Revitalizing America’s Markets At 250, Paul S. Atkins, SEC Chairman - New York Stock Exchange, Dec. 2, 2025

Good morning, ladies and gentlemen. Lynn, let me start by thanking you for your generous introduction and for hosting this event at the Exchange. My thanks as well to the market participants here today. And of course, I am grateful to see my counterparts from across the Administration. Thank you all for being here and for your understanding that the views I express today are in my capacity as Chairman and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners.

There are few places more fitting to consider the future of the American financial system than this one. The New York Stock Exchange is a cathedral of capital markets, replete with the rhythms and rituals that allocate resources toward socially valued uses. Listen closely, and you can hear the hum of human ingenuity that has long echoed within these walls. Echoes that ring loudly around us today.

Step outside these doors, meanwhile, and the neighborhood itself narrates the American story. A short walk in any direction brings you to landmarks like Federal Hall, where Washington took his oath and Congress established the Treasury; to the buttonwood tree under whose ancestor two dozen stockbrokers established the forerunner of this exchange; and to the cobblestone streets that were a cradle of commerce long before Manhattan’s skyscrapers rose above them.

The square mile that surrounds us is less a place than a prologue—an opening chapter in a story that is now ours to continue.

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Of course, in seven months, that story will reach a rare milestone when our Republic marks its 250th year. A quarter millennium ago, a band of revolutionaries declared that rights are neither permissions to be earned nor privileges to be revoked. They claimed the right to govern themselves, yes, but also the right to provide for themselves. To work, to venture, and to prosper off of their own effort. To pursue happiness and property. Indeed, our founders sought agency as much in the halls of power as in the marketplace of ideas.

Anniversaries of this magnitude demand more than ceremony. They ask something of us. They invite us to reflect, of course but no less, to resolve. To ensure that the future that we shape will prove worthy of the legacy that we inherit.

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Allow me, then, to take a few moments to revisit how that legacy began.

Before the United States was a nation, it was an investment.

The first permanent English settlements in this hemisphere were financed through joint-stock enterprises that allowed people to pool together capital and share in the risk and reward of an uncertain venture. The Virginia Company, for example—the first major British securities offering aimed at the Americas—funded the Jamestown settlement through share subscriptions, investors of which anticipated returns through land, trade, and dividends.

Decades later, a similar structure funded the settlement that became this great city, foreshadowing New York’s destiny as the global capital of securities markets. Indeed, what is now modern-day Manhattan originated as a corporate investment project. We have with us this morning a copy of the company’s original stock offering—New Amsterdam’s birth certificate—and a tangible reminder that Manhattan itself was built on the premise that prosperity flows from mobilizing capital toward its most productive uses.

That premise, of course—and the financial system that it engendered—is rooted in still older foundations dating back to the Glorious Revolution, when Parliament wrested arbitrary power from the Crown and established the principle that property rights would be protected, contracts enforced, and the state bound by predictable rules rather than royal whim. Britain became a financial powerhouse by creating the conditions in which markets could flourish. Our founders inherited that worldview and then forged a more perfect union—perhaps none more than Hamilton, across from whose burial site we assemble today.

Hamilton understood that markets, structured properly, can unleash the might of American dynamism as no monarch or government ministry possibly could. After all, a free market is a hallmark of a free people. And as Dr. Ludwig von Mises described so well, “if history could teach us anything, it would be that private property is inextricably linked with civilization.”

So in Federalist 11, Hamilton praises the “adventurous spirit” which animates the “commercial character of America”—“that unequalled spirit of enterprise, which signifies the genius of the American Merchants and Navigators, and which is in itself an inexhaustible mine of national wealth,” and then he heralds its potential to make America the “admiration and envy of the world.”

Hamilton saw in that “adventurous spirit” a precocious young nation whose people could produce their own prosperity. To be sure, he believed that the government must create stable rules, maintain public credit, and reliably enforce contracts. But within that framework, the securities markets would emerge to unlock the most daring mobilization of capital in human history.

The canals that tied the interior to the coasts were financed by state bonds. The railroads that stitched together a continent required investment on a scale that the world had never seen, creating secondary markets, auditing standards, and the modern corporate governance structure in the process. The steel that built our cities, the oil that powered our factories, and the electricity that illuminated our homes were all made possible by domestic and foreign investors willing to stake their capital on an idea of America still in formation.

Of course, we must recognize with humility when we, as a country, failed to uphold some of our most basic founding principles. But by the turn of the twentieth century, millions of Americans owned securities and had a framework for the achievement of their ambitions. Indeed, the wealth accumulated through the financial markets became an accelerant of social mobility.

As the century unfolded, and competing ideologies sought to engineer economic strength from the top down, ours was a model that steadily proved its value on the global stage. The Soviet and communist system of central planning, coercion, mass murder, seizing private property, and suppressing private enterprise, for example, collapsed under the weight of its own contradictions, while the American approach empowered its citizens to innovate, to invest, and to build wealth within predictable and enforceable legal frameworks. To redraw boundaries of the possible by inventing the telephone and the phonograph. The assembly line and the airplane. The semiconductor that made computing ubiquitous. Internet protocols that connected the world and GPS technology that then plotted it. Social media platforms that carry information at the speed of thought. And now, the new frontier of AI that is transforming the way that we live and work.

Across this long sweep of innovation, a pattern emerges with clarity: the great leaps of American life were always produced by a willingness to tolerate and accept risks within a system that rewards those who take them. Our prosperity is no accident of history—nor is our primacy assured in the future. The twentieth century was a triumph of economic freedom over doctrines that sought to constrain it. But principles do not preserve themselves. Freedom is not a relic that we inherit so much as a responsibility that we assume. And in recent years, our regulatory frameworks have veered from the founding ideals that helped the United States to once stand without peer as the world’s destination for public companies.

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For context, Congress, beginning in 1933 with the Securities Act, passed a series of legislation to address the fraudulent and manipulative activity that Wall Street engaged in prior to the crash. Congress’s enactment of the securities laws at the federal level sought to provide more clarity in the markets in the name of rebuilding public confidence in them. After all, markets require trust, and trust requires transparency.

Shortly before the Securities Act became law, President Franklin Roosevelt explained his vision for this seminal statute in a message to Congress.[1] He rejected the idea that the federal government should be a merit regulator, which is the notion that the government approves an offering of securities as sound for public investment because it expects their value to increase. Instead, President Roosevelt sought to protect investors through a disclosure-based regulatory regime—the idea that companies offering securities to the public should provide all the important information about those securities.

In short, the Securities Act preserved the Hamiltonian model by incentivizing capital to flow to opportunity based on the judgment of investors. In the same message to Congress, President Roosevelt explained that “[t]he purpose of the [Securities Act] is to protect the public with the least possible interference with honest business.”

But as the generations passed, the federal government’s natural tendency asserted itself. Rules have multiplied faster than the problems that they were intended to solve—and in its drift away from original congressional intent, the State has sought to substitute its discernment for that of market participants.

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Shortly after I left the SEC as a staff member in the mid-1990s, there were more than 7,000 companies listed on the U.S. exchanges, from small-cap innovators to giants of industry. Yet by the time that I returned as Chairman earlier this year, that number had fallen by roughly 40 percent.

What happened during those decades tells a cautionary tale of regulatory creep. A tale that tells us that the path to public ownership has become narrower, costlier, and overly burdened with rules that often create more friction than benefit.

These trends have eroded American competitiveness; locked average investors out of some of the most dynamic companies; and pushed entrepreneurs to seek capital elsewhere, either in the private markets or on foreign shores.

This decline was not inevitable—nor, is it now irreversible.  While there are many SEC rules and practices that have amassed over the decades and are ripe for reform, perhaps none epitomize regulatory creep more so than the voluminous disclosure requirements contained in the Commission’s rulebook today.

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Over the years, and particularly over the past two decades, special interest groups, politicians, and—at times—the SEC itself have weaponized the disclosure regime that Congress created for our marketplace, in an effort to advance social and political agendas that stray far from the SEC’s mission of facilitating capital formation; protecting investors; and ensuring fair, orderly, and efficient markets.

These decades of accretive rulemakings have produced reams of paperwork that can do more to obscure than to illuminate. Today’s lengthy annual reports and proxy statements impose substantial costs on companies because they consume significant time from boards and management, and require armies of specialized lawyers, accountants, and consultants to prepare. Despite these costs, investors sometimes do not benefit from the information because they struggle to parse and understand it—or find it so intimidating because of the volume and density that they ignore it

One of my priorities as Chairman is to reform the SEC’s disclosure rules with two goals in mind. First, the SEC must root its disclosure requirements in the concept of financial materiality. Second, these requirements must scale with a company’s size and maturity.

