[Congressional Bills 113th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5405 Referred in Senate (RFS)]
113th CONGRESS
2d Session
H. R. 5405
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
September 17 (legislative day, September 16), 2014
Received; read twice and referred to the Committee on Banking, Housing,
and Urban Affairs
_______________________________________________________________________
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:
KAREN L. HAAS,
Clerk.