Congress opens private investment to all—with just a 2-page risk form
H.R. 145 — Risk Disclosure and Investor Attestation Act · Filed by Warren Davidson (R-OH) · Introduced Jan 3, 2025 · Referred to committee
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What it does
This bill amends the Securities Act of 1933 to allow individual investors to buy shares in private companies if they sign a form (no longer than 2 pages) attesting they understand the risks. The SEC must create this form within one year. Currently, private investment is restricted to accredited investors (high net worth) and qualified institutional buyers; this bill creates a new pathway for ordinary individuals to invest in private companies by simply acknowledging the risks.
Why we flagged it
The bill's operative mechanism is to lower barriers to private investment by replacing a categorical prohibition with a simple attestation requirement. This is functionally a deregulation of private capital markets, not a consumer-protection or disclosure measure—the 2-page form is a gate, not a safeguard.
What the text implies
- A 2-page risk attestation may create false confidence in unsophisticated investors, who may sign without fully understanding illiquidity, lack of SEC oversight, or fraud risk in private securities.
- Private issuers gain access to retail capital without the disclosure, reporting, or governance requirements public companies face, potentially enabling regulatory arbitrage.
The full analysis lists 4 implications of this text.
Who stands to gain
private equity firms; venture capital funds; private issuers and startups