Last week, the US Senate Banking Committee held a hearing on legislation introduced in the prior session of Congress relating to capital formation in order to assess whether any would garner bipartisan support.  In the case of quite a number of bills that had been introduced in, and been passed in, the House of Representatives, this was the first hearing in the Senate.

The bills considered include the following:

  • Corporate Governance Fairness Act: this would require proxy advisory firms to register with the SEC as advisers, and would require the SEC to conduct periodic inspections of proxy advisory firms.
  • The Brokaw Act: which would amend Section 13(d) reporting rules in order to shorten filing deadlines, require disclosure of short positions, and expand the definition of beneficial ownership.
  • The HALOS Act: which would clarify whether certain communications should be considered “general solicitation.”
  • Encouraging Public Offerings Act: would expand the ability to test the waters and would be consistent with the recently SEC proposed rule amendments.
  • Crowdfunding Amendments Act: would allow crowdfunding to be available for pooled vehicles.
  • Fair Investment Opportunities for Professional Experts: would expand the “accredited investor” definition to include certain licensed individuals.
  • Modernizing Disclosures for Investors Act: would require a study of quarterly reporting requirements.
  • The Middle Market IPO Underwriting Cost Act:would require a study on underwriting fees.