Mr. Chairman, I yield myself such time as I may consume. Mr. Chairman, I rise in opposition to H.R. 79, the Helping Angels Lead Our Startups Act. This bill, under the guise of helping angel groups attract additional investors for small…
Mr. Chairman, I yield myself such time as I may consume.
Mr. Chairman, I rise in opposition to H.R. 79, the Helping Angels Lead Our Startups Act. This bill, under the guise of helping angel groups attract additional investors for small businesses and startups, would alter the balance between capital formation and investor protection that we sought to achieve in the JOBS Act.
Let me remind my colleagues of what we did in the wake of the financial crisis when bank lending was scarce. Our Nation's startups had trouble getting off the ground and attracting new capital. Previously, they had done so using rule 506, which allows companies to sell private securities to accredited investors who are financially savvy and have the means to bear their heightened risks and lack of SEC oversight. As a condition to using rule 506, however, companies could not solicit purchasers from or advertise to the general public.
This condition was viewed as a barrier to capital formation for startups. Therefore, Democrats worked with Republicans to provide companies in the JOBS Act with an alternative so that they could broadly advertise and solicit new investors.
Recognizing the need to balance investor protection with this expansion, Ranking Member Waters offered an amendment requiring companies to take reasonable steps to verify that the ultimate purchaser was an accredited investor. This verification requirement is a necessary investor protection designed to prevent unsophisticated investors from purchasing--either accidentally or by fraudulent means-- risky, illiquid, and lightly regulated Rule 506 securities.
I would remind my Republican colleagues that this amendment was agreed to unanimously, in part because the amended provision struck the appropriate balance between capital formation and investor protection. Nevertheless, here we are today seeking to alter it in H.R. 79.
This bill would remove the verification requirement and allow companies to broadly solicit and advertise their private stock at any event sponsored by a college, nonprofit, government organization, angel investor group, or other group. That means that America's college students can walk into an event on campus and be talked into buying stock that they don't understand and may not ever be able to sell. Having created this initial relationship, the company can then sell the students stock without ever checking if they are accredited investors.
What is more, the bill would make it much easier for fraudsters to swindle unsophisticated investors by, for example, encouraging the unsophisticated investors to buy stock in a fake or failing company, only to sell off their own stock at artificially inflated prices.
Republicans claim that the bill is merely a clarification; that these demo days are not merely solicitations or advertisements in and of themselves and can be used by companies to generally discuss investment opportunities along with their products and services with the general public. But that is not the case.
Companies can already go to a broadly advertised, widely attended demo day and discuss their businesses and not implicate the securities laws if they don't offer securities for sale or otherwise condition the market for their security, but the bill would allow them to offer securities or condition the market by describing the type and amount of stock they are offering, the intended use of the proceeds, or any of the other information in subsection (a)(4) of the bill.
Therefore, today, a company discussing such information would have two options: one, to ensure that the event is limited to persons with whom they or the event organizer has a preexisting, substantive relationship or have been contacted through an informal personal network; or two, verify at the time of purchase that their investors are accredited by, for example, looking at bank statements, W-2s, or third-party verification letters.
The bill would allow companies to avoid both options and broadly advertise their stock, solicit purchases from the general public, and never check to make sure they are financially sophisticated, accredited investors. The only limitation--that the stock offerings only be at events sponsored by certain groups--does not provide a meaningful investor protection. Phony private universities or nonprofits that may be guilty of fraud themselves can hardly be held accountable for policing it in stock offerings.
So rather than clarify existing law and preserve the compromise we struck in the JOBS Act, H.R. 79 provides a potential loophole that is overbroad and harmful to investors.
Mr. Chairman, I am even more troubled that Republicans have brought this bill and another Financial Services Committee bill to the floor this week without a hearing or a committee markup. In fact, there are 10 new Republican Members and 4 new Democratic Members on our committee that have never even considered this bill.
Collectively, they represent millions of Americans that are being denied the right to better understand this legislation. It is deeply troubling that Republicans have decided to use their newfound power to rush through changes under cover of night without the benefits of an open, public process.
For these reasons, I oppose H.R. 79.
Mr. Chairman, I reserve the balance of my time.
Mr. Chairman, I reserve the balance of my time.
