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Last month, Commissioner Peirce offered a preview of coming attractions that we might see from the SEC over the next few years. Her remarks focused more on general policy approaches than on specific regulatory initiatives. In contrast, Acting SEC Chair Mark Uyeda got down to “brass tacks” yesterday in a speech delivered at the Florida Bar’s Annual Federal Securities Institute. Commissioner Uyeda discussed potential regulatory changes affecting both private and public companies. Here are some of the highlights from his remarks:

– Enhance Retail Investors’ Ability to Invest in Exempt Offerings. Commissioner Uyeda said that he has directed the Staff to explore ways to “explore regulatory changes that enable greater retail investor participation in the private markets, whether through modifications to the accredited investor definition or otherwise, while continuing to ensure that those investors are protected against fraud and bad actors.” In addition to discussing the need to review the accredited investor definition, Commissioner Uyeda also signaled that efforts to simplify some of the regulations governing exempt offerings may also be on the table.

– Revise EGC Definition & Duration to Increase IPO Attractiveness. Commissioner Uyeda praised the JOBS Act’s creation of an on-ramp to compliance with Exchange Act reporting requirements for emerging growth companies. However, he observed that in recent years, the SEC has not provided any relief for EGCs in several new rules, including cybersecurity disclosure, the Rule 10b5-1 amendments, and the clawback rules, and has provided only limited relief to EGCs for its climate disclosure rules. Accordingly, he said that he has directed the Staff to “review the EGC definition and recommend potential changes, including how a company qualifies and the duration for which it retains the status. As part of its review, I have also requested the Commission staff to consider how EGCs could benefit from having an on-ramp to comply with certain existing disclosure obligations.”

– Review & Update Filer Status Thresholds. Commissioner Uyeda observed that the SEC’s rules on filer categories are needlessly complex and do not provide sufficient scaled disclosure benefits. As an example, he notes that a company with a $250 million public float is subject to the same disclosure requirements as a company with a $250 billion public float. That’s because the SEC hasn’t changed its “accelerated filer” and “large accelerated filer” thresholds since they were established in 2005. To make matters worse, because the smaller reporting company definition has been updated, there’s a lot of overlap, which in turn has resulted in increased complexity and compliance costs. Commissioner Uyeda says that the SEC “should be considering whether to re-align the Commission’s filer categories to reflect the size and makeup of public companies today. Following any potential re-alignment, the Commission should also review its disclosure requirements and identify rules that should apply only to the largest companies.”

It’s important to keep in mind that Commissioner Uyeda is serving as Acting Chair, so the final say on the SEC’s priorities for the upcoming year will rest with Paul Atkins after he’s confirmed. Still, as we’ve previously said, both Commissioner Uyeda and Commissioner Peirce worked closely with Atkins during his prior tenure at the SEC, so I’d wager this is a pretty good preview of the SEC’s regulatory priorities when it comes to promoting capital formation.

– John Jenkins