Citing a rulebook that has grown increasingly lengthy over the years, Securities and Exchange Commission (SEC) Chair Paul Atkins said “it’s time for recalibration” because ultimately investors pay for the costs of the overall regulatory regime.
Moreover, “if the regulatory costs inhibit people from entering the marketplace with new ideas and services, ultimately investors pay through reduced competition, and that affects obviously prices and what not,” Atkins said during a fireside chat at the annual meeting of the Securities Industry and Financial Markets Association (SIFMA) on October 21, 2025, in Washington. “So, I think it’s high time that we do take a look at our rulebook.”
He pointed to, for example, Regulation S-K, which the commission adopted in 1977 and reorganized and expanded it in 1982. It lays out non-financial statement disclosure requirements for various SEC filings used by public companies, such as periodic forms like the 10-K, 10-Q, and 8-K. Regulation S-X covers disclosures in financial statements.
The regulator has made some incremental changes to Reg S-K, modernizing management’s discussion and analysis, business description, legal proceedings, and risk factors.
However, “it has not really been looked at in an overall sense, for 40 years, since it was put together, which was a great work product out of the 1980s. So, the core is there, but let’s just say things have been larded on, and it’s time for a good spring cleaning. So the attic, the basement, and the garage, go through that and make sure that it’s fit for purpose now in the 21st century.”
In response to a question about whether the SEC will jump to rulemaking or gather feedback first before formulating proposals, Atkins emphasized that he takes the Administrative Procedure Act (APA) very seriously, calling it a “backbone of due process of the SEC.”
For example, the SEC has been holding more roundtables during his tenure, on topics such as executive compensation and digital assets. The commission in June also issued a concept release to solicit input about whether and how the definition of a foreign private issuer should be revised.
Atkins: ‘It’s Uncool to Be a Public Company’
In previous public remarks, Atkins, who has said that he wanted to make IPOs great again, elaborated on what he means.
Compared to 30 years ago, fewer companies are going public while the private markets have grown. “Basically, it’s uncool now to be a public company,” he said, whereas in the past, “one has arrived if you can right the bell there on the New York Stock Exchange or NASDAQ floor and engage in selling of your shares to the public.”
IPOs are not as attractive today, in his view, because of three main factors: the cost of compliance with burdensome rules; a litigious environment with class action suits; and a hostile corporate governance environment, or what he calls the “weaponization” of the annual general shareholders’ meeting and shareholder proposals.
“So, we’re in the process of addressing all three,” Atkins said.
For example, executive compensation disclosures are extremely complicated today. Before holding the roundtable in late June, he feared there would be a lot of “storm” around it.
“Instead, there was pretty much unanimity among the participants in that roundtable a outside of that as well. ‘It is so complicated. No one can understand this stuff.’ And you know, we need to get it back to basic principles of disclosure,” he said. “And so that’s just one example.”
Atkins said that he also wants to bring things back to basics with litigation reform, noting a policy statement issued in September that clarifies that mandatory arbitration provisions will not affect the effectiveness of a registration statement.
In terms of corporate governance, he said the agency will be making reforms to try to address some of the gamesmanships in shareholder meetings and pointed to a speech he gave in Delaware on October 9. Among other thins he called for reassessment of Rule 14a-8 of the Securities Exchange Act of 1934, which governs shareholder proposals.
When asked whether he needs Congress to grant the SEC authority to carry out the reforms, Atkins said the agency already has “plenty” of authority.
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