IIB 

114TH CONGRESS 

2D SESSION H. R. 4498 

IN THE SENATE OF THE UNITED STATES 

APRIL 28, 2016 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

To clarify the definition of general solicitation under Federal 

securities law. 

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


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1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Helping Angels Lead 

3 Our Startups Act’’ or the ‘‘HALOS Act’’. 

4 SEC. 2. DEFINITION OF ANGEL INVESTOR GROUP. 

5 As used in this Act, the term ‘‘angel investor group’’ 

6 means any group that— 

7 (1) is composed of accredited investors inter8 ested in investing personal capital in early-stage 

9 companies; 

10 (2) holds regular meetings and has defined 

11 processes and procedures for making investment de12 cisions, either individually or among the membership 

13 of the group as a whole; and 

14 (3) is neither associated nor affiliated with bro15 kers, dealers, or investment advisers. 

16 SEC. 3. CLARIFICATION OF GENERAL SOLICITATION. 

17 (a) IN GENERAL.—Not later than 6 months after the 

18 date of enactment of this Act, the Securities and Ex19 change Commission shall revise Regulation D of its rules 

20 (17 CFR 230.500 et seq.) to require that in carrying out 

21 the prohibition against general solicitation or general ad22 vertising contained in section 230.502(c) of title 17, Code 

23 of Federal Regulations, the prohibition shall not apply to 

24 a presentation or other communication made by or on be25 half of an issuer which is made at an event— 

26 (1) sponsored by— 


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1 (A) the United States or any territory 

2 thereof, by the District of Columbia, by any 

3 State, by a political subdivision of any State or 

4 territory, or by any agency or public instrumen5 tality of any of the foregoing; 

6 (B) a college, university, or other institu7 tion of higher education; 

8 (C) a nonprofit organization; 

9 (D) an angel investor group; 

10 (E) a venture forum, venture capital asso11 ciation, or trade association; or 

12 (F) any other group, person or entity as 

13 the Securities and Exchange Commission may 

14 determine by rule; 

15 (2) where any advertising for the event does not 

16 reference any specific offering of securities by the 

17 issuer; 

18 (3) the sponsor of which— 

19 (A) does not make investment rec20 ommendations or provide investment advice to 

21 event attendees; 

22 (B) does not engage in an active role in 

23 any investment negotiations between the issuer 

24 and investors attending the event; 


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1 (C) does not charge event attendees any 

2 fees other than administrative fees; and 

3 (D) does not receive any compensation 

4 with respect to such event that would require 

5 registration of the sponsor as a broker or a 

6 dealer under the Securities Exchange Act of 

7 1934, or as an investment advisor under the In8 vestment Advisers Act of 1940; and 

9 (4) where no specific information regarding an 

10 offering of securities by the issuer is communicated 

11 or distributed by or on behalf of the issuer, other 

12 than— 

13 (A) that the issuer is in the process of of14 fering securities or planning to offer securities; 

15 (B) the type and amount of securities 

16 being offered; 

17 (C) the amount of securities being offered 

18 that have already been subscribed for; and 

19 (D) the intended use of proceeds of the of20 fering. 

21 (b) RULE OF CONSTRUCTION.—Subsection (a) may 

22 only be construed as requiring the Securities and Ex23 change Commission to amend the requirements of RegulaVerDate Sep 11 2014 03:33 Apr 29, 2016 Jkt 059200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H4498.RFS H4498

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1 tion D with respect to presentations and communications, 

2 and not with respect to purchases or sales. 

Passed the House of Representatives April 27, 2016. 

Attest: KAREN L. HAAS, 

Clerk. 


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