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114th Congress   }                                      {       Report
                        HOUSE OF REPRESENTATIVES
 1st Session     }                                      {      114-203

======================================================================



 
     IMPROVING ACCESS TO CAPITAL FOR EMERGING GROWTH COMPANIES ACT

                                _______
                                

 July 14, 2015.--Committed to the Committee of the Whole House on the 
              State of the Union and ordered to be printed

                                _______
                                

Mr. Hensarling, from the Committee on Financial Services, submitted the 
                               following

                              R E P O R T

                        [To accompany H.R. 2064]

      [Including cost estimate of the Congressional Budget Office]

    The Committee on Financial Services, to whom was referred 
the bill (H.R. 2064) to amend certain provisions of the 
securities laws relating to the treatment of emerging growth 
companies, having considered the same, report favorably thereon 
with an amendment and recommend that the bill as amended do 
pass.
    The amendment is as follows:
  Strike all after the enacting clause and insert the 
following:

SECTION 1. SHORT TITLE.

  This Act may be cited as the ``Improving Access to Capital for 
Emerging Growth Companies Act''.

SEC. 2. FILING REQUIREMENT FOR PUBLIC FILING PRIOR TO PUBLIC OFFERING.

  Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) 
is amended by striking ``21 days'' and inserting ``15 days''.

SEC. 3. GRACE PERIOD FOR CHANGE OF STATUS OF EMERGING GROWTH COMPANIES.

  Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) 
is further amended by adding at the end the following: ``An issuer that 
was an emerging growth company at the time it submitted a confidential 
registration statement or, in lieu thereof, a publicly filed 
registration statement for review under this subsection but ceases to 
be an emerging growth company thereafter shall continue to be treated 
as an emerging market growth company for the purposes of this 
subsection through the earlier of the date on which the issuer 
consummates its initial public offering pursuant to such registrations 
statement or the end of the 1-year period beginning on the date the 
company ceases to be an emerging growth company.''.

SEC. 4. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR EMERGING GROWTH 
                    COMPANIES.

  Section 102 of the Jumpstart Our Business Startups Act (Public Law 
112-106) is amended by adding at the end the following:
  ``(d) Simplified Disclosure Requirements.--With respect to an 
emerging growth company (as such term is defined under section 2 of the 
Securities Act of 1933):
          ``(1) Requirement to include notice on forms s-1 and f-1.--
        Not later than 30 days after the date of enactment of this 
        subsection, the Securities and Exchange Commission shall revise 
        its general instructions on Forms S-1 and F-1 to indicate that 
        a registration statement filed (or submitted for confidential 
        review) by an issuer prior to an initial public offering may 
        omit financial information for historical periods otherwise 
        required by regulation S-X (17 C.F.R. 210.1-01 et seq.) as of 
        the time of filing (or confidential submission) of such 
        registration statement, provided that--
                  ``(A) the omitted financial information relates to a 
                historical period that the issuer reasonably believes 
                will not be required to be included in the Form S-1 or 
                F-1 at the time of the contemplated offering; and
                  ``(B) prior to the issuer distributing a preliminary 
                prospectus to investors, such registration statement is 
                amended to include all financial information required 
                by such regulation S-X at the date of such amendment.
          ``(2) Reliance by issuers.--Effective 30 days after the date 
        of enactment of this subsection, an issuer filing a 
        registration statement (or submitting the statement for 
        confidential review) on Form S-1 or Form F-1 may omit financial 
        information for historical periods otherwise required by 
        regulation S-X (17 C.F.R. 210.1-01 et seq.) as of the time of 
        filing (or confidential submission) of such registration 
        statement, provided that--
                  ``(A) the omitted financial information relates to a 
                historical period that the issuer reasonably believes 
                will not be required to be included in the Form S-1 or 
                Form F-1 at the time of the contemplated offering; and
                  ``(B) prior to the issuer distributing a preliminary 
                prospectus to investors, such registration statement is 
                amended to include all financial information required 
                by such regulation S-X at the date of such 
                amendment.''.

                          Purpose and Summary

    H.R. 2064, the ``Improving Access to Capital for Emerging 
Growth Companies Act,'' makes changes related to the treatment 
of Emerging Growth Companies (EGCs), as defined by the 
Jumpstart Our Business Startups Act. H.R. 2064 would reduce the 
number of days an EGC must have a confidential registration 
statement on file with the Securities and Exchange Commission 
before it may conduct a ``road show'' to provide financial and 
other information from 21 days to 15. H.R. 2064 also clarifies 
that an issuer that was an EGC at the time it filed a 
confidential registration statement but is no longer an EGC 
will continue to be treated as an EGC through the date of its 
IPO and requires the SEC to revise its general instructions on 
Form S-1 regarding the financial information an issuer must 
disclose prior to its IPO.

                  Background and Need for Legislation

    H.R. 2064 makes changes related to the treatment of 
Emerging Growth Companies (EGCs), which are a new category of 
issuers established in Title I of the JOBS Act.\1\
---------------------------------------------------------------------------
    \1\EGCs are issuers with annual gross revenues of less than $1 
billion during its most recent fiscal year. A company retains emerging 
growth company status until the earliest of: 1) the end of the fiscal 
year in which its annual revenues exceed $1 billion, 2) the end of the 
fiscal year in which the fifth anniversary of its IPO occurred, 3) the 
date on which the company has, during the previous three-year period, 
issued more than $1 billion in non-convertible debt, or 4) the date on 
which the company has a public float of $700 million or more.
---------------------------------------------------------------------------
    H.R. 2064 would reduce the number of days an EGC must have 
a confidential registration statement on file with the SEC 
before it may conduct a road show to provide financial and 
other information from 21 days to 15. A ``road show'' is one of 
the most important steps by a company planning to issue 
securities through an initial public offering (IPO). The 
company puts together a team of executives to provide financial 
information, such as a business outlook for the firm; explain 
why it is doing an IPO; identify a possible sales price for the 
stock; and answer questions from analysts and investors in 
order to spur positive interest. Road shows can literally be 
that--the company's team travels across the globe to make the 
presentation. Road shows, however, can also be done by phone or 
by a webcast.
    H.R. 2064 also clarifies that an issuer that was an EGC at 
the time it filed a confidential registration statement but is 
no longer an emerging growth company will continue to be 
treated as an EGC through the date of its IPO. Gary K. 
Wunderlich, Jr., Chief Executive Officer of Wunderlich 
Securities, testified on the importance of this clarification 
at an October 2013 Capital Markets Subcommittee hearing:

          The cost and effort to create audited financial 
        statements (and related narrative disclosures) for IPO 
        issuers are significant, and is an entirely unnecessary 
        burden for them where those financial statements will 
        not be required to be included in a preliminary 
        prospectus or final prospectus distributed to 
        investors. It is our understanding that other 
        securities regulators (for example, the UK FSA) 
        currently permit the suggested approach.

    H.R. 2064 also requires the SEC to revise its general 
instructions on Form S-1 regarding the financial information an 
issuer must disclose prior to its IPO. Section 4 is designed to 
simplify the financial statement disclosure requirements for 
EGCs. Currently, an EGC must include the previous two years of 
audited financials when it files its registration statement for 
review. The time required for SEC review could cause the EGC to 
roll into a new fiscal year before it launches its IPO, and as 
such the relevant two-year period may change. Identical 
legislation passed the Committee on Financial Services in the 
113th Congress on a 56-0 vote.
    H.R. 2064 is a reaction to the success of Title I of the 
JOBS Act and makes targeted changes to the federal securities 
laws to make IPOs even more appealing to small issuers. David 
Weild previously commented, ``We support this bill as it 
creates generally greater optionality for issuers without 
altering the ultimate level of required disclosure to 
investors. This bill is in keeping with the philosophy that 
underlies Title I of the JOBS Act and the creation of safe 
harbors such as `Testing the waters' and `Confidential 
filings.' We believe, for example, that providing issuers with 
the ability to file without full financial statements will cut 
issuer time-to-market which is beneficial in mitigating market 
risk and speeding access to capital.''
    At a hearing on the 113th Congress version of H.R. 2064, 
Mr. Wunderlich supported the legislation's reduction of the 21-
day quiet period: ``In our experience however, this 21-day 
period is excessively long given the ready online access the 
public now possesses to such filings. The volatility in our 
markets can narrow the window of opportunity for an IPO to 
launch and price successfully and a 21-day quiet period 
inordinately and unnecessarily restricts an EGC's ability to 
come to market in a timely manner. We support a significant 
reduction in the quiet period as contemplated in the bill.''
    Finally, Tom Quaadman from the U.S. Chamber of Commerce 
testified in support of this legislation from the 113th 
Congress, stating, ``One of the most important contributions of 
the JOBS Act was that it removed many of the practical 
obstacles to an IPO for EGCs. Importantly, it would promote EGC 
access to the capital markets without denying investors with 
important real time information on which to base their 
investment decision.''

