Dear Chairman Hill and Ranking Member Waters:
In advance of your committee’s May 20, 2025 markup, the U.S. Chamber of Commerce is pleased to provide our views on several bills that are to be considered.
The Chamber commends the Committee for its ongoing efforts to advance capital formation legislation, which is crucial for fostering economic growth and job creation. By expanding investor access and modernizing securities regulation, these legislative proposals will help maintain the U.S. capital markets as the global gold standard. We support measures that enhance opportunities for businesses to raise capital at every stage of their lifecycle, from startup to IPO, ensuring that both private and public markets are strengthened. The Chamber looks forward to collaborating with the Committee to further these initiatives to promote a robust and inclusive financial environment.
The Chamber supports the following bills:
Strengthening the Public Company Model and Initial Public Offering (IPO) Process
H.R. 3323, the Helping Startups Continue to Grow Act
The Helping Startups Continue to Grow Act would extend many of the on-ramp provisions of Title I of the 2012 Jumpstart our Business Startups (JOBS) Act from five years to ten years. The JOBS Act included important and useful provisions designed to ease certain disclosure and other requirements for EGCs. No evidence exists to show that these scaled disclosure requirements have compromised investor protection. We believe that as companies continue to mature five years after going public, extending the exemption would be a further incentive for businesses to go public.
H.R. 3301, a bill 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
H.R. 3301, which updates the financial statement requirements for emerging growth companies (EGCs) to allow the presentation of two years of audited financial statements in both IPOs and spin-off transactions. This bill provides EGCs with greater flexibility, reducing the regulatory burden and associated costs of preparing extensive financial disclosures. By extending the two-year financial statement accommodation to spin-offs, H.R. 3301 encourages more companies to pursue growth opportunities and strategic transactions. The bill would also permit all companies – not just EGCs – to file registration statements confidentially with the SEC, allowing them to protect sensitive information for competitive reasons. The Chamber believes this legislation will foster a more efficient and supportive environment for EGCs, promoting innovation and economic expansion.
H.R. 3343, the Greenlighting Growth Act
H.R. 3343, which establishes that EGCs and issuers that went public using EGC disclosure obligations need only provide two years of audited financial statements. This bill reduces the regulatory burden on EGCs, allowing them to focus resources on growth and innovation rather than extensive financial reporting. By simplifying disclosure requirements, H.R. 3343 encourages more companies to enter the public markets, fostering economic expansion and job creation.
H.R. 3381, the Encouraging Public Offerings Act of 2025
This legislation would allow any business, regardless of whether it meets the current definition of EGC, to submit confidential draft registration statements with the SEC and to “test the waters” by communicating with potential investors before filing for an IPO. In the 10+ years since the JOBS Act was signed into law, no investor protection concerns have arisen related to the ability of companies to test the waters or with regard to confidential draft registration statements. While the SEC has taken action to expand eligibility of this JOBS Act provision, this bill is necessary to codify the reform into statute.
Improving Regulatory Oversight of Financial Institutions
H.R. 940, the Fair Audits and Inspections for Regulators’ (FAIR) Exams Act
The Fair Exam Act would establish an even-handed supervisory process to enhance accountability in bank examinations. The legislation would require examination reports to be issued in a timely manner and establish an independent review and appeal process to mediate differences between banks and their regulators. Importantly, the legislation would establish a new Office of Independent Examination Review within the Federal Financial Institutions Examination Council that would provide a much-needed avenue for impartial adjudication of material supervisory determinations included in final examination reports.
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