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Yesterday marked the first 100 days of the second Trump Administration, and I am going to jump on the bandwagon here and reflect back on the SEC’s actions during those first 100 days. The first 100 days of a presidency became a benchmark during the first term of Franklin D. Roosevelt, when he promised swift action during the first 100 days of his administration amidst the Great Depression.

There is no doubt that the SEC hit the ground running under the leadership of Acting Chairman Mark Uyeda, as the Commission and Staff addressed a number of areas relevant to our practice. In the areas of capital formation and capital access, the actions included:

– Corp Fin issued updated guidance that enhances the accommodations available to companies for nonpublic review of draft registration statements.

– The Staff updated its Securities Act Forms CDIs to allow all Form S-3 eligible issuers to have their Form S-3 registration statements become effective between the date of the Form 10-K filing and the filing of the proxy statement containing forward-incorporated Part III disclosure (previously, this was something that only WKSIs were permitted to do).

– The Staff issued an interpretive letter indicating that an issuer may satisfy the verification requirements of Rule 506(c) by relying on minimum investment amounts of at least $200,000 for natural persons and at least $1,000,000 for legal entities and also updated the Securities Act Rules CDIs to address this interpretation.

In remarks during the course of the first 100 days, Acting Chairman Uyeda noted the following potential areas for regulatory action in the context of capital formation:

– Expanding the relief from disclosure requirements provided to emerging growth companies under the JOBS Act;

– Revisiting the qualification thresholds for emerging growth company status and the duration of emerging growh company status;

– Reviewing the “accelerated filer” and “large accelerated filer” thresholds;

– Reviewing disclosure requirements to identify those that should apply only to the largest companies;

– Allowing unlisted companies with a public float of less than $75 million to use shelf registration statements for primary offerings;

– Exploring regulatory changes that enable greater retail investor participation in the private markets, whether through modifications to the accredited investor definition or otherwise; and

– Simplify some of the regulations governing exempt offerings.

The Staff also revisited interpretations relevant to shareholder engagement, including:

– The Staff issued Staff Legal Bulletin 14M, which clarifies the Staff’s views on the scope of the “economic relevance” and “ordinary business” bases for excluding shareholder proposals under Exchange Act Rule 14a-8.

– The Staff updated CDIs regarding beneficial ownership reporting to expand the nature and scope of activities viewed as “influencing control of the issuer” to include exerting pressure to adopt governance measures, particularly tied to ESG or political policy matters.

– The Staff updated CDIs addressing the interpretation of the rules relating to Notices of Exempt Solicitation, which have been used by shareholders to express their views on shareholder proposals.

In the realm of public disclosure, the SEC voted to end its defense of the climate disclosure requirements that the SEC adopted in March 2024. The Staff has updated CDIs regarding clawback disclosures, Rule 10b5-1 and tender offers. Public companies have dramatically altered the disclosure that they provide in annual reports and proxy statements regarding diversity, equity and inclusion based on Executive Orders targeting such practices that were issued by the Trump Administration. Public companies have also had to address the impact of tariffs on their business, the financial markets and the economy.

With respect to crypto, a variety of actions have been taken:

– Commissioner Peirce is leading the SEC Crypto Task Force with mission of providing regulatory clarity for crypto assets.

– The SEC has solicited feedback held several roundtables on crypto regulatory issues.

– SAB 121 was rescinded by SAB 122.

– The Staff has issued statements on meme coins, proof-of-work mining and stablecoins.

– The Staff issued a statement on offerings and registrations in the crypto asset market

– The SEC Enforcement Crypto Unit was disbanded and replaced by Cyber and Emerging Technologies Unit.

– Litigation has been dropped or stayed in various crypto-related cases.

On the SEC operations side of things, a significant portion of the SEC Staff has left or is in the process of leaving as a result of the DOGE “fork in the road” offer and the SEC’s early retirement program. Anecdotally, it appears that these staffing cuts have been disproportionately comprised of senior Staff members with significant experience and institutional knowledge.

It is wild to think that all of this activity occurred before Chairman Paul Atkins was sworn in last week. Now that the SEC has a Chairman in place, I think that we can only expect this pace of change to continue.

For more coverage of the first 100 days of the Trump Administration, check out Goodwin’s New Directions Audio Series.

– Dave Lynn