II 117th CONGRESS 2d Session S. 5005 IN THE SENATE OF THE UNITED STATES September 29, 2022 Mr. Rounds (for himself, Ms. Lummis , Mr. Tillis , Mr. Hagerty , Mr. Boozman , Mr. Daines , Mr. Grassley , and Mr. Sullivan ) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs A BILL To amend the Securities Act of 1933 to require that information required to be disclosed to the Securities and Exchange Commission by issuers be material to investors of those issuers, and for other purposes.

1. Short title This Act may be cited as the Mandatory Materiality Requirement Act of 2022 . 2. Limitation on disclosure requirements (a) Securities Act of 1933 Section 2(b) of the Securities Act of 1933 ( 15 U.S.C. 77b(b) ) is amended— (1) in the subsection heading, by inserting ; limitation on disclosure requirements after Formation ; (2) by striking Whenever and inserting the following: (1) In general Whenever ; and (3) by adding at the end the following: (2) Limitation (A) In general Whenever pursuant to this title the Commission is engaged in rulemaking regarding disclosure obligations of issuers, the Commission may impose a disclosure requirement on an issuer only if the Commission expressly determines that there is a substantial likelihood that a reasonable investor of the issuer would consider the information disclosed to the Commission under the requirement to be important with respect to an investment decision regarding the issuer. (B) Applicability Subparagraph (A) shall not apply with respect to the removal of any disclosure requirement with respect to an issuer. (C) Rule of construction For the purposes of this paragraph, information is important with respect to an investment decision made by an investor if there is a substantial likelihood that the investor would view the failure to disclose that information as having significantly altered the total mix of information made available to the investor. . (b) Securities Exchange Act of 1934 Section 3(f) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(f) ) is amended— (1) in the subsection heading, by inserting ; limitation on disclosure requirements after Formation ; (2) by striking Whenever and inserting the following: (1) In general Whenever ; and (3) by adding at the end the following: (2) Limitation (A) In general Whenever pursuant to this title the Commission is engaged in rulemaking regarding disclosure obligations of issuers, the Commission may impose a disclosure requirement on an issuer only if the Commission expressly determines that there is a substantial likelihood that a reasonable investor of the issuer would consider the information disclosed to the Commission under the requirement to be important with respect to an investment decision regarding the issuer. (B) Applicability Subparagraph (A) shall not apply with respect to the removal of any disclosure requirement with respect to an issuer. (C) Rule of construction For the purposes of this paragraph, information is important with respect to an investment decision made by an investor if there is a substantial likelihood that the investor would view the failure to disclose that information as having significantly altered the total mix of information made available to the investor. .