[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[H.R. 10 Introduced in House (IH)]
<DOC>
115th CONGRESS
1st Session
H. R. 10
To create hope and opportunity for investors, consumers, and
entrepreneurs by ending bailouts and Too Big to Fail, holding
Washington and Wall Street accountable, eliminating red tape to
increase access to capital and credit, and repealing the provisions of
the Dodd-Frank Act that make America less prosperous, less stable, and
less free, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
April 26, 2017
Mr. Hensarling (for himself, Mr. McHenry, Mr. Huizenga, Mr.
Luetkemeyer, Mr. Duffy, Mr. Barr, Mrs. Wagner, and Mr. Pearce)
introduced the following bill; which was referred to the Committee on
Financial Services, and in addition to the Committees on Agriculture,
Ways and Means, the Judiciary, Oversight and Government Reform,
Transportation and Infrastructure, Rules, the Budget, and Education and
the Workforce, for a period to be subsequently determined by the
Speaker, in each case for consideration of such provisions as fall
within the jurisdiction of the committee concerned
_______________________________________________________________________
A BILL
To create hope and opportunity for investors, consumers, and
entrepreneurs by ending bailouts and Too Big to Fail, holding
Washington and Wall Street accountable, eliminating red tape to
increase access to capital and credit, and repealing the provisions of
the Dodd-Frank Act that make America less prosperous, less stable, and
less free, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE; TABLE OF CONTENTS.
(a) Short Title.--This Act may be cited as the ``Financial CHOICE
Act of 2017''.
(b) Table of Contents.--The table of contents for this Act is as
follows:
Sec. 1. Short title; table of contents.
TITLE I--ENDING ``TOO BIG TO FAIL'' AND BANK BAILOUTS
Subtitle A--Repeal of the Orderly Liquidation Authority
Sec. 111. Repeal of the orderly liquidation authority.
Subtitle B--Financial Institution Bankruptcy
Sec. 121. General provisions relating to covered financial
corporations.
Sec. 122. Liquidation, reorganization, or recapitalization of a covered
financial corporation.
Sec. 123. Amendments to title 28, United States Code.
Subtitle C--Ending Government Guarantees
Sec. 131. Repeal of obligation guarantee program.
Sec. 132. Repeal of systemic risk determination in resolutions.
Sec. 133. Restrictions on use of the Exchange Stabilization Fund.
Subtitle D--Eliminating Financial Market Utility Designations
Sec. 141. Repeal of title VIII.
Subtitle E--Reform of the Financial Stability Act of 2010
Sec. 151. Repeal and modification of provisions of the Financial
Stability Act of 2010.
Sec. 152. Operational risk capital requirements for banking
organizations.
TITLE II--DEMANDING ACCOUNTABILITY FROM WALL STREET
Subtitle A--SEC Penalties Modernization
Sec. 211. Enhancement of civil penalties for securities laws
violations.
Sec. 212. Updated civil money penalties of Public Company Accounting
Oversight Board.
Sec. 213. Updated civil money penalty for controlling persons in
connection with insider trading.
Sec. 214. Update of certain other penalties.
Sec. 215. Monetary sanctions to be used for the relief of victims.
Sec. 216. GAO report on use of civil money penalty authority by
Commission.
Subtitle B--FIRREA Penalties Modernization
Sec. 221. Increase of civil and criminal penalties originally
established in the Financial Institutions
Reform, Recovery, and Enforcement Act of
1989.
TITLE III--DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND
DEVOLVING POWER AWAY FROM WASHINGTON
Subtitle A--Cost-Benefit Analyses
Sec. 311. Definitions.
Sec. 312. Required regulatory analysis.
Sec. 313. Rule of construction.
Sec. 314. Public availability of data and regulatory analysis.
Sec. 315. Five-year regulatory impact analysis.
Sec. 316. Retrospective review of existing rules.
Sec. 317. Judicial review.
Sec. 318. Chief Economists Council.
Sec. 319. Conforming amendments.
Sec. 320. Other regulatory entities.
Sec. 321. Avoidance of duplicative or unnecessary analyses.
Subtitle B--Congressional Review of Federal Financial Agency Rulemaking
Sec. 331. Congressional review.
Sec. 332. Congressional approval procedure for major rules.
Sec. 333. Congressional disapproval procedure for nonmajor rules.
Sec. 334. Definitions.
Sec. 335. Judicial review.
Sec. 336. Effective date of certain rules.
Sec. 337. Budgetary effects of rules subject to section 332 of the
Financial CHOICE Act of 2017.
Subtitle C--Judicial Review of Agency Actions
Sec. 341. Scope of judicial review of agency actions.
Subtitle D--Leadership of Financial Regulators
Sec. 351. Federal Deposit Insurance Corporation.
Sec. 352. Federal Housing Finance Agency.
Subtitle E--Congressional Oversight of Appropriations
Sec. 361. Bringing the Federal Deposit Insurance Corporation into the
regular appropriations process.
Sec. 362. Bringing the Federal Housing Finance Agency into the regular
appropriations process.
Sec. 363. Bringing the National Credit Union Administration into the
regular appropriations process.
Sec. 364. Bringing the Office of the Comptroller of the Currency into
the regular appropriations process.
Sec. 365. Bringing the non-monetary policy related functions of the
Board of Governors of the Federal Reserve
System into the regular appropriations
process.
Subtitle F--International Processes
Sec. 371. Requirements for international processes.
Subtitle G--Unfunded Mandates Reform
Sec. 381. Definitions.
Sec. 382. Statements to accompany significant regulatory actions.
Sec. 383. Small government agency plan.
Sec. 384. State, local, and tribal government and private sector input.
Sec. 385. Least burdensome option or explanation required.
Sec. 386. Assistance to the Office of Information and Regulatory
Affairs.
Sec. 387. Office of Information and Regulatory Affairs
responsibilities.
Sec. 388. Judicial review.
Subtitle H--Enforcement Coordination
Sec. 391. Policies to minimize duplication of enforcement efforts.
Subtitle I--Penalties for Unauthorized Disclosures
Sec. 392. Criminal penalty for unauthorized disclosures.
Subtitle J--Stop Settlement Slush Funds
Sec. 393. Limitation on donations made pursuant to settlement
agreements to which certain departments or
agencies are a party.
TITLE IV--UNLEASHING OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS,
AND JOB CREATORS BY FACILITATING CAPITAL FORMATION
Subtitle A--Small Business Mergers, Acquisitions, Sales, and Brokerage
Simplification
Sec. 401. Registration exemption for merger and acquisition brokers.
Sec. 402. Effective date.
Subtitle B--Encouraging Employee Ownership
Sec. 406. Increased threshold for disclosures relating to compensatory
benefit plans.
Subtitle C--Small Company Disclosure Simplification
Sec. 411. Exemption from XBRL requirements for emerging growth
companies and other smaller companies.
Sec. 412. Analysis by the SEC.
Sec. 413. Report to Congress.
Sec. 414. Definitions.
Subtitle D--Securities and Exchange Commission Overpayment Credit
Sec. 416. Refunding or crediting overpayment of section 31 fees.
Subtitle E--Fair Access to Investment Research
Sec. 421. Safe harbor for investment fund research.
Subtitle F--Accelerating Access to Capital
Sec. 426. Expanded eligibility for use of Form S-3.
Subtitle G--Enhancing the RAISE Act
Sec. 431. Certain accredited investor transactions.
Subtitle H--Small Business Credit Availability
Sec. 436. Business development company ownership of securities of
investment advisers and certain financial
companies.
Sec. 437. Expanding access to capital for business development
companies.
Sec. 438. Parity for business development companies regarding offering
and proxy rules.
Subtitle I--Fostering Innovation
Sec. 441. Temporary exemption for low-revenue issuers.
Subtitle J--Small Business Capital Formation Enhancement
Sec. 446. Annual review of government-business forum on capital
formation.
Subtitle K--Helping Angels Lead Our Startups
Sec. 451. Definition of angel investor group.
Sec. 452. Clarification of general solicitation.
Subtitle L--Main Street Growth
Sec. 456. Venture exchanges.
Subtitle M--Micro Offering Safe Harbor
Sec. 461. Exemptions for micro-offerings.
Subtitle N--Private Placement Improvement
Sec. 466. Revisions to SEC Regulation D.
Subtitle O--Supporting America's Innovators
Sec. 471. Investor limitation for qualifying venture capital funds.
Subtitle P--Fix Crowdfunding
Sec. 476. Crowdfunding exemption.
Sec. 477. Exclusion of crowdfunding investors from shareholder cap.
Sec. 478. Preemption of State law.
Sec. 479. Treatment of funding portals.
Subtitle Q--Corporate Governance Reform and Transparency
Sec. 481. Definitions.
Sec. 482. Registration of proxy advisory firms.
Sec. 483. Commission annual report.
Subtitle R--Senior Safe
Sec. 491. Immunity.
Sec. 492. Training required.
Sec. 493. Relationship to State law.
Subtitle S--National Securities Exchange Regulatory Parity
Sec. 496. Application of exemption.
Subtitle T--Private Company Flexibility and Growth
Sec. 497. Shareholder threshold for registration.
Subtitle U--Small Company Capital Formation Enhancements
Sec. 498. JOBS Act-related exemption.
Subtitle V--Encouraging Public Offerings
Sec. 499. Expanding testing the waters and confidential submissions.
TITLE V--REGULATORY RELIEF FOR MAIN STREET AND COMMUNITY FINANCIAL
INSTITUTIONS
Subtitle A--Preserving Access to Manufactured Housing
Sec. 501. Mortgage originator definition.
Sec. 502. High-Cost mortgage definition.
Subtitle B--Mortgage Choice
Sec. 506. Definition of points and fees.
Subtitle C--Financial Institution Customer Protection
Sec. 511. Requirements for deposit account termination requests and
orders.
Sec. 512. Amendments to the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989.
Subtitle D--Portfolio Lending and Mortgage Access
Sec. 516. Safe harbor for certain loans held on portfolio.
Subtitle E--Application of the Expedited Funds Availability Act
Sec. 521. Application of the Expedited Funds Availability Act.
Subtitle F--Small Bank Holding Company Policy Statement
Sec. 526. Changes required to small bank holding company policy
statement on assessment of financial and
managerial factors.
Subtitle G--Community Institution Mortgage Relief
Sec. 531. Community financial institution mortgage relief.
Subtitle H--Financial Institutions Examination Fairness and Reform
Sec. 536. Timeliness of examination reports.
Subtitle I--National Credit Union Administration Budget Transparency
Sec. 541. Budget transparency for the NCUA.
Subtitle J--Taking Account of Institutions With Low Operation Risk
Sec. 546. Regulations appropriate to business models.
Subtitle K--Federal Savings Association Charter Flexibility
Sec. 551. Option for Federal savings associations to operate as a
covered savings association.
Subtitle L--SAFE Transitional Licensing
Sec. 556. Eliminating barriers to jobs for loan originators.
Subtitle M--Right to Lend
Sec. 561. Small business loan data collection requirement.
Subtitle N--Community Bank Reporting Relief
Sec. 566. Short form call report.
Subtitle O--Homeowner Information Privacy Protection
Sec. 571. Study regarding privacy of information collected under the
Home Mortgage Disclosure Act of 1975.
Subtitle P--Home Mortgage Disclosure Adjustment
Sec. 576. Depository institutions subject to maintenance of records and
disclosure requirements.
Subtitle Q--Protecting Consumers' Access to Credit
Sec. 581. Rate of interest after transfer of loan.
Subtitle R--NCUA Overhead Transparency
Sec. 586. Fund transparency.
TITLE VI--REGULATORY RELIEF FOR STRONGLY CAPITALIZED, WELL MANAGED
BANKING ORGANIZATIONS
Sec. 601. Capital election.
Sec. 602. Regulatory relief.
Sec. 603. Contingent capital study.
Sec. 604. Study on altering the current prompt corrective action rules.
Sec. 605. Definitions.
TITLE VII--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE
Subtitle A--Separation of Powers and Liberty Enhancements
Sec. 711. Consumer Law Enforcement Agency.
Sec. 712. Authority of the Office of Information and Regulatory
Affairs.
Sec. 713. Bringing the Agency into the regular appropriations process.
Sec. 714. Consumer Law Enforcement Agency Inspector General Reform.
Sec. 715. Private parties authorized to compel the Agency to seek
sanctions by filing civil actions;
Adjudications deemed actions.
Sec. 716. Civil investigative demands to be appealed to courts.
Sec. 717. Agency dual mandate and economic analysis.
Sec. 718. No deference to Agency interpretation.
Subtitle B--Administrative Enhancements
Sec. 721. Advisory opinions.
Sec. 722. Reform of Consumer Financial Civil Penalty Fund.
Sec. 723. Agency pay fairness.
Sec. 724. Elimination of market monitoring functions.
Sec. 725. Reforms to mandatory functional units.
Sec. 726. Repeal of mandatory advisory board.
Sec. 727. Elimination of supervision authority.
Sec. 728. Transfer of old OTS building from OCC to GSA.
Sec. 729. Limitation on Agency authority.
Subtitle C--Policy Enhancements
Sec. 731. Consumer right to financial privacy.
Sec. 732. Repeal of Council authority to set aside Agency rules and
requirement of safety and soundness
considerations when issuing rules.
Sec. 733. Removal of authority to regulate small-dollar credit.
Sec. 734. Reforming indirect auto financing guidance.
Sec. 735. Prohibition of Government price controls for payment card
transactions.
Sec. 736. Removal of Agency UDAAP authority.
Sec. 737. Preservation of UDAP authority for Federal banking
regulators.
Sec. 738. Repeal of authority to restrict arbitration.
TITLE VIII--CAPITAL MARKETS IMPROVEMENTS
Subtitle A--SEC Reform, Restructuring, and Accountability
Sec. 801. Authorization of appropriations.
Sec. 802. Report on unobligated appropriations.
Sec. 803. SEC Reserve Fund abolished.
Sec. 804. Fees to offset appropriations.
Sec. 805. Commission relocation funding prohibition.
Sec. 806. Implementation of recommendations.
Sec. 807. Office of Credit Ratings to report to the Division of Trading
and Markets.
Sec. 808. Office of Municipal Securities to report to the Division of
Trading and Markets.
Sec. 809. Independence of Commission Ombudsman.
Sec. 810. Investor Advisory Committee improvements.
Sec. 811. Duties of Investor Advocate.
Sec. 812. Elimination of exemption of Small Business Capital Formation
Advisory Committee from Federal Advisory
Committee Act.
Sec. 813. Internal risk controls.
Sec. 814. Applicability of notice and comment requirements of the
Administrative Procedure Act to guidance
voted on by the Commission.
Sec. 815. Limitation on pilot programs.
Sec. 816. Procedure for obtaining certain intellectual property.
Sec. 817. Process for closing investigations.
Sec. 818. Enforcement Ombudsman.
Sec. 819. Adequate notice.
Sec. 820. Advisory committee on Commission's enforcement policies and
practices.
Sec. 821. Process to permit recipient of Wells notification to appear
before Commission staff in-person.
Sec. 822. Publication of enforcement manual.
Sec. 823. Private parties authorized to compel the Securities and
Exchange Commission to seek sanctions by
filing civil actions.
Sec. 824. Certain findings required to approve civil money penalties
against issuers.
Sec. 825. Repeal of authority of the Commission to prohibit persons
from serving as officers or directors.
Sec. 826. Subpoena duration and renewal.
Sec. 827. Elimination of automatic disqualifications.
Sec. 828. Denial of award to culpable whistleblowers.
Sec. 829. Confidentiality of records obtained from foreign securities
and law enforcement authorities.
Sec. 830. Clarification of authority to impose sanctions on persons
associated with a broker or dealer.
Sec. 831. Complaint and burden of proof requirements for certain
actions for breach of fiduciary duty.
Sec. 832. Congressional access to information held by the Public
Company Accounting Oversight Board.
Sec. 833. Abolishing Investor Advisory Group.
Sec. 834. Repeal of requirement for Public Company Accounting Oversight
Board to use certain funds for merit
scholarship program.
Sec. 835. Reallocation of fines for violations of rules of municipal
securities rulemaking board.
Subtitle B--Eliminating Excessive Government Intrusion in the Capital
Markets
Sec. 841. Repeal of Department of Labor fiduciary rule and requirements
prior to rulemaking relating to standards
of conduct for brokers and dealers.
Sec. 842. Exemption from risk retention requirements for nonresidential
mortgage.
Sec. 843. Frequency of shareholder approval of executive compensation.
Sec. 844. Shareholder Proposals.
Sec. 845. Prohibition on requiring a single ballot.
Sec. 846. Requirement for municipal advisor for issuers of municipal
securities.
Sec. 847. Small issuer exemption from internal control evaluation.
Sec. 848. Streamlining of applications for an exemption from the
Investment Company Act of 1940.
Sec. 849. Restriction on recovery of erroneously awarded compensation.
Sec. 850. Exemptive authority for certain provisions relating to
registration of nationally recognized
statistical rating organizations.
Sec. 851. Risk-based examinations of Nationally Recognized Statistical
Rating Organizations.
Sec. 852. Transparency of credit rating methodologies.
Sec. 853. Repeal of certain attestation requirements relating to credit
ratings.
Sec. 854. Look-back review by NRSRO.
Sec. 855. Approval of credit rating procedures and methodologies.
Sec. 856. Exception for providing certain material information relating
to a credit rating.
Sec. 857. Repeals.
Sec. 858. Exemption of and reporting by private equity fund advisers.
Sec. 859. Records and reports of private funds.
Sec. 860. Definition of accredited investor.
Sec. 861. Repeal of certain provisions requiring a study and report to
Congress.
Sec. 862. Repeal.
Subtitle C--Harmonization of Derivatives Rules
Sec. 871. Commissions review and harmonization of rules relating to the
regulation of over-the-counter swaps
markets.
Sec. 872. Treatment of transactions between affiliates.
TITLE IX--REPEAL OF THE VOLCKER RULE AND OTHER PROVISIONS
Sec. 901. Repeals.
TITLE X--FED OVERSIGHT REFORM AND MODERNIZATION
Sec. 1001. Requirements for policy rules of the Federal Open Market
Committee.
Sec. 1002. Federal Open Market Committee blackout period.
Sec. 1003. Public transcripts of FOMC meetings.
Sec. 1004. Membership of Federal Open Market Committee.
Sec. 1005. Frequency of testimony of the Chairman of the Board of
Governors of the Federal Reserve System to
Congress.
Sec. 1006. Vice Chairman for Supervision report requirement.
Sec. 1007. Salaries, financial disclosures, and office staff of the
Board of Governors of the Federal Reserve
System.
Sec. 1008. Amendments to powers of the Board of Governors of the
Federal Reserve System.
Sec. 1009. Interest rates on balances maintained at a Federal Reserve
bank by depository institutions established
by Federal Open Market Committee.
Sec. 1010. Audit reform and transparency for the Board of Governors of
the Federal Reserve System.
Sec. 1011. Establishment of a Centennial Monetary Commission.
TITLE XI--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT
ADVOCATE
Sec. 1101. Repeal of the Federal Insurance Office; Creation of the
Office of the Independent Insurance
Advocate.
Sec. 1102. Treatment of covered agreements.
TITLE XII--TECHNICAL CORRECTIONS
Sec. 1201. Table of contents; Definitional corrections.
Sec. 1202. Antitrust savings clause corrections.
Sec. 1203. Title I corrections.
Sec. 1204. Title III corrections.
Sec. 1205. Title IV correction.
Sec. 1206. Title VI corrections.
Sec. 1207. Title VII corrections.
Sec. 1208. Title IX corrections.
Sec. 1209. Title X corrections.
Sec. 1210. Title XII correction.
Sec. 1211. Title XIV correction.
Sec. 1212. Technical corrections to other statutes.
TITLE I--ENDING ``TOO BIG TO FAIL'' AND BANK BAILOUTS
Subtitle A--Repeal of the Orderly Liquidation Authority
SEC. 111. REPEAL OF THE ORDERLY LIQUIDATION AUTHORITY.
(a) In General.--Title II of the Dodd-Frank Wall Street Reform and
Consumer Protection Act is hereby repealed and any Federal law amended
by such title shall, on and after the effective date of this Act, be
effective as if title II of the Dodd-Frank Wall Street Reform and
Consumer Protection Act had not been enacted.
(b) Conforming Amendments.--
(1) Dodd-frank wall street reform and consumer protection
act.--The Dodd-Frank Wall Street Reform and Consumer Protection
Act is amended--
(A) in the table of contents for such Act, by
striking all items relating to title II;
(B) in section 165(d)--
(i) in paragraph (1), by striking ``, the
Council, and the Corporation'' and inserting
``and the Council'';
(ii) in paragraph (2), by striking ``, the
Council, and the Corporation'' and inserting
``and the Council'';
(iii) in paragraph (3), by striking ``and
the Corporation'';
(iv) in paragraph (4)--
(I) by striking ``and the
Corporation jointly determine'' and
inserting ``determines'';
(II) by striking ``their'' and
inserting ``its'';
(III) in subparagraph (A), by
striking ``and the Corporation''; and
(IV) in subparagraph (B), by
striking ``and the Corporation'';
(v) in paragraph (5)--
(I) in subparagraph (A), by
striking ``and the Corporation may
jointly'' and inserting ``may''; and
(II) in subparagraph (B)--
(aa) by striking ``and the
Corporation'' each place such
term appears;
(bb) by striking ``may
jointly'' and inserting
``may'';
(cc) by striking ``have
jointly'' and inserting
``has'';
(vi) in paragraph (6), by striking ``, a
receiver appointed under title II,''; and
(vii) by amending paragraph (8) to read as
follows:
``(8) Rules.--Not later than 12 months after enactment of
this paragraph, the Board of Governors shall issue final rules
implementing this section.''; and
(C) in section 716(g), by striking ``or a covered
financial company under title II''.
(2) Federal deposit insurance act.--Section 10(b)(3) of the
Federal Deposit Insurance Act (12 U.S.C. 1820(b)(3)) is amended
by striking ``, or of such nonbank financial company supervised
by the Board of Governors or bank holding company described in
section 165(a) of the Financial Stability Act of 2010, for the
purpose of implementing its authority to provide for orderly
liquidation of any such company under title II of that Act''.
(3) Federal reserve act.--Section 13(3) of the Federal
Reserve Act is amended--
(A) in subparagraph (B)--
(i) in clause (ii), by striking ``,
resolution under title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act,
or'' and inserting ``or is subject to
resolution under''; and
(ii) in clause (iii), by striking ``,
resolution under title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act,
or'' and inserting ``or resolution under''; and
(B) by striking subparagraph (E).
Subtitle B--Financial Institution Bankruptcy
SEC. 121. GENERAL PROVISIONS RELATING TO COVERED FINANCIAL
CORPORATIONS.
(a) Definition.--Section 101 of title 11, United States Code, is
amended by inserting the following after paragraph (9):
``(9A) The term `covered financial corporation' means any
corporation incorporated or organized under any Federal or
State law, other than a stockbroker, a commodity broker, or an
entity of the kind specified in paragraph (2) or (3) of section
109(b), that is--
``(A) a bank holding company, as defined in section
2(a) of the Bank Holding Company Act of 1956; or
``(B) a corporation that exists for the primary
purpose of owning, controlling and financing its
subsidiaries, that has total consolidated assets of
$50,000,000,000 or greater, and for which, in its most
recently completed fiscal year--
``(i) annual gross revenues derived by the
corporation and all of its subsidiaries from
activities that are financial in nature (as
defined in section 4(k) of the Bank Holding
Company Act of 1956) and, if applicable, from
the ownership or control of one or more insured
depository institutions, represents 85 percent
or more of the consolidated annual gross
revenues of the corporation; or
``(ii) the consolidated assets of the
corporation and all of its subsidiaries related
to activities that are financial in nature (as
defined in section 4(k) of the Bank Holding
Company Act of 1956) and, if applicable,
related to the ownership or control of one or
more insured depository institutions,
represents 85 percent or more of the
consolidated assets of the corporation.''.
(b) Applicability of Chapters.--Section 103 of title 11, United
States Code, is amended by adding at the end the following:
``(l) Subchapter V of chapter 11 of this title applies only in a
case under chapter 11 concerning a covered financial corporation.''.
(c) Who May Be a Debtor.--Section 109 of title 11, United States
Code, is amended--
(1) in subsection (b)--
(A) in paragraph (2), by striking ``or'' at the
end;
(B) in paragraph (3)(B), by striking the period at
the end and inserting ``; or''; and
(C) by adding at the end the following:
``(4) a covered financial corporation.''; and
(2) in subsection (d)--
(A) by striking ``and'' before ``an uninsured State
member bank'';
(B) by striking ``or'' before ``a corporation'';
and
(C) by inserting ``, or a covered financial
corporation'' after ``Federal Deposit Insurance
Corporation Improvement Act of 1991''.
(d) Conversion to Chapter 7.--Section 1112 of title 11, United
States Code, is amended by adding at the end the following:
``(g) Notwithstanding section 109(b), the court may convert a case
under subchapter V to a case under chapter 7 if--
``(1) a transfer approved under section 1185 has been
consummated;
``(2) the court has ordered the appointment of a special
trustee under section 1186; and
``(3) the court finds, after notice and a hearing, that
conversion is in the best interest of the creditors and the
estate.''.
(e)(1) Section 726(a)(1) of title 11, United States Code, is
amended by inserting after ``first,'' the following: ``in payment of
any unpaid fees, costs, and expenses of a special trustee appointed
under section 1186, and then''.
(2) Section 1129(a) of title 11, United States Code, is amended by
inserting after paragraph (16) the following:
``(17) In a case under subchapter V, all payable fees,
costs, and expenses of the special trustee have been paid or
the plan provides for the payment of all such fees, costs, and
expenses on the effective date of the plan.
``(18) In a case under subchapter V, confirmation of the
plan is not likely to cause serious adverse effects on
financial stability in the United States.''.
(f) Section 322(b)(2) of title 11, United States Code, is amended
by striking ``The'' and inserting ``In cases under subchapter V, the
United States trustee shall recommend to the court, and in all other
cases, the''.
SEC. 122. LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A COVERED
FINANCIAL CORPORATION.
Chapter 11 of title 11, United States Code, is amended by adding at
the end the following (and conforming the table of contents for such
chapter accordingly):
``SUBCHAPTER V--LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A
COVERED FINANCIAL CORPORATION
``Sec. 1181. Inapplicability of other sections
``Sections 303 and 321(c) do not apply in a case under this
subchapter concerning a covered financial corporation. Section 365 does
not apply to a transfer under section 1185, 1187, or 1188.
``Sec. 1182. Definitions for this subchapter
``In this subchapter, the following definitions shall apply:
``(1) The term `Board' means the Board of Governors of the
Federal Reserve System.
``(2) The term `bridge company' means a newly formed
corporation to which property of the estate may be transferred
under section 1185(a) and the equity securities of which may be
transferred to a special trustee under section 1186(a).
``(3) The term `capital structure debt' means all unsecured
debt of the debtor for borrowed money for which the debtor is
the primary obligor, other than a qualified financial contract
and other than debt secured by a lien on property of the estate
that is to be transferred to a bridge company pursuant to an
order of the court under section 1185(a).
``(4) The term `contractual right' means a contractual
right of a kind defined in section 555, 556, 559, 560, or 561.
``(5) The term `qualified financial contract' means any
contract of a kind defined in paragraph (25), (38A), (47), or
(53B) of section 101, section 741(7), or paragraph (4), (5),
(11), or (13) of section 761.
``(6) The term `special trustee' means the trustee of a
trust formed under section 1186(a)(1).
``Sec. 1183. Commencement of a case concerning a covered financial
corporation
``(a) A case under this subchapter concerning a covered financial
corporation may be commenced by the filing of a petition with the court
by the debtor under section 301 only if the debtor states to the best
of its knowledge under penalty of perjury in the petition that it is a
covered financial corporation.
``(b) The commencement of a case under subsection (a) constitutes
an order for relief under this subchapter.
``(c) The members of the board of directors (or body performing
similar functions) of a covered financial company shall have no
liability to shareholders, creditors, or other parties in interest for
a good faith filing of a petition to commence a case under this
subchapter, or for any reasonable action taken in good faith in
contemplation of such a petition or a transfer under section 1185 or
section 1186, whether prior to or after commencement of the case.
``(d) Counsel to the debtor shall provide, to the greatest extent
practicable without disclosing the identity of the potential debtor,
sufficient confidential notice to the chief judge of the court of
appeals for the circuit embracing the district in which such counsel
intends to file a petition to commence a case under this subchapter
regarding the potential commencement of such case. The chief judge of
such court shall randomly assign to preside over such case a bankruptcy
judge selected from among the bankruptcy judges designated by the Chief
Justice of the United States under section 298 of title 28.
``Sec. 1184. Regulators
``The Board, the Securities Exchange Commission, the Office of the
Comptroller of the Currency of the Department of the Treasury, the
Commodity Futures Trading Commission, and the Federal Deposit Insurance
Corporation may raise and may appear and be heard on any issue in any
case or proceeding under this subchapter.
``Sec. 1185. Special transfer of property of the estate
``(a) On request of the trustee, and after notice and a hearing
that shall occur not less than 24 hours after the order for relief, the
court may order a transfer under this section of property of the
estate, and the assignment of executory contracts, unexpired leases,
and qualified financial contracts of the debtor, to a bridge company.
Upon the entry of an order approving such transfer, any property
transferred, and any executory contracts, unexpired leases, and
qualified financial contracts assigned under such order shall no longer
be property of the estate. Except as provided under this section, the
provisions of section 363 shall apply to a transfer and assignment
under this section.
``(b) Unless the court orders otherwise, notice of a request for an
order under subsection (a) shall consist of electronic or telephonic
notice of not less than 24 hours to--
``(1) the debtor;
``(2) the holders of the 20 largest secured claims against
the debtor;
``(3) the holders of the 20 largest unsecured claims
against the debtor;
``(4) counterparties to any debt, executory contract,
unexpired lease, and qualified financial contract requested to
be transferred under this section;
``(5) the Board;
``(6) the Federal Deposit Insurance Corporation;
``(7) the Secretary of the Treasury and the Office of the
Comptroller of the Currency of the Treasury;
``(8) the Commodity Futures Trading Commission;
``(9) the Securities and Exchange Commission;
``(10) the United States trustee or bankruptcy
administrator; and
``(11) each primary financial regulatory agency, as defined
in section 2(12) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act, with respect to any affiliate the
equity securities of which are proposed to be transferred under
this section.
``(c) The court may not order a transfer under this section unless
the court determines, based upon a preponderance of the evidence,
that--
``(1) the transfer under this section is necessary to
prevent serious adverse effects on financial stability in the
United States;
``(2) the transfer does not provide for the assumption of
any capital structure debt by the bridge company;
``(3) the transfer does not provide for the transfer to the
bridge company of any property of the estate that is subject to
a lien securing a debt, executory contract, unexpired lease or
agreement (including a qualified financial contract) of the
debtor unless--
``(A)(i) the bridge company assumes such debt,
executory contract, unexpired lease or agreement
(including a qualified financial contract), including
any claims arising in respect thereof that would not be
allowed secured claims under section 506(a)(1) and
after giving effect to such transfer, such property
remains subject to the lien securing such debt,
executory contract, unexpired lease or agreement
(including a qualified financial contract); and
``(ii) the court has determined that assumption of
such debt, executory contract, unexpired lease or
agreement (including a qualified financial contract) by
the bridge company is in the best interests of the
estate; or
``(B) such property is being transferred to the
bridge company in accordance with the provisions of
section 363;
``(4) the transfer does not provide for the assumption by
the bridge company of any debt, executory contract, unexpired
lease or agreement (including a qualified financial contract)
of the debtor secured by a lien on property of the estate
unless the transfer provides for such property to be
transferred to the bridge company in accordance with paragraph
(3)(A) of this subsection;
``(5) the transfer does not provide for the transfer of the
equity of the debtor;
``(6) the trustee has demonstrated that the bridge company
is not likely to fail to meet the obligations of any debt,
executory contract, qualified financial contract, or unexpired
lease assumed and assigned to the bridge company;
``(7) the transfer provides for the transfer to a special
trustee all of the equity securities in the bridge company and
appointment of a special trustee in accordance with section
1186;
``(8) after giving effect to the transfer, adequate
provision has been made for the fees, costs, and expenses of
the estate and special trustee; and
``(9) the bridge company will have governing documents, and
initial directors and senior officers, that are in the best
interest of creditors and the estate.
``(d) Immediately before a transfer under this section, the bridge
company that is the recipient of the transfer shall--
``(1) not have any property, executory contracts, unexpired
leases, qualified financial contracts, or debts, other than any
property acquired or executory contracts, unexpired leases, or
debts assumed when acting as a transferee of a transfer under
this section; and
``(2) have equity securities that are property of the
estate, which may be sold or distributed in accordance with
this title.
``Sec. 1186. Special trustee
``(a)(1) An order approving a transfer under section 1185 shall
require the trustee to transfer to a qualified and independent special
trustee, who is appointed by the court, all of the equity securities in
the bridge company that is the recipient of a transfer under section
1185 to hold in trust for the sole benefit of the estate, subject to
satisfaction of the special trustee's fees, costs, and expenses. The
trust of which the special trustee is the trustee shall be a newly
formed trust governed by a trust agreement approved by the court as in
the best interests of the estate, and shall exist for the sole purpose
of holding and administering, and shall be permitted to dispose of, the
equity securities of the bridge company in accordance with the trust
agreement.
``(2) In connection with the hearing to approve a transfer under
section 1185, the trustee shall confirm to the court that the Board has
been consulted regarding the identity of the proposed special trustee
and advise the court of the results of such consultation.
``(b) The trust agreement governing the trust shall provide--
``(1) for the payment of the fees, costs, expenses, and
indemnities of the special trustee from the assets of the
debtor's estate;
``(2) that the special trustee provide--
``(A) quarterly reporting to the estate, which
shall be filed with the court; and
``(B) information about the bridge company
reasonably requested by a party in interest to prepare
a disclosure statement for a plan providing for
distribution of any securities of the bridge company if
such information is necessary to prepare such
disclosure statement;
``(3) that for as long as the equity securities of the
bridge company are held by the trust, the special trustee shall
file a notice with the court in connection with--
``(A) any change in a director or senior officer of
the bridge company;
``(B) any modification to the governing documents
of the bridge company; and
``(C) any material corporate action of the bridge
company, including--
``(i) recapitalization;
``(ii) a material borrowing;
``(iii) termination of an intercompany debt
or guarantee;
``(iv) a transfer of a substantial portion
of the assets of the bridge company; or
``(v) the issuance or sale of any
securities of the bridge company;
``(4) that any sale of any equity securities of the bridge
company shall not be consummated until the special trustee
consults with the Federal Deposit Insurance Corporation and the
Board regarding such sale and discloses the results of such
consultation with the court;
``(5) that, subject to reserves for payments permitted
under paragraph (1) provided for in the trust agreement, the
proceeds of the sale of any equity securities of the bridge
company by the special trustee be held in trust for the benefit
of or transferred to the estate;
``(6) the process and guidelines for the replacement of the
special trustee; and
``(7) that the property held in trust by the special
trustee is subject to distribution in accordance with
subsection (c).
``(c)(1) The special trustee shall distribute the assets held in
trust--
``(A) if the court confirms a plan in the case, in
accordance with the plan on the effective date of the plan; or
``(B) if the case is converted to a case under chapter 7,
as ordered by the court.
``(2) As soon as practicable after a final distribution under
paragraph (1), the office of the special trustee shall terminate,
except as may be necessary to wind up and conclude the business and
financial affairs of the trust.
``(d) After a transfer to the special trustee under this section,
the special trustee shall be subject only to applicable nonbankruptcy
law, and the actions and conduct of the special trustee shall no longer
be subject to approval by the court in the case under this subchapter.
``Sec. 1187. Temporary and supplemental automatic stay; assumed debt
``(a)(1) A petition filed under section 1183 operates as a stay,
applicable to all entities, of the termination, acceleration, or
modification of any debt, contract, lease, or agreement of the kind
described in paragraph (2), or of any right or obligation under any
such debt, contract, lease, or agreement, solely because of--
``(A) a default by the debtor under any such debt,
contract, lease, or agreement; or
``(B) a provision in such debt, contract, lease, or
agreement, or in applicable nonbankruptcy law, that is
conditioned on--
``(i) the insolvency or financial condition of the
debtor at any time before the closing of the case;
``(ii) the commencement of a case under this title
concerning the debtor;
``(iii) the appointment of or taking possession by
a trustee in a case under this title concerning the
debtor or by a custodian before the commencement of the
case; or
``(iv) a credit rating agency rating, or absence or
withdrawal of a credit rating agency rating--
``(I) of the debtor at any time after the
commencement of the case;
``(II) of an affiliate during the period
from the commencement of the case until 48
hours after such order is entered;
``(III) of the bridge company while the
trustee or the special trustee is a direct or
indirect beneficial holder of more than 50
percent of the equity securities of--
``(aa) the bridge company; or
``(bb) the affiliate, if all of the
direct or indirect interests in the
affiliate that are property of the
estate are transferred under section
1185; or
``(IV) of an affiliate while the trustee or
the special trustee is a direct or indirect
beneficial holder of more than 50 percent of
the equity securities of--
``(aa) the bridge company; or
``(bb) the affiliate, if all of the
direct or indirect interests in the
affiliate that are property of the
estate are transferred under section
1185.
``(2) A debt, contract, lease, or agreement described in this
paragraph is--
``(A) any debt (other than capital structure debt),
executory contract, or unexpired lease of the debtor (other
than a qualified financial contract);
``(B) any agreement under which the debtor issued or is
obligated for debt (other than capital structure debt);
``(C) any debt, executory contract, or unexpired lease of
an affiliate (other than a qualified financial contract); or
``(D) any agreement under which an affiliate issued or is
obligated for debt.
``(3) The stay under this subsection terminates--
``(A) for the benefit of the debtor, upon the earliest of--
``(i) 48 hours after the commencement of the case;
``(ii) assumption of the debt, contract, lease, or
agreement by the bridge company under an order
authorizing a transfer under section 1185;
``(iii) a final order of the court denying the
request for a transfer under section 1185; or
``(iv) the time the case is dismissed; and
``(B) for the benefit of an affiliate, upon the earliest
of--
``(i) the entry of an order authorizing a transfer
under section 1185 in which the direct or indirect
interests in the affiliate that are property of the
estate are not transferred under section 1185;
``(ii) a final order by the court denying the
request for a transfer under section 1185;
``(iii) 48 hours after the commencement of the case
if the court has not ordered a transfer under section
1185; or
``(iv) the time the case is dismissed.
``(4) Subsections (d), (e), (f), and (g) of section 362 apply to a
stay under this subsection.
``(b) A debt, executory contract (other than a qualified financial
contract), or unexpired lease of the debtor, or an agreement under
which the debtor has issued or is obligated for any debt, may be
assumed by a bridge company in a transfer under section 1185
notwithstanding any provision in an agreement or in applicable
nonbankruptcy law that--
``(1) prohibits, restricts, or conditions the assignment of
the debt, contract, lease, or agreement; or
``(2) accelerates, terminates, or modifies, or permits a
party other than the debtor to terminate or modify, the debt,
contract, lease, or agreement on account of--
``(A) the assignment of the debt, contract, lease,
or agreement; or
``(B) a change in control of any party to the debt,
contract, lease, or agreement.
``(c)(1) A debt, contract, lease, or agreement of the kind
described in subparagraph (A) or (B) of subsection (a)(2) may not be
accelerated, terminated, or modified, and any right or obligation under
such debt, contract, lease, or agreement may not be accelerated,
terminated, or modified, as to the bridge company solely because of a
provision in the debt, contract, lease, or agreement or in applicable
nonbankruptcy law--
``(A) of the kind described in subsection (a)(1)(B) as
applied to the debtor;
``(B) that prohibits, restricts, or conditions the
assignment of the debt, contract, lease, or agreement; or
``(C) that accelerates, terminates, or modifies, or permits
a party other than the debtor to terminate or modify, the debt,
contract, lease or agreement on account of--
``(i) the assignment of the debt, contract, lease,
or agreement; or
``(ii) a change in control of any party to the
debt, contract, lease, or agreement.
``(2) If there is a default by the debtor under a provision other
than the kind described in paragraph (1) in a debt, contract, lease or
agreement of the kind described in subparagraph (A) or (B) of
subsection (a)(2), the bridge company may assume such debt, contract,
lease, or agreement only if the bridge company--
``(A) shall cure the default;
``(B) compensates, or provides adequate assurance in
connection with a transfer under section 1185 that the bridge
company will promptly compensate, a party other than the debtor
to the debt, contract, lease, or agreement, for any actual
pecuniary loss to the party resulting from the default; and
``(C) provides adequate assurance in connection with a
transfer under section 1185 of future performance under the
debt, contract, lease, or agreement, as determined by the court
under section 1185(c)(4).
``Sec. 1188. Treatment of qualified financial contracts and affiliate
contracts
``(a) Notwithstanding sections 362(b)(6), 362(b)(7), 362(b)(17),
362(b)(27), 362(o), 555, 556, 559, 560, and 561, a petition filed under
section 1183 operates as a stay, during the period specified in section
1187(a)(3)(A), applicable to all entities, of the exercise of a
contractual right--
``(1) to cause the modification, liquidation, termination,
or acceleration of a qualified financial contract of the debtor
or an affiliate;
``(2) to offset or net out any termination value, payment
amount, or other transfer obligation arising under or in
connection with a qualified financial contract of the debtor or
an affiliate; or
``(3) under any security agreement or arrangement or other
credit enhancement forming a part of or related to a qualified
financial contract of the debtor or an affiliate.
``(b)(1) During the period specified in section 1187(a)(3)(A), the
trustee or the affiliate shall perform all payment and delivery
obligations under such qualified financial contract of the debtor or
the affiliate, as the case may be, that become due after the
commencement of the case. The stay provided under subsection (a)
terminates as to a qualified financial contract of the debtor or an
affiliate immediately upon the failure of the trustee or the affiliate,
as the case may be, to perform any such obligation during such period.
``(2) Any failure by a counterparty to any qualified financial
contract of the debtor or any affiliate to perform any payment or
delivery obligation under such qualified financial contract, including
during the pendency of the stay provided under subsection (a), shall
constitute a breach of such qualified financial contract by the
counterparty.
``(c) Subject to the court's approval, a qualified financial
contract between an entity and the debtor may be assigned to or assumed
by the bridge company in a transfer under, and in accordance with,
section 1185 if and only if--
``(1) all qualified financial contracts between the entity
and the debtor are assigned to and assumed by the bridge
company in the transfer under section 1185;
``(2) all claims of the entity against the debtor in
respect of any qualified financial contract between the entity
and the debtor (other than any claim that, under the terms of
the qualified financial contract, is subordinated to the claims
of general unsecured creditors) are assigned to and assumed by
the bridge company;
``(3) all claims of the debtor against the entity under any
qualified financial contract between the entity and the debtor
are assigned to and assumed by the bridge company; and
``(4) all property securing or any other credit enhancement
furnished by the debtor for any qualified financial contract
described in paragraph (1) or any claim described in paragraph
(2) or (3) under any qualified financial contract between the
entity and the debtor is assigned to and assumed by the bridge
company.
``(d) Notwithstanding any provision of a qualified financial
contract or of applicable nonbankruptcy law, a qualified financial
contract of the debtor that is assumed or assigned in a transfer under
section 1185 may not be accelerated, terminated, or modified, after the
entry of the order approving a transfer under section 1185, and any
right or obligation under the qualified financial contract may not be
accelerated, terminated, or modified, after the entry of the order
approving a transfer under section 1185 solely because of a condition
described in section 1187(c)(1), other than a condition of the kind
specified in section 1187(b) that occurs after property of the estate
no longer includes a direct beneficial interest or an indirect
beneficial interest through the special trustee, in more than 50
percent of the equity securities of the bridge company.
