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II
117TH CONGRESS
1ST SESSION
S. 1914
To prohibit the initial public offering of certain securities, and for other
purposes.
IN THE SENATE OF THE UNITED STATES
MAY 27, 2021
Mr. RUBIO (for himself and Mr. CASEY) introduced the following bill; which
was read twice and referred to the Committee on Banking, Housing, and
Urban Affairs
A BILL
To prohibit the initial public offering of certain securities,
and for other purposes.
Be it enacted by the Senate and House of Representa-
1
tives of the United States of America in Congress assembled,
2
SECTION 1. SHORT TITLE.
3
This Act may be cited as the ‘‘No IPOs for Unac-
4
countable Actors Act’’.
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SEC. 2. NO INITIAL PUBLIC OFFERINGS FOR UNACCOUNT-
6
ABLE ACTORS.
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(a) DEFINITIONS.—In this section—
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(1) the term ‘‘Board’’ means the Public Com-
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pany Accounting Oversight Board;
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•S 1914 IS
(2) the term ‘‘Commission’’ means the Securi-
1
ties and Exchange Commission;
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(3) the term ‘‘covered entity’’ means—
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(A) an entity that is headquartered in, or
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otherwise controlled by an entity that is
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headquartered in, a foreign jurisdiction in
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which the Board is prevented from conducting
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an inspection or investigation of a registered
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public accounting firm under section 104 of the
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Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214)
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because of a position taken by an authority in
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that foreign jurisdiction, as determined by the
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Board; or
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(B) an entity that—
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(i) is headquartered in, or otherwise
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controlled
by
an
entity
that
is
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headquartered in, a foreign jurisdiction;
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and
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(ii) retains a registered public ac-
19
counting
firm
described
in
section
20
104(i)(2)(A) of the Sarbanes-Oxley Act of
21
2002 (15 U.S.C. 7214(i)(2)(A));
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(4) the terms ‘‘exchange’’, ‘‘issuer’’, and ‘‘secu-
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rity’’ have the meanings given the terms in section
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•S 1914 IS
3(a) of the Securities Exchange Act of 1934 (15
1
U.S.C. 78c(a)); and
2
(5) the term ‘‘national securities exchange’’
3
means an exchange registered as a national securi-
4
ties exchange under section 6 of the Securities Ex-
5
change Act of 1934 (15 U.S.C. 78f).
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(b) PROHIBITIONS
REGARDING
COVERED
ENTI-
7
TIES.—Beginning on the date that is 1 year after the date
8
of enactment of this Act—
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(1) the Commission shall prohibit the initial
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listing of the securities of a covered entity on a na-
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tional securities exchange;
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(2) if the securities of an issuer are listed on
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a national securities exchange and, as a result of a
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business combination, that issuer becomes a covered
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entity, the Commission shall prohibit the national
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securities exchange from continuing to list the secu-
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rities of the issuer; and
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(3) a covered entity may not register a security
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of the covered entity under section 12(b) of the Se-
20
curities Exchange Act of 1934 (15 U.S.C. 78l(b)).
21
Æ
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