II 

116TH CONGRESS 

1ST SESSION S. 536 

To amend the Securities Act of 1933 to expand the ability to use testing 

the waters and confidential draft registration submissions, and for other 

purposes. 

IN THE SENATE OF THE UNITED STATES 

FEBRUARY 25, 2019 

Mr. TILLIS (for himself and Mr. VAN HOLLEN) introduced the following bill; 

which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Act of 1933 to expand the ability 

to use testing the waters and confidential draft registration submissions, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Encouraging Public 

5 Offerings Act of 2019’’. 

6 SEC. 2. EXPANDING TESTING THE WATERS AND CONFIDEN7 TIAL SUBMISSIONS. 

8 The Securities Act of 1933 (15 U.S.C. 77a et seq.) 

9 is amended— 


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1 (1) in section 5(d) (15 U.S.C. 77e(d))— 

2 (A) by striking ‘‘Notwithstanding’’ and in3 serting the following: 

4 ‘‘(1) IN GENERAL.—Notwithstanding’’; 

5 (B) by striking ‘‘an emerging growth com6 pany or any person authorized to act on behalf 

7 of an emerging growth company’’ and inserting 

8 ‘‘an issuer or any person authorized to act on 

9 behalf of an issuer’’; and 

10 (C) by adding at the end the following: 

11 ‘‘(2) ADDITIONAL REQUIREMENTS.— 

12 ‘‘(A) IN GENERAL.—The Commission may 

13 promulgate regulations, subject to public notice 

14 and comment, to impose such other terms, con15 ditions, or requirements on the engaging in oral 

16 or written communications described under 

17 paragraph (1) by an issuer other than an 

18 emerging growth company as the Commission 

19 determines appropriate. 

20 ‘‘(B) REPORT TO CONGRESS.—Prior to any 

21 rulemaking described under subparagraph (A), 

22 the Commission shall submit to Congress a re23 port containing a list of the findings supporting 

24 the basis of the rulemaking.’’; and 

25 (2) in section 6(e) (15 U.S.C. 77f(e))— 


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1 (A) in the heading, by striking ‘‘EMERG2 ING GROWTH COMPANIES’’ and inserting 

3 ‘‘DRAFT REGISTRATION STATEMENTS’’; 

4 (B) by redesignating paragraph (2) as 

5 paragraph (4); and 

6 (C) by striking paragraph (1) and insert7 ing the following: 

8 ‘‘(1) PRIOR TO INITIAL PUBLIC OFFERING.— 

9 Any issuer, prior to its initial public offering date, 

10 may confidentially submit to the Commission a draft 

11 registration statement, for confidential nonpublic re12 view by the staff of the Commission prior to public 

13 filing, provided that the initial confidential submis14 sion and all amendments thereto shall be publicly 

15 filed with the Commission not later than 15 days be16 fore the date on which the issuer conducts a road 

17 show, as defined in section 230.433(h) of title 17, 

18 Code of Federal Regulations, or, in the absence of 

19 a road show, at least 15 days prior to the requested 

20 effective date of the registration statement. 

21 ‘‘(2) WITHIN 1 YEAR AFTER INITIAL PUBLIC

22 OFFERING OR EXCHANGE REGISTRATION.—Any 

23 issuer, within the 1-year period following its initial 

24 public offering or its registration of a security under 

25 section 12(b) of the Securities Exchange Act of 


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1 1934 (15 U.S.C. 78l(b)), may confidentially submit 

2 to the Commission a draft registration statement, 

3 for confidential nonpublic review by the staff of the 

4 Commission prior to public filing, provided that the 

5 initial confidential submission and all amendments 

6 thereto shall be publicly filed with the Commission 

7 not later than 15 days before the date on which the 

8 issuer conducts a road show, as defined in section 

9 230.433(h) of title 17, Code of Federal Regulations, 

10 or, in the absence of a road show, at least 15 days 

11 prior to the requested effective date of the registra12 tion statement. 

13 ‘‘(3) ADDITIONAL REQUIREMENTS.— 

14 ‘‘(A) IN GENERAL.—The Commission may 

15 promulgate regulations, subject to public notice 

16 and comment, to impose such other terms, con17 ditions, or requirements on the submission of 

18 draft registration statements described under 

19 this subsection by an issuer other than an 

20 emerging growth company as the Commission 

21 determines appropriate. 

22 ‘‘(B) REPORT TO CONGRESS.—Prior to any 

23 rulemaking described under subparagraph (A), 

24 the Commission shall submit to Congress a reVerDate Sep 11 2014 04:14 Mar 01, 2019 Jkt 089200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\S536.IS S536

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1 port containing a list of the findings supporting 

2 the basis of the rulemaking.’’. 

Æ 


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