IB 

Union Calendar No. 281 

112TH CONGRESS 

2D SESSION H. R. 3606 

[Report No. 112–406] 

To increase American job creation and economic growth by improving access 

to the public capital markets for emerging growth companies. 

IN THE HOUSE OF REPRESENTATIVES 

DECEMBER 8, 2011 

Mr. FINCHER (for himself, Mr. CARNEY, Mr. BACHUS, Mr. CROWLEY, Mr. 

GARRETT, Mr. MCHENRY, Mr. SCHWEIKERT, Mr. WESTMORELAND, Mr. 

GARAMENDI, Mr. RENACCI, Mr. HUIZENGA of Michigan, Mr. KIND, Mrs. 

BLACKBURN, Mr. DESJARLAIS, Mr. TIPTON, Mr. POLIS, Mr. CRAWFORD, 

Mr. GRIFFIN of Arkansas, Mr. AUSTIN SCOTT of Georgia, Mr. PERLMUTTER, Mr. HIMES, Mrs. MCCARTHY of New York, Mr. CONNOLLY of 

Virginia, Mr. PETERS, Mr. GRIMM, Mrs. CAPITO, Mr. HENSARLING, and 

Ms. ESHOO) introduced the following bill; which was referred to the Committee on Financial Services 

MARCH 1, 2012 

Additional sponsors: Mr. DOLD, Ms. HAYWORTH, Mr. ROYCE, Ms. MOORE, 

Mr. NEUGEBAUER, Mr. OWENS, Mr. MEEHAN, Mr. SAM JOHNSON of 

Texas, Mr. SESSIONS, Mr. KING of New York, Mr. WELCH, Mr. SMITH

of Washington, Ms. SEWELL, Mr. HURT, Mr. WOMACK, Mr. ROSS of Arkansas, Mr. SCOTT of South Carolina, Mr. SCHOCK, Mr. CARNAHAN, Mr. 

LUETKEMEYER, Mr. RUSH, Mr. GARY G. MILLER of California, Mr. 

CANSECO, Mr. LARSEN of Washington, Mr. SCHILLING, and Mr. MANZULLO


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MARCH 1, 2012 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union, and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 

[For text of introduced bill, see copy of bill as introduced on December 8, 2011] 

A BILL 

To increase American job creation and economic growth by 

improving access to the public capital markets for emerging growth companies. 


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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 ‘‘Reopening American 

5 Capital Markets to Emerging Growth Companies Act of 

6 2012’’. 

7 SEC. 2. DEFINITIONS. 

8 (a) SECURITIES ACT OF 1933.—Section 2(a) of the Se9 curities Act of 1933 (15 U.S.C. 77b(a)) is amended by add10 ing at the end the following: 

11 ‘‘(19) The term ‘emerging growth company’ 

12 means an issuer that had total annual gross revenues 

13 of less than $1,000,000,000 during its most recently 

14 completed fiscal year. An issuer that is an emerging 

15 growth company as of the first day of that fiscal year 

16 shall continue to be deemed an emerging growth com17 pany until the earliest of— 

18 ‘‘(A) the last day of the fiscal year of the 

19 issuer during which it had total annual gross 

20 revenues of $1,000,000,000 or more; 

21 ‘‘(B) the last day of the fiscal year of the 

22 issuer following the fifth anniversary of the date 

23 of the first sale of common equity securities of 

24 the issuer pursuant to an effective registration 

25 statement under this title; or 


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1 ‘‘(C) the date on which such issuer is 

2 deemed to be a ‘large accelerated filer’, as defined 

3 in section 240.12b–2 of title 17, Code of Federal 

4 Regulations, or any successor thereto.’’. 

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

6 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 

7 78c(a)) is amended— 

8 (1) by redesignating paragraph (77), as added 

9 by section 941(a) of the Investor Protection and Secu10 rities Reform Act of 2010 (Public Law 111–203, 124 

11 Stat. 1890), as paragraph (79); and 

12 (2) by adding at the end the following: 

13 ‘‘(80) EMERGING GROWTH COMPANY.—The term 

14 ‘emerging growth company’ means an issuer that had 

15 total annual gross revenues of less than 

16 $1,000,000,000 during its most recently completed fis17 cal year. An issuer that is an emerging growth com18 pany as of the first day of that fiscal year shall con19 tinue to be deemed an emerging growth company 

20 until the earliest of— 

21 ‘‘(A) the last day of the fiscal year of the 

22 issuer during which it had total annual gross 

23 revenues of $1,000,000,000 or more; 

