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[Congressional Bills 114th Congress]
[From the U.S. Government Publishing Office]
[S. 978 Introduced in Senate (IS)]

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.

    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 ``Helping Angels Lead Our Startups 
Act'' or the ``HALOS Act''.

SEC. 2. DEFINITION OF ANGEL INVESTOR GROUP.

    As used in this Act, the term ``angel investor group'' means any 
group that--
            (1) is composed primarily of individual accredited 
        investors who are interested in investing personal capital in 
        early-stage companies;
            (2) holds regular meetings and has defined processes and 
        procedures for making investment decisions, either individually 
        or among the membership of the group as a whole; and
            (3) is not connected to broker-dealers or investment 
        advisers.

SEC. 3. CLARIFICATION OF GENERAL SOLICITATION.

    The Securities and Exchange Commission shall amend Regulation D of 
its rules (17 C.F.R. 230.500 et seq.) to require that in carrying out 
the prohibition against general solicitation or general advertising 
contained in section 230.502(c) of title 17, Code of Federal 
Regulations, the prohibition shall not apply to a presentation or other 
communication made by or on behalf of an issuer which is made at an 
event--
            (1) sponsored by--
                    (A) the United States or any territory thereof, by 
                the District of Columbia, by any State, by a political 
                subdivision of any State or territory, or by any agency 
                or public instrumentality of any of the foregoing;
                    (B) a college, university, or other institution of 
                higher education;
                    (C) a nonprofit organization;
                    (D) an angel investor group;
                    (E) a venture forum, venture capital association, 
                or trade association; or
                    (F) any other group, person or entity as the 
                Securities and Exchange Commission may determine by 
                rule;
            (2) where any advertising for the event does not reference 
        any specific offering of securities by the issuer;
            (3) the sponsor of which--
                    (A) does not make investment recommendations or 
                provide investment advice to event attendees;
                    (B) does not engage in an active role in any 
                investment negotiations between the issuer and 
                investors attending the event; and
                    (C) does not charge event attendees any fees other 
                than administrative fees; and
            (4) where no specific information regarding an offering of 
        securities by the issuer is communicated or distributed by or 
        on behalf of the issuer, other than--
                    (A) that the issuer is in the process of offering 
                securities or planning to offer securities;
                    (B) the type and amount of securities being 
                offered;
                    (C) the amount of securities being offered that 
                have already been subscribed for; and
                    (D) the intended use of proceeds of the offering.
                                 <all>
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