Improving Access to Capital for Emerging Growth Companies Act

Improving Access To Capital For Emerging Growth Companies Act

(Sec. 2) Amends the Securities Act of 1933 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 the SEC.

(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.)

(Sec. 3) Prescribes a grace period during which an issuer that was an EGC at the time it filed a confidential registration statement (or, in lieu of that, a publicly filed registration statement) for SEC review, but ceases to be an EGC, shall continue to be treated as an emerging market growth company for one year or, if earlier, until consummation of its IPO.

(Sec. 4) Amends the Jumpstart Our Business Startups Act to direct the SEC to prescribe conditions under which a registration statement filed (or submitted for confidential review) by an issuer 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. 2064 Introduced in House (IH)]

114th CONGRESS
  1st Session
                                H. R. 2064

  To amend certain provisions of the securities laws relating to the 
                treatment of emerging growth companies.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             April 28, 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 submitted a confidential 
registration statement or, in lieu thereof, a publicly filed 
registration statement for review under this subsection but ceases to 
be an emerging growth company thereafter shall continue to be treated 
as an emerging market growth company for the purposes of this 
subsection through the earlier of the date on which the issuer 
consummates its initial public offering pursuant to such registrations 
statement or the end of the 1-year period beginning on the date the 
company ceases to be 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) the omitted financial information relates to 
                a historical period that the issuer reasonably believes 
                will not be required to be included in the Form S-1 at 
                the time of the contemplated offering; and
                    ``(B) prior to the issuer distributing a 
                preliminary prospectus to investors, such registration 
                statement is amended to include all financial 
                information required by such regulation S-X at the date 
                of such amendment.
            ``(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) on 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--
                    ``(A) the omitted financial information relates to 
                a historical period that the issuer reasonably believes 
                will not be required to be included in the Form S-1 at 
                the time of the contemplated offering; and
                    ``(B) prior to the issuer distributing a 
                preliminary prospectus to investors, such registration 
                statement is amended to include all financial 
                information required by such regulation S-X at the date 
                of such amendment.''.
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