As Goodwin’s PCAP discussed in a recent client alert, the staff (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”) Division of Corporation Finance on March 13, 2026 published a no-action letter confirming that the Staff would not recommend enforcement action for late filings by directors and officers of foreign private issuers (“FPIs”) who experience conditions that materially affected their ability to file timely Section 16(a) beneficial ownership reports that were originally due by March 18, 2026 if (1) those conditions directly result from the current war in the Mid-East and (2) the reports are filed by April 20, 2026. In a no-action letter published on April 17, 2026, the Staff have confirmed that this relief has been extended to May 29, 2026.
Conditions for No-Action Relief
The original no-action letter stated that the Staff would not recommend enforcement action for late filing of beneficial ownership reports under Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”) by directors and officers of FPIs that have a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 and are organized or headquartered in Israel or another foreign jurisdiction in the geographical region directly affected by the current war in the Middle East if the director or officer can represent that their ability to comply with the March 18, 2026 filing deadline had been materially affected by direct effects of the war and the director or officer files the required report(s) not later than April 20, 2026. That date has now been extended to May 29, 2026, but the Staff’s no-action position remains subject to the conditions stated in the original no-action letter.
The original no-action letter was based on the factual representations made in the incoming letter requesting no-action relief. Among others, the incoming request letter stated that the ability of the directors and officers to comply with the March 18, 2026 filing deadline had been materially affected by conditions that included shelter-in-place orders, intermittent losses of power, internet and telecommunications services, and ongoing severe disruptions of communications and other infrastructure.
Because the Staff’s original no-action letter expressly cautioned that “[a]ny different facts or conditions might require the [Staff] to reach a different conclusion,” directors and officers of FPIs who are subject to Section 16 beneficial ownership reporting requirements should evaluate the circumstances that may have affected – and may continue to affect – their ability to comply with the March 18, 2026 filing deadline.
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