The Pendulum Swings Once more: The SEC’s Spring 2025 Reg Flex Agenda

Client Alert  |  September 5, 2025

This replace summarizes key points of the Spring 2025 Agenda that doubtlessly impression public firms.

On September 4, 2025, the U.S. Securities and Exchange Commission (the Commission or the SEC) issued the Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions (the Spring 2025 Agenda or the Agenda).  The Agenda outlines the Commission’s rulemaking priorities below the management of Chairman Paul Atkins.  This alert summarizes key points of the Spring 2025 Agenda that doubtlessly impression public firms.  It ought to be famous that the Agenda doesn’t include a lot substantive data, solely a quick “abstract” describing every rulemaking merchandise.  Nevertheless, simply the addition and elimination of Agenda gadgets will be informative.[1]

As Chairman Atkins famous in his assertion accompanying the issuance of the Agenda, “it is a new day at the [SEC].”[2]  As mentioned beneath, the Agenda highlights a sea-change shift in focus towards deregulatory and disclosure simplification actions, in addition to crypto belongings and crypto-market construction rulemaking reforms, and away from environmental, social and governance-related (ESG) matters.  There are 23 short-term Agenda gadgets, consisting of 10 Division of Corporation Finance rule proposals, eight Division of Trading and Markets rule proposals and 5 Division of Investment Management rule proposals.[3]  Five of the Agenda’s rule proposals (over 20% of all rule proposals) relate to crypto belongings and crypto-related regulatory reforms.

I. OVERVIEW OF KEY UPDATES FROM THE SPRING 2025 AGENDA: PUBLIC REPORTING COMPANIES[4]

The Spring 2025 Agenda displays the numerous realignment in focus of the Commission below the management of Chairman Atkins.  Below is an outline of key updates:

Additions to the Spring 2025 Agenda

*Previously on the Fall 2024 Agenda 

Dropped from the Spring 2025 Agenda[5] 

*Now a long-term merchandise on the Spring 2025 Agenda
**Previously a long-term merchandise on the Fall 2024 Agenda   

II. CENTRAL THEMES AND INSIGHTS

A. Crypto Assets & Crypto Market Structure Amendments

The Spring 2025 Agenda supplies readability on the long-anticipated U.S. crypto belongings regulatory and market construction framework.  These rule proposals had been anticipated and previewed by the SEC when it established the Crypto Task Force,[6] and have since been mentioned within the Crypto Task Force’s statements and steering, roundtables, the President’s Working Group on Digital Assets Report[7] and through Chairman Atkins’s associated launch of “Project Crypto.”[8]  The quantity and inter-divisional breadth of crypto-related rule proposals on the Agenda[9] are a transparent reflection of the present Administration’s intense deal with the event of the crypto markets throughout the United States.

B. Focus on Facilitation of Capital Formation & Deregulatory Actions

The Spring 2025 Agenda launched new rule proposals supposed to additional help capital formation, simplify disclosure practices and scale back compliance prices.[10]  Rule proposals embody:

• “Updating the Exempt Offering Pathways” to facilitate and streamline companies’ entry to the market.

• “Shelf Registration Modernization” to scale back compliance burdens and facilitate entry to capital.

• “Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies” to increase lodging obtainable to rising progress firms, simplify categorization of registrants and scale back compliance burdens.

• “Rationalization of Disclosure Practices” to deal with amendments to disclosure practices and the identification of “material” disclosures. It is probably going that this broadly worded rule proposal class, which emphasizes reforms that deal with “material disclosures” will even deal with anticipated reforms associated to proxy advisory agency regulation, disclosures and/or cyber-incident disclosures.

C. De-emphasis on ESG

The Commission’s re-prioritized Agenda and coverage focus is most obvious within the elimination from the Agenda of matters that some seen as socio-political points past the ambit of SEC authority.[11]  Many of those former agenda gadgets had been typically categorized as ESG-related.  Noticeably, the Agenda dropped ESG rulemaking gadgets associated to: climate-related disclosures,[12] human capital administration, board range[13] and disclosure of funds by useful resource extraction issuers.

D. Shareholder Proposals

As anticipated, and on the heels of Staff Legal Bulletin No. 14M issued in February 2025 (SLB 14M),[14] the Commission stays targeted on additional modifications to the Rule 14a-8 shareholder proposal course of.  The Agenda consists of “Shareholder Proposal Modernization” as a brand new merchandise, indicating additional modifications are forward which can be supposed to “modernize the requirements of Exchange Act Rule 14a-8 to reduce compliance burdens for registrants and account for developments since the rule was last amended.”  As with all of the gadgets on the Agenda, solely estimated time frames are offered, with the shareholder proposal proposing launch given a date by April 2026.

E. Dodd-Frank-Related Rulemaking   

Certain Dodd-Frank-mandated rulemakings had been dropped from short-term rulemaking and moved to long-term rulemaking within the 2025 Agenda, akin to an interagency rulemaking supposed to implement Section 956 of Dodd-Frank, which pertains to incentive-based compensation practices at sure monetary establishments which have $1 billion or extra in whole belongings.[15]  The 2024 Agenda merchandise “Conflict Minerals Amendments” proposed pursuant to Section 1502 of Dodd-Frank, which Commissioner Mark Uyeda not too long ago criticized as being ineffective, has been faraway from the 2025 Agenda.[16]  Similarly, “Disclosure of Payments by Resource Extraction Issuers” is not on the Agenda.  However, till official SEC motion or additional SEC employees steering, reporting firms stay topic to the reporting necessities on Form SD that stay in place.[17]

III. TAKEAWAYS & LOOKING AHEAD

The additions to the Spring 2025 Agenda replicate the newly constituted majority Republican Commission’s and Chairman Atkins’s efforts to handle main challenges going through {the marketplace} whereas making an attempt to simplify disclosure necessities to facilitate capital formation and lighten compliance burdens in line with investor safety.  Expect deal with crypto belongings, market construction and a serious shift away from ESG priorities.  Despite containing fewer agenda gadgets than the prior Fall 2024 Agenda, the Agenda stays bold within the scope and breadth of regulatory reforms contemplated.  Chairman Atkins will play an vital position in guiding the SEC employees’s prioritization of Agenda gadgets and the timeliness of the Agenda’s deliverables.

[1] It also needs to be famous {that a} Reg Flex agenda supplies discover to the general public about what future rulemaking is into consideration and isn’t binding upon the Commission, together with with respect to the time frames offered for company motion.

[2] See Chairman Atkins, Statement on the Spring 2025 Regulatory Agenda (Sept. 4, 2025), obtainable here (the Accompanying Statement).  See additionally Chairman Atkins, Opening Statement at Nomination Hearing Before the Senate Banking Committee (Mar. 27, 2025), obtainable here (defining his tenure as a “time to reset priorities and return common sense to the SEC”).

[3] In addition to 3 guidelines within the “prerule” stage, the Spring 2025 Agenda consists of 18 guidelines within the “proposed rule” stage and two guidelines within the “final rule” stage.  This compares to a complete of 30 short-term rulemaking agenda gadgets on the prior Fall 2024 Agenda.  A “prerule” or idea launch solicits public touch upon whether or not or not, or how finest, to provoke a rulemaking.  In distinction, a “proposed rule” implies that the Commission is on the stage by which it should suggest so as to add to or change its current rules and can solicit public touch upon a rule proposal.

[4] This Client Alert focuses on rule proposals related to public firms, however there are different notable additions to the Agenda involving rule proposals out of the Division of Trading and Markets and the Division of Investment Management (together with, out of the Division of Trading and Markets, “Evaluating the Continued Effectiveness of the Consolidated Audit Trail,” “Transfer Agents,” “Publication or Submission of Quotations Without Specified Information,” “Amendments to Broker-Dealer Financial Responsibility and Recordkeeping and Reporting Rules,” “Trade-Through Rule,” “Definition of Dealer” and “Enhanced Oversight for U.S. Government Securities Traded on Alternative Trading Systems,” and out of the Division of Investment Management, “Updates to ‘Small Entity’ Definitions for Purposes of the Regulatory Flexibility Act,” “Amendments to Form N-PORT,” “Amendments to Rule 17a-7 Under the Investment Company Act,” “Amendments to the Custody Rules” and “Customer Identification Programs for Registered Investment Advisers and Exempt Reporting Advisers”).  In addition, out of the Division of Corporation Finance, a previous proposed rule associated to overseas personal issuer eligibility was dropped and altered to an idea launch or prerule, which was issued for discover and remark ending on September 8, 2025.  The Agenda additionally features a idea launch on Regulation AB and the registration and disclosure necessities involving asset-backed securities.

[5] Prior to the publication of the Spring 2025 Agenda, the Commission, by way of Notice, withdrew 14 rulemaking actions.  This withdrawal previewed the deregulatory and coverage shift in focus of the Commission below Chairman Atkins and of the foundations dropped from the Spring 2025 Agenda.  See SEC, Withdrawal of Proposed Regulatory Actions, Release Nos. 33-11377; 34-103247; IA-6885; IC-35635 (June 12, 2025), obtainable here.

[6] The Crypto Task Force, led by Commissioner Hester Peirce, was established on January 21, 2025.  See Press Release, SEC Crypto 2.0: Acting Chairman Uyeda Announces Formation of New Crypto Task Force (Jan. 21, 2025), obtainable here.

[7] Report of the President’s Working Group on Digital Asset Markets, Strengthening American Leadership in Digital Financial Technology (July 30, 2025), obtainable here. 

