H.R.2864 – Improving Access to Capital Act

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Week ending September 8, 2017

H.R.2864 – Improving Access to Capital Act


The bill would ‘direct the Securities and Exchange Commission to allow certain issuers to be exempt from registration requirements, and for other purposes.’

The Code reads “A public offer or sale of eligible securities… shall be exempt… from the registration requirements of the Securities Act of 1933.”

The bill applies to Tier II offerings which are defined in the Code as “…in which the sum of the aggregate offering price and aggregate sales does not exceed $50,000,000, including not more than $15,000,000 offered by all selling security holders that are affiliates of the issuer…”

‘Aggregate offering price means the sum of all cash, services, property, notes, cancellation of debt, or other consideration to be received by an issuer for issuance of its securities. Where securities are being offered for both cash and non-cash consideration, the aggregate offering price shall be based on the price at which the securities are offered for cash.’

‘If securities are not offered for cash, the aggregate offering price shall be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Such valuations of non-cash consideration must be reasonable at the time made.’

‘Eligible securities are equity securities, debt securities, and securities convertible or exchangeable to equity interests, including any guarantees of such securities, but not including asset-backed securities’

 (Full text of H.R. 2864 at congress.gov)

Sponsor:  Rep. Sinema, Kyrsten [D-AZ-9] (Introduced 06/08/2017)

Status: Passed House /



On Passage: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 403 – 3 (Roll no. 440).

House Amendments:

Motion to recommit:

Text of the motion:


On Passage:

Procedural Actions:

Senate Amendments:


Cost to the taxpayers:  Data not available

Pay-as-you-go requirements:  Data not available

Regulatory and Other Impact: Data not available

Dynamic Scoring:   Data not available

Tax Complexity:  Not applicable to this bill.

Earmark Certification:  Data not available

Duplication of programs: Data not available

Direct Rule-Making:  Data not available

Advisory Committee Statement: Data not available

Budget Authority: Data not available

Constitutional Authority:   Assumed.


More Bill Information:


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