SEC Proposes Sweeping Offering Reform — Significant Implications for Registered Closed-End Funds, BDCs and Other Private Wealth Products
May 26, 2026 by Kirkland
On May 19, 2026, the U.S. Securities and Exchange Commission (SEC) proposed two companion rulemakings that would, if adopted, meaningfully reduce the cost and complexity of conducting registered offerings for all public companies, including closed-end funds that are registered under the Investment Company Act of 1940, as amended (1940 Act), or have elected to be regulated as business development companies (BDCs), as well as other private wealth product offerings, such as those by real estate investment trusts (REITs). The SEC has framed both proposals as measures to facilitate capital formation in the public markets consistent with investor protection.