The New SEC Agenda: A Summary

Chairman Paul S. Atkins has launched a broad philosophical shift at the Securities and Exchange Commission (SEC), directing the agency toward cutting red tape, maximizing capital formation, and embracing technological innovation.  The following summarizes SEC initiatives now underway.

1.         Regulatory Direction

At the SEC Speaks Conference (March 2026) and in public remarks throughout 2026, Chairman Atkins has expressed the following change in direction for the agency:

The “A-C-T” Strategy

This three-part framework is now applied to the agency’s rules and actions:

1. Advance:  Modernizing SEC rules to provide clear, fit-for-purpose rules for emerging technologies — including digital assets and distributed ledger technology — to keep U.S. markets competitive rather than impeding innovation.
   
2. Clarify:  Establishing clear jurisdictional boundaries and conditional rules (including through SEC–CFTC coordination) to replace “regulation by enforcement.”  The SEC-CFTC coordination is governed by a historic Memorandum of Understanding (MOU) and Joint Harmonization Initiative signed on March 11, 2026.
   
3. Transform:  Modernizing, pruning, and eliminating overreaching, non-material, political or outdated disclosure requirements that impose unnecessary costs.

Capital formation is a related, overarching priority of the Atkins agenda — expanding access to private markets and new capital-raising pathways.

The “Make IPOs Great Again” Project

This initiative is designed to reverse a 40-year decline in U.S. public listings, focusing on:

1. Strict Financial Materiality:  Returning disclosure requirements to factors that directly affect a company’s bottom line.  This principle was the basis for the SEC’s rollback of environmental, social, and governance (ESG)-related mandates.
   
2. Depoliticizing Proxies:  Returning proxy-ballot governance to state corporate law and curbing non-binding social or environmental proposals on corporate ballots.  See the newly proposed Rule 14a-8 rescission in Section 2(f) below.
   
3. Curbing Frivolous Lawsuits:  Shielding companies from predatory class-action litigation.

2.         Regulatory Initiatives

The SEC has translated this philosophy into several structural proposals and policy updates.

1. Semiannual Reporting Option (Form 10-S) [ISSUED – May 5, 2026]
   
   This proposal would allow U.S. public companies to voluntarily elect six-month reporting on new Form 10-S in lieu of quarterly Form 10-Q filings, which is intended to reduce short-term market pressure.  Companies electing this option could still furnish quarterly results via Form 8-K earnings releases.  Investors on the “buy-side” generally oppose a reduction in periodic disclosure because the lack of transparency increases their risk, particularly when lenders will still demand and receive updated information, which they oftentimes need for their own shareholders.
   
2. Filer Status Overhaul and SOX 404(b) Audit Relief [PROPOSED – May 19, 2026]
   
   This proposal would collapse the current five filer categories into two — large accelerated filer (LAF) and non-accelerated filer (NAF) — and raise the LAF public-float threshold from $700 million to $2 billion (tested over two consecutive years, with a 60-month reporting “seasoning” requirement).  Only LAFs would remain subject to SOX Section 404(b) auditor-attestation requirements.  The SEC estimates roughly 80–81% of public companies would qualify as NAFs and thus be exempt from costly mandatory audits and auditor attestation of internal controls over financial reporting.
   
3. Expanded Form S-3 Shelf Access (“Registered Offering Reform”) [PROPOSED – May 19, 2026]
   
   This proposal would eliminate the $75 million public-float threshold and the 12-month reporting “seasoning” requirement for Form S-3, making short-form shelf registration available to virtually any current, timely-reporting issuer immediately upon becoming subject to Exchange Act reporting.  This proposal would give smaller public companies instant, flexible access to public capital markets.  Second, this proposal would also expand eligibility for Form S-1 backward and forward incorporation by reference.  Last, this proposal would also replace the Well-Known Seasoned Issuer (WKSI) framework with three tiers: (i) Form S-3 eligible issuers (the base tier for any current and timely reporting issuer); (ii) ”eligible listed issuer” (Form S-3 eligible issuers with common equity listed on a national exchange and receiving WKSI like benefits); (iii) ”seasoned eligible listed issuer” (eligible listed issuers with at least one full year completed as a public company).
   
4. “Regulation Crypto Assets” (Reg CA) [PROPOSED – Aug. 18, 2026]
   
   This proposal would create a safe-harbor regime for digital token fundraising.  It creates exemptions from Securities Act registration for crypto-asset offerings: a start-up exemption (up to $5 million over a rolling four-year period) and two-tiers of fundraising exemptions modeled on Regulation A (Tier 1: up to $20 million; Tier 2: up to $75 million, per 12-month period), and a conditional safe harbor allowing a token to exit “investment contract” status once “managerial efforts” are complete.
   
5. SEC Halves Minimum Tender Offer Period  [ADOPTED – April 16,2026]
   
   The SEC Staff issued an Exemptive Order reducing the minimum offer period for qualifying all-cash, fixed-price equity tender offers from 20 business days to 10 business days, effective immediately.

