[Congressional Bills 113th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5405 Engrossed in House (EH)]

113th CONGRESS
  2d Session
                                H. R. 5405

_______________________________________________________________________

                                 AN ACT


 
To make technical corrections to the Dodd-Frank Wall Street Reform and 
 Consumer Protection Act, to enhance the ability of small and emerging 
growth companies to access capital through public and private markets, 
         to reduce regulatory burdens, 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 ``Promoting Job Creation and Reducing 
Small Business Burdens Act''.

SEC. 2. TABLE OF CONTENTS.

    The table of contents for this Act is as follows:

Sec. 1. Short title.
Sec. 2. Table of contents.
     TITLE I--BUSINESS RISK MITIGATION AND PRICE STABILIZATION ACT

Sec. 101. Margin requirements.
Sec. 102. Implementation.
             TITLE II--TREATMENT OF AFFILIATE TRANSACTIONS

Sec. 201. Treatment of affiliate transactions.
   TITLE III--HOLDING COMPANY REGISTRATION THRESHOLD EQUALIZATION ACT

Sec. 301. Registration threshold for savings and loan holding 
                            companies.
 TITLE IV--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE 
                           SIMPLIFICATION ACT

Sec. 401. Registration exemption for merger and acquisition brokers.
Sec. 402. Effective date.
                TITLE V--SMALL CAP LIQUIDITY REFORM ACT

Sec. 501. Liquidity pilot program for securities of certain emerging 
                            growth companies.
TITLE VI--IMPROVING ACCESS TO CAPITAL FOR EMERGING GROWTH COMPANIES ACT

Sec. 601. Filing requirement for public filing prior to public 
                            offering.
Sec. 602. Grace period for change of status of emerging growth 
                            companies.
Sec. 603. Simplified disclosure requirements for emerging growth 
                            companies.
         TITLE VII--SMALL COMPANY DISCLOSURE SIMPLIFICATION ACT

Sec. 701. Exemption from XBRL requirements for emerging growth 
                            companies and other smaller companies.
Sec. 702. Analysis by the SEC.
Sec. 703. Report to Congress.
Sec. 704. Definitions.
   TITLE VIII--RESTORING PROVEN FINANCING FOR AMERICAN EMPLOYERS ACT

Sec. 801. Rules of construction relating to collateralized loan 
                            obligations.
                   TITLE IX--SBIC ADVISERS RELIEF ACT

Sec. 901. Advisers of SBICs and venture capital funds.
Sec. 902. Advisers of SBICs and private funds.
Sec. 903. Relationship to State law.
        TITLE X--DISCLOSURE MODERNIZATION AND SIMPLIFICATION ACT

Sec. 1001. Summary page for form 10-K.
Sec. 1002. Improvement of regulation S-K.
Sec. 1003. Study on modernization and simplification of regulation S-K.
              TITLE XI--ENCOURAGING EMPLOYEE OWNERSHIP ACT

Sec. 1101. Increased threshold for disclosures relating to compensatory 
                            benefit plans.

     TITLE I--BUSINESS RISK MITIGATION AND PRICE STABILIZATION ACT

SEC. 101. MARGIN REQUIREMENTS.

    (a) Commodity Exchange Act Amendment.--Section 4s(e) of the 
Commodity Exchange Act (7 U.S.C. 6s(e)), as added by section 731 of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act, is amended 
by adding at the end the following new paragraph:
            ``(4) Applicability with respect to counterparties.--The 
        requirements of paragraphs (2)(A)(ii) and (2)(B)(ii), including 
        the initial and variation margin requirements imposed by rules 
        adopted pursuant to paragraphs (2)(A)(ii) and (2)(B)(ii), shall 
        not apply to a swap in which a counterparty qualifies for an 
        exception under section 2(h)(7)(A), or an exemption issued 
        under section 4(c)(1) from the requirements of section 
        2(h)(1)(A) for cooperative entities as defined in such 
        exemption, or satisfies the criteria in section 2(h)(7)(D).''.
    (b) Securities Exchange Act Amendment.--Section 15F(e) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o-10(e)), as added by 
section 764(a) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act, is amended by adding at the end the following new 
paragraph:
            ``(4) Applicability with respect to counterparties.--The 
        requirements of paragraphs (2)(A)(ii) and (2)(B)(ii) shall not 
        apply to a security-based swap in which a counterparty 
        qualifies for an exception under section 3C(g)(1) or satisfies 
        the criteria in section 3C(g)(4).''.

SEC. 102. IMPLEMENTATION.

    The amendments made by this title to the Commodity Exchange Act 
shall be implemented--
            (1) without regard to--
                    (A) chapter 35 of title 44, United States Code; and
                    (B) the notice and comment provisions of section 
                553 of title 5, United States Code;
            (2) through the promulgation of an interim final rule, 
        pursuant to which public comment will be sought before a final 
        rule is issued; and
            (3) such that paragraph (1) shall apply solely to changes 
        to rules and regulations, or proposed rules and regulations, 
        that are limited to and directly a consequence of such 
        amendments.

             TITLE II--TREATMENT OF AFFILIATE TRANSACTIONS

SEC. 201. TREATMENT OF AFFILIATE TRANSACTIONS.

    (a) In General.--
            (1) Commodity exchange act amendment.--Section 
        2(h)(7)(D)(i) of the Commodity Exchange Act (7 U.S.C. 
        2(h)(7)(D)(i)) is amended to read as follows:
                            ``(i) In general.--An affiliate of a person 
                        that qualifies for an exception under 
                        subparagraph (A) (including affiliate entities 
                        predominantly engaged in providing financing 
                        for the purchase of the merchandise or 
                        manufactured goods of the person) may qualify 
                        for the exception only if the affiliate enters 
                        into the swap to hedge or mitigate the 
                        commercial risk of the person or other 
                        affiliate of the person that is not a financial 
                        entity, provided that if the transfer of 
                        commercial risk is addressed by entering into a 
                        swap with a swap dealer or major swap 
                        participant, an appropriate credit support 
                        measure or other mechanism is utilized.''.
            (2) Securities exchange act of 1934 amendment.--Section 
        3C(g)(4)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 
        78c-3(g)(4)(A)) is amended to read as follows:
                    ``(A) In general.--An affiliate of a person that 
                qualifies for an exception under paragraph (1) 
                (including affiliate entities predominantly engaged in 
                providing financing for the purchase of the merchandise 
                or manufactured goods of the person) may qualify for 
                the exception only if the affiliate enters into the 
                security-based swap to hedge or mitigate the commercial 
                risk of the person or other affiliate of the person 
                that is not a financial entity, provided that if the 
                transfer of commercial risk is addressed by entering 
                into a security-based swap with a security-based swap 
                dealer or major security-based swap participant, an 
                appropriate credit support measure or other mechanism 
                is utilized.''.
    (b) Applicability of Credit Support Measure Requirement.--
Notwithstanding section 371 of this Act, the requirements in section 
2(h)(7)(D)(i) of the Commodity Exchange Act and section 3C(g)(4)(A) of 
the Securities Exchange Act of 1934, as amended by subsection (a), 
requiring that a credit support measure or other mechanism be utilized 
if the transfer of commercial risk referred to in such sections is 
addressed by entering into a swap with a swap dealer or major swap 
participant or a security-based swap with a security-based swap dealer 
or major security-based swap participant, as appropriate, shall not 
apply with respect to swaps or security-based swaps, as appropriate, 
entered into before the date of the enactment of this Act.

   TITLE III--HOLDING COMPANY REGISTRATION THRESHOLD EQUALIZATION ACT

SEC. 301. REGISTRATION THRESHOLD FOR SAVINGS AND LOAN HOLDING 
              COMPANIES.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended--
            (1) in section 12(g)--
                    (A) in paragraph (1)(B), by inserting after ``is a 
                bank'' the following: ``, a savings and loan holding 
                company (as defined in section 10 of the Home Owners' 
                Loan Act),''; and
                    (B) in paragraph (4), by inserting after ``case of 
                a bank'' the following: ``, a savings and loan holding 
                company (as defined in section 10 of the Home Owners' 
                Loan Act),''; and
            (2) in section 15(d), by striking ``case of bank'' and 
        inserting the following: ``case of a bank, a savings and loan 
        holding company (as defined in section 10 of the Home Owners' 
        Loan Act),''.

 TITLE IV--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE 
                           SIMPLIFICATION ACT

SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION BROKERS.

    Section 15(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(b)) is amended by adding at the end the following:
            ``(13) Registration exemption for merger and acquisition 
        brokers.--
                    ``(A) In general.--Except as provided in 
                subparagraph (B), an M&A broker shall be exempt from 
                registration under this section.
                    ``(B) Excluded activities.--An M&A broker is not 
                exempt from registration under this paragraph if such 
                broker does any of the following:
                            ``(i) Directly or indirectly, in connection 
                        with the transfer of ownership of an eligible 
                        privately held company, receives, holds, 
                        transmits, or has custody of the funds or 
                        securities to be exchanged by the parties to 
                        the transaction.
                            ``(ii) Engages on behalf of an issuer in a 
                        public offering of any class of securities that 
                        is registered, or is required to be registered, 
                        with the Commission under section 12 or with 
                        respect to which the issuer files, or is 
                        required to file, periodic information, 
                        documents, and reports under subsection (d).
                    ``(C) Rule of construction.--Nothing in this 
                paragraph shall be construed to limit any other 
                authority of the Commission to exempt any person, or 
                any class of persons, from any provision of this title, 
                or from any provision of any rule or regulation 
                thereunder.
                    ``(D) Definitions.--In this paragraph:
                            ``(i) Control.--The term `control' means 
                        the power, directly or indirectly, to direct 
                        the management or policies of a company, 
                        whether through ownership of securities, by 
                        contract, or otherwise. There is a presumption 
                        of control for any person who--
                                    ``(I) is a director, general 
                                partner, member or manager of a limited 
                                liability company, or officer 
                                exercising executive responsibility (or 
                                has similar status or functions);
                                    ``(II) has the right to vote 20 
                                percent or more of a class of voting 
                                securities or the power to sell or 
                                direct the sale of 20 percent or more 
                                of a class of voting securities; or
                                    ``(III) in the case of a 
                                partnership or limited liability 
                                company, has the right to receive upon 
                                dissolution, or has contributed, 20 
                                percent or more of the capital.
                            ``(ii) Eligible privately held company.--
                        The term `eligible privately held company' 
                        means a company that meets both of the 
                        following conditions:
                                    ``(I) The company does not have any 
                                class of securities registered, or 
                                required to be registered, with the 
                                Commission under section 12 or with 
                                respect to which the company files, or 
                                is required to file, periodic 
                                information, documents, and reports 
                                under subsection (d).
                                    ``(II) In the fiscal year ending 
                                immediately before the fiscal year in 
                                which the services of the M&A broker 
                                are initially engaged with respect to 
                                the securities transaction, the company 
                                meets either or both of the following 
                                conditions (determined in accordance 
                                with the historical financial 
                                accounting records of the company):
                                            ``(aa) The earnings of the 
                                        company before interest, taxes, 
                                        depreciation, and amortization 
                                        are less than $25,000,000.
                                            ``(bb) The gross revenues 
                                        of the company are less than 
                                        $250,000,000.
                            ``(iii) M&A broker.--The term `M&A broker' 
                        means a broker, and any person associated with 
                        a broker, engaged in the business of effecting 
                        securities transactions solely in connection 
                        with the transfer of ownership of an eligible 
                        privately held company, regardless of whether 
                        the broker acts on behalf of a seller or buyer, 
                        through the purchase, sale, exchange, issuance, 
                        repurchase, or redemption of, or a business 
                        combination involving, securities or assets of 
                        the eligible privately held company, if the 
                        broker reasonably believes that--
                                    ``(I) upon consummation of the 
                                transaction, any person acquiring 
                                securities or assets of the eligible 
                                privately held company, acting alone or 
                                in concert, will control and, directly 
                                or indirectly, will be active in the 
                                management of the eligible privately 
                                held company or the business conducted 
                                with the assets of the eligible 
                                privately held company; and
                                    ``(II) if any person is offered 
                                securities in exchange for securities 
                                or assets of the eligible privately 
                                held company, such person will, prior 
                                to becoming legally bound to consummate 
                                the transaction, receive or have 
                                reasonable access to the most recent 
                                year-end balance sheet, income 
                                statement, statement of changes in 
                                financial position, and statement of 
                                owner's equity of the issuer of the 
                                securities offered in exchange, and, if 
                                the financial statements of the issuer 
                                are audited, the related report of the 
                                independent auditor, a balance sheet 
                                dated not more than 120 days before the 
                                date of the offer, and information 
                                pertaining to the management, business, 
                                results of operations for the period 
                                covered by the foregoing financial 
                                statements, and material loss 
                                contingencies of the issuer.
                    ``(E) Inflation adjustment.--
                            ``(i) In general.--On the date that is 5 
                        years after the date of the enactment of the 
                        Small Business Mergers, Acquisitions, Sales, 
                        and Brokerage Simplification Act of 2014, and 
                        every 5 years thereafter, each dollar amount in 
                        subparagraph (D)(ii)(II) shall be adjusted by--
                                    ``(I) dividing the annual value of 
                                the Employment Cost Index For Wages and 
                                Salaries, Private Industry Workers (or 
                                any successor index), as published by 
                                the Bureau of Labor Statistics, for the 
                                calendar year preceding the calendar 
                                year in which the adjustment is being 
                                made by the annual value of such index 
                                (or successor) for the calendar year 
                                ending December 31, 2012; and
                                    ``(II) multiplying such dollar 
                                amount by the quotient obtained under 
                                subclause (I).
                            ``(ii) Rounding.--Each dollar amount 
                        determined under clause (i) shall be rounded to 
                        the nearest multiple of $100,000.''.