``(e) Notwithstanding any provision of any agreement or in
applicable nonbankruptcy law, an agreement of an affiliate (including
an executory contract, an unexpired lease, qualified financial
contract, or an agreement under which the affiliate issued or is
obligated for debt) and any right or obligation under such agreement
may not be accelerated, terminated, or modified, solely because of a
condition described in section 1187(c)(1), other than a condition of
the kind specified in section 1187(b) that occurs after the bridge
company is no longer a direct or indirect beneficial holder of more
than 50 percent of the equity securities of the affiliate, at any time
after the commencement of the case if--
``(1) all direct or indirect interests in the affiliate
that are property of the estate are transferred under section
1185 to the bridge company within the period specified in
subsection (a);
``(2) the bridge company assumes--
``(A) any guarantee or other credit enhancement
issued by the debtor relating to the agreement of the
affiliate; and
``(B) any obligations in respect of rights of
setoff, netting arrangement, or debt of the debtor that
directly arises out of or directly relates to the
guarantee or credit enhancement; and
``(3) any property of the estate that directly serves as
collateral for the guarantee or credit enhancement is
transferred to the bridge company.
``Sec. 1189. Licenses, permits, and registrations
``(a) Notwithstanding any otherwise applicable nonbankruptcy law,
if a request is made under section 1185 for a transfer of property of
the estate, any Federal, State, or local license, permit, or
registration that the debtor or an affiliate had immediately before the
commencement of the case and that is proposed to be transferred under
section 1185 may not be accelerated, terminated, or modified at any
time after the request solely on account of--
``(1) the insolvency or financial condition of the debtor
at any time before the closing of the case;
``(2) the commencement of a case under this title
concerning the debtor;
``(3) the appointment of or taking possession by a trustee
in a case under this title concerning the debtor or by a
custodian before the commencement of the case; or
``(4) a transfer under section 1185.
``(b) Notwithstanding any otherwise applicable nonbankruptcy law,
any Federal, State, or local license, permit, or registration that the
debtor had immediately before the commencement of the case that is
included in a transfer under section 1185 shall be valid and all rights
and obligations thereunder shall vest in the bridge company.
``Sec. 1190. Exemption from securities laws
``For purposes of section 1145, a security of the bridge company
shall be deemed to be a security of a successor to the debtor under a
plan if the court approves the disclosure statement for the plan as
providing adequate information (as defined in section 1125(a)) about
the bridge company and the security.
``Sec. 1191. Inapplicability of certain avoiding powers
``A transfer made or an obligation incurred by the debtor to an
affiliate prior to or after the commencement of the case, including any
obligation released by the debtor or the estate to or for the benefit
of an affiliate, in contemplation of or in connection with a transfer
under section 1185 is not avoidable under section 544, 547,
548(a)(1)(B), or 549, or under any similar nonbankruptcy law.
``Sec. 1192. Consideration of financial stability
``The court may consider the effect that any decision in connection
with this subchapter may have on financial stability in the United
States.''.
SEC. 123. AMENDMENTS TO TITLE 28, UNITED STATES CODE.
(a) Amendment to Chapter 13.--Chapter 13 of title 28, United States
Code, is amended by adding at the end the following:
``Sec. 298. Judge for a case under subchapter V of chapter 11 of title
11
``(a)(1) Notwithstanding section 295, the Chief Justice of the
United States shall designate not fewer than 10 bankruptcy judges to be
available to hear a case under subchapter V of chapter 11 of title 11.
Bankruptcy judges may request to be considered by the Chief Justice of
the United States for such designation.
``(2) Notwithstanding section 155, a case under subchapter V of
chapter 11 of title 11 shall be heard under section 157 by a bankruptcy
judge designated under paragraph (1), who shall be randomly assigned to
hear such case by the chief judge of the court of appeals for the
circuit embracing the district in which the case is pending. To the
greatest extent practicable, the approvals required under section 155
should be obtained.
``(3) If the bankruptcy judge assigned to hear a case under
paragraph (2) is not assigned to the district in which the case is
pending, the bankruptcy judge shall be temporarily assigned to the
district.
``(b) A case under subchapter V of chapter 11 of title 11, and all
proceedings in the case, shall take place in the district in which the
case is pending.
``(c) In this section, the term `covered financial corporation' has
the meaning given that term in section 101(9A) of title 11.''.
(b) Amendment to Section 1334 of Title 28.--Section 1334 of title
28, United States Code, is amended by adding at the end the following:
``(f) This section does not grant jurisdiction to the district
court after a transfer pursuant to an order under section 1185 of title
11 of any proceeding related to a special trustee appointed, or to a
bridge company formed, in connection with a case under subchapter V of
chapter 11 of title 11.''.
(c) Technical and Conforming Amendment.--The table of sections for
chapter 13 of title 28, United States Code, is amended by adding at the
end the following:
``298. Judge for a case under subchapter V of chapter 11 of title
11.''.
Subtitle C--Ending Government Guarantees
SEC. 131. REPEAL OF OBLIGATION GUARANTEE PROGRAM.
(a) In General.--The following sections of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (12 U.S.C. 5301 et seq.) are
repealed:
(1) Section 1104.
(2) Section 1105.
(3) Section 1106.
(b) Clerical Amendment.--The table of contents under section 1(b)
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the items relating to sections 1104, 1105, and
1106.
SEC. 132. REPEAL OF SYSTEMIC RISK DETERMINATION IN RESOLUTIONS.
Section 13(c)(4)(G) of the Federal Deposit Insurance Act (12 U.S.C.
1823(c)(4)(G)) is hereby repealed.
SEC. 133. RESTRICTIONS ON USE OF THE EXCHANGE STABILIZATION FUND.
(a) In General.--Section 5302 of title 31, United States Code, is
amended by adding at the end the following:
``(e) Amounts in the fund may not be used for the establishment of
a guaranty program for any nongovernmental entity.''.
(b) Conforming Amendment.--Section 131(b) of the Emergency Economic
Stabilization Act of 2008 (12 U.S.C. 5236(b)) is amended by inserting
``, or for the purposes of preventing the liquidation or insolvency of
any entity'' before the period.
Subtitle D--Eliminating Financial Market Utility Designations
SEC. 141. REPEAL OF TITLE VIII.
(a) Repeal.--Title VIII of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C. 5461 et seq.) is repealed, and
provisions of law amended by such title are restored and revived as if
such title had never been enacted.
(b) Clerical Amendment.--The table of contents in section 1(b) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the items relating to title VIII.
Subtitle E--Reform of the Financial Stability Act of 2010
SEC. 151. REPEAL AND MODIFICATION OF PROVISIONS OF THE FINANCIAL
STABILITY ACT OF 2010.
(a) Repeals.--The following provisions of the Financial Stability
Act of 2010 are repealed, and the provisions of law amended or repealed
by such provisions are restored or revived as if such provisions had
not been enacted:
(1) Subtitle B.
(2) Section 113.
(3) Section 114.
(4) Section 115.
(5) Section 116.
(6) Section 117.
(7) Section 119.
(8) Section 120.
(9) Section 121.
(10) Section 161.
(11) Section 162.
(12) Section 164.
(13) Section 166.
(14) Section 167.
(15) Section 168.
(16) Section 170.
(17) Section 172.
(18) Section 174.
(19) Section 175.
(b) Additional Modifications.--The Financial Stability Act of 2010
(12 U.S.C. 5311 et seq.) is amended--
(1) in section 102(a), by striking paragraph (5);
(2) in section 111--
(A) in subsection (b)--
(i) in paragraph (1)--
(I) by striking ``who shall each''
and inserting ``who shall, except as
provided below, each''; and
(II) by striking subparagraphs (B)
through (J) and inserting the
following:
``(B) each member of the Board of Governors, who
shall collectively have 1 vote on the Council;
``(C) the Comptroller of the Currency;
``(D) the Director of the Consumer Law Enforcement
Agency;
``(E) each member of the Commission, who shall
collectively have 1 vote on the Council;
``(F) each member of the Corporation, who shall
collectively have 1 vote on the Council;
``(G) each member of the Commodity Futures Trading
Commission, who shall collectively have 1 vote on the
Council;
``(H) the Director of the Federal Housing Finance
Agency;
``(I) each member of the National Credit Union
Administration Board, who shall collectively have 1
vote on the Council; and
``(J) the Independent Insurance Advocate.'';
(ii) in paragraph (2)--
(I) by striking subparagraphs (A)
and (B); and
(II) by redesignating subparagraphs
(C), (D), and (E) as subparagraphs (A),
(B), and (C), respectively; and
(iii) by adding at the end the following:
``(4) Voting by multi-person entity.--
``(A) Voting within the entity.--An entity
described under subparagraph (B), (E), (F), (G), or (I)
of paragraph (1) shall determine the entity's Council
vote by using the voting process normally applicable to
votes by the entity's members.
``(B) Casting of entity vote.--The 1 collective
Council vote of an entity described under subparagraph
(A) shall be cast by the head of such agency or, in the
event such head is unable to cast such vote, the next
most senior member of the entity available.'';
(B) in subsection (c), by striking ``subparagraphs
(C), (D), and (E)'' and inserting ``subparagraphs (B),
(C), and (D)'';
(C) in subsection (e), by adding at the end the
following:
``(3) Staff access.--Any member of the Council may select
to have one or more individuals on the member's staff attend a
meeting of the Council, including any meeting of
representatives of the member agencies other than the members
themselves.
``(4) Congressional oversight.--All meetings of the
Council, whether or not open to the public, shall be open to
the attendance by members of the Committee on Financial
Services of the House of Representatives and the Committee on
Banking, Housing, and Urban Affairs of the Senate.
``(5) Member agency meetings.--Any meeting of
representatives of the member agencies other than the members
themselves shall be open to attendance by staff of the
Committee on Financial Services of the House of Representatives
and the Committee on Banking, Housing, and Urban Affairs of the
Senate.'';
(D) by striking subsection (g) (relating to the
nonapplicability of FACA);
(E) by inserting after subsection (f) the
following:
``(g) Open Meeting Requirement.--The Council shall be an agency for
purposes of section 552b of title 5, United States Code (commonly
referred to as the `Government in the Sunshine Act').
``(h) Confidential Congressional Briefings.--At the request of the
Chairman of the Committee on Financial Services of the House of
Representatives or the Chairman of the Committee on Banking, Housing,
and Urban Affairs of the Senate, the Chairperson shall appear before
Congress to provide a confidential briefing.''; and
(F) by redesignating subsections (h) through (j) as
subsections (i) through (k), respectively;
(3) in section 112--
(A) in subsection (a)(2)--
(i) in subparagraph (A), by striking ``the
Federal Insurance Office and, if necessary to
assess risks to the United States financial
system, direct the Office of Financial Research
to'' and inserting ``and, if necessary to
assess risks to the United States financial
system,'';
(ii) by striking subparagraphs (B), (H),
(I), and (J);
(iii) by redesignating subparagraphs (C),
(D), (E), (F), (G), (K), (L), (M), and (N) as
subparagraphs (B), (C), (D), (E), (F), (G),
(H), (I), and (J), respectively;
(iv) in subparagraph (J), as so
redesignated--
(I) in clause (iii), by adding
``and'' at the end;
(II) by striking clauses (iv) and
(v); and
(III) by redesignating clause (vi)
as clause (iv); and
(B) in subsection (d)--
(i) in paragraph (1), by striking ``the
Office of Financial Research, member agencies,
and the Federal Insurance Office'' and
inserting ``member agencies'';
(ii) in paragraph (2), by striking ``the
Office of Financial Research, any member
agency, and the Federal Insurance Office,'' and
inserting ``member agencies'';
(iii) in paragraph (3)--
(I) by striking ``, acting through
the Office of Financial Research,''
each place it appears; and
(II) in subparagraph (B), by
striking ``the Office of Financial
Research or''; and
(iv) in paragraph (5)(A), by striking ``,
the Office of Financial Research,'';
(4) by amending section 118 to read as follows:
``SEC. 118. COUNCIL FUNDING.
``There is authorized to be appropriated to the Council $4,000,000
for fiscal year 2017 and each fiscal year thereafter to carry out the
duties of the Council.'';
(5) in section 163--
(A) by striking subsection (a);
(B) by redesignating subsection (b) as subsection
(a); and
(C) in subsection (a), as so redesignated--
(i) by striking ``or a nonbank financial
company supervised by the Board of Governors''
each place such term appears;
(ii) in paragraph (4), by striking ``In
addition'' and inserting the following:
``(A) In general.--In addition''; and
(iii) by adding at the end the following:
``(B) Exception for qualifying banking
organization.--Subparagraph (A) shall not apply to a
proposed acquisition by a qualifying banking
organization, as defined under section 605 of the
Financial CHOICE Act of 2017.''; and
(6) in section 165--
(A) by striking ``nonbank financial companies
supervised by the Board of Governors and'' each place
such term appears;
(B) by striking ``nonbank financial company
supervised by the Board of Governors and'' each place
such term appears;
(C) in subsection (a), by amending paragraph (2) to
read as follows:
``(2) Tailored application.--In prescribing more stringent
prudential standards under this section, the Board of Governors
may differentiate among companies on an individual basis or by
category, taking into consideration their capital structure,
riskiness, complexity, financial activities (including the
financial activities of their subsidiaries), size, and any
other risk-related factors that the Board of Governors deems
appropriate.'';
(D) in subsection (b)--
(i) in paragraph (1)(B)(iv), by striking
``, on its own or pursuant to a recommendation
made by the Council in accordance with section
115,'';
(ii) in paragraph (2)--
(I) by striking ``foreign nonbank
financial company supervised by the
Board of Governors or'';
(II) by striking ``shall--'' and
all that follows through ``give due''
and inserting ``shall give due'';
(III) in subparagraph (A), by
striking ``; and'' and inserting a
period; and
(IV) by striking subparagraph (B);
(iii) in paragraph (3)--
(I) in subparagraph (A)--
(aa) by striking clause
(i);
(bb) by redesignating
clauses (ii), (iii), and (iv)
as clauses (i), (ii), and
(iii), respectively; and
(cc) in clause (iii), as so
redesignated, by adding ``and''
at the end;
(II) by striking subparagraphs (B)
and (C); and
(III) by redesignating subparagraph
(D) as subparagraph (B); and
(iv) in paragraph (4), by striking ``a
nonbank financial company supervised by the
Board of Governors or'';
(E) in subsection (c)--
(i) in paragraph (1), by striking ``under
section 115(c)''; and
(ii) in paragraph (2)--
(I) by amending subparagraph (A) to
read as follows:
``(A) any recommendations of the Council;''; and
(II) in subparagraph (D), by
striking ``nonbank financial company
supervised by the Board of Governors
or'';
(F) in subsection (d)--
(i) by striking ``a nonbank financial
company supervised by the Board of Governors
or'' each place such term appears;
(ii) in paragraph (1), by striking
``periodically'' and inserting ``not more often
than every 2 years'';
(iii) in paragraph (3)--
(I) by striking ``The Board'' and
inserting the following:
``(A) In general.--The Board'';
(II) by striking ``shall review''
and inserting the following: ``shall--
``(i) review'';
(III) by striking the period and
inserting ``; and''; and
(IV) by adding at the end the
following:
``(ii) not later than the end of the 6-
month period beginning on the date the bank
holding company submits the resolution plan,
provide feedback to the bank holding company on
such plan.
``(B) Disclosure of assessment framework.--The
Board of Governors shall publicly disclose the
assessment framework that is used to review information
under this paragraph and shall provide the public with
a notice and comment period before finalizing such
assessment framework.''.
(iv) in paragraph (6), by striking
``nonbank financial company supervised by the
Board, any bank holding company,'' and
inserting ``bank holding company'';
(G) in subsection (e)--
(i) in paragraph (1), by striking ``a
nonbank financial company supervised by the
Board of Governors or'';
(ii) in paragraph (3), by striking ``the
nonbank financial company supervised by the
Board of Governors or'' each place such term
appears; and
(iii) in paragraph (4), by striking ``a
nonbank financial company supervised by the
Board of Governors or'';
(H) in subsection (g)(1), by striking ``and any
nonbank financial company supervised by the Board of
Governors'';
(I) in subsection (h)--
(i) by striking paragraph (1);
(ii) by redesignating paragraphs (2), (3),
and (4) as paragraphs (1), (2), and (3),
respectively;
(iii) in paragraph (1), as so redesignated,
by striking ``paragraph (3)'' each place such
term appears and inserting ``paragraph (2)'';
and
(iv) in paragraph (2), as so redesignated--
(I) in subparagraph (A), by
striking ``the nonbank financial
company supervised by the Board of
Governors or bank holding company
described in subsection (a), as
applicable'' and inserting ``a bank
holding company described in subsection
(a)''; and
(II) in subparagraph (B), by
striking ``the nonbank financial
company supervised by the Board of
Governors or a bank holding company
described in subsection (a), as
applicable'' and inserting ``a bank
holding company described in subsection
(a)'';
(J) in subsection (i)--
(i) in paragraph (1)--
(I) in subparagraph (A), by
striking ``, in coordination with the
appropriate primary financial
regulatory agencies and the Federal
Insurance Office,'';
(II) in subparagraph (B)--
(aa) by amending clause (i)
to read as follows:
``(i) shall--
``(I) issue regulations, after
providing for public notice and
comment, that provide for at least 3
different sets of conditions under
which the evaluation required by this
subsection shall be conducted,
including baseline, adverse, and
severely adverse, and methodologies,
including models used to estimate
losses on certain assets, and the Board
of Governors shall not carry out any
such evaluation until 60 days after
such regulations are issued; and
``(II) provide copies of such
regulations to the Comptroller General
of the United States and the Panel of
Economic Advisors of the Congressional
Budget Office before publishing such
regulations;'';
(bb) in clause (ii), by
striking ``and nonbank
financial companies'';
(cc) in clause (iv), by
striking ``and'' at the end;
(dd) in clause (v), by
striking the period and
inserting the following: ``,
including any results of a
resubmitted test;''; and
(ee) by adding at the end
the following:
``(vi) shall, in establishing the severely
adverse condition under clause (i), provide
detailed consideration of the model's effects
on financial stability and the cost and
availability of credit;
``(vii) shall, in developing the models and
methodologies and providing them for notice and
comment under this subparagraph, publish a
process to test the models and methodologies
for their potential to magnify systemic and
institutional risks instead of facilitating
increased resiliency;
``(viii) shall design and publish a process
to test and document the sensitivity and
uncertainty associated with the model system's
data quality, specifications, and assumptions;
and
``(ix) shall communicate the range and
sources of uncertainty surrounding the models
and methodologies.''; and
(III) by adding at the end the
following:
``(C) CCAR requirements.--
``(i) Parameters and consequences
applicable to ccar.--The requirements of
subparagraph (B) shall apply to CCAR.
``(ii) Two-year limitation.--The Board of
Governors may not subject a company to CCAR
more than once every two years.
``(iii) Limitation on qualitative capital
planning objections.--In carrying out CCAR, the
Board of Governors may not object to a
company's capital plan on the basis of
qualitative deficiencies in the company's
capital planning process.
``(iv) Company inquiries.--The Board of
Governors shall establish and publish
procedures for responding to inquiries from
companies subject to CCAR, including
establishing the time frame in which such
responses will be made, and make such
procedures publicly available.
``(v) CCAR defined.--For purposes of this
subparagraph and subparagraph (E), the term
`CCAR' means the Comprehensive Capital Analysis
and Review established by the Board of
Governors.''; and
(ii) in paragraph (2)--
(I) in subparagraph (A)--
(aa) by striking ``a bank
holding company'' and inserting
``bank holding company'';
(bb) by striking
``semiannual'' and inserting
``annual'';
(cc) by striking ``All
other financial companies'' and
inserting ``All other bank
holding companies''; and
(dd) by striking ``and are
regulated by a primary Federal
financial regulatory agency'';
(II) in subparagraph (B)--
(aa) by striking ``and to
its primary financial
regulatory agency''; and
(bb) by striking ``primary
financial regulatory agency''
the second time it appears and
inserting ``Board of
Governors''; and
(III) in subparagraph (C)--
(aa) by striking ``Each
Federal primary financial
regulatory agency, in
coordination with the Board of
Governors and the Federal
Insurance Office,'' and
inserting ``The Board of
Governors''; and
(bb) by striking
``consistent and comparable''.
(K) in subsection (j)--
(i) in paragraph (1), by striking ``or a
nonbank financial company supervised by the
Board of Governors''; and
(ii) in paragraph (2), by striking ``the
factors described in subsections (a) and (b) of
section 113 and any other'' and inserting
``any'';
(L) in subsection (k)(1), by striking ``or nonbank
financial company supervised by the Board of
Governors''; and
(M) by adding at the end the following:
``(l) Exemption for Qualifying Banking Organizations.--This section
shall not apply to a proposed acquisition by a qualifying banking
organization, as defined under section 605 of the Financial CHOICE Act
of 2017.''.
(c) Treatment of Other Resolution Plan Requirements.--
(1) In general.--With respect to an appropriate Federal
banking agency that requires a banking organization to submit
to the agency a resolution plan not described under section
165(d) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act--
(A) the agency shall comply with the requirements
of paragraphs (3) and (4) of such section 165(d);
(B) the agency may not require the submission of
such a resolution plan more often than every 2 years;
and
(C) paragraphs (6) and (7) of such section 165(d)
shall apply to such a resolution plan.
(2) Definitions.--For purposes of this subsection, the
terms ``appropriate Federal banking agency'' and ``banking
organization'' have the meaning given those terms,
respectively, under section 105.
(d) Actions to Create a Bank Holding Company.--Section 3(b)(1) of
the Bank Holding Company Act of 1956 (12 U.S.C. 1842(b)(1)) is
amended--
(1) by striking ``Upon receiving'' and inserting the
following:
``(A) In general.--Upon receiving'';
(2) by striking ``Notwithstanding any other provision'' and
inserting the following:
``(B) Immediate action.--
``(i) In general.--Notwithstanding any
other provision''; and
(3) by adding at the end the following:
``(ii) Exception.--The Board may not take
any action pursuant to clause (i) on an
application that would cause any company to
become a bank holding company unless such
application involves the company acquiring a
bank that is critically undercapitalized (as
such term is defined under section 38(b) of the
Federal Deposit Insurance Act).''.
(e) Concentration Limits Applied Only to Banking Organizations.--
Section 14 of the Bank Holding Company Act of 1956 (12 U.S.C. 1852) is
amended--
(1) by striking ``financial company'' each place such term
appears and inserting ``banking organization'';
(2) in subsection (a)--
(A) by amending paragraph (2) to read as follows:
``(2) the term `banking organization' means--
``(A) an insured depository institution;
``(B) a bank holding company;
``(C) a savings and loan holding company;
``(D) a company that controls an insured depository
institution; and
``(E) a foreign bank or company that is treated as
a bank holding company for purposes of this Act; and'';
(B) in paragraph (3)--
(i) in subparagraph (A)(ii), by adding
``and'' at the end;
(ii) in subparagraph (B)(ii), by striking
``; and'' and inserting a period; and
(iii) by striking subparagraph (C); and
(3) in subsection (b), by striking ``financial companies''
and inserting ``banking organizations''.
(f) Conforming Amendment.--Section 3502(5) of title 44, United
States Code, is amended by striking ``the Office of Financial
Research,''.
(g) Clerical Amendment.--The table of contents under section 1(b)
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the items relating to subtitle B of title I and
113, 114, 115, 116, 117, 119, 120, 121, 161, 162, 164, 166, 167, 168,
170, 172, 174, and 175.
SEC. 152. OPERATIONAL RISK CAPITAL REQUIREMENTS FOR BANKING
ORGANIZATIONS.
(a) In General.--An appropriate Federal banking agency may not
establish an operational risk capital requirement for banking
organizations, unless such requirement--
(1) is based on the risks posed by a banking organization's
current activities and businesses;
(2) is appropriately sensitive to the risks posed by such
current activities and businesses;
(3) is determined under a forward-looking assessment of
potential losses that may arise out of a banking organization's
current activities and businesses, which is not solely based on
a banking organization's historical losses; and
(4) permits adjustments based on qualifying operational
risk mitigants.
(b) Definitions.--For purposes of this section, the terms
``appropriate Federal banking agency'' and ``banking organization''
have the meaning given those terms, respectively, under section 605.
TITLE II--DEMANDING ACCOUNTABILITY FROM WALL STREET
Subtitle A--SEC Penalties Modernization
SEC. 211. ENHANCEMENT OF CIVIL PENALTIES FOR SECURITIES LAWS
VIOLATIONS.
(a) Updated Civil Money Penalties.--
(1) Securities act of 1933.--
(A) Money penalties in administrative actions.--
Section 8A(g)(2) of the Securities Act of 1933 (15
U.S.C. 77h-1(g)(2)) is amended--
(i) in subparagraph (A)--
(I) by striking ``$7,500'' and
inserting ``$10,000''; and
(II) by striking ``$75,000'' and
inserting ``$100,000'';
(ii) in subparagraph (B)--
(I) by striking ``$75,000'' and
inserting ``$100,000''; and
(II) by striking ``$375,000'' and
inserting ``$500,000''; and
(iii) by striking subparagraph (C) and
inserting the following:
``(C) Third tier.--
``(i) In general.--Notwithstanding
subparagraphs (A) and (B), the amount of
penalty for each such act or omission shall not
exceed the amount specified in clause (ii) if--
``(I) the act or omission described
in paragraph (1) involved fraud,
deceit, manipulation, or deliberate or
reckless disregard of a regulatory
requirement; and
``(II) such act or omission
directly or indirectly resulted in--
``(aa) substantial losses
or created a significant risk
of substantial losses to other
persons; or
``(bb) substantial
pecuniary gain to the person
who committed the act or
omission.
``(ii) Maximum amount of penalty.--The
amount referred to in clause (i) is the
greatest of--
``(I) $300,000 for a natural person
or $1,450,000 for any other person;
``(II) 3 times the gross amount of
pecuniary gain to the person who
committed the act or omission; or
``(III) the amount of losses
incurred by victims as a result of the
act or omission.''.
(B) Money penalties in civil actions.--Section
20(d)(2) of the Securities Act of 1933 (15 U.S.C.
77t(d)(2)) is amended--
(i) in subparagraph (A)--
(I) by striking ``$5,000'' and
inserting ``$10,000''; and
(II) by striking ``$50,000'' and
inserting ``$100,000'';
(ii) in subparagraph (B)--
(I) by striking ``$50,000'' and
inserting ``$100,000''; and
(II) by striking ``$250,000'' and
inserting ``$500,000''; and
(iii) by striking subparagraph (C) and
inserting the following:
``(C) Third tier.--
``(i) In general.--Notwithstanding
subparagraphs (A) and (B), the amount of
penalty for each such violation shall not
exceed the amount specified in clause (ii) if--
``(I) the violation described in
paragraph (1) involved fraud, deceit,
manipulation, or deliberate or reckless
disregard of a regulatory requirement;
and
``(II) such violation directly or
indirectly resulted in substantial
losses or created a significant risk of
substantial losses to other persons.
``(ii) Maximum amount of penalty.--The
amount referred to in clause (i) is the
greatest of--
``(I) $300,000 for a natural person
or $1,450,000 for any other person;
``(II) 3 times the gross amount of
pecuniary gain to such defendant as a
result of the violation; or
``(III) the amount of losses
incurred by victims as a result of the
violation.''.
(2) Securities exchange act of 1934.--
(A) Money penalties in civil actions.--Section
21(d)(3)(B) of the Securities Exchange Act of 1934 (15
U.S.C. 78u(d)(3)(B)) is amended--
(i) in clause (i)--
(I) by striking ``$5,000'' and
inserting ``$10,000''; and
(II) by striking ``$50,000'' and
inserting ``$100,000'';
(ii) in clause (ii)--
(I) by striking ``$50,000'' and
inserting ``$100,000''; and
(II) by striking ``$250,000'' and
inserting ``$500,000''; and
(iii) by striking clause (iii) and
inserting the following:
``(iii) Third tier.--
``(I) In general.--Notwithstanding clauses
(i) and (ii), the amount of penalty for each
such violation shall not exceed the amount
specified in subclause (II) if--
``(aa) the violation described in
subparagraph (A) involved fraud,
deceit, manipulation, or deliberate or
reckless disregard of a regulatory
requirement; and
``(bb) such violation directly or
indirectly resulted in substantial
losses or created a significant risk of
substantial losses to other persons.
``(II) Maximum amount of penalty.--The
amount referred to in subclause (I) is the
greatest of--
``(aa) $300,000 for a natural
person or $1,450,000 for any other
person;
``(bb) 3 times the gross amount of
pecuniary gain to such defendant as a
result of the violation; or
``(cc) the amount of losses
incurred by victims as a result of the
violation.''.
(B) Money penalties in administrative actions.--
Section 21B(b) of the Securities Exchange Act of 1934
(15 U.S.C. 78u-2(b)) is amended--
(i) in paragraph (1)--
(I) by striking ``$5,000'' and
inserting ``$10,000''; and
(II) by striking ``$50,000'' and
inserting ``$100,000'';
(ii) in paragraph (2)--
(I) by striking ``$50,000'' and
inserting ``$100,000''; and
(II) by striking ``$250,000'' and
inserting ``$500,000''; and
(iii) by striking paragraph (3) and
inserting the following:
``(3) Third tier.--
``(A) In general.--Notwithstanding paragraphs (1)
and (2), the amount of penalty for each such act or
omission shall not exceed the amount specified in
subparagraph (B) if--
``(i) the act or omission described in
subsection (a) involved fraud, deceit,
manipulation, or deliberate or reckless
disregard of a regulatory requirement; and
``(ii) such act or omission directly or
indirectly resulted in substantial losses or
created a significant risk of substantial
losses to other persons or resulted in
substantial pecuniary gain to the person who
committed the act or omission.
``(B) Maximum amount of penalty.--The amount
referred to in subparagraph (A) is the greatest of--
``(i) $300,000 for a natural person or
$1,450,000 for any other person;
``(ii) 3 times the gross amount of
pecuniary gain to the person who committed the
act or omission; or
``(iii) the amount of losses incurred by
victims as a result of the act or omission.''.
(3) Investment company act of 1940.--
(A) Money penalties in administrative actions.--
Section 9(d)(2) of the Investment Company Act of 1940
(15 U.S.C. 80a-9(d)(2)) is amended--
(i) in subparagraph (A)--
(I) by striking ``$5,000'' and
inserting ``$10,000''; and
(II) by striking ``$50,000'' and
inserting ``$100,000'';
(ii) in subparagraph (B)--
(I) by striking ``$50,000'' and
inserting ``$100,000''; and
(II) by striking ``$250,000'' and
inserting ``$500,000''; and
(iii) by striking subparagraph (C) and
inserting the following:
``(C) Third tier.--
``(i) In general.--Notwithstanding
subparagraphs (A) and (B), the amount of
penalty for each such act or omission shall not
exceed the amount specified in clause (ii) if--
``(I) the act or omission described
in paragraph (1) involved fraud,
deceit, manipulation, or deliberate or
reckless disregard of a regulatory
requirement; and
``(II) such act or omission
directly or indirectly resulted in
substantial losses or created a
significant risk of substantial losses
to other persons or resulted in
substantial pecuniary gain to the
person who committed the act or
omission.
``(ii) Maximum amount of penalty.--The
amount referred to in clause (i) is the
greatest of--
``(I) $300,000 for a natural person
or $1,450,000 for any other person;
``(II) 3 times the gross amount of
pecuniary gain to the person who
committed the act or omission; or
``(III) the amount of losses
incurred by victims as a result of the
act or omission.''.
(B) Money penalties in civil actions.--Section
42(e)(2) of the Investment Company Act of 1940 (15
U.S.C. 80a-41(e)(2)) is amended--
(i) in subparagraph (A)--
(I) by striking ``$5,000'' and
inserting ``$10,000''; and
(II) by striking ``$50,000'' and
inserting ``$100,000'';
(ii) in subparagraph (B)--
(I) by striking ``$50,000'' and
inserting ``$100,000''; and
(II) by striking ``$250,000'' and
inserting ``$500,000''; and
(iii) by striking subparagraph (C) and
inserting the following:
``(C) Third tier.--
``(i) In general.--Notwithstanding
subparagraphs (A) and (B), the amount of
penalty for each such violation shall not
exceed the amount specified in clause (ii) if--
``(I) the violation described in
paragraph (1) involved fraud, deceit,
manipulation, or deliberate or reckless
disregard of a regulatory requirement;
and
``(II) such violation directly or
indirectly resulted in substantial
losses or created a significant risk of
substantial losses to other persons.
``(ii) Maximum amount of penalty.--The
amount referred to in clause (i) is the
greatest of--
``(I) $300,000 for a natural person
or $1,450,000 for any other person;
``(II) 3 times the gross amount of
pecuniary gain to such defendant as a
result of the violation; or
``(III) the amount of losses
incurred by victims as a result of the
violation.''.
(4) Investment advisers act of 1940.--
(A) Money penalties in administrative actions.--
Section 203(i)(2) of the Investment Advisers Act of
1940 (15 U.S.C. 80b-3(i)(2)) is amended--
(i) in subparagraph (A)--
(I) by striking ``$5,000'' and
inserting ``$10,000''; and
(II) by striking ``$50,000'' and
inserting ``$100,000'';
(ii) in subparagraph (B)--
(I) by striking ``$50,000'' and
inserting ``$100,000''; and
(II) by striking ``$250,000'' and
inserting ``$500,000''; and
(iii) by striking subparagraph (C) and
inserting the following:
``(C) Third tier.--
``(i) In general.--Notwithstanding
subparagraphs (A) and (B), the amount of
penalty for each such act or omission shall not
exceed the amount specified in clause (ii) if--
``(I) the act or omission described
in paragraph (1) involved fraud,
deceit, manipulation, or deliberate or
reckless disregard of a regulatory
requirement; and
``(II) such act or omission
directly or indirectly resulted in
substantial losses or created a
significant risk of substantial losses
to other persons or resulted in
substantial pecuniary gain to the
person who committed the act or
omission.
``(ii) Maximum amount of penalty.--The
amount referred to in clause (i) is the
greatest of--
``(I) $300,000 for a natural person
or $1,450,000 for any other person;
``(II) 3 times the gross amount of
pecuniary gain to the person who
committed the act or omission; or
``(III) the amount of losses
incurred by victims as a result of the
act or omission.''.
(B) Money penalties in civil actions.--Section
209(e)(2) of the Investment Advisers Act of 1940 (15
U.S.C. 80b-9(e)(2)) is amended--
(i) in subparagraph (A)--
(I) by striking ``$5,000'' and
inserting ``$10,000''; and
(II) by striking ``$50,000'' and
inserting ``$100,000'';
(ii) in subparagraph (B)--
(I) by striking ``$50,000'' and
inserting ``$100,000''; and
(II) by striking ``$250,000'' and
inserting ``$500,000''; and
(iii) by striking subparagraph (C) and
inserting the following:
``(C) Third tier.--
``(i) In general.--Notwithstanding
subparagraphs (A) and (B), the amount of
penalty for each such violation shall not
exceed the amount specified in clause (ii) if--
``(I) the violation described in
paragraph (1) involved fraud, deceit,
manipulation, or deliberate or reckless
disregard of a regulatory requirement;
and
``(II) such violation directly or
indirectly resulted in substantial
losses or created a significant risk of
substantial losses to other persons.
``(ii) Maximum amount of penalty.--The
amount referred to in clause (i) is the
greatest of--
``(I) $300,000 for a natural person
or $1,450,000 for any other person;
``(II) 3 times the gross amount of
pecuniary gain to such defendant as a
result of the violation; or
``(III) the amount of losses
incurred by victims as a result of the
violation.''.
(b) Penalties for Recidivists.--
(1) Securities act of 1933.--
(A) Money penalties in administrative actions.--
Section 8A(g)(2) of the Securities Act of 1933 (15
U.S.C. 77h-1(g)(2)) is amended by adding at the end the
following:
``(D) Fourth tier.--Notwithstanding subparagraphs
(A), (B), and (C), the maximum amount of penalty for
each such act or omission shall be 3 times the
otherwise applicable amount in such subparagraphs if,
within the 5-year period preceding such act or
omission, the person who committed the act or omission
was criminally convicted for securities fraud or became
subject to a judgment or order imposing monetary,
equitable, or administrative relief in any Commission
action alleging fraud by that person.''.
(B) Money penalties in civil actions.--Section
20(d)(2) of the Securities Act of 1933 (15 U.S.C.
77t(d)(2)) is amended by adding at the end the
following:
``(D) Fourth tier.--Notwithstanding subparagraphs
(A), (B), and (C), the maximum amount of penalty for
each such violation shall be 3 times the otherwise
applicable amount in such subparagraphs if, within the
5-year period preceding such violation, the defendant
was criminally convicted for securities fraud or became
subject to a judgment or order imposing monetary,
equitable, or administrative relief in any Commission
action alleging fraud by that defendant.''.
(2) Securities exchange act of 1934.--
(A) Money penalties in civil actions.--Section
21(d)(3)(B) of the Securities Exchange Act of 1934 (15
U.S.C. 78u(d)(3)(B)) is amended by adding at the end
the following:
``(iv) Fourth tier.--Notwithstanding
clauses (i), (ii), and (iii), the maximum
amount of penalty for each such violation shall
be 3 times the otherwise applicable amount in
such clauses if, within the 5-year period
preceding such violation, the defendant was
criminally convicted for securities fraud or
became subject to a judgment or order imposing
monetary, equitable, or administrative relief
in any Commission action alleging fraud by that
defendant.''.
(B) Money penalties in administrative actions.--
Section 21B(b) of the Securities Exchange Act of 1934
(15 U.S.C. 78u-2(b)) is amended by adding at the end
the following:
``(4) Fourth tier.--Notwithstanding paragraphs (1), (2),
and (3), the maximum amount of penalty for each such act or
omission shall be 3 times the otherwise applicable amount in
such paragraphs if, within the 5-year period preceding such act
or omission, the person who committed the act or omission was
criminally convicted for securities fraud or became subject to
a judgment or order imposing monetary, equitable, or
administrative relief in any Commission action alleging fraud
by that person.''.
(3) Investment company act of 1940.--
(A) Money penalties in administrative actions.--
Section 9(d)(2) of the Investment Company Act of 1940
(15 U.S.C. 80a-9(d)(2)) is amended by adding at the end
the following:
``(D) Fourth tier.--Notwithstanding subparagraphs
(A), (B), and (C), the maximum amount of penalty for
each such act or omission shall be 3 times the
otherwise applicable amount in such subparagraphs if,
within the 5-year period preceding such act or
omission, the person who committed the act or omission
was criminally convicted for securities fraud or became
subject to a judgment or order imposing monetary,
equitable, or administrative relief in any Commission
action alleging fraud by that person.''.
(B) Money penalties in civil actions.--Section
42(e)(2) of the Investment Company Act of 1940 (15
U.S.C. 80a-41(e)(2)) is amended by adding at the end
the following:
``(D) Fourth tier.--Notwithstanding subparagraphs
(A), (B), and (C), the maximum amount of penalty for
each such violation shall be 3 times the otherwise
applicable amount in such subparagraphs if, within the
5-year period preceding such violation, the defendant
was criminally convicted for securities fraud or became
subject to a judgment or order imposing monetary,
equitable, or administrative relief in any Commission
action alleging fraud by that defendant.''.
(4) Investment advisers act of 1940.--
(A) Money penalties in administrative actions.--
Section 203(i)(2) of the Investment Advisers Act of
1940 (15 U.S.C. 80b-3(i)(2)) is amended by adding at
the end the following:
``(D) Fourth tier.--Notwithstanding subparagraphs
(A), (B), and (C), the maximum amount of penalty for
each such act or omission shall be 3 times the
otherwise applicable amount in such subparagraphs if,
within the 5-year period preceding such act or
omission, the person who committed the act or omission
was criminally convicted for securities fraud or became
subject to a judgment or order imposing monetary,
equitable, or administrative relief in any Commission
action alleging fraud by that person.''.
(B) Money penalties in civil actions.--Section
209(e)(2) of the Investment Advisers Act of 1940 (15
U.S.C. 80b-9(e)(2)) is amended by adding at the end the
following:
``(D) Fourth tier.--Notwithstanding subparagraphs
(A), (B), and (C), the maximum amount of penalty for
each such violation shall be 3 times the otherwise
applicable amount in such subparagraphs if, within the
5-year period preceding such violation, the defendant
was criminally convicted for securities fraud or became
subject to a judgment or order imposing monetary,
equitable, or administrative relief in any Commission
action alleging fraud by that defendant.''.
(c) Violations of Injunctions and Bars.--
(1) Securities act of 1933.--Section 20(d) of the
Securities Act of 1933 (15 U.S.C. 77t(d)) is amended--
(A) in paragraph (1), by inserting after ``the
rules or regulations thereunder,'' the following: ``a
Federal court injunction or a bar obtained or entered
by the Commission under this title,''; and
(B) by striking paragraph (4) and inserting the
following:
``(4) Special provisions relating to a violation of an
injunction or certain orders.--
``(A) In general.--Each separate violation of an
injunction or order described in subparagraph (B) shall
be a separate offense, except that in the case of a
violation through a continuing failure to comply with
such injunction or order, each day of the failure to
comply with the injunction or order shall be deemed a
separate offense.
``(B) Injunctions and orders.--Subparagraph (A)
shall apply with respect to any action to enforce--
``(i) a Federal court injunction obtained
pursuant to this title;
``(ii) an order entered or obtained by the
Commission pursuant to this title that bars,
suspends, places limitations on the activities
or functions of, or prohibits the activities
of, a person; or
``(iii) a cease-and-desist order entered by
the Commission pursuant to section 8A.''.
(2) Securities exchange act of 1934.--Section 21(d)(3) of
the Securities Exchange Act of 1934 (15 U.S.C. 78u(d)(3)) is
amended--
(A) in subparagraph (A), by inserting after ``the
rules or regulations thereunder,'' the following: ``a
Federal court injunction or a bar obtained or entered
by the Commission under this title,''; and
(B) by striking subparagraph (D) and inserting the
following:
``(D) Special provisions relating to a violation of an
injunction or certain orders.--
``(i) In general.--Each separate violation of an
injunction or order described in clause (ii) shall be a
separate offense, except that in the case of a
violation through a continuing failure to comply with
such injunction or order, each day of the failure to
comply with the injunction or order shall be deemed a
separate offense.
``(ii) Injunctions and orders.--Clause (i) shall
apply with respect to an action to enforce--
``(I) a Federal court injunction obtained
pursuant to this title;
``(II) an order entered or obtained by the
Commission pursuant to this title that bars,
suspends, places limitations on the activities
or functions of, or prohibits the activities
of, a person; or
``(III) a cease-and-desist order entered by
the Commission pursuant to section 21C.''.
(3) Investment company act of 1940.--Section 42(e) of the
Investment Company Act of 1940 (15 U.S.C. 80a-41(e)) is
amended--
(A) in paragraph (1), by inserting after ``the
rules or regulations thereunder,'' the following: ``a
Federal court injunction or a bar obtained or entered
by the Commission under this title,''; and
(B) by striking paragraph (4) and inserting the
following:
``(4) Special provisions relating to a violation of an
injunction or certain orders.--
``(A) In general.--Each separate violation of an
injunction or order described in subparagraph (B) shall
be a separate offense, except that in the case of a
violation through a continuing failure to comply with
such injunction or order, each day of the failure to
comply with the injunction or order shall be deemed a
separate offense.
