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H. Rept. 115-383 1 (2017-11-01)

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                   115TH CONGRESS                                      REPORT
                      1st Session   HOUSE OF REPRESENTATIVES          115-383





                              MICRO OFFERING SAFE HARBOR ACT



                   NOVEMBER 1, 2017.-Committed to the Committee of the Whole House on the State
                                    of the Union and ordered to be printed


                      Mr. HENSARLING, from the Committee on Financial Services,
                                       submitted the following


                                          REPORT

                                            together with

                                         MINORITY VIEWS

                                         [To accompany H.R. 2201]

                            [Including cost estimate of the Congressional Budget Office]
                     The Committee on Financial Services, to whom was referred the
                   bill (H.R. 2201) to amend the Securities Act of 1933 to exempt cer-
                   tain micro-offerings from the registration requirements of such Act,
                   and for other purposes, having considered the same, report favor-
                   ably thereon without amendment and recommend that the bill do
                   pass.
                                       PURPOSE AND SUMMARY
                     On April 27, 2017, Representative Tom Emmer introduced H.R.
                   2201 the Micro Offering Safe Harbor Act, which amends the Se-
                   curities Act of 1933 (Securities Act) to exempt certain micro-offer-
                   ings from the Act's registration requirements. An issuer of securi-
                   ties would not violate the Act when making a non-public securities
                   offering if all of the following requirements are met: (1) each pur-
                   chaser has a substantive pre-existing relationship with an officer,
                   director, or shareholder with 10 percent or more of the shares of
                   the issuer; (2) the issuer reasonably believes that there are no more
                   than 35 purchasers of securities from the issuer that are sold in re-
                   liance on the exemption during the 12-month period preceding the
                   transaction; and (3) the aggregate amount of all securities sold by
                   the issuer does not exceed $500,000 over a 12-month period.
                      79-006

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