[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2797 Introduced in House (IH)]
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118th CONGRESS
1st Session
H. R. 2797
To amend the Securities Act of 1933 to require certification
examinations for accredited investors, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
April 24, 2023
Mr. Flood (for himself and Mr. Nickel) introduced the following bill;
which was referred to the Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Securities Act of 1933 to require certification
examinations for accredited investors, 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 ``Equal Opportunity for All Investors
Act of 2023''.
SEC. 2. CERTIFICATION EXAMINATIONS FOR ACCREDITED INVESTORS.
Section 2(a)(15) of the Securities Act of 1933 (15 U.S.C.
77b(a)(15)) is amended--
(1) by striking ``(15) The term `accredited investor' shall
mean--'' and inserting the following:
``(15) Accredited investor.--
``(A) In general.--The term `accredited investor'
means--'';
(2) in clause (i), by striking ``or'' at the end;
(3) in clause (ii), by striking the period at the end and
inserting ``; or''; and
(4) by adding at the end the following:
``(iii) any individual who is certified as
an accredited investor through an examination
that--
``(I) not later than 180 days after
the date of the enactment of this
clause, the criteria of which shall be
established by the Commission;
``(II) is designed with an
appropriate level of difficulty such
that an individual with financial
sophistication would be unlikely to
fail;
``(III) may include methods to
determine whether an individual seeking
to be certified as an accredited
investor demonstrates competency with
respect to--
``(aa) the different types
of securities;
``(bb) the disclosure
requirements under the
securities laws applicable to
issuers and private companies
as compared to public
companies;
``(cc) corporate
governance;
``(dd) financial statements
and the components of such
statements;
``(ee) aspects of
unregistered securities,
securities issued by private
companies, and investments into
private funds, including risks
associated with--
``(AA) limited
liquidity;
``(BB) limited
disclosures;
``(CC) variance in
valuation methods;
``(DD) information
asymmetry;
``(EE) leverage
risks;
``(FF)
concentration risk; and
``(GG) longer
investment horizons;
``(ff) potential conflicts
of interest, when the interests
of the financial professionals
and their clients are
misaligned or when their
professional responsibilities
are compromised by financial
motivations; and
``(gg) other criteria the
Commission determines necessary
or appropriate in the public
interest or for the protection
of investors; and
``(IV) beginning not later than 180
days after the date the examination is
established under subclause (I), shall
be administered, and offered free of
charge to the public, by a registered
national securities association under
section 15A of the Securities Exchange
Act of 1934 (15 U.S.C. 78o-3).
``(B) Examination defined.--In subparagraph
(A)(iii), the term `examination' includes any test,
certification, or examination program, the criteria of
which shall be established by the Commission, that
tests the understanding of any individual of aspects
related to investing in unregistered securities,
private companies, or private funds.''.
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