HR-4638 : Still Just a Bill

Main Street Growth Act

This bill amends the Securities Exchange Act of 1934 to permit a national securities exchange, for itself or for one of its listing tiers, to elect treatment as a venture exchange by notifying the Securities and Exchange Commission (SEC) of such an election either at the time it applies for registration or after registering as a national securities exchange.

Unless the SEC denies the registration application within six months after its receipt, the application shall be deemed to have received SEC approval.

The bill subjects a venture exchange to certain restrictions, including that it may only constitute, maintain, or provide a market place or facilities for bringing together purchasers and sellers of venture securities.

Venture securities are securities of:

• an early-stage, growth company exempt from registration under the Securities Act of 1933; and
• an emerging growth company.

The bill exempts a venture exchange from specified National Market System and Alternative Trading System rules as well as requirements to submit data to a securities information processor or to use decimal pricing.

The Securities Act of 1933 is amended to exempt venture securities from state regulation.

The bill expresses the sense of Congress that the SEC, if necessary or appropriate, should:

• make use of its general exemptive authority with respect to the elements of this bill; and
• create an Office of Venture Exchanges within the SEC Division of Trading and Markets.