[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 8339 Introduced in House (IH)]

<DOC>






118th CONGRESS
  2d Session
                                H. R. 8339

  To make improvements to the securities laws, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                              May 10, 2024

 Mrs. Wagner introduced the following bill; which was referred to the 
                    Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
  To make improvements to the securities laws, 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 ``SEC Reform and 
Restructuring Act''.
    (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.
                 TITLE I--SEC REGULATORY ACCOUNTABILITY

Sec. 101. Consideration by the Securities and Exchange Commission of 
                            the costs and benefits of regulations and 
                            certain other agency actions of the 
                            Commission.
Sec. 102. Sense of Congress relating to other regulatory entities.
Sec. 103. Accountability provision relating to other regulatory 
                            entities.
                       TITLE II--SEC TRANSPARENCY

Sec. 201. Semiannual testimony to Congress regarding activities of the 
                            Securities and Exchange Commission.
                      TITLE III--SEC CYBERSECURITY

Sec. 301. GAO audit of information technology infrastructure and 
                            handling of data.
              TITLE IV--REVIEW THE EXPANSION OF GOVERNMENT

Sec. 401. Periodic review of final rules required.
Sec. 402. Consideration of cumulative effect of regulations required.
       TITLE V--STREAMLINING PUBLIC COMPANY ACCOUNTING OVERSIGHT

Sec. 501. Transfer of Public Company Accounting Oversight Board to 
                            Securities and Exchange Commission.
Sec. 502. Establishment; administrative provisions.
Sec. 503. Registration with the Office.
Sec. 504. Auditing, quality control, standards, and rules.
Sec. 505. Foreign public accounting firms.
Sec. 506. Funding.
Sec. 507. Definitions.
Sec. 508. Technical and conforming amendments.
Sec. 509. Rule of construction with respect to cooperative 
                            arrangements.
Sec. 510. Regulations.
Sec. 511. Effective date.
  TITLE VI--STUDY REGARDING MAJOR RULES ISSUED BY THE SECURITIES AND 
                          EXCHANGE COMMISSION

Sec. 601. GAO study regarding major rules.
                TITLE VII--MINIMUM PUBLIC COMMENT PERIOD

Sec. 701. Minimum public comment period.

                 TITLE I--SEC REGULATORY ACCOUNTABILITY

SEC. 101. CONSIDERATION BY THE SECURITIES AND EXCHANGE COMMISSION OF 
              THE COSTS AND BENEFITS OF REGULATIONS AND CERTAIN OTHER 
              AGENCY ACTIONS OF THE COMMISSION.

    Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w) 
is amended by adding at the end the following:
    ``(e) Consideration of Costs and Benefits.--
            ``(1) Considerations before proposing a regulation.--Before 
        proposing a regulation, the Commission shall--
                    ``(A) clearly identify the nature and source of the 
                problem that the regulation is designed to address, as 
                well as assess the significance of that problem, to 
                enable assessment of whether any new regulation is 
                warranted; and
                    ``(B) ensure that the regulation would be within 
                the Commission's jurisdiction and that the Commission 
                has sufficient experience and expertise to regulate the 
                subject matter covered by the regulation.
            ``(2) Requirements for issuing a proposed or final 
        regulation.--
                    ``(A) In general.--In issuing a proposed or final 
                regulation, the Commission shall--
                            ``(i) clearly identify the market 
                        participants who will be impacted by the 
                        regulation;
                            ``(ii) utilize the Chief Economist of the 
                        Commission to assess the costs and benefits, 
                        both qualitative and quantitative, of the 
                        regulation, both on the regulation's own and 
                        cumulatively with other existing and proposed 
                        regulations;
                            ``(iii) only issue the regulation if the 
                        Commission makes a reasoned determination that 
                        the benefits of the regulation justify the 
                        costs of the regulation;
                            ``(iv) identify and assess available 
                        alternatives to the regulation that were 
                        considered, including modification of an 
                        existing regulation;
                            ``(v) ensure that the regulation is 
                        accessible, consistent, written in plain 
                        language, and easy to understand; and
                            ``(vi) ensure that the length of the public 
                        comment period is commensurate with the 
                        complexity of the regulation and the expected 
                        public interest in the rulemaking.
                    ``(B) Inclusion of information in a proposed or 
                final regulation.--In issuing a proposed or final 
                regulation, the Commission shall include in the 
                regulation--
                            ``(i) the results of the identifications 
                        and assessments required under clauses (i) and 
                        (ii) of subparagraph (A) with respect to the 
                        regulation;
                            ``(ii) an explanation of why the regulation 
                        meets the regulatory objectives of the 
                        Commission more effectively than other 
                        available alternatives, including modification 
                        of an existing regulation;
                            ``(iii) a description of how the Commission 
                        intends the regulation to interact with 
                        existing regulations and proposed regulations; 
                        and
                            ``(iv) a justification of the length of the 
                        public comment period for the regulation.
            ``(3) Considerations and actions.--
                    ``(A) Required actions.--In deciding whether and 
                how to regulate, the Commission shall assess the costs 
                and benefits of available regulatory alternatives, 
                including the alternative of not regulating, and choose 
                the approach that maximizes net benefits. Specifically, 
                the Commission shall--
                            ``(i) consistent with the requirements of 
                        section 3(f) (15 U.S.C. 78c(f)), section 2(b) 
                        of the Securities Act of 1933 (15 U.S.C. 
                        77b(b)), section 202(c) of the Investment 
                        Advisers Act of 1940 (15 U.S.C. 80b-2(c)), and 
                        section 2(c) of the Investment Company Act of 
                        1940 (15 U.S.C. 80a-2(c)), consider whether a 
                        rulemaking (both on the regulation's own and 
                        cumulatively with other existing and proposed 
                        regulations), in addition to being in the 
                        interest of protecting investors, will promote 
                        efficiency, competition, and capital formation;
                            ``(ii) evaluate whether, consistent with 
                        obtaining regulatory objectives, a regulation 
                        (both on the regulation's own and cumulatively 
                        with other existing and proposed regulations) 
                        is tailored to impose the least burden on 
                        society, including market participants, 
                        individuals, businesses of differing sizes, and 
                        other entities (including State and local 
                        governmental entities), taking into account, to 
                        the extent practicable, the cumulative costs of 
                        regulations; and
                            ``(iii) evaluate whether a regulation is 
                        inconsistent, incompatible, or duplicative of 
                        other Federal regulations.
                    ``(B) Additional considerations.--In addition, in 
                making a reasoned determination under paragraph 
                (2)(A)(iii) of the costs and benefits of a regulation, 
                the Commission shall, to the extent that each is 
                relevant to the particular regulation, take into 
                consideration the impact of the regulation on--
                            ``(i) investor choice;
                            ``(ii) market liquidity in the securities 
                        markets;
                            ``(iii) small businesses;
                            ``(iv) competition in the marketplace;
                            ``(v) investor access; and
                            ``(vi) the United States' economic 
                        competitiveness.
            ``(4) Post-adoption impact assessment.--
                    ``(A) In general.--Whenever the Commission issues a 
                final regulation that is a `major rule' (as defined 
                under section 804 of title 5, United States Code), it 
                shall state, in the regulation, the following:
                            ``(i) The purposes and intended 
                        consequences of the regulation.
                            ``(ii) Appropriate post-implementation 
                        quantitative and qualitative metrics to measure 
                        the economic impact of the regulation and to 
                        measure the extent to which the regulation has 
                        accomplished the stated purposes.
                            ``(iii) The assessment plan that will be 
                        used, consistent with the requirements of 
                        subparagraph (B) and under the supervision of 
                        the Chief Economist, to assess whether the 
                        regulation has achieved the stated purposes.
                            ``(iv) Any unintended or negative 
                        consequences that the Commission foresees may 
                        result from the regulation.
                    ``(B) Requirements of assessment plan and report.--
                            ``(i) Requirements of plan.--For each 
                        regulation described under subparagraph (A), 
                        the Chief Economist shall establish an 
                        assessment plan, which shall--
                                    ``(I) consider the costs, benefits, 
                                and intended and unintended 
                                consequences of the regulation;
                                    ``(II) specify the data to be 
                                collected, the methods for collection 
                                and analysis of the data, and a date 
                                for completion of the assessment; and
                                    ``(III) include an analysis of any 
                                jobs added or lost as a result of the 
                                regulation, differentiating between 
                                public and private sector jobs.
                            ``(ii) Timing of assessment plan report.--A 
                        report on each completed assessment plan 
                        described under clause (i) shall be submitted 
                        by the Chief Economist to the Commission not 
                        later than the end of the 4-year period 
                        beginning on the date the applicable regulation 
                        is issued, unless the Commission, at the 
                        request of the Chief Economist, publishes at 
                        least 90 days before the end of such period a 
                        notice in the Federal Register extending the 
                        date and providing specific reasons why an 
                        extension is necessary.
                            ``(iii) Public comment.--Not later than 7 
                        days after the Commission receives an 
                        assessment plan report under clause (ii), the 
                        Commission shall publish the report in the 
                        Federal Register for public comment.
            ``(5) Regulation defined.--In this subsection, 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; and
                            ``(iv) a regulation that is certified by 
                        the agency to be an emergency action, if such 
                        certification is published in the Federal 
                        Register.''.

SEC. 102. SENSE OF CONGRESS RELATING TO OTHER REGULATORY ENTITIES.

    It is the sense of the Congress that the Public Company Accounting 
Oversight Board should also follow the requirements of section 23(e) of 
the Securities Exchange Act of 1934.

SEC. 103. ACCOUNTABILITY PROVISION RELATING TO OTHER REGULATORY 
              ENTITIES.

    A rule adopted by the Municipal Securities Rulemaking Board or any 
national securities association registered under section 15A of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o-3) shall not take effect 
unless the Securities and Exchange Commission determines that, in 
adopting such rule, the Board or association has complied with the 
requirements of section 23(e) of the Securities Exchange Act of 1934, 
in the same manner as is required by the Commission under such section 
23(e).

                       TITLE II--SEC TRANSPARENCY

SEC. 201. SEMIANNUAL TESTIMONY TO CONGRESS REGARDING ACTIVITIES OF THE 
              SECURITIES AND EXCHANGE COMMISSION.

    Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is 
amended by adding at the end the following:
    ``(l) Semiannual Testimony to Congress.--The Chairman of the 
Commission shall, not less than once every 6 months after the date of 
the enactment of this subsection, testify before the Committee on 
Financial Services of the House of Representatives and the Committee on 
Banking, Housing, and Urban Affairs of the Senate on the activities of 
the Commission. At least once annually, the Commissioners shall join 
the Chairman with respect to testifying pursuant to the preceding 
sentence.''.

                      TITLE III--SEC CYBERSECURITY

SEC. 301. GAO AUDIT OF INFORMATION TECHNOLOGY INFRASTRUCTURE AND 
              HANDLING OF DATA.

    The Comptroller General of the United States shall, not later than 
1 year after the date of the enactment of this Act--
            (1) perform an independent audit of the information 
        technology (IT) infrastructure of the Securities and Exchange 
        Commission and the Commission's handling of data, including--
                    (A) a comparison of the Commission's IT spending to 
                other Federal financial regulators, including--
                            (i) the total amount spent on IT equipment 
                        and services; and
                            (ii) the amount of IT spending in 
                        proportion to each regulator's total spending;
                    (B) examining the quality and effectiveness of the 
                Commission's IT contracting;
                    (C) determining if the Commission's data and 
                cybersecurity systems and procedures are sufficient; 
                and
                    (D) examining any recent Commission IT or data 
                events, such as breaches or hacks, that may have 
                compromised the Commission's IT infrastructure or 
                exposed a vulnerability; and
            (2) provide to the Commission, the Committee on Financial 
        Services of the House of Representatives, and the Committee on 
        Banking, Housing, and Urban Affairs of the Senate a report 
        containing--
                    (A) all findings and determinations made in 
                conducting the audit; and
                    (B) recommendations for steps that can be taken to 
                improve the Commission's IT infrastructure.

              TITLE IV--REVIEW THE EXPANSION OF GOVERNMENT

SEC. 401. PERIODIC REVIEW OF FINAL RULES REQUIRED.

    Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d), 
as amended by section 201, is further amended by adding at the end the 
following:
    ``(m) Periodic Review of Final Rules Required.--
            ``(1) In general.--With respect to a final rule issued by 
        the Commission, the Commission shall review such rule not later 
        than 5 years after the date on which such final rule is issued, 
        and every 5 years thereafter, to determine if any revision 
        (including a rescission) to the rule is necessary or 
        appropriate--
                    ``(A) to facilitate capital formation;
                    ``(B) to maintain fair and orderly markets; and
                    ``(C) for the protection of investors.
            ``(2) Application.--With respect to a final rule issued by 
        the Commission before the date of enactment of this subsection, 
        the first review of such rule required under paragraph (1) 
        shall occur before the end of the 5-year period beginning on 
        the date of enactment of this subsection.
            ``(3) Reports required.--The Commission shall--
                    ``(A) not later than 1 year after the date of the 
                enactment of this subsection, submit to Congress and 
                make publicly available a report that includes a plan 
                to carry out the review required under this subsection 
                with respect to the final rules described in paragraphs 
                (1) and (2); and
                    ``(B) not later than 5 years after the date of the 
                enactment of this subsection and not less than once 
                every 5 years thereafter, submit to Congress and make 
                publicly available a report that identifies--
                            ``(i) each final rule the Commission 
                        reviewed under this subsection in the preceding 
                        5-year period and an explanation of the 
                        Commission's findings and actions taken or 
                        planned to be taken; and
                            ``(ii) each action or review the Commission 
                        failed to carry out in the preceding 5-year 
                        period under the plan required under 
                        subparagraph (A) and an explanation for such 
                        failure.''.

SEC. 402. CONSIDERATION OF CUMULATIVE EFFECT OF REGULATIONS REQUIRED.

    (a) Rules Under the Securities Act of 1933.--Section 2(b) of the 
Securities Act of 1933 (15 U.S.C. 77b(b)) is amended by inserting ``, 
when considered individually or cumulatively with other rules or 
regulations or other proposed rules or regulations,'' before ``will 
promote''.
    (b) Rules Under the Securities Exchange Act of 1934.--Section 
23(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78w) is 
amended by inserting ``, when considered individually or cumulatively 
with other rules or regulations or other proposed rules or 
regulations,'' after ``which would''.
    (c) Rules Under the Investment Company Act of 1940.--Section 2(c) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-2) is amended by 
inserting ``, when considered individually or cumulatively with other 
rules or regulations or other proposed rules or regulations,'' before 
``will promote''.
    (d) Rules Under the Investment Advisers Act of 1940.--Section 
202(c) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2) is 
amended by inserting ``, when considered individually or cumulatively 
with other rules or regulations or other proposed rules or 
regulations,'' before ``will promote''.

       TITLE V--STREAMLINING PUBLIC COMPANY ACCOUNTING OVERSIGHT

SEC. 501. TRANSFER OF PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD TO 
              SECURITIES AND EXCHANGE COMMISSION.

    (a) Global Amendments.--Except as otherwise provided under this 
title, title I of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7211 et 
seq.) is amended--
            (1) in the title heading, by striking ``PUBLIC COMPANY 
        ACCOUNTING OVERSIGHT BOARD'' and inserting ``OFFICE OF PUBLIC 
        ACCOUNTING OVERSIGHT'';
            (2) by striking ``Public Company Accounting Oversight 
        Board'' each place it appears and inserting ``Office of Public 
        Accounting Oversight'';
            (3) by striking ``the Board'' each place it appears and 
        inserting ``the Office'';
            (4) by striking ``The Board'' each place it appears and 
        inserting ``The Office''; and
            (5) by striking ``the Board's'' each place it appears and 
        inserting ``the Office's''.
    (b) Repeals.--Sections 104, 105, and 107 of the Sarbanes-Oxley Act 
of 2002 (15 U.S.C. 7214; 15 U.S.C. 7215; 15 U.S.C. 7217) are repealed.
    (c) References.--Beginning on the date that is 2 years after the 
date of the enactment of this Act, any reference to the Public Company 
Accounting Oversight Board in any law, regulation, map, document, 
record, or other paper of the United States shall be deemed to be a 
reference to the Office of Public Accounting Oversight of the Office of 
the Chief Accountant of the Securities and Exchange Commission.
    (d) Termination of Existing Board.--The Public Company Accounting 
Oversight Board shall terminate on the date that is 2 years after the 
date of the enactment of this Act.

SEC. 502. ESTABLISHMENT; ADMINISTRATIVE PROVISIONS.

    (a) In General.--Section 101 of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7211) is amended--
            (1) by amending subsection (a) to read as follows:
    ``(a) Establishment of Office.--There is established in the Office 
of the Chief Accountant of the Commission an Office of Public 
Accounting Oversight, to oversee the audit of companies that are 
subject to the securities laws, and related matters, in order to 
protect the interests of investors and further the public interest in 
the preparation of informative, accurate, and independent audit 
reports.'';
            (2) by amending subsection (b) to read as follows:
    ``(b) Director.--The Chief Accountant of the Office of the Chief 
Accountant of the Commission shall serve as the Director of the Office 
of Public Accounting Oversight.'';
            (3) in subsection (c)--
                    (A) in the heading, by striking ``the Board'' and 
                inserting ``the Office'';
                    (B) by striking ``, subject to action by the 
                Commission under section 107, and once a determination 
                is made by the Commission under subsection (d) of this 
                section'';
                    (C) in paragraph (3), by striking ``section 104'' 
                and inserting ``subsection (e)'';
                    (D) in paragraph (4), by striking ``section 105'' 
                and inserting ``subsection (f)'';
                    (E) in paragraph (5)--
                            (i) by striking ``the Board (or the 
                        Commission, by rule or order)'' and inserting 
                        ``the Commission''; and
                            (ii) by inserting ``and'' after the 
                        semicolon;
                    (F) in paragraph (6)--
                            (i) by striking ``the rules of the Board'' 
                        and inserting ``the rules of the Commission''; 
                        and
                            (ii) by striking ``; and'' and inserting a 
                        period; and
                    (G) by striking paragraph (7);
            (4) in subsection (d)--
                    (A) by striking ``The members of the Board'' and 
                inserting ``The Chief Accountant of the Office of the 
                Chief Accountant of the Commission'';
                    (B) by striking ``270 days after the date of 
                enactment of this Act'' and inserting ``1 year after 
                the date of the enactment of the Streamlining Public 
                Company Accounting Oversight Act''; and
                    (C) by striking the last sentence;
            (5) by striking subsections (e), (f), and (g);
            (6) by inserting after subsection (d) the following:
    ``(e) Inspections of Registered Public Accounting Firms.--The 
Office shall conduct a continuing program of inspections to assess the 
degree of compliance of each registered public accounting firm and 
associated persons of that firm with this Act, the rules of the 
Commission, or professional standards, in connection with its 
performance of audits, issuance of audit reports, and related matters 
involving issuers.
    ``(f) Investigations and Disciplinary Proceedings.--The Commission 
shall establish, by rule, fair procedures for the investigation and 
disciplining of registered public accounting firms and associated 
persons of such firms.''; and
            (7) by redesignating subsection (h) as subsection (g).
    (b) Publication of Rules.--The Director of the Office of Public 
Accounting Oversight shall, promptly after the creation of the Office, 
cause to be published in the Federal Register all rules that are 
transferred to the jurisdiction of the Office pursuant to section 2 
upon the termination of the Public Company Accounting Oversight Board.

SEC. 503. REGISTRATION WITH THE OFFICE.

    Section 102 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7212) is 
amended--
            (1) in the section heading by striking ``the board'' and 
        inserting ``the office'';
            (2) in subsection (b)(2)(H), by striking ``the Board or 
        the''; and
            (3) in subsection (c)(2), by striking ``for purposes of 
        sections 105(d) and 107(c)''.

SEC. 504. AUDITING, QUALITY CONTROL, STANDARDS, AND RULES.

    Section 103 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7213) is 
amended--
            (1) in the heading, by striking ``and Independence 
        Standards'' and inserting ``Standards, and'';
            (2) in subsection (a)(3)--
                    (A) in subparagraph (A)(i), by striking ``, subject 
                to the terms of section 107,'';
                    (B) by striking subparagraph (B); and
                    (C) by redesignating subparagraph (C) as 
                subparagraph (B);
            (3) in subsection (c) in the heading of paragraph (2), by 
        striking ``Board'' and inserting ``Office''; and
            (4) in subsection (d), by striking ``101(h)'' and inserting 
        ``101(g)''.

SEC. 505. FOREIGN PUBLIC ACCOUNTING FIRMS.

    Section 106 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7216) is 
amended--
            (1) in the heading of subsection (a)(2), by striking 
        ``Board'' and inserting ``Office''; and
            (2) in subsection (c)--
                    (A) by striking ``and the Board, subject to the 
                approval of the Commission, may,''; and
                    (B) by striking ``(or Board)''.

SEC. 506. FUNDING.

    Section 109 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7219) is 
amended--
            (1) by amending subsection (b) to read as follows:
    ``(b) Annual Budgets.--
            ``(1) Standard setting body.--The standard setting body 
        referred to in subsection (a) shall establish a budget for each 
        fiscal year, which shall be reviewed and approved according to 
        their respective internal procedures not less than 1 month 
        prior to the commencement of the fiscal year to which the 
        budget pertains.
            ``(2) The office.--The Commission shall establish the 
        budget for the Office for each fiscal year.'';
            (2) in subsection (c)--
                    (A) by amending paragraph (1) to read as follows:
            ``(1) Recoverable budget expenses.--
                    ``(A) Standard setting body.--The budget of the 
                standard setting body referred to in subsection (a) for 
                each fiscal year shall be payable from annual 
                accounting support fees, in accordance with subsections 
                (d) and (e). Accounting support fees and other receipts 
                of such standard-setting body shall not be considered 
                public monies of the United States.
                    ``(B) The office.--The budget of the Office 
                (reduced by any registration or annual fees received 
                under section 102(f) for the year preceding the year 
                for which the budget is being computed) for each fiscal 
                year may be payable from annual accounting support 
                fees, in accordance with subsections (d) and (e). 
                Accounting support fees and other receipts of the 
                Office.'';
                    (B) in paragraph (2), by striking ``shall'' and 
                inserting ``may'';
            (3) in subsection (d)--
                    (A) in the heading, by striking ``the Board'' and 
                inserting ``the Office'';
                    (B) in paragraph (1), by striking ``The Board shall 
                establish, with the approval of the Commission,'' and 
                inserting ``The Commission may establish'';
                    (C) in paragraph (2), by striking ``shall'' and 
                inserting ``may''; and
                    (D) by striking paragraph (3);
            (4) in subsection (j)--
                    (A) by striking ``either the Board,''; and
                    (B) by striking ``, or both,''; and
            (5) by striking subsection (k).

SEC. 507. DEFINITIONS.

    Section 110 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7220) is 
amended--
            (1) by redesignating paragraphs (5) and (6) as paragraphs 
        (6) and (7); and
            (2) by inserting after paragraph (4) the following:
            ``(5) Office.--The term `Office' means the Office of Public 
        Accounting Oversight of the Office of the Chief Accountant of 
        the Commission.''.

SEC. 508. TECHNICAL AND CONFORMING AMENDMENTS.

    (a) Definitions.--Section 2(a)(9)(C) of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7201) is amended by striking ``, 101(c), 105, and 
107(c) and the rules of the Board and Commission issued thereunder'' 
and inserting ``and 101(c) and the rules of the Commission 
thereunder''.
    (b) Exemption Authority.--Section 201(b) of the Sarbanes-Oxley Act 
of 2002 (15 U.S.C. 7231(b)) is amended--
            (1) by striking ``The Board may'' and inserting ``The 
        Commission may''; and
            (2) by striking ``in the same manner as for rules of the 
        Board under section 107''.
    (c) Self-Regulatory Organization.--Section 603(y)(3) of the 
Consumer Credit Protection Act (15 U.S.C. 1681a(y)(3)) is amended by 
striking ``any entity established under title I of the Sarbanes-Oxley 
Act of 2002,''.
    (d) Clerical Amendment.--The table of contents in section 1(b) of 
the Sarbanes-Oxley Act of 2002 is amended--
            (1) in the item relating to section 102, by striking ``the 
        Board'' and inserting ``the Office'';
            (2) in the item relating to section 103, by striking ``and 
        independence standards'' and inserting ``standards, and''; and
            (3) by striking the items relating to sections 104, 105, 
        and 107.

SEC. 509. RULE OF CONSTRUCTION WITH RESPECT TO COOPERATIVE 
              ARRANGEMENTS.

    Nothing in this title, or the amendments made by this title, shall 
be construed to invalidate or otherwise affect a cooperative 
arrangement between the Public Company Accounting Oversight Board and a 
foreign auditor oversight authority (as defined in section 2(a) of the 
Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) in effect on the date 
that is 2 years after the date of the enactment of this Act.

SEC. 510. REGULATIONS.

    The Securities and Exchange Commission may issue such regulations 
as may be necessary to carry out this title.

SEC. 511. EFFECTIVE DATE.

    The amendments made by this title shall take effect on the date 
that is 2 years after the date of the enactment of this Act.

  TITLE VI--STUDY REGARDING MAJOR RULES ISSUED BY THE SECURITIES AND 
                          EXCHANGE COMMISSION

SEC. 601. GAO STUDY REGARDING MAJOR RULES.

    Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d), 
as amended by section 401, is further amended by adding at the end the 
following:
    ``(n) GAO Study Regarding Major Rules.--
            ``(1) Study required.--
                    ``(A) In general.--Subject to subparagraph (C), not 
                later than 1 year after the date of the enactment of 
                this subsection, and every 3 years thereafter, the 
                Comptroller General of the United States shall carry 
                out a study on each of the major rules issued by the 
                Commission since the last such review.
                    ``(B) Elements.--The study required under 
                subparagraph (A) shall include, with respect to each 
                major rule described in such subparagraph--
                            ``(i) a cost benefit analysis of such major 
                        rule;
                            ``(ii) a comparison between the cost 
                        benefit analysis under clause (i) and the cost 
                        benefit analysis for the same major rule 
                        carried out by the Commission;
                            ``(iii) a comparison between the projected 
                        costs of the major rule and the actual costs of 
                        the major rule; and
                            ``(iv) an evaluation of whether each major 
                        rule--
                                    ``(I) facilitates capital 
                                formation;
                                    ``(II) promotes fair, efficient 
                                markets; and
                                    ``(III) protects investors.
                    ``(C) Special rule.--If a study required under 
                subparagraph (A) would apply to more than 10 major 
                rules, the Comptroller Genera shall review only the 10 
                major rules that are the most significant, as 
                determined by the Comptroller General.
            ``(2) Report.--Not later than 1 year after completing a 
        study under paragraph (1), the Comptroller General 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--
                    ``(A) the results of such study; and
                    ``(B) with respect to any major rule reviewed in 
                such study that has not yet been fully implemented by 
                the Commission, a statement that the Comptroller 
                General is unable to fully analyze the costs of the 
                major rule at the time the report is submitted.
            ``(3) Major rule defined.--In this subsection, the term 
        `major rule' has the meaning given the term in section 804 of 
        title 5, United States Code.''.

                TITLE VII--MINIMUM PUBLIC COMMENT PERIOD

SEC. 701. MINIMUM PUBLIC COMMENT PERIOD.

    Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d), 
as amended by section 601, is further amended by adding at the end the 
following:
    ``(o) Minimum Public Comment Period.--
            ``(1) In general.--With respect to a proposed rulemaking 
        for which a public comment period is required under section 553 
        of title 5, United States Code, the Commission shall provide a 
        public comment period of--
                    ``(A) at least 60 days; or
                    ``(B) if the Commission determines the proposed 
                rule addresses imminent investor harm, at least 30 
                days.
            ``(2) Calculation of periods.--For purposes of calculating 
        the number of days in a period under paragraph (1) with respect 
        to a proposed rulemaking--
                    ``(A) a Federal holiday shall not be counted; and
                    ``(B) the period shall begin on the date the 
                proposed rule is published in the Federal Register.''.
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