[Congressional Record (Bound Edition), Volume 158 (2012), Part 3]
[House]
[Pages 3039-3071]
[From the U.S. Government Publishing Office, www.gpo.gov]




                  JUMPSTART OUR BUSINESS STARTUPS ACT

  The SPEAKER pro tempore. The unfinished business is the vote on 
ordering the previous question on the resolution (H. Res. 572) 
providing for consideration of the bill (H.R. 3606) to increase 
American job creation and economic growth by improving access to the 
public capital markets for emerging growth companies, on which the yeas 
and nays were ordered.
  The Clerk read the title of the resolution.
  The SPEAKER pro tempore. The question is on ordering the previous 
question.
  This is a 5-minute vote.
  The vote was taken by electronic device, and there were--yeas 244, 
nays 177, not voting 11, as follows:

                             [Roll No. 101]

                               YEAS--244

     Adams
     Aderholt
     Akin
     Alexander
     Amash
     Amodei
     Austria
     Bachmann
     Bachus
     Barletta
     Bartlett
     Barton (TX)
     Bass (NH)
     Benishek
     Berg
     Biggert
     Bilbray
     Bilirakis
     Bishop (UT)
     Black
     Blackburn
     Bonner
     Bono Mack
     Boren
     Boustany
     Brady (TX)
     Brooks
     Broun (GA)
     Buchanan
     Bucshon
     Buerkle
     Burgess
     Burton (IN)
     Calvert
     Camp
     Campbell
     Canseco
     Cantor
     Capito
     Carter
     Cassidy
     Chabot
     Chaffetz
     Coble
     Coffman (CO)
     Cole
     Conaway
     Costa
     Cravaack
     Crawford
     Crenshaw
     Cuellar
     Culberson
     Denham
     Dent
     DesJarlais
     Diaz-Balart
     Dold
     Dreier
     Duffy
     Duncan (SC)
     Duncan (TN)
     Ellmers
     Emerson
     Farenthold
     Fincher
     Fitzpatrick
     Flake
     Fleischmann
     Fleming
     Flores
     Forbes
     Fortenberry
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Gardner
     Garrett
     Gerlach
     Gibbs
     Gibson
     Gingrey (GA)
     Gohmert
     Goodlatte
     Gosar
     Gowdy
     Granger
     Graves (GA)
     Graves (MO)
     Green, Gene
     Griffin (AR)
     Griffith (VA)
     Grimm
     Guinta
     Guthrie
     Hall
     Hanna
     Harper
     Harris
     Hartzler
     Hastings (WA)
     Hayworth
     Heck
     Hensarling
     Herger
     Herrera Beutler
     Hochul
     Huelskamp
     Huizenga (MI)
     Hultgren
     Hunter
     Issa
     Jenkins
     Johnson (IL)
     Johnson (OH)
     Johnson, Sam
     Jordan
     Kelly
     Kind
     King (IA)
     King (NY)
     Kingston
     Kinzinger (IL)
     Kline
     Lamborn
     Lance
     Landry
     Lankford
     Latham
     LaTourette
     Latta
     Lewis (CA)
     LoBiondo
     Long
     Lucas
     Luetkemeyer
     Lummis
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     Marino
     Matheson
     McCarthy (CA)
     McCaul
     McClintock
     McCotter
     McHenry
     McKeon
     McKinley
     McMorris Rodgers
     Meehan
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Mulvaney
     Murphy (PA)
     Myrick
     Neugebauer
     Noem
     Nugent
     Nunes
     Nunnelee
     Olson
     Palazzo
     Paulsen
     Pearce

[[Page 3040]]


     Pence
     Peterson
     Petri
     Pitts
     Platts
     Poe (TX)
     Pompeo
     Posey
     Price (GA)
     Quayle
     Reed
     Rehberg
     Reichert
     Renacci
     Ribble
     Rigell
     Rivera
     Roby
     Roe (TN)
     Rogers (AL)
     Rogers (KY)
     Rogers (MI)
     Rohrabacher
     Rokita
     Rooney
     Ros-Lehtinen
     Roskam
     Ross (AR)
     Ross (FL)
     Royce
     Runyan
     Ryan (WI)
     Scalise
     Schilling
     Schock
     Schweikert
     Scott (SC)
     Scott, Austin
     Sensenbrenner
     Sessions
     Shimkus
     Shuster
     Simpson
     Smith (NE)
     Smith (NJ)
     Smith (TX)
     Southerland
     Stearns
     Stivers
     Stutzman
     Sullivan
     Terry
     Thompson (PA)
     Thornberry
     Tiberi
     Tipton
     Turner (NY)
     Turner (OH)
     Upton
     Walberg
     Walden
     Walsh (IL)
     Webster
     West
     Westmoreland
     Whitfield
     Wilson (SC)
     Wittman
     Wolf
     Womack
     Woodall
     Yoder
     Young (AK)
     Young (FL)
     Young (IN)

                               NAYS--177

     Ackerman
     Altmire
     Andrews
     Baca
     Baldwin
     Barrow
     Bass (CA)
     Becerra
     Berkley
     Berman
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bonamici
     Boswell
     Brady (PA)
     Braley (IA)
     Brown (FL)
     Butterfield
     Capps
     Capuano
     Cardoza
     Carnahan
     Carney
     Carson (IN)
     Castor (FL)
     Chandler
     Chu
     Cicilline
     Clarke (MI)
     Clarke (NY)
     Clay
     Cleaver
     Clyburn
     Cohen
     Connolly (VA)
     Conyers
     Cooper
     Costello
     Courtney
     Critz
     Crowley
     Cummings
     Davis (CA)
     Davis (IL)
     DeFazio
     DeGette
     DeLauro
     Deutch
     Dicks
     Dingell
     Doggett
     Donnelly (IN)
     Doyle
     Edwards
     Ellison
     Engel
     Eshoo
     Farr
     Fattah
     Filner
     Frank (MA)
     Fudge
     Garamendi
     Gonzalez
     Green, Al
     Grijalva
     Gutierrez
     Hahn
     Hanabusa
     Hastings (FL)
     Heinrich
     Higgins
     Himes
     Hinchey
     Hirono
     Holden
     Holt
     Honda
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson Lee (TX)
     Johnson (GA)
     Johnson, E. B.
     Jones
     Kaptur
     Keating
     Kildee
     Kissell
     Kucinich
     Langevin
     Larsen (WA)
     Larson (CT)
     Lee (CA)
     Levin
     Lewis (GA)
     Lipinski
     Loebsack
     Lofgren, Zoe
     Lowey
     Lujan
     Lynch
     Maloney
     Markey
     Matsui
     McCarthy (NY)
     McCollum
     McDermott
     McGovern
     McIntyre
     McNerney
     Meeks
     Michaud
     Miller (NC)
     Miller, George
     Moran
     Murphy (CT)
     Nadler
     Napolitano
     Neal
     Olver
     Owens
     Pallone
     Pascrell
     Pastor (AZ)
     Pelosi
     Perlmutter
     Peters
     Pingree (ME)
     Polis
     Price (NC)
     Quigley
     Rahall
     Reyes
     Richardson
     Richmond
     Rothman (NJ)
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Schakowsky
     Schiff
     Schrader
     Schwartz
     Scott (VA)
     Scott, David
     Serrano
     Sewell
     Sherman
     Sires
     Slaughter
     Smith (WA)
     Speier
     Stark
     Sutton
     Thompson (CA)
     Thompson (MS)
     Tierney
     Tonko
     Towns
     Tsongas
     Van Hollen
     Velazquez
     Walz (MN)
     Wasserman Schultz
     Waters
     Waxman
     Welch
     Wilson (FL)
     Woolsey
     Yarmuth

                             NOT VOTING--11

     Davis (KY)
     Hinojosa
     Hurt
     Labrador
     Moore
     Paul
     Rangel
     Schmidt
     Shuler
     Visclosky
     Watt


                Announcement by the Speaker Pro Tempore

  The SPEAKER pro tempore (during the vote). There is 1 minute 
remaining.

                              {time}  1450

  So the previous question was ordered.
  The result of the vote was announced as above recorded.
  (By unanimous consent, Mr. Meehan was allowed to speak out of order.)


                      Congressional Hockey Caucus

  Mr. MEEHAN. Mr. Speaker, it is my great pleasure to stand with my 
colleagues, Erik Paulsen, Mike Quigley, Larry Bucshon, and Brian 
Higgins, in a true bipartisan fashion to deliver the exciting news to 
the entire House that this team, skating together as part of the 
Congressional Hockey Caucus after a 2-year absence, on Sunday at the 
Verizon Center won back the important cup in a victory of 5-3 over the 
Lobbyists.
  It's tough enough staying together, but Quigley is awfully chippy and 
we have to watch his back. There's absolutely no question about that.
  Mr. Speaker, this is a great game for the spirit of the conference, 
but in all honesty, the true value of this game is it is a charity. 
With the great cooperation and support of the National Hockey League, 
the Washington Capitals and owner Ted Leonsis, we were able to raise in 
excess of $160,000; and those dollars first will be dedicated to 
support a program that the National Hockey League has, which is, Hockey 
is for Everyone, and that is to bring the game of hockey to inner-city 
youth who would otherwise not have an opportunity.
  More significantly, Mr. Speaker, in cooperation with the National 
Hockey League, and for the first time, there has been a commitment that 
has been made. Part of these proceeds will be matched with commitments 
that will, with Gary Bettman, the commissioner of the National Hockey 
League, support scholarships now for the Thurgood Marshall Scholarship 
Fund, to the college fund. They will help support 4-year scholarships 
to one of the 47 public Historically Black Colleges and Universities 
for an inner-city youth. We are excited and grateful to be a part of 
it.
  I yield to my friend, the gentleman from Illinois (Mr. Quigley).
  Mr. QUIGLEY. Mr. Speaker, I want to thank the lobbyists for the day, 
Nick Lewis who helped organize this. The game did get a little chippy, 
that's true, but it has no connection with the 20-point lobbying reform 
measure that we're putting out tomorrow.
  I also want to thank the staff who helped carry this older team of 
guys, our captain, Tim Regan right over here, for helping us win the 
game and bring back the cup and beat back the evil horde.
  Thanks, everyone.
  The SPEAKER pro tempore. Without objection, 5-minute voting will 
continue.
  There was no objection.
  The SPEAKER pro tempore. The question is on the resolution.
  The question was taken; and the Speaker pro tempore announced that 
the ayes appeared to have it.


                             Recorded Vote

  Mr. POLIS. Mr. Speaker, I demand a recorded vote.
  A recorded vote was ordered.
  The SPEAKER pro tempore. This is a 5-minute vote.
  The vote was taken by electronic device, and there were--ayes 252, 
noes 166, not voting 14, as follows:

                             [Roll No. 102]

                               AYES--252

     Adams
     Aderholt
     Akin
     Alexander
     Amash
     Amodei
     Austria
     Bachmann
     Bachus
     Barletta
     Bartlett
     Barton (TX)
     Bass (NH)
     Benishek
     Berg
     Biggert
     Bilbray
     Bilirakis
     Bishop (UT)
     Black
     Blackburn
     Bonner
     Bono Mack
     Boren
     Boustany
     Brooks
     Broun (GA)
     Buchanan
     Bucshon
     Buerkle
     Burgess
     Burton (IN)
     Calvert
     Camp
     Campbell
     Canseco
     Cantor
     Carney
     Carter
     Cassidy
     Chabot
     Chaffetz
     Coble
     Coffman (CO)
     Cole
     Conaway
     Cravaack
     Crawford
     Crenshaw
     Culberson
     Davis (KY)
     Denham
     Dent
     DesJarlais
     Diaz-Balart
     Dold
     Donnelly (IN)
     Dreier
     Duffy
     Duncan (SC)
     Duncan (TN)
     Ellmers
     Emerson
     Farenthold
     Fincher
     Fitzpatrick
     Flake
     Fleischmann
     Fleming
     Flores
     Forbes
     Fortenberry
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Gardner
     Garrett
     Gerlach
     Gibbs
     Gibson
     Gingrey (GA)
     Gohmert
     Goodlatte
     Gosar
     Gowdy
     Granger
     Graves (GA)
     Graves (MO)
     Griffin (AR)
     Griffith (VA)
     Grimm
     Guinta
     Guthrie
     Hall
     Hanna
     Harper
     Harris
     Hartzler
     Hastings (WA)
     Hayworth
     Heck
     Hensarling
     Herger
     Herrera Beutler
     Himes
     Hochul
     Huelskamp
     Huizenga (MI)
     Hultgren
     Hunter
     Hurt
     Issa
     Jenkins
     Johnson (IL)
     Johnson (OH)
     Johnson, Sam
     Jones
     Jordan
     Kelly
     Kind
     King (IA)
     King (NY)
     Kingston
     Kinzinger (IL)
     Kissell
     Kline
     Lamborn
     Lance
     Landry
     Lankford
     Latham
     LaTourette
     Latta
     Lewis (CA)
     Lipinski
     LoBiondo
     Long
     Lucas
     Luetkemeyer
     Lummis
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     Marino
     Matheson
     McCarthy (CA)
     McCaul
     McClintock
     McCotter
     McHenry
     McIntyre
     McKeon
     McKinley
     McMorris Rodgers
     Meehan
     Mica
     Michaud
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Mulvaney
     Murphy (CT)
     Murphy (PA)
     Myrick
     Neugebauer
     Noem
     Nugent
     Nunes
     Nunnelee
     Olson
     Palazzo
     Paulsen
     Pearce
     Pence
     Peterson
     Petri
     Pitts
     Platts
     Poe (TX)
     Pompeo
     Posey
     Price (GA)
     Quayle
     Quigley
     Reed
     Rehberg
     Reichert
     Renacci
     Ribble
     Richardson
     Rigell
     Rivera
     Roby
     Roe (TN)
     Rogers (AL)
     Rogers (KY)
     Rogers (MI)
     Rohrabacher
     Rokita
     Rooney
     Ros-Lehtinen
     Roskam
     Ross (AR)
     Ross (FL)
     Royce
     Ryan (WI)
     Scalise
     Schilling
     Schock
     Schrader
     Schweikert
     Scott (SC)
     Scott, Austin
     Sensenbrenner
     Sessions

[[Page 3041]]


     Shimkus
     Shuster
     Simpson
     Smith (NE)
     Smith (NJ)
     Smith (TX)
     Southerland
     Stearns
     Stivers
     Stutzman
     Sullivan
     Terry
     Thompson (PA)
     Thornberry
     Tiberi
     Tipton
     Turner (NY)
     Turner (OH)
     Upton
     Walberg
     Walden
     Walsh (IL)
     Webster
     West
     Westmoreland
     Whitfield
     Wilson (SC)
     Wittman
     Wolf
     Womack
     Woodall
     Yoder
     Young (AK)
     Young (FL)
     Young (IN)

                               NOES--166

     Ackerman
     Altmire
     Andrews
     Baca
     Baldwin
     Barrow
     Bass (CA)
     Becerra
     Berkley
     Berman
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bonamici
     Boswell
     Brady (PA)
     Braley (IA)
     Brown (FL)
     Butterfield
     Capps
     Capuano
     Cardoza
     Carnahan
     Carson (IN)
     Castor (FL)
     Chandler
     Chu
     Cicilline
     Clarke (MI)
     Clarke (NY)
     Clay
     Cleaver
     Clyburn
     Cohen
     Connolly (VA)
     Conyers
     Cooper
     Costa
     Costello
     Courtney
     Critz
     Crowley
     Cuellar
     Cummings
     Davis (CA)
     Davis (IL)
     DeFazio
     DeGette
     DeLauro
     Deutch
     Dicks
     Dingell
     Doggett
     Doyle
     Edwards
     Ellison
     Engel
     Eshoo
     Farr
     Fattah
     Filner
     Frank (MA)
     Fudge
     Garamendi
     Gonzalez
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hahn
     Hanabusa
     Hastings (FL)
     Heinrich
     Higgins
     Hinchey
     Hirono
     Holden
     Holt
     Honda
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson Lee (TX)
     Johnson (GA)
     Johnson, E. B.
     Kaptur
     Keating
     Kildee
     Kucinich
     Langevin
     Larsen (WA)
     Larson (CT)
     Lee (CA)
     Levin
     Lewis (GA)
     Loebsack
     Lofgren, Zoe
     Lowey
     Lujan
     Lynch
     Maloney
     Markey
     Matsui
     McCarthy (NY)
     McCollum
     McGovern
     McNerney
     Meeks
     Miller (NC)
     Miller, George
     Moran
     Nadler
     Napolitano
     Neal
     Olver
     Owens
     Pallone
     Pascrell
     Pastor (AZ)
     Pelosi
     Perlmutter
     Peters
     Pingree (ME)
     Polis
     Price (NC)
     Rahall
     Reyes
     Richmond
     Rothman (NJ)
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Schakowsky
     Schiff
     Schwartz
     Scott (VA)
     Scott, David
     Serrano
     Sewell
     Sherman
     Sires
     Slaughter
     Smith (WA)
     Speier
     Stark
     Sutton
     Thompson (CA)
     Thompson (MS)
     Tierney
     Tonko
     Towns
     Tsongas
     Van Hollen
     Walz (MN)
     Wasserman Schultz
     Waters
     Waxman
     Welch
     Wilson (FL)
     Woolsey
     Yarmuth

                             NOT VOTING--14

     Brady (TX)
     Capito
     Hinojosa
     Labrador
     McDermott
     Moore
     Paul
     Rangel
     Runyan
     Schmidt
     Shuler
     Velazquez
     Visclosky
     Watt


                Announcement by the Speaker Pro Tempore

  The SPEAKER pro tempore (during the vote). There is 1 minute 
remaining.

                              {time}  1501

  So the resolution was agreed to.
  The result of the vote was announced as above recorded.
  A motion to reconsider was laid on the table.


                             General Leave

  Mr. BACHUS. Mr. Speaker, I ask unanimous consent that all Members may 
have 5 legislative days within which to revise and extend their remarks 
on H.R. 3606 and to insert extraneous materials therein.
  The SPEAKER pro tempore (Mr. Landry). Is there objection to the 
request of the gentleman from Alabama?
  There was no objection.
  The SPEAKER pro tempore. Pursuant to House Resolution 572 and rule 
XVIII, the Chair declares the House in the Committee of the Whole House 
on the state of the Union for the consideration of the bill, H.R. 3606.

                              {time}  1501


                     In the Committee of the Whole

  Accordingly, the House resolved itself into the Committee of the 
Whole House on the state of the Union for the consideration of the bill 
(H.R. 3606) to increase American job creation and economic growth by 
improving access to the public capital markets for emerging growth 
companies, with Mr. Dold in the chair.
  The Clerk read the title of the bill.
  The CHAIR. Pursuant to the rule, the bill is considered read the 
first time.
  The gentleman from Alabama (Mr. Bachus) and the gentleman from 
Massachusetts (Mr. Frank) each will control 30 minutes.
  The Chair recognizes the gentleman from Alabama.
  Mr. BACHUS. Mr. Chairman, I yield myself 4 minutes.
  Mr. Chairman, I rise in strong support of the JOBS Act and urge my 
House colleagues to approve this bill with an overwhelming bipartisan 
support.
  This is a legislative package that we believe will help jump-start 
our economy by creating new growth opportunities for America's small 
businesses, for start-up companies, and for entrepreneurs.
  As chairman of the Financial Services Committee, I'm happy to report 
to the House that the JOBS Act is comprised of six bills that 
originated in our committee and were approved by the committee. I'm 
also proud that these six bills received overwhelming, strong 
bipartisan support in our committee. It shows that Republicans and 
Democrats can come together, find common ground and work together to 
help America's small businesses. In fact, after being approved by the 
Financial Services Committee, several of these bills moved to the House 
floor and gained almost unanimous approval by the House and are now in 
the Senate.
  Not only do these measures have support from Republicans and 
Democrats, but we received a letter from the President this morning 
dated March 6 endorsing this legislation, strongly endorsing it. So it 
not only has the support of Republicans, Democrats, but also the 
President and the leadership.
  A consistent observation that I've heard and many others have heard 
from our business community is that the Federal Government is making it 
hard for them to expand and hire new workers with all of its new 
regulations, mandates and spending, as well as those not-so-new 
regulations.
  We've not recovered from this recession as quickly as we have from 
past recessions, and the reason is that we have not gotten the job 
growth that we had hoped, and the job growth we have gotten has been 
from large corporations. The difference in this recovery and the last 
one is not large companies not hiring--they are. It's small companies 
not hiring.
  Now, there are two reasons that small companies are not hiring, and 
these are small companies that generate traditionally 65-70 percent of 
the new jobs. The first is regulation and the second is capital. It's 
harder for these companies to get traditional bank financing. We all 
know that. We've talked to bankers. We've talked to small businesses. 
Because they can't always get bank financing, they must turn to 
investors and to the capital market. These bipartisan measures will 
make it easier for them to do that. They'll increase capital formation 
which spurs the growth in start-up companies, creates jobs, and 
encourages companies, small companies, to add jobs and to invest.
  We know that, as I've said, small businesses are the generators of 
our economy. In fact, large corporations, 70-80 percent of their 
business is from small businesses.
  That's why we, as Congress, hearing from our constituents, must cut 
the red tape that prevents our small businesses and entrepreneurs, the 
same people that created Google, that created Apple, that created a lot 
of our biotech companies, they were small businesses but now they are 
the growth businesses. They are creating the most jobs. This 
legislation will give them the freedom to access capital, to hire 
workers, and to grow jobs.
  I want to talk about just one of these bills, and that is the bill 
that came out of our committee with strong bipartisan support; and I 
want to commend three gentlemen, the gentleman from Tennessee (Mr. 
Fincher), the gentleman from Delaware (Mr. Carney) and Mr. Himes, who 
crafted it. It allows the IPO market, which has been in a funk, to come 
back and create small companies and allow them to capitalize.
  I reserve the balance of my time.

                   Statement of Administration Policy


             H.R. 3606--Jumpstart Our Business Startups Act

     (Rep. Fincher, R Tennessee, and 53 cosponsors, March 6, 2012)

       The Administration supports House passage of the Rules 
     Committee Print of H.R. 3606. Helping startups and small 
     businesses succeed and create jobs is fundamental to having 
     an economy built to last. The President outlined a number of 
     ways to help small

[[Page 3042]]

     businesses grow and become more competitive in his September 
     8, 2011, address to a Joint Session of Congress on jobs and 
     the economy, as well as in the Startup America Legislative 
     Agenda he sent to the Congress last month. In both the speech 
     and the agenda, the President called for cutting the red tape 
     that prevents many rapidly growing startup companies from 
     raising needed capital. The President is encouraged to see 
     that there is common ground between his approach and some of 
     the proposals in H.R. 3606. The Administration looks forward 
     to continuing to work with the House and the Senate to craft 
     legislation that facilitates capital formation and job growth 
     for small businesses and provides appropriate investor 
     protections.

  Mr. FRANK of Massachusetts. Mr. Chairman, I yield 2 minutes to the 
gentlewoman from California (Ms. Eshoo), a Member not on the committee 
but one of those most active for pushing for one of the bills here.
  Ms. ESHOO. Mr. Chairman, I thank the ranking member, Mr. Frank. I'm 
pleased to rise in support of H.R. 1070, which is a provision, actually 
a bill, that is contained in the underlying legislation which we're 
going to be voting on today.
  I want to pay tribute to Mr. Frank because he recognized the worth of 
the idea of expanding on Regulation A which was part of the Securities 
Act of 1933. He was more than interested in the idea. He said come and 
testify on it, which I did in December of 2010. So I was proud to do 
that. Both sides of the aisle at that hearing became heavily engaged in 
it. They were really fascinated by what it was and what it could do 
relative to capital formation.
  So now this bipartisan bill, which passed the House in November of 
this last year 421-1, is now in this bill. It increases the offering 
limit from $5 million to $50 million under the SEC Regulation A, which, 
as I think I said, was enacted during the Great Depression to 
facilitate the flow of capital to small businesses. Look at the genius 
of FDR. A reformed Regulation A is important for small businesses and 
start-ups not only in my Silicon Valley district but across the 
country. This is especially true in high-tech, sustainable energy and 
the life sciences fields where research and development start-up costs 
routinely exceed $5 million. And in 2010, only seven companies actually 
took advantage of it.
  So I'm very pleased that this is part of this overall legislation. I 
salute the ranking member, Mr. Frank, for recognizing it, for 
supporting it early on, and for getting the ball rolling at his 
committee with a Member who is not a member of his committee; and I 
think the country is going to win with this provision, and I'm proud to 
support it.
  Mr. HENSARLING. Mr. Chairman, I yield myself 3 minutes.
  Mr. Chairman, it is clear that jobs and the economy are issue number 
one for our constituents. Many of them don't see the recovery. Even 
though professional economists may see it, it is clearly the slowest 
and weakest recovery in the postwar era. We still have now 3 full years 
of 8-plus percent unemployment, half of our population now being 
classified as either low income or in poverty. Again, our constituents 
are demanding jobs.
  Public policy makes a difference. Republicans have many disagreements 
with our President over public policy. We disagree with the $11 
trillion of additional debt that he has put into his budget. We 
disagree with the $1.9 trillion in new job-killing tax increases he 
wants to impose, much of it on small businesses. We disagree--we 
believe the Keystone pipeline, with its 20,000 shovel-ready jobs, 
should be approved. We believe these policies harm job growth and the 
economy.

                              {time}  1510

  But, Mr. Chairman, we have a rare occasion today, and that is there 
is something that we do agree on. We have found an opportunity to work 
on a bipartisan basis, on common ground, with the President of the 
United States. The President said:
  It is time to cut away the redtape that prevents too many rapidly 
growing start-up companies from raising capital and going public.
  House Republicans agree, and thus we are happy to bring to the floor, 
on a bipartisan basis, the JOBS Act.
  The President has issued his Statement of Administration Policy 
endorsing this legislation. Again, a rare occurrence, and I believe 
it's something that our constituents would like to see us do. They want 
to see us stand on principle, but they also want to see us compromise 
on policies to advance those principles. And so this is a bill that 
will give these emerging growth companies--again, perhaps the future 
Googles, perhaps the future Apples, the future Home Depots and the 
future Starbucks--that opportunity to begin to access equity capital 
where the hurdles, the redtape, and the cost burdens have been too 
high.
  We know that, of many of the root causes of the economic debacle we 
had, clearly this was an economy that was overleveraged. So we in the 
Congress need to do whatever we can to enable the start-up companies, 
the job engines of America, to be able to access the equity markets, 
not just the debt markets. So this is a bill most of which has been 
previously approved by large majorities either in the Financial 
Services Committee or on the floor.
  I want to thank the gentleman from Tennessee (Mr. Fincher) for his 
leadership, Chairman Bachus, Leader Cantor, and the ranking member, Mr. 
Frank from Massachusetts. The American people want to see jobs, hope, 
and opportunity. So let's pass the JOBS Act, and let's pass it now.
  I reserve the balance of my time.
  Mr. FRANK of Massachusetts. Mr. Chairman, first, I yield myself 1 
minute to say that I regret that my friend from Texas felt the need to 
absolve himself from the charge of excessive bipartisanship by engaging 
in a partisan diatribe that was factually shaky. It is true that this 
recovery from the recession has been slower than any previous one, but 
that's because the economy Barack Obama inherited from George Bush was 
the weakest since the Great Depression. Yes, it was a deeper economic 
downfall under George Bush than we've had in 8 years, and that's why 
the recovery was slower. But it's also the case, if you look at the 
chart recently presented to us by a Bush appointee, Ben Bernanke, the 
chairman of the Federal Reserve, it would show that in the beginning of 
2006, there was a very steep drop in jobs, a month-by-month increase to 
the hundreds and hundreds of thousands of jobs lost in the last couple 
of years in the Bush administration, and then less than 2 months after 
Barack Obama took office, and we were able to begin some policies to 
stimulate the economy, an equally sharp rise. So we haven't come as far 
back as we'd like to, but that's because we were so deeply in the hole 
when we started.
  Now I yield 2 minutes to one of the Members who has been a major 
shaper of this bill, the gentleman from Delaware (Mr. Carney).
  Mr. CARNEY. Mr. Chairman, I rise today to encourage all my 
colleagues, Democrats and Republicans, to support this important piece 
of legislation to create jobs.
  In December, Representative Fincher and I introduced H.R. 3606, the 
Reopening American Capital Markets to Emerging Growth Companies Act of 
2011. Today, our legislation is the vehicle for a package of bills to 
help small businesses access capital and grow.
  I'd also like to recognize Mr. Fincher and his staff, Jim Hall and 
Erin Bays, for their bipartisan work on this bill. I would also like to 
thank Ranking Member Frank and Representative Waters for their 
assistance and leadership throughout this process.
  The original bill, H.R. 3606, which is contained in the bill today 
before us, will create jobs in part by making it easier for emerging 
growth companies to undertake IPOs and go public. On average, research 
tells us that 92 percent of a company's growth, job growth, occurs 
after they go public. But in recent years, the number of companies 
going public has fallen off dramatically.
  This legislation takes a commonsense approach to reduce the cost of 
going public for these so-called ``on ramp'' status companies by 
phasing in, not exempting, by phasing in certain costly regulatory 
requirements. Our bill creates a new category of issuers called 
``emerging growth companies.''

[[Page 3043]]

They have annual revenues of less than $1 billion and, following the 
initial public offering, less than $700 million in publicly traded 
shares. Exemptions for these on-ramp status companies would either end 
after 5 years or when the company reaches $1 billion in revenue or $700 
million in public float.
  The legislation will also make it easier for potential investors to 
get access to research and company information in advance of an IPO, 
and this is an issue around which there's been quite a bit of 
discussion in committee. This is critical, though, for small and 
medium-sized companies trying to raise capital that have less 
visibility in the marketplace.
  Last month, these provisions were passed out of the Financial 
Services Committee with a bipartisan vote of 54-1. We've worked hard to 
craft legislation that could garner support from Democrats and 
Republicans and that can pass both the House and the Senate. And as you 
heard earlier, it's supported by the administration. In fact, many of 
the ideas in this bill were generated out of a process started by the 
Treasury Department itself.
  Making it easier for small and medium-sized companies to grow is an 
effective way to create jobs and improve the economy, and we all know 
how important that is to the constituents that we serve. This 
legislation will encourage more entrepreneurs to start businesses and 
allow more start-ups to become public companies and grow and create 
jobs.
  Please join me in supporting H.R. 3606.
  Mr. HENSARLING. Mr. Chairman, I now would like to yield 2 minutes to 
the gentleman from Arizona (Mr. Quayle).
  Mr. QUAYLE. I thank the gentleman for yielding.
  Mr. Chairman, I rise in support of H.R. 3606, the Jumpstart Our 
Business Startups Act. This bill will do just that, jump-start our 
small businesses by removing costly, outdated compliance requirements 
so businesses and community banks can grow, invest, and hire again. I 
want to thank Chairman Bachus for including my legislation, H.R. 4088, 
the Capital Expansion Act, in the JOBS Act.
  Our economy is being held back by onerous and outdated regulations 
that keep small community banks from expanding. By making it easier for 
banks to raise capital and invest in our Nation's small businesses, our 
entire economy benefits. This legislation is essential to small 
businesses and will allow them greater access to necessary capital. 
Community banks make up 11 percent of the banking industry's assets in 
America, but they provide 40 percent of all loans to small businesses.
  Currently, community banks with 500 or more shareholders must 
register with the SEC, and in so doing, submit to the costly compliance 
requirements. The 500 shareholder threshold hasn't been updated since 
1964. This bill would raise the threshold and lower compliance costs 
for our community banks.
  Under this act, a bank would be able to expand to 2,000 shareholders 
before having to register with the SEC. This will lower compliance 
costs for the average community bank by $250,000 annually. That 
$250,000 can be lent to small businesses or used to expand its 
operations.
  I've been concerned about these issues addressed by this act since I 
came to Congress, and it is gratifying to see these solutions being put 
forward. I'm particularly grateful for Mr. Fincher for his leadership 
on H.R. 3606, which addresses the high cost of compliance with section 
404 of Sarbanes-Oxley. As I've been meeting with small businesses 
within my district, I've been engaged in trying to roll back the costly 
regulations on our start-ups imposed by Sarbanes-Oxley.
  I urge my colleagues to support the JOBS Act.
  Mr. FRANK of Massachusetts. Madam Chair, I yield myself such time as 
I may consume.
  I now have an answer to a question. There was a bill in this package, 
H.R. 4088, that had never had a hearing, it had never been to our 
committee, everything else had been through the process, and I asked 
the gentleman from Texas (Mr. Sessions) about it. He represented the 
Rules Committee, and he told me it was a good bill, and therefore, 
there was no need for it to go to a hearing or through subcommittee or 
committee. That struck me as rather odd. I've never heard that before, 
particularly from a party that says they wanted to bring us regular 
order.

