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Bill
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To amend the Securities Act of 1933 to permit issuers to submit draft registration statements to the Securities and Exchange Commission for confidential review for both initial public offers and follow-on offers, to set deadlines for when such statements shall be made public, and for other purposes.

H.R. 9412 · 117th Congress · Dec 2, 2022 · Lineage

A BILL

Section 1 Confidential review of draft registration statements and deadline for filing public registration statements

(a)
Securities Act of 1933— Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is amended—
(1)
in the heading of the subsection, by striking “Emerging Growth Companies” and inserting “Confidential review of draft registration statements”;
(2)
by amending paragraph (1) to read as follows:

“(1) In general—Any issuer may, with respect to an initial public offering or follow-on offering, 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—

“(A) in the case of an initial public offering, 10 days before the effective date of such registration statement; or

“(B) in the case of a follow-on offering, 48 hours before the effective date of such registration statement.”

(3)
by adding at the end the following:

“(3) Follow-on offering defined—In this subsection, the term follow-on offering means an offering by an issuer during the 12-month period beginning on the effective date of the initial public offering of the issuer or the initial listing date of the issuer on a national securities exchange.”

(b)
Securities Exchange Act of 1934— Section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l) is amended by adding at the end the following:

“(m) Confidential review of draft registration statements

“(1) In general—Any issuer may, with respect to a registration required under this section, 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 10 days before the effective date of such registration statement.

“(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.”