Encouraging Public Offerings Act of 2023

Subjects: Finance and Financial Sector, Financial services and investments, Government information and archives, Securities

Summary:  <p><b>Encouraging Public Offerings Act of 2023</b></p> <p>This bill provides statutory authority for all issuers of securities to use certain offering procedures that are available to emerging growth companies.</p> <p>Specifically, the bill allows under statute issuers of securities to communicate with potential investors to ascertain interest in a contemplated securities offering, either before or after the filing of a registration statement (i.e., <em>test the waters</em>). </p> <p>Additionally, issuers are allowed under statute to submit a confidential draft registration statement to the Securities and Exchange Commission for review prior to public filing or within one year after the&nbsp;initial public offering or registration. </p>

<html><body><pre>[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2793 Introduced in House (IH)]

&lt;DOC&gt;






118th CONGRESS
  1st Session
                                H. R. 2793

   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 HOUSE OF REPRESENTATIVES

                             April 20, 2023

Mrs. Wagner (for herself and Mr. Meeks) introduced the following bill; 
       which was referred to the Committee on Financial Services

_______________________________________________________________________

                                 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.

    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 ``Encouraging Public Offerings Act of 
2023''.

SEC. 2. EXPANDING TESTING THE WATERS AND CONFIDENTIAL SUBMISSIONS.

    The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended--
            (1) in section 5(d) (15 U.S.C. 77e(d))--
                    (A) by striking ``Notwithstanding'' and inserting 
                the following:
            ``(1) In general.--Notwithstanding'';
                    (B) by striking ``an emerging growth company or any 
                person authorized to act on behalf of an emerging 
                growth company'' and inserting ``an issuer or any 
                person authorized to act on behalf of an issuer''; and
                    (C) by adding at the end the following:
            ``(2) Additional requirements.--
                    ``(A) In general.--The Commission may promulgate 
                regulations, subject to public notice and comment, to 
                impose such other terms, conditions, or requirements on 
                the engaging in oral or written communications 
                described under paragraph (1) by an issuer other than 
                an emerging growth company as the Commission determines 
                appropriate.
                    ``(B) Report to congress.--Prior to any rulemaking 
                described under subparagraph (A), the Commission shall 
                submit to Congress a report containing a list of the 
                findings supporting the basis of the rulemaking.''; and
            (2) in section 6(e) (15 U.S.C. 77f(e))--
                    (A) in the heading, by striking ``Emerging Growth 
                Companies'' and inserting ``Draft Registration 
                Statements'';
                    (B) by redesignating paragraph (2) as paragraph 
                (4); and
                    (C) by striking paragraph (1) and inserting the 
                following:
            ``(1) Prior to initial public offering.--Any issuer, prior 
        to its initial public offering date, may confidentially submit 
        to the Commission a draft registration statement, for 
        confidential nonpublic review by the staff of the Commission 
        prior to public filing, provided that the initial confidential 
        submission and all amendments thereto shall be publicly filed 
        with the Commission not later than 15 days before the date on 
        which the issuer conducts a road show, as defined in section 
        230.433(h) of title 17, Code of Federal Regulations, or, in the 
        absence of a road show, at least 15 days prior to the requested 
        effective date of the registration statement.
            ``(2) Within 1 year after initial public offering or 
        exchange registration.--Any issuer, within the 1-year period 
        following its initial public offering or its registration of a 
        security under section 12(b) of the Securities Exchange Act of 
        1934 (15 U.S.C. 78l(b)), may confidentially submit to the 
        Commission a draft registration statement, for confidential 
        nonpublic review by the staff of the Commission prior to public 
        filing, provided that the initial confidential submission and 
        all amendments thereto shall be publicly filed with the 
        Commission not later than 15 days before the date on which the 
        issuer conducts a road show, as defined in section 230.433(h) 
        of title 17, Code of Federal Regulations, or, in the absence of 
        a road show, at least 15 days prior to the requested effective 
        date of the registration statement.
            ``(3) Additional requirements.--
                    ``(A) In general.--The Commission may promulgate 
                regulations, subject to public notice and comment, to 
                impose such other terms, conditions, or requirements on 
                the submission of draft registration statements 
                described under this subsection by an issuer other than 
                an emerging growth company as the Commission determines 
                appropriate.
                    ``(B) Report to congress.--Prior to any rulemaking 
                described under subparagraph (A), the Commission shall 
                submit to Congress a report containing a list of the 
                findings supporting the basis of the rulemaking.''.
                                 &lt;all&gt;
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