[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[S. 5005 Introduced in Senate (IS)]

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117th CONGRESS
  2d Session
                                S. 5005

    To amend the Securities Act of 1933 to require that information 
 required to be disclosed to the Securities and Exchange Commission by 
   issuers be material to investors of those issuers, and for other 
                               purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                           September 29, 2022

   Mr. Rounds (for himself, Ms. Lummis, Mr. Tillis, Mr. Hagerty, Mr. 
  Boozman, Mr. Daines, Mr. Grassley, and Mr. Sullivan) introduced the 
 following bill; which was read twice and referred to the Committee on 
                  Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
    To amend the Securities Act of 1933 to require that information 
 required to be disclosed to the Securities and Exchange Commission by 
   issuers be material to investors of those issuers, 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 ``Mandatory Materiality Requirement 
Act of 2022''.

SEC. 2. LIMITATION ON DISCLOSURE REQUIREMENTS.

    (a) Securities Act of 1933.--Section 2(b) of the Securities Act of 
1933 (15 U.S.C. 77b(b)) is amended--
            (1) in the subsection heading, by inserting ``; Limitation 
        on Disclosure Requirements'' after ``Formation'';
            (2) by striking ``Whenever'' and inserting the following:
            ``(1) In general.--Whenever''; and
            (3) by adding at the end the following:
            ``(2) Limitation.--
                    ``(A) In general.--Whenever pursuant to this title 
                the Commission is engaged in rulemaking regarding 
                disclosure obligations of issuers, the Commission may 
                impose a disclosure requirement on an issuer only if 
                the Commission expressly determines that there is a 
                substantial likelihood that a reasonable investor of 
                the issuer would consider the information disclosed to 
                the Commission under the requirement to be important 
                with respect to an investment decision regarding the 
                issuer.
                    ``(B) Applicability.--Subparagraph (A) shall not 
                apply with respect to the removal of any disclosure 
                requirement with respect to an issuer.
                    ``(C) Rule of construction.--For the purposes of 
                this paragraph, information is important with respect 
                to an investment decision made by an investor if there 
                is a substantial likelihood that the investor would 
                view the failure to disclose that information as having 
                significantly altered the total mix of information made 
                available to the investor.''.
    (b) Securities Exchange Act of 1934.--Section 3(f) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(f)) is amended--
            (1) in the subsection heading, by inserting ``; Limitation 
        on Disclosure Requirements'' after ``Formation'';
            (2) by striking ``Whenever'' and inserting the following:
            ``(1) In general.--Whenever''; and
            (3) by adding at the end the following:
            ``(2) Limitation.--
                    ``(A) In general.--Whenever pursuant to this title 
                the Commission is engaged in rulemaking regarding 
                disclosure obligations of issuers, the Commission may 
                impose a disclosure requirement on an issuer only if 
                the Commission expressly determines that there is a 
                substantial likelihood that a reasonable investor of 
                the issuer would consider the information disclosed to 
                the Commission under the requirement to be important 
                with respect to an investment decision regarding the 
                issuer.
                    ``(B) Applicability.--Subparagraph (A) shall not 
                apply with respect to the removal of any disclosure 
                requirement with respect to an issuer.
                    ``(C) Rule of construction.--For the purposes of 
                this paragraph, information is important with respect 
                to an investment decision made by an investor if there 
                is a substantial likelihood that the investor would 
                view the failure to disclose that information as having 
                significantly altered the total mix of information made 
                available to the investor.''.
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