[Congressional Record Volume 160, Number 131 (Monday, September 15, 2014)]
[House]
[Pages H7497-H7504]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]
PROMOTING JOB CREATION AND REDUCING SMALL BUSINESS BURDENS ACT
Mr. FITZPATRICK. Mr. Speaker, I move to suspend the rules and pass
the bill (H.R. 5405) to make technical corrections to the Dodd-Frank
Wall Street Reform and Consumer Protection Act, to enhance the ability
of small and emerging growth companies to access capital through public
and private markets, to reduce regulatory burdens, and for other
purposes, as amended.
The Clerk read the title of the bill.
The text of the bill is as follows:
H.R. 5405
Be it enacted by the Senate and House of Representatives of
the United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Promoting Job Creation and
Reducing Small Business Burdens Act''.
SEC. 2. TABLE OF CONTENTS.
The table of contents for this Act is as follows:
Sec. 1. Short title.
Sec. 2. Table of contents.
TITLE I--BUSINESS RISK MITIGATION AND PRICE STABILIZATION ACT
Sec. 101. Margin requirements.
Sec. 102. Implementation.
TITLE II--TREATMENT OF AFFILIATE TRANSACTIONS
Sec. 201. Treatment of affiliate transactions.
TITLE III--HOLDING COMPANY REGISTRATION THRESHOLD EQUALIZATION ACT
Sec. 301. Registration threshold for savings and loan holding
companies.
TITLE IV--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE
SIMPLIFICATION ACT
Sec. 401. Registration exemption for merger and acquisition brokers.
Sec. 402. Effective date.
TITLE V--SMALL CAP LIQUIDITY REFORM ACT
Sec. 501. Liquidity pilot program for securities of certain emerging
growth companies.
TITLE VI--IMPROVING ACCESS TO CAPITAL FOR EMERGING GROWTH COMPANIES ACT
Sec. 601. Filing requirement for public filing prior to public
offering.
Sec. 602. Grace period for change of status of emerging growth
companies.
Sec. 603. Simplified disclosure requirements for emerging growth
companies.
TITLE VII--SMALL COMPANY DISCLOSURE SIMPLIFICATION ACT
Sec. 701. Exemption from XBRL requirements for emerging growth
companies and other smaller companies.
Sec. 702. Analysis by the SEC.
Sec. 703. Report to Congress.
Sec. 704. Definitions.
TITLE VIII--RESTORING PROVEN FINANCING FOR AMERICAN EMPLOYERS ACT
Sec. 801. Rules of construction relating to collateralized loan
obligations.
TITLE IX--SBIC ADVISERS RELIEF ACT
Sec. 901. Advisers of SBICs and venture capital funds.
Sec. 902. Advisers of SBICs and private funds.
Sec. 903. Relationship to State law.
TITLE X--DISCLOSURE MODERNIZATION AND SIMPLIFICATION ACT
Sec. 1001. Summary page for form 10-K.
Sec. 1002. Improvement of regulation S-K.
Sec. 1003. Study on modernization and simplification of regulation S-K.
TITLE XI--ENCOURAGING EMPLOYEE OWNERSHIP ACT
Sec. 1101. Increased threshold for disclosures relating to compensatory
benefit plans.
TITLE I--BUSINESS RISK MITIGATION AND PRICE STABILIZATION ACT
SEC. 101. MARGIN REQUIREMENTS.
(a) Commodity Exchange Act Amendment.--Section 4s(e) of the
Commodity Exchange Act (7 U.S.C. 6s(e)), as added by section
731 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act, is amended by adding at the end the following
new paragraph:
``(4) Applicability with respect to counterparties.--The
requirements of paragraphs (2)(A)(ii) and (2)(B)(ii),
including the initial and variation margin requirements
imposed by rules adopted pursuant to paragraphs (2)(A)(ii)
and (2)(B)(ii), shall not apply to a swap in which a
counterparty qualifies for an exception under section
2(h)(7)(A), or an exemption issued under section 4(c)(1) from
the requirements of section 2(h)(1)(A) for cooperative
entities as defined in such exemption, or satisfies the
criteria in section 2(h)(7)(D).''.
(b) Securities Exchange Act Amendment.--Section 15F(e) of
the Securities Exchange Act of 1934 (15 U.S.C. 78o-10(e)), as
added by section 764(a) of the Dodd-Frank Wall Street Reform
and Consumer Protection Act, is amended by adding at the end
the following new paragraph:
``(4) Applicability with respect to counterparties.--The
requirements of paragraphs (2)(A)(ii) and (2)(B)(ii) shall
not apply to a security-based swap in which a counterparty
qualifies for an exception under section 3C(g)(1) or
satisfies the criteria in section 3C(g)(4).''.
SEC. 102. IMPLEMENTATION.
The amendments made by this title to the Commodity Exchange
Act shall be implemented--
(1) without regard to--
(A) chapter 35 of title 44, United States Code; and
(B) the notice and comment provisions of section 553 of
title 5, United States Code;
(2) through the promulgation of an interim final rule,
pursuant to which public comment will be sought before a
final rule is issued; and
(3) such that paragraph (1) shall apply solely to changes
to rules and regulations, or proposed rules and regulations,
that are limited to and directly a consequence of such
amendments.
TITLE II--TREATMENT OF AFFILIATE TRANSACTIONS
SEC. 201. TREATMENT OF AFFILIATE TRANSACTIONS.
(a) In General.--
(1) Commodity exchange act amendment.--Section
2(h)(7)(D)(i) of the Commodity Exchange Act (7 U.S.C.
2(h)(7)(D)(i)) is amended to read as follows:
``(i) In general.--An affiliate of a person that qualifies
for an exception under subparagraph (A) (including affiliate
entities predominantly engaged in providing financing for the
purchase of the merchandise or manufactured goods of the
person) may qualify for the exception only if the affiliate
enters into the swap to hedge or mitigate the commercial risk
of the person or other affiliate of the person that is not a
financial entity, provided that if the transfer of commercial
risk is addressed by entering into a swap with a swap dealer
or major swap participant, an appropriate credit support
measure or other mechanism is utilized.''.
(2) Securities exchange act of 1934 amendment.--Section
3C(g)(4)(A) of the Securities Exchange Act of 1934 (15 U.S.C.
78c-3(g)(4)(A)) is amended to read as follows:
``(A) In general.--An affiliate of a person that qualifies
for an exception under paragraph (1) (including affiliate
entities predominantly engaged in providing financing for the
purchase of the merchandise or manufactured goods of the
person) may qualify for the exception only if the affiliate
enters into the security-based swap to hedge or mitigate the
commercial risk of the person or other affiliate of the
person that is not a financial entity, provided that if the
transfer of commercial risk is addressed by entering into a
security-based swap with a security-based swap dealer or
major security-based swap participant, an appropriate credit
support measure or other mechanism is utilized.''.
(b) Applicability of Credit Support Measure Requirement.--
Notwithstanding section 371 of this Act, the requirements in
section 2(h)(7)(D)(i) of the Commodity Exchange Act and
section 3C(g)(4)(A) of the Securities Exchange Act of 1934,
as amended by subsection (a), requiring that a credit support
measure or other mechanism be utilized if the transfer of
commercial risk referred to in such sections is addressed by
entering into a swap with a swap dealer or major swap
participant or a security-based swap with a security-based
swap dealer or major security-based swap participant, as
appropriate, shall not apply with respect to swaps or
security-based swaps, as appropriate, entered into before the
date of the enactment of this Act.
TITLE III--HOLDING COMPANY REGISTRATION THRESHOLD EQUALIZATION ACT
SEC. 301. REGISTRATION THRESHOLD FOR SAVINGS AND LOAN HOLDING
COMPANIES.
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.)
is amended--
(1) in section 12(g)--
(A) in paragraph (1)(B), by inserting after ``is a bank''
the following: ``, a savings and loan holding company (as
defined in section 10 of the Home Owners' Loan Act),''; and
(B) in paragraph (4), by inserting after ``case of a bank''
the following: ``, a savings and loan holding company (as
defined in section 10 of the Home Owners' Loan Act),''; and
(2) in section 15(d), by striking ``case of bank'' and
inserting the following: ``case of a
[[Page H7498]]
bank, a savings and loan holding company (as defined in
section 10 of the Home Owners' Loan Act),''.
TITLE IV--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE
SIMPLIFICATION ACT
SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION
BROKERS.
Section 15(b) of the Securities Exchange Act of 1934 (15
U.S.C. 78o(b)) is amended by adding at the end the following:
``(13) Registration exemption for merger and acquisition
brokers.--
``(A) In general.--Except as provided in subparagraph (B),
an M&A broker shall be exempt from registration under this
section.
``(B) Excluded activities.--An M&A broker is not exempt
from registration under this paragraph if such broker does
any of the following:
``(i) Directly or indirectly, in connection with the
transfer of ownership of an eligible privately held company,
receives, holds, transmits, or has custody of the funds or
securities to be exchanged by the parties to the transaction.
``(ii) Engages on behalf of an issuer in a public offering
of any class of securities that is registered, or is required
to be registered, with the Commission under section 12 or
with respect to which the issuer files, or is required to
file, periodic information, documents, and reports under
subsection (d).
``(C) Rule of construction.--Nothing in this paragraph
shall be construed to limit any other authority of the
Commission to exempt any person, or any class of persons,
from any provision of this title, or from any provision of
any rule or regulation thereunder.
``(D) Definitions.--In this paragraph:
``(i) Control.--The term `control' means the power,
directly or indirectly, to direct the management or policies
of a company, whether through ownership of securities, by
contract, or otherwise. There is a presumption of control for
any person who--
``(I) is a director, general partner, member or manager of
a limited liability company, or officer exercising executive
responsibility (or has similar status or functions);
``(II) has the right to vote 20 percent or more of a class
of voting securities or the power to sell or direct the sale
of 20 percent or more of a class of voting securities; or
``(III) in the case of a partnership or limited liability
company, has the right to receive upon dissolution, or has
contributed, 20 percent or more of the capital.
``(ii) Eligible privately held company.--The term `eligible
privately held company' means a company that meets both of
the following conditions:
``(I) The company does not have any class of securities
registered, or required to be registered, with the Commission
under section 12 or with respect to which the company files,
or is required to file, periodic information, documents, and
reports under subsection (d).
``(II) In the fiscal year ending immediately before the
fiscal year in which the services of the M&A broker are
initially engaged with respect to the securities transaction,
the company meets either or both of the following conditions
(determined in accordance with the historical financial
accounting records of the company):
``(aa) The earnings of the company before interest, taxes,
depreciation, and amortization are less than $25,000,000.
``(bb) The gross revenues of the company are less than
$250,000,000.
``(iii) M&A broker.--The term `M&A broker' means a broker,
and any person associated with a broker, engaged in the
business of effecting securities transactions solely in
connection with the transfer of ownership of an eligible
privately held company, regardless of whether the broker acts
on behalf of a seller or buyer, through the purchase, sale,
exchange, issuance, repurchase, or redemption of, or a
business combination involving, securities or assets of the
eligible privately held company, if the broker reasonably
believes that--
``(I) upon consummation of the transaction, any person
acquiring securities or assets of the eligible privately held
company, acting alone or in concert, will control and,
directly or indirectly, will be active in the management of
the eligible privately held company or the business conducted
with the assets of the eligible privately held company; and
``(II) if any person is offered securities in exchange for
securities or assets of the eligible privately held company,
such person will, prior to becoming legally bound to
consummate the transaction, receive or have reasonable access
to the most recent year-end balance sheet, income statement,
statement of changes in financial position, and statement of
owner's equity of the issuer of the securities offered in
exchange, and, if the financial statements of the issuer are
audited, the related report of the independent auditor, a
balance sheet dated not more than 120 days before the date of
the offer, and information pertaining to the management,
business, results of operations for the period covered by the
foregoing financial statements, and material loss
contingencies of the issuer.
``(E) Inflation adjustment.--
``(i) In general.--On the date that is 5 years after the
date of the enactment of the Small Business Mergers,
Acquisitions, Sales, and Brokerage Simplification Act of
2014, and every 5 years thereafter, each dollar amount in
subparagraph (D)(ii)(II) shall be adjusted by--
``(I) dividing the annual value of the Employment Cost
Index For Wages and Salaries, Private Industry Workers (or
any successor index), as published by the Bureau of Labor
Statistics, for the calendar year preceding the calendar year
in which the adjustment is being made by the annual value of
such index (or successor) for the calendar year ending
December 31, 2012; and
``(II) multiplying such dollar amount by the quotient
obtained under subclause (I).
``(ii) Rounding.--Each dollar amount determined under
clause (i) shall be rounded to the nearest multiple of
$100,000.''.
SEC. 402. EFFECTIVE DATE.
This Act and any amendment made by this Act shall take
effect on the date that is 90 days after the date of the
enactment of this Act.
TITLE V--SMALL CAP LIQUIDITY REFORM ACT
SEC. 501. LIQUIDITY PILOT PROGRAM FOR SECURITIES OF CERTAIN
EMERGING GROWTH COMPANIES.
(a) In General.--Section 11A(c)(6) of the Securities
Exchange Act of 1934 (15 U.S.C. 78k-1(c)(6)) is amended to
read as follows:
``(6) Liquidity Pilot Program for Securities of Certain
Emerging Growth Companies.--
``(A) Quoting increment.--Beginning on the date that is 90
days after the date of the enactment of the Small Cap
Liquidity Reform Act of 2014, the securities of a covered
emerging growth company shall be quoted using--
``(i) a minimum increment of $0.05; or
``(ii) if, not later than 60 days after such date of
enactment, the company so elects in the manner described in
subparagraph (D)--
``(I) a minimum increment of $0.10; or
``(II) the increment at which such securities would be
quoted without regard to the minimum increments established
under this paragraph.
``(B) Trading increment.--In the case of a covered emerging
growth company the securities of which are quoted at a
minimum increment of $0.05 or $0.10 under this paragraph, the
Commission shall determine the increment at which the
securities of such company are traded.
``(C) Future right to opt out or change minimum
increment.--
``(i) In general.--At any time beginning on the date that
is 90 days after the date of the enactment of the Small Cap
Liquidity Reform Act of 2014, a covered emerging growth
company the securities of which are quoted at a minimum
increment of $0.05 or $0.10 under this paragraph may elect in
the manner described in subparagraph (D)--
``(I) for the securities of such company to be quoted at
the increment at which such securities would be quoted
without regard to the minimum increments established under
this paragraph; or
``(II) to change the minimum increment at which the
securities of such company are quoted from $0.05 to $0.10 or
from $0.10 to $0.05.
``(ii) When election effective.--An election under this
subparagraph shall take effect on the date that is 30 days
after such election is made.
``(iii) Single election to change minimum increment.--A
covered emerging growth company may not make more than one
election under clause (i)(II).
``(D) Manner of election.--
``(i) In general.--An election is made in the manner
described in this subparagraph by informing the Commission of
such election.
``(ii) Notification of exchanges and other trading
venues.--Upon being informed of an election under clause (i),
the Commission shall notify each exchange or other trading
venue where the securities of the covered emerging growth
company are quoted or traded.
``(E) Issuers ceasing to be covered emerging growth
companies.--
``(i) In general.--If an issuer the securities of which are
quoted at a minimum increment of $0.05 or $0.10 under this
paragraph ceases to be a covered emerging growth company, the
securities of such issuer shall be quoted at the increment at
which such securities would be quoted without regard to the
minimum increments established under this paragraph.
``(ii) Exceptions.--The Commission may by regulation, as
the Commission considers appropriate, specify any
circumstances under which an issuer shall continue to be
considered a covered emerging growth company for purposes of
this paragraph after the issuer ceases to meet the
requirements of subparagraph (L)(i).
``(F) Securities trading below $1.--
``(i) Initial price.--
``(I) At effective date.--If the trading price of the
securities of a covered emerging growth company is below $1
at the close of the last trading day before the date that is
90 days after the date of the enactment of the Small Cap
Liquidity Reform Act of 2014, the securities of such company
shall be quoted using the increment at which such securities
would be quoted without regard to the minimum increments
established under this paragraph.
``(II) At ipo.--If a covered emerging growth company makes
an initial public offering after the day described in
subclause (I) and the first share of the securities of such
company is offered to the public at a price below $1, the
securities of such company shall be quoted using the
increment at which such securities would be quoted without
regard to
[[Page H7499]]
the minimum increments established under this paragraph.
``(ii) Average trading price.--If the average trading price
of the securities of a covered emerging growth company falls
below $1 for any 90-day period beginning on or after the day
before the date of the enactment of the Small Cap Liquidity
Reform Act of 2014, the securities of such company shall,
after the end of such period, be quoted using the increment
at which such securities would be quoted without regard to
the minimum increments established under this paragraph.
``(G) Fraud or manipulation.--If the Commission determines
that a covered emerging growth company has violated any
provision of the securities laws prohibiting fraudulent,
manipulative, or deceptive acts or practices, the securities
of such company shall, after the date of the determination,
be quoted using the increment at which such securities would
be quoted without regard to the minimum increments
established under this paragraph.
``(H) Ineligibility for increased minimum increment
permanent.--The securities of an issuer may not be quoted at
a minimum increment of $0.05 or $0.10 under this paragraph at
any time after--
``(i) such issuer makes an election under subparagraph
(A)(ii)(II);
``(ii) such issuer makes an election under subparagraph
(C)(i)(I), except during the period before such election
takes effect; or
``(iii) the securities of such issuer are required by this
paragraph to be quoted using the increment at which such
securities would be quoted without regard to the minimum
increments established under this paragraph.
``(I) Additional reports and disclosures.--The Commission
shall require a covered emerging growth company the
securities of which are quoted at a minimum increment of
$0.05 or $0.10 under this paragraph to make such reports and
disclosures as the Commission considers necessary or
appropriate in the public interest or for the protection of
investors.
``(J) Limitation of liability.--An issuer (or any officer,
director, manager, or other agent of such issuer) shall not
be liable to any person (other than such issuer) under any
law or regulation of the United States, any constitution,
law, or regulation of any State or political subdivision
thereof, or any contract or other legally enforceable
agreement (including any arbitration agreement) for any
losses caused solely by the quoting of the securities of such
issuer at a minimum increment of $0.05 or $0.10, by the
trading of such securities at the increment determined by the
Commission under subparagraph (B), or by both such quoting
and trading, as provided in this paragraph.
``(K) Report to congress.--Not later than 6 months after
the date of the enactment of the Small Cap Liquidity Reform
Act of 2014, and every 6 months thereafter, the Commission,
in coordination with each exchange on which the securities of
covered emerging growth companies are quoted or traded, shall
submit to Congress a report on the quoting and trading of
securities in increments permitted by this paragraph and the
extent to which such quoting and trading are increasing
liquidity and active trading by incentivizing capital
commitment, research coverage, and brokerage support,
together with any legislative recommendations the Commission
may have.
``(L) Definitions.--In this paragraph:
``(i) Covered emerging growth company.--The term `covered
emerging growth company' means an emerging growth company, as
defined in the first paragraph (80) of section 3(a), except
that--
``(I) such paragraph shall be applied by substituting
`$750,000,000' for `$1,000,000,000' each place it appears;
and
``(II) subparagraphs (B), (C), and (D) of such paragraph do
not apply.
``(ii) Security.--The term `security' means an equity
security.
``(M) Savings provision.--Notwithstanding any other
provision of this paragraph, the Commission may--
``(i) make such adjustments to the pilot program specified
in this paragraph as the Commission considers necessary or
appropriate to ensure that such program can provide
statistically meaningful or reliable results, including
adjustments to eliminate selection bias among participants,
expand the number of participants eligible to participate in
such program, and change the duration of such program for one
or more participants; and
``(ii) conduct any other study or pilot program, in
conjunction with or separate from the pilot program specified
in this paragraph (as such program may be adjusted pursuant
to clause (i)), to evaluate quoting or trading in various
minimum increments.''.
(b) Sunset.--Effective on the date that is 5 years after
the date of the enactment of this Act, section 11A(c)(6) of
the Securities Exchange Act of 1934 (15 U.S.C. 78k-1(c)(6))
is repealed.
TITLE VI--IMPROVING ACCESS TO CAPITAL FOR EMERGING GROWTH COMPANIES ACT
SEC. 601. FILING REQUIREMENT FOR PUBLIC FILING PRIOR TO
PUBLIC OFFERING.
Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C.
77f(e)(1)) is amended by striking ``21 days'' and inserting
``15 days''.
SEC. 602. GRACE PERIOD FOR CHANGE OF STATUS OF EMERGING
GROWTH COMPANIES.
Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C.
77f(e)(1)) is further amended by adding at the end the
following: ``An issuer that was an emerging growth company at
the time it submitted a confidential registration statement
or, in lieu thereof, a publicly filed registration statement
for review under this subsection but ceases to be an emerging
growth company thereafter shall continue to be treated as an
emerging market growth company for the purposes of this
subsection through the earlier of the date on which the
issuer consummates its initial public offering pursuant to
such registrations statement or the end of the 1-year period
beginning on the date the company ceases to be an emerging
growth company.''
SEC. 603. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR EMERGING
GROWTH COMPANIES.
Section 102 of the Jumpstart Our Business Startups Act
(Public Law 112-106) is amended by adding at the end the
following:
``(d) Simplified Disclosure Requirements.--With respect to
an emerging growth company (as such term is defined under
section 2 of the Securities Act of 1933):
``(1) Requirement to include notice on form s-1.--Not later
than 30 days after the date of enactment of this subsection,
the Securities and Exchange Commission shall revise its
general instructions on Form S-1 to indicate that a
registration statement filed (or submitted for confidential
review) by an issuer prior to an initial public offering may
omit financial information for historical periods otherwise
required by regulation S-X (17 C.F.R. 210.1-01 et seq.) as of
the time of filing (or confidential submission) of such
registration statement, provided that--
``(A) the omitted financial information relates to a
historical period that the issuer reasonably believes will
not be required to be included in the Form S-1 at the time of
the contemplated offering; and
``(B) prior to the issuer distributing a preliminary
prospectus to investors, such registration statement is
amended to include all financial information required by such
regulation S-X at the date of such amendment.
``(2) Reliance by issuers.--Effective 30 days after the
date of enactment of this subsection, an issuer filing a
registration statement (or submitting the statement for
confidential review) on Form S-1 may omit financial
information for historical periods otherwise required by
regulation S-X (17 C.F.R. 210.1-01 et seq.) as of the time of
filing (or confidential submission) of such registration
statement, provided that--
``(A) the omitted financial information relates to a
historical period that the issuer reasonably believes will
not be required to be included in the Form S-1 at the time of
the contemplated offering; and
``(B) prior to the issuer distributing a preliminary
prospectus to investors, such registration statement is
amended to include all financial information required by such
regulation S-X at the date of such amendment.''.
TITLE VII--SMALL COMPANY DISCLOSURE SIMPLIFICATION ACT
SEC. 701. EXEMPTION FROM XBRL REQUIREMENTS FOR EMERGING
GROWTH COMPANIES AND OTHER SMALLER COMPANIES.
(a) Exemption for Emerging Growth Companies.--Emerging
growth companies are exempted from the requirements to use
Extensible Business Reporting Language (XBRL) for financial
statements and other periodic reporting required to be filed
with the Commission under the securities laws. Such companies
may elect to use XBRL for such reporting.
(b) Exemption for Other Smaller Companies.--Issuers with
total annual gross revenues of less than $250,000,000 are
exempt from the requirements to use XBRL for financial
statements and other periodic reporting required to be filed
with the Commission under the securities laws. Such issuers
may elect to use XBRL for such reporting. An exemption under
this subsection shall continue in effect until--
(1) the date that is five years after the date of enactment
of this Act; or
(2) the date that is two years after a determination by the
Commission, by order after conducting the analysis required
by section 702, that the benefits of such requirements to
such issuers outweigh the costs, but no earlier than three
years after enactment of this Act.
(c) Modifications to Regulations.--Not later than 60 days
after the date of enactment of this Act, the Commission shall
revise its regulations under parts 229, 230, 232, 239, 240,
and 249 of title 17, Code of Federal Regulations, to reflect
the exemptions set forth in subsections (a) and (b).
SEC. 702. ANALYSIS BY THE SEC.
The Commission shall conduct an analysis of the costs and
benefits to issuers described in section 701(b) of the
requirements to use XBRL for financial statements and other
periodic reporting required to be filed with the Commission
under the securities laws. Such analysis shall include an
assessment of--
(1) how such costs and benefits may differ from the costs
and benefits identified by the Commission in the order
relating to interactive data to improve financial reporting
(dated January 30, 2009; 74 Fed. Reg. 6776) because of the
size of such issuers;
(2) the effects on efficiency, competition, capital
formation, and financing and on analyst coverage of such
issuers (including any such effects resulting from use of
XBRL by investors);
[[Page H7500]]
(3) the costs to such issuers of--
(A) submitting data to the Commission in XBRL;
(B) posting data on the website of the issuer in XBRL;
(C) software necessary to prepare, submit, or post data in
XBRL; and
(D) any additional consulting services or filing agent
services;
(4) the benefits to the Commission in terms of improved
ability to monitor securities markets, assess the potential
outcomes of regulatory alternatives, and enhance investor
participation in corporate governance and promote capital
formation; and
(5) the effectiveness of standards in the United States for
interactive filing data relative to the standards of
international counterparts.
SEC. 703. REPORT TO CONGRESS.
Not later than one year after the date of enactment of this
Act, the Commission shall provide the Committee on Financial
Services of the House of Representatives and the Committee on
Banking, Housing, and Urban Affairs of the Senate a report
regarding--
(1) the progress in implementing XBRL reporting within the
Commission;
(2) the use of XBRL data by Commission officials;
(3) the use of XBRL data by investors;
(4) the results of the analysis required by section 702;
and
(5) any additional information the Commission considers
relevant for increasing transparency, decreasing costs, and
increasing efficiency of regulatory filings with the
Commission.
SEC. 704. DEFINITIONS.
As used in this title, the terms ``Commission'', ``emerging
growth company'', ``issuer'', and ``securities laws'' have
the meanings given such terms in section 3 of the Securities
Exchange Act of 1934 (15 U.S.C. 78c).
TITLE VIII--RESTORING PROVEN FINANCING FOR AMERICAN EMPLOYERS ACT
SEC. 801. RULES OF CONSTRUCTION RELATING TO COLLATERALIZED
LOAN OBLIGATIONS.
Section 13(g) of the Bank Holding Company Act of 1956 (12
U.S.C. 1851(g)) is amended by adding at the end the following
new paragraphs:
``(4) Collateralized loan obligations.--
``(A) Inapplicability to certain collateralized loan
obligations.--Nothing in this section shall be construed to
require the divestiture, prior to July 21, 2017, of any debt
securities of collateralized loan obligations, if such debt
securities were issued before January 31, 2014.
``(B) Ownership interest with respect to collateralized
loan obligations.--A banking entity shall not be considered
to have an ownership interest in a collateralized loan
obligation because it acquires, has acquired, or retains a
debt security in such collateralized loan obligation if the
debt security has no indicia of ownership other than the
right of the banking entity to participate in the removal for
cause, or in the selection of a replacement after removal for
cause or resignation, of an investment manager or investment
adviser of the collateralized loan obligation.
``(C) Definitions.--For purposes of this paragraph:
``(i) Collateralized loan obligation.--The term
`collateralized loan obligation' means any issuing entity of
an asset-backed security, as defined in section 3(a)(77) of
the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(77)),
that is comprised primarily of commercial loans.
``(ii) Removal for cause.--An investment manager or
investment adviser shall be deemed to be removed `for cause'
if the investment manager or investment adviser is removed as
a result of--
``(I) a breach of a material term of the applicable
management or advisory agreement or the agreement governing
the collateralized loan obligation;
``(II) the inability of the investment manager or
investment adviser to continue to perform its obligations
under any such agreement;
``(III) any other action or inaction by the investment
manager or investment adviser that has or could reasonably be
expected to have a materially adverse effect on the
collateralized loan obligation, if the investment manager or
investment adviser fails to cure or take reasonable steps to
cure such effect within a reasonable time; or
``(IV) a comparable event or circumstance that threatens,
or could reasonably be expected to threaten, the interests of
holders of the debt securities.''.
TITLE IX--SBIC ADVISERS RELIEF ACT
SEC. 901. ADVISERS OF SBICS AND VENTURE CAPITAL FUNDS.
Section 203(l) of the Investment Advisers Act of 1940 (15
U.S.C. 80b-3(l)) is amended--
(1) by striking ``No investment adviser'' and inserting the
following:
``(1) In general.--No investment adviser''; and
(2) by adding at the end the following:
``(2) Advisers of sbics.--For purposes of this subsection,
a venture capital fund includes an entity described in
subparagraph (A), (B), or (C) of subsection (b)(7) (other
than an entity that has elected to be regulated or is
regulated as a business development company pursuant to
section 54 of the Investment Company Act of 1940).''.
SEC. 902. ADVISERS OF SBICS AND PRIVATE FUNDS.
Section 203(m) of the Investment Advisers Act of 1940 (15
U.S.C. 80b-3(m)) is amended by adding at the end the
following:
``(3) Advisers of sbics.--For purposes of this subsection,
the assets under management of a private fund that is an
entity described in subparagraph (A), (B), or (C) of
subsection (b)(7) (other than an entity that has elected to
be regulated or is regulated as a business development
company pursuant to section 54 of the Investment Company Act
of 1940) shall be excluded from the limit set forth in
paragraph (1).''.
SEC. 903. RELATIONSHIP TO STATE LAW.
Section 203A(b)(1) of the Investment Advisers Act of 1940
(15 U.S.C. 80b-3a(b)(1)) is amended--
(1) in subparagraph (A), by striking ``or'' at the end;
(2) in subparagraph (B), by striking the period at the end
and inserting ``; or''; and
(3) by adding at the end the following:
``(C) that is not registered under section 203 because that
person is exempt from registration as provided in subsection
(b)(7) of such section, or is a supervised person of such
person.''.
TITLE X--DISCLOSURE MODERNIZATION AND SIMPLIFICATION ACT
SEC. 1001. SUMMARY PAGE FOR FORM 10-K.
Not later than the end of the 180-day period beginning on
the date of the enactment of this Act, the Securities and
Exchange Commission shall issue regulations to permit issuers
to submit a summary page on form 10-K (17 C.F.R. 249.310),
but only if each item on such summary page includes a cross-
reference (by electronic link or otherwise) to the material
contained in form 10-K to which such item relates.
SEC. 1002. IMPROVEMENT OF REGULATION S-K.
Not later than the end of the 180-day period beginning on
the date of the enactment of this Act, the Securities and
Exchange Commission shall take all such actions to revise
regulation S-K (17 C.F.R. 229.10 et seq.)--
(1) to further scale or eliminate requirements of
regulation S-K, in order to reduce the burden on emerging
growth companies, accelerated filers, smaller reporting
companies, and other smaller issuers, while still providing
all material information to investors;
(2) to eliminate provisions of regulation S-K, required for
all issuers, that are duplicative, overlapping, outdated, or
unnecessary; and
(3) for which the Commission determines that no further
study under section 1003 is necessary to determine the
efficacy of such revisions to regulation S-K.
SEC. 1003. STUDY ON MODERNIZATION AND SIMPLIFICATION OF
REGULATION S-K.
(a) Study.--The Securities and Exchange Commission shall
carry out a study of the requirements contained in regulation
S-K (17 C.F.R. 229.10 et seq.). Such study shall--
(1) determine how best to modernize and simplify such
requirements in a manner that reduces the costs and burdens
on issuers while still providing all material information;
(2) emphasize a company by company approach that allows
relevant and material information to be disseminated to
investors without boilerplate language or static requirements
while preserving completeness and comparability of
information across registrants; and
(3) evaluate methods of information delivery and
presentation and explore methods for discouraging repetition
and the disclosure of immaterial information.
(b) Consultation.--In conducting the study required under
subsection (a), the Commission shall consult with the
Investor Advisory Committee and the Advisory Committee on
Small and Emerging Companies.
(c) Report.--Not later than the end of the 360-day period
beginning on the date of enactment of this Act, the
Commission shall issue a report to the Congress containing--
(1) all findings and determinations made in carrying out
the study required under subsection (a);
(2) specific and detailed recommendations on modernizing
and simplifying the requirements in regulation S-K in a
manner that reduces the costs and burdens on companies while
still providing all material information; and
(3) specific and detailed recommendations on ways to
improve the readability and navigability of disclosure
documents and to discourage repetition and the disclosure of
immaterial information.
(d) Rulemaking.--Not later than the end of the 360-day
period beginning on the date that the report is issued to the
Congress under subsection (c), the Commission shall issue a
proposed rule to implement the recommendations of the report
issued under subsection (c).
(e) Rule of Construction.--Revisions made to regulation S-K
by the Commission under section 1002 shall not be construed
as satisfying the rulemaking requirements under this section.
TITLE XI--ENCOURAGING EMPLOYEE OWNERSHIP ACT
SEC. 1101. INCREASED THRESHOLD FOR DISCLOSURES RELATING TO
COMPENSATORY BENEFIT PLANS.
Not later than 60 days after the date of the enactment of
this Act, the Securities and Exchange Commission shall revise
section 230.701(e) of title 17, Code of Federal Regulations,
so as to increase from $5,000,000 to $10,000,000 the
aggregate sales price or amount of securities sold during any
consecutive 12-month period in excess of which
[[Page H7501]]
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.
The SPEAKER pro tempore. Pursuant to the rule, the gentleman from
Pennsylvania (Mr. Fitzpatrick) and the gentlewoman from California (Ms.
Waters) each will control 20 minutes.
The Chair recognizes the gentleman from Pennsylvania.
General Leave
Mr. FITZPATRICK. Mr. Speaker, I ask unanimous consent that all
Members may have 5 legislative days in which to revise and extend their
remarks and to submit extraneous materials for the Record on H.R. 5405,
as amended, currently under consideration.
The SPEAKER pro tempore. Is there objection to the request of the
gentleman from Pennsylvania?
There was no objection.
Mr. FITZPATRICK. Mr. Speaker, I yield myself such time as I may
consume.
I am the proud sponsor, Mr. Speaker, of a package of bills we are
considering this evening. This legislation contains the language of
nearly a dozen jobs bills that have either passed the Financial
Services Committee or have passed this House with broad bipartisan
support. The Senate should immediately take up and pass this package,
though recent history doesn't give us much hope. The Senate's
Democratic leadership is already sitting on some 40 jobs bills,
including several that we are considering here this evening.
Mr. Speaker, this is a jobs bill. By repealing and reforming
burdensome regulations we can set businesses and working capital free
to invest in the economy and to create jobs. For example, Wegmans, a
grocery store chain that employs 44,000 people, including 8,200 in my
home State of Pennsylvania, needs this regulatory relief to retain
their best employees while allowing workers to invest in the company
and invest in their own futures.
Biotech is an extremely important and vibrant industry in southeast
Pennsylvania employing thousands and working toward treatments and
cures for devastating diseases like diabetes, Alzheimer's, cancer, and
HIV/AIDS. Former Representative Jim Greenwood, current president of
BIO, put it this way:
For far too long, small public companies have been
hamstrung by one-size-fits-all regulations that stifle their
growth. This legislation will foster innovation and stimulate
groundbreaking research and development at emerging companies
in Pennsylvania and across our Nation.
Finally, Mr. Speaker, there are companies in and around Bucks County,
Pennsylvania, that have the resources to invest right now in small
businesses. This bill will allow them to invest more of their resources
in advancing American workers instead of spending money complying with
needless regulations in Washington.
These are just some of the examples of how this bill provides
necessary relief to those that we are counting on to power our economy
as it continues to recover.
Mr. Speaker, I spent the summer touring 100 businesses in my
district, and, despite my frustrations with Washington, I remain
optimistic, as I know our recovery is in the right hands as long as
American workers and entrepreneurs are in the driver's seat.
I want to thank the Republican and Democrat authors of the underlying
language, as well as the chairman for his leadership.
I urge my colleagues to support this legislation, and I hold out hope
that the Senate will take action on this bill and the dozens of other
jobs bills that are stacking up in their Chamber like cordwood.
I reserve the balance of my time.
Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
Mr. Speaker, I rise today not only in opposition to this legislation
but to a process that has been conducted in secret and in bad faith.
Tonight, the House will debate two legislative packages that have
been brought to the floor over the objections of the minority and
without regard for due process or the opportunity for robust debate.
Mr. Speaker, make no mistake: these measures are being advanced for
no other reason than political gain.
The bill we consider presently is H.R. 5405, a newly created package
that combines 11--11--separate Republican-authored bills. These complex
and wide-ranging measures have been hastily merged together and rushed
to the floor for a vote. The expedited process in which the Republicans
have engaged, over my objections, have denied Members the opportunity
to debate how these pieces will interact with each other and the
problems that may occur as a result.
Keep in mind that H.R. 5405 is so far-reaching that it amends the
Securities Act, the Commodity Exchange Act, the Securities Exchange
Act, the JOBS Act, the Bank Holding Company Act, and the Investment
Advisers Act, not to mention that many provisions interact with the
Dodd-Frank Act.
With this omnibus proposal touching so many different aspects of our
directives and securities laws, Members ought to have the chance to
offer amendments on the floor and debate whether this laundry list of
provisions is the right approach.
{time} 1945
Again, this is a substantial piece of legislation with the package
requiring three separate reports by the SEC and another robust cost-
benefit analysis.
Keep in mind that the majority is placing all these new rule-writing
and reporting requirements on the SEC at the same time that they are
denying the Commission the funding they need to do their job
efficiently and be the tough sheriff for Wall Street that we need them
to be.
I, for one, oppose this last-minute attempt to circumvent the
legislative process. At the eleventh hour, it seems the majority is
using all the tricks at their disposal to prove to the American people
that they are more than the do-nothing Republican Congress. I think the
American people are smarter than that.
Again, I think the American people would agree that Members of this
House should be afforded the opportunity to discuss what is in these
packages, offer amendments, and have a robust debate on these bills.
Tonight, in a mad dash for political victory, that fundamental
element of democracy will be thwarted; furthermore, the chairman has
broken with the tradition of a bipartisan suspension vote process by
putting forth more than 15 pieces of legislation in exchange for one
Democratic bill. This is just unacceptable.
Unfortunately, as with flood insurance legislation, the Export-Import
Bank, and the Terrorism Risk Insurance Act, the ideological wing of the
Republican Party is unable and unwilling to work together to get things
done for our Nation's citizens. I am dismayed that they continue to put
partisan interests ahead of job creation, certainty for our businesses,
and the democratic process.
Mr. Speaker, to preserve the principle of fairness for the minority
and to ensure the democratic process continues as it has for centuries,
I am, indeed, opposing this legislation as well as the Insurance
Capital Standards Clarification Act that we will consider shortly.
I believe that if gone unchecked this type of legislating could
increase and soon become commonplace. We must not circumvent our time-
honored traditions for political gain.
I reserve the balance of my time.
Mr. FITZPATRICK. Mr. Speaker, I yield 3 minutes to the gentleman from
Illinois (Mr. Hultgren), the author and sponsor of title XI in this
jobs bill.
Mr. HULTGREN. Mr. Speaker, today, I am proud to speak in support of
H.R. 5405, and I do want to thank Representative Fitzpatrick from
Pennsylvania for his important work on this bill. Among other things,
this bill will help encourage capital formation at small and emerging
businesses. These tools helps businesses expand their operation and,
most importantly, hire more workers.
I am especially pleased that the bill includes my own legislation,
the Encouraging Employee Ownership Act of 2014, or EEOA. This
bipartisan provision would make it easier for companies in Illinois and
nationwide to let hardworking employees own a stake in the business
they are a part of.
I have learned firsthand from my constituents in the 14th
Congressional
[[Page H7502]]
District about the many benefits of employee ownership. When you walk
into Scot Forge, an entirely employee-owned manufacturer in my
district, there is a noticeable difference in the energy of the
employees, from upper management on down to the shop floor.
When employees have a stake in the company they work for, their sense
of ownership over details large and small makes a real difference to
their bottom line and, more importantly, to their quality of life.
The business, in turn, receives a large boost in productivity,
enabling them to expand their reach and invest in new technologies and
equipment.
Unfortunately, some companies are shying away from offering employee
ownership because of regulations that limit how much ownership they can
safely offer.
SEC rule 701 mandates various disclosures for privately-held
companies that sell more than $5 million worth of securities for
employee compensation. In 1999, the SEC arbitrarily set this threshold
at $5 million without a concrete explanation why.
For businesses who want to offer more stock to more employees, this
rule forces those businesses to make confidential disclosures that
could greatly damage future innovations if they fell into the wrong
hands.
The SEC's original rulemaking acknowledged this, and some voiced
their concern that a disgruntled employee could use this confidential
information to harm their former employer; further, it is costly to
prepare these disclosures just so a business can offer the benefits of
ownership to their employees. My bill, included in H.R. 5405, would
address this problem.
As the Chamber of Commerce, who supports this legislation, has
explained, this legislation would ``help give employees of American
businesses a greater chance to participate in the success of their
company.''
I want to thank Representatives Bachus, Fitzpatrick, Garrett, Hurt,
Mulvaney, Ross, and Stivers for their support.
It is also worth noting that, in good faith, both sides agree to
lower the threshold to $10 million instead of the $20 million the bill
originally included. I am glad we could iron out our differences and
put forward a strong bill.
I want take thank my colleagues on the other side of the aisle,
including Representative Jared Polis of Colorado, for his support, and
Representative John Delaney of Maryland, for his hard work on this
bill.
The question remains: Do we want businesses to reserve employee
ownership only for senior-level executives because of concerns about
costs or the dissemination of confidential information?
Under my bill, they will not be forced to make that decision because
of this easier and safer method of offering ownership to more
employees.
I encourage all my colleagues to support this legislation.
Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
Some Members will come to the floor, and they will support this
legislation because they may have one bill in this package, and I
understand that. Some Members may have cosponsored a bill or worked on
one bill. These Members, no matter how well-intended they are, cannot
speak to the other 10 bills in the package because they don't know what
those other 10 bills are all about.
Many don't have a clue about these other bills. Members will not even
remember how they voted for or against bills that have been placed in
this package.
What is being asked of the Members of this House is to forget about
what really works for all Members. What they are asking Members to do
at the last minute, before we close down this session, is to vote for a
bill where they have packaged this large number of bills without
understanding what they are or what is in them.
Just vote for them because we want a political package that says,
``We are doing something about jobs. We are going to present this as a
jobs package. We are going to do more than anybody else for jobs.''
This is unreasonable. It is actually unconscionable. They should not
put this burden on the Members.
I am going to ask Members to vote ``no'' on this bill, and I reserve
the balance of my time.
Mr. FITZPATRICK. Mr. Speaker, I yield 3 minutes to the gentleman from
Virginia (Mr. Hurt), vice chairman of the Capital Markets Subcommittee
of the Financial Services Committee.
Mr. HURT. I thank Mr. Fitzpatrick and the chairman of the Financial
Services Committee for their leadership on this issue.
Mr. Speaker, for the record, all 11 bills in this package have been
either voted on in full committee or on this floor with bipartisan
support; so the idea that these have never been heard before and that
no one knows what is in them is not accurate.
I rise in support of this good bill, the Promoting Job Creation and
Reducing Small Business Burdens Act. With millions of Americans still
out of work, our top focus must be enacting policies that help spur job
growth throughout our country.
Unfortunately, I continue to hear from my constituents in Virginia's
Fifth District about the impact of costly regulations on job creation,
especially those regulations that disproportionately affect smaller
public companies that wish to access capital in our public markets.
One such regulation is related to the use of eXtensible Business
Reporting Language, or XBRL, which was mandated by the Securities and
Exchange Commission in 2009. While the SEC's rule is well-intended,
this regulation has become another example of a requirement where the
costs outweigh the potential benefits.
These small companies spend tens of thousands of dollars or more
complying with the regulation, yet there is substantial evidence that
fewer than 10 percent of investors actually use XBRL, further
diminishing its potential benefits.
That is why Representative Terri Sewell and I crafted the bipartisan
Small Company Disclosure Simplification Act which is incorporated into
title VII of the bill we are considering today.
This provision will provide an optional exemption for emerging growth
companies and smaller public companies from the requirement to file
their information in XBRL with the SEC, the same information which is
already filed with the SEC in a readily accessible format;
additionally, this bill requires the SEC to perform a cost-benefit
analysis on the rule's impact on smaller public companies, something
the SEC failed to adequately address in the original rule.
Whether a supporter or a skeptic of XBRL, these provisions will help
provide a pathway for the SEC to focus on developing a system of
disclosure for smaller companies that eliminate unnecessary costs while
achieving greater benefits.
I ask my colleagues to join me today in voting on this good bill so
that we can continue to promote capital access in our public markets
and spur job growth for working Americans across our country.
Ms. WATERS. Mr. Speaker, I yield such time as he may consume to the
gentleman from Minnesota (Mr. Ellison).
Mr. ELLISON. I thank the gentlewoman.
Mr. Speaker, no Member of Congress is ever going to come down to the
floor and tell you, ``This bill that I'm offering is going to cut jobs,
empower the most powerful, and weaken people who are already in
precarious economic circumstances.''
Nobody is going to come and offer you the anti-jobs bill. It is not
just going to happen. Every Member who comes down here is going to
proclaim, ``Jobs, jobs, jobs and, if you do this right now, jobs''--
chicken in every pot kind of talk--but we have a certain way that we do
things here, and that is what the suspension calendar is for,
noncontroversial legislation.
It is for things that nobody has a real point of opposing. It is not
where you bring forth a bill of complicated derivatives legislation and
where Members should offer and debate amendments, and there should be
an open rule.
This bill actually combines a whole range of very complicated
financial information. This is the kind of bill that people decry and
why they are angry with Washington, D.C., when they hear that they are
passing all types of bills that have sweeping implications for
Americans all over this country and people don't even know about it.
[[Page H7503]]
The fact is that there are at least 15 separate pieces of legislation
contained in what is being offered as, essentially, a noncontroversial
bill. This bill is anything but noncontroversial.
I want to hasten to add, Mr. Speaker, that there might be pieces of
legislation contained in this megabill that they are offering that have
merit. I am not even saying that it is 100 percent bad. I am simply
saying that it is highly controversial and it is extremely complicated.
I happen to remember being on the floor when we debated the
Affordable Care Act. My colleagues on the other side made a huge point
of saying, ``There are 2,000 pages, and there's five stacks.'' They
made this case that there was this big, giant, voluminous bill and
people didn't know what was in it and they were going to be called upon
to pass this huge bill the public wouldn't really understand. They
raised a policy point.
My point to them right now is that if passing a bill that is
voluminous and that people don't understand is not a good thing, then
don't do it. You can hardly put yourself in the position of doing
exactly what you accuse your opponents of doing.
We should be taking these bills one by one and having amendments and
debating them. I can tell you there are a number of bills in here that
I personally am concerned about.
The Inter-Affiliate Swap Clarification Act is a bill that I believe
would diminish the protections to the public of derivatives trading.
The Customer Protection End User Relief Act may not have merit, but it
is a complicated piece of legislation, and anyone who wants to tune in
and watch the debate so they can understand what their Congress is
doing ought to be able to do so. We shouldn't just package it up and
sweep it through on some big vote.
I am urging a very strong ``no'' vote because the process is all
wrong. If these bills have merit, let them stand on their own two feet.
Please don't run this thing down our throat in the late evening hours
or even in the morning.
Let's deal with these bills in a careful way that this country
deserves. Let's say to the American people that this complicated
financial legislation deserves debate, rebuttal, and amendment, and we
need an open rule to do this thing right. There is no need to rush this
thing through.
I just want to end the way that I started, Mr. Speaker. Everybody
declares they are for jobs. Everybody says, ``Do what I am asking you
to do for jobs.'' That will be the case whether it is some sort of big,
giant loophole for a huge oil company who is just going to pocket the
money, and it is going to be the case if somebody wants to get rid of
health and safety regulations. It is going to be the case in nearly any
case that we want to talk about here.
{time} 2000
But good legislation stands scrutiny, withstands debate, and
certainly wouldn't be afraid of standing on its own, which is exactly
what this piece of legislation does not offer.
Mr. Speaker, I urge a very strong ``no'' vote for this complicated
bill that involves very, very serious financial legislation that really
needs to be handled one bill at a time.
Mr. FITZPATRICK. Mr. Speaker, I reserve the balance of my time.
Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
You have heard from me and Congressman Ellison why this process is a
process that we cannot in any way allow to take place without the kind
of criticism that we are putting forth about this. This rises to the
point of being shameful. This rises to the point of being
disrespectful. This rises to the point of placing all of our colleagues
in a position where, if anybody asked them about what is in this bill,
if any of their constituents wanted to know what they voted on, they
would not be able to tell them so.
They would not be able to tell them so because most of the Members,
for the most part, that are going to come to this floor and vote on
this bill just simply have not had the time, even if they had the
background, to look into this bill. They have not had the time to ask
others in their caucus about this bill. They have not had time to ask
any of the advocacy organizations about this bill, for or against.
Now I understand again, and I want to repeat this, why some Members
feel it absolutely necessary even though they don't like it. They have
got one bill in here that they have worked on, that they have put a lot
of time in and that they believe in, and they want desperately to have
their bill passed.
So they are going to swallow what is being done to them in order to
get, perhaps, an opportunity to get their bill, but they don't like it.
And they will tell you, not on this floor, but behind the scenes, that
they don't like it. They don't like the way they are being treated.
As a matter of fact, if we had the time for a real debate on this
floor tonight and we asked any of the Members on the opposite side of
the aisle to go down and debate these 11 bills that are in this first
package, you wouldn't find two or three that would be able to do it.
And the same thing on the second bill that is going to come up that
talks about some issues in the insurance industry.
This should not happen. And the fact that the suspensions process has
been hijacked is something that this floor and this Congress is going
to have to deal with for the future. This should not happen.
We know why it was intended, why suspensions are necessary to
expedite or when you have noncontroversial bills, but it was not
intended for this kind of hijacking. It was not intended where you
could take a whole bundle of bills, throw them into one, behind one
bill that was hastily put together, that is going to do a lot of
damage, and somehow call it a legitimate suspension bill.
So, Mr. Speaker and Members, let this be a lesson to all of us that
we are going to have to pay attention to the rules of suspension; and
if there needs to be a modification or change that will not allow this
kind of thing to happen, some of us are going to have to take up
leadership in doing that modification, coming forth with some new kind
of ruling that will not allow this to happen.
And more than anything else, if my friends on the opposite side of
the aisle get away with this, we can just throw our hands up because
what they will do for the future is save all the difficult bills, add
to it a bill, and then package them all and put Members in the kind of
position that they are trying to put them in tonight.
It is unfair. It should not happen, and I am going to ask for a
``no'' vote on this bill.
Mr. Speaker, I yield back the balance of my time.
Mr. FITZPATRICK. Mr. Speaker, I yield myself such time as I may
consume.
Mr. Speaker, I would like to address an objection raised by my friend
from Minnesota (Mr. Ellison). He called this bill that is before us,
H.R. 5405, a megabill.
I would like to note for the Record that the bill is 39 pages, as
opposed to Dodd-Frank, which accumulated about 2,300 pages. This is a
39-page bill, and it is written in plain English; everybody understands
it, composed of 11 bills, 11 sub-bills, subtitles. Each one of those
bills had its own hearing in the Financial Services Committee, and
those hearings had witnesses and those bills had markup hearings. At
those markup hearings, there was opportunity for amendment and debate.
So what I am saying, Mr. Speaker, is each one of these 11 bills make
up a 39-page bill, divided approximately four pages per bill, written
in plain English everybody understands, all debated quite a bit already
in this session. Those bills, when they were sponsored, they were
bipartisan in sponsorship. They passed the House in bipartisan fashion.
And before that, they were before the committee with their bipartisan
cosponsors and passed the committee in bipartisan fashion.
So this is not a megabill, Mr. Speaker. This is actually just the
opposite. This is a plain-English bill of bipartisan fashion that has
already been debated and vetted fully in the committee and in this
House.
So to take the idea that you could put 11 bills that are bipartisan
and passed overwhelmingly together and it is going to produce results
and, yes, Mr. Ellison, jobs for the American people, unleash the power
of the American economy to put people back to work, I am not sure how
that becomes a bad thing. I think that is a very good thing, because my
friends on the other
[[Page H7504]]
side of the aisle are talking about process and procedure and debate
and amendments. We are talking about results.
Now Ms. Waters of California, the ranking member, has raised two
objections. First she called this a partisan effort. Eleven bipartisan
bills, hardly partisan, all passed the House or committee with
bipartisan support.
The second thing that Ms. Waters has identified is an objection to
this. She calls this a mad dash for political gain. Mr. Speaker, this
is a mad dash for sensible regulation for small businesses in Bucks
County, in Pennsylvania, and across our Nation. This is a mad dash to
get the Senate to do something, to do anything, to help American job
creators. Mr. Speaker, this is a mad dash to get results.
As I said, there is a lot of talk on this floor and in this town
about ending the partisan divide, about getting people to work
together. These are bipartisan bills that produce results, that get
things done. This is a good bill.
Of the 11 bills that make it up, 10 of them were supported by Ms.
Waters and voted for by Ms. Waters. The 11th bill, that she objected
to, her witness in the hearing identified some issues with that 11th
bill, and we actually negotiated against ourselves. We made changes to
the 11th bill to make it more palatable so that everybody could come
together around a job-creation bill. That is the bill that is before
the House. That is the one that we are asking the Members to support.
So in closing, Mr. Speaker, a vote for this legislation is a vote to
support emerging growth companies. It is a vote for small businesses.
It is a vote for entrepreneurs. It is a vote for the American worker.
These are the people we are counting on to drive American progress
and economic progress, to fuel the next American century. I urge my
colleagues to support this measure and pass these bills.
Mr. Speaker, I yield back the balance of my time.
The SPEAKER pro tempore. The question is on the motion offered by the
gentleman from Pennsylvania (Mr. Fitzpatrick) that the House suspend
the rules and pass the bill, H.R. 5405, as amended.
The question was taken.
The SPEAKER pro tempore. In the opinion of the Chair, two-thirds
being in the affirmative, the ayes have it.
Mr. ELLISON. Mr. Speaker, on that I demand the yeas and nays.
The yeas and nays were ordered.
The SPEAKER pro tempore. Pursuant to clause 8 of rule XX, further
proceedings on this motion will be postponed.
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