II 

117TH CONGRESS 

2D SESSION S. 5005 

To amend the Securities Act of 1933 to require that information required 

to be disclosed to the Securities and Exchange Commission by issuers 

be material to investors of those issuers, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 29, 2022 

Mr. ROUNDS (for himself, Ms. LUMMIS, Mr. TILLIS, Mr. HAGERTY, Mr. 

BOOZMAN, Mr. DAINES, Mr. GRASSLEY, and Mr. SULLIVAN) 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 require that information required to be disclosed to the Securities and Exchange Commission by issuers be material to investors 

of those issuers, 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 ‘‘Mandatory Materiality 

5 Requirement Act of 2022’’. 


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2 

•S 5005 IS

1 SEC. 2. LIMITATION ON DISCLOSURE REQUIREMENTS. 

2 (a) SECURITIES ACT OF 1933.—Section 2(b) of the 

3 Securities Act of 1933 (15 U.S.C. 77b(b)) is amended— 

4 (1) in the subsection heading, by inserting ‘‘; 

5 LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 

6 ‘‘FORMATION’’; 

7 (2) by striking ‘‘Whenever’’ and inserting the 

8 following: 

9 ‘‘(1) IN GENERAL.—Whenever’’; and 

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

11 ‘‘(2) LIMITATION.— 

12 ‘‘(A) IN GENERAL.—Whenever pursuant to 

13 this title the Commission is engaged in rule14 making regarding disclosure obligations of 

15 issuers, the Commission may impose a disclo16 sure requirement on an issuer only if the Com17 mission expressly determines that there is a 

18 substantial likelihood that a reasonable investor 

19 of the issuer would consider the information 

20 disclosed to the Commission under the require21 ment to be important with respect to an invest22 ment decision regarding the issuer. 

23 ‘‘(B) APPLICABILITY.—Subparagraph (A) 

24 shall not apply with respect to the removal of 

25 any disclosure requirement with respect to an 

26 issuer. 


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3 

•S 5005 IS

1 ‘‘(C) RULE OF CONSTRUCTION.—For the 

2 purposes of this paragraph, information is im3 portant with respect to an investment decision 

4 made by an investor if there is a substantial 

5 likelihood that the investor would view the fail6 ure to disclose that information as having sig7 nificantly altered the total mix of information 

8 made available to the investor.’’. 

9 (b) SECURITIES EXCHANGE ACT OF 1934.—Section 

10 3(f) of the Securities Exchange Act of 1934 (15 U.S.C. 

11 78c(f)) is amended— 

12 (1) in the subsection heading, by inserting ‘‘; 

13 LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 

14 ‘‘FORMATION’’; 

15 (2) by striking ‘‘Whenever’’ and inserting the 

16 following: 

17 ‘‘(1) IN GENERAL.—Whenever’’; and 

18 (3) by adding at the end the following: 

19 ‘‘(2) LIMITATION.— 

20 ‘‘(A) IN GENERAL.—Whenever pursuant to 

21 this title the Commission is engaged in rule22 making regarding disclosure obligations of 

23 issuers, the Commission may impose a disclo24 sure requirement on an issuer only if the Com25 mission expressly determines that there is a 


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4 

•S 5005 IS

1 substantial likelihood that a reasonable investor 

2 of the issuer would consider the information 

3 disclosed to the Commission under the require4 ment to be important with respect to an invest5 ment decision regarding the issuer. 

6 ‘‘(B) APPLICABILITY.—Subparagraph (A) 

7 shall not apply with respect to the removal of 

8 any disclosure requirement with respect to an 

9 issuer. 

10 ‘‘(C) RULE OF CONSTRUCTION.—For the 

11 purposes of this paragraph, information is im12 portant with respect to an investment decision 

13 made by an investor if there is a substantial 

14 likelihood that the investor would view the fail15 ure to disclose that information as having sig16 nificantly altered the total mix of information 

17 made available to the investor.’’. 

Æ 


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