[Congressional Record Volume 168, Number 158 (Thursday, September 29, 2022)]
[Senate]
[Page S5599]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]
SA 6067. Mr. CRAMER submitted an amendment intended to be proposed to
amendment SA 5499 submitted by Mr. Reed (for himself and Mr. Inhofe)
and intended to be proposed to the bill H.R. 7900, to authorize
appropriations for fiscal year 2023 for military activities of the
Department of Defense, for military construction, and for defense
activities of the Department of Energy, to prescribe military personnel
strengths for such fiscal year, and for other purposes; which was
ordered to lie on the table; as follows:
At the appropriate place, insert the following:
TITLE _____--UNLOCKING CAPITAL FOR SMALL BUSINESSES
SEC. ___01. SHORT TITLE.
This title may be cited as the ``Unlocking Capital for
Small Businesses Act of 2022''.
SEC. ___02. SAFE HARBORS FOR PRIVATE PLACEMENT BROKERS AND
FINDERS.
(a) In General.--Section 15 of the Securities Exchange Act
of 1934 (15 U.S.C. 78o) is amended by adding at the end the
following:
``(p) Private Placement Broker Safe Harbor.--
``(1) Registration requirements.--Not later than 270 days
after the date of the enactment of this subsection the
Commission shall promulgate regulations with respect to
private placement brokers that are no more stringent than
those imposed on funding portals. Not later than 270 days
after the publication of the proposed regulations in the
Federal Register, the Commission shall promulgate final
rules.
``(2) National securities associations.--Not later than 270
days after the date of the enactment of this subsection the
Commission shall promulgate regulations that require the
rules of any national securities association to allow a
private placement broker to become a member of such national
securities association subject to reduced membership
requirements consistent with this subsection. Not later than
270 days after the publication of the proposed regulations in
the Federal Register, the Commission shall promulgate final
rules.
``(3) Disclosures required.--Before the consummation of a
transaction effecting a private placement, a private
placement broker shall disclose clearly and conspicuously, in
writing, to all parties to the transaction as a result of the
broker's activities--
``(A) that the broker is acting as a private placement
broker;
``(B) the amount of any compensation or anticipated
compensation for services rendered as a private placement
broker in connection with such transaction;
``(C) the person to whom any such compensation is made; and
``(D) any beneficial interest in the issuer, direct or
indirect, of the private placement broker, of a member of the
immediate family of the private placement broker, of an
associated person of the private placement broker, or of a
member of the immediate family of such associated person.
``(4) Private placement broker defined.--In this
subsection, the term `private placement broker' means a
person that--
``(A) receives transaction-based compensation--
``(i) for effecting a transaction by--
``(I) introducing an issuer of securities and a buyer of
such securities in connection with the sale of a business
effected as the sale of securities; or
``(II) introducing an issuer of securities and a buyer of
such securities in connection with the placement of
securities in transactions that are exempt from registration
requirements under the Securities Act of 1933; and
``(ii) that is not with respect to--
``(I) a class of publicly traded securities;
``(II) the securities of an investment company (as defined
in section 3 of the Investment Company Act of 1940); or
``(III) a variable or equity-indexed annuity or other
variable or equity-indexed life insurance product;
``(B) with respect to a transaction for which such
transaction-based compensation is received--
``(i) does not handle or take possession of the funds or
securities; and
``(ii) does not engage in an activity that requires
registration as an investment adviser under State or Federal
law; and
``(C) is not a finder as defined under subsection (q).
``(q) Finder Safe Harbor.--
``(1) Nonregistration.--A finder is exempt from the
registration requirements of this Act.
``(2) National securities associations.--A finder shall not
be required to become a member of any national securities
association.
``(3) Finder defined.--In this subsection, the term
`finder' means a person described in paragraphs (A) and (B)
of subsection (p)(4) that--
``(A) receives transaction-based compensation of equal to
or less than $500,000 in any calendar year;
``(B) receives transaction-based compensation in connection
with transactions that result in a single issuer selling
securities valued at equal to or less than $15,000,000 in any
calendar year;
``(C) receives transaction-based compensation in connection
with transactions that result in any combination of issuers
selling securities valued at equal to or less than
$30,000,000 in any calendar year; or
``(D) receives transaction-based compensation in connection
with fewer than 16 transactions that are not part of the same
offering or are otherwise unrelated in any calendar year.
``(4) Adjustment for inflation.--The amounts described in
paragraph (3) shall be increased each year by an amount equal
to the percentage increase, if any, in the Consumer Price
Index, as determined by the Department of Labor or its
successor.''.
(b) Validity of Contracts With Registered Private Placement
Brokers and Finders.--Section 29 of the Securities Exchange
Act (15 U.S.C. 78cc) is amended by adding at the end the
following:
``(d) Subsection (b) shall not apply to a contract made for
a transaction if--
``(1) the transaction is one in which the issuer engaged
the services of a broker or dealer that is not registered
under this Act with respect to such transaction;
``(2) such issuer received a self-certification from such
broker or dealer certifying that such broker or dealer is a
registered private placement broker under section 15(p) or a
finder under section 15(q); and
``(3) the issuer either did not know that such self-
certification was false or did not have a reasonable basis to
believe that such self-certification was false.''.
(c) Removal of Private Placement Brokers From Definitions
of Broker.--
(1) Records and reports on monetary instruments
transactions.--Section 5312 of title 31, United States Code,
is amended in subsection (a)(2)(G) by inserting ``with the
exception of a private placement broker as defined in section
15(p)(4) of the Securities Exchange Act of 1934 (15 U.S.C.
78o(p)(4))'' before the semicolon at the end.
(2) Securities exchange act of 1934.--Section 3(a)(4) of
the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4)) is
amended by adding at the end the following:
``(G) Private placement brokers.--A private placement
broker as defined in section 15(p)(4) is not a broker for the
purposes of this Act.''.
SEC. ___03. LIMITATIONS ON STATE LAW.
Section 15(i) of the Securities Exchange Act of 1934 (15
U.S.C. 78o(i)) is amended--
(1) by redesignating paragraph (3) as paragraph (4); and
(2) by inserting after paragraph (2) the following:
``(3) Private placement brokers and finders.--
``(A) In general.--No State or political subdivision
thereof may enforce any law, rule, regulation, or other
administrative action that imposes greater registration,
audit, financial recordkeeping, or reporting requirements on
a private placement broker or finder than those that are
required under subsections (p) and (q), respectively.
``(B) Definition of state.--For purposes of this paragraph,
the term `State' includes the District of Columbia and each
territory of the United States.''.
______