Encouraging Public Offerings Act of 2020

I 116TH CONGRESS 2D SESSION H. R. 7067 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. IN THE HOUSE OF REPRESENTATIVES JUNE 1, 2020 Mr. BUDD 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 registra- tion submissions, 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 ‘‘Encouraging Public 4 Offerings Act of 2020’’. 5 SEC. 2. EXPANDING TESTING THE WATERS AND CONFIDEN- 6 TIAL SUBMISSIONS. 7 The Securities Act of 1933 (15 U.S.C. 77a et seq.) 8 is amended— 9 VerDate Sep 11 2014 20:04 Jun 20, 2020 Jkt 099200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H7067.IH H7067 pamtmann on DSKBC07HB2PROD with BILLS 2 •HR 7067 IH (1) in section 5(d) (15 U.S.C. 77e(d))— 1 (A) by striking ‘‘Notwithstanding’’ and in- 2 serting the following: 3 ‘‘(1) IN GENERAL.—Notwithstanding’’; 4 (B) by striking ‘‘an emerging growth com- 5 pany or any person authorized to act on behalf 6 of an emerging growth company’’ and inserting 7 ‘‘an issuer or any person authorized to act on 8 behalf of an issuer’’; and 9 (C) by adding at the end the following: 10 ‘‘(2) ADDITIONAL REQUIREMENTS.— 11 ‘‘(A) IN GENERAL.—The Commission may 12 promulgate regulations, subject to public notice 13 and comment, to impose such other terms, con- 14 ditions, or requirements on the engaging in oral 15 or written communications described under 16 paragraph (1) by an issuer other than an 17 emerging growth company as the Commission 18 determines appropriate. 19 ‘‘(B) REPORT TO CONGRESS.—Prior to any 20 rulemaking described under subparagraph (A), 21 the Commission shall submit to Congress a re- 22 port containing a list of the findings supporting 23 the basis of the rulemaking.’’; and 24 (2) in section 6(e) (15 U.S.C. 77f(e))— 25 VerDate Sep 11 2014 20:04 Jun 20, 2020 Jkt 099200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H7067.IH H7067 pamtmann on DSKBC07HB2PROD with BILLS 3 •HR 7067 IH (A) in the heading, by striking ‘‘EMERG- 1 ING GROWTH COMPANIES’’ and inserting 2 ‘‘DRAFT REGISTRATION STATEMENTS’’; 3 (B) by redesignating paragraph (2) as 4 paragraph (4); and 5 (C) by striking paragraph (1) and insert- 6 ing the following: 7 ‘‘(1) PRIOR TO INITIAL PUBLIC OFFERING.— 8 Any issuer, prior to its initial public offering date, 9 may confidentially submit to the Commission a draft 10 registration statement, for confidential nonpublic re- 11 view by the staff of the Commission prior to public 12 filing, provided that the initial confidential submis- 13 sion and all amendments thereto shall be publicly 14 filed with the Commission not later than 15 days be- 15 fore the date on which the issuer conducts a road 16 show, as defined in section 230.433(h) of title 17, 17 Code of Federal Regulations, or, in the absence of 18 a road show, at least 15 days prior to the requested 19 effective date of the registration statement. 20 ‘‘(2) WITHIN 1 YEAR AFTER INITIAL PUBLIC 21 OFFERING OR EXCHANGE REGISTRATION.—Any 22 issuer, within the 1-year period following its initial 23 public offering or its registration of a security under 24 section 12(b) of the Securities Exchange Act of 25 VerDate Sep 11 2014 20:04 Jun 20, 2020 Jkt 099200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H7067.IH H7067 pamtmann on DSKBC07HB2PROD with BILLS 4 •HR 7067 IH 1934 (15 U.S.C. 78l(b)), may confidentially submit 1 to the Commission a draft registration statement, 2 for confidential nonpublic review by the staff of the 3 Commission prior to public filing, provided that the 4 initial confidential submission and all amendments 5 thereto shall be publicly filed with the Commission 6 not later than 15 days before the date on which the 7 issuer conducts a road show, as defined in section 8 230.433(h) of title 17, Code of Federal Regulations, 9 or, in the absence of a road show, at least 15 days 10 prior to the requested effective date of the registra- 11 tion statement. 12 ‘‘(3) ADDITIONAL REQUIREMENTS.— 13 ‘‘(A) IN GENERAL.—The Commission may 14 promulgate regulations, subject to public notice 15 and comment, to impose such other terms, con- 16 ditions, or requirements on the submission of 17 draft registration statements described under 18 this subsection by an issuer other than an 19 emerging growth company as the Commission 20 determines appropriate. 21 ‘‘(B) REPORT TO CONGRESS.—Prior to any 22 rulemaking described under subparagraph (A), 23 the Commission shall submit to Congress a re- 24 VerDate Sep 11 2014 20:04 Jun 20, 2020 Jkt 099200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H7067.IH H7067 pamtmann on DSKBC07HB2PROD with BILLS 5 •HR 7067 IH port containing a list of the findings supporting 1 the basis of the rulemaking.’’. 2 Æ VerDate Sep 11 2014 20:04 Jun 20, 2020 Jkt 099200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6301 E:\BILLS\H7067.IH H7067 pamtmann on DSKBC07HB2PROD with BILLS