Evaluación de la agenda de la SEC “Hagamos que las ofertas públicas de acciones sean aún mejores”: Un cambio estructural en los mercados de capitales de EE. UU.

The core problem is a structural one. Since the mid-1990s, the number of public companies in the United States has declined by roughly 40%. That is not a minor fluctuation; it is a cautionary tale of regulatory creep that has narrowed the path to public ownership. Chair Paul Atkins attributes this trend directly to burdensome, one-size-fits-all disclosure requirements that have become a primary deterrent for companies, especially smaller and newer ones. The current system demands that a firm with a $250 million market capitalization file the same public disclosures as a company 100 times its size, creating a compliance cost and administrative friction that often outweighs the benefits.

This sets up the central investment question: whether the SEC's new agenda, anchored in a Spring 2026 timeline for rulemaking proposals, represents a genuine structural shift to reverse this trend. Atkins frames his mission as a rationalizing of disclosure practices through two core principles: first, anchoring all requirements in financial materiality as defined by the Supreme Court, and second, scaling them to a company's size and maturity. The goal is to move from a regime of voluminous, often intimidating paperwork to one that provides the minimum effective dose of regulation needed to deliver information that is truly important to investors.

This is part of a broader '250th anniversary' agenda to revitalize capital markets for the next century. The proposed reforms are not incremental tweaks but a fundamental recalibration aimed at making the public markets more competitive and attractive for the next generation of innovators. The bottom line is that the SEC is attempting to address a decades-long decline by tackling its root cause: an outdated regulatory framework that imposes disproportionate costs on smaller firms. The success of this agenda will determine whether the U.S. capital markets can reclaim their role as the global epicenter for growth and innovation.

The Reform Agenda: Key Pillars, Timeline, and Broader Regulatory Context

Chair Paul Atkins has laid out a clear, two-pronged strategy for disclosure reform. The first pillar is a fundamental shift to root all disclosure requirements in the concept of financial materiality, as defined by the Supreme Court. The second is scaling these requirements to a company's size and maturity. This dual approach aims to cut through regulatory clutter and ensure that only information with a tangible impact on investment decisions is mandated. The goal is to move from a regime of voluminous, often intimidating paperwork to one that provides the minimum effective dose of regulation needed to deliver clarity.

The SEC's prioritization is evident in its timeline. The agency is actively considering a potential shift from mandatory quarterly financial reporting to semi-annual reporting, a move that has been petitioned by a securities exchange. This Spring 2026 timeline for proposing specific rule changes signals that this is not a distant theoretical discussion but a near-term regulatory priority. The rationale is straightforward: the current quarterly cycle, which some critics argue exacerbates short-termism, imposes a significant administrative and cost burden on companies, particularly smaller ones. The European Union, United Kingdom, and Japan have operated with semiannual requirements for years, demonstrating a viable alternative model.

This disclosure overhaul is part of a broader deregulatory agenda. Concurrently, the SEC is advancing procedural reforms to its enforcement program, notably enhancing Wells process protections with extended submission timelines. This is designed to improve fairness and transparency for those facing potential actions. More broadly, the agency's new rulemaking agenda, released in Spring 2025, marks a significant reset. It features numerous planned crypto-related rulemakings to clarify the regulatory framework and a suite of proposals aimed at reducing compliance burdens and facilitating capital formation. This includes amending existing rules to simplify pathways for raising capital and improving access to private businesses.

The bottom line is that the SEC is pursuing a coordinated, multi-front effort to make public markets more attractive. By targeting the core disclosure burden, rethinking the reporting cadence, and streamlining enforcement, the agency is attempting to create a more efficient and less intimidating environment for companies considering an IPO. This structural shift is the centerpiece of the "Make IPOs Great Again" agenda, aiming to reverse the decades-long decline in the number of public firms.

Investment Implications: Scenarios for Capital Formation, Valuation, and Market Structure

The SEC's reform agenda sets up a classic trade-off for capital markets: reducing regulatory friction to lower the cost of going public, but potentially increasing information asymmetry and altering market dynamics. The positive scenario is clear. By scaling disclosure and potentially moving to semi-annual reporting, the reforms could significantly lower the compliance burden and administrative friction that deters smaller firms. This structural easing aligns with the market's recent momentum, where U.S. IPOs saw a 38 percent quarterly surge earlier this year, driven by strong investor interest and a healthier pipeline. If the SEC's changes lower the effective cost of capital formation, this could provide a sustained tailwind for deal flow, particularly for venture-backed and private equity-backed companies that have shown a more than 60 percent rise in VC deal count in recent quarters.

Yet the counter-argument is equally compelling. Reducing mandatory disclosure, especially the frequency of financial reporting, inherently increases information asymmetry. For smaller firms, which often lack the brand recognition and analyst coverage of larger peers, this could raise their cost of capital. Investors may demand a higher risk premium to compensate for the reduced visibility into company performance between reporting periods. This dynamic could complicate valuation, as the traditional quarterly earnings cadence provides a critical, predictable data point for models. The shift to semi-annual reporting, while reducing quarterly earnings pressure, may also dampen market liquidity and trading volume. With fewer scheduled data events, the market could see a reduction in near-term catalysts, potentially leading to a more sluggish trading environment.

The bottom line is that the reforms are a double-edged sword. On one side, they aim to make the public markets more competitive and accessible, which could boost capital formation and support innovation. On the other, they risk undermining the transparency that is foundational to efficient pricing and investor confidence. The ultimate impact will depend on the specific design of the new rules and how markets adapt. If the reforms are implemented with sufficient guardrails to maintain core investor protections, they could catalyze a new era of IPO activity. If they are perceived as a net reduction in accountability, they may achieve the opposite effect, chilling investor appetite for smaller, less visible companies. The setup is one of structural tension, where the potential gains in market access are balanced against the risks to market quality.

Catalysts, Risks, and What to Watch

The near-term catalyst for this structural shift is clear. Chair Paul Atkins has set a firm Spring 2026 timeline for proposing specific rule changes, starting with the foundational framework for scaling disclosure based on materiality and company size. This is the first concrete milestone, moving the agenda from strategic vision to regulatory drafting. The agency's prioritization is evident, with a potential move to semi-annual reporting and plans for shareholder proposal modernization by April as immediate follow-ups. These are the first steps in a multi-year process that will test the market's appetite for change.

The most significant risk is regulatory fragmentation. The SEC's approach-scaling disclosure and potentially moving to semi-annual reporting-diverges from the established norms of key global peers like the European Union, United Kingdom, and Japan, which have long operated with semiannual requirements. For multinational firms, this creates a complex compliance landscape where they must navigate different disclosure cadences and standards across jurisdictions. This divergence could increase the administrative burden and legal uncertainty for global companies, potentially dampening the very capital formation the reforms aim to boost. The risk is that U.S. markets become a regulatory outlier, complicating cross-border listings and capital raising.

The ultimate test of the reforms will be in the market data. Investors should monitor the actual impact on the IPO pipeline in the coming quarters. A key metric will be whether the 38 percent quarterly surge in IPOs seen earlier this year is sustained or merely a cyclical bounce. More telling will be deal pricing and returns. If the reforms successfully lower the cost of going public, we should see a broader range of companies, particularly from venture-backed and private equity sectors, enter the market. However, if the reduced disclosure increases perceived risk, we may see a divergence where only the largest, most established firms command favorable terms, while smaller listings face higher costs or are delayed. The setup is one of structural tension, where the potential gains in market access are balanced against the risks to market quality. The coming quarters will reveal whether the market adopts the new framework with enthusiasm or with skepticism.