Ann Wagner

Mrs. WAGNER

Mrs. WAGNER. Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 1579) to amend the Securities Act of 1933 and the Dodd-Frank Wall Street Reform and Consumer Protection Act with respect to the definition of accredited investor, and for other purposes, as amended.

Mrs. WAGNER. Mr. Speaker, I ask unanimous consent that all Members may have 5 legislative days in which to revise and extend their remarks and include extraneous material on the bill.

Mrs. WAGNER. Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise in support of H.R. 1579, the Accredited Investor Definition Review Act. I thank my colleagues, Congressmen Huizenga and Lawler, for working on this important piece of legislation that balances increasing investor opportunities with investor protection. Currently, to qualify as an accredited investor, an individual must have an annual income of at least $200,000 or a net worth of over $1 million. These thresholds exclude many sophisticated but not wealthy investors from participating in high-growth private companies. H.R. 1579 requires the SEC to review and update the list of certifications, designations, and credentials that an investor must satisfy to qualify as an accredited investor every 5 years, ensuring that the definition remains relevant and accessible. By supporting H.R. 1579, we can create a more democratized investment landscape, where more Americans have the opportunity to invest in high- growth private companies, not just the wealthy elite. This bill provides a pathway for sophisticated investors of all backgrounds to accumulate wealth and participate in the success of private companies. Mr. Speaker, in short, by expanding the definition of accredited investors and promoting greater access to private investments, H.R. 1579 will help to level the playing field and ensure that all Americans have an opportunity to participate in the growth and success of our economy. For this reason, I urge my colleagues to support H.R. 1579. Mr. Speaker, I reserve the balance of my time.

Mrs. WAGNER. Mr. Speaker, I strongly urge my colleagues to support H.R. 1579, and I yield back the balance of my time.

Mrs. WAGNER

Mrs. WAGNER. Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise in support of H.R. 2593, the Senior Security Act. I am proud to be an original cosponsor of this bill, and I thank my colleagues from both sides of the aisle, Representatives Gottheimer and Lawler, for working on this important piece of bipartisan legislation that will assist in the protection of our senior investors. Fraud and exploitation of any kind in our capital markets threaten the integrity of our markets. It is especially problematic when such fraudulent activity targets senior investors. According to some reports, around 20 percent of senior investors fall prey to fraudulent investment schemes. Similar reports show that seniors lose nearly $3 billion annually from financial fraud and exploitation. The Senior Security Act is designed to support and enhance efforts to protect against and prevent the financial exploitation of senior investors. This bill establishes the senior investors task force within the Securities and Exchange Commission, which must report on industry trends and serious issues impacting investors over the age of 65. The task force will also help inform policymaking in Washington by making recommendations for legislative or regulatory actions to address problems encountered by our senior investors. Mr. Speaker, H.R. 2593 has received very strong bipartisan support in the past, passing by suspension in both the 116th and 117th Congresses. It remains a sensible solution to ensure that senior investors receive adequate protection against fraud and exploitation. For this reason, I urge my colleagues to support H.R. 2593, and I reserve the balance of my time.

Mrs. WAGNER. Mr. Speaker, will the gentleman yield for the purpose of a colloquy?

Mrs. WAGNER. Mr. Speaker, I am happy to inform the ranking member that we may be a bit out of order here. My deepest apologies, and we will be returning to that order right after this bill is finished.

Mrs. WAGNER. Mr. Speaker, I, too, am pleased to see that the author of the bill, the gentleman from New Jersey (Mr. Gottheimer), is here to speak on his very fine piece of legislation that we are all supportive of, in a bipartisan manner, H.R. 2593, and I reserve the balance of my time.

Mrs. WAGNER. Mr. Speaker, I strongly urge all of my colleagues to support H.R. 2593, and I reserve the balance of my time.

Mrs. WAGNER. Mr. Speaker, once again, I urge all my colleagues to support H.R. 2593, a wonderful piece of bipartisan legislation that is going to help our seniors have the kind of financial security that they need going forward. Mr. Speaker, I yield back the balance of my time.

Mrs. WAGNER

Mrs. WAGNER. Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 2608) to amend the Federal securities laws to specify the periods for which financial statements are required to be provided by an emerging growth company, and for other purposes, as amended.

Mrs. WAGNER. Mr. Speaker, I ask unanimous consent that all Members may have 5 legislative days in which to revise and extend their remarks and include extraneous material on the bill.

