- StatesIncreases liquidity for eligible off‑exchange securities by removing state restrictions on secondary trading.
- StatesReduces compliance costs for broker‑dealers trading exempted securities across state lines.
- Targeted stakeholdersCreates a uniform national standard potentially lowering market entry barriers for small issuers.
Restoring the Secondary Trading Market Act
Referred to the House Committee on Financial Services.
The bill amends Section 18(a) of the Securities Act of 1933 to bar States from prohibiting, limiting, or imposing conditions on off-exchange secondary trading in securities of an issuer that makes specified current information publicly available.
The exemption applies where an issuer publishes the periodic and current reports referenced in 17 C.F.R. section 230.257(b) or the documents listed in 17 C.F.R. section 240.15c2-11(b).
The bill thereby creates a federal preemption over state regulation of certain off-exchange secondary trading when specified disclosure conditions are met.
Narrow, administrable change with industry appeal but significant federalism and investor-protection concerns reduce chances absent cross-branch compromises.
Relative to its intended legislative type, this bill is a concise substantive statutory amendment that clearly articulates its preemption objective and specifies the qualifying informational criteria by reference to existing regulations. It relies on delegation to the Commission for a critical definitional term and does not include implementation detail, fiscal acknowledgment, safeguards, or accountability mechanisms.
Progressives emphasize investor protection and state blue‑sky authority
Who stands to gain, and who may push back.
- Local governmentsPreempts state Blue Sky laws, reducing local authorities' ability to block risky offerings.
- Targeted stakeholdersMay increase investor exposure to fraud in lightly traded off‑exchange securities.
- Federal agenciesShifts enforcement responsibility toward federal regulators without providing additional resources.
Why the argument around this bill splits.
Progressives emphasize investor protection and state blue‑sky authority
Likely critical of the bill because it limits state-level investor protections and diminishes blue‑sky authority.
Concern will focus on weaker oversight for small or thinly‑traded securities and potential harm to retail investors if disclosures are minimal or unreliable.
Some skepticism arises that federal preemption reduces local regulators' ability to respond to fraud.
Views the bill with mixed pragmatism: appreciates reduced regulatory patchwork and potential liquidity gains, but worries about investor protection gaps.
Wants clearer definitions, SEC rulemaking authority, and preservation of anti‑fraud enforcement.
Support depends on accompanying SEC safeguards and cost/benefit details.
Likely favorable because the bill reduces state regulatory burdens and federalizes the standard for off‑exchange trading when issuers disclose information.
Emphasizes uniform national rules, market efficiency, and reduced compliance costs for capital formation.
Views state preemption as a pro‑market reform.
The path through Congress.
Reached or meaningfully advanced
Reached or meaningfully advanced
Still ahead
Still ahead
Still ahead
Narrow, administrable change with industry appeal but significant federalism and investor-protection concerns reduce chances absent cross-branch compromises.
- How the SEC will define 'off-exchange secondary trading'
- Level of organized industry support or opposition
Recent votes on the bill.
No vote history yet
The bill has not accumulated any surfaced votes yet.
Go deeper than the headline read.
Progressives emphasize investor protection and state blue‑sky authority
Narrow, administrable change with industry appeal but significant federalism and investor-protection concerns reduce chances absent cross-b…
Relative to its intended legislative type, this bill is a concise substantive statutory amendment that clearly articulates its preemption objective and specifies the qualifying informational criteria by reference to exi…
Go beyond the headline summary with full stakeholder mapping, legislative design analysis, passage barriers, and lens-by-lens tradeoff breakdowns.