In the nature of a substitute.

SA 1833. Mr. REID (for Mr. Reed (for himself, Ms. Landrieu, Mr.
Levin, Mr. Brown of Ohio, Mr. Merkley, Mr. Akaka, Mr. Whitehouse, Mr.
Franken, Mr. Harkin, and Mr. Durbin)) proposed an amendment to the bill
H.R. 3606, to increase American job creation and economic growth by
improving access to the public capital markets for emerging growth
companies; as follows:

Strike all after the enacting clause and insert the
following:

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

(a) Short Title.--This Act may be cited as the ``Invigorate
New Ventures and Entrepreneurs to Succeed Today in America
Act of 2012'' or the ``INVEST in America Act of 2012''.
(b) Table of Contents.--The table of contents for this Act
is as follows:

Sec. 1. Short title; table of contents.

TITLE I--SMALL COMPANY CAPITAL FORMATION

Sec. 101. Short title.
Sec. 102. Authority to exempt certain securities.
Sec. 103. Study on the impact of State blue sky laws on regulation a
offerings.
Sec. 104. Study and report on effects of exemption.

TITLE II--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH
COMPANIES

Sec. 201. Short title.
Sec. 202. Definitions.
Sec. 203. Disclosure obligations.
Sec. 204. Internal controls audit.
Sec. 205. Auditing standards.
Sec. 206. Availability of information about emerging growth companies.
Sec. 207. Opt-in right for emerging growth companies.
Sec. 208. Review of tick size on market liquidity.
Sec. 209. Other matters.

TITLE III--CROWDFUNDING

Sec. 301. Short title.
Sec. 302. Crowdfunding exemption.
Sec. 303. Exclusion of crowdfunding investors from shareholder cap.
Sec. 304. Funding portal regulation.
Sec. 305. Relationship with State law.
Sec. 306. Reports to Congress.

TITLE IV--EXPORT-IMPORT BANK REAUTHORIZATION

Sec. 401. Short title.
Sec. 402. Extension of authority.
Sec. 403. Foreign Credit Insurance Association.
Sec. 404. Technical correction.
Sec. 405. Sub-Saharan Africa Advisory Committee.
Sec. 406. Aggregate loan, guarantee, and insurance authority.
Sec. 407. Dual use exports.
Sec. 408. Modifications to provisions relating to textiles.
Sec. 409. Review and report on domestic content policy.
Sec. 410. Strategic plan.
Sec. 411. Review and report on Bank's information technology
infrastructure.
Sec. 412. Study by the Comptroller General on risk management.
Sec. 413. Renewable energy and energy efficiency technologies.
Sec. 414. Transparency and accountability of bank financing.
Sec. 415. Annual competitiveness report.
Sec. 416. Prohibitions on financing for certain persons involved in
sanctionable activities with respect to Iran.

TITLE V--SMALL BUSINESS INVESTMENT COMPANIES AND LOAN REFINANCING
EXTENSION

Sec. 501. Maximum leverage under title III of the Small Business
Investment Act of 1958.
Sec. 502. Low-interest refinancing under the Local Development Business
Loan Program.

TITLE VI--PRIVATE COMPANY FLEXIBILITY AND GROWTH

Sec. 601. Short title.
Sec. 602. Threshold for registration.
Sec. 603. Treatment of employee securities.
Sec. 604. Commission rulemaking.
Sec. 605. Commission study of enforcement authority under Rule 12g5 1.

TITLE VII--ACCESS TO CAPITAL FOR JOB CREATORS

Sec. 701. Short title.
Sec. 702. Modification of exemption.

TITLE I--SMALL COMPANY CAPITAL FORMATION

SEC. 101. SHORT TITLE.

This title may be cited as the ``Small Company Capital
Formation Act of 2012''.

SEC. 102. AUTHORITY TO EXEMPT CERTAIN SECURITIES.

(a) In General.--Section 3(b) of the Securities Act of 1933
(15 U.S.C. 77c(b)) is amended--
(1) by striking ``(b) The Commission'' and inserting the
following:
``(b) Additional Exemptions.--
``(1) Small issues exemptive authority.--The Commission'';
and
(2) by adding at the end the following:
``(2) Additional issues.--The Commission shall, by rule or
regulation, add a class of securities to the securities
exempted pursuant to this section in accordance with the
following terms and conditions:
``(A) The aggregate offering amount of all securities
offered and sold by the issuer within the preceding 36-month
period in reliance on such exemption, including the immediate
offering, shall not exceed $50,000,000.
``(B) The securities may be offered and sold publicly.
``(C) The securities shall not be restricted securities,
within the meaning of the Federal securities laws and the
regulations promulgated thereunder.
``(D) The civil liability provision in section 12(a)(2)
shall apply to any person offering or selling such
securities.
``(E) The issuer may solicit interest in the offering prior
to filing any offering statement, on such terms and
conditions as the Commission may prescribe in the public
interest or for the protection of investors.
``(F) The Commission shall require the issuer to file
audited financial statements with the Commission as part of
the offering statement and annually thereafter.
``(G) Such other terms, conditions, or requirements as the
Commission may determine necessary in the public interest and
for the protection of investors, which may include--
``(i) a requirement that the issuer prepare and
electronically file with the Commission and distribute to
prospective investors an offering statement, and any related
documents, in such form and with such content as prescribed
by the Commission, including audited financial statements and
a description of the issuer's business operations, its
financial condition, its corporate governance principles, its
use of investor funds, and other appropriate matters; and
``(ii) disqualification provisions under which the
exemption shall not be available to the issuer or its
predecessors, affiliates, officers, directors, underwriters,
or other related persons, which shall be substantially
similar to the disqualification provisions contained in the
regulations adopted in accordance with section 926 of the
Investor Protection and Securities Reform Act of 2010 (15
U.S.C. 77d note).
``(3) Limitation.--Only equity securities, debt securities,
and debt securities convertible or exchangeable to equity
interests, including any guarantees of such securities, may
be exempted under a rule or regulation adopted pursuant to
paragraph (2).
``(4) Periodic disclosures.--Upon such terms and conditions
as the Commission determines necessary in the public interest
and

[[Page S1748]]

for the protection of investors, the Commission, by rule or
regulation, shall require an issuer of a class of securities
exempted under paragraph (2) to make available to investors
and file with the Commission periodic disclosures regarding
the issuer, its business operations, its financial condition,
its corporate governance principles, its use of investor
funds, and other appropriate matters, and also may provide
for the suspension and termination of such a requirement with
respect to that issuer.''.
(b) Treatment as Covered Securities for Purposes of
NSMIA.--Section 18(b)(4) of the Securities Act of 1933 (15
U.S.C. 77r(b)(4)) is amended--
(1) in subparagraph (C), by striking ``; or'' at the end
and inserting a semicolon;
(2) by redesignating subparagraph (D) as subparagraph (E);
and
(3) by inserting after subparagraph (C) the following:
``(D) a rule or regulation adopted pursuant to section
3(b)(2), and such security is--
``(i) offered or sold on a national securities exchange; or
``(ii) offered or sold to a qualified purchaser, as defined
by the Commission pursuant to paragraph (3) with respect to
that purchase or sale; or''.
(c) Conforming Amendment.--Section 4(5) of the Securities
Act of 1933 (15 U.S.C. 77d(5)) is amended by striking
``section 3(b)'' and inserting ``section 3(b)(1)''.

SEC. 103. STUDY ON THE IMPACT OF STATE BLUE SKY LAWS ON
REGULATION A OFFERINGS.

Not later than 3 months after the date of enactment of this
Act, the Comptroller General of the United States shall--
(1) conduct a study on the impact of State laws regulating
securities offerings (commonly referred to as ``Blue Sky
laws'') on offerings made under Regulation A of the
Securities and Exchange Commission (17 C.F.R. 230.251 et
seq.); and
(2) transmit a report on the findings of the study to the
Committee on Banking, Housing, and Urban Affairs of the
Senate and the Committee on Financial Services of the House
of Representatives.

SEC. 104. STUDY AND REPORT ON EFFECTS OF EXEMPTION.

