(1) in section 5(d) (15 U.S.C. 77e(d))— 
(A) by striking ‘‘Notwithstanding’’ and in-
serting the following: 
‘‘(1) IN GENERAL.—Notwithstanding’’; 
(B) by striking ‘‘an emerging growth com-
pany or any person authorized to act on behalf 
of an emerging growth company’’ and inserting 
‘‘an issuer or any person authorized to act on 
behalf of an issuer’’; and 
(C) by adding at the end the following: 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, con-
ditions, or requirements on the engaging in oral 
or written communications described under 
paragraph (1) by an issuer other than an 
emerging growth company as the Commission 
determines appropriate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall submit to Congress a re-
port containing a list of the findings supporting 
the basis of the rulemaking.’’; and 
(2) in section 6(e) (15 U.S.C. 77f(e))— 
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kjohnson on DSK79L0C42PROD with BILLS
(A) in the heading, by striking ‘‘EMERG-
ING
GROWTH
COMPANIES’’ 
and 
inserting 
‘‘DRAFT REGISTRATION STATEMENTS’’; 
(B) by redesignating paragraph (2) as 
paragraph (4); and 
(C) by striking paragraph (1) and insert-
ing the following: 
‘‘(1) PRIOR TO INITIAL PUBLIC OFFERING.— 
Any issuer, prior to its initial public offering date, 
may confidentially submit to the Commission a draft 
registration statement, for confidential nonpublic re-
view by the staff of the Commission prior to public 
filing, provided that the initial confidential submis-
sion and all amendments thereto shall be publicly 
filed with the Commission not later than 15 days be-
fore the date on which the issuer conducts a road 
show, as defined in section 230.433(h) of title 17, 
Code of Federal Regulations, or, in the absence of 
a road show, at least 15 days prior to the requested 
effective date of the registration statement. 
‘‘(2) WITHIN 1 YEAR AFTER INITIAL PUBLIC 
OFFERING
OR
EXCHANGE
REGISTRATION.—Any 
issuer, within the 1-year period following its initial 
public offering or its registration of a security under 
section 12(b) of the Securities Exchange Act of 
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kjohnson on DSK79L0C42PROD with BILLS
1934 (15 U.S.C. 78l(b)), may confidentially submit 
to the Commission a draft registration statement, 
for confidential 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 15 days before the date on which the 
issuer conducts a road show, as defined in section 
230.433(h) of title 17, Code of Federal Regulations, 
or, in the absence of a road show, at least 15 days 
prior to the requested effective date of the registra-
tion statement. 
‘‘(3) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, con-
ditions, or requirements on the submission of 
draft registration statements described under 
this subsection by an issuer other than an 
emerging growth company as the Commission 
determines appropriate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall submit to Congress a re-
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port containing a list of the findings supporting 
the basis of the rulemaking.’’. 
Æ 
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