My Crypto Lawyer Sec Speeches Cryptocurrency Remarks at the Stanford Rock Center for Corporate Governance

Good afternoon, ladies and gentlemen. It is a pleasure to join you here today. And thank you, Bobby [Bartlett], for your generous introduction. Of course, I should also like to extend my thanks to the Stanford Rock Center for Corporate Governance for the opportunity to discuss our ongoing work at the SEC—work that I know touches the professional lives of many in this room.

To the business leaders and market participants who have joined us, thank you. I am grateful for your presence, and I trust that the reflections that I intend to share today will prove both insightful and meaningful to your work.

But before I do, I must note the customary disclaimer that the views I express here are my own as Chairman, and not necessarily those of the SEC as an institution or of the other Commissioners.

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Over the past year, we have moved decisively on our agenda to return to first principles across every dimension of the SEC’s mandate—namely, to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. Fundamental to fulfilling this mandate—especially to protect investors and promote capital formation—is expanding the number of publicly listed companies. Accordingly, one of the most ambitious aspects of my policy agenda as Chairman is to incentivize more companies to go public and stay public—or, as I have often put it, to Make IPOs Great Again.

Vibrant public and private markets can and should co-exist—they are not mutually exclusive. However, the strength of the U.S. public markets over the past ninety years has primarily powered the innovation of our entrepreneurs, the prosperity of our workers, and the economic growth of our nation. Public markets function as the anchor of American capital formation because they forge liquidity, transparency, price discovery, and accountability in a way that private markets cannot fully replicate. As a result, public markets also provide meaningful investment opportunities for millions of Americans. More than a corporate milestone, every IPO is an invitation for workers and savers to share in the prosperity of the next generation of American enterprise. When more companies become public, especially earlier in their life cycle, all investors—not just a select few with access to the private markets—can participate in and benefit from the growth in their value.

Shortly after I left the SEC as a staff member in the mid-1990s, more than 7,800 companies were listed on the U.S. securities exchanges.[1] When I returned as Chairman a year ago, that number had fallen by roughly 40 percent.[2] Today, companies tend not to go public, if at all, until after their Series D or E round of private fundraising, whereas thirty years ago, an IPO would be the equivalent of today’s Series B or C.[3]

Revitalizing our public markets means dismantling the barriers that drove companies away in the first place. Overly burdensome SEC rules may not be the sole reason for this decline—but where regulatory frictions are a determinant of it, the agency is moving intently to remove them. In the time that we have together, I will first share what we have achieved thus far to that end before turning to what we still plan to accomplish.

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Some of you may recall that last September, the Commission issued a policy statement regarding companies’ inclusion of mandatory arbitration provisions in their governing documents.[4] These provisions require shareholders to arbitrate their claims against the company that arise under the federal securities laws. Prior to our statement, the SEC staff, with the apparent support of agency leadership, told companies on an ad hoc basis that including such a provision would prevent their registered offering from proceeding or substantially delay it. Those days of unwritten, consequential policies are over. Our formal Commission policy statement reversed this shadow position and clarified that, based on Supreme Court precedent, mandatory arbitration provisions are not inconsistent with the federal securities laws. This decision reaffirms that the SEC is not a merit regulator and must operate within its mandate as a disclosure agency—including with respect to a company’s chosen method of resolving disputes with its shareholders.

In that same spirit, the Commission earlier this month proposed amendments that, if adopted, would provide public companies with the option of filing one semiannual report each year, in lieu of three quarterly reports.[5] Removing the SEC’s thumb from the scale, as we proposed, affords companies regulatory flexibility based on their industry, business model, and investor expectations.

Just last week, the Commission issued two additional proposals that, if adopted, would build upon legislative and regulatory concepts that have proven successful in the past, and which aim to extend that success to more companies in the future—particularly small and mid-sized companies, creating further incentive to go and stay public.

The first—referred to as registered offering reform[6]—would expand access to the SEC’s “shelf registration” process, which allows public companies to access the public markets quickly and when market conditions are most favorable. Currently, due to eligibility restrictions, newly public companies cannot use shelf registration, and smaller companies have only limited access to shelf registration. Registered offering reform, meanwhile, would expand the full availability of shelf registration to nearly all public companies—including the newest and the smallest—increasing the number of eligible companies by 60 percent. Additionally, this proposal would extend certain offering and communications flexibilities—currently reserved for large companies that have been public for at least one year—to all companies listed on a U.S. securities exchange. This change alone would represent a 200 percent increase in companies receiving these flexibilities.

The second reform that we proposed last week—referred to as filer status reform[7]—would re-calibrate disclosure requirements based on a company’s size and how long it has been public. As a result, more companies would receive relief from some of the most onerous SEC requirements, including the obligation to obtain an auditor attestation of internal control over financial reporting. Currently, that benefit is reserved for newly public and smaller companies. Filer status reform would broaden it to approximately 81 percent of public companies, including certain seasoned and mid-sized issuers. The proposal would also build on the “IPO on-ramp” concept that Congress created by extending the length of time that companies can potentially remain on the on-ramp and be exempt from the auditor attestation requirement—and others like it.

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Taken together, these actions reflect the SEC’s significant progress since I became Chairman to incentivize more companies to go and stay public and, in doing so, to revitalize our capital markets. But, the work is far from finished, and additional noteworthy initiatives are on the horizon.