The Commission, in consultation with State securities
administrators with respect to issues over which they have
jurisdiction, shall submit a report to the Committee on
Banking, Housing, and Urban Affairs of the Senate and the
Committees on Commerce and Financial Services of the House of
Representatives 5 years after the date of enactment of this
Act on--
(1) the nature, timing, and extent of offerings and
issuances in reliance on the exemption under paragraph (2) of
section 3(b) of the Securities Act of 1933, as added by this
title, during each year of that 5-year period;
(2) an assessment of the risks posed and protections
available to investors related to offerings or issuances
under such exemption;
(3) the incidence of errors, omissions, misstatements, or
fraud associated with offerings in reliance on such
exemption;
(4) the impact of such exemption on capital formation for
small businesses;
(5) any adjustments to such exemption necessary to protect
investors and promote capital formation;
(6) an analysis of the effectiveness and limitations of the
civil liability provisions under the Federal securities laws
applicable to offerings and issuances in reliance on such
exemption, and to any reports or other filings required to be
filed by the issuers of such securities with the Commission;
and
(7) such other factors as the Commission determines
appropriate for inclusion.

TITLE II--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH
COMPANIES

SEC. 201. SHORT TITLE.

This title may be cited as the ``Reopening American Capital
Markets to Emerging Growth Companies Act of 2012''.

SEC. 202. DEFINITIONS.

(a) Securities Act of 1933.--Section 2(a) of the Securities
Act of 1933 (15 U.S.C. 77b(a)) is amended by adding at the
end the following:
``(19) The term `emerging growth company' means an issuer
that had total annual gross revenues of less than
$350,000,000 during its most recently completed fiscal year.
An issuer that is an emerging growth company as of the first
day of that fiscal year and that has completed a sale of
common equity securities pursuant to an effective
registration statement under this title shall continue to be
deemed an emerging growth company until the earliest of--
``(A) the last day of the fiscal year of the issuer during
which it had total annual gross revenues of $350,000,000 or
more;
``(B) the last day of the fiscal year of the issuer in
which the fifth anniversary of the date of the first sale of
common equity securities of the issuer pursuant to an
effective registration statement under this title occurs;
``(C) the date on which such issuer is deemed to be a
`large accelerated filer', as defined in section 240.12b 2 of
title 17, Code of Federal Regulations (or any successor
thereto); or
``(D) the date on which the issuer has, during the previous
3-year period, issued in excess of an aggregate of
$1,000,000,000 of securities, other than common equity,
whether or not such securities were issued in transactions
registered under this title.''.
(b) Securities Exchange Act of 1934.--Section 3(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is
amended--
(1) by redesignating the second paragraph designated as
paragraph (77) (relating to asset-backed securities) as
paragraph (79); and
(2) by adding at the end the following:
``(80) The term `emerging growth company' means an issuer
that had total annual gross revenues of less than
$350,000,000 during its most recently completed fiscal year.
An issuer that is an emerging growth company as of the first
day of that fiscal year and that has completed a sale of
common equity securities pursuant to an effective
registration statement under the Securities Act of 1933 shall
continue to be deemed an emerging growth company until the
earliest of--
``(A) the last day of the fiscal year of the issuer during
which it had total annual gross revenues of $350,000,000 or
more;
``(B) the last day of the fiscal year of the issuer in
which the fifth anniversary of the date of the first sale of
common equity securities of the issuer pursuant to an
effective registration statement under the Securities Act of
1933 occurs;
``(C) the date on which such issuer is deemed to be a
`large accelerated filer', as defined in section 240.12b 2 of
title 17, Code of Federal Regulations (or any successor
thereto); or
``(D) the date on which the issuer has, during the previous
3-year period, issued in excess of an aggregate of
$1,000,000,000 of securities, other than common equity,
whether or not such securities were issued in transactions
registered under this title.''.
(c) Other Definitions.--As used in this title, the
following definitions shall apply:
(1) Commission.--The term ``Commission'' means the
Securities and Exchange Commission.
(2) Initial public offering date.--The term ``initial
public offering date'' means the date of the first sale of
common equity securities of an issuer pursuant to an
effective registration statement under the Securities Act of
1933.
(d) Effective Date.--Notwithstanding section 2(a)(19) of
the Securities Act of 1933 and section 3(a)(80) of the
Securities Exchange Act of 1934, as added by this section, an
issuer shall not be an emerging growth company for purposes
of such Acts if the first sale of common equity securities of
such issuer pursuant to an effective registration statement
under the Securities Act of 1933 occurred on or before the
date of enactment of this Act.

SEC. 203. DISCLOSURE OBLIGATIONS.

(a) Financial Disclosures.--
(1) Securities act of 1933.--Section 7(a) of the Securities
Act of 1933 (15 U.S.C. 77g(a)) is amended by adding at the
end the following: ``An emerging growth company need not
present more than 2 years of audited financial statements in
order for the registration statement of such emerging growth
company with respect to an initial public offering of its
common equity securities to be effective, and in a
registration statement for an initial public offering and in
registration statements to be filed with the Commission
following an issuer's initial public offering, an emerging
growth company need not present selected financial data in
accordance with section 229.301 of title 17, Code of Federal
Regulations (or any successor thereto) for any period prior
to the earliest audited period presented in connection with
its initial public offering.''.
(2) Securities exchange act of 1934.--Section 13(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a)) is amended
by adding at the end the following: ``In any registration
statement, periodic report, or other reports to be filed with
the Commission, an emerging growth company need not present
selected financial data in accordance with section 229.301 of
title 17, Code of Federal Regulations (or any successor
thereto) for any period prior to the earliest audited period
presented in connection with its first registration statement
that became effective under this title or the Securities Act
of 1933 (15 U.S.C. 77a et seq.).''.
(b) Other Disclosures.--An emerging growth company may
comply with section 229.303(a) of title 17, Code of Federal
Regulations (or any successor thereto), by providing
information required by such section with respect to the
financial statements of the emerging growth company for each
period presented pursuant to subsection (b). An emerging
growth company may comply with section 229.402 of title 17,
Code of Federal Regulations (or any successor thereto), by
disclosing the same information as any issuer with a market
value of outstanding voting and nonvoting common equity held
by non-affiliates of less than $75,000,000.

SEC. 204. INTERNAL CONTROLS AUDIT.

Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7262(b)) is amended by inserting ``, other than an issuer
that is an emerging growth company (as defined in section 3
of the Securities Exchange Act of 1934),'' before ``shall
attest to''.

SEC. 205. AUDITING STANDARDS.

Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (15
U.S.C. 7213(a)(3)) is amended by adding at the end the
following:
``(C) Transition period for emerging growth companies.--Any
rules of the Board requiring mandatory audit firm rotation
shall not apply to an audit of an emerging growth company, as
defined in section 3 of the Securities Exchange Act of 1934.
Any such additional rules requiring mandatory audit firm
rotation that are adopted by the Board after the date of
enactment of this

[[Page S1749]]

subparagraph shall not apply to an audit of any emerging
growth company if the Commission determines that the
application of such additional requirements to emerging
growth companies is not necessary or appropriate in the
public interest.''.

SEC. 206. AVAILABILITY OF INFORMATION ABOUT EMERGING GROWTH
COMPANIES.

(a) Provision of Research.--Section 2(a)(3) of the
Securities Act of 1933 (15 U.S.C. 77b(a)(3)) is amended by
adding at the end the following: ``The publication or
distribution by a broker or dealer of a research report about
an emerging growth company that is the subject of a proposed
public offering of the common equity securities of such
emerging growth company pursuant to a registration statement
that the issuer proposes to file, or has filed, or that is
effective shall be deemed for purposes of section 5(c) and
paragraph (10) of this subsection not to constitute an offer
for sale or offer to sell a security, provided that any
research report published or distributed by a broker or
dealer that is participating or will participate in the
registered offering that is published or distributed in
reliance on such exemption complies with such restrictions,
disclosure, and filing requirements as the Commission shall
determine, including that such research report does not
contain any recommendations to purchase or sell such
securities. As used in this paragraph, the term `research
report' means a written or electronic communication that
includes an analysis of an equity security or an issuer.''
(b) Expanding Permissible Communications.--Section 5 of the
Securities Exchange Act of 1933 (15 U.S.C. 77e) is amended--
(1) by redesignating subsection (d) as subsection (e); and
(2) by inserting after subsection (c) the following:
``(d) Limitation.--
``(1) In general.--Notwithstanding any other provision of
this section, an emerging growth company or any person
authorized to act on behalf of an emerging growth company may
engage in oral or written communications with potential
investors that are qualified institutional buyers, as such
term is defined in section 230.144A of title 17, Code of
Federal Regulations (or any successor thereto), to determine
whether such investors might have an interest in a
contemplated securities offering, prior to the date of filing
of a registration statement with respect to such securities
with the Commission, subject to the requirement of subsection
(b)(2).
``(2) Written communications.--All written communications
(as such term is defined in section 203.405 of title 17, Code
of Federal Regulations (or any successor thereto)) provided
to potential investors in accordance with this subsection
shall be--
``(A) filed by the issuer promptly with the Commission by
the later of the date of the filing of the registration
statement or the date on which the written communication is
first used; and
``(B) deemed to be a prospectus for purposes of section
12(a)(2) (15 U.S.C. 77l(a)(2)).''.

SEC. 207. OPT-IN RIGHT FOR EMERGING GROWTH COMPANIES.

(a) In General.--With respect to an exemption provided to
emerging growth companies under this title or an amendment
made by this title, an emerging growth company may choose to
forgo such exemption and instead comply with the requirements
that apply to an issuer that is not an emerging growth
company.
(b) Special Rule.--If an emerging growth company chooses to
comply with such standards to the same extent that a non-
emerging growth company is required to comply with such
standards, the emerging growth company--
(1) shall--
(A) make such choice at the time at which the company is
first required to file a registration statement, periodic
report, or other report with the Commission under section 13
of the Securities Exchange Act of 1934; and
(B) notify the Securities and Exchange Commission of such
choice;
(2) may not select some standards to comply with in such
manner and not others, but shall comply with all such
standards, to the same extent that a non-emerging growth
company is required to comply with such standards; and
(3) shall continue to comply with such standards, to the
same extent that a non-emerging growth company is required to
comply with such standards, for as long as the company
remains an emerging growth company.

SEC. 208. REVIEW OF TICK SIZE ON MARKET LIQUIDITY.

Section 11A(c) of the Securities Exchange Act of 1934 (15
U.S.C. 78k 1(c)) is amended by adding at the end the
following new paragraph:
``(6) Tick size.--
``(A) Study and report.--
``(i) Study.--The Commission shall conduct a study
examining the transition to trading and quoting securities in
one penny increments, also known as `decimalization', which
shall examine--

``(I) the impact that decimalization has had on the number
of initial public offerings since its implementation relative
to the period before its implementation;
``(II) the impact that such change has had on liquidity for
small and middle capitalization company securities; and
``(III) whether there is sufficient economic incentive to
support trading operations in these securities in penny
increments.

``(ii) Report.--Not later than 270 days after the date of
enactment of this paragraph, the Commission shall submit to
Congress a report on the findings of the study required by
clause (i).
``(B) Designation.--If the Commission determines after the
study under subparagraph (A) that the securities of emerging
growth companies should be quoted and traded using a minimum
increment of greater than $0.01, the Commission may, by rule
not later than 180 days after the date of submission of the
report under subparagraph (A)(ii), designate a minimum
increment for the securities of emerging growth companies
that is greater than $0.01 but less than $0.10 for use in all
quoting and trading of securities in any exchange or other
execution venue.''.

SEC. 209. OTHER MATTERS.

(a) Confidential Submission.--Section 6 of the Securities
Act of 1933 (15 U.S.C. 77f) is amended by adding at the end
the following:
``(e) Emerging Growth Companies.--
``(1) In general.--Any emerging growth company, prior to
its initial public offering date, may confidentially submit
to the Commission a draft registration statement, for
confidential nonpublic review by the staff of the Commission
prior to public filing, provided that the initial
confidential submission and all amendments thereto shall be
publicly filed with the Commission not later than 30 days
before the date on which the issuer conducts a road show, as
such term is defined in section 230.433(h)(4) of title 17,
Code of Federal Regulations (or any successor thereto).
``(2) Confidentiality.--Notwithstanding any other provision
of this title, the Commission shall not be compelled to
disclose any information provided to or obtained by the
Commission pursuant to this subsection. For purposes of
section 552 of title 5, United States Code, this subsection
shall be considered a statute described in subsection
(b)(3)(B) of such section 552. Information described in or
obtained pursuant to this subsection shall be deemed to
constitute confidential information for purposes of section
24(b)(2) of the Securities Exchange Act of 1934.
``(3) Fees.--The Commission may assess such fees and
charges for the submission of a draft registration statement
by an emerging growth company pursuant to this section as the
Commission determines to be reasonable. Notwithstanding any
other provision of law, such fees and charges shall be
available for use by the Commission for the purpose of
administering the provisions of this subsection.''.
(b) Study and Report.--Not later than 3 years after the
date of enactment of this Act, the Comptroller General of the
United States shall conduct a study of, and submit to the
Committee on Banking, Housing, and Urban Affairs of the
Senate and the Committee on Financial Services of the House
of Representatives a report on, the implementation of the
provisions of this title, as well as on the state of the
public markets for initial public offerings, that includes an
evaluation of--
(1) the effect of the framework established under this
title on facilitating initial public offerings and, if
appropriate, ways to improve such framework; and
(2) the adequacy of safeguards and protections for
investors in emerging growth companies and, if appropriate,
ways to improve such safeguards and protections.

TITLE III--CROWDFUNDING

SEC. 301. SHORT TITLE.

This title may be cited as the ``Capital Raising Online
While Deterring Fraud and Unethical Non-Disclosure Act of
2012'' or the ``CROWDFUND Act''.

SEC. 302. CROWDFUNDING EXEMPTION.

(a) Securities Act of 1933.--Section 4 of the Securities
Act of 1933 (15 U.S.C. 77d) is amended by adding at the end
the following:
``(6) transactions involving the offer or sale of
securities by an issuer (including all entities controlled by
or under common control with the issuer), provided that--
``(A) the aggregate amount sold to all investors by the
issuer, including any amount sold in reliance on the
exemption provided under this paragraph during the 12-month
period preceding the date of such transaction, is not more
than $1,000,000;
``(B) the aggregate amount sold to any investor by an
issuer, including any amount sold in reliance on the
exemption provided under this paragraph during the 12-month
period preceding the date of such transaction, does not
exceed--
``(i) the greater of $2,000 or 5 percent of the annual
income or net worth of such investor, as applicable, if
either the annual income or the net worth of the investor is
less than $100,000; and
``(ii) 10 percent of the annual income or net worth of such
investor, as applicable, not to exceed a maximum aggregate
amount sold of $100,000, if either the annual income or net
worth of the investor is equal to or more than $100,000;
``(C) the transaction is conducted through a broker or
funding portal that complies with the requirements of section
4A(a); and
``(D) the issuer complies with the requirements of section
4A(b).''.
(b) Requirements To Qualify for Crowdfunding Exemption.--
The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended
by inserting after section 4 the following:

[[Page S1750]]

``SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL
TRANSACTIONS.

``(a) Requirements on Intermediaries.--A person engaged in
the business of effecting transactions in securities for the
account of others pursuant to section 4(6) shall--
``(1) register with the Commission as--
``(A) a broker; or
``(B) a funding portal (as defined in section 3(a)(80) of
the Securities Exchange Act of 1934);
``(2) register with any applicable self-regulatory
organization (as defined in section 3(a)(26) of the
Securities Exchange Act of 1934);
``(3) provide such disclosures, including disclosures
related to risks and other investor education materials, as
the Commission shall, by rule, determine appropriate;
``(4) ensure that each investor--
``(A) reviews investor-education information, in accordance
with standards established by the Commission, by rule;
``(B) positively affirms that the investor understands that
the investor is risking the loss of the entire investment,
and that the investor could bear such a loss; and
``(C) answers questions demonstrating--
``(i) an understanding of the level of risk generally
applicable to investments in startups, emerging businesses,
and small issuers;
``(ii) an understanding of the risk of illiquidity; and
``(iii) an understanding of such other matters as the
Commission determines appropriate, by rule;
``(5) take such measures to reduce the risk of fraud, money
laundering, or other misconduct with respect to such
transactions, as established by the Commission, by rule,
including obtaining a background and securities enforcement
regulatory history check on each officer, director, and
person holding more than 20 percent of the outstanding equity
of every issuer whose securities are offered by such person;
``(6) not later than 21 days prior to the first day on
which securities are sold to any investor (or such other
period as the Commission may establish), make available to
the Commission and to potential investors any information
provided by the issuer pursuant to subsection (b);
``(7) ensure that all offering proceeds are only provided
to the issuer when the aggregate capital raised from all
investors is equal to or greater than a target offering
amount, and allow all investors to cancel their commitments
to invest, as the Commission shall, by rule, determine
appropriate;
``(8) make such efforts as the Commission determines
appropriate, by rule, to ensure that no investor in a 12-
month period has purchased securities offered pursuant to
section 4(6) that, in the aggregate, from all issuers, exceed
the investment limits set forth in section 4(6)(B);
``(9) take such steps to protect the privacy of information
collected from investors as the Commission shall, by rule,
determine appropriate;
``(10) not compensate promoters, finders, or lead
generators for providing the broker or funding portal with
the personal identifying information of any potential
investor;
``(11) prohibit its directors, officers, or partners (or
any person occupying a similar status or performing a similar
function) from having any financial interest in an issuer
using its services; and
``(12) meet such other requirements as the Commission may,
by rule, prescribe, for the protection of investors and in
the public interest.
``(b) Requirements for Issuers.--For purposes of section
4(6), an issuer who offers or sells securities shall--
``(1) be organized under and subject to the laws of a State
or territory of the United States or the District of
Columbia;
``(2) not be--
``(A) subject to the requirement to file reports pursuant
to section 13 or section 15(d) of the Securities Exchange Act
of 1934 (15 U.S.C. 78m, 78p(d)); or
``(B) treated as--
``(i) an investment company, as defined in section 3 of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
``(ii) an issuer excluded from the Investment Company Act
of 1940 (15 U.S.C. 80a et seq.); or
``(iii) such other company as the Commission, by rule or
regulation, determines appropriate;
``(3) file with the Commission and provide to investors and
the relevant broker or funding portal, and make available to
potential investors--
``(A) the name, legal status, physical address, and website
address of the issuer;
``(B) the names of the directors and officers (and any
persons occupying a similar status or performing a similar
function), and each person holding more than 20 percent of
the shares of the issuer;
``(C) a description of the business of the issuer and the
anticipated business plan of the issuer;
``(D) a description of the financial condition of the
issuer, including, for offerings that, together with all
other offerings of the issuer under section 4(6) within the
preceding 12-month period, have, in the aggregate, target
offering amounts of--
``(i) $100,000 or less--

``(I) the income tax returns filed by the issuer for the
most recently completed year (if any); and
``(II) financial statements of the issuer, which shall be
certified by the principal executive officer of the issuer to
be true and complete in all material respects;

``(ii) more than $100,000, but not more than $500,000,
financial statements reviewed by a public accountant who is
independent of the issuer, using professional standards and
procedures for such review or standards and procedures
established by the Commission, by rule, for such purpose; and
``(iii) more than $500,000 (or such other amount as the
Commission may establish, by rule), audited financial
statements;
``(E) a description of the stated purpose and intended use
of the proceeds of the offering sought by the issuer with
respect to the target offering amount;
``(F) the target offering amount, the deadline to reach the
target offering amount, and regular updates regarding the
progress of the issuer in meeting the target offering amount;
``(G) the price to the public of the securities or the
method for determining the price, provided that, prior to
sale, each investor shall be provided in writing the final
price and all required disclosures, with a reasonable
opportunity to rescind the commitment to purchase the
securities;
``(H) a description of the ownership and capital structure
of the issuer, including--
``(i) terms of the securities of the issuer being offered
and each other class of security of the issuer, including how
such terms may be modified, and a summary of the differences
between such securities, including how the rights of the
securities being offered may be materially limited, diluted,
or qualified by the rights of any other class of security of
the issuer;
``(ii) a description of how the exercise of the rights held
by the principal shareholders of the issuer could negatively
impact the purchasers of the securities being offered;
``(iii) the name and ownership level of each existing
shareholder who owns more than 20 percent of any class of the
securities of the issuer;
``(iv) how the securities being offered are being valued,
and examples of methods for how such securities may be valued
by the issuer in the future, including during subsequent
corporate actions; and
``(v) the risks to purchasers of the securities relating to
minority ownership in the issuer, the risks associated with
corporate actions, including additional issuances of shares,
a sale of the issuer or of assets of the issuer, or
transactions with related parties; and
``(I) such other information as the Commission may, by
rule, prescribe, for the protection of investors and in the
public interest;
``(4) not advertise the terms of the offering, except for
notices which direct investors to the funding portal or
broker;
``(5) not compensate or commit to compensate, directly or
indirectly, any person to promote its offerings through
communication channels provided by a broker or funding
portal, without taking such steps as the Commission shall, by
rule, require to ensure that such person clearly discloses
the receipt, past or prospective, of such compensation, upon
each instance of such promotional communication;
``(6) not less than annually, file with the Commission and
provide to investors reports of the results of operations and
financial statements of the issuer, as the Commission shall,
by rule, determine appropriate, subject to such exceptions
and termination dates as the Commission may establish, by
rule; and
``(7) comply with such other requirements as the Commission
may, by rule, prescribe, for the protection of investors and
in the public interest.
``(c) Liability for Material Misstatements and Omissions.--
``(1) Actions authorized.--
``(A) In general.--Subject to paragraph (2), a person who
purchases a security in a transaction exempted by the
provisions of section 4(6) may bring an action against an
issuer described in paragraph (2), either at law or in equity
in any court of competent jurisdiction, to recover the
consideration paid for such security with interest thereon,
less the amount of any income received thereon, upon the
tender of such security, or for damages if such person no
longer owns the security.
``(B) Liability.--An action brought under this paragraph
shall be subject to the provisions of section 12(b) and
section 13, as if the liability were created under section
12(a)(2).
``(2) Applicability.--An issuer shall be liable in an
action under paragraph (1), if the issuer--
``(A) by the use of any means or instruments of
transportation or communication in interstate commerce or of
the mails, by any means of any written or oral communication,
in the offering or sale of a security in a transaction
exempted by the provisions of section 4(6), makes an untrue
statement of a material fact or omits to state a material
fact required to be stated or necessary in order to make the
statements, in the light of the circumstances under which
they were made, not misleading, provided that the purchaser
did not know of such untruth or omission; and
``(B) does not sustain the burden of proof that such issuer
did not know, and in the exercise of reasonable care could
not have known, of such untruth or omission.
``(3) Definition.--As used in this subsection, the term
`issuer' includes any person who is a director or partner of
the issuer, and

[[Page S1751]]