                                Hearings

    The Committee on Financial Services held a hearing on April 
29, 2015, titled ``Legislative Proposals to Enhance Capital 
Formation and Reduce Regulatory Burdens,'' at which this matter 
was examined.

                        Committee Consideration

    The Committee on Financial Services met in open session on 
May 20, 2015, and ordered H.R. 2064 to be reported favorably to 
the House with an amendment by a recorded vote of 57 yeas to 0 
nays (Record vote no. FC-38), a quorum being present.

                            Committee Votes

    By voice vote, the Committee agreed to an amendment offered 
by Representatives Fincher of Tennessee and Delaney of 
Maryland. Clause 3(b) of rule XIII of the Rules of the House of 
Representatives requires the Committee to list the record votes 
on the motion to report legislation and amendments thereto. The 
sole record vote in committee was a motion by Chairman 
Hensarling to report the bill favorably to the House with an 
amendment. The motion was agreed to by a recorded vote of 57 
yeas to 0 nays (Record vote no. FC-38), a quorum being present.

[GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]

                      Committee Oversight Findings

    Pursuant to clause 3(c)(1) of rule XIII of the Rules of the 
House of Representatives, the findings and recommendations of 
the Committee, based on oversight activities under clause 
2(b)(1) of rule X of the Rules of the House of Representatives, 
are incorporated in the descriptive portions of this report.

                    Performance Goals and Objectives

    Pursuant to clause 3(c)(4) of rule XIII of the Rules of the 
House of Representatives, the Committee states that H.R. 2064 
will enhance access to capital by emerging growth companies by 
enhancing their ability to conduct a ``road show'' to provide 
financial and other information to potential investors and by 
streamlining certain other regulatory requirements.

   New Budget Authority, Entitlement Authority, and Tax Expenditures

    In compliance with clause 3(c)(2) of rule XIII of the Rules 
of the House of Representatives, the Committee adopts as its 
own the estimate of new budget authority, entitlement 
authority, or tax expenditures or revenues contained in the 
cost estimate prepared by the Director of the Congressional 
Budget Office pursuant to section 402 of the Congressional 
Budget Act of 1974.

                        Committee Cost Estimate

    The Committee adopts as its own the cost estimate prepared 
by the Director of the Congressional Budget Office pursuant to 
section 402 of the Congressional Budget Act of 1974.

                 Congressional Budget Office Estimates

    Pursuant to clause 3(c)(3) of rule XIII of the Rules of the 
House of Representatives, the following is the cost estimate 
provided by the Congressional Budget Office pursuant to section 
402 of the Congressional Budget Act of 1974:

                                     U.S. Congress,
                               Congressional Budget Office,
                                     Washington, DC, June 17, 2015.
Hon. Jeb Hensarling,
Chairman, Committee on Financial Services,
House of Representatives, Washington, DC.
    Dear Mr. Chairman: The Congressional Budget Office has 
prepared the enclosed cost estimate for H.R. 2064, the 
Improving Access to Capital for Emerging Growth Companies Act.
    If you wish further details on this estimate, we will be 
pleased to provide them. The CBO staff contacts are Susan 
Willie and Ben Christopher.
            Sincerely,
                                                        Keith Hall.
    Enclosure.

H.R. 2064--Improving Access to Capital for Emerging Growth Companies 
        Act

    H.R. 2064 would broaden some of the federal reporting 
exemptions available to emerging growth companies (EGCs) and 
allow a grace period to continue operations as an EGC if the 
company's status changes. (An EGC is a company that has issued 
or proposes to issue stock and had gross revenues of less than 
$1 billion during its most recently completed fiscal year; 
companies can retain that designation from the Securities and 
Exchange Commission (SEC) for up to five years.) The bill also 
would require the SEC to revise some of its forms to allow for 
a simplified registration process for EGCs.
    Based on information from the SEC, CBO expects that the 
agency would spend $1 million under H.R. 2064 to revise 
instructions and other documents to reflect the new treatment 
of EGCs. In addition, limiting the information EGCs would need 
to report could increase the SEC's workload to review 
registration statements. Because the SEC is authorized to 
collect fees sufficient to offset its annual appropriation, CBO 
estimates that the net budgetary effect of H.R. 2064 would be 
negligible, assuming appropriation actions consistent with the 
agency's authority.
    Enacting H.R. 2064 would not affect direct spending or 
revenues; therefore, pay-as-you-go procedures do not apply.
    H.R. 2064 contains no intergovernmental or private-sector 
mandates as defined in the Unfunded Mandates Reform Act and 
would not affect the budgets of state, local, or tribal 
governments.
    The CBO staff contacts for this estimate are Susan Willie 
and Ben Christopher. The estimate was approved by H. Samuel 
Papenfuss, Deputy Assistant Director for Budget Analysis.

                       Federal Mandates Statement

    The Committee adopts as its own the estimate of Federal 
mandates prepared by the Director of the Congressional Budget 
Office pursuant to section 423 of the Unfunded Mandates Reform 
Act.

                      Advisory Committee Statement

    No advisory committees within the meaning of section 5(b) 
of the Federal Advisory Committee Act were created by this 
legislation.

                  Applicability to Legislative Branch

    The Committee finds that the legislation does not relate to 
the terms and conditions of employment or access to public 
services or accommodations within the meaning of the section 
102(b)(3) of the Congressional Accountability Act.

                         Earmark Identification

    H.R. 2064 does not contain any congressional earmarks, 
limited tax benefits, or limited tariff benefits as defined in 
clause 9 of rule XXI.

                    Duplication of Federal Programs

    Pursuant to section 3(g) of H. Res. 5, 114th Cong. (2015), 
the Committee states that no provision of H.R. 2064 establishes 
or reauthorizes a program of the Federal Government known to be 
duplicative of another Federal program, a program that was 
included in any report from the Government Accountability 
Office to Congress pursuant to section 21 of Public Law 111-
139, or a program related to a program identified in the most 
recent Catalog of Federal Domestic Assistance.

                   Disclosure of Directed Rulemaking

    Pursuant to section 3(i) of H. Res. 5, 114th Cong. (2015), 
the Committee states that H.R. 2064 does not require any 
directed rulemakings.

             Section-by-Section Analysis of the Legislation


Section 1. Short title

    This section cites H.R. 2064 as the ``Improving Access to 
Capital for Emerging Growth Companies Act.''

Section 2. Filing requirement for public filing prior to public 
        offering

    This section amends Section 6(e)(1) of the Securities Act 
of 1933 (15 U.S.C. 77f(e)(1) by striking ``21 days'' and 
inserting ``15 days.''

Section 3. Grace period for change of status of emerging growth 
        companies

    This section amends Section 6(e)(1) of the Securities Act 
of 1933 (15 U.S.C. 77f(e)(1)) by providing that an issuer that 
was an EGC when it submitted a confidential registration 
statement or a publicly filed registration statement, but 
ceases to be an EGC thereafter, shall continue to be treated as 
an EGC through the earlier of the date on which the issuer 
consummates its IPO pursuant to such registration statement or 
the end of the 1-year period beginning on the date the company 
ceases to be an EGC.

Section 4. Simplified disclosure requirements for emerging growth 
        companies

    The section amends Section 102 of the Jumpstart Our 
Business Startups Act (P.L. 112-106) to simplify the types of 
financial data that an EGC must disclose in connection with 
certain SEC filings.

