27. Financial Regulatory Agencies · Major · Needs Congress
Fundamentally reform the securities laws and create a scaled disclosure system
Printed page 829 27. Financial Regulatory Agencies
“The SEC and Congress should fundamentally reform the securities laws governing issuers, broker–dealers, exchanges, and other market participants. Among other things, they should establish a simplified and rationalized securities disclosure system with: … Three basic categories of firm: private firms, an intermediate category of smaller firms, and public firms; Reasonable, scaled disclosure requirements; and Specified secondary markets for the securities of these firms.”
What has happened
- Attempted
The SEC opened a scaled-disclosure rewrite in May 2026, by proposal rather than by rule. The central proposal would collapse Exchange Act filer statuses into two primary categories — large accelerated and non-accelerated — raise the threshold and seasoning requirements for large accelerated status, and extend the accommodations and scaled disclosures now reserved for smaller reporting companies and emerging growth companies to every non-accelerated filer. Alongside it the Commission proposed letting companies report semiannually on a new Form 10-S instead of quarterly (2026-05-07) and a registered-offering reform opening Form S-3 and shelf offerings to far more issuers while preempting state registration for all registered offerings (2026-05-26). None of the three is final; the Mandate's three-category structure and its "specified secondary markets" are not what is proposed; and Congress has not touched the Securities Act or the Exchange Act.
Research log
What was searched, and what didn’t count as evidence
Research notes
- The Quote asks the SEC and Congress to rewrite the securities laws around three categories of firm, scaled disclosure and specified secondary markets. Congress has done nothing of the kind. The 119th Congress’s securities bills are narrow: the Incentivizing New Ventures and Economic Strength Through Capital Formation Act (H.R. 3383, House-passed, received in the Senate 2025-12-15) lets closed-end funds invest more in private funds; the Promoting Opportunities for Non-Traditional Capital Formation Act (H.R. 3422, received in the Senate 2025-06-24) expands the SEC’s small-business advocate office; the Accredited Investor Definition Review Act (H.R. 3348) sits on the Union Calendar. None restructures the disclosure system.
- Two-versus-three categories: the SEC’s proposal simplifies filer status into two categories, and extends scaled disclosure to the lower one. That is the same direction as the Mandate’s “private firms / intermediate category / public firms” but not the same scheme, and it says nothing about secondary markets for the securities of private or intermediate firms.
- Related but separate proposals in the window: the “Small Business” and “Small Organization” definitions for investment companies and advisers (2026-01-12), the Concept Release on Foreign Private Issuer Eligibility (2025-06-09), and Regulation Crypto Assets (2026-08-21). Not cited here.
- Section 30003 of Public Law 119-21 eliminated the SEC’s Reserve Fund. That is a funding change, not a disclosure reform, and belongs to whichever Recommendation covers SEC funding.
- Action
- other
- Object
- the federal securities laws (Securities Act of 1933 and Securities Exchange Act of 1934)
- ID
- 2124