[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3381 Reported in House (RH)]
<DOC>
Union Calendar No. 86
119th CONGRESS
1st Session
H. R. 3381
[Report No. 119-116]
To amend the Securities Act of 1933 to expand the ability to use
testing the waters and confidential draft registration submissions, and
for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
May 14, 2025
Mrs. Wagner (for herself, Mr. Meeks, and Mr. Sessions) introduced the
following bill; which was referred to the Committee on Financial
Services
June 3, 2025
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed
[Strike out all after the enacting clause and insert the part printed
in italic]
[For text of introduced bill, see copy of bill as introduced on May 14,
2025]
_______________________________________________________________________
A BILL
To amend the Securities Act of 1933 to expand the ability to use
testing the waters and confidential draft registration submissions, 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 ``Encouraging Public Offerings Act of
2025''.
SEC. 2. EXPANDING TESTING THE WATERS.
Section 5(d) of the Securities Act of 1933 (15 U.S.C. 77e(d)) is
amended--
(1) by striking ``Notwithstanding'' and inserting the
following:
``(1) In general.--Notwithstanding'';
(2) by striking ``an emerging growth company or any person
authorized to act on behalf of an emerging growth company'' and
inserting ``an issuer or any person authorized to act on behalf
of an issuer''; and
(3) by adding at the end the following:
``(2) Additional requirements.--
``(A) In general.--The Commission may promulgate
regulations, subject to public notice and comment, to
impose such other terms, conditions, or requirements on
the engaging in oral or written communications
described under paragraph (1) by an issuer other than
an emerging growth company as the Commission determines
appropriate.
``(B) Report to congress.--Prior to any rulemaking
described under subparagraph (A), the Commission shall
submit to Congress a report containing a list of the
findings supporting the basis of the rulemaking.''.
SEC. 3. CONFIDENTIAL REVIEW OF DRAFT REGISTRATION STATEMENTS.
Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is
amended--
(1) in the heading, by striking ``Emerging Growth
Companies'' and inserting ``Confidential Review of Draft
Registration Statements'';
(2) by redesignating paragraph (2) as paragraph (3); and
(3) by striking paragraph (1) and inserting the following:
``(1) In general.--Any issuer may, with respect to an
initial public offering, initial registration of a security of
the issuer under section 12(b) of the Securities Exchange Act
of 1934 (15 U.S.C. 78l(b)), or follow-on offering,
confidentially submit to the Commission a draft registration
statement, for confidential nonpublic review by the staff of
the Commission prior to public filing, provided that the
initial confidential submission and all amendments thereto
shall be publicly filed with the Commission not later than--
``(A) in the case of an initial public offering, 10
days before the effective date of such registration
statement;
``(B) in the case of an initial registration of a
security of the issuer under such section 12(b), 10
days before listing on an exchange; or
``(C) in the case of any offering after an initial
public offering or an initial registration under such
section 12(b), 48 hours before the effective date of
such registration statement.
``(2) Additional requirements.--
``(A) In general.--The Commission may promulgate
regulations, subject to public notice and comment, to
impose such other terms, conditions, or requirements on
the submission of draft registration statements
described under this subsection by an issuer other than
an emerging growth company as the Commission determines
appropriate.
``(B) Report to congress.--Prior to any rulemaking
described under subparagraph (A), the Commission shall
submit to Congress a report containing a list of the
findings supporting the basis of the rulemaking.''.
Union Calendar No. 86
119th CONGRESS
1st Session
H. R. 3381
[Report No. 119-116]
_______________________________________________________________________
A BILL
To amend the Securities Act of 1933 to expand the ability to use
testing the waters and confidential draft registration submissions, and
for other purposes.
_______________________________________________________________________
June 3, 2025
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed