Navigating the Sweeping SEC Rules Proposed for Public Companies

The U.S. Securities and Exchange Commission (SEC) has proposed sweeping new rules that would encourage companies to go, and stay, public. If adopted, the changes would facilitate access to the capital markets and reduce compliance burdens. Industry groups have broadly welcomed the proposals. They say companies will be able to take advantage of desirable market conditions quickly and efficiently. But others are voicing concerns about the balance between flexibility and investor protection. Meanwhile, stakeholders are standing by, assessing the proposed changes for their potential impact.

 How will the proposed rules affect how companies offer shares and report to investors? How significant is the regulatory impact? And what are the challenges and operational stakes?

 Join The Sidley Podcast host and Sidley partner, Sam Gandhi, as he speaks with two of the firm’s thought leaders on these issues — Sonia Barros, co-leader of Sidley’s Public Company Advisory practice, and Carlton Fleming, a partner in Sidley’s Capital Markets and Public Company Advisory practices. Together, they discuss the SEC’s proposed overhaul of the public company regulatory framework – both for raising capital in registered offerings and for ongoing public company reporting obligations –  and how Sidley is advising clients to prepare for the potential changes. 

 Executive Producer: John Metaxas, WallStreetNorth Communications, Inc.

Transcript

Navigating the Sweeping SEC Rules Proposed for Public Companies
Sam Gandhi, Sonia Gupta Barros, and Carlton Fleming
 June 2026

 Sam Gandhi:

The U.S. Securities and Exchange Commission has proposed sweeping new rules that would encourage companies to go and stay public. If adopted, the changes would facilitate access to the capital markets and reduce compliance burdens. Industry groups are hailing the proposals, and they say companies will be able to take advantage of desirable market conditions quickly and efficiently, but others are voicing concerns about the balance between flexibility and investor protection. Meanwhile, stakeholders are standing by, assessing the proposed changes for the potential impact. 

 Sonia Gupta Barros:

One of the priorities of the current chairman of the SEC has been to really help increase the number of public companies in the marketplace, because that number has shrunk significantly over the last couple decades, and this proposal really could have a very meaningful impact.

 Sam Gandhi:

That’s Sonia Barros, co-leader of Sidley’s Public Company Advisory practice.

 Carlton Fleming:

It really enhances companies’ abilities to access the public markets, and this could be a real on-ramp to accessing a broader set of capital, and as a result, also allowing more retail investors access to these companies that have, under the current regime, remained private.

 Sam Gandhi:

And that’s Carlton Fleming, a partner in Sidley’s Capital Markets and Public Company Advisory practices. How will the proposed rules affect how companies offer shares and report to investors? How significant is the regulatory impact, and what are the challenges and operational stakes? That’s what we’ll find out in today’s podcast. From the international law firm Sidley Austin, this is The Sidley Podcast, where we tackle cutting-edge issues in the law and put them in perspective for businesspeople today. I’m Sam Gandhi.

 Hello, and welcome to this edition of The Sidley Podcast. Sonia and Carlton, it’s great to welcome you to episode 53 of the podcast.

 Sonia Gupta Barros:

Thank you, Sam. Great to be here.

 Carlton Fleming:

Yeah, Sam, thanks for having us join.

 Sam Gandhi:

The SEC recently proposed two sweeping rules aimed at making it easier for public companies to raise capital, while reducing reporting burdens for issuers. The changes are intended to modernize and expand access to the public capital markets, and if adopted, the amendments would represent the SEC’s most significant registered offering reform initiative in two decades and would affect many types of issuers. Sonia, I want to start with you. The SEC’s proposed amendments include the so-called Registered Offering Reform rule. Broadly, what’s the intention of this proposal, and are the changes going to have a meaningful impact if adopted as proposed?

 Sonia Gupta Barros:

This is really part of the current SEC Chair Atkins’ agenda to make IPOs great again and to reduce the burdens on public companies. One of the priorities of the current chairman of the SEC has been to really help increase the number of public companies in the marketplace, because that number has shrunk significantly over the last couple decades, and this proposal really could have a very meaningful impact on that long-term goal.

