H. R. 3606—5 
accounting standard until such date that a company that is 
not an issuer (as defined under section 2(a) of the Sarbanes- 
Oxley Act of 2002 (15 U.S.C. 7201(a))) is required to comply 
with such new or revised accounting standard, if such standard 
applies to companies that are not issuers.’’. 
(c) OTHER DISCLOSURES.—An emerging growth company may 
comply with section 229.303(a) of title 17, Code of Federal Regula-
tions, or any successor thereto, by providing information required 
by such section with respect to the financial statements of the 
emerging growth company for each period presented pursuant to 
section 7(a) of the Securities Act of 1933 (15 U.S.C. 77g(a)). An 
emerging growth company may comply with section 229.402 of 
title 17, Code of Federal Regulations, or any successor thereto, 
by disclosing the same information as any issuer with a market 
value of outstanding voting and nonvoting common equity held 
by non-affiliates of less than $75,000,000. 
SEC. 103. INTERNAL CONTROLS AUDIT. 
Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7262(b)) is amended by inserting ‘‘, other than an issuer that 
is an emerging growth company (as defined in section 3 of the 
Securities Exchange Act of 1934),’’ before ‘‘shall attest to’’. 
SEC. 104. AUDITING STANDARDS. 
Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7213(a)(3)) is amended by adding at the end the following: 
‘‘(C) TRANSITION PERIOD FOR EMERGING GROWTH COMPA-
NIES.—Any rules of the Board requiring mandatory audit 
firm rotation or a supplement to the auditor’s report in 
which the auditor would be required to provide additional 
information about the audit and the financial statements 
of the issuer (auditor discussion and analysis) shall not 
apply to an audit of an emerging growth company, as 
defined in section 3 of the Securities Exchange Act of 
1934. Any additional rules adopted by the Board after 
the date of enactment of this subparagraph shall not apply 
to an audit of any emerging growth company, unless the 
Commission determines that the application of such addi-
tional requirements is necessary or appropriate in the 
public interest, after considering the protection of investors 
and whether the action will promote efficiency, competition, 
and capital formation.’’. 
SEC. 105. AVAILABILITY OF INFORMATION ABOUT EMERGING GROWTH 
COMPANIES. 
(a) PROVISION OF RESEARCH.—Section 2(a)(3) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)(3)) is amended by adding at the 
end the following: ‘‘The publication or distribution by a broker 
or dealer of a research report about an emerging growth company 
that is the subject of a proposed public offering of the common 
equity securities of such emerging growth company pursuant to 
a registration statement that the issuer proposes to file, or has 
filed, or that is effective shall be deemed for purposes of paragraph 
(10) of this subsection and section 5(c) not to constitute an offer 
for sale or offer to sell a security, even if the broker or dealer 
is participating or will participate in the registered offering of 
the securities of the issuer. As used in this paragraph, the term 
‘research report’ means a written, electronic, or oral communication