HR 2167 IHRHCommentsClose CommentsPermalink

Union Calendar No. 223CommentsClose CommentsPermalink

112th CONGRESSCommentsClose CommentsPermalink

1st SessionCommentsClose CommentsPermalink

H. R. 2167CommentsClose CommentsPermalink

[Report No. 112-327]CommentsClose CommentsPermalink

To amend the Securities Exchange Act of 1934 to change the threshold number of shareholders for required registration under that Act.CommentsClose CommentsPermalink

IN THE HOUSE OF REPRESENTATIVESCommentsClose CommentsPermalink

June 14, 2011CommentsClose CommentsPermalink

Mr. SCHWEIKERT (for himself, Mr. HIMES, Mr. CANSECO, Mr. QUIGLEY, Mr. JONES, Mr. PERLMUTTER, Mrs. BIGGERT, and Mr. ISSA) introduced the following bill; which was referred to the Committee on Financial ServicesCommentsClose CommentsPermalink

December 12, 2011CommentsClose CommentsPermalink

Additional sponsors: Mr. CAMPBELL, Mr. MCHENRY, Mr. MANZULLO, Mr. LATTA, Mr. POLIS, Mr. MEEKS, Mr. HURT, Ms. LORETTA SANCHEZ of California, Mr. WELCH, Mr. BOREN, Mr. FITZPATRICK, Ms. HAYWORTH, Mr. ACKERMAN, Mr. DOLD, Mrs. MALONEY, Mr. HINOJOSA, Mr. SMITH of Washington, Mr. CARNEY, Mr. CONNOLLY of Virginia, and Mr. KLINECommentsClose CommentsPermalink

December 12, 2011CommentsClose CommentsPermalink

Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printedCommentsClose CommentsPermalink

[Strike out all after the enacting clause and insert the part printed in italic]CommentsClose CommentsPermalink

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A BILLCommentsClose CommentsPermalink

To amend the Securities Exchange Act of 1934 to change the threshold number of shareholders for required registration under that Act.CommentsClose CommentsPermalink

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, CommentsClose CommentsPermalink

SECTION 1. SHORT TITLE.

This Act may be cited as the ‘Private Company Flexibility and Growth Act’. CommentsClose CommentsPermalink

SEC. 2. THRESHOLD FOR REGISTRATION.

Section 12(g)(1)(B) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(1)(B)) is amended by striking ‘shall--’ and all that follows through the first instance of ‘register’ and insert ‘shall, within 120 days after the last day of its first fiscal year ended on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by 1,000 persons, register’. CommentsClose CommentsPermalink

SEC. 3. ACCREDITED INVESTORS AND EMPLOYEES.

Section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) is amended by adding at the end the following: ‘For purposes of determining whether an issuer is required to register a security with the Commission pursuant to paragraph (1), the definition of ‘held of record’ shall not include securities held by persons who qualify as accredited investors (as that term is defined by the Commission) or securities that are held by persons who received the securities pursuant to an employee compensation plan in transactions exempted from the registration requirements of section 5 of the Securities Act of 1933.’. CommentsClose CommentsPermalink

SEC. 4. COMMISSION RULEMAKING.

The Securities and Exchange Commission shall revise the definition of ‘held of record’ pursuant to section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) to implement the amendment made by section 2. The Commission shall also adopt safe harbor provisions that issuers can follow when determining whether holders of their securities are accredited investors or that holders of their securities received the securities pursuant to an employee compensation plan in transactions that were exempt from the registration requirements of section 5 of the Securities Act of 1933. CommentsClose CommentsPermalink

Union Calendar No. 223CommentsClose CommentsPermalink

112th CONGRESSCommentsClose CommentsPermalink

1st SessionCommentsClose CommentsPermalink

H. R. 2167CommentsClose CommentsPermalink

[Report No. 112-327]CommentsClose CommentsPermalink

A BILLCommentsClose CommentsPermalink

To amend the Securities Exchange Act of 1934 to change the threshold number of shareholders for required registration under that Act.CommentsClose CommentsPermalink

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December 12, 2011CommentsClose CommentsPermalink

Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printedCommentsClose CommentsPermalink