The Expanding Access to Capital Act of 2023 is structured into several divisions focusing on enhancing market accessibility, supporting small businesses, and improving investor opportunities. It includes provisions for public markets, small business capital access, improvements in crowdfunding and secondary trading, among other measures, to foster a robust financial environment.

The Securities and Exchange Commission is instructed to update its rules so that companies can consider the total market value of all their stock, including certain types of preferred stock, when measuring the importance of buying or selling parts of a business.

SEC. 1201 is named the “Helping Startups Continue To Grow Act”.

The text describes amendments to the Securities Act of 1933 and the Securities Exchange Act of 1934, which change the financial threshold for a company to be considered an emerging growth company from $1,000,000,000 to $1,500,000,000, adjust the definition from “fifth” year to “7-year,” and make adjustments to certain subparagraph formats like adding "or" and removing unnecessary parts.

The bill amends existing laws to specify that auditors can be considered independent for audits done before a company goes public if they meet certain standards. For U.S. companies, the auditor must follow American Institute of Certified Public Accountants standards, and for foreign companies, comparable home country standards apply.

The section modifies the Securities Act of 1933 by changing terms related to who can issue securities. It replaces references to "an emerging growth company" with "an issuer" and updates the language concerning the type of securities to "any" instead of just "the common equity."

Section 1501 amends the Securities Exchange Act to exclude qualified institutional buyers and institutional accredited investors from the mandatory registration threshold, and specifies that the general exemptive authority does not apply to this amendment.

An issuer is considered a "well-known seasoned issuer" under Federal securities laws if the total market value of its freely traded common equity is at least $250,000,000, and it meets the criteria defined in the Code of Federal Regulations section 230.405, without including any conditions regarding the worldwide market value of its shares.

The section introduces a piece of legislation called the “Unlocking Capital for Small Businesses Act of 2023”, which is intended to help small businesses access financial resources.

The bill updates the Securities Exchange Act of 1934 to create a new category called private placement brokers, who will have specific rules for registration and disclosure that are less strict compared to other brokers. It also defines a finder and exempts them from certain registration requirements. Additionally, the bill clarifies the relationship between these roles and existing definitions and requirements under the Act.

The section amends the Securities Exchange Act of 1934 to prevent states or their subdivisions from imposing stricter registration, audit, and financial recordkeeping rules on private placement brokers and finders than those set by federal law, while also expanding the definition of "State" to include the District of Columbia and U.S. territories.

The section is called the "Short title," and it states that this part of the bill can be referred to as the “Small Business Investor Capital Access Act.”

The section amends the Investment Advisers Act of 1940 to require the Commission to adjust the exemption threshold for certain investment advisers based on inflation. This adjustment is to be made initially upon enactment and subsequently every year, using the Consumer Price Index for All Urban Consumers from the Bureau of Labor Statistics.

The section allows this part of the bill to be referred to as the “Improving Capital Allocation for Newcomers Act of 2023.”

The section amends the Investment Company Act of 1940 to allow qualifying venture capital funds to have up to 600 investors instead of 250, and increases the total investment cap from $10 million to $150 million.

The section introduces the title of the act, which is officially named the "Small Entrepreneurs’ Empowerment and Development Act of 2023," and it can also be called the “SEED Act of 2023.”

The section introduces a micro-offering exemption to the Securities Act of 1933, allowing for the sale of up to $250,000 in securities by an issuer over a 12-month period without having to meet certain regulatory requirements. It also outlines disqualification rules for issuers who have been involved in fraudulent activities or serious violations, and ensures this exemption aligns with state regulations by amending existing laws.

The section names the title "Regulation A+ Improvement Act of 2023", indicating the official short title for this part of the legislation.

The section amends the Securities Act of 1933 by increasing the amount exempt from certain regulations from $50 million to $150 million, with the amount to be adjusted for inflation every two years. Additionally, any further adjustments due to inflation will be made on top of this newly established exemption amount.

The section introduces the Developing and Empowering our Aspiring Leaders Act of 2023, also known as the DEAL Act of 2023.

The Securities and Exchange Commission is directed to update the definition of "qualifying investment" to include certain types of equity securities and investments in other venture capital funds, ensuring these adjustments support new business ventures while still protecting investors. This change also requires private funds to consist mostly of direct investments in portfolio companies or in other venture capital funds to qualify as a venture capital fund.

The section describes two reports to be issued to Congress. The first is from the U.S. Comptroller General about the risks related to concentrated counterparty risk in banks, especially after Silicon Valley Bank's failure. The second report, from the Advocate for Small Business Capital Formation, focuses on access to banking for venture-funded companies and includes policy recommendations, with an emphasis on areas outside major tech hubs.

The section is the short title for this part of the bill, which is officially named the “Improving Crowdfunding Opportunities Act.”

The text outlines changes to the Securities Act of 1933 to update rules on crowdfunding, including exemptions from state regulations, liability rules for funding portals, and adjustments to investment limits. These changes seek to ease the fundraising process for companies by revising the target amounts for offerings, altering requirements for non-accredited investors, and clarifying that funding portals are not considered financial institutions under certain conditions.

The section titled "SEC. 2801. Short title." specifies that the act can be referred to as the “Restoring the Secondary Trading Market Act.”

The amendment to Section 18(a) of the Securities Act of 1933 states that states cannot block or impose restrictions on off-exchange secondary trading of securities if the company's information is publicly available, as required by certain federal regulations.

The section allows for the short title of "Gig Worker Equity Compensation Act" to be used when referring to this title.

The extension of Rule 701 allows individuals, not just employees, who provide goods, labor, or services to a company or its users, to receive the same securities exemptions as employees. Additionally, the Securities and Exchange Commission must adjust the monetary limit in line with inflation yearly and update the regulations accordingly, without restricting access to equity compensation.

The Comptroller General of the United States must perform a study on the effects of the new law within three years of its enactment and report the findings to Congress.

The section states that this part of the legislation can be called the "Investment Opportunity Expansion Act."

The proposed changes to the Securities Act of 1933 redefine "accredited investor" to include individuals who, in a specific transaction, invest no more than 10% of the greater amount between their total assets or their annual income in securities that have not been publicly offered.

The title of the section is called the "Risk Disclosure and Investor Attestation Act."

The section amends the Securities Act of 1933 to include a requirement where an individual must confirm to a company that they understand the risks of investing in private companies, using a form that the Securities and Exchange Commission (SEC) will create. The SEC must also establish this form, which can't be longer than two pages, within one year of the act being enacted.

The section adds a definition to the Securities Act of 1933, clarifying that accredited investors include individuals who receive personalized investment advice or recommendations from certain financial professionals. It requires the Securities and Exchange Commission to update its regulations to align with this new definition.

The section describes rules for events where businesses can present investment opportunities without it being considered general advertising, providing definitions for "angel investor group" and "issuer." It requires that such events are sponsored by certain entities, ensure no direct investment advice or negotiations occur, and maintain transparency about the nature and risks of investments, while clarifying that attending these events does not establish a pre-existing relationship between investors and businesses.

The first section of this division states that it may be called the “Improving Disclosure for Investors Act of 2024.”

The section outlines the requirement for the Securities and Exchange Commission (SEC) to create rules that allow financial entities to deliver regulatory documents to investors electronically. It also includes provisions to ensure access to paper documents, rules for addressing electronic delivery failures, maintaining privacy, and mandates updates to align with the new electronic delivery methods.

This section states that the division can be officially referred to as the "Retirement Fairness for Charities and Educational Institutions Act of 2024."

The section enhances 403(b) retirement plans by amending several key financial laws to clarify the inclusion of various investment options under these plans. It outlines conditions under which plans must have fiduciaries to manage investment choices and confirms the registration and exemption provisions for these plans under several acts, including the Investment Company Act of 1940 and the Securities Act of 1933.

Closed-end companies are given more freedom to invest in private funds without being restricted by the Commission, except for certain unrelated conditions. Additionally, the definition of "private fund" is clarified, and there are rules to ensure that exchanges can't limit the trading of these companies' securities just because they invest in private funds. This section also confirms that these changes don't alter any fiduciary duties or requirements related to these investments.