TheCorporateCounsel.net

A number of comment letter deadlines have recently passed – or are approaching – for the various SEC proposals that are currently outstanding and under consideration (and other non-proposal calls for comment). Here’s where things stand:

1. Draft strategic plan – Comments should be received on or before July 2, 2026. Comments to-date are here.

2. Semianual Reporting – Comments should be received on or before July 6, 2026. Comments to-date are here.

3. Enhancement of EGC Accommodations and Simplification of Filer Status – Comments should be received on or before July 20, 2026. Comments to-date are here.

4. Registered Offering Reform – Comments should be received on or before July 27, 2026. Comments to-date are here.

5. Modernizing the IPO process and alternative paths to public markets – Comments should be received on or before July 27, 2026. Comments to-date are here.

6. Rescinding climate disclosure rules – Comments should be received on or before August 3, 2026. Comments to-date are here.

7. Electronic delivery of information under the Federal securities laws – Comments should be received by September 21, 2026. Comments to-date are here.

8. 24-hour trading – Comments should be received by the date of the roundtable on September 17, 2026. Comments to-date are here.

The comment letter deadline just means that the Commission won’t act to issue a final rule before that date, it’s not a hard cutoff for submissions, and the Staff will consider all comments. At the same time, if you want the Staff to have enough time to thoroughly work through your suggestions and potentially implement them in the final proposal, you’d best be acting soon. I’ll also note here that – at least based on my understanding of and involvement from the outside with the rulemaking process – thoughtful comments tend to carry more weight than the volume of – hypothetically speaking – one-sentence letters.

Based purely on the number of comments received – too many for me to count, with 55,000 added on July 14th alone! – the semiannual reporting proposal appears to be the most controversial so far – or at least the one that is getting the most attention. I previously shared a comment letter tracker for this topic. To those of us who practice in the space, it’s been a bit of a head-scratcher to see this proposal in the spotlight out of all the things that are currently on the table, but maybe we were caught off-guard in part because we assumed that smaller, pre-revenue companies would be the most likely ones to take advantage of it. As John blogged, that assumption may not always hold true, because at least one mega-cap company has said it intends to move to semiannual reporting if the rule is finalized.

The semiannual reporting proposal is also likely easier for the public-at-large to understand and react to. It’s become such a hot topic that people are even making assertions (that sound dangerously close to conspiracy theories) about the email address that the release provided for the comment letter submission process. The SEC has now added this note to the comment page:

Questions have been raised about the operability of the email address listed in the Federal Register version of the semiannual proposing release, rule-comment@sec.gov. Both that email address and rule-comments@sec.gov are valid and operative means to submit comments, are receiving comments submitted regarding this rulemaking, and have been used in other rulemakings and comment solicitations. There is no need to resubmit comments if you used the email address listed in the proposing release.

Note: A large number of comments have been received for this proposing release, and we are working on posting them. We encourage the public to continue checking SEC.gov for submitted comments and note that submissions are not necessarily posted in the order of receipt.

Anyway, if you want to read comments on all the proposals, including the ones that may be more likely to move the needle, check out the links above. Here’s a 24-page letter from the Securities Industry and Financial Markets Association that addresses the “registered offering reform” and “filer status” proposals. Here’s one point from the letter that’s worth a read (see the letter for the detailed explanation of this recommendation):

The Commission should reconsider the proposed “ineligible issuer” disqualification for Form S-3 eligibility, in particular with respect to paragraphs (v) and (vi) of the Rule 405 definition, and permit ineligible issuers that are not BSP issuers to continue using Form S-3. We believe such a requirement would otherwise undermine the Commission’s capital formation objective and have significant adverse consequences for access to the public markets by disqualifying many issuers — including large, seasoned issuers that are currently eligible to use Form S-3—from continuing to use shelf registration. It would also impose a disproportionately severe penalty that is not necessary to achieving the Commission’s investor-protection objectives.

In my experience, it is challenging (for multiple reasons) to work with a group of people to put together a thoughtful comment letter on an SEC proposal. Right now, though, I think submitting a letter might be the easier part! I respect and have gratitude for all those on the Staff sorting through this large volume of comments and analyzing how they all fit together alongside other in-process rule changes.

– Liz Dunshee