[Congressional Record (Bound Edition), Volume 160 (2014), Part 10]
[House]
[Pages 14656-14664]
[From the U.S. Government Publishing Office, www.gpo.gov]




     PROMOTING JOB CREATION AND REDUCING SMALL BUSINESS BURDENS ACT

  Mr. FITZPATRICK. Mr. Speaker, I move to suspend the rules and pass 
the bill (H.R. 5405) to make technical corrections to the Dodd-Frank 
Wall Street Reform and Consumer Protection Act, to enhance the ability 
of small and emerging growth companies to access capital through public 
and private markets, to reduce regulatory burdens, and for other 
purposes, as amended.
  The Clerk read the title of the bill.
  The text of the bill is as follows:

                               H.R. 5405

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

     SECTION 1. SHORT TITLE.

       This Act may be cited as the ``Promoting Job Creation and 
     Reducing Small Business Burdens Act''.

     SEC. 2. TABLE OF CONTENTS.

       The table of contents for this Act is as follows:

Sec. 1. Short title.
Sec. 2. Table of contents.

     TITLE I--BUSINESS RISK MITIGATION AND PRICE STABILIZATION ACT

Sec. 101. Margin requirements.
Sec. 102. Implementation.

             TITLE II--TREATMENT OF AFFILIATE TRANSACTIONS

Sec. 201. Treatment of affiliate transactions.

   TITLE III--HOLDING COMPANY REGISTRATION THRESHOLD EQUALIZATION ACT

Sec. 301. Registration threshold for savings and loan holding 
              companies.

 TITLE IV--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE 
                           SIMPLIFICATION ACT

Sec. 401. Registration exemption for merger and acquisition brokers.
Sec. 402. Effective date.

                TITLE V--SMALL CAP LIQUIDITY REFORM ACT

Sec. 501. Liquidity pilot program for securities of certain emerging 
              growth companies.

TITLE VI--IMPROVING ACCESS TO CAPITAL FOR EMERGING GROWTH COMPANIES ACT

Sec. 601. Filing requirement for public filing prior to public 
              offering.
Sec. 602. Grace period for change of status of emerging growth 
              companies.
Sec. 603. Simplified disclosure requirements for emerging growth 
              companies.

         TITLE VII--SMALL COMPANY DISCLOSURE SIMPLIFICATION ACT

Sec. 701. Exemption from XBRL requirements for emerging growth 
              companies and other smaller companies.
Sec. 702. Analysis by the SEC.
Sec. 703. Report to Congress.
Sec. 704. Definitions.

   TITLE VIII--RESTORING PROVEN FINANCING FOR AMERICAN EMPLOYERS ACT

Sec. 801. Rules of construction relating to collateralized loan 
              obligations.

                   TITLE IX--SBIC ADVISERS RELIEF ACT

Sec. 901. Advisers of SBICs and venture capital funds.
Sec. 902. Advisers of SBICs and private funds.
Sec. 903. Relationship to State law.

        TITLE X--DISCLOSURE MODERNIZATION AND SIMPLIFICATION ACT

Sec. 1001. Summary page for form 10-K.

[[Page 14657]]

Sec. 1002. Improvement of regulation S-K.
Sec. 1003. Study on modernization and simplification of regulation S-K.

              TITLE XI--ENCOURAGING EMPLOYEE OWNERSHIP ACT

Sec. 1101. Increased threshold for disclosures relating to compensatory 
              benefit plans.

     TITLE I--BUSINESS RISK MITIGATION AND PRICE STABILIZATION ACT

     SEC. 101. MARGIN REQUIREMENTS.

       (a) Commodity Exchange Act Amendment.--Section 4s(e) of the 
     Commodity Exchange Act (7 U.S.C. 6s(e)), as added by section 
     731 of the Dodd-Frank Wall Street Reform and Consumer 
     Protection Act, is amended by adding at the end the following 
     new paragraph:
       ``(4) Applicability with respect to counterparties.--The 
     requirements of paragraphs (2)(A)(ii) and (2)(B)(ii), 
     including the initial and variation margin requirements 
     imposed by rules adopted pursuant to paragraphs (2)(A)(ii) 
     and (2)(B)(ii), shall not apply to a swap in which a 
     counterparty qualifies for an exception under section 
     2(h)(7)(A), or an exemption issued under section 4(c)(1) from 
     the requirements of section 2(h)(1)(A) for cooperative 
     entities as defined in such exemption, or satisfies the 
     criteria in section 2(h)(7)(D).''.
       (b) Securities Exchange Act Amendment.--Section 15F(e) of 
     the Securities Exchange Act of 1934 (15 U.S.C. 78o-10(e)), as 
     added by section 764(a) of the Dodd-Frank Wall Street Reform 
     and Consumer Protection Act, is amended by adding at the end 
     the following new paragraph:
       ``(4) Applicability with respect to counterparties.--The 
     requirements of paragraphs (2)(A)(ii) and (2)(B)(ii) shall 
     not apply to a security-based swap in which a counterparty 
     qualifies for an exception under section 3C(g)(1) or 
     satisfies the criteria in section 3C(g)(4).''.

     SEC. 102. IMPLEMENTATION.

       The amendments made by this title to the Commodity Exchange 
     Act shall be implemented--
       (1) without regard to--
       (A) chapter 35 of title 44, United States Code; and
       (B) the notice and comment provisions of section 553 of 
     title 5, United States Code;
       (2) through the promulgation of an interim final rule, 
     pursuant to which public comment will be sought before a 
     final rule is issued; and
       (3) such that paragraph (1) shall apply solely to changes 
     to rules and regulations, or proposed rules and regulations, 
     that are limited to and directly a consequence of such 
     amendments.

             TITLE II--TREATMENT OF AFFILIATE TRANSACTIONS

     SEC. 201. TREATMENT OF AFFILIATE TRANSACTIONS.

       (a) In General.--
       (1) Commodity exchange act amendment.--Section 
     2(h)(7)(D)(i) of the Commodity Exchange Act (7 U.S.C. 
     2(h)(7)(D)(i)) is amended to read as follows:
       ``(i) In general.--An affiliate of a person that qualifies 
     for an exception under subparagraph (A) (including affiliate 
     entities predominantly engaged in providing financing for the 
     purchase of the merchandise or manufactured goods of the 
     person) may qualify for the exception only if the affiliate 
     enters into the swap to hedge or mitigate the commercial risk 
     of the person or other affiliate of the person that is not a 
     financial entity, provided that if the transfer of commercial 
     risk is addressed by entering into a swap with a swap dealer 
     or major swap participant, an appropriate credit support 
     measure or other mechanism is utilized.''.
       (2) Securities exchange act of 1934 amendment.--Section 
     3C(g)(4)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 
     78c-3(g)(4)(A)) is amended to read as follows:
       ``(A) In general.--An affiliate of a person that qualifies 
     for an exception under paragraph (1) (including affiliate 
     entities predominantly engaged in providing financing for the 
     purchase of the merchandise or manufactured goods of the 
     person) may qualify for the exception only if the affiliate 
     enters into the security-based swap to hedge or mitigate the 
     commercial risk of the person or other affiliate of the 
     person that is not a financial entity, provided that if the 
     transfer of commercial risk is addressed by entering into a 
     security-based swap with a security-based swap dealer or 
     major security-based swap participant, an appropriate credit 
     support measure or other mechanism is utilized.''.
       (b) Applicability of Credit Support Measure Requirement.--
     Notwithstanding section 371 of this Act, the requirements in 
     section 2(h)(7)(D)(i) of the Commodity Exchange Act and 
     section 3C(g)(4)(A) of the Securities Exchange Act of 1934, 
     as amended by subsection (a), requiring that a credit support 
     measure or other mechanism be utilized if the transfer of 
     commercial risk referred to in such sections is addressed by 
     entering into a swap with a swap dealer or major swap 
     participant or a security-based swap with a security-based 
     swap dealer or major security-based swap participant, as 
     appropriate, shall not apply with respect to swaps or 
     security-based swaps, as appropriate, entered into before the 
     date of the enactment of this Act.

   TITLE III--HOLDING COMPANY REGISTRATION THRESHOLD EQUALIZATION ACT

     SEC. 301. REGISTRATION THRESHOLD FOR SAVINGS AND LOAN HOLDING 
                   COMPANIES.