Mr. Chair, I reserve the balance of my time.
Mr. Chair, I reserve the balance of my time.
Mr. Chair, I continue to reserve the balance of my time.
Mr. Chair, I continue to reserve the balance of my time.
Mr. Chair, I continue to reserve the balance of my time.
Mr. Chairman, I have no further speakers, and I reserve the balance of my time.
Mr. Chairman, I yield myself the balance of my time.
Mr. Chairman, both Democrats and Republicans want to help facilitate capital formation, particularly for groups such as angel investors, who have substantial experience in the private securities market, and for small companies like startups who are seeking funding to innovate and grow. But as Members of Congress, we also have the responsibility to protect investors and ensure that the rules of the road are reasonable and appropriate. This is especially important for retail investors, those of us who are looking to save for retirement or to buy a house or to support our children's education.
That is what concerns me about the bill we have before us today. We cannot create loopholes in the securities laws that could have a serious negative impact on Americans' nest eggs, so we must strike the right balance between capital formation in our securities markets and investor protection.
It is with these goals in mind that Democrats supported the current rules in place. Companies can raise money to grow and support their businesses in our securities markets under the purview of the SEC and State regulators. The regulatory framework we have set up allows for different activities and oversight depending on the nature of the security offering.
For example, public offerings provide robust information to investors about the risks and rewards of a particular securities purchase. They require the SEC or State securities regulator to preapprove and review an offering, and they provide legal recourse to investors that may be deceived. This is a strong regulatory framework that ensures our markets are safe and sound. In exchange for complying with these rules, companies can advertise and sell their stock to anyone in the general public.
On the other hand, private offerings do not come with the same regulatory requirements and protections, which can make it easier and less costly for firms to raise money. This means less information for investors, less legal recourse, and little to no scrutiny by regulators. So we put in place procedures to ensure these private offerings, which are inherently riskier, are only sold to accredited investors.
Private offerings now play a significant role in the market. Unregistered securities have surpassed registered securities in terms of capital formation. They have accounted for more than $2 trillion in new capital. Moreover, $71 billion has been raised since 2012 through the general solicitation and advertising exemption that we put in place in the JOBS Act. This is clearly an important and growing segment of our market, and, as such, I believe we need to be even more cautious about who is participating in it.
In fact, the SEC's Investor Advisory Committee said we should do more, not less, to protect investors in the general solicitation and advertising market for private offerings. They think we don't have enough guardrails in place. And yet this bill would do the opposite, by expanding the exemptions on general solicitation without similarly protecting the investor.
The bill also undercuts an important amendment Ranking Member Waters offered to the JOBS Act, which was approved unanimously. It required companies to verify that the purchaser is an accredited investor and is financially sophisticated enough to bear the risks involved in private offerings. By effectively allowing purchasers to ``self-certify'' at or after demo days sponsored by certain groups, the bill could open the door to financial ruin for a retail investor who may not have understood the consequences of his or her investment. So I oppose this bill.
I yield back the balance of my time.
Mr. Chairman, I rise as the designee for Ms. Waters' amendment to improve H.R. 79.
Mr. Chair, I move for the adoption of the amendment. This amendment, combined with Velazquez amendment, if adopted, would ensure that the bill strikes the appropriate balance between capital formation and investor protection.
First, the Waters amendment would prohibit event sponsors from collecting finders' fees for connecting potential investors to companies. This prohibition helps ensure that event sponsors, including colleges, nonprofits, and trade associations, don't have perverse incentives to drum up sales of stock.
Second, the Waters amendment would require the company selling securities to be a company operating in the real economy, not a hedge fund, shell company, or company going through bankruptcy. Not only does this provision protect investors from purchasing shares of an opaque or speculative firm, but it also ensures that the bill is targeted to provide relief to our Nation's startups and small businesses.
These two provisions are commonsense changes that I hope will receive bipartisan support. I move for the adoption of the amendment.
Mr. Chairman, I reserve the balance of my time.
Mr. Chair, just in closing, let me say that, again, this amendment will bring some balance to the legislature and ensure that the bill is targeted to provide relief to our Nation's startup and small businesses, and I urge its adoption.
Mr. Chair, I yield back the balance of my time.
Mr. Chairman, I demand a recorded vote.