15 U.S.C. 78d(i)(4)(C)changedby H.R. 3383 Sec. 101(1)
The bill says: in paragraph (4)(C), by inserting ", rural-area small businesses" after "women-owned small businesses"; and
Bill text · Current law (15 U.S.C. 78d)
15 U.S.C. 78d(i)(6)(B)(iii)changedby H.R. 3383 Sec. 101(2)
The bill says: in paragraph (6)(B)(iii), by inserting ", rural-area small businesses" after "women-owned small businesses".
Bill text · Current law (15 U.S.C. 78d)
15 U.S.C. 77d-1(b)(1)(D)changedby H.R. 3383 Sec. 103(a)
…condition of the issuer, including, for offerings that, together with all other offerings of the issuer under section 77d(6) 1 of this title within the preceding 12-month period, have, in the aggregate, target offering amounts of— (i) $100,000$250,000 or less— (I) the income tax returns filed by the issuer for the most recently completed year (if any); and (II) financial statements of the issuer, which shall be certified by the principal executive officer of the issuer to be true and complete in all material respects; (ii) more than $100,000$250,000, but not more than $500,000, financial statements reviewed by a public accountant who is independent of the issuer, using professional standards and procedures for such review or standards and procedures established by the Commission, by…
The bill says: in subsection (b)(1)(D), by striking "$100,000" each place such term appears and inserting "$250,000"; and
Bill text · Current law (15 U.S.C. 77d-1)
15 U.S.C. 77d-1added (i)by H.R. 3383 Sec. 103(a)
(i) Discretion to adjust amount.— The Commission may increase the amount specified in subsections (b)(1)(D)(i) and (b)(1)(D)(ii) from $250,000 to an amount not greater than $400,000 upon the recommendation of the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate.
The bill says: by adding at the end the following:
Bill text · Current law (15 U.S.C. 77d-1)
15 U.S.C. 77achangedby H.R. 3383 Sec. 103(b)
The bill says: by striking "section 4(6)" each place such term appears and inserting "section 4(a)(6)"; and
Bill text · Current law (15 U.S.C. 77a)
15 U.S.C. 77achangedby H.R. 3383 Sec. 103(b)
The bill says: by striking "section 4(6)(B)" each place such term appears and inserting "section 4(a)(6)(B)";
Bill text · Current law (15 U.S.C. 77a)
15 U.S.C. 77achangedby H.R. 3383 Sec. 103(b)
The bill says: in section 16(f)(3), by striking "section 4(2)" and inserting "section 4(a)(2)"; and
Bill text · Current law (15 U.S.C. 77a)
15 U.S.C. 77a(b)(4)(B)changedby H.R. 3383 Sec. 103(b)
The bill says: in subparagraph (B), by striking "section 4(4)" and inserting "section 4(a)(4)";
Bill text · Current law (15 U.S.C. 77a)
15 U.S.C. 77a(b)(4)(C)changedby H.R. 3383 Sec. 103(b)
The bill says: in subparagraph (C), by striking "section 4(6)" and inserting "section 4(a)(6)"; and
Bill text · Current law (15 U.S.C. 77a)
15 U.S.C. 77a(b)(4)(F)changedby H.R. 3383 Sec. 103(b)
The bill says: in subparagraph (F), by striking "section 4(2)" each place such term appears and inserting "section 4(a)(2)"; and
Bill text · Current law (15 U.S.C. 77a)
15 U.S.C. 77a(c)(1)(B)changedby H.R. 3383 Sec. 103(b)
The bill says: in subsection (c)(1)(B), by striking "section 4(6)" and inserting "section 4(a)(6)";
Bill text · Current law (15 U.S.C. 77a)
15 U.S.C. 80b-3(m)(1)changedby H.R. 3383 Sec. 104(1)
(1) In general. The Commission shall provide an exemption from the registration requirements under this section to any investment adviser of private funds, if each of 4 such investment adviser acts solely as an adviser to private funds and has assets under management in the United States of less than $150,000,000$175,000,000.
The bill says: in paragraph (1), by striking "$150,000,000" and inserting "$175,000,000"; and
Bill text · Current law (15 U.S.C. 80b-3)
15 U.S.C. 80b-3(m)added (5)by H.R. 3383 Sec. 104(2)
(5) Inflation adjustment.— The Commission shall, every 5 years, adjust the dollar amount described under paragraph (1) to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the Department of Labor, and round such dollar amount to the nearest multiple of $1,000,000.
The bill says: by adding at the end the following:
Bill text · Current law (15 U.S.C. 80b-3)
15 U.S.C. 78dadded (k)by H.R. 3383 Sec. 105
(k) Offices of Small Business.— The Commission shall ensure that, within each of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets, an Office of Small Business is established that shall coordinate with the Office of the Advocate for Small Business Capital Formation on rules and policy priorities related to capital formation. This subsection may not be construed to authorize expenditures for additional full-time equivalent employees.
The bill says: Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is amended by adding at the end the following:
Bill text · Current law (15 U.S.C. 78d)
15 U.S.C. 78d(i)added (10)by H.R. 3383 Sec. 107
(10) Preservation of information collection burden review.—(A) In general.— Actions taken by the Advocate for Small Business Capital Formation under this subsection shall not be a "collection of information" for purposes of subchapter I of chapter 35 of title 44, United States Code (commonly known as the "Paperwork Reduction Act").(B) Exceptions.— Notwithstanding subparagraph (A), the requirements under subsections (c)(1), (c)(4), and (i) of section 3506 of title 44, United States Code, and section 3507(a)(1)(A) of such title shall apply to actions taken by the Advocate for Small Business Capital Formation under this subsection, except that the Commission shall not be required—(i) to submit a collection of information by the Advocate to the Director of the Office of Management and Budget, as referenced under section 3506(c)(1)(A) of such title;(ii) to display a control number on a collection of information by the Advocate, as described under section 3506(c)(1)(B)(i) of such title (or to inform a person receiving a collection of information from the Advocate that the collection of information needs to display a control number, as described under section 3506(c)(1)(B)(iii)(V) of such title); or(iii) to indicate a collection of information by the Advocate is in accordance with the clearance requirements of section 3507 of such title, as described under section 3506(c)(1)(B)(ii) of such title.
The bill says: Section 4(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78d(i)) is amended by adding at the end the following:
Bill text · Current law (15 U.S.C. 78d)
15 U.S.C. 80a-3(c)(1)changedby H.R. 3383 Sec. 108(a)
(1) Any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons (or, in the case of a qualifying venture capital fund, 250 persons500 persons) and which is not making and does not presently propose to make a public offering of its securities. Such issuer shall be deemed to be an investment company for purposes of the limitations set forth in subparagraphs (A)(i) and (B)(i) of…
The bill says: in the matter preceding subparagraph (A), by striking "250 persons" and inserting "500 persons"; and
Bill text · Current law (15 U.S.C. 80a-3)
15 U.S.C. 80a-3(c)(1)(C)(i)changedby H.R. 3383 Sec. 108(a)
(C)(i) The term "qualifying venture capital fund" means a venture capital fund that has not more than $10,000,000$50,000,000 in aggregate capital contributions and uncalled committed capital, with such dollar amount to be indexed for inflation once every 5 years by the Commission, beginning from a measurement made by the Commission on a date selected by the Commission, rounded to the nearest $1,000,000.
The bill says: by striking "$10,000,000" and inserting "$50,000,000"; and
Bill text · Current law (15 U.S.C. 80a-3)
15 U.S.C. 80a-3(c)(1)(C)(i)changedby H.R. 3383 Sec. 108(a)
(C)(i) The term "qualifying venture capital fund" means a venture capital fund that has not more than $10,000,000 in aggregate capital contributions and uncalled committed capital, with such dollar amount to be indexed for inflation once every 5 years by the Commission, beginning from a measurement made by the Commission on a date selected by the Commissionbeginning from a measurement made on the date of the enactment of the INVEST Act of 2025, rounded to the nearest $1,000,000.
The bill says: by striking "beginning from a measurement made by the Commission on a date selected by the Commission" and inserting "beginning from a measurement made on the date of the enactment of the INVEST Act of 2025".
