I
118THCONGRESS
1
STSESSION H. R. 2799
To make reforms to the capital markets of the United States, and for
other purposes.
IN THE HOUSE OF REPRESENTATIVES
APRIL24, 2023
Mr. M
CHENRYintroduced the following bill; which was referred to the Com-
mittee on Financial Services, and in addition to the Committee on Edu-
cation and the Workforce, for a period to be subsequently determined by
the Speaker, in each case for consideration of such provisions as fall with-
in the jurisdiction of the committee concerned
A BILL
To make reforms to the capital markets of the United States,
and for other purposes.
Be it enacted by the Senate and House of Representa-1
tives of the United States of America in Congress assembled, 2
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 3
(a) S
HORTTITLE.—This Act may be cited as the 4
‘‘Expanding Access to Capital Act of 2023’’. 5
(b) T
ABLE OFCONTENTS.—The table of contents for 6
this Act is as follows: 7
Sec. 1. Short title; table of contents.
DIVISION A—STRENGTHENING PUBLIC MARKETS
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TITLE I—REMOVE ABERRATIONS IN THE MARKET CAP TEST FOR
TARGET COMPANY FINANCIAL STATEMENTS
Sec. 1101. Avoiding aberrational results in requirements for acquisition and
disposition financial statements.
TITLE II—IMPROVING DISCLOSURE FOR INVESTORS
Sec. 1201. Short title.
Sec. 1202. Electronic delivery.
TITLE III—HELPING STARTUPS CONTINUE TO GROW
Sec. 1301. Short title.
Sec. 1302. Emerging growth company criteria.
TITLE IV—SEC AND PCAOB AUDITOR REQUIREMENTS FOR
NEWLY PUBLIC COMPANIES
Sec. 1401. Auditor independence for certain past audits occurring before an
issuer is a public company.
TITLE V—EXPAND THE PROTECTION FOR RESEARCH REPORTS
TO COVER ALL SECURITIES OF ALL ISSUERS
Sec. 1501. Provision of research.
TITLE VI—CODIFY MIFID NO ACTION LETTER
Sec. 1601. Definition of investment adviser amended to exclude brokers and
dealers compensated for certain research services.
TITLE VII—EXCLUDE QIBS AND IAAS FROM THE RECORD
HOLDER COUNT FOR MANDATORY REGISTRATION
Sec. 1701. Exclusions from mandatory registration threshold.
TITLE VIII—EXPAND WKSI ELIGIBILITY
Sec. 1801. Definition of well-known seasoned issuer.
TITLE IX—SMALLER REPORTING COMPANY, ACCELERATED
FILER, AND LARGE ACCELERATED FILER THRESHOLDS
Sec. 1901. Smaller reporting company, accelerated filer, and large accelerated
filer thresholds.
DIVISION B—HELPING SMALL BUSINESSES AND
ENTREPRENEURS
TITLE I—UNLOCKING CAPITAL FOR SMALL BUSINESSES
Sec. 2101. Short title.
Sec. 2102. Safe harbors for private placement brokers and finders.
Sec. 2103. Limitations on State law.
TITLE II—SMALL BUSINESS INVESTOR CAPITAL ACCESS
Sec. 2201. Short title.
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Sec. 2202. Inflation adjustment for the exemption threshold for certain invest-
ment advisers of private funds.
TITLE III—IMPROVING CAPITAL ALLOCATION FOR NEWCOMERS
Sec. 2301. Short title.
Sec. 2302. Qualifying venture capital funds.
TITLE IV—SMALL ENTREPRENEURS’ EMPOWERMENT AND
DEVELOPMENT
Sec. 2401. Short title.
Sec. 2402. Micro-offering exemption.
TITLE V—REGULATION A+ IMPROVEMENT
Sec. 2501. Short title.
Sec. 2502. JOBS Act-related exemption.
TITLE VI—DEVELOPING AND EMPOWERING OUR ASPIRING
LEADERS
Sec. 2601. Short title.
Sec. 2602. Definitions.
Sec. 2603. Reports.
TITLE VII—HELPING ANGELS LEAD OUR STARTUPS
Sec. 2701. Short title.
Sec. 2702. Clarification of general solicitation.
Sec. 2703. Restrictions on new filing requirements in connection with a general
solicitation.
TITLE VIII—IMPROVING CROWDFUNDING OPPORTUNITIES
Sec. 2801. Short title.
Sec. 2802. Crowdfunding revisions.
TITLE IX—RESTORING THE SECONDARY TRADING MARKET
Sec. 2901. Short title.
Sec. 2902. Exemption from State regulation.
DIVISION C—INCREASING ACCESS TO PRIVATE MARKETS
TITLE I—GIG WORKER EQUITY COMPENSATION
Sec. 3101. Short title.
Sec. 3102. Extension of Rule 701.
Sec. 3103. Preemption of certain provisions of State law.
Sec. 3104. GAO study.
TITLE II—INVESTMENT OPPORTUNITY EXPANSION
Sec. 3201. Short title.
Sec. 3202. Investment thresholds to qualify as an accredited investor.
TITLE III—RISK DISCLOSURE AND INVESTOR ATTESTATION
Sec. 3301. Short title.
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Sec. 3302. Investor attestation.
TITLE IV—INCREASING INVESTOR OPPORTUNITIES
Sec. 3401. Short title.
Sec. 3402. Closed-end company authority to invest in private funds.
TITLE V—ACCREDITED INVESTORS INCLUDE INDIVIDUALS
RECEIVING ADVICE FROM CERTAIN PROFESSIONALS
Sec. 3501. Accredited investors include individuals receiving advice from certain
professionals.
TITLE VI—RETIREMENT FAIRNESS FOR CHARITIES AND
EDUCATIONAL INSTITUTIONS
Sec. 3601. Short title.
Sec. 3602. Enhancement of 403(b) plans.
DIVISION A—STRENGTHENING 1
PUBLIC MARKETS 2
TITLE I—REMOVE ABERRATIONS 3
IN THE MARKET CAP TEST 4
FOR TARGET COMPANY FI-5
NANCIAL STATEMENTS 6
SEC. 1101. AVOIDING ABERRATIONAL RESULTS IN RE-7
QUIREMENTS FOR ACQUISITION AND DIS-8
POSITION FINANCIAL STATEMENTS. 9
The Securities and Exchange Commission shall revise 10
section 210.1–02(w)(1)(i)(A) of title 17, Code of Federal 11
Regulations, to permit a registrant, in determining the 12
significance of an acquisition or disposition described in 13
such section 210.1–02(w)(1)(i)(A), to calculate the reg-14
istrant’s aggregate worldwide market value based on the 15
applicable trading value, conversion value, or exchange 16
value of all of the registrant’s outstanding classes of stock 17
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(including preferred stock and non-traded common shares 1
that are convertible into or exchangeable for traded com-2
mon shares) and not just the voting and non-voting com-3
mon equity of the registrant. 4
TITLE II—IMPROVING 5
DISCLOSURE FOR INVESTORS 6
SEC. 1201. SHORT TITLE. 7
This title may be cited as the ‘‘Improving Disclosure 8
for Investors Act of 2023’’. 9
SEC. 1202. ELECTRONIC DELIVERY. 10
(a) P
ROMULGATION OF RULES.—Not later than 180 11
days after the date of the enactment of this section, the 12
Securities and Exchange Commission shall propose and, 13
not later than 1 year after the date of the enactment of 14
this section, the Commission shall finalize, rules, regula-15
tions, amendments, or interpretations, as appropriate, to 16
allow a covered entity to satisfy the entity’s obligation to 17
deliver regulatory documents required under the securities 18
laws to investors using electronic delivery. 19
(b) R
EQUIREDPROVISIONS.—Rules, regulations, 20
amendments, or interpretations the Commission promul-21
gates pursuant to subsection (a) shall: 22
(1) With respect to investors that do not receive 23
all regulatory documents by electronic delivery, pro-24
vide for— 25
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(A) delivery of an initial communication in 1
paper form regarding electronic delivery; 2
(B) a transition period not to exceed 180 3
days until such regulatory documents are deliv-4
ered to such investors by electronic delivery; 5
and 6
(C) during a period not to exceed 2 years 7
following the transition period set forth in sub-8
paragraph (B), delivery of an annual notice in 9
paper form solely reminding such investors of 10
the ability to opt out of electronic delivery at 11
any time and receive paper versions of regu-12
latory documents. 13
(2) Set forth requirements for the content of 14
the initial communication described in paragraph 15
(1)(A). 16
(3) Set forth requirements for the timing of de-17
livery of a notice of website availability of regulatory 18
documents and the content of the appropriate notice 19
described in subsection (h)(3)(B). 20
(4) Provide a mechanism for investors to opt 21
out of electronic delivery at any time and receive 22
paper versions of regulatory documents. 23
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(5) Require measures reasonably designed to 1
identify and remediate failed electronic deliveries of 2
regulatory documents. 3
(6) Set forth minimum requirements regarding 4
readability and retainability for regulatory docu-5
ments that are delivered electronically. 6
(7) For covered entities other than brokers, 7
dealers, investment advisers registered with the 8
Commission, and investment companies, require 9
measures reasonably designed to ensure the con-10
fidentiality of personal information in regulatory 11
documents that are delivered to investors electroni-12
cally. 13
(c) E
XEMPTIONFROMCERTAINREQUIREMENTS.— 14
Section 101(c) of the Electronic Signatures in Global and 15
National Commerce Act (15 U.S.C. 7001(c)) shall not 16
apply with respect to a regulatory document delivered in 17
accordance with this section. 18
(d) R
ULE OFCONSTRUCTION.—Nothing in this sec-19
tion shall be construed as altering the substance or timing 20
of any regulatory document obligation under the securities 21
laws or regulations of a self-regulatory organization. 22
(e) T
REATMENT OFREVISIONSNOTCOMPLETED IN 23
ATIMELYMANNER.—If the Commission fails to finalize 24
the rules, regulations, amendments, or interpretations re-25
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quired under subsection (a) before the date specified in 1
such subsection— 2
(1) a covered entity may deliver regulatory doc-3
uments using electronic delivery in accordance with 4
subsections (b) through (d); and 5
(2) such electronic delivery shall be deemed to 6
satisfy the obligation of the covered entity to deliver 7
regulatory documents required under the securities 8
laws. 9
(f) O
THERACTION.— 10
(1) R
EVIEW OF RULES .—The Commission 11
shall— 12
(A) within 180 days of the date of enact-13
ment of this Act, conduct a review of the rules 14
and regulations of the Commission to determine 15
whether any such rules or regulations require 16
delivery of written documents to investors; and 17
(B) within 1 year of the date of enactment 18
of this Act, promulgate amendments to such 19
rules or regulations to provide that any require-20
ment to deliver a regulatory document ‘‘in writ-21
ing’’ may be satisfied by electronic delivery. 22
(2) A
CTIONS BY SELF-REGULATORY ORGANIZA -23
TIONS.—Each self-regulatory organization shall 24
adopt rules and regulations, or amend the rules and 25
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regulations of the self-regulatory organization, con-1
sistent with this Act and consistent with rules, regu-2
lations, amendments, or interpretations finalized by 3
the Commission pursuant to subsection (a). 4
(3) R
ULE OF APPLICATION .—This subsection 5
shall not apply to a rule or regulation issued pursu-6
ant to a Federal statute if that Federal statute spe-7
cifically requires delivery of written documents to in-8
vestors. 9
(g) D
EFINITIONS.—In this section: 10
(1) C
OMMISSION.—The term ‘‘Commission’’ 11
means the Securities and Exchange Commission. 12
(2) C
OVERED ENTITY.—The term ‘‘covered en-13
tity’’ means— 14
(A) an investment company (as defined in 15
section 3(a)(1) of the Investment Company Act 16
of 1940 (15 U.S.C. 80a–3)) that is registered 17
under such Act; 18
(B) a business development company (as 19
defined in section 2(a) the Investment Company 20
Act of 1940 (15 U.S.C. 80a–2(a))) that has 21
elected to be regulated as such under such Act; 22
(C) a registered broker or dealer (as de-23
fined in section 3(a)(4) and section 3(a)(5) of 24
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the Securities Exchange Act of 1934) (15 1
U.S.C. 78c(a)(4) & 78c(a)(5)); 2
(D) a registered municipal securities dealer 3
(as defined in section 3(a)(30) of the Securities 4
Exchange Act of 1934) (15 U.S.C. 78c(a)(30)); 5
(E) a registered government securities 6
broker or government securities dealer (as de-7
fined in section 3(a)(43) and section 3(a)(44) of 8
the Securities Exchange Act of 1934) (15 9
U.S.C. 78c(a)(43) & 78c(a)(44)); 10
(F) a registered investment adviser (as de-11
fined in section 202(a)(11) of the Investment 12
Advisers Act of 1940) (15 U.S.C. 80b–1); 13
(G) a registered transfer agent (as defined 14
in section 3(a)(25) of the Securities Exchange 15
Act of 1934) (15 U.S.C. 78c(a)); or 16
(H) a registered funding portal (as defined 17
in section 3(a)(81) of the Securities Exchange 18
Act of 1934) (15 U.S.C. 78c(a)). 19
(3) E
LECTRONIC DELIVERY .—The term ‘‘elec-20
tronic delivery’’, with respect to regulatory docu-21
ments, includes— 22
(A) the direct delivery of such regulatory 23
document to an electronic address of an inves-24
tor; 25
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(B) the posting of such regulatory docu-1
ment to a website and direct electronic delivery 2
of an appropriate notice of the availability of 3
the regulatory document to the investor; and 4
(C) an electronic method reasonably de-5
signed to ensure receipt of such regulatory doc-6
ument by the investor. 7
(4) R
EGULATORY DOCUMENTS .—The term 8
‘‘regulatory documents’’ includes— 9
(A) prospectuses meeting the requirements 10
of section 10(a) of the Securities Act of 1933 11
(15 U.S.C. 77j); 12
(B) summary prospectuses meeting the re-13
quirements of— 14
(i) section 230.498 of title 17, Code of 15
Federal Regulations; or 16
(ii) section 230.498A of title 17, Code 17
of Federal Regulations; 18
(C) statements of additional information, 19
as described under section 270.30e–3(h)(3) of 20
title 17, Code of Federal Regulations; 21
(D) annual and semi-annual reports to in-22
vestors meeting the requirements of section 23
30(e) of the Investment Company Act of 1940 24
(15 U.S.C. 80a–29(e)); 25
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(E) notices meeting the requirements 1
under section 270.19a–1 of title 17, Code of 2
Federal Regulations; 3
(F) confirmations and account statements 4
meeting the requirements under section 5
240.10b–10 of title 17, Code of Federal Regula-6
tions; 7
(G) proxy statements meeting the require-8
ments under section 240.14a–3 of title 17, 9
Code of Federal Regulations; 10
(H) privacy notices meeting the require-11
ments of Regulation S–P under subpart A of 12
part 248 of title 17, Code of Federal Regula-13
tions; 14
(I) affiliate marketing notices meeting the 15
requirements of Regulation S–AM under sub-16
part B of part 248 of title 17, Code of Federal 17
Regulations; and 18
(J) all other regulatory documents re-19
quired to be delivered by covered entities to in-20
vestors under the securities laws and the rules 21
and regulations of the Commission and the self- 22
regulatory organizations. 23
(5) S
ECURITIES LAWS.—The term ‘‘securities 24
laws’’ has the meaning given the term in section 25
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3(a) of the Securities Exchange Act of 1934 (15 1
U.S.C. 78c(a)). 2
(6) S
ELF-REGULATORY ORGANIZATION .—The 3
term ‘‘self-regulatory organization’’ means— 4
(A) a self-regulatory organization, as de-5
fined in section 2(a)(26) of the Securities Ex-6
change Act of 1934 (15 U.S.C. 78c(a)); and 7
(B) the Municipal Securities Rulemaking 8
Board. 9
(7) W
EBSITE.—The term ‘‘website’’ means an 10
internet website or other digital, internet, or elec-11
tronic-based information repository, such as a mobile 12
application, to which an investor of a covered entity 13
has been provided reasonable access. 14
TITLE III—HELPING STARTUPS 15
CONTINUE TO GROW 16
SEC. 1301. SHORT TITLE. 17
This title may be cited as the ‘‘Helping Startups Con-18
tinue To Grow Act’’. 19
SEC. 1302. EMERGING GROWTH COMPANY CRITERIA. 20
(a) S
ECURITIESACT OF1933.—Section 2(a)(19) of 21
the Securities Act of 1933 (15 U.S.C. 77b(a)(19)) is 22
amended— 23
(1) by striking ‘‘$1,000,000,000’’ each place 24
such term appears and inserting ‘‘$1,500,000,000’’; 25
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(2) in subparagraph (B)— 1
(A) by striking ‘‘fifth’’ and inserting ‘‘7- 2
year’’; and 3
(B) by adding ‘‘or’’ at the end; 4
(3) in subparagraph (C), by striking ‘‘; or’’ and 5
inserting a period; and 6
(4) by striking subparagraph (D). 7
(b) S
ECURITIESEXCHANGEACT OF1934.—Section 8
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 9
78c(a)) is amended, in the first paragraph (80) (related 10
to emerging growth companies)— 11
(1) by striking ‘‘$1,000,000,000’’ each place 12
such term appears and inserting ‘‘$1,500,000,000’’; 13
(2) in subparagraph (B)— 14
(A) by striking ‘‘fifth’’ and inserting ‘‘7- 15
year’’; and 16
(B) by adding ‘‘or’’ at the end; 17
(3) in subparagraph (C), by striking ‘‘; or’’ and 18
inserting a period; and 19
(4) by striking subparagraph (D). 20
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TITLE IV—SEC AND PCAOB AUDI-1
TOR REQUIREMENTS FOR 2
NEWLY PUBLIC COMPANIES 3
SEC. 1401. AUDITOR INDEPENDENCE FOR CERTAIN PAST 4
AUDITS OCCURRING BEFORE AN ISSUER IS A 5
PUBLIC COMPANY. 6
(a) A
UDITORINDEPENDENCE STANDARDS OF THE 7
P
UBLICCOMPANYACCOUNTINGOVERSIGHTBOARD.— 8
Section 103 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 9
7213) is amended by adding at the end the following: 10
‘‘(e) A
UDITORINDEPENDENCE FOR CERTAINPAST 11
A
UDITSOCCURRINGBEFORE ANISSUERISAPUBLIC 12
C
OMPANY.—With respect to an issuer that is a public 13
company or an issuer that has filed a registration state-14
ment to become a public company, the auditor independ-15
ence rules established by the Board with respect to audits 16
occurring before the last fiscal year of the issuer completed 17
before the issuer filed a registration statement to become 18
a public company shall treat an auditor as independent 19
if— 20
‘‘(1) the auditor is independent under standards 21
established by the American Institute of Certified 22
Public Accountants applicable to certified public ac-23
countants in United States; or 24
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‘‘(2) with respect to a foreign issuer, the audi-1
tor is independent under comparable standards ap-2
plicable to certified public accountants in the issuer’s 3
home country.’’. 4
(b) A
UDITORINDEPENDENCE STANDARDS OF THE 5
S
ECURITIES ANDEXCHANGECOMMISSION.—Section 10A 6
of the Securities Exchange Act of 1934 (15 U.S.C. 78j– 7
1) is amended by adding at the end the following: 8
‘‘(n) A
UDITORINDEPENDENCE FOR CERTAINPAST 9
A
UDITSOCCURRINGBEFORE ANISSUERISAPUBLIC 10
C
OMPANY.—With respect to an issuer that is a public 11
company or an issuer that has filed a registration state-12
ment to become a public company, the auditor independ-13
ence rules established by the Commission under the securi-14
ties laws with respect to audits occurring before the last 15
fiscal year of the issuer completed before the issuer filed 16
a registration statement to become a public company shall 17
treat an auditor as independent if— 18
‘‘(1) the auditor is independent under standards 19
established by the American Institute of Certified 20
Public Accountants applicable to certified public ac-21
countants in United States; or 22
‘‘(2) with respect to a foreign issuer, the audi-23
tor is independent under comparable standards ap-24
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plicable to certified public accountants in the issuer’s 1
home country.’’. 2
TITLE V—EXPAND THE PROTEC-3
TION FOR RESEARCH RE-4
PORTS TO COVER ALL SECU-5
RITIES OF ALL ISSUERS 6
SEC. 1501. PROVISION OF RESEARCH. 7
Section 2(a)(3) of the Securities Act of 1933 (15 8
U.S.C. 77b(a)(3)) is amended— 9
(a) by striking ‘‘an emerging growth company’’ and 10
inserting ‘‘an issuer’’; 11
(b) by striking ‘‘the common equity’’ and inserting 12
‘‘any’’; and 13
(c) by striking ‘‘such emerging growth company’’ and 14
inserting ‘‘such issuer’’. 15
TITLE VI—CODIFY MIFID NO 16
ACTION LETTER 17
SEC. 1601. DEFINITION OF INVESTMENT ADVISER AMEND-18
ED TO EXCLUDE BROKERS AND DEALERS 19
COMPENSATED FOR CERTAIN RESEARCH 20
SERVICES. 21
Section 202(a)(11) of the Investment Advisers Act of 22
1940 (15 U.S.C. 80b–2(a)(11)) is amended— 23
(1) by striking ‘‘(C) any’’ and inserting ‘‘(C)(i) 24
any’’; 25
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(2) by striking ‘‘dealer and who receives’’ and 1
inserting ‘‘dealer; and (ii)(I) who receives’’; and 2
(3) by inserting ‘‘; or (II) who receives special 3
compensation for research services (as described in 4
section 28(e)(1) of the Securities Exchange Act of 5
1934 (15 U.S.C. 78bb(e)(1))) from a client that is 6
directly or indirectly required as a result of laws of 7
a foreign financial regulatory authority to pay spe-8
cial compensation for such services’’ after ‘‘com-9
pensation therefor’’. 10
TITLE VII—EXCLUDE QIBS AND 11
IAAS FROM THE RECORD 12
HOLDER COUNT FOR MANDA-13
TORY REGISTRATION 14
SEC. 1701. EXCLUSIONS FROM MANDATORY REGISTRATION 15
THRESHOLD. 16
(a) I
NGENERAL.—Section 12(g)(1) of the Securities 17
Exchange Act of 1934 (15 U.S.C. 78l(g)(1)) is amended— 18
(1) in subparagraph (A)(i), by inserting after 19
‘‘persons’’ the following: ‘‘(that are not a qualified 20
institutional buyer or an institutional accredited in-21
vestor)’’; and 22
(2) in subparagraph (B), by inserting after 23
‘‘persons’’ the following: ‘‘(that are not a qualified 24
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institutional buyer or an institutional accredited in-1
vestor)’’. 2
(b) N
ONAPPLICABILITY OF GENERALEXEMPTIVE 3
A
UTHORITY.—Section 36 of the Securities Exchange Act 4
of 1934 (15 U.S.C. 78mm) shall not apply to the matter 5
inserted by the amendments made by subsection (a). 6
TITLE VIII—EXPAND WKSI 7
ELIGIBILITY 8
SEC. 1801. DEFINITION OF WELL-KNOWN SEASONED 9
ISSUER. 10
For purposes of the Federal securities laws, and reg-11
ulations issued thereunder, an issuer shall be a ‘‘well- 12
known seasoned issuer’’ if— 13
(1) the aggregate market value of the voting 14
and non-voting common equity held by non-affiliates 15
of the issuer is $250,000,000 or more (as deter-16
mined under Form S–3 general instruction I.B.1. as 17
in effect on the date of enactment of this Act); and 18
(2) the issuer otherwise satisfies the require-19
ments of the definition of ‘‘well-known seasoned 20
issuer’’ contained in section 230.405 of title 17, 21
Code of Federal Regulations without reference to 22
any requirement in such definition relating to min-23
imum worldwide market value of outstanding voting 24
and non-voting common equity held by non-affiliates. 25
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TITLE IX—SMALLER REPORTING 1
COMPANY, ACCELERATED 2
FILER, AND LARGE ACCELER-3
ATED FILER THRESHOLDS 4
SEC. 1901. SMALLER REPORTING COMPANY, ACCELERATED 5
FILER, AND LARGE ACCELERATED FILER 6
THRESHOLDS. 7
(a) S
MALLERREPORTINGCOMPANIES.— 8
(1) I
N GENERAL.—The Securities and Ex-9
change Commission shall revise the definition of a 10
‘‘smaller reporting company’’ under section 11
229.10(f)(1) of title 17, Code of Federal Regula-12
tions— 13
(A) in paragraph (i), by adjusting the pub-14
lic float threshold from $250,000,000 to 15
$500,000,000; and 16
(B) in paragraph (ii)— 17
(i) by adjusting the annual revenue 18
threshold from $100,000,000 to 19
$250,000,000; and 20
(ii) in paragraph (B), by adjusting the 21
public float threshold from $700,000,000 22
to $900,000,000. 23
(2) U
SE OF THREE-YEAR ROLLING AVERAGE 24
ANNUAL REVENUES .—The Securities and Exchange 25
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Commission shall revise paragraphs (1)(ii) and 1
(2)(iii)(B) under the definition of ‘‘smaller reporting 2
company’’ under section 229.10(f)(1) of title 17, 3
Code of Federal Regulations, by substituting ‘‘three- 4
year rolling average annual revenues’’ for ‘‘annual 5
revenues’’. 6
(3) C
ONFORMING CHANGES .—The Securities 7
and Exchange Commission shall revise the definition 8
of a ‘‘smaller reporting company’’ under sections 9
230.405 and 240.12b–2 of title 17, Code of Federal 10
Regulations, and any other rule of the Commission 11
in the same manner as such definition is revised 12
under paragraphs (1) and (2). 13
(b) A
CCELERATEDFILERS ANDLARGEACCELER-14
ATEDFILERS.— 15
(1) L
ARGE ACCELERATED FILER .—The Securi-16
ties and Exchange Commission shall revise the defi-17
nition of a ‘‘large accelerated filer’’ under section 18
240.12b–2(2) of title 17, Code of Federal Regula-19
tions, to increase the threshold amount (for the ag-20
gregate worldwide market value of the voting and 21
non-voting common equity held by non-affiliates of 22
an issuer) from $700,000,000 to $750,000,000. 23
(2) T
HRESHOLD TO EXIT ACCELERATED FILER 24
STATUS.—The Securities and Exchange Commission 25
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shall revise section 240.12b–2(3)(ii) of title 17, Code 1
of Federal Regulations, to increase the threshold 2
amount (for the aggregate worldwide market value 3
of the voting and non-voting common equity held by 4
non-affiliates of an issuer) at which an issuer is no 5
longer an accelerated filer from $60,000,000 to 6
$75,000,000. 7
(3) T
HRESHOLD TO EXIT LARGE ACCELERATED 8
FILER STATUS.—The Securities and Exchange Com-9
mission shall revise section 240.12b–2(3)(iii) of title 10
17, Code of Federal Regulations, to increase the 11
threshold amount (for the aggregate worldwide mar-12
ket value of the voting and non-voting common eq-13
uity held by non-affiliates of an issuer) at which an 14
issuer is no longer a large accelerated filer from 15
$560,000,000 to $750,000,000. 16
(4) E
XCLUSION OF SMALLER REPORTING COM -17
PANIES.—The Securities and Exchange Commission 18
shall revise the definitions of an ‘‘accelerated filer’’ 19
and a ‘‘large accelerated filer’’ under paragraphs (1) 20
and (2) of section 240.12b–2 of title 17, Code of 21
Federal Regulations, respectively, to exclude any 22
issuer that is a smaller reporting company, as de-23
fined under section 229.10(f)(1) of title 17, Code of 24
Federal Regulations. 25
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DIVISION B—HELPING SMALL 1
BUSINESSES AND ENTRE-2
PRENEURS 3
TITLE I—UNLOCKING CAPITAL 4
FOR SMALL BUSINESSES 5
SEC. 2101. SHORT TITLE. 6
This title may be cited as the ‘‘Unlocking Capital for 7
Small Businesses Act of 2023’’. 8
SEC. 2102. SAFE HARBORS FOR PRIVATE PLACEMENT BRO-9
KERS AND FINDERS. 10
(a) I
NGENERAL.—Section 15 of the Securities Ex-11
change Act of 1934 (15 U.S.C. 78o) is amended by adding 12
at the end the following: 13
‘‘(p) P
RIVATEPLACEMENTBROKERSAFEHAR-14
BOR.— 15
‘‘(1) R
EGISTRATION REQUIREMENTS .—Not 16
later than 180 days after the date of the enactment 17
of this subsection the Commission shall promulgate 18
regulations with respect to private placement brokers 19
that are no more stringent than those imposed on 20
funding portals. 21
‘‘(2) N
ATIONAL SECURITIES ASSOCIATIONS .— 22
Not later than 180 days after the date of the enact-23
ment of this subsection the Commission shall pro-24
mulgate regulations that require the rules of any na-25
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tional securities association to allow a private place-1
ment broker to become a member of such national 2
securities association subject to reduced membership 3
requirements consistent with this subsection. 4
‘‘(3) D
ISCLOSURES REQUIRED .—Before effect-5
ing a transaction, a private placement broker shall 6
disclose clearly and conspicuously, in writing, to all 7
parties to the transaction as a result of the broker’s 8
activities— 9
‘‘(A) that the broker is acting as a private 10
placement broker; 11
‘‘(B) the amount of any payment or antici-12
pated payment for services rendered as a pri-13
vate placement broker in connection with such 14
transaction; 15
‘‘(C) the person to whom any such pay-16
ment is made; 17
‘‘(D) any beneficial interest in the issuer, 18
direct or indirect, of the private placement 19
broker, of a member of the immediate family of 20
the private placement broker, of an associated 21
person of the private placement broker, or of a 22
member of the immediate family of such associ-23
ated person. 24
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‘‘(4) PRIVATE PLACEMENT BROKER DE -1
FINED.—In this subsection, the term ‘private place-2
ment broker’ means a person that— 3
‘‘(A) receives transaction-based compensa-4
tion— 5
‘‘(i) for effecting a transaction by— 6
‘‘(I) introducing an issuer of se-7
curities and a buyer of such securities 8
in connection with the sale of a busi-9
ness effected as the sale of securities; 10
or 11
‘‘(II) introducing an issuer of se-12
curities and a buyer of such securities 13
in connection with the placement of 14
securities in transactions that are ex-15
empt from registration requirements 16
under the Securities Act of 1933; and 17
‘‘(ii) that is not with respect to— 18
‘‘(I) a class of publicly traded se-19
curities; 20
‘‘(II) the securities of an invest-21
ment company (as defined in section 3 22
of the Investment Company Act of 23
1940); or 24
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‘‘(III) a variable or equity-in-1
dexed annuity or other variable or eq-2
uity-indexed life insurance product; 3
‘‘(B) with respect to a transaction for 4
which such transaction-based compensation is 5
received— 6
‘‘(i) does not handle or take posses-7
sion of the funds or securities; and 8
‘‘(ii) does not engage in an activity 9
that requires registration as an investment 10
adviser under State or Federal law; and 11
‘‘(C) is not a finder as defined under sub-12
section (q). 13
‘‘(q) F
INDERSAFEHARBOR.— 14
‘‘(1) N
ONREGISTRATION.—A finder is exempt 15
from the registration requirements of this Act. 16
‘‘(2) N
ATIONAL SECURITIES ASSOCIATIONS .—A 17
finder shall not be required to become a member of 18
any national securities association. 19
‘‘(3) F
INDER DEFINED.—In this subsection, the 20
term ‘finder’ means a person described in para-21
graphs (A) and (B) of subsection (p)(4) that— 22
‘‘(A) receives transaction-based compensa-23
tion of equal to or less than $500,000 in any 24
calendar year; 25
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‘‘(B) receives transaction-based compensa-1
tion in connection with transactions that result 2
in a single issuer selling securities valued at 3
equal to or less than $15 million in any cal-4
endar year; 5
‘‘(C) receives transaction-based compensa-6
tion in connection with transactions that result 7
in any combination of issuers selling securities 8
valued at equal to or less than $30 million in 9
any calendar year; or 10
‘‘(D) receives transaction-based compensa-11
tion in connection with fewer than 16 trans-12
actions that are not part of the same offering 13
or are otherwise unrelated in any calendar 14
year.’’. 15
(b) V
ALIDITY OFCONTRACTSWITHREGISTERED 16
P
RIVATEPLACEMENTBROKERS ANDFINDERS.—Section 17
29 of the Securities Exchange Act of 1934 (15 U.S.C. 18
78cc) is amended by adding at the end the following: 19
‘‘(d) Subsection (b) shall not apply to a contract 20
made for a transaction if— 21
‘‘(1) the transaction is one in which the issuer 22
engaged the services of a broker or dealer that is not 23
registered under this Act with respect to such trans-24
action; 25
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‘‘(2) such issuer received a self-certification 1
from such broker or dealer certifying that such 2
broker or dealer is a registered private placement 3
broker under section 15(p) or a finder under section 4
15(q); and 5
‘‘(3) the issuer either did not know that such 6
self-certification was false or did not have a reason-7
able basis to believe that such self-certification was 8
false.’’. 9
(c) R
EMOVAL OF PRIVATEPLACEMENTBROKERS 10
F
ROMDEFINITIONS OFBROKER.— 11
(1) R
ECORDS AND REPORTS ON MONETARY IN -12
STRUMENTS TRANSACTIONS .—Section 5312 of title 13
31, United States Code, is amended in subsection 14
(a)(2)(G) by inserting ‘‘with the exception of a pri-15
vate placement broker as defined in section 15(p)(4) 16
of the Securities Exchange Act of 1934 (15 U.S.C. 17
78o(p)(4))’’ before the semicolon at the end. 18
(2) S
ECURITIES EXCHANGE ACT OF 1934 .—Sec-19
tion 3(a)(4) of the Securities Exchange Act of 1934 20
(15 U.S.C. 78c(a)(4)) is amended by adding at the 21
end the following: 22
‘‘(G) P
RIVATE PLACEMENT BROKERS .—A 23
private placement broker as defined in section 24
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15(p)(4) is not a broker for the purposes of this 1
Act.’’. 2
SEC. 2103. LIMITATIONS ON STATE LAW. 3
Section 15(i) of the Securities Exchange Act of 1934 4
(15 U.S.C. 78o(i)) is amended— 5
(1) by redesignating paragraphs (3) and (4) as 6
paragraphs (4) and (5), respectively; 7
(2) by inserting after paragraph (2) the fol-8
lowing: 9
‘‘(3) P
RIVATE PLACEMENT BROKERS AND FIND -10
ERS.— 11
‘‘(A) I
N GENERAL.—No State or political 12
subdivision thereof may enforce any law, rule, 13
regulation, or other administrative action that 14
imposes greater registration, audit, financial 15
recordkeeping, or reporting requirements on a 16
private placement broker or finder than those 17
that are required under subsections (p) and (q), 18
respectively. 19
‘‘(B) D
EFINITION OF STATE .—For pur-20
poses of this paragraph, the term ‘State’ in-21
cludes the District of Columbia and each terri-22
tory of the United States.’’; and 23
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(3) in paragraph (4), as so redesignated, by 1
striking ‘‘paragraph (3)’’ and inserting ‘‘paragraph 2
(5)’’. 3
TITLE II—SMALL BUSINESS 4
INVESTOR CAPITAL ACCESS 5
SEC. 2201. SHORT TITLE. 6
This title may be cited as the ‘‘Small Business Inves-7
tor Capital Access Act’’. 8
SEC. 2202. INFLATION ADJUSTMENT FOR THE EXEMPTION 9
THRESHOLD FOR CERTAIN INVESTMENT AD-10
VISERS OF PRIVATE FUNDS. 11
Section 203(m) of the Investment Advisers Act of 12
1940 (15 U.S.C. 80b–3(m)) is amended by adding at the 13
end the following: 14
‘‘(5) I
NFLATION ADJUSTMENT .—The Commis-15
sion shall adjust the dollar amount described under 16
paragraph (1)— 17
‘‘(A) upon enactment of this paragraph, to 18
reflect the change in the Consumer Price Index 19
for All Urban Consumers published by the Bu-20
reau of Labor Statistics of the Department of 21
