[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5877 Introduced in House (IH)]

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115th CONGRESS
  2d Session
                                H. R. 5877

     To amend the Securities Exchange Act of 1934 to allow for the 
       registration of venture exchanges, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                              May 18, 2018

  Mr. Emmer introduced the following bill; which was referred to the 
                    Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
     To amend the Securities Exchange Act of 1934 to allow for the 
       registration of venture exchanges, and for other purposes.

    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 ``Main Street Growth Act''.

SEC. 2. VENTURE EXCHANGES.

    (a) Securities Exchange Act of 1934.--Section 6 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end 
the following:
    ``(m) Venture Exchange.--
            ``(1) Registration.--
                    ``(A) In general.--A national securities exchange 
                may elect to be treated (or for a listing tier of such 
                exchange to be treated) as a venture exchange--
                            ``(i) by notifying the Commission of such 
                        election at the time the exchange applies to be 
                        registered as a national securities exchange; 
                        or
                            ``(ii) after registering as a national 
                        securities exchange, by submitting such 
                        election as a proposed rule change, as 
                        described under section 19(b).
                    ``(B) Determination time period.--With respect to a 
                securities exchange electing to be treated (or for a 
                listing tier of such exchange to be treated) as a 
                venture exchange--
                            ``(i) at the time the exchange applies to 
                        be registered as a national securities 
                        exchange, such application and election shall 
                        be deemed to have been approved by the 
                        Commission unless the Commission denies such 
                        application before the end of the 6-month 
                        period beginning on the date the Commission 
                        received such application; and
                            ``(ii) after registering as a national 
                        securities exchange, such election shall be 
                        deemed to have been approved by the Commission 
                        unless the Commission denies such approval 
                        before the end of the 6-month period beginning 
                        on the date the Commission received 
                        notification of such election.
            ``(2) Powers and restrictions.--A venture exchange--
                    ``(A) may only constitute, maintain, or provide a 
                market place or facilities for bringing together 
                purchasers and sellers of venture securities;
                    ``(B) may determine the increment to be used for 
                quoting and trading venture securities on the exchange;
                    ``(C) may choose to carry out periodic auctions for 
                the sale of a venture security instead of providing 
                continuous trading of the venture security; and
                    ``(D) may not extend unlisted trading privileges to 
                any venture security.
            ``(3) Treatment of certain exempted securities.--A security 
        that is exempt from registration pursuant to section 3(b) of 
        the Securities Act of 1933 shall be exempt from section 12(a) 
        of this title to the extent such securities are traded on a 
        venture exchange, if the issuer of such security is in 
        compliance with all disclosure obligations of such section 3(b) 
        and the regulations issued under such section.
            ``(4) Venture securities traded on venture exchanges may 
        not trade on non-venture exchanges.--A venture security may not 
        be traded on a national securities exchange that is not a 
        venture exchange during any period in which the venture 
        security is being traded on a venture exchange.
            ``(5) Rule of construction.--Nothing in this subsection may 
        be construed as requiring transactions in venture securities to 
        be effected on a national securities exchange.
            ``(6) Definitions.--For purposes of this subsection:
                    ``(A) Early-stage, growth company.--
                            ``(i) In general.--The term `early-stage, 
                        growth company' means an issuer--
                                    ``(I) that has not made any 
                                registered initial public offering of 
                                any securities of the issuer; and
                                    ``(II) with a public float of less 
                                than or equal to the value of public 
                                float required to qualify as a large 
                                accelerated filer under section 
                                240.12b-2 of title 17, Code of Federal 
                                Regulations.
                            ``(ii) Treatment when public float exceeds 
                        threshold.--An issuer shall not cease to be an 
                        early-stage, growth company by reason of the 
                        public float of such issuer exceeding the 
                        threshold specified in clause (i)(II) until the 
                        later of the following:
                                    ``(I) The end of the period of 24 
                                consecutive months during which the 
                                public float of the issuer exceeds 
                                $2,000,000,000 (as such amount is 
                                indexed for inflation every 5 years by 
                                the Commission to reflect the change in 
                                the Consumer Price Index for All Urban 
