SEC Requests Comment On Foreign Private Issuer Definition: Considerations For Canadian Issuers

On June 4, 2025, the U.S. Securities and Exchange Commission (SEC) issued a concept release seeking public comment on whether the definition of "foreign private issuer" (FPI) under U.S. securities laws remains appropriate in today's capital markets. The release is part of the SEC's broader review of whether the existing FPI eligibility criteria continue to strike the right balance between investor protection and cross-border market access. The SEC indicated its objective is to ensure that only companies with a meaningful connection to a non-U.S. jurisdiction can access the benefits of the FPI regime, thereby maintaining the integrity of U.S. disclosure standards. The comment period is expected to close around early September 2025.