117 S1914 IS: No IPOs for Unaccountable Actors Act U.S. Senate 2021-05-27 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.

II117th CONGRESS1st SessionS. 1914IN THE SENATE OF THE UNITED STATESMay 27, 2021Mr. Rubio (for himself and Mr. Casey) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban AffairsA BILLTo prohibit the initial public offering of certain securities, and for other purposes.

1.

Short title

This Act may be cited as the No IPOs for Unaccountable Actors Act.

2.

No initial public offerings for unaccountable actors

(a)

Definitions

In this section—(1)the term Board means the Public Company Accounting Oversight Board;(2)the term Commission means the Securities and Exchange Commission;(3)the term covered entity means— (A)an entity that is headquartered in, or otherwise controlled by an entity that is headquartered in, a foreign jurisdiction in which the Board is prevented from conducting an inspection or investigation of a registered public accounting firm under section 104 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214) because of a position taken by an authority in that foreign jurisdiction, as determined by the Board; or(B)an entity that— (i)is headquartered in, or otherwise controlled by an entity that is headquartered in, a foreign jurisdiction; and(ii)retains a registered public accounting firm described in section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)); (4)the terms exchange, issuer, and security have the meanings given the terms in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)); and(5)the term national securities exchange means an exchange registered as a national securities exchange under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f).(b)

Prohibitions regarding covered entities

Beginning on the date that is 1 year after the date of enactment of this Act—(1)the Commission shall prohibit the initial listing of the securities of a covered entity on a national securities exchange;(2)if the securities of an issuer are listed on a national securities exchange and, as a result of a business combination, that issuer becomes a covered entity, the Commission shall prohibit the national securities exchange from continuing to list the securities of the issuer; and(3)a covered entity may not register a security of the covered entity under section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)).