[8] See Chairman Atkins, American Leadership within the Digital Finance Revolution (July 31, 2025), obtainable here.  In launching Project Crypto, Chairman Atkins previewed that the brand new framework would come with “clear and simple rules of the road for crypto asset distributions, custody, and trading,” with deal with: (i) clarifying the classification of crypto belongings, (ii) modernizing custody necessities for registered intermediaries, (iii) facilitating “super-apps,” (iv) exploring the potential of on-chain software program and (v) following a principles-based method to advertise innovation.  See id.  Related to the classification of crypto belongings and the promotion of innovation, the proposed guidelines notice “potential[]” exemptions and protected harbors to the supply and sale of crypto belongings and the buying and selling of crypto belongings on various buying and selling methods in addition to securities exchanges.

[9] Crypto-related rule proposals embody “Crypto Assets,” “Amendments to the Custody Rules,” “Transfer Agents,” “Crypto Market Structure Amendments” and “Amendments to Broker-Dealer Financial Responsibility and Recordkeeping and Reporting Rules.”

[10] See Accompanying Statement; see additionally Chairman Atkins, Prepared Remarks Before SEC Speaks (May 19, 2025), obtainable here.

[11] In the Accompanying Statement, Chairman Atkins famous, “[i]mportantly, the agenda reflects our withdrawal of a host of items from the last Administration that do not align with the goal that regulation should be smart, effective, and appropriately tailored within the confines of our statutory authority.”

[12] After quite a few challenges to the ultimate local weather rule, together with the SEC’s keep of the rule and subsequent try to withdraw its protection of the foundations, in July 2025, the SEC filed a standing report with the Eighth Circuit, stating that it “does not intend to review or reconsider the [r]ules at this time” and asking the court docket to raise the court-imposed abeyance and rule on the pending challenges.  See Gibson Dunn’s consumer alert, Gibson Dunn ESG: Risk, Litigation, and Reporting Update (June 2025) (July 24, 2025), obtainable right here.  The keep would stay in impact through the pendency of the attraction.

[13] The Commission in January 2025 accredited Nasdaq’s proposal to replace its itemizing guidelines to replicate the Fifth Circuit’s vacatur of the Commission’s 2021 order approving guidelines associated to board range disclosures.  See SEC, Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Repeal Nasdaq’s Board Diversity Listing Requirements, Release No. 34-102281 (Jan. 24, 2025), obtainable here.

[14] For a extra detailed evaluation of SLB 14M, see Gibson Dunn’s consumer alert, SEC Staff Reinstates Traditional Approach to Interpreting the Shareholder Proposal Rule (Feb. 13, 2025), obtainable right here.

[15] In an atypical interagency rulemaking course of, 4 of six federal monetary regulators re-proposed the Section 956 rule on May 6, 2024.  Two of six, the SEC and the Federal Reserve, didn’t be part of within the issuance of the re-proposed rule.  See Department of the Treasury, Federal Deposit Insurance Corporation, Federal Housing Finance Agency and National Credit Union Administration, Incentive-Based Compensation Arrangements (May 6, 2024), obtainable here.

[16] See Commissioner Uyeda, Remarks on the “SEC Speaks” Conference 2025 (May 19, 2025), obtainable here.

[17] See Rules 13p-1 and 13q-1 below the Securities Exchange Act of 1934, as amended.

The following Gibson Dunn legal professionals ready this replace: Mellissa Campbell Duru, Thomas J. Kim, Brian J. Lane, James J. Moloney, Ronald O. Mueller, Geoffrey E. Walter, Andrea Shen, Chris Doherty, and Kevin Mills.

Gibson Dunn’s legal professionals can be found to help with any questions you will have relating to these developments. To be taught extra about these points, please contact the Gibson Dunn lawyer with whom you normally work, or any of the next legal professionals within the agency’s Securities Regulation and Corporate Governance observe group:

Aaron Briggs – San Francisco (+1 415.393.8297, [email protected])
Mellissa Campbell Duru – Washington, D.C. (+1 202.955.8204, [email protected])
Elizabeth Ising – Washington, D.C. (+1 202.955.8287, [email protected])
Thomas J. Kim – Washington, D.C. (+1 202.887.3550, [email protected])
Brian J. Lane – Washington, D.C. (+1 202.887.3646, [email protected])
Julia Lapitskaya – New York (+1 212.351.2354, [email protected])
James J. Moloney – Orange County (+1 949.451.4343, [email protected])
Ronald O. Mueller – Washington, D.C. (+1 202.955.8671, [email protected])
Michael A. Titera – Orange County (+1 949.451.4365, [email protected])
Geoffrey E. Walter – Washington, D.C. (+1 202-887-3749, [email protected])
Lori Zyskowski – New York (+1 212.351.2309, [email protected])

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