United States: Directors and Officers

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SEC Adopts Final Rules Requiring Section 16(a) Reporting For Officers And Directors Of Foreign Private Issuers

On February 27, 2026, the Securities and Exchange Commission (SEC) issued final rules and form amendments to implement the Holding...

United States Commercial

M

Mintz

Corporate Afterlife: Deadlock And Accounting In The Winding-Up Phase

It enters the winding-up phase, where the corporation must "proceed to wind up its affairs...

United States Commercial

FF

Farrell Fritz, P.C.

SEC Adopts Final Rule Amendments Requiring Section 16(a) Reporting For Officers And Directors Of Foreign Private Issuers

On February 27, 2026, more than two weeks in advance of the deadline, the U.S. Securities and Exchange Commission (the "SEC") adopted final amendments to certain rules and forms under the Securities Exchange Act...

United States Commercial

MB

Mayer Brown

Foreign Issuers And Section 16 Reporting: SEC Adopts Final Rules For The Holding Foreign Insiders Accountable Act

The Securities and Exchange Commission today adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable ("HFIA") Act.

United States Commercial

MB

Mayer Brown

Delaware Supreme Court Upholds Safe Harbor Procedures For Conflicted Transactions

United States Commercial

MB

Mayer Brown

Listing Regime And Market Abuse – CEO Fined And Company Censured For Breaches Of The Listing Rules

United States Commercial

KL

Herbert Smith Freehills Kramer LLP

Ninth Circuit Rejects "All-or-Nothing" Approach To D&O Coverage Exclusions—Key Lessons For Policyholders From Las Vegas Sands V. National Union

United States Insurance

CM

Crowell & Moring LLP

Corporate Governance Trends In The Public REIT Sector: A 2026 Update

United States Commercial

GP

Goodwin Procter LLP

Void Corporations: The Zone Of Death Loophole To Avoid Liability?

United States Commercial

GGI Global Alliance

Celebrating Black History Month: The Transformative Power Of Professional Legacy Across Generations (Podcast)

United States Commercial

LM

Littler Mendelson

Nuevas Obligaciones de Reporte para Consejeros y Funcionarios de Emisoras Privadas Extranjeras

United States Commercial

PR

Proskauer Rose LLP

Obrigações De Reporte Para Diretores E Executivos De Emissores Privados Estrangeiros

United States Commercial

PR

Proskauer Rose LLP

Corporate Governance Field Guide - Board Communications

United States Commercial

BB

Baker Botts LLP

New Reporting Obligations For Directors And Officers Of Foreign Private Issuers

United States Commercial

PR

Proskauer Rose LLP

Ohio's New E-Verify Workforce Integrity Act: What Construction Employers Need To Know

United States Immigration

Gs

Green and Spiegel

How I Learned To Love Mediator's Proposals - Why Modern Mediation Sometimes Calls For A Guiding Hand

United States Litigation

J

JAMS

Signed, Sealed, But Not Delivered? Don't Wonder About Taxes Under New Postal Service Rules

United States Tax

N

Nossaman LLP

Food Venture Financing News – Weekly Issue No. 264

United States Commercial

DW

Davis Wright Tremaine

Seventh Circuit Roundup: What Recent Decisions Reveal About Pleading, Intent, And Immunity (Podcast)

United States Litigation

BT

Barnes & Thornburg LLP

The 2026 Director's Agenda: General Outlook

Boards and senior management teams in 2026 face converging external pressure, regulatory complexity and sophisticated activist strategies...

United States Commercial

AG

Akin Gump Strauss Hauer & Feld LLP

Insight: Investment Bank And Private Equity Sponsor Insider Trading Policies: A Survey Of Key Provisions

Mayer Brown analyzed 34 insider trading policies to understand how large financial institutions address the heightened insider trading risks they face relative to other public companies.