       The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
     is amended--
       (1) in section 12(g)--
       (A) in paragraph (1)(B), by inserting after ``is a bank'' 
     the following: ``, a savings and loan holding company (as 
     defined in section 10 of the Home Owners' Loan Act),''; and
       (B) in paragraph (4), by inserting after ``case of a bank'' 
     the following: ``, a savings and loan holding company (as 
     defined in section 10 of the Home Owners' Loan Act),''; and
       (2) in section 15(d), by striking ``case of bank'' and 
     inserting the following: ``case of a bank, a savings and loan 
     holding company (as defined in section 10 of the Home Owners' 
     Loan Act),''.

 TITLE IV--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE 
                           SIMPLIFICATION ACT

     SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION 
                   BROKERS.

       Section 15(b) of the Securities Exchange Act of 1934 (15 
     U.S.C. 78o(b)) is amended by adding at the end the following:
       ``(13) Registration exemption for merger and acquisition 
     brokers.--
       ``(A) In general.--Except as provided in subparagraph (B), 
     an M&A broker shall be exempt from registration under this 
     section.
       ``(B) Excluded activities.--An M&A broker is not exempt 
     from registration under this paragraph if such broker does 
     any of the following:
       ``(i) Directly or indirectly, in connection with the 
     transfer of ownership of an eligible privately held company, 
     receives, holds, transmits, or has custody of the funds or 
     securities to be exchanged by the parties to the transaction.
       ``(ii) Engages on behalf of an issuer in a public offering 
     of any class of securities that is registered, or is required 
     to be registered, with the Commission under section 12 or 
     with respect to which the issuer files, or is required to 
     file, periodic information, documents, and reports under 
     subsection (d).
       ``(C) Rule of construction.--Nothing in this paragraph 
     shall be construed to limit any other authority of the 
     Commission to exempt any person, or any class of persons, 
     from any provision of this title, or from any provision of 
     any rule or regulation thereunder.
       ``(D) Definitions.--In this paragraph:
       ``(i) Control.--The term `control' means the power, 
     directly or indirectly, to direct the management or policies 
     of a company, whether through ownership of securities, by 
     contract, or otherwise. There is a presumption of control for 
     any person who--

       ``(I) is a director, general partner, member or manager of 
     a limited liability company, or officer exercising executive 
     responsibility (or has similar status or functions);
       ``(II) has the right to vote 20 percent or more of a class 
     of voting securities or the power to sell or direct the sale 
     of 20 percent or more of a class of voting securities; or
       ``(III) in the case of a partnership or limited liability 
     company, has the right to receive upon dissolution, or has 
     contributed, 20 percent or more of the capital.

       ``(ii) Eligible privately held company.--The term `eligible 
     privately held company' means a company that meets both of 
     the following conditions:

       ``(I) The company does not have any class of securities 
     registered, or required to be registered, with the Commission 
     under section 12 or with respect to which the company files, 
     or is required to file, periodic information, documents, and 
     reports under subsection (d).
       ``(II) In the fiscal year ending immediately before the 
     fiscal year in which the services of the M&A broker are 
     initially engaged with respect to the securities transaction, 
     the company meets either or both of the following conditions 
     (determined in accordance with the historical financial 
     accounting records of the company):

       ``(aa) The earnings of the company before interest, taxes, 
     depreciation, and amortization are less than $25,000,000.
       ``(bb) The gross revenues of the company are less than 
     $250,000,000.
       ``(iii) M&A broker.--The term `M&A broker' means a broker, 
     and any person associated with a broker, engaged in the 
     business of effecting securities transactions solely in 
     connection with the transfer of ownership of an eligible 
     privately held company, regardless of whether the broker acts 
     on behalf of a seller or buyer, through the purchase, sale, 
     exchange, issuance, repurchase, or redemption of, or a 
     business combination involving, securities or assets of the 
     eligible privately held company, if the broker reasonably 
     believes that--

       ``(I) upon consummation of the transaction, any person 
     acquiring securities or assets of the eligible privately held 
     company, acting alone or in concert, will control and, 
     directly or indirectly, will be active in the management of 
     the eligible privately held company or the business conducted 
     with the assets of the eligible privately held company; and
       ``(II) if any person is offered securities in exchange for 
     securities or assets of the eligible privately held company, 
     such person will,

[[Page 14658]]

     prior to becoming legally bound to consummate the 
     transaction, receive or have reasonable access to the most 
     recent year-end balance sheet, income statement, statement of 
     changes in financial position, and statement of owner's 
     equity of the issuer of the securities offered in exchange, 
     and, if the financial statements of the issuer are audited, 
     the related report of the independent auditor, a balance 
     sheet dated not more than 120 days before the date of the 
     offer, and information pertaining to the management, 
     business, results of operations for the period covered by the 
     foregoing financial statements, and material loss 
     contingencies of the issuer.

       ``(E) Inflation adjustment.--
       ``(i) In general.--On the date that is 5 years after the 
     date of the enactment of the Small Business Mergers, 
     Acquisitions, Sales, and Brokerage Simplification Act of 
     2014, and every 5 years thereafter, each dollar amount in 
     subparagraph (D)(ii)(II) shall be adjusted by--

       ``(I) dividing the annual value of the Employment Cost 
     Index For Wages and Salaries, Private Industry Workers (or 
     any successor index), as published by the Bureau of Labor 
     Statistics, for the calendar year preceding the calendar year 
     in which the adjustment is being made by the annual value of 
     such index (or successor) for the calendar year ending 
     December 31, 2012; and
       ``(II) multiplying such dollar amount by the quotient 
     obtained under subclause (I).

       ``(ii) Rounding.--Each dollar amount determined under 
     clause (i) shall be rounded to the nearest multiple of 
     $100,000.''.

     SEC. 402. EFFECTIVE DATE.

       This Act and any amendment made by this Act shall take 
     effect on the date that is 90 days after the date of the 
     enactment of this Act.

                TITLE V--SMALL CAP LIQUIDITY REFORM ACT

     SEC. 501. LIQUIDITY PILOT PROGRAM FOR SECURITIES OF CERTAIN 
                   EMERGING GROWTH COMPANIES.

       (a) In General.--Section 11A(c)(6) of the Securities 
     Exchange Act of 1934 (15 U.S.C. 78k-1(c)(6)) is amended to 
     read as follows:
       ``(6) Liquidity Pilot Program for Securities of Certain 
     Emerging Growth Companies.--
       ``(A) Quoting increment.--Beginning on the date that is 90 
     days after the date of the enactment of the Small Cap 
     Liquidity Reform Act of 2014, the securities of a covered 
     emerging growth company shall be quoted using--
       ``(i) a minimum increment of $0.05; or
       ``(ii) if, not later than 60 days after such date of 
     enactment, the company so elects in the manner described in 
     subparagraph (D)--
       ``(I) a minimum increment of $0.10; or
       ``(II) the increment at which such securities would be 
     quoted without regard to the minimum increments established 
     under this paragraph.
       ``(B) Trading increment.--In the case of a covered emerging 
     growth company the securities of which are quoted at a 
     minimum increment of $0.05 or $0.10 under this paragraph, the 
     Commission shall determine the increment at which the 
     securities of such company are traded.
       ``(C) Future right to opt out or change minimum 
     increment.--
       ``(i) In general.--At any time beginning on the date that 
     is 90 days after the date of the enactment of the Small Cap 
     Liquidity Reform Act of 2014, a covered emerging growth 
     company the securities of which are quoted at a minimum 
     increment of $0.05 or $0.10 under this paragraph may elect in 
     the manner described in subparagraph (D)--
       ``(I) for the securities of such company to be quoted at 
     the increment at which such securities would be quoted 
     without regard to the minimum increments established under 
     this paragraph; or
       ``(II) to change the minimum increment at which the 
     securities of such company are quoted from $0.05 to $0.10 or 
     from $0.10 to $0.05.
       ``(ii) When election effective.--An election under this 
     subparagraph shall take effect on the date that is 30 days 
     after such election is made.
       ``(iii) Single election to change minimum increment.--A 
     covered emerging growth company may not make more than one 
     election under clause (i)(II).
       ``(D) Manner of election.--
       ``(i) In general.--An election is made in the manner 
     described in this subparagraph by informing the Commission of 
     such election.
       ``(ii) Notification of exchanges and other trading 
     venues.--Upon being informed of an election under clause (i), 
     the Commission shall notify each exchange or other trading 
     venue where the securities of the covered emerging growth 
     company are quoted or traded.
       ``(E) Issuers ceasing to be covered emerging growth 
     companies.--
       ``(i) In general.--If an issuer the securities of which are 
     quoted at a minimum increment of $0.05 or $0.10 under this 
     paragraph ceases to be a covered emerging growth company, the 
     securities of such issuer shall be quoted at the increment at 
     which such securities would be quoted without regard to the 
     minimum increments established under this paragraph.
       ``(ii) Exceptions.--The Commission may by regulation, as 
     the Commission considers appropriate, specify any 
     circumstances under which an issuer shall continue to be 
     considered a covered emerging growth company for purposes of 
     this paragraph after the issuer ceases to meet the 
     requirements of subparagraph (L)(i).
       ``(F) Securities trading below $1.--
       ``(i) Initial price.--
       ``(I) At effective date.--If the trading price of the 
     securities of a covered emerging growth company is below $1 
     at the close of the last trading day before the date that is 
     90 days after the date of the enactment of the Small Cap 
     Liquidity Reform Act of 2014, the securities of such company 
     shall be quoted using the increment at which such securities 
     would be quoted without regard to the minimum increments 
     established under this paragraph.
       ``(II) At ipo.--If a covered emerging growth company makes 
     an initial public offering after the day described in 
     subclause (I) and the first share of the securities of such 
     company is offered to the public at a price below $1, the 
     securities of such company shall be quoted using the 
     increment at which such securities would be quoted without 
     regard to the minimum increments established under this 
     paragraph.
       ``(ii) Average trading price.--If the average trading price 
     of the securities of a covered emerging growth company falls 
     below $1 for any 90-day period beginning on or after the day 
     before the date of the enactment of the Small Cap Liquidity 
     Reform Act of 2014, the securities of such company shall, 
     after the end of such period, be quoted using the increment 
     at which such securities would be quoted without regard to 
     the minimum increments established under this paragraph.
       ``(G) Fraud or manipulation.--If the Commission determines 
     that a covered emerging growth company has violated any 
     provision of the securities laws prohibiting fraudulent, 
     manipulative, or deceptive acts or practices, the securities 
     of such company shall, after the date of the determination, 
     be quoted using the increment at which such securities would 
     be quoted without regard to the minimum increments 
     established under this paragraph.
       ``(H) Ineligibility for increased minimum increment 
     permanent.--The securities of an issuer may not be quoted at 
     a minimum increment of $0.05 or $0.10 under this paragraph at 
     any time after--
       ``(i) such issuer makes an election under subparagraph 
     (A)(ii)(II);
       ``(ii) such issuer makes an election under subparagraph 
     (C)(i)(I), except during the period before such election 
     takes effect; or
       ``(iii) the securities of such issuer are required by this 
     paragraph to be quoted using the increment at which such 
     securities would be quoted without regard to the minimum 
     increments established under this paragraph.
       ``(I) Additional reports and disclosures.--The Commission 
     shall require a covered emerging growth company the 
     securities of which are quoted at a minimum increment of 
     $0.05 or $0.10 under this paragraph to make such reports and 
     disclosures as the Commission considers necessary or 
     appropriate in the public interest or for the protection of 
     investors.
       ``(J) Limitation of liability.--An issuer (or any officer, 
     director, manager, or other agent of such issuer) shall not 
     be liable to any person (other than such issuer) under any 
     law or regulation of the United States, any constitution, 
     law, or regulation of any State or political subdivision 
     thereof, or any contract or other legally enforceable 
     agreement (including any arbitration agreement) for any 
     losses caused solely by the quoting of the securities of such 
     issuer at a minimum increment of $0.05 or $0.10, by the 
     trading of such securities at the increment determined by the 
     Commission under subparagraph (B), or by both such quoting 
     and trading, as provided in this paragraph.
       ``(K) Report to congress.--Not later than 6 months after 
     the date of the enactment of the Small Cap Liquidity Reform 
     Act of 2014, and every 6 months thereafter, the Commission, 
     in coordination with each exchange on which the securities of 
     covered emerging growth companies are quoted or traded, shall 
     submit to Congress a report on the quoting and trading of 
     securities in increments permitted by this paragraph and the 
     extent to which such quoting and trading are increasing 
     liquidity and active trading by incentivizing capital 
     commitment, research coverage, and brokerage support, 
     together with any legislative recommendations the Commission 
     may have.
       ``(L) Definitions.--In this paragraph:
       ``(i) Covered emerging growth company.--The term `covered 
     emerging growth company' means an emerging growth company, as 
     defined in the first paragraph (80) of section 3(a), except 
     that--
       ``(I) such paragraph shall be applied by substituting 
     `$750,000,000' for `$1,000,000,000' each place it appears; 
     and
       ``(II) subparagraphs (B), (C), and (D) of such paragraph do 
     not apply.
       ``(ii) Security.--The term `security' means an equity 
     security.
       ``(M) Savings provision.--Notwithstanding any other 
     provision of this paragraph, the Commission may--
       ``(i) make such adjustments to the pilot program specified 
     in this paragraph as the

[[Page 14659]]

     Commission considers necessary or appropriate to ensure that 
     such program can provide statistically meaningful or reliable 
     results, including adjustments to eliminate selection bias 
     among participants, expand the number of participants 
     eligible to participate in such program, and change the 
     duration of such program for one or more participants; and
       ``(ii) conduct any other study or pilot program, in 
     conjunction with or separate from the pilot program specified 
     in this paragraph (as such program may be adjusted pursuant 
     to clause (i)), to evaluate quoting or trading in various 
     minimum increments.''.
       (b) Sunset.--Effective on the date that is 5 years after 
     the date of the enactment of this Act, section 11A(c)(6) of 
     the Securities Exchange Act of 1934 (15 U.S.C. 78k-1(c)(6)) 
     is repealed.

TITLE VI--IMPROVING ACCESS TO CAPITAL FOR EMERGING GROWTH COMPANIES ACT

     SEC. 601. FILING REQUIREMENT FOR PUBLIC FILING PRIOR TO 
                   PUBLIC OFFERING.

       Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 
     77f(e)(1)) is amended by striking ``21 days'' and inserting 
     ``15 days''.

     SEC. 602. GRACE PERIOD FOR CHANGE OF STATUS OF EMERGING 
                   GROWTH COMPANIES.

       Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 
     77f(e)(1)) is further amended by adding at the end the 
     following: ``An issuer that was an emerging growth company at 
     the time it submitted a confidential registration statement 
     or, in lieu thereof, a publicly filed registration statement 
     for review under this subsection but ceases to be an emerging 
     growth company thereafter shall continue to be treated as an 
     emerging market growth company for the purposes of this 
     subsection through the earlier of the date on which the 
     issuer consummates its initial public offering pursuant to 
     such registrations statement or the end of the 1-year period 
     beginning on the date the company ceases to be an emerging 
     growth company.''

     SEC. 603. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR EMERGING 
                   GROWTH COMPANIES.

       Section 102 of the Jumpstart Our Business Startups Act 
     (Public Law 112-106) is amended by adding at the end the 
     following:
       ``(d) Simplified Disclosure Requirements.--With respect to 
     an emerging growth company (as such term is defined under 
     section 2 of the Securities Act of 1933):
       ``(1) Requirement to include notice on form s-1.--Not later 
     than 30 days after the date of enactment of this subsection, 
     the Securities and Exchange Commission shall revise its 
     general instructions on Form S-1 to indicate that a 
     registration statement filed (or submitted for confidential 
     review) by an issuer prior to an initial public offering may 
     omit financial information for historical periods otherwise 
     required by regulation S-X (17 C.F.R. 210.1-01 et seq.) as of 
     the time of filing (or confidential submission) of such 
     registration statement, provided that--
       ``(A) the omitted financial information relates to a 
     historical period that the issuer reasonably believes will 
     not be required to be included in the Form S-1 at the time of 
     the contemplated offering; and
       ``(B) prior to the issuer distributing a preliminary 
     prospectus to investors, such registration statement is 
     amended to include all financial information required by such 
     regulation S-X at the date of such amendment.
       ``(2) Reliance by issuers.--Effective 30 days after the 
     date of enactment of this subsection, an issuer filing a 
     registration statement (or submitting the statement for 
     confidential review) on Form S-1 may omit financial 
     information for historical periods otherwise required by 
     regulation S-X (17 C.F.R. 210.1-01 et seq.) as of the time of 
     filing (or confidential submission) of such registration 
     statement, provided that--
       ``(A) the omitted financial information relates to a 
     historical period that the issuer reasonably believes will 
     not be required to be included in the Form S-1 at the time of 
     the contemplated offering; and
       ``(B) prior to the issuer distributing a preliminary 
     prospectus to investors, such registration statement is 
     amended to include all financial information required by such 
     regulation S-X at the date of such amendment.''.