 It makes many changes which are really quite substantial. For example, it will allow the use of Form S-3, a short-form registration statement, for almost every public company the day after they become a public company, and so, that’s really incredible. I mean, this could really increase the ability of all companies to do rapid and quick shelf registration offerings, at-the-market offerings.

 It also expands the universe of who can do an automatic shelf registration, incorporation by reference, and the like. So, it’s really quite a significant proposal. The impact will certainly be meaningful. As an example of how significant these proposals would be, the SEC estimates that the number of issuers eligible to use Form S-3 could be increased by more than 60%.

 Sam Gandhi:

Carlton, what are some of the considerations or challenges for clients regarding this rule as they seek to adopt this new framework, assuming it’s going to get passed?

 Carlton Fleming:

So, as Sonia mentioned, I view this as not a standalone proposal, but part of the SEC’s broader agenda to change the calculus of being a public company. I look at the Registered Offering Reform, the Filer Status Reform, and the semiannual reporting proposal as all part of Chair Atkins’ stated goal of making the IPOs great again. So, the proposals, viewed together, seek to address a lot of the compliance friction that occurs in the critical first five years post-IPO, which is really the period that’s most likely to deter a company from going public and remaining in the private markets.

 So, for life science and technology clients in particular, this package addresses a lot of that longstanding friction. Baby shelf limitations for smaller companies, WKSI thresholds that are based on public float, accelerated filer status hitting too quickly, or companies bouncing back between filer statuses from year to year, particularly for companies that may have volatile stock prices. With the ability to file an S-3 shortly after an IPO, let’s sort of walk through a hypothetical.

 So, hypothetical high-growth IPO company, on day one, they’re eligible to file an S-3 Shelf Registration Statement, regardless of float. This is going to eliminate the 12-month Exchange Act reporting requirement, eliminates the baby shelf caps, and it also offers some new limited cure periods, which we’ll discuss in a bit. So, assuming this company lists on the National Exchange, this will also qualify them as an eligible listed issuer.

 And what this really means is that companies can put in place a universal shelf, a resale shelf, an at-the-market ATM facility shortly after an IPO, of course, subject to any lock-up restrictions that may be in place with the IPO. It would subject the S-3 to SEC review, but for a company that just went through the IPO process, I suspect the chance of the SEC commenting pretty low. So, for companies with high capital needs, this would be a real accelerant and incentive to access the public markets.

 Sam Gandhi:

Sonia, let’s do a deeper dive here. From your perspective, what are the key proposed changes in the Registered Offering Reform rule that clients should really know about?

 Sonia Gupta Barros:

Carlton already covered some of the significant changes on Form S-3 eligibility, but it goes beyond just eliminating the one-year seasoning requirement and eliminating all the transaction requirements. The SEC has also proposed to eliminate the requirement that an issuer not have had certain failures to make payments and defaults.

 So, that’s things like failed to pay a dividend or an installment on a preferred...or defaulted on debt or a long-term lease. So, that will be removed. They’ve also added a new restriction, which is interesting. So, Form S-3 would only be available to issuers who are not ineligible issuers. So, this, previously, only applied to status as a well-known seasoned issuer, but now, the SEC would...even though they’re expanding the ability to use Form S-3, they’ve also proposed adding this restriction.

 And an ineligible issuer is, for the most part, who you think it would be. Something called a BSP issuer, in this new definition the SEC is proposing to have. So, that would be a blank check company, a shell company, or a penny stock company. However, in a nice surprise, the SEC indicated that a formal SPAC that is completed, their de-SPAC transaction, by combining with a target, would not be deemed an ineligible issuer, and under the current definition of an ineligible issuer, those SPACs get picked up.

