In February 2026, SEC Chairman Paul S. Atkins delivered two pivotal speeches—one before the House Financial Services Committee on February 11 and a second at the Texas A&M School of Law on February 17—that further solidify his “back to basics” approach for the SEC.
Regular readers will recall that Chairman Atkins has been vocal about his mandate to “make IPOs great again” by reducing regulatory friction (see my prior blog on his revitalization efforts HERE). These latest remarks provide a detailed roadmap for how he intends to achieve that, specifically through an overhaul of Regulation S-K and a new perspective on state-level corporate competition.
The Three Pillars of Reform: Materiality, De-politicization, and Alternatives
During his February 11 testimony, Chairman Atkins highlighted a troubling statistic: since the mid-1990s, the number of exchange-listed companies in the U.S. has plummeted by approximately 40%. He attributed this “cautionary tale” to regulatory creep and outlined a three-pillar plan to reverse the trend:
- Re-anchoring Disclosures in Materiality: Moving away from “regulatory noise” and back to economic signals.
- De-politicizing Shareholder Meetings: Restoring the focus of these meetings to significant corporate matters rather than social agendas.
- Litigation Alternatives: Providing public companies with alternatives to shield innovators from frivolous claims.
Of particular note for practitioners is Atkins’ focus on the “minimum effective dose” of regulation. He pointed out that public companies spend an estimated $2.7 billion annually to file annual reports—capital that he argues is being diverted from job creation to compliance expenses.
Modernizing Regulation S-K: Rationalizing, Simplifying, and Modernizing
In his February 17 remarks at Texas A&M, the Chairman went deep into the “Frankenstein monster” of Item 402 of Regulation S-K (Executive Compensation). He categorized his proposed reforms into three “buckets”:
- Rationalizing: Questioning whether detailed disclosure for up to seven executives is still material. Atkins suggests focusing on the CEO, as voluminous data on other executives often obscures more than it illuminates.
- Simplifying: Criticizing the “Pay-versus-Performance” (PvP) rule as “disclosure written by economists for economists.” He advocated for making these calculations intelligible to the reasonable investor without needing specialized consultants. For more on the PvP rules see HERE.
- Modernizing: Calling for a reassessment of what constitutes a “perk.” Specifically, he argued that 24/7 security for executives in today’s environment is often a necessity, not a luxury, and should be treated as such in disclosure rules.
State Competition: Texas as the New Laboratory
A fascinating portion of the Texas A&M speech addressed the “competition among States” for corporate domicile. Atkins praised Texas for its 2025 legislative session (specifically SB 29), which introduced:
- Anti-Abusive Lawsuit Protections: Limiting fee recovery in suits that result only in immaterial disclosure changes.
- Exclusive Forum Designations: Allowing Texas companies to designate local courts for internal affairs claims.
- Mandatory Arbitration: Atkins confirmed the SEC’s new stance (a 3-1 vote in September 2025) that mandatory arbitration provisions in governing documents are not inconsistent with federal securities laws. For more on the SEC’s position on mandatory arbitration see HERE.
Operational Changes: CAT and PCAOB
Beyond disclosure, Atkins is applying a “regulatory lens” to the SEC’s own ecosystem:
- Consolidated Audit Trail (CAT): He has directed a comprehensive review of the CAT system to reduce operating costs, noting that the SEC has already shaved nearly $100 million off the 2025 budget.
- PCAOB Oversight: The SEC recently approved a PCAOB budget that is 9.4% lower than the prior year, including significant reductions in Board compensation to align with the “ethos of public service.”
Conclusion
The Chairman’s focus on the “minimum effective dose” suggests that we may soon see a leaner Regulation S-K that prioritizes financial materiality over social or governance-by-disclosure mandates.
However, as the Chairman noted, “competition does not pause for tradition.” Whether you are looking at Texas as an alternative domicile or preparing for a streamlined Item 402 filing, the goal remains to anticipate these regulatory shifts early.
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 firms 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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