Section 8(a) of the Securities Act of 1933 (Securities Act) provides that a Securities Act registration
summary
The SEC issued a policy statement clarifying that mandatory arbitration provisions will not impede the acceleration of registration statement effectiveness, streamlining the regulatory process.
paragraph
The SEC issued a policy statement on September 17, 2025, to clarify how mandatory arbitration provisions affect registration statement acceleration. The Commission determined that these provisions do not override the Federal Arbitration Act or conflict with investor protection standards. Additionally, the SEC amended its Rules of Practice to eliminate automatic stays on delegated actions like declaring registration statements effective.
narrative
On September 17, 2025, the SEC issued a policy statement clarifying that mandatory arbitration provisions in registration statements will not impact the acceleration of their effectiveness. This decision aligns with Supreme Court jurisprudence regarding the Federal Arbitration Act, ensuring that such provisions do not override federal securities statutes. Instead of focusing on the arbitration clause itself, the SEC staff will prioritize the adequacy of disclosures related to the provision. Furthermore, the Commission amended its Rules of Practice to remove automatic stays on delegated actions, such as declaring registration statements effective and qualifying Regulation A offering statements. These changes aim to reduce regulatory disruption and provide greater predictability for market participants. The outcome is a more streamlined registration process that emphasizes disclosure over arbitration structure.
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Statutes
Section 8(a) of the Securities Act
Parties
policy statementSecurities and Exchange CommissionSupreme Court
Keywords
registration statementregistrationstatementsecuritiesmandatory arbitrationarbitrationcommissioneffective datearbitration provisionissuer-investor mandatorypolicy statementmandatoryeffectiveprovisionregistration statements
Extracted insights
Entities 3
- person policy statement
- agency Securities and Exchange Commission
- organization Supreme Court
Triples 4
- SEC issued policy statement on Sept. 17, 2025
- Policy Statement concludes federal securities statutes do not override FAA
- Staff will focus adequacy of the registration statement’s disclosures, including arbitration provision
- SEC amended Rules of Practice to add actions by delegated authority without automatic stay
PDF
Text layers
Extracted body text (5,124c)
Warning: TT: undefined function: 21
FACT SHEET
Effectiveness of
Registration Statements with
Mandatory Arbitration Provisions
U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2
Background
Section 8(a) of the Securities Act of 1933 (Securities Act) provides that a Securities Act registration
statement becomes effective automatically 20 calendar days after it is filed. Securities Act Rule 473(a)
permits an issuer to include a “delaying amendment” on the front page of a registration statement to
extend the effective date to: (1) 20 calendar days after the issuer complies with Rule 473(b); or (2) an
indefinite period that will end when the Commission grants the issuer’s request to accelerate the
effective date of the registration statement.
The staff, acting pursuant to its delegated authority, will accelerate the effective date of a registration
statement if it meets the criteria under section 8(a) and Rule 461. These criteria are primarily focused
on ensuring complete and adequate disclosure of material information to the public and require
consideration of “the public interest and the protection of investors.” The Commission has not
previously publicly spoken on how these criteria apply in considering acceleration of a registration
statement that includes a mandatory arbitration provision for investor claims arising under the federal
securities laws (issuer-investor mandatory arbitration provision).
During the registration process, issuers have periodically asked whether an issuer-investor mandatory
arbitration provision would impact the acceleration of the effectiveness of their registration statement.
This policy statement provides the Commission’s view that, based on the Supreme Court’s current
interpretation and application of the Federal Arbitration Act (FAA), the existence of such a provision
will not impact determinations whether to accelerate the effective date of a registration statement.
Policy Statement
After considering the Supreme Court’s jurisprudence relating to the FAA and analyzing case-law
involving the intersection of the FAA and federal statutes, this policy statement concludes that, in the
context of issuer-investor mandatory arbitration provisions, the federal securities statutes do not
override the FAA’s policy favoring arbitration. Because the federal securities statutes do not override
the FAA when it applies to an issuer-investor mandatory arbitration provision, the existence of such a
On Sept. 17, 2025, the Securities and Exchange Commission (SEC) issued a policy statement
to inform the public that the presence of a provision requiring arbitration of investor claims arising
under the federal securities statutes will not impact decisions regarding whether to accelerate
the effectiveness of a registration statement. Accordingly, when making such decisions, the staff
will focus on the adequacy of the registration statement’s disclosures, including disclosure
regarding the arbitration provision.
Additionally, the SEC amended its Rules of Practice to add to the list of actions by delegated
authority for which there will no longer be an automatic stay when a delegated action is reviewed
by the Commission, including the acceleration of a registration statement’s effectiveness and
qualification of an offering statement under Regulation A.
