[Congressional Bills 114th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5983 Reported in House (RH)]

<DOC>





                                                 Union Calendar No. 693
114th CONGRESS
  2d Session
                                H. R. 5983

                      [Report No. 114-883, Part I]

     To create hope and opportunity for consumers, investors, and 
     entrepreneurs by ending bailouts and Too Big to Fail, holding 
    Washington and Wall Street accountable, eliminating red tape to 
increase access to capital and credit, and repealing the provisions of 
the Dodd-Frank Act that make America less prosperous, less stable, and 
                   less free, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                           September 9, 2016

     Mr. Hensarling (for himself, Mr. Garrett, Mr. Neugebauer, Mr. 
 Luetkemeyer, Mr. Huizenga of Michigan, and Mr. Duffy) introduced the 
   following bill; which was referred to the Committee on Financial 
 Services, and in addition to the Committees on Agriculture, Ways and 
 Means, the Judiciary, Oversight and Government Reform, Transportation 
and Infrastructure, Rules, the Budget, and Education and the Workforce, 
for a period to be subsequently determined by the Speaker, in each case 
for consideration of such provisions as fall within the jurisdiction of 
                        the committee concerned

                           December 20, 2016

  Reported from the Committee on Financial Services with an amendment
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]

                           December 20, 2016

The Committees on Agriculture, Ways and Means, the Judiciary, Oversight 
 and Government Reform, Transportation and Infrastructure, Rules, the 
 Budget, and Education and the Workforce discharged; committed to the 
 Committee of the Whole House on the State of the Union and ordered to 
                               be printed
    [For text of introduced bill, see copy of bill as introduced on 
                           September 9, 2016]


_______________________________________________________________________

                                 A BILL


 
     To create hope and opportunity for consumers, investors, and 
     entrepreneurs by ending bailouts and Too Big to Fail, holding 
    Washington and Wall Street accountable, eliminating red tape to 
increase access to capital and credit, and repealing the provisions of 
the Dodd-Frank Act that make America less prosperous, less stable, and 
                   less free, 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; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``Financial CHOICE 
Act of 2016''.
    (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.

   TITLE I--REGULATORY RELIEF FOR STRONGLY CAPITALIZED, WELL MANAGED 
                         BANKING ORGANIZATIONS

Sec. 101. Capital election.
Sec. 102. Regulatory relief.
Sec. 103. Contingent capital study.
Sec. 104. Study on altering the current prompt corrective action rules.
Sec. 105. Definitions.

         TITLE II--ENDING ``TOO BIG TO FAIL'' AND BANK BAILOUTS

       Subtitle A--Reform of the Financial Stability Act of 2010

Sec. 211. Repeal and modification of provisions of the Financial 
                            Stability Act of 2010.

        Subtitle B--Repeal of the Orderly Liquidation Authority

Sec. 221. Repeal of the orderly liquidation authority.

              Subtitle C--Financial Institution Bankruptcy

Sec. 231. General provisions relating to covered financial 
                            corporations.
Sec. 232. Liquidation, reorganization, or recapitalization of a covered 
                            financial corporation.
Sec. 233. Amendments to title 28, United States Code.

                Subtitle D--Ending Government Guarantees

Sec. 241. Repeal of obligation guarantee program.
Sec. 242. Repeal of systemic risk determination in resolutions.
Sec. 243. Restrictions on use of the Exchange Stabilization Fund.

     Subtitle E--Eliminating Financial Market Utility Designations

Sec. 251. Repeal of title VIII.

   TITLE III--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

       Subtitle A--Separation of Powers and Liberty Enhancements

Sec. 311. Consumer Financial Opportunity Commission.
Sec. 312. Bringing the Commission into the regular appropriations 
                            process.
Sec. 313. Consumer Financial Opportunity Commission Inspector General 
                            Reform.
Sec. 314. Private parties authorized to compel the Commission to seek 
                            sanctions by filing civil actions; 
                            Adjudications deemed actions.
Sec. 315. Civil investigative demands to be appealed to courts.
Sec. 316. Commission dual mandate and economic analysis.
Sec. 317. No deference to Commission interpretation.

                Subtitle B--Administrative Enhancements

Sec. 321. Commission Advisory Boards.
Sec. 322. Advisory opinions.
Sec. 323. Reform of Consumer Financial Civil Penalty Fund.
Sec. 324. Commission research paper transparency.
Sec. 325. Commission pay fairness.
Sec. 326. Separation of market monitoring functions and supervisory 
                            functions.
Sec. 327. Requirement to verify information in the complaint database 
                            before it may be released to the general 
                            public.
Sec. 328. Commission supervision limited to banks, thrifts, and credit 
                            unions with greater than $50 billion in 
                            assets.
Sec. 329. Transfer of old OTS building from OCC to GSA.

                    Subtitle C--Policy Enhancements

Sec. 331. Consumer right to financial privacy.
Sec. 332. Repeal of Council authority to set aside Bureau rules and 
                            requirement of safety and soundness 
                            considerations when issuing rules.
Sec. 333. State and tribal payday loan regulation 5-year exemption.
Sec. 334. Reforming indirect auto financing guidance.
Sec. 335. Prohibition of Government price controls for payment card 
                            transactions.
Sec. 336. Annual studies on ending the conservatorship of Fannie Mae, 
                            Freddie Mac, and reforming the housing 
                            finance system.
Sec. 337. Removal of ``abusive'' authority.
Sec. 338. Repeal of authority to restrict arbitration.

                 TITLE IV--CAPITAL MARKETS IMPROVEMENTS

       Subtitle A--SEC Reform, Restructuring, and Accountability

Sec. 401. Authorization of appropriations.
Sec. 402. Report on unobligated appropriations.
Sec. 403. SEC Reserve Fund abolished.
Sec. 404. Fees to offset appropriations.
Sec. 405. Implementation of recommendations.
Sec. 406. Office of Credit Ratings to report to the Division of Trading 
                            and Markets.
Sec. 407. Office of Municipal Securities to report to the Division of 
                            Trading and Markets.
Sec. 408. Independence of Commission Ombudsman.
Sec. 409. Coordination with the Investor Advisory Committee.
Sec. 410. Duties of Investor Advocate.
Sec. 411. Internal risk controls.
Sec. 412. Applicability of Notice and Comment Requirements of the 
                            Administrative Procedure Act to Guidance 
                            Voted on by the Commission.
Sec. 413. Process for closing investigations.
Sec. 414. Enforcement Ombudsman.
Sec. 415. Process to ensure enforcement actions are within authority of 
                            Commission.
Sec. 416. Process to permit recipient of Wells notification to appear 
                            before Commission staff in-person.
Sec. 417. Publication of enforcement manual.
Sec. 418. Private parties authorized to compel the Securities and 
                            Exchange Commission to seek sanctions by 
                            filing civil actions.
Sec. 419. Certain findings required to approve civil money penalties 
                            against issuers.
Sec. 420. Repeal of authority of the Commission to prohibit persons 
                            from serving as officers or directors.
Sec. 421. Subpoena duration and renewal.
Sec. 422. Elimination of automatic disqualifications.
Sec. 423. Confidentiality of records obtained from foreign securities 
                            and law enforcement authorities.
Sec. 424. Clarification of authority to impose sanctions on persons 
                            associated with a broker or dealer.
Sec. 425. Congressional access to information held by the Public 
                            Company Accounting Oversight Board.
Sec. 426. Repeal of requirement for Public Company Accounting Oversight 
                            Board to use certain funds for merit 
                            scholarship program.
Sec. 427. Reallocation of fines for violations of rules of municipal 
                            securities rulemaking board.

 Subtitle B--Eliminating Excessive Government Intrusion in the Capital 
                                Markets

Sec. 441. Repeal of Department of Labor fiduciary rule and requirements 
                            prior to rulemaking relating to standards 
                            of conduct for brokers and dealers.
Sec. 442. Exemption from risk retention requirements for nonresidential 
                            mortgage.
Sec. 443. Frequency of shareholder approval of executive compensation.
Sec. 444. Requirement for municipal advisor for issuers of municipal 
                            securities.
Sec. 445. Small issuer exemption from internal control evaluation.
Sec. 446. Exemptive authority for certain provisions relating to 
                            registration of nationally recognized 
                            statistical rating organizations.
Sec. 447. Restriction on recovery of erroneously awarded compensation.
Sec. 448. Risk-Based Examinations of Nationally Recognized Statistical 
                            Rating Organizations.
Sec. 449. Repeals.
Sec. 450. Exemption of and reporting by private equity fund advisers.
Sec. 451. Records and reports of private funds.
Sec. 452. Definition of accredited investor.
Sec. 453. Repeal of certain provisions requiring a study and report to 
                            Congress.
Sec. 454. Technical correction.
Sec. 455. Repeal.

        Subtitle C--Commodity Futures Trading Commission Reforms

Sec. 461. Division directors.
Sec. 462. Procedures governing actions taken by commission staff.
Sec. 463. Strategic technology plan.
Sec. 464. Internal risk controls.
Sec. 465. Subpoena duration and renewal.
Sec. 466. Applicability of notice and comment requirements of the 
                            administrative procedure act to guidance 
                            voted on by the commission.
Sec. 467. Judicial review of commission rules.
Sec. 468. Cross-border regulation of derivatives transactions.

             Subtitle D--Harmonization of Derivatives Rules

Sec. 471. Agency review and harmonization of rules relating to the 
                            regulation of over-the-counter swaps 
                            markets.

   TITLE V--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

Sec. 501. Repeal of the Federal Insurance Office; Creation of the 
                            Office of the Independent Insurance 
                            Advocate.
Sec. 502. Treatment of covered agreements.

   TITLE VI--DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND 
                  DEVOLVING POWER AWAY FROM WASHINGTON

                   Subtitle A--Cost-Benefit Analyses

Sec. 611. Definitions.
Sec. 612. Required regulatory analysis.
Sec. 613. Rule of construction.
Sec. 614. Public availability of data and regulatory analysis.
Sec. 615. Five-year regulatory impact analysis.
Sec. 616. Retrospective review of existing rules.
Sec. 617. Judicial review.
Sec. 618. Chief Economists Council.
Sec. 619. Conforming amendments.
Sec. 620. Other regulatory entities.
Sec. 621. Avoidance of duplicative or unnecessary analyses.

Subtitle B--Congressional Review of Federal Financial Agency Rulemaking

Sec. 631. Congressional review.
Sec. 632. Congressional approval procedure for major rules.
Sec. 633. Congressional disapproval procedure for nonmajor rules.
Sec. 634. Definitions.
Sec. 635. Judicial review.
Sec. 636. Effective date of certain rules.
Sec. 637. Budgetary effects of rules subject to section 632 of the 
                            Financial CHOICE Act of 2016.

             Subtitle C--Judicial Review of Agency Actions

Sec. 641. Scope of judicial review of agency actions.

             Subtitle D--Leadership of Financial Regulators

Sec. 651. Federal Deposit Insurance Corporation.
Sec. 652. Federal Housing Finance Agency.
Sec. 653. National Credit Union Administration.
Sec. 654. Office of the Comptroller of the Currency.

         Subtitle E--Congressional Oversight of Appropriations

Sec. 661. Bringing the Federal Deposit Insurance Corporation into the 
                            regular appropriations process.
Sec. 662. Bringing the Federal Housing Finance Agency into the regular 
                            appropriations process.
Sec. 663. Bringing the National Credit Union Administration into the 
                            regular appropriations process.
Sec. 664. Bringing the Office of the Comptroller of the Currency into 
                            the regular appropriations process.
Sec. 665. Bringing the non-monetary policy related functions of the 
                            Board of Governors of the Federal Reserve 
                            System into the regular appropriations 
                            process.

                  Subtitle F--International Processes

Sec. 671. Requirements for international processes.

           TITLE VII--FED OVERSIGHT REFORM AND MODERNIZATION

Sec. 701. Requirements for policy rules of the Federal Open Market 
                            Committee.
Sec. 702. Federal Open Market Committee blackout period.
Sec. 703. Membership of Federal Open Market Committee.
Sec. 704. Frequency of testimony of the Chairman of the Board of 
                            Governors of the Federal Reserve System to 
                            Congress.
Sec. 705. Vice Chairman for Supervision report requirement.
Sec. 706. Salaries, financial disclosures, and office staff of the 
                            Board of Governors of the Federal Reserve 
                            System.
Sec. 707. Amendments to powers of the Board of Governors of the Federal 
                            Reserve System.
Sec. 708. Interest rates on balances maintained at a Federal Reserve 
                            bank by depository institutions established 
                            by Federal Open Market Committee.
Sec. 709. Audit reform and transparency for the Board of Governors of 
                            the Federal Reserve System.
Sec. 710. Establishment of a Centennial Monetary Commission.
Sec. 711. Public transcripts of FOMC meetings.

         TITLE VIII--DEMANDING ACCOUNTABILITY FROM WALL STREET

                Subtitle A--SEC Penalties Modernization

Sec. 801. Enhancement of civil penalties for securities laws 
                            violations.
Sec. 802. Updated civil money penalties of Public Company Accounting 
                            Oversight Board.
Sec. 803. Updated civil money penalty for controlling persons in 
                            connection with insider trading.
Sec. 804. Update of certain other penalties.
Sec. 805. Monetary sanctions to be used for the relief of victims.
Sec. 806. GAO report on use of civil money penalty authority by 
                            Commission.

               Subtitle B--FIRREA Penalties Modernization

Sec. 811. Increase of civil and criminal penalties originally 
                            established in the Financial Institutions 
                            Reform, Recovery, and Enforcement Act of 
                            1989.

       TITLE IX--REPEAL OF THE VOLCKER RULE AND OTHER PROVISIONS

Sec. 901. Repeals.

TITLE X--UNLEASHING OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS, AND 
             JOB CREATORS BY FACILITATING CAPITAL FORMATION

Subtitle A--Small Business Mergers, Acquisitions, Sales, and Brokerage 
                             Simplification

Sec. 1001. Registration exemption for merger and acquisition brokers.
Sec. 1002. Effective date.

               Subtitle B--Encouraging Employee Ownership

Sec. 1006. Increased threshold for disclosures relating to compensatory 
                            benefit plans.

          Subtitle C--Small Company Disclosure Simplification

Sec. 1011. Exemption from XBRL requirements for emerging growth 
                            companies and other smaller companies.
Sec. 1012. Analysis by the SEC.
Sec. 1013. Report to Congress.
Sec. 1014. Definitions.

   Subtitle D--Securities and Exchange Commission Overpayment Credit

Sec. 1016. Refunding or crediting overpayment of section 31 fees.

             Subtitle E--Fair Access to Investment Research

Sec. 1021. Safe harbor for investment fund research.

               Subtitle F--Accelerating Access to Capital

Sec. 1026. Expanded eligibility for use of Form S-3.

                Subtitle G--SEC Small Business Advocate

Sec. 1031. Establishment of Office of the Advocate for Small Business 
                            Capital Formation and Small Business 
                            Capital Formation Advisory Committee.

             Subtitle H--Small Business Credit Availability

Sec. 1036. Business development company ownership of securities of 
                            investment advisers and certain financial 
                            companies.
Sec. 1037. Expanding access to capital for business development 
                            companies.
Sec. 1038. Parity for business development companies regarding offering 
                            and proxy rules.

                    Subtitle I--Fostering Innovation

Sec. 1041. Temporary exemption for low-revenue issuers.

        Subtitle J--Small Business Capital Formation Enhancement

Sec. 1046. Annual review of government-business forum on capital 
                            formation.

              Subtitle K--Helping Angels Lead Our Startups

Sec. 1051. Definition of angel investor group.
Sec. 1052. Clarification of general solicitation.

                     Subtitle L--Main Street Growth

Sec. 1056. Venture exchanges.

                 Subtitle M--Micro Offering Safe Harbor

Sec. 1061. Exemptions for micro-offerings.

               Subtitle N--Private Placement Improvement

Sec. 1066. Revisions to SEC Regulation D.

              Subtitle O--Supporting America's Innovators

Sec. 1071. Investor limitation for qualifying venture capital funds.

                      Subtitle P--Fix Crowdfunding

Sec. 1076. Crowdfunding vehicles.
Sec. 1077. Crowdfunding exemption from registration.

        Subtitle Q--Corporate Governance Reform and Transparency

Sec. 1081. Definitions.
Sec. 1082. Registration of proxy advisory firms.
Sec. 1083. Commission annual report.

                        Subtitle R--Senior Safe

Sec. 1091. Immunity.
Sec. 1092. Training required.
Sec. 1093. Relationship to State law.

       Subtitle S--National Securities Exchange Regulatory Parity

Sec. 1096. Application of exemption.

  TITLE XI--REGULATORY RELIEF FOR MAIN STREET AND COMMUNITY FINANCIAL 
                              INSTITUTIONS

         Subtitle A--Preserving Access to Manufactured Housing

Sec. 1101. Mortgage originator definition.
Sec. 1102. High-Cost mortgage definition.

                      Subtitle B--Mortgage Choice

Sec. 1106. Definition of points and fees.

         Subtitle C--Financial Institution Customer Protection

Sec. 1111. Requirements for deposit account termination requests and 
                            orders.
Sec. 1112. Amendments to the Financial Institutions Reform, Recovery, 
                            and Enforcement Act of 1989.

           Subtitle D--Portfolio Lending and Mortgage Access

Sec. 1116. Safe harbor for certain loans held on portfolio.

    Subtitle E--Application of the Expedited Funds Availability Act

Sec. 1121. Application of the Expedited Funds Availability Act.

        Subtitle F--Small Bank Holding Company Policy Statement

Sec. 1126. Changes required to small bank holding company policy 
                            statement on assessment of financial and 
                            managerial factors.

           Subtitle G--Community Institution Mortgage Relief

Sec. 1131. Community financial institution mortgage relief.

   Subtitle H--Financial Institutions Examination Fairness and Reform

Sec. 1136. Timeliness of examination reports.

  Subtitle I--National Credit Union Administration Budget Transparency

Sec. 1141. Budget transparency for the NCUA.

   Subtitle J--Taking Account of Institutions With Low Operation Risk

Sec. 1146. Regulations appropriate to business models.

      Subtitle K--Federal Savings Association Charter Flexibility

Sec. 1151. Option for Federal savings associations to operate as a 
                            covered savings association.

                Subtitle L--SAFE Transitional Licensing

Sec. 1156. Eliminating barriers to jobs for loan originators.

                       Subtitle M--Right to Lend

Sec. 1161. Small business loan data collection requirement.

              Subtitle N--Community Bank Reporting Relief

Sec. 1166. Short form call report.

          Subtitle O--Homeowner Information Privacy Protection

Sec. 1171. Study regarding privacy of information collected under the 
                            Home Mortgage Disclosure Act of 1975.

            Subtitle P--Home Mortgage Disclosure Adjustment

Sec. 1176. Depository institutions subject to maintenance of records 
                            and disclosure requirements.

   Subtitle Q--National Credit Union Administration Advisory Council

Sec. 1181. Credit Union Advisory Council.

              Subtitle R--Credit Union Examination Reform

Sec. 1186. Extension of examination cycle of the National Credit Union 
                            Administration to 18 months or longer.

                 Subtitle S--NCUA Overhead Transparency

Sec. 1191. Fund transparency.

   TITLE I--REGULATORY RELIEF FOR STRONGLY CAPITALIZED, WELL MANAGED 
                         BANKING ORGANIZATIONS

SEC. 101. CAPITAL ELECTION.

    (a) In General.--A banking organization may make an election under 
this section to be treated as a qualifying banking organization for 
purposes of the regulatory relief described under section 102.
    (b) Requirements.--A banking organization may qualify to be treated 
as a qualifying banking organization if--
            (1) the banking organization has an average leverage ratio 
        of at least 10 percent;
            (2) with respect to a banking organization that is an 
        insured depository institution or insured credit union, the 
        institution received a CAMELS composite rating of 1 or 2 under 
        the Uniform Financial Institutions Rating System (or an 
        equivalent rating under a comparable rating system) as of the 
        most recent examination of the institution;
            (3) with respect to a depository institution holding 
        company, each insured depository institution subsidiary of the 
        holding company simultaneously makes the election described 
        under subsection (a); and
            (4) with respect to an insured depository institution, any 
        parent depository institution holding company of the 
        institution simultaneously makes the election described under 
        subsection (a).
    (c) Election Process.--To make an election under this section, a 
banking organization shall submit an election to the appropriate 
Federal banking agency (and any applicable State bank supervisor that 
regulates the banking organization) containing--
            (1) a notice of such election;
            (2) the banking organization's average leverage ratio, as 
        well as the organization's quarterly leverage ratio for each of 
        the most recently completed four calendar quarters;
            (3) if the banking organization is a depository institution 
        holding company, the information described under paragraph (2) 
        for each of the organization's insured depository institution 
        subsidiaries; and
            (4) if the banking organization is an insured depository 
        institution, the information described under paragraph (2) for 
        any parent depository institution holding company of the 
        institution.
    (d) Effective Date of Election.--
            (1) In general.--An election made under this section shall 
        take effect at the end of the 30-day period beginning on the 
        date that the appropriate Federal banking agency receives the 
        application described under subsection (c), unless the 
        appropriate Federal banking agency determines that the banking 
        organization has not met the requirements described under 
        subsection (b).
            (2) Notice of failure to meet requirements.--If the 
        appropriate Federal banking agency determines that a banking 
        organization submitting an election notice under subsection (c) 
        does not meet the requirements described under subsection (b), 
        the agency shall--
                    (A) notify the banking organization (and any 
                applicable State bank supervisor that regulates the 
                banking organization), in writing, of such 
                determination as soon as possible after such 
                determination is made, but in no case later than the 
                end of the 30-day period beginning on the date that the 
                appropriate Federal banking agency receives the 
                election; and
                    (B) include in such notification the specific 
                reasons for such determination and steps that the 
                banking organization can take to meet such 
                requirements.
    (e) Treatment of Certain New Banking Organizations.--In the case of 
a banking organization that is a newly-chartered insured depository 
institution or a banking organization that becomes a banking 
organization because it controls a newly-chartered insured depository 
institution, such banking organization may be treated as a qualifying 
banking organization immediately upon becoming a banking organization, 
if--
            (1) an election to be treated as a qualifying banking 
        organization was included in the application filed with the 
        appropriate Federal banking agency in connection with becoming 
        a banking organization; and
            (2) as of the date the banking organization becomes a 
        banking organization, the banking organization's tangible 
        equity divided by the banking organization's leverage exposure, 
        expressed as a percentage, is at least 10 percent.
    (f) Failure to Maintain Quarterly Leverage Ratio and Loss of 
Election.--
            (1) Effect of failure to maintain quarterly leverage 
        ratio.--
                    (A) In general.--If, with respect to the most 
                recently completed calendar quarter, the appropriate 
                Federal banking agency determines that a qualifying 
                banking organization's quarterly leverage ratio is 
                below 10 percent--
                            (i) the appropriate Federal banking agency 
                        shall notify the qualifying banking 
                        organization and any applicable State bank 
                        supervisor that regulates the banking 
                        organization of such determination;
                            (ii) the appropriate Federal banking agency 
                        may prohibit the banking organization from 
                        making a capital distribution; and
                            (iii) the banking organization shall, 
                        within 3 months of the first such 
                        determination, submit a capital restoration 
                        plan to the appropriate Federal banking agency.
                    (B) Loss of election after one-year remediation 
                period.--If a banking organization described under 
                subparagraph (A) does not, within the 1-year period 
                beginning on the date of such determination, raise the 
                organization's quarterly leverage ratio for a calendar 
                quarter ending in such 1-year period to at least 10 
                percent, the banking organization's election under this 
                section shall be terminated, and the appropriate 
                Federal banking agency shall notify any applicable 
                State bank supervisor that regulates the banking 
                organization of such termination.
                    (C) Effect of subsidiary on parent organization.--
                With respect to a qualifying banking organization 
                described under subparagraph (A) that is an insured 
                depository institution, any parent depository 
                institution holding company of the qualifying banking 
                organization shall--
                            (i) if the appropriate Federal banking 
                        agency determines it appropriate, be prohibited 
                        from making a capital distribution (other than 
                        a capital contribution to such qualifying 
                        banking organization described under 
                        subparagraph (A)); and
                            (ii) if the qualifying banking organization 
                        has an election terminated under subparagraph 
                        (B), any such parent depository institution 
                        holding company shall also have its election 
                        under this section terminated.
            (2) Immediate loss of election if the quarterly leverage 
        ratio falls below 6 percent.--
                    (A) In general.--If, with respect to the most 
                recently completed calendar quarter, the appropriate 
                Federal banking agency determines that a qualifying 
                banking organization's quarterly leverage ratio is 
                below 6 percent, the banking organization's election 
                under this section shall be terminated, and the 
                appropriate Federal banking agency shall notify any 
                applicable State bank supervisor that regulates the 
                banking organization of such termination.
                    (B) Effect of subsidiary on parent organization.--
                With respect to a qualifying banking organization 
                described under subparagraph (A) that is an insured 
                depository institution, any parent depository 
                institution holding company of the qualifying banking 
                organization shall also have its election under this 
                section terminated.
            (3) Ability to make future elections.--If a banking 
        organization has an election under this section terminated, the 
        banking organization may not apply for another election under 
        this section until the banking organization has maintained a 
        quarterly leverage ratio of at least 10 percent for 8 
        consecutive calendar quarters.

SEC. 102. REGULATORY RELIEF.

    (a) In General.--A qualifying banking organization shall be exempt 
from the following:
            (1) Any Federal law, rule, or regulation addressing capital 
        or liquidity requirements or standards.
            (2) Any Federal law, rule, or regulation that permits an 
        appropriate Federal banking agency to object to a capital 
        distribution.
            (3) Any consideration by an appropriate Federal banking 
        agency of the following:
                    (A) Any risk the qualifying banking organization 
                may pose to ``the stability of the financial system of 
                the United States'', under section 5(c)(2) of the Bank 
                Holding Company Act of 1956.
                    (B) The ``extent to which a proposed acquisition, 
                merger, or consolidation would result in greater or 
                more concentrated risks to the stability of the United 
                States banking or financial system'', under section 
                3(c)(7) of the Bank Holding Company Act of 1956, so 
                long as the banking organization, after such proposed 
                acquisition, merger, or consolidation, would maintain a 
                quarterly leverage ratio of at least 10 percent.
                    (C) Whether the performance of an activity by the 
                banking organization could possibly pose a ``risk to 
                the stability of the United States banking or financial 
                system'', under section 4(j)(2)(A) of the Bank Holding 
                Company Act of 1956.
                    (D) Whether the acquisition of control of shares of 
                a company engaged in an activity described in section 
                4(j)(1)(A) of the Bank Holding Company Act of 1956 
                could possibly pose a ``risk to the stability of the 
                United States banking or financial system'', under 
                section 4(j)(2)(A) of the Bank Holding Company Act of 
                1956, so long as the banking organization, after 
                acquiring control of such company, would maintain a 
                quarterly leverage ratio of at least 10 percent.
                    (E) Whether a merger would pose a ``risk to the 
                stability of the United States banking or financial 
                system'', under section 18(c)(5) of the Federal Deposit 
                Insurance Act, so long as the banking organization, 
                after such proposed merger, would maintain a quarterly 
                leverage ratio of at least 10 percent.
                    (F) Any risk the qualifying banking organization 
                may pose to ``the stability of the financial system of 
                the United States'', under section 10(b)(4) of the Home 
                Owners' Loan Act.
            (4) Subsections (i)(8) and (k)(6)(B)(ii) of section 4 and 
        section 14 of the Bank Holding Company Act of 1956.
            (5) Section 18(c)(13) of the Federal Deposit Insurance Act.
            (6) Section 163 of the Financial Stability Act of 2010.
            (7) Section 10(e)(2)(E) of the Home Owners' Loan Act.
            (8) Any Federal law, rule, or regulation implementing 
        standards of the type provided for in subsections (b), (c), 
        (d), (e), (g), (h), (i), and (j) of section 165 of the 
        Financial Stability Act of 2010.
            (9) Any Federal law, rule, or regulation providing 
        limitations on mergers, consolidations, or acquisitions of 
        assets or control, to the extent such limitations relate to 
        capital or liquidity standards or concentrations of deposits or 
        assets, so long as the banking organization, after such 
        proposed merger, consolidation, or acquisition, would maintain 
        a quarterly leverage ratio of at least 10 percent.
    (b) Stress Test Exception.--Notwithstanding subsection (a), other 
than paragraph (2) of subsection (a), the appropriate Federal banking 
agencies may conduct stress tests of qualifying banking organizations. 
A qualifying banking organization with total consolidated assets of 
more than $10,000,000,000 and less than $50,000,000,000 shall not be 
required to conduct annual stress tests required under section 
165(i)(2)(A) of the Financial Stability Act of 2010.
    (c) Qualifying Banking Organizations Treated as Well Capitalized.--
A qualifying banking organization shall be deemed to be ``well 
capitalized'' for purposes of--
            (1) section 216 of the Federal Credit Union Act; and
            (2) sections 29, 38, 44, and 46 of the Federal Deposit 
        Insurance Act.
    (d) Treatment of Certain Risk-weighted Asset Requirements for 
Qualifying Banking Organizations.--
            (1) Acquisition size criteria treatment.--A qualifying 
        banking organization shall be deemed to meet the criteria 
        described under section 4(j)(4)(D) of the Bank Holding Company 
        Act of 1956, so long as after the proposed transaction the 
        acquiring qualifying banking organization would maintain a 
        quarterly leverage ratio of at least 10 percent.
            (2) Use of leverage exposure.--With respect to a qualifying 
        banking organization, in determining whether a proposal 
        qualifies with the criteria described under subparagraphs 
        (A)(iii) and (B)(i) of section 4(j)(4) of the Bank Holding 
        Company Act of 1956, the Board of Governors of the Federal 
        Reserve System shall consider the leverage exposure of an 
        insured depository institution instead of the total risk-
        weighted assets of such institution.

SEC. 103. CONTINGENT CAPITAL STUDY.

    (a) Study.--The Board of Governors of the Federal Reserve System, 
the Federal Deposit Insurance Corporation, and the Office of the 
Comptroller of the Currency shall each carry out a study, which shall 
include holding public hearings, on how to design a requirement that 
banking organizations issue contingent capital with a market-based 
conversion trigger.
    (b) Report.--Not later than the end of the 1-year period beginning 
on the date of the enactment of this Act, each agency described under 
subsection (a) shall submit a report to the Congress containing--
            (1) all findings and determinations made by the agency in 
        carrying out the study required under subsection (a); and
            (2) the agency's recommendations on how the Congress should 
        design a requirement that banking organizations issue 
        contingent capital with a market-based conversion trigger.

SEC. 104. STUDY ON ALTERING THE CURRENT PROMPT CORRECTIVE ACTION RULES.

    (a) Study.--The Comptroller General of the United States shall 
conduct a study to assess the benefits and feasibility of altering the 
current prompt corrective action rules and replacing the Basel-based 
capital ratios with the nonperforming asset coverage ratio or NACR as 
the trigger for specific required supervisory interventions. The 
Comptroller General shall ensure that such study includes the 
following:
            (1) An assessment of the performance of an NACR forward-
        looking measure of a banking organization's solvency condition 
        relative to the regulatory capital ratios currently used by 
        prompt corrective action rules.
            (2) An analysis of the performance of alternative 
        definitions of nonperforming assets.
            (3) An assessment of the impact of two alternative 
        intervention thresholds:
                    (A) An initial (high) intervention threshold, below 
                which appropriate Federal banking agency examiners are 
                required to intervene and assess a banking 
                organization's condition and prescribe remedial 
                measures.
                    (B) A lower threshold, below which banking 
                organizations must increase their capital, seek an 
                acquirer, or face mandatory resolution within 90 days.
    (b) Report.--Not later than the end of the 1-year period beginning 
on the date of the enactment of this Act, the Comptroller General shall 
submit a report to the Congress containing--
            (1) all findings and determinations made in carrying out 
        the study required under subsection (a); and
            (2) recommendations on the most suitable definition of 
        nonperforming assets, as well as the two numerical thresholds 
        that trigger specific required supervisory interventions.

SEC. 105. DEFINITIONS.

    For purposes of this title:
            (1) Appropriate federal banking agency.--The term 
        ``appropriate Federal banking agency''--
                    (A) has the meaning given such term under section 3 
                of the Federal Deposit Insurance Act; and
                    (B) means the National Credit Union Administration, 
                in the case of an insured credit union.
            (2) Banking organization.--The term ``banking 
        organization'' means--
                    (A) an insured depository institution;
                    (B) an insured credit union;
                    (C) a depository institution holding company;
                    (D) a company that is treated as a bank holding 
                company for purposes of section 8 of the International 
                Banking Act; and
                    (E) a U.S. intermediate holding company established 
                by a foreign banking organization pursuant to section 
                252.153 of title 12, Code of Federal Regulations.
            (3) Foreign exchange swap .--The term ``foreign exchange 
        swap'' has the meaning given that term under section 1a of the 
        Commodity Exchange Act.
            (4) Insured credit union.--The term ``insured credit 
        union'' has the meaning given that term under section 101 of 
        the Federal Credit Union Act.
            (5) Leverage exposure.--The term ``leverage exposure''--
                    (A) with respect to a banking organization other 
                than an insured credit union or a traditional banking 
                organization, has the meaning given the term ``total 
                leverage exposure'' under section 3.10(c)(4)(ii), 
                217.10(c)(4), or 324.10(c)(4) of title 12, Code of 
                Federal Regulations, as applicable, as in effect on 
                January 1, 2015;
                    (B) with respect to a traditional banking 
                organization other than an insured credit union, means 
                total assets (minus any items deducted from common 
                equity tier 1 capital) as calculated in accordance with 
                generally accepted accounting principles and as 
                reported on the traditional banking organization's 
                applicable regulatory filing with the banking 
                organization's appropriate Federal banking agency; and
                    (C) with respect to a banking organization that is 
                an insured credit union, has the meaning given the term 
                ``total assets'' under section 702.2 of title 12, Code 
                of Federal Regulations, as in effect on January 1, 
                2015.
            (6) Leverage ratio definitions.--
                    (A) Average leverage ratio.--With respect to a 
                banking organization, the term ``average leverage 
                ratio'' means the average of the banking organization's 
                quarterly leverage ratios for each of the most recently 
                completed four calendar quarters.
                    (B) Quarterly leverage ratio.--With respect to a 
                banking organization and a calendar quarter, the term 
                ``quarterly leverage ratio'' means the organization's 
                tangible equity divided by the organization's leverage 
                exposure, expressed as a percentage, on the last day of 
                such quarter.
            (7) NACR.--The term ``NACR'' means--
                    (A) book equity less nonperforming assets plus loan 
                loss reserves, divided by
                    (B) total banking organization assets.
            (8) Nonperforming assets.--The term ``nonperforming 
        assets'' means--
                    (A) 20 percent of assets that are past due 30 to 89 
                days, plus
                    (B) 50 percent of assets that are past due 90 days 
                or more, plus
                    (C) 100 percent of nonaccrual assets and other real 
                estate owned.
            (9) Qualifying banking organization.--The term ``qualifying 
        banking organization'' means a banking organization that has 
        made an election under section 101 and with respect to which 
        such election is in effect.
            (10) Security-based swap .--The term ``security-based 
        swap'' has the meaning given that term under section 3 of the 
        Securities Exchange Act of 1934.
            (11) Swap .--The term ``swap'' has the meaning given that 
        term under section 1a of the Commodity Exchange Act.
            (12) Tangible equity.--The term ``tangible equity''--
                    (A) with respect to a banking organization other 
                than a credit union, means the sum of--
                            (i) common equity tier 1 capital;
                            (ii) additional tier 1 capital consisting 
                        of instruments issued on or before June 1, 
                        2016; and
                            (iii) with respect to a depository 
                        institution holding company that had less than 
                        $15,000,000,000 in total consolidated assets as 
                        of December 31, 2009, or March 31, 2010, or a 
                        banking organization that was a mutual holding 
                        company as of May 19, 2010, trust preferred 
                        securities issued prior to May 19, 2010, to the 
                        extent such organization was permitted, as of 
                        the date of the enactment of this Act, to 
                        consider such securities as tier 1 capital 
                        under existing regulations of the appropriate 
                        Federal banking agency; and
                    (B) with respect to a banking organization that is 
                a credit union, has the meaning given the term ``net 
                worth'' under section 702.2 of title 12, Code of 
                Federal Regulations, as in effect on January 1, 2015.
            (13) Traditional banking organization.--The term 
        ``traditional banking organization'' means a banking 
        organization that--
                    (A) has zero trading assets and zero trading 
                liabilities;
                    (B) does not engage in swaps or security-based 
                swaps, other than swaps or security-based swaps 
                referencing interest rates or foreign exchange swaps; 
                and
                    (C) has a total notional exposure of swaps and 
                security-based swaps of not more than $8,000,000,000.
            (14) Other banking terms.--The terms ``insured depository 
        institution'' and ``depository institution holding company'' 
        have the meaning given those terms, respectively, under section 
        3 of the Federal Deposit Insurance Act.
            (15) Other capital terms.--With respect to a banking 
        organization, the terms ``additional tier 1 capital'' and 
        ``common equity tier 1 capital'' have the meaning given such 
        terms, respectively, under section 3.20, 217.20, or 324.20 of 
        title 12, Code of Federal Regulations, as applicable, as in 
        effect on January 1, 2015.

         TITLE II--ENDING ``TOO BIG TO FAIL'' AND BANK BAILOUTS

       Subtitle A--Reform of the Financial Stability Act of 2010

SEC. 211. REPEAL AND MODIFICATION OF PROVISIONS OF THE FINANCIAL 
              STABILITY ACT OF 2010.

    (a) Repeals.--The following provisions of the Financial Stability 
Act of 2010 are repealed, and the provisions of law amended or repealed 
by such provisions are restored or revived as if such provisions had 
not been enacted:
            (1) Subtitle B.
            (2) Section 113.
            (3) Section 114.
            (4) Section 115.
            (5) Section 116.
            (6) Section 117.
            (7) Section 119.
            (8) Section 120.
            (9) Section 121.
            (10) Section 161.
            (11) Section 162.
            (12) Section 164.
            (13) Section 166.
            (14) Section 167.
            (15) Section 168.
            (16) Section 170.
            (17) Section 172.
            (18) Section 174.
            (19) Section 175.
    (b) Additional Modifications.--The Financial Stability Act of 2010 
(12 U.S.C. 5311 et seq.) is amended--
            (1) in section 102(a), by striking paragraph (5);
            (2) in section 111--
                    (A) in subsection (b)--
                            (i) in paragraph (1)--
                                    (I) by striking ``who shall each'' 
                                and inserting ``who shall, except as 
                                provided below, each''; and
                                    (II) by amending subparagraphs (B) 
                                through (I) to read as follows:
                    ``(B) each member of the Board of Governors, who 
                shall collectively have 1 vote on the Council;
                    ``(C) each member of the Board of Directors of the 
                Office of the Comptroller of the Currency, who shall 
                collectively have 1 vote on the Council;
                    ``(D) each member of the Consumer Financial 
                Opportunity Commission, who shall collectively have 1 
                vote on the Council;
                    ``(E) each member of the Commission, who shall 
                collectively have 1 vote on the Council;
                    ``(F) each member of the Corporation, who shall 
                collectively have 1 vote on the Council;
                    ``(G) each member of the Commodity Futures Trading 
                Commission, who shall collectively have 1 vote on the 
                Council;
                    ``(H) each member of the Board of Directors of the 
                Federal Housing Finance Agency, who shall collectively 
                have 1 vote on the Council;
                    ``(I) each member of the National Credit Union 
                Administration Board, who shall collectively have 1 
                vote on the Council; and'';
                            (ii) in paragraph (2)--
                                    (I) by striking subparagraph (A); 
                                and
                                    (II) by redesignating subparagraphs 
                                (B), (C), (D), and (E) as subparagraphs 
                                (A), (B), (C), and (D), respectively; 
                                and
                            (iii) by adding at the end the following:
            ``(4) Voting by multi-person entity.--
                    ``(A) Voting within the entity.--An entity 
                described under subparagraph (B) through (I) of 
                paragraph (1) shall determine the entity's Council vote 
                by using the voting process normally applicable to 
                votes by the entity's members.
                    ``(B) Casting of entity vote.--The 1 collective 
                Council vote of an entity described under subparagraph 
                (A) shall be cast by the head of such agency or, in the 
                event such head is unable to cast such vote, the next 
                most senior member of the entity available.'';
                    (B) in subsection (c), by striking ``subparagraphs 
                (C), (D), and (E)'' and inserting ``subparagraphs (B), 
                (C), and (D)'';
                    (C) in subsection (e), by adding at the end the 
                following:
            ``(3) Staff access.--Any member of the Council may select 
        to have one or more individuals on the member's staff attend a 
        meeting of the Council, including any meeting of 
        representatives of the member agencies other than the members 
        themselves.
            ``(4) Congressional oversight.--All meetings of the 
        Council, whether or not open to the public, shall be open to 
        the attendance by members of the Committee on Financial 
        Services of the House of Representatives and the Committee on 
        Banking, Housing, and Urban Affairs of the Senate.
            ``(5) Member agency meetings.--Any meeting of 
        representatives of the member agencies other than the members 
        themselves shall be open to attendance by staff of the 
        Committee on Financial Services of the House of Representatives 
        and the Committee on Banking, Housing, and Urban Affairs of the 
        Senate.'';
                    (D) by striking subsection (g) (relating to the 
                nonapplicability of FACA);
                    (E) by inserting after subsection (f) the 
                following:
    ``(g) Open Meeting Requirement.--The Council shall be an agency for 
purposes of section 552b of title 5, United States Code (commonly 
referred to as the `Government in the Sunshine Act').
    ``(h) Confidential Congressional Briefings.--At the request of the 
Chairman of the Committee on Financial Services of the House of 
Representatives or the Chairman of the Committee on Banking, Housing, 
and Urban Affairs of the Senate, the Chairperson shall appear before 
Congress to provide a confidential briefing.''; and
                    (F) by redesignating subsections (h) through (j) as 
                subsections (i) through (k), respectively;
            (3) in section 112--
                    (A) in subsection (a)(2)--
                            (i) in subparagraph (A), by striking 
                        ``direct the Office of Financial Research to'';
                            (ii) by striking subparagraphs (B), (H), 
                        (I), and (J);
                            (iii) by redesignating subparagraphs (C), 
                        (D), (E), (F), (G), (K), (L), (M), and (N) as 
                        subparagraphs (B), (C), (D), (E), (F), (G), 
                        (H), (I), and (J), respectively;
                            (iv) in subparagraph (J), as so 
                        redesignated--
                                    (I) in clause (iii), by adding 
                                ``and'' at the end;
                                    (II) by striking clauses (iv) and 
                                (v); and
                                    (III) by redesignating clause (vi) 
                                as clause (iv); and
                    (B) in subsection (d)--
                            (i) in paragraph (1), by striking ``the 
                        Office of Financial Research, member agencies, 
                        and'' and inserting ``member agencies and'';
                            (ii) in paragraph (2), by striking ``the 
                        Office of Financial Research, any member 
                        agency, and'' and inserting ``any member agency 
                        and'';
                            (iii) in paragraph (3)--
                                    (I) by striking ``, acting through 
                                the Office of Financial Research,'' 
                                each place it appears; and
                                    (II) in subparagraph (B), by 
                                striking ``the Office of Financial 
                                Research or''; and
                            (iv) in paragraph (5)(A), by striking ``, 
                        the Office of Financial Research,'';
            (4) by amending section 118 to read as follows:

``SEC. 118. COUNCIL FUNDING.

    ``There is authorized to be appropriated to the Council $4,000,000 
for fiscal year 2017 and each fiscal year thereafter to carry out the 
duties of the Council.'';
            (5) in section 163(b)(4)--
                    (A) by striking ``In addition'' and inserting the 
                following:
                    ``(A) In general.--In addition''; and
                    (B) by adding at the end the following:
                    ``(B) Exception for qualifying banking 
                organization.--Subparagraph (A) shall not apply to a 
                proposed acquisition by a qualifying banking 
                organization, as defined under section 105 of the 
                Financial CHOICE Act of 2016.''; and
            (6) in section 165--
                    (A) by striking ``nonbank financial companies 
                supervised by the Board of Governors and'' each place 
                such term appears;
                    (B) by striking ``nonbank financial company 
                supervised by the Board of Governors and'' each place 
                such term appears;
                    (C) in subsection (a), by amending paragraph (2) to 
                read as follows:
            ``(2) Tailored application.--In prescribing more stringent 
        prudential standards under this section, the Board of Governors 
        may differentiate among companies on an individual basis or by 
        category, taking into consideration their capital structure, 
        riskiness, complexity, financial activities (including the 
        financial activities of their subsidiaries), size, and any 
        other risk-related factors that the Board of Governors deems 
        appropriate.'';
                    (D) in subsection (b)--
                            (i) in paragraph (1)(B)(iv), by striking 
                        ``, on its own or pursuant to a recommendation 
                        made by the Council in accordance with section 
                        115,'';
                            (ii) in paragraph (2)--
                                    (I) by striking ``foreign nonbank 
                                financial company supervised by the 
                                Board of Governors or'';
                                    (II) by striking ``shall--'' and 
                                all that follows through ``give due'' 
                                and inserting ``shall give due'';
                                    (III) in subparagraph (A), by 
                                striking ``; and'' and inserting a 
                                period; and
                                    (IV) by striking subparagraph (B);
                            (iii) in paragraph (3)--
                                    (I) in subparagraph (A)--
                                            (aa) by striking clause 
                                        (i);
                                            (bb) by redesignating 
                                        clauses (ii), (iii), and (iv) 
                                        as clauses (i), (ii), and 
                                        (iii), respectively; and
                                            (cc) in clause (iii), as so 
                                        redesignated, by adding ``and'' 
                                        at the end;
                                    (II) by striking subparagraphs (B) 
                                and (C); and
                                    (III) by redesignating subparagraph 
                                (D) as subparagraph (B); and
                            (iv) in paragraph (4), by striking ``a 
                        nonbank financial company supervised by the 
                        Board of Governors or'';
                    (E) in subsection (c)--
                            (i) in paragraph (1), by striking ``under 
                        section 115(c)''; and
                            (ii) in paragraph (2)--
                                    (I) by amending subparagraph (A) to 
                                read as follows:
                    ``(A) any recommendations of the Council;''; and
                                    (II) in subparagraph (D), by 
                                striking ``nonbank financial company 
                                supervised by the Board of Governors 
                                or'';
                    (F) in subsection (d)--
                            (i) by striking ``a nonbank financial 
                        company supervised by the Board of Governors 
                        or'' each place such term appears;
                            (ii) in paragraph (1), by striking 
                        ``periodically'' and inserting ``not more often 
                        than every 2 years'';
                            (iii) in paragraph (3)--
                                    (I) by striking ``The Board'' and 
                                inserting the following:
                    ``(A) In general.--The Board'';
                                    (II) by striking ``shall review'' 
                                and inserting the following: ``shall--
                            ``(i) review'';
                                    (III) by striking the period and 
                                inserting ``; and''; and
                                    (IV) by adding at the end the 
                                following:
                            ``(ii) not later than the end of the 6-
                        month period beginning on the date the bank 
                        holding company submits the resolution plan, 
                        provide feedback to the bank holding company on 
                        such plan.
                    ``(B) Disclosure of assessment framework.--The 
                Board of Governors and the Corporation shall each 
                publicly disclose the assessment framework that is used 
                to review information under this paragraph and shall 
                provide the public with a notice and comment period 
                before finalizing such assessment framework.''.
                            (iv) in paragraph (6), by striking 
                        ``nonbank financial company supervised by the 
                        Board, any bank holding company,'' and 
                        inserting ``bank holding company'';
                    (G) in subsection (e)--
                            (i) in paragraph (1), by striking ``a 
                        nonbank financial company supervised by the 
                        Board of Governors or'';
                            (ii) in paragraph (3), by striking ``the 
                        nonbank financial company supervised by the 
                        Board of Governors or'' each place such term 
                        appears; and
                            (iii) in paragraph (4), by striking ``a 
                        nonbank financial company supervised by the 
                        Board of Governors or'';
                    (H) in subsection (g)(1), by striking ``and any 
                nonbank financial company supervised by the Board of 
                Governors'';
                    (I) in subsection (h)--
                            (i) by striking paragraph (1);
                            (ii) by redesignating paragraphs (2), (3), 
                        and (4) as paragraphs (1), (2), and (3), 
                        respectively;
                            (iii) in paragraph (1), as so redesignated, 
                        by striking ``paragraph (3)'' each place such 
                        term appears and inserting ``paragraph (2)''; 
                        and
                            (iv) in paragraph (2), as so redesignated--
                                    (I) in subparagraph (A), by 
                                striking ``the nonbank financial 
                                company supervised by the Board of 
                                Governors or bank holding company 
                                described in subsection (a), as 
                                applicable'' and inserting ``a bank 
                                holding company described in subsection 
                                (a)''; and
                                    (II) in subparagraph (B), by 
                                striking ``the nonbank financial 
                                company supervised by the Board of 
                                Governors or a bank holding company 
                                described in subsection (a), as 
                                applicable'' and inserting ``a bank 
                                holding company described in subsection 
                                (a)'';
                    (J) in subsection (i)--
                            (i) in paragraph (1)--
                                    (I) in subparagraph (B)--
                                            (aa) by amending clause (i) 
                                        to read as follows:
                            ``(i) shall--
                                    ``(I) issue regulations, after 
                                providing for public notice and 
                                comment, that provide for at least 3 
                                different sets of conditions under 
                                which the evaluation required by this 
                                subsection shall be conducted, 
                                including baseline, adverse, and 
                                severely adverse, and methodologies, 
                                including models used to estimate 
                                losses on certain assets; and
                                    ``(II) provide copies of such 
                                regulations to the Comptroller General 
                                of the United States and the Panel of 
                                Economic Advisors of the Congressional 
                                Budget Office before publishing such 
                                regulations;'';
                                            (bb) in clause (ii), by 
                                        striking ``and nonbank 
                                        financial companies''; and
                                            (cc) in clause (v), by 
                                        inserting before the period the 
                                        following: ``, including any 
                                        results of a resubmitted 
                                        test''; and
                                    (II) by adding at the end the 
                                following:
                    ``(C) Application to ccar.--The requirements of 
                subparagraph (B) shall apply to all stress tests 
                performed under the Comprehensive Capital Analysis and 
                Review exercise established by the Board of 
                Governors.''; and
                            (ii) in paragraph (2)(A)--
                                    (I) by striking ``a bank holding 
                                company'' and inserting ``bank holding 
                                company''; and
                                    (II) by striking ``All other 
                                financial companies'' and inserting 
                                ``All other bank holding companies'';
                    (K) in subsection (j)--
                            (i) in paragraph (1), by striking ``or a 
                        nonbank financial company supervised by the 
                        Board of Governors''; and
                            (ii) in paragraph (2), by striking ``the 
                        factors described in subsections (a) and (b) of 
                        section 113 and any other'' and inserting 
                        ``any'';
                    (L) in subsection (k)(1), by striking ``or nonbank 
                financial company supervised by the Board of 
                Governors''; and
                    (M) by adding at the end the following:
    ``(l) Exemption for Qualifying Banking Organizations.--This section 
shall not apply to a proposed acquisition by a qualifying banking 
organization, as defined under section 105 of the Financial CHOICE Act 
of 2016.''.
    (c) Actions to Create a Bank Holding Company.--Section 3(b)(1) of 
the Bank Holding Company Act of 1956 (12 U.S.C. 1842(b)(1)) is 
amended--
            (1) by striking ``Upon receiving'' and inserting the 
        following:
                    ``(A) In general.--Upon receiving'';
            (2) by striking ``Notwithstanding any other provision'' and 
        inserting the following:
                    ``(B) Immediate action.--
                            ``(i) In general.--Notwithstanding any 
                        other provision''; and
            (3) by adding at the end the following:
                            ``(ii) Exception.--The Board may not take 
                        any action pursuant to clause (i) on an 
                        application that would cause any company to 
                        become a bank holding company unless such 
                        application involves the company acquiring a 
                        bank that is critically undercapitalized (as 
                        such term is defined under section 38(b) of the 
                        Federal Deposit Insurance Act).''.
    (d) Concentration Limits Applied Only to Banking Organizations.--
Section 14 of the Bank Holding Company Act of 1956 (12 U.S.C. 1852) is 
amended--
            (1) by striking ``financial company'' each place such term 
        appears and inserting ``banking organization'';
            (2) in subsection (a)--
                    (A) by amending paragraph (2) to read as follows:
            ``(2) the term `banking organization' means--
                    ``(A) an insured depository institution;
                    ``(B) a bank holding company;
                    ``(C) a savings and loan holding company;
                    ``(D) a company that controls an insured depository 
                institution; and
                    ``(E) a foreign bank or company that is treated as 
                a bank holding company for purposes of this Act; and'';
                    (B) in paragraph (3)--
                            (i) in subparagraph (A)(ii), by adding 
                        ``and'' at the end;
                            (ii) in subparagraph (B)(ii), by striking 
                        ``; and'' and inserting a period; and
                            (iii) by striking subparagraph (C); and
            (3) in subsection (b), by striking ``financial companies'' 
        and inserting ``banking organizations''.
    (e) Conforming Amendment.--Section 3502(5) of title 44, United 
States Code, is amended by striking ``the Office of Financial 
Research,''.
    (f) Clerical Amendment.--The table of contents under section 1(b) 
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is 
amended by striking the items relating to subtitle B of title I and 
113, 114, 115, 116, 117, 119, 120, 121, 161, 162, 164, 166, 167, 168, 
170, 172, 174, and 175.

        Subtitle B--Repeal of the Orderly Liquidation Authority

SEC. 221. REPEAL OF THE ORDERLY LIQUIDATION AUTHORITY.

    (a) In General.--Title II of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act is hereby repealed and any Federal law amended 
by such title shall, on and after the effective date of this Act, be 
effective as if title II of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act had not been enacted.
    (b) Conforming Amendments.--
            (1) Dodd-frank wall street reform and consumer protection 
        act.--The Dodd-Frank Wall Street Reform and Consumer Protection 
        Act is amended--
                    (A) in the table of contents for such Act, by 
                striking all items relating to title II;
                    (B) in section 151, by amending paragraph (2) to 
                read as follows:
            ``(2) the term `financial company' means--
                    ``(A) any company that is incorporated or organized 
                under any provision of Federal law or the laws of any 
                State;
                    ``(B) any company that is--
                            ``(i) a bank holding company, as defined in 
                        section 2(a) of the Bank Holding Company Act of 
                        1956 (12 U.S.C. 1841(a));
                            ``(ii) a nonbank financial company 
                        supervised by the Board of Governors;
                            ``(iii) any company that is predominantly 
                        engaged in activities that the Board of 
                        Governors has determined are financial in 
                        nature or incidental thereto for purposes of 
                        section 4(k) of the Bank Holding Company Act of 
                        1956 (12 U.S.C. 1843(k)) other than a company 
                        described in clause (i) or (ii); or
                            ``(iv) any subsidiary of any company 
                        described in any of clauses (i) through (iii) 
                        that is predominantly engaged in activities 
                        that the Board of Governors has determined are 
                        financial in nature or incidental thereto for 
                        purposes of section 4(k) of the Bank Holding 
                        Company Act of 1956 (12 U.S.C. 1843(k)) (other 
                        than a subsidiary that is an insured depository 
                        institution or an insurance company);
                    ``(C) any company that is not a Farm Credit System 
                institution chartered under and subject to the 
                provisions of the Farm Credit Act of 1971, as amended 
                (12 U.S.C. 2001 et seq.), a governmental entity, or a 
                regulated entity, as defined under section 1303(20) of 
                the Federal Housing Enterprises Financial Safety and 
                Soundness Act of 1992 (12 U.S.C. 4502(20)); and
                    ``(D) includes an insured depository institution 
                and an insurance company;'';
                    (C) in section 165(d)(6), by striking ``, a 
                receiver appointed under title II,''; and
                    (D) in section 716(g), by striking ``or a covered 
                financial company under title II''.
            (2) Federal deposit insurance act.--Section 10(b)(3) of the 
        Federal Deposit Insurance Act (12 U.S.C. 1820(b)(3)) is amended 
        by striking ``, or of such nonbank financial company supervised 
        by the Board of Governors or bank holding company described in 
        section 165(a) of the Financial Stability Act of 2010, for the 
        purpose of implementing its authority to provide for orderly 
        liquidation of any such company under title II of that Act''.
            (3) Federal reserve act.--Section 13(3) of the Federal 
        Reserve Act is amended--
                    (A) in subparagraph (B)--
                            (i) in clause (ii), by striking ``, 
                        resolution under title II of the Dodd-Frank 
                        Wall Street Reform and Consumer Protection Act, 
                        or'' and inserting ``or is subject to 
                        resolution under''; and
                            (ii) in clause (iii), by striking ``, 
                        resolution under title II of the Dodd-Frank 
                        Wall Street Reform and Consumer Protection Act, 
                        or'' and inserting ``or resolution under''; and
                    (B) by striking subparagraph (E).

              Subtitle C--Financial Institution Bankruptcy

SEC. 231. GENERAL PROVISIONS RELATING TO COVERED FINANCIAL 
              CORPORATIONS.

    (a) Definition.--Section 101 of title 11, United States Code, is 
amended by inserting the following after paragraph (9):
            ``(9A) The term `covered financial corporation' means any 
        corporation incorporated or organized under any Federal or 
        State law, other than a stockbroker, a commodity broker, or an 
        entity of the kind specified in paragraph (2) or (3) of section 
        109(b), that is--
                    ``(A) a bank holding company, as defined in section 
                2(a) of the Bank Holding Company Act of 1956; or
                    ``(B) a corporation that exists for the primary 
                purpose of owning, controlling and financing its 
                subsidiaries, that has total consolidated assets of 
                $50,000,000,000 or greater, and for which, in its most 
                recently completed fiscal year--
                            ``(i) annual gross revenues derived by the 
                        corporation and all of its subsidiaries from 
                        activities that are financial in nature (as 
                        defined in section 4(k) of the Bank Holding 
                        Company Act of 1956) and, if applicable, from 
                        the ownership or control of one or more insured 
                        depository institutions, represents 85 percent 
                        or more of the consolidated annual gross 
                        revenues of the corporation; or
                            ``(ii) the consolidated assets of the 
                        corporation and all of its subsidiaries related 
                        to activities that are financial in nature (as 
                        defined in section 4(k) of the Bank Holding 
                        Company Act of 1956) and, if applicable, 
                        related to the ownership or control of one or 
                        more insured depository institutions, 
                        represents 85 percent or more of the 
                        consolidated assets of the corporation.''.
    (b) Applicability of Chapters.--Section 103 of title 11, United 
States Code, is amended by adding at the end the following:
    ``(l) Subchapter V of chapter 11 of this title applies only in a 
case under chapter 11 concerning a covered financial corporation.''.
    (c) Who May Be a Debtor.--Section 109 of title 11, United States 
Code, is amended--
            (1) in subsection (b)--
                    (A) in paragraph (2), by striking ``or'' at the 
                end;
                    (B) in paragraph (3)(B), by striking the period at 
                the end and inserting ``; or''; and
                    (C) by adding at the end the following:
            ``(4) a covered financial corporation.''; and
            (2) in subsection (d)--
                    (A) by striking ``and'' before ``an uninsured State 
                member bank'';
                    (B) by striking ``or'' before ``a corporation''; 
                and
                    (C) by inserting ``, or a covered financial 
                corporation'' after ``Federal Deposit Insurance 
                Corporation Improvement Act of 1991''.
    (d) Conversion to Chapter 7.--Section 1112 of title 11, United 
States Code, is amended by adding at the end the following:
    ``(g) Notwithstanding section 109(b), the court may convert a case 
under subchapter V to a case under chapter 7 if--
            ``(1) a transfer approved under section 1185 has been 
        consummated;
            ``(2) the court has ordered the appointment of a special 
        trustee under section 1186; and
            ``(3) the court finds, after notice and a hearing, that 
        conversion is in the best interest of the creditors and the 
        estate.''.
    (e)(1) Section 726(a)(1) of title 11, United States Code, is 
amended by inserting after ``first,'' the following: ``in payment of 
any unpaid fees, costs, and expenses of a special trustee appointed 
under section 1186, and then''.
    (2) Section 1129(a) of title 11, United States Code, is amended by 
inserting after paragraph (16) the following:
            ``(17) In a case under subchapter V, all payable fees, 
        costs, and expenses of the special trustee have been paid or 
        the plan provides for the payment of all such fees, costs, and 
        expenses on the effective date of the plan.
            ``(18) In a case under subchapter V, confirmation of the 
        plan is not likely to cause serious adverse effects on 
        financial stability in the United States.''.
    (f) Section 322(b)(2) of title 11, United States Code, is amended 
by striking ``The'' and inserting ``In cases under subchapter V, the 
United States trustee shall recommend to the court, and in all other 
cases, the''.

SEC. 232. LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A COVERED 
              FINANCIAL CORPORATION.