the principal executive officer or officers, principal
financial officer, and controller or principal accounting
officer of the issuer (and any person occupying a similar
status or performing a similar function) that offers or sells
a security in a transaction exempted by the provisions of
section 4(6), and any person who offers or sells the security
in such offering.
``(d) Information Available to States.--The Commission
shall make, or shall cause to be made by the relevant broker
or funding portal, the information described in subsection
(b) and such other information as the Commission, by rule,
determines appropriate, available to the securities
commission (or any agency or office performing like
functions) of each State and territory of the United States
and the District of Columbia.
``(e) Restrictions on Sales.--Securities issued pursuant to
a transaction described in section 4(6)--
``(1) may not be transferred by the purchaser of such
securities during the 1-year period beginning on the date of
purchase, unless such securities are transferred--
``(A) to the issuer of the securities;
``(B) to an accredited investor;
``(C) as part of an offering registered with the
Commission; or
``(D) to a member of the family of the purchaser or the
equivalent, or in connection with the death or divorce of the
purchaser or other similar circumstance, in the discretion of
the Commission; and
``(2) shall be subject to such other limitations as the
Commission shall, by rule, establish.
``(f) Rule of Construction.--Nothing in this section or
section 4(6) shall be construed as preventing an issuer from
raising capital through methods not described under section
4(6).
``(g) Certain Calculations.--
``(1) Dollar amounts.--Dollar amounts in section 4(6) and
subsections (a)(9) and (b)(2) of this section shall be
adjusted by the Commission not less frequently than once
every 5 years, by notice published in the Federal Register to
reflect any change in the Consumer Price Index for All Urban
Consumers published by the Bureau of Labor Statistics.
``(2) Income and net worth.--The income and net worth of a
natural person under section 4(6)(B)(ii) and subsection
(a)(9) of this section shall be calculated in accordance with
any rules of the Commission under this title regarding the
calculation of the income and net worth, respectively, of an
accredited investor.''.
(c) Rulemaking.--Not later than 270 days after the date of
enactment of this Act, the Securities and Exchange Commission
(in this title referred to as the ``Commission'') shall issue
such rules as the Commission determines may be necessary or
appropriate for the protection of investors to carry out
sections 4(6) and section 4A of the Securities Act of 1933,
as added by this title. In carrying out this section, the
Commission shall consult with any securities commission (or
any agency or office performing like functions) of the
States, any territory of the United States, and the District
of Columbia, which seeks to consult with the Commission, and
with any applicable national securities association.
(d) Disqualification.--
(1) In general.--Not later than 270 days after the date of
enactment of this Act, the Commission shall, by rule,
establish disqualification provisions under which--
(A) an issuer shall not be eligible to offer securities
pursuant to section 4(6) of the Securities Act of 1933, as
added by this Act; and
(B) a broker or funding portal shall not be eligible to
effect or participate in transactions pursuant to that
section 4(6).
(2) Inclusions.--Disqualification provisions required by
this subsection shall--
(A) be substantially similar to the provisions of section
230.262 of title 17, Code of Federal Regulations (or any
successor thereto); and
(B) disqualify any offering or sale of securities by a
person that--
(i) is subject to a final order of a State securities
commission (or an agency or officer of a State performing
like functions), a State authority that supervises or
examines banks, savings associations, or credit unions, a
State insurance commission (or an agency or officer of a
State performing like functions), an appropriate Federal
banking agency, or the National Credit Union Administration,
that--

(I) bars the person from--

(aa) association with an entity regulated by such
commission, authority, agency, or officer;
(bb) engaging in the business of securities, insurance, or
banking; or
(cc) engaging in savings association or credit union
activities; or

(II) constitutes a final order based on a violation of any
law or regulation that prohibits fraudulent, manipulative, or
deceptive conduct within the 10-year period ending on the
date of the filing of the offer or sale; or

(ii) has been convicted of any felony or misdemeanor in
connection with the purchase or sale of any security or
involving the making of any false filing with the Commission.

SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS FROM
SHAREHOLDER CAP.

(a) Exemption.--Section 12(g) of the Securities Exchange
Act of 1934 (15 U.S.C. 78l(g)) is amended by adding at the
end the following:
``(6) Exclusion for persons holding certain securities.--
The Commission shall, by rule, exempt, conditionally or
unconditionally, securities acquired pursuant to an offering
made under section 4(6) of the Securities Act of 1933 from
the provisions of this subsection.''.
(b) Rulemaking.--The Commission shall issue a rule to carry
out section 12(g)(6) of the Securities Exchange Act of 1934
(15 U.S.C. 78c), as added by this section, not later than 270
days after the date of enactment of this Act.

SEC. 304. FUNDING PORTAL REGULATION.

(a) Exemption.--
(1) In general.--Section 3 of the Securities Exchange Act
of 1934 (15 U.S.C. 78c) is amended by adding at the end the
following:
``(h) Limited Exemption for Funding Portals.--
``(1) In general.--The Commission shall, by rule, exempt,
conditionally or unconditionally, a registered funding portal
from the requirement to register as a broker or dealer under
section 15(a)(1), provided that such funding portal--
``(A) remains subject to the examination, enforcement, and
other rulemaking authority of the Commission;
``(B) is a member of a national securities association
registered under section 15A; and
``(C) is subject to such other requirements under this
title as the Commission determines appropriate under such
rule.
``(2) National securities association membership.--For
purposes of sections 15(b)(8) and 15A, the term `broker or
dealer' includes a funding portal and the term `registered
broker or dealer' includes a registered funding portal,
except to the extent that the Commission, by rule, determines
otherwise, provided that a national securities association
shall only examine for and enforce against a registered
funding portal rules of such national securities association
written specifically for registered funding portals.''.
(2) Rulemaking.--The Commission shall issue a rule to carry
out section 3(h) of the Securities Exchange Act of 1934 (15
U.S.C. 78c), as added by this subsection, not later than 270
days after the date of enactment of this Act.
(b) Definition.--Section 3(a) of the Securities Exchange
Act of 1934 (15 U.S.C. 78c(a)), as amended by title II of
this Act, is amended by adding at the end the following:
``(81) Funding portal.--The term `funding portal' means any
person engaged in the business of effecting transactions in
securities for the account of others, solely pursuant to
section 4(6) of the Securities Act of 1933 (15 U.S.C.
77d(6)), that does not--
``(A) offer investment advice or recommendations;
``(B) solicit purchases, sales, or offers to buy the
securities offered or displayed on its website or portal;
``(C) compensate employees, agents, or other persons for
such solicitation or based on the sale of securities
displayed or referenced on its website or portal;
``(D) hold, manage, possess, or otherwise handle investor
funds or securities; or
``(E) engage in such other activities as the Commission, by
rule, determines appropriate.''.

SEC. 305. RELATIONSHIP WITH STATE LAW.

(a) In General.--Section 18(b)(4) of the Securities Act of
1933 (15 U.S.C. 77r(b)(4)) is amended--
(1) by redesignating subparagraphs (C) and (D) as
subparagraphs (D) and (E), respectively; and
(2) by inserting after subparagraph (B) the following:
``(C) section 4(6);''.
(b) Clarification of the Preservation of State Enforcement
Authority.--
(1) In general.--The amendments made by subsection (a)
relate solely to State registration, documentation, and
offering requirements, as described under section 18(a) of
Securities Act of 1933 (15 U.S.C. 77r(a)), and shall have no
impact or limitation on other State authority to take
enforcement action with regard to an issuer, funding portal,
or any other person or entity using the exemption from
registration provided by section 4(6) of that Act.
(2) Clarification of state jurisdiction over unlawful
conduct of funding portals and issuers.--Section 18(c)(1) of
the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended
by striking ``with respect to fraud or deceit, or unlawful
conduct by a broker or dealer, in connection with securities
or securities transactions.'' and inserting the following:
``, in connection with securities or securities transactions
``(A) with respect to--
``(i) fraud or deceit; or
``(ii) unlawful conduct by a broker or dealer; and
``(B) in connection to a transaction described under
section 4(6), with respect to--
``(i) fraud or deceit; or
``(ii) unlawful conduct by a broker, dealer, funding
portal, or issuer.''.
(c) Notice Filings Permitted.--Section 18(c)(2) of the
Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended by
adding at the end the following:
``(F) Fees not permitted on crowdfunded securities.--
Notwithstanding subparagraphs (A), (B), and (C), no filing or
fee may be required with respect to any security that is a
covered security pursuant to subsection (b)(4)(B), or will be
such a covered security upon completion of the transaction,
except for the securities commission (or any agency or office
performing like functions) of the State of the principal
place of business of the issuer, or any State in which
purchasers of 50

[[Page S1752]]

percent or greater of the aggregate amount of the issue are
residents, provided that for purposes of this subparagraph,
the term `State' includes the District of Columbia and the
territories of the United States.''.
(d) Funding Portals.--
(1) State exemptions and oversight.--Section 15(i) of the
Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is
amended--
(A) by redesignating paragraphs (2) and (3) as paragraphs
(3) and (4), respectively; and
(B) by inserting after paragraph (1) the following:
``(2) Funding portals.--
``(A) Limitation on state laws.--Except as provided in
subparagraph (B), no State or political subdivision thereof
may enforce any law, rule, regulation, or other
administrative action against a registered funding portal
with respect to its business as such.
``(B) Examination and enforcement authority.--Subparagraph
(A) does not apply with respect to the examination and
enforcement of any law, rule, regulation, or administrative
action of a State or political subdivision thereof in which
the principal place of business of a registered funding
portal is located, provided that such law, rule, regulation,
or administrative action is not in addition to or different
from the requirements for registered funding portals
established by the Commission.
``(C) Definition.--For purposes of this paragraph, the term
`State' includes the District of Columbia and the territories
of the United States.''.
(2) State fraud authority.--Section 18(c)(1) of the
Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by
striking ``or dealer'' and inserting ``, dealer, or funding
portal''.

SEC. 306. REPORTS TO CONGRESS.

(a) In General.--The Commission, after consultation with
the securities commission (or any agency or office performing
like functions) of the States and State attorneys general,
shall submit a report to the Committee on Banking, Housing,
and Urban Affairs of the Senate and the Committee on
Financial Services of the House of Representatives, not later
than 1 year after the date on which the Commission issues
final rules under section 2(c), and every 2 years thereafter
through the date that is 7 years after that date of issuance.
(b) Reports.--Each report provided pursuant to subsection
(a) shall include--
(1) a description of the material risks posed to investors
in securities issued pursuant to section 4(6) of the
Securities Act of 1933, as added by this title, including
risks related to valuations, subsequent corporate actions by
the issuer, dilution of ownership interests or rights, and
any other risks to investors that the Commission shall
determine;
(2) a description of the performance of investments made in
securities issued pursuant to that section 4(6), to the
extent that such information is available to the Commission;
(3) a description of fraud or misconduct allegations
related to issuances made pursuant to that section 4(6),
including a description of actions by and complaints to the
Commission involving material misstatements, material
omissions, or other material problems associated with
offerings in reliance on such exemption, provided that the
description shall be limited to concluded enforcement actions
or information that is otherwise publicly available;
(4) the approximate number of offerings made pursuant to
that section 4(6);
(5) a summary of information relating to purchasers of
securities offered pursuant to that section 4(6), including
investor income and net worth levels, the number of
investments in such offerings made by such investors, and the
average sizes of such investments, to the extent that such
information is available to the Commission;
(6) a summary of information relating to issuers of
securities relying on that section 4(6), including their
asset sizes, revenues, numbers of investors, and the amounts
raised, to the extent that such information is available to
the Commission;
(7) a description of any emerging trends in offerings or
issuances made pursuant to that section 4(6);
(8) recommendations regarding enhancements, including
additional issuer, broker, dealer, or funding portal
requirements, regulatory oversight, or disclosures, that may
improve protections for investors purchasing securities
issued pursuant to that section 4(6); and
(9) any other information that the Commission deems
necessary or appropriate.
(c) State Reports.--
(1) In general.--If the securities commission (or any
agency or office performing like functions) of a State or
State attorney general issues a report in writing to the
Commission identifying any emerging trends that have
undermined investor protections, or other risks pertaining to
investor protection, in offerings or issuances relying upon
section 4(6) of the Securities Act of 1933, as added by this
title, other than in connection with a review conducted by
the Commission pursuant to this section, the Commission
shall--
(A) conduct a preliminary review of such report; and
(B) respond in writing to such report, not later than 120
days after the date of receipt of such report, with the
results of its preliminary review.
(2) Copies of report.--The Commission shall provide a copy
of any report of the securities commission (or any agency or
office performing like functions) of a State or State
attorney general described in paragraph (1) and the response
of the Commission to the Committee on Banking, Housing, and
Urban Affairs of the Senate and the Committee on Financial
Services of the House of Representatives, not later than 90
days after the date on which such response is provided.
(d) Definition of State.--For purposes of this section, the
term ``State'' includes and territory of the United States
and the District of Columbia.

TITLE IV--EXPORT-IMPORT BANK REAUTHORIZATION

SEC. 401. SHORT TITLE.

This title may be cited as the ``Export-Import Bank
Reauthorization Act of 2012''.

SEC. 402. EXTENSION OF AUTHORITY.

Section 7 of the Export-Import Bank Act of 1945 (12 U.S.C.
635f) is amended by striking ``2011'' and inserting ``2015''.

SEC. 403. FOREIGN CREDIT INSURANCE ASSOCIATION.

Section 2(b)(1) of the Export-Import Bank Act of 1945 (12
U.S.C. 635(b)(1)) is amended by striking subparagraph (F).

SEC. 404. TECHNICAL CORRECTION.

Section 2(b)(2)(B)(ii) of the Export-Import Bank Act of
1945 (12 U.S.C. 635(b)(2)(B)(ii)) is amended by striking
subclauses (I), (IV), and (VII) and by redesignating
subclauses (II), (III), (V), (VI), (VIII), and (IX) as
subclauses (I), (II), (III), (IV), (V), and (VI),
respectively.

SEC. 405. SUB-SAHARAN AFRICA ADVISORY COMMITTEE.

Section 2(b)(9)(B)(iii) of the Export-Import Bank Act of
1945 (12 U.S.C. 635(b)(9)(B)(iii)) is amended by striking
``2011'' and inserting ``2015''.

SEC. 406. AGGREGATE LOAN, GUARANTEE, AND INSURANCE AUTHORITY.

Section 6(a)(2) of the Export-Import Bank Act of 1945 (12
U.S.C. 635e(a)(2)) is amended--
(1) by striking ``and'' at the end of subparagraph (D);
(2) by striking ``2011,'' at the end of subparagraph (E)
and inserting ``2011, $100,000,000,000;''; and
(3) by adding at the end the following:
``(F) during fiscal year 2012, $110,000,000,000;
``(G) during fiscal year 2013, $120,000,000,000;
``(H) during fiscal year 2014, $130,000,000,000; and
``(I) during fiscal year 2015, $140,000,000,000.''.

SEC. 407. DUAL USE EXPORTS.

Section 4 of Public Law 109 438 (12 U.S.C. 635 note; 108
Stat. 4376) is amended by striking ``2011'' and inserting
``2015''.

SEC. 408. MODIFICATIONS TO PROVISIONS RELATING TO TEXTILES.

(a) Representation of the Textile Industry on Advisory
Committee.--Section 3(d)(1)(B) of the Export-Import Bank Act
of 1945 (12 U.S.C. 635a(d)(1)(B)) is amended by striking
``and State government'' and inserting ``State government,
and the textile industry''.
(b) Annual Report Regarding Textile and Apparel Goods.--
Section 8 of the Export-Import Bank Act of 1945 (12 U.S.C.
635g) is amended by adding at the end the following new
subsection:
``(g) Textile and Apparel Supply Chain Financing.--The Bank
shall include in its annual report to the Congress--
``(1) a description of the efforts of the Bank to provide
financing to the United States textile and apparel industry
for exports of textile and apparel goods manufactured in the
United States that are used as components in global textile
and apparel supply chains; and
``(2) the amount of support the Bank provided for the
export of textiles and apparel goods for each of the 3 years
preceding the report.''.

SEC. 409. REVIEW AND REPORT ON DOMESTIC CONTENT POLICY.

(a) In General.--The Export-Import Bank of the United
States shall conduct a review of its domestic content policy
for medium- and long-term transactions. The review shall
examine and evaluate the effectiveness of the Bank's policy--
(1) in maintaining and creating jobs in the United States;
and
(2) in contributing to a stronger national economy through
the export of goods and services.
(b) Factors To Consider.--In conducting the review under
subsection (a), the Bank shall consider the following:
(1) Whether the domestic content policy accurately captures
the costs of United States production of goods and services,
including the direct and indirect costs of manufacturing
costs, parts, components, materials and supplies, research,
planning, engineering, design, development, production,
return on investment, marketing and other business costs and
the effect of such policy on the maintenance and creation of
jobs in the United States.
(2) The ability of the Bank to provide financing that is
competitive with the financing provided by foreign export
credit agencies and the impact that such financing has in
enabling companies with operations in the United States to
contribute to a stronger United States economy by increasing
employment through the export of goods and services.
(3) The effects of the domestic content policy on the
manufacturing and service workforce of the United States.
(4) Any recommendations the members of the Bank's Advisory
Committee have regarding the Bank's domestic content policy.
(5) The effect that changes to the Bank's domestic content
requirements would have

[[Page S1753]]

in providing companies an incentive to create and maintain
operations in the United States and to increase jobs in the
United States.
(c) Report.--Not later than 1 year after the date of the
enactment of this Act, the Bank shall submit a report on the
results of the review conducted under this section to the
Committee on Banking, Housing, and Urban Affairs of the
Senate, and the Committee on Financial Services of the House
of Representatives.

SEC. 410. STRATEGIC PLAN.

Section 8 of the Export-Import Bank Act of 1945 (12 U.S.C.
635g), as amended by section 408, is further amended by
adding at the end the following new subsection:
``(h) Strategic Plan for the Bank.--
``(1) In general.--The Bank shall include in its annual
report to the Congress under subsection (a) of this section,
not less than every 4 years, beginning in 2012, a 5-year
strategic plan that provides--
``(A) a comprehensive mission statement covering the major
functions and operations of the Bank;
``(B) general goals and objectives, including outcome-
oriented goals, for the major functions of the Bank;
``(C) a description of the Bank's highest-priority goals
and how they can be achieved within the 5-year plan period,
according to clearly defined milestones; and
``(D) a description of how the goals and objectives
incorporate views and suggestions obtained through
congressional consultations;
``(2) Progress.--The progress the Bank is making in meeting
the milestones established by the strategic plan shall be
updated in each annual report the Bank submits to the
Congress.
``(3) Availability of annual report.--The Bank shall make
its annual report available on its public website.''.

SEC. 411. REVIEW AND REPORT ON BANK'S INFORMATION TECHNOLOGY
INFRASTRUCTURE.

(a) In General.--Not later than 180 days after the date of
the enactment of this Act, the Export-Import Bank of the
United States shall conduct a review of the Bank's
information technology infrastructure and report to Congress
on--
(1) how the Bank will modernize and continue to maintain
the technology infrastructure, taking into consideration
commercially available technologies or other cost-savings
measures; and
(2) how modernization, maintenance, and other cost-saving
measures will result--
(A) in improved service delivery to customers of the Bank;
(B) in generally improving the Bank's performance; and
(C) in mitigating taxpayer exposure to losses.

SEC. 412. STUDY BY THE COMPTROLLER GENERAL ON RISK
MANAGEMENT.

(a) In General.--Not later than 18 months after the date of
the enactment of this Act, the Comptroller General of the
United States shall complete and submit to the Export-Import
Bank of the United States, the Committee on Banking, Housing,
and Urban Affairs of the Senate, and the Committee on
Financial Services of the House of Representatives a report--
(1) on the financial position of the Bank and the risks it
poses for American taxpayers; and
(2) that contains recommendations to the Bank on how to
properly account for risk and ensure the solvency of the
Bank.
(b) Report.--The report submitted under subsection (a)
shall evaluate--
(1) the effectiveness of the Bank's risk management;
(2) the adequacy of the Bank's loan loss reserves;
(3) the exposure and potential for exposure to losses from
each of the products offered by the Bank;
(4) the overall risk of the Bank's portfolio, taking into
account--
(A) market risk;
(B) credit risk;
(C) political risk;
(D) industry-concentration risk;
(E) geographic-concentration risk;
(F) obligor-concentration risk; and
(G) foreign-currency risk;
(5) the Bank's use of historical default and recovery rates
to calculate future program costs, taking into consideration
cost estimates determined under the Federal Credit Reform Act
of 1990 (2 U.S.C. 661 et seq.) and whether discount rates
applied to cost estimates should reflect the risks described
in paragraph (4);
(6) the fees charged by the Bank for the products the Bank
offers, whether the Bank's fees properly reflect the risks
described in paragraph (4), and how the fees are affected by
United States participation in international agreements; and
(7) whether the Bank's loan loss reserves policy is
sufficient to cover the risks described in paragraph (4).
(c) Recommendations and Report by the Bank.--If the Bank
does not adopt the recommendations provided under subsection
(a) by the Comptroller General, the Bank shall submit to
Congress, not later than 60 days after the Bank receives the
report, a report on why the Bank has not adopted the
recommendations.

SEC. 413. RENEWABLE ENERGY AND ENERGY EFFICIENCY
TECHNOLOGIES.

(a) In General.--The Export-Import Bank of the United
States should work to increase the export of renewable energy
technologies and end-use energy efficiency technologies with
a goal of significantly expanding, year-after-year, the
Bank's annual aggregate loan, guarantee, and insurance
authorizations supporting those technologies.
(b) Increased Reporting Requirements.--The Export-Import
Bank of the United States shall include in its annual report
to the Congress an analysis of any barriers to realizing the
Bank's congressional directive to increase the Bank's
financing for renewable energy technology and end-use energy
efficiency technology and any tools the Bank needs to assist
the Bank in overcoming those barriers. The analysis shall
include barriers such as--
(1) inadequate staffing;
(2) inadequate financial products;
(3) lack of capital authority; and
(4) limitations imposed by domestic markets.

SEC. 414. TRANSPARENCY AND ACCOUNTABILITY OF BANK FINANCING.

Section 2(b) of the Export-Import Bank Act of 1945 (12
U.S.C. 635(b)) is amended by inserting after paragraph (3)
the following new paragraph:
``(3A) Transparency and Accountability of Bank Financing.--
``(A) Preapproval notice.--Not later than 14 days before
any meeting of the Board of Directors for final approval of a
transaction the value of which exceeds $100,000,000, and
concurrent with any statement required to be submitted under
paragraph (3) with respect to the transaction, the Bank shall
post a notice on the Bank's website that includes--
``(i) a description of the transaction proposed to be
financed;
``(ii) the identities of the obligor, principal supplier,
and guarantor involved in the transaction; and
``(iii) a description of any item with respect to which
Bank financing is being sought.
``(B) Manner of disclosure.--Any information required to be
disclosed under subparagraph (A) shall be disclosed in a
manner that does not disclose any information that is
confidential or proprietary business information, that would
violate section 1905 of title 18, United States Code
(commonly referred to as the `Trade Secrets Act'), or that
would jeopardize jobs in the United States by supplying
information which competitors could use to compete with
companies in the United States.
``(C) Post consideration.--Not later than 30 days after the
final approval of a transaction the value of which exceeds
$100,000,000, the Bank shall post a notice on the Bank's
website that includes the information required under
subparagraph (A) in a manner that complies with subparagraph
(B).''.

SEC. 415. ANNUAL COMPETITIVENESS REPORT.

Section 8A(a) of the Export-Import Bank Act of 1945 (12
U.S.C. 635g 1(a)) is amended by adding at the end the
following:
``(11) Case processing.--A separate section detailing the
Bank's annual survey of exporters, financial institutions,
and brokers regarding the Bank's processing of transactions,
timeliness in reviewing transactions and processing
applications, adherence to financial standards, clarity and
ease of use of applications, and general customer service
during the application and approval process for each of the
Bank's major programs.
``(12) Operations.--A separate section detailing the Bank's
annual survey of exporters, financial institutions, and
brokers regarding the Bank's documentation requirements,
certifications, and processing of applications for medium-
and long-term program transactions compared to the processing
of applications by other export credit agencies.
``(13) Process improvement.--A description of the
recommendations made by the Bank's Advisory Committee and the
advisory committee on Sub-Saharan Africa established under
section 2(b)(9)(B) regarding improving the Bank's processing
of transactions and customer service. The Bank shall make
every reasonable effort to act on the recommendations of the
advisory committees and shall include a separate section
detailing the actions taken by the Bank to comply with the
recommendations.''.

SEC. 416. PROHIBITIONS ON FINANCING FOR CERTAIN PERSONS
INVOLVED IN SANCTIONABLE ACTIVITIES WITH
RESPECT TO IRAN.

