JOBS 3.0 Capital Formation Legislation Pending in US Senate – by Ronald Woessner

The US House of Representatives approved and sent to the US Senate earlier this year a package of strong, bipartisan capital-formation legislation to help America’s small businesses and entrepreneurs raise capital and to protect investors. The legislative package, known as the “JOBS and Investor Confidence Act of 2018,” is comprised of scores of individual pieces of legislation approved by the House of Representatives or the House Financial Services Committee with broad bipartisan support.  This so-called “JOBS Act 3.0” follows two earlier capital formation legislative packages, the “Jump Start our Business Startups Act of 2012”  (“JOBS Act 1.0″ ), and JOBS Act 2.0,” incorporated in  the “Fixing America’s Surface Transportation Act of 2015” (the “FAST Act”).

In commenting on the legislation, Congressman Jeb Hensarling (R-TX), Chairman of the House Financial Services Committee, wherein the bills originated, stated:

“Over the last several months, our Committee has been working hard to put forth a number of capital formation bills that are designed to breathe new life in markets that are suffocating under aging regulations,” said Hensarling. “Thanks to the efforts of the Ranking Member and Members of the Committee on both sides of the aisle, we have a strong bipartisan package that will play an important role in sustaining long-term economic growth and global competitiveness.”

This article, the first of three articles, summarizes 11 of the individual pieces of legislation JOBS 3.0 — all of which are pending in the Senate.

H.R. 79, Helping Angels Lead Our Startups (HALOS) Act – Sponsored by Rep. Steve Chabot (R-OH) and cosponsored by Rep. Kyrsten Sinema (D-AZ), this bill defines an “angel investor group” and clarifies a regulation issued by the Securities and Exchange Commission (SEC) to ensure that startups have the opportunity to make a presentation to interested parties without running afoul of the securities laws.

It passed the House on January 10, 2017 with strong bipartisan support, 344-73.

H.R. 435, The Credit Access and Inclusion Act of 2017 – Sponsored by Rep. Keith Ellison (D-MN) and cosponsored by Rep. Robert Pittenger (R-NC), the bill amends the Fair Credit Reporting Act (FCRA) to authorize an entity, including the Department of Housing and Urban Development (HUD) to furnish data to consumer reporting agencies regarding an individual’s history of on-time payments with respect to a lease, or contracts for utilities and telecommunications services.

The bill passed the House by voice vote on June 25, 2018.

H.R. 477, Small Business Mergers, Acquisitions, Sales & Brokerage Simplification Act of 2017 Sponsored by Rep. Bill Huizenga (R-MI) and cosponsored by Rep. Brian Higgins (D-NY), the bill alleviates costs to small business owners by simplifying the securities registration system for mergers and acquisition brokers who help transfer the ownership of small, privately held companies.  It also disqualifies “bad actors” from utilizing the simplified process and does not allow transactions involving shell companies.

H.R. 477 passed the House with unanimous bipartisan support, 426-0, on December 7, 2017.

H.R. 1585, Fair Investment Opportunities for Professional Experts Act – Sponsored by Reps. David Schweikert (R-AZ) and cosponsored by Reps. French Hill (R-AR), Carolyn Maloney (D-NY) and Kyrsten Sinema (D-AZ), H.R. 1585 modernizes the definition of accredited investor so those who do not have a high income or high net worth but do have the education and job experience to evaluate investment risks and merits can participate in the growth of promising companies.  This change will provide more Americans with greater investment opportunities and enable the businesses they invest in to create more jobs.

It passed the House by voice vote on November 1, 2017.

H.R. 1645, Fostering Innovation Act – Sponsored by Rep. Kyrsten Sinema (D-AZ) and cosponsored by Rep. Trey Hollingsworth (R-IN), the “Fostering Innovation Act of 2017” amends Section 404(b) of the Sarbanes-Oxley Act (SOX) to extend the exemption to comply with the law for certain low-revenue emerging growth companies (EGCs) that would otherwise lose their exempt status at the end of the five-year period that applies under current law. Included in HR 3978.

H.R. 2219, End Banking for Human Traffickers Act of 2018 – Sponsored by Rep. Ed Royce (RCA) and cosponsored by Rep. Carolyn Maloney (D-NY), H.R. 2219 amends the Victims of Trafficking and Violence Protection Act of 2000 to add the Treasury Secretary to the President’s Interagency Task Force to Monitor and Combat Trafficking, requires the task force to submit to Congress an analysis of anti-money laundering (AML) efforts of the U.S. government and financial institutions relating to severe forms of trafficking in persons, and requires the Treasury Secretary to designate an office within the Office of Terrorism and Financial Intelligence to coordinate efforts to combat the illicit financing of human trafficking.

It passed the House with overwhelming bipartisan support, 408-2, on April 10, 2018.

H.R. 2364, Investing in Main Street Act – Sponsored by Rep. Judy Chu (D-CA) and cosponsored by Rep. Stephen Knight (R-CA), the bill amends the Small Business Investment Act by increasing the percentage a financial institution or federal savings association can invest in a small business investment company (SBIC) to 15 percent and require the financial institution or the federal savings association to be approved by their federal regulator prior to investing more than five percent.

H.R. 2364 passed the House by voice vote on July 24, 2017.

H.R. 3903, Encouraging Public Offerings Act of 2017 – Sponsored by Rep. Ted Budd (R-NC) and cosponsored by Rep. Gregory Meeks (D-NY), the “Encouraging Public Offerings Act of 2017” amends the Securities Act of 1933 to expand to all public companies certain provisions of Title I of the Jumpstart Our Business Startups (JOBS) Act, which previously applied only to an EGC. Specifically, the legislation allows issuers to submit to the SEC for confidential review, before publicly filing, draft registration statements for Initial Public Offerings (IPOs) and for follow-on offerings within one year of an IPO. Additionally, this bill allows all companies to “test-the-waters” before filing an IPO, which means they may meet with qualified institutional buyers and other institutional accredited investors to gauge those investors’ interest in the offering.

It passed the House with unanimous bipartisan support, 419-0, on November 1, 2017.

H.R. 3972, Family Office Technical Correction Act – Sponsored by Rep. Carolyn Maloney (D-NY), H.R. 3972 clarifies that family offices and family clients, as defined in section 275.202(a)(11)(G)-1 of title 17, Code of Federal Regulations, are accredited investors under Regulation D of the SEC.

H.R. 3972 passed the House by voice vote on October 24, 2017.

H.R. 4292, Financial Institution Living Will Improvement Act of 2017 – Sponsored by Rep. Lee Zeldin (R-NY) and cosponsored by Rep. Carolyn Maloney (D-NY), the bill amends the “Dodd-Frank Wall Street Reform and Consumer Protection Act” to reform the resolution plan submission “living will” process by requiring bank holding companies to submit to the Federal Reserve Board (Federal Reserve) and the Federal Deposit Insurance Corporation (FDIC) resolution plans every two years. This bill requires the Federal Reserve and FDIC to provide feedback regarding a resolution plan within six months after a bank holding company submission. This bill also requires the Federal Reserve and FDIC to publicly disclose the assessment framework used to review the adequacy of resolution plans.

It passed the House on January 30, 2018 with unanimous support, 414-0.

H.R. 4294, Prevention of Private Information Dissemination Act of 2017 – Sponsored by Rep. David Kustoff (R-TN), the “Prevention of Private Information Dissemination Act of 2017” establishes criminal penalties for the unauthorized disclosure of living will and stress test determinations and other individually identifiable information by federal officials, consistent with existing penalties for other unauthorized disclosure of confidential records by federal officials.

It passed the House on June 26, 2018 with overwhelming bipartisan support, 392-2.

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Mr. Woessner’s bio appears here.

Author: Ron

Ron Woessner of Dallas, Texas is former Senior Counsel to the Financial Services Committee of the US House of Representatives where he was special advisor to the Chairman for capital markets and fintech matters. He founded Microcap Strategies building upon his 25+ years' legal and operational experience in the smaller-cap and startup company ecosphere in the capacity of General Counsel to two NASDAQ-listed companies and CEO of an OTC-traded company that he up-listed to NASDAQ.  He currently mentors and advises companies in the start-up and smaller-cap company ecosphere and helps them raise capital through Regulation CF crowdfunding and other means. He also advocates in Washington DC for policies that create a more hospitable public company environment for smaller-cap companies, enhance capital formation, promote entrepreneurship, and increase upward mobility for all Americans, particularly minorities. Mr. Woessner, a certified Toastmaster, speaks and writes about US public and private capital markets topics and his articles are published at www.equities.com and elsewhere. For more information on Mr. Woessner's background or to contact him about a speaking engagement, see his Linked In profile at https://www.linkedin.com/in/ronald-woessner-3645041a/