H.R. 5877House115th Congress (2017-2019)Passed House

Main Street Growth Act

Sponsored by Tom EmmerRep. Tom Emmer (R-MN)
Introduced May 18, 2018

AI-Generated Summary

Updated April 15, 2026 at 10:07 PM UTC

The Main Street Growth Act amends the Securities Exchange Act of 1934 to create a new class of "venture exchanges" that can be registered to trade securities of early‑stage growth companies. It sets up a streamlined application and review process, limits what these exchanges can do, and provides special exemptions and disclosure rules for the securities they list. The bill also changes the Securities Act to exclude venture‑exchange‑listed securities from certain registration requirements and urges the SEC to create a dedicated office to oversee them. The changes affect emerging companies, investors in their securities, and the SEC’s regulatory framework.

Key Provisions

  • Creates a new “venture exchange” category that can be registered with the SEC by filing an application; the SEC must publish a notice, allow public comment, and decide within 90 days (or longer if agreed), with a possible denial proceeding lasting up to 180 days.
  • Limits a venture exchange’s activities to trading only venture securities, forbids it from offering unlisted trading privileges, and allows it to set quote increments or run periodic auctions instead of continuous trading.
  • Exempts certain early‑stage growth company securities (those already exempt under the Securities Act) from the usual registration requirements, provided they meet specific disclosure rules similar to Regulation A Tier 2.
  • Prohibits a venture security from being traded on any non‑venture national exchange while it is listed on a venture exchange.
  • Requires the SEC to issue rules ensuring investors receive clear disclosures about the unique risks of venture securities and the distinct nature of a venture‑exchange tier.
  • Defines key terms such as “early‑stage growth company,” “public float,” and “venture security,” and sets thresholds (e.g., $2 billion public float, trade‑volume limits) that determine when a security stops being a venture security.
  • Amends the Securities Act to treat securities listed only on a venture exchange as not “covered securities,” removing them from certain registration obligations.
  • Encourages the SEC to use its exemptive authority for these new rules and to consider creating an Office of Venture Exchanges within its Division of Trading and Markets.
  • Delays the effective date for existing exchanges that add a venture‑exchange tier until 180 days after the law’s enactment.

Legislative Activity

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12 earlier actions
SenateIntro Referral Latest Action

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

July 11, 2018

View full timeline
HouseIntro Referral

Introduced in House

May 18, 2018

HouseIntro Referral

Referred to the House Committee on Financial Services.

May 18, 2018

HouseCommittee

Committee Consideration and Mark-up Session Held.

June 7, 2018

HouseCommittee

Ordered to be Reported (Amended) by the Yeas and Nays: 56 - 0.

June 7, 2018

HouseCommittee

Reported (Amended) by the Committee on Financial Services. H. Rept. 115-807.

July 10, 2018

HouseCalendars

Placed on the Union Calendar, Calendar No. 626.

July 10, 2018

HouseFloor

Mr. Huizenga moved to suspend the rules and pass the bill, as amended.

July 10, 2018 • 3:25 PM

HouseFloor

Considered under suspension of the rules. (consideration: CR H6003-6005)

July 10, 2018 • 3:25 PM

HouseFloor

DEBATE - The House proceeded with forty minutes of debate on H.R. 5877.

July 10, 2018 • 3:25 PM

HouseFloor

Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote.(text: CR H6003)

July 10, 2018 • 3:38 PM

HouseFloor

On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H6003)

July 10, 2018 • 3:38 PM

HouseFloor

Motion to reconsider laid on the table Agreed to without objection.

July 10, 2018 • 3:38 PM

SenateIntro Referral

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

July 11, 2018

Floor Debate

21 members

What members said about H.R. 5877 on the floor

12 Republicans9 Democrats
James R. Langevin
Rep. James R. LangevinD-RI-2 · Jan 31, 2017

Mr. Speaker, I yield myself such time as I may consume. I rise in strong support of H.R. 612, the United States-Israel Cybersecurity Cooperation Enhancement Act of 2017. Mr. Speaker, let me start by…

Jeb Hensarling
Rep. Jeb HensarlingR-TX-5 · Jul 17, 2018

Mr. Speaker, I move to suspend the rules and pass the bill (S. 488) to increase the threshold for disclosures required by the Securities and Exchange Commission relating to compensatory benefit…

Maxine Waters
Rep. Maxine WatersD-CA-43 · Jul 17, 2018

Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, this bill is an example of true bipartisanship. I want to thank Chairman Hensarling, the members of the Financial Services…

