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115th Congress    }                                    {       Report
                        HOUSE OF REPRESENTATIVES
 1st Session      }                                    {      115-401

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

 
PROVIDING FOR CONSIDERATION OF THE BILL (H.R. 2201) TO AMEND THE 
   SECURITIES ACT OF 1933 TO EXEMPT CERTAIN MICRO-OFFERINGS FROM THE 
     REGISTRATION REQUIREMENTS OF SUCH ACT, AND FOR OTHER PURPOSES

                                _______
                                

  November 7, 2017.--Referred to the House Calendar and ordered to be 
                                printed

                                _______
                                

                Mr. Buck, from the Committee on Rules, 
                        submitted the following

                              R E P O R T

                       [To accompany H. Res. 609]

    The Committee on Rules, having had under consideration 
House Resolution 609, by a record vote of 9 to 4, report the 
same to the House with the recommendation that the resolution 
be adopted.

                SUMMARY OF PROVISIONS OF THE RESOLUTION

    The resolution provides for consideration of H.R. 2201, the 
Micro Offering Safe Harbor Act, under a structured rule. The 
resolution provides one hour of debate equally divided and 
controlled by the chair and ranking minority member of the 
Committee on Financial Services. The resolution waives all 
points of order against consideration of the bill. The 
resolution provides that the bill shall be considered as read. 
The resolution waives all points of order against provisions in 
the bill. The resolution makes in order only the amendment 
printed in this report, if offered by the Member designated in 
this report, which shall be considered as read, shall be 
debatable for the time specified in this report equally divided 
and controlled by the proponent and an opponent, shall not be 
subject to amendment, and shall not be subject to a demand for 
division of the question. The resolution waives all points of 
order against the amendment printed in this report. The 
resolution provides one motion to recommit with or without 
instructions.

                         EXPLANATION OF WAIVERS

    Although the resolution waives all points of order against 
consideration of the bill, the Committee is not aware of any 
points of order. The waiver is prophylactic in nature.
    Although the resolution waives all points of order against 
provisions in the bill, the Committee is not aware of any 
points of order. The waiver is prophylactic in nature.
    Although the resolution waives all points of order against 
the amendment printed in this report, the Committee is not 
aware of any points of order. The waiver is prophylactic in 
nature.

                            COMMITTEE VOTES

    The results of each record vote on an amendment or motion 
to report, together with the names of those voting for and 
against, are printed below:

Rules Committee record vote No. 139

    Motion by Mr. Cole to report the rule. Adopted: 9-4

----------------------------------------------------------------------------------------------------------------
                Majority Members                      Vote               Minority Members               Vote
----------------------------------------------------------------------------------------------------------------
Mr. Cole........................................          Yea   Ms. Slaughter.....................          Nay
Mr. Woodall.....................................          Yea   Mr. McGovern......................          Nay
Mr. Burgess.....................................          Yea   Mr. Hastings of Florida...........          Nay
Mr. Collins.....................................          Yea   Mr. Polis.........................          Nay
Mr. Byrne.......................................          Yea
Mr. Newhouse....................................          Yea
Mr. Buck........................................          Yea
Ms. Cheney......................................          Yea
Mr. Sessions, Chairman..........................          Yea
----------------------------------------------------------------------------------------------------------------

                 SUMMARY OF THE AMENDMENT MADE IN ORDER

    1. Emmer (MN): Amends the bill to not allow the exemption 
to be available for those who have been disqualified under the 
``bad actor'' disqualification standard of section 230.506(d) 
of title 17, Code of Federal Regulations, providing an 
additional layer of investor protection in the bill. (10 
minutes)

                    TEXT OF AMENDMENT MADE IN ORDER

 1. An Amendment To Be Offered by Representative Emmer of Minnesota or 
                 His Designee, Debatable for 10 Minutes

  Page 3, line 14, strike ``The transactions'' and insert the 
following:
          ``(1) In general.--The transactions''.
  Page 3, line 19, strike ``(1)'' and insert ``(A)'' and adjust 
the margin 2 ems to the right.
  Page 3, line 24, strike ``(2)'' and insert ``(B)'' and adjust 
the margin 2 ems to the right.
  Page 4, line 5, strike ``(3)'' and insert ``(C)'' and adjust 
the margin 2 ems to the right.
  Page 4, line 10, strike the quotation mark and final period 
and insert after such line the following:
          ``(2) Disqualification.--
                  ``(A) In general.--The exemption provided 
                under subsection (a)(8) shall not be available 
                for a transaction involving a sale of 
                securities if any person described in 
                subparagraph (B) would have triggered 
                disqualification pursuant to section 230.506(d) 
                of title 17, Code of Federal Regulations.
                  ``(B) Persons described.--The persons 
                described in this subparagraph are the 
                following:
                          ``(i) The issuer.
                          ``(ii) Any predecessor of the issuer.
                          ``(iii) Any affiliated issuer.
                          ``(iv) Any director, executive 
                        officer, other officer participating in 
                        the offering, general partner, or 
                        managing member of the issuer.
                          ``(v) Any beneficial owner of 20 
                        percent or more of the issuer's 
                        outstanding voting equity securities, 
                        calculated on the basis of voting 
                        power.
                          ``(vi) Any promoter connected with 
                        the issuer in any capacity at the time 
                        of such sale.
                          ``(vii) Any investment manager of an 
                        issuer that is a pooled investment 
                        fund.
                          ``(viii) Any person that has been or 
                        will be paid (directly or indirectly) 
                        remuneration for solicitation of 
                        purchasers in connection with such sale 
                        of securities.
                          ``(ix) Any general partner or 
                        managing member of any such investment 
                        manager or solicitor.
                          ``(x) Any director, executive 
                        officer, or other officer participating 
                        in the offering of any such investment 
                        manager or solicitor or general partner 
                        or managing member of such investment 
                        manager or solicitor.''.

                                  [all]