                              {time}  1520

  But now that the gentleman from Arizona has spoken, let me make a 
confession, Madam Chair. I was being a little disingenuous. Now, let me 
alert people to the rules who may be new to the place. You may not 
accuse anyone else of being disingenuous under the House rules, but you 
can cop to it.
  I knew what H.R. 4088 was, and we just heard it. We heard the 
gentleman from Arizona--surprisingly, to me--talk about his 
legislation. His legislation is the bill I was referring to. It was 
introduced on February 24, I believe, of this year. It had no hearing. 
It had no subcommittee markup. But it sounded very familiar as he 
described it, because that's not just a bill. It's a shape-shifter. It 
used to be the Himes-Schweikert bill.
  So let me be clear: yes, we did consider this in subcommittee and in 
committee. It was voted on and debated. But it wasn't the Quayle bill 
then. There was no Quayle bill then. This bill had been the product of 
bipartisan collaboration between two of our Members: the gentleman from 
Connecticut (Mr. Himes), the gentleman from Arizona (Mr. Schweikert). 
It had a great deal of appeal, particularly for the bank community.
  So what happened?
  Apparently, the Republican leadership decided it was Christmas in 
March, so they stole the bill from Mr. Schweikert and Mr. Himes and 
made a present of it to the gentleman from Arizona (Mr. Quayle). And 
Mr. Quayle, I must say, someone told him, Always be grateful, never 
look a gift bill in the mouth; because when they took the bill from the 
two men who had created it and took it away from them so that the 
gentleman from Arizona could get the credit for the bill--in which he 
had done no work--he seemed perfectly happy with it.
  Now, I want to say, Madam Chairman, I've been here for 31\1/2\ years. 
I'm about to be not here anymore, but I do want to say--and I have 
thought very much about what I am about to say--that's shameful, 
shameful on the part of the Republican leadership that engaged in this 
cheap maneuver, shameful on the part of a Member who would be the 
beneficiary of it. I am deeply disappointed.
  Yeah, it's a good bill. It was a good bill when it was the Himes-
Schweikert bill. It was a good bill when it went through the hearing in 
the subcommittee. And for two Members who worked hard on this to then 
have it taken away and credit given to someone who had nothing to do 
with it previously is a bad idea.
  Then, for the gentleman from Texas (Mr. Sessions), on behalf of the 
Rules Committee, he did not want to admit this theft, so, instead, he 
announced a new principle--and I hope we can now be clear that's not 
going to be a precedent--namely, that if it's a good bill and a short 
bill, it doesn't have to go through a hearing; it doesn't have to go 
through subcommittee; it doesn't have to go through committee. That was 
the defense the gentleman from Texas made because he was, to his 
credit, embarrassed to acknowledge the truth.
  But having understood that that was the truth, I do want to make it 
clear: it would have been better if he had not pretended, as it seems 
to me he did, that this was such a wonderful bill it didn't need to go 
through the procedure but, rather, had admitted that it was a bill that 
had gone through the procedure but had been kidnapped along the way and 
brought here under another Member.
  As I said, I am very disappointed in a leadership that would do this 
and in a Member who would accept credit for a bill with which he had so 
little to do with.
  I reserve the balance of my time.
  Mr. HENSARLING. Madam Chairman, I yield myself 10 seconds to say

[[Page 3044]]

that the American people care about jobs and economic growth, not a 
John Grisham novel of intrigue. Either the gentleman, the ranking 
member, likes the policy--in which case, he can vote for it. If he 
doesn't like the policy, he can vote against it. The President of the 
United States apparently supports it.
  At this time, I yield 3 minutes to the gentleman from Tennessee (Mr. 
Fincher), the author of the JOBS Act.
  Mr. FINCHER. I thank the gentleman for yielding.
  I want to thank my colleague, Mr. Carney, for his hard work and his 
staff for helping work on something good for the country, for the 
private sector, getting people back to work. That's what we were sent 
here to do.
  I'm pleased to be the lead sponsor on H.R. 3606, the Jumpstart Our 
Business Startups Act.
  Today, according to the Bureau of Labor Statistics, the unemployment 
rate is currently 8.3 percent. However, in December of last year, all 
but one of the counties I represent had a higher unemployment rate than 
the national average of 8.5 percent. At the top of the list was Obion 
County, with an unemployment rate of 15.3 percent, and Crockett County, 
where I live, 10.5 percent.
  It is no secret that our Nation has seen a decline in small business 
start-ups over the last few years, which means less jobs created for 
American workers. I think we all can agree that small businesses and 
entrepreneurs are the backbone of our Nation and our economy.
  The heartbeat of America is in the heartland of America, not here in 
Washington. The best thing our government can do right now to get our 
economy moving in the right direction is to help create an environment 
where new ideas and start-up companies have a chance to grow and 
succeed. The provisions in the JOBS Act will put the focus on the 
private sector, capitalism, and the free market, providing the jump-
start our Nation's entrepreneurs need.
  Title I of this bill is legislation that I introduced with 
Congressman Carney, the Reopening American Capital Markets to Emerging 
Growth Companies Act, which would help more small and mid-size 
companies go public. During the last 15 years, fewer and fewer start-up 
companies have pursued initial public offerings because of burdensome 
costs created by a series of one-size-fits-all laws and regulations. 
These changes have driven up costs and uncertainty for young companies 
looking to go public. Not going public deprives companies of the needed 
capital to expand their businesses, develop innovative products, and 
hire more American workers.
  Title I would create a new category of issuers called emerging growth 
companies that have less than $1 billion in annual revenues when they 
register with the SEC and less than $700 million in public float after 
the IPO.
  Emerging growth companies will have as many as 5 years, depending on 
size, to transition to full compliance with a variety of regulations 
that are expensive and burdensome. This on-ramp status will allow small 
and mid-size companies the opportunity to save on expensive compliance 
costs and create the cash needed to successfully grow their business 
and create American jobs. It will also make it easier for potential 
investors to get access to research and company information in advance 
of an IPO in order to make informed decisions about investing. This is 
critical for small and medium-sized companies trying to raise capital 
that have less visibility in the marketplace.
  Our bill had tremendous bipartisan support when passed by the 
Financial Services Committee 2 weeks ago. It's my hope that we can 
continue to work together as we move this package of bills forward.
  Madam Chairman, the JOBS Act will provide companies some valuable 
tools they need to grow and create jobs. I urge my colleagues to 
support this bill.
  Mr. FRANK of Massachusetts. Madam Chair, preliminarily, I yield 
myself 15 seconds to say the gentleman from Texas said the American 
people don't care about this intrigue. Then the question is: Why do 
they involve in it? Why do they engage in it? Why didn't they just 
leave the bill with the sponsors? So apparently they cared enough to 
play that double-game.
  I now yield 3 minutes to the gentlewoman from New York (Mrs. 
Maloney).
  Mrs. MALONEY. I thank the gentleman.
  I rise to support H.R. 3606, which would help start-ups and small 
businesses succeed and create jobs during this economic recovery.
  I want to really congratulate and thank the ranking member for his 
leadership, along with the administration, during the worst recession 
after the Great Depression.
  Christina Romer testified before this Congress that the economic 
shocks to our economy were three times greater than the Great 
Depression. We were shedding over 700,000 jobs a month when the 
President assumed office.
  In a report by Chairman Bernanke, he showed a chart where we are 
digging our way out under his leadership. We have gained 3.7 million 
private sector jobs. This is an important step forward.
  The financial reform bill that Ranking Member Barney Frank--we're 
going to miss you, Barney. You did a great job, and we all owe you a 
debt of gratitude for your leadership during this time.
  But what we need now is a real jobs bill, not just a tweaking around 
the corners with a few words and a few changes in the securities law. 
What we should be debating today, which would have a huge impact on 
jobs, is the transportation bill or the President's American Jobs Act, 
which would create more than a half million jobs and move us forward.
  This particular bill, the package is important, but it is not a 
comprehensive jobs bill or agenda which we need. There are some modest 
steps forward, but they are no substitute for a major job-creating 
highway bill or a passage of a full American Jobs Act.
  These bills make only very modest changes for start-up companies, 
making it easier for them to raise capital through the Internet and the 
solicitation of accredited investors, and loosening certain filing and 
regulatory requirements for start-ups and small banks.

                              {time}  1530

  I support it, but it does not really do a great deal to create more 
jobs, which we need.
  I must say that I have cosponsored parts of it, and all four of them 
have already passed this body overwhelmingly with over 300 votes. And 
I'd like to note that the administration supports the passage of this 
act, as Congress clearly has already done.
  I do want to join the chairman in speaking in support of my 
colleagues, Mr. Himes and Mr. Schweikert, on the committee. They 
championed the provision of the bill that raises the shareholder 
threshold for having to register with the SEC, and this title passed 
this body on its own already by a 420-2 margin. That's quite an 
achievement for them.
  But by putting another person's name on it, we have a clear example 
of the majority more interested in scoring points than in working in a 
bipartisan way for job development. I will place in the Record further 
comments on these bills and their importance and my work with Mr. 
McHenry on crowdfunding.

        Summary of HR 3606, Jumpstart Our Business Startups Act


    Title I ``Reopening American Capital Markets to Emerging Growth 
           Companies Act of 2011'' (HR 3606, Carney-Fincher)

       HR 3606 creates an expanded on-ramp for newly public 
     companies by exempting a new category ``emerging growth 
     companies'' (companies with less than $1 billion in revenues 
     or $700 million in public float) for up to five years from a 
     variety of securities law requirements, including: say-on-pay 
     votes; certain executive compensation reporting; requirements 
     to provide 3-years of audited financials (would only need 2 
     years worth), SOx section 404(b) auditing of internal 
     controls over financial reporting; and any future auditor 
     rotation or other auditor requirements. HR 3606 also eases 
     restrictions on communications and research related to an 
     IPO. HR 3606 passed the Financial Services Committee by a 
     vote of 54-1 on 2/16/12, has not previously come to the floor 
     action.

[[Page 3045]]




Title II, ``Access to Capital for Job Creators Act'' (HR 2940, McCarthy 
                                 of CA)

       HR 2940 amends section 4(2) of the Securities Act of 1933 
     to permit use of public solicitation in connection with 
     private securities offerings, provided that the issuer or 
     underwriter verifies that all purchasers of the securities 
     are accredited investors. In addition, the SEC would have to 
     share offering materials and documentation with the states. 
     HR 2940 passed the House 413-11 on 11/3/11.


   Title III ``Entrepreneur Access to Capital Act'' (HR 2930 McHenry)

       HR 2930 creates a new exemption from registration under the 
     Securities Act of 1933 for ``crowdfunding'' securities. HR 
     2930 permits a company to raise up to $2 million a year, with 
     investors permitted to invest the lesser of $10,000 or 10% of 
     his or her income annually in such companies. HR 2930 pre-
     empts the state regulators' registration authority for the 
     exempt securities, but websites and issuers must register 
     with and provide notice to the SEC, which would be shared 
     with the states. HR 2930 passed House 407-17 on 11/3/11.


Title IV, the ``Small Company Capital Formation Act of 2011'' (HR 1070, 
                              Schweikert)

       HR 1070 requires the Securities and Exchange Commission 
     (SEC) to create a new and larger exemption, effectively 
     raising the limit from $5 million to $50 million for its 
     Regulation A (``Reg A'') security offerings and permitting a 
     more streamlined approach for smaller issuers. The current 
     limit is $5 million, but the mechanism is little used due to 
     the small size of issuances permitted. The bill would permit 
     SEC to impose conditions on issuance under the rule, and 
     would require periodic review of the limit. HR 1070 passed 
     House 421-1 on 11/2/11.


   Title V, ``Private Company Flexibility and Growth Act'' (HR 2167, 
                              Schweikert)

       HR 2167 allows companies to remain private longer, with no 
     SEC filings, by raising the minimum shareholder threshold 
     triggering public reporting for all companies from 500 to 
     1000 shareholders, and by excluding employees from the 
     definition of a shareholder. HR 2167 passed the Financial 
     Services Committee on voice vote 10/26/11, but has not 
     previously come to the floor.


           Title VI, ``Capital Expansion'' (HR 4088, Quayle)

       HR 4088 is identical to House-passed HR 1965 (Himes) except 
     that HR 4088 removes a cost-benefit analysis study on raising 
     the shareholder threshold for all companies (see Title V). HR 
     4088 allows banks and bank holding companies to remain 
     private longer by raising the threshold triggering public 
     reporting from 500 shareholders to 2000 shareholders. The 
     bill also eases restrictions for discontinuing public 
     reporting by increasing the minimum threshold from 300 
     shareholders to 1200 shareholders. The employee exclusion 
     discussed in Title V also applies to banks and bank holding 
     companies. HR 4088 has not been considered in the Financial 
     Services Committee. However, HR 1965 passed the House 420-2 
     on 11/2/11.

  Mr. HENSARLING. I yield myself 10 seconds just to say that President 
Reagan once said there's no limit to what the American people can 
achieve if they don't mind who gets the credit. We seem to hear the 
ranking member say, if I and my friends can't take credit, we're going 
to pick up our toys and go home. All of us can take credit if we will 
support the JOBS Act.
  I yield 2 minutes to the gentlewoman from Illinois (Mrs. Biggert), 
the chair of the Housing and Insurance Subcommittee.
  Mrs. BIGGERT. I thank the gentleman for yielding me the time.
  Madam Chair, when it comes to promoting economic growth, no 
government program is as effective as the old-fashioned drive and 
ingenuity of the hardworking American people. But to harness that power 
and the jobs that come with it, we need to clear a path for the start-
ups and fledgling businesses that bring new goods and ideas into the 
marketplace. That's the purpose of the JOBS Act.
  This jobs package includes several bills that I've had the 
opportunity to work on closely with my colleagues on the House 
Financial Services Committee. All together, it includes six bipartisan 
proposals that the committee has reviewed to streamline or eliminate 
the regulatory and legal barriers that prevent emerging businesses from 
reaching out to investors, accessing capital, and selling shares to the 
public market.
  This legislation will make it possible for promising businesses to go 
public and access financial opportunities that currently are limited to 
large corporations, and it eliminates needless costs and delays imposed 
by the SEC and other regulators.
  These ideas are not political. These ideas are not partisan. They 
come from the small business community in districts like mine, where I 
meet regularly with local employees who tell me that accessing capital 
is the hardest part of enduring the recession. Many of these changes 
have bipartisan backing and have been endorsed by members of the 
President's Council on Jobs and Economic Competitiveness.
  Madam Chair, I urge my colleagues to support this important jobs 
package and unite behind good ideas that will free American businesses 
to do what they do best.
  Mr. FRANK of Massachusetts. Madam Speaker, I yield myself 30 seconds.
  * * *
  Mr. HENSARLING. Madam Chair, I ask that the gentleman's words be 
taken down.
  The Acting CHAIR (Ms. Foxx). The gentleman from Massachusetts will 
please take a seat.
  The Clerk will report the words.
  The Clerk read as follows:

       Mr. FRANK of Massachusetts. I have never seen truth stood 
     on its head more rapidly than by my colleague from Texas. 
     This notion that who cares about the credit--if that were 
     honestly what the Republican leadership believed, why did 
     they take the credit from Mr. Schweikert and Mr. Himes and 
     give it to Mr. Quayle? It is they who decided that substance 
     was less important. For the gentleman from Texas, having been 
     part of the leadership that engaged in that shameful 
     maneuver, to now accuse us of being excessively concerned 
     with credit is the most hypocritical and dishonest statement 
     I have heard uttered in this House.

  The Acting CHAIR. The Committee rises.
  Accordingly, the Committee rose; and the Speaker pro tempore (Mr. 
Hurt) having assumed the chair, Ms. Foxx, Acting Chair of the Committee 
of the Whole House on the state of the Union, reported that that 
Committee had under consideration the bill (H.R. 3606) to increase 
American job creation and economic growth by improving access to the 
public capital markets for emerging growth companies, when certain 
words used in debate were objected to and, on request, were taken down 
and read at the Clerk's desk, and she herewith reported the same to the 
House.
  The SPEAKER pro tempore. The Clerk will report the words objected to.
  The Clerk read as follows:

       Mr. FRANK of Massachusetts. I have never seen truth stood 
     on its head more rapidly than by my colleague from Texas. 
     This notion that who cares about the credit--if that were 
     honestly what the Republican leadership believed, why did 
     they take the credit from Mr. Schweikert and Mr. Himes and 
     give it to Mr. Quayle? It is they who decided that substance 
     was less important. For the gentleman from Texas, having been 
     part of the leadership that engaged in that shameful 
     maneuver, to now accuse us of being excessively concerned 
     with credit is the most hypocritical and dishonest statement 
     I have heard uttered in this House.

  The SPEAKER pro tempore. The Chair finds that the remarks constitute 
a personality directed toward an identifiable Member.
  Without objection, the offending words are stricken from the Record.
  There was no objection.
  The SPEAKER pro tempore. The Committee will resume its sitting.
  Accordingly, the House resolved itself into the Committee of the 
Whole House on the state of the Union for the further consideration of 
the bill (H.R. 3606) to increase American job creation and economic 
growth by improving access to the public capital markets for emerging 
growth companies, with Ms. Foxx (Acting Chair) in the chair.
  The Clerk read the title of the bill.
  The Acting CHAIR. When the Committee of the Whole rose earlier today, 
31\1/2\ minutes remained in general debate.
  The gentleman from Texas (Mr. Hensarling) has 15\1/2\ minutes 
remaining, and the gentlewoman from California (Ms. Waters) has 16 
minutes remaining.
  Ms. WATERS. I yield myself 4 minutes.
  Madam Chair, I rise today in support of H.R. 3606, the Jumpstart Our 
Business Startups Act.
  Before I begin my remarks, I would like to thank Chairman Bachus, 
Chairman Garrett and, certainly, Ranking Member Frank for their 
assistance and support on this bill. We were able to work in a 
bipartisan manner on this bill in our committee, passing many of

[[Page 3046]]

the provisions in the bill with strong bipartisan majorities.
  H.R. 3606 is an omnibus package of small business capital formation 
bills, some of which we already passed through the House back in 
November. I was pleased to work with Representative McCarthy on a 
provision now included in the bill to amend securities law in order to 
remove the prohibition on general solicitation, or general advertising, 
for the Office of Securities made under rule 506 of regulation D if 
those securities are only sold to accredited investors.
  Last year, I worked with Representative McHenry to add critical 
investor protection provisions to this crowdfunding bill, which 
previously passed the House and is now included in this package. I was 
also pleased to support the provision from Representative Schweikert to 
allow companies to raise more funds through the Regulation A process 
and another provision to raise minimum shareholder thresholds at which 
companies must register their securities with the SEC.
  On the title of this bill, which deals with the emerging growth 
companies, the IPOs, I support the goal of this legislation, and I hope 
that many of the amendments offered today on this title are accepted, 
including my own, which is dealing with the provision of research. 
Again, I am supportive of this legislation, but I think that more 
investor protection provisions are needed.
  Why did we work together to get this legislation passed?
  We worked from both sides of the aisle because we are all concerned 
about job creation and access to capital. We have gone through a 
recession in this country, starting with the loans that were made in 
the subprime market in 2003 to 2007. We almost reached a depression, 
and we destroyed the housing industry in this country. So we are all 
working to try and not only get the housing industry revitalized, but 
we are also working to make sure that our small businesses have access 
to capital and, thus, job creation.
  I am very pleased that we were able to work together on this 
legislation despite the fact that what Mr. Frank brought to our 
attention today is the kind of effort that could interfere with 
attempts to have bipartisanship on some of these legislative attempts 
that we have made. What Congressman Frank brought to our attention was 
that title VI of the bill, a provision that was drafted by 
Representative Himes, with the support of Republicans, seems to have 
been bare minimally reworked and rebranded as a Representative Quayle 
bill.
  While I support the provision, I think that taking Mr. Himes' work 
product undermines the spirit of bipartisanship and the cooperation 
that was otherwise demonstrated by this bill.

                              {time}  1600

  Do I like every one of these bills 100 percent? No, I don't. I have 
some concerns and I have some questions. I even have some uncertainty 
when we talk about crowdfunding. I want to make sure that we're 
protecting the investors. I want to make sure that the proper research 
is isolated from the underwriters who have connections to those people 
that they're writing the bills for.
  The Acting CHAIR. The time of the gentlewoman has expired.
  Ms. WATERS. I yield myself an additional 30 seconds.
  To sum up this bill, it will make it just a bit easier for some 
companies to raise funds in our capital markets, enabling them to grow 
their businesses. But make no mistake, I believe that this Congress 
still needs to do more on jobs. In addition to these legislative 
changes that enable capital formation, we need to keep teachers, police 
officers, and firefighters on the job; extend unemployment insurance 
for laid-off workers; and revitalize neighborhoods devastated by 
foreclosures.
  A truly comprehensive approach is needed to get Americans working 
again, and I hope my colleagues are willing to work with me on these 
issues.
  I reserve the balance of my time.
  Mr. HENSARLING. I yield myself 10 seconds just to say the gentlelady 
alluded to the gentleman from Massachusetts for bringing something to 
our attention. What he brought to our attention is that he violated 
House rules and is prohibited from speaking the rest of the day when 
the rest of the Chamber wishes to promote jobs for the American people.
  At this time, I am happy to yield 2 minutes to the gentleman from 
Illinois (Mr. Dold).
  Mr. DOLD. I want to thank my good friend from Texas for yielding me 
the time.
  As a small-business owner, I understand firsthand what small 
businesses are facing today when they try to meet a payroll or a 
budget, try to expand their business, or try to hire an extra worker.
  My small business employs just about 100 people. For me, that's 100 
families. It's a responsibility that I take very seriously.
  All across our country, we've got 29 million small businesses 
throughout our Nation. We should be doing everything we can, everything 
within our power to create an environment that enables those small 
businesses to hire one more worker. That's why I'm pleased today to 
stand up and voice my support for this bipartisan JOBS Act on the floor 
today.
  Many of the bills in this package passed the House with over 400 
votes each. Today, we hear a lot about gridlock; we hear a lot about 
partisanship. These are bipartisan bills. What we had are 400 bills, 
400 votes here in the United States Congress that were sent over to the 
United States Senate without action, and I'm glad that we're able to 
package them today to have another crack at that.
  These measures were introduced by Republicans and Democrats and are 
aimed at allowing small businesses to gain access to capital. This is 
exactly the type of legislation that the United States Senate should be 
passing and that the President should sign into law.
  This week we're sending another message to the United States Senate, 
and we urge them to take action on these important matters.
  These are bipartisan bills. Our small businesses and hardworking 
families don't have the luxury of waiting for gridlock in Washington to 
end, specifically in the United States Senate. We sent 30 jobs bills 
from this body over to the United States Senate without any action. So 
it's time that I ask that the Senate join the House and work together 
with us on the issues that I think we can all agree on in empowering 
our small-business owners and job creators.
  I believe that bipartisanship is extremely important; and when we 
find common ground, we must act. That's why it's critical that we 
empower our job creators and small-business owners to spur our economy 
and get America back to work.
  The JOBS Act is an example of how we can put people before politics 
and progress before partnership, partisanship, which is why I am 
delighted to be able to support this bill and thank my colleagues, Mr. 
Carney, and my friend, Mr. Fincher.
  Ms. WATERS. Madam Chair, I yield 3 minutes to the minority whip, the 
gentleman from Maryland, Mr. Steny Hoyer.
  Mr. HOYER. I thank the gentlelady for yielding, and I rise in strong 
support of these six pieces of legislation which have been put together 
and called a jobs bill.
  I think they have a positive effect on economic growth in our 
country. I think they are good bills. I particularly support the Himes 
bill, currently called the Quayle bill; but I'm pleased to support it 
by whoever's name it might have on it.
  Four out of the six components of this legislation have been 
previously passed overwhelmingly. This is a recycle, but doing a good 
thing twice is not bad. So I'm going to vote for it, and I'm going to 
be enthusiastic about voting for it. As a matter of fact, I suggested a 
number of these ideas on our side of the aisle.
  This bill makes it easier for small businesses to go public and raise 
the capital they need to expand and hire new workers by reducing 
regulatory

[[Page 3047]]

burdens. It also raises the SEC registration thresholds for community 
banks, which will free up bank capital for lending to small businesses 
and individuals. That's an important step we ought to be taking.
  A number of my Democratic colleagues worked hard on these provisions, 
including, as I said earlier, Representative James Himes of 
Connecticut, who introduced one of these bills months and months and 
months ago, and it passed 420-2 in this body. He has been a leader on 
this issue of small business access to capital, and I congratulate him 
for his efforts.
  I'm glad the Republican leadership is bringing this bill to the 
floor, and I hope it signals a new willingness to work with us to 
create jobs.
  This bill is called a JOBS bill. Catchy title. I sort of refer to it 
as the ``just old bills'' bill, but they are good bills. As I said, 
we're doing a good thing twice in hoping the Senate will pass it; and I 
hope the Senate does pass all of these bills and this bill as a 
package.
  But make no mistake about it, Madam Chair--and America should make no 
doubt about it--this is not the jobs bill America needs, one with 
tweaking around the edges and pretending that we've put something 
together that's going to create a significant number of jobs. This will 
help and in the longer term it will create jobs. I'm for it. I think 
it's a positive step forward. But make no mistake about it, this is not 
the jobs bill that the President asked for. This is not the jobs bill 
that America needs. This is not the jobs bill that millions who are 
unemployed and can't find employment are crying out for in America.
  America needs a comprehensive jobs plan to help get the millions who 
have lost jobs and are still looking for work. This bill alone simply 
is not enough. We must do more. And I will tell my friend--and he is my 
friend--from Texas, I'm prepared to work with him on a real jobs bill. 
This is a real jobs bill, but you and I both know it's a small-bore 
jobs bill. That doesn't make it bad. It doesn't mean that we shouldn't 
pass it. I thank you for bringing it to the floor. But let us not 
delude America or deceive ourselves that this is the jobs bill that we 
need to be passing.
  Mr. HENSARLING. I yield myself 10 seconds simply to respond to my 
friend that we have tried the President's jobs bill, the stimulus, the 
health care package, Dodd-Frank; and yet we still have the highest 
duration of 8 percent-plus unemployment since the Great Depression. 
Here's at least a bipartisan bill we can work on, and I look forward to 
that today.
  At this point, I will yield 2 minutes to the gentleman from New 
Jersey (Mr. Garrett), the chairman of the Capital Markets Subcommittee.
  Mr. GARRETT. I thank the Chair and I thank the gentleman from Texas 
as well.
  I also rise to express support for the JOBS Act today.
  I strongly believe that the JOBS Act will ease the burden of capital 
formation on the entrepreneurial growth companies that have 
traditionally served as the U.S. economy's primary job creators and 
provide a larger pool of investors with access to information and 
investment options on these companies that currently doesn't exist.
  With venture capital fundraising basically stagnant and the IPO 
market largely closed off, innovative start-up companies who can't have 
access to the capital market they need have been forced literally to 
delay research on promising medical and scientific and technological 
breakthroughs, and that has hurt our economy and our global 
competitiveness because emerging companies need capital. Developing 
medical cures to help people live longer and healthier and more 
productive lives needs capital; developing technology to improve the 
speed of communication needs capital; and developing alternative energy 
technologies to reduce our dependence on foreign sources requires 
capital.
  With the passage of this bill, we will provide those companies with 
the innovation and creativity needed in the marketplace which is 
essential to keeping American companies competitive with a cost-
effective means to access that capital and keep this country at the 
forefront of medical, scientific, and technological breakthroughs.

                              {time}  1610

  Economic growth occurs when companies go public. Just recently I met 
with the New Jersey Technology Council, and they stressed the 
importance of removing the regulatory burdens of bringing companies 
they invest in to market. And the JOBS bill does that. It restores that 
innovation for early-stage investors to provide the capital that 
America's entrepreneurs need.
  So we do this by chipping away at the albatross of regulations that 
have strangled and held back the IPO market since the passage of the 
Sarbanes-Oxley law. This bill provides America's entrepreneurs with 
access to the capital that they need to basically go after and seek 
their dreams. It provides the venture capital investors with the exit 
strategy they need to help make their dreams a reality and create a 
welcoming environment.
  With that, I believe the JOBS Act is a commonsense bill, and I will 
support the legislation before us.
  Ms. WATERS. Madam Chair, I yield 1 minute to the gentleman from 
Maryland (Mr. Sarbanes).
  Mr. SARBANES. I thank the gentlelady for yielding.
  I actually rise with some significant concerns about the IPO on-ramp 
provisions of this bill. I'm concerned because there already is 
exempted from the Sarbanes-Oxley compliance requirements about 60 
percent of the IPOs that we see, and this would extend the period in 
which companies have the requirement of complying with Sarbanes-Oxley 
to 5 years for companies that exceed that $75 million and go up to $1 
billion in revenues. My concern about that is that's a period of time 
in which a lot of mischief can be done when it comes to financial 
fraud, and I think it exposes investors to significant potential 
damage.
  My hope would have been that this could have been remedied along the 
way. Because of my concerns about it, I'm going to be compelled to vote 
against the bill because I think it really has the effect of gutting 
significant investor protections.
  Ms. WATERS. Madam Chair, I yield 3 minutes to the gentleman from 
Connecticut (Mr. Himes).
  Mr. HIMES. Madam Chair, I rise today very excited about what we are 
about to do on this floor. As has been said over the course of many 
hours, we are about to pass legislation that will be good for the core 
strength of this country, for our entrepreneurs, for our small banks 
that we trust to provide credit in our communities. This is a good 
bill.
  I'm sorry it has been marred by a couple of things that have been the 
topic of much discussion today. I'm sorry that the Republican majority 
has used this debate as an opportunity to promote the canard--not my 
word, Bruce Bartlett's word, which I think means ``baloney''--that the 
main problem with our economy today is regulation. Bruce Bartlett, 
conservative economist and former adviser to President Reagan said:

       In my opinion, regulatory uncertainty is a canard invented 
     by Republicans that allows them to use current economic 
     problems to pursue an agenda supported by the business 
     community year in and year out.

  We have an obligation to make sure that our regulation is good, that 
it keeps us safe, that it keeps our air clean, that it keeps our banks 
alive without quashing the entrepreneurship and economic vitality. We 
should do that every day.
  But what we have heard, the ideology, this notion that regulation is 
the problem in our economy is just what Bruce Bartlett called it, a 
canard.
  And I'm sorry that this bill has been spoiled by the antics of the 
Republican majority. I'm thrilled that this bill includes H.R. 1965.
  At the end of the day--I mentioned Reagan--Reagan said you'd get a 
lot done in Washington, DC, if you didn't care who gets the credit. 
There may be only one way to spell ``potato,'' but there are a lot of 
ways to skin a cat. And if we're going to skin this cat this way, I'm 
okay with that, because small

[[Page 3048]]

banks need the flexibility to go public when they should go public; 
because we should, for those companies that want to go public, provide 
them with some relief from the regulations that might be more 
appropriate for larger companies. All of these things, though we have 
passed many of these measures on the floor, are important.
  And so, marred though it has been by the antics of the Republican 
majority, this is fundamentally a bipartisan, good bill, and it is a 
rare step forward for this House of Representatives, something that I 
think will cause every American to say they can get something done. And 
for that I'm grateful and urge the passage of this bill.
  Mr. HENSARLING. Madam Chair, I now yield 2 minutes to the gentleman 
from Virginia (Mr. Hurt).
  Mr. HURT. Madam Chair, I thank the gentleman for yielding.
  Madam Chair, I rise today in support of the bipartisan JOBS Act, and 
I thank Chairman Bachus for his leadership in putting the Financial 
Services Committee at the forefront of the effort to advance job-
creating policies in this House.
  After recently touring Virginia's Fifth District, I am freshly 
reminded that Federal Government overregulation continues to stand in 
the way of the lifeblood of our economy, our small family businesses, 
our Main Street banks, and our family farms.
  Across the Fifth District, I regularly hear stories of how 
unnecessary regulations have served as a barrier to existing family 
business owners who wish to hire and expand their companies and as a 
barrier to aspiring Fifth District entrepreneurs who are discouraged 
from investing in new start-ups.
  Our committee has worked to offer solutions that would give citizens 
across this country the ability to harness the American Dream by 
starting a new business, working to make that business successful, and 
working to create the jobs Americans desperately need.
  The JOBS Act represents a legislative package that has support from 
Members of Congress on both sides of the aisle and from the President. 
This legislation collectively reduces burdens that prevent small 
businesses from accessing the capital necessary to hire and expand, and 
it encourages our entrepreneurs to get their start-ups off the ground. 
This legislation represents an opportunity for Congress and the 
President to work together to advance legislation for the good of the 
American people.
  Small family businesses and family farms are the backbone of our 
economy in central and southside Virginia; and as we work to grow our 
economy and spur job creation, it is critical that we adopt legislation 
like the JOBS Act to make it easier for them to succeed, not harder. We 
must act now to put the American people back to work and sustain the 
American Dream for our children and our grandchildren.
  I urge my colleagues to support this legislation.
  Ms. WATERS. Madam Chair, I yield myself 2 minutes.
  To the Members of this House and to those who are listening to this 
debate, you've heard this described as a jobs bill. In my earlier 
remarks, I, too, described this as a jobs bill. You've heard us talk 
about job creation, access to capital, ways by which we can support 
small businesses in general but IPOs in particular. You heard us talk 
about crowdfunding and creative means by which we can help to 
invigorate this economy. And so certainly this is a jobs bill. But then 
you heard some reference to the President's jobs bill by our minority 
whip, Mr. Steny Hoyer, who talked about a comprehensive approach.
  Make no mistake, this jobs bill is important, and I certainly hope 
that it will help to stimulate the economy in ways that all of us 
thought that it could. However, when you take a look at this compared 
to the President's comprehensive legislation, then you understand what 
Mr. Steny Hoyer was talking about.
  Mr. Steny Hoyer was talking about the President's comprehensive jobs 
bill that would do some very important things. It talked about job 
sharing. It will make sure that our teachers and our firefighters are 
kept on the job. It talks about school construction. It talks about aid 
to community college and comprehensive efforts to provide tax credits 
for small businesses.
  So, you see, we would like everybody to understand that we're not 
abandoning a comprehensive effort to do real job creation and access to 
capital and support for small businesses. We're trying to take every 
opportunity, every step, as it has been mentioned time and time again.
  The Acting CHAIR. The time of the gentlewoman has expired.
  Ms. WATERS. I yield myself 1 minute.
  Continuing the comparison between the two efforts, as has been said 
over and over again today, we certainly have joined in a bipartisan 
fashion to move this bill. Even though I am not sure and some of our 
Members are not sure that everything that's in all of these bills is 
what we absolutely understand and we're willing to say we know that it 
will help, it will help to deal with this economy in ways that we want 
it to, but we are willing to take a chance. We're willing to try.
  Now, when you compare this with the President's comprehensive jobs 
bill, then you can see this is only one effort; and in comparison, it's 
a small effort in comparison to what the President has proposed. And 
so, let us not forget, we still have work to do. We still have to be 
concerned about the unacceptably high unemployment rate. As we speak 
today, the unemployment rate is still in excess of 8 percent.
  The Acting CHAIR. The time of the gentlewoman has again expired.
  Ms. WATERS. I yield myself the balance of my time.
  Madam Chair, I would like for us all to recognize that we are taking 
a step that we are constantly accused of not being able to do, and that 
is move something in a bipartisan fashion.
  I'm appreciative for my colleagues on the opposite side of the aisle 
who have been so cooperative, and I'm appreciative for the leadership 
that has been provided on this side of the aisle. But we still must 
remember that unemployment is unacceptably high. We must remember that 
we must have a comprehensive approach. We must remember that the 
President has presented us with a comprehensive, realistic approach by 
which we can stimulate this economy, create jobs, support education and 
our schools, and help the unemployed in ways that they are desperately 
waiting for.
  With that, Madam Chair, I yield back the balance of my time.

                              {time}  1620

  Mr. HENSARLING. Madam Chairman, at this time, I am happy to yield 2 
minutes to the vice chairman of the Capital Markets Subcommittee, one 
of the prime authors of this bill, the gentleman from Arizona (Mr. 
Schweikert).
  Mr. SCHWEIKERT. To my good friend from Texas, thank you. I actually 
feel somewhat blessed being able to stand here today. I am blessed 
because I have multiple pieces of legislation that are rolled into this 
jobs bill as well as multiple amendments. So, first, let me make sure 
that I have said my proper thank yous. I also want to make sure that 
the chairman of the Financial Services Committee, Spencer Bachus, has 
my appreciation for allowing me to work on these over the last year. 
But I also need to reach across the aisle to Mr. Himes and many of the 
others who made me defend some of the ideas, who argued with me and 
helped me make these better pieces of legislation through the last year 
as we vetted the process.
  I wanted to touch on two of the pieces of legislation that are in 
here and help folks understand why these are actually really important 
to capital formation for small businesses. The first one we refer to is 
H.R. 1070, the Small Capital Formation Act. Many people will refer to 
it as Regulation A--Reg A. Well, in today's world, if you wanted to go 
public in this streamlined, simplified process, you could only go 
public with a capitalization of $5 million. Well, no one is going to 
the stock market for $5 million.

[[Page 3049]]

This will raise it to 50. Why is 50 so important? Fifty is the minimum 
threshold to be traded on the big exchanges, on the public exchanges. 
This allows an organization to find a path, a less expensive path, to 
become publicly traded and be publicly traded on those exchanges, where 
it can be viewed and vetted and hopefully grow and grow jobs.
  The second bill I have in here that I'm very proud of is one that--we 
realized capital formation is changing in the world. And for many, 
many, many, many years, if you were an organization and you got the 500 
shareholders, you had to stop, because at 501 you had to go to the SEC 
and do a public filing. Well, what if you were a high-tech company or a 
biotech company and you were giving shares, bits of ownership of the 
company, to your employees?
  The Acting CHAIR. The time of the gentleman has expired.
  Mr. HENSARLING. Madam Chair, I yield the gentleman an additional 1 
minute.
  Mr. SCHWEIKERT. This will give those employees an exemption, so a 
company that's growing, that's actually in some ways, to use a term 
that's often used around here, ``spreading the wealth'' inside that 
organization and encouraging folks to vest their time and their talents 
in what are often speculative ventures as the company is growing--this 
lifts that cap, but it also raises it to 1,000 shareholders. There may 
be an amendment to come that raises that up to 2,000, and that is 
something I will support.
  That last thing here is, in committee we also heard discussion last 
year of why should community banks, why should we raise their 
shareholder limit to 2,000? We actually had some community banks come 
to us and say, look, we've been around here many, many, many, many 
years. We have legacy stockholders in the company. We're at that 500 
share, but because of our long history, we can no longer raise the 
capital, the equity capital that's necessary. And that's why that 
concept is so important, raising that to 2,000 shareholders.
  Mr. HENSARLING. I yield myself as much time as I may consume.
  Madam Chair, again, jobs and growing the economy is what our 
constituents care about. Again, we are unfortunately and regrettably in 
the midst of the slowest and weakest recovery in the postwar era. And, 
in fact, many of my constituents, they don't feel the recovery. They 
don't see it. They still know many of their friends, neighbors, and 
family members remain unemployed. That's why the number one priority of 
House Republicans has been to grow this economy and create more jobs. 
That is why House Republicans have a plan for America's job creators.
  Now, Madam Chair, it's very difficult, very difficult, to find common 
ground in this institution, as we all know. Regrettably, the vast 
majority of these bills are stacked up like cordwood in the United 
States Senate. They won't take them up. We've tried many of the 
President's ideas. For 2 years we tried every single one of his ideas. 
We tried the stimulus program, which helped stimulate the national debt 
to the level it is today. We tried the President's health care plan 
that we were told would help grow jobs and the economy. Dodd-Frank, our 
financial institutions--the big get bigger, the small get smaller, and 
the taxpayer gets poorer.
  We disagreed with those policies, and so we have tried to find common 
ground. We heard the distinguished minority whip lament that the bill 
didn't do more. This is the common ground we can find with our friends 
on the other side of the aisle. It's important. It's not as important 
as repealing the President's health care program, which is absolutely 
strangling our small businesses. It's not as important as turning back 
so much of the red tape that impacts every single small business in 
America by enacting the REINS Act to ensure that Congress, not the 
unelected bureaucracy, controls whether or not we impose job-killing 
regulations on our small business enterprises. But it's still an 
important bill nonetheless. It's a bill that will allow these emerging 
growth companies, again, perhaps the Googles of tomorrow and the Apples 
of tomorrow, to be able to access vital equity capital. And so it's an 
important piece of legislation. I wish it did more.
  I wish my friends from the other side of the aisle would acknowledge 
that we have tried many of their partisan ideas, and they haven't 
worked. But here's at least a bipartisan idea where we have worked with 
the President. We have his support right here--right here--Madam Chair, 
where the President of the United States supports this legislation. So 
I'm happy that at least one portion of the House Republican plan for 
America's job creators stands a very good chance of being turned into 
law and that the American people will see that we continue to work to 
find that common ground.
  So I'm happy, again, to be able to encourage my colleagues to support 
this today. I look forward to the day that the President can sign this 
into law.
  At this time, Madam Chair, I would like to yield 2 minutes to the 
gentleman from North Carolina (Mr. McHenry).
  Mr. McHENRY. Madam Chairman, I want to thank my colleague, Mr. 
Hensarling, for his leadership on the Financial Services Committee, and 
I want to thank my colleague, Mr. Fincher, for offering the legislation 
before us today.
  The American people understand that entrepreneurship is at a record 
low, that it's actually at a 17-year low in the United States. We know 
that small businesses create the majority of new jobs in our country 
and have done so for generations. We also know that we have record 
unemployment. We've had 8 percent unemployment for a record 36 months 
at that very high level. It's not acceptable. We have to do something.
  Now, we cannot fix everything in one piece of legislation. This idea 
that you can have just simply a large bill that fixes all the problems 
in the world simply is not in accordance with American history or what 
the American people want and desire.
  But we also know, and the American people understand, especially 
small business folks and entrepreneurs understand, that red tape gets 
in the way of job creation. We saw with the Dodd-Frank Act that it 
restricts lending and makes it more costly to get lending. If you talk 
to small business folks, their one biggest complaint is a restriction 
on access to capital. That's on the debt side.
  We also see that we have regulations and laws written in 1933 and 
1934 in an era when the telephone was the new technology of the day.

                              {time}  1630

  We need to update those regulations. That is at the heart of what 
this JOBS Act does. It doesn't simply say about debt fundraising; it 
says on the equity side that you can go around the red tape and 
actually allow the average, everyday investor access to the capital 
markets and the new, great ideas of the future.
  This is what the legislation is about. I urge my colleagues to vote 
for it, and I ask my colleagues to move forward on this, especially in 
the Senate.
  Mr. HENSARLING. Mr. Chairman, might I inquire how much time I have 
remaining.
  The Acting CHAIR (Mr. Yoder). The gentleman from Texas has exactly 1 
minute remaining.
  Mr. HENSARLING. In that case, Mr. Chairman, I'm happy to yield 
exactly that 1 minute to the prime author of the JOBS Act, the 
gentleman from Tennessee (Mr. Fincher).
  Mr. FINCHER. I want to thank the gentleman from Texas for yielding.
  I stand today heartbroken that something that we've meant for good 
here--myself and my colleague, Mr. Carney--a JOBS Act would be tied up 
in some heated rhetoric.
  I want to urge my colleagues on the other side of the aisle that jobs 
aren't Democrat or Republican; they're American. People are begging for 
Congress to get out of the way and let the private sector get back in 
the business of creating jobs. That's what we're doing with this jobs 
bill that we're pushing through.
  So hopefully, hopefully, we can get beyond some feelings--hurt 
feelings

[[Page 3050]]

maybe--and let's focus back on the reason why we were sent up here, and 
that's to put the people back in power and not Washington.
  Mr. FITZPATRICK. Mr. Chair, I rise today in support of the JOBS Act. 
This bill is a package designed to jumpstart our economy and restore 
opportunities for our small-business job creators.
  It represents a combination of several job creation measures aimed at 
increasing capital formation, spurring the growth of startups and small 
businesses, and paving the way for more small-scale businesses to go 
public and create more jobs.
  The JOBS Act will provide certainty to small business owners and 
entrepreneurs in terms of access to capital and the federal regulatory 
environment. Because without access to capital, businesses cannot 
expand, and without regulatory certainty, capital disappears.
  Dr. Tim Block is the President of the Pennsylvania Biotechnology 
Center in my home of Bucks County. He had this to say when I shared the 
JOBS Act with him this afternoon: ``We appreciate the support for 
nurturing entrepreneurial development and investment. Innovation is 
going to drive the future of the economy in southeast Pennsylvania and 
around the United States. Capital is the lifeblood that sustains these 
dynamic entrepreneurs who are harnessing innovation to create new 
companies and new jobs.''
  Mr. Chair, it is risk-takers like Tim and the companies he works with 
that hold the keys to a lasting recovery and a strong American economy 
if we only give them the tools they need.
  Most of this Act enjoys overwhelming bipartisan support in the House, 
as well as from the President and successful entrepreneurs such as 
Steve Case, of the President's Council on Jobs and Economic 
Competitiveness.
  In addition to parts of this bill, I have joined my colleagues in the 
House since last January in sending over 30 pro-growth jobs bills to 
the Senate for their consideration and they have piled up there like 
cordwood. If we are going to jumpstart a real and lasting economic 
recovery, I am urging the Senate to immediately take up and pass the 
JOBS Act, which I expect to receive widespread support tomorrow, as 
well as the other measures that have passed the House with bipartisan 
support.
  Mr. DINGELL. Mr. Chair, I rise in opposition to H.R. 3606, the JOBS 
Act. This unfortunate amalgam of bad ideas is being sold to us as an 
easy way to create jobs and help small businesses. I fully support both 
causes, but passing H.R. 3606 is not the way to see them to fruition.
  The JOBS Act takes as its premise the tired rhetoric that 
deregulation naturally will lead to business growth and job creation. 
The bill contains four others, H.R. 1070, H.R. 1965, H.R. 2930, and 
H.R. 2940, which the House passed in November of last year. I am the 
only Member of this body to have voted against all four, and my 
conviction in their potential to facilitate investor fraud and abuse 
remains strong. Simply put, increasing the amount of capital a company 
may raise and the number of shareholders it may have before registering 
with the Securities Exchange Commission (SEC), carving out registration 
requirements for crowdfunding in the Securities Act, and removing the 
long-standing prohibition on public solicitation in the sale of 
unregistered stock offerings will create more risk than reward. Mark my 
words: Investors will be swindled, and great sums of money will be 
lost, all because of the dubious assumption that deregulation 
stimulates economic growth.
  As if this were not bad enough, H.R. 3606 goes one step further to 
allow all but the very largest new companies up to five years to raise 
money from the public without having to assess the adequacy of their 
own internal controls. The Sarbanes-Oxley Act requires this for good 
reason: to protect investors, promote higher-quality financial 
reporting, and thereby create lower costs of capital for companies.
  We have just survived the greatest shock to the Nation's financial 
services sector since the Great Depression. Regulation subsequent to 
1929 created decades of stability and prosperity. The gradual erosion 
of the laws and regulations put in place in the aftermath of the Great 
Depression ultimately caused the crash in 2008, which cost this country 
millions of jobs and wiped out trillions of dollars in our 
constituents' collective net worth. Now is not the time to deregulate.
  If my colleagues wish to create jobs, I suggest we consider investing 
in improving our country's crumbling infrastructure, supporting 
research and development with grants and low-interest loans, and 
assuring our citizens have the education they need to compete in the 
future. Exposing American investors to all manner of fraud and 
rascality will create misery instead of jobs.
  Vote down H.R. 3606.
  Ms. EDDIE BERNICE JOHNSON of Texas. Mr. Chair, the House today will 
vote on the final passage of H.R. 3606, the Jumpstart Our Business 
Startups (JOBS) Act. While there is no doubt that this Congress must 
work to create jobs and support small businesses, we must ensure that 
any attempts to do so are targeted in a manner that directly benefits 
the American people, and prevents the outsourcing of jobs.
  With unemployment just above eight percent, it will take a 
coordinated effort at all levels of government to create jobs and rein 
in the high unemployment rate. Addressing the estimated 2.9 million 
jobs that were eliminated from the U.S. economy and added overseas by 
multinational corporations should be a critical component of any piece 
of legislation that leaves this chamber.
  Creating and retaining jobs in the United States has always been a 
top priority of mine, and I will only support legislation that keeps 
the American people at the center of its focus. In Texas, I've brought 
critical infrastructure investments to Dallas that have not only 
strengthened our roads and bridges, but more importantly brought 
skilled and hardworking Americans back into the labor force. 
Ultimately, my concern for the well-being of the American people will 
remain at the core of any considerations I make.
  The Democratic Members of Congress have demonstrated their unwavering 
commitment to creating jobs at home and protecting the middle class. I 
am encouraged to finally see that my Republican colleagues are 
beginning to understand the merits of this commitment, and have 
refocused their efforts on these critical issues. The JOBS Act is just 
one step we can take to bolster our economy, and I hope to see 
increased efforts to address the persistent outsourcing of American 
jobs emerge from this legislation.
  Mr. CONAWAY. Mr. Chair, I rise today to express my support for the 
efforts my colleagues have made this week to improve the regulatory 
environment for growing small businesses across our nation. This is 
important work that should continue without delay.
  As we move forward though, there is a policy I am opposed to in the 
underlying bill that I hope can be addressed either in the Senate or in 
Conference. Specifically, I am concerned that in this legislation, 
Congress sets a perilous precedent by establishing an accounting 
standard through legislation. While I am not opposed to this bill 
today, in part because I appreciate the work that has already been done 
to address this issue, there is still more to do to fully correct the 
problem I see.
  As a CPA and the former Chairman of the National Association of State 
Boards of Accountancy, I am concerned about the encroachment this bill 
makes on the independence of the Financial Accounting Standards Board 
or FASB. FASB is an independent, private sector organization which 
establishes the standards of financial accounting that govern the 
preparation of financial reports by nongovernmental entities.
  The law has long recognized the need for an independent body, 
unencumbered by political or business affiliations, to arbitrate the 
complex accounting questions that arise in our modern economy. FASB 
functions as a rule maker that sits above the fray, so that public 
companies, investors, analysts, and government officials can all rely 
on the integrity and accuracy of financial statements. FASB's 
independence from businesses and governments alike is central to their 
ability to balance the competing interests of all stakeholders and 
generate standards that everyone can have confidence in.
  Today's bill, H.R. 3606, takes a dangerous step away from this 
autonomy and towards a FASB that is held captive by the political and 
parochial interests of Congress. This legislation will interpose the 
views of Congress between FASB and the individuals and companies who 
rely on FASB's independence and judgment.
  While I am strongly in favor of lifting regulatory burdens on our 
nations businesses, small and large alike, Congress should not direct 
when particular accounting standards are applicable to emerging growth 
companies. Replacing the careful, inclusive, and deliberative judgments 
of FASB with the inexpert opinions of Congress could result in a 
standard that does not meet the competing needs of all market 
participants. Investors and analysts rely on the information in 
financial reports to fairly evaluate the firms they seek to invest in; 
FASB is the appropriate body to balance their need for information 
against the concerns of small business owners with the cost of 
complying with reporting requirements.
  I am encouraged that the Chairman, Ranking Member, and sponsor of 
this legislation have already met with representatives from accounting 
profession and made good faith efforts to address my concerns. However, 
there

[[Page 3051]]

is still work to be done to improve this bill. I hope that as similar 
legislation is considered in the Senate and if the two houses meet in a 
conference committee, my colleagues will take a close look at the 
consequences of this policy and take another step back from this 
slippery slope.
  While many might argue that Congress ought to be able to set 
accounting standards, accountants are universally opposed to this idea. 
For those of us who spend our lives dealing with Congress's handiwork 
in the tax code, we see a grim glimpse of the future if Congress were 
to stand in for the independent accounting standards bodies. As I often 
tell my constituents, if you like the tax code, you will love financial 
statements when Congress writes the accounting rules.
  The value of good and effective accounting standards cannot be 
overstated; they are the yardstick of the marketplace. Good standards 
are essential to a well functioning economy because they provide a 
consistent framework for the meaningful evaluation of widely disparate 
entities. Without them, it is impossible to hold an accurate 
understanding of the financial position of a firm, an industry, or the 
wider economy.
  Almost 80 years ago, Congress had the wisdom to establish an 
independent body to develop those standards so that accounting was 
never influenced by politics. Today, as more Americans than ever are 
active participants in financial markets, the need for a trusted, 
independent arbiter of public accounting standards has never been more 
important.
  I look forward to working with my colleagues to improve this 
legislation and to further strengthen the independent process for 
writing financial accounting standards in the future.
  Ms. BONAMICI. Mr. Chair, I rise to support H.R. 3606, the Jumpstart 
Our Business Startups (JOBS) Act, but in lending my support, I must 
insist that we do more to protect consumers and investors than this 
bill currently provides.
  Small businesses are the backbone of Oregon's economy and many have 
been devastated by the recent recession. This Congress must take swift 
action to ensure that they have access to capital and can invest in job 
creation. This bill recognizes that a one-size-fits-all approach to 
regulation can stifle small business growth. The JOBS Act will ease the 
cost and complexity of some securities regulations, and open greater 
access to capital so that startups and emerging companies can thrive. 
This bill is a good, but small, step in the right direction.
  More work must be done to accelerate hiring, and more work, still, 
must be done with this bill to improve consumer and investor 
protections. A number of my colleagues offered amendments with this 
goal in mind. I supported those amendments, and I am disappointed that 
they were not accepted. By ensuring that we are expanding flexibility 
for the smallest startups where it is most needed, and establishing and 
encouraging standards for transparency and disclosure, we can both help 
small businesses grow while also protecting consumers and investors. 
These are achievable goals, and I remain committed to working with my 
colleagues in the House and the Senate on these issues as this bill 
moves forward.
  Strong consumer and investor protections strengthen our economy by 
building confidence in the market. Our work to stand up for consumers 
and reenergize the economy cannot and must not stop here.
  Mr. HENSARLING. Mr. Chairman, I yield back the balance of my time.
  The Acting CHAIR. All time for general debate has expired.
  Pursuant to the rule, the bill shall be considered for amendment 
under the 5-minute rule.
  In lieu of the amendment in the nature of a substitute printed in the 
bill, an amendment in the nature of a substitute consisting of the text 
of the Rules Committee Print 112-17 is adopted and the bill, as 
amended, shall be considered as an original bill for the purpose of 
further amendment under the 5-minute rule and shall be considered as 
read.
  The text of the bill, as amended, is as follows:

                               H.R. 3606

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

     SECTION 1. SHORT TITLE.

       This Act may be cited as the ``Jumpstart Our Business 
     Startups Act''.

     SEC. 2. TABLE OF CONTENTS.

       The table of contents of this Act is as follows:
       Sec. 1. Short title.
       Sec. 2. Table of contents.

    TITLE I--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH 
                               COMPANIES

       Sec. 101. Definitions.
       Sec. 102. Disclosure obligations.
       Sec. 103. Internal controls audit.
       Sec. 104. Auditing standards.
       Sec. 105. Availability of information about emerging growth 
           companies.
       Sec. 106. Other matters.
       Sec. 107. Opt-in right for emerging growth companies.
       Sec. 108. Review of Regulation S-K.

              TITLE II--ACCESS TO CAPITAL FOR JOB CREATORS

       Sec. 201. Modification of exemption.

               TITLE III--ENTREPRENEUR ACCESS TO CAPITAL

       Sec. 301. Crowdfunding exemption.
       Sec. 302. Exclusion of crowdfunding investors from 
           shareholder cap.
       Sec. 303. Preemption of State law.

               TITLE IV--SMALL COMPANY CAPITAL FORMATION

       Sec. 401. Authority to exempt certain securities.
       Sec. 402. Study on the impact of State Blue Sky laws on 
           Regulation A offerings.

            TITLE V--PRIVATE COMPANY FLEXIBILITY AND GROWTH

       Sec. 501. Threshold for registration.
       Sec. 502. Employees.
       Sec. 503. Commission rulemaking.

                      TITLE VI--CAPITAL EXPANSION

       Sec. 601. Shareholder threshold for registration.
       Sec. 602. Rulemaking.

    TITLE I--REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH 
                               COMPANIES

     SEC. 101. DEFINITIONS.

       (a) Securities Act of 1933.--Section 2(a) of the Securities 
     Act of 1933 (15 U.S.C. 77b(a)) is amended by adding at the 
     end the following:
       ``(19) The term `emerging growth company' means an issuer 
     that had total annual gross revenues of less than 
     $1,000,000,000 during its most recently completed fiscal 
     year. An issuer that is an emerging growth company as of the 
     first day of that fiscal year shall continue to be deemed an 
     emerging growth company until the earliest of--
       ``(A) the last day of the fiscal year of the issuer during 
     which it had total annual gross revenues of $1,000,000,000 or 
     more;
       ``(B) the last day of the fiscal year of the issuer 
     following the fifth anniversary of the date of the first sale 
     of common equity securities of the issuer pursuant to an 
     effective registration statement under this title; or
       ``(C) the date on which such issuer is deemed to be a 
     `large accelerated filer', as defined in section 240.12b-2 of 
     title 17, Code of Federal Regulations, or any successor 
     thereto.''.
       (b) Securities Exchange Act of 1934.--Section 3(a) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is 
     amended--
       (1) by redesignating paragraph (77), as added by section 
     941(a) of the Investor Protection and Securities Reform Act 
     of 2010 (Public Law 111-203, 124 Stat. 1890), as paragraph 
     (79); and
       (2) by adding at the end the following:
       ``(80) The term `emerging growth company' means an issuer 
     that had total annual gross revenues of less than 
     $1,000,000,000 during its most recently completed fiscal 
     year. An issuer that is an emerging growth company as of the 
     first day of that fiscal year shall continue to be deemed an 
     emerging growth company until the earliest of--
       ``(A) the last day of the fiscal year of the issuer during 
     which it had total annual gross revenues of $1,000,000,000 or 
     more;
       ``(B) the last day of the fiscal year of the issuer 
     following the fifth anniversary of the date of the first sale 
     of common equity securities of the issuer pursuant to an 
     effective registration statement under the Securities Act of 
     1933; or
       ``(C) the date on which such issuer is deemed to be a 
     `large accelerated filer', as defined in section 240.12b-2 of 
     title 17, Code of Federal Regulations, or any successor 
     thereto.''.
       (c) Other Definitions.--As used in this title, the 
     following definitions shall apply:
       (1) Commission.--The term ``Commission'' means the 
     Securities and Exchange Commission.
       (2) Initial public offering date.--The term ``initial 
     public offering date'' means the date of the first sale of 
     common equity securities of an issuer pursuant to an 
     effective registration statement under the Securities Act of 
     1933.
       (d) Effective Date.--Notwithstanding section 2(a)(19) of 
     the Securities Act of 1933 and section 3(a)(80) of the 
     Securities Exchange Act of 1934, an issuer shall not be an 
     emerging growth company for purposes of such Acts if the 
     first sale of common equity securities of such issuer 
     pursuant to an effective registration statement under the 
     Securities Act of 1933 occurred on or before December 8, 
     2011.

     SEC. 102. DISCLOSURE OBLIGATIONS.

       (a) Executive Compensation.--
       (1) Exemption.--Section 14A(e) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78n-1(e)) is amended--
       (A) by striking ``The Commission may'' and inserting the 
     following:
       ``(1) In general.-- The Commission may'';
       (B) by striking ``an issuer'' and inserting ``any other 
     issuer''; and
       (C) by adding at the end the following:
       ``(2) Treatment of emerging growth companies.--
       ``(A) In general.--An emerging growth company shall be 
     exempt from the requirements of subsections (a) and (b).
       ``(B) Compliance after termination of emerging growth 
     company treatment.--An

[[Page 3052]]

     issuer that was an emerging growth company but is no longer 
     an emerging growth company shall include the first separate 
     resolution described under subsection (a)(1) not later than 
     the end of--
       ``(i) in the case of an issuer that was an emerging growth 
     company for less than 2 years after the date of first sale of 
     common equity securities of the issuer pursuant to an 
     effective registration statement under the Securities Act of 
     1933, the 3-year period beginning on such date; and
       ``(ii) in the case of any other issuer, the 1-year period 
     beginning on the date the issuer is no longer an emerging 
     growth company.''.
       (2) Proxies.--Section 14(i) of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78n(i)) is amended by inserting ``, for 
     any issuer other than an emerging growth company,'' after 
     ``including''.
       (3) Compensation disclosures.--Section 953(b)(1) of the 
     Investor Protection and Securities Reform Act of 2010 (Public 
     Law 111-203; 124 Stat. 1904) is amended by inserting ``, 
     other than an emerging growth company, as that term is 
     defined in section 3(a) of the Securities Exchange Act of 
     1934,'' after ``require each issuer''.
       (b) Financial Disclosures and Accounting Pronouncements.--
       (1) Securities act of 1933.--Section 7(a) of the Securities 
     Act of 1933 (15 U.S.C. 77g(a)) is amended--
       (A) by striking ``(a) The registration'' and inserting the 
     following:
       ``(a) Information Required in Registration Statement.--
       ``(1) In general.--The registration''; and
       (B) by adding at the end the following:
       ``(2) Treatment of emerging growth companies.--An emerging 
     growth company--
       ``(A) need not present more than 2 years of audited 
     financial statements in order for the registration statement 
     of such emerging growth company with respect to an initial 
     public offering of its common equity securities to be 
     effective, and in any other registration statement to be 
     filed with the Commission, an emerging growth company need 
     not present selected financial data in accordance with 
     section 229.301 of title 17, Code of Federal Regulations, for 
     any period prior to the earliest audited period presented in 
     connection with its initial public offering; and
       ``(B) may not be required to comply with any new or revised 
     financial accounting standard until such date that a company 
     that is not an issuer (as defined under section 2(a) of the 
     Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a)) is required to 
     comply with such new or revised accounting standard, if such 
     standard applies to companies that are not issuers.''.
       (2) Securities exchange act of 1934.--Section 13(a) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78m(a)) is amended 
     by adding at the end the following: ``In any registration 
     statement, periodic report, or other reports to be filed with 
     the Commission, an emerging growth company need not present 
     selected financial data in accordance with section 229.301 of 
     title 17, Code of Federal Regulations, for any period prior 
     to the earliest audited period presented in connection with 
     its first registration statement that became effective under 
     this Act or the Securities Act of 1933 and, with respect to 
     any such statement or reports, an emerging growth company may 
     not be required to comply with any new or revised financial 
     accounting standard until such date that a company that is 
     not an issuer (as defined under section 2(a) of the Sarbanes-
     Oxley Act of 2002 (15 U.S.C. 7201(a)) is required to comply 
     with such new or revised accounting standard, if such 
     standard applies to companies that are not issuers.''.
       (c) Other Disclosures.--An emerging growth company may 
     comply with section 229.303(a) of title 17, Code of Federal 
     Regulations, or any successor thereto, by providing 
     information required by such section with respect to the 
     financial statements of the emerging growth company for each 
     period presented pursuant to section 7(a) of the Securities 
     Act of 1933 (15 U.S.C. 77g(a)). An emerging growth company 
     may comply with section 229.402 of title 17, Code of Federal 
     Regulations, or any successor thereto, by disclosing the same 
     information as any issuer with a market value of outstanding 
     voting and nonvoting common equity held by non-affiliates of 
     less than $75,000,000.

     SEC. 103. INTERNAL CONTROLS AUDIT.

       Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
     7262(b)) is amended by inserting ``, other than an issuer 
     that is an emerging growth company (as defined in section 3 
     of the Securities Exchange Act of 1934),'' before ``shall 
     attest to''.

     SEC. 104. AUDITING STANDARDS.

       Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (15 
     U.S.C. 7213(a)(3)) is amended by adding at the end the 
     following:
       ``(C) Transition period for emerging growth companies.--Any 
     rules of the Board requiring mandatory audit firm rotation or 
     a supplement to the auditor's report in which the auditor 
     would be required to provide additional information about the 
     audit and the financial statements of the issuer (auditor 
     discussion and analysis) shall not apply to an audit of an 
     emerging growth company, as defined in section 3 of the 
     Securities Exchange Act of 1934. Any additional rules adopted 
     by the Board after the date of enactment of this subparagraph 
     shall not apply to an audit of any emerging growth company, 
     unless the Commission determines that the application of such 
     additional requirements is necessary or appropriate in the 
     public interest, after considering the protection of 
     investors and whether the action will promote efficiency, 
     competition, and capital formation.''.

     SEC. 105. AVAILABILITY OF INFORMATION ABOUT EMERGING GROWTH 
                   COMPANIES.

       (a) Provision of Research.--Section 2(a)(3) of the 
     Securities Act of 1933 (15 U.S.C. 77b(a)(3)) is amended by 
     adding at the end the following: ``The publication or 
     distribution by a broker or dealer of a research report about 
     an emerging growth company that is the subject of a proposed 
     public offering of the common equity securities of such 
     emerging growth company pursuant to a registration statement 
     that the issuer proposes to file, or has filed, or that is 
     effective shall be deemed for purposes of paragraph (10) of 
     this subsection and section 5(c) not to constitute an offer 
     for sale or offer to sell a security, even if the broker or 
     dealer is participating or will participate in the registered 
     offering of the securities of the issuer. As used in this 
     paragraph, the term `research report' means a written, 
     electronic, or oral communication that includes information, 
     opinions, or recommendations with respect to securities of an 
     issuer or an analysis of a security or an issuer, whether or 
     not it provides information reasonably sufficient upon which 
     to base an investment decision.''.
       (b) Securities Analyst Communications.--Section 15D of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78o-6) is 
     amended--
       (1) by redesignating subsection (c) as subsection (d); and
       (2) by inserting after subsection (b) the following:
       ``(c) Limitation.--Notwithstanding subsection (a) or any 
     other provision of law, neither the Commission nor any 
     national securities association registered under section 15A 
     may adopt or maintain any rule or regulation in connection 
     with an initial public offering of the common equity of an 
     emerging growth company--
       ``(1) restricting, based on functional role, which 
     associated persons of a broker, dealer, or member of a 
     national securities association, may arrange for 
     communications between a securities analyst and a potential 
     investor; or
       ``(2) restricting a securities analyst from participating 
     in any communications with the management of an emerging 
     growth company that is also attended by any other associated 
     person of a broker, dealer, or member of a national 
     securities association whose functional role is other than as 
     a securities analyst.''.
       (c) Expanding Permissible Communications.--Section 5 of the 
     Securities Act of 1933 (15 U.S.C. 77e) is amended--
       (1) by redesignating subsection (d) as subsection (e); and
       (2) by inserting after subsection (c) the following:
       ``(d) Limitation.--Notwithstanding any other provision of 
     this section, an emerging growth company or any person 
     authorized to act on behalf of an emerging growth company may 
     engage in oral or written communications with potential 
     investors that are qualified institutional buyers or 
     institutions that are accredited investors, as such terms are 
     respectively defined in section 230.144A and section 
     230.501(a) of title 17, Code of Federal Regulations, or any 
     successor thereto, to determine whether such investors might 
     have an interest in a contemplated securities offering, 
     either prior to or following the date of filing of a 
     registration statement with respect to such securities with 
     the Commission, subject to the requirement of subsection 
     (b)(2).''.
       (d) Post Offering Communications.--Neither the Commission 
     nor any national securities association registered under 
     section 15A of the Securities Exchange Act of 1934 may adopt 
     or maintain any rule or regulation prohibiting any broker, 
     dealer, or member of a national securities association from 
     publishing or distributing any research report or making a 
     public appearance, with respect to the securities of an 
     emerging growth company, either--
       (1) within any prescribed period of time following the 
     initial public offering date of the emerging growth company; 
     or
       (2) within any prescribed period of time prior to the 
     expiration date of any agreement between the broker, dealer, 
     or member of a national securities association and the 
     emerging growth company or its shareholders that restricts or 
     prohibits the sale of securities held by the emerging growth 
     company or its shareholders after the initial public offering 
     date.

     SEC. 106. OTHER MATTERS.

       (a) Draft Registration Statements.--Section 6 of the 
     Securities Act of 1933 (15 U.S.C. 77f) is amended by adding 
     at the end the following:
       ``(e) Emerging Growth Companies.--
       ``(1) In general.--Any emerging growth company, prior to 
     its initial public offering date, may confidentially submit 
     to the Commission a draft registration statement, for 
     confidential nonpublic review by the staff of the Commission 
     prior to public filing, provided that the initial 
     confidential submission and all amendments thereto shall be 
     publicly filed with the Commission not later than 21 days 
     before the date on which the issuer conducts a road show, as 
     such term is defined in section 230.433(h)(4) of title 17, 
     Code of Federal Regulations, or any successor thereto.
       ``(2) Confidentiality.--Notwithstanding any other provision 
     of this title, the Commission shall not be compelled to 
     disclose any information provided to or obtained by the 
     Commission pursuant to this subsection. For purposes of 
     section 552 of title 5, United States Code, this subsection 
     shall be considered a statute described in subsection 
     (b)(3)(B) of such section 552. Information described in or 
     obtained pursuant to this

[[Page 3053]]

     subsection shall be deemed to constitute confidential 
     information for purposes of section 24(b)(2) of the 
     Securities Exchange Act of 1934.''.
       (b) Tick Size.--Section 11A(c) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78k-1(c)) is amended by adding at the 
     end the following new paragraph:
       ``(6) Tick size.--
       ``(A) Study and report.--The Commission shall conduct a 
     study examining the transition to trading and quoting 
     securities in one penny increments, also known as 
     decimalization. The study shall examine the impact that 
     decimalization has had on the number of initial public 
     offerings since its implementation relative to the period 
     before its implementation. The study shall also examine the 
     impact that this change has had on liquidity for small and 
     middle capitalization company securities and whether there is 
     sufficient economic incentive to support trading operations 
     in these securities in penny increments. Not later than 90 
     days after the date of enactment of this paragraph, the 
     Commission shall submit to Congress a report on the findings 
     of the study.
       ``(B) Designation.--If the Commission determines that the 
     securities of emerging growth companies should be quoted and 
     traded using a minimum increment of greater than $0.01, the 
     Commission may, by rule not later than 180 days after the 
     date of enactment of this paragraph, designate a minimum 
     increment for the securities of emerging growth companies 
     that is greater than $0.01 but less than $0.10 for use in all 
     quoting and trading of securities in any exchange or other 
     execution venue.''.

     SEC. 107. OPT-IN RIGHT FOR EMERGING GROWTH COMPANIES.

       (a) In General.--With respect to an exemption provided to 
     emerging growth companies under this title, or an amendment 
     made by this title, an emerging growth company may choose to 
     forgo such exemption and instead comply with the requirements 
     that apply to an issuer that is not an emerging growth 
     company.
       (b) Special Rule.--Notwithstanding subsection (a), with 
     respect to the extension of time to comply with new or 
     revised financial accounting standards provided under section 
     7(a)(2)(B) of the Securities Act of 1933 and section 13(a) of 
     the Securities Exchange Act of 1934, as added by section 
     102(b), if an emerging growth company chooses to comply with 
     such standards to the same extent that a non-emerging growth 
     company is required to comply with such standards, the 
     emerging growth company--
       (1) must make such choice at the time the company is first 
     required to file a registration statement, periodic report, 
     or other report with the Commission under section 13 of the 
     Securities Exchange Act of 1934 and notify the Securities and 
     Exchange Commission of such choice;
       (2) may not select some standards to comply with in such 
     manner and not others, but must comply with all such 
     standards to the same extent that a non-emerging growth 
     company is required to comply with such standards; and
       (3) must continue to comply with such standards to the same 
     extent that a non-emerging growth company is required to 
     comply with such standards for as long as the company remains 
     an emerging growth company.

     SEC. 108. REVIEW OF REGULATION S-K.

       (a) Review.--The Securities and Exchange Commission shall 
     conduct a review of its Regulation S-K (17 C.F.R. 229.10 et 
     seq.) to--
       (1) comprehensively analyze the current registration 
     requirements of such regulation; and
       (2) determine how such requirements can be updated to 
     modernize and simplify the registration process and reduce 
     the costs and other burdens associated with these 
     requirements for issuers who are emerging growth companies.
       (b) Report.--Not later the 180 days after the date of 
     enactment of this title, the Commission shall transmit to 
     Congress a report of the review conducted under subsection 
     (a). The report shall include the specific recommendations of 
     the Commission on how to streamline the registration process 
     in order to make it more efficient and less burdensome for 
     the Commission and for prospective issuers who are emerging 
     growth companies.

              TITLE II--ACCESS TO CAPITAL FOR JOB CREATORS

     SEC. 201. MODIFICATION OF EXEMPTION.

       (a) Removal of Restriction.--Section 4(2) of the Securities 
     Act of 1933 (15 U.S.C. 77d(2)) is amended by adding before 
     the period the following: ``, whether or not such 
     transactions involve general solicitation or general 
     advertising''.
       (b) Modification of Rules.--Not later than 90 days after 
     the date of the enactment of this Act, the Securities and 
     Exchange Commission shall revise its rules issued in section 
     230.506 of title 17, Code of Federal Regulations, to provide 
     that the prohibition against general solicitation or general 
     advertising contained in section 230.502(c) of such title 
     shall not apply to offers and sales of securities made 
     pursuant to section 230.506, provided that all purchasers of 
     the securities are accredited investors. Such rules shall 
     require the issuer to take reasonable steps to verify that 
     purchasers of the securities are accredited investors, using 
     such methods as determined by the Commission.

               TITLE III--ENTREPRENEUR ACCESS TO CAPITAL

     SEC. 301. CROWDFUNDING EXEMPTION.

       (a) Securities Act of 1933.--Section 4 of the Securities 
     Act of 1933 (15 U.S.C. 77d) (as amended by section 201) is 
     further amended by adding at the end the following:
       ``(6) transactions involving the offer or sale of 
     securities by an issuer, provided that--
       ``(A) the aggregate amount sold within the previous 12-
     month period in reliance upon this exemption is--
       ``(i) $1,000,000, as such amount is adjusted by the 
     Commission to reflect the annual change in the Consumer Price 
     Index for All Urban Consumers published by the Bureau of 
     Labor Statistics, or less; or
       ``(ii) if the issuer provides potential investors with 
     audited financial statements, $2,000,000, as such amount is 
     adjusted by the Commission to reflect the annual change in 
     the Consumer Price Index for All Urban Consumers published by 
     the Bureau of Labor Statistics, or less;
       ``(B) the aggregate amount sold to any investor in reliance 
     on this exemption within the previous 12-month period does 
     not exceed the lesser of--
       ``(i) $10,000, as such amount is adjusted by the Commission 
     to reflect the annual change in the Consumer Price Index for 
     All Urban Consumers published by the Bureau of Labor 
     Statistics; and
       ``(ii) 10 percent of such investor's annual income;
       ``(C) in the case of a transaction involving an 
     intermediary between the issuer and the investor, such 
     intermediary complies with the requirements under section 
     4A(a); and
       ``(D) in the case of a transaction not involving an 
     intermediary between the issuer and the investor, the issuer 
     complies with the requirements under section 4A(b).''.
       (b) Requirements to Qualify for Crowdfunding Exemption.--
     The Securities Act of 1933 is amended by inserting after 
     section 4 the following:

     ``SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL 
                   TRANSACTIONS.

       ``(a) Requirements on Intermediaries.--For purposes of 
     section 4(6), a person acting as an intermediary in a 
     transaction involving the offer or sale of securities shall 
     comply with the requirements of this subsection if the 
     intermediary--
       ``(1) warns investors, including on the intermediary's 
     website used for the offer and sale of such securities, of 
     the speculative nature generally applicable to investments in 
     startups, emerging businesses, and small issuers, including 
     risks in the secondary market related to illiquidity;
       ``(2) warns investors that they are subject to the 
     restriction on sales requirement described under subsection 
     (e);
       ``(3) takes reasonable measures to reduce the risk of fraud 
     with respect to such transaction;
       ``(4) provides the Commission with the intermediary's 
     physical address, website address, and the names of the 
     intermediary and employees of the intermediary, and keep such 
     information up-to-date;
       ``(5) provides the Commission with continuous investor-
     level access to the intermediary's website;
       ``(6) requires each potential investor to answer questions 
     demonstrating--
       ``(A) an understanding of the level of risk generally 
     applicable to investments in startups, emerging businesses, 
     and small issuers;
       ``(B) an understanding of the risk of illiquidity; and
       ``(C) such other areas as the Commission may determine 
     appropriate by rule or regulation;
       ``(7) requires the issuer to state a target offering amount 
     and a deadline to reach the target offering amount and ensure 
     the third party custodian described under paragraph (10) 
     withholds offering proceeds until aggregate capital raised 
     from investors other than the issuer is no less than 60 
     percent of the target offering amount;
       ``(8) carries out a background check on the issuer's 
     principals;
       ``(9) provides the Commission and potential investors with 
     notice of the offering, not later than the first day 
     securities are offered to potential investors, including--
       ``(A) the issuer's name, legal status, physical address, 
     and website address;
       ``(B) the names of the issuer's principals;
       ``(C) the stated purpose and intended use of the proceeds 
     of the offering sought by the issuer; and
       ``(D) the target offering amount and the deadline to reach 
     the target offering amount;
       ``(10) outsources cash-management functions to a qualified 
     third party custodian, such as a broker or dealer registered 
     under section 15(b)(1) of the Securities Exchange Act of 1934 
     or an insured depository institution;
       ``(11) maintains such books and records as the Commission 
     determines appropriate;
       ``(12) makes available on the intermediary's website a 
     method of communication that permits the issuer and investors 
     to communicate with one another;
       ``(13) provides the Commission with a notice upon 
     completion of the offering, which shall include the aggregate 
     offering amount and the number of purchasers; and
       ``(14) does not offer investment advice.
       ``(b) Requirements on Issuers if No Intermediary.--For 
     purposes of section 4(6), an issuer who offers or sells 
     securities without an intermediary shall comply with the 
     requirements of this subsection if the issuer--
       ``(1) warns investors, including on the issuer's website, 
     of the speculative nature generally applicable to investments 
     in startups, emerging businesses, and small issuers, 
     including risks in the secondary market related to 
     illiquidity;
       ``(2) warns investors that they are subject to the 
     restriction on sales requirement described under subsection 
     (e);
       ``(3) takes reasonable measures to reduce the risk of fraud 
     with respect to such transaction;

[[Page 3054]]

       ``(4) provides the Commission with the issuer's physical 
     address, website address, and the names of the principals and 
     employees of the issuers, and keeps such information up-to-
     date;
       ``(5) provides the Commission with continuous investor-
     level access to the issuer's website;
       ``(6) requires each potential investor to answer questions 
     demonstrating--
       ``(A) an understanding of the level of risk generally 
     applicable to investments in startups, emerging businesses, 
     and small issuers;
       ``(B) an understanding of the risk of illiquidity; and
       ``(C) such other areas as the Commission may determine 
     appropriate by rule or regulation;
       ``(7) states a target offering amount and ensures that the 
     third party custodian described under paragraph (9) withholds 
     offering proceeds until the aggregate capital raised from 
     investors other than the issuer is no less than 60 percent of 
     the target offering amount;
       ``(8) provides the Commission with notice of the offering, 
     not later than the first day securities are offered to 
     potential investors, including--
       ``(A) the stated purpose and intended use of the proceeds 
     of the offering sought by the issuer; and
       ``(B) the target offering amount and the deadline to reach 
     the target offering amount;
       ``(9) outsources cash-management functions to a qualified 
     third party custodian, such as a broker or dealer registered 
     under section 15(b)(1) of the Securities Exchange Act of 1934 
     or an insured depository institution;
       ``(10) maintains such books and records as the Commission 
     determines appropriate;
       ``(11) makes available on the issuer's website a method of 
     communication that permits the issuer and investors to 
     communicate with one another;
       ``(12) does not offer investment advice;
       ``(13) provides the Commission with a notice upon 
     completion of the offering, which shall include the aggregate 
     offering amount and the number of purchasers; and
       ``(14) discloses to potential investors, on the issuer's 
     website, that the issuer has an interest in the issuance.
       ``(c) Verification of Income.--For purposes of section 
     4(6), an issuer or intermediary may rely on certifications as 
     to annual income provided by the person to whom the 
     securities are sold to verify the investor's income.
       ``(d) Information Available to States.--The Commission 
     shall make the notices described under subsections (a)(9), 
     (a)(13), (b)(8), and (b)(13) and the information described 
     under subsections (a)(4) and (b)(4) available to the States.
       ``(e) Restriction on Sales.--With respect to a transaction 
     involving the issuance of securities described under section 
     4(6), a purchaser may not transfer such securities during the 
     1-year period beginning on the date of purchase, unless such 
     securities are sold to--
       ``(1) the issuer of such securities; or
       ``(2) an accredited investor.
       ``(f) Construction.--
       ``(1) No registration as broker.--With respect to a 
     transaction described under section 4(6) involving an 
     intermediary, such intermediary shall not be required to 
     register as a broker under section 15(a)(1) of the Securities 
     Exchange Act of 1934 solely by reason of participation in 
     such transaction.
       ``(2) No preclusion of other capital raising.--Nothing in 
     this section or section 4(6) shall be construed as preventing 
     an issuer from raising capital through methods not described 
     under section 4(6).''.
       (c) Rulemaking.--Not later than 180 days after the date of 
     the enactment of this Act, the Securities and Exchange 
     Commission shall issue such rules as may be necessary to 
     carry out section 4A of the Securities Act of 1933. In 
     issuing such rules, the Commission shall consider the costs 
     and benefits of the action.
       (d) Disqualification.--Not later than 180 days after the 
     date of the enactment of this Act, the Securities and 
     Exchange Commission shall by rule or regulation establish 
     disqualification provisions under which an issuer shall not 
     be eligible to utilize the exemption under section 4(6) of 
     the Securities Act of 1933 based on the disciplinary history 
     of the issuer or its predecessors, affiliates, officers, 
     directors, or persons fulfilling similar roles. The 
     Commission shall also establish disqualification provisions 
     under which an intermediary shall not be eligible to act as 
     an intermediary in connection with an offering utilizing the 
     exemption under section 4(6) of the Securities Act of 1933 
     based on the disciplinary history of the intermediary or its 
     predecessors, affiliates, officers, directors, or persons 
     fulfilling similar roles. Such provisions shall be 
     substantially similar to the disqualification provisions 
     contained in the regulations adopted in accordance with 
     section 926 of the Dodd-Frank Wall Street Reform and Consumer 
     Protection Act (15 U.S.C. 77d note).

     SEC. 302. EXCLUSION OF CROWDFUNDING INVESTORS FROM 
                   SHAREHOLDER CAP.

       Section 12(g)(5) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78l(g)(5)) is amended--
       (1) by striking ``(5) For the purposes'' and inserting:
       ``(5) Definitions.--
       ``(A) In general.--For the purposes''; and
       (2) by adding at the end the following:
       ``(B) Exclusion for persons holding certain securities.--
     For purposes of this subsection, securities held by persons 
     who purchase such securities in transactions described under 
     section 4(6) of the Securities Act of 1933 shall not be 
     deemed to be `held of record'.''.

     SEC. 303. PREEMPTION OF STATE LAW.

       (a) In General.--Section 18(b)(4) of the Securities Act of 
     1933 (15 U.S.C. 77r(b)(4)) is amended--
       (1) by redesignating subparagraphs (C) and (D) as 
     subparagraphs (E) and (F), respectively; and
       (2) by inserting after subparagraph (B) the following:
       ``(C) section 4(6);''.
       (b) Clarification of the Preservation of State Enforcement 
     Authority.--
       (1) In general.--The amendments made by subsection (a) 
     relate solely to State registration, documentation, and 
     offering requirements, as described under section 18(a) of 
     Securities Act of 1933 (15 U.S.C. 77r(a)), and shall have no 
     impact or limitation on other State authority to take 
     enforcement action with regard to an issuer, intermediary, or 
     any other person or entity using the exemption from 
     registration provided by section 4(6) of such Act.
       (2) Clarification of state jurisdiction over unlawful 
     conduct of intermediaries, issuers, and custodians.--Section 
     18(c)(1) of the Securities Act of 1933 is amended by striking 
     ``with respect to fraud or deceit, or unlawful conduct by a 
     broker or dealer, in connection with securities or securities 
     transactions.'' and inserting the following: ``, in 
     connection with securities or securities transactions, with 
     respect to--
       ``(A) fraud or deceit;
       ``(B) unlawful conduct by a broker or dealer; and
       ``(C) with respect to a transaction described under section 
     4(6), unlawful conduct by an intermediary, issuer, or 
     custodian.''.

               TITLE IV--SMALL COMPANY CAPITAL FORMATION

     SEC. 401. AUTHORITY TO EXEMPT CERTAIN SECURITIES.

       (a) In General.--Section 3(b) of the Securities Act of 1933 
     (15 U.S.C. 77c(b)) is amended--
       (1) by striking ``(b) The Commission'' and inserting the 
     following:
       ``(b) Additional Exemptions.--
       ``(1) Small issues exemptive authority.--The Commission''; 
     and
       (2) by adding at the end the following:
       ``(2) Additional issues.--The Commission shall by rule or 
     regulation add a class of securities to the securities 
     exempted pursuant to this section in accordance with the 
     following terms and conditions:
       ``(A) The aggregate offering amount of all securities 
     offered and sold within the prior 12-month period in reliance 
     on the exemption added in accordance with this paragraph 
     shall not exceed $50,000,000.
       ``(B) The securities may be offered and sold publicly.
       ``(C) The securities shall not be restricted securities 
     within the meaning of the Federal securities laws and the 
     regulations promulgated thereunder.
       ``(D) The civil liability provision in section 12(a)(2) 
     shall apply to any person offering or selling such 
     securities.
       ``(E) The issuer may solicit interest in the offering prior 
     to filing any offering statement, on such terms and 
     conditions as the Commission may prescribe in the public 
     interest or for the protection of investors.
       ``(F) The Commission shall require the issuer to file 
     audited financial statements with the Commission annually.
       ``(G) Such other terms, conditions, or requirements as the 
     Commission may determine necessary in the public interest and 
     for the protection of investors, which may include--
       ``(i) a requirement that the issuer prepare and 
     electronically file with the Commission and distribute to 
     prospective investors an offering statement, and any related 
     documents, in such form and with such content as prescribed 
     by the Commission, including audited financial statements, a 
     description of the issuer's business operations, its 
     financial condition, its corporate governance principles, its 
     use of investor funds, and other appropriate matters; and
       ``(ii) disqualification provisions under which the 
     exemption shall not be available to the issuer or its 
     predecessors, affiliates, officers, directors, underwriters, 
     or other related persons, which shall be substantially 
     similar to the disqualification provisions contained in the 
     regulations adopted in accordance with section 926 of the 
     Dodd-Frank Wall Street Reform and Consumer Protection Act (15 
     U.S.C. 77d note).
       ``(3) Limitation.--Only the following types of securities 
     may be exempted under a rule or regulation adopted pursuant 
     to paragraph (2): equity securities, debt securities, and 
     debt securities convertible or exchangeable to equity 
     interests, including any guarantees of such securities.
       ``(4) Periodic disclosures.--Upon such terms and conditions 
     as the Commission determines necessary in the public interest 
     and for the protection of investors, the Commission by rule 
     or regulation may require an issuer of a class of securities 
     exempted under paragraph (2) to make available to investors 
     and file with the Commission periodic disclosures regarding 
     the issuer, its business operations, its financial condition, 
     its corporate governance principles, its use of investor 
     funds, and other appropriate matters, and also may provide 
     for the suspension and termination of such a requirement with 
     respect to that issuer.
       ``(5) Adjustment.--Not later than 2 years after the date of 
     enactment of the Small Company Capital Formation Act of 2011 
     and every 2 years thereafter, the Commission shall review the 
     offering amount limitation described in paragraph (2)(A) and 
     shall increase such

[[Page 3055]]

     amount as the Commission determines appropriate. If the 
     Commission determines not to increase such amount, it shall 
     report to the Committee on Financial Services of the House of 
     Representatives and the Committee on Banking, Housing, and 
     Urban Affairs of the Senate on its reasons for not increasing 
     the amount.''.
       (b) Treatment as Covered Securities for Purposes of 
     NSMIA.--Section 18(b)(4) of the Securities Act of 1933 (as 
     amended by section 303) (15 U.S.C. 77r(b)(4)) is further 
     amended by inserting after subparagraph (C) (as added by such 
     section) the following:
       ``(D) a rule or regulation adopted pursuant to section 
     3(b)(2) and such security is--
       ``(i) offered or sold on a national securities exchange; or
       ``(ii) offered or sold to a qualified purchaser, as defined 
     by the Commission pursuant to paragraph (3) with respect to 
     that purchase or sale;''.
       (c) Conforming Amendment.--Section 4(5) of the Securities 
     Act of 1933 is amended by striking ``section 3(b)'' and 
     inserting ``section 3(b)(1)''.

     SEC. 402. STUDY ON THE IMPACT OF STATE BLUE SKY LAWS ON 
                   REGULATION A OFFERINGS.

       The Comptroller General shall conduct a study on the impact 
     of State laws regulating securities offerings, or ``Blue Sky 
     laws'', on offerings made under Regulation A (17 C.F.R. 
     230.251 et seq.). The Comptroller General shall transmit a 
     report on the findings of the study to the Committee on 
     Financial Services of the House of Representatives, and the 
     Committee on Banking, Housing, and Urban Affairs of the 
     Senate not later than 3 months after the date of enactment of 
     this Act.

            TITLE V--PRIVATE COMPANY FLEXIBILITY AND GROWTH

     SEC. 501. THRESHOLD FOR REGISTRATION.

       Section 12(g)(1)(A) of the Securities Exchange Act of 1934 
     (15 U.S.C. 78l(g)(1)(A)) is amended to read as follows:
       ``(A) within 120 days after the last day of its first 
     fiscal year ended on which the issuer has total assets 
     exceeding $10,000,000 and a class of equity security (other 
     than an exempted security) held of record by 1,000 persons, 
     and''.

     SEC. 502. EMPLOYEES.

       Section 12(g)(5) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78l(g)(5)) is amended by adding at the end the 
     following: ``For purposes of determining whether an issuer is 
     required to register a security with the Commission pursuant 
     to paragraph (1), the definition of `held of record' shall 
     not include securities held by persons who received the 
     securities pursuant to an employee compensation plan in 
     transactions exempted from the registration requirements of 
     section 5 of the Securities Act of 1933.''.

     SEC. 503. COMMISSION RULEMAKING.

       The Securities and Exchange Commission shall revise the 
     definition of ``held of record'' pursuant to section 12(g)(5) 
     of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) 
     to implement the amendment made by section 502. The 
     Commission shall also adopt safe harbor provisions that 
     issuers can follow when determining whether holders of their 
     securities are accredited investors or that holders of their 
     securities received the securities pursuant to an employee 
     compensation plan in transactions that were exempt from the 
     registration requirements of section 5 of the Securities Act 
     of 1933.

                      TITLE VI--CAPITAL EXPANSION

     SEC. 601. SHAREHOLDER THRESHOLD FOR REGISTRATION.

       (a) Amendments to Section 12 of the Securities Exchange Act 
     of 1934.--Section 12(g) of the Securities Exchange Act of 
     1934 (15 U.S.C. 78l (g)) is further amended--
       (1) in paragraph (1), by amending subparagraph (B) to read 
     as follows:
       ``(B) in the case of an issuer that is a bank or a bank 
     holding company, as such term is defined in section 2 of the 
     Bank Holding Company Act of 1956 (12 U.S.C. 1841), not later 
     than 120 days after the last day of its first fiscal year 
     ended after the effective date of this subsection, on which 
     the issuer has total assets exceeding $10,000,000 and a class 
     of equity security (other than an exempted security) held of 
     record by 2,000 or more persons,''; and
       (2) in paragraph (4), by striking ``three hundred'' and 
     inserting ``300 persons, or, in the case of a bank, as such 
     term is defined in section 3(a)(6), or a bank holding 
     company, as such term is defined in section (2) of the Bank 
     Holding Company Act of 1956 (12 U.S.C. 1841), 1,200 
     persons''.
       (b) Amendments to Section 15 of the Securities Exchange Act 
     of 1934.--Section 15(d) of the Securities Exchange Act of 
     1934 (15 U.S.C. 78o(d)) is amended, in the third sentence, by 
     striking ``three hundred'' and inserting ``300 persons, or, 
     in the case of bank or a bank holding company, as such term 
     is defined in section 2 of the Bank Holding Company Act of 
     1956 (12 U.S.C. 1841), 1,200 persons''.

