In late May 2025, the House Committee on Financial Services (the “Committee”) held a full committee markup, during which the Committee successfully reported 25 bills to the House of Representatives (the “House”). The bills have been introduced and placed on the Union Calendar for consideration by the House. These 25 bills are generally aimed at promoting capital formation. While there were several bills considered and acted on relating to bank regulatory matters, which have as their principal focus tailoring requirements applicable to banks, this is not the subject of this post.
Small Business Capital Formation
Various measures address early stage capital formation, including angel investors.
H.R. 1190, the Expanding Access to Capital for Rural Job Creators Act, would require the Advocate for Small Business Capital Formation (within the Securities and Exchange Commission (“SEC”)), to issue reports on the difficulties encountered by small businesses in rural areas. Given the importance of rural areas and agricultural development to the economy, this act (if passed) would potentially identify the barriers to financial markets that rural small businesses face.
H.R. 3422, the Promoting Opportunities for Non-Traditional Capital Formation Act, would amend the Exchange Act, requiring the Advocate for Small Business Capital Formation to provide educational resources and host events to promote capital-raising options for underrepresented small businesses and businesses in rural areas.
H.R. 3352, the Helping Angels Lead Our Startups (“HALOS”) Act of 2025, would define “angel investor” for purposes of the federal securities laws. The HALOS Act would also clarify the “general solicitation” definition for purposes of the Securities Act of 1933 (as amended, the “Securities Act”). Under the HALOS Act, startups that engage in “demo days” where products and business plans are discussed, may participate without such discussions being considered securities offerings.
H.R. 3382, the Small Entity Update Act, would direct the SEC to conduct a study, followed by a rulemaking consistent with the results of such study, to define “small entity” under the Regulatory Flexibility Act (the “RFA”). Currently, the RFA requires federal agencies to consider the impact of their regulations on small entities (including small businesses, small governmental units and small non-profit organizations). The RFA mandates that agencies conduct regulatory flexibility analyses, explore less burdensome alternatives and explain their choices, especially when a particular rule is expected to have a significant economic impact on a substantial number of small entities.
Investor Protection
Various bills are focused on investor protection, with particular attention to vulnerable investors.
H.R. 1469, the Senior Security Act of 2025, would establish the Senior Investor Taskforce (the “Taskforce”) within the SEC. The Taskforce would issue reports on topics relating to investors over the age of 65, including (but not limited to) industry trends and pertinent issues impacting such investors. This would also enable the Taskforce to take recommendations for legislative and/or regulatory actions that address problems encountered by senior investors. In addition, this act provides that the Government Accountability Office must report on financial exploitation of senior citizens.
H.R. 3357, the Enhancing Multi-Class Share Disclosures Act, would require issuers with a multi-class share structure to make certain disclosures in any proxy or consent solicitation materials.
Expanding the Accredited Investor Definition
A number of bills address the definition of “accredited investor.”
H.R. 3339, the Equal Opportunity for All Investors Act of 2025, expands the “accredited investor” definition to include individuals certified through an examination established by the SEC and administered by FINRA.
H.R. 3348, the Accredited Investor Definition Review Act, requires the SEC to review the list of certifications, designations, and credentials for individuals to qualify as an accredited investor and add additional certifications, designations, and credentials that the SEC determines are substantially similar. This bill requires the SEC to repeat this process every five years after the initial assessment.
H.R. 3394, the Fair Investment Opportunities for Professional Experts Act, would expand the “accredited investor” definition to include individuals with certain licenses, qualifying education, or job experience. The qualifying licenses, education, and job experience will be determined by the SEC through rulemaking and verified by the Financial Industry Regulatory Authority or an equivalent self-regulatory organization.
Emerging Growth Companies and the IPO Market
Various bills are intended to encourage more companies to undertake IPOs and also to reduce the burdens associated with remaining a public company.
H.R. 3301 would amend the Exchange Act to specify certain registration statement contents for emerging growth companies (“EGCs”) and permit issuers to file draft registration statements with the SEC for confidential review. The Act updates the EGC financial statement requirements to clarify that an EGC may present two years, rather than three years, of audited financial statements in both IPOs and spin-off transactions. The bill would also allow a spin-off of an EGC to benefit from the two-year financial statement accommodation, which is currently only available during an initial public offering (“IPO”).
H.R. 3343, the Greenlighting Growth Act, establishes that an EGC, as well as any issuer that went public using EGC disclosure obligations, only needs to provide two years of audited financial statements.
H.R. 3323, the Helping Startups Continue To Grow Act provides an extension of certain exemptions and reduced disclosure requirements for companies that were EGCs and continue to meet all other requirements for EGCs except for the five-year restriction. This bill also increases the maximum threshold amounts to qualify as an EGC to $3 billion and removes the disqualification for “large accelerated filers.”
H.R. 3381, the Encouraging Public Offerings Act of 2025 codifies Rule 163B under the Securities Act by allowing an issuer to communicate with potential investors to determine interest in a securities offering, either before or after the filing of a registration statement (i.e. “test the waters” communications). The bill allows for issuers to submit a confidential draft registration statement to the SEC for review prior to public filing. The bill updates the public filing condition to allow any issuer conducting an IPO to file its registration statement publicly 10 days before the effective date of the registration statement.
H.R. 3395, the Middle Market IPO Underwriting Cost Act requires the Comptroller General, in consultation with the SEC and FINRA, to study and report on the costs encountered by small- and medium-sized companies when undertaking IPOs.
Registered Funds and Retail Access to the Private Markets
H.R. 2225, the Access to Small Business Investor Capital Act, would allow a registered investment company to exclude from the calculation of “acquired fund fees and expenses” those fees and expenses incurred indirectly from investment in a business development company (“BDC”). Given the established policy role of BDCs in promoting investment, this bill could incentivize institutional investors to pursue investments in BDCs.
H.R. 2441, the Improving Disclosure for Investors Act of 2025, would direct the SEC to promulgate rules with respect to the electronic delivery of certain required disclosures to investors. Under the Act, such rules would allow registered investment companies (i.e., mutual funds, closed-end funds, and exchange-traded funds), BDCs, broker-dealers, registered advisers, and any other SEC-regulated entities to meet their obligations under U.S. securities laws to deliver regulatory documents to investors electronically.