Mrs. WAGNER. Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise in support of H.R. 2608, a bill to specify the periods for which financial statements are required by an emerging growth company. I thank my colleague, our esteemed chairman of the Financial Services Committee, Mr. McHenry, for his leadership on this important piece of bipartisan legislation which will ensure the continued success of the IPO on-ramp enacted in the bipartisan JOBS Act of 2012. To address the steady decline of small company IPOs, title I of the JOBS Act of 2012 established a new class of public companies, or issuers, known as emerging growth companies. These companies are given an on-ramp of up to 5 years to comply with certain regulatory requirements prior to, throughout, and immediately after the company's IPO. Under the JOBS Act, one particularly helpful accommodation provided to EGCs is the requirement to provide 2 years of audited financial statements instead of 3 years in its IPO registration statement. Under certain circumstances, however, an EGC, or a company that went public as an EGC, must provide financial statements for earlier periods. This has occurred occasionally, for example, in the case of acquired company financial statements and for follow-on offerings involving an emerging growth company that lost its EGC status during IPO registration. H.R. 2608 resolves this misinterpretation by establishing that an emerging growth company, as well as any issuer that went public issuing EGC disclosure obligations, only needs to provide 2 years of audited financial statements. Mr. Speaker, by ensuring that EGCs can consistently rely on the JOBS Act's scaled disclosure obligations by eliminating this irregularity, H.R. 2608 will enhance the utility and the benefits of EGC accommodations. For this reason, I urge my colleagues to support H.R. 2608, and I reserve the balance of my time.

Mrs. WAGNER

Mrs. WAGNER. Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 2610) to amend the Securities Exchange Act of 1934 to specify certain registration statement contents for emerging growth companies, to permit issuers to file draft registration statements with the Securities and Exchange Commission for confidential review, and for other purposes, as amended.

Mrs. WAGNER. Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise in support of H.R. 2610, a bill to harmonize the emerging growth company, EGC, financial statement requirements originally enacted in the JOBS Act of 2012. I thank my colleague, and our esteemed chair of the Financial Services Committee, Chairman McHenry, for his leadership on this important piece of bipartisan legislation that will attract companies to go public here in the United States. Title I of the bipartisan JOBS Act of 2012 established a new class of public companies, or issuers, called emerging growth companies, to attract small companies to go public and reverse the steady decline of small initial public offerings, IPOs, in American capital markets. Under the JOBS Act, EGCs are granted scaled reporting and disclosure requirements for a limited time after they go public. This attractive accommodation allows the company to grow before absorbing the costly regulatory burdens faced by large public companies. One accommodation EGCs may take advantage of under the JOBS Act is providing 2 years of audited financial statements rather than 3 years when conducting an IPO. Sometimes an EGC in its entirety does not undertake an IPO and instead spins off a segment of its business as a new company and takes that spin-off public. However, spin-offs of an EGC may not take advantage of the 2-year financial statement accommodation. The EGC financial statement accommodations should apply equally, whether an EGC is conducting an IPO or spinning off a segment of its business and taking that company public. Mr. Speaker, H.R. 2610 ensures consistency and equal application by clarifying that an EGC may present 2 years rather than 3 years of audited financial statements in both IPOs and spinoff transactions. Mr. Speaker, for this reason, I urge my colleagues to support H.R. 2610, and I reserve the balance of my time.

Mrs. WAGNER. Mr. Speaker, I yield such time as he may consume to the gentleman from North Carolina (Mr. McHenry), the chairman of the full Financial Services Committee.

Mrs. WAGNER. Mr. Speaker, I simply urge my colleagues to support H.R. 2610, and I yield back the balance of my time.

Mrs. WAGNER

Mrs. WAGNER. Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 2793) to amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes, as amended.

Mrs. WAGNER. Mr. Speaker, I ask unanimous consent that all Members may have 5 legislative days in which to revise and extend their remarks and include extraneous material on this bill.

Mrs. WAGNER. Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I am proud to rise today in support of my bill, H.R. 2793, the Encouraging Public Offerings Act. This bipartisan piece of legislation would encourage more companies to go public and expand provisions of the JOBS Act by codifying an existing SEC rule. The SEC rule that this bill codifies allows for all companies to test the waters by communicating directly with certain potential investors before filing for an IPO. Although small companies are known to drive technological innovation and job creation, they frequently face obstacles in obtaining funding in the capital markets. These obstacles often are the result of the disproportionately larger burden that securities regulations--written for large public companies--place on small companies when they seek to go public. Title I of the JOBS Act established a new category of issuers known as emerging growth companies or EGCs. To qualify as an EGC, a company must maintain a certain threshold of annual revenue. The law provides that EGCs with a 5-year on-ramp to comply with certain regulatory requirements related to disclosure and reporting. Additionally, title I allows for EGCs to test the waters by meeting with investors to explain their business structure before issuing an IPO. Biotech companies, especially in the Second District of Missouri in particular, have been vocal about the benefits that testing the waters provides. These meetings allow for additional time to explain to investors the complicated technologies and regulatory pathways and complex product offerings of the company to encourage greater participation in the IPO. While the JOBS Act has made it easier for small companies to go public, the JOBS Act alone has not been enough to entirely overcome the capital formation obstacles that many companies face as they attempt to go public. The Encouraging Public Offerings Act ensures that all companies, rather than just emerging growth companies, are allowed to test the waters. This bill will make listing on exchanges more attractive, strengthening our financial markets and providing Main Street investors with more opportunities to grow their nest eggs. Mr. Speaker, this process may sound complicated, but it is actually quite simple. Start-up companies are oftentimes doing innovative and complex activities. They should be encouraged to sit down with potential investors and given the opportunity to explain why their business model is the right one for an investment plan without additional regulatory burdens. The best analogy that I can give here, Mr. Speaker, is when you are trying to teach your children the value of a dollar and how to make a good, sound argument. I remember telling my sons, who were trying to get my husband and I to pay for a new stereo, that they needed to present a plan to us for this potential investment. They went back to their rooms, did their preparation, and then sat down with us and explained their argument for why they needed a stereo and why we should make that investment. Mr. Speaker, start-up companies need that same opportunity to pitch their product to potential investors. We need to incentivize start-ups to grow and expand, creating jobs for American workers and strengthening our economy. While we don't always fund the stereo purchases, we need to give them that chance. I thank my good friend from New York (Mr. Meeks) for his longstanding support of this legislation, and I urge all my colleagues to support this bill. Mr. Speaker, I reserve the balance of my time.

Mrs. WAGNER. Mr. Speaker, I strongly urge my colleagues to support H.R. 2793, and I yield back the balance of my time.

Mrs. WAGNER. Mr. Speaker, on that I demand the yeas and nays.

Mrs. WAGNER

Mrs. WAGNER. Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 2812) to require the Securities and Exchange Commission to carry out a study of the costs associated with small- and medium-sized companies to undertake initial public offerings, as amended.

Mrs. WAGNER. Mr. Speaker, I ask unanimous consent that all Members may have 5 legislative days in which to revise and extend their remarks and include extraneous material on this bill.

Mrs. WAGNER. Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise in support of H.R. 2812, the Middle Market IPO Underwriting Cost Act. I thank my colleagues from both sides of the aisle, Representatives Himes and Lawler, for working on this important piece of bipartisan legislation that will help ensure that our IPO market remains competitive and attractive, especially for small- and medium-sized companies. I thank Mr. Himes for his willingness to work with the majority, and specifically Congressman French Hill of Arkansas, to reach an agreement on this legislation. Staff have been working on this since the bill was marked up in April, and I am happy to see that the study will now be carried out by the GAO in consultation with the SEC and FINRA. Companies have two ways of accessing capital in the securities markets to fund their operations: an initial public offering, IPO, where they sell securities publicly through a registered offering with the SEC, or a private offering under an exemption from registration. Accessing capital through an IPO is a significant step for a company because there are considerable up-front costs, as well as ongoing, increased costs associated with the company's reporting requirements as a public company. Before an IPO, companies often spend tens of millions of dollars gathering and compiling mandatory information to submit to the SEC and make available to the public for the sale of its securities. The SEC itself has estimated that the average cost of just achieving regulatory compliance for going public is $2.5 million, which may not include additional costs of hiring professionals to help undertake the IPO. However, additional data is required to achieve a better understanding of the costs of the added regulatory and professional services associated with undertaking an IPO and becoming a public company. As a result, the study required under this bill will help Congress and the market better understand the costs associated with small- and medium-sized companies to undertake initial public offerings, IPOs, and become public companies. Mr. Speaker, H.R. 2812 is a balanced and thoughtful bill that will give us the information to better understand those costs with going public so that Congress can continue the work to make our public markets the most attractive and competitive in the world. Mr. Speaker, for this reason, I urge my colleagues to support H.R. 2812, and I reserve the balance of my time.