Category Archives: SEC News

SEC Seeks Comment on Draft Strategic Plan

SEC News

On June 2, 2026, the SEC published its Draft Strategic Plan that, according to the related Press Release, “focuses on returning the agency to the core mission set by Congress more than 90 years ago: protecting investors; maintaining fair, orderly, and efficient markets; and facilitating capital formation.”

The draft plan focuses on three goals:

  • Renew our regulatory policy focus to support innovation, capital formation, market efficiency, and investor protection,
  • Shift our regulatory practices to increase stakeholder engagement, facilitate compliance efforts of market participants, and effectively return our enforcement approach to Congress’ original intent, and
  • Optimize our operational efficiency by enhancing our organizational structure, modernizing our technology, reforming employee performance management, and implementing robust internal performance reporting that incorporates accountability for resources and program success.

In the Press Release, which contains instructions about how to provide comments, SEC Chairman Paul S. Atkins stated:

“I encourage market participants and the general public to provide comment on best practices to ensure our regulatory framework upholds the United States as the best and most secure place to do business.”

As always, your thoughts and comments are welcome!

 

Two Major ACT (Advance, Clarify and Transform) Proposed Rules

Reporting, SEC News

As part of SEC Chairman Paul S. Atkins’ ACT strategy, and following the May 5, 2026, proposal for optional semiannual reporting, on May 19, 2026, the SEC proposed two major groups of amendments.  The proposals would:

Change the rules and forms for registered offerings to “increase efficiency, flexibility and cost savings for public companies while maintaining robust investor protections”, and

Simplify the public company reporting rules to “better calibrate disclosure obligations with a company’s size and maturity.”

As you can read in the related Fact Sheet, the proposed registered offering reform changes include:

    • Expanding eligibility to use Form S-3 and the shelf-registration process,
    • Enhancing registration and communication benefits in the offering process,
    • Allowing more broker-dealer research coverage,
    • Providing for preemption of state securities law registration and qualification requirements for registered offerings where securities will not be listed, and
    • Expanding provisions for both forward and backward incorporation by reference on Form S-1.

The commission estimates the proposals would increase the number of issuers eligible to use Form S-3 by 60% and increase the number of issuers eligible to use forward incorporation by reference in Form S-1 by 106%.

The Fact Sheet for the proposals to change the public company reporting framework would:

    • Increase the threshold for becoming a large-accelerated filer to $2 billion,
    • Provide that all other companies would be non-accelerated filers,
    • Make nearly all the current smaller reporting company disclosure accommodations available to non-accelerated filers,
    • Exempt all non-accelerated filers from the SOX 404 auditor’s attestation report requirement,
    • Create a category of small non-accelerated filers that would have longer Form 10-K and Form 10-Q deadlines, and
    • Provide that a newly public company would not become an accelerated filer for at least 60 months, regardless of public float.

The Commission estimates that if the proposal is enacted 19.2 percent of current filers will be large accelerated filers and 80.8 percent will be non-accelerated filers.

Both proposals will have a 60-day comment period.  You can read more and find links to the proposed rules in this Press Release.

Still to come are the expected proposals to change many Regulation S-K reporting requirements.

As always, your thoughts and comments are welcome!

SEC Proposes Rules to Permit Optional Semiannual Reporting

Reporting, SEC News

On May 5, 2026, the SEC formally proposed rule and form amendments that would permit companies to optionally report semiannually rather than quarterly.  The proposed amendments would create a new Form 10-S and also make appropriate amendments to Regulation S-X.  The new Form 10-S would have a deadline of 40 or 45 days, based on a company’s filing status, after the end of the first semiannual period of the fiscal year.  You can read more in this Press Release, Fact Sheetand Proposed Rule.  The proposal will have a 60-day comment period.

Chairman Atkins Discusses His ACT Strategy and Commission Priorities

SEC Hot Topic, SEC News

On April 21, 2026, SEC Chairman Paul S. Atkins delivered keynote remarks at a meeting of the Economic Club of Washington.  In his remarks he discussed his ACT strategy:

Advance the SEC’s regulatory frameworks into the modern era,

Clarify the SEC’s jurisdictional lines, and

Transform the SEC rulebook by returning it to first principles.

