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 SEC's rulemaking discretion is broad ('such form as the Commission shall establish'); if the form is boilerplate, it may function as a liability waiver rather than genuine disclosure.
- Retail investors in private securities have no secondary market to exit positions; illiquidity risk is not addressed by the bill and may not be adequately conveyed in a 2-page form.
Section numbers refer to the bill text the analysis read — linked under Primary records below.
Who it affects
Citizens gain new investment opportunities and market access, which can increase portfolio diversification and potential returns. However, private securities are inherently riskier and less regulated than public offerings; a 2-page risk form may be insufficient disclosure for unsophisticated investors, creating exposure to fraud, illiquidity, and total loss without the protections accredited-investor status or SEC oversight typically provide.
Who stands to gain
- private equity firms
- venture capital funds
- private issuers and startups
- crowdfunding platforms
Named in the bill
Securities and Exchange Commission (SEC), Securities Act of 1933, Section 2(a)(15)
Where it stands
- Jan 3, 2025 — Introduced · Congress.gov: “Introduced in House”
- Jan 3, 2025 — Referred to House Committee on Financial Services · Congress.gov: “Referred to the House Committee on Financial Services”
Dates and quoted wording are Congress.gov's action record; the timeline shows status changes, not every procedural step.
Money around this bill
1 lobbying clients named this bill on 1 disclosure filings across 1 quarter, Dec 2025 to Dec 2025. Those filings disclosed $17,960,000 in lobbying spend. A filing names 290 bills on average, so that figure is what each filing reported, not a share belonging to this bill.
More lobbying clients named this bill than 0% of bills with at least one filing.
Warren Davidson, the sponsor, reported $281,400 in PAC receipts in the 2026 cycle.
- Chamber of Commerce of the U.S.A. — $17,960,000 on 1 filing
Lobbying Disclosure Act filings through Jan 20, 2026. A filing shows who paid to lobby on a bill it names, not what changed.
How this was measured
Analysis — Quorum's AI read the bill text published by Congress.gov (1,075 characters) on Aug 12, 2026. Section numbers in the findings refer to that text, linked below; transparency and hidden-provision scores are compared against the median of 16,222 analysed bills.
Status and sponsors — Congress.gov's bill record — actions, committee referrals and cosponsors — loaded nightly. The timeline shows status changes, not every procedural action.
Money — Senate Lobbying Disclosure Act filings whose specific-issue field names this bill for quarters ending Dec 2025 to Dec 2025. A filing's amount is reported whole beside the median number of bills a filing names; it is never divided across them. PAC receipts are FEC-reported contributions to the sponsor's candidate committee in the 2026 cycle.
As of — lobbying records through Jan 20, 2026 · page rendered 2026-10-20.
“Congress opens private investment to all—with just a 2-page risk form” QuorumCivic. https://share.quorumcivic.app/bill/119/hr145 Report an error
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