At the October 27, 2026 meeting of the Securities and Exchange Commission’s (the “SEC”) Small Business Capital Formation Advisory Committee (the “SBCFA”), Chair Paul S. Atkins and Commissioner Mark T. Uyeda discussed the SEC’s initial public offering (“IPO”) modernization initiative, specifically, easing the gun-jumping prohibitions, as well as re-evaluating Regulation Crowdfunding (“Reg CF”).
Turning to the SBCFA’s agenda, Chair Atkins began by highlighting the SBCFA’s recommendations from its July meeting on three SEC proposals: optional semiannual reporting, simplification of filer status, and registered offering reform. He noted these reforms aim to encourage companies to go public and stay public, and that he was now turning to another component of the IPO modernization initiative: removing unnecessary barriers during the IPO process.
In line with this, Chair Atkins discussed the gun-jumping prohibitions, describing these as “among the most restrictive regulations… contained in the Securities Act.” Noting that the SEC has not revisited its communications rules since 2005, Chair Atkins stated that the SEC will (i) re-evaluate limits on the content of communications and on the persons to whom communications may be made, (ii) consider providing brighter lines as to when communications constitute “offers,” and (iii) consider cure provisions for issuers that violate the communications rules. As discussed in a prior blog post, Chair Atkins raised similar concerns in his speech at Stanford, at which he solicited public comment on modernizing the IPO process. In response to that request for comment, the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association addressed a number of aspects related to the IPO process, including the need to modernize the framework for offering related communications in Annex A of its August 4, 2026, comment letter (the “ABA Comment Letter”). The ABA Comment Letter emphasized that, given the passage of time and technological changes, the SEC should reconsider the communications safe harbors, particularly those related to gun-jumping.
The ABA Comment Letter also noted that the SEC should reconsider the research safe harbors. These concerns align with Commissioner Uyeda’s comments on the tension between the strict rules governing company communications with investors before and during an IPO and the lack of research coverage after the IPO. He called for encouraging thoughtful, high-quality research coverage of smaller companies.
Chair Atkins and Commissioner Uyeda also discussed Reg CF, which the SEC adopted in 2015 to provide an avenue for startups and small businesses to raise modest amounts of capital from the “crowd.” Chair Atkins noted that, over the past decade, there have been more than 9,800 Reg CF offerings, raising an average of $364,000 per offering. He stated that he has directed the SEC staff to consider which components of Reg CF can be amended to reduce compliance burdens and to make Reg CF a more attractive route for issuers and investors. Commissioner Uyeda added that, rather than focusing on raising the Reg CF offering limit, the SBCFA should consider the costly requirements associated with Reg CF and post-offering issues, such as limits on resale.
Both Chair Atkins and Commissioner Uyeda expressed interest in hearing the SBCFA’s views on these topics. Read Chair Atkins’s speech, Commissioner Uyeda’s speech, and the ABA Comment Letter.
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