24 ‘‘(B) the last day of the fiscal year of the 

25 issuer following the fifth anniversary of the date 


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1 of the first sale of common equity securities of 

2 the issuer pursuant to an effective registration 

3 statement under the Securities Act of 1933; or 

4 ‘‘(C) the date on which such issuer is 

5 deemed to be a ‘large accelerated filer’, as defined 

6 in section 240.12b–2 of title 17, Code of Federal 

7 Regulations, or any successor thereto.’’. 

8 (c) OTHER DEFINITIONS.—As used in this Act, the fol9 lowing definitions shall apply: 

10 (1) COMMISSION.—The term ‘‘Commission’’ 

11 means the Securities and Exchange Commission. 

12 (2) INITIAL PUBLIC OFFERING DATE.—The term 

13 ‘‘initial public offering date’’ means the date of the 

14 first sale of common equity securities of an issuer 

15 pursuant to an effective registration statement under 

16 the Securities Act of 1933. 

17 (d) EFFECTIVE DATE.—Notwithstanding section 

18 2(a)(19) of the Securities Act of 1933 and section 3(a)(80) 

19 of the Securities Exchange Act of 1934, an issuer shall not 

20 be an emerging growth company for purposes of such Acts 

21 if the first sale of common equity securities of such issuer 

22 pursuant to an effective registration statement under the 

23 Securities Act of 1933 occurred on or before December 8, 

24 2011. 


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1 SEC. 3. DISCLOSURE OBLIGATIONS. 

2 (a) EXECUTIVE COMPENSATION.— 

3 (1) EXEMPTION.—Section 14A(e) of the Securi4 ties Exchange Act of 1934 (15 U.S.C. 78n–1(e)) is 

5 amended— 

6 (A) by striking ‘‘The Commission may’’ and 

7 inserting the following: 

8 ‘‘(1) IN GENERAL.—The Commission may’’; 

9 (B) by striking ‘‘an issuer’’ and inserting 

10 ‘‘any other issuer’’; and 

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

12 ‘‘(2) TREATMENT OF EMERGING GROWTH COMPA13 NIES.— 

14 ‘‘(A) IN GENERAL.—An emerging growth 

15 company shall be exempt from the requirements 

16 of subsections (a) and (b). 

17 ‘‘(B) COMPLIANCE AFTER TERMINATION OF

18 EMERGING GROWTH COMPANY TREATMENT.—An 

19 issuer that was an emerging growth company 

20 but is no longer an emerging growth company 

21 shall include the first separate resolution de22 scribed under subsection (a)(1) not later than the 

23 end of— 

24 ‘‘(i) in the case of an issuer that was 

25 an emerging growth company for less than 

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1 mon equity securities of the issuer pursuant 

2 to an effective registration statement under 

3 the Securities Act of 1933, the 3-year period 

4 beginning on such date; and 

5 ‘‘(ii) in the case of any other issuer, 

6 the 1-year period beginning on the date the 

7 issuer is no longer an emerging growth com8 pany.’’. 

9 (2) PROXIES.—Section 14(i) of the Securities 

10 Exchange Act of 1934 (15 U.S.C. 78n(i)) is amended 

11 by inserting ‘‘, for any issuer other than an emerging 

12 growth company,’’ after ‘‘including’’. 

13 (3) COMPENSATION DISCLOSURES.—Section 

14 953(b)(1) of the Investor Protection and Securities 

15 Reform Act of 2010 (Public Law 111–203; 124 Stat. 

16 1904) is amended by inserting ‘‘, other than an 

17 emerging growth company, as that term is defined in 

18 section 3(a) of the Securities Exchange Act of 1934,’’ 

19 after ‘‘require each issuer’’. 

20 (b) FINANCIAL DISCLOSURES AND ACCOUNTING PRO21 NOUNCEMENTS.— 

22 (1) SECURITIES ACT OF 1933.—Section 7(a) of 

23 the Securities Act of 1933 (15 U.S.C. 77g(a)) is 

24 amended— 


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1 (A) by striking ‘‘(a) The registration’’ and 

2 inserting the following: 

3 ‘‘(a) INFORMATION REQUIRED IN REGISTRATION

4 STATEMENT.— 

5 ‘‘(1) IN GENERAL.—The registration’’; and 

6 (B) by adding at the end the following: 