``(B) Injunctions and orders.--Subparagraph (A)
shall apply with respect to any action to enforce--
``(i) a Federal court injunction obtained
pursuant to this title;
``(ii) an order entered or obtained by the
Commission pursuant to this title that bars,
suspends, places limitations on the activities
or functions of, or prohibits the activities
of, a person; or
``(iii) a cease-and-desist order entered by
the Commission pursuant to section 9(f).''.
(4) Investment advisers act of 1940.--Section 209(e) of the
Investment Advisers Act of 1940 (15 U.S.C. 80b-9(e)) is
amended--
(A) in paragraph (1), by inserting after ``the
rules or regulations thereunder,'' the following: ``a
Federal court injunction or a bar obtained or entered
by the Commission under this title,''; and
(B) by striking paragraph (4) and inserting the
following:
``(4) Special provisions relating to a violation of an
injunction or certain orders.--
``(A) In general.--Each separate violation of an
injunction or order described in subparagraph (B) shall
be a separate offense, except that in the case of a
violation through a continuing failure to comply with
such injunction or order, each day of the failure to
comply with the injunction or order shall be deemed a
separate offense.
``(B) Injunctions and orders.--Subparagraph (A)
shall apply with respect to any action to enforce--
``(i) a Federal court injunction obtained
pursuant to this title;
``(ii) an order entered or obtained by the
Commission pursuant to this title that bars,
suspends, places limitations on the activities
or functions of, or prohibits the activities
of, a person; or
``(iii) a cease-and-desist order entered by
the Commission pursuant to section 203(k).''.
(d) Effective Date.--The amendments made by this section shall
apply with respect to conduct that occurs after the date of the
enactment of this Act.
SEC. 212. UPDATED CIVIL MONEY PENALTIES OF PUBLIC COMPANY ACCOUNTING
OVERSIGHT BOARD.
(a) In General.--Section 105(c)(4)(D) of the Sarbanes-Oxley Act of
2002 (15 U.S.C. 7215(c)(4)(D)) is amended--
(1) in clause (i)--
(A) by striking ``$100,000'' and inserting
``$200,000''; and
(B) by striking ``$2,000,000'' and inserting
``$4,000,000''; and
(2) in clause (ii)--
(A) by striking ``$750,000'' and inserting
``$1,500,000''; and
(B) by striking ``$15,000,000'' and inserting
``$22,000,000''.
(b) Effective Date.--The amendments made by this section shall
apply with respect to conduct that occurs after the date of the
enactment of this Act.
SEC. 213. UPDATED CIVIL MONEY PENALTY FOR CONTROLLING PERSONS IN
CONNECTION WITH INSIDER TRADING.
(a) In General.--Section 21A(a)(3) of the Securities Exchange Act
of 1934 (15 U.S.C. 78u-1(a)(3)) is amended by striking ``$1,000,000''
and inserting ``$2,500,000''.
(b) Effective Date.--The amendment made by this section shall apply
with respect to conduct that occurs after the date of the enactment of
this Act.
SEC. 214. UPDATE OF CERTAIN OTHER PENALTIES.
(a) In General.--Section 32 of the Securities Exchange Act of 1934
(15 U.S.C. 78ff) is amended--
(1) in subsection (a), by striking ``$5,000,000'' and
inserting ``$7,000,000''; and
(2) in subsection (c)--
(A) in paragraph (1)--
(i) in subparagraph (A), by striking
``$2,000,000'' and inserting ``$4,000,000'';
and
(ii) in subparagraph (B), by striking
``$10,000'' and inserting ``$50,000''; and
(B) in paragraph (2)--
(i) in subparagraph (A), by striking
``$100,000'' and inserting ``$250,000''; and
(ii) in subparagraph (B), by striking
``$10,000'' and inserting ``$50,000''.
(b) Effective Date.--The amendments made by this section shall
apply with respect to conduct that occurs after the date of the
enactment of this Act.
SEC. 215. MONETARY SANCTIONS TO BE USED FOR THE RELIEF OF VICTIMS.
(a) In General.--Section 308(a) of the Sarbanes-Oxley Act of 2002
(15 U.S.C. 7246(a)) is amended to read as follows:
``(a) Monetary Sanctions to Be Used for the Relief of Victims.--
``(1) In general.--If, in any judicial or administrative
action brought by the Commission under the securities laws, the
Commission obtains a monetary sanction (as defined in section
21F(a) of the Securities Exchange Act of 1934) against any
person for a violation of such laws, or such person agrees, in
settlement of any such action, to such monetary sanction, the
amount of such monetary sanction shall, on the motion or at the
direction of the Commission, be added to and become part of a
disgorgement fund or other fund established for the benefit of
the victims of such violation.
``(2) Definition of victim.--In this subsection, the term
`victim' has the meaning given the term `crime victim' in
section 3771(e) of title 18, United States Code.''.
(b) Monetary Sanction Defined.--Section 21F(a)(4)(A) of the
Securities Exchange Act of 1934 (15 U.S.C. 78u-6(a)(4)(A)) is amended
by striking ``ordered'' and inserting ``required''.
(c) Effective Date.--The amendments made by this section apply with
respect to any monetary sanction ordered or required to be paid before
or after the date of enactment of this Act.
SEC. 216. GAO REPORT ON USE OF CIVIL MONEY PENALTY AUTHORITY BY
COMMISSION.
(a) In General.--Not later than 2 years after the date of the
enactment of this Act, the Comptroller General of the United States
shall submit to the Committee on Financial Services of the House of
Representatives and the Committee on Banking, Housing, and Urban
Affairs of the Senate a report on the use by the Commission of the
authority to impose or obtain civil money penalties for violations of
the securities laws during the period beginning on June 1, 2010, and
ending on the date of the enactment of this Act.
(b) Matters Required To Be Included.--The matters covered by the
report required by subsection (a) shall include the following:
(1) The types of violations for which civil money penalties
were imposed or obtained.
(2) The types of persons on whom civil money penalties were
imposed or from whom such penalties were obtained.
(3) The number and dollar amount of civil money penalties
imposed or obtained, disaggregated as follows:
(A) Penalties imposed in administrative actions and
penalties obtained in judicial actions.
(B) Penalties imposed on or obtained from issuers
(individual and aggregate filers) and penalties imposed
on or obtained from other persons.
(C) Penalties permitted to be retained for use by
the Commission and penalties deposited in the general
fund of the Treasury of the United States.
(4) For penalties imposed on or obtained from issuers:
(A) Whether the violations involved resulted in
direct economic benefit to the issuers.
(B) The impact of the penalties on the shareholders
of the issuers.
(c) Definitions.--In this section, the terms ``Commission'',
``issuer'', and ``securities laws'' have the meanings given such terms
in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C.
78c(a)).
Subtitle B--FIRREA Penalties Modernization
SEC. 221. INCREASE OF CIVIL AND CRIMINAL PENALTIES ORIGINALLY
ESTABLISHED IN THE FINANCIAL INSTITUTIONS REFORM,
RECOVERY, AND ENFORCEMENT ACT OF 1989.
(a) Amendments to FIRREA.--Section 951(b) of the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C.
1833a(b)) is amended--
(1) in paragraph (1), by striking ``$1,000,000'' and
inserting ``$1,500,000''; and
(2) in paragraph (2), by striking ``$1,000,000 per day or
$5,000,000'' and inserting ``$1,500,000 per day or
$7,500,000''.
(b) Amendments to the Home Owners' Loan Act.--The Home Owners' Loan
Act (12 U.S.C. 1461 et seq.) is amended--
(1) in section 5(v)(6), by striking ``$1,000,000'' and
inserting ``$1,500,000''; and
(2) in section 10--
(A) in subsection (r)(3), by striking
``$1,000,000'' and inserting ``$1,500,000''; and
(B) in subsection (i)(1)(B), by striking
``$1,000,000'' and inserting ``$1,500,000''.
(c) Amendments to the Federal Deposit Insurance Act.--The Federal
Deposit Insurance Act (12 U.S.C. 1811 et seq.) is amended--
(1) in section 7--
(A) in subsection (a)(1), by striking
``$1,000,000'' and inserting ``$1,500,000''; and
(B) in subsection (j)(16)(D), by striking
``$1,000,000'' each place such term appears and
inserting ``$1,500,000'';
(2) in section 8--
(A) in subsection (i)(2)(D), by striking
``$1,000,000'' each place such term appears and
inserting ``$1,500,000''; and
(B) in subsection (j), by striking ``$1,000,000''
and inserting ``$1,500,000''; and
(3) in section 19(b), by striking ``$1,000,000'' and
inserting ``$1,500,000''.
(d) Amendments to the Federal Credit Union Act.--The Federal Credit
Union Act (12 U.S.C. 1751 et seq.) is amended--
(1) in section 202(a)(3), by striking ``$1,000,000'' and
inserting ``$1,500,000'';
(2) in section 205(d)(3), by striking ``$1,000,000'' and
inserting ``$1,500,000''; and
(3) in section 206--
(A) in subsection (k)(2)(D), by striking
``$1,000,000'' each place such term appears and
inserting ``$1,500,000''; and
(B) in subsection (l), by striking ``$1,000,000''
and inserting ``$1,500,000''.
(e) Amendments to the Revised Statutes of the United States.--Title
LXII of the Revised Statutes of the United States is amended--
(1) in section 5213(c), by striking ``$1,000,000'' and
inserting ``$1,500,000''; and
(2) in section 5239(b)(4), by striking ``$1,000,000'' each
place such term appears and inserting ``$1,500,000''.
(f) Amendments to the Federal Reserve Act.--The Federal Reserve Act
(12 U.S.C. 221 et seq.) is amended--
(1) in the 6th undesignated paragraph of section 9, by
striking ``$1,000,000'' and inserting ``$1,500,000'';
(2) in section 19(l)(4), by striking ``$1,000,000'' each
place such term appears and inserting ``$1,500,000''; and
(3) in section 29(d), by striking ``$1,000,000'' each place
such term appears and inserting ``$1,500,000''.
(g) Amendments to the Bank Holding Company Act Amendments of
1970.--Section 106(b)(2)(F)(iv) of the Bank Holding Company Act
Amendments of 1970 (12 U.S.C. 1978(b)(2)(F)(iv)) is amended by striking
``$1,000,000'' each place such term appears and inserting
``$1,500,000''.
(h) Amendments to the Bank Holding Company Act of 1956.--Section 8
of the Bank Holding Company Act of 1956 (12 U.S.C. 1847) is amended--
(1) in subsection (a)(2), by striking ``$1,000,000'' and
inserting ``$1,500,000''; and
(2) in subsection (d)(3), by striking ``$1,000,000'' and
inserting ``$1,500,000''.
(i) Amendments to Title 18, United States Code.--Title 18, United
States Code, is amended--
(1) in section 215(a) of chapter 11, by striking
``$1,000,000'' and inserting ``$1,500,000'';
(2) in chapter 31--
(A) in section 656, by striking ``$1,000,000'' and
inserting ``$1,500,000''; and
(B) in section 657, by striking ``$1,000,000'' and
inserting ``$1,500,000'';
(3) in chapter 47--
(A) in section 1005, by striking ``$1,000,000'' and
inserting ``$1,500,000'';
(B) in section 1006, by striking ``$1,000,000'' and
inserting ``$1,500,000'';
(C) in section 1007, by striking ``$1,000,000'' and
inserting ``$1,500,000''; and
(D) in section 1014, by striking ``$1,000,000'' and
inserting ``$1,500,000''; and
(4) in chapter 63--
(A) in section 1341, by striking ``$1,000,000'' and
inserting ``$1,500,000'';
(B) in section 1343, by striking ``$1,000,000'' and
inserting ``$1,500,000''; and
(C) in section 1344, by striking ``$1,000,000'' and
inserting ``$1,500,000''.
TITLE III--DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND
DEVOLVING POWER AWAY FROM WASHINGTON
Subtitle A--Cost-Benefit Analyses
SEC. 311. DEFINITIONS.
As used in this subtitle--
(1) the term ``agency'' means the Board of Governors of the
Federal Reserve System, the Consumer Law Enforcement Agency,
the Commodity Futures Trading Commission, the Federal Deposit
Insurance Corporation, the Federal Housing Finance Agency, the
Office of the Comptroller of the Currency, the National Credit
Union Administration, and the Securities and Exchange
Commission;
(2) the term ``chief economist'' means--
(A) with respect to the Board of Governors of the
Federal Reserve System, the Director of the Division of
Research and Statistics, or an employee of the agency
with comparable authority;
(B) with respect to the Consumer Law Enforcement
Agency, the Head of the Office of Economic Analysis, or
an employee of the agency with comparable authority;
(C) with respect to the Commodity Futures Trading
Commission, the Chief Economist, or an employee of the
agency with comparable authority;
(D) with respect to the Federal Deposit Insurance
Corporation, the Director of the Division of Insurance
and Research, or an employee of the agency with
comparable authority;
(E) with respect to the Federal Housing Finance
Agency, the Chief Economist, or an employee of the
agency with comparable authority;
(F) with respect to the Office of the Comptroller
of the Currency, the Director for Policy Analysis, or
an employee of the agency with comparable authority;
(G) with respect to the National Credit Union
Administration, the Chief Economist, or an employee of
the agency with comparable authority; and
(H) with respect to the Securities and Exchange
Commission, the Director of the Division of Economic
and Risk Analysis, or an employee of the agency with
comparable authority;
(3) the term ``Council'' means the Chief Economists Council
established under section 318; and
(4) the term ``regulation''--
(A) means an agency statement of general
applicability and future effect that is designed to
implement, interpret, or prescribe law or policy or to
describe the procedure or practice requirements of an
agency, including rules, orders of general
applicability, interpretive releases, and other
statements of general applicability that the agency
intends to have the force and effect of law; and
(B) does not include--
(i) a regulation issued in accordance with
the formal rulemaking provisions of section 556
or 557 of title 5, United States Code;
(ii) a regulation that is limited to agency
organization, management, or personnel matters;
(iii) a regulation promulgated pursuant to
statutory authority that expressly prohibits
compliance with this provision;
(iv) a regulation that is certified by the
agency to be an emergency action, if such
certification is published in the Federal
Register;
(v) a regulation that is promulgated by the
Board of Governors of the Federal Reserve
System or the Federal Open Market Committee
under section 10A, 10B, 13, 13A, or 19 of the
Federal Reserve Act, or any of subsections (a)
through (f) of section 14 of that Act; or
(vi) a regulation filed with the Commission
by the Public Company Accounting Oversight
Board, the Municipal Securities Rulemaking
Board, or any national securities association
registered under section 15A of the Securities
Exchange Act of 1934 (15 U.S.C. 78o-4(a)) for
which the board or association has itself
conducted the cost-benefit analysis and
otherwise complied with the requirements of
section 312.
SEC. 312. REQUIRED REGULATORY ANALYSIS.
(a) Requirements for Notices of Proposed Rulemaking.--An agency may
not issue a notice of proposed rulemaking unless the agency includes in
the notice of proposed rulemaking an analysis that contains, at a
minimum, with respect to each regulation that is being proposed--
(1) an identification of the need for the regulation and
the regulatory objective, including identification of the
nature and significance of the market failure, regulatory
failure, or other problem that necessitates the regulation;
(2) an explanation of why the private market or State,
local, or tribal authorities cannot adequately address the
identified market failure or other problem;
(3) an analysis of the adverse impacts to regulated
entities, other market participants, economic activity, or
agency effectiveness that are engendered by the regulation and
the magnitude of such adverse impacts;
(4) a quantitative and qualitative assessment of all
anticipated direct and indirect costs and benefits of the
regulation (as compared to a benchmark that assumes the absence
of the regulation), including--
(A) compliance costs;
(B) effects on economic activity, net job creation
(excluding jobs related to ensuring compliance with the
regulation), efficiency, competition, and capital
formation;
(C) regulatory administrative costs; and
(D) costs imposed by the regulation on State,
local, or tribal governments or other regulatory
authorities;
(5) if quantified benefits do not outweigh quantitative
costs, a justification for the regulation;
(6) an identification and assessment of all available
alternatives to the regulation, including modification of an
existing regulation or statute, together with--
(A) an explanation of why the regulation meets the
objectives of the regulation more effectively than the
alternatives, and if the agency is proposing multiple
alternatives, an explanation of why a notice of
proposed rulemaking, rather than an advanced notice of
proposed rulemaking, is appropriate; and
(B) if the regulation is not a pilot program, an
explanation of why a pilot program is not appropriate;
(7) if the regulation specifies the behavior or manner of
compliance, an explanation of why the agency did not instead
specify performance objectives;
(8) an assessment of how the burden imposed by the
regulation will be distributed among market participants,
including whether consumers, investors, small businesses, or
independent financial firms and advisors will be
disproportionately burdened;
(9) an assessment of the extent to which the regulation is
inconsistent, incompatible, or duplicative with the existing
regulations of the agency or those of other domestic and
international regulatory authorities with overlapping
jurisdiction;
(10) a description of any studies, surveys, or other data
relied upon in preparing the analysis;
(11) an assessment of the degree to which the key
assumptions underlying the analysis are subject to uncertainty;
and
(12) an explanation of predicted changes in market
structure and infrastructure and in behavior by market
participants, including consumers and investors, assuming that
they will pursue their economic interests.
(b) Requirements for Notices of Final Rulemaking.--
(1) In general.--Notwithstanding any other provision of
law, an agency may not issue a notice of final rulemaking with
respect to a regulation unless the agency--
(A) has issued a notice of proposed rulemaking for
the relevant regulation;
(B) has conducted and includes in the notice of
final rulemaking an analysis that contains, at a
minimum, the elements required under subsection (a);
and
(C) includes in the notice of final rulemaking
regulatory impact metrics selected by the chief
economist to be used in preparing the report required
pursuant to section 315.
(2) Consideration of comments.--The agency shall
incorporate in the elements described in paragraph (1)(B) the
data and analyses provided to the agency by commenters during
the comment period, or explain why the data or analyses are not
being incorporated.
(3) Comment period.--An agency shall not publish a notice
of final rulemaking with respect to a regulation, unless the
agency--
(A) has allowed at least 90 days from the date of
publication in the Federal Register of the notice of
proposed rulemaking for the submission of public
comments; or
(B) includes in the notice of final rulemaking an
explanation of why the agency was not able to provide a
90-day comment period.
(4) Prohibited rules.--
(A) In general.--An agency may not publish a notice
of final rulemaking if the agency, in its analysis
under paragraph (1)(B), determines that the quantified
costs are greater than the quantified benefits under
subsection (a)(5).
(B) Publication of analysis.--If the agency is
precluded by subparagraph (A) from publishing a notice
of final rulemaking, the agency shall publish in the
Federal Register and on the public website of the
agency its analysis under paragraph (1)(B), and provide
the analysis to each House of Congress.
(C) Congressional waiver.--If the agency is
precluded by subparagraph (A) from publishing a notice
of final rulemaking, Congress, by joint resolution
pursuant to the procedures set forth for joint
resolutions in section 802 of title 5, United States
Code, may direct the agency to publish a notice of
final rulemaking notwithstanding the prohibition
contained in subparagraph (A). In applying section 802
of title 5, United States Code, for purposes of this
paragraph, section 802(e)(2) shall not apply and the
terms--
(i) ``joint resolution'' or ``joint
resolution described in subsection (a)'' means
only a joint resolution introduced during the
period beginning on the submission or
publication date and ending 60 days thereafter
(excluding days either House of Congress is
adjourned for more than 3 days during a session
of Congress), the matter after the resolving
clause of which is as follows: ``That Congress
directs, notwithstanding the prohibition
contained in section 312(b)(4)(A) of the
Financial CHOICE Act of 2017, the __ to publish
the notice of final rulemaking for the
regulation or regulations that were the subject
of the analysis submitted by the __ to Congress
on __.'' (The blank spaces being appropriately
filled in.); and
(ii) ``submission or publication date''
means--
(I) the date on which the analysis
under paragraph (1)(B) is submitted to
Congress under paragraph (4)(B); or
(II) if the analysis is submitted
to Congress less than 60 session days
or 60 legislative days before the date
on which the Congress adjourns a
session of Congress, the date on which
the same or succeeding Congress first
convenes its next session.
SEC. 313. RULE OF CONSTRUCTION.
For purposes of the Paperwork Reduction Act (44 U.S.C. 3501 et
seq.), obtaining, causing to be obtained, or soliciting information for
purposes of complying with section 312 with respect to a proposed
rulemaking shall not be construed to be a collection of information,
provided that the agency has first issued an advanced notice of
proposed rulemaking in connection with the regulation, identifies that
advanced notice of proposed rulemaking in its solicitation of
information, and informs the person from whom the information is
obtained or solicited that the provision of information is voluntary.
SEC. 314. PUBLIC AVAILABILITY OF DATA AND REGULATORY ANALYSIS.
(a) In General.--At or before the commencement of the public
comment period with respect to a regulation, the agency shall make
available on its public website sufficient information about the data,
methodologies, and assumptions underlying the analyses performed
pursuant to section 312 so that the analytical results of the agency
are capable of being substantially reproduced, subject to an acceptable
degree of imprecision or error.
(b) Confidentiality.--The agency shall comply with subsection (a)
in a manner that preserves the confidentiality of nonpublic
information, including confidential trade secrets, confidential
commercial or financial information, and confidential information about
positions, transactions, or business practices.
SEC. 315. FIVE-YEAR REGULATORY IMPACT ANALYSIS.
(a) In General.--Not later than 5 years after the date of
publication in the Federal Register of a notice of final rulemaking,
the chief economist of the agency shall issue a report that examines
the economic impact of the subject regulation, including the direct and
indirect costs and benefits of the regulation.
(b) Regulatory Impact Metrics.--In preparing the report required by
subsection (a), the chief economist shall employ the regulatory impact
metrics included in the notice of final rulemaking pursuant to section
312(b)(1)(C).
(c) Reproducibility.--The report shall include the data,
methodologies, and assumptions underlying the evaluation so that the
agency's analytical results are capable of being substantially
reproduced, subject to an acceptable degree of imprecision or error.
(d) Confidentiality.--The agency shall comply with subsection (c)
in a manner that preserves the confidentiality of nonpublic
information, including confidential trade secrets, confidential
commercial or financial information, and confidential information about
positions, transactions, or business practices.
(e) Report.--The agency shall submit the report required by
subsection (a) to the Committee on Banking, Housing, and Urban Affairs
of the Senate and the Committee on Financial Services of the House of
Representatives and post it on the public website of the agency. The
Commodity Futures Trading Commission shall also submit its report to
the Committee on Agriculture, Nutrition, and Forestry of the Senate and
the Committee on Agriculture of the House of Representatives.
SEC. 316. RETROSPECTIVE REVIEW OF EXISTING RULES.
(a) Regulatory Improvement Plan.--Not later than 1 year after the
date of enactment of this Act and every 5 years thereafter, each agency
shall develop, submit to the Committee on Banking, Housing, and Urban
Affairs of the Senate and the Committee on Financial Services of the
House of Representatives, and post on the public website of the agency
a plan, consistent with law and its resources and regulatory
priorities, under which the agency will modify, streamline, expand, or
repeal existing regulations so as to make the regulatory program of the
agency more effective or less burdensome in achieving the regulatory
objectives. The Commodity Futures Trading Commission shall also submit
its plan to the Committee on Agriculture, Nutrition, and Forestry of
the Senate and the Committee on Agriculture of the House of
Representatives.
(b) Implementation Progress Report.--Two years after the date of
submission of each plan required under subsection (a), each agency
shall develop, submit to the Committee on Banking, Housing, and Urban
Affairs of the Senate and the Committee on Financial Services of the
House of Representatives, and post on the public website of the agency
a report of the steps that it has taken to implement the plan, steps
that remain to be taken to implement the plan, and, if any parts of the
plan will not be implemented, reasons for not implementing those parts
of the plan. The Commodity Futures Trading Commission shall also submit
its plan to the Committee on Agriculture, Nutrition, and Forestry of
the Senate and the Committee on Agriculture of the House of
Representatives.
SEC. 317. JUDICIAL REVIEW.
(a) In General.--Notwithstanding any other provision of law, during
the period beginning on the date on which a notice of final rulemaking
for a regulation is published in the Federal Register and ending 1 year
later, a person that is adversely affected or aggrieved by the
regulation is entitled to bring an action in the United States Court of
Appeals for the District of Columbia Circuit for judicial review of
agency compliance with the requirements of section 312.
(b) Stay.--The court may stay the effective date of the regulation
or any provision thereof.
(c) Relief.--If the court finds that an agency has not complied
with the requirements of section 312, the court shall vacate the
subject regulation, unless the agency shows by clear and convincing
evidence that vacating the regulation would result in irreparable harm.
Nothing in this section affects other limitations on judicial review or
the power or duty of the court to dismiss any action or deny relief on
any other appropriate legal or equitable ground.
SEC. 318. CHIEF ECONOMISTS COUNCIL.
(a) Establishment.--There is established the Chief Economists
Council.
(b) Membership.--The Council shall consist of the chief economist
of each agency. The members of the Council shall select the first
chairperson of the Council. Thereafter the position of Chairperson
shall rotate annually among the members of the Council.
(c) Meetings.--The Council shall meet at the call of the
Chairperson, but not less frequently than quarterly.
(d) Report.--One year after the effective date of this Act and
annually thereafter, the Council shall prepare and submit to the
Committee on Banking, Housing, and Urban Affairs and the Committee on
Agriculture, Nutrition, and Forestry of the Senate and the Committee on
Financial Services and the Committee on Agriculture of the House of
Representatives a report on--
(1) the benefits and costs of regulations adopted by the
agencies during the past 12 months;
(2) the regulatory actions planned by the agencies for the
upcoming 12 months;
(3) the cumulative effect of the existing regulations of
the agencies on economic activity, innovation, international
competitiveness of entities regulated by the agencies, and net
job creation (excluding jobs related to ensuring compliance
with the regulation);
(4) the training and qualifications of the persons who
prepared the cost-benefit analyses of each agency during the
past 12 months;
(5) the sufficiency of the resources available to the chief
economists during the past 12 months for the conduct of the
activities required by this subtitle; and
(6) recommendations for legislative or regulatory action to
enhance the efficiency and effectiveness of financial
regulation in the United States.
SEC. 319. CONFORMING AMENDMENTS.
Section 15(a) of the Commodity Exchange Act (7 U.S.C. 19(a)) is
amended--
(1) by striking paragraph (1);
(2) in paragraph (2), by striking ``(2)'' and all that
follows through ``light of--'' and inserting the following:
``(1) Considerations.--Before promulgating a regulation
under this chapter or issuing an order (except as provided in
paragraph (2)), the Commission shall take into consideration--
'';
(3) in paragraph (1), as so redesignated--
(A) in subparagraph (B), by striking ``futures''
and inserting ``the relevant'';
(B) in subparagraph (C), by adding ``and'' at the
end;
(C) in subparagraph (D), by striking ``; and'' and
inserting a period; and
(D) by striking subparagraph (E); and
(4) by redesignating paragraph (3) as paragraph (2).
SEC. 320. OTHER REGULATORY ENTITIES.
Not later than 1 year after the date of enactment of this Act, the
Securities and Exchange Commission shall provide to the Committee on
Banking, Housing, and Urban Affairs of the Senate and the Committee on
Financial Services of the House of Representatives a report setting
forth a plan for subjecting the Public Company Accounting Oversight
Board, the Municipal Securities Rulemaking Board, and any national
securities association registered under section 15A of the Securities
Exchange Act of 1934 (15 U.S.C. 78o-4(a)) to the requirements of this
subtitle, other than direct representation on the Council.
SEC. 321. AVOIDANCE OF DUPLICATIVE OR UNNECESSARY ANALYSES.
An agency may perform the analyses required by this subtitle in
conjunction with, or as a part of, any other agenda or analysis
required by any other provision of law, if such other analysis
satisfies the provisions of this subtitle.
Subtitle B--Congressional Review of Federal Financial Agency Rulemaking
SEC. 331. CONGRESSIONAL REVIEW.
(a)(1)(A) Before a rule may take effect, a Federal financial agency
shall publish in the Federal Register a list of information on which
the rule is based, including data, scientific and economic studies, and
cost-benefit analyses, and identify how the public can access such
information online, and shall submit to each House of the Congress and
to the Comptroller General a report containing--
(i) a copy of the rule;
(ii) a concise general statement relating to the rule;
(iii) a classification of the rule as a major or nonmajor
rule, including an explanation of the classification
specifically addressing each criteria for a major rule
contained within subparagraphs (A) through (C) of section
334(2);
(iv) a list of any other related regulatory actions
intended to implement the same statutory provision or
regulatory objective as well as the individual and aggregate
economic effects of those actions; and
(v) the proposed effective date of the rule.
(B) On the date of the submission of the report under subparagraph
(A), the Federal financial agency shall submit to the Comptroller
General and make available to each House of Congress--
(i) a complete copy of the cost-benefit analysis of the
rule, if any, including an analysis of any jobs added or lost,
differentiating between public and private sector jobs;
(ii) the Federal financial agency's actions pursuant to
sections 603, 604, 605, 607, and 609 of title 5, United States
Code;
(iii) the Federal financial agency's actions pursuant to
sections 202, 203, 204, and 205 of the Unfunded Mandates Reform
Act of 1995; and
(iv) any other relevant information or requirements under
any other Act and any relevant Executive orders.
(C) Upon receipt of a report submitted under subparagraph (A), each
House shall provide copies of the report to the chairman and ranking
member of each standing committee with jurisdiction under the rules of
the House of Representatives or the Senate to report a bill to amend
the provision of law under which the rule is issued.
(2)(A) The Comptroller General shall provide a report on each major
rule to the committees of jurisdiction by the end of 15 calendar days
after the submission or publication date. The report of the Comptroller
General shall include an assessment of the Federal financial agency's
compliance with procedural steps required by paragraph (1)(B) and an
assessment of whether the major rule imposes any new limits or mandates
on private-sector activity.
(B) Federal financial agencies shall cooperate with the Comptroller
General by providing information relevant to the Comptroller General's
report under subparagraph (A).
(3) A major rule relating to a report submitted under paragraph (1)
shall take effect upon enactment of a joint resolution of approval
described in section 332 or as provided for in the rule following
enactment of a joint resolution of approval described in section 332,
whichever is later.
(4) A nonmajor rule shall take effect as provided by section 333
after submission to Congress under paragraph (1).
(5) If a joint resolution of approval relating to a major rule is
not enacted within the period provided in subsection (b)(2), then a
joint resolution of approval relating to the same rule may not be
considered under this subtitle in the same Congress by either the House
of Representatives or the Senate.
(b)(1) A major rule shall not take effect unless the Congress
enacts a joint resolution of approval described under section 332.
(2) If a joint resolution described in subsection (a) is not
enacted into law by the end of 70 session days or legislative days, as
applicable, beginning on the date on which the report referred to in
subsection (a)(1)(A) is received by Congress (excluding days either
House of Congress is adjourned for more than 3 days during a session of
Congress), then the rule described in that resolution shall be deemed
not to be approved and such rule shall not take effect.
(c)(1) Notwithstanding any other provision of this section (except
subject to paragraph (3)), a major rule may take effect for one 90-
calendar-day period if the President makes a determination under
paragraph (2) and submits written notice of such determination to the
Congress.
(2) Paragraph (1) applies to a determination made by the President
by Executive order that the major rule should take effect because such
rule is--
(A) necessary because of an imminent threat to health or
safety or other emergency;
(B) necessary for the enforcement of criminal laws;
(C) necessary for national security; or
(D) issued pursuant to any statute implementing an
international trade agreement.
(3) An exercise by the President of the authority under this
subsection shall have no effect on the procedures under section 332.
(d)(1) In addition to the opportunity for review otherwise provided
under this subtitle, in the case of any rule for which a report was
submitted in accordance with subsection (a)(1)(A) during the period
beginning on the date occurring--
(A) in the case of the Senate, 60 session days; or
(B) in the case of the House of Representatives, 60
legislative days,
before the date the Congress is scheduled to adjourn a session of
Congress through the date on which the same or succeeding Congress
first convenes its next session, sections 332 and 333 shall apply to
such rule in the succeeding session of Congress.
(2)(A) In applying sections 332 and 333 for purposes of such
additional review, a rule described under paragraph (1) shall be
treated as though--
(i) such rule were published in the Federal Register on--
(I) in the case of the Senate, the 15th session
day; or
(II) in the case of the House of Representatives,
the 15th legislative day,
after the succeeding session of Congress first convenes; and
(ii) a report on such rule were submitted to Congress under
subsection (a)(1) on such date.
(B) Nothing in this paragraph shall be construed to affect the
requirement under subsection (a)(1) that a report shall be submitted to
Congress before a rule can take effect.
(3) A rule described under paragraph (1) shall take effect as
otherwise provided by law (including other subsections of this
section).
SEC. 332. CONGRESSIONAL APPROVAL PROCEDURE FOR MAJOR RULES.
(a)(1) For purposes of this section, the term ``joint resolution''
means only a joint resolution addressing a report classifying a rule as
major pursuant to section 331(a)(1)(A)(iii) that--
(A) bears no preamble;
(B) bears the following title (with blanks filled as
appropriate): ``Approving the rule submitted by ___ relating to
___.'';
(C) includes after its resolving clause only the following
(with blanks filled as appropriate): ``That Congress approves
the rule submitted by ___ relating to ___.''; and
(D) is introduced pursuant to paragraph (2).
(2) After a House of Congress receives a report classifying a rule
as major pursuant to section 331(a)(1)(A)(iii), the majority leader of
that House (or his or her respective designee) shall introduce (by
request, if appropriate) a joint resolution described in paragraph
(1)--
(A) in the case of the House of Representatives, within 3
legislative days; and
(B) in the case of the Senate, within 3 session days.
(3) A joint resolution described in paragraph (1) shall not be
subject to amendment at any stage of proceeding.
(b) A joint resolution described in subsection (a) shall be
referred in each House of Congress to the committees having
jurisdiction over the provision of law under which the rule is issued.
(c) In the Senate, if the committee or committees to which a joint
resolution described in subsection (a) has been referred have not
reported it at the end of 15 session days after its introduction, such
committee or committees shall be automatically discharged from further
consideration of the resolution and it shall be placed on the calendar.
A vote on final passage of the resolution shall be taken on or before
the close of the 15th session day after the resolution is reported by
the committee or committees to which it was referred, or after such
committee or committees have been discharged from further consideration
of the resolution.
(d)(1) In the Senate, when the committee or committees to which a
joint resolution is referred have reported, or when a committee or
committees are discharged (under subsection (c)) from further
consideration of a joint resolution described in subsection (a), it is
at any time thereafter in order (even though a previous motion to the
same effect has been disagreed to) for a motion to proceed to the
consideration of the joint resolution, and all points of order against
the joint resolution (and against consideration of the joint
resolution) are waived. The motion is not subject to amendment, or to a
motion to postpone, or to a motion to proceed to the consideration of
other business. A motion to reconsider the vote by which the motion is
agreed to or disagreed to shall not be in order. If a motion to proceed
to the consideration of the joint resolution is agreed to, the joint
resolution shall remain the unfinished business of the Senate until
disposed of.
(2) In the Senate, debate on the joint resolution, and on all
debatable motions and appeals in connection therewith, shall be limited
to not more than 2 hours, which shall be divided equally between those
favoring and those opposing the joint resolution. A motion to further
limit debate is in order and not debatable. An amendment to, or a
motion to postpone, or a motion to proceed to the consideration of
other business, or a motion to recommit the joint resolution is not in
order.
(3) In the Senate, immediately following the conclusion of the
debate on a joint resolution described in subsection (a), and a single
quorum call at the conclusion of the debate if requested in accordance
with the rules of the Senate, the vote on final passage of the joint
resolution shall occur.
(4) Appeals from the decisions of the Chair relating to the
application of the rules of the Senate to the procedure relating to a
joint resolution described in subsection (a) shall be decided without
debate.
(e) In the House of Representatives, if any committee to which a
joint resolution described in subsection (a) has been referred has not
reported it to the House at the end of 15 legislative days after its
introduction, such committee shall be discharged from further
consideration of the joint resolution, and it shall be placed on the
appropriate calendar. On the second and fourth Thursdays of each month
it shall be in order at any time for the Speaker to recognize a Member
who favors passage of a joint resolution that has appeared on the
calendar for at least 5 legislative days to call up that joint
resolution for immediate consideration in the House without
intervention of any point of order. When so called up a joint
resolution shall be considered as read and shall be debatable for 1
hour equally divided and controlled by the proponent and an opponent,
and the previous question shall be considered as ordered to its passage
without intervening motion. It shall not be in order to reconsider the
vote on passage. If a vote on final passage of the joint resolution has
not been taken by the third Thursday on which the Speaker may recognize
a Member under this subsection, such vote shall be taken on that day.
(f)(1) If, before passing a joint resolution described in
subsection (a), one House receives from the other a joint resolution
having the same text, then--
(A) the joint resolution of the other House shall not be
referred to a committee; and
(B) the procedure in the receiving House shall be the same
as if no joint resolution had been received from the other
House until the vote on passage, when the joint resolution
received from the other House shall supplant the joint
resolution of the receiving House.
(2) This subsection shall not apply to the House of Representatives
if the joint resolution received from the Senate is a revenue measure.
(g) If either House has not taken a vote on final passage of the
joint resolution by the last day of the period described in section
331(b)(2), then such vote shall be taken on that day.
(h) This section and section 333 are enacted by Congress--
(1) as an exercise of the rulemaking power of the Senate
and House of Representatives, respectively, and as such is
deemed to be part of the rules of each House, respectively, but
applicable only with respect to the procedure to be followed in
that House in the case of a joint resolution described in
subsection (a) and superseding other rules only where
explicitly so; and
(2) with full recognition of the Constitutional right of
either House to change the rules (so far as they relate to the
procedure of that House) at any time, in the same manner and to
the same extent as in the case of any other rule of that House.
SEC. 333. CONGRESSIONAL DISAPPROVAL PROCEDURE FOR NONMAJOR RULES.
(a) For purposes of this section, the term ``joint resolution''
means only a joint resolution introduced in the period beginning on the
date on which the report referred to in section 331(a)(1)(A) is
received by Congress and ending 60 days thereafter (excluding days
either House of Congress is adjourned for more than 3 days during a
session of Congress), the matter after the resolving clause of which is
as follows: ``That Congress disapproves the nonmajor rule submitted by
the ___ relating to ___, and such rule shall have no force or effect.''
(The blank spaces being appropriately filled in).
(b) A joint resolution described in subsection (a) shall be
referred to the committees in each House of Congress with jurisdiction.
(c) In the Senate, if the committee to which is referred a joint
resolution described in subsection (a) has not reported such joint
resolution (or an identical joint resolution) at the end of 15 session
days after the date of introduction of the joint resolution, such
committee may be discharged from further consideration of such joint
resolution upon a petition supported in writing by 30 Members of the
Senate, and such joint resolution shall be placed on the calendar.
(d)(1) In the Senate, when the committee to which a joint
resolution is referred has reported, or when a committee is discharged
(under subsection (c)) from further consideration of a joint resolution
described in subsection (a), it is at any time thereafter in order
(even though a previous motion to the same effect has been disagreed
to) for a motion to proceed to the consideration of the joint
resolution, and all points of order against the joint resolution (and
against consideration of the joint resolution) are waived. The motion
is not subject to amendment, or to a motion to postpone, or to a motion
to proceed to the consideration of other business. A motion to
reconsider the vote by which the motion is agreed to or disagreed to
shall not be in order. If a motion to proceed to the consideration of
the joint resolution is agreed to, the joint resolution shall remain
the unfinished business of the Senate until disposed of.
(2) In the Senate, debate on the joint resolution, and on all
debatable motions and appeals in connection therewith, shall be limited
to not more than 10 hours, which shall be divided equally between those
favoring and those opposing the joint resolution. A motion to further
limit debate is in order and not debatable. An amendment to, or a
motion to postpone, or a motion to proceed to the consideration of
other business, or a motion to recommit the joint resolution is not in
order.
(3) In the Senate, immediately following the conclusion of the
debate on a joint resolution described in subsection (a), and a single
quorum call at the conclusion of the debate if requested in accordance
with the rules of the Senate, the vote on final passage of the joint
resolution shall occur.
(4) Appeals from the decisions of the Chair relating to the
application of the rules of the Senate to the procedure relating to a
joint resolution described in subsection (a) shall be decided without
debate.
(e) In the Senate, the procedure specified in subsection (c) or (d)
shall not apply to the consideration of a joint resolution respecting a
nonmajor rule--
(1) after the expiration of the 60 session days beginning
with the applicable submission or publication date; or
(2) if the report under section 331(a)(1)(A) was submitted
during the period referred to in section 331(d)(1), after the
expiration of the 60 session days beginning on the 15th session
day after the succeeding session of Congress first convenes.
(f) If, before the passage by one House of a joint resolution of
that House described in subsection (a), that House receives from the
other House a joint resolution described in subsection (a), then the
following procedures shall apply:
(1) The joint resolution of the other House shall not be
referred to a committee.
(2) With respect to a joint resolution described in
subsection (a) of the House receiving the joint resolution--
(A) the procedure in that House shall be the same
as if no joint resolution had been received from the
other House; but
(B) the vote on final passage shall be on the joint
resolution of the other House.
SEC. 334. DEFINITIONS.
For purposes of this subtitle:
(1) The term ``Federal financial agency'' means the
Consumer Law Enforcement Agency, Board of Governors of the
Federal Reserve System, the Commodity Futures Trading
Commission, the Federal Deposit Insurance Corporation, the
Federal Housing Finance Agency, the Office of the Comptroller
of the Currency, the National Credit Union Administration, and
the Securities and Exchange Commission.
(2) The term ``major rule'' means any rule, including an
interim final rule, that the Administrator of the Office of
Information and Regulatory Affairs of the Office of Management
and Budget finds has resulted in or is likely to result in--
(A) an annual effect on the economy of $100 million
or more;
(B) a major increase in costs or prices for
consumers, individual industries, Federal, State, or
local government agencies, or geographic regions; or
(C) significant adverse effects on competition,
employment, investment, productivity, innovation, or on
the ability of United States-based enterprises to
compete with foreign-based enterprises in domestic and
export markets.
(3) The term ``nonmajor rule'' means any rule that is not a
major rule.
(4) The term ``rule'' has the meaning given such term in
section 551 of title 5, United States Code, except that such
term does not include--
(A) any rule of particular applicability, including
a rule that approves or prescribes for the future
rates, wages, prices, services, or allowances
therefore, corporate or financial structures,
reorganizations, mergers, or acquisitions thereof, or
accounting practices or disclosures bearing on any of
the foregoing;
(B) any rule relating to agency management or
personnel; or
(C) any rule of agency organization, procedure, or
practice that does not substantially affect the rights
or obligations of non-agency parties.
(5) The term ``submission date or publication date'',
except as otherwise provided in this subtitle, means--
(A) in the case of a major rule, the date on which
the Congress receives the report submitted under
section 331(a)(1)(A); and
(B) in the case of a nonmajor rule, the later of--
(i) the date on which the Congress receives
the report submitted under section
331(a)(1)(A); and
(ii) the date on which the nonmajor rule is
published in the Federal Register, if so
published.
SEC. 335. JUDICIAL REVIEW.
(a) No determination, finding, action, or omission under this
subtitle shall be subject to judicial review.
(b) Notwithstanding subsection (a), a court may determine whether a
Federal financial agency has completed the necessary requirements under
this subtitle for a rule to take effect.
(c) The enactment of a joint resolution of approval under section
332 shall not be interpreted to serve as a grant or modification of
statutory authority by Congress for the promulgation of a rule, shall
not extinguish or affect any claim, whether substantive or procedural,
against any alleged defect in a rule, and shall not form part of the
record before the court in any judicial proceeding concerning a rule
except for purposes of determining whether or not the rule is in
effect.
SEC. 336. EFFECTIVE DATE OF CERTAIN RULES.
Notwithstanding section 331--
(1) any rule that establishes, modifies, opens, closes, or
conducts a regulatory program for a commercial, recreational,
or subsistence activity related to hunting, fishing, or
camping, or
(2) any rule other than a major rule which the Federal
financial agency for good cause finds (and incorporates the
finding and a brief statement of reasons therefore in the rule
issued) that notice and public procedure thereon are
impracticable, unnecessary, or contrary to the public interest,
shall take effect at such time as the Federal financial agency
promulgating the rule determines.
SEC. 337. BUDGETARY EFFECTS OF RULES SUBJECT TO SECTION 332 OF THE
FINANCIAL CHOICE ACT OF 2017.
Section 257(b)(2) of the Balanced Budget and Emergency Deficit
Control Act of 1985 is amended by adding at the end the following new
subparagraph:
``(E) Budgetary effects of rules subject to section 332 of
the financial choice act of 2017.--Any rules subject to the
congressional approval procedure set forth in section 332 of
the Financial CHOICE Act of 2017 affecting budget authority,
outlays, or receipts shall be assumed to be effective unless it
is not approved in accordance with such section.''.
Subtitle C--Judicial Review of Agency Actions
SEC. 341. SCOPE OF JUDICIAL REVIEW OF AGENCY ACTIONS.
(a) In General.--Notwithstanding any other provision of law, in any
judicial review of an agency action pursuant to chapter 7 of title 5,
United States Code, to the extent necessary to decision and when
presented, the reviewing court shall determine the meaning or
applicability of the terms of an agency action and decide de novo all
relevant questions of law, including the interpretation of
constitutional and statutory provisions, and rules made by an agency.
Notwithstanding any other provision of law, this section shall apply in
any action for judicial review of agency action authorized under any
provision of law. No law may exempt any such civil action from the
application of this section except by specific reference to this
section.
(b) Agency Defined.--For purposes of this section, the term
``agency'' means the Consumer Law Enforcement Agency, the Board of
Governors of the Federal Reserve System, the Commodity Futures Trading
Commission, the Federal Deposit Insurance Corporation, the Federal
Housing Finance Agency, the Office of the Comptroller of the Currency,
the National Credit Union Administration, and the Securities and
Exchange Commission.
(c) Effective Date.--Subsection (a) shall take effect after the end
of the 2-year period beginning on the date of the enactment of this
Act.
Subtitle D--Leadership of Financial Regulators
SEC. 351. FEDERAL DEPOSIT INSURANCE CORPORATION.
Section 2 of the Federal Deposit Insurance Act (12 U.S.C. 1812) is
amended--
(1) in subsection (a)(1), by striking ``5 members'' and all
that follows through ``3 of whom'' and inserting the following:
``5 members, who'';
(2) by amending subsection (d) to read as follows:
``(d) Vacancy.--Any vacancy on the Board of Directors shall be
filled in the manner in which the original appointment was made.''; and
(3) in subsection (f)--
(A) by striking paragraph (2); and
(B) by redesignating paragraph (3) as paragraph
(2).
SEC. 352. FEDERAL HOUSING FINANCE AGENCY.
Section 1312(b)(2) of the Federal Housing Enterprises Financial
Safety and Soundness Act of 1992 (12 U.S.C. 4512) is amended by
striking ``for cause''.
Subtitle E--Congressional Oversight of Appropriations
SEC. 361. BRINGING THE FEDERAL DEPOSIT INSURANCE CORPORATION INTO THE
REGULAR APPROPRIATIONS PROCESS.
(a) In General.--Section 10(a) of the Federal Deposit Insurance Act
(12 U.S.C. 1820(a)) is amended--
(1) by striking ``(a) The'' and inserting the following:
``(a) Powers.--
``(1) In general.--The'';
(2) by inserting ``, subject to paragraph (2) and
subsection (l),'' after ``The Board of Directors of the
Corporation''; and
(3) by adding at the end the following new paragraph:
``(2) Appropriations requirement.--
``(A) Recovery of costs of annual appropriation.--
The Corporation shall collect assessments and other
fees, as provided under this Act, that are designed to
recover the costs to the Government of the annual
appropriation to the Corporation by Congress.
``(B) Offsetting collections.--Assessments and
other fees described under subparagraph (A) for any
fiscal year--
``(i) shall be deposited and credited as
offsetting collections to the account providing
appropriations to the Corporation; and
``(ii) except as provided in subparagraph
(C), shall not be collected for any fiscal year
except to the extent provided in advance in
appropriation Acts.
``(C) Lapse of appropriation.--If on the first day
of a fiscal year a regular appropriation to the
Corporation has not been enacted, the Corporation shall
continue to collect (as offsetting collections) the
assessments and other fees described under subparagraph
(A) at the rate in effect during the preceding fiscal
year, until 60 days after the date such a regular
appropriation is enacted.
``(D) Exception for insurance functions.--This
paragraph shall not apply to the Deposit Insurance
Fund, including assessments and other fees that are
deposited into, and amounts paid from, the Deposit
Insurance Fund.''.
(b) Conforming Amendment.--Subsection (d) of section 7 of the
Federal Deposit Insurance Act (12 U.S.C. 1817) is amended to read as
follows:
``(d) Deposit Insurance Fund Exempt From Apportionment.--
Notwithstanding any other provision of law, amounts received pursuant
to any assessments or other fees that are deposited into the Deposit
Insurance Fund shall not be subject to apportionment for the purposes
of chapter 15 of title 31, United States Code, or under any other
authority.''.
(c) Effective Date.--The amendments made by this section shall
apply with respect to expenses paid and fees collected on or after the
date that is 90 days after the date of the enactment of the first
appropriation Act that provides for appropriations to the Federal
Deposit Insurance Corporation and that is enacted after the date of the
enactment of this Act.
SEC. 362. BRINGING THE FEDERAL HOUSING FINANCE AGENCY INTO THE REGULAR
APPROPRIATIONS PROCESS.
(a) In General.--Section 1316 of the Housing and Community
Development Act of 1992 (12 U.S.C. 4516) is amended--
(1) by amending subsection (a) to read as follows:
``(a) Appropriations Requirement.--
``(1) Recovery of costs of annual appropriation.--The
Agency shall collect assessments and other fees that are
designed to recover the costs to the Government of the annual
appropriation to the Agency by Congress.
``(2) Offsetting collections.--Assessments and other fees
described under paragraph (1) for any fiscal year--
``(A) shall be deposited and credited as offsetting
collections to the account providing appropriations to
the Agency; and
``(B) except as provided in paragraph (3), shall
not be collected for any fiscal year except to the
extent provided in advance in appropriation Acts.
``(3) Lapse of appropriation.--If on the first day of a
fiscal year a regular appropriation to the Agency has not been
enacted, the Agency shall continue to collect (as offsetting
collections) the assessments and other fees described under
paragraph (1) at the rate in effect during the preceding fiscal
year, until 60 days after the date such a regular appropriation
is enacted.''; and
(2) by striking subsection (f).
(b) Effective Date.--The amendments made by this section shall
apply with respect to expenses paid and assessments and other fees
collected on or after the date that is 90 days after the date of the
enactment of the first appropriation Act that provides for
appropriations to the Federal Housing Finance Agency and that is
enacted after the date of the enactment of this Act.
SEC. 363. BRINGING THE NATIONAL CREDIT UNION ADMINISTRATION INTO THE
REGULAR APPROPRIATIONS PROCESS.
(a) In General.--Section 105 of the Federal Credit Union Act (12
U.S.C. 1755) is amended by striking subsections (d) and (e) and
inserting the following:
``(d) Appropriations Requirement.--
``(1) Recovery of costs of annual appropriation.--The
Administration shall collect assessments and other fees, as
provided under this Act, that are designed to recover the costs
to the Government of the annual appropriation to the
Administration by Congress.
``(2) Offsetting collections.--Assessments and other fees
described under paragraph (1) for any fiscal year--
``(A) shall be deposited and credited as offsetting
collections to the account providing appropriations to
the Administration; and
``(B) except as provided in paragraph (3), shall
not be collected for any fiscal year except to the
extent provided in advance in appropriation Acts.
``(3) Lapse of appropriation.--If on the first day of a
fiscal year a regular appropriation to the Administration has
not been enacted, the Administration shall continue to collect
(as offsetting collections) the assessments and other fees
described under paragraph (1) at the rate in effect during the
preceding fiscal year, until 60 days after the date such a
regular appropriation is enacted.
``(4) Exception for insurance functions.--This subsection
shall not apply to the National Credit Union Share Insurance
Fund, including assessments and other fees that are deposited
into, and amounts paid from, the National Credit Union Share
Insurance Fund.''.
(b) Conforming Amendments.--The Federal Credit Union Act (12 U.S.C.
1751 et seq.) is amended--
(1) in section 120(j), by striking paragraph (3); and
(2) by amending section 128 to read as follows:
``SEC. 128. NATIONAL CREDIT UNION SHARE INSURANCE FUND EXEMPT FROM
APPORTIONMENT.
``Notwithstanding any other provision of law, amounts received
pursuant to any assessments or other fees that are deposited into the
National Credit Union Share Insurance Fund shall not be subject to
apportionment for the purposes of chapter 15 of title 31, United States
Code, or under any other authority.''.
(c) Effective Date.--The amendments made by this section shall
apply with respect to expenses paid and fees collected on or after the
date that is 90 days after the date of the enactment of the first
appropriation Act that provides for appropriations to the National
Credit Union Administration and that is enacted after the date of the
enactment of this Act.
SEC. 364. BRINGING THE OFFICE OF THE COMPTROLLER OF THE CURRENCY INTO
THE REGULAR APPROPRIATIONS PROCESS.
(a) In General.--Section 5240A of the Revised Statutes of the
United States (12 U.S.C. 16) is amended--
(1) by striking ``Sec. 5240A. The Comptroller of the
Currency may collect an assessment, fee, or other charge from
any entity described in section 3(q)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1813(q)(1)), as the Comptroller
determines is necessary or appropriate to carry out the
responsibilities of the Office of the Comptroller of the
Currency. In establishing the amount of an assessment, fee, or
charge collected from an entity under this section,'' and
inserting the following:
``SEC. 5240A. COLLECTION OF FEES; APPROPRIATIONS REQUIREMENT.
``(a) In General.--In establishing the amount of an assessment,
fee, or charge collected from an entity under subsection (b),'';
(2) by striking ``Funds derived'' and all that follows
through the end of the section; and
(3) by adding at the end the following:
``(b) Appropriations Requirement.--
``(1) Recovery of costs of annual appropriation.--The
Comptroller of the Currency shall impose and collect
assessments, fees, or other charges that are designed to
recover the costs to the Government of the annual appropriation
to the Office of the Comptroller of the Currency by Congress.
``(2) Offsetting collections.--Assessments and other fees
described under paragraph (1) for any fiscal year--
``(A) shall be deposited and credited as offsetting
collections to the account providing appropriations to
the Office of the Comptroller of the Currency; and
``(B) except as provided in paragraph (3), shall
not be collected for any fiscal year except to the
extent provided in advance in appropriation Acts.
``(3) Lapse of appropriation.--If on the first day of a
fiscal year a regular appropriation to the Office of the
Comptroller of the Currency has not been enacted, the
Comptroller of the Currency shall continue to collect (as
offsetting collections) the assessments and other fees
described under paragraph (1) at the rate in effect during the
preceding fiscal year, until 60 days after the date such a
regular appropriation is enacted.''.
(b) Conforming Amendment.--Section 5240 (12 U.S.C. 481 et seq.) of
the Revised Statutes of the United States is amended by striking the
fourth undesignated paragraph.
(c) Effective Date.--The amendments made by this section shall
apply with respect to expenses paid and fees collected on or after the
date that is 90 days after the date of the enactment of the first
appropriation Act that provides for appropriations to the Comptroller
of the Currency and that is enacted after the date of the enactment of
this Act.
SEC. 365. BRINGING THE NON-MONETARY POLICY RELATED FUNCTIONS OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM INTO THE
REGULAR APPROPRIATIONS PROCESS.
The Federal Reserve Act is amended by inserting after section 11B
the following:
``SEC. 11C. APPROPRIATIONS REQUIREMENT FOR NON-MONETARY POLICY RELATED
ADMINISTRATIVE COSTS.
``(a) Appropriations Requirement.--
``(1) Recovery of costs of annual appropriation.--The Board
of Governors of the Federal Reserve System shall collect
assessments and other fees, as provided under this Act, that
are designed to recover the costs to the Government of the
annual appropriation to the Board of Governors of the Federal
Reserve System by Congress.
``(2) Offsetting collections.--Assessments and other fees
described under paragraph (1) for any fiscal year--
``(A) shall be deposited and credited as offsetting
collections to the account providing appropriations to
the Board of Governors of the Federal Reserve System;
and
``(B) except as provided in paragraph (3), shall
not be collected for any fiscal year except to the
extent provided in advance in appropriation Acts.
``(3) Lapse of appropriation.--If on the first day of a
fiscal year a regular appropriation to the Board of Governors
of the Federal Reserve System has not been enacted, the Board
of Governors of the Federal Reserve System shall continue to
collect (as offsetting collections) the assessments and other
fees described under paragraph (1) at the rate in effect during
the preceding fiscal year, until 60 days after the date such a
regular appropriation is enacted.
``(4) Limitation.--This subsection shall only apply to the
non-monetary policy related administrative costs of the Board
of Governors of the Federal Reserve System.
``(b) Definitions.--For purposes of this section:
``(1) Monetary policy.--The term `monetary policy' means a
strategy for producing a generally acceptable exchange medium
that supports the productive employment of economic resources
by reliably serving as both a unit of account and store of
value.
``(2) Non-monetary policy related administrative costs.--
The term `non-monetary policy related administrative costs'
means administrative costs not related to the conduct of
monetary policy, and include--
``(A) direct operating expenses for supervising and
regulating entities supervised and regulated by the
Board of Governors of the Federal Reserve System,
including conducting examinations, conducting stress
tests, communicating with the entities regarding
supervisory matters and laws, and regulations;
``(B) operating expenses for activities integral to
carrying out supervisory and regulatory
responsibilities, such as training staff in the
supervisory function, research and analysis functions
including library subscription services, and collecting
and processing regulatory reports filed by supervised
institutions; and
``(C) support, overhead, and pension expenses
related to the items described under subparagraphs (A)
and (B).''.
Subtitle F--International Processes
SEC. 371. REQUIREMENTS FOR INTERNATIONAL PROCESSES.
(a) Board of Governors Requirements.--Section 11 of the Federal
Reserve Act (12 U.S.C. 248), as amended by section 1007(a), is further
amended by adding at the end the following new subsection:
``(w) International Processes.--
``(1) Notice of process; consultation.--At least 30
calendar days before any member or employee of the Board of
Governors of the Federal Reserve System participates in a
process of setting financial standards as a part of any foreign
or multinational entity, the Board of Governors shall--
``(A) issue a notice of the process, including the
subject matter, scope, and goals of the process, to the
Committee on Financial Services of the House of
Representatives and the Committee on Banking, Housing,
and Urban Affairs of the Senate;
``(B) make such notice available to the public,
including on the website of the Board of Governors; and
``(C) solicit public comment, and consult with the
committees described under subparagraph (A), with
respect to the subject matter, scope, and goals of the
process.
``(2) Public reports on process.--After the end of any
process described under paragraph (1), the Board of Governors
shall issue a public report on the topics that were discussed
during the process and any new or revised rulemakings or policy
changes that the Board of Governors believes should be
implemented as a result of the process.
``(3) Notice of agreements; consultation.--At least 90
calendar days before any member or employee of the Board of
Governors of the Federal Reserve System participates in a
process of setting financial standards as a part of any foreign
or multinational entity, the Board of Governors shall--
``(A) issue a notice of agreement to the Committee
on Financial Services of the House of Representatives
and the Committee on Banking, Housing, and Urban
Affairs of the Senate;
``(B) make such notice available to the public,
including on the website of the Board of Governors; and
``(C) consult with the committees described under
subparagraph (A) with respect to the nature of the
agreement and any anticipated effects such agreement
will have on the economy.
``(4) Definition.--For purposes of this subsection, the
term `process' shall include any official proceeding or meeting
on financial regulation of a recognized international
organization with authority to set financial standards on a
global or regional level, including the Financial Stability
Board, the Basel Committee on Banking Supervision (or a similar
organization), and the International Association of Insurance
Supervisors (or a similar organization).''.
(b) FDIC Requirements.--The Federal Deposit Insurance Act (12
U.S.C. 1811 et seq.) is amended by adding at the end the following new
section:
``SEC. 51. INTERNATIONAL PROCESSES.
``(a) Notice of Process; Consultation.--At least 30 calendar days
before the Board of Directors participates in a process of setting
financial standards as a part of any foreign or multinational entity,
the Board of Directors shall--
``(1) issue a notice of the process, including the subject
matter, scope, and goals of the process, to the Committee on
Financial Services of the House of Representatives and the
Committee on Banking, Housing, and Urban Affairs of the Senate;
``(2) make such notice available to the public, including
on the website of the Corporation; and
``(3) solicit public comment, and consult with the
committees described under paragraph (1), with respect to the
subject matter, scope, and goals of the process.
``(b) Public Reports on Process.--After the end of any process
described under subsection (a), the Board of Directors shall issue a
public report on the topics that were discussed at the process and any
new or revised rulemakings or policy changes that the Board of
Directors believes should be implemented as a result of the process.
``(c) Notice of Agreements; Consultation.--At least 90 calendar
days before the Board of Directors participates in a process of setting
financial standards as a part of any foreign or multinational entity,
the Board of Directors shall--
``(1) issue a notice of agreement to the Committee on
Financial Services of the House of Representatives and the
Committee on Banking, Housing, and Urban Affairs of the Senate;
``(2) make such notice available to the public, including
on the website of the Corporation; and
``(3) consult with the committees described under paragraph
(1) with respect to the nature of the agreement and any
anticipated effects such agreement will have on the economy.
``(d) Definition.--For purposes of this section, the term `process'
shall include any official proceeding or meeting on financial
regulation of a recognized international organization with authority to
set financial standards on a global or regional level, including the
Financial Stability Board, the Basel Committee on Banking Supervision
(or a similar organization), and the International Association of
Insurance Supervisors (or a similar organization).''.
(c) Treasury Requirements.--Section 325 of title 31, United States
Code, is amended by adding at the end the following new subsection:
``(d) International Processes.--
``(1) Notice of process; consultation.--At least 30
calendar days before the Secretary participates in a process of
setting financial standards as a part of any foreign or
multinational entity, the Secretary shall--
``(A) issue a notice of the process, including the
subject matter, scope, and goals of the process, to the
Committee on Financial Services of the House of
Representatives and the Committee on Banking, Housing,
and Urban Affairs of the Senate;
``(B) make such notice available to the public,
including on the website of the Department of the
Treasury; and
``(C) solicit public comment, and consult with the
committees described under subparagraph (A), with
respect to the subject matter, scope, and goals of the
process.
``(2) Public reports on process.--After the end of any
process described under paragraph (1), the Secretary shall
issue a public report on the topics that were discussed at the
process and any new or revised rulemakings or policy changes
that the Secretary believes should be implemented as a result
of the process.
``(3) Notice of agreements; consultation.--At least 90
calendar days before the Secretary participates in a process of
setting financial standards as a part of any foreign or
multinational entity, the Secretary shall--
``(A) issue a notice of agreement to the Committee
on Financial Services of the House of Representatives
and the Committee on Banking, Housing, and Urban
Affairs of the Senate;
``(B) make such notice available to the public,
including on the website of the Department of the
Treasury; and
``(C) consult with the committees described under
subparagraph (A) with respect to the nature of the
agreement and any anticipated effects such agreement
will have on the economy.
``(4) Definition.--For purposes of this subsection, the
term `process' shall include any official proceeding or meeting
on financial regulation of a recognized international
organization with authority to set financial standards on a
global or regional level, including the Financial Stability
Board, the Basel Committee on Banking Supervision (or a similar
organization), and the International Association of Insurance
Supervisors (or a similar organization).''.
(d) OCC Requirements.--Chapter one of title LXII of the Revised
Statutes of the United States (12 U.S.C. 21 et seq.) is amended--
(1) by adding at the end the following new section:
``SEC. 5156B. INTERNATIONAL PROCESSES.
``(a) Notice of Process; Consultation.--At least 30 calendar days
before the Comptroller of the Currency participates in a process of
setting financial standards as a part of any foreign or multinational
entity, the Board of Directors shall--
``(1) issue a notice of the process, including the subject
matter, scope, and goals of the process, to the Committee on
Financial Services of the House of Representatives and the
Committee on Banking, Housing, and Urban Affairs of the Senate;
``(2) make such notice available to the public, including
on the website of the Office of the Comptroller of the
Currency; and
``(3) solicit public comment, and consult with the
committees described under paragraph (1), with respect to the
subject matter, scope, and goals of the process.
``(b) Public Reports on Process.--After the end of any process
described under subsection (a), the Board of Directors shall issue a
public report on the topics that were discussed at the process and any
new or revised rulemakings or policy changes that the Board of
Directors believes should be implemented as a result of the process.
``(c) Notice of Agreements; Consultation.--At least 90 calendar
days before the Board of Directors participates in a process of setting
financial standards as a part of any foreign or multinational entity,
the Board of Directors shall--
``(1) issue a notice of agreement to the Committee on
Financial Services of the House of Representatives and the
Committee on Banking, Housing, and Urban Affairs of the Senate;
``(2) make such notice available to the public, including
on the website of the Office of the Comptroller of the
Currency; and
``(3) consult with the committees described under paragraph
(1) with respect to the nature of the agreement and any
anticipated effects such agreement will have on the economy.
``(d) Definition.--For purposes of this section, the term `process'
shall include any official proceeding or meeting on financial
regulation of a recognized international organization with authority to
set financial standards on a global or regional level, including the
Financial Stability Board, the Basel Committee on Banking Supervision
(or a similar organization), and the International Association of
Insurance Supervisors (or a similar organization).''; and
(2) in the table of contents for such chapter, by adding at
the end the following new item:
``5156B. International processes.''.
(e) Securities and Exchange Commission Requirements.--Section 4 of
the Securities Exchange Act of 1934 (15 U.S.C. 78d), as amended by
section 818(a), is further amended by adding at the end the following
new subsection:
``(j) International Processes.--
``(1) Notice of process; consultation.--At least 30
calendar days before the Commission participates in a process
of setting financial standards as a part of any foreign or
multinational entity, the Commission shall--
``(A) issue a notice of the process, including the
subject matter, scope, and goals of the process, to the
Committee on Financial Services of the House of
Representatives and the Committee on Banking, Housing,
and Urban Affairs of the Senate;
``(B) make such notice available to the public,
including on the website of the Commission; and
``(C) solicit public comment, and consult with the
committees described under subparagraph (A), with
respect to the subject matter, scope, and goals of the
process.
``(2) Public reports on process.--After the end of any
process described under paragraph (1), the Commission shall
issue a public report on the topics that were discussed at the
process and any new or revised rulemakings or policy changes
that the Commission believes should be implemented as a result
of the process.
``(3) Notice of agreements; consultation.--At least 90
calendar days before the Commission participates in a process
of setting financial standards as a part of any foreign or
multinational entity, the Commission shall--
``(A) issue a notice of agreement to the Committee
on Financial Services of the House of Representatives
and the Committee on Banking, Housing, and Urban
Affairs of the Senate;
``(B) make such notice available to the public,
including on the website of the Commission; and
``(C) consult with the committees described under
subparagraph (A) with respect to the nature of the
agreement and any anticipated effects such agreement
will have on the economy.
``(4) Definition.--For purposes of this subsection, the
term `process' shall include any official proceeding or meeting
on financial regulation of a recognized international
organization with authority to set financial standards on a
global or regional level, including the Financial Stability
Board, the Basel Committee on Banking Supervision (or a similar
organization), and the International Association of Insurance
Supervisors (or a similar organization).''.
(f) Commodity Futures Trading Commission Requirements.--Section 2
of the Commodity Exchange Act (7 U.S.C. 2) is amended by adding at the
end the following:
``(k) International Processes.--
``(1) Notice of process; consultation.--At least 30
calendar days before the Commission participates in a process
of setting financial standards as a part of any foreign or
multinational entity, the Commission shall--
``(A) issue a notice of the process, including the
subject matter, scope, and goals of the process, to--
``(i) the Committees on Financial Services
and Agriculture of the House of
Representatives; and
``(ii) the Committees on Banking, Housing,
and Urban Affairs and Agriculture, Nutrition,
and Forestry of the Senate;
``(B) make such notice available to the public,
including on the website of the Commission; and
``(C) solicit public comment, and consult with the
committees described under subparagraph (A), with
respect to the subject matter, scope, and goals of the
process.
``(2) Public reports on process.--After the end of any
process described under paragraph (1), the Commission shall
issue a public report on the topics that were discussed during
the process and any new or revised rulemakings or policy
changes that the Commission believes should be implemented as a
result of the process.
``(3) Notice of agreements; consultation.--At least 90
calendar days before the Commission participates in a process
of setting financial standards as a part of any foreign or
multinational entity, the Commission shall--
``(A) issue a notice of agreement to--
``(i) the Committees on Financial Services
and Agriculture of the House of
Representatives; and
``(ii) the Committees on Banking, Housing,
and Urban Affairs and Agriculture, Nutrition,
and Forestry of the Senate;
``(B) make such notice available to the public,
including on the website of the Commission; and
``(C) consult with the committees described under
subparagraph (A) with respect to the nature of the
agreement and any anticipated effects such agreement
will have on the economy.
``(4) Definition.--For purposes of this subsection, the
term `process' shall include any official proceeding or meeting
on financial regulation of a recognized international
organization with authority to set financial standards on a
global or regional level, including the Financial Stability
Board, the Basel Committee on Banking Supervision (or a similar
organization), and the International Association of Insurance
Supervisors (or a similar organization).''.
Subtitle G--Unfunded Mandates Reform
SEC. 381. DEFINITIONS.
For purposes of this title:
(1) Agency.--The term ``agency'' has the meaning given such
term under section 311.
(2) Other definitions.--Except as provided under paragraph
(1), the definitions under section 421 of the Congressional
Budget and Impoundment Control Act of 1974 shall apply to this
title.
SEC. 382. STATEMENTS TO ACCOMPANY SIGNIFICANT REGULATORY ACTIONS.
(a) In General.--Unless otherwise expressly prohibited by law,
before promulgating any general notice of proposed rulemaking or any
final rule, or within six months after promulgating any final rule that
was not preceded by a general notice of proposed rulemaking, if the
proposed rulemaking or final rule includes a Federal mandate that may
result in an annual effect on State, local, or tribal governments, or
to the private sector, in the aggregate of $100,000,000 or more in any
1 year, the agency shall prepare a written statement containing the
following:
(1) The text of the draft proposed rulemaking or final
rule, together with the information required under subsections
(a) and (b)(1) of section 312, as applicable, including an
explanation of the manner in which the proposed rulemaking or
final rule is consistent with the statutory requirement and
avoids undue interference with State, local, and tribal
governments in the exercise of their governmental functions.
(2) Estimates by the agency, if and to the extent that the
agency determines that accurate estimates are reasonably
feasible, of--
(A) the future compliance costs of the Federal
mandate; and
(B) any disproportionate budgetary effects of the
Federal mandate upon any particular regions of the
nation or particular State, local, or tribal
governments, urban or rural or other types of
communities, or particular segments of the private
sector.
(3)(A) A detailed description of the extent of the agency's
prior consultation with the private sector and elected
representatives (under section 384) of the affected State,
local, and tribal governments.
(B) A detailed summary of the comments and concerns that
were presented by the private sector and State, local, or
tribal governments either orally or in writing to the agency.
(C) A detailed summary of the agency's evaluation of those
comments and concerns.
(4) A detailed summary of how the agency complied with each
of the regulatory principles described under section 312, as
applicable.
(b) Promulgation.--In promulgating a general notice of proposed
rulemaking or a final rule for which a statement under subsection (a)
is required, the agency shall include in the promulgation a summary of
the information contained in the statement.
(c) Preparation in Conjunction With Other Statement.--Any agency
may prepare any statement required under subsection (a) in conjunction
with or as a part of any other statement or analysis, provided that the
statement or analysis satisfies the provisions of subsection (a).
SEC. 383. SMALL GOVERNMENT AGENCY PLAN.
Before establishing any regulatory requirements that might
significantly or uniquely affect small governments, agencies shall have
developed a plan under which the agency shall--
(1) provide notice of the requirements to potentially
affected small governments, if any;
(2) enable officials of affected small governments to
provide meaningful and timely input in the development of
regulatory proposals containing significant Federal
intergovernmental mandates; and
(3) inform, educate, and advise small governments on
compliance with the requirements.
SEC. 384. STATE, LOCAL, AND TRIBAL GOVERNMENT AND PRIVATE SECTOR INPUT.
(a) In General.--Each agency shall, to the extent permitted in law,
develop an effective process to permit elected officers of State,
local, and tribal governments (or their designated employees with
authority to act on their behalf), and impacted parties within the
private sector (including small business), to provide meaningful and
timely input in the development of regulatory proposals containing
significant Federal mandates.
(b) Meetings Between State, Local, Tribal and Federal Officers.--
The Federal Advisory Committee Act (5 U.S.C. App.) shall not apply to
actions in support of intergovernmental communications where--
(1) meetings are held exclusively between Federal officials
and elected officers of State, local, and tribal governments
(or their designated employees with authority to act on their
behalf) acting in their official capacities; and
(2) such meetings are solely for the purposes of exchanging
views, information, or advice relating to the management or
implementation of Federal programs established pursuant to
public law that explicitly or inherently share
intergovernmental responsibilities or administration.
(c) Guidelines.--For appropriate implementation of subsections (a)
and (b) consistent with applicable laws and regulations, the following
guidelines shall be followed:
(1) Consultations shall take place as early as possible,
before issuance of a notice of proposed rulemaking, continue
through the final rule stage, and be integrated explicitly into
the rulemaking process.
(2) Agencies shall consult with a wide variety of State,
local, and tribal officials and impacted parties within the
private sector (including small businesses). Geographic,
political, and other factors that may differentiate varying
points of view should be considered.
(3) Agencies should estimate benefits and costs to assist
with these consultations. The scope of the consultation should
reflect the cost and significance of the Federal mandate being
considered.
(4) Agencies shall, to the extent practicable--
(A) seek out the views of State, local, and tribal
governments, and impacted parties within the private
sector (including small business), on costs, benefits,
and risks; and
(B) solicit ideas about alternative methods of
compliance and potential flexibilities, and input on
whether the Federal regulation will harmonize with and
not duplicate similar laws in other levels of
government.
(5) Consultations shall address the cumulative impact of
regulations on the affected entities.
(6) Agencies may accept electronic submissions of comments
by relevant parties but may not use those comments as the sole
method of satisfying the guidelines in this subsection.
SEC. 385. LEAST BURDENSOME OPTION OR EXPLANATION REQUIRED.
(a) In General.--Except as provided in subsection (b), before
promulgating any rule for which a written statement is required under
section 382, the agency shall identify and consider a reasonable number
of regulatory alternatives and from those alternatives select the least
costly, most cost-effective or least burdensome alternative that
achieves the objectives of the rule, for--
(1) State, local, and tribal governments, in the case of a
rule containing a Federal intergovernmental mandate; and
(2) the private sector, in the case of a rule containing a
Federal private sector mandate.
(b) Exception.--The provisions of subsection (a) shall apply
unless--
(1) the head of the affected agency publishes with the
final rule an explanation of why the least costly, most cost-
effective or least burdensome method of achieving the
objectives of the rule was not adopted; or
(2) the provisions are inconsistent with law.
(c) Certification.--No later than 1 year after the date of the
enactment of this Act, the Administrator of the Office of Information
and Regulatory Affairs shall certify to Congress, with a written
explanation, agency compliance with this section and include in that
certification agencies and rulemakings that fail to adequately comply
with this section.
SEC. 386. ASSISTANCE TO THE OFFICE OF INFORMATION AND REGULATORY
AFFAIRS.
The Administrator of the Office of Information and Regulatory
Affairs shall--
(1) collect from agencies the statements prepared under
section 382; and
(2) periodically forward copies of such statements to the
Director of the Congressional Budget Office on a reasonably
timely basis after promulgation of the general notice of
proposed rulemaking or of the final rule for which the
statement was prepared.
SEC. 387. OFFICE OF INFORMATION AND REGULATORY AFFAIRS
RESPONSIBILITIES.
(a) In General.--The Administrator of the Office of Information and
Regulatory Affairs shall provide meaningful guidance and oversight so
that each agency's regulations for which a written statement is
required under section 382 are consistent with the principles and
requirements of this title, as well as other applicable laws, and do
not conflict with the policies or actions of another agency. If the
Administrator determines that an agency's regulations for which a
written statement is required under section 382 do not comply with such
principles and requirements, are not consistent with other applicable
laws, or conflict with the policies or actions of another agency, the
Administrator shall identify areas of non-compliance, notify the
agency, and request that the agency comply before the agency finalizes
the regulation concerned.
(b) Annual Statements to Congress on Agency Compliance.--The
Administrator of the Office of Information and Regulatory Affairs
annually shall submit to Congress a written report detailing compliance
by each agency with the requirements of this title that relate to
regulations for which a written statement is required by section 382,
including activities undertaken at the request of the Administrator to
improve compliance, during the preceding reporting period. The report
shall also contain an appendix detailing compliance by each agency with
section 384.
SEC. 388. JUDICIAL REVIEW.
(a) Agency Statements on Significant Regulatory Actions.--
(1) In general.--Compliance or noncompliance by any agency
with the provisions of section 382, paragraphs (1) and (2) of
section 383(a), and subsections (a) and (b) of section 385
shall be subject to judicial review in accordance with this
section.
(2) Limited review of agency compliance or noncompliance.--
(A) Agency compliance or noncompliance with the
provisions of section 382, paragraphs (1) and (2) of
section 383(a), and subsections (a) and (b) of section
385 shall be subject to judicial review under section
706(1) of title 5, United States Code, and as provided
under subparagraph (B).
(B) If an agency fails to prepare the written
statement (including the preparation of the estimates,
analyses, statements, or descriptions) under section
382, prepare the written plan under paragraphs (1) and
(2) of section 383(a), or comply with subsections (a)
and (b) of section 385, a court may compel the agency
to prepare such written statement, prepare such written
plan, or comply with such section;
(3) Review of agency rules.--In any judicial review under
any other Federal law of an agency rule for which a written
statement under section 382, a written plan under paragraphs
(1) and (2) of section 383(a), or compliance with subsections
(a) and (b) of section 385 is required, the inadequacy or
failure to prepare such statement (including the inadequacy or
failure to prepare any estimate, analysis, statement, or
description), to prepare such written plan, or to comply with
such section may be used as a basis for staying, enjoining,
invalidating or otherwise affecting such agency rule.
(4) Certain information as part of record.--Any information
generated under section 382, paragraphs (1) and (2) of section
383(a), and subsections (a) and (b) of section 385 that is part
of the rulemaking record for judicial review under the
provisions of any other Federal law may be considered as part
of the record for judicial review conducted under such other
provisions of Federal law.
(5) Application of other federal law.--For any petition
under paragraph (2) the provisions of such other Federal law
shall control all other matters, such as exhaustion of
administrative remedies, the time for and manner of seeking
review and venue, except that if such other Federal law does
not provide a limitation on the time for filing a petition for
judicial review that is less than 180 days, such limitation
shall be 180 days after a final rule is promulgated by the
appropriate agency.
(6) Effective date.--This subsection shall apply to any
agency rule for which a general notice of proposed rulemaking
is promulgated on or after the date of the enactment of this
Act.
(b) Judicial Review and Rule of Construction.--Except as provided
in subsection (a)--
(1) any estimate, analysis, statement, description or
report prepared under this title, and any compliance or
noncompliance with the provisions of this title, and any
determination concerning the applicability of the provisions of
this title shall not be subject to judicial review; and
(2) no provision of this title shall be construed to create
any right or benefit, substantive or procedural, enforceable by
any person in any administrative or judicial action.
Subtitle H--Enforcement Coordination
SEC. 391. POLICIES TO MINIMIZE DUPLICATION OF ENFORCEMENT EFFORTS.
Each agency (as defined under section 311) shall, not later than
the end of the 90-day period beginning on the date of the enactment of
this Act, implement policies and procedures--
(1) to minimize duplication of efforts with other Federal
or State authorities when bringing an administrative or
judicial action against an individual or entity;
(2) to establish when joint investigations, administrative
actions, or judicial actions or the coordination of law
enforcement activities are necessary and appropriate and in the
public interest; and
(3) to, in the course of a joint investigation,
administrative action, or judicial action, establish a lead
agency to avoid duplication of efforts and unnecessary burdens
and to ensure consistent enforcement, as necessary and
appropriate and in the public interest.
Subtitle I--Penalties for Unauthorized Disclosures
SEC. 392. CRIMINAL PENALTY FOR UNAUTHORIZED DISCLOSURES.
Section 165 of the Financial Stability Act of 2010 (12 U.S.C.
5365), as amended by section 151(b)(6)(M), is further amended by adding
at the end the following:
``(m) Criminal Penalty for Unauthorized Disclosures.--
``(1) In general.--Any officer or employee of a Federal
department or agency, who by virtue of such officer or
employee's employment or official position, has possession of,
or access to, agency records which contain individually
identifiable information submitted pursuant to the requirements
of this section, the disclosure of which is prohibited by
Federal statute, rule, or regulation, and who knowing that
disclosure of the specific material is so prohibited, willfully
discloses the material in any manner to any person or agency
not entitled to receive it, shall be guilty of a misdemeanor
and fined not more than $5,000.
``(2) Obtaining records under false pretenses.--Any person
who knowingly and willfully requests or obtains information
described under paragraph (1) from a Federal department or
agency under false pretenses shall be guilty of a misdemeanor
and fined not more than $5,000.
``(3) Treatment of determinations.--For purposes of this
subsection, a determination made under subsection (d) or (i)
based on individually identifiable information submitted
pursuant to the requirements of this section shall be deemed
individually identifiable information, the disclosure of which
is prohibited by Federal statute.''.
Subtitle J--Stop Settlement Slush Funds
SEC. 393. LIMITATION ON DONATIONS MADE PURSUANT TO SETTLEMENT
AGREEMENTS TO WHICH CERTAIN DEPARTMENTS OR AGENCIES ARE A
PARTY.
(a) Limitation on Required Donations.--No settlement to which a
department or agency is a party may direct or provide for a payment to
any person who is not a victim of the alleged wrongdoing.
(b) Penalty.--Any Executive branch official or agent thereof who
enters into or enforces a settlement in violation of subsection (a),
shall be subject to the same penalties that would apply in the case of
a violation of section 3302 of title 31, United States Code.
(c) Effective Date.--Subsections (a) and (b) apply only in the case
of a settlement agreement concluded on or after the date of enactment
of this Act.
(d) Definitions.--
(1) The term ``department or agency''--
(A) has the meaning given the term ``agency'' under
section 311; and
(B) means the Department of Housing and Urban
Development, the Department of Justice, and the Rural
Housing Service of the Department of Agriculture.
(2) The term ``settlement agreement'' means a settlement
agreement resolving a civil action or potential civil action, a
plea agreement, a deferred prosecution agreement, or a non-
prosecution agreement.
(3) The term ``payment'' means a payment or loan.
(4) The term ``payment to any person who is not a victim''
means any payment other than a payment--
(A) to a person who is party to the lawsuit or
settlement;
(B) that provides restitution for or otherwise
directly remedies actual harm (including to the
environment) directly and proximately caused by the
party making the payment as a result of that party's
alleged wrongdoing;
(C) that constitutes payment for services rendered
in connection with the case; or
(D) made pursuant to section 3663 of title 18,
United States Code.
TITLE IV--UNLEASHING OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS,
AND JOB CREATORS BY FACILITATING CAPITAL FORMATION
Subtitle A--Small Business Mergers, Acquisitions, Sales, and Brokerage
Simplification
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).
``(iii) Engages on behalf of any party in a
transaction involving a public shell company.
``(C) Disqualifications.--An M&A broker is not
exempt from registration under this paragraph if such
broker is subject to--
``(i) suspension or revocation of
registration under paragraph (4);
``(ii) a statutory disqualification
described in section 3(a)(39);
``(iii) a disqualification under the rules
adopted by the Commission under section 926 of
the Investor Protection and Securities Reform
Act of 2010 (15 U.S.C. 77d note); or
``(iv) a final order described in paragraph
(4)(H).
``(D) 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.
``(E) 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 privately held 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, prior
to becoming legally bound to consummate
the transaction, receive or have
reasonable access to the most recent
fiscal year-end financial statements of
the issuer of the securities as
customarily prepared by the management
of the issuer in the normal course of
operations and, if the financial
statements of the issuer are audited,
reviewed, or compiled, any related
statement by the independent
accountant, 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.
``(iv) Public shell company.--The term
`public shell company' is a company that at the
time of a transaction with an eligible
privately held company--
``(I) has any class of securities
registered, or required to be
registered, with the Commission under
section 12 or that is required to file
reports pursuant to subsection (d);
``(II) has no or nominal
operations; and
``(III) has--
``(aa) no or nominal
assets;
``(bb) assets consisting
solely of cash and cash
equivalents; or
``(cc) assets consisting of
any amount of cash and cash
equivalents and nominal other
assets.
``(F) Inflation adjustment.--
``(i) In general.--On the date that is 5
years after the date of the enactment of this
paragraph, and every 5 years thereafter, each
dollar amount in subparagraph (E)(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 subtitle and any amendment made by this subtitle shall take
effect on the date that is 90 days after the date of the enactment of
this Act.
Subtitle B--Encouraging Employee Ownership
SEC. 406. 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 $20,000,000 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.
Subtitle C--Small Company Disclosure Simplification
SEC. 411. 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 3, 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. 412. ANALYSIS BY THE SEC.
The Commission shall conduct an analysis of the costs and benefits
to issuers described in section 411(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. 413. 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 412;
and
(5) any additional information the Commission considers
relevant for increasing transparency, decreasing costs, and
increasing efficiency of regulatory filings with the
Commission.
SEC. 414. DEFINITIONS.
As used in this subtitle, 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).
Subtitle D--Securities and Exchange Commission Overpayment Credit
SEC. 416. REFUNDING OR CREDITING OVERPAYMENT OF SECTION 31 FEES.
(a) In General.--Section 31 of the Securities Exchange Act of 1934
(15 U.S.C. 78ee) is amended by adding at the end the following:
``(n) Overpayment.--If a national securities exchange or national
securities association pays to the Commission an amount in excess of
fees and assessments due under this section and informs the Commission
of such amount paid in excess within 10 years of the date of the
payment, the Commission shall offset future fees and assessments due by
such exchange or association in an amount equal to such excess
amount.''.
(b) Applicability.--The amendment made by this section shall apply
to any fees and assessments paid before, on, or after the date of
enactment of this section.
Subtitle E--Fair Access to Investment Research
SEC. 421. SAFE HARBOR FOR INVESTMENT FUND RESEARCH.
