text: SECTION 1. SHORT TITLE.
  
      This Act may be cited as the ``Small Company Capital Formation Act 
  of 2011''.
  
  SEC. 2. AUTHORITY TO EXEMPT CERTAIN SECURITIES.
  
      (a) In General.--Section 3(b) of the Securities Act of 1933 (15 
  U.S.C. 77c(b)) is amended--
              (1) by striking ``(b) The Commission'' and inserting the 
          following:
      ``(b) Additional Exemptions.--
              ``(1) Small issues exemptive authority.--The Commission''; 
          and
              (2) by adding at the end the following:
              ``(2) Additional issues.--The Commission shall by rule or 
          regulation add a class of securities to the securities exempted 
          pursuant to this section in accordance with the following terms 
          and conditions:
                      ``(A) The aggregate offering amount of all 
                  securities offered and sold within the prior 12-month 
                  period in reliance on the exemption added in accordance 
                  with this paragraph shall not exceed $50,000,000.
                      ``(B) The securities may be offered and sold 
                  publicly.
                      ``(C) The securities shall not be restricted 
                  securities within the meaning of the Federal securities 
                  laws and the regulations promulgated thereunder.
                      ``(D) The civil liability provision in section 
                  12(a)(2) shall apply to any person offering or selling 
                  such securities.
                      ``(E) The issuer may solicit interest in the 
                  offering prior to filing any offering statement, on 
                  such terms and conditions as the Commission may 
                  prescribe in the public interest or for the protection 
                  of investors.
                      ``(F) The Commission shall require the issuer to 
                  file audited financial statements with the Commission 
                  annually.
                      ``(G) Such other terms, conditions, or requirements 
                  as the Commission may determine necessary in the public 
                  interest and for the protection of investors, which may 
                  include--
                              ``(i) a requirement that the issuer prepare 
                          and electronically file with the Commission and 
                          distribute to prospective investors an offering 
                          statement, and any related documents, in such 
                          form and with such content as prescribed by the 
                          Commission, including audited financial 
                          statements and a description of the issuer's 
                          business operations, its financial condition, 
                          its corporate governance principles, its use of 
                          investor funds, and other appropriate matters; 
                          and
                              ``(ii) disqualification provisions under 
                          which the exemption shall not be available to 
                          the issuer or its predecessors, affiliates, 
                          officers, directors, underwriters, or other 
                          related persons, which shall be substantially 
                          similar to the disqualification provisions 
                          contained in the regulations adopted in 
                          accordance with section 926 of the Dodd-Frank 
                          Wall Street Reform and Consumer Protection Act 
                          (15 U.S.C. 77d note).
              ``(3) Limitation.--Only the following types of securities 
          may be exempted under a rule or regulation adopted pursuant to 
          paragraph (2): equity securities, debt securities, and debt 
          securities convertible or exchangeable to equity interests, 
          including any guarantees of such securities.
              ``(4) Periodic disclosures.--Upon such terms and conditions 
          as the Commission determines necessary in the public interest 
          and for the protection of investors, the Commission by rule or 
          regulation may require an issuer of a class of securities 
          exempted under paragraph (2) to make available to investors and 
          file with the Commission periodic disclosures regarding the 
          issuer, its business operations, its financial condition, its 
          corporate governance principles, its use of investor funds, and 
          other appropriate matters, and also may provide for the 
          suspension and termination of such a requirement with respect 
          to that issuer.
              ``(5) Adjustment.--Not later than 2 years after the date of 
          enactment of the Small Company Capital Formation Act of 2011 
          and every 2 years thereafter, the Commission shall review the 
          offering amount limitation described in paragraph (2)(A) and 
          shall increase such amount as the Commission determines 
          appropriate. If the Commission determines not to increase such 
          amount, it shall report to the Committee on Financial Services 
          of the House of Representatives and the Committee on Banking, 
          Housing, and Urban Affairs of the Senate on its reasons for not 
          increasing the amount.''.
      (b) Treatment as Covered Securities for Purposes of NSMIA.--Section 
  18(b)(4) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is 
  amended--
              (1) in subparagraph (C), by striking ``; or'' at the end 
          and inserting a semicolon; and
              (2) by redesignating subparagraph (D) as subparagraph (E), 
          and inserting after subparagraph (C) the following:
                      ``(D) a rule or regulation adopted pursuant to 
                  section 3(b)(2) and such security is--
                              ``(i) offered or sold on a national 
                          securities exchange; or
                              ``(ii) offered or sold to a qualified 
                          purchaser as defined by the Commission pursuant 
                          to paragraph (3) with respect to that purchase 
                          or sale.''.
      (c) Conforming Amendment.--Section 4(5) of the Securities Act of 
  1933 is amended by striking ``section 3(b)'' and inserting ``section 
  3(b)(1)''.
  
  SEC. 3. STUDY ON THE IMPACT OF STATE BLUE SKY LAWS ON REGULATION A 
                OFFERINGS.
  
      Not later than 3 months after the date of enactment of this Act, 
  the Comptroller General shall--
              (1) conduct a study on the impact of State laws regulating 
          securities offerings (commonly referred to as ``Blue Sky 
          laws'') on offerings made under Regulation A (17 C.F.R. 230.251 
          et seq.); and
              (2) transmit a report on the findings of the study to the 
          Committee on Financial Services of the House of Representatives 
          and the Committee on Banking, Housing, and Urban Affairs of the 
          Senate.
target: Small Company Capital Formation Act of 2011 - Amends the Securities Act of 1933 to direct the Securities and Exchange Commission (SEC) to exempt from its regulation a class of securities for which the aggregate offering amount of all securities offered and sold within the prior 12-month period in reliance on such exemption is between $5 million and $50 million, subject to specified terms and conditions.
  
  Limits such an exemption to equity securities, debt securities, and debt securities convertible or exchangeable to equity interests, including any guarantees of such securities.
  
  Authorizes the SEC to: (1) require an issuer of such exempted class of securities to make periodic disclosures available to investors regarding the issuer, its business operations, its financial condition, and its use of investor funds; and (2) provide for the suspension and termination of such a requirement with respect to that issuer.
  
  Requires the SEC to: (1) review and increase biennially such offering amount limitation, as appropriate; and (2) report to certain congressional committees on its reasons for not increasing the amount if it determines not to do so.
  
  Treats as a covered security with respect to a transaction exempt from registration requirements pursuant to a rule or regulation adopted under this Act any such security offered or sold: (1) on a national securities exchange, or (2) to a qualified purchaser.
  
  Directs the Comptroller General to study the impact of state laws regulating securities offerings (Blue Sky laws) on offerings made under Regulation A (which specifies the terms and conditions of exemption from the registration requirements of the Securities Act of 1933).
feat_title: A bill to amend the Securities Act of 1933 to require the Securities and Exchange Commission to exempt a certain class of securities from such Act.