JOBS Act and Emerging Growth Company Related Legislation Introduced in the 113 th Congress (As of December 15, 2014) HOUSE BILLS

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1 Omnibus 9/17/2014 Received in the and read twice and referred to the [H.R brought H.R together the text of many individual bills (e.g., H.R. s (Fitzpatrick, R-PA) 9/16/2014 On motion to suspend the rules and pass 801, 2274, 3448 & 4164), Promoting Job Creation the bill, as amended, agreed to by the yeas and nays: but not all the topics and Reducing Small (Roll no. 501) (text: CR H ) covered in the individual Business Burdens Act 9/8/2014 Referred to the Committees on and Agriculture bills were 9/8/2014 Introduced in subsumed into the bill.] JOBS Act Title III Equity Crowdfunding H.R (McHenry, R-NC) Equity Crowdfunding Improvement Act of /6/2014 Referred to the 5/6/2014 Introduced in 5/1/2014 Hearings held by the Subcommittee on prior to introduction and referral To enhance the ability of small and emerging growth companies to access capital through public and private markets, to reduce regulatory burdens, and for other purposes. Amends JOBS Act to exempt from registration requirements and prohibitions of the Securities Act any transactions involving the offer or sale of crowdfunded securities by an issuer if specified requirements are met. (Essentially reverts to the original crowdfunding proposal) Regulation D H.R (Schneider, D-IL) Helping Angels Lead Our Startups Act (or the HALOS ACT) 6/19/2014 Referred to 6/19/2014 Introduced in Directs SEC to amend Regulation D to make the prohibition against general solicitation or general advertising inapplicable to events with specified kinds of sponsors (including angel investor groups not connected to broker-dealers or investment advisers) where: presentations or communications are made by or on behalf of an issuer, the advertising does not refer to any specific offering of securities by the issuer, the sponsor does not engage in certain activities (such as offering investment recommendations or advice to attendees), and no specific information regarding a securities 1

2 offering is communicated (other than that the issuer is in the process of offering or planning to offer securities, including the type and amount of securities being offered). (Codified Michigan Growth no-action letter) H.R (Garrett, R-NJ) Private Placement Improvement Act of /22/2014 the yeas and nays: /6/2014 Referred to 5/6/2014 Introduced in the 5/1/2014 Hearings held by the Subcommittee on prior to introduction and referral Prohibits SEC from: (1) requiring an issuer to file any notice of sales containing the information required by Form D except for this single notice; (2) conditioning the availability of the Rule 506 exemption upon the filing of a Form D or similar report; or (3) requiring issuers to submit written general solicitation materials in connection with a limited offering subject to Rule 506, except when it requests such materials pursuant to specified authority. Directs the SEC to revise rules, regarding a Rule 506 offering of a private fund, to characterize as an accredited investor a "knowledgeable employee" of a private fund or the fund's investment adviser. Prohibits the SEC from extending to private funds the requirements governing investment company sales literature. EGCs H.R (Fincher, R-TN) Improving Access to Capital for Emerging Growth Companies Act 3/14/2014 reported (amended) by the yeas and nays: /22/2013 Referred to the 11/22/2013 Introduced in 10/23/2013 Hearings held by the Subcommittee on prior to introduction and referral Amends Securities Act to reduce from 21 to 15 the number of days before a "road show" that an emerging growth company (EGC), before its initial public offering (IPO) date, may publicly file a draft registration statement for confidential nonpublic review by SEC staff. 2

3 H.R (Duffy, R-WI) Small Cap Liquidity Reform Act of /12/2014 Received in the and read twice and referred to the 2/11/2014 On motion to suspend the rules and pass the bill, as amended, agreed to by the yeas and nays: (Roll no. 62) (text: CR H1758) 2/5/2014 Reported (amended) by the (H. Rept ) 11/14/2013 reported (amended) by the yeas and nays: /12/2013 Introduced in Amends Exchange Act to establish a pilot liquidity program for equity securities of EGC with total annual gross revenues of less than $750 million, under which those securities shall be quoted using either: (1) a minimum increment of $0.05 or $0.10, or (2) the increment at which the securities would be quoted without regard to such minimum increments. Amends Securities Act to increase from $5 million to $10 million the maximum aggregate amount of securities exempt from its purview due to either the small amount involved, or the limited character of the public offering. Regulation A+ H.R (McHenry, R-NC) Startup Capital Modernization Act of /22/2014 Reported by the yeas and nays: /6/2014 Referred to 5/6/2014 Introduced in 5/1/2014 Hearings held by the Subcommittee on prior to introduction and referral Preempts state requirements governing securities registration, documentation, and offerings in connection with small issues related to small company capital formation. Declares that this Act shall have no impact on state enforcement authority over the unlawful conduct of issuers, intermediaries, or custodians who are exempt from federal registration requirements under the Act. Amends the Exchange Act to exempt certain small issues from its securities registration requirements if the issuer: (1) has filed audited financial statements with the SEC, and (2) is in compliance with all periodic disclosures required by the SEC. Exempts from prohibitions relating to interstate commerce and the mails any transaction where: (1) each purchaser is an accredited investor; and (2) if the 3

