118 HR 2793 RH: Encouraging Public Offerings Act of 2023
U.S. House of Representatives
2023-06-05
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Union Calendar No. 67
118th CONGRESS
1st Session
H. R. 2793
[Report No. 118–90]
IN THE HOUSE OF REPRESENTATIVES
April 20, 2023
Mrs. Wagner (for herself and Mr. Meeks) introduced the following bill; which was referred to the Committee on Financial Services
June 5, 2023
Additional sponsors: Mr. Nickel, Mr. Torres of New York, and Mr. Lawler
June 5, 2023
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed
Strike out all after the enacting clause and insert the part printed in italic
For text of introduced bill, see copy of bill as introduced on April 20, 2023
A BILL
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.
1.

Short title
This Act may be cited as the “Encouraging Public Offerings Act of 2023”.
2.

Expanding testing the waters and confidential submissions
The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended—
(1)
in section 5(d) (15 U.S.C. 77e(d))—
(A)
by striking “Notwithstanding” and inserting the following:
“(1)

In general
Notwithstanding”;
(B)
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
(C)
by adding at the end the following:
“(2)

Additional requirements
(A)

Regulations
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.”; and
(2)
in section 6(e) (15 U.S.C. 77f(e))—
(A)
in the heading, by striking “Emerging growth companies” and inserting “Draft registration statements”;
(B)
by redesignating paragraph (2) as paragraph (4); and
(C)
by striking paragraph (1) and inserting the following:
“(1)

Prior to initial public offering
Any issuer, prior to its initial public offering date, may 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 15 days before the date on which the issuer conducts a road show, as defined in section 230.433(h) of title 17, Code of Federal Regulations, or, in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement.
(2)

Within 1 year after initial public offering or exchange registration
Any issuer, within the 1-year period following its initial public offering or its registration of a security under section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), may 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 15 days before the date on which the issuer conducts a road show, as defined in section 230.433(h) of title 17, Code of Federal Regulations, or, in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement.
(3)

Additional requirements
(A)

Regulations
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.”.
June 5, 2023
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed