23 May House Committee Passes Form S-1 Forward Incorporation by Reference

Kudos to the House Financial Services Committee. This week they unanimously (read: strong bipartisan support) passed a bill allowing all SEC reporting companies to incorporate by reference into registration statements on Form S-1 filings made after the registration goes effective. This will dramatically reduce small companies’ cost with both shelf offerings and completing private offerings followed by resale registrations. Maintaining and updating registrations is a big hassle, and the Congress is beginning to realize that it is unnecessary since all the information filed to update is already filed and publicly available. Therefore, investors remain fully protected and have all necessary information in connection with these registrations.

We will post more about the other bills passed by the Committee as part of a group of bills many are starting to call “JOBS Act 2.0.” Some passed strongly like the S-1 bill, but others were on strong partisan lines and have a tougher road ahead if they want to both pass Congress and expect the President to sign. The good news: the FSC is back on the case to improve the regulatory environment for small business. Many of these bills passed committee in the last Congress, and it’s terrific that these have moved back to the radar.

But just the S-1 bill is a very big advance for smaller companies and their costs as public companies. I’m honored to have assisted the Congressional staff in working on this bill. Given the unanimous vote, there’s now real hope that this one gets through the “I’m Just a Bill” process and to the President’s desk for signature.