[Congressional Bills 114th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2357 Engrossed in House (EH)]
<DOC>
114th CONGRESS
2d Session
H. R. 2357
_______________________________________________________________________
AN ACT
To direct the Securities and Exchange Commission to revise Form S-3 so
as to add listing and registration of a class of common equity
securities on a national securities exchange as an additional basis for
satisfying the requirements of General Instruction I.B.1. of such form
and to remove such listing and registration as a requirement of General
Instruction I.B.6. of such form.
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 ``Accelerating Access to Capital Act
of 2016''.
TITLE I--ACCELERATING ACCESS TO CAPITAL
SEC. 101. EXPANDED ELIGIBILITY FOR USE OF FORM S-3.
Not later than 45 days after the date of the enactment of this Act,
the Securities and Exchange Commission shall revise Form S-3--
(1) so as to permit securities to be registered pursuant to
General Instruction I.B.1. of such form provided that either--
(A) the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the
registrant is $75,000,000 or more; or
(B) the registrant has at least one class of common
equity securities listed and registered on a national
securities exchange; and
(2) so as to remove the requirement of paragraph (c) from
General Instruction I.B.6. of such form.
TITLE II--MICRO-OFFERING SAFE HARBOR
SEC. 201. EXEMPTIONS FOR MICRO-OFFERINGS.
(a) In General.--Section 4 of the Securities Act of 1933 (15 U.S.C.
77d) is amended--
(1) in subsection (a), by adding at the end the following:
``(8) transactions meeting the requirements of subsection
(f).''; and
(2) by adding at the end the following:
``(f) Certain Micro-Offerings.--
``(1) In general.--Except as provided in paragraph (2), the
transactions referred to in subsection (a)(8) are transactions
involving the sale of securities by an issuer (including all
entities controlled by or under common control with the issuer)
that meet all of the following requirements:
``(A) Pre-existing relationship.--Each purchaser
has a substantive pre-existing relationship with an
officer of the issuer, a director of the issuer, or a
shareholder holding 10 percent or more of the shares of
the issuer.
``(B) 35 or fewer purchasers.--There are no more
than, or the issuer reasonably believes that there are
no more than, 35 purchasers of securities from the
issuer that are sold in reliance on the exemption
provided under subsection (a)(8) during the 12-month
period preceding such transaction.
``(C) Small offering amount.--The aggregate amount
of all securities sold by the issuer, including any
amount sold in reliance on the exemption provided under
subsection (a)(8), during the 12-month period preceding
such transaction, does not exceed $500,000.
``(2) Disqualification.--
``(A) In general.--The exemption provided under
subsection (a)(8) shall not be available for a
transaction involving a sale of securities if any
person described in subparagraph (B) would have
triggered disqualification pursuant to section
230.506(d) of title 17, Code of Federal Regulations.
``(B) Persons described.--The persons described in
this subparagraph are the following:
``(i) The issuer.
``(ii) Any predecessor of the issuer.
``(iii) Any affiliated issuer.
``(iv) Any director, executive officer,
other officer participating in the offering,
general partner, or managing member of the
issuer.
``(v) Any beneficial owner of 20 percent or
more of the issuer's outstanding voting equity
securities, calculated on the basis of voting
power.
``(vi) Any promoter connected with the
issuer in any capacity at the time of such
sale.
``(vii) Any investment manager of an issuer
that is a pooled investment fund.
``(viii) Any person that has been or will
be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection
with such sale of securities.
``(ix) Any general partner or managing
member of any such investment manager or
solicitor.
``(x) Any director, executive officer, or
other officer participating in the offering of
any such investment manager or solicitor or
general partner or managing member of such
investment manager or solicitor.''.
(b) Exemption Under State Regulations.--Section 18(b)(4) of the
Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended--
(1) in subparagraph (F), by striking ``or'' at the end;
(2) in subparagraph (G), by striking the period and
inserting ``; or''; and
(3) by adding at the end the following:
``(H) section 4(a)(8).''.
TITLE III--PRIVATE PLACEMENT IMPROVEMENT
SEC. 301. REVISIONS TO SEC REGULATION D.
Not later than 45 days following the date of the enactment of this
Act, the Securities and Exchange Commission shall revise Regulation D
(17 CFR 501 et seq.) in accordance with the following:
(1) The Commission shall revise Form D filing requirements
to require an issuer offering or selling securities in reliance
on an exemption provided under Rule 506 of Regulation D to file
with the Commission a single notice of sales containing the
information required by Form D for each new offering of
securities no earlier than 15 days after the date of the first
sale of securities in the offering. The Commission shall not
require such an issuer to file any notice of sales containing
the information required by Form D except for the single notice
described in the previous sentence.
(2) The Commission shall make the information contained in
each Form D filing available to the securities commission (or
any agency or office performing like functions) of each State
and territory of the United States and the District of
Columbia.
(3) The Commission shall not condition the availability of
any exemption for an issuer under Rule 506 of Regulation D (17
CFR 230.506) on the issuer's or any other person's filing with
the Commission of a Form D or any similar report.
(4) The Commission shall not require issuers to submit
written general solicitation materials to the Commission in
connection with a Rule 506(c) offering, except when the
Commission requests such materials pursuant to the Commission's
authority under section 8A or section 20 of the Securities Act
of 1933 (15 U.S.C. 77h-1 or 77t) or section 9, 10(b), 21A, 21B,
or 21C of the Securities Exchange Act of 1934 (15 U.S.C. 78i,
78j(b), 78u-1, 78u-2, or 78u-3).
(5) The Commission shall not extend the requirements
contained in Rule 156 to private funds.
(6) The Commission shall revise Rule 501(a) of Regulation D
to provide that a person who is a ``knowledgeable employee'' of
a private fund or the fund's investment adviser, as defined in
Rule 3c-5(a)(4) (17 CFR 270.3c-5(a)(4)), shall be an accredited
investor for purposes of a Rule 506 offering of a private fund
with respect to which the person is a knowledgeable employee.
Passed the House of Representatives September 8, 2016.
Attest:
Clerk.
114th CONGRESS
2d Session
H. R. 2357
_______________________________________________________________________
AN ACT
To direct the Securities and Exchange Commission to revise Form S-3 so
as to add listing and registration of a class of common equity
securities on a national securities exchange as an additional basis for
satisfying the requirements of General Instruction I.B.1. of such form
and to remove such listing and registration as a requirement of General
Instruction I.B.6. of such form.