On June 2, 2026, the U.S. Securities and Exchange Commission (the “SEC”) published its Draft Strategic Plan for fiscal years 2026-2030, formally incorporating Chair Paul Atkins’ deregulatory and innovation-focused vision into the agency’s governing framework.  The plan is organized around three strategic goals:  (1) renewing regulatory policy, (2) reforming enforcement and stakeholder engagement, and (3) modernizing operations and increasing efficiency. 

Goal 1: Renewing Regulatory Policy Focus to Support Innovation, Capital Formation, Market Efficiency and Investor Protection

The first goal focuses on promoting “clear, fit-for-purpose rules that foster responsible innovation and deter misconduct.”  Key objectives include modernizing and simplifying disclosure practices, expanding access to private markets, and enabling new capital-raising pathways for entrepreneurs and small businesses.  We’ve seen some of these initiatives come to light in recent rulemaking proposals on registered offering reform and simplification of filer status. 

Particularly interesting, although not surprising, is the plan’s treatment of digital assets and distributed ledger technologies. The plan commits to providing a “firm regulatory foundation” for digital assets through a “rational, coherent, and principled approach,” including clarifying the boundaries of securities law as applied to crypto assets, enabling compliant capital formation through tokenized offerings, and resolving jurisdictional questions between the SEC and the Commodity Futures Trading Commission.  This is the plan’s most detailed single provision and consolidates the work of the Crypto Task Force and Chair Atkins’ broader “Project Crypto” initiative into the agency’s formal strategic framework.

The private markets language is also notable, while also consistent with previously published remarks.  The plan calls for providing “meaningful pathways for entrepreneurs to access capital in both private and public markets, including by modernizing rules that inhibit early-stage fundraising, streamlining disclosure requirements, and enhancing Regulation A for smaller issuers.”  Both Chair Atkins and Commissioner Peirce have advocated publicly for reforms to Regulation A to increase its use, including as a potential path for crypto offerings, such that the inclusion of this item within the plan seems to be a commitment to these changes.

Goal 2: Stakeholder Engagement and Enforcement Reform

The second goal represents what may be the most formal articulation yet of Chair Atkins’ position that his predecessors improperly used enforcement as a substitute for rulemaking.  The plan commits the agency to focusing on “clear violations of established law—particularly fraud and manipulation—rather than expanding regulatory reach through ad hoc enforcement actions.”

The plan also redefines how enforcement success should be measured, i.e., “not by the number of cases or fines, but by the deterrent effect and the clarity provided to the marketplace.”  This is consistent with the SEC’s track record over the past year:  standalone enforcement actions fell to 313 in FY 2025 (the lowest in a decade) and total monetary settlements declined 45% to $808 million.

Other notable elements under this goal include periodic retrospective reviews of existing rules, including those governing foreign private issuers, quarterly reporting, private fund reporting, and executive compensation, as well as an assessment of the agency’s administrative law framework in light of recent judicial decisions.  The plan also emphasizes increasing staff engagement with business and industry groups to facilitate compliance, signaling a more collaborative posture between the agency and market participants.

Goal 3: Operational Efficiency and Technology Modernization

The third goal prioritizes technology modernization as a “critical enabler of regulatory effectiveness.”  Most notably, the plan commits to a comprehensive review of EDGAR, which Chair Atkins has previously described as a legacy system in need of modernization.  The plan calls for the adoption of secure, scalable infrastructure to enhance data integrity, reduce operational risk, and support advanced analytics.

The plan also endorses the “responsible use of artificial intelligence and blockchain technologies” to improve oversight, reduce costs, and unlock new efficiencies. This aligns with the broader federal AI agenda, which calls on all agencies to revise or repeal regulations that block AI development and to establish regulatory sandboxes to test AI tools.

On the organizational side, the plan calls for streamlining management layers, consolidating duplicative offices, and reforming performance management systems in line with federal directives—a passage that reflects the broader government efficiency agenda of the current administration.

Takeaways

The Draft Strategic Plan does not itself create new rules or obligations, but it provides a roadmap of where this SEC intends to go (and at what pace).  The plan’s emphasis on disclosure simplification and materiality suggests future rulemaking to streamline and more than likely reduce reporting obligations is forthcoming. The EDGAR modernization commitment has significant potential practical implications, and any overhaul of the filing system could affect how registrants submit and format disclosure documents.

