[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 1553 Introduced in House (IH)]
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118th CONGRESS
1st Session
H. R. 1553
To require the Securities and Exchange Commission to revise rules
relating to general solicitation or general advertising to allow for
presentations or other communication made by or on behalf of an issuer
at certain events, and for other purposes.
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IN THE HOUSE OF REPRESENTATIVES
March 10, 2023
Mr. Lawler (for himself and Mr. Gottheimer) introduced the following
bill; which was referred to the Committee on Financial Services
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A BILL
To require the Securities and Exchange Commission to revise rules
relating to general solicitation or general advertising to allow for
presentations or other communication made by or on behalf of an issuer
at certain events, 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 ``Helping Angels Lead Our Startups Act
of 2023'' or the ``HALOS Act of 2023''.
SEC. 2. CLARIFICATION OF GENERAL SOLICITATION.
(a) Definitions.--For purposes of this Act and the revision of
rules required under this Act:
(1) Angel investor group.--The term ``angel investor
group'' means any group that--
(A) is composed of accredited investors interested
in investing personal capital in early-stage companies;
(B) 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
(C) is neither associated nor affiliated with
brokers, dealers, or investment advisers.
(2) Issuer.--The term ``issuer'' means an issuer that is a
business, is not in bankruptcy or receivership, is not an
investment company, and is not a blank check, blind pool, or
shell company.
(b) 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, the
District of Columbia, any State, a political
subdivision of any State or territory, or 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 reasonable administrative fees;
(D) does not receive any compensation for making
introductions between investors attending the event and
issuers, or for investment negotiations between such
parties;
(E) makes readily available to attendees a
disclosure not longer than one page in length, as
prescribed by the Securities and Exchange Commission,
describing the nature of the event and the risks of
investing in the issuers presenting at the event; and
(F) 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.
(c) Rule of Construction.--Subsection (b) 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.
(d) No Pre-Existing Substantive Relationship by Reason of Event.--
Attendance at an event described under subsection (b) shall not
qualify, by itself, as establishing a pre-existing substantive
relationship between an issuer and a purchaser, for purposes of Rule
506(b).
SEC. 3. RESTRICTIONS ON NEW FILING REQUIREMENTS IN CONNECTION WITH A
GENERAL SOLICITATION.
With respect to any offer or sale of a security under Regulation D
(17 CFR 230.500 et seq.) that is exempt from the prohibition against
general solicitation or general advertising contained in section
230.502(c) of title 17, Code of Federal Regulations, the Securities and
Exchange Commission may not issue any rule that would apply additional
filing requirements (including requirements to file information with
the Commission before or after a general solicitation or general
advertising) to a general solicitation or general advertising of such a
security that were not in effect on the date of enactment of this Act.
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