Securities Regulation Daily Wrap Up, FORMS AND FILINGS—Corporate Finance Director to issuers/investors: ‘Two SEC proposals will ease your financial burden‘, (Jun 12, 2026)
By Jay Fishman, J.D.
The Registered Offering Reform and Filer Status proposals will lower thresholds for, and cut red tape from, capital raising and investing.
Jim Moloney, former and now current SEC Corporate Finance Director, on June 9, 2026, addressed the U.S. Chamber Capital Markets Summit about the Commission’s two proposals to lower certain financial thresholds and cut long-standing red tape from outdated rules. The current rules, he said, have increasingly burdened small companies’ ability to raise capital and retail investors’ ability to invest in those companies; specifically, “in the decades since leaving the SEC, I have witnessed a layering on of disclosure rules and additional requirements to our public company registration and reporting rules…that have made the current public company regulatory framework unnecessarily costly, burdensome and complex.” He further cited as evidence of the problem the number of companies listed on U.S. stock exchanges that has fallen by roughly 40 precent, from the mid-1990s where more than 7800 companies were listed.
The two rule proposals. Moloney’s introductory remarks dovetailed into the bread and butter of his presentation—the SEC’s two rule proposals—aimed at stripping away the regulatory layers to create more competitive public markets for small companies and retail investors. The proposals, if adopted, would positively change how public companies register securities and report to investors. He especially urged the following interested persons to comment on the proposals:
Companies having struggled with a particular SEC requirement;
Investors who rely on a certain disclosure to make investment decisions; and
Persons who either “lean toward an ornate, Victorian style” of regulation or “prefer a minimalist approach.”
Registered Offering Reform Proposal. Moloney proclaimed that this proposal would replace outdated thresholds with two questions: (1) is this company an “ineligible issuer”? and (2) is this company current and timely in its SEC reporting? Meeting this simple threshold would, for the first time in decades, give smaller public companies access to shelf registration, thereby increasing the number of eligible companies by more than 60 percent.
Form S-3, the shelf registration form, currently requires a $75 million public float and a 12-month reporting history--1990s-established thresholds that, today, shut out otherwise qualified companies. But the registered offering reform proposal would, for example, help a small biotech start-up that completed an IPO within the past year; that company would no longer have to wait weeks or months for the Commission to review its registration that contains much of the previous information. Instead, the company could quickly get to conduct a follow-up offering to raise additional capital to further its clinical trials.
Filer Status Proposal. The filer status proposal, if adopted, would raise the large accelerated filer threshold from $700 million to $2 billion in public float, reserving the most demanding disclosure rules and reporting deadlines for the largest corporations. For all other companies—81 percent of all public issuers, although only 6.5 percent of total market public float—the amendments, Moloney declared, would likely result in reduced audit fees and other costs. Currently, some companies become subject to auditor internal control attestation before generating a single dollar of revenue simply because the companies’ market value crosses the accelerated filer threshold at one specific testing date. The filer status proposal, Moloney said, would aim to undo this burden for those companies.
RegulatoryActivity: AccountingAuditing ExchangesMarketRegulation FormsFilings IPOs PublicCompanyReportingDisclosure SECNewsSpeeches