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H.R. 4850

Micro Offering Safe Harbor Act

Micro Offering Safe Harbor Act

This bill amends the Securities Act of 1933 to exempt from specified prohibitions against the sale or delivery after sale of unregistered securities, among other things, transactions involving the sale of securities by an issuer of micro-offerings that meet all of the following criteria:

  • each purchaser has a substantive pre-existing relationship with either an officer or director of the issuer, or with a shareholder holding 10% or more of the issuer's shares;
  • during the 12-month period preceding the transaction there are no more than 35 purchasers of such micro-offerings sold in reliance on this exemption; and
  • the aggregate amount of all securities sold by the issuer (including any amount sold in reliance upon the exemption) during the 12-month period preceding the transaction does not exceed $500,000.

The exemption provided under this bill is not available for a transaction involving a sale of securities if any of specified persons connected with their issuance would have triggered disqualification as a "bad actor" pursuant to regulations under the Act.

The bill also exempts such micro-offerings from state regulation of securities offerings.

Placed on the Union Calendar, Calendar No. 561.

Rep. Emmer, Tom [R-MN-6](R-MN)Sponsor
7 cosponsors7 R
7cosponsors1committees10actions2related bills2subjects
  1. CalendarsH12410

    Placed on the Union Calendar, Calendar No. 561.

  2. CommitteeH12200

    Reported (Amended) by the Committee on Financial Services. H. Rept. 114-723.

    Financial Services Committee
  3. Committee5000

    Reported (Amended) by the Committee on Financial Services. H. Rept. 114-723.

    Financial Services Committee
  4. Committee

    Ordered to be Reported (Amended) by the Yeas and Nays: 34 - 25.

    Financial Services Committee
  5. Committee

    Committee Consideration and Mark-up Session Held.

    Financial Services Committee
  6. Committee

    Committee Consideration and Mark-up Session Held.

    Financial Services Committee
  7. Committee

    Hearings Held by the Subcommittee on Capital Markets and Government Sponsored Enterprises Prior to Referral.

    Capital Markets Subcommittee
  8. IntroReferralH11100

    Referred to the House Committee on Financial Services.

    Financial Services Committee
  9. IntroReferralIntro-H

    Introduced in House

  10. IntroReferral1000

    Introduced in House

Sep 6, 201617

Micro Offering Safe Harbor Act

This bill amends the Securities Act of 1933 to exempt from specified prohibitions against the sale or delivery after sale of unregistered securities, among other things, transactions involving the sale of securities by an issuer of micro-offerings that meet all of the following criteria:

  • each purchaser has a substantive pre-existing relationship with either an officer or director of the issuer, or with a shareholder holding 10% or more of the issuer's shares;
  • during the 12-month period preceding the transaction there are no more than 35 purchasers of such micro-offerings sold in reliance on this exemption; and
  • the aggregate amount of all securities sold by the issuer (including any amount sold in reliance upon the exemption) during the 12-month period preceding the transaction does not exceed $500,000.

The exemption provided under this bill is not available for a transaction involving a sale of securities if any of specified persons connected with their issuance would have triggered disqualification as a "bad actor" pursuant to regulations under the Act.

The bill also exempts such micro-offerings from state regulation of securities offerings.

Mar 23, 2016

Micro Offering Safe Harbor Act

This bill amends the Securities Act of 1933 to exempt from specified prohibitions against the sale or delivery after sale of unregistered securities, among other things, transactions involving the sale of securities by an issuer of micro-offerings that meet one or more of the following criteria:

  • each purchaser has a substantive pre-existing relationship with either an officer or director of the issuer, or with a shareholder holding 10% or more of the issuer's shares;
  • during the 12-month period preceding the transaction there are no more than 35 purchasers of such micro-offerings sold in reliance on this exemption; and
  • the aggregate amount of all securities sold by the issuer (including any amount sold in reliance upon the exemption) during the 12-month period preceding the transaction does not exceed $500,000.

The bill also exempts such micro-offerings from state regulation of securities offerings.

Micro Offering Safe Harbor Act — Informed