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US HR1659

US HR1659
Improving Access to Capital for Emerging Growth Companies Act


summary

Introduced
03/26/2015
In Committee
03/26/2015
Crossed Over
Passed
Dead
01/03/2017

Introduced Session

114th Congress

Bill Summary

Improving Access to Capital for Emerging Growth Companies Act Amends the Securities Act of 1933 (Act) to reduce from 21 to 15 the number of days before a "road show" that an emerging growth company (EGC), before its initial public offering (IPO) date, may publicly file a draft registration statement for confidential nonpublic review by Securities and Exchange Commission (SEC) staff. (A financial "road show" is an offer [other than a statutory prospectus or a portion of one] that contains a presentation regarding an offering by one or more members of the issuer's management and includes discussion of one or more of the issuer, such management, and the securities being offered. Typically, a road show is a series of meetings across different cities, often before an IPO, in which top executives from a company have the opportunity to talk with current or potential investors.) Prescribes a grace period during which an issuer that was an EGC at the time it filed a confidential registration statement for confidential SEC review, but is no longer one, shall continue to be treated as one. Authorizes an EGC, within one year of its IPO, to submit confidentially to the SEC a draft registration statement for any securities to be issued subsequent to its IPO (follow-on offerings) for confidential nonpublic review by SEC staff before publicly filing a registration statement, if the initial confidential submission, including amendments, is publicly filed with the SEC within two days before it issues those follow-on offerings. Amends the Jumpstart Our Business Startups Act to direct the SEC to revise its general instructions on Form S-1 to prescribe conditions under which a registration statement that is filed by an issuer (or submitted for confidential review) before its IPO may omit financial disclosure information for historical periods otherwise required.

AI Summary

This bill, the Improving Access to Capital for Emerging Growth Companies Act, aims to make it easier for emerging growth companies (EGCs), which are smaller companies with a recent initial public offering (IPO), to raise capital by amending the Securities Act of 1933 and the Jumpstart Our Business Startups Act. Key provisions include reducing the waiting period from 21 to 15 days between when an EGC publicly files a draft registration statement for confidential review by the Securities and Exchange Commission (SEC) staff and when they can conduct a "road show," which is a series of investor meetings. The bill also establishes a grace period, ensuring that a company that was an EGC when it filed confidentially will continue to be treated as one even if it no longer meets the EGC criteria before its IPO. Furthermore, EGCs will be allowed to confidentially submit draft registration statements for subsequent stock offerings (follow-on offerings) within one year of their IPO, provided these are publicly filed two days before the securities are issued. Finally, the bill directs the SEC to revise its instructions for Form S-1, a registration statement form, to allow EGCs to omit certain historical financial information before their IPO, as long as it's included before the preliminary prospectus is distributed and the company reasonably believes it won't be required at the time of the offering.

Committee Categories

Business and Industry

Sponsors (2)

Last Action

Referred to the House Committee on Financial Services. (on 03/26/2015)

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