[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2793 Referred in Senate (RFS)]

<DOC>
118th CONGRESS
  1st Session
                                H. R. 2793


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                              June 6, 2023

Received; read twice and referred to the Committee on Banking, Housing, 
                           and Urban Affairs

_______________________________________________________________________

                                 AN ACT


 
   To amend the Securities Act of 1933 to expand the ability to use 
testing the waters and confidential draft registration submissions, 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 ``Encouraging Public Offerings Act of 
2023''.

SEC. 2. EXPANDING TESTING THE WATERS.

    Section 5(d) of the Securities Act of 1933 (15 U.S.C. 77e(d)) is 
amended--
            (1) by striking ``Notwithstanding'' and inserting the 
        following:
            ``(1) In general.--Notwithstanding'';
            (2) by striking ``an emerging growth company or any person 
        authorized to act on behalf of an emerging growth company'' and 
        inserting ``an issuer or any person authorized to act on behalf 
        of an issuer''; and
            (3) by adding at the end the following:
            ``(2) Additional requirements.--
                    ``(A) In general.--The Commission may promulgate 
                regulations, subject to public notice and comment, to 
                impose such other terms, conditions, or requirements on 
                the engaging in oral or written communications 
                described under paragraph (1) by an issuer other than 
                an emerging growth company as the Commission determines 
                appropriate.
                    ``(B) Report to congress.--Prior to any rulemaking 
                described under subparagraph (A), the Commission shall 
                submit to Congress a report containing a list of the 
                findings supporting the basis of the rulemaking.''.

SEC. 3. CONFIDENTIAL REVIEW OF DRAFT REGISTRATION STATEMENTS.

    Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is 
amended--
            (1) in the heading, by striking ``Emerging Growth 
        Companies'' and inserting ``Confidential Review of Draft 
        Registration Statements'';
            (2) by redesignating paragraph (2) as paragraph (4); and
            (3) by striking paragraph (1) and inserting the following:
            ``(1) In general.--Any issuer may, with respect to an 
        initial public offering, initial registration of a security of 
        the issuer under section 12(b) of the Securities Exchange Act 
        of 1934 (15 U.S.C. 78l(b)), or follow-on offering, 
        confidentially submit to the Commission a draft registration 
        statement, for confidential nonpublic review by the staff of 
        the Commission prior to public filing, provided that the 
        initial confidential submission and all amendments thereto 
        shall be publicly filed with the Commission not later than--
                    ``(A) in the case of an initial public offering, 10 
                days before the effective date of such registration 
                statement;
                    ``(B) in the case of an initial registration of a 
                security of the issuer under such section 12(b), 10 
                days before listing on an exchange; or
                    ``(C) in the case of a follow-on offering, 48 hours 
                before the effective date of such registration 
                statement.
            ``(2) Follow-on offering defined.--In this subsection, the 
        term `follow-on offering' means an offering by an issuer during 
        the 12-month period beginning on the effective date of the 
        initial public offering of the issuer or the initial 
        registration of a security of the issuer under section 12(b) of 
        the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)).
            ``(3) Additional requirements.--
                    ``(A) In general.--The Commission may promulgate 
                regulations, subject to public notice and comment, to 
                impose such other terms, conditions, or requirements on 
                the submission of draft registration statements 
                described under this subsection by an issuer other than 
                an emerging growth company as the Commission determines 
                appropriate.
                    ``(B) Report to congress.--Prior to any rulemaking 
                described under subparagraph (A), the Commission shall 
                submit to Congress a report containing a list of the 
                findings supporting the basis of the rulemaking.''.

            Passed the House of Representatives June 5, 2023.

            Attest:

                                             CHERYL L. JOHNSON,

                                                                 Clerk.