Holding Foreign Insiders Accountable Act
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.