Oct 4, 2026 · 35 min
Listen from 1:30
Listen at 1:30
SEC proposal could widen America’s disclosure gap
Quarterly Earnings Reports May Be Over Soon. Is That Bad News For Investors?
Replacing quarterly reports with semiannual filings could reshape how investors detect bad news, price risk, and judge corporate performance.
- 1The SEC proposal would let companies replace three annual Form 10-Q filings with two reports plus an annual filing.
- 2Less mandatory disclosure could leave investors with longer information gaps, increasing uncertainty, borrowing costs, and insider-trading risks.
- 3Marc Steinberg expects the current SEC to adopt the proposal despite overwhelming opposition in public comment letters.
Don't miss
Marc Steinberg argues that longer gaps before mandatory disclosure could give insiders more opportunity to trade on material nonpublic information.
The brief
Rising Treasury yields and delayed AI-company IPOs frame a broader question: is the technology boom cooling, or is the IPO market losing momentum?
Miriam Gottfried and Jonathan Weil then turn to the SEC proposal allowing public companies to replace quarterly reporting with semiannual filings.
Marc Steinberg, a securities-law professor and former SEC enforcement attorney, argues that fewer mandatory disclosures could widen information gaps and weaken investor protection.
The discussion examines Form 8-K’s limited disclosure triggers, comparing the U.S. framework with faster material-information rules in Europe and Australia.
Steinberg’s sharpest warning is that longer gaps before disclosure could give insiders and others with material nonpublic information more opportunity to trade.
Despite overwhelming opposition in SEC comment letters, Steinberg predicts the current commission will largely adopt the rule as proposed.
What was said on this episode
24 statements · 4 positive · 18 negative · 2 mixed
Rising Treasury yields increase borrowing costs across companies and individuals.
“this is going to increase borrowing costs for everybody, for public companies, for private companies, for individuals, for mortgage rates.”
Listen at 1:00
Soaring interest rates partly reflect a booming economy.
“the soaring rates are a reflection of a booming economy”
Listen at 2:12
Anthropic may delay its IPO beyond November.
“We don't know if Anthropic will delay its IPO further.”
Listen at 4:47
Anthropic’s pre-filing prospectus leak was highly unusual historically.
“To see a prospectus leak entirely before it's filed publicly, I can't remember having seen anything like that before.”
Listen at 6:40
Anthropic may go public in November.
“It's possible still that Anthropic goes public in November, which has been the latest timetable.”
Listen at 7:35
Oura’s claimed demand was likely insufficient at its intended offering price.
“if it was that strong and at that price, then they probably would've done the offering.”
Listen at 7:56
Oura management’s public demand comments were unusual.
“I thought it was a bit unusual to see those types of comments from management.”
Listen at 8:04
The current SEC prioritizes capital formation over investor protection.
“this particular commission is not focused primarily on investor protection. It's focused primarily on facilitating capital formation.”
Listen at 11:11
Semiannual reporting would produce minimal cost savings.
“The cost savings are minimal, as shown by the Commission's own studies.”
Listen at 13:10
Restricting private-offering rules would push large private companies toward public markets.
“if the private offering rules are made more restrictive, this will induce these larger companies to go into the public markets”
Listen at 14:06
About 99% of SEC comment letters opposed the reporting proposal.
“the vast, vast, vast majority of the comment letters that the SEC has received literally, what, hundreds of thousands of them. They oppose this proposal by what, 99%? 99 to 1, if not more.”
Listen at 15:45
Voluntary disclosure can let companies delay material news for several months.
“With voluntary disclosure, unless an item falls within the Form 8-K, which often it does not, a company can delay disclosure for several months.”
Listen at 17:21
U.S. companies generally need not disclose events outside Form 8-K until periodic filings.
“unless a disclosure event falls into the 8-K laundry list, There's no duty to disclose that information generally until the next quarterly filing”
Listen at 18:04
Semiannual reporting should be paired with broader Form 8-K material-information disclosure.
“what it must do is to amend the Form 8-K to require the disclosure of all material information unless justifiable business reason exists otherwise”
Listen at 19:59
Semiannual reporting would enlarge gaps allowing companies to withhold material information longer.
“what this proposal will do is that it will exacerbate this black hole. It will make it larger where companies can keep material information silent for prolonged periods of time”
Listen at 21:52
Reduced transparency could raise companies’ borrowing premiums.
“credit will be extended, that debt can be issued, but it may well be viewed as less favorable to investors because of the higher risk due to the lack of transparency, thereby calling for higher premiums to be paid by the company”
Listen at 23:39
Most large public companies are unlikely to adopt semiannual reporting initially.
“I would be surprised that a majority of the companies, or even a large percentage less than a majority, would go to semiannual reporting.”
Listen at 25:10
Competitive pressure could eventually lead many companies to adopt semiannual reporting.
“that, I think, is the risk that will develop that may cause a good number of these companies, perhaps a majority, it's possible, to, in a matter of time over the course of years, go to semiannual reporting.”
Listen at 25:43
Less frequent reporting would increase opportunities for insider trading.
“this will give insiders and others privy to material nonpublic information greater access and opportunity to engage in this type of illegality.”
Listen at 26:59
The SEC will likely adopt the quarterly-reporting rule largely as proposed.
“we will see the rule largely adopted as proposed.”
Listen at 28:40
Courts may invalidate the rule if the SEC adopts it.
“we may well have a decision by the US Court of Appeals, which may go up to the US Supreme Court, that invalidates this rule proposal if it in fact is adopted.”
Listen at 29:54
The current SEC administration represents an unprecedented assault on investor protection.
“There has been never anything in the history of the SEC with an assault on investor protection as with its current administration.”
Listen at 30:36
The SEC’s deregulatory agenda risks severe damage to markets and investor protection.
“the Commission is taking real, real risks on causing severe damage to the U.S. capital markets, to investor protection”
Listen at 32:51
SEC deregulation could cause financial crises, fraud, and major investor losses.
“there is a real risk, I believe, that we are going to have grave financial fallout, financial crisis, financial frauds, investors losing huge amounts of money”
Listen at 33:27
Statements are attributed to the speaker as said on the episode and reflect their view at the time, not PodLume's. They are not advice.