The comment period closes on July 2, 2026. Given the breadth of the plan’s policy ambitions, market participants and industry groups should consider submitting comments to shape the final version of what will serve as the SEC’s governing framework through 2030.  Access the SEC’s press release and draft of the SEC’s strategic plan.

June 11, 2026
8:30 a.m. – 9:30 a.m. ET
Mayer Brown LLP 14th Floor, 1221 Avenue of the Americas, New York, NY 10020
Register here.

Updated Agenda

Join us for this in-person CLE on June 11, 2026.

We will discuss the following, among other issues:

  • An Overview of Reg M
  • Revisiting Areas of Concern Following the Reg M Amendments and FINRA Rule 5190 
  • Products Linked to IPO Stocks & Reg M Compliance
  • Non-US Selling Group Members and Reg M Compliance
  • PIPEs, SPACs and DeSPACs, and ATMs and Reg M
  • The Rulemaking Petition to Amend Rule 105

This is an in-person presentation intended to encourage discussion.  There will be no recording or hybrid remote option available.

In May 2026, FINRA’s Corporate Financing Department launched a new Private Placement Information page that makes selected information from private placement filings publicly available.  The data is derived from Rule 5122 and Rule 5123 filings and will be updated periodically.  Historically, information collected through FINRA’s private placement filing program was treated as confidential and used solely for regulatory purposes.  The publication of selected filing data is part of FINRA Forward, a broader initiative to modernize FINRA’s rules, processes and public engagement.

The data provides insight into a segment of the private markets that has traditionally operated with limited transparency.  However, the scope is limited as FINRA Rules 5122 and 5123 apply only to a small subset of private placements.  Most private placements, including offerings sold exclusively to institutional investors or conducted without broker-dealer participation, fall outside of FINRA’s filing requirements.

Even within that limited scope, the filing volumes are notable.  FINRA reported more than 2,900 private placement filings under Rules 5122 and 5123 during 2025 compared with approximately 1,600 public offering filings reviewed under Rule 5110.  Private placement filings have exceeded public offering filings by a substantial margin in recent years reflecting the continued growth of the private markets.  Another noteworthy trend is the substantial increase in Rule 5122 filings.  Member private offering filings increased from 37 in 2023 to 340 in 2025 a nearly ten-fold increase in just two years.  The growth coincides with heightened regulatory attention to private placement practices.  In recent Annual Regulatory Oversight Reports, FINRA has repeatedly identified deficiencies involving private placement filings, due diligence procedures and retail sales practices.

The launch of the Private Placement Information page also reflects growing regulatory interest in private markets more generally.  Retail investor participation continues to expand through non-traded BDCs, interval funds, tender offer funds and direct private placements.  Greater transparency into broker-sold retail offerings appears consistent with FINRA’s broader effort to adapt its regulatory framework to an evolving capital formation landscape.  The Private Placement Information page is available here.

This Legal Update summarises the joint Call for Input published by the Financial Conduct Authority (“FCA”) and the Bank of England (“BoE”) (together, the “regulators”) in May 2026. The paper invites industry responses by 3 July 2026.  

What is the Purpose of this Consultation?

The goal of the Call for Input is to seek industry feedback on the proposed regulatory approach to tokenisation. The paper is aimed at “firms across the wholesale ecosystem and the focus is on tokenised securities (such as bonds, cash equities and fund units)“. The aim is for a digitally enabled wholesale markets ecosystem in which tokenised securities, cash and collateral move more efficiently across the trade lifecycle. The proposed end state is for this ecosystem to be anchored in central bank money settlement.

The paper:

  • Provides a set of agreed regulatory principles and operational considerations that the regulators intend to follow in any future changes to policy and regulation in this area; and
  • Clarifies a set of key priority areas where further regulation is required and offers an initial regulatory roadmap of initiatives that will support the market evolution.

A series of high level questions are posed to market participants as a call for input to help frame further regulation in this area. 

Continue reading this Legal Update.

On May 20, 2026, the Investor Advisory Committee (“IAC”) of the Securities and Exchange Commission (the “Commission”) released a draft recommendation (the “Recommendation”) addressing the Commission’s proposed rule that would replace quarterly periodic reporting required under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with an option to comply with a semi-annual reporting regime (the “Proposal”).  The draft Recommendation articulates several policy rationales opposing the Proposal.

