“Today, the Securities and Exchange Commission is taking a significant step forward, within its statutory authority, to bring America’s capital markets into the digital age by facilitating onchain trading of certain tokenized stocks through the ‘Innovation Exemption,’” said SEC Chairman Paul S. Atkins in a statement. “The Innovation Exemption, while temporary, would allow TSVs to trade tokenized NMS stock in a permissioned environment today while the Commission considers the need for additional action to facilitate onchain trading. As we take this important first step, we invite public comment on all aspects of the Innovation Exemption to help inform the Commission as it considers further changes.”

“Today’s approval of exemptive relief for on-chain secondary trading on a TSV – known as the ‘Innovation Exemption’ – marks an important milestone for the Commission’s work to open our capital markets for tokenized securities,” said Jamie Selway, Director of the SEC Division of Trading and Markets. “The division stands ready to work with interested parties seeking to operate a TSV and field questions from investors and market participants.”

TSVs bring together buyers and sellers of tokenized NMS stock by: (1) providing one or more AMM Liquidity Pool(s) for permissioned participants to interact and agree to terms of a trade and (2) setting standards for persons to access trading on such AMM Liquidity Pool(s).

The exemption from the definition of “exchange” for TSVs is subject to conditions designed to ensure the exemptive relief is in the public interest and consistent with the protection of investors, including that:

• Tokenized NMS stocks traded on a TSV are subject to limits on the number of symbols and volume traded;
• A TSV must verify that the tokenized NMS stock made available for trading on the TSV provides holders the same rights and privileges as does traditional NMS stock of an equivalent class;
• Before making available for trading a tokenized NMS stock that is tokenized by an unaffiliated third party, the TSV must provide written notice and an opportunity to object to the issuer of the underlying NMS stock;
• Smart contracts used by a TSV must be auditable, public, and deployed on a public, permissionless distributed ledger;
• A TSV must stop trading in a tokenized NMS stock concurrently with any stoppage of trading in the underlying NMS stock on the primary listing exchange; and
• A TSV must provide public notice about its operations, trading activities, and the trading activities of its affiliates on the TSV.

In addition, the order also will temporarily grant a conditional exemption from the definition of “dealer” as defined in section 3(a)(5) of the Exchange Act to liquidity providers in an AMM Liquidity Pool used by a TSV that supply liquidity in the form of tokenized NMS stock using proprietary capital and may also be engaged in additional activities that are indicia of dealing activity, such as quoting pricing to customers or entering into agreements to provide committed capital.

The exemptions are set to expire five years after publication. The order solicits public comment about possible modifications to the exemptive relief and potential next steps. The order will be published on SEC.gov and in the Federal Register. The SEC looks forward to continued public engagement on the temporary exemptions.

The Commission outlined independent policy reasons for its proposed rescission of Rule 14a-8. Many of the justifications for adopting the rule either have not been substantiated in practice or are less compelling today, and the rule has had unintended consequences, including the implication of federal preemption that may have discouraged states from developing their own laws governing shareholder proposals. Rescinding Rule 14a-8 would leave determinations about the role of shareholder proposals to state law and company governing documents.

"Today, the Commission issued two proposing releases related to its proxy rules under the Securities Exchange Act of 1934. The proposals reflect two of my highest regulatory priorities. First, ensuring that the Commission does not improperly intrude into state corporate law when applying the federal securities laws. Second, updating the Commission’s rules to reflect developments in market practice and technology, and other innovations, since the rules’ adoption or last amendment," said SEC Chairman Paul S. Atkins in a statement. "Today’s proposals demonstrate my focus on ensuring that the Commission’s rules are within the agency’s statutory authority and reflect policy positions grounded in current and anticipated market practice and modern technologies. I look forward to receiving and reviewing the public’s feedback on both proposals."

The Commission also proposed amendments to Rule 14a-4(c) under the Exchange Act to provide companies with greater flexibility and shareholders with greater control regarding proposals for which a company may seek discretionary proxy voting authority.

The Commission separately proposed rule amendments to modernize the proxy solicitation process. Reflecting advancements in technology and current realities of shareholder communications, those amendments would:

• Eliminate the requirement that companies deliver an annual report to security holders.
• Eliminate the delivery deadline when documents are incorporated by reference into a proxy statement.
• Eliminate the requirement and the ability to submit Notices of Exempt Solicitation.
• Shorten the minimum broker search period from 20 business days to five business days.

The public comment periods will remain open for 60 days following the publication of the proposing releases in the Federal Register.

“This exemptive order – which provides commonsense relief without sacrificing investor protection – will reduce compliance costs and enable market participants to more efficiently allocate resources, including to support or enhance their operations and existing compliance obligations,” said SEC Chairman Paul S. Atkins. “This action furthers the Commission’s efforts to transform our rulebook by trimming immaterial requirements that burden the market without materially benefitting investors.”

The exemptive relief is expected to reduce potentially significant unnecessary compliance costs, which firms may ultimately pass on to investors through higher fees, without meaningful gains in transparency or data accessibility to investors.

The meeting was an opportunity to review recent joint work undertaken by the agencies, in particular the information sharing and communications arrangements to support financial stability in the event of a CCP resolution. Participants acknowledged the importance of continuing to facilitate a dialogue between UK and U.S. authorities and continuing to share analyses and discussing policy formulation in relation to CCP resolution.

Media Contacts:

Bank of England: Matthew Dove, matthew.dove@bankofengland.co.uk

Federal Deposit Insurance Corporation: Carroll Kim, carrkim@fdic.gov

Commodity Futures Trading Commission: Brooke Nethercott, bnethercott@cftc.gov

Securities and Exchange Commission: Ryan White, whitery@sec.gov

According to the SEC’s complaint, Boateng, acting through his two companies, solicited, recommended, and sold interests in an alleged investment fund, primarily targeting Christians of Ghanaian heritage in New York and New Jersey, many of whom had no prior investing experience. The complaint alleges that Boateng told investors that their investments would generate guaranteed fixed returns and that the investment fund would pursue a low-risk investment strategy. Rather than investing the money as promised, however, Boateng allegedly misappropriated more than $5.8 million for his personal expenses, including the purchase, renovation, and furnishing of his home. Boateng also allegedly used approximately $6.6 million to make Ponzi-like payments to earlier investors. The complaint further alleges that, to the limited extent Boateng did invest the money, he failed to do so in low-risk investments with fixed returns. Instead, according to the complaint, Boateng used investor money to engage in high-risk, speculative day trading, leading to more than $750,000 in trading losses.

“We allege that the defendants’ investors included retirees, taxi drivers, home health care providers, students, an ailing widow with young children, and at least two churches and one prayer group,” said Thomas P. Smith, Jr., Associate Director of the SEC’s New York Regional Office. “The defendants’ sales pitch to victims included assuring them that their investments were safe and without risk—telling many their money was protected by so-called ‘financial, investment insurance.’ That’s as big of a red flag as we see in these types of scams.”

The SEC’s complaint, filed in the U.S. District Court for the Eastern District of New York, charges Boateng, Intercontinental, and I Wealth with violating the antifraud provisions of the Securities Act of 1933 and Securities Exchange Act of 1934, and Boateng and Intercontinental with violating the antifraud provisions of the Investment Advisers Act of 1940. The complaint seeks permanent injunctive relief, disgorgement of ill-gotten gains with pre-judgment interest, and civil penalties against all of the defendants, as well as conduct-based injunctions against Boateng and Intercontinental.

The Commission has determined that the political contribution rule, since its adoption in 2010, has led to significant unintended consequences, such as prohibitions by some advisers on political contributions at the state and local level. Advisers have indicated that the rule is operationally challenging to implement, and creates a de facto strict liability standard, which can lead to situations where small donations or “foot faults” potentially trigger substantial prohibitions and fines. 

“After more than 15 years of experience administering the ‘pay-to-play’ rule, it is clear that it is overly prescriptive and has produced a host of unintended consequences. Beyond operational implementation challenges, it has imposed serious penalties for small, often impulsive donations to candidates in both parties, and routinely punishes and handicaps advisory firms for an employee making a donation even before joining the business. Furthermore, advisers’ implementation of the rule has effectively resulted in the suppression of political speech,” said SEC Chairman Paul S. Atkins in a statement. “Ultimately, matters involving political contributions are more properly governed by local ordinances, state laws, and federal election regulations—not by the SEC.”

Specifically, the proposal would rescind Advisers Act Rule 206(4)-5 and amend the Advisers Act recordkeeping rule to eliminate the corresponding provisions related to the political contribution rule. The public comment period will remain open for 60 days after the proposing release is published in the Federal Register.

The meeting will also be webcast on the SEC website and consist of two panels:

• AI Technologies and the Public Markets Information Ecosystem
• Regulation National Market System 

The full agenda is available on the committee’s webpage.

The Investor Advisory Committee, which focuses on investor-related interests, advises the Commission on regulatory priorities and various initiatives to help protect investors and promote the integrity of the U.S. securities markets. Established by statute, the Committee is authorized by Congress to submit findings and recommendations to the Commission.

Learn more on the Investor Advisory Committee webpage.

The roundtable will be held at the SEC’s headquarters at 100 F Street, N.E., Washington, D.C., from 10 a.m. to 4 p.m. ET.  The event will be open to the public and webcast live on the SEC’s website. Doors will open at 9 a.m. ET. 

For in-person attendance, please visit the registration page. Visitors will be subject to security checks.

For online attendance, registration is not necessary; a link to watch the event will be available on Sept. 17 at www.sec.gov, and a recording will be available at a later date on the SEC’s website.

More information, including how to submit comments, is available on the SEC’s Roundtable on Preparations for 24-Hour Trading event page. 
 

Agenda

According to the SEC’s complaint, from approximately December 2021 to November 2025, Hanf and Phan, also known as Nam Phan, misrepresented to investors in two of PPMG’s private funds that investor capital would be used to originate or purchase loans secured by real estate, and that investors could expect to receive preferred or fixed rates of return from the funds’ real estate lending activities. However, as alleged, Hanf and Phan regularly used new investor capital to make Ponzi-like payments to prior investors during this timeframe, and the returns that Hanf and Phan touted were sourced largely from new investor money rather than from any fund earnings connected with their real estate lending business. The SEC further alleges that Hanf misappropriated more than $7 million of investor funds for his own personal benefit.

“This alleged scheme began to unravel in the fall of 2025 as numerous investors demanded to withdraw their money and the defendants did not have sufficient funds to satisfy those requests,” said Jason Lee, Associate Director of the SEC’s San Francisco Regional Office. “Despite total outstanding investments in the two private funds of almost $121 million, by February 2026 the total recoverable assets of those funds were estimated to be less than $17 million. That amounts to devastating losses for so many investors.”

The SEC’s complaint, filed in the U.S. District Court for the Northern District of California, charges Hanf with violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and charges Phan with violating Sections 17(a)(1) and (3) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Without admitting the allegations in the SEC’s complaint, Hanf and Phan each consented to the entry of a judgment, subject to court approval, that would permanently enjoin them from violating the charged provisions of the federal securities laws and from directly or indirectly participating in the issuance, purchase, offer, or sale of any security, except for purchases or sales for their own personal accounts; and order that any disgorgement, prejudgment interest, and civil money penalties against Hanf as well as any civil penalties against Phan be determined by the Court at a later date upon motion by the Commission.

In a parallel action, the U.S. Attorney’s Office for the Northern District of California announced criminal charges against Hanf and Phan.

Transfer agents are a key component of the national clearance and settlement system. Transfer agents now perform a more diverse array of functions and services that may not be adequately addressed by the Commission’s transfer agent rules, which have not been substantively updated since the first rules were adopted in the late 1970s and early 1980s. The rule proposal would modernize the federal transfer agent rules, while continuing to facilitate the safe and efficient functioning of the U.S. securities markets and the national clearance and settlement system.

“This proposal would streamline and modernize the Commission’s rules to reflect transfer agents’ current processes and operations, including the use of electronic communications and blockchain technology in connection with securities offerings and the transfer of shares,” said SEC Chairman Paul S. Atkins.

“As technology changes and the competitive marketplace evolves, good government requires revisiting legacy rules and regulations,” said Jamie Selway, Director of the SEC’s Division of Trading and Markets. “This proposal is another important step in Chairman Atkins' efforts to advance our regulatory framework for the modern era." 

The proposed rule updates reflect the technological environment in which transfer agents operate, including the widespread use of electronic recordkeeping and communications, and the services they provide to issuers, investors, and other market intermediaries. The proposal would amend existing rules and forms, would rescind a rule, and would introduce new rules that apply to registered transfer agents and their activities. 

The proposing release is published on SEC.gov and will be published in the Federal Register. The public comment period will remain open for 60 days after the date of publication in the Federal Register. 

The MOU establishes a framework for the agencies to enhance cooperation in their regulatory and enforcement responsibilities in order to improve market oversight and compliance. Among other things, the MOU includes information-sharing protocols to facilitate the exchange of information between the SEC and FDA that is relevant to both agencies’ important missions.

“FDA-related disclosures by public companies have a significant impact on our markets,” said SEC Chairman Paul S. Atkins. “The FDA is a valuable partner in our efforts to administer and enforce applicable disclosure requirements under the federal securities laws, and I look forward to further strengthening our partnership through the MOU.” 

“We are proud to partner with the SEC to enhance transparency across the life sciences sector,” said Acting FDA Commissioner Kyle Diamantas J.D. “Streamlining our information-sharing helps protect both the patients who rely on FDA-regulated products and the public trust that drives healthcare innovation.”

The MOU will remain in effect for a period of three years, and it may be extended or modified by the mutual written consent of the agencies.

“For too long, gaps like this one—where the debt of several EU member states was covered but debt of the European Union itself was not—have created exactly the kind of inconsistency that breeds confusion rather than confidence in the markets,” said SEC Chairman Paul S. Atkins. “This proposal is harmonization in practice and builds on our efforts with the CFTC to preserve investor protection while closing regulatory gaps.”

The proposed amendments would place futures contracts on European Union debt obligations under the exclusive jurisdiction of the CFTC, consistent with the regulatory treatment already afforded to futures on the debt obligations of several EU member states currently listed under Rule 3a12-8. The offerings of the underlying debt obligations themselves would remain subject to the federal securities laws.

The Commission's proposed amendments would:

• Add the debt obligations of the European Union to the list of foreign government debt obligations designated as “exempted securities” under Rule 3a12-8, solely for the purposes of futures marketing and trading; and
• Leave unchanged the existing substantive requirements and provisions of Rule 3a12-8, including its application to the debt obligations of several EU member states and other foreign governments currently listed in the rule.

The proposing release is published on SEC.gov and will be published in the Federal Register. The comment period will remain open for 60 days after the date of publication in the Federal Register.

“Our complaints allege large-scale abuse of SEC adviser filings by persons, several of whom are likely located overseas, exploiting interest in emerging technologies,” said Laura D’Allaird, Chief of the SEC Enforcement Division's Cyber and Emerging Technologies Unit. “When we find bad actors using fraudulent SEC filings to feign legitimacy with retail investors, we will act decisively to disrupt these operations.”  

According to the complaints, the defendants made material misrepresentations and statements that could not be substantiated in Forms ADV filings, including listing places of business at addresses in Colorado where the defendants had no presence and providing phone numbers that are disconnected or belong to unrelated businesses. The SEC complaints also allege that the defendants disclosed an ownership structure and numerical data that was identical or nearly identical to a multitude of other purported exempt reporting advisers (ERA) and claimed that the financial statements of the private funds they purportedly advised had been audited by one of two independent public accounting firms, neither of which can be found in any public registry of federal or state accountancy firms. The SEC also alleges that certain defendants have been marketed on websites, some of which displayed a fake certificate indicating that the defendant was registered with the SEC, even though it was not. 

The complaints, filed in the United States District Court for the District of Colorado, charge the defendants with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940. The SEC seeks permanent injunctions enjoining them from violating the charged provisions of the federal securities laws, conduct-based injunctions prohibiting them from filing Forms ADV as exempt reporting advisers, and civil penalties. 

The SEC’s Office of Investor Education and Assistance has issued an investor alert warning investors that scammers are using SEC ERA filings to create a false impression of legitimacy and to lure investors into scams. Investors should be wary of a purported ERA that offers investment advice directly to individual investors or claims to be registered with the SEC.  

Separately, the ERA filings of the 38 entities have been removed from the Commission website. 

The SEC appreciates the assistance of the FBI and its Operation Level Up.

According to the SEC’s complaint, from at least 2020 through Tricolor’s bankruptcy in September 2025, Tricolor raised more than $1.9 billion through ABS offerings while Tricolor, Chu, and Kollar made numerous false and misleading representations to investors about the lender’s overall financial health, portraying the company as financially sound despite knowing that Tricolor was facing significant liquidity constraints and struggling to fund its operations. In offering materials and meetings, Tricolor allegedly represented that the loans included in the ABS collateral pools were free and clear of any other liens when the defendants knew that many had been or would soon be double pledged. The complaint further alleges that the defendants deceived underwriters and investors, including by manipulating various loan metrics to make non-paying or defaulted loans appear current and therefore eligible for inclusion in the securitization pools. According to the complaint, more than $945 million of principal associated with the ABS offerings remained outstanding and payable to investors at the time of Tricolor’s bankruptcy. 

In a parallel action, the U.S. Attorney’s Office for the Southern District of New York announced criminal charges against Chu, Kollar, and Seibold in December 2025. 

“We allege that these defendants defrauded investors based on bogus collateral and violated the integrity of our private credit markets,” said David Woodcock, Director of the SEC’s Division of Enforcement. “Our team did a tremendous job bringing these charges and we appreciate the assistance of our partners at the Southern District of New York, the FBI and the FDIC Office of Inspector General.”

The SEC’s complaint, filed in the U.S. District Court for the Southern District of New York, charges Chu, Kollar and Seibold with violating the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The complaint also charges Chu with control person liability and all of the defendants with aiding and abetting liability. The complaint seeks injunctive relief, disgorgement of ill-gotten gains with prejudgment interest, and civil penalties against all the defendants as well as officer and director bars against Chu and Kollar. 

Together, these efforts introduce a comprehensive, tailored securities offering regime intended to address long-standing barriers to responsible capital formation and innovation within domestic crypto asset markets, while preserving the investor protections at the core of federal securities laws.

“As we continue the Commission’s efforts to provide clarity for crypto markets, and as Congress works to establish a lasting regulatory framework, Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws,” said SEC Chairman Paul S. Atkins. “In line with the Commission’s earlier interpretative guidance, this proposal would also allow for a safe harbor once an issuer has completed or permanently ceased all essential managerial efforts that it represented or promised it would take under an investment contract. Congress designed our securities laws to amplify – within specific guardrails – opportunities for entrepreneurs to innovate and build new products. Advancing this regulatory framework is a key element in our strategy to advance the rule books for the modern era and another step by the Commission to onshore innovation in crypto asset markets for generations to come.”

The proposed rules include two exemptions from the registration requirements of the Securities Act of 1933 specifically tailored to certain investment contracts involving crypto assets. The first is a one-time exemption that would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and be subject to ongoing reporting requirements. 

The proposed rules also include a conditional safe harbor from the term “investment contract” in the definitions of “security” in the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of “security.” In addition, the proposed rules would preempt state securities law registration and qualification requirements with respect to offers and sales of securities issued pursuant to an exemption in Regulation Crypto Assets, as well as certain secondary market transactions. 

By building on the Commission’s interpretive guidance issued earlier this year, the proposed rules aim to bring greater clarity to when crypto assets fall within the federal securities laws, reduce incentives for issuers to create and operate offshore, and expand investment opportunities for U.S. investors with stronger, more consistent protections.

The public comment period will remain open for 60 days following the date of publication of the proposing release in the Federal Register.

According to the SEC’s complaint, between approximately December 2020 and June 2025, Spaventa, The Spaventa Group LLC, TSG Capital Advisors LLC, and TSG Alpha Partners LLC raised more than $74 million from more than 800 mostly retail investors across the United States for eleven private funds. Through entities he owned, Spaventa purchased the pre-IPO shares, either directly or through another investment fund, and then sold them in principal transactions to his funds at marked-up prices. These markups were then passed on to investors in the form of hidden fees charged on the sale of membership interests in the funds.

“Unsolicited calls and high-pressure sales tactics are the calling cards of so-called boiler room operators. They get you on the phone and then hit you with the hidden fees,” said Sheldon L. Pollock, Associate Director of the SEC’s New York Regional Office. “We encourage investors to be vigilant when it comes to these types of tactics.”

As alleged, Spaventa and the entities he controlled solicited these investments using over 100 “sales agents” to cold call and pitch the funds to thousands of prospective investors, many of them retirees, using high-pressure sales tactics. The defendants falsely told investors that they would pay either no upfront fees at all or upfront fees of at most 12.5%, when in reality, the prices investors paid were on average approximately 46% higher than the prices Spaventa paid for the investments. As a result of their fraud, the defendants collected approximately $23 million in upfront fees from unsuspecting investors – of which more than $12 million was funneled to their sales agents for commissions and approximately $4 million went to Spaventa personally. 

The SEC’s complaint, filed in the U.S. District Court for the Southern District of New York, charges defendants with violating the antifraud, securities registration, and broker-dealer registration provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940. It also charges Spaventa with control person liability and aiding and abetting violations. The complaint seeks permanent injunctions, disgorgement of ill-gotten gains and prejudgment interest, and civil penalties from all of the defendants, and conduct-based injunctions against Spaventa.

Investors can learn more about the risks of investing in pre-IPO offerings in this Investor Alert.

The SEC’s complaint, filed in federal court in the District of New Jersey, alleges that between approximately November 2019 and June 2023, Leor Moshe, the scheme’s orchestrator, convinced investors, most of whom, like Moshe, were active members of the Orthodox Jewish community, to invest in his company, Capital Funding ASAP LLC. Moshe told the would-be investors that their money would be used to fund short-term loans for small businesses and their investments would lead to significant fixed returns. However, rather than funding business loans, Moshe allegedly misappropriated more than $11 million from investors for his personal use and used more than $850,000 for Ponzi-like payments to earlier-in-time investors. 

The complaint further alleges that Moshe paid fellow Toms River residents, Jacob Goldman and Isaac Odes, who were not registered as broker-dealers or associated with any registered broker-dealer, to recruit investors. Goldman and Odes solicited more than $23 million from at least 25 investors, negotiated investment terms, and facilitated the collection of funds. 

As a result of the scheme, investors from Arizona, Connecticut, Florida, Illinois, New Jersey, New York and Ohio lost more than $25 million.

“As our complaint alleges, the defendants promised some investors that they could see returns in excess of thirty percent which definitely falls into the ‘if it sounds too good to be true, it probably is’ category,” said Thomas P. Smith, Jr., Associate Director of the SEC’s New York Regional Office. “In reality, the Jersey Shore triumvirate took advantage of their relationships within Orthodox Jewish communities to raise money for Moshe’s scheme and enrich themselves.”

The SEC’s complaint charges Moshe with violations of the antifraud provisions of the federal securities laws and charges Goldman and Odes with violations of the broker registration provisions of the Securities Exchange Act of 1934. The complaint seeks permanent injunctive relief, disgorgement of ill-gotten gains with prejudgment interest, and civil penalties against the defendants, and a conduct-based injunction against Moshe. 

In a parallel action, the U.S. Attorney’s Office for the District of New Jersey today announced criminal charges against Moshe for similar conduct.

The SEC’s Office of Investor Education and Assistance provides guidance on how to avoid frauds that target specific communities on its Investment Scams Targeting Groups webpage. The SEC also encourages investors to use Investor.gov to check the background of anyone offering or selling them an investment.

The SEC appreciates the assistance of the U.S. Attorney’s Office for the District of New Jersey and the FBI. 

According to the SEC’s complaint, from at least April 2019 through December 2024, the defendants used false claims and promises to persuade investors to contribute capital to Adit-managed funds, including Munson soliciting an investor by falsely claiming that a fund owned shares of stock of a private, pre-IPO company. As alleged, the defendants regularly used client capital for their own benefit, including by taking unsecured loans from funds on favorable terms, and these transactions were not authorized by fund documents and generally not disclosed to investors.

“Investment advisers are entrusted with acting in their clients’ best interests,” said Corey A. Schuster, Chief of the Enforcement Division’s Asset Management Unit. “Here, the defendants allegedly engaged in repeated fraudulent acts to benefit or enrich themselves. That misconduct has no place in investment advisory relationships where clients count on investment advisers being their fiduciaries.” 

The complaint, filed in the U.S. District Court for the Southern District of New York, further alleges that the defendants violated their fiduciary duties by buying pre-IPO shares and then causing client funds to buy those shares at a higher price, while misrepresenting the true cost of acquiring the shares to investors and without obtaining the requisite consent for these principal transactions. The defendants also allegedly overcharged their client funds millions in unauthorized “acquisition fees” and improperly pledged client assets as collateral for a $10 million line of credit, which was used in part to pay off the defendants’ own obligations. The SEC also alleges that Adit Ventures Management failed to register as an investment adviser.

The complaint charges Munson, Adit Ventures Management, and the General Partners with violating the antifraud provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940, and charges Adit with violating the registration provisions of the Investment Advisers Act as well.

