United States of America: Securities and Exchange Commission closes consultation on definition of foreign private issuer and potential eligibility revisions under US securities law

On 7 September 2025, the Securities and Exchange Commission (SEC) closes its public consultation on the definition of a foreign private issuer. The SEC is seeking input on whether the current definition under Rule 3b-4 of the Securities Exchange Act and Rule 405 of the Securities Act should be revised in light of changes in the foreign issuer landscape since 2003. The consultation highlights specific components for review, including thresholds for US shareholder ownership, business operations in the United States, and the residency of directors and officers. The SEC invites comment on the potential costs, burdens, and regulatory effects of modifying these criteria. The release also addresses how the definition influences reporting obligations, cross-border market access, and the regulatory treatment of domestic and foreign issuers. While no rule changes are proposed, the consultation may inform future rulemaking.