Cross-border SEC Spotlight: Key Updates For Non-U.S. Companies

Welcome to the Hogan Lovells Cadwalader Cross-border SEC spotlight: Key updates for non-U.S. companies, a dedicated resource for non-U.S. companies listed or exploring a listing in the United States. This newsletter is the first edition published by our newly combined firm and will continue to be published quarterly to provide regular updates on significant regulatory developments, market trends, and industry best practices that impact U.S. compliance and reporting obligations.

In an ever-evolving regulatory landscape, staying ahead of U.S. Securities and Exchange Commission (SEC) rulemaking, disclosure requirements, guidance, and enforcement trends is critical. Through our newsletter, our team at Hogan Lovells Cadwalader will distill the latest updates into actionable insights, helping non-U.S. companies proactively manage compliance risks and market opportunities. Each edition will feature content from client alerts and tailored analyses from our seasoned practitioners, offering practical guidance on SEC compliance.

To ensure you never miss an update, we invite you to subscribe to our updates here. By doing so, you'll receive our quarterly newsletter straight to your inbox, along with alerts on key developments affecting non-U.S. companies listed or exploring a listing in the United States. We look forward to keeping you informed and supporting you in navigating the U.S. public market.

SEC updates

Key focus areas of the SEC in 2026 under Chairman Atkins

SEC Chairman Paul Atkins’ 2026 regulatory reset agenda reflects a fundamental shift in the SEC’s approach to disclosure and rulemaking, which the Chairman frames as a return to first principles grounded in materiality, capital formation, and regulatory clarity. In his April 2026 remarks and related speeches, Atkins has stressed that the SEC is seeking to simplify and modernize the disclosure regime, particularly Regulation S-K, by eliminating immaterial or duplicative requirements, reducing compliance burdens, and replacing “regulation by enforcement” with clear, forward-looking rules, all while maintaining the SEC’s core investor protection mandate.

This agenda also includes broader initiatives that are intended to revitalize U.S. public markets, enhance access to capital (including through scaled disclosure and reporting reforms), and improve competitiveness by aligning regulation with evolving market conditions. These initiatives are primarily focused on domestic issuers, as the SEC has signalled that the treatment of FPIs remains under review through its concept release on FPI eligibility, which considers whether existing accommodations should be narrowed or otherwise recalibrated. Accordingly, FPIs are generally not the immediate focus of these disclosure reforms pending the outcome of that review.

SEC’s regulatory agenda

The U.S. Office of Information and Regulatory Affairs publishes the Unified Agenda of Regulatory and Deregulatory Actions (the Agenda) twice each year. The Agenda includes details of the regulatory actions the SEC and other administrative agencies plan to take in the near- and long-term. Details of the SEC’s rulemaking agenda can be found here. Of particular interest to readers of this newsletter is an item related to FPIs, which can be found here. It is important to note that inclusion of potential rulemakings in the Agenda does not oblige the SEC to propose rules, and the SEC is not precluded from pursuing rulemakings not included in the Agenda.

We highlight some items on the Agenda that are likely to be relevant to readers of this newsletter.

• FPI eligibility: The SEC has previously sought public input on the definition of “foreign private issuer” and the disclosure requirements that apply to FPIs, which we discussed in the SEC Update we issued on June 11, 2025. This initiative reflects changes within the FPI population since the SEC last undertook a comprehensive review of reporting FPIs and the qualifying criteria for FPI status. The related Agenda item indicates potential proposed rulemaking in October 2026.
• Rationalization of disclosure practices: The SEC is contemplating proposed rule amendments in October 2026 to streamline disclosure practices, with the aim of enhancing material disclosure by companies and improving shareholder access to that information.
• Rule 144 safe harbor: The SEC is contemplating a reproposal of amendments to Rule 144 under the Securities Act in October 2026. Rule 144 provides a non-exclusive safe harbor that allows the public resale of restricted or control securities without registration if the rule’s conditions are satisfied. The proposed amendments would seek to broaden the circumstances in which the safe harbor would apply.
• Enhancement of emerging growth company (EGC) accommodations and simplification of filer status for SEC reporting companies: As discussed below, the SEC has proposed rule amendments to extend to other registrants accommodations presently available only to smaller reporting companies and EGCs (generally defined as new registrants with total annual gross revenues below $1.235 billion). These proposed amendments seek to simplify how reporting companies are classified under SEC rules and to lessen their compliance obligations.
• Shelf registration modernization: As discussed below, the SEC has proposed rule amendments to modernize the shelf registration process, with the objectives of reducing compliance obligations and further promoting capital formation.
• Updating the exempt offering pathways: The SEC is contemplating proposed rule amendments to facilitate capital formation by private businesses through simplifying the routes for raising capital and enhancing investor access to such businesses, including potential amendments to the definition of accredited investor.
• Crypto assets and crypto market structure: The SEC is contemplating proposed rules concerning the offer and sale of crypto assets, which may include exemptions and safe harbors from Securities Act registration, to clarify the regulatory framework for crypto assets and provide enhanced certainty to market participants. The SEC is additionally considering amendments to certain rules under the Exchange Act to address the trading of crypto assets on alternative trading systems and national securities exchanges, as well as to modernize the regulatory regime for transfer agents, including rules relating to crypto assets and the use of distributed ledger technology (such as blockchain) by transfer agents.

