[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[H.R. 1965 Engrossed in House (EH)]

112th CONGRESS
  1st Session
                                H. R. 1965

_______________________________________________________________________

                                 AN ACT


 
   To amend the securities laws to establish certain thresholds for 
           shareholder registration, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHAREHOLDER REGISTRATION THRESHOLD.

    (a) Amendments to Section 12 of the Securities Exchange Act of 
1934.--Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l (g)) is amended--
            (1) in paragraph (1)--
                    (A) by striking ``$1,000,000'' both places it 
                appears and inserting ``$10,000,000'';
                    (B) in subparagraph (A), by striking ``; and'' and 
                inserting a semicolon;
                    (C) in subparagraph (B), by striking the comma at 
                the end and inserting ``; and''; and
                    (D) by inserting after subparagraph (B) the 
                following:
            ``(C) in the case of an issuer that is a bank, as such term 
        is defined in section 3(a)(6) of this title, or a bank holding 
        company, as such term is defined in section 2 of the Bank 
        Holding Company Act of 1956 (12 U.S.C. 1841), not later than 
        120 days after the last day of its first fiscal year ended 
        after the effective date of this subsection, on which the 
        issuer has total assets exceeding $10,000,000 and a class of 
        equity security (other than an exempted security) held of 
        record by 2,000 or more persons,''; and
            (2) in paragraph (4), by striking ``three hundred'' and 
        inserting ``300 persons, or, in the case of a bank, as such 
        term is defined in section 3(a)(6), or a bank holding company, 
        as such term is defined in section (2) of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1841), 1,200''.
    (b) Amendments to Section 15 of the Securities Exchange Act of 
1934.--Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(d)) is amended, in the third sentence, by striking ``three 
hundred'' and inserting ``300 persons, or, in the case of bank, as such 
term is defined in section 3(a)(6), or a bank holding company, as such 
term is defined in section (2) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1841), 1,200''.

SEC. 2. STUDY AND REPORT ON REGISTRATION THRESHOLDS.

    (a) Study.--
            (1) Analysis required.--The Chief Economist and Director of 
        the Division of Corporation Finance of the Commission shall 
        jointly conduct a study, including a cost-benefit analysis, of 
        shareholder registration thresholds.
            (2) Costs and benefits.--The cost-benefit analysis under 
        paragraph (1) shall take into account--
                    (A) the incremental costs and benefits to investors 
                of the increased disclosure that results from 
                registration;
                    (B) the incremental costs and benefits to issuers 
                associated with registration and reporting 
                requirements; and
                    (C) the incremental administrative costs to the 
                Commission associated with different thresholds.
            (3) Thresholds.--The cost-benefit analysis under paragraph 
        (1) shall evaluate whether it is advisable to--
                    (A) increase the asset threshold;
                    (B) index the asset threshold to a measure of 
                inflation;
                    (C) increase the shareholder threshold;
                    (D) change the shareholder threshold to be based on 
                the number of beneficial owners; and
                    (E) create new thresholds based on other criteria.
    (b) Report.--Not later than 2 years after the date of enactment of 
this Act, the Chief Economist and the Director of the Division of 
Corporation Finance of the Commission shall jointly submit to the 
Committee on Banking, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Representatives a 
report that includes--
            (1) the findings of the study required under subsection 
        (a); and
            (2) recommendations for statutory changes to improve the 
        shareholder registration thresholds.

SEC. 3. RULEMAKING.

    Not later than 1 year after the date of enactment of this Act, the 
Commission shall issue final regulations to implement this Act and the 
amendments made by this Act.

            Passed the House of Representatives November 2, 2011.

            Attest:

                                                                 Clerk.
112th CONGRESS

  1st Session

                               H. R. 1965

_______________________________________________________________________

                                 AN ACT

   To amend the securities laws to establish certain thresholds for 
           shareholder registration, and for other purposes.