SEC Concept Release on Foreign Private Issuer Eligibility: A Portent for the Foreign Private Issuer Regulatory Framework?

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On June 4, 2025, the SEC published a concept release in which the agency analyzes trends related to foreign private issuers (FPIs) and solicits extensive feedback regarding whether and how the definition of FPI should be amended. This results from the fact that FPIs are increasingly traded exclusively in the United States and are not subject to any non-U.S. disclosure requirements, and yet benefit from significant exemptions that are not available to their U.S. counterparts.

The current framework for the definition of “foreign private issuer” was adopted in 1983 and last amended in 1999. The test for FPI status is based on whether a majority of the shareholders of a non-U.S. incorporated company are U.S.