         TITLE VII--SMALL COMPANY DISCLOSURE SIMPLIFICATION ACT

     SEC. 701. EXEMPTION FROM XBRL REQUIREMENTS FOR EMERGING 
                   GROWTH COMPANIES AND OTHER SMALLER COMPANIES.

       (a) Exemption for Emerging Growth Companies.--Emerging 
     growth companies are exempted from the requirements to use 
     Extensible Business Reporting Language (XBRL) for financial 
     statements and other periodic reporting required to be filed 
     with the Commission under the securities laws. Such companies 
     may elect to use XBRL for such reporting.
       (b) Exemption for Other Smaller Companies.--Issuers with 
     total annual gross revenues of less than $250,000,000 are 
     exempt from the requirements to use XBRL for financial 
     statements and other periodic reporting required to be filed 
     with the Commission under the securities laws. Such issuers 
     may elect to use XBRL for such reporting. An exemption under 
     this subsection shall continue in effect until--
       (1) the date that is five years after the date of enactment 
     of this Act; or
       (2) the date that is two years after a determination by the 
     Commission, by order after conducting the analysis required 
     by section 702, that the benefits of such requirements to 
     such issuers outweigh the costs, but no earlier than three 
     years after enactment of this Act.
       (c) Modifications to Regulations.--Not later than 60 days 
     after the date of enactment of this Act, the Commission shall 
     revise its regulations under parts 229, 230, 232, 239, 240, 
     and 249 of title 17, Code of Federal Regulations, to reflect 
     the exemptions set forth in subsections (a) and (b).

     SEC. 702. ANALYSIS BY THE SEC.

       The Commission shall conduct an analysis of the costs and 
     benefits to issuers described in section 701(b) of the 
     requirements to use XBRL for financial statements and other 
     periodic reporting required to be filed with the Commission 
     under the securities laws. Such analysis shall include an 
     assessment of--
       (1) how such costs and benefits may differ from the costs 
     and benefits identified by the Commission in the order 
     relating to interactive data to improve financial reporting 
     (dated January 30, 2009; 74 Fed. Reg. 6776) because of the 
     size of such issuers;
       (2) the effects on efficiency, competition, capital 
     formation, and financing and on analyst coverage of such 
     issuers (including any such effects resulting from use of 
     XBRL by investors);
       (3) the costs to such issuers of--
       (A) submitting data to the Commission in XBRL;
       (B) posting data on the website of the issuer in XBRL;
       (C) software necessary to prepare, submit, or post data in 
     XBRL; and
       (D) any additional consulting services or filing agent 
     services;
       (4) the benefits to the Commission in terms of improved 
     ability to monitor securities markets, assess the potential 
     outcomes of regulatory alternatives, and enhance investor 
     participation in corporate governance and promote capital 
     formation; and
       (5) the effectiveness of standards in the United States for 
     interactive filing data relative to the standards of 
     international counterparts.

     SEC. 703. REPORT TO CONGRESS.

       Not later than one year after the date of enactment of this 
     Act, the Commission shall provide the Committee on Financial 
     Services of the House of Representatives and the Committee on 
     Banking, Housing, and Urban Affairs of the Senate a report 
     regarding--
       (1) the progress in implementing XBRL reporting within the 
     Commission;
       (2) the use of XBRL data by Commission officials;
       (3) the use of XBRL data by investors;
       (4) the results of the analysis required by section 702; 
     and
       (5) any additional information the Commission considers 
     relevant for increasing transparency, decreasing costs, and 
     increasing efficiency of regulatory filings with the 
     Commission.

     SEC. 704. DEFINITIONS.

       As used in this title, the terms ``Commission'', ``emerging 
     growth company'', ``issuer'', and ``securities laws'' have 
     the meanings given such terms in section 3 of the Securities 
     Exchange Act of 1934 (15 U.S.C. 78c).

   TITLE VIII--RESTORING PROVEN FINANCING FOR AMERICAN EMPLOYERS ACT

     SEC. 801. RULES OF CONSTRUCTION RELATING TO COLLATERALIZED 
                   LOAN OBLIGATIONS.

       Section 13(g) of the Bank Holding Company Act of 1956 (12 
     U.S.C. 1851(g)) is amended by adding at the end the following 
     new paragraphs:
       ``(4) Collateralized loan obligations.--
       ``(A) Inapplicability to certain collateralized loan 
     obligations.--Nothing in this section shall be construed to 
     require the divestiture, prior to July 21, 2017, of any debt 
     securities of collateralized loan obligations, if such debt 
     securities were issued before January 31, 2014.
       ``(B) Ownership interest with respect to collateralized 
     loan obligations.--A banking entity shall not be considered 
     to have an ownership interest in a collateralized loan 
     obligation because it acquires, has acquired, or retains a 
     debt security in such collateralized loan obligation if the 
     debt security has no indicia of ownership other than the 
     right of the banking entity to participate in the removal for 
     cause, or in the selection of a replacement after removal for 
     cause or resignation, of an investment manager or investment 
     adviser of the collateralized loan obligation.
       ``(C) Definitions.--For purposes of this paragraph:
       ``(i) Collateralized loan obligation.--The term 
     `collateralized loan obligation' means any issuing entity of 
     an asset-backed security, as defined in section 3(a)(77) of 
     the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(77)), 
     that is comprised primarily of commercial loans.
       ``(ii) Removal for cause.--An investment manager or 
     investment adviser shall be

[[Page 14660]]

     deemed to be removed `for cause' if the investment manager or 
     investment adviser is removed as a result of--

       ``(I) a breach of a material term of the applicable 
     management or advisory agreement or the agreement governing 
     the collateralized loan obligation;
       ``(II) the inability of the investment manager or 
     investment adviser to continue to perform its obligations 
     under any such agreement;
       ``(III) any other action or inaction by the investment 
     manager or investment adviser that has or could reasonably be 
     expected to have a materially adverse effect on the 
     collateralized loan obligation, if the investment manager or 
     investment adviser fails to cure or take reasonable steps to 
     cure such effect within a reasonable time; or
       ``(IV) a comparable event or circumstance that threatens, 
     or could reasonably be expected to threaten, the interests of 
     holders of the debt securities.''.

                   TITLE IX--SBIC ADVISERS RELIEF ACT

     SEC. 901. ADVISERS OF SBICS AND VENTURE CAPITAL FUNDS.

       Section 203(l) of the Investment Advisers Act of 1940 (15 
     U.S.C. 80b-3(l)) is amended--
       (1) by striking ``No investment adviser'' and inserting the 
     following:
       ``(1) In general.--No investment adviser''; and
       (2) by adding at the end the following:
       ``(2) Advisers of sbics.--For purposes of this subsection, 
     a venture capital fund includes an entity described in 
     subparagraph (A), (B), or (C) of subsection (b)(7) (other 
     than an entity that has elected to be regulated or is 
     regulated as a business development company pursuant to 
     section 54 of the Investment Company Act of 1940).''.

     SEC. 902. ADVISERS OF SBICS AND PRIVATE FUNDS.

       Section 203(m) of the Investment Advisers Act of 1940 (15 
     U.S.C. 80b-3(m)) is amended by adding at the end the 
     following:
       ``(3) Advisers of sbics.--For purposes of this subsection, 
     the assets under management of a private fund that is an 
     entity described in subparagraph (A), (B), or (C) of 
     subsection (b)(7) (other than an entity that has elected to 
     be regulated or is regulated as a business development 
     company pursuant to section 54 of the Investment Company Act 
     of 1940) shall be excluded from the limit set forth in 
     paragraph (1).''.

     SEC. 903. RELATIONSHIP TO STATE LAW.

       Section 203A(b)(1) of the Investment Advisers Act of 1940 
     (15 U.S.C. 80b-3a(b)(1)) is amended--
       (1) in subparagraph (A), by striking ``or'' at the end;
       (2) in subparagraph (B), by striking the period at the end 
     and inserting ``; or''; and
       (3) by adding at the end the following:
       ``(C) that is not registered under section 203 because that 
     person is exempt from registration as provided in subsection 
     (b)(7) of such section, or is a supervised person of such 
     person.''.

        TITLE X--DISCLOSURE MODERNIZATION AND SIMPLIFICATION ACT

     SEC. 1001. SUMMARY PAGE FOR FORM 10-K.

       Not later than the end of the 180-day period beginning on 
     the date of the enactment of this Act, the Securities and 
     Exchange Commission shall issue regulations to permit issuers 
     to submit a summary page on form 10-K (17 C.F.R. 249.310), 
     but only if each item on such summary page includes a cross-
     reference (by electronic link or otherwise) to the material 
     contained in form 10-K to which such item relates.

     SEC. 1002. IMPROVEMENT OF REGULATION S-K.

       Not later than the end of the 180-day period beginning on 
     the date of the enactment of this Act, the Securities and 
     Exchange Commission shall take all such actions to revise 
     regulation S-K (17 C.F.R. 229.10 et seq.)--
       (1) to further scale or eliminate requirements of 
     regulation S-K, in order to reduce the burden on emerging 
     growth companies, accelerated filers, smaller reporting 
     companies, and other smaller issuers, while still providing 
     all material information to investors;
       (2) to eliminate provisions of regulation S-K, required for 
     all issuers, that are duplicative, overlapping, outdated, or 
     unnecessary; and
       (3) for which the Commission determines that no further 
     study under section 1003 is necessary to determine the 
     efficacy of such revisions to regulation S-K.

     SEC. 1003. STUDY ON MODERNIZATION AND SIMPLIFICATION OF 
                   REGULATION S-K.

       (a) Study.--The Securities and Exchange Commission shall 
     carry out a study of the requirements contained in regulation 
     S-K (17 C.F.R. 229.10 et seq.). Such study shall--
       (1) determine how best to modernize and simplify such 
     requirements in a manner that reduces the costs and burdens 
     on issuers while still providing all material information;
       (2) emphasize a company by company approach that allows 
     relevant and material information to be disseminated to 
     investors without boilerplate language or static requirements 
     while preserving completeness and comparability of 
     information across registrants; and
       (3) evaluate methods of information delivery and 
     presentation and explore methods for discouraging repetition 
     and the disclosure of immaterial information.
       (b) Consultation.--In conducting the study required under 
     subsection (a), the Commission shall consult with the 
     Investor Advisory Committee and the Advisory Committee on 
     Small and Emerging Companies.
       (c) Report.--Not later than the end of the 360-day period 
     beginning on the date of enactment of this Act, the 
     Commission shall issue a report to the Congress containing--
       (1) all findings and determinations made in carrying out 
     the study required under subsection (a);
       (2) specific and detailed recommendations on modernizing 
     and simplifying the requirements in regulation S-K in a 
     manner that reduces the costs and burdens on companies while 
     still providing all material information; and
       (3) specific and detailed recommendations on ways to 
     improve the readability and navigability of disclosure 
     documents and to discourage repetition and the disclosure of 
     immaterial information.
       (d) Rulemaking.--Not later than the end of the 360-day 
     period beginning on the date that the report is issued to the 
     Congress under subsection (c), the Commission shall issue a 
     proposed rule to implement the recommendations of the report 
     issued under subsection (c).
       (e) Rule of Construction.--Revisions made to regulation S-K 
     by the Commission under section 1002 shall not be construed 
     as satisfying the rulemaking requirements under this section.

              TITLE XI--ENCOURAGING EMPLOYEE OWNERSHIP ACT

     SEC. 1101. INCREASED THRESHOLD FOR DISCLOSURES RELATING TO 
                   COMPENSATORY BENEFIT PLANS.

       Not later than 60 days after the date of the enactment of 
     this Act, the Securities and Exchange Commission shall revise 
     section 230.701(e) of title 17, Code of Federal Regulations, 
     so as to increase from $5,000,000 to $10,000,000 the 
     aggregate sales price or amount of securities sold during any 
     consecutive 12-month period in excess of which the issuer is 
     required under such section to deliver an additional 
     disclosure to investors. The Commission shall index for 
     inflation such aggregate sales price or amount every 5 years 
     to reflect the change in the Consumer Price Index for All 
     Urban Consumers published by the Bureau of Labor Statistics, 
     rounding to the nearest $1,000,000.

  The SPEAKER pro tempore. Pursuant to the rule, the gentleman from 
Pennsylvania (Mr. Fitzpatrick) and the gentlewoman from California (Ms. 
Waters) each will control 20 minutes.
  The Chair recognizes the gentleman from Pennsylvania.


                             General Leave

  Mr. FITZPATRICK. Mr. Speaker, I ask unanimous consent that all 
Members may have 5 legislative days in which to revise and extend their 
remarks and to submit extraneous materials for the Record on H.R. 5405, 
as amended, currently under consideration.
  The SPEAKER pro tempore. Is there objection to the request of the 
gentleman from Pennsylvania?
  There was no objection.
  Mr. FITZPATRICK. Mr. Speaker, I yield myself such time as I may 
consume.
  I am the proud sponsor, Mr. Speaker, of a package of bills we are 
considering this evening. This legislation contains the language of 
nearly a dozen jobs bills that have either passed the Financial 
Services Committee or have passed this House with broad bipartisan 
support. The Senate should immediately take up and pass this package, 
though recent history doesn't give us much hope. The Senate's 
Democratic leadership is already sitting on some 40 jobs bills, 
including several that we are considering here this evening.
  Mr. Speaker, this is a jobs bill. By repealing and reforming 
burdensome regulations we can set businesses and working capital free 
to invest in the economy and to create jobs. For example, Wegmans, a 
grocery store chain that employs 44,000 people, including 8,200 in my 
home State of Pennsylvania, needs this regulatory relief to retain 
their best employees while allowing workers to invest in the company 
and invest in their own futures.
  Biotech is an extremely important and vibrant industry in southeast 
Pennsylvania employing thousands and working toward treatments and 
cures for devastating diseases like diabetes, Alzheimer's, cancer, and 
HIV/AIDS. Former Representative Jim Greenwood, current president of 
BIO, put it this way:

       For far too long, small public companies have been 
     hamstrung by one-size-fits-all regulations that stifle their 
     growth. This legislation will foster innovation and stimulate

[[Page 14661]]

     groundbreaking research and development at emerging companies 
     in Pennsylvania and across our Nation.

  Finally, Mr. Speaker, there are companies in and around Bucks County, 
Pennsylvania, that have the resources to invest right now in small 
businesses. This bill will allow them to invest more of their resources 
in advancing American workers instead of spending money complying with 
needless regulations in Washington.
  These are just some of the examples of how this bill provides 
necessary relief to those that we are counting on to power our economy 
as it continues to recover.
  Mr. Speaker, I spent the summer touring 100 businesses in my 
district, and, despite my frustrations with Washington, I remain 
optimistic, as I know our recovery is in the right hands as long as 
American workers and entrepreneurs are in the driver's seat.
  I want to thank the Republican and Democrat authors of the underlying 
language, as well as the chairman for his leadership.
  I urge my colleagues to support this legislation, and I hold out hope 
that the Senate will take action on this bill and the dozens of other 
jobs bills that are stacking up in their Chamber like cordwood.
  I reserve the balance of my time.
  Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
  Mr. Speaker, I rise today not only in opposition to this legislation 
but to a process that has been conducted in secret and in bad faith.
  Tonight, the House will debate two legislative packages that have 
been brought to the floor over the objections of the minority and 
without regard for due process or the opportunity for robust debate.
  Mr. Speaker, make no mistake: these measures are being advanced for 
no other reason than political gain.
  The bill we consider presently is H.R. 5405, a newly created package 
that combines 11--11--separate Republican-authored bills. These complex 
and wide-ranging measures have been hastily merged together and rushed 
to the floor for a vote. The expedited process in which the Republicans 
have engaged, over my objections, have denied Members the opportunity 
to debate how these pieces will interact with each other and the 
problems that may occur as a result.
  Keep in mind that H.R. 5405 is so far-reaching that it amends the 
Securities Act, the Commodity Exchange Act, the Securities Exchange 
Act, the JOBS Act, the Bank Holding Company Act, and the Investment 
Advisers Act, not to mention that many provisions interact with the 
Dodd-Frank Act.
  With this omnibus proposal touching so many different aspects of our 
directives and securities laws, Members ought to have the chance to 
offer amendments on the floor and debate whether this laundry list of 
provisions is the right approach.

                              {time}  1945

  Again, this is a substantial piece of legislation with the package 
requiring three separate reports by the SEC and another robust cost-
benefit analysis.
  Keep in mind that the majority is placing all these new rule-writing 
and reporting requirements on the SEC at the same time that they are 
denying the Commission the funding they need to do their job 
efficiently and be the tough sheriff for Wall Street that we need them 
to be.
  I, for one, oppose this last-minute attempt to circumvent the 
legislative process. At the eleventh hour, it seems the majority is 
using all the tricks at their disposal to prove to the American people 
that they are more than the do-nothing Republican Congress. I think the 
American people are smarter than that.
  Again, I think the American people would agree that Members of this 
House should be afforded the opportunity to discuss what is in these 
packages, offer amendments, and have a robust debate on these bills.
  Tonight, in a mad dash for political victory, that fundamental 
element of democracy will be thwarted; furthermore, the chairman has 
broken with the tradition of a bipartisan suspension vote process by 
putting forth more than 15 pieces of legislation in exchange for one 
Democratic bill. This is just unacceptable.
  Unfortunately, as with flood insurance legislation, the Export-Import 
Bank, and the Terrorism Risk Insurance Act, the ideological wing of the 
Republican Party is unable and unwilling to work together to get things 
done for our Nation's citizens. I am dismayed that they continue to put 
partisan interests ahead of job creation, certainty for our businesses, 
and the democratic process.
  Mr. Speaker, to preserve the principle of fairness for the minority 
and to ensure the democratic process continues as it has for centuries, 
I am, indeed, opposing this legislation as well as the Insurance 
Capital Standards Clarification Act that we will consider shortly.
  I believe that if gone unchecked this type of legislating could 
increase and soon become commonplace. We must not circumvent our time-
honored traditions for political gain.
  I reserve the balance of my time.
  Mr. FITZPATRICK. Mr. Speaker, I yield 3 minutes to the gentleman from 
Illinois (Mr. Hultgren), the author and sponsor of title XI in this 
jobs bill.
  Mr. HULTGREN. Mr. Speaker, today, I am proud to speak in support of 
H.R. 5405, and I do want to thank Representative Fitzpatrick from 
Pennsylvania for his important work on this bill. Among other things, 
this bill will help encourage capital formation at small and emerging 
businesses. These tools helps businesses expand their operation and, 
most importantly, hire more workers.
  I am especially pleased that the bill includes my own legislation, 
the Encouraging Employee Ownership Act of 2014, or EEOA. This 
bipartisan provision would make it easier for companies in Illinois and 
nationwide to let hardworking employees own a stake in the business 
they are a part of.
  I have learned firsthand from my constituents in the 14th 
Congressional District about the many benefits of employee ownership. 
When you walk into Scot Forge, an entirely employee-owned manufacturer 
in my district, there is a noticeable difference in the energy of the 
employees, from upper management on down to the shop floor.
  When employees have a stake in the company they work for, their sense 
of ownership over details large and small makes a real difference to 
their bottom line and, more importantly, to their quality of life.
  The business, in turn, receives a large boost in productivity, 
enabling them to expand their reach and invest in new technologies and 
equipment.
  Unfortunately, some companies are shying away from offering employee 
ownership because of regulations that limit how much ownership they can 
safely offer.
  SEC rule 701 mandates various disclosures for privately-held 
companies that sell more than $5 million worth of securities for 
employee compensation. In 1999, the SEC arbitrarily set this threshold 
at $5 million without a concrete explanation why.
  For businesses who want to offer more stock to more employees, this 
rule forces those businesses to make confidential disclosures that 
could greatly damage future innovations if they fell into the wrong 
hands.
  The SEC's original rulemaking acknowledged this, and some voiced 
their concern that a disgruntled employee could use this confidential 
information to harm their former employer; further, it is costly to 
prepare these disclosures just so a business can offer the benefits of 
ownership to their employees. My bill, included in H.R. 5405, would 
address this problem.
  As the Chamber of Commerce, who supports this legislation, has 
explained, this legislation would ``help give employees of American 
businesses a greater chance to participate in the success of their 
company.''
  I want to thank Representatives Bachus, Fitzpatrick, Garrett, Hurt, 
Mulvaney, Ross, and Stivers for their support.
  It is also worth noting that, in good faith, both sides agree to 
lower the threshold to $10 million instead of the $20 million the bill 
originally included.

[[Page 14662]]

I am glad we could iron out our differences and put forward a strong 
bill.
  I want take thank my colleagues on the other side of the aisle, 
including Representative Jared Polis of Colorado, for his support, and 
Representative John Delaney of Maryland, for his hard work on this 
bill.
  The question remains: Do we want businesses to reserve employee 
ownership only for senior-level executives because of concerns about 
costs or the dissemination of confidential information?
  Under my bill, they will not be forced to make that decision because 
of this easier and safer method of offering ownership to more 
employees.
  I encourage all my colleagues to support this legislation.
  Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
  Some Members will come to the floor, and they will support this 
legislation because they may have one bill in this package, and I 
understand that. Some Members may have cosponsored a bill or worked on 
one bill. These Members, no matter how well-intended they are, cannot 
speak to the other 10 bills in the package because they don't know what 
those other 10 bills are all about.
  Many don't have a clue about these other bills. Members will not even 
remember how they voted for or against bills that have been placed in 
this package.
  What is being asked of the Members of this House is to forget about 
what really works for all Members. What they are asking Members to do 
at the last minute, before we close down this session, is to vote for a 
bill where they have packaged this large number of bills without 
understanding what they are or what is in them.
  Just vote for them because we want a political package that says, 
``We are doing something about jobs. We are going to present this as a 
jobs package. We are going to do more than anybody else for jobs.''
  This is unreasonable. It is actually unconscionable. They should not 
put this burden on the Members.
  I am going to ask Members to vote ``no'' on this bill, and I reserve 
the balance of my time.
  Mr. FITZPATRICK. Mr. Speaker, I yield 3 minutes to the gentleman from 
Virginia (Mr. Hurt), vice chairman of the Capital Markets Subcommittee 
of the Financial Services Committee.
  Mr. HURT. I thank Mr. Fitzpatrick and the chairman of the Financial 
Services Committee for their leadership on this issue.
  Mr. Speaker, for the record, all 11 bills in this package have been 
either voted on in full committee or on this floor with bipartisan 
support; so the idea that these have never been heard before and that 
no one knows what is in them is not accurate.
  I rise in support of this good bill, the Promoting Job Creation and 
Reducing Small Business Burdens Act. With millions of Americans still 
out of work, our top focus must be enacting policies that help spur job 
growth throughout our country.
  Unfortunately, I continue to hear from my constituents in Virginia's 
Fifth District about the impact of costly regulations on job creation, 
especially those regulations that disproportionately affect smaller 
public companies that wish to access capital in our public markets.
  One such regulation is related to the use of eXtensible Business 
Reporting Language, or XBRL, which was mandated by the Securities and 
Exchange Commission in 2009. While the SEC's rule is well-intended, 
this regulation has become another example of a requirement where the 
costs outweigh the potential benefits.
  These small companies spend tens of thousands of dollars or more 
complying with the regulation, yet there is substantial evidence that 
fewer than 10 percent of investors actually use XBRL, further 
diminishing its potential benefits.
  That is why Representative Terri Sewell and I crafted the bipartisan 
Small Company Disclosure Simplification Act which is incorporated into 
title VII of the bill we are considering today.
  This provision will provide an optional exemption for emerging growth 
companies and smaller public companies from the requirement to file 
their information in XBRL with the SEC, the same information which is 
already filed with the SEC in a readily accessible format; 
additionally, this bill requires the SEC to perform a cost-benefit 
analysis on the rule's impact on smaller public companies, something 
the SEC failed to adequately address in the original rule.
  Whether a supporter or a skeptic of XBRL, these provisions will help 
provide a pathway for the SEC to focus on developing a system of 
disclosure for smaller companies that eliminate unnecessary costs while 
achieving greater benefits.
  I ask my colleagues to join me today in voting on this good bill so 
that we can continue to promote capital access in our public markets 
and spur job growth for working Americans across our country.
  Ms. WATERS. Mr. Speaker, I yield such time as he may consume to the 
gentleman from Minnesota (Mr. Ellison).
  Mr. ELLISON. I thank the gentlewoman.
  Mr. Speaker, no Member of Congress is ever going to come down to the 
floor and tell you, ``This bill that I'm offering is going to cut jobs, 
empower the most powerful, and weaken people who are already in 
precarious economic circumstances.''
  Nobody is going to come and offer you the anti-jobs bill. It is not 
just going to happen. Every Member who comes down here is going to 
proclaim, ``Jobs, jobs, jobs and, if you do this right now, jobs''--
chicken in every pot kind of talk--but we have a certain way that we do 
things here, and that is what the suspension calendar is for, 
noncontroversial legislation.
  It is for things that nobody has a real point of opposing. It is not 
where you bring forth a bill of complicated derivatives legislation and 
where Members should offer and debate amendments, and there should be 
an open rule.
  This bill actually combines a whole range of very complicated 
financial information. This is the kind of bill that people decry and 
why they are angry with Washington, D.C., when they hear that they are 
passing all types of bills that have sweeping implications for 
Americans all over this country and people don't even know about it.
  The fact is that there are at least 15 separate pieces of legislation 
contained in what is being offered as, essentially, a noncontroversial 
bill. This bill is anything but noncontroversial.
  I want to hasten to add, Mr. Speaker, that there might be pieces of 
legislation contained in this megabill that they are offering that have 
merit. I am not even saying that it is 100 percent bad. I am simply 
saying that it is highly controversial and it is extremely complicated.
  I happen to remember being on the floor when we debated the 
Affordable Care Act. My colleagues on the other side made a huge point 
of saying, ``There are 2,000 pages, and there's five stacks.'' They 
made this case that there was this big, giant, voluminous bill and 
people didn't know what was in it and they were going to be called upon 
to pass this huge bill the public wouldn't really understand. They 
raised a policy point.
  My point to them right now is that if passing a bill that is 
voluminous and that people don't understand is not a good thing, then 
don't do it. You can hardly put yourself in the position of doing 
exactly what you accuse your opponents of doing.
  We should be taking these bills one by one and having amendments and 
debating them. I can tell you there are a number of bills in here that 
I personally am concerned about.
  The Inter-Affiliate Swap Clarification Act is a bill that I believe 
would diminish the protections to the public of derivatives trading. 
The Customer Protection End User Relief Act may not have merit, but it 
is a complicated piece of legislation, and anyone who wants to tune in 
and watch the debate so they can understand what their Congress is 
doing ought to be able to do so. We shouldn't just package it up and 
sweep it through on some big vote.

