S.1544 - Small Company Capital Formation Act of 2011112th Congress (2011-2012)
Summary: S.1544 — 112th Congress (2011-2012)
Introduced in Senate (09/12/2011)
Small Company Capital Formation Act of 2011 - Amends the Securities Act of 1933 to direct the Securities and Exchange Commission (SEC) to exempt from its regulation a class of securities for which the aggregate offering amount of all securities offered and sold within the prior 12-month period in reliance on such exemption is between $5 million and $50 million, subject to specified terms and conditions.
Limits such an exemption to equity securities, debt securities, and debt securities convertible or exchangeable to equity interests, including any guarantees of such securities.
Authorizes the SEC to: (1) require an issuer of such exempted class of securities to make periodic disclosures available to investors regarding the issuer, its business operations, its financial condition, and its use of investor funds; and (2) provide for the suspension and termination of such a requirement with respect to that issuer.
Requires the SEC to: (1) review and increase biennially such offering amount limitation, as appropriate; and (2) report to certain congressional committees on its reasons for not increasing the amount if it determines not to do so.
Treats as a covered security with respect to a transaction exempt from registration requirements pursuant to a rule or regulation adopted under this Act any such security offered or sold: (1) on a national securities exchange, or (2) to a qualified purchaser.
Directs the Comptroller General to study the impact of state laws regulating securities offerings (Blue Sky laws) on offerings made under Regulation A (which specifies the terms and conditions of exemption from the registration requirements of the Securities Act of 1933).