[Congressional Bills 114th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4498 Engrossed in House (EH)]

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114th CONGRESS
  2d Session
                                H. R. 4498

_______________________________________________________________________

                                 AN ACT


 
    To clarify the definition of general solicitation under Federal 
                            securities law.

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

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Helping Angels Lead Our Startups 
Act'' or the ``HALOS Act''.

SEC. 2. DEFINITION OF ANGEL INVESTOR GROUP.

    As used in this Act, the term ``angel investor group'' means any 
group that--
            (1) is composed of accredited investors interested in 
        investing personal capital in early-stage companies;
            (2) holds regular meetings and has defined processes and 
        procedures for making investment decisions, either individually 
        or among the membership of the group as a whole; and
            (3) is neither associated nor affiliated with brokers, 
        dealers, or investment advisers.

SEC. 3. CLARIFICATION OF GENERAL SOLICITATION.

    (a) In General.--Not later than 6 months after the date of 
enactment of this Act, the Securities and Exchange Commission shall 
revise Regulation D of its rules (17 CFR 230.500 et seq.) to require 
that in carrying out the prohibition against general solicitation or 
general advertising contained in section 230.502(c) of title 17, Code 
of Federal Regulations, the prohibition shall not apply to a 
presentation or other communication made by or on behalf of an issuer 
which is made at an event--
            (1) sponsored by--
                    (A) the United States or any territory thereof, by 
                the District of Columbia, by any State, by a political 
                subdivision of any State or territory, or by any agency 
                or public instrumentality of any of the foregoing;
                    (B) a college, university, or other institution of 
                higher education;
                    (C) a nonprofit organization;
                    (D) an angel investor group;
                    (E) a venture forum, venture capital association, 
                or trade association; or
                    (F) any other group, person or entity as the 
                Securities and Exchange Commission may determine by 
                rule;
            (2) where any advertising for the event does not reference 
        any specific offering of securities by the issuer;
            (3) the sponsor of which--
                    (A) does not make investment recommendations or 
                provide investment advice to event attendees;
                    (B) does not engage in an active role in any 
                investment negotiations between the issuer and 
                investors attending the event;
                    (C) does not charge event attendees any fees other 
                than administrative fees; and
                    (D) does not receive any compensation with respect 
                to such event that would require registration of the 
                sponsor as a broker or a dealer under the Securities 
                Exchange Act of 1934, or as an investment advisor under 
                the Investment Advisers Act of 1940; and
            (4) where no specific information regarding an offering of 
        securities by the issuer is communicated or distributed by or 
        on behalf of the issuer, other than--
                    (A) that the issuer is in the process of offering 
                securities or planning to offer securities;
                    (B) the type and amount of securities being 
                offered;
                    (C) the amount of securities being offered that 
                have already been subscribed for; and
                    (D) the intended use of proceeds of the offering.
    (b) Rule of Construction.--Subsection (a) may only be construed as 
requiring the Securities and Exchange Commission to amend the 
requirements of Regulation D with respect to presentations and 
communications, and not with respect to purchases or sales.

            Passed the House of Representatives April 27, 2016.

            Attest:

                                                                 Clerk.
114th CONGRESS

  2d Session

                               H. R. 4498

_______________________________________________________________________

                                 AN ACT

    To clarify the definition of general solicitation under Federal 
                            securities law.