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US HR1839
US HR1839Reforming Access for Investments in Startup Enterprises Act of 2015 or the RAISE Act of 2015
summary
Introduced
04/16/2015
04/16/2015
In Committee
07/29/2015
07/29/2015
Crossed Over
10/07/2015
10/07/2015
Passed
Dead
01/03/2017
01/03/2017
Introduced Session
114th Congress
Bill Summary
Reforming Access for Investments in Startup Enterprises Act of 2015 or the RAISE Act of 2015 (Sec. 2) The Securities Act of 1933 is amended to exempt from security registration requirements, and related prohibitions against using interstate commerce and the mails for the sale or delivery of securities after sale, any transaction where: each purchaser is an accredited investor; neither the seller, nor any person acting on the seller's behalf, offers or sells securities by general solicitation or advertising; the seller and prospective purchaser obtain from an issuer meeting certain criteria reasonably current specified information; the transaction is not for the sale of a security whose seller is neither an issuer nor a subsidiary of the issuer; neither the seller, nor any person receiving remuneration for participating in the offer or sale of the securities, is subject to certain legal disqualification (bad actor); the issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not a blank check, blind pool, or shell company with no specific business plan or purpose or has indicated that the issuer's primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person; the transaction does not involve a security that constitutes the whole or part of an unsold allotment to, or a subscription or participation by, a broker or dealer as an underwriter of the security or a redistribution; and the transaction does involve a security of a class authorized and outstanding for at least 90 days before the transaction. Securities acquired in such exempt transactions shall be deemed to: (1) have been acquired in a transaction not involving any public offering, (2) not be a distribution involving an underwriter, and (2) be restricted securities not subject to certain transaction requirements. All transactions under this Act shall be exempt from state regulation of securities offerings.
AI Summary
This bill, the Reforming Access for Investments in Startup Enterprises Act of 2015 or RAISE Act of 2015, amends the Securities Act of 1933 to create a new exemption from the requirement to register securities offerings with the government. This exemption applies to transactions where all purchasers are "accredited investors" (individuals or entities meeting certain income or net worth thresholds, or other qualifications defined by the Securities and Exchange Commission, or SEC), and where the seller does not use general solicitation or advertising to offer or sell the securities. The bill also requires that the seller and prospective purchaser obtain reasonably current information about the issuer, and it prohibits the exemption for sales of securities by entities that are not the issuer or a subsidiary, or if the seller or anyone receiving payment for the sale is a "bad actor" (meaning they have certain legal disqualifications). Furthermore, the issuer must be an active business, not in bankruptcy or a shell company with no clear business plan, and the securities must be from a class that has been authorized and outstanding for at least 90 days. Securities purchased under this exemption are considered "restricted securities," meaning they cannot be freely resold to the public without further registration or exemption, and these transactions are also exempt from state-level securities regulations.
Committee Categories
Business and Industry, Housing and Urban Affairs
Sponsors (2)
Last Action
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. (on 10/07/2015)
Official Document
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