Chapter 1 — Before the Details: Trends and Priorities

1.1 Overview

The global business landscape continues to evolve at a rapid pace. After years of increasing interest rates and inflation, these trends have begun to moderate. However, other factors such as global trade tensions and the transformative effects of generative artificial intelligence (AI) are dominating headlines and influencing world markets. At the same time, with the change of presidential administration, the SEC is charting a new course for rulemaking and priorities under Chair Paul Atkins, who replaced former Chair Gary Gensler and was sworn in on April 21, 2025.

In terms of priorities, the SEC’s current regulatory agenda (the “RegFlex Agenda”), which is part of the Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions issued by the Office of Management and Budget’s Office of Information and Regulatory Affairs, provides insights into where the SEC might focus. In his statement announcing the RegFlex Agenda, Chair Atkins noted that “[t]he items on the agenda represent the Commission’s renewed focus on supporting innovation, capital formation, market efficiency, and investor protection.” The agenda’s areas of focus include:

Facilitating capital formation and reducing compliance burden — Current SEC leadership has emphasized that it is evaluating opportunities to ease the regulatory burden on small companies and companies in the initial public offering (IPO) process, including by:
- Enhancing draft registration statement accommodations, reviewing the definition of an emerging growth company (EGC) and the duration of EGC status, and considering scaled disclosure requirements for public companies.
- Issuing a concept release on foreign private issuer (FPI) eligibility and holding a roundtable to solicit input on the FPI regime and how to balance the objectives of attracting foreign companies to U.S. markets, providing investors with material information, and ensuring that U.S. companies are not competitively disadvantaged.
- Committing to undertake rulemaking to transition from quarterly reporting to semiannual reporting in accordance with a request from President Trump. Although the ultimate outcome of this rule change is unknown, we believe that many companies may maintain a quarterly reporting cadence because of investor expectations.
- Planning a rule proposal to “rationalize disclosure practices to facilitate material disclosure by companies and shareholders’ access to that information.”
Establishing a comprehensive regulatory framework for crypto assets — In his May 2025 keynote address at the Crypto Task Force Roundtable on Tokenization, Chair Atkins stated, in part, “A key priority of my Chairmanship will be to develop a rational regulatory framework for crypto asset markets that establishes clear rules of the road . . . while continuing to discourage bad actors from violating the law.” To this end, under new leadership, the SEC:
- Issued Staff Accounting Bulletin (SAB) No. 122 in January 2025 to rescind SAB 121, which contained interpretive guidance related to accounting for obligations to safeguard crypto assets held for platform users. For more information about SAB 122, see Deloitte’s January 27, 2025, Heads Up.
- Formed a crypto task force led by Commissioner Hester Peirce. As stated in the press release announcing the task force, the crypto task force is “dedicated to developing a comprehensive and clear regulatory framework for crypto assets.” In addition, in February 2025, Commissioner Peirce issued a statement seeking public input on the development of a regulatory framework for crypto assets.
- Provided guidance, through statements from the SEC staff, on topics related to crypto assets, including meme coins, certain stablecoins, crypto mining, protocol staking, and liquid staking.
- Shared the SEC staff’s views on the application of certain disclosure requirements for (1) offerings and registrations of securities in the crypto asset markets and (2) issuers of crypto asset exchange-traded products.
Revisiting actions of the prior administration — Chair Atkins has emphasized that he is examining actions by the former SEC leadership, noting upon the release of the RegFlex Agenda that this agenda reflects the removal of a number of items pending from the last administration that do not align with the SEC’s current priorities. Accordingly, the SEC is likely to consider revising or rescinding the rule on climate-related disclosures that is currently stayed. Although the SEC withdrew its defense of the rule in litigation before the U.S. Court of Appeals for the Eighth Circuit, the court ordered the case paused until the rule is “repealed, modified, or defended in litigation.”

Beyond broader SEC rulemaking priorities, emerging market issues often influence comment letter trends as well. This year, AI and global trade issues were pervasive:

AI — Many registrants have included disclosures about AI in their SEC filings. These disclosures have largely focused on (1) AI regulation such as the EU Artificial Intelligence Act; (2) increased cybersecurity threats fueled by AI; and (3) market competition, innovation, and disruption from AI. The SEC staff has cautioned against the potential for “AI washing” (i.e., making unfounded AI-related claims), emphasizing that companies should have a basis for any claims they disclose about AI. The staff has also encouraged companies with material AI risks to consider disclosing information about AI risk management and corporate governance policies.
Global trade issues — The macroeconomic landscape has been changing rapidly in response to increased global trade tensions associated with the implementation of new tariffs, affecting various industries and market dynamics. Registrants have disclosed, primarily in the risk factors section, that these tariffs are likely to affect their cost structures, their profitability, and consumer demand and that they may need to make strategic adjustments to avoid potential issues with global supply chains. Further, many registrants have disclosed that these tariffs, along with retaliatory tariffs and related regulations and restrictions, may lead to increased volatility in operating costs and sales margins. Although we have not yet seen SEC staff comments to registrants on these disclosures, we expect such disclosures to remain an area of focus for companies and investors alike.

To help the SEC meet its responsibilities under the Sarbanes-Oxley Act, the SEC’s Division of Corporation Finance (the “Division”) continues to selectively review documents filed by registrants under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). Under the Division’s filing review process, the Division performs some level of review of each registrant at least once every three years (referred to as a “filing review”). However, many registrants are reviewed more frequently, and they may or may not receive a comment letter from the Division.

The comment letter trends and statistics discussed in this edition1 are generated from an analysis of the comment letters issued by the Division in connection with its filing reviews of Forms 10-K and 10-Q (and any amendments to those respective forms). Filing reviews that resulted in one or more comment letters are referred to herein as “reviews with comment letters” or simply “reviews.”

Footnotes

Unless noted otherwise, comment letter trend information in the 2025 edition of this publication:

Was derived from data provided by Audit Analytics.
Is related to reviews conducted by the Division of Forms 10-K, 10-K/A, 10-Q, and 10-Q/A (which are referred to generally as “filings”).
Is based on SEC uploads (i.e., comment letters that the SEC issued to registrants) and does not include registrant responses.
Does not include the SEC’s “closing letter” communicating that its review is complete.
Includes only information related to reviews that have been closed and subsequently posted to EDGAR. Accordingly, the statistics presented in the tables and charts below may be affected by reviews that are still ongoing or have recently been closed.
Pertains to 12-month periods ended July 31 (“review years”).
May be different upon comparisons with the 2024 edition of this publication because additional 2024 reviews were closed and posted to EDGAR after that edition was issued. Information in this publication is based on comment letters that were closed (i.e., the SEC issued a closing letter to the registrant) within the corresponding 12-month period ended July 31.