Among other things, the draft Recommendation argues quarterly reporting serves as a critical mechanism to maintain transparency and investor confidence.  Lengthening the reporting interval to six months, it contends, would materially weaken the informational foundation upon which investors – particularly retail investors – rely to make timely, informed investment and voting decisions.  Less frequent mandatory disclosure would widen the information gap between institutional investors, often able to access alternative data sources and direct management engagement, and retail investors, dependent on public filings.  Additionally, the draft Recommendation raises concerns that the proposed shift could erode the governance discipline that regular reporting imposes on corporate management by extending the window during which material developments may go undisclosed and diminishing accountability.  It rejects the notion that quarterly reporting promotes harmful short-termism, contending the empirical evidence does not support a causal link between reporting frequency and short-term corporate decision-making.  The draft Recommendation further argues the Proposal’s cost-benefit analysis is overstated, as compliance costs would not be significantly reduced and fails to account for the need to maintain accurate financial information as part of a company’s ordinary operations, and overlooks the significant costs investors would bear through reduced transparency and less timely access to financial information.

The IAC’s draft Recommendation reflects broader market concerns that moving away from quarterly reporting could undermine the transparency associated with the periodic disclosure regime.  Critics of the Proposal argue less frequent reporting may lead to greater stock price volatility around fewer disclosure events, reduced analyst coverage for smaller-cap issuers, and an environment more susceptible to insider trading and selective disclosure.  The draft Recommendation is subject to consideration and vote by the full IAC before it is submitted as a formal recommendation.  Public companies and market participants should monitor developments closely, as the IAC’s position may influence rulemaking.  Read the IAC’s full draft Recommendation here.

The IAC will hold a public meeting on June 4, 2026 to discuss, among other items, the draft Recommendation.  The full agenda also includes a discussion regarding:

  • retail confusion relating to private market assets, during which a panel will address confusion that may arise from redemption gating, fee structures, valuation methodologies, and other unique features of private market and alternative investment products;
  • passive index funds and shareholder voting, and the effects on corporate governance and investor protection of having greater voting power concentrated in passive investment vehicles; and
  • recommendations regarding fund proxy voting in connection with modernization of the fund proxy system for open‑end funds and ETFs.

FINRA is conducting a targeted review of member firm practices related to the supervision of non-principal protected “worst-of” structured notes over a look-back period of 2022 through the end of 2025.  FINRA’s focus is on Regulation Best Interest, including the Care Obligation, and how member firms supervise customer concentrations in “worst-of” structured notes.  FINRA is assessing member firm compliance with supervisory rules, including compliance with written supervisory procedures and surveillance systems.

Specific requests include:

  • Copies of written supervisory procedures;
  • Classifications (if used) for structured notes, particularly those based on principal protection or “worst of” features;
  • Any limitations placed on recommendations for structured notes, whether by classification or otherwise;
  • Training procedures and supervisory monitoring of structured notes;
  • Compensation and conflict of interest mitigation, including how representatives are paid for sales; and
  • Customer disclosures and communications provided to customers.

The full sweep letter is available here.  Member firms might consider undertaking their own review and assessment of their written supervisory procedures, their product classifications, their offering materials, their due diligence of distributors, their educational materials, and evaluate the overall effectiveness of their processes.

Book Talk | Register here.
June 9, 2026 | 6:00 p.m. – 8:00 p.m. ET
The Whitby Hotel, 18 W 56th, New York

The Fine Print series continues with Lloyd Blankfein joining Puck’s Wall Street author William D. Cohan to discuss Blankfein’s insightful and inspiring memoir, Streetwise: Getting to and Through Goldman Sachs.

We hope you will join us for the book talk and the reception to follow. Copies of the book will be available.

Guests

Lloyd Blankfein was, of course, chairman and CEO of Goldman Sachs from 2006 to 2018.

William D. Cohan is a renowned financial journalist, and former M&A banker, covering what’s really happening on Wall Street. Cohan is the New York Times bestselling author of five non-fiction narratives: three about Wall Street: Money and Power: How Goldman Sachs Came to Rule the World; House of Cards: A Tale of Hubris and Wretched Excess on Wall Street; and, The Last Tycoons: The Secret History of Lazard Frères & Co., the winner of the 2007 FT/Goldman Sachs Business Book of the Year Award. His book, The Price of Silence, about the Duke lacrosse scandal was published in April 2014 and was also a New York Times bestseller. His 2022 book Power Failure: The Rise and Fall of an American Icon, about the rise and fall of GE, was long-listed for the 2022 FT Business Book of the Year Award. It was a New York Times bestseller and on the best book of the year lists published by The New Yorker, The Economist, The Financial Times and the DealBook section of the New York Times. He is working on a new book about Leon Black and Apollo Global Management.

Intelligize Webinar | June 3, 2026
12:00 p.m. – 1:00 p.m. ET
Register here.

The ESG landscape has shifted significantly in recent years, presenting new challenges for organizations operating in this rapidly evolving space. In this session, we will explore the legal and regulatory risks emerging on both sides of the ESG debate and examine the impact of key regulatory developments in the United States and Europe.

Our presenters will address the following topics:

  • The Sustainable Finance Market. An analysis of how shifts in sentiment are influencing the size, scope, and nature of the sustainable finance market, and what this means for market participants.
  • Evolving ESG Disclosure Rules. An overview of the current state of ESG disclosure requirements, including what has changed, what remains unchanged, and what organizations should anticipate going forward.
  • The Anti-ESG Movement. An examination of the growing legal and regulatory pushback against ESG initiatives, including recent legislative and enforcement trends shaping the landscape.
  • California’s Climate-Related Disclosure Laws. A focused discussion on California’s landmark climate-related disclosure legislation and its role in advancing corporate transparency obligations at the state level.

On May 19, 2026, the SEC released two proposed rule amendments aimed at modernizing the registered offering framework and simplifying ongoing reporting obligations for public companies.  The economic analysis accompanying the “Registered Offering Reform” proposal provides a detailed snapshot of the current landscape for business development companies (“BDCs”) and closed-end funds (“CEFs”), including listed and non-traded vehicles, as well as issuers using shelf and at-the-market (“ATM”) programs.  The data is especially notable in revealing structural differences between listed and non-traded vehicles in terms of size, eligibility and capital-raising approaches.

Market Composition and Asset Size

The SEC analyzed a broad set of registered funds and BDCs, including:

  • 378 exchange-listed registered CEFs
  • 321 unlisted registered CEFs (including 138 interval funds)
  • 53 exchange-listed BDCs
  • 119 unlisted (non-traded) BDCs

Average net asset levels vary meaningfully by category:

  • Exchange-listed CEFs: approximately $597 million
  • Unlisted CEFs: approximately $631 million (interval funds average $735 million)
  • Exchange-listed BDCs: approximately $1.4 billion in net assets and $2.9 billion in total assets

Unlisted BDCs represent the largest category by count with 119 of 172 total BDCs highlighting the continued expansion of the non-traded BDC structure.

Eligibility for Streamlined and WKSI Registration

The current federal securities law framework is focused on two key thresholds:

  • $75 million public float for Short-Form N-2 eligibility under General Instruction A.2
  • $700 million for WKSI status

The data shows a distinct split between listed and unlisted issuers:

  • Listed CEFs: 96% meet the $75 million threshold and 23% exceed $700 million
  • Listed BDCs: 91% meet $75 million and 51% exceed $700 million
  • Unlisted CEFs: 1% meet $75 million and less than 1% are WKSI-eligible
  • Unlisted BDCs: 11% meet $75 million and 11% are WKSI-eligible

Among listed issuers, eligibility for streamlined registration is effectively the norm.  Among non-traded funds, it remains the exception.

Capital-Raising Practices: Dominance of Rule 415

From January 2022 through December 2025, the SEC identified 626 effective Form N-2 filings across 538 unique issuers.  The data confirms the significance of Rule 415-based offerings:

  • 82% of filings (512 of 626) relied on Rule 415 for delayed or continuous offerings
  • Listed CEFs: 90%
  • Unlisted CEFs: 76%
  • Listed BDCs: 86%
  • Unlisted BDCs: 84%

Among listed issuers, automatic shelf registration under Rule 462(e) is also significant:

  • 26% of listed CEF filings
  • 41% of listed BDC filings

Shelf registration and continuous offering programs, including ATM structures, are the dominant capital-raising alternative for both listed and non-traded vehicles.  Short-form N-2 qualification was present in 88% of exchange-listed CEF filings and 77% of exchange-listed BDC filings, compared to only 2% and 6% for their unlisted counterparts. 

Unlisted registered CEFs accounted for the largest share of overall filing activity (323 filings, 52%), followed by exchange-listed CEFs (184 filings, 29%), exchange-listed BDCs (70 filings, 11%) and unlisted BDCs (49 filings, 8%).

Distribution of Registered Offering Sizes

The offering size data shows mean values significantly higher than medians across categories:

  • Overall mean registered amount: $791 million and median $29 million
  • Shelf offerings: mean $942 million and median $65 million
  • Non-shelf offerings: mean $134 million and median $2.6 million
  • Unlisted BDCs: mean $4.3 billion and median $2.5 billion
  • CEFs, listed and unlisted: median registered amount approximately $1 million

The divergence between mean and median is most pronounced among unlisted BDCs, reflecting a small number of large programs that account for a disproportionate share of registered capacity.

Breaking out the mean registered amount by fund type: exchange-listed CEFs averaged $97 million, unlisted CEFs $459 million, exchange-listed BDCs $229 million and unlisted BDCs $4.3 billion.  The registered amount for shelf filings reflects total shelf capacity available for delayed or continuous offerings rather than actual issuance, which may overstate the economic significance of the largest programs.

Market Entry and New Registrants

The non-traded segment accounts for a substantial share of new entrants.  Of 538 unique registrants during the analysis period, 48% were new issuers, defined as registered under the 1940 Act for fewer than 12 months prior to filing.  New issuance activity was concentrated in the non-traded CEF segment.  Breakdown by category:

  • Unlisted CEFs: 76% new entrants
  • Unlisted BDCs: 36% new entrants
  • Exchange-listed CEFs: 4% new entrants
  • Exchange-listed BDCs: no new entrants  

The predominance of new entrants in the non-traded segment raises questions about the adequacy of the current disclosure framework for relatively untested issuers that lack extended operating histories or track records with SEC reporting yet are actively raising capital through continuous offerings.

Implications for the Proposed Registration and Offering Framework

Several structural features emerge from the SEC’s data.  Rule 415 offerings, including shelf registrations and ATM programs, already dominate capital formation across both listed and non-traded vehicles.  At the same time, eligibility for streamlined registration remains heavily concentrated among listed issuers.  Non-traded CEFs and BDCs are largely excluded from WKSI and short-form registration benefits despite accounting for a meaningful share of new entrants and issuance activity.  The policy question raised by the proposal is whether the current eligibility framework appropriately reflects the structure of today’s market, particularly the growth of non-traded vehicles, or whether it continues to privilege a subset of larger, seasoned listed issuers.

Speaking today at the Stanford Rock Center for Corporate Governance, Securities and Exchange Commission (“SEC”) Chair Atkins recapped a number of the key achievements and rulemaking proposals, including the two significant proposals released just last week, about which we blogged (see our first post and second post), all of which are intended to encourage more companies to consider undertaking initial public offerings (“IPO”) and remaining public companies. 

The Chair noted that the SEC staff was in the process of formulating recommendations to modernize Regulation S-K disclosure requirements and to address executive compensation disclosure requirements.

He reported he had asked the staff to prepare recommendations to modernize the IPO process itself.  Chair Atkins observed that we may be “stuck” insofar as the IPO process itself and should think about alternative methods of taking a company public.  He discussed direct listings as an example of innovation.  Chair Atkins observed that, in light of the Supreme Court’s decision on tracing, it might be time to ask whether a Securities Act registration statement provides meaningful protections in the context of a direct listing or whether an Exchange Act registration statement (which contains the same disclosure) would accomplish the same objective.  He also asked whether there were other regulatory frictions in the direct listing process that the SEC or its staff might address.  In his remarks, the Chair also noted that some companies combine with SPACs as a “popular workaround to the process of becoming a public company.”

The Chair commented on “gun jumping” and the offering-related communications rules— “the Commission’s spider web of gun-jumping prohibitions and exceptions remains difficult to maneuver.”  The communications rules have not been updated in over 20 years, and the SEC has not addressed social media in even longer.  The Chair observed that he’d “like to see any rulemaking in this area include considerable reforms to these rules.”

The Chair ended his remarks by inviting comments on 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.  The SEC will accept written comments by July 27, 2026.  All submissions should refer to File Number CLL-16, and the file number should be included on the subject line if email is used.  Use the SEC’s submission form or send an email to rule-comments@sec.gov with “CLL-16” included in the subject line.

See the full text of the remarks: Remarks at the Stanford Rock Center for Corporate Governance.