With respect to the first goal, the Supreme Court enunciated an objective standard for materiality and explained that information is material if there is a substantial likelihood that a reasonable shareholder would consider it important in making an investment decision.[2] Achieving this goal necessitates restraint and care from both the SEC when it promulgates a rule and from Congress when it directs the Commission to mandate disclosure on a particular subject. Our capital markets thrive not through the volume of disclosures, but the clarity and importance of them to investors. In writing for the Court, Justice Thurgood Marshall cautioned, “[s]ome information is of such dubious significance that insistence on its disclosure may accomplish more harm than good...and if the standard of materiality is unnecessarily low…shareholders [may be buried] in an avalanche of trivial information—a result that is hardly conducive to informed decisionmaking.”[3]

In heeding this warning to avoid information overload for investors, our disclosure regime is most effective when the SEC provides, as FDR advocated, the minimum effective dose of regulation needed to elicit the information that is material to investors, and we allow market forces to drive the disclosure of any additional aspects of their operations that may be beneficial to investors. In contrast, an ineffective disclosure regime would be one where the SEC requires that all companies provide the same information without the ability to tailor the disclosure to their specific circumstances, with the only view that such information should be “consistent and comparable” across companies.

Indeed, even with today’s numerous disclosure requirements, companies still provide additional information, such as non-GAAP numbers or key performance metrics, that are tailored to a company’s business or industry and are driven more by investor demand than the SEC’s rulebook.

When the SEC’s disclosure regime has been hijacked to require information unmoored from materiality, investors do not benefit. In his recent and final Thanksgiving letter to shareholders, Warren Buffett highlighted a prime example of this hazard.[4] Any summary I give cannot do justice to Mr. Buffett’s own words. So, I quote for you the following excerpt from his letter:

During my lifetime, reformers sought to embarrass CEOs by requiring the disclosure of the compensation of the boss compared to what was being paid to the average employee. Proxy statements promptly ballooned to 100-plus pages compared to 20 or less earlier.

But the good intentions didn’t work; instead they backfired. Based on the majority of my observations – the CEO of company “A” looked at his competitor at company “B” and subtly conveyed to his board that he should be worth more. Of course, he also boosted the pay of directors and was careful who he placed on the compensation committee. The new rules produced envy, not moderation.

The ratcheting took on a life of its own.

I share Mr. Buffett’s observations and concerns, which is why earlier this year, the SEC held a roundtable that brought together companies, investors, law firms, and compensation consultants to discuss the current state of the agency’s executive compensation disclosure rules and potential reforms. Somewhat to my surprise, there was universal agreement among the panelists that the length and complexity of executive compensation disclosure have limited its usefulness and insight to investors. We need a re-set of these and other SEC disclosure requirements, and this roundtable was one of the first steps to execute my goal of ensuring that materiality is the north star of the SEC’s disclosure regime.

My other priority with respect to the SEC’s disclosure rules is to scale the requirements with the company’s size and maturity as a public company. Balancing disclosure obligations with a company’s ability to bear the burdens of compliance is particularly important where Congress has directed the SEC to promulgate a disclosure rule whose costs may have a disproportionate impact on some companies. Of course, this approach is hardly a novel concept. The Commission first provided tailored disclosure requirements for smaller public companies in 1992, during my first tour of duty at the SEC as a staff member. Two decades later, Congress, through the bipartisan JOBS Act, gave certain newly public companies an “IPO on-ramp” and permitted them to comply with some of the SEC’s disclosure requirements on a delayed basis.

It is time to revisit these concepts that have proven effective and merit expansion. As part of this effort, the SEC should give strong consideration to the thresholds that separate “large” companies, which are subject to all of the SEC disclosure rules, and “small” companies that are subject to only some of them. The last comprehensive reform to these thresholds took place in 2005. This dereliction of regulatory upkeep has resulted in a company with a public float of as low as $250 million being subject to the same disclosure requirements as a company that is one hundred times its size.

For newly public companies, the SEC should consider building upon the “IPO on-ramp” that Congress established in the JOBS Act. For example, allowing companies to remain on the “on-ramp” for a minimum number of years, rather than forcing them off as soon as the first year after the initial offering, could provide companies with greater certainty and incentivize more IPOs, especially among smaller companies.

