Mandatory Materiality Requirement Act of 2023

I 118TH CONGRESS 1ST SESSION H. R. 4168 To amend the Securities Act of 1933 to require that information required to be disclosed to the Securities and Exchange Commission by issuers be material to voting or investment decisions regarding those issuers, and for other purposes. IN THE HOUSE OF REPRESENTATIVES JUNE 15, 2023 Mr. HUIZENGA (for himself and Mr. BARR) introduced the following bill; which was referred to the Committee on Financial Services A BILL To amend the Securities Act of 1933 to require that informa- tion required to be disclosed to the Securities and Ex- change Commission by issuers be material to voting or investment decisions regarding those issuers, 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 ‘‘Mandatory Materiality 4 Requirement Act of 2023’’. 5 VerDate Sep 11 2014 23:22 Jul 20, 2023 Jkt 039200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H4168.IH H4168 pbinns on DSKJLVW7X2PROD with $$_JOB 2 •HR 4168 IH SEC. 2. LIMITATION ON DISCLOSURE REQUIREMENTS. 1 (a) SECURITIES ACT OF 1933.—Section 2(b) of the 2 Securities Act of 1933 (15 U.S.C. 77b(b)) is amended— 3 (1) in the subsection heading, by inserting ‘‘; 4 LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 5 ‘‘FORMATION’’; 6 (2) by striking ‘‘Whenever’’ and inserting the 7 following: 8 ‘‘(1) IN GENERAL.—Whenever’’; and 9 (3) by adding at the end the following: 10 ‘‘(2) LIMITATION.— 11 ‘‘(A) IN GENERAL.—Whenever pursuant to 12 this title the Commission is engaged in rule- 13 making regarding disclosure obligations of 14 issuers, the Commission shall expressly provide 15 that an issuer is only required to disclose infor- 16 mation in response to such an obligation adopt- 17 ed by the Commission if the issuer has deter- 18 mined that such information is important with 19 respect to a voting or investment decision re- 20 garding the issuer. 21 ‘‘(B) APPLICABILITY.—Subparagraph (A) 22 shall not apply with respect to the removal of 23 any disclosure requirement with respect to an 24 issuer or the modification of any disclosure re- 25 quirement with respect to an issuer, if the Com- 26 VerDate Sep 11 2014 23:22 Jul 20, 2023 Jkt 039200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H4168.IH H4168 pbinns on DSKJLVW7X2PROD with $$_JOB 3 •HR 4168 IH mission expressly determines that the removal 1 or modification does not require disclosures that 2 are, in the aggregate, more burdensome to the 3 issuer than the existing disclosure requirement. 4 ‘‘(C) RULE OF CONSTRUCTION.—For the 5 purposes of this paragraph, information is con- 6 sidered to be important with respect to a voting 7 or investment decision regarding an issuer if 8 there is a substantial likelihood that a reason- 9 able investor would view the failure to disclose 10 that information as having significantly altered 11 the total mix of information made available to 12 the investor.’’. 13 (b) SECURITIES EXCHANGE ACT OF 1934.—Section 14 3(f) of the Securities Exchange Act of 1934 (15 U.S.C. 15 78c(f)) is amended— 16 (1) in the subsection heading, by inserting ‘‘; 17 LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 18 ‘‘FORMATION’’; 19 (2) by striking ‘‘Whenever’’ and inserting the 20 following: 21 ‘‘(1) IN GENERAL.—Whenever’’; and 22 (3) by adding at the end the following: 23 ‘‘(2) LIMITATION.— 24 VerDate Sep 11 2014 23:22 Jul 20, 2023 Jkt 039200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H4168.IH H4168 pbinns on DSKJLVW7X2PROD with $$_JOB 4 •HR 4168 IH ‘‘(A) IN GENERAL.—Whenever pursuant to 1 this title the Commission is engaged in rule- 2 making regarding disclosure obligations of 3 issuers, the Commission shall expressly provide 4 that an issuer is only required to disclose infor- 5 mation in response to such an obligation adopt- 6 ed by the Commission if the issuer has deter- 7 mined that such information is important with 8 respect to a voting or investment decision re- 9 garding the issuer. 10 ‘‘(B) APPLICABILITY.—Subparagraph (A) 11 shall not apply with respect to the removal of 12 any disclosure requirement with respect to an 13 issuer or the modification of any disclosure re- 14 quirement with respect to an issuer, if the Com- 15 mission expressly determines that the removal 16 or modification does not require disclosures that 17 are, in the aggregate, more burdensome to the 18 issuer than the existing disclosure requirement. 19 ‘‘(C) RULE OF CONSTRUCTION.—For the 20 purposes of this paragraph, information is con- 21 sidered to be important with respect to a voting 22 or investment decision regarding an issuer if 23 there is a substantial likelihood that a reason- 24 able investor would view the failure to disclose 25 VerDate Sep 11 2014 23:22 Jul 20, 2023 Jkt 039200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H4168.IH H4168 pbinns on DSKJLVW7X2PROD with $$_JOB 5 •HR 4168 IH that information as having significantly altered 1 the total mix of information made available to 2 the investor.’’. 3 Æ VerDate Sep 11 2014 23:22 Jul 20, 2023 Jkt 039200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6301 E:\BILLS\H4168.IH H4168 pbinns on DSKJLVW7X2PROD with $$_JOB