    Chapter 11 of title 11, United States Code, is amended by adding at 
the end the following (and conforming the table of contents for such 
chapter accordingly):

 ``SUBCHAPTER V--LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A 
                     COVERED FINANCIAL CORPORATION

``Sec. 1181. Inapplicability of other sections
    ``Sections 303 and 321(c) do not apply in a case under this 
subchapter concerning a covered financial corporation. Section 365 does 
not apply to a transfer under section 1185, 1187, or 1188.
``Sec. 1182. Definitions for this subchapter
    ``In this subchapter, the following definitions shall apply:
            ``(1) The term `Board' means the Board of Governors of the 
        Federal Reserve System.
            ``(2) The term `bridge company' means a newly formed 
        corporation to which property of the estate may be transferred 
        under section 1185(a) and the equity securities of which may be 
        transferred to a special trustee under section 1186(a).
            ``(3) The term `capital structure debt' means all unsecured 
        debt of the debtor for borrowed money for which the debtor is 
        the primary obligor, other than a qualified financial contract 
        and other than debt secured by a lien on property of the estate 
        that is to be transferred to a bridge company pursuant to an 
        order of the court under section 1185(a).
            ``(4) The term `contractual right' means a contractual 
        right of a kind defined in section 555, 556, 559, 560, or 561.
            ``(5) The term `qualified financial contract' means any 
        contract of a kind defined in paragraph (25), (38A), (47), or 
        (53B) of section 101, section 741(7), or paragraph (4), (5), 
        (11), or (13) of section 761.
            ``(6) The term `special trustee' means the trustee of a 
        trust formed under section 1186(a)(1).
``Sec. 1183. Commencement of a case concerning a covered financial 
              corporation
    ``(a) A case under this subchapter concerning a covered financial 
corporation may be commenced by the filing of a petition with the court 
by the debtor under section 301 only if the debtor states to the best 
of its knowledge under penalty of perjury in the petition that it is a 
covered financial corporation.
    ``(b) The commencement of a case under subsection (a) constitutes 
an order for relief under this subchapter.
    ``(c) The members of the board of directors (or body performing 
similar functions) of a covered financial company shall have no 
liability to shareholders, creditors, or other parties in interest for 
a good faith filing of a petition to commence a case under this 
subchapter, or for any reasonable action taken in good faith in 
contemplation of or in connection with such a petition or a transfer 
under section 1185 or section 1186, whether prior to or after 
commencement of the case.
    ``(d) Counsel to the debtor shall provide, to the greatest extent 
practicable without disclosing the identity of the potential debtor, 
sufficient confidential notice to the chief judge of the court of 
appeals for the circuit embracing the district in which such counsel 
intends to file a petition to commence a case under this subchapter 
regarding the potential commencement of such case. The chief judge of 
such court shall randomly assign to preside over such case a bankruptcy 
judge selected from among the bankruptcy judges designated by the Chief 
Justice of the United States under section 298 of title 28.
``Sec. 1184. Regulators
    ``The Board, the Securities Exchange Commission, the Office of the 
Comptroller of the Currency of the Department of the Treasury, the 
Commodity Futures Trading Commission, and the Federal Deposit Insurance 
Corporation may raise and may appear and be heard on any issue in any 
case or proceeding under this subchapter.
``Sec. 1185. Special transfer of property of the estate
    ``(a) On request of the trustee, and after notice and a hearing 
that shall occur not less than 24 hours after the order for relief, the 
court may order a transfer under this section of property of the 
estate, and the assignment of executory contracts, unexpired leases, 
and qualified financial contracts of the debtor, to a bridge company. 
Upon the entry of an order approving such transfer, any property 
transferred, and any executory contracts, unexpired leases, and 
qualified financial contracts assigned under such order shall no longer 
be property of the estate. Except as provided under this section, the 
provisions of section 363 shall apply to a transfer and assignment 
under this section.
    ``(b) Unless the court orders otherwise, notice of a request for an 
order under subsection (a) shall consist of electronic or telephonic 
notice of not less than 24 hours to--
            ``(1) the debtor;
            ``(2) the holders of the 20 largest secured claims against 
        the debtor;
            ``(3) the holders of the 20 largest unsecured claims 
        against the debtor;
            ``(4) counterparties to any debt, executory contract, 
        unexpired lease, and qualified financial contract requested to 
        be transferred under this section;
            ``(5) the Board;
            ``(6) the Federal Deposit Insurance Corporation;
            ``(7) the Secretary of the Treasury and the Office of the 
        Comptroller of the Currency of the Treasury;
            ``(8) the Commodity Futures Trading Commission;
            ``(9) the Securities and Exchange Commission;
            ``(10) the United States trustee or bankruptcy 
        administrator; and
            ``(11) each primary financial regulatory agency, as defined 
        in section 2(12) of the Dodd-Frank Wall Street Reform and 
        Consumer Protection Act, with respect to any affiliate the 
        equity securities of which are proposed to be transferred under 
        this section.
    ``(c) The court may not order a transfer under this section unless 
the court determines, based upon a preponderance of the evidence, 
that--
            ``(1) the transfer under this section is necessary to 
        prevent serious adverse effects on financial stability in the 
        United States;
            ``(2) the transfer does not provide for the assumption of 
        any capital structure debt by the bridge company;
            ``(3) the transfer does not provide for the transfer to the 
        bridge company of any property of the estate that is subject to 
        a lien securing a debt, executory contract, unexpired lease or 
        agreement (including a qualified financial contract) of the 
        debtor unless--
                    ``(A)(i) the bridge company assumes such debt, 
                executory contract, unexpired lease or agreement 
                (including a qualified financial contract), including 
                any claims arising in respect thereof that would not be 
                allowed secured claims under section 506(a)(1) and 
                after giving effect to such transfer, such property 
                remains subject to the lien securing such debt, 
                executory contract, unexpired lease or agreement 
                (including a qualified financial contract); and
                    ``(ii) the court has determined that assumption of 
                such debt, executory contract, unexpired lease or 
                agreement (including a qualified financial contract) by 
                the bridge company is in the best interests of the 
                estate; or
                    ``(B) such property is being transferred to the 
                bridge company in accordance with the provisions of 
                section 363;
            ``(4) the transfer does not provide for the assumption by 
        the bridge company of any debt, executory contract, unexpired 
        lease or agreement (including a qualified financial contract) 
        of the debtor secured by a lien on property of the estate 
        unless the transfer provides for such property to be 
        transferred to the bridge company in accordance with paragraph 
        (3)(A) of this subsection;
            ``(5) the transfer does not provide for the transfer of the 
        equity of the debtor;
            ``(6) the trustee has demonstrated that the bridge company 
        is not likely to fail to meet the obligations of any debt, 
        executory contract, qualified financial contract, or unexpired 
        lease assumed and assigned to the bridge company;
            ``(7) the transfer provides for the transfer to a special 
        trustee all of the equity securities in the bridge company and 
        appointment of a special trustee in accordance with section 
        1186;
            ``(8) after giving effect to the transfer, adequate 
        provision has been made for the fees, costs, and expenses of 
        the estate and special trustee; and
            ``(9) the bridge company will have governing documents, and 
        initial directors and senior officers, that are in the best 
        interest of creditors and the estate.
    ``(d) Immediately before a transfer under this section, the bridge 
company that is the recipient of the transfer shall--
            ``(1) not have any property, executory contracts, unexpired 
        leases, qualified financial contracts, or debts, other than any 
        property acquired or executory contracts, unexpired leases, or 
        debts assumed when acting as a transferee of a transfer under 
        this section; and
            ``(2) have equity securities that are property of the 
        estate, which may be sold or distributed in accordance with 
        this title.
``Sec. 1186. Special trustee
    ``(a)(1) An order approving a transfer under section 1185 shall 
require the trustee to transfer to a qualified and independent special 
trustee, who is appointed by the court, all of the equity securities in 
the bridge company that is the recipient of a transfer under section 
1185 to hold in trust for the sole benefit of the estate, subject to 
satisfaction of the special trustee's fees, costs, and expenses. The 
trust of which the special trustee is the trustee shall be a newly 
formed trust governed by a trust agreement approved by the court as in 
the best interests of the estate, and shall exist for the sole purpose 
of holding and administering, and shall be permitted to dispose of, the 
equity securities of the bridge company in accordance with the trust 
agreement.
    ``(2) In connection with the hearing to approve a transfer under 
section 1185, the trustee shall confirm to the court that the Board has 
been consulted regarding the identity of the proposed special trustee 
and advise the court of the results of such consultation.
    ``(b) The trust agreement governing the trust shall provide--
            ``(1) for the payment of the fees, costs, expenses, and 
        indemnities of the special trustee from the assets of the 
        debtor's estate;
            ``(2) that the special trustee provide--
                    ``(A) quarterly reporting to the estate, which 
                shall be filed with the court; and
                    ``(B) information about the bridge company 
                reasonably requested by a party in interest to prepare 
                a disclosure statement for a plan providing for 
                distribution of any securities of the bridge company if 
                such information is necessary to prepare such 
                disclosure statement;
            ``(3) that for as long as the equity securities of the 
        bridge company are held by the trust, the special trustee shall 
        file a notice with the court in connection with--
                    ``(A) any change in a director or senior officer of 
                the bridge company;
                    ``(B) any modification to the governing documents 
                of the bridge company; and
                    ``(C) any material corporate action of the bridge 
                company, including--
                            ``(i) recapitalization;
                            ``(ii) a material borrowing;
                            ``(iii) termination of an intercompany debt 
                        or guarantee;
                            ``(iv) a transfer of a substantial portion 
                        of the assets of the bridge company; or
                            ``(v) the issuance or sale of any 
                        securities of the bridge company;
            ``(4) that any sale of any equity securities of the bridge 
        company shall not be consummated until the special trustee 
        consults with the Federal Deposit Insurance Corporation and the 
        Board regarding such sale and discloses the results of such 
        consultation with the court;
            ``(5) that, subject to reserves for payments permitted 
        under paragraph (1) provided for in the trust agreement, the 
        proceeds of the sale of any equity securities of the bridge 
        company by the special trustee be held in trust for the benefit 
        of or transferred to the estate;
            ``(6) the process and guidelines for the replacement of the 
        special trustee; and
            ``(7) that the property held in trust by the special 
        trustee is subject to distribution in accordance with 
        subsection (c).
    ``(c)(1) The special trustee shall distribute the assets held in 
trust--
            ``(A) if the court confirms a plan in the case, in 
        accordance with the plan on the effective date of the plan; or
            ``(B) if the case is converted to a case under chapter 7, 
        as ordered by the court.
    ``(2) As soon as practicable after a final distribution under 
paragraph (1), the office of the special trustee shall terminate, 
except as may be necessary to wind up and conclude the business and 
financial affairs of the trust.
    ``(d) After a transfer to the special trustee under this section, 
the special trustee shall be subject only to applicable nonbankruptcy 
law, and the actions and conduct of the special trustee shall no longer 
be subject to approval by the court in the case under this subchapter.
``Sec. 1187. Temporary and supplemental automatic stay; assumed debt
    ``(a)(1) A petition filed under section 1183 operates as a stay, 
applicable to all entities, of the termination, acceleration, or 
modification of any debt, contract, lease, or agreement of the kind 
described in paragraph (2), or of any right or obligation under any 
such debt, contract, lease, or agreement, solely because of--
            ``(A) a default by the debtor under any such debt, 
        contract, lease, or agreement; or
            ``(B) a provision in such debt, contract, lease, or 
        agreement, or in applicable nonbankruptcy law, that is 
        conditioned on--
                    ``(i) the insolvency or financial condition of the 
                debtor at any time before the closing of the case;
                    ``(ii) the commencement of a case under this title 
                concerning the debtor;
                    ``(iii) the appointment of or taking possession by 
                a trustee in a case under this title concerning the 
                debtor or by a custodian before the commencement of the 
                case; or
                    ``(iv) a credit rating agency rating, or absence or 
                withdrawal of a credit rating agency rating--
                            ``(I) of the debtor at any time after the 
                        commencement of the case;
                            ``(II) of an affiliate during the period 
                        from the commencement of the case until 48 
                        hours after such order is entered;
                            ``(III) of the bridge company while the 
                        trustee or the special trustee is a direct or 
                        indirect beneficial holder of more than 50 
                        percent of the equity securities of--
                                    ``(aa) the bridge company; or
                                    ``(bb) the affiliate, if all of the 
                                direct or indirect interests in the 
                                affiliate that are property of the 
                                estate are transferred under section 
                                1185; or
                            ``(IV) of an affiliate while the trustee or 
                        the special trustee is a direct or indirect 
                        beneficial holder of more than 50 percent of 
                        the equity securities of--
                                    ``(aa) the bridge company; or
                                    ``(bb) the affiliate, if all of the 
                                direct or indirect interests in the 
                                affiliate that are property of the 
                                estate are transferred under section 
                                1185.
    ``(2) A debt, contract, lease, or agreement described in this 
paragraph is--
            ``(A) any debt (other than capital structure debt), 
        executory contract, or unexpired lease of the debtor (other 
        than a qualified financial contract);
            ``(B) any agreement under which the debtor issued or is 
        obligated for debt (other than capital structure debt);
            ``(C) any debt, executory contract, or unexpired lease of 
        an affiliate (other than a qualified financial contract); or
            ``(D) any agreement under which an affiliate issued or is 
        obligated for debt.
    ``(3) The stay under this subsection terminates--
            ``(A) for the benefit of the debtor, upon the earliest of--
                    ``(i) 48 hours after the commencement of the case;
                    ``(ii) assumption of the debt, contract, lease, or 
                agreement by the bridge company under an order 
                authorizing a transfer under section 1185;
                    ``(iii) a final order of the court denying the 
                request for a transfer under section 1185; or
                    ``(iv) the time the case is dismissed; and
            ``(B) for the benefit of an affiliate, upon the earliest 
        of--
                    ``(i) the entry of an order authorizing a transfer 
                under section 1185 in which the direct or indirect 
                interests in the affiliate that are property of the 
                estate are not transferred under section 1185;
                    ``(ii) a final order by the court denying the 
                request for a transfer under section 1185;
                    ``(iii) 48 hours after the commencement of the case 
                if the court has not ordered a transfer under section 
                1185; or
                    ``(iv) the time the case is dismissed.
    ``(4) Subsections (d), (e), (f), and (g) of section 362 apply to a 
stay under this subsection.
    ``(b) A debt, executory contract (other than a qualified financial 
contract), or unexpired lease of the debtor, or an agreement under 
which the debtor has issued or is obligated for any debt, may be 
assumed by a bridge company in a transfer under section 1185 
notwithstanding any provision in an agreement or in applicable 
nonbankruptcy law that--
            ``(1) prohibits, restricts, or conditions the assignment of 
        the debt, contract, lease, or agreement; or
            ``(2) accelerates, terminates, or modifies, or permits a 
        party other than the debtor to terminate or modify, the debt, 
        contract, lease, or agreement on account of--
                    ``(A) the assignment of the debt, contract, lease, 
                or agreement; or
                    ``(B) a change in control of any party to the debt, 
                contract, lease, or agreement.
    ``(c)(1) A debt, contract, lease, or agreement of the kind 
described in subparagraph (A) or (B) of subsection (a)(2) may not be 
accelerated, terminated, or modified, and any right or obligation under 
such debt, contract, lease, or agreement may not be accelerated, 
terminated, or modified, as to the bridge company solely because of a 
provision in the debt, contract, lease, or agreement or in applicable 
nonbankruptcy law--
            ``(A) of the kind described in subsection (a)(1)(B) as 
        applied to the debtor;
            ``(B) that prohibits, restricts, or conditions the 
        assignment of the debt, contract, lease, or agreement; or
            ``(C) that accelerates, terminates, or modifies, or permits 
        a party other than the debtor to terminate or modify, the debt, 
        contract, lease or agreement on account of--
                    ``(i) the assignment of the debt, contract, lease, 
                or agreement; or
                    ``(ii) a change in control of any party to the 
                debt, contract, lease, or agreement.
    ``(2) If there is a default by the debtor under a provision other 
than the kind described in paragraph (1) in a debt, contract, lease or 
agreement of the kind described in subparagraph (A) or (B) of 
subsection (a)(2), the bridge company may assume such debt, contract, 
lease, or agreement only if the bridge company--
            ``(A) shall cure the default;
            ``(B) compensates, or provides adequate assurance in 
        connection with a transfer under section 1185 that the bridge 
        company will promptly compensate, a party other than the debtor 
        to the debt, contract, lease, or agreement, for any actual 
        pecuniary loss to the party resulting from the default; and
            ``(C) provides adequate assurance in connection with a 
        transfer under section 1185 of future performance under the 
        debt, contract, lease, or agreement, as determined by the court 
        under section 1185(c)(4).
``Sec. 1188. Treatment of qualified financial contracts and affiliate 
              contracts
    ``(a) Notwithstanding sections 362(b)(6), 362(b)(7), 362(b)(17), 
362(b)(27), 362(o), 555, 556, 559, 560, and 561, a petition filed under 
section 1183 operates as a stay, during the period specified in section 
1187(a)(3)(A), applicable to all entities, of the exercise of a 
contractual right--
            ``(1) to cause the modification, liquidation, termination, 
        or acceleration of a qualified financial contract of the debtor 
        or an affiliate;
            ``(2) to offset or net out any termination value, payment 
        amount, or other transfer obligation arising under or in 
        connection with a qualified financial contract of the debtor or 
        an affiliate; or
            ``(3) under any security agreement or arrangement or other 
        credit enhancement forming a part of or related to a qualified 
        financial contract of the debtor or an affiliate.
    ``(b)(1) During the period specified in section 1187(a)(3)(A), the 
trustee or the affiliate shall perform all payment and delivery 
obligations under such qualified financial contract of the debtor or 
the affiliate, as the case may be, that become due after the 
commencement of the case. The stay provided under subsection (a) 
terminates as to a qualified financial contract of the debtor or an 
affiliate immediately upon the failure of the trustee or the affiliate, 
as the case may be, to perform any such obligation during such period.
    ``(2) Any failure by a counterparty to any qualified financial 
contract of the debtor or any affiliate to perform any payment or 
delivery obligation under such qualified financial contract, including 
during the pendency of the stay provided under subsection (a), shall 
constitute a breach of such qualified financial contract by the 
counterparty.
    ``(c) Subject to the court's approval, a qualified financial 
contract between an entity and the debtor may be assigned to or assumed 
by the bridge company in a transfer under, and in accordance with, 
section 1185 if and only if--
            ``(1) all qualified financial contracts between the entity 
        and the debtor are assigned to and assumed by the bridge 
        company in the transfer under section 1185;
            ``(2) all claims of the entity against the debtor in 
        respect of any qualified financial contract between the entity 
        and the debtor (other than any claim that, under the terms of 
        the qualified financial contract, is subordinated to the claims 
        of general unsecured creditors) are assigned to and assumed by 
        the bridge company;
            ``(3) all claims of the debtor against the entity under any 
        qualified financial contract between the entity and the debtor 
        are assigned to and assumed by the bridge company; and
            ``(4) all property securing or any other credit enhancement 
        furnished by the debtor for any qualified financial contract 
        described in paragraph (1) or any claim described in paragraph 
        (2) or (3) under any qualified financial contract between the 
        entity and the debtor is assigned to and assumed by the bridge 
        company.
    ``(d) Notwithstanding any provision of a qualified financial 
contract or of applicable nonbankruptcy law, a qualified financial 
contract of the debtor that is assumed or assigned in a transfer under 
section 1185 may not be accelerated, terminated, or modified, after the 
entry of the order approving a transfer under section 1185, and any 
right or obligation under the qualified financial contract may not be 
accelerated, terminated, or modified, after the entry of the order 
approving a transfer under section 1185 solely because of a condition 
described in section 1187(c)(1), other than a condition of the kind 
specified in section 1187(b) that occurs after property of the estate 
no longer includes a direct beneficial interest or an indirect 
beneficial interest through the special trustee, in more than 50 
percent of the equity securities of the bridge company.
    ``(e) Notwithstanding any provision of any agreement or in 
applicable nonbankruptcy law, an agreement of an affiliate (including 
an executory contract, an unexpired lease, qualified financial 
contract, or an agreement under which the affiliate issued or is 
obligated for debt) and any right or obligation under such agreement 
may not be accelerated, terminated, or modified, solely because of a 
condition described in section 1187(c)(1), other than a condition of 
the kind specified in section 1187(b) that occurs after the bridge 
company is no longer a direct or indirect beneficial holder of more 
than 50 percent of the equity securities of the affiliate, at any time 
after the commencement of the case if--
            ``(1) all direct or indirect interests in the affiliate 
        that are property of the estate are transferred under section 
        1185 to the bridge company within the period specified in 
        subsection (a);
            ``(2) the bridge company assumes--
                    ``(A) any guarantee or other credit enhancement 
                issued by the debtor relating to the agreement of the 
                affiliate; and
                    ``(B) any obligations in respect of rights of 
                setoff, netting arrangement, or debt of the debtor that 
                directly arises out of or directly relates to the 
                guarantee or credit enhancement; and
            ``(3) any property of the estate that directly serves as 
        collateral for the guarantee or credit enhancement is 
        transferred to the bridge company.
``Sec. 1189. Licenses, permits, and registrations
    ``(a) Notwithstanding any otherwise applicable nonbankruptcy law, 
if a request is made under section 1185 for a transfer of property of 
the estate, any Federal, State, or local license, permit, or 
registration that the debtor or an affiliate had immediately before the 
commencement of the case and that is proposed to be transferred under 
section 1185 may not be accelerated, terminated, or modified at any 
time after the request solely on account of--
            ``(1) the insolvency or financial condition of the debtor 
        at any time before the closing of the case;
            ``(2) the commencement of a case under this title 
        concerning the debtor;
            ``(3) the appointment of or taking possession by a trustee 
        in a case under this title concerning the debtor or by a 
        custodian before the commencement of the case; or
            ``(4) a transfer under section 1185.
    ``(b) Notwithstanding any otherwise applicable nonbankruptcy law, 
any Federal, State, or local license, permit, or registration that the 
debtor had immediately before the commencement of the case that is 
included in a transfer under section 1185 shall be valid and all rights 
and obligations thereunder shall vest in the bridge company.
``Sec. 1190. Exemption from securities laws
    ``For purposes of section 1145, a security of the bridge company 
shall be deemed to be a security of a successor to the debtor under a 
plan if the court approves the disclosure statement for the plan as 
providing adequate information (as defined in section 1125(a)) about 
the bridge company and the security.
``Sec. 1191. Inapplicability of certain avoiding powers
    ``A transfer made or an obligation incurred by the debtor to an 
affiliate prior to or after the commencement of the case, including any 
obligation released by the debtor or the estate to or for the benefit 
of an affiliate, in contemplation of or in connection with a transfer 
under section 1185 is not avoidable under section 544, 547, 
548(a)(1)(B), or 549, or under any similar nonbankruptcy law.
``Sec. 1192. Consideration of financial stability
    ``The court may consider the effect that any decision in connection 
with this subchapter may have on financial stability in the United 
States.''.

SEC. 233. AMENDMENTS TO TITLE 28, UNITED STATES CODE.

    (a) Amendment to Chapter 13.--Chapter 13 of title 28, United States 
Code, is amended by adding at the end the following:
``Sec. 298. Judge for a case under subchapter V of chapter 11 of title 
              11
    ``(a)(1) Notwithstanding section 295, the Chief Justice of the 
United States shall designate not fewer than 10 bankruptcy judges to be 
available to hear a case under subchapter V of chapter 11 of title 11. 
Bankruptcy judges may request to be considered by the Chief Justice of 
the United States for such designation.
    ``(2) Notwithstanding section 155, a case under subchapter V of 
chapter 11 of title 11 shall be heard under section 157 by a bankruptcy 
judge designated under paragraph (1), who shall be randomly assigned to 
hear such case by the chief judge of the court of appeals for the 
circuit embracing the district in which the case is pending. To the 
greatest extent practicable, the approvals required under section 155 
should be obtained.
    ``(3) If the bankruptcy judge assigned to hear a case under 
paragraph (2) is not assigned to the district in which the case is 
pending, the bankruptcy judge shall be temporarily assigned to the 
district.
    ``(b) A case under subchapter V of chapter 11 of title 11, and all 
proceedings in the case, shall take place in the district in which the 
case is pending.
    ``(c) In this section, the term `covered financial corporation' has 
the meaning given that term in section 101(9A) of title 11.''.
    (b) Amendment to Section 1334 of Title 28.--Section 1334 of title 
28, United States Code, is amended by adding at the end the following:
    ``(f) This section does not grant jurisdiction to the district 
court after a transfer pursuant to an order under section 1185 of title 
11 of any proceeding related to a special trustee appointed, or to a 
bridge company formed, in connection with a case under subchapter V of 
chapter 11 of title 11.''.
    (c) Technical and Conforming Amendment.--The table of sections for 
chapter 13 of title 28, United States Code, is amended by adding at the 
end the following:

``298. Judge for a case under subchapter V of chapter 11 of title 
                            11.''.

                Subtitle D--Ending Government Guarantees

SEC. 241. REPEAL OF OBLIGATION GUARANTEE PROGRAM.

    (a) In General.--The following sections of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act (12 U.S.C. 5301 et seq.) are 
repealed:
            (1) Section 1104.
            (2) Section 1105.
            (3) Section 1106.
    (b) Clerical Amendment.--The table of contents under section 1(b) 
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is 
amended by striking the items relating to sections 1104, 1105, and 
1106.

SEC. 242. REPEAL OF SYSTEMIC RISK DETERMINATION IN RESOLUTIONS.

    Section 13(c)(4)(G) of the Federal Deposit Insurance Act (12 U.S.C. 
1823(c)(4)(G)) is hereby repealed.

SEC. 243. RESTRICTIONS ON USE OF THE EXCHANGE STABILIZATION FUND.

    (a) In General.--Section 5302 of title 31, United States Code, is 
amended by adding at the end the following:
    ``(e) Amounts in the fund may not be used for the establishment of 
a guaranty program for any nongovernmental entity.''.
    (b) Conforming Amendment.--Section 131(b) of the Emergency Economic 
Stabilization Act of 2008 (12 U.S.C. 5236(b)) is amended by inserting 
``, or for the purposes of preventing the liquidation or insolvency of 
any entity'' before the period.

     Subtitle E--Eliminating Financial Market Utility Designations

SEC. 251. REPEAL OF TITLE VIII.

    (a) Repeal.--Title VIII of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5461 et seq.) is repealed, and 
provisions of law amended by such title are restored and revived as if 
such title had never been enacted.
    (b) Clerical Amendment.--The table of contents in section 1(b) of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act is 
amended by striking the items relating to title VIII.

   TITLE III--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

       Subtitle A--Separation of Powers and Liberty Enhancements

SEC. 311. CONSUMER FINANCIAL OPPORTUNITY COMMISSION.

    (a) Making the Bureau an Independent Consumer Financial Opportunity 
Commission.--The Consumer Financial Protection Act of 2010 (12 U.S.C. 
5481 et seq.) is amended--
            (1) in section 1011--
                    (A) in the heading of such section, by striking 
                ``bureau of consumer financial protection'' and 
                inserting ``consumer financial opportunity 
                commission'';
                    (B) in subsection (a)--
                            (i) in the heading of such subsection, by 
                        striking ``Bureau'' and inserting 
                        ``Commission'';
                            (ii) by striking ``in the Federal Reserve 
                        System,'';
                            (iii) by striking ``independent bureau'' 
                        and inserting ``independent commission'';
                            (iv) by striking ``Bureau of Consumer 
                        Financial Protection'' and inserting ``Consumer 
                        Financial Opportunity Commission (hereinafter 
                        in this section referred to as the 
                        `Commission')''; and
                            (v) by striking ``Bureau'' each place such 
                        term appears and inserting ``Commission'';
                    (C) by striking subsections (b), (c), and (d);
                    (D) by redesignating subsection (e) as subsection 
                (h);
                    (E) in subsection (h), as so redesignated--
                            (i) by striking ``, including in cities in 
                        which the Federal reserve banks, or branches of 
                        such banks, are located,''; and
                            (ii) by striking ``Bureau'' each place such 
                        term appears and inserting ``Commission''; and
                    (F) by inserting after subsection (a) the following 
                new subsections:
    ``(b) Composition of the Commission.--
            ``(1) In general.--The Commission shall be composed of 5 
        members who shall be appointed by the President, by and with 
        the advice and consent of the Senate, from among individuals 
        who--
                    ``(A) are citizens of the United States; and
                    ``(B) have strong competencies and experiences 
                related to consumer financial products and services.
            ``(2) Staggering.--The members of the Commission shall 
        serve staggered terms, which initially shall be established by 
        the President for terms of 1, 2, 3, 4, and 5 years, 
        respectively.
            ``(3) Terms.--
                    ``(A) In general.--Each member of the Commission, 
                including the Chair, shall serve for a term of 5 years.
                    ``(B) Removal.--The President may remove any member 
                of the Commission for inefficiency, neglect of duty, or 
                malfeasance in office.
                    ``(C) Vacancies.--Any member of the Commission 
                appointed to fill a vacancy occurring before the 
                expiration of the term to which that member's 
                predecessor was appointed (including the Chair) shall 
                be appointed only for the remainder of the term.
                    ``(D) Continuation of service.--Each member of the 
                Commission may continue to serve after the expiration 
                of the term of office to which that member was 
                appointed until a successor has been appointed by the 
                President and confirmed by the Senate, except that a 
                member may not continue to serve more than 1 year after 
                the date on which that member's term would otherwise 
                expire.
                    ``(E) Other employment prohibited.--No member of 
                the Commission shall engage in any other business, 
                vocation, or employment.
    ``(c) Affiliation.--Not more than 3 members of the Commission shall 
be members of any one political party.
    ``(d) Chair of the Commission.--
            ``(1) Appointment.--The Chair of the Commission shall be 
        appointed by the President from among the members of the 
        Commission.
            ``(2) Authority.--The Chair shall be the principal 
        executive officer of the Commission, and shall exercise all of 
        the executive and administrative functions of the Commission, 
        including with respect to--
                    ``(A) the appointment and supervision of personnel 
                employed under the Commission (other than personnel 
                employed regularly and full time in the immediate 
                offices of members of the Commission other than the 
                Chair);
                    ``(B) the distribution of business among personnel 
                appointed and supervised by the Chair and among 
                administrative units of the Commission; and
                    ``(C) the use and expenditure of funds.
            ``(3) Limitation.--In carrying out any of the Chair's 
        functions under the provisions of this subsection the Chair 
        shall be governed by general policies of the Commission and by 
        such regulatory decisions, findings, and determinations as the 
        Commission may by law be authorized to make.
            ``(4) Requests or estimates related to appropriations.--
        Requests or estimates for regular, supplemental, or deficiency 
        appropriations on behalf of the Commission may not be submitted 
        by the Chair without the prior approval of the Commission.
    ``(e) No Impairment by Reason of Vacancies.--No vacancy in the 
members of the Commission shall impair the right of the remaining 
members of the Commission to exercise all the powers of the Commission. 
Three members of the Commission shall constitute a quorum for the 
transaction of business, except that if there are only 3 members 
serving on the Commission because of vacancies in the Commission, 2 
members of the Commission shall constitute a quorum for the transaction 
of business. If there are only 2 members serving on the Commission 
because of vacancies in the Commission, 2 members shall constitute a 
quorum for the 6-month period beginning on the date of the vacancy 
which caused the number of Commission members to decline to 2.
    ``(f) Seal.--The Commission shall have an official seal.
    ``(g) Compensation.--
            ``(1) Chair.--The Chair shall receive compensation at the 
        rate prescribed for level I of the Executive Schedule under 
        section 5313 of title 5, United States Code.
            ``(2) Other members of the commission.--The 4 other members 
        of the Commission shall each receive compensation at the rate 
        prescribed for level II of the Executive Schedule under section 
        5314 of title 5, United States Code.'';
            (2) in section 1012(c), by striking paragraphs (2), (3), 
        (4), and (5); and
            (3) in section 1014(b), by striking ``Not fewer than 6 
        members shall be appointed upon the recommendation of the 
        regional Federal Reserve Bank Presidents, on a rotating 
        basis.''.
    (b) Deeming of Name.--Any reference in a law, regulation, document, 
paper, or other record of the United States to the Bureau of Consumer 
Financial Protection shall be deemed a reference to the Consumer 
Financial Opportunity Commission.
    (c) Conforming Amendments.--
            (1) Consumer financial protection act of 2010.--
                    (A) Replacement of references to director.--
                            (i) In general.--Except as provided under 
                        clause (ii) and subparagraph (B), the Consumer 
                        Financial Protection Act of 2010 (12 U.S.C. 
                        5481 et seq.) is amended--
                                    (I) by striking ``Director of the 
                                Bureau'' each place such term appears 
                                and inserting ``Consumer Financial 
                                Opportunity Commission'';
                                    (II) by striking ``Director'' each 
                                place such term appears and inserting 
                                ``Consumer Financial Opportunity 
                                Commission''; and
                                    (III) in section 1002, by striking 
                                paragraph (10).
                            (ii) Exceptions.--The amendments described 
                        under clause (i) shall not apply to the 
                        following provisions of the Consumer Financial 
                        Protection Act of 2010:
                                    (I) Paragraphs (5) and (6) of 
                                section 1013(d).
                                    (II) The second instance of 
                                ``Director'' under section 1017(a)(1), 
                                as redesignated by section 312.
                                    (III) Section 1043.
                                    (IV) Section 1061(b)(3).
                                    (V) Subsections (a)(1) and (b)(1) 
                                of section 1062.
                                    (VI) Section 1063(f).
                                    (VII) Subsection (a)(5)(A) and 
                                subparagraphs (E) and (G)(iii) of 
                                subsection (i)(2) of section 1064.
                                    (VIII) Section 1065(a).
                    (B) Exceptions.--The Consumer Financial Protection 
                Act of 2010 (12 U.S.C. 5481 et seq.) is amended--
                            (i) in section 1013(c)(3)--
                                    (I) by striking ``Assistant 
                                Director of the Bureau for'' and 
                                inserting ``Head of the Office of''; 
                                and
                                    (II) in subparagraph (B), by 
                                striking ``Assistant Director'' and 
                                inserting ``Head of the Office'';
                            (ii) in section 1013(g)(2)--
                                    (I) by striking ``Assistant 
                                director'' and inserting ``Head of the 
                                office''; and
                                    (II) by striking ``an assistant 
                                director'' and inserting ``a Head of 
                                the Office of Financial Protection for 
                                Older Americans'';
                            (iii) in section 1016(a), by striking 
                        ``Director of the Bureau'' and inserting 
                        ``Chair of the Consumer Financial Opportunity 
                        Commission''; and
                            (iv) in section 1027(l)(1), by striking 
                        ``Director and the Bureau'' and inserting 
                        ``Chair of the Consumer Financial Opportunity 
                        Commission and the Consumer Financial 
                        Opportunity Commission''; and
                            (v) in section 1066(a), by striking 
                        ``Director of the Bureau is'' and inserting 
                        ``first member of the Commission is''.
            (2) Dodd-frank wall street reform and consumer protection 
        act.--The Dodd-Frank Wall Street Reform and Consumer Protection 
        Act (12 U.S.C. 5301 et seq.) is amended--
                    (A) in the item relating to section 1011 in table 
                of contents in section 1(b) of such Act, by striking 
                ``Bureau of Consumer Financial Protection'' and 
                inserting ``Consumer Financial Opportunity 
                Commission''; and
                    (B) in section 1447, by striking ``Director of the 
                Bureau'' each place such term appears and inserting 
                ``Consumer Financial Opportunity Commission''.
            (3) Expedited funds availability act.--The Expedited Funds 
        Availability Act (12 U.S.C. 4001 et seq.), as amended by 
        section 1086 of the Consumer Financial Protection Act of 2010, 
        is amended by striking ``Director of the Bureau'' each place 
        such term appears and inserting ``Consumer Financial 
        Opportunity Commission''.
            (4) Federal financial institutions examination council act 
        of 1978.--Section 1004(a)(4) of the Federal Financial 
        Institutions Examination Council Act of 1978 (12 U.S.C. 
        3303(a)(4)), as amended by section 1091 of the Consumer 
        Financial Protection Act of 2010, is amended by striking 
        ``Director of the Consumer Financial Protection Bureau'' and 
        inserting ``Chair of the Consumer Financial Opportunity 
        Commission''.
            (5) Financial literacy and education improvement act.--
        Section 513 of the Financial Literacy and Education Improvement 
        Act (20 U.S.C. 9702), as amended by section 1013(d)(5) of the 
        Consumer Financial Protection Act of 2010, is amended by 
        striking ``Director of the Bureau of Consumer Financial 
        Protection'' each place such term appears and inserting ``Chair 
        of the Consumer Financial Opportunity Commission''.
            (6) Home mortgage disclosure act of 1975.--Section 307 of 
        the Home Mortgage Disclosure Act of 1975, as amended by section 
        1094(6) of the Consumer Financial Protection Act of 2010, is 
        amended by striking ``Director of the Bureau of Consumer 
        Financial Protection'' each place such term appears and 
        inserting ``Consumer Financial Opportunity Commission''.
            (7) Interstate land sales full disclosure act.--The 
        Interstate Land Sales Full Disclosure Act, as amended by 
        section 1098A of the Consumer Financial Protection Act of 2010, 
        is amended--
                    (A) by amending section 1402(1) to read as follows:
            ``(1) `Chair' means the Chair of the Consumer Financial 
        Opportunity Commission;''; and
                    (B) in section 1416(a), by striking ``Director of 
                the Bureau of Consumer Financial Protection'' and 
                inserting ``Chair''.
            (8) Real estate settlement procedures act of 1974.--Section 
        5 of the Real Estate Settlement Procedures Act of 1974 (12 
        U.S.C. 2604), as amended by section 1450 of the Dodd-Frank Wall 
        Street Reform and Consumer Protection Act, is amended--
                    (A) by striking ``The Director of the Bureau of 
                Consumer Financial Protection (hereafter in this 
                section referred to as the `Director')'' and inserting 
                ``The Consumer Financial Opportunity Commission'';
                    (B) by striking ``Director'' each place such term 
                appears and inserting ``Consumer Financial Opportunity 
                Commission''; and
                    (C) by striking ``Director'' each place such term 
                appears and inserting ``Chair''.
            (9) S.A.F.E. mortgage licensing act of 2008.--The S.A.F.E. 
        Mortgage Licensing Act of 2008 (12 U.S.C. 5101 et seq.), as 
        amended by section 1100 of the Consumer Financial Protection 
        Act of 2010, is amended--
                    (A) by striking ``Director'' each place such term 
                appears in headings and text and inserting ``Consumer 
                Financial Opportunity Commission''; and
                    (B) in section 1503, by striking paragraph (10).
            (10) Title 44, united states code.--Section 3513(c) of 
        title 44, United States Code, as amended by section 1100D(b) of 
        the Consumer Financial Protection Act of 2010, is amended by 
        striking ``Director of the Bureau'' and inserting ``Consumer 
        Financial Opportunity Commission''.

SEC. 312. BRINGING THE COMMISSION INTO THE REGULAR APPROPRIATIONS 
              PROCESS.

    Section 1017 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5497) is amended--
            (1) in subsection (a)--
                    (A) by amending the heading of such subsection to 
                read as follows: ``Budget, Financial Management, and 
                Audit.--'';
                    (B) by striking paragraphs (1), (2), and (3);
                    (C) by redesignating paragraphs (4) and (5) as 
                paragraphs (1) and (2), respectively; and
                    (D) by striking subparagraphs (E) and (F) of 
                paragraph (1), as so redesignated;
            (2) by striking subsections (b) and (c);
            (3) by redesignating subsections (d) and (e) as subsections 
        (b) and (c), respectively; and
            (4) in subsection (c), as so redesignated--
                    (A) by striking paragraphs (1), (2), and (3) and 
                inserting the following:
            ``(1) Authorization of appropriations.--There is authorized 
        to be appropriated to the Commission for fiscal year 2017 an 
        amount equal to the aggregate amount of funds transferred by 
        the Board of Governors to the Bureau of Consumer Financial 
        Protection during fiscal year 2015.''; and
                    (B) by redesignating paragraph (4) as paragraph 
                (2).

SEC. 313. CONSUMER FINANCIAL OPPORTUNITY COMMISSION INSPECTOR GENERAL 
              REFORM.

    (a) Appointment of Inspector General.--The Inspector General Act of 
1978 (5 U.S.C. App.) is amended--
            (1) in section 8G--
                    (A) in subsection (a)(2), by striking ``and the 
                Bureau of Consumer Financial Protection'';
                    (B) in subsection (c), by striking ``For purposes 
                of implementing this section'' and all that follows 
                through the end of the subsection; and
                    (C) in subsection (g)(3), by striking ``and the 
                Bureau of Consumer Financial Protection''; and
            (2) in section 12--
                    (A) in paragraph (1), by inserting ``the Consumer 
                Financial Opportunity Commission;'' after ``the 
                President of the Export-Import Bank;''; and
                    (B) in paragraph (2), by inserting ``the Consumer 
                Financial Opportunity Commission,'' after ``the Export-
                Import Bank,''.
    (b) Requirements for the Inspector General for the Consumer 
Financial Opportunity Commission.--
            (1) Establishment.--Section 1011 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5491), as amended by section 
        311, is further amended by adding at the end the following:
    ``(i) Inspector General.--There is established the position of the 
Inspector General of the Commission.''; and
            (2) Hearings.--Section 1016 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5496) is amended by inserting 
        after subsection (c) the following:
    ``(d) Additional Requirement for Inspector General.--On a separate 
occasion from that described in subsection (a), the Inspector General 
of the Commission shall appear, upon invitation, before the Committee 
on Banking, Housing, and Urban Affairs of the Senate and the Committee 
on Financial Services and the Committee on Energy and Commerce of the 
House of Representatives at semi-annual hearings regarding the reports 
required under subsection (b) and the reports required under section 5 
of the Inspector General Act of 1978 (5 U.S.C. App.).''.
            (3) Participation in the council of inspectors general on 
        financial oversight.--Section 989E(a)(1) of the Dodd-Frank Wall 
        Street Reform and Consumer Protection Act is amended by adding 
        at the end the following:
                    ``(J) The Consumer Financial Opportunity 
                Commission.''.
            (4) Deadline for appointment.--Not later than 60 days after 
        the date of the enactment of this Act, the President shall 
        appoint an Inspector General for the Consumer Financial 
        Opportunity Commission in accordance with section 3 of the 
        Inspector General Act of 1978 (5 U.S.C. App.).
    (c) Transition Period.--The Inspector General of the Board of 
Governors of the Federal Reserve System and the Bureau of Consumer 
Financial Protection shall serve in that position until the 
confirmation of an Inspector General for the Consumer Financial 
Opportunity Commission. At that time, the Inspector General of the 
Board of Governors of the Federal Reserve System and the Bureau of 
Consumer Financial Protection shall become the Inspector General of the 
Board of Governors of the Federal Reserve System.

SEC. 314. PRIVATE PARTIES AUTHORIZED TO COMPEL THE COMMISSION TO SEEK 
              SANCTIONS BY FILING CIVIL ACTIONS; ADJUDICATIONS DEEMED 
              ACTIONS.

    Section 1053 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5563) is amended by adding at the end the following:
    ``(f) Private Parties Authorized to Compel the Commission to Seek 
Sanctions by Filing Civil Actions.--
            ``(1) Termination of administrative proceeding.--In the 
        case of any person who is a party to a proceeding brought by 
        the Commission under this section, to which chapter 5 of title 
        5, United States Code, applies, and against whom an order 
        imposing a cease and desist order or a penalty may be issued at 
        the conclusion of the proceeding, that person may, not later 
        than 20 days after receiving notice of such proceeding, and at 
        that person's discretion, require the Commission to terminate 
        the proceeding.
            ``(2) Civil action authorized.--If a person requires the 
        Commission to terminate a proceeding pursuant to paragraph (1), 
        the Commission may bring a civil action against that person for 
        the same remedy that might be imposed.
    ``(g) Adjudications Deemed Actions.--Any administrative 
adjudication commenced under this section shall be deemed an `action' 
for purposes of section 1054(g).''.

SEC. 315. CIVIL INVESTIGATIVE DEMANDS TO BE APPEALED TO COURTS.

    Section 1052 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5562) is amended--
            (1) in subsection (c)--
                    (A) in paragraph (2), by inserting after ``shall 
                state'' the following: ``with specificity''; and
                    (B) by adding at the end the following:
            ``(14) Meeting requirement.--The recipient of a civil 
        investigative demand shall meet and confer with a Commission 
        investigator within 30 calendar days after receipt of the 
        demand to discuss and attempt to resolve all issues regarding 
        compliance with the civil investigative demand, unless the 
        Commission grants an extension requested by such recipient.'';
            (2) in subsection (f)--
                    (A) by amending paragraph (1) to read as follows:
            ``(1) In general.--Not later than 45 days after the service 
        of any civil investigative demand upon any person under 
        subsection (c), or at any time before the return date specified 
        in the demand, whichever period is shorter, or within such 
        period exceeding 45 days after service or in excess of such 
        return date as may be prescribed in writing, subsequent to 
        service, by any Commission investigator named in the demand, 
        such person may file, in the district court of the United 
        States for any judicial district in which such person resides, 
        is found, or transacts business, a petition for an order 
        modifying or setting aside the demand.''; and
                    (B) in paragraph (2), by striking ``at the 
                Bureau''; and
            (3) in subsection (h)--
                    (A) by striking ``(1) In general.--'' ; and
                    (B) by striking paragraph (2).

SEC. 316. COMMISSION DUAL MANDATE AND ECONOMIC ANALYSIS.

    (a) Purpose.--Section 1021(a) of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5511(a)) is amended--
            (1) by striking ``fair, transparent, and competitive'' and 
        inserting: ``fair and transparent''; and
            (2) by adding at the end the following: ``In addition, the 
        Commission shall seek to implement and, where applicable, 
        enforce Federal consumer financial law consistently for the 
        purpose of strengthening participation in markets by covered 
        persons, without Government interference or subsidies, to 
        increase competition and enhance consumer choice.''; and
    (b) Office of Economic Analysis.--
            (1) In general.--Section 1013 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5493) is amended by adding at 
        the end the following:
    ``(i) Office of Economic Analysis.--
            ``(1) Establishment.--The Chair shall establish an Office 
        of Economic Analysis.
            ``(2) Review and assessment of proposed rules and 
        regulations.--The Office of Economic Analysis shall--
                    ``(A) review all proposed rules and regulations of 
                the Commission;
                    ``(B) assess the impact of such rules and 
                regulations on consumer choice, price, and access to 
                credit products; and
                    ``(C) publish a report on such reviews and 
                assessments in the Federal Register.
            ``(3) Measuring existing rules and regulations.--The Office 
        of Economic Analysis shall--
                    ``(A) review each rule and regulation issued by the 
                Commission after 1, 2, 5, and 10 years;
                    ``(B) measure the rule or regulation's success in 
                solving the problem that the rule or regulation was 
                intended to solve when issued; and
                    ``(C) publish a report on such review and 
                measurement in the Federal Register.''.
            (2) Consideration of review and assessment; rulemaking 
        requirements.--Section 1022(b) of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5512(b)) is amended by adding 
        at the end the following:
            ``(5) Consideration of review and assessment by the office 
        of economic analysis.--
                    ``(A) In general.--Before issuing any rule or 
                regulation, the Chair shall consider the review and 
                assessment of such rule or regulation carried out by 
                the Office of Economic Analysis.
                    ``(B) Notice of disagreement.--If a member of the 
                Commission disagrees with any part of a review and 
                assessment described under subparagraph (A) with 
                respect to any rule or regulation, the member shall 
                accompany any such rule or regulation with a statement 
                explaining why the member so disagrees.
            ``(6) Identification of problems and metrics for judging 
        success.--
                    ``(A) In general.--The Chair shall, in each 
                proposed rulemaking of the Commission--
                            ``(i) identify the problem that the 
                        particular rule or regulations is seeking to 
                        solve; and
                            ``(ii) specify the metrics by which the 
                        Commission will measure the success of the rule 
                        or regulation in solving such problem.
                    ``(B) Required metrics.--The metrics specified 
                under subparagraph (A)(ii) shall include a measurement 
                of changes to consumer access to, and cost of, consumer 
                financial products and services.''.
    (c) Avoidance of Duplicative or Unnecessary Analyses.--The 
Commission may perform any of the analyses required by this section in 
conjunction with, or as part of, any other agenda or analysis required 
by any other provision of law, if such other agenda or analysis 
satisfies the provisions of this section.

SEC. 317. NO DEFERENCE TO COMMISSION INTERPRETATION.

    The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
            (1) in section 1022(b)(4)--
                    (A) by striking ``(A) In general.--''; and
                    (B) by striking subparagraph (B); and
            (2) in section 1061(b)(5)(E)--
                    (A) by striking ``affords to the--'' and all that 
                follows through ``(i) Federal Trade Commission'' and 
                inserting ``affords to the Federal Trade Commission'';
                    (B) by striking ``; or'' and inserting a period; 
                and
                    (C) by striking clause (ii).

                Subtitle B--Administrative Enhancements

SEC. 321. COMMISSION ADVISORY BOARDS.

    (a) In General.--The Consumer Financial Protection Act of 2010 is 
amended by inserting after section 1014 (12 U.S.C. 5494) the following 
new section:

``SEC. 1014A. ADVISORY BOARDS.

    ``(a) Small Business Advisory Board.--
            ``(1) Establishment.--The Commission shall establish a 
        Small Business Advisory Board--
                    ``(A) to advise and consult with the Commission in 
                the exercise of the Commission's functions under the 
                Federal consumer financial laws applicable to eligible 
                financial products or services; and
                    ``(B) to provide information on emerging practices 
                of small business concerns that provide eligible 
                financial products or services, including regional 
                trends, concerns, and other relevant information.
            ``(2) Membership.--
                    ``(A) Number.--The Commission shall appoint no 
                fewer than 15 and no more than 20 members to the Small 
                Business Advisory Board.
                    ``(B) Qualification.--Members appointed pursuant to 
                subparagraph (A) shall be representatives of small 
                business concerns that--
                            ``(i) provide eligible financial products 
                        or services;
                            ``(ii) are service providers to covered 
                        persons; and
                            ``(iii) use consumer financial products or 
                        services in financing the business activities 
                        of such concern.
            ``(3) Meetings.--The Small Business Advisory Board--
                    ``(A) shall meet from time to time at the call of 
                the Commission; and
                    ``(B) shall meet at least twice each year.
    ``(b) Credit Union Advisory Council.--
            ``(1) Establishment.--The Commission shall establish a 
        Credit Union Advisory Council to advise and consult with the 
        Commission on consumer financial products or services that 
        impact credit unions.
            ``(2) Membership.--The Commission shall appoint no fewer 
        than 15 and no more than 20 members to the Credit Union 
        Advisory Council.
            ``(3) Meetings.--The Credit Union Advisory Council--
                    ``(A) shall meet from time to time at the call of 
                the Commission; and
                    ``(B) shall meet at least twice each year.
    ``(c) Community Bank Advisory Council.--
            ``(1) Establishment.--The Commission shall establish a 
        Community Bank Advisory Council to advise and consult with the 
        Commission on consumer financial products or services that 
        impact community banks.
            ``(2) Membership.--The Commission shall appoint no fewer 
        than 15 and no more than 20 members to the Community Bank 
        Advisory Council.
            ``(3) Meetings.--The Community Bank Advisory Council--
                    ``(A) shall meet from time to time at the call of 
                the Commission; and
                    ``(B) shall meet at least twice each year.
    ``(d) Compensation and Travel Expenses.--Members of the Small 
Business Advisory Board, the Credit Union Advisory Council, or the 
Community Bank Advisory Council who are not full-time employees of the 
United States shall--
            ``(1) be entitled to receive compensation at a rate fixed 
        by the Commission while attending meetings of the Small 
        Business Advisory Board, the Credit Union Advisory Council, or 
        the Community Bank Advisory Council, including travel time; and
            ``(2) be allowed travel expenses, including transportation 
        and subsistence, while away from their homes or regular places 
        of business.
    ``(e) Definitions.--In this section--
            ``(1) the term `eligible financial product or service' 
        means a financial product or service that is offered or 
        provided for use by consumers primarily for personal, family, 
        or household purposes as described in clause (i), (iii), (v), 
        (vi), or (ix) of section 1002(15)(A); and
            ``(2) the term `small business concern' has the meaning 
        given such term in section 3 of the Small Business Act (15 
        U.S.C. 632).''.
    (b) Table of Contents Amendment.--The table of contents in section 
1 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 
U.S.C. 5301 et seq.) is amended by inserting after the item relating to 
section 1014 the following new item:

``Sec. 1014A. Advisory Boards.''.

SEC. 322. ADVISORY OPINIONS.

    Section 1022(b) of the Consumer Financial Protection Act of 2010 
(12 U.S.C. 5512(b)), as amended by section 316, is further amended by 
adding at the end the following:
            ``(7) Advisory opinions.--
                    ``(A) Establishing procedures.--
                            ``(i) In general.--The Chair shall 
                        establish a procedure and, as necessary, 
                        promulgate rules to provide written opinions in 
                        response to inquiries concerning the 
                        conformance of specific conduct with Federal 
                        consumer financial law. In establishing the 
                        procedure the Chair shall consult with the 
                        prudential regulators and such other Federal 
                        departments and agencies as the Chair 
                        determines appropriate, and obtain the views of 
                        all interested persons through a public notice 
                        and comment period.
                            ``(ii) Scope of request.--A request for an 
                        opinion under this paragraph must relate to 
                        specific proposed or prospective conduct by a 
                        covered person contemplating the proposed or 
                        prospective conduct.
                            ``(iii) Submission.--A request for an 
                        opinion under this paragraph may be submitted 
                        to the Chair either by or on behalf of a 
                        covered person.
                            ``(iv) Right to withdraw inquiry.--Any 
                        inquiry under this paragraph may be withdrawn 
                        at any time prior to the Chair issuing an 
                        opinion in response to such inquiry, and any 
                        opinion based on an inquiry that has been 
                        withdrawn shall have no force or effect.
                    ``(B) Issuance of opinions.--
                            ``(i) In general.--The Chair shall, within 
                        90 days of receiving the request for an opinion 
                        under this paragraph, either--
                                    ``(I) issue an opinion stating 
                                whether the described conduct would 
                                violate Federal consumer financial law;
                                    ``(II) if permissible under clause 
                                (iii), deny the request; or
                                    ``(III) explain why it is not 
                                feasible to issue an opinion.
                            ``(ii) Extension.--Notwithstanding clause 
                        (i), if the Chair determines that the 
                        Commission requires additional time to issue an 
                        opinion, the Chair may make a single extension 
                        of the deadline of 90 days or less.
                            ``(iii) Denial of requests.--The Chair 
                        shall not issue an opinion, and shall so inform 
                        the requestor, if the request for an opinion--
                                    ``(I) asks a general question of 
                                interpretation;
                                    ``(II) asks about a hypothetical 
                                situation;
                                    ``(III) asks about the conduct of 
                                someone other than the covered person 
                                on whose behalf the request is made;
                                    ``(IV) asks about past conduct that 
                                the covered person on whose behalf the 
                                request is made does not plan to 
                                continue in the future; or
                                    ``(V) fails to provide necessary 
                                supporting information requested by the 
                                Commission within a reasonable time 
                                established by the Commission.
                            ``(iv) Amendment and revocation.--An 
                        advisory opinion issued under this paragraph 
                        may be amended or revoked at any time.
                            ``(v) Public disclosure.--An opinion 
                        rendered pursuant to this paragraph shall be 
                        placed in the Commission's public record 90 
                        days after the requesting party has received 
                        the advice, subject to any limitations on 
                        public disclosure arising from statutory 
                        restrictions, Commission regulations, or the 
                        public interest. The Commission shall redact 
                        any personal, confidential, or identifying 
                        information about the covered person or any 
                        other persons mentioned in the advisory 
                        opinion, unless the covered person consents to 
                        such disclosure.
                            ``(vi) Report to congress.--The Commission 
                        shall, concurrent with the semi-annual report 
                        required under section 1016(b), submit 
                        information regarding the number of requests 
                        for an advisory opinion received, the subject 
                        of each request, the number of requests denied 
                        pursuant to clause (iii), and the time needed 
                        to respond to each request.
                    ``(C) Reliance on opinion.--Any person may rely on 
                an opinion issued by the Chair pursuant to this 
                paragraph that has not been amended or withdrawn. No 
                liability under Federal consumer financial law shall 
                attach to conduct consistent with an advisory opinion 
                that had not been amended or withdrawn at the time the 
                conduct was undertaken.
                    ``(D) Confidentiality.--Any document or other 
                material that is received by the Commission or any 
                other Federal department or agency in connection with 
                an inquiry under this paragraph shall be exempt from 
                disclosure under section 552 of title 5, United States 
                Code (commonly referred to as the `Freedom of 
                Information Act') and may not, except with the consent 
                of the covered person making such inquiry, be made 
                publicly available, regardless of whether the Chair 
                responds to such inquiry or the covered person 
                withdraws such inquiry before receiving an opinion.
                    ``(E) Assistance for small businesses.--
                            ``(i) In general.--The Commission shall 
                        assist, to the maximum extent practicable, 
                        small businesses in preparing inquiries under 
                        this paragraph.
                            ``(ii) Small business defined.--For 
                        purposes of this subparagraph, the term `small 
                        business' has the meaning given the term `small 
                        business concern' under section 3 of the Small 
                        Business Act (15 U.S.C. 632).
                    ``(F) Inquiry fee.--
                            ``(i) In general.--The Chair shall develop 
                        a system to charge a fee for each inquiry made 
                        under this paragraph in an amount sufficient, 
                        in the aggregate, to pay for the cost of 
                        carrying out this paragraph.
                            ``(ii) Notice and comment.--Not later than 
                        45 days after the date of the enactment of this 
                        paragraph, the Chair shall publish a 
                        description of the fee system described in 
                        clause (i) in the Federal Register and shall 
                        solicit comments from the public for a period 
                        of 60 days after publication.
                            ``(iii) Finalization.--The Chair shall 
                        publish a final description of the fee system 
                        and implement such fee system not later than 30 
                        days after the end of the public comment period 
                        described in clause (ii).''.

SEC. 323. REFORM OF CONSUMER FINANCIAL CIVIL PENALTY FUND.

    (a) Segregated Accounts.--Section 1017(b) of the Consumer Financial 
Protection Act of 2010, as redesignated by section 312, is amended by 
redesignating paragraph (2) as paragraph (3), and by inserting after 
paragraph (1) the following new paragraph:
            ``(2) Segregated accounts in civil penalty fund.--
                    ``(A) In general.--The Commission shall establish 
                and maintain a segregated account in the Civil Penalty 
                Fund each time the Commission obtains a civil penalty 
                against any person in any judicial or administrative 
                action under Federal consumer financial laws.
                    ``(B) Deposits in segregated accounts.--The 
                Commission shall deposit each civil penalty collected 
                into the segregated account established for such 
                penalty under subparagraph (A).''.
    (b) Payment to Victims.--Paragraph (3) of section 1017(b) of such 
Act, as redesignated by subsection (a), is amended to read as follows:
            ``(3) Payment to victims.--
                    ``(A) In general.--
                            ``(i) Identification of class.--Not later 
                        than 60 days after the date of deposit of 
                        amounts in a segregated account in the Civil 
                        Penalty Fund, the Commission shall identify the 
                        class of victims of the violation of Federal 
                        consumer financial laws for which such amounts 
                        were collected and deposited under paragraph 
                        (2).
                            ``(ii) Payments.--The Commission, within 2 
                        years after the date on which such class of 
                        victims is identified, shall locate and make 
                        payments from such amounts to each victim.
                    ``(B) Funds deposited in treasury.--
                            ``(i) In general.--The Commission shall 
                        deposit into the general fund of the Treasury 
                        any amounts remaining in a segregated account 
                        in the Civil Penalty Fund at the end of the 2-
                        year period for payments to victims under 
                        subparagraph (A).
                            ``(ii) Impossible or impractical 
                        payments.--If the Commission determines before 
                        the end of the 2-year period for payments to 
                        victims under subparagraph (A) that such 
                        victims cannot be located or payments to such 
                        victims are otherwise not practicable, the 
                        Commission shall deposit into the general fund 
                        of the Treasury the amounts in the segregated 
                        account in the Civil Penalty Fund.''.
    (c) Effective Date.--
            (1) In general.--The amendments made by this section shall 
        apply with respect to civil penalties collected after the date 
        of enactment of this Act.
            (2) Amounts in consumer financial civil penalty fund on 
        date of enactment.--With respect to amounts in the Consumer 
        Financial Civil Penalty Fund on the date of enactment of this 
        Act that were not allocated for consumer education and 
        financial literacy programs on or before September 30, 2015, 
        the Consumer Financial Opportunity Commission shall separate 
        such amounts into segregated accounts in accordance with, and 
        for purposes of, section 1017(d) of the Consumer Financial 
        Protection Act of 2010, as amended by this section. The date of 
        deposit of such amounts shall be deemed to be the date of 
        enactment of this Act.

SEC. 324. COMMISSION RESEARCH PAPER TRANSPARENCY.

    Section 1013 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5493), as amended by section 316, is further amended by adding 
at the end the following:
    ``(j) Research Paper Transparency.--Any time the Commission, either 
through the research unit established by the Chair under subsection 
(b)(1) or otherwise, issues a research paper that is available to the 
public, the Commission shall accompany such paper with all studies, 
data, and other analyses on which the paper was based.''.

SEC. 325. COMMISSION PAY FAIRNESS.

    (a) In General.--Section 1013(a)(2) of the Consumer Financial 
Protection Act of 2010 (12 U.S.C. 5493(a)(2)) is amended to read as 
follows:
            ``(2) Compensation.--The rates of basic pay for all 
        employees of the Commission shall be set and adjusted by the 
        Commission in accordance with the General Schedule set forth in 
        section 5332 of title 5, United States Code.''.
    (b) Effective Date.--The amendment made by subsection (a) shall 
apply to service by an employee of the Consumer Financial Opportunity 
Commission following the 90-day period beginning on the date of 
enactment of this Act.

SEC. 326. SEPARATION OF MARKET MONITORING FUNCTIONS AND SUPERVISORY 
              FUNCTIONS.

    The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
            (1) in section 1022(c)--
                    (A) in paragraph (1), by striking ``In order to 
                support its rulemaking and other functions, the'' and 
                inserting ``The''; and
                    (B) in paragraph (4)--
                            (i) in subparagraph (A), by inserting after 
                        ``gather information'' the following: ``on a 
                        sampling basis'';
                            (ii) in subparagraph (B)--
                                    (I) in clause (i), by striking ``a 
                                variety of sources, including 
                                examination reports concerning covered 
                                persons or service providers''; and
                                    (II) in clause (ii), by inserting 
                                after ``require'' the following: ``, on 
                                a sampling basis,''; and
                            (iii) in subparagraph (C), by inserting 
                        before the period the following: ``or for 
                        purposes of assessing such covered persons' or 
                        service providers' compliance with the 
                        requirements of Federal consumer financial 
                        law'';
            (2) in section 1024(b)(1)--
                    (A) in subparagraph (A), by adding ``and'' at the 
                end;
                    (B) in subparagraph (B), by striking ``; and'' and 
                inserting a period; and
                    (C) by striking subparagraph (C);
            (3) in section 1025(b)(1)--
                    (A) in subparagraph (A), by adding ``and'' at the 
                end;
                    (B) in subparagraph (B), by striking ``; and'' and 
                inserting a period; and
                    (C) by striking subparagraph (C); and
            (4) in section 1026(b), by striking ``, and to assess and 
        detect risks to consumers and consumer financial markets''.

SEC. 327. REQUIREMENT TO VERIFY INFORMATION IN THE COMPLAINT DATABASE 
              BEFORE IT MAY BE RELEASED TO THE GENERAL PUBLIC.

    Section 1013(b)(3)(A) of the Consumer Financial Protection Act of 
2010 (12 U.S.C. 5493(b)(3)(A)) is amended by adding at the end the 
following: ``The Chair may not make any information about a consumer 
complaint in such database available to the public without first 
verifying the accuracy of all facts alleged in such complaint.''.

SEC. 328. COMMISSION SUPERVISION LIMITED TO BANKS, THRIFTS, AND CREDIT 
              UNIONS WITH GREATER THAN $50 BILLION IN ASSETS.

    The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
            (1) in section 1025(a), by striking ``$10,000,000,000'' 
        each place such term appears and inserting ``$50,000,000,000''; 
        and
            (2) in section 1026(a), by striking ``$10,000,000,000'' 
        each place such term appears and inserting ``$50,000,000,000''.

SEC. 329. TRANSFER OF OLD OTS BUILDING FROM OCC TO GSA.

    Not later than 180 days after the date of enactment of this Act, 
the Chair of the Board of Directors of the Office of the Comptroller of 
the Currency shall transfer administrative jurisdiction over the 
Federal property located at 1700 G Street, Northwest, in the District 
of Columbia to the Administrator of General Services.

                    Subtitle C--Policy Enhancements

SEC. 331. CONSUMER RIGHT TO FINANCIAL PRIVACY.

    (a) Requirement of the Commission to Obtain Permission Before 
Collecting Nonpublic Personal Information.--
            (1) Required notification and permission.--Section 
        1022(c)(9)(A) of the Consumer Financial Protection Act of 2010 
        (12 U.S.C. 5512(c)(9)(A)) is amended--
                    (A) by striking ``may not obtain from a covered 
                person or service provider'' and inserting ``may not 
                request, obtain, access, collect, use, retain, or 
                disclose'';
                    (B) by striking ``personally identifiable 
                financial'' and inserting ``nonpublic personal''; and
                    (C) by striking ``from the financial records'' and 
                all that follows through the period at the end and 
                inserting ``unless--
                            ``(i) the Commission clearly and 
                        conspicuously discloses to the consumer, in 
                        writing or in an electronic form, what 
                        information will be requested, obtained, 
                        accessed, collected, used, retained, or 
                        disclosed; and
                            ``(ii) before such information is 
                        requested, obtained, accessed, collected, used, 
                        retained, or disclosed, the consumer informs 
                        the Commission that such information may be 
                        requested, obtained, accessed, collected, used, 
                        retained, or disclosed.''.
            (2) Application of requirement to contractors of the 
        commission.--Section 1022(c)(9)(B) of such Act (12 U.S.C. 
        5512(c)(9)(B)) is amended to read as follows:
                    ``(B) Application of requirement to contractors of 
                the commission.--Subparagraph (A) shall apply to any 
                person directed or engaged by the Commission to collect 
                information to the extent such information is being 
                collected on behalf of the Commission.''.
            (3) Definition of nonpublic personal information.--Section 
        1022(c)(9) of such Act (12 U.S.C. 5512(c)(9)) is amended by 
        adding at the end the following:
                    ``(C) Definition of nonpublic personal 
                information.--In this paragraph, the term `nonpublic 
                personal information' has the meaning given the term in 
                section 509 of the Gramm-Leach-Bliley Act (15 U.S.C. 
                6809).''.
    (b) Removal of Exemption for the Commission From the Right to 
Financial Privacy Act.--Section 1113 of the Right to Financial Privacy 
Act of 1978 (12 U.S.C. 3413) is amended by striking subsection (r).

SEC. 332. REPEAL OF COUNCIL AUTHORITY TO SET ASIDE BUREAU RULES AND 
              REQUIREMENT OF SAFETY AND SOUNDNESS CONSIDERATIONS WHEN 
              ISSUING RULES.

    (a) Repeal of Authority.--
            (1) In general.--Section 1023 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5513) is hereby repealed.
            (2) Conforming amendment.--Section 1022(b)(2)(C) of the 
        Consumer Financial Protection Act of 2010 (12 U.S.C. 
        5512(b)(2)(C)) is amended by striking ``, except that nothing 
        in this clause shall be construed as altering or limiting the 
        procedures under section 1023 that may apply to any rule 
        prescribed by the Bureau''.
            (3) Clerical amendment.--The table of contents under 
        section 1(b) of the Dodd-Frank Wall Street Reform and Consumer 
        Protection Act is amended by striking the item relating to 
        section 1023.
    (b) Safety and Soundness Check.--Section 1022(b)(2)(A) of the 
Consumer Financial Protection Act of 2010 (12 U.S.C. 5512(b)(2)(A)) is 
amended--
            (1) in clause (i), by striking ``and'' at the end;
            (2) in clause (ii), by adding ``and'' at the end; and
            (3) by adding at the end the following:
                            ``(iii) the impact of such rule on the 
                        financial safety or soundness of an insured 
                        depository institution;''.

SEC. 333. STATE AND TRIBAL PAYDAY LOAN REGULATION 5-YEAR EXEMPTION.

    Section 1022 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5512) is amended by adding at the end the following:
    ``(e) State and Tribal Payday Loan Regulation 5-year Exemption.--
            ``(1) In general.--With respect to a final rule or 
        regulation issued by the Bureau of Consumer Financial 
        Protection to regulate payday loans, vehicle title loans, or 
        other similar loans, if a State or a federally recognized 
        Indian tribe requests, in writing, for the Commission to 
        provide the State or tribe with a waiver from such rule or 
        regulation, the Commission shall grant a 5-year waiver to such 
        State or tribe, during which such rule or regulation shall not 
        apply within such State or land held in trust for the benefit 
        of such federally recognized Indian tribe.
            ``(2) Extension of waiver.--A State or a federally 
        recognized Indian tribe receiving a waiver under paragraph (1) 
        shall have the right to an unlimited number of 5-year 
        extensions of such waiver, which shall be granted upon the 
        request, in writing, for such waiver by the State or tribe.''.

SEC. 334. REFORMING INDIRECT AUTO FINANCING GUIDANCE.

    (a) Nullification of Auto Lending Guidance.--Bulletin 2013-02 of 
the Bureau of Consumer Financial Protection (published March 21, 2013) 
shall have no force or effect.
    (b) Guidance Requirements.--Section 1022(b) of the Consumer 
Financial Protection Act of 2010 (12 U.S.C. 5512(b)), as amended by 
section 322, is further amended by adding at the end the following:
            ``(8) Guidance on indirect auto financing.--In proposing 
        and issuing guidance primarily related to indirect auto 
        financing, the Commission shall--
                    ``(A) provide for a public notice and comment 
                period before issuing the guidance in final form;
                    ``(B) make available to the public, including on 
                the website of the Commission, all studies, data, 
                methodologies, analyses, and other information relied 
                on by the Commission in preparing such guidance;
                    ``(C) redact any information that is exempt from 
                disclosure under paragraph (3), (4), (6), (7), or (8) 
                of section 552(b) of title 5, United States Code;
                    ``(D) consult with the Board of Governors of the 
                Federal Reserve System, the Federal Trade Commission, 
                and the Department of Justice; and
                    ``(E) conduct a study on the costs and impacts of 
                such guidance to consumers and women-owned, minority-
                owned, veteran-owned, and small businesses, including 
                consumers and small businesses in rural areas.''.
    (c) Rule of Construction.--Nothing in this section shall be 
construed to apply to guidance issued by the Consumer Financial 
Opportunity Commission that is not primarily related to indirect auto 
financing.

SEC. 335. PROHIBITION OF GOVERNMENT PRICE CONTROLS FOR PAYMENT CARD 
              TRANSACTIONS.

    (a) In General.--Section 1075 of the Consumer Financial Protection 
Act of 2010 is hereby repealed and the provisions of law amended by 
such section are revived or restored as if such section had not been 
enacted.
    (b) Clerical Amendment.--The table of contents under section 1(b) 
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is 
amended by striking the item relating to section 1075.

SEC. 336. ANNUAL STUDIES ON ENDING THE CONSERVATORSHIP OF FANNIE MAE, 
              FREDDIE MAC, AND REFORMING THE HOUSING FINANCE SYSTEM.

    Section 1074 of the Consumer Financial Protection Act of 2010 is 
amended--
            (1) in subsection (a)--
                    (A) in paragraph (1), by inserting after 
                ``Secretary of the Treasury shall'' the following: ``, 
                on an annual basis,''; and
                    (B) in paragraph (2), by striking ``The study'' and 
                inserting ``Each study'';
            (2) by amending subsection (b) to read as follows:
    ``(b) Report and Recommendations.--The Secretary of the Treasury 
shall submit a report on each study required under subsection (a), 
along with recommendations developed in such study, to the President, 
the Committee on Banking, Housing, and Urban Affairs of the Senate, and 
the Committee on Financial Services of the House of Representatives.''; 
and
            (3) by adding at the end the following:
    ``(c) Appearances Before Congress.--The Secretary of the Treasury 
shall appear before the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services of the 
House of Representatives at annual hearings regarding each report 
required under subsection (b).''.

SEC. 337. REMOVAL OF ``ABUSIVE'' AUTHORITY.

    The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
            (1) in section 1013(g)--
                    (A) by striking ``, deceptive, and abusive'' each 
                place such term appears and inserting ``and 
                deceptive''; and
                    (B) by striking ``, deceptive, or abusive'' each 
                place such term appears and inserting ``or deceptive'';
            (2) in section 1021(b)(2), by striking ``, deceptive, or 
        abusive'' and inserting ``or deceptive'';
            (3) in section 1031--
                    (A) in the heading of such section, by striking ``, 
                deceptive, or abusive'' and inserting ``or deceptive'';
                    (B) by striking ``, deceptive, or abusive'' each 
                place such term appears and inserting ``or deceptive'';
                    (C) by striking subsection (d); and
                    (D) by redesignating subsections (e) and (f) as 
                subsections (d) and (e), respectively;
            (4) in section 1036(a)(1)(B), by striking ``, deceptive, or 
        abusive'' and inserting ``or deceptive''; and
            (5) in section 1076(b)(2)(A), by striking ``, deceptive, or 
        abusive'' and inserting ``or deceptive''.

SEC. 338. REPEAL OF AUTHORITY TO RESTRICT ARBITRATION.

    (a) In General.--Section 1028 of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5518) is hereby repealed.
    (b) Clerical Amendment.--The table of contents under section 1(b) 
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is 
amended by striking the item relating to section 1028.

                 TITLE IV--CAPITAL MARKETS IMPROVEMENTS

       Subtitle A--SEC Reform, Restructuring, and Accountability

SEC. 401. AUTHORIZATION OF APPROPRIATIONS.

    Section 35 of the Securities Exchange Act of 1934 (15 U.S.C. 78kk) 
is amended by striking paragraphs (1) through (5) and inserting the 
following:
            ``(1) for fiscal year 2017, $1,555,000,000;
            ``(2) for fiscal year 2018, $1,605,000,000;
            ``(3) for fiscal year 2019, $1,655,000,000;
            ``(4) for fiscal year 2020, $1,705,000,000; and
            ``(5) for fiscal year 2021, $1,755,000,000.''.

SEC. 402. REPORT ON UNOBLIGATED APPROPRIATIONS.

    Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w) 
is amended by adding at the end the following:
    ``(e) Report on Unobligated Appropriations.--If, at the end of any 
fiscal year, there remain unobligated any funds that were appropriated 
to the Commission for such fiscal year, the Commission shall, not later 
than 30 days after the last day of such fiscal year, submit to the 
Committee on Financial Services and the Committee on Appropriations of 
the House of Representatives and the Committee on Banking, Housing, and 
Urban Affairs and the Committee on Appropriations of the Senate a 
report stating the amount of such unobligated funds. If there is any 
material change in the amount stated in the report, the Commission 
shall, not later than 7 days after determining the amount of the 
change, submit to such committees a supplementary report stating the 
amount of and reason for the change.''.

SEC. 403. SEC RESERVE FUND ABOLISHED.

    Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is 
amended by striking subsection (i).

SEC. 404. FEES TO OFFSET APPROPRIATIONS.

    (a) Section 31 of the Securities Exchange Act of 1934.--Section 31 
of the Securities Exchange Act of 1934 (15 U.S.C. 78ee) is amended--
            (1) by striking subsection (a) and inserting the following:
    ``(a) Collection.--The Commission shall, in accordance with this 
section, collect transaction fees and assessments.'';
            (2) in subsection (i)--
                    (A) in paragraph (1)(A), by inserting ``except as 
                provided in paragraph (2),'' before ``shall''; and
                    (B) by striking paragraph (2) and inserting the 
                following:
            ``(2) General revenue.--Any fees collected for a fiscal 
        year pursuant to this section, sections 13(e) and 14(g) of this 
        title, and section 6(b) of the Securities Act of 1933 in excess 
        of the amount provided in appropriation Acts for collection for 
        such fiscal year pursuant to such sections shall be deposited 
        and credited as general revenue of the Treasury.'';
            (3) in subsection (j)--
                    (A) by striking ``the regular appropriation to the 
                Commission by Congress for such fiscal year'' each 
                place it appears and inserting ``the target offsetting 
                collection amount for such fiscal year''; and
                    (B) in paragraph (2), by striking ``subsection 
                (l)'' and inserting ``subsection (l)(2)''; and
            (4) by striking subsection (l) and inserting the following:
    ``(l) Definitions.--For purposes of this section:
            ``(1) Target offsetting collection amount.--The target 
        offsetting collection amount for a fiscal year is--
                    ``(A) for fiscal year 2017, $1,400,000,000; and
                    ``(B) for each succeeding fiscal year, the target 
                offsetting collection amount for the prior fiscal year, 
                adjusted by the rate of inflation.
            ``(2) Baseline estimate of the aggregate dollar amount of 
        sales.--The baseline estimate of the aggregate dollar amount of 
        sales for any fiscal year is the baseline estimate of the 
        aggregate dollar amount of sales of securities (other than 
        bonds, debentures, other evidences of indebtedness, security 
        futures products, and options on securities indexes (excluding 
        a narrow-based security index)) to be transacted on each 
        national securities exchange and by or through any member of 
        each national securities association (otherwise than on a 
        national securities exchange) during such fiscal year as 
        determined by the Commission, after consultation with the 
        Congressional Budget Office and the Office of Management and 
        Budget, using the methodology required for making projections 
        pursuant to section 257 of the Balanced Budget and Emergency 
        Deficit Control Act of 1985.''.
    (b) Section 6(b) of the Securities Act of 1933.--Section 6(b) of 
the Securities Act of 1933 (15 U.S.C. 77f(b)) is amended--
            (1) by striking ``target fee collection amount'' each place 
        it appears and inserting ``target offsetting collection 
        amount'';
            (2) in paragraph (4), by striking the last sentence and 
        inserting the following: ``Subject to paragraphs (6)(B) and 
        (7), an adjusted rate prescribed under paragraph (2) shall take 
        effect on the later of--
                    ``(A) the first day of the fiscal year to which 
                such rate applies; or
                    ``(B) five days after the date on which a regular 
                appropriation to the Commission for such fiscal year is 
                enacted.'';
            (3) in paragraph (5), by inserting ``of the Securities 
        Exchange Act of 1934'' after ``sections 13(e) and 14(g)'';
            (4) by redesignating paragraph (6) as paragraph (8);
            (5) by inserting after paragraph (5) the following:
            ``(6) Offsetting collections.--Fees collected pursuant to 
        this subsection for any fiscal year--
                    ``(A) except as provided in section 31(i)(2) of the 
                Securities Exchange Act of 1934, shall be deposited and 
                credited as offsetting collections to the account 
                providing appropriations to the Commission; and
                    ``(B) except as provided in paragraph (7), shall 
                not be collected for any fiscal year except to the 
                extent provided in advance in appropriation Acts.
            ``(7) Lapse of appropriation.--If on the first day of a 
        fiscal year a regular appropriation to the Commission has not 
        been enacted, the Commission shall continue to collect fees (as 
        offsetting collections) under this subsection at the rate in 
        effect during the preceding fiscal year, until 5 days after the 
        date such a regular appropriation is enacted.''; and
            (6) in subparagraph (A) of paragraph (8) (as so 
        redesignated)--
                    (A) by striking the subparagraph heading and 
                inserting ``Target offsetting collection amount.--''; 
                and
                    (B) in the heading of the right column of the 
                table, by striking ``fee'' and inserting 
                ``offsetting''.
    (c) Section 13(e) of the Securities Exchange Act of 1934.--Section 
13(e) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(e)) is 
amended--
            (1) by striking paragraph (5) and inserting the following:
            ``(5) Offsetting collections.--Fees collected pursuant to 
        this subsection for any fiscal year--
                    ``(A) except as provided in section 31(i)(2), shall 
                be deposited and credited as offsetting collections to 
                the account providing appropriations to the Commission; 
                and
                    ``(B) except as provided in paragraph (8), shall 
                not be collected for any fiscal year except to the 
                extent provided in advance in appropriations Acts.''; 
                and
            (2) by adding at the end the following:
            ``(8) Lapse of appropriation.--If on the first day of a 
        fiscal year a regular appropriation to the Commission has not 
        been enacted, the Commission shall continue to collect fees (as 
        offsetting collections) under this subsection at the rate in 
        effect during the preceding fiscal year, until 5 days after the 
        date such a regular appropriation is enacted.''.
    (d) Section 14(g) of the Securities Exchange Act of 1934.--Section 
14(g) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(g)) is 
amended--
            (1) by striking paragraph (5) and inserting the following:
            ``(5) Offsetting collections.--Fees collected pursuant to 
        this subsection for any fiscal year--
                    ``(A) except as provided in section 31(i)(2), shall 
                be deposited and credited as offsetting collections to 
                the account providing appropriations to the Commission; 
                and
                    ``(B) except as provided in paragraph (8), shall 
                not be collected for any fiscal year except to the 
                extent provided in advance in appropriations Acts.'';
            (2) by redesignating paragraph (8) as paragraph (9); and
            (3) by inserting after paragraph (7) the following:
            ``(8) Lapse of appropriation.--If on the first day of a 
        fiscal year a regular appropriation to the Commission has not 
        been enacted, the Commission shall continue to collect fees (as 
        offsetting collections) under this subsection at the rate in 
        effect during the preceding fiscal year, until 5 days after the 
        date such a regular appropriation is enacted.''.
    (e) Effective Date.--The amendments made by this section--
            (1) shall apply beginning on October 1, 2016, except that 
        for fiscal year 2017, the Securities and Exchange Commission 
        shall publish--
                    (A) the rates established under section 31 of the 
                Securities Exchange Act of 1934, as amended by this 
                section, not later than 30 days after the date on which 
                an Act making a regular appropriation to the Commission 
                for fiscal year 2017 is enacted; and
                    (B) the rate established under section 6(b) of the 
                Securities Act of 1933, as amended by this section, not 
                later than August 31, 2016; and
            (2) shall not apply with respect to fees for any fiscal 
        year before fiscal year 2017.

SEC. 405. IMPLEMENTATION OF RECOMMENDATIONS.

    Section 967 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by adding at the end the following:
    ``(d) Implementation of Recommendations.--Not later than 6 months 
after the date of enactment of this subsection, the Securities and 
Exchange Commission shall complete an implementation of the 
recommendations contained in the report of the independent consultant 
issued under subsection (b) on March 10, 2011. To the extent that 
implementation of certain recommendations requires legislation, the 
Commission shall submit a report to Congress containing a request for 
legislation granting the Commission such authority it needs to fully 
implement such recommendations.''.

SEC. 406. OFFICE OF CREDIT RATINGS TO REPORT TO THE DIVISION OF TRADING 
              AND MARKETS.

    Section 15E(p)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-7(p)(1)) is amended--
            (1) in subparagraph (A), by striking ``within the 
        Commission'' and inserting ``within the Division of Trading and 
        Markets''; and
            (2) in subparagraph (B), by striking ``report to the 
        Chairman'' and inserting ``report to the head of the Division 
        of Trading and Markets''.

SEC. 407. OFFICE OF MUNICIPAL SECURITIES TO REPORT TO THE DIVISION OF 
              TRADING AND MARKETS.

    Section 979 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (15 U.S.C. 78o-4a) is amended--
            (1) in subsection (a), by inserting ``, within the Division 
        of Trading and Markets,'' after ``There shall be in the 
        Commission''; and
            (2) in subsection (b), by striking ``report to the 
        Chairman'' and inserting ``report to the head of the Division 
        of Trading and Markets''.

SEC. 408. INDEPENDENCE OF COMMISSION OMBUDSMAN.

    Section 4(g)(8) of the Securities Exchange Act of 1934 (15 U.S.C. 
78d(g)(8)) is amended--
            (1) in subparagraph (A), by striking ``the Investor 
        Advocate shall appoint'' and all that follows through 
        ``Investor Advocate'' and inserting ``the Chairman shall 
        appoint an Ombudsman, who shall report to the Commission''; and
            (2) in subparagraph (D)--
                    (A) by striking ``report to the Investor Advocate'' 
                and inserting ``report to the Commission''; and
                    (B) by striking the last sentence.

SEC. 409. COORDINATION WITH THE INVESTOR ADVISORY COMMITTEE.

    Section 39 of the Securities Exchange Act of 1934 (15 U.S.C. 78pp) 
is amended--
            (1) in subsection (a)(2)(B), by striking ``submit'' and 
        inserting, ``in consultation with the Small Business Capital 
        Formation Advisory Committee established under section 40, 
        submit'';
            (2) in subsection (b)(1)--
                    (A) in subparagraph (C), by striking ``and'';
                    (B) in subparagraph (D)(iv), by striking the period 
                at the end and inserting ``; and''; and
                    (C) by adding at the end the following:
                    ``(E) a member of the Small Business Capital 
                Formation Advisory Committee who shall be a nonvoting 
                member.''; and
            (3) by striking subsections (i) and (j).

SEC. 410. DUTIES OF INVESTOR ADVOCATE.

    Section 4(g)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 
78d(g)(4)) is amended--
            (1) in subparagraph (D)(ii), by striking ``and'';
            (2) in subparagraph (E), by striking the period at the end 
        and inserting a semicolon; and
            (3) by adding at the end the following:
                    ``(F) not take a position on any legislation 
                pending before Congress other than a legislative change 
                proposed by the Investor Advocate pursuant to 
                subparagraph (E);
                    ``(G) consult with the Advocate for Small Business 
                Capital Formation on proposed recommendations made 
                under subparagraph (E); and
                    ``(H) advise the Advocate for Small Business 
                Capital Formation on issues related to small business 
                investors.''.

SEC. 411. INTERNAL RISK CONTROLS.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended--
            (1) by inserting after section 4G, as added by this Act, 
        the following:

``SEC. 4H. INTERNAL RISK CONTROLS.

    ``The Commission, in consultation with the Chief Economist, shall 
develop comprehensive internal risk control mechanisms to safeguard and 
govern the storage of all market data by the Commission, all market 
data sharing agreements of the Commission, and all academic research 
performed at the Commission using market data.'';
            (2) in section 3(a), by redesignating the second paragraph 
        (80) (relating to funding portals) as paragraph (81); and
            (3) in section 3(a), by adding at the end the following:
            ``(82) Chief economist.--The term `Chief Economist' means 
        the Director of the Division of Economic and Risk Analysis, or 
        an employee of the Commission with comparable authority, as 
        determined by the Commission.''.

SEC. 412. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE 
              ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON BY THE 
              COMMISSION.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended by inserting after section 4H, as added by this Act, the 
following:

``SEC. 4I. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE 
              ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON BY THE 
              COMMISSION.

    ``The notice and comment requirements of section 553 of title 5, 
United States Code, shall also apply with respect to any Commission 
statement or guidance, including interpretive rules, general statements 
of policy, or rules of Commission organization, procedure, or practice, 
that has the effect of implementing, interpreting, or prescribing law 
or policy and that is voted on by the Commission.''.

SEC. 413. PROCESS FOR CLOSING INVESTIGATIONS.

    (a) In General.--Not later than 180 days after the date of the 
enactment of this Act, the Securities and Exchange Commission shall 
establish a process for closing investigations (including preliminary 
or informal investigations) that is designed to ensure that the 
Commission, in a timely manner--
            (1) makes a determination of whether or not to institute an 
        administrative or judicial action in a matter or refer the 
        matter to the Attorney General for potential criminal 
        prosecution; and
            (2) if the Commission determines not to institute such an 
        action or refer the matter to the Attorney General, informs the 
        persons who are the subject of the investigation that the 
        investigation is closed.
    (b) Rule of Construction.--Nothing in this section shall be 
construed to affect the authority of the Commission to re-open an 
investigation if the Commission obtains new evidence after the 
investigation is closed, subject to any applicable statute of 
limitations.

SEC. 414. ENFORCEMENT OMBUDSMAN.

    (a) In General.--Section 4 of the Securities Exchange Act of 1934 
(15 U.S.C. 78d), as amended by this Act, is further amended by adding 
at the end the following:
    ``(i) Enforcement Ombudsman.--
            ``(1) Establishment.--The Commission shall have an 
        Enforcement Ombudsman, who shall be appointed by and report 
        directly to the Commission.
            ``(2) Duties.--The Enforcement Ombudsman shall--
                    ``(A) act as a liaison between the Commission and 
                any person who is the subject of an investigation 
                (including a preliminary or informal investigation) by 
                the Commission or an administrative or judicial action 
                brought by the Commission in resolving problems that 
                such persons may have with the Commission or the 
                conduct of Commission staff; and
                    ``(B) establish safeguards to maintain the 
                confidentiality of communications between the persons 
                described in subparagraph (A) and the Enforcement 
                Ombudsman.
            ``(3) Limitation.--In carrying out the duties of the 
        Enforcement Ombudsman under paragraph (2), the Enforcement 
        Ombudsman shall utilize personnel of the Commission to the 
        extent practicable. Nothing in this subsection shall be 
        construed as replacing, altering, or diminishing the activities 
        of any ombudsman or similar office of any other agency.
            ``(4) Report.--The Enforcement Ombudsman shall submit to 
        the Commission and to the Committee on Financial Services of 
        the House of Representatives and the Committee on Banking, 
        Housing, and Urban Affairs of the Senate an annual report that 
        describes the activities and evaluates the effectiveness of the 
        Enforcement Ombudsman during the preceding year.''.
    (b) Deadline for Initial Appointment.--The Securities and Exchange 
Commission shall appoint the initial Enforcement Ombudsman under 
subsection (i) of section 4 of the Securities Exchange Act of 1934, as 
added by subsection (a), not later than 180 days after the date of the 
enactment of this Act.

SEC. 415. PROCESS TO ENSURE ENFORCEMENT ACTIONS ARE WITHIN AUTHORITY OF 
              COMMISSION.

    Not later than 180 days after the date of the enactment of this 
Act, the Securities and Exchange Commission shall establish a process 
to ensure that administrative and judicial actions brought by the 
Commission under the securities laws (as defined in section 3(a) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a))) do not exceed the 
authority of the Commission under such laws and, in the case of 
administrative actions, are conducted consistently with subchapter II 
of chapter 5 of title 5, United States Code (commonly referred to as 
the ``Administrative Procedure Act'').

SEC. 416. PROCESS TO PERMIT RECIPIENT OF WELLS NOTIFICATION TO APPEAR 
              BEFORE COMMISSION STAFF IN-PERSON.

    (a) In General.--Not later than 180 days after the date of the 
enactment of this Act, the Securities and Exchange Commission shall 
establish a process under which, in any instance in which the 
Commission staff provides a written Wells notification to an individual 
informing the individual that the Commission staff has made a 
preliminary determination to recommend that the Commission bring an 
administrative or judicial action against the individual, the 
individual shall have the right to make an in-person presentation 
before the Commission staff concerning such recommendation and to be 
represented by counsel at such presentation, at the individual's own 
expense.
    (b) Attendance by Commissioners.--Such process shall provide that 
each Commissioner of the Commission, or a designee of the Commissioner, 
may attend any such presentation.
    (c) Report by Commission Staff.--Such process shall provide that, 
before any Commission vote on whether to bring the administrative or 
judicial action against the individual, the Commission staff shall 
provide to each Commissioner a written report on any such presentation, 
including any factual or legal arguments made by the individual and any 
supporting documents provided by the individual.

SEC. 417. PUBLICATION OF ENFORCEMENT MANUAL.

    (a) In General.--Not later than 1 year after the date of the 
enactment of this Act, the Securities and Exchange Commission shall 
approve, by vote of the Commission, and publish an updated manual that 
sets forth the policies and practices that the Commission will follow 
in the enforcement of the securities laws (as defined in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))). Such manual 
shall include policies and practices required by this Act, and by the 
amendments made by this Act, and shall be developed so as to ensure 
transparency in such enforcement and uniform application of such laws 
by the Commission.
    (b) Enforcement Plan and Report.--Beginning on the date that is one 
year after the date of enactment of this Act, and each year thereafter, 
and the Securities and Exchange Commission shall transmit to Congress 
and publish on its Internet website an annual enforcement plan and 
report that shall--
            (1) detail the priorities of the Commission with regard to 
        enforcement and examination activities for the forthcoming 
        year;
            (2) report on the Commission's enforcement and examination 
        activities for the previous year, including an assessment of 
        how such activities comported with the priorities identified 
        for that year pursuant to paragraph (1); and
            (3) provide an opportunity and mechanism for public 
        comment.

SEC. 418. PRIVATE PARTIES AUTHORIZED TO COMPEL THE SECURITIES AND 
              EXCHANGE COMMISSION TO SEEK SANCTIONS BY FILING CIVIL 
              ACTIONS.

    Title I of the Securities Exchange Act of 1934 (15 U.S.C. 78a et 
seq.) is amended by adding at the end the following:

``SEC. 41. PRIVATE PARTIES AUTHORIZED TO COMPEL THE COMMISSION TO SEEK 
              SANCTIONS BY FILING CIVIL ACTIONS.

    ``(a) Termination of Administrative Proceeding.--In the case of any 
person who is a party to a proceeding brought by the Commission under a 
securities law, to which section 554 of title 5, United States Code, 
applies, and against whom an order imposing a cease and desist order 
and a penalty may be issued at the conclusion of the proceeding, that 
person may, not later than 20 days after receiving notice of such 
proceeding, and at that person's discretion, require the Commission to 
terminate the proceeding.
    ``(b) Civil Action Authorized.--If a person requires the Commission 
to terminate a proceeding pursuant to subsection (a), the Commission 
may bring a civil action against that person for the same remedy that 
might be imposed.
    ``(c) Standard of Proof in Administrative Proceeding.--
Notwithstanding any other provision of law, in the case of a proceeding 
brought by the Commission under a securities law, to which section 554 
of title 5, United States Code, applies, a legal or equitable remedy 
may be imposed on the person against whom the proceeding was brought 
only on a showing by the Commission of clear and convincing evidence 
that the person has violated the relevant provision of law.''.

SEC. 419. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL MONEY PENALTIES 
              AGAINST ISSUERS.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended by inserting after section 4E the following:

``SEC. 4F. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL MONEY PENALTIES 
              AGAINST ISSUERS.

    ``The Commission may not seek against or impose on an issuer a 
civil money penalty for violation of the securities laws unless the 
publicly available text of the order approving the seeking or 
imposition of such penalty contains findings, supported by an analysis 
by the Division of Economic and Risk Analysis and certified by the 
Chief Economist, of whether--
            ``(1) the alleged violation resulted in direct economic 
        benefit to the issuer; and
            ``(2) the penalty will harm the shareholders of the 
        issuer.''.

SEC. 420. REPEAL OF AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS 
              FROM SERVING AS OFFICERS OR DIRECTORS.

    (a) Under Securities Act of 1933.--Subsection (f) of section 8A of 
the Securities Act of 1933 (15 U.S.C. 77h-1) is repealed.
    (b) Under Securities Exchange Act of 1934.--Subsection (f) of 
section 21C of the Securities Exchange Act of 1934 (15 U.S.C. 78u-3) is 
repealed.

SEC. 421. SUBPOENA DURATION AND RENEWAL.

    Section 21(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78u(b)) is amended--
            (1) by inserting ``Subpoena.--''after the enumerator;
            (2) by striking ``For the purpose of'' and inserting the 
        following:
            ``(1) In general.--For the purpose of''; and
            (3) by adding at the end the following:
            ``(2) Omnibus orders of investigation.--
                    ``(A) Duration and renewal.--An omnibus order of 
                investigation shall not be for an indefinite duration 
                and may be renewed only by Commission action.
                    ``(B) Definition.--In paragraph (A), the term 
                `omnibus order of investigation' means an order of the 
                Commission authorizing 1 of more members of the 
                Commission or its staff to issue subpoenas under 
                paragraph (1) to multiple persons in relation to a 
                particular subject matter area.''.

SEC. 422. ELIMINATION OF AUTOMATIC DISQUALIFICATIONS.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), as 
amended by this Act, is further amended by inserting after section 4F 
the following:

``SEC. 4G. ELIMINATION OF AUTOMATIC DISQUALIFICATIONS.

    ``(a) In General.--Notwithstanding any other provision of law, a 
non-natural person may not be disqualified or otherwise made ineligible 
to use an exemption or registration provision, engage in an activity, 
or qualify for any similar treatment under a provision of the 
securities laws or the rules issued by the Commission under the 
securities laws by reason of having, or a person described in 
subsection (b) having, been convicted of any felony or misdemeanor or 
made the subject of any judicial or administrative order, judgment, or 
decree arising out of a governmental action (including an order, 
judgment, or decree agreed to in a settlement), or having, or a person 
described in subsection (b) having, been suspended or expelled from 
membership in, or suspended or barred from association with a member 
of, a registered national securities exchange or a registered national 
or affiliated securities association for any act or omission to act 
constituting conduct inconsistent with just and equitable principles of 
trade, unless the Commission, by order, on the record after notice and 
an opportunity for hearing, makes a determination that such non-natural 
person should be so disqualified or otherwise made ineligible for 
purposes of such provision.
    ``(b) Person Described.--A person is described in this subsection 
if the person is--
            ``(1) a natural person who is a director, officer, 
        employee, partner, member, or shareholder of the non-natural 
        person referred to in subsection (a) or is otherwise associated 
        or affiliated with such non-natural person in any way; or
            ``(2) a non-natural person who is associated or affiliated 
        with the non-natural person referred to in subsection (a) in 
        any way.
    ``(c) Rule of Construction.--Nothing in this section shall be 
construed to limit any authority of the Commission, by order, on the 
record after notice and an opportunity for hearing, to prohibit a 
person from using an exemption or registration provision, engaging in 
an activity, or qualifying for any similar treatment under a provision 
of the securities laws, or the rules issued by the Commission under the 
securities laws, by reason of a circumstance referred to in subsection 
(a) or any similar circumstance.''.

SEC. 423. CONFIDENTIALITY OF RECORDS OBTAINED FROM FOREIGN SECURITIES 
              AND LAW ENFORCEMENT AUTHORITIES.

    Section 24(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78x(d)) is amended to read as follows:
    ``(d) Records Obtained From Foreign Securities and Law Enforcement 
Authorities.--Except as provided in subsection (g), the Commission 
shall not be compelled to disclose records obtained from a foreign 
securities authority, or from a foreign law enforcement authority as 
defined in subsection (f)(4), if--
            ``(1) the foreign securities authority or foreign law 
        enforcement authority has in good faith determined and 
        represented to the Commission that the records are confidential 
        under the laws of the country of such authority; and
            ``(2) the Commission obtains such records pursuant to--
                    ``(A) such procedure as the Commission may 
                authorize for use in connection with the administration 
                or enforcement of the securities laws; or
                    ``(B) a memorandum of understanding.
For purposes of section 552 of title 5, United States Code, this 
subsection shall be considered a statute described in subsection 
(b)(3)(B) of such section 552.''.

SEC. 424. CLARIFICATION OF AUTHORITY TO IMPOSE SANCTIONS ON PERSONS 
              ASSOCIATED WITH A BROKER OR DEALER.

    Section 15(b)(6)(A)(i) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o(b)(6)(A)(i)) is amended by striking ``enumerated'' and all 
that follows and inserting ``enumerated in subparagraph (A), (D), (E), 
(G), or (H) of paragraph (4) of this subsection;''.

SEC. 425. CONGRESSIONAL ACCESS TO INFORMATION HELD BY THE PUBLIC 
              COMPANY ACCOUNTING OVERSIGHT BOARD.

    Section 105(b)(5) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7215(b)(5)) is amended--
            (1) in subparagraph (A), by striking ``subparagraphs (B) 
        and (C)'' and inserting ``subparagraphs (B), (C) and (D)''; and
            (2) by adding at the end the following:
                    ``(D) Availability to the congressional 
                committees.--The Board shall make available to the 
                Committees specified under section 101(h)--
                            ``(i) such information as the Committees 
                        shall request; and
                            ``(ii) with respect to any confidential or 
                        privileged information provided in response to 
                        a request under clause (i), including any 
                        information subject to section 104(g) and 
                        subparagraph (A), or any confidential or 
                        privileged information provided orally in 
                        response to such a request, such information 
                        shall maintain the protections provided in 
                        subparagraph (A), and shall retain its 
                        confidential and privileged status in the hands 
                        of the Board and the Committees.''.

SEC. 426. REPEAL OF REQUIREMENT FOR PUBLIC COMPANY ACCOUNTING OVERSIGHT 
              BOARD TO USE CERTAIN FUNDS FOR MERIT SCHOLARSHIP PROGRAM.

    (a) In General.--Section 109(c) of the Sarbanes-Oxley Act of 2002 
(15 U.S.C. 7219(c)) is amended by striking paragraph (2).
    (b) Conforming Amendments.--Section 109 of the Sarbanes-Oxley Act 
of 2002 (15 U.S.C. 7219) is amended--
            (1) in subsection (c), by striking ``Uses of Funds'' and 
        all that follows through ``The budget'' and inserting ``Uses of 
        Funds.--The budget''; and
            (2) in subsection (f), by striking ``subsection (c)(1)'' 
        and inserting ``subsection (c)''.

SEC. 427. REALLOCATION OF FINES FOR VIOLATIONS OF RULES OF MUNICIPAL 
              SECURITIES RULEMAKING BOARD.

    (a) In General.--Section 15B(c)(9) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o-4(c)(9)) is amended to read as follows:
    ``(9) Fines collected for violations of the rules of the Board 
shall be deposited and credited as general revenue of the Treasury, 
except as otherwise provided in section 308 of the Sarbanes-Oxley Act 
of 2002 or section 21F of this title.''.
    (b) Effective Date.--The amendment made by subsection (a) shall 
apply to fines collected after the date of enactment of this Act.

 Subtitle B--Eliminating Excessive Government Intrusion in the Capital 
                                Markets

SEC. 441. REPEAL OF DEPARTMENT OF LABOR FIDUCIARY RULE AND REQUIREMENTS 
              PRIOR TO RULEMAKING RELATING TO STANDARDS OF CONDUCT FOR 
              BROKERS AND DEALERS.

    (a) Repeal of Department of Labor Fiduciary Rule.--The final rule 
of the Department of Labor titled ``Definition of the Term `Fiduciary'; 
Conflict of Interest Rule--Retirement Investment Advice'' and related 
prohibited transaction exemptions published April 8, 2016 (81 Fed. Reg. 
20946) shall have no force or effect.
    (b) Stay on Rules Defining Certain Fiduciaries.--After the date of 
enactment of this Act, the Secretary of Labor shall not prescribe any 
regulation under the Employee Retirement Income Security Act of 1974 
(29 U.S.C. 1001 et seq.) defining the circumstances under which an 
individual is considered a fiduciary until the date that is 60 days 
after the Securities and Exchange Commission issues a final rule 
relating to standards of conduct for brokers and dealers pursuant to 
the second subsection (k) of section 15 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o(k))
    (c) Requirements Prior to Rulemaking Relating to Standards of 
Conduct for Brokers and Dealers.--The second subsection (k) of section 
15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o(k)), as added 
by section 913(g)(1) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (12 U.S.C. 5301 et seq.), is amended by adding at the 
end the following:
            ``(3) Requirements prior to rulemaking.--The Commission 
        shall not promulgate a rule pursuant to paragraph (1) before 
        providing a report to the Committee on Financial Services of 
        the House of Representatives and the Committee on Banking, 
        Housing, and Urban Affairs of the Senate describing whether--
                    ``(A) retail investors (and such other customers as 
                the Commission may provide) are being harmed due to 
                brokers or dealers operating under different standards 
                of conduct than those that apply to investment advisors 
                under section 211 of the Investment Advisers Act of 
                1940 (15 U.S.C. 80b-11);
                    ``(B) alternative remedies will reduce any 
                confusion or harm to retail investors due to brokers or 
                dealers operating under different standards of conduct 
                than those standards that apply to investment advisors 
                under section 211 of the Investment Advisers Act of 
                1940 (15 U.S.C. 80b-11), including--
                            ``(i) simplifying the titles used by 
                        brokers, dealers, and investment advisers; and
                            ``(ii) enhancing disclosure surrounding the 
                        different standards of conduct currently 
                        applicable to brokers, dealers, and investment 
                        advisers;
                    ``(C) the adoption of a uniform fiduciary standard 
                of conduct for brokers, dealers, and investment 
                advisors would adversely impact the commissions of 
                brokers and dealers, the availability of proprietary 
                products offered by brokers and dealers, and the 
                ability of brokers and dealers to engage in principal 
                transactions with customers; and
                    ``(D) the adoption of a uniform fiduciary standard 
                of conduct for brokers or dealers and investment 
                advisors would adversely impact retail investor access 
                to personalized and cost-effective investment advice, 
                recommendations about securities, or the availability 
                of such advice and recommendations.
            ``(4) Economic analysis.--The Commission's conclusions 
        contained in the report described in paragraph (3) shall be 
        supported by economic analysis.
            ``(5) Requirements for promulgating a rule.--The Commission 
        shall publish in the Federal Register alongside the rule 
        promulgated pursuant to paragraph (1) formal findings that such 
        rule would reduce confusion or harm to retail customers (and 
        such other customers as the Commission may by rule provide) due 
        to different standards of conduct applicable to brokers, 
        dealers, and investment advisors.
            ``(6) Requirements under investment advisers act of 1940.--
        In proposing rules under paragraph (1) for brokers or dealers, 
        the Commission shall consider the differences in the 
        registration, supervision, and examination requirements 
        applicable to brokers, dealers, and investment advisors.''.

SEC. 442. EXEMPTION FROM RISK RETENTION REQUIREMENTS FOR NONRESIDENTIAL 
              MORTGAGE.

    (a) In General.--Section 15G of the Securities Exchange Act of 1934 
(15 U.S.C. 78o-11) is amended--
            (1) in subsection (a)--
                    (A) in paragraph (3)(B), by striking ``and'' at the 
                end;
                    (B) in paragraph (4)(B), by striking the period and 
                inserting ``; and''; and
                    (C) by adding at the end the following:
            ``(5) the term `asset-backed security' refers only to an 
        asset-backed security that is comprised wholly of residential 
        mortgages.'';
            (2) in subsection (b)--
                    (A) by striking paragraph (1); and
                    (B) by striking ``(2) Residential mortgages.--'';
            (3) by striking subsection (h) and redesignating subsection 
        (i) as subsection (h); and
            (4) in subsection (h) (as so redesignated)--
                    (A) by striking ``effective--'' and all that 
                follows through ``(1) with respect to'' and inserting 
                ``effective with respect to'';
                    (B) in paragraph (1), by striking ``; and'' and 
                inserting a period; and
                    (C) by striking paragraph (2).
    (b) Conforming Amendment.--Section 941 of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act is amended by striking 
subsection (c).''.

SEC. 443. FREQUENCY OF SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION.

    Section 14A(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78n-1(a)) is amended--
            (1) in paragraph (1), by striking ``Not less frequently 
        than once every 3 years'' and inserting ``Each year in which 
        there has been a material change to the compensation of 
        executives of an issuer from the previous year''; and
            (2) by striking paragraph (2) and redesignating paragraph 
        (3) as paragraph (2).

SEC. 444. REQUIREMENT FOR MUNICIPAL ADVISOR FOR ISSUERS OF MUNICIPAL 
              SECURITIES.

    Section 15B(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-4(d)) is amended by adding at the end the following:
    ``(3) An issuer of municipal securities shall not be required to 
retain a municipal advisor prior to issuing any such securities.''.

SEC. 445. SMALL ISSUER EXEMPTION FROM INTERNAL CONTROL EVALUATION.

    Section 404(c) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7262(c)) is amended to read as follows:
    ``(c) Exemption for Smaller Issuers.--Subsection (b) shall not 
apply with respect to any audit report prepared for an issuer that has 
total market capitalization of less than $250,000,000, nor to any 
issuer that is a depository institution with assets of less than 
$1,000,000,000.''.

SEC. 446. EXEMPTIVE AUTHORITY FOR CERTAIN PROVISIONS RELATING TO 
              REGISTRATION OF NATIONALLY RECOGNIZED STATISTICAL RATING 
              ORGANIZATIONS.

    Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
7) is amended by adding at the end the following:
    ``(w) Commission Exemptive Authority.--The Commission, by rules and 
regulations upon its own motion, or by order upon application, may 
conditionally or unconditionally exempt any person from any provision 
or provisions of this title or of any rule or regulation thereunder, if 
and to the extent it determines that such rule, regulation, or 
requirement is creating a barrier to entry into the market for 
nationally recognized statistical rating organizations or impeding 
competition among such organizations, or that such an exemption is 
necessary or appropriate in the public interest and is consistent with 
the protection of investors.''.

SEC. 447. RESTRICTION ON RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

    Section 10D(b)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 
78j-4(b)(2)) is amended by inserting before the period the following: 
``, where such executive officer had control or authority over the 
financial reporting that resulted in the accounting restatement''.

SEC. 448. RISK-BASED EXAMINATIONS OF NATIONALLY RECOGNIZED STATISTICAL 
              RATING ORGANIZATIONS.

    Section 15E(p)(3)(B) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-7(p)(3)(B)) is amended in the matter preceding clause (i), 
by inserting ``, as appropriate,'' after ``Each examination under 
subparagraph (A) shall include''.

SEC. 449. REPEALS.

    (a) Repeals.--The following provisions of title IX of the Dodd-
Frank Wall Street Reform and Consumer Protection Act are repealed, and 
the provisions of law amended or repealed by such sections are restored 
or revived as if such sections had not been enacted:
            (1) Section 912.
            (2) Section 914.
            (3) Section 917.
            (4) Section 918.
            (5) Section 919A.
            (6) Section 919B.
            (7) Section 919C.
            (8) Section 921.
            (9) Section 929T.
            (10) Section 929X.
            (11) Section 929Y.
            (12) Section 929Z.
            (13) Section 931.
            (14) Section 933.
            (15) Section 937.
            (16) Section 939B.
            (17) Section 939C.
            (18) Section 939D.
            (19) Section 939E.
            (20) Section 939F.
            (21) Section 939G.
            (22) Section 939H.
            (23) Section 946.
            (24) Subsection (b) of section 953.
            (25) Section 955.
            (26) Section 956.
            (27) Section 964.
            (28) Section 965.
            (29) Section 968.
            (30) Section 971.
            (31) Section 972.
            (32) Section 976.
            (33) Section 977.
            (34) Section 978.
            (35) Section 984.
            (36) Section 989.
            (37) Section 989A.
            (38) Section 989F.
            (39) Subsection (b) of section 989G.
            (40) Section 989I.
    (b) Conforming Amendments.--The Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5301) is amended--
            (1) in the table of contents in section 1(b), by striking 
        the items relating to the sections described under paragraphs 
        (1) through (23), (25) through (38), and (40) of subsection 
        (a);
            (2) in section 953, by striking ``(a) Disclosure of Pay 
        Versus Performance.--''; and
            (3) in section 989G, by striking ``(a) Exemption.--''.

SEC. 450. EXEMPTION OF AND REPORTING BY PRIVATE EQUITY FUND ADVISERS.

    Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
3) is amended by adding at the end the following:
    ``(o) Exemption of and Reporting by Private Equity Fund Advisers.--
            ``(1) In general.--Except as provided in this subsection, 
        no investment adviser shall be subject to the registration or 
        reporting requirements of this title with respect to the 
        provision of investment advice relating to a private equity 
        fund.
            ``(2) Maintenance of records and access by commission.--Not 
        later than 6 months after the date of enactment of this 
        subsection, the Commission shall issue final rules--
                    ``(A) to require investment advisers described in 
                paragraph (1) to maintain such records and provide to 
                the Commission such annual or other reports as the 
                Commission, taking into account fund size, governance, 
                investment strategy, risk, and other factors, 
                determines necessary and appropriate in the public 
                interest and for the protection of investors; and
                    ``(B) to define the term `private equity fund' for 
                purposes of this subsection.''.

SEC. 451. RECORDS AND REPORTS OF PRIVATE FUNDS.

    The Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is 
amended--
            (1) in section 204(b)--
                    (A) in paragraph (1)--
                            (i) in subparagraph (A), by striking 
                        ``investors,'' and all that follows and 
                        inserting ``investors.'';
                            (ii) by striking subparagraph (B); and
                            (iii) by striking ``this title--'' and all 
                        that follows through ``to maintain'' and 
                        inserting ``this title to maintain'';
                    (B) in paragraph (3)(H)--
                            (i) by striking ``, in consultation with 
                        the Council,''; and
                            (ii) by striking ``or for the assessment of 
                        systemic risk'';
                    (C) in paragraph (4), by striking ``, or for the 
                assessment of systemic risk'';
                    (D) in paragraph (5), by striking ``or for the 
                assessment of systemic risk'';
                    (E) in paragraph (6)(A)(ii), by striking ``, or for 
                the assessment of systemic risk'';
                    (F) by striking paragraph (7) and redesignating 
                paragraphs (8) through (11) as paragraphs (7) through 
                (10), respectively; and
                    (G) in paragraph (8) (as so redesignated), by 
                striking ``paragraph (8)'' and inserting ``paragraph 
                (7)''; and
            (2) in section 211(e)--
                    (A) by striking ``after consultation with the 
                Council but''; and
                    (B) by striking ``subsection 204(b)'' and inserting 
                ``section 204(b)''.

SEC. 452. DEFINITION OF ACCREDITED INVESTOR.

    (a) In General.--Section 2(a)(15) of the Securities Act of 1933 (15 
U.S.C. 77b(a)(15)) is amended--
            (1) by redesignating clauses (i) and (ii) as subparagraphs 
        (A) and (F), respectively; and
            (2) in subparagraph (A) (as so redesignated), by striking 
        ``; or'' at the end and inserting a semicolon, and inserting 
        after such subparagraph the following:
                    ``(B) any natural person whose individual net 
                worth, or joint net worth with that person's spouse, 
                exceeds $1,000,000 (which amount, along with the 
                amounts set forth in subparagraph (C), shall be 
                adjusted for inflation by the Commission every 5 years 
                to the nearest $10,000 to reflect the change in the 
                Consumer Price Index for All Urban Consumers published 
                by the Bureau of Labor Statistics) where, for purposes 
                of calculating net worth under this subparagraph--
                            ``(i) the person's primary residence shall 
                        not be included as an asset;
                            ``(ii) indebtedness that is secured by the 
                        person's primary residence, up to the estimated 
                        fair market value of the primary residence at 
                        the time of the sale of securities, shall not 
                        be included as a liability (except that if the 
                        amount of such indebtedness outstanding at the 
                        time of sale of securities exceeds the amount 
                        outstanding 60 days before such time, other 
                        than as a result of the acquisition of the 
                        primary residence, the amount of such excess 
                        shall be included as a liability); and
                            ``(iii) indebtedness that is secured by the 
                        person's primary residence in excess of the 
                        estimated fair market value of the primary 
                        residence at the time of the sale of securities 
                        shall be included as a liability;
                    ``(C) any natural person who had an individual 
                income in excess of $200,000 in each of the 2 most 
                recent years or joint income with that person's spouse 
                in excess of $300,000 in each of those years and has a 
                reasonable expectation of reaching the same income 
                level in the current year;
                    ``(D) any natural person who is currently licensed 
                or registered as a broker or investment adviser by the 
                Commission, the Financial Industry Regulatory 
                Authority, or an equivalent self-regulatory 
                organization (as defined in section 3(a)(26) of the 
                Securities Exchange Act of 1934), or the securities 
                division of a State or the equivalent State division 
                responsible for licensing or registration of 
                individuals in connection with securities activities;
                    ``(E) any natural person the Commission determines, 
                by regulation, to have demonstrable education or job 
                experience to qualify such person as having 
                professional knowledge of a subject related to a 
                particular investment, and whose education or job 
                experience is verified by the Financial Industry 
                Regulatory Authority or an equivalent self-regulatory 
                organization (as defined in section 3(a)(26) of the 
                Securities Exchange Act of 1934); or''.
    (b) Repeal.--
            (1) In general.--Section 413 of the Dodd-Frank Wall Street 
        Reform and Consumer Protection Act (Public Law 111-203) is 
        hereby repealed.
            (2) Clerical amendment.--The table of contents in section 
        1(b) of the Dodd-Frank Wall Street Reform and Consumer 
        Protection Act is amended by striking the items relating to 
        section 413.

SEC. 453. REPEAL OF CERTAIN PROVISIONS REQUIRING A STUDY AND REPORT TO 
              CONGRESS.

    (a) Repeal.--The following provisions of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act are repealed:
            (1) Section 412.
            (2) Section 415.
            (3) Section 416.
            (4) Section 417.
    (b) Clerical Amendment.--The table of contents in section 1(b) of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act is 
amended by striking the items relating to sections 412, 415, 416, and 
417.

SEC. 454. TECHNICAL CORRECTION.

    Section 224 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
18c) is amended by striking ``commodities'' and inserting 
``commodity''.

SEC. 455. REPEAL.

    (a) Repeal.--The following sections of title XV of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act are repealed, and the 
provisions of law amended or repealed by such sections are restored or 
revived as if such sections had not been enacted:
            (1) Section 1502.
            (2) Section 1503.
            (3) Section 1504.
            (4) Section 1505.
            (5) Section 1506.
    (b) Clerical Amendment.--The table of contents in section 1(b) of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act is 
amended by striking the items relating to sections 1502, 1503, 1504, 
1505, and 1506.

        Subtitle C--Commodity Futures Trading Commission Reforms

SEC. 461. DIVISION DIRECTORS.

    Section 2(a)(6)(C) of the Commodity Exchange Act (7 U.S.C. 
2(a)(6)(C)) is amended by inserting ``, and the heads of the units 
shall serve at the pleasure of the Commission'' before the period.

SEC. 462. PROCEDURES GOVERNING ACTIONS TAKEN BY COMMISSION STAFF.

    Section 2(a)(12) of the Commodity Exchange Act (7 U.S.C. 2(a)(12)) 
is amended--
            (1) by striking ``(12) The'' and inserting the following:
            ``(12) Rules and regulations.--
                    ``(A) In general.--Subject to the other provisions 
                of this paragraph, the''; and
            (2) by adding after and below the end the following new 
        subparagraph:
                    ``(B) Notice to commissioners.--The Commission 
                shall develop and publish internal procedures governing 
                the issuance by any division or office of the 
                Commission of any response to a formal, written request 
                or petition from any member of the public for an 
                exemptive, a no-action, or an interpretive letter and 
                such procedures shall provide that the commissioners be 
                provided with the final version of the matter to be 
                issued with sufficient notice to review the matter 
                prior to its issuance.''.

SEC. 463. STRATEGIC TECHNOLOGY PLAN.

    Section 2(a) of the Commodity Exchange Act (7 U.S.C. 2(a)), is 
amended by adding at the end the following:
            ``(16) Strategic technology plan.--
                    ``(A) In general.--Every 5 years, the Commission 
                shall develop and submit to the Committee on 
                Agriculture of the House of Representatives and the 
                Committee on Agriculture, Nutrition, and Forestry of 
                the Senate a detailed plan focused on the acquisition 
                and use of technology by the Commission.
                    ``(B) Contents.--The plan shall--
                            ``(i) include for each related division or 
                        office a detailed technology strategy focused 
                        on market surveillance and risk detection, 
                        market data collection, aggregation, 
                        interpretation, standardization, harmonization, 
                        normalization, validation, streamlining or 
                        other data analytic processes, and internal 
                        management and protection of data collected by 
                        the Commission, including a detailed accounting 
                        of how the funds provided for technology will 
                        be used and the priorities that will apply in 
                        the use of the funds;
                            ``(ii) set forth annual goals to be 
                        accomplished and annual budgets needed to 
                        accomplish the goals; and
                            ``(iii) include a summary of any plan of 
                        action and milestones to address any known 
                        information security vulnerability, as 
                        identified pursuant to a widely accepted 
                        industry or Government standard, including--
                                    ``(I) specific information about 
                                the industry or Government standard 
                                used to identify the known information 
                                security vulnerability;
                                    ``(II) a detailed time line with 
                                specific deadlines for addressing the 
                                known information security 
                                vulnerability; and
                                    ``(III) an update of any such time 
                                line and the rationale for any 
                                deviation from the time line.''.

SEC. 464. INTERNAL RISK CONTROLS.

    (a) In General.--Section 2(a)(12) of the Commodity Exchange Act (7 
U.S.C. 2(a)(12)), as amended by section 462, is further amended by 
adding at the end the following:
                    ``(C) Internal risk controls.--The Commission, in 
                consultation with the Chief Economist, shall develop 
                comprehensive internal risk control mechanisms to 
                safeguard and govern the storage of all market data by 
                the Commission, all market data sharing agreements of 
                the Commission, and all academic research performed at 
                the Commission using market data.''.
    (b) Definition of Chief Economist.--Section 1a of the Commodity 
Exchange Act (7 U.S.C. 1a) is amended--
            (1) by redesignating paragraphs (8) through (51) as 
        paragraphs (9) through (52); and
            (2) by inserting after paragraph (7) the following:
            ``(8) Chief economist.--The term `Chief Economist' means 
        the Chief Economist of the Commission, or an employee of the 
        Commission with comparable authority, as determined by the 
        Commission.''.

SEC. 465. SUBPOENA DURATION AND RENEWAL.

    Section 6(c)(5) of the Commodity Exchange Act (7 U.S.C. 9(5)) is 
amended--
            (1) by striking ``For the purpose of securing'' and 
        inserting the following:
                    ``(A) In general.--For the purpose of securing''; 
                and
            (2) by adding after and below the end the following:
                    ``(B) Omnibus orders of investigation.--
                            ``(i) Duration and renewal.--An omnibus 
                        order of investigation shall not be for an 
                        indefinite duration and may be renewed only by 
                        Commission action.
                            ``(ii) Definition.--In clause (i), the term 
                        `omnibus order of investigation' means an order 
                        of the Commission authorizing 1 of more members 
                        of the Commission or its staff to issue 
                        subpoenas under subparagraph (A) to multiple 
                        persons in relation to a particular subject 
                        matter area.''.

