NASAA Urges Congress to Reject the "INVEST Act"

The North American Securities Administrators Association ("NASAA") urged Congress to vote against H.R. 3383, the "Increasing Investor Opportunities Act." NASAA claimed the legislation would weaken public market disclosure requirements without providing essential investor protections.

In a letter to Republican Speaker Mike Johnson and Democratic Leader Hakeem Jeffries, NASAA asserted the bill would create "larger, darker markets" where "opacity threatens to expose retail and institutional investors to fraud and scams." NASAA claimed the legislation's mix of boosting private markets while weakening public market disclosure would not result in more public offerings by well-run businesses. The association warned that expanded private markets with inadequate transparency could have "systemic consequences for...financial market stability."

NASAA stated it cannot support any accredited investor legislation without Congress first incorporating private securities disclosure requirements. The association offered its draft legislation, the "Fixing Our Risky Markets Disclosures Act of 2025" (FORM D Act), to strengthen disclosure requirements. NASAA also provided technical comments on approximately 10 discussion draft bills related to the accredited investor definition.

In addition, NASAA identified concerns about illiquidity risks that may make many private market investments unsuitable for retail investors.