Chairman Atkins’ “advance” discussion focused on crypto and private market related issues.  His “clarify” remarks highlighted the Commission’s recent Memorandum of Understanding with the CFTC.  In the “transform” section he discussed the Enforcement Division’s focus on fraud and holding individuals accountable and included this list of areas for near-term proposals:

“(1) adopting a regulatory IPO “on-ramp” that supplements the concept that Congress designed in the JOBS Act;

(2) expanding the existing accommodations that are currently available only for emerging and smaller companies to more businesses;

(3) providing nearly all public companies with an easier path to “shelf registration,” which allows them to access the public markets quickly and when market conditions are ideal; and

(4) giving companies the optionality for a quarterly or semiannual regulatory filing cadence.”

As always, your thoughts and comments are welcome!

SEC Announces 2025 Enforcement Results

SEC News

On April 7, 2026, the SEC announced its enforcement results for fiscal year 2025.  In 2025, 456 enforcement actions were filed.  This included 303 standalone actions and 69 “follow-on” administrative proceedings seeking to bar or suspend individuals.  You can read more about these results and the Commission’s strategy to refocus enforcement resources to address situations that harm investors, including fraud and the persons who perpetrate fraud.

As always, your thoughts and comments are welcome!

SEC Comment Letter Posting News

SEC News

At “The SEC Speaks in 2026,” a conference presented by PLI in cooperation with the U.S. Securities and Exchange Commission, members of CorpFin announced that the comment letter posting process is about five months behind.  Thus, information about comment letter volume and frequent comment areas will likely not be complete until the posting process is up to date.  The staff did not provide an estimate of how long this would take.

As always, your thoughts and comments are welcome!

P.S., PLI provides a complimentary non-accredited live stream of The SEC Speaks, which you can find here.

C&DI’s Renamed as Corporation Finance Interpretations

SEC News

Over the years we have blogged about the valuable guidance provided by CorpFin’s Compliance and Disclosure Interpretations (C&DIs).  We have even lightheartedly referred to them as the CorpFin “candy” dish.

CorpFin has renamed this section of their guidance as Corporation Finance Interpretations, a shorter and perhaps broader name.  There is still a consolidated, word searchable version of the interpretations.  And we are taking suggestions for fun ways to build a nickname for the now named “CFIs.”

As always, your thoughts and comments are welcome!

SEC Adopts Final Rules and Issues FAQs for the Holding Foreign Insiders Accountable Act

Foreign Private Issuer, SEC News

The Holding Foreign Insiders Accountable Act requires directors and officers of foreign private issuers to file Section 16 reports to disclose their share ownership and transactions.  This reporting requirement is effective as of March 18, 2026.  On February 27, 2026, the SEC adopted Final Rules to implement this requirement.  You can read more and find links to the Final Rules in this Press Release.

On March 9, 2026, CorpFin issued responses to a number of frequently asked questions (FAQs) about this new requirement.  The FAQs address issues including the requirement that all reports must be filed on EDGAR and various deadline details.

As a reminder, it is appropriate to obtain EDGAR IDs for all affected persons well in advance of the March 18, 2026, filing effective date.

As always, your thoughts and comments are welcome!

An Example from the SEC’s “Statistics and Data Visualizations” Webpage

SEC News

As we discussed in this blog post, on August 13, 2025, the SEC published a new webpage that provides a wealth of information about capital market transactions, participants, activity and investors.  As an example, included in the data visualizations is this graph about IPOs:

Underlying the graph is a tabular presentation that further breaks down the underlying data.  The image below is a portion of this table:

As always, your thoughts and comments are welcome!

“Coming Attractions” from CorpFin

SEC News

With SEC Chairman Paul Atkins’ remarks that it is “a new day at the SEC,” reporting companies and their advisors have been waiting to see exactly what this new day will entail.  Chair Atkins has delivered numerous speeches about his priorities, most recently in this “Testimony Before the U.S. Senate Committee on Banking, Housing, and Urban Affairs” on February 12, 2026, and his “Remarks at the Texas A&M School of Corporate Law Symposium” on February 17, 2026.

On February 13, 2026, CorpFin Division Director James Moloney published a Statement titled “Coming Attractions From the Division of Corporation Finance” to shed more light on the Division’s priorities.  His Statement addresses areas including crypto assets, Regulation S-K, semiannual reporting, FPI issues, updating staff guidance, the disclosure review process, and shareholder proposals.  Clearly, these new days will be busy days for both the Commission and reporting companies!

As always, your thoughts and comments are welcome!