Sec. 102. DISCLOSURE OBLIGATIONS

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## SEC. 102 DISCLOSURE OBLIGATIONS ###

(a)Executive Compensation ####

(1)Exemption Section 14A(e) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1(e)) is amended— #####

(A)by striking “ The Commission may ” and inserting the following: > > #### “(1) In general > > The Commission may” > ; #####

(B)by striking “an issuer” and inserting “any other issuer”; and #####

(C)by adding at the end the following: > > #### “(2) Treatment of emerging growth companies > > > ##### “(A) In general > > An emerging growth company shall be exempt from the requirements of subsections

(a)and (b). > > > ##### “(B) Compliance after termination of emerging growth company treatment > > An issuer that was an emerging growth company but is no longer an emerging growth company shall include the first separate resolution described under subsection (a)(1) not later than the end of— > > > ###### “(i) > > in the case of an issuer that was an emerging growth company for less than 2 years after the date of first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933, the 3-year period beginning on such date; and > > > ###### “(ii) > > in the case of any other issuer, the 1-year period beginning on the date the issuer is no longer an emerging growth company.” > . ####

(2)Proxies Section 14(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(i)) is amended by inserting “, for any issuer other than an emerging growth company,” after “including”. ####

(3)Compensation disclosures **[**[15 U.S.C. 78l note](/us/usc/t15/s78l)**]** Section 953(b)(1) of the Investor Protection and Securities Reform Act of 2010 (Public Law 111-203; 124 Stat. 1904) is amended by inserting “, other than an emerging growth company, as that term is defined in section 3(a) of the Securities Exchange Act of 1934,” after “require each issuer”. ###

(b)Financial Disclosures and Accounting Pronouncements ####

(1)Securities act of 1933 Section 7(a) of the Securities Act of 1933 (15 U.S.C. 77g(a)) is amended— #####

(A)by striking “

(a)The registration ” and inserting the following: > > ### “(a) Information Required in Registration Statement > > > #### “(1) In general > > The registration” > ; and #####

(B)by adding at the end the following: > > #### “(2) Treatment of emerging growth companies > > An emerging growth company— > > > ##### “(A) > > need not present more than 2 years of audited financial statements in order for the registration statement of such emerging growth company with respect to an initial public offering of its common equity securities to be effective, and in any other registration statement to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its initial public offering; and > > > ##### “(B) > > may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.” > . ####

(2)Securities exchange act of 1934 Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)) is amended by adding at the end the following: “In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement that became effective under this Act or the Securities Act of 1933 and, with respect to any such statement or reports, an emerging growth company may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.”. ###

(c)Other Disclosures **[**[15 U.S.C. 77g note](/us/usc/t15/s77g)**]** An emerging growth company may comply with section 229.303(a) of title 17, Code of Federal Regulations, or any successor thereto, by providing information required by such section with respect to the financial statements of the emerging growth company for each period presented pursuant to section 7(a) of the Securities Act of 1933 (15 U.S.C. 77g(a)). An emerging growth company may comply with section 229.402 of title 17, Code of Federal Regulations, or any successor thereto, by disclosing the same information as any issuer with a market value of outstanding voting and nonvoting common equity held by non-affiliates of less than $75,000,000. ###

(d)Simplified Disclosure Requirements With respect to an emerging growth company (as such term is defined under section 2 of the Securities Act of 1933): ####

(1)Requirement to include notice on forms s–1 and f–1 Not later than 30 days after the date of enactment of this subsection, the Securities and Exchange Commission shall revise its general instructions on Forms S–1 and F–1 to indicate that a registration statement filed (or submitted for confidential review) by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— #####

(A)the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or F–1 at the time of the contemplated offering; and #####

(B)prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment. ####

(2)Reliance by issuers Effective 30 days after the date of enactment of this subsection, an issuer filing a registration statement (or submitting the statement for confidential review) on Form S–1 or Form F–1 may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— #####

(A)the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or Form F–1 at the time of the contemplated offering; and #####

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