A new day at the SEC: Atkins releases regulatory priorities

Congress is back from August recess with a packed agenda. Much of the discussion will center on funding the government in advance of the September 30 deadline, but efforts to facilitate capital formation, expand investor access, and provide regulatory clarity to the crypto industry will dominate the broader policy agenda in both Congress and at the SEC.

This week, the SEC released its Spring 2025 regulatory agenda, which reflects the agency’s policy priorities and anticipated regulatory actions over the next year. This is the first agenda released under Chairman Paul Atkins and focuses on efforts to lower barriers to raising capital in public and private markets, expand investor access, and provide clarity and certainty to the crypto market—a sharp pivot from the posture of the prior administration.

Promoting access to capital 

Capital formation is a central priority for the Atkins SEC. The agenda includes initiatives designed to bolster private markets while also lowering the burdens for companies seeking to go (and remain) public.

• Exempt offerings: The Commission is expected to consider ways to simplify how companies raise and invest in private capital, which could include expanding accredited investor pathways, improving the crowdfunding framework, and building on guidance to make Rule 506(c) general solicitation more usable for companies and funds to raise capital. Many of these workstreams launched under Commissioner Mark Uyeda during his tenure as acting chair.

• Reducing barriers to raise capital in public markets: To encourage more companies to access the public markets, the SEC is considering steps to lower burdens and streamline compliance. Potential measures include modernizing the shelf registration process, expanding accommodations for emerging growth companies (EGCs), and simplifying filer status categories. 

• Disclosure practices: The SEC is expected to review public company disclosures with an eye toward materiality, which could make being public more attractive and sustainable for issuers.

What to expect: Capital formation will be a priority, but it will likely be a lengthy process. Most of these rules will go through the SEC’s Division of Corporation Finance, as will many of the other agenda priorities (crypto, proxy reform). Combined with staff attrition and reduced headcount, bandwidth challenges are likely inevitable. The administration has also signaled more involvement in the rulemaking process, which could add an additional layer of review and slow the process. Engagement—and bipartisan congressional support—could help with respect to prioritization.

Congressional capital formation efforts. Capital formation efforts will also be a key theme on Capitol Hill this fall. Both the House and Senate are moving forward with legislative proposals aimed at expanding capital access and increasing private market investment opportunities.

• House: The House is preparing to move a package of bipartisan measures advanced by the House Financial Services Committee earlier this summer, including:

  • The DEAL Act—Expands the ability for venture capital funds to make fund-of-fund and secondary investments without SEC registration. This change could help drive more capital into emerging markets and increase liquidity, facilitating greater value realization and recycling more capital into the ecosystem to support new company formation.

  • The ICAN Act—Raises the size and investor limits for qualifying venture capital funds. This change could help smaller funds to reach more investors and foster the development of more localized networks, providing greater access to capital for entrepreneurs in underserved regions.

  • Accredited investor modernization—Proposals to codify the current wealth and income thresholds and expand pathways to qualify beyond financial metrics, including through education and examinations.

• Senate: The Senate Banking Committee is also turning its focus to capital formation, building off efforts last Congress led by Chairman Tim Scott. Bipartisanship will be key to advancing these priorities, and a strong vote in the House will make it easier to build that momentum in the Senate. Carta will continue working with our coalition partners and the broader ecosystem to that end.

Expanding investor access

Chairman Atkins is also focused on expanding investor access to private market opportunities. In addition to modernizing the accredited investor standard, the SEC is advancing initiatives to enable more retail exposure to private funds through registered vehicles and retirement accounts.

• Structured access through registered funds: The SEC reversal of longstanding staff guidance now permits closed-end funds (CEFs) to invest in private funds without respect to investment minimums or accredited investor status. This opens the door for more investors to benefit from private market exposure while maintaining important investor protections offered by registered fund vehicles, including robust disclosures related to the costs, strategies, and risks of private fund investing.

• Unlocking retirement: President Trump’s recent executive order directs the Department of Labor and the SEC to provide clarity around fiduciary standards and operational mechanics that would enable plan fiduciaries to offer exposure to private assets through target-date or professionally managed portfolios. While technically not prohibited under ERISA, plan fiduciaries have avoided such allocations despite the potential for higher net risk-adjusted returns due to litigation risk tied to fees, illiquidity, and transparency concerns. Some retirement plan providers have begun pursuing private market offerings for their plan participants; however, the EO and resulting policy shifts will open this market even further, creating a significant source of long-term capital for private markets.

What to watch: Retail investors will have more exposure to private capital investments through their 401(k)s and registered investment products. But as retail participation increases, so does the need for clear, consistent disclosures and education around private fund operations. Expanded access will necessitate a shift toward increased transparency, which will drive more frequent valuations, faster reporting, and enhanced disclosures around risk, liquidity, and conflicts. Technology will be key to both enabling operational scale and increasing transparency. While the Commission is adopting a more deregulatory stance overall, expect scrutiny to continue in areas tied to retail exposure in these areas. 

Crypto clarity remains a top priority 

Crypto has dominated much of the SEC activity to date, and will continue to do so from a rulemaking perspective. Chairman Atkins has embraced tokenization as transformative innovation capable of bringing more efficiency and certainty to both public and private markets. Following the release of the administration’s digital asset report, Chairman Atkins outlined Project Crypto—the SEC’s strategy to realign securities regulation with digital innovation and enable financial markets to move on-chain. These efforts are reflected in the rulemaking agenda, with actions planned to formalize rules related to token issuance, tokenization, trading, and custody. While the Commission works to amend its rules to accommodate crypto, the agency will continue to issue guidance and potential exemptive relief to support the development of a tokenized securities ecosystem and facilitate trading, including joint workstreams announced with the CFTC this week. 

Why it matters: Project Crypto signals a fundamental shift in how the SEC approaches digital asset regulation, moving from an enforcement-first posture to a rules-based framework designed to integrate crypto into the broader U.S. financial system. By providing clear rules and regulatory pathways for DeFi and tokenized markets, the SEC is laying the groundwork for mainstream adoption of blockchain-based finance. But as the agency and Congress pursue a market structure framework for digital assets, expect increasing pushback from traditional players who view more token-friendly rules as a threat to their incumbent business models. 

The opportunity

We are at an inflection point where policy and innovation are converging to reshape the infrastructure of capital markets. The boundaries between public and private markets are blurring, new investor classes are gaining access, and technology is changing the infrastructure on which they operate. The SEC is open for business, and there is a real opportunity to shape the future of private capital in a way that not only bolsters the ecosystem but also broadens it in a more responsible and sustainable manner. Engagement will be critical, and Carta will continue to drive these priorities. 

Please reach out if you would like to get involved in these efforts.

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