LegisTrack
Back to all bills
S 1089119th CongressIn Committee

Holding Foreign Insiders Accountable Act

Introduced: Mar 24, 2025
Standard Summary
Comprehensive overview in 1-2 paragraphs

The Holding Foreign Insiders Accountable Act would expand U.S. insider disclosure rules to cover the directors, officers, and principal stockholders of foreign private issuers. Specifically, it amends Section 16(a)(1) of the Securities Exchange Act of 1934 to include securities of foreign private issuers within the scope of insider reporting, using the federal regulation definition of “foreign private issuer” (as defined in 17 CFR 240.3b-4). The bill also requires the SEC to issue final regulations (or amend existing ones) to implement this change within 90 days of enactment, and it stiffens the regulatory framework by declaring that any inconsistent regulatory provision (specifically, provisions under 17 CFR 240.3a12-3(b)) shall have no force. The sponsors are Senate colleagues Kennedy and Van Hollen, and the bill has been introduced in the Senate. In essence, the bill brings foreign private issuer securities under the same insider-disclosure framework that already applies to U.S. issuers, aiming to increase transparency and oversight of insider holdings and movements in foreign-based issuers with U.S. market activity.

Key Points

  • 1Expands insider disclosure: Section 16(a)(1) is amended to require reporting for securities of foreign private issuers, aligning with the existing insider reporting framework for domestic issuers.
  • 2Uses defined scope for “foreign private issuer”: The term is tied to the definition in 17 CFR 240.3b-4, ensuring a clear regulatory standard for which issuers are covered.
  • 3Regulatory implementation: The SEC must issue final regulations (or amend existing ones) within 90 days of enactment to carry out the amendment.
  • 4Regulatory preemption: If any provision in the referenced foreign-issuer regulation (17 CFR 240.3a12-3(b) or its successor) conflicts with the amendment, that conflicting provision is stripped of force.
  • 5Policy aim: The bill seeks greater transparency and accountability for insiders dealing in foreign private issuer securities, potentially enhancing enforcement and market integrity.

Impact Areas

Primary group/area affected- Directors, officers, and principal stockholders (insiders) of foreign private issuers with securities traded in or subject to U.S. securities laws; these individuals would now fall under Section 16(a) reporting for their holdings and changes in those holdings.Secondary group/area affected- Foreign private issuers themselves (as issuers whose securities are covered by U.S. insider reporting rules), and U.S. registrants/markets that list or trade foreign private issuer securities.Additional impacts- SEC and regulatory compliance: The SEC will need to draft and implement new/updated regulations within 90 days, affecting how foreign private issuer insiders file forms (e.g., Form 3, Form 4, Form 5) and report transactions.- Compliance burden and enforcement: Insiders of foreign private issuers may face increased reporting requirements and potential enforcement actions for late or incomplete filings, potentially affecting corporate governance and cross-border disclosure practices.
Generated by gpt-5-nano on Nov 1, 2025