[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2793 Introduced in House (IH)]
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118th CONGRESS
1st Session
H. R. 2793
To amend the Securities Act of 1933 to expand the ability to use
testing the waters and confidential draft registration submissions, and
for other purposes.
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IN THE HOUSE OF REPRESENTATIVES
April 20, 2023
Mrs. Wagner (for herself and Mr. Meeks) introduced the following bill;
which was referred to the Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Securities Act of 1933 to expand the ability to use
testing the waters and confidential draft registration submissions, and
for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Encouraging Public Offerings Act of
2023''.
SEC. 2. EXPANDING TESTING THE WATERS AND CONFIDENTIAL SUBMISSIONS.
The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended--
(1) in section 5(d) (15 U.S.C. 77e(d))--
(A) by striking ``Notwithstanding'' and inserting
the following:
``(1) In general.--Notwithstanding'';
(B) by striking ``an emerging growth company or any
person authorized to act on behalf of an emerging
growth company'' and inserting ``an issuer or any
person authorized to act on behalf of an issuer''; and
(C) by adding at the end the following:
``(2) Additional requirements.--
``(A) In general.--The Commission may promulgate
regulations, subject to public notice and comment, to
impose such other terms, conditions, or requirements on
the engaging in oral or written communications
described under paragraph (1) by an issuer other than
an emerging growth company as the Commission determines
appropriate.
``(B) Report to congress.--Prior to any rulemaking
described under subparagraph (A), the Commission shall
submit to Congress a report containing a list of the
findings supporting the basis of the rulemaking.''; and
(2) in section 6(e) (15 U.S.C. 77f(e))--
(A) in the heading, by striking ``Emerging Growth
Companies'' and inserting ``Draft Registration
Statements'';
(B) by redesignating paragraph (2) as paragraph
(4); and
(C) by striking paragraph (1) and inserting the
following:
``(1) Prior to initial public offering.--Any issuer, prior
to its initial public offering date, may confidentially submit
to the Commission a draft registration statement, for
confidential nonpublic review by the staff of the Commission
prior to public filing, provided that the initial confidential
submission and all amendments thereto shall be publicly filed
with the Commission not later than 15 days before the date on
which the issuer conducts a road show, as defined in section
230.433(h) of title 17, Code of Federal Regulations, or, in the
absence of a road show, at least 15 days prior to the requested
effective date of the registration statement.
``(2) Within 1 year after initial public offering or
exchange registration.--Any issuer, within the 1-year period
following its initial public offering or its registration of a
security under section 12(b) of the Securities Exchange Act of
1934 (15 U.S.C. 78l(b)), may confidentially submit to the
Commission a draft registration statement, for confidential
nonpublic review by the staff of the Commission prior to public
filing, provided that the initial confidential submission and
all amendments thereto shall be publicly filed with the
Commission not later than 15 days before the date on which the
issuer conducts a road show, as defined in section 230.433(h)
of title 17, Code of Federal Regulations, or, in the absence of
a road show, at least 15 days prior to the requested effective
date of the registration statement.
``(3) Additional requirements.--
``(A) In general.--The Commission may promulgate
regulations, subject to public notice and comment, to
impose such other terms, conditions, or requirements on
the submission of draft registration statements
described under this subsection by an issuer other than
an emerging growth company as the Commission determines
appropriate.
``(B) Report to congress.--Prior to any rulemaking
described under subparagraph (A), the Commission shall
submit to Congress a report containing a list of the
findings supporting the basis of the rulemaking.''.
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