[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3383 Referred in Senate (RFS)]
<DOC>
119th CONGRESS
1st Session
H. R. 3383
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
December 15, 2025
Received; read twice and referred to the Committee on Banking, Housing,
and Urban Affairs
_______________________________________________________________________
AN ACT
To amend the Investment Company Act of 1940 with respect to the
authority of closed-end companies to invest in private funds.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE; TABLE OF CONTENTS.
(a) Short Title.--This Act may be cited as the ``Incentivizing New
Ventures and Economic Strength Through Capital Formation Act of 2025''
or the ``INVEST Act of 2025''.
(b) Table of Contents.--The table of contents for this Act is as
follows:
Sec. 1. Short title; table of contents.
TITLE I--EXPANDING ACCESS TO CAPITAL FOR SMALL BUSINESSES
Sec. 101. Expanding access to capital for rural job creators.
Sec. 102. Helping angels lead our startups.
Sec. 103. Amendment for crowdfunding capital enhancement and small-
business support.
Sec. 104. Small business investor capital access.
Sec. 105. Advocating for small business.
Sec. 106. Small entity update.
Sec. 107. Improving access to small business information.
Sec. 108. Improving capital allocation for newcomers.
Sec. 109. Developing and empowering our aspiring leaders.
TITLE II--INCREASING OPPORTUNITIES FOR INVESTORS
Sec. 201. Fair investment opportunities for professional experts.
Sec. 202. Retirement fairness for charities and educational
institutions.
Sec. 203. Equal opportunity for all investors.
Sec. 204. Senior Security.
Sec. 205. Improving disclosure for investors.
Sec. 206. Increasing investor opportunities.
TITLE III--STRENGTHENING PUBLIC MARKETS
Sec. 301. Encouraging local emerging ventures and economic growth.
Sec. 302. Access to small business investor capital.
Sec. 303. Encouraging public offerings.
Sec. 304. Greenlighting growth.
Sec. 305. Middle market IPO cost.
Sec. 306. Expanding WKSI eligibility.
Sec. 307. Enhancing multi-class share disclosures.
TITLE I--EXPANDING ACCESS TO CAPITAL FOR SMALL BUSINESSES
SEC. 101. EXPANDING ACCESS TO CAPITAL FOR RURAL JOB CREATORS.
Section 4(i) of the Securities Exchange Act of 1934 (15 U.S.C.
78d(i)) is amended--
(1) in paragraph (4)(C), by inserting ``, rural-area small
businesses'' after ``women-owned small businesses''; and
(2) in paragraph (6)(B)(iii), by inserting ``, rural-area
small businesses'' after ``women-owned small businesses''.
SEC. 102. HELPING ANGELS LEAD OUR STARTUPS.
(a) Definitions.--For purposes of this section and the revision of
rules required under this section:
(1) Angel investor group.--The term ``angel investor
group'' means any group that--
(A) is composed of accredited investors 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.
(2) Issuer.--The term ``issuer'' means an issuer that is a
business, is not in bankruptcy or receivership, is not an
investment company, and is not a blank check, blind pool, or
shell company.
(b) In General.--Not later than 6 months after the date of
enactment of this Act, the Securities and Exchange Commission shall
revise Regulation D (17 CFR 230.500 et seq.) to require that in
carrying out the prohibition against general solicitation or general
advertising contained in 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 which is made
at an event--
(1) sponsored by--
(A) the United States or any territory thereof, the
District of Columbia, any State, a federally recognized
Indian Tribe, a political subdivision of any State,
territory, or federally recognized Indian Tribe, or any
agency or public instrumentality of any of the
foregoing;
(B) a college, university, or other institution of
higher education;
(C) a nonprofit organization;
(D) an angel investor group;
(E) an incubator or accelerator;
(F) a venture forum, venture capital association,
or trade association, other than an association created
solely for the purpose of sponsoring an event described
under this subsection; or
(G) any other group, person, or entity as the
Securities and Exchange Commission may determine by
rule;
(2) that is not held in any facility that is owned or
operated by a religious organization, other than an institution
of higher education that is accredited and operated primarily
for post-secondary education;
(3) where any advertising for the event does not reference
any specific offering of securities by the issuer;
(4) the sponsor of which--
(A) does not make investment recommendations or
provide investment advice to event attendees;
(B) does not engage in an active role in any
investment negotiations between the issuer and
investors attending the event;
(C) does not charge event attendees any fees other
than reasonable administrative fees;
(D) does not receive any compensation for making
introductions between investors attending the event and
issuers, or for investment negotiations between such
parties;
(E) makes readily available to attendees a
disclosure not longer than one 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
(F) does not receive any compensation with respect
to such event that would require registration of the
sponsor as a broker or a dealer under the Securities
Exchange Act of 1934, or as an investment advisor under
the Investment Advisers Act of 1940; and
(5) 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--
(A) that the issuer is in the process of offering
securities or planning to offer securities;
(B) the type and amount of securities being
offered;
(C) the amount of securities being offered that
have already been subscribed for; and
(D) the intended use of proceeds of the offering.
(c) Rule of Construction.--Subsection (b) may only be construed as
requiring the Securities and Exchange Commission to amend the
requirements of Regulation D with respect to presentations and
communications, and not with respect to purchases or sales.
(d) No Pre-existing Substantive Relationship by Reason of Event.--
Attendance at an event described under subsection (b) shall not
qualify, by itself, as establishing a pre-existing substantive
relationship between an issuer and a purchaser, for purposes of Rule
506(b).
SEC. 103. AMENDMENT FOR CROWDFUNDING CAPITAL ENHANCEMENT AND SMALL-
BUSINESS SUPPORT.
(a) In General.--Section 4A of the Securities Act of 1933 (15
U.S.C. 77d-1) is amended--
(1) in subsection (b)(1)(D), by striking ``$100,000'' each
place such term appears and inserting ``$250,000''; and
(2) by adding at the end the following:
``(i) Discretion to Adjust Amount.--The Commission may increase the
amount specified in subsections (b)(1)(D)(i) and (b)(1)(D)(ii) from
$250,000 to an amount not greater than $400,000 upon the recommendation
of the Office of the Advocate for Small Business Capital Formation and
the Office of the Investor Advocate.''.
(b) Technical Corrections.--The Securities Act of 1933 (15 U.S.C.
77a et seq.) is amended--
(1) in section 4A--
(A) by striking ``section 4(6)'' each place such
term appears and inserting ``section 4(a)(6)''; and
(B) by striking ``section 4(6)(B)'' each place such
term appears and inserting ``section 4(a)(6)(B)'';
(2) in section 16(f)(3), by striking ``section 4(2)'' and
inserting ``section 4(a)(2)''; and
(3) in section 18--
(A) in subsection (b)(4)--
(i) in subparagraph (B), by striking
``section 4(4)'' and inserting ``section
4(a)(4)'';
(ii) in subparagraph (C), by striking
``section 4(6)'' and inserting ``section
4(a)(6)''; and
(iii) in subparagraph (F), by striking
``section 4(2)'' each place such term appears
and inserting ``section 4(a)(2)''; and
(B) in subsection (c)(1)(B), by striking ``section
4(6)'' and inserting ``section 4(a)(6)'';
SEC. 104. SMALL BUSINESS INVESTOR CAPITAL ACCESS.
Section 203(m) of the Investment Advisers Act of 1940 (15 U.S.C.
80b-3(m)) is amended--
(1) in paragraph (1), by striking ``$150,000,000'' and
inserting ``$175,000,000''; and
(2) by adding at the end the following:
``(5) Inflation adjustment.--The Commission shall, every 5
years, adjust the dollar amount described under paragraph (1)
to reflect the change in the Consumer Price Index for All Urban
Consumers published by the Bureau of Labor Statistics of the
Department of Labor, and round such dollar amount to the
nearest multiple of $1,000,000.''.
SEC. 105. ADVOCATING FOR SMALL BUSINESS.
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is
amended by adding at the end the following:
``(k) Offices of Small Business.--The Commission shall ensure that,
within each of the Division of Corporation Finance, the Division of
Investment Management, and the Division of Trading and Markets, an
Office of Small Business is established that shall coordinate with the
Office of the Advocate for Small Business Capital Formation on rules
and policy priorities related to capital formation. This subsection may
not be construed to authorize expenditures for additional full-time
equivalent employees.''.
SEC. 106. SMALL ENTITY UPDATE.
(a) Definitions.--In this section--
(1) the term ``Commission'' means the Securities and
Exchange Commission; and
(2) the term ``small entity''--
(A) has the meaning given the term in section 601
of title 5, United States Code, with respect to the
activities of the Commission; and
(B) includes any definition established by the
Commission of the term ``small business'', ``small
organization'', ``small governmental jurisdiction'', or
``small entity'' under paragraph (3), (4), (5), or (6),
respectively, of section 601 of title 5, United States
Code, with respect to the activities of the Commission.
(b) Studies and Reports.--Not later than 1 year after the date of
enactment of this Act, and again 5 years thereafter, the Commission
shall--
(1) conduct a study of the definition of the term ``small
entity'' with respect to the activities of the Commission for
the purposes of chapter 6 of title 5, United States Code, which
shall consider--
(A) the extent to which the definition of the term
``small entity'', as in effect during the period in
which the study is conducted, aligns with the findings
and declarations made under section 2(a) of the
Regulatory Flexibility Act (5 U.S.C. 601 note);
(B) the amount by which financial markets in the
United States have grown since the last time the
Commission amended the definition of the term ``small
entity'', if applicable; and
(C) how the Commission should define the term
``small entity'' to ensure that the entities that would
fall under that definition be appropriately considered
a ``small entity'' consistent with subparagraphs (A)
and (B); and
(2) submit to Congress a report that includes--
(A) the results of the applicable study conducted
under paragraph (1); and
(B) specific and detailed recommendations on the
ways in which the Commission could amend the definition
of the term ``small entity'' to--
(i) be consistent with the results
described in subparagraph (A); and
(ii) expand the number of entities covered
by such definition.
(c) Proposed Rule Revisions in Lieu of Study.--
(1) Initial study.--The Commission may satisfy the
requirement to conduct the first study described in subsection
(b)(1) and submit the associated report described in subsection
(b)(2) by, within 1 year of the date of enactment of this Act,
proposing revisions to the rules of the Commission relating to
the term ``small entity'' in consideration of subparagraphs
(A), (B), and (C) of subsection (b)(1).
(2) Second study.--The Commission may satisfy the
requirement to conduct the second study described in subsection
(b)(1) and submit the associated report described in subsection
(b)(2) by, no sooner than 5 years and no later than 6 years
after the date of enactment of this Act, proposing revisions to
the rules of the Commission relating to the term ``small
entity'' in consideration of subparagraphs (A), (B), and (C) of
subsection (b)(1).
(d) Rulemaking.--Concurrently with, or after the completion of,
each study required under subsection (b), the Commission shall, subject
to public notice and comment, revise the rules of the Commission
consistent with the results of such study.
(e) Inflation Adjustments.--After the Commission issues the final
rule revisions required under subsection (c), and every 5 years
thereafter, the Commission shall adjust any dollar figures under the
definition of small entity established by the Commission to reflect the
change in the Consumer Price Index for All Urban Consumers published by
the Bureau of Labor Statistics of the Department of Labor.
SEC. 107. IMPROVING ACCESS TO SMALL BUSINESS INFORMATION.
Section 4(i) of the Securities Exchange Act of 1934 (15 U.S.C.
78d(i)) is amended by adding at the end the following:
``(10) Preservation of information collection burden
review.--
``(A) In general.--Actions taken by the Advocate
for Small Business Capital Formation under this
subsection shall not be a `collection of information'
for purposes of subchapter I of chapter 35 of title 44,
United States Code (commonly known as the `Paperwork
Reduction Act').
``(B) Exceptions.--Notwithstanding subparagraph
(A), the requirements under subsections (c)(1), (c)(4),
and (i) of section 3506 of title 44, United States
Code, and section 3507(a)(1)(A) of such title shall
apply to actions taken by the Advocate for Small
Business Capital Formation under this subsection,
except that the Commission shall not be required--
``(i) to submit a collection of information
by the Advocate to the Director of the Office
of Management and Budget, as referenced under
section 3506(c)(1)(A) of such title;
``(ii) to display a control number on a
collection of information by the Advocate, as
described under section 3506(c)(1)(B)(i) of
such title (or to inform a person receiving a
collection of information from the Advocate
that the collection of information needs to
display a control number, as described under
section 3506(c)(1)(B)(iii)(V) of such title);
or
``(iii) to indicate a collection of
information by the Advocate is in accordance
with the clearance requirements of section 3507
of such title, as described under section
3506(c)(1)(B)(ii) of such title.''.
SEC. 108. IMPROVING CAPITAL ALLOCATION FOR NEWCOMERS.
(a) Qualifying Venture Capital Funds.--Section 3(c)(1) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3(c)(1)) is amended--
(1) in the matter preceding subparagraph (A), by striking
``250 persons'' and inserting ``500 persons''; and
(2) in subparagraph (C)(i)--
(A) by striking ``$10,000,000'' and inserting
``$50,000,000''; and
(B) by striking ``beginning from a measurement made
by the Commission on a date selected by the
Commission'' and inserting ``beginning from a
measurement made on the date of the enactment of the
INVEST Act of 2025''.
(b) Study and Rulemaking.--
(1) In general.--Beginning 5 years after the date of
enactment of this Act, the Advocate for Small Business Capital
Formation, in consultation with the Investor Advocate, shall
conduct a study on the effect of the amendments made by
subsection (a) on the businesses and startup entities in which
qualifying venture capital funds invest, specifically
including, with respect to such businesses and startup
entities, changes or trends relating to--
(A) the geographic distribution of capital to
portfolio companies;
(B) the socio-economic characteristics of founders
or controlling persons;
(C) the veteran status of founders or controlling
persons;
(D) the industry sector, size, stage of
development, and related details; and
(E) other factors or metrics determined by the
Advocate for Small Business Capital Formation.
(2) Authorities related to required study.--For purposes of
conducting the study required by paragraph (1), the Advocate
for Small Business Capital Formation and the Investor Advocate
shall have the authority to--
(A) obtain from the Securities and Exchange
Commission (in this section referred to as the
``Commission'') and utilize any data or information
necessary to carry out the study;
(B) request and receive assistance from any
division or office of the Commission, including the
Division of Economic and Risk Analysis; and
(C) enter into agreements with third parties to
assist in data analysis.
(3) Report.--The Advocate for Small Business Capital
Formation shall issue a report to the Congress containing all
findings and determinations made in carrying out the study
required in paragraph (1), and make such report available to
the public on the website of the Commission.
(4) Public comment.--During the 180-day period beginning on
the date the report is issued under paragraph (3), the
Commission shall solicit feedback from the public on the
findings and determinations contained in the report.
(5) Rulemaking.--
(A) In general.--The Commission, in consultation
with the Investor Advocate and the Advocate for Small
Business Capital Formation, may, after considering all
comments received under paragraph (3) and only if the
Commission determines in such report that the
amendments made by subsection (a) have had a
demonstrable effect on increasing the geographic
distribution of capital to portfolio companies,
increasing the variety of the socio-economic
characteristics of founders or controlling persons, or
increasing the number of founders or controlling
persons who are veterans, issue rules to--
(i) increase or decrease the 500 person
threshold described in the matter preceding
subparagraph (A) of section 3(c)(1) of the
Investment Company Act of 1940, but such
threshold may not exceed 750 persons or be
reduced below 250 persons; and
(ii) increase or decrease the $50,000,000
dollar figure in section 3(c)(1)(C)(i) of the
Investment Company Act of 1940, but such dollar
figure may not exceed $100,000,000 or be
reduced below $10,000,000.
(B) Deadline for rulemaking.--The rulemaking
authority in subparagraph (A) only applies to a rule
with respect to which the proposed rule was issued
during the 180-day period beginning at the end of the
public comment period described in paragraph (4).
(C) No effect on inflation adjustments.--A rule
issued under this subsection shall have no effect on
the requirement under clause (i) of section 3(c)(1)(C)
of the Investment Company Act of 1940 (15 U.S.C. 80a-
3(c)(1)(C)) to index the first dollar amount in such
clause for inflation.
SEC. 109. DEVELOPING AND EMPOWERING OUR ASPIRING LEADERS.
Not later than the end of the 180-day period beginning on the date
of the enactment of this Act, the Securities and Exchange Commission
shall--
(1) revise the definition of a qualifying investment under
paragraph (c) of section 275.203(l)-1 of title 17, Code of
Federal Regulations--
(A) to include an equity security issued by a
qualifying portfolio company, whether acquired directly
from the company or in a secondary acquisition; and
(B) to specify that an investment in another
venture capital fund (as defined in paragraph (a)
section 275.203(l)-1 of title 17, Code of Federal
Regulations) is a qualifying investment under such
definition; and
(2) revise paragraph (a) of such section to require, as a
condition of a private fund qualifying as a venture capital
fund under such paragraph, that, immediately after the
acquisition of any asset, such fund holds no more than 49
percent of the amount of the fund's aggregate capital
contributions and uncalled committed capital (excluding short-
term holdings) in--
(A) one or more venture capital funds; or
(B) qualifying investments acquired in a secondary
acquisition, valued at cost or fair value, consistently
applied by the fund.
TITLE II--INCREASING OPPORTUNITIES FOR INVESTORS
SEC. 201. FAIR INVESTMENT OPPORTUNITIES FOR PROFESSIONAL EXPERTS.
(a) In General.--Section 2(a)(15) of the Securities Act of 1933 (15
U.S.C. 77b(a)(15)) is amended--
(1) by redesignating subparagraphs (i) and (ii) as
subparagraphs (A) and (F), respectively; and
(2) in subparagraph (A) (as so redesignated), by striking
``; or'' and inserting a semicolon, and inserting after such
subparagraph the following:
``(B) with respect to a proposed sale of a
security, any natural person whose individual net
worth, or joint net worth with that person's spouse or
spousal equivalent, at the time of such sale, exceeds
$1,000,000 (which amount, along with the amounts set
forth in subparagraph (C), shall be adjusted for
inflation by the Commission every 5 years to the
nearest $10,000 to reflect the change in the Consumer
Price Index for All Urban Consumers published by the
Bureau of Labor Statistics) where, for purposes of
calculating net worth under this subparagraph--
``(i) the person's primary residence shall
not be included as an asset;
``(ii) indebtedness that is secured by the
person's primary residence, up to the estimated
fair market value of the primary residence at
the time of such sale, shall not be included as
a liability (except that if the amount of such
indebtedness outstanding at the time of such
sale exceeds the amount outstanding 60 days
before such time, other than as a result of the
acquisition of the primary residence, the
amount of such excess shall be included as a
liability); and
``(iii) indebtedness that is secured by the
person's primary residence in excess of the
estimated fair market value of the primary
residence at the time of such sale shall be
included as a liability;
``(C) any natural person who had an individual
income in excess of $200,000 in each of the 2 most
recent years or joint income with that person's spouse
or spousal equivalent in excess of $300,000 in each of
those years and has a reasonable expectation of
reaching the same income level in the current year;
``(D) any natural person who is--
``(i) currently licensed or registered as a
broker or investment adviser by the Commission,
a self-regulatory organization (as defined in
section 3(a) of the Securities Exchange Act of
1934), or the securities division of a State,
the District of Columbia, or a territory of the
United States or the equivalent division
responsible for licensing or registration of
individuals in connection with securities
activities; and
``(ii) in good standing with respect to
such license or registration;
``(E) any natural person the Commission determines,
by regulation, to have demonstrable education or job
experience to qualify such person as having
professional knowledge of a subject related to a
particular investment, and whose education or job
experience is verified by a self-regulatory
organization (as defined in section 3(a) of the
Securities Exchange Act of 1934); or''.
(b) Rulemaking.--Not later than 180 days after the date of
enactment of this Act, the Securities and Exchange Commission shall
revise the definition of accredited investor under Regulation D (17 CFR
230.500 et seq.) to conform with the amendments made by subsection (a).
SEC. 202. RETIREMENT FAIRNESS FOR CHARITIES AND EDUCATIONAL
INSTITUTIONS.
(a) Amendments to the Investment Company Act of 1940.--Section
3(c)(11) of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)(11))
is amended to read as follows:
``(11) Any--
``(A) employee's stock bonus, pension, or profit-
sharing trust which meets the requirements for
qualification under section 401 of the Internal Revenue
Code of 1986;
``(B) custodial account meeting the requirements of
section 403(b)(7) of such Code;
``(C) governmental plan described in section
3(a)(2)(C) of the Securities Act of 1933 (15 U.S.C.
77c(a)(2)(C));
``(D) collective trust fund maintained by a bank
consisting solely of assets of one or more--
``(i) trusts described in subparagraph (A);
``(ii) governmental plans described in
subparagraph (C);
``(iii) church plans, companies, or
accounts that are excluded from the definition
of an investment company under paragraph (14)
of this subsection; or
``(iv) plans which meet the requirements of
section 403(b) of the Internal Revenue Code of
1986--
``(I) if--
``(aa) such plan is subject
to title I of the Employee
Retirement Income Security Act
of 1974 (29 U.S.C. 1001 et
seq.);
``(bb) any employer making
such plan available agrees to
serve as a fiduciary for the
plan with respect to the
selection of the plan's
investments among which
participants can choose; or
``(cc) such plan is a
governmental plan (as defined
in section 414(d) of such
Code); and
``(II) if the employer, a fiduciary
of the plan, or another person acting
on behalf of the employer reviews and
approves each investment alternative
offered under such plan described under
subclause (I)(cc) prior to the
investment being offered to
participants in the plan; or
``(E) separate account the assets of which are
derived solely from--
``(i) contributions under pension or
profit-sharing plans which meet the
requirements of section 401 of the Internal
Revenue Code of 1986 or the requirements for
deduction of the employer's contribution under
section 404(a)(2) of such Code;
``(ii) contributions under governmental
plans in connection with which interests,
participations, or securities are exempted from
the registration provisions of section 5 of the
Securities Act of 1933 (15 U.S.C. 77e) by
section 3(a)(2)(C) of such Act (15 U.S.C.
77c(a)(2)(C));
``(iii) advances made by an insurance
company in connection with the operation of
such separate account; and
``(iv) contributions to a plan described in
clause (iii) or (iv) of subparagraph (D).''.
(b) Amendments to the Securities Act of 1933.--Section 3(a)(2) of
the Securities Act of 1933 (15 U.S.C. 77c(a)(2)) is amended--
(1) by striking ``beneficiaries, or (D)'' and inserting
``beneficiaries, (D) a plan which meets the requirements of
section 403(b) of such Code (i) if (I) such plan is subject to
title I of the Employee Retirement Income Security Act of 1974
(29 U.S.C. 1001 et seq.), (II) any employer making such plan
available agrees to serve as a fiduciary for the plan with
respect to the selection of the plan's investments among which
participants can choose, or (III) such plan is a governmental
plan (as defined in section 414(d) of such Code), and (ii) if
the employer, a fiduciary of the plan, or another person acting
on behalf of the employer reviews and approves each investment
alternative offered under any plan described under clause
(i)(III) prior to the investment being offered to participants
in the plan, or (E)'';
(2) by striking ``(C), or (D)'' and inserting ``(C), (D),
or (E)''; and
(3) by striking ``(iii) which is a plan funded'' and all
that follows through ``retirement income account).'' and
inserting ``(iii) in the case of a plan not described in
subparagraph (D) or (E), which is a plan funded by an annuity
contract described in section 403(b) of such Code''.
(c) Amendments to the Securities Exchange Act of 1934.--Section
3(a)(12)(C) of the Securities Exchange Act of 1934 (15 U.S.C.
78c(a)(12)(C)) is amended--
(1) by striking ``or (iv)'' and inserting ``(iv) a plan
which meets the requirements of section 403(b) of such Code (I)
if (aa) such plan is subject to title I of the Employee
Retirement Income Security Act of 1974 (29 U.S.C. 1001 et
seq.), (bb) any employer making such plan available agrees to
serve as a fiduciary for the plan with respect to the selection
of the plan's investments among which participants can choose,
or (cc) such plan is a governmental plan (as defined in section
414(d) of such Code), and (II) if the employer, a fiduciary of
the plan, or another person acting on behalf of the employer
reviews and approves each investment alternative offered under
any plan described under subclause (I)(cc) prior to the
investment being offered to participants in the plan, or (v)'';
(2) by striking ``(ii), or (iii)'' and inserting ``(ii),
(iii), or (iv)''; and
(3) by striking ``(II) is a plan funded'' and inserting
``(II) in the case of a plan not described in clause (iv), is a
plan funded''.
(d) Conforming Amendment to the Securities Exchange Act of 1934.--
Section 12(g)(2)(H) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(g)(2)(H)) is amended by striking ``or (iii)'' and inserting ``(iii)
a plan described in section 3(a)(12)(C)(iv) of this Act, or (iv)''.
SEC. 203. EQUAL OPPORTUNITY FOR ALL INVESTORS.
(a) In General.--The Commission shall revise the definition of
``accredited investor'' under Regulation D (section 230.500 et seq. of
title 17, Code of Federal Regulations) to include any natural person
who is certified through the examination required under subsection (b).
(b) Establishment of Examination.--Not later than 1 year after the
date of the enactment of this Act, the Commission shall establish an
examination (including a test, certification, or examination program)--
(1) to certify an individual as an accredited investor; and
(2) that--
(A) is designed with an appropriate level of
difficulty such that an individual with financial
sophistication would be unlikely to fail; and
(B) includes methods to determine whether an
individual seeking to be certified as an accredited
investor demonstrates competency with respect to--
(i) the different types of securities;
(ii) the disclosure requirements under the
securities laws applicable to issuers and
offerings of securities exempt from
registration under section 5 of the Securities
Act of 1933 as compared to issuers and
offerings of securities subject to such section
5;
(iii) corporate governance;
(iv) financial statements and the
components of such statements;
(v) aspects of unregistered securities,
securities issued by private companies, and
investments into private funds, including risks
associated with--
(I) limited liquidity;
(II) limited disclosures;
(III) subjectivity and variability
in valuations and the analytical tools
investors may use to assess such
valuations;
(IV) information asymmetry;
(V) leverage risks;
(VI) concentration risk; and
(VII) longer investment horizons;
(vi) potential conflicts of interest, when
the interests of financial professionals and
their clients are misaligned or when their
professional responsibilities may be in
conflict with financial motivations; and
(vii) such other criteria as the Commission
determines necessary or appropriate in the
public interest or for the protection of
investors.
(c) Administration.--Beginning not later than 180 days after the
date the examination is established under subsection (b), such
examination shall be administered and offered free of charge to the
public by a registered national securities association under section
15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3).
(d) Commission Defined.--In this section, the term ``Commission''
means the Securities and Exchange Commission.
SEC. 204. SENIOR SECURITY.
(a) Senior Investor Taskforce.--Section 4 of the Securities
Exchange Act of 1934 (15 U.S.C. 78d), as amended by section 105 is
further amended by adding at the end the following:
``(l) Senior Investor Taskforce.--
``(1) Establishment.--There is established within the
Commission the Senior Investor Taskforce (in this subsection
referred to as the `Taskforce').
``(2) Director of the taskforce.--The head of the Taskforce
shall be the Director, who shall--
``(A) report directly to the Chairman; and
``(B) be appointed by the Chairman, in consultation
with the Commission, from among individuals--
``(i) currently employed by the Commission
or from outside of the Commission; and
``(ii) having experience in advocating for
the interests of senior investors.
``(3) Staffing.--The Chairman shall ensure that--
``(A) the Taskforce is staffed sufficiently to
carry out fully the requirements of this subsection;
and
``(B) such staff shall include individuals from the
Division of Enforcement, Office of Compliance
Inspections and Examinations, and Office of Investor
Education and Advocacy.
``(4) No compensation for members of taskforce.--All
members of the Taskforce appointed under paragraph (2) or (3)
shall serve without compensation in addition to that received
for their services as officers or employees of the United
States.
``(5) Minimizing duplication of efforts.--In organizing and
staffing the Taskforce, the Chairman shall take such actions as
may be necessary to minimize the duplication of efforts within
the divisions and offices described under paragraph (3)(B) and
any other divisions, offices, or taskforces of the Commission.
``(6) Functions of the taskforce.--The Taskforce shall--
``(A) identify challenges that senior investors
encounter, including problems associated with financial
exploitation and cognitive decline;
``(B) identify areas in which senior investors
would benefit from changes in the regulations of the
Commission or the rules of self-regulatory
organizations;
``(C) coordinate, as appropriate, with other
offices within the Commission, other taskforces that
may be established within the Commission, self-
regulatory organizations, and the Elder Justice
Coordinating Council; and
``(D) consult, as appropriate, with State
securities and law enforcement authorities, State
insurance regulators, and other Federal agencies.
``(7) Report.--The Taskforce, in coordination, as
appropriate, with the Office of the Investor Advocate and self-
regulatory organizations, and in consultation, as appropriate,
with State securities and law enforcement authorities, State
insurance regulators, and Federal agencies, shall issue a
report every 2 years to the Committee on Banking, Housing, and
Urban Affairs and the Special Committee on Aging of the Senate
and the Committee on Financial Services of the House of
Representatives, the first of which shall not be issued until
after the report described in section 3 of the National Senior
Investor Initiative Act of 2025 has been issued and considered
by the Taskforce, containing--
``(A) appropriate statistical information and full
and substantive analysis;
``(B) a summary of recent trends and innovations
that have impacted the investment landscape for senior
investors;
``(C) a summary of regulatory initiatives that have
concentrated on senior investors and industry practices
related to senior investors;
``(D) key observations, best practices, and areas
needing improvement, involving senior investors
identified during examinations, enforcement actions,
and investor education outreach;
``(E) a summary of the most serious issues
encountered by senior investors, including issues
involving financial products and services;
``(F) an analysis with regard to existing policies
and procedures of brokers, dealers, investment
advisers, and other market participants related to
senior investors and senior investor-related topics and
whether these policies and procedures need to be
further developed or refined;
``(G) recommendations for such changes to the
regulations, guidance, and orders of the Commission and
self-regulatory organizations and such legislative
actions as may be appropriate to resolve problems
encountered by senior investors; and
``(H) any other information, as determined
appropriate by the Director of the Taskforce.
``(8) Request for reports.--The Taskforce shall make any
report issued under paragraph (7) available to a Member of
Congress who requests such a report.
``(9) Sunset.--The Taskforce shall terminate after the end
of the 10-year period beginning on the date of the enactment of
this subsection.
``(10) Senior investor defined.--In this subsection, the
term `senior investor' means an investor over the age of 65.
``(11) Use of existing funds.--The Commission shall use
existing funds to carry out this subsection.''.
(b) GAO Study.--
(1) Study.--Not later than 2 years after the date of
enactment of this Act, the Comptroller General of the United
States shall submit to Congress and the Senior Investor
Taskforce the results of a study of financial exploitation of
senior citizens.
(2) Contents.--The study required under paragraph (1) shall
include information with respect to--
(A) economic costs of the financial exploitation of
senior citizens--
(i) associated with losses by victims that
were incurred as a result of the financial
exploitation of senior citizens;
(ii) incurred by State and Federal
agencies, law enforcement and investigatory
agencies, public benefit programs, public
health programs, and other public programs as a
result of the financial exploitation of senior
citizens;
(iii) incurred by the private sector as a
result of the financial exploitation of senior
citizens; and
(iv) any other relevant costs that--
(I) result from the financial
exploitation of senior citizens; and
(II) the Comptroller General
determines are necessary and
appropriate to include in order to
provide Congress and the public with a
full and accurate understanding of the
economic costs resulting from the
financial exploitation of senior
citizens in the United States;
(B) frequency of senior financial exploitation and
correlated or contributing factors--
(i) information about percentage of senior
citizens financially exploited each year; and
(ii) information about factors contributing
to increased risk of exploitation, including
such factors as race, social isolation, income,
net worth, religion, region, occupation,
education, home-ownership, illness, and loss of
spouse; and
(C) policy responses and reporting of senior
financial exploitation--
(i) the degree to which financial
exploitation of senior citizens unreported to
authorities;
(ii) the reasons that financial
exploitation may be unreported to authorities;
(iii) to the extent that suspected elder
financial exploitation is currently being
reported--
(I) information regarding which
Federal, State, and local agencies are
receiving reports, including adult
protective services, law enforcement,
industry, regulators, and professional
licensing boards;
(II) information regarding what
information is being collected by such
agencies; and
(III) information regarding the
actions that are taken by such agencies
upon receipt of the report and any
limits on the agencies' ability to
prevent exploitation, such as
jurisdictional limits, a lack of
expertise, resource challenges, or
limiting criteria with regard to the
types of victims they are permitted to
serve;
(iv) an analysis of gaps that may exist in
empowering Federal, State, and local agencies
to prevent senior exploitation or respond
effectively to suspected senior financial
exploitation; and
(v) an analysis of the legal hurdles that
prevent Federal, State, and local agencies from
effectively partnering with each other and
private professionals to effectively respond to
senior financial exploitation.
(3) Senior citizen defined.--In this subsection, the term
``senior citizen'' means an individual over the age of 65.
SEC. 205. IMPROVING DISCLOSURE FOR INVESTORS.
(a) Promulgation of Rules.--Not later than 180 days after the date
of the enactment of this section, the Securities and Exchange
Commission shall propose and, not later than 1 year after the date of
the enactment of this section, the Commission shall finalize rules,
regulations, amendments, or interpretations, as appropriate, to allow a
covered entity to satisfy the entity's obligation to deliver regulatory
documents required under the securities laws to investors using
electronic delivery.
(b) Required Provisions.--Rules, regulations, amendments, or
interpretations the Commission promulgates pursuant to subsection (a)
shall:
(1) With respect to investors that do not receive all
regulatory documents by electronic delivery, provide for--
(A) delivery of an initial communication in paper
form regarding electronic delivery;
(B) a transition period not to exceed 180 days
until such regulatory documents are delivered to such
investors by electronic delivery; and
(C) during a period not to exceed 2 years following
the transition period set forth in subparagraph (B),
delivery of an annual notice in paper form solely
reminding such investors of the ability to opt out of
electronic delivery at any time and receive paper
versions of regulatory documents.
(2) Set forth requirements for the content of the initial
communication described in paragraph (1)(A).
(3) Set forth requirements for the timing of delivery of a
notice of website availability of regulatory documents and the
content of the appropriate notice described in subsection
(g)(3)(B).
(4) Provide a mechanism for investors to opt out of
electronic delivery at any time and receive paper versions of
regulatory documents.
(5) Require measures reasonably designed to identify and
remediate failed electronic deliveries of regulatory documents.
(6) Set forth minimum requirements regarding readability
and retainability for regulatory documents that are delivered
electronically.
(7) For covered entities other than brokers, dealers,
investment advisers registered with the Commission, and
investment companies, require measures reasonably designed to
ensure the confidentiality of personal information in
regulatory documents that are delivered to investors
electronically.
(c) Exemption From Certain Requirements.--Section 101(c) of the
Electronic Signatures in Global and National Commerce Act (15 U.S.C.
7001(c)) shall not apply with respect to a regulatory document
delivered in accordance with this section.
(d) Rule of Construction.--Nothing in this section shall be
construed as altering the substance or timing of any regulatory
document obligation under the securities laws or regulations of a self-
regulatory organization.
(e) Treatment of Revisions Not Completed in a Timely Manner.--If
the Commission fails to finalize the rules, regulations, amendments, or
interpretations required under subsection (a) before the date specified
in such subsection--
(1) a covered entity may deliver regulatory documents using
electronic delivery in accordance with subsections (b) and (c);
and
(2) such electronic delivery shall be deemed to satisfy the
obligation of the covered entity to deliver regulatory
documents required under the securities laws.
(f) Other Required Actions.--
(1) Review of rules.--The Commission shall--
(A) within 180 days of the date of enactment of
this Act, conduct a review of the rules and regulations
of the Commission to determine whether any such rules
or regulations require delivery of written documents to
investors; and
(B) within 1 year of the date of enactment of this
Act, promulgate amendments to such rules or regulations
to provide that any requirement to deliver a regulatory
document ``in writing'' may be satisfied by electronic
delivery.
(2) Actions by self-regulatory organizations.--Each self-
regulatory organization shall adopt rules and regulations, or
amend the rules and regulations of the self-regulatory
organization, consistent with this section and consistent with
rules, regulations, amendments, or interpretations finalized by
the Commission pursuant to subsection (a).
(3) Rule of application.--This subsection shall not apply
to a rule or regulation issued pursuant to a Federal statute if
that Federal statute specifically requires delivery of paper
documents to investors.
(g) Definitions.--In this section:
(1) Commission.--The term ``Commission'' means the
Securities and Exchange Commission.
(2) Covered entity.--The term ``covered entity'' means--
(A) an investment company (as defined in section
3(a)(1) of the Investment Company Act of 1940 (15
U.S.C. 80a-3(a)(1))) that is registered under such Act;
(B) a business development company (as defined in
section 2(a) of the Investment Company Act of 1940 (15
U.S.C. 80a-2(a))) that has elected to be regulated as
such under such Act;
(C) a registered broker or dealer (as such terms
are defined, respectively, in paragraphs (4) and (5) of
section 3(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)));
(D) a registered municipal securities dealer (as
defined in section 3(a)(30) of the Securities Exchange
Act of 1934 (15 U.S.C. 78c(a)(30)));
(E) a registered government securities broker or
government securities dealer (as such terms are
defined, respectively, in paragraphs (43) and (44) of
section 3(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)));
(F) a registered investment adviser (as defined in
section 202(a)(11) of the Investment Advisers Act of
1940 (15 U.S.C. 80b-1(a)(11)));
(G) a registered transfer agent (as defined in
section 3(a)(25) of the Securities Exchange Act of 1934
(15 U.S.C. 78c(a)(25))); or
(H) a registered funding portal (as defined in the
second paragraph (80) of section 3(a) of the Securities
Exchange Act of 1934 (15 U.S.C. 78c(a))).
(3) Electronic delivery.--The term ``electronic delivery'',
with respect to regulatory documents, includes--
(A) the direct delivery of such regulatory document
to an electronic address of an investor;
(B) the posting of such regulatory document to a
website, and direct delivery of an appropriate notice
of the availability of the regulatory document to an
electronic address of the investor; or
(C) any other electronic method reasonably designed
to ensure receipt of such regulatory document by the
investor.
(4) Regulatory documents.--The term ``regulatory
documents'' includes--
(A) prospectuses meeting the requirements of
section 10(a) of the Securities Act of 1933 (15 U.S.C.
77j(a));
(B) summary prospectuses meeting the requirements
of--
(i) section 230.498 of title 17, Code of
Federal Regulations; or
(ii) section 230.498A of title 17, Code of
Federal Regulations;
(C) statements of additional information, as
described under section 270.30e-3(h)(2) of title 17,
Code of Federal Regulations;
(D) annual and semi-annual reports to investors
meeting the requirements of section 30(e) of the
Investment Company Act of 1940 (15 U.S.C. 80a-29(e));
(E) notices meeting the requirements under section
270.19a-1 of title 17, Code of Federal Regulations;
(F) confirmations and account statements meeting
the requirements under section 240.10b of title 17,
Code of Federal Regulations;
(G) proxy statements meeting the requirements under
section 240.14a-3 of title 17, Code of Federal
Regulations;
(H) privacy notices meeting the requirements of
Regulation S-P under subpart A of part 248 of title 17,
Code of Federal Regulations;
(I) affiliate marketing notices meeting the
requirements of Regulation S-AM under subpart B of part
248 of title 17, Code of Federal Regulations; and
(J) all other regulatory documents required to be
delivered by covered entities to investors under the
securities laws and the rules and regulations of the
Commission and the self-regulatory organizations.
(5) Securities laws.--The term ``securities laws'' has the
meaning given the term in section 3(a) of the Securities
Exchange Act of 1934 (15 U.S.C. 78c(a)).
(6) Self-regulatory organization.--The term ``self-
regulatory organization'' means--
(A) a self-regulatory organization, as defined in
section 3(a)(26) of the Securities Exchange Act of 1934
(15 U.S.C. 78c(a)(26)); and
(B) the Municipal Securities Rulemaking Board.
(7) Website.--The term ``website'' means an internet
website or other digital, internet, or electronic-based
information repository, including a mobile application.
SEC. 206. INCREASING INVESTOR OPPORTUNITIES.
(a) In General.--Section 5 of the Investment Company Act of 1940
(15 U.S.C. 80a-5) is amended by adding at the end the following:
``(d) Closed-end Company Authority to Invest in Private Funds.--
``(1) In general.--Except as otherwise prohibited or
restricted by this Act (or any rule issued under this Act), the
Commission may not prohibit or otherwise limit a closed-end
company from investing any or all of the assets of the closed-
end company in securities issued by private funds.
``(2) Other restrictions on commission authority.--Except
as otherwise prohibited or restricted by this Act (or any rule
issued under this Act), the Commission may not impose any
condition on, restrict, or otherwise limit--
``(A) the offer to sell, or the sale of, securities
issued by a closed-end company that invests, or
proposes to invest, in securities issued by private
funds; or
``(B) the listing of the securities of a closed-end
company described in subparagraph (A) on a national
securities exchange.
``(3) Unrelated restrictions.--The Commission may impose a
condition on, restrict, or otherwise limit an activity
described in paragraph (1) or subparagraph (A) or (B) of
paragraph (2) if that condition, restriction, or limitation is
unrelated to the underlying characteristics of a private fund
or the status of a private fund as a private fund.
``(4) Rule of application.--Notwithstanding section 6(f),
this subsection shall also apply to a closed-end company that
elects to be treated as a business development company pursuant
to section 54.''.
(b) Definition of Private Fund.--Section 2(a) of the Investment
Company Act of 1940 (15 U.S.C. 80a-2(a)) is amended by adding at the
end the following:
``(55) The term `private fund' has the meaning given in
section 202(a) of the Investment Advisers Act of 1940 (15
U.S.C. 80b-2(a)).''.
(c) Treatment by National Securities Exchanges.--Section 6 of the
Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at
the end the following:
``(m)(1) Except as otherwise prohibited or restricted by rules of
the exchange that are consistent with section 5(d) of the Investment
Company Act of 1940 (15 U.S.C. 80a-5(d)), an exchange may not prohibit,
condition, restrict, or impose any other limitation on the listing or
trading of the securities of a closed-end company when the closed-end
company invests, or may invest, some or all of the assets of the
closed-end company in securities issued by private funds.
``(2) In this subsection--
``(A) the term `closed-end company'--
``(i) has the meaning given the term in section
5(a) of the Investment Company Act of 1940 (15 U.S.C.
80a-5(a)); and
``(ii) includes a closed-end company that elects to
be treated as a business development company pursuant
to section 54 of the Investment Company Act of 1940 (15
U.S.C. 80a-53); and
``(B) the term `private fund' has the meaning given in
section 202(a) of the Investment Advisers Act of 1940 (15
U.S.C. 80b-2(a)).''.
(d) Investment Limitation.--Section 3(c) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3(c)) is amended--
(1) in paragraph (1), in the matter preceding subparagraph
(A), in the second sentence, by striking ``subparagraphs (A)(i)
and (B)(i)'' and inserting ``subparagraphs (A)(i), (B)(i), and
(C)''; and
(2) in paragraph (7)(D), by striking ``subparagraphs (A)(i)
and (B)(i)'' and inserting ``subparagraphs (A)(i), (B)(i), and
(C)''.
(e) Rules of Construction.--
(1) Nothing in this section or the amendments made by this
section may be construed to limit or amend any fiduciary duty
owed to a closed-end company (as defined in section 5(a)(2) of
the Investment Company Act of 1940 (15 U.S.C. 80a-5(a)(2))) or
by an investment adviser (as defined under section 2(a) of the
Investment Company Act of 1940 (15 U.S.C. 80a-2(a))) to a
closed-end company.
(2) Nothing in this section or the amendments made by this
section may be construed to limit or amend the valuation,
liquidity, or redemption requirements or obligations of a
closed-end company (as defined in section 5(a)(2) of the
Investment Company Act of 1940 (15 U.S.C. 80a-5(a)(2))) as
required by the Investment Company Act of 1940.
TITLE III--STRENGTHENING PUBLIC MARKETS
SEC. 301. ENCOURAGING LOCAL EMERGING VENTURES AND ECONOMIC GROWTH.
Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(b)) is amended--
(1) in paragraph (1)(K), by striking ``years,'' and
inserting ``years (or, in the case of an emerging growth
company, not more than the two preceding years),''; and
(2) by adding at the end the following:
``Any issuer may 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 10 days before listing on a
national securities exchange. Notwithstanding any other provision of
this title, the Commission shall not be compelled to disclose any
information provided to or obtained by the Commission pursuant to this
subsection. For purposes of section 552 of title 5, this subsection
shall be considered a statute described in subsection (b)(3)(B) of such
section 552. Information described in or obtained pursuant to this
subsection shall be deemed to constitute confidential information for
purposes of section 24.''.
SEC. 302. ACCESS TO SMALL BUSINESS INVESTOR CAPITAL.
(a) Definitions.--For purposes of this section:
(1) Acquired fund.--The term ``Acquired Fund'' has the
meaning given the term in Forms N-1A, N-2, and N-3.
(2) Acquired fund fees and expenses.--The term ``Acquired
Fund Fees and Expenses'' means the Acquired Fund Fees and
Expenses sub-caption in the Fee Table Disclosure.
(3) Business development company.--The term ``business
development company'' has the meaning given the term in section
2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-
2(a)).
(4) Fee table disclosure.--The term ``Fee Table
Disclosure'' means the fee table described in Item 3 of Form N-
1A, Item 3 of Form N-2, or Item 4 of Form N-3 (as applicable,
and with respect to each, in any successor fee table disclosure
that the Securities and Exchange Commission adopts).
(5) Form n-1a.--The term ``Form N-1A'' means the form
described in section 274.11A of title 17, Code of Federal
Regulations, or any successor regulation.
(6) Form n-2.--The term ``Form N-2'' means the form
described in section 274.11a-1 of title 17, Code of Federal
Regulations, or any successor regulation.
(7) Form n-3.--The term ``Form N-3'' means the form
described in section 274.11b of title 17, Code of Federal
Regulations, or any successor regulation.
(8) Registered investment company.--The term ``registered
investment company'' means an investment company, as defined
under section 3(a) of the Investment Company Act of 1940 (15
U.S.C. 80a-3(a)), registered with the Securities and Exchange
Commission under such Act.
