January 27, 2026

Reg S-K Modernization: Put On Your Thinking Caps

Corp Fin Director Jim Moloney also took to the stage at SRI yesterday. Another breath of fresh air! Of course, Jim had to be somewhat careful in what he could say, but he was candid and consistent with Commissioner Uyeda. Here are a few takeaways:

– Jim is working hard to refocus the Corp Fin Staff on activities that move the needle, such as clearing the shutdown-related registration statement backlog

– Corp Fin has worked through about half of the backlog, but new registration statements are also continuing to get into the queue. The Staff is focusing review resources on filings with substantive disclosures that matter to investors, and less on “basic” filings like universal shelf registration statements, etc.

– The Staff is aiming high with its Reg S-K review. Jim didn’t move from California to DC to move a few commas. When it comes to simplifying regulations, think more “Ozempic” and less “nip & tuck.”

– They posted job openings last week for a “strike force” of sorts – he’s looking for folks with real-world experience to participate in the Reg S-K review.

– Help the SEC help you. Don’t wait to react to a proposal, help jumpstart it. Submit comments in advance to inform the proposal, which you can do through this public form or by emailing rule-comments@sec.gov with “CLL-15” included in the subject line.

– The Staff is also receptive to suggestions for interpretive guidance. If you think there should be a CDI, draft it up in track changes and send it in.

– The SEC is open for business. It’s not “giving away the store,” they’ll be doing things thoughtfully. But there’s a drive to enhance investment options in public markets, by encouraging more companies to go and stay public.

Liz Dunshee

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