Tom Emmer
Rep. Tom EmmerR-MN-6 · Jul 10, 2018

Mr. Speaker, I too rise in support of H.R. 5877, the Main Street Growth Act. Ever since the JOBS Act was signed into law, Congress has worked hard to build on its success to ensure American…

Bill Huizenga
Rep. Bill HuizengaR-MI-2 · Jul 10, 2018

Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 5877) to amend the Securities Exchange Act of 1934 to allow for the registration of venture exchanges, and for other purposes, as…

Show 8 more
John Ratcliffe
Rep. John RatcliffeR-TX-4 · Jan 31, 2017

Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 612) to establish a grant program at the Department of Homeland Security to promote cooperative research and development between the…

Bill Foster
Rep. Bill FosterD-IL-11 · Jul 17, 2018

Mr. Speaker, I thank Ranking Member Waters for yielding. I want to begin by recognizing the good work of the ranking member and the chairman and their staffs in compiling this capital formation…

Maxine Waters
Rep. Maxine WatersD-CA-43 · Jul 10, 2018

Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise in support of H.R. 5877, the Main Street Growth Act, a new and innovative idea that will help our Nation's small businesses…

Bill Huizenga
Rep. Bill HuizengaR-MI-2 · Jul 17, 2018

Mr. Speaker, I thank the chairman for the opportunity to lead this effort. Mr. Speaker, the United States has the strongest, deepest, and most liquid markets in the world, which has helped…

David Scott
Rep. David ScottD-GA-13 · Jul 17, 2018

Mr. Speaker, I thank Ranking Member Maxine Waters for the excellent leadership she has provided in working with our chairman, Jeb Hensarling, in putting together this very good package. I also want…

Carolyn B. Maloney
Rep. Carolyn B. MaloneyD-NY-12 · Jul 17, 2018

Mr. Speaker, I thank the gentlewoman for yielding and for her leadership. Mr. Speaker, I rise in support of the JOBS and Investor Confidence Act, which will help in capital formation and help our…

James A. Himes
Rep. James A. HimesD-CT-4 · Jul 17, 2018

Mr. Speaker, I will start by thanking Chairman Jeb Hensarling and Ranking Member Maxine Waters for their great work on this bipartisan bill in which we stand up on both sides of the aisle today and…

Kyrsten Sinema
Rep. Kyrsten SinemaD-AZ-9 · Jul 17, 2018

Mr. Speaker, I rise today in support of the JOBS and Investor Confidence Act of 2018. This is a true bipartisan compromise, and I thank Chairman Hensarling and Ranking Member Waters for their…

Show 11 more
Josh Gottheimer
Rep. Josh GottheimerD-NJ-5 · Jul 17, 2018

Mr. Speaker, I rise in support of the JOBS and Investor Confidence Act. This important bipartisan package includes my Senior Security Act which seeks to protect seniors from financial scammers and…

Joyce Beatty
Rep. Joyce BeattyD-OH-3 · Jul 17, 2018

Mr. Speaker, I rise today in strong support of this bipartisan package brought to the floor today under the leadership of Chairman Hensarling and Ranking Member Waters. It is not every day the…

Keith J. Rothfus
Rep. Keith J. RothfusR-PA-12 · Jul 17, 2018

Mr. Speaker, I want to thank Chairman Hensarling and Ranking Member Waters, as well as members of the Financial Services Committee from both parties, for this important bipartisan piece of…

Steve Chabot
Rep. Steve ChabotR-OH-1 · Jul 17, 2018

Mr. Speaker, I thank the gentleman for yielding, and, Mr. Speaker, I rise in support of the JOBS and Investor Confidence Act of 2018. Despite an improving economy, small businesses, entrepreneurs,…

Andy Barr
Rep. Andy BarrR-KY-6 · Jul 17, 2018

Mr. Speaker, I rise today in support of the JOBS and Investor Confidence Act of 2018, and I thank the chairman for his leadership. If America wants to compete in the 21st century economy, then we…

J. French Hill
Rep. J. French HillR-AR-2 · Jul 17, 2018

Mr. Speaker, a hardy congratulations to Chairman Hensarling and the ranking member for this exceptional package, the JOBS and Investor Confidence Act. I support it, and I urge my colleagues to…

Tom Emmer
Rep. Tom EmmerR-MN-6 · Jul 17, 2018

Mr. Speaker, I rise today in support of the JOBS and Investor Confidence Act of 2018. Terms like ``capital formation,'' ``liquidity,'' and ``qualified investor'' may sound like Washington jargon. In…

