{"format":1,"id":"118-hr-2799","congress":118,"number":"H.R. 2799","kind":"bill","group":"bills","title":"Expanding Access to Capital Act of 2023","title_source":"Short Title(s) as Passed House","official_title":"To make reforms to the capital markets of the United States, and for other purposes.","titles":[{"type":"Official Title as Introduced","title":"To make reforms to the capital markets of the United States, and for other purposes."},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Investment Opportunity Expansion Act"},{"type":"Short Titles from RFS (Referred to Senate) bill text","title":"Expanding Access to Capital Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Retirement Fairness for Charities and Educational Institutions Act of 2024"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Helping Startups Continue To Grow Act"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Unlocking Capital for Small Businesses Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Small Business Investor Capital Access Act"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Improving Capital Allocation for Newcomers Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Small Entrepreneurs’ Empowerment and Development Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"SEED Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Regulation A+ Improvement Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Developing and Empowering our Aspiring Leaders Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"DEAL Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Improving Crowdfunding Opportunities Act"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Restoring the Secondary Trading Market Act"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Gig Worker Equity Compensation Act"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Improving Disclosure for Investors Act of 2024"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Risk Disclosure and Investor Attestation Act"},{"type":"Display Title","title":"Expanding Access to Capital Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Developing and Empowering our Aspiring Leaders Act of 2023"},{"type":"Short Title(s) as Introduced","title":"Expanding Access to Capital Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Gig Worker Equity Compensation Act"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Retirement Fairness for Charities and Educational Institutions Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Increasing Investor Opportunities Act"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Risk Disclosure and Investor Attestation Act"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Investment Opportunity Expansion Act"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Restoring the Secondary Trading Market Act"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Improving Crowdfunding Opportunities Act"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"HALOS Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Helping Angels Lead Our Startups Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"DEAL Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Regulation A+ Improvement Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"SEED Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Small Entrepreneurs’ Empowerment and Development Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Improving Capital Allocation for Newcomers Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Small Business Investor Capital Access Act"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Unlocking Capital for Small Businesses Act of 2023"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Helping Startups Continue To Grow Act"},{"type":"Short Title(s) as Introduced for portions of this bill","title":"Improving Disclosure for Investors Act of 2023"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"SEED Act of 2023"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Regulation A+ Improvement Act of 2023"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Developing and Empowering our Aspiring Leaders Act of 2023"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Improving Crowdfunding Opportunities Act"},{"type":"Short Title(s) as Reported to House","title":"Expanding Access to Capital Act of 2023"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Restoring the Secondary Trading Market Act"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Gig Worker Equity Compensation Act"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Investment Opportunity Expansion Act"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Improving Capital Allocation for Newcomers Act of 2023"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Risk Disclosure and Investor Attestation Act"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Helping Startups Continue To Grow Act"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Unlocking Capital for Small Businesses Act of 2023"},{"type":"Short Title(s) as Reported to House for portions of this bill","title":"Small Entrepreneurs’ Empowerment and Development Act of 2023"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Gig Worker Equity Compensation Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Developing and Empowering our Aspiring Leaders Act of 2023"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Regulation A+ Improvement Act of 2023"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"SEED Act of 2023"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Small Entrepreneurs’ Empowerment and Development Act of 2023"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Improving Capital Allocation for Newcomers Act of 2023"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Unlocking Capital for Small Businesses Act of 2023"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Helping Startups Continue To Grow Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Retirement Fairness for Charities and Educational Institutions Act of 2024"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Improving Disclosure for Investors Act of 2024"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Restoring the Secondary Trading Market Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Improving Crowdfunding Opportunities Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Investment Opportunity Expansion Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Risk Disclosure and Investor Attestation Act"},{"type":"Short Title(s) as Passed House","title":"Expanding Access to Capital Act of 2023"},{"type":"Short Titles as Reported to House for portions of this bill","title":"DEAL Act of 2023"},{"type":"Short Titles as Reported to House for portions of this bill","title":"Small Business Investor Capital Access Act"}],"outcome":"passed_house","law_number":null,"introduced":"2023-04-24","chambers":{"house":{"status":"roll_call","date":"2024-03-08","vote":{"id":"118-2024-h78","question":"On Passage","title":"Expanding Access to Capital Act","result":"Passed","yea":212,"nay":205,"present":0,"not_voting":15,"source":"https://clerk.house.gov/evs/2024/roll078.xml"}},"senate":{"status":"na","date":null,"vote":null}},"president":{"status":"na","date":null},"vice_president_tie_breaker":null,"latest_action":{"text":"Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.","date":"2024-03-11"},"nominees":null,"amendments":[{"number":"H.Amdt. 851","sponsor":"Rep. Lawler, Michael [R-NY-17]","purpose":"Amendment clarifies the definition of \"general solicitation\" and \"angel investor\" for purposes of the federal securities laws to ensure that startups can discuss their products and business plans at certain events, known as \"demo days.\".","result":"Agreed to","date":"2024-03-07","yea":278,"nay":146,"present":0,"not_voting":13,"source":"https://clerk.house.gov/evs/2024/roll068.xml"},{"number":"H.Amdt. 852","sponsor":"Rep. Huizenga, Bill [R-MI-4]","purpose":"Amendment directs the Securities and Exchange Commission to promulgate rules with respect to the electronic delivery of certain required disclosures to investors.","result":"Agreed to","date":"2024-03-07","yea":269,"nay":153,"present":0,"not_voting":15,"source":"https://clerk.house.gov/evs/2024/roll069.xml"},{"number":"H.Amdt. 853","sponsor":"Rep. Lucas, Frank D. [R-OK-3]","purpose":"Amendment modifies Federal securities laws to allow 403(b) plans to invest in collective investment trusts (CITs) and insurance contracts that currently may be invested in by comparable retirement plans, such as 401(k)s.","result":"Agreed to","date":"2024-03-07","yea":301,"nay":125,"present":0,"not_voting":11,"source":"https://clerk.house.gov/evs/2024/roll070.xml"},{"number":"H.Amdt. 854","sponsor":"Rep. Wagner, Ann [R-MO-2]","purpose":"Amendment allows a closed-end investment company, an entity that invests in securities using money raised in its initial public offering, to invest its assets in securities issued by private funds.","result":"Agreed to","date":"2024-03-07","yea":270,"nay":154,"present":0,"not_voting":13,"source":"https://clerk.house.gov/evs/2024/roll071.xml"},{"number":"H.Amdt. 855","sponsor":"Rep. Sherman, Brad [D-CA-32]","purpose":"Amendment sought to allow an individual to invest not more than 5 percent of the net worth of the individual, excluding the individual's primary residence, in any one private offering. Also, the amendment sought to limit the aggregate investment of the individual in private offerings to 25 percent of the net worth of the individual excluding the individual's primary residence.","result":"Failed","date":"2024-03-07","yea":203,"nay":223,"present":0,"not_voting":11,"source":"https://clerk.house.gov/evs/2024/roll072.xml"},{"number":"H.Amdt. 856","sponsor":"Rep. Houlahan, Chrissy [D-PA-6]","purpose":"Amendment sought to require the Advocate for Small Business Capital Formation to include in its report the effects of the failure of Silicon Valley Bank on community banks and small business lending.","result":"Failed","date":"2024-03-08","yea":200,"nay":203,"present":0,"not_voting":34,"source":"https://clerk.house.gov/evs/2024/roll073.xml"},{"number":"H.Amdt. 857","sponsor":"Rep. Tlaib, Rashida [D-MI-12]","purpose":"Amendment sought to limit exemptions or benefits provided by the bill that do not impose junk fees.","result":"Failed","date":"2024-03-08","yea":204,"nay":212,"present":0,"not_voting":21,"source":"https://clerk.house.gov/evs/2024/roll074.xml"},{"number":"H.Amdt. 858","sponsor":"Rep. Lynch, Stephen F. [D-MA-8]","purpose":"Amendment sought to provide that the bill may take effect only when the Securities and Exchange Commission, in consultation with State securities regulators, certifies to Congress that nothing in the bill will increase fraud.","result":"Failed","date":"2024-03-08","yea":208,"nay":211,"present":0,"not_voting":18,"source":"https://clerk.house.gov/evs/2024/roll075.xml"},{"number":"H.Amdt. 859","sponsor":"Rep. Waters, Maxine [D-CA-43]","purpose":"Amendment sought to require any investment adviser, private fund, or investment company that is subject to the bill to annually and publicly disclose their investments into women-owned, minority-owned, veteran-owned, rural-domiciled, and other businesses.","result":"Failed","date":"2024-03-08","yea":206,"nay":217,"present":0,"not_voting":15,"source":"https://clerk.house.gov/evs/2024/roll076.xml"}],"other_votes":[{"chamber":"house","date":"2024-03-07","question":"On Agreeing to the Amendment","title":"","result":"Agreed to","yea":278,"nay":146,"present":0,"not_voting":13,"kind":"amendment","source":"https://clerk.house.gov/evs/2024/roll068.xml"},{"chamber":"house","date":"2024-03-07","question":"On Agreeing to the Amendment","title":"","result":"Agreed to","yea":269,"nay":153,"present":0,"not_voting":15,"kind":"amendment","source":"https://clerk.house.gov/evs/2024/roll069.xml"},{"chamber":"house","date":"2024-03-07","question":"On Agreeing to the Amendment","title":"","result":"Agreed to","yea":301,"nay":125,"present":0,"not_voting":11,"kind":"amendment","source":"https://clerk.house.gov/evs/2024/roll070.xml"},{"chamber":"house","date":"2024-03-07","question":"On Agreeing to the Amendment","title":"","result":"Agreed to","yea":270,"nay":154,"present":0,"not_voting":13,"kind":"amendment","source":"https://clerk.house.gov/evs/2024/roll071.xml"},{"chamber":"house","date":"2024-03-07","question":"On Agreeing to the Amendment","title":"","result":"Failed","yea":203,"nay":223,"present":0,"not_voting":11,"kind":"amendment","source":"https://clerk.house.gov/evs/2024/roll072.xml"},{"chamber":"house","date":"2024-03-08","question":"On Agreeing to the Amendment","title":"","result":"Failed","yea":200,"nay":203,"present":0,"not_voting":34,"kind":"amendment","source":"https://clerk.house.gov/evs/2024/roll073.xml"},{"chamber":"house","date":"2024-03-08","question":"On Agreeing to the Amendment","title":"","result":"Failed","yea":204,"nay":212,"present":0,"not_voting":21,"kind":"amendment","source":"https://clerk.house.gov/evs/2024/roll074.xml"},{"chamber":"house","date":"2024-03-08","question":"On Agreeing to the Amendment","title":"","result":"Failed","yea":208,"nay":211,"present":0,"not_voting":18,"kind":"amendment","source":"https://clerk.house.gov/evs/2024/roll075.xml"},{"chamber":"house","date":"2024-03-08","question":"On Agreeing to the Amendment","title":"","result":"Failed","yea":206,"nay":217,"present":0,"not_voting":15,"kind":"amendment","source":"https://clerk.house.gov/evs/2024/roll076.xml"},{"chamber":"house","date":"2024-03-08","question":"On Motion to Recommit","title":"Expanding Access to Capital Act","result":"Failed","yea":205,"nay":213,"present":0,"not_voting":14,"kind":"procedural","source":"https://clerk.house.gov/evs/2024/roll077.xml"}],"crs_summary":{"date":"2024-03-08","stage":"Passed House","blocks":[{"k":"h","t":"Expanding Access to Capital Act of 2023"},{"k":"p","t":"This bill reduces various securities regulations for certain companies, brokers, and advisors. The bill also allows more investors to invest in specified types of ventures."},{"k":"p","t":"DIVISION A--Strengthening Public Markets"},{"k":"p","t":"TITLE I--Remove Aberrations in the Market Cap Test for Target Company Financial Statements"},{"k":"p","t":"This title expands the information allowed to be included when calculating whether an acquisition or disposition of a subsidiary is significant for purposes of required financial disclosures by publicly traded companies. Currently, an acquisition or disposition is considered significant when the company's investment in the subsidiary is calculated to exceed 10% of the aggregate worldwide market value of the company's voting and non-voting common equity. Under the title, this market value may additionally include applicable trading value, conversion value, or exchange value of all of the company's outstanding classes of stock, including preferred stock and non-traded common shares that are convertible into or exchangeable for traded common shares."},{"k":"p","t":"TITLE II--Helping Startups Continue To Grow"},{"k":"p","t":"Helping Startups Continue To Grow Act"},{"k":"p","t":"This title allows certain issuers of securities regulated as emerging growth companies to continue operating under such regulations, including those related to reduced disclosures and other exemptions, for an additional two years. It also raises the limit of total annual gross revenues under which issuers qualify as emerging growth companies to $1.5 billion. Finally, under the title, a company may continue to be considered an emerging growth company even after it becomes a large accelerated filer."},{"k":"p","t":"TITLE III--SEC and PCAOB Auditor Requirements for Newly Public Companies"},{"k":"p","t":"This title modifies the auditor independence standards required by the Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange Commission (SEC). Specifically, an issuer that is a public company or has filed to become a public company must comply with certain auditor independence standards regarding audits that occurred in the fiscal year prior to the company going public."},{"k":"p","t":"TITLE IV--EXPAND THE PROTECTION FOR RESEARCH REPORTS TO COVER ALL SECURITIES OF ALL ISSUERS"},{"k":"p","t":"This title allows a securities broker or dealer to publish or distribute a research report on a proposed public offering by any issuer without it being considered an offer to sell securities for purposes of registration requirements. Currently, only reports published or distributed regarding a proposed public offering by an emerging growth company fall under this exception."},{"k":"p","t":"TITLE V--EXCLUDE QIBS AND IAAS FROM THE RECORD HOLDER COUNT FOR MANDATORY REGISTRATION"},{"k":"p","t":"This title excludes certain institutional investors and buyers as holders of a security. Specifically, these investors are not considered security holders under mandatory securities registration thresholds applicable to an issuer of securities."},{"k":"p","t":"TITLE VI--EXPAND WKSI ELIGIBILITY"},{"k":"p","t":"This title reduces the required aggregate market value of voting and non-voting common equity shares for an issuer of securities to qualify as a well-known seasoned issuer. A well-known seasoned issuer is allowed to make expedited public offerings of securities through automatic shelf registrations."},{"k":"p","t":"DIVISION B--HELPING SMALL BUSINESSES AND ENTREPRENEURS"},{"k":"p","t":"TITLE I--UNLOCKING CAPITAL FOR SMALL BUSINESSES"},{"k":"p","t":"Unlocking Capital for Small Businesses Act of 2023"},{"k":"p","t":"This title revises the regulatory treatment of private-placement brokers (brokers who receive transaction-based compensation for the sale of securities to preselected individuals or institutions) and finders (private-placement brokers who do not exceed a specified amount of compensation, transaction value, or number of transactions in a year)."},{"k":"p","t":"Specifically, the title (1) requires the SEC to establish registration requirements for private-placement brokers that are no more stringent than those imposed on crowdfunding portals, (2) allows for membership in any national securities association for private-placement brokers, (3) exempts private-placement brokers from broker regulations, and (4) otherwise modifies provisions related to private-placement brokers and finders."},{"k":"p","t":"TITLE II--SMALL BUSINESS INVESTOR CAPITAL ACCESS"},{"k":"p","t":"Small Business Investor Capital Access Act"},{"k":"p","t":"This title requires the SEC to adjust annually for inflation the dollar amount of an exemption from registration requirements for investment advisors of private funds. Currently, investment advisors of private funds of less than $150 million in assets under management are exempt. The title would require the SEC to adjust that amount annually based on the change in the Consumer Price Index."},{"k":"p","t":"TITLE III--IMPROVING CAPITAL ALLOCATION FOR NEWCOMERS"},{"k":"p","t":"Improving Capital Allocation for Newcomers Act of 2023"},{"k":"p","t":"This title expands qualification requirements for venture capital funds. Venture capital funds are exempt from certain regulations applicable to other investment firms, including those related to filings, audits, and restricted communications with investors. Currently, an investment firm qualifies as a venture capital fund if, among other requirements (1) the fund's securities are owned by 250 persons or less, and (2) the fund has $10 million or less in aggregate capital contributions and uncalled committed capital. The title increases these amounts to 600 persons and $150 million, respectively."},{"k":"p","t":"TITLE IV--SMALL ENTREPRENEURS’ EMPOWERMENT AND DEVELOPMENT"},{"k":"p","t":"Small Entrepreneurs' Empowerment and Development Act of 2023 or the SEED Act of 2023"},{"k":"p","t":"This title establishes an exemption to certain securities regulations for small offerings of securities. Specifically, securities registration is not required for a sale of securities if the total amount of securities sold by the issuer during the preceding 12-month period sale does not exceed $250,000."},{"k":"p","t":"Furthermore, the SEC must issue rules under which an issuer is disqualified from offering securities through this exemption. These rules must disqualify any such offering or sale of securities by a person subject to specified regulatory disciplinary actions or convicted of certain felonies or misdemeanors."},{"k":"p","t":"TITLE V--REGULATION A+ IMPROVEMENT"},{"k":"p","t":"Regulation A+ Improvement Act of 2023"},{"k":"p","t":"This title increases the dollar limit of certain securities offerings exempt from registration requirements under Regulation A+ from $50 million annually to $150 million annually, adjusted in future years for inflation."},{"k":"p","t":"TITLE VI--DEVELOPING AND EMPOWERING OUR ASPIRING LEADERS"},{"k":"p","t":"Developing and Empowering our Aspiring Leaders Act of 2023 or the DEAL Act of 2023"},{"k":"p","t":"This title directs the SEC to revise venture capital investment regulations. Under current law, non-qualifying investments—which include secondary transactions and investments in other venture capital funds—may comprise up to 20% of a venture capital fund."},{"k":"p","t":"The title allows investments acquired through secondary transactions or investments in other venture capital funds to be considered as qualifying investments for venture capital funds. However, for a private fund to qualify as a venture capital fund, the fund's investments must predominately (1) be acquired directly, or (2) be investments in other venture capital funds."},{"k":"p","t":"The Government Accountability Office (GAO) must report on the title’s effects."},{"k":"p","t":"TITLE VII--IMPROVING CROWDFUNDING OPPORTUNITIES"},{"k":"p","t":"Improving Crowdfunding Opportunities Act"},{"k":"p","t":"This title reduces regulations applicable to crowdfunding securities and portals. Crowdfunding is used to raise capital through a large number of individuals investing potentially small amounts of money."},{"k":"p","t":"The title exempts certain securities issued under crowdfunding regulations from state regulation of secondary transactions. It also exempts crowdfunding portals from (1) certain anti-money laundering reporting and recordkeeping requirements, and (2) liability for material misstatements or omissions unless the portal knowingly makes certain untrue statements or engages in fraud or deceit."},{"k":"p","t":"The title revises the disclosure requirements for crowdfunding issuers with specified target offering amounts. The title also expands the types of investors allowed to invest in these companies to include investment companies. Finally, the title increases the aggregate amount these companies are allowed to raise in a 12-month period and generally raises the amount individuals are allowed to invest in a 12-month period."},{"k":"p","t":"TITLE VIII--RESTORING THE SECONDARY TRADING MARKET"},{"k":"p","t":"Restoring the Secondary Trading Market Act"},{"k":"p","t":"This title prohibits states from banning, limiting, or imposing conditions upon off-exchange secondary trading of securities. This prohibition applies if the issuer of those securities provides public information on the issuer's financial status in accordance with federal regulations."},{"k":"p","t":"DIVISION C--INCREASING ACCESS TO PRIVATE MARKETS"},{"k":"p","t":"TITLE I--GIG WORKER EQUITY COMPENSATION"},{"k":"p","t":"Gig Worker Equity Compensation Act"},{"k":"p","t":"This title broadens the existing SEC registration exemption for the issuance of securities as part of an employee-compensation package. Specifically, the title applies this exemption to the issuance of securities as compensation for independent contractors."},{"k":"p","t":"The GAO must report on the title’s effects."},{"k":"p","t":"TITLE II--INVESTMENT OPPORTUNITY EXPANSION"},{"k":"p","t":"Investment Opportunity Expansion Act"},{"k":"p","t":"This title expands who may be considered an accredited investor for purposes of participating in private offerings of securities. (Certain unregistered securities may only be offered to accredited investors.) Specifically, the title allows an individual to qualify if their aggregate investment in such a securities offering is not more than 10% of the individual's net assets or 10% of the individual's annual income, whichever is greater."},{"k":"p","t":"TITLE III--RISK DISCLOSURE AND INVESTOR ATTESTATION"},{"k":"p","t":"Risk Disclosure and Investor Attestation Act"},{"k":"p","t":"This title further expands who may be considered an accredited investor for purposes of participating in private offerings of securities. Specifically, the title allows an individual to qualify by certifying to the issuer of securities that the individual understands the risks of investment in private issuers. Currently, accredited investors must satisfy certain requirements indicating their reduced exposure to financial risk, including those related to income, net worth, or knowledge and experience."},{"k":"p","t":"TITLE IV--ACCREDITED INVESTORS INCLUDE INDIVIDUALS RECEIVING ADVICE FROM CERTAIN PROFESSIONALS"},{"k":"p","t":"This title amends the definition of an accredited investor in the context of selling and purchasing securities to include those individuals receiving investment advice from a person with professional certifications, as determined by the SEC."},{"k":"p","t":"DIVISION D--HELPING ANGELS LEAD OUR STARTUPS"},{"k":"p","t":"This division directs the SEC to expand the applicability of Regulation D, which exempts certain securities offerings from SEC registration requirements but prohibits general solicitation or general advertising with respect to such offerings. Under the division, this prohibition shall not apply to events with specified kinds of sponsors—including angel investor groups unconnected to broker-dealers or investment advisers—where presentations or communications are made by or on behalf of an issuer, if"},{"k":"li","t":"the advertising does not refer to any specific offering of securities by the issuer;","d":1},{"k":"li","t":"the sponsor does not provide investment recommendation or advice to attendees, engage in investment negotiations with attendees, charge certain fees, or receive certain compensation; and","d":1},{"k":"li","t":"no specific information regarding a securities offering is communicated beyond the type and amount of securities being offered, the amount of securities already subscribed for, and the intended use of proceeds from the offering.","d":1},{"k":"p","t":"DIVISION E--IMPROVING DISCLOSURE FOR INVESTORS"},{"k":"p","t":"Improving Disclosure for Investors Act of 2024"},{"k":"p","t":"This division requires the SEC to propose and finalize rules to allow entities to deliver regulatory documents to investors electronically. The SEC must establish a mechanism for investors to opt out of electronic delivery and receive paper documents instead. If the SEC does not finalize rules within one year after enactment, the title allows for electronic delivery of these documents."},{"k":"p","t":"DIVISION F--ENHANCEMENT OF 403(b) PLANS"},{"k":"p","t":"Retirement Fairness for Charities and Educational Institutions Act of 2024"},{"k":"p","t":"This division allows 403(b) retirement plans (i.e., retirement plans designed for certain employees of public schools, charities, and churches) to invest in collective investment trusts, which are a group of pooled investment assets held by a bank or trust company, and in insurance company separate accounts."},{"k":"p","t":"DIVISION G--INCREASING INVESTOR OPPORTUNITIES"},{"k":"p","t":"This division allows a closed-end fund—a portfolio of pooled assets with a limited number of shares traded on an exchange—to increase its investment in private investment funds. The SEC is prohibited from limiting the sale or listing of securities of a closed-end fund that invests in private investment funds. This division also apples to a closed-end company treated as a business development company."}],"words":1859},"summary":{"main_subject":{"text":"Amends federal securities laws to change registration, disclosure and offering rules for public companies, small and private securities offerings, investment funds and investor eligibility.","cites":[{"label":"Division A","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-H1A3EAE228B104A7FA1050BFA03B5E56D"},{"label":"Division B","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-H1517FFABDDB7430FB21265AE79CE5073"},{"label":"Division C","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-HB89804967F2F42E2B0E1FCA199FA88B2"}]},"core_areas":["Public company disclosure and registration rules","Emerging growth company and well-known seasoned issuer definitions","Exemptions for small offerings, Regulation A and crowdfunding","Private placement brokers and finders","Accredited investor definition","Venture capital fund and private fund adviser thresholds","Electronic delivery of regulatory documents to investors","403(b) plan and closed-end fund investment authority"],"what_it_does":[{"text":"Changes the emerging growth company definition in the Securities Act of 1933 and the Securities Exchange Act of 1934 by replacing $1,000,000,000 with $1,500,000,000 and replacing \"fifth\" with \"7-year\" in subparagraph (B).","cite":{"label":"Sec. 1202","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-HF251A029348D45FBAA2630924598B861"}},{"text":"Directs the Securities and Exchange Commission to issue regulations within 180 days setting registration requirements for private placement brokers no more stringent than those for funding portals, and exempts a finder from registration under the Securities Exchange Act of 1934.","cite":{"label":"Sec. 2102","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-HD7A548DEE73C45159029FF96E67BC3BF"}},{"text":"Exempts from Securities Act registration a sale of securities where the issuer's total securities sold in the preceding 12 months do not exceed $250,000, and requires the Commission to set disqualification rules within 270 days.","cite":{"label":"Sec. 2402","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-H4EC864F4BD69407C903E1608A70C1897"}},{"text":"Adds to the Securities Act definition of accredited investor an individual whose aggregate investment in securities not publicly offered is not more than 10 percent of the greater of the individual's net assets or annual income.","cite":{"label":"Sec. 3202","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-HC51865A5A5AD471FB32DD4F4C3628338"}},{"text":"Requires the Commission to propose rules within 180 days and finalize them within 1 year allowing covered entities to deliver regulatory documents electronically, including a way for investors to opt out and receive paper versions.","cite":{"label":"Sec. 5002","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-H5D334E00787D4E7F92C4936B1EB17E5B"}},{"text":"Provides that, except as otherwise prohibited or restricted by the Investment Company Act of 1940, the Commission may not prohibit or otherwise limit a closed-end company from investing its assets in securities issued by private funds.","cite":{"label":"Sec. 7001","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-HA5B8733DCB444FD6966CD7BED560EBB7"}}],"unexpected":[{"category":"off_subject","items":[{"cite":{"label":"Sec. 1301","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-H03B6347476C247128DD3F66ED42EE7BC"},"heading":"Auditor independence for certain past audits occurring before an issuer is a public company","effect":"Amends the Sarbanes-Oxley Act and the Securities Exchange Act so that auditor independence rules for audits before an issuer's last fiscal year prior to filing a registration statement treat an auditor as independent if it meets American Institute of Certified Public Accountants standards, or comparable home-country standards for a foreign issuer.","amount":null,"quote":"shall treat an auditor as independent if— (1) the auditor is independent under standards established by the American Institute of Certified Public Accountants"},{"cite":{"label":"Sec. 2603","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-H3888A7482F8A4016ADAE662B1B54AB0F"},"heading":"Reports","effect":"Directs the Comptroller General to report to Congress on concentrated sectoral counterparty risk in the banking sector, and directs the Advocate for Small Business Capital Formation to report on banking access for venture funds and the companies they fund.","amount":null,"quote":"on the risks and impacts of concentrated sectoral counterparty risk in the banking sector, in light of the failure of Silicon Valley Bank"}]},{"category":"selective_carve_out","items":[{"cite":{"label":"Sec. 1501","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-H6E6EF48AE7594E9EBF6330232B49970D"},"heading":"Exclusions from mandatory registration threshold","effect":"Excludes holders that are qualified institutional buyers or institutional accredited investors from the holder-of-record counts that trigger mandatory registration under Exchange Act section 12(g)(1), and says the SEC's general exemptive authority does not apply to the added text.","amount":null,"quote":"(that are not a qualified institutional buyer or an institutional accredited investor)"},{"cite":{"label":"Sec. 4001","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh#toc-H6F6E7C3D477148C399F8273F2F2C9B6D"},"heading":"Clarification of general solicitation","effect":"Requires the SEC to revise Regulation D so the ban on general solicitation does not apply to issuer presentations at events run by listed kinds of sponsors, if the section's conditions on advertising, sponsor conduct and information shared are met.","amount":null,"quote":"the prohibition shall not apply to a presentation or other communication made by or on behalf of an issuer which is made at an event"}]}],"version":{"type":"Engrossed in House","date":"2024-03-08","rule":"passed","href":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text/eh"},"current":true,"model":"claude-sonnet-5-5","approved":"2026-10-02","approved_by":"checks"},"sources":{"congress_gov":"https://www.congress.gov/bill/118th-congress/house-bill/2799","text":"https://www.congress.gov/bill/118th-congress/house-bill/2799/text"},"card":{"image":"card/item/118-hr-2799.png","v":"a134753a1930","alt":"Votes on Record. H.R. 2799, 118th Congress: Expanding Access to Capital Act of 2023. House: 212 Yea, 205 Nay. Outcome: Passed House, 8 Mar 2024."}}