Tamara Brightwell, Amy Simmerman, and Ignacio Salceda are Partners at Wilson Sonsini Goodrich & Rosati. This post is based on a Wilson Sonsini memorandum by Ms. Brightwell, Ms. Simmerman, Mr. Salceda, Brad Sorrels, Caz Hashemi, and Michael Nordtvedt.
On September 17, 2025, the U.S. Securities and Exchange Commission (SEC or Commission) approved a Policy Statement clarifying the SEC’s position on accelerating the effective date of registration statements for the offer and sale of securities under the Securities Act filed by companies that have mandatory arbitration provisions in their governing documents. The Policy Statement represents a significant development in the SEC’s approach to filings by companies with mandatory arbitration provisions applicable to claims under the federal securities laws—and potentially other governance claims as well. The Policy Statement also comes at a time of growing debate over the proper role of stockholder litigation as a policy matter and the optimal approach to such matters under state corporate law.
A familiar concern among policymakers is the shrinking number of U.S. publicly traded companies. For instance, SEC Commissioner Hester Peirce recently highlighted that the number of listed firms has fallen from approximately 8,000 in 1996 to around 4,200 in mid-2022. Increasing the supply of public companies has been a bipartisan policy objective.