 Sam Gandhi:

Sonia, you talk about the definition of ineligible issuers. Historically, if you were considered to be a bad actor for purposes of the SEC rules, you were considered an ineligible issuer. How do the rules affect that?

 Sonia Gupta Barros:

Sam, that’s a great question. Bad actors would still be deemed ineligible issuers, and therefore, not be able to use Form S-3, and again, you know, the significance here is using Form S-3 eligibility versus just WKSI status. So, it’s more expansive, so it still extends to the type of things you would think about. Like if a bad actor would be an individual or an entity that’s subject to a decree or order relating to violating anti-fraud provisions of the securities laws.

 But companies would only be included as an ineligible issuer if the order or decree is based on an untrue, false, or misleading statement of material fact or an omission to state a material fact. So, that’s pretty significant, and what we typically see is that many financial institutions that do end up being ineligible issuers, currently under the definition, may not fall within that definition under this exclusion.

 Sam Gandhi:

And so, who are considered to be eligible listed issuers and seasoned eligible issuers under these definitions?

 Sonia Gupta Barros:

That is also a significant change that the SEC has proposed, right? In addition to Form S-3 eligibility, there’ll be two new categories of issuers called ELIs and SELIs, eligible listed issuers and seasoned eligible listed issuers. So, an ELI is an issuer that meets the S-3 requirements and has common stock listed on a national securities exchange. A SELI is an ELI, but that issuer also has been reporting under SEC requirements for 12 months plus 1 month.

 The WKSI concept would be completely eliminated, and the significance of these new categories of issuers is that many issuers, under these new categories, would be able to take advantage of a lot of accommodations that are currently only available to WKSIs. For example, when you look at the three categories, if you’re a Form S-3 eligible issuer, you would now be able to have access to Rule 139, and that relates to broker-dealer communications.

 Rule 430B(b), which relates to the ability to omit information regarding selling stockholders in amounts those stockholders are registering, and certain communication safe harbors, such as Rule 433. So, that’s all S-3 eligible issuers. ELIs would have additional accommodations that are only available to WKSIs today. More flexibility under additional communication rules, pay-as-you-go filing fees, additional accommodations regarding omitting information from their perspectives, and another interesting one, the ability to register additional securities via post-effective amendment.

 SELIs would be the issuers that get to use automatic shelf registration. So, basically, these accommodations make it much easier for all public companies to raise capital, to communicate in respect to their offerings, to omit information that can often be burdensome to include at the time of effectiveness, and it’ll make raising money in the capital markets, facilitating capital formation, much more seamless for public companies.

 Sam Gandhi:

Are all public companies subject to this? Historically, the rules have treated...we’ve talked about blank check companies, but also closed-end funds and business development companies, et cetera, differently. Is that the same case?

 Sonia Gupta Barros:

The SEC has also proposed to change the rules with respect to BDCs, business development companies and registered closed-end funds. So, there, the proposal would expand the ability to use short-form N-2 and shelf access for exchange listed funds, as long as they satisfy the proposed ELI criteria, and then SELIs would also get to use the automatic shelf registration process on the fund side.

 Sam Gandhi:

And Carlton, when you talk to companies and underwriters about this rule, what else stands out that you think those clients should know?

 Carlton Fleming:

So, I think one that’s a little underappreciated at the moment is reforms to Reg S-X and the financial statement staleness fix. This proposes to eliminate the income-related conditions for loss corporations that accelerate the need for year-end audits to satisfy registration statement requirements. Under the proposal, the audited financial staleness deadline would synchronize with the company’s Form 10-K filing due date. This is really meaningful for companies looking to raise capital in the beginning of the year.

 Under the current rules, a calendar year, loss corporation hits a wall on February 15, where they’re unable to file new registration statements, unable to do certain takedowns without the requirement to publish year-end audited financials. This creates a real gap between February 15 and when the company can get their 10-K on file. This would really open the door for, particularly, life sciences and younger technology companies to raise capital during that window.

