II 118th CONGRESS 1st Session S. 2005 IN THE SENATE OF THE UNITED STATES June 15, 2023 Mr. Rounds (for himself, Mr. Tillis , Ms. Lummis , Mr. Hagerty , Mr. Daines , Mr. Cramer , Mrs. Britt , Mr. Sullivan , Mr. Grassley , and Mr. Boozman ) 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 voting or investment decisions regarding those issuers, and for other purposes.

1. Short title This Act may be cited as the Mandatory Materiality Requirement Act of 2023 . 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 shall expressly provide that an issuer is only required to disclose information in response to such an obligation adopted by the Commission if the issuer has determined that such information is important with respect to a voting or 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 or the modification of any disclosure requirement with respect to an issuer, if the Commission expressly determines that the removal or modification does not require disclosures that are, in the aggregate, more burdensome to the issuer than the existing disclosure requirement. (C) Rule of construction For the purposes of this paragraph, information is considered to be important with respect to a voting or investment decision regarding an issuer if there is a substantial likelihood that a reasonable 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 shall expressly provide that an issuer is only required to disclose information in response to such an obligation adopted by the Commission if the issuer has determined that such information is important with respect to a voting or 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 or the modification of any disclosure requirement with respect to an issuer, if the Commission expressly determines that the removal or modification does not require disclosures that are, in the aggregate, more burdensome to the issuer than the existing disclosure requirement. (C) Rule of construction For the purposes of this paragraph, information is considered to be important with respect to a voting or investment decision regarding an issuer if there is a substantial likelihood that a reasonable investor would view the failure to disclose that information as having significantly altered the total mix of information made available to the investor. .