H.R. 3606 - Reopening American Capital Markets to Emerging Growth Companies Act of 2011

Bill Text

    Text of H.R. 3606 PDF XML

    Reopening American Capital Markets to Emerging Growth Companies Act of 2011 (Rules Committee Print 112-17, showing the text of H.R. 1070, H.R. 2930, and H.R. 2940 as passed by the House, H.R. 2167 as reported and H.R. 3606 as ordered reported by the Committee on Financial Services, and H.R. 4088 as introduced, along with necessary technical and conforming changes)

    Congressional Budget Office Cost Estimate of H.R. 3606 PDF

    Text of H. Rept. 112-406 PDF XML

    Report from the Committee on Financial Services

Rule Information

 

COMMITTEE ACTION:
REPORTED BY VOICE VOTE on Tuesday, March 6, 2012.

FLOOR ACTION ON H. RES. 572: 
Adopted by record vote of 252-166, after agreeing to the previous question of 244-177, on Wednesday, March 7, 2012.  

MANAGERS: Sessions/Polis

1. Structured rule.

2. Provides one hour of general debate equally divided and controlled by the chair and ranking minority member of the Committee on Financial Services.

3. Waives all points of order against consideration of the bill.

4. Provides than an amendment in the nature of a substitute consisting of the text of Rules Committee Print 112-17 shall be considered as adopted and the bill, as amended, shall be considered as original text for the purpose of amendment and shall be considered as read.

5. Waives all points of order against provisions in the bill, as amended.

6. Makes in order only those further amendments printed in the Rules Committee report. Each such amendment may be offered only in the order printed int eh report, may be offered only by a Member designated int eh report, shall be considered as read, shall be debatable for the time specified in the 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.

7. Waives all points of order against the amendments printed in the report.

8. Provides one motion to recommit with or without instructions.

Summary of Amendments to be Made in Order: 

(summaries derived from information provided by sponsors)

 

Sponsor
#
Description
Debate Time
#5
MANAGER'S AMENDMENT Would make technical changes to the underlying bill.
(10 minutes)
#25
(LATE) Would adjust the Emerging Growth Company definition for inflation, resulting in providing more flexibility for businesses.
(10 minutes)
#1
Would lower the gross annual revenue cap from $1,000,000,000 to $750,000,000 for emerging growth companies to remain eligible for the regulatory on-ramp and strike the public float requirement for the on-ramp.
(10 minutes)
#19
(LATE) Would add a requirement that a company not be considered to be as an “emerging growth company,” if it has issued more than $1 billion in non-convertible debt over the prior three years.
(10 minutes)
#6
Would require Emerging Growth Companies to fully comply with say-on-pay and golden parachute shareholder votes.
(10 minutes)
#12
Would provide that if a broker or dealer is underwriting an initial public offering (IPO) for an emerging growth company (EGC) and providing research to the public about such IPO, those research reports need to be filed with the SEC, and the broker or dealer shall be held to stricter liability for their comments. Would also provide that if EGCs are communicating, either orally or in writing, with potential investors before or following an offering, they need to file those communications with the SEC.
(10 minutes)
#21
(LATE) Would strike language that allows an emerging growth company or its underwriter to communicate with “institutions that are accredited investors.”
(10 minutes)
#18
(LATE) (REVISED) Would establish new filing fee for Reg S-K Forms to discourage frivolous filings.
(10 minutes)
#7
(REVISED) Would require the Securities and Exchange Commission to perform a study, in consultation with the Commodities Futures Trading Commission, of the effects on emerging growth companies of financial speculation on domestic oil and gasoline prices and to forward the results of that study to Congress.
(10 minutes)
#22
(LATE) (REVISED) Would clarify that general advertising under this provision should only apply to Regulation D rule 506 offerings, allow for general solicitation in the secondary sale of these securities so long as only qualified institutional buyers purchase the securities, and provide consistency in interpretation that general advertising should not cause these offerings to be considered public offerings.
(10 minutes)
#24
(LATE) Would, for Rule 506 of Regulation D, provide an exemption from registration as a broker or dealer for trading platforms that do not charge a fee in connection with the purchase or sale of the security or permit general solicitations, general advertisements, or similar or related activities by issuers of such securities. Would also enable the marketing of private shares to accredited investors through platforms.
(10 minutes)
#9
Would increase the total number of investors and limit the number of non-accredited investors allowed to be holders of record before registration is required.
(10 minutes)
#3
Would authorize the Securities and Exchange Commission to study whether or not it has the authority to enforce anti-evasion provisions associated with the shareholder threshold.
(10 minutes)
#15
Would require the SEC to conduct a study to address anti-evasion concerns and determine if the term "held of record" should mean beneficial owner of the security.
(10 minutes)
#4
(REVISED) Would require publicly traded companies to disclose on an annual basis the total number of employees they have in each country and the percentage increase or decrease in employment in each country.
(10 minutes)
#16
Would require the Securities and Exchange Commission to issue a report to the Congress one year after enactment on the increase in initial public offerings that resulted from the act, including specific increases in filings by manufacturing and high-technology companies.
(10 minutes)
#17
(LATE) (REVISED) Would require information to be made available online, and outreach to be conducted to small and medium-sized businesses, women-owned businesses, veteran-owned businesses, and minority-owned businesses to inform them about changes put in place by this legislation.
(10 minutes)

 

 

Amendments (click headers to sort)