The Commission staff is well underway in developing recommendations for proposed changes to rationalize, simplify, and modernize the SEC’s public company disclosure requirements, including with respect to executive compensation. Guided by materiality as our north star, I would like to see the Commission’s disclosure regime reflect the minimum effective dose of regulation necessary to elicit information that is material to a reasonable investor, without requiring information that is indisputably immaterial.

Of course, the incentives for going public are only as effective as the process that companies must navigate to capitalize on them. With that in mind, I have asked the Commission staff to prepare recommendations to modernize the IPO process itself.

I routinely hear from companies and their advisors that one of the challenges of the IPO process is navigating the communication—or gun-jumping—rules under the Securities Act of 1933. In light of this, I would like to see any rulemaking in this area include considerable reforms to these rules. When Congress originally enacted the Securities Act, a company could not make any written or oral “offers” to sell securities before a registration statement became effective.[8] But as Linda Quinn—a former director of the SEC’s Division of Corporation Finance—once questioned, “[d]o we need to continue to register offers?”[9]

Over time, both Congress and the Commission eased the prohibition on offers.[10] However, the Commission’s spider web of gun-jumping prohibitions and exceptions remains difficult to maneuver. Moreover, the last time that the Commission implemented significant reform in this area was more than 20 years ago.[11] The ways in which businesses communicated with employees, customers, and potential investors at that time bears little resemblance to how they do so now. As the Commission staff prepares its recommendations, I look forward to constructing a more harmonized set of rules that offer clarity, simplicity, and congruity with today’s technology.

Modernizing the IPO process also invites a broader reassessment of the method by which companies become public. IPOs conducted through a firm commitment underwriting offer many benefits and have been, and likely will remain, the dominant path for companies intending to go public—but they are by no means the only one. For example, in recent years, combining with a special purpose acquisition company, or SPAC, has become a popular workaround to the process of becoming a public company.[12] But, instead of standing idly by while companies pursue indirect paths to going public, regulators and market participants should move decisively to remedy the root causes and remove the barriers to more direct approaches.

For the public market debut of companies offering the next generation of products and services, the “traditional” IPO process may, in some respects, still be stuck in the prior generation. So I call on founders, executives, investors, bankers, lawyers, and others to boldly innovate and remain open to alternative methods of taking a company public. Now, an alternative method may not be ideal for every company, but for some, it may offer faster and cheaper execution, less susceptibility to unfavorable market conditions, and greater valuation certainty. And, if the market does develop an alternative method, the SEC and other regulators should not introduce or maintain regulatory frictions that stand in the way.

Consider, for example, becoming a public company through a direct listing—the path that Spotify took in 2018. In anticipation of that listing on the New York Stock Exchange, the NYSE proposed amendments to its listing standards that would have required only an Exchange Act registration statement, without a concurrent Securities Act registration statement.[13] However, the NYSE ultimately withdrew this aspect of the proposal, and the listing standards that the Commission approved retained the Securities Act registration requirement.[14] Nasdaq’s standards for direct listings similarly require a Securities Act registration statement.[15]

Initial registration statements filed under the Exchange Act and the Securities Act contain largely the same company disclosure and generally undergo the same Commission staff review process. However, a Securities Act registration statement subjects the company—and any person deemed to be an underwriter—to more stringent liability standards for material misstatements or omissions under section 11 of the Act. Yet following a unanimous 2023 Supreme Court decision,[16] investors who purchase shares following a direct listing may find it difficult to establish a claim pursuant to section 11, though recourse through other liability provisions under the federal securities laws remains possible.[17]

As we look for ways to improve the process and method of becoming a public company, regulators and market participants might consider revisiting how direct listings are conducted and the associated legal requirements. As part of this consideration, it behooves us to ask questions such as: following the 2023 Supreme Court decision, does the market really believe that a Securities Act registration statement continues to offer meaningful investor protections in the direct listing context? Is the requirement to prepare a Securities Act registration statement—as opposed to an Exchange Act one—a hindrance for companies contemplating a direct listing? And beyond the form of the registration statement, are there other regulatory frictions in the direct listing process that the Commission or its staff can reduce through rulemaking or guidance, respectively, while preserving investor protections?

These are the types of questions that I hope today’s conversation will inspire you to answer. But I am equally eager to hear your broader ideas for modernizing IPOs overall, whether that means improving the SEC’s communication or other IPO-related rules, or identifying ways that the agency can remove roadblocks to non-traditional paths to going public. Beginning today, the SEC will accept written comments, and I encourage you to submit yours by July 27, though we will still consider comments received after that date. All ideas are most welcome. I have just one request—that you be bold and creative. And as you share your ideas, you have my word that we are listening.

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With that, thank you for your time and attention today. And Peter [Robinson], I now look forward to our discussion. Thank you.

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[The information below is included to establish a public comment file and was not part of Chairman Atkins’s delivered remarks.]

Members of the public who wish to provide their views on ways to improve the SEC’s communication or other rules related to IPOs, or how the agency can remove roadblocks to methods of going public unrelated to a “traditional” IPO, may submit comments electronically or on paper.

Please submit comments using one method only. Information that we receive will be posted on the SEC’s website without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make publicly available. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to File Number CLL-16, and the file number should be included on the subject line if email is used. Please submit your comments as soon as possible and by no later than July 27, 2026.

Electronic Comments:

Use the SEC’s Internet submission form or send an email to rule-comments@sec.gov with “CLL-16” included in the subject line.

Paper Comments:

Send paper comments to Vanessa Countryman, Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090.

Comment letters received are available at https://www.sec.gov/rules-regulations/public-comments/cll-16 .