[Congressional Record Volume 164, Number 40 (Wednesday, March 7, 2018)]
[Senate]
[Pages S1470-S1471]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]

  SA 2091. Mr. TILLIS submitted an amendment intended to be proposed by 
him to the bill S. 2155, to promote economic growth, provide tailored 
regulatory relief, and enhance consumer protections, and for other 
purposes; which was ordered to lie on the table; as follows:

       At the appropriate place, insert the following:

     SEC. ___. 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)--
       (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 issue 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 issue 
     a report to the Congress containing a list of the findings 
     supporting the basis of such rulemaking.''; and
       (2) in section 6(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 under section 230.433(h)(4) 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 the effective date of its initial public offering 
     or its registration of a security under section 12(b) of the 
     Securities Exchange Act of 1934, 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 the time 
     the issuer makes a request for acceleration of the effective 
     date.
       ``(3) Additional requirements.--
       ``(A) In general.--The Commission may issue 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.

[[Page S1471]]

       ``(B) Report to congress.--Prior to any rulemaking 
     described under subparagraph (A), the Commission shall issue 
     a report to the Congress containing a list of the findings 
     supporting the basis of such rulemaking.''.
                                 ______