HR 2812 United States House · 118th Congress

Middle Market IPO Cost Act

HR 2812, the Middle Market IPO Cost Act, requires the Securities and Exchange Commission (SEC) to study the costs small and medium-sized companies face when conducting initial public offerings (IPOs). The study will examine direct fees paid to underwriters and advisors, compliance expenses, and how these costs compare to alternative financing options. It will also analyze impacts on capital formation and retail investor access to shares of these companies, tracking trends in IPO volumes, underwriting fees, and market participation over time. The SEC must submit a detailed report to Congress within 360 days of the bill's enactment, outlining findings and potential recommendations.

Bill status passed 3 of 5 stages cleared

Introduction

Apr 2023

Committee Review

Jun 2023

House Passage

Jun 2023

Senate Passage

President

Introduced Apr 25, 2023 Last action Jun 6, 2023

Maddy AI version diff · 1 comparison

What changed between versions

Introduced in House → Engrossed in House · 4 edits · Jun 5, 2023

MODERATE

The bill was amended to shift responsibility for the IPO cost study from the SEC to the Comptroller General (GAO), broaden the title by removing 'Underwriting' to reflect a wider scope of costs, and add litigation costs as a specific area of analysis. These changes move the study from a regulatory agency to an independent oversight body and expand what must be examined.

SCOPE

The short title changed from 'Middle Market IPO Underwriting Cost Act' to 'Middle Market IPO Cost Act,' removing the word 'Underwriting' and signaling that the bill now covers all IPO-related costs, not just underwriting fees.

The description of fees to be studied changed from 'gross spreads paid to underwriters, IPO advisors, and other professionals' to 'fees of accountants, underwriters, and any other outside advisors with respect to the IPO,' explicitly naming accountants and removing the specific reference to gross spreads.

A new item (F) was added requiring analysis of 'the impacts of litigation and its costs on being a public company.' This replaced a general catch-all provision that allowed the agency to consider any other appropriate matter, making litigation costs a mandatory part of the study.

ENFORCEMENT

The study was reassigned from the Securities and Exchange Commission (in consultation with FINRA) to the Comptroller General of the United States (GAO), in consultation with both the SEC and FINRA. This shifts the work from a regulatory agency to an independent congressional oversight body.

Floor votes · House Jun 5, 2023

How they voted

390–10

Passed · 33 other

Total votes 433

Jun 5, 2023

D Democratic212

197 Yea 15

92% Yea

I Independent1

1 Yea

100% Yea

R Republican220

192 Yea 10 Nay 18

87% Yea

Vote distribution

All Yea All Nay Mixed No data

Full legislative history

Actions timeline

Total actions

Key actions

Committee

Amendments

Jun 6, 2023

Committee

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

upper

Jun 5, 2023

Introduced

On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 390 - 10 (Roll no. 246). (text: CR H2729)

lower

Jun 5, 2023

Lower · Passed

Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 390 - 10 (Roll no. 246). (text: CR H2729)

lower

Jun 5, 2023

Introduced

Mrs. Wagner moved to suspend the rules and pass the bill, as amended.

lower

Jun 5, 2023

Lower · Passed

Reported (Amended) by the Committee on Financial Services. H. Rept. 118-91.

lower

Apr 26, 2023

Introduced

Ordered to be Reported in the Nature of a Substitute (Amended) by the Yeas and Nays: 49 - 0.

lower

Apr 26, 2023

Lower · Passed

Committee Consideration and Mark-up Session Held.

lower

Apr 25, 2023

Committee

Referred to the House Committee on Financial Services.

lower

Apr 25, 2023

Introduced

Introduced in House

lower

1 primary · 1 co-sponsor