[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 2005 Introduced in Senate (IS)]

<DOC>






118th CONGRESS
  1st Session
                                S. 2005

    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 voting or investment decisions regarding those 
                    issuers, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             June 15, 2023

   Mr. Rounds (for himself, Mr. Tillis, Ms. Lummis, Mr. Hagerty, Mr. 
  Daines, Mr. Cramer, Mrs. Britt, Mr. Sullivan, Mr. Grassley, and Mr. 
   Boozman) 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 voting or investment decisions regarding 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 2023''.

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 shall 
                expressly provide that an issuer is only required to 
                disclose information in response to such an obligation 
                adopted by the Commission if the issuer has determined 
                that such information is important with respect to a 
                voting or 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 or the 
                modification of any disclosure requirement with respect 
                to an issuer, if the Commission expressly determines 
                that the removal or modification does not require 
                disclosures that are, in the aggregate, more burdensome 
                to the issuer than the existing disclosure requirement.
                    ``(C) Rule of construction.--For the purposes of 
                this paragraph, information is considered to be 
                important with respect to a voting or investment 
                decision regarding an issuer if there is a substantial 
                likelihood that a reasonable 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 shall 
                expressly provide that an issuer is only required to 
                disclose information in response to such an obligation 
                adopted by the Commission if the issuer has determined 
                that such information is important with respect to a 
                voting or 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 or the 
                modification of any disclosure requirement with respect 
                to an issuer, if the Commission expressly determines 
                that the removal or modification does not require 
                disclosures that are, in the aggregate, more burdensome 
                to the issuer than the existing disclosure requirement.
                    ``(C) Rule of construction.--For the purposes of 
                this paragraph, information is considered to be 
                important with respect to a voting or investment 
                decision regarding an issuer if there is a substantial 
                likelihood that a reasonable investor would view the 
                failure to disclose that information as having 
                significantly altered the total mix of information made 
                available to the investor.''.
                                 <all>