HB145, titled the Risk Disclosure and Investor Attestation Act, would amend the Securities Act of 1933 to expand who may be treated as an eligible investor in a private issuer. Under the bill, an individual could invest in a private issuer if the person attests to the issuer that they understand the risks of investing in private companies. The attestation would be made on a form created by the Securities and Exchange Commission (SEC), and the form could not exceed two pages.
The bill also directs the SEC to issue implementing rules within one year of enactment, including the required attestation form. In practical terms, the measure would create a new pathway for retail individuals to participate in private offerings by replacing a more restrictive eligibility standard with a disclosure-and-acknowledgment model.
Impact
If enacted, HB145 would amend federal securities law by changing the definition of an eligible investor for private issuers under the Securities Act of 1933. It would likely broaden access to private markets for individuals who are not otherwise qualified under existing investor categories, while also imposing a standardized risk disclosure and acknowledgment requirement. The SEC would be responsible for writing rules and designing the attestation form, which would shape how private issuers verify investor understanding and compliance.
Sentiment
The available record shows no committee transcript or recorded votes, so there is no documented floor or committee debate to gauge broad sentiment. Based on the bill’s structure, the measure appears to reflect a deregulatory or access-expanding approach to private investment, emphasizing investor choice and disclosure rather than exclusion. The lack of recorded opposition or support in the provided materials means sentiment cannot be assessed beyond the bill’s apparent policy intent.
Contention
The main policy tension in HB145 is between expanding individual access to private investments and protecting unsophisticated investors from higher-risk, less regulated offerings. Supporters would likely favor the bill’s emphasis on personal responsibility, simplified disclosure, and broader capital access, while critics would likely worry that a short attestation form may not adequately protect investors from losses, fraud, or illiquidity in private markets. Another possible point of contention is how the SEC defines and enforces the required form and whether the new standard could weaken existing investor-protection safeguards.
To amend the Securities Exchange Act of 1934 to require certain disclosures by institutional investment managers in connection with proxy advisory firms, and for other purposes.