On January 26, 2026, Securities and Exchange Commission Commissioner Mark T. Uyeda delivered remarks at the 53rd annual Securities Regulation Institute.  The Commissioner focused his comments on efforts to improve capital formation by, in part, reducing regulatory compliance burdens in those instances in which existing requirements do not provide benefits for investors or the markets.  He noted the importance of returning to financial materiality as the guidepost for disclosure standards and maintaining a focus on the quality and reliability of material information.  The Commissioner reminded the audience that while there were areas in which the disclosure framework might be enhanced, the SEC was not a merit regulator—it does not make decisions on whether an investment is appropriate for investors or function as a “chaperone” guiding investors along a path toward making prudent choices.  He reiterated that the agency’s “mandate is rooted in disclosure rather than subjective qualitative assessments.”

Commissioner Uyeda noted that the review of Regulation S-K (we commented on Chair Atkins’ statement on the Regulation S-K review on this blog) provided an opportunity to simplify and streamline rules with a view to identifying areas for improvement.  He identified a number of possibilities:

  • Item 404 with respect to transactions with related persons, as to which the de minimis $120,000 threshold might be reassessed or replaced with a principles-based approach to materiality; he noted the narrative description of company policies under subparagraph (b) could be replaced with a requirement for companies to file their policies or make them readily available on their websites;
  • Item 106 could be streamlined to simplify the narrative disclosures of cybersecurity policies and governance oversight;
  • Item 701 and disclosure of unregistered transactions and the corresponding Form 10-K item, requiring a 3-year look-back for unregistered sales of securities by the registrant, could be eliminated or otherwise modified;
  • Item 201 for disclosures of the number of security holders and performance graphs could be simplified or eliminated; and
  • The mine safety disclosures could be reviewed for possible simplification.

In addition, the Commissioner noted the utility of applying more broadly a scaled disclosure approach.  He pointed to the benefits associated with emerging growth company (EGC) status and the accommodations available to EGCs and noted it might be beneficial to consider extending that status for a period of time.  Also, it might be useful to revisit the definitions of key terms like EGC and “smaller reporting company” in order to assess whether these have been appropriately calibrated to tailor the disclosure requirements to the size, maturity and type of reporting company, all while maintaining investor protections.  Finally, he noted that expanding the use of registration statements on Form S-3 would alleviate challenges for smaller companies and provide more flexibility for follow-on offerings.  A number of these measures, which do not require legislation, are included within bills forming part of the INVEST Act, see our post. 

The full text of his remarks is available here.