Bill text · Current law (15 U.S.C. 80a-3)
15 U.S.C. 77b(a)(15)renumberedby H.R. 3383 Sec. 201(a)
The bill says: by redesignating subparagraphs (i) and (ii) as subparagraphs (A) and (F), respectively; and
Bill text · Current law (15 U.S.C. 77b)
15 U.S.C. 77b(a)(15)(A)changedby H.R. 3383 Sec. 201(a)
(B) with respect to a proposed sale of a security, any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of such sale, exceeds $1,000,000 (which amount, along with the amounts set forth in subparagraph (C), shall be adjusted for inflation by the Commission every 5 years to the nearest $10,000 to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics) where, for purposes of calculating net worth under this subparagraph—(i) the person’s primary residence shall not be included as an asset;(ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of such sale, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of such sale exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and(iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of such sale shall be included as a liability;(C) any natural person who had an individual income in excess of $200,000 in each of the 2 most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;(D) any natural person who is—(i) currently licensed or registered as a broker or investment adviser by the Commission, a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934), or the securities division of a State, the District of Columbia, or a territory of the United States or the equivalent division responsible for licensing or registration of individuals in connection with securities activities; and(ii) in good standing with respect to such license or registration;(E) any natural person the Commission determines, by regulation, to have demonstrable education or job experience to qualify such person as having professional knowledge of a subject related to a particular investment, and whose education or job experience is verified by a self-regulatory organization (as defined in section 3(a) of the Securities Exchange Act of 1934); or
The bill says: in subparagraph (A) (as so redesignated), by striking "; or" and inserting a semicolon, and inserting after such subparagraph the following:
Bill text · Current law (15 U.S.C. 77b)
15 U.S.C. 80a-3(c)(11)rewrittenby H.R. 3383 Sec. 202(a)
(11) Any—(A) employee’s stock bonus, pension, or profit-sharing trust which meets the requirements for qualification under section 401 of the Internal Revenue Code of 1986;(B) custodial account meeting the requirements of section 403(b)(7) of such Code;(C) governmental plan described in section 3(a)(2)(C) of the Securities Act of 1933 (15 U.S.C. 77c(a)(2)(C));(D) collective trust fund maintained by a bank consisting solely of assets of one or more—(i) trusts described in subparagraph (A);(ii) governmental plans described in subparagraph (C);(iii) church plans, companies, or accounts that are excluded from the definition of an investment company under paragraph (14) of this subsection; or(iv) plans which meet the requirements of section 403(b) of the Internal Revenue Code of 1986—(I) if—(aa) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.);(bb) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose; or(cc) such plan is a governmental plan (as defined in section 414(d) of such Code); and(II) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under such plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan; or(E) separate account the assets of which are derived solely from—(i) contributions under pension or profit-sharing plans which meet the requirements of section 401 of the Internal Revenue Code of 1986 or the requirements for deduction of the employer’s contribution under section 404(a)(2) of such Code;(ii) contributions under governmental plans in connection with which interests, participations, or securities are exempted from the registration provisions of section 5 of the Securities Act of 1933 (15 U.S.C. 77e) by section 3(a)(2)(C) of such Act (15 U.S.C. 77c(a)(2)(C));(iii) advances made by an insurance company in connection with the operation of such separate account; and(iv) contributions to a plan described in clause (iii) or (iv) of subparagraph (D).
The bill says: Section 3(c)(11) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(c)(11)) is amended to read as follows:
Bill text · Current law (15 U.S.C. 80a-3)
15 U.S.C. 77c(a)(2)changedby H.R. 3383 Sec. 202(b)
…prior to the satisfaction of all liabilities with respect to such employees and their beneficiaries, for any part of the corpus or income to be used for, or diverted to, purposes other than the exclusive benefit of such employees or their beneficiaries, or (D)beneficiaries, (D) a plan which meets the requirements of section 403(b) of such Code (i) if (I) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (II) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (III) such plan is a governmental plan (as defined in section 414(d) of such Code), and (ii) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under clause (i)(III) prior to the investment being offered to participants in the plan, or (E) a church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)], other than any plan described in subparagraph (A),…
The bill says: by striking "beneficiaries, or (D)" and inserting "beneficiaries, (D) a plan which meets the requirements of section 403(b) of such Code (i) if (I) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (II) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (III) such plan is a governmental plan (as defined in section 414(d) of such Code), and (ii) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under clause (i)(III) prior to the investment being offered to participants in the plan, or (E)";
Bill text · Current law (15 U.S.C. 77c)
15 U.S.C. 77c(a)(2)changedby H.R. 3383 Sec. 202(b)
…church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)], other than any plan described in subparagraph (A), (B), (C), or (D)(C), (D), or (E) of this paragraph (i) the contributions under which are held in a single trust fund or in a separate account maintained by an insurance company for a single employer and under which an amount in excess of the employer's contribution is…
The bill says: by striking "(C), or (D)" and inserting "(C), (D), or (E)"; and
Bill text · Current law (15 U.S.C. 77c)
15 U.S.C. 77c(a)(2)changedby H.R. 3383 Sec. 202(b)
…the employer, (ii) which covers employees some or all of whom are employees within the meaning of section 401(c)(1) of title 26 (other than a person participating in a church plan who is described in section 414(e)(3)(B) of title 26), or (iii) which is a plan funded(iii) in the case of a plan not described in subparagraph (D) or (E), which is a plan funded by an annuity contract described in section 403(b) of such Code by an annuity contract described in section 403(b) of title 26 (other than a retirement income account described in section 403(b)(9) of title 26, to the extent that the interest or participation in such single trust fund or collective…
The bill says: by striking "(iii) which is a plan funded" and all that follows through "retirement income account)." and inserting "(iii) in the case of a plan not described in subparagraph (D) or (E), which is a plan funded by an annuity contract described in section 403(b) of such Code".
Bill text · Current law (15 U.S.C. 77c)
15 U.S.C. 78c(a)(12)(C)changedby H.R. 3383 Sec. 202(c)
…of all liabilities with respect to such employees and their beneficiaries, for any part of the corpus or income to be used for, or diverted to, purposes other than the exclusive benefit of such employees or their beneficiaries, or (iv)(iv) a plan which meets the requirements of section 403(b) of such Code (I) if (aa) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (bb) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (cc) such plan is a governmental plan (as defined in section 414(d) of such Code), and (II) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan, or (v) a church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)], other than any plan described in clause (i), (ii), or…
The bill says: by striking "or (iv)" and inserting "(iv) a plan which meets the requirements of section 403(b) of such Code (I) if (aa) such plan is subject to title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), (bb) any employer making such plan available agrees to serve as a fiduciary for the plan with respect to the selection of the plan’s investments among which participants can choose, or (cc) such plan is a governmental plan (as defined in section 414(d) of such Code), and (II) if the employer, a fiduciary of the plan, or another person acting on behalf of the employer reviews and approves each investment alternative offered under any plan described under subclause (I)(cc) prior to the investment being offered to participants in the plan, or (v)";
Bill text · Current law (15 U.S.C. 78c)
15 U.S.C. 78c(a)(12)(C)changedby H.R. 3383 Sec. 202(c)
…or (iv) a church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)], other than any plan described in clause (i), (ii), or (iii)(ii), (iii), or (iv) of this subparagraph which (I) covers employees some or all of whom are employees within the meaning of section 401(c) of title 26, or (II) is a plan funded by an annuity contract described in section 403(b) of title 26.
The bill says: by striking "(ii), or (iii)" and inserting "(ii), (iii), or (iv)"; and
Bill text · Current law (15 U.S.C. 78c)
15 U.S.C. 78c(a)(12)(C)changedby H.R. 3383 Sec. 202(c)
…Act of 1940 [15 U.S.C. 80a–3(c)(14)], other than any plan described in clause (i), (ii), or (iii) of this subparagraph which (I) covers employees some or all of whom are employees within the meaning of section 401(c) of title 26, or (II) is a plan funded(II) in the case of a plan not described in clause (iv), is a plan funded by an annuity contract described in section 403(b) of title 26.
