[Congressional Record Volume 170, Number 146 (Thursday, September 19, 2024)]
[House]
[Pages H5477-H5495]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




GUIDING UNIFORM AND RESPONSIBLE DISCLOSURE REQUIREMENTS AND INFORMATION 
                           LIMITS ACT OF 2023

  Mr. HUIZENGA. Mr. Speaker, pursuant to House Resolution 1455, I call 
up the bill (H.R. 4790) to amend the Federal securities laws with 
respect to the materiality of disclosure requirements, to establish the 
Public Company Advisory Committee, and for other purposes, and ask for 
its immediate consideration in the House.
  The Clerk read the title of the bill.
  The SPEAKER pro tempore. Pursuant to House Resolution 1455, in lieu 
of the amendment in the nature of a substitute recommended by the 
Committee on Financial Services printed in the bill, an amendment in 
the nature of a substitute consisting of the text of Rules Committee 
Print 118-48, modified by the amendment printed in part B of House 
Report 118-685, is adopted, and the bill, as amended, is considered 
read.
  The text of the bill, as amended, is as follows:

                               H.R. 4790

       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 
     ``Prioritizing Economic Growth Over Woke Policies Act''.
       (b) Table of Contents.--The table of contents for this Act 
     is as follows:

Sec. 1. Short title; table of contents.

                   DIVISION A--GUARDRAIL ACT OF 2023

Sec. 1001. Short title; table of contents.

               TITLE I--MANDATORY MATERIALITY REQUIREMENT

Sec. 1101. Limitation on disclosure requirements.

    TITLE II--SEC JUSTIFICATION OF NON-MATERIAL DISCLOSURE MANDATES

Sec. 1201. SEC justification of non-material disclosure mandates.

              TITLE III--PUBLIC COMPANY ADVISORY COMMITTEE

Sec. 1301. Public Company Advisory Committee.

             TITLE IV--PROTECTING U.S. BUSINESS SOVEREIGNTY

Sec. 1401. Study on detrimental impact of the Directive on Corporate 
              Sustainability Due Diligence and Corporate Sustainability 
              Reporting Directive.

               DIVISION B--BUSINESSES OVER ACTIVISTS ACT

Sec. 2001. Short title.
Sec. 2002. Limitation with respect to compelling the inclusion or 
              discussion of shareholder proposals.

 DIVISION C--PROTECTING AMERICANS' RETIREMENT SAVINGS FROM POLITICS ACT

Sec. 3001. Short title; Table of contents.

                   TITLE I--PERFORMANCE OVER POLITICS

Sec. 3101. Exclusion of certain substantially similar shareholder 
              proposals.

              TITLE II--NO EXPENSIVE, STIFLING GOVERNANCE

Sec. 3201. Exclusion of certain shareholder proposals.

       TITLE III--EXCLUSION OF CERTAIN ESG SHAREHOLDER PROPOSALS

Sec. 3301. Exclusion of certain ESG shareholder proposals.

TITLE IV--EXCLUSIONS AVAILABLE REGARDLESS OF SIGNIFICANT SOCIAL POLICY 
                                 ISSUE

Sec. 3401. Exclusions available regardless of significant social policy 
              issue.

               TITLE V--CORPORATE GOVERNANCE EXAMINATION

Sec. 3501. Study of certain issues with respect to shareholder 
              proposals, proxy advisory firms, and the proxy process.

             TITLE VI--REGISTRATION OF PROXY ADVISORY FIRMS

Sec. 3601. Registration of proxy advisory firms.

    TITLE VII--LIABILITY FOR CERTAIN FAILURES TO DISCLOSE MATERIAL 
            INFORMATION OR MAKING OF MATERIAL MISSTATEMENTS

Sec. 3701. Liability for certain failures to disclose material 
              information or making of material misstatements.

TITLE VIII--DUTIES OF INVESTMENT ADVISORS, ASSET MANAGERS, AND PENSION 
                                 FUNDS

Sec. 3801. Duties of investment advisors, asset managers, and pension 
              funds.

                TITLE IX--PROTECTING AMERICANS' SAVINGS

Sec. 3901. Requirements related to proxy voting.

                    TITLE X--EMPOWERING SHAREHOLDERS

Sec. 3911. Proxy voting of passively managed funds.

             TITLE XI--PROTECTING RETAIL INVESTORS' SAVINGS

Sec. 3921. Best interest based on pecuniary factors.
Sec. 3922. Study on climate change and other environmental disclosures 
              in municipal bond market.
Sec. 3923. Study on solicitation of municipal securities business.

                 DIVISION D--AMERICAN FIRST ACT OF 2023

Sec. 4001. Short title; Table of contents.

         TITLE I--STOP EXECUTIVE CAPTURE OF BANKING REGULATORS

Sec. 4101. Report on the implementation of recommendations from the 
              FSOC Chairperson and Executive Orders.

[[Page H5478]]

    TITLE II--ENSURING U.S. AUTHORITY OVER U.S. BANKING REGULATIONS

Sec. 4201. Requirements in connection with rulemakings implementing 
              policies of non-governmental international organizations.
Sec. 4202. Report on certain climate-related interactions with covered 
              international organizations.

          TITLE III--BANKING REGULATOR INTERNATIONAL REPORTING

Sec. 4301. Reporting on interactions with non-governmental 
              international organizations.

                      TITLE IV--SUPERVISION REFORM

Sec. 4401. Removal of the Vice Chairman for Supervision designation.

               DIVISION E--LIMITATION ON SEC RESERVE FUND

                   DIVISION A--GUARDRAIL ACT OF 2023

     SECTION 1001. SHORT TITLE; TABLE OF CONTENTS.

       (a) Short Title.--This division may be cited as the 
     ``Guiding Uniform and Responsible Disclosure Requirements and 
     Information Limits Act of 2023'' or the ``GUARDRAIL Act of 
     2023''.
       (b) Table of Contents.--The table of contents for this 
     division is as follows:

Sec. 1001. Short title; table of contents.

               TITLE I--MANDATORY MATERIALITY REQUIREMENT

Sec. 1101. Limitation on disclosure requirements.

    TITLE II--SEC JUSTIFICATION OF NON-MATERIAL DISCLOSURE MANDATES

Sec. 1201. SEC justification of non-material disclosure mandates.

              TITLE III--PUBLIC COMPANY ADVISORY COMMITTEE

Sec. 1301. Public Company Advisory Committee.

             TITLE IV--PROTECTING U.S. BUSINESS SOVEREIGNTY

Sec. 1401. Study on detrimental impact of the Directive on Corporate 
              Sustainability Due Diligence and Corporate Sustainability 
              Reporting Directive.

               TITLE I--MANDATORY MATERIALITY REQUIREMENT

     SEC. 1101. LIMITATION ON DISCLOSURE REQUIREMENTS.

       (a) Securities Act of 1933.--Section 2(b) of the Securities 
     Act of 1933 (15 U.S.C. 77b(b)) is amended--
       (1) in the subsection heading, by inserting ``; Limitation 
     on Disclosure Requirements'' after ``Formation'';
       (2) by striking ``Whenever'' and inserting the following:
       ``(1) In general.--Whenever''; and
       (3) by adding at the end the following:
       ``(2) Limitation.--
       ``(A) In general.--Whenever pursuant to this title the 
     Commission is engaged in rulemaking regarding disclosure 
     obligations of issuers, the Commission shall expressly 
     provide that an issuer is only required to disclose 
     information in response to such disclosure obligations to the 
     extent the issuer has determined that such information is 
     material with respect to a voting or investment decision 
     regarding the securities of such issuer.
       ``(B) Applicability.--Subparagraph (A) shall not apply with 
     respect to the removal of any disclosure requirement with 
     respect to an issuer.
       ``(C) Rule of construction.--For the purposes of this 
     paragraph, information is considered material with respect to 
     a voting or investment decision regarding the securities of 
     an issuer if there is a substantial likelihood that a 
     reasonable investor would view the failure to disclose that 
     information as having significantly altered the total mix of 
     information made available to the investor.''.
       (b) Securities Exchange Act of 1934.--Section 3(f) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78c(f)) is 
     amended--
       (1) in the subsection heading, by inserting ``; Limitation 
     on Disclosure Requirements'' after ``Formation'';
       (2) by striking ``Whenever'' and inserting the following:
       ``(1) In general.--Whenever''; and
       (3) by adding at the end the following:
       ``(2) Limitation.--
       ``(A) In general.--Whenever pursuant to this title the 
     Commission is engaged in rulemaking regarding disclosure 
     obligations of issuers, the Commission shall expressly 
     provide that an issuer is only required to disclose 
     information in response to such disclosure obligations to the 
     extent the issuer has determined that such information is 
     material with respect to a voting or investment decision 
     regarding the securities of such issuer.
       ``(B) Applicability.--Subparagraph (A) shall not apply with 
     respect to the removal of any disclosure requirement with 
     respect to an issuer.
       ``(C) Rule of construction.--For the purposes of this 
     paragraph, information is considered material with respect to 
     a voting or investment decision regarding the securities of 
     an issuer if there is a substantial likelihood that a 
     reasonable investor would view the failure to disclose that 
     information as having significantly altered the total mix of 
     information made available to the investor.''.

    TITLE II--SEC JUSTIFICATION OF NON-MATERIAL DISCLOSURE MANDATES

     SEC. 1201. SEC JUSTIFICATION OF NON-MATERIAL DISCLOSURE 
                   MANDATES.

       Section 23 of the Securities Exchange Act of 1934 (15 
     U.S.C. 78w) is amended by adding at the end the following:
       ``(e) Non-material Disclosure Mandates.--
       ``(1) Disclosure.--The Commission shall maintain a list on 
     the website of the Commission that contains--
       ``(A) each mandate under the Federal securities laws and 
     regulations that requires the disclosure of non-material 
     information; and
       ``(B) for each such disclosure mandate, an explanation of 
     why the mandate is required.
       ``(2) Study and report.--The Commission shall, every 5 
     years, issue a report to the Congress justifying each 
     disclosure contained on the list required under paragraph 
     (1).
       ``(3) No private liability for failing to make a non-
     material disclosure.--A person who fails to disclose non-
     material information required to be disclosed under the 
     Federal securities laws or regulations shall not be liable 
     for such failure in any private action.''.

              TITLE III--PUBLIC COMPANY ADVISORY COMMITTEE

     SEC. 1301. PUBLIC COMPANY ADVISORY COMMITTEE.

       The Securities Exchange Act of 1934 is amended by inserting 
     after section 40 (15 U.S.C. 78qq) the following:

     ``SEC. 40A. PUBLIC COMPANY ADVISORY COMMITTEE.

       ``(a) Establishment and Purpose.--
       ``(1) Establishment.--There is established within the 
     Commission the Public Company Advisory Committee (referred to 
     in this section as the `Committee').
       ``(2) Purpose.--The Committee shall--
       ``(A) provide the Commission with advice on its rules, 
     regulations, and policies with regard to its mission of 
     protecting investors, maintaining fair, orderly, and 
     efficient markets, and facilitating capital formation, as 
     they relate to--
       ``(i) existing and emerging regulatory priorities of the 
     Commission;
       ``(ii) issues relating to the public reporting and 
     corporate governance of public companies;
       ``(iii) issues relating to the proxy process for 
     shareholder meetings held by public companies;
       ``(iv) issues relating to trading in the securities of 
     public companies; and
       ``(v) issues relating to capital formation; and
       ``(B) submit to the Commission such findings and 
     recommendations as the Committee determines are appropriate, 
     including recommendations for proposed regulatory and 
     legislative changes.
       ``(b) Membership.--
       ``(1) In general.--The membership of the Committee shall be 
     not fewer than 10, and not more than 20, members appointed by 
     the Commission from among individuals who--
       ``(A) are officers, directors, or senior officials of 
     public companies registered with the Commission under the 
     Securities Act or 1933 and this Act, except for those public 
     companies that own asset management, fixed income, investment 
     advisory, broker-dealer, or proxy services businesses;
       ``(B) are executives or other individuals with senior 
     managerial responsibility in business, professional, trade, 
     and industry associations that represent the interests of 
     such public companies; or
       ``(C) are professional advisers and service providers to 
     such public companies (including attorneys, accountants, 
     investment bankers, and financial advisers).
       ``(2) Qualifications.--At least 50 percent of the Committee 
     membership shall be drawn from individuals who would qualify 
     for membership under paragraph (1)(A).
       ``(3) Term.--
       ``(A) In general.--Each member of the Committee appointed 
     under paragraph (1) shall serve for a term of 4 years.
       ``(B) Vacancies.--Vacancies among the members, whether 
     caused by the resignation, death, removal, expiration of a 
     term, or otherwise, will be filled consistent with the 
     Commission's procedures then in effect.
       ``(C) Staggered terms.--The members of the Committee shall 
     serve staggered terms, with one-third of the initial members 
     of the Committee each serving for 1, 2, or 3 years.
       ``(4) Members not on other advisory committees.--Public 
     companies and other organizations that are currently 
     represented on any other Commission Advisory Committee are 
     not eligible to have representatives also serve on the Public 
     Company Advisory Committee.
       ``(5) Members not commission employees.-- Members appointed 
     under paragraph (1) shall not be considered to be employees 
     or agents of the Commission solely because of membership on 
     the Committee.
       ``(c) Chair; Vice Chair; Secretary; Assistant Secretary.--
       ``(1) In general.--The members of the Committee shall 
     elect, from among the members of the Committee--
       ``(A) a Chair;
       ``(B) a Vice Chair;
       ``(C) a Secretary; and
       ``(D) an Assistant Secretary.
       ``(2) Term.--Each member elected under paragraph (1) shall 
     serve for a term of two years in the capacity the member was 
     elected under paragraph (1).
       ``(3) Subcommittees.--The Chair may create subcommittees 
     that hold public or non-public meetings and provide 
     recommendations to the full Committee.
       ``(d) Meetings.--
       ``(1) Frequency of meetings.--The Committee shall meet--
       ``(A) not less frequently than twice annually, at the call 
     of the Chair of the Committee; and
       ``(B) from time to time, at the call of the Commission.
       ``(2) Notice.--The Chair of the Committee shall give the 
     members of the Committee written notice of each meeting, not 
     later than two weeks before the date of the meeting.
       ``(e) Compensation and Travel Expenses.--Each member of the 
     Committee who is not a full-time employee of the United 
     States shall--
       ``(1) be entitled to receive compensation at a rate not to 
     exceed the daily equivalent of the

[[Page H5479]]

     annual rate of basic pay in effect for a position at level V 
     of the Executive Schedule under section 5316 of title 5, 
     United States Code, for each day during which the members is 
     engaged in the actual performance of the duties of the 
     Committee; and
       ``(2) while away from the home or regular place of business 
     of the member in the performance of services for the 
     Committee, be allowed travel expenses, including per diem in 
     lieu of subsistence, in the same manner as persons employed 
     intermittently in the Government service are allowed expenses 
     under section 5703(b) of title 5, United States Code.
       ``(f) Staff.--The Commission shall make available to the 
     Committee such staff as the Chair of the Committee determines 
     are necessary to carry out this section.
       ``(g) Review by Commission.--The Commission shall--
       ``(1) review the findings and recommendations of the 
     Committee; and
       ``(2) each time the Committee submits a finding or 
     recommendation to the Commission, promptly issue a public 
     statement--
       ``(A) assessing the finding or recommendation of the 
     Committee; and
       ``(B) disclosing the action, if any, the Commission intends 
     to take with respect to the finding or recommendation.
       ``(h) Committee Findings.--Nothing in this section shall 
     require the Commission to agree to or act upon any finding or 
     recommendation of the Committee.
       ``(i) Nonapplicability of FACA.--Chapter 10 of part I of 
     title 5, United States Code, shall not apply to the Committee 
     and its activities.''.

             TITLE IV--PROTECTING U.S. BUSINESS SOVEREIGNTY

     SEC. 1401. STUDY ON DETRIMENTAL IMPACT OF THE DIRECTIVE ON 
                   CORPORATE SUSTAINABILITY DUE DILIGENCE AND 
                   CORPORATE SUSTAINABILITY REPORTING DIRECTIVE.

       (a) Study.--The Securities and Exchange Commission shall 
     conduct a study to examine and evaluate--
       (1) the detrimental impact and potential detrimental impact 
     of each of the Directives on--
       (A) United States companies, consumers, and investors; and
       (B) the economy of the United States;
       (2) the extent to which each of the Directives aligns with 
     international conventions and declarations on human rights 
     and environmental obligations; and
       (3) the legal basis for the extraterritorial reach of each 
     of the Directives.
       (b) Report.--Not later than 1 year after the date of the 
     enactment of this Act, the Securities and Exchange Commission 
     shall submit to the Committee on Banking, Housing, and Urban 
     Affairs of the Senate, the Committee on Financial Services of 
     the House of Representatives, the Secretary of State, the 
     Secretary of Commerce, and the United States Trade 
     Representative a report that includes--
       (1) the results of the study conducted under this section; 
     and
       (2) recommendations for policymakers and relevant 
     stakeholders on potential mitigating measures, alternative 
     approaches, or modifications to each of the Directives that 
     would address any concerns identified in the study.
       (c) Access to Information.--The Securities and Exchange 
     Commission may request from private entities such relevant 
     data and information as the Securities and Exchange 
     Commission determines necessary to carry out the study 
     required under this section and such private entities shall 
     provide such requested data and information to the Securities 
     and Exchange Commission.
       (d) Directives Defined.--In this section the term 
     ``Directives'' means--
       (1) the proposed directive entitled ``Corporate 
     Sustainability Due Diligence'' adopted by the European 
     Commission on February 23, 2022; and
       (2) the Corporate Sustainability Reporting Directive of the 
     European Commission effective January 5, 2023.

               DIVISION B--BUSINESSES OVER ACTIVISTS ACT

     SEC. 2001. SHORT TITLE.

       This division may be cited as the ``Businesses Over 
     Activists Act''.

     SEC. 2002. LIMITATION WITH RESPECT TO COMPELLING THE 
                   INCLUSION OR DISCUSSION OF SHAREHOLDER 
                   PROPOSALS.

       Section 14(a) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78n(a)) is amended by adding at the end the following:
       ``(3) Limitation with respect to compelling inclusion or 
     discussion of shareholder proposals.--Except as provided in 
     paragraph (2), the Commission may not compel an issuer to 
     include in a proxy statement of the issuer--
       ``(A) any shareholder proposal; or
       ``(B) any discussion (either from the issuer or otherwise) 
     related to a shareholder proposal contained in the proxy 
     statement.
       ``(4) Rule of construction relating to state authority.--
     Nothing in this Act or any other securities law shall be 
     construed to provide the Commission the authority to preempt 
     the State regulation of shareholder proposals or proxy or 
     consent solicitation materials.''.

 DIVISION C--PROTECTING AMERICANS' RETIREMENT SAVINGS FROM POLITICS ACT

     SEC. 3001. SHORT TITLE; TABLE OF CONTENTS.

       (a) Short Title.--This division may be cited as the 
     ``Protecting Americans' Retirement Savings from Politics 
     Act''.
       (b) Table of Contents.--The table of contents for this 
     division is as follows:

Sec. 3001. Short title; Table of contents.

                   TITLE I--PERFORMANCE OVER POLITICS

Sec. 3101. Exclusion of certain substantially similar shareholder 
              proposals.

              TITLE II--NO EXPENSIVE, STIFLING GOVERNANCE

Sec. 3201. Exclusion of certain shareholder proposals.

       TITLE III--EXCLUSION OF CERTAIN ESG SHAREHOLDER PROPOSALS

Sec. 3301. Exclusion of certain ESG shareholder proposals.

TITLE IV--EXCLUSIONS AVAILABLE REGARDLESS OF SIGNIFICANT SOCIAL POLICY 
                                 ISSUE

Sec. 3401. Exclusions available regardless of significant social policy 
              issue.

               TITLE V--CORPORATE GOVERNANCE EXAMINATION

Sec. 3501. Study of certain issues with respect to shareholder 
              proposals, proxy advisory firms, and the proxy process.

             TITLE VI--REGISTRATION OF PROXY ADVISORY FIRMS

Sec. 3601. Registration of proxy advisory firms.

    TITLE VII--LIABILITY FOR CERTAIN FAILURES TO DISCLOSE MATERIAL 
            INFORMATION OR MAKING OF MATERIAL MISSTATEMENTS

Sec. 3701. Liability for certain failures to disclose material 
              information or making of material misstatements.

TITLE VIII--DUTIES OF INVESTMENT ADVISORS, ASSET MANAGERS, AND PENSION 
                                 FUNDS

Sec. 3801. Duties of investment advisors, asset managers, and pension 
              funds.

                TITLE IX--PROTECTING AMERICANS' SAVINGS

Sec. 3901. Requirements related to proxy voting.

                    TITLE X--EMPOWERING SHAREHOLDERS

Sec. 3911. Proxy voting of passively managed funds.

             TITLE XI--PROTECTING RETAIL INVESTORS' SAVINGS

Sec. 3921. Best interest based on pecuniary factors.
Sec. 3922. Study on climate change and other environmental disclosures 
              in municipal bond market.
Sec. 3923. Study on solicitation of municipal securities business.

                   TITLE I--PERFORMANCE OVER POLITICS

     SEC. 3101. EXCLUSION OF CERTAIN SUBSTANTIALLY SIMILAR 
                   SHAREHOLDER PROPOSALS.

       The Securities and Exchange Commission shall revise the 
     resubmission requirements in section 240.14a-8(i)(12) of 
     title 17, Code of Federal Regulations, to provide that a 
     shareholder proposal may be excluded by an issuer from its 
     proxy or consent solicitation material for a meeting of the 
     shareholders of such issuer if the shareholder proposal 
     addresses substantially the same subject matter as a 
     proposal, or proposals, previously included in the proxy or 
     consent solicitation material for a meeting of the 
     shareholders of such issuer--
       (1) for a meeting of the shareholders conducted in the 
     preceding 5 calendar years; and
       (2) if the most recent vote--
       (A) occurred in the preceding 3 calendar years; and
       (B)(i) if voted on once during such 5-year period, received 
     less than 10 percent of the votes cast;
       (ii) if voted on twice during such 5-year period, received 
     less than 20 percent of the votes cast; or
       (iii) if voted on three or more times during such 5-year 
     period, received less than 40 percent of the votes cast.

              TITLE II--NO EXPENSIVE, STIFLING GOVERNANCE

     SEC. 3201. EXCLUSION OF CERTAIN SHAREHOLDER PROPOSALS.

       (a) Exclusion of Certain Shareholder Proposals.--A 
     shareholder proposal submitted to an issuer pursuant to 
     section 240.14a-8 of title 17, Code of Federal Regulations, 
     may be excluded by an issuer from its proxy or consent 
     solicitation material for a meeting of the shareholders of 
     such issuer if the shareholder proposal--
       (1) has been substantially implemented by the issuer by 
     implementing policies, practices, or procedures that compare 
     favorably with the guidelines of the proposal and address the 
     proposal's underlying concerns; or
       (2) substantially duplicates by having the same principal 
     thrust or principal focus as another proposal previously 
     submitted to the issuer by another proponent that will be 
     included in such material.
       (b) Nullification of Proposed Rule.--The Securities and 
     Exchange Commission may not finalize or apply the positions 
     contained in the proposed rule entitled ``Substantial 
     Implementation, Duplication, and Resubmission of Shareholder 
     Proposals under Exchange Act Rule 14a-8'' (87 Fed. Reg. 
     45052), issue any substantially similar rule, or apply any 
     substantially similar rule, including with respect to a no-
     action or other interpretive request.

       TITLE III--EXCLUSION OF CERTAIN ESG SHAREHOLDER PROPOSALS

     SEC. 3301. EXCLUSION OF CERTAIN ESG SHAREHOLDER PROPOSALS.

       A shareholder proposal submitted to an issuer pursuant to 
     section 240.14a-8 of title 17, Code of Federal Regulations, 
     may be excluded by an issuer from its proxy or consent 
     solicitation material for a meeting of the shareholders of 
     such issuer if the subject matter of the shareholder proposal 
     is environmental, social, or political (or a similar subject 
     matter).

[[Page H5480]]

  


TITLE IV--EXCLUSIONS AVAILABLE REGARDLESS OF SIGNIFICANT SOCIAL POLICY 
                                 ISSUE

     SEC. 3401. EXCLUSIONS AVAILABLE REGARDLESS OF SIGNIFICANT 
                   SOCIAL POLICY ISSUE.

       An issuer may exclude a shareholder proposal pursuant to 
     section 240.14a-8(i) of title 17, Code of Federal 
     Regulations, without regard to whether such shareholder 
     proposal relates to a significant social policy issue.

               TITLE V--CORPORATE GOVERNANCE EXAMINATION

     SEC. 3501. STUDY OF CERTAIN ISSUES WITH RESPECT TO 
                   SHAREHOLDER PROPOSALS, PROXY ADVISORY FIRMS, 
                   AND THE PROXY PROCESS.

       Section 4(j) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78d(j)) is amended by adding at the end the following:
       ``(10) Study of certain issues with respect to shareholder 
     proposals, proxy advisory firms, and the proxy process.--
       ``(A) In general.--Not later than 180 days after the date 
     of the enactment of this paragraph, and every 5 years 
     thereafter, the Commission shall conduct a comprehensive 
     study on shareholder proposals, proxy advisory firms, and the 
     proxy process.
       ``(B) Scope of study.--The studies required under 
     subparagraph (A) shall cover--
       ``(i) the previous 10 years, with respect to the initial 
     study; and
       ``(ii) the previous 5 years, with respect to each other 
     study.
       ``(C) Contents.--Each study required under subparagraph (A) 
     shall address the following issues:
       ``(i) The financial and other incentives and obligations of 
     all groups involved in the proxy process.
       ``(ii) A consideration of whether financial and other 
     incentives have created a process that no longer serves the 
     economic interests of long-term retail investors.
       ``(iii) An analysis of whether regulations and financial 
     incentives have created and protected the outsized influence 
     of proxy advisors or a duopoly in proxy advice, and if so, 
     what are the benefits and costs of that outsized influence or 
     duopoly.
       ``(iv) The costs incurred by issuers in responding to 
     politically-, environmentally-, or socially-motivated 
     shareholder proposals.
       ``(v) An assessment, including a cost-benefit analysis, of 
     the adequacy of the current submission thresholds in Rule 
     14a-8 (17 CFR 240.14a-8) to ensure that shareholder 
     proponents have demonstrated a meaningful economic stake in a 
     company, which is appropriate to effectively serve markets 
     and shareholders at large.
       ``(vi) An examination of the extent to which the 
     politicization of the shareholder proposal process is 
     increasing the operating costs of public companies.
       ``(vii) An analysis of the impact that shareholder 
     proposals have on discouraging private companies from going 
     public.
       ``(viii) An evaluation of the risk that shareholder 
     proposals may contribute to the balkanization of the U.S. 
     economy over time.
       ``(ix) A thorough assessment of the economic analysis, if 
     any, conducted by proxy advisory firms and institutional 
     shareholders when recommending or voting in favor of 
     shareholder proposals.
       ``(x) A review of the extent to which institutional 
     investors, who owe fiduciary duties, rely on proxy advisory 
     firm recommendations.
       ``(xi) An assessment of whether, in light of their 
     significant influence on corporate actions and vote outcomes, 
     proxy advisors are subject to sufficient and effective 
     regulation to ensure that their policies and recommendations 
     are accurate, free of conflicts, and benefit the economic 
     best interest of shareholders at large.
       ``(D) Report.--At the completion of each study required 
     under subparagraph (A) the Commission shall issue a report to 
     the Committee on Banking, Housing, and Urban Affairs of the 
     Senate and the Committee on Financial Services of the House 
     of Representatives that includes the results of the study.''.

             TITLE VI--REGISTRATION OF PROXY ADVISORY FIRMS

     SEC. 3601. REGISTRATION OF PROXY ADVISORY FIRMS.

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

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

       ``(a) Conduct Prohibited.--It shall be unlawful for a proxy 
     advisory firm to make use of the mails or any means or 
     instrumentality of interstate commerce to provide proxy 
     voting advice, research, analysis, ratings or recommendations 
     to any client, unless such proxy advisory firm is registered 
     under this section.
       ``(b) Registration Procedures.--
       ``(1) Application for registration.--
       ``(A) In general.--A proxy advisory firm shall file with 
     the Commission an application for registration, in such form 
     as the Commission shall require, by rule, and containing the 
     information described in subparagraph (B).
       ``(B) Required information.--An application for 
     registration under this section shall contain--
       ``(i) a certification that the applicant is able to 
     consistently provide proxy advice based on accurate 
     information;
       ``(ii) with respect to clients of the applicant that vote 
     shares held on behalf of shareholders, a certification that 
     the applicant--

       ``(I) will provide proxy voting advice only in the best 
     economic interest of those shareholders; and
       ``(II) has the requisite expertise to ensure that voting 
     recommendations are in the best economic interest of those 
     shareholders;

       ``(iii) information on the procedures and methodologies 
     that the applicant uses to ensure that proxy voting 
     recommendations are in the best economic interest of the 
     ultimate shareholders;
       ``(iv) information on the organizational structure of the 
     applicant;
       ``(v) an explanation of whether or not the applicant has in 
     effect a code of ethics, and if not, the reasons therefor;
       ``(vi) a description of any potential or actual conflict of 
     interest relating to the provision of proxy advisory 
     services, including those arising out of or resulting from 
     the ownership structure of the applicant or the provision of 
     other services by the applicant or any person associated with 
     the applicant;
       ``(vii) the policies and procedures in place to publicly 
     disclose and manage conflicts of interest under subsection 
     (f);
       ``(viii) information related to the professional and 
     academic qualifications of staff tasked with providing proxy 
     advisory services; and
       ``(ix) any other information and documents concerning the 
     applicant and any person associated with such applicant as 
     the Commission, by rule, may prescribe as necessary or 
     appropriate in the public interest or for the protection of 
     investors.
       ``(2) Review of application.--
       ``(A) Initial determination.--Not later than 90 days after 
     the date on which the application for registration is filed 
     with the Commission under paragraph (1) (or within such 
     longer period as to which the applicant consents) the 
     Commission shall--
       ``(i) by order, grant registration; or
       ``(ii) institute proceedings to determine whether 
     registration should be denied.
       ``(B) Conduct of proceedings.--
       ``(i) Content.--Proceedings referred to in subparagraph 
     (A)(ii) shall--

       ``(I) include notice of the grounds for denial under 
     consideration and an opportunity for hearing; and
       ``(II) be concluded not later than 120 days after the date 
     on which the application for registration is filed with the 
     Commission under paragraph (1).

       ``(ii) Determination.--At the conclusion of such 
     proceedings, the Commission, by order, shall grant or deny 
     such application for registration.
       ``(iii) Extension authorized.--The Commission may extend 
     the time for conclusion of such proceedings for not longer 
     than 90 days, if the Commission finds good cause for such 
     extension and publishes its reasons for so finding, or for 
     such longer period as to which the applicant consents.
       ``(C) Grounds for decision.--The Commission shall grant 
     registration under this subsection--
       ``(i) if the Commission finds that the requirements of this 
     section are satisfied; and
       ``(ii) unless the Commission finds (in which case the 
     Commission shall deny such registration) that--

       ``(I) the applicant has failed to certify to the 
     Commission's satisfaction that it is able to consistently 
     provide proxy advice based on accurate information and to 
     materially comply with the procedures and methodologies 
     disclosed under paragraph (1)(B) and with subsections (f) and 
     (g); or
       ``(II) if the applicant were so registered, its 
     registration would be subject to suspension or revocation 
     under subsection (d).

       ``(3) Public availability of information.--Subject to 
     section 24, the Commission shall make the information and 
     documents submitted to the Commission by a proxy advisory 
     firm in its completed application for registration, or in any 
     amendment submitted under paragraph (1) or (2) of subsection 
     (c), publicly available on the Commission's website, or 
     through another comparable, readily accessible means.
       ``(c) Update of Registration.--
       ``(1) Update.--Each registered proxy advisory firm shall 
     promptly amend and update its application for registration 
     under this section if any information or document provided 
     therein becomes materially inaccurate, except that a 
     registered proxy advisory firm is not required to amend the 
     information required to be filed under subsection 
     (b)(1)(B)(i) by filing information under this paragraph, but 
     shall amend such information in the annual submission of the 
     organization under paragraph (2) of this subsection.
       ``(2) Certification.--Not later than 90 calendar days after 
     the end of each calendar year, each registered proxy advisory 
     firm shall file with the Commission an amendment to its 
     registration, in such form as the Commission, by rule, may 
     prescribe as necessary or appropriate in the public interest 
     or for the protection of investors--
       ``(A) certifying that the information and documents in the 
     application for registration of such registered proxy 
     advisory firm continue to be accurate in all material 
     respects; and
       ``(B) listing any material change that occurred to such 
     information or documents during the previous calendar year.
       ``(d) Censure, Denial, or Suspension of Registration; 
     Notice and Hearing.--The Commission, by order, shall censure, 
     place limitations on the activities, functions, or operations 
     of, suspend for a period not exceeding 12 months, or revoke 
     the registration of any registered proxy advisory firm if the 
     Commission finds, on the record after notice and opportunity 
     for hearing, that such censure, placing of limitations, 
     suspension, or revocation is necessary for the protection of 
     investors and in the public interest and that such registered 
     proxy advisory firm, or any person associated with such an 
     organization, whether prior to or subsequent to becoming so 
     associated--
       ``(1) has committed or omitted any act, or is subject to an 
     order or finding, enumerated in subparagraph (A), (D), (E), 
     (H), or (G) of section 15(b)(4), has been convicted of any 
     offense

[[Page H5481]]

     specified in section 15(b)(4)(B), or is enjoined from any 
     action, conduct, or practice specified in subparagraph (C) of 
     section 15(b)(4), during the 10-year period preceding the 
     date of commencement of the proceedings under this 
     subsection, or at any time thereafter;
       ``(2) has been convicted during the 10-year period 
     preceding the date on which an application for registration 
     is filed with the Commission under this section, or at any 
     time thereafter, of--
       ``(A) any crime that is punishable by imprisonment for 1 or 
     more years, and that is not described in section 15(b)(4)(B); 
     or
       ``(B) a substantially equivalent crime by a foreign court 
     of competent jurisdiction;
       ``(3) is subject to any order of the Commission barring or 
     suspending the right of the person to be associated with a 
     registered proxy advisory firm;
       ``(4) fails to furnish the certifications required under 
     subsections (b)(2)(C)(ii)(I) and (c)(2);
       ``(5) has engaged in one or more prohibited acts enumerated 
     in paragraph (1);
       ``(6) fails to maintain adequate financial and managerial 
     resources to consistently offer advisory services to clients 
     that vote shares held on behalf of shareholders consistent 
     with the best economic interest of those shareholders, 
     including by failing to comply with subsections (f) or (g);
       ``(7) fails to maintain adequate expertise to ensure that 
     proxy advisory services for clients that vote shares held on 
     behalf of shareholders are tied to the best economic interest 
     of those shareholders; or
       ``(8) engages in a prohibited act enumerated in subsection 
     (j).
       ``(e) Termination of Registration.--
       ``(1) Voluntary withdrawal.--A registered proxy advisory 
     firm may, upon such terms and conditions as the Commission 
     may establish as necessary in the public interest or for the 
     protection of investors, which terms and conditions shall 
     include at a minimum that the registered proxy advisory firm 
     will no longer conduct such activities as to bring it within 
     the definition of proxy advisory firm in section 3(a)(82), 
     withdraw from registration by filing a written notice of 
     withdrawal to the Commission.
       ``(2) Commission authority.--In addition to any other 
     authority of the Commission under this title, if the 
     Commission finds that a registered proxy advisory firm is no 
     longer in existence or has ceased to do business as a proxy 
     advisory firm, the Commission, by order, shall cancel the 
     registration under this section of such registered proxy 
     advisory firm.
       ``(f) Management of Conflicts of Interest.--
       ``(1) Organization policies and procedures.--Each 
     registered proxy advisory firm shall establish, maintain, and 
     enforce written policies and procedures reasonably designed, 
     taking into consideration the nature of the business of such 
     registered proxy advisory firm and associated persons, to 
     publicly disclose and manage any conflicts of interest that 
     arise or would reasonably be expected to arise from such 
     business.
       ``(2) Commission authority.--The Commission shall, within 
     one year of the date of enactment of this section, issue 
     final rules to prohibit, or require the management and public 
     disclosure of, any conflicts of interest relating to the 
     offering of proxy advisory services by a registered proxy 
     advisory firm, including, without limitation, conflicts of 
     interest relating to--
       ``(A) the manner in which a registered proxy advisory firm 
     is compensated by the client, any affiliate of the client, or 
     any other person for providing proxy advisory services;
       ``(B) business relationships, ownership interests, or any 
     other financial or personal interests between a registered 
     proxy advisory firm, or any person associated with such 
     registered proxy advisory firm, and any client, or any 
     affiliate of such client;
       ``(C) the formulation of proxy voting policies;
       ``(D) the execution, or assistance with the execution, of 
     proxy votes if such votes are based upon recommendations made 
     by the proxy advisory firm in which a person other than the 
     issuer is a proponent; and
       ``(E) any other potential conflict of interest, as the 
     Commission deems necessary or appropriate in the public 
     interest or for the protection of investors.
       ``(3) Disclosure on factors influencing recommendations.--
     Each registered proxy advisory firm shall annually disclose 
     to the Commission and make publicly available the economic 
     and other factors that a reasonable investor would expect to 
     influence the recommendations of such proxy advisory firm, 
     including the ownership composition of such proxy advisory 
     firm and any meetings with, or feedback received from, 
     outside entities.
       ``(g) Reliability of Proxy Advisory Firm Services.--
       ``(1) In general.--Each registered proxy advisory firm 
     shall--
       ``(A) have staff and other resources sufficient to produce 
     proxy voting recommendations that are based on accurate and 
     current information and designed for clients that vote shares 
     held on behalf of shareholders to advance the best economic 
     interest of those shareholders;
       ``(B) implement procedures that permit issuers that are the 
     subject of proxy voting recommendations--
       ``(i) access in a reasonable time to data and information 
     used to make recommendations; and
       ``(ii) a reasonable opportunity to provide meaningful 
     comment and corrections to such data and information, 
     including the opportunity to present (in person or 
     telephonically) details to the person responsible for 
     developing such data and information prior to the publication 
     of proxy voting recommendations to clients;
       ``(C) employ an ombudsman to receive complaints about the 
     accuracy of information used in making recommendations from 
     the companies that are the subject of the proxy advisory 
     firm's voting recommendations and seek to resolve those 
     complaints in a timely fashion and prior to the publication 
     of proxy voting recommendations to clients; and
       ``(D) if the ombudsman is unable to resolve a complaint to 
     a company's satisfaction prior to the publication of proxy 
     voting recommendations to clients, include in the final 
     report of the firm to clients--
       ``(i) a statement detailing the company's complaints, if 
     requested in writing by the company; and
       ``(ii) a statement explaining why the proxy voting 
     recommendation is in the best economic interest of 
     shareholders.
       ``(2) Definitions.--In this subsection:
       ``(A) Data and information used to make recommendations.--
     The term `data and information used to make voting 
     recommendations'--
       ``(i) means the financial, operational, or descriptive data 
     and information on an issuer used by proxy advisory firms and 
     any contextual or substantive analysis impacting the 
     recommendation; and
       ``(ii) does not include the entirety of the proxy advisory 
     firm's final report to its clients.
       ``(B) Reasonable time.--The term `reasonable time'--
       ``(i) means not less than 1 week before the publication of 
     proxy voting recommendations for clients; and
       ``(ii) shall not otherwise interfere with a proxy advisory 
     firm's ability to provide its clients with timely access to 
     accurate proxy voting research, analysis, or recommendations.
       ``(h) Private Right of Action With Respect to Illegal 
     Recommendations.--Any proxy advisory firm that endorses a 
     proposal that is not supported by the issuer but is approved 
     and subsequently found by a court of competent jurisdiction 
     to violate State or Federal law shall be liable to the 
     applicable issuer for the costs associated with the approval 
     of such proposal, including implementation costs and any 
     penalties incurred by the issuer.
       ``(i) Designation of Compliance Officer.--Each registered 
     proxy advisory firm shall designate an individual who reports 
     directly to senior management as responsible for 
     administering the policies and procedures that are required 
     to be established pursuant to subsections (f) and (g), and 
     for ensuring compliance with the securities laws and the 
     rules and regulations thereunder, including those promulgated 
     by the Commission pursuant to this section.
       ``(j) Prohibited Conduct.--
       ``(1) Prohibited acts and practices.--Not later than one 
     year after the date of enactment of this section, the 
     Commission shall issue final rules to prohibit any act or 
     practice relating to the offering of proxy advisory services 
     by a registered proxy advisory firm that the Commission 
     determines to be unfair, coercive, or abusive, including any 
     act or practice relating to--
       ``(A) advisory or consulting services (offered directly or 
     indirectly, including through an affiliate) related to 
     corporate governance issues; or
       ``(B) modifying a voting recommendation or otherwise 
     departing from its adopted systematic procedures and 
     methodologies in the provision of proxy advisory services, 
     based on whether an issuer, or affiliate thereof, subscribes 
     or will subscribe to other services or product of the 
     registered proxy advisory firm or any person associated with 
     such organization.
       ``(2) Rule of construction.--Nothing in paragraph (1), or 
     in any rules or regulations adopted thereunder, may be 
     construed to modify, impair, or supersede the operation of 
     any of the antitrust laws (as defined in the first section of 
     the Clayton Act, except that such term includes section 5 of 
     the Federal Trade Commission Act, to the extent that such 
     section 5 applies to unfair methods of competition).
       ``(k) Statements of Financial Condition.--Each registered 
     proxy advisory firm shall, on a confidential basis, file with 
     the Commission, at intervals determined by the Commission, 
     such financial statements, certified (if required by the 
     rules or regulations of the Commission) by an independent 
     public auditor, and information concerning its financial 
     condition, as the Commission, by rule, may prescribe as 
     necessary or appropriate in the public interest or for the 
     protection of investors.
       ``(l) Annual Report.--
       ``(1) In general.--Each registered proxy advisory firm 
     shall, not later than 90 calendar days after the end of each 
     fiscal year, file with the Commission and make publicly 
     available an annual report in such form as the Commission, by 
     rule, may prescribe as necessary or appropriate in the public 
     interest or for the protection of investors.
       ``(2) Contents.--Each annual report required under 
     paragraph (1) shall include, at a minimum, disclosure by the 
     registered proxy advisory firm of the following:
       ``(A) A list of shareholder proposals the staff of the 
     registered proxy advisory firm reviewed in the prior fiscal 
     year.
       ``(B) A list of the recommendations made in the prior 
     fiscal year.
       ``(C) The economic analysis conducted to determine that 
     final recommendations provided in the prior fiscal year 
     (other than recommendations relating to an issuer-sponsored 
     proposal or recommendations consistent with that of a board 
     of directors composed of a majority of independent directors) 
     delivered to clients that vote shares held on behalf of 
     shareholders were in the best economic interest of those 
     shareholders.
       ``(D) The staff who reviewed and made recommendations on 
     such proposals in the prior fiscal year.
       ``(E) The qualifications of such staff to ensure that each 
     of the recommendations for clients that vote shares held on 
     behalf of shareholders

[[Page H5482]]

     were tied to the best economic interest of those 
     shareholders.
       ``(F) The recommendations made in the prior fiscal year 
     where the proponent of such recommendation was a client of or 
     received services from the proxy advisory firm.
       ``(G) A certification by the chief executive officer, chief 
     financial officer, and the primary executive responsible for 
     overseeing the compilation and dissemination of proxy voting 
     advice that the final recommendations (other than 
     recommendations relating to an issuer-sponsored proposal or 
     recommendations consistent with that of a board of directors 
     composed of a majority of independent directors) delivered to 
     clients that vote shares held on behalf of shareholders in 
     the last fiscal year--
       ``(i) were based on internal controls and procedures that 
     are designed to ensure accurate information and that such 
     internal controls and procedures are effective;
       ``(ii) do not violate applicable State or Federal law; and
       ``(iii) were based on the best economic interest of those 
     shareholders.
       ``(H) The economic and other factors that a reasonable 
     investor would expect to influence the recommendations of 
     such proxy advisory firm, including the ownership composition 
     of such proxy advisory firm.
       ``(m) Transparent Policies.--Each registered proxy advisory 
     firm shall file with the Commission and make publicly 
     available its methodology for the formulation of proxy voting 
     policies and voting recommendations to clients that vote 
     shares held on behalf of shareholders and how that 
     methodology ensures that the firm's voting recommendations 
     are in the best economic interest of those shareholders.
       ``(n) Rules of Construction.--Registration under and 
     compliance with this section does not constitute a waiver of, 
     or otherwise diminish, any right, privilege, or defense that 
     a registered proxy advisory firm may otherwise have under any 
     provision of State or Federal law, including any rule, 
     regulation, or order thereunder.
       ``(o) Regulations.--
       ``(1) New provisions.--Such rules and regulations as are 
     required by this section or are otherwise necessary to carry 
     out this section, including the application form required 
     under subsection (a)--
       ``(A) shall be issued by the Commission, not later than 180 
     days after the date of enactment of this section; and
       ``(B) shall become effective not later than 1 year after 
     the date of enactment of this section.
       ``(2) Review of existing regulations.--Not later than 270 
     days after the date of enactment of this section, the 
     Commission shall--
       ``(A) review its existing rules and regulations which 
     affect the operations of proxy advisory firms; and
       ``(B) amend or revise such rules and regulations in 
     accordance with the purposes of this section, and issue such 
     guidance as the Commission may prescribe as necessary or 
     appropriate in the public interest or for the protection of 
     investors.
       ``(p) Applicability.--This section, other than subsection 
     (n), which shall apply on the date of enactment of this 
     section, shall apply on the earlier of--
       ``(1) the date on which regulations are issued in final 
     form under subsection (o)(1); or
       ``(2) 270 days after the date of enactment of this section.
       ``(q) Best Economic Interest Defined.--In this section, the 
     term `best economic interest' means decisions that seek to 
     maximize investment returns over a time horizon consistent 
     with the investment objectives and risk management profile of 
     the fund in which the shareholders are invested.''.
       (b) Conforming Amendment.--Section 17(a)(1) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78q(a)(1)) is 
     amended by inserting ``proxy advisory firm,'' after 
     ``nationally recognized statistical rating organization,''.
       (c) Proxy Advisory Firm Definitions.--Section 3(a) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is 
     amended--
       (1) by redesignating the second paragraph (80) (relating to 
     funding portal) as paragraph (81); and
       (2) by adding at the end the following:
       ``(82) Proxy advisory firm.--The term `proxy advisory 
     firm'--
       ``(A) means any person who is primarily engaged in the 
     business of providing proxy voting advice, research, 
     analysis, ratings, or recommendations to clients, which 
     conduct constitutes a solicitation within the meaning of 
     section 14; and
       ``(B) does not include any person that is exempt under law 
     or regulation from the requirements otherwise applicable to 
     persons engaged in such a solicitation.
       ``(83) Person associated with a proxy advisory firm.--With 
     respect to a proxy advisory firm--
       ``(A) a person is `associated' with the proxy advisory firm 
     if the person is--
       ``(i) a partner, officer, or director of the proxy advisory 
     firm (or any person occupying a similar status or performing 
     similar functions);
       ``(ii) a person directly or indirectly controlling, 
     controlled by, or under common control with the proxy 
     advisory firm;
       ``(iii) an employee of the proxy advisory firm; or
       ``(iv) a person the Commission determines by rule is 
     controlled by the proxy advisory firm; and
       ``(B) a person is not `associated' with the proxy advisory 
     firm if the person only performs clerical or ministerial 
     functions with respect to a proxy advisory firm.''.

    TITLE VII--LIABILITY FOR CERTAIN FAILURES TO DISCLOSE MATERIAL 
            INFORMATION OR MAKING OF MATERIAL MISSTATEMENTS

     SECTION 3701. LIABILITY FOR CERTAIN FAILURES TO DISCLOSE 
                   MATERIAL INFORMATION OR MAKING OF MATERIAL 
                   MISSTATEMENTS.

       Section 14 of the Securities Exchange Act of 1934 (15 
     U.S.C. 78n) is amended by adding at the end the following:
       ``(l) False or Misleading Statements.--For purposes of 
     section 18, the failure to disclose material information 
     (such as a proxy voting advice business's methodology, 
     sources of information, or conflicts of interest) or the 
     making of a material misstatement regarding proxy voting 
     advice that makes a recommendation to a security holder as to 
     the security holder's vote, consent, or authorization on a 
     specific matter for which security holder approval is 
     solicited, and that is furnished by a person that markets the 
     person's expertise as a provider of such proxy voting advice 
     separately from other forms of investment advice, and sells 
     such proxy voting advice for a fee, shall be considered to be 
     false or misleading with respect to a material fact.''.

TITLE VIII--DUTIES OF INVESTMENT ADVISORS, ASSET MANAGERS, AND PENSION 
                                 FUNDS

     SEC. 3801. DUTIES OF INVESTMENT ADVISORS, ASSET MANAGERS, AND 
                   PENSION FUNDS.

       Section 13(f) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78m(f)) is amended by adding at the end the following:
       ``(7) Disclosures by institutional investment managers in 
     connection with proxy advisory firms.--
       ``(A) In general.--Every institutional investment manager 
     which uses the mails, or any means or instrumentality of 
     interstate commerce in the course of its business as an 
     institutional investment manager, which engages a proxy 
     advisory firm, and which exercises voting power with respect 
     to accounts holding equity securities of a class described in 
     subsection (d)(1) or otherwise becomes or is deemed to become 
     a beneficial owner of any security of a class described in 
     subsection (d)(1) upon the purchase or sale of a security-
     based swap that the Commission may define by rule, shall file 
     an annual report with the Commission containing--
       ``(i) an explanation of how the institutional investment 
     manager voted with respect to each shareholder proposal;
       ``(ii) the percentage of votes cast on shareholder 
     proposals that were consistent with proxy advisory firm 
     recommendations, for each proxy advisory firm retained by the 
     institutional investment manager;
       ``(iii) an explanation of--

       ``(I) how the institutional investment manager took into 
     consideration proxy advisory firm recommendations in making 
     voting decisions, including the degree to which the 
     institutional investment manager used those recommendations 
     in making voting decisions;
       ``(II) how often the institutional investment manager voted 
     consistent with a recommendation made by a proxy advisory 
     firm, expressed as a percentage;
       ``(III) how such votes are reconciled with the fiduciary 
     duty of the institutional investment manager to vote in the 
     best economic interests of shareholders;
       ``(IV) how frequently votes were changed when an error 
     occurred or due to new information from issuers; and
       ``(V) the degree to which investment professionals of the 
     institutional investment manager were involved in proxy 
     voting decisions; and

       ``(iv) a certification that the voting decisions of the 
     institutional investment manager were based solely on the 
     best economic interest of the shareholders on behalf of whom 
     the institutional investment manager holds shares.
       ``(B) Requirements for larger institutional investment 
     managers.--Every institutional investment manager described 
     in subparagraph (A) that has assets under management with an 
     aggregate fair market value on the last trading day in any of 
     the preceding twelve months of at least $100,000,000,000 
     shall--
       ``(i) in any materials provided to customers and related to 
     customers voting their shares, clarify that shareholders are 
     not required to vote on every proposal;
       ``(ii) with respect to each shareholder proposal for which 
     the institutional investment manager votes (other than votes 
     consistent with the recommendation of a board of directors 
     composed of a majority of independent directors) perform an 
     economic analysis before making such vote, to determine that 
     the vote is in the best economic interest of the shareholders 
     on behalf of whom the institutional investment manager holds 
     shares; and
       ``(iii) include each economic analysis required under 
     clause (ii) in the annual report required under subparagraph 
     (A).
       ``(C) Best economic interest defined.--In this paragraph, 
     the term `best economic interest' means decisions that seek 
     to maximize investment returns over a time horizon consistent 
     with the investment objectives and risk management profile of 
     the fund in which shareholders are invested.''.

                TITLE IX--PROTECTING AMERICANS' SAVINGS

     SEC. 3901. REQUIREMENTS RELATED TO PROXY VOTING.

       Section 14 of the Securities Exchange Act of 1934 (15 
     U.S.C. 78n), as amended by section 3701, is further amended 
     by adding at the end the following:
       ``(m) Prohibition on Robovoting.--
       ``(1) In general.--The Commission shall issue final rules 
     prohibiting the use of robovoting with respect to votes 
     related to proxy or consent solicitation materials.
       ``(2) Robovoting defined.--In this subsection, the term 
     `robovoting' means the practice of automatically voting in a 
     manner consistent with the recommendations of a proxy 
     advisory

[[Page H5483]]

     firm or pre-populating votes on a proxy advisory firm's 
     electronic voting platform with the proxy advisory firm's 
     recommendations, in either case, without independent review 
     and analysis.
       ``(n) Prohibition on Outsourcing Voting Decisions by 
     Institutional Investors.--With respect to votes related to 
     proxy or consent solicitation materials, an institutional 
     investor may not outsource voting decisions to any person 
     other than an investment adviser or a broker or dealer that 
     is registered with the Commission and has a fiduciary or best 
     interest duty to the institutional investor.
       ``(o) No Requirement to Vote.--No person may be required to 
     cast votes related to proxy or consent solicitation 
     materials.
       ``(p) Proxy Advisory Firm Calculation of Votes.--With 
     respect to votes related to proxy or consent solicitation 
     materials with respect to an issuer, a proxy advisor firm 
     shall calculate the vote result consistent with the law of 
     the State in which the issuer is incorporated.''.

                    TITLE X--EMPOWERING SHAREHOLDERS

     SEC. 3911. PROXY VOTING OF PASSIVELY MANAGED FUNDS.

       (a) In General.--The Investment Advisers Act of 1940 (15 
     U.S.C. 80b-1 et seq.) is amended by inserting after section 
     208 (15 U.S.C. 80b-8) the following:

     ``SEC. 208A. PROXY VOTING OF PASSIVELY MANAGED FUNDS.

       ``(a) Investment Adviser Proxy Voting.--
       ``(1) In general.--An investment adviser that holds 
     authority to vote a proxy solicited by an issuer pursuant to 
     section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 
     78n) in connection with any vote of covered securities held 
     by a passively managed fund shall--
       ``(A) vote in accordance with the instructions of the 
     beneficial owner of a voting security of the passively 
     managed fund;
       ``(B) vote in accordance with the voting recommendations of 
     such issuer; or
       ``(C) abstain from voting but make reasonable efforts to be 
     considered present for purposes of establishing a quorum.
       ``(2) Exception.--Paragraph (1) shall not apply with 
     respect to a vote on a routine matter.
       ``(b) Safe Harbor.--With respect to a matter that is not a 
     routine matter, in the case of a vote described in subsection 
     (a)(1), an investment adviser shall not be liable to any 
     person under any law or regulation of the United States, any 
     constitution, law, or regulation of any State or political 
     subdivision thereof, or under any contract or other legally 
     enforceable agreement (including any arbitration agreement), 
     for any of the following:
       ``(1) Voting in accordance with the instructions of the 
     beneficial owner of a voting security of the passively 
     managed fund.
       ``(2) Not soliciting voting instructing from any person 
     under subsection (a)(1) with respect to such vote.
       ``(3) Voting in accordance with the voting recommendations 
     of an issuer pursuant to subparagraph (B) of such subsection.
       ``(4) Abstaining from voting in accordance with 
     subparagraph (C) of such subsection.
       ``(c) Foreign Private Issuers Exemption.--Subsection (a) 
     shall not apply with respect to a foreign private issuer if 
     the voting policy of the investment advisor with respect to 
     such foreign private issuers is fully and fairly disclosed to 
     beneficial owners, including the extent to which such policy 
     differs from the voting policy for non-exempt issuers.
       ``(d) Definitions.--In this section:
       ``(1) Covered security.--The term `covered security'--
       ``(A) means a voting security, as that term is defined in 
     section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 
     80a-2(a)), in which a qualified fund is invested; and
       ``(B) does not include any voting security (as defined in 
     subparagraph (A)) of an issuer registered with the Commission 
     as an investment company under section 8 of the Investment 
     Company Act of 1940 (15 U.S.C. 80a-8).
       ``(2) Passively managed fund.--The term `passively managed 
     fund' means a qualified fund that--
       ``(A) is designed to track, or is derived from, an index of 
     securities or a portion of such an index;
       ``(B) discloses that the qualified fund is a passive index 
     fund; or
       ``(C) allocates not less than 60 percent of the total 
     assets of the qualified fund to an investment strategy that 
     is designed to track, or is derived from, an index of 
     securities or a portion of such an index fund.
       ``(3) Qualified fund.--The term `qualified fund' means--
       ``(A) an investment company, as that term is defined in 
     section 3 of the Investment Company Act of 1940 (15 U.S.C. 
     80a-3);
       ``(B) a private fund;
       ``(C) an eligible deferred compensation plan, as that term 
     is defined in section 457(b) of the Internal Revenue Code of 
     1986;
       ``(D) a trust, plan, account, or other entity described in 
     section 3(c)(11) of the Investment Company Act of 1940 (15 
     U.S.C. 80a-3(c)(11));
       ``(E) a plan maintained by an employer described in clause 
     (i), (ii), or (iii) of section 403(b)(1)(A) of the Internal 
     Revenue Code of 1986 to provide annuity contracts described 
     in section 403(b) of such Code;
       ``(F) a common trust fund, or similar fund, maintained by a 
     bank;
       ``(G) any fund established under section 8438(b)(1) of 
     title 5, United States Code; or
       ``(H) any separate managed account of a client of an 
     investment adviser.
       ``(4) Registrant.--The term `registrant' means an issuer of 
     covered securities.
       ``(5) Routine matter.--The term `routine matter'--
       ``(A) includes a proposal that relates to--
       ``(i) an election with respect to the board of directors of 
     the registrant;
       ``(ii) the compensation of management or the board of 
     directors of the registrant;
       ``(iii) the selection of auditors;
       ``(iv) a matter where there is a material conflict of 
     interest between or among the issuer, members of management, 
     members of the board of directors, or an affiliate of the 
     issuer;
       ``(v) declassification; or
       ``(vi) transactions that would transform the structure of 
     the registrant, including--

       ``(I) a merger or consolidation; and
       ``(II) the sale, lease, or exchange of all, or 
     substantially all, of the property and assets of a 
     registrant; and

       ``(B) does not include--
       ``(i) a proposal that is not submitted to a holder of 
     covered securities by means of a proxy statement comparable 
     to that described in section 240.14a-101 of title 17, Code of 
     Federal Regulations, or any successor regulation; or
       ``(ii) a proposal that is--

       ``(I) the subject of a counter-solicitation; or
       ``(II) part of a proposal made by a person other than the 
     applicable registrant.''.

       (b) Effective Date.--The amendment made by this section 
     shall take effect on the first August 1 that occurs after the 
     date that is 2 years after the date of enactment of this Act.

             TITLE XI--PROTECTING RETAIL INVESTORS' SAVINGS

     SEC. 3921. BEST INTEREST BASED ON PECUNIARY FACTORS.

       (a) In General.--Section 211(g) of the Investment Advisers 
     Act of 1940 (15 U.S.C. 80b-11(g)) is amended by adding at the 
     end the following:
       ``(3) Best interest based on pecuniary factors.--
       ``(A) In general.--For purposes of paragraph (1), the best 
     interest of a customer shall be determined using pecuniary 
     factors, which may not be subordinated to or limited by non-
     pecuniary factors, unless the customer provides informed 
     consent, in writing, that such non-pecuniary factors be 
     considered.
       ``(B) Disclosure of pecuniary factors.--If a customer 
     provides a broker, dealer, or investment adviser with the 
     informed consent to consider non-pecuniary factors described 
     under subparagraph (A), the broker, dealer, or investment 
     adviser shall--
       ``(i) disclose the expected pecuniary effects to the 
     customer over a time period selected by the customer and not 
     to exceed three years; and
       ``(ii) at the end of the time period described in clause 
     (i), disclose, by comparison to a reasonably comparable index 
     or basket of securities selected by the customer, the actual 
     pecuniary effects of that time period, including all fees, 
     costs, and other expenses incurred to consider non-pecuniary 
     factors.
       ``(C) Pecuniary factor defined.--In this paragraph, the 
     term `pecuniary factor' means a factor that a fiduciary 
     prudently determines is expected to have a material effect on 
     the risk or return of an investment based on appropriate 
     investment horizons.''.
       (b) Rulemaking.--Not later than the end of the 12-month 
     period beginning on the date of enactment of this Act, the 
     Securities and Exchange Commission shall revise or issue such 
     rules as may be necessary to implement the amendment made by 
     subsection (a).
       (c) Applicability.--The amendment made by subsection (a) 
     shall apply to actions taken by a broker, dealer, or 
     investment adviser beginning on the date that is 12 months 
     after the date of enactment of this Act.

     SEC. 3922. STUDY ON CLIMATE CHANGE AND OTHER ENVIRONMENTAL 
                   DISCLOSURES IN MUNICIPAL BOND MARKET.

       (a) In General.--The Securities and Exchange Commission 
     shall--
       (1) conduct a study to determine the extent to which 
     issuers of municipal securities (as such term is defined in 
     section 3(a)(29) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78c(a)(29)) make disclosures to investors regarding 
     climate change and other environmental matters; and
       (2) solicit public comment with respect to such study.
       (b) Contents.--The study required under subsection (a) 
     shall consider and analyze--
       (1) the frequency with which disclosures described in 
     subsection (a)(1) are made;
       (2) whether such disclosures made by issuers of municipal 
     securities in connection with offerings of securities align 
     with such disclosures made by issuers of municipal securities 
     in other contexts or to audiences other than investors;
       (3) any voluntary or mandatory disclosure standards 
     observed by issuers of municipal securities in the course of 
     making such disclosures;
       (4) the degree to which investors consider such disclosures 
     in connection with making an investment decision; and
       (5) such other information as the Securities and Exchange 
     Commission determines appropriate.
       (c) Report.--Not later than 1 year after the date of the 
     enactment of this Act, the Securities and Exchange Commission 
     shall submit to the Committee on Banking, Housing, and Urban 
     Affairs of the Senate and the Committee on Financial Services 
     of the House of Representatives a report that includes--
       (1) the results of the study required under this section;
       (2) a detailed discussion of the financial risks to 
     investors from investments in municipal securities;
       (3) whether such risks are adequately disclosed to 
     investors; and
       (4) recommended regulatory or legislative steps to address 
     any concerns identified in the study.

     SEC. 3923. STUDY ON SOLICITATION OF MUNICIPAL SECURITIES 
                   BUSINESS.

       (a) In General.--The Securities and Exchange Commission 
     shall--
       (1) conduct a study on the effectiveness of each covered 
     rule in preventing the payment of

[[Page H5484]]

     funds to elected officials or candidates for elected office 
     in exchange for the receipt of government business in 
     connection with the offer or sale of municipal securities; 
     and
       (2) solicit public comment with respect to such study.
       (b) Contents.--The study required under subsection (a) 
     shall consider and analyze--
       (1) the effectiveness of each covered rule, including 
     whether each covered rule accomplishes the intended effect of 
     such covered rule and has any unintended adverse effects;
       (2) the frequency and scope of enforcement actions 
     undertaken pursuant to each covered rule;
       (3) the degree to which--
       (A) persons subject to each covered rule--
       (i) have in effect policies and procedures intended to 
     ensure compliance with each such covered rule; and
       (ii) are disadvantaged from participating in the political 
     process generally and in relation to persons who solicit or 
     receive government business or government licenses, permits, 
     and approvals other than in connection with the offer or sale 
     of municipal securities; and
       (B) other State and Federal laws and regulations impact the 
     solicitation of municipal securities business; and
       (4) such other information as the Securities and Exchange 
     Commission determines appropriate.
       (c) Report.--Not later than 1 year after the date of the 
     enactment of this Act, the Securities and Exchange Commission 
     shall submit to the Committee on Banking, Housing, and Urban 
     Affairs of the Senate and the Committee on Financial Services 
     of the House of Representatives a report that includes--
       (1) the results of the study required under this section;
       (2) an analysis of the extent to which persons affiliated 
     with small businesses, as well as persons affiliated with 
     minority and women opened businesses, have been affected by 
     the covered rules; and
       (3) recommended regulatory or legislative steps to address 
     any concerns identified in the study.
       (d) Definitions.--In this section:
       (1) Covered rule.--The term ``covered rule'' means--
       (A) Rule G-38 of the Municipal Securities Rulemaking Board; 
     and
       (B) Rule 206(4)-5 (17 CFR 275.206(4)-5).
       (2) Municipal securities.--The term ``municipal 
     securities'' has the meaning given the term in section 
     3(a)(29) of the Securities Exchange Act of 1934 (15 U.S.C. 
     78c(a)(29)).

                 DIVISION D--AMERICAN FIRST ACT OF 2023

     SEC. 4001. SHORT TITLE; TABLE OF CONTENTS.

       (a) Short Title.--This division may be cited as the 
     ``American Financial Institution Regulatory Sovereignty and 
     Transparency Act of 2023'' or the ``American FIRST Act of 
     2023''.
       (b) Table of Contents.--The table of contents for this 
     division is as follows:

Sec. 4001. Short title; Table of contents.

         TITLE I--STOP EXECUTIVE CAPTURE OF BANKING REGULATORS

Sec. 4101. Report on the implementation of recommendations from the 
              FSOC Chairperson and Executive Orders.

    TITLE II--ENSURING U.S. AUTHORITY OVER U.S. BANKING REGULATIONS

Sec. 4201. Requirements in connection with rulemakings implementing 
              policies of non-governmental international organizations.
Sec. 4202. Report on certain climate-related interactions with covered 
              international organizations.

          TITLE III--BANKING REGULATOR INTERNATIONAL REPORTING

Sec. 4301. Reporting on interactions with non-governmental 
              international organizations.

                      TITLE IV--SUPERVISION REFORM

Sec. 4401. Removal of the Vice Chairman for Supervision designation.

         TITLE I--STOP EXECUTIVE CAPTURE OF BANKING REGULATORS

     SEC. 4101. REPORT ON THE IMPLEMENTATION OF RECOMMENDATIONS 
                   FROM THE FSOC CHAIRPERSON AND EXECUTIVE ORDERS.

       (a) Board of Governors of the Federal Reserve System.--
     Section 10 of the Federal Reserve Act (12 U.S.C. 247b), as 
     amended by section 4401(b), is further amended by adding at 
     the end the following:
       ``(11) Report on the implementation of recommendations from 
     the fsoc chairperson and executive orders.--The Board of 
     Governors of the Federal Reserve System may not implement a 
     non-binding recommendation made by the Chairperson of the 
     Financial Stability Oversight Council or contained in an 
     Executive Order unless the Board of Governors first provides 
     the Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate with--
       ``(A) notice that the Board of Governors intends to 
     implement such recommendation;
       ``(B) a report containing the proposed implementation by 
     the Board of Governors and a justification for such 
     implementation; and
       ``(C) upon request, not later than the end of the 120-day 
     period beginning on the date of the notice under subparagraph 
     (A), testimony on such proposed implementation.''.
       (b) Office of the Comptroller of the Currency.--Section 324 
     of the Revised Statutes of the United States (12 U.S.C. 1) is 
     amended by adding at the end the following:
       ``(c) Report on the Implementation of Recommendations From 
     the FSOC Chairperson and Executive Orders.--The Comptroller 
     of the Currency may not implement a non-binding 
     recommendation made by the Chairperson of the Financial 
     Stability Oversight Council or contained in an Executive 
     Order unless the Comptroller of the Currency first provides 
     the Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate with--
       ``(1) notice that the Comptroller of the Currency intends 
     to implement such recommendation;
       ``(2) a report containing the proposed implementation by 
     the Comptroller of the Currency and a justification for such 
     implementation; and
       ``(3) upon request, not later than the end of the 120-day 
     period beginning on the date of the notice under paragraph 
     (1), testimony on such proposed implementation.''.
       (c) Federal Deposit Insurance Corporation.--Section 2 of 
     the Federal Deposit Insurance Act (12 U.S.C. 1812) is amended 
     by inserting after subsection (f) the following:
       ``(g) Report on the Implementation of Recommendations From 
     the FSOC Chairperson and Executive Orders.--The Board of 
     Directors of the Corporation may not implement a non-binding 
     recommendation made by the Chairperson of the Financial 
     Stability Oversight Council or contained in an Executive 
     Order unless the Board of Directors first provides the 
     Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate with--
       ``(1) notice that the Board of Directors intends to 
     implement such recommendation;
       ``(2) a report containing the proposed implementation by 
     the Board of Directors and a justification for such 
     implementation; and
       ``(3) upon request, not later than the end of the 120-day 
     period beginning on the date of the notice under paragraph 
     (1), testimony on such proposed implementation.''.
       (d) National Credit Union Administration.--Section 102 of 
     the Federal Credit Union Act (12 U.S.C. 1752a) is amended by 
     adding at the end the following:
       ``(g) Report on the Implementation of Recommendations From 
     the FSOC Chairperson and Executive Orders.--The Board may not 
     implement a non-binding recommendation made by the 
     Chairperson of the Financial Stability Oversight Council or 
     contained in an Executive Order unless the Board first 
     provides the Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate with--
       ``(1) notice that the Board intends to implement such 
     recommendation;
       ``(2) a report containing the proposed implementation by 
     the Board and a justification for such implementation; and
       ``(3) upon request, not later than the end of the 120-day 
     period beginning on the date of the notice under paragraph 
     (1), testimony on such proposed implementation.''.
       (e) Federal Housing Finance Agency.--Section 1311 of the 
     Housing and Community Development Act of 1992 (12 U.S.C. 
     4511) is amended by adding at the end the following:
       ``(d) Report on the Implementation of Recommendations From 
     the FSOC Chairperson and Executive Orders.--The Director may 
     not implement a non-binding recommendation made by the 
     Chairperson of the Financial Stability Oversight Council or 
     contained in an Executive Order unless the Director first 
     provides the Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate with--
       ``(1) notice that the Director intends to implement such 
     recommendation;
       ``(2) a report containing the proposed implementation by 
     the Director and a justification for such implementation; and
       ``(3) upon request, not later than the end of the 120-day 
     period beginning on the date of the notice under paragraph 
     (1), testimony on such proposed implementation.''.

    TITLE II--ENSURING U.S. AUTHORITY OVER U.S. BANKING REGULATIONS

     SEC. 4201. REQUIREMENTS IN CONNECTION WITH RULEMAKINGS 
                   IMPLEMENTING POLICIES OF NON-GOVERNMENTAL 
                   INTERNATIONAL ORGANIZATIONS.

       (a) Board of Governors of the Federal Reserve System.--
     Section 10 of the Federal Reserve Act (12 U.S.C. 247b), as 
     amended by section 4101(a), is further amended by inserting 
     after paragraph (11) the following:
       ``(12) Requirements in connection with rulemakings 
     implementing policies of non-governmental international 
     organizations.--
       ``(A) In general.--The Board of Governors of the Federal 
     Reserve System may not propose or finalize a major covered 
     rule unless, not later than 120 days before issuing such a 
     proposed or final rule, the Board of Governors provides the 
     Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate with notice, testimony, and a 
     detailed economic analysis with respect to the proposed or 
     final rule, including projections of economic costs, sectoral 
     effects, and effects on the availability of credit, the gross 
     domestic product, and employment.
       ``(B) Major covered rule defined.--In this paragraph, the 
     term `major covered rule' means a rule--
       ``(i) that the Board of Governors determines would have an 
     effect, in the aggregate, on the economy of the United States 
     of $10,000,000,000 or more during the 10-year period 
     beginning on the date the rule takes effect; and
       ``(ii) that is intended to align or conform with a 
     recommendation from a non-governmental international 
     organization (including the Financial Stability Board, the 
     Bank for International Settlements, the Network of Central

[[Page H5485]]

     Banks and Supervisors for Greening the Financial System, and 
     the Basel Committee on Banking Supervision).''.
       (b) Office of the Comptroller of the Currency.--Section 324 
     of the Revised Statutes of the United States (12 U.S.C. 1), 
     as amended by section 4101(b), is further amended by adding 
     at the end the following:
       ``(d) Requirements in Connection With Rulemakings 
     Implementing Policies of Non-governmental International 
     Organizations.--
       ``(1) In general.--The Comptroller of the Currency may not 
     propose or finalize a major covered rule unless, not later 
     than 120 days before issuing such a proposed or final rule, 
     the Comptroller of the Currency provides the Committee on 
     Financial Services of the House of Representatives and the 
     Committee on Banking, Housing, and Urban Affairs of the 
     Senate with notice, testimony, and a detailed economic 
     analysis with respect to the proposed or final rule, 
     including projections of economic costs, sectoral effects, 
     and effects on the availability of credit, the gross domestic 
     product, and employment.
       ``(2) Major covered rule defined.--In this subsection, the 
     term `major covered rule' means a rule--
       ``(A) that the Comptroller of the Currency determines would 
     have an effect, in the aggregate, on the economy of the 
     United States of $10,000,000,000 or more during the 10-year 
     period beginning on the date the rule takes effect; and
       ``(B) that is intended to align or conform with a 
     recommendation from a non-governmental international 
     organization (including the Financial Stability Board, the 
     Bank for International Settlements, the Network of Central 
     Banks and Supervisors for Greening the Financial System, and 
     the Basel Committee on Banking Supervision).''.
       (c) Federal Deposit Insurance Corporation.--Section 2 of 
     the Federal Deposit Insurance Act (12 U.S.C. 1812), as 
     amended by section 4101(c), is further amended by inserting 
     after subsection (g) the following:
       ``(h) Requirements in Connection With Rulemakings 
     Implementing Policies of Non-governmental International 
     Organizations.--
       ``(1) In general.--The Board of Directors of the 
     Corporation may not propose or finalize a major covered rule 
     unless, not later than 120 days before issuing such a 
     proposed or final rule, the Board of Directors provides the 
     Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate with notice, testimony, and a 
     detailed economic analysis with respect to the proposed or 
     final rule, including projections of economic costs, sectoral 
     effects, and effects on the availability of credit, the gross 
     domestic product, and employment.
       ``(2) Major covered rule defined.--In this subsection, the 
     term `major covered rule' means a rule--
       ``(A) that the Board of Directors determines would have an 
     effect, in the aggregate, on the economy of the United States 
     of $10,000,000,000 or more during the 10-year period 
     beginning on the date the rule takes effect; and
       ``(B) that is intended to align or conform with a 
     recommendation from a non-governmental international 
     organization (including the Financial Stability Board, the 
     Bank for International Settlements, the Network of Central 
     Banks and Supervisors for Greening the Financial System, and 
     the Basel Committee on Banking Supervision).''.
       (d) National Credit Union Administration.--Section 102 of 
     the Federal Credit Union Act (12 U.S.C. 1752a), as amended by 
     section 4101(d), is further amended by adding at the end the 
     following:
       ``(h) Requirements in Connection With Rulemakings 
     Implementing Policies of Non-governmental International 
     Organizations.--
       ``(1) In general.--The Board may not propose or finalize a 
     major covered rule unless, not later than 120 days before 
     issuing such a proposed or final rule, the Board provides the 
     Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate with notice, testimony, and a 
     detailed economic analysis with respect to the proposed or 
     final rule, including projections of economic costs, sectoral 
     effects, and effects on the availability of credit, the gross 
     domestic product, and employment.
       ``(2) Major covered rule defined.--In this subsection, the 
     term `major covered rule' means a rule--
       ``(A) that the Board determines would have an effect, in 
     the aggregate, on the economy of the United States of 
     $10,000,000,000 or more during the 10-year period beginning 
     on the date the rule takes effect; and
       ``(B) that is intended to align or conform with a 
     recommendation from a non-governmental international 
     organization (including the Financial Stability Board, the 
     Bank for International Settlements, the Network of Central 
     Banks and Supervisors for Greening the Financial System, and 
     the Basel Committee on Banking Supervision).''.
       (e) Federal Housing Finance Agency.--Section 1311 of the 
     Housing and Community Development Act of 1992 (12 U.S.C. 
     4511), as amended by section 4101(e), is further amended by 
     adding at the end the following:
       ``(e) Requirements in Connection With Rulemakings 
     Implementing Policies of Non-governmental International 
     Organizations.--
       ``(1) In general.--The Director may not propose or finalize 
     a major covered rule unless, not later than 120 days before 
     issuing such a proposed or final rule, the Director provides 
     the Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate with notice, testimony, and a 
     detailed economic analysis with respect to the proposed or 
     final rule, including projections of economic costs, sectoral 
     effects, and effects on the availability of credit, the gross 
     domestic product, and employment.
       ``(2) Major covered rule defined.--In this subsection, the 
     term `major covered rule' means a rule--
       ``(A) that the Director determines would have an effect, in 
     the aggregate, on the economy of the United States of 
     $10,000,000,000 or more during the 10-year period beginning 
     on the date the rule takes effect; and
       ``(B) that is intended to align or conform with a 
     recommendation from a non-governmental international 
     organization (including the Financial Stability Board, the 
     Bank for International Settlements, the Network of Central 
     Banks and Supervisors for Greening the Financial System, and 
     the Basel Committee on Banking Supervision).''.

     SEC. 4202. REPORT ON CERTAIN CLIMATE-RELATED INTERACTIONS 
                   WITH COVERED INTERNATIONAL ORGANIZATIONS.

       (a) In General.--A Federal banking regulator may not meet 
     with or otherwise engage with a covered international 
     organization on the topic of climate-related financial risk 
     during a calendar year unless the Federal banking regulator 
     has issued a report to the Committee on Financial Services of 
     the House of Representatives and the Committee on Banking, 
     Housing, and Urban Affairs of the Senate containing, for the 
     previous calendar year--
       (1) a complete description of the activities of the covered 
     international organization in which the Federal banking 
     regulator participates (including any task force, committee, 
     or other organizational unit thereof); and
       (2) a detailed accounting of the governmental and non-
     governmental funding sources of the covered international 
     organization (including any task force, committee, or other 
     organizational unit thereof).
       (b) Definitions.--In this section:
       (1) Covered international organization.--The term ``covered 
     international organization'' means the Financial Stability 
     Board, the Bank for International Settlements, the Network of 
     Central Banks and Supervisors for Greening the Financial 
     System, and the Basel Committee on Banking Supervision.
       (2) Federal banking regulator.--The term ``Federal banking 
     regulator'' means the Board of Governors of the Federal 
     Reserve System, the Federal Deposit Insurance Corporation, 
     the Federal Housing Finance Agency, the National Credit Union 
     Administration, and the Office of the Comptroller of the 
     Currency.

          TITLE III--BANKING REGULATOR INTERNATIONAL REPORTING

     SEC. 4301. REPORTING ON INTERACTIONS WITH NON-GOVERNMENTAL 
                   INTERNATIONAL ORGANIZATIONS.

       (a) Board of Governors of the Federal Reserve System.--
     Section 10 of the Federal Reserve Act (12 U.S.C. 247b), as 
     amended by section 4201(a), is further amended by inserting 
     after paragraph (12) the following:
       ``(13) Reporting on interactions with non-governmental 
     international organizations.--With respect to interactions 
     between the Board of Governors of the Federal Reserve System 
     and a non-governmental international organization (including 
     the Financial Stability Board, the Bank for International 
     Settlements, the Network of Central Banks and Supervisors for 
     Greening the Financial System, and the Basel Committee on 
     Banking Supervision), the Board of Governors shall--
       ``(A) keep a complete record of all such interactions, 
     including minutes of all meetings and any recommendations 
     made during such interaction for international 
     standardization with respect to open-market policies and 
     operations, discount lending and operations (including 
     collateral policies), or supervisory policies and operations; 
     and
       ``(B) issue an annual report to the Committee on Financial 
     Services of the House of Representatives and the Committee on 
     Banking, Housing, and Urban Affairs of the Senate 
     containing--
       ``(i) all of the information recorded pursuant to 
     subparagraph (A) with respect to the previous year; and
       ``(ii) with respect to each non-governmental international 
     organization with which the Board of Governors had an 
     interaction in the previous year, a description of the 
     funding sources of the non-governmental international 
     organization.''.
       (b) Office of the Comptroller of the Currency.--Section 324 
     of the Revised Statutes of the United States (12 U.S.C. 1), 
     as amended by section 4201(b), is further amended by adding 
     at the end the following:
       ``(e) Reporting on Interactions With Non-governmental 
     International Organizations.--With respect to interactions 
     between the Office of the Comptroller of the Currency and a 
     non-governmental international organization (including the 
     Financial Stability Board, the Bank for International 
     Settlements, the Network of Central Banks and Supervisors for 
     Greening the Financial System, and the Basel Committee on 
     Banking Supervision), the Comptroller of the Currency shall--
       ``(1) keep a complete record of all such interactions, 
     including minutes of all meetings and any recommendations 
     made during such interaction for international 
     standardization with respect to discount lending and 
     operations (including collateral policies) or supervisory 
     policies and operations; and
       ``(2) issue an annual report to the Committee on Financial 
     Services of the House of Representatives and the Committee on 
     Banking, Housing, and Urban Affairs of the Senate 
     containing--
       ``(A) all of the information recorded pursuant to paragraph 
     (1) with respect to the previous year; and

[[Page H5486]]

       ``(B) with respect to each non-governmental international 
     organization with which the Office of the Comptroller of the 
     Currency had an interaction in the previous year, a 
     description of the funding sources of the non-governmental 
     international organization.''.
       (c) Federal Deposit Insurance Corporation.--Section 2 of 
     the Federal Deposit Insurance Act (12 U.S.C. 1812), as 
     amended by section 4201(c), is further amended is amended by 
     inserting after subsection (h) the following:
       ``(i) Reporting on Interactions With Non-governmental 
     International Organizations.--With respect to interactions 
     between the Federal Deposit Insurance Corporation and a non-
     governmental international organization (including the 
     Financial Stability Board, the Bank for International 
     Settlements, the Network of Central Banks and Supervisors for 
     Greening the Financial System, and the Basel Committee on 
     Banking Supervision), the Board of Directors of the 
     Corporation shall--
       ``(1) keep a complete record of all such interactions, 
     including minutes of all meetings and any recommendations 
     made during such interaction for international 
     standardization with respect to discount lending and 
     operations (including collateral policies) or supervisory 
     policies and operations; and
       ``(2) issue an annual report to the Committee on Financial 
     Services of the House of Representatives and the Committee on 
     Banking, Housing, and Urban Affairs of the Senate 
     containing--
       ``(A) all of the information recorded pursuant to paragraph 
     (1) with respect to the previous year; and
       ``(B) with respect to each non-governmental international 
     organization with which the Corporation had an interaction in 
     the previous year, a description of the funding sources of 
     the non-governmental international organization.''.
       (d) National Credit Union Administration.--Section 102 of 
     the Federal Credit Union Act (12 U.S.C. 1752a), as amended by 
     section 4201(d), is further amended by adding at the end the 
     following:
       ``(i) Reporting on Interactions With Non-governmental 
     International Organizations.--With respect to interactions 
     between the Administration and a non-governmental 
     international organization (including the Financial Stability 
     Board, the Bank for International Settlements, the Network of 
     Central Banks and Supervisors for Greening the Financial 
     System, and the Basel Committee on Banking Supervision), the 
     Board shall--
       ``(1) keep a complete record of all such interactions, 
     including minutes of all meetings and any recommendations 
     made during such interaction for international 
     standardization with respect to discount lending and 
     operations (including collateral policies) or supervisory 
     policies and operations; and
       ``(2) issue an annual report to the Committee on Financial 
     Services of the House of Representatives and the Committee on 
     Banking, Housing, and Urban Affairs of the Senate 
     containing--
       ``(A) all of the information recorded pursuant to paragraph 
     (1) with respect to the previous year; and
       ``(B) with respect to each non-governmental international 
     organization with which the Administration had an interaction 
     in the previous year, a description of the funding sources of 
     the non-governmental international organization.''.
       (e) Federal Housing Finance Agency.--Section 1311 of the 
     Housing and Community Development Act of 1992 (12 U.S.C. 
     4511), as amended by section 4201(e), is further amended by 
     adding at the end the following:
       ``(f) Reporting on Interactions With Non-governmental 
     International Organizations.--With respect to interactions 
     between the Federal Housing Finance Agency and a non-
     governmental international organization (including the 
     Financial Stability Board, the Bank for International 
     Settlements, the Network of Central Banks and Supervisors for 
     Greening the Financial System, and the Basel Committee on 
     Banking Supervision), the Director shall--
       ``(1) keep a complete record of all such interactions, 
     including minutes of all meetings and any recommendations 
     made during such interaction for international 
     standardization with respect to discount lending and 
     operations (including collateral policies) or supervisory 
     policies and operations; and
       ``(2) issue an annual report to the Committee on Financial 
     Services of the House of Representatives and the Committee on 
     Banking, Housing, and Urban Affairs of the Senate 
     containing--
       ``(A) all of the information recorded pursuant to paragraph 
     (1) with respect to the previous year; and
       ``(B) with respect to each non-governmental international 
     organization with which the Federal Housing Finance Agency 
     had an interaction in the previous year, a description of the 
     funding sources of the non-governmental international 
     organization.''.

                      TITLE IV--SUPERVISION REFORM

     SEC. 4401. REMOVAL OF THE VICE CHAIRMAN FOR SUPERVISION 
                   DESIGNATION.

       (a) In General.--The second undesignated paragraph of 
     section 10 of the Federal Reserve Act (12 U.S.C. 242) 
     (relating to the Chairman and Vice Chairman of the Board) is 
     amended by striking ``and 2 shall be designated by the 
     President, by and with the advice and consent of the Senate, 
     to serve as Vice Chairmen of the Board, each for a term of 4 
     years, 1 of whom shall serve in the absence of the Chairman, 
     as provided in the fourth undesignated paragraph of this 
     section, and 1 of whom shall be designated Vice Chairman for 
     Supervision. The Vice Chairman for Supervision shall develop 
     policy recommendations for the Board regarding supervision 
     and regulation of depository institution holding companies 
     and other financial firms supervised by the Board, and shall 
     oversee the supervision and regulation of such firms.'' and 
     inserting ``and 1 shall be designated by the President, by 
     and with the consent of the Senate, to serve as Vice Chairman 
     of the Board for a term of 4 years.''.
       (b) Conforming Amendment.--Section 10 of the Federal 
     Reserve Act (12 U.S.C. 241 et seq.) is amended by striking 
     paragraph (12).

               DIVISION E--LIMITATION ON SEC RESERVE FUND

     SEC. 5001. LIMITATION.

       During fiscal years 2026 and 2027, registration fees 
     collected by the Securities and Exchange Commission shall not 
     be deposited in the Securities and Exchange Commission 
     Reserve Fund.

  The SPEAKER pro tempore. The bill, as amended, shall be debatable for 
1 hour equally divided and controlled by the chair and ranking minority 
member of the Committee on Financial Services or their respective 
designees.
  The gentleman from Michigan (Mr. Huizenga) and the gentlewoman from 
California (Ms. Waters) each will control 30 minutes.
  The Chair recognizes the gentleman from Michigan (Mr. Huizenga).


                             General Leave

  Mr. HUIZENGA. Mr. Speaker, I ask unanimous consent that all Members 
may have 5 legislative days in which to revise and extend their remarks 
and include extraneous material on the bill under consideration.
  The SPEAKER pro tempore. Is there objection to the request of the 
gentleman from Michigan?
  There was no objection.
  Mr. HUIZENGA. Mr. Speaker, I yield myself such time as I may consume.
  Mr. Speaker, today, we have an opportunity to put a stake in the 
ground and ensure our financial system remains the envy of the world by 
passing H.R. 4790, the Prioritizing Economic Growth Over Woke Policies 
Act.
  Under the Biden-Harris administration, agencies that have 
traditionally been viewed as independent have been hijacked to push 
through a partisan environmental, social, and governance, or ESG, 
agenda.
  Politically motivated, unelected bureaucrats are forcing these 
leftwing political priorities--which, by the way, Mr. Speaker, 
Democrats were unable to pass into law even when they had unified 
control of Congress--on the American people through financial 
regulation.
  In other words, rogue Democrat-appointed regulators are forcing 
companies to waste limited time and resources on ESG political mandates 
that have little or nothing to do with a firm's financial performance.
  These misguided ESG efforts don't benefit our banking system or our 
capital markets. They certainly don't help consumers, workers, job 
creators, everyday investors, or retirement savers.
  That is why House Republicans are fighting back with the Prioritizing 
Economic Growth Over Woke Policies Act. This bill is critical to combat 
the risks woke ESG initiatives pose to the American people and our 
financial system. It is a combination of four packages consisting of 20 
different bills from the Committee on Financial Services, including my 
GUARDRAIL Act, Congressman Steil's Protecting Americans' Retirement 
Savings from Politics Act, Congressman Norman's Businesses Over 
Activists Act, and Congressman Loudermilk's American FIRST Act.
  I applaud my colleagues for their work and appreciate their 
partnership. I also commend Chairman McHenry for his steadfast 
leadership to ensure protecting Americans and our financial system from 
out-of-bounds ESG mandates is a key priority for Republicans on the 
Committee on Financial Services.
  I want to underscore, Mr. Speaker, why H.R. 4790 is so desperately 
needed. Under the Biden-Harris administration, rogue regulators are 
weaponizing independent agencies to pursue the objective of the 
political far left at the expense of our financial system and, more 
importantly, everyday investors.
  SEC Chair Gensler and progressive Democrats are abusing our 
securities laws, overstepping their statutory authority, and redefining 
the long-accepted ``materiality standard'' to accommodate the demands 
of radical climate and social activists.
  The materiality standard, which has been a pillar of American 
securities laws for decades, requires public companies to disclose 
information that has substantial likelihood to influence the financial 
judgments of a reasonable investor. Those are the standards that have 
been accepted, I believe, since 1976.

[[Page H5487]]

  House Democrats have proposed legislation to require public companies 
to disclose nonmaterial information, including all information related 
to climate impact and emissions, human capital, and ``equity,'' 
whatever that might be, none of which have a substantial impact on a 
given firm's financial performance. None of these proposals were 
enacted into law.
  More recently, Chair Gensler's rogue SEC has overstepped its 
authority by pursuing rulemakings to mandate similar nonmaterial 
disclosures. This includes finalizing the disastrous climate disclosure 
rule earlier this year.
  Let me be clear: If this information is material to a business' 
financial performance and therefore affects the everyday investor, it 
is already required to be disclosed under the materiality standard.
  That is where my GUARDRAIL Act, a key pillar of this legislation we 
are considering today, comes in. It protects U.S. capital markets and 
the financial interests of everyday investors by rejecting this new, 
prescriptive, and expansive notion of materiality by reining in SEC 
overreach.
  Specifically, the bill prevents rogue regulators from mandating the 
disclosure of nonmaterial ESG information that would overwhelm, not 
inform, everyday investors, also known as reasonable investors.
  At the same time, H.R. 4790 holds large asset managers and the proxy 
advisory duopoly of ISS and Glass Lewis accountable. These firms are 
abusing their outsized market influence to force leftwing political 
views on public companies, rather than aligning their shareholder 
voting with the financial interests of investors and economic goals.
  The Prioritizing Economic Growth Over Woke Policies Act returns power 
to everyday investors and retirement savers from these unaccountable 
third parties. Additionally, the bill would require the SEC's 
shareholder proposal process to stop progressive activists from 
hijacking the proxy process to inject woke ESG initiatives into 
corporate boardrooms.
  Now, Mr. Speaker, it actually would stop all left, right, or center 
activists' proposals from being introduced. That is a good thing for 
everyone. This will allow executives and directors to focus on creating 
shareholder value--by the way, their legal responsibility--and 
benefiting retirement savers and bolstering economic growth.

  Finally, this bill would stop the alliance of leftwing activists, 
unaccountable global governance organizations, and politicized Biden-
Harris regulators from weaponizing the U.S. banking regulatory 
framework to inject radical ESG initiatives to the detriment of 
consumers and American competitiveness.
  With the Prioritizing Economic Growth Over Woke Policies Act, House 
Republicans are taking action to protect the financial system, workers, 
job creators, and everyday investors from radical ESG initiatives that 
put leftwing political goals above American prosperity.
  Mr. Speaker, I urge my colleagues to support H.R. 4790, and I reserve 
the balance of my time.
  Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
  Mr. Speaker, we are on the brink of yet another government shutdown 
brought to you by MAGA Republicans. I have lost track of how many times 
this has happened in this Congress. Frankly, I and the rest of America 
are just tired. We are exhausted.
  There are real consequences when the government shuts down. It harms 
our national security. It harms our economy. It harms servicemembers, 
veterans, retirees, and vulnerable communities.
  Instead of working to prevent a shutdown, we are debating a bill that 
seeks to divide America with fake culture wars that are really about 
denying the real dangers posed by climate change and denying the fact 
that our country's rich diversity is one of our greatest resources.
  This bill, H.R. 4790, which I am calling the promoting MAGA 
priorities over economic growth act, is straight out of the Republicans 
Project 2025 playbook. It would restrict voting rights for investors, 
ban information that MAGA Republicans don't agree with, and block the 
government agency responsible for protecting our capital markets, the 
Securities and Exchange Commission, from directing public companies to 
report critical information that impacts their bottom line, including 
climate risk, company diversity, and employee welfare.
  This bill flies in the face of the 80 percent of investors who want 
companies to disclose these metrics, known as environmental, social, 
and governance, or ESG, policies. Companies that prioritize these 
metrics perform better financially than their peers that do not.
  Many studies have shown that companies that embrace the diversity of 
the United States outperform those that do not. Indeed, companies with 
the highest percentages of women board directors outperformed those the 
least by 53 percent when it comes to shareholder returns.
  If we think about it, this is just common sense. When a company 
includes the views and perspectives that reflect the diversity of 
America, all of America is likely to see the value of that company.
  When I was chairwoman of the committee, I created the first of its 
kind Subcommittee on Diversity and Inclusion. We received countless 
hours of testimony from researchers who confirmed that embracing 
diversity and inclusion is not just the right thing to do but is also 
good for the bottom line. It is good management.
  Let me go through in more detail what this bill does.
  First, H.R. 4790 strips American investors of their legal right to 
vote on and offer proposals that can influence the direction of the 
companies they own, particularly those related to ESG policies. The 
bill does this by giving management, rather than the SEC, the final say 
on whether a proposal gets included on the ballot at a company's annual 
shareholder meeting.

                              {time}  1345

  The effect of this bill would deprive investors of what is today, 
right now, a legal right to have proposals of any kind included.
  There is a long history of shareholders pushing America's 
corporations to adopt practices that most of us take for granted today. 
This includes majority-independent boards, say-on-pay executive 
compensation, and annual director elections.
  Today, investors are pushing companies to report ESG metrics, board 
diversity, and how workers are treated. Being able to offer, and then 
vote on these proposals, is a legal right of investors under current 
law. That is right. Shareholders are the legal owners of the companies 
they invest in and corporate executives work at their pleasure.
  Mr. Speaker, it seems that my colleagues on the other side of the 
aisle, who are so concerned about socialism, might need a refresher 
about how capitalism really works.
  Second, H.R. 4790 undermines another critical component of our equity 
markets. The bill limits independent analysis and research by impeding 
key providers that investors use known as proxy advisers.
  Proxy advisers are neutral third parties that provide shareholders 
and their representatives with independent analysis about items that 
are up for a vote on the corporate ballot. Proxy advisers also solve an 
important problem by doing the research on thousands of corporate votes 
that investors would otherwise have to do themselves. Management simply 
does not want ordinary investors to have this information as it may not 
align with their recommendations.
  To be clear, investors pay for these services and do so because they 
don't just want to take management's word, and they shouldn't. By 
restricting what analysis and research ordinary investors can purchase 
and use, H.R. 4790 is effectively another MAGA book ban.
  Third, H.R. 4790 severely limits the SEC's authority to direct 
companies to report data about their climate risks, diversity hiring, 
and employee welfare.
  Instead of allowing the SEC to determine what information investors 
should see, as is currently settled law, under this bill, companies 
themselves would make this determination.
  It shouldn't surprise anyone that a company's management is not 
inclined to share more than it has to, and if it gets too close, one 
can imagine that companies wouldn't share much of anything.

[[Page H5488]]

  Congress authorized the SEC to be the arbiter of what is disclosed 
because our markets only work when investors--investors--have 
sufficient information to make informed investment decisions.
  Finally, H.R. 4790 undermines the government's ability to coordinate 
with international partners and take commonsense steps to address 
financial risks like those posed by climate change. In fact, if the 
Federal Reserve hears from a European counterpart that requiring 
companies to guard against wildfire risk is important, the Fed would 
have to jump through several new hurdles before it could implement it, 
even in an emergency.
  This extreme measure would even make it harder for our bank 
regulators to encourage banks to expand small business lending, an 
issue I tried to fix through an amendment but was blocked.
  To be clear, this bill doesn't just have one or two poison pills in 
it. When each bill was separately considered in committee, not a single 
Democratic member voted for them.
  H.R. 4790 strips the right of investors to vote and offer their own 
proposals to strengthen the companies they own, strips their access to 
independent research and analysis about the companies they own, and 
strips the government regulator of its authority to compel those 
companies to provide the market with critical information.
  Is this America?
  Mr. Speaker, I reserve the balance of my time.
  Mr. HUIZENGA. Mr. Speaker, I will just note that, yes, it is America, 
and I will note that the ranking member voted against a continuing 
resolution just yesterday to keep government open. However, I am sure, 
Mr. Speaker, that she will have another opportunity very, very soon.
  Mr. Speaker, I yield 5 minutes to the gentleman from Georgia (Mr. 
Loudermilk).
  Mr. LOUDERMILK. Mr. Speaker, I rise in strong support of H.R. 4790, 
the Prioritizing Economic Growth Over Woke Policies Act. Not only is 
this bill important to restoring sound financial practices within the 
financial services sector, it includes two provisions that originated 
from legislation I introduced in this Congress. The most significant is 
my bill, H.R. 4823, the American Financial Institution Regulatory 
Sovereignty and Transparency Act of 2023, better known as the American 
FIRST Act.
  The short title is an apt description of the bill's aim: to put 
American interests first in bank supervision and remove misguided 
political influence from our banking system. The American FIRST Act has 
three important key elements:
  First, it removes undue political influence from banking regulations. 
In recent years, Mr. Speaker, we have seen bank policy used by 
regulators to further their political interests, not for what is best 
for banks or their customers. Bank regulators have proposed sweeping 
supervisory changes without critically evaluating the models they use 
to forecast climate-related financial risk. When nonbinding FSOC 
proposals are written into binding regulation, they deserve a high 
degree of scrutiny from lawmakers.
  The truth is that the banking system shouldn't be a race to fill 
supervisory roles with partisan loyalists. It should be about 
safeguarding the financial system with a sober eye for objectivity.
  Hastily pushing through regulations without a thorough economic 
analysis can have significant unintended consequences, especially on 
the average consumer.
  According to the U.S. Chamber of Commerce, aggressive climate 
regulations like those proposed by FSOC could have catastrophic effects 
on our energy sector. Small businesses and families in energy-producing 
States could face higher energy costs and reduced credit access.

  My provisions in this bill will ensure that any regulatory action 
proposed by FSOC, or the executive branch undergoes a full review 
process so that the public better understands the trade-offs that they 
are making.
  My colleagues across the aisle call these reporting requirements 
hoops that regulators will be forced to jump through, but in reality, 
they are arguing against increased transparency and good governance in 
banking regulation.
  Second, it ensures that bank regulators fall under U.S. authority. 
Bank supervisors at the Federal Reserve, FDIC, OCC, and others have 
consistently put the interest of large foreign banks ahead of our own. 
These policies aren't just abstract. They have significant implications 
for the stability of our financial system and for American 
competitiveness abroad.
  For example, on May 22, 2022, the Basel Committee on Banking 
Supervision, a European-based, international organization, lowered 
transnational footprint standards for the largest European banks, which 
disadvantaged U.S. banks of the same size. Federal Reserve officials 
actually endorsed the changes, which put American banks and their 
borrowers at a significant disadvantage.
  My bill addresses this problem by requiring U.S. financial regulators 
to periodically report on how they engage with their foreign 
counterparts. It also requires them to conduct a robust analysis before 
implementing any rule to conform with the recommendations of an 
international body. Specifically, it mandates that they conduct a 
thorough economic analysis, projecting the effects on credit markets, 
employment, and the broader economy before implementing any rules 
originating from a foreign nongovernment organization.
  Third, it depoliticizes Federal Reserve supervision. The American 
FIRST Act calls for the elimination of the vice chairman for 
supervision at the Federal Reserve. This role was intended to 
centralize supervisory power within the Fed, but it has added another 
layer of complexity. Last year we experienced a significant banking 
crisis on the Fed's watch, which is hardly evidence that the system is 
more stable with another powerful bureaucrat in the mix. At worst, the 
position has unnecessarily politicized bank supervision allowing 
unchecked partisan bureaucrats to channel credit away from politically 
disfavored sectors.
  Finally, I would also like to highlight another provision in this 
bill, previously introduced as H.R. 4649. This provision would require 
transparency from America's largest asset managers when voting the 
shares entrusted to them.
  These large firms have historically relied on external proxy advisory 
firms to guide how they vote the shares they manage for other 
investors. Some of these proxy firms are actually foreign owned and 
managed entities which do not have the soundness of the U.S. economy as 
their primary interest.
  This bill would require these large firms to disclose how often they 
vote in line with proxy advisory firms and to ensure that their votes 
are in the best interests of their shareholders.
  Once again, Mr. Speaker, I urge my colleagues to vote for 
transparency and good governance and vote ``yes'' on H.R. 4790.
  Ms. WATERS. Mr. Speaker, I yield 3 minutes to the gentleman from 
California (Mr. Vargas), who is a member of the Committee on Financial 
Services and the co-chair of the Congressional Sustainable Investment 
Caucus.
  Mr. VARGAS. Mr. Speaker, I thank the ranking member for yielding.
  Mr. Speaker, I rise in opposition to this bill.
  As co-chairman of the Congressional Sustainable Investment Caucus, I 
am glad to join Ranking Member Waters and other colleagues here to talk 
about protecting the freedom to invest.
  Americans want their pensions and retirement savings to be invested 
responsibly.
  Additionally, recent studies have shown that 80 percent of investors 
want to invest in companies that consider climate risks, diversity 
hiring, and employee welfare.
  That is because investors understand that these factors have huge 
implications for the value of their investments and depend on 
disclosures to make informed choices.
  Corporations are spending up to $500,000 a year to evaluate their 
sustainable business practices because investors are asking for this 
information. Many of these investors manage pensions and retirement 
savings for teachers, firefighters, police officers, and other 
hardworking Americans.
  However, House leadership is bringing legislation to the floor that 
limits access to the very information that investors want.

[[Page H5489]]

  I submitted an amendment that would have protected the right of 
investors to access these disclosures. Unfortunately, this amendment 
and others intended to increase transparency were rejected.
  Mr. Speaker, the bill we are voting on today would make it more 
difficult for investors to maximize the returns on your retirement 
savings.
  Why?
  It is because House leadership is trying to make it more difficult to 
consider risk factors that they simply don't like.
  According to a 2023 Statehouse Report, retirees' pension funds stand 
to lose billions of dollars due to Republican bills attacking 
sustainable and profitable investment practices.
  Mr. Speaker, if you really believe in the free market and capitalism, 
then you need to give investors the freedom to make their own 
decisions.
  We need to grow pension and retirement savings, not force them into 
shortsighted, riskier investments.
  I know that giving responsible investors more information is a good 
thing. It is not a bad thing.
  Evidence shows that bills targeting sustainable business practices 
directly harm taxpayers, investors, and hardworking Americans' 
retirement funds.
  We should be giving investors the information they need to continue 
growing pensions and retirement funds. This bill would do the opposite.
  Mr. Speaker, what was interesting in the introduction and the 
comments so far is they haven't talked about the markets. They were 
saying that we were going to be in a recession. In fact, just the 
opposite has happened.
  In fact, Chairman Gensler and this administration have done such a 
good job that we saw the Dow Jones shoot past 40,000 points and now 
over 42,000 points.
  Why?
  It is because they are doing a good job. It is because they are 
giving the information to the investors that the investors want, and 
they are making good decisions.
  However, they, again, want to burn the books when it comes to 
information.
  Is this America?
  Mr. Speaker, I rise in opposition, and I thank the leader, again, for 
yielding me time.

                              {time}  1400

  Mr. HUIZENGA. Mr. Speaker, I yield 5 minutes to the gentleman from 
Wisconsin (Mr. Steil) to speak on his work on protecting Americans' 
retirement savings from politics.
  Mr. STEIL. Mr. Speaker, I rise in support of this bill, which will 
protect retirement savings from political interference by activists and 
their proxy adviser allies.
  Mr. Speaker, I thank the chairman for including my legislation in 
this comprehensive package. My bill, the Protecting Americans' 
Retirement Savings from Politics Act, reins in proxy advisers and puts 
a stop to the political takeover of retirement investments.
  Names like ISS and Glass Lewis may not make the headlines every day, 
but these two firms constitute a powerful proxy adviser duopoly. They 
are fueling a movement to weaponize Americans' retirement funds to push 
their political agenda. This hurts workers, our economy, and the 
returns on Americans' hard-earned retirement savings.
  Under Chairman Gensler, the Biden SEC gutted safeguards that were 
meant to provide proxy advisers with accountability and transparency. 
The SEC has also given a green light to activists to inject politics 
into the boardroom by changing the rules and empowering unaccountable 
SEC staff. This has predictably led to a huge spike in politically 
motivated shareholder proposals.
  ISS and Glass Lewis control 97 percent of the proxy adviser market, 
advising virtually all professional investors. ISS offers companies 
consulting services to address the same activist proposals they make 
recommendations on, which is an obvious conflict of interest.
  My bill prevents this conflict and enforces the disclosure of other 
potential conflicts of interest.
  On top of that, the proxy adviser firms don't bear any costs or 
responsibility or accountability for their misguided recommendations. 
Some of these proposals clearly harm shareholders' value. In some 
cases, they have even directed companies to do things that are against 
the law.
  Hardworking Americans saving for retirement shouldn't bear these 
costs. Many, I think, would be shocked to learn that their investments 
aren't always being maximized to provide a secure retirement. Instead, 
they are being hijacked for political impact.
  Congress needs to rein that in and prevent that abuse. My bill 
addresses this in several key ways.
  First, it reforms the proxy process to reduce the number of 
duplicative, repetitive, and politically motivated shareholder 
proposals. Second, it establishes a registration process for proxy 
advisory firms, requiring them to disclose their conflicts of interest 
and methodologies, and restricting their ability to offer consulting 
services.
  It also reimposes liability on proxy advisers for getting things 
wrong. It ends robovoting, the process that autofills proxy advisers' 
recommendations. This practice can magnify proxy advisers' errors and 
biases.
  Third, the bill places requirements on institutional investors to 
ensure they are voting with Americans' best economic interests in mind. 
They can't just outsource judgment to conflicted proxy advisers. 
Retirement security is far too important.
  The Protecting Americans' Retirement Savings from Politics Act is an 
essential part of this comprehensive and commonsense legislation. We 
need to step up to empower investors, restore transparency and 
accountability, and enhance competition.
  Mr. Speaker, I urge my colleagues to support this legislation.
  Ms. WATERS. Mr. Chairman, I yield 3 minutes to the gentleman from 
California (Mr. Sherman), who is also the ranking member of the 
Subcommittee on Capital Markets.
  Mr. SHERMAN. Mr. Speaker, our capital markets and our capitalist 
system are the envy of the world.
  How does that system work? Investors decide how to allocate capital, 
not the government. Investors control the corporation through voting, 
not the corporate insiders, not the board, and not the executives.
  This bill is designed, with a Marxist tint in mind perhaps, to blind 
and cripple the capitalists of America, the shareholders, the 
investors.
  Let's say an investor agrees with Republicans on how to allocate 
their money. That is fine, but some investors may care about the 
environment, or they may just believe that investing in low carbon is 
more profitable and investing in resilient companies is more 
profitable.
  This bill blinds them. It says: You are just the investor, and the 
government has decided what criteria you are going to use, and we are 
going to blind you and not give you the information to make a decision 
based on carbon footprint. You don't decide. The government decides.
  There is more for the Marxists here in this room. Not only does this 
deprive capitalists of the right to allocate capital, but it 
specifically helps the Chinese Communist Party because American 
corporations are going to have to decide, in many cases, do they sell 
their artificial intelligence secrets to the highest bidder in 
Shanghai? If the corporation wants to, its shareholders now can come 
forward and say: No, we care about America. We are patriots. Do not 
sell.

  Under this bill, the shareholders cannot stop their company from 
selling AI to the Chinese Communist Party.
  There is a lot here, not only for Marxists in general, but for the 
Chinese Communist Party in particular. They achieve that by blinding 
investors, by not giving them information, and crippling investors' 
ability to control their corporations.
  It has obviously come to a low point here in Washington that you need 
a member of the Progressive Caucus to defend capitalism from the 
Republican Party, but I believe in a system in which investors have the 
information they want and get to vote on how the corporation behaves.
  Instead, we will see. Investors can only make decisions based on the 
information that the Republican Party is willing to let them have, and 
investors can't stop their corporations from selling out our technology 
knowing that the insiders, the corporate board and

[[Page H5490]]

the executives, might have a giant payday, a huge bonus, a huge run-up 
in money, and they might sell our artificial intelligence secrets to 
Beijing, and the investors are blocked by this bill.
  Marx would vote ``yes.'' I am voting ``no.''
  Mr. HUIZENGA. Mr. Speaker, I will note that, for some, the louder and 
longer they say something, they hope people will believe it.
  Mr. Speaker, I yield 2 minutes to the gentlewoman from Missouri (Mrs. 
Wagner), the chairwoman of the Subcommittee on Capital Markets.
  Mrs. WAGNER. Mr. Speaker, I thank the chairman and congratulate him 
on this compilation of 20 fantastic bills that were favorably reported 
out of Financial Services.
  Mr. Speaker, I rise today in support of this package, which includes 
a bill of mine, H.R. 4662, the Corporate Governance Examination Act.
  Too often, politically or socially motivated shareholders' proposals 
cause investors to shoulder increased and unnecessary costs. My 
legislation will examine whether the proposal process has become 
unnecessarily politicized and help ensure these proposals don't deter 
future investors or endanger current investors.
  This important legislation would require the SEC to conduct 
comprehensive studies on shareholders' proposals, proxy advisory firms, 
and proxy process.
  These studies will address key problems in politically and socially 
motivated proposals, such as financial incentives and obligations of 
involved parties, the impact on long-term retail investors, the 
influence of proxy advisory firms, and the costs incurred by companies 
in response to shareholders' proposals.
  These studies will provide data-driven insights to enhance 
shareholders' value and promote transparent corporate governance 
practices.
  I thank the Members who have bills in this package today for their 
incredible work toward upholding our capitalist society and urge my 
colleagues to support this package.
  Ms. WATERS. Mr. Speaker, I yield 2 minutes to the gentleman from 
Texas (Mr. Green), who is the ranking member of the Subcommittee on 
Oversight and Investigations.
  Mr. GREEN of Texas. Mr. Speaker, I thank the gentlewoman for 
yielding.
  Still I rise, and I rise today in strong opposition to this 
legislation. On the subject of climate change, acknowledging the 
dangers posed by climate change benefits corporate America, as climate 
change is a threat to our financial system, as well as the global 
economy.
  If insurance companies and their investors do not account for climate 
risk, they will either have to go bankrupt or exit certain markets, 
exacerbating the recent trend wherein some of the largest insurance 
companies are choosing to withdraw coverage from certain States.
  Further, a 2023 study conducted by asset manager Nuveen found that 
more than 73 percent of U.S. investors said they were more likely to 
invest in a company that communicates its plans for effectively 
managing ESG-related risk.
  Now on the question of diversity. When it comes to diversity, 
diversity is a benefit, not a detriment. Diversity benefits corporate 
shareholders by improving a company's performance.
  A 2023 McKinsey report found that companies in the top 25 percent for 
both gender and ethnic diversity in their executive teams are, on 
average, 9 percent more likely to outperform their peers.
  On the other hand, McKinsey found that companies in the bottom 25 
percent for both gender and ethnic diversity are 66 percent less likely 
to outperform their peers.
  In truth, this isn't about minorities and women not being qualified. 
In truth, it is about the fact that they are minorities and women in a 
society that has historically discriminated against them. Minorities 
and women are good for business.

  Mr. HUIZENGA. Mr. Speaker, I note that this bill is absolutely 
neutral on climate change and doesn't even reference it.
  Mr. Speaker, I yield 2 minutes to the gentleman from Kentucky (Mr. 
Barr), who is the chairman of the Subcommittee on Financial 
Institutions and Monetary Policy.
  Mr. BARR. Mr. Speaker, I rise in support of the Prioritizing Economic 
Growth Over Woke Policies Act, sponsored by the gentleman from Michigan 
(Mr. Huizenga), my good friend.
  This important act includes two of my bills, the Protecting Retail 
Investors' Savings Act and the Banking Regulator International 
Reporting Act, to protect capitalism from the politicization of capital 
allocation and to curtail the Biden-Harris regulators' efforts to 
circumvent Congress and use regulation to force leftist climate 
policies down the throats of the American people.
  In recent years, we have witnessed an alarming rise in asset managers 
favoring green and politically favored investments that deliver lower 
returns.
  According to data from Morningstar last year, sustainable U.S. equity 
funds underperformed the broader S&P 500 Index by 5 percentage points. 
In 2022, the average sustainable ESG fund was down 19\1/2\ percent.
  This stands to reason because ESG funds are, by design, less 
diversified. Studies show that fees for ESG funds average as much as 43 
percent higher than non-ESG funds, further eroding investor returns. 
Too often, retail investors unwittingly sacrificed financial returns to 
advance the ESG movement.
  It is time to stand up for American investors against the fraud of 
ESG. My bill would require investment advisers to prioritize financial 
performance over these nonpecuniary and political factors.
  Additionally, the Federal banking agencies, in coordination with the 
Biden-Harris administration, are working with global governance bodies 
outside of our country and climate activists to put climate policies 
into supervision of U.S. financial institutions under the guise of 
concerns about safety, soundness, and stability.
  When Congress questions their motives and actions, they claim they 
are just abiding by international standards in secret board meetings 
abroad. Congress and the American people deserve transparency and 
robust information on these meetings between U.S. regulators and 
foreign global governance groups, some of which include officials from 
our adversaries.
  The SPEAKER pro tempore. The time of the gentleman has expired.
  Mr. HUIZENGA. Mr. Speaker, I yield an additional 30 seconds to the 
gentleman from Kentucky.
  Mr. BARR. Mr. Speaker, regulators' independence is being severely 
threatened, as they are being politicized to achieve the dreams of the 
Green New Deal. For the safety of our economy and for the retirement 
security of our constituents, we must pass this legislation to end the 
politicization of capital allocation, not to harm capitalism, but to 
depoliticize capitalism, to take the government out of capitalism.
  Mr. Speaker, that is why I urge my colleagues to support the passage 
of this legislation.

                              {time}  1415

  Ms. WATERS. Mr. Speaker, I yield 1 minute to the gentlewoman from 
Ohio (Mrs. Beatty), who is also the ranking member of the Subcommittee 
on National Security, Illicit Finance, and International Financial 
Institutions.
  Mrs. BEATTY. Mr. Speaker, I rise today in strong opposition to H.R. 
4790, a package of partisan, harmful financial services bills that 
would harm American investors and consumers.
  Study after study has proven that diversity and racial equity in the 
workplace significantly improve company performance, leading to greater 
profits and enhanced levels of innovation. Failing to address these 
issues at a firm directly affects stock value and investment risk.
  Therefore, investors should unquestionably have this data about the 
companies they are investing in. Shareholders ought to have a 
meaningful opportunity to bring these issues to the attention of 
management through the shareholder proposal and proxy statement 
process.
  The bottom line is, diversity matters, diversity disclosures matter, 
and investors have the right to access the information they need to 
make informed investment decisions based on their own judgment of which 
factors indicate long-term value.
  The SPEAKER pro tempore. The time of the gentlewoman has expired.
  Ms. WATERS. Mr. Speaker, I yield an additional 30 seconds to the 
gentlewoman from Ohio.

[[Page H5491]]

  

  Mrs. BEATTY. Mr. Speaker, dismissing certain disclosures as 
nonmaterial or irrelevant takes that decision out of the hands of the 
investor and impedes the asset managers' ability to mitigate risks to 
clients.
  Lastly, instead of empowering investors and consumers, this majority 
has prioritized dismantling diversity and inclusion programs and a 
full-scale war on environmental, social, and governance policies that 
investors themselves are demanding.
  Mr. Speaker, I implore my colleagues to oppose this bill.
  Mr. HUIZENGA. Mr. Speaker, I yield 1 minute to the gentleman from 
Wisconsin (Mr. Fitzgerald), who has been putting a lot of effort into 
this.
  Mr. FITZGERALD. Mr. Speaker, I rise today in support of H.R. 4790.
  This bill is an important step toward ensuring the information 
required to be disclosed to the Securities and Exchange Commission by 
issuers be material to voting or investment decisions. It also contains 
several other measures to push back on activist ESG shareholder 
proposals.
  While shareholder engagement remains an important aspect of corporate 
governance, the consideration of shareholder proposals that deviate 
from the company's strategic direction or long-term goals has 
transformed boardrooms into partisan platforms.
  Although the number of shareholder proposals is increasing, support 
is declining across the board. A 2009 study noted that costs directly 
incurred by companies due to such proposals were estimated to be about 
$87,000 per proposal, totaling $90 million annually.
  The Performance over Politics Act, which is included in this package, 
would allow issuers to defer the resubmission of shareholder proposals 
for 3 years if those proposals are similar in nature.
  These thresholds would respect the decisions of the majority of 
shareholders.
  Ms. WATERS. Mr. Speaker, I yield 2 minutes to the gentleman from 
Illinois (Mr. Casten), who is a member of the Financial Services 
Committee and the co-chair of the Congressional Sustainable Investment 
Caucus.
  Mr. CASTEN. Mr. Speaker, I rise today as a former CEO who would have 
personally benefited from this legislation. I rise in strong, dare I 
say, vehement, opposition to this legislation.
  Let me be very clear. The job of a CEO, especially in capital-
intensive businesses like the one I used to run, is to be a prudent and 
responsible steward of other people's capital.
  I should also be candid and say that sometimes investors can be a 
pain in the butt. When you are the CEO, you are managing their money. 
They may call you, and they may ask questions about wanting to dig into 
the details of your hiring policies. They may want to dig into the 
details of your internal governance policies. They may want to 
understand the degree to which your company is hedged out against 
future risks, ESG or otherwise.
  It is very tempting in those moments, from my personal experience as 
a CEO, to say: ``You all don't understand this business as well as I 
do. I am so much smarter than you. I am going to ignore your questions 
because they are not material,'' and hang up the phone.
  That is a great way to become an ex-CEO, which is exactly as it 
should be. When you tell them that they don't understand what I know 
about my company, they are inclined to correct you and say: ``No. It is 
not your company. It is my company.''
  My Republican colleagues are doing exactly that with this bill. They 
are telling investors and shareholders that they do not have a right to 
decide what is material in their interest in these companies. Maybe 
that is an individual investor. Maybe that is a pension fund. They are 
saying that they don't matter.
  Mr. Speaker, let me tell you, our Nation's CEOs thank my Republican 
colleagues for their service, for looking out for them.
  Now, we will always have a few lousy, self-interested CEOs who would 
like to fleece their investors, who would like to hide their 
liabilities, who would like to tell you to shut up and pound sand 
because you don't understand their business.
  It is sad to me to see the Republican Party choose to associate with 
them and say we have their backs. I am proud to stand with our Nation's 
good CEOs and, more importantly, with all of our Nation's investors in 
strong opposition to this antimarket, antigrowth legislation.
  Mr. HUIZENGA. Mr. Speaker, I yield 2 minutes to the gentleman from 
Iowa (Mr. Nunn), who is a member of our Financial Services Committee.

  Mr. NUNN of Iowa. Mr. Speaker, I rise in support of H.R. 4790, and I 
thank our chairman, the gentleman from Michigan (Mr. Huizenga), for 
leading this very important bill.
  The rising cost of living and inflation are making it hard for 
everyone, particularly those in ag States like Iowa. Over half of 
Iowans rely on some type of retirement account just to plan for their 
future--their kids' future, their future retirement, their ability to 
buy a first-time home.
  However, some investment managers are now letting politics guide 
their decisions, not free market principles. They are working not to 
improve returns for their investors, retirees, or every American, but 
working in a way to align their politics before actual market-based 
principles.
  That is why I believe we must pass this bill, which includes my 
Protecting Americans' Savings Act, and eliminate these tragic conflicts 
of interest. We cannot allow unelected bureaucrats, administrators, or 
political activists to gamble with Americans' hard-earned and well-
invested future. The retirement savings that are being led here ensure 
that our companies do what is best for all Americans, including my 
constituents back home in Iowa, not the political motivations of a few.
  Mr. Speaker, I urge passage of this legislation. I thank Mr. Huizenga 
for his strong leadership and work in making sure that this can come to 
the floor and pass.
  Ms. WATERS. Mr. Speaker, I yield 1 minute to the gentlewoman from 
Texas (Ms. Garcia), who is also the vice ranking member of the 
Committee on Financial Services.
  Ms. GARCIA of Texas. Mr. Speaker, this bill is just another extreme 
MAGA political stunt to undermine the safety and soundness of our banks 
and financial system.
  Rather than focus on economic growth, it pushes extremist policies, 
stripping away critical environmental, social, and governance 
initiatives and disclosures.
  Let's be clear: Climate risk is financial risk, and diversity is good 
business.
  Just look at a recent McKinsey report: Top companies grow more when 
they consider climate risk and embrace diversity and inclusion than 
when they only look at the bottom line.
  Let's make this simple. Why do Republicans want to take power away 
from shareholders? Why are they doing away with decades of progress in 
corporate transparency? Why do they want less information?
  This is not an effort to secure economic growth for our Nation. It is 
an effort to deny reality, something that extreme Republicans are 
experts at.
  The SPEAKER pro tempore (Mr. Norman). The time of the gentlewoman has 
expired.
  Ms. WATERS. Mr. Speaker, I yield an additional 30 seconds to the 
gentlewoman from Texas.
  Ms. GARCIA of Texas. Mr. Speaker, I, too, ask: Is this America?
  Mr. HUIZENGA. Mr. Speaker, I yield 1\1/2\ minutes to the gentleman 
from Pennsylvania (Mr. Meuser), my good friend and a member of the 
Financial Services Committee.
  Mr. MEUSER. Mr. Speaker, I thank my good friend, the chairman of the 
subcommittee and a great leader in Financial Services, for yielding.
  Mr. Speaker, I rise today in support of H.R. 4790, the Prioritizing 
Economic Growth Over Woke Policies, as introduced by Mr. Huizenga.
  This bill, Mr. Speaker, limits the disclosures that securities 
issuers must provide to the SEC, ensuring they only report information 
that is material to investors' decisionmaking.
  H.R. 4790 also includes my bill, H.R. 4653, the Protecting U.S. 
Business Sovereignty Act.
  My legislation defends American businesses from the overreach of 
foreign regulations like the EU's Corporate Sustainability Due 
Diligence Directive, which threatens U.S. businesses by imposing costly 
compliance

[[Page H5492]]

burdens on U.S. businesses for participating even in a minor way in the 
EU.
  Republicans are not against ESG, Mr. Speaker, as an investment 
choice. If individual investors want to prioritize environmental, 
social, or governance factors, that is their freedom. What we oppose is 
when these ideological views are mandated, when investors are forced to 
comply with burdensome regulations that prioritize political ideology 
over profitability, prioritize ideology over outcomes, which harms the 
economy and undermines the freedom to invest one's own wealth.
  Mr. Speaker, I urge my colleagues to support this legislation. Let's 
choose economic growth and the freedom of choice for American 
investors.
  Ms. WATERS. Mr. Speaker, I yield 1 minute to the gentlewoman from 
Michigan (Ms. Tlaib), who is also the vice ranking member of the 
Subcommittee on Housing and Insurance.
  Ms. TLAIB. Mr. Speaker, the so-called ESG debate is a fabricated 
political issue funded by corporate interests that are trying to 
protect their short-term profits at the expense of our workers, our 
retirees, and our communities.
  The stakes are real, and hardworking families' retirement security is 
on the line.
  Just look at the impacts at the State level, Mr. Speaker. Indiana's 
budget office, for example, has estimated that forcing their State 
pension system to divest from firms or funds that use ESG factors could 
reduce returns by $6.7 billion.
  Public funding is also at stake. Let's look at Texas. It passed anti-
ESG legislation at the State level, disrupting the municipal bond 
market. Public borrowing costs have now increased by roughly $400 
million in Texas.
  Anti-ESG efforts shield companies from accountability, put families' 
retirement savings at risk, and cost the public money.
  All this is for corporate profits. Pensioners and retirees deserve 
better.
  The SPEAKER pro tempore. The time of the gentlewoman has expired.
  Ms. WATERS. Mr. Speaker, I yield an additional 30 seconds to the 
gentlewoman from Michigan.
  Ms. TLAIB. Mr. Speaker, I want everyone to admit that this is all for 
corporate profits and that the American people deserve better.
  These are retirees who worked incredibly hard, and we have to do 
everything we can to protect their investments. They deserve better. 
They deserve the transparency that these factors produce.
  Mr. HUIZENGA. Mr. Speaker, I simply note that if this was about 
protecting investors and maximizing their profit, we wouldn't force 
them to go into a lower return product like my colleagues are trying to 
do.
  Mr. Speaker, I yield 2 minutes to the gentleman from Tennessee (Mr. 
Rose), my friend and colleague, a member of the Financial Services 
Committee.
  Mr. ROSE. Mr. Speaker, I thank the chairman, my friend from Michigan, 
for yielding me time to speak in support of this legislative package 
that includes my bill, H.R. 4657.
  Mr. Speaker, under the Biden-Harris administration, economic growth 
has been sacrificed to pursue a woke agenda detrimental to Tennesseans. 
This is one of the many reasons I rise in support of my Michigan 
colleague's legislation, H.R. 4790.
  The Tennesseans I represent can be assured that I will continue to 
prioritize working families over the woke socialist agenda known as ESG 
that far-left progressives are inserting into retirement accounts.

                              {time}  1430

  My bill that is included in this package, would protect retail 
investors and retirement savings from leftwing, activist shareholders 
and socially directed investment funds from abusing the shareholder 
process to advance their progressive political agendas.
  Activist investors that force companies to take social positions on 
issues like abortion and climate change shouldn't be making business 
decisions.
  My bill would offer companies respite from these harmful and 
extremist shareholder proposals, which is why my bill is referred to as 
the RESPITE Act in the Senate.
  Tennesseans know firsthand how woke priorities don't align with our 
values or our financial interests. That is why we stood up to Tractor 
Supply Company and forced them to care about people again and not 
politics.
  When the Securities and Exchange Commission came after our farmers to 
collect ESG-related information, the Tennessee Attorney General's 
office sued the SEC to remind them that they were overstepping by 
engaging in environmental policy.
  Tennessee is proud to lead the charge against the woke agenda 
championed by the Biden-Harris administration.
  That is why, Mr. Speaker, I urge Members to join me in voting ``yes'' 
on H.R. 4790, so that we can turn the focus back on promoting economic 
growth and not social wokeness.
  Ms. WATERS. Mr. Speaker, I yield 1 minute to the gentleman from 
Illinois (Mr. Casten), a member of the Financial Services Committee and 
the co-chair of the Congressional Sustainable Investment Caucus.
  Mr. CASTEN. Mr. Speaker, again, I oppose H.R. 4790 because it impedes 
shareholders' engagement with the companies they own, limits visibility 
into corporate decisionmaking, and ultimately weakens the foundation of 
America's strong free market.
  For this reason, at the appropriate time, I will offer a motion to 
recommit this bill back to committee. If the House rules had permitted, 
I would have offered this motion with an important amendment to this 
bill.
  My amendment would require companies to disclose when they abandon 
commitments to diversity, equity and inclusion, or DEI.
  DEI initiatives at companies lead to more innovative and productive 
organizational cultures. Establishing a diverse workforce helps 
companies attract and retain top talent and ultimately drives better 
business outcomes.
  I ask unanimous consent to include in the Record the text of this 
amendment immediately prior to the vote on the motion to recommit.
  The SPEAKER pro tempore. Is there objection to the request of the 
gentleman from Illinois?
  There was no objection.
  Mr. CASTEN: I hope that my colleagues will join me in voting for the 
motion to recommit.
  Mr. HUIZENGA. Mr. Speaker, I yield 1 minute to the gentleman from 
Nebraska (Mr. Flood).
  Mr. FLOOD. Mr. Speaker, I support Mr. Huizenga's bill, H.R. 4790, the 
Prioritizing Economic Growth Over Woke Policies Act, and I thank him 
and Chairman McHenry for their leadership on this issue.
  In particular, I highlight my bill within this larger package. It is 
called the Stop Executive Capture of Banking Regulators Act.
  This bill applies a requirement to the Federal Reserve, the OCC, the 
FDIC, the NCUA, and the FHFA to report to Congress when they plan to 
implement a nonbinding recommendation from an executive order, or FSOC.
  All the regulators I just listed are independent. Independent 
regulators are supposed to act according to their respective expertise. 
They shouldn't just adopt recommendations from the President or 
Treasury without their own due diligence.
  This bill says that if they do choose to implement a nonbinding 
directive from the executive branch, they should tell Congress and the 
American people what they are planning to do and why. That is a 
commonsense requirement, and, frankly, this shouldn't be a partisan 
issue.
  Mr. HUIZENGA. Mr. Speaker, may I inquire as to how much time is 
remaining.
  The SPEAKER pro tempore. The gentleman from Michigan has 4 minutes 
remaining. The gentlewoman from California has 6 minutes remaining.
  Mr. HUIZENGA. Mr. Speaker, I reserve the balance of my time.
  Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
  Mr. Speaker, let me be clear. We all want our investments to grow. 
Investors want to be able to compare ESG metrics across companies 
because there is substantial research showing that companies that are 
actively managing their climate risk and promoting diversity, equity, 
and inclusion are more profitable, not less.

  Consistent and transparent disclosure on these metrics are critical 
for investors who are looking to maximize their investment growth, not 
just for

[[Page H5493]]

investors who are looking to put their money toward good causes.
  This is not just about doing the right thing for the Earth or for 
employees. It is about doing the right thing for a company's bottom 
line, the right thing for the growth of our investments, and the right 
thing for investor choice.
  My colleague has claimed that nothing in this bill would prevent an 
individual from investing in companies with ESG policies, but let's 
take a look at the facts.
  This bill would make it harder for investors to access clear and 
consistent disclosures from companies on ESG metrics.
  How can an investor make informed decisions without that information? 
They cannot, and that is why this bill is so harmful.
  It is taking away investor rights and investor choice in order to 
force MAGA policies on all of us at the expense of investors. It is 
unacceptable.
  Mr. Speaker, I reserve the balance of my time.
  Mr. HUIZENGA. Mr. Speaker, I am prepared to close.
  Meanwhile, I again reiterate that the law requires any material 
information, including climate information, must be disclosed 
currently, if it is material.
  I will continue to reserve the balance of my time until the 
gentlewoman is prepared to close.
  Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
  Mr. Speaker, this bill has been opposed by the Biden-Harris 
administration. In fact, this Statement of Administration Policy states 
that this bill ``would severely limit the ability of Federal financial 
regulators to protect consumers and investors.''
  It also ``would disempower stakeholders and investors. . . .''
  I include the Statement of Administration Policy in the Record.

                   Statement of Administration Policy


     h.r. 4790--prioritizing economic growth over woke policies act

       The Administration opposes H.R. 4790, which would severely 
     limit the ability of Federal financial regulators to protect 
     consumers and investors.
       Since 1934, the Securities and Exchange Commission (SEC) 
     has worked to protect investors, safeguard markets, and 
     enhance access to capital. Central to these efforts are the 
     SEC's disclosure rules, which require companies that offer 
     securities to the public to provide investors the information 
     they need to make informed decisions. The changes proposed in 
     H.R. 4790 would fundamentally limit the SEC's ability to 
     fulfill its mission by prohibiting the agency from requiring 
     companies to provide certain disclosures of information 
     material to investment decisions, and instead allowing the 
     regulated companies themselves the discretion to determine 
     what must be disclosed.
       The SEC also exists to ensure that companies are responsive 
     to shareholder and investor concerns. However, H.R. 4790 
     would disempower stakeholders and investors, including by 
     preventing the SEC from compelling companies to notify 
     investors of other shareholders' proposals and by limiting 
     the types of proposals that shareholders can introduce.
       Finally, the bill also limits some independent agencies, 
     including the Federal Reserve, from working to influence 
     standards proposed by specified international organizations 
     that work to improve the financial system, curtailing the 
     Nation's ability to coordinate with international 
     counterparts in the face of threats to the global economy.
  Ms. WATERS. Mr. Speaker, I also point out that this bill is opposed 
by over 40 organizations and investor advocates. I include in the 
Record the letter these groups signed indicating their opposition to 
H.R. 4790.
                                               September 17, 2024.
     Re Opposition to anti-ESG bills that threaten workers' 
         retirement security and our financial system, and weaken 
         tools of corporate accountability.

     Hon. Mike Johnson,
     House of Representatives, Washington, DC.
     Hon. Hakeem Jeffries,
     Minority Leader, House of Representatives, Washington, DC.
       Dear Speaker Johnson and Minority Leader Jeffries: 
     Americans for Financial Reform (AFR) and the 39 undersigned 
     organizations write in opposition to Prioritizing Economic 
     Growth Over Woke Policies Act (H.R. 4790) and the Protecting 
     Americans' Investments from Woke Policies Act (H.R. 5339), 
     which are packages of several bills that are part of a 
     broader, unpopular campaign against common sense investment 
     practices. This campaign seeks to both force financial actors 
     to ignore a slew of financial risks to the detriment of 
     workers' retirement security and the integrity of our 
     financial system, and weaken tools of corporate 
     accountability. The bills at issue were marked up by the 
     House Financial Services Committee (HFSC) and the House 
     Committee on Education and the Workforce. If passed, they 
     would represent a giveaway to corporations at the expense of 
     workers, investors, and the public.
       The bills marked up by HFSC in July of last year were the 
     culmination of what the committee's majority publicly 
     characterized as ``ESG month''--a series of six hearings and 
     a markup designed to discourage financial actors from taking 
     into account environmental, social, and governance (ESG) 
     factors in their investment decision-making and undermine 
     corporate accountability. The bills can be categorized based 
     on the effects they would have: (1) undermine regulations 
     that would equip investors with more information to make 
     better investment decisions (H.R. 4790); (2) insulate the 
     management of public companies from investor input and 
     accountability, including by eliminating fundamental investor 
     rights to file shareholder proposals (H.R. 4767 and H.R. 
     4655); and (3) hamstring the ability of federal banking 
     regulators to respond effectively to micro- and macro-
     prudential risks to the financial system (H.R. 4823). For a 
     more detailed discussion of these bills, see AFR's letter of 
     opposition submitted ahead of the markup.
       The bills marked up by the House Committee on Education and 
     the Workforce in September would amend the Employee 
     Retirement Income Security Act (ERISA) with the effect of 
     undermining workers' retirement security. Two of the bills--
     H.R. 5339 and H.R. 5337--have a longer history, mirroring two 
     Trump-era Department of Labor (DOL) rules. Those rules were 
     widely criticized and have since been rescinded because they 
     produced significant confusion about what fiduciaries are 
     allowed to consider when making investment decisions, and had 
     a chilling effect on the consideration of financially 
     relevant information--thereby putting workers' retirement 
     security at risk. The other two bills would also harm workers 
     saving for retirement, H.R. 5338 by interfering with efforts 
     to increase diversity among asset managers managing workers' 
     savings and H.R. 5340 by mandating confusing and misleading 
     information be sent to investors. For a more detailed 
     discussion of these bills, see AFR's letter of opposition 
     submitted ahead of the markup.
       Congress should not lend support to an effort that would 
     harm the public interest and has triggered fierce and 
     effective opposition from a broad coalition of diverse 
     stakeholders. For example, state-level anti-ESG legislation--
     which included 161 pieces of legislation introduced in 28 
     states this year--faced significant pushback from public 
     pension beneficiaries, retirement system officials, bank and 
     local business associations, and unions. As a result, the 
     vast majority of the bills were defeated. A strong coalition 
     has also opposed past anti-ESG congressional actions.
       Voters overwhelmingly oppose measures like these. Although 
     the anti-ESG campaign is well-funded, polling decidedly shows 
     a strong majority of voters do not support its goals. For 
     example, 63% of voters do not believe the government should 
     set limits on corporate ESG investments. And when it comes to 
     how companies should operate in our society, ``most voters 
     (76%) feel companies play a vital role in society and should 
     be held accountable to make a positive impact on the 
     communities in which they operate.'' This includes both the 
     majority of Republicans (69%) and the majority of Democrats 
     (82%), reflecting strong bipartisan support. Additionally, a 
     recent poll by Public Citizen found that voters oppose 
     Congress passing legislation to limit the type of information 
     about a corporation's business record that is disclosed to 
     pension and retirement fund managers, investors, and the 
     public, and that voters would reward an elected official who 
     favors requiring corporations to disclose environmental, 
     social, and governance information about their business 
     dealings to investors and the public.
       For all the reasons stated above, the undersigned 
     organizations urge you to oppose these anti-ESG bills. Thank 
     you for your consideration of our perspective. Please do not 
     hesitate to contact Natalia Renta if have any questions.
           Sincerely,
       Americans for Financial Reform; 17 Communications; 350.org; 
     Adrian Dominican Sisters, Portfolio Advisory Board; AFL-CIO; 
     Alabama Interfaith Power & Light; American Federation of 
     State, County and Municipal Employees (AFSCME); American 
     Federation of Teachers; Center for Popular Democracy; 
     ClientEarth USA; Communications Workers of America; 
     Congregation of St. Joseph; Daughters of Charity, Province of 
     St. Louise.
       Environmental Defense Fund; For the Long Term; Global 
     Reporting Initiative (GRI); Green America; Interfaith Center 
     on Corporate Responsibility; International Brotherhood of 
     Teamsters, Invest Vegan; League of Conservation Voters; 
     Majority Action; Mercy Investment Services, Inc.; National 
     Education Association; National Women's Law Center; NETWORK 
     Lobby for Catholic Social Justice; Oxfam America.
       Private Equity Stakeholder Project; Public Citizen; RFK 
     Human Rights; Rhia Ventures; Rise Economy (formerly 
     California Reinvestment Coalition); Sierra Club; SOC 
     Investment Group; Stance Capital; Strong Economy For All 
     Coalition; Take on Wall Street; The People's Justice Council; 
     Tulipshare, Sustainable Investment Fund; Unlocking America's 
     Future.

  Ms. WATERS. Mr. Speaker, I reserve the balance of my time.

[[Page H5494]]

  

  Mr. HUIZENGA. Mr. Speaker, I continue to reserve the balance of my 
time until the gentlewoman is prepared to close.
  Ms. WATERS. Mr. Speaker, I yield myself the balance of my time.
  Mr. Speaker, we have talked a lot during this debate about investors, 
and I want to be clear that when I say ``investor,'' I am talking about 
people saving for retirement, their children's education, and to 
purchase a home. I am talking about Americans who have saved a few 
dollars in a mutual fund or purchased a few stocks.
  These are the investors, and it is their rights that this bill 
tramples on. It tramples on their right to vote on and to offer 
proposals to strengthen companies they own, their right to information 
to evaluate their investment, and it undermines the regulator who works 
to protect investor rights.
  This is taking us back. This is undoing the traditional investor 
rights that we have enjoyed for so long that are now being stripped 
while there is an attempt to undo what we are trying to do with climate 
change.
  Well, I know that they don't believe in the science and what is 
happening with climate change, but this is going way beyond what I 
thought any of my colleagues on the opposite side of the aisle would 
do.
  I understand that large public corporations want this bill because it 
would allow them to take investors' money but ignore them in every 
respect.
  Shareholders are the legal owners of these companies, not the 
executives. Mr. Speaker, I think the executives simply forgot who they 
work for.
  The shareholders are the ones who invest their hard-earned dollars in 
the company and deserve the right to participate in this small way.
  This bill is a blatant denial of climate change and insulting to 
communities all across this country that have been burned by historical 
wildfires, flattened by monster hurricanes, and parched by record heat 
waves and droughts.
  This bill is an attempt to make us see our neighbor as a threat 
rather than as a friend. It suggests wanting companies to reflect the 
diversity of America is itself un-American.
  I know that there are those who don't like to see people like me in 
the boardrooms, who don't like to see people of color in the 
boardrooms, who don't like to see LGBT in the boardrooms.
  We are not going back, Mr. Speaker. We are going to continue to fight 
this fight, and we are going to fight for the investors.
  With that type of thinking, it leads the politicians to share 
fearmongering lies, like people eating pets rather than seeing that our 
diversity of people, ideas, backgrounds, and religions is our greatest 
strength and what sets America apart from the rest of the world.
  Mr. Speaker, I yield back the balance of my time.
  Mr. HUIZENGA. Mr. Speaker, I yield myself the balance of my time.
  Mr. Speaker, I thank all of my colleagues, the Members who spoke here 
today, as well as the 20 Members who included their bills in this 
particular package.
  We have heard a lot of rhetoric. We have heard a lot of hyperbole. We 
have heard a lot of fearmongering, charged rhetoric, and, frankly, even 
some falsehoods today from my colleagues across the aisle.
  I want to be clear, Mr. Speaker, that again, the law requires any 
material information, including climate, and all these other things 
that have been discussed today, must be disclosed to investors, if it 
is material.
  Now, in 1976, the great Thurgood Marshall established standards of 
materiality in the TSC v. Northway case.
  Thurgood Marshall realized, as did the rest of the Supreme Court, 
that having just arbitrary and capricious and sort of willy-nilly rules 
surrounding what should or shouldn't be disclosed and what should and 
shouldn't be informative to the reasonable investor--his words and 
their words--to the reasonable investor, they needed to put guardrails 
around that. In 1976, Thurgood Marshall did that.
  This administration, after nearly 50 years, and their puppets in the 
supposedly independent agencies have turned that concept on its head.
  We see this time and time again because they cannot do this through 
the legislative process. They are turning to those regulators who are 
abusing their situations.
  Here are the facts. Unelected bureaucrats have hijacked and 
overhauled the public company shareholder proxy process.
  Here are the facts. They have adopted rules and guidance that exceeds 
their statutory authority, and by the way, those same courts have been 
putting them back in their place.
  Here are the facts. They have redefined the materiality standard. 
They have ceded authority over American financial regulation to global 
governance bodies.
  Why would we do this? Why would we do this when the U.S. capital 
markets are the envy of the world? Capital comes to the United States 
because of our strength. Yet, they want to undermine and weaken it.
  In response, our bill, H.R. 4790, the Prioritizing Economic Growth 
Over Woke Policies Act, will prevent regulatory overreach.
  It will restore the materiality standard. It will restore the SEC's 
proxy voting process. It will hold large proxy advisory firms 
accountable.
  It will block regulators from injecting ESG and other initiatives 
into our financial system. It will reassert sovereignty over American 
financial regulation to American regulators, not international bodies. 
Again, Mr. Speaker, the law requires any material information be 
included to the reasonable investor.
  Let's seize this opportunity to protect workers, to create jobs, to 
protect those job creators and everyday investors from radical ESG 
initiatives that put leftwing political goals above American 
prosperity.
  Let's ensure our financial system remains the envy of the world, Mr. 
Speaker. Let's vote ``yes''.
  Mr. Speaker, I yield back the balance of my time.
  The SPEAKER pro tempore. All time for debate has expired.
  Pursuant to House Resolution 1455, the previous question is ordered 
on the bill, as amended.
  The question is on the engrossment and third reading of the bill.
  The bill was ordered to be engrossed and read a third time, and was 
read the third time.


                           Motion to Recommit

  Mr. CASTEN. Mr. Speaker, I have a motion to recommit at the desk.
  The SPEAKER pro tempore. The Clerk will report the motion to 
recommit.
  The Clerk read as follows:

       Mr. Casten of Illinois moves to recommit the bill H.R. 4790 
     to the Committee on Financial Services.

  The material previously referred to by Mr. Casten is as follows:

       Mr. Casten moves to recommit the bill H.R. 4790 to the 
     Committee on Financial Services with instructions to report 
     the same back to the House forthwith, with the following 
     amendment:

       Add at the end the following:

                        DIVISION E--DISCLOSURES

     SEC. 5001. PUBLIC COMPANY DISCLOSURES WHEN ELIMINATING 
                   EMPLOYEES AND OFFICES THAT PROMOTE DIVERSITY, 
                   EQUITY, AND INCLUSION.

       (a) In General.--Section 13 of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78m) is amended by adding at the end the 
     following:
       ``(t) Elimination of Employees and Offices That Promote 
     Diversity, Equity, and Inclusion.--Each issuer required to 
     make quarterly reports under this section shall include in 
     such report whether the issuer, during the reporting period, 
     eliminated any employees or offices tasked with enhancing the 
     issuer's commitment to promoting diversity, equity, and 
     inclusion within the workforce and business practices of the 
     issuer.''.
       (b) Initial Report.--Each issuer required to make reports 
     under section 13 of the Securities Exchange Act of 1934 shall 
     file a Form 8-K with the Securities and Exchange Commission 
     stating whether the issuer has eliminated any employees or 
     offices tasked with enhancing the issuer's commitment to 
     promoting diversity, equity, and inclusion within the 
     workforce and business practices of the issuer.

  The SPEAKER pro tempore. Pursuant to clause 2(b) of rule XIX, the 
previous question is ordered on the motion to recommit.
  The question is on the motion to recommit.
  The question was taken; and the Speaker pro tempore announced that 
the ayes appeared to have it.
  Mr. HUIZENGA. 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 question will be postponed.

[[Page H5495]]

  

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