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[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[H.R. 1070 Introduced in House (IH)]

112th CONGRESS
  1st Session
                                H. R. 1070

  To amend the Securities Act of 1933 to authorize the Securities and 
 Exchange Commission to exempt a certain class of securities from such 
                                  Act.

_______________________________________________________________________

                    IN THE HOUSE OF REPRESENTATIVES

                             March 14, 2011

Mr. Schweikert (for himself, Mr. Garrett, Mr. Westmoreland, Mr. Jones, 
and Mrs. Biggert) introduced the following bill; which was referred to 
                  the Committee on Financial Services

_______________________________________________________________________

                                 A BILL

 
  To amend the Securities Act of 1933 to authorize the Securities and 
 Exchange Commission to exempt a certain class of securities from such 
                                  Act.

    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 ``Small Company Capital Formation Act 
of 2011''.

SEC. 2. AUTHORITY TO EXEMPT CERTAIN SECURITIES.

    Section 3(b) of the Securities Act of 1933 (15 U.S.C. 77c(b)) is 
amended--
            (1) by striking ``(b) The Commission'' and inserting the 
        following:
    ``(b) Additional Exemptions.--
            ``(1) In general.--The Commission'';
            (2) by inserting ``, except as provided in paragraph (2)'' 
        after ``but''; and
            (3) by adding at the end the following:
            ``(2) Exception.--The Commission shall by rule or 
        regulation exempt a class of securities pursuant to paragraph 
        (1) for which the aggregate offering amount exceeds $5,000,000 
        in accordance with the following terms and conditions:
                    ``(A) The aggregate offering amount shall not 
                exceed $50,000,000.
                    ``(B) The securities may be offered and sold 
                publicly.
                    ``(C) The securities shall not be restricted 
                securities within the meaning of the Federal securities 
                laws and the regulations promulgated thereunder.
                    ``(D) The issuer may solicit interest in the 
                offering prior to filing any offering statement, on 
                such terms and conditions as the Commission may 
                prescribe.
                    ``(E) Such other terms, conditions, or requirements 
                as the Commission may determine necessary in the public 
                interest and for the protection of investors, 
                including, but not limited to--
                            ``(i) requiring the issuer to file audited 
                        financial statements with the Commission and 
                        distribute such statements to prospective 
                        investors;
                            ``(ii) requiring the issuer to submit its 
                        offering statement and related filings to the 
                        Commission electronically; and
                            ``(iii) establishing disqualification 
                        provisions under which the exemption shall not 
                        be available based upon the disciplinary 
                        history of the issuer or its predecessors, 
                        affiliates, officers, directors, underwriters, 
                        or other related persons.
            ``(3) Periodic disclosures.--Upon such terms and conditions 
        as the Commission determines necessary in the public interest 
        and for the protection of investors, the Commission by rule or 
        regulation may require an issuer of a class of securities 
        exempted under paragraph (2) to make available to investors 
        periodic disclosures regarding the issuer, its business 
        operations, its financial condition, its use of investor funds, 
        and other appropriate matters, and also may provide for the 
        suspension and termination of such a requirement with respect 
        to that issuer.
            ``(4) Adjustment.--Not later than 2 years after the date of 
        enactment of the Small Company Capital Formation Act of 2011 
        and every 2 years thereafter, the Commission shall review the 
        offering amount limitation described in paragraph (2)(A) and 
        shall increase such amount as the Commission determines 
        appropriate. If the Commission determines not to increase such 
        amount, it shall report to the Committee on Financial Services 
        of the House of Representatives and the Committee on Banking of 
        the Senate on its reasons for not increasing the amount.''.
                                 <all>
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