SEC Publishes Spring 2025 Regulatory (and Deregulatory) Agenda

On September 4, 2025, Paul Atkins, Chairman of the Securities and Exchange Commission (SEC), announced that the agency’s Office of Information and Regulatory affairs had released its Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions (the Reg Flex Agenda). The Reg Flex Agenda historically reflects the SEC leadership's priorities for the coming months. These include new initiatives that are relevant to public companies, such as:

• Rules on Foreign Private Issuer Eligibility
• Rule 144 Safe Harbor
• Shelf Registration Modernization
• Updating Exempt Offering Pathways
• Shareholder Proposal Modernization
• Rationalization of Disclosure Processes

The Reg Flex Agenda also reflects the withdrawal of priorities from the prior administration that Mr. Atkins views as inconsistent with the goal that regulations “should be smart, effective and narrowly tailored.” Withdrawn items include rulemaking projects addressing human capital management, board diversity and revisions to aspects of the regime governing Rule 14a-8 shareholder proposals.

On September 15, 2025, President Trump posted on the Truth Social media platform a statement advocating that, subject to SEC approval, public companies should no longer be forced to “Report” financial results on a quarterly basis, but should rather report on a semi-annual basis. He went on to state: “This will save money, and allow managers to focus on properly running their companies.” After Mr. Trump made a similar statement during his first administration in 2018, the SEC took preliminary steps to consider such a change; the topic of the frequency of periodic reporting was added to the SEC’s Reg Flex Agenda until it was removed under the Biden administration. While the new Reg Flex Agenda discussed above does not expressly include consideration of a change in timing of periodic reporting, the subject could be addressed under the topic of “Rationalization of Disclosure Processes” that is included in the agenda. Any such change could have wide-ranging repercussions on current regulations and practices in securities offerings and debt covenants and require amendments to a number of rules promulgated under the Securities Act of 1933 (the Securities Act) and Securities Exchange Act of 1934.

On September 10, 2025, the SEC announced the appointment of James J. Moloney to serve as Director of the agency’s Division of Corporation Finance, effective in October. From 1994 to 2000, Mr. Moloney was an attorney-advisor at the SEC and later a special counsel in the Office of Mergers & Acquisitions in the Division of Corporation Finance. Most recently, Mr. Moloney was a partner at Gibson, Dunn & Crutcher. In the press release announcing his appointment, Mr. Moloney is quoted as saying, “I am looking forward to rejoining my colleagues in the Division of Corporation Finance in tailoring smart, practical, and effective regulations that will allow companies to thrive and investors to benefit.”

On September 17, 2025, at an open meeting of the SEC, its commissioners, by a 3-1 vote, approved the issuance of a policy statement that the presence of provisions requiring mandatory arbitration of investor claims arising under the federal securities laws in a company’s charter documents should not impact SEC staff decisions on accelerating the effectiveness of a registration statement submitted by the company. The decision was predicated on the view that such provisions are not inconsistent with federal securities laws and are consistent with the goals of the Federal Arbitration Act. The staff of the Division of Corporation Finance will continue to focus on the quality of disclosure of mandatory arbitration provisions before granting acceleration requests. For example, a Delaware-chartered registrant may be encouraged to discuss potential uncertainty about the enforceability of mandatory arbitration provisions under that’s state's law. As SEC Chairman Paul Atkins noted in his statement in support of the action, previously, there were situations where the staff scrutinized, and thereby potentially delayed the acceleration of effectiveness of, registration statements filed by companies that sought to include a mandatory arbitration provision in their governance documents – injecting uncertainty into whether and when these registration statements would be declared effective.

On September 17, 2025, at an open meeting of the SEC, its commissioners approved, by a 3-1 vote, an amendment to Rule 431(e) of its Rules of Practice (Commission Consideration of Actions Made Pursuant to Delegated Authority). Under Rule 431(e), an action made pursuant to delegated authority to the SEC’s staff shall have immediate effect and be deemed the action of the Commission. This delegated authority includes empowering the staff to accelerate the effectiveness of a registration statement. Upon filing with the SEC of a notice of intention to petition for review, or upon notice to the Secretary of the vote of a Commissioner that a matter be reviewed, an action made pursuant to delegated authority shall be automatically stayed until the Commission orders otherwise subject to certain exceptions. The revised Rule 431(e) would add review requests related to declarations of effectiveness as an additional exception to triggers of an automatic stay. SEC Chairman Atkins indicates in his statement in support of the rule change that stays of an effective registration statement may be extremely disruptive; therefore, rather than requests to review such action automatically triggering such adverse consequences, the SEC should have the opportunity to carefully weigh the equities involved before a stay takes effect.

On August 27, 2025, the staff of the SEC’s Division of Corporation Finance published new Exchange Act Rules Compliance and Disclosure Interpretation Question 130.05, which provides guidance on when an issuer may become an accelerated or large accelerated filer after it loses its status as a smaller reporting company (SRC). Specifically, an issuer that is eligible to be an SRC in the most recent fiscal year for which audited financial statements are available is excluded from the definition of “large accelerated filer” or an “accelerated filer.” Thus, a domestic issuer will be not be categorized as a “large accelerated filer” or an “accelerated filer” if, as of the last day of the issuer’s current fiscal year, it is eligible to use the requirements for smaller reporting companies under the revenue test in paragraph (2) or (3)(iii)(B) of the “smaller reporting company” definition in Exchange Act Rule 12b-2, as applicable.

The staff of SEC’s Division of Corporation Finance publishes a Financial Reporting Manual that provides informal guidance on a range of accounting disclosure matters. On August 29, 2025, the staff announced that an updated version of the Financial Reporting Manual has been posted to reflect (i) real estate related and other miscellaneous revisions to conform to the May 20, 2020 amendments to the Regulation S-X Acquisition Rules, (ii) revisions for amendments to MD&A, selected financial data and supplementary financial information, (iii) revisions for changes to standards issued by the Public Company Accounting Oversight Board (PCAOB) and other clarifications related to independent accountants and (iv) additional miscellaneous updates.

On August 28, 2025, the PCAOB announced that it is postponing for one year, to December 15, 2026, the effective date for QC 1000, A Firm’s System of Quality Control, and other new and amended PCAOB standards, rules, and forms previously adopted by the Board on May 13, 2024. QC 1000 is a new risk-based standard to guide audit practices. The PCAOB’s action also postpones the related rescission date of certain existing rules and standards as highlighted in the text of the announcement.