This Old House: Improving and Remodeling our Registered Offering and Filer Status Regimes

This statement describes, among other things, my remarks and other matters discussed at the 2026 U.S. Chamber Capital Markets Summit on Tuesday, June 9, 2026.[1]

In the mid-1990s, more than 7,800 companies were listed on U.S. exchanges. That number has now fallen by roughly 40 percent.[2] This drop in the number of exchange-listed companies is like a crack in a house's foundation; we must improve and remodel to ensure our public markets are structurally sound for future generations of entrepreneurs and investors. That is why I came back to serve as the Director of the Division of Corporation Finance.

This moment feels familiar because it is not my first renovation project. Early in my career, I had the good fortune of serving on the SEC staff, where my most formative assignment was working as a principal draftsman of Regulation M-A. At the time, the rules and regulations governing business combination transactions and proxy soliciting activities were convoluted with requirements that varied based purely on the form of a transaction. The resulting wear and tear on the marketplace showed. Too many layers of complexity had built up over time to create structural stress, with no sound policy justification.[3] Regulation M-A improved and remodeled those old rules to create a coherent disclosure framework for business combination transactions that has withstood the test of time.

In the decades since leaving the SEC, I have witnessed a layering on of disclosure rules and additional requirements to our public company registration and reporting rules, much like the layers of paint you would find on the banister in an old home. This layering - often slapped on in reaction to market events - has made the current public company regulatory framework unnecessarily costly, burdensome, and complex. As we evaluate how our rules can better support more competitive public markets, we need to strip away the regulatory layers and restore the original beauty of our framework.

Two of the Commission's recent proposed rules aim to do exactly that: Registered Offering Reform and Filer Status Reform (the "Proposals").[4] While these Proposals may look like "new builds," the design blueprints are time-tested. These Proposals, if adopted, would impact how public companies register securities and report to investors. I will point to just one example from each proposal to demonstrate how impactful these rules could be.

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.[5] It would rewire the house to support the higher amperage of capital flows required today. Consider a small, pre-commercial biotech company that successfully completed an IPO within the past year, but that needs to conduct a follow-on offering to raise additional capital to further its clinical trials. The company cannot wait weeks or months for SEC review of its registration statement that repeats much of the same information already provided to investors in its IPO registration statement. But, under the current rules, that's exactly what companies have to do.

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. The Registered Offering Reform Proposal would replace these obsolete thresholds with two simple questions: (1) Is this company an "ineligible issuer"?[6] and (2) Is this company current in its SEC reporting?[7]

The Filer Status Proposal would take the same approach to disclosure. Right now, SEC rules sort public companies into five different compliance buckets, some overlapping. 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.[8] For everyone else - 81 percent of all public issuers, although only 6.5 percent of total market public float[9] - the amendments would likely result in reduced audit fees and other costs. The current system has a leaky roof and sagging floorboards, and this proposal would alleviate these signs of structural stress.

Some companies become subject to auditor attestation of internal controls[10] before generating a single dollar of revenue, simply because the companies' market value crosses the accelerated filer threshold at one specific testing date. 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.[11] Under the thresholds in the proposal, many companies would be able to instead deploy that capital to further their business operations.[12]

Together, the Proposals aim to improve and remodel our regulatory frameworks. With the old paint gone, the wiring updated, and sagging floorboards replaced, what remains will be worth preserving: the cornerstone principle of financial materiality. That principle runs through everything we are doing right now at the Division. It is reflected in the proposal to rescind the climate disclosure rules,[13] and it will guide our coming reform efforts on Regulation S-K, including the executive compensation disclosure requirements.

The best renovations require careful planning and input from those who will actually have to live in the house, so please assist. If you are a company that has struggled with a particular SEC requirement, we want to hear about it. If you are an investor who relies on a certain disclosure to make investment decisions, tell us that too. Whether you lean toward an ornate, Victorian style or prefer a minimalist approach - we welcome your input. These Proposals are open for public comment.[14] The Chairman also opened a new comment portal specifically for IPO modernization.[15] Submit your comments and help us get this renovation project right for issuers, market participants, and investors alike!