--H.R.3606--

H.R.3606

One Hundred Twelfth Congress

of the

United States of America

AT THE SECOND SESSION

Begun and held at the City of Washington on Tuesday,

the third day of January, two thousand and twelve

An Act

To increase American job creation and economic growth by improving access to the public capital markets for emerging growth companies.

SECTION 1. SHORT TITLE.

SEC. 2. TABLE OF CONTENTS.

TITLE I--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH COMPANIES

TITLE II--ACCESS TO CAPITAL FOR JOB CREATORS

TITLE III--CROWDFUNDING

TITLE IV--SMALL COMPANY CAPITAL FORMATION

TITLE V--PRIVATE COMPANY FLEXIBILITY AND GROWTH

TITLE VI--CAPITAL EXPANSION

TITLE VII--OUTREACH ON CHANGES TO THE LAW

TITLE I--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH COMPANIES

SEC. 101. DEFINITIONS.

SEC. 102. DISCLOSURE OBLIGATIONS.

SEC. 103. INTERNAL CONTROLS AUDIT.

SEC. 104. AUDITING STANDARDS.

SEC. 105. AVAILABILITY OF INFORMATION ABOUT EMERGING GROWTH COMPANIES.

SEC. 106. OTHER MATTERS.

SEC. 107. OPT-IN RIGHT FOR EMERGING GROWTH COMPANIES.

SEC. 108. REVIEW OF REGULATION S-K.

TITLE II--ACCESS TO CAPITAL FOR JOB CREATORS

SEC. 201. MODIFICATION OF EXEMPTION.

TITLE III--CROWDFUNDING

SEC. 301. SHORT TITLE.

SEC. 302. CROWDFUNDING EXEMPTION.

(aa) association with an entity regulated by such commission, authority, agency, or officer;

(bb) engaging in the business of securities, insurance, or banking; or

(cc) engaging in savings association or credit union activities; or

SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS FROM SHAREHOLDER CAP.

SEC. 304. FUNDING PORTAL REGULATION.

SEC. 305. RELATIONSHIP WITH STATE LAW.

TITLE IV--SMALL COMPANY CAPITAL FORMATION

SEC. 401. AUTHORITY TO EXEMPT CERTAIN SECURITIES.

SEC. 402. STUDY ON THE IMPACT OF STATE BLUE SKY LAWS ON REGULATION A OFFERINGS.

TITLE V--PRIVATE COMPANY FLEXIBILITY AND GROWTH

SEC. 501. THRESHOLD FOR REGISTRATION.

SEC. 502. EMPLOYEES.

SEC. 503. COMMISSION RULEMAKING.

SEC. 504. COMMISSION STUDY OF ENFORCEMENT AUTHORITY UNDER RULE 12G5-1.

TITLE VI--CAPITAL EXPANSION

SEC. 601. SHAREHOLDER THRESHOLD FOR REGISTRATION.

SEC. 602. RULEMAKING.

TITLE VII--OUTREACH ON CHANGES TO THE LAW

SEC. 701. OUTREACH BY THE COMMISSION.

Speaker of the House of Representatives.

Vice President of the United States and

President of the Senate.

END