Sean P. Duffy
Rep. Sean P. DuffyR-WI-7 · Jul 17, 2018

Mr. Speaker, I want to thank the chairman for his great bipartisan work on this package in S. 488, as well as the ranking member, Ms. Waters, for her bipartisanship. This is a package that takes the…

Randy Hultgren
Rep. Randy HultgrenR-IL-14 · Jul 17, 2018

Mr. Speaker, I first want to thank Chairman Hensarling and Ranking Member Waters for their hard work in crafting this bipartisan package of bills. If enacted, this much-needed legislation will…

Robert Pittenger
Rep. Robert PittengerR-NC-9 · Jul 17, 2018

Mr. Speaker, I rise today in strong support of the House amendment to the JOBS and Investor Confidence Act. This bill that was cosponsored with my good friend, Keith Ellison from Minnesota, is part…

Ann Wagner
Rep. Ann WagnerR-MO-2 · Jul 17, 2018

Mr. Speaker, I am proud to rise today in support of the JOBS and Investor Confidence Act of 2018, and I urge its immediate passage. This progrowth legislation is a continuation of the work that our…

Bill Text

4 versions available

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Latest
Referred in SenateIssued July 11, 2018

IIB

115th CONGRESS

2d Session

H. R. 5877

IN THE SENATE OF THE UNITED STATES

July 11, 2018

Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs

AN ACT

To amend the Securities Exchange Act of 1934 to allow for the registration of venture exchanges, and for other purposes.

1.

Short title

This Act may be cited as the Main Street Growth Act.

2.

Venture exchanges

(a)

Securities Exchange Act of 1934

Section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end the following:

(m)

Venture exchange

(1)

Registration

(A)

In general

A person may register themself (and a national securities exchange may register a listing tier of such exchange) as a national securities exchange solely for the purposes of trading venture securities by filing an application with the Commission pursuant to subsection (a) and the rules and regulations thereunder.

(B)

Publication of notice

The Commission shall, upon the filing of an application under subparagraph (A), publish notice of such filing and afford interested persons an opportunity to submit written data, views, and arguments concerning such application.

(C)

Approval or denial

(i)

In general

Within 90 days of the date of publication of a notice under subparagraph (B) (or within such longer period as to which the applicant consents), the Commission shall—

(I)

by order grant such registration; or

(II)

institute a denial proceeding under clause (ii) to determine whether registration should be denied.

(ii)

Denial proceeding

A proceeding under clause (i)(II) shall include notice of the grounds for denial under consideration and opportunity for hearing and shall be concluded within 180 days of the date of the publication of a notice under subparagraph (B). At the conclusion of such proceeding the Commission, by order, shall grant or deny such registration. The Commission may extend the time for conclusion of such proceeding for up to 90 days if the Commission finds good cause for such extension and publishes the Commission’s reasons for so finding or for such longer period as to which the applicant consents.

(iii)

Criteria for approval or denial

The Commission shall grant a registration under this paragraph if the Commission finds that the requirements of this title and the rules and regulations thereunder with respect to the applicant are satisfied. The Commission shall deny such registration if it does not make such finding.

(2)

Powers and restrictions

In addition to the powers and restrictions otherwise applicable to a national securities exchange, a venture exchange—

(A)

may only constitute, maintain, or provide a market place or facilities for bringing together purchasers and sellers of venture securities;

(B)

may not extend unlisted trading privileges to any venture security;

(C)

may only, if the venture exchange is a listing tier of another national securities exchange, allow trading in securities that are registered under section 12(b) on a national securities exchange other than a venture exchange; and

(D)

may, subject to the rule filing process under section 19(b)—

(i)

determine the increment to be used for quoting and trading venture securities on the exchange; and

(ii)

choose to carry out periodic auctions for the sale of a venture security instead of providing continuous trading of the venture security.

(3)

Treatment of certain exempted securities

A security that is exempt from registration pursuant to section 3(b) of the Securities Act of 1933 shall be exempt from section 12(a) of this title to the extent such securities are traded on a venture exchange, if the issuer of such security is in compliance with—

(A)

all disclosure obligations of such section 3(b) and the regulations issued under such section; and

(B)

ongoing disclosure obligations of the applicable venture exchange that are similar to those provided by an issuer under tier 2 of Regulation A (17 CFR 230.251 et seq.).

(4)

Venture securities traded on venture exchanges may not trade on non-venture exchanges

A venture security may not be traded on a national securities exchange that is not a venture exchange during any period in which the venture security is being traded on a venture exchange.

