[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[S. 4857 Introduced in Senate (IS)]
<DOC>
117th CONGRESS
2d Session
S. 4857
To amend the Securities Exchange Act of 1934 to require companies to
file public reports after meeting certain quantitative thresholds, and
for other purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
September 15, 2022
Mr. Reed (for himself, Ms. Cortez Masto, and Ms. Warren) introduced the
following bill; which was read twice and referred to the Committee on
Banking, Housing, and Urban Affairs
_______________________________________________________________________
A BILL
To amend the Securities Exchange Act of 1934 to require companies to
file public reports after meeting certain quantitative thresholds, 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 ``Private Markets Transparency and
Accountability Act''.
SEC. 2. REQUIREMENT TO FILE REGISTRATION STATEMENT.
(a) In General.--Section 12(g) of the Securities Exchange Act of
1934 (15 U.S.C. 78l(g)) is amended--
(1) in paragraph (1)--
(A) in subparagraph (A)--
(i) in clause (i), by moving the margins 2
ems to the right; and
(ii) in clause (ii)--
(I) by moving the margins 2 ems to
the right; and
(II) by striking ``and'' at the
end;
(B) by redesignating subparagraph (B) as
subparagraph (D); and
(C) by inserting after subparagraph (A) the
following:
``(B) within 18 months after the last day of the first
fiscal year ended on which the issuer has a valuation exceeding
$700,000,000 (excluding the value of shares held by affiliates
of the issuer),
``(C) within 18 months after the last day of the first
fiscal year ended on which the issuer has--
``(i) revenues exceeding $5,000,000,000; and
``(ii) not less than 5,000 employees, and'';
(2) in paragraph (4)--
(A) in the first sentence--
(i) by striking ``Registration'' and
inserting the following: ``Except in the case
of an issuer, the registration of a security of
which is required under paragraph (1)(B),
registration''; and
(ii) by striking ``persons persons'' and
inserting ``persons''; and
(B) by inserting after the first sentence the
following: ``In the case of an issuer, the registration
of a security of which is required under paragraph
(1)(B), registration of the security may be terminated
at the discretion of the Commission if the Commission
finds, based on a certification submitted by the issuer
under paragraph (7), and such other data and
information as the Commission may require, that the
valuation of the issuer has fallen below
$250,000,000.''; and
(3) by adding at the end the following:
``(7) Certification required.--With respect to an issuer,
the registration of a security of which is required under
paragraph (1)(B), the issuer shall submit to the Commission an
annual certification with respect to the value of shares held
by affiliates of the issuer (along with shareholdings of those
affiliates), beginning on the date on which that security is
first registered under that provision or such earlier date on
which the Commission requests information about the valuation
of the issuer or the holdings of the affiliates of the issuer.
``(8) Registration.--
``(A) In general.--Except as provided in
subparagraph (B), with respect to an issuer, the
registration of a security of which is required under
subparagraph (B) or (C) of paragraph (1), the issuer
shall file with the Commission such supplementary and
periodic information, documents, and reports as may be
required by the Commission under section 13 for a
security registered under this section.
``(B) Application.--The requirement under
subparagraph (A) shall cease to apply with respect to
an issuer on the earlier of--
``(i) 18 months after the first fiscal year
on which the issuer meets the thresholds in
subparagraph (A) or (B) of paragraph (1); or
``(ii) the date of the first sale of common
equity securities of the issuer pursuant to an
effective registration statement under the
Securities Act of 1933 (15 U.S.C. 77a et seq.).
``(9) Definitions; determinations.--
``(A) Definitions.--For purposes of paragraphs (1)
and (7), with respect to an issuer--
``(i) the term `affiliate' has the meaning
given the term in section 230.405 of title 17,
Code of Federal Regulations, as in effect on
the date of enactment of this paragraph; and
``(ii) the term `employee' includes--
``(I) any individual performing
clerical, administrative, support, or
other similar function for the issuer;
and
``(II) any independent contractor
acting on behalf of the issuer.
``(B) Determinations.--The procedures and criteria
to be used in determining the valuation of an issuer
for the purposes of paragraph (1)(B) may, as determined
by the Commission, by rule--
``(i) require a minimum trading period;
``(ii) rely on sales in a private market;
or
``(iii) rely on certified financial
statements.''.
(b) Rules.--
(1) Filings.--The Securities and Exchange Commission may,
by rule, as the Commission determines consistent with the
public interest and the protection of investors, tailor the
content of the information, documents, or reports required to
be filed by an issuer, the registration of a security of which
is required under paragraph (1)(C) of section 12(g)(1) of the
Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(1)), as added
by subsection (a).
(2) Transition thresholds.--The Securities and Exchange
Commission may, by rule, establish transition thresholds for
exiting from status as a reporting company under subparagraphs
(B) and (C) of section 12(g)(1) of the Securities Exchange Act
of 1934 (15 U.S.C. 78l(g)(1)), as added by subsection (a).
(3) Investment companies.--
(A) Definition.--In this paragraph, the term
``covered investment company'' means a person that is
excluded from the definition of ``investment company''
under subsection (b) or (c) of section 3 of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(B) Potential exemption.--The Securities and
Exchange Commission may, by rule, exempt covered
investment companies from the meaning of the term
``issuer'' for purposes of subparagraph (B) of section
12(g)(1) of the Securities Exchange Act of 1934 (15
U.S.C. 78l(g)(1)), as added by subsection (a), if the
Commission finds that doing so is--
(i) necessary or appropriate in the public
interest or for the protection of investors; or
(ii) otherwise in furtherance of the
purposes of the Securities Exchange Act of 1934
(15 U.S.C. 78a et seq.).
<all>