Labor between the date of enactment of the 22
Private Fund Investment Advisers Registration 23
Act of 2010 and the date of enactment of this 24
paragraph; and 25
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‘‘(B) annually thereafter, to reflect the 1
change in the Consumer Price Index for All 2
Urban Consumers published by the Bureau of 3
Labor Statistics of the Department of Labor.’’. 4
TITLE III—IMPROVING CAPITAL 5
ALLOCATION FOR NEWCOMERS 6
SEC. 2301. SHORT TITLE. 7
This title may be cited as the ‘‘Improving Capital Al-8
location for Newcomers Act of 2023’’. 9
SEC. 2302. QUALIFYING VENTURE CAPITAL FUNDS. 10
Section 3(c)(1) of the Investment Company Act of 11
1940 (15 U.S.C. 80a–3(c)(1)) is amended— 12
(1) in the matter preceding subparagraph (A), 13
by striking ‘‘250 persons’’ and inserting ‘‘600 per-14
sons’’; and 15
(2) in subparagraph (C)(i), by striking 16
‘‘$10,000,000’’ and inserting ‘‘$150,000,000’’. 17
TITLE IV—SMALL ENTRE-18
PRENEURS’ EMPOWERMENT 19
AND DEVELOPMENT 20
SEC. 2401. SHORT TITLE. 21
This title may be cited as the ‘‘Small Entrepreneurs’ 22
Empowerment and Development Act of 2023’’ or the 23
‘‘SEED Act of 2023’’. 24
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SEC. 2402. MICRO-OFFERING EXEMPTION. 1
(a) I
NGENERAL.—Section 4 of the Securities Act of 2
1933 (15 U.S.C. 77d) is amended— 3
(1) in subsection (a), by adding at the end the 4
following: 5
‘‘(8) transactions meeting the requirements of 6
subsection (f).’’; and 7
(2) by adding at the end the following: 8
‘‘(f) M
ICRO-OFFERINGS.—The transactions referred 9
to in subsection (a)(8) are transactions involving the sale 10
of securities by an issuer (including all entities controlled 11
by or under common control with the issuer) where the 12
aggregate amount of all securities sold by the issuer, in-13
cluding any amount sold in reliance on the exemption pro-14
vided under subsection (a)(8), during the 12-month period 15
preceding such transaction, does not exceed $250,000.’’. 16
(b) D
ISQUALIFICATION.— 17
(1) I
N GENERAL.—Not later than 270 days 18
after the date of enactment of this Act, the Securi-19
ties and Exchange Commission shall, by rule, estab-20
lish disqualification provisions under which an issuer 21
shall not be eligible to offer securities pursuant to 22
section 4(a)(8) of the Securities Act of 1933, as 23
added by this section. 24
(2) I
NCLUSIONS.—Disqualification provisions 25
required by this subsection shall— 26
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(A) be substantially similar to the provi-1
sions of section 230.506(d) of title 17, Code of 2
Federal Regulations (or any successor thereto); 3
and 4
(B) disqualify any offering or sale of secu-5
rities by a person that— 6
(i) is subject to a final order of a cov-7
ered regulator that— 8
(I) bars the person from— 9
(aa) association with an en-10
tity regulated by the covered reg-11
ulator; 12
(bb) engaging in the busi-13
ness of securities, insurance, or 14
banking; or 15
(cc) engaging in savings as-16
sociation or credit union activi-17
ties; or 18
(II) constitutes a final order 19
based on a violation of any law or reg-20
ulation that prohibits fraudulent, ma-21
nipulative, or deceptive conduct, if 22
such final order was issued within the 23
previous 10-year period; or 24
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(ii) has been convicted of any felony 1
or misdemeanor in connection with the 2
purchase or sale of any security or involv-3
ing the making of any false filing with the 4
Commission. 5
(3) C
OVERED REGULATOR DEFINED .—In this 6
subsection, the term ‘‘covered regulator’’ means— 7
(A) a State securities commission (or an 8
agency or officer of a State performing like 9
functions); 10
(B) a State authority that supervises or 11
examines banks, savings associations, or credit 12
unions; 13
(C) a State insurance commission (or an 14
agency or officer of a State performing like 15
functions); 16
(D) a Federal banking agency (as defined 17
under section 3 of the Federal Deposit Insur-18
ance Act); and 19
(E) the National Credit Union Administra-20
tion. 21
(c) E
XEMPTIONUNDERSTATEREGULATIONS.—Sec-22
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 23
77r(b)(4)) is amended— 24
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(1) in subparagraph (F), by striking ‘‘or’’ at 1
the end; 2
(2) in subparagraph (G), by striking the period 3
and inserting ‘‘; or’’; and 4
(3) by adding at the end the following: 5
‘‘(H) section 4(a)(8).’’. 6
TITLE V—REGULATION A+ 7
IMPROVEMENT 8
SEC. 2501. SHORT TITLE. 9
This title may be cited as the ‘‘Regulation A+ Im-10
provement Act of 2023’’. 11
SEC. 2502. JOBS ACT-RELATED EXEMPTION. 12
Section 3(b) of the Securities Act of 1933 (15 U.S.C. 13
77c(b)) is amended— 14
(1) in paragraph (2)(A), by striking 15
‘‘$50,000,000’’ and inserting ‘‘$150,000,000, ad-16
justed for inflation by the Commission every 2 years 17
to the nearest $10,000 to reflect the change in the 18
Consumer Price Index for All Urban Consumers 19
published by the Bureau of Labor Statistics’’; and 20
(2) in paragraph (5)— 21
(A) by striking ‘‘such amount as’’ and in-22
serting: ‘‘such amount, in addition to the ad-23
justment for inflation provided for under such 24
paragraph (2)(A), as’’; and 25
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(B) by striking ‘‘such amount, it’’ and in-1
serting ‘‘such amount, in addition to the adjust-2
ment for inflation provided for under such 3
paragraph (2)(A), it’’. 4
TITLE VI—DEVELOPING AND EM-5
POWERING OUR ASPIRING 6
LEADERS 7
SEC. 2601. SHORT TITLE. 8
This title may be cited as the ‘‘Developing and Em-9
powering our Aspiring Leaders Act of 2023’’ or the 10
‘‘DEAL Act of 2023’’. 11
SEC. 2602. DEFINITIONS. 12
Not later than the end of the 180-day period begin-13
ning on the date of the enactment of this Act, the Securi-14
ties and Exchange Commission shall, to the extent such 15
revisions facilitate capital formation without compro-16
mising investor protection— 17
(1) revise the definition of a qualifying invest-18
ment under paragraph (c) of section 275.203(l)–1 of 19
title 17, Code of Federal Regulations— 20
(A) to include an equity security issued by 21
a qualifying portfolio company, whether ac-22
quired directly from the company or in a sec-23
ondary acquisition; and 24
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(B) to specify that an investment in an-1
other venture capital fund is a qualifying in-2
vestment under such definition; and 3
(2) revise paragraph (a) of such section to re-4
quire, as a condition of a private fund qualifying as 5
a venture capital fund under such paragraph, that 6
the qualifying investments of the private fund are ei-7
ther— 8
(A) predominantly qualifying investments 9
that were acquired directly from a qualifying 10
portfolio company; or 11
(B) predominantly qualifying investments 12
in another venture capital fund or other venture 13
capital funds. 14
SEC. 2603. REPORTS. 15
(a) GAO R
EPORT.—The Comptroller General of the 16
United States shall issue a report to Congress on the risks 17
and impacts of concentrated sectoral counterparty risk in 18
the banking sector, in light of the failure of Silicon Valley 19
Bank. 20
(b) A
DVOCATE FORSMALLBUSINESSCAPITALFOR-21
MATIONREPORT.—The Advocate for Small Business Cap-22
ital Formation shall issue a report to Congress and the 23
Securities and Exchange Commission— 24
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(1) examining the access to banking services for 1
venture funds and companies funded by venture cap-2
ital, in light of the failure of Silicon Valley Bank, es-3
pecially those funds and companies located outside 4
of the established technology and venture capital 5
hubs of California, Massachusetts, and New York; 6
and 7
(2) containing any policy recommendations of 8
the Advocate. 9
TITLE VII—HELPING ANGELS 10
LEAD OUR STARTUPS 11
SEC. 2701. SHORT TITLE. 12
This title may be cited as the ‘‘Helping Angels Lead 13
Our Startups Act of 2023’’ or the ‘‘HALOS Act of 2023’’. 14
SEC. 2702. CLARIFICATION OF GENERAL SOLICITATION. 15
(a) D
EFINITIONS.—For purposes of this title and the 16
revision of rules required under this title: 17
(1) A
NGEL INVESTOR GROUP .—The term 18
‘‘angel investor group’’ means any group that— 19
(A) is composed of accredited investors in-20
terested in investing personal capital in early- 21
stage companies; 22
(B) holds regular meetings and has defined 23
