[Congressional Bills 113th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4569 Referred in Senate (RFS)]

113th CONGRESS
  2d Session
                                H. R. 4569


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            December 3, 2014

Received; read twice and referred to the Committee on Banking, Housing, 
                           and Urban Affairs

_______________________________________________________________________

                                 AN ACT


 
   To require the Securities and Exchange Commission to make certain 
 improvements to form 10-K and regulation S-K, 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 ``Disclosure Modernization and 
Simplification Act of 2014''.

SEC. 2. SUMMARY PAGE FOR FORM 10-K.

    Not later than the end of the 180-day period beginning on the date 
of the enactment of this Act, the Securities and Exchange Commission 
shall issue regulations to permit issuers to submit a summary page on 
form 10-K (17 CFR 249.310), but only if each item on such summary page 
includes a cross-reference (by electronic link or otherwise) to the 
material contained in form 10-K to which such item relates.

SEC. 3. IMPROVEMENT OF REGULATION S-K.

    Not later than the end of the 180-day period beginning on the date 
of the enactment of this Act, the Securities and Exchange Commission 
shall take all such actions to revise regulation S-K (17 CFR 229.10 et 
seq.)--
            (1) to further scale or eliminate requirements of 
        regulation S-K, in order to reduce the burden on emerging 
        growth companies, accelerated filers, smaller reporting 
        companies, and other smaller issuers, while still providing all 
        material information to investors;
            (2) to eliminate provisions of regulation S-K, required for 
        all issuers, that are duplicative, overlapping, outdated, or 
        unnecessary; and
            (3) for which the Commission determines that no further 
        study under section 4 is necessary to determine the efficacy of 
        such revisions to regulation S-K.

SEC. 4. STUDY ON MODERNIZATION AND SIMPLIFICATION OF REGULATION S-K.

    (a) Study.--The Securities and Exchange Commission shall carry out 
a study of the requirements contained in regulation S-K (17 CFR 229.10 
et seq.). Such study shall--
            (1) determine how best to modernize and simplify such 
        requirements in a manner that reduces the costs and burdens on 
        issuers while still providing all material information;
            (2) emphasize a company by company approach that allows 
        relevant and material information to be disseminated to 
        investors without boilerplate language or static requirements 
        while preserving completeness and comparability of information 
        across registrants; and
            (3) evaluate methods of information delivery and 
        presentation and explore methods for discouraging repetition 
        and the disclosure of immaterial information.
    (b) Consultation.--In conducting the study required under 
subsection (a), the Commission shall consult with the Investor Advisory 
Committee and the Advisory Committee on Small and Emerging Companies.
    (c) Report.--Not later than the end of the 360-day period beginning 
on the date of enactment of this Act, the Commission shall issue a 
report to the Congress containing--
            (1) all findings and determinations made in carrying out 
        the study required under subsection (a);
            (2) specific and detailed recommendations on modernizing 
        and simplifying the requirements in regulation S-K in a manner 
        that reduces the costs and burdens on companies while still 
        providing all material information; and
            (3) specific and detailed recommendations on ways to 
        improve the readability and navigability of disclosure 
        documents and to discourage repetition and the disclosure of 
        immaterial information.
    (d) Rulemaking.--Not later than the end of the 360-day period 
beginning on the date that the report is issued to the Congress under 
subsection (c), the Commission shall issue a proposed rule to implement 
the recommendations of the report issued under subsection (c).
    (e) Rule of Construction.--Revisions made to regulation S-K by the 
Commission under section 3 shall not be construed as satisfying the 
rulemaking requirements under this section.

            Passed the House of Representatives December 2, 2014.

            Attest:

                                                 KAREN L. HAAS,

                                                                 Clerk.