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ARTICLE · 13 JUNE 2025

SEC Issues Concept Release On Definition Of Foreign Private Issuer

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On June 4, 2025, the U.S. Securities and Exchange Commission (the "Commission" or "SEC") issued a concept release soliciting public comment on the definition of foreign private issuer ("FPI")...

GlobalCorporate/Commercial Law
Jennifer Zepralka
Jennifer Zepralka
Ryan Castillo
Ryan Castillo
Brian D. Hirshberg
Brian D. Hirshberg
Thomas Kollar
Thomas Kollar
Alexandra (Ali) Perry
Alexandra (Ali) Perry
Anna T. Pinedo
Anna T. Pinedo
Rodolfo Constantino De Tella
Rodolfo Constantino De Tella
Liz Walsh
Liz Walsh
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On June 4, 2025, the U.S. Securities and Exchange Commission (the "Commission" or "SEC") issued a concept release soliciting public comment on the definition of foreign private issuer ("FPI"), particularly on whether the current definition should be amended in an effort to protect U.S. investors while continuing to facilitate capital formation. The SEC is focused on the significant changes in the global capital markets and characteristics of foreign private issuers since the last SEC review of the FPI regulatory framework in 2008.

BACKGROUND

Traditionally, U.S. policymakers encouraged foreign companies to access the U.S. capital markets by providing certain accommodations for disclosure, reporting and corporate governance. However, in recent years, particularly under the prior administration, there has been a gradual reduction of regulatory accommodations provided to FPIs. At the 2024 U.S.-China Symposium hosted by Harvard Law School, SEC Commissioner Uyeda

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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