SEC. 466. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE 
              ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON BY THE 
              COMMISSION.

    Section 2(a)(12) of the Commodity Exchange Act (7 U.S.C. 2(a)(12)), 
as amended by section 464, is further amended by adding at the end the 
following:
                    ``(D) Applicability of notice and comment rules to 
                guidance voted on by the commission.--The notice and 
                comment requirements of section 553 of title 5, United 
                States Code, shall also apply with respect to any 
                Commission statement or guidance, including 
                interpretive rules, general statements of policy, or 
                rules of Commission organization, procedure, or 
                practice, that has the effect of implementing, 
                interpreting or prescribing law or policy and that is 
                voted on by the Commission.''.

SEC. 467. JUDICIAL REVIEW OF COMMISSION RULES.

    The Commodity Exchange Act (7 U.S.C. 1 et seq.) is amended by 
adding at the end the following:

``SEC. 24. JUDICIAL REVIEW OF COMMISSION RULES.

    ``(a) A person adversely affected by a rule of the Commission 
promulgated under this Act may obtain review of the rule in the United 
States Court of Appeals for the District of Columbia Circuit or the 
United States Court of Appeals for the circuit where the party resides 
or has the principal place of business, by filing in the court, within 
60 days after publication in the Federal Register of the entry of the 
rule, a written petition requesting that the rule be set aside.
    ``(b) A copy of the petition shall be transmitted forthwith by the 
clerk of the court to an officer designated by the Commission for that 
purpose. Thereupon the Commission shall file in the court the record on 
which the rule complained of is entered, as provided in section 2112 of 
title 28, United States Code, and the Federal Rules of Appellate 
Procedure.
    ``(c) On the filing of the petition, the court has jurisdiction, 
which becomes exclusive on the filing of the record, to affirm and 
enforce or to set aside the rule in whole or in part.
    ``(d) The court shall affirm and enforce the rule unless the 
Commission's action in promulgating the rule is found to be arbitrary, 
capricious, an abuse of discretion, or otherwise not in accordance with 
law; contrary to constitutional right, power, privilege, or immunity; 
in excess of statutory jurisdiction, authority, or limitations, or 
short of statutory right; or without observance of procedure required 
by law.''.

SEC. 468. CROSS-BORDER REGULATION OF DERIVATIVES TRANSACTIONS.

    (a) Rulemaking Required.--Within 1 year after the date of the 
enactment of this subtitle, the Commodity Futures Trading Commission 
shall issue a rule that addresses--
            (1) the nature of the connections to the United States that 
        require a non-United States person to register as a swap dealer 
        or a major swap participant under the Commodity Exchange Act 
        and the regulations issued under such Act;
            (2) which of the United States swaps requirements apply to 
        the swap activities of non-United States persons and United 
        States persons and their branches, agencies, subsidiaries, and 
        affiliates outside of the United States, and the extent to 
        which the requirements apply; and
            (3) the circumstances under which a United States person or 
        non-United States person in compliance with the swaps 
        regulatory requirements of a foreign jurisdiction shall be 
        exempt from United States swaps requirements.
    (b) Content of the Rule.--
            (1) Criteria.--In the rule, the Commission shall establish 
        criteria for determining that 1 or more categories of the swaps 
        regulatory requirements of a foreign jurisdiction are 
        comparable to and as comprehensive as United States swaps 
        requirements. The criteria shall include--
                    (A) the scope and objectives of the swaps 
                regulatory requirements of the foreign jurisdiction;
                    (B) the effectiveness of the supervisory compliance 
                program administered;
                    (C) the enforcement authority exercised by the 
                foreign jurisdiction; and
                    (D) such other factors as the Commission, by rule, 
                determines to be necessary or appropriate in the public 
                interest.
            (2) Comparability.--In the rule, the Commission shall--
                    (A) provide that any non-United States person or 
                any transaction between 2 non-United States persons 
                shall be exempt from United States swaps requirements 
                if the person or transaction is in compliance with the 
                swaps regulatory requirements of a foreign jurisdiction 
                which the Commission has determined to be comparable to 
                and as comprehensive as United States swaps 
                requirements; and
                    (B) set forth the circumstances in which a United 
                States person or a transaction between a United States 
                person and a non-United States person shall be exempt 
                from United States swaps requirements if the person or 
                transaction is in compliance with the swaps regulatory 
                requirements of a foreign jurisdiction which the 
                Commission has determined to be comparable to and as 
                comprehensive as United States swaps requirements.
            (3) Outcomes-based comparison.--In developing and applying 
        the criteria, the Commission shall emphasize the results and 
        outcomes of, rather than the design and construction of, 
        foreign swaps regulatory requirements.
            (4) Risk-based rulemaking.--In the rule, the Commission 
        shall not take into account, for the purposes of determining 
        the applicability of United States swaps requirements, the 
        location of personnel that arrange, negotiate, or execute 
        swaps.
            (5) Preservation of antifraud and antimanipulation 
        authority.--No part of any rulemaking under this section shall 
        limit the Commission's antifraud or antimanipulation authority.
    (c) Application of the Rule.--
            (1) Assessments of foreign jurisdictions.--Beginning on the 
        date on which a final rule is issued under this section, the 
        Commission shall begin to assess the swaps regulatory 
        requirements of foreign jurisdictions, in the order the 
        Commission determines appropriate, in accordance with the 
        criteria established pursuant to subsection (b)(1). Following 
        each assessment, the Commission shall determine, by rule or by 
        order, whether the swaps regulatory requirements of the foreign 
        jurisdiction are comparable to and as comprehensive as United 
        States swaps requirements.
            (2) Substituted compliance for unassessed major markets.--
        Beginning 18 months after the date of enactment of this Act--
                    (A) the swaps regulatory requirements of each of 
                the 8 foreign jurisdictions with the largest swaps 
                markets, as calculated by notional value during the 12-
                month period ending with such date of enactment, except 
                those with respect to which a determination has been 
                made under paragraph (1), shall be considered to be 
                comparable to and as comprehensive as United States 
                swaps requirements; and
                    (B) a non-United States person or a transaction 
                between 2 non-United States persons shall be exempt 
                from United States swaps requirements if the person or 
                transaction is in compliance with the swaps regulatory 
                requirements of any of such unexcepted foreign 
                jurisdictions.
            (3) Suspension of substituted compliance.--If the 
        Commission determines, by rule or by order, that--
                    (A) the swaps regulatory requirements of a foreign 
                jurisdiction are not comparable to and as comprehensive 
                as United States swaps requirements, using the 
                categories and criteria established under subsection 
                (b)(1);
                    (B) the foreign jurisdiction does not exempt from 
                its swaps regulatory requirements United States persons 
                who are in compliance with United States swaps 
                requirements; or
                    (C) the foreign jurisdiction is not providing 
                equivalent recognition of, or substituted compliance 
                for, registered entities (as defined in section 1a(41) 
                of the Commodity Exchange Act) domiciled in the United 
                States,
        the Commission may suspend, in whole or in part, a 
        determination made under paragraph (1) or a consideration 
        granted under paragraph (2).
    (d) Petition for Review of Foreign Jurisdiction Practices.--A 
registered entity, commercial market participant (as defined in section 
1a(7) of the Commodity Exchange Act), or Commission registrant (within 
the meaning of such Act) who petitions the Commission to make or change 
a determination under subsection (c)(1) or (c)(3) of this section shall 
be entitled to expedited consideration of the petition. A petition 
shall include any evidence or other supporting materials to justify why 
the petitioner believes the Commission should make or change the 
determination. Petitions under this section shall be considered by the 
Commission any time following the enactment of this Act. Within 180 
days after receipt of a petition for a rulemaking under this section, 
the Commission shall take final action on the petition. Within 90 days 
after receipt of a petition to issue an order or change an order issued 
under this section, the Commission shall take final action on the 
petition.
    (e) Report to Congress.--If the Commission makes a determination 
described in this section through an order, the Commission shall 
articulate the basis for the determination in a written report 
published in the Federal Register and transmitted to the Committee on 
Agriculture of the House of Representatives and Committee on 
Agriculture, Nutrition, and Forestry of the Senate within 15 days of 
the determination. The determination shall not be effective until 15 
days after the committees receive the report.
    (f) Definitions.--As used in this section and for purposes of the 
rules issued pursuant to this section, the following definitions apply:
            (1) United states person.--The term ``United States 
        person''--
                    (A) means--
                            (i) any natural person resident in the 
                        United States;
                            (ii) any partnership, corporation, trust, 
                        or other legal person organized or incorporated 
                        under the laws of the United States or having 
                        its principal place of business in the United 
                        States;
                            (iii) any account (whether discretionary or 
                        non-discretionary) of a United States person; 
                        and
                            (iv) any other person as the Commission may 
                        further define to more effectively carry out 
                        the purposes of this section; and
                    (B) does not include the International Monetary 
                Fund, the International Bank for Reconstruction and 
                Development, the Inter-American Development Bank, the 
                Asian Development Bank, the African Development Bank, 
                the United Nations, their agencies or pension plans, or 
                any other similar international organizations or their 
                agencies or pension plans.
            (2) United states swaps requirements.--The term ``United 
        States swaps requirements'' means the provisions relating to 
        swaps contained in the Commodity Exchange Act (7 U.S.C. 1a et 
        seq.) that were added by title VII of the Dodd-Frank Wall 
        Street Reform and Consumer Protection Act (15 U.S.C. 8301 et 
        seq.) and any rules or regulations prescribed by the Commodity 
        Futures Trading Commission pursuant to such provisions.
            (3) Foreign jurisdiction.--The term ``foreign 
        jurisdiction'' means any national or supranational political 
        entity with common rules governing swaps transactions.
            (4) Swaps regulatory requirements.--The term ``swaps 
        regulatory requirements'' means any provisions of law, and any 
        rules or regulations pursuant to the provisions, governing 
        swaps transactions or the counterparties to swaps transactions.
    (g) Conforming Amendment.--Section 4(c)(1)(A) of the Commodity 
Exchange Act (7 U.S.C. 6(c)(1)(A)) is amended by inserting ``or except 
as necessary to effectuate the purposes of the Commodity End-User 
Relief Act,'' after ``to grant exemptions,''.

             Subtitle D--Harmonization of Derivatives Rules

SEC. 471. AGENCY REVIEW AND HARMONIZATION OF RULES RELATING TO THE 
              REGULATION OF OVER-THE-COUNTER SWAPS MARKETS.

    The Securities and Exchange Commission and the Commodity Futures 
Trading Commission shall review each rule, order, and interpretive 
guidance issued by either such Commission pursuant to title VII of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act (15 U.S.C. 
8301 et seq.) and, where the Commissions find inconsistencies in any 
such rules, orders, or interpretive guidance, shall jointly issue new 
rules, orders, or interpretive guidance to resolve such 
inconsistencies.

   TITLE V--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

SEC. 501. REPEAL OF THE FEDERAL INSURANCE OFFICE; CREATION OF THE 
              OFFICE OF THE INDEPENDENT INSURANCE ADVOCATE.

    (a) Establishment.--Section 313 of title 31, United States Code, is 
amended to read as follows (and conforming the table of contents for 
chapter 3 of such title accordingly):
``Sec. 313. Office of the Independent Insurance Advocate
    ``(a) Establishment.--There is established in the Department of the 
Treasury a bureau to be known as the Office of the Independent 
Insurance Advocate (in this section referred to as the `Office').
    ``(b) Independent Insurance Advocate.--
            ``(1) Establishment of position.--The chief officer of the 
        Office of the Independent Insurance Advocate shall be known as 
        the Independent Insurance Advocate. The Independent Insurance 
        Advocate shall perform the duties of such office under the 
        general direction of the Secretary of the Treasury.
            ``(2) Appointment.--The Independent Insurance Advocate 
        shall be appointed by the President, by and with the advice and 
        consent of the Senate, from among persons having insurance 
        expertise.
            ``(3) Term.--
                    ``(A) In general.--The Independent Insurance 
                Advocate shall serve a term of 6 years, unless sooner 
                removed by the President upon reasons which shall be 
                communicated to the Senate.
                    ``(B) Service after expiration.--If a successor is 
                not nominated and confirmed by the end of the term of 
                service of the Independent Insurance Advocate, the 
                person serving as Independent Insurance Advocate shall 
                continue to serve until such time a successor is 
                appointed and confirmed.
                    ``(C) Vacancy.--An Independent Insurance Advocate 
                who is appointed to serve the remainder of a 
                predecessor's uncompleted term shall be eligible 
                thereafter to be appointed to a full 6 year term.
                    ``(D) Acting official on financial stability 
                oversight council.--In the event of a vacancy in the 
                office of the Independent Insurance Advocate, and 
                pending the appointment and confirmation of a 
                successor, or during the absence or disability of the 
                Independent Insurance Advocate, the Independent Member 
                shall appoint a federal official appointed by the 
                President and confirmed by the Senate from a member 
                agency of the Financial Stability Oversight Council, 
                not otherwise serving on the Council, who shall serve 
                as a member of the Council and act in the place of the 
                Independent Insurance Advocate until such vacancy, 
                absence, or disability concludes.
            ``(4) Employment.--The Independent Insurance Advocate shall 
        be an employee of the Federal Government within the definition 
        of employee under section 2105 of title 5, United States Code.
    ``(c) Independence; Oversight.--
            ``(1) Independence.--The Secretary of the Treasury may not 
        delay or prevent the issuance of any rule or the promulgation 
        of any regulation by the Independent Insurance Advocate, and 
        may not intervene in any matter or proceeding before the 
        Independent Insurance Advocate, unless otherwise specifically 
        provided by law.
            ``(2) Oversight by inspector general.--The Office of the 
        Independent Insurance Advocate shall be an office in the 
        establishment of the Department of the Treasury for purposes of 
        the Inspector General Act of 1978 (5 U.S.C. App.).
    ``(d) Retention of Existing State Regulatory Authority.--Nothing in 
this section or section 314 shall be construed to establish or provide 
the Office or the Department of the Treasury with general supervisory 
or regulatory authority over the business of insurance.
    ``(e) Budget.--
            ``(1) Annual transmittal.--For each fiscal year, the 
        Independent Insurance Advocate shall transmit a budget estimate 
        and request to the Secretary of the Treasury, which shall 
        specify the aggregate amount of funds requested for such fiscal 
        year for the operations of the Office of the Independent 
        Insurance Advocate.
            ``(2) Inclusions.--In transmitting the proposed budget to 
        the President for approval, the Secretary of the Treasury shall 
        include--
                    ``(A) an aggregate request for the Independent 
                Insurance Advocate; and
                    ``(B) any comments of the Independent Insurance 
                Advocate with respect to the proposal.
            ``(3) President's budget.--The President shall include in 
        each budget of the United States Government submitted to the 
        Congress--
                    ``(A) a separate statement of the budget estimate 
                prepared in accordance with paragraph (1);
                    ``(B) the amount requested by the President for the 
                Independent Insurance Advocate; and
                    ``(C) any comments of the Independent Insurance 
                Advocate with respect to the proposal if the 
                Independent Insurance Advocate concludes that the 
                budget submitted by the President would substantially 
                inhibit the Independent Insurance Advocate from 
                performing the duties of the office.
    ``(f) Assistance.--The Secretary of the Treasury shall provide the 
Independent Insurance Advocate such services, funds, facilities and 
other support services as the Independent Insurance Advocate may 
request and as the Secretary may approve.
    ``(g) Personnel.--
            ``(1) Employees.--The Independent Insurance Advocate may 
        fix the number of, and appoint and direct, the employees of the 
        Office, in accordance with the applicable provisions of title 
        5, United States Code. The Independent Insurance Advocate is 
        authorized to employ attorneys, analysts, economists, and other 
        employees as may be deemed necessary to assist the Independent 
        Insurance Advocate to carry out the duties and functions of the 
        Office. Unless otherwise provided expressly by law, any 
        individual appointed under this paragraph shall be an employee 
        as defined in section 2105 of title 5, United States Code, and 
        subject to the provisions of such title and other laws 
        generally applicable to the employees of the Executive Branch.
            ``(2) Compensation.--Employees of the Office shall be paid 
        in accordance with the provisions of chapter 51 and subchapter 
        III of chapter 53 of title 5, United States Code, relating to 
        classification and General Schedule pay rates.
            ``(3) Procurement of temporary and intermittent services.--
        The Independent Insurance Advocate may procure temporary and 
        intermittent services under section 3109(b) of title 5, United 
        States Code, at rates for individuals which do not exceed the 
        daily equivalent of the annual rate of basic pay prescribed for 
        Level V of the Executive Schedule under section 5316 of such 
        title.
            ``(4) Details.--Any employee of the Federal Government may 
        be detailed to the Office with or without reimbursement, and 
        such detail shall be without interruption or loss of civil 
        service status or privilege. An employee of the Federal 
        Government detailed to the Office shall report to and be 
        subject to oversight by the Independent Insurance Advocate 
        during the assignment to the office, and may be compensated by 
        the branch, department, or agency from which the employee was 
        detailed.
            ``(5) Intergovernmental personnel.--The Independent 
        Insurance Advocate may enter into agreements under subchapter 
        VI of chapter 33 of title 5, United States Code, with State and 
        local governments, institutions of higher education, Indian 
        tribal governments, and other eligible organizations for the 
        assignment of intermittent, part-time, and full-time personnel, 
        on a reimbursable or non-reimbursable basis.
    ``(h) Ethics.--
            ``(1) Designated ethics official.--The Legal Counsel of the 
        Financial Stability Oversight Council, or in the absence of a 
        Legal Counsel of the Council, the designated ethics official of 
        any Council member agency, as chosen by the Independent 
        Insurance Advocate, shall be the ethics official for the 
        Independent Insurance Advocate.
            ``(2) Restriction on representation.--In addition to any 
        restriction under section 205(c) of title18, United States 
        Code, except as provided in subsections (d) through (i) of 
        section 205 of such title, the Independent Insurance Advocate 
        (except in the proper discharge of official duties) shall not, 
        with or without compensation, represent anyone to or before any 
        officer or employee of--
                    ``(A) the Financial Stability Oversight Council on 
                any matter; or
                    ``(B) the Department of Justice with respect to 
                litigation involving a matter described in subparagraph 
                (A).
            ``(3) Compensation for services provided by another.--For 
        purposes of section 203 of title 18, United States Code, and if 
        a special government employee--
                    ``(A) the Independent Insurance Advocate shall not 
                be subject to the restrictions of subsection (a)(1) of 
                section 203,of title 18, United States Code, for 
                sharing in compensation earned by another for 
                representations on matters covered by such section; and
                    ``(B) a person shall not be subject to the 
                restrictions of subsection (a)(2) of such section for 
                sharing such compensation with the Independent 
                Insurance Advocate.
    ``(i) Advisory, Technical, and Professional Committees.--The 
Independent Insurance Advocate may appoint such special advisory, 
technical, or professional committees as may be useful in carrying out 
the functions of the Office and the members of such committees may be 
staff of the Office, or other persons, or both.
    ``(j) Mission and Functions.--
            ``(1) Mission.--In carrying out the functions under this 
        subsection, the mission of the Office shall be to act as an 
        independent advocate on behalf of the interests of United 
        States policyholders on prudential aspects of insurance matters 
        of importance, and to provide perspective on protecting their 
        interests, separate and apart from any other Federal agency or 
        State insurance regulator.
            ``(2) Office.--The Office shall have the authority--
                    ``(A) to coordinate Federal efforts on prudential 
                aspects of international insurance matters, including 
                representing the United States, as appropriate, in the 
                International Association of Insurance Supervisors (or 
                a successor entity) and assisting the Secretary in 
                negotiating covered agreements (as such term is defined 
                in subsection (q)) in coordination with States 
                (including State insurance commissioners) and the 
                United States Trade Representative;
                    ``(B) to consult with the States (including State 
                insurance regulators) regarding insurance matters of 
                national importance and prudential insurance matters of 
                international importance;
                    ``(C) to assist the Secretary in administering the 
                Terrorism Insurance Program established in the 
                Department of the Treasury under the Terrorism Risk 
                Insurance Act of 2002 (15 U.S.C. 6701 note);
                    ``(D) to observe all aspects of the insurance 
                industry, including identifying issues or gaps in the 
                regulation of insurers that could contribute to a 
                systemic crisis in the insurance industry or the United 
                States financial system; and
                    ``(E) to make determinations and exercise the 
                authority under subsection (m) with respect to covered 
                agreements and State insurance measures.
            ``(3) Membership on financial stability oversight 
        council.--
                    ``(A) In general.--The Independent Insurance 
                Advocate shall serve, pursuant to section 111(b)(1)(J) 
                of the Financial Stability Act of 2010 (12 U.S.C. 
                5321(b)(1)(J)), as a member on the Financial Stability 
                Oversight Council.
                    ``(B) Authority.--To assist the Financial Stability 
                Oversight Council with its responsibilities to monitor 
                international insurance developments, advise the 
                Congress, and make recommendations, the Independent 
                Insurance Advocate shall have the authority--
                            ``(i) to regularly consult with 
                        international insurance supervisors and 
                        international financial stability counterparts;
                            ``(ii) to consult with the Board of 
                        Governors of the Federal Reserve System and the 
                        States with respect to representing the United 
                        States, as appropriate, in the International 
                        Association of Insurance Supervisors (including 
                        to become a non-voting member thereof), 
                        particularly on matters of systemic risk;
                            ``(iii) to participate at the Financial 
                        Stability Board of The Group of Twenty and to 
                        join with other members from the United States 
                        including on matters related to insurance; and
                            ``(iv) to participate with the United 
                        States delegation to the Organization for 
                        Economic Cooperation and Development and 
                        observe and participate at the Insurance and 
                        Private Pensions Committee.
            ``(4) Limitations on participation in supervisory 
        colleges.--The Office may not engage in any activities that it 
        is not specifically authorized to engage in under this section 
        or any other provision of law, including participation in any 
        supervisory college or other meetings or fora for cooperation 
        and communication between the involved insurance supervisors 
        established for the fundamental purpose of facilitating the 
        effectiveness of supervision of entities which belong to an 
        insurance group.
    ``(k) Scope.--The authority of the Office as specified and limited 
in this section shall extend to all lines of insurance except--
            ``(1) health insurance, as determined by the Secretary in 
        coordination with the Secretary of Health and Human Services 
        based on section 2791 of the Public Health Service Act (42 
        U.S.C. 300gg-91);
            ``(2) long-term care insurance, except long-term care 
        insurance that is included with life or annuity insurance 
        components, as determined by the Secretary in coordination with 
        the Secretary of Health and Human Services, and in the case of 
        long-term care insurance that is included with such components, 
        the Secretary shall coordinate with the Secretary of Health and 
        Human Services in performing the functions of the Office; and
            ``(3) crop insurance, as established by the Federal Crop 
        Insurance Act (7 U.S.C. 1501 et seq.).
    ``(l) Access to Information.--In carrying out the functions 
required under subsection (j), the Office may coordinate with any 
relevant Federal agency and any State insurance regulator (or other 
relevant Federal or State regulatory agency, if any, in the case of an 
affiliate of an insurer) and any publicly available sources for the 
provision to the Office of publicly available information. 
Notwithstanding any other provision of law, each such relevant Federal 
agency and State insurance regulator or other Federal or State 
regulatory agency is authorized to provide to the Office such data or 
information.
    ``(m) Preemption Pursuant to Covered Agreements.--
            ``(1) Standards.--A State insurance measure shall be 
        preempted pursuant to this section or section 314 if, and only 
        to the extent that the Independent Insurance Advocate 
        determines, in accordance with this subsection, that the 
        measure--
                    ``(A) results in less favorable treatment of a non-
                United States insurer domiciled in a foreign 
                jurisdiction that is subject to a covered agreement 
                than a United States insurer domiciled, licensed, or 
                otherwise admitted in that State; and
                    ``(B) is inconsistent with a covered agreement.
            ``(2) Determination.--
                    ``(A) Notice of potential inconsistency.--Before 
                making any determination under paragraph (1), the 
                Independent Insurance Advocate shall--
                            ``(i) notify and consult with the 
                        appropriate State regarding any potential 
                        inconsistency or preemption;
                            ``(ii) notify and consult with the United 
                        States Trade Representative regarding any 
                        potential inconsistency or preemption;
                            ``(iii) cause to be published in the 
                        Federal Register notice of the issue regarding 
                        the potential inconsistency or preemption, 
                        including a description of each State insurance 
                        measure at issue and any applicable covered 
                        agreement;
                            ``(iv) provide interested parties a 
                        reasonable opportunity to submit written 
                        comments to the Office; and
                            ``(v) consider any comments received.
                    ``(B) Scope of review.--For purposes of this 
                subsection, any determination of the Independent 
                Insurance Advocate regarding State insurance measures, 
                and any preemption under paragraph (1) as a result of 
                such determination, shall be limited to the subject 
                matter contained within the covered agreement involved 
                and shall achieve a level of protection for insurance 
                or reinsurance consumers that is substantially 
                equivalent to the level of protection achieved under 
                State insurance or reinsurance regulation.
                    ``(C) Notice of determination of inconsistency.--
                Upon making any determination under paragraph (1), the 
                Director shall--
                            ``(i) notify the appropriate State of the 
                        determination and the extent of the 
                        inconsistency;
                            ``(ii) establish a reasonable period of 
                        time, which shall not be less than 30 days, 
                        before the determination shall become 
                        effective; and
                            ``(iii) notify the Committees on Financial 
                        Services and Ways and Means of the House of 
                        Representatives and the Committees on Banking, 
                        Housing, and Urban Affairs and Finance of the 
                        Senate.
            ``(3) Notice of effectiveness.--Upon the conclusion of the 
        period referred to in paragraph (2)(C)(ii), if the basis for 
        such determination still exists, the determination shall become 
        effective and the Independent Insurance Advocate shall--
                    ``(A) cause to be published a notice in the Federal 
                Register that the preemption has become effective, as 
                well as the effective date; and
                    ``(B) notify the appropriate State.
            ``(4) Limitation.--No State may enforce a State insurance 
        measure to the extent that such measure has been preempted 
        under this subsection.
            ``(5) Applicability of administrative procedures act.--
        Determinations of inconsistency made pursuant to paragraph (2) 
        shall be subject to the applicable provisions of subchapter II 
        of chapter 5 of title 5, United States Code (relating to 
        administrative procedure), and chapter 7 of such title 
        (relating to judicial review), except that in any action for 
        judicial review of a determination of inconsistency, the court 
        shall determine the matter de novo.
    ``(n) Consultation.--The Independent Insurance Advocate shall 
consult with State insurance regulators, individually or collectively, 
to the extent the Independent Insurance Advocate determines 
appropriate, in carrying out the functions of the Office.
    ``(o) Notices and Requests for Comment.--In addition to the other 
functions and duties specified in this section, the Independent 
Insurance Advocate may prescribe such notices and requests for comment 
in the Federal Register as are deemed necessary related to and 
governing the manner in which the duties and authorities of the 
Independent Insurance Advocate are carried out;
    ``(p) Savings Provisions.--Nothing in this section shall--
            ``(1) preempt--
                    ``(A) any State insurance measure that governs any 
                insurer's rates, premiums, underwriting, or sales 
                practices;
                    ``(B) any State coverage requirements for 
                insurance;
                    ``(C) the application of the antitrust laws of any 
                State to the business of insurance; or
                    ``(D) any State insurance measure governing the 
                capital or solvency of an insurer, except to the extent 
                that such State insurance measure results in less 
                favorable treatment of a non-United State insurer than 
                a United States insurer; or
            ``(2) affect the preemption of any State insurance measure 
        otherwise inconsistent with and preempted by Federal law.
    ``(q) Retention of Authority of Federal Financial Regulatory 
Agencies.--Nothing in this section or section 314 shall be construed to 
limit the authority of any Federal financial regulatory agency, 
including the authority to develop and coordinate policy, negotiate, 
and enter into agreements with foreign governments, authorities, 
regulators, and multinational regulatory committees and to preempt 
State measures to affect uniformity with international regulatory 
agreements.
    ``(r) Retention of Authority of United States Trade 
Representative.--Nothing in this section or section 314 shall be 
construed to affect the authority of the Office of the United States 
Trade Representative pursuant to section 141 of the Trade Act of 1974 
(19 U.S.C. 2171) or any other provision of law, including authority 
over the development and coordination of United States international 
trade policy and the administration of the United States trade 
agreements program.
    ``(s) Congressional Testimony.--The Independent Insurance Advocate 
shall appear before the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and Urban 
Affairs at semi-annual hearings and shall provide testimony, which 
shall include submitting written testimony in advance of such 
appearances to such committees and to the Committee on Ways and Means 
of the House of Representatives and the Committee on Finance of the 
Senate, on the following matters:
            ``(1) Office activities.--The efforts, activities, 
        objectives, and plans of the Office.
            ``(2) Section 313(l) actions.--Any actions taken by the 
        Office pursuant to subsection (l) (regarding preemption 
        pursuant to covered agreements).
            ``(3) Insurance industry.--The state of, and developments 
        in, the insurance industry.
            ``(4) U.S. and global insurance and reinsurance markets.--
        The breadth and scope of the global insurance and reinsurance 
        markets and the critical role such markets plays in supporting 
        insurance in the United States and the ongoing impacts of part 
        II of the Nonadmitted and Reinsurance Reform Act of 2010 on the 
        ability of State regulators to access reinsurance information 
        for regulated companies in their jurisdictions.
            ``(5) Other.--Any other matters as deemed relevant by the 
        Independent Insurance Advocate or requested by such Committees.
    ``(t) Report Upon End of Term of Office.--Not later than two months 
prior to the expiration of the term of office, or discontinuation of 
service, of each individual serving as the Independent Insurance 
Advocate, the Independent Insurance Advocate shall submit a report to 
the Committees on Financial Services and Ways and Means of the House of 
Representatives and the Committees on Banking, Housing, and Urban 
Affairs and Finance of the Senate setting forth recommendations 
regarding the Financial Stability Oversight Council and the role, 
duties, and functions of the Independent Insurance Advocate.
    ``(u) Definitions.--In this section and section 314, the following 
definitions shall apply:
            ``(1) Affiliate.--The term `affiliate' means, with respect 
        to an insurer, any person who controls, is controlled by, or is 
        under common control with the insurer.
            ``(2) Covered agreement.--The term `covered agreement' 
        means a written bilateral or multilateral agreement regarding 
        prudential measures with respect to the business of insurance 
        or reinsurance that--
                    ``(A) is entered into between the United States and 
                one or more foreign governments, authorities, or 
                regulatory entities; and
                    ``(B) relates to the recognition of prudential 
                measures with respect to the business of insurance or 
                reinsurance that achieves a level of protection for 
                insurance or reinsurance consumers that is 
                substantially equivalent to the level of protection 
                achieved under State insurance or reinsurance 
                regulation.
            ``(3) Insurer.--The term `insurer' means any person engaged 
        in the business of insurance, including reinsurance.
            ``(4) Federal financial regulatory agency.--The term 
        `Federal financial regulatory agency' means the Department of 
        the Treasury, the Board of Governors of the Federal Reserve 
        System, the Office of the Comptroller of the Currency, the 
        Office of Thrift Supervision, the Securities and Exchange 
        Commission, the Commodity Futures Trading Commission, the 
        Federal Deposit Insurance Corporation, the Federal Housing 
        Finance Agency, or the National Credit Union Administration.
            ``(5) Financial stability oversight council.--The term 
        `Financial Stability Oversight Council ' means the Financial 
        Stability Oversight Council established under section 111(a) of 
        the Dodd-Frank Wall Street Reform and Consumer Protection Act 
        (12 U.S.C. 5321(a)).
            ``(6) Member agency.--The term `member agency' has the 
        meaning given such term in section 111(a) of the Dodd-Frank 
        Wall Street Reform and Consumer Protection Act (12 U.S.C. 
        5321(a)).
            ``(7) Non-united states insurer.--The term `non-United 
        States insurer' means an insurer that is organized under the 
        laws of a jurisdiction other than a State, but does not include 
        any United States branch of such an insurer.
            ``(8) Office.--The term `Office' means the Office of the 
        Independent Insurance Advocate established by this section.
            ``(9) State insurance measure.--The term `State insurance 
        measure' means any State law, regulation, administrative 
        ruling, bulletin, guideline, or practice relating to or 
        affecting prudential measures applicable to insurance or 
        reinsurance.
            ``(10) State insurance regulator.--The term `State 
        insurance regulator' means any State regulatory authority 
        responsible for the supervision of insurers.
            ``(11) Substantially equivalent to the level of protection 
        achieved.--The term `substantially equivalent to the level of 
        protection achieved' means the prudential measures of a foreign 
        government, authority, or regulatory entity achieve a similar 
        outcome in consumer protection as the outcome achieved under 
        State insurance or reinsurance regulation.
            ``(12) United states insurer.--The term `United States 
        insurer' means--
                    ``(A) an insurer that is organized under the laws 
                of a State; or
                    ``(B) a United States branch of a non-United States 
                insurer.''.
    (b) Pay at Level III of Executive Schedule.--Section 5314 of title 
5, United States Code, is amended by adding at the end the following 
new item:
            ``Independent Insurance Advocate, Department of the 
        Treasury.''.
    (c) Voting Member of FSOC.--Paragraph (1) of section 111(b) of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 
5321(b)(1)) is amended by striking subparagraph (J) and inserting the 
following new subparagraph:
                    ``(J) the Independent Insurance Advocate appointed 
                pursuant to section 313 of title 31, United States 
                Code.''.
    (d) Independence.--Section 111 of Public Law 93-495 (12 U.S.C. 250) 
is amended--
            (1) by inserting ``the Independent Insurance Advocate of 
        the Department of the Treasury,'' after ``Federal Housing 
        Finance Agency,''; and
            (2) by inserting ``or official'' before ``submitting 
        them''.
    (e) Transfer of Employees.--All employees of the Department of 
Treasury who are performing staff functions for the independent member 
of the Financial Stability Oversight Council under section 111(b)(2)(J) 
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 
U.S.C. 5321(b)(2)(J)) on a full-time equivalent basis as of the date of 
enactment of this Act shall be eligible for transfer to the Office of 
the Independent Insurance Advocate established pursuant to the 
amendment made by subsection (a) of this section for appointment as an 
employee and shall be transferred at the joint discretion of the 
Independent Insurance Advocate and the eligible employee. Any employee 
eligible for transfer that is not appointed within 360 days from the 
date of enactment of this Act shall be eligible for detail under 
section 313(f)(4) of title 31, United States Code.
    (f) Temporary Service; Transition.--Notwithstanding the amendment 
made by subsection (a) of this section, during the period beginning on 
the date of the enactment of this Act and ending on the date on which 
the Independent Insurance Advocate is appointed and confirmed pursuant 
to section 313(b)(2) of title 31, United States Code, as amended by 
such amendment, the person serving, on such date of enactment, as the 
independent member of the Financial Stability Oversight Council 
pursuant to section 111(b)(1)(J) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act (12 U.S.C. 5321(b)(1)(J)) shall act for all 
purposes as, and with the full powers of, the Independent Insurance 
Advocate.
    (g) Comparability in Compensation Schedules.--Subsection (a) of 
section 1206 of the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989 (12 U.S.C. 1833b(a)) is amended by inserting 
``and the Office of the Independent Insurance Advocate of the 
Department of the Treasury,'' after ``Farm Credit Administration,''.
    (h) Senior Executives.--Subparagraph (D) of section 3132(a)(1) of 
title 5, United States Code, is amended by inserting ``the Office of 
the Independent Insurance Advocate of the Department of the Treasury,'' 
after ``Finance Agency,''.

SEC. 502. TREATMENT OF COVERED AGREEMENTS.

    Subsection (c) of section 314 of title 31, United States Code is 
amended--
            (1) by designating paragraphs (1) and (2) as paragraphs (2) 
        and (3), respectively; and
            (2) by inserting before paragraph (2), as so redesignated, 
        the following new paragraph:
            ``(1) the Secretary of the Treasury and the United States 
        Trade Representative have caused to be published in the Federal 
        Register, and made available for public comment for a period of 
        not fewer than 30 days and not greater than 90 days (which 
        period may run concurrently with the 90-day period for the 
        covered agreement referred to in paragraph (3)), the proposed 
        text of the covered agreement;''.

   TITLE VI--DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND 
                  DEVOLVING POWER AWAY FROM WASHINGTON

                   Subtitle A--Cost-Benefit Analyses

SEC. 611. DEFINITIONS.

    As used in this subtitle--
            (1) the term ``agency'' means the Board of Governors of the 
        Federal Reserve System, the Consumer Financial Opportunity 
        Commission, the Commodity Futures Trading Commission, the 
        Federal Deposit Insurance Corporation, the Federal Housing 
        Finance Agency, the Office of the Comptroller of the Currency, 
        the National Credit Union Administration, and the Securities 
        and Exchange Commission;
            (2) the term ``chief economist'' means--
                    (A) with respect to the Board of Governors of the 
                Federal Reserve System, the Director of the Division of 
                Research and Statistics, or an employee of the agency 
                with comparable authority;
                    (B) with respect to the Consumer Financial 
                Opportunity Commission, the Head of the Office of 
                Economic Analysis, or an employee of the agency with 
                comparable authority;
                    (C) with respect to the Commodity Futures Trading 
                Commission, the Chief Economist, or an employee of the 
                agency with comparable authority;
                    (D) with respect to the Federal Deposit Insurance 
                Corporation, the Director of the Division of Insurance 
                and Research, or an employee of the agency with 
                comparable authority;
                    (E) with respect to the Federal Housing Finance 
                Agency, the Chief Economist, or an employee of the 
                agency with comparable authority;
                    (F) with respect to the Office of the Comptroller 
                of the Currency, the Director for Policy Analysis, or 
                an employee of the agency with comparable authority;
                    (G) with respect to the National Credit Union 
                Administration, the Chief Economist, or an employee of 
                the agency with comparable authority; and
                    (H) with respect to the Securities and Exchange 
                Commission, the Director of the Division of Economic 
                and Risk Analysis, or an employee of the agency with 
                comparable authority;
            (3) the term ``Council'' means the Chief Economists Council 
        established under section 618; and
            (4) the term ``regulation''--
                    (A) means an agency statement of general 
                applicability and future effect that is designed to 
                implement, interpret, or prescribe law or policy or to 
                describe the procedure or practice requirements of an 
                agency, including rules, orders of general 
                applicability, interpretive releases, and other 
                statements of general applicability that the agency 
                intends to have the force and effect of law; and
                    (B) does not include--
                            (i) a regulation issued in accordance with 
                        the formal rulemaking provisions of section 556 
                        or 557 of title 5, United States Code;
                            (ii) a regulation that is limited to agency 
                        organization, management, or personnel matters;
                            (iii) a regulation promulgated pursuant to 
                        statutory authority that expressly prohibits 
                        compliance with this provision;
                            (iv) a regulation that is certified by the 
                        agency to be an emergency action, if such 
                        certification is published in the Federal 
                        Register;
                            (v) a regulation that is promulgated by the 
                        Board of Governors of the Federal Reserve 
                        System or the Federal Open Market Committee 
                        under section 10A, 10B, 13, 13A, or 19 of the 
                        Federal Reserve Act, or any of subsections (a) 
                        through (f) of section 14 of that Act; or
                            (vi) a regulation filed with the Commission 
                        by a self-regulatory organization--
                                    (I) that meets the criteria for 
                                immediate effectiveness under section 
                                240.19b-4(f) of title 17, Code of 
                                Federal Regulations; or
                                    (II) for which the self-regulatory 
                                organization has itself conducted the 
                                cost-benefit analysis and otherwise 
                                complied with the requirements of 
                                section 612.

SEC. 612. REQUIRED REGULATORY ANALYSIS.

    (a) Requirements for Notices of Proposed Rulemaking.--An agency may 
not issue a notice of proposed rulemaking unless the agency includes in 
the notice of proposed rulemaking an analysis that contains, at a 
minimum, with respect to each regulation that is being proposed--
            (1) an identification of the need for the regulation and 
        the regulatory objective, including identification of the 
        nature and significance of the market failure, regulatory 
        failure, or other problem that necessitates the regulation;
            (2) an explanation of why the private market or State, 
        local, or tribal authorities cannot adequately address the 
        identified market failure or other problem;
            (3) an analysis of the adverse impacts to regulated 
        entities, other market participants, economic activity, or 
        agency effectiveness that are engendered by the regulation and 
        the magnitude of such adverse impacts;
            (4) a quantitative and qualitative assessment of all 
        anticipated direct and indirect costs and benefits of the 
        regulation (as compared to a benchmark that assumes the absence 
        of the regulation), including--
                    (A) compliance costs;
                    (B) effects on economic activity, net job creation 
                (excluding jobs related to ensuring compliance with the 
                regulation), efficiency, competition, and capital 
                formation;
                    (C) regulatory administrative costs; and
                    (D) costs imposed by the regulation on State, 
                local, or tribal governments or other regulatory 
                authorities;
            (5) if quantified benefits do not outweigh quantitative 
        costs, a justification for the regulation;
            (6) an identification and assessment of all available 
        alternatives to the regulation, including modification of an 
        existing regulation or statute, together with--
                    (A) an explanation of why the regulation meets the 
                objectives of the regulation more effectively than the 
                alternatives, and if the agency is proposing multiple 
                alternatives, an explanation of why a notice of 
                proposed rulemaking, rather than an advanced notice of 
                proposed rulemaking, is appropriate; and
                    (B) if the regulation is not a pilot program, an 
                explanation of why a pilot program is not appropriate;
            (7) if the regulation specifies the behavior or manner of 
        compliance, an explanation of why the agency did not instead 
        specify performance objectives;
            (8) an assessment of how the burden imposed by the 
        regulation will be distributed among market participants, 
        including whether consumers, investors, or small businesses 
        will be disproportionately burdened;
            (9) an assessment of the extent to which the regulation is 
        inconsistent, incompatible, or duplicative with the existing 
        regulations of the agency or those of other domestic and 
        international regulatory authorities with overlapping 
        jurisdiction;
            (10) a description of any studies, surveys, or other data 
        relied upon in preparing the analysis;
            (11) an assessment of the degree to which the key 
        assumptions underlying the analysis are subject to uncertainty; 
        and
            (12) an explanation of predicted changes in market 
        structure and infrastructure and in behavior by market 
        participants, including consumers and investors, assuming that 
        they will pursue their economic interests.
    (b) Requirements for Notices of Final Rulemaking.--
            (1) In general.--Notwithstanding any other provision of 
        law, an agency may not issue a notice of final rulemaking with 
        respect to a regulation unless the agency--
                    (A) has issued a notice of proposed rulemaking for 
                the relevant regulation;
                    (B) has conducted and includes in the notice of 
                final rulemaking an analysis that contains, at a 
                minimum, the elements required under subsection (a); 
                and
                    (C) includes in the notice of final rulemaking 
                regulatory impact metrics selected by the chief 
                economist to be used in preparing the report required 
                pursuant to section 615.
            (2) Consideration of comments.--The agency shall 
        incorporate in the elements described in paragraph (1)(B) the 
        data and analyses provided to the agency by commenters during 
        the comment period, or explain why the data or analyses are not 
        being incorporated.
            (3) Comment period.--An agency shall not publish a notice 
        of final rulemaking with respect to a regulation, unless the 
        agency--
                    (A) has allowed at least 90 days from the date of 
                publication in the Federal Register of the notice of 
                proposed rulemaking for the submission of public 
                comments; or
                    (B) includes in the notice of final rulemaking an 
                explanation of why the agency was not able to provide a 
                90-day comment period.
            (4) Prohibited rules.--
                    (A) In general.--An agency may not publish a notice 
                of final rulemaking if the agency, in its analysis 
                under paragraph (1)(B), determines that the quantified 
                costs are greater than the quantified benefits under 
                subsection (a)(5).
                    (B) Publication of analysis.--If the agency is 
                precluded by subparagraph (A) from publishing a notice 
                of final rulemaking, the agency shall publish in the 
                Federal Register and on the public website of the 
                agency its analysis under paragraph (1)(B), and provide 
                the analysis to each House of Congress.
                    (C) Congressional waiver.--If the agency is 
                precluded by subparagraph (A) from publishing a notice 
                of final rulemaking, Congress, by joint resolution 
                pursuant to the procedures set forth for joint 
                resolutions in section 802 of title 5, United States 
                Code, may direct the agency to publish a notice of 
                final rulemaking notwithstanding the prohibition 
                contained in subparagraph (A). In applying section 802 
                of title 5, United States Code, for purposes of this 
                paragraph, section 802(e)(2) shall not apply and the 
                terms--
                            (i) ``joint resolution'' or ``joint 
                        resolution described in subsection (a)'' means 
                        only a joint resolution introduced during the 
                        period beginning on the submission or 
                        publication date and ending 60 days thereafter 
                        (excluding days either House of Congress is 
                        adjourned for more than 3 days during a session 
                        of Congress), the matter after the resolving 
                        clause of which is as follows: ``That Congress 
                        directs, notwithstanding the prohibition 
                        contained in section 612(b)(4)(A) of the 
                        Financial CHOICE Act of 2016, the __ to publish 
                        the notice of final rulemaking for the 
                        regulation or regulations that were the subject 
                        of the analysis submitted by the __ to Congress 
                        on __.'' (The blank spaces being appropriately 
                        filled in.); and
                            (ii) ``submission or publication date'' 
                        means--
                                    (I) the date on which the analysis 
                                under paragraph (1)(B) is submitted to 
                                Congress under paragraph (4)(B); or
                                    (II) if the analysis is submitted 
                                to Congress less than 60 session days 
                                or 60 legislative days before the date 
                                on which the Congress adjourns a 
                                session of Congress, the date on which 
                                the same or succeeding Congress first 
                                convenes its next session.

SEC. 613. RULE OF CONSTRUCTION.

    For purposes of the Paperwork Reduction Act (44 U.S.C. 3501 et 
seq.), obtaining, causing to be obtained, or soliciting information for 
purposes of complying with section 612 with respect to a proposed 
rulemaking shall not be construed to be a collection of information, 
provided that the agency has first issued an advanced notice of 
proposed rulemaking in connection with the regulation, identifies that 
advanced notice of proposed rulemaking in its solicitation of 
information, and informs the person from whom the information is 
obtained or solicited that the provision of information is voluntary.

SEC. 614. PUBLIC AVAILABILITY OF DATA AND REGULATORY ANALYSIS.

    (a) In General.--At or before the commencement of the public 
comment period with respect to a regulation, the agency shall make 
available on its public website sufficient information about the data, 
methodologies, and assumptions underlying the analyses performed 
pursuant to section 612 so that the analytical results of the agency 
are capable of being substantially reproduced, subject to an acceptable 
degree of imprecision or error.
    (b) Confidentiality.--The agency shall comply with subsection (a) 
in a manner that preserves the confidentiality of nonpublic 
information, including confidential trade secrets, confidential 
commercial or financial information, and confidential information about 
positions, transactions, or business practices.

SEC. 615. FIVE-YEAR REGULATORY IMPACT ANALYSIS.

    (a) In General.--Not later than 5 years after the date of 
publication in the Federal Register of a notice of final rulemaking, 
the chief economist of the agency shall issue a report that examines 
the economic impact of the subject regulation, including the direct and 
indirect costs and benefits of the regulation.
    (b) Regulatory Impact Metrics.--In preparing the report required by 
subsection (a), the chief economist shall employ the regulatory impact 
metrics included in the notice of final rulemaking pursuant to section 
612(b)(1)(C).
    (c) Reproducibility.--The report shall include the data, 
methodologies, and assumptions underlying the evaluation so that the 
agency's analytical results are capable of being substantially 
reproduced, subject to an acceptable degree of imprecision or error.
    (d) Confidentiality.--The agency shall comply with subsection (c) 
in a manner that preserves the confidentiality of nonpublic 
information, including confidential trade secrets, confidential 
commercial or financial information, and confidential information about 
positions, transactions, or business practices.
    (e) Report.--The agency shall submit the report required by 
subsection (a) to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of the House of 
Representatives and post it on the public website of the agency. The 
Commodity Futures Trading Commission shall also submit its report to 
the Committee on Agriculture, Nutrition, and Forestry of the Senate and 
the Committee on Agriculture of the House of Representatives.

SEC. 616. RETROSPECTIVE REVIEW OF EXISTING RULES.

    (a) Regulatory Improvement Plan.--Not later than 1 year after the 
date of enactment of this Act and every 5 years thereafter, each agency 
shall develop, submit to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services of the 
House of Representatives, and post on the public website of the agency 
a plan, consistent with law and its resources and regulatory 
priorities, under which the agency will modify, streamline, expand, or 
repeal existing regulations so as to make the regulatory program of the 
agency more effective or less burdensome in achieving the regulatory 
objectives. The Commodity Futures Trading Commission shall also submit 
its plan to the Committee on Agriculture, Nutrition, and Forestry of 
the Senate and the Committee on Agriculture of the House of 
Representatives.
    (b) Implementation Progress Report.--Two years after the date of 
submission of each plan required under subsection (a), each agency 
shall develop, submit to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services of the 
House of Representatives, and post on the public website of the agency 
a report of the steps that it has taken to implement the plan, steps 
that remain to be taken to implement the plan, and, if any parts of the 
plan will not be implemented, reasons for not implementing those parts 
of the plan. The Commodity Futures Trading Commission shall also submit 
its plan to the Committee on Agriculture, Nutrition, and Forestry of 
the Senate and the Committee on Agriculture of the House of 
Representatives.

SEC. 617. JUDICIAL REVIEW.

    (a) In General.--Notwithstanding any other provision of law, during 
the period beginning on the date on which a notice of final rulemaking 
for a regulation is published in the Federal Register and ending 1 year 
later, a person that is adversely affected or aggrieved by the 
regulation is entitled to bring an action in the United States Court of 
Appeals for the District of Columbia Circuit for judicial review of 
agency compliance with the requirements of section 612.
    (b) Stay.--The court may stay the effective date of the regulation 
or any provision thereof.
    (c) Relief.--If the court finds that an agency has not complied 
with the requirements of section 612, the court shall vacate the 
subject regulation, unless the agency shows by clear and convincing 
evidence that vacating the regulation would result in irreparable harm. 
Nothing in this section affects other limitations on judicial review or 
the power or duty of the court to dismiss any action or deny relief on 
any other appropriate legal or equitable ground.

SEC. 618. CHIEF ECONOMISTS COUNCIL.

    (a) Establishment.--There is established the Chief Economists 
Council.
    (b) Membership.--The Council shall consist of the chief economist 
of each agency. The members of the Council shall select the first 
chairperson of the Council. Thereafter the position of Chairperson 
shall rotate annually among the members of the Council.
    (c) Meetings.--The Council shall meet at the call of the 
Chairperson, but not less frequently than quarterly.
    (d) Report.--One year after the effective date of this Act and 
annually thereafter, the Council shall prepare and submit to the 
Committee on Banking, Housing, and Urban Affairs and the Committee on 
Agriculture, Nutrition, and Forestry of the Senate and the Committee on 
Financial Services and the Committee on Agriculture of the House of 
Representatives a report on--
            (1) the benefits and costs of regulations adopted by the 
        agencies during the past 12 months;
            (2) the regulatory actions planned by the agencies for the 
        upcoming 12 months;
            (3) the cumulative effect of the existing regulations of 
        the agencies on economic activity, innovation, international 
        competitiveness of entities regulated by the agencies, and net 
        job creation (excluding jobs related to ensuring compliance 
        with the regulation);
            (4) the training and qualifications of the persons who 
        prepared the cost-benefit analyses of each agency during the 
        past 12 months;
            (5) the sufficiency of the resources available to the chief 
        economists during the past 12 months for the conduct of the 
        activities required by this subtitle; and
            (6) recommendations for legislative or regulatory action to 
        enhance the efficiency and effectiveness of financial 
        regulation in the United States.

SEC. 619. CONFORMING AMENDMENTS.

    Section 15(a) of the Commodity Exchange Act (7 U.S.C. 19(a)) is 
amended--
            (1) by striking paragraph (1);
            (2) in paragraph (2), by striking ``(2)'' and all that 
        follows through ``light of--'' and inserting the following:
            ``(1) Considerations.--Before promulgating a regulation 
        under this chapter or issuing an order (except as provided in 
        paragraph (2)), the Commission shall take into consideration--
        '';
            (3) in paragraph (1), as so redesignated--
                    (A) in subparagraph (B), by striking ``futures'' 
                and inserting ``the relevant'';
                    (B) in subparagraph (C), by adding ``and'' at the 
                end;
                    (C) in subparagraph (D), by striking ``; and'' and 
                inserting a period; and
                    (D) by striking subparagraph (E); and
            (4) by redesignating paragraph (3) as paragraph (2).

SEC. 620. OTHER REGULATORY ENTITIES.

    (a) Securities and Exchange Commission.--Not later than 1 year 
after the date of enactment of this Act, the Securities and Exchange 
Commission shall provide to the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on Financial Services of 
the House of Representatives a report setting forth a plan for 
subjecting the Public Company Accounting Oversight Board, the Municipal 
Securities Rulemaking Board, and any national securities association 
registered under section 15A of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-4(a)) to the requirements of this subtitle, other than 
direct representation on the Council.
    (b) Commodity Futures Trading Commission.--Not later than 1 year 
after the date of enactment of this Act, the Commodity Futures Trading 
Commission shall provide to the Committee on Banking, Housing, and 
Urban Affairs of the Senate, the Committee on Financial Services of the 
House of Representatives, the Committee on Agriculture, Nutrition, and 
Forestry of the Senate, and the Committee on Agriculture of the House 
of Representatives a report setting forth a plan for subjecting any 
futures association registered under section 17 of the Commodity 
Exchange Act (7 U.S.C. 21) to the requirements of this subtitle, other 
than direct representation on the Council.

SEC. 621. AVOIDANCE OF DUPLICATIVE OR UNNECESSARY ANALYSES.

    An agency may perform the analyses required by this subtitle in 
conjunction with, or as a part of, any other agenda or analysis 
required by any other provision of law, if such other analysis 
satisfies the provisions of this subtitle.

Subtitle B--Congressional Review of Federal Financial Agency Rulemaking

SEC. 631. CONGRESSIONAL REVIEW.

    (a)(1)(A) Before a rule may take effect, a Federal financial agency 
shall publish in the Federal Register a list of information on which 
the rule is based, including data, scientific and economic studies, and 
cost-benefit analyses, and identify how the public can access such 
information online, and shall submit to each House of the Congress and 
to the Comptroller General a report containing--
            (i) a copy of the rule;
            (ii) a concise general statement relating to the rule;
            (iii) a classification of the rule as a major or nonmajor 
        rule, including an explanation of the classification 
        specifically addressing each criteria for a major rule 
        contained within subparagraphs (A) through (C) of section 
        634(2);
            (iv) a list of any other related regulatory actions 
        intended to implement the same statutory provision or 
        regulatory objective as well as the individual and aggregate 
        economic effects of those actions; and
            (v) the proposed effective date of the rule.
    (B) On the date of the submission of the report under subparagraph 
(A), the Federal financial agency shall submit to the Comptroller 
General and make available to each House of Congress--
            (i) a complete copy of the cost-benefit analysis of the 
        rule, if any, including an analysis of any jobs added or lost, 
        differentiating between public and private sector jobs;
            (ii) the Federal financial agency's actions pursuant to 
        sections 603, 604, 605, 607, and 609 of title 5, United States 
        Code;
            (iii) the Federal financial agency's actions pursuant to 
        sections 202, 203, 204, and 205 of the Unfunded Mandates Reform 
        Act of 1995; and
            (iv) any other relevant information or requirements under 
        any other Act and any relevant Executive orders.
    (C) Upon receipt of a report submitted under subparagraph (A), each 
House shall provide copies of the report to the chairman and ranking 
member of each standing committee with jurisdiction under the rules of 
the House of Representatives or the Senate to report a bill to amend 
the provision of law under which the rule is issued.
    (2)(A) The Comptroller General shall provide a report on each major 
rule to the committees of jurisdiction by the end of 15 calendar days 
after the submission or publication date. The report of the Comptroller 
General shall include an assessment of the Federal financial agency's 
compliance with procedural steps required by paragraph (1)(B) and an 
assessment of whether the major rule imposes any new limits or mandates 
on private-sector activity.
    (B) Federal financial agencies shall cooperate with the Comptroller 
General by providing information relevant to the Comptroller General's 
report under subparagraph (A).
    (3) A major rule relating to a report submitted under paragraph (1) 
shall take effect upon enactment of a joint resolution of approval 
described in section 632 or as provided for in the rule following 
enactment of a joint resolution of approval described in section 632, 
whichever is later.
    (4) A nonmajor rule shall take effect as provided by section 633 
after submission to Congress under paragraph (1).
    (5) If a joint resolution of approval relating to a major rule is 
not enacted within the period provided in subsection (b)(2), then a 
joint resolution of approval relating to the same rule may not be 
considered under this subtitle in the same Congress by either the House 
of Representatives or the Senate.
    (b)(1) A major rule shall not take effect unless the Congress 
enacts a joint resolution of approval described under section 632.
    (2) If a joint resolution described in subsection (a) is not 
enacted into law by the end of 70 session days or legislative days, as 
applicable, beginning on the date on which the report referred to in 
subsection (a)(1)(A) is received by Congress (excluding days either 
House of Congress is adjourned for more than 3 days during a session of 
Congress), then the rule described in that resolution shall be deemed 
not to be approved and such rule shall not take effect.
    (c)(1) Notwithstanding any other provision of this section (except 
subject to paragraph (3)), a major rule may take effect for one 90-
calendar-day period if the President makes a determination under 
paragraph (2) and submits written notice of such determination to the 
Congress.
    (2) Paragraph (1) applies to a determination made by the President 
by Executive order that the major rule should take effect because such 
rule is--
            (A) necessary because of an imminent threat to health or 
        safety or other emergency;
            (B) necessary for the enforcement of criminal laws;
            (C) necessary for national security; or
            (D) issued pursuant to any statute implementing an 
        international trade agreement.
    (3) An exercise by the President of the authority under this 
subsection shall have no effect on the procedures under section 632.
    (d)(1) In addition to the opportunity for review otherwise provided 
under this subtitle, in the case of any rule for which a report was 
submitted in accordance with subsection (a)(1)(A) during the period 
beginning on the date occurring--
            (A) in the case of the Senate, 60 session days; or
            (B) in the case of the House of Representatives, 60 
        legislative days,
before the date the Congress is scheduled to adjourn a session of 
Congress through the date on which the same or succeeding Congress 
first convenes its next session, sections 632 and 633 shall apply to 
such rule in the succeeding session of Congress.
    (2)(A) In applying sections 632 and 633 for purposes of such 
additional review, a rule described under paragraph (1) shall be 
treated as though--
            (i) such rule were published in the Federal Register on--
                    (I) in the case of the Senate, the 15th session 
                day; or
                    (II) in the case of the House of Representatives, 
                the 15th legislative day,
        after the succeeding session of Congress first convenes; and
            (ii) a report on such rule were submitted to Congress under 
        subsection (a)(1) on such date.
    (B) Nothing in this paragraph shall be construed to affect the 
requirement under subsection (a)(1) that a report shall be submitted to 
Congress before a rule can take effect.
    (3) A rule described under paragraph (1) shall take effect as 
otherwise provided by law (including other subsections of this 
section).

SEC. 632. CONGRESSIONAL APPROVAL PROCEDURE FOR MAJOR RULES.

