Reg S-K Reform: Making American Public Companies Great Again

American dynamism and competitiveness are built on strong financial markets. As history shows, a predictable, stable market system drives innovation, attracts investment, and builds wealth. Unfortunately, over the past 25 years, the United States has seen the volume of public companies cut nearly in half.

Now, there's real momentum to make that system work better. SEC Chairman Paul Atkins recently laid out a three-pronged approach to make “initial public offerings (IPOs) great again:”

• Reforming corporate disclosure to reduce unnecessary reporting burdens and ensure investors receive material information

• De-politicizing the annual proxy process at public companies

• Litigation reform to protect public company shareholders from costly and frivolous activist lawsuits.

These tactics mirror the Chamber’s suggestions to invigorate our economy and maintain materiality across financial markets.

Corporate disclosure reform is key to bolstering economic prosperity. Today, the Chamber submitted comments that include over two dozen specific recommendations that would simplify and modernize Regulation S-K, or Reg S-K, the primary rule for which the SEC prescribes disclosure mandates for public companies. Among other ideas, our comments recommend the SEC eliminate certain outdated and duplicative requirements and adopt a safe harbor for forward-looking risk disclosures to protect against litigation abuses.

The foundational principle of materiality has always guided the Chamber’s approach towards corporate disclosure. In recent years, SEC mandates have increased to the point that they now include rules intended to address social or political matters that have no bearing on a company’s performance – in other words, issues that are not material to a reasonable investor.

The results have been predictable: quarterly and annual reports have grown in size and complexity and can obscure the most salient information about a business for investors. In Chairman Atkins’ words, corporate filings have gone “from the size of a gym locker to the size of an AI data center.” The Reg S-K reform initiative launched by Chairman Atkins aims to return the SEC’s disclosure regime to its original purpose and enhance the efficiency of public markets in the United States.

Over the coming months we expect that the SEC will issue proposed rulemakings based on the Reg S-K feedback it has received. The Chamber looks forward to working proactively with our members and the SEC on this critical effort to reduce unnecessary burdens, attract more investment, and unleash American public markets.

About the author

Mike Flood

Mike Flood is a veteran financial‑services policy and operations executive with nearly three decades of experience across government, industry, and trade associations, now serving as senior vice president at the U.S. Chamber’s Center for Capital Markets Competitiveness.

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