Title: HALOS Act
Policy area: Finance and Financial Sector

Summary:
Helping Angels Lead Our Startups Act or the HALOS Act
This bill directs the Securities and Exchange Commission (SEC) to revise Regulation D, which exempts certain offerings from SEC registration requirements but prohibits general solicitation or general advertising with respect to such offerings. Specifically, this prohibition shall not apply to events with specified kinds of sponsors, including "angel investor groups" unconnected to broker-dealers or investment advisers, where presentations or communications are made by or on behalf of an issuer but:

[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 588 Introduced in Senate (IS)]

<DOC>






115th CONGRESS
  1st Session
                                 S. 588

   To require the Securities and Exchange Commission to clarify what 
 constitutes a general solicitation under the Federal securities laws, 
                        and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             March 9, 2017

  Mr. Murphy (for himself, Mr. Thune, Mr. Schatz, Mr. Toomey, and Ms. 
   Heitkamp) introduced the following bill; which was read twice and 
    referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
   To require the Securities and Exchange Commission to clarify what 
 constitutes a general solicitation under the Federal securities laws, 
                        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 ``Helping Angels Lead Our Startups 
Act'' or the ``HALOS Act''.

SEC. 2. DEFINITION.

    In this Act, the term ``angel investor group'' means a group that--
            (1) is composed of accredited investors interested in 
        investing in personal capital in early-stage companies;
            (2) holds regular meetings;
            (3) with respect to either the individual investors that 
        constitute the group or the group as a whole, has defined 
        processes and procedures for making investment decisions; and
            (4) is not associated with a broker, a dealer, or an 
        investment adviser.

SEC. 3. CLARIFICATION OF GENERAL SOLICITATION.

    (a) In General.--Not later than 180 days after the date of 
enactment of this Act, the Securities and Exchange Commission shall 
amend sections 230.500 through 230.508 of title 17, Code of Federal 
Regulations, so that the prohibition against general solicitation and 
general advertising under section 230.502(c) of title 17, Code of 
Federal Regulations, shall not apply with respect to a presentation or 
another form of communication that is made--
            (1) by or on behalf of an issuer; and
            (2) at an event--
                    (A) that is sponsored by--
                            (i) the United States;
                            (ii) a State;
                            (iii) a political subdivision of a State;
                            (iv) an agency or public instrumentality of 
                        an entity described in clauses (i) through 
                        (iii);
                            (v) a college, university, or other 
                        institution of higher learning;
                            (vi) a nonprofit organization;
                            (vii) an angel investor group;
                            (viii) a venture forum, venture capital 
                        association, or trade association; or
                            (ix) any other group or person that the 
                        Commission may determine, by rule;
                    (B) where no advertising for the event references 
                any specific offering of securities by the issuer;
                    (C) the sponsor of which does not--
                            (i) make investment recommendations or 
                        provide investment advice to the attendees of 
                        the event;
                            (ii) engage in an active role with respect 
                        to investment negotiations between the issuer 
                        and any investors attending the event;
                            (iii) charge attendees of the event any 
                        fees other than administrative fees; and
                            (iv) receive compensation with respect to 
                        the event that would require the sponsor to 
                        register as--
                                    (I) a broker or a dealer under the 
                                Securities Exchange Act of 1934 (15 
                                U.S.C. 78a et seq.); or
                                    (II) an investment adviser under 
                                the Investment Advisers Act of 1940 (15 
                                U.S.C. 80b-1 et seq.); and
                    (D) where no specific information regarding an 
                offering of securities by the issuer is communicated or 
                distributed by or on behalf of the issuer other than--
                            (i) that the issuer is--
                                    (I) in the process of offering 
                                securities; or
                                    (II) planning to offer securities;
                            (ii) the type and amount of securities 
                        being offered;
                            (iii) the amount of securities being 
                        offered that have been subscribed for, as of 
                        the date of the event; and
                            (iv) the intended use of any proceeds from 
                        the offering.
    (b) Rule of Construction.--Subsection (a)--
            (1) shall be construed to require the Securities and 
        Exchange Commission to amend sections 230.500 through 230.508 
        of title 17, Code of Federal Regulations, with respect to 
        presentations and communications; and
            (2) may not be construed to require the Securities and 
        Exchange Commission to amend sections 230.500 through 230.508 
        of title 17, Code of Federal Regulations, with respect to 
        purchases or sales.
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