    (a)(1) For purposes of this section, the term ``joint resolution'' 
means only a joint resolution addressing a report classifying a rule as 
major pursuant to section 631(a)(1)(A)(iii) that--
            (A) bears no preamble;
            (B) bears the following title (with blanks filled as 
        appropriate): ``Approving the rule submitted by ___ relating to 
        ___.'';
            (C) includes after its resolving clause only the following 
        (with blanks filled as appropriate): ``That Congress approves 
        the rule submitted by ___ relating to ___.''; and
            (D) is introduced pursuant to paragraph (2).
    (2) After a House of Congress receives a report classifying a rule 
as major pursuant to section 631(a)(1)(A)(iii), the majority leader of 
that House (or his or her respective designee) shall introduce (by 
request, if appropriate) a joint resolution described in paragraph 
(1)--
            (A) in the case of the House of Representatives, within 3 
        legislative days; and
            (B) in the case of the Senate, within 3 session days.
    (3) A joint resolution described in paragraph (1) shall not be 
subject to amendment at any stage of proceeding.
    (b) A joint resolution described in subsection (a) shall be 
referred in each House of Congress to the committees having 
jurisdiction over the provision of law under which the rule is issued.
    (c) In the Senate, if the committee or committees to which a joint 
resolution described in subsection (a) has been referred have not 
reported it at the end of 15 session days after its introduction, such 
committee or committees shall be automatically discharged from further 
consideration of the resolution and it shall be placed on the calendar. 
A vote on final passage of the resolution shall be taken on or before 
the close of the 15th session day after the resolution is reported by 
the committee or committees to which it was referred, or after such 
committee or committees have been discharged from further consideration 
of the resolution.
    (d)(1) In the Senate, when the committee or committees to which a 
joint resolution is referred have reported, or when a committee or 
committees are discharged (under subsection (c)) from further 
consideration of a joint resolution described in subsection (a), it is 
at any time thereafter in order (even though a previous motion to the 
same effect has been disagreed to) for a motion to proceed to the 
consideration of the joint resolution, and all points of order against 
the joint resolution (and against consideration of the joint 
resolution) are waived. The motion is not subject to amendment, or to a 
motion to postpone, or to a motion to proceed to the consideration of 
other business. A motion to reconsider the vote by which the motion is 
agreed to or disagreed to shall not be in order. If a motion to proceed 
to the consideration of the joint resolution is agreed to, the joint 
resolution shall remain the unfinished business of the Senate until 
disposed of.
    (2) In the Senate, debate on the joint resolution, and on all 
debatable motions and appeals in connection therewith, shall be limited 
to not more than 2 hours, which shall be divided equally between those 
favoring and those opposing the joint resolution. A motion to further 
limit debate is in order and not debatable. An amendment to, or a 
motion to postpone, or a motion to proceed to the consideration of 
other business, or a motion to recommit the joint resolution is not in 
order.
    (3) In the Senate, immediately following the conclusion of the 
debate on a joint resolution described in subsection (a), and a single 
quorum call at the conclusion of the debate if requested in accordance 
with the rules of the Senate, the vote on final passage of the joint 
resolution shall occur.
    (4) Appeals from the decisions of the Chair relating to the 
application of the rules of the Senate to the procedure relating to a 
joint resolution described in subsection (a) shall be decided without 
debate.
    (e) In the House of Representatives, if any committee to which a 
joint resolution described in subsection (a) has been referred has not 
reported it to the House at the end of 15 legislative days after its 
introduction, such committee shall be discharged from further 
consideration of the joint resolution, and it shall be placed on the 
appropriate calendar. On the second and fourth Thursdays of each month 
it shall be in order at any time for the Speaker to recognize a Member 
who favors passage of a joint resolution that has appeared on the 
calendar for at least 5 legislative days to call up that joint 
resolution for immediate consideration in the House without 
intervention of any point of order. When so called up a joint 
resolution shall be considered as read and shall be debatable for 1 
hour equally divided and controlled by the proponent and an opponent, 
and the previous question shall be considered as ordered to its passage 
without intervening motion. It shall not be in order to reconsider the 
vote on passage. If a vote on final passage of the joint resolution has 
not been taken by the third Thursday on which the Speaker may recognize 
a Member under this subsection, such vote shall be taken on that day.
    (f)(1) If, before passing a joint resolution described in 
subsection (a), one House receives from the other a joint resolution 
having the same text, then--
            (A) the joint resolution of the other House shall not be 
        referred to a committee; and
            (B) the procedure in the receiving House shall be the same 
        as if no joint resolution had been received from the other 
        House until the vote on passage, when the joint resolution 
        received from the other House shall supplant the joint 
        resolution of the receiving House.
    (2) This subsection shall not apply to the House of Representatives 
if the joint resolution received from the Senate is a revenue measure.
    (g) If either House has not taken a vote on final passage of the 
joint resolution by the last day of the period described in section 
631(b)(2), then such vote shall be taken on that day.
    (h) This section and section 633 are enacted by Congress--
            (1) as an exercise of the rulemaking power of the Senate 
        and House of Representatives, respectively, and as such is 
        deemed to be part of the rules of each House, respectively, but 
        applicable only with respect to the procedure to be followed in 
        that House in the case of a joint resolution described in 
        subsection (a) and superseding other rules only where 
        explicitly so; and
            (2) with full recognition of the Constitutional right of 
        either House to change the rules (so far as they relate to the 
        procedure of that House) at any time, in the same manner and to 
        the same extent as in the case of any other rule of that House.

SEC. 633. CONGRESSIONAL DISAPPROVAL PROCEDURE FOR NONMAJOR RULES.

    (a) For purposes of this section, the term ``joint resolution'' 
means only a joint resolution introduced in the period beginning on the 
date on which the report referred to in section 631(a)(1)(A) is 
received by Congress and ending 60 days thereafter (excluding days 
either House of Congress is adjourned for more than 3 days during a 
session of Congress), the matter after the resolving clause of which is 
as follows: ``That Congress disapproves the nonmajor rule submitted by 
the ___ relating to ___, and such rule shall have no force or effect.'' 
(The blank spaces being appropriately filled in).
    (b) A joint resolution described in subsection (a) shall be 
referred to the committees in each House of Congress with jurisdiction.
    (c) In the Senate, if the committee to which is referred a joint 
resolution described in subsection (a) has not reported such joint 
resolution (or an identical joint resolution) at the end of 15 session 
days after the date of introduction of the joint resolution, such 
committee may be discharged from further consideration of such joint 
resolution upon a petition supported in writing by 30 Members of the 
Senate, and such joint resolution shall be placed on the calendar.
    (d)(1) In the Senate, when the committee to which a joint 
resolution is referred has reported, or when a committee is discharged 
(under subsection (c)) from further consideration of a joint resolution 
described in subsection (a), it is at any time thereafter in order 
(even though a previous motion to the same effect has been disagreed 
to) for a motion to proceed to the consideration of the joint 
resolution, and all points of order against the joint resolution (and 
against consideration of the joint resolution) are waived. The motion 
is not subject to amendment, or to a motion to postpone, or to a motion 
to proceed to the consideration of other business. A motion to 
reconsider the vote by which the motion is agreed to or disagreed to 
shall not be in order. If a motion to proceed to the consideration of 
the joint resolution is agreed to, the joint resolution shall remain 
the unfinished business of the Senate until disposed of.
    (2) In the Senate, debate on the joint resolution, and on all 
debatable motions and appeals in connection therewith, shall be limited 
to not more than 10 hours, which shall be divided equally between those 
favoring and those opposing the joint resolution. A motion to further 
limit debate is in order and not debatable. An amendment to, or a 
motion to postpone, or a motion to proceed to the consideration of 
other business, or a motion to recommit the joint resolution is not in 
order.
    (3) In the Senate, immediately following the conclusion of the 
debate on a joint resolution described in subsection (a), and a single 
quorum call at the conclusion of the debate if requested in accordance 
with the rules of the Senate, the vote on final passage of the joint 
resolution shall occur.
    (4) Appeals from the decisions of the Chair relating to the 
application of the rules of the Senate to the procedure relating to a 
joint resolution described in subsection (a) shall be decided without 
debate.
    (e) In the Senate, the procedure specified in subsection (c) or (d) 
shall not apply to the consideration of a joint resolution respecting a 
nonmajor rule--
            (1) after the expiration of the 60 session days beginning 
        with the applicable submission or publication date; or
            (2) if the report under section 631(a)(1)(A) was submitted 
        during the period referred to in section 631(d)(1), after the 
        expiration of the 60 session days beginning on the 15th session 
        day after the succeeding session of Congress first convenes.
    (f) If, before the passage by one House of a joint resolution of 
that House described in subsection (a), that House receives from the 
other House a joint resolution described in subsection (a), then the 
following procedures shall apply:
            (1) The joint resolution of the other House shall not be 
        referred to a committee.
            (2) With respect to a joint resolution described in 
        subsection (a) of the House receiving the joint resolution--
                    (A) the procedure in that House shall be the same 
                as if no joint resolution had been received from the 
                other House; but
                    (B) the vote on final passage shall be on the joint 
                resolution of the other House.

SEC. 634. DEFINITIONS.

    For purposes of this subtitle:
            (1) The term ``Federal financial agency'' means the 
        Consumer Financial Opportunity Commission, Board of Governors 
        of the Federal Reserve System, the Commodity Futures Trading 
        Commission, the Federal Deposit Insurance Corporation, the 
        Federal Housing Finance Agency, the Office of the Comptroller 
        of the Currency, the National Credit Union Administration, and 
        the Securities and Exchange Commission.
            (2) The term ``major rule'' means any rule, including an 
        interim final rule, that the Administrator of the Office of 
        Information and Regulatory Affairs of the Office of Management 
        and Budget finds has resulted in or is likely to result in--
                    (A) an annual effect on the economy of $100 million 
                or more;
                    (B) a major increase in costs or prices for 
                consumers, individual industries, Federal, State, or 
                local government agencies, or geographic regions; or
                    (C) significant adverse effects on competition, 
                employment, investment, productivity, innovation, or on 
                the ability of United States-based enterprises to 
                compete with foreign-based enterprises in domestic and 
                export markets.
            (3) The term ``nonmajor rule'' means any rule that is not a 
        major rule.
            (4) The term ``rule'' has the meaning given such term in 
        section 551 of title 5, United States Code, except that such 
        term does not include--
                    (A) any rule of particular applicability, including 
                a rule that approves or prescribes for the future 
                rates, wages, prices, services, or allowances 
                therefore, corporate or financial structures, 
                reorganizations, mergers, or acquisitions thereof, or 
                accounting practices or disclosures bearing on any of 
                the foregoing;
                    (B) any rule relating to agency management or 
                personnel; or
                    (C) any rule of agency organization, procedure, or 
                practice that does not substantially affect the rights 
                or obligations of non-agency parties.
            (5) The term ``submission date or publication date'', 
        except as otherwise provided in this subtitle, means--
                    (A) in the case of a major rule, the date on which 
                the Congress receives the report submitted under 
                section 631(a)(1)(A); and
                    (B) in the case of a nonmajor rule, the later of--
                            (i) the date on which the Congress receives 
                        the report submitted under section 
                        631(a)(1)(A); and
                            (ii) the date on which the nonmajor rule is 
                        published in the Federal Register, if so 
                        published.

SEC. 635. JUDICIAL REVIEW.

    (a) No determination, finding, action, or omission under this 
subtitle shall be subject to judicial review.
    (b) Notwithstanding subsection (a), a court may determine whether a 
Federal financial agency has completed the necessary requirements under 
this subtitle for a rule to take effect.
    (c) The enactment of a joint resolution of approval under section 
632 shall not be interpreted to serve as a grant or modification of 
statutory authority by Congress for the promulgation of a rule, shall 
not extinguish or affect any claim, whether substantive or procedural, 
against any alleged defect in a rule, and shall not form part of the 
record before the court in any judicial proceeding concerning a rule 
except for purposes of determining whether or not the rule is in 
effect.

SEC. 636. EFFECTIVE DATE OF CERTAIN RULES.

    Notwithstanding section 631--
            (1) any rule that establishes, modifies, opens, closes, or 
        conducts a regulatory program for a commercial, recreational, 
        or subsistence activity related to hunting, fishing, or 
        camping; or
            (2) any rule other than a major rule which the Federal 
        financial agency for good cause finds (and incorporates the 
        finding and a brief statement of reasons therefore in the rule 
        issued) that notice and public procedure thereon are 
        impracticable, unnecessary, or contrary to the public interest,
shall take effect at such time as the Federal financial agency 
promulgating the rule determines.

SEC. 637. BUDGETARY EFFECTS OF RULES SUBJECT TO SECTION 632 OF THE 
              FINANCIAL CHOICE ACT OF 2016.

    Section 257(b)(2) of the Balanced Budget and Emergency Deficit 
Control Act of 1985 is amended by adding at the end the following new 
subparagraph:
            ``(E) Budgetary effects of rules subject to section 632 of 
        the financial choice act of 2016.--Any rules subject to the 
        congressional approval procedure set forth in section 632 of 
        the Financial CHOICE Act of 2016 affecting budget authority, 
        outlays, or receipts shall be assumed to be effective unless it 
        is not approved in accordance with such section.''.

             Subtitle C--Judicial Review of Agency Actions

SEC. 641. SCOPE OF JUDICIAL REVIEW OF AGENCY ACTIONS.

    (a) In General.--Notwithstanding any other provision of law, in any 
judicial review of an agency action pursuant to chapter 7 of title 5, 
United States Code, to the extent necessary to decision and when 
presented, the reviewing court shall determine the meaning or 
applicability of the terms of an agency action and decide de novo all 
relevant questions of law, including the interpretation of 
constitutional and statutory provisions, and rules made by an agency. 
Notwithstanding any other provision of law, this section shall apply in 
any action for judicial review of agency action authorized under any 
provision of law. No law may exempt any such civil action from the 
application of this section except by specific reference to this 
section.
    (b) Agency Defined.--For purposes of this section, the term 
``agency'' means the Consumer Financial Opportunity Commission, the 
Board of Governors of the Federal Reserve System, the Commodity Futures 
Trading Commission, the Federal Deposit Insurance Corporation, the 
Federal Housing Finance Agency, the Office of the Comptroller of the 
Currency, the National Credit Union Administration, and the Securities 
and Exchange Commission.

             Subtitle D--Leadership of Financial Regulators

SEC. 651. FEDERAL DEPOSIT INSURANCE CORPORATION.

    Section 2 of the Federal Deposit Insurance Act (12 U.S.C. 1812) is 
amended--
            (1) in subsection (a)(1), by striking ``5 members'' and all 
        that follows through ``3 of whom'' and inserting the following: 
        ``5 members, who'';
            (2) by amending subsection (d) to read as follows:
    ``(d) Vacancy.--Any vacancy on the Board of Directors shall be 
filled in the manner in which the original appointment was made.''; and
            (3) in subsection (f)--
                    (A) by striking paragraph (2); and
                    (B) by redesignating paragraph (3) as paragraph 
                (2).

SEC. 652. FEDERAL HOUSING FINANCE AGENCY.

    (a) Establishment of Board.--Section 1312 of the Federal Housing 
Enterprises Financial Safety and Soundness Act of 1992 (12 U.S.C. 4512) 
is amended--
            (1) in the heading of such section, by striking 
        ``director'' and inserting ``board of directors''; and
            (2) by striking subsections (a) and (b) and inserting the 
        following:
    ``(a) Establishment.--There is established the Board of Directors 
of the Agency, which shall serve as the head of the Agency.
    ``(b) Board of Directors.--
            ``(1) Composition of the board.--
                    ``(A) In general.--The Board shall be composed of 5 
                members who shall be appointed by the President, by and 
                with the advice and consent of the Senate, from among 
                individuals who--
                            ``(i) are citizens of the United States; 
                        and
                            ``(ii) have a demonstrated understanding of 
                        financial management or oversight, and have a 
                        demonstrated understanding of capital markets, 
                        including the mortgage securities markets and 
                        housing finance.
                    ``(B) Staggering.--The members of the Board shall 
                serve staggered terms, which initially shall be 
                established by the President for terms of 1, 2, 3, 4, 
                and 5 years, respectively.
                    ``(C) Terms.--
                            ``(i) In general.--Each member of the 
                        Board, including the Chair, shall serve for a 
                        term of 5 years.
                            ``(ii) Removal.--The President may remove 
                        any member of the Board for inefficiency, 
                        neglect of duty, or malfeasance in office.
                            ``(iii) Vacancies.--Any member of the Board 
                        appointed to fill a vacancy occurring before 
                        the expiration of the term to which that 
                        member's predecessor was appointed (including 
                        the Chair) shall be appointed only for the 
                        remainder of the term.
                            ``(iv) Continuation of service.--Each 
                        member of the Board may continue to serve after 
                        the expiration of the term of office to which 
                        that member was appointed until a successor has 
                        been appointed by the President and confirmed 
                        by the Senate, except that a member may not 
                        continue to serve more than 1 year after the 
                        date on which that member's term would 
                        otherwise expire.
                            ``(v) Other employment prohibited.--No 
                        member of the Board shall engage in any other 
                        business, vocation, or employment.
            ``(2) Affiliation.--Not more than 3 members of the Board 
        shall be members of any one political party.
            ``(3) Chair of the board.--
                    ``(A) Appointment.--The Chair of the Board shall be 
                appointed by the President.
                    ``(B) Authority.--The Chair shall be the principal 
                executive officer of the Agency, and shall exercise all 
                of the executive and administrative functions of the 
                Agency, including with respect to--
                            ``(i) the appointment and supervision of 
                        personnel employed under the Agency (other than 
                        personnel employed regularly and full time in 
                        the immediate offices of members of the Board 
                        other than the Chair);
                            ``(ii) the distribution of business among 
                        personnel appointed and supervised by the Chair 
                        and among administrative units of the Agency; 
                        and
                            ``(iii) the use and expenditure of funds.
                    ``(C) Limitation.--In carrying out any of the 
                Chair's functions under the provisions of this 
                paragraph the Chair shall be governed by general 
                policies of the Agency and by such regulatory 
                decisions, findings, and determinations as the Agency 
                may by law be authorized to make.
            ``(4) No impairment by reason of vacancies.--No vacancy in 
        the members of the Board shall impair the right of the 
        remaining members of the Board to exercise all the powers of 
        the Board. Three members of the Board shall constitute a quorum 
        for the transaction of business, except that if there are only 
        3 members serving on the Board because of vacancies in the 
        Board, 2 members of the Board shall constitute a quorum for the 
        transaction of business. If there are only 2 members serving on 
        the Board because of vacancies in the Board, 2 members shall 
        constitute a quorum for the 6-month period beginning on the 
        date of the vacancy which caused the number of Board members to 
        decline to 2.
            ``(5) Compensation.--
                    ``(A) Chair.--The Chair shall receive compensation 
                at the rate prescribed for level I of the Executive 
                Schedule under section 5313 of title 5, United States 
                Code.
                    ``(B) Other members of the board.--The 4 other 
                members of the Board shall each receive compensation at 
                the rate prescribed for level II of the Executive 
                Schedule under section 5314 of title 5, United States 
                Code.
            ``(6) Initial quorum established.--During any time period 
        prior to the confirmation of at least two members of the Board, 
        one member of the Board shall constitute a quorum for the 
        transaction of business. Following the confirmation of at least 
        2 additional members of the Board, the quorum requirements of 
        paragraph (4) shall apply.''.
    (b) Conforming Amendment.--Section 5313 of title 5, United States 
Code, is amended by striking ``Director of the Federal Housing Finance 
Agency.''.
    (c) Deeming.--Any reference in a law, regulation, document, paper, 
or other record of the United States to the position of the Director of 
the Federal Housing Finance Agency shall be deemed a reference to the 
Board of Directors of the Federal Housing Finance Agency.

SEC. 653. NATIONAL CREDIT UNION ADMINISTRATION.

    Section 102 of the Federal Credit Union Act (12 U.S.C. 1752a) is 
amended--
            (1) in subsection (b)(1)--
                    (A) by striking ``three'' and inserting ``five''; 
                and
                    (B) by striking ``two'' and inserting ``three''; 
                and
            (2) by amending subsection (c) to read as follows:
    ``(c) Terms.--The term of office of each member of the Board shall 
be five years, and the members shall serve staggered terms. Board 
members shall not be appointed to succeed themselves. Any Board member 
may continue to serve as such after the expiration of said member's 
term until a successor has qualified.''.

SEC. 654. OFFICE OF THE COMPTROLLER OF THE CURRENCY.

    (a) Establishment of Board.--Subsection (b) of section 324 of the 
Revised Statutes of the United States (12 U.S.C. 1) is amended to read 
as follows:
    ``(b) Board of Directors.--
            ``(1) Establishment.--There is established the Board of 
        Directors of the Office of the Comptroller of the Currency 
        (hereinafter referred to as the `Board'), which shall serve as 
        the head of the Office.
            ``(2) Composition of the board.--
                    ``(A) In general.--The Board shall be composed of 5 
                members who shall be appointed by the President, by and 
                with the advice and consent of the Senate, from among 
                individuals who--
                            ``(i) are citizens of the United States; 
                        and
                            ``(ii) have strong competencies and 
                        experiences related to the banking industry.
                    ``(B) Staggering.--The members of the Board shall 
                serve staggered terms, which initially shall be 
                established by the President for terms of 1, 2, 3, 4, 
                and 5 years, respectively.
                    ``(C) Terms.--
                            ``(i) In general.--Each member of the 
                        Board, including the Chair, shall serve for a 
                        term of 5 years.
                            ``(ii) Removal.--The President may remove 
                        any member of the Board for inefficiency, 
                        neglect of duty, or malfeasance in office.
                            ``(iii) Vacancies.--Any member of the Board 
                        appointed to fill a vacancy occurring before 
                        the expiration of the term to which that 
                        member's predecessor was appointed (including 
                        the Chair) shall be appointed only for the 
                        remainder of the term.
                            ``(iv) Continuation of service.--Each 
                        member of the Board may continue to serve after 
                        the expiration of the term of office to which 
                        that member was appointed until a successor has 
                        been appointed by the President and confirmed 
                        by the Senate, except that a member may not 
                        continue to serve more than 1 year after the 
                        date on which that member's term would 
                        otherwise expire.
                            ``(v) Other employment prohibited.--No 
                        member of the Board shall engage in any other 
                        business, vocation, or employment.
            ``(3) Affiliation.--Not more than 3 members of the Board 
        shall be members of any one political party.
            ``(4) Chair of the board.--
                    ``(A) Appointment.--The Chair of the Board shall be 
                appointed by the President.
                    ``(B) Authority.--The Chair shall be the principal 
                executive officer of the Office, and shall exercise all 
                of the executive and administrative functions of the 
                Office, including with respect to--
                            ``(i) the appointment and supervision of 
                        personnel employed under the Office (other than 
                        personnel employed regularly and full time in 
                        the immediate offices of members of the Board 
                        other than the Chair);
                            ``(ii) the distribution of business among 
                        personnel appointed and supervised by the Chair 
                        and among administrative units of the Office; 
                        and
                            ``(iii) the use and expenditure of funds.
                    ``(C) Limitation.--In carrying out any of the 
                Chair's functions under the provisions of this 
                paragraph the Chair shall be governed by general 
                policies of the Office and by such regulatory 
                decisions, findings, and determinations as the Office 
                may by law be authorized to make.
            ``(5) No impairment by reason of vacancies.--No vacancy in 
        the members of the Board shall impair the right of the 
        remaining members of the Board to exercise all the powers of 
        the Board. Three members of the Board shall constitute a quorum 
        for the transaction of business, except that if there are only 
        3 members serving on the Board because of vacancies in the 
        Board, 2 members of the Board shall constitute a quorum for the 
        transaction of business. If there are only 2 members serving on 
        the Board because of vacancies in the Board, 2 members shall 
        constitute a quorum for the 6-month period beginning on the 
        date of the vacancy which caused the number of Board members to 
        decline to 2.
            ``(6) Compensation.--
                    ``(A) Chair.--The Chair shall receive compensation 
                at the rate prescribed for level I of the Executive 
                Schedule under section 5313 of title 5, United States 
                Code.
                    ``(B) Other members of the board.--The 4 other 
                members of the Board shall each receive compensation at 
                the rate prescribed for level II of the Executive 
                Schedule under section 5314 of title 5, United States 
                Code.
            ``(7) Initial quorum established.--During any time period 
        prior to the confirmation of at least two members of the Board, 
        one member of the Board shall constitute a quorum for the 
        transaction of business. Following the confirmation of at least 
        2 additional members of the Board, the quorum requirements of 
        paragraph (5) shall apply.''.
    (b) Conforming Amendment.--Section 5314 of title 5, United States 
Code, is amended by striking ``Comptroller of the Currency.''.
    (c) Deeming.--Any reference in a law, regulation, document, paper, 
or other record of the United States to the position of the Comptroller 
of the Currency shall be deemed a reference to the Board of Directors 
of the Office of the Comptroller of the Currency.

         Subtitle E--Congressional Oversight of Appropriations

SEC. 661. BRINGING THE FEDERAL DEPOSIT INSURANCE CORPORATION INTO THE 
              REGULAR APPROPRIATIONS PROCESS.

    (a) In General.--Section 10 of the Federal Deposit Insurance Act 
(12 U.S.C. 1820) is amended--
            (1) in subsection (a)--
                    (A) by striking ``(a) The'' and inserting the 
                following:
    ``(a) Powers.--
            ``(1) In general.--The'';
                    (B) by inserting ``, subject to paragraph (2) and 
                subsection (l),'' after ``The Board of Directors of the 
                Corporation''; and
                    (C) by adding at the end the following new 
                paragraph:
            ``(2) Appropriations requirement.--The Corporation may only 
        incur obligations or allow and pay expenses pursuant to an 
        appropriations Act, other than with respect to obligations or 
        expenses paid for with funds from the Deposit Insurance Fund or 
        incurred, allowed, or paid for the purpose of carrying out the 
        insurance function of the Corporation.''; and
            (2) by adding at the end the following new subsection:
    ``(l) Non-insurance Fees as Offsetting Collections.--Any fees 
collected by the Corporation, except pursuant to section 5(d), shall be 
deposited and credited as offsetting collections to the account 
providing appropriations to the Corporation.''.
    (b) Effective Date.--The amendments made by this section shall 
apply with respect to expenses paid and fees collected on or after the 
date that is 90 days after the date of the enactment of the first 
appropriation Act that provides for appropriations to the Federal 
Deposit Insurance Corporation and that is enacted after the date of the 
enactment of this Act.

SEC. 662. BRINGING THE FEDERAL HOUSING FINANCE AGENCY INTO THE REGULAR 
              APPROPRIATIONS PROCESS.

    (a) In General.--Section 1316(f) of the Housing and Community 
Development Act of 1992 (12 U.S.C. 4516(f)) is amended to read as 
follows:
    ``(f) Appropriations Requirement; Assessments Deposited as 
Offsetting Collections.--
            ``(1) Appropriations requirement.--The Agency may only 
        incur obligations or allow and pay expenses pursuant to an 
        appropriations Act.
            ``(2) Offsetting collections.--Any assessments or other 
        fees collected by the Agency shall be deposited and credited as 
        offsetting collections to the account providing appropriations 
        to the Agency.''.
    (b) Effective Date.--The amendments made by this section shall 
apply with respect to expenses paid and fees collected on or after the 
date that is 90 days after the date of the enactment of the first 
appropriation Act that provides for appropriations to the Federal 
Housing Finance Agency and that is enacted after the date of the 
enactment of this Act.

SEC. 663. BRINGING THE NATIONAL CREDIT UNION ADMINISTRATION INTO THE 
              REGULAR APPROPRIATIONS PROCESS.

    (a) In General.--Section 105 of the Federal Credit Union Act (12 
U.S.C. 1755) is amended by striking subsections (d) and (e) and 
inserting the following:
    ``(d) Appropriations Requirement.--The Administration may only 
incur obligations or allow and pay expenses pursuant to an 
appropriations Act, other than with respect to obligations or expenses 
paid for with funds from the National Credit Union Share Insurance Fund 
or incurred, allowed, or paid for the purpose of carrying out the 
insurance function of the Administration.
    ``(e) Non-insurance Fees as Offsetting Collections.--Any fees 
collected by the Administration, except for insurance fees collected 
under title II, shall be deposited and credited as offsetting 
collections to the account providing appropriations to the 
Administration.''.
    (b) Effective Date.--The amendments made by this section shall 
apply with respect to expenses paid and fees collected on or after the 
date that is 90 days after the date of the enactment of the first 
appropriation Act that provides for appropriations to the National 
Credit Union Administration and that is enacted after the date of the 
enactment of this Act.

SEC. 664. BRINGING THE OFFICE OF THE COMPTROLLER OF THE CURRENCY INTO 
              THE REGULAR APPROPRIATIONS PROCESS.

    (a) In General.--Section 5240A of the Revised Statutes of the 
United States is amended--
            (1) by striking ``Sec. 5240A. The Comptroller of the 
        Currency may'' and inserting the following:

``SEC. 5240A. APPROPRIATIONS REQUIREMENT; ASSESSMENTS DEPOSITED AS 
              OFFSETTING COLLECTIONS.

    ``(a) In General.--The Board of Directors of the Office of the 
Comptroller of the Currency may'';
            (2) by striking ``Funds derived'' and all that follows 
        through the end of the section; and
            (3) by adding at the end the following:
    ``(b) Appropriations Requirement.--The Chair of the Board of 
Directors of the Office of the Comptroller of the Currency may only 
incur obligations or allow and pay expenses pursuant to an 
appropriations Act.
    ``(c) Offsetting Collections.--Any assessments or other fees 
collected by the Chair shall be deposited and credited as offsetting 
collections to the account providing appropriations to the Board of 
Directors of the Office of the Comptroller of the Currency.''.
    (b) Effective Date.--The amendments made by this section shall 
apply with respect to expenses paid and fees collected on or after the 
date that is 90 days after the date of the enactment of the first 
appropriation Act that provides for appropriations to the Board of 
Directors of the Office of the Comptroller of the Currency and that is 
enacted after the date of the enactment of this Act.

SEC. 665. BRINGING THE NON-MONETARY POLICY RELATED FUNCTIONS OF THE 
              BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM INTO THE 
              REGULAR APPROPRIATIONS PROCESS.

    The Federal Reserve Act is amended by inserting after section 11B 
the following:

``SEC. 11C. APPROPRIATIONS REQUIREMENT FOR NON-MONETARY POLICY RELATED 
              ADMINISTRATIVE COSTS.

    ``(a) Appropriations Requirement.--The Board of Governors of the 
Federal Reserve System and the Federal reserve banks may only incur 
obligations or allow and pay expenses with respect to non-monetary 
policy related administrative costs pursuant to an appropriations Act.
    ``(b) Earnings and Assessments Used to Recover the Cost of 
Appropriations.--
            ``(1) In general.--Except as provided under paragraph (2) 
        and notwithstanding any other provision of law, all earnings of 
        the Board of Governors of the Federal Reserve System and the 
        Federal reserve banks and all amounts collected pursuant to 
        section 11(t) that would, absent this section, be used to fund 
        the non-monetary policy related administrative costs of the 
        Board of Governors of the Federal Reserve System and each of 
        the Federal reserve banks shall be deposited into the general 
        fund of the Treasury and credited as offsetting collections for 
        the amounts appropriated to fund such non-monetary policy 
        related administrative costs.
            ``(2) No deposits in excess of appropriations.--The amount 
        deposited pursuant to paragraph (1) with respect to a fiscal 
        year shall not exceed the amount appropriated to fund the non-
        monetary policy related administrative costs of the Board of 
        Governors of the Federal Reserve System and each of the Federal 
        reserve banks for such fiscal year.
    ``(c) Definitions.--For purposes of this section:
            ``(1) Monetary policy.--The term `monetary policy' means a 
        strategy for producing a generally acceptable exchange medium 
        that supports the productive employment of economic resources 
        by reliably serving as both a unit of account and store of 
        value.
            ``(2) Non-monetary policy related administrative costs.--
        The term `non-monetary policy related administrative costs' 
        means administrative costs not related to the conduct of 
        monetary policy, and include--
                    ``(A) direct operating expenses for supervising and 
                regulating entities supervised and regulated by the 
                Board of Governors of the Federal Reserve System, 
                including conducting examinations, conducting stress 
                tests, communicating with the entities regarding 
                supervisory matters and laws, and regulations;
                    ``(B) operating expenses for activities integral to 
                carrying out supervisory and regulatory 
                responsibilities, such as training staff in the 
                supervisory function, research and analysis functions 
                including library subscription services, and collecting 
                and processing regulatory reports filed by supervised 
                institutions; and
                    ``(C) support, overhead, and pension expenses 
                related to the items described under subparagraphs (A) 
                and (B).''.

                  Subtitle F--International Processes

SEC. 671. REQUIREMENTS FOR INTERNATIONAL PROCESSES.

    (a) Board of Governors Requirements.--Section 11 of the Federal 
Reserve Act (12 U.S.C. 248), as amended by section 706, is further 
amended by adding at the end the following new subsection:
    ``(w) International Processes.--
            ``(1) Notice of process; consultation.--At least 30 
        calendar days before any member or employee of the Board of 
        Governors of the Federal Reserve System participates in a 
        process of setting financial standards as a part of any foreign 
        or multinational entity, the Board of Governors shall--
                    ``(A) issue a notice of the process, including the 
                subject matter, scope, and goals of the process, to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, Housing, 
                and Urban Affairs of the Senate;
                    ``(B) make such notice available to the public, 
                including on the website of the Board of Governors; and
                    ``(C) solicit public comment, and consult with the 
                committees described under subparagraph (A), with 
                respect to the subject matter, scope, and goals of the 
                process.
            ``(2) Public reports on process.--After the end of any 
        process described under paragraph (1), the Board of Governors 
        shall issue a public report on the topics that were discussed 
        during the process and any new or revised rulemakings or policy 
        changes that the Board of Governors believes should be 
        implemented as a result of the process.
            ``(3) Notice of agreements; consultation.--At least 90 
        calendar days before any member or employee of the Board of 
        Governors of the Federal Reserve System participates in a 
        process of setting financial standards as a part of any foreign 
        or multinational entity, the Board of Governors shall--
                    ``(A) issue a notice of agreement to the Committee 
                on Financial Services of the House of Representatives 
                and the Committee on Banking, Housing, and Urban 
                Affairs of the Senate;
                    ``(B) make such notice available to the public, 
                including on the website of the Board of Governors; and
                    ``(C) consult with the committees described under 
                subparagraph (A) with respect to the nature of the 
                agreement and any anticipated effects such agreement 
                will have on the economy.
            ``(4) Definition.--For purposes of this subsection, the 
        term `process' shall include any official proceeding or meeting 
        on financial regulation of a recognized international 
        organization with authority to set financial standards on a 
        global or regional level, including the Financial Stability 
        Board, the Basel Committee on Banking Supervision (or a similar 
        organization), and the International Association of Insurance 
        Supervisors (or a similar organization).''.
    (b) FDIC Requirements.--The Federal Deposit Insurance Act (12 
U.S.C. 1811 et seq.) is amended by adding at the end the following new 
section:

``SEC. 51. INTERNATIONAL PROCESSES.

    ``(a) Notice of Process; Consultation.--At least 30 calendar days 
before the Board of Directors participates in a process of setting 
financial standards as a part of any foreign or multinational entity, 
the Board of Directors shall--
            ``(1) issue a notice of the process, including the subject 
        matter, scope, and goals of the process, to the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate;
            ``(2) make such notice available to the public, including 
        on the website of the Corporation; and
            ``(3) solicit public comment, and consult with the 
        committees described under paragraph (1), with respect to the 
        subject matter, scope, and goals of the process.
    ``(b) Public Reports on Process.--After the end of any process 
described under subsection (a), the Board of Directors shall issue a 
public report on the topics that were discussed at the process and any 
new or revised rulemakings or policy changes that the Board of 
Directors believes should be implemented as a result of the process.
    ``(c) Notice of Agreements; Consultation.--At least 90 calendar 
days before the Board of Directors participates in a process of setting 
financial standards as a part of any foreign or multinational entity, 
the Board of Directors shall--
            ``(1) issue a notice of agreement to the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate;
            ``(2) make such notice available to the public, including 
        on the website of the Corporation; and
            ``(3) consult with the committees described under paragraph 
        (1) with respect to the nature of the agreement and any 
        anticipated effects such agreement will have on the economy.
    ``(d) Definition.--For purposes of this section, the term `process' 
shall include any official proceeding or meeting on financial 
regulation of a recognized international organization with authority to 
set financial standards on a global or regional level, including the 
Financial Stability Board, the Basel Committee on Banking Supervision 
(or a similar organization), and the International Association of 
Insurance Supervisors (or a similar organization).''.
    (c) Treasury Requirements.--Section 325 of title 31, United States 
Code, is amended by adding at the end the following new subsection:
    ``(d) International Processes.--
            ``(1) Notice of process; consultation.--At least 30 
        calendar days before the Secretary participates in a process of 
        setting financial standards as a part of any foreign or 
        multinational entity, the Secretary shall--
                    ``(A) issue a notice of the process, including the 
                subject matter, scope, and goals of the process, to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, Housing, 
                and Urban Affairs of the Senate;
                    ``(B) make such notice available to the public, 
                including on the website of the Department of the 
                Treasury; and
                    ``(C) solicit public comment, and consult with the 
                committees described under subparagraph (A), with 
                respect to the subject matter, scope, and goals of the 
                process.
            ``(2) Public reports on process.--After the end of any 
        process described under paragraph (1), the Secretary shall 
        issue a public report on the topics that were discussed at the 
        process and any new or revised rulemakings or policy changes 
        that the Secretary believes should be implemented as a result 
        of the process.
            ``(3) Notice of agreements; consultation.--At least 90 
        calendar days before the Secretary participates in a process of 
        setting financial standards as a part of any foreign or 
        multinational entity, the Secretary shall--
                    ``(A) issue a notice of agreement to the Committee 
                on Financial Services of the House of Representatives 
                and the Committee on Banking, Housing, and Urban 
                Affairs of the Senate;
                    ``(B) make such notice available to the public, 
                including on the website of the Department of the 
                Treasury; and
                    ``(C) consult with the committees described under 
                subparagraph (A) with respect to the nature of the 
                agreement and any anticipated effects such agreement 
                will have on the economy.
            ``(4) Definition.--For purposes of this subsection, the 
        term `process' shall include any official proceeding or meeting 
        on financial regulation of a recognized international 
        organization with authority to set financial standards on a 
        global or regional level, including the Financial Stability 
        Board, the Basel Committee on Banking Supervision (or a similar 
        organization), and the International Association of Insurance 
        Supervisors (or a similar organization).''.
    (d) OCC Requirements.--Chapter one of title LXII of the Revised 
Statutes of the United States (12 U.S.C. 21 et seq.) is amended--
            (1) by adding at the end the following new section:

``SEC. 5156B. INTERNATIONAL PROCESSES.

    ``(a) Notice of Process; Consultation.--At least 30 calendar days 
before the Board of Directors of the Office of the Comptroller of the 
Currency participates in a process of setting financial standards as a 
part of any foreign or multinational entity, the Board of Directors 
shall--
            ``(1) issue a notice of the process, including the subject 
        matter, scope, and goals of the process, to the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate;
            ``(2) make such notice available to the public, including 
        on the website of the Office of the Comptroller of the 
        Currency; and
            ``(3) solicit public comment, and consult with the 
        committees described under paragraph (1), with respect to the 
        subject matter, scope, and goals of the process.
    ``(b) Public Reports on Process.--After the end of any process 
described under subsection (a), the Board of Directors shall issue a 
public report on the topics that were discussed at the process and any 
new or revised rulemakings or policy changes that the Board of 
Directors believes should be implemented as a result of the process.
    ``(c) Notice of Agreements; Consultation.--At least 90 calendar 
days before the Board of Directors participates in a process of setting 
financial standards as a part of any foreign or multinational entity, 
the Board of Directors shall--
            ``(1) issue a notice of agreement to the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate;
            ``(2) make such notice available to the public, including 
        on the website of the Office of the Comptroller of the 
        Currency; and
            ``(3) consult with the committees described under paragraph 
        (1) with respect to the nature of the agreement and any 
        anticipated effects such agreement will have on the economy.
    ``(d) Definition.--For purposes of this section, the term `process' 
shall include any official proceeding or meeting on financial 
regulation of a recognized international organization with authority to 
set financial standards on a global or regional level, including the 
Financial Stability Board, the Basel Committee on Banking Supervision 
(or a similar organization), and the International Association of 
Insurance Supervisors (or a similar organization).''; and
            (2) in the table of contents for such chapter, by adding at 
        the end the following new item:

``5156B. International processes.''.
    (e) Securities and Exchange Commission Requirements.--Section 4 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78d) is amended by 
adding at the end the following new subsection:
    ``(j) International Processes.--
            ``(1) Notice of process; consultation.--At least 30 
        calendar days before the Commission participates in a process 
        of setting financial standards as a part of any foreign or 
        multinational entity, the Commission shall--
                    ``(A) issue a notice of the process, including the 
                subject matter, scope, and goals of the process, to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, Housing, 
                and Urban Affairs of the Senate;
                    ``(B) make such notice available to the public, 
                including on the website of the Commission; and
                    ``(C) solicit public comment, and consult with the 
                committees described under subparagraph (A), with 
                respect to the subject matter, scope, and goals of the 
                process.
            ``(2) Public reports on process.--After the end of any 
        process described under paragraph (1), the Commission shall 
        issue a public report on the topics that were discussed at the 
        process and any new or revised rulemakings or policy changes 
        that the Commission believes should be implemented as a result 
        of the process.
            ``(3) Notice of agreements; consultation.--At least 90 
        calendar days before the Commission participates in a process 
        of setting financial standards as a part of any foreign or 
        multinational entity, the Commission shall--
                    ``(A) issue a notice of agreement to the Committee 
                on Financial Services of the House of Representatives 
                and the Committee on Banking, Housing, and Urban 
                Affairs of the Senate;
                    ``(B) make such notice available to the public, 
                including on the website of the Commission; and
                    ``(C) consult with the committees described under 
                subparagraph (A) with respect to the nature of the 
                agreement and any anticipated effects such agreement 
                will have on the economy.
            ``(4) Definition.--For purposes of this subsection, the 
        term `process' shall include any official proceeding or meeting 
        on financial regulation of a recognized international 
        organization with authority to set financial standards on a 
        global or regional level, including the Financial Stability 
        Board, the Basel Committee on Banking Supervision (or a similar 
        organization), and the International Association of Insurance 
        Supervisors (or a similar organization).''.
    (f) Commodity Futures Trading Commission Requirements.--Section 2 
of the Commodity Exchange Act (7 U.S.C. 2) is amended by adding at the 
end the following:
    ``(k) International Processes.--
            ``(1) Notice of process; consultation.--At least 30 
        calendar days before the Commission participates in a process 
        of setting financial standards as a part of any foreign or 
        multinational entity, the Commission shall--
                    ``(A) issue a notice of the process, including the 
                subject matter, scope, and goals of the process, to--
                            ``(i) the Committees on Financial Services 
                        and Agriculture of the House of 
                        Representatives; and
                            ``(ii) the Committees on Banking, Housing, 
                        and Urban Affairs and Agriculture, Nutrition, 
                        and Forestry of the Senate;
                    ``(B) make such notice available to the public, 
                including on the website of the Commission; and
                    ``(C) solicit public comment, and consult with the 
                committees described under subparagraph (A), with 
                respect to the subject matter, scope, and goals of the 
                process.
            ``(2) Public reports on process.--After the end of any 
        process described under paragraph (1), the Commission shall 
        issue a public report on the topics that were discussed during 
        the process and any new or revised rulemakings or policy 
        changes that the Commission believes should be implemented as a 
        result of the process.
            ``(3) Notice of agreements; consultation.--At least 90 
        calendar days before the Commission participates in a process 
        of setting financial standards as a part of any foreign or 
        multinational entity, the Commission shall--
                    ``(A) issue a notice of agreement to--
                            ``(i) the Committees on Financial Services 
                        and Agriculture of the House of 
                        Representatives; and
                            ``(ii) the Committees on Banking, Housing, 
                        and Urban Affairs and Agriculture, Nutrition, 
                        and Forestry of the Senate;
                    ``(B) make such notice available to the public, 
                including on the website of the Commission; and
                    ``(C) consult with the committees described under 
                subparagraph (A) with respect to the nature of the 
                agreement and any anticipated effects such agreement 
                will have on the economy.
            ``(4) Definition.--For purposes of this subsection, the 
        term `process' shall include any official proceeding or meeting 
        on financial regulation of a recognized international 
        organization with authority to set financial standards on a 
        global or regional level, including the Financial Stability 
        Board, the Basel Committee on Banking Supervision (or a similar 
        organization), and the International Association of Insurance 
        Supervisors (or a similar organization).''.

           TITLE VII--FED OVERSIGHT REFORM AND MODERNIZATION

SEC. 701. REQUIREMENTS FOR POLICY RULES OF THE FEDERAL OPEN MARKET 
              COMMITTEE.

    The Federal Reserve Act (12 U.S.C. 221 et seq.) is amended by 
inserting after section 2B the following new section:

``SEC. 2C. DIRECTIVE POLICY RULES OF THE FEDERAL OPEN MARKET COMMITTEE.

    ``(a) Definitions.--In this section the following definitions shall 
apply:
            ``(1) Appropriate congressional committees.--The term 
        `appropriate congressional committees' means the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate.
            ``(2) Directive policy rule.--The term `Directive Policy 
        Rule' means a policy rule developed by the Federal Open Market 
        Committee that meets the requirements of subsection (c) and 
        that provides the basis for the Open Market Operations 
        Directive.
            ``(3) GDP.--The term `GDP' means the gross domestic product 
        of the United States as computed and published by the 
        Department of Commerce.
            ``(4) Intermediate policy input.--The term `Intermediate 
        Policy Input'--
                    ``(A) may include any variable determined by the 
                Federal Open Market Committee as a necessary input to 
                guide open-market operations;
                    ``(B) shall include an estimate of, and the method 
                of calculation for, the current rate of inflation or 
                current inflation expectations; and
                    ``(C) shall include, specifying whether the 
                variable or estimate is historical, current, or a 
                forecast and the method of calculation, at least one 
                of--
                            ``(i) an estimate of real GDP, nominal GDP, 
                        or potential GDP;
                            ``(ii) an estimate of the monetary 
                        aggregate compiled by the Board of Governors of 
                        the Federal Reserve System and Federal reserve 
                        banks; or
                            ``(iii) an interactive variable or a net 
                        estimate composed of the estimates described in 
                        clauses (i) and (ii).
            ``(5) Legislative day.--The term `legislative day' means a 
        day on which either House of Congress is in session.
            ``(6) Open market operations directive.--The term `Open 
        Market Operations Directive' means an order to achieve a 
        specified Policy Instrument Target provided to the Federal 
        Reserve Bank of New York by the Federal Open Market Committee 
        pursuant to powers authorized under section 14 of this Act that 
        guide open-market operations.
            ``(7) Policy instrument.--The term `Policy Instrument' 
        means--
                    ``(A) the nominal Federal funds rate;
                    ``(B) the nominal rate of interest paid on 
                nonborrowed reserves; or
                    ``(C) the discount window primary credit interest 
                rate most recently published on the Federal Reserve 
                Statistical Release on selected interest rates (daily 
                or weekly), commonly referred to as the H.15 release.
            ``(8) Policy instrument target.--The term `Policy 
        Instrument Target' means the target for the Policy Instrument 
        specified in the Open Market Operations Directive.
            ``(9) Reference policy rule.--The term `Reference Policy 
        Rule' means a calculation of the nominal Federal funds rate as 
        equal to the sum of the following:
                    ``(A) The rate of inflation over the previous four 
                quarters.
                    ``(B) One-half of the percentage deviation of the 
                real GDP from an estimate of potential GDP.
                    ``(C) One-half of the difference between the rate 
                of inflation over the previous four quarters and two 
                percent.
                    ``(D) Two percent.
    ``(b) Submitting a Directive Policy Rule.--Not later than 48 hours 
after the end of a meeting of the Federal Open Market Committee, the 
Chairman of the Federal Open Market Committee shall submit to the 
appropriate congressional committees and the Comptroller General of the 
United States a Directive Policy Rule and a statement that identifies 
the members of the Federal Open Market Committee who voted in favor of 
the Rule.
    ``(c) Requirements for a Directive Policy Rule.--A Directive Policy 
Rule shall--
            ``(1) identify the Policy Instrument the Directive Policy 
        Rule is designed to target;
            ``(2) describe the strategy or rule of the Federal Open 
        Market Committee for the systematic quantitative adjustment of 
        the Policy Instrument Target to respond to a change in the 
        Intermediate Policy Inputs;
            ``(3) include a function that comprehensively models the 
        interactive relationship between the Intermediate Policy 
        Inputs;
            ``(4) include the coefficients of the Directive Policy Rule 
        that generate the current Policy Instrument Target and a range 
        of predicted future values for the Policy Instrument Target if 
        changes occur in any Intermediate Policy Input;
            ``(5) describe the procedure for adjusting the supply of 
        bank reserves to achieve the Policy Instrument Target;
            ``(6) include a statement as to whether the Directive 
        Policy Rule substantially conforms to the Reference Policy Rule 
        and, if applicable--
                    ``(A) an explanation of the extent to which it 
                departs from the Reference Policy Rule;
                    ``(B) a detailed justification for that departure; 
                and
                    ``(C) a description of the circumstances under 
                which the Directive Policy Rule may be amended in the 
                future;
            ``(7) include a certification that such Rule is expected to 
        support the economy in achieving stable prices and maximum 
        natural employment over the long term;
            ``(8) include a calculation that describes with 
        mathematical precision the expected annual inflation rate over 
        a 5-year period; and
            ``(9) include a plan to use the most accurate data, subject 
        to all historical revisions, for inputs into the Directive 
        Policy Rule and the Reference Policy Rule.
    ``(d) GAO Report.--The Comptroller General of the United States 
shall compare the Directive Policy Rule submitted under subsection (b) 
with the rule that was most recently submitted to determine whether the 
Directive Policy Rule has materially changed. If the Directive Policy 
Rule has materially changed, the Comptroller General shall, not later 
than 7 days after each meeting of the Federal Open Market Committee, 
prepare and submit a compliance report to the appropriate congressional 
committees specifying whether the Directive Policy Rule submitted after 
that meeting and the Federal Open Market Committee are in compliance 
with this section.
    ``(e) Changing Market Conditions.--
            ``(1) Rule of construction.--Nothing in this Act shall be 
        construed to require that the plans with respect to the 
        systematic quantitative adjustment of the Policy Instrument 
        Target described under subsection (c)(2) be implemented if the 
        Federal Open Market Committee determines that such plans cannot 
        or should not be achieved due to changing market conditions.
            ``(2) GAO approval of update.--Upon determining that plans 
        described in paragraph (1) cannot or should not be achieved, 
        the Federal Open Market Committee shall submit an explanation 
        for that determination and an updated version of the Directive 
        Policy Rule to the Comptroller General of the United States and 
        the appropriate congressional committees not later than 48 
        hours after making the determination. The Comptroller General 
        shall, not later than 48 hours after receiving such updated 
        version, prepare and submit to the appropriate congressional 
        committees a compliance report determining whether such updated 
        version and the Federal Open Market Committee are in compliance 
        with this section.
    ``(f) Directive Policy Rule and Federal Open Market Committee Not 
in Compliance.--
            ``(1) In general.--If the Comptroller General of the United 
        States determines that the Directive Policy Rule and the 
        Federal Open Market Committee are not in compliance with this 
        section in the report submitted pursuant to subsection (d), or 
        that the updated version of the Directive Policy Rule and the 
        Federal Open Market Committee are not in compliance with this 
        section in the report submitted pursuant to subsection (e)(2), 
        the Chairman of the Board of Governors of the Federal Reserve 
        System shall, if requested by the chairman of either of the 
        appropriate congressional committees, not later than 7 
        legislative days after such request, testify before such 
        committee as to why the Directive Policy Rule, the updated 
        version, or the Federal Open Market Committee is not in 
        compliance.
            ``(2) GAO audit.--Notwithstanding subsection (b) of section 
        714 of title 31, United States Code, upon submitting a report 
        of noncompliance pursuant to subsection (d) or subsection 
        (e)(2) and after the period of 7 legislative days described in 
        paragraph (1), the Comptroller General shall audit the conduct 
        of monetary policy by the Board of Governors of the Federal 
        Reserve System and the Federal Open Market Committee upon 
        request of the appropriate congressional committee. Such 
        committee may specify the parameters of such audit.
    ``(g) Congressional Hearings.--The Chairman of the Board of 
Governors of the Federal Reserve System shall, if requested by the 
chairman of either of the appropriate congressional committees and not 
later than 7 legislative days after such request, appear before such 
committee to explain any change to the Directive Policy Rule.''.

SEC. 702. FEDERAL OPEN MARKET COMMITTEE BLACKOUT PERIOD.

    Section 12A of the Federal Reserve Act (12 U.S.C. 263) is amended 
by adding at the end the following new subsection:
    ``(d) Blackout Period.--
            ``(1) In general.--During a blackout period, the only 
        public communications that may be made by members and staff of 
        the Committee with respect to macroeconomic or financial 
        developments or about current or prospective monetary policy 
        issues are the following:
                    ``(A) The dissemination of published data, surveys, 
                and reports that have been cleared for publication by 
                the Board of Governors of the Federal Reserve System.
                    ``(B) Answers to technical questions specific to a 
                data release.
                    ``(C) Communications with respect to the prudential 
                or supervisory functions of the Board of Governors.
            ``(2) Blackout period defined.--For purposes of this 
        subsection, and with respect to a meeting of the Committee 
        described under subsection (a), the term `blackout period' 
        means the time period that--
                    ``(A) begins immediately after midnight on the day 
                that is one week prior to the date on which such 
                meeting takes place; and
                    ``(B) ends at midnight on the day after the date on 
                which such meeting takes place.
            ``(3) Exemption for chairman of the board of governors.--
        Nothing in this section shall prohibit the Chairman of the 
        Board of Governors of the Federal Reserve System from 
        participating in or issuing public communications.''.

SEC. 703. MEMBERSHIP OF FEDERAL OPEN MARKET COMMITTEE.

    Section 12A(a) of the Federal Reserve Act (12 U.S.C. 263(a)) is 
amended--
            (1) in the first sentence, by striking ``five'' and 
        inserting ``six'';
            (2) in the second sentence, by striking ``One by the board 
        of directors'' and all that follows through the period at the 
        end and inserting the following: ``One by the boards of 
        directors of the Federal Reserve Banks of New York and Boston; 
        one by the boards of directors of the Federal Reserve Banks of 
        Philadelphia and Cleveland; one by the boards of directors of 
        the Federal Reserve Banks of Richmond and Atlanta; one by the 
        boards of directors of the Federal Reserve Banks of Chicago and 
        St. Louis; one by the boards of directors of the Federal 
        Reserve Banks of Minneapolis and Kansas City; and one by the 
        boards of directors of the Federal Reserve Banks of Dallas and 
        San Francisco.''; and
            (3) by inserting after the second sentence the following: 
        ``In odd numbered calendar years, one representative shall be 
        elected from each of the Federal Reserve Banks of Boston, 
        Philadelphia, Richmond, Chicago, Minneapolis, and Dallas. In 
        even-numbered calendar years, one representative shall be 
        elected from each of the Federal Reserve Banks of New York, 
        Cleveland, Atlanta, St. Louis, Kansas City, and San 
        Francisco.''.

SEC. 704. FREQUENCY OF TESTIMONY OF THE CHAIRMAN OF THE BOARD OF 
              GOVERNORS OF THE FEDERAL RESERVE SYSTEM TO CONGRESS.

    (a) In General.--Section 2B of the Federal Reserve Act (12 U.S.C. 
225b) is amended--
            (1) by striking ``semi-annual'' each place it appears and 
        inserting ``quarterly''; and
            (2) in subsection (a)(2)--
                    (A) by inserting ``and October 20'' after ``July 
                20'' each place it appears; and
                    (B) by inserting ``and May 20'' after ``February 
                20'' each place it appears.
    (b) Conforming Amendment.--Paragraph (12) of section 10 of the 
Federal Reserve Act (12 U.S.C. 247b(12)) is amended by striking ``semi-
annual'' and inserting ``quarterly''.

SEC. 705. VICE CHAIRMAN FOR SUPERVISION REPORT REQUIREMENT.

    Paragraph (12) of section 10 of the Federal Reserve Act (12 U.S.C. 
247(b)) is amended--
            (1) by redesignating such paragraph as paragraph (11); and
            (2) in such paragraph, by adding at the end the following: 
        ``In each such appearance, the Vice Chairman for Supervision 
        shall provide written testimony that includes the status of all 
        pending and anticipated rulemakings that are being made by the 
        Board of Governors of the Federal Reserve System. If, at the 
        time of any appearance described in this paragraph, the 
        position of Vice Chairman for Supervision is vacant, the Vice 
        Chairman for the Board of Governors of the Federal Reserve 
        System (who has the responsibility to serve in the absence of 
        the Chairman) shall appear instead and provide the required 
        written testimony. If, at the time of any appearance described 
        in this paragraph, both Vice Chairman positions are vacant, the 
        Chairman of the Board of Governors of the Federal Reserve 
        System shall appear instead and provide the required written 
        testimony.''.

SEC. 706. SALARIES, FINANCIAL DISCLOSURES, AND OFFICE STAFF OF THE 
              BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.

    (a) In General.--Section 11 of the Federal Reserve Act (12 U.S.C. 
248) is amended--
            (1) by redesignating the second subsection (s) (relating to 
        ``Assessments, Fees, and Other Charges for Certain Companies'') 
        as subsection (t); and
            (2) by adding at the end the following new subsections:
    ``(u) Ethics Standards for Members and Employees.--
            ``(1) Prohibited and restricted financial interests and 
        transactions.--The members and employees of the Board of 
        Governors of the Federal Reserve System shall be subject to the 
        provisions under section 4401.102 of title 5, Code of Federal 
        Regulations, to the same extent as such provisions apply to an 
        employee of the Securities and Exchange Commission.
            ``(2) Treatment of brokerage accounts and availability of 
        account statements.--The members and employees of the Board of 
        Governors of the Federal Reserve System shall--
                    ``(A) disclose all brokerage accounts that they 
                maintain, as well as those in which they control 
                trading or have a financial interest (including managed 
                accounts, trust accounts, investment club accounts, and 
                the accounts of spouses or minor children who live with 
                the member or employee); and
                    ``(B) with respect to any securities account that 
                the member or employee is required to disclose to the 
                Board of Governors, authorize their brokers and dealers 
                to send duplicate account statements directly to Board 
                of Governors.
            ``(3) Prohibitions related to outside employment and 
        activities.--The members and employees of the Board of 
        Governors of the Federal Reserve System shall be subject to the 
        prohibitions related to outside employment and activities 
        described under section 4401.103(c) of title 5, Code of Federal 
        Regulations, to the same extent as such prohibitions apply to 
        an employee of the Securities and Exchange Commission.
            ``(4) Additional ethics standards.--The members and 
        employees of the Board of Governors of the Federal Reserve 
        System shall be subject to--
                    ``(A) the employee responsibilities and conduct 
                regulations of the Office of Personnel Management under 
                part 735 of title 5, Code of Federal Regulations;
                    ``(B) the canons of ethics contained in subpart C 
                of part 200 of title 17, Code of Federal Regulations, 
                to the same extent as such subpart applies to the 
                employees of the Securities and Exchange Commission; 
                and
                    ``(C) the regulations concerning the conduct of 
                members and employees and former members and employees 
                contained in subpart M of part 200 of title 17, Code of 
                Federal Regulations, to the same extent as such subpart 
                applies to the employees of the Securities and Exchange 
                Commission.
    ``(v) Disclosure of Staff Salaries and Financial Information.--The 
Board of Governors of the Federal Reserve System shall make publicly 
available, on the website of the Board of Governors, a searchable 
database that contains the names of all members, officers, and 
employees of the Board of Governors who receive an annual salary in 
excess of the annual rate of basic pay for GS-15 of the General 
Schedule, and--
            ``(1) the yearly salary information for such individuals, 
        along with any nonsalary compensation received by such 
        individuals; and
            ``(2) any financial disclosures required to be made by such 
        individuals.''.
    (b) Office Staff for Each Member of the Board of Governors.--
Subsection (l) of section 11 of the Federal Reserve Act (12 U.S.C. 248) 
is amended by adding at the end the following: ``Each member of the 
Board of Governors of the Federal Reserve System may employ, at a 
minimum, 2 individuals, with such individuals selected by such member 
and the salaries of such individuals set by such member. A member may 
employ additional individuals as determined necessary by the Board of 
Governors.''.

SEC. 707. AMENDMENTS TO POWERS OF THE BOARD OF GOVERNORS OF THE FEDERAL 
              RESERVE SYSTEM.

