S. 1877

119 S1877 IS: Improving Disclosure for Investors Act of 2025
 U.S. Senate
 2025-05-22
 text/xml
 EN
 Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.
 II  119th CONGRESS  1st Session  S. 1877  IN THE SENATE OF THE UNITED STATES   May 22, 2025   Mr. Tillis  (for himself,  Mr. Hickenlooper ,  Mrs. Shaheen ,  Mr. Rounds ,  Mr. Peters ,  Mr. Budd , and  Mrs. Britt ) introduced the following bill; which was read twice and referred to the  Committee on Banking, Housing, and Urban Affairs    A BILL
To direct the Securities and Exchange Commission to promulgate rules with respect to the electronic delivery of certain required disclosures, and for other purposes.
1.
Short title
This Act may be cited as the   Improving Disclosure for Investors Act of 2025  .
2.
Definitions
In this Act:
(1)
Commission
The term  Commission  means the Securities and Exchange Commission.
(2)
Covered entity
The term  covered entity  means—
(A)
an investment company, as defined in section 3(a)(1) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–3(a)(1) ), that is registered under such Act;
(B)
a business development company, as defined in section 2(a) the Investment Company Act of 1940 ( 15 U.S.C. 80a–2(a) );
(C)
a registered broker or dealer, as those terms are defined in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) );
(D)
a registered municipal securities dealer, as defined in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) );
(E)
a registered government securities broker or government securities dealer, as defined in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) );
(F)
a registered investment adviser, as defined in section 202(a) of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b–1(a) );
(G)
a registered transfer agent, as defined in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ); or
(H)
a registered funding portal, as defined in section 3(a) of the Securities Exchange Act of 1934) ( 15 U.S.C. 78c(a) ).
(3)
Electronic delivery
The term  electronic delivery , with respect to regulatory documents, includes—
(A)
the direct delivery of such regulatory document to an electronic address of an investor;
(B)
the posting of such regulatory document to a website and direct electronic delivery of an appropriate notice of the availability of the regulatory document to the investor; and
(C)
an electronic method reasonably designed to ensure receipt of such regulatory document by the investor.
(4)
Regulatory documents
The term  regulatory documents  includes—
(A)
prospectuses meeting the requirements of section 10(a) of the Securities Act of 1933 ( 15 U.S.C. 77j(a) );
(B)
summary prospectuses meeting the requirements of section 230.498 or 230.498A of title 17, Code of Federal Regulations;
(C)
Statements of Additional Information, as defined in section 270.30e–3(h) of title 17, Code of Federal Regulations;
(D)
annual and semiannual reports to investors meeting the requirements of section 30(e) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–29(e) );
(E)
notices meeting the requirements of section 270.19a–1 of title 17, Code of Federal Regulations;
(F)
confirmations and account statements meeting the requirements of section 240.10b–10 of title 17, Code of Federal Regulations;
(G)
proxy statements meeting the requirements of section 240.14a–3 of title 17, Code of Federal Regulations;
(H)
privacy notices meeting the requirements of Regulation S–P under subpart A of part 248 of title 17, Code of Federal Regulations;
(I)
affiliate marketing notices meeting the requirements of Regulation S–AM under subpart B of part 248 of title 17, Code of Federal Regulations; and
(J)
all other regulatory documents required to be delivered by covered entities to investors under the securities laws and the rules and regulations of the Commission and the self-regulatory organizations.
(5)
Securities laws
The term  securities laws  has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ).
(6)
Self-regulatory organization
The term  self-regulatory organization  means a self-regulatory organization, as defined in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ).
(7)
Website
The term  website  means an internet website or other digital, internet, or electronic-based information repository, such as a mobile application, to which an investor of a covered entity has been provided reasonable access.
3.
Electronic delivery
(a)
Promulgation of rules
Not later than 180 days after the date of the enactment of this section, the Commission shall propose and, not later than 1 year after the date of the enactment of this section, the Commission shall finalize, rules, regulations, amendments, or interpretations, as appropriate, to allow a covered entity to satisfy the obligation of the entity to deliver regulatory documents required under the securities laws to investors using electronic delivery.
(b)
Required provisions
Rules, regulations, amendments, or interpretations the Commission promulgates pursuant to subsection (a) shall—
(1)
with respect to investors that do not receive all regulatory documents by electronic delivery, provide for—
(A)
delivery of an initial communication in paper form regarding electronic delivery;
(B)
a transition period not to exceed 180 days until such regulatory documents are delivered to such investors by electronic delivery; and
(C)
during a period not to exceed 2 years following the transition period set forth in subparagraph (B), delivery of an annual notice in paper form solely reminding such investors of the ability to opt out of electronic delivery at any time and receive paper versions of regulatory documents;
(2)
set forth requirements for the content of the initial communication described in paragraph (1)(A);
(3)
set forth requirements for the timing of delivery of a notice of website availability of regulatory documents and the content of the appropriate notice described in section 2(3)(B);
(4)
provide a mechanism for investors to opt out of electronic delivery at any time and receive paper versions of regulatory documents;
(5)
require measures reasonably designed to identify and remediate failed electronic deliveries of regulatory documents;
(6)
set forth minimum requirements regarding readability and retainability for regulatory documents that are delivered electronically; and
(7)
for covered entities other than brokers, dealers, investment advisers registered with the Commission, and investment companies, require measures reasonably designed to ensure the confidentiality of personal information in regulatory documents that are delivered to investors electronically.
(c)
Treatment of revisions not completed in a timely manner
If the Commission fails to finalize the rules, regulations, amendments, or interpretations required under subsection (a) before the date specified in such subsection—
(1)
a covered entity may deliver regulatory documents using electronic delivery in accordance with subsection (b); and
(2)
such electronic delivery shall be deemed to satisfy the obligation of the covered entity to deliver regulatory documents required under the securities laws.
(d)
Other required actions
(1)
Review of rules
The Commission shall—
(A)
not later than 180 days after the date of enactment of this Act, conduct a review of the rules and regulations of the Commission to determine whether any such rules or regulations require delivery of written documents to investors; and
(B)
not later than 1 year after the date of enactment of this Act, promulgate amendments to such rules or regulations to provide that any requirement to deliver a regulatory document in writing may be satisfied by electronic delivery.
(2)
Actions by self-regulatory organizations
Each self-regulatory organization shall adopt rules and regulations, or amend the rules and regulations of the self-regulatory organization, consistent with this Act and consistent with rules, regulations, amendments, or interpretations finalized by the Commission pursuant to subsection (a).
(3)
Applicability
This subsection shall not apply to a rule or regulation issued pursuant to a Federal statute if that Federal statute specifically requires delivery of written documents to investors.
(e)
Exemption from certain requirements
Section 101(c) of the Electronic Signatures in Global and National Commerce Act ( 15 U.S.C. 7001(c) ) shall not apply with respect to a regulatory document delivered in accordance with this section.
(f)
Rule of construction
Nothing in this section shall be construed as altering the substance or timing of any regulatory document obligation under the securities laws or regulations of a self-regulatory organization.