I 

113TH CONGRESS 

2D SESSION H. R. 4915 

To clarify the definition of general solicitation under Federal securities law. 

IN THE HOUSE OF REPRESENTATIVES 

JUNE 19, 2014 

Mr. SCHNEIDER (for himself and Mr. CHABOT) introduced the following bill; 

which was referred to the Committee on Financial Services 

A BILL 

To clarify the definition of general solicitation under Federal 

securities law. 

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 ‘‘Helping Angels Lead 

5 Our Startups Act’’ or the ‘‘HALOS Act’’. 

6 SEC. 2. DEFINITION OF ANGEL INVESTOR GROUP. 

7 As used in this Act, the term ‘‘angel investor group’’ 

8 means any group that— 

9 (1) is composed primarily of individual accred10 ited investors who are interested in investing per11 sonal capital in early-stage companies; 


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1 (2) holds regular meetings and has defined 

2 processes and procedures for making investment de3 cisions, either individually or among the membership 

4 of the group as a whole; and 

5 (3) is not connected to broker-dealers or invest6 ment advisers. 

7 SEC. 3. CLARIFICATION OF GENERAL SOLICITATION. 

8 The Securities and Exchange Commission shall 

9 amend Regulation D of its rules (17 C.F.R. 230.500 et 

10 seq.) to require that in carrying out the prohibition 

11 against general solicitation or general advertising con12 tained in section 230.502(c) of title 17, Code of Federal 

13 Regulations, the prohibition shall not apply to a presen14 tation or other communication made by or on behalf of 

15 an issuer which is made at an event— 

16 (1) sponsored by— 

17 (A) the United States or any territory 

18 thereof, by the District of Columbia, by any 

19 State, by a political subdivision of any State or 

20 territory, or by any agency or public instrumen21 tality of any of the foregoing; 

22 (B) a college, university, or other institu23 tion of higher education; 

24 (C) a nonprofit organization; 

25 (D) an angel investor group; 


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1 (E) a venture forum, venture capital asso2 ciation, or trade association; or 

3 (F) any other group, person or entity as 

4 the Securities and Exchange Commission may 

5 determine by rule; 

6 (2) where any advertising for the event does not 

7 reference any specific offering of securities by the 

8 issuer; 

9 (3) the sponsor of which— 

10 (A) does not make investment recommen11 dations or provide investment advice to event 

12 attendees; 

13 (B) does not engage in an active role in 

14 any investment negotiations between the issuer 

15 and investors attending the event; and 

16 (C) does not charge event attendees any 

17 fees other than administrative fees; and 

18 (4) where no specific information regarding an 

19 offering of securities by the issuer is communicated 

20 or distributed by or on behalf of the issuer, other 

21 than— 

22 (A) that the issuer is in the process of of23 fering securities or planning to offer securities; 

24 (B) the type and amount of securities 

25 being offered; 


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1 (C) the amount of securities being offered 

2 that have already been subscribed for; and 

3 (D) the intended use of proceeds of the of4 fering. 

Æ 


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