To amend the Securities Act of 1933 to permit issuers to submit draft registration statements to the Securities and Exchange Commission for confidential review for both initial public offers and follow-on offers, to set deadlines for when such statements shall be made public, and for other purposes.
Bill: H.R.9412 | Sponsor: Rep. McHenry, Patrick T. (R-NC)
Policy area: Finance and Financial Sector

Summary:
This bill allows an issuer of securities to submit a draft registration statement to the Securities and Exchange Commission for confidential review prior to an initial public offering or a follow-on offering. Under current law, only emerging growth companies are allowed to do so.

To amend the Securities Act of 1933 to permit issuers to submit draft 
 registration statements to the Securities and Exchange Commission for 
   confidential review for both initial public offers and follow-on 
offers, to set deadlines for when such statements shall be made public, 
                        and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. CONFIDENTIAL REVIEW OF DRAFT REGISTRATION STATEMENTS AND 
              DEADLINE FOR FILING PUBLIC REGISTRATION STATEMENTS.

    (a) Securities Act of 1933.--Section 6(e) of the Securities Act of 
1933 (15 U.S.C. 77f(e)) is amended--
            (1) in the heading of the subsection, by striking 
        ``Emerging Growth Companies'' and inserting ``Confidential 
        Review of Draft Registration Statements'';
            (2) by amending paragraph (1) to read as follows:
            ``(1) In general.--Any issuer may, with respect to an 
        initial public offering or follow-on offering, 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--
                    ``(A) in the case of an initial public offering, 10 
                days before the effective date of such registration 
                statement; or
                    ``(B) in the case of a follow-on offering, 48 hours 
                before the effective date of such registration 
                statement.''; and
            (3) by adding at the end the following:
            ``(3) Follow-on offering defined.--In this subsection, the 
        term `follow-on offering' means an offering by an issuer during 
        the 12-month period beginning on the effective date of the 
        initial public offering of the issuer or the initial listing 
        date of the issuer on a national securities exchange.''.
    (b) Securities Exchange Act of 1934.--Section 12 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l) is amended by adding at the end 
the following:
    ``(m) Confidential Review of Draft Registration Statements.--
            ``(1) In general.--Any issuer may, with respect to a 
        registration required under this section, 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 10 days before the effective 
        date of such registration statement.
            ``(2) Confidentiality.--Notwithstanding any other provision 
        of this title, the Commission shall not be compelled to 
        disclose any information provided to or obtained by the 
        Commission pursuant to this subsection. For purposes of section 
        552 of title 5, United States Code, this subsection shall be 
        considered 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 
        information for purposes of section 24(b)(2) of the Securities 
        Exchange Act of 1934.''.
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