FACT SHEET | Registration Statements of Issuers with Certain Mandatory Arbitration Provisions
U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 2 OF 2
provision may not be considered under section 8(a)’s public interest and investor protection standard
for accelerating registration statements and will not impact determinations whether to accelerate the
effective date of a registration statement. When considering acceleration requests pursuant to section
8(a) and Rule 461, the staff will focus on the adequacy of the registration statement’s disclosures,
including disclosure regarding issuer-investor mandatory arbitration provisions.
Rules of Practice
The Commission also amended its Rules of Practice. These amendments expand the list of actions
made by delegated authority for which there will be no automatic stay when a delegated action is
reviewed by the Commission to include declaring registration statements effective and qualifying
offering statements. An automatic stay of the staff’s determination is unnecessary and disruptive to the
registration or qualification process. These amendments will provide issuers, investors, and other
market participants with greater predictability and certainty in the registration or qualification process.
What’s Next?
This policy statement and the amendments to the Rules of Practice will be effective upon
publication in the Federal Register.
Additional Information:
Visit sec.gov to find for more information about the adopted amendments and the full text of the final rules. OCR text (5,130c · tika · 95% conf)
FACT SHEET
Effectiveness of
Registration Statements with
Mandatory Arbitration Provisions
U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2
Background
Section 8(a) of the Securities Act of 1933 (Securities Act) provides that a Securities Act registration
statement becomes effective automatically 20 calendar days after it is filed. Securities Act Rule 473(a)
permits an issuer to include a “delaying amendment” on the front page of a registration statement to
extend the effective date to: (1) 20 calendar days after the issuer complies with Rule 473(b); or (2) an
indefinite period that will end when the Commission grants the issuer’s request to accelerate the
effective date of the registration statement.
The staff, acting pursuant to its delegated authority, will accelerate the effective date of a registration
statement if it meets the criteria under section 8(a) and Rule 461. These criteria are primarily focused
on ensuring complete and adequate disclosure of material information to the public and require
consideration of “the public interest and the protection of investors.” The Commission has not
previously publicly spoken on how these criteria apply in considering acceleration of a registration
statement that includes a mandatory arbitration provision for investor claims arising under the federal
securities laws (issuer-investor mandatory arbitration provision).
During the registration process, issuers have periodically asked whether an issuer-investor mandatory
arbitration provision would impact the acceleration of the effectiveness of their registration statement.
This policy statement provides the Commission’s view that, based on the Supreme Court’s current
interpretation and application of the Federal Arbitration Act (FAA), the existence of such a provision
will not impact determinations whether to accelerate the effective date of a registration statement.
Policy Statement
After considering the Supreme Court’s jurisprudence relating to the FAA and analyzing case-law
involving the intersection of the FAA and federal statutes, this policy statement concludes that, in the
context of issuer-investor mandatory arbitration provisions, the federal securities statutes do not
override the FAA’s policy favoring arbitration. Because the federal securities statutes do not override
the FAA when it applies to an issuer-investor mandatory arbitration provision, the existence of such a
On Sept. 17, 2025, the Securities and Exchange Commission (SEC) issued a policy statement
to inform the public that the presence of a provision requiring arbitration of investor claims arising
under the federal securities statutes will not impact decisions regarding whether to accelerate
the effectiveness of a registration statement. Accordingly, when making such decisions, the staff
will focus on the adequacy of the registration statement’s disclosures, including disclosure
regarding the arbitration provision.
Additionally, the SEC amended its Rules of Practice to add to the list of actions by delegated
authority for which there will no longer be an automatic stay when a delegated action is reviewed
by the Commission, including the acceleration of a registration statement’s effectiveness and
qualification of an offering statement under Regulation A.
https://www.sec.gov/files/rules/policy/33-11389.pdf
FACT SHEET | Registration Statements of Issuers with Certain Mandatory Arbitration Provisions
U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 2 OF 2
provision may not be considered under section 8(a)’s public interest and investor protection standard
for accelerating registration statements and will not impact determinations whether to accelerate the
effective date of a registration statement. When considering acceleration requests pursuant to section
8(a) and Rule 461, the staff will focus on the adequacy of the registration statement’s disclosures,
including disclosure regarding issuer-investor mandatory arbitration provisions.
Rules of Practice
The Commission also amended its Rules of Practice. These amendments expand the list of actions
made by delegated authority for which there will be no automatic stay when a delegated action is
reviewed by the Commission to include declaring registration statements effective and qualifying
offering statements. An automatic stay of the staff’s determination is unnecessary and disruptive to the
registration or qualification process. These amendments will provide issuers, investors, and other
market participants with greater predictability and certainty in the registration or qualification process.
What’s Next?
This policy statement and the amendments to the Rules of Practice will be effective upon
publication in the Federal Register.
Additional Information:
Visit sec.gov to find for more information about the adopted amendments and the full text of the final rules.
https://www.sec.gov/rules-regulations/2025/09/34-103980#34-103980final
Background
Policy Statement
Rules of Practice
What’s Next?
Additional Information: