IIB 118TH CONGRESS 1ST SESSION H. R. 2797 IN THE SENATE OF THE UNITED STATES JUNE 1, 2023 Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs AN ACT 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 Representa- 1 tives of the United States of America in Congress assembled, 2 VerDate Sep 11 2014 02:06 Jun 02, 2023 Jkt 039200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H2797.RFS H2797 kjohnson on DSK79L0C42PROD with BILLS 2 HR 2797 RFS SECTION 1. SHORT TITLE. 1 This Act may be cited as the ‘‘Equal Opportunity for 2 All Investors Act of 2023’’. 3 SEC. 2. CERTIFICATION EXAMINATIONS FOR ACCREDITED 4 INVESTORS. 5 (a) IN GENERAL.—The Securities and Exchange 6 Commission shall revise the definition of ‘‘accredited in- 7 vestor’’ under Regulation D (section 230.501 of title 15, 8 Code of Federal Regulations) to include any natural per- 9 son who is certified through the examination required 10 under subsection (b). 11 (b) ESTABLISHMENT OF EXAMINATION.—Not later 12 than 1 year after the date of the enactment of this Act, 13 the Securities and Exchange Commission shall establish 14 an examination (including a test, certification, or examina- 15 tion program)— 16 (1) to certify an individual as an accredited in- 17 vestor; and 18 (2) that— 19 (A) is designed with an appropriate level of 20 difficulty such that an individual with financial 21 sophistication would be unlikely to fail; and 22 (B) includes methods to determine whether 23 an individual seeking to be certified as an ac- 24 credited investor demonstrates competency with 25 respect to— 26 VerDate Sep 11 2014 02:06 Jun 02, 2023 Jkt 039200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H2797.RFS H2797 kjohnson on DSK79L0C42PROD with BILLS 3 HR 2797 RFS (i) the different types of securities; 1 (ii) the disclosure requirements under 2 the securities laws applicable to issuers 3 and private companies as compared to 4 public companies; 5 (iii) corporate governance; 6 (iv) financial statements and the com- 7 ponents of such statements; 8 (v) aspects of unregistered securities, 9 securities issued by private companies, and 10 investments into private funds, including 11 risks associated with— 12 (I) limited liquidity; 13 (II) limited disclosures; 14 (III) variance in valuation meth- 15 ods; 16 (IV) information asymmetry; 17 (V) leverage risks; 18 (VI) concentration risk; and 19 (VII) longer investment horizons; 20 (vi) potential conflicts of interest, 21 when the interests of the financial profes- 22 sionals and their clients are misaligned or 23 when their professional responsibilities are 24 compromised by financial motivations; and 25 VerDate Sep 11 2014 02:06 Jun 02, 2023 Jkt 039200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H2797.RFS H2797 kjohnson on DSK79L0C42PROD with BILLS 4 HR 2797 RFS (vii) other criteria the Commission de- 1 termines necessary or appropriate in the 2 public interest or for the protection of in- 3 vestors. 4 (c) ADMINISTRATION.—Beginning not later than 180 5 days after the date the examination is established under 6 subsection (b), such examination shall be administered 7 and offered free of charge to the public by a registered 8 national securities association under section 15A of the 9 Securities Exchange Act of 1934 (15 U.S.C. 78o–3). 10 Passed the House of Representatives May 31, 2023. Attest: CHERYL L. JOHNSON, Clerk. VerDate Sep 11 2014 02:06 Jun 02, 2023 Jkt 039200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H2797.RFS H2797 kjohnson on DSK79L0C42PROD with BILLS