SEC Seeks Feedback On "Foreign Private Issuer" Definition And Accommodations

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

By way of background, under the current definitions in Rule 405 of Regulation C under the Securities Act of 1933, as amended, and Rule 3b-4 under the Securities Exchange Act of 1934, as amended, an issuer formed outside of the United States qualifies as a foreign private issuer if at least one of the following two tests is satisfied:

(1) 50 percent or less of its outstanding voting securities (measured by number of voting securities or voting power) are held by US residents — the so-called "shareholder test";