processes and procedures for making invest-24
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ment decisions, either individually or among the 1
membership of the group as a whole; and 2
(C) is neither associated nor affiliated with 3
brokers, dealers, or investment advisers. 4
(2) I
SSUER.—The term ‘‘issuer’’ means an 5
issuer that is a business, is not in bankruptcy or re-6
ceivership, is not an investment company, and is not 7
a blank check, blind pool, or shell company. 8
(b) I
NGENERAL.—Not later than 6 months after the 9
date of enactment of this Act, the Securities and Ex-10
change Commission shall revise Regulation D of its rules 11
(17 CFR 230.500 et seq.) to require that in carrying out 12
the prohibition against general solicitation or general ad-13
vertising contained in section 230.502(c) of title 17, Code 14
of Federal Regulations, the prohibition shall not apply to 15
a presentation or other communication made by or on be-16
half of an issuer which is made at an event— 17
(1) sponsored by— 18
(A) the United States or any territory 19
thereof, the District of Columbia, any State, a 20
political subdivision of any State or territory, or 21
any agency or public instrumentality of any of 22
the foregoing; 23
(B) a college, university, or other institu-24
tion of higher education; 25
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(C) a nonprofit organization; 1
(D) an angel investor group; 2
(E) a venture forum, venture capital asso-3
ciation, or trade association; 4
(F) an incubator; 5
(G) an accelerator; or 6
(H) any other group, person, or entity as 7
the Securities and Exchange Commission may 8
determine by rule; 9
(2) where any advertising for the event does not 10
reference any specific offering of securities by the 11
issuer; 12
(3) the sponsor of which— 13
(A) does not make investment rec-14
ommendations or provide investment advice to 15
event attendees; 16
(B) does not engage in an active role in 17
any investment negotiations between the issuer 18
and investors attending the event; 19
(C) does not charge event attendees any 20
fees other than reasonable administrative fees; 21
(D) does not receive any compensation for 22
making introductions between investors attend-23
ing the event and issuers, or for investment ne-24
gotiations between such parties; 25
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(E) makes readily available to attendees a 1
disclosure not longer than one page in length, 2
as prescribed by the Securities and Exchange 3
Commission, describing the nature of the event 4
and the risks of investing in the issuers pre-5
senting at the event; and 6
(F) does not receive any compensation 7
with respect to such event that would require 8
registration of the sponsor as a broker or a 9
dealer under the Securities Exchange Act of 10
1934, or as an investment advisor under the In-11
vestment Advisers Act of 1940; and 12
(4) where no specific information regarding an 13
offering of securities by the issuer is communicated 14
or distributed by or on behalf of the issuer, other 15
than— 16
(A) that the issuer is in the process of of-17
fering securities or planning to offer securities; 18
(B) the type and amount of securities 19
being offered; 20
(C) the amount of securities being offered 21
that have already been subscribed for; and 22
(D) the intended use of proceeds of the of-23
fering. 24
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(c) RULE OFCONSTRUCTION.—Subsection (b) may 1
only be construed as requiring the Securities and Ex-2
change Commission to amend the requirements of Regula-3
tion D with respect to presentations and communications, 4
and not with respect to purchases or sales. 5
(d) N
OPRE-EXISTINGSUBSTANTIVERELATIONSHIP 6
BYREASON OFEVENT.—Attendance at an event de-7
scribed under subsection (b) shall not qualify, by itself, 8
as establishing a pre-existing substantive relationship be-9
tween an issuer and a purchaser, for purposes of Rule 10
506(b). 11
SEC. 2703. RESTRICTIONS ON NEW FILING REQUIREMENTS 12
IN CONNECTION WITH A GENERAL SOLICITA-13
TION. 14
With respect to any offer or sale of a security under 15
Regulation D (17 CFR 230.500 et seq.) that is exempt 16
from the prohibition against general solicitation or general 17
advertising contained in section 230.502(c) of title 17, 18
Code of Federal Regulations, the Securities and Exchange 19
Commission may not issue any rule that would apply addi-20
tional filing requirements (including requirements to file 21
information with the Commission before or after a general 22
solicitation or general advertising) to a general solicitation 23
or general advertising of such a security that were not in 24
effect on the date of enactment of this Act. 25
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TITLE VIII—IMPROVING 1
CROWDFUNDING OPPORTUNI-2
TIES 3
SEC. 2801. SHORT TITLE. 4
This title may be cited as the ‘‘Improving 5
Crowdfunding Opportunities Act’’. 6
SEC. 2802. CROWDFUNDING REVISIONS. 7
(a) E
XEMPTIONFROMSTATEREGULATION.—Sec-8
tion 18(b)(4)(A) of the Securities Act of 1933 (15 U.S.C. 9
77r(b)(4)(A)) is amended by striking ‘‘pursuant to sec-10
tion’’ and all that follows through the semicolon at the 11
end and inserting the following: ‘‘pursuant to— 12
‘‘(i) section 13 or 15(d) of the Securi-13
ties Exchange Act of 1934 (15 U.S.C. 14
78m, 78o(d)); or 15
‘‘(ii) section 4A(b) or any regulation 16
issued under that section;’’. 17
(b) L
IABILITY FORMATERIALMISSTATEMENTS AND 18
O
MISSIONS.—Section 4A(c) of the Securities Act of 1933 19
(15 U.S.C. 77d–1(c)) is amended— 20
(1) by redesignating paragraph (3) as para-21
graph (4); and 22
(2) by inserting after paragraph (2) the fol-23
lowing: 24
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‘‘(3) LIABILITY OF FUNDING PORTALS .—For 1
the purposes of this subsection, a funding portal, as 2
that term is defined in section 3(a) of the Securities 3
Exchange Act of 1934 (15 U.S.C. 78c(a)), shall not 4
be considered to be an issuer unless, in connection 5
with the offer or sale of a security, the funding por-6
tal knowingly— 7
‘‘(A) makes any untrue statement of a ma-8
terial fact or omits to state a material fact in 9
order to make the statements made, in light of 10
the circumstances under which they are made, 11
not misleading; or 12
‘‘(B) engages in any act, practice, or 13
course of business which operates or would op-14
erate as a fraud or deceit upon any person.’’. 15
(c) A
PPLICABILITY OF BANKSECRECYACTRE-16
QUIREMENTS.— 17
(1) S
ECURITIES ACT OF 1933.—Section 4A(a) of 18
the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is 19
amended— 20
(A) in paragraph (11), by striking ‘‘and’’ 21
at the end; 22
(B) in paragraph (12), by striking the pe-23
riod at the end and inserting ‘‘; and’’; and 24
(C) by adding at the end the following: 25
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‘‘(13) not be subject to the recordkeeping and 1
reporting requirements relating to monetary instru-2
ments under subchapter II of chapter 53 of title 31, 3
United States Code.’’. 4
(2) T
ITLE 31, UNITED STATES CODE .—Section 5
5312 of title 31, United States Code, is amended by 6
striking subsection (c) and inserting the following: 7
‘‘(c) A
DDITIONALCLARIFICATION.—The term ‘finan-8
cial institution’ (as defined in subsection (a))— 9
‘‘(1) includes any futures commission merchant, 10
commodity trading advisor, or commodity pool oper-11
ator registered, or required to register, under the 12
Commodity Exchange Act (7 U.S.C. 1 et seq.); and 13
‘‘(2) does not include a funding portal, as that 14
term is defined in section 3(a) of the Securities Ex-15
change Act of 1934 (15 U.S.C. 78c(a)).’’. 16
(d) P
ROVISION OFIMPERSONALINVESTMENTAD-17
VICE ANDRECOMMENDATIONS .—Section 3(a) of the Secu-18
rities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amend-19
ed— 20
(1) by redesignating the second paragraph (80) 21
(relating to funding portals) as paragraph (81); and 22
(2) in paragraph (81)(A), as so redesignated, 23
by inserting after ‘‘recommendations’’ the following: 24
‘‘(other than by providing impersonal investment ad-25
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vice by means of written material, or an oral state-1
ment, that does not purport to meet the objectives 2
or needs of a specific individual or account)’’. 3
(e) T
ARGETAMOUNTS OFCERTAINEXEMPTEDOF-4
FERINGS.—The Securities and Exchange Commission 5
shall amend paragraph (t)(1) of section 227.201 of title 6