Without admitting the allegations in the complaint, the defendants consented to the entry of a judgment, subject to court approval, in which they agreed to be permanently enjoined from violating the charged provisions of federal securities laws, and agreed that the Court shall order them to pay disgorgement with prejudgment interest and a civil penalty in an amount to be determined by the court upon motion by the Commission. Munson also agreed to a forthcoming associational bar against him with a right to apply for reentry after three years.

The SEC appreciates the assistance of the Jersey Financial Services Commission.

“Since my return to the Division, I have been assessing every aspect of our staffing to ensure that we are aligned to deliver results in our core mission areas,” said David Woodcock, Director of the SEC’s Division of Enforcement. “This new unit – which expands on the Division’s current and historical efforts to crack down on bad actors in the accounting and auditing profession – will be critical in our efforts to pursuing financial reporting fraud, as well as accounting and auditor misconduct more generally.” 

The unit will be led by Timothy Zimmerman, who joined the SEC’s Division of Enforcement in May 2026 as a senior advisor to the Director. Prior to joining the agency, Mr. Zimmerman worked for 12 years at an international law firm, and most recently served as Deputy General Counsel at an international accounting and professional services firm. 

“I look forward to working with Tim on this important endeavor,” said Osman Nawaz, Principal Deputy Director of the SEC’s Division of Enforcement and head of specialized units. “His depth of experience and passion are tremendous assets that will help the Division.” 

The Financial Reporting and Accounting Unit will be staffed by both attorneys and accountants with specialized skills related to financial reporting, accounting, and auditing in securities regulation.

The committee will continue its exploration into modernizing public market access and encouraging IPOs and small public company capital formation - including consideration of policy recommendations to reduce regulatory friction and facilitate capital formation in the public securities markets. 

The Small Business Capital Formation Advisory Committee provides advice and recommendations to the SEC on rules, regulations, and policy matters relating to small businesses. 

For more information about the committee and the full agenda for the meeting, visit the committee webpage.

The forum took place on March 9, 2026, and featured remarks from each of the Commissioners and thoughtful discussions with members of the public and private sectors on improving policy affecting how entrepreneurs, small businesses, and smaller public companies raise capital from investors.

The sessions focused on the following topics:

• Early-Stage Capital Raising
• Growth-Stage Companies and Smaller Funds
• Small Cap Companies and the Public Markets

The SEC’s Office of the Advocate for Small Business Capital Formation is charged by Congress with hosting the SEC’s annual Small Business Forum, where members of the public and private sectors gather to provide feedback to improve capital-raising policy. The Office thanks the speakers, participants, advisory planning group members, and SEC staff members who made this year’s forum a success. Video archives and a transcript of the discussions are available online.

“We are moving towards a new day – and night – in the U.S. equity markets,” said SEC Chairman Paul S. Atkins. “With the expansion to overnight trading, I’m excited at the prospect of U.S. equity markets aligning with those markets that already trade continuously and look forward to balancing round-the-clock trading with all-important investor and customer protections.”

The roundtable will be open to the public and held at the SEC’s headquarters at 100 F Street, N.E., Washington, D.C. The discussion will be streamed live on SEC.gov, and a recording will be made available at a later date.

Information regarding the roundtable’s agenda and speakers will be posted before the event. Please note that the number of in-person participants may be limited and visitors will be subject to security checks.

Members of the public who wish to provide their views on 24-hour trading may submit their comments electronically or on paper. Please submit comments using one method only. Information that is submitted will become part of the public record of the roundtable and posted on the SEC’s website. All comments received will be posted without change. Persons submitting comments are cautioned that personal identifying information is not redacted or edited from comment submissions. You should submit only information that you wish to make publicly available. All submissions should refer to File Number 4-913, and the file number should be included on the subject line if email is used.

Electronic Comments:

Use the Commission’s internet comment form or send an email to rule-comments@sec.gov with “File Number 4-913” included in the subject line.

Paper Comments:

Send paper comments to Vanessa Countryman, Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090.

“Sam’s contributions to the SEC and the Division of Enforcement for over a decade are well documented and moreover they are reflected in the many key leadership roles he has taken on during his tenure. I have personally benefited from Sam’s wise counsel and appreciate everything he has done for our agency. I wish him the best in all of his future endeavors,” said SEC Chairman Paul S. Atkins.

“Our paths have crossed multiple times at the agency – most recently while Sam has served as the Principal Deputy. His work ethic and steadfast commitment to the Division of Enforcement have been invaluable and his mentorship to countless colleagues will be sorely missed. I know this chapter of service is ending, but Sam’s positive impact at the SEC will endure for a long time,” said SEC Director of Enforcement David Woodcock.

“I will be forever grateful to Chairman Atkins and Commissioners Peirce and Uyeda for the opportunity to work under their leadership and for their commitment to the agency and its mission. To my colleagues in the Division of Enforcement, I cannot put into words how proud I have been to have had the privilege of working with you. Over the last several years, I have had a front row seat to witness your hard work, talent and dedication under incredibly challenging circumstances – it has been nothing short of inspirational,” said Mr. Waldon. “And finally, I want to thank David and Os for their friendship and stewardship of the Division. I will miss working with you both, but I take great comfort in knowing that Enforcement has never been in better hands.”

Mr. Waldon served as Acting Deputy Director from October 2024 to January 2025 before becoming Acting Director of Enforcement on two occasions in 2025 and 2026. He began his SEC career as a staff attorney and then later became Assistant Chief Counsel and eventually Chief Counsel in the Division of Enforcement from 2022 through 2024. 

In 2011, Mr. Waldon received the SEC’s Philip A. Loomis, Jr. Award for outstanding legal scholarship, analysis, and draftsmanship in creating workable solutions to difficult legal and policy issues while exhibiting the highest caliber of personal and professional integrity. He received his bachelor’s degree in economics from Virginia Tech and his juris doctorate from the University of Texas School of Law.

Mr. Nawaz previously held various roles in the Division of Enforcement including staff attorney, Assistant Regional Director, and Chief of the Complex Financial Instruments Unit.

Regulation E-Delivery would make information more readily accessible and useful for investors and others while preserving the ability to receive delivery in paper format on request. Currently, required regulatory information typically is delivered in paper format unless the recipient affirmatively elects otherwise. The proposed e-delivery approach includes requirements and conditions under which required information could be delivered electronically without first obtaining affirmative consent. It generally would supersede the Commission’s decades-old, guidance-based e-delivery approach and provide savings to issuers, market intermediaries, and, ultimately, investors, in paper, printing, and postage costs. 

“Today, the Commission took an important step toward allowing the financial services industry to harness technology for the benefit of everyday American investors. By proposing to permit electronic delivery to become the default method for issuers, market intermediaries, and others to communicate with investors, we are taking another stride toward a regulatory framework suitable for the modern era, a key pillar of my agenda,” SEC Chairman Paul S. Atkins said in a statement. “In an age of artificial intelligence and blockchain technology, a default to paper delivery should be a relic, not a standard.”

The proposal reflects how today’s issuers, market intermediaries, investors, and others use electronic media to provide and access information. E-delivery offers the opportunity to give investors and others potentially more personalized, interactive, timely, and efficient experiences with disclosure than paper delivery. It also provides accessibility and retention benefits. The range of information deliverable electronically under the proposed rule would be broad, including, among other things, prospectuses for funds and other issuers, fund annual and semi-annual shareholder reports, proxy statements, trade confirmations, disclosures pursuant to Form CRS, and Form ADV Part 2 Brochures. 

The proposal includes a transition process for investors and others who are currently receiving regulatory information in paper format. These recipients would receive two paper notices if they would be transitioned to e-delivery under the rule, which would provide information about the upcoming transition and the ability to opt out of e-delivery. 

The public comment period will remain open for 60 days following publication of the proposing release in the Federal Register.

The update offers more clarity to:

• Public-private partnership (P3) market participants that are considering whether their activities require registration as a municipal advisor;
• Form MA and MA-I filers that are considering which remote work locations where municipal advisor-related business is conducted must be disclosed as an "office;” and
• Municipal advisors that are considering the scope of their recordkeeping requirements when providing advice on the pricing of a new issue of municipal securities.

“Municipal securities touch so many parts of our lives, helping pay for schools, hospitals, water systems, and so much more. The SEC is tasked with ensuring transparency and accountability in this market,” said Dave A. Sanchez, Director of the Office of Municipal Securities. “This update will help municipal advisors – including those who provide advice to state and local governments on the issuance of municipal securities in the P3 market – understand and follow regulations that keep the market transparent, fair, and reliable. The final rules for municipal advisor registration have been in place since 2013, but it is never too late to come into compliance and register.”

