Notice2026-10283
Order Granting Additional Directors and Officers of Certain Foreign Private Issuers an Exemption From the Filing Requirements of Section 16(a) of the Exchange Act
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
May 22, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 99 (Friday, May 22, 2026)</title>
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[Federal Register Volume 91, Number 99 (Friday, May 22, 2026)]
[Notices]
[Pages 30345-30346]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-10283]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105517]
Order Granting Additional Directors and Officers of Certain
Foreign Private Issuers an Exemption From the Filing Requirements of
Section 16(a) of the Exchange Act
May 20, 2026.
Pursuant to the authority granted under Section 16(a)(5) of the
Securities Exchange Act of 1934 (``Exchange Act''), and subject to the
conditions listed below, the Commission is exempting from the reporting
requirements of Section 16(a), and rules related to that provision, the
directors and officers of a foreign private issuer, as that term is
defined in Exchange Act Rule 3b-4,\1\ with a class of equity securities
registered pursuant to Section 12 of the Exchange Act (``FPI''), that
is (i) incorporated or organized in a ``qualifying jurisdiction,'' as
defined below, and (ii) subject to a ``qualifying regulation,'' as
defined below. The exemptive relief is available to directors and
officers of an FPI that is either (i) incorporated or organized in a
``qualifying jurisdiction'' and subject to a ``qualifying regulation''
of the same jurisdiction or (ii) incorporated or organized in a
qualifying jurisdiction but subject to a qualifying regulation of a
different jurisdiction.\2\
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\1\ 17 CFR 240.3b-4.
\2\ For example, officers and directors of an FPI that is
incorporated in a jurisdiction covered by the March 5, 2026 Order
(as defined below) with securities registered in a qualifying
jurisdiction covered by this order and subject to a qualifying
regulation that otherwise satisfies the conditions of this order
would be exempt from the Section 16(a) reporting obligations.
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The jurisdictions and regulations listed below are added to the
list of ``Qualifying Jurisdictions'' and ``Qualifying Regulations''
previously set forth in the Order Granting Directors and Officers of
Certain Foreign Private Issuers an Exemption from the Filing
Requirements of Section 16(a) of the Exchange Act issued March 5, 2026
(the ``March 5, 2026 Order'').\3\
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\3\ Order Granting Directors and Officers of Certain Foreign
Private Issuers an Exemption from the Filing Requirements of Section
16(a) of the Exchange Act, Release No. 34-104931 (March 5, 2026),
available at <a href="https://www.sec.gov/files/rules/exorders/2026/34-104931.pdf">https://www.sec.gov/files/rules/exorders/2026/34-104931.pdf</a>.
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[[Page 30346]]
Qualifying Jurisdictions:
<bullet> Australia;
<bullet> India; or
<bullet> Singapore.
Qualifying Regulations:
<bullet> Section 205G of the Corporations Act 2001 of Australia and
Australian Securities Exchange Listing Rule 3.19, which provide, in
general, requirements that directors of covered issuers promptly report
their initial holdings and any changes in beneficial ownership of the
issuer's securities, including a description of the security, the
nature of the transaction, and the price and volume of the transaction,
and that such reports be made available to the general public;
<bullet> Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, which provide, in general,
requirements that directors and officers of covered issuers promptly
report their initial holdings and any changes in beneficial ownership
of the issuer's securities, including a description of the security,
the nature of the transaction, and the price and volume of the
transaction, and that such reports be made available to the general
public; or
<bullet> Part 7 of Singapore's Securities and Futures Act 2001,
which provides, in general, requirements that directors and chief
executive officers of covered issuers promptly report their initial
holdings and any changes in beneficial ownership of the issuer's
securities, including a description of the security, the nature of the
transaction, and the price and volume of the transaction, and that such
reports be made available to the general public.
The Commission has reviewed each of the qualifying regulations set
forth above and assessed how each qualifying regulation compares to
Section 16(a) of the Exchange Act with regard to each of the criteria
listed in the March 5, 2026 Order. The Commission has determined that
each of the qualifying regulations covers substantially similar
securities and transactions as those covered by Section 16(a) of the
Exchange Act, and requires timely public disclosures of the covered
persons' changes in beneficial ownership. The exemption granted by this
order is subject to the director or officer of an FPI satisfying the
conditions set forth in the March 5, 2026 Order.\4\
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\4\ The conditions set forth in the March 5, 2026 Order are (i)
any director or officer, as defined in Section 3(a)(7) of the
Exchange Act and Rule 16a-1(f) of the Exchange Act, respectively,
seeking to rely on this exemption is required to report their
transactions in the issuer's securities as set forth under the
qualifying regulation to which they are subject, which is intended
to ensure that any director or officer that does not fall within the
defined category of reporting persons under the applicable
qualifying regulation (e.g., an officer of an FPI whose qualifying
regulation is Section 205G of the Corporations Act 2001 of Australia
and Australian Securities Exchange Listing Rule 3.19 or an officer,
other than a chief executive officer, of an FPI whose qualifying
regulation is Part 7 of Singapore's Securities and Futures Act 2001)
will still be required to file Section 16(a) reports; and (ii) any
report filed pursuant to a qualifying regulation is made available
in English to the general public within no more than two business
days of its public posting.
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Accordingly, it is ordered, pursuant to Section 16(a)(5) of the
Exchange Act, that directors and officers of an FPI that is
incorporated or organized in a qualifying jurisdiction, including each
qualifying jurisdiction set forth in the March 5, 2026 Order and each
Qualifying Jurisdiction named above, and subject to a qualifying
regulation, including each qualifying regulation set forth in the March
5, 2026 Order and each Qualifying Regulation named above, are exempt
from the reporting requirements of Section 16(a) of the Exchange Act,
provided that each condition set forth in the March 5, 2026 Order is
satisfied.
By the Commission.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-10283 Filed 5-21-26; 8:45 am]
BILLING CODE 8011-01-P
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