[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[S. 556 Introduced in Senate (IS)]

112th CONGRESS
  1st Session
                                 S. 556

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


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             March 10, 2011

  Mrs. Hutchison (for herself and Mr. Pryor) 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, 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. 
781(g)) is amended--
            (1) in paragraph (1)--
                    (A) by striking subparagraphs (A) and (B) and 
                inserting the following:
            ``(1) 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), 2000 persons or 
        more; and
            ``(2) in the case of an issuer that is not a bank or bank 
        holding company, 500 persons or more,''; and
                    (B) by striking ``commerce shall'' and inserting 
                ``commerce shall, 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''; 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), 1200''.
    (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), 1200''.

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 benefits to investors of the 
                increased disclosure that results from registration;
                    (B) the incremental costs 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 one 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.
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