Securities Regulation Daily Wrap Up, SEC NEWS AND SPEECHES—Small business committee meeting focuses on planned rule ‘modernization’, (Jul 28, 2026)

By Suzanne Cosgrove

The Commission seeks input on proposed rule changes that simplify registration and disclosure requirements with the goal of allowing more companies to go public.

In remarks made at the July 21 meeting of the SEC’s Small Business Capital Formation Advisory Committee, Commission Chairman Paul Atkins emphasized the need to incentivize companies—especially small and growing firms—to go and remain public.

“During the decade of the 1990s, there were approximately 4,000 IPOs. In the 25 years since then, there have been only 3,200,” Atkins said.

He noted that at the committee’s April meeting, committee members and speakers supported several proposals that could reverse this trend and help revitalize the IPO market.

Specifically, the committee called attention to the need to recalibrate disclosure requirements for smaller public companies, reconsider companies’ reporting cadence, enhance Form S-3 eligibility, revise criteria to qualify as a well-known seasoned issuer, extend the “IPO on-ramp,” and modernize filer status categories.

Proposed reforms. “Today, I am pleased to report that the Commission has since proposed four rules that reflect those very ideas—and many more,” Atkins said.

In May, for example, the Commission proposed amendments that, if adopted, would allow public companies the option to file one semiannual report each year, instead of three quarterly reports. “By removing the SEC’s thumb from the scale, we would afford companies regulatory flexibility to align reporting practices with their industry, business model, and investor expectations,” he said.

The SEC also has proposed the expansion of access to the SEC’s “shelf registration” process. Currently, due to eligibility restrictions, newly public companies cannot use the flexible shelf registration process offered by Form S-3, and smaller companies have limited access to it.

That proposal was followed by suggestions for filer status reform, which would re-calibrate disclosure and other requirements based on a company’s size and maturity. “As a result, more companies would receive relief from some of the most arduous SEC requirements, including auditor attestation of internal control over financial reporting,” Atkins said.

Finally, the SEC proposed rescinding the prior Commission’s climate disclosure rules, “which, I believe, exceeded the Commission’s statutory authority,” he said.

Peirce advises caution. “The goal is not to cut for the sake of cutting but to cut requirements that do not yield proportionate benefits,” said Commissioner Hester Peirce, who also addressed the committee.

“Done correctly, these regulatory efforts will benefit not only issuers, but also investors. Labyrinthine restrictions on access to public markets unmoored from an investor protection rationale serve nobody,” Peirce said. “At the same time, we are exercising the utmost caution in working to streamline and update rules that may be outdated or ineffective,” she said.

Looking for input, Peirce outlined a handful of questions for the committee to discuss, including what committee members expect utilization to look like for smaller issuers if new filer status rules are adopted as proposed. “For instance, will companies seeking newly available Form S 3 eligibility face any unique operational or infrastructure challenges in taking advantage of it? What further reforms would smaller issuers and their investors like to see?” she asked.

Costs considered. Commissioner Mark Uyeda also weighed in. “For each of these [SEC] proposals, and any other potential regulatory reforms discussed today, the test I’d ask the Committee to apply is simple to state and hard to answer: is a given disclosure obligation producing information to investors that materially changes the enterprise value of a company or its stock price?” he asked. “Or is it a fixed cost that lands hardest on the companies with the fewest resources to absorb it?”

This is a difficult question to answer because the costs we’re talking about rarely show up as a single dramatic barrier, Uyeda said, “They accumulate—a threshold set too low, a deadline too tight, a filing requirement that made sense for a $10 billion company but gets applied to one a fraction of that size.”

Report delivered. In a related move, the SEC this week released a report to Congress highlighting policy recommendations from the SEC’s 45 Annual Government-Business Forum on Small Business Capital Formation, which was held in March and featured remarks from each of the three commissioners.

The forum report noted “the IPO journey is a company’s most vulnerable period,” requiring careful coordination of market timing, financial preparedness—including current financials—governance structures, and investor communication.

The small business panel encouraged the Commission to consider regulatory changes to reduce that vulnerability and improve the process, such as extending the date when financials go stale to broaden the potential IPO window and loosening IPO communication rules to allow companies to discuss more consistently how they envision their post-IPO company.

The report also stated that reducing the cost of becoming and remaining a public company, such as through improvements to Regulation S-K, allowing semiannual reporting, and reassessing smaller reporting company and filer status complexity and thresholds, could benefit more small public companies for which the costs are increasingly high.

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