[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[S. 1824 Introduced in Senate (IS)]

112th CONGRESS
  1st Session
                                S. 1824

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


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            November 8, 2011

   Mr. Toomey (for himself, Mr. Carper, Mr. Warner, and Mr. Johanns) 
introduced the following bill; which was read twice and referred to the 
            Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
   To amend the securities laws to establish certain thresholds for 
    shareholder registration under that Act, 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. SHORT TITLE.

    This Act may be cited as the ``Private Company Flexibility and 
Growth Act''.

SEC. 2. THRESHOLD FOR REGISTRATION.

    Section 12(g)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(1)) is amended by striking ``shall--'' and all that follows 
through ``register such'' and inserting ``shall, not later than 120 
days after the last day of its first fiscal year ended, 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 
persons, register such''.

SEC. 3. TREATMENT OF EMPLOYEE SECURITIES.

    Section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(5)) is amended by adding at the end the following: ``For 
purposes of determining whether an issuer is required to register a 
security with the Commission pursuant to paragraph (1), the definition 
of the term `held of record' shall not include securities that are held 
by persons who received the securities pursuant to an employee 
compensation plan in transactions exempted from the registration 
requirements of section 5 of the Securities Act of 1933.''.

SEC. 4. COMMISSION RULEMAKING.

    The Securities and Exchange Commission shall, not later than one 
year after the date of enactment of this Act--
            (1) revise the definition of the term ``held of record'' 
        pursuant to section 12(g)(5) of the Securities Exchange Act of 
        1934 (15 U.S.C. 78l(g)(5)) to implement the amendments made by 
        section 3; and
            (2) adopt safe harbor provisions that issuers can follow 
        when determining whether holders of their securities received 
        the securities pursuant to an employee compensation plan in 
        transactions that were exempt from the registration 
        requirements of section 5 of the Securities Act of 1933.

SEC. 5. SHAREHOLDER REGISTRATION THRESHOLD.

    (a) Amendment to Section 12 of the Securities Exchange Act of 
1934.--Section 12(g)(4) of the Securities Exchange Act of 1934 (15 
U.S.C. 78l(g)(4)) is amended 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), 1200''.
    (b) Amendment 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 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), 1200''.

SEC. 6. BANK EXEMPTION FROM MUNICIPAL ADVISOR REGISTRATION.

    Section 15B(e)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-4(e)(4)) is amended--
            (1) in subparagraph (A), by striking ``(who is not a 
        municipal entity, or an employee of a municipal entity)'' and 
        inserting ``(who is not a municipal entity, or an employee of a 
        municipal entity, or a person appointed to or volunteering on a 
        board, commission, committee, or similar function of a 
        municipal entity)''; and
            (2) in subparagraph (C), by inserting after ``include'' the 
        following: ``a bank (as defined in section (3)(a)(6)) or an 
        agency or branch of a foreign bank (as defined in paragraphs 
        (1) and (3), respectively, of section 1(b) of the International 
        Banking Act of 1978) (12 U.S.C. 3101),''.
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