HR 3606 PCS
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 additional require-
ments is necessary or appropriate in the public 
interest, after considering the protection of in-
vestors and whether the action will promote ef-
ficiency, competition, and capital formation.’’. 
SEC. 105. AVAILABILITY OF INFORMATION ABOUT EMERG-
ING 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 publica-
tion or distribution by a broker or dealer of a research 
report about an emerging growth company that is the sub-
ject of a proposed public offering of the common equity 
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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 pur-
poses 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 partici-
pate in the registered offering of the securities of the 
issuer. As used in this paragraph, the term ‘research re-
port’ means a written, electronic, or oral communication 
that includes information, opinions, or recommendations 
with respect to securities of an issuer or an analysis of 
a security or an issuer, whether or not it provides informa-
tion reasonably sufficient upon which to base an invest-
ment decision.’’. 
(b) SECURITIES ANALYST COMMUNICATIONS.—Sec-
tion 15D of the Securities Exchange Act of 1934 (15 
U.S.C. 78o–6) is amended— 
(1) by redesignating subsection (c) as sub-
section (d); and 
(2) by inserting after subsection (b) the fol-
lowing: 
‘‘(c) LIMITATION.—Notwithstanding subsection (a) 
or any other provision of law, neither the Commission nor 
any national securities association registered under section 
15A may adopt or maintain any rule or regulation in con-
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nection with an initial public offering of the common eq-
uity of an emerging growth company— 
‘‘(1) restricting, based on functional role, which 
associated persons of a broker, dealer, or member of 
a national securities association, may arrange for 
communications between a securities analyst and a 
potential investor; or 
‘‘(2) restricting a securities analyst from par-
ticipating in any communications with the manage-
ment of an emerging growth company that is also 
attended by any other associated person of a broker, 
dealer, or member of a national securities associa-
tion whose functional role is other than as a securi-
ties analyst.’’. 
(c) EXPANDING PERMISSIBLE COMMUNICATIONS.— 
Section 5 of the Securities Act of 1933 (15 U.S.C. 77e) 
is amended— 
(1) by redesignating subsection (d) as sub-
section (e); and 
(2) by inserting after subsection (c) the fol-
lowing: 
‘‘(d) LIMITATION.—Notwithstanding any other provi-
sion of this section, an emerging growth company or any 
person authorized to act on behalf of an emerging growth 
company may engage in oral or written communications 
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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, Code of Federal Regu-
lations, or any successor thereto, to determine whether 
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-
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