(a) Expansion of the Safe Harbor.--Not later than the end of the
45-day period beginning on the date of enactment of this Act, the
Securities and Exchange Commission shall propose, and not later than
the end of the 120-day period beginning on such date, the Commission
shall adopt, upon such terms, conditions, or requirements as the
Commission may determine necessary or appropriate in the public
interest, for the protection of investors, and for the promotion of
capital formation, revisions to section 230.139 of title 17, Code of
Federal Regulations, to provide that a covered investment fund research
report that is published or distributed by a broker or dealer--
(1) shall be deemed, for purposes of sections 2(a)(10) and
5(c) of the Securities Act of 1933 (15 U.S.C. 77b(a)(10),
77e(c)), not to constitute an offer for sale or an offer to
sell a security that is the subject of an offering pursuant to
a registration statement that is effective, even if the broker
or dealer is participating or will participate in the
registered offering of the covered investment fund's
securities; and
(2) shall be deemed to satisfy the conditions of subsection
(a)(1) or (a)(2) of section 230.139 of title 17, Code of
Federal Regulations, or any successor provisions, for purposes
of the Commission's rules and regulations under the Federal
securities laws and the rules of any self-regulatory
organization.
(b) Implementation of Safe Harbor.--In implementing the safe harbor
pursuant to subsection (a), the Commission shall--
(1) not, in the case of a covered investment fund with a
class of securities in substantially continuous distribution,
condition the safe harbor on whether the broker's or dealer's
publication or distribution of a covered investment fund
research report constitutes such broker's or dealer's
initiation or reinitiation of research coverage on such covered
investment fund or its securities;
(2) not--
(A) require the covered investment fund to have
been registered as an investment company under the
Investment Company Act of 1940 (15 U.S.C. 80a-1 et
seq.) or subject to the reporting requirements of
section 13 or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m, 78o(d)) for any period exceeding
the period of time referenced under paragraph
(a)(1)(i)(A)(1) of section 230.139 of title 17, Code of
Federal Regulations; or
(B) impose a minimum float provision exceeding that
referenced in paragraph (a)(1)(i)(A)(1)(i) of section
230.139 of title 17, Code of Federal Regulations;
(3) provide that a self-regulatory organization may not
maintain or enforce any rule that would--
(A) prohibit the ability of a member to publish or
distribute a covered investment fund research report
solely because the member is also participating in a
registered offering or other distribution of any
securities of such covered investment fund; or
(B) prohibit the ability of a member to participate
in a registered offering or other distribution of
securities of a covered investment fund solely because
the member has published or distributed a covered
investment fund research report about such covered
investment fund or its securities; and
(4) provide that a covered investment fund research report
shall not be subject to section 24(b) of the Investment Company
Act of 1940 (15 U.S.C. 80a-24(b)) or the rules and regulations
thereunder, except that such report may still be subject to
such section and the rules and regulations thereunder to the
extent that it is otherwise not subject to the content
standards in the rules of any self-regulatory organization
related to research reports, including those contained in the
rules governing communications with the public regarding
investment companies or substantially similar standards.
(c) Rules of Construction.--Nothing in this Act shall be construed
as in any way limiting--
(1) the applicability of the antifraud or antimanipulation
provisions of the Federal securities laws and rules adopted
thereunder to a covered investment fund research report,
including section 17 of the Securities Act of 1933 (15 U.S.C.
77q), section 34(b) of the Investment Company Act of 1940 (15
U.S.C. 80a-33), and sections 9 and 10 of the Securities
Exchange Act of 1934 (15 U.S.C. 78i, 78j); or
(2) the authority of any self-regulatory organization to
examine or supervise a member's practices in connection with
such member's publication or distribution of a covered
investment fund research report for compliance with applicable
provisions of the Federal securities laws or self-regulatory
organization rules related to research reports, including those
contained in rules governing communications with the public.
(d) Interim Effectiveness of Safe Harbor.--
(1) In general.--From and after the 120-day period
beginning on the date of enactment of this Act, if the
Commission has not adopted revisions to section 230.139 of
title 17, Code of Federal Regulations, as required by
subsection (a), and until such time as the Commission has done
so, a broker or dealer distributing or publishing a covered
investment fund research report after such date shall be able
to rely on the provisions of section 230.139 of title 17, Code
of Federal Regulations, and the broker or dealer's publication
of such report shall be deemed to satisfy the conditions of
subsection (a)(1) or (a)(2) of section 230.139 of title 17,
Code of Federal Regulations, if the covered investment fund
that is the subject of such report satisfies the reporting
history requirements (without regard to Form S-3 or Form F-3
eligibility) and minimum float provisions of such subsections
for purposes of the Commission's rules and regulations under
the Federal securities laws and the rules of any self-
regulatory organization, as if revised and implemented in
accordance with subsections (a) and (b).
(2) Status of covered investment fund.--After such period
and until the Commission has adopted revisions to section
230.139 and FINRA has revised rule 2210, for purposes of
subsection (c)(7)(O) of such rule, a covered investment fund
shall be deemed to be a security that is listed on a national
securities exchange and that is not subject to section 24(b) of
the Investment Company Act of 1940 (15 U.S.C. 80a-24(b)).
Communications concerning only covered investment funds that
fall within the scope of such section shall not be required to
be filed with FINRA.
(e) Definitions.--For purposes of this section:
(1) The term ``covered investment fund research report''
means a research report published or distributed by a broker or
dealer about a covered investment fund or any securities issued
by the covered investment fund, but not including a research
report to the extent that it is published or distributed by the
covered investment fund or any affiliate of the covered
investment fund.
(2) The term ``covered investment fund'' means--
(A) an investment company registered under, or that
has filed an election to be treated as a business
development company under, the Investment Company Act
of 1940 and that has filed a registration statement
under the Securities Act of 1933 for the public
offering of a class of its securities, which
registration statement has been declared effective by
the Commission; and
(B) a trust or other person--
(i) issuing securities in an offering
registered under the Securities Act of 1933 and
which class of securities is listed for trading
on a national securities exchange;
(ii) the assets of which consist primarily
of commodities, currencies, or derivative
instruments that reference commodities or
currencies, or interests in the foregoing; and
(iii) that provides in its registration
statement under the Securities Act of 1933 that
a class of its securities are purchased or
redeemed, subject to conditions or limitations,
for a ratable share of its assets.
(3) The term ``FINRA'' means the Financial Industry
Regulatory Authority.
(4) The term ``research report'' has the meaning given that
term under section 2(a)(3) of the Securities Act of 1933 (15
U.S.C. 77b(a)(3)), except that such term shall not include an
oral communication.
(5) The term ``self-regulatory organization'' has the
meaning given to that term under section 3(a)(26) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26)).
Subtitle F--Accelerating Access to Capital
SEC. 426. EXPANDED ELIGIBILITY FOR USE OF FORM S-3.
Not later than 45 days after the date of the enactment of this Act,
the Securities and Exchange Commission shall revise Form S-3--
(1) so as to permit securities to be registered pursuant to
General Instruction I.B.1. of such form provided that either--
(A) the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the
registrant is $75,000,000 or more; or
(B) the registrant has at least one class of common
equity securities listed and registered on a national
securities exchange; and
(2) so as to remove the requirement of paragraph (c) from
General Instruction I.B.6. of such form.
Subtitle G--Enhancing the RAISE Act
SEC. 431. CERTAIN ACCREDITED INVESTOR TRANSACTIONS.
Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is
amended--
(1) by amending subsection (d) to read as follows:
``(d)(1) The transactions referred to in subsection (a)(7) are
transactions where--
``(A) each purchaser is an accredited investor, as
that term is defined in section 230.501(a) of title 17,
Code of Federal Regulations (or any successor thereto);
and
``(B) if any securities sold in reliance on
subsection (a)(7) are offered by means of any general
solicitation or general advertising, all such sales are
made through a platform available only to accredited
investors.
``(2) Securities sold in reliance on subsection (a)(7) shall be
deemed to have been acquired in a transaction not involving any public
offering.
``(3) The exemption provided by this subsection shall not be
available for a transaction where the seller is--
``(A) an issuer, its subsidiaries or parent;
``(B) an underwriter acting on behalf of the issuer, its
subsidiaries or parent, which receives compensation from the
issuer with respect to such sale; or
``(C) a dealer.
``(4) A transaction meeting the requirements of this subsection
shall be deemed not to be a distribution for purposes of section
2(a)(11).''; and
(2) by striking subsection (e).
Subtitle H--Small Business Credit Availability
SEC. 436. BUSINESS DEVELOPMENT COMPANY OWNERSHIP OF SECURITIES OF
INVESTMENT ADVISERS AND CERTAIN FINANCIAL COMPANIES.
(a) In General.--Section 60 of the Investment Company Act of 1940
(15 U.S.C. 80a-59) is amended--
(1) by striking ``Notwithstanding'' and inserting ``(a)
Notwithstanding'';
(2) by striking ``except that the Commission shall not''
and inserting the following: ``except that--
``(1) section 12 shall not apply to the purchasing,
otherwise acquiring, or holding by a business development
company of any security issued by, or any other interest in the
business of, any person who is an investment adviser registered
under title II of this Act, who is an investment adviser to an
investment company, or who is an eligible portfolio company;
and
``(2) the Commission shall not'';
(3) by adding at the end the following:
``(b) Nothing in this section shall prevent the Commission from
issuing rules to address potential conflicts of interest between
business development companies and investment advisers.''.
(b) Definition of Eligible Portfolio Company.--Section 2(a)(46)(B)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(46)(B)) is
amended by inserting before the semicolon the following: ``(unless it
is described in paragraph (2), (3), (4), (5), (6), or (9) of such
section)''.
(c) Investment Threshold.--Section 55(a) of the Investment Company
Act of 1940 is amended by inserting before the colon the following: ``,
provided that no more than 50 percent of its total assets are assets
described in section 3(c)''.
SEC. 437. EXPANDING ACCESS TO CAPITAL FOR BUSINESS DEVELOPMENT
COMPANIES.
(a) In General.--Section 61(a) of the Investment Company Act of
1940 (15 U.S.C. 80a-60(a)) is amended--
(1) by redesignating paragraphs (2) through (4) as
paragraphs (3) through (5), respectively;
(2) by striking paragraph (1) and inserting the following:
``(1) Except as provided in paragraph (2), the asset
coverage requirements of subparagraphs (A) and (B) of section
18(a)(1) (and any related rule promulgated under this Act)
applicable to business development companies shall be 200
percent.
``(2) The asset coverage requirements of subparagraphs (A)
and (B) of section 18(a)(1) and of subparagraphs (A) and (B) of
section 18(a)(2) (and any related rule promulgated under this
Act) applicable to a business development company shall be 150
percent if--
``(A) within five business days of the approval of
the adoption of the asset coverage requirements
described in clause (ii), the business development
company discloses such approval and the date of its
effectiveness in a Form 8-K filed with the Commission
and in a notice on its website and discloses in its
periodic filings made under section 13 of the
Securities and Exchange Act of 1934 (15 U.S.C. 78m)--
``(i) the aggregate value of the senior
securities issued by such company and the asset
coverage percentage as of the date of such
company's most recent financial statements; and
``(ii) that such company has adopted the
asset coverage requirements of this
subparagraph and the effective date of such
requirements;
``(B) with respect to a business development
company that issues equity securities that are
registered on a national securities exchange, the
periodic filings of the company under section 13(a) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m)
include disclosures reasonably designed to ensure that
shareholders are informed of--
``(i) the amount of indebtedness and asset
coverage ratio of the company, determined as of
the date of the financial statements of the
company dated on or most recently before the
date of such filing; and
``(ii) the principal risk factors
associated with such indebtedness, to the
extent such risk is incurred by the company;
and
``(C)(i) the application of this paragraph to the
company is approved by the required majority (as
defined in section 57(o)) of the directors of or
general partners of such company who are not interested
persons of the business development company, which
application shall become effective on the date that is
1 year after the date of the approval, and, with
respect to a business development company that issues
equity securities that are not registered on a national
securities exchange, the company extends, to each
person who is a shareholder as of the date of the
approval, an offer to repurchase the equity securities
held by such person as of such approval date, with 25
percent of such securities to be repurchased in each of
the four quarters following such approval date; or
``(ii) the company obtains, at a special or annual
meeting of shareholders or partners at which a quorum
is present, the approval of more than 50 percent of the
votes cast of the application of this paragraph to the
company, which application shall become effective on
the date immediately after the date of the approval.'';
(3) in paragraph (3) (as redesignated), by inserting ``or
which is a stock'' after ``indebtedness'';
(4) in subparagraph (A) of paragraph (4) (as
redesignated)--
(A) in the matter preceding clause (i), by striking
``voting''; and
(B) by amending clause (iii) to read as follows:
``(iii) the exercise or conversion price at
the date of issuance of such warrants, options,
or rights is not less than--
``(I) the market value of the
securities issuable upon the exercise
of such warrants, options, or rights at
the date of issuance of such warrants,
options, or rights; or
``(II) if no such market value
exists, the net asset value of the
securities issuable upon the exercise
of such warrants, options, or rights at
the date of issuance of such warrants,
options, or rights; and''; and
(5) by adding at the end the following:
``(6)(A) Except as provided in subparagraph (B), the
following shall not apply to a business development company:
``(i) Subparagraphs (C) and (D) of section
18(a)(2).
``(ii) Subparagraph (E) of section 18(a)(2), to the
extent such subparagraph requires any priority over any
other class of stock as to distribution of assets upon
liquidation.
``(iii) With respect to a senior security which is
a stock, subsections (c) and (i) of section 18.
``(B) Subparagraph (A) shall not apply with respect to
preferred stock issued to a person who is not known by the
company to be a qualified institutional buyer (as defined in
section 3(a) of the Securities Exchange Act of 1934).''.
(b) Conforming Amendments.--The Investment Company Act of 1940 (15
U.S.C. 80a-1 et seq.) is amended--
(1) in section 57--
(A) in subsection (j)(1), by striking ``section
61(a)(3)(B)'' and inserting ``section 61(a)(4)(B)'';
and
(B) in subsection (n)(2), by striking ``section
61(a)(3)(B)'' and inserting ``section 61(a)(4)(B)'';
and
(2) in section 63(3), by striking ``section 61(a)(3)'' and
inserting ``section 61(a)(4)''.
SEC. 438. PARITY FOR BUSINESS DEVELOPMENT COMPANIES REGARDING OFFERING
AND PROXY RULES.
(a) Revision to Rules.--Not later than 1 year after the date of
enactment of this Act, the Securities and Exchange Commission shall
revise any rules to the extent necessary to allow a business
development company that has filed an election pursuant to section 54
of the Investment Company Act of 1940 (15 U.S.C. 80a-53) to use the
securities offering and proxy rules that are available to other issuers
that are required to file reports under section 13 or section 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m; 78o(d)). Any action
that the Commission takes pursuant to this subsection shall include the
following:
(1) The Commission shall revise rule 405 under the
Securities Act of 1933 (17 C.F.R. 230.405)--
(A) to remove the exclusion of a business
development company from the definition of a well-known
seasoned issuer provided by that rule; and
(B) to add registration statements filed on Form N-
2 to the definition of automatic shelf registration
statement provided by that rule.
(2) The Commission shall revise rules 168 and 169 under the
Securities Act of 1933 (17 C.F.R. 230.168 and 230.169) to
remove the exclusion of a business development company from an
issuer that can use the exemptions provided by those rules.
(3) The Commission shall revise rules 163 and 163A under
the Securities Act of 1933 (17 C.F.R. 230.163 and 230.163A) to
remove a business development company from the list of issuers
that are ineligible to use the exemptions provided by those
rules.
(4) The Commission shall revise rule 134 under the
Securities Act of 1933 (17 C.F.R. 230.134) to remove the
exclusion of a business development company from that rule.
(5) The Commission shall revise rules 138 and 139 under the
Securities Act of 1933 (17 C.F.R. 230.138 and 230.139) to
specifically include a business development company as an
issuer to which those rules apply.
(6) The Commission shall revise rule 164 under the
Securities Act of 1933 (17 C.F.R. 230.164) to remove a business
development company from the list of issuers that are excluded
from that rule.
(7) The Commission shall revise rule 433 under the
Securities Act of 1933 (17 C.F.R. 230.433) to specifically
include a business development company that is a well-known
seasoned issuer as an issuer to which that rule applies.
(8) The Commission shall revise rule 415 under the
Securities Act of 1933 (17 C.F.R. 230.415)--
(A) to state that the registration for securities
provided by that rule includes securities registered by
a business development company on Form N-2; and
(B) to provide an exception for a business
development company from the requirement that a Form N-
2 registrant must furnish the undertakings required by
item 34.4 of Form N-2.
(9) The Commission shall revise rule 497 under the
Securities Act of 1933 (17 C.F.R. 230.497) to include a process
for a business development company to file a form of prospectus
that is parallel to the process for filing a form of prospectus
under rule 424(b).
(10) The Commission shall revise rules 172 and 173 under
the Securities Act of 1933 (17 C.F.R. 230.172 and 230.173) to
remove the exclusion of an offering of a business development
company from those rules.
(11) The Commission shall revise rule 418 under the
Securities Act of 1933 (17 C.F.R. 230.418) to provide that a
business development company that would otherwise meet the
eligibility requirements of General Instruction I.A of Form S-3
shall be exempt from paragraph (a)(3) of that rule.
(12) The Commission shall revise rule 14a-101 under the
Securities Exchange Act of 1934 (17 C.F.R. 240.14a-101) to
provide that a business development company that would
otherwise meet the requirements of General Instruction I.A of
Form S-3 shall be deemed to meet the requirements of Form S-3
for purposes of Schedule 14A.
(13) The Commission shall revise rule 103 under Regulation
FD (17 C.F.R. 243.103) to provide that paragraph (a) of that
rule applies for purposes of Form N-2.
(b) Revision to Form N-2.--Not later than 1 year after the date of
enactment of this Act, the Commission shall revise Form N-2--
(1) to include an item or instruction that is similar to
item 12 on Form S-3 to provide that a business development
company that would otherwise meet the requirements of Form S-3
shall incorporate by reference its reports and documents filed
under the Securities Exchange Act of 1934 into its registration
statement filed on Form N-2; and
(2) to include an item or instruction that is similar to
the instruction regarding automatic shelf offerings by well-
known seasoned issuers on Form S-3 to provide that a business
development company that is a well-known seasoned issuer may
file automatic shelf offerings on Form N-2.
(c) Treatment if Revisions Not Completed in Timely Manner.--If the
Commission fails to complete the revisions required by subsections (a)
and (b) by the time required by such subsections, a business
development company shall be entitled to treat such revisions as having
been completed in accordance with the actions required to be taken by
the Commission by such subsections until such time as such revisions
are completed by the Commission.
(d) Rule of Construction.--Any reference in this section to a rule
or form means such rule or form or any successor rule or form.
Subtitle I--Fostering Innovation
SEC. 441. TEMPORARY EXEMPTION FOR LOW-REVENUE ISSUERS.
Section 404 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262) is
amended by adding at the end the following:
``(d) Temporary Exemption for Low-Revenue Issuers.--
``(1) Low-revenue exemption.--Subsection (b) shall not
apply with respect to an audit report prepared for an issuer
that--
``(A) ceased to be an emerging growth company on
the last day of the fiscal year of the issuer following
the fifth anniversary of the date of the first sale of
common equity securities of the issuer pursuant to an
effective registration statement under the Securities
Act of 1933;
``(B) had average annual gross revenues of less
than $50,000,000 as of its most recently completed
fiscal year; and
``(C) is not a large accelerated filer.
``(2) Expiration of temporary exemption.--An issuer ceases
to be eligible for the exemption described under paragraph (1)
at the earliest of--
``(A) the last day of the fiscal year of the issuer
following the tenth anniversary of the date of the
first sale of common equity securities of the issuer
pursuant to an effective registration statement under
the Securities Act of 1933;
``(B) the last day of the fiscal year of the issuer
during which the average annual gross revenues of the
issuer exceed $50,000,000; or
``(C) the date on which the issuer becomes a large
accelerated filer.
``(3) Definitions.--For purposes of this subsection:
``(A) Average annual gross revenues.--The term
`average annual gross revenues' means the total gross
revenues of an issuer over its most recently completed
three fiscal years divided by three.
``(B) Emerging growth company.--The term `emerging
growth company' has the meaning given such term under
section 3 of the Securities Exchange Act of 1934 (15
U.S.C. 78c).
``(C) Large accelerated filer.--The term `large
accelerated filer' has the meaning given that term
under section 240.12b-2 of title 17, Code of Federal
Regulations, or any successor thereto.''.
Subtitle J--Small Business Capital Formation Enhancement
SEC. 446. ANNUAL REVIEW OF GOVERNMENT-BUSINESS FORUM ON CAPITAL
FORMATION.
Section 503 of the Small Business Investment Incentive Act of 1980
(15 U.S.C. 80c-1) is amended by adding at the end the following:
``(e) The Commission shall--
``(1) review the findings and recommendations of the forum;
and
``(2) each time the forum submits a finding or
recommendation to the Commission, promptly issue a public
statement--
``(A) assessing the finding or recommendation of
the forum; and
``(B) disclosing the action, if any, the Commission
intends to take with respect to the finding or
recommendation.''.
Subtitle K--Helping Angels Lead Our Startups
SEC. 451. DEFINITION OF ANGEL INVESTOR GROUP.
As used in this subtitle, the term ``angel investor group'' means
any group that--
(1) is composed of accredited investors interested in
investing personal capital in early-stage companies;
(2) holds regular meetings and has defined processes and
procedures for making investment decisions, either individually
or among the membership of the group as a whole; and
(3) is neither associated nor affiliated with brokers,
dealers, or investment advisers.
SEC. 452. CLARIFICATION OF GENERAL SOLICITATION.
(a) In General.--Not later than 6 months after the date of
enactment of this Act, the Securities and Exchange Commission shall
revise Regulation D of its rules (17 C.F.R. 230.500 et seq.) to require
that in carrying out the prohibition against general solicitation or
general advertising contained in section 230.502(c) of title 17, Code
of Federal Regulations, the prohibition shall not apply to a
presentation or other communication made by or on behalf of an issuer
which is made at an event--
(1) sponsored by--
(A) the United States or any territory thereof, by
the District of Columbia, by any State, by a political
subdivision of any State or territory, or by any agency
or public instrumentality of any of the foregoing;
(B) a college, university, or other institution of
higher education;
(C) a nonprofit organization;
(D) an angel investor group;
(E) a venture forum, venture capital association,
or trade association; or
(F) any other group, person or entity as the
Securities and Exchange Commission may determine by
rule;
(2) where any advertising for the event does not reference
any specific offering of securities by the issuer;
(3) the sponsor of which--
(A) does not make investment recommendations or
provide investment advice to event attendees;
(B) does not engage in an active role in any
investment negotiations between the issuer and
investors attending the event;
(C) does not charge event attendees any fees other
than administrative fees; and
(D) does not receive any compensation with respect
to such event that would require registration of the
sponsor as a broker or a dealer under the Securities
Exchange Act of 1934, or as an investment advisor under
the Investment Advisers Act of 1940; and
(4) where no specific information regarding an offering of
securities by the issuer is communicated or distributed by or
on behalf of the issuer, other than--
(A) that the issuer is in the process of offering
securities or planning to offer securities;
(B) the type and amount of securities being
offered;
(C) the amount of securities being offered that
have already been subscribed for; and
(D) the intended use of proceeds of the offering.
(b) Rule of Construction.--Subsection (a) may only be construed as
requiring the Securities and Exchange Commission to amend the
requirements of Regulation D with respect to presentations and
communications, and not with respect to purchases or sales.
Subtitle L--Main Street Growth
SEC. 456. VENTURE EXCHANGES.
(a) Securities Exchange Act of 1934.--Section 6 of the Securities
Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end
the following:
``(m) Venture Exchange.--
``(1) Registration.--
``(A) In general.--A national securities exchange
may elect to be treated (or for a listing tier of such
exchange to be treated) as a venture exchange by
notifying the Commission of such election, either at
the time the exchange applies to be registered as a
national securities exchange or after registering as a
national securities exchange.
``(B) Determination time period.--With respect to a
securities exchange electing to be treated (or for a
listing tier of such exchange to be treated) as a
venture exchange--
``(i) at the time the exchange applies to
be registered as a national securities
exchange, such application and election shall
be deemed to have been approved by the
Commission unless the Commission denies such
application before the end of the 6-month
period beginning on the date the Commission
received such application; and
``(ii) after registering as a national
securities exchange, such election shall be
deemed to have been approved by the Commission
unless the Commission denies such approval
before the end of the 6-month period beginning
on the date the Commission received
notification of such election.
``(2) Powers and restrictions.--A venture exchange--
``(A) may only constitute, maintain, or provide a
market place or facilities for bringing together
purchasers and sellers of venture securities;
``(B) may determine the increment to be used for
quoting and trading venture securities on the exchange;
``(C) shall disseminate last sale and quotation
information on terms that are fair and reasonable and
not unreasonably discriminatory;
``(D) may choose to carry out periodic auctions for
the sale of a venture security instead of providing
continuous trading of the venture security; and
``(E) may not extend unlisted trading privileges to
any venture security.
``(3) Exemptions from certain national security exchange
regulations.--A venture exchange shall not be required to--
``(A) comply with any of sections 242.600 through
242.612 of title 17, Code of Federal Regulations;
``(B) comply with any of sections 242.300 through
242.303 of title 17, Code of Federal Regulations;
``(C) submit any data to a securities information
processor; or
``(D) use decimal pricing.
``(4) Treatment of certain exempted securities.--A security
that is exempt from registration pursuant to section 3(b) of
the Securities Act of 1933 shall be exempt from section 12(a)
of this title with respect to the trading of such security on a
venture exchange, if the issuer of such security is in
compliance with all disclosure obligations of such section 3(b)
and the regulations issued under such section.
``(5) Definitions.--For purposes of this subsection:
``(A) Early-stage, growth company.--
``(i) In general.--The term `early-stage,
growth company' means an issuer--
``(I) that has not made an initial
public offering of any securities of
the issuer; and
``(II) with a market capitalization
of $1,000,000,000 (as such amount is
indexed for inflation every 5 years by
the Commission to reflect the change in
the Consumer Price Index for All Urban
Consumers published by the Bureau of
Labor Statistics, setting the threshold
to the nearest $1,000,000) or less.
``(ii) Treatment when market capitalization
exceeds threshold.--
``(I) In general.--In the case of
an issuer that is an early-stage,
growth company the securities of which
are traded on a venture exchange, such
issuer shall not cease to be an early-
stage, growth company by reason of the
market capitalization of such issuer
exceeding the threshold specified in
clause (i)(II) until the end of the
period of 24 consecutive months during
which the market capitalization of such
issuer exceeds $2,000,000,000 (as such
amount is indexed for inflation every 5
years by the Commission to reflect the
change in the Consumer Price Index for
All Urban Consumers published by the
Bureau of Labor Statistics, setting the
threshold to the nearest $1,000,000).
``(II) Exemptions.--If an issuer
would cease to be an early-stage,
growth company under subclause (I), the
venture exchange may, at the request of
the issuer, exempt the issuer from the
market capitalization requirements of
this subparagraph for the 1-year period
that begins on the day after the end of
the 24-month period described in such
subclause. The venture exchange may, at
the request of the issuer, extend the
exemption for 1 additional year.
``(B) Venture security.--The term `venture
security' means--
``(i) securities of an early-stage, growth
company that are exempt from registration
pursuant to section 3(b) of the Securities Act
of 1933; and
``(ii) securities of an emerging growth
company.''.
(b) Securities Act of 1933.--Section 18(b)(1) of the Securities Act
of 1933 (15 U.S.C. 77r(b)(1)) is amended--
(1) in subparagraph (B), by striking ``or'' at the end;
(2) in subparagraph (C), by striking the period and
inserting ``; or''; and
(3) by adding at the end the following:
``(D) a venture security, as defined under section
6(m)(5) of the Securities Exchange Act of 1934.''.
(c) Sense of Congress.--It is the sense of the Congress that the
Securities and Exchange Commission should--
(1) when necessary or appropriate in the public interest
and consistent with the protection of investors, make use of
the Commission's general exemptive authority under section 36
of the Securities Exchange Act of 1934 (15 U.S.C. 78mm) with
respect to the provisions added by this section; and
(2) if the Commission determines appropriate, create an
Office of Venture Exchanges within the Commission's Division of
Trading and Markets.
(d) Rule of Construction.--Nothing in this section or the
amendments made by this section shall be construed to impair or limit
the construction of the antifraud provisions of the securities laws (as
defined in section 3(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a))) or the authority of the Securities and Exchange
Commission under those provisions.
(e) Effective Date for Tiers of Existing National Securities
Exchanges.--In the case of a securities exchange that is registered as
a national securities exchange under section 6 of the Securities
Exchange Act of 1934 (15 U.S.C. 78f) on the date of the enactment of
this Act, any election for a listing tier of such exchange to be
treated as a venture exchange under subsection (m) of such section
shall not take effect before the date that is 180 days after such date
of enactment.
Subtitle M--Micro Offering Safe Harbor
SEC. 461. EXEMPTIONS FOR MICRO-OFFERINGS.
(a) In General.--Section 4 of the Securities Act of 1933 (15 U.S.C.
77d) is amended--
(1) in subsection (a), by adding at the end the following:
``(8) transactions meeting the requirements of subsection
(e).''; and
(2) as amended by section 434(2), by adding at the end the
following:
``(e) Certain Micro-Offerings.--The transactions referred to in
subsection (a)(8) are transactions involving the sale of securities by
an issuer (including all entities controlled by or under common control
with the issuer) that meet all of the following requirements:
``(1) Pre-existing relationship.--Each purchaser has a
substantive pre-existing relationship with an officer of the
issuer, a director of the issuer, or a shareholder holding 10
percent or more of the shares of the issuer.
``(2) 35 or fewer purchasers.--There are no more than, or
the issuer reasonably believes that there are no more than, 35
purchasers of securities from the issuer that are sold in
reliance on the exemption provided under subsection (a)(8)
during the 12-month period preceding such transaction.
``(3) Small offering amount.--The aggregate amount of all
securities sold by the issuer, including any amount sold in
reliance on the exemption provided under subsection (a)(8),
during the 12-month period preceding such transaction, does not
exceed $500,000.''.
(b) Exemption Under State Regulations.--Section 18(b)(4) of the
Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended--
(1) in subparagraph (F), by striking ``or'' at the end;
(2) in subparagraph (G), by striking the period and
inserting ``; or''; and
(3) by adding at the end the following:
``(H) section 4(a)(8).''.
Subtitle N--Private Placement Improvement
SEC. 466. REVISIONS TO SEC REGULATION D.
Not later than 45 days following the date of the enactment of this
Act, the Securities and Exchange Commission shall revise Regulation D
(17 C.F.R. 501 et seq.) in accordance with the following:
(1) The Commission shall revise Form D filing requirements
to require an issuer offering or selling securities in reliance
on an exemption provided under Rule 506 of Regulation D to file
with the Commission a single notice of sales containing the
information required by Form D for each new offering of
securities no earlier than 15 days after the date of the first
sale of securities in the offering. The Commission shall not
require such an issuer to file any notice of sales containing
the information required by Form D except for the single notice
described in the previous sentence.
(2) The Commission shall make the information contained in
each Form D filing available to the securities commission (or
any agency or office performing like functions) of each State
and territory of the United States and the District of
Columbia.
(3) The Commission shall not condition the availability of
any exemption for an issuer under Rule 506 of Regulation D (17
C.F.R. 230.506) on the issuer's or any other person's filing
with the Commission of a Form D or any similar report.
(4) The Commission shall not require issuers to submit
written general solicitation materials to the Commission in
connection with a Rule 506(c) offering, except when the
Commission requests such materials pursuant to the Commission's
authority under section 8A or section 20 of the Securities Act
of 1933 (15 U.S.C. 77h-1 or 77t) or section 9, 10(b), 21A, 21B,
or 21C of the Securities Exchange Act of 1934 (15 U.S.C. 78i,
78j(b), 78u-1, 78u-2, or 78u-3).
(5) The Commission shall not extend the requirements
contained in Rule 156 to private funds.
(6) The Commission shall revise Rule 501(a) of Regulation D
to provide that a person who is a ``knowledgeable employee'' of
a private fund or the fund's investment adviser, as defined in
Rule 3c-5(a)(4) (17 C.F.R. 270.3c-5(a)(4)), shall be an
accredited investor for purposes of a Rule 506 offering of a
private fund with respect to which the person is a
knowledgeable employee.
Subtitle O--Supporting America's Innovators
SEC. 471. INVESTOR LIMITATION FOR QUALIFYING VENTURE CAPITAL FUNDS.
Section 3(c)(1) of the Investment Company Act of 1940 (15 U.S.C.
80a-3(c)(1)) is amended--
(1) by inserting after ``one hundred persons'' the
following: ``(or, with respect to a qualifying venture capital
fund, 500 persons)''; and
(2) by adding at the end the following:
``(C) The term `qualifying venture capital fund'
means any venture capital fund (as defined pursuant to
section 203(l)(1) of the Investment Advisers Act of
1940 (15 U.S.C. 80b-3(l)(1)) with no more than
$50,000,000 in aggregate capital contributions and
uncalled committed capital, as such dollar amount is
annually adjusted by the Commission to reflect the
change in the Consumer Price Index for All Urban
Consumers published by the Bureau of Labor Statistics
of the Department of Labor.''.
Subtitle P--Fix Crowdfunding
SEC. 476. CROWDFUNDING EXEMPTION.
(a) Securities Act of 1933.--Section 4(a) of the Securities Act of
1933 (15 U.S.C. 77d) is amended by striking paragraph (6) and inserting
the following:
``(6) transactions involving the offer or sale of
securities by an issuer, provided that--
``(A) in the case of a transaction involving an
intermediary between the issuer and the investor, such
intermediary complies with the requirements under
section 4A(a); and
``(B) in the case of a transaction not involving an
intermediary between the issuer and the investor, the
issuer complies with the requirements under section
4A(b).''.
(b) Requirements to Qualify for Crowdfunding Exemption.--Section 4A
of the Securities Act of 1933 (15 U.S.C. 77d-1) is amended to read as
follows:
``SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL TRANSACTIONS.
``(a) Requirements on Intermediaries.--For purposes of section
4(a)(6), a person acting as an intermediary in a transaction involving
the offer or sale of securities shall comply with the requirements of
this subsection if the intermediary--
``(1) warns investors, including on the intermediary's
website used for the offer and sale of such securities, of the
speculative nature generally applicable to investments in
startups, emerging businesses, and small issuers, including
risks in the secondary market related to illiquidity;
``(2) warns investors that they are subject to the
restriction on sales requirement described under subsection
(e);
``(3) takes reasonable measures to reduce the risk of fraud
with respect to such transaction;
``(4) registers with the Commission and the Financial
Industry Regulatory Authority, including by providing the
Commission with the intermediary's physical address, website
address, and the names of the intermediary and employees of the
intermediary, and keep such information up-to-date;
``(5) provides the Commission with continuous investor-
level access to the intermediary's website;
``(6) requires each potential investor to answer questions
demonstrating--
``(A) an understanding of the level of risk
generally applicable to investments in startups,
emerging businesses, and small issuers;
``(B) an understanding of the risk of illiquidity;
and
``(C) such other areas as the Commission may
determine appropriate by rule or regulation, including
information relating to the owners' and management's
experience, and any related party transactions and
conflicts of interest;
``(7) carries out a background check on the issuer's
principals;
``(8) provides the Commission and potential investors with
notice of the offering not less than 10 days prior to such
offering, not later than the first day securities are offered
to potential investors, including--
``(A) the issuer's name, legal status, physical
address, and website address;
``(B) the names of the issuer's principals;
``(C) the stated purpose and intended use of the
proceeds of the offering sought by the issuer; and
``(D) the target offering amount and the deadline
to reach the target offering amount;
``(9) outsources cash-management functions to a qualified
third party custodian, such as a broker or dealer registered
under section 15(b)(1) of the Securities Exchange Act of 1934,
a trust company, or an insured depository institution;
``(10) makes available on the intermediary's website a
method of communication that permits the issuer and investors
to communicate with one another;
``(11) provides the Commission with a notice upon
completion of the offering, which shall include the aggregate
offering amount and the number of purchasers; and
``(b) Requirements on Issuers if No Intermediary.--For purposes of
section 4(a)(6), an issuer who offers or sells securities without an
intermediary shall comply with the requirements of this subsection if
the issuer--
``(1) warns investors, including on the issuer's website,
of the speculative nature generally applicable to investments
in startups, emerging businesses, and small issuers, including
risks in the secondary market related to illiquidity;
``(2) warns investors that they are subject to the
restriction on sales requirement described under subsection
(e);
``(3) takes reasonable measures to reduce the risk of fraud
with respect to such transaction;
``(4) provides the Commission with the issuer's physical
address, website address, and the names of the principals and
employees of the issuers, and keeps such information up-to-
date;
``(5) provides the Commission with continuous investor-
level access to the issuer's website;
``(6) requires each potential investor to answer questions
demonstrating--
``(A) an understanding of the level of risk
generally applicable to investments in startups,
emerging businesses, and small issuers;
``(B) an understanding of the risk of illiquidity;
and
``(C) such other areas as the Commission may
determine appropriate by rule or regulation;
``(7) provides the Commission with notice of the offering
not less than 10 days prior to such offering, not later than
the first day securities are offered to potential investors,
including--
``(A) the stated purpose and intended use of the
proceeds of the offering sought by the issuer; and
``(B) the target offering amount and the deadline
to reach the target offering amount;
``(8) outsources cash-management functions to a qualified
third party custodian, such as a broker or dealer registered
under section 15(b)(1) of the Securities Exchange Act of 1934,
a trust company, or an insured depository institution;
``(9) makes available on the issuer's website a method of
communication that permits the issuer and investors to
communicate with one another;
``(10) does not offer personalized investment advice;
``(11) provides the Commission with a notice upon
completion of the offering, which shall include the aggregate
offering amount and the number of purchasers; and
``(c) Verification of Income.--For purposes of section 4(a)(6), an
issuer or intermediary may rely on certifications as to annual income
provided by the person to whom the securities are sold to verify the
investor's income.
``(d) Information Available to States.--The Commission shall make
the notices described under subsections (a)(9), (a)(13), (b)(8), and
(b)(13) and the information described under subsections (a)(4) and
(b)(4) available to the States.
``(e) Restriction on Sales.--With respect to a transaction
involving the issuance of securities described under section 4(a)(6), a
purchaser may not transfer such securities during the 1-year period
beginning on the date of purchase, unless such securities are sold to--
``(1) the issuer of such securities; or
``(2) an accredited investor.
``(f) Construction.--
``(1) No registration as broker.--With respect to a
transaction described under section 4(a)(6) involving an
intermediary, such intermediary shall not be required to
register as a broker under section 15(a)(1) of the Securities
Exchange Act of 1934 solely by reason of participation in such
transaction.
``(2) No preclusion of other capital raising.--Nothing in
this section or section 4(a)(6) shall be construed as
preventing an issuer from raising capital through methods not
described under section 4(a)(6).''.
(c) Rulemaking.--Not later than 180 days after the date of
enactment of this Act, the Securities and Exchange Commission shall
issue or revise such rules as may be necessary to carry out section 4A
of the Securities Act of 1933, ans amended by this Act. In issuing or
revising such rules, the Commission shall consider the costs and
benefits of the action.
(d) Disqualification.--Not later than 180 days after the date of
enactment of this Act, the Securities and Exchange Commission shall by
rule or regulation establish disqualification provisions under which an
issuer shall not be eligible to utilize the exemption under section
4(a)(6) of the Securities Act of 1933 (as amended by this Act) based on
the disciplinary history of the issuer or its predecessors, affiliates,
officers, directors, or persons fulfilling similar roles. The
Commission shall also establish disqualification provisions under which
an intermediary shall not be eligible to act as an intermediary in
connection with an offering utilizing the exemption under section
4(a)(6) of the Securities Act of 1933 based on the disciplinary history
of the intermediary or its predecessors, affiliates, officers,
directors, or persons fulfilling similar roles. Such provisions shall
be substantially similar to the disqualification provisions contained
in the regulations adopted in accordance with section 926 of the Dodd-
Frank Wall Street Reform and Consumer Protection Act (15 U.S.C. 77d
note).
SEC. 477. EXCLUSION OF CROWDFUNDING INVESTORS FROM SHAREHOLDER CAP.
Section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(g)(5)) is amended--
(1) by striking ``(5) For the purposes'' and inserting:
``(5) Definitions.--
``(A) In general.--For the purposes''; and
(2) by adding at the end the following:
``(B) Exclusion for persons holding certain
securities.--For purposes of this subsection,
securities held by persons who purchase such securities
in transactions described under section 4(a)(6) of the
Securities Act of 1933 shall not be deemed to be `held
of record'.''.
SEC. 478. PREEMPTION OF STATE LAW.
(a) In General.--Section 18(b)(4)(C) of the Securities Act of 1933
(15 U.S.C. 77r(b)(4)(C)) is amended by striking ``section 4(6)'' and
inserting ``section 4(a)(6)''.
(b) Clarification of the Preservation of State Enforcement
Authority.--
(1) In general.--The amendments made by subsection (a)
relate solely to State registration, documentation, and
offering requirements, as described under section 18(a) of
Securities Act of 1933 (15 U.S.C. 77r(a)), and shall have no
impact or limitation on other State authority to take
enforcement action with regard to an issuer, intermediary, or
any other person or entity using the exemption from
registration provided by section 4(a)(6) of such Act, except
that a State may not impose any fees under such authority.
(2) Clarification of state jurisdiction over unlawful
conduct of intermediaries, issuers, and custodians.--Section
18(c)(1) of the Securities Act of 1933 is amended by striking
``in connection with securities or securities transactions''
and all that follows and inserting the following: ``, in
connection with securities or securities transactions, with
respect to--
``(A) fraud or deceit;
``(B) unlawful conduct by a broker or dealer; and
``(C) with respect to a transaction described under
section 4(a)(6), unlawful conduct by an intermediary,
issuer, or custodian.''.
SEC. 479. TREATMENT OF FUNDING PORTALS.
Section 5312(c) of title 31, United States Code, is amended by
adding at the end the following:
``(2) Funding portals not included in definition.--The term
`financial institution' (as defined in subsection (a)) does not
include a funding portal (as defined under section 3(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(a))).''.
Subtitle Q--Corporate Governance Reform and Transparency
SEC. 481. DEFINITIONS.
(a) Securities Exchange Act of 1934.--Section 3(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended by adding
at the end the following new paragraphs:
``(83) Proxy advisory firm.--The term `proxy advisory firm'
means any person who is primarily engaged in the business of
providing proxy voting research, analysis, or recommendations
to clients, which conduct constitutes a solicitation within the
meaning of section 14 and the Commission's rules and
regulations thereunder, except to the extent that the person is
exempted by such rules and regulations from requirements
otherwise applicable to persons engaged in a solicitation.
``(84) Person associated with a proxy advisory firm.--The
term `person associated with' a proxy advisory firm means any
partner, officer, or director of a proxy advisory firm (or any
person occupying a similar status or performing similar
functions), any person directly or indirectly controlling,
controlled by, or under common control with a proxy advisory
firm, or any employee of a proxy advisory firm, except that
persons associated with a proxy advisory firm whose functions
are clerical or ministerial shall not be included in the
meaning of such term. The Commission may by rules and
regulations classify, for purposes or any portion or portions
of this Act, persons, including employees controlled by a proxy
advisory firm.''.
(b) Applicable Definitions.--As used in this subtitle--
(1) the term ``Commission'' means the Securities and
Exchange Commission; and
(2) the term ``proxy advisory firm'' has the same meaning
as in section 3(a)(83) of the Securities Exchange Act of 1934,
as added by this subtitle.
SEC. 482. REGISTRATION OF PROXY ADVISORY FIRMS.
(a) Amendment.--The Securities Exchange Act of 1934 is amended by
inserting after section 15G the following new section:
``SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS.
``(a) Conduct Prohibited.--It shall be unlawful for a proxy
advisory firm to make use of the mails or any means or instrumentality
of interstate commerce to provide proxy voting research, analysis, or
recommendations to any client, unless such proxy advisory firm is
registered under this section.
``(b) Registration Procedures.--
``(1) Application for registration.--
``(A) In general.--A proxy advisory firm must file
with the Commission an application for registration, in
such form as the Commission shall require, by rule or
regulation, and containing the information described in
subparagraph (B).
``(B) Required information.--An application for
registration under this section shall contain
information regarding--
``(i) a certification that the applicant
has adequate financial and managerial resources
to consistently provide proxy advice based on
accurate information;
``(ii) the procedures and methodologies
that the applicant uses in developing proxy
voting recommendations, including whether and
how the applicant considers the size of a
company when making proxy voting
recommendations;
``(iii) the organizational structure of the
applicant;
``(iv) whether or not the applicant has in
effect a code of ethics, and if not, the
reasons therefor;
``(v) any potential or actual conflict of
interest relating to the ownership structure of
the applicant or the provision of proxy
advisory services by the applicant, including
whether the proxy advisory firm engages in
services ancillary to the provision of proxy
advisory services such as consulting services
for corporate issuers, and if so the revenues
derived therefrom;
``(vi) the policies and procedures in place
to manage conflicts of interest under
subsection (f); and
``(vii) any other information and documents
concerning the applicant and any person
associated with such applicant as the
Commission, by rule, may prescribe as necessary
or appropriate in the public interest or for
the protection of investors.
``(2) Review of application.--
``(A) Initial determination.--Not later than 90
days after the date on which the application for
registration is filed with the Commission under
paragraph (1) (or within such longer period as to which
the applicant consents) the Commission shall--
``(i) by order, grant registration; or
``(ii) institute proceedings to determine
whether registration should be denied.
``(B) Conduct of proceedings.--
``(i) Content.--Proceedings referred to in
subparagraph (A)(ii) shall--
``(I) include notice of the grounds
for denial under consideration and an
opportunity for hearing; and
``(II) be concluded not later than
120 days after the date on which the
application for registration is filed
with the Commission under paragraph
(1).
``(ii) Determination.--At the conclusion of
such proceedings, the Commission, by order,
shall grant or deny such application for
registration.
``(iii) Extension authorized.--The
Commission may extend the time for conclusion
of such proceedings for not longer than 90
days, if it finds good cause for such extension
and publishes its reasons for so finding, or
for such longer period as to which the
applicant consents.
``(C) Grounds for decision.--The Commission shall
grant registration under this subsection--
``(i) if the Commission finds that the
requirements of this section are satisfied; and
``(ii) unless the Commission finds (in
which case the Commission shall deny such
registration) that--
``(I) the applicant has failed to
certify to the Commission's
satisfaction that it has adequate
financial and managerial resources to
consistently provide proxy advice based
on accurate information and to
materially comply with the procedures
and methodologies disclosed under
paragraph (1)(B) and with subsections
(f) and (g); or
``(II) if the applicant were so
registered, its registration would be
subject to suspension or revocation
under subsection (e).
``(3) Public availability of information.--Subject to
section 24, the Commission shall make the information and
documents submitted to the Commission by a proxy advisory firm
in its completed application for registration, or in any
amendment submitted under paragraph (1) or (2) of subsection
(c), publicly available on the Commission's website, or through
another comparable, readily accessible means.
``(c) Update of Registration.--
``(1) Update.--Each registered proxy advisory firm shall
promptly amend and update its application for registration
under this section if any information or document provided
therein becomes materially inaccurate, except that a registered
proxy advisory firm is not required to amend the information
required to be filed under subsection (b)(1)(B)(i) by filing
information under this paragraph, but shall amend such
information in the annual submission of the organization under
paragraph (2) of this subsection.
``(2) Certification.--Not later than 90 calendar days after
the end of each calendar year, each registered proxy advisory
firm shall file with the Commission an amendment to its
registration, in such form as the Commission, by rule, may
prescribe as necessary or appropriate in the public interest or
for the protection of investors--
``(A) certifying that the information and documents
in the application for registration of such registered
proxy advisory firm continue to be accurate in all
material respects; and
``(B) listing any material change that occurred to
such information or documents during the previous
calendar year.
``(d) Censure, Denial, or Suspension of Registration; Notice and
Hearing.--The Commission, by order, shall censure, place limitations on
the activities, functions, or operations of, suspend for a period not
exceeding 12 months, or revoke the registration of any registered proxy
advisory firm if the Commission finds, on the record after notice and
opportunity for hearing, that such censure, placing of limitations,
suspension, or revocation is necessary for the protection of investors
and in the public interest and that such registered proxy advisory
firm, or any person associated with such an organization, whether prior
to or subsequent to becoming so associated--
``(1) has committed or omitted any act, or is subject to an
order or finding, enumerated in subparagraph (A), (D), (E),
(H), or (G) of section 15(b)(4), has been convicted of any
offense specified in section 15(b)(4)(B), or is enjoined from
any action, conduct, or practice specified in subparagraph (C)
of section 15(b)(4), during the 10-year period preceding the
date of commencement of the proceedings under this subsection,
or at any time thereafter;
``(2) has been convicted during the 10-year period
preceding the date on which an application for registration is
filed with the Commission under this section, or at any time
thereafter, of--
``(A) any crime that is punishable by imprisonment
for one or more years, and that is not described in
section 15(b)(4)(B); or
``(B) a substantially equivalent crime by a foreign
court of competent jurisdiction;
``(3) is subject to any order of the Commission barring or
suspending the right of the person to be associated with a
registered proxy advisory firm;
``(4) fails to furnish the certifications required under
subsections (b)(2)(C)(ii)(I) and (c)(2);
``(5) has engaged in one or more prohibited acts enumerated
in paragraph (1); or
``(6) fails to maintain adequate financial and managerial
resources to consistently offer advisory services with
integrity, including by failing to comply with subsections (f)
or (g).
``(e) Termination of Registration.--
``(1) Voluntary withdrawal.--A registered proxy advisory
firm may, upon such terms and conditions as the Commission may
establish as necessary in the public interest or for the
protection of investors, which terms and conditions shall
include at a minimum that the registered proxy advisory firm
will no longer conduct such activities as to bring it within
the definition of proxy advisory firm in section 3(a)(83) of
the Securities Exchange Act of 1934, withdraw from registration
by filing a written notice of withdrawal to the Commission.
``(2) Commission authority.--In addition to any other
authority of the Commission under this title, if the Commission
finds that a registered proxy advisory firm is no longer in
existence or has ceased to do business as a proxy advisory
firm, the Commission, by order, shall cancel the registration
under this section of such registered proxy advisory firm.
``(f) Management of Conflicts of Interest.--
``(1) Organization policies and procedures.--Each
registered proxy advisory firm shall establish, maintain, and
enforce written policies and procedures reasonably designed,
taking into consideration the nature of the business of such
registered proxy advisory firm and associated persons, to
address and manage any conflicts of interest that can arise
from such business.
``(2) Commission authority.--The Commission shall issue
final rules to prohibit, or require the management and
disclosure of, any conflicts of interest relating to the
offering of proxy advisory services by a registered proxy
advisory firm, including, without limitation, conflicts of
interest relating to--
``(A) the manner in which a registered proxy
advisory firm is compensated by the client, or any
affiliate of the client, for providing proxy advisory
services;
``(B) the provision of consulting, advisory, or
other services by a registered proxy advisory firm, or
any person associated with such registered proxy
advisory firm, to the client;
``(C) business relationships, ownership interests,
or any other financial or personal interests between a
registered proxy advisory firm, or any person
associated with such registered proxy advisory firm,
and any client, or any affiliate of such client;
``(D) transparency around the formulation of proxy
voting policies;
``(E) the execution of proxy votes if such votes
are based upon recommendations made by the proxy
advisory firm in which someone other than the issuer is
a proponent;
``(F) issuing recommendations where proxy advisory
firms provide advisory services to a company; and
``(G) any other potential conflict of interest, as
the Commission deems necessary or appropriate in the
public interest or for the protection of investors.
``(g) Reliability of Proxy Advisory Firm Services.--
``(1) In general.--Each registered proxy advisory firm
shall have staff sufficient to produce proxy voting
recommendations that are based on accurate and current
information. Each registered proxy advisory firm shall detail
procedures sufficient to permit companies receiving proxy
advisory firm recommendations access in a reasonable time to
the draft recommendations, with an opportunity to provide
meaningful comment thereon, including the opportunity to
present details to the person responsible for developing the
recommendation in person or telephonically. Each registered
proxy advisory firm shall employ an ombudsman to receive
complaints about the accuracy of voting information used in
making recommendations from the subjects of the proxy advisory
firm's voting recommendations, and shall resolve those
complaints in a timely fashion and in any event prior to voting
on the matter to which the recommendation relates.
``(2) Draft recommendations defined.--For purposes of this
subsection, the term `draft recommendations'--
``(A) means the overall conclusions of proxy voting
recommendations prepared for the clients of a proxy
advisory firm, including any public data cited therein,
any company information or substantive analysis
impacting the recommendation, and the specific voting
recommendations on individual proxy ballot issues; and
``(B) does not include the entirety of the proxy
advisory firm's final report to its clients.
``(h) Designation of Compliance Officer.--Each registered proxy
advisory firm shall designate an individual responsible for
administering the policies and procedures that are required to be
established pursuant to subsections (f) and (g), and for ensuring
compliance with the securities laws and the rules and regulations
thereunder, including those promulgated by the Commission pursuant to
this section.
``(i) Prohibited Conduct.--
``(1) Prohibited acts and practices.--The Commission shall
issue final rules to prohibit any act or practice relating to
the offering of proxy advisory services by a registered proxy
advisory firm that the Commission determines to be unfair or
coercive, including any act or practice relating to--
``(A) conditioning a voting recommendation or other
proxy advisory firm recommendation on the purchase by
an issuer or an affiliate thereof of other services or
products, of the registered proxy advisory firm or any
person associated with such registered proxy advisory
firm; and
``(B) modifying a voting recommendation or
otherwise departing from its adopted systematic
procedures and methodologies in the provision of proxy
advisory services, based on whether an issuer, or
affiliate thereof, subscribes or will subscribe to
other services or product of the registered proxy
advisory firm or any person associated with such
organization.
``(2) Rule of construction.--Nothing in paragraph (1), or
in any rules or regulations adopted thereunder, may be
construed to modify, impair, or supersede the operation of any
of the antitrust laws (as defined in the first section of the
Clayton Act, except that such term includes section 5 of the
Federal Trade Commission Act, to the extent that such section 5
applies to unfair methods of competition).
``(j) Statements of Financial Condition.--Each registered proxy
advisory firm shall, on a confidential basis, file with the Commission,
at intervals determined by the Commission, such financial statements,
certified (if required by the rules or regulations of the Commission)
by an independent public auditor, and information concerning its
financial condition, as the Commission, by rule, may prescribe as
necessary or appropriate in the public interest or for the protection
of investors.
``(k) Annual Report.--Each registered proxy advisory firm shall, at
the beginning of each fiscal year of such firm, report to the
Commission on the number of shareholder proposals its staff reviewed in
the prior fiscal year, the number of recommendations made in the prior
fiscal year, the number of staff who reviewed and made recommendations
on such proposals in the prior fiscal year, and the number of
recommendations made in the prior fiscal year where the proponent of
such recommendation was a client of or received services from the proxy
advisory firm.
``(l) Transparent Policies.--Each registered proxy advisory firm
shall file with the Commission and make publicly available its
methodology for the formulation of proxy voting policies and voting
recommendations.
``(m) Rules of Construction.--
``(1) No waiver of rights, privileges, or defenses.--
Registration under and compliance with this section does not
constitute a waiver of, or otherwise diminish, any right,
privilege, or defense that a registered proxy advisory firm may
otherwise have under any provision of State or Federal law,
including any rule, regulation, or order thereunder.
``(2) No private right of action.--Nothing in this section
may be construed as creating any private right of action, and
no report filed by a registered proxy advisory firm in
accordance with this section or section 17 shall create a
private right of action under section 18 or any other provision
of law.
``(n) Regulations.--
``(1) New provisions.--Such rules and regulations as are
required by this section or are otherwise necessary to carry
out this section, including the application form required under
subsection (a)--
``(A) shall be issued by the Commission, not later
than 180 days after the date of enactment of this
section; and
``(B) shall become effective not later than 1 year
after the date of enactment of this section.
``(2) Review of existing regulations.--Not later than 270
days after the date of enactment of this section, the
Commission shall--
``(A) review its existing rules and regulations
which affect the operations of proxy advisory firms;
``(B) amend or revise such rules and regulations in
accordance with the purposes of this section, and issue
such guidance, as the Commission may prescribe as
necessary or appropriate in the public interest or for
the protection of investors; and
``(C) direct Commission staff to withdraw the Egan
Jones Proxy Services (May 27, 2004) and Institutional
Shareholder Services, Inc. (September 15, 2004) no-
action letters.
``(o) Applicability.--This section, other than subsection (n),
which shall apply on the date of enactment of this section, shall apply
on the earlier of--
``(1) the date on which regulations are issued in final
form under subsection (n)(1); or
``(2) 270 days after the date of enactment of this
section.''.
(b) Conforming Amendment.--Section 17(a)(1) of the Securities
Exchange Act of 1934 (15 U.S.C. 78q(a)(1)) is amended by inserting
``proxy advisory firm,'' after ``nationally recognized statistical
rating organization,''.
SEC. 483. COMMISSION ANNUAL REPORT.
The Commission shall make an annual report publicly available on
the Commission's Internet website. Such report shall, with respect to
the year to which the report relates--
(1) identify applicants for registration under section 15H
of the Securities Exchange Act of 1934, as added by this
subtitle;
(2) specify the number of and actions taken on such
applications;
(3) specify the views of the Commission on the state of
competition, transparency, policies and methodologies, and
conflicts of interest among proxy advisory firms;
(4) include the determination of the Commission with regard
to--
(A) the quality of proxy advisory services issued
by proxy advisory firms;
(B) the financial markets;
(C) competition among proxy advisory firms;
(D) the incidence of undisclosed conflicts of
interest by proxy advisory firms;
(E) the process for registering as a proxy advisory
firm; and
(F) such other matters relevant to the
implementation of this subtitle and the amendments made
by this subtitle, as the Commission determines
necessary to bring to the attention of the Congress;
(5) identify problems, if any, that have resulted from the
implementation of this subtitle and the amendments made by this
subtitle; and
(6) recommend solutions, including any legislative or
regulatory solutions, to any problems identified under
paragraphs (4) and (5).
Subtitle R--Senior Safe
SEC. 491. IMMUNITY.
(a) Definitions.--In this subtitle--
(1) the term ``Bank Secrecy Act Officer'' means an
individual responsible for ensuring compliance with the
requirements mandated by subchapter II of chapter 53 of title
31, United States Code;
(2) the term ``broker-dealer'' means a broker or dealer, as
those terms are defined, respectively, in section 3(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(a));
(3) the term ``covered agency'' means--
(A) a State financial regulatory agency, including
a State securities or law enforcement authority and a
State insurance regulator;
(B) each of the Federal financial institutions
regulatory agencies;
(C) the Securities and Exchange Commission;
(D) a law enforcement agency;
(E) and State or local agency responsible for
administering adult protective service laws; and
(F) a State attorney general.
(4) the term ``covered financial institution'' means--
(A) a credit union;
(B) a depository institution;
(C) an investment advisor;
(D) a broker-dealer;
(E) an insurance company;
(F) a State attorney general; and
(G) a transfer agent.
(5) the term ``credit union'' means a Federal credit union,
State credit union, or State-chartered credit union, as those
terms are defined in section 101 of the Federal Credit Union
Act (12 U.S.C. 1752);
(6) the term ``depository institution'' has the meaning
given the term in section 3(c) of the Federal Deposit Insurance
Act (12 U.S.C. 1813(c));
(7) the term ``exploitation'' means the fraudulent or
otherwise illegal, unauthorized, or improper act or process of
an individual, including a caregiver or fiduciary, that--
(A) uses the resources of a senior citizen for
monetary personal benefit, profit, or gain; or
(B) results in depriving a senior citizen of
rightful access to or use of benefits, resources,
belongings or assets;
(8) the term ``Federal financial institutions regulatory
agencies'' has the meaning given the term in section 1003 of
the Federal Financial Institutions Examination Council Act of
1978 (12 U.S.C. 3302);
(9) the term ``investment adviser'' has the meaning given
the term in section 202 of the Investment Advisers Act of 1940
(15 U.S.C. 80b-2);
(10) the term ``insurance company'' has the meaning given
the term in section 2(a) of the Investment Company Act of 1940
(15 U.S.C. 80a-2(a));
(11) the term ``registered representative'' means an
individual who represents a broker-dealer in effecting or
attempting to affect a purchase or sale of securities;
(12) the term ``senior citizen'' means an individual who is
not less than 65 years of age;
(13) the term ``State insurance regulator'' has the meaning
given such term in section 315 of the Gramm-Leach-Bliley Act
(15 U.S.C. 6735);
(14) the term ``State securities or law enforcement
authority'' has the meaning given the term in section 24(f)(4)
of the Securities Exchange Act of 1934 (15 U.S.C. 78x(f)(4));
and
(15) the term ``transfer agent'' has the meaning given the
term in section 3(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)).
(b) Immunity From Suit.--
(1) Immunity for individuals.--An individual who has
received the training described in section 1092 shall not be
liable, including in any civil or administrative proceeding,
for disclosing the possible exploitation of a senior citizen to
a covered agency if the individual, at the time of the
disclosure--
(A) served as a supervisor, compliance officer
(including a Bank Secrecy Act Officer), or registered
representative for a covered financial institution; and
(B) made the disclosure with reasonable care
including reasonable efforts to avoid disclosure other
than to a covered agency.
(2) Immunity for covered financial institutions.--A covered
financial institution shall not be liable, including in any
civil or administrative proceeding, for a disclosure made by an
individual described in paragraph (1) if--
(A) the individual was employed by, or, in the case
of a registered representative, affiliated or
associated with, the covered financial institution at
the time of the disclosure; and
(B) before the time of the disclosure, the covered
financial institution provided the training described
in section 492 to each individual described in section
492(a).
SEC. 492. TRAINING REQUIRED.
(a) In General.--A covered financial institution may provide
training described in subsection (b)(1) to each officer or employee of,
or registered representative affiliated or associated with, the covered
financial institution who--
(1) is described in section 491(b)(1)(A);
(2) may come into contact with a senior citizen as a
regular part of the duties of the officer, employee, or
registered representative; or
(3) may review or approve the financial documents, records,
or transactions of a senior citizen in connection with
providing financial services to a senior citizen.
(b) Training.--
(1) In general.--The training described in this paragraph
shall--
(A) instruct any individual attending the training
on how to identify and report the suspected
exploitation of a senior citizen;
(B) discuss the need to protect the privacy and
respect the integrity of each individual customer of a
covered financial institution; and
(C) be appropriate to the job responsibilities of
the individual attending the training.
(2) Timing.--The training required under subsection (a)
shall be provided as soon as reasonably practicable but not
later than 1 year after the date on which an officer, employee,
or registered representative begins employment with or becomes
affiliated or associated with the covered financial
institution.
(3) Bank secrecy act officer.--An individual who is
designated as a compliance officer under an anti-money
laundering program established pursuant to section 5318(h) of
title 31, United States Code, shall be deemed to have received
the training described under this subsection.
SEC. 493. RELATIONSHIP TO STATE LAW.
Nothing in this Act shall be construed to preempt or limit any
provision of State law, except only to the extent that section 1091
provides a greater level of protection against liability to an
individual described in section 491(b)(1) or to a covered financial
institution described in section 491(b)(2) than is provided under State
law.
Subtitle S--National Securities Exchange Regulatory Parity
SEC. 496. APPLICATION OF EXEMPTION.
Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C.
77r(b)(1)), as amended by section 456(b), is further amended--
(1) by striking subparagraph (A);
(2) in subparagraph (B), by striking ``that the Commission
determines by rule (on its own initiative or on the basis of a
petition) are substantially similar to the listing standards
applicable to securities described in subparagraph (A)'' and
inserting ``that have been approved by the Commission'';
(3) in subparagraph (C), by striking ``or (B)''; and
(4) by redesignating subparagraphs (B), (C), and (D) as
subparagraphs (A), (B), and (C), respectively.
Subtitle T--Private Company Flexibility and Growth
SEC. 497. SHAREHOLDER THRESHOLD FOR REGISTRATION.
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is
amended--
(1) in section 12(g)--
(A) in paragraph (1)--
(i) by striking ``shall--'' and all that
follows through ``register such security'' and
inserting ``shall, not later than 120 days
after the last day of its first fiscal year
ended after the effective date of this
subsection on which the issuer has total assets
exceeding $10,000,000 (or such greater amount
of assets as the Commission may establish by
rule) and a class of equity security (other
than an exempted security) held of record by
2,000 or more persons (or such greater number
of persons as the Commission may establish by
rule), register such security''; and
(ii) by adding at the end the following:
``The dollar figure in this paragraph shall be
indexed for inflation every 5 years by the
Commission to reflect the change in the
Consumer Price Index for All Urban Consumers
published by the Bureau of Labor Statistics,
rounded to the nearest $100,000.''; and
(B) in paragraph (4), by striking ``300 persons''
and all that follows through ``1,200 persons persons''
and inserting ``1,200 persons''; and
(2) in section 15(d)(1), by striking ``300 persons'' and
all that follows through ``1,200 persons persons'' and
inserting ``1,200 persons''.
Subtitle U--Small Company Capital Formation Enhancements
SEC. 498. JOBS ACT-RELATED EXEMPTION.
Section 3(b) of the Securities Act of 1933 (15 U.S.C. 77c(b)) is
amended--
(1) in paragraph (2)(A), by striking ``$50,000,000'' and
inserting ``$75,000,000, adjusted for inflation by the
Commission every 2 years to the nearest $10,000 to reflect the
change in the Consumer Price Index for All Urban Consumers
published by the Bureau of Labor Statistics''; and
(2) in paragraph (5)--
(A) by striking ``such amount as'' and inserting:
``such amount, in addition to the adjustment for
inflation provided for under such paragraph (2)(A),
as''; and
(B) by striking ``such amount, it'' and inserting
``such amount, in addition to the adjustment for
inflation provided for under such paragraph (2)(A),
it''.
Subtitle V--Encouraging Public Offerings
SEC. 499. EXPANDING TESTING THE WATERS AND CONFIDENTIAL SUBMISSIONS.
The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended--
(1) in section 5(d), by striking ``an emerging growth
company or any person authorized to act on behalf of an
emerging growth company'' and inserting ``an issuer or any
person authorized to act on behalf of an issuer''; and
(2) in section 6(e)--
(A) in the heading, by striking ``Emerging Growth
Companies'' and inserting ``Draft Registration
Statements''; and
(B) by amending paragraph (1) to read as follows:
``(1) In general.--Any issuer, prior to its initial public
offering date, may confidentially submit to the Commission a
draft registration statement, for confidential nonpublic review
by the staff of the Commission prior to public filing, provided
that the initial confidential submission and all amendments
thereto shall be publicly filed with the Commission not later
than 15 days before the date on which the issuer conducts a
road show, as such term is defined in section 230.433(h)(4) of
title 17, Code of Federal Regulations, or any successor
thereto.''.
TITLE V--REGULATORY RELIEF FOR MAIN STREET AND COMMUNITY FINANCIAL
INSTITUTIONS
Subtitle A--Preserving Access to Manufactured Housing
SEC. 501. MORTGAGE ORIGINATOR DEFINITION.
Section 103 of the Truth in Lending Act (15 U.S.C. 1602) is
amended--
(1) by redesignating the second subsection (cc) and
subsection (dd) as subsections (dd) and (ee), respectively; and
(2) in paragraph (2)(C) of subsection (dd), as so
redesignated, by striking ``an employee of a retailer of
manufactured homes who is not described in clause (i) or (iii)
of subparagraph (A) and who does not advise a consumer on loan
terms (including rates, fees, and other costs)'' and inserting
``a retailer of manufactured or modular homes or its employees
unless such retailer or its employees receive compensation or
gain for engaging in activities described in subparagraph (A)
that is in excess of any compensation or gain received in a
comparable cash transaction''.
SEC. 502. HIGH-COST MORTGAGE DEFINITION.
Section 103 of the Truth in Lending Act (15 U.S.C. 1602), as
amended by section 501, is further amended--
(1) by redesignating subsection (aa) (relating to
disclosure of greater amount or percentage), as so designated
by section 1100A of the Consumer Financial Protection Act of
2010, as subsection (bb);
(2) by redesignating subsection (bb) (relating to high cost
mortgages), as so designated by section 1100A of the Consumer
Financial Protection Act of 2010, as subsection (aa), and
moving such subsection to immediately follow subsection (z);
and
(3) in subsection (aa)(1)(A), as so redesignated--
(A) in clause (i)(I), by striking ``(8.5 percentage
points, if the dwelling is personal property and the
transaction is for less than $50,000)'' and inserting
``(10 percentage points if the dwelling is personal
property or is a transaction that does not include the
purchase of real property on which a dwelling is to be
placed, and the transaction is for less than $75,000
(as such amount is adjusted by the Consumer Law
Enforcement Agency to reflect the change in the
Consumer Price Index))''; and
(B) in clause (ii)--
(i) in subclause (I), by striking ``or'' at
the end; and
(ii) by adding at the end the following:
``(III) in the case of a
transaction for less than $75,000 (as
such amount is adjusted by the Consumer
Law Enforcement Agency to reflect the
change in the Consumer Price Index) in
which the dwelling is personal property
(or is a consumer credit transaction
that does not include the purchase of
real property on which a dwelling is to
be placed) the greater of 5 percent of
the total transaction amount or $3,000
(as such amount is adjusted by the
Consumer Law Enforcement Agency to
reflect the change in the Consumer
Price Index); or''.
Subtitle B--Mortgage Choice
SEC. 506. DEFINITION OF POINTS AND FEES.
(a) Amendment to Section 103 of TILA.--Paragraph (4) of section
103(aa) of the Truth in Lending Act, as redesignated by section 502, is
amended--
(1) by striking ``paragraph (1)(B)'' and inserting
``paragraph (1)(A) and section 129C'';
(2) in subparagraph (C)--
(A) by inserting ``and insurance'' after ``taxes'';
(B) in clause (ii), by inserting ``, except as
retained by a creditor or its affiliate as a result of
their participation in an affiliated business
arrangement (as defined in section 3(7) of the Real
Estate Settlement Procedures Act of 1974 (12 U.S.C.
2602(7))'' after ``compensation''; and
(C) by striking clause (iii) and inserting the
following:
``(iii) the charge is--
``(I) a bona fide third-party charge not
retained by the mortgage originator, creditor,
or an affiliate of the creditor or mortgage
originator; or
``(II) a charge set forth in section
106(e)(1);''; and
(3) in subparagraph (D)--
(A) by striking ``accident,''; and
(B) by striking ``or any payments'' and inserting
``and any payments''.
(b) Amendment to Section 129C of TILA.--Section 129C of the Truth
in Lending Act (15 U.S.C. 1639c) is amended--
(1) in subsection (a)(5)(C), by striking ``103'' and all
that follows through ``or mortgage originator'' and inserting
``103(aa)(4)''; and
(2) in subsection (b)(2)(C)(i), by striking ``103'' and all
that follows through ``or mortgage originator)'' and inserting
``103(aa)(4)''.
Subtitle C--Financial Institution Customer Protection
SEC. 511. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMINATION REQUESTS AND
ORDERS.
(a) Termination Requests or Orders Must Be Material.--
(1) In general.--An appropriate Federal banking agency may
not formally or informally request or order a depository
institution to terminate a specific customer account or group
of customer accounts or to otherwise restrict or discourage a
depository institution from entering into or maintaining a
banking relationship with a specific customer or group of
customers unless--
(A) the agency has a material reason for such
request or order; and
(B) such reason is not based solely on reputation
risk.
(2) Treatment of national security threats.--If an
appropriate Federal banking agency believes a specific customer
or group of customers is, or is acting as a conduit for, an
entity which--
(A) poses a threat to national security;
(B) is involved in terrorist financing;
(C) is an agency of the government of Iran, North
Korea, Syria, or any country listed from time to time
on the State Sponsors of Terrorism list;
(D) is located in, or is subject to the
jurisdiction of, any country specified in subparagraph
(C); or
(E) does business with any entity described in
subparagraph (C) or (D), unless the appropriate Federal
banking agency determines that the customer or group of
customers has used due diligence to avoid doing
business with any entity described in subparagraph (C)
or (D),
such belief shall satisfy the requirement under paragraph (1).
(b) Notice Requirement.--
(1) In general.--If an appropriate Federal banking agency
formally or informally requests or orders a depository
institution to terminate a specific customer account or a group
of customer accounts, the agency shall--
(A) provide such request or order to the
institution in writing; and
(B) accompany such request or order with a written
justification for why such termination is needed,
including any specific laws or regulations the agency
believes are being violated by the customer or group of
customers, if any.
(2) Justification requirement.--A justification described
under paragraph (1)(B) may not be based solely on the
reputation risk to the depository institution.
(c) Customer Notice.--
(1) Notice required.--Except as provided under paragraph
(2), if an appropriate Federal banking agency orders a
depository institution to terminate a specific customer account
or a group of customer accounts, the depository institution
shall inform the customer or customers of the justification for
the customer's account termination described under subsection
(b).
(2) Notice prohibited in cases of national security.--If an
appropriate Federal banking agency requests or orders a
depository institution to terminate a specific customer account
or a group of customer accounts based on a belief that the
customer or customers pose a threat to national security, or
are otherwise described under subsection (a)(2), neither the
depository institution nor the appropriate Federal banking
agency may inform the customer or customers of the
justification for the customer's account termination.
(d) Reporting Requirement.--Each appropriate Federal banking agency
shall issue an annual report to the Congress stating--
(1) the aggregate number of specific customer accounts that
the agency requested or ordered a depository institution to
terminate during the previous year; and
(2) the legal authority on which the agency relied in
making such requests and orders and the frequency on which the
agency relied on each such authority.
(e) Definitions.--For purposes of this section:
(1) Appropriate federal banking agency.--The term
``appropriate Federal banking agency'' means--
(A) the appropriate Federal banking agency, as
defined under section 3 of the Federal Deposit
Insurance Act (12 U.S.C. 1813); and
(B) the National Credit Union Administration, in
the case of an insured credit union.
(2) Depository institution.--The term ``depository
institution'' means--
(A) a depository institution, as defined under
section 3 of the Federal Deposit Insurance Act (12
U.S.C. 1813); and
(B) an insured credit union.
SEC. 512. AMENDMENTS TO THE FINANCIAL INSTITUTIONS REFORM, RECOVERY,
AND ENFORCEMENT ACT OF 1989.
Section 951 of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 (12 U.S.C. 1833a) is amended--
(1) in subsection (c)(2), by striking ``affecting a
federally insured financial institution'' and inserting
``against a federally insured financial institution or by a
federally insured financial institution against an unaffiliated
third person''; and
(2) in subsection (g)--
(A) in the heading, by striking ``Subpoenas'' and
inserting ``Investigations''; and
(B) by amending paragraph (1)(C) to read as
follows:
``(C) summon witnesses and require the production
of any books, papers, correspondence, memoranda, or
other records which the Attorney General deems relevant
or material to the inquiry, if the Attorney General--
``(i) requests a court order from a court
of competent jurisdiction for such actions and
offers specific and articulable facts showing
that there are reasonable grounds to believe
that the information or testimony sought is
relevant and material for conducting an
investigation under this section; or
``(ii) either personally or through
delegation no lower than the Deputy Attorney
General, issues and signs a subpoena for such
actions and such subpoena is supported by
specific and articulable facts showing that
there are reasonable grounds to believe that
the information or testimony sought is relevant
for conducting an investigation under this
section.''.
Subtitle D--Portfolio Lending and Mortgage Access
SEC. 516. SAFE HARBOR FOR CERTAIN LOANS HELD ON PORTFOLIO.
(a) In General.--Section 129C of the Truth in Lending Act (15
U.S.C. 1639c) is amended by adding at the end the following:
``(j) Safe Harbor for Certain Loans Held on Portfolio.--
``(1) Safe harbor for creditors that are depository
institutions.--
``(A) In general.--A creditor that is a depository
institution shall not be subject to suit for failure to
comply with subsection (a), (c)(1), or (f)(2) of this
section or section 129H with respect to a residential
mortgage loan, and the banking regulators shall treat
such loan as a qualified mortgage, if--
``(i) the creditor has, since the
origination of the loan, held the loan on the
balance sheet of the creditor; and
``(ii) all prepayment penalties with
respect to the loan comply with the limitations
described under subsection (c)(3).
``(B) Exception for certain transfers.--In the case
of a depository institution that transfers a loan
originated by that institution to another depository
institution by reason of the bankruptcy or failure of
the originating depository institution or the purchase
of the originating depository institution, the
depository institution transferring such loan shall be
deemed to have complied with the requirement under
subparagraph (A)(i).
``(2) Safe harbor for mortgage originators.--A mortgage
originator shall not be subject to suit for a violation of
section 129B(c)(3)(B) for steering a consumer to a residential
mortgage loan if--
``(A) the creditor of such loan is a depository
institution and has informed the mortgage originator
that the creditor intends to hold the loan on the
balance sheet of the creditor for the life of the loan;
and
``(B) the mortgage originator informs the consumer
that the creditor intends to hold the loan on the
balance sheet of the creditor for the life of the loan.
``(3) Definitions.--For purposes of this subsection:
``(A) Banking regulators.--The term `banking
regulators' means the Federal banking agencies, the
Consumer Law Enforcement Agency, and the National
Credit Union Administration.
``(B) Depository institution.--The term `depository
institution' has the meaning given that term under
section 19(b)(1) of the Federal Reserve Act (12 U.S.C.
505(b)(1)).
``(C) Federal banking agencies.--The term `Federal
banking agencies' has the meaning given that term under
section 3 of the Federal Deposit Insurance Act.''.
(b) Rule of Construction.--Nothing in the amendment made by this
section may be construed as preventing a balloon loan from qualifying
for the safe harbor provided under section 129C(j) of the Truth in
Lending Act if the balloon loan otherwise meets all of the requirements
under such subsection (j), regardless of whether the balloon loan meets
the requirements described under clauses (i) through (iv) of section
129C(b)(2)(E) of such Act.
Subtitle E--Application of the Expedited Funds Availability Act
SEC. 521. APPLICATION OF THE EXPEDITED FUNDS AVAILABILITY ACT.
(a) In General.--The Expedited Funds Availability Act (12 U.S.C.
4001 et seq.) is amended--
(1) in section 602(20) (12 U.S.C. 4001(20)) by inserting
``, located in the United States,'' after ``ATM'';
(2) in section 602(21) (12 U.S.C. 4001(21)) by inserting
``American Samoa, the Commonwealth of the Northern Mariana
Islands,'' after ``Puerto Rico,'';
(3) in section 602(23) (12 U.S.C. 4001(23)) by inserting
``American Samoa, the Commonwealth of the Northern Mariana
Islands,'' after ``Puerto Rico,''; and
(4) in section 603(d)(2)(A) (12 U.S.C. 4002(d)(2)(A)), by
inserting ``American Samoa, the Commonwealth of the Northern
Mariana Islands,'' after ``Puerto Rico,''.
(b) Effective Date.--This section shall take effect on January 1,
2017.
Subtitle F--Small Bank Holding Company Policy Statement
SEC. 526. CHANGES REQUIRED TO SMALL BANK HOLDING COMPANY POLICY
STATEMENT ON ASSESSMENT OF FINANCIAL AND MANAGERIAL
FACTORS.
(a) In General.--Before the end of the 6-month period beginning on
the date of the enactment of this Act, the Board of Governors of the
Federal Reserve System shall revise the Small Bank Holding Company
Policy Statement on Assessment of Financial and Managerial Factors (12
C.F.R. part 225--appendix C) to raise the consolidated asset threshold
under such policy statement from $1,000,000,000 (as adjusted by Public
Law 113-250) to $10,000,000,000.
(b) Conforming Amendment.--Subparagraph (C) of section 171(b)(5) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act (12
U.S.C. 5371(b)(5)) is amended to read as follows:
``(C) any bank holding company or savings and loan
holding company that is subject to the application of
the Small Bank Holding Company Policy Statement on
Assessment of Financial and Managerial Factors of the
Board of Governors (12 C.F.R. part 225--appendix C).''.
Subtitle G--Community Institution Mortgage Relief
SEC. 531. COMMUNITY FINANCIAL INSTITUTION MORTGAGE RELIEF.
(a) Exemption From Escrow Requirements for Loans Held by Smaller
Creditors.--Section 129D of the Truth in Lending Act (15 U.S.C. 1639d)
is amended--
(1) by adding at the end the following:
``(k) Safe Harbor for Loans Held by Smaller Creditors.--
``(1) In general.--A creditor shall not be in violation of
subsection (a) with respect to a loan if--
``(A) the creditor has consolidated assets of
$10,000,000,000 or less; and
``(B) the creditor holds the loan on the balance
sheet of the creditor for the 3-year period beginning
on the date of the origination of the loan.
``(2) Exception for certain transfers.--In the case of a
creditor that transfers a loan to another person by reason of
the bankruptcy or failure of the creditor, the purchase of the
creditor, or a supervisory act or recommendation from a State
or Federal regulator, the creditor shall be deemed to have
complied with the requirement under paragraph (1)(B).''; and
(2) by striking the term ``Board'' each place such term
appears and inserting ``Consumer Law Enforcement Agency''.
(b) Modification to Exemption for Small Servicers of Mortgage
Loans.--Section 6 of the Real Estate Settlement Procedures Act of 1974
(12 U.S.C. 2605) is amended by adding at the end the following:
``(n) Small Servicer Exemption.--The Consumer Law Enforcement
Agency shall, by regulation, provide exemptions to, or adjustments for,
the provisions of this section for a servicer that annually services
20,000 or fewer mortgage loans, in order to reduce regulatory burdens
while appropriately balancing consumer protections.''.
Subtitle H--Financial Institutions Examination Fairness and Reform
SEC. 536. TIMELINESS OF EXAMINATION REPORTS.
(a) In General.--The Federal Financial Institutions Examination
Council Act of 1978 (12 U.S.C. 3301 et seq.) is amended by adding at
the end the following:
``SEC. 1012. TIMELINESS OF EXAMINATION REPORTS.
``(a) In General.--
``(1) Final examination report.--A Federal financial
institutions regulatory agency shall provide a final
examination report to a financial institution not later than 60
days after the later of--
``(A) the exit interview for an examination of the
institution; or
``(B) the provision of additional information by
the institution relating to the examination.
``(2) Exit interview.--If a financial institution is not
subject to a resident examiner program, the exit interview
shall occur not later than the end of the 9-month period
beginning on the commencement of the examination, except that
such period may be extended by the Federal financial
institutions regulatory agency by providing written notice to
the institution and the Independent Examination Review Director
describing with particularity the reasons that a longer period
is needed to complete the examination.
``(b) Examination Materials.--Upon the request of a financial
institution, the Federal financial institutions regulatory agency shall
include with the final report an appendix listing all examination or
other factual information relied upon by the agency in support of a
material supervisory determination.
``SEC. 1013. EXAMINATION STANDARDS.
``(a) In General.--In the examination of a financial institution--
``(1) a commercial loan shall not be placed in non-accrual
status solely because the collateral for such loan has
deteriorated in value;
``(2) a modified or restructured commercial loan shall be
removed from non-accrual status if the borrower demonstrates
the ability to perform on such loan over a maximum period of 6
months, except that with respect to loans on a quarterly,
semiannual, or longer repayment schedule such period shall be a
maximum of 3 consecutive repayment periods;
``(3) a new appraisal on a performing commercial loan shall
not be required unless an advance of new funds is involved; and
``(4) in classifying a commercial loan in which there has
been deterioration in collateral value, the amount to be
classified shall be the portion of the deficiency relating to
the decline in collateral value and repayment capacity of the
borrower.
``(b) Well Capitalized Institutions.--The Federal financial
institutions regulatory agencies may not require a financial
institution that is well capitalized to raise additional capital in
lieu of an action prohibited under subsection (a).
``(c) Consistent Loan Classifications.--The Federal financial
institutions regulatory agencies shall develop and apply identical
definitions and reporting requirements for non-accrual loans.
``SEC. 1014. OFFICE OF INDEPENDENT EXAMINATION REVIEW.
``(a) Establishment.--There is established in the Council an Office
of Independent Examination Review (the `Office').
``(b) Head of Office.--There is established the position of the
Independent Examination Review Director (the `Director'), as the head
of the Office. The Director shall be appointed by the Council and shall
be independent from any member agency of the Council.
``(c) Staffing.--The Director is authorized to hire staff to
support the activities of the Office.
``(d) Duties.--The Director shall--
``(1) receive and, at the Director's discretion,
investigate complaints from financial institutions, their
representatives, or another entity acting on behalf of such
institutions, concerning examinations, examination practices,
or examination reports;
``(2) hold meetings, at least once every three months and
in locations designed to encourage participation from all
sections of the United States, with financial institutions,
their representatives, or another entity acting on behalf of
such institutions, to discuss examination procedures,
examination practices, or examination policies;
``(3) review examination procedures of the Federal
financial institutions regulatory agencies to ensure that the
written examination policies of those agencies are being
followed in practice and adhere to the standards for
consistency established by the Council;
``(4) conduct a continuing and regular review of
examination quality assurance for all examination types
conducted by the Federal financial institutions regulatory
agencies;
``(5) adjudicate any supervisory appeal initiated under
section 1015; and
``(6) report annually to the Committee on Financial
Services of the House of Representatives, the Committee on
Banking, Housing, and Urban Affairs of the Senate, and the
Council, on the reviews carried out pursuant to paragraphs (3)
and (4), including compliance with the requirements set forth
in section 1012 regarding timeliness of examination reports,
and the Council's recommendations for improvements in
examination procedures, practices, and policies.
``(e) Confidentiality.--The Director shall keep confidential all
meetings with, discussions with, and information provided by financial
institutions.
``SEC. 1015. RIGHT TO INDEPENDENT REVIEW OF MATERIAL SUPERVISORY
DETERMINATIONS.
``(a) In General.--A financial institution shall have the right to
obtain an independent review of a material supervisory determination
contained in a final report of examination.
``(b) Notice.--
``(1) Timing.--A financial institution seeking review of a
material supervisory determination under this section shall
file a written notice with the Independent Examination Review
Director (the `Director') within 60 days after receiving the
final report of examination that is the subject of such review.
``(2) Identification of determination.--The written notice
shall identify the material supervisory determination that is
the subject of the independent examination review, and a
statement of the reasons why the institution believes that the
determination is incorrect or should otherwise be modified.
``(3) Information to be provided to institution.--Any
information relied upon by the agency in the final report that
is not in the possession of the financial institution may be
requested by the financial institution and shall be delivered
promptly by the agency to the financial institution.
``(c) Right to Hearing.--
``(1) In general.--The Director shall determine the merits
of the appeal on the record or, at the financial institution's
election, shall refer the appeal to an Administrative Law Judge
to conduct a confidential hearing pursuant to the procedures
set forth under sections 556 and 557 of title 5, United States
Code, which hearing shall take place not later than 60 days
after the petition for review was received by the Director, and
to issue a proposed decision to the Director based upon the
record established at such hearing.
``(2) Standard of review.--In rendering a determination or
recommendation under this subsection, neither the
Administrative Law Judge nor the Director shall defer to the
opinions of the examiner or agency, but shall conduct a de novo
review to independently determine the appropriateness of the
agency's decision based upon the relevant statutes,
regulations, and other appropriate guidance, as well as
evidence adduced at any hearing.
``(d) Final Decision.--A decision by the Director on an independent
review under this section shall--
``(1) be made not later than 60 days after the record has
been closed; and
``(2) be deemed final agency action and shall bind the
agency whose supervisory determination was the subject of the
review and the financial institution requesting the review.
``(e) Right to Judicial Review.--A financial institution shall have
the right to petition for review of final agency action under this
section by filing a Petition for Review within 60 days of the
Director's decision in the United States Court of Appeals for the
District of Columbia Circuit or the Circuit in which the financial
institution is located.
``(f) Report.--The Director shall report annually to the Committee
on Financial Services of the House of Representatives and the Committee
on Banking, Housing, and Urban Affairs of the Senate on actions taken
under this section, including the types of issues that the Director has
reviewed and the results of those reviews. In no case shall such a
report contain information about individual financial institutions or
any confidential or privileged information shared by financial
institutions.
``(g) Retaliation Prohibited.--A Federal financial institutions
regulatory agency may not--
``(1) retaliate against a financial institution, including
service providers, or any institution-affiliated party (as
defined under section 3 of the Federal Deposit Insurance Act),
for exercising appellate rights under this section; or
``(2) delay or deny any agency action that would benefit a
financial institution or any institution-affiliated party on
the basis that an appeal under this section is pending under
this section.
``(h) Rule of Construction.--Nothing in this section may be
construed--
``(1) to affect the right of a Federal financial
institutions regulatory agency to take enforcement or other
supervisory actions related to a material supervisory
determination under review under this section; or
``(2) to prohibit the review under this section of a
material supervisory determination with respect to which there
is an ongoing enforcement or other supervisory action.''.
(b) Additional Amendments.--
(1) Riegle community development and regulatory improvement
act of 1994.--Section 309 of the Riegle Community Development
and Regulatory Improvement Act of 1994 (12 U.S.C. 4806) is
amended--
(A) in subsection (a), by inserting after
``appropriate Federal banking agency'' the following:
``, the Consumer Law Enforcement Agency,'';
(B) in subsection (b)--
(i) in paragraph (2), by striking ``the
appellant from retaliation by agency
examiners'' and inserting ``the insured
depository institution or insured credit union
from retaliation by the agencies referred to in
subsection (a)''; and
(ii) by adding at the end the following
flush-left text:
``For purposes of this subsection and subsection (e), retaliation
includes delaying consideration of, or withholding approval of, any
request, notice, or application that otherwise would have been
approved, but for the exercise of the institution's or credit union's
rights under this section.'';
(C) in subsection (e)(2)--
(i) in subparagraph (B), by striking
``and'' at the end;
(ii) in subparagraph (C), by striking the
period and inserting ``; and''; and
(iii) by adding at the end the following:
``(D) ensure that appropriate safeguards exist for
protecting the insured depository institution or
insured credit union from retaliation by any agency
referred to in subsection (a) for exercising its rights
under this subsection.''; and
(D) in subsection (f)(1)(A)--
(i) in clause (ii), by striking ``and'' at
the end;
(ii) in clause (iii), by striking ``and''
at the end; and
(iii) by adding at the end the following:
``(iv) any issue specifically listed in an
exam report as a matter requiring attention by
the institution's management or board of
directors; and
``(v) any suspension or removal of an
institution's status as eligible for expedited
processing of applications, requests, notices,
or filings on the grounds of a supervisory or
compliance concern, regardless of whether that
concern has been cited as a basis for another
material supervisory determination or matter
requiring attention in an examination report,
provided that the conduct at issue did not
involve violation of any criminal law; and''.
(2) Federal credit union act.--Section 205(j) of the
Federal Credit Union Act (12 U.S.C. 1785(j)) is amended by
inserting ``the Consumer Law Enforcement Agency,'' before ``the
Administration'' each place such term appears.
(3) Federal financial institutions examination council act
of 1978.--The Federal Financial Institutions Examination
Council Act of 1978 (12 U.S.C. 3301 et seq.) is amended--
(A) in section 1003, by amending paragraph (1) to
read as follows:
``(1) the term `Federal financial institutions regulatory
agencies'--
``(A) means the Office of the Comptroller of the
Currency, the Board of Governors of the Federal Reserve
System, the Federal Deposit Insurance Corporation, and
the National Credit Union Administration; and
``(B) for purposes of sections 1012, 1013, 1014,
and 1015, includes the Consumer Law Enforcement
Agency;''; and
(B) in section 1005, by striking ``One-fifth'' and
inserting ``One-fourth''.
Subtitle I--National Credit Union Administration Budget Transparency
SEC. 541. BUDGET TRANSPARENCY FOR THE NCUA.
Section 209(b) of the Federal Credit Union Act (12 U.S.C. 1789) is
amended--
(1) by redesignating paragraphs (1) and (2) as paragraphs
(2) and (3), respectively;
(2) by inserting before paragraph (2), as so redesignated,
the following:
``(1) on an annual basis and prior to the submission of the
detailed business-type budget required under paragraph (2)--
``(A) make publicly available and cause to be
printed in the Federal Register a draft of such
detailed business-type budget; and
``(B) hold a public hearing, with public notice
provided of such hearing, wherein the public can submit
comments on the draft of such detailed business-type
budget;''; and
(3) in paragraph (2), as so redesignated--
(A) by inserting ``detailed'' after ``submit a'';
and
(B) by inserting ``, and where such budget shall
address any comments submitted by the public pursuant
to paragraph (1)(B)'' after ``Control Act''.
Subtitle J--Taking Account of Institutions With Low Operation Risk
SEC. 546. REGULATIONS APPROPRIATE TO BUSINESS MODELS.
(a) In General.--For any regulatory action occurring after the date
of the enactment of this Act, each Federal financial institutions
regulatory agency shall--
(1) take into consideration the risk profile and business
models of each type of institution or class of institutions
subject to the regulatory action;
(2) determine the necessity, appropriateness, and impact of
applying such regulatory action to such institutions or classes
of institutions; and
(3) tailor such regulatory action in a manner that limits
the regulatory compliance impact, cost, liability risk, and
other burdens, as appropriate, for the risk profile and
business model of the institution or class of institutions
involved.
(b) Other Considerations.--In carrying out the requirements of
subsection (a), each Federal financial institutions regulatory agency
shall consider--
(1) the impact that such regulatory action, both by itself
and in conjunction with the aggregate effect of other
regulations, has on the ability of the applicable institution
or class of institutions to serve evolving and diverse customer
needs;
(2) the potential impact of examination manuals, regulatory
actions taken with respect to third-party service providers, or
other regulatory directives that may be in conflict or
inconsistent with the tailoring of such regulatory action
described in subsection (a)(3); and
(3) the underlying policy objectives of the regulatory
action and statutory scheme involved.
(c) Notice of Proposed and Final Rulemaking.--Each Federal
financial institutions regulatory agency shall disclose in every notice
of proposed rulemaking and in any final rulemaking for a regulatory
action how the agency has applied subsections (a) and (b).
(d) Reports to Congress.--
(1) Individual agency reports.--
(A) In general.--Not later than 1 year after the
date of the enactment of this Act and annually
thereafter, each Federal financial institutions
regulatory agency shall report to the Committee on
Financial Services of the House of Representatives and
the Committee on Banking, Housing, and Urban Affairs of
the Senate on the specific actions taken to tailor the
regulatory actions of the agency pursuant to the
requirements of this Act.
(B) Appearance before the committees.--The head of
each Federal financial institution regulatory agency
shall appear before the Committee on Financial Services
of the House of Representatives and the Committee on
Banking, Housing, and Urban Affairs of the Senate after
each report is made pursuant to subparagraph (A) to
testify on the contents of such report.
(2) FIEC reports.--
(A) In general.--Not later than 3 months after each
report is submitted under paragraph (1), the Financial
Institutions Examination Council shall report to the
Committee on Financial Services of the House of
Representatives and the Committee on Banking, Housing,
and Urban Affairs of the Senate on--
(i) the extent to which regulatory actions
tailored pursuant to this Act result in
different treatment of similarly situated
institutions of diverse charter types; and
(ii) the reasons for such differential
treatment.
(B) Appearance before the committees.--The Chairman
of the Financial Institutions Examination Council shall
appear before the Committee on Financial Services of
the House of Representatives and the Committee on
Banking, Housing, and Urban Affairs of the Senate after
each report is made pursuant to subparagraph (A) to
testify on the contents of such report.
(e) Limited Look-Back Application.--
(1) In general.--Each Federal financial institutions
regulatory agency shall conduct a review of all regulations
adopted during the period beginning on the date that is seven
years before the date of the introduction of this Act in the
House of Representatives and ending on the date of the
enactment of this Act, and apply the requirements of this Act
to such regulations.
(2) Revision.--If the application of the requirements of
this Act to any such regulation requires such regulation to be
revised, the applicable Federal financial institutions
regulatory agency shall revise such regulation within 3 years
of the enactment of this Act.
(f) Definitions.--In this Act, the following definitions shall
apply:
(1) Federal financial institutions regulatory agencies.--
The term ``Federal financial institutions regulatory agencies''
means the Office of the Comptroller of the Currency, the Board
of Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation, the National Credit Union
Administration, and the Consumer Law Enforcement Agency.
(2) Regulatory action.--The term ``regulatory action''
means any proposed, interim, or final rule or regulation,
guidance, or published interpretation.
Subtitle K--Federal Savings Association Charter Flexibility
SEC. 551. OPTION FOR FEDERAL SAVINGS ASSOCIATIONS TO OPERATE AS A
COVERED SAVINGS ASSOCIATION.
The Home Owners' Loan Act is amended by inserting after section 5
(12 U.S.C. 1464) the following:
``SEC. 5A. ELECTION TO OPERATE AS A COVERED SAVINGS ASSOCIATION.
``(a) Definition.--In this section, the term `covered savings
association' means a Federal savings association that makes an election
approved under subsection (b).
``(b) Election.--
``(1) In general.--Upon issuance of the rules described in
subsection (f), a Federal savings association may elect to
operate as a covered savings association by submitting a notice
to the Comptroller of such election.
``(2) Approval.--A Federal savings association shall be
deemed to be approved to operate as a covered savings
association on the date that is 60 days after the date on which
the Comptroller receives the notice under paragraph (1), unless
the Comptroller notifies the Federal savings association
otherwise.
``(c) Rights and Duties.--Notwithstanding any other provision of
law and except as otherwise provided in this section, a covered savings
association shall--
``(1) have the same rights and privileges as a national
bank that has its main office situated in the same location as
the home office of the covered savings association; and
``(2) be subject to the same duties, restrictions,
penalties, liabilities, conditions, and limitations that would
apply to such a national bank.
``(d) Treatment of Covered Savings Associations.--A covered savings
association shall be treated as a Federal savings association for the
purposes--
``(1) of governance of the covered savings association,
including incorporation, bylaws, boards of directors,
shareholders, and distribution of dividends;
``(2) of consolidation, merger, dissolution, conversion
(including conversion to a stock bank or to another charter),
conservatorship, and receivership; and
``(3) determined by regulation of the Comptroller.
``(e) Existing Branches.--A covered savings association may
continue to operate any branch or agency the covered savings
association operated on the date on which an election under subsection
(b) is approved.
``(f) Rulemaking.--The Comptroller shall issue rules to carry out
this section--
``(1) that establish streamlined standards and procedures
that clearly identify required documentation or timelines for
an election under subsection (b);
``(2) that require a Federal savings association that makes
an election under subsection (b) to identify specific assets
and subsidiaries--
``(A) that do not conform to the requirements for
assets and subsidiaries of a national bank; and
``(B) that are held by the Federal savings
association on the date on which the Federal savings
association submits a notice of such election;
``(3) that establish--
``(A) a transition process for bringing such assets
and subsidiaries into conformance with the requirements
for a national bank; and
``(B) procedures for allowing the Federal savings
association to provide a justification for
grandfathering such assets and subsidiaries after
electing to operate as a covered savings association;
``(4) that establish standards and procedures to allow a
covered savings association to terminate an election under
subsection (b) after an appropriate period of time or to make a
subsequent election;
``(5) that clarify requirements for the treatment of
covered savings associations, including the provisions of law
that apply to covered savings associations; and
``(6) as the Comptroller deems necessary and in the
interests of safety and soundness.''.
Subtitle L--SAFE Transitional Licensing
SEC. 556. ELIMINATING BARRIERS TO JOBS FOR LOAN ORIGINATORS.
(a) In General.--The S.A.F.E. Mortgage Licensing Act of 2008 (12
U.S.C. 5101 et seq.) is amended by adding at the end the following:
``SEC. 1518. EMPLOYMENT TRANSITION OF LOAN ORIGINATORS.
``(a) Temporary Authority to Originate Loans for Loan Originators
Moving From a Depository Institution to a Non-depository Institution.--
``(1) In general.--Upon employment by a State-licensed
mortgage company, an individual who is a registered loan
originator shall be deemed to have temporary authority to act
as a loan originator in an application State for the period
described in paragraph (2) if the individual--
``(A) has not had an application for a loan
originator license denied, or had such a license
revoked or suspended in any governmental jurisdiction;
``(B) has not been subject to or served with a
cease and desist order in any governmental jurisdiction
or as described in section 1514(c);
``(C) has not been convicted of a felony that would
preclude licensure under the law of the application
State;
``(D) has submitted an application to be a State-
licensed loan originator in the application State; and
``(E) was registered in the Nationwide Mortgage
Licensing System and Registry as a loan originator
during the 12-month period preceding the date of
submission of the information required under section
1505(a).
``(2) Period.--The period described in paragraph (1) shall
begin on the date that the individual submits the information
required under section 1505(a) and shall end on the earliest
of--
``(A) the date that the individual withdraws the
application to be a State-licensed loan originator in
the application State;
``(B) the date that the application State denies,
or issues a notice of intent to deny, the application;
``(C) the date that the application State grants a
State license; or
``(D) the date that is 120 days after the date on
which the individual submits the application, if the
application is listed on the Nationwide Mortgage
Licensing System and Registry as incomplete.
``(b) Temporary Authority to Originate Loans for State-licensed
Loan Originators Moving Interstate.--
``(1) In general.--A State-licensed loan originator shall
be deemed to have temporary authority to act as a loan
originator in an application State for the period described in
paragraph (2) if the State-licensed loan originator--
``(A) meets the requirements of subparagraphs (A),
(B), (C), and (D) of subsection (a)(1);
``(B) is employed by a State-licensed mortgage
company in the application State; and
``(C) was licensed in a State that is not the
application State during the 30-day period preceding
the date of submission of the information required
under section 1505(a) in connection with the
application submitted to the application State.
``(2) Period.--The period described in paragraph (1) shall
begin on the date that the State-licensed loan originator
submits the information required under section 1505(a) in
connection with the application submitted to the application
State and end on the earliest of--
``(A) the date that the State-licensed loan
originator withdraws the application to be a State-
licensed loan originator in the application State;
``(B) the date that the application State denies,
or issues a notice of intent to deny, the application;
``(C) the date that the application State grants a
State license; or
``(D) the date that is 120 days after the date on
which the State-licensed loan originator submits the
application, if the application is listed on the
Nationwide Mortgage Licensing System and Registry as
incomplete.
``(c) Applicability.--
``(1) Any person employing an individual who is deemed to
have temporary authority to act as a loan originator in an
application State pursuant to this section shall be subject to
the requirements of this title and to applicable State law to
the same extent as if such individual was a State-licensed loan
originator licensed by the application State.
``(2) Any individual who is deemed to have temporary
authority to act as a loan originator in an application State
pursuant to this section and who engages in residential
mortgage loan origination activities shall be subject to the
requirements of this title and to applicable State law to the
same extent as if such individual was a State-licensed loan
originator licensed by the application State.
``(d) Definitions.--In this section, the following definitions
shall apply:
``(1) State-licensed mortgage company.--The term `State-
licensed mortgage company' means an entity licensed or
registered under the law of any State to engage in residential
mortgage loan origination and processing activities.
``(2) Application state.--The term `application State'
means a State in which a registered loan originator or a State-
licensed loan originator seeks to be licensed.''.
(b) Table of Contents Amendment.--The table of contents in section
1(b) of the Housing and Economic Recovery Act of 2008 (42 U.S.C. 4501
note) is amended by inserting after the item relating to section 1517
the following:
``Sec. 1518. Employment transition of loan originators.''.
(c) Amendment to Civil Liability of the Consumer Law Enforcement
Agency and Other Officials.--Section 1513 of the S.A.F.E. Mortgage
Licensing Act of 2008 (12 U.S.C. 5112) is amended by striking ``are
loan originators or are applying for licensing or registration as loan
originators'' and inserting ``are applying for licensing or
registration using the Nationwide Mortgage Licensing System and
Registry''.
Subtitle M--Right to Lend
SEC. 561. SMALL BUSINESS LOAN DATA COLLECTION REQUIREMENT.
(a) Repeal.--Section 704B of the Equal Credit Opportunity Act (15
U.S.C. 1691c-2) is repealed.
(b) Conforming Amendments.--Section 701(b) of the Equal Credit
Opportunity Act (15 U.S.C. 1691(b)) is amended--
(1) in paragraph (3), by inserting ``or'' at the end;
(2) in paragraph (4), by striking ``; or'' and inserting a
period; and
(3) by striking paragraph (5).
(c) Clerical Amendment.--The table of sections for title VII of the
Consumer Credit Protection Act is amended by striking the item relating
to section 704B.
Subtitle N--Community Bank Reporting Relief
SEC. 566. SHORT FORM CALL REPORT.
(a) In General.--Section 7(a) of the Federal Deposit Insurance Act
(12 U.S.C. 1817(a)) is amended by adding at the end the following:
``(12) Short form reporting.--
``(A) In general.--The appropriate Federal banking
agencies shall issue regulations allowing for a reduced
reporting requirement for covered depository
institutions when making the first and third report of
condition for a year, as required pursuant to paragraph
(3).
``(B) Covered depository institution defined.--For
purposes of this paragraph, the term `covered
depository institution' means an insured depository
institution that--
``(i) is well capitalized (as defined under
section 38(b)); and
``(ii) satisfies such other criteria as the
appropriate Federal banking agencies determine
appropriate.''.
(b) Report to Congress.--Not later than 180 days after the date of
the enactment of this Act, and every 365 days thereafter until the
appropriate Federal banking agencies (as defined under section 3 of the
Federal Deposit Insurance Act) have issued the regulations required
under section 7(a)(12)(A) of the Federal Deposit Insurance Act, such
agencies shall submit to the Committee on Financial Services of the
House of Representatives and the Committee on Banking, Housing, and
Urban Affairs of the Senate a report describing the progress made in
issuing such regulations.
Subtitle O--Homeowner Information Privacy Protection
SEC. 571. STUDY REGARDING PRIVACY OF INFORMATION COLLECTED UNDER THE
HOME MORTGAGE DISCLOSURE ACT OF 1975.
(a) Study.--The Comptroller General of the United States shall
conduct a study to determine whether the data required to be published,
made available, or disclosed under the final rule, in connection with
other publicly available data sources, including data made publicly
available under Regulation C (12 C.F.R. 1003) before the effective date
of the final rule, could allow for or increase the probability of--
(1) exposure of the identity of mortgage applicants or
mortgagors through reverse engineering;
(2) exposure of mortgage applicants or mortgagors to
identity theft or the loss of sensitive personal financial
information;
(3) the marketing or sale of unfair or deceptive financial
products to mortgage applicants or mortgagors based on such
data;
(4) personal financial loss or emotional distress resulting
from the exposure of mortgage applicants or mortgagors to
identify theft or the loss of sensitive personal financial
information; and
(5) the potential legal liability facing the Consumer Law
Enforcement Agency and market participants in the event the
data required to be published, made available, or disclosed
under the final rule leads or contributes to identity theft or
the capture of sensitive personal financial information.
(b) Report.--The Comptroller General of the United States shall
submit to the Committee on Financial Services of the House of
Representatives and the Committee on Banking, Housing, and Urban
Affairs of the Senate a report that includes--
(1) the findings and conclusions of the Comptroller General
with respect to the study required under subsection (a); and
(2) any recommendations for legislative or regulatory
actions that--
(A) would enhance the privacy of a consumer when
accessing mortgage credit; and
(B) are consistent with consumer protections and
safe and sound banking operations.
(c) Suspension of Data Sharing Requirements.--Notwithstanding any
other provision of law, including the final rule--
(1) depository institutions shall not be required to
publish, disclose, or otherwise make available to the public,
pursuant to the Home Mortgage Disclosure Act of 1975 (or
regulations issued under such Act) any data that was not
required to be published, disclosed, or otherwise made
available pursuant to such Act (or regulations issued under
such Act) on the day before the date of the enactment of the
Dodd-Frank Wall Street Reform and Consumer Protection Act; and
(2) the Consumer Law Enforcement Agency and the Financial
Institutions Examination Council shall not publish, disclose,
or otherwise make available to the public any such information
received from a depository institution pursuant to the final
rule.
(d) Definitions.--For purposes of this section:
(1) Depository institution.--The term ``depository
institution'' has the meaning given that term under section 303
of the Home Mortgage Disclosure Act of 1975 (12 U.S.C. 2802).
(2) Final rule.--The term ``final rule'' means the final
rule issued by the Bureau of Consumer Financial Protection
titled ``Home Mortgage Disclosure (Regulation C)'' (October 28,
2015; 80 Fed. Reg. 66128).
Subtitle P--Home Mortgage Disclosure Adjustment
SEC. 576. DEPOSITORY INSTITUTIONS SUBJECT TO MAINTENANCE OF RECORDS AND
DISCLOSURE REQUIREMENTS.
(a) In General.--Section 304 of the Home Mortgage Disclosure Act of
1975 (12 U.S.C. 2803) is amended--
(1) by redesignating subsection (i) as paragraph (2) and
adjusting the margin appropriately; and
(2) by inserting before such paragraph (2) the following:
``(i) Exemptions.--
``(1) In general.--With respect to a depository
institution, the requirements of subsections (a) and (b) shall
not apply--
``(A) with respect to closed-end mortgage loans, if
such depository institution originated less than 100
closed-end mortgage loans in each of the two preceding
calendar years; and
``(B) with respect to open-end lines of credit, if
such depository institution originated less than 200
open-end lines of credit in each of the two preceding
calendar years.''.
(b) Technical Correction.--Section 304(i)(2) of such Act, as
redesignated by subsection (a), is amended by striking ``section
303(2)(A)'' and inserting ``section 303(3)(A)''.
Subtitle Q--Protecting Consumers' Access to Credit
SEC. 581. RATE OF INTEREST AFTER TRANSFER OF LOAN.
(a) Amendment to the Revised Statutes.--Section 5197 of the Revised
Statutes of the United States (12 U.S.C. 85) is amended by adding at
the end the following new sentence: ``A loan that is valid when made as
to its maximum rate of interest in accordance with this section shall
remain valid with respect to such rate regardless of whether the loan
is subsequently sold, assigned, or otherwise transferred to a third
party, and may be enforced by such third party notwithstanding any
State law to the contrary.''.
(b) Amendment to the Home Owners' Loan Act.--Section 4(g)(1) of the
Home Owners' Loan Act (12 U.S.C. 1463(g)(1)) is amended by adding at
the end the following new sentence: ``A loan that is valid when made as
to its maximum rate of interest in accordance with this subsection
shall remain valid with respect to such rate regardless of whether the
loan is subsequently sold, assigned, or otherwise transferred to a
third party, and may be enforced by such third party notwithstanding
any State law to the contrary.''.
(c) Amendment to the Federal Credit Union Act.--Section 205(g)(1)
of the Federal Credit Union Act (12 U.S.C. 1785(g)(1)) is amended by
adding at the end the following new sentence: ``A loan that is valid
when made as to its maximum rate of interest in accordance with this
subsection shall remain valid with respect to such rate regardless of
whether the loan is subsequently sold, assigned, or otherwise
transferred to a third party, and may be enforced by such third party
notwithstanding any State law to the contrary.''.
(d) Amendment to the Federal Deposit Insurance Act.--Section 27(a)
of the Federal Deposit Insurance Act (12 U.S.C. 1831d(a)) is amended by
adding at the end the following new sentence: ``A loan that is valid
when made as to its maximum rate of interest in accordance with this
section shall remain valid with respect to such rate regardless of
whether the loan is subsequently sold, assigned, or otherwise
transferred to a third party, and may be enforced by such third party
notwithstanding any State law to the contrary.''.
Subtitle R--NCUA Overhead Transparency
SEC. 586. FUND TRANSPARENCY.
Section 203 of the Federal Credit Union Act (12 U.S.C. 1783) is
amended by adding at the end the following:
``(g) Fund Transparency.--
``(1) In general.--The Board shall accompany each annual
budget submitted pursuant to section 209(b) with a report
containing--
``(A) a detailed analysis of how the expenses of
the Administration are assigned between prudential
activities and insurance-related activities and the
extent to which those expenses are paid from the fees
collected pursuant to section 105 or from the Fund; and
``(B) the Board's supporting rationale for any
proposed use of amounts in the Fund contained in such
budget, including detailed breakdowns and supporting
rationales for any such proposed use related to titles
of this Act other than this title.
``(2) Public disclosure.--The Board shall make each report
described under paragraph (1) available to the public.''.
TITLE VI--REGULATORY RELIEF FOR STRONGLY CAPITALIZED, WELL MANAGED
BANKING ORGANIZATIONS
SEC. 601. CAPITAL ELECTION.
(a) In General.--A banking organization may make an election under
this section to be treated as a qualifying banking organization for
purposes of the regulatory relief described under section 602.
(b) Requirements.--A banking organization may qualify to be treated
as a qualifying banking organization if--
(1) the banking organization has an average leverage ratio
of at least 10 percent;
(2) with respect to a depository institution holding
company, each insured depository institution subsidiary of the
holding company simultaneously makes the election described
under subsection (a); and
(3) with respect to an insured depository institution, any
parent depository institution holding company of the
institution simultaneously makes the election described under
subsection (a).
(c) Election Process.--To make an election under this section, a
banking organization shall submit an election to the appropriate
Federal banking agency (and any applicable State bank supervisor that
regulates the banking organization) containing--
(1) a notice of such election;
(2) the banking organization's average leverage ratio, as
well as the organization's quarterly leverage ratio for each of
the most recently completed four calendar quarters;
(3) if the banking organization is a depository institution
holding company, the information described under paragraph (2)
for each of the organization's insured depository institution
subsidiaries; and
(4) if the banking organization is an insured depository
institution, the information described under paragraph (2) for
any parent depository institution holding company of the
institution.
(d) Effective Date of Election.--
(1) In general.--An election made under this section shall
take effect at the end of the 30-day period beginning on the
date that the appropriate Federal banking agency receives the
application described under subsection (c), unless the
appropriate Federal banking agency determines that the banking
organization has not met the requirements described under
subsection (b).
(2) Notice of failure to meet requirements.--If the
appropriate Federal banking agency determines that a banking
organization submitting an election notice under subsection (c)
does not meet the requirements described under subsection (b),
the agency shall--
(A) notify the banking organization (and any
applicable State bank supervisor that regulates the
banking organization), in writing, of such
determination as soon as possible after such
determination is made, but in no case later than the
end of the 30-day period beginning on the date that the
appropriate Federal banking agency receives the
election; and
(B) include in such notification the specific
reasons for such determination and steps that the
banking organization can take to meet such
requirements.
(e) Treatment of Certain New Banking Organizations.--In the case of
a banking organization that is a newly-chartered insured depository
institution or a banking organization that becomes a banking
organization because it controls a newly-chartered insured depository
institution, such banking organization may be treated as a qualifying
banking organization immediately upon becoming a banking organization,
if--
(1) an election to be treated as a qualifying banking
organization was included in the application filed with the
appropriate Federal banking agency in connection with becoming
a banking organization; and
(2) as of the date the banking organization becomes a
banking organization, the banking organization's tangible
equity divided by the banking organization's leverage exposure,
expressed as a percentage, is at least 10 percent.
(f) Failure to Maintain Quarterly Leverage Ratio and Loss of
Election.--
(1) Effect of failure to maintain quarterly leverage
ratio.--
(A) In general.--If, with respect to the most
recently completed calendar quarter, the appropriate
Federal banking agency determines that a qualifying
banking organization's quarterly leverage ratio is
below 10 percent--
(i) the appropriate Federal banking agency
shall notify the qualifying banking
organization and any applicable State bank
supervisor that regulates the banking
organization of such determination;
(ii) the appropriate Federal banking agency
may prohibit the banking organization from
making a capital distribution; and
(iii) the banking organization shall,
within 3 months of the first such
determination, submit a capital restoration
plan to the appropriate Federal banking agency.
(B) Loss of election after one-year remediation
period.--If a banking organization described under
subparagraph (A) does not, within the 1-year period
beginning on the date of such determination, raise the
organization's quarterly leverage ratio for a calendar
quarter ending in such 1-year period to at least 10
percent, the banking organization's election under this
section shall be terminated, and the appropriate
Federal banking agency shall notify any applicable
State bank supervisor that regulates the banking
organization of such termination.
(C) Effect of subsidiary on parent organization.--
With respect to a qualifying banking organization
described under subparagraph (A) that is an insured
depository institution, any parent depository
institution holding company of the qualifying banking
organization shall--
(i) if the appropriate Federal banking
agency determines it appropriate, be prohibited
from making a capital distribution (other than
a capital contribution to such qualifying
banking organization described under
subparagraph (A)); and
(ii) if the qualifying banking organization
has an election terminated under subparagraph
(B), any such parent depository institution
holding company shall also have its election
under this section terminated.
(2) Immediate loss of election if the quarterly leverage
ratio falls below 6 percent.--
(A) In general.--If, with respect to the most
recently completed calendar quarter, the appropriate
Federal banking agency determines that a qualifying
banking organization's quarterly leverage ratio is
below 6 percent, the banking organization's election
under this section shall be terminated, and the
appropriate Federal banking agency shall notify any
applicable State bank supervisor that regulates the
banking organization of such termination.
(B) Effect of subsidiary on parent organization.--
With respect to a qualifying banking organization
described under subparagraph (A) that is an insured
depository institution, any parent depository
institution holding company of the qualifying banking
organization shall also have its election under this
section terminated.
(3) Ability to make future elections.--If a banking
organization has an election under this section terminated, the
banking organization may not apply for another election under
this section until the banking organization has maintained a
quarterly leverage ratio of at least 10 percent for 8
consecutive calendar quarters.
SEC. 602. REGULATORY RELIEF.
(a) In General.--A qualifying banking organization shall be exempt
from the following:
(1) Any Federal law, rule, or regulation addressing capital
or liquidity requirements or standards.
(2) Any Federal law, rule, or regulation that permits an
appropriate Federal banking agency to object to a capital
distribution.
(3) Any consideration by an appropriate Federal banking
agency of the following:
(A) Any risk the qualifying banking organization
may pose to ``the stability of the financial system of
the United States'', under section 5(c)(2) of the Bank
Holding Company Act of 1956.
(B) The ``extent to which a proposed acquisition,
merger, or consolidation would result in greater or
more concentrated risks to the stability of the United
States banking or financial system'', under section
3(c)(7) of the Bank Holding Company Act of 1956, so
long as the banking organization, after such proposed
acquisition, merger, or consolidation, would maintain a
quarterly leverage ratio of at least 10 percent.
(C) Whether the performance of an activity by the
banking organization could possibly pose a ``risk to
the stability of the United States banking or financial
system'', under section 4(j)(2)(A) of the Bank Holding
Company Act of 1956.
(D) Whether the acquisition of control of shares of
a company engaged in an activity described in section
4(j)(1)(A) of the Bank Holding Company Act of 1956
could possibly pose a ``risk to the stability of the
United States banking or financial system'', under
section 4(j)(2)(A) of the Bank Holding Company Act of
1956, so long as the banking organization, after
acquiring control of such company, would maintain a
quarterly leverage ratio of at least 10 percent.
(E) Whether a merger would pose a ``risk to the
stability of the United States banking or financial
system'', under section 18(c)(5) of the Federal Deposit
Insurance Act, so long as the banking organization,
after such proposed merger, would maintain a quarterly
leverage ratio of at least 10 percent.
(F) Any risk the qualifying banking organization
may pose to ``the stability of the financial system of
the United States'', under section 10(b)(4) of the Home
Owners' Loan Act.
(4) Subsections (i)(8) and (k)(6)(B)(ii) of section 4 and
section 14 of the Bank Holding Company Act of 1956.
(5) Section 18(c)(13) of the Federal Deposit Insurance Act.
(6) Section 163 of the Financial Stability Act of 2010.
(7) Section 10(e)(2)(E) of the Home Owners' Loan Act.
(8) Any Federal law, rule, or regulation implementing
standards of the type provided for in subsections (b), (c),
(d), (e), (g), (h), (i), and (j) of section 165 of the
Financial Stability Act of 2010.
(9) Any Federal law, rule, or regulation providing
limitations on mergers, consolidations, or acquisitions of
assets or control, to the extent such limitations relate to
capital or liquidity standards or concentrations of deposits or
assets, so long as the banking organization, after such
proposed merger, consolidation, or acquisition, would maintain
a quarterly leverage ratio of at least 10 percent.
(b) Qualifying Banking Organizations Treated as Well Capitalized.--
A qualifying banking organization shall be deemed to be ``well
capitalized'' for purposes of--
(1) section 216 of the Federal Credit Union Act; and
(2) sections 29, 38, 44, and 46 of the Federal Deposit
Insurance Act.
(c) Treatment of Certain Risk-weighted Asset Requirements for
Qualifying Banking Organizations.--
(1) Acquisition size criteria treatment.--A qualifying
banking organization shall be deemed to meet the criteria
described under section 4(j)(4)(D) of the Bank Holding Company
Act of 1956, so long as after the proposed transaction the
acquiring qualifying banking organization would maintain a
quarterly leverage ratio of at least 10 percent.
(2) Use of leverage exposure.--With respect to a qualifying
banking organization, in determining whether a proposal
qualifies with the criteria described under subparagraphs
(A)(iii) and (B)(i) of section 4(j)(4) of the Bank Holding
Company Act of 1956, the Board of Governors of the Federal
Reserve System shall consider the leverage exposure of an
insured depository institution instead of the total risk-
weighted assets of such institution.
SEC. 603. CONTINGENT CAPITAL STUDY.
(a) Study.--The Board of Governors of the Federal Reserve System,
the Federal Deposit Insurance Corporation, and the Office of the
Comptroller of the Currency shall each carry out a study, which shall
include holding public hearings, on how to design a requirement that
banking organizations issue contingent capital with a market-based
conversion trigger.
(b) Report.--Not later than the end of the 1-year period beginning
on the date of the enactment of this Act, each agency described under
subsection (a) shall submit a report to the Congress containing--
(1) all findings and determinations made by the agency in
carrying out the study required under subsection (a); and
(2) the agency's recommendations on how the Congress should
design a requirement that banking organizations issue
contingent capital with a market-based conversion trigger.
SEC. 604. STUDY ON ALTERING THE CURRENT PROMPT CORRECTIVE ACTION RULES.
(a) Study.--The Comptroller General of the United States shall
conduct a study to assess the benefits and feasibility of altering the
current prompt corrective action rules and replacing the Basel-based
capital ratios with the nonperforming asset coverage ratio or NACR as
the trigger for specific required supervisory interventions. The
Comptroller General shall ensure that such study includes the
following:
(1) An assessment of the performance of an NACR forward-
looking measure of a banking organization's solvency condition
relative to the regulatory capital ratios currently used by
prompt corrective action rules.
(2) An analysis of the performance of alternative
definitions of nonperforming assets.
(3) An assessment of the impact of two alternative
intervention thresholds:
(A) An initial (high) intervention threshold, below
which appropriate Federal banking agency examiners are
required to intervene and assess a banking
organization's condition and prescribe remedial
measures.
(B) A lower threshold, below which banking
organizations must increase their capital, seek an
acquirer, or face mandatory resolution within 90 days.
(b) Report.--Not later than the end of the 1-year period beginning
on the date of the enactment of this Act, the Comptroller General shall
submit a report to the Congress containing--
(1) all findings and determinations made in carrying out
the study required under subsection (a); and
(2) recommendations on the most suitable definition of
nonperforming assets, as well as the two numerical thresholds
that trigger specific required supervisory interventions.
SEC. 605. DEFINITIONS.
For purposes of this title:
(1) Appropriate federal banking agency.--The term
``appropriate Federal banking agency''--
(A) has the meaning given such term under section 3
of the Federal Deposit Insurance Act; and
(B) means the National Credit Union Administration,
in the case of an insured credit union.
(2) Banking organization.--The term ``banking
organization'' means--
(A) an insured depository institution;
(B) an insured credit union;
(C) a depository institution holding company;
(D) a company that is treated as a bank holding
company for purposes of section 8 of the International
Banking Act; and
(E) a U.S. intermediate holding company established
by a foreign banking organization pursuant to section
252.153 of title 12, Code of Federal Regulations.
(3) Foreign exchange swap .--The term ``foreign exchange
swap'' has the meaning given that term under section 1a of the
Commodity Exchange Act.
(4) Insured credit union.--The term ``insured credit
union'' has the meaning given that term under section 101 of
the Federal Credit Union Act.
(5) Leverage exposure.--The term ``leverage exposure''--
(A) with respect to a banking organization other
than an insured credit union or a traditional banking
organization, has the meaning given the term ``total
leverage exposure'' under section 3.10(c)(4)(ii),
217.10(c)(4), or 324.10(c)(4) of title 12, Code of
Federal Regulations, as applicable, as in effect on the
date of the enactment of this Act;
(B) with respect to a traditional banking
organization other than an insured credit union, means
total assets (minus any items deducted from common
equity tier 1 capital) as calculated in accordance with
generally accepted accounting principles and as
reported on the traditional banking organization's
applicable regulatory filing with the banking
organization's appropriate Federal banking agency; and
(C) with respect to a banking organization that is
an insured credit union, has the meaning given the term
``total assets'' under section 702.2 of title 12, Code
of Federal Regulations, as in effect on the date of the
enactment of this Act.
(6) Leverage ratio definitions.--
(A) Average leverage ratio.--With respect to a
banking organization, the term ``average leverage
ratio'' means the average of the banking organization's
quarterly leverage ratios for each of the most recently
completed four calendar quarters.
(B) Quarterly leverage ratio.--With respect to a
banking organization and a calendar quarter, the term
``quarterly leverage ratio'' means the organization's
tangible equity divided by the organization's leverage
exposure, expressed as a percentage, on the last day of
such quarter.
(7) NACR.--The term ``NACR'' means--
(A) book equity less nonperforming assets plus loan
loss reserves, divided by
(B) total banking organization assets.
(8) Nonperforming assets.--The term ``nonperforming
assets'' means--
(A) 20 percent of assets that are past due 30 to 89
days, plus
(B) 50 percent of assets that are past due 90 days
or more, plus
(C) 100 percent of nonaccrual assets and other real
estate owned.
(9) Qualifying banking organization.--The term ``qualifying
banking organization'' means a banking organization that has
made an election under section 601 and with respect to which
such election is in effect.
(10) Security-based swap .--The term ``security-based
swap'' has the meaning given that term under section 3 of the
Securities Exchange Act of 1934.
(11) Swap.--The term ``swap'' has the meaning given that
term under section 1a of the Commodity Exchange Act.
(12) Tangible equity.--The term ``tangible equity''--
(A) with respect to a banking organization other
than a credit union, means the sum of--
(i) common equity tier 1 capital;
(ii) additional tier 1 capital consisting
of instruments issued on or before the date of
enactment of this Act; and
(iii) with respect to a depository
institution holding company that had less than
$15,000,000,000 in total consolidated assets as
of December 31, 2009, or March 31, 2010, or a
banking organization that was a mutual holding
company as of May 19, 2010, trust preferred
securities issued prior to May 19, 2010, to the
extent such organization was permitted, as of
the date of the enactment of this Act, to
consider such securities as tier 1 capital
under existing regulations of the appropriate
Federal banking agency; and
(B) with respect to a banking organization that is
a credit union, has the meaning given the term ``net
worth'' under section 702.2 of title 12, Code of
Federal Regulations, as in effect on the date of the
enactment of this Act.
(13) Traditional banking organization.--The term
``traditional banking organization'' means a banking
organization that--
(A) has zero trading assets and zero trading
liabilities;
(B) does not engage in swaps or security-based
swaps, other than swaps or security-based swaps
referencing interest rates or foreign exchange swaps;
and
(C) has a total notional exposure of swaps and
security-based swaps of not more than $8,000,000,000.
(14) Other banking terms.--The terms ``insured depository
institution'' and ``depository institution holding company''
have the meaning given those terms, respectively, under section
3 of the Federal Deposit Insurance Act.
(15) Other capital terms.--With respect to a banking
organization, the terms ``additional tier 1 capital'' and
``common equity tier 1 capital'' have the meaning given such
terms, respectively, under section 3.20, 217.20, or 324.20 of
title 12, Code of Federal Regulations, as applicable, as in
effect on the date of the enactment of this Act.
TITLE VII--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE
Subtitle A--Separation of Powers and Liberty Enhancements
SEC. 711. CONSUMER LAW ENFORCEMENT AGENCY.
(a) Making the Bureau an Independent Consumer Law Enforcement
Agency.--The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481
et seq.) is amended--
(1) in section 1011--
(A) in the heading of such section, by striking
``bureau of consumer financial protection'' and
inserting ``consumer law enforcement agency'';
(B) in subsection (a)--
(i) in the heading of such subsection, by
striking ``Bureau'' and inserting ``Agency'';
(ii) by striking ``in the Federal Reserve
System,'';
(iii) by striking ``independent bureau''
and inserting ``independent agency''; and
(iv) by striking ``Bureau of Consumer
Financial Protection'' and inserting ``Consumer
Law Enforcement Agency (hereinafter in this
section referred to as the `Agency')'';
(C) in subsection (b)(5), by amending subparagraph
(A) to read as follows:
``(A) shall be appointed by the President; and'';
(D) in subsection (c), by striking paragraph (3);
(E) in subsection (e), by striking ``, including in
cities in which the Federal reserve banks, or branches
of such banks, are located,''; and
(F) by striking ``Bureau'' each place such term
appears and inserting ``Agency''; and
(2) in section 1012--
(A) in subsection (a)(10), by striking
``examinations,''; and
(B) by striking subsection (c).
(b) Deeming of Name.--Any reference in a law, regulation, document,
paper, or other record of the United States to the Bureau of Consumer
Financial Protection shall be deemed a reference to the Consumer Law
Enforcement Agency.
(c) Conforming Amendments.--
(1) Dodd-frank wall street reform and consumer protection
act.--The Dodd-Frank Wall Street Reform and Consumer Protection
Act (12 U.S.C. 5301 et seq.) is amended--
(A) in the table of contents in section 1(b)--
(i) by striking ``Bureau of Consumer
Financial Protection'' each place such term
appears and inserting ``Consumer Law
Enforcement Agency''; and
(ii) in the table of contents relating to
title X, in the items relating to subtitle B,
subtitle C, and section 1027, by striking
``Bureau'' each place such term appears and
inserting ``Agency'';
(B) in section 2, by amending paragraph (4) to read
as follows:
``(4) Agency.--The term `Agency' means the Consumer Law
Enforcement Agency established under title X.'';
(C) in section 342 by striking ``Bureau'' each
place such term appears in headings and text and
inserting ``Agency'';
(D) in section 1400(b)--
(i) by striking ``Bureau of Consumer
Financial Protection'' and inserting ``Consumer
Law Enforcement Agency''; and
(ii) in the subsection heading, by striking
``Bureau of Consumer Financial Protection'' and
inserting ``Consumer Law Enforcement Agency'';
(E) in section 1411(a)(1), by striking ``Bureau''
and inserting ``Agency''; and
(F) in section 1447, by striking ``Director of the
Bureau'' each place such term appears and inserting
``Director of the Consumer Law Enforcement Agency''.