(5)

Rule of construction

Nothing in this subsection may be construed as requiring transactions in venture securities to be effected on a national securities exchange.

(6)

Commission authority to limit certain trading

The Commission may limit transactions in venture securities that are not effected on a national securities exchange as appropriate to promote efficiency, competition, capital formation, and to protect investors.

(7)

Disclosures to investors

The Commission shall issue regulations to ensure that persons selling or purchasing venture securities on a venture exchange are provided disclosures sufficient to understand—

(A)

the characteristics unique to venture securities; and

(B)

in the case of a venture exchange that is a listing tier of another national securities exchange, that the venture exchange is distinct from the other national securities exchange.

(8)

Definitions

For purposes of this subsection:

(A)

Early-stage, growth company

(i)

In general

The term early-stage, growth company means an issuer—

(I)

that has not made any registered initial public offering of any securities of the issuer; and

(II)

with a public float of less than or equal to the value of public float required to qualify as a large accelerated filer under section 240.12b–2 of title 17, Code of Federal Regulations.

(ii)

Treatment when public float exceeds threshold

An issuer shall not cease to be an early-stage, growth company by reason of the public float of such issuer exceeding the threshold specified in clause (i)(II) until the later of the following:

(I)

The end of the period of 24 consecutive months during which the public float of the issuer exceeds $2,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest $1,000,000).

(II)

The end of the 1-year period following the end of the 24-month period described under subclause (I), if the issuer requests such 1-year extension from a venture exchange and the venture exchange elects to provide such extension.

(B)

Public float

With respect to an issuer, the term public float means the aggregate worldwide market value of the voting and non-voting common equity of the issuer held by non-affiliates.

(C)

Venture security

(i)

In general

The term venture security means—

(I)

securities of an early-stage, growth company that are exempt from registration pursuant to section 3(b) of the Securities Act of 1933;

(II)

securities of an emerging growth company; or

(III)

securities registered under section 12(b) and listed on a venture exchange (or, prior to listing on a venture exchange, listed on a national securities exchange) where—

(aa)

the issuer of such securities has a public float less than or equal to the value of public float required to qualify as a large accelerated filer under section 240.12b–2 of title 17, Code of Federal Regulations; or

(bb)

the average daily trade volume is 75,000 shares or less during a continuous 60-day period.

(ii)

Treatment when public float exceeds threshold

Securities shall not cease to be venture securities by reason of the public float of the issuer of such securities exceeding the threshold specified in clause (i)(III)(aa) until the later of the following:

(I)

The end of the period of 24 consecutive months beginning on the date—

(aa)

the public float of such issuer exceeds $2,000,000,000; and

(bb)

the average daily trade volume of such securities is 100,000 shares or more during a continuous 60-day period.

(II)

The end of the 1-year period following the end of the 24-month period described under subclause (I), if the issuer of such securities requests such 1-year extension from a venture exchange and the venture exchange elects to provide such extension.

.

(b)

Securities Act of 1933

Section 18 of the Securities Act of 1933 (15 U.S.C. 77r) is amended—

(1)

by redesignating subsection (d) as subsection (e); and

(2)

by inserting after subsection (c) the following:

(d)

Treatment of securities listed on a venture exchange

Notwithstanding subsection (b), a security is not a covered security pursuant to subsection (b)(1)(A) if the security is only listed, or authorized for listing, on a venture exchange (as defined under section 6(m) of the Securities Exchange Act of 1934).

.

(c)

Sense of Congress

It is the sense of the Congress that the Securities and Exchange Commission should—

(1)

when necessary or appropriate in the public interest and consistent with the protection of investors, make use of the Commission’s general exemptive authority under section 36 of the Securities Exchange Act of 1934 (15 U.S.C. 78mm) with respect to the provisions added by this section; and

(2)

if the Commission determines appropriate, create an Office of Venture Exchanges within the Commission’s Division of Trading and Markets.

(d)

Rule of construction

Nothing in this section or the amendments made by this section shall be construed to impair or limit the construction of the antifraud provisions of the securities laws (as defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))) or the authority of the Securities and Exchange Commission under those provisions.

(e)

Effective date for tiers of existing national securities exchanges

In the case of a securities exchange that is registered as a national securities exchange under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) on the date of the enactment of this Act, any election for a listing tier of such exchange to be treated as a venture exchange under subsection (m) of such section shall not take effect before the date that is 180 days after such date of enactment.

Passed the House of Representatives July 10, 2018.

Karen L. Haas,

Clerk.