Small Company Capital Formation Act of 2011

Bill: 112-hr-1070
Sponsor: Rep. Schweikert, David [R-AZ-5]
Introduced: 2011-03-14 in the House
Policy area: Finance and Financial Sector
Subjects: Administrative law and regulatory procedures
Business investment and capital
Business records
Securities
Securities and Exchange Commission (SEC)
Small business

Summary:
action_date: 2011-03-14
text: 
Small Company Capital Formation Act of 2011 - Amends the Securities Act of 1933 to direct the Securities and Exchange Commission (SEC) to exempt from its regulation a class of securities for which the aggregate offering amount is between $5 million and $50 million, subject to specified terms and conditions.
 
Authorizes the SEC to: (1) require an issuer of such exempted class of securities to make periodic disclosures available to investors regarding the issuer, its business operations, its financial condition, and its use of investor funds; and (2) provide for the suspension and termination of such a requirement with respect to that issuer.
 
Requires the SEC to: (1) review and increase biennially such offering amount limitation, as appropriate; and (2) report to certain congressional committees on its reasons for not increasing the amount if it determines not to do so.

action_date: 2011-09-14
text: 
Small Company Capital Formation Act of 2011 - (Sec. 2) Amends the Securities Act of 1933 (Act) to direct the Securities and Exchange Commission (SEC) to exempt from its regulation a class of securities for which the aggregate offering amount of all securities sold within the prior 12-month period in reliance upon such exemption does not exceed $50 million. Restricts any such exemption to equity securities, debt securities, and debt securities convertible or exchangeable to equity interests, including any guarantees of such securities.
 
Subjects to civil liability certain violations arising from offering or selling securities by use of prospectuses and communications. 
Authorizes the SEC to: (1) require an issuer of such exempted class of securities to make periodic disclosures available to investors regarding the issuer, its business operations, financial condition, corporate governance principles, and use of investor funds; (2) require the issuer to file electronically with the SEC and distribute to prospective investors an offering statement which includes this information; (3) provide for the suspension and termination of this disclosure requirement with respect to that issuer; and (4) prescribe exemption disqualification requirements, substantially similar to regulations adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, based on the disciplinary history of the issuer and related persons, including predecessors, affiliates, officers, directors, and underwriters. 

Requires the SEC to: (1) review and increase biennially such offering amount limitation, as appropriate; and (2) report to certain congressional committees its reasons for not increasing the amount if it determines not to do so.
 
 Exempts from state regulation the securities covered and required exempted from SEC regulation by this Act.

action_date: 2011-11-02
text: 
Small Company Capital Formation Act of 2011 - (Sec. 2) Amends the Securities Act of 1933 (Act) to direct the Securities and Exchange Commission (SEC) to exempt from its regulation a class of securities for which the aggregate offering amount of all securities sold within the prior 12-month period in reliance upon such exemption does not exceed $50 million. Restricts any such exemption to equity securities, debt securities, and debt securities convertible or exchangeable to equity interests, including any guarantees of such securities.
 
Subjects to civil liability certain violations arising from offering or selling securities by use of prospectuses and communications. 
Authorizes the SEC to: (1) require an issuer of such exempted class of securities to make periodic disclosures available to investors regarding the issuer, its business operations, financial condition, corporate governance principles, and use of investor funds; (2) require the issuer to file electronically with the SEC and distribute to prospective investors an offering statement which includes this information; (3) provide for the suspension and termination of this disclosure requirement with respect to that issuer; and (4) prescribe exemption disqualification requirements, substantially similar to regulations adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, under which the exemption shall not be available to the issuer and related persons, including predecessors, affiliates, officers, directors, and underwriters.
 
Requires the SEC to: (1) review and increase biennially such offering amount limitation, as appropriate; and (2) report to certain congressional committees its reasons for not increasing the amount if it determines not to do so.
 
 Exempts from state regulation the securities covered and required exempted from SEC regulation by this Act.
 
(Sec. 3) Directs the Comptroller General to study the impact of state laws regulating securities offerings (Blue Sky laws) on offerings made under Regulation A (which specifies the terms and conditions of exemption from the registration requirements of the Securities Act of 1933).


Legislative actions:
action_date: 2011-11-07
text: Read the second time. Placed on Senate Legislative Calendar under General Orders. Calendar No. 222.
action_date: 2011-11-03
text: Received in the Senate. Read the first time. Placed on Senate Legislative Calendar under Read the First Time.
action_date: 2011-11-02
text: The title of the measure was amended. Agreed to without objection.
action_date: 2011-11-02
text: Motion to reconsider laid on the table Agreed to without objection.
action_date: 2011-11-02
text: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 421 - 1 (Roll no. 820). (text: CR H7229-7230)
action_date: 2011-11-02
text: Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 421 - 1 (Roll no. 820).(text: CR H7229-7230)
action_date: 2011-11-02
text: Considered as unfinished business. (consideration: CR H7236)
action_date: 2011-11-02
text: At the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the Chair announced that further proceedings on the motion would be postponed.
action_date: 2011-11-02
text: DEBATE - The House proceeded with forty minutes of debate on H.R. 1070.
action_date: 2011-11-02
text: Considered under suspension of the rules. (consideration: CR H7229-7232)
action_date: 2011-11-02
text: Mr. Bachus moved to suspend the rules and pass the bill, as amended.
action_date: 2011-09-14
text: Placed on the Union Calendar, Calendar No. 135.
action_date: 2011-09-14
text: Reported (Amended) by the Committee on Financial Services. H. Rept. 112-206.
action_date: 2011-09-14
text: Reported (Amended) by the Committee on Financial Services. H. Rept. 112-206.
action_date: 2011-06-22
text: Ordered to be Reported (Amended) by Voice Vote.
action_date: 2011-06-22
text: Committee Consideration and Mark-up Session Held.
action_date: 2011-05-04
text: Forwarded by Subcommittee to Full Committee (Amended) by Voice Vote .
action_date: 2011-05-04
text: Subcommittee Consideration and Mark-up Session Held.
action_date: 2011-05-03
text: Subcommittee Consideration and Mark-up Session Held.
action_date: 2011-04-04
text: Referred to the Subcommittee on Capital Markets and Government Sponsored Enterprises.
action_date: 2011-03-16
text: Hearings Held by the Subcommittee on Capital Markets and Government Sponsored Enterprises Prior to Referral.
action_date: 2011-03-14
text: Referred to the House Committee on Financial Services.
action_date: 2011-03-14
text: Introduced in House
action_date: 2011-03-14
text: Introduced in House