                                Consumers published by the Bureau of 
                                Labor Statistics, setting the threshold 
                                to the nearest $1,000,000).
                                    ``(II) The end of the 1-year period 
                                following the end of the 24-month 
                                period described under subclause (I), 
                                if the issuer requests such 1-year 
                                extension from a venture exchange and 
                                the venture exchange elects to provide 
                                such extension.
                    ``(B) Public float.--With respect to an issuer, the 
                term `public float' means the aggregate worldwide 
                market value of the voting and non-voting common equity 
                of the issuer held by non-affiliates.
                    ``(C) Venture security.--
                            ``(i) In general.--The term `venture 
                        security' means--
                                    ``(I) securities of an early-stage, 
                                growth company that are exempt from 
                                registration pursuant to section 3(b) 
                                of the Securities Act of 1933;
                                    ``(II) securities of an emerging 
                                growth company; or
                                    ``(III) securities registered under 
                                section 12(b) and listed on a venture 
                                exchange (or, prior to listing on a 
                                venture exchange, listed on a national 
                                securities exchange) where--
                                            ``(aa) the issuer of such 
                                        securities has a public float 
                                        less than or equal to the value 
                                        of public float required to 
                                        qualify as a large accelerated 
                                        filer under section 240.12b-2 
                                        of title 17, Code of Federal 
                                        Regulations; or
                                            ``(bb) the average daily 
                                        trade volume is 75,000 shares 
                                        or less during a continuous 60-
                                        day period.
                            ``(ii) Treatment when public float exceeds 
                        threshold.--Securities shall not cease to be 
                        venture securities by reason of the public 
                        float of the issuer of such securities 
                        exceeding the threshold specified in clause 
                        (i)(III)(aa) until the later of the following:
                                    ``(I) The end of the period of 24 
                                consecutive months beginning on the 
                                date--
                                            ``(aa) the public float of 
                                        such issuer exceeds 
                                        $2,000,000,000; and
                                            ``(bb) the average daily 
                                        trade volume of such securities 
                                        is 100,000 shares or more 
                                        during a continuous 60-day 
                                        period.
                                    ``(II) The end of the 1-year period 
                                following the end of the 24-month 
                                period described under subclause (I), 
                                if the issuer of such securities 
                                requests such 1-year extension from a 
                                venture exchange and the venture 
                                exchange elects to provide such 
                                extension.''.
    (b) Securities Act of 1933.--Section 18(b)(1) of the Securities Act 
of 1933 (15 U.S.C. 77r(b)(1)) is amended--
            (1) in subparagraph (B), by striking ``or'' at the end;
            (2) in subparagraph (C), by striking the period and 
        inserting ``; or''; and
            (3) by adding at the end the following:
                    ``(D) a venture security listed on a venture 
                exchange, other than those of an early-stage growth 
                company (as such terms are defined, respectively, under 
                section 6(m) of the Securities Exchange Act of 
                1934).''.
    (c) Sense of Congress.--It is the sense of the Congress that the 
Securities and Exchange Commission should--
            (1) when necessary or appropriate in the public interest 
        and consistent with the protection of investors, make use of 
        the Commission's general exemptive authority under section 36 
        of the Securities Exchange Act of 1934 (15 U.S.C. 78mm) with 
        respect to the provisions added by this section; and
            (2) if the Commission determines appropriate, create an 
        Office of Venture Exchanges within the Commission's Division of 
        Trading and Markets.
    (d) Rule of Construction.--Nothing in this section or the 
amendments made by this section shall be construed to impair or limit 
the construction of the antifraud provisions of the securities laws (as 
defined in section 3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a))) or the authority of the Securities and Exchange 
Commission under those provisions.
    (e) Effective Date for Tiers of Existing National Securities 
Exchanges.--In the case of a securities exchange that is registered as 
a national securities exchange under section 6 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f) on the date of the enactment of 
this Act, any election for a listing tier of such exchange to be 
treated as a venture exchange under subsection (m) of such section 
shall not take effect before the date that is 180 days after such date 
of enactment.
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