[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4860 Referred in Senate (RFS)]
<DOC>
116th CONGRESS
1st Session
H. R. 4860
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
October 29, 2019
Received; read twice and referred to the Committee on Banking,
Housing, and Urban Affairs
_______________________________________________________________________
AN ACT
To amend the Securities Act of 1933 to subject crowdfunding vehicles to
the jurisdiction of the Securities and Exchange Commission, 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 ``Crowdfunding Amendments Act''.
SEC. 2. CROWDFUNDING VEHICLES.
(a) Amendments to the Securities Act of 1933.--The Securities Act
of 1933 (15 U.S.C. 77a et seq.) is amended--
(1) in section 2(a) (15 U.S.C. 77b(a)), by adding at the
end the following:
``(20) The term `crowdfunding vehicle' has the meaning
given the term in section 3(c)(15)(B) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3(c)(15)(B)).'';
(2) in section 4(a)(6) (15 U.S.C. 77d(a)(6))--
(A) in subparagraph (A)--
(i) by inserting ``, other than a
crowdfunding vehicle,'' after ``sold to all
investors''; and
(ii) by inserting ``other than a
crowdfunding vehicle,'' after ``the issuer,'';
and
(B) in subparagraph (B), in the matter preceding
clause (i), by inserting ``, other than a crowdfunding
vehicle,'' after ``any investor''; and
(3) in section 4A(f) (15 U.S.C. 77d-1(f))--
(A) in the matter preceding paragraph (1), by
striking ``Section 4(6)'' and inserting ``Section
4(a)(6)''; and
(B) in paragraph (3), by inserting ``by any of
paragraphs (1) through (14) of'' before ``section
3(c)''.
(b) Amendments to the Investment Company Act of 1940.--Section 3(c)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)) is amended
by adding at the end the following:
``(15)(A) Any crowdfunding vehicle.
``(B) For purposes of this paragraph, the term
`crowdfunding vehicle' means a company--
``(i) the purpose of which (as set forth in the
organizational documents of the company) is limited to
acquiring, holding, and disposing of securities issued
by a single company in one or more transactions made
under section 4(a)(6) of the Securities Act of 1933 (15
U.S.C. 77d(a)(6));
``(ii) that issues only one class of securities;
``(iii) that receives no compensation in connection
with the acquisition, holding, or disposition of
securities described in clause (i);
``(iv) no investment adviser or associated person
of which receives any compensation on the basis of a
share of capital gains upon, or capital appreciation
of, any portion of the funds of an investor of the
company;
``(v) the securities of which have been issued in a
transaction made under section 4(a)(6) of the
Securities Act of 1933 (15 U.S.C. 77d(a)(6)), where
both the crowdfunding vehicle and the company whose
securities the crowdfunding vehicle holds are co-
issuers;
``(vi) that is current with respect to ongoing
reporting requirements under section 227.202 of title
17, Code of Federal Regulations, or any successor
regulation;
``(vii) that holds securities of a company that is
subject to ongoing reporting requirements under section
227.202 of title 17, Code of Federal Regulations, or
any successor regulation;
``(viii) that is advised by an investment adviser
that is--
``(I) registered under the Investment
Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.);
and
``(II) required to--
``(aa) disclose to the investors of
the company any fees charged by the
investment adviser; and
``(bb) obtain approval from a
majority of the investors of the
company with respect to any increase in
the fees described in item (aa); and
``(ix) that meets such other requirements as the
Commission may, by rule, determine necessary or
appropriate in the public interest and for the
protection of investors.''.
(c) Amendments to the Investment Advisers Act of 1940.--The
Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is amended--
(1) in section 202(a) (15 U.S.C. 80b-2(a))--
(A) by redesignating the second paragraph (29) as
paragraph (31); and
(B) by adding at the end the following:
``(32) The term `crowdfunding vehicle' has the meaning
given the term in section 3(c)(15)(B) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3(c)(15)(B)).
``(33)(A) The term `crowdfunding vehicle adviser' means an
investment adviser that acts as an investment adviser solely
with respect to crowdfunding vehicles.
``(B) A determination, for the purposes of subparagraph
(A), regarding whether an investment adviser acts as an
investment adviser solely with respect to crowdfunding vehicles
shall not include any consideration of the activity of any
affiliate of the investment adviser.'';
(2) in section 203 (15 U.S.C. 80b-3), by adding at the end
the following:
``(o) Crowdfunding Vehicle Advisers.--
``(1) In general.--A crowdfunding vehicle adviser shall be
required to register under this section.
``(2) Tailored requirements.--As necessary or appropriate
in the public interest and for the protection of investors, and
to promote efficiency, competition, and capital formation, the
Commission shall tailor the requirements under section
275.206(4)-2 of title 17, Code of Federal Regulations, with
respect to the application of those requirements to a
crowdfunding vehicle adviser.''; and
(3) in section 203A(a) (15 U.S.C. 80b-3a(a))--
(A) in paragraph (1)--
(i) in subparagraph (A), by striking ``or''
at the end;
(ii) in subparagraph (B), by striking the
period at the end and inserting ``; or''; and
(iii) by adding at the end the following:
``(C) is a crowdfunding vehicle adviser.''; and
(B) in paragraph (2)--
(i) in subparagraph (A), by inserting ``a
crowdfunding vehicle adviser,'' after ``unless
the investment adviser is''; and
(ii) in subparagraph (B)(ii), in the matter
preceding subclause (I), by inserting ``except
with respect to a crowdfunding vehicle
adviser,'' before ``has assets''.
SEC. 3. CROWDFUNDING EXEMPTION FROM REGISTRATION.
Section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(g)(6)) is amended--
(1) by striking ``The Commission'' and inserting the
following:
``(A) In general.--The Commission'';
(2) in subparagraph (A), as so designated, by striking
``section 4(6)'' and inserting ``section 4(a)(6)''; and
(3) by adding at the end the following:
``(B) Treatment of securities issued by certain
issuers.--
``(i) In general.--An exemption under
subparagraph (A) shall be unconditional for
securities offered by an issuer that had a
public float of less than $75,000,000, as of
the last business day of the most recently
completed semiannual period of the issuer,
which shall be calculated in accordance with
clause (ii).
``(ii) Calculation.--
``(I) In general.--A public float
described in clause (i) shall be
calculated by multiplying the aggregate
worldwide number of shares of the
common equity securities of an issuer
that are held by non-affiliates by the
price at which those securities were
last sold (or the average bid and asked
prices of those securities) in the
principal market for those securities.
``(II) Calculation of zero.--If a
public float calculation under
subclause (I) with respect to an issuer
is zero, an exemption under
subparagraph (A) shall be unconditional
for securities offered by the issuer if
the issuer had annual revenues of less
than $50,000,000, as of the most
recently completed fiscal year of the
issuer.''.
SEC. 4. RULE OF CONSTRUCTION.
Nothing in this Act or the amendments made by this Act may be
construed to allow an issuer or a crowdfunding vehicle to offer or sell
securities in excess of the limitation described under section 4(a)(6)
of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)).
SEC. 5. DETERMINATION OF BUDGETARY EFFECTS.
The budgetary effects of this Act, for the purpose of complying
with the Statutory Pay-As-You-Go Act of 2010, shall be determined by
reference to the latest statement titled ``Budgetary Effects of PAYGO
Legislation'' for this Act, submitted for printing in the Congressional
Record by the Chairman of the House Budget Committee, provided that
such statement has been submitted prior to the vote on passage.
Passed the House of Representatives October 28, 2019.
Attest:
CHERYL L. JOHNSON,
Clerk.