SEC. 402. EFFECTIVE DATE.

    This Act and any amendment made by this Act shall take effect on 
the date that is 90 days after the date of the enactment of this Act.

                TITLE V--SMALL CAP LIQUIDITY REFORM ACT

SEC. 501. LIQUIDITY PILOT PROGRAM FOR SECURITIES OF CERTAIN EMERGING 
              GROWTH COMPANIES.

    (a) In General.--Section 11A(c)(6) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78k-1(c)(6)) is amended to read as follows:
    ``(6) Liquidity Pilot Program for Securities of Certain Emerging 
Growth Companies.--
            ``(A) Quoting increment.--Beginning on the date that is 90 
        days after the date of the enactment of the Small Cap Liquidity 
        Reform Act of 2014, the securities of a covered emerging growth 
        company shall be quoted using--
                    ``(i) a minimum increment of $0.05; or
                    ``(ii) if, not later than 60 days after such date 
                of enactment, the company so elects in the manner 
                described in subparagraph (D)--
                            ``(I) a minimum increment of $0.10; or
                            ``(II) the increment at which such 
                        securities would be quoted without regard to 
                        the minimum increments established under this 
                        paragraph.
            ``(B) Trading increment.--In the case of a covered emerging 
        growth company the securities of which are quoted at a minimum 
        increment of $0.05 or $0.10 under this paragraph, the 
        Commission shall determine the increment at which the 
        securities of such company are traded.
            ``(C) Future right to opt out or change minimum 
        increment.--
                    ``(i) In general.--At any time beginning on the 
                date that is 90 days after the date of the enactment of 
                the Small Cap Liquidity Reform Act of 2014, a covered 
                emerging growth company the securities of which are 
                quoted at a minimum increment of $0.05 or $0.10 under 
                this paragraph may elect in the manner described in 
                subparagraph (D)--
                            ``(I) for the securities of such company to 
                        be quoted at the increment at which such 
                        securities would be quoted without regard to 
                        the minimum increments established under this 
                        paragraph; or
                            ``(II) to change the minimum increment at 
                        which the securities of such company are quoted 
                        from $0.05 to $0.10 or from $0.10 to $0.05.
                    ``(ii) When election effective.--An election under 
                this subparagraph shall take effect on the date that is 
                30 days after such election is made.
                    ``(iii) Single election to change minimum 
                increment.--A covered emerging growth company may not 
                make more than one election under clause (i)(II).
            ``(D) Manner of election.--
                    ``(i) In general.--An election is made in the 
                manner described in this subparagraph by informing the 
                Commission of such election.
                    ``(ii) Notification of exchanges and other trading 
                venues.--Upon being informed of an election under 
                clause (i), the Commission shall notify each exchange 
                or other trading venue where the securities of the 
                covered emerging growth company are quoted or traded.
            ``(E) Issuers ceasing to be covered emerging growth 
        companies.--
                    ``(i) In general.--If an issuer the securities of 
                which are quoted at a minimum increment of $0.05 or 
                $0.10 under this paragraph ceases to be a covered 
                emerging growth company, the securities of such issuer 
                shall be quoted at the increment at which such 
                securities would be quoted without regard to the 
                minimum increments established under this paragraph.
                    ``(ii) Exceptions.--The Commission may by 
                regulation, as the Commission considers appropriate, 
                specify any circumstances under which an issuer shall 
                continue to be considered a covered emerging growth 
                company for purposes of this paragraph after the issuer 
                ceases to meet the requirements of subparagraph (L)(i).
            ``(F) Securities trading below $1.--
                    ``(i) Initial price.--
                            ``(I) At effective date.--If the trading 
                        price of the securities of a covered emerging 
                        growth company is below $1 at the close of the 
                        last trading day before the date that is 90 
                        days after the date of the enactment of the 
                        Small Cap Liquidity Reform Act of 2014, the 
                        securities of such company shall be quoted 
                        using the increment at which such securities 
                        would be quoted without regard to the minimum 
                        increments established under this paragraph.
                            ``(II) At ipo.--If a covered emerging 
                        growth company makes an initial public offering 
                        after the day described in subclause (I) and 
                        the first share of the securities of such 
                        company is offered to the public at a price 
                        below $1, the securities of such company shall 
                        be quoted using the increment at which such 
                        securities would be quoted without regard to 
                        the minimum increments established under this 
                        paragraph.
                    ``(ii) Average trading price.--If the average 
                trading price of the securities of a covered emerging 
                growth company falls below $1 for any 90-day period 
                beginning on or after the day before the date of the 
                enactment of the Small Cap Liquidity Reform Act of 
                2014, the securities of such company shall, after the 
                end of such period, be quoted using the increment at 
                which such securities would be quoted without regard to 
                the minimum increments established under this 
                paragraph.
            ``(G) Fraud or manipulation.--If the Commission determines 
        that a covered emerging growth company has violated any 
        provision of the securities laws prohibiting fraudulent, 
        manipulative, or deceptive acts or practices, the securities of 
        such company shall, after the date of the determination, be 
        quoted using the increment at which such securities would be 
        quoted without regard to the minimum increments established 
        under this paragraph.
            ``(H) Ineligibility for increased minimum increment 
        permanent.--The securities of an issuer may not be quoted at a 
        minimum increment of $0.05 or $0.10 under this paragraph at any 
        time after--
                    ``(i) such issuer makes an election under 
                subparagraph (A)(ii)(II);
                    ``(ii) such issuer makes an election under 
                subparagraph (C)(i)(I), except during the period before 
                such election takes effect; or
                    ``(iii) the securities of such issuer are required 
                by this paragraph to be quoted using the increment at 
                which such securities would be quoted without regard to 
                the minimum increments established under this 
                paragraph.
            ``(I) Additional reports and disclosures.--The Commission 
        shall require a covered emerging growth company the securities 
        of which are quoted at a minimum increment of $0.05 or $0.10 
        under this paragraph to make such reports and disclosures as 
        the Commission considers necessary or appropriate in the public 
        interest or for the protection of investors.
            ``(J) Limitation of liability.--An issuer (or any officer, 
        director, manager, or other agent of such issuer) shall not be 
        liable to any person (other than such issuer) under any law or 
        regulation of the United States, any constitution, law, or 
        regulation of any State or political subdivision thereof, or 
        any contract or other legally enforceable agreement (including 
        any arbitration agreement) for any losses caused solely by the 
        quoting of the securities of such issuer at a minimum increment 
        of $0.05 or $0.10, by the trading of such securities at the 
        increment determined by the Commission under subparagraph (B), 
        or by both such quoting and trading, as provided in this 
        paragraph.
            ``(K) Report to congress.--Not later than 6 months after 
        the date of the enactment of the Small Cap Liquidity Reform Act 
        of 2014, and every 6 months thereafter, the Commission, in 
        coordination with each exchange on which the securities of 
        covered emerging growth companies are quoted or traded, shall 
        submit to Congress a report on the quoting and trading of 
        securities in increments permitted by this paragraph and the 
        extent to which such quoting and trading are increasing 
        liquidity and active trading by incentivizing capital 
        commitment, research coverage, and brokerage support, together 
        with any legislative recommendations the Commission may have.
            ``(L) Definitions.--In this paragraph:
                    ``(i) Covered emerging growth company.--The term 
                `covered emerging growth company' means an emerging 
                growth company, as defined in the first paragraph (80) 
                of section 3(a), except that--
                            ``(I) such paragraph shall be applied by 
                        substituting `$750,000,000' for 
                        `$1,000,000,000' each place it appears; and
                            ``(II) subparagraphs (B), (C), and (D) of 
                        such paragraph do not apply.
                    ``(ii) Security.--The term `security' means an 
                equity security.
            ``(M) Savings provision.--Notwithstanding any other 
        provision of this paragraph, the Commission may--
                    ``(i) make such adjustments to the pilot program 
                specified in this paragraph as the Commission considers 
                necessary or appropriate to ensure that such program 
                can provide statistically meaningful or reliable 
                results, including adjustments to eliminate selection 
                bias among participants, expand the number of 
                participants eligible to participate in such program, 
                and change the duration of such program for one or more 
                participants; and
                    ``(ii) conduct any other study or pilot program, in 
                conjunction with or separate from the pilot program 
                specified in this paragraph (as such program may be 
                adjusted pursuant to clause (i)), to evaluate quoting 
                or trading in various minimum increments.''.
    (b) Sunset.--Effective on the date that is 5 years after the date 
of the enactment of this Act, section 11A(c)(6) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78k-1(c)(6)) is repealed.

TITLE VI--IMPROVING ACCESS TO CAPITAL FOR EMERGING GROWTH COMPANIES ACT

SEC. 601. FILING REQUIREMENT FOR PUBLIC FILING PRIOR TO PUBLIC 
              OFFERING.

    Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) 
is amended by striking ``21 days'' and inserting ``15 days''.

SEC. 602. GRACE PERIOD FOR CHANGE OF STATUS OF EMERGING GROWTH 
              COMPANIES.

    Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) 
is further amended by adding at the end the following: ``An issuer that 
was an emerging growth company at the time it submitted a confidential 
registration statement or, in lieu thereof, a publicly filed 
registration statement for review under this subsection but ceases to 
be an emerging growth company thereafter shall continue to be treated 
as an emerging market growth company for the purposes of this 
subsection through the earlier of the date on which the issuer 
consummates its initial public offering pursuant to such registrations 
statement or the end of the 1-year period beginning on the date the 
company ceases to be an emerging growth company.''.

SEC. 603. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR EMERGING GROWTH 
              COMPANIES.

    Section 102 of the Jumpstart Our Business Startups Act (Public Law 
112-106) is amended by adding at the end the following:
    ``(d) Simplified Disclosure Requirements.--With respect to an 
emerging growth company (as such term is defined under section 2 of the 
Securities Act of 1933):
            ``(1) Requirement to include notice on form s-1.--Not later 
        than 30 days after the date of enactment of this subsection, 
        the Securities and Exchange Commission shall revise its general 
        instructions on Form S-1 to indicate that a registration 
        statement filed (or submitted for confidential review) by an 
        issuer prior to an initial public offering may omit financial 
        information for historical periods otherwise required by 
        regulation S-X (17 CFR 210.1-01 et seq.) as of the time of 
        filing (or confidential submission) of such registration 
        statement, provided that--
                    ``(A) the omitted financial information relates to 
                a historical period that the issuer reasonably believes 
                will not be required to be included in the Form S-1 at 
                the time of the contemplated offering; and
                    ``(B) prior to the issuer distributing a 
                preliminary prospectus to investors, such registration 
                statement is amended to include all financial 
                information required by such regulation S-X at the date 
                of such amendment.
            ``(2) Reliance by issuers.--Effective 30 days after the 
        date of enactment of this subsection, an issuer filing a 
        registration statement (or submitting the statement for 
        confidential review) on Form S-1 may omit financial information 
        for historical periods otherwise required by regulation S-X (17 
        CFR 210.1-01 et seq.) as of the time of filing (or confidential 
        submission) of such registration statement, provided that--
                    ``(A) the omitted financial information relates to 
                a historical period that the issuer reasonably believes 
                will not be required to be included in the Form S-1 at 
                the time of the contemplated offering; and
                    ``(B) prior to the issuer distributing a 
                preliminary prospectus to investors, such registration 
                statement is amended to include all financial 
                information required by such regulation S-X at the date 
                of such amendment.''.

         TITLE VII--SMALL COMPANY DISCLOSURE SIMPLIFICATION ACT

SEC. 701. EXEMPTION FROM XBRL REQUIREMENTS FOR EMERGING GROWTH 
              COMPANIES AND OTHER SMALLER COMPANIES.

    (a) Exemption for Emerging Growth Companies.--Emerging growth 
companies are exempted from the requirements to use Extensible Business 
Reporting Language (XBRL) for financial statements and other periodic 
reporting required to be filed with the Commission under the securities 
laws. Such companies may elect to use XBRL for such reporting.
    (b) Exemption for Other Smaller Companies.--Issuers with total 
annual gross revenues of less than $250,000,000 are exempt from the 
requirements to use XBRL for financial statements and other periodic 
reporting required to be filed with the Commission under the securities 
laws. Such issuers may elect to use XBRL for such reporting. An 
exemption under this subsection shall continue in effect until--
            (1) the date that is five years after the date of enactment 
        of this Act; or
            (2) the date that is two years after a determination by the 
        Commission, by order after conducting the analysis required by 
        section 702, that the benefits of such requirements to such 
        issuers outweigh the costs, but no earlier than three years 
        after enactment of this Act.
    (c) Modifications to Regulations.--Not later than 60 days after the 
date of enactment of this Act, the Commission shall revise its 
regulations under parts 229, 230, 232, 239, 240, and 249 of title 17, 
Code of Federal Regulations, to reflect the exemptions set forth in 
subsections (a) and (b).

SEC. 702. ANALYSIS BY THE SEC.

    The Commission shall conduct an analysis of the costs and benefits 
to issuers described in section 701(b) of the requirements to use XBRL 
for financial statements and other periodic reporting required to be 
filed with the Commission under the securities laws. Such analysis 
shall include an assessment of--
            (1) how such costs and benefits may differ from the costs 
        and benefits identified by the Commission in the order relating 
        to interactive data to improve financial reporting (dated 
        January 30, 2009; 74 Fed. Reg. 6776) because of the size of 
        such issuers;
            (2) the effects on efficiency, competition, capital 
        formation, and financing and on analyst coverage of such 
        issuers (including any such effects resulting from use of XBRL 
        by investors);
            (3) the costs to such issuers of--
                    (A) submitting data to the Commission in XBRL;
                    (B) posting data on the website of the issuer in 
                XBRL;
                    (C) software necessary to prepare, submit, or post 
                data in XBRL; and
                    (D) any additional consulting services or filing 
                agent services;
            (4) the benefits to the Commission in terms of improved 
        ability to monitor securities markets, assess the potential 
        outcomes of regulatory alternatives, and enhance investor 
        participation in corporate governance and promote capital 
        formation; and
            (5) the effectiveness of standards in the United States for 
        interactive filing data relative to the standards of 
        international counterparts.

SEC. 703. REPORT TO CONGRESS.

    Not later than one year after the date of enactment of this Act, 
the Commission shall provide the Committee on Financial Services of the 
House of Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate a report regarding--
            (1) the progress in implementing XBRL reporting within the 
        Commission;
            (2) the use of XBRL data by Commission officials;
            (3) the use of XBRL data by investors;
            (4) the results of the analysis required by section 702; 
        and
            (5) any additional information the Commission considers 
        relevant for increasing transparency, decreasing costs, and 
        increasing efficiency of regulatory filings with the 
        Commission.

SEC. 704. DEFINITIONS.

    As used in this title, the terms ``Commission'', ``emerging growth 
company'', ``issuer'', and ``securities laws'' have the meanings given 
such terms in section 3 of the Securities Exchange Act of 1934 (15 
U.S.C. 78c).

   TITLE VIII--RESTORING PROVEN FINANCING FOR AMERICAN EMPLOYERS ACT

SEC. 801. RULES OF CONSTRUCTION RELATING TO COLLATERALIZED LOAN 
              OBLIGATIONS.

    Section 13(g) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1851(g)) is amended by adding at the end the following new paragraphs:
            ``(4) Collateralized loan obligations.--
                    ``(A) Inapplicability to certain collateralized 
                loan obligations.--Nothing in this section shall be 
                construed to require the divestiture, prior to July 21, 
                2017, of any debt securities of collateralized loan 
                obligations, if such debt securities were issued before 
                January 31, 2014.
                    ``(B) Ownership interest with respect to 
                collateralized loan obligations.--A banking entity 
                shall not be considered to have an ownership interest 
                in a collateralized loan obligation because it 
                acquires, has acquired, or retains a debt security in 
                such collateralized loan obligation if the debt 
                security has no indicia of ownership other than the 
                right of the banking entity to participate in the 
                removal for cause, or in the selection of a replacement 
                after removal for cause or resignation, of an 
                investment manager or investment adviser of the 
                collateralized loan obligation.
                    ``(C) Definitions.--For purposes of this paragraph:
                            ``(i) Collateralized loan obligation.--The 
                        term `collateralized loan obligation' means any 
                        issuing entity of an asset-backed security, as 
                        defined in section 3(a)(77) of the Securities 
                        Exchange Act of 1934 (15 U.S.C. 78c(a)(77)), 
                        that is comprised primarily of commercial 
                        loans.
                            ``(ii) Removal for cause.--An investment 
                        manager or investment adviser shall be deemed 
                        to be removed `for cause' if the investment 
                        manager or investment adviser is removed as a 
                        result of--
                                    ``(I) a breach of a material term 
                                of the applicable management or 
                                advisory agreement or the agreement 
                                governing the collateralized loan 
                                obligation;
                                    ``(II) the inability of the 
                                investment manager or investment 
                                adviser to continue to perform its 
                                obligations under any such agreement;
                                    ``(III) any other action or 
                                inaction by the investment manager or 
                                investment adviser that has or could 
                                reasonably be expected to have a 
                                materially adverse effect on the 
                                collateralized loan obligation, if the 
                                investment manager or investment 
                                adviser fails to cure or take 
                                reasonable steps to cure such effect 
                                within a reasonable time; or
                                    ``(IV) a comparable event or 
                                circumstance that threatens, or could 
                                reasonably be expected to threaten, the 
                                interests of holders of the debt 
                                securities.''.

