IB
Union Calendar No. 223
112th CONGRESS
1st Session
H. R. 2167
[Report No. 112–327]
IN THE HOUSE OF REPRESENTATIVES
June 14, 2011
Mr. Schweikert (for himself, Mr. Himes, Mr. Canseco, Mr. Quigley, Mr. Jones, Mr. Perlmutter, Mrs. Biggert, and Mr. Issa) introduced the following bill; which was referred to the Committee on Financial Services
December 12, 2011
Additional sponsors: Mr. Campbell, Mr. McHenry, Mr. Manzullo, Mr. Latta, Mr. Polis, Mr. Meeks, Mr. Hurt, Ms. Loretta Sanchez of California, Mr. Welch, Mr. Boren, Mr. Fitzpatrick, Ms. Hayworth, Mr. Ackerman, Mr. Dold, Mrs. Maloney, Mr. Hinojosa, Mr. Smith of Washington, Mr. Carney, Mr. Connolly of Virginia, and Mr. Kline
December 12, 2011
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed
Strike out all after the enacting clause and insert the part printed in italic
A BILL
To amend the Securities Exchange Act of 1934 to change the threshold number of shareholders for required registration under that Act.
Short title
This Act may be cited as the
Private Company Flexibility and Growth
Act
.
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 the first instance
of register
and insert shall, within 120 days after the
last day of its first fiscal year ended on which the issuer has total assets
exceeding $10,000,000 and a class of equity security (other than an exempted
security) held of record by 1,000 persons, register
.
Employees
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
.held of record
shall not include securities held
by persons who received the securities pursuant to an employee compensation
plan in transactions exempted from the registration requirements of section 5
of the Securities Act of 1933.
Commission rulemaking
The Securities and
Exchange Commission shall revise the definition of held of
record
pursuant to section 12(g)(5) of the Securities Exchange Act of
1934 (15 U.S.C. 78l(g)(5)) to implement the amendment made by section 2. The
Commission shall also adopt safe harbor provisions that issuers can follow when
determining that holders of their securities received the securities pursuant
to an employee compensation plan in transactions that were exempt from the
registration requirements of section 5 of the Securities Act of 1933.
December 12, 2011
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed