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[Congressional Bills 113th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3623 Introduced in House (IH)]

113th CONGRESS
  1st Session
                                H. R. 3623

  To amend certain provisions of the securities laws relating to the 
                treatment of emerging growth companies.

_______________________________________________________________________

                    IN THE HOUSE OF REPRESENTATIVES

                           November 22, 2013

  Mr. Fincher (for himself and Mr. Delaney) introduced the following 
    bill; which was referred to the Committee on Financial Services

_______________________________________________________________________

                                 A BILL

 
  To amend certain provisions of the securities laws relating to the 
                treatment of emerging growth companies.

    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 ``Improving Access to Capital for 
Emerging Growth Companies Act''.

SEC. 2. FILING REQUIREMENT FOR PUBLIC FILING PRIOR TO PUBLIC OFFERING.

    Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) 
is amended by striking ``21 days'' and inserting ``15 days''.

SEC. 3. GRACE PERIOD FOR CHANGE OF STATUS OF EMERGING GROWTH COMPANIES.

    Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) 
is further amended by adding at the end the following: ``An issuer that 
was an emerging growth company at the time it filed a confidential 
registration statement for review under this subsection but is no 
longer an emerging growth company shall continue to be treated as an 
emerging growth company for purposes of this subsection through the 
earlier of the date on which the issuer consummates its initial public 
offering pursuant to such registration statement or the end of the 1-
year period beginning on the date that the company is no longer an 
emerging growth company.''.

SEC. 4. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR EMERGING GROWTH 
              COMPANIES.

    Section 102 of the Jumpstart Our Business Startups Act (Public Law 
112-106) is amended by adding at the end the following:
    ``(d) Simplified Disclosure Requirements.--With respect to an 
emerging growth company (as such term is defined under section 2 of the 
Securities Act of 1933):
            ``(1) Requirement to include notice on form s-1.--Not later 
        than 30 days after the date of enactment of this subsection, 
        the Securities and Exchange Commission shall revise its general 
        instructions on Form S-1 to indicate that a registration 
        statement filed (or submitted for confidential review) by an 
        issuer prior to an initial public offering may omit financial 
        information for historical periods otherwise required by 
        regulation S-X (17 C.F.R. 210.1-01 et seq.) as of the time of 
        filing (or confidential submission) of such registration 
        statement, provided that--
                    ``(A) prior to the issuer distributing a 
                preliminary prospectus to investors, such registration 
                statement is amended to include all relevant periods 
                required at the date of such amendment; and
                    ``(B) the issuer reasonably believes such financial 
                disclosure will no longer be required to be included in 
                the Form S-1 at the time of the contemplated offering.
            ``(2) Reliance by issuers.--Effective 30 days after the 
        date of enactment of this subsection, an issuer filing a 
        registration statement (or submitting the statement for 
        confidential review) utilizing Form S-1 may omit financial 
        information for historical periods otherwise required by 
        regulation S-X (17 C.F.R. 210.1-01 et seq.) as of the time of 
        filing (or confidential submission) of such registration 
        statement, provided that prior to the public filing of Form S-
        1, such registration statement is amended to include all 
        relevant periods required at the date of such amendment.''.

SEC. 5. FILING REQUIREMENTS FOR FOLLOW-ON OFFERINGS.

    Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is 
further amended by adding at the end the following:
            ``(3) Follow-on offerings.--An emerging growth company may, 
        within 1 year of the company's initial public offering, 
        confidentially submit to the Commission a draft registration 
        statement for any securities to be issued subsequent to its 
        initial public offering, for confidential nonpublic review by 
        the staff of the Commission prior to publicly filing a 
        registration statement, provided that the initial confidential 
        submission and all amendments thereto shall be publicly filed 
        with the Commission not later than 2 days before the date on 
        which the emerging growth company issues such securities.''.
                                 <all>
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