Section 1 Short title
This Act may be cited as the “No IPOs for Unaccountable Actors Act”.
No IPOs for Unaccountable Actors Act
A BILL
To prohibit the initial public offering of certain securities, and for other purposes.
Sec. 2 No initial public offerings for unaccountable actors
Definitions— In this section—
the term Board means the Public Company Accounting Oversight Board;
the term Commission means the Securities and Exchange Commission;
the term covered entity means—
an entity that is headquartered in, or otherwise controlled by an entity that is headquartered in, a foreign jurisdiction in which the Board is prevented from conducting an inspection or investigation of a registered public accounting firm under section 104 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214) because of a position taken by an authority in that foreign jurisdiction, as determined by the Board; or
an entity that—
is headquartered in, or otherwise controlled by an entity that is headquartered in, a foreign jurisdiction; and
retains a registered public accounting firm described in section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A));
the terms exchange, issuer, and security have the meanings given the terms in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)); and
the term national securities exchange means an exchange registered as a national securities exchange under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f).
Prohibitions regarding covered entities— Beginning on the date that is 1 year after the date of enactment of this Act—
the Commission shall prohibit the initial listing of the securities of a covered entity on a national securities exchange;
if the securities of an issuer are listed on a national securities exchange and, as a result of a business combination, that issuer becomes a covered entity, the Commission shall prohibit the national securities exchange from continuing to list the securities of the issuer; and
a covered entity may not register a security of the covered entity under section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)).