President Obama Signs Highway Bill with Multiple Financial Services Provisions

President Obama signed the "Surface Transportation and Reauthorization and Reform Act of 2015" (H.R. 22) (the "FAST Act") into law. The act includes a number of financial services provisions in Titles LXXI to LXXXVI (Titles 71-86).

Provisions that affect the JOBS Act include the following:

• Title LXXI - "Improving Access to Capital for Emerging Growth Companies" ("EGC") - (i) reduces the time during which an EGC must wait to conduct a road show after filing documents confidentially with the SEC from 21 days to 15 days, (ii) effectively extends the time during which an issuer may be treated as an EGC following the confidential filing of documents with the SEC to, at a minimum, the shorter of that date the EGC completes its IPO or the end of the one year period beginning on the date it no longer meets the substantive requirements of being an EGC, and (iii) allows an EGC not to include financial information in its filings with the SEC that the issuer does not believe will be required in its ultimate registration statement; i.e., it does not have to include in preliminary filings those financial statements that will be outdated by the time of the effectiveness of the registration statement.

• Title LXXII - "Disclosure Modernization and Simplification" - directs the SEC to (i) simplify its disclosure regime for small issuers and (ii) revise Regulation S-K to eliminate duplicative, outdated or unnecessary Regulation S-K disclosure requirements for all issuers.
• Title LXXII - "Study on Modernization and Simplification of Regulation S-K" - conducts a study of disclosure requirements for registered issuers for the purpose of modernizing and simplifying them, as well as reducing costs.
• Title LXXII - "SBIC Advisers Relief" - expands the scope of the registration relief provided to advisers to certain venture capital funds in order to include advisers for certain small business investment companies.
• Title LXXV - "Eliminate Privacy Notice Confusion" - eliminates the requirement that financial institutions send annual privacy notices where, among other requirements, the institutions have not changed their conduct and make only limited use of any personal information, as provided by law.
• Title LXXVI - "Reforming Access for Investments in Startup Enterprises" - amends the Securities Act to provide a statutory exemption for certain private secondary market transactions from security registration requirements, subject to a variety of disclosure and marketing requirements.
• Title LXXXIV - "Small Company Simple Registration" - directs the SEC to revise Form S-1 in order to allow a smaller reporting company to incorporate by reference any documents it files with the SEC in a registration statement filed on that Form S-1 after the registration statement's effective date.

In addition, Titles 82, 83 and 85 (and their Latin equivalents) are intended to provide some degree of regulatory relief for small banks.

Title 86 facilitates the authority of the CFTC to share information with non-U.S. regulators by eliminating the requirement that it first obtain an indemnity for any violations of a confidentiality agreement with respect to the shared information. Title 86 had generally been regarded as problematic by U.S. regulators in that non-U.S. regulators were not willing to provide an indemnity and thus U.S. regulators were effectively precluded from sharing information.