Improving Access to Capital for Emerging Growth Companies Act
Amends the Securities Act of 1933 (Act) to reduce from 21 to 15 the number of days before a "road show" that an emerging growth company (EGC), before its initial public offering (IPO) date, may publicly file a draft registration statement for confidential nonpublic review by Securities and Exchange Commission (SEC) staff.
(A financial "road show" is an offer [other than a statutory prospectus or a portion of one] that contains a presentation regarding an offering by one or more members of the issuer's management and includes discussion of one or more of the issuer, such management, and the securities being offered. Typically, a road show is a series of meetings across different cities, often before an IPO, in which top executives from a company have the opportunity to talk with current or potential investors.)
Prescribes a grace period during which an issuer that was an EGC at the time it filed a confidential registration statement for confidential SEC review, but is no longer one, shall continue to be treated as one.
Authorizes an EGC, within one year of its IPO, to submit confidentially to the SEC a draft registration statement for any securities to be issued subsequent to its IPO (follow-on offerings) for confidential nonpublic review by SEC staff before publicly filing a registration statement, if the initial confidential submission, including amendments, is publicly filed with the SEC within two days before it issues those follow-on offerings.
Amends the Jumpstart Our Business Startups Act to direct the SEC to revise its general instructions on Form S-1 to prescribe conditions under which a registration statement that is filed by an issuer (or submitted for confidential review) before its IPO may omit financial disclosure information for historical periods otherwise required.
[Congressional Bills 114th Congress]
[From the U.S. Government Publishing Office]
[H.R. 1659 Introduced in House (IH)]
114th CONGRESS
1st Session
H. R. 1659
To amend certain provisions of the securities laws relating to the
treatment of emerging growth companies.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
March 26, 2015
Mr. Fincher (for himself and Mr. Delaney) introduced the following
bill; which was referred to the Committee on Financial Services
_______________________________________________________________________
A BILL
To amend certain provisions of the securities laws relating to the
treatment of emerging growth companies.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Improving Access to Capital for
Emerging Growth Companies Act''.
SEC. 2. FILING REQUIREMENT FOR PUBLIC FILING PRIOR TO PUBLIC OFFERING.
Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1))
is amended by striking ``21 days'' and inserting ``15 days''.
SEC. 3. GRACE PERIOD FOR CHANGE OF STATUS OF EMERGING GROWTH COMPANIES.
Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1))
is further amended by adding at the end the following: ``An issuer that
was an emerging growth company at the time it filed a confidential
registration statement for review under this subsection but is no
longer an emerging growth company shall continue to be treated as an
emerging growth company for purposes of this subsection through the
earlier of the date on which the issuer consummates its initial public
offering pursuant to such registration statement or the end of the 1-
year period beginning on the date that the company is no longer an
emerging growth company.''.
SEC. 4. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR EMERGING GROWTH
COMPANIES.
Section 102 of the Jumpstart Our Business Startups Act (Public Law
112-106) is amended by adding at the end the following:
``(d) Simplified Disclosure Requirements.--With respect to an
emerging growth company (as such term is defined under section 2 of the
Securities Act of 1933):
``(1) Requirement to include notice on form s-1.--Not later
than 30 days after the date of enactment of this subsection,
the Securities and Exchange Commission shall revise its general
instructions on Form S-1 to indicate that a registration
statement filed (or submitted for confidential review) by an
issuer prior to an initial public offering may omit financial
information for historical periods otherwise required by
regulation S-X (17 C.F.R. 210.1-01 et seq.) as of the time of
filing (or confidential submission) of such registration
statement, provided that--
``(A) prior to the issuer distributing a
preliminary prospectus to investors, such registration
statement is amended to include all relevant periods
required at the date of such amendment; and
``(B) the issuer reasonably believes such financial
disclosure will no longer be required to be included in
the Form S-1 at the time of the contemplated offering.
``(2) Reliance by issuers.--Effective 30 days after the
date of enactment of this subsection, an issuer filing a
registration statement (or submitting the statement for
confidential review) utilizing Form S-1 may omit financial
information for historical periods otherwise required by
regulation S-X (17 C.F.R. 210.1-01 et seq.) as of the time of
filing (or confidential submission) of such registration
statement, provided that prior to the public filing of Form S-
1, such registration statement is amended to include all
relevant periods required at the date of such amendment.''.
SEC. 5. FILING REQUIREMENTS FOR FOLLOW-ON OFFERINGS.
Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is
further amended by adding at the end the following:
``(3) Follow-on offerings.--An emerging growth company may,
within 1 year of the company's initial public offering,
confidentially submit to the Commission a draft registration
statement for any securities to be issued subsequent to its
initial public offering, for confidential nonpublic review by
the staff of the Commission prior to publicly filing a
registration statement, provided that the initial confidential
submission and all amendments thereto shall be publicly filed
with the Commission not later than 2 days before the date on
which the emerging growth company issues such securities.''.
<all>
Introduced in House
Introduced in House
Referred to the House Committee on Financial Services.
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