On December 2, 2025, SEC Chairman Paul S. Atkins gave a speech at the NYSE providing insight on his plans to revitalize the U.S. capital markets.
To set the stage, Chair Atkins begins with a discussion of the history of American innovation built on capitalism and how “the great leaps of American life were always produced by a willingness to tolerate and accept risks within a system that rewards those who take them. Our prosperity is no accident of history—nor is our primacy assured in the future. The twentieth century was a triumph of economic freedom over doctrines that sought to constrain it.” Unfortunately, recent years have seen a regulatory stifling of that innovation.
Chair Atkins notes that when he first left the SEC in the mid 1990’s, there were more than 7,000 companies listed on US exchange “from small-cap innovators to giants of industry.” However, that number has now fallen by approximately 40%. Chair Atkins points a finger directly at overregulation and the “voluminous disclosure requirements” contained in the federal securities laws.
Over the years, special interest groups have weaponized the disclosure regime in an effort to advance social and political agendas moving from the SEC’s mission of facilitating capital formation; protecting investors; and ensuring fair, orderly, and efficient markets. The result has been extremely costly disclosure compliance and lengthy disclosure reports that can confuse more than inform investors.
Chair Atkins Priorities
Chair Atkins intends to reform the SEC’s disclosure rules prioritizing financial materiality and additional scaling based on a company’s size and maturity. He is also prioritizing the shareholder meeting process and revamping the securities litigation landscape to eliminate frivolous complaints.
Currently, the SEC scales disclosure requirements categorizing companies as smaller reporting companies, non-accelerated, accelerated, large accelerated filers. In addition, in 2012 the SEC introduced “emerging growth companies” (EGCs) with its own set of scaled disclosure requirements. For a review of the definitions of each level, see HERE. For more information on some of the scaled disclosures available to smaller reporting companies and EGCs, see HERE.
To accomplish these goals, Chair Atkins would like to see the requirements amended such that the “minimum effective dose of regulation needed to elicit the information that is material to investors” is required of reporting companies, while allowing “market forces to drive the disclosure of any additional aspects of their operations that may be beneficial to investors.” Chair Atkins does not believe that a goal of insuring information is “consistent and comparable” across companies is effective.
As an example of non-material disclosure, Chair Atkins turns to the arduous compensation reporting requirements and quotes a November 2025 letter from Warren Buffet to his shareholders:
During my lifetime, reformers sought to embarrass CEOs by requiring the disclosure of the compensation of the boss compared to what was being paid to the average employee. Proxy statements promptly ballooned to 100-plus pages compared to 20 or less earlier.
But the good intentions didn’t work; instead they backfired. Based on the majority of my observations – the CEO of company “A” looked at his competitor at company “B” and subtly conveyed to his board that he should be worth more. Of course, he also boosted the pay of directors and was careful who he placed on the compensation committee. The new rules produced envy, not moderation.
The ratcheting took on a life of its own.
Turning to the scaled disclosure requirements, Chair Atkins believes the current scaled requirements have proven effective but merit expansion. As part of that expansion, he believes that EGC status should be expanded to last longer, and the definitions, especially of a smaller reporting company, should be updated and expanded.
Chair Atkins would also like to depoliticize shareholder meetings and return the focus to voting on director elections and significant corporate actions. Finally, he is working on reforming the litigation landscape to eliminate frivolous complaints, while maintaining an avenue for shareholders to continue to bring forth meritorious claims.
Not surprisingly, I support all of these initiatives.
The Author
Laura Anthony, Esq.
Founding Partner
Anthony, Linder & Cacomanolis
A Corporate and Securities Law Firm
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony, Linder & Cacomanolis, PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALC legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including the American Red Cross for Palm Beach and Martin Counties, Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
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