Us Congress 2023-2024 Regular Session

Us Congress House Bill HB1553 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	IB
2		-	Union Calendar No. 250
	1	+	I
3	2		118THCONGRESS
4	3		1
5	4		STSESSION H. R. 1553
6		-	[Report No. 118–310]
7	5		To require the Securities and Exchange Commission to revise rules relating
8	6		to general solicitation or general advertising to allow for presentations
9	7		or other communication made by or on behalf of an issuer at certain
10	8		events, and for other purposes.
11	9		IN THE HOUSE OF REPRESENTATIVES
12	10		MARCH10, 2023
13	11		Mr. L
14	12		AWLER(for himself and Mr. GOTTHEIMER) introduced the following bill;
15	13		which was referred to the Committee on Financial Services
16		-	D
17		-	ECEMBER12, 2023
18		-	Additional sponsor: Mr. N
19		-	ICKEL
20		-	D
21		-	ECEMBER12, 2023
22		-	Reported with an amendment, committed to the Committee of the Whole
23		-	House on the State of the Union, and ordered to be printed
24		-	[Strike out all after the enacting clause and insert the part printed in italic]
25		-	[For text of introduced bill, see copy of bill as introduced on March 10, 2023]
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27		-	•HR 1553 RH
28	14		A BILL
29	15		To require the Securities and Exchange Commission to revise
30	16		rules relating to general solicitation or general adver-
31	17		tising to allow for presentations or other communication
32	18		made by or on behalf of an issuer at certain events,
33	19		and for other purposes.
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35		-	•HR 1553 RH
36	20		Be it enacted by the Senate and House of Representa-1
37	21		tives of the United States of America in Congress assembled, 2
38	22		SECTION 1. SHORT TITLE. 3
39	23		This Act may be cited as the ‘‘Helping Angels Lead 4
40	24		Our Startups Act of 2023’’ or the ‘‘HALOS Act of 2023’’. 5
41		-	SEC. 2. CLARIFICATION OF GENERAL SOLICITATION. 6
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	28	+	SEC. 2. CLARIFICATION OF GENERAL SOLICITATION. 1
42	29		(a) D
43		-	EFINITIONS.—For purposes of this Act and the 7
44		-	revision of rules required under this Act: 8
	30	+	EFINITIONS.—For purposes of this Act and the 2
	31	+	revision of rules required under this Act: 3
45	32		(1) A
46		-	NGEL INVESTOR GROUP .—The term ~~‘‘angel 9~~
47		-	investor group’’ means any group that— 10
48		-	(A) is composed of accredited investors in-11
49		-	terested in investing personal capital in early- 12
50		-	stage companies; 13
51		-	(B) holds regular meetings and has defined 14
52		-	processes and procedures for making ~~investment 15~~
53		-	decisions, either individually or among the ~~mem-16~~
54		-	~~bership~~ of the group as a whole; and 17
55		-	(C) is neither associated nor affiliated with 18
56		-	brokers, dealers, or investment advisers. 19
	33	+	NGEL INVESTOR GROUP .—The term 4
	34	+	‘‘angel investor group’’ means any group that— 5
	35	+	(A) is composed of accredited investors in-6
	36	+	terested in investing personal capital in early- 7
	37	+	stage companies; 8
	38	+	(B) holds regular meetings and has defined 9
	39	+	processes and procedures for making invest-10
	40	+	ment decisions, either individually or among the 11
	41	+	membership of the group as a whole; and 12
	42	+	(C) is neither associated nor affiliated with 13
	43	+	brokers, dealers, or investment advisers. 14
57	44		(2) I
58		-	SSUER.—The term ‘‘issuer’’ means an ~~issuer 20~~
59		-	that is a business, is not in bankruptcy or ~~receiver-21~~
60		-	~~ship~~, is not an investment company, and is not ~~a 22~~
61		-	blank check, blind pool, or shell company. 23
	45	+	SSUER.—The term ‘‘issuer’’ means an 15
	46	+	issuer that is a business, is not in bankruptcy or re-16
	47	+	ceivership, is not an investment company, and is not 17
	48	+	a blank check, blind pool, or shell company. 18
62	49		(b) I
63		-	NGENERAL.—Not later than 6 months after the 24
64		-	date of enactment of this Act, the Securities and Exchange 25
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66		-	•HR 1553 RH
67		-	Commission shall revise Regulation D (17 CFR 230.500 et 1
68		-	seq.) to require that in carrying out the prohibition against 2
69		-	general solicitation or general advertising contained in sec-3
70		-	tion 230.502(c) of title 17, Code of Federal Regulations, the 4
71		-	prohibition shall not apply to a presentation or other com-5
72		-	munication made by or on behalf of an issuer which is 6
73		-	made at an event— 7
74		-	(1) sponsored by— 8
