Us Congress 2023-2024 Regular Session

Us Congress Senate Bill SB3298 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	II
2	2	118THCONGRESS
3	3	1
4	4	STSESSION S. 3298
5	5	To require the Securities and Exchange Commission to revise the rules
6	6	of the Commission relating to general solicitation or general advertising,
7	7	and for other purposes.
8	8	IN THE SENATE OF THE UNITED STATES
9	9	NOVEMBER14 (legislative day, NOVEMBER13), 2023
10	10	Mr. M
11	11	URPHY(for himself, Ms. SINEMA, and Mr. TILLIS) introduced the fol-
12	12	lowing bill; which was read twice and referred to the Committee on Bank-
13	13	ing, Housing, and Urban Affairs
14	14	A BILL
15	15	To require the Securities and Exchange Commission to revise
16	16	the rules of the Commission relating to general solicita-
17	17	tion or general advertising, and for other purposes.
18	18	Be it enacted by the Senate and House of Representa-1
19	19	tives of the United States of America in Congress assembled, 2
20	20	SECTION 1. SHORT TITLE. 3
21	21	This Act may be cited as the ‘‘Helping Angels Lead 4
22	22	Our Startups Act of 2023’’ or the ‘‘HALOS Act of 2023’’. 5
23	23	SEC. 2. HELPING ANGELS LEAD OUR STARTUPS. 6
24	24	(a) D
25	25	EFINITIONS.—In this section, and for the pur-7
26	26	poses of the revisions required under subsection (b)— 8
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29	29	•S 3298 IS
30	30	(1) the term ‘‘angel investor group’’ means any 1
31	31	group that— 2
32	32	(A) is composed of accredited investors 3
33	33	who are interested in investing personal capital 4
34	34	in early-stage companies; 5
35	35	(B) holds regular meetings and has defined 6
36	36	processes and procedures for making invest-7
37	37	ment decisions, either individually or among the 8
38	38	membership of the group as a whole; and 9
39	39	(C) is neither associated nor affiliated with 10
40	40	brokers, dealers, or investment advisers; and 11
41	41	(2) the term ‘‘issuer’’ means an issuer that— 12
42	42	(A) is a business; 13
43	43	(B) is not in bankruptcy or receivership; 14
44	44	and 15
45	45	(C) is not a blank check, blind pool, or 16
46	46	shell company. 17
47	47	(b) C
48	48	LARIFICATION OFGENERALSOLICITATION.— 18
49	49	(1) I
50	50	N GENERAL.—Not later than 180 days 19
51	51	after the date of enactment of this Act, the Securi-20
52	52	ties and Exchange Commission shall revise sections 21
53	53	230.500 through 230.508 of title 17, Code of Fed-22
54	54	eral Regulations (referred to in this subsection as 23
55	55	‘‘Regulation D’’), to require that, in carrying out the 24
56	56	prohibition against general solicitation or general ad-25
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59	59	•S 3298 IS
60	60	vertising under section 230.502(c) of title 17, Code 1
61	61	of Federal Regulations, the prohibition shall not 2
62	62	apply to a presentation or other communication 3
63	63	made by or on behalf of an issuer at an event— 4
64	64	(A) sponsored by— 5
65	65	(i) the United States; 6
66	66	(ii) any territory of the United States; 7
67	67	(iii) the District of Columbia; 8
68	68	(iv) any State; 9
69	69	(v) a political subdivision of any State 10
70	70	or territory; 11
71	71	(vi) an agency or public instrumen-12
72	72	tality of any entity described in clauses (i) 13
73	73	through (v); 14
74	74	(vii) a college, university, or other in-15
75	75	stitution of higher education; 16
76	76	(viii) a nonprofit organization; 17
77	77	(ix) an angel investor group; 18
78	78	(x) a venture forum, venture capital 19
79	79	association, or trade association; or 20
80	80	(xi) any other group, person, or entity 21
81	81	that the Securities and Exchange Commis-22
82	82	sion may, by rule, determine to be appro-23
83	83	priate; 24
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86	86	•S 3298 IS
87	87	(B) where any advertising for the event 1
88	88	does not reference any specific offering of secu-2
89	89	rities by the issuer; 3
90	90	(C) the sponsor of which— 4
91	91	(i) does not make investment rec-5
92	92	ommendations or provide investment ad-6
93	93	vice to attendees of the event; 7
94	94	(ii) does not engage in an active role 8
95	95	in any investment negotiations between the 9
96	96	issuer and investors attending the event; 10
97	97	(iii) does not charge attendees of the 11
98	98	event any fees other than reasonable ad-12
99	99	ministrative fees; 13
100	100	(iv) does not receive any compensation 14
101	101	for— 15
102	102	(I) making introductions between 16
103	103	investors attending the event and 17
104	104	issuers; or 18
105	105	(II) investment negotiations be-19
106	106	tween the parties described in sub-20
107	107	clause (I); 21
108	108	(v) makes readily available to 22
109	109	attendees of the event a disclosure not 23
110	110	longer than 1 page in length, as prescribed 24
111	111	by the Securities and Exchange Commis-25
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114	114	•S 3298 IS
115	115	sion, describing the nature of the event 1
116	116	and the risks of investing in the issuers 2
117	117	presenting at the event; and 3
118	118	(vi) does not receive any compensation 4
119	119	with respect to the event that would re-5
120	120	quire registration of the sponsor as— 6
121	121	(I) a broker or a dealer under the 7
122	122	Securities Exchange Act of 1934 (15 8
123	123	U.S.C. 78a et seq.); or 9
124	124	(II) an investment advisor under 10
125	125	the Investment Advisers Act of 1940 11
126	126	(15 U.S.C. 80b–1 et seq.); and 12
127	127	(D) where no specific information regard-13
128	128	ing an offering of securities by the issuer is 14
129	129	communicated or distributed by or on behalf of 15
130	130	the issuer, other than— 16
131	131	(i) that the issuer is in the process of 17
132	132	offering securities or planning to offer se-18
133	133	curities; 19
134	134	(ii) the type and amount of securities 20
135	135	being offered; 21
136	136	(iii) the amount of securities being of-22
137	137	fered that have already been subscribed 23
138	138	for; and 24
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141	141	•S 3298 IS
142	142	(iv) the intended use of proceeds of 1
143	143	the offering. 2
144	144	(2) R
145	145	ULE OF CONSTRUCTION .—Paragraph (1) 3
146	146	may only be construed as requiring the Securities 4
147	147	and Exchange Commission to amend Regulation D 5
148	148	with respect to presentations and communications 6
149	149	and not with respect to purchases or sales. 7
150	150	(3) N
151	151	O PRE-EXISTING SUBSTANTIVE RELATION -8
152	152	SHIP BY REASON OF EVENT .—Attendance at an 9
153	153	event described in paragraph (1) shall not qualify, 10
154	154	by itself, as establishing a pre-existing substantive 11
155	155	relationship between an issuer and a purchaser for 12
156	156	the purposes of section 230.506(b) of title 17, Code 13
157	157	of Federal Regulations. 14
158	158	Æ
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