7 ‘‘(2) TREATMENT OF EMERGING GROWTH COMPA8 NIES.—An emerging growth company— 

9 ‘‘(A) need not present more than 2 years of 

10 audited financial statements in order for the reg11 istration statement of such emerging growth 

12 company with respect to an initial public offer13 ing of its common equity securities to be effec14 tive, and in any other registration statement to 

15 be filed with the Commission, an emerging 

16 growth company need not present selected finan17 cial data in accordance with section 229.301 of 

18 title 17, Code of Federal Regulations, for any pe19 riod prior to the earliest audited period pre20 sented in connection with its initial public offer21 ing; and 

22 ‘‘(B) may not be required to comply with 

23 any new or revised financial accounting stand24 ard until such date that a company that is not 

25 an issuer (as defined under section 2(a) of the 


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1 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a)) 

2 is required to comply with such new or revised 

3 accounting standard, if such standard applies to 

4 companies that are not issuers.’’. 

5 (2) SECURITIES EXCHANGE ACT OF 1934.—Sec6 tion 13(a) of the Securities Exchange Act of 1934 (15 

7 U.S.C. 78m(a)) is amended by adding at the end the 

8 following: ‘‘In any registration statement, periodic re9 port, or other reports to be filed with the Commission, 

10 an emerging growth company need not present se11 lected financial data in accordance with section 

12 229.301 of title 17, Code of Federal Regulations, for 

13 any period prior to the earliest audited period pre14 sented in connection with its first registration state15 ment that became effective under this Act or the Secu16 rities Act of 1933 and, with respect to any such state17 ment or reports, an emerging growth company may 

18 not be required to comply with any new or revised fi19 nancial accounting standard until such date that a 

20 company that is not an issuer (as defined under sec21 tion 2(a) of the Sarbanes-Oxley Act of 2002 (15 

22 U.S.C. 7201(a))) is required to comply with such new 

23 or revised accounting standard, if such standard ap24 plies to companies that are not issuers.’’. 


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1 (c) OTHER DISCLOSURES.—An emerging growth com2 pany may comply with section 229.303(a) of title 17, Code 

3 of Federal Regulations, or any successor thereto, by pro4 viding information required by such section with respect 

5 to the financial statements of the emerging growth company 

6 for each period presented pursuant to section 7(a) of the 

7 Securities Act of 1933 (15 U.S.C. 77g(a)). An emerging 

8 growth company may comply with section 229.402 of title 

9 17, Code of Federal Regulations, or any successor thereto, 

10 by disclosing the same information as any issuer with a 

11 market value of outstanding voting and nonvoting common 

12 equity held by non-affiliates of less than $75,000,000. 

13 SEC. 4. INTERNAL CONTROLS AUDIT. 

14 Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 

15 U.S.C. 7262(b)) is amended by inserting ‘‘, other than an 

16 issuer that is an emerging growth company (as defined in 

17 section 3 of the Securities Exchange Act of 1934),’’ before 

18 ‘‘shall attest to’’. 

19 SEC. 5. AUDITING STANDARDS. 

20 Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 

21 (15 U.S.C. 7213(a)(3)) is amended by adding at the end 

22 the following: 

23 ‘‘(C) TRANSITION PERIOD FOR EMERGING

24 GROWTH COMPANIES.—Any rules of the Board 

25 requiring mandatory audit firm rotation or a 


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1 supplement to the auditor’s report in which the 

2 auditor would be required to provide additional 

3 information about the audit and the financial 

4 statements of the issuer (auditor discussion and 

5 analysis) shall not apply to an audit of an 

6 emerging growth company, as defined in section 

7 3 of the Securities Exchange Act of 1934. Any 

8 additional rules adopted by the Board after the 

9 date of enactment of this subparagraph shall not 

10 apply to an audit of any emerging growth com11 pany, unless the Commission determines that the 

12 application of such additional requirements is 

13 necessary or appropriate in the public interest, 

14 after considering the protection of investors and 

15 whether the action will promote efficiency, com16 petition, and capital formation.’’. 

17 SEC. 6. AVAILABILITY OF INFORMATION ABOUT EMERGING 

18 GROWTH COMPANIES. 

19 (a) PROVISION OF RESEARCH.—Section 2(a)(3) of the 

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

21 by adding at the end the following: ‘‘The publication or dis22 tribution by a broker or dealer of a research report about 

23 an emerging growth company that is the subject of a pro24 posed public offering of the common equity securities of such 

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1 ment that the issuer proposes to file, or has filed, or that 

2 is effective shall be deemed for purposes of paragraph (10) 

3 of this subsection and section 5(c) not to constitute an offer 

4 for sale or offer to sell a security, even if the broker or dealer 

5 is participating or will participate in the registered offering 

6 of the securities of the issuer. As used in this paragraph, 

7 the term ‘‘research report’’ means a written, electronic, or 

8 oral communication that includes information, opinions, or 

9 recommendations with respect to securities of an issuer or 

10 an analysis of a security or an issuer, whether or not it 

11 provides information reasonably sufficient upon which to 

12 base an investment decision.’’. 

13 (b) SECURITIES ANALYST COMMUNICATIONS.—Section 

14 15D of the Securities Exchange Act of 1934 (15 U.S.C. 78o– 

15 6) is amended— 

16 (1) by redesignating subsection (c) as subsection 

17 (d); and 

18 (2) by inserting after subsection (b) the fol19 lowing: 

20 ‘‘(c) LIMITATION.—Notwithstanding subsection (a) or 

21 any other provision of law, neither the Commission nor any 

22 national securities association registered under section 15A 

23 may adopt or maintain any rule or regulation in connec24 tion with an initial public offering of the common equity 

25 of an emerging growth company— 


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1 ‘‘(1) restricting, based on functional role, which 

2 associated persons of a broker, dealer, or member of 

3 a national securities association, may arrange for 

4 communications between a securities analyst and a 

5 potential investor; or 

6 ‘‘(2) restricting a securities analyst from partici7 pating in any communications with the management 

8 of an emerging growth company that is also attended 

9 by any other associated person of a broker, dealer, or 

10 member of a national securities association whose 

11 functional role is other than as a securities analyst.’’. 

12 (c) EXPANDING PERMISSIBLE COMMUNICATIONS.— 

13 Section 5 of the Securities Act of 1933 (15 U.S.C. 77e) is 

14 amended— 

15 (1) by redesignating subsection (d) as subsection 

16 (e); and 

17 (2) by inserting after subsection (c) the fol18 lowing: 

19 ‘‘(d) LIMITATION.—Notwithstanding any other provi20 sion of this section, an emerging growth company or any 

21 person authorized to act on behalf of an emerging growth 

22 company may engage in oral or written communications 

23 with potential investors that are qualified institutional 

24 buyers or institutions that are accredited investors, as such 

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1 tion 230.501(a) of title 17, Code of Federal Regulations, or 

2 any successor thereto, to determine whether such investors 

3 might have an interest in a contemplated securities offering, 

4 either prior to or following the date of filing of a registra5 tion statement with respect to such securities with the Com6 mission, subject to the requirement of subsection (b)(2).’’. 

7 (d) POST OFFERING COMMUNICATIONS.—Neither the 

8 Commission nor any national securities association reg9 istered under section 15A of the Securities Exchange Act 

10 of 1934 may adopt or maintain any rule or regulation pro11 hibiting any broker, dealer, or member of a national securi12 ties association from publishing or distributing any re13 search report or making a public appearance, with respect 

14 to the securities of an emerging growth company, either— 

15 (1) within any prescribed period of time fol16 lowing the initial public offering date of the emerging 

17 growth company; or 

18 (2) within any prescribed period of time prior to 

19 the expiration date of any agreement between the 

20 broker, dealer, or member of a national securities as21 sociation and the emerging growth company or its 

22 shareholders that restricts or prohibits the sale of se23 curities held by the emerging growth company or its 

24 shareholders after the initial public offering date. 


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1 SEC. 7. OTHER MATTERS. 

2 (a) DRAFT REGISTRATION STATEMENTS.—Section 6 of 

3 the Securities Act of 1933 (15 U.S.C. 77f) is amended by 

4 adding at the end the following: 

5 ‘‘(e) EMERGING GROWTH COMPANIES.— 

6 ‘‘(1) IN GENERAL.—Any emerging growth com7 pany, prior to its initial public offering date, may 

8 confidentially submit to the Commission a draft reg9 istration statement, for confidential nonpublic review 

10 by the staff of the Commission prior to public filing, 

11 provided that the initial confidential submission and 

12 all amendments thereto shall be publicly filed with the 

13 Commission not later than 21 days before the date on 

14 which the issuer conducts a road show, as such term 

15 is defined in section 230.433(h)(4) of title 17, Code of 

16 Federal Regulations, or any successor thereto. 

17 ‘‘(2) CONFIDENTIALITY.—Notwithstanding any 

18 other provision of this title, the Commission shall not 

19 be compelled to disclose any information provided to 

20 or obtained by the Commission pursuant to this sub21 section. For purposes of section 552 of title 5, United 

