Legislation that weakens some federal controls to help startup companies raise capital and help small-scale investors put money into promising new ventures is set to pass the Senate Thursday.
President Barack Obama supports the measure, which stands to be one of few bipartisan bills to pass Congress during this politically contentious election year.
The final vote will come after the Senate votes on two amendments addressing some, but not all, Democratic concerns about eliminating regulations that protect investors from scams and dot.com-era excesses. If either amendment passes, the bill returns to the House, which passed the measure two weeks ago on a 390-23 vote.
The bipartisan support it received in the House quickly faded when SEC Chairman Mary Schapiro and numerous consumer advocacy groups expressed concerns that fewer regulations would encourage fraud and abuse, and Senate Democrats demanded that investor protections be added to the bill.
On Tuesday, the future of the bill seemed in doubt when Senate Republicans rejected Democratic attempts to add protections to the bill and link it to reauthorization of the Export-Import Bank, an agency that helps U.S. companies finance their sales abroad.
But the bill easily passed a test vote on Wednesday morning without the Ex-Im Bank provision but with the prospect of votes on the Democratic protections.
The legislation combines six smaller bills that change Securities and Exchange Commission rules so small businesses can attract investors and go public with less red tape and cost.
The centerpiece of the bill is a measure to reduce costs for companies seeking to go public by phasing in over five years SEC regulations that apply to “emerging growth companies.” That status would be in effect for companies with annual gross revenue of less than $1 billion.
The measure would remove SEC regulations preventing small businesses from using advertisements to solicit investors, raise from 500 to 2,000 the number of shareholders a company or community bank can have before it must register with the SEC, and allow smaller companies to sell up to $50 million in shares, compared with $5 million now, without filing some SEC paperwork.
It also encourages the practice of “crowdfunding,” in which the Internet is used to raise capital from a large number of smaller investors. The measure as it passed the House limits individual contributions to $10,000 or 10 percent of the investor’s annual income.
Obama expressed his support for the original House legislation, but the White House also said it supported Senate Democratic efforts to add adequate safeguards for potential investors in light of any reduced government oversight of investment transactions.
The Senate amendment on crowdfunding requires websites to register with the SEC, requires promoters who are paid by a company to reveal that fact and requires a company trying to raise money to provide information about its financial condition, business plan and shareholder risks. It limits investments to 5 percent of annual income for those earning under $100,000 a year, or 10 percent for those earning more than $100,000.
The less-regulated House version, said Sen. Jeff Merkley, D-Ore., one of the amendment sponsors, is “simply a path to predatory schemes.”
Crowdfunding is now banned because it is not legal to widely advertise and offer securities to the public without SEC registration.
The second amendment, promoted by Sen. Jack Reed, D-R.I., tightens the definition of “shareholder” so that large companies can’t ignore the thousands of beneficial owners — the people who have the power to sell and vote on shares — to stay under the SEC threshold for filing information. Reed said that under the House bill, companies can count only record holders — such as brokers who sell the stock to thousands of beneficial owners — in order to stay under the shareholder limit, set to rise from 500 to 2,000, for SEC registration.
The fate of the Ex-Im Bank was left undecided. Without reauthorization, the bank would have to stop operating on May 31, depriving U.S. companies of a crucial means of financing overseas sales. Even before that expiration date, the bank will hit its lending limit of $100 billion. The Democratic proposal would have extended that authority for four years and raised the lending limit to $140 billion.
Senate Republican leader Mitch McConnell of Kentucky said Republicans, while opposed to linking it to the small business bill, were willing to take up the bank’s future in separate legislation.
House Majority Leader Eric Cantor, R-Va., said he is working on legislation to reform the bank, which faces greater resistance in the House. While supported by most major business groups, the bank is opposed by conservative groups such as the Club for Growth, which say it distorts markets and picks winners and losers.