(b) Excluding Business Development Companies From Acquired Fund
Fees and Expenses.--A registered investment company may, on any
investment company registration statement filed pursuant to section
8(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-8(b)), omit
from the calculation of Acquired Fund Fees and Expenses those fees and
expenses that the investment company incurred indirectly as a result of
investment in shares of one or more Acquired Funds that is a business
development company.
SEC. 303. ENCOURAGING PUBLIC OFFERINGS.
(a) 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.''.
(b) 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.''.
SEC. 304. GREENLIGHTING GROWTH.
(a) Securities Act of 1933.--Section 7(a)(2) of the Securities Act
of 1933 (15 U.S.C. 77g(a)(2)) is amended--
(1) in subparagraph (A), by striking ``and'' at the end;
(2) by redesignating subparagraph (B) as subparagraph (C);
and
(3) by inserting after subparagraph (A) the following:
``(B) need not present acquired company financial
statements or information otherwise required under
section 210.3-05 or section 210.8-04 of title 17, Code
of Federal Regulations, or any successor thereto, for
any period prior to the earliest audited period of the
emerging growth company presented in connection with
its initial public offering and, thereafter, in no
event shall an issuer that was an emerging growth
company but is no longer an emerging growth company be
required to present financial statements of the issuer
(or acquired company financial statements or
information otherwise required under section 210.3-05
or section 210.8-04 of title 17, Code of Federal
Regulations, or any successor thereto) for any period
prior to the earliest audited period of the emerging
growth company presented in connection with its initial
public offering; and''.
(b) Securities Exchange Act of 1934.--Section 12(b)(1)(K) of the
Securities Exchange Act of 1934 (15 U.S.C. 78l(b)(1)(K)) is amended by
striking ``firm'' and inserting ``firm, provided that the application
of an emerging growth company need not present acquired company
financial statements or information otherwise required under section
210.3-05 or section 210.8-04 of title 17, Code of Federal Regulations,
or any successor thereto, for any period prior to the earliest audited
period of the emerging growth company presented in connection with its
application and, thereafter, in no event shall an issuer that was an
emerging growth company but is no longer an emerging growth company be
required to present financial statements of the issuer (or acquired
company financial statements or information otherwise required under
section 210.3-05 or section 210.8-04 of title 17, Code of Federal
Regulations, or any successor thereto) for any period prior to the
earliest audited period of the emerging growth company presented in
connection with any application under this subsection''.
SEC. 305. MIDDLE MARKET IPO COST.
(a) Study.--The Comptroller General of the United States, in
consultation with the Securities and Exchange Commission and the
Financial Industry Regulatory Authority, shall carry out a study of the
costs associated with small- and medium-sized companies to undertake
initial public offerings (``IPOs''). In carrying out such study, the
Comptroller General shall--
(1) consider the direct and indirect costs of an IPO,
including--
(A) fees of accountants, underwriters, and any
other outside advisors with respect to the IPO;
(B) compliance with Federal and State securities
laws at the time of the IPO; and
(C) such other IPO-related costs as the Comptroller
General may consider;
(2) compare and analyze the costs of an IPO with the costs
of obtaining alternative sources of financing and of liquidity;
(3) consider the impact of such costs on capital formation;
(4) analyze the impact of these costs on the availability
of public securities of small- and medium-sized companies to
retail investors; and
(5) analyze trends in IPOs over a time period the
Comptroller General determines is appropriate to analyze IPO
pricing practices, considering--
(A) the number of IPOs;
(B) how costs for IPOs have evolved over time for
underwriters, investment advisory firms, and other
professions for services in connection with an IPO;
(C) the number of brokers and dealers active in
underwriting IPOs;
(D) the different types of services that
underwriters and related persons provide before and
after a small- or medium-sized company IPO and the
factors impacting IPOs costs;
(E) changes in the costs and availability of
investment research for small- and medium-sized
companies; and
(F) the impacts of litigation and its costs on
being a public company.
(b) Report.--Not later than the end of the 360-day period beginning
on the date of the enactment of this Act, the Comptroller General of
the United States shall issue a report to the Congress containing all
findings and determinations made in carrying out the study required
under subsection (a) and any administrative or legislative
recommendations the Comptroller General may have.
SEC. 306. EXPANDING WKSI ELIGIBILITY.
(a) In General.--For purposes of the Federal securities laws, and
regulations issued thereunder, an issuer shall be a ``well-known
seasoned issuer'' if--
(1) the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the issuer is
$400,000,000 or more (as determined under Form S-3 general
instruction I.B.1. as in effect on the date of enactment of
this Act); and
(2) the issuer otherwise satisfies the requirements of the
definition of ``well-known seasoned issuer'' contained in
section 230.405 of title 17, Code of Federal Regulations (as in
effect on the date of enactment of this Act) without reference
to any requirement in such definition relating to minimum
worldwide market value of outstanding voting and non-voting
common equity held by non-affiliates.
(b) Report on Withdrawn Applications Related to Well-known Seasoned
Issuer Status.--The Securities and Exchange Commission shall, not later
than 90 days after the end of each calendar year, publish the total
number of applications submitted during such calendar year where the
applicant--
(1) submitted the application under section 230.405 of
title 17, Code of Federal Regulations, for a determination by
the Commission that the applicant not be considered an
ineligible issuer under such section;
(2) requested such determination in order to meet the
definition of a well-known seasoned issuer under such section;
and
(3) withdrew the application.
SEC. 307. ENHANCING MULTI-CLASS SHARE DISCLOSURES.
Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n)
is amended by adding at the end the following:
``(l) Disclosure Relating to Multi-class Share Structures.--
``(1) Disclosure.--The Commission shall, by rule, require
each issuer with a multi-class share structure to disclose the
information described in paragraph (2) in any proxy or consent
solicitation material for an annual meeting of the shareholders
of the issuer, or any other filing as the Commission determines
appropriate.
``(2) Content of disclosure.--A disclosure made under
paragraph (1) shall include, with respect to each person who is
a director, director nominee, or named executive officer of the
issuer, or who is the beneficial owner of securities with 5
percent or more of the total combined voting power of all
classes of securities entitled to vote in the election of
directors--
``(A) the number of shares of all classes of
securities entitled to vote in the election of
directors beneficially owned by such person, expressed
as a percentage of the total number of the outstanding
securities of the issuer entitled to vote in the
election of directors; and
``(B) the amount of voting power held by such
person, expressed as a percentage of the total combined
voting power of all classes of the securities of the
issuer entitled to vote in the election of directors.
``(3) Multi-class share structure.--In this subsection, the
term `multi-class share structure' means a capitalization
structure that contains 2 or more types of securities that have
differing amounts of voting rights in the election of
directors.''.
Passed the House of Representatives December 11, 2025.
Attest:
KEVIN F. MCCUMBER,
Clerk.