Recent developments at the SEC highlight the Commission's
focus on reducing disclosure burdens for companies and encouraging
public capital formation.
SEC Executive Compensation Roundtable
Executive compensation disclosure requirements were the primary
topic of the June 26, 2025 SEC roundtable, with particular focus on
the CEO pay ratio and pay-versus-performance disclosure rules and
perquisites. Several SEC Commissioners shared their perspectives on
the current executive compensation disclosure framework during the
event. Chairman Paul Atkins, who assumed office in April, compared
the existing framework to "Frankenstein's monster," a
patchwork of well-intentioned requirements that has evolved into
something far removed from its original purpose. Commissioners
Hester Peirce and Mark Uyeda noted the significant compliance
burden that the current rules impose on companies and questioned
whether this disclosure serves the Commission's mission of
investor protection. Continued evaluation is likely to result in
proposed rulemaking in this area, with elimination or streamlining
of existing executive compensation rules.
Review of SPAC Rules
Chairman Atkins has also announced that the Commission will review
the rules governing special purpose acquisition companies, or
SPACs. These rules were updated in January 2024 in an effort to
bring de-SPAC transactions into closer alignment with traditional
IPOs. At the time, Commissioners Peirce and Uyeda dissented from
the adoption of the amendments with Commissioner Uyeda describing
the new regulations as "crushingly burdensome," while
Commissioner Peirce remarked that the new rules would exacerbate
the issue of the "shrinking pool of public companies."
This renewed review of recently adopted rules reflects the shift in
focus at the Commission to reducing barriers to investment and
encouraging companies to go public.
The Commission has encouraged interested parties to submit comments
on these matters as it considers potential rulemaking. We will
continue to monitor these developments and provide updates on any
proposed rulemaking.
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