IB
Union Calendar No. 835
115th CONGRESS
2d Session
H. R. 6130
[Report No. 115–1076]
IN THE HOUSE OF REPRESENTATIVES
June 15, 2018
Mr. Rothfus introduced the following bill; which was referred to the Committee on Financial Services
December 12, 2018
Committed to the Committee of the Whole House on the State of the Union and ordered to be printed
A BILL
To provide for a 5 year extension of certain exemptions and reduced disclosure requirements for companies that were emerging growth companies and would continue to be emerging growth companies but for the 5-year restriction on emerging growth companies, and for other purposes.
Short title
This Act may be cited as the Helping Startups Continue to Grow Act
.
On-ramp extension
Definition of a recent emerging growth company
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:
Recent emerging growth company
The term recent emerging growth company
means an issuer that—
was, but is no longer, an emerging growth company;
would continue to be an emerging growth company but for the application of subparagraph (B) of paragraph (19); and
ceased to be an emerging growth company within the previous 5-year period.
.
Securities Exchange Act of 1933
Section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended—
by redesignating the second paragraph (80) as paragraph (81); and
by adding at the end the following:
Recent emerging growth company
The term recent emerging growth company
means an issuer that—
was, but is no longer, an emerging growth company;
would continue to be an emerging growth company but for the application of subparagraph (B) of paragraph (80); and
ceased to be an emerging growth company within the previous 5-year period.
.
Streamlined financial disclosures
Securities Act of 1933
Section 7(a)(2) of the Securities Act of 1933 (15 U.S.C. 77g(a)(2)) is amended—
by inserting after An emerging growth company
the following: and a recent emerging growth company
; and
in subparagraph (A)—
by striking such emerging growth company
and inserting such company
; and
by striking an emerging growth company
and inserting such company
.
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: The previous sentence shall apply, to the same extent as such sentence applies to an emerging growth company, to a recent emerging growth company.
.
Other disclosures
A recent emerging growth company (as defined under section 2 of the Securities Act of 1933) 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 company for each period presented pursuant to section 7(a) of the Securities Act of 1933 (15 U.S.C. 77g(a)). Such a 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.
Draft registration statements
Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) is amended by striking emerging growth company
each place such term appears and inserting emerging growth company or recent emerging growth company
.
Executive compensation disclosures
Certain shareholder disclosures
Section 14A(e)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78n–1(e)) is amended—
in subparagraph (A), by striking An emerging growth company
and inserting the following Any emerging growth company or recent emerging growth company
; and
in subparagraph (B)—
in the heading, by striking termination of emerging growth company treatment
and inserting exemption
;
by striking an emerging growth company but is no longer an emerging growth company
and inserting exempt under subparagraph (A) but is no longer exempt
; and
in clause (ii), by inserting before the period the following: or a recent emerging growth company
.
Pay ratio disclosures
Section 953(b)(1) of the Investor Protection and Securities Reform Act of 2010 (15 U.S.C. 78l note) is amended, by striking , as that term is defined in
and inserting or a recent emerging growth company, as such terms are defined, respectively, under
.
Pay vs. performance disclosures
Section 14(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(i)) is amended by inserting after emerging growth company
the following: or a recent emerging growth company
.
Simplified executive compensation disclosures
The Securities and Exchange Commission shall amend section 229.402(l) of title 17, Code of Federal Regulations, to permit a recent emerging growth company (as defined under section 2 of the Securities Act of 1933) to make use of the same scaled disclosures for executive compensation that are available pursuant to such section for smaller reporting companies and emerging growth companies.
December 12, 2018
Committed to the Committee of the Whole House on the State of the Union and ordered to be printed