6. Improved Tender Offer Delivery Methods [ISSUED July 9, 2026]
   
   The Division of Corporation Finance issued two interpretations —[CFIs 104.03 and 131.04] that clarify the methods available to bidders for disseminating tender offer materials at commencement.  Provided that the bidder offers only cash (or certain exempted securities), and the tender offer is not part of a going-private transaction, a bidder now may now disseminate the offer by issuing a press release through a widely disseminated news or wire service containing a hyperlink to the full offer materials, in lieu of a summary newspaper advertisement or a mailing to shareholders.
   
7. Regulation E-Delivery [PROPOSED July 21, 2026]
   
   The SEC has proposed to facilitate electronic delivery under a broad range of federal securities laws.  The proposal sets forth conditions for covered entities to deliver covered information to covered recipients electronically without first obtaining their affirmative consent.
   
8. Rescission of Rule 14a-8 and Proxy Solicitation Reforms [PROPOSED – Sept. 16, 2026]
   
   The SEC has proposed to rescind Rule 14a-8 (the shareholder-proposal rule) on the ground that it exceeds the SEC’s statutory authority and intrudes on matters of state law.  This would leave shareholder-proposal rights to state law and corporate charters and bylaws.  A companion proposal would modernize proxy solicitation, e.g., eliminate the requirement to deliver an annual report to security holders and eliminate certain notice-of-exempt-solicitation filings. This is the clearest concrete step yet toward the “Depoliticizing Proxies” goal described above, although it creates arbitrage among states of organization that itself inherently political and may have the effect of reducing shareholder rights across the board.
   
9. Enforcement Shift Toward Individual Liability
   
   The Enforcement Division has moved away from headline corporate fines that largely fall on blameless shareholders, toward pursuing individual executives for fraud, insider trading, and accounting irregularities. On August 5, 2026, the SEC formally established a new Financial Reporting and Accounting Unit within the Division of Enforcement to pursue accounting and financial-reporting fraud, including individual liability of executives.
   
10. Multiple Alternative Share Classes of Investment Companies [SEC OrderARK Venture Fund and ARK Investment Management LLC], IC-36333, September 21, 2026
    
    The SEC approved an application for exemption from existing rules to permit a registered closed-end fund to issue classes of shares on multiple venues:
    
    • Tokenized Class.  A class of shares traded on one or more ATSs or quoted on one or more other quotation mediums, using blockchain-based infrastructure for settlement and transfer.
    • Exchange Class.  A class of shares listed on a national securities exchange, providing investors with continuous secondary-market liquidity through exchange trading during market hours.
    • Interval Fund Classes.  A class of shares that is not traded but offers periodic liquidity through quarterly tender offers for a limited percentage of the fund’s net assets.

Operation of the fund through these various methodologies should offer investors different choices for obtaining liquidity for the same underlying investment and could offer an experimental stress test for these alternate methods.

3.         SEC Initiatives Affecting Foreign Private Issuers (FPIs)

While U.S. companies are seeing proposed deregulation, Foreign Private Issuers (FPIs) face a more demanding compliance landscape and are, for now, excluded from several of the deregulatory proposals above.

1. The Holding Foreign Insiders Accountable Act (HFIAA) [ADOPTED – law enacted Dec. 18, 2025; SEC final rules adopted February 27, 2026; effective Mar. 18, 2026]
   
   This law eliminated the historic exemption of FPI officers and directors from Section 16(a) insider-reporting requirements.  Those insiders must now file Forms 3, 4, and 5 with the SEC — Form 4 transaction reports are due within two business days, the same standard that applies to domestic-issuer insiders.  The SEC has issued an exemptive order granting conditional relief from Section 16(a) for FPIs incorporated or organized in qualifying jurisdictions, including Australia, Canada, Chile, the European Economic Area (the EU’s 27 member states plus Iceland, Liechtenstein, and Norway), India, the Republic of Korea, Singapore, Switzerland, and the United Kingdom.
   
2. Exclusion from Streamlined Domestic Reforms
   
   The proposed Form 10-S semiannual-reporting option and the proposed expanded Form S-3 shelf rules would exclude FPIs, at least until the SEC completes its review of FPI eligibility under the Concept Release described below.  For now, FPIs remain tied to their existing, country-specific reporting models.
   
3. SEC Concept Release on Foreign Private Issuer Eligibility [concept release — June 4, 2025; no rule proposed yet]
   
   The release solicits feedback on whether the FPI definition should change.  The SEC wants to see if the current rules still make sense or if they need updates to protect U.S. investors because the FPI population has shifted materially between 2003 and 2023:
   
   • Jurisdiction Shift:  In 2003, most FPIs were incorporated and headquartered in Canada or the U.K. By 2023, the most common jurisdiction of incorporation was the Cayman Islands (33.3% of FPIs), and the most common headquarters location was mainland China (22.6%).
   • Mismatched Locations: Companies with different countries of incorporation and headquarters jumped from 7% in 2003 to 48% in 2023, often reflecting shell structures not listed on any local exchange.
   • U.S. Market Concentration: Many FPIs now trade primarily or entirely in the U.S., with little or no meaningful home-country regulatory oversight.
     
