The U.S. Securities and Exchange Commission published remarks by Chairman Paul S. Atkins at the Texas A&M School of Law Corporate Law Symposium outlining two themes: state corporate law competition, with Texas positioned as a potential alternative domicile to Delaware, and a push to reform the SEC’s corporate disclosure framework by re-centering Regulation S-K on financial materiality and scaling requirements to company size and maturity. On Texas corporate law, Atkins highlighted 2025 changes including Senate Bill 29, which limits fee recoveries in litigation that results only in additional or amended disclosures regardless of materiality, and gives companies greater control over dispute resolution by allowing exclusive Texas-court forums for internal affairs claims and jury-trial waivers. He also raised fee shifting and arbitration as potential further tools, and pointed to the Commission’s September 2025 decision, by a three-to-one vote, to clarify that mandatory arbitration provisions are not inconsistent with the federal securities laws and to end an unwritten practice of blocking IPO effectiveness for issuers that included such provisions; he contrasted this with Delaware’s prohibition on mandatory arbitration for federal securities law claims. On disclosure reform, he said he has instructed SEC staff to explore changes starting with executive compensation disclosure under Item 402, including reconsidering the number of executives covered, simplifying pay-versus-performance disclosure, and modernizing treatment of executive security as a perk. He also questioned “comply or explain” governance disclosures and other requirements he characterized as impractical, and invited ideas to reduce the length of risk factor disclosure, including approaches that would separate broadly applicable risks from company-specific disclosures or provide a safe harbor from liability tied to widely publicized, economy-wide events. The SEC is accepting written comments on these topics, and he anticipated that Texas could consider additional corporate law changes in its next legislative session.
U.S. Securities & Exchange Commission 2026-02-17
U.S. Securities and Exchange Commission Chairman Atkins directs staff to explore Regulation S-K disclosure reforms and highlights Texas moves to deter shareholder litigation
SEC Chairman Paul S. Atkins, at Texas A&M's Corporate Law Symposium, discussed Texas as an alternative to Delaware and proposed SEC corporate disclosure reforms. He highlighted Texas's 2025 legislative changes, including Senate Bill 29, and the SEC's decision to allow mandatory arbitration provisions. Atkins also instructed SEC staff to explore changes to executive compensation and risk factor disclosures, inviting public comments.