    (a) In General.--Section 13(3) of the Federal Reserve Act (12 
U.S.C. 343(3)), as amended by section 221, is further amended--
            (1) in subparagraph (A)--
                    (A) by inserting ``that pose a threat to the 
                financial stability of the United States'' after 
                ``unusual and exigent circumstances''; and
                    (B) by inserting ``and by the affirmative vote of 
                not less than nine presidents of the Federal reserve 
                banks'' after ``five members'';
            (2) in subparagraph (B)--
                    (A) in clause (i), by inserting at the end the 
                following: ``Federal reserve banks may not accept 
                equity securities issued by the recipient of any loan 
                or other financial assistance under this paragraph as 
                collateral. Not later than 6 months after the date of 
                enactment of this sentence, the Board shall, by rule, 
                establish--
                                    ``(I) a method for determining the 
                                sufficiency of the collateral required 
                                under this paragraph;
                                    ``(II) acceptable classes of 
                                collateral;
                                    ``(III) the amount of any discount 
                                of such value that the Federal reserve 
                                banks will apply for purposes of 
                                calculating the sufficiency of 
                                collateral under this paragraph; and
                                    ``(IV) a method for obtaining 
                                independent appraisals of the value of 
                                collateral the Federal reserve banks 
                                receive.''; and
                    (B) in clause (ii)--
                            (i) by striking the second sentence; and
                            (ii) by inserting after the first sentence 
                        the following: ``A borrower shall not be 
                        eligible to borrow from any emergency lending 
                        program or facility unless the Board and all 
                        federal banking regulators with jurisdiction 
                        over the borrower certify that, at the time the 
                        borrower initially borrows under the program or 
                        facility, the borrower is not insolvent.'';
            (3) by inserting ``financial institution'' before 
        ``participant'' each place such term appears;
            (4) in subparagraph (D)(i), by inserting ``financial 
        institution'' before ``participants''; and
            (5) by adding at the end the following new subparagraphs:
                    ``(E) Penalty rate.--
                            ``(i) In general.--Not later than 6 months 
                        after the date of enactment of this 
                        subparagraph, the Board shall, with respect to 
                        a recipient of any loan or other financial 
                        assistance under this paragraph, establish by 
                        rule a minimum interest rate on the principal 
                        amount of any loan or other financial 
                        assistance.
                            ``(ii) Minimum interest rate defined.--In 
                        this subparagraph, the term `minimum interest 
                        rate' shall mean the sum of--
                                    ``(I) the average of the secondary 
                                discount rate of all Federal Reserve 
                                banks over the most recent 90-day 
                                period; and
                                    ``(II) the average of the 
                                difference between a distressed 
                                corporate bond yield index (as defined 
                                by rule of the Board) and a bond yield 
                                index of debt issued by the United 
                                States (as defined by rule of the 
                                Board) over the most recent 90-day 
                                period.
                    ``(F) Financial institution participant defined.--
                For purposes of this paragraph, the term `financial 
                institution participant'--
                            ``(i) means a company that is predominantly 
                        engaged in financial activities (as defined in 
                        section 102(a) of the Dodd-Frank Wall Street 
                        Reform and Consumer Protection Act (12 U.S.C. 
                        5311(a))); and
                            ``(ii) does not include an agency described 
                        in subparagraph (W) of section 5312(a)(2) of 
                        title 31, United States Code, or an entity 
                        controlled or sponsored by such an agency.''.
    (b) Conforming Amendment.--Section 11(r)(2)(A) of such Act is 
amended--
            (1) in clause (ii)(IV), by striking ``; and'' and inserting 
        a semicolon;
            (2) in clause (iii), by striking the period at the end and 
        inserting ``; and''; and
            (3) by adding at the end the following new clause:
            ``(iv) the available members secure the affirmative vote of 
        not less than nine presidents of the Federal reserve banks.''.

SEC. 708. INTEREST RATES ON BALANCES MAINTAINED AT A FEDERAL RESERVE 
              BANK BY DEPOSITORY INSTITUTIONS ESTABLISHED BY FEDERAL 
              OPEN MARKET COMMITTEE.

    Subparagraph (A) of section 19(b)(12) of the Federal Reserve Act 
(12 U.S.C. 461(b)(12)(A)) is amended by inserting ``established by the 
Federal Open Market Committee'' after ``rate or rates''.

SEC. 709. AUDIT REFORM AND TRANSPARENCY FOR THE BOARD OF GOVERNORS OF 
              THE FEDERAL RESERVE SYSTEM.

    (a) In General.--Notwithstanding section 714 of title 31, United 
States Code, or any other provision of law, the Comptroller General of 
the United States shall annually complete an audit of the Board of 
Governors of the Federal Reserve System and the Federal reserve banks 
under subsection (b) of such section 714 within 12 months after the 
date of the enactment of this Act.
    (b) Report.--
            (1) In general.--Not later than 90 days after each audit 
        required pursuant to subsection (a) is completed, the 
        Comptroller General--
                    (A) shall submit to Congress a report on such 
                audit; and
                    (B) shall make such report available to the Speaker 
                of the House, the majority and minority leaders of the 
                House of Representatives, the majority and minority 
                leaders of the Senate, the Chairman and Ranking Member 
                of the committee and each subcommittee of jurisdiction 
                in the House of Representatives and the Senate, and any 
                other Member of Congress who requests the report.
            (2) Contents.--The report under paragraph (1) shall include 
        a detailed description of the findings and conclusion of the 
        Comptroller General with respect to the audit that is the 
        subject of the report, together with such recommendations for 
        legislative or administrative action as the Comptroller General 
        may determine to be appropriate.
    (c) Repeal of Certain Limitations.--Subsection (b) of section 714 
of title 31, United States Code, is amended by striking the second 
sentence.
    (d) Technical and Conforming Amendments.--
            (1) In general.--Section 714 of title 31, United States 
        Code, is amended--
                    (A) in subsection (d)(3), by striking ``or (f)'' 
                each place such term appears;
                    (B) in subsection (e), by striking ``the third 
                undesignated paragraph of section 13'' and inserting 
                ``section 13(3)''; and
                    (C) by striking subsection (f).
            (2) Federal reserve act.--Subsection (s) (relating to 
        ``Federal Reserve Transparency and Release of Information'') of 
        section 11 of the Federal Reserve Act (12 U.S.C. 248) is 
        amended--
                    (A) in paragraph (4)(A), by striking ``has the same 
                meaning as in section 714(f)(1)(A) of title 31, United 
                States Code'' and inserting ``means a program or 
                facility, including any special purpose vehicle or 
                other entity established by or on behalf of the Board 
                of Governors of the Federal Reserve System or a Federal 
                reserve bank, authorized by the Board of Governors 
                under section 13(3), that is not subject to audit under 
                section 714(e) of title 31, United States Code'';
                    (B) in paragraph (6), by striking ``or in section 
                714(f)(3)(C) of title 31, United States Code, the 
                information described in paragraph (1) and information 
                concerning the transactions described in section 714(f) 
                of such title,'' and inserting ``the information 
                described in paragraph (1)''; and
                    (C) in paragraph (7), by striking ``and section 
                13(3)(C), section 714(f)(3)(C) of title 31, United 
                States Code, and'' and inserting ``, section 13(3)(C), 
                and''.

SEC. 710. ESTABLISHMENT OF A CENTENNIAL MONETARY COMMISSION.

    (a) Findings.--Congress finds the following:
            (1) The Constitution endows Congress with the power ``to 
        coin money, regulate the value thereof''.
            (2) Following the financial crisis known as the Panic of 
        1907, Congress established the National Monetary Commission to 
        provide recommendations for the reform of the financial and 
        monetary systems of the United States.
            (3) Incorporating several of the recommendations of the 
        National Monetary Commission, Congress created the Federal 
        Reserve System in 1913. As currently organized, the Federal 
        Reserve System consists of the Board of Governors in 
        Washington, District of Columbia, and the Federal Reserve Banks 
        organized into 12 districts around the United States. The 
        stockholders of the 12 Federal Reserve Banks include national 
        and certain State-chartered commercial banks, which operate on 
        a fractional reserve basis.
            (4) Originally, Congress gave the Federal Reserve System a 
        monetary mandate to provide an elastic currency, within the 
        context of a gold standard, in response to seasonal 
        fluctuations in the demand for currency.
            (5) Congress also gave the Federal Reserve System a 
        financial stability mandate to serve as the lender of last 
        resort to solvent but illiquid banks during a financial crisis.
            (6) In 1977, Congress changed the monetary mandate of the 
        Federal Reserve System to a dual mandate for maximum employment 
        and stable prices.
            (7) Empirical studies and historical evidence, both within 
        the United States and in other countries, demonstrate that 
        price stability is desirable because both inflation and 
        deflation damage the economy.
            (8) The economic challenge of recent years--most notably 
        the bursting of the housing bubble, the financial crisis of 
        2008, and the ensuing anemic recovery--have occurred at great 
        cost in terms of lost jobs and output.
            (9) Policymakers are reexamining the structure and 
        functioning of financial institutions and markets to determine 
        what, if any, changes need to be made to place the financial 
        system on a stronger, more sustainable path going forward.
            (10) The Federal Reserve System has taken extraordinary 
        actions in response to the recent economic challenges.
            (11) The Federal Open Market Committee has engaged in 
        multiple rounds of quantitative easing, providing unprecedented 
        liquidity to financial markets, while committing to holding 
        short-term interest rates low for a seemingly indefinite 
        period, and pursuing a policy of credit allocation by 
        purchasing Federal agency debt and mortgage-backed securities.
            (12) In the wake of the recent extraordinary actions of the 
        Federal Reserve System, Congress--consistent with its 
        constitutional responsibilities and as it has done periodically 
        throughout the history of the United States--has once again 
        renewed its examination of monetary policy.
            (13) Central in such examination has been a renewed look at 
        what is the most proper mandate for the Federal Reserve System 
        to conduct monetary policy in the 21st century.
    (b) Establishment of a Centennial Monetary Commission.--There is 
established a commission to be known as the ``Centennial Monetary 
Commission'' (in this section referred to as the ``Commission'').
    (c) Study and Report on Monetary Policy.--
            (1) Study.--The Commission shall--
                    (A) examine how United States monetary policy since 
                the creation of the Board of Governors of the Federal 
                Reserve System in 1913 has affected the performance of 
                the United States economy in terms of output, 
                employment, prices, and financial stability over time;
                    (B) evaluate various operational regimes under 
                which the Board of Governors of the Federal Reserve 
                System and the Federal Open Market Committee may 
                conduct monetary policy in terms achieving the maximum 
                sustainable level of output and employment and price 
                stability over the long term, including--
                            (i) discretion in determining monetary 
                        policy without an operational regime;
                            (ii) price level targeting;
                            (iii) inflation rate targeting;
                            (iv) nominal gross domestic product 
                        targeting (both level and growth rate);
                            (v) the use of monetary policy rules; and
                            (vi) the gold standard;
                    (C) evaluate the use of macro-prudential 
                supervision and regulation as a tool of monetary policy 
                in terms of achieving the maximum sustainable level of 
                output and employment and price stability over the long 
                term;
                    (D) evaluate the use of the lender-of-last-resort 
                function of the Board of Governors of the Federal 
                Reserve System as a tool of monetary policy in terms of 
                achieving the maximum sustainable level of output and 
                employment and price stability over the long term;
                    (E) recommend a course for United States monetary 
                policy going forward, including--
                            (i) the legislative mandate;
                            (ii) the operational regime;
                            (iii) the securities used in open market 
                        operations; and
                            (iv) transparency issues; and
                    (F) consider the effects of the GDP output and 
                employment targets of the ``dual mandate'' (both from 
                the creation of the dual mandate in 1977 until the 
                present time and estimates of the future effect of the 
                dual mandate ) on--
                            (i) United States economic activity;
                            (ii) Federal Reserve actions; and
                            (iii) Federal debt.
            (2) Report.--Not later than December 1, 2017, the 
        Commission shall submit to Congress and make publicly available 
        a report containing a statement of the findings and conclusions 
        of the Commission in carrying out the study under paragraph 
        (1), together with the recommendations the Commission considers 
        appropriate. In making such report, the Commission shall 
        specifically report on the considerations required under 
        paragraph (1)(F).
    (d) Membership.--
            (1) Number and appointment.--
                    (A) Appointed voting members.--The Commission shall 
                contain 12 voting members as follows:
                            (i) Six members appointed by the Speaker of 
                        the House of Representatives, with four members 
                        from the majority party and two members from 
                        the minority party.
                            (ii) Six members appointed by the President 
                        Pro Tempore of the Senate, with four members 
                        from the majority party and two members from 
                        the minority party.
                    (B) Chairman.--The Speaker of the House of 
                Representatives and the majority leader of the Senate 
                shall jointly designate one of the members of the 
                Commission as Chairman.
                    (C) Non-voting members.--The Commission shall 
                contain 2 non-voting members as follows:
                            (i) One member appointed by the Secretary 
                        of the Treasury.
                            (ii) One member who is the president of a 
                        district Federal reserve bank appointed by the 
                        Chair of the Board of Governors of the Federal 
                        Reserve System.
            (2) Period of appointment.--Each member shall be appointed 
        for the life of the Commission.
            (3) Timing of appointment.--All members of the Commission 
        shall be appointed not later than 30 days after the date of the 
        enactment of this section.
            (4) Vacancies.--A vacancy in the Commission shall not 
        affect its powers, and shall be filled in the manner in which 
        the original appointment was made.
            (5) Meetings.--
                    (A) Initial meeting.--The Commission shall hold its 
                initial meeting and begin the operations of the 
                Commission as soon as is practicable.
                    (B) Further meetings.--The Commission shall meet 
                upon the call of the Chair or a majority of its 
                members.
            (6) Quorum.--Seven voting members of the Commission shall 
        constitute a quorum but a lesser number may hold hearings.
            (7) Member of congress defined.--In this subsection, the 
        term ``Member of Congress'' means a Senator or a Representative 
        in, or Delegate or Resident Commissioner to, the Congress.
    (e) Powers.--
            (1) Hearings and sessions.--The Commission or, on the 
        authority of the Commission, any subcommittee or member 
        thereof, may, for the purpose of carrying out this section, 
        hold hearings, sit and act at times and places, take testimony, 
        receive evidence, or administer oaths as the Commission or such 
        subcommittee or member thereof considers appropriate.
            (2) Contract authority.--To the extent or in the amounts 
        provided in advance in appropriation Acts, the Commission may 
        contract with and compensate government and private agencies or 
        persons to enable the Commission to discharge its duties under 
        this section, without regard to section 3709 of the Revised 
        Statutes (41 U.S.C. 5).
            (3) Obtaining official data.--
                    (A) In general.--The Commission is authorized to 
                secure directly from any executive department, bureau, 
                agency, board, commission, office, independent 
                establishment, or instrumentality of the Government, 
                any information, including suggestions, estimates, or 
                statistics, for the purposes of this section.
                    (B) Requesting official data.--The head of such 
                department, bureau, agency, board, commission, office, 
                independent establishment, or instrumentality of the 
                government shall, to the extent authorized by law, 
                furnish such information upon request made by--
                            (i) the Chair;
                            (ii) the Chair of any subcommittee created 
                        by a majority of the Commission; or
                            (iii) any member of the Commission 
                        designated by a majority of the commission to 
                        request such information.
            (4) Assistance from federal agencies.--
                    (A) General services administration.--The 
                Administrator of General Services shall provide to the 
                Commission on a reimbursable basis administrative 
                support and other services for the performance of the 
                functions of the Commission.
                    (B) Other departments and agencies.--In addition to 
                the assistance prescribed in subparagraph (A), at the 
                request of the Commission, departments and agencies of 
                the United States shall provide such services, funds, 
                facilities, staff, and other support services as may be 
                authorized by law.
            (5) Postal service.--The Commission may use the United 
        States mails in the same manner and under the same conditions 
        as other departments and agencies of the United States.
    (f) Commission Personnel.--
            (1) Appointment and compensation of staff.--
                    (A) In general.--Subject to rules prescribed by the 
                Commission, the Chair may appoint and fix the pay of 
                the executive director and other personnel as the Chair 
                considers appropriate.
                    (B) Applicability of civil service laws.--The staff 
                of the Commission may be appointed without regard to 
                the provisions of title 5, United States Code, 
                governing appointments in the competitive service, and 
                may be paid without regard to the provisions of chapter 
                51 and subchapter III of chapter 53 of that title 
                relating to classification and General Schedule pay 
                rates, except that an individual so appointed may not 
                receive pay in excess of level V of the Executive 
                Schedule.
            (2) Consultants.--The Commission may procure temporary and 
        intermittent services under section 3109(b) of title 5, United 
        States Code, but at rates for individuals not to exceed the 
        daily equivalent of the rate of pay for a person occupying a 
        position at level IV of the Executive Schedule.
            (3) Staff of federal agencies.--Upon request of the 
        Commission, the head of any Federal department or agency may 
        detail, on a reimbursable basis, any of the personnel of such 
        department or agency to the Commission to assist it in carrying 
        out its duties under this section.
    (g) Termination of Commission.--
            (1) In general.--The Commission shall terminate on June 1, 
        2017.
            (2) Administrative activities before termination.--The 
        Commission may use the period between the submission of its 
        report and its termination for the purpose of concluding its 
        activities, including providing testimony to the committee of 
        Congress concerning its report.
    (h) Authorization of Appropriations.--There is authorized to be 
appropriated to carry out this section $1,000,000, which shall remain 
available until the date on which the Commission terminates.

SEC. 711. PUBLIC TRANSCRIPTS OF FOMC MEETINGS.

    Section 12A of the Federal Reserve Act (12 U.S.C. 263), as amended 
by this Act, is further amended by adding at the end the following:
    ``(e) Public Transcripts of Meetings.--The Committee shall--
            ``(1) record all meetings of the Committee; and
            ``(2) make the full transcript of such meetings available 
        to the public.''.

         TITLE VIII--DEMANDING ACCOUNTABILITY FROM WALL STREET

                Subtitle A--SEC Penalties Modernization

SEC. 801. ENHANCEMENT OF CIVIL PENALTIES FOR SECURITIES LAWS 
              VIOLATIONS.

    (a) Updated Civil Money Penalties.--
            (1) Securities act of 1933.--
                    (A) Money penalties in administrative actions.--
                Section 8A(g)(2) of the Securities Act of 1933 (15 
                U.S.C. 77h-1(g)(2)) is amended--
                            (i) in subparagraph (A)--
                                    (I) by striking ``$7,500'' and 
                                inserting ``$10,000''; and
                                    (II) by striking ``$75,000'' and 
                                inserting ``$100,000'';
                            (ii) in subparagraph (B)--
                                    (I) by striking ``$75,000'' and 
                                inserting ``$100,000''; and
                                    (II) by striking ``$375,000'' and 
                                inserting ``$500,000''; and
                            (iii) by striking subparagraph (C) and 
                        inserting the following:
                    ``(C) Third tier.--
                            ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount of 
                        penalty for each such act or omission shall not 
                        exceed the amount specified in clause (ii) if--
                                    ``(I) the act or omission described 
                                in paragraph (1) involved fraud, 
                                deceit, manipulation, or deliberate or 
                                reckless disregard of a regulatory 
                                requirement; and
                                    ``(II) such act or omission 
                                directly or indirectly resulted in--
                                            ``(aa) substantial losses 
                                        or created a significant risk 
                                        of substantial losses to other 
                                        persons; or
                                            ``(bb) substantial 
                                        pecuniary gain to the person 
                                        who committed the act or 
                                        omission.
                            ``(ii) Maximum amount of penalty.--The 
                        amount referred to in clause (i) is the 
                        greatest of--
                                    ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                    ``(II) 3 times the gross amount of 
                                pecuniary gain to the person who 
                                committed the act or omission; or
                                    ``(III) the amount of losses 
                                incurred by victims as a result of the 
                                act or omission.''.
                    (B) Money penalties in civil actions.--Section 
                20(d)(2) of the Securities Act of 1933 (15 U.S.C. 
                77t(d)(2)) is amended--
                            (i) in subparagraph (A)--
                                    (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                    (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                            (ii) in subparagraph (B)--
                                    (I) by striking ``$50,000'' and 
                                inserting ``$100,000''; and
                                    (II) by striking ``$250,000'' and 
                                inserting ``$500,000''; and
                            (iii) by striking subparagraph (C) and 
                        inserting the following:
                    ``(C) Third tier.--
                            ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount of 
                        penalty for each such violation shall not 
                        exceed the amount specified in clause (ii) if--
                                    ``(I) the violation described in 
                                paragraph (1) involved fraud, deceit, 
                                manipulation, or deliberate or reckless 
                                disregard of a regulatory requirement; 
                                and
                                    ``(II) such violation directly or 
                                indirectly resulted in substantial 
                                losses or created a significant risk of 
                                substantial losses to other persons.
                            ``(ii) Maximum amount of penalty.--The 
                        amount referred to in clause (i) is the 
                        greatest of--
                                    ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                    ``(II) 3 times the gross amount of 
                                pecuniary gain to such defendant as a 
                                result of the violation; or
                                    ``(III) the amount of losses 
                                incurred by victims as a result of the 
                                violation.''.
            (2) Securities exchange act of 1934.--
                    (A) Money penalties in civil actions.--Section 
                21(d)(3)(B) of the Securities Exchange Act of 1934 (15 
                U.S.C. 78u(d)(3)(B)) is amended--
                            (i) in clause (i)--
                                    (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                    (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                            (ii) in clause (ii)--
                                    (I) by striking ``$50,000'' and 
                                inserting ``$100,000''; and
                                    (II) by striking ``$250,000'' and 
                                inserting ``$500,000''; and
                            (iii) by striking clause (iii) and 
                        inserting the following:
                    ``(iii) Third tier.--
                            ``(I) In general.--Notwithstanding clauses 
                        (i) and (ii), the amount of penalty for each 
                        such violation shall not exceed the amount 
                        specified in subclause (II) if--
                                    ``(aa) the violation described in 
                                subparagraph (A) involved fraud, 
                                deceit, manipulation, or deliberate or 
                                reckless disregard of a regulatory 
                                requirement; and
                                    ``(bb) such violation directly or 
                                indirectly resulted in substantial 
                                losses or created a significant risk of 
                                substantial losses to other persons.
                            ``(II) Maximum amount of penalty.--The 
                        amount referred to in subclause (I) is the 
                        greatest of--
                                    ``(aa) $300,000 for a natural 
                                person or $1,450,000 for any other 
                                person;
                                    ``(bb) 3 times the gross amount of 
                                pecuniary gain to such defendant as a 
                                result of the violation; or
                                    ``(cc) the amount of losses 
                                incurred by victims as a result of the 
                                violation.''.
                    (B) Money penalties in administrative actions.--
                Section 21B(b) of the Securities Exchange Act of 1934 
                (15 U.S.C. 78u-2(b)) is amended--
                            (i) in paragraph (1)--
                                    (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                    (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                            (ii) in paragraph (2)--
                                    (I) by striking ``$50,000'' and 
                                inserting ``$100,000''; and
                                    (II) by striking ``$250,000'' and 
                                inserting ``$500,000''; and
                            (iii) by striking paragraph (3) and 
                        inserting the following:
            ``(3) Third tier.--
                    ``(A) In general.--Notwithstanding paragraphs (1) 
                and (2), the amount of penalty for each such act or 
                omission shall not exceed the amount specified in 
                subparagraph (B) if--
                            ``(i) the act or omission described in 
                        subsection (a) involved fraud, deceit, 
                        manipulation, or deliberate or reckless 
                        disregard of a regulatory requirement; and
                            ``(ii) such act or omission directly or 
                        indirectly resulted in substantial losses or 
                        created a significant risk of substantial 
                        losses to other persons or resulted in 
                        substantial pecuniary gain to the person who 
                        committed the act or omission.
                    ``(B) Maximum amount of penalty.--The amount 
                referred to in subparagraph (A) is the greatest of--
                            ``(i) $300,000 for a natural person or 
                        $1,450,000 for any other person;
                            ``(ii) 3 times the gross amount of 
                        pecuniary gain to the person who committed the 
                        act or omission; or
                            ``(iii) the amount of losses incurred by 
                        victims as a result of the act or omission.''.
            (3) Investment company act of 1940.--
                    (A) Money penalties in administrative actions.--
                Section 9(d)(2) of the Investment Company Act of 1940 
                (15 U.S.C. 80a-9(d)(2)) is amended--
                            (i) in subparagraph (A)--
                                    (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                    (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                            (ii) in subparagraph (B)--
                                    (I) by striking ``$50,000'' and 
                                inserting ``$100,000''; and
                                    (II) by striking ``$250,000'' and 
                                inserting ``$500,000''; and
                            (iii) by striking subparagraph (C) and 
                        inserting the following:
                    ``(C) Third tier.--
                            ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount of 
                        penalty for each such act or omission shall not 
                        exceed the amount specified in clause (ii) if--
                                    ``(I) the act or omission described 
                                in paragraph (1) involved fraud, 
                                deceit, manipulation, or deliberate or 
                                reckless disregard of a regulatory 
                                requirement; and
                                    ``(II) such act or omission 
                                directly or indirectly resulted in 
                                substantial losses or created a 
                                significant risk of substantial losses 
                                to other persons or resulted in 
                                substantial pecuniary gain to the 
                                person who committed the act or 
                                omission.
                            ``(ii) Maximum amount of penalty.--The 
                        amount referred to in clause (i) is the 
                        greatest of--
                                    ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                    ``(II) 3 times the gross amount of 
                                pecuniary gain to the person who 
                                committed the act or omission; or
                                    ``(III) the amount of losses 
                                incurred by victims as a result of the 
                                act or omission.''.
                    (B) Money penalties in civil actions.--Section 
                42(e)(2) of the Investment Company Act of 1940 (15 
                U.S.C. 80a-41(e)(2)) is amended--
                            (i) in subparagraph (A)--
                                    (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                    (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                            (ii) in subparagraph (B)--
                                    (I) by striking ``$50,000'' and 
                                inserting ``$100,000''; and
                                    (II) by striking ``$250,000'' and 
                                inserting ``$500,000''; and
                            (iii) by striking subparagraph (C) and 
                        inserting the following:
                    ``(C) Third tier.--
                            ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount of 
                        penalty for each such violation shall not 
                        exceed the amount specified in clause (ii) if--
                                    ``(I) the violation described in 
                                paragraph (1) involved fraud, deceit, 
                                manipulation, or deliberate or reckless 
                                disregard of a regulatory requirement; 
                                and
                                    ``(II) such violation directly or 
                                indirectly resulted in substantial 
                                losses or created a significant risk of 
                                substantial losses to other persons.
                            ``(ii) Maximum amount of penalty.--The 
                        amount referred to in clause (i) is the 
                        greatest of--
                                    ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                    ``(II) 3 times the gross amount of 
                                pecuniary gain to such defendant as a 
                                result of the violation; or
                                    ``(III) the amount of losses 
                                incurred by victims as a result of the 
                                violation.''.
            (4) Investment advisers act of 1940.--
                    (A) Money penalties in administrative actions.--
                Section 203(i)(2) of the Investment Advisers Act of 
                1940 (15 U.S.C. 80b-3(i)(2)) is amended--
                            (i) in subparagraph (A)--
                                    (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                    (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                            (ii) in subparagraph (B)--
                                    (I) by striking ``$50,000'' and 
                                inserting ``$100,000''; and
                                    (II) by striking ``$250,000'' and 
                                inserting ``$500,000''; and
                            (iii) by striking subparagraph (C) and 
                        inserting the following:
                    ``(C) Third tier.--
                            ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount of 
                        penalty for each such act or omission shall not 
                        exceed the amount specified in clause (ii) if--
                                    ``(I) the act or omission described 
                                in paragraph (1) involved fraud, 
                                deceit, manipulation, or deliberate or 
                                reckless disregard of a regulatory 
                                requirement; and
                                    ``(II) such act or omission 
                                directly or indirectly resulted in 
                                substantial losses or created a 
                                significant risk of substantial losses 
                                to other persons or resulted in 
                                substantial pecuniary gain to the 
                                person who committed the act or 
                                omission.
                            ``(ii) Maximum amount of penalty.--The 
                        amount referred to in clause (i) is the 
                        greatest of--
                                    ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                    ``(II) 3 times the gross amount of 
                                pecuniary gain to the person who 
                                committed the act or omission; or
                                    ``(III) the amount of losses 
                                incurred by victims as a result of the 
                                act or omission.''.
                    (B) Money penalties in civil actions.--Section 
                209(e)(2) of the Investment Advisers Act of 1940 (15 
                U.S.C. 80b-9(e)(2)) is amended--
                            (i) in subparagraph (A)--
                                    (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                    (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                            (ii) in subparagraph (B)--
                                    (I) by striking ``$50,000'' and 
                                inserting ``$100,000''; and
                                    (II) by striking ``$250,000'' and 
                                inserting ``$500,000''; and
                            (iii) by striking subparagraph (C) and 
                        inserting the following:
                    ``(C) Third tier.--
                            ``(i) In general.--Notwithstanding 
                        subparagraphs (A) and (B), the amount of 
                        penalty for each such violation shall not 
                        exceed the amount specified in clause (ii) if--
                                    ``(I) the violation described in 
                                paragraph (1) involved fraud, deceit, 
                                manipulation, or deliberate or reckless 
                                disregard of a regulatory requirement; 
                                and
                                    ``(II) such violation directly or 
                                indirectly resulted in substantial 
                                losses or created a significant risk of 
                                substantial losses to other persons.
                            ``(ii) Maximum amount of penalty.--The 
                        amount referred to in clause (i) is the 
                        greatest of--
                                    ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                    ``(II) 3 times the gross amount of 
                                pecuniary gain to such defendant as a 
                                result of the violation; or
                                    ``(III) the amount of losses 
                                incurred by victims as a result of the 
                                violation.''.
    (b) Penalties for Recidivists.--
            (1) Securities act of 1933.--
                    (A) Money penalties in administrative actions.--
                Section 8A(g)(2) of the Securities Act of 1933 (15 
                U.S.C. 77h-1(g)(2)) is amended by adding at the end the 
                following:
                    ``(D) Fourth tier.--Notwithstanding subparagraphs 
                (A), (B), and (C), the maximum amount of penalty for 
                each such act or omission shall be 3 times the 
                otherwise applicable amount in such subparagraphs if, 
                within the 5-year period preceding such act or 
                omission, the person who committed the act or omission 
                was criminally convicted for securities fraud or became 
                subject to a judgment or order imposing monetary, 
                equitable, or administrative relief in any Commission 
                action alleging fraud by that person.''.
                    (B) Money penalties in civil actions.--Section 
                20(d)(2) of the Securities Act of 1933 (15 U.S.C. 
                77t(d)(2)) is amended by adding at the end the 
                following:
                    ``(D) Fourth tier.--Notwithstanding subparagraphs 
                (A), (B), and (C), the maximum amount of penalty for 
                each such violation shall be 3 times the otherwise 
                applicable amount in such subparagraphs if, within the 
                5-year period preceding such violation, the defendant 
                was criminally convicted for securities fraud or became 
                subject to a judgment or order imposing monetary, 
                equitable, or administrative relief in any Commission 
                action alleging fraud by that defendant.''.
            (2) Securities exchange act of 1934.--
                    (A) Money penalties in civil actions.--Section 
                21(d)(3)(B) of the Securities Exchange Act of 1934 (15 
                U.S.C. 78u(d)(3)(B)) is amended by adding at the end 
                the following:
                            ``(iv) Fourth tier.--Notwithstanding 
                        clauses (i), (ii), and (iii), the maximum 
                        amount of penalty for each such violation shall 
                        be 3 times the otherwise applicable amount in 
                        such clauses if, within the 5-year period 
                        preceding such violation, the defendant was 
                        criminally convicted for securities fraud or 
                        became subject to a judgment or order imposing 
                        monetary, equitable, or administrative relief 
                        in any Commission action alleging fraud by that 
                        defendant.''.
                    (B) Money penalties in administrative actions.--
                Section 21B(b) of the Securities Exchange Act of 1934 
                (15 U.S.C. 78u-2(b)) is amended by adding at the end 
                the following:
            ``(4) Fourth tier.--Notwithstanding paragraphs (1), (2), 
        and (3), the maximum amount of penalty for each such act or 
        omission shall be 3 times the otherwise applicable amount in 
        such paragraphs if, within the 5-year period preceding such act 
        or omission, the person who committed the act or omission was 
        criminally convicted for securities fraud or became subject to 
        a judgment or order imposing monetary, equitable, or 
        administrative relief in any Commission action alleging fraud 
        by that person.''.
            (3) Investment company act of 1940.--
                    (A) Money penalties in administrative actions.--
                Section 9(d)(2) of the Investment Company Act of 1940 
                (15 U.S.C. 80a-9(d)(2)) is amended by adding at the end 
                the following:
                    ``(D) Fourth tier.--Notwithstanding subparagraphs 
                (A), (B), and (C), the maximum amount of penalty for 
                each such act or omission shall be 3 times the 
                otherwise applicable amount in such subparagraphs if, 
                within the 5-year period preceding such act or 
                omission, the person who committed the act or omission 
                was criminally convicted for securities fraud or became 
                subject to a judgment or order imposing monetary, 
                equitable, or administrative relief in any Commission 
                action alleging fraud by that person.''.
                    (B) Money penalties in civil actions.--Section 
                42(e)(2) of the Investment Company Act of 1940 (15 
                U.S.C. 80a-41(e)(2)) is amended by adding at the end 
                the following:
                    ``(D) Fourth tier.--Notwithstanding subparagraphs 
                (A), (B), and (C), the maximum amount of penalty for 
                each such violation shall be 3 times the otherwise 
                applicable amount in such subparagraphs if, within the 
                5-year period preceding such violation, the defendant 
                was criminally convicted for securities fraud or became 
                subject to a judgment or order imposing monetary, 
                equitable, or administrative relief in any Commission 
                action alleging fraud by that defendant.''.
            (4) Investment advisers act of 1940.--
                    (A) Money penalties in administrative actions.--
                Section 203(i)(2) of the Investment Advisers Act of 
                1940 (15 U.S.C. 80b-3(i)(2)) is amended by adding at 
                the end the following:
                    ``(D) Fourth tier.--Notwithstanding subparagraphs 
                (A), (B), and (C), the maximum amount of penalty for 
                each such act or omission shall be 3 times the 
                otherwise applicable amount in such subparagraphs if, 
                within the 5-year period preceding such act or 
                omission, the person who committed the act or omission 
                was criminally convicted for securities fraud or became 
                subject to a judgment or order imposing monetary, 
                equitable, or administrative relief in any Commission 
                action alleging fraud by that person.''.
                    (B) Money penalties in civil actions.--Section 
                209(e)(2) of the Investment Advisers Act of 1940 (15 
                U.S.C. 80b-9(e)(2)) is amended by adding at the end the 
                following:
                    ``(D) Fourth tier.--Notwithstanding subparagraphs 
                (A), (B), and (C), the maximum amount of penalty for 
                each such violation shall be 3 times the otherwise 
                applicable amount in such subparagraphs if, within the 
                5-year period preceding such violation, the defendant 
                was criminally convicted for securities fraud or became 
                subject to a judgment or order imposing monetary, 
                equitable, or administrative relief in any Commission 
                action alleging fraud by that defendant.''.
    (c) Violations of Injunctions and Bars.--
            (1) Securities act of 1933.--Section 20(d) of the 
        Securities Act of 1933 (15 U.S.C. 77t(d)) is amended--
                    (A) in paragraph (1), by inserting after ``the 
                rules or regulations thereunder,'' the following: ``a 
                Federal court injunction or a bar obtained or entered 
                by the Commission under this title,''; and
                    (B) by striking paragraph (4) and inserting the 
                following:
            ``(4) Special provisions relating to a violation of an 
        injunction or certain orders.--
                    ``(A) In general.--Each separate violation of an 
                injunction or order described in subparagraph (B) shall 
                be a separate offense, except that in the case of a 
                violation through a continuing failure to comply with 
                such injunction or order, each day of the failure to 
                comply with the injunction or order shall be deemed a 
                separate offense.
                    ``(B) Injunctions and orders.--Subparagraph (A) 
                shall apply with respect to any action to enforce--
                            ``(i) a Federal court injunction obtained 
                        pursuant to this title;
                            ``(ii) an order entered or obtained by the 
                        Commission pursuant to this title that bars, 
                        suspends, places limitations on the activities 
                        or functions of, or prohibits the activities 
                        of, a person; or
                            ``(iii) a cease-and-desist order entered by 
                        the Commission pursuant to section 8A.''.
            (2) Securities exchange act of 1934.--Section 21(d)(3) of 
        the Securities Exchange Act of 1934 (15 U.S.C. 78u(d)(3)) is 
        amended--
                    (A) in subparagraph (A), by inserting after ``the 
                rules or regulations thereunder,'' the following: ``a 
                Federal court injunction or a bar obtained or entered 
                by the Commission under this title,''; and
                    (B) by striking subparagraph (D) and inserting the 
                following:
            ``(D) Special provisions relating to a violation of an 
        injunction or certain orders.--
                    ``(i) In general.--Each separate violation of an 
                injunction or order described in clause (ii) shall be a 
                separate offense, except that in the case of a 
                violation through a continuing failure to comply with 
                such injunction or order, each day of the failure to 
                comply with the injunction or order shall be deemed a 
                separate offense.
                    ``(ii) Injunctions and orders.--Clause (i) shall 
                apply with respect to an action to enforce--
                            ``(I) a Federal court injunction obtained 
                        pursuant to this title;
                            ``(II) an order entered or obtained by the 
                        Commission pursuant to this title that bars, 
                        suspends, places limitations on the activities 
                        or functions of, or prohibits the activities 
                        of, a person; or
                            ``(III) a cease-and-desist order entered by 
                        the Commission pursuant to section 21C.''.
            (3) Investment company act of 1940.--Section 42(e) of the 
        Investment Company Act of 1940 (15 U.S.C. 80a-41(e)) is 
        amended--
                    (A) in paragraph (1), by inserting after ``the 
                rules or regulations thereunder,'' the following: ``a 
                Federal court injunction or a bar obtained or entered 
                by the Commission under this title,''; and
                    (B) by striking paragraph (4) and inserting the 
                following:
            ``(4) Special provisions relating to a violation of an 
        injunction or certain orders.--
                    ``(A) In general.--Each separate violation of an 
                injunction or order described in subparagraph (B) shall 
                be a separate offense, except that in the case of a 
                violation through a continuing failure to comply with 
                such injunction or order, each day of the failure to 
                comply with the injunction or order shall be deemed a 
                separate offense.
                    ``(B) Injunctions and orders.--Subparagraph (A) 
                shall apply with respect to any action to enforce--
                            ``(i) a Federal court injunction obtained 
                        pursuant to this title;
                            ``(ii) an order entered or obtained by the 
                        Commission pursuant to this title that bars, 
                        suspends, places limitations on the activities 
                        or functions of, or prohibits the activities 
                        of, a person; or
                            ``(iii) a cease-and-desist order entered by 
                        the Commission pursuant to section 9(f).''.
            (4) Investment advisers act of 1940.--Section 209(e) of the 
        Investment Advisers Act of 1940 (15 U.S.C. 80b-9(e)) is 
        amended--
                    (A) in paragraph (1), by inserting after ``the 
                rules or regulations thereunder,'' the following: ``a 
                Federal court injunction or a bar obtained or entered 
                by the Commission under this title,''; and
                    (B) by striking paragraph (4) and inserting the 
                following:
            ``(4) Special provisions relating to a violation of an 
        injunction or certain orders.--
                    ``(A) In general.--Each separate violation of an 
                injunction or order described in subparagraph (B) shall 
                be a separate offense, except that in the case of a 
                violation through a continuing failure to comply with 
                such injunction or order, each day of the failure to 
                comply with the injunction or order shall be deemed a 
                separate offense.
                    ``(B) Injunctions and orders.--Subparagraph (A) 
                shall apply with respect to any action to enforce--
                            ``(i) a Federal court injunction obtained 
                        pursuant to this title;
                            ``(ii) an order entered or obtained by the 
                        Commission pursuant to this title that bars, 
                        suspends, places limitations on the activities 
                        or functions of, or prohibits the activities 
                        of, a person; or
                            ``(iii) a cease-and-desist order entered by 
                        the Commission pursuant to section 203(k).''.
    (d) Effective Date.--The amendments made by this section shall 
apply with respect to conduct that occurs after the date of the 
enactment of this Act.

SEC. 802. UPDATED CIVIL MONEY PENALTIES OF PUBLIC COMPANY ACCOUNTING 
              OVERSIGHT BOARD.

    (a) In General.--Section 105(c)(4)(D) of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7215(c)(4)(D)) is amended--
            (1) in clause (i)--
                    (A) by striking ``$100,000'' and inserting 
                ``$200,000''; and
                    (B) by striking ``$2,000,000'' and inserting 
                ``$4,000,000''; and
            (2) in clause (ii)--
                    (A) by striking ``$750,000'' and inserting 
                ``$1,000,000''; and
                    (B) by striking ``$15,000,000'' and inserting 
                ``$20,000,000''.
    (b) Effective Date.--The amendments made by this section shall 
apply with respect to conduct that occurs after the date of the 
enactment of this Act.

SEC. 803. UPDATED CIVIL MONEY PENALTY FOR CONTROLLING PERSONS IN 
              CONNECTION WITH INSIDER TRADING.

    (a) In General.--Section 21A(a)(3) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78u-1(a)(3)) is amended by striking ``$1,000,000'' 
and inserting ``$2,000,000''.
    (b) Effective Date.--The amendment made by this section shall apply 
with respect to conduct that occurs after the date of the enactment of 
this Act.

SEC. 804. UPDATE OF CERTAIN OTHER PENALTIES.

    (a) In General.--Section 32 of the Securities Exchange Act of 1934 
(15 U.S.C. 78ff) is amended--
            (1) in subsection (a), by striking ``$5,000,000'' and 
        inserting ``$7,000,000''; and
            (2) in subsection (c)--
                    (A) in paragraph (1)--
                            (i) in subparagraph (A), by striking 
                        ``$2,000,000'' and inserting ``$4,000,000''; 
                        and
                            (ii) in subparagraph (B), by striking 
                        ``$10,000'' and inserting ``$50,000''; and
                    (B) in paragraph (2)--
                            (i) in subparagraph (A), by striking 
                        ``$100,000'' and inserting ``$250,000''; and
                            (ii) in subparagraph (B), by striking 
                        ``$10,000'' and inserting ``$50,000''.
    (b) Effective Date.--The amendments made by this section shall 
apply with respect to conduct that occurs after the date of the 
enactment of this Act.

SEC. 805. MONETARY SANCTIONS TO BE USED FOR THE RELIEF OF VICTIMS.

    (a) In General.--Section 308(a) of the Sarbanes-Oxley Act of 2002 
(15 U.S.C. 7246(a)) is amended to read as follows:
    ``(a) Monetary Sanctions to Be Used for the Relief of Victims.--If, 
in any judicial or administrative action brought by the Commission 
under the securities laws, the Commission obtains a monetary sanction 
(as defined in section 21F(a) of the Securities Exchange Act of 1934) 
against any person for a violation of such laws, or such person agrees, 
in settlement of any such action, to such monetary sanction, the amount 
of such monetary sanction shall, on the motion or at the direction of 
the Commission, be added to and become part of a disgorgement fund or 
other fund established for the benefit of the victims of such 
violation.''.
    (b) Monetary Sanction Defined.--Section 21F(a)(4)(A) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78u-6(a)(4)(A)) is amended 
by striking ``ordered'' and inserting ``required''.
    (c) Effective Date.--The amendments made by this section apply with 
respect to any monetary sanction ordered or required to be paid before 
or after the date of enactment of this Act.

SEC. 806. GAO REPORT ON USE OF CIVIL MONEY PENALTY AUTHORITY BY 
              COMMISSION.

    (a) In General.--Not later than 2 years after the date of the 
enactment of this Act, the Comptroller General of the United States 
shall submit to the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and Urban 
Affairs of the Senate a report on the use by the Commission of the 
authority to impose or obtain civil money penalties for violations of 
the securities laws during the period beginning on June 1, 2010, and 
ending on the date of the enactment of this Act.
    (b) Matters Required to Be Included.--The matters covered by the 
report required by subsection (a) shall include the following:
            (1) The types of violations for which civil money penalties 
        were imposed or obtained.
            (2) The types of persons on whom civil money penalties were 
        imposed or from whom such penalties were obtained.
            (3) The number and dollar amount of civil money penalties 
        imposed or obtained, disaggregated as follows:
                    (A) Penalties imposed in administrative actions and 
                penalties obtained in judicial actions.
                    (B) Penalties imposed on or obtained from issuers 
                (individual and aggregate filers) and penalties imposed 
                on or obtained from other persons.
                    (C) Penalties permitted to be retained for use by 
                the Commission and penalties deposited in the general 
                fund of the Treasury of the United States.
            (4) For penalties imposed on or obtained from issuers:
                    (A) Whether the violations involved resulted in 
                direct economic benefit to the issuers.
                    (B) The impact of the penalties on the shareholders 
                of the issuers.
    (c) Definitions.--In this section, the terms ``Commission'', 
``issuer'', and ``securities laws'' have the meanings given such terms 
in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)).

               Subtitle B--FIRREA Penalties Modernization

SECTION 811. INCREASE OF CIVIL AND CRIMINAL PENALTIES ORIGINALLY 
              ESTABLISHED IN THE FINANCIAL INSTITUTIONS REFORM, 
              RECOVERY, AND ENFORCEMENT ACT OF 1989.

    (a) Amendments to FIRREA.-- Section 951(b) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
1833a(b)) is amended--
            (1) in paragraph (1), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
            (2) in paragraph (2), by striking ``$1,000,000 per day or 
        $5,000,000'' and inserting ``$1,500,000 per day or 
        $7,500,000''.
    (b) Amendments to the Home Owners' Loan Act.--The Home Owners' Loan 
Act (12 U.S.C. 1461 et seq.) is amended--
            (1) in section 5(v)(6), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
            (2) in section 10--
                    (A) in subsection (r)(3), by striking 
                ``$1,000,000'' and inserting ``$1,500,000''; and
                    (B) in subsection (i)(1)(B), by striking 
                ``$1,000,000'' and inserting ``$1,500,000''.
    (c) Amendments to the Federal Deposit Insurance Act.--The Federal 
Deposit Insurance Act (12 U.S.C. 1811 et seq.) is amended--
            (1) in section 7--
                    (A) in subsection (a)(1), by striking 
                ``$1,000,000'' and inserting ``$1,500,000''; and
                    (B) in subsection (j)(16)(D), by striking 
                ``$1,000,000'' each place such term appears and 
                inserting ``$1,500,000'';
            (2) in section 8--
                    (A) in subsection (i)(2)(D), by striking 
                ``$1,000,000'' each place such term appears and 
                inserting ``$1,500,000''; and
                    (B) in subsection (j), by striking ``$1,000,000'' 
                and inserting ``$1,500,000''; and
            (3) in section 19(b), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''.
    (d) Amendments to the Federal Credit Union Act.--The Federal Credit 
Union Act (12 U.S.C. 1751 et seq.) is amended--
            (1) in section 202(a)(3), by striking ``$1,000,000'' and 
        inserting ``$1,500,000'';
            (2) in section 205(d)(3), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
            (3) in section 206--
                    (A) in subsection (k)(2)(D), by striking 
                ``$1,000,000'' each place such term appears and 
                inserting ``$1,500,000''; and
                    (B) in subsection (l), by striking ``$1,000,000'' 
                and inserting ``$1,500,000''.
    (e) Amendments to the Revised Statutes of the United States.--Title 
LXII of the Revised Statutes of the United States is amended--
            (1) in section 5213(c), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
            (2) in section 5239(b)(4), by striking ``$1,000,000'' each 
        place such term appears and inserting ``$1,500,000''.
    (f) Amendments to the Federal Reserve Act.--The Federal Reserve Act 
(12 U.S.C. 221 et seq.) is amended--
            (1) in the 6th undesignated paragraph of section 9, by 
        striking ``$1,000,000'' and inserting ``$1,500,000'';
            (2) in section 19(l)(4), by striking ``$1,000,000'' each 
        place such term appears and inserting ``$1,500,000''; and
            (3) in section 29(d), by striking ``$1,000,000'' each place 
        such term appears and inserting ``$1,500,000''.
    (g) Amendments to the Bank Holding Company Act Amendments of 
1970.--Section 106(b)(2)(F)(iv) of the Bank Holding Company Act 
Amendments of 1970 (12 U.S.C. 1978(b)(2)(F)(iv)) is amended by striking 
``$1,000,000'' each place such term appears and inserting 
``$1,500,000''.
    (h) Amendments to the Bank Holding Company Act of 1956.--Section 8 
of the Bank Holding Company Act of 1956 (12 U.S.C. 1847) is amended--
            (1) in subsection (a)(2), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
            (2) in subsection (d)(3), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''.
    (i) Amendments to Title 18, United States Code.--Title 18, United 
States Code, is amended--
            (1) in section 215(a) of chapter 11, by striking 
        ``$1,000,000'' and inserting ``$1,500,000'';
            (2) in chapter 31--
                    (A) in section 656, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''; and
                    (B) in section 657, by striking ``$1,000,000'' and 
                inserting ``$1,500,000'';
            (3) in chapter 47--
                    (A) in section 1005, by striking ``$1,000,000'' and 
                inserting ``$1,500,000'';
                    (B) in section 1006, by striking ``$1,000,000'' and 
                inserting ``$1,500,000'';
                    (C) in section 1007, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''; and
                    (D) in section 1014, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''; and
            (4) in chapter 63--
                    (A) in section 1341, by striking ``$1,000,000'' and 
                inserting ``$1,500,000'';
                    (B) in section 1343, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''; and
                    (C) in section 1344, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''.

       TITLE IX--REPEAL OF THE VOLCKER RULE AND OTHER PROVISIONS

SEC. 901. REPEALS.

    (a) In General.--The following sections of title VI of the Dodd-
Frank Wall Street Reform and Consumer Protection Act are repealed, and 
the provisions of law amended or repealed by such sections are restored 
or revived as if such sections had not been enacted:
            (1) Section 603.
            (2) Section 618.
            (3) Section 619.
            (4) Section 620.
            (5) Section 621.
    (b) Clerical Amendment.--The table of contents under section 1(b) 
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is 
amended by striking the items relating to sections 603, 618, 619, 620, 
and 621.

TITLE X--UNLEASHING OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS, AND 
             JOB CREATORS BY FACILITATING CAPITAL FORMATION

Subtitle A--Small Business Mergers, Acquisitions, Sales, and Brokerage 
                             Simplification

SEC. 1001. 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).
                            ``(iii) Engages on behalf of any party in a 
                        transaction involving a public shell company.
                    ``(C) Disqualifications.--An M&A broker is not 
                exempt from registration under this paragraph if such 
                broker is subject to--
                            ``(i) suspension or revocation of 
                        registration under paragraph (4);
                            ``(ii) a statutory disqualification 
                        described in section 3(a)(39);
                            ``(iii) a disqualification under the rules 
                        adopted by the Commission under section 926 of 
                        the Investor Protection and Securities Reform 
                        Act of 2010 (15 U.S.C. 77d note); or
                            ``(iv) a final order described in paragraph 
                        (4)(H).
                    ``(D) 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.
                    ``(E) 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 privately held 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 
                                fiscal year-end financial statements of 
                                the issuer of the securities as 
                                customarily prepared by the management 
                                of the issuer in the normal course of 
                                operations and, if the financial 
                                statements of the issuer are audited, 
                                reviewed, or compiled, any related 
                                statement by the independent 
                                accountant, 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.
                            ``(iv) Public shell company.--The term 
                        `public shell company' is a company that at the 
                        time of a transaction with an eligible 
                        privately held company--
                                    ``(I) has any class of securities 
                                registered, or required to be 
                                registered, with the Commission under 
                                section 12 or that is required to file 
                                reports pursuant to subsection (d);
                                    ``(II) has no or nominal 
                                operations; and
                                    ``(III) has--
                                            ``(aa) no or nominal 
                                        assets;
                                            ``(bb) assets consisting 
                                        solely of cash and cash 
                                        equivalents; or
                                            ``(cc) assets consisting of 
                                        any amount of cash and cash 
                                        equivalents and nominal other 
                                        assets.
                    ``(F) Inflation adjustment.--
                            ``(i) In general.--On the date that is 5 
                        years after the date of the enactment of this 
                        paragraph, and every 5 years thereafter, each 
                        dollar amount in subparagraph (E)(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. 1002. EFFECTIVE DATE.

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

               Subtitle B--Encouraging Employee Ownership

SEC. 1006. 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.

          Subtitle C--Small Company Disclosure Simplification

SEC. 1011. 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 3, 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. 1012. ANALYSIS BY THE SEC.

    The Commission shall conduct an analysis of the costs and benefits 
to issuers described in section 1011(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. 1013. 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 1012; 
        and
            (5) any additional information the Commission considers 
        relevant for increasing transparency, decreasing costs, and 
        increasing efficiency of regulatory filings with the 
        Commission.

SEC. 1014. DEFINITIONS.

    As used in this subtitle, 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).

   Subtitle D--Securities and Exchange Commission Overpayment Credit

SEC. 1016. REFUNDING OR CREDITING OVERPAYMENT OF SECTION 31 FEES.

    (a) In General.--Section 31 of the Securities Exchange Act of 1934 
(15 U.S.C. 78ee) is amended by adding at the end the following:
    ``(n) Overpayment.--If a national securities exchange or national 
securities association pays to the Commission an amount in excess of 
fees and assessments due under this section and informs the Commission 
of such amount paid in excess within 10 years of the date of the 
payment, the Commission shall offset future fees and assessments due by 
such exchange or association in an amount equal to such excess 
amount.''.
    (b) Applicability.--The amendment made by this section shall apply 
to any fees and assessments paid before, on, or after the date of 
enactment of this section.

             Subtitle E--Fair Access to Investment Research

SEC. 1021. SAFE HARBOR FOR INVESTMENT FUND RESEARCH.

    (a) Expansion of the Safe Harbor.--Not later than the end of the 
45-day period beginning on the date of enactment of this Act, the 
Securities and Exchange Commission shall propose, and not later than 
the end of the 180-day period beginning on such date, the Commission 
shall adopt, upon such terms, conditions, or requirements as the 
Commission may determine necessary or appropriate in the public 
interest, for the protection of investors, and for the promotion of 
capital formation, revisions to section 230.139 of title 17, Code of 
Federal Regulations, to provide that a covered investment fund research 
report that is published or distributed by a broker or dealer--
            (1) shall be deemed, for purposes of sections 2(a)(10) and 
        5(c) of the Securities Act of 1933 (15 U.S.C. 77b(a)(10), 
        77e(c)), not to constitute an offer for sale or an offer to 
        sell a security that is the subject of an offering pursuant to 
        a registration statement that is effective, even if the broker 
        or dealer is participating or will participate in the 
        registered offering of the covered investment fund's 
        securities; and
            (2) shall be deemed to satisfy the conditions of subsection 
        (a)(1) or (a)(2) of section 230.139 of title 17, Code of 
        Federal Regulations, or any successor provisions, for purposes 
        of the Commission's rules and regulations under the Federal 
        securities laws and the rules of any self-regulatory 
        organization.
    (b) Implementation of Safe Harbor.--In implementing the safe harbor 
pursuant to subsection (a), the Commission shall--
            (1) not, in the case of a covered investment fund with a 
        class of securities in substantially continuous distribution, 
        condition the safe harbor on whether the broker's or dealer's 
        publication or distribution of a covered investment fund 
        research report constitutes such broker's or dealer's 
        initiation or reinitiation of research coverage on such covered 
        investment fund or its securities;
            (2) not--
                    (A) require the covered investment fund to have 
                been registered as an investment company under the 
                Investment Company Act of 1940 (15 U.S.C. 80a-1 et 
                seq.) or subject to the reporting requirements of 
                section 13 or 15(d) of the Securities Exchange Act of 
                1934 (15 U.S.C. 78m, 78o(d)) for any period exceeding 
                the period of time referenced under paragraph 
                (a)(1)(i)(A)(1) of section 230.139 of title 17, Code of 
                Federal Regulations; or
                    (B) impose a minimum float provision exceeding that 
                referenced in paragraph (a)(1)(i)(A)(1)(i) of section 
                230.139 of title 17, Code of Federal Regulations;
            (3) provide that a self-regulatory organization may not 
        maintain or enforce any rule that would--
                    (A) prohibit the ability of a member to publish or 
                distribute a covered investment fund research report 
                solely because the member is also participating in a 
                registered offering or other distribution of any 
                securities of such covered investment fund; or
                    (B) prohibit the ability of a member to participate 
                in a registered offering or other distribution of 
                securities of a covered investment fund solely because 
                the member has published or distributed a covered 
                investment fund research report about such covered 
                investment fund or its securities; and
            (4) provide that a covered investment fund research report 
        shall not be subject to section 24(b) of the Investment Company 
        Act of 1940 (15 U.S.C. 80a-24(b)) or the rules and regulations 
        thereunder, except that such report may still be subject to 
        such section and the rules and regulations thereunder to the 
        extent that it is otherwise not subject to the content 
        standards in the rules of any self-regulatory organization 
        related to research reports, including those contained in the 
        rules governing communications with the public regarding 
        investment companies or substantially similar standards.
    (c) Rules of Construction.--Nothing in this Act shall be construed 
as in any way limiting--
            (1) the applicability of the antifraud or antimanipulation 
        provisions of the Federal securities laws and rules adopted 
        thereunder to a covered investment fund research report, 
        including section 17 of the Securities Act of 1933 (15 U.S.C. 
        77q), section 34(b) of the Investment Company Act of 1940 (15 
        U.S.C. 80a-33), and sections 9 and 10 of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78i, 78j); or
            (2) the authority of any self-regulatory organization to 
        examine or supervise a member's practices in connection with 
        such member's publication or distribution of a covered 
        investment fund research report for compliance with applicable 
        provisions of the Federal securities laws or self-regulatory 
        organization rules related to research reports, including those 
        contained in rules governing communications with the public.
    (d) Interim Effectiveness of Safe Harbor.--
            (1) In general.--From and after the 180-day period 
        beginning on the date of enactment of this Act, if the 
        Commission has not adopted revisions to section 230.139 of 
        title 17, Code of Federal Regulations, as required by 
        subsection (a), and until such time as the Commission has done 
        so, a broker or dealer distributing or publishing a covered 
        investment fund research report after such date shall be able 
        to rely on the provisions of section 230.139 of title 17, Code 
        of Federal Regulations, and the broker or dealer's publication 
        of such report shall be deemed to satisfy the conditions of 
        subsection (a)(1) or (a)(2) of section 230.139 of title 17, 
        Code of Federal Regulations, if the covered investment fund 
        that is the subject of such report satisfies the reporting 
        history requirements (without regard to Form S-3 or Form F-3 
        eligibility) and minimum float provisions of such subsections 
        for purposes of the Commission's rules and regulations under 
        the Federal securities laws and the rules of any self-
        regulatory organization, as if revised and implemented in 
        accordance with subsections (a) and (b).
            (2) Status of covered investment fund.--After such period 
        and until the Commission has adopted revisions to section 
        230.139 and FINRA has revised rule 2210, for purposes of 
        subsection (c)(7)(O) of such rule, a covered investment fund 
        shall be deemed to be a security that is listed on a national 
        securities exchange and that is not subject to section 24(b) of 
        the Investment Company Act of 1940 (15 U.S.C. 80a-24(b)). 
        Communications concerning only covered investment funds that 
        fall within the scope of such section shall not be required to 
        be filed with FINRA.
    (e) Definitions.--For purposes of this section:
            (1) The term ``covered investment fund research report'' 
        means a research report published or distributed by a broker or 
        dealer about a covered investment fund or any securities issued 
        by the covered investment fund, but not including a research 
        report to the extent that it is published or distributed by the 
        covered investment fund or any affiliate of the covered 
        investment fund.
            (2) The term ``covered investment fund'' means--
                    (A) an investment company registered under, or that 
                has filed an election to be treated as a business 
                development company under, the Investment Company Act 
                of 1940 and that has filed a registration statement 
                under the Securities Act of 1933 for the public 
                offering of a class of its securities, which 
                registration statement has been declared effective by 
                the Commission; and
                    (B) a trust or other person--
                            (i) issuing securities in an offering 
                        registered under the Securities Act of 1933 and 
                        which class of securities is listed for trading 
                        on a national securities exchange;
                            (ii) the assets of which consist primarily 
                        of commodities, currencies, or derivative 
                        instruments that reference commodities or 
                        currencies, or interests in the foregoing; and
                            (iii) that provides in its registration 
                        statement under the Securities Act of 1933 that 
                        a class of its securities are purchased or 
                        redeemed, subject to conditions or limitations, 
                        for a ratable share of its assets.
            (3) The term ``FINRA'' means the Financial Industry 
        Regulatory Authority.
            (4) The term ``research report'' has the meaning given that 
        term under section 2(a)(3) of the Securities Act of 1933 (15 
        U.S.C. 77b(a)(3)), except that such term shall not include an 
        oral communication.
            (5) The term ``self-regulatory organization'' has the 
        meaning given to that term under section 3(a)(26) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26)).

               Subtitle F--Accelerating Access to Capital

SEC. 1026. EXPANDED ELIGIBILITY FOR USE OF FORM S-3.

    Not later than 45 days after the date of the enactment of this Act, 
the Securities and Exchange Commission shall revise Form S-3--
            (1) so as to permit securities to be registered pursuant to 
        General Instruction I.B.1. of such form provided that either--
                    (A) the aggregate market value of the voting and 
                non-voting common equity held by non-affiliates of the 
                registrant is $75,000,000 or more; or
                    (B) the registrant has at least one class of common 
                equity securities listed and registered on a national 
                securities exchange; and
            (2) so as to remove the requirement of paragraph (c) from 
        General Instruction I.B.6. of such form.

                Subtitle G--SEC Small Business Advocate

SEC. 1031. ESTABLISHMENT OF OFFICE OF THE ADVOCATE FOR SMALL BUSINESS 
              CAPITAL FORMATION AND SMALL BUSINESS CAPITAL FORMATION 
              ADVISORY COMMITTEE.

    (a) Office of the Advocate for Small Business Capital Formation.--
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d), as 
amended by title VI, is further amended by adding at the end the 
following:
    ``(k) Office of the Advocate for Small Business Capital 
Formation.--
            ``(1) Office established.--There is established within the 
        Commission the Office of the Advocate for Small Business 
        Capital Formation (hereafter in this subsection referred to as 
        the `Office').
            ``(2) Advocate for small business capital formation.--
                    ``(A) In general.--The head of the Office shall be 
                the Advocate for Small Business Capital Formation, who 
                shall--
                            ``(i) report directly to the Commission; 
                        and
                            ``(ii) be appointed by the Commission, from 
                        among individuals having experience in 
                        advocating for the interests of small 
                        businesses and encouraging small business 
                        capital formation.
                    ``(B) Compensation.--The annual rate of pay for the 
                Advocate for Small Business Capital Formation shall be 
                equal to the highest rate of annual pay for other 
                senior executives who report directly to the 
                Commission.
                    ``(C) No current employee of the commission.--An 
                individual may not be appointed as the Advocate for 
                Small Business Capital Formation if the individual is 
                currently employed by the Commission.
            ``(3) Staff of office.--The Advocate for Small Business 
        Capital Formation, after consultation with the Commission, may 
        retain or employ independent counsel, research staff, and 
        service staff, as the Advocate for Small Business Capital 
        Formation determines to be necessary to carry out the functions 
        of the Office.
            ``(4) Functions of the advocate for small business capital 
        formation.--The Advocate for Small Business Capital Formation 
        shall--
                    ``(A) assist small businesses and small business 
                investors in resolving significant problems such 
                businesses and investors may have with the Commission 
                or with self-regulatory organizations;
                    ``(B) identify areas in which small businesses and 
                small business investors would benefit from changes in 
                the regulations of the Commission or the rules of self-
                regulatory organizations;
                    ``(C) identify problems that small businesses have 
                with securing access to capital, including any unique 
                challenges to minority-owned and women-owned small 
                businesses;
                    ``(D) analyze the potential impact on small 
                businesses and small business investors of--
                            ``(i) proposed regulations of the 
                        Commission that are likely to have a 
                        significant economic impact on small businesses 
                        and small business capital formation; and
                            ``(ii) proposed rules that are likely to 
                        have a significant economic impact on small 
                        businesses and small business capital formation 
                        of self-regulatory organizations registered 
                        under this title;
                    ``(E) conduct outreach to small businesses and 
                small business investors, including through regional 
                roundtables, in order to solicit views on relevant 
                capital formation issues;
                    ``(F) to the extent practicable, propose to the 
                Commission changes in the regulations or orders of the 
                Commission and to Congress any legislative, 
                administrative, or personnel changes that may be 
                appropriate to mitigate problems identified under this 
                paragraph and to promote the interests of small 
                businesses and small business investors;
                    ``(G) consult with the Investor Advocate on 
                proposed recommendations made under subparagraph (F); 
                and
                    ``(H) advise the Investor Advocate on issues 
                related to small businesses and small business 
                investors.
            ``(5) Access to documents.--The Commission shall ensure 
        that the Advocate for Small Business Capital Formation has full 
        access to the documents and information of the Commission and 
        any self-regulatory organization, as necessary to carry out the 
        functions of the Office.
            ``(6) Annual report on activities.--
                    ``(A) In general.--Not later than December 31 of 
                each year after 2015, the Advocate for Small Business 
                Capital Formation shall submit to the Committee on 
                Banking, Housing, and Urban Affairs of the Senate and 
                the Committee on Financial Services of the House of 
                Representatives a report on the activities of the 
                Advocate for Small Business Capital Formation during 
                the immediately preceding fiscal year.
                    ``(B) Contents.--Each report required under 
                subparagraph (A) shall include--
                            ``(i) appropriate statistical information 
                        and full and substantive analysis;
                            ``(ii) information on steps that the 
                        Advocate for Small Business Capital Formation 
                        has taken during the reporting period to 
                        improve small business services and the 
                        responsiveness of the Commission and self-
                        regulatory organizations to small business and 
                        small business investor concerns;
                            ``(iii) a summary of the most serious 
                        issues encountered by small businesses and 
                        small business investors, including any unique 
                        issues encountered by minority-owned and women-
                        owned small businesses and their investors, 
                        during the reporting period;
                            ``(iv) an inventory of the items summarized 
                        under clause (iii) (including items summarized 
                        under such clause for any prior reporting 
                        period on which no action has been taken or 
                        that have not been resolved to the satisfaction 
                        of the Advocate for Small Business Capital 
                        Formation as of the beginning of the reporting 
                        period covered by the report) that includes--
                                    ``(I) identification of any action 
                                taken by the Commission or the self-
                                regulatory organization and the result 
                                of such action;
                                    ``(II) the length of time that each 
                                item has remained on such inventory; 
                                and
                                    ``(III) for items on which no 
                                action has been taken, the reasons for 
                                inaction, and an identification of any 
                                official who is responsible for such 
                                action;
                            ``(v) recommendations for such changes to 
                        the regulations, guidance and orders of the 
                        Commission and such legislative actions as may 
                        be appropriate to resolve problems with the 
                        Commission and self-regulatory organizations 
                        encountered by small businesses and small 
                        business investors and to encourage small 
                        business capital formation; and
                            ``(vi) any other information, as determined 
                        appropriate by the Advocate for Small Business 
                        Capital Formation.
                    ``(C) Confidentiality.--No report required by 
                subparagraph (A) may contain confidential information.
                    ``(D) Independence.--Each report required under 
                subparagraph (A) shall be provided directly to the 
                committees of Congress listed in such subparagraph 
                without any prior review or comment from the 
                Commission, any commissioner, any other officer or 
                employee of the Commission, or the Office of Management 
                and Budget.
            ``(7) Regulations.--The Commission shall establish 
        procedures requiring a formal response to all recommendations 
        submitted to the Commission by the Advocate for Small Business 
        Capital Formation, not later than 3 months after the date of 
        such submission.
            ``(8) Government-business forum on small business capital 
        formation.--The Advocate for Small Business Capital Formation 
        shall be responsible for planning, organizing, and executing 
        the annual Government-Business Forum on Small Business Capital 
        Formation described in section 503 of the Small Business 
        Investment Incentive Act of 1980 (15 U.S.C. 80c-1).
            ``(9) Rule of construction.--Nothing in this subsection may 
        be construed as replacing or reducing the responsibilities of 
        the Investor Advocate with respect to small business 
        investors.''.
    (b) Small Business Capital Formation Advisory Committee.--The 
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by 
inserting after section 39 the following:

``SEC. 40. SMALL BUSINESS CAPITAL FORMATION ADVISORY COMMITTEE.

    ``(a) Establishment and Purpose.--
            ``(1) Establishment.--There is established within the 
        Commission the Small Business Capital Formation Advisory 
        Committee (hereafter in this section referred to as the 
        `Committee').
            ``(2) Functions.--
                    ``(A) In general.--The Committee shall provide the 
                Commission with advice on the Commission's rules, 
                regulations, and policies with regard to the 
                Commission's mission of protecting investors, 
                maintaining fair, orderly, and efficient markets, and 
                facilitating capital formation, as such rules, 
                regulations, and policies relate to--
                            ``(i) capital raising by emerging, 
                        privately held small businesses (`emerging 
                        companies') and publicly traded companies with 
                        less than $250,000,000 in public market 
                        capitalization (`smaller public companies') 
                        through securities offerings, including private 
                        and limited offerings and initial and other 
                        public offerings;
                            ``(ii) trading in the securities of 
                        emerging companies and smaller public 
                        companies; and
                            ``(iii) public reporting and corporate 
                        governance requirements of emerging companies 
                        and smaller public companies.
                    ``(B) Limitation.--The Committee shall not provide 
                any advice with respect to any policies, practices, 
                actions, or decisions concerning the Commission's 
                enforcement program.
    ``(b) Membership.--
            ``(1) In general.--The members of the Committee shall be--
                    ``(A) the Advocate for Small Business Capital 
                Formation;
                    ``(B) not fewer than 10, and not more than 20, 
                members appointed by the Commission, from among 
                individuals--
                            ``(i) who represent--
                                    ``(I) emerging companies engaging 
                                in private and limited securities 
                                offerings or considering initial public 
                                offerings (`IPO') (including the 
                                companies' officers and directors);
                                    ``(II) the professional advisors of 
                                such companies (including attorneys, 
                                accountants, investment bankers, and 
                                financial advisors); and
                                    ``(III) the investors in such 
                                companies (including angel investors, 
                                venture capital funds, and family 
                                offices);
                            ``(ii) who are officers or directors of 
                        minority-owned small businesses and women-owned 
                        small businesses;
                            ``(iii) who represent--
                                    ``(I) smaller public companies 
                                (including the companies' officers and 
                                directors);
                                    ``(II) the professional advisors of 
                                such companies (including attorneys, 
                                auditors, underwriters, and financial 
                                advisors); and
                                    ``(III) the pre-IPO and post-IPO 
                                investors in such companies (both 
                                institutional, such as venture capital 
                                funds, and individual, such as angel 
                                investors); and
                            ``(iv) who represent participants in the 
                        marketplace for the securities of emerging 
                        companies and smaller public companies, such as 
                        securities exchanges, alternative trading 
                        systems, analysts, information processors, and 
                        transfer agents; and
                    ``(C) 3 non-voting members--
                            ``(i) 1 of whom shall be appointed by the 
                        Investor Advocate;
                            ``(ii) 1 of whom shall be appointed by the 
                        North American Securities Administrators 
                        Association; and
                            ``(iii) 1 of whom shall be appointed by the 
                        Administrator of the Small Business 
                        Administration.
            ``(2) Term.--Each member of the Committee appointed under 
        subparagraph (B), (C)(ii), or (C)(iii) of paragraph (1) shall 
        serve for a term of 4 years.
            ``(3) Members not commission employees.--Members appointed 
        under subparagraph (B), (C)(ii), or (C)(iii) of paragraph (1) 
        shall not be treated as employees or agents of the Commission 
        solely because of membership on the Committee.
    ``(c) Chairman; Vice Chairman; Secretary; Assistant Secretary.--
            ``(1) In general.--The members of the Committee shall 
        elect, from among the members of the Committee--
                    ``(A) a chairman;
                    ``(B) a vice chairman;
                    ``(C) a secretary; and
                    ``(D) an assistant secretary.
            ``(2) Term.--Each member elected under paragraph (1) shall 
        serve for a term of 3 years in the capacity for which the 
        member was elected under paragraph (1).
    ``(d) Meetings.--
            ``(1) Frequency of meetings.--The Committee shall meet--
                    ``(A) not less frequently than four times annually, 
                at the call of the chairman of the Committee; and
                    ``(B) from time to time, at the call of the 
                Commission.
            ``(2) Notice.--The chairman of the Committee shall give the 
        members of the Committee written notice of each meeting, not 
        later than 2 weeks before the date of the meeting.
    ``(e) Compensation and Travel Expenses.--Each member of the 
Committee who is not a full-time employee of the United States shall--
            ``(1) be entitled to receive compensation at a rate not to 
        exceed the daily equivalent of the annual rate of basic pay in 
        effect for a position at level V of the Executive Schedule 
        under section 5316 of title 5, United States Code, for each day 
        during which the member is engaged in the actual performance of 
        the duties of the Committee; and
            ``(2) while away from the home or regular place of business 
        of the member in the performance of services for the Committee, 
        be allowed travel expenses, including per diem in lieu of 
        subsistence, in the same manner as persons employed 
        intermittently in the Government service are allowed expenses 
        under section 5703 of title 5, United States Code.
    ``(f) Staff.--The Commission shall make available to the Committee 
such staff as the chairman of the Committee determines are necessary to 
carry out this section.
    ``(g) Review by Commission.--The Commission shall--
            ``(1) review the findings and recommendations of the 
        Committee; and
            ``(2) each time the Committee submits a finding or 
        recommendation to the Commission, promptly issue a public 
        statement--
                    ``(A) assessing the finding or recommendation of 
                the Committee; and
                    ``(B) disclosing the action, if any, the Commission 
                intends to take with respect to the finding or 
                recommendation.''.
    (c) Annual Government-Business Forum on Small Business Capital 
Formation.--Section 503(a) of the Small Business Investment Incentive 
Act of 1980 (15 U.S.C. 80c-1(a)) is amended by inserting ``(acting 
through the Office of the Advocate for Small Business Capital Formation 
and in consultation with the Small Business Capital Formation Advisory 
Committee)'' after ``Securities and Exchange Commission''.

             Subtitle H--Small Business Credit Availability

SEC. 1036. BUSINESS DEVELOPMENT COMPANY OWNERSHIP OF SECURITIES OF 
              INVESTMENT ADVISERS AND CERTAIN FINANCIAL COMPANIES.

    (a) In General.--
            (1) In general.--Not later than 1 year after the date of 
        enactment of this Act, the Securities and Exchange Commission 
        shall promulgate regulations to codify the order in Investment 
        Company Act Release No. 30024, dated March 30, 2012. If the 
        Commission fails to complete the regulations as required by 
        this subsection, a business development company shall be 
        entitled to treat such regulations as having been completed in 
        accordance with the actions required to be taken by the 
        Commission until such time as such regulations are completed by 
        the Commission.
            (2) Rule of construction.--Nothing in this subsection shall 
        prevent the Commission from issuing rules to address potential 
        conflicts of interest between business development companies 
        and investment advisers.
    (b) Permissible Assets of an Eligible Portfolio Company.--Section 
55 of the Investment Company Act of 1940 (15 U.S.C. 80a-54) is amended 
by adding at the end the following:
    ``(c) Securities Deemed To Be Permissible Assets.--Notwithstanding 
subsection (a), securities that would be described in paragraphs (1) 
through (6) of such subsection except that the issuer is a company 
described in paragraph (2), (3), (4), (5), (6), or (9) of section 3(c) 
may be deemed to be assets described in paragraphs (1) through (6) of 
subsection (a) to the extent necessary for the sum of the assets to 
equal 70 percent of the value of a business development company's total 
assets (other than assets described in paragraph (7) of subsection 
(a)), provided that the aggregate value of such securities counting 
toward such 70 percent shall not exceed 20 percent of the value of the 
business development company's total assets.''.

SEC. 1037. EXPANDING ACCESS TO CAPITAL FOR BUSINESS DEVELOPMENT 
              COMPANIES.

    (a) In General.--Section 61(a) of the Investment Company Act of 
1940 (15 U.S.C. 80a-60(a)) is amended--
            (1) by redesignating paragraphs (2) through (4) as 
        paragraphs (3) through (5), respectively;
            (2) by striking paragraph (1) and inserting the following:
            ``(1) Except as provided in paragraph (2), the asset 
        coverage requirements of subparagraphs (A) and (B) of section 
        18(a)(1) (and any related rule promulgated under this Act) 
        applicable to business development companies shall be 200 
        percent.
            ``(2) The asset coverage requirements of subparagraphs (A) 
        and (B) of section 18(a)(1) and of subparagraphs (A) and (B) of 
        section 18(a)(2) (and any related rule promulgated under this 
        Act) applicable to a business development company shall be 150 
        percent if--
                    ``(A) within five business days of the approval of 
                the adoption of the asset coverage requirements 
                described in clause (ii), the business development 
                company discloses such approval and the date of its 
                effectiveness in a Form 8-K filed with the Commission 
                and in a notice on its website and discloses in its 
                periodic filings made under section 13 of the 
                Securities Exchange Act of 1934 (15 U.S.C. 78m)--
                            ``(i) the aggregate value of the senior 
                        securities issued by such company and the asset 
                        coverage percentage as of the date of such 
                        company's most recent financial statements; and
                            ``(ii) that such company has adopted the 
                        asset coverage requirements of this 
                        subparagraph and the effective date of such 
                        requirements;
                    ``(B) with respect to a business development 
                company that issues equity securities that are 
                registered on a national securities exchange, the 
                periodic filings of the company under section 13(a) of 
                the Securities Exchange Act of 1934 (15 U.S.C. 78m) 
                include disclosures reasonably designed to ensure that 
                shareholders are informed of--
                            ``(i) the amount of indebtedness and asset 
                        coverage ratio of the company, determined as of 
                        the date of the financial statements of the 
                        company dated on or most recently before the 
                        date of such filing; and
                            ``(ii) the principal risk factors 
                        associated with such indebtedness, to the 
                        extent such risk is incurred by the company; 
                        and
                    ``(C)(i) the application of this paragraph to the 
                company is approved by the required majority (as 
                defined in section 57(o)) of the directors of or 
                general partners of such company who are not interested 
                persons of the business development company, which 
                application shall become effective on the date that is 
                1 year after the date of the approval, and, with 
                respect to a business development company that issues 
                equity securities that are not registered on a national 
                securities exchange, the company extends, to each 
                person who is a shareholder as of the date of the 
                approval, an offer to repurchase the equity securities 
                held by such person as of such approval date, with 25 
                percent of such securities to be repurchased in each of 
                the four quarters following such approval date; or
                    ``(ii) the company obtains, at a special or annual 
                meeting of shareholders or partners at which a quorum 
                is present, the approval of more than 50 percent of the 
                votes cast of the application of this paragraph to the 
                company, which application shall become effective on 
                the date immediately after the date of the approval.'';
            (3) in paragraph (3) (as redesignated), by inserting ``or 
        which is a stock, provided that all such stock is issued in 
        accordance with paragraph (6)'' after ``indebtedness'';
            (4) in subparagraph (A) of paragraph (4) (as 
        redesignated)--
                    (A) in the matter preceding clause (i), by striking 
                ``voting''; and
                    (B) by amending clause (iii) to read as follows:
                            ``(iii) the exercise or conversion price at 
                        the date of issuance of such warrants, options, 
                        or rights is not less than--
                                    ``(I) the market value of the 
                                securities issuable upon the exercise 
                                of such warrants, options, or rights at 
                                the date of issuance of such warrants, 
                                options, or rights; or
                                    ``(II) if no such market value 
                                exists, the net asset value of the 
                                securities issuable upon the exercise 
                                of such warrants, options, or rights at 
                                the date of issuance of such warrants, 
                                options, or rights; and''; and
            (5) by adding at the end the following:
            ``(6)(A) Qualified institutional buyer.--Except as provided 
        in subparagraph (B), the following shall not apply to a senior 
        security which is a stock and which is issued to and held by a 
        qualified institutional buyer (as defined in section 3(a)(64) 
        of the Securities Exchange Act of 1934):
                    ``(i) Subparagraphs (C) and (D) of section 
                18(a)(2).
                    ``(ii) Subparagraph (E) of section 18(a)(2), to the 
                extent such subparagraph requires any priority over any 
                other class of stock as to distribution of assets upon 
                liquidation.
                    ``(iii) With respect to a senior security which is 
                a stock, subsections (c) and (i) of section 18.
            ``(B) Individual investors who are not qualified 
        institutional buyers.--Subparagraph (A) shall not apply with 
        respect to a senior security which is a stock and which is 
        issued to a person who is not known by the business development 
        company to be a qualified institutional buyer (as defined in 
        section 3(a) of the Securities Exchange Act of 1934).
            ``(7) Rule of construction.--Notwithstanding any other 
        provision of law, any additional class of stock issued pursuant 
        to this section must be issued in accordance with all investor 
        protections contained in all applicable federal securities laws 
        administered by the Commission.''.
    (b) Conforming Amendments.--The Investment Company Act of 1940 (15 
U.S.C. 80a-1 et seq.) is amended--
            (1) in section 57--
                    (A) in subsection (j)(1), by striking ``section 
                61(a)(3)(B)'' and inserting ``section 61(a)(4)(B)''; 
                and
                    (B) in subsection (n)(2), by striking ``section 
                61(a)(3)(B)'' and inserting ``section 61(a)(4)(B)''; 
                and
            (2) in section 63(3), by striking ``section 61(a)(3)'' and 
        inserting ``section 61(a)(4)''.

SEC. 1038. PARITY FOR BUSINESS DEVELOPMENT COMPANIES REGARDING OFFERING 
              AND PROXY RULES.

    (a) Revision to Rules.--Not later than 1 year after the date of 
enactment of this Act, the Securities and Exchange Commission shall 
revise any rules to the extent necessary to allow a business 
development company that has filed an election pursuant to section 54 
of the Investment Company Act of 1940 (15 U.S.C. 80a-53) to use the 
securities offering and proxy rules that are available to other issuers 
that are required to file reports under section 13 or section 15(d) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78m; 78o(d)). Any action 
that the Commission takes pursuant to this subsection shall include the 
following:
            (1) The Commission shall revise rule 405 under the 
        Securities Act of 1933 (17 C.F.R. 230.405)--
                    (A) to remove the exclusion of a business 
                development company from the definition of a well-known 
                seasoned issuer provided by that rule; and
                    (B) to add registration statements filed on Form N-
                2 to the definition of automatic shelf registration 
                statement provided by that rule.
            (2) The Commission shall revise rules 168 and 169 under the 
        Securities Act of 1933 (17 C.F.R. 230.168 and 230.169) to 
        remove the exclusion of a business development company from an 
        issuer that can use the exemptions provided by those rules.
            (3) The Commission shall revise rules 163 and 163A under 
        the Securities Act of 1933 (17 C.F.R. 230.163 and 230.163A) to 
        remove a business development company from the list of issuers 
        that are ineligible to use the exemptions provided by those 
        rules.
            (4) The Commission shall revise rule 134 under the 
        Securities Act of 1933 (17 C.F.R. 230.134) to remove the 
        exclusion of a business development company from that rule.
            (5) The Commission shall revise rules 138 and 139 under the 
        Securities Act of 1933 (17 C.F.R. 230.138 and 230.139) to 
        specifically include a business development company as an 
        issuer to which those rules apply.
            (6) The Commission shall revise rule 164 under the 
        Securities Act of 1933 (17 C.F.R. 230.164) to remove a business 
        development company from the list of issuers that are excluded 
        from that rule.
            (7) The Commission shall revise rule 433 under the 
        Securities Act of 1933 (17 C.F.R. 230.433) to specifically 
        include a business development company that is a well-known 
        seasoned issuer as an issuer to which that rule applies.
            (8) The Commission shall revise rule 415 under the 
        Securities Act of 1933 (17 C.F.R. 230.415)--
                    (A) to state that the registration for securities 
                provided by that rule includes securities registered by 
                a business development company on Form N-2; and
                    (B) to provide an exception for a business 
                development company from the requirement that a Form N-
                2 registrant must furnish the undertakings required by 
                item 34.4 of Form N-2.
            (9) The Commission shall revise rule 497 under the 
        Securities Act of 1933 (17 C.F.R. 230.497) to include a process 
        for a business development company to file a form of prospectus 
        that is parallel to the process for filing a form of prospectus 
        under rule 424(b).
            (10) The Commission shall revise rules 172 and 173 under 
        the Securities Act of 1933 (17 C.F.R. 230.172 and 230.173) to 
        remove the exclusion of an offering of a business development 
        company from those rules.
            (11) The Commission shall revise rule 418 under the 
        Securities Act of 1933 (17 C.F.R. 230.418) to provide that a 
        business development company that would otherwise meet the 
        eligibility requirements of General Instruction I.A of Form S-3 
        shall be exempt from paragraph (a)(3) of that rule.
            (12) The Commission shall revise rule 14a-101 under the 
        Securities Exchange Act of 1934 (17 C.F.R. 240.14a-101) to 
        provide that a business development company that would 
        otherwise meet the requirements of General Instruction I.A of 
        Form S-3 shall be deemed to meet the requirements of Form S-3 
        for purposes of Schedule 14A.
            (13) The Commission shall revise rule 103 under Regulation 
        FD (17 C.F.R. 243.103) to provide that paragraph (a) of that 
        rule applies for purposes of Form N-2.
    (b) Revision to Form N-2.--Not later than 1 year after the date of 
enactment of this Act, the Commission shall revise Form N-2--
            (1) to include an item or instruction that is similar to 
        item 12 on Form S-3 to provide that a business development 
        company that would otherwise meet the requirements of Form S-3 
        shall incorporate by reference its reports and documents filed 
        under the Securities Exchange Act of 1934 into its registration 
        statement filed on Form N-2; and
            (2) to include an item or instruction that is similar to 
        the instruction regarding automatic shelf offerings by well-
        known seasoned issuers on Form S-3 to provide that a business 
        development company that is a well-known seasoned issuer may 
        file automatic shelf offerings on Form N-2.
    (c) Treatment if Revisions Not Completed in Timely Manner.--If the 
Commission fails to complete the revisions required by subsections (a) 
and (b) by the time required by such subsections, a business 
development company shall be entitled to treat such revisions as having 
been completed in accordance with the actions required to be taken by 
the Commission by such subsections until such time as such revisions 
are completed by the Commission.
    (d) Rule of Construction.--Any reference in this section to a rule 
or form means such rule or form or any successor rule or form.

                    Subtitle I--Fostering Innovation

SEC. 1041. TEMPORARY EXEMPTION FOR LOW-REVENUE ISSUERS.

    Section 404 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262) is 
amended by adding at the end the following:
    ``(d) Temporary Exemption for Low-Revenue Issuers.--
            ``(1) Low-revenue exemption.--Subsection (b) shall not 
        apply with respect to an audit report prepared for an issuer 
        that--
                    ``(A) ceased to be an emerging growth company on 
                the last day of the fiscal year of the issuer following 
                the fifth anniversary of the date of the first sale of 
                common equity securities of the issuer pursuant to an 
                effective registration statement under the Securities 
                Act of 1933;
                    ``(B) had average annual gross revenues of less 
                than $50,000,000 as of its most recently completed 
                fiscal year; and
                    ``(C) is not a large accelerated filer.
            ``(2) Expiration of temporary exemption.--An issuer ceases 
        to be eligible for the exemption described under paragraph (1) 
        at the earliest of--
                    ``(A) the last day of the fiscal year of the issuer 
                following the tenth anniversary of the date of the 
                first sale of common equity securities of the issuer 
                pursuant to an effective registration statement under 
                the Securities Act of 1933;
                    ``(B) the last day of the fiscal year of the issuer 
                during which the average annual gross revenues of the 
                issuer exceed $50,000,000; or
                    ``(C) the date on which the issuer becomes a large 
                accelerated filer.
            ``(3) Definitions.--For purposes of this subsection:
                    ``(A) Average annual gross revenues.--The term 
                `average annual gross revenues' means the total gross 
                revenues of an issuer over its most recently completed 
                three fiscal years divided by three.
                    ``(B) Emerging growth company.--The term `emerging 
                growth company' has the meaning given such term under 
                section 3 of the Securities Exchange Act of 1934 (15 
                U.S.C. 78c).
                    ``(C) Large accelerated filer.--The term `large 
                accelerated filer' has the meaning given that term 
                under section 240.12b-2 of title 17, Code of Federal 
                Regulations, or any successor thereto.''.

        Subtitle J--Small Business Capital Formation Enhancement

SEC. 1046. ANNUAL REVIEW OF GOVERNMENT-BUSINESS FORUM ON CAPITAL 
              FORMATION.

    Section 503 of the Small Business Investment Incentive Act of 1980 
(15 U.S.C. 80c-1) is amended by adding at the end the following:
    ``(e) The Commission shall--
            ``(1) review the findings and recommendations of the forum; 
        and
            ``(2) each time the forum submits a finding or 
        recommendation to the Commission, promptly issue a public 
        statement--
                    ``(A) assessing the finding or recommendation of 
                the forum; and
                    ``(B) disclosing the action, if any, the Commission 
                intends to take with respect to the finding or 
                recommendation.''.

              Subtitle K--Helping Angels Lead Our Startups

SEC. 1051. DEFINITION OF ANGEL INVESTOR GROUP.

    As used in this subtitle, the term ``angel investor group'' means 
any group that--
            (1) is composed of accredited investors interested in 
        investing personal capital in early-stage companies;
            (2) holds regular meetings and has defined processes and 
        procedures for making investment decisions, either individually 
        or among the membership of the group as a whole; and
            (3) is neither associated nor affiliated with brokers, 
        dealers, or investment advisers.

SEC. 1052. CLARIFICATION OF GENERAL SOLICITATION.

    (a) In General.--Not later than 6 months after the date of 
enactment of this Act, the Securities and Exchange Commission shall 
revise Regulation D of its rules (17 C.F.R. 230.500 et seq.) to require 
that in carrying out the prohibition against general solicitation or 
general advertising contained in section 230.502(c) of title 17, Code 
of Federal Regulations, the prohibition shall not apply to a 
presentation or other communication made by or on behalf of an issuer 
which is made at an event--
            (1) sponsored by--
                    (A) the United States or any territory thereof, by 
                the District of Columbia, by any State, by a political 
                subdivision of any State or territory, or by any agency 
                or public instrumentality of any of the foregoing;
                    (B) a college, university, or other institution of 
                higher education;
                    (C) a nonprofit organization;
                    (D) an angel investor group;
                    (E) a venture forum, venture capital association, 
                or trade association; or
                    (F) any other group, person or entity as the 
                Securities and Exchange Commission may determine by 
                rule;
            (2) where any advertising for the event does not reference 
        any specific offering of securities by the issuer;
            (3) the sponsor of which--
                    (A) does not make investment recommendations or 
                provide investment advice to event attendees;
                    (B) does not engage in an active role in any 
                investment negotiations between the issuer and 
                investors attending the event;
                    (C) does not charge event attendees any fees other 
                than administrative fees; and
                    (D) does not receive any compensation with respect 
                to such event that would require registration of the 
                sponsor as a broker or a dealer under the Securities 
                Exchange Act of 1934, or as an investment advisor under 
                the Investment Advisers Act of 1940; and
            (4) where no specific information regarding an offering of 
        securities by the issuer is communicated or distributed by or 
        on behalf of the issuer, other than--
                    (A) that the issuer is in the process of offering 
                securities or planning to offer securities;
                    (B) the type and amount of securities being 
                offered;
                    (C) the amount of securities being offered that 
                have already been subscribed for; and
                    (D) the intended use of proceeds of the offering.
    (b) Rule of Construction.--Subsection (a) may only be construed as 
requiring the Securities and Exchange Commission to amend the 
requirements of Regulation D with respect to presentations and 
communications, and not with respect to purchases or sales.

                     Subtitle L--Main Street Growth

SEC. 1056. VENTURE EXCHANGES.

    (a) Securities Exchange Act of 1934.--Section 6 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end 
the following:
    ``(m) Venture Exchange.--
            ``(1) Registration.--
                    ``(A) In general.--A national securities exchange 
                may elect to be treated (or for a listing tier of such 
                exchange to be treated) as a venture exchange by 
                notifying the Commission of such election, either at 
                the time the exchange applies to be registered as a 
                national securities exchange or after registering as a 
                national securities exchange.
                    ``(B) Determination time period.--With respect to a 
                securities exchange electing to be treated (or for a 
                listing tier of such exchange to be treated) as a 
                venture exchange--
                            ``(i) at the time the exchange applies to 
                        be registered as a national securities 
                        exchange, such application and election shall 
                        be deemed to have been approved by the 
                        Commission unless the Commission denies such 
                        application before the end of the 6-month 
                        period beginning on the date the Commission 
                        received such application; and
                            ``(ii) after registering as a national 
                        securities exchange, such election shall be 
                        deemed to have been approved by the Commission 
                        unless the Commission denies such approval 
                        before the end of the 6-month period beginning 
                        on the date the Commission received 
                        notification of such election.
            ``(2) Powers and restrictions.--A venture exchange--
                    ``(A) may only constitute, maintain, or provide a 
                market place or facilities for bringing together 
                purchasers and sellers of venture securities;
                    ``(B) may determine the increment to be used for 
                quoting and trading venture securities on the exchange;
                    ``(C) shall disseminate last sale and quotation 
                information on terms that are fair and reasonable and 
                not unreasonably discriminatory;
                    ``(D) may choose to carry out periodic auctions for 
                the sale of a venture security instead of providing 
                continuous trading of the venture security; and
                    ``(E) may not extend unlisted trading privileges to 
                any venture security.
            ``(3) Exemptions from certain national security exchange 
        regulations.--A venture exchange shall not be required to--
                    ``(A) comply with any of sections 242.600 through 
                242.612 of title 17, Code of Federal Regulations;
                    ``(B) comply with any of sections 242.300 through 
                242.303 of title 17, Code of Federal Regulations;
                    ``(C) submit any data to a securities information 
                processor; or
                    ``(D) use decimal pricing.
            ``(4) Treatment of certain exempted securities.--A security 
        that is exempt from registration pursuant to section 3(b) of 
        the Securities Act of 1933 shall be exempt from section 12(a) 
        of this title with respect to the trading of such security on a 
        venture exchange, if the issuer of such security is in 
        compliance with all disclosure obligations of such section 3(b) 
        and the regulations issued under such section.
            ``(5) Definitions.--For purposes of this subsection:
                    ``(A) Early-stage, growth company.--
                            ``(i) In general.--The term `early-stage, 
                        growth company' means an issuer--
                                    ``(I) that has not made an initial 
                                public offering of any securities of 
                                the issuer; and
                                    ``(II) with a market capitalization 
                                of $1,000,000,000 (as such amount is 
                                indexed for inflation every 5 years by 
                                the Commission to reflect the change in 
                                the Consumer Price Index for All Urban 
                                Consumers published by the Bureau of 
                                Labor Statistics, setting the threshold 
                                to the nearest $1,000,000) or less.
                            ``(ii) Treatment when market capitalization 
                        exceeds threshold.--
                                    ``(I) In general.--In the case of 
                                an issuer that is an early-stage, 
                                growth company the securities of which 
                                are traded on a venture exchange, such 
                                issuer shall not cease to be an early-
                                stage, growth company by reason of the 
                                market capitalization of such issuer 
                                exceeding the threshold specified in 
                                clause (i)(II) until the end of the 
                                period of 24 consecutive months during 
                                which the market capitalization of such 
                                issuer exceeds $2,000,000,000 (as such 
                                amount is indexed for inflation every 5 
                                years by the Commission to reflect the 
                                change in the Consumer Price Index for 
                                All Urban Consumers published by the 
                                Bureau of Labor Statistics, setting the 
                                threshold to the nearest $1,000,000).
                                    ``(II) Exemptions.--If an issuer 
                                would cease to be an early-stage, 
                                growth company under subclause (I), the 
                                venture exchange may, at the request of 
                                the issuer, exempt the issuer from the 
                                market capitalization requirements of 
                                this subparagraph for the 1-year period 
                                that begins on the day after the end of 
                                the 24-month period described in such 
                                subclause. The venture exchange may, at 
                                the request of the issuer, extend the 
                                exemption for 1 additional year.
                    ``(B) Venture security.--The term `venture 
                security' means--
                            ``(i) securities of an early-stage, growth 
                        company that are exempt from registration 
                        pursuant to section 3(b) of the Securities Act 
                        of 1933; and
                            ``(ii) securities of an emerging growth 
                        company.''.
    (b) Securities Act of 1933.--Section 18(b)(1) of the Securities Act 
of 1933 (15 U.S.C. 77r(b)(1)) is amended--
            (1) in subparagraph (B), by striking ``or'' at the end;
            (2) in subparagraph (C), by striking the period and 
        inserting ``; or''; and
            (3) by adding at the end the following:
                    ``(D) a venture security, as defined under section 
                6(m)(5) of the Securities Exchange Act of 1934.''.
    (c) Sense of Congress.--It is the sense of the Congress that the 
Securities and Exchange Commission should--
            (1) when necessary or appropriate in the public interest 
        and consistent with the protection of investors, make use of 
        the Commission's general exemptive authority under section 36 
        of the Securities Exchange Act of 1934 (15 U.S.C. 78mm) with 
        respect to the provisions added by this section; and
            (2) if the Commission determines appropriate, create an 
        Office of Venture Exchanges within the Commission's Division of 
        Trading and Markets.
    (d) Rule of Construction.--Nothing in this section or the 
amendments made by this section shall be construed to impair or limit 
the construction of the antifraud provisions of the securities laws (as 
defined in section 3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a))) or the authority of the Securities and Exchange 
Commission under those provisions.
    (e) Effective Date for Tiers of Existing National Securities 
Exchanges.--In the case of a securities exchange that is registered as 
a national securities exchange under section 6 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f) on the date of the enactment of 
this Act, any election for a listing tier of such exchange to be 
treated as a venture exchange under subsection (m) of such section 
shall not take effect before the date that is 180 days after such date 
of enactment.

                 Subtitle M--Micro Offering Safe Harbor

SEC. 1061. EXEMPTIONS FOR MICRO-OFFERINGS.

    (a) In General.--Section 4 of the Securities Act of 1933 (15 U.S.C. 
77d) is amended--
            (1) in subsection (a), by adding at the end the following:
            ``(8) transactions meeting the requirements of subsection 
        (f).''; and
            (2) by adding at the end the following:
    ``(f) Certain Micro-Offerings.--The transactions referred to in 
subsection (a)(8) are transactions involving the sale of securities by 
an issuer (including all entities controlled by or under common control 
with the issuer) that meet all of the following requirements:
            ``(1) Pre-existing relationship.--Each purchaser has a 
        substantive pre-existing relationship with an officer of the 
        issuer, a director of the issuer, or a shareholder holding 10 
        percent or more of the shares of the issuer.
            ``(2) 35 or fewer purchasers.--There are no more than, or 
        the issuer reasonably believes that there are no more than, 35 
        purchasers of securities from the issuer that are sold in 
        reliance on the exemption provided under subsection (a)(8) 
        during the 12-month period preceding such transaction.
            ``(3) Small offering amount.--The aggregate amount of all 
        securities sold by the issuer, including any amount sold in 
        reliance on the exemption provided under subsection (a)(8), 
        during the 12-month period preceding such transaction, does not 
        exceed $500,000.''.
    (b) Exemption Under State Regulations.--Section 18(b)(4) of the 
Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended--
            (1) in subparagraph (F), by striking ``or'' at the end;
            (2) in subparagraph (G), by striking the period and 
        inserting ``; or''; and
            (3) by adding at the end the following:
                    ``(H) section 4(a)(8).''.

               Subtitle N--Private Placement Improvement

SEC. 1066. REVISIONS TO SEC REGULATION D.

    Not later than 45 days following the date of the enactment of this 
Act, the Securities and Exchange Commission shall revise Regulation D 
(17 C.F.R. 501 et seq.) in accordance with the following:
            (1) The Commission shall revise Form D filing requirements 
        to require an issuer offering or selling securities in reliance 
        on an exemption provided under Rule 506 of Regulation D to file 
        with the Commission a single notice of sales containing the 
        information required by Form D for each new offering of 
        securities no earlier than 15 days after the date of the first 
        sale of securities in the offering. The Commission shall not 
        require such an issuer to file any notice of sales containing 
        the information required by Form D except for the single notice 
        described in the previous sentence.
            (2) The Commission shall make the information contained in 
        each Form D filing available to the securities commission (or 
        any agency or office performing like functions) of each State 
        and territory of the United States and the District of 
        Columbia.
            (3) The Commission shall not condition the availability of 
        any exemption for an issuer under Rule 506 of Regulation D (17 
        C.F.R. 230.506) on the issuer's or any other person's filing 
        with the Commission of a Form D or any similar report.
            (4) The Commission shall not require issuers to submit 
        written general solicitation materials to the Commission in 
        connection with a Rule 506(c) offering, except when the 
        Commission requests such materials pursuant to the Commission's 
        authority under section 8A or section 20 of the Securities Act 
        of 1933 (15 U.S.C. 77h-1 or 77t) or section 9, 10(b), 21A, 21B, 
        or 21C of the Securities Exchange Act of 1934 (15 U.S.C. 78i, 
        78j(b), 78u-1, 78u-2, or 78u-3).
            (5) The Commission shall not extend the requirements 
        contained in Rule 156 to private funds.
            (6) The Commission shall revise Rule 501(a) of Regulation D 
        to provide that a person who is a ``knowledgeable employee'' of 
        a private fund or the fund's investment adviser, as defined in 
        Rule 3c-5(a)(4) (17 C.F.R. 270.3c-5(a)(4)), shall be an 
        accredited investor for purposes of a Rule 506 offering of a 
        private fund with respect to which the person is a 
        knowledgeable employee.

              Subtitle O--Supporting America's Innovators

SEC. 1071. INVESTOR LIMITATION FOR QUALIFYING VENTURE CAPITAL FUNDS.

    Section 3(c)(1) of the Investment Company Act of 1940 (15 U.S.C. 
80a-3(c)(1)) is amended--
            (1) by inserting after ``one hundred persons'' the 
        following: ``(or, with respect to a qualifying venture capital 
        fund, 250 persons)''; and
            (2) by adding at the end the following:
                    ``(C) The term `qualifying venture capital fund' 
                means any venture capital fund (as defined pursuant to 
                section 203(l)(1) of the Investment Advisers Act of 
                1940 (15 U.S.C. 80b-3(l)(1)) with no more than 
                $10,000,000 in invested capital, as such dollar amount 
                is annually adjusted by the Commission to reflect the 
                change in the Consumer Price Index for All Urban 
                Consumers published by the Bureau of Labor Statistics 
                of the Department of Labor.''.

                      Subtitle P--Fix Crowdfunding

SEC. 1076. CROWDFUNDING VEHICLES.

    (a) Amendments to the Securities Act of 1933.--The Securities Act 
of 1933 (15 U.S.C. 77a et seq.) is amended--
            (1) in section 4A(f)(3), by inserting ``by any of 
        paragraphs (1) through (14) of'' before ``section 3(c)''; and
            (2) in section 4(a)(6)(B), by inserting after ``any 
        investor'' the following: ``, other than a crowdfunding vehicle 
        (as defined in section 2(a) of the Investment Company Act of 
        1940),''.
    (b) Amendments to the Investment Company Act of 1940.--The 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) is amended--
            (1) in section 2(a), by adding at the end the following:
            ``(55) The term `crowdfunding vehicle' means a company--
                    ``(A) whose purpose (as set forth in its 
                organizational documents) is limited to acquiring, 
                holding, and disposing securities issued by a single 
                company in one or more transactions and made pursuant 
                to section 4(a)(6) of the Securities Act of 1933;
                    ``(B) which issues only one class of securities;
                    ``(C) which receives no compensation in connection 
                with such acquisition, holding, or disposition of 
                securities;
                    ``(D) no associated person of which receives any 
                compensation in connection with such acquisition, 
                holding or disposition of securities unless such person 
                is acting as or on behalf of an investment adviser 
                registered under the Investment Advisers Act of 1940 or 
                registered as an investment adviser in the State in 
                which the investment adviser maintains its principal 
                office and place of business;
                    ``(E) the securities of which have been issued in a 
                transaction made pursuant to section 4(a)(6) of the 
                Securities Act of 1933, where both the crowdfunding 
                vehicle and the company whose securities it holds are 
                co-issuers;
                    ``(F) which is current in its ongoing disclosure 
                obligations under Rule 202 of Regulation Crowdfunding 
                (17 C.F.R. 227.202);
                    ``(G) the company whose securities it holds is 
                current in its ongoing disclosure obligations under 
                Rule 202 of Regulation Crowdfunding (17 C.F.R. 
                227.202); and
                    ``(H) is advised by an investment adviser 
                registered under the Investment Advisers Act of 1940 or 
                registered as an investment adviser in the State in 
                which the investment adviser maintains its principal 
                office and place of business.''; and
            (2) in section 3(c), by adding at the end the following:
            ``(15) Any crowdfunding vehicle.''.

SEC. 1077. CROWDFUNDING EXEMPTION FROM REGISTRATION.

    Section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(6)) is amended--
            (1) by striking ``The Commission'' and inserting the 
        following:
                    ``(A) In general.--The Commission'';
            (2) by striking ``section 4(6)'' and inserting ``section 
        4(a)(6)''; and
            (3) by adding at the end the following:
                    ``(B) Treatment of securities issued by certain 
                issuers.--An exemption under subparagraph (A) shall be 
                unconditional for securities offered by an issuer that 
                had a public float of less than $75,000,000 as of the 
                last business day of the issuer's most recently 
                completed semiannual period, computed by multiplying 
                the aggregate worldwide number of shares of the 
                issuer's common equity securities held by non-
                affiliates by the price at which such securities were 
                last sold (or the average bid and asked prices of such 
                securities) in the principal market for such securities 
                or, in the event the result of such public float 
                calculation is zero, had annual revenues of less than 
                $50,000,000 as of the issuer's most recently completed 
                fiscal year.''.

        Subtitle Q--Corporate Governance Reform and Transparency

SEC. 1081. DEFINITIONS.

    (a) Securities Exchange Act of 1934.--Section 3(a) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended by adding 
at the end the following new paragraphs:
            ``(83) Proxy advisory firm.--The term `proxy advisory firm' 
        means any person who is primarily engaged in the business of 
        providing proxy voting research, analysis, or recommendations 
        to clients, which conduct constitutes a solicitation within the 
        meaning of section 14 and the Commission's rules and 
        regulations thereunder, except to the extent that the person is 
        exempted by such rules and regulations from requirements 
        otherwise applicable to persons engaged in a solicitation.
            ``(84) Person associated with a proxy advisory firm.--The 
        term `person associated with' a proxy advisory firm means any 
        partner, officer, or director of a proxy advisory firm (or any 
        person occupying a similar status or performing similar 
        functions), any person directly or indirectly controlling, 
        controlled by, or under common control with a proxy advisory 
        firm, or any employee of a proxy advisory firm, except that 
        persons associated with a proxy advisory firm whose functions 
        are clerical or ministerial shall not be included in the 
        meaning of such term. The Commission may by rules and 
        regulations classify, for purposes or any portion or portions 
        of this Act, persons, including employees controlled by a proxy 
        advisory firm.''.
    (b) Applicable Definitions.--As used in this subtitle--
            (1) the term ``Commission'' means the Securities and 
        Exchange Commission; and
            (2) the term ``proxy advisory firm'' has the same meaning 
        as in section 3(a)(83) of the Securities Exchange Act of 1934, 
        as added by this subtitle.

SEC. 1082. REGISTRATION OF PROXY ADVISORY FIRMS.

    (a) Amendment.--The Securities Exchange Act of 1934 is amended by 
inserting after section 15G the following new section:

``SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS.

    ``(a) Conduct Prohibited.--It shall be unlawful for a proxy 
advisory firm to make use of the mails or any means or instrumentality 
of interstate commerce to provide proxy voting research, analysis, or 
recommendations to any client, unless such proxy advisory firm is 
registered under this section.
    ``(b) Registration Procedures.--
            ``(1) Application for registration.--
                    ``(A) In general.--A proxy advisory firm must file 
                with the Commission an application for registration, in 
                such form as the Commission shall require, by rule or 
                regulation, and containing the information described in 
                subparagraph (B).
                    ``(B) Required information.--An application for 
                registration under this section shall contain 
                information regarding--
                            ``(i) a certification that the applicant 
                        has adequate financial and managerial resources 
                        to consistently provide proxy advice based on 
                        accurate information;
                            ``(ii) the procedures and methodologies 
                        that the applicant uses in developing proxy 
                        voting recommendations, including whether and 
                        how the applicant considers the size of a 
                        company when making proxy voting 
                        recommendations;
                            ``(iii) the organizational structure of the 
                        applicant;
                            ``(iv) whether or not the applicant has in 
                        effect a code of ethics, and if not, the 
                        reasons therefor;
                            ``(v) any potential or actual conflict of 
                        interest relating to the ownership structure of 
                        the applicant or the provision of proxy 
                        advisory services by the applicant, including 
                        whether the proxy advisory firm engages in 
                        services ancillary to the provision of proxy 
                        advisory services such as consulting services 
                        for corporate issuers, and if so the revenues 
                        derived therefrom;
                            ``(vi) the policies and procedures in place 
                        to manage conflicts of interest under 
                        subsection (f); and
                            ``(vii) any other information and documents 
                        concerning the applicant and any person 
                        associated with such applicant as the 
                        Commission, by rule, may prescribe as necessary 
                        or appropriate in the public interest or for 
                        the protection of investors.
            ``(2) Review of application.--
                    ``(A) Initial determination.--Not later than 90 
                days after the date on which the application for 
                registration is filed with the Commission under 
                paragraph (1) (or within such longer period as to which 
                the applicant consents) the Commission shall--
                            ``(i) by order, grant registration; or
                            ``(ii) institute proceedings to determine 
                        whether registration should be denied.
                    ``(B) Conduct of proceedings.--
                            ``(i) Content.--Proceedings referred to in 
                        subparagraph (A)(ii) shall--
                                    ``(I) include notice of the grounds 
                                for denial under consideration and an 
                                opportunity for hearing; and
                                    ``(II) be concluded not later than 
                                120 days after the date on which the 
                                application for registration is filed 
                                with the Commission under paragraph 
                                (1).
                            ``(ii) Determination.--At the conclusion of 
                        such proceedings, the Commission, by order, 
                        shall grant or deny such application for 
                        registration.
                            ``(iii) Extension authorized.--The 
                        Commission may extend the time for conclusion 
                        of such proceedings for not longer than 90 
                        days, if it finds good cause for such extension 
                        and publishes its reasons for so finding, or 
                        for such longer period as to which the 
                        applicant consents.
                    ``(C) Grounds for decision.--The Commission shall 
                grant registration under this subsection--
                            ``(i) if the Commission finds that the 
                        requirements of this section are satisfied; and
                            ``(ii) unless the Commission finds (in 
                        which case the Commission shall deny such 
                        registration) that--
                                    ``(I) the applicant has failed to 
                                certify to the Commission's 
                                satisfaction that it has adequate 
                                financial and managerial resources to 
                                consistently provide proxy advice based 
                                on accurate information and to 
                                materially comply with the procedures 
                                and methodologies disclosed under 
                                paragraph (1)(B) and with subsections 
                                (f) and (g); or
                                    ``(II) if the applicant were so 
                                registered, its registration would be 
                                subject to suspension or revocation 
                                under subsection (e).
            ``(3) Public availability of information.--Subject to 
        section 24, the Commission shall make the information and 
        documents submitted to the Commission by a proxy advisory firm 
        in its completed application for registration, or in any 
        amendment submitted under paragraph (1) or (2) of subsection 
        (c), publicly available on the Commission's website, or through 
        another comparable, readily accessible means.
    ``(c) Update of Registration.--
            ``(1) Update.--Each registered proxy advisory firm shall 
        promptly amend and update its application for registration 
        under this section if any information or document provided 
        therein becomes materially inaccurate, except that a registered 
        proxy advisory firm is not required to amend the information 
        required to be filed under subsection (b)(1)(B)(i) by filing 
        information under this paragraph, but shall amend such 
        information in the annual submission of the organization under 
        paragraph (2) of this subsection.
            ``(2) Certification.--Not later than 90 calendar days after 
        the end of each calendar year, each registered proxy advisory 
        firm shall file with the Commission an amendment to its 
        registration, in such form as the Commission, by rule, may 
        prescribe as necessary or appropriate in the public interest or 
        for the protection of investors--
                    ``(A) certifying that the information and documents 
                in the application for registration of such registered 
                proxy advisory firm continue to be accurate in all 
                material respects; and
                    ``(B) listing any material change that occurred to 
                such information or documents during the previous 
                calendar year.
    ``(d) Censure, Denial, or Suspension of Registration; Notice and 
Hearing.--The Commission, by order, shall censure, place limitations on 
the activities, functions, or operations of, suspend for a period not 
exceeding 12 months, or revoke the registration of any registered proxy 
advisory firm if the Commission finds, on the record after notice and 
opportunity for hearing, that such censure, placing of limitations, 
suspension, or revocation is necessary for the protection of investors 
and in the public interest and that such registered proxy advisory 
firm, or any person associated with such an organization, whether prior 
to or subsequent to becoming so associated--
            ``(1) has committed or omitted any act, or is subject to an 
        order or finding, enumerated in subparagraph (A), (D), (E), 
        (H), or (G) of section 15(b)(4), has been convicted of any 
        offense specified in section 15(b)(4)(B), or is enjoined from 
        any action, conduct, or practice specified in subparagraph (C) 
        of section 15(b)(4), during the 10-year period preceding the 
        date of commencement of the proceedings under this subsection, 
        or at any time thereafter;
            ``(2) has been convicted during the 10-year period 
        preceding the date on which an application for registration is 
        filed with the Commission under this section, or at any time 
        thereafter, of--
                    ``(A) any crime that is punishable by imprisonment 
                for one or more years, and that is not described in 
                section 15(b)(4)(B); or
                    ``(B) a substantially equivalent crime by a foreign 
                court of competent jurisdiction;
            ``(3) is subject to any order of the Commission barring or 
        suspending the right of the person to be associated with a 
        registered proxy advisory firm;
            ``(4) fails to furnish the certifications required under 
        subsections (b)(2)(C)(ii)(I) and (c)(2);
            ``(5) has engaged in one or more prohibited acts enumerated 
        in paragraph (1); or
            ``(6) fails to maintain adequate financial and managerial 
        resources to consistently offer advisory services with 
        integrity, including by failing to comply with subsections (f) 
        or (g).
    ``(e) Termination of Registration.--
            ``(1) Voluntary withdrawal.--A registered proxy advisory 
        firm may, upon such terms and conditions as the Commission may 
        establish as necessary in the public interest or for the 
        protection of investors, which terms and conditions shall 
        include at a minimum that the registered proxy advisory firm 
        will no longer conduct such activities as to bring it within 
        the definition of proxy advisory firm in section 3(a)(83) of 
        the Securities Exchange Act of 1934, withdraw from registration 
        by filing a written notice of withdrawal to the Commission.
            ``(2) Commission authority.--In addition to any other 
        authority of the Commission under this title, if the Commission 
        finds that a registered proxy advisory firm is no longer in 
        existence or has ceased to do business as a proxy advisory 
        firm, the Commission, by order, shall cancel the registration 
        under this section of such registered proxy advisory firm.
    ``(f) Management of Conflicts of Interest.--
            ``(1) Organization policies and procedures.--Each 
        registered proxy advisory firm shall establish, maintain, and 
        enforce written policies and procedures reasonably designed, 
        taking into consideration the nature of the business of such 
        registered proxy advisory firm and associated persons, to 
        address and manage any conflicts of interest that can arise 
        from such business.
            ``(2) Commission authority.--The Commission shall issue 
        final rules to prohibit, or require the management and 
        disclosure of, any conflicts of interest relating to the 
        offering of proxy advisory services by a registered proxy 
        advisory firm, including, without limitation, conflicts of 
        interest relating to--
                    ``(A) the manner in which a registered proxy 
                advisory firm is compensated by the client, or any 
                affiliate of the client, for providing proxy advisory 
                services;
                    ``(B) the provision of consulting, advisory, or 
                other services by a registered proxy advisory firm, or 
                any person associated with such registered proxy 
                advisory firm, to the client;
                    ``(C) business relationships, ownership interests, 
                or any other financial or personal interests between a 
                registered proxy advisory firm, or any person 
                associated with such registered proxy advisory firm, 
                and any client, or any affiliate of such client;
                    ``(D) transparency around the formulation of proxy 
                voting policies;
                    ``(E) the execution of proxy votes if such votes 
                are based upon recommendations made by the proxy 
                advisory firm in which someone other than the issuer is 
                a proponent;
                    ``(F) issuing recommendations where proxy advisory 
                firms provide advisory services to a company; and
                    ``(G) any other potential conflict of interest, as 
                the Commission deems necessary or appropriate in the 
                public interest or for the protection of investors.
    ``(g) Reliability of Proxy Advisory Firm Services.--
            ``(1) In general.--Each registered proxy advisory firm 
        shall have staff sufficient to produce proxy voting 
        recommendations that are based on accurate and current 
        information. Each registered proxy advisory firm shall detail 
        procedures sufficient to permit companies receiving proxy 
        advisory firm recommendations access in a reasonable time to 
        the draft recommendations, with an opportunity to provide 
        meaningful comment thereon, including the opportunity to 
        present details to the person responsible for developing the 
        recommendation in person or telephonically. Each registered 
        proxy advisory firm shall employ an ombudsman to receive 
        complaints about the accuracy of voting information used in 
        making recommendations from the subjects of the proxy advisory 
        firm's voting recommendations, and shall resolve those 
        complaints in a timely fashion and in any event prior to voting 
        on the matter to which the recommendation relates.
            ``(2) Draft recommendations defined.--For purposes of this 
        subsection, the term `draft recommendations'--
                    ``(A) means the overall conclusions of proxy voting 
                recommendations prepared for the clients of a proxy 
                advisory firm, including any public data cited therein, 
                any company information or substantive analysis 
                impacting the recommendation, and the specific voting 
                recommendations on individual proxy ballot issues; and
                    ``(B) does not include the entirety of the proxy 
                advisory firm's final report to its clients.
    ``(h) Designation of Compliance Officer.--Each registered proxy 
advisory firm shall designate an individual responsible for 
administering the policies and procedures that are required to be 
established pursuant to subsections (f) and (g), and for ensuring 
compliance with the securities laws and the rules and regulations 
thereunder, including those promulgated by the Commission pursuant to 
this section.
    ``(i) Prohibited Conduct.--
            ``(1) Prohibited acts and practices.--The Commission shall 
        issue final rules to prohibit any act or practice relating to 
        the offering of proxy advisory services by a registered proxy 
        advisory firm that the Commission determines to be unfair or 
        coercive, including any act or practice relating to--
                    ``(A) conditioning a voting recommendation or other 
                proxy advisory firm recommendation on the purchase by 
                an issuer or an affiliate thereof of other services or 
                products, of the registered proxy advisory firm or any 
                person associated with such registered proxy advisory 
                firm; and
                    ``(B) modifying a voting recommendation or 
                otherwise departing from its adopted systematic 
                procedures and methodologies in the provision of proxy 
                advisory services, based on whether an issuer, or 
                affiliate thereof, subscribes or will subscribe to 
                other services or product of the registered proxy 
                advisory firm or any person associated with such 
                organization.
            ``(2) Rule of construction.--Nothing in paragraph (1), or 
        in any rules or regulations adopted thereunder, may be 
        construed to modify, impair, or supersede the operation of any 
        of the antitrust laws (as defined in the first section of the 
        Clayton Act, except that such term includes section 5 of the 
        Federal Trade Commission Act, to the extent that such section 5 
        applies to unfair methods of competition).
    ``(j) Statements of Financial Condition.--Each registered proxy 
advisory firm shall, on a confidential basis, file with the Commission, 
at intervals determined by the Commission, such financial statements, 
certified (if required by the rules or regulations of the Commission) 
by an independent public auditor, and information concerning its 
financial condition, as the Commission, by rule, may prescribe as 
necessary or appropriate in the public interest or for the protection 
of investors.
    ``(k) Annual Report.--Each registered proxy advisory firm shall, at 
the beginning of each fiscal year of such firm, report to the 
Commission on the number of shareholder proposals its staff reviewed in 
the prior fiscal year, the number of recommendations made in the prior 
fiscal year, the number of staff who reviewed and made recommendations 
on such proposals in the prior fiscal year, and the number of 
recommendations made in the prior fiscal year where the proponent of 
such recommendation was a client of or received services from the proxy 
advisory firm.
    ``(l) Transparent Policies.--Each registered proxy advisory firm 
shall file with the Commission and make publicly available its 
methodology for the formulation of proxy voting policies and voting 
recommendations.
    ``(m) Rules of Construction.--
            ``(1) No waiver of rights, privileges, or defenses.--
        Registration under and compliance with this section does not 
        constitute a waiver of, or otherwise diminish, any right, 
        privilege, or defense that a registered proxy advisory firm may 
        otherwise have under any provision of State or Federal law, 
        including any rule, regulation, or order thereunder.
            ``(2) No private right of action.--Nothing in this section 
        may be construed as creating any private right of action, and 
        no report filed by a registered proxy advisory firm in 
        accordance with this section or section 17 shall create a 
        private right of action under section 18 or any other provision 
        of law.
    ``(n) Regulations.--
            ``(1) New provisions.--Such rules and regulations as are 
        required by this section or are otherwise necessary to carry 
        out this section, including the application form required under 
        subsection (a)--
                    ``(A) shall be issued by the Commission, not later 
                than 180 days after the date of enactment of this 
                section; and
                    ``(B) shall become effective not later than 1 year 
                after the date of enactment of this section.
            ``(2) Review of existing regulations.--Not later than 270 
        days after the date of enactment of this section, the 
        Commission shall--
                    ``(A) review its existing rules and regulations 
                which affect the operations of proxy advisory firms;
                    ``(B) amend or revise such rules and regulations in 
                accordance with the purposes of this section, and issue 
                such guidance, as the Commission may prescribe as 
                necessary or appropriate in the public interest or for 
                the protection of investors; and
                    ``(C) direct Commission staff to withdraw the Egan 
                Jones Proxy Services (May 27, 2004) and Institutional 
                Shareholder Services, Inc. (September 15, 2004) no-
                action letters.
    ``(o) Applicability.--This section, other than subsection (n), 
which shall apply on the date of enactment of this section, shall apply 
on the earlier of--
            ``(1) the date on which regulations are issued in final 
        form under subsection (n)(1); or
            ``(2) 270 days after the date of enactment of this 
        section.''.
    (b) Conforming Amendment.--Section 17(a)(1) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78q(a)(1)) is amended by inserting 
``proxy advisory firm,'' after ``nationally recognized statistical 
rating organization,''.

SEC. 1083. COMMISSION ANNUAL REPORT.

