News

SEC requests public comment on the definition of foreign private issuer

11 June 2025

On June 4, the SEC published a “concept release” seeking public comment on potential amendments to the definition of “foreign private issuer” (FPI) under the Securities Act and the Exchange Act. The SEC issued the release in response to significant changes in recent years in the composition and operations of foreign issuers currently benefiting from the FPI regime on compliance with U.S. securities regulation, including a substantial increase in FPIs whose equity securities trade almost exclusively on U.S. capital markets.

The SEC highlights that, while the FPI regime is designed to reduce compliance burdens that may arise from duplicative or conflicting U.S. and foreign disclosure requirements, the current rules were adopted with the expectation that most FPIs would be subject to meaningful oversight and disclosure obligations in their home country, and that their securities would primarily trade on foreign markets. In the SEC’s view, this expectation is no longer valid with respect to a significant portion of the FPI population.

Although the SEC does not propose any rule changes, the concept release opens the door to potentially significant revisions to the FPI framework. If the SEC proceeds with a rulemaking to modify the eligibility requirements for FPI status, the rule changes most likely would be directed at companies whose equity securities are listed solely in the United States or that are not subject to a robust regulatory and oversight system in their home country.

The SEC’s concept release (Rel. No. 33-11376) can be accessed here.

Click here to read our full SEC Update publication.

Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Richard Aftanas, Rupa Briggs, Jonathan Lewis, and Alex Parkhouse.