The story so far
edited Oct 24 · 2 paragraphs changedWhat is happening
Retail investors face new transparency standards for private market assets and crypto holdings as the Securities and Exchange Commission (SEC) updates its regulatory docket 13. The SEC is currently managing rules for adviser and regulated fund custody that specifically address crypto assets 1. The Investor Advisory Committee met Sept. 10, 2026, to evaluate how artificial intelligence impacts public markets and to review Regulation National Market System rules 2.
The SEC proposed on May 8, 2026, to allow public companies to elect semiannual interim reporting instead of the current quarterly framework 8. A second proposal on May 19, 2026, introduced amendments to modernize the registered offering framework and allow more companies to conduct shelf offerings regardless of public float 10. These initiatives aim to increase the number of initial public offerings by raising the "large accelerated filer" threshold from $700 million to $2 billion 10.
added Oct 24
The SEC issued two new rule proposals in May 2026 regarding reporting frequency and offering frameworks [8][10].
What to watch
The publication of the final rule in the Federal Register would establish the formal regulatory requirements for fund custody. A signature from the SEC Chair would then set the effective date for implementation. The resolution of any court challenges through a published opinion would determine the legal standing of the new investor protections. The passing of the compliance deadline and a subsequent SEC status report would confirm the implementation of the rules across the industry.
A ruling in the case of Kapszukiewicz v. SEC in a Texas federal district court would determine the legal standing of the wealth-based "accredited investor" definition 9. The lifting of a current judicial stay would require large accelerated filers to include climate-related disclosures in their fiscal year 2025 annual reports 1118.
added Oct 24
New litigation in Texas challenges the accredited investor definition [9] and climate disclosure rules face a judicial stay [11][18].
Read the full brief · how we got here
How we got here
The Investor Advisory Committee recommended in September 2025 that retail access to private market assets be restricted primarily to registered funds 3. Those recommendations called for a refined definition of "accredited investor" and mandatory basic disclosures for exempt offerings to improve transparency 3. The committee also proposed that registered funds provide enhanced disclosures regarding the valuation and liquidity risks of private assets 3. The SEC previously set a Feb. 23, 2026, deadline for new members to join the committee, which is legally mandated to advise the Commission on regulatory priorities 6.
References · 9
- 1federalregister.gov — Adviser and Regulated Fund Custody Rules; Crypto Custody Rules
- 2newsfilecorp.com — SEC Investor Advisory Committee to Host Sept. 10 Meeting
- 3privatemarketsnavigator.com — SEC Advisory Committee Recommendations - Sept/2025
- 6sec.gov — Investor Advisory Committee - SEC.gov
- 8dart.deloitte.com — SEC Proposes Optional Semiannual Reporting for Public Companies in Lieu of Quarterly Reporting (May 8, 2026)
- 9businesslawreview.uchicago.edu — Litigating Access to Private Markets | The University of Chicago Business Law Review
- 10sec.gov — SEC.gov | SEC Proposes Transformative Reforms to Help Public Companies Conduct Registered Offerings and Simplify Reporting Requirements
- 11whitecase.com — SEC Adopts Climate Change Disclosure Rules; Court Imposes Temporary Stay | White & Case LLP
- 18eelp.law.harvard.edu — Eighth Circuit Says SEC Must Defend or Revise Climate Risk Disclosure Rule – Environmental and Energy Law Program
What would close this
0 of 4 metTimeline
3newest firstSEC proposes optional semiannual reporting and reforms to simplify public company disclosure obligations
The Securities and Exchange Commission (SEC) issued two rule proposals in May 2026 aimed at reducing regulatory burdens for public companies while maintaining investor protections 24. These initiatives are intended to incentivize companies to enter and remain in public markets by calibrating disclosure requirements to a firm's size and maturity 4.
- The SEC proposed allowing public companies to elect semiannual interim reporting as an alternative to the current quarterly reporting framework 24.
- A second proposal introduced amendments to rules and forms governing registered offerings to increase efficiency and cost savings for issuers 4.
- The Commission stated these reforms, alongside other forthcoming proposals, serve as the foundation for an agenda to increase the number of initial public offerings (IPOs) 4.
Full analysiswritten from the full pages behind this update
SEC Advances IPO Reform Agenda Amid Private Market Legal Challenges
What happened
The Securities and Exchange Commission (SEC) issued two rule proposals in May 2026 to restructure public company reporting and registered offerings 24. On May 8, 2026, the Commission proposed allowing public companies to elect semiannual interim reporting as an alternative to the current quarterly framework 2. On May 19, 2026, the SEC introduced a second proposal to modernize the registered offering framework, which would allow a greater number of companies to conduct shelf offerings regardless of their public float 4.
These initiatives follow a 2025 lawsuit, Kapszukiewicz v. SEC, filed in a Texas federal district court 3. The plaintiffs in that case challenged the "accredited investor" definition, specifically its wealth-based qualifications for accessing private offerings 3. While the SEC maintains that these limits identify investors capable of sustaining risk without the protections of the registration process, the litigation questions the administrative and constitutional basis of the rule 3.
Why it matters
The proposed reforms aim to reverse a long-term decrease in the number of public companies by calibrating disclosure obligations to a firm's size and maturity 4. SEC Chairman Paul S. Atkins stated these rules serve as the foundation for an agenda to "Make IPOs Great Again" 4. Under the proposal, the threshold for a company to be classified as a "large accelerated filer" would rise from $700 million to $2 billion 4. This change, combined with a provision that prevents companies from reaching this status for at least 60 months after an IPO, would provide a five-year "on-ramp" with scaled disclosure accommodations for approximately 81 percent of current public companies 4.
The shift toward private capital-raising has resulted in companies raising more money in private markets than in public ones 3. However, the Kapszukiewicz litigation introduces a "wild card" into the regulatory landscape by challenging threshold issues of jurisdiction and timing that were previously considered settled 3. If the court opens these questions, it could have broad effects on how all SEC rulemaking is challenged under the Administrative Procedure Act 3.
What's next
The SEC is seeking public comments on the May 2026 proposals to evaluate the workability and practical implications of the new reporting and offering frameworks 14. A final rule publication in the Federal Register would be required to formalize the optional semiannual reporting and the $2 billion large accelerated filer threshold 24.
In the private markets, the resolution of the Kapszukiewicz case in the Texas federal district court will determine if the current wealth-based "accredited investor" definition remains the legal gatekeeper for private offerings 3. Additionally, the SEC has indicated that further rule proposals are forthcoming to complement the current IPO-focused agenda 4. For existing regulations, large accelerated filers face a 2026 deadline to include climate-related disclosures in their fiscal year 2025 annual reports, provided the current judicial stay on those specific rules is lifted 5.
When we started following: SEC advances proposals to expand accredited investor status and performance fee eligibility
The Securities and Exchange Commission voted 3-0 on September 30, 2026, to propose amendments to Rule 205-3 under the Investment Advisers Act of 1940 6. The proposal would allow advisers to registered investment companies to charge performance fees on capital gains and permit business development company advisers to charge fees on unrealized gains, capped at 20 percent 6. The amendments would also expand the "qualified client" definition to include all "accredited investors" 6.
Related notices published on October 21, 2026, request public comment on whether to recognize the Chartered Financial Analyst (CFA) designation as a qualification for accredited investor status 5. The SEC is also considering the Certified Public Accountant (CPA), Certified Financial Planner (CFP), and various FINRA licenses as qualifying credentials to expand the pool of investors eligible for exempt offerings 6. On October 23, 2026, the SEC published a list of existing rules for review under the Regulatory Flexibility Act 1 and requested comment on extending information collection requirements for Rule 15c2-7 2.
When we started following: SEC Investor Advisory Committee reviews AI market impact and National Market System rules
The Securities and Exchange Commission’s Investor Advisory Committee met Sept. 10, 2026, to discuss the impact of artificial intelligence on public markets 2. The public session at SEC headquarters also addressed Regulation National Market System rules 2. This follows a Feb. 23, 2026, deadline for applications to join the committee, which is tasked by statute to advise the Commission on regulatory priorities and investor protection 6.
Earlier recommendations from the committee in September 2025 advocated for retail access to private market assets primarily through registered funds 3. That proposal included calls for refined "accredited investor" definitions and mandatory basic disclosures for exempt offerings to increase transparency 3. The committee also previously recommended that registered funds provide enhanced disclosures regarding private asset valuations and liquidity risks 3. The Commission is currently managing a rulemaking docket that includes custody rules for advisers and regulated funds, specifically addressing crypto assets 1.