[[Page 14663]]

  I am urging a very strong ``no'' vote because the process is all 
wrong. If these bills have merit, let them stand on their own two feet. 
Please don't run this thing down our throat in the late evening hours 
or even in the morning.
  Let's deal with these bills in a careful way that this country 
deserves. Let's say to the American people that this complicated 
financial legislation deserves debate, rebuttal, and amendment, and we 
need an open rule to do this thing right. There is no need to rush this 
thing through.
  I just want to end the way that I started, Mr. Speaker. Everybody 
declares they are for jobs. Everybody says, ``Do what I am asking you 
to do for jobs.'' That will be the case whether it is some sort of big, 
giant loophole for a huge oil company who is just going to pocket the 
money, and it is going to be the case if somebody wants to get rid of 
health and safety regulations. It is going to be the case in nearly any 
case that we want to talk about here.

                              {time}  2000

  But good legislation stands scrutiny, withstands debate, and 
certainly wouldn't be afraid of standing on its own, which is exactly 
what this piece of legislation does not offer.
  Mr. Speaker, I urge a very strong ``no'' vote for this complicated 
bill that involves very, very serious financial legislation that really 
needs to be handled one bill at a time.
  Mr. Speaker, I oppose The Promoting Job Creation and Reducing Small 
Business Burdens Act, (H.R. 5405). This bill contains 11 separate bills 
some of which I support and some I oppose. This legislation contains a 
number of potentially significant deregulatory measures, many of which 
are being addressed by regulatory action by the Securities and Exchange 
Commission and Commodities Futures Trading Commission. These bills stop 
those productive efforts replacing them with sweeping deregulation 
which I think is worse for investors and the economy.
  I specifically wish to draw attention to my concerns with The Small 
Company Disclosure Simplification Act (H.R. 4164)--Title VII of this 
bill. This bill would exempt nearly 60 percent of public companies from 
complying with the EXtensible Business Reporting Language (XBRL) 
requirement. XBRL is an improvement the Securities and Exchange 
Commission (SEC) started in 2009 to enable more efficient investing, 
especially investing in smaller firms. Instead of investors, the public 
and regulators reading and analyzing reams of paper filings, the market 
would be brought into the 21st Century with a searchable electronic 
database. Clearly, a searchable electronic database on companies' 
financial statements is much more efficient than requiring investors 
read reams and reams of documents.
  When this bill came before the Financial Services Committee on March 
14, 2014, I voted yes on this bill. I was concerned that the SEC was 
not paying adequate attention to ensure the accuracy of the XBRL 
database. Since that vote, the SEC has started enforcing the accuracy 
of the XBRL data format. The SEC sent out letters in July, 2014, to 
many firms urging they correct inaccurate reporting. The SEC action and 
my own research into the need for accessible corporate financial 
information to grow companies has made me oppose this broad exemption.
  Congress should encourage, not discourage the move toward data-based 
financial reporting. An expansion of structured data enable investors 
to make better and faster decisions, especially related to smaller 
firms; strengthens the SEC's oversight ability and makes it easier to 
discover fraud and simplifies compliance responsibilities for firms.
  More progress is still needed at the SEC. The agency still collects 
the same financial statement from each public company twice--once as a 
document and again as XBRL data. And last July's letters were only a 
start. To make disclosures more useful to investors and less burdensome 
to companies, the agency must continue to improve data quality and must 
combine the two submissions into one. The Small Company Disclosure 
Simplification Act would prevent the SEC from ever taking these steps. 
If the agency is legally required to collect only documents, not XBRL 
data, from a majority of public companies, it will be unable to 
continue, and complete, the transformation that it began in 2009.
  I submit a blog post from the Data Transparency Coalition detailing 
the ramifications of H.R. 5405 on data transparency.

 [From http://datacoalition.blogspot.com/2014/09/new-proposal-includes-
xbrl-exemption.html]

 New Proposal Includes XBRL Exemption--and Major Setback for Open Data

           (Data Transparency Coalition; September 10, 2014)

       The Data Transparency Coalition advocates on behalf of the 
     private sector and the public interest for the publication of 
     government information as standardized, machine-readable 
     data.


     UPDATE: On September 16, 2014, H.R. 5405 passed the House of 
                Representatives by a vote of 320 to 102.

