[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[H.R. 9408 Introduced in House (IH)]
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117th CONGRESS
2d Session
H. R. 9408
To amend the Securities Act of 1933 to require that information
required to be disclosed to the Securities and Exchange Commission by
issuers be material to investors of those issuers, and for other
purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
December 2, 2022
Mr. Huizenga (for himself and Mr. Barr) introduced the following bill;
which was referred to the Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Securities Act of 1933 to require that information
required to be disclosed to the Securities and Exchange Commission by
issuers be material to investors of those issuers, and for other
purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Mandatory Materiality Requirement
Act of 2022''.
SEC. 2. LIMITATION ON DISCLOSURE REQUIREMENTS.
(a) Securities Act of 1933.--Section 2(b) of the Securities Act of
1933 (15 U.S.C. 77b(b)) is amended--
(1) in the subsection heading, by inserting ``; Limitation
on Disclosure Requirements'' after ``Formation'';
(2) by striking ``Whenever'' and inserting the following:
``(1) In general.--Whenever''; and
(3) by adding at the end the following:
``(2) Limitation.--
``(A) In general.--Whenever pursuant to this title
the Commission is engaged in rulemaking regarding
disclosure obligations of issuers, the Commission may
impose a disclosure requirement on an issuer only if
the Commission expressly determines that there is a
substantial likelihood that a reasonable investor of
the issuer would consider the information disclosed to
the Commission under the requirement to be important
with respect to an investment decision regarding the
issuer.
``(B) Applicability.--Subparagraph (A) shall not
apply with respect to the removal of any disclosure
requirement with respect to an issuer.
``(C) Rule of construction.--For the purposes of
this paragraph, information is important with respect
to an investment decision made by an investor if there
is a substantial likelihood that the investor would
view the failure to disclose that information as having
significantly altered the total mix of information made
available to the investor.''.
(b) Securities Exchange Act of 1934.--Section 3(f) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(f)) is amended--
(1) in the subsection heading, by inserting ``; Limitation
on Disclosure Requirements'' after ``Formation'';
(2) by striking ``Whenever'' and inserting the following:
``(1) In general.--Whenever''; and
(3) by adding at the end the following:
``(2) Limitation.--
``(A) In general.--Whenever pursuant to this title
the Commission is engaged in rulemaking regarding
disclosure obligations of issuers, the Commission may
impose a disclosure requirement on an issuer only if
the Commission expressly determines that there is a
substantial likelihood that a reasonable investor of
the issuer would consider the information disclosed to
the Commission under the requirement to be important
with respect to an investment decision regarding the
issuer.
``(B) Applicability.--Subparagraph (A) shall not
apply with respect to the removal of any disclosure
requirement with respect to an issuer.
``(C) Rule of construction.--For the purposes of
this paragraph, information is important with respect
to an investment decision made by an investor if there
is a substantial likelihood that the investor would
view the failure to disclose that information as having
significantly altered the total mix of information made
available to the investor.''.
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