117 HR 3448 IH: Helping Startups Continue To Grow Act U.S. House of Representatives 2021-05-20 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.
I117th CONGRESS1st SessionH. R. 3448IN THE HOUSE OF REPRESENTATIVESMay 20, 2021Mr. Steil (for himself, Mr. Hollingsworth, and Mr. Hill) introduced the following bill; which was referred to the Committee on Financial ServicesA BILLTo provide for a 5-year extension of certain exemptions and reduced disclosure requirements for companies that were emerging growth companies and would continue to be emerging growth companies but for the 5-year restriction on emerging growth companies, and for other purposes.
1.
Short title
This Act may be cited as the Helping Startups Continue To Grow Act.
2.
On-ramp extension
(a)
Definition of a recent emerging growth company
(1)
Securities Act of 1933
Section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)) is amended by adding at the end the following:(20)
Recent emerging growth company
The term recent emerging growth company means an issuer that—(A)was, but is no longer, an emerging growth company;(B)would continue to be an emerging growth company but for the application of subparagraph (B) of paragraph (19); and(C)ceased to be an emerging growth company within the previous 5-year period..(2)
Securities Exchange Act of 1934
Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended—(A)by redesignating the second paragraph (80) as paragraph (81); and(B)by adding at the end the following:(82)
Recent emerging growth company
The term recent emerging growth company means an issuer that—(A)was, but is no longer, an emerging growth company;(B)would continue to be an emerging growth company but for the application of subparagraph (B) of paragraph (80); and(C)ceased to be an emerging growth company within the previous 5-year period..(b)
Streamlined financial disclosures
(1)
Securities Act of 1933
Section 7(a)(2) of the Securities Act of 1933 (15 U.S.C. 77g(a)(2)) is amended—(A)by inserting after An emerging growth company the following: and a recent emerging growth company; and(B)in subparagraph (A)—(i)by striking such emerging growth company and inserting such company; and(ii)by striking an emerging growth company and inserting such company.(2)
Securities Exchange Act of 1934
Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)) is amended by adding at the end the following: The previous sentence shall apply, to the same extent as such sentence applies to an emerging growth company, to a recent emerging growth company..(3)
Other disclosures
A recent emerging growth company (as defined under section 2 of the Securities Act of 1933) may comply with section 229.303(a) of title 17, Code of Federal Regulations, or any successor thereto, by providing information required by such section with respect to the financial statements of the company for each period presented pursuant to section 7(a) of the Securities Act of 1933 (15 U.S.C. 77g(a)). Such a company may comply with section 229.402 of title 17, Code of Federal Regulations, or any successor thereto, by disclosing the same information as any issuer with a market value of outstanding voting and nonvoting common equity held by non-affiliates of less than $75,000,000.(c)
Draft registration statements
Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) is amended—(1)by striking emerging growth company each place such term appears and inserting emerging growth company or recent emerging growth company; and(2)by striking emerging market growth company and inserting emerging growth company or recent emerging growth company. (d)
Executive compensation disclosures
(1)
Certain shareholder disclosures
Section 14A(e)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78n–1(e)) is amended—(A)in subparagraph (A), by striking An emerging growth company and inserting the following Any emerging growth company or recent emerging growth company; and(B)in subparagraph (B)—(i)in the heading, by striking termination of emerging growth company treatment and inserting exemption;(ii)by striking an emerging growth company but is no longer an emerging growth company and inserting exempt under subparagraph (A) but is no longer exempt; and(iii)in clause (ii), by inserting before the period the following: or a recent emerging growth company.(2)
Pay ratio disclosures
Section 953(b)(1) of the Investor Protection and Securities Reform Act of 2010 (15 U.S.C. 78l note) is amended, by striking , as that term is defined in and inserting or a recent emerging growth company, as such terms are defined, respectively, under.(3)
Pay vs. performance disclosures
Section 14(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(i)) is amended by inserting after emerging growth company the following: or a recent emerging growth company.(4)
Simplified executive compensation disclosures
The Securities and Exchange Commission shall amend section 229.402(l) of title 17, Code of Federal Regulations, to permit a recent emerging growth company (as defined under section 2 of the Securities Act of 1933) to make use of the same scaled disclosures for executive compensation that are available pursuant to such section for smaller reporting companies and emerging growth companies.