IB 
Union Calendar No. 68 
118TH CONGRESS 
1ST SESSION H. R. 2812 
[Report No. 118–91] 
To require the Securities and Exchange Commission to carry out a study 
of the costs associated with small- and medium-sized companies to under-
take initial public offerings. 
IN THE HOUSE OF REPRESENTATIVES 
APRIL 25, 2023 
Mr. HIMES introduced the following bill; which was referred to the Committee 
on Financial Services 
JUNE 5, 2023 
Additional sponsor: Mr. LAWLER 
JUNE 5, 2023 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on April 25, 2023] 
VerDate Sep 11 2014 
01:34 Jun 06, 2023
Jkt 039200
PO 00000
Frm 00001
Fmt 6652
Sfmt 6652
E:\BILLS\H2812.RH
H2812
dmwilson on DSKJM0X7X2PROD with BILLS
A BILL 
To require the Securities and Exchange Commission to carry 
out a study of the costs associated with small- and 
medium-sized companies to undertake initial public offer-
ings. 
VerDate Sep 11 2014 
01:12 Jun 06, 2023
Jkt 039200
PO 00000
Frm 00002
Fmt 6652
Sfmt 6652
E:\BILLS\H2812.RH
H2812
dmwilson on DSKJM0X7X2PROD with BILLS
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 ‘‘Middle Market IPO Un-
derwriting Cost Act’’. 
SEC. 2. STUDY ON IPO FEES. 
(a) STUDY.—The Securities and Exchange Commis-
sion (‘‘Commission’’), in consultation with the Financial 
Industry Regulatory Authority, shall carry out a study of 
the costs associated with small- and medium-sized compa-
nies to undertake initial public offerings (‘‘IPOs’’). In car-
rying out such study, the Commission shall— 
(1) consider the direct and indirect costs of an 
IPO, including— 
(A) fees, such as gross spreads paid to un-
derwriters, IPO advisors, and other profes-
sionals; 
(B) compliance with Federal and State se-
curities laws at the time of the IPO; and 
(C) such other IPO-related costs as the 
Commission determines appropriate; 
(2) compare and analyze the costs of an IPO 
with the costs of obtaining alternative sources of fi-
nancing and of liquidity; 
VerDate Sep 11 2014 
01:12 Jun 06, 2023
Jkt 039200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6203
E:\BILLS\H2812.RH
H2812
dmwilson on DSKJM0X7X2PROD with BILLS
(3) consider the impact of such costs on capital 
formation; 
(4) analyze the impact of these costs on the 
availability of public securities of small- and me-
dium-sized companies to retail investors; and 
(5) analyze trends in IPOs over a time period 
the Commission determines is appropriate to analyze 
IPO pricing practices, considering— 
(A) the number of IPOs; 
(B) how costs for IPOs have evolved over 
time, including fees paid to underwriters, invest-
ment advisory firms, and other professions for 
services in connection with an IPO; 
(C) the number of brokers and dealers active 
in underwriting IPOs; 
(D) the different types of services that un-
derwriters and related persons provide before 
and after a small- or medium-sized company 
IPO and the factors impacting underwriting 
costs; 
(E) changes in the costs and availability of 
investment research for small- and medium-sized 
companies; and 
(F) any other consideration the Commission 
considers necessary and appropriate. 
VerDate Sep 11 2014 
01:12 Jun 06, 2023
Jkt 039200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6203
E:\BILLS\H2812.RH
H2812
dmwilson on DSKJM0X7X2PROD with BILLS
(b) REPORT.—Not later than the end of the 360-day 
period beginning on the date of the enactment of this Act, 
the Commission shall issue a report to the Congress con-
taining all findings and determinations made in carrying 
out the study required under subsection (a) and any admin-
istrative or legislative recommendations the Commission 
may have. 
VerDate Sep 11 2014 
01:12 Jun 06, 2023
Jkt 039200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6203
E:\BILLS\H2812.RH
H2812
dmwilson on DSKJM0X7X2PROD with BILLS
Union Calendar No. 68 
118TH CONGRESS 
1ST SESSION 
H. R. 2812 
[Report No. 118–91] 
A BILL 
To require the Securities and Exchange Commis-
sion to carry out a study of the costs associated 
with small- and medium-sized companies to un-
dertake initial public offerings. 
JUNE 5, 2023 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
VerDate Sep 11 2014 
01:34 Jun 06, 2023
Jkt 039200
PO 00000
Frm 00006
Fmt 6651
Sfmt 6651
E:\BILLS\H2812.RH
H2812
dmwilson on DSKJM0X7X2PROD with BILLS