American entrepreneurs built the most dynamic economy in history in part by taking their companies public—and sharing the rewards with workers, savers, and investors. That partnership is worth reviving. If we want the next generation of innovators to choose our public markets, we need disclosure that is calibrated for a company’s size and maturity; that is driven by market demands; and to the extent mandated by the SEC, that is rooted in materiality and not whimsical social or political agendas.

Of course, disclosure reform is just one of three pillars of my plan to make IPOs great again. A second pillar involves de-politicizing shareholder meetings and returning their focus to voting on director elections and significant corporate matters. Finally, we must also reform the litigation landscape for securities lawsuits to eliminate frivolous complaints, while maintaining an avenue for shareholders to continue to bring forth meritorious claims. At the SEC, we have been hard at work on executing this plan, and we look forward to soon sharing the progress that is taking shape.

Raising capital through an IPO should not be a privilege reserved for those few “unicorns.” More and more, public investments are concentrated in a handful of companies that are generally in the same one or two industries. Our regulatory framework should provide companies in all stages of their growth and from all industries with the opportunity for an IPO, particularly an IPO that represents a capital raising mechanism for the company, instead of a liquidity event for insiders.

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Now, the reforms that I have just outlined are a worthwhile and necessary beginning. They will help capital flow faster and more freely to its highest and best use, which is to say toward human initiative and ingenuity. And they will help to guide the SEC back to the bedrock pecuniary fundamentals on which our mandate is based.

But these are only the first steps in a broader effort to realign our markets with their most fundamental purpose, which is to place the full measure of American might where it belongs: in the hands of our citizens instead of the regulatory state.

As we look forward to America’s 250th year, let us remember that no nation has ever entrusted so much agency to the individual—and no nation has been so plentifully rewarded for it. And yet, even as the weight of history and evidence affirm this truth, some in our society have come to question whether the capital markets remain the most reliable engine for upward mobility. They presume that the politically prescribed allocation of capital is superior to that of free market forces. They call to “seize the means of production.” They contend, often through artful, alliterative slogans, that decisions made by the government are more efficient and more just than those made by the governed. They ask, “Can capitalism propel people past the circumstances of their birth or background?” Can it reflect our highest values?

I, for one, believe emphatically that it can—and history has proven it. For, at its best, capital is the instrument through which an individual can marshal the resources of a free society in pursuit of shared prosperity. It is the instrument through which we can create value in the lives of others by creating value in our own. Indeed, our markets are a deeply moral enterprise because they are a mutually beneficial one. Because every exchange holds the potential to lift both parties. Because our markets affirm the dignity of the human spirit and liberate its potential to invent, to build, to innovate, and to flourish as no other alternative can.

This is precisely why our work at the Securities and Exchange Commission matters. Because when our capital markets are strong, they amplify that sense of dignity on a global scale. Because no force has lifted more people from poverty, widened more paths to opportunity, or solved more of society’s most intractable problems than capital investments through our capital markets.

In the coming months, we will pursue the reforms that I have discussed today, and several others, with the urgency and care that they command. We will work closely with Congress and the Administration. We will listen carefully to market participants and to investors. And we will proceed steadily with the confidence that comes from standing on sound principles and a clear mandate. But above all, we will proceed with the resolve worthy of a people ever agitating to be prosperous.

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In closing, I believe that our capital markets are more than the mechanisms of finance—they are, at their core, expressions of our national character. A character that has compelled generations of Americans to take risks and to reap the rewards. To innovate endlessly and restlessly. To believe that the future is ours to make. 

So as America’s 250th anniversary approaches, the question before us is not whether our entrepreneurs have the capacity to reinvigorate our capital markets, but whether we, as regulators, have the will.

In this new day at the SEC, and under President Trump’s leadership, I am pleased to report that we do.

Indeed, I am confident that we will preserve the promise of our capital markets for the next quarter millennium and well beyond. I trust that we will summon anew the enterprising spirit that Hamilton divined would be the source of our strength. And I believe that we will ensure that the American story, which began in many ways just steps outside, is preserved not by memory or speeches alone, but by the courage of those who are determined to chart its next chapter.

Thank you very much for your time today. You all have been a patient and indulgent audience. And I look forward to the work ahead of us. Thank you.