 One important caveat here, though, is that, similar to the semiannual reporting proposal, this does not address some of the comfort letter requirements, such as the 134-day, 135-day requirement. So, there would need to be some sort of harmonization there, either in the final rules or coordination with PCAOB or some work with issuers and underwriters in terms of pass-through comfort, things like that, but in short, that would really open the market for that Q1 window.

 Sam Gandhi:

Carlton, what about state securities regulators? Are they coming into the fore here as the federal regulators lessen the requirements of registration?

 Carlton Fleming:

So, one aspect of the proposed rule is a partial preemption of the state blue sky laws. So, the proposal’s going to define a qualified purchaser as any person offered or sold securities and registered offering, making those covered securities under the federal laws, which would preempt blue sky or state regulators stepping in. Currently, that exemption is generally limited to securities listed on a national exchange. This would broaden that exemption.

 It’s particularly helpful for specific industries such as REITs and non-listed BDCs as they currently are forced to navigate that 50-state review. There would also be a new definition for any person offered or sold Securities and Exchange Act registered offering that qualifies as a qualified purchaser, regardless of their sophistication or suitability. Now, what would remain for the states is that they would retain authority to require notice filings and filing fees, but again, it would significantly lessen the burden of that 50-state survey that many industries find themselves in.

 Sam Gandhi:

Sonia, what about S-1? Is there any change in the forms of S-1 if everybody’s moving to S-3?

 Sonia Gupta Barros:

So, there are changes to S-1, some pretty notable ones. So, currently, an issuer has to have filed their annual report for the most recently completed fiscal year before they can use incorporation by reference on S-1. That requirement would be eliminated. The second notable proposed change to S-1 is also expanding who can use forward incorporation by reference on S-1. Currently, that’s only allowed for smaller reporting companies. The SEC is proposing to allow that for all issuers that use S-1.

 Sam Gandhi:

You’ve talked a lot about the modifications to Form S-3, but the release also talks about modernization of Form S-1. Why would anyone use an S-1 going forward if it was so easy to use an S-3?

 Sonia Gupta Barros:

If these rules are adopted, I think what we will see is a significant decline in the use of Form S-1. I think it’s really only going to be relevant and used in an IPO initial registration situation. Most issuers will be able to use Form S-3 and with all the flexibility and accommodations that Form S-3 offers, I don’t really see many issuers using Form S-1 in the future.

 Sam Gandhi:

If you’re interested in information on the energy industry, tune into the latest episode of Sidley’s Accelerating Energy Podcast, hosted by our partner Ken Irvin. Ken was joined by former PJM Chief Risk Officer Carl Coscia to unpack the high-stakes tradeoffs between reliability and affordability. From volatile capacity markets to the rising cost of capital, they explore what’s really driving today’s energy crunch and whether the solutions on the table are setting us up for resilience or risk. You can subscribe to Sidley’s Accelerating Energy Podcast wherever you get your podcasts. 

 You’re listening to The Sidley Podcast, and we’re speaking with Sonia Barros, co-leader of Sidley’s Public Company Advisory practice, and Carlton Fleming, a partner in the firm’s Capital Markets and Public Company Advisory practices, and we’re talking about the SEC’s Registered Offering Reform rules to expand access to public capital markets and the considerations for stakeholders going forward. So, the SEC has also offered a second proposal, which would simplify the current filer status categories and expand scale disclosure eligibility to a wider group of companies.

 And commenting on the proposed rule, SEC Chairman Paul Atkins said, “the current public company regulatory framework is in dire need of a comprehensive overhaul. Over the past 25 years, layers upon layers of legislative changes and SEC rules have created many different categories of public companies with complex overlapping requirements and benefits.” Sonia, what are your observations regarding this new proposed filer status framework, and what do you see as some of the benefits of adopting it?

 Sonia Gupta Barros:

The proposal here for the filer status framework is also really significant, like the Registered Offering proposal. It really does simplify things. The current filer status framework has gotten incredibly complicated with five different categories of filer status, large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, and emerging growth company, and what the SEC has proposed to do is replace this with, basically, a binary framework.

