[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2167 Reported in House (RH)]

                                                 Union Calendar No. 223
112th CONGRESS
  1st Session
                                H. R. 2167

                          [Report No. 112-327]

 To amend the Securities Exchange Act of 1934 to change the threshold 
    number of shareholders for required registration under that Act.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             June 14, 2011

 Mr. Schweikert (for himself, Mr. Himes, Mr. Canseco, Mr. Quigley, Mr. 
   Jones, Mr. Perlmutter, Mrs. Biggert, and Mr. Issa) introduced the 
   following bill; which was referred to the Committee on Financial 
                                Services

                           December 12, 2011

   Additional sponsors: Mr. Campbell, Mr. McHenry, Mr. Manzullo, Mr. 
     Latta, Mr. Polis, Mr. Meeks, Mr. Hurt, Ms. Loretta Sanchez of 
 California, Mr. Welch, Mr. Boren, Mr. Fitzpatrick, Ms. Hayworth, Mr. 
     Ackerman, Mr. Dold, Mrs. Maloney, Mr. Hinojosa, Mr. Smith of 
    Washington, Mr. Carney, Mr. Connolly of Virginia, and Mr. Kline

                           December 12, 2011

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]


_______________________________________________________________________

                                 A BILL


 
 To amend the Securities Exchange Act of 1934 to change the threshold 
    number of shareholders for required registration under that Act.


 


    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

<DELETED>SECTION 1. SHORT TITLE.</DELETED>

<DELETED>    This Act may be cited as the ``Private Company Flexibility 
and Growth Act''.</DELETED>

<DELETED>SEC. 2. THRESHOLD FOR REGISTRATION.</DELETED>

<DELETED>    Section 12(g)(1)(B) of the Securities Exchange Act of 1934 
(15 U.S.C. 78l(g)(1)(B)) is amended by striking ``shall--'' and all 
that follows through ``register'' and insert ``shall, within 120 days 
after the last day of its first fiscal year ended on which the issuer 
has total assets exceeding $10,000,000 and a class of equity security 
(other than an exempted security) held of record by 1,000 persons, 
register''.</DELETED>

<DELETED>SEC. 3. ACCREDITED INVESTORS AND EMPLOYEES.</DELETED>

<DELETED>    Section 12(g)(5) of the Securities Exchange Act of 1934 
(15 U.S.C. 78l(g)(5)) is amended by adding at the end the following: 
``For purposes of determining whether an issuer is required to register 
a security with the Commission pursuant to paragraph (1), the 
definition of `held of record' shall not include securities held by 
persons who qualify as accredited investors (as that term is defined by 
the Commission) or securities that are held by persons who received the 
securities pursuant to an employee compensation plan in transactions 
exempted from the registration requirements of section 5 of the 
Securities Act of 1933.''.</DELETED>

<DELETED>SEC. 4. COMMISSION RULEMAKING.</DELETED>

<DELETED>    The Securities and Exchange Commission shall revise the 
definition of ``held of record'' pursuant to section 12(g)(5) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) to implement the 
amendment made by section 2. The Commission shall also adopt safe 
harbor provisions that issuers can follow when determining whether 
holders of their securities are accredited investors or that holders of 
their securities received the securities pursuant to an employee 
compensation plan in transactions that were exempt from the 
registration requirements of section 5 of the Securities Act of 
1933.</DELETED>

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Private Company Flexibility and 
Growth Act''.

SEC. 2. THRESHOLD FOR REGISTRATION.

    Section 12(g)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(1)) is amended by striking ``shall--'' and all that follows 
through the first instance of ``register'' and insert ``shall, within 
120 days after the last day of its first fiscal year ended on which the 
issuer has total assets exceeding $10,000,000 and a class of equity 
security (other than an exempted security) held of record by 1,000 
persons, register''.

SEC. 3. EMPLOYEES.

    Section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(5)) is amended by adding at the end the following: ``For 
purposes of determining whether an issuer is required to register a 
security with the Commission pursuant to paragraph (1), the definition 
of `held of record' shall not include securities held by persons who 
received the securities pursuant to an employee compensation plan in 
transactions exempted from the registration requirements of section 5 
of the Securities Act of 1933.''.

SEC. 4. COMMISSION RULEMAKING.

    The Securities and Exchange Commission shall revise the definition 
of ``held of record'' pursuant to section 12(g)(5) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) to implement the amendment 
made by section 2. The Commission shall also adopt safe harbor 
provisions that issuers can follow when determining that holders of 
their securities received the securities pursuant to an employee 
compensation plan in transactions that were exempt from the 
registration requirements of section 5 of the Securities Act of 1933.
                                                 Union Calendar No. 223

112th CONGRESS

  1st Session

                               H. R. 2167

                          [Report No. 112-327]

_______________________________________________________________________

                                 A BILL

 To amend the Securities Exchange Act of 1934 to change the threshold 
    number of shareholders for required registration under that Act.

_______________________________________________________________________

                           December 12, 2011

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed