[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4335 Introduced in House (IH)]

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116th CONGRESS
  1st Session
                                H. R. 4335

To amend the Securities Exchange Act of 1934 to require the Securities 
   and Exchange Commission to issue rules that prohibit officers and 
directors of certain companies from trading securities in anticipation 
              of a current report, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                           September 16, 2019

  Mrs. Carolyn B. Maloney of New York introduced the following bill; 
       which was referred to the Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
To amend the Securities Exchange Act of 1934 to require the Securities 
   and Exchange Commission to issue rules that prohibit officers and 
directors of certain companies from trading securities in anticipation 
              of a current report, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``8-K Trading Gap Act of 2019''.

SEC. 2. PROHIBITION ON CERTAIN TRADING IN ANTICIPATION OF A CURRENT 
              REPORT.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended by inserting after section 10D the following:

``SEC. 10E. PROHIBITION ON CERTAIN TRADING IN ANTICIPATION OF A CURRENT 
              REPORT.

    ``(a) Prohibition.--Not later than 1 year after the date of 
enactment of this section, the Commission shall issue rules that 
require each issuer that is subject to reporting requirements under 
section 13(a) or 15(d) to establish and maintain policies, controls, 
and procedures that are reasonably designed to prohibit executive 
officers and directors of the issuer from purchasing, selling, or 
otherwise transferring any equity security of the issuer, directly or 
indirectly--
            ``(1) with respect to an event described in sections 1 
        through 6 of Form 8-K, between--
                    ``(A) the occurrence of such event; and
                    ``(B) the filing or furnishing of a current report 
                on Form 8-K with respect to such event; and
            ``(2) with respect to an event described in section 7 or 8 
        of Form 8-K, between--
                    ``(A) the date on which the issuer determines that 
                it will disclose such event; and
                    ``(B) the filing or furnishing of a current report 
                on Form 8-K with respect to such event.
    ``(b) Permissible Transactions.--In issuing rules under subsection 
(a), the Commission--
            ``(1) may exempt certain transactions that the Commission 
        determines is appropriate, including those that--
                    ``(A) occur automatically;
                    ``(B) are made pursuant to an advance election; or
                    ``(C) except as provided in paragraph (2), involve 
                a purchase or sale of equity securities that satisfies 
                the conditions under section 240.10b5-1(c) of title 17, 
                Code of Federal Regulations; and
            ``(2) may not exempt from those rules a transaction made by 
        an executive officer or director of an issuer under a plan 
        that--
                    ``(A) is described in section 240.10b5-
                1(c)(1)(i)(A)(3) of title 17, Code of Federal 
                Regulations; and
                    ``(B) was adopted--
                            ``(i) with respect to an event described in 
                        sections 1 through 6 of Form 8-K, between--
                                    ``(I) the occurrence of such event; 
                                and
                                    ``(II) the filing or furnishing of 
                                a current report on Form 8-K with 
                                respect to such event; and
                            ``(ii) with respect to an event described 
                        in section 7 or 8 of Form 8-K, between--
                                    ``(I) the date on which the issuer 
                                determines that it will disclose such 
                                event; and
                                    ``(II) the filing or furnishing of 
                                a current report on Form 8-K with 
                                respect to such event.''.
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