with potential investors that are qualified institutional 
buyers or institutions that are accredited investors, as 
such terms are respectively defined in section 230.144A 
and section 230.501(a) of title 17 of the Code of Federal 
Regulations, or any successor thereto, to determine wheth-
er such investors might have an interest in a contemplated 
securities offering, either prior to or following the date of 
filing of a registration statement with respect to such se-
curities with the Commission, subject to the requirement 
of subsection (b)(2).’’. 
(d) POST OFFERING COMMUNICATIONS.—Neither 
the Commission nor any national securities association 
registered under section 15A of the Securities Exchange 
Act of 1934 may adopt or maintain any rule or regulation 
prohibiting any broker, dealer, or member of a national 
securities association from publishing or distributing any 
research report or making a public appearance, with re-
spect to the securities of an emerging growth company, 
either— 
(1) within any prescribed period of time fol-
lowing the initial public offering date of the emerg-
ing growth company; or 
(2) within any prescribed period of time prior 
to the expiration date of any agreement between the 
broker, dealer, or member of a national securities as-
VerDate Mar 15 2010 
00:19 Dec 14, 2011
Jkt 019200
PO 00000
Frm 00011
Fmt 6652
Sfmt 6201
E:\BILLS\H3606.IH
H3606
tjames on DSK6SPTVN1PROD with BILLS
sociation and the emerging growth company or its 
shareholders that restricts or prohibits the sale of 
securities held by the emerging growth company or 
its shareholders after the initial public offering date. 
SEC. 7. OTHER MATTERS. 
Section 6 of the Securities Act of 1933 (15 U.S.C. 
77f) is amended by adding at the end the following: 
‘‘(e) EMERGING GROWTH COMPANIES.— 
‘‘(1) IN GENERAL.—Any emerging growth com-
pany, prior to its initial public offering date, may 
confidentially submit to the Commission a draft reg-
istration 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 21 days before the 
date on which the issuer conducts a road show, as 
such term is defined in section 230.433(h)(4) of title 
17 of the Code of Federal Regulations, or any suc-
cessor thereto. 
‘‘(2) CONFIDENTIALITY.—Notwithstanding any 
other provision of this title, the Commission shall 
not be compelled to disclose any information pro-
vided to or obtained by the Commission pursuant to 
this subsection. For purposes of section 552 of title 
VerDate Mar 15 2010 
00:19 Dec 14, 2011
Jkt 019200
PO 00000
Frm 00012
Fmt 6652
Sfmt 6201
E:\BILLS\H3606.IH
H3606
tjames on DSK6SPTVN1PROD with BILLS
5, United States Code, this subsection shall be con-
sidered a statute described in subsection (b)(3)(B) 
of such section 552. Information described in or ob-
tained pursuant to this subsection shall be deemed 
to constitute confidential information for purposes of 
section 24(b)(2) of the Securities Exchange Act of 
1934.’’. 
Æ 
VerDate Mar 15 2010 
00:19 Dec 14, 2011
Jkt 019200
PO 00000
Frm 00013
Fmt 6652
Sfmt 6301
E:\BILLS\H3606.IH
H3606
tjames on DSK6SPTVN1PROD with BILLS