Introduction

On September 17, 2025, the U.S. Securities and Exchange Commission (the “Commission”) published a policy statement concerning the inclusion of mandatory arbitration provisions in registration statements for investor claims arising under the federal securities laws. The policy statement marked an important development in the United States’ securities regulatory regime.

For the first time, the Commission directly addressed the role and treatment of mandatory arbitration provisions in registration statements filed under the Securities Act of 1933. In determining that such arbitration provisions will not serve as a basis to grant, deny or otherwise affect the acceleration of registration statements, the Commission’s new approach reflects alignment with established U.S. Supreme Court jurisprudence. It also marks a shift from previous regulatory interpretations that viewed mandatory arbitration with skepticism, at best.

In this alert, we review the context of the Commission’s policy evolution, the Supreme Court precedents that underpin the changed approach, the implications for issuers, investors and others (especially in light of a recent amendment to Delaware law) and the emerging key practical takeaways.

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