IIB
114th CONGRESS
2d Session
H. R. 4498
IN THE SENATE OF THE UNITED STATES
April 28, 2016
Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs
AN ACT
To clarify the definition of general solicitation under Federal securities law.
Short title
This Act may be cited as the Helping Angels Lead Our Startups Act
or the HALOS Act
.
Definition of angel investor group
As used in this Act, the term angel investor group means any group that—
is composed of accredited investors interested in investing personal capital in early-stage companies;
holds regular meetings and has defined processes and procedures for making investment decisions, either individually or among the membership of the group as a whole; and
is neither associated nor affiliated with brokers, dealers, or investment advisers.
Clarification of general solicitation
In general
Not later than 6 months after the date of enactment of this Act, the Securities and Exchange Commission shall revise Regulation D of its rules (17 CFR 230.500 et seq.) to require that in carrying out the prohibition against general solicitation or general advertising contained in section 230.502(c) of title 17, Code of Federal Regulations, the prohibition shall not apply to a presentation or other communication made by or on behalf of an issuer which is made at an event—
sponsored by—
the United States or any territory thereof, by the District of Columbia, by any State, by a political subdivision of any State or territory, or by any agency or public instrumentality of any of the foregoing;
a college, university, or other institution of higher education;
a nonprofit organization;
an angel investor group;
a venture forum, venture capital association, or trade association; or
any other group, person or entity as the Securities and Exchange Commission may determine by rule;
where any advertising for the event does not reference any specific offering of securities by the issuer;
the sponsor of which—
does not make investment recommendations or provide investment advice to event attendees;
does not engage in an active role in any investment negotiations between the issuer and investors attending the event;
does not charge event attendees any fees other than administrative fees; and
does not receive any compensation with respect to such event that would require registration of the sponsor as a broker or a dealer under the Securities Exchange Act of 1934, or as an investment advisor under the Investment Advisers Act of 1940; and
where no specific information regarding an offering of securities by the issuer is communicated or distributed by or on behalf of the issuer, other than—
that the issuer is in the process of offering securities or planning to offer securities;
the type and amount of securities being offered;
the amount of securities being offered that have already been subscribed for; and
the intended use of proceeds of the offering.
Rule of construction
Subsection (a) may only be construed as requiring the Securities and Exchange Commission to amend the requirements of Regulation D with respect to presentations and communications, and not with respect to purchases or sales.
Passed the House of Representatives April 27, 2016.
Karen L. Haas,
Clerk