[Congressional Record (Bound Edition), Volume 161 (2015), Part 8]
[House]
[Pages 11448-11450]
[From the U.S. Government Publishing Office, www.gpo.gov]




    HOLDING COMPANY REGISTRATION THRESHOLD EQUALIZATION ACT OF 2015

  Mr. HURT of Virginia. Mr. Speaker, I move to suspend the rules and 
pass the bill (H.R. 1334) to amend the Securities Exchange Act of 1934 
to make the shareholder threshold for registration of savings and loan 
holding companies the same as for bank holding companies.
  The Clerk read the title of the bill.
  The text of the bill is as follows:

                               H.R. 1334

       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 ``Holding Company Registration 
     Threshold Equalization Act of 2015''.

     SEC. 2. 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),''.

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


                             General Leave

  Mr. HURT of Virginia. Mr. Speaker, I ask unanimous consent that all 
Members may have 5 legislative days in which to revise and extend their 
remarks and include extraneous material on this bill.
  The SPEAKER pro tempore. Is there objection to the request of the 
gentleman from Virginia?
  There was no objection.
  Mr. HURT of Virginia. Mr. Speaker, I yield myself such time as I may 
consume.
  Mr. Speaker, I rise in support of H.R. 1334, the Holding Company 
Registration Threshold Equalization Act.
  I would like to thank Representatives Womack, Himes, Wagner, and 
Delaney for their bipartisan work to achieve a unanimous vote in the 
Financial Services Committee.
  H.R. 1334 provides a technical correction to the JOBS Act in the 
truest sense of the term. The JOBS Act updated the shareholder 
threshold for bank holding companies to register and deregister under 
the Securities Exchange Act to 2,000 shareholders and 1,200 
shareholders respectively.
  However, due to a technical oversight, the statute did not 
specifically extend the same treatment to savings and loan holding 
companies, despite their being similarly organized to bank holding 
companies.
  Since the enactment of the JOBS Act, dozens of bank holding companies 
have taken advantage of these provisions while savings and loan holding 
companies have been forced to wait for action from Congress to correct 
the error.
  By putting savings and loan holding companies on par with banks, H.R. 
1334 provides these institutions the same flexibility as banks to 
reduce their

[[Page 11449]]

SEC-related compliance costs and better deploy capital throughout their 
communities. H.R. 1334 is identical to legislation that received 417 
votes in the House last Congress.
  I ask my colleagues to join me in supporting this commonsense, 
bipartisan legislation.
  I reserve the balance of my time.
  Ms. MAXINE WATERS of California. Mr. Speaker, I yield myself such 
time as I may consume.
  Mr. Speaker, it is my understanding that this bill addresses an 
oversight in the JOBS Act that established new, higher thresholds for 
registration, termination of registration, and suspension of public 
reporting for banks and bank holding companies, but not for savings and 
loan companies.
  In the JOBS Act, we recognized that banks and bank holding companies 
were inadvertently becoming public companies by virtue of their 
securities being distributed to a larger number of shareholders than 
permitted under the securities laws, even though these institutions 
were largely held within their own communities.
  Accordingly, we provided banks and bank holding companies with 
regulatory relief by raising the thresholds that trigger public company 
reporting.
  H.R. 1334 would extend this relief to savings and loan companies 
which, like banks and bank holding companies, are still subject to 
mandatory public reporting requirements by the banking regulators; so 
information will continue to be available to shareholders and the 
public.
  Last Congress, we passed this noncontroversial bill out of committee 
and on the House floor. Since that time, the Securities and Exchange 
Commission has, under its own authority, proposed to extend the JOBS 
Act provision to savings and loan companies.

