Entrepreneur Access to Capital Act

Bill: 112-hr-2930
Sponsor: Rep. McHenry, Patrick T. [R-NC-10]
Introduced: 2011-09-14 in the House
Policy area: Finance and Financial Sector
Subjects: Administrative law and regulatory procedures
Federal preemption
Financial services and investments
Licensing and registrations
Securities
Securities and Exchange Commission (SEC)
Small business

Summary:
action_date: 2011-09-14
text: 
Entrepreneur Access to Capital Act - Amends the Securities Act of 1933 to exempt from the prohibitions against use of interstate commerce and the mails for sale or delivery after sale of unregistered securities, including unregistered security-based swaps, any transactions involving the issuance of (crowdfunded) securities for which: (1) the aggregate annual amount raised through such issue is $5 million or less; and (2) individual investments in the securities are limited to an aggregate annual amount equal to the lesser of $10,000, and 10% of the investor's annual income.
 
(Crowdfunding is a method of capital formation where groups of people pool money, typically composed of very small individual contributions, and often via internet platforms, to invest in a company or otherwise support an effort by others to accomplish a specific goal.)
 
Authorizes an issuer to rely upon certifications provided by investors to verify an investor's income.
 
Amends the Securities Exchange Act of 1934 to exclude persons holding crowdfunded securities under this Act from application of the 500-to-750 shareholder &quot;held of record&quot; criterion for a class of equity security subject to mandatory registration.
 
Amends the Securities Act of 1933 to exempt such crowdfunded securities from state regulation of securities offerings.

action_date: 2011-10-31
text: 
Entrepreneur Access to Capital Act - (Sec. 2) Amends the Securities Act of 1933 to exempt from its registration requirements and prohibitions any transactions involving the issuance of (crowdfunded) securities for which: (1) the aggregate annual amount raised through such issue is $1 million or less, or if the issuer provides potential investors with audited financial statements, $2 million or less; and (2) individual investments in the securities are limited to an aggregate annual amount equal to the lesser of $10,000, and 10% of the investor's annual income.
 
(Crowdfunding is a method of capital formation where groups of people pool money, typically composed of very small individual contributions, and often via internet platforms, to invest in a company or otherwise support an effort by others to accomplish a specific goal.)
 
Requires an intermediary between the issuer and the investor, if there is one, and an issuer, if there is no intermediary, to meet specified requirements.
 
Requires both intermediaries and issuers (if there is no intermediary) with respect to such exempted transactions to: (1) warn investors of the speculative nature generally applicable to investments in startups, emerging businesses, and small issuers; (2) warn investors that there are restrictions on the re-sale of the securities; (3) take reasonable measures to reduce the risk of fraud with respect to the transaction; (4) provide the Securities and Exchange Commission (SEC) with information about the intermediary or about the issuer and the offering, as the case may be; (5) provide the SEC with continuous investor-level access to the intermediary's or the issuer's website; (6) require each investor to answer questions demonstrating a recognition of the nature of the securities offered, including the risk of illiquidity; (7) outsource cash-management functions to a qualified third party custodian; (8) maintain books and records the SEC deems appropriate; (9) allow for communication between the issuer and investors via the intermediary's or the issuer's website; and (10) not offer investment advice.
 
Requires the issuer (and requires an intermediary to require the issuer) to state a target offering amount and withhold capital formation proceeds until the aggregate capital raised from investors other than the issuer is no less than 60 % of the target offering amount.
 
Requires an intermediary, in addition, to: (1) carry out background checks on the issuer's principals, and (2) provide the SEC with information about the issuer and the offering.
 
Requires an issuer to disclose its interest in the issuance to investors.
 
Authorizes an issuer or intermediary to rely upon certifications provided by investors to verify an investor's income.
 
Directs the SEC make available to the states information it receives about the intermediary, issuer, and offering. 
 
Restricts investor sales of certain securities during the one-year period beginning on the date of purchase, unless such securities are sold to either the issuer of the securities or to an accredited investor.
 
Declares that an intermediary shall not be treated as a broker under the securities laws solely by reason of participation in a crowdfunded transaction.
 
States that this Act does not preclude an issuer from raising capital through other means.
 
Directs the SEC to establish disqualification provisions under which a person shall not be eligible to utilize a specified exemption under the Securities Act of 1933 or to participate in the affairs of an intermediary facilitating the use of that exemption. Requires such provisions to be substantially similar to rules adopted for disqualifying felons from Regulation D offerings in accordance with specified sections of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
 
(Sec. 3) Amends the Securities Exchange Act of 1934 to exclude persons holding crowdfunded securities under this Act from application of the 500-to-750 shareholder &quot;held of record&quot; criterion for a class of equity security subject to mandatory registration.
 
(Sec. 4) Amends the Securities Act of 1933 to exempt such crowdfunded securities from state regulation of securities offerings.

action_date: 2011-11-03
text: 
Entrepreneur Access to Capital Act - (Sec. 2) Amends the Securities Act of 1933 to exempt from its registration requirements and prohibitions any transactions involving the offer or sale of (crowdfunded) securities by an issuer if the aggregate amount sold within the previous 12-month period in reliance upon the exemption is: (1) $1 million, adjusted for inflation, or less; or (2) $2 million, adjusted for inflation, or less if the issuer provides potential investors with audited financial statements. Requires the aggregate amount sold to any investor in reliance on this exemption within the previous 12-month period, in either case, not to exceed the lesser of $10,000, adjusted for inflation, or 10% of the investor's annual income.
 
(Crowdfunding is a method of capital formation where groups of people pool money, typically composed of very small individual contributions, and often via internet platforms, to invest in a company or otherwise support an effort by others to accomplish a specific goal.)
 
Requires an intermediary between the issuer and the investor, if there is one, and an issuer, if there is no intermediary, to meet specified requirements.
 
Requires both intermediaries and issuers (if there is no intermediary) with respect to such exempted transactions to: (1) warn investors of the speculative nature generally applicable to investments in startups, emerging businesses, and small issuers; (2) warn investors that there are restrictions on the re-sale of the securities; (3) take reasonable measures to reduce the risk of fraud with respect to the transaction; (4) provide the Securities and Exchange Commission (SEC) with information about the intermediary or about the issuer and the offering, as the case may be; (5) provide the SEC with continuous investor-level access to the intermediary's or the issuer's website; (6) require each investor to answer questions demonstrating a basic understanding of the nature of the securities offered, including the risk of illiquidity; (7) outsource cash-management functions to a qualified third party custodian; (8) maintain books and records the SEC deems appropriate; (9) allow for communication between the issuer and investors via the intermediary's or the issuer's website; (10) not offer investment advice; and (11) notify the SEC upon completion of the offering.
 
Requires the issuer (and requires an intermediary to require the issuer) to state a target offering amount as well as a deadline to reach it, and ensure that the third party custodian withholds offering proceeds until the aggregate capital raised from investors other than the issuer is no less than 60 % of the target offering amount.
 
Requires an intermediary, in addition, to: (1) carry out background checks on the issuer's principals, and (2) provide the SEC and potential investors with information about the issuer and the offering.
 
Requires an issuer to disclose its interest in the issuance to investors.
 
Authorizes an issuer or intermediary to rely upon certifications as to annual income provided by the person to whom the securities are sold to verify the investor's income.
 
Directs the SEC to make available to the states information it receives about the intermediary, issuer, and offering.
 
Restricts investor sales of certain securities during the one-year period beginning on the date of purchase, unless such securities are sold to either the issuer of the securities or to an accredited investor.
 
Declares that an intermediary shall not be treated as a broker under the securities laws solely by reason of participation in a crowdfunded transaction.
 
States that this Act does not preclude an issuer from raising capital through other means.
 
Directs the SEC to establish disqualification criteria that render either an issuer or intermediary ineligible to utilize a specified exemption under the Securities Act of 1933 based upon the disciplinary history of the issuer or its predecessors, affiliates, officers, directors, or persons fulfilling similar roles. Requires such criteria to be substantially similar to rules adopted for disqualifying felons from Regulation D offerings in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act.
 
(Sec. 3) Amends the Securities Exchange Act of 1934 to exclude securities held by persons who purchase them in crowdfunded transactions under this Act from application of the 500-to-750 shareholder &quot;held of record&quot; criterion for a class of equity security subject to mandatory registration.
 
(Sec. 4) Amends the Securities Act of 1933 to exempt such crowdfunded securities from state regulation of securities offerings; but retains state jurisdiction over fraud, deceit, or the unlawful conduct of intermediaries, issuers, and custodians.


