To amend the Securities Act of 1933 to authorize the Securities and Exchange Commission to exempt a certain class of securities from such Act.
Small Company Capital Formation Act of 2011 - (Sec. 2) Amends the Securities Act of 1933 (Act) to direct the Securities and Exchange Commission (SEC) to exempt from its regulation a class of securities for which the aggregate offering amount of all securities sold within the prior 12-month period in reliance upon such exemption does not exceed $50 million. Restricts any such exemption to equity securities, debt securities, and debt securities convertible or exchangeable to equity interests, including any guarantees of such securities.
Subjects to civil liability certain violations arising from offering or selling securities by use of prospectuses and communications.
Authorizes the SEC to: (1) require an issuer of such exempted class of securities to make periodic disclosures available to investors regarding the issuer, its business operations, financial condition, corporate governance principles, and use of investor funds; (2) require the issuer to file electronically with the SEC and distribute to prospective investors an offering statement which includes this information; (3) provide for the suspension and termination of this disclosure requirement with respect to that issuer; and (4) prescribe exemption disqualification requirements, substantially similar to regulations adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, under which the exemption shall not be available to the issuer and related persons, including predecessors, affiliates, officers, directors, and underwriters.
Requires the SEC to: (1) review and increase biennially such offering amount limitation, as appropriate; and (2) report to certain congressional committees its reasons for not increasing the amount if it determines not to do so.
Exempts from state regulation the securities covered and required exempted from SEC regulation by this Act.
(Sec. 3) Directs the Comptroller General to study the impact of state laws regulating securities offerings (Blue Sky laws) on offerings made under Regulation A (which specifies the terms and conditions of exemption from the registration requirements of the Securities Act of 1933).
Committee on Banking, Housing, and Urban Affairs. Hearings held. Hearings printed: S.Hrg. 112-482.
Referred to the Subcommittee on Capital Markets and Government Sponsored Enterprises.
Subcommittee Consideration and Mark-up Session Held.
Subcommittee Consideration and Mark-up Session Held.
Forwarded by Subcommittee to Full Committee (Amended) by Voice Vote .
Committee Consideration and Mark-up Session Held.
Ordered to be Reported (Amended) by Voice Vote.
Reported (Amended) by the Committee on Financial Services. H. Rept. 112-206.
Reported (Amended) by the Committee on Financial Services. H. Rept. 112-206.
Placed on the Union Calendar, Calendar No. 135.
Mr. Bachus moved to suspend the rules and pass the bill, as amended.
Considered under suspension of the rules. (consideration: CR H7229-7232)
DEBATE - The House proceeded with forty minutes of debate on H.R. 1070.
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At the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the Chair announced that further proceedings on the motion would be postponed.
Considered as unfinished business. (consideration: CR H7236)
Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 421 - 1 (Roll no. 820).(text: CR H7229-7230)
Roll Call #820 (House)On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 421 - 1 (Roll no. 820). (text: CR H7229-7230)
Roll Call #820 (House)Motion to reconsider laid on the table Agreed to without objection.
The title of the measure was amended. Agreed to without objection.
Received in the Senate. Read the first time. Placed on Senate Legislative Calendar under Read the First Time.
Read the second time. Placed on Senate Legislative Calendar under General Orders. Calendar No. 222.