& Securities

What the SEC’s Re-Think of FPI Status Could Mean for Non-U.S. Issuers

On June 4, 2025, the Securities and Exchange Commission published a wide-ranging concept release inviting public comment on whether, and if so how, to revise the definition of foreign private issuer. The FPI definition is the key to the extensive accommodations under SEC rules that reduce U.S. reporting, governance, and liability burdens for qualifying non-U.S. companies. The FPI accommodations put in place by the SEC had been based on its understanding that most FPIs would be subject to meaningful disclosure and other regulatory requirements in their home country and that their securities would be traded in foreign markets.  However, in light of pronounced shifts in the composition and trading of the population of FPI companies, the SEC is questioning whether the current framework continues to preserve appropriate investor protections while balancing the need by certain non-U.S. issuers for accommodations from SEC rules to reduce burdens arising from duplicative or conflicting domestic and foreign requirements. The public comment period on the release is open until September 8, 2025. In this Alert we highlight important elements of the release and describe the significant impacts that future SEC rule changes could have on public and private non-U.S. issuers.

View this entire Governance & Securities Alert.