Protecting Investors from Excessive SPACs Fees Act of 2021
Bill: H.R.5913 | Sponsor: Rep. Sherman, Brad (D-CA)
Policy area: Finance and Financial Sector

Summary:
Protecting Investors from Excessive SPACs Fees Act of 2021
This bill limits the transaction or recommendation by registered investment advisers to specified investors of securities belonging to certain special purpose acquisition companies and brokers. Special purpose acquisition companies raise capital through initial public offerings with the intent to acquire other companies.
Specifically, these securities may not be recommended to a person who is not an accredited investor unless the related economic compensation is 5% or less or the company makes necessary disclosures to the Securities and Exchange Commission for the protection of investors. An accredited investor must satisfy certain requirements indicating their reduced exposure to financial risk, including those related to income, net worth, or knowledge and experience.


To prohibit registered investment advisers, brokers, and registered 
  representatives of brokers from facilitating the transaction of or 
  recommending the securities of certain special purpose acquisition 
 companies unless certain disclosures are made, 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. SHORT TITLE.

    This Act may be cited as the ``Protecting Investors from Excessive 
SPACs Fees Act of 2021''.

SEC. 2. PROHIBITION RELATING TO CERTAIN SPECIAL PURPOSE ACQUISITION 
              COMPANIES.

    (a) Investment Advisers.--Section 206 of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b-6) is amended--
            (1) in paragraph (3), by striking ``or'' at the end;
            (2) in paragraph (4), by striking the period at the end and 
        inserting ``; or''; and
            (3) by adding at the end the following:
            ``(5) to facilitate the transaction of, or recommend, 
        securities of a special purpose acquisition company, as defined 
        by the Commission, to a person who is not an accredited 
        investor (as defined in section 2(a) of the Securities Act of 
        1933 (15 U.S.C. 77b)), unless--
                    ``(A) the promote or similar economic compensation 
                of the special purpose acquisition company is 5 percent 
                or less; or
                    ``(B) the special purpose acquisition company makes 
                such disclosures to the Commission as the Commission, 
                by rule, may determine to be necessary or appropriate 
                in the public interest or for the protection of 
                investors.''.
    (b) Brokers and Registered Representatives of Brokers.--Section 15 
of the Securities Exchange Act of 1934 (15 U.S.C. 78o) is amended by 
adding at the end the following:
    ``(p) Prohibition Relating to Certain Special Purpose Acquisition 
Companies.--
            ``(1) In general.--A broker and any registered 
        representative of a broker shall be prohibited from 
        facilitating the transaction of, or recommending, securities of 
        a special purpose acquisition company, as defined by the 
        Commission, to a person who is not an accredited investor (as 
        defined in section 2(a) of the Securities Act of 1933 (15 
        U.S.C. 77b)), unless--
                    ``(A) the promote or similar economic compensation 
                of the special purpose acquisition company is 5 percent 
                or less; or
                    ``(B) the special purpose acquisition company makes 
                such disclosures to the Commission as the Commission, 
                by rule, may determine to be necessary or appropriate 
                in the public interest or for the protection of 
                investors.
            ``(2) Registered representative of a broker defined.--In 
        this subsection, with respect to a broker, the term `registered 
        representative of a broker' means an individual who represents 
        the broker in effecting or attempting to effect a purchase or 
        sale of securities.''.
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