I 
112TH CONGRESS 
1ST SESSION H. R. 3606 
To increase American job creation and economic growth by improving access 
to the public capital markets for emerging growth companies. 
IN THE HOUSE OF REPRESENTATIVES 
DECEMBER 8, 2011 
Mr. FINCHER (for himself, Mr. CARNEY, Mr. BACHUS, Mr. CROWLEY, Mr. 
GARRETT, Mr. MCHENRY, Mr. SCHWEIKERT, Mr. WESTMORELAND, Mr. 
GARAMENDI, Mr. RENACCI, Mr. HUIZENGA of Michigan, Mr. KIND, Mrs. 
BLACKBURN, Mr. DESJARLAIS, Mr. TIPTON, Mr. POLIS, Mr. CRAWFORD, 
Mr. GRIFFIN of Arkansas, Mr. AUSTIN SCOTT of Georgia, Mr. PERL-
MUTTER, Mr. HIMES, Mrs. MCCARTHY of New York, Mr. CONNOLLY of 
Virginia, Mr. PETERS, Mr. GRIMM, Mrs. CAPITO, Mr. HENSARLING, and 
Ms. ESHOO) introduced the following bill; which was referred to the Com-
mittee on Financial Services 
A BILL 
To increase American job creation and economic growth by 
improving access to the public capital markets for emerg-
ing growth companies. 
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 ‘‘Reopening American 
Capital Markets to Emerging Growth Companies Act of 
2011’’. 
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SEC. 2. DEFINITIONS. 
(a) SECURITIES ACT OF 1933.—Section 2(a) of the 
Securities Act of 1933 (15 U.S.C. 77b(a)) is amended by 
adding at the end the following: 
‘‘(19) The term ‘emerging growth company’ 
means an issuer that had total annual gross reve-
nues of less than $1,000,000,000 during its most re-
cently completed fiscal year. An issuer that is an 
emerging growth company as of the first day of that 
fiscal year shall continue to be deemed an emerging 
growth company until the earliest of— 
‘‘(A) the last day of the fiscal year of the 
issuer during which it had total annual gross 
revenues of $1,000,000,000 or more; 
‘‘(B) the last day of the fiscal year of the 
issuer following the fifth anniversary of the date 
of the first sale of common equity securities of 
the issuer pursuant to an effective registration 
statement under this title; and 
‘‘(C) the date on which such issuer is 
deemed to be a ‘large accelerated filer’, as de-
fined in section 240.12b–2 of title 17 of the 
Code of Federal Regulations, or any successor 
thereto.’’. 
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(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended— 
(1) by redesignating paragraph (77), as added 
by section 941(a) of the Investor Protection and Se-
curities Reform Act of 2010 (Public Law 111–203, 
124 Stat. 1890), as paragraph (79); and 
(2) by adding at the end the following: 
‘‘(80) The term ‘emerging growth company’ 
means an issuer that had total annual gross reve-
nues of less than $1,000,000,000 during its most re-
cently completed fiscal year. An issuer that is an 
emerging growth company as of the first day of that 
fiscal year shall continue to be deemed an emerging 
growth company until the earliest of— 
‘‘(A) the last day of the fiscal year of the 
issuer during which it had total annual gross 
revenues of $1,000,000,000 or more; 
‘‘(B) the last day of the fiscal year of the 
issuer following the fifth anniversary of the date 
of the first sale of common equity securities of 
the issuer pursuant to an effective registration 
statement under the Securities Act of 1933; 
and 
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