75		-	(A) the United States or any territory 9
76		-	thereof, the District of Columbia, any State, a 10
77		-	political subdivision of any State or territory, or 11
78		-	any agency or public instrumentality of any of 12
79		-	the foregoing; 13
80		-	(B) a college, university, or other institu-14
81		-	tion of higher education; 15
82		-	(C) a nonprofit organization; 16
83		-	(D) an angel investor group; 17
84		-	(E) a venture forum, venture capital asso-18
85		-	ciation, or trade association; or 19
86		-	(F) any other group, person, or entity as 20
87		-	the Securities and Exchange Commission may 21
88		-	determine by rule; 22
89		-	(2) where any advertising for the event does not 23
90		-	reference any specific offering of securities by the 24
91		-	issuer; 25
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93		-	•HR 1553 RH
94		-	(3) the sponsor of which— 1
95		-	(A) does not make investment recommenda-2
96		-	tions or provide investment advice to event 3
97		-	attendees; 4
98		-	(B) does not engage in an active role in any 5
99		-	investment negotiations between the issuer and 6
100		-	investors attending the event; 7
101		-	(C) does not charge event attendees any fees 8
102		-	other than reasonable administrative fees; 9
103		-	(D) does not receive any compensation for 10
104		-	making introductions between investors attend-11
105		-	ing the event and issuers, or for investment nego-12
106		-	tiations between such parties; 13
107		-	(E) makes readily available to attendees a 14
108		-	disclosure not longer than one page in length, as 15
109		-	prescribed by the Securities and Exchange Com-16
110		-	mission, describing the nature of the event and 17
111		-	the risks of investing in the issuers presenting at 18
112		-	the event; and 19
113		-	(F) does not receive any compensation with 20
114		-	respect to such event that would require registra-21
115		-	tion of the sponsor as a broker or a dealer under 22
116		-	the Securities Exchange Act of 1934, or as an in-23
117		-	vestment advisor under the Investment Advisers 24
118		-	Act of 1940; and 25
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120		-	•HR 1553 RH
121		-	(4) where no specific information regarding an 1
122		-	offering of securities by the issuer is communicated or 2
123		-	distributed by or on behalf of the issuer, other than— 3
124		-	(A) that the issuer is in the process of offer-4
125		-	ing securities or planning to offer securities; 5
126		-	(B) the type and amount of securities being 6
127		-	offered; 7
128		-	(C) the amount of securities being offered 8
129		-	that have already been subscribed for; and 9
130		-	(D) the intended use of proceeds of the offer-10
131		-	ing. 11
	50	+	NGENERAL.—Not later than 6 months after the 19
	51	+	date of enactment of this Act, the Securities and Ex-20
	52	+	change Commission shall revise Regulation D of its rules 21
	53	+	(17 CFR 230.500 et seq.) to require that in carrying out 22
	54	+	the prohibition against general solicitation or general ad-23
	55	+	vertising contained in section 230.502(c) of title 17, Code 24
	56	+	of Federal Regulations, the prohibition shall not apply to 25
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	60	+	a presentation or other communication made by or on be-1
	61	+	half of an issuer which is made at an event— 2
	62	+	(1) sponsored by— 3
	63	+	(A) the United States or any territory 4
	64	+	thereof, the District of Columbia, any State, a 5
	65	+	political subdivision of any State or territory, or 6
	66	+	any agency or public instrumentality of any of 7
	67	+	the foregoing; 8
	68	+	(B) a college, university, or other institu-9
	69	+	tion of higher education; 10
	70	+	(C) a nonprofit organization; 11
	71	+	(D) an angel investor group; 12
	72	+	(E) a venture forum, venture capital asso-13
	73	+	ciation, or trade association; or 14
	74	+	(F) any other group, person, or entity as 15
	75	+	the Securities and Exchange Commission may 16
	76	+	determine by rule; 17
	77	+	(2) where any advertising for the event does not 18
	78	+	reference any specific offering of securities by the 19
	79	+	issuer; 20
	80	+	(3) the sponsor of which— 21
	81	+	(A) does not make investment rec-22
	82	+	ommendations or provide investment advice to 23
	83	+	event attendees; 24
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	87	+	(B) does not engage in an active role in 1
	88	+	any investment negotiations between the issuer 2
	89	+	and investors attending the event; 3
	90	+	(C) does not charge event attendees any 4