     SEC. 602. RULEMAKING.

       Not later than 1 year after the date of enactment of this 
     Act, the Securities and Exchange Commission shall issue final 
     regulations to implement this title and the amendments made 
     by this title.

  The Acting CHAIR. No further amendment to the bill, as amended, shall 
be in order except those printed in House Report 112-409. Each such 
further amendment may be offered only in the order printed in the 
report, by a Member designated in the report, shall be considered read, 
shall be debatable for the time specified in the report, equally 
divided and controlled by the proponent and an opponent, shall not be 
subject to amendment, and shall not be subject to a demand for division 
of the question.


                 Amendment No. 1 Offered by Mr. Fincher

  The Acting CHAIR. It is now in order to consider amendment No. 1 
printed in House Report 112-409.
  Mr. FINCHER. Mr. Chairman, I have an amendment at the desk.
  The Acting CHAIR. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Page 3, line 18, after ``(80)'' insert the following: 
     ``Emerging growth company.--''.
       Page 9, line 3, strike ``7201(a))'' and insert 
     ``7201(a)))''.
       Page 37, line 3, strike ``is amended'' and insert the 
     following: ``, as amended by section 302, is amended in 
     subparagraph (A)''.
       Page 37, beginning on line 18, strike ``holders of their 
     securities are accredited investors or that''.
       Page 38, line 16, strike ``, as such term is defined in 
     section 3(a)(6),''.
       Page 38, line 18, strike ``section (2)'' and insert 
     ``section 2''.

  The Acting CHAIR. Pursuant to House Resolution 572, the gentleman 
from Tennessee (Mr. Fincher) and a Member opposed each will control 5 
minutes.
  The Chair recognizes the gentleman from Tennessee.
  Mr. FINCHER. Mr. Chairman, I rise today, along with the gentleman 
from Delaware (Mr. Carney), to offer a technical amendment to H.R. 
3606.
  The amendment now pending would simply provide technical corrections 
to the underlying bill. Both Members and committee staff have heard 
from various groups and stakeholders affected by this bill. The 
amendment is a reflection of the technical advice given to us by these 
groups. I strongly believe that these technical changes improve the 
bill and would ask my colleagues to support this amendment.
  I reserve the balance of my time.
  Mr. HENSARLING. Mr. Chairman, I ask unanimous consent to claim the 
time in opposition to the amendment; although I'm not opposed to the 
amendment.
  The Acting CHAIR. Without objection, the gentleman from Texas is 
recognized for 5 minutes.
  There was no objection.
  Mr. HENSARLING. I want to commend, again, the gentleman from 
Tennessee and the gentleman from Delaware for this amendment that I 
believe helps improve the underlying amendment with some technical 
corrections. I would urge all Members to adopt it.
  Mr. Chairman, I yield back the balance of my time.
  Mr. FINCHER. Mr. Chairman, I yield 1 minute to my colleague, the 
gentleman from Delaware (Mr. Carney).
  Mr. CARNEY. I thank the gentleman. Being new at this, I think I was 
supposed to grab that time in opposition, but I don't oppose this 
amendment. So I stumbled there for a minute.
  I rise in support of the technical amendment that is under 
consideration at this time and also say that, in the work through the 
committee, we also had a technical amendment that was adopted by the 
committee that addressed a number of the concerns that were raised by 
Ranking Member Frank and by my good friend from Ohio (Mr. Renacci) 
consistent with this amendment that's under consideration right now.
  This is the spirit in which we've worked this bill, tried to address 
concerns that were raised both by interested parties as well as by 
individual Members. So I rise in support of the amendment.
  Mr. FINCHER. Mr. Chairman, with that, I yield back the balance of my 
time.
  The Acting CHAIR (Mr. Bishop of Utah). The question is on the 
amendment offered by the gentleman from Tennessee (Mr. Fincher).
  The amendment was agreed to.


                Amendment No. 2 Offered by Mr. McIntyre

  The Acting CHAIR. It is now in order to consider amendment No. 2 
printed in House Report 112-409.
  Mr. McINTYRE. Mr. Chairman, I rise today in support of my amendment 
to Jumpstart Our Business Startups Act and would like to speak on the 
same.
  The Acting CHAIR. The Clerk will designate the amendment.

[[Page 3056]]

  The text of the amendment is as follows:

       Page 2, line 11, insert after ``$1,000,000,000'' the 
     following: ``(as such amount is indexed for inflation every 5 
     years by the Commission to reflect the change in the Consumer 
     Price Index for All Urban Consumers published by the Bureau 
     of Labor Statistics, setting the threshold to the nearest 
     1,000,000)''.
       Page 2, line 18, insert after ``$1,000,000,000'' the 
     following: ``(as such amount is indexed for inflation every 5 
     years by the Commission to reflect the change in the Consumer 
     Price Index for All Urban Consumers published by the Bureau 
     of Labor Statistics, setting the threshold to the nearest 
     1,000,000)''.
       Page 3, line 20, insert after ``$1,000,000,000'' the 
     following: ``(as such amount is indexed for inflation every 5 
     years by the Commission to reflect the change in the Consumer 
     Price Index for All Urban Consumers published by the Bureau 
     of Labor Statistics, setting the threshold to the nearest 
     1,000,000)''.
       Page 4, line 3, insert after ``$1,000,000,000'' the 
     following: ``(as such amount is indexed for inflation every 5 
     years by the Commission to reflect the change in the Consumer 
     Price Index for All Urban Consumers published by the Bureau 
     of Labor Statistics, setting the threshold to the nearest 
     1,000,000)''.

  The Acting CHAIR. Pursuant to House Resolution 572, the gentleman 
from North Carolina (Mr. McIntyre) and a Member opposed each will 
control 5 minutes.
  The Chair recognizes the gentleman from North Carolina.
  Mr. McINTYRE. Mr. Chairman, this important amendment addresses the 
emerging growth company definition for inflation, resulting in 
providing more flexibility for businesses.
  The emerging growth company definition would ensure that our small 
businesses and start-ups thrive in our Nation's challenging economy and 
continue to create jobs that are so important to our citizens.
  Similar to other parts of the bill, the amount related to regulation 
flexibility will be adjusted for inflation to take into account 
increased costs that small companies are currently facing. This will 
allow for more businesses to be able to enjoy the regulation 
flexibility and help them start up and grow.
  Mr. Chairman, our economy continues to struggle, and many Americans 
are struggling with dwindling family finances while too many are facing 
joblessness. And no one knows better that our true job creators across 
the Nation need to be able to have relief from burdensome regulations. 
The small businesses and companies that are being hit hard by these 
regulations need relief. It is imperative that we all work together to 
reduce regulations, to get rid of these onerous regulations on our 
small businesses and help them continue to create jobs and persevere.
  My amendment, which the Congressional Budget Office has scored as 
having no cost to the Federal Government, reflects the needs and 
priorities of those small businesses and entrepreneurs across the 
Nation. By passing it today, we can truly make a difference for 
American families and businesses. Let's work together to rebuild our 
economy and put Americans back to work.
  Mr. Chairman, I yield back the balance of my time.
  Mr. HENSARLING. I ask unanimous consent, Mr. Chairman, to claim the 
time in opposition, although I'm not opposed to the amendment.
  The Acting CHAIR. Without objection, the gentleman from Texas is 
recognized for 5 minutes.
  There was no objection.
  Mr. HENSARLING. Mr. Chairman, I would like to encourage the House to 
support the amendment from the gentleman from North Carolina. I believe 
it to be very straightforward, very simple, very common sense to ensure 
that there is an inflation adjustment that is applied to the underlying 
bill.

                              {time}  1640

  I think that it's helpful. I urge, again, all Members to adopt it.
  I reserve the balance of my time.
  Mr. McINTYRE. I yield back the balance of my time.
  Mr. HENSARLING. I yield back the balance of my time.
  The Acting CHAIR. The question is on the amendment offered by the 
gentleman from North Carolina (Mr. McIntyre).
  The amendment was agreed to.


                  Amendment No. 3 Offered by Mr. Himes

  The Acting CHAIR. It is now in order to consider amendment No. 3 
printed in House Report 112-409.
  Mr. HIMES. Mr. Chairman, I have an amendment at the desk.
  The Acting CHAIR. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Page 2, line 11, strike ``$1,000,000,000'' and insert 
     ``$750,000,000''.
       Page 2, line 18, strike ``$1,000,000,000'' and insert 
     ``$750,000,000''.
       Page 2, line 18, add ``or'' at the end.
       Page 3, line 5, strike ``; or'' and insert a period.
       Page 3, strike lines 6 through 9.
       Page 3, line 20, strike ``$1,000,000,000'' and insert 
     ``$750,000,000''.
       Page 4, line 3, strike ``$1,000,000,000'' and insert 
     ``$750,000,000''.
       Page 4, line 3, add ``or'' at the end.
       Page 4, line 8, strike ``; or'' and insert a period.
       Page 4, strike lines 9 through 12.

  The Acting CHAIR. Pursuant to House Resolution 572, the gentleman 
from Connecticut (Mr. Himes) and a Member opposed each will control 5 
minutes.
  The Chair recognizes the gentleman from Connecticut.
  Mr. HIMES. Mr. Chairman, I yield myself such time as I may consume.
  Mr. Chair, my amendment is very simple. This bill that we are 
discussing today creates what we have come to describe as the IPO on-
ramp, which, for emerging growth companies, would lift some of the more 
burdensome requirements that are perhaps more appropriate for larger, 
more established companies.
  Now, the question naturally arises, how should we define an emerging 
growth company? Currently, the bill specifies that a company with 
revenues at or in excess of $1 billion would not qualify, meaning 
revenues less than that, and you could qualify to be an emerging growth 
company.
  My amendment, Mr. Chairman, and my belief is that this is far too 
expansive a definition of emerging growth companies. It's not just my 
belief. We heard in the hearing which we held on this bill from Mr. 
LeBlanc that something more like $250 million to $500 million in 
revenues would be appropriate. I offered in committee the notion 
similar to this amendment that we make the cap $750 million in 
revenues.
  The Council of Institutional Investors has sent a letter to our 
leadership expressing the same concern about the billion dollar revenue 
number. And I would just read from that letter and quote:

       We note that some of the most knowledgeable and active 
     advocates for small business capital formation have in the 
     past agreed that a company with more than $250 million of 
     public float generally has the resources and infrastructure 
     to comply with existing U.S. security regulations.

  It's hard to know--a billion dollars in revenue is an abstraction. 
Let me give you an example.
  I have a list of the IPOs that have occurred in the last couple of 
years. Currently, what I think of as a fine company, Spirit Airlines, 
with some $800 million in revenues, would qualify as an emerging growth 
company. They went public in May of 2011.
  Spirit Airlines is an established airline with 2,400 employees. They 
clearly are a company that has the capability to comply with the full 
array of protections that are there for investors and others. And I 
would note that the letter that I read from, of course, is from the 
association that is there to advocate on behalf of our investors.
  So, Mr. Chairman, my amendment is common sense. It's supported by the 
hearing that we had. It's supported by the Council of Institutional 
Investors. It is common sense, dare I use that phrase, and, therefore, 
would urge adoption so that we get this definition right.
  It's a great bill. It is good that we are making it easier for small 
and emerging companies to go public and to not bear the full burden of 
the protections that are out there, but we should get this definition 
right. We should make sure that this is a benefit that accrues to truly 
small entrepreneurial emerging companies.
  And therefore, I think $750 million in revenue is a more appropriate 
benchmark and, therefore, I propose this amendment.

[[Page 3057]]

  With that, I reserve the balance of my time.
  Mr. HENSARLING. Mr. Chair, I claim the time in opposition.
  The Acting CHAIR. The gentleman from Texas is recognized for 5 
minutes.
  Mr. HENSARLING. I yield myself as much time as I may consume.
  Mr. Chairman, again, the people of America care about jobs, they care 
about economic growth. Although we've had some recent improvement in 
our monthly unemployment figures, when we add in those who are working 
part-time who would prefer to be working full-time, and when we add in 
those who, frankly, have just given up and left the labor force, we 
know that the true unemployment rate in America is closer to 15.3 
percent.
  We know that the job engine of America is small business. And every 
big business had to start out as a small business.
  I respect the gentleman's contribution to the bill. And this is about 
line drawing. I understand that. I respect his opinion. I know the 
professional background from which he has come. But I feel like his 
amendment would take this bill in the complete opposite direction of 
where we need to take this policy for emerging growth companies.
  He used the example of Spirit Airlines. I don't have the figure at my 
fingertips, but I believe their market cap was in excess of what is 
provided for in the underlying bill, so I believe, again, they would 
not have qualified for the exemption in the first place.
  But we want to provide this on-ramp for emerging growth companies, 
so, again, we can find tomorrow's Google, we can find tomorrow's Apple. 
And yes, this is drawing some lines in the sand, but it's clearly not a 
line that seems to be of great concern to the President.
  We all know that the White House issues the Statement of 
Administration Policy, and when they have concerns about provisions in 
a piece of legislation, they have never been shy or reticent to share 
that with us. As I read the Statement of Administration Policy, the 
President doesn't seem to have a problem with where that line has been 
drawn.
  I would also point out that the companion legislation on the Senate 
side, S. 1933, introduced by Senator Schumer of New York, Democrat, 
also has a gross revenue test of $1 billion. And so it appears that the 
President supports this. Senator Schumer supports this. This is 
bipartisan support for this $1 billion figure. I think at this 
particular time in our Nation's history the American people demand we 
err on the side of creating jobs and economic growth.
  So, again, I respect the gentleman for his amendment, but I would 
urge that it be rejected.
  I reserve the balance of my time.
  Mr. HIMES. Mr. Chair, I yield 1 minute to the gentleman from 
Massachusetts (Mr. Capuano).
  Mr. CAPUANO. Mr. Chairman, I thank the gentleman for yielding.
  I believe the gentleman from Connecticut has made the salient points, 
but I do want to point out that this ``radical'' amendment, under 
current law, and current regulation, approximately 60 percent of all 
businesses are already exempt. They're exempted pursuant to a law that 
we passed in 2003, Sarbanes-Oxley, which was a bipartisan bill. 
Sarbanes, Oxley. Bipartisan.
  All this ``radical'' amendment does is simply say that we're going up 
from 60 percent to allow 80 percent of the businesses to be exempted 
from these provisions. Now, I don't think that's radical by any 
definition. I think that's reasonable. The truth is I have some 
hesitancies even at these numbers, but I do believe that it's worth 
trying because it's worth taking a shot to see if some relief will 
help.
  At the same time, it is not a wise provision to take a complete step 
backwards and say to investors that you're going to go in blind, you're 
going to be exempted from audits. This bill doesn't do that. I don't 
think that's the intent.
  The Acting CHAIR. The time of the gentleman has expired.
  Mr. HIMES. I yield an additional 30 seconds to the gentleman from 
Massachusetts.
  Mr. CAPUANO. I don't think that's the intent. I actually think this 
bill has an underlying good purpose, and I'd like to be able to support 
it. But I think that the bill goes too far, particularly in this 
provision.
  By going from 60 percent to 80 percent in one fell swoop, I think the 
risks are too high, having gone through the problems of the early 
2000s, the problems of 2008, and the potential problems that are 
lurking there every single day.
  A little extra transparency on behalf of investors is not a bad thing 
when we're only talking a handful of the largest corporations in the 
country.

                              {time}  1650

  Mr. HENSARLING. I continue to reserve the balance of my time.
  The Acting CHAIR. The gentleman from Texas has 2 minutes remaining. 
The gentleman from Connecticut's time has expired.
  Mr. HENSARLING. If the time of the gentleman from Connecticut has 
expired, in that case, Mr. Chairman, I will yield the remainder of the 
time to the gentleman from Tennessee (Mr. Fincher).
  Mr. FINCHER. I want to be clear: This bill is about new companies, 
not existing companies, but about new companies that are wanting to go 
public.
  The $1 billion revenue and $700 million in public float thresholds 
for emerging growth companies in the underlying bill were recommended 
by the nonpartisan IPO task force comprised of industry experts, such 
as venture capitalists, public investors, entrepreneurs, investment 
bankers, accountants, professors, securities attorneys, and the 
exchanges.
  If we strike the public float requirements, we break this provision's 
ties to an already defined SEC threshold. Seven hundred million in 
public float is the threshold for a company to be considered ``a large 
accelerated'' filer under SEC rules. This number is used by the SEC to 
define a mature company, meaning that the company will be able to 
handle complying with a variety of SEC regulations on day one of its 
IPO.
  The $1 billion threshold in the bill serves as a backstop to the 
SEC's definition of an accelerated filer.
  In addition, lowering the revenue thresholds would increase IPO costs 
for more companies and make the IPO path less attractive than merger 
and acquisition transactions. More mergers and less IPOs would mean 
less job creation here at home as a result of innovative companies 
being absorbed by larger purchasers, including non-U.S. companies.
  Therefore, I appreciate the gentleman's position and understand his 
wanting to go in this direction, but we cannot support this amendment.
  The Acting CHAIR. The gentleman from Texas has 15 seconds remaining.
  Mr. HENSARLING. I yield back the balance of my time.
  The Acting CHAIR. The question is on the amendment offered by the 
gentleman from Connecticut (Mr. Himes).
  The question was taken; and the Acting Chair announced that the noes 
appeared to have it.
  Mr. HIMES. Mr. Chairman, I demand a recorded vote.
  The Acting CHAIR. Pursuant to clause 6 of rule XVIII, further 
proceedings on the amendment offered by the gentleman from Connecticut 
will be postponed.


          Amendment No. 4 Offered by Ms. Jackson Lee of Texas

  The Acting CHAIR. It is now in order to consider amendment No. 4 
printed in House Report 112-409.
  Ms. JACKSON LEE of Texas. I have an amendment at the desk.
  The Acting CHAIR. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Page 3, line 5, strike ``or''.
       Page 3, after line 5, insert the following:
       ``(C) the date on which such issuer has, during the 
     previous 3-year period, issued more than $1,000,000,000 in 
     non-convertible debt; or''.
       Page 3, line 6, strike ``(C)'' and insert ``(D)''.
       Page 4, line 8, strike ``or''.
       Page 4, after line 8, insert the following:
       ``(C) the date on which such issuer has, during the 
     previous 3-year period, issued more than $1,000,000,000 in 
     non-convertible debt; or''.

[[Page 3058]]

       Page 4, line 9, strike ``(C)'' and insert ``(D)''.

  The Acting CHAIR. Pursuant to House Resolution 572, the gentlewoman 
from Texas (Ms. Jackson Lee) and a Member opposed each will control 5 
minutes.
  The Chair recognizes the gentlewoman from Texas.
  Ms. JACKSON LEE of Texas. Let me acknowledge, first of all, the 
combined efforts that have generated this approach to putting Americans 
back to work. Let me acknowledge the manager that is on the floor, 
Congresswoman Waters, for her enormous leadership on many of these 
issues, as well as the ranking member of the full committee; Mr. Frank, 
who certainly has served and exercised his willingness to deal with 
questions of these markets; and, of course, my friend from Texas who is 
managing this and is, again, I hope working with us in a bipartisan way 
on some very serious matters.
  Again, let me emphasize that the most effective way to reduce our 
deficit is to put Americans back to work. My amendment in this 
legislation deals with acknowledging that the emerging companies under 
this legislation--provides for 5 years from the date of the EGC's 
initial public offering; 2, the date an EGC has $1 billion in annual 
growth; and then the date the EGC becomes ``a large accelerated 
filer,'' which is defined by the Securities and Exchange; a number of 
provisions to, in essence, help small businesses. This is an important 
principle. But my amendment adds a requirement that a company would not 
be considered an emerging growth company, an EGC, if it has issued more 
than $1 billion in nonconvertible debt over the prior 3 years.
  Let me suggest that we are doing better than many of us might think. 
Many aspects of this bill, for example, will help community banks, 
which will help other small businesses. But if we look to the economy 
as we speak, the private sector unemployment has grown for 23 straight 
months, the economy has grown for 10 straight quarters, overall 
business investment is going up, corporate profits are up, as are 
investments in equipment and software, and exports have been a source 
of growth.
  But emerging growth of small businesses needs the extra push, because 
when you think of the backbone of America, you think of small 
businesses. As a matter of fact, it is not uncommon for a company to be 
financed with debt as opposed to equity, and that while $1 billion is 
not what it used to be, it is still a pretty substantial sum of money.
  So what I am saying is I want to help small businesses, but I also 
want to ensure that we do not expand this legislation where it is not 
actually helping those smaller emergent growth companies that truly are 
in need. For years, both Wall Street and big banks lacked the requisite 
government and oversight accountability, and I believe that it is 
important to ensure continued oversight but continued help for these 
particular companies.
  With that, I'd ask my colleagues to support this amendment, and I 
reserve the balance of my time.
  Mr. HENSARLING. I claim time in opposition.
  The Acting CHAIR. The gentleman from Texas is recognized for 5 
minutes.
  Mr. HENSARLING. I'm not, frankly, certain I'm in opposition to the 
gentlelady's amendment, and I appreciate her bringing it to the floor.
  If she would yield for a question, I'm just trying to understand the 
purpose of her amendment, and what is the deficiency in the underlying 
bill that she seeks to address with this amendment would be that 
question.
  I would be happy to yield to the gentlelady.
  Ms. JACKSON LEE of Texas. I thank the gentleman.
  Mr. HENSARLING. I'm inquiring as to the perceived deficiency in the 
underlying bill that you seek to address with your amendment, and I 
would be happy to yield to my friend from Texas.
  Ms. JACKSON LEE of Texas. I like the concept of emerging growth, and 
I think the concept is to build these businesses up, to give them 
greater opportunities. What I am suggesting is that, the amendment 
suggests that if you have issued more than a billion dollars, you have 
grown sufficiently to have an additional standard or a different 
standard. This particular amendment suggests that we have a framework 
for emerging growth.
  Mr. HENSARLING. I have one other question for the gentlelady.
  On the 3-year period, I'm just curious as to the thought or purpose 
behind that particular selection of a 3-year period.
  I'd be once again be happy to yield to my friend, the gentlelady from 
Texas.
  Ms. JACKSON LEE of Texas. I'd tell my good friend, it is not 3 years.
  I thought that was an appropriate framework for a billion dollars. If 
you spread it out over a period of time, that's $300 million to $400 
million a year.
  Let me just say that I think the concept is so important, to my 
friend from Texas, that a friendly modification would be welcomed in 
the timeframe. But I think the billion dollars is an appropriate 
standard, if you will, for trying to ensure that we really do boost and 
give latitude to emerging growth companies.
  Mr. HENSARLING. I thank the gentlelady for her responses.
  I reserve the balance of my time.
  Ms. JACKSON LEE of Texas. Let me just conclude my remarks, and if I 
might, let me yield to the gentleman, because I did not hear him 
clearly. Let me yield to the gentleman from Texas.
  I'd like to raise the question, I did not hear your support or 
opposition to this initiative.
  Mr. HENSARLING. Is the gentlelady yielding?
  Ms. JACKSON LEE of Texas. I'm hoping for a good bipartisan effort 
here, but I am yielding to the gentleman.
  Mr. HENSARLING. Yes, the gentlelady was very perceptive in her 
hearing. I was contemplating the answers that the gentlelady gave. At 
this time, I do not intend to oppose the amendment.
  Ms. JACKSON LEE of Texas. The gentleman is very kind.
  So let me just say, as my leader on the floor was trying to get an 
inquiry about it--and you always take a gift quickly and you say 
``thank you''--I think that this will add to the confidence of this 
legislation.
  And as I indicated, though this is not specifically to this point, I 
want to make sure that we're helping community banks provide more 
lending and access to small businesses. I want to make sure that we, 
under the definition of this bill, help emerging growth companies, as 
well, be stronger and, as well, to be part of the creation of jobs 
putting Americans back to work.
  With that, I ask my colleagues to support the Jackson Lee amendment.
  Mr. Chair, I rise today to offer my amendment No. 4 to H.R. 3606 
``The Reopening American Capital Markets to Emerging Growth Companies 
Act of 2011.'' My amendment would create a five-year ``on-ramp'' for 
smaller companies to comply with certain provisions of Sarbanes-Oxley 
and Dodd-Frank.
  In the bill, Emerging Growth Companies are exempted from certain 
regulatory requirements until the earliest of three dates: (1) five 
years from the date of the EGC's initial public offering; (2) the date 
an EGC has $1 billion in annual gross revenue; or (3) the date an EGC 
becomes a ``large accelerated filer, which is defined by the Securities 
and Exchange Commission (SEC) as a company that has a worldwide public 
float of $700 million or more.
  H.R. 3606 thus provides temporary regulatory relief to small 
companies, which encourages them to go public, yet ensures their 
eventual compliance with regulatory requirements as they grow larger.
  I agree in principle that it is important to modernize and improve 
the ability of a company to raise capital in today's environment, but I 
am concerned H.R. 3606 goes beyond what is necessary at the expense of 
protecting the investor.
  My amendment adds a requirement that a company would NOT be 
considered an ``emerging growth company'' (EGC) if it has issued more 
than $1 billion in non-convertible debt over the prior three years.
  As a matter of fact, it is not uncommon for a company to be financed 
with debt as opposed to equity, and that while $1 billion dollars is 
not what it used to be---it is still a pretty substantial sum of money. 
Frankly, Mr.

[[Page 3059]]

Chair, a company that size needs to have some oversight to protect the 
public.
  For years, both Wall Street and big banks lacked the requisite 
government oversight and accountability. Relying on Wall Street and big 
banks to police themselves resulted in the worst financial crisis since 
the Great Depression, the loss of 8 million jobs, failed businesses, a 
drop in housing prices, and wiped out personal savings.
  We must restore responsibility and accountability in our financial 
system to give Americans confidence that there is a system in place 
that works for and protects them. We must create a sound foundation to 
grow the economy and create jobs.
  To wit--this debt financing might be tax deductible, whereas the 
equity financing typically is not--which gives debt financing a 
distinct advantage.
  H.R. 3606 encourages emerging growth companies (EGCs) to access the 
public capital markets by temporarily exempting EGCs from some 
registration procedures, prohibitions on initial public offering (IPO) 
communications, and independent audits of internal controls over 
financial reporting, among other exemptions.
  I encourage my colleagues to vote for this amendment to H.R. 3606 
that adds a requirement that a company not be considered to be as an 
``emerging growth company,'' if it has issued more than $1 billion in 
non-convertible debt over the prior three years.
  Mr. Chair, let's continue to protect the investing public.
  I yield back the balance of my time.
  Mr. HENSARLING. I yield back the balance of my time.

                              {time}  1700

  The Acting CHAIR. The question is on the amendment offered by the 
gentlewoman from Texas (Ms. Jackson Lee).
  The amendment was agreed to.


                 Amendment No. 5 Offered by Mr. Ellison

  The Acting CHAIR. It is now in order to consider amendment No. 5 
printed in House Report 112-409.
  Mr. ELLISON. I have an amendment at the desk.
  The Acting CHAIR. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Page 5, strike line 7 and all that follows through page 6, 
     line 13 (and redesignate succeeding paragraphs accordingly).

  The Acting CHAIR. Pursuant to House Resolution 572, the gentleman 
from Minnesota (Mr. Ellison) and a Member opposed each will control 5 
minutes.
  The Chair recognizes the gentleman from Minnesota.
  Mr. ELLISON. Mr. Chair, this amendment is very simple. We brought 
this up in committee. I would like the whole body to be able to get a 
chance to have their say on Say on Pay. Say on Pay is a good, 
commonsense thing that empowers investors. It allows shareholders and 
companies to be able to say, Do I believe that the CEO pay in this 
company is too high?
  Companies are not exercising the right to approve or to have a 
nonbinding vote on pay. As a matter of fact, Nabors Industries 
announced that its former CEO agreed to waive a $100 million 
termination payment, and that was regarded as a rare win for 
shareholders. In light of this, I would like to submit for the Record 
and for the purpose of this debate, an article entitled, ``A Rare Win 
for Say on Pay.''
  Now, this is a bill that I would like to support. I think it's a good 
idea. The fact of the matter is--Mr. Chair, you would be shocked to 
know--that we actually, I think, passed this bill out of our committee 
without any dissenting votes.
  The issue remains that there are a lot of advantages to this bill. It 
relieves the emerging growth companies of the pretty hefty burden of 
complying with 404(b) of Sarbanes-Oxley. It allows them to escape the 
obligation of providing 3 years of audited financial statements. 
Although I think they're good for our system with regard to controls, 
these things are costly and do take a toll.
  Do you know what, Mr. Chair? Say on Pay is not costly, and it's not 
burdensome. It empowers investors and makes them more engaged and gives 
them greater reason to be plugged into what the company is doing.
  I have a letter from the Council of Institutional Investors that I 
would also like to submit for the Record. They are concerned about this 
section that would waive Say on Pay because it would effectively limit 
the shareholders' ability to voice their concerns about executive 
compensation packages.

                 [From Real-Time Advice, Feb. 6, 2012]

                       A Rare Win for Say on Pay

                           (By Sarah Morgan)

       NABORS INDUSTRIES' (NBR) announcement that its former CEO 
     agreed to waive a $100 million termination payment was a rare 
     win for shareholders, who experts say often gripe about 
     excessive compensation but rarely act.
       Under pressure from shareholders, who voted against Nabors' 
     pay packages and directors in a recent proxy voting, the oil 
     drilling company said this morning that former CEO Eugene 
     Isenberg will waive the huge payout. Instead, his estate will 
     receive a payment of $6.6 million plus interest upon his 
     death. ``Isenberg has more than enough money. So having him 
     defer this $100 million is a good thing for shareholders,'' 
     says Stephen Ellis, a Morningstar equity analyst.
       In recent years, compensation has become a lightning rod 
     for criticism from investor advocates, who say poorly 
     designed pay policies often give executives the wrong 
     incentives. Instead, shareholders want to see management paid 
     for performance, says Jesse Fried, a professor of law at 
     Harvard University. Nabors' $100 million payment was a 
     perfect example of ``pay for failure,'' he says. ``There's a 
     lot of things that are wrong with pay practices in the United 
     States, but this was particularly egregious, so it's not 
     surprising it drew shareholder anger,'' he says.
       This case also proves that shareholder outrage has an 
     impact: Boards pay attention, and companies do change their 
     policies, Fried says. ``Pressure matters, and investors 
     shouldn't feel shy about applying it,'' he says.
       Thanks to the Dodd-Frank financial reform bill, and to the 
     recession, investors are now paying more attention than ever 
     to compensation issues, says Michael Littenberg, a partner at 
     Schulte Roth & Zabel LLP who focuses on corporate governance 
     issues. The Dodd-Frank bill required annual (though non-
     binding) say on pay votes, and companies do take those votes 
     very seriously, because a few companies whose pay policies 
     haven't passed muster have been sued by shareholders, 
     Littenberg says.
       But investors aren't taking as much advantage of this new 
     power as some had hoped (or feared). Last year (the first 
     with the new say on pay rule in place), shareholders voted 
     down pay policies at only 36 companies in the Russell 3000, 
     or 1.6%, although roughly another 350 companies saw their 
     policies pass with low enough votes that they'd be considered 
     at risk for a ``no'' vote in the future, Littenberg says.
       Nabors is one of the few companies that has suffered a 
     ``no'' vote on its pay practices, according to Governance 
     Metrics International, an independent research firm. ``We 
     have long rated Nabors poorly, because of concerns over poor 
     compensation practices,'' including ``a bonus formula rarely 
     seen in modern practice with no measure against a peer 
     group,'' says Greg Ruel, a research associate with GMI.
       Many companies that see ``no'' votes or worryingly low 
     ``yes'' votes do make some changes, but they don't always 
     change the actual pay policy, Littenberg says. Some companies 
     might try to better explain how pay is determined, or simply 
     sit down with institutional shareholders to figure out what's 
     most important to investors, he says. Of course, individual 
     shareholders aren't privy to those conversations.
       All observers agree that Isenberg had long enjoyed an 
     unusually lavish compensation package. He was 
     ``extraordinarily well paid,'' in part because of an unusual 
     compensation plan that was put in place back in 1987, when he 
     took on the CEO role to lead the company out of bankruptcy, 
     Ellis says. His contract with the company entitled him to a 
     cash bonus of 10% of any amount of the company's cash flow 
     that exceeded 10% of average shareholder equity. This 
     arrangement made his pay work more like a hedge fund 
     manager's than like a typical CEO's, Morningstar's Ellis 
     says.
       Since the current CEO, Tony Petrello, took over, the 
     company has taken some other steps that show it's responding 
     to widespread shareholder anger over pay practices, Ellis 
     says. They're now going to allow their board of directors to 
     be elected by a majority instead of a plurality, making it 
     easier for shareholders to vote out directors they're not 
     happy with, and hold annual ``say-on-pay'' votes. However, 
     Petrello is still being paid in a similar hedge-fund-like 
     fashion, getting a percentage of cash flow above a certain 
     benchmark, and while the recent shareholder-friendly moves 
     are good signs, it would certainly be better for investors if 
     the company got rid of this unusual pay policy, Ellis says.
       A spokesman for the company said that Isenberg, who holds 
     more than 8 million shares of Nabors, decided that waiving 
     the payment was best for his fellow shareholders, and that 
     the company views the decision as ``positive,'' but declined 
     to comment on whether any other changes would be made to pay 
     policies in the future.

[[Page 3060]]

     
                                  ____
                                          Council of Institutional


                                                    Investors,

                                                    March 7, 2012.
     Hon. John Boehner,
     Speaker, House of Representatives, Washington, DC.
     Hon. Nancy Pelosi Minority Leader, House of Representatives,
     Washington, DC.
       Dear Speaker Boehner and Minority Leader Pelosi: As a 
     nonprofit, nonpartisan association of public, corporate and 
     union pension plans, and other employee benefit funds, 
     foundations and endowments with combined assets that exceed 
     $3 trillion, the Council of Institutional Investors (Council) 
     is committed to protecting the retirement savings of millions 
     of American workers. With that commitment in mind, and in 
     anticipation of the upcoming vote on the ``Jumpstart Our 
     Business Startups (JOBS) Act,'' we would like to share with 
     you some of our deep concerns about Title I of the proposed 
     legislation.
       Our questions and concerns about Title I are grounded in 
     the Council's membership approved corporate governance best 
     practices. Those policies explicitly reflect our members' 
     view that all companies, including ``companies in the process 
     of going public should practice good corporate governance.'' 
     Thus, we respectfully request that you consider changes to, 
     or removal of, the following provisions of Title I:


                              Definitions

       We question the appropriateness of the qualities defining 
     the term ``emerging growth company'' (EGC) as set forth in 
     Sec. 101(a) and 101(b).
       As you are aware, under Sec. 101(a) and 101(b), a company 
     would qualify for special status for up to five years, so 
     long as it has less than $1 billion in annual revenues and 
     not more than $700 million in public float following its 
     initial public offering (IPO). The Council is concerned that 
     those thresholds may be too high in establishing an 
     appropriate balance between facilitating capital formation 
     and protecting investors.
       For example, we note that some of the most knowledgeable 
     and active advocates for small business capital formation 
     have in the past agreed that a company with more than $250 
     million of public float generally has the resources and 
     infrastructure to comply with existing U.S. securities 
     regulations. We, therefore, urge you to reevaluate the basis 
     for the proposed thresholds defining an EGC.


                         Disclosure Obligations

       We have concerns about Sec. 102(a)(1) because it would 
     effectively limit shareowners' ability to voice their 
     concerns about executive compensation practices.
       More specifically, Sec. 102(a)(1) would revoke the right of 
     shareowners, as owners of an EGC, to express their opinion 
     collectively on the appropriateness of executive pay packages 
     and severance agreements.
       The Council's longstanding policy on advisory shareowner 
     votes on executive compensation calls on all companies to 
     ``provide annually for advisory shareowner votes on the 
     compensation of senior executives.'' The Investors Working 
     Group echoed the Council's position in its July 2009 report 
     entitled U.S. Financial Regulatory Reform: The Investors' 
     Perspective.
       Advisory shareowner votes on executive compensation and 
     golden parachutes efficiently and effectively encourage 
     dialogue between boards and shareowners about pay concerns 
     and support a culture of performance, transparency and 
     accountability in executive compensation. Moreover, 
     compensation committees looking to actively rein in executive 
     compensation can utilize the results of advisory shareowner 
     votes to defend against excessively demanding officers or 
     compensation consultants.
       The 2011 proxy season has demonstrated the benefits of 
     nonbinding shareowner votes on pay. As described in Say on 
     Pay: Identifying Investors Concerns:
       Compensation committees and boards have become much more 
     thoughtful about their executive pay programs and pay 
     decisions. Companies and boards in particular are 
     articulating the rationale for these decisions much better 
     than in the past. Some of the most egregious practices have 
     already waned considerably, and may even disappear entirely.
       As the U.S. House of Representatives deliberates the 
     appropriateness of disenfranchising certain shareowners from 
     the right to express their views on a company's executive 
     compensation package, we respectfully request that the 
     following factors be considered:
       1. Companies are not required to change their executive 
     compensation programs in response to the outcome of a say on 
     pay or golden parachutes vote. Securities and Exchange 
     Commission (SEC) rules simply require that companies discuss 
     how the vote results affected their executive compensation 
     decisions.
       2. The SEC approved a two-year deferral for the say on pay 
     rule for smaller U.S. companies. As a result, companies with 
     less than $75 million in market capitalization do not have to 
     comply with the rule until 2013, thus the rule's impact on 
     IPO activity is presumably unknown. We, therefore, question 
     whether there is a basis for the claim by some that advisory 
     votes on pay and golden parachutes are an impediment to 
     capital formation or job creation.
       We also have concerns about Sec. 102(a)(2) because it would 
     potentially reduce the ability of investors to evaluate the 
     appropriateness of executive compensation.
       More specifically, Sec. 102(a)(2) would exempt an EGC from 
     Sec. 14(i) of the Securities Exchange Act of 1934, which 
     would require a company to include in its proxy statement 
     information that shows the relationship between executive 
     compensation actually paid and the financial performance of 
     the issuer.
       We note that the SEC has yet to issue proposed rules 
     relating to the disclosure of pay versus performance required 
     by Sec. 14(i). As a result, no public companies are currently 
     required to provide the disclosure. We, therefore, again 
     question whether a disclosure that has not yet even been 
     proposed for public comment is impeding capital formation or 
     job creation.
       Our membership approved policies emphasize that executive 
     compensation is one of the most critical and visible aspects 
     of a company's governance. Executive pay decisions are one of 
     the most direct ways for shareowners to assess the 
     performance of the board and the compensation committee.
       The Council endorses reasonable, appropriately structured 
     pay-for-performance programs that reward executives for 
     sustainable, superior performance over the long-term. It is 
     the job of the board of directors and the compensation 
     committee to ensure that executive compensation programs are 
     effective, reasonable and rational with respect to critical 
     factors such as company performance.
       Transparency of executive compensation is a primary concern 
     of Council members. All aspects of executive compensation, 
     including all information necessary for shareowners to 
     understand how and how much executives are paid should be 
     clearly, comprehensively and promptly disclosed in plain 
     English in the annual proxy statement.
       Transparency of executive pay enables shareowners to 
     evaluate the performance of the compensation committee and 
     the board in setting executive pay, to assess pay-for-
     performance links and to optimize their role in overseeing 
     executive compensation through such means as proxy voting. It 
     is, after all, shareowners, not executives, whose money is at 
     risk.


                   Accounting and Auditing Standards

       We have concerns about Sec. 102(b)(2) and Sec. 104 because 
     those provisions would effectively impair the independence of 
     private sector accounting and auditing standard setting, 
     respectively.
       More specifically, Sec. 102(b)(2) would prohibit the 
     independent private sector Financial Accounting Standards 
     Board from exercising their own expert judgment, after a 
     thorough public due process in which the views of investors 
     and other interested parties are solicited and carefully 
     considered, in determining the appropriate effective date for 
     new or revised accounting standards applicable to EGCs.
       Similarly, Sec. 104 would prohibit the independent private 
     sector Public Company Accounting Oversight Board from 
     exercising their own expert judgment, after a thorough public 
     due process in which the view of investors and other 
     interested parties are solicited and carefully considered, in 
     determining improvements to certain standards applicable to 
     the audits of EGCs.
       The Council's membership ``has consistently supported the 
     view that the responsibility to promulgate accounting and 
     auditing standards should reside with independent private 
     sector organizations.'' Thus, the Council opposes legislative 
     provisions like Sec. 102(b)(2) and Sec. 104 that override or 
     unduly interfere with the technical decisions and judgments 
     (including the timing of the implementation of standards) of 
     private sector standard setters.
       A 2010 joint letter by the Council, the American Institute 
     of Certified Public Accountants, the Center for Audit 
     Quality, the CFA Institute, the Financial Executives 
     International, the Investment Company Institute, and the U.S. 
     Chamber of Commerce explains, in part, the basis for the 
     Council's strong support for the independence of private 
     sector standard setters:
       We believe that interim and annual audited financial 
     statements provide investors and companies with information 
     that is vital to making investment and business decisions. 
     The accounting standards underlying such financial statements 
     derive their legitimacy from the confidence that they are 
     established, interpreted and, when necessary, modified based 
     on independent, objective considerations that focus on the 
     needs and demands of investors--the primary users of 
     financial statements. We believe that in order for investors, 
     businesses and other users to maintain this confidence, the 
     process by which accounting standards are developed must be 
     free--both in fact and appearance--of outside influences that 
     inappropriately benefit any particular participant or group 
     of participants in the financial reporting system to the 
     detriment of investors, business and the capital markets. We 
     believe political influences that dictate one particular 
     outcome for an accounting standard without the benefit of 
     public due process

[[Page 3061]]

     that considers the views of investors and other stakeholders 
     would have adverse impacts on investor confidence and the 
     quality of financial reporting, which are of critical 
     importance to the successful operation of the U.S. capital 
     markets.


                        Internal Controls Audit

       We have concerns about Sec. 103 because that provision 
     would, in our view, unwisely expand the existing exemption 
     for most public companies from the requirement to have 
     effective internal controls.
       More specifically, Sec. 103 would exempt an EGC from the 
     requirements of Section 404(b) of the Sarbanes-Oxley Act of 
     2002 (SOX). That section requires an independent audit of a 
     company's assessment of its internal controls as a component 
     of its financial statement audit.
       The Council has long been a proponent of Section 404 of 
     SOX. We believe that effective internal controls are critical 
     to ensuring investors receive reliable financial information 
     from public companies.
       We note that Section 989G(a) of the Dodd-Frank Wall Street 
     Reform and Consumer Protection Act (Dodd-Frank) already 
     exempts most public companies, including all smaller 
     companies, from the requirements of Section 404(b). We also 
     note that Section 989G(b) of Dodd-Frank required the SEC to 
     conduct a study on ``how the Commission could reduce the 
     burden of complying with section 404(b) . . . while 
     maintaining investor protections . . .
       The SEC study, issued April 2011, revealed that (1) there 
     is strong evidence that the provisions of Section 404(b) 
     ``improves the reliability of internal control disclosures 
     and financial reporting overall and is useful to investors,'' 
     and (2) that the ``evidence does not suggest that granting an 
     exemption [from Section 404(b)] . . . would, by itself, 
     encourage companies in the United States or abroad to list 
     their IPOs in the United States.'' Finally, and importantly, 
     the study recommends explicitly against--what Sec. 103 
     attempts to achieve--a further expansion of the Section 
     404(b) exemption.


      Availability of Information about Emerging Growth Companies

       Finally, we have concerns about Sec. 105 because it appears 
     to potentially create conflicts of interest for financial 
     analysts.
       More specifically, we agree with the U.S. Chamber of 
     Commerce that the provisions of Sec. 105 as drafted ``may be 
     a blurring of boundaries that could create potential 
     conflicts of interests between the research and investment 
     components of broker-dealers.'' The Council membership 
     supports the provisions of Section 501 of SOX and the Global 
     Research Analyst Settlement. Those provisions bolstered the 
     transparency, independence, oversight and accountability of 
     research analysts.
       While the Council welcomes further examination of issues, 
     including potential new rules, relating to research analysts 
     as gatekeepers, it generally does not support legislative 
     provisions like Sec. 105 that would appear to weaken the 
     aforementioned investor protections.
       The Council respectfully requests that you carefully 
     consider our questions and concerns about the provisions of 
     the JOBS Act. If you should have any questions or require any 
     additional information about the Council or the contents of 
     this letter, please feel free to contact me at 202.261.7081 
     or J[email protected], or Senior Analyst Laurel Leitner at 
     202.658.9431 or L[email protected].
           Sincerely,
                                                     Jeff Mahoney,
                                                  General Counsel.

  With that, Mr. Chair, as I have with me today Members who want to 
offer some remarks in support, I will inquire as to how much time I 
have remaining.
  The Acting CHAIR. The gentleman has 2\1/2\ minutes remaining.
  Mr. ELLISON. I reserve the balance of my time.
  Mr. HENSARLING. I rise in opposition to the amendment.
  The Acting CHAIR. The gentleman from Texas is recognized for 5 
minutes.
  Mr. HENSARLING. Mr. Chairman, again, when we add in those who want 
full-time work and yet have part-time work, those who have given up and 
have left the labor force, those who have been unemployed for weeks and 
months on end, we know that the true unemployment rate in America is, 
regrettably, close to 15.3 percent.
  Jobs is the number one concern, jobs and the economic growth of the 
American people, and it has to be our number one concern as well. And 
as ever well-intentioned as the gentleman from Minnesota's amendment 
is, it is not one particular regulatory burden; it is the cumulative 
impact of them all that is inhibiting job growth in America today.
  Anytime I talk to small business people in the Fifth District of 
Texas, which I have the honor and privilege of representing, and 
whether I'm talking to small business people or, frankly, to Fortune 50 
CEOs, this is what they tell me: it is the government red tape. Now, it 
doesn't mean all regulation is bad, but we have to look at the 
cumulative impact, particularly in the midst of what our constituents 
view as a crisis.
  John Mackey, cofounder and CEO of Whole Foods Market:

       In some cases, regulations have gone too far, and it really 
     makes it difficult for small businesses. There's too much 
     bureaucracy and red tape. Taxes on businesses are very high. 
     So we're not creating the enabling conditions that allow 
     businesses to get started.

  Again, on a bipartisan piece of legislation that is supported by the 
President of the United States, most of the provisions have been 
overwhelmingly supported either on the House floor or in the Financial 
Services Committee. Regrettably, the gentleman from Minnesota's 
amendment takes a huge step backwards and makes it more difficult for 
these emerging growth companies to get started.
  Now, I understand his particular concern on Say on Pay, but I would 
note that emerging growth companies still have to disclose their 
executive compensation arrangements to shareholders in their SEC 
filings in the same way that the SEC requires for smaller reporting 
companies. How many votes do you want to compel shareholders to take, 
particularly on emerging growth companies?
  We could require votes on patent filings. We could require votes on 
the retention of the accounting firm. Maybe we could require it on the 
acquisition of real estate. Perhaps shareholders should be compelled to 
vote to ratify any particular union contract. Maybe we should compel a 
vote on the IT system. We could go to the ridiculous. Maybe we have to 
have shareholder votes to choose between Coke and Pepsi in the break 
room, or as to whether or not the coffee is organically grown or not 
organically grown. What is the company logo?
  At some point, it begs the question: Are we here to stand up for 
shareholder value or for somebody's subjective, personal values, which 
I respect, but which, again, can harm emerging growth companies as 
they're trying to grow jobs and the economy.
  I reserve the balance of my time.
  Mr. ELLISON. I yield 1 minute to the gentleman from Massachusetts 
(Mr. Capuano).
  Mr. CAPUANO. I thank the gentleman for yielding.
  This argument makes no sense to me. If we are interested in creating 
jobs, how does it hurt jobs by simply allowing the people who actually 
own the company, the shareholders, the ability to have a nonbinding 
vote on the pay of their CEO? By the way, if they choose to pay the CEO 
a gazillion dollars, that's fine. It's their money. They can do what 
they want with it. If, however, they choose to cut the CEO's salary, 
maybe they could use some of that money to actually create more jobs.
  This amendment doesn't affect the creation of one job. It simply 
recognizes the fact that shareholders own the company. They should be 
able to decide how to spend their money. Some people have not liked 
this provision since it was adopted. This is simply an opportunity to 
take a bite out of something they've never liked. It has no effect 
whatsoever on the creation of a job. And I would dare say to empower 
the shareholders might actually free up some corporate money in order 
to hire one or two more people.
  Mr. HENSARLING. Mr. Chairman, how much time remains on both sides, 
please?
  The Acting CHAIR. Both sides have 1\1/2\ minutes remaining.
  Mr. HENSARLING. I continue to reserve the balance of my time.
  Mr. ELLISON. I yield 1 minute to the gentleman from Massachusetts, 
Mr. Stephen Lynch.
  Mr. LYNCH. I want to thank the gentleman for yielding.
  The gentleman from Minnesota has a very good amendment here. Here is 
what we're talking about.
  This would strengthen title I by keeping in place the requirement 
that all public companies, including emerging growth companies, hold a 
nonbinding shareholder vote on executive compensation and golden 
parachutes once every 3 years. One vote. They're having a meeting 
anyway. These are

[[Page 3062]]

the companies that we know the least about. We support the underlying 
bill, but we think that requiring a nonbinding vote once every 3 years 
is good for the shareholders.
  The question is: Will this inhibit the operation of these emerging 
growth companies? No, it will not.
  I think the gentleman from Minnesota has a great amendment here. 
These are the companies we know the least about. They have the shortest 
track records. These shareholders and investors are taking a leap of 
faith, and this would allow them to have a vote on the CEO salaries and 
also on the golden parachutes, so I ask Members to support the 
amendment.
  Mr. HENSARLING. Mr. Chairman, I yield the balance of my time to the 
gentleman from Tennessee (Mr. Fincher).

                              {time}  1710

  Mr. FINCHER. I thank the gentleman from Texas for yielding.
  The SEC already provides smaller reporting companies with an 
additional year to comply with executive-compensation disclosure and 
say-on-pay vote compliance.
  This bill would simply extend the extension to emerging growth 
companies during the on-ramp period. They would still disclose 
compensation arrangements to shareholders in the same way that the SEC 
requires for smaller reporting companies, we think, forcing shareholder 
votes on internal issues such as compensation levels, risk, undermining 
the emerging growth companies' ability to exercise independent judgment 
on behalf of all the corporation's shareholders. The bottom line here 
is that we must spare emerging growth companies from the costly 
litigation that could result if an emerging growth company's board of 
directors reject or refuse to abide by the results of the shareholder 
vote.
  I would just remind all of my colleagues the President is supporting 
this jobs bill. We think this is something that will really, really put 
Americans back to work.
  The Acting CHAIR. The gentleman from Minnesota has 30 seconds 
remaining, and the gentleman from Texas has 15 seconds remaining.
  Mr. ELLISON. Mr. Speaker, we are talking about a vote once a year, 
probably at the annual meeting, probably take a sum total of a few 
seconds; and my friends on the other side of the aisle don't want to at 
least agree to this small thing that empowers investors and 
shareholders and puts them in the position to be good stewards of the 
company that they own.
  Now, you would think that we could come together on something like 
this; but when you want to stand up for the highest, most grotesque and 
egregious executive pay imaginable, then, of course, you're going to 
say no. In 2010, median pay for CEOs and large corporations was $11 
million. It's time to get some say on pay.
  I yield back the balance of my time.
  Mr. HENSARLING. Mr. Chairman, every single regulation imposes some 
type of financial burden on a company that cannot be used to create a 
job.
  If this was a concern, why don't we find it listed in the Statement 
of Administration Policy. It's not a concern of the President. Let's 
work together and pass this bill.
  I yield back the balance of my time.
  The Acting CHAIR. The question is on the amendment offered by the 
gentleman from Minnesota (Mr. Ellison).
  The question was taken; and the Acting Chair announced that the noes 
appeared to have it.
  Mr. ELLISON. Mr. Chairman, I demand a recorded vote.
  The Acting CHAIR. Pursuant to clause 6 of rule XVIII, further 
proceedings on the amendment offered by the gentleman from Minnesota 
will be postponed.


                 Amendment No. 6 Offered by Ms. Waters

  The Acting CHAIR. It is now in order to consider amendment No. 6 
printed in House Report 112-409.
  Ms. WATERS. Mr. Chairman, I have an amendment at the desk.
  The Acting CHAIR. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Page 11, line 12, strike ``paragraph (10) of this 
     subsection and''.
       Page 11, line 16, insert after the period the following: 
     ``Any such research report published or distributed by a 
     broker or dealer that is participating or will participate in 
     the registered offering of the securities of the issuer shall 
     be filed with the Commission by the later of the date of the 
     filing of such registration statement or the date such report 
     is first published or distributed. Such research report shall 
     be deemed a prospectus under paragraph (10).''.
       Page 13, line 18, after the first period insert the 
     following: ``Any written communication (as such term is 
     defined in section 203.405 of title 17, Code of Federal 
     Regulations) provided to potential investors in accordance 
     with this subsection shall be filed with the Commission by 
     the later of the date of the filing of such registration 
     statement or the date the written communication is first 
     engaged in. Such written communication shall be deemed a 
     prospectus under section 2(a)(10).''.

  The Acting CHAIR. Pursuant to House Resolution 572, the gentlewoman 
from California (Ms. Waters) and a Member opposed each will control 5 
minutes.
  The Chair recognizes the gentlewoman from California.
  Ms. WATERS. I offer my amendment today in the spirit of improving the 
underlying bill in the area of investor protection with regard to the 
provisions of research provisions in title I.
  First, my amendment attempts to mitigate against potentially damaging 
conflicts of interest between the people who will profit from an 
emerging growth company's IPO and the people who write research about 
such IPOs. This amendment provides that if a broker or a dealer is 
underwriting an IPO and also providing research to the public about 
that IPO, those research reports need to be filed with the SEC and 
underwriters need to be held to stricter liability for their comments.
  Second, this amendment provides that if emerging growth companies are 
communicating orally or in writing with potential investors before or 
following an offering, they need to file those communications with the 
SEC.
  During the dot-com boom of the 2000s, it was uncovered that certain 
research analysts were recommending companies to the investing public 
because their firms had an economic interest in the firm's IPO, or 
wanting to get other businesses from the company.
  Meanwhile, those same analysts were telling their colleagues in 
internal emails that the company's IPOs were junk. Essentially, these 
analysts misled the investing public and didn't disclose their economic 
interest in hyping the company.
  Through a global settlement and related rules coming from the 
scandal, we cracked down on some of these conflicts of interest. My 
amendment, rather than letting these conflicts be restored, would 
require that if underwriters are also issuing reports about a company's 
IPOs, they need to file those with the SEC. Filing of materials 
subjects underwriters to more robust liability.
  Secondly, the filing of a pre- or post-offering communication with 
the SEC under this amendment will also hold companies to a higher level 
of legal liability, ensuring their communications accurately portrayed 
the nature of the offering. It also allows the SEC and the public to 
make sure that companies aren't inappropriately hyping their offering 
to investors.
  Today we received communications, both from the Chamber of Commerce 
and from the Council of Institutional Investors. The Council of 
Institutional Investors simply said, ``The Council membership supports 
the provisions of section 501 of Sarbanes-Oxley and the Global Research 
Analyst Settlement. Those provisions bolstered the transparency, 
independence, oversight, and accountability of research analysts,'' and 
similar comments from the Chamber of Commerce.
  I would urge support for my amendment and for the underlying bill. We 
must help our small businesses to access our capital markets, but we 
must also mitigate against conflicts of interest that would mislead 
investors. I believe my amendment strikes the right balance.
  I reserve the balance of my time.
  Mr. HENSARLING. Mr. Chairman, I rise to claim time in opposition to 
the amendment.

[[Page 3063]]

  The Acting CHAIR. The gentleman from Texas is recognized for 5 
minutes.
  Mr. HENSARLING. Mr. Chairman, we've had a vigorous debate over some 
amendments that were accepted, others that we thought were unwise. 
Frankly, this one, Mr. Chairman, we believe would simply gut the entire 
bill. You know, Mr. Chairman, you cannot sue your way into job growth. 
You are not going to be able to sue your way into economic growth.
  This amendment takes us a huge, huge step in the opposite direction. 
The practical impact of the amendment from the gentlelady from 
California is to essentially squash any of the reporting that would 
take place on these emerging growth companies for imposing the 
prospectus level of liability imputed to the communications of the 
research reports.
  I mean, in order to get onto this IPO on-ramp in order for the small 
growth companies to access our equity market, there has to be the 
research which is published. Without it, without it, the accredited 
investors will probably never know of the existence of the companies in 
the first place. I would point out that many of the concerns should 
have already been addressed.
  Number one, all these emerging growth companies are still liable for 
the Global Research Analyst Settlement of 2003, which established a 
comprehensive set of rules that sever the link between investment 
banking and research activities, section 501 of Sarbanes-Oxley, which 
requires the research analysts and broker-dealers to disclose all 
potential conflicts of interest, Regulation AC, stock exchange-listing 
standards, FINRA codes of conduct, and the list goes on and on and on.
  And so again, Mr. Chairman, to add yet another level of liability, 
one that we are told would simply have an incredibly dampening impact 
on the existence of these research reports, for all intents and 
purposes this would simply gut the bill. I suppose it would be an early 
evening in the House if we accepted it, but everything that Members of 
both sides of the aisle have worked for would be for naught.
  Again, if this was a concern of the administration, why wasn't it 
listed in their Statement of Administration Policy where they always 
list their concern?

                              {time}  1720

  The President would like to see this passed. We would like to see it 
passed. There is bipartisan support in the Senate.
  I would urge a strong rejection of this amendment, and I reserve the 
balance of my time.
  Ms. WATERS. May I inquire as to how much time I have left.
  The Acting CHAIR. The gentlewoman from California has 1\1/2\ minutes 
remaining.
  Ms. WATERS. I yield the balance of my time to the gentleman from 
Massachusetts (Mr. Capuano).
  Mr. CAPUANO. Mr. Chairman, I want to thank the gentlewoman for 
yielding.
  I don't know if I am going to use the whole thing, but this must be 
Bizarro Congress because I'm about to agree with the Chamber of 
Commerce. I've been listening to my colleagues on the other side 
claiming that they're with the President on this one. Something must be 
wrong.
  The Chamber of Commerce has raised the exact same issues that we're 
raising with this amendment. This amendment doesn't kill this bill. It 
simply says if you're going to give information to a handful of people, 
you have to file with the SEC and you have to stand by that information 
as being legitimate and honest information. That's really all it says. 
It says it in technical terms, but that's all it says.
  By the way, I guess I need to be clear. We don't necessarily agree 
with everything the chamber says, even on this amendment. They just 
raise the same issue. And I would like to be clear that no one has 
since stated it, but even the President himself would like to see some 
amendments to this bill. I presume some of them will be passed in the 
Senate; and hopefully when they are, people like me will be a lot more 
supportive when it comes back.
  I just thought it was important to point out I'm not with the chamber 
very often. When I am, I think that's worthy of note.
  Mr. HENSARLING. Mr. Chair, I continue to reserve the balance of my 
time.
  The Acting CHAIR. The gentlewoman from California has 15 seconds 
remaining.
  Ms. WATERS. Mr. Chairman, I join with Mr. Capuano in saying that we 
don't normally agree with the Chamber of Commerce. As a matter of fact, 
this may be the first time that I've agreed with the Chamber of 
Commerce. But you have also the Council of Institutional Investors that 
is warning us about this research problem that we have unless we clear 
it up.
  Mr. HENSARLING. May I inquire of the Chair how much time I have 
remaining.
  The Acting CHAIR. The gentleman has 2 minutes remaining.
  Mr. HENSARLING. In that case, I will yield 1 minute to the gentleman 
from Arizona (Mr. Schweikert).
  Mr. SCHWEIKERT. I thank the gentleman from Texas.
  First off, I actually think I have the letter here from the Chamber 
of Commerce, and I'm trying to find what has been discussed here. I 
thought I saw something come across where after 3 years they were 
willing to look at it. That would be an interesting one to find.
  This is a classic case of an amendment that I believe the law of 
unintended consequences is potentially just devastating. How many times 
around here--particularly in the Financial Services Committee--do we 
have the discussion of what's the best regulator? It's information and 
yet you're running an amendment here that basically will destroy 
information because of the liability. That liability will make it so 
you're not going to do the research, you're not going to cover the 
stock. If you read the amendment, I fear it may be too broad. Does it 
cover someone that does a detailed investment newsletter? What level 
does it ultimately cover?
  Mr. Chairman, I believe the law of unintended consequences here is 
very dangerous.
  Mr. HENSARLING. I yield the balance of my time to the gentleman from 
New Jersey (Mr. Garrett), the chairman of the Capital Markets 
Subcommittee.
  Mr. GARRETT. I thank the chairman.
  As we indicate, the President supports the underlying legislation and 
the gentleman indicated that he may be looking for some amendments to 
the bill, but I would assume quite candidly he would not be looking for 
this amendment.
  As the gentleman from Arizona aptly points out, what we're trying to 
do is to facilitate the expansion and growth by the small companies. 
How do we do that? As the gentleman from Arizona says rightfully so, by 
the expansion of information. This information can and should get out 
there; but at the end of the day, we want to make sure that the 
liability that is imposed on the dissemination of information is not so 
grave and dangerous to it that you would basically supplement with an 
overarching desire to destroy that overall purpose of the legislation. 
You do that unfortunately with this amendment.
  Why so? At the end of the day, you will get the same protections that 
you're looking for here, I think, in the sense that there will be 
strict liability imposed. Where? On the prospectus. So if you are the 
investor in this instance and you're trying to decide whether you're 
going to go and invest in this new company or not, the information that 
you'll be looking for will be where? In the prospectus. And the strict 
liability standard will be imposed at that period of time.
  You do not want to impose that liability as you lead up to the 
situation with the other information that is going out by outside 
research analysts. With that, I will respectfully oppose the amendment.
  The Acting CHAIR. The question is on the amendment offered by the 
gentlewoman from California (Ms. Waters).
  The question was taken; and the Acting Chair announced that the noes 
appeared to have it.

[[Page 3064]]


  Ms. WATERS. Mr. Chairman, I demand a recorded vote.
  The Acting CHAIR. Pursuant to clause 6 of rule XVIII, further 
proceedings on the amendment offered by the gentlewoman from California 
will be postponed.


          Amendment No. 7 Offered by Ms. Jackson Lee of Texas

  The Acting CHAIR. It is now in order to consider amendment No. 7 
printed in House Report 112-409.
  Ms. JACKSON LEE of Texas. Mr. Chairman, I have an amendment at the 
desk.
  The Acting CHAIR. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Page 13, line 10, strike ``or institutions that are 
     accredited investors''.
       Page 13, line 11, strike ``terms are respectively'' and 
     insert ``term is''.
       Page 13, line 12, strike ``and section 230.501(a)''.

  The Acting CHAIR. Pursuant to House Resolution 572, the gentlewoman 
from Texas (Ms. Jackson Lee) and a Member opposed each will control 5 
minutes.
  The Chair recognizes the gentlewoman from Texas.
  Ms. JACKSON LEE of Texas. I thank the chairman very much.
  I started my earlier discussion with a previous amendment by 
suggesting that our underlying premise or the goal should be to reduce 
the deficit and to put America back to work. This concept of emerging 
growth opportunities or emerging growth companies is, in fact, I 
believe, a viable step of doing so.
  I do want to remind my colleagues again that overall business 
investment is growing, corporate profits are up, as are investments in 
equipment and software. Exports have been a source of strength. We're 
working very hard to ensure that we reinvigorate manufacturing. We want 
to make it in America. We want to bring companies back home, and 
certainly we want to encourage investment. Private sector employment 
has grown for 23 months, and the economy has grown for 10 straight 
quarters.
  My amendment is to discuss the fine distinctions between those who 
are very sophisticated and those who are not. My amendment narrows the 
permissible exemption to allow oral or written communications with 
potential investors who are qualified institutional investors, but it 
omits accredited investors from this exemption in the name of investor 
protection. That is simply to say that we know that the accredited 
investors are less, if you will, able with the information that they 
have to compete with what we have classified as qualified institutional 
investors.
  The idea of this amendment is to ensure that an accredited investor 
would not be considered a qualified investor and therefore be taken 
advantage of. Under the bill, the commonly known test-the-waters 
provision would amend the Securities Act of 1933 to expand the range of 
permissible prefiling communication to sophisticated institutional 
investors to allow emerging growth companies to determine whether 
qualified institutional or accredited investors might have an interest 
in a contemplated securities offering.
  Mine is an amendment simply being concerned about the accredited 
investors and whether or not there is the equal playing field alongside 
of the qualified institutional investors, which you would expect would 
have far more sophistication in making determinations about 
investments. It is simply an effort to provide extra protection for 
those who will now be out in the marketplace under these emerging 
growth concepts.
  I ask my colleagues to support this amendment, and I reserve the 
balance of my time.
  Mr. HENSARLING. I rise to claim time in opposition.
  The Acting CHAIR. The gentleman from Texas is recognized for 5 
minutes.
  Mr. HENSARLING. I yield 1\1/2\ minutes to the gentleman from 
Tennessee (Mr. Fincher).
  Mr. FINCHER. I thank the gentleman for yielding.
  Mr. Chair, I rise in opposition to the gentlelady's amendment.
  Again, our goal here today is to help America's start-up companies 
grow, raise capital, create jobs. The amendment offered by the 
gentlelady from Texas would limit opportunities for emerging growth 
companies to expand business by cutting them off from experienced 
investors.
  Part of generating a successful IPO is having the ability to test the 
waters through pre-IPO meetings with institutional qualified investors. 
These are the investors you want to talk to and receive feedback from 
before launching an IPO to ensure success. If a company learned that 
there is a good chance it will have a successful IPO, it would be less 
likely to choose a merger and acquisition path, which often results in 
losing jobs, and continue to grow organically and create jobs. So it 
doesn't make sense to me to cut these investors off from emerging 
growth companies.
  I understand there may be some concerns with investor protections. 
But in this bill, emerging growth companies are only allowed to test 
the waters with highly sophisticated investors so existing investor 
protections are not weakened. Therefore, I cannot support this 
amendment.

                              {time}  1730

  Ms. JACKSON LEE of Texas. Mr. Chairman, who has the right to close?
  The Acting CHAIR. The gentleman from Texas.
  Ms. JACKSON LEE of Texas. Mr. Chairman, let me just maintain that 
this is a simple premise of protecting the less sophisticated investor, 
and I have no desire to not see jobs being created or the opportunity 
for emerging growth entities to have access to opportunities for 
investment. It is quite clear that qualified institutional investors 
are far more sophisticated than the accredited investors' status, and 
so I can't get clearer than that, trying to make sure that we protect 
those.
  And as we noted for the Democrats who served on the Financial 
Services Committee, they made certain statements, if you would, to 
ensure that we have the greatest amount of protection for those who we 
want to see having greater opportunities.
  So with that, Mr. Chairman, I happily yield back my time and ask my 
colleagues to support this very simple amendment that seeks to protect 
accredited investors.
  Mr. Chair, I rise today to offer my amendment #7 to H.R. 3606 ``The 
Reopening American Capital Markets to Emerging Growth Companies Act of 
2011.'' This amendment strikes language in the bill that allows an 
emerging growth company or its underwriter to communicate with 
``institutions that are accredited investors.''
  H.R. 3606 would exempt certain regulatory requirements until the 
earliest of three dates: (1) five years from the date of the EGC's 
initial public offering; (2) the date an EGC has $1 billion in annual 
gross revenue; or (3) the date an EGC becomes a ``large accelerated 
filer, which is defined by the Securities and Exchange Commission (SEC) 
as a company that has a worldwide public float of $700 million or more.
  The bill thus provides temporary regulatory relief to small 
companies, which encourages them to go public, yet ensures their 
eventual compliance with regulatory requirements as they grow larger.
  My amendment narrows the permissible exemption to allow oral or 
written communications with potential investors who are ``qualified 
institutional investors,'' but omits ``accredited investors from this 
exemption, in the name of investor protection.''
  For example, this amendment would ensure that an accredited investor 
would not be considered a qualified institutional investor and 
therefore would not be able to engage in certain types of investments.
  Under the bill, the commonly known ``test the waters provision,'' 
would amend the Securities Act of 1933 to expand the range of 
permissible pre-filing communications to sophisticated institutional 
investors to allow Emerging Growth Companies (EGCs) to determine 
whether qualified institutional or accredited investors might have an 
interest in a contemplated securities offering.
  I believe that while many Accredited Investors are sophisticated and 
prosperous, and meet the brokerage firm requirements for alternative 
investments.
  My amendment is merely a continuation of the investor protection 
theme of Dodd-Frank.

[[Page 3065]]

Specifically, investors that lack the necessary capital to absorb the 
losses that can arise when investing in an Emerging Growth Company.
  Moreover, I would note that many qualified institutional investors 
have a minimum of $1 billion to invest, which simply may not be the 
case with accredited investors. My sentiments are similar to those 
expressed by my Democratic colleagues on the Financial Services 
Committee: that they and Republicans share the desire to create an 
accessible, robust and efficient capital market for the benefit of 
small businesses and investors, alike.
  I too, expect that as H.R. 3606 moves forward, further refinements 
will be adopted to ensure that investor protections are not sacrificed.
  Again, as my Democratic colleagues on the Financial Services 
Committee stated:

       H.R. 3606 encourages emerging growth companies (EGCs) to 
     access the public capital markets by temporarily exempting 
     EGCs from some registration procedures, prohibitions on 
     initial public offering (IPO) communications, and independent 
     audits of internal controls over financial reporting, among 
     other exemptions.
       Democrats agree in principle that it is important to 
     modernize and improve the ability of a company to raise 
     capital in today's environment, but are concerned H.R. 3606 
     goes beyond what is necessary at the expense of protecting 
     the investor.

  I encourage my colleagues to vote for this consumer and investor-
friendly amendment.
  Mr. HENSARLING. Mr. Chairman, I yield 1 minute to the gentleman from 
New Jersey, the chairman of the Capital Markets Subcommittee, Mr. 
Garrett.
  Mr. GARRETT. So the premise of the legislation is what? As we said 
before, to try to encourage the smaller growth companies to be able to 
development their businesses and go on and to eventually to go public. 
In light of the last conversation we had on the last amendment, we said 
how do we facilitate doing that? We do that by exchanging information 
out to the public to be able to share information from research 
analysts and the like.
  Eventually, as was pointed out in the last amendment, we said that 
eventually at the end of the day you'd get to a prospectus where strict 
liability would incur and so that the investor would have the adequate 
information to do so, and they would also have the liability protection 
afforded to them that you would have with a prospective. All well and 
good.
  Now we come to this amendment, and I have to scratch my head to 
understand exactly what the proponent of the legislation is trying to 
do here. Her last comment was that we want to protect who? Well, the 
less sophisticated investor. Okay, well, let's take a look at that. 
What are we dealing with here? What we're dealing with here would 
strike the language that would allow an emerging growth company to 
underwrite and communicate----
  The Acting CHAIR. The time of the gentleman has expired.
  Mr. HENSARLING. I yield the gentleman 30 additional seconds.
  Mr. GARRETT. To deal with institutions that are accredited investors. 
Who is it that sets the standards for accredited investors? The SEC. So 
if your concern is that the level of accredited investors is not 
sophisticated enough to deal with the purchase of these investments, 
then your complaint is not with this underlying legislation. Your 
concern should be directed to who? The entity that sets the standards 
for that--the SEC.
  This legislation basically says that these people who should be 
involved here are accredited, set by the SEC. They, therefore, by 
definition are sophisticated investors. That is why we oppose the 
amendment.
  Mr. HENSARLING. Mr. Chairman, how much time do I have remaining?
  The Acting CHAIR. The gentleman from Texas has 2 minutes remaining.
  Mr. HENSARLING. At this time, I will yield 1\1/2\ minutes to the 
gentleman from Arizona (Mr. Schweikert).
  Mr. SCHWEIKERT. Mr. Chairman, this is also one of those--my 
understanding is the way the amendment is drafted is this would 
basically say that an emerging growth company could not, would be 
prohibited from communicating with accredited investors. Okay. Do we 
all know, I think, the current definition of accredited investor is $1 
million net worth not counting your residence, $200,000 income for, I 
think, 3 years running. And now we're telling an emerging growth 
company that that is the population that you're not allowed to talk to?
  I appreciate investor protection and protecting the little guy; but 
at some point when someone is holding $1 million in equity outside 
their house and they've demonstrated they have $200,000 a year income, 
I actually think those are the very people I want to be having 
communications with a growth company, that give-and-take, that 
information flow. And that's why actually this is a bad amendment, and 
we need to stand up and oppose it.
  Mr. HENSARLING. I yield myself the balance of the time.
  I would just say to my friend, the gentlelady from Texas will have to 
settle for batting .500, as I supported her earlier amendment, but I 
have to rise in opposition to this one. The very purpose of an 
accredited investor is to identify the class of individuals who have 
greater capacity to handle risk, do not require the enhanced 
protections. Her amendment would unnecessarily restrict capital 
formation and consequently job growth. I urge its rejection, and I 
yield back the balance of my time.
  The Acting CHAIR. The question is on the amendment offered by the 
gentlewoman from Texas (Ms. Jackson Lee).
  The amendment was rejected.


          Amendment No. 8 Offered by Ms. Jackson Lee of Texas

  The Acting CHAIR. It is now in order to consider amendment No. 8 
printed in House Report 112-409.
  Ms. JACKSON LEE of Texas. I have an amendment at the desk.
  The Acting CHAIR. The Clerk will designate the amendment.
  The text of the amendment is as follows:

       Page 15, line 16, strike the quotation mark and final 
     period and after such line insert the following:
       (3) Additional filing fee.--In order to discourage 
     frivolous filings with the Commission, the Commission shall 
     establish a fee that shall apply to any draft registration 
     statement submitted to the Commission for confidential 
     nonpublic review pursuant to paragraph (1).

  The Acting CHAIR. Pursuant to House Resolution 572, the gentlewoman 
from Texas (Ms. Jackson Lee) and a Member opposed each will control 5 
minutes.
  The Chair recognizes the gentlewoman from Texas.
  Ms. JACKSON LEE of Texas. Let me say to my good friend from Texas, 
I'm going to look forward to working with him on the previous amendment 
that simply was misconstrued, and we certainly want to respect those 
who have a million dollars outside their window, but we also want to 
ensure that we have protection for those less sophisticated investors.
  The amendment that I have before me, likewise, has an intent to allow 
the SEC not to be plagued by frivolous filings. But I want to work with 
the committee going forward, and so I will not pursue this amendment. 
And, Mr. Chairman, I'm going to ask unanimous consent to withdraw this 
amendment No. 8 at this time.
  I will conclude by saying I like batting .500, and I will continue to 
work with this committee on these important issues.
  The Acting CHAIR. Without objection, the amendment is withdrawn.
  There was no objection.


          Amendment No. 9 Offered by Mr. Connolly of Virginia

  The Acting CHAIR. It is now in order to consider amendment No. 9 
printed in House Report 112-409.
  Mr. CONNOLLY of Virginia. Mr. Chairman, I have an amendment at the 
desk.
  The Acting CHAIR. The Clerk will designate the amendment.
  The text of the amendment is as follows:
       Page 19, after line 2, insert the following new section 
     (and conform the table of contents accordingly):

     SEC. 109. STUDY ON THE EFFECTS OF MARKET SPECULATION ON 
                   EMERGING GROWTH COMPANIES.

       (a) Study.--The Securities and Exchange Commission, in 
     consultation with the Commodity Futures Trading Commission, 
     shall carry out an ongoing study on the ability of emerging 
     growth companies to raise capital

[[Page 3066]]

     utilizing the exemptions provided under this title and the 
     amendments made by this title, in light of--
       (1) financial market speculation on domestic oil and 
     gasoline prices; and
       (2) business cost increases caused by such speculation.
       (b) Report.--Not later than the end of the 60-year period 
     beginning on the date of the enactment of this Act, and 
     annually thereafter, the Securities and Exchange Commission 
     shall issue a report to the Congress containing all findings 
     and determinations made in carrying out the study required 
     under subsection (a).

  The Acting CHAIR. Pursuant to House Resolution 572, the gentleman 
from Virginia (Mr. Connolly) and a Member opposed each will control 5 
minutes.
  The Chair recognizes the gentleman from Virginia.
  Mr. CONNOLLY of Virginia. Mr. Chairman, this important amendment will 
help small and emerging growth businesses address a significant cost 
they incur--the rising price of gasoline. According to the National 
Federation of Independent Businesses, 10 percent of businesses say 
energy costs are their single largest cost, and 25 percent cite it as 
the second or third largest.
  Although some argue for increased domestic drilling, at best it will 
take 5 years before new supplies are brought to market and have any 
effect on the current price of gasoline. Meanwhile, oil companies are 
producing more oil in America right now than at any point in the last 8 
years; but since they're also exporting more oil, consumers aren't 
realizing the benefits of that production. Approving the Keystone XL 
pipeline, as some have proposed, actually would make gas prices even 
worse. The oil company TransCanada said in its pipeline application 
that Keystone will raise American oil prices by $3 a barrel. The price 
of a gallon of gasoline has risen 30 cents per gallon in the last 
month, and we need to drive down prices, not allow them to increase.
  There are a number of factors involved in the rapidly increasing 
price of gasoline; however, one of the significant causes is the 
proliferation of financial market speculation on oil and gas products. 
During the last gas price spike, Goldman Sachs estimated that 
speculation added $27 to the price of a barrel of oil. Just last week, 
oil State Senator Tom Coburn of Oklahoma told the House Oversight and 
Government Reform Committee, on which I sit, the speculation is adding 
13 to 15 percent to the price of a barrel of oil right now. And citing 
Goldman Sachs data, a recent Forbes news report said that excessive 
speculation leads to a 56-cent premium per gallon at the pump.

                              {time}  1740

  We cannot have financial institutions bidding up the price of oil 
solely to further line their own pockets and needlessly drive up cost 
to consumers. Domestic demand for oil is at its lowest point in the 
last 15 years, but the price of gasoline is hitting new highs.
  The Commodity Futures Trading Commission is working to address oil 
and gas speculation, but they need to be more aggressive. I joined 44 
Members of this House and 23 Senators in sending a letter to the CFTC 
to exercise its full authority to eliminate excessive speculation, as 
directed under the recently passed Dodd-Frank Act. This amendment will 
provide valuable information on how such speculation affects the 
ability of emerging growth companies to raise capital.
  Access to capital remains a challenge for most entrepreneurs, and 
uncertain and often rising energy costs represent a potential 
impediment for start-up companies trying to convince prospective 
investors that they have in fact a competitive business model.
  My simple amendment requires the Securities and Exchange Commission, 
in consultation with the CFTC, to study the effects of oil and gas 
speculation in financial markets on the ability of emerging growth 
companies to access capital. This will enable the CFTC to better 
address such speculation and to better protect the ability of American 
entrepreneurs to raise the capital necessary to innovate and succeed in 
the competitive global market.
  I urge my colleagues to join me in the simple effort to study the 
excessive speculation and hopefully reduce energy costs for American 
innovators and consumers.
  With that, I reserve the balance of my time.
  Mr. HENSARLING. Mr. Chairman, I rise to claim the time in opposition.
  The Acting CHAIR. The gentleman from Texas is recognized for 5 
minutes.
  Mr. HENSARLING. Mr. Chairman, I have some good news for the gentleman 
from Virginia. The very issue that he cares to study has already been 
studied. In January of 2011, Democrat CFTC Commissioner Michael Dunn 
said:

       To date, CFTC staff has been unable to find any reliable 
     economic analysis to support either the contention that 
     excessive speculation is affecting the markets we regulate or 
     that position limits will prevent excessive speculation. With 
     such a lack of concrete economic evidence, my fear is that, 
     at best, position limits are a cure for a disease that does 
     not exist or at worst a placebo for one that does.

  A similar study has been conducted by the Federal Trade Commission.
  Mr. Chairman, if we're going to be in the business of conducting 
studies, perhaps we should study why this administration has had over 3 
years to study the Keystone pipeline and still refuses to allow more 
energy to come to America for Americans. Now, apparently, in a 
reversal, the President has decided that if the energy can hitchhike 
from Canada successfully to the Red River, the northern border of 
Texas, he'll allow it to get to the refineries on the gulf coast. 
Otherwise, no energy.
  Shouldn't, on the road to American energy independence, we ought to 
at least go through the road of North American energy independence? 
These are 20,000 shovel-ready jobs--and I know the administration gets 
confused at what is a shovel-ready job--but 20,000 shovel ready jobs, 
and yet it's rejected by this administration. Why? Well, because this 
is an administration that has essentially declared war on carbon-based 
industry, thus is trying to increase prices of energy for small 
businesses, for struggling American families, for hardworking 
taxpayers. Please don't take my word for it; take the word of the 
Secretary of Energy, Steven Chu: ``Somehow we have to figure out how to 
boost the price of gasoline to the levels of Europe.''
  Well, again, I've got good news for the administration: they're doing 
a wonderful job. They have us on the road to increasing energy levels 
to the price of Europe, and the consequent unemployment that goes with 
it, and the consequence of having the fewest business start-ups in 
almost two complete decades. So, the matter that the gentleman cares to 
study has already been studied. It has already been studied.
  I also recall a time when these people were called investors, and we 
actually welcomed them into the market. I suspect that it is fear of 
this administration's energy policies that is causing these prices to 
skyrocket even further. As bad as they are today, people know they're 
going to be even worse.
  So I would urge a rejection of this amendment that takes this bill in 
the complete opposite direction that it needs to be going.
  I reserve the balance of my time.
  Mr. CONNOLLY of Virginia. I would inquire of the Chair how much time 
is left on our side.
  The Acting CHAIR. The gentleman has 1\1/2\ minutes remaining.
  Mr. CONNOLLY of Virginia. Well, I'm saddened, but of course not 
surprised, that my friend on the other side would not want a simple 
amendment to study the effect of oil speculation on the price of oil 
because it doesn't fit the political narrative. So while we're trying 
to have a very narrow narrative that somehow it's the responsibility of 
a particular administration in terms of the rise in the price of oil, I 
think the American consumer and American innovators and American start-
up companies and entrepreneurs are actually entitled to know what 
percentage of the increase in a barrel of oil and at the pump is in 
fact due to oil speculators and financial institutions that the other 
side of this House wants to protect.
  With respect to the Keystone pipeline--with all due respect to my 
colleague--it's 5,000 jobs, not 20,000 shovel-ready jobs. The 
Washington Post did an exhaustive study of the number of jobs that 
would be created, and they were

[[Page 3067]]

all temporary. At most, 50 to 60 permanent jobs would be created.
  The other thing my friends on the other side of the aisle don't want 
to talk about about Keystone is that almost all of that oil is going to 
go to Port Arthur, Texas, for export, not for domestic consumption. If 
my friends on the other side of the aisle want to contend otherwise, 
then let's support an amendment right here and now that says that 
pipeline can be produced and built so long as all of that oil is for 
domestic consumption.
  With that, I yield back the balance of my time, Mr. Chairman.
  Mr. HENSARLING. Mr. Chairman, how much time do I have remaining?
  The Acting CHAIR. The gentleman from Texas has 1\1/2\ minutes 
remaining.
  Mr. HENSARLING. In that case, I yield 1 minute to the gentleman from 
Tennessee (Mr. Fincher).
  Mr. FINCHER. I thank the gentleman from Texas.
  It seems like the gentleman's amendment is trying to confuse the 
recent sharp rise in gas prices with the purpose of this bill, which is 
to provide emerging growth companies with a temporary break from costly 
compliance burdens.
  It's true that gas prices have been going up, but emerging growth 
companies are not to blame. I introduced this bill, along with my 
colleague, Mr. Carney, to encourage small business to go public, to 
have access to more capital, and create more jobs. Job creation is the 
purpose of this bill, not gas prices.
  Rising gas prices is a critical issue, and we would be glad to have 
the debate some other day. But today we're talking about job creation 
in the private sector. This is a very important piece of legislation 
that the President supports. So let's give the power back to the 
people.
  Mr. HENSARLING. Mr. Chairman, I yield myself the balance of my time.
  Regrettably, the ranking member is not here because he chose to 
violate House rules, and his speaking privileges were denied for the 
rest of the day. But during our committee markup, he said:

       First of all, studies are not done for free by the SEC. 
     Given the current decision to restrict SEC funding, I will be 
     much more careful about burdening them with studies which 
     will inevitably come at the expense of more important duties.

  One more reason to oppose the gentleman's amendment.
  Mr. Chairman, I yield back the balance of my time.
  The Acting CHAIR. The question is on the amendment offered by the 
gentleman from Virginia (Mr. Connolly).
  The question was taken; and the Acting Chair announced that the noes 
appeared to have it.
  Mr. CONNOLLY of Virginia. Mr. Chairman, I demand a recorded vote.
  The Acting CHAIR. Pursuant to clause 6 of rule XVIII, further 
proceedings on the amendment offered by the gentleman from Virginia 
will be postponed.


         Amendment No. 10 Offered by Mr. McCarthy of California

  The Acting CHAIR. It is now in order to consider amendment No. 10 
printed in House Report 112-409.
  Mr. McCARTHY of California. Mr. Chairman, I have an amendment at the 
desk.
  The Acting CHAIR. The Clerk will designate the amendment.
  The text of the amendment is as follows:
       Page 19, beginning on line 6, strike ``(a) Removal of 
     Restriction.--'' and all that follows through line 11 and 
     insert the following:
       (a) Modification of Rules.--
       (1) Not later than 90
       Page 19, line 23, insert after the period the following: 
     ``Section 230.506 of title 17, Code of Federal Regulations, 
     as revised pursuant to this section, shall continue to be 
     treated as a regulation issued under section 4(2) of the 
     Securities Act of 1933 (15 U.S.C. 77d(2)).''
       Page 19, after line 23, insert the following:
       (2) Not later than 90 days after the date of enactment of 
     this Act, the Securities and Exchange Commission shall revise 
     subsection (d)(1) of section 230.144A of title 17, Code of 
     Federal Regulations, to provide that securities sold under 
     such revised exemption may be offered to persons other than 
     qualified institutional buyers, including by means of general 
     solicitation or general advertising, provided that securities 
     are sold only to persons that the seller and any person 
     acting on behalf of the seller reasonably believe is a 
     qualified institutional buyer.
       (c) Consistency in Interpretation.--Section 4 of the 
     Securities Act of 1933 (15 U.S.C. 77d) is amended--
       (1) by striking ``The provisions of section 5'' and 
     inserting ``(a) The provisions of section 5''; and
       (2) by adding at the end the following:
       ``(b) Offers and sales exempt under section 230.506 of 
     title 17, Code of Federal Regulations (as revised pursuant to 
     section 201 of the Jumpstart Our Business Startups Act) shall 
     not be deemed public offerings under the Federal securities 
     laws as a result of general advertising or general 
     solicitation.''.

  The Acting CHAIR. Pursuant to House Resolution 572, the gentleman 
from California (Mr. McCarthy) and a Member opposed each will control 5 
minutes.
  The Chair recognizes the gentleman from California.
  Mr. McCARTHY of California. Mr. Chairman, this amendment is designed 
to make several small changes to make sure the regulation D, rule 506 
provision in this bill meets its original intent.
  In consultation with the Securities and Exchange Commission and our 
friends on the other side of the aisle, we identified several areas 
where the language in the bill could have had some unintended 
consequences that may have limited the effectiveness of the provision 
or expanded its reach beyond what we originally intended.

                              {time}  1750

  This amendment does three things:
  Clarifies that general advertising provision should only apply to 
Regulation D, rule 506 of the securities offerings;
  Protects investors by allowing for general advertising in the 
secondary sale of these securities, so long as only qualified 
institutional buyers purchase the securities;
  Provides consistency in the interpretation for regulators that 
general advertising should not cause these private offerings to be 
considered public offerings.
  Our goal with this amendment is to ensure that more small businesses 
have the opportunity to find the investors they need while preserving 
investor protections.
  Mr. Chairman, as many people know on this floor, I created my first 
business at age 20. I was fortunate enough to be successful enough to 
pay my way through college.
  Mr. Chairman, if I look today, I don't know if I could start that 
same small business. Entrance to market is great, access to capital. 
What our goal to do it in this bill and amendment is to expand that. 
And as we measure across America, the greatest growth we have is small 
business.
  Mr. Chairman, I was reading the other day, if you looked at the 
challenge that we have, this current administration and their policies 
hampering our ability to grow, you look back to the end of the last 
recession, 2001, you look at the beginning of this recession in 2007, a 
lot of people in America say that was a time of growth in America, from 
2001 to 2007.
  Well, if you ever measured who created those jobs, small businesses. 
Companies under 500 employees added 7 million jobs, and 70 percent of 
those new 7 million jobs came from companies 5 years old or younger.
  But, Mr. Chairman, under this new administration, we're at an all-
time low of new start-ups. So we're hopeful, with this new legislation, 
that that will all change, that the future will be brighter, small 
businesses will continue to grow, and we'll put America back on the 
right path.
  I reserve the balance of my time.
  Mr. CARNEY. I rise to claim time in opposition, though I'm not 
opposed to the amendment.
  The Acting CHAIR. Without objection, the gentleman from Delaware is 
recognized for 5 minutes.
  There was no objection.
  Mr. CARNEY. Mr. Chairman, I'd like to first thank the gentleman from 
California for his amendment and for working with the minority party 
and the ranking member on the provisions of the amendment. I understand 
there's support for the amendment on this side of the aisle as well.
  I would like to take a minute, if I could, or a couple of minutes, to 
talk about the Waters amendment, which

[[Page 3068]]

was discussed a few minutes ago, just to clarify a few points, if I 
may. Congresswoman Waters, in committee, raised the concerns about the 
way information was used during the dot-com boom in the early 2000s, 
and there were obviously some problems with that.
  But I think the Record needs to be clear that under our bill, all 
analyst research for emerging growth companies will remain subject to 
certain provisions. They will be subject to the Global Research Analyst 
Settlement, which was a court settlement that resulted from the 
problems in the early 2000s. This settlement established a 
comprehensive set of rules that severed the link between investment 
banking and research activities at large banks.
  They will be subject to section 501 of Sarbanes-Oxley, which requires 
research analysts and broker dealers to disclose all potential 
conflicts of interest in research reports; they will be subject to 
Regulation AC, which requires research analysts to personally certify 
that the views expressed in research reports accurately reflect the 
research analysts' personal views about the securities, and to disclose 
whether research analysts were compensated in connection with specific 
recommendations; and, they would still be subject to stock exchange 
listing standards.
  The point is that the protections against these conflicts that the 
gentlelady from California is concerned about are preserved under our 
bill, and we would argue that the amendment is not necessary. In fact, 
what the amendment would do is it would take away what we think is an 
advantage to our legislation, which is research that would be available 
on small emerging growth companies which are not covered currently by 
certain of these regulations.
  So I'd like to just ask my colleagues on both sides of the aisle--
obviously, the amendment failed on a voice vote, and I would ask, as 
the amendment goes to a recorded vote, that my colleagues keep in mind 
that these protections still exist for investors.
  With that, I yield back the balance of my time.
  Mr. McCARTHY of California. Mr. Chairman, I urge adoption of the 
amendment and yield back the balance of my time.
  The Acting CHAIR. The question is on the amendment offered by the 
gentleman from California (Mr. McCarthy).
  The amendment was agreed to.


                    Announcement by the Acting Chair

  The Acting CHAIR. Pursuant to clause 6 of rule XVIII, proceedings 
will now resume on those amendments printed in House Report 112-409 on 
which further proceedings were postponed, in the following order:
  Amendment No. 3 by Mr. Himes of Connecticut.
  Amendment No. 5 by Mr. Ellison of Minnesota.
  Amendment No. 6 by Ms. Waters of California.
  Amendment No. 9 by Mr. Connolly of Virginia.
  The Chair will reduce to 2 minutes the minimum time for any 
electronic vote after the first vote in this series.


                  Amendment No. 3 Offered by Mr. Himes

  The Acting CHAIR. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from 
Connecticut (Mr. Himes) on which further proceedings were postponed and 
on which the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The Clerk redesignated the amendment.


                             Recorded Vote

  The Acting CHAIR. A recorded vote has been demanded.
  A recorded vote was ordered.
  The vote was taken by electronic device, and there were--ayes 164, 
noes 245, not voting 23, as follows:

                             [Roll No. 103]

                               AYES--164

     Ackerman
     Altmire
     Andrews
     Baca
     Baldwin
     Barrow
     Bass (CA)
     Becerra
     Berkley
     Berman
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bonamici
     Boswell
     Brady (PA)
     Brown (FL)
     Butterfield
     Capps
     Capuano
     Castor (FL)
     Chandler
     Chu
     Cicilline
     Clarke (MI)
     Clarke (NY)
     Clay
     Cleaver
     Clyburn
     Connolly (VA)
     Conyers
     Cooper
     Costello
     Courtney
     Critz
     Cuellar
     Cummings
     Davis (CA)
     DeFazio
     DeGette
     DeLauro
     Deutch
     Dicks
     Dingell
     Doggett
     Donnelly (IN)
     Doyle
     Edwards
     Ellison
     Engel
     Eshoo
     Farr
     Fattah
     Frank (MA)
     Fudge
     Garamendi
     Gibson
     Gonzalez
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hahn
     Hanabusa
     Hastings (FL)
     Heinrich
     Higgins
     Himes
     Hinchey
     Hirono
     Hochul
     Holden
     Holt
     Honda
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson Lee (TX)
     Johnson (GA)
     Johnson, E. B.
     Kaptur
     Keating
     Kildee
     Kind
     Kissell
     Langevin
     Larsen (WA)
     Larson (CT)
     Lee (CA)
     Levin
     Lewis (GA)
     Lipinski
     Loebsack
     Lofgren, Zoe
     Lowey
     Lujan
     Lynch
     Maloney
     Matsui
     McCarthy (NY)
     McCollum
     McDermott
     McGovern
     McIntyre
     McNerney
     Meeks
     Michaud
     Miller (NC)
     Miller, George
     Moran
     Murphy (CT)
     Nadler
     Napolitano
     Neal
     Olver
     Owens
     Pallone
     Pascrell
     Pastor (AZ)
     Perlmutter
     Peterson
     Pingree (ME)
     Price (NC)
     Quigley
     Rahall
     Reyes
     Richardson
     Richmond
     Rothman (NJ)
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Schakowsky
     Schiff
     Scott (VA)
     Scott, David
     Serrano
     Sherman
     Sires
     Slaughter
     Smith (WA)
     Speier
     Stark
     Sutton
     Thompson (CA)
     Thompson (MS)
     Tierney
     Tonko
     Towns
     Tsongas
     Van Hollen
     Velazquez
     Walz (MN)
     Wasserman Schultz
     Waters
     Watt
     Waxman
     Wilson (FL)
     Yarmuth

                               NOES--245

     Adams
     Aderholt
     Akin
     Alexander
     Amash
     Amodei
     Austria
     Bachmann
     Barletta
     Bartlett
     Barton (TX)
     Bass (NH)
     Benishek
     Berg
     Biggert
     Bilbray
     Bilirakis
     Bishop (UT)
     Black
     Blackburn
     Bonner
     Bono Mack
     Boren
     Boustany
     Brady (TX)
     Brooks
     Broun (GA)
     Buchanan
     Bucshon
     Buerkle
     Burgess
     Calvert
     Camp
     Campbell
     Canseco
     Cantor
     Capito
     Cardoza
     Carney
     Carson (IN)
     Carter
     Cassidy
     Chabot
     Chaffetz
     Coble
     Coffman (CO)
     Cole
     Conaway
     Costa
     Cravaack
     Crawford
     Crenshaw
     Crowley
     Culberson
     Davis (KY)
     Denham
     Dent
     DesJarlais
     Diaz-Balart
     Dold
     Dreier
     Duffy
     Duncan (SC)
     Duncan (TN)
     Ellmers
     Emerson
     Farenthold
     Fincher
     Fitzpatrick
     Flake
     Fleischmann
     Fleming
     Flores
     Forbes
     Fortenberry
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Gardner
     Garrett
     Gerlach
     Gibbs
     Gingrey (GA)
     Gohmert
     Goodlatte
     Gosar
     Gowdy
     Granger
     Graves (GA)
     Graves (MO)
     Griffin (AR)
     Griffith (VA)
     Grimm
     Guinta
     Guthrie
     Hall
     Hanna
     Harper
     Harris
     Hartzler
     Hastings (WA)
     Hayworth
     Heck
     Hensarling
     Herger
     Herrera Beutler
     Huelskamp
     Huizenga (MI)
     Hultgren
     Hunter
     Hurt
     Issa
     Jenkins
     Johnson (IL)
     Johnson (OH)
     Johnson, Sam
     Jones
     Jordan
     King (IA)
     King (NY)
     Kingston
     Kinzinger (IL)
     Kline
     Kucinich
     Lamborn
     Lance
     Landry
     Lankford
     Latham
     LaTourette
     Latta
     Lewis (CA)
     LoBiondo
     Long
     Lucas
     Luetkemeyer
     Lummis
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     Marino
     Matheson
     McCarthy (CA)
     McCaul
     McClintock
     McCotter
     McHenry
     McKeon
     McKinley
     McMorris Rodgers
     Meehan
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Mulvaney
     Murphy (PA)
     Myrick
     Neugebauer
     Noem
     Nugent
     Nunes
     Nunnelee
     Olson
     Palazzo
     Paulsen
     Pearce
     Pence
     Peters
     Petri
     Pitts
     Platts
     Poe (TX)
     Polis
     Pompeo
     Posey
     Price (GA)
     Quayle
     Reed
     Rehberg
     Reichert
     Renacci
     Ribble
     Rigell
     Rivera
     Roby
     Roe (TN)
     Rogers (AL)
     Rogers (KY)
     Rogers (MI)
     Rohrabacher
     Rokita
     Rooney
     Ros-Lehtinen
     Ross (AR)
     Ross (FL)
     Royce
     Runyan
     Ryan (WI)
     Scalise
     Schilling
     Schock
     Schweikert
     Scott (SC)
     Scott, Austin
     Sensenbrenner
     Sessions
     Shimkus
     Shuler
     Shuster
     Simpson
     Smith (NE)
     Smith (NJ)
     Smith (TX)
     Southerland
     Stearns
     Stivers
     Stutzman
     Sullivan
     Terry
     Thompson (PA)
     Thornberry
     Tipton
     Turner (NY)
     Turner (OH)
     Upton
     Walberg
     Walden
     Walsh (IL)
     Webster
     Welch
     West
     Westmoreland
     Whitfield
     Wilson (SC)
     Wittman
     Wolf
     Womack
     Woodall
     Yoder
     Young (AK)
     Young (FL)
     Young (IN)

                             NOT VOTING--23

     Bachus
     Braley (IA)
     Burton (IN)
     Carnahan
     Cohen
     Davis (IL)
     Filner
     Hinojosa
     Kelly
     Labrador
     Markey
     Moore
     Paul
     Pelosi
     Rangel
     Roskam
     Schmidt
     Schrader
     Schwartz
     Sewell
     Tiberi
     Visclosky
     Woolsey

[[Page 3069]]



                              {time}  1822

  Messrs. POLIS, BUCSHON, GUINTA and ROKITA changed their vote from 
``aye'' to ``no.''
  Messrs. HINCHEY and GUTIERREZ changed their vote from ``no'' to 
``aye.''
  So the amendment was rejected.
  The result of the vote was announced as above recorded.
  Stated for:
  Mr. FILNER. Mr. Chair, on rollcall 103, I was away from the Capitol 
due to prior commitments to my constituents. Had I been present, I 
would have voted ``aye.''
  Mr. BRALEY of Iowa. Mr. Chair, during rollcall vote number 103 on 
Himes amdt. H.R. 3606, I was unavoidably detained. Had I been present, 
I would have voted ``aye.''
  Stated against:
  Mr. KELLY. Mr. Chair, on rollcall No. 103, my voting card would not 
register. Had I been able to vote, I would have voted ``no.''


                 Amendment No. 5 Offered by Mr. Ellison

  The Acting CHAIR. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from Minnesota 
(Mr. Ellison) on which further proceedings were postponed and on which 
the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The Clerk redesignated the amendment.


                             Recorded Vote

  The Acting CHAIR. A recorded vote has been demanded.
  A recorded vote was ordered.
  The Acting CHAIR. This will be a 2-minute vote.
  The vote was taken by electronic device, and there were--ayes 169, 
noes 244, not voting 19, as follows:

                             [Roll No. 104]

                               AYES--169

     Ackerman
     Altmire
     Andrews
     Baca
     Baldwin
     Barrow
     Bass (CA)
     Becerra
     Berkley
     Berman
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bonamici
     Boswell
     Brady (PA)
     Braley (IA)
     Brown (FL)
     Butterfield
     Capps
     Capuano
     Carnahan
     Carson (IN)
     Castor (FL)
     Chandler
     Chu
     Cicilline
     Clarke (MI)
     Clarke (NY)
     Clay
     Cleaver
     Clyburn
     Conyers
     Costello
     Courtney
     Critz
     Crowley
     Cuellar
     Cummings
     Davis (CA)
     DeFazio
     DeGette
     DeLauro
     Deutch
     Dicks
     Dingell
     Doggett
     Donnelly (IN)
     Doyle
     Duncan (TN)
     Edwards
     Ellison
     Engel
     Eshoo
     Farr
     Fattah
     Frank (MA)
     Fudge
     Garamendi
     Gonzalez
     Green, Al
     Green, Gene
     Grijalva
     Hahn
     Hanabusa
     Hanna
     Hastings (FL)
     Heinrich
     Higgins
     Hinchey
     Hirono
     Hochul
     Holden
     Holt
     Honda
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson Lee (TX)
     Johnson (GA)
     Johnson, E. B.
     Jones
     Kaptur
     Keating
     Kildee
     Kissell
     Kucinich
     Langevin
     Larsen (WA)
     Larson (CT)
     Lee (CA)
     Levin
     Lewis (GA)
     Lipinski
     Loebsack
     Lofgren, Zoe
     Lowey
     Lujan
     Lynch
     Maloney
     Markey
     Matheson
     Matsui
     McCarthy (NY)
     McCollum
     McDermott
     McGovern
     McIntyre
     McNerney
     Meeks
     Michaud
     Miller (NC)
     Miller, George
     Moran
     Murphy (CT)
     Nadler
     Napolitano
     Neal
     Olver
     Pallone
     Pascrell
     Pastor (AZ)
     Perlmutter
     Peters
     Peterson
     Pingree (ME)
     Polis
     Price (NC)
     Quigley
     Rahall
     Reyes
     Richardson
     Richmond
     Rothman (NJ)
     Roybal-Allard
     Ruppersberger
     Ryan (OH)
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Schakowsky
     Schiff
     Scott (VA)
     Scott, David
     Serrano
     Sewell
     Sherman
     Sires
     Slaughter
     Speier
     Stark
     Sutton
     Thompson (CA)
     Thompson (MS)
     Tierney
     Tonko
     Towns
     Tsongas
     Van Hollen
     Velazquez
     Walz (MN)
     Wasserman Schultz
     Waters
     Watt
     Waxman
     Welch
     Wilson (FL)
     Yarmuth

                               NOES--244

     Adams
     Aderholt
     Akin
     Alexander
     Amash
     Amodei
     Austria
     Bachmann
     Bachus
     Barletta
     Bartlett
     Barton (TX)
     Bass (NH)
     Benishek
     Berg
     Biggert
     Bilbray
     Bilirakis
     Bishop (UT)
     Black
     Blackburn
     Bonner
     Bono Mack
     Boren
     Boustany
     Brady (TX)
     Brooks
     Broun (GA)
     Buchanan
     Bucshon
     Buerkle
     Burgess
     Burton (IN)
     Calvert
     Camp
     Campbell
     Canseco
     Cantor
     Capito
     Cardoza
     Carney
     Carter
     Cassidy
     Chabot
     Chaffetz
     Coble
     Coffman (CO)
     Cole
     Conaway
     Connolly (VA)
     Cooper
     Costa
     Cravaack
     Crawford
     Crenshaw
     Culberson
     Davis (KY)
     Dent
     DesJarlais
     Diaz-Balart
     Dold
     Dreier
     Duffy
     Duncan (SC)
     Ellmers
     Emerson
     Farenthold
     Fincher
     Fitzpatrick
     Flake
     Fleischmann
     Fleming
     Flores
     Forbes
     Fortenberry
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Gardner
     Garrett
     Gerlach
     Gibbs
     Gibson
     Gingrey (GA)
     Gohmert
     Goodlatte
     Gosar
     Gowdy
     Granger
     Graves (GA)
     Graves (MO)
     Griffin (AR)
     Griffith (VA)
     Grimm
     Guinta
     Guthrie
     Hall
     Harper
     Harris
     Hartzler
     Hastings (WA)
     Hayworth
     Heck
     Hensarling
     Herger
     Herrera Beutler
     Himes
     Huelskamp
     Huizenga (MI)
     Hultgren
     Hunter
     Hurt
     Issa
     Jenkins
     Johnson (IL)
     Johnson (OH)
     Johnson, Sam
     Jordan
     Kelly
     Kind
     King (IA)
     King (NY)
     Kingston
     Kinzinger (IL)
     Kline
     Lamborn
     Lance
     Landry
     Lankford
     Latham
     LaTourette
     Latta
     Lewis (CA)
     LoBiondo
     Long
     Lucas
     Luetkemeyer
     Lummis
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     Marino
     McCarthy (CA)
     McCaul
     McClintock
     McCotter
     McHenry
     McKeon
     McKinley
     McMorris Rodgers
     Meehan
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Mulvaney
     Murphy (PA)
     Myrick
     Neugebauer
     Noem
     Nugent
     Nunes
     Nunnelee
     Olson
     Owens
     Palazzo
     Paulsen
     Pearce
     Pence
     Petri
     Pitts
     Platts
     Poe (TX)
     Pompeo
     Posey
     Price (GA)
     Quayle
     Reed
     Rehberg
     Reichert
     Renacci
     Ribble
     Rigell
     Rivera
     Roby
     Roe (TN)
     Rogers (AL)
     Rogers (KY)
     Rogers (MI)
     Rohrabacher
     Rokita
     Rooney
     Ros-Lehtinen
     Roskam
     Ross (AR)
     Ross (FL)
     Royce
     Runyan
     Ryan (WI)
     Scalise
     Schilling
     Schweikert
     Scott (SC)
     Scott, Austin
     Sensenbrenner
     Sessions
     Shimkus
     Shuler
     Simpson
     Smith (NE)
     Smith (NJ)
     Smith (TX)
     Smith (WA)
     Southerland
     Stearns
     Stivers
     Stutzman
     Sullivan
     Terry
     Thompson (PA)
     Thornberry
     Tiberi
     Tipton
     Turner (NY)
     Turner (OH)
     Upton
     Walberg
     Walden
     Walsh (IL)
     Webster
     West
     Westmoreland
     Whitfield
     Wilson (SC)
     Wittman
     Wolf
     Womack
     Woodall
     Yoder
     Young (AK)
     Young (FL)
     Young (IN)

                             NOT VOTING--19

     Cohen
     Davis (IL)
     Denham
     Filner
     Gutierrez
     Hinojosa
     Labrador
     Moore
     Paul
     Pelosi
     Rangel
     Rush
     Schmidt
     Schock
     Schrader
     Schwartz
     Shuster
     Visclosky
     Woolsey


                    Announcement by the Acting Chair

  The Acting CHAIR (during the vote). There is 1 minute remaining.

                              {time}  1826

  So the amendment was rejected.
  The result of the vote was announced as above recorded.
  Stated for:
  Mr. FILNER. Mr. Chair, on rollcall 104, I was away from the Capitol 
due to prior commitments to my constituents. Had I been present, I 
would have voted ``aye.''


                          PERSONAL EXPLANATION

  Ms. SCHWARTZ. Mr. Chair, during rollcall vote number 103 and 104 on 
Himes and Ellison amendments, I was unavoidably detained. Had I been 
present, I would have voted ``aye.''


                 Amendment No. 6 Offered by Ms. Waters

  The Acting CHAIR. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentlewoman from 
California (Ms. Waters) on which further proceedings were postponed and 
on which the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The Clerk redesignated the amendment.


                             Recorded Vote

  The Acting CHAIR. A recorded vote has been demanded.
  A recorded vote was ordered.
  The Acting CHAIR. This will be a 2-minute vote.
  The vote was taken by electronic device, and there were--ayes 161, 
noes 259, not voting 12, as follows:

                             [Roll No. 105]

                               AYES--161

     Ackerman
     Andrews
     Baca
     Baldwin
     Bass (CA)
     Becerra
     Berkley
     Berman
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bonamici
     Boswell
     Brady (PA)
     Braley (IA)
     Brown (FL)
     Butterfield
     Capps
     Capuano
     Carnahan
     Carson (IN)
     Castor (FL)
     Chandler
     Chu
     Cicilline
     Clarke (MI)
     Clarke (NY)
     Clay
     Cleaver
     Clyburn
     Cohen
     Conyers
     Costello
     Courtney
     Critz
     Cummings
     Davis (CA)
     DeFazio
     DeGette
     DeLauro
     Deutch
     Dicks
     Dingell
     Doggett
     Donnelly (IN)
     Doyle
     Edwards
     Ellison
     Engel
     Eshoo
     Farr
     Fattah
     Frank (MA)
     Fudge
     Gonzalez
     Green, Al
     Green, Gene
     Grijalva
     Gutierrez
     Hahn
     Hanabusa
     Hastings (FL)
     Heinrich

[[Page 3070]]


     Higgins
     Himes
     Hinchey
     Hirono
     Hochul
     Holden
     Holt
     Honda
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson Lee (TX)
     Johnson (GA)
     Johnson, E. B.
     Kaptur
     Keating
     Kildee
     Kucinich
     Langevin
     Larson (CT)
     Lee (CA)
     Levin
     Lewis (GA)
     Lipinski
     Loebsack
     Lofgren, Zoe
     Lowey
     Lujan
     Lynch
     Maloney
     Markey
     Matsui
     McCollum
     McDermott
     McGovern
     McIntyre
     McNerney
     Meeks
     Michaud
     Miller (NC)
     Miller, George
     Moran
     Murphy (CT)
     Nadler
     Napolitano
     Neal
     Olver
     Pallone
     Pascrell
     Pastor (AZ)
     Pelosi
     Perlmutter
     Peters
     Pingree (ME)
     Price (NC)
     Quigley
     Rahall
     Reyes
     Richardson
     Richmond
     Rothman (NJ)
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Schakowsky
     Schiff
     Schwartz
     Scott (VA)
     Scott, David
     Serrano
     Sewell
     Sherman
     Sires
     Slaughter
     Speier
     Stark
     Sutton
     Thompson (CA)
     Thompson (MS)
     Tierney
     Tonko
     Towns
     Tsongas
     Van Hollen
     Velazquez
     Walz (MN)
     Wasserman Schultz
     Waters
     Watt
     Waxman
     Welch
     Wilson (FL)
     Yarmuth

                               NOES--259

     Adams
     Aderholt
     Akin
     Alexander
     Altmire
     Amash
     Amodei
     Austria
     Bachmann
     Bachus
     Barletta
     Barrow
     Bartlett
     Barton (TX)
     Bass (NH)
     Benishek
     Berg
     Biggert
     Bilbray
     Bilirakis
     Bishop (UT)
     Black
     Blackburn
     Bonner
     Bono Mack
     Boren
     Boustany
     Brady (TX)
     Brooks
     Broun (GA)
     Buchanan
     Bucshon
     Buerkle
     Burgess
     Burton (IN)
     Calvert
     Camp
     Campbell
     Canseco
     Cantor
     Capito
     Cardoza
     Carney
     Carter
     Cassidy
     Chabot
     Chaffetz
     Coble
     Coffman (CO)
     Cole
     Conaway
     Connolly (VA)
     Cooper
     Costa
     Cravaack
     Crawford
     Crenshaw
     Crowley
     Cuellar
     Culberson
     Davis (KY)
     Dent
     DesJarlais
     Diaz-Balart
     Dold
     Dreier
     Duffy
     Duncan (SC)
     Duncan (TN)
     Ellmers
     Emerson
     Farenthold
     Fincher
     Fitzpatrick
     Flake
     Fleischmann
     Fleming
     Flores
     Forbes
     Fortenberry
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Garamendi
     Gardner
     Garrett
     Gerlach
     Gibbs
     Gibson
     Gingrey (GA)
     Gohmert
     Goodlatte
     Gosar
     Gowdy
     Granger
     Graves (GA)
     Graves (MO)
     Griffin (AR)
     Griffith (VA)
     Grimm
     Guinta
     Guthrie
     Hall
     Hanna
     Harper
     Harris
     Hartzler
     Hastings (WA)
     Hayworth
     Heck
     Hensarling
     Herger
     Herrera Beutler
     Huelskamp
     Huizenga (MI)
     Hultgren
     Hunter
     Hurt
     Issa
     Jenkins
     Johnson (IL)
     Johnson (OH)
     Johnson, Sam
     Jones
     Jordan
     Kelly
     Kind
     King (IA)
     King (NY)
     Kingston
     Kinzinger (IL)
     Kline
     Lamborn
     Lance
     Landry
     Lankford
     Larsen (WA)
     Latham
     LaTourette
     Latta
     Lewis (CA)
     LoBiondo
     Long
     Lucas
     Luetkemeyer
     Lummis
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     Marino
     Matheson
     McCarthy (CA)
     McCarthy (NY)
     McCaul
     McClintock
     McCotter
     McHenry
     McKeon
     McKinley
     McMorris Rodgers
     Meehan
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Mulvaney
     Murphy (PA)
     Myrick
     Neugebauer
     Noem
     Nugent
     Nunes
     Nunnelee
     Olson
     Owens
     Palazzo
     Paulsen
     Pearce
     Pence
     Peterson
     Petri
     Pitts
     Platts
     Poe (TX)
     Polis
     Pompeo
     Posey
     Price (GA)
     Quayle
     Reed
     Rehberg
     Reichert
     Renacci
     Ribble
     Rigell
     Rivera
     Roby
     Roe (TN)
     Rogers (AL)
     Rogers (KY)
     Rogers (MI)
     Rohrabacher
     Rokita
     Rooney
     Ros-Lehtinen
     Roskam
     Ross (AR)
     Ross (FL)
     Royce
     Runyan
     Ryan (WI)
     Scalise
     Schilling
     Schock
     Schrader
     Schweikert
     Scott (SC)
     Scott, Austin
     Sensenbrenner
     Sessions
     Shimkus
     Shuler
     Shuster
     Simpson
     Smith (NE)
     Smith (NJ)
     Smith (TX)
     Smith (WA)
     Southerland
     Stearns
     Stivers
     Stutzman
     Sullivan
     Terry
     Thompson (PA)
     Thornberry
     Tiberi
     Tipton
     Turner (NY)
     Turner (OH)
     Upton
     Walberg
     Walden
     Walsh (IL)
     Webster
     West
     Westmoreland
     Whitfield
     Wilson (SC)
     Wittman
     Wolf
     Womack
     Woodall
     Yoder
     Young (AK)
     Young (FL)
     Young (IN)

                             NOT VOTING--12

     Davis (IL)
     Denham
     Filner
     Hinojosa
     Kissell
     Labrador
     Moore
     Paul
     Rangel
     Schmidt
     Visclosky
     Woolsey


                    Announcement by the Acting Chair

  The Acting CHAIR (during the vote). There is 1 minute remaining.

                              {time}  1833

  Mr. CROWLEY changed his vote from ``aye'' to ``no.''
  So the amendment was rejected.
  The result of the vote was announced as above recorded.
  Stated for:
  Mr. FILNER. Mr. Chair, on rollcall 105, I was away from the Capitol 
due to prior commitments to my constituents. Had I been present, I 
would have voted ``aye.''


          Amendment No. 9 Offered by Mr. Connolly of virginia

  The Acting CHAIR. The unfinished business is the demand for a 
recorded vote on the amendment offered by the gentleman from Virginia 
(Mr. Connolly) on which further proceedings were postponed and on which 
the noes prevailed by voice vote.
  The Clerk will redesignate the amendment.
  The Clerk redesignated the amendment.


                             Recorded Vote

  The Acting CHAIR. A recorded vote has been demanded.
  A recorded vote was ordered.
  The Acting CHAIR. This will be a 2-minute vote.
  The vote was taken by electronic device, and there were--ayes 185, 
noes 236, not voting 11, as follows:

                             [Roll No. 106]

                               AYES--185

     Ackerman
     Altmire
     Andrews
     Baca
     Baldwin
     Barrow
     Bass (CA)
     Becerra
     Berkley
     Berman
     Bishop (GA)
     Bishop (NY)
     Blumenauer
     Bonamici
     Boswell
     Brady (PA)
     Braley (IA)
     Brown (FL)
     Burgess
     Butterfield
     Capps
     Capuano
     Carnahan
     Carson (IN)
     Castor (FL)
     Chandler
     Chu
     Cicilline
     Clarke (MI)
     Clarke (NY)
     Clay
     Cleaver
     Clyburn
     Cohen
     Connolly (VA)
     Conyers
     Costello
     Courtney
     Critz
     Crowley
     Cummings
     Davis (CA)
     DeFazio
     DeGette
     DeLauro
     Deutch
     Dicks
     Dingell
     Doggett
     Donnelly (IN)
     Doyle
     Edwards
     Ellison
     Engel
     Eshoo
     Farr
     Fattah
     Fitzpatrick
     Fortenberry
     Frank (MA)
     Fudge
     Garamendi
     Gerlach
     Gibson
     Gonzalez
     Green, Al
     Green, Gene
     Griffith (VA)
     Grijalva
     Gutierrez
     Hahn
     Hanabusa
     Hastings (FL)
     Heinrich
     Higgins
     Hinchey
     Hirono
     Hochul
     Holden
     Holt
     Honda
     Hoyer
     Inslee
     Israel
     Jackson (IL)
     Jackson Lee (TX)
     Johnson (GA)
     Johnson (OH)
     Johnson, E. B.
     Jones
     Kaptur
     Keating
     Kildee
     Kind
     Kissell
     Kucinich
     Langevin
     Larsen (WA)
     Larson (CT)
     Lee (CA)
     Levin
     Lewis (GA)
     Lipinski
     Loebsack
     Lofgren, Zoe
     Lowey
     Lujan
     Lynch
     Maloney
     Markey
     Matsui
     McCarthy (NY)
     McCollum
     McDermott
     McGovern
     McIntyre
     McNerney
     Meeks
     Michaud
     Miller (NC)
     Miller, George
     Moran
     Murphy (CT)
     Nadler
     Napolitano
     Neal
     Olver
     Owens
     Pallone
     Pascrell
     Pastor (AZ)
     Paulsen
     Pelosi
     Perlmutter
     Peters
     Pingree (ME)
     Platts
     Polis
     Price (NC)
     Quigley
     Rahall
     Reyes
     Richardson
     Richmond
     Rothman (NJ)
     Roybal-Allard
     Ruppersberger
     Rush
     Ryan (OH)
     Sanchez, Linda T.
     Sanchez, Loretta
     Sarbanes
     Schakowsky
     Schiff
     Schrader
     Schwartz
     Scott (VA)
     Scott, David
     Sensenbrenner
     Serrano
     Sewell
     Sherman
     Sires
     Slaughter
     Smith (WA)
     Speier
     Stark
     Sutton
     Thompson (CA)
     Thompson (MS)
     Tierney
     Tonko
     Towns
     Tsongas
     Van Hollen
     Velazquez
     Walz (MN)
     Wasserman Schultz
     Waters
     Watt
     Waxman
     Welch
     Wilson (FL)
     Yarmuth
     Young (FL)

                               NOES--236

     Adams
     Aderholt
     Akin
     Alexander
     Amash
     Amodei
     Austria
     Bachmann
     Bachus
     Barletta
     Bartlett
     Barton (TX)
     Bass (NH)
     Benishek
     Berg
     Biggert
     Bilbray
     Bilirakis
     Bishop (UT)
     Black
     Blackburn
     Bonner
     Bono Mack
     Boren
     Boustany
     Brady (TX)
     Brooks
     Broun (GA)
     Buchanan
     Bucshon
     Buerkle
     Burton (IN)
     Calvert
     Camp
     Campbell
     Canseco
     Cantor
     Capito
     Cardoza
     Carney
     Carter
     Cassidy
     Chabot
     Chaffetz
     Coble
     Coffman (CO)
     Cole
     Conaway
     Cooper
     Costa
     Cravaack
     Crawford
     Crenshaw
     Cuellar
     Culberson
     Davis (KY)
     Dent
     DesJarlais
     Diaz-Balart
     Dold
     Dreier
     Duffy
     Duncan (SC)
     Duncan (TN)
     Ellmers
     Emerson
     Farenthold
     Fincher
     Flake
     Fleischmann
     Fleming
     Flores
     Forbes
     Foxx
     Franks (AZ)
     Frelinghuysen
     Gallegly
     Gardner
     Garrett
     Gibbs
     Gingrey (GA)
     Gohmert
     Goodlatte
     Gosar
     Gowdy
     Granger
     Graves (GA)
     Graves (MO)
     Griffin (AR)
     Grimm
     Guinta
     Guthrie
     Hall
     Hanna
     Harper
     Harris
     Hartzler
     Hastings (WA)
     Hayworth
     Heck
     Hensarling
     Herger
     Herrera Beutler
     Himes
     Huelskamp
     Huizenga (MI)
     Hultgren
     Hunter
     Hurt
     Issa
     Jenkins
     Johnson (IL)
     Johnson, Sam
     Jordan
     Kelly
     King (IA)
     King (NY)
     Kingston
     Kinzinger (IL)
     Kline

[[Page 3071]]


     Lamborn
     Lance
     Landry
     Lankford
     Latham
     LaTourette
     Latta
     Lewis (CA)
     LoBiondo
     Long
     Lucas
     Luetkemeyer
     Lummis
     Lungren, Daniel E.
     Mack
     Manzullo
     Marchant
     Marino
     Matheson
     McCarthy (CA)
     McCaul
     McClintock
     McCotter
     McHenry
     McKeon
     McKinley
     McMorris Rodgers
     Meehan
     Mica
     Miller (FL)
     Miller (MI)
     Miller, Gary
     Mulvaney
     Murphy (PA)
     Myrick
     Neugebauer
     Noem
     Nugent
     Nunes
     Nunnelee
     Olson
     Palazzo
     Pearce
     Pence
     Peterson
     Petri
     Pitts
     Poe (TX)
     Pompeo
     Posey
     Price (GA)
     Quayle
     Reed
     Rehberg
     Reichert
     Renacci
     Ribble
     Rigell
     Rivera
     Roby
     Roe (TN)
     Rogers (AL)
     Rogers (KY)
     Rogers (MI)
     Rohrabacher
     Rokita
     Rooney
     Ros-Lehtinen
     Roskam
     Ross (AR)
     Ross (FL)
     Royce
     Runyan
     Ryan (WI)
     Scalise
     Schilling
     Schock
     Schweikert
     Scott (SC)
     Scott, Austin
     Sessions
     Shimkus
     Shuler
     Shuster
     Simpson
     Smith (NE)
     Smith (NJ)
     Smith (TX)
     Southerland
     Stearns
     Stivers
     Stutzman
     Sullivan
     Terry
     Thompson (PA)
     Thornberry
     Tiberi
     Tipton
     Turner (NY)
     Turner (OH)
     Upton
     Walberg
     Walden
     Walsh (IL)
     Webster
     West
     Westmoreland
     Whitfield
     Wilson (SC)
     Wittman
     Wolf
     Womack
     Woodall
     Yoder
     Young (AK)
     Young (IN)

                             NOT VOTING--11

     Davis (IL)
     Denham
     Filner
     Hinojosa
     Labrador
     Moore
     Paul
     Rangel
     Schmidt
     Visclosky
     Woolsey


                    Announcement by the Acting Chair

  The Acting CHAIR (during the vote). There is 1 minute remaining.

                              {time}  1837

  So the amendment was rejected.
  The result of the vote was announced as above recorded.
  Stated for:
  Mr. FILNER. Mr. Chair, on rollcall 106, I was away from the Capitol 
due to prior commitments to my constituents. Had I been present, I 
would have voted ``aye.''
  Mr. HENSARLING. Mr. Chairman, I move that the Committee do now rise.
  The motion was agreed to.
  Accordingly, the Committee rose; and the Speaker pro tempore (Mr. 
Fleischmann) having assumed the chair, Mr. Bishop of Utah, Acting Chair 
of the Committee of the Whole House on the state of the Union, reported 
that that Committee, having had under consideration the bill (H.R. 
3606) to increase American job creation and economic growth by 
improving access to the public capital markets for emerging growth 
companies, had come to no resolution thereon.

                          ____________________