United States Commercial

MB

Mayer Brown

Delaware Court Of Chancery Rules Workplace Sexual Misconduct Oversight Failures Can Support Shareholder Breach Of Fiduciary Duty Claims

In a precedent-setting derivative decision, the Delaware Court of Chancery held that a board of directors' and senior officers' failure to respond in good faith to clear red flags of workplace sexual misconduct...

United States Employment

AG

Akin Gump Strauss Hauer & Feld LLP

SEC Extends Section 16 Reporting To Directors & Officers Of Foreign Private Issuers

The Holding Foreign Insiders Accountable Act, as part of the 2026 National Defense Authorization Act (the "NDAA") that was signed into law on December 18, 2025.

United States Commercial

DG

Davis Graham

Reminder About Form 3 Obligation – Effective March 18 (And Going Forward)

United States Commercial

CL

Carter Ledyard & Milburn

What Foreign Private Issuers Need To Know: Directors And Officers To Become Subject To Section 16(a)

United States Commercial

B

BakerHostetler

U.S. Insider Reporting Rules Expand To Foreign Private Issuers: What Canadian Companies And Directors Need To Know

Worldwide Commercial

CO

Cozen O'Connor

Political Contribution Disclosure Rules In Illinois, Maryland, New Jersey, Pennsylvania, Philadelphia And Rhode Island

United States Government

SA

Skadden Arps Slate Meagher & Flom

Delaware Court Denies Dismissal Of Caremark Oversight Claims In Teligent Case, Highlighting Board And Officer Compliance Obligations

United States Commercial

JB

Jenner & Block

Still No Certainty In Forum Selection For Derivative Litigation

United States Commercial

KM

Katten Muchin Rosenman LLP

Delaware High Court Rejects Application Of D&O Policy's "Bump-Up" Exclusion To Securities Claim Settlement

United States Commercial

JD

Jones Day

Delaware Chancery Court Sends A Clear Message: Sexual Misconduct Oversight Failures Can Be A "Corporate Trauma" Sufficient To Support Caremark Claims

United States Employment

CG

Cohen & Gresser

Delaware Supreme Court Rejects Total Rescission Of Musk Pay

United States Commercial

CW

Cadwalader, Wickersham & Taft LLP

Company Law – Confirmation Of Delays In IDV Rollout And Software-only Filing Of Accounts; Abolition Of The Central Register

United States Commercial

KL

Herbert Smith Freehills Kramer LLP

Delaware High Court Rejects Application Of D&O Policy's "Bump-Up" Exclusion To Securities Claim Settlement

In a significant victory for policyholders, the Delaware Supreme Court rejected three insurers' attempts to apply their Directors and Officers ("D&O") liability policies' so-called "bump-up" exclusion to bar coverage for securities litigation arising from Samsung's acquisition of Harman International Industries, Inc.

United States Commercial

JD

Jones Day

Delaware Chancery Court Sends A Clear Message: Sexual Misconduct Oversight Failures Can Be A "Corporate Trauma" Sufficient To Support Caremark Claims

The Delaware Court of Chancery ruled in LACERS v. Sanford that failures to investigate and remediate credible allegations of workplace sexual misconduct can support shareholder breach of fiduciary duty claims against directors and officers.

United States Employment

CG

Cohen & Gresser

Delaware Supreme Court Rejects Total Rescission Of Musk Pay

On December 19, 2025, the Delaware Supreme Court overturned the rescission of Elon Musk's 2018 Tesla compensation grant and instead awarded nominal damages and substantially reduced attorneys' fees.

United States Commercial

CW

Cadwalader, Wickersham & Taft LLP

Company Law – Confirmation Of Delays In IDV Rollout And Software-only Filing Of Accounts; Abolition Of The Central Register

Companies House has announced that there will be delays in the implementation of some of the remaining provisions on identity verification (IDV) and software-only filings of accounts.

