[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.''.
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