I write in strong support of redefining Foreign Private Issuer to require that the issuer have a principal regulator overseas (i.e., not an exclusive US listing) that is recognized as providing reasonably comparable duties of disclosure and the country would generally extradite its citizens if criminal securities fraud charges are filed in the United States. I also urge the Commission to consider appropriate conditions on FPIs to ensure shareholders receive the level of protection that they expect when acquiring securities on a US exchange. For example, many jurisdictions limit derivative actions to legal owners, meaning that US investors who hold securities through a book-entry system are not considered shareholders and are deprived of the ability to bring derivative claims, contrary to their expectations when buying shares on major US exchanges. The Commission should consider requiring, as a condition of an FPI registering securities in the US, consent to beneficial owners having the right to bring derivative claims. Additionally, countries such as China, India, and Russia frequently violate their obligations under the Hague Service Convention, effectively immunizing directors and officers in those countries from liability in private securities actions. The Commission already requires an authorized person in the United States for the Commission to serve process on; it should condition marker access on a US-based agent for service for all officers and directors of the issuer too. Certainly it should require all directors and officers of a FPI to submit to personal jurisdiction in the United States for securities and shareholder actions. The FPI rules’ requirement for an authorized person in the United States, moreover, is frequently complied with in name only. For example, I am aware of a multi-billion dollar FPI whose authorized person in the United States was an impoverished secretary with no real authority to check the accuracy of a filing, refuse to sign it, or pay damages if it were fraudulent. The Commission should require FPIs’ authorized persons in the United States to be, at a minimum, a director or officer and require disclosure in the 20-F of the authorized person in the United States’s background and experience in much the way it does for directors. It is essential that this function be a real guardian of investors’ rights to accurate disclosures, since directors and officers in places like China have little to fear from a judgment or even criminal charges in the United States. Finally, the Commission might consider, as an alternative to fully disqualifying FPI status from countries with major compliance issues, a requirement to post a bond or maintain a substantial amount of insurance.