The bill says: by striking "(II) is a plan funded" and inserting "(II) in the case of a plan not described in clause (iv), is a plan funded".
Bill text · Current law (15 U.S.C. 78c)
15 U.S.C. 78l(g)(2)(H)changedby H.R. 3383 Sec. 202(d)
(H) any interest or participation in any collective trust funds maintained by a bank or in a separate account maintained by an insurance company which interest or participation is issued in connection with (i) a stock-bonus, pension, or profit-sharing plan which meets the requirements for qualification under section 401 of title 26, (ii) an annuity plan which meets the requirements for deduction of the employer's contribution under section 404(a)(2) of title 26, or (iii)(iii) a plan described in section 3(a)(12)(C)(iv) of this Act, or (iv) a church plan, company, or account that is excluded from the definition of an investment company under section 80a–3(c)(14) of this title.
The bill says: Section 12(g)(2)(H) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(2)(H)) is amended by striking "or (iii)" and inserting "(iii) a plan described in section 3(a)(12)(C)(iv) of this Act, or (iv)".
Bill text · Current law (15 U.S.C. 78l)
15 U.S.C. 80a-5added (d)by H.R. 3383 Sec. 206(a)
(d) Closed-end company authority to invest in private funds.—(1) In general.— Except as otherwise prohibited or restricted by this Act (or any rule issued under this Act), the Commission may not prohibit or otherwise limit a closed-end company from investing any or all of the assets of the closed-end company in securities issued by private funds.(2) Other restrictions on Commission authority.— Except as otherwise prohibited or restricted by this Act (or any rule issued under this Act), the Commission may not impose any condition on, restrict, or otherwise limit—(A) the offer to sell, or the sale of, securities issued by a closed-end company that invests, or proposes to invest, in securities issued by private funds; or(B) the listing of the securities of a closed-end company described in subparagraph (A) on a national securities exchange.(3) Unrelated restrictions.— The Commission may impose a condition on, restrict, or otherwise limit an activity described in paragraph (1) or subparagraph (A) or (B) of paragraph (2) if that condition, restriction, or limitation is unrelated to the underlying characteristics of a private fund or the status of a private fund as a private fund.(4) Rule of application.— Notwithstanding section 6(f), this subsection shall also apply to a closed-end company that elects to be treated as a business development company pursuant to section 54.
The bill says: Section 5 of the Investment Company Act of 1940 (15 U.S.C. 80a–5) is amended by adding at the end the following:
Bill text · Current law (15 U.S.C. 80a-5)
15 U.S.C. 80a-2(a)added (55)by H.R. 3383 Sec. 206(b)
(55) The term private fund has the meaning given in section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)).
The bill says: Section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)) is amended by adding at the end the following:
Bill text · Current law (15 U.S.C. 80a-2)
15 U.S.C. 78fadded (m)by H.R. 3383 Sec. 206(c)
(m)(1) Except as otherwise prohibited or restricted by rules of the exchange that are consistent with section 5(d) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(d)), an exchange may not prohibit, condition, restrict, or impose any other limitation on the listing or trading of the securities of a closed-end company when the closed-end company invests, or may invest, some or all of the assets of the closed-end company in securities issued by private funds.(2) In this subsection—(A) the term closed-end company—(i) has the meaning given the term in section 5(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–5(a)); and(ii) includes a closed-end company that elects to be treated as a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a–53); and(B) the term private fund has the meaning given in section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)).
The bill says: Section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end the following:
Bill text · Current law (15 U.S.C. 78f)
15 U.S.C. 80a-3(c)(1)changedby H.R. 3383 Sec. 206(d)
…venture capital fund, 250 persons) and which is not making and does not presently propose to make a public offering of its securities. Such issuer shall be deemed to be an investment company for purposes of the limitations set forth in subparagraphs (A)(i) and (B)(i)subparagraphs (A)(i), (B)(i), and (C) of section 80a–12(d)(1) of this title governing the purchase or other acquisition by such issuer of any security issued by any registered investment company and the sale of any security issued by any registered open-end investment company…
The bill says: in paragraph (1), in the matter preceding subparagraph (A), in the second sentence, by striking "subparagraphs (A)(i) and (B)(i)" and inserting "subparagraphs (A)(i), (B)(i), and (C)"; and
Bill text · Current law (15 U.S.C. 80a-3)
15 U.S.C. 80a-3(c)(7)(D)changedby H.R. 3383 Sec. 206(d)
(D) An issuer that is excepted under this paragraph shall nonetheless be deemed to be an investment company for purposes of the limitations set forth in subparagraphs (A)(i) and (B)(i)subparagraphs (A)(i), (B)(i), and (C) of section 80a–12(d)(1) of this title relating to the purchase or other acquisition by such issuer of any security issued by any registered investment company and the sale of any security issued by any registered open-end investment company to any such issuer.
The bill says: in paragraph (7)(D), by striking "subparagraphs (A)(i) and (B)(i)" and inserting "subparagraphs (A)(i), (B)(i), and (C)".
Bill text · Current law (15 U.S.C. 80a-3)
15 U.S.C. 78l(b)(1)(K)changedby H.R. 3383 Sec. 301(1)
(K) profit and loss statements for not more than the three preceding fiscal years,years (or, in the case of an emerging growth company, not more than the two preceding years), certified if required by the rules and regulations of the Commission by a registered public accounting firm; and
The bill says: in paragraph (1)(K), by striking "years," and inserting "years (or, in the case of an emerging growth company, not more than the two preceding years),"; and
Bill text · Current law (15 U.S.C. 78l)
15 U.S.C. 78l(b)addedby H.R. 3383 Sec. 301(2)
The bill says: by adding at the end the following:
Bill text · Current law (15 U.S.C. 78l)
15 U.S.C. 77e(d)changedby H.R. 3383 Sec. 303(a)
(d) Limitation. Notwithstanding(1) In general.— Notwithstanding any other provision of this section, an emerging growth company or any person authorized to act on behalf of an emerging growth company may engage in oral or written communications with potential investors that are qualified institutional…
The bill says: by striking "Notwithstanding" and inserting the following:
Bill text · Current law (15 U.S.C. 77e)
15 U.S.C. 77e(d)changedby H.R. 3383 Sec. 303(a)
(d) Limitation. Notwithstanding any other provision of this section, an emerging growth company or any person authorized to act on behalf of an emerging growth companyan issuer or any person authorized to act on behalf of an issuer may engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors, as such terms are respectively defined in section 230.144A and section 230.501(a)…
The bill says: by striking "an emerging growth company or any person authorized to act on behalf of an emerging growth company" and inserting "an issuer or any person authorized to act on behalf of an issuer"; and
Bill text · Current law (15 U.S.C. 77e)
15 U.S.C. 77e(d)added (2)by H.R. 3383 Sec. 303(a)
(2) Additional requirements.—(A) In general.— The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the engaging in oral or written communications described under paragraph (1) by an issuer other than an emerging growth company as the Commission determines appropriate.(B) Report to Congress.— Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.
The bill says: by adding at the end the following:
Bill text · Current law (15 U.S.C. 77e)
15 U.S.C. 77f(e)changedby H.R. 3383 Sec. 303(b)
The bill says: in the heading, by striking "Emerging Growth Companies" and inserting "Confidential review of draft registration statements";
Bill text · Current law (15 U.S.C. 77f)
15 U.S.C. 77f(e)renumberedby H.R. 3383 Sec. 303(b)
The bill says: by redesignating paragraph (2) as paragraph (3); and
Bill text · Current law (15 U.S.C. 77f)
15 U.S.C. 77f(e)changedby H.R. 3383 Sec. 303(b)
(1) In general.— Any issuer may, with respect to an initial public offering, initial registration of a security of the issuer under section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), or follow-on offering, confidentially submit to the Commission a draft registration statement, for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than—(A) in the case of an initial public offering, 10 days before the effective date of such registration statement;(B) in the case of an initial registration of a security of the issuer under such section 12(b), 10 days before listing on an exchange; or(C) in the case of any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective date of such registration statement.(2) Additional requirements.—(A) In general.— The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the submission of draft registration statements described under this subsection by an issuer other than an emerging growth company as the Commission determines appropriate.(B) Report to Congress.— Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.
The bill says: by striking paragraph (1) and inserting the following:
Bill text · Current law (15 U.S.C. 77f)
15 U.S.C. 77g(a)(2)(A)changedby H.R. 3383 Sec. 304(a)
The bill says: in subparagraph (A), by striking "and" at the end;
Bill text · Current law (15 U.S.C. 77g)
15 U.S.C. 77g(a)(2)renumberedby H.R. 3383 Sec. 304(a)
The bill says: by redesignating subparagraph (B) as subparagraph (C); and
Bill text · Current law (15 U.S.C. 77g)
15 U.S.C. 77g(a)(2)added (B)by H.R. 3383 Sec. 304(a)
(B) need not present acquired company financial statements or information otherwise required under section 210.3–05 or section 210.8–04 of title 17, Code of Federal Regulations, or any successor thereto, for any period prior to the earliest audited period of the emerging growth company presented in connection with its initial public offering and, thereafter, in no event shall an issuer that was an emerging growth company but is no longer an emerging growth company be required to present financial statements of the issuer (or acquired company financial statements or information otherwise required under section 210.3–05 or section 210.8–04 of title 17, Code of Federal Regulations, or any successor thereto) for any period prior to the earliest audited period of the emerging growth company presented in connection with its initial public offering; and
The bill says: by inserting after subparagraph (A) the following:
Bill text · Current law (15 U.S.C. 77g)
15 U.S.C. 78l(b)(1)(K)changedby H.R. 3383 Sec. 304(b)
(K) profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firmfirm, provided that the application of an emerging growth company need not present acquired company financial statements or information otherwise required under section 210.3–05 or section 210.8–04 of title 17, Code of Federal Regulations, or any successor thereto, for any period prior to the earliest audited period of the emerging growth company presented in connection with its application and, thereafter, in no event shall an issuer that was an emerging growth company but is no longer an emerging growth company be required to present financial statements of the issuer (or acquired company financial statements or information otherwise required under section 210.3–05 or section 210.8–04 of title 17, Code of Federal Regulations, or any successor thereto) for any period prior to the earliest audited period of the emerging growth company presented in connection with any application under this subsection; and
The bill says: Section 12(b)(1)(K) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)(1)(K)) is amended by striking "firm" and inserting "firm, provided that the application of an emerging growth company need not present acquired company financial statements or information otherwise required under section 210.3–05 or section 210.8–04 of title 17, Code of Federal Regulations, or any successor thereto, for any period prior to the earliest audited period of the emerging growth company presented in connection with its application and, thereafter, in no event shall an issuer that was an emerging growth company but is no longer an emerging growth company be required to present financial statements of the issuer (or acquired company financial statements or information otherwise required under section 210.3–05 or section 210.8–04 of title 17, Code of Federal Regulations, or any successor thereto) for any period prior to the earliest audited period of the emerging growth company presented in connection with any application under this subsection".
Bill text · Current law (15 U.S.C. 78l)
15 U.S.C. 78nadded (l)by H.R. 3383 Sec. 307
(l) Disclosure relating to multi-class share structures.—(1) Disclosure.— The Commission shall, by rule, require each issuer with a multi-class share structure to disclose the information described in paragraph (2) in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer, or any other filing as the Commission determines appropriate.(2) Content of disclosure.— A disclosure made under paragraph (1) shall include, with respect to each person who is a director, director nominee, or named executive officer of the issuer, or who is the beneficial owner of securities with 5 percent or more of the total combined voting power of all classes of securities entitled to vote in the election of directors—(A) the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by such person, expressed as a percentage of the total number of the outstanding securities of the issuer entitled to vote in the election of directors; and(B) the amount of voting power held by such person, expressed as a percentage of the total combined voting power of all classes of the securities of the issuer entitled to vote in the election of directors.(3) Multi-class share structure.— In this subsection, the term multi-class share structure means a capitalization structure that contains 2 or more types of securities that have differing amounts of voting rights in the election of directors.
The bill says: Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following:
Bill text · Current law (15 U.S.C. 78n)