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Foreign Private Issuers

Woodruff Sawyer

Foreign Private Issuers: Time to End the Free Lunch?

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Foreign private issuers (FPIs) are non-US companies that are traded on US exchanges. They have access to US capital markets even though FPIs are subject to less-stringent disclosure requirements. A good question to ask is...more

Hogan Lovells

SEC requests public comment on the definition of foreign private issuer

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On June 4, the SEC published a “concept release” seeking public comment on potential amendments to the definition of “foreign private issuer” (FPI) under the Securities Act and the Exchange Act. The SEC issued the release in...more

Seward & Kissel LLP

The SEC Seeks Public Comment on its Definition of Foreign Private Issuer

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On June 4, 2025, the US Securities and Exchange Commission (the “SEC”) published a Concept Release on Foreign Private Issuer Eligibility (the “Release”) seeking comment on the eligibility criteria for companies to qualify as...more

Carlton Fields

SEC Solicits Public Comment on Definition of “Foreign Private Issuer”

Carlton Fields on

The Securities and Exchange Commission (SEC) published a concept release on June 4, 2025, seeking feedback on whether the SEC should amend the definition of “foreign private issuer” (FPI). In the release, the SEC asks whether...more

Cozen O'Connor

SEC Invites Feedback to Foreign Private Issuer Eligibility Rules

Cozen O'Connor on

On June 4, 2025, the U.S. Securities and Exchange Commission (SEC) issued a Concept Release, seeking public feedback on whether the nearly half-a-century-old definition of foreign private issuer (FPI) and the reporting...more

Cooley LLP

SEC Issues Concept Release on Foreign Private Issuer Eligibility

Cooley LLP on

On June 4, 2025, following observation of the significant increase in the foreign private issuer (FPI) population between 2003 and 2023, the Securities and Exchange Commission (SEC) published a concept release soliciting...more

Cooley LLP

The SEC’s Concept Release on the ‘Foreign Private Issuer’ Definition: Why It Matters

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Last week, the SEC issued this 71-page concept release to rethink the definition of “foreign private issuer” and determine which companies should get the benefits of reporting under the FPI reporting framework. Here’s the...more

Mayer Brown

SEC Issues Concept Release on Definition of Foreign Private Issuer

Mayer Brown on

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...more

Paul Hastings LLP

SEC Concept Release on Foreign Private Issuer Eligibility: A Portent for the Foreign Private Issuer Regulatory Framework?

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On June 4, 2025, the SEC published a concept release in which the agency analyzes trends related to foreign private issuers (FPIs) and solicits extensive feedback regarding whether and how the definition of FPI should be...more

BCLP

SEC Considers Modification of Foreign Private Issuer Criteria: May Result in Fewer Foreign Companies Qualifying as FPIs

BCLP on

On June 4, 2025, the SEC released a Concept Release seeking public comment on potential changes to the definition of foreign private issuer (“FPI”), which changes may have the effect of reducing the number of foreign...more

Morrison & Foerster LLP

SEC Seeks Public Comment on Stricter Standards for Foreign Private Issuer (FPI) Reporting

On June 4, 2025, the U.S. Securities and Exchange Commission (SEC) issued a Concept Release soliciting public comments on whether and how to revise the definition of a foreign private issuer (FPI) under the federal securities...more

Akin Gump Strauss Hauer & Feld LLP

SEC to Consider Changes to “Foreign Private Issuer” Eligibility Criteria

On June 4, 2025, the U.S. Securities and Exchange Commission (the “SEC”) published a concept release soliciting public comment on potential changes to the definition of “foreign private issuer” (“FPI”)....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Requests Public Comment on the Definition of Foreign Private Issuer

On June 4, 2025, the Securities and Exchange Commission (SEC) issued a concept release soliciting public input on whether the definition of foreign private issuer (FPI) should be amended, particularly given the significant...more

DLA Piper

Time to Reassess The Definition of a Foreign Private Issuer?

DLA Piper on

As discussed at an open meeting held on June 4, 2025, the US Securities and Exchange Commission (Commission) published a concept release (Release) soliciting comments on whether to revise the definition of “foreign private...more

White & Case LLP

SEC Concept Release Regarding Foreign Private Issuer Eligibility

White & Case LLP on

On June 4, 2025, following an open meeting of the Securities and Exchange Commission, the Commission issued a concept release to solicit public comment on the definition of foreign private issuer ("FPI")....more

Wilson Sonsini Goodrich & Rosati

SEC Solicits Public Input on Definition of Foreign Private Issuer

On June 4, 2025, the U.S. Securities and Exchange Commission announced that it published a concept release to solicit public comment on the definition of foreign private issuer (FPI). FPIs benefit from a number of...more

Loeb & Loeb LLP

Considering a U.S. Listing? What Asian “Foreign Private Issuers” Should Know

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During the first four months of 2025, at least eight companies listed on the Singapore Exchange (SGX) announced potential delisting and at least 11 SGX-listed companies announced that they have received privatization offers...more

Dickinson Wright

Have You Considered London

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London always has and continues to be a popular destination for overseas companies. Listing in London provides access to the largest capital market in Europe with a deep pool of liquidity and international investors,...more

Woodruff Sawyer

D&O Insurance for Foreign IPOs: A 2025 Step-by-Step Guide

Woodruff Sawyer on

Private to Public Timeline - Click/tap an area of the timeline to learn more about the D&O insurance process for companies going public. While the timeline below is specific to IPO companies, the milestones are relevant to...more

Seward & Kissel LLP

SEC Expands Accommodations for Nonpublic Review of Most Securities Act and Exchange Act Registration Statements

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On March 3, 2025, the Securities and Exchange Commission (the “SEC”) expanded the accommodations for the confidential submission and review of registration statements under the Securities Act of 1933 (the “Securities Act”) or...more

Paul Hastings LLP

2024 Going Public: US IPO Report

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Following headwinds and underwhelming performance in 2022 and 2023, the IPO market in 2024 showed signs of stabilization. While the market continued to lag behind on a proceeds basis due to a larger number of smaller IPOs...more

Hogan Lovells

Cross-border SEC spotlight: Key updates for non-U.S. companies

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Welcome to the inaugural edition of our Hogan Lovells Cross-border SEC spotlight: Key updates for non-U.S. companies, a dedicated resource for non-U.S. companies listed or exploring a listing in the United States. This...more

Akerman LLP

SEC Expands Confidential Review Process for Draft Registration Statements

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On March 3, 2025, the Securities and Exchange Commission (the “Commission”) announced updates to its confidential submission process for draft registration statements, broadening the scope of issuers eligible for non-public...more

Mayer Brown Free Writings + Perspectives

Staff Guidance on Non-WKSI Form S-3 Registration Process; Disclosure Requirements for Foreign Private Issuers

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure...more

Cooley LLP

Securities Act and FPI Exchange Act forms CDIs update

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Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be...more

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