FPI directors and officers subject to Exchange Act Section 16(a)

On March 18, 2026, following the signing into law of the Holding Foreign Insiders Accountable Act (the HFIAA) on December 18, 2025, new rules took effect requiring directors and officers of foreign private issuers (FPIs) with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (the Exchange Act) to file with the SEC reports on their ownership of and transactions in the issuer’s equity securities.

The HFIAA limits the application of Section 16(a) of the Exchange Act to directors and officers of FPIs and does not extend the reporting requirements to beneficial owners of greater than 10% of an FPI’s registered class of securities, although such owners remain subject to beneficial ownership reporting for owners of more than 5% of an FPI’s registered class in accordance with Sections 13(d) and 13(g) of the Exchange Act. Directors and officers of FPIs are not subject to the short-swing profit recovery or the prohibition on short selling provisions of Section 16.

The HFIAA authorized the SEC to exempt from the expanded coverage of Section 16(a) insiders from jurisdictions that impose “substantially similar” reporting requirements. Pursuant to this authority, the SEC has exempted directors and officers of FPIs (i) incorporated or organized in a “qualifying jurisdiction,” which at the date of this update includes Australia, Canada, Chile, the European Economic Area, India, Singapore, South Korea, Switzerland and the United Kingdom (Qualifying Jurisdictions), and (ii) subject to an specified “qualifying regulation” within such jurisdictions or a qualifying regulation of a different qualifying jurisdiction (Qualifying Regulations). These exemptions are subject to the condition that (i) the directors and officers continue to report their transactions under the applicable Qualifying Regulation of the relevant jurisdiction, and (ii) any such report is made available in English to the general public within two business days of its public posting (see exemptive orders 34-104931 and 34-105517).

Covered insiders must file Form 3 (Initial Statement of Beneficial Ownership), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership) reporting their beneficial ownership of, and transactions in, all classes of the FPI’s registered equity. The reporting requirement encompasses, in addition to common equity, derivative interests such as options and restricted stock units. Reportable holdings also include those securities owned by family members who reside with the insider and securities owned indirectly through trusts or other controlled entities

For more information on the applicable requirements, please see our SEC Update on this topic.

Takeaway – FPIs should maintain an effective Section 16 compliance program that, at a minimum, designates the employees responsible for developing and administering the program, identifies individuals considered insiders, educates insiders about their filing obligations and prepares and files reports with insider review and approval. Looking ahead to annual reporting season, Form 20-F information about executive compensation and insider shareholdings will have to be modified in light of the new rules. Form 20-F allows compensation paid to FPI directors and officers to be disclosed on an aggregate basis unless the FPI’s home country law requires public disclosure of individual compensation. In addition, Form 20-F requires disclosure of a director’s or officer’s individual share ownership only if the amount owned exceeds 1% of the class or the information has otherwise been made public. Since Section 16(a) requires insiders to report on Form 4 their individual equity awards and their total share ownership, many FPIs that have aggregated their compensation disclosure or omitted disclosure of individual shareholdings in the past will be required to disclose each insider’s compensation and shareholdings in their future Form 20-F reports.

SEC staff issues exemptive order permitting shortened tender offer periods for all-cash equity transactions

On April 16, 2026, the SEC’s Division of Corporation Finance issued an exemptive order permitting certain qualifying all-cash equity tender offers to remain open for a minimum of 10 U.S. business days instead of the standard 20 U.S. business days, facilitating more efficient transaction timing.

The other key elements of the order are:

• Eligible transactions: (i) Tender offers for equity securities of reporting companies, including (a) third-party tender offers for equity securities in connection with negotiated business combinations where the third party becomes a beneficial owner of more than 5% of the class and (b) issuer tender offers where the offer is for securities of the registered class or for other equity securities of the issuer; and (ii) issuer tender offers for equity securities of non-reporting companies (by the issuer or a wholly owned subsidiary).
• Broad scope of equity securities: The relief covers a wide range of equity securities, including stock, convertible securities, and other rights tied to equity.
• Conditions to relief: The relief requires compliance with specified conditions, including cash-only, fixed-price consideration and specified disclosure, notice, and procedural requirements. There are specific conditions for third-party tender offers in business combination transactions and issuer tender offers by reporting companies, and for issuer tender offers by non-reporting companies.
• Limitations: To the extent the conditions are not met, relief is not available and the tender offer will remain subject to the 20-U.S. business-day minimum.

For more information, please see our SEC Update on this topic.

Takeaway – The new exemptive order makes tender offer acquisition structures even more attractive in all-cash transactions where certainty and speed are paramount and regulatory hurdles will not significantly delay the consummation of the offer. The relief also provides additional flexibility for issuers to conduct tender offers for their own equity securities on a timetable that should reduce transaction participants’ exposure to market fluctuations during the offering period.

SEC proposes rescission of climate-related disclosure rule

On May 29, 2026, the SEC proposed the rescission of its 2024 climate-related disclosure rules, which had been adopted in March 2024 but was stayed shortly thereafter following legal challenges and never took effect. The proposed rescission is largely procedural and would formally conclude the rulemaking process. The agency’s action marks the final step in winding down this regulatory initiative and reflects the SEC’s shift toward a less prescriptive approach to disclosure that emphasizes evaluating the materiality of specific topics in light of the individual company’s particular circumstances.

SEC proposes reforms to domestic issuer registered offering framework

On May 19, 2026, the SEC proposed major changes to the framework governing registered securities offerings under the Securities Act of 1933 (the Securities Act) for domestic issuers. The proposed rules are open for public comment until July 27, 2026. The SEC is expected to consider adoption of final rules promptly after the conclusion of the public comment period.

For domestic issuers, the rule amendments would expand the universe of issuers eligible for short-form registration of securities offerings on Form S-3 by eliminating the 12-month reporting requirement and public float thresholds, replacing the well-known seasoned issuer (WKSI) framework, and broadening backward and forward incorporation of information by reference into Form S-1 registration statements. For further information and our analysis of the proposal, please see our SEC Update on this topic.

The SEC has excluded FPIs from the proposed changes in light of its ongoing evaluation of whether the definition of FPI appropriately balances investor protection with the promotion of capital formation as discussed in the FPI Concept Release published in June 2025 and in our SEC Update discussing this release. Under the proposal, FPIs, including FPIs that currently report on domestic forms, would no longer be eligible to use Forms S-1 and S-3 and instead would be required to use Forms F-1 and F-3. As a result, FPIs would not benefit from the proposed expansion of Form S-3 eligibility available to domestic issuers. Further, while the proposal would replace the WKSI framework for domestic issuers, it would be retained for FPIs under the existing criteria. Taken together, these elements would create a divergence between the treatment of domestic issuers and FPIs under the registered offering framework.

Takeaway – FPIs currently using Forms S-1 and S-3 voluntarily should plan for the potential need to transition to the use of Forms F-1 and F-3. This may require a wider analysis of the FPI’s reporting infrastructure to the extent it is built around the domestic reporting system. Conceptually, the registered offering reform proposal, particularly when paired with the SEC’s recent semiannual reporting proposal for domestic issuers, which would enable those issuers to elect the same interim reporting cadence applicable to FPIs, may increase the attractiveness to foreign companies of structuring a US listing as a domestic issuer.

SEC proposes reforms to simplify certain domestic reporting requirements

Concurrently with its proposal to reform the registered offering framework, the SEC proposed changes to simplify public company classifications and periodic reporting under the Exchange Act. For domestic issuers and FPIs that report on domestic forms, the rule amendments would consolidate the existing five overlapping filer statuses into two primary categories (“large accelerated filers” and “non-accelerated filers”), raise the threshold for large accelerated filers, and extend to non-accelerated filers most of the scaled disclosure and other accommodations now available to smaller reporting companies and emerging growth companies, including an exemption from the auditor attestation of the company’s internal control over financial reporting required by Sarbanes-Oxley Act Section 404(b). For further information and our analysis of the proposal, see our SEC Update on this topic.

