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CommentaryCorporate Governance

Turning public companies into private companies: the SEC’s retreat from transparency and accountability

By
Andrew Behar
Andrew Behar
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By
Andrew Behar
Andrew Behar
Down Arrow Button Icon
December 5, 2025, 9:00 AM ET
Paul Atkins
Securities and Exchange Commission Chairman Paul S. Atkins poses for pohotos before ringing the closing bell at the Nasdaq Marketsite on December 02, 2025 in New York City. Michael M. Santiago/Getty Images

In recent remarks at the “Revitalizing America’s Markets” event, SEC Chair Paul Atkins laid out a plan that would fundamentally redefine what it means to be a public company in the United States. He framed it as a plan to “make IPOs great again,” but beneath the rhetoric lies something far more consequential: a shift toward a marketplace where public companies behave like private ones — shielded from disclosure, insulated from shareholder input, and increasingly detached from the long-term health of the broader economy. In essence, it is a move toward absolute control by CEOs and their boards of directors, with little to no accountability to shareholders or regulators. What could go wrong?

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Atkins described three pillars of his new plan: rolling back disclosure requirements, “de-politicizing” shareholder meetings, and significantly curtailing securities litigation. Each of these changes, taken individually, merits serious debate. Taken together, they represent a dramatic shrinking of the public market’s core accountability mechanisms, which made the U.S. the financial capital of the world. This new plan would hollow out the very structures that distinguish public ownership from private capital. Structures that have been in place since the 1934 creation of the SEC to protected investors, markets, and the public interest.

Disclosure: The Foundation of Public Markets

Atkins’ first pillar — rewriting disclosure rules — is framed as modernization. In practice, it amounts to reducing the information investors receive about how public companies operate, assess risk, manage social and environmental issues, treat stakeholders, and position themselves for long-term value creation — or not.

Disclosure is not a bureaucratic burden. It is the price of accessing public capital. It acknowledges the property rights each investor purchases with a share of stock. If companies are allowed to reveal only what they choose, when they choose, and to disclose only what they believe is material, investors cannot make informed capital allocation decisions. Impeding disclosure thwarts the very premise of public markets — that transparency fuels efficiency, competition, innovation, and trust.

Calling for fewer disclosures at a time when global markets require more information about supply-chain resilience, climate risk, artificial intelligence governance, political spending, cybersecurity, and human capital — is a step backward. It privileges short-term corporate flexibility over long-term stability. It moves us toward a world where sophisticated insiders have more information than everyday investors and are allowed to take risk without constraint; where systemic risks grow unseen until they erupt. We’ve seen it many times before.

Reducing disclosure also pushes the U.S. out of alignment with international standards, making American markets less attractive in a world where transparency is a competitive advantage.

Shareholders: Owners or Spectators?

The second pillar — “de-politicizing” shareholder meetings — is framed as restoring focus on director elections and “significant corporate matters.” But shareholder proposals are significant corporate matters. They address risks that are material to investors: energy transitions, climate risk, labor practices, supply-chain disruptions, human rights, data privacy, and political influence spending. These are not fringe issues, they define risk and allow a company to compete effectively – or not. That is why global investors routinely identify shareholder resolutions as central to maintaining long-term financial value.

The push to remove these topics from annual meetings is not a call for “neutrality.” It is an effort to narrow the bounds of shareholder concern and wall off the boardroom from owners who raise uncomfortable but necessary questions. Public companies are not private clubs; they are enterprises owned by millions of Americans through pension funds, 401(k)s, retirement accounts, and mutual funds. This corporate marketplace, where shareholders have the ability to raise issues of financial risk and return, is fundamental to long-term market growth and stability.

De-politicization is a euphemism for de-democratization.

The danger is clear: when shareholders lose meaningful avenues to raise concerns, risks go unaddressed until they become crises — legal, financial, or reputational. Today’s corporate governance system works precisely because shareholders can surface emerging risks early, well before they metastasize. This may inhibit management to a degree, but the tradeoff has worked incredibly well, as our thriving stock market demonstrates.

Litigation: The Last Line of Defense

The third pillar — limiting securities litigation — further weakens the mechanisms that hold public companies accountable. Atkins insists shareholders will retain the ability to bring “meritorious claims,” but such language is cover for weakening standards, shortening deadlines, or raising barriers to class actions. By doing so, the SEC risks making justice inaccessible to the very investors it is meant to protect.

For many Americans, class actions are the only realistic recourse when corporate misconduct wipes out savings. If disclosure declines, shareholder engagement is restricted, and litigation is limited, a perfect storm emerges: fewer warnings, fewer questions, fewer consequences.

A Vision of Public Companies That Replicate Private Company Standards

Atkins’ plan echoes a broader ideological project: to reduce the obligations of public companies until they resemble large private entities — opaque, insulated, and unaccountable except to insiders. The irony is that this will not make IPOs “great again.” It will make them rarer. Investors are already cautious about entering markets where information is incomplete, governance structures are weakened, and legal protections are uncertain.

Capital naturally flows to markets that are transparent, fair, and predictable. Undermining those qualities lowers confidence, increases risk premiums, and ultimately drives well-managed companies and investors elsewhere.

America’s Markets Need Strengthening — Not Shrinking

We should absolutely modernize and enhance the efficiency of our disclosure and governance systems. But modernization should enhance transparency, not diminish it. It should strengthen shareholder voices, not silence them. It should protect investors, not weaken their ability to hold companies accountable.

America’s public markets are a strategic national asset. While diluting transparency, muting shareholders, and limiting recourse might make life easier for executives in the short term — it will make markets more fragile, companies less resilient, and the economy more vulnerable in the long term.

If we want public markets worthy of the 21st century, we need more sunlight, not less.

The opinions expressed in Fortune.com commentary pieces are solely the views of their authors and do not necessarily reflect the opinions and beliefs of Fortune.

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By Andrew Behar
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Andrew Behar is the Board Chair and President of As You Know and the CEO of As You Sow, the nation’s leading non-profit practitioner of shareholder advocacy and engagement. He is on the board of the Responsible Sourcing Network and a member of the XPrize Brain-Trust for Abundant Energy. His book, The Shareholders Action Guide: Unleash Your Hidden Powers to Hold Corporations Accountable, was published in November 2016 by Berrett-Koehler.

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