4. Possible MJDS Expansion [one option under the Concept Release; no rule proposed]
   
   One alternative suggested in the Concept Release is expanding mutual recognition beyond the Multijurisdictional Disclosure System (MJDS) established with Canada in 1991.  A broader mutual-recognition approach was considered and shelved in the 1990s because of: (i) a lack of regulatory commonality, i.e., the gap between U.S. and foreign disclosure regimes was too wide, and (ii) divergent accounting frameworks and differing audiences for financial statements abroad.  With the widespread adoption of International Financial Reporting Standards (IFRS) since then, SEC staff — including the Office of International Corporate Finance — are reportedly taking a fresh look at the idea, though no proposal has been issued.

4.         Implications for M&A Practice

Even though most items above are still proposals, deal counsel should begin factoring them into structuring, diligence, and timing now.

1. Cheaper, faster access to capital:  If adopted, expanded Form S-3 shelf eligibility and the SOX 404(b)/filer-status relief would let smaller and mid-cap targets and acquirers access the shelf immediately and at lower audit cost — supporting quicker follow-on financings for stock and cash deals, faster PIPE takeouts, and more competitive bidding by companies that previously lacked shelf access.
   
2. IPO becomes a more viable exit path:  Lower audit-attestation costs and semiannual reporting (if adopted) could make an IPO exit relatively more attractive versus a sale for some sponsor-backed companies, giving sellers additional leverage in dual-track processes.
   
3. Diligence and disclosure timing:  A semiannual Form 10-S filer being acquired may lack the quarterly financial statements buyers, lenders, and merger-proxy/registration-statement (e.g., Form S-4) preparers are accustomed to; deal teams should build in time and cost for supplemental quarterly carve-outs and auditor review where the target has elected semiannual reporting.
   
4. Faster tender-offer acquisitions:  The reduction of the minimum tender-offer period from 20 to 10 business days for qualifying all-cash, fixed-price offers could make two-step tender-offer/back-end-merger structures more attractive by materially shortening the signing-to-closing timetable. The new ability to commence qualifying offers through a widely disseminated press release linking to the offer materials further simplifies execution.
   
5. Electronic transaction communications:  Proposed Regulation E-Delivery could simplify and reduce the cost of distributing merger proxies, prospectuses and other transaction materials by making electronic delivery the default.
   
6. Shareholder activism and deal opposition:  If Rule 14a-8 is rescinded, target companies would face fewer shareholder-sponsored ballot proposals (including anti-takeover or ESG-linked proposals), while proxy-solicitation streamlining could ease merger-proxy mechanics — but activists opposing a transaction may rely more heavily on state-law rights and free-standing solicitations rather than Rule 14a-8 proposals.
   
7. Heightened individual liability exposure:  The new Financial Reporting and Accounting Unit’s focus on individual executives increases the importance of accounting-focused diligence, D&O insurance limits and tail coverage, indemnification agreements, escrow provisions, accounting policies for accounting and disclosure issues and otherwise addressing pre-closing financial-reporting exposure that can survive closing and attach to target management. 
   
8. Cross-border and FPI deals:  HFIAA’s new Section 16(a) reporting obligations mean directors/officers of a target that remains an SEC-reporting FPI post-closing (e.g., in a partial or minority-stake deal) may face new U.S. insider-reporting duties; exemptive relief is available only for insiders from the defined list of qualifying jurisdictions.  Until the FPI Concept Release matures into rules, FPIs remain excluded from the Form 10-S and expanded Form S-3 reforms, preserving added complexity for inbound acquisitions of U.S.-listed FPIs and for structuring follow-on capital raises around a cross-border deal.  Any eventual MJDS-style mutual recognition could meaningfully ease dual-listed, cross-border stock-for-stock combinations, but implementation remains speculative.
   
9. Crypto and digital-asset targets:  Reg CA’s proposed safe harbor for exiting “investment contract” status could, if adopted, simplify acquisitions of token-issuing businesses by giving buyers a clearer path to closing without an overhang of unregistered securities, and its offering exemptions may broaden the pool of financeable crypto-native targets.

5.         Market Impact Summary and Matrix

The combination of these rules creates a divided compliance environment across corporate categories. Domestic smaller and mid-market public companies stand to benefit from lower audit fees and faster shelf-registration access, while FPIs must navigate dual-reporting and insider-tracking obligations under rigid timelines pending resolution of the Concept Release.

For more information concerning the matters discussed in this publication, please contact the authors Guy P. Lander (lander@clm.com), Guy Ben-Ami (benami@clm.com), Ronald M. Feiman (feiman@clm.com), Andris J. Vizbaras (vizbaras@clm.com), Steven J. Glusband (glusband@clm.com), Claudia Carbone (carbone@clm.com), or your regular Carter Ledyard attorney.