4 securities are offered by means of any general solicitation or general advertising, the seller verifies that the purchaser is an accredited investor. Denies such an exemption to transactions where the seller is: (1) either an issuer, its subsidiaries or parent; (2) a dealer; or (3) an underwriter acting on behalf of the issuer, its subsidiaries, or parent, which receives compensation from the issuer with respect to such sale. Disclosure H.R. 701 (McHenry, R-NC) To amend a provision of the Securities Act of 1933 directing the Securities and Exchange Commission to add a particular class of securities to those exempted under such Act to provide a deadline for such action. H.R (Wagner, R-MO) Small Business Freedom to Grow Act of /16/2013 Received in the and read twice and referred to the 5/15/2013 On motion to suspend the rules and pass the bill, as amended, agreed to by the yeas and nays: (Roll no. 148) (text: CR H2627) 5/15/2013 Reported by the services (H. Rept ) 5/7/2013 voice vote 2/14/2013 Referred to 2/14/2013 Introduced in 5/22/2014 Reported by the yeas and nays: /6/2014 Referred to 5/6/2014 Introduced in introduction 4 Amends the Securities Act to set October 31, 2013, as the deadline for the SEC to add a class of domestic securities to those already exempted from regulation under that Act in accordance with specified terms and conditions, including that: (1) the aggregate offering amount of all securities offered and sold within the prior 12-month period in reliance on the new exemption shall not exceed $50 million, (2) the securities may be offered and sold publicly, and (3) they shall not be restricted securities under federal securities laws and regulations. Directs SEC to revise Form S-1 so that a smaller reporting company may incorporate by reference in a registration statement filed on that form any documents it files with the SEC after the registration statement's effective date. Directs the SEC to revise Form S-3 so as to permit securities to be registered pursuant to General Instruction I.B.1. of the form if either: (1) the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant is $75 million or more, or (2) the registrant has at least one class of common equity securities listed and registered on a

5 national securities exchange. Requires the SEC to remove a certain listing and registration requirement from General Instruction I.B.6. of Form S-3. H.R (Hurt, R-VA) Small Company Disclosure Simplification Act H.R (Hultgren, R-IL) To direct the SEC to revise its rules so as to increase the threshold amount for requiring issuers to provide certain disclosures relating to compensatory benefit plans 3/14/2014 Reported by the yeas and nays: /6/2014 Referred to 3/6/2014 Introduced in 10/23/2013 Hearings held by the Subcommittee on prior to introduction 12/1/2014 Endorsed by the U.S. Chamber of Commerce in a letter urging the to pass the bills and send to the as expeditiously as possible. 5/22/2014 the yeas and nays: /6/2014 Introduced in ; referred to the Exempts EGCs and issuers with total annual gross revenues of less than $250 million from the requirements to use Extensible Business Reporting Language (XBRL) for financial statements and other mandatory periodic reporting filed with the SEC. Allows such companies, however, to elect to use XBRL for such reporting. Directs the SEC to: (1) analyze the costs and benefits to such issuers of the requirements to use XBRL for financial statements and other mandatory periodic reporting; and (2) report to certain congressional committees on the results of such analysis as well as on progress in implementing XBRL reporting within the SEC, and use of XBRL data by the SEC and by investors. To direct the SEC to revise its rules so as to increase the threshold amount for requiring issuers to provide certain disclosures relating to compensatory benefit plans. 5

6 12/3/2014 Received in and referred to the Housing and 12/2/2014 On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote 12/2/2014 Reported by the (H. Rept ) Directs the SEC to: (1) issue regulations permitting issuers to submit a summary page on annual and transition report form 10-K if each item on that page cross-references the material contained in form 10-K; (2) revise regulation S-K in order to reduce the burden on smaller issuers, including emerging growth 12/1/2014 Endorsed by the U.S. Chamber of companies, accelerated filers, and smaller reporting H.R Commerce in a letter urging the to pass the bills companies; and (3) eliminate duplicative, overlapping, (Garrett, R-NJ) and send to the as expeditiously as possible. outdated, or unnecessary provisions in regulation S-K. Disclosure Modernization 5/22/2014 the yeas and and Simplification Act of nays: 59-0 Housing and /6/2014 Referred to 5/6/2014 Introduced in H.R (Fitzpatrick, R-PA) Fostering Innovation Act of /11/2014 the yeas and nays: /9/2013 Referred to the 7/9/2013 Introduced in Directs the SEC to redefine "accelerated filer" with respect to issuers of securities required to meet accelerated deadlines for filing their Form 10-Q quarterly reports. Requires the SEC to include among accelerated filers any issuers of securities that have: (1) annual revenues in excess of $100 million, and (2) an aggregated worldwide market value between $250 million and $700 million of the voting and non-voting common equity held by non-affiliates. H.R (McCarthy, R-CA) Small-Cap Access to Capital Act 6/11/2014 the yeas and nays: /21/2014 Referred to 6 Directs the SEC to revise its definition of a well-known seasoned issuer to: (1) reduce from $700 million to $250 million the dollar amount of the issuer's worldwide market value of outstanding voting and non-voting