However, as with the reform of the registered offering framework, the SEC is proposing to limit the application of the proposed simplified reporting requirements to FPIs by providing that the new classifications do not apply to FPIs that elect to comply with the rules and use the forms designated for FPIs. Furthermore, the SEC would revise Form 20-F to continue to use the $75 million public float threshold for the auditor attestation requirement (other than if the FPI is an emerging growth company).

Takeaway – The proposal would materially reduce reporting and compliance burdens for domestic issuers and for FPIs that report on domestic forms. To the extent that some FPIs filing on FPI forms have competitors that file domestic forms, the proposed amendments could result in competitive disadvantages for such FPIs. Furthermore, as with the registered offering reform proposal, the simplification of reporting requirements may increase the attractiveness to foreign companies of structuring a US listing as a domestic issuer.

Change to handling of filing fee exhibit errors – filing suspensions

On February 6, 2026, the SEC announced a significant change to how EDGAR handles filing fee exhibit errors. Effective from March 16, 2026, EDGAR will suspend filings that contain incorrect or incomplete structured filing fee data, such as missing tags, incorrect calculations, or inconsistencies, rather than accept them with warnings. Limited circumstances remain in which warnings may still be issued.

Takeaway – The shift from warnings to suspensions represents a compliance risk for SEC filers. Because suspension can delay registrations, offerings, and other time-sensitive filings, FPIs and their agents should ensure that the filing fee exhibit complies with the requirements for fee-related structured data to avoid delays that could impact offering timetables.

Stock exchange rule updates

Nasdaq – new rule allows delisting following SEC trading suspensions

On June 3, 2026, the SEC approved Nasdaq’s Amendment No. 1 to its previously proposed Listing Rule IM 5101-4. The rule states that, where a security exhibits trading activity that is indicative of potential manipulation, and the SEC has implemented a temporary trading suspension of that security under Section 12(k) of the Exchange Act, Nasdaq may delist the security if Nasdaq determines that delisting is necessary to protect investors. In making the determination to delist a security, the exchange will consider all relevant facts and circumstances, with examples set out in the rule. Significantly, Nasdaq may use its authority under IM-5101-4 even where the potential manipulation appears to be driven by third parties with no known connection to the company, and even where Nasdaq cannot determine whether the company or any associated individual was involved.

Takeaway – Nasdaq adopted IM-5101-4 to address problematic or unusual trading in certain listed company securities driven by unknown individuals promoting the securities on social media, a practice about which the SEC has also expressed concern. FPIs listed on Nasdaq should be aware that IM-5101-4 gives Nasdaq a new mechanism to delist securities following an SEC suspension even where the problematic conduct is the result of the actions of third parties. FPIs should ensure that their compliance and investor relations programs are equipped to respond promptly to any trading suspension inquiries.

Nasdaq – proposed $5 million market-value continued listing requirement

On June 18, 2026, Nasdaq filed an amendment to its proposal to adopt Listing Rules 5450(a)(3) and 5550(a)(6) to require companies listed on the Nasdaq Global Market (including the Global Select Market) and the Nasdaq Capital Market, respectively, to maintain a minimum Market Value of Listed Securities (MVLS) of at least $5 million. Nasdaq is also proposing to amend Rule 5810 to suspend immediately trading in and delist from Nasdaq securities of companies that do not satisfy the proposed requirement for a period of 30 consecutive business days.

Under the proposal, no cure or compliance period would be available to eliminate the deficiency and the trading suspension would not be automatically stayed during a hearing on a Staff Delisting Determination. A Hearings Panel would be allowed to reverse a delisting determination only where it concludes that the determination was made in error and the company never failed to satisfy the requirement. A Hearings Panel would be authorized to grant an exception for 180 days to permit the company to demonstrate compliance with all requirements for initial listing, which are higher than those for continued listing, thus providing a greater level of certainty that the company will not immediately fall out of compliance.