17, Code of Federal Regulations so that such paragraph 7
applies with respect to an issuer offering or selling securi-8
ties in reliance on section 4(a)(6) of the Securities Act 9
of 1933 (15 U.S.C. 77d(a)(6)) if— 10
(1) the offerings of such issuer, together with 11
all other amounts sold under such section 4(a)(6) 12
within the preceding 12-month period, have, in the 13
aggregate, a target amount of more than $124,000 14
but not more than $250,000; 15
(2) the financial statements of such issuer that 16
have either been reviewed or audited by a public ac-17
countant that is independent of the issuer are un-18
available at the time of filing; and 19
(3) such issuer provides a statement that finan-20
cial information certified by the principal executive 21
officer of the issuer has been provided instead of fi-22
nancial statements reviewed by a public accountant 23
that is independent of the issuer. 24
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(f) EXEMPTIONAVAILABLE TOINVESTMENTCOMPA-1
NIES.—Section 4A(f) of the Securities Act of 1933 (15 2
U.S.C. 77d–1(f)) is amended— 3
(1) in paragraph (2), by inserting ‘‘or’’ after 4
the semicolon; 5
(2) by striking paragraph (3); and 6
(3) by redesignating paragraph (4) as para-7
graph (3). 8
(g) N
ON-ACCREDITEDINVESTORREQUIREMENTS.— 9
Section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 10
77d(a)(6)) is amended— 11
(1) in subparagraph (A), by striking 12
‘‘$1,000,000’’ and inserting ‘‘$10,000,000’’; and 13
(2) in subparagraph (B), by striking ‘‘does not 14
exceed’’ and all that follows through ‘‘more than 15
$100,000’’ and inserting ‘‘does not exceed 10 per-16
cent of the annual income or net worth of such in-17
vestor’’. 18
(h) T
ECHNICALCORRECTION.—The Securities Act of 19
1933 (15 U.S.C. 77a et seq.) is amended— 20
(1) by striking the term ‘‘section 4(6)’’ each 21
place such term appears and inserting ‘‘section 22
4(a)(6)’’; and 23
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(2) by striking the term ‘‘section 4(6)(B)’’ each 1
place such term appears and inserting ‘‘section 2
4(a)(6)(B)’’. 3
TITLE IX—RESTORING THE 4
SECONDARY TRADING MARKET 5
SEC. 2901. SHORT TITLE. 6
This title may be cited as the ‘‘Restoring the Sec-7
ondary Trading Market Act’’. 8
SEC. 2902. EXEMPTION FROM STATE REGULATION. 9
Section 18(a) of the Securities Act of 1933 (15 10
U.S.C. 77r(b)(4)) is amended— 11
(1) in paragraph (2), by striking ‘‘or’’ at the 12
end; 13
(2) in paragraph (3), by striking the period at 14
the end and inserting ‘‘; or’’; and 15
(3) by adding at the end the following: 16
‘‘(4) shall directly or indirectly prohibit, limit, 17
or impose any conditions upon the off-exchange sec-18
ondary trading (as such term is defined by the Com-19
mission) in securities of an issuer that makes cur-20
rent information publicly available, including— 21
‘‘(A) the information required in the peri-22
odic and current reports described under para-23
graph (b) of section 230.257 of title 17, Code 24
of Federal Regulations; or 25
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‘‘(B) the documents and information re-1
quired with respect to Tier 2 offerings, as de-2
fined in section 230.251(a) of title 17, Code of 3
Federal Regulations.’’. 4
DIVISION C—INCREASING 5
ACCESS TO PRIVATE MARKETS 6
TITLE I—GIG WORKER EQUITY 7
COMPENSATION 8
SEC. 3101. SHORT TITLE. 9
This title may be cited as the ‘‘Gig Worker Equity 10
Compensation Act’’. 11
SEC. 3102. EXTENSION OF RULE 701. 12
(a) I
NGENERAL.—The exemption provided under 13
section 230.701 of title 17, Code of Federal Regulations, 14
shall apply to individuals (other than employees) providing 15
goods for sale, labor, or services for remuneration to either 16
an issuer or to customers of an issuer to the same extent 17
as such exemptions apply to employees of the issuer. For 18
purposes of the previous sentence, the term ‘‘customers’’ 19
may, at the election of an issuer, include users of the 20
issuer’s platform. 21
(b) A
DJUSTMENT FOR INFLATION.—The Securities 22
and Exchange Commission shall annually adjust the dollar 23
figure under section 230.701(e) of title 17, Code of Fed-24
eral Regulations, to reflect the percentage change in the 25
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Consumer Price Index for All Urban Consumers published 1
by the Bureau of Labor Statistics of the Department of 2
Labor. 3
(c) R
ULEMAKING.—The Securities and Exchange 4
Commission— 5
(1) shall revise section 230.701 of title 17, 6
Code of Federal Regulations, to reflect the require-7
ments of this section; and 8
(2) may not revise such section 230.701 in any 9
manner that would have the effect of restricting ac-10
cess to equity compensation for employees or individ-11
uals described under subsection (a). 12
SEC. 3103. PREEMPTION OF CERTAIN PROVISIONS OF 13
STATE LAW. 14
Any provision of a State law with respect to wage 15
rates or benefits that creates a presumption that an indi-16
vidual providing goods for sale, labor, or services for remu-17
neration for a person is an employee of such person under 18
such law is preempted. 19
SEC. 3104. GAO STUDY. 20
Not later than the end of the 3-year period beginning 21
on the date of enactment of this Act, the Comptroller Gen-22
eral of the United States shall carry out a study on the 23
effects of this title and submit a report on such study to 24
the Congress. 25
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TITLE II—INVESTMENT 1
OPPORTUNITY EXPANSION 2
SEC. 3201. SHORT TITLE. 3
This title may be cited as the ‘‘Investment Oppor-4
tunity Expansion Act’’. 5
SEC. 3202. INVESTMENT THRESHOLDS TO QUALIFY AS AN 6
ACCREDITED INVESTOR. 7
Section 2(a)(15) of the Securities Act of 1933 (15 8
U.S.C. 77b(a)(15)) is amended— 9
(1) by striking ‘‘(15) The term ‘accredited in-10
vestor’ shall mean—’’ and inserting the following: 11
‘‘(15) A
CCREDITED INVESTOR.— 12
‘‘(A) I
N GENERAL.—The term ‘accredited 13
investor’ means—’’; 14
(2) in clause (i), by striking ‘‘or’’ at the end; 15
and 16
(3) by adding at the end the following: 17
‘‘(iii) with respect to a proposed trans-18
action, any individual whose aggregate invest-19
ment, at the completion of such transaction, in 20
securities with respect to which there has not 21
been a public offering is not more than 10 per-22
cent of the greater of— 23
‘‘(I) the net assets of the individual; 24
or 25
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‘‘(II) the annual income of the indi-1
vidual;’’. 2
TITLE III—RISK DISCLOSURE 3
AND INVESTOR ATTESTATION 4
SEC. 3301. SHORT TITLE. 5
This title may be cited as the ‘‘Risk Disclosure and 6
Investor Attestation Act’’. 7
SEC. 3302. INVESTOR ATTESTATION. 8
(a) I
NGENERAL.—Section 2(a)(15) of the Securities 9
Act of 1933 (15 U.S.C. 77b(a)(15)), as amended by sec-10
tion 3202, is further amended by adding at the end the 11
following: 12
‘‘(iv) with respect to an issuer, any in-13
dividual that has attested to the issuer 14
that the individual understands the risks of 15
investment in private issuers, using such 16
form as the Commission shall establish, by 17
rule, but which form may not be longer 18
than 2 pages in length; or’’. 19
(b) R
ULEMAKING.—Not later than the end of the 1- 20
year period beginning on the date of enactment of this 21
Act, the Securities and Exchange Commission shall issue 22
rules to carry out the amendments made by subsection (a), 23
including establishing the form required under such 24
amendments. 25
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TITLE IV—INCREASING 1
INVESTOR OPPORTUNITIES 2
SEC. 3401. SHORT TITLE. 3
This title may be cited as the ‘‘Increasing Investor 4
Opportunities Act’’. 5
SEC. 3402. CLOSED-END COMPANY AUTHORITY TO INVEST 6
IN PRIVATE FUNDS. 7
(a) I
NGENERAL.—Section 5 of the Investment Com-8
pany Act of 1940 (15 U.S.C. 80a–5) is amended by add-9
ing at the end the following: 10
‘‘(d) C
LOSED-ENDCOMPANYAUTHORITYTOINVEST 11
INPRIVATEFUNDS.— 12
‘‘(1) I
N GENERAL.—Except as otherwise pro-13
hibited or restricted by this Act (or any rule issued 14
under this Act), the Commission may not limit a 15
closed-end company from investing any or all of the 16
company’s assets in private funds solely or primarily 17
because of the private funds’ status as private funds. 18
‘‘(2) A
PPLICATION.—Notwithstanding section 19
6(f), this subsection shall also apply to a closed-end 20
company that elects to be treated as a business de-21
velopment company.’’. 22
(b) D
EFINITION OFPRIVATEFUND.— 23
(1) I
