Call for CommentsSEC Proposes Semiannual Reporting Option-On May 5th the SEC formally proposed a new rule that would allow U.S. exchange-listed public companies to choose to report earnings semiannually or to continue to report quarterly (10K). Marking this the most significant potential shift in corporate disclosure practices in decades, the SEC is framing it as a burden-reduction measure for issuers. In its press release, SEC Chairman Paul S. Atkins said that allowing companies to elect semiannual reporting could reduce regulatory rigidity while preserving access to material information. Over 300 comment letters already have been submitted to the SEC since the comment period opened. At this early point, overall comments are strongly trending against the proposal, especially expressed by individual investors, investor advocates, major asset managers, hedge funds, governance experts, and retail‑investor groups. These groups argue that the rule would weaken transparency, widen information asymmetry, and impair price discovery. Critics say less frequent reporting would make it harder to detect fraud or financial deterioration, ultimately harming market integrity. Standing with the opposition are many financial institutions and other stakeholders concerned that moving to semiannual reporting could reduce their ability to compare financial performance across peers and hamper trend analysis. The SEC says the proposed rule is designed to give issuers greater flexibility in tailoring reporting frequency to their business needs and investor expectations, and that it would reduce compliance costs, ease short‑term market pressures, and make public listings more attractive for smaller companies. Reducing costs is very attractive to smaller companies. But those companies strive to grow, get or maintain research analyst coverage and attract institutional investors. However, less frequent disclosure reduces the regular signals research analysts use to monitor performance, potentially making small companies less attractive coverage targets. Additionally, as noted by the SEC, companies that opt-in for semiannual reporting may determine that they need to fill the gap by issuing more 8Ks, publishing quarterly earnings releases, hosting calls, and generally increasing investor relations, thereby offsetting some of the savings. The SEC is also proposing amendments to Regulation S‑X that would align financial‑statement requirements with the new option and streamline existing interim reporting rules. With over a month remaining in the 60-day comment period, it is anticipated that more public companies will weigh in as the deadline nears. Anyone wishing to submit feedback, arguments, or data regarding the transition can submit formal comments under File Number S7-2026-15 on or before the July 6, 2026 deadline. To view the proposed SEC rule in full see: https://www.sec.gov/files/rules/proposed/2026/33-11414.pdf To view a FACT Sheet on the proposed rule see: https://www.sec.gov/files/33-11414-fact-sheet.pdf To view the comment letters AND to comment on the proposed rule see: https://www.sec.gov/rules-regulations/public-comments/s7-2026-15 Easier & CheaperSEC Proposes Major Reform to Reverse Public Co DeclinesThe SEC on May 19 proposed a sweeping package of reforms aimed at reversing the long‑term decline in the number of U.S. public companies, unveiling measures designed to make it easier and cheaper for businesses to enter and remain in the equity markets. The proposals, targeting both registered offerings and public company reporting, represent one of the most significant modernization efforts in decades and come as the SEC pushes a broader agenda to expand participation in U.S. capital markets. At the center of the package is a major overhaul of the registered offering framework. The SEC plans to expand access to shelf registrations, streamline Form S‑1 filings, and extend offering communication flexibilities long reserved for well‑known seasoned issuers. Broker‑dealer research coverage would broaden, and state securities registration requirements would be preempted for all registered offerings; changes aimed at reducing friction in multi‑state capital raises and accelerating deal execution. A second proposal would recalibrate filer status and disclosure obligations, with a major change being the elimination of SOX 404(b) auditor attestation of internal controls requirements for all but the largest public companies. The proposal changes the threshold to qualify as a Large Accelerated Filer (LAF) from the current $700 million to $2 billion in public float. A company could 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. Companies falling below that $2 billion public float threshold would be classified as Non-Accelerated Filers (NAFs) and would be exempt from the audit requirements of section 404(b). It is estimated that approximately 81% of public companies will fall into the NAF category. In addition, the smallest of these issuers would gain additional time to file annual and quarterly reports. Currently, the requirement to obtain an auditor’s attestation on a company’s internal control over financial reporting applies to large accelerated filers, accelerated filers, and certain smaller reporting companies (that are also accelerated filers and not also emerging growth companies), but not to non-accelerated filers or emerging growth companies. These reforms are being introduced as the SEC simultaneously advances optional semiannual reporting and prepares a pilot program for tokenized securities; moves that collectively signal an effort to modernize U.S. market infrastructure and make public listings more attractive. Public comments will remain open for 60 days following publication in the Federal Register. For more information see: Fact sheet on Registered Offering Reform: https://www.sec.gov/files/33-11418-fact-sheet.pdf Fact sheet on Public Company Reporting Framework: https://www.sec.gov/files/33-11419-fact-sheet.pdf Ready to LaunchSEC to Open Pilot Framework for Tokenized Stock TradingThe SEC is expected to roll out a regulatory framework known as the “innovation exemption” for tokenized stock trading. This framework establishes a time-limited, experimental structure allowing platforms to test blockchain-based securities. KEY POINTS
This framework marks the most significant U.S. step toward on‑chain equities, and it arrives as Congress advances the CLARITY Act. Regardless of the CLARITY Act’s fate in Congress, the SEC’s move signals regulators are preparing for an on‑chain future already taking shape in financial markets. To view the SEC’s January 2026 Statement on proposed tokenization of securities see: ____________________________________________________________________ WEINBERG NEWSFirm Managing Partner Again Recognized as Top 100 AccountantFor the fifth consecutive year Weinberg Managing Partner Corey Fischer has been named a “Top 100 Accountant” by the Los Angeles Business Journal (LABJ). The LABJ, in partnership with the California Society of CPAs (CalCPA), annually publishes the Top 100 Accountants list. This program highlights the most outstanding financial stewards, CPAs, and advisory leaders shaping business, auditing, and corporate finance. Honorees are chosen for their exceptional technical expertise, impact on the business community, and leadership within the accounting profession. Under Corey’s leadership, Weinberg’s technical excellence throughout the Audit Practice has been repeatedly validated by stellar PCAOB inspection reports.The latest PCAOB inspection report found NO Deficiencies, placing the firm well above its competitors in terms of audit quality. In addition to the Los Angeles Business Journal, Corey has been recognized in the Los Angeles Times Studios‘ Banking & Finance Visionaries 2024, 2025 and 2026 editions which highlight the region’s financial sector leadership. “Although I represent our firm, these recognitions are shared with everyone at Weinberg,” said Corey. “It’s thanks to their expertise and dedication to performing quality work for our clients that elevates the Weinberg name.” |
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