H. R. 3606—6 
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 information reasonably suffi-
cient upon which to base an investment decision.’’. 
(b) SECURITIES ANALYST COMMUNICATIONS.—Section 15D of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o–6) is amended— 
(1) by redesignating subsection (c) as subsection (d); and 
(2) by inserting after subsection (b) the following: 
‘‘(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 connection with an initial public offering 
of the common equity 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 securi-
ties analyst and a potential investor; or 
‘‘(2) restricting a securities analyst from participating in 
any communications with the management of an emerging 
growth company that is also attended by any other associated 
person of a broker, dealer, or member of a national securities 
association whose functional role is other than as a securities 
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 subsection (e); and 
(2) by inserting after subsection (c) the following: 
‘‘(d) LIMITATION.—Notwithstanding any other provision 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 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 Regulations, 
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 securities with the Commission, subject to the 
requirement of subsection (b)(2).’’. 
(d) POST OFFERING COMMUNICATIONS.—Neither the Commis-
sion 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 respect 
to the securities of an emerging growth company, either— 
(1) within any prescribed period of time following the initial 
public offering date of the emerging growth company; or 
(2) within any prescribed period of time prior to the expira-
tion date of any agreement between the broker, dealer, or 
member of a national securities association 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.
H. R. 3606—7 
SEC. 106. OTHER MATTERS. 
(a) DRAFT REGISTRATION STATEMENTS.—Section 6 of the Securi-
ties 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 company, prior 
to its initial public offering date, may confidentially submit 
to the Commission a draft registration statement, for confiden-
tial 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, Code of Federal Regulations, 
or any successor thereto. 
‘‘(2) CONFIDENTIALITY.—Notwithstanding any other provi-
sion of this title, the Commission shall not be compelled to 
disclose any information provided to or obtained by the Commis-
sion pursuant to this subsection. For purposes of section 552 
of title 5, United States Code, this subsection shall be consid-
ered a statute described in subsection (b)(3)(B) of such section 
552. Information described in or obtained pursuant to this 
subsection shall be deemed to constitute confidential informa-
tion for purposes of section 24(b)(2) of the Securities Exchange 
Act of 1934.’’. 
(b) TICK SIZE.—Section 11A(c) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78k–1(c)) is amended by adding at the end 
the following new paragraph: 
‘‘(6) TICK SIZE.— 
‘‘(A) STUDY AND REPORT.—The Commission shall con-
duct a study examining the transition to trading and 
quoting securities in one penny increments, also known 
as decimalization. The study shall examine the impact 
that decimalization has had on the number of initial public 
offerings since its implementation relative to the period 
before its implementation. The study shall also examine 
the impact that this change has had on liquidity for small 
and middle capitalization company securities and whether 
there is sufficient economic incentive to support trading 
operations in these securities in penny increments. Not 
later than 90 days after the date of enactment of this 
paragraph, the Commission shall submit to Congress a 
report on the findings of the study. 
‘‘(B) DESIGNATION.—If the Commission determines that 
the securities of emerging growth companies should be 
quoted and traded using a minimum increment of greater 
than $0.01, the Commission may, by rule not later than 
180 days after the date of enactment of this paragraph, 
designate a minimum increment for the securities of 
emerging growth companies that is greater than $0.01 
but less than $0.10 for use in all quoting and trading 
of securities in any exchange or other execution venue.’’. 
SEC. 107. OPT-IN RIGHT FOR EMERGING GROWTH COMPANIES. 
(a) IN GENERAL.—With respect to an exemption provided to 
emerging growth companies under this title, or an amendment 
made by this title, an emerging growth company may choose to
H. R. 3606—8 
forgo such exemption and instead comply with the requirements 
that apply to an issuer that is not an emerging growth company. 
(b) SPECIAL
RULE.—Notwithstanding subsection (a), with 
respect to the extension of time to comply with new or revised 
financial accounting standards provided under section 7(a)(2)(B) 
of the Securities Act of 1933 and section 13(a) of the Securities 
Exchange Act of 1934, as added by section 102(b), if an emerging 
growth company chooses to comply with such standards to the 
same extent that a non-emerging growth company is required to 
comply with such standards, the emerging growth company— 
(1) must make such choice at the time the company is 
first required to file a registration statement, periodic report, 
or other report with the Commission under section 13 of the 
Securities Exchange Act of 1934 and notify the Securities and 
Exchange Commission of such choice; 
(2) may not select some standards to comply with in such 
manner and not others, but must comply with all such stand-
ards to the same extent that a non-emerging growth company 
is required to comply with such standards; and 
(3) must continue to comply with such standards to the 
same extent that a non-emerging growth company is required 
to comply with such standards for as long as the company 
remains an emerging growth company. 
SEC. 108. REVIEW OF REGULATION S-K. 
(a) REVIEW.—The Securities and Exchange Commission shall 
conduct a review of its Regulation S-K (17 CFR 229.10 et seq.) 
to— 
(1) comprehensively analyze the current registration 
requirements of such regulation; and 
(2) determine how such requirements can be updated to 
modernize and simplify the registration process and reduce 
the costs and other burdens associated with these requirements 
for issuers who are emerging growth companies. 
(b) REPORT.—Not later than 180 days after the date of enact-
ment of this title, the Commission shall transmit to Congress a 
report of the review conducted under subsection (a). The report 
shall include the specific recommendations of the Commission on 
how to streamline the registration process in order to make it 
more efficient and less burdensome for the Commission and for 
prospective issuers who are emerging growth companies. 
TITLE II—ACCESS TO CAPITAL FOR JOB 
CREATORS 
SEC. 201. MODIFICATION OF EXEMPTION. 
(a) MODIFICATION OF RULES.— 
(1) Not later than 90 days after the date of the enactment 
of this Act, the Securities and Exchange Commission shall 
revise its rules issued in section 230.506 of title 17, Code 
of Federal Regulations, to provide that the prohibition against 
general solicitation or general advertising contained in section 
230.502(c) of such title shall not apply to offers and sales 
of securities made pursuant to section 230.506, provided that 
all purchasers of the securities are accredited investors. Such 
rules shall require the issuer to take reasonable steps to verify