April 10, 2026
Ms. Vanessa Countryman
Secretary
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Re: Statement on Reforming Regulation S-K (CLL-15)
The U.S. Chamber of Commerce (“Chamber”) appreciates the opportunity to comment on the Securities and Exchange Commission (“SEC” or “Commission”) request for public comment on Reforming Regulation S-K further to Chairman Atkins’s statement of January 13, 2026.
As the Chamber’s earlier letter to the Commission on this initiative noted1, we have for many years been focused on rationalizing and calibrating the level of corporate disclosure investors receive. At its core, we are motivated by a desire to ensure investors have access to material, essential, decision-useful information. In turn, SEC registrants will not need to expend resources producing information that is not material to investors, which we believe will help make the public company model a more attractive option both for existing public companies and for privately-held companies considering an IPO.
Instead, in recent years many new SEC standards have resulted in a proliferation of prescriptive requirements, rather than principles-based requirements grounded in materiality. In addition, a number of these requirements are focused on social or political matters that are outside the Commission’s statutory mandate and institutional expertise. Still others seem focused primarily on altering corporate behavior in service of political aims or policy objectives foreign to the federal securities laws. Some recent rulemakings have even sought to redefine materiality away from the Supreme Court’s definition and the Commission’s own historical interpretation of the term.
The Commission’s cyber and climate mandates in Regulation S‑K exemplify this drift away from traditional securities disclosure requirements towards prescriptive disclosures that often are not tied to issuer‑specific, decision‑useful information. These requirements expand disclosure volume, increase compliance costs, and heighten litigation risk without delivering commensurate investor value, and should be rescinded in favor of a principles-based, materiality-focused disclosure regime.
The SEC’s disclosure repository has grown, in the words of Chairman Atkins, from “the size of a gym locker to the size of an artificial intelligence data center.”2 The burdens associated with this system have ballooned to the point where some companies decide the costs of SEC reporting are a reason to stay private instead of entering the public markets3; the United States now has roughly half the number of public companies as it did in the 1990s. This steep decline has major negative implications for economic growth and investor opportunity.4
Though the Commission’s 2016 disclosure modernization initiative produced some notable reforms, much of Regulation S-K has not been revisited in decades. We commend the Commission for undertaking this retrospective review of Regulation S-K, and encourage the SEC to institutionalize this practice throughout its regulations. Many items under Regulation S-K no longer call for the type of information that a reasonable investor would today consider important in making an investment or voting decision.