    The Commission shall make an annual report publicly available on 
the Commission's Internet website. Such report shall, with respect to 
the year to which the report relates--
            (1) identify applicants for registration under section 15H 
        of the Securities Exchange Act of 1934, as added by this 
        subtitle;
            (2) specify the number of and actions taken on such 
        applications;
            (3) specify the views of the Commission on the state of 
        competition, transparency, policies and methodologies, and 
        conflicts of interest among proxy advisory firms;
            (4) include the determination of the Commission with regard 
        to--
                    (A) the quality of proxy advisory services issued 
                by proxy advisory firms;
                    (B) the financial markets;
                    (C) competition among proxy advisory firms;
                    (D) the incidence of undisclosed conflicts of 
                interest by proxy advisory firms;
                    (E) the process for registering as a proxy advisory 
                firm; and
                    (F) such other matters relevant to the 
                implementation of this subtitle and the amendments made 
                by this subtitle, as the Commission determines 
                necessary to bring to the attention of the Congress;
            (5) identify problems, if any, that have resulted from the 
        implementation of this subtitle and the amendments made by this 
        subtitle; and
            (6) recommend solutions, including any legislative or 
        regulatory solutions, to any problems identified under 
        paragraphs (4) and (5).

                        Subtitle R--Senior Safe

SEC. 1091. IMMUNITY.

    (a) Definitions.--In this subtitle--
            (1) the term ``Bank Secrecy Act Officer'' means an 
        individual responsible for ensuring compliance with the 
        requirements mandated by subchapter II of chapter 53 of title 
        31, United States Code;
            (2) the term ``broker-dealer'' means a broker or dealer, as 
        those terms are defined, respectively, in section 3(a) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78c(a));
            (3) the term ``covered agency'' means--
                    (A) a State financial regulatory agency, including 
                a State securities or law enforcement authority and a 
                State insurance regulator;
                    (B) each of the Federal financial institutions 
                regulatory agencies;
                    (C) the Securities and Exchange Commission;
                    (D) a law enforcement agency;
                    (E) and State or local agency responsible for 
                administering adult protective service laws; and
                    (F) a State attorney general.
            (4) the term ``covered financial institution'' means--
                    (A) a credit union;
                    (B) a depository institution;
                    (C) an investment advisor;
                    (D) a broker-dealer;
                    (E) an insurance company; and
                    (F) a State attorney general.
            (5) the term ``credit union'' means a Federal credit union, 
        State credit union, or State-chartered credit union, as those 
        terms are defined in section 101 of the Federal Credit Union 
        Act (12 U.S.C. 1752);
            (6) the term ``depository institution'' has the meaning 
        given the term in section 3(c) of the Federal Deposit Insurance 
        Act (12 U.S.C. 1813(c));
            (7) the term ``exploitation'' means the fraudulent or 
        otherwise illegal, unauthorized, or improper act or process of 
        an individual, including a caregiver or fiduciary, that--
                    (A) uses the resources of a senior citizen for 
                monetary personal benefit, profit, or gain; or
                    (B) results in depriving a senior citizen of 
                rightful access to or use of benefits, resources, 
                belongings or assets;
            (8) the term ``Federal financial institutions regulatory 
        agencies'' has the meaning given the term in section 1003 of 
        the Federal Financial Institutions Examination Council Act of 
        1978 (12 U.S.C. 3302);
            (9) the term ``investment adviser'' has the meaning given 
        the term in section 202 of the Investment Advisers Act of 1940 
        (15 U.S.C. 80b-2);
            (10) the term ``insurance company'' has the meaning given 
        the term in section 2(a) of the Investment Company Act of 1940 
        (15 U.S.C. 80a-2(a));
            (11) the term ``registered representative'' means an 
        individual who represents a broker-dealer in effecting or 
        attempting to affect a purchase or sale of securities;
            (12) the term ``senior citizen'' means an individual who is 
        not less than 65 years of age;
            (13) the term ``State insurance regulator'' has the meaning 
        given such term in section 315 of the Gramm-Leach-Bliley Act 
        (15 U.S.C. 6735); and
            (14) the term ``State securities or law enforcement 
        authority'' has the meaning given the term in section 24(f)(4) 
        of the Securities Exchange Act of 1934 (15 U.S.C. 78x(f)(4)).
    (b) Immunity From Suit.--
            (1) Immunity for individuals.--An individual who has 
        received the training described in section 1092 shall not be 
        liable, including in any civil or administrative proceeding, 
        for disclosing the possible exploitation of a senior citizen to 
        a covered agency if the individual, at the time of the 
        disclosure--
                    (A) served as a supervisor, compliance officer 
                (including a Bank Secrecy Act Officer), or registered 
                representative for a covered financial institution; and
                    (B) made the disclosure with reasonable care 
                including reasonable efforts to avoid disclosure other 
                than to a covered agency.
            (2) Immunity for covered financial institutions.--A covered 
        financial institution shall not be liable, including in any 
        civil or administrative proceeding, for a disclosure made by an 
        individual described in paragraph (1) if--
                    (A) the individual was employed by, or, in the case 
                of a registered representative, affiliated or 
                associated with, the covered financial institution at 
                the time of the disclosure; and
                    (B) before the time of the disclosure, the covered 
                financial institution provided the training described 
                in section 1092 to each individual described in section 
                1092(a).

SEC. 1092. TRAINING REQUIRED.

    (a) In General.--A covered financial institution may provide 
training described in subsection (b)(1) to each officer or employee of, 
or registered representative affiliated or associated with, the covered 
financial institution who--
            (1) is described in section 1091(b)(1)(A);
            (2) may come into contact with a senior citizen as a 
        regular part of the duties of the officer, employee, or 
        registered representative; or
            (3) may review or approve the financial documents, records, 
        or transactions of a senior citizen in connection with 
        providing financial services to a senior citizen.
    (b) Training.--
            (1) In general.--The training described in this paragraph 
        shall--
                    (A) instruct any individual attending the training 
                on how to identify and report the suspected 
                exploitation of a senior citizen;
                    (B) discuss the need to protect the privacy and 
                respect the integrity of each individual customer of a 
                covered financial institution; and
                    (C) be appropriate to the job responsibilities of 
                the individual attending the training.
            (2) Timing.--The training required under subsection (a) 
        shall be provided as soon as reasonably practicable but not 
        later than 1 year after the date on which an officer, employee, 
        or registered representative begins employment with or becomes 
        affiliated or associated with the covered financial 
        institution.
            (3) Bank secrecy act officer.--An individual who is 
        designated as a compliance officer under an anti-money 
        laundering program established pursuant to section 5318(h) of 
        title 31, United States Code, shall be deemed to have received 
        the training described under this subsection.

SEC. 1093. RELATIONSHIP TO STATE LAW.

     Nothing in this Act shall be construed to preempt or limit any 
provision of State law, except only to the extent that section 1091 
provides a greater level of protection against liability to an 
individual described in section 1091(b)(1) or to a covered financial 
institution described in section 1091(b)(2) than is provided under 
State law.

       Subtitle S--National Securities Exchange Regulatory Parity

SEC. 1096. APPLICATION OF EXEMPTION.

    Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(1)), as amended by section 1056(b) of this Act, is further 
amended--
            (1) by striking subparagraph (A);
            (2) in subparagraph (B), by striking ``that the Commission 
        determines by rule (on its own initiative or on the basis of a 
        petition) are substantially similar to the listing standards 
        applicable to securities described in subparagraph (A)'' and 
        inserting ``that have been approved by the Commission'';
            (3) in subparagraph (C), by striking ``or (B)''; and
            (4) by redesignating subparagraphs (B), (C), and (D) as 
        subparagraphs (A), (B), and (C), respectively.

  TITLE XI--REGULATORY RELIEF FOR MAIN STREET AND COMMUNITY FINANCIAL 
                              INSTITUTIONS

         Subtitle A--Preserving Access to Manufactured Housing

SEC. 1101. MORTGAGE ORIGINATOR DEFINITION.

    Section 103 of the Truth in Lending Act (15 U.S.C. 1602) is 
amended--
            (1) by redesignating the second subsection (cc) and 
        subsection (dd) as subsections (dd) and (ee), respectively; and
            (2) in paragraph (2)(C) of subsection (dd), as so 
        redesignated, by striking ``an employee of a retailer of 
        manufactured homes who is not described in clause (i) or (iii) 
        of subparagraph (A) and who does not advise a consumer on loan 
        terms (including rates, fees, and other costs)'' and inserting 
        ``a retailer of manufactured or modular homes or its employees 
        unless such retailer or its employees receive compensation or 
        gain for engaging in activities described in subparagraph (A) 
        that is in excess of any compensation or gain received in a 
        comparable cash transaction''.

SEC. 1102. HIGH-COST MORTGAGE DEFINITION.

    Section 103 of the Truth in Lending Act (15 U.S.C. 1602), as 
amended by section 1101, is further amended--
            (1) by redesignating subsection (aa) (relating to 
        disclosure of greater amount or percentage), as so designated 
        by section 1100A of the Consumer Financial Protection Act of 
        2010, as subsection (bb);
            (2) by redesignating subsection (bb) (relating to high cost 
        mortgages), as so designated by section 1100A of the Consumer 
        Financial Protection Act of 2010, as subsection (aa), and 
        moving such subsection to immediately follow subsection (z); 
        and
            (3) in subsection (aa)(1)(A), as so redesignated--
                    (A) in clause (i)(I), by striking ``(8.5 percentage 
                points, if the dwelling is personal property and the 
                transaction is for less than $50,000)'' and inserting 
                ``(10 percentage points if the dwelling is personal 
                property or is a transaction that does not include the 
                purchase of real property on which a dwelling is to be 
                placed, and the transaction is for less than $75,000 
                (as such amount is adjusted by the Consumer Financial 
                Opportunity Commission to reflect the change in the 
                Consumer Price Index))''; and
                    (B) in clause (ii)--
                            (i) in subclause (I), by striking ``or'' at 
                        the end; and
                            (ii) by adding at the end the following:
                                    ``(III) in the case of a 
                                transaction for less than $75,000 (as 
                                such amount is adjusted by the Consumer 
                                Financial Opportunity Commission to 
                                reflect the change in the Consumer 
                                Price Index) in which the dwelling is 
                                personal property (or is a consumer 
                                credit transaction that does not 
                                include the purchase of real property 
                                on which a dwelling is to be placed) 
                                the greater of 5 percent of the total 
                                transaction amount or $3,000 (as such 
                                amount is adjusted by the Consumer 
                                Financial Opportunity Commission to 
                                reflect the change in the Consumer 
                                Price Index); or''.

                      Subtitle B--Mortgage Choice

SEC. 1106. DEFINITION OF POINTS AND FEES.

    (a) Amendment to Section 103 of TILA.--Paragraph (4) of section 
103(aa) of the Truth in Lending Act, as redesignated by section 1102, 
is amended--
            (1) by striking ``paragraph (1)(B)'' and inserting 
        ``paragraph (1)(A) and section 129C'';
            (2) in subparagraph (C)--
                    (A) by inserting ``and insurance'' after ``taxes'';
                    (B) in clause (ii), by inserting ``, except as 
                retained by a creditor or its affiliate as a result of 
                their participation in an affiliated business 
                arrangement (as defined in section 3(7) of the Real 
                Estate Settlement Procedures Act of 1974 (12 U.S.C. 
                2602(7))'' after ``compensation''; and
                    (C) by striking clause (iii) and inserting the 
                following:
                    ``(iii) the charge is--
                            ``(I) a bona fide third-party charge not 
                        retained by the mortgage originator, creditor, 
                        or an affiliate of the creditor or mortgage 
                        originator; or
                            ``(II) a charge set forth in section 
                        106(e)(1);''; and
            (3) in subparagraph (D)--
                    (A) by striking ``accident,''; and
                    (B) by striking ``or any payments'' and inserting 
                ``and any payments''.
    (b) Amendment to Section 129C of TILA.--Section 129C of the Truth 
in Lending Act (15 U.S.C. 1639c) is amended--
            (1) in subsection (a)(5)(C), by striking ``103'' and all 
        that follows through ``or mortgage originator'' and inserting 
        ``103(aa)(4)''; and
            (2) in subsection (b)(2)(C)(i), by striking ``103'' and all 
        that follows through ``or mortgage originator)'' and inserting 
        ``103(aa)(4)''.

         Subtitle C--Financial Institution Customer Protection

SEC. 1111. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMINATION REQUESTS AND 
              ORDERS.

    (a) Termination Requests or Orders Must Be Material.--
            (1) In general.--An appropriate Federal banking agency may 
        not formally or informally request or order a depository 
        institution to terminate a specific customer account or group 
        of customer accounts or to otherwise restrict or discourage a 
        depository institution from entering into or maintaining a 
        banking relationship with a specific customer or group of 
        customers unless--
                    (A) the agency has a material reason for such 
                request or order; and
                    (B) such reason is not based solely on reputation 
                risk.
            (2) Treatment of national security threats.--If an 
        appropriate Federal banking agency believes a specific customer 
        or group of customers is, or is acting as a conduit for, an 
        entity which--
                    (A) poses a threat to national security;
                    (B) is involved in terrorist financing;
                    (C) is an agency of the government of Iran, North 
                Korea, Syria, or any country listed from time to time 
                on the State Sponsors of Terrorism list;
                    (D) is located in, or is subject to the 
                jurisdiction of, any country specified in subparagraph 
                (C); or
                    (E) does business with any entity described in 
                subparagraph (C) or (D), unless the appropriate Federal 
                banking agency determines that the customer or group of 
                customers has used due diligence to avoid doing 
                business with any entity described in subparagraph (C) 
                or (D),
        such belief shall satisfy the requirement under paragraph (1).
    (b) Notice Requirement.--
            (1) In general.--If an appropriate Federal banking agency 
        formally or informally requests or orders a depository 
        institution to terminate a specific customer account or a group 
        of customer accounts, the agency shall--
                    (A) provide such request or order to the 
                institution in writing; and
                    (B) accompany such request or order with a written 
                justification for why such termination is needed, 
                including any specific laws or regulations the agency 
                believes are being violated by the customer or group of 
                customers, if any.
            (2) Justification requirement.--A justification described 
        under paragraph (1)(B) may not be based solely on the 
        reputation risk to the depository institution.
    (c) Customer Notice.--
            (1) Notice required.--Except as provided under paragraph 
        (2), if an appropriate Federal banking agency orders a 
        depository institution to terminate a specific customer account 
        or a group of customer accounts, the depository institution 
        shall inform the customer or customers of the justification for 
        the customer's account termination described under subsection 
        (b).
            (2) Notice prohibited in cases of national security.--If an 
        appropriate Federal banking agency requests or orders a 
        depository institution to terminate a specific customer account 
        or a group of customer accounts based on a belief that the 
        customer or customers pose a threat to national security, or 
        are otherwise described under subsection (a)(2), neither the 
        depository institution nor the appropriate Federal banking 
        agency may inform the customer or customers of the 
        justification for the customer's account termination.
    (d) Reporting Requirement.--Each appropriate Federal banking agency 
shall issue an annual report to the Congress stating--
            (1) the aggregate number of specific customer accounts that 
        the agency requested or ordered a depository institution to 
        terminate during the previous year; and
            (2) the legal authority on which the agency relied in 
        making such requests and orders and the frequency on which the 
        agency relied on each such authority.
    (e) Definitions.--For purposes of this section:
            (1) Appropriate federal banking agency.--The term 
        ``appropriate Federal banking agency'' means--
                    (A) the appropriate Federal banking agency, as 
                defined under section 3 of the Federal Deposit 
                Insurance Act (12 U.S.C. 1813); and
                    (B) the National Credit Union Administration, in 
                the case of an insured credit union.
            (2) Depository institution.--The term ``depository 
        institution'' means--
                    (A) a depository institution, as defined under 
                section 3 of the Federal Deposit Insurance Act (12 
                U.S.C. 1813); and
                    (B) an insured credit union.

SEC. 1112. AMENDMENTS TO THE FINANCIAL INSTITUTIONS REFORM, RECOVERY, 
              AND ENFORCEMENT ACT OF 1989.

    Section 951 of the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989 (12 U.S.C. 1833a) is amended--
            (1) in subsection (c)(2), by striking ``affecting a 
        federally insured financial institution'' and inserting 
        ``against a federally insured financial institution or by a 
        federally insured financial institution against an unaffiliated 
        third person''; and
            (2) in subsection (g)--
                    (A) in the heading, by striking ``Subpoenas'' and 
                inserting ``Investigations''; and
                    (B) by amending paragraph (1)(C) to read as 
                follows:
                    ``(C) summon witnesses and require the production 
                of any books, papers, correspondence, memoranda, or 
                other records which the Attorney General deems relevant 
                or material to the inquiry, if the Attorney General--
                            ``(i) requests a court order from a court 
                        of competent jurisdiction for such actions and 
                        offers specific and articulable facts showing 
                        that there are reasonable grounds to believe 
                        that the information or testimony sought is 
                        relevant and material for conducting an 
                        investigation under this section; or
                            ``(ii) either personally or through 
                        delegation no lower than the Deputy Attorney 
                        General, issues and signs a subpoena for such 
                        actions and such subpoena is supported by 
                        specific and articulable facts showing that 
                        there are reasonable grounds to believe that 
                        the information or testimony sought is relevant 
                        for conducting an investigation under this 
                        section.''.

           Subtitle D--Portfolio Lending and Mortgage Access

SEC. 1116. SAFE HARBOR FOR CERTAIN LOANS HELD ON PORTFOLIO.

    (a) In General.--Section 129C of the Truth in Lending Act (15 
U.S.C. 1639c) is amended by adding at the end the following:
    ``(j) Safe Harbor for Certain Loans Held on Portfolio.--
            ``(1) Safe harbor for creditors that are depository 
        institutions.--
                    ``(A) In general.--A creditor that is a depository 
                institution shall not be subject to suit for failure to 
                comply with subsection (a), (c)(1), or (f)(2) of this 
                section or section 129H with respect to a residential 
                mortgage loan, and the banking regulators shall treat 
                such loan as a qualified mortgage, if--
                            ``(i) the creditor has, since the 
                        origination of the loan, held the loan on the 
                        balance sheet of the creditor; and
                            ``(ii) all prepayment penalties with 
                        respect to the loan comply with the limitations 
                        described under subsection (c)(3).
                    ``(B) Exception for certain transfers.--In the case 
                of a depository institution that transfers a loan 
                originated by that institution to another depository 
                institution by reason of the bankruptcy or failure of 
                the originating depository institution or the purchase 
                of the originating depository institution, the 
                depository institution transferring such loan shall be 
                deemed to have complied with the requirement under 
                subparagraph (A)(i).
            ``(2) Safe harbor for mortgage originators.--A mortgage 
        originator shall not be subject to suit for a violation of 
        section 129B(c)(3)(B) for steering a consumer to a residential 
        mortgage loan if--
                    ``(A) the creditor of such loan is a depository 
                institution and has informed the mortgage originator 
                that the creditor intends to hold the loan on the 
                balance sheet of the creditor for the life of the loan; 
                and
                    ``(B) the mortgage originator informs the consumer 
                that the creditor intends to hold the loan on the 
                balance sheet of the creditor for the life of the loan.
            ``(3) Definitions.--For purposes of this subsection:
                    ``(A) Banking regulators.--The term `banking 
                regulators' means the Federal banking agencies, the 
                Consumer Financial Opportunity Commission, and the 
                National Credit Union Administration.
                    ``(B) Depository institution.--The term `depository 
                institution' has the meaning given that term under 
                section 19(b)(1) of the Federal Reserve Act (12 U.S.C. 
                505(b)(1)).
                    ``(C) Federal banking agencies.--The term `Federal 
                banking agencies' has the meaning given that term under 
                section 3 of the Federal Deposit Insurance Act.''.
    (b) Rule of Construction.--Nothing in the amendment made by this 
section may be construed as preventing a balloon loan from qualifying 
for the safe harbor provided under section 129C(j) of the Truth in 
Lending Act if the balloon loan otherwise meets all of the requirements 
under such subsection (j), regardless of whether the balloon loan meets 
the requirements described under clauses (i) through (iv) of section 
129C(b)(2)(E) of such Act.

    Subtitle E--Application of the Expedited Funds Availability Act

SEC. 1121. APPLICATION OF THE EXPEDITED FUNDS AVAILABILITY ACT.

    (a) In General.--The Expedited Funds Availability Act (12 U.S.C. 
4001 et seq.) is amended--
            (1) in section 602(20) (12 U.S.C. 4001(20)) by inserting 
        ``, located in the United States,'' after ``ATM'';
            (2) in section 602(21) (12 U.S.C. 4001(21)) by inserting 
        ``American Samoa, the Commonwealth of the Northern Mariana 
        Islands,'' after ``Puerto Rico,'';
            (3) in section 602(23) (12 U.S.C. 4001(23)) by inserting 
        ``American Samoa, the Commonwealth of the Northern Mariana 
        Islands,'' after ``Puerto Rico,''; and
            (4) in section 603(d)(2)(A) (12 U.S.C. 4002(d)(2)(A)), by 
        inserting ``American Samoa, the Commonwealth of the Northern 
        Mariana Islands,'' after ``Puerto Rico,''.
    (b) Effective Date.--This section shall take effect on January 1, 
2017.

        Subtitle F--Small Bank Holding Company Policy Statement

SEC. 1126. CHANGES REQUIRED TO SMALL BANK HOLDING COMPANY POLICY 
              STATEMENT ON ASSESSMENT OF FINANCIAL AND MANAGERIAL 
              FACTORS.

    (a) In General.--Before the end of the 6-month period beginning on 
the date of the enactment of this Act, the Board of Governors of the 
Federal Reserve System shall revise the Small Bank Holding Company 
Policy Statement on Assessment of Financial and Managerial Factors (12 
C.F.R. part 225--appendix C) to raise the consolidated asset threshold 
under such policy statement from $1,000,000,000 (as adjusted by Public 
Law 113-250) to $5,000,000,000.
    (b) Conforming Amendment.--Subparagraph (C) of section 171(b)(5) of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 
U.S.C. 5371(b)(5)) is amended to read as follows:
                    ``(C) any bank holding company or savings and loan 
                holding company that is subject to the application of 
                the Small Bank Holding Company Policy Statement on 
                Assessment of Financial and Managerial Factors of the 
                Board of Governors (12 C.F.R. part 225--appendix C).''.

           Subtitle G--Community Institution Mortgage Relief

SEC. 1131. COMMUNITY FINANCIAL INSTITUTION MORTGAGE RELIEF.

    (a) Exemption From Escrow Requirements for Loans Held by Smaller 
Creditors.--Section 129D of the Truth in Lending Act (15 U.S.C. 1639d) 
is amended--
            (1) by adding at the end the following:
    ``(k) Safe Harbor for Loans Held by Smaller Creditors.--
            ``(1) In general.--A creditor shall not be in violation of 
        subsection (a) with respect to a loan if--
                    ``(A) the creditor has consolidated assets of 
                $10,000,000,000 or less; and
                    ``(B) the creditor holds the loan on the balance 
                sheet of the creditor for the 3-year period beginning 
                on the date of the origination of the loan.
            ``(2) Exception for certain transfers.--In the case of a 
        creditor that transfers a loan to another person by reason of 
        the bankruptcy or failure of the creditor, the purchase of the 
        creditor, or a supervisory act or recommendation from a State 
        or Federal regulator, the creditor shall be deemed to have 
        complied with the requirement under paragraph (1)(B).''; and
            (2) by striking the term ``Board'' each place such term 
        appears and inserting ``Consumer Financial Opportunity 
        Commission''.
    (b) Modification to Exemption for Small Servicers of Mortgage 
Loans.--Section 6 of the Real Estate Settlement Procedures Act of 1974 
(12 U.S.C. 2605) is amended by adding at the end the following:
    ``(n) Small Servicer Exemption.--The Consumer Financial Opportunity 
Commission shall, by regulation, provide exemptions to, or adjustments 
for, the provisions of this section for a servicer that annually 
services 20,000 or fewer mortgage loans, in order to reduce regulatory 
burdens while appropriately balancing consumer protections.''.

   Subtitle H--Financial Institutions Examination Fairness and Reform

SEC. 1136. TIMELINESS OF EXAMINATION REPORTS.

    (a) In General.--The Federal Financial Institutions Examination 
Council Act of 1978 (12 U.S.C. 3301 et seq.) is amended by adding at 
the end the following:

``SEC. 1012. TIMELINESS OF EXAMINATION REPORTS.

    ``(a) In General.--
            ``(1) Final examination report.--A Federal financial 
        institutions regulatory agency shall provide a final 
        examination report to a financial institution not later than 60 
        days after the later of--
                    ``(A) the exit interview for an examination of the 
                institution; or
                    ``(B) the provision of additional information by 
                the institution relating to the examination.
            ``(2) Exit interview.--If a financial institution is not 
        subject to a resident examiner program, the exit interview 
        shall occur not later than the end of the 9-month period 
        beginning on the commencement of the examination, except that 
        such period may be extended by the Federal financial 
        institutions regulatory agency by providing written notice to 
        the institution and the Independent Examination Review Director 
        describing with particularity the reasons that a longer period 
        is needed to complete the examination.
    ``(b) Examination Materials.--Upon the request of a financial 
institution, the Federal financial institutions regulatory agency shall 
include with the final report an appendix listing all examination or 
other factual information relied upon by the agency in support of a 
material supervisory determination.

``SEC. 1013. EXAMINATION STANDARDS.

    ``(a) In General.--In the examination of a financial institution--
            ``(1) a commercial loan shall not be placed in non-accrual 
        status solely because the collateral for such loan has 
        deteriorated in value;
            ``(2) a modified or restructured commercial loan shall be 
        removed from non-accrual status if the borrower demonstrates 
        the ability to perform on such loan over a maximum period of 6 
        months, except that with respect to loans on a quarterly, 
        semiannual, or longer repayment schedule such period shall be a 
        maximum of 3 consecutive repayment periods;
            ``(3) a new appraisal on a performing commercial loan shall 
        not be required unless an advance of new funds is involved; and
            ``(4) in classifying a commercial loan in which there has 
        been deterioration in collateral value, the amount to be 
        classified shall be the portion of the deficiency relating to 
        the decline in collateral value and repayment capacity of the 
        borrower.
    ``(b) Well Capitalized Institutions.--The Federal financial 
institutions regulatory agencies may not require a financial 
institution that is well capitalized to raise additional capital in 
lieu of an action prohibited under subsection (a).
    ``(c) Consistent Loan Classifications.--The Federal financial 
institutions regulatory agencies shall develop and apply identical 
definitions and reporting requirements for non-accrual loans.

``SEC. 1014. OFFICE OF INDEPENDENT EXAMINATION REVIEW.

    ``(a) Establishment.--There is established in the Council an Office 
of Independent Examination Review (the `Office').
    ``(b) Head of Office.--There is established the position of the 
Independent Examination Review Director (the `Director'), as the head 
of the Office. The Director shall be appointed by the Council and shall 
be independent from any member agency of the Council.
    ``(c) Staffing.--The Director is authorized to hire staff to 
support the activities of the Office.
    ``(d) Duties.--The Director shall--
            ``(1) receive and, at the Director's discretion, 
        investigate complaints from financial institutions, their 
        representatives, or another entity acting on behalf of such 
        institutions, concerning examinations, examination practices, 
        or examination reports;
            ``(2) hold meetings, at least once every three months and 
        in locations designed to encourage participation from all 
        sections of the United States, with financial institutions, 
        their representatives, or another entity acting on behalf of 
        such institutions, to discuss examination procedures, 
        examination practices, or examination policies;
            ``(3) review examination procedures of the Federal 
        financial institutions regulatory agencies to ensure that the 
        written examination policies of those agencies are being 
        followed in practice and adhere to the standards for 
        consistency established by the Council;
            ``(4) conduct a continuing and regular review of 
        examination quality assurance for all examination types 
        conducted by the Federal financial institutions regulatory 
        agencies;
            ``(5) adjudicate any supervisory appeal initiated under 
        section 1015; and
            ``(6) report annually to the Committee on Financial 
        Services of the House of Representatives, the Committee on 
        Banking, Housing, and Urban Affairs of the Senate, and the 
        Council, on the reviews carried out pursuant to paragraphs (3) 
        and (4), including compliance with the requirements set forth 
        in section 1012 regarding timeliness of examination reports, 
        and the Council's recommendations for improvements in 
        examination procedures, practices, and policies.
    ``(e) Confidentiality.--The Director shall keep confidential all 
meetings with, discussions with, and information provided by financial 
institutions.

``SEC. 1015. RIGHT TO INDEPENDENT REVIEW OF MATERIAL SUPERVISORY 
              DETERMINATIONS.

    ``(a) In General.--A financial institution shall have the right to 
obtain an independent review of a material supervisory determination 
contained in a final report of examination.
    ``(b) Notice.--
            ``(1) Timing.--A financial institution seeking review of a 
        material supervisory determination under this section shall 
        file a written notice with the Independent Examination Review 
        Director (the `Director') within 60 days after receiving the 
        final report of examination that is the subject of such review.
            ``(2) Identification of determination.--The written notice 
        shall identify the material supervisory determination that is 
        the subject of the independent examination review, and a 
        statement of the reasons why the institution believes that the 
        determination is incorrect or should otherwise be modified.
            ``(3) Information to be provided to institution.--Any 
        information relied upon by the agency in the final report that 
        is not in the possession of the financial institution may be 
        requested by the financial institution and shall be delivered 
        promptly by the agency to the financial institution.
    ``(c) Right to Hearing.--
            ``(1) In general.--The Director shall determine the merits 
        of the appeal on the record or, at the financial institution's 
        election, shall refer the appeal to an Administrative Law Judge 
        to conduct a confidential hearing pursuant to the procedures 
        set forth under sections 556 and 557 of title 5, United States 
        Code, which hearing shall take place not later than 60 days 
        after the petition for review was received by the Director, and 
        to issue a proposed decision to the Director based upon the 
        record established at such hearing.
            ``(2) Standard of review.--In rendering a determination or 
        recommendation under this subsection, neither the 
        Administrative Law Judge nor the Director shall defer to the 
        opinions of the examiner or agency, but shall conduct a de novo 
        review to independently determine the appropriateness of the 
        agency's decision based upon the relevant statutes, 
        regulations, and other appropriate guidance, as well as 
        evidence adduced at any hearing.
    ``(d) Final Decision.--A decision by the Director on an independent 
review under this section shall--
            ``(1) be made not later than 60 days after the record has 
        been closed; and
            ``(2) be deemed final agency action and shall bind the 
        agency whose supervisory determination was the subject of the 
        review and the financial institution requesting the review.
    ``(e) Right to Judicial Review.--A financial institution shall have 
the right to petition for review of final agency action under this 
section by filing a Petition for Review within 60 days of the 
Director's decision in the United States Court of Appeals for the 
District of Columbia Circuit or the Circuit in which the financial 
institution is located.
    ``(f) Report.--The Director shall report annually to the Committee 
on Financial Services of the House of Representatives and the Committee 
on Banking, Housing, and Urban Affairs of the Senate on actions taken 
under this section, including the types of issues that the Director has 
reviewed and the results of those reviews. In no case shall such a 
report contain information about individual financial institutions or 
any confidential or privileged information shared by financial 
institutions.
    ``(g) Retaliation Prohibited.--A Federal financial institutions 
regulatory agency may not--
            ``(1) retaliate against a financial institution, including 
        service providers, or any institution-affiliated party (as 
        defined under section 3 of the Federal Deposit Insurance Act), 
        for exercising appellate rights under this section; or
            ``(2) delay or deny any agency action that would benefit a 
        financial institution or any institution-affiliated party on 
        the basis that an appeal under this section is pending under 
        this section.
    ``(h) Rule of Construction.--Nothing in this section may be 
construed--
            ``(1) to affect the right of a Federal financial 
        institutions regulatory agency to take enforcement or other 
        supervisory actions related to a material supervisory 
        determination under review under this section; or
            ``(2) to prohibit the review under this section of a 
        material supervisory determination with respect to which there 
        is an ongoing enforcement or other supervisory action.''.
    (b) Additional Amendments.--
            (1) Riegle community development and regulatory improvement 
        act of 1994.--Section 309 of the Riegle Community Development 
        and Regulatory Improvement Act of 1994 (12 U.S.C. 4806) is 
        amended--
                    (A) in subsection (a), by inserting after 
                ``appropriate Federal banking agency'' the following: 
                ``, the Consumer Financial Opportunity Commission,'';
                    (B) in subsection (b)--
                            (i) in paragraph (2), by striking ``the 
                        appellant from retaliation by agency 
                        examiners'' and inserting ``the insured 
                        depository institution or insured credit union 
                        from retaliation by the agencies referred to in 
                        subsection (a)''; and
                            (ii) by adding at the end the following 
                        flush-left text:
``For purposes of this subsection and subsection (e), retaliation 
includes delaying consideration of, or withholding approval of, any 
request, notice, or application that otherwise would have been 
approved, but for the exercise of the institution's or credit union's 
rights under this section.'';
                    (C) in subsection (e)(2)--
                            (i) in subparagraph (B), by striking 
                        ``and'' at the end;
                            (ii) in subparagraph (C), by striking the 
                        period and inserting ``; and''; and
                            (iii) by adding at the end the following:
                    ``(D) ensure that appropriate safeguards exist for 
                protecting the insured depository institution or 
                insured credit union from retaliation by any agency 
                referred to in subsection (a) for exercising its rights 
                under this subsection.''; and
                    (D) in subsection (f)(1)(A)--
                            (i) in clause (ii), by striking ``and'' at 
                        the end;
                            (ii) in clause (iii), by striking ``and'' 
                        at the end; and
                            (iii) by adding at the end the following:
                            ``(iv) any issue specifically listed in an 
                        exam report as a matter requiring attention by 
                        the institution's management or board of 
                        directors; and
                            ``(v) any suspension or removal of an 
                        institution's status as eligible for expedited 
                        processing of applications, requests, notices, 
                        or filings on the grounds of a supervisory or 
                        compliance concern, regardless of whether that 
                        concern has been cited as a basis for another 
                        material supervisory determination or matter 
                        requiring attention in an examination report, 
                        provided that the conduct at issue did not 
                        involve violation of any criminal law; and''.
            (2) Federal credit union act.--Section 205(j) of the 
        Federal Credit Union Act (12 U.S.C. 1785(j)) is amended by 
        inserting ``the Consumer Financial Opportunity Commission,'' 
        before ``the Administration'' each place such term appears.
            (3) Federal financial institutions examination council act 
        of 1978.--The Federal Financial Institutions Examination 
        Council Act of 1978 (12 U.S.C. 3301 et seq.) is amended--
                    (A) in section 1003, by amending paragraph (1) to 
                read as follows:
            ``(1) the term `Federal financial institutions regulatory 
        agencies'--
                    ``(A) means the Office of the Comptroller of the 
                Currency, the Board of Governors of the Federal Reserve 
                System, the Federal Deposit Insurance Corporation, and 
                the National Credit Union Administration; and
                    ``(B) for purposes of sections 1012, 1013, 1014, 
                and 1015, includes the Consumer Financial Opportunity 
                Commission;''; and
                    (B) in section 1005, by striking ``One-fifth'' and 
                inserting ``One-fourth''.

  Subtitle I--National Credit Union Administration Budget Transparency

SEC. 1141. BUDGET TRANSPARENCY FOR THE NCUA.

    Section 209(b) of the Federal Credit Union Act (12 U.S.C. 1789) is 
amended--
            (1) by redesignating paragraphs (1) and (2) as paragraphs 
        (2) and (3), respectively;
            (2) by inserting before paragraph (2), as so redesignated, 
        the following:
            ``(1) on an annual basis and prior to the submission of the 
        detailed business-type budget required under paragraph (2)--
                    ``(A) make publicly available and cause to be 
                printed in the Federal Register a draft of such 
                detailed business-type budget; and
                    ``(B) hold a public hearing, with public notice 
                provided of such hearing, wherein the public can submit 
                comments on the draft of such detailed business-type 
                budget;''; and
            (3) in paragraph (2), as so redesignated--
                    (A) by inserting ``detailed'' after ``submit a''; 
                and
                    (B) by inserting ``, and where such budget shall 
                address any comments submitted by the public pursuant 
                to paragraph (1)(B)'' after ``Control Act''.

   Subtitle J--Taking Account of Institutions With Low Operation Risk

SEC. 1146. REGULATIONS APPROPRIATE TO BUSINESS MODELS.

    (a) In General.--For any regulatory action occurring subsequent to 
enactment of this section, and notwithstanding any other provision of 
law, the Federal financial institutions regulatory agencies shall--
            (1) take into consideration the risk profile and business 
        models of the various institutions or classes of institutions 
        subject to the regulatory action;
            (2) determine the necessity, appropriateness, and impact of 
        applying such regulatory action to such institutions or classes 
        of institutions; and
            (3) tailor such regulatory action applicable to such 
        institutions or class of institutions in a manner that limits 
        the regulatory compliance impact, cost, liability risk, and 
        other burdens as is appropriate for the risk profile and 
        business model involved.
    (b) Other Considerations.--In satisfying the requirements of 
subsection (a) and when implementing such regulatory action, the 
Federal financial institutions regulatory agencies shall also 
consider--
            (1) the impact that such regulatory action, both by itself 
        and in conjunction with the aggregate effect of other 
        regulations, has on the ability of the institution or class of 
        institutions to flexibly serve evolving and diverse customer 
        needs;
            (2) the potential unintended impact of examination manuals 
        or other regulatory directives that work in conflict with the 
        tailoring of such regulatory action described in subsection 
        (a)(3); and
            (3) the underlying policy objectives of the regulatory 
        action and statutory scheme involved.
    (c) Notice of Proposed and Final Rulemaking.--The Federal financial 
institutions regulatory agencies shall disclose in every notice of 
proposed rulemaking and in any final rulemaking for a regulatory action 
how the agency has applied subsections (a) and (b).
    (d) Reports to Congress.--
            (1) Individual agency reports.--
                    (A) In general.--The Federal financial institutions 
                regulatory agencies shall individually report to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, Housing, 
                and Urban Affairs of the Senate, within twelve months 
                of enactment of this section and annually thereafter, 
                on the specific actions taken to tailor the agency's 
                regulatory actions pursuant to the requirements of this 
                section.
                    (B) Appearance before the committees.--The head of 
                each Federal financial institution regulatory agency 
                shall appear before the Committee on Financial Services 
                of the House of Representatives and the Committee on 
                Banking, Housing, and Urban Affairs of the Senate after 
                each report is made pursuant to subparagraph (A), to 
                testify on the contents of such report.
            (2) FIEC reports.--
                    (A) In general.--The Financial Institutions 
                Examination Council shall report to the Committee on 
                Financial Services of the House of Representatives and 
                the Committee on Banking, Housing, and Urban Affairs of 
                the Senate, within three months after the reports 
                required under paragraph (1)--
                            (i) on the extent to which regulatory 
                        actions tailored pursuant to this section 
                        result in differential regulation of similarly-
                        situated institutions of diverse charter types 
                        with respect to comparable regulations; and
                            (ii) the reasons for such differential 
                        treatment.
                    (B) Appearance before the committees.--The Chairman 
                of the Financial Institutions Examination Council shall 
                appear before the Committee on Financial Services of 
                the House of Representatives and the Committee on 
                Banking, Housing, and Urban Affairs of the Senate after 
                each report is made pursuant to subparagraph (A), to 
                testify on the contents of such report.
    (e) Limited Look-Back Application.--The Federal financial 
institutions regulatory agencies shall conduct a review of all 
regulations adopted during the period beginning on the date that is 
five years before the date of the introduction of this Act in the House 
of Representatives and ending on the date of the enactment of this Act 
and apply the requirements of this section to such regulations. If the 
application of the requirements of this section to any such regulation 
requires such regulation to be revised, the agency shall revise such 
regulation within three years of the enactment of this section.
    (f) Definitions.--For purposes of this section, the following 
definitions shall apply:
            (1) Federal financial institutions regulatory agencies.--
        The term ``Federal financial institutions regulatory agencies'' 
        means the Office of the Comptroller of the Currency, the Board 
        of Governors of the Federal Reserve System, the Federal Deposit 
        Insurance Corporation, the National Credit Union 
        Administration, and the Consumer Financial Opportunity 
        Commission.
            (2) Regulatory action.--The term ``regulatory action'' 
        means any proposed, interim, or final rule or regulation, 
        guidance, or published interpretation.

      Subtitle K--Federal Savings Association Charter Flexibility

SEC. 1151. OPTION FOR FEDERAL SAVINGS ASSOCIATIONS TO OPERATE AS A 
              COVERED SAVINGS ASSOCIATION.

    The Home Owners' Loan Act is amended by inserting after section 5 
(12 U.S.C. 1464) the following:

``SEC. 5A. ELECTION TO OPERATE AS A COVERED SAVINGS ASSOCIATION.

    ``(a) Definition.--In this section, the term `covered savings 
association' means a Federal savings association that makes an election 
approved under subsection (b).
    ``(b) Election.--
            ``(1) In general.--Upon issuance of the rules described in 
        subsection (f), a Federal savings association may elect to 
        operate as a covered savings association by submitting a notice 
        to the Comptroller of such election.
            ``(2) Approval.--A Federal savings association shall be 
        deemed to be approved to operate as a covered savings 
        association on the date that is 60 days after the date on which 
        the Comptroller receives the notice under paragraph (1), unless 
        the Comptroller notifies the Federal savings association 
        otherwise.
    ``(c) Rights and Duties.--Notwithstanding any other provision of 
law and except as otherwise provided in this section, a covered savings 
association shall--
            ``(1) have the same rights and privileges as a national 
        bank that has its main office situated in the same location as 
        the home office of the covered savings association; and
            ``(2) be subject to the same duties, restrictions, 
        penalties, liabilities, conditions, and limitations that would 
        apply to such a national bank.
    ``(d) Treatment of Covered Savings Associations.--A covered savings 
association shall be treated as a Federal savings association for the 
purposes--
            ``(1) of governance of the covered savings association, 
        including incorporation, bylaws, boards of directors, 
        shareholders, and distribution of dividends;
            ``(2) of consolidation, merger, dissolution, conversion 
        (including conversion to a stock bank or to another charter), 
        conservatorship, and receivership; and
            ``(3) determined by regulation of the Comptroller.
    ``(e) Existing Branches.--A covered savings association may 
continue to operate any branch or agency the covered savings 
association operated on the date on which an election under subsection 
(b) is approved.
    ``(f) Rulemaking.--The Comptroller shall issue rules to carry out 
this section--
            ``(1) that establish streamlined standards and procedures 
        that clearly identify required documentation or timelines for 
        an election under subsection (b);
            ``(2) that require a Federal savings association that makes 
        an election under subsection (b) to identify specific assets 
        and subsidiaries--
                    ``(A) that do not conform to the requirements for 
                assets and subsidiaries of a national bank; and
                    ``(B) that are held by the Federal savings 
                association on the date on which the Federal savings 
                association submits a notice of such election;
            ``(3) that establish--
                    ``(A) a transition process for bringing such assets 
                and subsidiaries into conformance with the requirements 
                for a national bank; and
                    ``(B) procedures for allowing the Federal savings 
                association to provide a justification for 
                grandfathering such assets and subsidiaries after 
                electing to operate as a covered savings association;
            ``(4) that establish standards and procedures to allow a 
        covered savings association to terminate an election under 
        subsection (b) after an appropriate period of time or to make a 
        subsequent election;
            ``(5) that clarify requirements for the treatment of 
        covered savings associations, including the provisions of law 
        that apply to covered savings associations; and
            ``(6) as the Comptroller deems necessary and in the 
        interests of safety and soundness.''.

                Subtitle L--SAFE Transitional Licensing

SEC. 1156. ELIMINATING BARRIERS TO JOBS FOR LOAN ORIGINATORS.

    (a) In General.--The S.A.F.E. Mortgage Licensing Act of 2008 (12 
U.S.C. 5101 et seq.) is amended by adding at the end the following:

``SEC. 1518. EMPLOYMENT TRANSITION OF LOAN ORIGINATORS.

    ``(a) Temporary Authority to Originate Loans for Loan Originators 
Moving From a Depository Institution to a Non-depository Institution.--
            ``(1) In general.--Upon employment by a State-licensed 
        mortgage company, an individual who is a registered loan 
        originator shall be deemed to have temporary authority to act 
        as a loan originator in an application State for the period 
        described in paragraph (2) if the individual--
                    ``(A) has not had an application for a loan 
                originator license denied, or had such a license 
                revoked or suspended in any governmental jurisdiction;
                    ``(B) has not been subject to or served with a 
                cease and desist order in any governmental jurisdiction 
                or as described in section 1514(c);
                    ``(C) has not been convicted of a felony that would 
                preclude licensure under the law of the application 
                State;
                    ``(D) has submitted an application to be a State-
                licensed loan originator in the application State; and
                    ``(E) was registered in the Nationwide Mortgage 
                Licensing System and Registry as a loan originator 
                during the 12-month period preceding the date of 
                submission of the information required under section 
                1505(a).
            ``(2) Period.--The period described in paragraph (1) shall 
        begin on the date that the individual submits the information 
        required under section 1505(a) and shall end on the earliest 
        of--
                    ``(A) the date that the individual withdraws the 
                application to be a State-licensed loan originator in 
                the application State;
                    ``(B) the date that the application State denies, 
                or issues a notice of intent to deny, the application;
                    ``(C) the date that the application State grants a 
                State license; or
                    ``(D) the date that is 120 days after the date on 
                which the individual submits the application, if the 
                application is listed on the Nationwide Mortgage 
                Licensing System and Registry as incomplete.
    ``(b) Temporary Authority to Originate Loans for State-licensed 
Loan Originators Moving Interstate.--
            ``(1) In general.--A State-licensed loan originator shall 
        be deemed to have temporary authority to act as a loan 
        originator in an application State for the period described in 
        paragraph (2) if the State-licensed loan originator--
                    ``(A) meets the requirements of subparagraphs (A), 
                (B), (C), and (D) of subsection (a)(1);
                    ``(B) is employed by a State-licensed mortgage 
                company in the application State; and
                    ``(C) was licensed in a State that is not the 
                application State during the 30-day period preceding 
                the date of submission of the information required 
                under section 1505(a) in connection with the 
                application submitted to the application State.
            ``(2) Period.--The period described in paragraph (1) shall 
        begin on the date that the State-licensed loan originator 
        submits the information required under section 1505(a) in 
        connection with the application submitted to the application 
        State and end on the earliest of--
                    ``(A) the date that the State-licensed loan 
                originator withdraws the application to be a State-
                licensed loan originator in the application State;
                    ``(B) the date that the application State denies, 
                or issues a notice of intent to deny, the application;
                    ``(C) the date that the application State grants a 
                State license; or
                    ``(D) the date that is 120 days after the date on 
                which the State-licensed loan originator submits the 
                application, if the application is listed on the 
                Nationwide Mortgage Licensing System and Registry as 
                incomplete.
    ``(c) Applicability.--
            ``(1) Any person employing an individual who is deemed to 
        have temporary authority to act as a loan originator in an 
        application State pursuant to this section shall be subject to 
        the requirements of this title and to applicable State law to 
        the same extent as if such individual was a State-licensed loan 
        originator licensed by the application State.
            ``(2) Any individual who is deemed to have temporary 
        authority to act as a loan originator in an application State 
        pursuant to this section and who engages in residential 
        mortgage loan origination activities shall be subject to the 
        requirements of this title and to applicable State law to the 
        same extent as if such individual was a State-licensed loan 
        originator licensed by the application State.
    ``(d) Definitions.--In this section, the following definitions 
shall apply:
            ``(1) State-licensed mortgage company.--The term `State-
        licensed mortgage company' means an entity licensed or 
        registered under the law of any State to engage in residential 
        mortgage loan origination and processing activities.
            ``(2) Application state.--The term `application State' 
        means a State in which a registered loan originator or a State-
        licensed loan originator seeks to be licensed.''.
    (b) Table of Contents Amendment.--The table of contents in section 
1(b) of the Housing and Economic Recovery Act of 2008 (42 U.S.C. 4501 
note) is amended by inserting after the item relating to section 1517 
the following:

``Sec. 1518. Employment transition of loan originators.''.
    (c) Amendment to Civil Liability of the Consumer Financial 
Opportunity Commission and Other Officials.--Section 1513 of the 
S.A.F.E. Mortgage Licensing Act of 2008 (12 U.S.C. 5112) is amended by 
striking ``are loan originators or are applying for licensing or 
registration as loan originators'' and inserting ``are applying for 
licensing or registration using the Nationwide Mortgage Licensing 
System and Registry''.

                       Subtitle M--Right to Lend

SEC. 1161. SMALL BUSINESS LOAN DATA COLLECTION REQUIREMENT.

    (a) Repeal.--Section 704B of the Equal Credit Opportunity Act (15 
U.S.C. 1691c-2) is repealed.
    (b) Conforming Amendments.--Section 701(b) of the Equal Credit 
Opportunity Act (15 U.S.C. 1691(b)) is amended--
            (1) in paragraph (3), by inserting ``or'' at the end;
            (2) in paragraph (4), by striking ``; or'' and inserting a 
        period; and
            (3) by striking paragraph (5).
    (c) Clerical Amendment.--The table of sections for title VII of the 
Consumer Credit Protection Act is amended by striking the item relating 
to section 704B.

              Subtitle N--Community Bank Reporting Relief

SEC. 1166. SHORT FORM CALL REPORT.

    (a) In General.--Section 7(a) of the Federal Deposit Insurance Act 
(12 U.S.C. 1817(a)) is amended by adding at the end the following:
            ``(12) Short form reporting.--
                    ``(A) In general.--The appropriate Federal banking 
                agencies shall issue regulations allowing for a reduced 
                reporting requirement for covered depository 
                institutions when making the first and third report of 
                condition for a year, as required pursuant to paragraph 
                (3).
                    ``(B) Covered depository institution defined.--For 
                purposes of this paragraph, the term `covered 
                depository institution' means an insured depository 
                institution that--
                            ``(i) is highly rated and well capitalized 
                        (as defined under section 38(b)); and
                            ``(ii) satisfies such other criteria as the 
                        appropriate Federal banking agencies determine 
                        appropriate.''.
    (b) Report to Congress.--Not later than 180 days after the date of 
the enactment of this Act, and every 365 days thereafter until the 
appropriate Federal banking agencies (as defined under section 3 of the 
Federal Deposit Insurance Act) have issued the regulations required 
under section 7(a)(12)(A) of the Federal Deposit Insurance Act, such 
agencies shall submit to the Committee on Financial Services of the 
House of Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate a report describing the progress made in 
issuing such regulations.

          Subtitle O--Homeowner Information Privacy Protection

SEC. 1171. STUDY REGARDING PRIVACY OF INFORMATION COLLECTED UNDER THE 
              HOME MORTGAGE DISCLOSURE ACT OF 1975.

    (a) Study.--The Comptroller General of the United States shall 
conduct a study to determine whether the data required to be published, 
made available, or disclosed under the final rule, in connection with 
other publicly available data sources, including data made publicly 
available under Regulation C (12 C.F.R. 1003) before the effective date 
of the final rule, could allow for or increase the probability of--
            (1) exposure of the identity of mortgage applicants or 
        mortgagors through reverse engineering;
            (2) exposure of mortgage applicants or mortgagors to 
        identity theft or the loss of sensitive personal financial 
        information;
            (3) the marketing or sale of unfair or deceptive financial 
        products to mortgage applicants or mortgagors based on such 
        data;
            (4) personal financial loss or emotional distress resulting 
        from the exposure of mortgage applicants or mortgagors to 
        identify theft or the loss of sensitive personal financial 
        information; and
            (5) the potential legal liability facing the Consumer 
        Financial Opportunity Commission and market participants in the 
        event the data required to be published, made available, or 
        disclosed under the final rule leads or contributes to identity 
        theft or the capture of sensitive personal financial 
        information.
    (b) Report.--The Comptroller General of the United States shall 
submit to the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and Urban 
Affairs of the Senate a report that includes--
            (1) the findings and conclusions of the Comptroller General 
        with respect to the study required under subsection (a); and
            (2) any recommendations for legislative or regulatory 
        actions that--
                    (A) would enhance the privacy of a consumer when 
                accessing mortgage credit; and
                    (B) are consistent with consumer protections and 
                safe and sound banking operations.
    (c) Suspension of Data Sharing Requirements.--Notwithstanding any 
other provision of law, including the final rule--
            (1) depository institutions shall not be required to 
        publish, disclose, or otherwise make available to the public, 
        pursuant to the Home Mortgage Disclosure Act of 1975 (or 
        regulations issued under such Act) any data that was not 
        required to be published, disclosed, or otherwise made 
        available pursuant to such Act (or regulations issued under 
        such Act) on the day before the date of the enactment of the 
        Dodd-Frank Wall Street Reform and Consumer Protection Act; and
            (2) the Consumer Financial Opportunity Commission and the 
        Financial Institutions Examination Council shall not publish, 
        disclose, or otherwise make available to the public any such 
        information received from a depository institution pursuant to 
        the final rule.
    (d) Definitions.--For purposes of this section:
            (1) Depository institution.--The term ``depository 
        institution'' has the meaning given that term under section 303 
        of the Home Mortgage Disclosure Act of 1975 (12 U.S.C. 2802).
            (2) Final rule.--The term ``final rule'' means the final 
        rule issued by the Bureau of Consumer Financial Protection 
        titled ``Home Mortgage Disclosure (Regulation C)'' (October 28, 
        2015; 80 Fed. Reg. 66128).

            Subtitle P--Home Mortgage Disclosure Adjustment

SEC. 1176. DEPOSITORY INSTITUTIONS SUBJECT TO MAINTENANCE OF RECORDS 
              AND DISCLOSURE REQUIREMENTS.

    (a) In General.--Section 304 of the Home Mortgage Disclosure Act of 
1975 (12 U.S.C. 2803) is amended--
            (1) by redesignating subsection (i) as paragraph (2) and 
        adjusting the margin appropriately; and
            (2) by inserting before such paragraph (2) the following:
    ``(i) Exemptions.--
            ``(1) In general.--With respect to a depository 
        institution, the requirements of subsections (a) and (b) shall 
        not apply--
                    ``(A) with respect to closed-end mortgage loans, if 
                such depository institution originated less than 100 
                closed-end mortgage loans in each of the two preceding 
                calendar years; and
                    ``(B) with respect to open-end lines of credit, if 
                such depository institution originated less than 200 
                open-end lines of credit in each of the two preceding 
                calendar years.''.
    (b) Technical Correction.--Section 304(i)(2) of such Act, as 
redesignated by subsection (a), is amended by striking ``section 
303(2)(A)'' and inserting ``section 303(3)(A)''.

   Subtitle Q--National Credit Union Administration Advisory Council

SEC. 1181. CREDIT UNION ADVISORY COUNCIL.

    Section 102 of the Federal Credit Union Act (12 U.S.C. 1752a) is 
amended by adding at the end the following:
    ``(g) Credit Union Advisory Council.--
            ``(1) Establishment.--The Board shall establish the Credit 
        Union Advisory Council to advise and consult with the Board in 
        the exercise of the Board's functions and to provide 
        information on emerging credit union practices, including 
        regional trends, concerns, and other relevant information.
            ``(2) Membership.--The Board shall appoint no fewer than 15 
        and no more than 20 members to the Credit Union Advisory 
        Council. In appointing such members, the Board shall include 
        members representing credit unions predominantly serving 
        traditionally underserved communities and populations and their 
        interests, without regard to party affiliation.
            ``(3) Meetings.--The Credit Union Advisory Council--
                    ``(A) shall meet from time to time at the call of 
                the Board; and
                    ``(B) shall meet at least twice each year.
            ``(4) Compensation and travel expenses.--Members of the 
        Credit Union Advisory Council who are not full-time employees 
        of the United States shall--
                    ``(A) be entitled to receive compensation at a rate 
                fixed by the Board, while attending meetings of the 
                Credit Union Advisory Council; and
                    ``(B) be allowed travel expenses, including 
                transportation and subsistence, while away from their 
                homes or regular places of business.''.

              Subtitle R--Credit Union Examination Reform

SEC. 1186. EXTENSION OF EXAMINATION CYCLE OF THE NATIONAL CREDIT UNION 
              ADMINISTRATION TO 18 MONTHS OR LONGER.

    (a) Federal Credit Union Examinations.--Section 106 of the Federal 
Credit Union Act (12 U.S.C. 1756) is amended--
            (1) by striking ``Federal credit unions'' and inserting the 
        following:
    ``(a) In General.--Federal credit unions''; and
            (2) by adding at the end the following:
    ``(b) 18-month or Longer Examination Cycle for Certain Credit 
Unions.--
            ``(1) In general.--An examination of a Federal credit union 
        described under subsection (a) may only be carried out once 
        during each 18-month period with respect to a Federal credit 
        union that--
                    ``(A) has total assets of less than $1,000,000,000;
                    ``(B) is well capitalized, as such term is defined 
                under section 216(c)(1);
                    ``(C) was found in its most recent examination to 
                be well managed, and its composite rating (under the 
                Uniform Financial Institutions Rating System or an 
                equivalent rating under a comparable rating system)--
                            ``(i) was a 1, in the case of a Federal 
                        credit union that has total assets of more than 
                        $200,000,000; or
                            ``(ii) was a 1 or a 2, in the case of a 
                        Federal credit union that has total assets of 
                        not more than $200,000,000; and
                    ``(D) is not currently subject to a formal 
                enforcement proceeding or order by the Administration.
            ``(2) Safety and soundness exception.--Paragraph (1) shall 
        not apply to a Federal credit union if the Administration 
        determines--
                    ``(A) that such credit union should be examined 
                more often than every 18 months because of safety and 
                soundness concerns; or
                    ``(B) that such credit union has violated the 
                law.''.
    (b) Insured Credit Union Examinations.--Section 204 of the Federal 
Credit Union Act (12 U.S.C. 1784) is amended by adding at the end the 
following:
    ``(h) 18-month or Longer Examination Cycle for Certain Credit 
Unions.--
            ``(1) In general.--An examination of an insured credit 
        union described under subsection (a) may only be carried out 
        once during each 18-month period with respect to an insured 
        credit union that--
                    ``(A) has total assets of less than $1,000,000,000;
                    ``(B) is well capitalized or adequately 
                capitalized, as such terms are defined, respectively, 
                under section 216(c)(1);
                    ``(C) was found in its most recent examination to 
                be well managed, and its composite rating (under the 
                Uniform Financial Institutions Rating System or an 
                equivalent rating under a comparable rating system)--
                            ``(i) was a 1, in the case of an insured 
                        credit union that has total assets of more than 
                        $200,000,000; or
                            ``(ii) was a 1 or a 2, in the case of an 
                        insured credit union that has total assets of 
                        not more than $200,000,000; and
                    ``(D) is not currently subject to a formal 
                enforcement proceeding or order by the Administration.
            ``(2) Safety and soundness exception.--Paragraph (1) shall 
        not apply to an insured credit union if the Administration 
        determines--
                    ``(A) that such credit union should be examined 
                more often than every 18 months because of safety and 
                soundness concerns; or
                    ``(B) that such credit union has violated the 
                law.''.
    (c) Budget Savings Report.--Not later than the end of the 180-day 
period beginning on the date of the enactment of this Act, the National 
Credit Union Administration shall issue a report to the Congress 
analyzing how the amendments made by this section affect the budget of 
the Administration.
    (d) Rulemaking.--Not later than the end of the 100-day period 
beginning on the date of the enactment of this Act, the National Credit 
Union Administration shall issue regulations to carry out the 
amendments made by this section.

                 Subtitle S--NCUA Overhead Transparency

SEC. 1191. FUND TRANSPARENCY.

    Section 203 of the Federal Credit Union Act (12 U.S.C. 1783) is 
amended by adding at the end the following:
    ``(g) Fund Transparency.--
            ``(1) In general.--The Board shall accompany each annual 
        budget submitted pursuant to section 209(b) with a report 
        containing--
                    ``(A) a detailed analysis of how the expenses of 
                the Administration are assigned between prudential 
                activities and insurance-related activities and the 
                extent to which those expenses are paid from the fees 
                collected pursuant to section 105 or from the Fund; and
                    ``(B) the Board's supporting rationale for any 
                proposed use of amounts in the Fund contained in such 
                budget, including detailed breakdowns and supporting 
                rationales for any such proposed use related to titles 
                of this Act other than this title.
            ``(2) Public disclosure.--The Board shall make each report 
        described under paragraph (1) available to the public.''.
                                                 Union Calendar No. 693

114th CONGRESS

  2d Session

                               H. R. 5983

                      [Report No. 114-883, Part I]

_______________________________________________________________________

                                 A BILL

     To create hope and opportunity for consumers, investors, and 
     entrepreneurs by ending bailouts and Too Big to Fail, holding 
    Washington and Wall Street accountable, eliminating red tape to 
increase access to capital and credit, and repealing the provisions of 
the Dodd-Frank Act that make America less prosperous, less stable, and 
                   less free, and for other purposes.

_______________________________________________________________________

                           December 20, 2016

  Reported from the Committee on Financial Services with an amendment

                           December 20, 2016

The Committees on Agriculture, Ways and Means, the Judiciary, Oversight 
 and Government Reform, Transportation and Infrastructure, Rules, the 
 Budget, and Education and the Workforce discharged; committed to the 
 Committee of the Whole House on the State of the Union and ordered to 
                               be printed