       A major setback for open government data may be on the 
     agenda for the U.S. House of Representatives.
       Despite the opposition of the tech industry, Rep Robert 
     Hurt's proposal to direct the Securities and Exchange 
     Commission (SEC) to stop collecting financial data from most 
     public companies has been included as part of a new 
     legislative package--a new bill introduced on Monday, Sept. 
     8, by Rep. Mike Fitzpatrick and a number of other Republican 
     members.
       The new bill, H.R. 5405, brings together ten previous bills 
     into a single one. One of those ten is Rep. Hurt's previous 
     proposal, included in the new bill verbatim. Judging from the 
     urgency of the current House schedule, H.R. 5405 could see 
     action by the House of Representatives as early as next week.
       Nine out of the ten bills included in H.R. 5405 have 
     already been approved, as stand-alone bills, by bipartisan 
     majorities in either the Financial Services Committee or the 
     full House. (The Financial Services Committee passed Rep. 
     Hurt's original bill in March 2014.) So it seems clear that 
     the backers of H.R. 5405 want to craft a bill that will pass 
     the House easily, without serious opposition.
       H.R. 5405's introduction conveys that the bill is non-
     controversial by stating three innocuous purposes:
       To make technical corrections to the Dodd-Frank Wall Street 
     Reform and Consumer Protection Act, to enhance the ability of 
     small and emerging growth companies to access capital through 
     public and private markets, to reduce regulatory burdens . . 
     .
       But H.R. 5405, if approved by the House, introduced and 
     passed in the Senate, and signed into law by President Obama, 
     will dramatically restrict the availability of searchable 
     corporate financial data to investors--and to the tech 
     companies building investment tools.
       Supporters of open data in financial regulatory reporting 
     will remember that the SEC collects an open data version of 
     each financial statement in the eXtensible Business Reporting 
     Language (XBRL) structured data format, alongside the old-
     fashioned plain-text version, from every public company 
     registered in the United States. Investors, markets, and the 
     public can use the XBRL version of each financial statement 
     to create a fully searchable data set of all U.S. public 
     company databases. XBRL data supports free tools for 
     investors like RankandFiled.com. It is also used by 
     infomediaries like Morningstar and Thomson Reuters to enrich 
     the information they deliver to paying clients.
       Rep. Hurt's proposal, now incorporated into H.R. 5405, 
     would direct the SEC to exempt all public companies with 
     revenues below $250 million--a majority of public companies--
     from the obligation to file an open data version. Supporters 
     of the exemption claim that XBRL-formatted financial 
     statements cost ``tens of thousands of dollars'' to create, 
     but Financial Executive International found a median annual 
     cost of $2,000 for small companies (page 19) and some 
     providers offer XBRL preparation services at even lower 
     prices.
       Supporters of the exemption had one valid point last 
     spring: at that time, the SEC had not taken any steps to 
     ensure the quality of the XBRL filings. Without assurance 
     that the open data versions of financial statements were 
     reliable, investors were reluctant to use them, and relied on 
     the plain-text versions instead. But last summer, after a 
     year of advocacy from open data allies in Congress, the SEC 
     took its first public steps toward enforcing better data 
     quality. As quality improves, investors and the tech 
     companies serving them will make more use of the open data 
     financial statements.
       The companies themselves will benefit, too. Open, 
     structured data delivers information more efficiently to the 
     markets, which makes it easier for smaller companies to find 
     eager investors and brings down their capital costs.
       H.R. 5405 would cut off such progress by forcing the SEC to 
     use documents, not open data, to collect corporate financial 
     information.
       Fans of open data should make their opposition to this 
     portion of H.R. 5405 known.

  Mr. FITZPATRICK. Mr. Speaker, I reserve the balance of my time.
  Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
  You have heard from me and Congressman Ellison why this process is a 
process that we cannot in any way allow to take place without the kind 
of criticism that we are putting forth about this. This rises to the 
point of being shameful. This rises to the point of being 
disrespectful. This rises to the point of placing all of our colleagues 
in a position where, if anybody asked

[[Page 14664]]

them about what is in this bill, if any of their constituents wanted to 
know what they voted on, they would not be able to tell them so.
  They would not be able to tell them so because most of the Members, 
for the most part, that are going to come to this floor and vote on 
this bill just simply have not had the time, even if they had the 
background, to look into this bill. They have not had the time to ask 
others in their caucus about this bill. They have not had time to ask 
any of the advocacy organizations about this bill, for or against.
  Now I understand again, and I want to repeat this, why some Members 
feel it absolutely necessary even though they don't like it. They have 
got one bill in here that they have worked on, that they have put a lot 
of time in and that they believe in, and they want desperately to have 
their bill passed.
  So they are going to swallow what is being done to them in order to 
get, perhaps, an opportunity to get their bill, but they don't like it. 
And they will tell you, not on this floor, but behind the scenes, that 
they don't like it. They don't like the way they are being treated.
  As a matter of fact, if we had the time for a real debate on this 
floor tonight and we asked any of the Members on the opposite side of 
the aisle to go down and debate these 11 bills that are in this first 
package, you wouldn't find two or three that would be able to do it. 
And the same thing on the second bill that is going to come up that 
talks about some issues in the insurance industry.
  This should not happen. And the fact that the suspensions process has 
been hijacked is something that this floor and this Congress is going 
to have to deal with for the future. This should not happen.
  We know why it was intended, why suspensions are necessary to 
expedite or when you have noncontroversial bills, but it was not 
intended for this kind of hijacking. It was not intended where you 
could take a whole bundle of bills, throw them into one, behind one 
bill that was hastily put together, that is going to do a lot of 
damage, and somehow call it a legitimate suspension bill.
  So, Mr. Speaker and Members, let this be a lesson to all of us that 
we are going to have to pay attention to the rules of suspension; and 
if there needs to be a modification or change that will not allow this 
kind of thing to happen, some of us are going to have to take up 
leadership in doing that modification, coming forth with some new kind 
of ruling that will not allow this to happen.
  And more than anything else, if my friends on the opposite side of 
the aisle get away with this, we can just throw our hands up because 
what they will do for the future is save all the difficult bills, add 
to it a bill, and then package them all and put Members in the kind of 
position that they are trying to put them in tonight.
  It is unfair. It should not happen, and I am going to ask for a 
``no'' vote on this bill.
  Mr. Speaker, I yield back the balance of my time.
  Mr. FITZPATRICK. Mr. Speaker, I yield myself such time as I may 
consume.
  Mr. Speaker, I would like to address an objection raised by my friend 
from Minnesota (Mr. Ellison). He called this bill that is before us, 
H.R. 5405, a megabill.
  I would like to note for the Record that the bill is 39 pages, as 
opposed to Dodd-Frank, which accumulated about 2,300 pages. This is a 
39-page bill, and it is written in plain English; everybody understands 
it, composed of 11 bills, 11 sub-bills, subtitles. Each one of those 
bills had its own hearing in the Financial Services Committee, and 
those hearings had witnesses and those bills had markup hearings. At 
those markup hearings, there was opportunity for amendment and debate.
  So what I am saying, Mr. Speaker, is each one of these 11 bills make 
up a 39-page bill, divided approximately four pages per bill, written 
in plain English everybody understands, all debated quite a bit already 
in this session. Those bills, when they were sponsored, they were 
bipartisan in sponsorship. They passed the House in bipartisan fashion. 
And before that, they were before the committee with their bipartisan 
cosponsors and passed the committee in bipartisan fashion.
  So this is not a megabill, Mr. Speaker. This is actually just the 
opposite. This is a plain-English bill of bipartisan fashion that has 
already been debated and vetted fully in the committee and in this 
House.
  So to take the idea that you could put 11 bills that are bipartisan 
and passed overwhelmingly together and it is going to produce results 
and, yes, Mr. Ellison, jobs for the American people, unleash the power 
of the American economy to put people back to work, I am not sure how 
that becomes a bad thing. I think that is a very good thing, because my 
friends on the other side of the aisle are talking about process and 
procedure and debate and amendments. We are talking about results.
  Now Ms. Waters of California, the ranking member, has raised two 
objections. First she called this a partisan effort. Eleven bipartisan 
bills, hardly partisan, all passed the House or committee with 
bipartisan support.
  The second thing that Ms. Waters has identified is an objection to 
this. She calls this a mad dash for political gain. Mr. Speaker, this 
is a mad dash for sensible regulation for small businesses in Bucks 
County, in Pennsylvania, and across our Nation. This is a mad dash to 
get the Senate to do something, to do anything, to help American job 
creators. Mr. Speaker, this is a mad dash to get results.
  As I said, there is a lot of talk on this floor and in this town 
about ending the partisan divide, about getting people to work 
together. These are bipartisan bills that produce results, that get 
things done. This is a good bill.
  Of the 11 bills that make it up, 10 of them were supported by Ms. 
Waters and voted for by Ms. Waters. The 11th bill, that she objected 
to, her witness in the hearing identified some issues with that 11th 
bill, and we actually negotiated against ourselves. We made changes to 
the 11th bill to make it more palatable so that everybody could come 
together around a job-creation bill. That is the bill that is before 
the House. That is the one that we are asking the Members to support.
  So in closing, Mr. Speaker, a vote for this legislation is a vote to 
support emerging growth companies. It is a vote for small businesses. 
It is a vote for entrepreneurs. It is a vote for the American worker.
  These are the people we are counting on to drive American progress 
and economic progress, to fuel the next American century. I urge my 
colleagues to support this measure and pass these bills.
  Mr. Speaker, I yield back the balance of my time.
  The SPEAKER pro tempore. The question is on the motion offered by the 
gentleman from Pennsylvania (Mr. Fitzpatrick) that the House suspend 
the rules and pass the bill, H.R. 5405, as amended.
  The question was taken.
  The SPEAKER pro tempore. In the opinion of the Chair, two-thirds 
being in the affirmative, the ayes have it.
  Mr. ELLISON. Mr. Speaker, on that I demand the yeas and nays.
  The yeas and nays were ordered.
  The SPEAKER pro tempore. Pursuant to clause 8 of rule XX, further 
proceedings on this motion will be postponed.

                          ____________________