September 11, 2025
Chairman Atkins on FPIs, IFRS, CSRD & AI
Yesterday, in a keynote address at the Inaugural OECD Roundtable on Global Financial Markets, which facilitates discussion of recent developments in financial markets to promote the development of consensus-based policies, Chairman Atkins shared views (subject to the SEC’s standard disclaimer) with roundtable attendees — including senior officials from ministries of finance, central banks, financial regulators and other relevant bodies. His speech touched on a number of high-priority topics for the Commission:
Accommodations for Foreign Issuers. Noting that the FPI concept release was one of his first actions this year, Chairman Atkins highlighted that the release seeks public feedback on whether “foreign companies listed in the United States should be subject to additional conditions—such as a minimum foreign trading volume or listing on a major foreign exchange—for them to receive accommodations not available to U.S. companies.”
To be clear, the SEC welcomes foreign companies that seek to access the U.S. capital markets. The concept release is not a signal that the SEC intends to disincentivize such firms from listing on U.S. exchanges. Rather, our goal is to better understand the impact on U.S. investors and the U.S. market resulting from significant changes to the population of foreign companies listed in the United States over the last two decades. Among the notable changes are the makeup of foreign companies reporting to the SEC and the trend of incorporating in a jurisdiction, such as the Cayman Islands, that differs from where the company is headquartered, operates, and is subject to a governance framework that implicates shareholder interests.
In light of these changes, does the SEC’s original rationale for extending special accommodations to all foreign companies without qualification still make sense or should our rules be updated? . . . While the official comment period closed this past Monday, the SEC of course will consider input it receives after the due date in evaluating whether to propose rule changes. I look forward to reviewing the public feedback on this topic.
Accounting Standards. Chairman Atkins expressed concern that the expansion of the IFRS Foundation’s remit in recent years (Trustees are now responsible for securing funding for both the International Accounting Standards Board (IASB) and the International Sustainability Standards Board (ISSB)) has the potential to divert its focus from its long-standing core responsibilities.
[T]he IASB must promote high-quality accounting standards that are focused solely on driving reliable financial reporting and are not used as a backdoor to achieve political or social agendas. Reliable financial reporting is critical to supporting capital allocation decisions. We all have a strong interest in the IASB’s being fully funded and operational, and I encourage the IFRS Foundation to meet its goal for “stable funding” that prioritizes the IASB and its focus on standards for financial accounting, rather than specious and speculative issues.
Notably, he says, “If the IASB does not receive full, stable funding, then one of the underlying premises for the SEC’s elimination of the reconciliation requirement for foreign companies in 2007 may no longer be valid, and we may need to engage in a retrospective review of that decision.”
Financial Materiality. Citing the Corporate Sustainability Reporting Directive (CSRD), the Corporate Sustainability Due Diligence Directive (CSDDD) and the double materiality regulatory approach they apply, Chairman Atkins expressed concern about the impact of these laws on U.S. companies with EU operations and that the costs of compliance “are potentially passed on to American investors and customers.”
Agentic Finance. Chairman Atkins imagines agentic finance in our future — “a system whereby autonomous AI agents execute trades, allocate capital, and manage risk at speeds no human can match, with securities law compliance embedded in its code.” He noted the potential benefits of “faster markets, lower costs, and broader access to strategies once reserved for Wall Street’s largest firms” and shared his view that the “government’s responsibility here is to ensure that commonsense guardrails are in place while eliminating the regulatory obstructions that stifle innovation.”
– Meredith Ervine
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