22 States Code, this subsection shall be considered a stat23 ute described in subsection (b)(3)(B) of such section 

24 552. Information described in or obtained pursuant to 

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1 tial information for purposes of section 24(b)(2) of the 

2 Securities Exchange Act of 1934.’’. 

3 (b) TICK SIZE.—Section 11A(c) of the Securities Ex4 change Act of 1934 (15 U.S.C. 78k-1(c)) is amended by add5 ing at the end the following new paragraph: 

6 ‘‘(6) TICK SIZE.— 

7 ‘‘(A) STUDY AND REPORT.—The Commis8 sion shall conduct a study examining the transi9 tion to trading and quoting securities in one 

10 penny increments, also known as decimalization. 

11 The study shall examine the impact that 

12 decimalization has had on the number of initial 

13 public offerings since its implementation relative 

14 to the period before its implementation. The 

15 study shall also examine the impact that this 

16 change has had on liquidity for small and mid17 dle capitalization company securities and wheth18 er there is sufficient economic incentive to sup19 port trading operations in these securities in 

20 penny increments. Not later than 90 days after 

21 the date of enactment of this paragraph, the 

22 Commission shall submit to Congress a report on 

23 the findings of the study. 

24 ‘‘(B) DESIGNATION.—If the Commission de25 termines that the securities of emerging growth 


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1 companies should be quoted and traded using a 

2 minimum increment of greater than $0.01, the 

3 Commission may, by rule not later than 180 

4 days after the date of enactment of this para5 graph, designate a minimum increment for the 

6 securities of emerging growth companies that is 

7 greater than $0.01 but less than $0.10 for use in 

8 all quoting and trading of securities in any ex9 change or other execution venue.’’. 

10 SEC. 8. OPT-IN RIGHT FOR EMERGING GROWTH COMPA11 NIES. 

12 (a) IN GENERAL.—With respect to an exemption pro13 vided to emerging growth companies under this Act, or an 

14 amendment made by this Act, an emerging growth company 

15 may choose to forgo such exemption and instead comply 

16 with the requirements that apply to an issuer that is not 

17 an emerging growth company. 

18 (b) SPECIAL RULE.—Notwithstanding subsection (a), 

19 with respect to the extension of time to comply with new 

20 or revised financial accounting standards provided under 

21 section 7(a)(2)(B) of the Securities Act of 1933 and section 

22 13(a) of the Securities Exchange Act of 1934, as added by 

23 section 3(b), if an emerging growth company chooses to 

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1 emerging growth company is required to comply with such 

2 standards, the emerging growth company— 

3 (1) must make such choice at the time the com4 pany is first required to file a registration statement, 

5 periodic report, or other report with the Commission 

6 under section 13 of the Securities Exchange Act of 

7 1934 and notify the Securities and Exchange Com8 mission of such choice; 

9 (2) may not select some standards to comply 

10 with in such manner and not others, but must comply 

11 with all such standards to the same extent that a non12 emerging growth company is required to comply with 

13 such standards; and 

14 (3) must continue to comply with such standards 

15 to the same extent that a non-emerging growth com16 pany is required to comply with such standards for 

17 as long as the company remains an emerging growth 

18 company. 

19 SEC. 9. REVIEW OF REGULATION S-K. 

20 (a) REVIEW.—The Securities and Exchange Commis21 sion shall conduct a review of its Regulation S-K (17 C.F.R. 

22 229.10 et seq.) to— 

23 (1) comprehensively analyze the current registra24 tion requirements of such regulation; and 


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1 (2) determine how such requirements can be up2 dated to modernize and simplify the registration 

3 process and reduce the costs and other burdens associ4 ated with these requirements for issuers who are 

5 emerging growth companies. 

6 (b) REPORT.—Not later the 180 days after the date 

7 of enactment of this Act, the Commission shall transmit to 

8 Congress a report of the review conducted under subsection 

9 (a). The report shall include the specific recommendations 

10 of the Commission on how to streamline the registration 

11 process in order to make it more efficient and less burden12 some for the Commission and for prospective issuers who 

13 are emerging growth companies. 


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Union Calendar No. 281 

112TH CONGRESS 

2D SESSION H. R. 3606 

[Report No. 112–406] 

A BILL 

To increase American job creation and economic 

markets for emerging growth companies. growth by improving access to the public capital 

MARCH 1, 2012 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union, 


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