“Under my leadership, efforts are well underway to reform the regulatory landscape and Make IPOs Great Again. Every IPO is an invitation to workers and savers to participate in the prosperity of the next generation of American enterprise. https://t.co/bAtWU1T3sn”
Atkins states exchange-listed companies have fallen roughly 40 percent from over 7,800 in the mid-1990s.
“In the mid‑1990s, more than 7,800 companies were listed on U.S. exchanges. That number has now fallen by roughly 40 percent.”
Atkins says the reform proposal would increase companies eligible for shelf registration by over 60 percent.
“The Registered Offering Reform Proposal, if adopted, would give smaller public companies access to shelf registration for the first time in decades, increasing the number of eligible companies by more than 60 percent.”
Atkins says registered offering reform would increase eligible companies for shelf registration by over 60 percent.
“Registered offering reform would expand the full availability of shelf registration to nearly all public companies — including the newest and the smallest—increasing the number of eligible companies by over 60 percent.”
Atkins worries regulatory burdens on smaller companies may dissuade them from going public.
“I particularly worry about regulatory requirements that place the heaviest burden on smaller and newer companies, which may dissuade such companies from going public at all.”
Atkins cites 40 percent decline in public companies over recent decades as rationale for returning to disclosure foundation.
“Presented with a 40 percent decline in public companies over the past few decades, we are summoned not to create more complexity nor reinvent our mandate, but to restore it to its foundation: that is, disclosure of material information.”
Atkins argues that complex market access rules without investor protection rationale serve no one.
“Labyrinthine restrictions on access to public markets unmoored from an investor protection rationale serve nobody.”
Atkins proposed rescinding climate disclosure rule, stating SEC serves all investors not political agendas.
“Building on this effort, last month we proposed to rescind the prior administration's ill-advised climate disclosure rule—re-tethering our rulebook to the simple principle that the SEC exists to serve all investors, not to advance an agenda of the politicized few or the business models of those who pander to them.”
Atkins says expanding S-3 eligibility helps small companies capture market windows before registration delays close them.
“For a small company, that’s not an abstract benefit—it’s the difference between raising capital on a reasonable timeframe and watching a market window close during a lengthy registration process.”
Atkins argues current $75 million threshold from the 1990s inappropriately blocks companies from shelf registration.
“Form S-3, the vehicle for shelf registration, currently requires a $75 million public float and a 12-month reporting history — thresholds set in the 1990s that today shut out companies that have earned their place in the public markets and need to raise capital on their own timelines.”
Atkins notes Form S-3 framework dates to 2005, before the iPhone existed.
“The framework we’re currently operating under mostly dates to 2005—before the iPhone had even been rolled out.”
Atkins cites one biotech spending $11 million on auditor attestation compliance since crossing $700 million threshold in 2021.
“One biotech company in particular reported spending around $11 million on that compliance obligation alone since it crossed the $700 million public float threshold in 2021, roughly the cost of running a large Phase 2 clinical trial.”
Atkins says the SEC last seriously reviewed capital formation rules over twenty years ago.
“The Commission last took a hard look at improving the capital formation environment more than two decades ago.”
Atkins says public market benefits cannot be re-created privately and aims to extend them to more issuers.
“benefits that “simply cannot be re-created privately.” 1 This morning, I would like to focus on the Commission’s recent efforts to extend those benefits to a broader range of issuers”
Atkins cites a 40 percent decline in public companies over recent decades as justification for reforming SEC disclosure rules.
“Today, the SEC must do likewise. Presented with a 40 percent decline in public companies over the past few decades, we are summoned not to create more complexity nor reinvent our mandate, but to restore it to its foundation: that is, disclosure of material information.”
Atkins argues cumulative regulatory burden, not individual rules, drives companies to stay private.
“Often a single line item does not look unreasonable in isolation. The cumulative effect is what pushes companies to stay private, or to leave the public markets.”
Atkins describes how compliance costs accumulate when rules for $10 billion companies apply to smaller firms.
“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.”
Atkins proposes raising Large Accelerated Filer threshold from $700 million to $2 billion in public float.
“The proposal, if adopted, would raise the Large Accelerated Filer threshold from $700 million to $2 billion in public float, reserving the most demanding disclosure rules and reporting deadlines for the largest corporations.”
Atkins says public market benefits cannot be re-created privately and focuses on extending them to more issuers.
“benefits that “simply cannot be re-created privately.” 1 This morning, I would like to focus on the Commission’s recent efforts to extend those benefits to a broader range of issuers and the process behind those efforts.”
Atkins says IPOs declined from 4,000 in the 1990s to only 3,200 in the following 25 years.
“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 says registered offering reform would expand shelf registration to nearly all public companies.
“Registered offering reform would expand the full availability of shelf registration to nearly all public companies”
Atkins argues climate rules deter companies from going public and burden those already listed.
“In practice, the climate rules would impose unnecessary burdens on companies — a deterrent for those wishing to go public and a difficulty for those already listed.”
Atkins states U.S. exchange listings fell roughly 40 percent between the 1990s and his return as SEC Chair.
“Between the 1990s and when I returned to the SEC as Chairman last year, the number of companies listed on the U.S. exchanges had cratered by about 40 percent.”
Atkins states the SEC is simplifying registration and disclosure to let more companies go public.
“Under the leadership of Chairman Atkins, the Commission is proposing and adopting rules that simplify registration and disclosure requirements and allow more companies to go public with fewer unnecessary regulatory hurdles.”