SEC Pursuing IPO Reform Agenda

The SEC is actively pursuing rule changes aimed at reversing a roughly 40 percent decline in U.S. listed companies since the mid-1990s. SEC Chair Paul Atkins said the agency seeks comment on reforms to "gun-jumping" communication rules and to direct-listing requirements. 

In remarks before law and business students at the Stanford Rock Center for Corporate Governance, Mr. Atkins argued that regulatory friction — not just market forces — has driven companies away from public markets, and that the agency bears responsibility for removing it. His agenda, which he has labeled "Make IPOs Great Again," aims to reverse that trend by making the process of going public faster, cheaper, and more accessible. (See also, previous coverage.) 

Mr. Atkins proposed reforms to the Securities Act of 1933's "gun-jumping" communication rules, which govern what companies can say — and to whom — before a registration statement becomes effective. Last substantially reformed more than twenty years ago, these rules now constitute what Mr. Atkins called a "spider web of prohibitions and exceptions" that is difficult for even experienced practitioners to navigate. The Chair said he directed SEC staff to prepare rulemaking recommendations aimed at creating a harmonized, simplified framework that reflects how businesses actually communicate today — including through social media, podcasts, and continuous digital investor relations — rather than the communications environment of the early 2000s.

Mr. Atkins also focused on reforming the direct listing pathway, which allows companies to list existing shares on an exchange without a traditional underwritten offering. Under current NYSE and Nasdaq rules, direct listings require a Securities Act registration statement — a more burdensome standard that carries stricter Section 11 liability for misstatements. He referred to a unanimous 2023 Supreme Court decision that significantly narrowed investors' ability to bring Section 11 claims in the direct listing context. He questioned whether that requirement still delivers meaningful protection or simply creates unnecessary friction. He noted that Exchange Act registration statements — which contain essentially the same disclosures and undergo the same staff review — may be sufficient, and called on market participants to weigh in.

To gather input on both reform areas, the SEC opened a public comment period. Mr. Atkins asked stakeholders — founders, bankers, lawyers, and investors — to "be bold and creative" in their submissions, signaling openness to fundamental rethinking rather than incremental adjustments.

Comments may be submitted electronically at [email protected] with "CLL-16" in the subject line, or through the SEC's website, by July 27, 2026.