	91	+	fees other than reasonable administrative fees; 5
	92	+	(D) does not receive any compensation for 6
	93	+	making introductions between investors attend-7
	94	+	ing the event and issuers, or for investment ne-8
	95	+	gotiations between such parties; 9
	96	+	(E) makes readily available to attendees a 10
	97	+	disclosure not longer than one page in length, 11
	98	+	as prescribed by the Securities and Exchange 12
	99	+	Commission, describing the nature of the event 13
	100	+	and the risks of investing in the issuers pre-14
	101	+	senting at the event; and 15
	102	+	(F) does not receive any compensation 16
	103	+	with respect to such event that would require 17
	104	+	registration of the sponsor as a broker or a 18
	105	+	dealer under the Securities Exchange Act of 19
	106	+	1934, or as an investment advisor under the In-20
	107	+	vestment Advisers Act of 1940; and 21
	108	+	(4) where no specific information regarding an 22
	109	+	offering of securities by the issuer is communicated 23
	110	+	or distributed by or on behalf of the issuer, other 24
	111	+	than— 25
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	115	+	(A) that the issuer is in the process of of-1
	116	+	fering securities or planning to offer securities; 2
	117	+	(B) the type and amount of securities 3
	118	+	being offered; 4
	119	+	(C) the amount of securities being offered 5
	120	+	that have already been subscribed for; and 6
	121	+	(D) the intended use of proceeds of the of-7
	122	+	fering. 8
132	123		(c) R
133		-	ULE OFCONSTRUCTION.—Subsection (b) may 12
134		-	only be construed as requiring the Securities and ~~Exchange 13~~
135		-	Commission to amend the requirements of ~~Regulation D 14~~
136		-	with respect to presentations and communications, ~~and not 15~~
137		-	with respect to purchases or sales. 16
	124	+	ULE OFCONSTRUCTION.—Subsection (b) may 9
	125	+	only be construed as requiring the Securities and Ex-10
	126	+	change Commission to amend the requirements of Regula-11
	127	+	tion D with respect to presentations and communications, 12
	128	+	and not with respect to purchases or sales. 13
138	129		(d) N
139		-	OPRE-EXISTINGSUBSTANTIVERELATIONSHIP 17
140		-	BYREASON OFEVENT.—Attendance at an event described 18
141		-	under subsection (b) shall not qualify, by itself, as estab-19
142		-	lishing a pre-existing substantive relationship between an 20
143		-	issuer and a purchaser, for purposes of Rule 506(b). 21
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145		-	250
146		-	118
147		-	TH
148		-	CONGRESS
149		-	1
150		-	ST
151		-	S
152		-	ESSION
153		-
154		-	H. R. 1553
155		-	[Report No. 118–310]
156		-	A BILL
157		-	To require the Securities and Exchange Commis-
158		-	sion to revise rules relating to general solicitation
159		-	or general advertising to allow for presentations
160		-	or other communication made by or on behalf of
161		-	an issuer at certain events, and for other pur-
162		-	poses.
163		-	D
164		-	ECEMBER
165		-	12, 2023
166		-	Reported with an amendment, committed to the Com-
167		-	mittee of the Whole House on the State of the Union,
168		-	and ordered to be printed
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	130	+	OPRE-EXISTINGSUBSTANTIVERELATIONSHIP 14
	131	+	BYREASON OFEVENT.—Attendance at an event de-15
	132	+	scribed under subsection (b) shall not qualify, by itself, 16
	133	+	as establishing a pre-existing substantive relationship be-17
	134	+	tween an issuer and a purchaser, for purposes of Rule 18
	135	+	506(b). 19
	136	+	SEC. 3. RESTRICTIONS ON NEW FILING REQUIREMENTS IN 20
	137	+	CONNECTION WITH A GENERAL SOLICITA-21
	138	+	TION. 22
	139	+	With respect to any offer or sale of a security under 23
	140	+	Regulation D (17 CFR 230.500 et seq.) that is exempt 24
	141	+	from the prohibition against general solicitation or general 25
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	144	+	•HR 1553 IH
	145	+	advertising contained in section 230.502(c) of title 17, 1
	146	+	Code of Federal Regulations, the Securities and Exchange 2
	147	+	Commission may not issue any rule that would apply addi-3
	148	+	tional filing requirements (including requirements to file 4
	149	+	information with the Commission before or after a general 5
	150	+	solicitation or general advertising) to a general solicitation 6
	151	+	or general advertising of such a security that were not in 7
	152	+	effect on the date of enactment of this Act. 8
	153	+	Æ
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