NVESTMENT COMPANY ACT OF 1940 .—Sec-24
tion 2(a) of the Investment Company Act of 1940 25
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(15 U.S.C. 80a–2(a)) is amended by adding at the 1
end the following: 2
‘‘(55) The term ‘private fund’ means an issuer 3
that would be an investment company but for para-4
graph (1) or (7) of section 3(c).’’. 5
(2) I
NVESTMENT ADVISERS ACT OF 1940 .—The 6
first paragraph (29) (relating to ‘‘private fund’’) of 7
section 202(a) of the Investment Advisers Act of 8
1940 (15 U.S.C. 80b–2(a)) is amended to read as 9
follows: 10
‘‘(29) The term ‘private fund’ has the meaning 11
given that term under section 2(a) of the Investment 12
Company Act of 1940.’’. 13
(c) T
REATMENT BY NATIONALSECURITIESEX-14
CHANGES.—Section 6(b) of the Securities Exchange Act 15
of 1934 (15 U.S.C. 78f(b)) is amended by adding at the 16
end the following: 17
‘‘(11)(A) The rules of the exchange do not pro-18
hibit the listing or trading of securities of a closed- 19
end company solely or primarily by reason of the 20
amount of the company’s investment of assets in pri-21
vate funds. 22
‘‘(B) In this paragraph— 23
‘‘(i) the term ‘closed-end company’ has the 24
meaning given that term under section 5(a) of 25
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the Investment Company Act of 1940, and in-1
cludes a closed-end company that elects to be 2
treated as a business development company 3
under section 6(f) of such Act; and 4
‘‘(ii) the term ‘private fund’ has the mean-5
ing given that term under section 2(a) of the 6
Investment Company Act of 1940.’’. 7
(d) I
NVESTMENTLIMITATION.—Section 3(c) of the 8
Investment Company Act of 1940 (15 U.S.C. 80a–3(c)) 9
is amended— 10
(1) in paragraph (1), by striking ‘‘subpara-11
graphs (A)(i) and (B)(i)’’ and inserting ‘‘subpara-12
graphs (A)(i), (B)(i), and (C)’’; and 13
(2) in paragraph (7)(D), by striking ‘‘subpara-14
graphs (A)(i) and (B)(i)’’ and inserting ‘‘subpara-15
graphs (A)(i), (B)(i), and (C)’’. 16
TITLE V—ACCREDITED INVES-17
TORS INCLUDE INDIVIDUALS 18
RECEIVING ADVICE FROM 19
CERTAIN PROFESSIONALS 20
SEC. 3501. ACCREDITED INVESTORS INCLUDE INDIVIDUALS 21
RECEIVING ADVICE FROM CERTAIN PROFES-22
SIONALS. 23
(a) S
ECURITIESACT OF1933.—Section 2(a)(15) of 24
the Securities Act of 1933 (15 U.S.C. 77b(a)(15)), as 25
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amended by sections 3202 and 3302, is further amended 1
by adding at the end the following: 2
‘‘(v) any individual receiving individ-3
ualized investment advice or individualized 4
investment recommendations with respect 5
to the applicable transaction from an indi-6
vidual described under section 7
203.501(a)(10) of title 17, Code of Federal 8
Regulations. 9
‘‘(B) D
EFINITIONS.—In subparagraph 10
(A)(v): 11
‘‘(i) I
NVESTMENT ADVICE .—The term 12
‘investment advice’ shall be interpreted 13
consistently with the interpretation of the 14
phrase ‘engages in the business of advising 15
others, either directly or through publica-16
tions or writings, as to the value of securi-17
ties or as to the advisability of investing in, 18
purchasing, or selling securities’ under sec-19
tion 202(a)(11) of the Investment Advisers 20
Act of 1940 (15 U.S.C. 80b–2(a)(11)). 21
‘‘(ii) I
NVESTMENT RECOMMENDA -22
TION.—The term ‘investment recommenda-23
tion’ shall be interpreted consistently with 24
the interpretation of the term ‘rec-25
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ommendation’ under section 240.15l-1 of 1
title 17, Code of Federal Regulations.’’. 2
(b) C
ONFORMINGCHANGES TOREGULATIONS.—The 3
Securities and Exchange Commission shall revise section 4
203.501(a) of title 17, Code of Federal Regulations, and 5
any other definition of ‘‘accredited investor’’ in a rule of 6
the Commission in the same manner as such definition 7
is revised under subsection (a). 8
TITLE VI—RETIREMENT FAIR-9
NESS FOR CHARITIES AND 10
EDUCATIONAL INSTITUTIONS 11
SEC. 3601. SHORT TITLE. 12
This title may be cited as the ‘‘Retirement Fairness 13
for Charities and Educational Institutions Act of 2023’’. 14
SEC. 3602. ENHANCEMENT OF 403(b) PLANS. 15
(a) A
MENDMENTS TO THE INVESTMENTCOMPANY 16
A
CT OF1940.—Section 3(c)(11) of the Investment Com-17
pany Act of 1940 (15 U.S.C. 80a–3(c)(11)) is amended 18
to read as follows: 19
‘‘(11) Any— 20
‘‘(A) employee’s stock bonus, pension, or 21
profit-sharing trust which meets the require-22
ments for qualification under section 401 of the 23
Internal Revenue Code of 1986; 24
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‘‘(B) custodial account meeting the re-1
quirements of section 403(b)(7) of such Code; 2
‘‘(C) governmental plan described in sec-3
tion 3(a)(2)(C) of the Securities Act of 1933; 4
‘‘(D) collective trust fund maintained by a 5
bank consisting solely of assets of one or 6
more— 7
‘‘(i) trusts described in subparagraph 8
(A); 9
‘‘(ii) government plans described in 10
subparagraph (C); 11
‘‘(iii) church plans, companies, or ac-12
counts that are excluded from the defini-13
tion of an investment company under para-14
graph (14) of this subsection; or 15
‘‘(iv) plans which meet the require-16
ments of section 403(b) of the Internal 17
Revenue Code of 1986 if— 18
‘‘(I) such plan is subject to title 19
I of the Employee Retirement Income 20
Security Act of 1974 (29 U.S.C. 1001 21
et seq.); 22
‘‘(II) any employer making such 23
plan available agrees to serve as a fi-24
duciary for the plan with respect to 25
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the selection of the plan’s investments 1
among which participants can choose; 2
or 3
‘‘(III) such plan is a govern-4
mental plan (as defined in section 5
414(d) of such Code); or 6
‘‘(E) separate account the assets of which 7
are derived solely from— 8
‘‘(i) contributions under pension or 9
profit-sharing plans which meet the re-10
quirements of section 401 of the Internal 11
Revenue Code of 1986 or the requirements 12
for deduction of the employer’s contribu-13
tion under section 404(a)(2) of such Code; 14
‘‘(ii) contributions under govern-15
mental plans in connection with which in-16
terests, participations, or securities are ex-17
empted from the registration provisions of 18
section 5 of the Securities Act of 1933 by 19
section 3(a)(2)(C) of such Act; 20
‘‘(iii) advances made by an insurance 21
company in connection with the operation 22
of such separate account; and 23
‘‘(iv) contributions to a plan described 24
in subparagraph (D)(iv).’’. 25
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(b) AMENDMENTS TO THE SECURITIESACT OF 1
1933.—Section 3(a)(2) of the Securities Act of 1933 (15 2
U.S.C. 77c(a)(2)) is amended— 3
(1) by striking ‘‘or (D)’’ and inserting ‘‘(D) a 4
plan which meets the requirements of section 403(b) 5
of such Code if (i) such plan is subject to title I of 6
the Employee Retirement Income Security Act of 7
1974 (29 U.S.C. 1001 et seq.), (ii) any employer 8
making such plan available agrees to serve as a fidu-9
ciary for the plan with respect to the selection of the 10
plan’s investments among which participants can 11
choose, or (iii) such plan is a governmental plan (as 12
defined in section 414(d) of such Code); or (E)’’; 13
(2) by striking ‘‘(C), or (D)’’ and inserting 14
‘‘(C), (D), or (E)’’; and 15
(3) by striking ‘‘(iii) which is a plan funded’’ 16
and inserting ‘‘(iii) in the case of a plan not de-17
scribed in subparagraph (D), which is a plan fund-18
ed’’. 19
(c) A
MENDMENTS TO THE SECURITIESEXCHANGE 20
A
CT OF1934.—Section 3(a)(12)(C) of the Securities Ex-21
change Act of 1934 (15 U.S.C. 78c(a)(12)(C)) is amend-22
ed— 23
(1) by striking ‘‘or (iv)’’ and inserting ‘‘(iv) a 24
plan which meets the requirements of section 403(b) 25
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of such Code if (I) such plan is subject to title I of 1
the Employee Retirement Income Security Act of 2
1974 (29 U.S.C. 1001 et seq.), (II) any employer 3
making such plan available agrees to serve as a fidu-4
ciary for the plan with respect to the selection of the 5
plan’s investments among which participants can 6
choose, or (III) such plan is a governmental plan (as 7
defined in section 414(d) of such Code), or (v)’’; 8
(2) by striking ‘‘(ii), or (iii)’’ and inserting 9
‘‘(ii), (iii), or (iv)’’; and 10
(3) by striking ‘‘(II) is a plan funded’’ and in-11
serting ‘‘(II) in the case of a plan not described in 12
clause (iv), is a plan funded’’. 13
Æ
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