 For the most part, issuers will fall in 1 of 2 categories, either a large accelerated filer or non-accelerated filer. The accelerated filer category would be completely eliminated, and a large accelerated filer would be an issuer with 2 billion in public float. Most current accelerated filers would now become non-accelerated filers. So, that’s how this proposal is really significant, and the non-accelerated filer category, which would be about 81% of public companies, would be reclassified into that category.

 It would get a significant number of accommodations, the most significant of which, I think, is being exempt from having to include an auditor attestation on internal controls over financial reporting, which is also known as the SOX 404b requirement, but there are other accommodations, which are also noteworthy, such as scaled disclosures on executive comp, and that would include things like only two years of comp table data, three NEOs instead of five, an exemption from some of the Dodd-Frank exempt comp disclosure requirements, like pay ratio, pay versus performance, and the like.

 Sam Gandhi:

It’s clear that the rules are attempting to reduce the regulatory burden and the cost of compliance, but companies, especially those that are public companies, have been doing this for many, many years. In your conversations with clients, do you think that they’re going to be very receptive to basically changing their disclosure so substantially?

 Sonia Gupta Barros:

Many public companies will still provide some of these disclosures or disclosure beyond the rules, or proposed rules, if adopted as required, because that’s what their stakeholders and investors want and expect, or maybe that’s just part of their messaging to the public markets about who their company is and their strategy and business purpose, but what these accommodations will provide is the flexibility whether to provide the disclosures or not. So, for those companies, smaller or newer public reporting companies, they’ll at least not have the option to not provide these additional disclosures if that’s in their benefit.

 Carlton Fleming:

You know, Sam, I think we’ve seen some of this with the way companies have been bouncing in and out of different filer statuses under the current regime, particularly smaller reporting companies, where we do have a lot of companies that, either due to float or revenue, are bouncing between having to include more enhanced executive compensation disclosures or not, and in a lot of those cases, those companies, aspirationally, continue to include it, because that is what investors have expected, but again, that’s under a regime with someone switching filer status from year to year.

 I think with this simplification and a move to two filer statuses and a two-year look-back to achieve large accelerated filer status at a 2-billion-dollar threshold, I think you’re going to see less concern that companies are going to be bouncing back and forth and moving between three NEOs one year and five the next and three the next year. So, I think you really will see more companies moving towards these accommodations and really sticking with it, with that higher threshold, that longer phase-in period.

 Sam Gandhi:

Just to follow up on that, what exactly does this proposal do in terms of filer status? I mean, how exactly does this work?

 Carlton Fleming:

The current framework has five overlapping filer statuses. There’s a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, and emerging growth company. These are pretty complex thresholds. They have separate entry and exit triggers, simultaneous status overlap. You can be, you know, a non-accelerated filer and a smaller reporting company or not. You can be an EGC or not.

 The proposed framework is binary. You’re a large accelerated filer or a non-accelerated filer. The accelerated filer and smaller reporting company categories are eliminated. Emerging growth company is retained because that’s a statutory definition under the JOBS Act, but it becomes largely redundant for non-accelerated filers. There’s also a new sub-category of non-accelerated filers, which are small non-accelerated filers. They get all the benefits of a non-accelerated filer, but with 35 million dollars or less in total assets.

 They get additional benefits of an additional 30 days for their 10-K filing deadline and an additional five-day deadline for their 10-Q filings. So, in terms of mechanics and how the large accelerated filer threshold works, so, it’d be a new public float methodology. It would be a 10-day trading average of the closing price of the stock at the end of the second fiscal quarter for the preceding year. It replaces that one single-day snapshot under the current rule. It also has a two-year lookback in both directions.

