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IIB
118TH CONGRESS
2D SESSION
H. R. 2799
IN THE SENATE OF THE UNITED STATES
MARCH 11, 2024
Received; read twice and referred to the Committee on Banking, Housing, and
Urban Affairs
AN ACT
To make reforms to the capital markets of the United States,
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
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SECTION 1. SHORT TITLE; TABLE OF CONTENTS.
1
(a) SHORT TITLE.—This Act may be cited as the
2
‘‘Expanding Access to Capital Act of 2023’’.
3
(b) TABLE OF CONTENTS.—The table of contents for
4
this Act is as follows:
5
Sec. 1. Short title; table of contents.
DIVISION A—STRENGTHENING PUBLIC MARKETS
TITLE I—REMOVE ABERRATIONS IN THE MARKET CAP TEST FOR
TARGET COMPANY FINANCIAL STATEMENTS
Sec. 1101. Avoiding aberrational results in requirements for acquisition and
disposition financial statements.
TITLE II—HELPING STARTUPS CONTINUE TO GROW
Sec. 1201. Short title.
Sec. 1202. Emerging growth company criteria.
TITLE III—SEC AND PCAOB AUDITOR REQUIREMENTS FOR
NEWLY PUBLIC COMPANIES
Sec. 1301. Auditor independence for certain past audits occurring before an
issuer is a public company.
TITLE IV—EXPAND THE PROTECTION FOR RESEARCH REPORTS
TO COVER ALL SECURITIES OF ALL ISSUERS
Sec. 1401. Provision of research.
TITLE V—EXCLUDE QIBS AND IAAS FROM THE RECORD HOLDER
COUNT FOR MANDATORY REGISTRATION
Sec. 1501. Exclusions from mandatory registration threshold.
TITLE VI—EXPAND WKSI ELIGIBILITY
Sec. 1601. Definition of well-known seasoned issuer.
DIVISION B—HELPING SMALL BUSINESSES AND
ENTREPRENEURS
TITLE I—UNLOCKING CAPITAL FOR SMALL BUSINESSES
Sec. 2101. Short title.
Sec. 2102. Safe harbors for private placement brokers and finders.
Sec. 2103. Limitations on State law.
TITLE II—SMALL BUSINESS INVESTOR CAPITAL ACCESS
Sec. 2201. Short title.
Sec. 2202. Inflation adjustment for the exemption threshold for certain invest-
ment advisers of private funds.
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TITLE III—IMPROVING CAPITAL ALLOCATION FOR NEWCOMERS
Sec. 2301. Short title.
Sec. 2302. Qualifying venture capital funds.
TITLE IV—SMALL ENTREPRENEURS’ EMPOWERMENT AND
DEVELOPMENT
Sec. 2401. Short title.
Sec. 2402. Micro-offering exemption.
TITLE V—REGULATION A+ IMPROVEMENT
Sec. 2501. Short title.
Sec. 2502. JOBS Act-related exemption.
TITLE VI—DEVELOPING AND EMPOWERING OUR ASPIRING
LEADERS
Sec. 2601. Short title.
Sec. 2602. Definitions.
Sec. 2603. Reports.
TITLE VII—IMPROVING CROWDFUNDING OPPORTUNITIES
Sec. 2701. Short title.
Sec. 2702. Crowdfunding revisions.
TITLE VIII—RESTORING THE SECONDARY TRADING MARKET
Sec. 2801. Short title.
Sec. 2802. Exemption from State regulation.
DIVISION C—INCREASING ACCESS TO PRIVATE MARKETS
TITLE I—GIG WORKER EQUITY COMPENSATION
Sec. 3101. Short title.
Sec. 3102. Extension of Rule 701.
Sec. 3103. GAO study.
TITLE II—INVESTMENT OPPORTUNITY EXPANSION
Sec. 3201. Short title.
Sec. 3202. Investment thresholds to qualify as an accredited investor.
TITLE III—RISK DISCLOSURE AND INVESTOR ATTESTATION
Sec. 3301. Short title.
Sec. 3302. Investor attestation.
TITLE IV—ACCREDITED INVESTORS INCLUDE INDIVIDUALS
RECEIVING ADVICE FROM CERTAIN PROFESSIONALS
Sec. 3401. Accredited investors include individuals receiving advice from certain
professionals.
DIVISION D—HELPING ANGELS LEAD OUR STARTUPS
Sec. 4001. Clarification of general solicitation.
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DIVISION E—IMPROVING DISCLOSURE FOR INVESTORS
Sec. 5001. Short title.
Sec. 5002. Electronic delivery.
DIVISION F—ENHANCEMENT OF 403(b) PLANS
Sec. 6101. Short title.
Sec. 6102. Enhancement of 403(b) plans.
DIVISION G—INCREASING INVESTOR OPPORTUNITIES
Sec. 7001. Closed-end company authority to invest in private funds.
DIVISION A—STRENGTHENING
1
PUBLIC MARKETS
2
TITLE I—REMOVE ABERRATIONS
3
IN THE MARKET CAP TEST
4
FOR TARGET COMPANY FI-
5
NANCIAL STATEMENTS
6
SEC. 1101. AVOIDING ABERRATIONAL RESULTS IN RE-
7
QUIREMENTS FOR ACQUISITION AND DIS-
8
POSITION FINANCIAL STATEMENTS.
9
The Securities and Exchange Commission shall revise
10
section 210.1–02(w)(1)(i)(A) of title 17, Code of Federal
11
Regulations, to permit a registrant, in determining the
12
significance of an acquisition or disposition described in
13
such section 210.1–02(w)(1)(i)(A), to calculate the reg-
14
istrant’s aggregate worldwide market value based on the
15
applicable trading value, conversion value, or exchange
16
value of all of the registrant’s outstanding classes of stock
17
(including preferred stock and non-traded common shares
18
that are convertible into or exchangeable for traded com-
19
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mon shares) and not just the voting and non-voting com-
1
mon equity of the registrant.
2
TITLE II—HELPING STARTUPS
3
CONTINUE TO GROW
4
SEC. 1201. SHORT TITLE.
5
This title may be cited as the ‘‘Helping Startups Con-
6
tinue To Grow Act’’.
7
SEC. 1202. EMERGING GROWTH COMPANY CRITERIA.
8
(a) SECURITIES ACT OF 1933.—Section 2(a)(19) of
9
the Securities Act of 1933 (15 U.S.C. 77b(a)(19)) is
10
amended—
11
(1) by striking ‘‘$1,000,000,000’’ each place
12
such term appears and inserting ‘‘$1,500,000,000’’;
13
(2) in subparagraph (B)—
14
(A) by striking ‘‘fifth’’ and inserting ‘‘7-
15
year’’; and
16
(B) by adding ‘‘or’’ at the end;
17
(3) in subparagraph (C), by striking ‘‘; or’’ and
18
inserting a period; and
19
(4) by striking subparagraph (D).
20
(b) SECURITIES EXCHANGE ACT OF 1934.—Section
21
3(a) of the Securities Exchange Act of 1934 (15 U.S.C.
22
78c(a)) is amended, in the first paragraph (80) (related
23
to emerging growth companies)—
24
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(1) by striking ‘‘$1,000,000,000’’ each place
1
such term appears and inserting ‘‘$1,500,000,000’’;
2
(2) in subparagraph (B)—
3
(A) by striking ‘‘fifth’’ and inserting ‘‘7-
4
year’’; and
5
(B) by adding ‘‘or’’ at the end;
6
(3) in subparagraph (C), by striking ‘‘; or’’ and
7
inserting a period; and
8
(4) by striking subparagraph (D).
9
TITLE
III—SEC
AND
PCAOB
10
AUDITOR
REQUIREMENTS
11
FOR NEWLY PUBLIC COMPA-
12
NIES
13
SEC. 1301. AUDITOR INDEPENDENCE FOR CERTAIN PAST
14
AUDITS OCCURRING BEFORE AN ISSUER IS A
15
PUBLIC COMPANY.
16
(a) AUDITOR INDEPENDENCE STANDARDS OF THE
17
PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD.—
18
Section 103 of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
19
7213) is amended by adding at the end the following:
20
‘‘(e) AUDITOR INDEPENDENCE FOR CERTAIN PAST
21
AUDITS OCCURRING BEFORE AN ISSUER IS A PUBLIC
22
COMPANY.—With respect to an issuer that is a public
23
company or an issuer that has filed a registration state-
24
ment to become a public company, the auditor independ-
25
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ence rules established by the Board with respect to audits
1
occurring before the last fiscal year of the issuer completed
2
before the issuer filed a registration statement to become
3
a public company shall treat an auditor as independent
4
if—
5
‘‘(1) the auditor is independent under standards
6
established by the American Institute of Certified
7
Public Accountants applicable to certified public ac-
8
countants in United States; or
9
‘‘(2) with respect to a foreign issuer, the audi-
10
tor is independent under comparable standards ap-
11
plicable to certified public accountants in the issuer’s
12
home country.’’.
13
(b) AUDITOR INDEPENDENCE STANDARDS OF THE
14
SECURITIES AND EXCHANGE COMMISSION.—Section 10A
15
of the Securities Exchange Act of 1934 (15 U.S.C. 78j–
16
1) is amended by adding at the end the following:
17
‘‘(n) AUDITOR INDEPENDENCE FOR CERTAIN PAST
18
AUDITS OCCURRING BEFORE AN ISSUER IS A PUBLIC
19
COMPANY.—With respect to an issuer that is a public
20
company or an issuer that has filed a registration state-
21
ment to become a public company, the auditor independ-
22
ence rules established by the Commission under the securi-
23
ties laws with respect to audits occurring before the last
24
fiscal year of the issuer completed before the issuer filed
25
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a registration statement to become a public company shall
1
treat an auditor as independent if—
2
‘‘(1) the auditor is independent under standards
3
established by the American Institute of Certified
4
Public Accountants applicable to certified public ac-
5
countants in United States; or
6
‘‘(2) with respect to a foreign issuer, the audi-
7
tor is independent under comparable standards ap-
8
plicable to certified public accountants in the issuer’s
9
home country.’’.
10
TITLE IV—EXPAND THE PROTEC-
11
TION
FOR
RESEARCH
RE-
12
PORTS TO COVER ALL SECU-
13
RITIES OF ALL ISSUERS
14
SEC. 1401. PROVISION OF RESEARCH.
15
Section 2(a)(3) of the Securities Act of 1933 (15
16
U.S.C. 77b(a)(3)) is amended—
17
(a) by striking ‘‘an emerging growth company’’ and
18
inserting ‘‘an issuer’’;
19
(b) by striking ‘‘the common equity’’ and inserting
20
‘‘any’’; and
21
(c) by striking ‘‘such emerging growth company’’ and
22
inserting ‘‘such issuer’’.
23
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TITLE V—EXCLUDE QIBS AND
1
IAAS
FROM
THE
RECORD
2
HOLDER COUNT FOR MANDA-
3
TORY REGISTRATION
4
SEC. 1501. EXCLUSIONS FROM MANDATORY REGISTRATION
5
THRESHOLD.
6
(a) IN GENERAL.—Section 12(g)(1) of the Securities
7
Exchange Act of 1934 (15 U.S.C. 78l(g)(1)) is amended—
8
(1) in subparagraph (A)(i), by inserting after
9
‘‘persons’’ the following: ‘‘(that are not a qualified
10
institutional buyer or an institutional accredited in-
11
vestor)’’; and
12
(2) in subparagraph (B), by inserting after
13
‘‘persons’’ the following: ‘‘(that are not a qualified
14
institutional buyer or an institutional accredited in-
15
vestor)’’.
16
(b) NONAPPLICABILITY
OF GENERAL EXEMPTIVE
17
AUTHORITY.—Section 36 of the Securities Exchange Act
18
of 1934 (15 U.S.C. 78mm) shall not apply to the matter
19
inserted by the amendments made by subsection (a).
20
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TITLE VI—EXPAND WKSI
1
ELIGIBILITY
2
SEC.
1601.
DEFINITION
OF
WELL-KNOWN
SEASONED
3
ISSUER.
4
For purposes of the Federal securities laws, and reg-
5
ulations issued thereunder, an issuer shall be a ‘‘well-
6
known seasoned issuer’’ if—
7
(1) the aggregate market value of the voting
8
and non-voting common equity held by non-affiliates
9
of the issuer is $250,000,000 or more (as deter-
10
mined under Form S–3 general instruction I.B.1. as
11
in effect on the date of enactment of this Act); and
12
(2) the issuer otherwise satisfies the require-
13
ments of the definition of ‘‘well-known seasoned
14
issuer’’ contained in section 230.405 of title 17,
15
Code of Federal Regulations without reference to
16
any requirement in such definition relating to min-
17
imum worldwide market value of outstanding voting
18
and non-voting common equity held by non-affiliates.
19
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DIVISION
B—HELPING
SMALL
1
BUSINESSES
AND
ENTRE-
2
PRENEURS
3
TITLE I—UNLOCKING CAPITAL
4
FOR SMALL BUSINESSES
5
SEC. 2101. SHORT TITLE.
6
This title may be cited as the ‘‘Unlocking Capital for
7
Small Businesses Act of 2023’’.
8
SEC. 2102. SAFE HARBORS FOR PRIVATE PLACEMENT BRO-
9
KERS AND FINDERS.
10
(a) IN GENERAL.—Section 15 of the Securities Ex-
11
change Act of 1934 (15 U.S.C. 78o) is amended by adding
12
at the end the following:
13
‘‘(p) PRIVATE PLACEMENT BROKER SAFE HAR-
14
BOR.—
15
‘‘(1)
REGISTRATION
REQUIREMENTS.—Not
16
later than 180 days after the date of the enactment
17
of this subsection the Commission shall promulgate
18
regulations with respect to private placement brokers
19
that are no more stringent than those imposed on
20
funding portals.
21
‘‘(2) NATIONAL
SECURITIES
ASSOCIATIONS.—
22
Not later than 180 days after the date of the enact-
23
ment of this subsection the Commission shall pro-
24
mulgate regulations that require the rules of any na-
25
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tional securities association to allow a private place-
1
ment broker to become a member of such national
2
securities association subject to reduced membership
3
requirements consistent with this subsection.
4
‘‘(3) DISCLOSURES REQUIRED.—Before effect-
5
ing a transaction, a private placement broker shall
6
disclose clearly and conspicuously, in writing, to all
7
parties to the transaction as a result of the broker’s
8
activities—
9
‘‘(A) that the broker is acting as a private
10
placement broker;
11
‘‘(B) the amount of any payment or antici-
12
pated payment for services rendered as a pri-
13
vate placement broker in connection with such
14
transaction;
15
‘‘(C) the person to whom any such pay-
16
ment is made; and
17
‘‘(D) any beneficial interest in the issuer,
18
direct or indirect, of the private placement
19
broker, of a member of the immediate family of
20
the private placement broker, of an associated
21
person of the private placement broker, or of a
22
member of the immediate family of such associ-
23
ated person.
24
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‘‘(4)
PRIVATE
PLACEMENT
BROKER
DE-
1
FINED.—In this subsection, the term ‘private place-
2
ment broker’ means a person that—
3
‘‘(A) receives transaction-based compensa-
4
tion—
5
‘‘(i) for effecting a transaction by—
6
‘‘(I) intro
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