#Version #Sponsor(s)PartySummaryStatus
16Version 1Capps (CA)DemocratWould require the Securities and Exchange Commission to issue a report to the Congress one year after enactment on the increase in initial public offerings that resulted from the act, including specific increases in filings by manufacturing and high-technology companies.Made In Order
14Version 1Capuano (MA)DemocratWould require the SEC to prospectively count the equity security held of record and beneficially held by 1,000 persons and grandfather in companies that would have otherwise have to register upon enactment.Submitted
15Version 1Capuano (MA)DemocratWould require the SEC to conduct a study to address anti-evasion concerns and determine if the term "held of record" should mean beneficial owner of the security.Made In Order
7Version 2Connolly (VA)DemocratRevised Would require the Securities and Exchange Commission to perform a study, in consultation with the Commodities Futures Trading Commission, of the effects on emerging growth companies of financial speculation on domestic oil and gasoline prices and to forward the results of that study to Congress.Made In Order
23Version 1Costa (CA)DemocratLate Would require the SEC to provide a report after one year on the increase of Initial Public Offerings for medium-sized businesses in communities hardest hit by unemployment.Submitted
6Version 1Ellison (MN), Capuano (MA)DemocratWould require Emerging Growth Companies to fully comply with say-on-pay and golden parachute shareholder votes.Made In Order
5Version 1Fincher (TN), Carney (DE)Bi-PartisanManager's Amendment Would make technical changes to the underlying bill.Made In Order
1Version 1Himes (CT), Capuano (MA)DemocratWould lower the gross annual revenue cap from $1,000,000,000 to $750,000,000 for emerging growth companies to remain eligible for the regulatory on-ramp and strike the public float requirement for the on-ramp.Made In Order
18Version 2Jackson Lee (TX)DemocratLate Revised Would establish new filing fee for Reg S-K Forms to discourage frivolous filings.Made In Order
19Version 1Jackson Lee (TX)DemocratLate Would add a requirement that a company not be considered to be as an “emerging growth company,” if it has issued more than $1 billion in non-convertible debt over the prior three years.Made In Order
20Version 1Jackson Lee (TX)DemocratLate Would strike language related to CEO Compensation Disclosure.Submitted
21Version 1Jackson Lee (TX)Democrath company or its underwriter to communicate with “institutions that are accredited investors.”Made In Order
17Version 2Loebsack (IA)DemocratLate Revised Would require information to be made available online, and outreach to be conducted to small and medium-sized businesses, women-owned businesses, veteran-owned businesses, and minority-owned businesses to inform them about changes put in place by this legislation.Made In Order
22Version 2McCarthy, Kevin (CA)RepublicanLate Revised Would clarify that general advertising under this provision should only apply to Regulation D rule 506 offerings, allow for general solicitation in the secondary sale of these securities so long as only qualified institutional buyers purchase the securities, and provide consistency in interpretation that general advertising should not cause these offerings to be considered public offerings.Made In Order
24Version 1McHenry (NC)RepublicanLate Would, for Rule 506 of Regulation D, provide an exemption from registration as a broker or dealer for trading platforms that do not charge a fee in connection with the purchase or sale of the security or permit general solicitations, general advertisements, or similar or related activities by issuers of such securities. Would also enable the marketing of private shares to accredited investors through platforms.Made In Order
25Version 1McIntyre (NC)DemocratLate Would adjust the Emerging Growth Company definition for inflation, resulting in providing more flexibility for businesses.Made In Order
8Version 1Miller, Brad (NC)DemocratWithdrawnWould limit the number of non-accredited investors allowed to be holders of record before registration is required.Withdrawn
9Version 1Miller, Brad (NC), Schweikert (AZ)Bi-PartisanWould increase the total number of investors and limit the number of non-accredited investors allowed to be holders of record before registration is required.Made In Order
10Version 2Miller, Brad (NC), Watt (NC)DemocratRevised Would provide for cooperation and compliance with state law.Submitted
13Version 1Perlmutter (CO), Gardner (CO), Coffman (CO)Bi-PartisanWould enable community banks under the bill, authority to amortize losses on commercial real estate for regulatory capital purposes for loans made between January 1, 2003 and January 1, 2008.Submitted
4Version 2Peters (MI)DemocratRevised Would require publicly traded companies to disclose on an annual basis the total number of employees they have in each country and the percentage increase or decrease in employment in each country.Made In Order
11Version 1Posey (FL), Webster (FL)RepublicanWould prohibit Members of Congress and their spouses from participating in Initial Public Offerings (IPOs).Submitted
3Version 1Schweikert (AZ)RepublicanWould authorize the Securities and Exchange Commission to study whether or not it has the authority to enforce anti-evasion provisions associated with the shareholder threshold.Made In Order
12Version 1Waters (CA), Capuano (MA)DemocratWould provide that if a broker or dealer is underwriting an initial public offering (IPO) for an emerging growth company (EGC) and providing research to the public about such IPO, those research reports need to be filed with the SEC, and the broker or dealer shall be held to stricter liability for their comments. Would also provide that if EGCs are communicating, either orally or in writing, with potential investors before or following an offering, they need to file those communications with the SEC.Made In Order
2Version 1Webster (FL)RepublicanWithdrawn Would require the Securities and Exchange Commission to study the regulations, requirements, and costs to which an emerging growth company (as defined in the bill) is subject when carrying out an initial public offering, and would require the Commission report these findings to Congress.Withdrawn

Committee Votes

Rules Committee Record Vote No. 197

Motion by Mr. McGovern to amend the rule to H.R. 3606 to report an open rule. Defeated: 4–7.

Majority Member
Vote
Mr. Sessions
Nay
Ms. Foxx
Nay
No Vote
Mr. Woodall
Nay
Mr. Nugent
Nay
Mr. Scott
Nay
Mr. Webster
Nay
Mr. Dreier, Chairman
Nay
Minority Member
Vote
Ms. Slaughter
Yea
Mr. McGovern
Yea
Mr. Hastings
Yea
Mr. Polis
Yea