The U.S. Securities and Exchange Commission has published a concept release seeking public comment on whether the definition of “foreign private issuer” should be amended, citing significant changes in the foreign private issuer population since 2003. The review is framed around balancing access for foreign companies to U.S. markets with investor access to material information and avoiding competitive disadvantages for domestic issuers. Foreign private issuers currently benefit from accommodations and exemptions from federal securities law disclosure and filing requirements. The concept release invites views on the current definition and on the costs, burdens, and benefits that could result from potential regulatory responses, and uses the concept release format to surface potential approaches and questions ahead of any possible rulemaking. Comments will be due within 90 days after the request is published in the Federal Register.
U.S. Securities & Exchange Commission 2025-06-04
U.S. Securities and Exchange Commission launches concept release on possible changes to the foreign private issuer definition
The U.S. Securities and Exchange Commission has issued a concept release seeking public input on potentially amending the definition of "foreign private issuer" due to significant changes since 2003. The review aims to balance foreign companies' access to U.S. markets with investor access to material information and avoid competitive disadvantages for domestic issuers. The release invites feedback on the current definition and implications of potential regulatory changes.