This update also includes a new FAQ on how to register as a municipal advisor, directing those who plan to engage in municipal advisory activities – including sole proprietors – to a preexisting staff Informational Bulletin and MSRB Compliance Resource describing the steps they must take to initially register with the SEC and MSRB.

For questions about municipal advisor regulation, contact the Office of Municipal Securities at 202-551-5680 or munis@sec.gov. For more SEC news, visit sec.gov/newsroom. 

The event will bring together innovative practitioners and seasoned professionals to challenge conventional approaches, propose regulatory solutions, and share insights into recent proposed rule changes. The discussion will focus on strategies to support companies in accessing the public capital markets and maintaining their public company status. 

The event will be webcast on SEC.gov and a recording will be available on the website at a later date. Interested parties can access the roundtable virtually without registration.

Details on the agenda, speakers, and other relevant information are available on SEC.gov.

The meeting will be open to the public and held at the SEC’s headquarters at 100 F Street, NE, Washington D.C. The discussion will be streamed live on SEC.gov.

Building upon ideas generated during the prior committee meeting, members will continue exploring ways to encourage more companies to go and stay public. The committee will consider ways to modernize the IPO process and potential regulatory reforms, including certain recently proposed SEC rulemakings aimed at reducing regulatory friction and facilitating capital formation in the public securities markets. 

To facilitate discussion and deepen the committee’s understanding of the regulatory landscape, members will hear from SEC staff in the Division of Corporation Finance who will provide an overview of recent relevant rulemakings. Members will also hear from Daniel Zinn, General Counsel and Chief of Staff, OTC Markets Group, and Sue Washer, biotechnology consultant and former CEO of Applied Genetic Technologies Corporation, who will share their experiences and views on ways to further support small public company capital formation.   

The Small Business Capital Formation Advisory Committee provides advice and recommendations to the SEC on rules, regulations, and policy matters relating to small businesses. 

For more information about the committee and the full agenda for the meeting, visit the committee webpage.

The Retail Fraud Working Group will leverage staff and resources across the Commission to identify fraud and other misconduct targeting retail investors, including offering frauds, pump-and-dump schemes, market manipulation, and breaches of duties to customers by investment advisers and broker dealers. The working group will serve as a dedicated resource for proactive case generation, play an important role in coordinating with the Commission’s regulatory partners and foreign counterparts, and participate in educational outreach to retail investors in coordination with the SEC’s Office of Investor Education and Assistance.

"This new working group reflects our commitment to protect investors from fraud and is a return to the core values and principles of the enforcement program," said SEC Chairman Paul S. Atkins. “I am grateful to the Director of Enforcement, David Woodock, and the Division’s staff for their leadership on this initiative and look forward to its many positive impacts.”

"Nothing motivates enforcement staff more than protecting those who invest their savings in our markets,” said David Woodcock, Director of the SEC's Division of Enforcement. "The Retail Fraud Working Group will bring focused energy and resources to that mission — generating cases, building partnerships with our regulatory counterparts, and using data and technology to find and stop those who seek to take advantage of retail investors. I am proud to see this initiative move forward."

The Retail Fraud Working Group will be led by the Division of Enforcement’s Kate Zoladz, Deputy Director, West, and Kim Frederick, Assistant Director, Asset Management Unit.

As COO, Mr. Knight will oversee the SEC's operational and administrative functions, including the agency's Office of Human Resources; Office of Acquisitions; Office of Financial Management; EDGAR Business Office; Office of the Chief Data Officer; Office of the Chief Risk Officer, and Office of Support Operations, which includes the agency's Freedom of Information Act, Records Management, and Facilities Management functions.

“I am delighted to welcome Paul Knight back to the SEC. His experience — both inside and outside of the Commission — makes him well-equipped to lead a dedicated group of public servants who play a critical role in protecting investors and strengthening our capital markets. I am confident that Paul’s service will prove invaluable to enhancing the operations of our agency and fulfilling our mission,” said SEC Chairman Paul S. Atkins. “I want to thank Charlene Arietti Gold for her wonderful service as Acting COO over the last seven months. Charlene has and will continue to be a tremendous colleague and dedicated public servant.”

“It’s an honor to come back and join the professional staff at the SEC as we support the work of the Commission,” said Mr. Knight. “I am grateful to Chairman Atkins for this opportunity and honored to support the SEC’s important mission.”

Mr. Knight joins the SEC from JPMorgan Chase, where he most recently worked as the principal lead for driving growth across U.S. lines of business, after previously managing the program office for the Chase Bank expansion into 25 new states. Prior to his nearly 12 years at JPMorgan Chase, Mr. Knight served as a senior advisor and business manager at the U.S. Department of the Treasury from 2012 to 2014. Mr. Knight also previously served at the SEC from 2008 to 2012 in a variety of roles, including as the interim managing executive for the Division of Economic and Risk Analysis. He started his career during his college years working for a small business in his hometown of Annapolis, Maryland.

Mr. Knight has a Bachelor of Arts from the University of Maryland Baltimore County, a Master of Business Administration from Johns Hopkins University Carey Business School, and a certificate in Commercial Real Estate from Cornell University.

The updated statistics also cover initial public offerings (IPOs), follow-on registered offerings, corporate bond offerings, ABS issuances, CMBS issuances, Regulation D offerings, reporting issuers, municipal advisors, transfer agents, security-based swap dealers, and nationally recognized statistical rating organizations (NRSROs). 

Key Highlights: First Quarter 2026

In the first quarter of 2026, IPO and follow-on offering activity showed year-over-year growth:

• There were 99 IPOs raising over $22 billion in Q1 2026, compared to 84 IPOs raising over $11.8 billion in Q1 2025. This represents an approximately 86% increase in proceeds raised. 
• There were 264 follow-on registered offerings raising over $44.2 billion in Q1 2026, compared to 250 follow-on registered offerings raising over $40.4 billion in Q1 2025.

These and other statistics can be found on the SEC’s public statistics and data visualizations webpage. The webpage provides statistics presented in time series charts to show market trends, pie charts to show distribution across different categories, as well as heat maps to show geographic distributions. The visuals are interactive and downloadable, thus allowing the public to explore the information they are interested in.

"These statistics and data visualizations are one of the many ways the SEC provides reliable information and valuable insights to the investing public,” said Dr. Joshua T. White, Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis. “I encourage those interested to visit our webpage to explore the data and gain a deeper understanding of the markets we oversee."

DERA integrates financial economics and rigorous data analytics into the SEC’s core mission. It provides high-quality economic and statistical analyses to inform Commission rulemaking and oversight, and helps identify and respond to emerging issues, trends, and innovations in the marketplace.

“Innovation in exchange-traded funds depends on a consistent, transparent, and efficient regulatory framework,” said SEC Chairman Paul S. Atkins.  “The Commission’s request for comment seeks input from the public on how the U.S. ETF market can continue to grow and innovate while serving investors effectively, and I look forward to reviewing feedback from market participants as we evaluate how to best respond to recent market changes.”

“Exchange-traded funds are a tremendous success story, growing from $4 trillion in 2019 to over $12 trillion at the end of 2025. As ETFs continue to grow and novel strategies emerge, public engagement is essential to answering key questions to make the next years of development a success,” said Brian Daly, Director of the SEC’s Division of Investment Management.

The Commission encourages feedback on the important questions raised in today’s release. The Commission requests comment with respect to the status of certain novel ETFs as investment companies, the regulation of novel ETFs, and how the registration process for novel ETFs can continue to operate effectively.

The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

The request for comment is intended to assist the agencies in evaluating whether greater coordination or alignment in portfolio margining requirements may improve risk management efficiency, reduce unnecessary market fragmentation, and enhance customer protections consistent with the agencies’ respective statutory authorities and responsibilities.

“By further harmonizing our frameworks, we can ensure that jurisdictional overlap does not stifle innovation and efficiency,” said SEC Chairman Paul S. Atkins. “Cross-margining offers a clear opportunity to unlock liquidity that remains frozen in separate accounts, and we encourage market participants to provide feedback on ideas that will help improve coordination between both agencies.”

“Fostering enhanced cooperation between the CFTC and SEC with respect to portfolio margining promises to unleash untapped capital while ensuring a more robust risk management framework and market protections,” said CFTC Chairman Mike Selig. “I look forward to reviewing and implementing stakeholder feedback as we build the new frontier of finance.”

