The Securities and Exchange Commission’s review of Regulation S-K may sound like an obscure regulatory exercise. It is not. The outcome could shape the future competitiveness of America’s capital markets for years to come. At issue is a deceptively simple question: What information should public companies be required to disclose to investors?
For decades, U.S. securities law has operated under a disciplined standard known as “materiality.” In TSC Industries v. Northway and later in Basic v. Levinson, the Supreme Court made clear that disclosure should focus on information a reasonable investor would consider important in making an investment decision. That standard helped build the deepest, most transparent, and most trusted capital markets in the world.
But over time, disclosure requirements have expanded dramatically. Annual reports that once spanned dozens of pages now routinely exceed several hundred. Risk-factor sections increasingly resemble legal encyclopedias drafted to anticipate every imaginable contingency. Narrative disclosures have grown so extensive that even sophisticated investors struggle to identify the most relevant information about a company. SEC Chairman Paul Atkins recently observed that the modern disclosure system has become “the size of an artificial intelligence data center.” He is right to be concerned.
The problem is not transparency. Investors need clear, accurate, decision-useful information. The problem is information overload. When disclosure becomes overloaded with immaterial information, investors often learn less, not more. Material information becomes buried beneath layers of boilerplate cautionary language and increasingly expansive “sustainability” reporting. This matters because disclosure systems shape economic behavior. As reporting obligations grow more complex and costly, fewer companies choose to enter public markets. The number of U.S. public companies has fallen sharply from roughly 8,000 in the late 1990s to about half that today. Private capital markets have expanded while IPO activity has become more episodic and concentrated. Many factors explain that trend, but compliance burdens are undeniably part of the equation.
The challenge is becoming more urgent because of growing international pressure to expand corporate disclosure beyond traditional financial materiality. The European Union’s Corporate Sustainability Reporting Directive and the related Corporate Sustainability Due Diligence Directive, for example, require companies to disclose not only financially relevant information, but also their broader impact on society and the environment under a concept known as “double materiality.” That may reflect Europe’s policy preferences, but it is not the traditional American approach to securities regulation. Similarly, global sustainability frameworks developed by organizations such as the International Sustainability Standards Board increasingly encourage expansive reporting categories that move beyond the SEC’s historic investor-focused mandate.
Individual states are also pursuing their own efforts to mandate disclosures for public companies that do business within state borders. For example, California adopted two laws that require certain public companies to disclose climate risk factors and emissions information. In addition to these laws mandating the disclosure of information that may not be material to investors, it creates that threat that in addition to SEC and EU requirements, companies may also have to grapple with multiple states trying to set a ‘national’ standard for disclosure. This presents almost insurmountable challenges for public companies who would be expected to comply with laws that may be in conflict with one another.
The SEC’s mission is to protect investors, maintain fair and orderly markets, and facilitate capital formation. It is not a global environmental or social-policy regulator. Expanding disclosure obligations beyond financially material information risks stretching the Commission beyond its statutory role while reducing the clarity and comparability investors depend upon. None of this argues against disclosure of environmental or workforce risks when those risks are financially material. If climate exposure affects insurance costs, supply chains, or long-term profitability, investors should absolutely know that. The existing materiality framework already accommodates such disclosures. But securities filings should not become catch-all repositories for every conceivable societal metric.
At a time when the United States faces intensifying competition for capital, technology leadership, and industrial investment, policymakers should reinforce the principles that made American markets successful in the first place. Clear, disciplined, investor-focused disclosure is one of those principles.
Materiality is not a technicality. It is the organizing principle that allows disclosure to inform rather than overwhelm. The SEC’s review of Regulation S-K is an opportunity to restore that balance. The Commission is reviewing public comments now, needs to get it right, and make materiality matter again.
The conversation also explores where left- and right-wing populists agree including concerns over globalization, free trade, domestic manufacturing, corporate influence, and political elites and where they sharply diverge on issues such as immigration, taxation, healthcare, labor unions, national identity, and economic nationalism. Mark also explains why the rise of populism is not limited to the United States and could have major implications for economic and foreign policy around the world.
]]>Polis described himself as an “entrepreneur at heart,” explaining how that perspective shapes his approach to government and economic policy. He discussed Colorado’s efforts to promote growth through competitive taxes, regulatory efficiency, workforce development and stronger partnerships between employers and schools. The conversation also covered artificial intelligence and data centers, with Polis emphasizing the need to encourage innovation while protecting consumers.
The discussion turned to pro-growth tax policy and Polis’s opposition to a federal wealth tax. Bloomfield also noted their shared connection to economist and longtime pro-growth tax advocate Art Laffer, a mutual friend. Polis highlighted the importance of entrepreneurship, immigration and bipartisan policymaking to America’s long-term competitiveness.