So, a compny would need to be above or below that 2-billion-dollar threshold for two consecutive fiscal years before the status change would take effect. This proposal also eliminates the separate entry and exit thresholds that are under the current regime. There’s also a 60-month Exchange Act reporting seasoning requirement for large accelerated filer status. This is an increase from 12 months under the current regime. What this means is that no company would qualify as an LAF until at least five years after its IPO, regardless of size. This, effectively, creates a minimum five-year post-IPO on-ramp.

 Now, as you compare the non-accelerated filer to the emerging growth company framework, the NAF gives you that full five-year on-ramp, whereas an EGC gave you up to five years, but you could lose it very quickly after an IPO, if you had high revenue, if you became a large accelerated filer, things like that. So, as you compare this to the current EGC framework, you do have an accommodation for up to five years, but there are ways to lose it more quickly based on revenue or achieving the current large accelerated filer status.

 What this meant was that, for IPO companies, you aren’t guaranteed this five-year on-ramp. It could be as short as a little over a year. The new framework gives you a solid five-year on-ramp before you become an LAF. In terms of non-accelerated filer relief, some of the key aspects are you’re exempt from the Section 404b of SOX, auditor attestation. You’re able to use scaled financial statements, which include two instead of three years of audited financial data.

 You could take advantage of scaled executive compensation disclosure, such as omitting CDNA, omitting pay versus performance, pay ratio, certain of the compensation tables, and including three instead of five named executive officers. It also allows you to use a two-year summary compensation table instead of three. There’s also relief for the say-on-pay and say-on-frequency votes. There’s an ability to defer adoption of new or revised accounting standards for up to five years and some additional time in terms of filing deadlines for 10-Ks and 10-Qs.

 Sam Gandhi:

So, clearly, these changes are pretty substantial, and they’re going to change a lot of disclosure that existing companies do, and it’s going to affect a lot of public companies and a significant amount of the public float that’s out there. Is this a good thing for investors?

 Sonia Gupta Barros:

I think you can look at that two different ways. So, on the one hand, you could say that maybe this is not as good for investors, because there’ll be less information about public companies in the marketplace, less financial statement information. Perhaps you could say that without the auditor attestation of internal controls over financial reporting, those controls are not strong enough, but there’s a flip side to this, right? When we look at the number of public companies that have decreased over the last couple decades, investors, perhaps, have been harmed by having less opportunities for their money to invest in, and these proposed changes could really have an impact on the number of companies we see enter the public markets. So, there’s two different ways to look at it. Yes, there might be less disclosure, but maybe there’ll also be more opportunities for investors.

 Carlton Fleming:

Yeah, I think the Registered Offering reform, in particular, combined with the filer status changes really changes the calculus for the first 12 months and then the next four years of being a public company. It really enhances companies’ abilities to access the public markets in a way that’s locked out under the current regime, or limited with things like baby shelf limitations, 12-month seasoning requirements, to S-3 requirements.

 So, I think, under the current regime, you’ve seen a lot of companies remain private, continue to raise in private rounds, find liquidity, do things like tender offers, and this could be a real on-ramp to accessing a broader set of capital, and as a result, also allowing more retail investors access to these companies that have, under the current regime, remained private. I also think it’s going to be really industry dependent and specific.

 If you look at life sciences, for instance, you know, these companies are really event driven, especially pre-commercial, pre-revenue companies. Their stock is moving on clinical data, regulatory developments, partnerships, licensing, transactions, things like that. They’re not driven as much by quarterly financial results, and you see this in the way that a lot of these life sciences companies operate. They’re often doing financings shortly after quarter end, and from a disclosure standpoint, sort of a flash-cash number is sufficient to sell those shares.

 So, you’re telling the market it’s sort of a cash burn question. You’re also going to continue to have protections, like Form 8-K requirements, 10b-5, Reg FD. So, I think, for some industries, this won’t really lessen the amount of information getting to investors that’s helping with their investment decisions, but I think it’ll allow those investments in these companies to go towards development as opposed to administrative burden.

 Sam Gandhi:

And what’s your view in terms of the proposal of semiannual reporting? Do you think that that’s something that investors are going to be okay with, and do you expect that to have widespread adoption?