(a) Prohibition on Financing for Persons That Engage in
Certain Sanctionable Activities.--
(1) In general.--Beginning on the date that is 180 days
after the date of the enactment of this Act, the Board of
Directors of the Export-Import Bank of the United States may
not approve any transaction that is subject to approval by
the Board with respect to the provision by the Bank of any
guarantee, insurance, or extension of credit, or the
participation by the Bank in any extension of credit, to a
person in connection with the exportation of any good or
service unless the person makes the certification described
in paragraph (2).
(2) Certification described.--The certification described
in this paragraph is a certification by a person--
(A) that neither the person nor any other person owned or
controlled by the person--
(i) engages in any activity described in section 5(a) of
the Iran Sanctions Act of 1996 (Public Law 104 172; 50 U.S.C.
1701 note) for which the person may be subject to sanctions
under that Act;

[[Page S1754]]

(ii) exports sensitive technology, as defined in section
106 of the Comprehensive Iran Sanctions, Accountability, and
Divestment Act of 2010 (22 U.S.C. 8515), to Iran; or
(iii) engages in any activity prohibited by part 560 of
title 31, Code of Federal Regulations (commonly known as the
``Iranian Transactions Regulations''), unless the activity is
disclosed to the Office of Foreign Assets Control of the
Department of the Treasury when the activity is discovered;
or
(B) if the person or any other person owned or controlled
by the person has engaged in an activity described in
subparagraph (A), that--
(i) in the case of an activity described in subparagraph
(A)(i)--

(I) the President has waived the imposition of sanctions
with respect to the person that engaged in that activity
pursuant to section 4(c), 6(b)(5), or 9(c) of the Iran
Sanctions Act of 1996 (Public Law 104 172; 50 U.S.C. 1701
note);
(II)(aa) the President has invoked the special rule
described in section 4(e)(3) of that Act with respect to the
person that engaged in that activity; or
(bb)(AA) the person that engaged in that activity
determines, based on its best knowledge and belief, that the
person meets the criteria described in subparagraph (A) of
such section 4(e)(3) and has provided to the President the
assurances described in subparagraph (B) of that section; and
(BB) the Secretary of State has issued an advisory opinion
to that person that the person meets such criteria and has
provided to the President those assurances; or
(III) the President has determined that the criteria have
been met for the exception provided for under section
5(a)(3)(C) of the Iran Sanctions Act of 1996 to apply with
respect to the person that engaged in that activity; or

(ii) in the case of an activity described in subparagraph
(A)(ii), the President has waived, pursuant to section
401(b)(1) of the Comprehensive Iran Sanctions,
Accountability, and Divestment Act of 2010 (22 U.S.C.
8551(b)(1)), the application of the prohibition under section
106(a) of that Act (22 U.S.C. 8515(a)) with respect to that
person.
(b) Prohibition on Financings.--Beginning on the date that
is 180 days after the date of the enactment of this Act, the
Board of Directors of the Export-Import Bank of the United
States may not approve any transaction that is subject to
approval by the Board with respect to the provision by the
Bank of any guarantee, insurance, or extension of credit, or
the participation by the Bank in any extension of credit, in
connection with a financing in which a person that is a
borrower or controlling sponsor, or a person that is owned or
controlled by such borrower or controlling sponsor, is
subject to sanctions under section 5(a) of the Iran Sanctions
Act of 1996 (Public Law 104 172; 50 U.S.C. 1701 note).
(c) Advisory Opinions.--
(1) Authority.--The Secretary of State is authorized to
issue advisory opinions described in subsection
(a)(2)(B)(i)(II).
(2) Notice to congress.--If the Secretary issues an
advisory opinion pursuant to paragraph (1), the Secretary
shall notify the appropriate congressional committees of the
opinion not later than 30 days after issuing the opinion.
(d) Definitions.--In this section:
(1) Appropriate congressional committees; person.--The
terms ``appropriate congressional committees'' and ``person''
have the meanings given those terms in section 14 of the Iran
Sanctions Act of 1996 (Public Law 104 172; 50 U.S.C. 1701
note).
(2) Controlling sponsor.--The term ``controlling sponsor''
means a person providing controlling direct private equity
investment (excluding investments made through publicly held
investment funds, publicly held securities, public offerings,
or similar public market vehicles) in connection with a
financing.

TITLE V--SMALL BUSINESS INVESTMENT COMPANIES AND LOAN REFINANCING
EXTENSION

SEC. 501. MAXIMUM LEVERAGE UNDER TITLE III OF THE SMALL
BUSINESS INVESTMENT ACT OF 1958.

(a) Authorization.--For fiscal year 2013, the Administrator
of the Small Business Administration may make $4,000,000,000
in guarantees of debentures for programs under title III of
the Small Business Investment Act of 1958 (15 U.S.C. 681 et
seq.).
(b) Family of Funds.--Section 303(b)(2)(B) of the Small
Business Investment Act of 1958 (15 U.S.C. 683(b)(2)(B)) is
amended by striking ``$225,000,000'' and inserting
``$350,000,000''

SEC. 502. LOW-INTEREST REFINANCING UNDER THE LOCAL
DEVELOPMENT BUSINESS LOAN PROGRAM.

Section 1122(b) of the Small Business Jobs Act of 2010 (15
U.S.C. 696 note) is amended by striking ``2 years'' and
inserting ``3 years''.

TITLE VI--PRIVATE COMPANY FLEXIBILITY AND GROWTH

SEC. 601. SHORT TITLE.

This title may be cited as the ``Private Company
Flexibility and Growth Act''.

SEC. 602. THRESHOLD FOR REGISTRATION.

Section 12(g)(1) of the Securities Exchange Act of 1934 (15
U.S.C. 78l(g)(1)) is amended by striking ``shall--'' and all
that follows through ``register such'' and inserting ``shall,
not later than 120 days after the last day of any fiscal year
of the issuer on which the issuer has total assets exceeding
$10,000,000 and a class of equity securities (other than an
exempted security) held of record by 750 persons, register
such''.

SEC. 603. TREATMENT OF EMPLOYEE SECURITIES.

Section 12(g)(5) of the Securities Exchange Act of 1934 (15
U.S.C. 78l(g)(5)) is amended by adding at the end the
following: ``For purposes of determining whether an issuer is
required to register a security with the Commission pursuant
to paragraph (1), the definition of the term `held of record'
shall not include, subject to such limitations as the
Commission shall determine, securities that are held by
persons who received the securities pursuant to an employee
compensation plan in transactions exempted from or otherwise
not subject to the registration requirements of section 5 of
the Securities Act of 1933.''.

SEC. 604. COMMISSION RULEMAKING.

The Securities and Exchange Commission shall, not later
than one year after the date of enactment of this Act--
(1) revise its rules at section 240.12g5-1 of title 17,
Code of Federal Regulations to implement the amendments made
by sections 602 and 603;
(2) adopt safe harbor provisions that issuers can follow
when determining whether holders of their securities received
the securities pursuant to an employee compensation plan in a
transaction that was exempt from the registration
requirements of section 5 of the Securities Act of 1933; and
(3) revise the definition of the term ``held of record''
pursuant to section 12(g)(5) of the Securities Exchange Act
of 1934 (15 U.S.C. 78l(g)(5)) to include beneficial owners of
such class of securities.

SEC. 605. COMMISSION STUDY OF ENFORCEMENT AUTHORITY UNDER
RULE 12G5 1.

The Securities and Exchange Commission shall examine its
authority to enforce its rules in section 240.12g5-1 of title
17, Code of Federal Regulations, to determine if new
enforcement tools are needed to enforce the anti-evasion
provision contained in subsection (b)(3) of that rule, and
shall, not later than 270 days after the date of enactment of
this Act, transmit any recommendations to Congress.

TITLE VII--ACCESS TO CAPITAL FOR JOB CREATORS

SEC. 701. SHORT TITLE.

This title may be cited as the ``Access to Capital for Job
Creators Act''.

SEC. 702. MODIFICATION OF EXEMPTION.

(a) Modification of Rules.--Not later than 270 days after
the date of enactment of this Act, the Securities and
Exchange Commission shall, by rule or regulation, revise its
rules--
(1) to permit the general solicitation of accredited
investors, either by adopting a new exemption under the
Securities Act of 1933 or by revising its rules issued in
section 230.506 of title 17, Code of Federal Regulations, to
provide that the prohibition against general solicitation or
general advertising contained in section 230.502(c) of that
title 17 shall not apply to offers and sales of securities
made pursuant to that section 230.506, provided that all
purchasers of the securities are accredited investors;
(2) to require the offeror and issuer to take reasonable
steps to verify that purchasers of the securities are
accredited investors, using such methods as are determined by
the Commission; and
(3) to include the terms and conditions relating to the
forms of permissible solicitation and advertising.
(b) Other Required Revisions.--Not later than 270 days
after the date of enactment of this Act, the Securities and
Exchange Commission shall revise subsection (d)(1) of section
230.144A of title 17, Code of Federal Regulations, to provide
that--
(1) securities sold under such revised exemption may not be
offered to persons other than qualified institutional buyers;
and
(2) that securities are only sold to persons that the
seller and any person acting on behalf of the seller
reasonably believes are qualified institutional buyers.
(c) Rule of Construction.--Offers and sales of securities
under section 230.506 of title 17, Code of Federal
Regulations, as revised by the rules and regulations required
by this Act, shall not be deemed public offerings under the
Federal securities laws as a result of general advertising or
general solicitation.
______