Improving Investment Research For Small And Emerging Issuers Act
Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 6139) to require the Securities and Exchange Commission to carry out a study to evaluate the issues affecting the provision of and reliance upon investment research into…
Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 6139) to require the Securities and Exchange Commission to carry out a study to evaluate the issues affecting the provision of and reliance upon investment research into small issuers.
Mr. Speaker, I ask unanimous consent that all Members may have 5 legislative days in which to revise and extend their remarks and include extraneous materials on this bill.
Mr. Speaker, I yield myself such time as I may consume.
Mr. Speaker, initial public offerings, or IPOs, have historically been one of the most meaningful steps in the lifecycle of a company.
Going public was the ultimate goal for many entrepreneurs. You start a business from scratch, build it into a successful enterprise, and then open up an opportunity for the public to share in your success. Going public not only affords companies many benefits, including access to the capital markets, but IPOs are also important to the investing public. By completing an IPO, a company is able to raise much-needed capital for job creation and expansion opportunities, while allowing Main Street investors an opportunity to have an economic piece of the action and the ability to participate in the growth phase of a company.
However, over the past two decades, our Nation has experienced a 37 percent decline in the number of U.S.-listed companies. Equally troubling, we have seen the number of public companies fall to around 5,700. These statistics are concerning because they are similar to the data we saw in the 1980s when our economy was less than half of its current size.
For a myriad of reasons, the public model is no longer viewed as the most attractive means of raising capital. Instead, small and emerging growth companies are choosing to go public much later in their lifecycle or, frankly, choosing not to go public at all.
We must work to change that trajectory, in my mind. In speaking to the New York Economic Club, SEC Chairman Jay Clayton stated: ``Regardless of the cause, the reduction in the number of U.S.-listed public companies is a serious issue for our markets and the country more generally. To the extent companies are eschewing our public markets, the vast majority of Main Street investors will be unable to participate in their growth. The potential lasting effects of such an outcome to the economy and society are, in two words, not good.''
That is from SEC Chairman Jay Clayton.
I share Chairman Clayton's concerns. We need to ensure that our capital markets are open for innovators and job creators, and we must work to rightsize regulations for smaller companies as well.
One way that Congress worked to lift burdensome regulations and help small companies gain access to these capital markets was the bipartisan Jumpstart Our Business Startups Act, commonly known as the JOBS Act. Section 105 of the JOBS Act changed the ``gun-jumping rules'' to provide an exception from the definition of an offer to allow for the publication or distribution by a broker or dealer of a research report about an emerging growth company that is the subject of a proposed public offering.
However, few investment banks have published any pre-IPO research since passage of the JOBS Act, and research coverage, in general, on small issuers continues to be an issue. This negatively affects investor interest and awareness in a company as well as its trading liquidity and, therefore, does not allow the company to launch the way that it properly could.
This provision is intended to increase research, but, unfortunately, it has had the opposite effect, and, instead, there has been a significant decline--we have seen a significant decline over recent years in analyst research covering small public companies.
According to the U.S. Chamber, ``61 percent of all companies listed on a major exchange with less than $100 million market capitalization have no research coverage at all.''
For equities with a market cap below $750 million, the average number of research analysts covering that stock is one, while equities above $750 million
in market cap have an average of 12 research analysts covering the stock.
Additionally, the amount of research written on small companies has declined even as the percentage of individual ownership in small cap companies has gone up, has increased. Little or no research coverage generally corresponds with lower stock liquidity, and reduced research coverage may particularly be disadvantageous to individual investors who have limited research capabilities on their own.
In fact, one study published in June of 2017 in The Journal of Finance found that an increase in the number of analysts covering an industry improved the quality of analyst forecasts and information flow to investors. For that reason, it is important to examine current SEC rules and regulations affecting the ability of investment research coverage regarding these small issuers.
The Treasury report on Capital Markets recommended a holistic review of the rules and regulations regarding research, including the global settlement, to determine which provisions should be retained, amended, or removed.
Our bipartisan bill, the Improving Investment Research for Small and Emerging Issuers Act would direct the SEC to study and evaluate issues affecting the ability of emerging growth companies and other small issuers in obtaining research coverage, including SEC rules, FINRA rules, State and Federal liability concerns, the 2003 Global Research Analyst Settlements, and MiFID II.
And not later than 180 days after enactment of that, the SEC will be required to submit to Congress a report that includes the results of the study and recommendations to assist these emerging growth companies, or EGCs, and other small issuers to obtain research coverage.
Among the issues the SEC must consider are factors related to the demand for such research by institutional and retail investors, cost considerations for such research, and the impact on the availability of research coverage for small issuers due to a variety of market and regulatory conditions.
The SEC's report must include recommendations to increase the demand for, volume of, and quality of investment research into small issuers, including EGCs. This legislation is supported by Biotechnology Industry Organization, also known as BIO; the U.S. Chamber of Commerce; Nasdaq; the Securities Industry and Financial Markets Association, also known as SIFMA; and the National Venture Capital Association.
I thank the ranking member, Ms. Waters, for recognizing the importance of this research in our capital markets and working with me to address this issue and being a cosponsor of this.
So I urge all of my colleagues to support this bill, and I reserve the balance of my time.
Mr. Speaker, I want to, again, thank the ranking member for her work on this and being able to move forward on this very important issue. And I, again, want to encourage all of our friends on all sides, on both sides of the aisle, to be supportive of this. It is a very important thing as we figure out the situation with the IPOs here in the United States.
Mr. Speaker, I yield back the balance of my time.