I 
117TH CONGRESS 
2D SESSION 
H. R. 9408 
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 investors of those issuers, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
DECEMBER 2, 2022 
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 investors 
of 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 2022’’. 
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— 
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(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 may impose a disclo-
sure requirement on an issuer only if the Com-
mission expressly determines that there is a 
substantial likelihood that a reasonable investor 
of the issuer would consider the information 
disclosed to the Commission under the require-
ment to be important with respect to an invest-
ment decision regarding the issuer. 
‘‘(B) APPLICABILITY.—Subparagraph (A) 
shall not apply with respect to the removal of 
any disclosure requirement with respect to an 
issuer. 
‘‘(C) RULE OF CONSTRUCTION.—For the 
purposes of this paragraph, information is im-
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portant with respect to an investment decision 
made by an investor if there is a substantial 
likelihood that the investor would view the fail-
ure to disclose that information as having sig-
nificantly 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.— 
‘‘(A) IN GENERAL.—Whenever pursuant to 
this title the Commission is engaged in rule-
making regarding disclosure obligations of 
issuers, the Commission may impose a disclo-
sure requirement on an issuer only if the Com-
mission expressly determines that there is a 
substantial likelihood that a reasonable investor 
of the issuer would consider the information 
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disclosed to the Commission under the require-
ment to be important with respect to an invest-
ment decision regarding the issuer. 
‘‘(B) APPLICABILITY.—Subparagraph (A) 
shall not apply with respect to the removal of 
any disclosure requirement with respect to an 
issuer. 
‘‘(C) RULE OF CONSTRUCTION.—For the 
purposes of this paragraph, information is im-
portant with respect to an investment decision 
made by an investor if there is a substantial 
likelihood that the investor would view the fail-
ure to disclose that information as having sig-
nificantly altered the total mix of information 
made available to the investor.’’. 
Æ 
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