Improving Access to Capital for Emerging Growth Companies Act

Bill: 114-hr-2064
Sponsor: full_name: Rep. Fincher, Stephen Lee [R-TN-8]
Introduced: 2015-04-28
Policy area: Finance and Financial Sector
Subjects: Administrative law and regulatory procedures

Business investment and capital

Securities

Securities and Exchange Commission (SEC)
Latest action: action_date: 2015-07-15
text: Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Summaries:
action_date: 2015-04-28
action_desc: Introduced in House
text: <p><b>Improving Access To Capital For Emerging Growth Companies Act</b></p> <p>Amends the Securities Act of 1933 to reduce from 21 to 15 the number of days before a &quot;road show&quot; that an emerging growth company (EGC), before its initial public offering (IPO) date, may publicly file a draft registration statement for confidential nonpublic review by the SEC.</p> <p>(A financial &quot;road show&quot; is an offer [other than a statutory prospectus or a portion of one] that contains a presentation regarding an offering by one or more members of the issuer's management and includes discussion of one or more of the issuer, such management, and the securities being offered. Typically, a road show is a series of meetings across different cities, often before an IPO, in which top executives from a company have the opportunity to talk with current or potential investors.)</p> <p>Prescribes a grace period during which an issuer that was an EGC at the time it filed a confidential registration statement (or, in lieu of that, a publicly filed registration statement) for SEC review, but ceases to be an EGC, shall continue to be treated as an emerging market growth company for one year or, if earlier, until consummation of its IPO. </p> <p> Amends the Jumpstart Our Business Startups Act to direct the SEC to prescribe conditions under which a registration statement filed (or submitted for confidential review) by an issuer before its IPO may omit financial disclosure information for historical periods otherwise required.</p>

action_date: 2015-07-14
action_desc: Passed House amended
text: <p><b>Improving Access To Capital For Emerging Growth Companies Act</b></p> <p>(Sec. 2) Amends the Securities Act of 1933 to reduce from 21 to 15 the number of days before a &quot;road show&quot; that an emerging growth company (EGC), before its initial public offering (IPO) date, may publicly file a draft registration statement for confidential nonpublic review by the SEC.</p> <p>(A financial &quot;road show&quot; is an offer [other than a statutory prospectus or a portion of one] that contains a presentation regarding an offering by one or more members of the issuer's management and includes discussion of one or more of the issuer, such management, and the securities being offered. Typically, a road show is a series of meetings across different cities, often before an IPO, in which top executives from a company have the opportunity to talk with current or potential investors.)</p> <p>(Sec. 3) Prescribes a grace period during which an issuer that was an EGC at the time it filed a confidential registration statement (or, in lieu of that, a publicly filed registration statement) for SEC review, but ceases to be an EGC, shall continue to be treated as an emerging market growth company for one year or, if earlier, until consummation of its IPO. </p> <p> (Sec. 4) Amends the Jumpstart Our Business Startups Act to direct the SEC to prescribe conditions under which a registration statement filed (or submitted for confidential review) by an issuer before its IPO may omit financial disclosure information for historical periods otherwise required.</p>

tv_txt: I 114th CONGRESS 1st Session H. R. 2064 IN THE HOUSE OF REPRESENTATIVES April 28, 2015 Mr. Fincher (for himself and Mr. Delaney ) introduced the following bill; which was referred to the Committee on Financial Services A BILL To amend certain provisions of the securities laws relating to the treatment of emerging growth companies.

1. Short title This Act may be cited as the Improving Access to Capital for Emerging Growth Companies Act . 2. Filing requirement for public filing prior to public offering Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) ) is amended by striking 21 days and inserting 15 days . 3. Grace period for change of status of emerging growth companies Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) ) is further amended by adding at the end the following: An issuer that was an emerging growth company at the time it submitted a confidential registration statement or, in lieu thereof, a publicly filed registration statement for review under this subsection but ceases to be an emerging growth company thereafter shall continue to be treated as an emerging market growth company for the purposes of this subsection through the earlier of the date on which the issuer consummates its initial public offering pursuant to such registrations statement or the end of the 1-year period beginning on the date the company ceases to be an emerging growth company. . 4. Simplified disclosure requirements for emerging growth companies Section 102 of the Jumpstart Our Business Startups Act ( Public Law 112–106 ) is amended by adding at the end the following: (d) Simplified disclosure requirements With respect to an emerging growth company (as such term is defined under section 2 of the Securities Act of 1933): (1) Requirement to include notice on form S–1 Not later than 30 days after the date of enactment of this subsection, the Securities and Exchange Commission shall revise its general instructions on Form S–1 to indicate that a registration statement filed (or submitted for confidential review) by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation S–X (17 C.F.R. 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— (A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 at the time of the contemplated offering; and (B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment. (2) Reliance by issuers Effective 30 days after the date of enactment of this subsection, an issuer filing a registration statement (or submitting the statement for confidential review) on Form S–1 may omit financial information for historical periods otherwise required by regulation S–X (17 C.F.R. 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— (A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 at the time of the contemplated offering; and (B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment. .

tv_txt: IIB 114th CONGRESS 1st Session H. R. 2064 IN THE SENATE OF THE UNITED STATES July 15, 2015 Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs AN ACT To amend certain provisions of the securities laws relating to the treatment of emerging growth companies.

1. Short title This Act may be cited as the Improving Access to Capital for Emerging Growth Companies Act . 2. Filing requirement for public filing prior to public offering Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) ) is amended by striking 21 days and inserting 15 days . 3. Grace period for change of status of emerging growth companies Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) ) is further amended by adding at the end the following: An issuer that was an emerging growth company at the time it submitted a confidential registration statement or, in lieu thereof, a publicly filed registration statement for review under this subsection but ceases to be an emerging growth company thereafter shall continue to be treated as an emerging market growth company for the purposes of this subsection through the earlier of the date on which the issuer consummates its initial public offering pursuant to such registrations statement or the end of the 1-year period beginning on the date the company ceases to be an emerging growth company. . 4. Simplified disclosure requirements for emerging growth companies Section 102 of the Jumpstart Our Business Startups Act ( Public Law 112–106 ) is amended by adding at the end the following: (d) Simplified disclosure requirements With respect to an emerging growth company (as such term is defined under section 2 of the Securities Act of 1933): (1) Requirement to include notice on Forms S–1 and F–1 Not later than 30 days after the date of enactment of this subsection, the Securities and Exchange Commission shall revise its general instructions on Forms S–1 and F–1 to indicate that a registration statement filed (or submitted for confidential review) by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— (A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or F–1 at the time of the contemplated offering; and (B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment. (2) Reliance by issuers Effective 30 days after the date of enactment of this subsection, an issuer filing a registration statement (or submitting the statement for confidential review) on Form S–1 or Form F–1 may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— (A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or Form F–1 at the time of the contemplated offering; and (B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment. .

Passed the House of Representatives July 14, 2015. Karen L. Haas, Clerk

tv_txt: I 114th CONGRESS 1st Session H. R. 2064 IN THE HOUSE OF REPRESENTATIVES AN ACT To amend certain provisions of the securities laws relating to the treatment of emerging growth companies.

1. Short title This Act may be cited as the Improving Access to Capital for Emerging Growth Companies Act . 2. Filing requirement for public filing prior to public offering Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) ) is amended by striking 21 days and inserting 15 days . 3. Grace period for change of status of emerging growth companies Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) ) is further amended by adding at the end the following: An issuer that was an emerging growth company at the time it submitted a confidential registration statement or, in lieu thereof, a publicly filed registration statement for review under this subsection but ceases to be an emerging growth company thereafter shall continue to be treated as an emerging market growth company for the purposes of this subsection through the earlier of the date on which the issuer consummates its initial public offering pursuant to such registrations statement or the end of the 1-year period beginning on the date the company ceases to be an emerging growth company. . 4. Simplified disclosure requirements for emerging growth companies Section 102 of the Jumpstart Our Business Startups Act ( Public Law 112–106 ) is amended by adding at the end the following: (d) Simplified disclosure requirements With respect to an emerging growth company (as such term is defined under section 2 of the Securities Act of 1933): (1) Requirement to include notice on Forms S–1 and F–1 Not later than 30 days after the date of enactment of this subsection, the Securities and Exchange Commission shall revise its general instructions on Forms S–1 and F–1 to indicate that a registration statement filed (or submitted for confidential review) by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— (A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or F–1 at the time of the contemplated offering; and (B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment. (2) Reliance by issuers Effective 30 days after the date of enactment of this subsection, an issuer filing a registration statement (or submitting the statement for confidential review) on Form S–1 or Form F–1 may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— (A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or Form F–1 at the time of the contemplated offering; and (B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment. .

Passed the House of Representatives July 14, 2015. Karen L. Haas, Clerk.

tv_txt: IB Union Calendar No. 152 114th CONGRESS 1st Session H. R. 2064 [Report No. 114–203] IN THE HOUSE OF REPRESENTATIVES April 28, 2015 Mr. Fincher (for himself and Mr. Delaney ) introduced the following bill; which was referred to the Committee on Financial Services July 14, 2015 Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed Strike out all after the enacting clause and insert the part printed in italic For text of introduced bill, see copy of bill as introduced on April 28, 2015 A BILL To amend certain provisions of the securities laws relating to the treatment of emerging growth companies.

1. Short title This Act may be cited as the Improving Access to Capital for Emerging Growth Companies Act . 2. Filing requirement for public filing prior to public offering Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) ) is amended by striking 21 days and inserting 15 days . 3. Grace period for change of status of emerging growth companies Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) ) is further amended by adding at the end the following: An issuer that was an emerging growth company at the time it submitted a confidential registration statement or, in lieu thereof, a publicly filed registration statement for review under this subsection but ceases to be an emerging growth company thereafter shall continue to be treated as an emerging market growth company for the purposes of this subsection through the earlier of the date on which the issuer consummates its initial public offering pursuant to such registrations statement or the end of the 1-year period beginning on the date the company ceases to be an emerging growth company. . 4. Simplified disclosure requirements for emerging growth companies Section 102 of the Jumpstart Our Business Startups Act ( Public Law 112–106 ) is amended by adding at the end the following: (d) Simplified disclosure requirements With respect to an emerging growth company (as such term is defined under section 2 of the Securities Act of 1933): (1) Requirement to include notice on Forms S–1 and F-1 Not later than 30 days after the date of enactment of this subsection, the Securities and Exchange Commission shall revise its general instructions on Forms S–1 and F-1 to indicate that a registration statement filed (or submitted for confidential review) by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation S–X (17 C.F.R. 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— (A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or F-1 at the time of the contemplated offering; and (B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment. (2) Reliance by issuers Effective 30 days after the date of enactment of this subsection, an issuer filing a registration statement (or submitting the statement for confidential review) on Form S–1 or Form F-1 may omit financial information for historical periods otherwise required by regulation S–X (17 C.F.R. 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— (A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or Form F-1 at the time of the contemplated offering; and (B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment. .

July 14, 2015 Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed