[Congressional Record (Bound Edition), Volume 158 (2012), Part 3]
[Senate]
[Pages 3683-3703]
[From the U.S. Government Publishing Office, www.gpo.gov]




                           TEXT OF AMENDMENTS

  SA 1904. Mr. DeMINT submitted an amendment intended to be proposed by 
him to 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; which was ordered to lie on the table; as 
follows:

       At the appropriate place, insert the following:

     SEC. __. REPEAL OF AUTHORITY TO PROVIDE CERTAIN LOANS TO THE 
                   INTERNATIONAL MONETARY FUND; PROHIBITION ON 
                   LOANS TO THE FUND FOR EUROPEAN FINANCIAL 
                   STABILITY.

       (a) Repeal of Authority to Provide Certain Loans to the 
     International Monetary Fund and Increase in the United States 
     Quota.--
       (1) Repeal of authorities.--The Bretton Woods Agreements 
     Act (22 U.S.C. 286 et seq.) is amended--
       (A) in section 17--
       (i) in subsection (a)--

       (I) by striking ``(1) In order'' and inserting ``In 
     order''; and
       (II) by striking paragraphs (2), (3), and (4); and

       (ii) in subsection (b)--

       (I) by striking ``(1) For the purpose'' and inserting ``For 
     the purpose'';
       (II) by striking ``subsection (a)(1)'' and inserting 
     ``subsection (a)''; and
       (III) by striking paragraph (2);

       (B) by striking sections 64, 65, 66, and 67; and
       (C) by redesignating section 68 as section 64.
       (2) Rescission of amounts.--
       (A) In general.--The unobligated balance of the amounts 
     specified in subparagraph (B)--
       (i) is rescinded;
       (ii) shall be deposited in the general fund of the Treasury 
     to be dedicated for the sole purpose of deficit reduction; 
     and
       (iii) may not be used as an offset for other spending 
     increases or revenue reductions.
       (B) Amounts specified.--The amounts specified in this 
     subparagraph are the amounts appropriated under the heading 
     ``United States Quota, International Monetary Fund'', and 
     under the heading ``Loans to International Monetary Fund'', 
     under the heading ``INTERNATIONAL MONETARY PROGRAMS'' under 
     the heading ``INTERNATIONAL ASSISTANCE PROGRAMS'' in title 
     XIV of the Supplemental Appropriations Act, 2009 (Public Law 
     111-32; 123 Stat. 1916).
       (b) Prohibition on United States Loans to the International 
     Monetary Fund to Be Used for Financing for European Financial 
     Stability.--
       (1) In general.--Section 17 of the Bretton Woods Agreements 
     Act (22 U.S.C. 286e-2), as amended by subsection (a)(1), is 
     further amended by adding at the end the following:
       ``(e) Restriction on Loans to Member States of the European 
     Union.--A loan may not be made under this section in a 
     calendar year to enable the International Monetary Fund to 
     provide financing, directly or indirectly--
       ``(1) to any member state of the European Union, until the 
     ratio of the total outstanding public debt of each such 
     member state to the gross domestic product of the member 
     state, as of the end of the most recent fiscal year of the 
     member state ending in the preceding calendar year, is not 
     more than 60 percent; or
       ``(2) for any new credit or liquidity facility, or any new 
     special purpose vehicle, related to European financial 
     stability.''.
       (2) United states opposition to international monetary fund 
     financing for european financial stability.--The Bretton 
     Woods Agreements Act (22 U.S.C. 286 et seq.), as amended by 
     subsection (a)(1), is further amended by adding at the end 
     the following:

     ``SEC. 65. OPPOSITION OF UNITED STATES TO INTERNATIONAL 
                   MONETARY FUND FINANCING FOR EUROPEAN FINANCIAL 
                   STABILITY.

       ``The Secretary of the Treasury shall instruct the United 
     States Executive Director of the Fund to use the voice and 
     vote of the United States to oppose the provision of 
     financing by the Fund, directly or indirectly--
       ``(1) to any member state of the European Union in a 
     calendar year, until the ratio of the total outstanding 
     public debt of each such member state to the gross domestic 
     product of the member state, as of the end of the most recent 
     fiscal year of the member state ending in the preceding 
     calendar year, is not more than 60 percent; or
       ``(2) for any new credit or liquidity facility, or any new 
     special purpose vehicle, related to European financial 
     stability.''.
       (c) Sense of Congress on Implementation of Doubling of 
     United States Quota in the International Monetary Fund.--It 
     is the sense of Congress that Congress should not approve any 
     legislation to implement the December 15, 2010, vote of the 
     Board of Governors of the International Monetary Fund to 
     double the quota of the United States in the Fund.
                                 ______
                                 
  SA 1905. Mr. DeMINT submitted an amendment intended to be proposed to 
amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for herself, 
Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. Warner, Mr. 
Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. Akaka, Mrs. 
Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; 
which was ordered to lie on the table; as follows:

       In lieu of the matter proposed to be inserted, insert the 
     following:

                TITLE VIII--INTERNATIONAL MONETARY FUND

     SEC. 801. REPEAL OF AUTHORITY TO PROVIDE CERTAIN LOANS TO THE 
                   INTERNATIONAL MONETARY FUND; PROHIBITION ON 
                   LOANS TO THE FUND FOR EUROPEAN FINANCIAL 
                   STABILITY.

       (a) Repeal of Authority to Provide Certain Loans to the 
     International Monetary Fund and Increase in the United States 
     Quota.--
       (1) Repeal of authorities.--The Bretton Woods Agreements 
     Act (22 U.S.C. 286 et seq.) is amended--
       (A) in section 17--
       (i) in subsection (a)--

       (I) by striking ``(1) In order'' and inserting ``In 
     order''; and
       (II) by striking paragraphs (2), (3), and (4); and

       (ii) in subsection (b)--

       (I) by striking ``(1) For the purpose'' and inserting ``For 
     the purpose'';
       (II) by striking ``subsection (a)(1)'' and inserting 
     ``subsection (a)''; and
       (III) by striking paragraph (2);

       (B) by striking sections 64, 65, 66, and 67; and
       (C) by redesignating section 68 as section 64.
       (2) Rescission of amounts.--
       (A) In general.--The unobligated balance of the amounts 
     specified in subparagraph (B)--
       (i) is rescinded;
       (ii) shall be deposited in the general fund of the Treasury 
     to be dedicated for the sole purpose of deficit reduction; 
     and
       (iii) may not be used as an offset for other spending 
     increases or revenue reductions.
       (B) Amounts specified.--The amounts specified in this 
     subparagraph are the amounts appropriated under the heading 
     ``United States Quota, International Monetary Fund'', and 
     under the heading ``Loans to International Monetary Fund'', 
     under the heading ``INTERNATIONAL MONETARY PROGRAMS'' under 
     the heading ``INTERNATIONAL ASSISTANCE PROGRAMS'' in title 
     XIV of the Supplemental Appropriations Act, 2009 (Public Law 
     111-32; 123 Stat. 1916).
       (b) Prohibition on United States Loans to the International 
     Monetary Fund to Be Used for Financing for European Financial 
     Stability.--
       (1) In general.--Section 17 of the Bretton Woods Agreements 
     Act (22 U.S.C. 286e-2), as amended by subsection (a)(1), is 
     further amended by adding at the end the following:
       ``(e) Restriction on Loans to Member States of the European 
     Union.--A loan may not be made under this section in a 
     calendar year to enable the International Monetary Fund to 
     provide financing, directly or indirectly--
       ``(1) to any member state of the European Union, until the 
     ratio of the total outstanding public debt of each such 
     member state to the gross domestic product of the member 
     state, as of the end of the most recent fiscal year of the 
     member state ending in the preceding calendar year, is not 
     more than 60 percent; or
       ``(2) for any new credit or liquidity facility, or any new 
     special purpose vehicle, related to European financial 
     stability.''.
       (2) United states opposition to international monetary fund 
     financing for european financial stability.--The Bretton

[[Page 3684]]

     Woods Agreements Act (22 U.S.C. 286 et seq.), as amended by 
     subsection (a)(1), is further amended by adding at the end 
     the following:

     ``SEC. 65. OPPOSITION OF UNITED STATES TO INTERNATIONAL 
                   MONETARY FUND FINANCING FOR EUROPEAN FINANCIAL 
                   STABILITY.

       ``The Secretary of the Treasury shall instruct the United 
     States Executive Director of the Fund to use the voice and 
     vote of the United States to oppose the provision of 
     financing by the Fund, directly or indirectly--
       ``(1) to any member state of the European Union in a 
     calendar year, until the ratio of the total outstanding 
     public debt of each such member state to the gross domestic 
     product of the member state, as of the end of the most recent 
     fiscal year of the member state ending in the preceding 
     calendar year, is not more than 60 percent; or
       ``(2) for any new credit or liquidity facility, or any new 
     special purpose vehicle, related to European financial 
     stability.''.
       (c) Sense of Congress on Implementation of Doubling of 
     United States Quota in the International Monetary Fund.--It 
     is the sense of Congress that Congress should not approve any 
     legislation to implement the December 15, 2010, vote of the 
     Board of Governors of the International Monetary Fund to 
     double the quota of the United States in the Fund.
                                 ______
                                 
  SA 1906. Mr. DeMINT submitted an amendment intended to be proposed by 
him to 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; which was ordered to lie on the table; as 
follows:

       At the appropriate place, insert the following:

     SEC. __. REPEAL OF PPACA.

       (a) In General.--
       (1) Job-killing health care law.--Effective as of the 
     enactment of Public Law 111-1148, such Act is repealed, and 
     the provisions of law amended or repealed by such Act are 
     restored or revived as if such Act had not been enacted.
       (2) Health care-related provisions in the health care and 
     education reconciliation act of 2010.--Effective as of the 
     enactment of the Health Care and Education Reconciliation Act 
     of 2010 (Public Law 111-152), title I and subtitle B of title 
     II of such Act are repealed, and the provisions of law 
     amended or repealed by such title or subtitle, respectively, 
     are restored or revived as if such title and subtitle had not 
     been enacted.
       (b) Budgetary Effects of This Act.--The budgetary effects 
     of this section, for the purpose of complying with the 
     Statutory Pay-As-You-Go Act of 2010, shall be determined by 
     reference to the latest statement titled ``Budgetary Effects 
     of PAYGO Legislation'' for this section, submitted for 
     printing in the Congressional Record by the Chairman of the 
     Committee on the Budget of the House of Representatives, as 
     long as such statement has been submitted prior to the vote 
     on passage of this Act.
                                 ______
                                 
  SA 1907. Mr. DeMINT submitted an amendment intended to be proposed to 
amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for herself, 
Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. Warner, Mr. 
Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. Akaka, Mrs. 
Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; 
which was ordered to lie on the table; as follows:

       In lieu of the matter proposed to be inserted, insert the 
     following:

                    TITLE__ MISCELLANEOUS PROVISIONS

     SEC. _1. REPEAL OF PPACA.

       (a) In General.--
       (1) Job-killing health care law.--Effective as of the 
     enactment of Public Law 111-148, such Act is repealed, and 
     the provisions of law amended or repealed by such Act are 
     restored or revived as if such Act had not been enacted.
       (2) Health care-related provisions in the health care and 
     education reconciliation act of 2010.--Effective as of the 
     enactment of the Health Care and Education Reconciliation Act 
     of 2010 (Public Law 111-152), title I and subtitle B of title 
     II of such Act are repealed, and the provisions of law 
     amended or repealed by such title or subtitle, respectively, 
     are restored or revived as if such title and subtitle had not 
     been enacted.
       (b) Budgetary Effects of This Act.--The budgetary effects 
     of this section, for the purpose of complying with the 
     Statutory Pay-As-You-Go Act of 2010, shall be determined by 
     reference to the latest statement titled ``Budgetary Effects 
     of PAYGO Legislation'' for this section, submitted for 
     printing in the Congressional Record by the Chairman of the 
     Committee on the Budget of the House of Representatives, as 
     long as such statement has been submitted prior to the vote 
     on passage of this Act.
                                 ______
                                 
  SA 1908. Mr. SANDERS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. INFORMATION AND CERTIFICATIONS ABOUT WORKFORCE 
                   NUMBERS REQUIRED FROM ENTITIES SEEKING OR 
                   RECEIVING FINANCING FROM THE EXPORT-IMPORT BANK 
                   OF THE UNITED STATES.

       Section 2 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635) is amended by adding at the end the following:
       ``(i) Information and Certifications About Workforce 
     Numbers Required From Entities Seeking or Receiving 
     Financing.--
       ``(1) Information required from entities seeking 
     financing.--The Board of Directors of the Bank may not 
     approve an application submitted on or after the date that is 
     90 days after the date of the enactment of the Export-Import 
     Bank Reauthorization Act of 2012 for financing (including any 
     guarantee, insurance, or extension of credit, or 
     participation in any extension of credit) by the Bank for a 
     transaction that is subject to approval by the Board unless, 
     as a condition of providing such financing, the Bank requires 
     the applicant to submit the following information:
       ``(A) The number of individuals employed by the primary 
     exporter involved with the transaction in the United States.
       ``(B) The number of individuals employed by the primary 
     exporter involved with the transaction outside the United 
     States.
       ``(2) Certifications from entities receiving financing.--
       ``(A) In general.--Not later than 1 year after the Board of 
     Directors of the Bank approves an application submitted by an 
     entity for financing for a transaction described in paragraph 
     (1), and annually thereafter until the entity no longer 
     receives financing from the Bank, the entity to which the 
     financing was provided shall submit to the Bank a written 
     certification of--
       ``(i) the percentage of the workforce of the primary 
     exporter involved with the transaction employed in the United 
     States that was separated from employment by the exporter 
     during the year preceding the submission of the report; and
       ``(ii) the percentage of the total workforce of the primary 
     exporter involved with the transaction that was separated 
     from employment by the exporter during the preceding year.
       ``(B) Termination of assistance to certain entities.--If an 
     entity to which financing was provided for a transaction 
     described in paragraph (1) submits a certification to the 
     Bank under subparagraph (A) in which the percentage described 
     in clause (i) of that subparagraph is greater than the 
     percentage described in clause (ii) of that subparagraph, the 
     Bank may not provide any additional financing to that entity 
     until the entity submits a certification under subparagraph 
     (A) in which the percentage described in clause (i) of that 
     subparagraph is not greater than the percentage described in 
     clause (ii) of that subparagraph.
       ``(C) Failure to submit certifications; false 
     certifications.--If an entity to which financing was provided 
     for a transaction described in paragraph (1) does not submit 
     a certification required by subparagraph (A) to the Bank by 
     the date on which the certification is due, or submits a 
     false certification under that subparagraph, the Bank--
       ``(i) shall terminate all financing provided to the entity 
     on and after the date that is 60 days after the date on which 
     the certification was due; and
       ``(ii) may not provide any additional financing to that 
     entity.''.
                                 ______
                                 
  SA 1909. Mr. AKAKA submitted an amendment intended to be proposed by 
him to 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; which was ordered to lie on the table; as 
follows:

       On page 24, between lines 11 and 12, insert the following:
       (d) Definition of Accredited Investor Rules.--Not later 
     than the date on which the Commission revises its rules 
     pursuant to subsection (a), the Commission shall, by rule or 
     regulation, revise its rules to modify the definition of the 
     term ``accredited investor'' in section 230.501 of title 17, 
     Code of Federal Regulations--
       (1) to include a natural person under section 230.501(a)(5) 
     of title 17, Code of Federal

[[Page 3685]]

     Regulations, only if the person has an individual net worth, 
     or joint net worth with the spouse of that person, at the 
     time of the purchase that exceeds $3,000,000, or such higher 
     amount as the Commission may determine better serves the 
     public interest;
       (2) to include a natural person under section 230.501(a)(6) 
     of title 17, Code of Federal Regulations, only if the 
     person--
       (A) had an individual income in excess of $600,000 in each 
     of the 2 most recently completed calendar years, or joint 
     income with the spouse of that person in excess of $900,000 
     in each of those years; and
       (B) has a reasonable expectation of reaching the same 
     income level in the current year, or such higher amounts as 
     the Commission may determine better serve the public 
     interest; and
       (3) to increase the amounts specified in paragraphs (1) and 
     (2) (or such higher amounts as the Commission may determine 
     better serve the public interest) not less than frequently 
     than annually, at a rate at least equal to the rate of any 
     growth in the gross national product for the preceding year.
                                 ______
                                 
  SA 1910. Mrs. FEINSTEIN submitted an amendment intended to be 
proposed to amendment SA 1833 proposed by Mr. Reid (for Mr. Reed (for 
himself, Ms. Landrieu, Mr. Levin, Mr. Brown of Ohio, Mr. Merkley, Mr. 
Akaka, Mr. Whitehouse, Mr. Franken, Mr. Harkin, Mr. Durbin, and Mrs. 
Shaheen)) to 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; which was ordered to lie on the table; as 
follows:

       On page 10, line 1, strike ``$350,000,000'' and all that 
     follows through page 11, line 22 and insert the following: 
     ``$200,000,000 during its most recently completed fiscal 
     year. An issuer that is an emerging growth company as of the 
     first day of that fiscal year and that has completed a sale 
     of common equity securities pursuant to an effective 
     registration statement under this title 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 $200,000,000 or 
     more;
       ``(B) the last day of the fiscal year of the issuer in 
     which 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 occurs;
       ``(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); or
       ``(D) the date on which the issuer has, during the previous 
     3-year period, issued in excess of an aggregate of 
     $1,000,000,000 of securities, other than common equity, 
     whether or not such securities were issued in transactions 
     registered under this title.''.
       (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 the second paragraph designated as 
     paragraph (77) (relating to asset-backed securities) 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 
     $200,000,000 during its most recently completed fiscal year. 
     An issuer that is an emerging growth company as of the first 
     day of that fiscal year and that has completed a sale of 
     common equity securities pursuant to an effective 
     registration statement under the Securities Act of 1933 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 $200,000,000 or 
     more;
                                 ______
                                 
  SA 1911. Mrs. FEINSTEIN submitted an amendment intended to be 
proposed to amendment SA 1833 proposed by Mr. Reid (for Mr. Reed (for 
himself, Ms. Landrieu, Mr. Levin, Mr. Brown of Ohio, Mr. Merkley, Mr. 
Akaka, Mr. Whitehouse, Mr. Franken, Mr. Harkin, Mr. Durbin, and Mrs. 
Shaheen)) to 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; which was ordered to lie on the table; as 
follows:

       On page 13 line 14, strike ``2 years'' and insert ``3 
     years''.
                                 ______
                                 
  SA 1912. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. EXPORT-IMPORT BANK EXPOSURE LIMIT BUSINESS PLAN.

       (a) In General.--Not later than August 31, 2012, the 
     Export-Import Bank of the United States shall submit to 
     Congress and the Comptroller General of the United States a 
     written report that contains the following:
       (1) A business plan that--
       (A) includes a proposal by the Bank that recommends the 
     appropriate exposure limit of the Bank for 2012, 2013, 2014, 
     2015 and beyond;
       (B) justifies the recommendations of the Bank for the 
     appropriate exposure limit; and
       (C) details any anticipated growth of the Bank for 2012, 
     2013, 2014, 2015, and beyond--
       (i) by industry sector;
       (ii) by whether the products involved are short-term loans, 
     medium-term loans, long-term loans, insurance, medium-term 
     guarantees, or long-term guarantees; and
       (iii) by key market.
       (2) An analysis of the potential for increased or decreased 
     risk of loss to the Bank as a result of the proposed exposure 
     limit, including an analysis of increased or decreased risks 
     associated with changes in the composition of Bank exposure, 
     by industry sector, by product offered, and by key market.
       (3) An analysis of the ability of the Bank to meet its 
     small business and sub-Saharan Africa mandates and comply 
     with its carbon policy mandate under the proposed exposure 
     limit, and an analysis of any increased or decreased risk of 
     loss associated with meeting or complying with the mandates 
     under the proposed exposure limit.
       (4) An analysis of the ability of the Bank to process, 
     approve, and monitor authorizations, including the conducting 
     of required economic impact analysis, under the proposed 
     exposure limit.
       (b) GAO Review of Report and Business Plan.--Not later than 
     December 31, 2012, the Comptroller General of the United 
     States shall submit to Congress a written analysis of the 
     report and business plan submitted under subsection (a), 
     which shall include such recommendations with respect to the 
     report and business plan as the Comptroller General deems 
     appropriate.
                                 ______
                                 
  SA 1913. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       Strike section 809 of the amendment and insert the 
     following:

     SEC. 809. CONTENT GUIDELINES FOR THE PROVISION OF FINANCING 
                   BY THE EXPORT-IMPORT BANK OF THE UNITED STATES.

       Section 2 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635) is amended by adding at the end the following:
       ``(i) Content Guidelines for the Provision of Financing.--
       ``(1) In general.--The Bank shall, after notice and comment 
     and Board approval, establish clear and comprehensive 
     guidelines with respect to the content of the goods and 
     services involved in a transaction for which the Bank will 
     provide financing, which shall be aimed at ensuring that the 
     Bank enables companies with operations in the United States 
     to maintain and create jobs in the United States and 
     contribute to a stronger national economy through the export 
     of their goods and services.
       ``(2) Required considerations.--In establishing the 
     guidelines, the Bank shall take into account such 
     considerations as the Bank deems relevant to meet the 
     purposes described in paragraph (1), including the following:
       ``(A) The needs of different industry sectors to obtain 
     financing from the Bank for exporting their products or 
     services in order to create and maintain jobs in the United 
     States.
       ``(B) The ability of companies with operations in the 
     United States to compete effectively for export opportunities 
     that will create and maintain jobs in the United States, 
     particularly with respect to the Bank's content requirements 
     and co-financing arrangements.
       ``(C) The totality of support, including financing and 
     subsidies, extended by export credit agencies to support the 
     exports of goods and services, as well as key differences in, 
     types of trade-offs among, and national trade promotion 
     strategies of OECD member countries and of non-OECD member 
     countries.

[[Page 3686]]

       ``(D) Recommendations from the advisory committee 
     established under section 3(d), including any dissenting 
     views.
       ``(E) Any findings or recommendations of the Government 
     Accountability Office pertaining to the ability of the Bank 
     to provide financing that is competitive with the financing 
     provided by foreign export credit agencies, to enable 
     companies with operations in the United States to contribute 
     to a stronger United States economy by maintaining or 
     increasing the employment of workers in the United States 
     through the export of goods and services.
       ``(F) The effects of the guidelines on the manufacturing 
     workforce and service workforce of the United States.
       ``(G) The effect of changes to current Bank content 
     requirements on the incentive for companies to create and 
     maintain operations in the United States in order to increase 
     the employment of workers in the United States.
       ``(3) Separate guidelines.--
       ``(A) The Bank may establish separate guidelines under this 
     subsection for services and for goods.
       ``(B) The Bank may establish separate guidelines under this 
     subsection for small business concerns (as defined in section 
     3(a) of the Small Business Act).
       ``(C) The Bank may continue separate guidelines under this 
     subsection with respect to different terms and products.
       ``(4) Certification that domestic content has not been 
     reduced because of the guidelines.--In determining whether to 
     provide financing for a proposed transaction, the exporter 
     shall certify that the domestic content of a good has not 
     been reduced solely as a result of the guidelines.
       ``(5) Procedural provisions.--Within 60 days after the date 
     of the enactment of this Act, the Bank shall publish a notice 
     with respect to the issuance or modification of guidelines 
     under this subsection. Within 60 days after the end of the 
     public comment period otherwise required by law with respect 
     to the issuance or modification of the guidelines, the Bank 
     shall submit to the Congress, for its review, the guidelines 
     in proposed final form. At the end of the 60-day period that 
     begins with the date the proposed final guidelines are so 
     submitted, the proposed final guidelines shall be considered 
     a final agency action for all purposes and shall take effect 
     and be implemented immediately.
       ``(6) Term.--Every 2 years, the Bank shall review and, as 
     appropriate, modify the guidelines, subject to paragraph (5).
       ``(7) Report to congress.--Within 1 year after the 
     implementation of new or modified guidelines under this 
     subsection, the Inspector General of the Bank shall submit to 
     the Congress a report evaluating the guidelines, which shall 
     include--
       ``(A) a discussion of the considerations required to be 
     taken into account in establishing the guidelines, a 
     comparison of how the guidelines reflect each consideration, 
     and a description of the extent to which the guidelines 
     enabled companies with operations in the United States who 
     submitted an application for financing from the Bank to 
     maintain and create jobs in the United States and contribute 
     to a stronger national economy through the export of their 
     goods and services;
       ``(B) a description of the effect of the guidelines on the 
     number of domestic jobs to be supported, the kinds of 
     domestic jobs to be supported, including their duration and 
     geographic location, and the existence and nature of any 
     transfers of technology or production; and
       ``(C) recommendations for how the guidelines could be 
     modified to better facilitate exports of goods and services 
     from the United States in order to maintain and create jobs 
     in the United States and contribute to a stronger national 
     economy.''.
                                 ______
                                 
  SA 1914. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. NON-SUBORDINATION REQUIREMENT.

       Section 2 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635) is amended by adding at the end the following:
       ``(i) Non-subordination Requirement.--In entering into 
     financing contracts, the Bank shall seek a creditor status 
     which is not subordinate to that of all other creditors, in 
     order to reduce the risk to, and enhance recoveries for, the 
     Bank.''.
                                 ______
                                 
  SA 1915. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. IMPROVEMENT OF METHOD FOR CALCULATING THE EFFECTS 
                   OF FINANCING BY THE EXPORT-IMPORT BANK OF THE 
                   UNITED STATES ON JOB CREATION AND MAINTENANCE 
                   IN THE UNITED STATES.

       (a) GAO Study.--The Comptroller General of the United 
     States shall conduct a study of the process and methodology 
     used by the Export-Import Bank of the United States (in this 
     section referred to as the ``Bank'') to calculate the effects 
     of the provision of financing by the Bank on the creation and 
     maintenance of employment in the United States, determine and 
     assess the basis on which the Bank has used that methodology, 
     and make any recommendations the Comptroller General deems 
     appropriate.
       (b) Report.--Not later than 1 year after the date of the 
     enactment of this Act, the Comptroller General shall submit 
     to Congress and the Bank the results of the study required by 
     subsection (a).
       (c) Implementation of Recommendations.--If the report 
     submitted pursuant to subsection (b) includes 
     recommendations, the Bank may establish a more accurate 
     methodology of the kind described in subsection (a) based on 
     the recommendations.
                                 ______
                                 
  SA 1916. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. PERIODIC AUDITS OF TRANSACTIONS OF THE EXPORT-
                   IMPORT BANK OF THE UNITED STATES.

       (a) In General.--Not later than 2 years after the date of 
     the enactment of this Act, and periodically (but not less 
     frequently than every 4 years) thereafter, the Comptroller 
     General of the United States shall conduct an audit of the 
     loan and guarantee transactions of the Export-Import Bank of 
     the United States to determine the compliance of the Bank 
     with the underwriting guidelines, lending policies, due 
     diligence procedures, and content guidelines of the Bank.
       (b) Review of Fraud Controls.--The Comptroller General of 
     the United States shall review the adequacy of the design and 
     effectiveness of the controls used by the Export-Import Bank 
     of the United States to prevent, detect, and investigate 
     fraudulent applications for loans and guarantees, including 
     by auditing a sample of Bank transactions, and submit to 
     Congress a written report that contains such recommendations 
     with respect to the controls as the Comptroller General deems 
     appropriate.
                                 ______
                                 
  SA 1917. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. FOREIGN AIR CARRIERS ECONOMIC IMPACT ANALYSES.

       Section 2 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635) is amended by adding at the end the following:
       ``(i) Foreign Air Carriers Economic Impact Analyses.--
       ``(1) Procedures to reduce adverse effects of loans and 
     guarantees.--
       ``(A) Notice and comment requirements.--
       ``(i) In general.--Before considering or approving any 
     application for a loan or financial guarantee that may be 
     used in whole or in part to purchase large air carrier 
     aircraft, the Bank shall--

       ``(I) publish in the Federal Register a notice of the 
     application;
       ``(II) provide a period of not less than 14 days (which, on 
     request by any affected

[[Page 3687]]

     party, shall be extended to a period of not more than 30 
     days) for the submission to the Bank of comments on the 
     economic or other potentially adverse effects of the 
     provision of the loan or guarantee; and
       ``(III) seek comments on the economic or other potentially 
     adverse effects of the provision of the loan or guarantee 
     from the Department of Commerce, the Office of Management and 
     Budget, the Committee on Banking, Housing, and Urban Affairs 
     of the Senate, and the Committee on Financial Services of the 
     House of Representatives.

       ``(ii) Content of notice.--The notice published under 
     clause (i)(I) with respect to an application for a loan or 
     financial guarantee that may be used in whole or in part to 
     purchase large air carrier aircraft shall include appropriate 
     information about--

       ``(I) the country to which the aircraft will be shipped;
       ``(II) the type of aircraft being exported;
       ``(III) the amount of the loan or guarantee;
       ``(IV) the number of aircraft that would be produced as a 
     result of the provision of the loan or guarantee.

       ``(B) Procedure regarding materially changed 
     applications.--If a material change is made to an application 
     to which subparagraph (A)(i) applies, after a notice with 
     respect to the application is published under subparagraph 
     (A)(i)(I), the Bank shall publish in the Federal Register a 
     revised notice of the application and provide for an 
     additional comment period as provided in subparagraph 
     (A)(i)(II).
       ``(C) Requirement to address views of adversely affected 
     persons.--Before taking final action on an application to 
     which subparagraph (A)(i) applies, the staff of the Bank 
     shall provide in writing to the Board of Directors the views 
     of any person who submitted comments on the application 
     pursuant to this paragraph.
       ``(D) Publication of conclusions.--Within 30 days after a 
     party affected by a final decision of the Board of Directors 
     with respect to a loan or guarantee to which subparagraph 
     (A)(i) applies makes a written request therefor, the Bank 
     shall provide to the affected party a non-confidential 
     summary of the facts found and conclusions reached in any 
     detailed economic impact analysis or similar study with 
     respect to the loan or guarantee, that was submitted to the 
     Board of Directors.
       ``(2) Definitions.--In this subsection:
       ``(A) Large air carrier aircraft.--The term `large air 
     carrier aircraft', means an aircraft designed to hold seats 
     for at least 31 passengers.
       ``(B) Material change.--The term `material change', with 
     respect to an application for a loan or guarantee that may be 
     used in whole or in part to purchase large air carrier 
     aircraft, includes--
       ``(i) a change of at least 25 percent in the amount of a 
     loan or guarantee requested in the application; and
       ``(ii) a change in the type or number of aircraft to be 
     produced as a result of any transaction that would be 
     facilitated by the provision of the loan or guarantee.''.
                                 ______
                                 
  SA 1918. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. PUBLICATION OF GUIDELINES FOR ECONOMIC IMPACT 
                   ANALYSES AND DOCUMENTATION OF SUCH ANALYSES.

       (a) Publication of Guidelines.--Not later than 90 days 
     after the date of the enactment of this Act, the Export-
     Import Bank of the United States shall develop and make 
     publicly available methodological guidelines to be used by 
     the Bank in conducting economic impact analyses or similar 
     studies under section 2(e) of the Export-Import Bank Act of 
     1945 (12 U.S.C. 635(e)). In developing the guidelines, the 
     Bank shall take into consideration any relevant guidance from 
     the Office of Management and Budget.
       (b) Maintenance of Documentation.--Section 2(e)(7) of the 
     Export-Import Bank Act of 1945 (12 U.S.C. 635(e)(7)) is 
     amended by redesignating subparagraphs (E) and (F) as 
     subparagraphs (F) and (G), respectively, and inserting after 
     subparagraph (D) the following:
       ``(E) Maintenance of documentation.--The Bank shall 
     maintain documentation relating to economic impact analyses 
     and similar studies conducted under this subsection in a 
     manner consistent with the Standards for Internal Control of 
     the Federal Government issued by the Comptroller General of 
     the United States.''.
                                 ______
                                 
  SA 1919. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. DISCLOSURE REQUIREMENT FOR BOARD MEETINGS.

       Section 3(c)(9) of the Export-Import Bank Act of 1945 (12 
     U.S.C. 635a(c)(9)) is amended by adding at the end the 
     following new sentence: ``Not later than 25 days before any 
     meeting of the Board for final consideration of a transaction 
     the value of which exceeds $75,000,000, and concurrent with 
     any statement required to be submitted under section 2(b)(3) 
     with respect to the transaction, the Bank shall post a notice 
     on the website of the Bank that includes a description of the 
     item proposed to be financed, the identities of the obligor, 
     principal supplier, and guarantor, and a description of any 
     item with respect to which Bank financing is being sought, in 
     a manner that does not disclose any information that is 
     confidential or proprietary business information, that would 
     violate the Trade Secrets Act, or that would jeopardize jobs 
     in the United States by supplying information which 
     competitors could use to compete with companies in the United 
     States.''.
                                 ______
                                 
  SA 1920. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       Strike section 812 of the amendment and insert the 
     following:

     SEC. 812. REPORT BY THE COMPTROLLER GENERAL OF THE UNITED 
                   STATES ON THE ROLE OF THE EXPORT-IMPORT BANK OF 
                   THE UNITED STATES IN THE WORLD ECONOMY AND THE 
                   BANK'S RISK MANAGEMENT.

       Not later than 1 year after the date of the enactment of 
     this Act, the Comptroller General of the United States shall 
     complete and submit to the Export-Import Bank of the United 
     States, the Committee on Banking, Housing, and Urban Affairs 
     of the Senate, and the Committee on Financial Services of the 
     House of Representatives a report that evaluates--
       (1) the history of the rate of growth of the Bank, and its 
     causes, with specific consideration given to--
       (A) the capital market conditions for export financing;
       (B) increased competition from foreign export credit 
     agencies;
       (C) the rate of growth of the Bank from 2008 to the 
     present;
       (2) the effectiveness of the Bank's risk management, 
     including--
       (A) potential for losses from each of the products offered 
     by the Bank; and
       (B) the overall risk of the Bank's portfolio, taking into 
     account--
       (i) market risk;
       (ii) credit risk;
       (iii) political risk;
       (iv) industry-concentration risk;
       (v) geographic-concentration risk;
       (vi) obligor-concentration risk; and
       (vii) foreign-currency risk;
       (3) the Bank's use of historical default and recovery rates 
     to calculate future program costs, taking into consideration 
     cost estimates determined under the Federal Credit Reform Act 
     of 1990 (2 U.S.C. 661 et seq.) and whether discount rates 
     applied to cost estimates should reflect the risks described 
     in paragraph (2);
       (4) the fees charged by the Bank for the products the Bank 
     offers, whether the Bank's fees properly reflect the risks 
     described in paragraph (2), and how the fees are affected by 
     United States participation in international agreements; and
       (5) whether the Bank's loan loss reserves policy is 
     sufficient to cover the risks described in paragraph (2).
                                 ______
                                 
  SA 1921. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to the bill 
H.R. 3606, to

[[Page 3688]]

increase American job creation and economic growth by improving access 
to the public capital markets for emerging growth companies; which was 
ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. CATEGORIZATION OF PURPOSE OF LOANS AND LONG-TERM 
                   GUARANTEES IN ANNUAL REPORT.

       Section 8 of the Export-Import Bank Act of 1945 (12 U.S.C. 
     635g), as amended by sections 808 and 810, is amended by 
     adding at the end the following:
       ``(i) Categorization of Purpose of Loans and Long-term 
     Guarantees.--In the annual report of the Bank under 
     subsection (a), the Bank shall categorize each loan and long-
     term guarantee made by the Bank in the fiscal year covered by 
     the report, and according to the following purposes:
       ``(1) `To assume commercial or political risk that exporter 
     or private financial institutions are unwilling or unable to 
     undertake'.
       ``(2) `To overcome maturity or other limitations in private 
     sector export financing'.
       ``(3) `To meet competition from a foreign, officially 
     sponsored, export credit competition'.
       ``(4) `Not identified', and the reason why the purpose is 
     not identified.''.
                                 ______
                                 
  SA 1922. Mr. McCAIN (for himself and Mrs. Hagan) submitted an 
amendment intended to be proposed to amendment SA 1833 proposed by Mr. 
Reid (for Mr. Reed (for himself, Ms. Landrieu, Mr. Levin, Mr. Brown of 
Ohio, Mr. Merkley, Mr. Akaka, Mr. Whitehouse, Mr. Franken, Mr. Harkin, 
Mr. Durbin, and Mrs. Shaheen)) to 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; which was ordered 
to lie on the table; as follows:

       At the end, add the following:

                TITLE __--FOREIGN EARNINGS REINVESTMENT

     SEC. _01. SHORT TITLE.

       This title may be cited as the ``Foreign Earnings 
     Reinvestment Act''.

     SEC. __. ALLOWANCE OF TEMPORARY DIVIDENDS RECEIVED DEDUCTION 
                   FOR DIVIDENDS RECEIVED FROM A CONTROLLED 
                   FOREIGN CORPORATION.

       (a) Applicability of Provision.--
       (1) In general.--Subsection (f) of section 965 is amended 
     to read as follows:
       ``(f) Election; Election Year.--
       ``(1) In general.--The taxpayer may elect to apply this 
     section to--
       ``(A) the taxpayer's last taxable year which begins before 
     the date of the enactment of the Foreign Earnings 
     Reinvestment Act, or
       ``(B) the taxpayer's first taxable year which begins during 
     the 1-year period beginning on such date.

     Such election may be made for a taxable year only if made on 
     or before the due date (including extensions) for filing the 
     return of tax for such taxable year.
       ``(C) Election year.--For purposes of this section, the 
     term `election year' means the taxable year--
       ``(i) which begins after the date that is one year before 
     the date of the enactment of the Foreign Earnings 
     Reinvestment Act, and
       ``(ii) to which the taxpayer elects under paragraph (1) to 
     apply this section.''.
       (2) Conforming amendments.--
       (A) Extraordinary dividends.--Section 965(b)(2) of such 
     Code is amended--
       (i) by striking ``June 30, 2003'' and inserting ``September 
     30, 2011'', and
       (ii) by adding at the end the following new sentence: ``The 
     amounts described in clauses (i), (ii), and (iii) shall not 
     include any amounts which were taken into account in 
     determining the deduction under subsection (a) for any prior 
     taxable year.''.
       (B) Determinations relating to related party 
     indebtedness.--Section 965(b)(3)(B) of such Code is amended 
     by striking ``October 3, 2004'' and inserting ``September 30, 
     2011''.
       (C) Applicable financial statement.--Section 965(c)(1) of 
     such Code is amended by striking ``June 30, 2003'' each place 
     it appears and inserting ``September 30, 2011''.
       (D) Determinations relating to base period.--Section 
     965(c)(2) of such Code is amended by striking ``June 30, 
     2003'' and inserting ``September 30, 2011''.
       (b) Deduction Includes Current and Accumulated Foreign 
     Earnings.--
       (1) In general.--Paragraph (1) of section 965(b) of the 
     Internal Revenue Code of 1986 is amended to read as follows:
       ``(1) In general.--The amount of dividends taken into 
     account under subsection (a) shall not exceed the sum of the 
     current and accumulated earnings and profits described in 
     section 959(c)(3) for the year a deduction is claimed under 
     subsection (a), without diminution by reason of any 
     distributions made during the election year, for all 
     controlled foreign corporations of the United States 
     shareholder.''.
       (2) Conforming amendments.--
       (A) Section 965(c) of such Code, as amended by subsection 
     (a), is amended by striking paragraph (1) and by 
     redesignating paragraphs (2), (3), (4), and (5), as 
     paragraphs (1), (2), (3), and (4), respectively.
       (B) Paragraph (4) of section 965(c) of such Code, as 
     redesignated by subparagraph (A), is amended to read as 
     follows:
       ``(4) Controlled groups.--All United States shareholders 
     which are members of an affiliated group filing a 
     consolidated return under section 1501 shall be treated as 
     one United States shareholder.''.
       (c) Amount of Deduction.--
       (1) In general.--Paragraph (1) of section 965(a) of the 
     Internal Revenue Code of 1986 is amended by striking ``85 
     percent'' and inserting ``75 percent''.
       (2) Bonus deduction in subsequent taxable year for 
     increasing jobs.--Section 965 of such Code is amended by 
     adding at the end the following new subsection:
       ``(g) Bonus Deduction.--
       ``(1) In general.--In the case of any taxpayer who makes an 
     election to apply this section, there shall be allowed as a 
     deduction for the first taxable year following the election 
     year an amount equal to the applicable percentage of the cash 
     dividends which are taken into account under subsection (a) 
     with respect to such taxpayer for the election year.
       ``(2) Applicable percentage.--For purposes of paragraph 
     (1), the applicable percentage is the amount which bears the 
     same ratio (not greater than 1) to 10 percent as--
       ``(A) the excess (if any) of--
       ``(i) the qualified payroll of the taxpayer for the 
     calendar year which begins with or within the first taxable 
     year following the election year, over
       ``(ii) the qualified payroll of the taxpayer for calendar 
     year 2010, bears to
       ``(B) 10 percent of the qualified payroll of the taxpayer 
     for calendar year 2010.''
       ``(3) Qualified payroll.--For purposes of this paragraph:
       ``(A) In general.--The term `qualified payroll' means, with 
     respect to a taxpayer for any calendar year, the aggregate 
     wages (as defined in section 3121(a)) paid by the corporation 
     during such calendar year.
       ``(B) Exception for changes in ownership of trades or 
     businesses.--
       ``(i) Acquisitions.--If, after December 31, 2009, and 
     before the close of the first taxable year following the 
     election year, a taxpayer acquires the trade or business of a 
     predecessor, then the qualified payroll of such taxpayer for 
     any calendar year shall be increased by so much of the 
     qualified payroll of the predecessor for such calendar year 
     as was attributable to the trade or business acquired by the 
     taxpayer.
       ``(ii) Dispositions.--If, after December 31, 2009, and 
     before the close of the first taxable year following the 
     election year, a taxpayer disposes of a trade or business, 
     then--

       ``(I) the qualified payroll of such taxpayer for calendar 
     year 2010 shall be decreased by the amount of wages for such 
     calendar year as were attributable to the trade or business 
     which was disposed of by the taxpayer, and
       ``(II) if the disposition occurs after the beginning of the 
     first taxable year following the election year, the qualified 
     payroll of such taxpayer for the calendar year which begins 
     with or within such taxable year shall be decreased by the 
     amount of wages for such calendar year as were attributable 
     to the trade or business which was disposed of by the 
     taxpayer.

       ``(C) Special rule.--For purposes of determining qualified 
     payroll for any calendar year after calendar year 2011, such 
     term shall not include wages paid to any individual if such 
     individual received compensation from the taxpayer for 
     services performed--
       ``(i) after the date of the enactment of this paragraph, 
     and
       ``(ii) at a time when such individual was not an employee 
     of the taxpayer.''.
       (3) Reduction for failure to maintain employment levels.--
     Paragraph (4) of section 965(b) of such Code (relating to 
     limitations) is amended to read as follows:
       ``(4) Reduction in benefits for failure to maintain 
     employment levels.--
       ``(A) In general.--If, during the period consisting of the 
     calendar month in which the taxpayer first receives a 
     distribution described in subsection (a)(1) and the 
     succeeding 23 calendar months, the taxpayer does not maintain 
     an average employment level at least equal to the taxpayer's 
     prior average employment, an additional amount equal to 
     $75,000 multiplied by the number of employees by which the 
     taxpayer's average employment level during such period falls 
     below the prior average employment (but not exceeding the 
     aggregate amount allowed as a deduction pursuant to 
     subsection (a)(1)) shall be taken into income by the taxpayer 
     during the taxable year that includes the final day of such 
     period.
       ``(B) Average employment level.--For purposes of this 
     paragraph, the taxpayer's average employment level for a 
     period shall be the average number of full-time United States 
     employees of the taxpayer, measured at the end of each month 
     during the period.
       ``(C) Prior average employment.--For purposes of this 
     paragraph, the taxpayer's `prior average employment' shall be 
     the average number of full-time United States employees of 
     the taxpayer during the period consisting of the 24 calendar 
     months immediately preceding the calendar month in which the 
     taxpayer first receives a distribution described in 
     subsection (a)(1).

[[Page 3689]]

       ``(D) Full-time united states employee.--For purposes of 
     this paragraph--
       ``(i) In general.--The term `full-time United States 
     employee' means an individual who provides services in the 
     United States as a full-time employee, based on the 
     employer's standards and practices; except that regardless of 
     the employer's classification of the employee, an employee 
     whose normal schedule is 40 hours or more per week is 
     considered a full-time employee.
       ``(ii) Exception for changes in ownership of trades or 
     businesses.--Such term does not include--

       ``(I) any individual who was an employee, on the date of 
     acquisition, of any trade or business acquired by the 
     taxpayer during the 24-month period referred to in 
     subparagraph (A), and
       ``(II) any individual who was an employee of any trade or 
     business disposed of by the taxpayer during the 24-month 
     period referred to in subparagraph (A) or the 24-month period 
     referred to in subparagraph (C).

       ``(E) Aggregation rules.--In determining the taxpayer's 
     average employment level and prior average employment, all 
     domestic members of a controlled group shall be treated as a 
     single taxpayer.''.
       (d) Effective Date.--The amendments made by this section 
     shall apply to taxable years ending after the date of the 
     enactment of this Act.
                                 ______
                                 
  SA 1923. Mr. McCAIN (for himself and Mrs. Hagan) submitted an 
amendment intended to be proposed to amendment SA 1836 proposed by Mr. 
Reid (for Ms. Cantwell (for herself, Mr. Johnson of South Dakota, Mr. 
Graham, Mr. Shelby, Mr. Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. 
Hagan, Mr. Coons, Mr. Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and 
Mr. Kirk)) to 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; which was ordered to lie on the table; as 
follows:

       At the end, add the following:

                TITLE __--FOREIGN EARNINGS REINVESTMENT

     SEC. _01. SHORT TITLE.

       This title may be cited as the ``Foreign Earnings 
     Reinvestment Act''.

     SEC. __. ALLOWANCE OF TEMPORARY DIVIDENDS RECEIVED DEDUCTION 
                   FOR DIVIDENDS RECEIVED FROM A CONTROLLED 
                   FOREIGN CORPORATION.

       (a) Applicability of Provision.--
       (1) In general.--Subsection (f) of section 965 is amended 
     to read as follows:
       ``(f) Election; Election Year.--
       ``(1) In general.--The taxpayer may elect to apply this 
     section to--
       ``(A) the taxpayer's last taxable year which begins before 
     the date of the enactment of the Foreign Earnings 
     Reinvestment Act, or
       ``(B) the taxpayer's first taxable year which begins during 
     the 1-year period beginning on such date.
     Such election may be made for a taxable year only if made on 
     or before the due date (including extensions) for filing the 
     return of tax for such taxable year.
       ``(C) Election year.--For purposes of this section, the 
     term `election year' means the taxable year--
       ``(i) which begins after the date that is one year before 
     the date of the enactment of the Foreign Earnings 
     Reinvestment Act, and
       ``(ii) to which the taxpayer elects under paragraph (1) to 
     apply this section.''.
       (2) Conforming amendments.--
       (A) Extraordinary dividends.--Section 965(b)(2) of such 
     Code is amended--
       (i) by striking ``June 30, 2003'' and inserting ``September 
     30, 2011'', and
       (ii) by adding at the end the following new sentence: ``The 
     amounts described in clauses (i), (ii), and (iii) shall not 
     include any amounts which were taken into account in 
     determining the deduction under subsection (a) for any prior 
     taxable year.''.
       (B) Determinations relating to related party 
     indebtedness.--Section 965(b)(3)(B) of such Code is amended 
     by striking ``October 3, 2004'' and inserting ``September 30, 
     2011''.
       (C) Applicable financial statement.--Section 965(c)(1) of 
     such Code is amended by striking ``June 30, 2003'' each place 
     it appears and inserting ``September 30, 2011''.
       (D) Determinations relating to base period.--Section 
     965(c)(2) of such Code is amended by striking ``June 30, 
     2003'' and inserting ``September 30, 2011''.
       (b) Deduction Includes Current and Accumulated Foreign 
     Earnings.--
       (1) In general.--Paragraph (1) of section 965(b) of the 
     Internal Revenue Code of 1986 is amended to read as follows:
       ``(1) In general.--The amount of dividends taken into 
     account under subsection (a) shall not exceed the sum of the 
     current and accumulated earnings and profits described in 
     section 959(c)(3) for the year a deduction is claimed under 
     subsection (a), without diminution by reason of any 
     distributions made during the election year, for all 
     controlled foreign corporations of the United States 
     shareholder.''.
       (2) Conforming amendments.--
       (A) Section 965(c) of such Code, as amended by subsection 
     (a), is amended by striking paragraph (1) and by 
     redesignating paragraphs (2), (3), (4), and (5), as 
     paragraphs (1), (2), (3), and (4), respectively.
       (B) Paragraph (4) of section 965(c) of such Code, as 
     redesignated by subparagraph (A), is amended to read as 
     follows:
       ``(4) Controlled groups.--All United States shareholders 
     which are members of an affiliated group filing a 
     consolidated return under section 1501 shall be treated as 
     one United States shareholder.''.
       (c) Amount of Deduction.--
       (1) In general.--Paragraph (1) of section 965(a) of the 
     Internal Revenue Code of 1986 is amended by striking ``85 
     percent'' and inserting ``75 percent''.
       (2) Bonus deduction in subsequent taxable year for 
     increasing jobs.--Section 965 of such Code is amended by 
     adding at the end the following new subsection:
       ``(g) Bonus Deduction.--
       ``(1) In general.--In the case of any taxpayer who makes an 
     election to apply this section, there shall be allowed as a 
     deduction for the first taxable year following the election 
     year an amount equal to the applicable percentage of the cash 
     dividends which are taken into account under subsection (a) 
     with respect to such taxpayer for the election year.
       ``(2) Applicable percentage.--For purposes of paragraph 
     (1), the applicable percentage is the amount which bears the 
     same ratio (not greater than 1) to 10 percent as--
       ``(A) the excess (if any) of--
       ``(i) the qualified payroll of the taxpayer for the 
     calendar year which begins with or within the first taxable 
     year following the election year, over
       ``(ii) the qualified payroll of the taxpayer for calendar 
     year 2010, bears to
       ``(B) 10 percent of the qualified payroll of the taxpayer 
     for calendar year 2010.''
       ``(3) Qualified payroll.--For purposes of this paragraph:
       ``(A) In general.--The term `qualified payroll' means, with 
     respect to a taxpayer for any calendar year, the aggregate 
     wages (as defined in section 3121(a)) paid by the corporation 
     during such calendar year.
       ``(B) Exception for changes in ownership of trades or 
     businesses.--
       ``(i) Acquisitions.--If, after December 31, 2009, and 
     before the close of the first taxable year following the 
     election year, a taxpayer acquires the trade or business of a 
     predecessor, then the qualified payroll of such taxpayer for 
     any calendar year shall be increased by so much of the 
     qualified payroll of the predecessor for such calendar year 
     as was attributable to the trade or business acquired by the 
     taxpayer.
       ``(ii) Dispositions.--If, after December 31, 2009, and 
     before the close of the first taxable year following the 
     election year, a taxpayer disposes of a trade or business, 
     then--

       ``(I) the qualified payroll of such taxpayer for calendar 
     year 2010 shall be decreased by the amount of wages for such 
     calendar year as were attributable to the trade or business 
     which was disposed of by the taxpayer, and
       ``(II) if the disposition occurs after the beginning of the 
     first taxable year following the election year, the qualified 
     payroll of such taxpayer for the calendar year which begins 
     with or within such taxable year shall be decreased by the 
     amount of wages for such calendar year as were attributable 
     to the trade or business which was disposed of by the 
     taxpayer.

       ``(C) Special rule.--For purposes of determining qualified 
     payroll for any calendar year after calendar year 2011, such 
     term shall not include wages paid to any individual if such 
     individual received compensation from the taxpayer for 
     services performed--
       ``(i) after the date of the enactment of this paragraph, 
     and
       ``(ii) at a time when such individual was not an employee 
     of the taxpayer.''.
       (3) Reduction for failure to maintain employment levels.--
     Paragraph (4) of section 965(b) of such Code (relating to 
     limitations) is amended to read as follows:
       ``(4) Reduction in benefits for failure to maintain 
     employment levels.--
       ``(A) In general.--If, during the period consisting of the 
     calendar month in which the taxpayer first receives a 
     distribution described in subsection (a)(1) and the 
     succeeding 23 calendar months, the taxpayer does not maintain 
     an average employment level at least equal to the taxpayer's 
     prior average employment, an additional amount equal to 
     $75,000 multiplied by the number of employees by which the 
     taxpayer's average employment level during such period falls 
     below the prior average employment (but not exceeding the 
     aggregate amount allowed as a deduction pursuant to 
     subsection (a)(1)) shall be taken into income by the taxpayer 
     during the taxable year that includes the final day of such 
     period.
       ``(B) Average employment level.--For purposes of this 
     paragraph, the taxpayer's average employment level for a 
     period shall be the average number of full-time United States 
     employees of the taxpayer, measured at the end of each month 
     during the period.
       ``(C) Prior average employment.--For purposes of this 
     paragraph, the taxpayer's `prior average employment' shall be 
     the average number of full-time United States employees of 
     the taxpayer during the period consisting of the 24 calendar 
     months immediately preceding the calendar month in

[[Page 3690]]

     which the taxpayer first receives a distribution described in 
     subsection (a)(1).
       ``(D) Full-time united states employee.--For purposes of 
     this paragraph--
       ``(i) In general.--The term `full-time United States 
     employee' means an individual who provides services in the 
     United States as a full-time employee, based on the 
     employer's standards and practices; except that regardless of 
     the employer's classification of the employee, an employee 
     whose normal schedule is 40 hours or more per week is 
     considered a full-time employee.
       ``(ii) Exception for changes in ownership of trades or 
     businesses.--Such term does not include--

       ``(I) any individual who was an employee, on the date of 
     acquisition, of any trade or business acquired by the 
     taxpayer during the 24-month period referred to in 
     subparagraph (A), and
       ``(II) any individual who was an employee of any trade or 
     business disposed of by the taxpayer during the 24-month 
     period referred to in subparagraph (A) or the 24-month period 
     referred to in subparagraph (C).

       ``(E) Aggregation rules.--In determining the taxpayer's 
     average employment level and prior average employment, all 
     domestic members of a controlled group shall be treated as a 
     single taxpayer.''.
       (d) Effective Date.--The amendments made by this section 
     shall apply to taxable years ending after the date of the 
     enactment of this Act.
                                 ______
                                 
  SA 1924. Mr. MERKLEY submitted an amendment intended to be proposed 
to amendment SA 1884 submitted by Mr. Merkley (for himself, Mr. Bennet, 
and Mr. Brown of Massachusetts) and intended to be proposed to 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; which was ordered to lie on the table; as follows:

       On page 1, strike line 2 and all that follows through page 
     24, line 14 and insert the following:

     SEC. 301. CROWDFUNDING EXEMPTION.

       (a) Securities Act of 1933.--Section 4 of the Securities 
     Act of 1933 (15 U.S.C. 77d) is amended by adding at the end 
     the following:
       ``(6) transactions involving the offer or sale of 
     securities by an issuer (including all entities controlled by 
     or under common control with the issuer), provided that--
       ``(A) the aggregate amount sold to all investors by the 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, is not more 
     than $1,000,000;
       ``(B) the aggregate amount sold to any investor by an 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, does not 
     exceed--
       ``(i) the greater of $2,000 or 5 percent of the annual 
     income or net worth of such investor, as applicable, if 
     either the annual income or the net worth of the investor is 
     less than $100,000; and
       ``(ii) 10 percent of the annual income or net worth of such 
     investor, as applicable, not to exceed a maximum aggregate 
     amount sold of $100,000, if either the annual income or net 
     worth of the investor is equal to or more than $100,000;
       ``(C) the transaction is conducted through a broker or 
     funding portal that complies with the requirements of section 
     4A(a); and
       ``(D) the issuer complies with the requirements of section 
     4A(b).''.
       (b) Requirements To Qualify for Crowdfunding Exemption.--
     The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended 
     by inserting after section 4 the following:

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

       ``(a) Requirements on Intermediaries.--A person acting as 
     an intermediary in a transaction involving the offer or sale 
     of securities for the account of others pursuant to section 
     4(6) shall--
       ``(1) register with the Commission as--
       ``(A) a broker; or
       ``(B) a funding portal (as defined in section 3(a)(80) of 
     the Securities Exchange Act of 1934);
       ``(2) register with any applicable self-regulatory 
     organization (as defined in section 3(a)(26) of the 
     Securities Exchange Act of 1934);
       ``(3) provide such disclosures, including disclosures 
     related to risks and other investor education materials, as 
     the Commission shall, by rule, determine appropriate;
       ``(4) ensure that each investor--
       ``(A) reviews investor-education information, in accordance 
     with standards established by the Commission, by rule;
       ``(B) positively affirms that the investor understands that 
     the investor is risking the loss of the entire investment, 
     and that the investor could bear such a loss; and
       ``(C) answers questions demonstrating--
       ``(i) an understanding of the level of risk generally 
     applicable to investments in startups, emerging businesses, 
     and small issuers;
       ``(ii) an understanding of the risk of illiquidity; and
       ``(iii) an understanding of such other matters as the 
     Commission determines appropriate, by rule;
       ``(5) take such measures to reduce the risk of fraud with 
     respect to such transactions, as established by the 
     Commission, by rule, including obtaining a background and 
     securities enforcement regulatory history check on each 
     officer, director, and person holding more than 20 percent of 
     the outstanding equity of every issuer whose securities are 
     offered by such person;
       ``(6) not later than 21 days prior to the first day on 
     which securities are sold to any investor (or such other 
     period as the Commission may establish), make available to 
     the Commission and to potential investors any information 
     provided by the issuer pursuant to subsection (b);
       ``(7) ensure that all offering proceeds are only provided 
     to the issuer when the aggregate capital raised from all 
     investors is equal to or greater than a target offering 
     amount, and allow all investors to cancel their commitments 
     to invest, as the Commission shall, by rule, determine 
     appropriate;
       ``(8) make such efforts as the Commission determines 
     appropriate, by rule, to ensure that no investor in a 12-
     month period has purchased securities offered pursuant to 
     section 4(6) that, in the aggregate, from all issuers, exceed 
     the investment limits set forth in section 4(6)(B);
       ``(9) take such steps to protect the privacy of information 
     collected from investors as the Commission shall, by rule, 
     determine appropriate;
       ``(10) not compensate promoters, finders, or lead 
     generators for providing the broker or funding portal with 
     the personal identifying information of any potential 
     investor;
       ``(11) prohibit its directors, officers, or partners (or 
     any person occupying a similar status or performing a similar 
     function) from having any financial interest in an issuer 
     using its services; and
       ``(12) meet such other requirements as the Commission may, 
     by rule, prescribe, for the protection of investors and in 
     the public interest.
       ``(b) Requirements for Issuers.--For purposes of section 
     4(6), an issuer who offers or sells securities shall--
       ``(1) file with the Commission and provide to investors and 
     the relevant broker or funding portal, and make available to 
     potential investors--
       ``(A) the name, legal status, physical address, and website 
     address of the issuer;
       ``(B) the names of the directors and officers (and any 
     persons occupying a similar status or performing a similar 
     function), and each person holding more than 20 percent of 
     the shares of the issuer;
       ``(C) a description of the business of the issuer and the 
     anticipated business plan of the issuer;
       ``(D) a description of the financial condition of the 
     issuer, including, for offerings that, together with all 
     other offerings of the issuer under section 4(6) within the 
     preceding 12-month period, have, in the aggregate, target 
     offering amounts of--
       ``(i) $100,000 or less--

       ``(I) the income tax returns filed by the issuer for the 
     most recently completed year (if any); and
       ``(II) financial statements of the issuer, which shall be 
     certified by the principal executive officer of the issuer to 
     be true and complete in all material respects;

       ``(ii) more than $100,000, but not more than $500,000, 
     financial statements reviewed by a public accountant who is 
     independent of the issuer, using professional standards and 
     procedures for such review or standards and procedures 
     established by the Commission, by rule, for such purpose; and
       ``(iii) more than $500,000 (or such other amount as the 
     Commission may establish, by rule), audited financial 
     statements;
       ``(E) a description of the stated purpose and intended use 
     of the proceeds of the offering sought by the issuer with 
     respect to the target offering amount;
       ``(F) the target offering amount, the deadline to reach the 
     target offering amount, and regular updates regarding the 
     progress of the issuer in meeting the target offering amount;
       ``(G) the price to the public of the securities or the 
     method for determining the price, provided that, prior to 
     sale, each investor shall be provided in writing the final 
     price and all required disclosures, with a reasonable 
     opportunity to rescind the commitment to purchase the 
     securities;
       ``(H) a description of the ownership and capital structure 
     of the issuer, including--
       ``(i) terms of the securities of the issuer being offered 
     and each other class of security of the issuer, including how 
     such terms may be modified, and a summary of the differences 
     between such securities, including how the rights of the 
     securities being offered may be materially limited, diluted, 
     or qualified by the rights of any other class of security of 
     the issuer;
       ``(ii) a description of how the exercise of the rights held 
     by the principal shareholders of the issuer could negatively 
     impact the purchasers of the securities being offered;
       ``(iii) the name and ownership level of each existing 
     shareholder who owns more than 20

[[Page 3691]]

     percent of any class of the securities of the issuer;
       ``(iv) how the securities being offered are being valued, 
     and examples of methods for how such securities may be valued 
     by the issuer in the future, including during subsequent 
     corporate actions; and
       ``(v) the risks to purchasers of the securities relating to 
     minority ownership in the issuer, the risks associated with 
     corporate actions, including additional issuances of shares, 
     a sale of the issuer or of assets of the issuer, or 
     transactions with related parties; and
       ``(I) such other information as the Commission may, by 
     rule, prescribe, for the protection of investors and in the 
     public interest;
       ``(2) not advertise the terms of the offering, except for 
     notices which direct investors to the funding portal or 
     broker;
       ``(3) not compensate or commit to compensate, directly or 
     indirectly, any person to promote its offerings through 
     communication channels provided by a broker or funding 
     portal, without taking such steps as the Commission shall, by 
     rule, require to ensure that such person clearly discloses 
     the receipt, past or prospective, of such compensation, upon 
     each instance of such promotional communication;
       ``(4) not less than annually, file with the Commission and 
     provide to investors reports of the results of operations and 
     financial statements of the issuer, as the Commission shall, 
     by rule, determine appropriate, subject to such exceptions 
     and termination dates as the Commission may establish, by 
     rule; and
       ``(5) comply with such other requirements as the Commission 
     may, by rule, prescribe, for the protection of investors and 
     in the public interest.
       ``(c) Liability for Material Misstatements and Omissions.--
       ``(1) Actions authorized.--
       ``(A) In general.--Subject to paragraph (2), a person who 
     purchases a security in a transaction exempted by the 
     provisions of section 4(6) may bring an action against an 
     issuer described in paragraph (2), either at law or in equity 
     in any court of competent jurisdiction, to recover the 
     consideration paid for such security with interest thereon, 
     less the amount of any income received thereon, upon the 
     tender of such security, or for damages if such person no 
     longer owns the security.
       ``(B) Liability.--An action brought under this paragraph 
     shall be subject to the provisions of section 12(b) and 
     section 13, as if the liability were created under section 
     12(a)(2).
       ``(2) Applicability.--An issuer shall be liable in an 
     action under paragraph (1), if the issuer--
       ``(A) by the use of any means or instruments of 
     transportation or communication in interstate commerce or of 
     the mails, by any means of any written or oral communication, 
     in the offering or sale of a security in a transaction 
     exempted by the provisions of section 4(6), makes an untrue 
     statement of a material fact or omits to state a material 
     fact required to be stated or necessary in order to make the 
     statements, in the light of the circumstances under which 
     they were made, not misleading, provided that the purchaser 
     did not know of such untruth or omission; and
       ``(B) does not sustain the burden of proof that such issuer 
     did not know, and in the exercise of reasonable care could 
     not have known, of such untruth or omission.
       ``(3) Definition.--As used in this subsection, the term 
     `issuer' includes any person who is a director or partner of 
     the issuer, and the principal executive officer or officers, 
     principal financial officer, and controller or principal 
     accounting officer of the issuer (and any person occupying a 
     similar status or performing a similar function) that offers 
     or sells a security in a transaction exempted by the 
     provisions of section 4(6), and any person who offers or 
     sells the security in such offering.
       ``(d) Information Available to States.--The Commission 
     shall make, or shall cause to be made by the relevant broker 
     or funding portal, the information described in subsection 
     (b) and such other information as the Commission, by rule, 
     determines appropriate, available to the securities 
     commission (or any agency or office performing like 
     functions) of each State and territory of the United States 
     and the District of Columbia.
       ``(e) Restrictions on Sales.--Securities issued pursuant to 
     a transaction described in section 4(6)--
       ``(1) may not be transferred by the purchaser of such 
     securities during the 1-year period beginning on the date of 
     purchase, unless such securities are transferred--
       ``(A) to the issuer of the securities;
       ``(B) to an accredited investor;
       ``(C) as part of an offering registered with the 
     Commission; or
       ``(D) to a member of the family of the purchaser or the 
     equivalent, or in connection with the death or divorce of the 
     purchaser or other similar circumstance, in the discretion of 
     the Commission; and
       ``(2) shall be subject to such other limitations as the 
     Commission shall, by rule, establish.
       ``(f) Applicability.--Section 4(6) shall not apply to 
     transactions involving the offer or sale of securities by any 
     issuer that--
       ``(1) is not organized under and subject to the laws of a 
     State or territory of the United States or the District of 
     Columbia;
       ``(2) is subject to the requirement to file reports 
     pursuant to section 13 or section 15(d) of the Securities 
     Exchange Act of 1934;
       ``(3) is an investment company, as defined in section 3 of 
     the Investment Company Act of 1940, or is excluded from the 
     definition of investment company by section 3(b) or section 
     3(c) of that Act; or
       ``(4) the Commission, by rule or regulation, determines 
     appropriate.
       ``(g) Rule of Construction.--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).
       ``(h) Certain Calculations.--
       ``(1) Dollar amounts.--Dollar amounts in section 4(6) and 
     subsection (b) of this section shall be adjusted by the 
     Commission not less frequently than once every 5 years, by 
     notice published in the Federal Register to reflect any 
     change in the Consumer Price Index for All Urban Consumers 
     published by the Bureau of Labor Statistics.
       ``(2) Income and net worth.--The income and net worth of a 
     natural person under section 4(6)(B) shall be calculated in 
     accordance with any rules of the Commission under this title 
     regarding the calculation of the income and net worth, 
     respectively, of an accredited investor.''.
       (c) Rulemaking.--Not later than 270 days after the date of 
     enactment of this Act, the Securities and Exchange Commission 
     (in this title referred to as the ``Commission'') shall issue 
     such rules as the Commission determines may be necessary or 
     appropriate for the protection of investors to carry out 
     sections 4(6) and section 4A of the Securities Act of 1933, 
     as added by this title. In carrying out this section, the 
     Commission shall consult with any securities commission (or 
     any agency or office performing like functions) of the 
     States, any territory of the United States, and the District 
     of Columbia, which seeks to consult with the Commission, and 
     with any applicable national securities association.
       (d) Disqualification.--
       (1) In general.--Not later than 271 days after the date of 
     enactment of this Act, the Commission shall, by rule, 
     establish disqualification provisions under which--
       (A) an issuer shall not be eligible to offer securities 
     pursuant to section 4(6) of the Securities Act of 1933, as 
     added by this title; and
       (B) a broker or funding portal shall not be eligible to 
     effect or participate in transactions pursuant to that 
     section 4(6).
       (2) Inclusions.--Disqualification provisions required by 
     this subsection shall--
       (A) be substantially similar to the provisions of section 
     230.262 of title 17, Code of Federal Regulations (or any 
     successor thereto); and
       (B) disqualify any offering or sale of securities by a 
     person that--
       (i) is subject to a final order of a State securities 
     commission (or an agency or officer of a State performing 
     like functions), a State authority that supervises or 
     examines banks, savings associations, or credit unions, a 
     State insurance commission (or an agency or officer of a 
     State performing like functions), an appropriate Federal 
     banking agency, or the National Credit Union Administration, 
     that--

       (I) bars the person from--

       (aa) association with an entity regulated by such 
     commission, authority, agency, or officer;
       (bb) engaging in the business of securities, insurance, or 
     banking; or
       (cc) engaging in savings association or credit union 
     activities; or

       (II) constitutes a final order based on a violation of any 
     law or regulation that prohibits fraudulent, manipulative, or 
     deceptive conduct within the 10-year period ending on the 
     date of the filing of the offer or sale; or

       (ii) has been convicted of any felony or misdemeanor in 
     connection with the purchase or sale of any security or 
     involving the making of any false filing with the Commission.

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

       (a) Exemption.--Section 12(g) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78l(g)) is amended by adding at the 
     end the following:
       ``(6) Exclusion for persons holding certain securities.--
     The Commission shall, by rule, exempt, conditionally or 
     unconditionally, securities acquired pursuant to an offering 
     made under section 4(6) of the Securities Act of 1933 from 
     the provisions of this subsection.''.
       (b) Rulemaking.--The Commission shall issue a rule to carry 
     out section 12(g)(6) of the Securities Exchange Act of 1934 
     (15 U.S.C. 78c), as added by this section, not later than 270 
     days after the date of enactment of this Act.

     SEC. 303. FUNDING PORTAL REGULATION.

       (a) Exemption.--
       (1) In general.--Section 3 of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78c) is amended by adding at the end the 
     following:
       ``(h) Limited Exemption for Funding Portals.--
       ``(1) In general.--The Commission shall, by rule, exempt, 
     conditionally or unconditionally, a registered funding portal 
     from the

[[Page 3692]]

     requirement to register as a broker or dealer under section 
     15(a)(1), provided that such funding portal--
       ``(A) remains subject to the examination, enforcement, and 
     other rulemaking authority of the Commission;
       ``(B) is a member of a national securities association 
     registered under section 15A; and
       ``(C) is subject to such other requirements under this 
     title as the Commission determines appropriate under such 
     rule.
       ``(2) National securities association membership.--For 
     purposes of sections 15(b)(8) and 15A, the term `broker or 
     dealer' includes a funding portal and the term `registered 
     broker or dealer' includes a registered funding portal, 
     except to the extent that the Commission, by rule, determines 
     otherwise, provided that a national securities association 
     shall only examine for and enforce against a registered 
     funding portal rules of such national securities association 
     written specifically for registered funding portals.''.
       (2) Rulemaking.--The Commission shall issue a rule to carry 
     out section 3(h) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78c), as added by this subsection, not later than 270 
     days after the date of enactment of this Act.
       (b) Definition.--Section 3(a) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78c(a)) is amended by adding at the 
     end the following:
       ``(80) Funding portal.--The term `funding portal' means any 
     person acting as an intermediary in a transaction involving 
     the offer or sale of securities for the account of others, 
     solely pursuant to section 4(6) of the Securities Act of 1933 
     (15 U.S.C. 77d(6)), that does not--
       ``(A) offer investment advice or recommendations;
       ``(B) solicit purchases, sales, or offers to buy the 
     securities offered or displayed on its website or portal;
       ``(C) compensate employees, agents, or other persons for 
     such solicitation or based on the sale of securities 
     displayed or referenced on its website or portal;
       ``(D) hold, manage, possess, or otherwise handle investor 
     funds or securities; or
       ``(E) engage in such other activities as the Commission, by 
     rule, determines appropriate.''.

     SEC. 304. RELATIONSHIP WITH 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 (D) and (E), 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, funding portal, 
     or any other person or entity using the exemption from 
     registration provided by section 4(6) of that Act.
       (2) Clarification of state jurisdiction over unlawful 
     conduct of funding portals and issuers.--Section 18(c)(1) of 
     the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) 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
       ``(A) with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker or dealer; and
       ``(B) in connection to a transaction described under 
     section 4(6), with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker, dealer, funding 
     portal, or issuer.''.
       (c) Notice Filings Permitted.--Section 18(c)(2) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended by 
     adding at the end the following:
       ``(F) Fees not permitted on crowdfunded securities.--
     Notwithstanding subparagraphs (A), (B), and (C), no filing or 
     fee may be required with respect to any security that is a 
     covered security pursuant to subsection (b)(4)(B), or will be 
     such a covered security upon completion of the transaction, 
     except for the securities commission (or any agency or office 
     performing like functions) of the State of the principal 
     place of business of the issuer, or any State in which 
     purchasers of 50 percent or greater of the aggregate amount 
     of the issue are residents, provided that for purposes of 
     this subparagraph, the term `State' includes the District of 
     Columbia and the territories of the United States.''.
       (d) Funding Portals.--
       (1) State exemptions and oversight.--Section 15(i) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is 
     amended--
       (A) by redesignating paragraphs (2) and (3) as paragraphs 
     (3) and (4), respectively; and
       (B) by inserting after paragraph (1) the following:
       ``(2) Funding portals.--
       ``(A) Limitation on state laws.--Except as provided in 
     subparagraph (B), no State or political subdivision thereof 
     may enforce any law, rule, regulation, or other 
     administrative action against a registered funding portal 
     with respect to its business as such.
       ``(B) Examination and enforcement authority.--Subparagraph 
     (A) does not apply with respect to the examination and 
     enforcement of any law, rule, regulation, or administrative 
     action of a State or political subdivision thereof in which 
     the principal place of business of a registered funding 
     portal is located, provided that such law, rule, regulation, 
     or administrative action is not in addition to or different 
     from the requirements for registered funding portals 
     established by the Commission.
       ``(C) Definition.--For purposes of this paragraph, the term 
     `State' includes the District of Columbia and the territories 
     of the United States.''.
       (2) State fraud authority.--Section 18(c)(1) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by 
     striking ``or dealer'' and inserting ``, dealer, or funding 
     portal''.
                                 ______
                                 
  SA 1925. Mr. MERKLEY submitted an amendment intended to be proposed 
to amendment SA 1884 submitted by Mr. Merkley (for himself, Mr. Bennet, 
and Mr. Brown of Massachusetts) and intended to be proposed to 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; which was ordered to lie on the table; as follows:

       On page 1, strike line 2 and all that follows through page 
     24, line 14 and insert the following:

     SEC. 301. SHORT TITLE.

       This title may be cited as the ``Capital Raising Online 
     While Deterring Fraud and Unethical Non-Disclosure Act of 
     2012'' or the ``CROWDFUND Act''

     SEC. 302. CROWDFUNDING EXEMPTION.

       (a) Securities Act of 1933.--Section 4 of the Securities 
     Act of 1933 (15 U.S.C. 77d) is amended by adding at the end 
     the following:
       ``(6) transactions involving the offer or sale of 
     securities by an issuer (including all entities controlled by 
     or under common control with the issuer), provided that--
       ``(A) the aggregate amount sold to all investors by the 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, is not more 
     than $1,000,000;
       ``(B) the aggregate amount sold to any investor by an 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, does not 
     exceed--
       ``(i) the greater of $2,000 or 5 percent of the annual 
     income or net worth of such investor, as applicable, if 
     either the annual income or the net worth of the investor is 
     less than $100,000; and
       ``(ii) 10 percent of the annual income or net worth of such 
     investor, as applicable, not to exceed a maximum aggregate 
     amount sold of $100,000, if either the annual income or net 
     worth of the investor is equal to or more than $100,000;
       ``(C) the transaction is conducted through a broker or 
     funding portal that complies with the requirements of section 
     4A(a); and
       ``(D) the issuer complies with the requirements of section 
     4A(b).''.
       (b) Requirements To Qualify for Crowdfunding Exemption.--
     The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended 
     by inserting after section 4 the following:

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

       ``(a) Requirements on Intermediaries.--A person acting as 
     an intermediary in a transaction involving the offer or sale 
     of securities for the account of others pursuant to section 
     4(6) shall--
       ``(1) register with the Commission as--
       ``(A) a broker; or
       ``(B) a funding portal (as defined in section 3(a)(80) of 
     the Securities Exchange Act of 1934);
       ``(2) register with any applicable self-regulatory 
     organization (as defined in section 3(a)(26) of the 
     Securities Exchange Act of 1934);
       ``(3) provide such disclosures, including disclosures 
     related to risks and other investor education materials, as 
     the Commission shall, by rule, determine appropriate;
       ``(4) ensure that each investor--
       ``(A) reviews investor-education information, in accordance 
     with standards established by the Commission, by rule;
       ``(B) positively affirms that the investor understands that 
     the investor is risking the loss of the entire investment, 
     and that the investor could bear such a loss; and
       ``(C) answers questions demonstrating--
       ``(i) an understanding of the level of risk generally 
     applicable to investments in startups, emerging businesses, 
     and small issuers;
       ``(ii) an understanding of the risk of illiquidity; and
       ``(iii) an understanding of such other matters as the 
     Commission determines appropriate, by rule;
       ``(5) take such measures to reduce the risk of fraud with 
     respect to such transactions, as established by the 
     Commission, by rule, including obtaining a background and 
     securities enforcement regulatory history check

[[Page 3693]]

     on each officer, director, and person holding more than 20 
     percent of the outstanding equity of every issuer whose 
     securities are offered by such person;
       ``(6) not later than 21 days prior to the first day on 
     which securities are sold to any investor (or such other 
     period as the Commission may establish), make available to 
     the Commission and to potential investors any information 
     provided by the issuer pursuant to subsection (b);
       ``(7) ensure that all offering proceeds are only provided 
     to the issuer when the aggregate capital raised from all 
     investors is equal to or greater than a target offering 
     amount, and allow all investors to cancel their commitments 
     to invest, as the Commission shall, by rule, determine 
     appropriate;
       ``(8) make such efforts as the Commission determines 
     appropriate, by rule, to ensure that no investor in a 12-
     month period has purchased securities offered pursuant to 
     section 4(6) that, in the aggregate, from all issuers, exceed 
     the investment limits set forth in section 4(6)(B);
       ``(9) take such steps to protect the privacy of information 
     collected from investors as the Commission shall, by rule, 
     determine appropriate;
       ``(10) not compensate promoters, finders, or lead 
     generators for providing the broker or funding portal with 
     the personal identifying information of any potential 
     investor;
       ``(11) prohibit its directors, officers, or partners (or 
     any person occupying a similar status or performing a similar 
     function) from having any financial interest in an issuer 
     using its services; and
       ``(12) meet such other requirements as the Commission may, 
     by rule, prescribe, for the protection of investors and in 
     the public interest.
       ``(b) Requirements for Issuers.--For purposes of section 
     4(6), an issuer who offers or sells securities shall--
       ``(1) file with the Commission and provide to investors and 
     the relevant broker or funding portal, and make available to 
     potential investors--
       ``(A) the name, legal status, physical address, and website 
     address of the issuer;
       ``(B) the names of the directors and officers (and any 
     persons occupying a similar status or performing a similar 
     function), and each person holding more than 20 percent of 
     the shares of the issuer;
       ``(C) a description of the business of the issuer and the 
     anticipated business plan of the issuer;
       ``(D) a description of the financial condition of the 
     issuer, including, for offerings that, together with all 
     other offerings of the issuer under section 4(6) within the 
     preceding 12-month period, have, in the aggregate, target 
     offering amounts of--
       ``(i) $100,000 or less--

       ``(I) the income tax returns filed by the issuer for the 
     most recently completed year (if any); and
       ``(II) financial statements of the issuer, which shall be 
     certified by the principal executive officer of the issuer to 
     be true and complete in all material respects;

       ``(ii) more than $100,000, but not more than $500,000, 
     financial statements reviewed by a public accountant who is 
     independent of the issuer, using professional standards and 
     procedures for such review or standards and procedures 
     established by the Commission, by rule, for such purpose; and
       ``(iii) more than $500,000 (or such other amount as the 
     Commission may establish, by rule), audited financial 
     statements;
       ``(E) a description of the stated purpose and intended use 
     of the proceeds of the offering sought by the issuer with 
     respect to the target offering amount;
       ``(F) the target offering amount, the deadline to reach the 
     target offering amount, and regular updates regarding the 
     progress of the issuer in meeting the target offering amount;
       ``(G) the price to the public of the securities or the 
     method for determining the price, provided that, prior to 
     sale, each investor shall be provided in writing the final 
     price and all required disclosures, with a reasonable 
     opportunity to rescind the commitment to purchase the 
     securities;
       ``(H) a description of the ownership and capital structure 
     of the issuer, including--
       ``(i) terms of the securities of the issuer being offered 
     and each other class of security of the issuer, including how 
     such terms may be modified, and a summary of the differences 
     between such securities, including how the rights of the 
     securities being offered may be materially limited, diluted, 
     or qualified by the rights of any other class of security of 
     the issuer;
       ``(ii) a description of how the exercise of the rights held 
     by the principal shareholders of the issuer could negatively 
     impact the purchasers of the securities being offered;
       ``(iii) the name and ownership level of each existing 
     shareholder who owns more than 20 percent of any class of the 
     securities of the issuer;
       ``(iv) how the securities being offered are being valued, 
     and examples of methods for how such securities may be valued 
     by the issuer in the future, including during subsequent 
     corporate actions; and
       ``(v) the risks to purchasers of the securities relating to 
     minority ownership in the issuer, the risks associated with 
     corporate actions, including additional issuances of shares, 
     a sale of the issuer or of assets of the issuer, or 
     transactions with related parties; and
       ``(I) such other information as the Commission may, by 
     rule, prescribe, for the protection of investors and in the 
     public interest;
       ``(2) not advertise the terms of the offering, except for 
     notices which direct investors to the funding portal or 
     broker;
       ``(3) not compensate or commit to compensate, directly or 
     indirectly, any person to promote its offerings through 
     communication channels provided by a broker or funding 
     portal, without taking such steps as the Commission shall, by 
     rule, require to ensure that such person clearly discloses 
     the receipt, past or prospective, of such compensation, upon 
     each instance of such promotional communication;
       ``(4) not less than annually, file with the Commission and 
     provide to investors reports of the results of operations and 
     financial statements of the issuer, as the Commission shall, 
     by rule, determine appropriate, subject to such exceptions 
     and termination dates as the Commission may establish, by 
     rule; and
       ``(5) comply with such other requirements as the Commission 
     may, by rule, prescribe, for the protection of investors and 
     in the public interest.
       ``(c) Liability for Material Misstatements and Omissions.--
       ``(1) Actions authorized.--
       ``(A) In general.--Subject to paragraph (2), a person who 
     purchases a security in a transaction exempted by the 
     provisions of section 4(6) may bring an action against an 
     issuer described in paragraph (2), either at law or in equity 
     in any court of competent jurisdiction, to recover the 
     consideration paid for such security with interest thereon, 
     less the amount of any income received thereon, upon the 
     tender of such security, or for damages if such person no 
     longer owns the security.
       ``(B) Liability.--An action brought under this paragraph 
     shall be subject to the provisions of section 12(b) and 
     section 13, as if the liability were created under section 
     12(a)(2).
       ``(2) Applicability.--An issuer shall be liable in an 
     action under paragraph (1), if the issuer--
       ``(A) by the use of any means or instruments of 
     transportation or communication in interstate commerce or of 
     the mails, by any means of any written or oral communication, 
     in the offering or sale of a security in a transaction 
     exempted by the provisions of section 4(6), makes an untrue 
     statement of a material fact or omits to state a material 
     fact required to be stated or necessary in order to make the 
     statements, in the light of the circumstances under which 
     they were made, not misleading, provided that the purchaser 
     did not know of such untruth or omission; and
       ``(B) does not sustain the burden of proof that such issuer 
     did not know, and in the exercise of reasonable care could 
     not have known, of such untruth or omission.
       ``(3) Definition.--As used in this subsection, the term 
     `issuer' includes any person who is a director or partner of 
     the issuer, and the principal executive officer or officers, 
     principal financial officer, and controller or principal 
     accounting officer of the issuer (and any person occupying a 
     similar status or performing a similar function) that offers 
     or sells a security in a transaction exempted by the 
     provisions of section 4(6), and any person who offers or 
     sells the security in such offering.
       ``(d) Information Available to States.--The Commission 
     shall make, or shall cause to be made by the relevant broker 
     or funding portal, the information described in subsection 
     (b) and such other information as the Commission, by rule, 
     determines appropriate, available to the securities 
     commission (or any agency or office performing like 
     functions) of each State and territory of the United States 
     and the District of Columbia.
       ``(e) Restrictions on Sales.--Securities issued pursuant to 
     a transaction described in section 4(6)--
       ``(1) may not be transferred by the purchaser of such 
     securities during the 1-year period beginning on the date of 
     purchase, unless such securities are transferred--
       ``(A) to the issuer of the securities;
       ``(B) to an accredited investor;
       ``(C) as part of an offering registered with the 
     Commission; or
       ``(D) to a member of the family of the purchaser or the 
     equivalent, or in connection with the death or divorce of the 
     purchaser or other similar circumstance, in the discretion of 
     the Commission; and
       ``(2) shall be subject to such other limitations as the 
     Commission shall, by rule, establish.
       ``(f) Applicability.--Section 4(6) shall not apply to 
     transactions involving the offer or sale of securities by any 
     issuer that--
       ``(1) is not organized under and subject to the laws of a 
     State or territory of the United States or the District of 
     Columbia;
       ``(2) is subject to the requirement to file reports 
     pursuant to section 13 or section 15(d) of the Securities 
     Exchange Act of 1934;
       ``(3) is an investment company, as defined in section 3 of 
     the Investment Company Act of 1940, or is excluded from the 
     definition of investment company by section 3(b) or section 
     3(c) of that Act; or

[[Page 3694]]

       ``(4) the Commission, by rule or regulation, determines 
     appropriate.
       ``(g) Rule of Construction.--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).
       ``(h) Certain Calculations.--
       ``(1) Dollar amounts.--Dollar amounts in section 4(6) and 
     subsection (b) of this section shall be adjusted by the 
     Commission not less frequently than once every 5 years, by 
     notice published in the Federal Register to reflect any 
     change in the Consumer Price Index for All Urban Consumers 
     published by the Bureau of Labor Statistics.
       ``(2) Income and net worth.--The income and net worth of a 
     natural person under section 4(6)(B) shall be calculated in 
     accordance with any rules of the Commission under this title 
     regarding the calculation of the income and net worth, 
     respectively, of an accredited investor.''.
       (c) Rulemaking.--Not later than 271 days after the date of 
     enactment of this Act, the Securities and Exchange Commission 
     (in this title referred to as the ``Commission'') shall issue 
     such rules as the Commission determines may be necessary or 
     appropriate for the protection of investors to carry out 
     sections 4(6) and section 4A of the Securities Act of 1933, 
     as added by this title. In carrying out this section, the 
     Commission shall consult with any securities commission (or 
     any agency or office performing like functions) of the 
     States, any territory of the United States, and the District 
     of Columbia, which seeks to consult with the Commission, and 
     with any applicable national securities association.
       (d) Disqualification.--
       (1) In general.--Not later than 270 days after the date of 
     enactment of this Act, the Commission shall, by rule, 
     establish disqualification provisions under which--
       (A) an issuer shall not be eligible to offer securities 
     pursuant to section 4(6) of the Securities Act of 1933, as 
     added by this title; and
       (B) a broker or funding portal shall not be eligible to 
     effect or participate in transactions pursuant to that 
     section 4(6).
       (2) Inclusions.--Disqualification provisions required by 
     this subsection shall--
       (A) be substantially similar to the provisions of section 
     230.262 of title 17, Code of Federal Regulations (or any 
     successor thereto); and
       (B) disqualify any offering or sale of securities by a 
     person that--
       (i) is subject to a final order of a State securities 
     commission (or an agency or officer of a State performing 
     like functions), a State authority that supervises or 
     examines banks, savings associations, or credit unions, a 
     State insurance commission (or an agency or officer of a 
     State performing like functions), an appropriate Federal 
     banking agency, or the National Credit Union Administration, 
     that--

       (I) bars the person from--

       (aa) association with an entity regulated by such 
     commission, authority, agency, or officer;
       (bb) engaging in the business of securities, insurance, or 
     banking; or
       (cc) engaging in savings association or credit union 
     activities; or

       (II) constitutes a final order based on a violation of any 
     law or regulation that prohibits fraudulent, manipulative, or 
     deceptive conduct within the 10-year period ending on the 
     date of the filing of the offer or sale; or

       (ii) has been convicted of any felony or misdemeanor in 
     connection with the purchase or sale of any security or 
     involving the making of any false filing with the Commission.

     SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS FROM 
                   SHAREHOLDER CAP.

       (a) Exemption.--Section 12(g) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78l(g)) is amended by adding at the 
     end the following:
       ``(6) Exclusion for persons holding certain securities.--
     The Commission shall, by rule, exempt, conditionally or 
     unconditionally, securities acquired pursuant to an offering 
     made under section 4(6) of the Securities Act of 1933 from 
     the provisions of this subsection.''.
       (b) Rulemaking.--The Commission shall issue a rule to carry 
     out section 12(g)(6) of the Securities Exchange Act of 1934 
     (15 U.S.C. 78c), as added by this section, not later than 270 
     days after the date of enactment of this Act.

     SEC. 304. FUNDING PORTAL REGULATION.

       (a) Exemption.--
       (1) In general.--Section 3 of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78c) is amended by adding at the end the 
     following:
       ``(h) Limited Exemption for Funding Portals.--
       ``(1) In general.--The Commission shall, by rule, exempt, 
     conditionally or unconditionally, a registered funding portal 
     from the requirement to register as a broker or dealer under 
     section 15(a)(1), provided that such funding portal--
       ``(A) remains subject to the examination, enforcement, and 
     other rulemaking authority of the Commission;
       ``(B) is a member of a national securities association 
     registered under section 15A; and
       ``(C) is subject to such other requirements under this 
     title as the Commission determines appropriate under such 
     rule.
       ``(2) National securities association membership.--For 
     purposes of sections 15(b)(8) and 15A, the term `broker or 
     dealer' includes a funding portal and the term `registered 
     broker or dealer' includes a registered funding portal, 
     except to the extent that the Commission, by rule, determines 
     otherwise, provided that a national securities association 
     shall only examine for and enforce against a registered 
     funding portal rules of such national securities association 
     written specifically for registered funding portals.''.
       (2) Rulemaking.--The Commission shall issue a rule to carry 
     out section 3(h) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78c), as added by this subsection, not later than 270 
     days after the date of enactment of this Act.
       (b) Definition.--Section 3(a) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78c(a)) is amended by adding at the 
     end the following:
       ``(80) Funding portal.--The term `funding portal' means any 
     person acting as an intermediary in a transaction involving 
     the offer or sale of securities for the account of others, 
     solely pursuant to section 4(6) of the Securities Act of 1933 
     (15 U.S.C. 77d(6)), that does not--
       ``(A) offer investment advice or recommendations;
       ``(B) solicit purchases, sales, or offers to buy the 
     securities offered or displayed on its website or portal;
       ``(C) compensate employees, agents, or other persons for 
     such solicitation or based on the sale of securities 
     displayed or referenced on its website or portal;
       ``(D) hold, manage, possess, or otherwise handle investor 
     funds or securities; or
       ``(E) engage in such other activities as the Commission, by 
     rule, determines appropriate.''.

     SEC. 305. RELATIONSHIP WITH 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 (D) and (E), 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, funding portal, 
     or any other person or entity using the exemption from 
     registration provided by section 4(6) of that Act.
       (2) Clarification of state jurisdiction over unlawful 
     conduct of funding portals and issuers.--Section 18(c)(1) of 
     the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) 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
       ``(A) with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker or dealer; and
       ``(B) in connection to a transaction described under 
     section 4(6), with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker, dealer, funding 
     portal, or issuer.''.
       (c) Notice Filings Permitted.--Section 18(c)(2) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended by 
     adding at the end the following:
       ``(F) Fees not permitted on crowdfunded securities.--
     Notwithstanding subparagraphs (A), (B), and (C), no filing or 
     fee may be required with respect to any security that is a 
     covered security pursuant to subsection (b)(4)(B), or will be 
     such a covered security upon completion of the transaction, 
     except for the securities commission (or any agency or office 
     performing like functions) of the State of the principal 
     place of business of the issuer, or any State in which 
     purchasers of 50 percent or greater of the aggregate amount 
     of the issue are residents, provided that for purposes of 
     this subparagraph, the term `State' includes the District of 
     Columbia and the territories of the United States.''.
       (d) Funding Portals.--
       (1) State exemptions and oversight.--Section 15(i) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is 
     amended--
       (A) by redesignating paragraphs (2) and (3) as paragraphs 
     (3) and (4), respectively; and
       (B) by inserting after paragraph (1) the following:
       ``(2) Funding portals.--
       ``(A) Limitation on state laws.--Except as provided in 
     subparagraph (B), no State or political subdivision thereof 
     may enforce any law, rule, regulation, or other 
     administrative action against a registered funding portal 
     with respect to its business as such.
       ``(B) Examination and enforcement authority.--Subparagraph 
     (A) does not apply with respect to the examination and 
     enforcement of any law, rule, regulation, or administrative 
     action of a State or political subdivision thereof in which 
     the principal place of business of a registered funding 
     portal is

[[Page 3695]]

     located, provided that such law, rule, regulation, or 
     administrative action is not in addition to or different from 
     the requirements for registered funding portals established 
     by the Commission.
       ``(C) Definition.--For purposes of this paragraph, the term 
     `State' includes the District of Columbia and the territories 
     of the United States.''.
       (2) State fraud authority.--Section 18(c)(1) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by 
     striking ``or dealer'' and inserting ``, dealer, or funding 
     portal''.
                                 ______
                                 
  SA 1926. Mr. MERKLEY submitted an amendment intended to be proposed 
to amendment SA 1884 submitted by Mr. Merkley (for himself, Mr. Bennet, 
and Mr. Brown of Massachusetts) and intended to be proposed to 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; which was ordered to lie on the table; as follows:

       In lieu of the matter proposed to be inserted, insert the 
     following:

                        TITLE III--CROWDFUNDING

     SEC. 301. SHORT TITLE.

       This title may be cited as the ``Capital Raising Online 
     While Deterring Fraud and Unethical Non-Disclosure Act of 
     2012'' or the ``CROWDFUND Act of 2012''.

     SEC. 302. CROWDFUNDING EXEMPTION.

       (a) Securities Act of 1933.--Section 4 of the Securities 
     Act of 1933 (15 U.S.C. 77d) is amended by adding at the end 
     the following:
       ``(6) transactions involving the offer or sale of 
     securities by an issuer (including all entities controlled by 
     or under common control with the issuer), provided that--
       ``(A) the aggregate amount sold to all investors by the 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, is not more 
     than $1,000,000;
       ``(B) the aggregate amount sold to any investor by an 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, does not 
     exceed--
       ``(i) the greater of $2,000 or 5 percent of the annual 
     income or net worth of such investor, as applicable, if 
     either the annual income or the net worth of the investor is 
     less than $100,000; and
       ``(ii) 10 percent of the annual income or net worth of such 
     investor, as applicable, not to exceed a maximum aggregate 
     amount sold of $100,000, if either the annual income or net 
     worth of the investor is equal to or more than $100,000;
       ``(C) the transaction is conducted through a broker or 
     funding portal that complies with the requirements of section 
     4A(a); and
       ``(D) the issuer complies with the requirements of section 
     4A(b).''.
       (b) Requirements To Qualify for Crowdfunding Exemption.--
     The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended 
     by inserting after section 4 the following:

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

       ``(a) Requirements on Intermediaries.--A person acting as 
     an intermediary in a transaction involving the offer or sale 
     of securities for the account of others pursuant to section 
     4(6) shall--
       ``(1) register with the Commission as--
       ``(A) a broker; or
       ``(B) a funding portal (as defined in section 3(a)(80) of 
     the Securities Exchange Act of 1934);
       ``(2) register with any applicable self-regulatory 
     organization (as defined in section 3(a)(26) of the 
     Securities Exchange Act of 1934);
       ``(3) provide such disclosures, including disclosures 
     related to risks and other investor education materials, as 
     the Commission shall, by rule, determine appropriate;
       ``(4) ensure that each investor--
       ``(A) reviews investor-education information, in accordance 
     with standards established by the Commission, by rule;
       ``(B) positively affirms that the investor understands that 
     the investor is risking the loss of the entire investment, 
     and that the investor could bear such a loss; and
       ``(C) answers questions demonstrating--
       ``(i) an understanding of the level of risk generally 
     applicable to investments in startups, emerging businesses, 
     and small issuers;
       ``(ii) an understanding of the risk of illiquidity; and
       ``(iii) an understanding of such other matters as the 
     Commission determines appropriate, by rule;
       ``(5) take such measures to reduce the risk of fraud with 
     respect to such transactions, as established by the 
     Commission, by rule, including obtaining a background and 
     securities enforcement regulatory history check on each 
     officer, director, and person holding more than 20 percent of 
     the outstanding equity of every issuer whose securities are 
     offered by such person;
       ``(6) not later than 20 days prior to the first day on 
     which securities are sold to any investor (or such other 
     period as the Commission may establish), make available to 
     the Commission and to potential investors any information 
     provided by the issuer pursuant to subsection (b);
       ``(7) ensure that all offering proceeds are only provided 
     to the issuer when the aggregate capital raised from all 
     investors is equal to or greater than a target offering 
     amount, and allow all investors to cancel their commitments 
     to invest, as the Commission shall, by rule, determine 
     appropriate;
       ``(8) make such efforts as the Commission determines 
     appropriate, by rule, to ensure that no investor in a 12-
     month period has purchased securities offered pursuant to 
     section 4(6) that, in the aggregate, from all issuers, exceed 
     the investment limits set forth in section 4(6)(B);
       ``(9) take such steps to protect the privacy of information 
     collected from investors as the Commission shall, by rule, 
     determine appropriate;
       ``(10) not compensate promoters, finders, or lead 
     generators for providing the broker or funding portal with 
     the personal identifying information of any potential 
     investor;
       ``(11) prohibit its directors, officers, or partners (or 
     any person occupying a similar status or performing a similar 
     function) from having any financial interest in an issuer 
     using its services; and
       ``(12) meet such other requirements as the Commission may, 
     by rule, prescribe, for the protection of investors and in 
     the public interest.
       ``(b) Requirements for Issuers.--For purposes of section 
     4(6), an issuer who offers or sells securities shall--
       ``(1) file with the Commission and provide to investors and 
     the relevant broker or funding portal, and make available to 
     potential investors--
       ``(A) the name, legal status, physical address, and website 
     address of the issuer;
       ``(B) the names of the directors and officers (and any 
     persons occupying a similar status or performing a similar 
     function), and each person holding more than 20 percent of 
     the shares of the issuer;
       ``(C) a description of the business of the issuer and the 
     anticipated business plan of the issuer;
       ``(D) a description of the financial condition of the 
     issuer, including, for offerings that, together with all 
     other offerings of the issuer under section 4(6) within the 
     preceding 12-month period, have, in the aggregate, target 
     offering amounts of--
       ``(i) $100,000 or less--

       ``(I) the income tax returns filed by the issuer for the 
     most recently completed year (if any); and
       ``(II) financial statements of the issuer, which shall be 
     certified by the principal executive officer of the issuer to 
     be true and complete in all material respects;

       ``(ii) more than $100,000, but not more than $500,000, 
     financial statements reviewed by a public accountant who is 
     independent of the issuer, using professional standards and 
     procedures for such review or standards and procedures 
     established by the Commission, by rule, for such purpose; and
       ``(iii) more than $500,000 (or such other amount as the 
     Commission may establish, by rule), audited financial 
     statements;
       ``(E) a description of the stated purpose and intended use 
     of the proceeds of the offering sought by the issuer with 
     respect to the target offering amount;
       ``(F) the target offering amount, the deadline to reach the 
     target offering amount, and regular updates regarding the 
     progress of the issuer in meeting the target offering amount;
       ``(G) the price to the public of the securities or the 
     method for determining the price, provided that, prior to 
     sale, each investor shall be provided in writing the final 
     price and all required disclosures, with a reasonable 
     opportunity to rescind the commitment to purchase the 
     securities;
       ``(H) a description of the ownership and capital structure 
     of the issuer, including--
       ``(i) terms of the securities of the issuer being offered 
     and each other class of security of the issuer, including how 
     such terms may be modified, and a summary of the differences 
     between such securities, including how the rights of the 
     securities being offered may be materially limited, diluted, 
     or qualified by the rights of any other class of security of 
     the issuer;
       ``(ii) a description of how the exercise of the rights held 
     by the principal shareholders of the issuer could negatively 
     impact the purchasers of the securities being offered;
       ``(iii) the name and ownership level of each existing 
     shareholder who owns more than 20 percent of any class of the 
     securities of the issuer;
       ``(iv) how the securities being offered are being valued, 
     and examples of methods for how such securities may be valued 
     by the issuer in the future, including during subsequent 
     corporate actions; and
       ``(v) the risks to purchasers of the securities relating to 
     minority ownership in the issuer, the risks associated with 
     corporate actions, including additional issuances of shares, 
     a sale of the issuer or of assets of the issuer, or 
     transactions with related parties; and
       ``(I) such other information as the Commission may, by 
     rule, prescribe, for the protection of investors and in the 
     public interest;

[[Page 3696]]

       ``(2) not advertise the terms of the offering, except for 
     notices which direct investors to the funding portal or 
     broker;
       ``(3) not compensate or commit to compensate, directly or 
     indirectly, any person to promote its offerings through 
     communication channels provided by a broker or funding 
     portal, without taking such steps as the Commission shall, by 
     rule, require to ensure that such person clearly discloses 
     the receipt, past or prospective, of such compensation, upon 
     each instance of such promotional communication;
       ``(4) not less than annually, file with the Commission and 
     provide to investors reports of the results of operations and 
     financial statements of the issuer, as the Commission shall, 
     by rule, determine appropriate, subject to such exceptions 
     and termination dates as the Commission may establish, by 
     rule; and
       ``(5) comply with such other requirements as the Commission 
     may, by rule, prescribe, for the protection of investors and 
     in the public interest.
       ``(c) Liability for Material Misstatements and Omissions.--
       ``(1) Actions authorized.--
       ``(A) In general.--Subject to paragraph (2), a person who 
     purchases a security in a transaction exempted by the 
     provisions of section 4(6) may bring an action against an 
     issuer described in paragraph (2), either at law or in equity 
     in any court of competent jurisdiction, to recover the 
     consideration paid for such security with interest thereon, 
     less the amount of any income received thereon, upon the 
     tender of such security, or for damages if such person no 
     longer owns the security.
       ``(B) Liability.--An action brought under this paragraph 
     shall be subject to the provisions of section 12(b) and 
     section 13, as if the liability were created under section 
     12(a)(2).
       ``(2) Applicability.--An issuer shall be liable in an 
     action under paragraph (1), if the issuer--
       ``(A) by the use of any means or instruments of 
     transportation or communication in interstate commerce or of 
     the mails, by any means of any written or oral communication, 
     in the offering or sale of a security in a transaction 
     exempted by the provisions of section 4(6), makes an untrue 
     statement of a material fact or omits to state a material 
     fact required to be stated or necessary in order to make the 
     statements, in the light of the circumstances under which 
     they were made, not misleading, provided that the purchaser 
     did not know of such untruth or omission; and
       ``(B) does not sustain the burden of proof that such issuer 
     did not know, and in the exercise of reasonable care could 
     not have known, of such untruth or omission.
       ``(3) Definition.--As used in this subsection, the term 
     `issuer' includes any person who is a director or partner of 
     the issuer, and the principal executive officer or officers, 
     principal financial officer, and controller or principal 
     accounting officer of the issuer (and any person occupying a 
     similar status or performing a similar function) that offers 
     or sells a security in a transaction exempted by the 
     provisions of section 4(6), and any person who offers or 
     sells the security in such offering.
       ``(d) Information Available to States.--The Commission 
     shall make, or shall cause to be made by the relevant broker 
     or funding portal, the information described in subsection 
     (b) and such other information as the Commission, by rule, 
     determines appropriate, available to the securities 
     commission (or any agency or office performing like 
     functions) of each State and territory of the United States 
     and the District of Columbia.
       ``(e) Restrictions on Sales.--Securities issued pursuant to 
     a transaction described in section 4(6)--
       ``(1) may not be transferred by the purchaser of such 
     securities during the 1-year period beginning on the date of 
     purchase, unless such securities are transferred--
       ``(A) to the issuer of the securities;
       ``(B) to an accredited investor;
       ``(C) as part of an offering registered with the 
     Commission; or
       ``(D) to a member of the family of the purchaser or the 
     equivalent, or in connection with the death or divorce of the 
     purchaser or other similar circumstance, in the discretion of 
     the Commission; and
       ``(2) shall be subject to such other limitations as the 
     Commission shall, by rule, establish.
       ``(f) Applicability.--Section 4(6) shall not apply to 
     transactions involving the offer or sale of securities by any 
     issuer that--
       ``(1) is not organized under and subject to the laws of a 
     State or territory of the United States or the District of 
     Columbia;
       ``(2) is subject to the requirement to file reports 
     pursuant to section 13 or section 15(d) of the Securities 
     Exchange Act of 1934;
       ``(3) is an investment company, as defined in section 3 of 
     the Investment Company Act of 1940, or is excluded from the 
     definition of investment company by section 3(b) or section 
     3(c) of that Act; or
       ``(4) the Commission, by rule or regulation, determines 
     appropriate.
       ``(g) Rule of Construction.--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).
       ``(h) Certain Calculations.--
       ``(1) Dollar amounts.--Dollar amounts in section 4(6) and 
     subsection (b) of this section shall be adjusted by the 
     Commission not less frequently than once every 5 years, by 
     notice published in the Federal Register to reflect any 
     change in the Consumer Price Index for All Urban Consumers 
     published by the Bureau of Labor Statistics.
       ``(2) Income and net worth.--The income and net worth of a 
     natural person under section 4(6)(B) shall be calculated in 
     accordance with any rules of the Commission under this title 
     regarding the calculation of the income and net worth, 
     respectively, of an accredited investor.''.
       (c) Rulemaking.--Not later than 271 days after the date of 
     enactment of this Act, the Securities and Exchange Commission 
     (in this title referred to as the ``Commission'') shall issue 
     such rules as the Commission determines may be necessary or 
     appropriate for the protection of investors to carry out 
     sections 4(6) and section 4A of the Securities Act of 1933, 
     as added by this title. In carrying out this section, the 
     Commission shall consult with any securities commission (or 
     any agency or office performing like functions) of the 
     States, any territory of the United States, and the District 
     of Columbia, which seeks to consult with the Commission, and 
     with any applicable national securities association.
       (d) Disqualification.--
       (1) In general.--Not later than 270 days after the date of 
     enactment of this Act, the Commission shall, by rule, 
     establish disqualification provisions under which--
       (A) an issuer shall not be eligible to offer securities 
     pursuant to section 4(6) of the Securities Act of 1933, as 
     added by this title; and
       (B) a broker or funding portal shall not be eligible to 
     effect or participate in transactions pursuant to that 
     section 4(6).
       (2) Inclusions.--Disqualification provisions required by 
     this subsection shall--
       (A) be substantially similar to the provisions of section 
     230.262 of title 17, Code of Federal Regulations (or any 
     successor thereto); and
       (B) disqualify any offering or sale of securities by a 
     person that--
       (i) is subject to a final order of a State securities 
     commission (or an agency or officer of a State performing 
     like functions), a State authority that supervises or 
     examines banks, savings associations, or credit unions, a 
     State insurance commission (or an agency or officer of a 
     State performing like functions), an appropriate Federal 
     banking agency, or the National Credit Union Administration, 
     that--

       (I) bars the person from--

       (aa) association with an entity regulated by such 
     commission, authority, agency, or officer;
       (bb) engaging in the business of securities, insurance, or 
     banking; or
       (cc) engaging in savings association or credit union 
     activities; or

       (II) constitutes a final order based on a violation of any 
     law or regulation that prohibits fraudulent, manipulative, or 
     deceptive conduct within the 10-year period ending on the 
     date of the filing of the offer or sale; or

       (ii) has been convicted of any felony or misdemeanor in 
     connection with the purchase or sale of any security or 
     involving the making of any false filing with the Commission.

     SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS FROM 
                   SHAREHOLDER CAP.

       (a) Exemption.--Section 12(g) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78l(g)) is amended by adding at the 
     end the following:
       ``(6) Exclusion for persons holding certain securities.--
     The Commission shall, by rule, exempt, conditionally or 
     unconditionally, securities acquired pursuant to an offering 
     made under section 4(6) of the Securities Act of 1933 from 
     the provisions of this subsection.''.
       (b) Rulemaking.--The Commission shall issue a rule to carry 
     out section 12(g)(6) of the Securities Exchange Act of 1934 
     (15 U.S.C. 78c), as added by this section, not later than 270 
     days after the date of enactment of this Act.

     SEC. 304. FUNDING PORTAL REGULATION.

       (a) Exemption.--
       (1) In general.--Section 3 of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78c) is amended by adding at the end the 
     following:
       ``(h) Limited Exemption for Funding Portals.--
       ``(1) In general.--The Commission shall, by rule, exempt, 
     conditionally or unconditionally, a registered funding portal 
     from the requirement to register as a broker or dealer under 
     section 15(a)(1), provided that such funding portal--
       ``(A) remains subject to the examination, enforcement, and 
     other rulemaking authority of the Commission;
       ``(B) is a member of a national securities association 
     registered under section 15A; and
       ``(C) is subject to such other requirements under this 
     title as the Commission determines appropriate under such 
     rule.
       ``(2) National securities association membership.--For 
     purposes of sections 15(b)(8) and 15A, the term `broker or 
     dealer' includes a funding portal and the term `registered 
     broker or dealer' includes a registered funding portal, 
     except to the extent that the

[[Page 3697]]

     Commission, by rule, determines otherwise, provided that a 
     national securities association shall only examine for and 
     enforce against a registered funding portal rules of such 
     national securities association written specifically for 
     registered funding portals.''.
       (2) Rulemaking.--The Commission shall issue a rule to carry 
     out section 3(h) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78c), as added by this subsection, not later than 270 
     days after the date of enactment of this Act.
       (b) Definition.--Section 3(a) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78c(a)) is amended by adding at the 
     end the following:
       ``(80) Funding portal.--The term `funding portal' means any 
     person acting as an intermediary in a transaction involving 
     the offer or sale of securities for the account of others, 
     solely pursuant to section 4(6) of the Securities Act of 1933 
     (15 U.S.C. 77d(6)), that does not--
       ``(A) offer investment advice or recommendations;
       ``(B) solicit purchases, sales, or offers to buy the 
     securities offered or displayed on its website or portal;
       ``(C) compensate employees, agents, or other persons for 
     such solicitation or based on the sale of securities 
     displayed or referenced on its website or portal;
       ``(D) hold, manage, possess, or otherwise handle investor 
     funds or securities; or
       ``(E) engage in such other activities as the Commission, by 
     rule, determines appropriate.''.

     SEC. 305. RELATIONSHIP WITH 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 (D) and (E), 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, funding portal, 
     or any other person or entity using the exemption from 
     registration provided by section 4(6) of that Act.
       (2) Clarification of state jurisdiction over unlawful 
     conduct of funding portals and issuers.--Section 18(c)(1) of 
     the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) 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
       ``(A) with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker or dealer; and
       ``(B) in connection to a transaction described under 
     section 4(6), with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker, dealer, funding 
     portal, or issuer.''.
       (c) Notice Filings Permitted.--Section 18(c)(2) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended by 
     adding at the end the following:
       ``(F) Fees not permitted on crowdfunded securities.--
     Notwithstanding subparagraphs (A), (B), and (C), no filing or 
     fee may be required with respect to any security that is a 
     covered security pursuant to subsection (b)(4)(B), or will be 
     such a covered security upon completion of the transaction, 
     except for the securities commission (or any agency or office 
     performing like functions) of the State of the principal 
     place of business of the issuer, or any State in which 
     purchasers of 50 percent or greater of the aggregate amount 
     of the issue are residents, provided that for purposes of 
     this subparagraph, the term `State' includes the District of 
     Columbia and the territories of the United States.''.
       (d) Funding Portals.--
       (1) State exemptions and oversight.--Section 15(i) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is 
     amended--
       (A) by redesignating paragraphs (2) and (3) as paragraphs 
     (3) and (4), respectively; and
       (B) by inserting after paragraph (1) the following:
       ``(2) Funding portals.--
       ``(A) Limitation on state laws.--Except as provided in 
     subparagraph (B), no State or political subdivision thereof 
     may enforce any law, rule, regulation, or other 
     administrative action against a registered funding portal 
     with respect to its business as such.
       ``(B) Examination and enforcement authority.--Subparagraph 
     (A) does not apply with respect to the examination and 
     enforcement of any law, rule, regulation, or administrative 
     action of a State or political subdivision thereof in which 
     the principal place of business of a registered funding 
     portal is located, provided that such law, rule, regulation, 
     or administrative action is not in addition to or different 
     from the requirements for registered funding portals 
     established by the Commission.
       ``(C) Definition.--For purposes of this paragraph, the term 
     `State' includes the District of Columbia and the territories 
     of the United States.''.
       (2) State fraud authority.--Section 18(c)(1) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by 
     striking ``or dealer'' and inserting ``, dealer, or funding 
     portal''.
                                 ______
                                 
  SA 1927. Mr. MERKLEY submitted an amendment intended to be proposed 
to amendment SA 1884 submitted by Mr. Merkley (for himself, Mr. Bennet, 
and Mr. Brown of Massachusetts) and intended to be proposed to 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; which was ordered to lie on the table; as follows:

       On page 1, strike line 2 and all that follows through page 
     24, line 14 and insert the following:

     SEC. 301. SHORT TITLE.

       This title may be cited as the ``Capital Raising Online 
     While Deterring Fraud and Unethical Non-Disclosure Act of 
     2012'' or the ``CROWDFUND Act''

     SEC. 302. CROWDFUNDING EXEMPTION.

       (a) Securities Act of 1933.--Section 4 of the Securities 
     Act of 1933 (15 U.S.C. 77d) is amended by adding at the end 
     the following:
       ``(6) transactions involving the offer or sale of 
     securities by an issuer (including all entities controlled by 
     or under common control with the issuer), provided that--
       ``(A) the aggregate amount sold to all investors by the 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, is not more 
     than $1,000,000;
       ``(B) the aggregate amount sold to any investor by an 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, does not 
     exceed--
       ``(i) the greater of $2,000 or 5 percent of the annual 
     income or net worth of such investor, as applicable, if 
     either the annual income or the net worth of the investor is 
     less than $100,000; and
       ``(ii) 10 percent of the annual income or net worth of such 
     investor, as applicable, not to exceed a maximum aggregate 
     amount sold of $100,000, if either the annual income or net 
     worth of the investor is equal to or more than $100,000;
       ``(C) the transaction is conducted through a broker or 
     funding portal that complies with the requirements of section 
     4A(a); and
       ``(D) the issuer complies with the requirements of section 
     4A(b).''.
       (b) Requirements To Qualify for Crowdfunding Exemption.--
     The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended 
     by inserting after section 4 the following:

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

       ``(a) Requirements on Intermediaries.--A person acting as 
     an intermediary in a transaction involving the offer or sale 
     of securities for the account of others pursuant to section 
     4(6) shall--
       ``(1) register with the Commission as--
       ``(A) a broker; or
       ``(B) a funding portal (as defined in section 3(a)(80) of 
     the Securities Exchange Act of 1934);
       ``(2) register with any applicable self-regulatory 
     organization (as defined in section 3(a)(26) of the 
     Securities Exchange Act of 1934);
       ``(3) provide such disclosures, including disclosures 
     related to risks and other investor education materials, as 
     the Commission shall, by rule, determine appropriate;
       ``(4) ensure that each investor--
       ``(A) reviews investor-education information, in accordance 
     with standards established by the Commission, by rule;
       ``(B) positively affirms that the investor understands that 
     the investor is risking the loss of the entire investment, 
     and that the investor could bear such a loss; and
       ``(C) answers questions demonstrating--
       ``(i) an understanding of the level of risk generally 
     applicable to investments in startups, emerging businesses, 
     and small issuers;
       ``(ii) an understanding of the risk of illiquidity; and
       ``(iii) an understanding of such other matters as the 
     Commission determines appropriate, by rule;
       ``(5) take such measures to reduce the risk of fraud with 
     respect to such transactions, as established by the 
     Commission, by rule, including obtaining a background and 
     securities enforcement regulatory history check on each 
     officer, director, and person holding more than 20 percent of 
     the outstanding equity of every issuer whose securities are 
     offered by such person;
       ``(6) not later than 21 days prior to the first day on 
     which securities are sold to any investor (or such other 
     period as the Commission may establish), make available to 
     the Commission and to potential investors any information 
     provided by the issuer pursuant to subsection (b);
       ``(7) ensure that all offering proceeds are only provided 
     to the issuer when the aggregate capital raised from all 
     investors is equal to or greater than a target offering

[[Page 3698]]

     amount, and allow all investors to cancel their commitments 
     to invest, as the Commission shall, by rule, determine 
     appropriate;
       ``(8) make such efforts as the Commission determines 
     appropriate, by rule, to ensure that no investor in a 12-
     month period has purchased securities offered pursuant to 
     section 4(6) that, in the aggregate, from all issuers, exceed 
     the investment limits set forth in section 4(6)(B);
       ``(9) take such steps to protect the privacy of information 
     collected from investors as the Commission shall, by rule, 
     determine appropriate;
       ``(10) not compensate promoters, finders, or lead 
     generators for providing the broker or funding portal with 
     the personal identifying information of any potential 
     investor;
       ``(11) prohibit its directors, officers, or partners (or 
     any person occupying a similar status or performing a similar 
     function) from having any financial interest in an issuer 
     using its services; and
       ``(12) meet such other requirements as the Commission may, 
     by rule, prescribe, for the protection of investors and in 
     the public interest.
       ``(b) Requirements for Issuers.--For purposes of section 
     4(6), an issuer who offers or sells securities shall--
       ``(1) file with the Commission and provide to investors and 
     the relevant broker or funding portal, and make available to 
     potential investors--
       ``(A) the name, legal status, physical address, and website 
     address of the issuer;
       ``(B) the names of the directors and officers (and any 
     persons occupying a similar status or performing a similar 
     function), and each person holding more than 20 percent of 
     the shares of the issuer;
       ``(C) a description of the business of the issuer and the 
     anticipated business plan of the issuer;
       ``(D) a description of the financial condition of the 
     issuer, including, for offerings that, together with all 
     other offerings of the issuer under section 4(6) within the 
     preceding 12-month period, have, in the aggregate, target 
     offering amounts of--
       ``(i) $100,000 or less--

       ``(I) the income tax returns filed by the issuer for the 
     most recently completed year (if any); and
       ``(II) financial statements of the issuer, which shall be 
     certified by the principal executive officer of the issuer to 
     be true and complete in all material respects;

       ``(ii) more than $100,000, but not more than $500,000, 
     financial statements reviewed by a public accountant who is 
     independent of the issuer, using professional standards and 
     procedures for such review or standards and procedures 
     established by the Commission, by rule, for such purpose; and
       ``(iii) more than $500,000 (or such other amount as the 
     Commission may establish, by rule), audited financial 
     statements;
       ``(E) a description of the stated purpose and intended use 
     of the proceeds of the offering sought by the issuer with 
     respect to the target offering amount;
       ``(F) the target offering amount, the deadline to reach the 
     target offering amount, and regular updates regarding the 
     progress of the issuer in meeting the target offering amount;
       ``(G) the price to the public of the securities or the 
     method for determining the price, provided that, prior to 
     sale, each investor shall be provided in writing the final 
     price and all required disclosures, with a reasonable 
     opportunity to rescind the commitment to purchase the 
     securities;
       ``(H) a description of the ownership and capital structure 
     of the issuer, including--
       ``(i) terms of the securities of the issuer being offered 
     and each other class of security of the issuer, including how 
     such terms may be modified, and a summary of the differences 
     between such securities, including how the rights of the 
     securities being offered may be materially limited, diluted, 
     or qualified by the rights of any other class of security of 
     the issuer;
       ``(ii) a description of how the exercise of the rights held 
     by the principal shareholders of the issuer could negatively 
     impact the purchasers of the securities being offered;
       ``(iii) the name and ownership level of each existing 
     shareholder who owns more than 20 percent of any class of the 
     securities of the issuer;
       ``(iv) how the securities being offered are being valued, 
     and examples of methods for how such securities may be valued 
     by the issuer in the future, including during subsequent 
     corporate actions; and
       ``(v) the risks to purchasers of the securities relating to 
     minority ownership in the issuer, the risks associated with 
     corporate actions, including additional issuances of shares, 
     a sale of the issuer or of assets of the issuer, or 
     transactions with related parties; and
       ``(I) such other information as the Commission may, by 
     rule, prescribe, for the protection of investors and in the 
     public interest;
       ``(2) not advertise the terms of the offering, except for 
     notices which direct investors to the funding portal or 
     broker;
       ``(3) not compensate or commit to compensate, directly or 
     indirectly, any person to promote its offerings through 
     communication channels provided by a broker or funding 
     portal, without taking such steps as the Commission shall, by 
     rule, require to ensure that such person clearly discloses 
     the receipt, past or prospective, of such compensation, upon 
     each instance of such promotional communication;
       ``(4) not less than annually, file with the Commission and 
     provide to investors reports of the results of operations and 
     financial statements of the issuer, as the Commission shall, 
     by rule, determine appropriate, subject to such exceptions 
     and termination dates as the Commission may establish, by 
     rule; and
       ``(5) comply with such other requirements as the Commission 
     may, by rule, prescribe, for the protection of investors and 
     in the public interest.
       ``(c) Liability for Material Misstatements and Omissions.--
       ``(1) Actions authorized.--
       ``(A) In general.--Subject to paragraph (2), a person who 
     purchases a security in a transaction exempted by the 
     provisions of section 4(6) may bring an action against an 
     issuer described in paragraph (2), either at law or in equity 
     in any court of competent jurisdiction, to recover the 
     consideration paid for such security with interest thereon, 
     less the amount of any income received thereon, upon the 
     tender of such security, or for damages if such person no 
     longer owns the security.
       ``(B) Liability.--An action brought under this paragraph 
     shall be subject to the provisions of section 12(b) and 
     section 13, as if the liability were created under section 
     12(a)(2).
       ``(2) Applicability.--An issuer shall be liable in an 
     action under paragraph (1), if the issuer--
       ``(A) by the use of any means or instruments of 
     transportation or communication in interstate commerce or of 
     the mails, by any means of any written or oral communication, 
     in the offering or sale of a security in a transaction 
     exempted by the provisions of section 4(6), makes an untrue 
     statement of a material fact or omits to state a material 
     fact required to be stated or necessary in order to make the 
     statements, in the light of the circumstances under which 
     they were made, not misleading, provided that the purchaser 
     did not know of such untruth or omission; and
       ``(B) does not sustain the burden of proof that such issuer 
     did not know, and in the exercise of reasonable care could 
     not have known, of such untruth or omission.
       ``(3) Definition.--As used in this subsection, the term 
     `issuer' includes any person who is a director or partner of 
     the issuer, and the principal executive officer or officers, 
     principal financial officer, and controller or principal 
     accounting officer of the issuer (and any person occupying a 
     similar status or performing a similar function) that offers 
     or sells a security in a transaction exempted by the 
     provisions of section 4(6), and any person who offers or 
     sells the security in such offering.
       ``(d) Information Available to States.--The Commission 
     shall make, or shall cause to be made by the relevant broker 
     or funding portal, the information described in subsection 
     (b) and such other information as the Commission, by rule, 
     determines appropriate, available to the securities 
     commission (or any agency or office performing like 
     functions) of each State and territory of the United States 
     and the District of Columbia.
       ``(e) Restrictions on Sales.--Securities issued pursuant to 
     a transaction described in section 4(6)--
       ``(1) may not be transferred by the purchaser of such 
     securities during the 1-year period beginning on the date of 
     purchase, unless such securities are transferred--
       ``(A) to the issuer of the securities;
       ``(B) to an accredited investor;
       ``(C) as part of an offering registered with the 
     Commission; or
       ``(D) to a member of the family of the purchaser or the 
     equivalent, or in connection with the death or divorce of the 
     purchaser or other similar circumstance, in the discretion of 
     the Commission; and
       ``(2) shall be subject to such other limitations as the 
     Commission shall, by rule, establish.
       ``(f) Applicability.--Section 4(6) shall not apply to 
     transactions involving the offer or sale of securities by any 
     issuer that--
       ``(1) is not organized under and subject to the laws of a 
     State or territory of the United States or the District of 
     Columbia;
       ``(2) is subject to the requirement to file reports 
     pursuant to section 13 or section 15(d) of the Securities 
     Exchange Act of 1934;
       ``(3) is an investment company, as defined in section 3 of 
     the Investment Company Act of 1940, or is excluded from the 
     definition of investment company by section 3(b) or section 
     3(c) of that Act; or
       ``(4) the Commission, by rule or regulation, determines 
     appropriate.
       ``(g) Rule of Construction.--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).
       ``(h) Certain Calculations.--
       ``(1) Dollar amounts.--Dollar amounts in section 4(6) and 
     subsection (b) of this section shall be adjusted by the 
     Commission not less frequently than once every 5 years, by 
     notice published in the Federal Register to reflect any 
     change in the Consumer Price Index for All Urban Consumers 
     published by the Bureau of Labor Statistics.

[[Page 3699]]

       ``(2) Income and net worth.--The income and net worth of a 
     natural person under section 4(6)(B) shall be calculated in 
     accordance with any rules of the Commission under this title 
     regarding the calculation of the income and net worth, 
     respectively, of an accredited investor.''.
       (c) Rulemaking.--Not later than 270 days after the date of 
     enactment of this Act, the Securities and Exchange Commission 
     (in this title referred to as the ``Commission'') shall issue 
     such rules as the Commission determines may be necessary or 
     appropriate for the protection of investors to carry out 
     sections 4(6) and section 4A of the Securities Act of 1933, 
     as added by this title. In carrying out this section, the 
     Commission shall consult with any securities commission (or 
     any agency or office performing like functions) of the 
     States, any territory of the United States, and the District 
     of Columbia, which seeks to consult with the Commission, and 
     with any applicable national securities association.
       (d) Disqualification.--
       (1) In general.--Not later than 271 days after the date of 
     enactment of this Act, the Commission shall, by rule, 
     establish disqualification provisions under which--
       (A) an issuer shall not be eligible to offer securities 
     pursuant to section 4(6) of the Securities Act of 1933, as 
     added by this title; and
       (B) a broker or funding portal shall not be eligible to 
     effect or participate in transactions pursuant to that 
     section 4(6).
       (2) Inclusions.--Disqualification provisions required by 
     this subsection shall--
       (A) be substantially similar to the provisions of section 
     230.262 of title 17, Code of Federal Regulations (or any 
     successor thereto); and
       (B) disqualify any offering or sale of securities by a 
     person that--
       (i) is subject to a final order of a State securities 
     commission (or an agency or officer of a State performing 
     like functions), a State authority that supervises or 
     examines banks, savings associations, or credit unions, a 
     State insurance commission (or an agency or officer of a 
     State performing like functions), an appropriate Federal 
     banking agency, or the National Credit Union Administration, 
     that--

       (I) bars the person from--

       (aa) association with an entity regulated by such 
     commission, authority, agency, or officer;
       (bb) engaging in the business of securities, insurance, or 
     banking; or
       (cc) engaging in savings association or credit union 
     activities; or

       (II) constitutes a final order based on a violation of any 
     law or regulation that prohibits fraudulent, manipulative, or 
     deceptive conduct within the 10-year period ending on the 
     date of the filing of the offer or sale; or

       (ii) has been convicted of any felony or misdemeanor in 
     connection with the purchase or sale of any security or 
     involving the making of any false filing with the Commission.

     SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS FROM 
                   SHAREHOLDER CAP.

       (a) Exemption.--Section 12(g) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78l(g)) is amended by adding at the 
     end the following:
       ``(6) Exclusion for persons holding certain securities.--
     The Commission shall, by rule, exempt, conditionally or 
     unconditionally, securities acquired pursuant to an offering 
     made under section 4(6) of the Securities Act of 1933 from 
     the provisions of this subsection.''.
       (b) Rulemaking.--The Commission shall issue a rule to carry 
     out section 12(g)(6) of the Securities Exchange Act of 1934 
     (15 U.S.C. 78c), as added by this section, not later than 270 
     days after the date of enactment of this Act.

     SEC. 304. FUNDING PORTAL REGULATION.

       (a) Exemption.--
       (1) In general.--Section 3 of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78c) is amended by adding at the end the 
     following:
       ``(h) Limited Exemption for Funding Portals.--
       ``(1) In general.--The Commission shall, by rule, exempt, 
     conditionally or unconditionally, a registered funding portal 
     from the requirement to register as a broker or dealer under 
     section 15(a)(1), provided that such funding portal--
       ``(A) remains subject to the examination, enforcement, and 
     other rulemaking authority of the Commission;
       ``(B) is a member of a national securities association 
     registered under section 15A; and
       ``(C) is subject to such other requirements under this 
     title as the Commission determines appropriate under such 
     rule.
       ``(2) National securities association membership.--For 
     purposes of sections 15(b)(8) and 15A, the term `broker or 
     dealer' includes a funding portal and the term `registered 
     broker or dealer' includes a registered funding portal, 
     except to the extent that the Commission, by rule, determines 
     otherwise, provided that a national securities association 
     shall only examine for and enforce against a registered 
     funding portal rules of such national securities association 
     written specifically for registered funding portals.''.
       (2) Rulemaking.--The Commission shall issue a rule to carry 
     out section 3(h) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78c), as added by this subsection, not later than 270 
     days after the date of enactment of this Act.
       (b) Definition.--Section 3(a) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78c(a)) is amended by adding at the 
     end the following:
       ``(80) Funding portal.--The term `funding portal' means any 
     person acting as an intermediary in a transaction involving 
     the offer or sale of securities for the account of others, 
     solely pursuant to section 4(6) of the Securities Act of 1933 
     (15 U.S.C. 77d(6)), that does not--
       ``(A) offer investment advice or recommendations;
       ``(B) solicit purchases, sales, or offers to buy the 
     securities offered or displayed on its website or portal;
       ``(C) compensate employees, agents, or other persons for 
     such solicitation or based on the sale of securities 
     displayed or referenced on its website or portal;
       ``(D) hold, manage, possess, or otherwise handle investor 
     funds or securities; or
       ``(E) engage in such other activities as the Commission, by 
     rule, determines appropriate.''.

     SEC. 305. RELATIONSHIP WITH 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 (D) and (E), 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, funding portal, 
     or any other person or entity using the exemption from 
     registration provided by section 4(6) of that Act.
       (2) Clarification of state jurisdiction over unlawful 
     conduct of funding portals and issuers.--Section 18(c)(1) of 
     the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) 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
       ``(A) with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker or dealer; and
       ``(B) in connection to a transaction described under 
     section 4(6), with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker, dealer, funding 
     portal, or issuer.''.
       (c) Notice Filings Permitted.--Section 18(c)(2) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended by 
     adding at the end the following:
       ``(F) Fees not permitted on crowdfunded securities.--
     Notwithstanding subparagraphs (A), (B), and (C), no filing or 
     fee may be required with respect to any security that is a 
     covered security pursuant to subsection (b)(4)(B), or will be 
     such a covered security upon completion of the transaction, 
     except for the securities commission (or any agency or office 
     performing like functions) of the State of the principal 
     place of business of the issuer, or any State in which 
     purchasers of 50 percent or greater of the aggregate amount 
     of the issue are residents, provided that for purposes of 
     this subparagraph, the term `State' includes the District of 
     Columbia and the territories of the United States.''.
       (d) Funding Portals.--
       (1) State exemptions and oversight.--Section 15(i) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is 
     amended--
       (A) by redesignating paragraphs (2) and (3) as paragraphs 
     (3) and (4), respectively; and
       (B) by inserting after paragraph (1) the following:
       ``(2) Funding portals.--
       ``(A) Limitation on state laws.--Except as provided in 
     subparagraph (B), no State or political subdivision thereof 
     may enforce any law, rule, regulation, or other 
     administrative action against a registered funding portal 
     with respect to its business as such.
       ``(B) Examination and enforcement authority.--Subparagraph 
     (A) does not apply with respect to the examination and 
     enforcement of any law, rule, regulation, or administrative 
     action of a State or political subdivision thereof in which 
     the principal place of business of a registered funding 
     portal is located, provided that such law, rule, regulation, 
     or administrative action is not in addition to or different 
     from the requirements for registered funding portals 
     established by the Commission.
       ``(C) Definition.--For purposes of this paragraph, the term 
     `State' includes the District of Columbia and the territories 
     of the United States.''.
       (2) State fraud authority.--Section 18(c)(1) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by 
     striking ``or dealer'' and inserting ``, dealer, or funding 
     portal''.
                                 ______
                                 
  SA 1928. Mr. MERKLEY submitted an amendment intended to be proposed 
to

[[Page 3700]]

amendment SA 1884 submitted by Mr. Merkley (for himself, Mr. Bennet, 
and Mr. Brown of Massachusetts) and intended to be proposed to 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; which was ordered to lie on the table; as follows:

       On page 1, strike line 6 and all that follows through page 
     24, line 14 and insert the following: ``of 212' or the 
     `CROWDFUND Act of 2012'.

     SEC. 302. CROWDFUNDING EXEMPTION.

       (a) Securities Act of 1933.--Section 4 of the Securities 
     Act of 1933 (15 U.S.C. 77d) is amended by adding at the end 
     the following:
       ``(6) transactions involving the offer or sale of 
     securities by an issuer (including all entities controlled by 
     or under common control with the issuer), provided that--
       ``(A) the aggregate amount sold to all investors by the 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, is not more 
     than $1,000,000;
       ``(B) the aggregate amount sold to any investor by an 
     issuer, including any amount sold in reliance on the 
     exemption provided under this paragraph during the 12-month 
     period preceding the date of such transaction, does not 
     exceed--
       ``(i) the greater of $2,000 or 5 percent of the annual 
     income or net worth of such investor, as applicable, if 
     either the annual income or the net worth of the investor is 
     less than $100,000; and
       ``(ii) 10 percent of the annual income or net worth of such 
     investor, as applicable, not to exceed a maximum aggregate 
     amount sold of $100,000, if either the annual income or net 
     worth of the investor is equal to or more than $100,000;
       ``(C) the transaction is conducted through a broker or 
     funding portal that complies with the requirements of section 
     4A(a); and
       ``(D) the issuer complies with the requirements of section 
     4A(b).''.
       (b) Requirements To Qualify for Crowdfunding Exemption.--
     The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended 
     by inserting after section 4 the following:

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

       ``(a) Requirements on Intermediaries.--A person acting as 
     an intermediary in a transaction involving the offer or sale 
     of securities for the account of others pursuant to section 
     4(6) shall--
       ``(1) register with the Commission as--
       ``(A) a broker; or
       ``(B) a funding portal (as defined in section 3(a)(80) of 
     the Securities Exchange Act of 1934);
       ``(2) register with any applicable self-regulatory 
     organization (as defined in section 3(a)(26) of the 
     Securities Exchange Act of 1934);
       ``(3) provide such disclosures, including disclosures 
     related to risks and other investor education materials, as 
     the Commission shall, by rule, determine appropriate;
       ``(4) ensure that each investor--
       ``(A) reviews investor-education information, in accordance 
     with standards established by the Commission, by rule;
       ``(B) positively affirms that the investor understands that 
     the investor is risking the loss of the entire investment, 
     and that the investor could bear such a loss; and
       ``(C) answers questions demonstrating--
       ``(i) an understanding of the level of risk generally 
     applicable to investments in startups, emerging businesses, 
     and small issuers;
       ``(ii) an understanding of the risk of illiquidity; and
       ``(iii) an understanding of such other matters as the 
     Commission determines appropriate, by rule;
       ``(5) take such measures to reduce the risk of fraud with 
     respect to such transactions, as established by the 
     Commission, by rule, including obtaining a background and 
     securities enforcement regulatory history check on each 
     officer, director, and person holding more than 20 percent of 
     the outstanding equity of every issuer whose securities are 
     offered by such person;
       ``(6) not later than 21 days prior to the first day on 
     which securities are sold to any investor (or such other 
     period as the Commission may establish), make available to 
     the Commission and to potential investors any information 
     provided by the issuer pursuant to subsection (b);
       ``(7) ensure that all offering proceeds are only provided 
     to the issuer when the aggregate capital raised from all 
     investors is equal to or greater than a target offering 
     amount, and allow all investors to cancel their commitments 
     to invest, as the Commission shall, by rule, determine 
     appropriate;
       ``(8) make such efforts as the Commission determines 
     appropriate, by rule, to ensure that no investor in a 12-
     month period has purchased securities offered pursuant to 
     section 4(6) that, in the aggregate, from all issuers, exceed 
     the investment limits set forth in section 4(6)(B);
       ``(9) take such steps to protect the privacy of information 
     collected from investors as the Commission shall, by rule, 
     determine appropriate;
       ``(10) not compensate promoters, finders, or lead 
     generators for providing the broker or funding portal with 
     the personal identifying information of any potential 
     investor;
       ``(11) prohibit its directors, officers, or partners (or 
     any person occupying a similar status or performing a similar 
     function) from having any financial interest in an issuer 
     using its services; and
       ``(12) meet such other requirements as the Commission may, 
     by rule, prescribe, for the protection of investors and in 
     the public interest.
       ``(b) Requirements for Issuers.--For purposes of section 
     4(6), an issuer who offers or sells securities shall--
       ``(1) file with the Commission and provide to investors and 
     the relevant broker or funding portal, and make available to 
     potential investors--
       ``(A) the name, legal status, physical address, and website 
     address of the issuer;
       ``(B) the names of the directors and officers (and any 
     persons occupying a similar status or performing a similar 
     function), and each person holding more than 20 percent of 
     the shares of the issuer;
       ``(C) a description of the business of the issuer and the 
     anticipated business plan of the issuer;
       ``(D) a description of the financial condition of the 
     issuer, including, for offerings that, together with all 
     other offerings of the issuer under section 4(6) within the 
     preceding 12-month period, have, in the aggregate, target 
     offering amounts of--
       ``(i) $100,000 or less--

       ``(I) the income tax returns filed by the issuer for the 
     most recently completed year (if any); and
       ``(II) financial statements of the issuer, which shall be 
     certified by the principal executive officer of the issuer to 
     be true and complete in all material respects;

       ``(ii) more than $100,000, but not more than $500,000, 
     financial statements reviewed by a public accountant who is 
     independent of the issuer, using professional standards and 
     procedures for such review or standards and procedures 
     established by the Commission, by rule, for such purpose; and
       ``(iii) more than $500,000 (or such other amount as the 
     Commission may establish, by rule), audited financial 
     statements;
       ``(E) a description of the stated purpose and intended use 
     of the proceeds of the offering sought by the issuer with 
     respect to the target offering amount;
       ``(F) the target offering amount, the deadline to reach the 
     target offering amount, and regular updates regarding the 
     progress of the issuer in meeting the target offering amount;
       ``(G) the price to the public of the securities or the 
     method for determining the price, provided that, prior to 
     sale, each investor shall be provided in writing the final 
     price and all required disclosures, with a reasonable 
     opportunity to rescind the commitment to purchase the 
     securities;
       ``(H) a description of the ownership and capital structure 
     of the issuer, including--
       ``(i) terms of the securities of the issuer being offered 
     and each other class of security of the issuer, including how 
     such terms may be modified, and a summary of the differences 
     between such securities, including how the rights of the 
     securities being offered may be materially limited, diluted, 
     or qualified by the rights of any other class of security of 
     the issuer;
       ``(ii) a description of how the exercise of the rights held 
     by the principal shareholders of the issuer could negatively 
     impact the purchasers of the securities being offered;
       ``(iii) the name and ownership level of each existing 
     shareholder who owns more than 20 percent of any class of the 
     securities of the issuer;
       ``(iv) how the securities being offered are being valued, 
     and examples of methods for how such securities may be valued 
     by the issuer in the future, including during subsequent 
     corporate actions; and
       ``(v) the risks to purchasers of the securities relating to 
     minority ownership in the issuer, the risks associated with 
     corporate actions, including additional issuances of shares, 
     a sale of the issuer or of assets of the issuer, or 
     transactions with related parties; and
       ``(I) such other information as the Commission may, by 
     rule, prescribe, for the protection of investors and in the 
     public interest;
       ``(2) not advertise the terms of the offering, except for 
     notices which direct investors to the funding portal or 
     broker;
       ``(3) not compensate or commit to compensate, directly or 
     indirectly, any person to promote its offerings through 
     communication channels provided by a broker or funding 
     portal, without taking such steps as the Commission shall, by 
     rule, require to ensure that such person clearly discloses 
     the receipt, past or prospective, of such compensation, upon 
     each instance of such promotional communication;
       ``(4) not less than annually, file with the Commission and 
     provide to investors reports of the results of operations and 
     financial statements of the issuer, as the Commission shall, 
     by rule, determine appropriate, subject to such exceptions 
     and termination dates as the Commission may establish, by 
     rule; and
       ``(5) comply with such other requirements as the Commission 
     may, by rule, prescribe,

[[Page 3701]]

     for the protection of investors and in the public interest.
       ``(c) Liability for Material Misstatements and Omissions.--
       ``(1) Actions authorized.--
       ``(A) In general.--Subject to paragraph (2), a person who 
     purchases a security in a transaction exempted by the 
     provisions of section 4(6) may bring an action against an 
     issuer described in paragraph (2), either at law or in equity 
     in any court of competent jurisdiction, to recover the 
     consideration paid for such security with interest thereon, 
     less the amount of any income received thereon, upon the 
     tender of such security, or for damages if such person no 
     longer owns the security.
       ``(B) Liability.--An action brought under this paragraph 
     shall be subject to the provisions of section 12(b) and 
     section 13, as if the liability were created under section 
     12(a)(2).
       ``(2) Applicability.--An issuer shall be liable in an 
     action under paragraph (1), if the issuer--
       ``(A) by the use of any means or instruments of 
     transportation or communication in interstate commerce or of 
     the mails, by any means of any written or oral communication, 
     in the offering or sale of a security in a transaction 
     exempted by the provisions of section 4(6), makes an untrue 
     statement of a material fact or omits to state a material 
     fact required to be stated or necessary in order to make the 
     statements, in the light of the circumstances under which 
     they were made, not misleading, provided that the purchaser 
     did not know of such untruth or omission; and
       ``(B) does not sustain the burden of proof that such issuer 
     did not know, and in the exercise of reasonable care could 
     not have known, of such untruth or omission.
       ``(3) Definition.--As used in this subsection, the term 
     `issuer' includes any person who is a director or partner of 
     the issuer, and the principal executive officer or officers, 
     principal financial officer, and controller or principal 
     accounting officer of the issuer (and any person occupying a 
     similar status or performing a similar function) that offers 
     or sells a security in a transaction exempted by the 
     provisions of section 4(6), and any person who offers or 
     sells the security in such offering.
       ``(d) Information Available to States.--The Commission 
     shall make, or shall cause to be made by the relevant broker 
     or funding portal, the information described in subsection 
     (b) and such other information as the Commission, by rule, 
     determines appropriate, available to the securities 
     commission (or any agency or office performing like 
     functions) of each State and territory of the United States 
     and the District of Columbia.
       ``(e) Restrictions on Sales.--Securities issued pursuant to 
     a transaction described in section 4(6)--
       ``(1) may not be transferred by the purchaser of such 
     securities during the 1-year period beginning on the date of 
     purchase, unless such securities are transferred--
       ``(A) to the issuer of the securities;
       ``(B) to an accredited investor;
       ``(C) as part of an offering registered with the 
     Commission; or
       ``(D) to a member of the family of the purchaser or the 
     equivalent, or in connection with the death or divorce of the 
     purchaser or other similar circumstance, in the discretion of 
     the Commission; and
       ``(2) shall be subject to such other limitations as the 
     Commission shall, by rule, establish.
       ``(f) Applicability.--Section 4(6) shall not apply to 
     transactions involving the offer or sale of securities by any 
     issuer that--
       ``(1) is not organized under and subject to the laws of a 
     State or territory of the United States or the District of 
     Columbia;
       ``(2) is subject to the requirement to file reports 
     pursuant to section 13 or section 15(d) of the Securities 
     Exchange Act of 1934;
       ``(3) is an investment company, as defined in section 3 of 
     the Investment Company Act of 1940, or is excluded from the 
     definition of investment company by section 3(b) or section 
     3(c) of that Act; or
       ``(4) the Commission, by rule or regulation, determines 
     appropriate.
       ``(g) Rule of Construction.--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).
       ``(h) Certain Calculations.--
       ``(1) Dollar amounts.--Dollar amounts in section 4(6) and 
     subsection (b) of this section shall be adjusted by the 
     Commission not less frequently than once every 5 years, by 
     notice published in the Federal Register to reflect any 
     change in the Consumer Price Index for All Urban Consumers 
     published by the Bureau of Labor Statistics.
       ``(2) Income and net worth.--The income and net worth of a 
     natural person under section 4(6)(B) shall be calculated in 
     accordance with any rules of the Commission under this title 
     regarding the calculation of the income and net worth, 
     respectively, of an accredited investor.''.
       (c) Rulemaking.--Not later than 271 days after the date of 
     enactment of this Act, the Securities and Exchange Commission 
     (in this title referred to as the ``Commission'') shall issue 
     such rules as the Commission determines may be necessary or 
     appropriate for the protection of investors to carry out 
     sections 4(6) and section 4A of the Securities Act of 1933, 
     as added by this title. In carrying out this section, the 
     Commission shall consult with any securities commission (or 
     any agency or office performing like functions) of the 
     States, any territory of the United States, and the District 
     of Columbia, which seeks to consult with the Commission, and 
     with any applicable national securities association.
       (d) Disqualification.--
       (1) In general.--Not later than 270 days after the date of 
     enactment of this Act, the Commission shall, by rule, 
     establish disqualification provisions under which--
       (A) an issuer shall not be eligible to offer securities 
     pursuant to section 4(6) of the Securities Act of 1933, as 
     added by this title; and
       (B) a broker or funding portal shall not be eligible to 
     effect or participate in transactions pursuant to that 
     section 4(6).
       (2) Inclusions.--Disqualification provisions required by 
     this subsection shall--
       (A) be substantially similar to the provisions of section 
     230.262 of title 17, Code of Federal Regulations (or any 
     successor thereto); and
       (B) disqualify any offering or sale of securities by a 
     person that--
       (i) is subject to a final order of a State securities 
     commission (or an agency or officer of a State performing 
     like functions), a State authority that supervises or 
     examines banks, savings associations, or credit unions, a 
     State insurance commission (or an agency or officer of a 
     State performing like functions), an appropriate Federal 
     banking agency, or the National Credit Union Administration, 
     that--

       (I) bars the person from--

       (aa) association with an entity regulated by such 
     commission, authority, agency, or officer;
       (bb) engaging in the business of securities, insurance, or 
     banking; or
       (cc) engaging in savings association or credit union 
     activities; or

       (II) constitutes a final order based on a violation of any 
     law or regulation that prohibits fraudulent, manipulative, or 
     deceptive conduct within the 10-year period ending on the 
     date of the filing of the offer or sale; or

       (ii) has been convicted of any felony or misdemeanor in 
     connection with the purchase or sale of any security or 
     involving the making of any false filing with the Commission.

     SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS FROM 
                   SHAREHOLDER CAP.

       (a) Exemption.--Section 12(g) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78l(g)) is amended by adding at the 
     end the following:
       ``(6) Exclusion for persons holding certain securities.--
     The Commission shall, by rule, exempt, conditionally or 
     unconditionally, securities acquired pursuant to an offering 
     made under section 4(6) of the Securities Act of 1933 from 
     the provisions of this subsection.''.
       (b) Rulemaking.--The Commission shall issue a rule to carry 
     out section 12(g)(6) of the Securities Exchange Act of 1934 
     (15 U.S.C. 78c), as added by this section, not later than 270 
     days after the date of enactment of this Act.

     SEC. 304. FUNDING PORTAL REGULATION.

       (a) Exemption.--
       (1) In general.--Section 3 of the Securities Exchange Act 
     of 1934 (15 U.S.C. 78c) is amended by adding at the end the 
     following:
       ``(h) Limited Exemption for Funding Portals.--
       ``(1) In general.--The Commission shall, by rule, exempt, 
     conditionally or unconditionally, a registered funding portal 
     from the requirement to register as a broker or dealer under 
     section 15(a)(1), provided that such funding portal--
       ``(A) remains subject to the examination, enforcement, and 
     other rulemaking authority of the Commission;
       ``(B) is a member of a national securities association 
     registered under section 15A; and
       ``(C) is subject to such other requirements under this 
     title as the Commission determines appropriate under such 
     rule.
       ``(2) National securities association membership.--For 
     purposes of sections 15(b)(8) and 15A, the term `broker or 
     dealer' includes a funding portal and the term `registered 
     broker or dealer' includes a registered funding portal, 
     except to the extent that the Commission, by rule, determines 
     otherwise, provided that a national securities association 
     shall only examine for and enforce against a registered 
     funding portal rules of such national securities association 
     written specifically for registered funding portals.''.
       (2) Rulemaking.--The Commission shall issue a rule to carry 
     out section 3(h) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78c), as added by this subsection, not later than 270 
     days after the date of enactment of this Act.
       (b) Definition.--Section 3(a) of the Securities Exchange 
     Act of 1934 (15 U.S.C. 78c(a)) is amended by adding at the 
     end the following:
       ``(80) Funding portal.--The term `funding portal' means any 
     person acting as an intermediary in a transaction involving 
     the offer

[[Page 3702]]

     or sale of securities for the account of others, solely 
     pursuant to section 4(6) of the Securities Act of 1933 (15 
     U.S.C. 77d(6)), that does not--
       ``(A) offer investment advice or recommendations;
       ``(B) solicit purchases, sales, or offers to buy the 
     securities offered or displayed on its website or portal;
       ``(C) compensate employees, agents, or other persons for 
     such solicitation or based on the sale of securities 
     displayed or referenced on its website or portal;
       ``(D) hold, manage, possess, or otherwise handle investor 
     funds or securities; or
       ``(E) engage in such other activities as the Commission, by 
     rule, determines appropriate.''.

     SEC. 305. RELATIONSHIP WITH 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 (D) and (E), 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, funding portal, 
     or any other person or entity using the exemption from 
     registration provided by section 4(6) of that Act.
       (2) Clarification of state jurisdiction over unlawful 
     conduct of funding portals and issuers.--Section 18(c)(1) of 
     the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) 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
       ``(A) with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker or dealer; and
       ``(B) in connection to a transaction described under 
     section 4(6), with respect to--
       ``(i) fraud or deceit; or
       ``(ii) unlawful conduct by a broker, dealer, funding 
     portal, or issuer.''.
       (c) Notice Filings Permitted.--Section 18(c)(2) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended by 
     adding at the end the following:
       ``(F) Fees not permitted on crowdfunded securities.--
     Notwithstanding subparagraphs (A), (B), and (C), no filing or 
     fee may be required with respect to any security that is a 
     covered security pursuant to subsection (b)(4)(B), or will be 
     such a covered security upon completion of the transaction, 
     except for the securities commission (or any agency or office 
     performing like functions) of the State of the principal 
     place of business of the issuer, or any State in which 
     purchasers of 50 percent or greater of the aggregate amount 
     of the issue are residents, provided that for purposes of 
     this subparagraph, the term `State' includes the District of 
     Columbia and the territories of the United States.''.
       (d) Funding Portals.--
       (1) State exemptions and oversight.--Section 15(i) of the 
     Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is 
     amended--
       (A) by redesignating paragraphs (2) and (3) as paragraphs 
     (3) and (4), respectively; and
       (B) by inserting after paragraph (1) the following:
       ``(2) Funding portals.--
       ``(A) Limitation on state laws.--Except as provided in 
     subparagraph (B), no State or political subdivision thereof 
     may enforce any law, rule, regulation, or other 
     administrative action against a registered funding portal 
     with respect to its business as such.
       ``(B) Examination and enforcement authority.--Subparagraph 
     (A) does not apply with respect to the examination and 
     enforcement of any law, rule, regulation, or administrative 
     action of a State or political subdivision thereof in which 
     the principal place of business of a registered funding 
     portal is located, provided that such law, rule, regulation, 
     or administrative action is not in addition to or different 
     from the requirements for registered funding portals 
     established by the Commission.
       ``(C) Definition.--For purposes of this paragraph, the term 
     `State' includes the District of Columbia and the territories 
     of the United States.''.
       (2) State fraud authority.--Section 18(c)(1) of the 
     Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by 
     striking ``or dealer'' and inserting ``, dealer, or funding 
     portal''.
                                 ______
                                 
  SA 1929. Mr. MERKLEY submitted an amendment intended to be proposed 
to amendment SA 1848 submitted by Mr. Lautenberg and intended to be 
proposed to 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; which was ordered to lie on the table; as 
follows:

       On page strike line 3 and all that follows through page 3, 
     line 2 and insert the following:

     SEC. 304. OCCURRENCE OF FRAUD.

       (a) Report on Occurrence of Fraud.--
       (1) In general.--The Commission shall, once every 2 years, 
     beginning on the date of enactment of this Act, submit a 
     report to Congress which includes an affirmative finding that 
     the amount of fraud related to issuances made pursuant to 
     section 4(6) of the Securities Act of 1933, as amended by 
     this title, was not excessive during the reporting period.
       (2) Finding of excessive fraud.--If the Commission finds 
     that the amount of fraud related to issuances made pursuant 
     to section 4(6) of the Securities Act of 1933, as amended by 
     this title, was excessive during the reporting period, the 
     Commission shall--
       (A) report such finding to the Congress, together with the 
     reports required by this section; and
       (B) initiate a rulemaking pursuant to subsection (b).
       (b) Rulemaking.--
       (1) In general.--If the Commission makes a finding of 
     excessive fraud, as described in subsection (a)(2), the 
     Commission shall amend its rules issued, amended, or enforced 
     under this title, as necessary to reduce the incidence of 
     fraud related to crowdfunding exemptions provided under this 
     title.
       (2) Timing.--Amended rules shall be issued under paragraph 
     (1) as interim final rules not later than 30 days after a 
     finding by the Commission of excessive fraud, with public 
     comments accepted for 31 days after the date of publication 
     of the interim final rules.
                                 ______
                                 
  SA 1930. Mr. MERKLEY submitted an amendment intended to be proposed 
to amendment SA 1884 submitted by Mr. Merkley (for himself, Mr. Bennet, 
and Mr. Brown of Massachusetts) and intended to be proposed to 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; which was ordered to lie on the table; as follows:

       On page 20, line 1, strike ``270'' and insert ``271''.
                                 ______
                                 
  SA 1931. Mr. REED submitted an amendment intended to be proposed by 
him to 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; which was ordered to lie on the table; as 
follows:

       At the end, add the following: ``The Commission shall 
     revise the definition of the term `held of record' pursuant 
     to section 12(g)(5) of the Securities Exchange Act of 1934 
     (15. U.S.C. 781(g)(5)) to include beneficial owners of such 
     class of securities.''.
                                 ______
                                 
  SA 1932. Mr. REED submitted an amendment intended to be proposed by 
him to 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; which was ordered to lie on the table; as 
follows:

       On page 37, line 21, strike ``may'' and insert ``shall''.
                                 ______
                                 
  SA 1933. Mr. REED submitted an amendment intended to be proposed by 
him to 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; which was ordered to lie on the table; as 
follows:

       On page 39, line 5, strike ``may'' and insert ``shall''.
                                 ______
                                 
  SA 1934. Mr. PAUL submitted an amendment intended to be proposed to 
amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for herself, 
Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. Warner, Mr. 
Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. Akaka, Mrs. 
Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; 
which was ordered to lie on the table; as follows:

       At the appropriate place, insert the following:

     SEC. ___. PROHIBITION ON FINANCING BY THE EXPORT-IMPORT BANK 
                   OF THE UNITED STATES FOR ENTITIES THAT ARE 
                   CONTROLLED BY FOREIGN GOVERNMENTS.

       Notwithstanding any provision of the Export-Import Bank Act 
     of 1945 (12 U.S.C. 635 et seq.), the Export-Import Bank of 
     the United States may not provide any financing (including 
     any guarantee, insurance, extension of credit, or 
     participation in the extension of credit) to an entity--

[[Page 3703]]

       (1) in which a foreign government holds interests 
     representing at least 50 percent of the capital structure of 
     the entity or otherwise holds a controlling interest in the 
     capital structure of the entity; or
       (2) that is otherwise controlled in effect by a foreign 
     government.
                                 ______
                                 
  SA 1935. Mr. CHAMBLISS submitted an amendment intended to be proposed 
to amendment SA 1836 proposed by Mr. Reid (for Ms. Cantwell (for 
herself, Mr. Johnson of South Dakota, Mr. Graham, Mr. Shelby, Mr. 
Warner, Mr. Schumer, Mr. Brown of Ohio, Mrs. Hagan, Mr. Coons, Mr. 
Akaka, Mrs. Murray, Ms. Landrieu, Mr. Kerry, and Mr. Kirk)) to 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; which was ordered to lie on the table; as follows:

       At the end of the amendment, add the following:

     SEC. 817. NEGOTIATIONS TO SUBSTANTIALLY REDUCE SUBSIDIES FOR 
                   AIRCRAFT FINANCING.

       (a) In General.--The President shall initiate and pursue 
     negotiations with all countries that finance large air 
     carrier aircraft with funds from a state-sponsored entity, to 
     substantially reduce export credit financing for the 
     aircraft, with the ultimate goal of eliminating financing for 
     the aircraft by state-sponsored entities. Not later than 180 
     days after the date of the enactment of this Act, and 
     annually thereafter, the President shall submit to the 
     Committee on Banking, Housing, and Urban Affairs of the 
     Senate and the Committee on Financial Services of the House 
     of Representatives a report on the progress of the 
     negotiations until the President certifies in writing to the 
     committees that all countries that finance large air carrier 
     aircraft with funds from a state-sponsored entity have agreed 
     to end the financing with funds from such an entity.
       (b) Large Air Carrier Aircraft Defined.--In subsection (a), 
     the term ``large air carrier aircraft'', means an aircraft 
     designed to hold seats for at least 31 passengers.
                                 ______
                                 
  SA 1936. Mr. REED submitted an amendment intended to be proposed by 
him to 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; which was ordered to lie on the table; as 
follows:

       At the end, add the following: ``The rules shall include 
     the terms and conditions relating to the forms of permissible 
     solicitation and advertising.''.
                                 ______
                                 
  SA 1937. Ms. LANDRIEU submitted an amendment intended to be proposed 
to amendment SA 1833 proposed by Mr. Reid (for Mr. Reed (for himself, 
Ms. Landrieu, Mr. Levin, Mr. Brown of Ohio, Mr. Merkley, Mr. Akaka, Mr. 
Whitehouse, Mr. Franken, Mr. Harkin, Mr. Durbin, and Mrs. Shaheen)) to 
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; which was ordered to lie on the table; as follows:

       Strike section 602 and insert the following:

     SEC. 602. THRESHOLD FOR REGISTRATION.

       Section 12(g)(1) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78l(g)(1)) is amended by striking ``shall--'' and all 
     that follows through ``register such'' and inserting ``shall, 
     not later than 120 days after the last day of any fiscal year 
     of the issuer on which the issuer has total assets exceeding 
     $10,000,000 and a class of equity securities (other than an 
     exempted security) held of record by 750 or more persons (or, 
     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), by 2,000 or 
     more persons), register such''.
                                 ______
                                 
  SA 1938. Ms. AYOTTE submitted an amendment intended to be proposed by 
him to 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; which was ordered to lie on the table; as 
follows:

       At the appropriate place, insert the following:

     SEC. __. FIDUCIARY EXCLUSION.

       Section 3(21)(A) of the Employee Retirement Income and 
     Security Act of 1974 (29 U.S.C. 1002(21)(A)) is amended by 
     inserting ``and except to the extent a person is providing an 
     appraisal or fairness opinion with respect to qualifying 
     employer securities (as defined in section 407(d)(5)) 
     included in an employee stock ownership plan (as defined in 
     section 407(d)(6)),'' after ``subparagraph (B),''.
                                 ______
                                 
  SA 1939. Mr. DeMINT submitted an amendment intended to be proposed by 
him to 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; which was ordered to lie on the table; as 
follows:

       At the appropriate place, insert the following:

     SECTION __. NATIONAL RIGHT TO WORK.

       (a) Amendments to the National Labor Relations Act.--
       (1) Rights of employees.--Section 7 of the National Labor 
     Relations Act (29 U.S.C. 157) is amended by striking ``except 
     to'' and all that follows through ``authorized in section 
     8(a)(3)''.
       (2) Unfair labor practices.--Section 8 of the National 
     Labor Relations Act (29 U.S.C. 158) is amended--
       (A) in subsection (a)(3), by striking ``: Provided, That'' 
     and all that follows through ``retaining membership'';
       (B) in subsection (b)--
       (i) in paragraph (2), by striking ``or to discriminate'' 
     and all that follows through ``retaining membership''; and
       (ii) in paragraph (5), by striking ``covered by an 
     agreement authorized under subsection (a)(3)''; and
       (C) in subsection (f), by striking clause (2) and 
     redesignating clauses (3) and (4) as clauses (2) and (3), 
     respectively.
       (b) Amendment to the Railway Labor Act.--Section 2 of the 
     Railway Labor Act (45 U.S.C. 152) is amended by striking 
     paragraph Eleven.
                                 ______
                                 
  SA 1940. Mr. REID proposed an amendment to the bill S. 2038, to 
prohibit Members of Congress and employees of Congress from using 
nonpublic information derived from their official positions for 
personal benefit, and for other purposes; as follows:

       At the end, add the following new section:

     SEC. __.

       This Act shall become effective 5 days after enactment.
                                 ______
                                 
  SA 1941. Mr. REID proposed an amendment to amendment SA 1940 proposed 
by Mr. Reid to the bill S. 2038, to prohibit Members of Congress and 
employees of Congress from using nonpublic information derived from 
their official positions for personal benefit, and for other purposes; 
as follows:

       In the amendment, strike ``5 days'' and insert ``4 days''.
                                 ______
                                 
  SA 1942. Mr. REID proposed an amendment to the bill S. 2038, to 
prohibit Members of Congress and employees of Congress from using 
nonpublic information derived from their official positions for 
personal benefit, and for other purposes; as follows:

       At the end, add the following new section:

     SEC. __.

       This Act shall become effective 3 days after enactment.
                                 ______
                                 
  SA 1943. Mr. REID proposed an amendment to amendment SA 1942 proposed 
by Mr. Reid to the bill S. 2038, to prohibit Members of Congress and 
employees of Congress from using nonpublic information derived from 
their official positions for personal benefit, and for other purposes; 
as follows:

       In the amendment, strike ``3 days'' and insert ``2 days''.
                                 ______
                                 
  SA 1944. Mr. REID proposed an amendment to amendment SA 1943 proposed 
by Mr. Reid to the amendment SA 1942 proposed by Mr. Reid to the bill 
S. 2038, to prohibit Members of Congress and employees of Congress from 
using nonpublic information derived from their official positions for 
personal benefit, and for other purposes; as follows:

       In the amendment, strike ``2 days'' and insert ``1 day''.

                          ____________________