The joint request for comment seeks input on a range of issues, including:

• Existing portfolio margining models and practices
• Customer protection considerations
• Cross-margining and cross-product offsets
• Capital, segregation, and collateral treatment
• Risk management and margin methodologies
• Clearing agency and derivatives clearing organization considerations
• Operational and technical implementation issues
• Potential impacts on market liquidity and competition

The SEC and CFTC encourage the public to provide input on these topics, as identified in the agencies’ request for comment. The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

Ms. Hutchinson has served as OIA’s Acting Director since January 2025. She started at the SEC in 2003 as an attorney-advisor in the Office of Compliance Inspections and Examinations, now the Division of Examinations, and joined OIA in 2008. Ms. Hutchinson has held several other positions in OIA, including Deputy Director and Assistant Director. She has twice served as Acting Director of the office.

“Kathleen has exhibited her dedication to public service and her commitment to our mission for over two decades, and I am grateful for her readiness to lead our Office of International Affairs on a permanent basis,” said SEC Chairman Paul S. Atkins. “She has effectively guided many international initiatives with our counterparts abroad, and I look forward to her continued leadership and counsel on international policy and cooperation issues.”

Ms. Hutchinson said, “The talented staff in our Office of International Affairs make it a privilege to come to work each day and serve investors and our markets. Advancing the SEC’s international priorities through engagement with foreign counterparts on policy issues, supervisory and enforcement matters, and technical assistance is critical to the SEC’s ability to carry out its mission. I’m grateful to Chairman Atkins for this opportunity and look forward to continue working with the Commission, my SEC colleagues, and foreign authorities to address evolving challenges facing global markets today.”

Kathleen earned a J.D./M.A. from American University’s Washington College of Law and School of International Service. She holds a B.A. from Binghamton University. She began her legal career in private practice in Washington D.C. and New York City.

The request for comment is intended to support the Commissions’ ongoing evaluation of whether current regulatory definitions, interpretations, and jurisdictional frameworks appropriately reflect evolving market structures, financial products, and trading practices.

“Clarification is long overdue on Title VII definitional issues, including event-based products. Through good-faith cooperation efforts, we can create a level playing field where established firms and new entrants alike can compete and innovate on equal footing regardless of whether they’re registered with the SEC or CFTC,” said SEC Chairman Paul S. Atkins.

“Today’s joint request for public comment presents an opportunity to address longstanding ambiguities within Title VII of Dodd-Frank that have stifled fair competition and responsible innovation,” said CFTC Chairman Michael S. Selig. “I appreciate the partnership of the SEC and Chairman Atkins as we work together to further clarify jurisdictional lines and enhance cooperation between our agencies.”

The joint request for comment seeks input on topics including:

• Definitions relating to swaps and security-based swaps, including the scope of certain exclusions from the swap definition. 
• Treatment of mixed swaps 
• Treatment of novel or emerging products
• Jurisdictional and interpretive questions
• Potential areas in need of greater clarity regarding regulatory definitional lines
• Potential areas for alternative compliance

The SEC and CFTC encourage the public to provide input on these topics, as identified in the agencies’ request for comment. The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

“Extensive data collection, if not appropriately calibrated, can hinder, rather than enhance, understanding and accountability,” said SEC Chairman Paul S. Atkins. “Working closely with the CFTC, we can ensure that we are collecting the data necessary to meet statutory objectives under a harmonized reporting regime. I welcome feedback on how we can improve our security-based swap data reporting regime in a manner that protects the integrity of the information and lowers costs.”

“I’m proud to be working alongside SEC Chairman Atkins to streamline and harmonize swap data reporting for registrants in accordance with our ongoing efforts to foster interagency cooperation,” said CFTC Chairman Michael S. Selig. “I look forward to hearing from market participants about the ways we can cut red tape and reduce costs, while still collecting the data we need to conduct our market oversight responsibilities.”

The request for comment is intended to assist the agencies in evaluating whether changes to the design, scope, and structure of security-based swap and swap data reporting requirements would lead to greater alignment between their respective reporting frameworks. The SEC and CFTC seek input to enhance market transparency, reduce unnecessary operational complexity, promote data quality, and improve regulatory oversight while preserving the distinct statutory mandates of each agency under the Dodd-Frank Act.

The joint request for comment seeks input on the following topics:

• Harmonization across frameworks
• Transparency and data quality
• Operational complexity
• Standardized identifiers and reference data
• Implementation considerations

The SEC and CFTC encourage the public to provide input on the operational, technological, and policy implications of these topics identified in the agencies’ request for comment. The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

The Securities and Exchange Commission has appointed John Moses as Director of the agency’s Office of Investor Education and Assistance, which provides services and resources to help investors build their financial futures and protect against investment fraud. 

“After two decades of Rule 611, it is high time that the Commission review its unintended consequences that have hindered — rather than enhanced — the long-term growth of our markets,” said SEC Chairman Paul S. Atkins. “This proposal is intended to simplify market structure and reduce costs for market participants while allowing competition, innovation, and other market forces to shape the continuing evolution of our equity markets. I look forward to reviewing public comments as we take a careful, deliberative approach to avoid repeating the same mistakes that brought us here.”

The Commission’s proposed amendments would:

• Rescind Rule 611 of Regulation NMS, which contains the trade-through prohibition for national market system stocks.
• Rescind Rule 610(e) of Regulation NMS, which contains restrictions on locking and crossing quotations in national market system stocks.
• Rescind related defined terms in Rule 600 of Regulation NMS.
• Make conforming changes to other related provisions.

The public comment period will remain open for 60 days following the publication of the proposing release in the Federal Register.

The joint standards are designed to promote interoperability of financial regulatory data across the agencies by establishing common identifiers for entities, geographic locations, dates, and certain products and currencies.

“The establishment of joint data standards across federal financial regulators will help ensure consistent data collection that will both ease burdens for financial institutions and make data more accessible to investors,” said SEC Chairman Paul S. Atkins.

“This action is a first step towards implementing the Financial Data Transparency Act across federal financial regulatory agencies,” said SEC Commissioner Mark T. Uyeda. “I am grateful to our colleagues across the federal government for their cooperation on this effort, which will be followed by separate rulemaking for agency-specific standards that will further improve the accessibility of financial data.”

In addition, the standards include a principles-based joint standard with respect to data transmission and schema and taxonomy formats, which would allow financial institutions to submit high-quality, machine-readable data to the agencies.

“I thank the new members for their willingness to serve on the advisory committee, which plays an important role in advising the Commission in our work to facilitate capital formation for entrepreneurs across the country,” said SEC Chairman Paul S. Atkins. “I am grateful that the SEC will benefit from these new members’ collective experiences and look forward to continuing to work with current members to improve pathways and access to capital for small businesses in the private and public markets.” 

The new Commission-appointed committee members are: 

• Anya Coverman – President and CEO, Institute for Portfolio Alternatives; Washington, D.C.
• Joseph Lucosky – Managing Partner, Lucosky Brookman LLP; Woodbridge, NJ  
• Andrew Prystai – CEO and Co-Founder, EventVesta; Omaha, NE
• Rodrigo Seira – Partner, Cooley LLP; Miami, FL 
• Erik Syvertsen – Head of Asset Management and Chief Legal Officer, AngelList; New York, NY

In addition to the 15 appointed members, the current committee members include three non-voting members appointed by the SEC’s Investor Advocate, the North American Securities Administrators Association, and the Small Business Administration. The committee also has an observer appointed by the Financial Industry Regulatory Authority. 

The committee provides advice and recommendations to the Commission on rules, regulations, and policy matters relating to small businesses, including smaller public companies. Committee members represent a broad spectrum of entrepreneurs, investors, and advisers who work with early-stage private companies and smaller public companies. Additional information about the committee, its members, and prior meeting materials is available on the Committee webpage. 

“During my tenure as Chairman, the Commission will not stray from this core three-part mission, and the Draft Strategic Plan focuses on three important goals to advance our mandate,” said SEC Chairman Paul S. Atkins. “I encourage market participants and the general public to provide comment on best practices to ensure our regulatory framework upholds the United States as the best and most secure place to do business."

The three goals set forth in the Draft Strategic Plan:

1. Renew our regulatory policy focus to support innovation, capital formation, market efficiency, and investor protection — This goal promotes clear, fit-for-purpose rules that foster responsible innovation and deter misconduct. Modernizing and simplifying disclosure practices, expanding access to private markets, and enabling new capital-raising pathways are essential to ensuring that entrepreneurs and small businesses can thrive. One objective is to provide a firm regulatory foundation for digital assets and distributed ledger technologies through a rational, coherent, and principled approach.
    
2. Shift our regulatory practices to increase stakeholder engagement, facilitate compliance efforts of market participants, and effectively return our enforcement approach to Congress’ original intent — This goal seeks to increase staff engagement with business and industry groups while restoring an enforcement approach that polices violations of established law such as fraud and manipulation rather than expanding regulatory reach through ad hoc enforcement actions. Other objectives include periodic, retrospective reviews of existing rules as well as an assessment of the agency’s administrative law framework.
    
3. Optimize our operational efficiency by enhancing our organizational structure, modernizing our technology, reforming employee performance management, and implementing robust internal performance reporting that incorporates accountability for resources and program success — This goal prioritizes technology modernization as a critical enabler of regulatory effectiveness. A comprehensive review of legacy systems – such as EDGAR – and the adoption of secure, scalable infrastructure will enhance data integrity, reduce operational risk, and support advanced analytics. The responsible use of artificial intelligence and blockchain technologies can further improve oversight, reduce costs, and unlock new efficiencies.

Members of the public who wish to provide their views on the Draft Strategic Plan may submit comments through any of the following methods:

Electronic Comments:

Use the Commission’s internet comment form or send an email to 
rule-comments@sec.gov.

Paper Comments:

Send paper comments to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. 

All submissions should refer to File Number DSP-3. This file number should be included on the subject line if email is used. Please submit comments using one method only. Information received will be posted on the SEC’s website without change. Individuals submitting comments are cautioned that personal identifying information will not be redacted or edited from comment submissions. Submit only information that you wish to make publicly available. Submitted material that is obscene or subject to copyright protection may be redacted in part or withheld entirely from publication. Comments should be submitted no later than July 2, 2026.

* * *

In developing the Draft Strategic Plan, the SEC took into account the information gleaned from meetings with the many external parties with which the agency interacts on a regular basis, including members of Congress and congressional committees, investors, businesses, financial market participants, academics, and other experts and stakeholders.

These four new members join nine current committee members. The committee, established pursuant to Section 39 of the Securities Exchange Act of 1934, advises the Commission on regulatory priorities and initiatives to protect investors and promote the integrity of the U.S. securities markets. 

"I thank each of the new members for their willingness to serve on the Investor Advisory Committee,” said SEC Chairman Paul S. Atkins. “Their perspectives and expertise will be vital to the Committee’s work and I look forward to their contributions to the public dialogue on the important issues facing investors.” 

The newest members of the Investor Advisory Committee are: 

• Patrick Daugherty, a Partner at the law firm of Foley & Lardner
• John Liu, a senior citizen investor and former Managing Director at Accenture and co-founder of Agile Partners, who will serve as the representative of the interests of senior citizens 
• Sheldon L. Ray Jr., former Senior Vice President, Investments, Portfolio Manager, at Raymond James & Associates 
• Adriana Z. Robertson, Professor of Business Law at the University of Chicago Law School

The Commission appreciates all the candidates who expressed an interest in serving as a member of the Investor Advisory Committee in response to the invitation of interest announced earlier this year and expects that a similar announcement seeking additional candidates to serve as members will be issued in late 2026 or early 2027. 

“SEC disclosure obligations should comply with the Commission’s statutory authority, be guided by materiality as the North Star, avoid the practical effect of dictating corporate behavior, and be imposed only when the expected benefits justify the likely costs and burdens,” said SEC Chairman Paul S. Atkins in a statement.

The Commission in March 2024 approved amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 to mandate highly specific and granular disclosure from virtually all public companies about climate-related matters such as greenhouse gas emissions, management of climate-related risks, and the financial statement effects of severe weather events.

On April 4, 2024, the Commission stayed the climate disclosure rules pending completion of consolidated litigation in the U.S. Court of Appeals for the Eighth Circuit. On March 27, 2025, the Commission voted to end its defense of the final rules. On Sept. 12, 2025, the Eighth Circuit issued an order holding the consolidated petitions for review in abeyance until such time as the Commission reconsiders the challenged rules by notice-and-comment rulemaking or renews its defense of the climate disclosure rules. 

The Commission is now proposing to rescind the climate disclosure rules in their entirety because they exceed the scope of the agency's statutory authority. Even if it had authority to adopt such final rules, the Commission believes there are independent, compelling policy reasons to rescind them entirely:

• They are unnecessary and inconsistent with a registrant-specific, materiality-based approach to disclosure that best serves the interests of registrants and investors.
• They stray well beyond the policy concerns of the federal securities laws.
• They impose substantial costs on public companies and their shareholders that are not justified by the informational benefits they may provide to some investors.
• They are at odds with the Commission’s policy objectives of facilitating capital formation and promoting public company status.

The public comment period will remain open for 60 days following the publication of the proposing release in the Federal Register.

The meeting will also be webcast on the SEC website and consist of two panels:

• Avoiding Retail Confusion Regarding Private Market Assets
• Passive Index Funds and Shareholder Voting

The Committee also will discuss a potential recommendation regarding fund proxy voting and a potential recommendation regarding quarterly versus semi-annual reporting. The full agenda is available on the committee’s webpage.

The Investor Advisory Committee, which focuses on investor-related interests, advises the Commission on regulatory priorities and various initiatives to help protect investors and promote the integrity of the U.S. securities markets. Established by statute, the Committee is authorized by Congress to submit findings and recommendations to the Commission.

Learn more on the Investor Advisory Committee webpage.

The MOU will enhance SEC and NFA staff’s ability to share information on matters of mutual regulatory interest such as emerging risks, examination planning, and financial markets’ conditions. The MOU will also provide for periodic meetings between staff. This improved coordination will further enhance the SEC and NFA’s ability to promote compliance with derivatives and securities laws, maintain the highest level of oversight quality, and minimize duplicative efforts.

“Regulatory bodies working together should not be a novel concept. It should be the norm. Coordination between regulatory organizations provides businesses a predictable, straightforward path to compliance and comprehensive protections for investors that build trust in our markets,” said SEC Chairman Paul S. Atkins. “This memorandum is another step in furthering the SEC’s efforts to streamline cooperation with other regulatory organizations and alleviate the potential for duplicative or conflicting oversight.”

"We look forward to continuing our coordination efforts with the SEC under this formal framework," said NFA President and CEO Thomas W. Sexton. "We believe this memorandum represents an important milestone for NFA and will allow us to further foster our mission of protecting customers and ensuring market integrity."

The United States’ dynamic public securities markets offer benefits to issuers and investors alike. Issuers can raise capital through the public markets on more favorable terms as compared to private markets, and investors benefit from the increased transparency and liquidity provided by the public markets.

Compounding regulatory requirements over recent decades, however, have corresponded with a decrease in the number of public companies. The proposed amendments – together with the recently proposed optionality for semiannual interim reporting and other forthcoming rule proposals – represent important steps toward incentivizing companies to go and stay public.

“Today, the Commission proposed two rulemakings that serve as the foundation for my agenda to Make IPOs Great Again. These proposals build upon the legislative and regulatory concepts that have proven successful in the past and aim to extend that success to more companies – particularly small and mid-sized companies – and incentivize them to go and stay public,” said SEC Chairman Paul S. Atkins in a statement. “Today’s proposed rulemakings are among the first important steps toward transforming the SEC’s regulatory framework for public companies.”

Registered Offering Reform

The registered offering reform proposal, if adopted, would be the most significant modernization of the registered offering framework in more than 20 years. Under the proposal:

• A greater number of public companies would be able to conduct shelf offerings, which allow quicker access to the public capital markets, regardless of the company’s public float.
• More public companies would be able to utilize certain registration and offering communication flexibilities that currently are reserved for companies with a large public float defined as “well-known seasoned issuers.”
• Broker-dealers would be able to provide research report coverage for a greater number of public companies.
• State securities law registration and qualification requirements would be preempted for all registered offerings, which would mitigate the costs and complexity of conducting a multi-state registered offering.
• Parity between certain Form N-2 filers and operating companies across registration, offering, and communication provisions would be maintained, and access to broad-based advertising for certain non-variable annuity insurance products would be expanded.
• Other aspects of the registration process would be streamlined, such as the ability to incorporate information by reference into Form S-1.

Filer Status and Emerging Growth Company Accommodations Reform

The proposed amendments would extend disclosure scaling and other accommodations currently utilized by smaller or emerging companies to approximately 81 percent of all current public companies. New public companies would enjoy these accommodations for a minimum of five years. The smallest public companies also would have additional time to file their annual and other periodic reports.