                   TITLE IX--SBIC ADVISERS RELIEF ACT

SEC. 901. ADVISERS OF SBICS AND VENTURE CAPITAL FUNDS.

    Section 203(l) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-3(l)) is amended--
            (1) by striking ``No investment adviser'' and inserting the 
        following:
            ``(1) In general.--No investment adviser''; and
            (2) by adding at the end the following:
            ``(2) Advisers of sbics.--For purposes of this subsection, 
        a venture capital fund includes an entity described in 
        subparagraph (A), (B), or (C) of subsection (b)(7) (other than 
        an entity that has elected to be regulated or is regulated as a 
        business development company pursuant to section 54 of the 
        Investment Company Act of 1940).''.

SEC. 902. ADVISERS OF SBICS AND PRIVATE FUNDS.

    Section 203(m) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-3(m)) is amended by adding at the end the following:
            ``(3) Advisers of sbics.--For purposes of this subsection, 
        the assets under management of a private fund that is an entity 
        described in subparagraph (A), (B), or (C) of subsection (b)(7) 
        (other than an entity that has elected to be regulated or is 
        regulated as a business development company pursuant to section 
        54 of the Investment Company Act of 1940) shall be excluded 
        from the limit set forth in paragraph (1).''.

SEC. 903. RELATIONSHIP TO STATE LAW.

    Section 203A(b)(1) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-3a(b)(1)) is amended--
            (1) in subparagraph (A), by striking ``or'' at the end;
            (2) in subparagraph (B), by striking the period at the end 
        and inserting ``; or''; and
            (3) by adding at the end the following:
                    ``(C) that is not registered under section 203 
                because that person is exempt from registration as 
                provided in subsection (b)(7) of such section, or is a 
                supervised person of such person.''.

        TITLE X--DISCLOSURE MODERNIZATION AND SIMPLIFICATION ACT

SEC. 1001. 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. 1002. 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 1003 is necessary to determine the efficacy 
        of such revisions to regulation S-K.

SEC. 1003. 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 1002 shall not be construed as satisfying the 
rulemaking requirements under this section.

              TITLE XI--ENCOURAGING EMPLOYEE OWNERSHIP ACT

SEC. 1101. INCREASED THRESHOLD FOR DISCLOSURES RELATING TO COMPENSATORY 
              BENEFIT PLANS.

    Not later than 60 days after the date of the enactment of this Act, 
the Securities and Exchange Commission shall revise section 230.701(e) 
of title 17, Code of Federal Regulations, so as to increase from 
$5,000,000 to $10,000,000 the aggregate sales price or amount of 
securities sold during any consecutive 12-month period in excess of 
which the issuer is required under such section to deliver an 
additional disclosure to investors. The Commission shall index for 
inflation such aggregate sales price or amount every 5 years to reflect 
the change in the Consumer Price Index for All Urban Consumers 
published by the Bureau of Labor Statistics, rounding to the nearest 
$1,000,000.

            Passed the House of Representatives September 16, 2014.

            Attest:

                                                                 Clerk.
113th CONGRESS

  2d Session

                               H. R. 5405

_______________________________________________________________________

                                 AN ACT

To make technical corrections to the Dodd-Frank Wall Street Reform and 
 Consumer Protection Act, to enhance the ability of small and emerging 
growth companies to access capital through public and private markets, 
         to reduce regulatory burdens, and for other purposes.