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ARTICLE · 19 JUNE 2025

SEC Issues Concept Release Soliciting Public Comment On Foreign Private Issuer Definition

Foley Hoag LLP
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On June 4, 2025, the SEC issued a concept release soliciting public comment on the definition of "foreign private issuer" (FPI) under U.S. securities laws.

United StatesCorporate/Commercial Law
Ryan M. Rourke Reed
Ryan M. Rourke Reed
Caroline Samp
Caroline Samp
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On June 4, 2025, the SEC issued a concept release soliciting public comment on the definition of "foreign private issuer" (FPI) under U.S. securities laws. The SEC has identified potential changes to the definition that could significantly narrow FPI eligibility for foreign issuers with U.S.-based trading, operations, or management. If any such changes were implemented, affected companies could be required to restructure leadership, reincorporate, or list abroad to preserve FPI status. Issuers based in jurisdictions with limited investor protections or that have minimal foreign market activity could lose FPI eligibility entirely, potentially prompting a shift in capital-raising to non-U.S. markets.

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