The SEC wants to "Make IPOs Great Again"

The US Securities and Exchange Commission (@SECGov) has proposed what could be its most significant rewrite of registered-offering rules in more than two decades, with Chairman Paul Atkins framing the move as the foundation of his "Make IPOs Great Again" agenda.

What the Proposal Would Change

The package covers two linked rulemakings. The proposed amendments would raise the threshold for a public company to become a large accelerated filer from $700 million to $2 billion. A company would not become a large accelerated filer for at least 60 months following its IPO regardless of its public float, effectively providing an "IPO on-ramp" to stabilize and grow while benefiting from disclosure scaling and other accommodations.

All non-accelerated filers would also be exempt from the requirement to obtain an auditor's attestation on their internal control over financial reporting. In addition, the proposed rules would establish a subcategory of small non-accelerated filers that would receive an additional 30 days to file their Form 10-K annual reports and an additional five days to file their Form 10-Q quarterly reports.

On the capital-raising side, newly public companies and smaller companies have not been able to fully use the shelf registration process due to current eligibility requirements around the length of time a company has been public and its public float. The Registered Offering Reform Proposal would expand the availability of shelf registration by eliminating those eligibility requirements.

The Broader Picture

The proposals aim to extend regulatory success to more companies, particularly small and mid-sized ones, and incentivize them to go and stay public. Atkins argues that public markets are the anchor of American capital formation because they combine liquidity, transparency, price discovery, and accountability in a way that private markets cannot fully replicate. When more companies become public, all workers and savers, not just those with access to private markets, can participate in the prosperity of the next generation of American businesses.

The backdrop is a long-running decline in listed companies. Atkins has pointed out that there are now only about 4,700 companies whose shares are listed on US exchanges, compared with about 7,800 just 28 years ago. Today's proposals are described as just the beginning, with future rulemakings planned to build on this foundation, including reforming Regulation S-K disclosure requirements with materiality as the guiding principle. The proposals would touch roughly 81% of public companies. A 60-day public comment period is now open.

Sources
SEC Press Release: Proposed Transformative Reforms for Registered Offerings
SEC Chairman Paul Atkins Statement on Make IPOs Great Again Proposals