Legislative actions:
action_date: 2011-12-01
text: Committee on Banking, Housing, and Urban Affairs. Hearings held. Hearings printed: S.Hrg. 112-444.
action_date: 2011-11-08
text: Read the second time. Placed on Senate Legislative Calendar under General Orders. Calendar No. 224.
action_date: 2011-11-07
text: Received in the Senate. Read the first time. Placed on Senate Legislative Calendar under Read the First Time.
action_date: 2011-11-03
text: Motion to reconsider laid on the table Agreed to without objection.
action_date: 2011-11-03
text: On passage Passed by recorded vote: 407 - 17 (Roll no. 825).
action_date: 2011-11-03
text: Passed/agreed to in House: On passage Passed by recorded vote: 407 - 17 (Roll no. 825).
action_date: 2011-11-03
text: On motion to recommit with instructions Failed by recorded vote: 187 - 237 (Roll no. 824). (consideration: CR H7310-7311)
action_date: 2011-11-03
text: The previous question on the motion to recommit with instructions was ordered without objection. (consideration: CR H7310-7311)
action_date: 2011-11-03
text: DEBATE - The House proceeded with 10 minutes of debate on the Holt motion to recommit with instructions. The instructions contained in the motion seek to require the bill to be reported back to the House with an amendment to add language that prohibits an intermediary from participating in a crowdfunding transaction if they are doing business with the Iranian government.
action_date: 2011-11-03
text: Mr. Holt moved to recommit with instructions to Financial Services. (consideration: CR H7309; text: CR H7309)
action_date: 2011-11-03
text: The House adopted the amendment in the nature of a substitute as agreed to by the Committee of the Whole House on the state of the Union. (text: CR H7300-7301)
action_date: 2011-11-03
text: The previous question was ordered pursuant to the rule. (consideration: CR H7309)
action_date: 2011-11-03
text: The House rose from the Committee of the Whole House on the state of the Union to report H.R. 2930.
action_date: 2011-11-03
text: UNFINISHED BUSINESS - The Chair announced that the unfinished business was on the question of adoption of amendments which had been debated earlier and on which further proceedings had been postponed.
action_date: 2011-11-03
text: The Committee resumed its sitting.
action_date: 2011-11-03
text: The Committee rose informally to receive a message.
action_date: 2011-11-03
text: DEBATE - Pursuant to the provisions of H.Res. 453, the Committee of the Whole proceeded with 10 minutes of debate on the Perlmutter amendment.
action_date: 2011-11-03
text: DEBATE - Pursuant to the provisions of H.Res. 453, the Committee of the Whole proceeded with 10 minutes of debate on the Barrow amendment.
action_date: 2011-11-03
text: POSTPONED PROCEEDINGS - At the conclusion of debate on the Velazquez amendment, the Chair put the question on adoption of the amendment and by voice vote, announced that the noes had prevailed. Ms. Velazquez demanded a recorded vote and the Chair postponed further proceedings on the question of adoption of the amendment until a time to be announced.
action_date: 2011-11-03
text: DEBATE - Pursuant to the provisions of H.Res. 453, the Committee of the Whole proceeded with 10 minutes of debate on the Velazquez amendment.
action_date: 2011-11-03
text: DEBATE - Pursuant to the provisions of H.Res. 453, the Committee of the Whole proceeded with 10 minutes of debate on the Quayle amendment.
action_date: 2011-11-03
text: DEBATE - Pursuant to the provisions of H.Res. 453, the Committee of the Whole proceeded with 10 minutes of debate on the Fincher amendment.
action_date: 2011-11-03
text: DEBATE - Pursuant to the provisions of H.Res. 453, the Committee of the Whole proceeded with 10 minutes of debate on the McHenry amendment.
action_date: 2011-11-03
text: GENERAL DEBATE - The Committee of the Whole proceeded with one hour of general debate on H.R. 2930.
action_date: 2011-11-03
text: The Speaker designated the Honorable Charles F. Bass to act as Chairman of the Committee.
action_date: 2011-11-03
text: House resolved itself into the Committee of the Whole House on the state of the Union pursuant to H. Res. 453 and Rule XVIII.
action_date: 2011-11-03
text: Previous question shall be considered as ordered without intervening motions except motion to recommit with or without instructions. The resolution provides that the amendments in the nature of a substitute recommended by the Committee on Financial Services now printed in each of the bills are considered adopted. The bills, as amended, are considered read. Specified amendments are in order.
action_date: 2011-11-03
text: Considered under the provisions of rule H. Res. 453. (consideration: CR H7295-7308, H7308-7311)
action_date: 2011-11-02
text: Rules Committee Resolution H. Res. 453 Reported to House. Previous question shall be considered as ordered without intervening motions except motion to recommit with or without instructions. The resolution provides that the amendments in the nature of a substitute recommended by the Committee on Financial Services now printed in each of the bills are considered adopted. The bills, as amended, are considered read. Specified amendments are in order.
action_date: 2011-10-31
text: Placed on the Union Calendar, Calendar No. 175.
action_date: 2011-10-31
text: Reported (Amended) by the Committee on Financial Services. H. Rept. 112-262.
action_date: 2011-10-31
text: Reported (Amended) by the Committee on Financial Services. H. Rept. 112-262.
action_date: 2011-10-26
text: Ordered to be Reported (Amended) by Voice Vote.
action_date: 2011-10-26
text: Committee Consideration and Mark-up Session Held.
action_date: 2011-10-05
text: Forwarded by Subcommittee to Full Committee by the Yeas and Nays: 18 - 14 .
action_date: 2011-10-05
text: Subcommittee Consideration and Mark-up Session Held.
action_date: 2011-10-04
text: Referred to the Subcommittee on Capital Markets and Government Sponsored Enterprises.
action_date: 2011-09-21
text: Hearings Held by the Subcommittee on Capital Markets and Government Sponsored Enterprises Prior to Referral.
action_date: 2011-09-14
text: Referred to the House Committee on Financial Services.
action_date: 2011-09-14
text: Introduced in House
action_date: 2011-09-14
text: Introduced in House