ACCF Analysis Urges Congress to Pursue Evidence-Based Safety Reforms Without Undermining Investment, Supply Chains or Network Capacity
Washington, D.C. — America’s freight rail network is a critical economic and national security asset that supports manufacturing, energy production, agriculture, trade and military readiness according to a new report from the American Council for Capital Formation (ACCF). The network moves roughly 1.5 billion tons of freight a year across nearly 140,000 route miles.
The report, Freight Rail: A Strategic Economic Asset, authored by ACCF Senior Policy Advisor for Energy and the Environment Robert Dillon, finds that freight rail provides one of the country’s most efficient and cost-effective means of moving raw materials and finished goods over long distances. It cautions that prescriptive operating mandates under consideration in Congress could raise transportation costs, reduce network capacity and weaken the private investment model that has sustained the nation’s rail infrastructure. The report arrives as Congress weighs surface transportation reauthorization and pending rail safety legislation.
“Freight rail is the quiet backbone of America’s physical economy,” said Dillon. “It moves the fuel that powers communities, the agricultural products that feed families, the materials that support manufacturing and the military equipment needed for national defense. Policymakers should recognize freight rail as a strategic asset and ensure that new requirements are supported by evidence, preserve operational flexibility and do not undermine the investment needed to keep the network safe and productive.”
The report’s topline findings include:
- Freight rail is critical economic infrastructure. Rail moves approximately 1.5 billion tons of raw materials and finished goods annually and carries about 40 percent of U.S. long-distance freight ton-miles.
- Rail supports essential energy and agricultural supply chains. Railroads deliver roughly three quarters of U.S. coal shipments and 60 to 70 percent of domestic ethanol movements, and they carry a substantial share of the fertilizer and export grain that American agriculture depends on.
- The network is vital to national defense. Commercial railroads connect military installations with strategic seaports over the lines the Defense Department designates as the Strategic Rail Corridor Network, and they provide the capacity needed to move large quantities of equipment during deployments.
- Private investment sustains the system. From 1980 through 2024, railroads reinvested approximately $840 billion of their own funds, not taxpayer funds, in capital expenditures and maintenance, close to $1.4 trillion in today’s dollars. Railroads devote an average of 18.4 percent of revenue to capital expenditures, roughly six times the share spent by the average U.S. manufacturer.
- Regulatory costs extend beyond railroads. Economic modeling finds that a 5 percent increase in rail regulatory restrictions would raise rail unit costs and freight prices by roughly 2.3 percent and reduce rail volume by about 4.1 percent in the first year alone.
- Diverting freight to highways carries additional costs. Moving freight by truck requires more fuel, produces roughly 10 times the greenhouse gas emissions per ton-mile, and adds traffic to highways already projected to face growing congestion as national freight tonnage rises by roughly 50 percent by 2050.
The report recognizes the importance of improving defect detection, emergency information, first-responder preparedness and tank-car safety. It cautions, however, that prescriptive operating mandates lacking a demonstrated connection to measurable safety risk impose costs on shippers and on the private investment model that sustains the network, and that they can lock in current practice at the expense of the safety technology now being deployed.
To protect freight rail’s economic and security value, the report recommends that Congress apply five tests to proposed operating mandates:
- Establish a causal connection between each mandate and a demonstrated safety risk or contributing factor.
- Require transparent benefit-cost analysis that evaluates compliance costs, capacity effects, shipper impacts, service reliability and potential freight diversion.
- Remain technology neutral by establishing safety outcomes while allowing railroads to use different technologies and operating methods to achieve them.
- Preserve network fluidity and evaluate how regulations could affect terminal capacity, equipment availability and the diversion of freight to highways.
- Protect private investment in track, bridges, locomotives, terminals, inspection systems and safety technology.
“Safety improvements should be tied to documented risks and designed to encourage investment in the technologies and infrastructure that produce measurable results,” Dillon concluded. “The first principle for policymakers should be to do no harm, preserving the economic and security value of the existing network while advancing targeted reforms that make freight rail safer, more productive and better prepared to meet future demand.”
]]>The forum featured remarks from Senators Alan Armstrong (R-OK), Bill Cassidy (R-LA), Kevin Cramer (R-ND), John Hickenlooper (D-CO), and Mike Rounds (R-SD), who offered bipartisan perspectives on the importance of permitting reform and the need to reduce unnecessary barriers to investment while maintaining strong environmental protections.