         Changes in Existing Law Made by the Bill, as Reported

  In compliance with clause 3(e) of rule XIII of the Rules of 
the House of Representatives, changes in existing law made by 
the bill, as reported, are shown as follows (existing law 
proposed to be omitted is enclosed in black brackets, new 
matter is printed in italic, and existing law in which no 
change is proposed is shown in roman):

SECURITIES ACT OF 1933

           *       *       *       *       *       *       *



TITLE I--SHORT TITLE

           *       *       *       *       *       *       *



    registration of securities and signing of registration statement

  Sec. 6. (a) Any security may be registered with the 
Commission under the terms and conditions hereinafter provided, 
by filing a registration statement in triplicate, at least one 
of which shall be signed by each issuer, its principal 
executive officer or officers, its principal financial officer, 
its comptroller or principal accounting officer, and the 
majority of its board of directors or persons performing 
similar functions (or, if there is no board of directors or 
persons performing similar functions, by the majority of the 
persons or board having the power of management of the issuer), 
and in case the issuer is a foreign or Territorial person by 
its duly authorized representative in the United States; except 
that when such registration statement relates to a security 
issued by a foreign government, or political subdivision 
thereof, it need be signed only by the underwriter of such 
security. Signatures of all such persons when written on the 
said registration statements shall be presumed to have been so 
written by authority of the person whose signature is so 
affixed and the burden of proof, in the event such authority 
shall be denied, shall be upon the party denying the same. The 
affixing of any signature without the authority of the 
purported signer shall constitute a violation of this title. A 
registration statement shall be deemed effective only as to the 
securities specified therein as proposed to be offered.
  (b) Registration Fee.--
          (1) Fee payment required.--At the time of filing a 
        registration statement, the applicant shall pay to the 
        Commission a fee at a rate that shall be equal to $92 
        per $1,000,000 of the maximum aggregate price at which 
        such securities are proposed to be offered, except that 
        during fiscal year 2003 and any succeeding fiscal year 
        such fee shall be adjusted pursuant to paragraph (2).
          (2) Annual adjustment.--For each fiscal year, the 
        Commission shall by order adjust the rate required by 
        paragraph (1) for such fiscal year to a rate that, when 
        applied to the baseline estimate of the aggregate 
        maximum offering prices for such fiscal year, is 
        reasonably likely to produce aggregate fee collections 
        under this subsection that are equal to the target fee 
        collection amount for such fiscal year.
          (3) Pro rata application.--The rates per $1,000,000 
        required by this subsection shall be applied pro rata 
        to amounts and balances of less than $1,000,000.
          (4) Review and effective date.--In exercising its 
        authority under this subsection, the Commission shall 
        not be required to comply with the provisions of 
        section 553 of title 5, United States Code. An adjusted 
        rate prescribed under paragraph (2) and published under 
        paragraph (5) shall not be subject to judicial review. 
        An adjusted rate prescribed under paragraph (2) shall 
        take effect on the first day of the fiscal year to 
        which such rate applies.
          (5) Publication.--The Commission shall publish in the 
        Federal Register notices of the rate applicable under 
        this subsection and under sections 13(e) and 14(g) for 
        each fiscal year not later than August 31 of the fiscal 
        year preceding the fiscal year to which such rate 
        applies, together with any estimates or projections on 
        which such rate is based.
          (6) Definitions.--For purposes of this subsection:
                  (A) Target offsetting collection amount.--The 
                target fee collection amount for each fiscal 
                year is determined according to the following 
                table:

                                                              Target fee
  Fiscal year:                                         collection amount
2002....................................................   $377,000,000 
2003....................................................   $435,000,000 
2004....................................................   $467,000,000 
2005....................................................   $570,000,000 
2006....................................................   $689,000,000 
2007....................................................   $214,000,000 
2008....................................................   $234,000,000 
2009....................................................   $284,000,000 
2010....................................................   $334,000,000 
2011....................................................   $394,000,000 
2012....................................................   $425,000,000 
2013....................................................   $455,000,000 
2014....................................................   $485,000,000 
2015....................................................   $515,000,000 
2016....................................................   $550,000,000 
2017....................................................   $585,000,000 
2018....................................................   $620,000,000 
2019....................................................   $660,000,000 
2020....................................................   $705,000,000 
  2021 and each fiscAn amount that is equal to the target fee collection 
                    amount for the prior fiscal year, adjusted by the 
                    rate of inflation.

