March 2026 One-Minute Reads

SEC adopts final rules for the Holding Foreign Insiders Accountable Act

On February 27, 2026, the Securities and Exchange Commission (SEC) announced the adoption of final rule and form amendments to reflect the requirements of the Holding Foreign Insiders Accountable (HFIA) Act. The HFIA Act, enacted on December 18, 2025, amended Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) to require every person who is a director or a Section 16 officer of an Exchange Act reporting foreign private issuer (FPI) – but not “10% holders” who beneficially own more than 10% of any class of equity securities of such FPIs – to file Section 16 reports electronically and in English. Directors and Section 16 officers of FPIs with a class of equity securities registered under Section 12 of the Exchange Act must begin disclosing their holdings and transactions in the FPI’s equity securities on March 18, 2026. The HFIA Act mandates that the SEC issue final regulations (or amend or rescind existing regulations in whole or in part) to carry out the amendments made by the HFIA Act no later than 90 days after the date of enactment. The SEC’s final rule amendments revise the following rules and forms to reflect the changes made by the HFIA Act:

• Rule 3a12-3(b) to remove the current exemption from Section 16 in its entirety and replace it with exemptions from the Section 16(b) short-swing profit rules and Section 16(c) short-selling prohibition only.
• Rule 16a-2, which identifies persons and transactions subject to Section 16, to exclude 10% holders of FPIs’ equity securities from the requirements of Section 16(a) and related rules.
• Section 16 reports.

The SEC also issued this fact sheet, Chair Paul Atkins issued this statement and Commissioner Mark Uyeda issued this statement. For more information, see this Cooley alert, this Cooley TheFundLawyer post and this TheCorporateCounsel.net blog post.

On March 5, 2026, the SEC issued this order exempting insiders of qualifying FPIs from the rules discussed above. The covered jurisdictions include Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland and the United Kingdom. Additionally, on March 9, 2026, (Questions 1 through 5), and March 12, 2026 (Questions 6 and 7), the SEC issued these HFIA Act FAQs. For more information, see this Cooley alert, this TheGovernanceBeat.com post, this TheGovernanceBeat.com post and this TheCorporateCounsel.net blog post.

SEC to suspend filings for incorrect or incomplete structured data in filing fee exhibits

The SEC announced that, starting on March 16, 2026, EDGAR generally will suspend filings rather than issue warnings for incorrect or incomplete structured filing fee-related information for all filers. EDGAR will continue to issue warnings in some instances. Consult the EDGAR Filer Manual, the XBRL Guide and the EDGAR Filing Fee Interface Courtesy Guide for guidance related to this change. Staff advised this is consistent with the 2021 final rules and has provided a How Do I Guide: Prepare an Inline XBRL Filing Fee Exhibit. See also this TheCorporateCounsel.net blog post.

SEC hosts 45th Annual Small Business Forum

The SEC’s 45th Annual Small Business Forum took place at SEC headquarters on March 9, 2026, organized by the Office of the Advocate for Small Business Capital Formation. The forum brought together members of the public and private sectors to collaborate and provide suggestions to improve policy affecting how entrepreneurs, small businesses and smaller public companies raise capital from investors. Items on this year’s agenda included:

• Funding for founders: Empowering early-stage entrepreneurs
• Investing in innovation: Supporting growth-stage companies
• Public company perspectives: Considerations for IPOs and small caps –with Cooley panelist, special counsel Reid Hooper
• Audience opportunity to discuss policy recommendations

SEC chair and SDNY chief focus on prediction markets

At a Senate Banking Committee hearing, SEC Chair Paul Atkins described rapidly growing prediction markets as a “huge issue” for federal regulators and said some event-based contracts could fall under SEC jurisdiction if they meet the definition of a “security.” Separately, US Attorney for the Southern District of New York Jay Clayton said his office is thinking about how the current laws apply to prediction markets, and that he expects fraud cases to be brought against those taking advantage of those markets. For more information, see this crypto.news article, this TheCorporateCounsel.net blog post and this Law360 article. And, following on the tails of these statements, an online prediction market platform announced it is actively investigating potential insider trading activity on its platform. For more information, see this TheCorporateCounsel.net blog post.

Enforcement Division updates Enforcement Manual

The SEC Division of Enforcement announced significant updates to its Enforcement Manual. The updates include changes relating to ensuring a uniform Wells process, facilitating simultaneous consideration of settlement recommendations and waiver requests, and additional updates detailing the Enforcement Division’s framework for evaluating cooperation and referrals to criminal authorities, changes intended to encourage more consistent internal collaboration, and updates regarding the formal order process. The Enforcement Manual was last revised in 2017 and will undergo yearly reviews going forward. For more information, see this Cooley article, this TheGovernanceBeat.com blog post, this TheCorporateCounsel.net blog post and this Investment Executive article.

