Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 01 JUNE 2026

Leveling The Shelf: The SEC’s Proposal On Registered Offering Reform

Mayer Brown
Mayer Brown
Contributor
Mayer Brown

Mayer Brown

Mayer Brown is a leading international law firm positioned to represent the world’s major...

View firm profile
Explore more from Mayer Brown

SEC Chair Paul Atkins has announced a proposal to modernize outdated rules that currently impede public companies from conducting registered offerings efficiently.

United StatesFinance and Banking
Brian D. Hirshberg
Brian D. Hirshberg
Carlos E. Juarez
Carlos E. Juarez
Anna T. Pinedo
Anna T. Pinedo
Liz Walsh
Liz Walsh
Jennifer Zepralka
Jennifer Zepralka
Author LinkedIn connections

On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) proposed extensive amendments to the registered offering framework under the Securities Act of 1933, as amended (the “Securities Act”). The SEC’s rulemaking proposal on Registered Offering Reform (the “Proposal”) has the potential to be the most significant offering reform in over 20 years. Most important, the Proposal would broaden eligibility to register securities offerings on Form S-3 and provide enhanced registration and communication benefits to a broad universe of issuers, changes that may dramatically increase the ability of such issuers to raise capital quickly in the public markets.

In a statement, SEC Chair Paul Atkins remarked that the Proposal “would address impediments, which result from outdated SEC rules, to public companies’ ability to conduct registered offerings quickly.” He noted that the Proposal, along with the second rulemaking proposal aimed at enhancing filer status,

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

Visit us at mayerbrown.com

Mayer Brown is a global services provider comprising associated legal practices that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership) and non-legal service providers, which provide consultancy services (collectively, the "Mayer Brown Practices"). The Mayer Brown Practices are established in various jurisdictions and may be a legal person or a partnership. PK Wong & Nair LLC ("PKWN") is the constituent Singapore law practice of our licensed joint law venture in Singapore, Mayer Brown PK Wong & Nair Pte. Ltd. Details of the individual Mayer Brown Practices and PKWN can be found in the Legal Notices section of our website. "Mayer Brown" and the Mayer Brown logo are the trademarks of Mayer Brown.

© Copyright 2026. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

SEC Advances “Responsible Retailization” Through A Potential Accredited Investor Exam And Potential Regulated Fund Reforms

On September 30, 2026, the Securities and Exchange Commission (SEC) issued two rule proposals and five notices aimed at expanding investors’ access to private markets. The package would add ways to qualify as an accredited investor, including passing a new exam administered by the Financial Industry Regulatory Authority (FINRA), broaden performance-based compensation and modernize regulated funds, including interval funds and business development companies (BDCs).
United StatesFinance and Banking
Proskauer Rose LLP
Proskauer Rose LLP
Article

OCC Issues Examiner Framework For Banks’ Use Of Artificial Intelligence

The Office of the Comptroller of the Currency has released a new framework for evaluating banks' deployment of artificial intelligence and agentic AI systems in their business operations. This guidance establishes how examiners will assess AI through existing risk management disciplines rather than creating separate regulatory requirements, with review intensity scaled to each use case's potential consequences and level of human oversight.
United StatesFinance and Banking
Sheppard
Sheppard
Article

SEC Proposes Rule Amendments To Expand Retail Access To Private Markets

The SEC has proposed sweeping amendments to expand retail investor access to private market strategies, including changes to performance-based compensation rules for registered investment advisers and modernization of the interval fund framework. The proposals also explore new credential-based pathways for individuals to qualify as accredited investors, potentially opening private offerings to a broader pool of eligible participants.
United StatesFinance and Banking
Duane Morris LLP
Duane Morris LLP
Article

SEC Approves FINRA’s New “Outside Activities” Rule

The Securities and Exchange Commission has approved FINRA Rule 3290, which will replace existing rules governing outside business activities and private securities transactions for registered persons. This new rule narrows the scope to focus on investment-related activities while maintaining similar supervisory obligations for member firms. Understanding the key changes and implementation requirements will be critical for broker-dealers as they update their compliance policies and procedures.
United StatesFinance and Banking
WilmerHale
WilmerHale
Article

DOL Announces Enforcement Actions Against Employers In H-1B And PERM Fraud Probe

The Trump Administration has launched an unprecedented enforcement action suspending permanent labor certification processing for eight major employers, linking immigration sponsorship to layoff histories and recruitment practices. This development signals a fundamental shift in how the government evaluates employer access to H-1B and green card programs, with investigations already underway and subpoenas served.
United StatesEmployment and HR
Mayer Brown
Mayer Brown
Article

Landmark DoorDash Settlement Confirms NYC DCWP’s Aggressive Enforcement Posture

New York City's Department of Consumer and Worker Protection secured a landmark $131.5 million settlement with DoorDash, marking the largest worker settlement in the city's history and the largest involving food delivery workers nationwide. The agreement provides over $115 million in direct compensation to more than 260,000 delivery workers who were underpaid, unpaid, or paid late, while establishing a comprehensive three-year compliance monitoring program.
United StatesEmployment and HR
Mayer Brown
Mayer Brown
Article

Trump Administration Announces New Enforcement Actions Against Employers In H-1B And PERM Fraud Probes

The Trump Administration has launched an unprecedented investigation into H-1B visa and PERM labor certification programs, with the Department of Labor's Office of Inspector General issuing dozens of subpoenas and suspending employers' ability to process applications. Federal agencies are deploying new enforcement tools including whistleblower programs and criminal prosecution threats...
United StatesImmigration
Mayer Brown
Mayer Brown
Article

EU’s CBAM Downstream Extension And Anti-Circumvention Amendments: The Road To Trilogue

The European Union's Carbon Border Adjustment Mechanism is undergoing critical legislative refinement as the Commission, Council, and Parliament have each established distinct positions on extending CBAM to downstream goods and strengthening anti-circumvention measures. With trilogue negotiations now underway and the first political trilogue scheduled for October 2026, significant divergences remain between the institutions on scope, exemptions, and enforcement mechanisms that will shape the final framework
European UnionEnvironment
Mayer Brown
Mayer Brown