                  (B) Baseline estimate of the aggregate 
                maximum offering prices.--The baseline estimate 
                of the aggregate maximum offering prices for 
                any fiscal year is the baseline estimate of the 
                aggregate maximum offering price at which 
                securities are proposed to be offered pursuant 
                to registration statements filed with the 
                Commission during such fiscal year as 
                determined by the Commission, after 
                consultation with the Congressional Budget 
                Office and the Office of Management and Budget, 
                using the methodology required for projections 
                pursuant to section 257 of the Balanced Budget 
                and Emergency Deficit Control Act of 1985.
  (c) The filing with the Commission of a registration 
statement, or of an amendment to a registration statement, 
shall be deemed to have taken place upon the receipt thereof, 
but the filing of a registration statement shall not be deemed 
to have taken place unless it is accompanied by a United States 
postal money order or a certified bank check or cash for the 
amount of the fee required under subsection (b).
  (d) The information contained in or filed with any 
registration statement shall be made available to the public 
under such regulations as the Commission may prescribe, and 
copies thereof, photostatic or otherwise, shall be furnished to 
every applicant at such reasonable charge as the Commission may 
prescribe.
  (e) Emerging Growth Companies.--
          (1) In general.--Any emerging growth company, prior 
        to its initial public offering date, 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 [21 days] 15 days before the 
        date on which the issuer conducts a road show, as such 
        term is defined in section 230.433(h)(4) of title 17, 
        Code of Federal Regulations, or any successor thereto. 
        An issuer that was an emerging growth company at the 
        time it submitted a confidential registration statement 
        or, in lieu thereof, a publicly filed registration 
        statement for review under this subsection but ceases 
        to be an emerging growth company thereafter shall 
        continue to be treated as an emerging market growth 
        company for the purposes of this subsection through the 
        earlier of the date on which the issuer consummates its 
        initial public offering pursuant to such registrations 
        statement or the end of the 1-year period beginning on 
        the date the company ceases to be an emerging growth 
        company.
          (2) Confidentiality.--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, United States 
        Code, 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(b)(2) of the 
        Securities Exchange Act of 1934.
          * * * * * * *
                              ----------                              


                  JUMPSTART OUR BUSINESS STARTUPS ACT

          * * * * * * *

    TITLE I--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH 
                               COMPANIES

          * * * * * * *

SEC. 102. DISCLOSURE OBLIGATIONS.

