MBMC Observation: Summary: U.S. listing rules set for major deregulation, SEC plans to support more small businesses in their IPOs
SEC Chair Paul Atkins noted that the current number of U.S. listed companies is only half of what it was 30 years ago, mainly due to the excessive compliance costs brought by existing listing rules, which impose disproportionate pressure on small businesses.
Lynn Martin, President of the New York Stock Exchange, echoed the view that the disclosure costs of public markets are at a historical high, coupled with the excessive influence of proxy advisors, making companies more cautious about going public and limiting the opportunities for ordinary Americans to invest in these companies.
Extend the transition period: Give companies at least two years to gradually comply with listing rules (originally one year), including phased information disclosure to investors and submission of relevant reports, to alleviate short-term compliance pressure.
Redefine "small businesses": The last major adjustment was made 20 years ago. This time, the definition will be re-evaluated to further reduce the regulatory burden on small companies.
"Depoliticize" shareholder meetings: Ask SEC staff to take measures to focus shareholder meetings on core topics such as director elections, and reduce interference from shareholder initiatives such as ESG. This move echoes the opposition of the Trump administration to such initiatives. During the Biden administration, such initiatives received excessive attention (for example, in 2021, ExxonMobil was forced by activist funds to remove some directors due to its climate risk strategy).
Restrict the influence of proxy advisors: The U.S. government is expected to issue an executive order to constrain mainstream proxy advisors such as Glass, Lewis & Co. and ISS from intervening in corporate boards and decision-making through shareholder voting recommendations.
Promote "litigation environment reform": Protect companies from "frivolous" securities litigation and reduce legal risks for companies after listing.
Strengthen corporate arbitration rights: Rules were adjusted in September this year to enable companies to better include shareholders in mandatory arbitration, rebalancing the power relationship between shareholders and the board of directors.
The SEC plans to issue an innovation exemption for digital asset companies in January 2026, exempting crypto companies from some securities requirements to help such enterprises raise funds while protecting investor rights and interests.
Implementation timeline: The SEC will roll out these proposals one after another in early 2026, with the innovation exemption for digital asset companies taking effect as early as January.
Core objectives: Increase the number of IPO projects through a series of reforms, revitalize the listed company cohort, enable companies in various industries and at various development stages to obtain listing and financing opportunities, and activate the U.S. capital market.
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