7 12(g) Threshold for Savings & Loan Holding Companies H.R. 801 (Womak, R-AR) Holding Company Registration Threshold Equalization Act of /21/2014 Introduced in prior to introduction and referral 1/15/2014 Received in the and read twice and referred to the 1/14/2014 On motion to suspend the rules and pass the bill Agreed to by the yeas and nays: (2/3 required): (Roll no. 15). (text: CR H196) 1/14/2014 Reported by the (H. Rept ) 5/7/2013 voice vote 2/15/2013 Referred to 2/15/2013 Introduced in common equity held by non-affiliates, and (2) prohibit an emerging growth company from qualifying as a wellknown seasoned issuer Amends the Exchange Act to require an issuer that is a savings and loan holding company to register with the SEC if: (1) its assets exceed $10 million, and (2) it has a class of equity security held of record by 2,000 or more persons. Requires termination of such registration after a savings and loan holding company certifies that its holders of record of that class of security have been reduced to fewer than 1,200 persons. Suspends automatically the duty of a savings and loan holding company to file supplementary and periodic information if the securities of each class to which the registration statement relates (other than any class of asset-backed securities) are held of record by fewer than 1,200 persons. M&A, Sales, Brokerage H.R (Huizenga, R-MI) Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of /15/2014 Received in the and read twice and referred to the 2/11/2014 On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): (Roll no. 14) (text: CR H ) 1/14/2014 Reported (amended) by the (H. Rept ) 11/14/2013 reported (amended) by the yeas and nays: /23/2013 Hearings held by the Subcommittee on 7 Amends the Exchange Act to exempt from its registration requirements certain merger and acquisition (M&A) brokers and associated persons. Denies such registration exemption, however, to brokers who: (1) receive, hold, transmit, or have custody of any funds or securities to be exchanged by parties to a transfer of ownership of an eligible privately held company; or (2) engage on behalf of an issuer in a public offering of securities that are either subject to mandatory registration, or with respect to which the issuer must file periodic information, documents, and reports. Prohibits the construction of this Act to limit any other

8 6/6/2013 Referred to 6/6/2013 Introduced in authority of the SEC to exempt any person, or any class of persons, from any provision of this Act, including any related rule or regulation. Intrastate Resales SBA/SBIC H.R (Mulvaney, R-SC) Regulatory Clarity Act of 2014 H.R (Luetkemeyer, R-MO) SBIC Advisers Relief Act of 2014 H.R (Cohen, D-TN) Expanding Opportunities to Underserved Businesses Act Pending on Union Calendar Housing and Small Business 5/22/2014 the yeas and nays: /1/2014 Referred to 5/1/2014 Introduced in 12/3/2014 Received in and referred to the Housing and 12/2/2014 On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote 12/2/2014 Reported by the (H. Rept ) 12/1/2014 Endorsed by the U.S. Chamber of Commerce in a letter urging the to pass the bills and send them to the as expeditiously as possible 5/22/2014 the yeas and nays: /11/2014 Referred to 3/11/2014 Introduced in 9/26/2013 Referred to the Small Business 9/26/2013 Introduced in 8 Amends the Securities Act to exempt from any state or local registration or qualification requirements any security offered or sold in compliance with specified conditions for private resales of securities to institutions. Amends the Investment Advisers Act of 1940 to exempt specified advisers of small business investment companies (SBICs) from certain: (1) SEC registration requirements with respect to the provision of investment advice relating to venture capital funds, and (2) SEC registration and reporting requirements with respect to assets under management of private funds. Amends the Small Business Act to increase from $50,000 to $75,000 the maximum loan amount under the Small Business Administration (SBA) microloan program (loans to start-up, newly established, or growing small businesses).

9 SENATE BILLS Bill No. Status Key Actions Summary S (Murphy, D-CT) Helping Angels Lead Our Startups Act (or the HALOS ACT) 6/19/2014 Read twice and referred to the 6/19/2014 Introduced in Directs the SEC to amend Regulation D to make the prohibition against general solicitation or general advertising inapplicable to events with specified kinds of sponsors (including angel investor groups not connected to broker-dealers or investment advisers) where: presentations or communications are made by or on behalf of an issuer, the advertising does not refer to any specific offering of securities by the issuer, the sponsor does not engage in certain activities (such as offering investment recommendations or advice to attendees), and no specific information regarding a securities offering is communicated (other than that the issuer is in the process of offering or planning to offer securities, including the type and amount of securities being offered). (Essentially codifies existing no-action letters) 9

Jumpstart Our Business. Startups (JOBS) Act. March 30, Morrison & Foerster LLP All Rights Reserved mofo.com

Jumpstart Our Business. Startups (JOBS) Act. March 30, Morrison & Foerster LLP All Rights Reserved mofo.com Jumpstart Our Business 2011 Morrison & Foerster LLP All Rights Reserved mofo.com Startups (JOBS) Act March 30, 2012 The JOBS Act Background The Jumpstart Our Business Startups Act, H.R. 3606, was passed