Sec. 105. AVAILABILITY OF INFORMATION ABOUT EMERGING GROWTH COMPANIES
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## SEC. 105 AVAILABILITY OF INFORMATION ABOUT EMERGING GROWTH COMPANIES ###
(a)Provision of Research Section 2(a)(3) of the Securities Act of 1933 (15 U.S.C. 77b(a)(3)) is amended by adding at the end the following: “The publication or distribution by a broker or dealer of a research report about an emerging growth company that is the subject of a proposed public offering of the common equity securities of such emerging growth company pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective shall be deemed for purposes of paragraph
(10)of this subsection and section 5(c) not to constitute an offer for sale or offer to sell a security, even if the broker or dealer is participating or will participate in the registered offering of the securities of the issuer. As used in this paragraph, the term ‘research report’ means a written, electronic, or oral communication that includes information, opinions, or recommendations with respect to securities of an issuer or an analysis of a security or an issuer, whether or not it provides information reasonably sufficient upon which to base an investment decision.”. ###
(b)Securities Analyst Communications Section 15D of the Securities Exchange Act of 1934 (15 U.S.C. 78o-6) is amended— ####
(1)by redesignating subsection
(c)as subsection (d); and ####
(2)by inserting after subsection
(b)the following: > > ### “(c) Limitation > > Notwithstanding subsection
(a)or any other provision of law, neither the Commission nor any national securities association registered under section 15A may adopt or maintain any rule or regulation in connection with an initial public offering of the common equity of an emerging growth company— > > > #### “(1) > > restricting, based on functional role, which associated persons of a broker, dealer, or member of a national securities association, may arrange for communications between a securities analyst and a potential investor; or > > > #### “(2) > > restricting a securities analyst from participating in any communications with the management of an emerging growth company that is also attended by any other associated person of a broker, dealer, or member of a national securities association whose functional role is other than as a securities analyst.” > . ###
(c)Expanding Permissible Communications Section 5 of the Securities Act of 1933 (15 U.S.C. 77e) is amended— ####
(1)by redesignating subsection
(d)as subsection (e); and ####
(2)by inserting after subsection
(c)the following: > > ### “(d) Limitation > > Notwithstanding any other provision of this section, an emerging growth company or any person authorized to act on behalf of an emerging growth company may engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors, as such terms are respectively defined in section 230.144A and section 230.501(a) of title 17, Code of Federal Regulations, or any successor thereto, to determine whether such investors might have an interest in a contemplated securities offering, either prior to or following the date of filing of a registration statement with respect to such securities with the Commission, subject to the requirement of subsection (b)(2).” > . ###
(d)Post Offering Communications **[**[15 U.S.C. 78o-6 note](/us/usc/t15/s78o-6)**]** Neither the Commission nor any national securities association registered under section 15A of the Securities Exchange Act of 1934 may adopt or maintain any rule or regulation prohibiting any broker, dealer, or member of a national securities association from publishing or distributing any research report or making a public appearance, with respect to the securities of an emerging growth company, either— ####
(1)within any prescribed period of time following the initial public offering date of the emerging growth company; or ####
(2)within any prescribed period of time prior to the expiration date of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its shareholders that restricts or prohibits the sale of securities held by the emerging growth company or its shareholders after the initial public offering date.
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Sec. 105
AVAILABILITY OF INFORMATION ABOUT EMERGING GROWTH COMPANIES
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