Last week, the US Senate Banking Committee held a hearing on legislation introduced in the prior session of Congress relating to capital formation in order to assess whether any would garner bipartisan support.  In the case of quite a number of bills that had been introduced in, and been passed in, the House of Representatives, this was the first hearing in the Senate. 

The bills considered include the following:

• Corporate Governance Fairness Act: this would require proxy advisory firms to register with the SEC as advisers, and would require the SEC to conduct periodic inspections of proxy advisory firms.
• The Brokaw Act: which would amend Section 13(d) reporting rules in order to shorten filing deadlines, require disclosure of short positions, and expand the definition of beneficial ownership.
• The HALOS Act: which would clarify whether certain communications should be considered “general solicitation.”
• Encouraging Public Offerings Act: would expand the ability to test the waters and would be consistent with the recently SEC proposed rule amendments.
• Crowdfunding Amendments Act: would allow crowdfunding to be available for pooled vehicles.
• Fair Investment Opportunities for Professional Experts: would expand the “accredited investor” definition to include certain licensed individuals.
• Modernizing Disclosures for Investors Act: would require a study of quarterly reporting requirements.
• The Middle Market IPO Underwriting Cost Act:would require a study on underwriting fees.