Comment: SEC Concept Release on FPI eligibility

We appreciate the SEC’s objective for revisiting the definition of “foreign private issuer” (FPI) in light of the changes in the FPI population. In our comments to its recent Concept Release, we encourage the Commission to consider investor feedback as well as conduct further outreach, if necessary, to identify specific disclosure gaps in FPI reporting, especially for those issuers that do not have meaningful disclosure and other regulatory requirements in their home country jurisdictions. We believe this will provide valuable insight into determining whether amending the FPI definition or pursuing alternative rulemaking would best serve investors’ needs.

We also urge the Commission to evaluate the impact of any potential change in the FPI definition on dual-listed issuers subject to rigorous regulatory regimes outside the United States, Canadian issuers and U.S.-only listed FPIs with meaningful statutory reporting obligations in their home countries. Losing FPI status could adversely affect the quality and efficiency of these issuers’ financial reporting, particularly in light of the significant costs and complexities associated with transitioning from IFRS to U.S. GAAP and complying with periodic and current reporting requirements on domestic forms.

Download our letter to read our comments in full.