Reviewable actions

(a)

In general

Subsection (b) of section 4A of the Securities Exchange Act of 1934 (15 U.S.C. 78d–1) is amended—(1)by striking (1) denies and inserting (A) denies;(2)by striking (2) suspends and inserting (B) suspends;(3)by striking (3) is and inserting (C) is; (4)by striking With and all that follows through upon its own and inserting the following:

(b)

Reviewable actions

(1)

In general

The Commission shall retain a discretionary right to review a reviewable action upon its own

; and

(5)by adding at the end the following:

(2)

Reviewable action defined

In this subsection, the term reviewable action means any action delegated under subsection (a) that results in—(A)the issuance of any letter or any other communication granting or denying a request for no-action relief in connection with a shareholder proposal; or(B)a rule (as defined in section 804 of title 5, United States Code).

(b)

Approval of reviewable actions

Section 4A of the Securities Exchange Act of 1934 (15 U.S.C. 78d–1) is amended by adding at the end the following:

(d)

Approval of reviewable actions

A reviewable action (as defined in subsection (b)) may only take effect—(1)with the signed approval of the Chairman; or(2)through agreement of the Chairman and Commissioners, which may be reached without convening a meeting.(e)

Circulation with commission

Upon request by a Commissioner, the Chairman of the Commission shall provide the Commissioner with—(1)copies of any signed approval under subsection (d)(1) of a reviewable action; and(2)the record with respect to such reviewable action.(f)

Annual report on reviewable actions relating to shareholder proposals

Not later than 1 year after the date of the enactment of this subsection and annually thereafter, the Commission 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)a summary of each reviewable action described in subsection (b)(2)(A) issued in the year preceding the report;(2)for a reviewable action in connection with a shareholder proposal, an analysis of how such reviewable action is carried out in accordance with the specific textual requirement of section 240.14a–8 of title 17, Code of Federal Regulations (or a successor regulation), and such analysis may not include any discussion of how the action is carried out in accordance with any guidance or other Commission interpretations applicable to such rule;(3)an analysis of how such reviewable action—(A)protects investors;(B)maintains fair and orderly markets; or (C)facilitates capital formation; and(4)an analysis of how the reviewable actions issued in the year preceding the report did not discriminate on the basis of viewpoint or political affiliation.

Report of general counsel on delegated functions

Not later than 15 days after the date of the enactment of this Act, and not later than 30 days after any change in the person or vacancy of the Chairman of the Securities and Exchange Commission thereafter, the General Counsel of the Securities and Exchange Commission shall submit to Congress a report that—(1)in the case of the first report, lists each function delegated by the Commission pursuant to subsection (a) of section 4A of the Exchange Act (15 U.S.C. 78d–1) as of the day before the date of the enactment of this Act; and(2)in the case of each subsequent report, lists each function delegated by the Commission pursuant to such subsection during the period beginning on the date the preceding report was submitted.