II 

115TH CONGRESS 

2D SESSION S. 2347 

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 

JANUARY 25, 2018 

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 2018’’. 

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)— 

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 issue regulations, subject to public notice and 

14 comment, to impose such other terms, condi15 tions, 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 issue a report to the Con23 gress containing a list of the findings sup24 porting the basis of such rulemaking.’’; and 

25 (2) in section 6(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 under section 230.433(h)(4) of title 

18 17, Code of Federal Regulations) or, in the absence 

19 of a road show, at least 15 days prior to the re20 quested effective date of the registration statement. 

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

22 OFFERING OR EXCHANGE REGISTRATION.—Any 

23 issuer, within the one-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, may confidentially submit to the Commission 

2 a draft registration statement, for confidential non3 public review by the staff of the Commission prior 

4 to public filing, provided that the initial confidential 

5 submission and all amendments thereto shall be pub6 licly filed with the Commission not later than 15 

7 days before the date on which the issuer conducts a 

8 road show (as defined under section 230.433(h)(4) 

9 of title 17, Code of Federal Regulations) or, in the 

10 absence of a road show, at least 15 days prior to the 

11 requested effective date of the registration state12 ment. 

13 ‘‘(3) ADDITIONAL REQUIREMENTS.— 

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

15 issue regulations, subject to public notice and 

16 comment, to impose such other terms, condi17 tions, 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 issue a report to the ConVerDate Sep 11 2014 00:32 Jan 26, 2018 Jkt 079200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\S2347.IS S2347

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1 gress containing a list of the findings sup2 porting the basis of such rulemaking.’’. 

Æ 


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