118 S3030 IS: Encouraging Public Offerings Act of 2023 U.S. Senate 2023-10-04 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.

II118th CONGRESS1st SessionS. 3030IN THE SENATE OF THE UNITED STATESOctober 4, 2023Mr. Budd (for himself, Mr. Warnock, Mr. Tillis, and Mr. Van Hollen) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban AffairsA BILLTo 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)

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.; 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)

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..