According to official SEC remarks, the Commission seeks input on foreign private issuer rules and explores guardrails for retail access to private assets amid regulatory gaps and liquidity, valuation, and disclosure concerns.
In an official statement, an SEC Commissioner addressed two agenda items: (1) foreign private issuers (FPIs) and (2) retail access to private markets. The remarks noted a recent SEC concept release requesting public comment on FPI eligibility and treatment, emphasizing a level playing field with domestic issuers and closing loopholes. Concerns cited included data that over half of Form 20-F filers trade only in the U.S., research indicating potential insider trading abuses under Exchange Act Section 16 by certain foreign insiders, and risks from Chinese Variable Interest Entity (VIE) structures. The SEC has received over 75 comment letters and invited feedback from academics, market participants, and the UK FCA. On retail access, the Commissioner referenced the August 7, 2025 Executive Order on alternative assets for 401(k) investors and supported strong guardrails. Skepticism was expressed about using registered funds to package illiquid private assets, highlighting liquidity, valuation opacity, oversight, and disclosure needs. Specific issues included co-investment flexibility under Section 17(d)/Rule 17d-1, allowing certain closed-end funds to operate as series funds, and maintaining staff review for closed-end registrations. The remarks endorsed Reg D reforms to require scaled, consistent material information for investors, citing Ralston Purina and Hill York on the necessity of information access.