Institute of International Bankers urges US Securities and Exchange Commission to exempt internationally headquartered financial institutions from foreign private issuer definition changes

The Institute of International Bankers submitted a comment letter urging the US Securities and Exchange Commission to exempt internationally headquartered financial institutions (IHFIs) from any amendments to the foreign private issuer (FPI) definition and related accommodations discussed in the SEC’s concept release. The IIB argued that IHFIs are already highly regulated in the United States and subject to extensive disclosure requirements beyond those of typical public companies, and that substantive changes to the current FPI framework could have negative consequences for IHFIs and reduce US investors’ access to geographically diverse investment opportunities. If no exemption is granted, it highlighted concerns that a foreign trading volume test would make FPI eligibility dependent on factors outside an issuer’s control and increase compliance costs, a major foreign exchange listing requirement would create regulatory uncertainty, and any requirement to assess foreign regulation would be administratively burdensome and resource-intensive for the SEC.