 Carlton Fleming:

We have a dataset now with foreign private issuers, where these companies, often, are only required to do semiannual reporting, and you do see a spectrum of companies. Some do a full-blown 6-K quarterly report on the off cycles, and some companies just do a short business update. Some companies do a larger financial update. So, it really depends on the status of the company and what investors are valuing and what analysts are expecting.

 Sam Gandhi:

And so, as we wrap up the podcast, I’m going to ask both of you, what are you telling your clients to do? We’re expecting the proposed rules to be adopted in the next few months, and we’re expecting them to actually be adopted. So, what should a company be doing now to prepare?

 Sonia Gupta Barros:

Companies should be looking at the proposals, thinking about how it impacts their status as a public company. Even private companies that are thinking about exit strategies and maybe hadn’t thought about the public market, says an exit strategy due to compliance costs should look at these proposals, and think if they make that more palatable...and they should write into the SEC.

 The SEC really values input from market participants. We have already heard from a number of clients that are interested in writing in, in support of the proposals. In particular, those that’ll be in the category of the new non-accelerated filer and be exempt from the SOX 404b auditor attestation requirement. We’ve heard that companies really view that as a significant benefit, and they want to show their support for this proposal to the SEC.

 Carlton Fleming:

I think there are some key action items that clients should focus on. One is they should perform a filer status modeling under the proposed 10 trading day average methodology, particularly if they’re sort of on that 2-billion-dollar public float bubble. This is particularly important for those companies on that bubble, and fortunately, that two-year look-back gives these companies a lot of planning visibility.

 For companies that are going to shift from large accelerated or accelerated to the new non-accelerated filer status, model the resource and disclosure implications going forward, keeping in mind that we may lose the requirement to have the SOX 404b auditor attestation and additional executive compensation disclosures. Also think about S-3 eligibility as this expands and some of the restrictions are lifted.

 Companies currently subject to the baby shelf limitations can really start to reassess what does their capital-raising model and plan look like when they're no longer subject to those limitations? More companies can think about things like ATM programs, doing shelf takedowns, and timing of things like that. Companies should also take a look at commercial agreements and debt covenants, and make sure any references to filers status are flagged and updated as appropriate to avoid triggering any unintended consequences.

 And companies really should think about a comment. Sonia chaired the ABA Drafting Committee on the ABA’s comment letter on Regulation S-K, and we already saw many of these recommendations find their way into the proposed rules. So, the SEC is certainly listening, and so, whether that’s an industry comment letter, a comment letter from a particular company, I think the message from this SEC is that they want to hear from issuers and potential issuers.

 Sam Gandhi:

And let me end with this question, Sonia. Is the SEC done with securities offering reform, or do you expect more to come?

 Sonia Gupta Barros:

I expect there’s going to be more to come. They’ve already solicited comments on Reg S-K, as Carlton mentioned. Also, just recently, Chair Atkins kicked off a request for comments on modernizing the IPO process. What’s interesting with that request is that he stressed that all ideas are most welcome and that he just has one request. That we be bold and creative. So, I do think that we will see additional reforms and proposals from the SEC related to public companies in the public markets.

 Sam Gandhi:

We’ve been speaking with Sidley thought leaders Sonia Barros and Carlton Fleming about the SEC’s proposed overhaul, the regulatory framework governing public company reporting obligations, and how we’re advising clients on moving forward to adopt the rules. Sonia, Carlton, it’s been a great look at the landscape. Thanks for sharing your insights on the podcast.

 Sonia Gupta Barros:

Thank you, Sam.

 Carlton Fleming:

Sam, thanks for having us.

 Sam Gandhi:

You’ve been listening to The Sidley Podcast. I’m Sam Gandhi. Our executive producer is John Metaxas, and our managing editor is Karen Tucker. Listen to more episodes at sidley.com/sidleypodcast, and subscribe on Apple Podcasts or wherever you get your podcasts.

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