On December 2, 2025, U.S. Securities and Exchange Commission (SEC) Chairman Paul Atkins spoke at the New York Stock Exchange and the Nasdaq and to media outlets regarding his plans to reform SEC rules and practices, with the aim of revitalizing public capital markets and encouraging more companies to go public.
In his appearances, Chairman Atkins outlined the three pillars of his “make IPOs great again” initiative:
- Disclosure reform
- “De-politicizing” shareholder meetings
- Reforming the litigation landscape for securities lawsuits
On disclosure reform, he noted that lengthy annual reports and proxy statements impose substantial costs on companies. “Despite these costs, investors sometimes do not benefit from the information because they struggle to parse and understand it—or find it so intimidating because of the volume and density that they ignore it,” said Atkins.
Atkins said he will prioritize reforming the disclosure rules with two goals in mind: Rooting the disclosure requirements in financial materiality and aligning the disclosure requirements with the company’s size and maturity. He promoted this approach by noting that “our capital markets thrive not through the volume of disclosures but the clarity and importance of to for investors.”
Specifically, Atkins noted that the SEC should reevaluate the thresholds separating “large” companies from “small” companies for disclosure purposes. He also proposed enhancing the “IPO on-ramp” from the JOBS Act by, for example, allowing newly public companies to remain on the on-ramp for a minimum number of years instead of being forced off after their first year. This change, he suggested, could provide greater certainty and encourage more IPOs, especially among smaller companies. On the subject of what Atkins called “the weaponization of corporate governance,” the chairman stated, “Too many shareholder proposals have been used by people who have a certain axe to grind or have their own agenda.”
Atkins noted in a media appearance that the SEC would begin rolling out proposals for these reforms in early 2026.
In addition to the suggestions noted above by the chairman, we think that the following 10 ideas could be considered to further enhance the on-ramp for companies of all sizes to gain greater access to the public capital markets and reduce compliance costs:
- Introduce a “priority lane” for SEC review of IPO registration statements that would aim to shorten review cycles and the SEC review process.
- Expand disclosure accommodations available to “smaller reporting companies” to a greater universe of companies by increasing the applicable size thresholds.
- Expand the availability of well-known seasoned issuer status by lowering the public float requirement from $750 million to $500 million (or lower).
- Reduce executive compensation disclosure requirements to focus on describing only material arrangements with executive officers and directors.
- With a view to reducing redundant disclosures, revisit requirements relating to the disclosure of financial information that is already otherwise required to be included in company financial statements under U.S. GAAP or IFRS.
- Establish automatic no-reviews of registration statements for follow-on offerings within 18 months of an IPO (assuming that the IPO has received a full review from the SEC).
- Eliminate restrictions on predecessor shell companies so that companies that have gone public as a special purpose acquisition company (SPAC) receive the same treatment under the securities laws as public companies that have gone public via IPO.
- Consider replacing 10-Q quarterly reports with semiannual reports supplemented by the quarterly filing of financial statements.
- Streamline Form 8-K disclosure to address events only of such significance that immediate disclosure is required for the protection of investors.
- In light of technology and companies working across multiple time zones, eliminate the requirement that filings be made by 5:30 pm Eastern Time to be considered timely filed on such day. All EDGAR filings made before 10 pm ET should be considered timely filed.
With an SEC that is supportive of bringing more private companies into the public capital markets, we encourage companies that are 18 – 24 months out from an IPO to begin assessing their public company readiness and preparedness.
For guidance on preparing for your IPO, de-SPAC transaction, reverse-merger or direct-listing, please reach out to a member of Lowenstein’s Capital Markets & Securities team. We are available to provide practical, tailored advice to help issuers, investment banks, and other market participants navigate the evolving regulatory landscape.
