Changes

|Has title=114-HR4498 Helping Angels Lead Our Startups (HALOS) Act

|Reviewing committee=House - Financial Services, Senate - Banking, Housing, and Urban Affairs|Has bill status=EnactedDied

(The HALOS Act is short for the "Helping Angels Lead Our Startups Act". ====Sec. 3) ====This bill directs the Securities and Exchange Commission (SEC) to amend Regulation D (governing the limited offer and sale of securities without registration under the Securities Act of 1933) 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),*the sponsor does not receive compensation for the event which would require registration as a broker or dealer or as an investment advisor, 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).

IN THE SENATE OF THE UNITED STATES(B) a college, university, or other institution of higher education; (C) a nonprofit organization; (D) an angel investor group;

April 28(E) a venture forum, 2016venture capital association, or trade association; or

Received; read twice and referred to (F) any other group, person or entity as the Committee on Banking, Housing, Securities and Urban AffairsExchange Commission may determine by rule;

To clarify (B) does not engage in an active role in any investment negotiations between the definition of general solicitation under Federal securities law.issuer and investors attending the event;

Be it enacted by the Senate (C) does not charge event attendees any fees other than administrative fees; and House of Representatives of the United States of America in Congress assembled,

This Act may be cited as (4) where no specific information regarding an offering of securities by the ``Helping Angels Lead Our Startups Act'' issuer is communicated or distributed by or on behalf of the ``HALOS Act''.issuer, other than—

As used in this Act, the term ``angel investor group'' means any group that-- (1B) is composed of accredited investors interested in investing personal capital in early-stage companies; (2) holds regular meetings and has defined processes the type and procedures for making investment decisions, either individually or among the membership amount of the group as a wholesecurities being offered; and (3) is neither associated nor affiliated with brokers, dealers, or investment advisers.

(a) In General.--Not later than 6 months after the date of enactment of this Act, the Securities and Exchange Commission shall revise Regulation D of its rules (17 CFR 230.500 et seq.) to require that in carrying out the prohibition against general solicitation or general advertising contained in section 230.502(c) of title 17, Code of Federal Regulations, the prohibition shall not apply to a presentation or other communication made by or on behalf of an issuer which is made at an event-- (1) sponsored by-- (A) the United States or any territory thereof, by the District of Columbia, by any State, by a political subdivision of any State or territory, or by any agency or public instrumentality of any of the foregoing; (B) a college, university, or other institution of higher education; (C) a nonprofit organization; (D) an angel investor group; (E) a venture forum, venture capital association, or trade association; or (F) any other group, person or entity as the Securities and Exchange Commission may determine by rule; (2) where any advertising for the event does not reference any specific offering of securities by the issuer; (3) the sponsor of which-- (A) does not make investment recommendations or provide investment advice to event attendees; (B) does not engage in an active role in any investment negotiations between the issuer and investors attending the event; (C) does not charge event attendees any fees other than administrative fees; and (D) does not receive any compensation with respect to such event that would require registration of the sponsor as a broker or a dealer under the Securities Exchange Act of 1934, or as an investment advisor under the Investment Advisers Act of 1940; and (4) where no specific information regarding an offering of securities by the issuer is communicated or distributed by or on behalf of the issuer, other than-- (A) that the issuer is in the process of offering securities or planning to offer securities; (B) the type and amount of securities being offered; (C) the amount of securities being offered that have already been subscribed for; and (D) the intended use of proceeds of the offering. (b) Rule of Construction.--Subsection (a) may only be construed as requiring the Securities and Exchange Commission to amend the requirements of Regulation D with respect to presentations and communications, and not with respect to purchases or sales.

Passed (b) Rule Of Construction.—Subsection (a) may only be construed as requiring the House Securities and Exchange Commission to amend the requirements of Representatives April 27Regulation D with respect to presentations and communications, 2016and not with respect to purchases or sales.

KAREN LAttest: karen l. HAAShaas, Clerk

[https://www.congress.gov/bill/114th-congress/house-bill/4498?q=%7B%22search%22%3A%5B%22HR+4498%22%5D%7D&r=1 Link to bill page] [[Category: McCarthy]]