I 
118TH CONGRESS 
1ST SESSION H. R. 4168 
To amend the Securities Act of 1933 to require that information required 
to be disclosed to the Securities and Exchange Commission by issuers 
be material to voting or investment decisions regarding those issuers, 
and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JUNE 15, 2023 
Mr. HUIZENGA (for himself and Mr. BARR) introduced the following bill; 
which was referred to the Committee on Financial Services 
A BILL 
To amend the Securities Act of 1933 to require that informa-
tion required to be disclosed to the Securities and Ex-
change Commission by issuers be material to voting or 
investment decisions regarding those issuers, and for 
other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Mandatory Materiality 
Requirement Act of 2023’’. 
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SEC. 2. LIMITATION ON DISCLOSURE REQUIREMENTS. 
(a) SECURITIES ACT OF 1933.—Section 2(b) of the 
Securities Act of 1933 (15 U.S.C. 77b(b)) is amended— 
(1) in the subsection heading, by inserting ‘‘; 
LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 
‘‘FORMATION’’; 
(2) by striking ‘‘Whenever’’ and inserting the 
following: 
‘‘(1) IN GENERAL.—Whenever’’; and 
(3) by adding at the end the following: 
‘‘(2) LIMITATION.— 
‘‘(A) IN GENERAL.—Whenever pursuant to 
this title the Commission is engaged in rule-
making regarding disclosure obligations of 
issuers, the Commission shall expressly provide 
that an issuer is only required to disclose infor-
mation in response to such an obligation adopt-
ed by the Commission if the issuer has deter-
mined that such information is important with 
respect to a voting or investment decision re-
garding the issuer. 
‘‘(B) APPLICABILITY.—Subparagraph (A) 
shall not apply with respect to the removal of 
any disclosure requirement with respect to an 
issuer or the modification of any disclosure re-
quirement with respect to an issuer, if the Com-
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mission expressly determines that the removal 
or modification does not require disclosures that 
are, in the aggregate, more burdensome to the 
issuer than the existing disclosure requirement. 
‘‘(C) RULE OF CONSTRUCTION.—For the 
purposes of this paragraph, information is con-
sidered to be important with respect to a voting 
or investment decision regarding an issuer if 
there is a substantial likelihood that a reason-
able investor would view the failure to disclose 
that information as having significantly altered 
the total mix of information made available to 
the investor.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(f) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(f)) is amended— 
(1) in the subsection heading, by inserting ‘‘; 
LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 
‘‘FORMATION’’; 
(2) by striking ‘‘Whenever’’ and inserting the 
following: 
‘‘(1) IN GENERAL.—Whenever’’; and 
(3) by adding at the end the following: 
‘‘(2) LIMITATION.— 
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‘‘(A) IN GENERAL.—Whenever pursuant to 
this title the Commission is engaged in rule-
making regarding disclosure obligations of 
issuers, the Commission shall expressly provide 
that an issuer is only required to disclose infor-
mation in response to such an obligation adopt-
ed by the Commission if the issuer has deter-
mined that such information is important with 
respect to a voting or investment decision re-
garding the issuer. 
‘‘(B) APPLICABILITY.—Subparagraph (A) 
shall not apply with respect to the removal of 
any disclosure requirement with respect to an 
issuer or the modification of any disclosure re-
quirement with respect to an issuer, if the Com-
mission expressly determines that the removal 
or modification does not require disclosures that 
are, in the aggregate, more burdensome to the 
issuer than the existing disclosure requirement. 
‘‘(C) RULE OF CONSTRUCTION.—For the 
purposes of this paragraph, information is con-
sidered to be important with respect to a voting 
or investment decision regarding an issuer if 
there is a substantial likelihood that a reason-
able investor would view the failure to disclose 
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that information as having significantly altered 
the total mix of information made available to 
the investor.’’. 
Æ 
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