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H.R. 2497House118th Congress (2023-2025)In Committee

To permit an issuer, when determining the market capitalization of the issuer for purposes of testing the significance of an acquisition or disposition, to include the value of all shares of the issuer.

Sponsored by J. French HillRep. J. French Hill (R-AR)
Introduced April 6, 2023

AI-Generated Summary

Updated January 20, 2026 at 6:08 AM UTC

The bill directs the Securities and Exchange Commission to change a rule that determines how companies measure their market value when assessing whether an acquisition or sale is significant. It allows companies to count the value of every class of their stock—including preferred shares and non‑traded shares that can be converted—when calculating total market capitalization. This change aims to prevent misleading results from the current method that only looks at common equity. It affects public issuers that must file acquisition‑related financial statements with the SEC.

Key Provisions

  • The SEC must amend regulation 210.1‑02(w)(1)(i)(A) to let registrants calculate their worldwide market value using the trading, conversion, or exchange value of all outstanding stock classes, not just voting and non‑voting common shares.

Legislative Activity

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HouseIntro Referral Latest Action

Referred to the House Committee on Financial Services.

Financial Services Committee

April 6, 2023

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HouseIntro Referral

Introduced in House

April 6, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

April 6, 2023

Bill Text

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Introduced in HouseIssued April 6, 2023

I

118th CONGRESS

1st Session

H. R. 2497

IN THE HOUSE OF REPRESENTATIVES

April 6, 2023

Mr. Hill introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To permit an issuer, when determining the market capitalization of the issuer for purposes of testing the significance of an acquisition or disposition, to include the value of all shares of the issuer.

1.

Avoiding aberrational results in requirements for acquisition and disposition financial statements

The Securities and Exchange Commission shall revise section 210.1–02(w)(1)(i)(A) of title 17, Code of Federal Regulations, to permit a registrant, in determining the significance of an acquisition or disposition described in such section 210.1–02(w)(1)(i)(A), to calculate the registrant’s aggregate worldwide market value based on the applicable trading value, conversion value, or exchange value of all of the registrant’s outstanding classes of stock (including preferred stock and non-traded common shares that are convertible into or exchangeable for traded common shares) and not just the voting and non-voting common equity of the registrant.