On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K (which governs disclosure requirements for registration statements and periodic reports, among other things) to eliminate duplicative, outdated or unnecessary disclosure requirements and to otherwise reduce the burdens imposed on emerging growth companies, accelerated filers, smaller reporting companies and other smaller issuers; (2) study additional ways of modernizing and simplifying disclosure requirements; and (3) permit registrants to submit a summary page on Form 10-K (with appropriate cross references to applicable material within the 10-K).
On the same date, the House also passed the Reforming Access for Investments in Startup Enterprises Act of 2015 (RAISE Act (H.R. 1839)). The RAISE Act, if enacted, would amend the Securities Act of 1933 to codify the so-called “4(a)(1)(1/2)” exemption from registration under the Securities Act. The 4(a)(1)(1/2) exemption, while not formally recognized by SEC rules or regulations, is often relied upon in connection with the private resale of securities. The RAISE Act would formally exempt from registration requirements under the Securities Act the resale of restricted securities by certain sellers (generally, those other than the issuer, an underwriter acting on behalf of the issuer or a dealer) where each purchaser is an accredited investor, neither the seller nor anyone acting on its behalf engages in general solicitation and other conditions are satisfied.
To view the full text of the Disclosure Modification and Simplification Act of 2015, click here.
To view the full text of the RAISE Act of 2015, click here.