Private Markets Transparency and Accountability Act
Bill: S.4857 | Sponsor: Sen. Reed, Jack (D-RI)
Policy area: Finance and Financial Sector

Summary:
Private Markets Transparency and Accountability Act
This bill requires certain private companies to register with the Securities and Exchange Commission (SEC) and thereby publicly disclose business practices and financial information.
Under current law, companies with assets exceeding $10 million and with a class of securities held by either 2,000 persons, or 500 persons who are not accredited investors, must register with the SEC. In addition, the bill requires companies to register if (1) their valuation exceeds $700 million, or (2) their annual revenue exceeds $5 billion and they have at least 5,000 employees.

To amend the Securities Exchange Act of 1934 to require companies to 
file public reports after meeting certain quantitative thresholds, 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 ``Private Markets Transparency and 
Accountability Act''.

SEC. 2. REQUIREMENT TO FILE REGISTRATION STATEMENT.

    (a) In General.--Section 12(g) of the Securities Exchange Act of 
1934 (15 U.S.C. 78l(g)) is amended--
            (1) in paragraph (1)--
                    (A) in subparagraph (A)--
                            (i) in clause (i), by moving the margins 2 
                        ems to the right; and
                            (ii) in clause (ii)--
                                    (I) by moving the margins 2 ems to 
                                the right; and
                                    (II) by striking ``and'' at the 
                                end;
                    (B) by redesignating subparagraph (B) as 
                subparagraph (D); and
                    (C) by inserting after subparagraph (A) the 
                following:
            ``(B) within 18 months after the last day of the first 
        fiscal year ended on which the issuer has a valuation exceeding 
        $700,000,000 (excluding the value of shares held by affiliates 
        of the issuer),
            ``(C) within 18 months after the last day of the first 
        fiscal year ended on which the issuer has--
                    ``(i) revenues exceeding $5,000,000,000; and
                    ``(ii) not less than 5,000 employees, and'';
            (2) in paragraph (4)--
                    (A) in the first sentence--
                            (i) by striking ``Registration'' and 
                        inserting the following: ``Except in the case 
                        of an issuer, the registration of a security of 
                        which is required under paragraph (1)(B), 
                        registration''; and
                            (ii) by striking ``persons persons'' and 
                        inserting ``persons''; and
                    (B) by inserting after the first sentence the 
                following: ``In the case of an issuer, the registration 
                of a security of which is required under paragraph 
                (1)(B), registration of the security may be terminated 
                at the discretion of the Commission if the Commission 
                finds, based on a certification submitted by the issuer 
                under paragraph (7), and such other data and 
                information as the Commission may require, that the 
                valuation of the issuer has fallen below 
                $250,000,000.''; and
            (3) by adding at the end the following:
            ``(7) Certification required.--With respect to an issuer, 
        the registration of a security of which is required under 
        paragraph (1)(B), the issuer shall submit to the Commission an 
        annual certification with respect to the value of shares held 
        by affiliates of the issuer (along with shareholdings of those 
        affiliates), beginning on the date on which that security is 
        first registered under that provision or such earlier date on 
        which the Commission requests information about the valuation 
        of the issuer or the holdings of the affiliates of the issuer.
            ``(8) Registration.--
                    ``(A) In general.--Except as provided in 
                subparagraph (B), with respect to an issuer, the 
                registration of a security of which is required under 
                subparagraph (B) or (C) of paragraph (1), the issuer 
                shall file with the Commission such supplementary and 
                periodic information, documents, and reports as may be 
                required by the Commission under section 13 for a 
                security registered under this section.
                    ``(B) Application.--The requirement under 
                subparagraph (A) shall cease to apply with respect to 
                an issuer on the earlier of--
                            ``(i) 18 months after the first fiscal year 
                        on which the issuer meets the thresholds in 
                        subparagraph (A) or (B) of paragraph (1); or
                            ``(ii) 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 (15 U.S.C. 77a et seq.).
            ``(9) Definitions; determinations.--
                    ``(A) Definitions.--For purposes of paragraphs (1) 
                and (7), with respect to an issuer--
                            ``(i) the term `affiliate' has the meaning 
                        given the term in section 230.405 of title 17, 
                        Code of Federal Regulations, as in effect on 
                        the date of enactment of this paragraph; and
                            ``(ii) the term `employee' includes--
                                    ``(I) any individual performing 
                                clerical, administrative, support, or 
                                other similar function for the issuer; 
                                and
                                    ``(II) any independent contractor 
                                acting on behalf of the issuer.
                    ``(B) Determinations.--The procedures and criteria 
                to be used in determining the valuation of an issuer 
                for the purposes of paragraph (1)(B) may, as determined 
                by the Commission, by rule--
                            ``(i) require a minimum trading period;
                            ``(ii) rely on sales in a private market; 
                        or
                            ``(iii) rely on certified financial 
                        statements.''.
    (b) Rules.--
            (1) Filings.--The Securities and Exchange Commission may, 
        by rule, as the Commission determines consistent with the 
        public interest and the protection of investors, tailor the 
        content of the information, documents, or reports required to 
        be filed by an issuer, the registration of a security of which 
        is required under paragraph (1)(C) of section 12(g)(1) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(1)), as added 
        by subsection (a).
            (2) Transition thresholds.--The Securities and Exchange 
        Commission may, by rule, establish transition thresholds for 
        exiting from status as a reporting company under subparagraphs 
        (B) and (C) of section 12(g)(1) of the Securities Exchange Act 
        of 1934 (15 U.S.C. 78l(g)(1)), as added by subsection (a).
            (3) Investment companies.--
                    (A) Definition.--In this paragraph, the term 
                ``covered investment company'' means a person that is 
                excluded from the definition of ``investment company'' 
                under subsection (b) or (c) of section 3 of the 
                Investment Company Act of 1940 (15 U.S.C. 80a-3).
                    (B) Potential exemption.--The Securities and 
                Exchange Commission may, by rule, exempt covered 
                investment companies from the meaning of the term 
                ``issuer'' for purposes of subparagraph (B) of section 
                12(g)(1) of the Securities Exchange Act of 1934 (15 
                U.S.C. 78l(g)(1)), as added by subsection (a), if the 
                Commission finds that doing so is--
                            (i) necessary or appropriate in the public 
                        interest or for the protection of investors; or
                            (ii) otherwise in furtherance of the 
                        purposes of the Securities Exchange Act of 1934 
                        (15 U.S.C. 78a et seq.).
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