Expanding Wksi Eligibility Act

Floor Speech

Mr. Speaker, I rise today in support of H.R. 4430, which expands the number of public companies that can qualify as a well-known seasoned issuer, or WKSI. This designation is a special status conferred on companies that frequently raise money by issuing securities from the public.

Think of WKSI status like having frequent-flyer privileges. It allows companies that are well known to regulators and the public to raise money without needing permission. These companies are widely followed in the markets, so there are a lot of eyes, so to speak, watching what they are doing. The main requirement for a company to meet WKSI status is that it has previously issued $700 million or more in securities.

The current bill would lower that threshold to $400 million. By reducing the current WKSI threshold, the bill allows an additional 400 companies to qualify on top of the 2,000 or so companies that qualify today.

One final thing this bill does is provide transparency around companies that have been disqualified from operating as WKSIs. Notably, a company can lose its WKSI status if it has been convicted of a securities-related felony or a misdemeanor or has violated the antifraud provisions of the securities laws. Notable examples include UBS and Bank of America, which each previously lost their WKSI status due to fraud violations.

However, even if a company loses their status through such a violation, it can ask the SEC for a waiver to continue operating as a WKSI. UBS and Bank of America both sought and received such waivers.

Importantly, though, waivers are rarely formally denied because SEC staff normally gives a company a heads-up that their waiver is likely to be denied, so many companies simply withdraw their waiver requests. The final provision of this bill provides investors on an annual basis a view into the number of waiver requests that have been withdrawn.

Mr. Speaker, I support this bill and urge all Members to do the same.

Mr. Speaker, I support this bill, and I yield back the balance of my time.

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