  (a) Executive Compensation.--
          (1) Exemption.--Section 14A(e) of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78n-1(e)) is amended--
                  (A) by striking ``The Commission may'' and 
                inserting the following:
          ``(1) In general.--The Commission may'';
                  (B) by striking ``an issuer'' and inserting 
                ``any other issuer''; and
                  (C) by adding at the end the following:
          ``(2) Treatment of emerging growth companies.--
                  ``(A) In general.--An emerging growth company 
                shall be exempt from the requirements of 
                subsections (a) and (b).
                  ``(B) Compliance after termination of 
                emerging growth company treatment.--An issuer 
                that was an emerging growth company but is no 
                longer an emerging growth company shall include 
                the first separate resolution described under 
                subsection (a)(1) not later than the end of--
                          ``(i) in the case of an issuer that 
                        was an emerging growth company for less 
                        than 2 years after the date of first 
                        sale of common equity securities of the 
                        issuer pursuant to an effective 
                        registration statement under the 
                        Securities Act of 1933, the 3-year 
                        period beginning on such date; and
                          ``(ii) in the case of any other 
                        issuer, the 1-year period beginning on 
                        the date the issuer is no longer an 
                        emerging growth company.''.
          (2) Proxies.--Section 14(i) of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78n(i)) is amended by 
        inserting ``, for any issuer other than an emerging 
        growth company,'' after ``including''.
          (3) Compensation disclosures.--Section 953(b)(1) of 
        the Investor Protection and Securities Reform Act of 
        2010 (Public Law 111-203; 124 Stat. 1904) is amended by 
        inserting ``, other than an emerging growth company, as 
        that term is defined in section 3(a) of the Securities 
        Exchange Act of 1934,'' after ``require each issuer''.
  (b) Financial Disclosures and Accounting Pronouncements.--
          (1) Securities act of 1933.--Section 7(a) of the 
        Securities Act of 1933 (15 U.S.C. 77g(a)) is amended--
                  (A) by striking ``(a) The registration'' and 
                inserting the following:
  ``(a) Information Required in Registration Statement.--
          ``(1) In general.--The registration''; and
                  (B) by adding at the end the following:
          ``(2) Treatment of emerging growth companies.--An 
        emerging growth company--
                  ``(A) need not present more than 2 years of 
                audited financial statements in order for the 
                registration statement of such emerging growth 
                company with respect to an initial public 
                offering of its common equity securities to be 
                effective, and in any other registration 
                statement to be filed with the Commission, an 
                emerging growth company need not present 
                selected financial data in accordance with 
                section 229.301 of title 17, Code of Federal 
                Regulations, for any period prior to the 
                earliest audited period presented in connection 
                with its initial public offering; and
                  ``(B) may not be required to comply with any 
                new or revised financial accounting standard 
                until such date that a company that is not an 
                issuer (as defined under section 2(a) of the 
                Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) 
                is required to comply with such new or revised 
                accounting standard, if such standard applies 
                to companies that are not issuers.''.
          (2) Securities exchange act of 1934.--Section 13(a) 
        of the Securities Exchange Act of 1934 (15 U.S.C. 
        78m(a)) is amended by adding at the end the following: 
        ``In any registration statement, periodic report, or 
        other reports to be filed with the Commission, an 
        emerging growth company need not present selected 
        financial data in accordance with section 229.301 of 
        title 17, Code of Federal Regulations, for any period 
        prior to the earliest audited period presented in 
        connection with its first registration statement that 
        became effective under this Act or the Securities Act 
        of 1933 and, with respect to any such statement or 
        reports, an emerging growth company may not be required 
        to comply with any new or revised financial accounting 
        standard until such date that a company that is not an 
        issuer (as defined under section 2(a) of the Sarbanes-
        Oxley Act of 2002 (15 U.S.C. 7201(a))) is required to 
        comply with such new or revised accounting standard, if 
        such standard applies to companies that are not 
        issuers.''.
  (c) Other Disclosures.--An emerging growth company may comply 
with section 229.303(a) of title 17, Code of Federal 
Regulations, or any successor thereto, by providing information 
required by such section with respect to the financial 
statements of the emerging growth company for each period 
presented pursuant to section 7(a) of the Securities Act of 
1933 (15 U.S.C. 77g(a)). An emerging growth company may comply 
with section 229.402 of title 17, Code of Federal Regulations, 
or any successor thereto, by disclosing the same information as 
any issuer with a market value of outstanding voting and 
nonvoting common equity held by non-affiliates of less than 
$75,000,000.
  (d) Simplified Disclosure Requirements.--With respect to an 
emerging growth company (as such term is defined under section 
2 of the Securities Act of 1933):
          (1) Requirement to include notice on forms s-1 and f-
        1.--Not later than 30 days after the date of enactment 
        of this subsection, the Securities and Exchange 
        Commission shall revise its general instructions on 
        Forms S-1 and F-1 to indicate that a registration 
        statement filed (or submitted for confidential review) 
        by an issuer prior to an initial public offering may 
        omit financial information for historical periods 
        otherwise required by regulation S-X (17 C.F.R. 210.1-
        01 et seq.) as of the time of filing (or confidential 
        submission) of such registration statement, provided 
        that--
                  (A) the omitted financial information relates 
                to a historical period that the issuer 
                reasonably believes will not be required to be 
                included in the Form S-1 or F-1 at the time of 
                the contemplated offering; and
                  (B) prior to the issuer distributing a 
                preliminary prospectus to investors, such 
                registration statement is amended to include 
                all financial information required by such 
                regulation S-X at the date of such amendment.
          (2) Reliance by issuers.--Effective 30 days after the 
        date of enactment of this subsection, an issuer filing 
        a registration statement (or submitting the statement 
        for confidential review) on Form S-1 or Form F-1 may 
        omit financial information for historical periods 
        otherwise required by regulation S-X (17 C.F.R. 210.1-
        01 et seq.) as of the time of filing (or confidential 
        submission) of such registration statement, provided 
        that--
                  (A) the omitted financial information relates 
                to a historical period that the issuer 
                reasonably believes will not be required to be 
                included in the Form S-1 or Form F-1 at the 
                time of the contemplated offering; and
                  (B) prior to the issuer distributing a 
                preliminary prospectus to investors, such 
                registration statement is amended to include 
                all financial information required by such 
                regulation S-X at the date of such amendment.

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