SEC Releases Spring 2025 Rulemaking Agenda

On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here).  Chairman Paul Atkins previewed the Agenda, which widely diverges from the Commission’s fall 2024 rulemaking agenda, in a simultaneously-released statement (the “Statement”), declaring that “[t]he items on the agenda represent the Commission’s renewed focus on supporting innovation, capital formation, market efficiency, and investor protection” (here).  The Agenda provides new insight into the SEC’s priorities under Chairman Atkins, many of which were foreshadowed by Commissioner Hester Peirce in her January 2025 Remarks before the Northwestern Securities Regulation Institute (here).  In her remarks, Commissioner Peirce stressed the need for public companies to focus on value creation for shareholders, rather than be distracted by non-financial targets or social or political issues.  These goals appear to be reflected in the Agenda, some highlights of which include:

• Crypto:  The Agenda includes two crypto-related items, “Crypto Assets” and “Crypto Market Structure Amendments,” both in the proposed rule stage.  Given the SEC’s current focus on crypto, as evidenced by the recent series of Staff Statements on the application of the federal securities laws to crypto assets and related Commissioner Statements, notably those from Commissioner Peirce and Commissioner Crenshaw (examples here, here and here); the establishment of the SEC’s Crypto Task Force; and various speeches by Chairman Atkins, it is no surprise that crypto is prominently featured on the Agenda.  In his Statement, Chairman Atkins highlighted the presence of crypto on the Agenda, “[t]he agenda covers potential rule proposals related to the offer and sale of crypto assets to help clarify the regulatory framework for crypto assets and provide greater certainty to the market. A key priority of my Chairmanship is clear rules of the road for the issuance, custody, and trading of crypto assets while continuing to discourage bad actors from violating the law.”
• Foreign private issuer eligibility:  In June, the SEC issued a concept release requesting comment on the test for foreign private issuer eligibility, with comments due by September 8, 2025 (read about it here).  While it is unclear how quickly the SEC will propose any changes to FPI eligibility, or if they will do so at all, this appears to be an area of concern and possible consensus across the Commissioners, and its inclusion on the Agenda confirms that it is, indeed, a priority for the Commission.
• Shareholder proposal modernization:  The Agenda states that Division of Corporation Finance is considering recommending rule amendments to modernize Rule 14a-8 to reduce compliance burdens for registrants and account for developments since the rule was last amended. While the contours of any such amendments are not known at this point, the February 2025 issuance of Staff Legal Bulletin No. 14M, along with certain remarks from Commissioner Peirce may provide some insight into potential paths forward. SLB 14M provided more flexibility to companies in excluding shareholder proposals from their annual proxy statements, especially with regard to social and environmentally-focused proposals.  Commissioner Peirce also touched on shareholder proposals in her January remarks, highlighting the “resource diversion” of shareholder proposals aimed at environmental and social issues, rather than on governance topics that are directly related to a registrant’s business and financial outcome.  To this end, she suggested that the SEC should “re-examine the ownership thresholds in Rule 14a-8” to ensure proponents have a meaningful interest in the company,  and reconsider how the proposals process deals with questions of social significance, rather than securities law issues, that are outside of the Staff’s areas of expertise and can be extremely time consuming to resolve. 
• Exempt offerings: The Agenda includes possible rule amendments to simplify the pathways for raising capital for, and facilitate investor access to, private businesses. While the scope of such rule amendments is unclear, both Chairman Atkins and Commissioner Peirce have continued to advocate for reforms to Regulation A to increase its use, including as a potential path for crypto offerings (remarks by Chairman Atkins here).  Ideas for changes have included preemption for secondary sales and eliminating prohibitions on at-the-market offerings, among others.  In July, Chairman Atkins also highlighted the need for additional regulatory certainty in the exempt offering market, connecting the need for small business capital with increased “jobs and ingenuity” (here).  The SEC may also be considering changes to Regulation D and/or Regulation CF, both likely in order to increase use and ease of disclosure and reporting obligations for issuers.
• Rationalization of disclosure practices:  Disclosure reform, particularly reforms focused on facilitating both material disclosure by companies and shareholders’ access to that information, is another Agenda item foreshadowed in Commissioner Peirce’s January remarks, in which she stressed the need to limit the SEC’s disclosure regime to information that enables investors to make investment decisions, rather than to provide information about other issues, such as, in her view, climate, conflict minerals and CEO pay ratios.  Instead, she advocated for a materiality based disclosure that does not serve special interest groups.  This approach seems to be reflected in the SEC’s March decision to abandon its defense of climate based disclosure rules, and is also reflected in Chairman Atkins’ Statement, providing that the Agenda “covers a number of envisioned deregulatory rule proposals to reduce compliance burdens and facilitate capital formation [..]. It discusses amending existing rules to improve and modernize them as well as address disclosure burdens.”
• Definition of dealer:  The definition of “dealer” was significantly expanded in February 2024, a change that, at the time, was opposed by Commissioners Peirce and Uyeda, in part because of potential implications for crypto assets.  However, the amendments were vacated by the US District Court for the Northern District of Texas in November 2024, and are currently not in effect.  Given this history, it will be interesting to follow how the current Republican-led Commission plans to further amend the definition.

These are just a few of the items included in the Agenda—stay tuned for what promises to be a busy and exciting time for SEC rulewriters, issuers, shareholders and practitioners alike.