IB
Union Calendar No. 239
118th CONGRESS
1st Session
H. R. 1807
[Report No. 118–295]
IN THE HOUSE OF REPRESENTATIVES
March 27, 2023
Mr. Huizenga (for himself, Mr. Auchincloss, Mr. Steil, and Mr. Nickel) introduced the following bill; which was referred to the Committee on Financial Services
December 1, 2023
Additional sponsor: Mr. Rutherford
December 1, 2023
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
For text of introduced bill, see copy of bill as introduced on March 27, 2023
A BILL
To direct the Securities and Exchange Commission to promulgate rules with respect to the electronic delivery of certain required disclosures, and for other purposes.
Short title
This Act may be cited as the Improving Disclosure for Investors Act of 2023
.
Electronic delivery
Promulgation of rules
Not later than 180 days after the date of the enactment of this section, the Securities and Exchange Commission shall propose and, not later than 1 year after the date of the enactment of this section, the Commission shall finalize, rules, regulations, amendments, or interpretations, as appropriate, to allow a covered entity to satisfy the entity’s obligation to deliver regulatory documents required under the securities laws to investors using electronic delivery.
Required provisions
Rules, regulations, amendments, or interpretations the Commission promulgates pursuant to subsection (a) shall:
With respect to investors that do not receive all regulatory documents by electronic delivery, provide for—
delivery of an initial communication in paper form regarding electronic delivery;
a transition period not to exceed 180 days until such regulatory documents are delivered to such investors by electronic delivery; and
during a period not to exceed 2 years following the transition period set forth in subparagraph (B), delivery of an annual notice in paper form solely reminding such investors of the ability to opt out of electronic delivery at any time and receive paper versions of regulatory documents.
Set forth requirements for the content of the initial communication described in paragraph (1)(A).
Set forth requirements for the timing of delivery of a notice of website availability of regulatory documents and the content of the appropriate notice described in subsection (h)(3)(B).
Provide a mechanism for investors to opt out of electronic delivery at any time and receive paper versions of regulatory documents.
Require measures reasonably designed to identify and remediate failed electronic deliveries of regulatory documents.
Set forth minimum requirements regarding readability and retainability for regulatory documents that are delivered electronically.
For covered entities other than brokers, dealers, investment advisers registered with the Commission, and investment companies, require measures reasonably designed to ensure the confidentiality of personal information in regulatory documents that are delivered to investors electronically.
Exemption from certain requirements
Section 101(c) of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. 7001(c)) shall not apply with respect to a regulatory document delivered in accordance with this section.
Rule of construction
Nothing in this section shall be construed as altering the substance or timing of any regulatory document obligation under the securities laws or regulations of a self-regulatory organization.
Treatment of revisions not completed in a timely manner
If the Commission fails to finalize the rules, regulations, amendments, or interpretations required under subsection (a) before the date specified in such subsection—
a covered entity may deliver regulatory documents using electronic delivery in accordance with subsections (b) through (d); and
such electronic delivery shall be deemed to satisfy the obligation of the covered entity to deliver regulatory documents required under the securities laws.
Other required actions
Review of rules
The Commission shall—
within 180 days of the date of enactment of this Act, conduct a review of the rules and regulations of the Commission to determine whether any such rules or regulations require delivery of written documents to investors; and
within 1 year of the date of enactment of this Act, promulgate amendments to such rules or regulations to provide that any requirement to deliver a regulatory document in writing
may be satisfied by electronic delivery.
Actions by self-regulatory organizations
Each self-regulatory organization shall adopt rules and regulations, or amend the rules and regulations of the self-regulatory organization, consistent with this Act and consistent with rules, regulations, amendments, or interpretations finalized by the Commission pursuant to subsection (a).
Rule of application
This subsection shall not apply to a rule or regulation issued pursuant to a Federal statute if that Federal statute specifically requires delivery of written documents to investors.
Definitions
In this section:
Commission
The term Commission means the Securities and Exchange Commission.
Covered entity
The term covered entity means—
an investment company (as defined in section 3(a)(1) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(a)(1))) that is registered under such Act;
a business development company (as defined in section 2(a) the Investment Company Act of 1940 (15 U.S.C. 80a–2(a))) that has elected to be regulated as such under such Act;
a registered broker or dealer (as defined in section 3(a)(4) and section 3(a)(5) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(4) & 78c(a)(5));
a registered municipal securities dealer (as defined in section 3(a)(30) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(30));
a registered government securities broker or government securities dealer (as defined in section 3(a)(43) and section 3(a)(44) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(43) & 78c(a)(44));
a registered investment adviser (as defined in section 202(a)(11) of the Investment Advisers Act of 1940) (15 U.S.C. 80b–1(a)(11));
a registered transfer agent (as defined in section 3(a)(25) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(25)); or
a registered funding portal (as defined in the second paragraph (80) of section 3(a) of the Securities Exchange Act of 1934) (15 U.S.C. 78c(a)(80)).
Electronic delivery
The term electronic delivery, with respect to regulatory documents, includes—
the direct delivery of such regulatory document to an electronic address of an investor;
the posting of such regulatory document to a website and direct electronic delivery of an appropriate notice of the availability of the regulatory document to the investor; and
an electronic method reasonably designed to ensure receipt of such regulatory document by the investor.
Regulatory documents
The term regulatory documents includes—
prospectuses meeting the requirements of section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a));
summary prospectuses meeting the requirements of—
section 230.498 of title 17, Code of Federal Regulations; or
section 230.498A of title 17, Code of Federal Regulations;
statements of additional information, as described under section 270.30e–3(h)(3) of title 17, Code of Federal Regulations;
annual and semi-annual reports to investors meeting the requirements of section 30(e) of the Investment Company Act of 1940 (15 U.S.C. 80a–29(e));
notices meeting the requirements under section 270.19a–1 of title 17, Code of Federal Regulations;
confirmations and account statements meeting the requirements under section 240.10b–10 of title 17, Code of Federal Regulations;
proxy statements meeting the requirements under section 240.14a–3 of title 17, Code of Federal Regulations;
privacy notices meeting the requirements of Regulation S–P under subpart A of part 248 of title 17, Code of Federal Regulations;
affiliate marketing notices meeting the requirements of Regulation S–AM under subpart B of part 248 of title 17, Code of Federal Regulations; and
all other regulatory documents required to be delivered by covered entities to investors under the securities laws and the rules and regulations of the Commission and the self-regulatory organizations.
Securities laws
The term securities laws has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).
Self-regulatory organization
The term self-regulatory organization means—
a self-regulatory organization, as defined in section 2(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26)); and
the Municipal Securities Rulemaking Board.
Website
The term website means an internet website or other digital, internet, or electronic-based information repository, such as a mobile application, to which an investor of a covered entity has been provided reasonable access.
December 1, 2023
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed