Mandatory Materiality Requirement Act of 2022

Section 2(b) of the Securities Act of 1933 (15 U.S.C. 77b(b)) is amended—

(1) in the subsection heading, by inserting; limitation on disclosure requirements after Formation;

(2) by striking Whenever and inserting the following:

Whenever; and

(3) by adding at the end the following:

Whenever pursuant to this title the Commission is engaged in rulemaking regarding disclosure obligations of issuers, the Commission may impose a disclosure requirement on an issuer only if the Commission expressly determines that there is a substantial likelihood that a reasonable investor of the issuer would consider the information disclosed to the Commission under the requirement to be important with respect to an investment decision regarding the issuer.

Subparagraph (A) shall not apply with respect to the removal of any disclosure requirement with respect to an issuer.

For the purposes of this paragraph, information is important with respect to an investment decision made by an investor if there is a substantial likelihood that the investor would view the failure to disclose that information as having significantly altered the total mix of information made available to the investor.

Section 3(f) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(f)) is amended—

(1) in the subsection heading, by inserting; limitation on disclosure requirements after Formation;

(2) by striking Whenever and inserting the following:

Whenever; and

(3) by adding at the end the following:

Whenever pursuant to this title the Commission is engaged in rulemaking regarding disclosure obligations of issuers, the Commission may impose a disclosure requirement on an issuer only if the Commission expressly determines that there is a substantial likelihood that a reasonable investor of the issuer would consider the information disclosed to the Commission under the requirement to be important with respect to an investment decision regarding the issuer.

Subparagraph (A) shall not apply with respect to the removal of any disclosure requirement with respect to an issuer.

For the purposes of this paragraph, information is important with respect to an investment decision made by an investor if there is a substantial likelihood that the investor would view the failure to disclose that information as having significantly altered the total mix of information made available to the investor.