United States Commercial

KL

Herbert Smith Freehills Kramer LLP

SEC's Insider Reporting Obligations Extended To Foreign Private Issuers

United States Commercial

LS

Lowenstein Sandler

New Reporting Requirements For Foreign Private Issuers Under The Holding Foreign Insiders Accountable Act

On December 18, 2025, the Holding Foreign Insiders Accountable Act (the "Act") was enacted, expanding the scope of Section 16 reporting obligations under the Securities Exchange Act of 1934 (the "Exchange Act") for directors and officers of foreign private issuers.

United States Commercial

LB

Lewis Brisbois Bisgaard & Smith LLP

Foreign Private Issuer Officers And Directors Required To File With The SEC Under Section 16(a) Of The Securities Exchange Act Of 1934: March 2026

On December 18, 2025, the Holding Foreign Insiders Accountable Act (the Act) was enacted as part of the 2026 National Defense Authorization Act.

United States Commercial

SR

McDermott Will & Schulte

Foreign Private Issuers In The Crosshairs; Nasdaq And The Sec Take Aim In 2025

The 2025 calendar year was tough for foreign private issuers. Throughout the year, the U.S. Securities and Exchange Commission (the "SEC") and The Nasdaq Stock Market...

Worldwide Commercial

PC

Pryor Cashman LLP

FTC Announces 2026 Thresholds Under HSR Act And Clayton Act

The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually in alignment with prior year economic activity.

United States Anti-trust

PR

Proskauer Rose LLP

Directors And Executive Officers Of Foreign Private Issuers Now Subject To Section 16 Reporting Requirements

United States Commercial

GP

Goodwin Procter LLP

Insight: Reincorporation Considerations

United States Commercial

MB

Mayer Brown

Insured Versus Insured Exclusion Defeats Coverage For Class Action Filed By Former Director

United States Litigation

WR

Wiley Rein

Capital Markets Insight: Reincorporation Considerations

United States Commercial

MB

Mayer Brown

Foreign Private Issuer Directors And Officers Are Soon Subject To Section 16(a) Reporting

United States Commercial

BT

Barnes & Thornburg LLP

Section 16(a) Reporting Obligations To Apply To Officers And Directors Of Foreign Private Issuers Starting March 18, 2026

United States Commercial

SM

Sheppard, Mullin, Richter & Hampton LLP

New Corporate And Limited Partnership Requirements Under The Economic Crime And Corporate Transparency Act 2023 (ECCTA): A Practical Guide To Impacts And Actions

United States Commercial

GP

Goodwin Procter LLP

Section 16 Reporting To Apply To Directors And Officers Of Foreign Private Issuers

United States Commercial

ST

Simpson Thacher & Bartlett

Insider Transaction Reporting Will Now Apply To Directors And Officers Of Foreign Private Issuers

United States Commercial

BI

Buchanan Ingersoll & Rooney PC

Directors And Officers Of Foreign Private Issuers Soon Subject To Section 16(a) Reporting

United States Commercial

CO

Cozen O'Connor

Section 16(a) Reporting Obligations For Foreign Private Issuer Directors And Officers In 2026

United States Commercial

KG

K&L Gates LLP

Foreign Private Issuer Insiders To Become Subject To Section 16 Reporting

United States Commercial

BC

Bryan Cave Leighton Paisner

Congress Abolishes Certain Exemptions For Foreign Private Issuers; Will Now Require Compliance With Section 16(a) Beneficial Ownership Reporting For Directors And Officers

United States Commercial

GT

Greenberg Traurig, LLP

Section 16(a) Reporting Will Be Required For Foreign Private Issuer Directors And Officers

United States Commercial

AG

Akin Gump Strauss Hauer & Feld LLP

Foreign Private Issuers: New Insider Reporting Obligations Take Effect In March 2026

United States Commercial

D

Dechert

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MB

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AM

Alvarez & Marsal

D&O Insurance Myths (Part 2) (Video)

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Lowenstein Sandler

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K&L Gates LLP

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