Takeaway – The proposed MVLS continued listing requirement is a market-driven metric, so that stock price volatility could trigger delisting risk for thinly traded companies in a market downturn. As proposed, the rule also does not allow time for corrective measures or cure prior to the suspension of trading, and there is limited scope for appeal. FPIs with MVLS in single-digit millions should evaluate their exposure in the event the rule become final.

Nasdaq – new Nasdaq listing criteria for China-based companies

On May 14, 2026, the SEC approved Nasdaq’s Rule 5210(l), requiring “China-based Issuers” (as defined below) to raise at least $25 million in gross proceeds in a firm commitment underwritten offering in the United States to qualify for listing on Nasdaq. The rule also requires that such a company listed following a business combination (such as a de-SPAC or reverse merger) must have a public float of $25 million. Further, a China-based Issuer transferring its listing to Nasdaq from the OTC market or another national securities exchange must have a minimum public float of $25 million and have traded on the other market for at least one year. The rule is now in effect.

“China-based Issuers” are defined as companies headquartered or incorporated in China (including Hong Kong and Macau) or whose business is principally administered in one of those jurisdictions. Nasdaq will determine whether a company is “principally administered” in one of the named jurisdictions based on the particular facts and circumstances, which may include the citizenship or residency of founders, controlling persons, directors, officers or employees.

Takeaway – The rule is part of a broader and significant suite of Nasdaq initiatives to tighten listing standards for smaller issuers and for those jurisdictions deemed high-risk. In particular, Nasdaq has observed that the majority of listings from China are small offerings resulting in limited public floats that are more exposed to market manipulation. Companies that fit into the definition of China-based Issuer must now plan for larger IPOs than those that China-based Issuers have conducted historically.

NYSE and Nasdaq move to enable trading of tokenized equity securities under DTC pilot program

The New York Stock Exchange (NYSE) has filed an immediately effective rule change with the SEC (new Rule 7.50), aligned with Nasdaq’s tokenization framework, to permit the trading of certain equity securities in tokenized form under a three-year Depository Trust Company (DTC) pilot program and a December 2025 SEC Staff no-action letter.

Under the new rules, eligible broker-dealers participating in the pilot program may elect to clear and settle trades in tokenized form for a limited universe of securities (initially Russell 1000 constituents and major index ETFs), so long as such tokenized securities are fungible with traditional shares, share the same CUSIP and symbol, and convey identical shareholder rights, with tokenized and non-tokenized shares trading concurrently in the same order book without changes to execution priority, fees, market data, surveillance, or T+1 settlement timing.

Takeaway – Although the rule change is effective, tokenized trading will not commence until DTC’s supporting infrastructure is operational. The pilot program marks a significant step toward integrating blockchain-based settlement into mainstream equity markets. Non-U.S. issuers within the eligible universe should note that their securities may be cleared and settled in tokenized form without requiring issuer action.

NYSE expands listing flexibility for rights offerings

On May 19, 2026, the SEC approved an amendment to Section 703.12(II) of the NYSE Listed Company Manual that broadens the circumstances under which rights may be listed on the NYSE.

The amended rule facilitates new offering structures, including offerings tied to securities not yet listed at the time the rights begin trading. Specifically, the amendment expands the definition of rights to include subscription rights that are offered to new investors where previously only rights offered to existing shareholders could be traded. Furthermore, the amended rule introduces the concept of “Prospective Listing Rights.” This feature enables issuers to list and trade rights exercisable for securities that are not yet listed on the exchange as long as the exercise is pursuant to a Securities Act registration statement that went effective prior to or at the time the rights are listed. Rights may be issued with or without consideration to initial recipients.

The amended rule establishes requirements for Prospective Listing Rights, including numerical listing criteria, a trust account controlled by an independent custodian for exercise proceeds, a maximum listing period, and conditions for delisting and the return of funds if the underlying transaction is not completed. Consistent with this framework, the SEC has also published new Corporate Finance Interpretation 142.01 under “Securities Act Sections,” which clarifies that, where prospective listing rights are issued in connection with a business combination, the registration statement for the underlying securities must include substantive disclosure regarding the contemplated transaction and target business.

Takeaway – The rule change meaningfully expands the utility of rights offerings – particularly by enabling trading in rights tied to yet-to-be-listed securities – while preserving investor safeguards, making rights offerings a more versatile and viable financing tool for issuers. This is likely to facilitate the ability of NYSE-listed FPIs to structure and execute SEC-registered rights offerings on the exchange.