July 29, 2025

Capital Formation: Something We Can All Agree On

It’s rare these days to see members of Congress agree on something. But as this Mayer Brown blog reports, the House passed several bills last week on capital formation – with bipartisan support! Here’s an excerpt:

H.R. 3343, the Greenlighting Growth Act, would establish that an EGC, as well as any issuer that went public using EGC disclosure obligations, would only need to provide two years of audited financial statements even when such EGC acquires another company.

H.R. 3382, the Small Entity Update Act, would direct the SEC to conduct a study, followed by a rulemaking consistent with the results of such study, to define “small entity” under the Regulatory Flexibility Act (the “RFA”). Currently, the RFA requires federal agencies to consider the impact of regulations on small entities (including small businesses, small governmental units and small non-profit organizations). The RFA would mandate that agencies conduct regulatory flexibility analyses, explore less burdensome alternatives and explain their choices, especially when a particular rule is expected to have a significant economic impact on a substantial number of small entities.

H.R. 3395, the Middle Market IPO Underwriting Cost Act would require the Comptroller General, in consultation with the SEC and FINRA, to study and report on the costs encountered by small- and medium-sized companies when undertaking IPOs.

This builds on legislation that passed the House last month. And as Dave shared last week, the House of Representatives also passed a bill – H.R. 3339 – that would allow more people to qualify as “accredited investors” under Regulation D.

There may be even more on tap, but it’s at the earlier stages. The House Financial Services Committee has advanced legislation that would lower the WKSI threshold and require the SEC to give more consideration to small companies when writing rules, among other things. Last year, the full House approved much of this as part of its effort to build on the JOBS Act of 2012, but the legislation didn’t advance in the Senate.

Liz Dunshee

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