On September 17, 2025, the SEC issued a Policy Statement stating that the presence of a mandatory arbitration provision in a corporation’s governing documents will not affect decisions about accelerating effectiveness of registration statements.

In the Press Release announcing the policy, Chairman Paul S. Atkins stated:

“While many people will express views on whether a company should adopt a mandatory arbitration provision, the Commission’s role in this debate is to provide clarity that such provisions are not inconsistent with the federal securities laws.”

You can read a thoughtful discussion about the policy statement, including a historical perspective about merit versus disclosure regulation, in this blog post by Gary Brown of Nelson Mullins Riley & Scarborough titled “Blame FDR, not Atkins, for the SEC’s Policy Statement on Arbitration Provisions.”

Gary is also a SEC Institute workshop leader and chairs PLI’s Understanding the Securities Law conference.

As always, your thoughts and comments are welcome!

On September 10, 2025, the SEC announced that James J. Moloney, a partner at Gibson, Dunn & Crutcher LLP, will be the next Director of the Division of Corporation Finance.  You can read more about Mr. Moloney’s background in this Press Release.

Cicely LaMothe, who had been Acting Director, will return to her role as Deputy Director.

As always, your thoughts and comments are welcome.

On August 28, 2025, CorpFin announced an update to its Financial Reporting Manual for a number of issues, including:

• Real estate related and miscellaneous revisions from 2020 amendments to the S-X Acquisition Rules,
• Revisions for amendments to MD&A,
• Updates for removal of the five-year selected financial data disclosure,
• Updates for changes to the quarterly supplementary financial information disclosure,
• Revisions for changes to PCAOB standards and other clarifications related to independent accountants’ involvement, and
• Other miscellaneous updates.

You can find all the details and a link to the FRM on the FRM webpage.

As always, your thoughts and comments are welcome!

On September 4, 2025, SEC Chairman Paul S. Atkins issued a Statement announcing the release of the Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions.  In his Statement Chairman Atkins said:

This regulatory agenda reflects that it is a new day at the Securities and Exchange Commission. The items on the agenda represent the Commission’s renewed focus on supporting innovation, capital formation, market efficiency, and investor protection.

It also covers a number of envisioned deregulatory rule proposals to reduce compliance burdens and facilitate capital formation, including by simplifying pathways for raising capital and investor access to private businesses. It discusses amending existing rules to improve and modernize them as well as address disclosure burdens.

The agenda includes potential rule proposals related to the offer and sale of crypto assets, foreign private issuer eligibility, enhancement of emerging growth company accommodations and simplification of filer status for reporting companies, and shelf registration modernization.

While executive compensation disclosures do not appear on the agenda, this area is also under consideration for revision.  You can view a recording of the June 26, 2025, SEC roundtable addressing executive compensation disclosures and the comments received here.

There is a project on the regulatory agenda titled “Rationalization of Disclosure Practices,” but the accompanying description does not provide any substantive details about the nature or subject of the project.

As always, your thoughts and comments are welcome.

On August 27, 2025, CorpFin published a new C&DI to clarify a potentially confusing issue in the transition out of the smaller reporting company system and related filer status determination.  New Question 130.05 explains the interplay between the determination of smaller reporting company status under the revenue test and the determination of accelerated or large accelerated filer status.  It clarifies that in the year a smaller reporting company under the revenue test loses its smaller reporting company status, it will not be an accelerated or large accelerated filer for that year.

As always, your thoughts and comments are welcome!

On August 13, 2025, the SEC announced a new “statistics and data visualization page” that provides a wealth of capital market statistics including information about public offerings, exempt offerings and number and categories of reporting issuers.

According to the SEC’s Press Release, the new webpage provides:

• “Data Visualizations: interactive graphics based on statistics
• Statistics Table: fundamental statistics regularly updated with the most recently available data
• Statistics Guide: description, calculation method, and data source for each metric
• Statistics Download: all available statistics in the table and data visualizations
• Related Materials: research and reports, regulatory background, investor bulletins, or additional resources.”

SEC Chairman Paul S. Atkins stated:

“I have long believed that greater transparency is essential to serving the public effectively, and this new webpage is another step toward making our work more accessible.  This new statistics page provides an unprecedented window into the capital markets. I am pleased that the SEC has launched this effort to put vital information into the hands of investors, market participants, and the public.”

As always, your thoughts and comments are welcome!

As we mentioned in this post, Erica Williams resigned as both chair and a board member of the PCAOB on July 15, 2025.  On July 21, 2025, the SEC announced that the Commission has designated George R. Botic as Acting Chair of the PCAOB.  Additionally, on July 23, 2025, Chair Paul S. Atkins  announced in this Statement that the Commission has begun a search for five new board members.

As always, your thoughts and comments are welcome.

On July 23, 2025, the SEC filed a Status Report with the U.S. Court of Appeals for the Eighth Circuit addressing the litigation related to the March 2024 Climate-Related Disclosure Rules.  In the Status Report the Commission stated:

“The Commission does not intend to review or reconsider the Rules at this time. As explained below, the Commission respectfully requests that the Court terminate the abeyance, continue considering the parties’ arguments, and exercise its jurisdiction to decide the case.”

Commissioner Caroline A. Crenshaw issued this Statement in connection with the action.

As always, your thoughts and comments are welcome.