                              {time}  1415

  The SEC estimates that approximately 90 of the 125 savings and loan 
holding companies that have a class of registered securities would be 
eligible to terminate registration or suspend reporting under its 
proposal.
  I am pleased to support this bill, which will extend the benefits we 
provide in the JOBS Act to those 90 companies that represent an 
additional class of community banks.
  Mr. Speaker, I reserve the balance of my time.
  Mr. HURT of Virginia. Mr. Speaker, I yield such time as he may 
consume to the gentleman from Arkansas (Mr. Womack).
  Mr. WOMACK. Mr. Speaker, I thank the manager of this legislation for 
the time. I would like to also thank Chairman Hensarling and the entire 
Financial Services Committee for, yet again, ensuring that this bill, 
the Holding Company Registration Threshold Equalization Act, is put in 
front of the full House and sent on to the Senate.
  I would also like to express my gratitude to my colleagues on both 
sides of the aisle, Representative Himes, Representative Wagner, and 
Representative Delaney, for their continued efforts to codify this 
necessary JOBS Act clarification.
  Mr. Speaker, this is the third time that I have come to the floor to 
speak on this truly bipartisan bill, and it is unfortunate that we are 
still without a successful resolution to the problem because we can all 
agree that small community banks and savings and loan holding companies 
were not the cause of the financial crisis. They shouldn't be treated 
as if they were.
  That is exactly why the House and Senate eliminated some of the 
unnecessary burdens placed on our small lenders by passing the JOBS Act 
in the 112th Congress. However, the JOBS Act, which raised the 
registration threshold and decreased deregistration threshold for bank 
holding companies, unfortunately didn't explicitly do so for savings 
and loan holding companies as well. Mr. Speaker, this was an oversight.
  Thanks to the oversight, savings and loan holding companies are still 
having to spend their resources to comply with regulations intended for 
larger banks, instead of sharing the same ability bank and bank holding 
companies have been granted to focus on serving the lending needs of 
their communities.
  A cosponsor of the JOBS Act, I can say with absolute certainty that 
excluding savings and loan holding companies was not our intent. H.R. 
1334 would correct this oversight and would simply ensure that savings 
and loan holding companies are treated in the same manner as bank and 
bank holding companies, something my colleagues confidently affirmed 
when this bill passed in the 113th Congress 417-4.
  Mr. Speaker, they say the third time is the charm. I am hopeful that, 
with the Senate's newfound leadership, we will finally get this bill 
where it needs to be, on the President's desk.
  I urge my colleagues to help me get it there by supporting the 
passage of H.R. 1334.
  Ms. MAXINE WATERS of California. Mr. Speaker, I am very pleased to 
stand here with my colleagues on both sides of the aisle today to 
support so many pieces of legislation that have come out of the 
Financial Services Committee.
  I have always said with Dodd-Frank, where there were technical 
problems or oversights or unintended consequences, that I would work 
with my colleagues on the opposite side of the aisle, and much of what 
you see here today, that is what we have done.
  Just as there may have been some unintended consequences in Dodd-
Frank, we find that with the JOBS Act, there were unintended 
consequences; and certainly, I stand with them in correcting those. It 
could happen in any legislation; we know that. This is an example of 
that. I am very, very pleased to support this legislation today.
  I reserve the balance of my time at this moment.
  Mr. HURT of Virginia. Mr. Speaker, I yield such time as he may 
consume to the gentleman from New Jersey (Mr. Garrett), the chairman of 
the Capital Markets Subcommittee.
  Mr. GARRETT. Mr. Speaker, I thank the gentleman for his work on this. 
I also thank Mr. Womack and Mr. Himes of Connecticut for all of their 
work on H.R. 1334.
  I am thankful for the great bipartisan message that we just heard 
from the ranking member as well on the JOBS Act, and I will look 
forward to working with her even more for those technical corrections 
on the Dodd-Frank piece of legislation. I am looking forward to doing 
that going forward.
  As she says, there is little doubt that the JOBS Act did have a 
positive impact upon our economy, as evidenced by the boost in initial 
public offerings since 2012 and the number of companies, both public 
and private, that are taking advantage of some of the law's provisions 
right now.
  Title VI of the JOBS Act included an important provision that the 
gentlewoman talked about, that increased the outdated shareholder 
thresholds that determined just when banks and bank holding companies 
have to register with the SEC.
  These thresholds, by the way, they have been around for a long time. 
They haven't been changed for over four decades. What they were doing 
is they were basically forcing the smaller companies, the small banks, 
to register as full reporting companies with the SEC, and that is 
really a very costly burden on them. It is very often the case that it 
is inappropriate for small lenders who are already regulated and 
examined by a series of bank regulators.
  As the gentlewoman points out, we had a slight oversight in the 
drafting of the JOBS Act. The SEC, at first, they did not include 
savings and loans companies under the updated threshold; and this made 
no sense, particularly when considering that S&Ls perform largely the 
same functions as banks and are overseen by the same regulators.
  With few exceptions, S&Ls tend to be generally small institutions 
that serve the local communities. This registration with the SEC would 
have had the ultimate effect of raising the cost of lending to families 
and small businesses.
  This would be the exact opposite of what the JOBS Act intended. The 
underlying legislation would make a technical correction to the JOBS 
Act.

[[Page 11450]]

It would ensure that the S&Ls are able to take advantage of the new 
provisions of the law.
  One final point, while the SEC, last December, proposed to include 
S&Ls under the new thresholds, a regulation that can be taken away at 
any moment is no substitute for what we have here, statutory text. 
Congress has a clear role here to step in and fix the issue.
  Again, I thank Mr. Womack and Mr. Himes for their work in fixing that 
issue; and I urge passage of the underlying legislation.
  Ms. MAXINE WATERS of California. Mr. Speaker, I have no additional 
speakers.
  I yield back the balance of my time.
  Mr. HURT of Virginia. Mr. Speaker, I want to thank the chairman of 
the Subcommittee on Capital Markets for his leadership on this. I want 
to thank the ranking member for her spirit of bipartisan cooperation in 
fixing this part of the JOBS Act.
  In conclusion, it is my hope that this House will pass this good, 
commonsense measure.
  Mr. Speaker, I yield back the balance of my time.
  Mr. CARTER of Georgia. Mr. Speaker, I rise today in support of H.R. 
1334, the Holding Company Registration Threshold Equalization Act of 
2015.
  In 2012, Congress raised the threshold number of shareholders a bank 
can have before they must register with Securities and Exchange 
Commission from 500 to 2,000.
  At the same time, Congress raised the threshold for bank shareholders 
from 300 to 1,200 before a bank could deregister for the Securities and 
Exchange Commission and convert to a private bank.
  However, due to a drafting oversight, these raised thresholds 
currently do not apply to savings and loan institutions.
  These institutions are vital for the continued development and growth 
of our economy.
  For a large segment of American homeowners, savings and loan 
institutions are the primary source of financial assistance for 
purchasing a home.
  Some would say that the structure in which these companies are built 
is the same structure that our country was built. They are generally 
locally owned and privately managed; and communities use these 
businesses as a savings institution and use these funds to help other 
individuals in the community construct, purchase, repair, or refinance 
their home.
  With a locally owned, community driven foundation, it is wrong to 
subject these businesses to the same level of oversight and regulation 
as a large bank without affording them the same registration and 
deregistration thresholds.
  I support this bill because I believe Congress must use every effort 
to build up the American people on a local level. We are not going to 
grow our economy from Washington, D.C., but we can create an 
environment on a state and local level that empowers Americans to grow 
themselves.
  I would like to thank my colleague from Arkansas, Mr. Womack, for his 
hard work on this issue and I urge my colleagues to support this bill.
  The SPEAKER pro tempore. The question is on the motion offered by the 
gentleman from Virginia (Mr. Hurt) that the House suspend the rules and 
pass the bill, H.R. 1334.
  The question was taken; and (two-thirds being in the affirmative) the 
rules were suspended and the bill was passed.
  A motion to reconsider was laid on the table.

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