H.R. 37 — Introduced in House → Engrossed in House

Sec. 603 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):

changed “(1) Requirement to include notice on form S–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 Form S–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.~~ CFR 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 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.

changed “(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 may omit financial information for historical periods otherwise required by regulation S–X (17 ~~C.F.R.~~ CFR 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 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.”

Sec. 701 Exemption from XBRL requirements for emerging growth companies and other smaller companies

(a)

Exemption for emerging growth companies— Emerging growth companies are exempted from the requirements to use Extensible Business Reporting Language (XBRL) for financial statements and other periodic reporting required to be filed with the Commission under the securities laws. Such companies may elect to use XBRL for such reporting.

(b)

Exemption for other smaller companies— Issuers with total annual gross revenues of less than $250,000,000 are exempt from the requirements to use XBRL for financial statements and other periodic reporting required to be filed with the Commission under the securities laws. Such issuers may elect to use XBRL for such reporting. An exemption under this subsection shall continue in effect until—

(1)

changed the date that is ~~five~~ 5 years after the date of enactment of this Act; or

(2)

changed the date that is ~~two~~ 2 years after a determination by the Commission, by order after conducting the analysis required by section 702, that the benefits of such requirements to such issuers outweigh the costs, but no earlier than ~~three~~ 3 years after enactment of this Act.

(c)

Modifications to regulations— Not later than 60 days after the date of enactment of this Act, the Commission shall revise its regulations under parts 229, 230, 232, 239, 240, and 249 of title 17, Code of Federal Regulations, to reflect the exemptions set forth in subsections (a) and (b).

Sec. 703 Report to Congress

changed Not later than ~~one~~ 1 year after the date of enactment of this Act, the Commission shall provide the Committee on Financial Services of the House of Representatives and the Committee on Banking, Housing, and Urban Affairs of the Senate a report regarding—

(1)

the progress in implementing XBRL reporting within the Commission;

(2)

the use of XBRL data by Commission officials;

(3)

the use of XBRL data by investors;

(4)

the results of the analysis required by section 702; and

(5)

any additional information the Commission considers relevant for increasing transparency, decreasing costs, and increasing efficiency of regulatory filings with the Commission.

Sec. 1001 Summary page for form 10–K

changed 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 issue regulations to permit issuers to submit a summary page on form 10–K (17 ~~C.F.R.~~ CFR 249.310), but only if each item on such summary page includes a cross-reference (by electronic link or otherwise) to the material contained in form 10–K to which such item relates.

Sec. 1002 Improvement of regulation S–K

changed 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 take all such actions to revise regulation S–K (17 ~~C.F.R.~~ CFR 229.10 et seq.)—

(1)

to further scale or eliminate requirements of regulation S–K, in order to reduce the burden on emerging growth companies, accelerated filers, smaller reporting companies, and other smaller issuers, while still providing all material information to investors;

(2)

to eliminate provisions of regulation S–K, required for all issuers, that are duplicative, overlapping, outdated, or unnecessary; and

(3)

for which the Commission determines that no further study under section 1003 is necessary to determine the efficacy of such revisions to regulation S–K.

Sec. 1003 Study on modernization and simplification of regulation S–K

(a)

changed Study— The Securities and Exchange Commission shall carry out a study of the requirements contained in regulation S–K (17 ~~C.F.R.~~ CFR 229.10 et seq.). Such study shall—

(1)

determine how best to modernize and simplify such requirements in a manner that reduces the costs and burdens on issuers while still providing all material information;

(2)

emphasize a company by company approach that allows relevant and material information to be disseminated to investors without boilerplate language or static requirements while preserving completeness and comparability of information across registrants; and

(3)

evaluate methods of information delivery and presentation and explore methods for discouraging repetition and the disclosure of immaterial information.

(b)

Consultation— In conducting the study required under subsection (a), the Commission shall consult with the Investor Advisory Committee and the Advisory Committee on Small and Emerging Companies.

(c)

Report— Not later than the end of the 360-day period beginning on the date of enactment of this Act, the Commission shall issue a report to the Congress containing—

(1)

all findings and determinations made in carrying out the study required under subsection (a);

(2)

specific and detailed recommendations on modernizing and simplifying the requirements in regulation S–K in a manner that reduces the costs and burdens on companies while still providing all material information; and

(3)

specific and detailed recommendations on ways to improve the readability and navigability of disclosure documents and to discourage repetition and the disclosure of immaterial information.

(d)

Rulemaking— Not later than the end of the 360-day period beginning on the date that the report is issued to the Congress under subsection (c), the Commission shall issue a proposed rule to implement the recommendations of the report issued under subsection (c).

(e)

Rule of construction— Revisions made to regulation S–K by the Commission under section 1002 shall not be construed as satisfying the rulemaking requirements under this section.

H.R. 37 — what changed