Top Summary
This bill amends Section 5(d) of the Securities Act of 1933 to expand the scope of "testing the waters" provisions from emerging growth companies to all issuers, requiring the SEC to promulgate regulations (after public notice and comment) for non-emerging growth companies engaging in oral or written communications about potential offerings, while mandating the SEC to submit a report to Congress detailing the findings that justify any such rulemaking.
Original Bill Text:
SEC. 2.Expanding testing the waters.
Section 5(d) of the Securities Act of 1933 (15 U.S.C. 77e(d)) is amended—
(1) by striking “Notwithstanding” and inserting the following:
“(1) IN GENERAL.—Notwithstanding”;
(2) by striking “an emerging growth company or any person authorized to act on behalf of an emerging growth company” and inserting “an issuer or any person authorized to act on behalf of an issuer”; and
(3) by adding at the end the following:
“(2) ADDITIONAL REQUIREMENTS.—
“(A) IN GENERAL.—The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the engaging in oral or written communications described under paragraph (1) by an issuer other than an emerging growth company as the Commission determines appropriate.
“(B) REPORT TO CONGRESS.—Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.”.