II 

114TH CONGRESS 

1ST SESSION S. 978 

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

IN THE SENATE OF THE UNITED STATES 

APRIL 16, 2015 

Mr. MURPHY (for himself, Mr. THUNE, Mr. TOOMEY, Mr. SCHATZ, and Mr. 

KING) introduced the following bill; which was read twice and referred 

to the Committee on Banking, Housing, and Urban Affairs 

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— 


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1 (1) is composed primarily of individual accred2 ited investors who are interested in investing per3 sonal capital in early-stage companies; 

4 (2) holds regular meetings and has defined 

5 processes and procedures for making investment de6 cisions, either individually or among the membership 

7 of the group as a whole; and 

8 (3) is not connected to broker-dealers or invest9 ment advisers. 

10 SEC. 3. CLARIFICATION OF GENERAL SOLICITATION. 

11 The Securities and Exchange Commission shall 

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

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

14 against general solicitation or general advertising con15 tained in section 230.502(c) of title 17, Code of Federal 

16 Regulations, the prohibition shall not apply to a presen17 tation or other communication made by or on behalf of 

18 an issuer which is made at an event— 

19 (1) sponsored by— 

20 (A) the United States or any territory 

21 thereof, by the District of Columbia, by any 

22 State, by a political subdivision of any State or 

23 territory, or by any agency or public instrumen24 tality of any of the foregoing; 


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1 (B) a college, university, or other institu2 tion of higher education; 

3 (C) a nonprofit organization; 

4 (D) an angel investor group; 

5 (E) a venture forum, venture capital asso6 ciation, or trade association; or 

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

8 the Securities and Exchange Commission may 

9 determine by rule; 

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

11 reference any specific offering of securities by the 

12 issuer; 

13 (3) the sponsor of which— 

14 (A) does not make investment rec15 ommendations or provide investment advice to 

16 event attendees; 

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

18 any investment negotiations between the issuer 

19 and investors attending the event; and 

20 (C) does not charge event attendees any 

21 fees other than administrative fees; and 

22 (4) where no specific information regarding an 

23 offering of securities by the issuer is communicated 

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

25 than— 


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1 (A) that the issuer is in the process of of2 fering securities or planning to offer securities; 

3 (B) the type and amount of securities 

4 being offered; 

5 (C) the amount of securities being offered 

6 that have already been subscribed for; and 

7 (D) the intended use of proceeds of the of8 fering. 

Æ 


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