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In a recently issued concept release, the SEC has asked for public comment on potential rule changes to amend the eligibility requirements for foreign private issuer (“FPI”) status in response to significant changes in the population of FPIs since the SEC last conducted a review of FPI eligibility. These rule changes may make it more difficult for many non-U.S. companies – particularly those that are only listed on a U.S. exchange or are incorporated in jurisdictions without equivalent disclosure and other regulatory requirements in their home country jurisdictions – to qualify as “foreign private issuers.”
The focus of the potential regulatory responses explored in the concept release is on amending the FPI definition – mainly to make it more difficult for an issuer to qualify as an FPI – rather than on eliminating any of the existing FPI accommodations, although Commissioner Caroline Crenshaw queried whether these should be revisited in her statement.
For further details, please see our recent client publication.
9 June 2025
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