At the Securities and Exchange Commission’s Investor Advisory Committee meeting, Commissioner Caroline A. Crenshaw highlighted two policy areas where the Commission is seeking input: the eligibility criteria and regulatory treatment for foreign private issuers and potential changes that could expand retail investor access to private markets. She framed both topics around investor protection and ensuring that regulatory settings do not create competitive advantages or disclosure gaps relative to U.S. issuers and public markets. On foreign private issuers, Crenshaw pointed to the Commission’s recent concept release and said the review should focus on leveling the playing field and closing loopholes that allow access to U.S. markets without comparable disclosures or protections. She cited data suggesting that over half of Form 20-F filers trade exclusively in the U.S., raising questions about whether they are subject to a robust home-country regime, and referenced research alleging potentially abusive trading by certain foreign insiders exploiting Section 16 gaps, particularly in non-extradition jurisdictions including Russia and China. She also flagged concerns about variable interest entity structures used predominantly by Chinese companies to list in U.S. markets and noted the concept release has drawn over 75 comment letters. On private markets, Crenshaw cautioned against treating registered funds as a default mechanism for broader private market exposure, emphasizing the liquidity and valuation tensions between daily-priced retail funds and opaque, illiquid private assets. She supported stronger and more accessible disclosures, including on valuation methods, third-party appraisals, and enhanced fund-director oversight, and questioned proposals such as expanding co-investment flexibility for open-end funds given Section 17(d) and Rule 17d-1. She also urged a cautious approach to allowing certain closed-end fund structures to operate as series funds due to the potential loss of staff review through the acceleration process, and endorsed reforms to Regulation D that would pair any expanded access with meaningful, consistent, and scalable investor information and ongoing reporting.
U.S. Securities & Exchange Commission 2025-09-18
U.S. Securities and Exchange Commission Commissioner Crenshaw spotlights review of foreign private issuer rules and guardrails for retail access to private markets
At the SEC's Investor Advisory Committee meeting, Commissioner Caroline A. Crenshaw discussed policy changes on foreign private issuers and retail investor access to private markets, emphasizing investor protection. She highlighted disclosure gaps and regulatory advantages for foreign issuers, especially from non-extradition jurisdictions, and stressed robust disclosures in private markets. Crenshaw advocated for Regulation D reforms to ensure expanded access includes consistent investor information and reporting.