[Congressional Bills 113th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4569 Reported in House (RH)]

                                                 Union Calendar No. 482
113th CONGRESS
  2d Session
                                H. R. 4569

                          [Report No. 113-642]

   To require the Securities and Exchange Commission to make certain 
 improvements to form 10-K and regulation S-K, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                              May 6, 2014

 Mr. Garrett (for himself and Mr. Hurt) introduced the following bill; 
       which was referred to the Committee on Financial Services

                            December 2, 2014

                    Additional sponsor: Mr. Hultgren

                            December 2, 2014

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union and ordered to be printed
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]


_______________________________________________________________________

                                 A BILL


 
   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,

<DELETED>SECTION 1. SHORT TITLE.</DELETED>

<DELETED>    This Act may be cited as the ``Disclosure Modernization 
and Simplification Act of 2014''.</DELETED>

<DELETED>SEC. 2. SUMMARY PAGE FOR FORM 10-K.</DELETED>

<DELETED>    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 C.F.R. 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.</DELETED>

<DELETED>SEC. 3. IMPROVEMENT OF REGULATION S-K.</DELETED>

<DELETED>    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 revise regulation S-K (17 C.F.R. 229.10 et seq.)--
</DELETED>
        <DELETED>    (1) to further scale or eliminate requirements of 
        regulation S-K, in order to reduce the burden on emerging 
        growth companies, accelerated filers, and smaller reporting 
        companies, and other smaller issuers; and</DELETED>
        <DELETED>    (2) to eliminate provisions of regulation S-K, 
        required for all issuers, that are duplicative, overlapping, 
        outdated, or unnecessary.</DELETED>

<DELETED>SEC. 4. STUDY ON MODERNIZATION AND SIMPLIFICATION OF 
              REGULATION S-K.</DELETED>

<DELETED>    (a) Study.--The Securities and Exchange Commission shall 
carry out a study of the requirements contained in regulation S-K (17 
C.F.R. 229.10 et seq.). Such study shall--</DELETED>
        <DELETED>    (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;</DELETED>
        <DELETED>    (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</DELETED>
        <DELETED>    (3) evaluate methods of information delivery and 
        presentation and explore methods for discouraging repetition 
        and the disclosure of immaterial information.</DELETED>
<DELETED>    (b) 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--</DELETED>
        <DELETED>    (1) all findings and determinations made in 
        carrying out the study required under subsection (a);</DELETED>
        <DELETED>    (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</DELETED>
        <DELETED>    (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.</DELETED>
<DELETED>    (c) 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 (b), the Commission shall issue a proposed rule to 
implement the recommendations of the report issued under subsection 
(b).</DELETED>
<DELETED>    (d) 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.</DELETED>

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 C.F.R. 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 C.F.R. 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 C.F.R. 
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.
                                                 Union Calendar No. 482

113th CONGRESS

  2d Session

                               H. R. 4569

                          [Report No. 113-642]

_______________________________________________________________________

                                 A BILL

   To require the Securities and Exchange Commission to make certain 
 improvements to form 10-K and regulation S-K, and for other purposes.

_______________________________________________________________________

                            December 2, 2014

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union and ordered to be printed