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 com-
pany, unless the Commission determines that the 
application of such additional requirements is 
necessary or appropriate in the public interest, 
after considering the protection of investors and 
whether the action will promote efficiency, com-
petition, and capital formation.’’. 
SEC. 6. AVAILABILITY OF INFORMATION ABOUT EMERGING 
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 publication or dis-
tribution by a broker or dealer of a research report about 
an emerging growth company that is the subject of a pro-
posed public offering of the common equity securities of such 
emerging growth company pursuant to a registration state-
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ment that the issuer proposes to file, or has filed, or that 
is effective shall be deemed for purposes 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 participate in the registered offering 
of the securities of the issuer. As used in this paragraph, 
the term ‘‘research report’’ 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 information reasonably sufficient 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 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 connec-
tion with an initial public offering of the common equity 
of an emerging growth company— 
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‘‘(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 partici-
pating 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 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 
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 sec-
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tion 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 registra-
tion statement with respect to such securities with the Com-
mission, subject to the requirement of subsection (b)(2).’’. 
(d) POST OFFERING COMMUNICATIONS.—Neither the 
Commission nor any national securities association reg-
istered under section 15A of the Securities Exchange Act 
of 1934 may adopt or maintain any rule or regulation pro-
hibiting any broker, dealer, or member of a national securi-
ties association from publishing or distributing any re-
search report or making a public appearance, with respect 
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 emerging 
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-
sociation and the emerging growth company or its 
shareholders that restricts or prohibits the sale of se-
curities held by the emerging growth company or its 
shareholders after the initial public offering date. 
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