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H.R. 3903: Encouraging Public Offerings Act of 2017

Nov 1, 2017 at 6:24 p.m. ET. On Motion to Suspend the Rules and Pass, as Amended in the House.

This was a vote to pass H.R. 3903 (115th) in the House. This vote was taken under a House procedure called “suspension of the rules” which is typically used to pass non-controversial bills. Votes under suspension require a 2/3rds majority. A failed vote under suspension can be taken again.

H.R. 3903 expands certain provisions of Title I of the JOBS Act, which previously only applied to Emerging Growth Companies, to apply to all public companies. Specifically, the legislation allows issuers to submit to the SEC for confidential review before publicly filing draft registration statements for Initial Public Offerings and for follow-on offerings within one year of an IPO. Additionally, the bill allows all companies to meet with qualified institutional buyers and other institutional accredited investors prior to an offering to gauge those investors’ interest in the offering.

The U.S. Securities and Exchange Commission (SEC) is an independent regulatory agency responsible for administering Federal securities law. It has broad regulatory authority over the securities industry, including stock exchanges, mutual funds, investment advisers, and brokerage firms.

The Jumpstart Our Business Startups Act, popularly known as the JOBS Act, makes it easier for smaller companies to access capital markets. Title I established a new category of issuers known as “Emerging Growth Companies” (EGCs), which have less than $1 billion in annual revenues or $700 million in public float when they register with the SEC. These companies are given a 5-year “on ramp” period to comply with certain regulatory requirements. They also are allowed to confidentially submit draft registration statements to the SEC for nonpublic review before issuing an IPO or a follow-on IPO. Allowing confidential filing of draft registration statements with the SEC allows companies to finalize their registration documents without the undue expectations from media scrutiny and allows companies to time their offering with the market before making their Form S-1 public and beginning an investor roadshow. Further, EGCs can “test-the-waters” by meeting with certain investors to explain their business structure and gauge investor interest before issuing an IPO.

The ability to submit draft registration statements to the SEC and to “test-the-waters” with certain investors have been successful provisions of the JOBS Act and contribute to additional capital formation. To encourage even more companies to go public and to provide greater access to capital formation, H.R. 3903 will apply these provisions to all companies.

Source: Republican Policy Committee


All Votes R D
Yea 97%
Nay 0%
Not Voting 3%

Passed. 2/3 Required. Source:

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