SEC issues more compliance and disclosure interpretations

The SEC staff issued the following compliance and disclosure interpretations (C&DIs) in February and March 2026:

• Securities Act Rules C&DIs
• Section 182. Rules 251 to 263 – Withdraw Question 182.05; New Question 182.24; New Question 182.25; New Question 182.26; New Question 182.27; New Question 182.28; New Question 182.29; New Question 182.30; New Question 182.31; New Question 182.32; New Question 182.33
• Section 271. Rule 701 – New Question 271.26, New Question 271.27, Revised Question 271.10, Revised Question 271.12, Revised Question 271.14, Revised Question 271.16, Revised Question 271.23 and Revised Question 271.24
• Section 203. Rule 405 – Revised Question 203.03
• Regulation Crowdfunding C&DIs
• Rule 100: Crowdfunding exemption and requirements – New Question 100.03; New Question 100.04; New Question 100.05; New Question 100.06
• Rule 201: Disclosure requirements – New Question 201.03
• Securities Act Forms Compliance and Disclosure Interpretations
• Section 101 – New Question 101.06
• Regulation S-K Compliance and Disclosure Interpretations
• Section 102. Item 10 – General: New Question 102.06

For more information, see this TheGovernanceBeat.com blog post, this CompensationStandards.com blog post and this TheCorporateCounsel.net blog post. For information on the C&DIs issued on January 23 and February 11, see our outline on previously issued C&DIs in the February One-Minute Reads.

Investors sue companies over shareholder proposal omissions

With the SEC stepping out of the shareholder proposal no-action request process, proponents have begun to file complaints regarding the omission of shareholder proposals from proxy materials. So far, three companies have resolved their disputes.

For more information on suits that have been filed, see this TheGovernanceBeat.com blog post, this Responsible Investor article, this TheCorporateCounsel.net blog post, this TheGovernanceBeat.com blog post, this Responsible Investor article, this TheGovernanceBeat.com post, this Responsible Investor article and this TheCorporateCounsel.net blog post. For information on the settlements, see this TheGovernanceBeat.com post, this TheCorporateCounsel.net blog post, this Responsible Investor article and this Pensions & Investments article.

Tariff updates

On February 20, the US Supreme Court issued its opinion in Learning Resources v. Trump, ruling 6 – 3 that the International Emergency Economic Powers Act does not give the president the authority to unilaterally impose a tax. Later that day, the White House issued a proclamation imposing, generally, a 10% import duty, beginning February 24, lasting for a limited time period of 150 days and subject to a list of product exceptions. The White House also issued this fact sheet. For more information on the 10% tariff, issued pursuant to Section 122 of the Trade Act of 1974, see this Axios article and this TheCorporateCounsel.net blog post. See this Reuters article regarding the law firms filing the 1,800+ tariff refund lawsuits.

This Pay Governance alert discusses the potential accounting impacts, including on compensation, of a ruling that the 2025 tariffs were illegal and must be refunded. For more information, see this CompensationStandards.com blog post.

NYSE issues annual compliance guidance: EDGAR Next delegation reminder

The New York Stock Exchange (NYSE) sent its annual compliance guidance to listed companies to remind them of their obligations on a variety of topics and summarize developments since last year. The memo calls out, among other items, that with the SEC’s transition to EDGAR Next, listed companies must provide delegation on EDGAR Next for the applicable NYSE account in advance of any Form 8-A filing. Such delegation is needed and required for the NYSE to submit its certification on behalf of the company’s EDGAR account. In addition, delegation must also be provided if there are any guarantors associated with the issuer’s Form 8-A filing. Delegations would also be required for Nasdaq. For additional information, see this TheCorporateCounsel.net blog post.

Join us: Cooley’s Comp Talks

Cooley’s Comp Talks Series is designed to address hot topics in executive, director and equity compensation specific to companies in various stages of their life cycle – from formation and fundraising to IPO and beyond. Watch recordings of previous sessions and register for the upcoming April session below:

• February 11, 2026 – Aiming High: Moonshot Awards and Evolving Compensation Programs 
• March 11, 2026 – Beyond Ringing the Bell: What to Expect After an IPO 
• April 29, 2026 – Long Road Ahead: Employee Liquidity in Absence of an IPO 

Division of Corporation Finance issues Form D FAQs

The Division of Corporation Finance issued these Frequently Asked Questions and Answers on Form D. For more information, see this TheCorporateCounsel.net blog post.