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Mandatory Materiality Requirement Act of 2022
To amend the Securities Act of 1933 to require that information required to be disclosed to the Securities and Exchange Commission by issuers be material to investors of those issuers, and for other purposes.
Summary
This bill amends federal securities laws to require the Securities and Exchange Commission to apply a materiality standard when creating new disclosure requirements for public companies. Under the bill, the SEC may only impose a disclosure requirement if it determines there is a substantial likelihood that a reasonable investor would consider the information important for investment decisions. The materiality standard is based on whether an investor would view the failure to disclose the information as significantly changing the total mix of available information. This limitation applies only to new disclosure requirements, not to the removal of existing requirements.
AI-generated plain-language summary of the bill text — neutral, and may be imperfect. See the full text below for the exact wording.
Sponsor (1)
- Sen. Rounds, Mike [R-SD] (R-SD)
7 cosponsors
- Sen. Boozman, John [R-AR] (R-AR)
- Sen. Daines, Steve [R-MT] (R-MT)
- Sen. Grassley, Chuck [R-IA] (R-IA)
- Sen. Hagerty, Bill [R-TN] (R-TN)
- Sen. Lummis, Cynthia M. [R-WY] (R-WY)
- Sen. Sullivan, Dan [R-AK] (R-AK)
- Sen. Tillis, Thomas [R-NC] (R-NC)
Money behind the sponsor
Top reported contributors to Mike Rounds’s campaign committee (2024 cycle) — who funds the bill’s sponsor, not a claim about this bill. Data from FEC.
- APOLLO GLOBAL MANAGEMENT $30,350
- NULL $26,450
- APOLLO $19,250
- ROCKET MORTGAGE $15,700
- APOLLO MGMT. $13,200
Organizations whose employees gave the most — itemized individual contributions grouped by the donor’s reported employer (FEC Schedule A). Full finance for Mike Rounds → · Outside spending →
Actions (3)
- Dec 13, 2022 Committee on Banking, Housing, and Urban Affairs Subcommittee on Securities, Insurance, and Investment. Hearings held. With printed Hearing: S.Hrg. 117-756. · senate
- Sep 29, 2022 Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. · senate
- Sep 29, 2022 Introduced in Senate
Similar bills (6)
Bills with similar text or summary — includes reintroductions across Congresses. Ranked by semantic similarity of the bill text (computed locally); a neutral discovery aid, not a claim the bills are duplicates.
Full text
IN THE SENATE OF THE UNITED STATES
September 29, 2022
Mr. Rounds (for himself, Ms. Lummis, Mr. Tillis, Mr. Hagerty, Mr. Boozman, Mr. Daines, Mr. Grassley, and Mr. Sullivan) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs
A BILL
To amend the Securities Act of 1933 to require that information required to be disclosed to the Securities and Exchange Commission by issuers be material to investors of those issuers, and for other purposes.
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the “Mandatory Materiality Requirement Act of 2022”.
SEC. 2. LIMITATION ON DISCLOSURE REQUIREMENTS.
(a) Securities Act of 1933.—Section 2(b) of the Securities Act of 1933 (15 U.S.C. 77b(b)) is amended—
(1) in the subsection heading, by inserting “; Limitation on Disclosure Requirements” after “Formation”;
(2) by striking “Whenever” and inserting the following:
“(1) In general.—Whenever”; and
(3) by adding at the end the following:
“(2) Limitation.—
“(A) In general.—Whenever pursuant to this title the Commission is engaged in rulemaking regarding disclosure obligations of issuers, the Commission may impose a disclosure requirement on an issuer only if the Commission expressly determines that there is a substantial likelihood that a reasonable investor of the issuer would consider the information disclosed to the Commission under the requirement to be important with respect to an investment decision regarding the issuer.
“(B) Applicability.—Subparagraph (A) shall not apply with respect to the removal of any disclosure requirement with respect to an issuer.
“(C) Rule of construction.—For the purposes of this paragraph, information is important with respect to an investment decision made by an investor if there is a substantial likelihood that the investor would view the failure to disclose that information as having significantly altered the total mix of information made available to the investor.”.
(b) Securities Exchange Act of 1934.—Section 3(f) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(f)) is amended—
(1) in the subsection heading, by inserting “; Limitation on Disclosure Requirements” after “Formation”;
(2) by striking “Whenever” and inserting the following:
“(1) In general.—Whenever”; and
(3) by adding at the end the following:
“(2) Limitation.—
“(A) In general.—Whenever pursuant to this title the Commission is engaged in rulemaking regarding disclosure obligations of issuers, the Commission may impose a disclosure requirement on an issuer only if the Commission expressly determines that there is a substantial likelihood that a reasonable investor of the issuer would consider the information disclosed to the Commission under the requirement to be important with respect to an investment decision regarding the issuer.
“(B) Applicability.—Subparagraph (A) shall not apply with respect to the removal of any disclosure requirement with respect to an issuer.
“(C) Rule of construction.—For the purposes of this paragraph, information is important with respect to an investment decision made by an investor if there is a substantial likelihood that the investor would view the failure to disclose that information as having significantly altered the total mix of information made available to the investor.”. <all>
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