summary
Introduced
04/27/2017
04/27/2017
In Committee
10/12/2017
10/12/2017
Crossed Over
11/13/2017
11/13/2017
Passed
Dead
12/31/2018
12/31/2018
Introduced Session
115th Congress
Bill Summary
Micro Offering Safe Harbor Act (Sec. 2) This bill amends the Securities Act of 1933 to exempt certain micro-offerings from: (1) state regulation of securities offerings, and (2) federal prohibitions related to interstate solicitation. The exempted micro-offerings must meet all of the following requirements: the purchaser has a substantive pre-existing relationship with the issuer, during the 12-month period preceding the transaction there are no more than 35 purchasers relying on the exemption, and the amount of all securities sold by the issuer (including any amount sold in reliance upon the exemption) during the 12-month period preceding the transaction does not exceed $500,000. A transaction shall not qualify for the exemption if the issuer or one of certain related persons triggers a "bad actor" disqualification under specified regulations due to a relevant criminal conviction, court or regulatory order, or other disciplinary event.
AI Summary
This bill amends the Securities Act of 1933 to create a "micro-offering" exemption from federal and state securities registration requirements. The key provisions are:
1) The micro-offering exemption applies to transactions where: (A) each purchaser has a pre-existing relationship with the issuer, (B) there are 35 or fewer purchasers in the preceding 12-month period, and (C) the total amount sold by the issuer in the preceding 12-month period does not exceed $500,000.
2) The exemption is not available if the issuer or certain affiliated persons have experienced certain "bad actor" disqualifying events, such as criminal convictions or regulatory orders.
3) The amendment also exempts micro-offerings from state securities regulation under the Securities Act of 1933.
The purpose of this bill is to provide a safe harbor for small, private offerings that have limited participation and total proceeds, while still providing some investor protection by requiring a pre-existing relationship between the issuer and purchasers and excluding "bad actors."
Committee Categories
Business and Industry, Housing and Urban Affairs
Sponsors (6)
Tom Emmer (R)*,
Thomas MacArthur (R),
Luke Messer (R),
Robert Pittenger (R),
Steve Stivers (R),
Scott Tipton (R),
Last Action
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. (on 11/13/2017)
Official Document
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