SEC Proposes Major Reforms to Public

Not long after publishing its semiannual reporting proposal, the U.S. Securities and Exchange Commission has issued two other major proposals, focused on reforming filer status and registered offerings, that would further transform the public company offering and reporting framework by: 

• a minimum five-year IPO on-ramp during which all new registrants, regardless of public float, are provided significant accommodations, including an exemption from the auditor attestation on internal controls over financial reporting requirement;
• reforming the filer status categories such that potentially 80% of public companies are deemed “non-accelerated filers”; and
• significantly expanding the category of issuers eligible to use Form S-3 and rely on certain well-known seasoned issuer benefits. Notably, the SEC has not proposed extending these changes to foreign private issuers (“FPIs”), as the SEC intends to focus on FPIs in separate rulemakings that will be based on the FPI eligibility concept release issued in 2025.