• The proposed rule amendments notably would raise the threshold for a public company to become a large accelerated filer from $700 million to $2 billion. A company would not become a large accelerated filer for at least 60 months following its IPO regardless of its public float, effectively providing it an "IPO on-ramp" to stabilize and grow while benefiting from disclosure scaling and other accommodations.
• All other public companies would be categorized as non-accelerated filers and would benefit from nearly all disclosure scaling and other accommodations currently available to smaller and emerging companies. All non-accelerated filers would also be exempt from the requirement to obtain an auditor's attestation on their internal control over financial reporting.
• In addition, the proposed rules would establish a subcategory of small non-accelerated filers that would receive an additional 30 days to file their Form 10-K annual reports and an additional five days to file their Form 10-Q quarterly reports. This change is intended to meaningfully reduce the reporting costs for this category of companies, which represent the smallest 18 percent of public companies by assets.

The public comment period for both proposals will remain open for 60 days following publication of the proposing releases in the Federal Register.

“For more than 50 years, the Commission has conditioned settlement on a defendant’s promise not to publicly deny the Commission’s allegations. I am pleased that we are rescinding the no-deny policy today,” said SEC Chairman Paul S. Atkins. “Speech critical of the government is an important part of the American tradition. This rescission ends the policy prohibiting such criticism by settling defendants.”

There is no known instance of the Commission seeking to reopen an administrative or civil proceeding as a consequence of a defendant or respondent violating a no-deny provision to which they have consented.

In light of the rescission of Rule 202.5(e), the Commission will not enforce existing no-deny provisions that have already been entered. In the event of a breach of an existing no-deny provision, the Commission will take no action to ask a district court to vacate a settlement (or to reopen an adjudicatory proceeding) in connection with the terms of the settlement agreement.

The Commission generally does not require settling defendants to admit to allegations. Today’s rescission does not affect the Commission’s practice related to admissions in settlements and does not affect the Commission’s discretion to settle with defendants who decline to admit facts or liability or its discretion to negotiate for admissions as part of a settlement. 

According to the SEC’s complaint, between 2018 and 2024, Nicolo Nourafchan, a mergers and acquisitions attorney based in Los Angeles, California, orchestrated a global scheme with his partner Robert Yadgarov, of Long Beach, New York. The complaint alleges that Nourafchan misappropriated material nonpublic information from his firm’s clients pertaining to more than twelve pending corporate transactions. The complaint further alleges that he or Yadgarov tipped that information to other scheme participants who agreed to kick back a portion of their trading profits, or who, in turn, tipped others who traded.

Nourafchan and Yadgarov allegedly recruited an additional corporate lawyer who also misappropriated material nonpublic information about additional deals and tipped that information to Nourafchan and Yadgarov.

“Today’s action highlights the SEC’s unwavering commitment to uncovering sprawling schemes, like the one alleged here, and holding individuals up and down the tipping chain accountable for their fraudulent conduct,” said Joseph G. Sansone, Chief of the Division of Enforcement’s Market Abuse Unit.

The SEC’s complaint, brought by the Division of Enforcement’s Market Abuse Unit and filed in the U.S. District Court for the District of Massachusetts, charges the defendants with violating the antifraud provisions of the federal securities laws and seeks injunctive relief, disgorgement with prejudgment interest, and civil penalties.

In a parallel action, the U.S. Attorney’s Office for the District of Massachusetts announced criminal charges against all of the defendants in this case.

The SEC appreciates the assistance of the U.S. Attorney’s Office for the District of Massachusetts, the FBI, the Financial Industry Regulatory Authority, the Danish Financial Supervisory Authority, the United Kingdom Financial Conduct Authority, the Cyprus Securities and Exchange Commission, the Mauritius Financial Services Commission, and the Swiss Financial Market Supervisory Authority.

In 2019, Congress passed the Setting Every Community Up for Retirement Enhancement (SECURE) Act. Through this legislation, Congress created PEPs, which enable multiple small businesses to band together to provide their employees with access to high-quality, low-cost retirement plans.

PEPs allow multiple, unrelated employers to join a single retirement plan, thereby reducing some of the costs, administrative burdens, and potential liability attached to sponsoring a plan on their own. The SEC staff guidance provides the staff’s views on the applicability of the federal securities laws to these plans.

The guidance from the Division of Investment Management states that the SEC staff will not object if PEPs avail themselves of the existing exemptions widely applicable to tax-qualified ERISA retirement plans. The Division of Corporation Finance also published guidance that PEPs may use a Form S-8 registration statement if employers choose to offer employees securities as part of these plans.

“Commission staff has made it easier for Main Street employees to invest their retirement savings on Wall Street,” said SEC Commissioner Mark T. Uyeda. “By providing straightforward guidance on pooled employer plans and related structures, we are helping sponsors and service providers navigate their obligations with confidence. Regulatory clarity strengthens markets, supports innovation, and ultimately expands access to retirement options for workers across the country. The SEC continues its efforts to support small businesses and President Trump’s agenda to strengthen retirement opportunities for American workers.”

The coordinated staff actions addressing the treatment of PEPs under the federal securities laws should assist PEP sponsors, providers and participants as they seek to make use of these pooled investment vehicles, consistent with the SECURE Act and the administration’s broader policy goal of expanding access to retirement savings options for American workers.  

Public companies, subject to Exchange Act Section 13(a) or 15(d), are currently required to file quarterly reports on Form 10-Q. The proposed amendments, if adopted, would allow these public companies to elect to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q. As a result, companies that elect to file semiannual reports would file one semiannual report and one annual report for each fiscal year in lieu of three quarterly reports and one annual report. The flexibility provided under proposed amendments would enable public companies to choose the interim reporting frequency that would best serve the company and its investors.

“Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard,” said SEC Chairman Paul S. Atkins in a statement.

Under the proposal, the filing deadline for semiannual reports on Form 10-S would be 40 or 45 days, depending on the company’s filer status, after the end of the first semiannual period of the fiscal year. The proposal also would amend Regulation S-X, which governs the financial statement requirements for periodic reports, registration statements, and proxy statements, to reflect the new semiannual reporting option and simplify the existing financial statement requirements.

The proposing release will be published on SEC.gov and in the Federal Register. The public comment period will remain open until 60 days after the date of publication of the proposing release in the Federal Register.

“Jason’s exceptional leadership and judgment have been invaluable assets to the SEC throughout his distinguished career,” said SEC Division of Enforcement Acting Director Sam Waldon. “I am grateful for his commitment to the agency’s mission and his ability to lead the Division of Enforcement’s most complex investigations and litigations. I deeply appreciate everything he has done to help the agency accomplish its mission and wish him the best in his future endeavors.”

“Serving at the SEC for more than two decades has been an honor and a privilege,” said Mr. Burt. “I am grateful for the opportunity to have worked with so many people across every division and office at the Commission. I will forever be in awe of the exceptionally talented, highly-motivated staff of this agency, and indebted to each of them for shaping my career. I appreciate Chairman Paul Atkins, former Acting Chairman Mark Uyeda, Commissioner Peirce, and current and former directors of the Divisions of Enforcement and Examinations for giving me the opportunity to help advance the SEC’s mission throughout the years.”

In April 2025, Mr. Burt was appointed to serve as the Deputy Director for Specialized Units. In that role, he supervised enforcement investigations and litigations of the Asset Management, Complex Financial Instruments, Cyber and Emerging Technologies, Market Abuse, and Public Finance Abuse units. Mr. Burt also supervised the Office of the Whistleblower and the Commission’s recently established Cross-Border Task Force.

Mr. Burt began his SEC career in Washington, D.C., as an attorney advisor in the Division of Examinations and then as an investigative attorney in the Division of Enforcement, where he investigated and litigated matters involving market structure, complex trading strategies, investment adviser fraud, and accounting disclosure and audit failures. He served as Regional Director of the Denver Regional Office from October 2022 through April 2025, supervising more than 125 investigative and trial attorneys, accountants, analysts, securities compliance examiners, and other staff while leading the examination and enforcement programs for Colorado, Kansas, Nebraska, New Mexico, North Dakota, South Dakota, Utah, and Wyoming. Prior to that role, he served as an Associate Director in the Division of Enforcement and as an Assistant Director supervising staff in the Asset Management and Market Abuse units.

Mr. Burt received the Chairman’s Award for Excellence in 2010, the Analytical Methods award in 2015, the Chairman’s Award for Serving the Interests of Main Street Investors in 2019, and the Scott W. Friestad award in 2024.

He received his bachelor’s degree magna cum laude in business administration from James Madison University, and his juris doctorate with honors from the University of North Carolina at Chapel Hill.