[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 3298 Introduced in Senate (IS)]
<DOC>
118th CONGRESS
1st Session
S. 3298
To require the Securities and Exchange Commission to revise the rules
of the Commission relating to general solicitation or general
advertising, and for other purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
November 14 (legislative day, November 13), 2023
Mr. Murphy (for himself, Ms. Sinema, and Mr. Tillis) introduced the
following bill; which was read twice and referred to the Committee on
Banking, Housing, and Urban Affairs
_______________________________________________________________________
A BILL
To require the Securities and Exchange Commission to revise the rules
of the Commission relating to general solicitation or general
advertising, 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 ``Helping Angels Lead Our Startups Act
of 2023'' or the ``HALOS Act of 2023''.
SEC. 2. HELPING ANGELS LEAD OUR STARTUPS.
(a) Definitions.--In this section, and for the purposes of the
revisions required under subsection (b)--
(1) the term ``angel investor group'' means any group
that--
(A) is composed of accredited investors who are
interested in investing personal capital in early-stage
companies;
(B) holds regular meetings and has defined
processes and procedures for making investment
decisions, either individually or among the membership
of the group as a whole; and
(C) is neither associated nor affiliated with
brokers, dealers, or investment advisers; and
(2) the term ``issuer'' means an issuer that--
(A) is a business;
(B) is not in bankruptcy or receivership; and
(C) is not a blank check, blind pool, or shell
company.
(b) Clarification of General Solicitation.--
(1) In general.--Not later than 180 days after the date of
enactment of this Act, the Securities and Exchange Commission
shall revise sections 230.500 through 230.508 of title 17, Code
of Federal Regulations (referred to in this subsection as
``Regulation D''), to require that, in carrying out the
prohibition against general solicitation or general advertising
under section 230.502(c) of title 17, Code of Federal
Regulations, the prohibition shall not apply to a presentation
or other communication made by or on behalf of an issuer at an
event--
(A) sponsored by--
(i) the United States;
(ii) any territory of the United States;
(iii) the District of Columbia;
(iv) any State;
(v) a political subdivision of any State or
territory;
(vi) an agency or public instrumentality of
any entity described in clauses (i) through
(v);
(vii) a college, university, or other
institution of higher education;
(viii) a nonprofit organization;
(ix) an angel investor group;
(x) a venture forum, venture capital
association, or trade association; or
(xi) any other group, person, or entity
that the Securities and Exchange Commission
may, by rule, determine to be appropriate;
(B) where any advertising for the event does not
reference any specific offering of securities by the
issuer;
(C) the sponsor of which--
(i) does not make investment
recommendations or provide investment advice to
attendees of the event;
(ii) does not engage in an active role in
any investment negotiations between the issuer
and investors attending the event;
(iii) does not charge attendees of the
event any fees other than reasonable
administrative fees;
(iv) does not receive any compensation
for--
(I) making introductions between
investors attending the event and
issuers; or
(II) investment negotiations
between the parties described in
subclause (I);
(v) makes readily available to attendees of
the event a disclosure not longer than 1 page
in length, as prescribed by the Securities and
Exchange Commission, describing the nature of
the event and the risks of investing in the
issuers presenting at the event; and
(vi) does not receive any compensation with
respect to the event that would require
registration of the sponsor as--
(I) a broker or a dealer under the
Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.); or
(II) an investment advisor under
the Investment Advisers Act of 1940 (15
U.S.C. 80b-1 et seq.); and
(D) where no specific information regarding an
offering of securities by the issuer is communicated or
distributed by or on behalf of the issuer, other than--
(i) that the issuer is in the process of
offering securities or planning to offer
securities;
(ii) the type and amount of securities
being offered;
(iii) the amount of securities being
offered that have already been subscribed for;
and
(iv) the intended use of proceeds of the
offering.
(2) Rule of construction.--Paragraph (1) may only be
construed as requiring the Securities and Exchange Commission
to amend Regulation D with respect to presentations and
communications and not with respect to purchases or sales.
(3) No pre-existing substantive relationship by reason of
event.--Attendance at an event described in paragraph (1) shall
not qualify, by itself, as establishing a pre-existing
substantive relationship between an issuer and a purchaser for
the purposes of section 230.506(b) of title 17, Code of Federal
Regulations.
<all>