Throughout the afternoon, panel discussions explored the permitting challenges facing major infrastructure projects across the energy, manufacturing, and technology sectors. Speakers examined the growing electricity demands driven by artificial intelligence and data centers, the need to strengthen the nation’s defense industrial base and critical mineral supply chains, and policy solutions to accelerate the construction of energy, transportation, and industrial infrastructure. The program concluded with a bipartisan conversation among senators on the path forward for meaningful permitting reform and opportunities for congressional action.
ACCF was pleased to welcome an outstanding group of industry leaders representing Google, CEBA, National Grid Electricity Distribution, ERock, Business Roundtable, Co2Efficient, SAFE, ESS Tech, Glencore, CapZone Impact Investments, the American Iron & Steel Institute, Emirates Global Aluminum, ClearPath, Williams Companies, First Solar, the National Petroleum Council, Ørsted, PBF Energy, and the American Clean Power Association**, whose expertise helped inform a substantive discussion on the practical reforms needed to build critical projects more efficiently.
ACCF extends its sincere appreciation to all of the speakers, panelists, attendees, and sponsors whose participation made the event a success. Their engagement reflected the broad and growing consensus that modernizing the federal permitting process is essential to unlocking investment, strengthening supply chains, improving energy security, supporting innovation, and ensuring the United States can build the infrastructure necessary to meet the demands of the future.
The Council also gratefully acknowledges the generous support of the event’s sponsors: American Clean Power Association (ACP), Business Roundtable, ClearPath, ESS, Glencore, Ørsted
As policymakers continue to debate permitting reform, ACCF looks forward to building on the conversations from this forum and advancing practical, bipartisan solutions that enable the United States to build faster, more efficiently, and more competitively.
Photo Highlights and Video
Ruddy discusses how the internet, streaming, social media and podcasts have transformed the way news is produced and consumed, requiring modern media companies to reach audiences across multiple platforms. He also shares his perspective on journalistic objectivity, arguing that news organizations should be transparent about their viewpoints while remaining committed to accuracy, balance and presenting competing perspectives.
The conversation also explores Newsmax’s growth from a digital startup into a publicly traded multimedia company, the growing influence of social media and online commentators, and the importance of maintaining competition and local journalism as the Federal Communications Commission considers changes to national television ownership limits.
Ruddy and Bloomfield conclude with a broader discussion of free enterprise, economic inequality, crony capitalism and the leadership lessons Ruddy draws from Nelson Mandela’s commitment to reconciliation.
]]>That is something the American Council for Capital Formation has been saying for several years, and it was a message I heard clearly last week from America’s fuels and convenience retailers, and franchisors and franchisees who were meeting in Washington, D.C.
The European Union’s Corporate Sustainability Due Diligence Directive (CSDDD), extends European regulatory requirements far beyond Europe’s borders. It would impose costly due-diligence obligations, reporting requirements, and potential liability on U.S. companies and businesses throughout their supply chains.
The consequences could be particularly serious for America’s fuels and convenience retailing industry. Every day, this industry helps power our lives, livelihoods, and economy. It depends on complex networks of refiners, fuel suppliers, distributors, transportation providers, franchise systems, convenience retailers, and thousands of independently owned small businesses.
CSDDD threatens this essential network by:
* Imposing costly compliance and reporting burdens on U.S. fuel marketers, convenience retailers, and franchisors and franchisees.
* Creating legal uncertainty and increased litigation risk throughout American supply chains.
* Forcing U.S. companies to contend with foreign regulatory standards that may conflict with American laws and policies.
* Discouraging investment, capital formation, and business expansion while potentially raising costs for consumers.
Congress should act to ensure that American businesses are governed by American law and not compelled to follow extraterritorial mandates imposed by foreign governments.
Senator Bill Hagerty and Representative Scott Fitzgerald have introduced the PROTECT USA Act, which would help shield companies integral to America’s economic and national interests from the extraterritorial application of foreign sustainability due-diligence mandates. The current House measure was recently considered during a House Energy and Commerce legislative hearing. Congress.gov, House Energy and Commerce Committee.
Learn more and join the effort at StopEUOverreach.com.
Mike Roman, Senior Fellow, American Council for Capital Formation
Drawing on his background as an entrepreneur, former U.S. Senator, and now Governor of Indiana, Braun discusses how states can advance practical policy solutions that strengthen competitiveness, improve government efficiency, and create a better environment for investment and job growth.
The conversation covers Indiana’s manufacturing economy, workforce development, affordability challenges, and the need to rebuild critical industrial capacity. Braun also emphasized the importance of reliable, affordable energy to support manufacturing growth, data centers, and the broader economy, including Indiana’s interest in small modular nuclear reactors as a future source of clean baseload power.
Tune in for a valuable perspective on how state-level leadership can help advance entrepreneurship, energy abundance, manufacturing strength, and long-term American competitiveness.
]]>Throughout his career, Chairman Archer understood that economic growth is the foundation of opportunity. He was especially known for his thoughtful advocacy of fundamental tax reform, including replacing the income tax with a broad-based consumption tax to encourage savings, investment, and long-term prosperity. ACCF is grateful for his years of counsel and public service, and extends its heartfelt condolences to his family, friends, former colleagues, and all those who were shaped by his leadership.
]]>ACCF Center for Policy Research Highlights That Medicare and Medicaid Innovation Center Has Increased Federal Spending Despite 16 Years of Testing
Washington, D.C. — The Center for Medicare and Medicaid Innovation (CMMI) has failed to deliver on its core mission of lowering federal healthcare costs and improving care, according to a new report from the American Council for Capital Formation Center for Policy Research. The report, Testing Without Results: The Case for Rethinking the Center for Medicare and Medicaid Innovation, authored by ACCF Chief Economist and Executive Vice President Dr. Pinar Çebi Wilber and commissioned by the Council for Citizens Against Government Waste, finds that CMMI has increased federal spending, produced a low rate of successful model expansion, and continues to rely on projections that have significantly overstated taxpayer savings.
Created under the Affordable Care Act in 2010, CMMI was given $10 billion in mandatory funding every 10 years to test new payment and service delivery models for Medicare, Medicaid, and the Children’s Health Insurance Program. The Congressional Budget Office originally projected that CMMI would save taxpayers $2.8 billion from 2011 to 2020. Instead, CMMI increased net federal spending by $5.4 billion during that period and is projected to increase spending by another $1.3 billion between 2021 and 2030.
“CMMI was created to test new models that would lower costs and improve care, but after 16 years, the record shows the opposite,” said Dr. Çebi Wilber. “The program has not produced meaningful savings for taxpayers, and its limited success in expanding models nationwide raises serious questions about whether it can achieve its statutory purpose.”
The report finds that CMMI’s limited success is not simply a matter of implementation, but reflects deeper structural problems with how the program designs, evaluates, and expands its models. Since its inception, CMMI has tested 70 models, but only four have been certified for nationwide expansion — a success rate of just 5.7 percent.
The report’s topline findings include:
CMMI has increased federal spending rather than reduced it. CBO originally projected savings, but subsequent analysis found CMMI increased net federal spending by $5.4 billion from 2011 to 2020 and is projected to increase spending by $1.3 billion from 2021 to 2030.
Savings projections have repeatedly overstated the program’s benefits. CBO’s original estimate for reduced spending between 2011 and 2020 was $10.3 billion, but its 2023 analysis reduced that estimate to $2.6 billion.
Few models have succeeded. Out of 70 models tested since CMMI’s creation, only four have been certified for nationwide expansion so far.
Voluntary models create selection bias and require costly incentives. Because many models are voluntary, providers that expect to benefit financially are more likely to participate, making it harder to determine whether savings can be replicated systemwide.
Mandatory models carry financial risks and reduce flexibility. Mandatory participation can reduce selection bias, but it can also impose new risks on hospitals and providers already facing significant financial pressures.
Benchmarking problems distort savings estimates. The report finds that financial benchmarks can overstate savings by failing to account for changes in patient behavior, market conditions, coding practices, or broader healthcare trends.
Quality measurement remains difficult and inconsistent. CMMI’s efforts to measure quality improvements often rely on incomplete or burdensome data collection, making it difficult to determine whether models are truly improving care.
The report also evaluates possible future budget impacts based on CMMI’s past performance. Under a range of more realistic savings scenarios, the program does not produce taxpayer savings between 2024 and 2033. Instead, the report finds that CMMI’s net federal cost could range from roughly zero ($50 million), per CBO’s 2023 estimate, to as much as $8 billion in a worst-case scenario.
“At a time of rising healthcare costs, growing deficits, and mounting federal debt, taxpayers deserve programs that produce measurable results,” Dr. Çebi Wilber said. “CMMI’s goal is laudable, but 16 years should be long enough to demonstrate whether the program can deliver savings. Its failure to do so should prompt lawmakers to rethink whether these resources could be used more effectively.”
The report concludes that Congress and policymakers should reassess CMMI’s role, funding, and structure, particularly given its record of higher federal spending, limited model expansion, and uncertain future savings.
READ THE FULL REPORT: Testing Without Results: The Case for Rethinking the Center for Medicare and Medicaid Innovation
The American Council for Capital Formation Center for Policy Research is a nonprofit, nonpartisan economic policy organization dedicated to educating the public about pro-growth policies that encourage saving and investment.
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