To permit an issuer, when determining the market capitalization of the issuer for purposes of testing the significance of an acquisition or disposition, to include the value of all shares of the issuer.

I 118TH CONGRESS 1ST SESSION H. R. 2497 To permit an issuer, when determining the market capitalization of the issuer for purposes of testing the significance of an acquisition or disposi- tion, to include the value of all shares of the issuer. IN THE HOUSE OF REPRESENTATIVES APRIL 6, 2023 Mr. HILL introduced the following bill; which was referred to the Committee on Financial Services A BILL To permit an issuer, when determining the market capitaliza- tion of the issuer for purposes of testing the significance of an acquisition or disposition, to include the value of all shares of the issuer. Be it enacted by the Senate and House of Representa- 1 tives of the United States of America in Congress assembled, 2 SECTION 1. AVOIDING ABERRATIONAL RESULTS IN RE- 3 QUIREMENTS FOR ACQUISITION AND DIS- 4 POSITION FINANCIAL STATEMENTS. 5 The Securities and Exchange Commission shall revise 6 section 210.1–02(w)(1)(i)(A) of title 17, Code of Federal 7 Regulations, to permit a registrant, in determining the 8 VerDate Sep 11 2014 22:47 Apr 13, 2023 Jkt 039200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H2497.IH H2497 pbinns on DSKJLVW7X2PROD with $$_JOB 2 •HR 2497 IH significance of an acquisition or disposition described in 1 such section 210.1–02(w)(1)(i)(A), to calculate the reg- 2 istrant’s aggregate worldwide market value based on the 3 applicable trading value, conversion value, or exchange 4 value of all of the registrant’s outstanding classes of stock 5 (including preferred stock and non-traded common shares 6 that are convertible into or exchangeable for traded com- 7 mon shares) and not just the voting and non-voting com- 8 mon equity of the registrant. 9 Æ VerDate Sep 11 2014 22:47 Apr 13, 2023 Jkt 039200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6301 E:\BILLS\H2497.IH H2497 pbinns on DSKJLVW7X2PROD with $$_JOB