On March 8, Meredith Cross, the Director of the Securities and Exchange Commission’s Division of Corporation Finance, delivered a speech at a conference in London in which she stated that the SEC would review its approach to regulating foreign private issuers.

Ms. Cross noted that in the past, foreign private issuers tended to consist of large companies that were listed on stock exchanges in their home countries and had only a secondary listing on an exchange in the United States. Under the current reporting regime, a foreign private issuer is required to file a Form 20-F with the SEC within 120 days of the end of its fiscal year and file on Form 6-K any material information that is required to be disclosed under the issuer’s home country regulation. This regulatory regime was created under the theory that the United States, as an issuer’s secondary trading market, should not drive that issuer’s disclosure obligations. The SEC has noticed, however, that in recent years a “large percentage” of foreign private issuers that registered with the SEC were not listed in their home countries, and used either the New York Stock Exchange or NASDAQ as their only trading market. Yet these issuers are required to make only minimal disclosures under the current regulatory regime.