(2) Alternative mortgage transaction parity act of 1982.--
The Alternative Mortgage Transaction Parity Act of 1982 (12
U.S.C. 3801 et seq.) is amended--
(A) by striking ``Bureau of Consumer Financial
Protection'' each place such term appears and inserting
``Consumer Law Enforcement Agency''; and
(B) in the subsection heading of subsection (d) of
section 804 (12 U.S.C. 3803(d)), by striking ``Bureau''
and inserting ``Agency''.
(3) Electronic fund transfer act.--The Electronic Fund
Transfer Act (15 U.S.C. 1693 et seq.) is amended--
(A) by amending the second paragraph (4) (defining
the term ``Bureau'') to read as follows:
``(4) the term `Agency' means the Consumer Law Enforcement
Agency;'';
(B) in section 916(d)(1), by striking ``Bureau of
Consumer Financial Protection'' and inserting
``Consumer Law Enforcement Agency''; and
(C) by striking ``Bureau'' each place that term
appears in heading or text and inserting ``Agency''.
(4) Equal credit opportunity act.--The Equal Credit
Opportunity Act (15 U.S.C. 1691 et seq.) is amended--
(A) in section 702 (15 U.S.C. 1691a), by amending
subsection (c) to read as follows:
``(c) The term `Agency' means the Consumer Law Enforcement
Agency.''; and
(B) by striking ``Bureau'' each place that term
appears in heading or text and inserting ``Agency''.
(5) Expedited funds availability act.--The Expedited Funds
Availability Act (12 U.S.C. 4001 et seq.) is amended--
(A) by striking ``Bureau of Consumer Financial
Protection'' each place such term appears and inserting
``Consumer Law Enforcement Agency''; and
(B) in the heading of section 605(f)(1), by
striking ``board and bureau'' and inserting ``Board and
agency''.
(6) Fair and accurate credit transactions act of 2003.--The
Fair and Accurate Credit Transactions Act of 2003 (Public Law
108-159) is amended by striking ``Bureau'' each place such term
appears and inserting ``Agency''.
(7) Fair credit reporting act.--The Fair Credit Reporting
Act (15 U.S.C. 1681 et seq.) is amended--
(A) by amending section 603(w) to read as follows:
``(w) Agency.--The term `Agency' means the Consumer Law Enforcement
Agency.''; and
(B) by striking ``Bureau'' each place such term
appears, other than in sections 626 and 603(v), and
inserting ``Agency''.
(8) Fair debt collection practices act.--The Fair Debt
Collection Practices Act (15 U.S.C. 1692 et seq.) is amended--
(A) by amending section 803(1) to read as follows:
``(1) The term `Agency' means the Consumer Law Enforcement
Agency.''; and
(B) by striking ``Bureau'' each place such term
appears in heading or text and inserting ``Agency''.
(9) Federal deposit insurance act.--The Federal Deposit
Insurance Act (12 U.S.C. 1811 et seq.) is amended--
(A) in the second paragraph (6) (with the heading
``Referral to bureau of consumer financial
protection'') of section 8(t) (12 U.S.C. 1818(t))--
(i) in the paragraph heading, by striking
``bureau of consumer financial protection'';
and inserting ``Consumer law enforcement
agency''; and
(ii) by striking ``Bureau of Consumer
Financial Protection'' and inserting ``Consumer
Law Enforcement Agency'';
(B) by amending clause (vi) of section 11(t)(2)(A)
(12 U.S.C. 1821(t)(2)(A)(vi)) to read as follows:
``(vi) The Consumer Law Enforcement
Agency.'';
(C) in section 18(x) (12 U.S.C. 1828(x)), by
striking ``Bureau of Consumer Financial Protection''
each place such term appears and inserting ``Consumer
Law Enforcement Agency'';
(D) by striking ``Bureau'' each place such term
appears and inserting ``Agency''; and
(E) in section 43(e) (12 U.S.C. 1831t(e)), by
amending paragraph (5) to read as follows:
``(5) Agency.--The term `Agency' means the Consumer Law
Enforcement Agency.''.
(10) Federal financial institutions examination council act
of 1978.--The Federal Financial Institutions Examination
Council Act of 1978 (12 U.S.C. 3301 et seq.) is amended--
(A) in section 1004(a)(4), by striking ``Consumer
Financial Protection Bureau'' and inserting ``Consumer
Law Enforcement Agency''; and
(B) in section 1011, by striking ``Bureau of
Consumer Financial Protection'' and inserting
``Consumer Law Enforcement Agency''.
(11) Financial institutions reform, recovery, and
enforcement act of 1989.--The Financial Institutions Reform,
Recovery, and Enforcement Act of 1989 (Public Law 101-73; 103
Stat. 183) is amended--
(A) in section 1112(b) (12 U.S.C. 3341), by
striking ``Bureau of Consumer Financial Protection''
and inserting ``Consumer Law Enforcement Agency'';
(B) in section 1124 (12 U.S.C. 3353), by striking
``Bureau of Consumer Financial Protection'' each place
such term appears and inserting ``Consumer Law
Enforcement Agency'';
(C) in section 1125 (12 U.S.C. 3354), by striking
``Bureau of Consumer Financial Protection'' each place
such term appears and inserting ``Consumer Law
Enforcement Agency''; and
(D) in section 1206(a) (12 U.S.C. 1833b(a)), by
striking ``Federal Housing Finance Board'' and all that
follows through ``Farm Credit Administration'' and
inserting ``Federal Housing Finance Board, the Consumer
Law Enforcement Agency, and the Farm Credit
Administration''.
(12) Financial literacy and education improvement act.--
Section 513 of the Financial Literacy and Education Improvement
Act (20 U.S.C. 9702) is amended by striking ``Bureau of
Consumer Financial Protection'' each place such term appears
and inserting ``Consumer Law Enforcement Agency''.
(13) Gramm-Leach-Bliley act.--Title V of the Gramm-Leach-
Bliley Act (15 U.S.C. 6801 et seq.) is amended--
(A) by striking ``Bureau of Consumer Financial
Protection'' each place such term appears and inserting
``Consumer Law Enforcement Agency''; and
(B) in section 505(a)(8) (15 U.S.C. 6805(a)(8)), by
striking ``Bureau'' and inserting ``Agency''.
(14) Home mortgage disclosure act of 1975.--The Home
Mortgage Disclosure Act of 1975 (12 U.S.C. 2801 et seq.) is
amended--
(A) by striking ``Bureau of Consumer Financial
Protection'' each place such term appears and inserting
``Consumer Law Enforcement Agency'';
(B) by striking ``Bureau'' each place such term
appears and inserting ``Agency''; and
(C) in section 303, by amending paragraph (1) to
read as follows:
``(1) the term `Agency' means the Consumer Law Enforcement
Agency;''.
(15) Homeowners protection act of 1998.--Section 10(a)(4)
of the Homeowners Protection Act of 1998 (12 U.S.C. 4909(a)(4))
is amended by striking ``Bureau of Consumer Financial
Protection'' and inserting ``Consumer Law Enforcement Agency''.
(16) Home ownership and equity protection act of 1994.--
Section 158(a) of the Home Ownership and Equity Protection Act
of 1994 (15 U.S.C. 1601 note) is amended by striking ``Bureau''
and inserting ``Consumer Law Enforcement Agency''.
(17) Interstate land sales full disclosure act.--The
Interstate Land Sales Full Disclosure Act (12 U.S.C. 1701 et
seq.) is amended--
(A) by striking ``Bureau of Consumer Financial
Protection'' each place such term appears and inserting
``Agency'';
(B) in section 1402, by amending paragraph (12) to
read as follows:
``(12) `Agency' means the Consumer Law Enforcement
Agency.''; and
(C) in section 1416, by striking ``Bureau'' each
place such term appears and inserting ``Agency''.
(18) Real estate settlement procedures act of 1974.--The
Real Estate Settlement Procedures Act of 1974 (12 U.S.C. 2601
et seq.) is amended--
(A) by striking ``Bureau of Consumer Financial
Protection'' each place such term appears and inserting
``Consumer Law Enforcement Agency'';
(B) by striking ``Bureau'' each place such term
appears and inserting ``Agency''; and
(C) in section 3, by amending paragraph (9) to read
as follows:
``(9) the term `Agency' means the Consumer Law Enforcement
Agency.''.
(19) Revised statues of the united states.--Section
5136C(b)(3)(B) of the Revised Statutes of the United States (12
U.S.C. 25b(b)(3)(B)) is amended by striking ``Bureau of
Consumer Financial Protection'' and inserting ``Consumer Law
Enforcement Agency''.
(20) Right to financial privacy act of 1978.--The Right to
Financial Privacy Act of 1978 (12 U.S.C. 3401 et seq.) is
amended--
(A) by amending subparagraph (B) of section 1101(7)
(12 U.S.C. 3401(7)(B)) to read as follows:
``(B) the Consumer Law Enforcement Agency;''; and
(B) by striking ``Bureau of Consumer Financial
Protection'' each place such term appears in heading or
text and inserting ``Consumer Law Enforcement Agency''.
(21) S.A.F.E. mortgage licensing act of 2008.--The S.A.F.E.
Mortgage Licensing Act of 2008 (12 U.S.C. 5101 et seq.) is
amended--
(A) in section 1507, by striking ``Bureau, and the
Bureau of Consumer Financial Protection'' each place
such term appears and inserting ``Consumer Law
Enforcement Agency'';
(B) by striking ``Bureau of Consumer Financial
Protection'' each place such term appears and inserting
``Consumer Law Enforcement Agency'';
(C) by striking ``Bureau'' each place such appears,
other than in sections 1505(a)(1), 1507(a)(2)(A), and
1511(b), and inserting ``Agency'';
(D) in section 1503, by amending paragraph (1) to
read as follows:
``(1) Agency.--The term `Agency' means the Consumer Law
Enforcement Agency.'';
(E) in the heading of section 1508, by striking
``bureau of consumer financial protection'' and
inserting ``consumer law enforcement agency''; and
(F) in the heading of section 1514, by striking
``bureau'' and inserting ``agency''.
(22) Telemarketing and consumer fraud and abuse prevention
act.--The Telemarketing and Consumer Fraud and Abuse Prevention
Act (15 U.S.C. 6101 et seq.) is amended by striking ``Bureau of
Consumer Financial Protection'' each place such term appears in
heading or text and inserting ``Consumer Law Enforcement
Agency''.
(23) Title 5, united states code.--Title 5, United States
Code, is amended--
(A) in section 552a(w)--
(i) in the subsection heading, by striking
``Bureau of Consumer Financial Protection'' and
inserting ``Consumer Law Enforcement Agency'';
(ii) by striking ``Bureau of Consumer
Financial Protection'' and inserting ``Consumer
Law Enforcement Agency'';
(B) in section 609(d)(2), by striking ``Consumer
Financial Protection Bureau of the Federal Reserve
System'' and inserting ``Consumer Law Enforcement
Agency''; and
(C) in section 3132(a)(1)(D), as amended by section
151(a)(1), is further amended by inserting ``the
Consumer Law Enforcement Agency,'' before ``and the
National Credit Union Administration''.
(24) Title 10, united states code.--
(A) Section 987.--Section 987(h)(3)(E) of title 10,
United States Code, is amended by striking ``Bureau of
Consumer Financial Protection'' and inserting
``Consumer Law Enforcement Agency''.
(B) NDAA fy 2015.--Section 557(a) of the Carl Levin
and Howard P. ``Buck'' McKeon National Defense
Authorization Act for Fiscal Year 2015 (Public Law 113-
29; 128 Stat. 3381; 10 U.S.C. 1144 note), is amended by
striking ``Consumer Financial Protection Bureau'' each
place such term appears and inserting ``Consumer Law
Enforcement Agency''.
(25) Title 44, united states code.--Title 44, United States
Code, is amended--
(A) in section 3502(5), by striking ``the Bureau of
Consumer Financial Protection, the Office of Financial
Research,'' and inserting ``the Consumer Law
Enforcement Agency,''; and
(B) in section 3513(c), by striking ``Bureau of
Consumer Financial Protection'' and inserting
``Consumer Law Enforcement Agency''.
(26) Truth in lending act.--The Truth in Lending Act (15
U.S.C. 1601 et seq.) is amended--
(A) by amending section 103(b) (15 U.S.C. 1602(b))
to read as follows:
``(b) Agency.--The term `Agency' means the Consumer Law Enforcement
Agency.'';
(B) by amending section 103(c) (15 U.S.C. 1602(c))
to read as follows:
``(c) Board.--The term `Board' means the Board of Governors of the
Federal Reserve System.''; and
(C) in section 128(f) (15 U.S.C. 1638(f)), by
striking ``Board'' each place such term appears and
inserting ``Agency'';
(D) in sections 129B (15 U.S.C. 1639b) and 129C (15
U.S.C. 1639c), by striking ``Board'' each place such
term appears and inserting ``Agency'';
(E) in section 140A (15 U.S.C. 1651), by striking
``in consultation with the Bureau'' and inserting ``in
consultation with the Federal Trade Commission'';
(F) by striking ``National Credit Union
Administration Bureau'' each place such term appears
and inserting ``National Credit Union Administration
Board'';
(G) by striking ``Bureau'' each place such term
appears in heading or text and inserting ``Agency'';
and
(H) by striking ``bureau'' and inserting ``Agency''
in the paragraph headings for--
(i) section 122(d)(2) (15 U.S.C.
1632(d)(2));
(ii) section 127(c)(5) (15 U.S.C.
1637(c)(5));
(iii) section 127(r)(3) (15 U.S.C.
1637(r)(3)); and
(iv) section 127A(a)(14) (15 U.S.C.
1637a(a)(14)).
(27) Truth in savings act.--The Truth in Savings Act (12
U.S.C. 4301 et seq.) is amended--
(A) by amending paragraph (4) of section 274 (12
U.S.C. 4313(4)) to read as follows:
``(4) Agency.--The term `Agency' means the Consumer Law
Enforcement Agency.'';
(B) by striking ``National Credit Union
Administration Bureau'' each place such term appears
and inserting ``National Credit Union Administration
Board''; and
(C) by striking ``Bureau'' each place such term
appears and inserting ``Agency''.
SEC. 712. AUTHORITY OF THE OFFICE OF INFORMATION AND REGULATORY
AFFAIRS.
Section 1022 of the Consumer Financial Protection Act of 2010 (12
U.S.C. 5512) is amended by adding at the end the following:
``(e) Authority of the Office of Information and Regulatory
Affairs.--The Office of Information and Regulatory Affairs shall have
the same duties and authorities with respect to the Consumer Law
Enforcement Agency as the Office of Information and Regulatory Affairs
has with respect to any other agency that is not an independent
regulatory agency (as such terms are defined, respectively, under
section 3502 of title 44, United States Code).''.
SEC. 713. BRINGING THE AGENCY INTO THE REGULAR APPROPRIATIONS PROCESS.
Section 1017 of the Consumer Financial Protection Act of 2010 (12
U.S.C. 5497) is amended--
(1) in subsection (a)--
(A) by amending the heading of such subsection to
read as follows: ``Budget, Financial Management, and
Audit.--'';
(B) by striking paragraphs (1), (2), and (3);
(C) by redesignating paragraphs (4) and (5) as
paragraphs (1) and (2), respectively; and
(D) by striking subparagraphs (E) and (F) of
paragraph (1), as so redesignated;
(2) by striking subsections (b) and (c);
(3) by redesignating subsections (d) and (e) as subsections
(b) and (c), respectively; and
(4) in subsection (c), as so redesignated--
(A) by striking paragraphs (1), (2), and (3) and
inserting the following:
``(1) Authorization of appropriations.--There is authorized
to be appropriated to the Agency for each of fiscal years 2017
and 2018 an amount equal to the aggregate amount of funds
transferred by the Board of Governors to the Bureau of Consumer
Financial Protection during fiscal year 2015.''; and
(B) by redesignating paragraph (4) as paragraph
(2).
SEC. 714. CONSUMER LAW ENFORCEMENT AGENCY INSPECTOR GENERAL REFORM.
(a) Appointment of Inspector General.--The Inspector General Act of
1978 (5 U.S.C. App.) is amended--
(1) in section 8G--
(A) in subsection (a)(2), by striking ``and the
Bureau of Consumer Financial Protection'';
(B) in subsection (c), by striking ``For purposes
of implementing this section'' and all that follows
through the end of the subsection; and
(C) in subsection (g)(3), by striking ``and the
Bureau of Consumer Financial Protection''; and
(2) in section 12--
(A) in paragraph (1), by inserting ``the Consumer
Law Enforcement Agency;'' after ``the President of the
Export-Import Bank;''; and
(B) in paragraph (2), by inserting ``the Consumer
Law Enforcement Agency,'' after ``the Export-Import
Bank,''.
(b) Requirements for the Inspector General for the Consumer Law
Enforcement Agency.--
(1) Establishment.--Section 1011 of the Consumer Financial
Protection Act of 2010 (12 U.S.C. 5491), as amended by section
311, is further amended by adding at the end the following:
``(i) Inspector General.--There is established the position of the
Inspector General of the Agency.''; and
(2) Hearings.--Section 1016 of the Consumer Financial
Protection Act of 2010 (12 U.S.C. 5496) is amended by inserting
after subsection (c) the following:
``(d) Additional Requirement for Inspector General.--On a separate
occasion from that described in subsection (a), the Inspector General
of the Agency shall appear, upon invitation, before the Committee on
Banking, Housing, and Urban Affairs of the Senate and the Committee on
Financial Services of the House of Representatives at semi-annual
hearings regarding the reports required under subsection (b) and the
reports required under section 5 of the Inspector General Act of 1978
(5 U.S.C. App.).''.
(3) Participation in the council of inspectors general on
financial oversight.--Section 989E(a)(1) of the Dodd-Frank Wall
Street Reform and Consumer Protection Act is amended by adding
at the end the following:
``(J) The Consumer Law Enforcement Agency.''.
(4) Deadline for appointment.--Not later than 60 days after
the date of the enactment of this Act, the President shall
appoint an Inspector General for the Consumer Law Enforcement
Agency in accordance with section 3 of the Inspector General
Act of 1978 (5 U.S.C. App.).
(c) Transition Period.--The Inspector General of the Board of
Governors of the Federal Reserve System and the Bureau of Consumer
Financial Protection shall serve in that position until the
confirmation of an Inspector General for the Consumer Law Enforcement
Agency. At that time, the Inspector General of the Board of Governors
of the Federal Reserve System and the Bureau of Consumer Financial
Protection shall become the Inspector General of the Board of Governors
of the Federal Reserve System.
SEC. 715. PRIVATE PARTIES AUTHORIZED TO COMPEL THE AGENCY TO SEEK
SANCTIONS BY FILING CIVIL ACTIONS; ADJUDICATIONS DEEMED
ACTIONS.
Section 1053 of the Consumer Financial Protection Act of 2010 (12
U.S.C. 5563) is amended by adding at the end the following:
``(f) Private Parties Authorized to Compel the Agency to Seek
Sanctions by Filing Civil Actions.--
``(1) Termination of administrative proceeding.--In the
case of any person who is a party to a proceeding brought by
the Agency under this section, to which chapter 5 of title 5,
United States Code, applies, and against whom an order imposing
a cease and desist order or a penalty may be issued at the
conclusion of the proceeding, that person may, not later than
20 days after receiving notice of such proceeding, and at that
person's discretion, require the Agency to terminate the
proceeding.
``(2) Civil action authorized.--If a person requires the
Agency to terminate a proceeding pursuant to paragraph (1), the
Agency may bring a civil action against that person for the
same remedy that might be imposed.
``(g) Adjudications Deemed Actions.--Any administrative
adjudication commenced under this section shall be deemed an `action'
for purposes of section 1054(g).''.
SEC. 716. CIVIL INVESTIGATIVE DEMANDS TO BE APPEALED TO COURTS.
Section 1052 of the Consumer Financial Protection Act of 2010 (12
U.S.C. 5562) is amended--
(1) in subsection (c)--
(A) in paragraph (2), by inserting after ``shall
state'' the following: ``with specificity''; and
(B) by adding at the end the following:
``(14) Meeting requirement.--The recipient of a civil
investigative demand shall meet and confer with an Agency
investigator within 30 calendar days after receipt of the
demand to discuss and attempt to resolve all issues regarding
compliance with the civil investigative demand, unless the
Agency grants an extension requested by such recipient.'';
(2) in subsection (f)--
(A) by amending paragraph (1) to read as follows:
``(1) In general.--Not later than 45 days after the service
of any civil investigative demand upon any person under
subsection (c), or at any time before the return date specified
in the demand, whichever period is shorter, or within such
period exceeding 45 days after service or in excess of such
return date as may be prescribed in writing, subsequent to
service, by any Agency investigator named in the demand, such
person may file, in the district court of the United States for
any judicial district in which such person resides, is found,
or transacts business, a petition for an order modifying or
setting aside the demand.''; and
(B) in paragraph (2), by striking ``at the
Bureau''; and
(3) in subsection (h)--
(A) by striking ``(1) In general.--''; and
(B) by striking paragraph (2).
SEC. 717. AGENCY DUAL MANDATE AND ECONOMIC ANALYSIS.
(a) Purpose.--Section 1021(a) of the Consumer Financial Protection
Act of 2010 (12 U.S.C. 5511(a)) is amended by adding at the end the
following: ``In addition, the Director shall seek to implement and,
where applicable, enforce Federal consumer financial law consistently
for the purpose of strengthening participation in markets by covered
persons, without Government interference or subsidies, to increase
competition and enhance consumer choice.''.
(b) Office of Economic Analysis.--
(1) In general.--Section 1013 of the Consumer Financial
Protection Act of 2010 (12 U.S.C. 5493) is amended by adding at
the end the following:
``(h) Office of Economic Analysis.--
``(1) Establishment.--The Director shall, not later than
the end of the 60-day period beginning on the date of the
enactment of this subsection, establish an Office of Economic
Analysis.
``(2) Direct reporting.--The head of the Office of Economic
Analysis shall report directly to the Director.
``(3) Review and assessment of proposed rules and
regulations.--The Office of Economic Analysis shall--
``(A) review all proposed rules and regulations of
the Agency;
``(B) assess the impact of such rules and
regulations on consumer choice, price, and access to
credit products; and
``(C) publish a report on such reviews and
assessments in the Federal Register.
``(4) Measuring existing rules and regulations.--The Office
of Economic Analysis shall--
``(A) review each rule and regulation issued by the
Commission after 1, 2, 6, and 11 years;
``(B) measure the rule or regulation's success in
solving the problem that the rule or regulation was
intended to solve when issued; and
``(C) publish a report on such review and
measurement in the Federal Register.
``(5) Cost-benefit analysis related to administrative
enforcement and civil actions.--The Office of Economic Analysis
shall--
``(A) carry out a cost-benefit analysis of any
proposed administrative enforcement action, civil
lawsuit, or consent order of the Agency; and
``(B) assess the impact of such complaint, lawsuit,
or order on consumer choice, price, and access to
credit products.''.
(2) Consideration of review and assessment; rulemaking
requirements.--Section 1022(b) of the Consumer Financial
Protection Act of 2010 (12 U.S.C. 5512(b)) is amended by adding
at the end the following:
``(5) Consideration of review and assessment by the office
of economic analysis.--Before issuing any rule or regulation,
the Director shall consider the review and assessment of such
rule or regulation carried out by the Office of Economic
Analysis.
``(6) Identification of problems and metrics for judging
success.--
``(A) In general.--The Director shall, in each
proposed rulemaking of the Agency--
``(i) identify the problem that the
particular rule or regulations is seeking to
solve; and
``(ii) specify the metrics by which the
Agency will measure the success of the rule or
regulation in solving such problem.
``(B) Required metrics.--The metrics specified
under subparagraph (A)(ii) shall include a measurement
of changes to consumer access to, and cost of, consumer
financial products and services.''.
(3) Consideration of cost-benefit review related to
administrative actions.--The Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C. 5301 et seq.) is amended--
(A) in subtitle E of title X, by adding at the end
the following:
``SEC. 1059. CONSIDERATION OF COST-BENEFIT ANALYSIS RELATED TO
ADMINISTRATIVE ENFORCEMENT AND CIVIL ACTIONS.
``Before initiating any administrative enforcement action or civil
lawsuit or entering into a consent order, the Director shall consider
the cost-benefit analysis of such action, lawsuit, or order carried out
by the Office of Economic Analysis.''; and
(B) in the table of contents under section 1(b), by
inserting after the item relating to section 1058 the
following:
``Sec. 1059. Consideration of cost-benefit analysis related to
administrative enforcement and civil
actions.''.
(c) Avoidance of Duplicative or Unnecessary Analyses.--The Consumer
Law Enforcement Agency may perform any of the analyses required by the
amendments made by this section in conjunction with, or as part of, any
other agenda or analysis required by any other provision of law, if
such other agenda or analysis satisfies the provisions of this section.
SEC. 718. NO DEFERENCE TO AGENCY INTERPRETATION.
The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et
seq.) is amended--
(1) in section 1022(b)(4)--
(A) by striking ``(A) In general.--''; and
(B) by striking subparagraph (B); and
(2) in section 1061(b)(5)(E)--
(A) by striking ``affords to the--'' and all that
follows through ``(i) Federal Trade Commission'' and
inserting ``affords to the Federal Trade Commission'';
(B) by striking ``; or'' and inserting a period;
and
(C) by striking clause (ii).
Subtitle B--Administrative Enhancements
SEC. 721. ADVISORY OPINIONS.
Section 1022(b) of the Consumer Financial Protection Act of 2010
(12 U.S.C. 5512(b)), as amended by section 717, is further amended by
adding at the end the following:
``(7) Advisory opinions.--
``(A) Establishing procedures.--
``(i) In general.--The Director shall
establish a procedure and, as necessary,
promulgate rules to provide written opinions in
response to inquiries concerning the
conformance of specific conduct with Federal
consumer financial law. In establishing the
procedure, the Director shall consult with the
prudential regulators and such other Federal
departments and agencies as the Director
determines appropriate, and obtain the views of
all interested persons through a public notice
and comment period.
``(ii) Scope of request.--A request for an
opinion under this paragraph must relate to
specific proposed or prospective conduct by a
covered person contemplating the proposed or
prospective conduct.
``(iii) Submission.--A request for an
opinion under this paragraph may be submitted
to the Director either by or on behalf of a
covered person.
``(iv) Right to withdraw inquiry.--Any
inquiry under this paragraph may be withdrawn
at any time prior to the Director issuing an
opinion in response to such inquiry, and any
opinion based on an inquiry that has been
withdrawn shall have no force or effect.
``(B) Issuance of opinions.--
``(i) In general.--The Director shall,
within 90 days of receiving the request for an
opinion under this paragraph, either--
``(I) issue an opinion stating
whether the described conduct would
violate Federal consumer financial law;
``(II) if permissible under clause
(iii), deny the request; or
``(III) explain why it is not
feasible to issue an opinion.
``(ii) Extension.--Notwithstanding clause
(i), if the Director determines that the Agency
requires additional time to issue an opinion,
the Director may make a single extension of the
deadline of 90 days or less.
``(iii) Denial of requests.--The Director
shall not issue an opinion, and shall so inform
the requestor, if the request for an opinion--
``(I) asks a general question of
interpretation;
``(II) asks about a hypothetical
situation;
``(III) asks about the conduct of
someone other than the covered person
on whose behalf the request is made;
``(IV) asks about past conduct that
the covered person on whose behalf the
request is made does not plan to
continue in the future; or
``(V) fails to provide necessary
supporting information requested by the
Agency within a reasonable time
established by the Agency.
``(iv) Amendment and revocation.--An
advisory opinion issued under this paragraph
may be amended or revoked at any time.
``(v) Public disclosure.--An opinion
rendered pursuant to this paragraph shall be
placed in the Agency's public record 90 days
after the requesting party has received the
advice, subject to any limitations on public
disclosure arising from statutory restrictions,
Agency regulations, or the public interest. The
Agency shall redact any personal, confidential,
or identifying information about the covered
person or any other persons mentioned in the
advisory opinion, unless the covered person
consents to such disclosure.
``(vi) Report to congress.--The Agency
shall, concurrent with the semi-annual report
required under section 1016(b), submit
information regarding the number of requests
for an advisory opinion received, the subject
of each request, the number of requests denied
pursuant to clause (iii), and the time needed
to respond to each request.
``(C) Reliance on opinion.--Any person may rely on
an opinion issued by the Director pursuant to this
paragraph that has not been amended or withdrawn. No
liability under Federal consumer financial law shall
attach to conduct consistent with an advisory opinion
that had not been amended or withdrawn at the time the
conduct was undertaken.
``(D) Confidentiality.--Any document or other
material that is received by the Agency or any other
Federal department or agency in connection with an
inquiry under this paragraph shall be exempt from
disclosure under section 552 of title 5, United States
Code (commonly referred to as the `Freedom of
Information Act') and may not, except with the consent
of the covered person making such inquiry, be made
publicly available, regardless of whether the Director
responds to such inquiry or the covered person
withdraws such inquiry before receiving an opinion.
``(E) Assistance for small businesses.--
``(i) In general.--The Agency shall assist,
to the maximum extent practicable, small
businesses in preparing inquiries under this
paragraph.
``(ii) Small business defined.--For
purposes of this subparagraph, the term `small
business' has the meaning given the term `small
business concern' under section 3 of the Small
Business Act (15 U.S.C. 632).
``(F) Inquiry fee.--
``(i) In general.--The Director shall
develop a system to charge a fee for each
inquiry made under this paragraph in an amount
sufficient, in the aggregate, to pay for the
cost of carrying out this paragraph.
``(ii) Notice and comment.--Not later than
45 days after the date of the enactment of this
paragraph, the Director shall publish a
description of the fee system described in
clause (i) in the Federal Register and shall
solicit comments from the public for a period
of 60 days after publication.
``(iii) Finalization.--The Director shall
publish a final description of the fee system
and implement such fee system not later than 30
days after the end of the public comment period
described in clause (ii).''.
SEC. 722. REFORM OF CONSUMER FINANCIAL CIVIL PENALTY FUND.
(a) Segregated Accounts.--Section 1017(b) of the Consumer Financial
Protection Act of 2010, as redesignated by section 713, is amended by
redesignating paragraph (2) as paragraph (3), and by inserting after
paragraph (1) the following new paragraph:
``(2) Segregated accounts in civil penalty fund.--
``(A) In general.--The Agency shall establish and
maintain a segregated account in the Civil Penalty Fund
each time the Agency obtains a civil penalty against
any person in any judicial or administrative action
under Federal consumer financial laws.
``(B) Deposits in segregated accounts.--The Agency
shall deposit each civil penalty collected into the
segregated account established for such penalty under
subparagraph (A).''.
(b) Payment to Victims.--Paragraph (3) of section 1017(b) of such
Act, as redesignated by subsection (a), is amended to read as follows:
``(3) Payment to victims.--
``(A) In general.--
``(i) Identification of class.--Not later
than 60 days after the date of deposit of
amounts in a segregated account in the Civil
Penalty Fund, the Agency shall identify the
class of victims of the violation of Federal
consumer financial laws for which such amounts
were collected and deposited under paragraph
(2).
``(ii) Payments.--The Agency, within 2
years after the date on which such class of
victims is identified, shall locate and make
payments from such amounts to each victim.
``(B) Funds deposited in treasury.--
``(i) In general.--The Agency shall deposit
into the general fund of the Treasury any
amounts remaining in a segregated account in
the Civil Penalty Fund at the end of the 2-year
period for payments to victims under
subparagraph (A).
``(ii) Impossible or impractical
payments.--If the Agency determines before the
end of the 2-year period for payments to
victims under subparagraph (A) that such
victims cannot be located or payments to such
victims are otherwise not practicable, the
Agency shall deposit into the general fund of
the Treasury the amounts in the segregated
account in the Civil Penalty Fund.''.
(c) Effective Date.--
(1) In general.--The amendments made by this section shall
apply with respect to civil penalties collected after the date
of enactment of this Act.
(2) Amounts in consumer financial civil penalty fund on
date of enactment.--With respect to amounts in the Consumer
Financial Civil Penalty Fund on the date of enactment of this
Act that were not allocated for consumer education and
financial literacy programs on or before September 30, 2015,
the Consumer Law Enforcement Agency shall separate such amounts
into segregated accounts in accordance with, and for purposes
of, section 1017(d) of the Consumer Financial Protection Act of
2010, as amended by this section. The date of deposit of such
amounts shall be deemed to be the date of enactment of this
Act.
SEC. 723. AGENCY PAY FAIRNESS.
(a) In General.--Section 1013(a)(2) of the Consumer Financial
Protection Act of 2010 (12 U.S.C. 5493(a)(2)) is amended to read as
follows:
``(2) Compensation.--The rates of basic pay for all
employees of the Agency shall be set and adjusted by the
Director in accordance with the General Schedule set forth in
section 5332 of title 5, United States Code.''.
(b) Effective Date.--The amendment made by subsection (a) shall
apply to service by an employee of the Consumer Law Enforcement Agency
following the 90-day period beginning on the date of enactment of this
Act.
SEC. 724. ELIMINATION OF MARKET MONITORING FUNCTIONS.
The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et
seq.) is amended--
(1) in section 1021(c)--
(A) by striking paragraph (3); and
(B) by redesignating paragraphs (4), (5), and (6)
as paragraphs (3), (4), and (5), respectively;
(2) in section 1022, by striking subsection (c); and
(3) in section 1026(b), by striking ``, and to assess and
detect risks to consumers and consumer financial markets''.
SEC. 725. REFORMS TO MANDATORY FUNCTIONAL UNITS.
The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et
seq.) is amended--
(1) in section 1013--
(A) in subsection (b)--
(i) in paragraph (1), by striking ``shall
establish'' and inserting ``may establish'';
(ii) in paragraph (2), by striking ``shall
establish'' and inserting ``may establish'';
and
(iii) paragraph (3)(D)--
(I) by striking ``To facilitate
preparation of the reports required
under subparagraph (C), supervision and
enforcement activities, and monitoring
of the market for consumer financial
products and services, the'' and
inserting ``The''; and
(II) by adding at the end the
following: ``Information collected
under this paragraph may not be made
publicly available.'';
(B) in subsection (c)--
(i) in paragraph (1), by striking ``shall
establish'' and inserting ``may establish'';
and
(ii) in paragraph (3), by striking ``There
is established the'' and inserting ``At any
time when the Office of Fair Lending and Equal
Opportunity exists within the Agency, there
shall be a'';
(C) in subsection (d)--
(i) in paragraph (1), by striking ``shall
establish'' and inserting ``may establish'';
(ii) in paragraph (3)--
(I) in subparagraph (A), by
inserting ``, if such Office exists
within the Agency,'' after ``Community
Affairs Office''; and
(II) in subparagraph (B), by
striking ``established by the
Director'' and inserting ``, if
established by the Director,''; and
(iii) in paragraph (4), by striking ``Not
later than 24 months after the designated
transfer date, and annually thereafter,'' and
inserting ``Annually, at any time when the
Office of Financial Education exists within the
Agency,'';
(D) in subsection (e)(1), by striking ``shall
establish'' and inserting ``may establish'';
(E) by striking subsection (f);
(F) by redesignating subsections (g) and (h) as
subsections (f) and (g), respectively; and
(G) in subsection (f), as so redesignated--
(i) in paragraph (1)--
(I) by striking ``Before the end of
the 180-day period beginning on the
designated transfer date, the Director
shall'' and inserting ``The Director
may''; and
(II) by striking ``on protection
from unfair, deceptive, and abusive
practices and'';
(ii) in paragraph (2), by striking ``The
Office'' and inserting ``At any time when the
Office of Financial Protection for Older
Americans exists within the Agency, the
Office''; and
(iii) in paragraph (3)--
(I) in subparagraph (A)--
(aa) by striking clause
(i);
(bb) by redesignating
clauses (ii) and (iii) as
clauses (i) and (ii),
respectively; and
(cc) in clause (ii), as so
redesignated, by striking ``to
respond to consumer problems
caused by unfair, deceptive, or
abusive practices'';
(II) in subparagraph (B), by
striking ``and alert the Commission and
State regulators of certifications or
designations that are identified as
unfair, deceptive, or abusive''; and
(III) in subparagraph (D)--
(aa) by striking clause
(i); and
(bb) by redesignating
clauses (ii) and (iii) as
clauses (i) and (ii),
respectively;
(2) in section 1029(e), by inserting after ``Affairs,'' the
following: ``if established under this title,''; and
(3) in section 1035--
(A) in subsection (a), by striking ``shall
designate'' and inserting ``may designate''; and
(B) in subsection (b), by striking ``The
Secretary'' and inserting ``If the Secretary designates
the Ombudsman under subsection (a), the Secretary''.
SEC. 726. REPEAL OF MANDATORY ADVISORY BOARD.
(a) In General.--Section 1014 of the Consumer Financial Protection
Act of 2010 (12 U.S.C. 5494) is repealed.
(b) Clerical Amendment.--The table of contents in section 1(b) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the item relation to section 1014.
(c) Rule of Construction.--Nothing in this section may be construed
as limiting the authority of the Director of the Consumer Law
Enforcement Agency to establish advisory committees pursuant to the
Federal Advisory Committee Act.
SEC. 727. ELIMINATION OF SUPERVISION AUTHORITY.
(a) In General.--The Consumer Financial Protection Act of 2010 (12
U.S.C. 5481 et seq.) is amended--
(1) in section 1002(15)(B)(ii)(I), by striking
``examination or'';
(2) in section 1013(a)(1)(B), by striking ``compliance
examiners, compliance supervision analysts,'';
(3) in section 1016(c)--
(A) in paragraph (5), by striking ``supervisory
and''; and
(B) in paragraph (6), by striking ``orders, and
supervisory actions'' and inserting ``and orders'';
(4) in section 1024--
(A) in the heading, by striking ``supervision of''
and inserting ``authority with respect to certain'';
(B) in subsection (a)--
(i) in paragraph (1)(B), by striking ``as
defined by rule in accordance with paragraph
(2)'' and inserting ``as of the date of the
enactment of the Financial CHOICE Act of
2017'';
(ii) by striking paragraph (2);
(iii) by redesignating paragraph (3) as
paragraph (2); and
(iv) in subparagraph (A) of paragraph (2),
as so redesignated, by striking ``1025(a) or'';
(C) by striking subsection (b);
(D) by redesignating subsections (c), (d), (e), and
(f) as subsections (b), (c), (d), and (e),
respectively;
(E) in subsection (c), as so redesignated--
(i) in the heading, by striking ``and
Examination Authority''; and
(ii) by striking ``, conduct
examinations,'' each place such term appears;
(F) in subsection (d), as so redesignated--
(i) by inserting ``rulemaking and
enforcement, but not supervisory,'' before
``authority of the Bureau''; and
(ii) by striking ``conducting any
examination or requiring any report from a
service provider subject to this subsection''
and inserting ``carrying out any authority
pursuant to this subsection with respect to a
service provider'';
(5) by striking section 1025;
(6) in section 1026--
(A) by amending subsection (a) to read as follows:
``(a) Scope of Coverage.--This section shall apply to any covered
person that is an insured depository institution or an insured credit
union.'';
(B) in subsection (b)(3), by striking ``report of
examination or related'';
(C) by striking subsection (c);
(D) by redesignating subsections (d) and (e) as
subsections (c) and (d), respectively; and
(E) in subsection (d), as so redesignated--
(i) by striking ``section 1025'' and
inserting ``this section''; and
(ii) by striking ``When conducting any
examination or requiring any report from a
service provider subject to this subsection''
and inserting ``In carrying out any authority
pursuant to this subsection with respect to a
service provider'';
(7) in section 1027--
(A) by striking ``supervisory,'' each place such
term appears;
(B) in subsection (e)(1), by striking ``supervisory
or''; and
(C) in subsection (p), by striking ``section
1024(c)(1)'' and inserting ``section 1024(b)(1)'';
(8) in section 1034--
(A) by striking subsections (b) and (c); and
(B) by redesignating subsection (d) as subsection
(b);
(9) in section 1053--
(A) in subsection (b)(1)(A), by striking ``sections
1024, 1025, and 1026'' and inserting ``sections 1024
and 1026''; and
(B) in subsection (c)(3)(B)(ii)(II), by striking
``, by examination or otherwise,'';
(10) in section 1054(a), by striking ``sections 1024, 1025,
and 1026'' and inserting ``sections 1024 and 1026'';
(11) in section 1061--
(A) in subsection (a)(1)--
(i) in subparagraph (A), by striking ``;
and'' at the end and inserting a period; and
(ii) by striking subparagraph (B); and
(B) in subsection (c)--
(i) by amending paragraph (1) to read as
follows:
``(1) Examination.--A transferor agency that is a
prudential regulator shall have exclusive authority (relative
to the Bureau) to require reports from and conduct examinations
for compliance with Federal consumer financial laws with
respect to a person described in section 1026(a).'';
(ii) in paragraph (2)--
(I) by striking subparagraph (A);
and
(II) by redesignating subparagraphs
(B) and (C) as subparagraphs (A) and
(B), respectively;
(12) in section 1063, by striking ``sections 1024, 1025,
and 1026'' each place such term appears and inserting
``sections 1024 and 1026''; and
(13) in section 1067, by striking subsection (e).
(b) Home Mortgage Disclosure Act of 1975.--Section 305(d) of the
Home Mortgage Disclosure Act of 1975 (12 U.S.C. 2804(d)) is amended by
striking ``examine and''.
(c) Omnibus Appropriations Act, 2009.--Section 626 of the Omnibus
Appropriations Act, 2009 (15 U.S.C. 1638 note) is repealed.
(d) Clerical Amendment.--The table of contents in section 1(b) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended--
(1) in the item relating to section 1024, by striking
``SUPERVISION OF'' and inserting ``AUTHORITY WITH RESPECT TO
CERTAIN''; and
(2) by striking the item relating to section 1025.
SEC. 728. TRANSFER OF OLD OTS BUILDING FROM OCC TO GSA.
Not later than 180 days after the date of enactment of this Act,
the Comptroller of the Currency shall transfer administrative
jurisdiction over the Federal property located at 1700 G Street,
Northwest, in the District of Columbia to the Administrator of General
Services.
SEC. 729. LIMITATION ON AGENCY AUTHORITY.
Section 1027 of the Consumer Financial Protection Act of 2010 (12
U.S.C. 5517) is amended--
(1) in subsection (g)(3)(A), by striking ``may not exercise
any rulemaking or enforcement authority'' and inserting ``may
not exercise any rulemaking, enforcement, or other authority'';
(2) in subsection (i)(1), by striking ``shall have no
authority to exercise any power to enforce this title'' and
inserting ``may not exercise any rulemaking, enforcement, or
other authority''; and
(3) in subsection (j)(1), by striking ``shall have no
authority to exercise any power to enforce this title'' and
inserting ``may not exercise any rulemaking, enforcement, or
other authority''.
Subtitle C--Policy Enhancements
SEC. 731. CONSUMER RIGHT TO FINANCIAL PRIVACY.
(a) Requirement of the Agency to Obtain Permission Before
Collecting Nonpublic Personal Information.--Section 1022 of the
Consumer Financial Protection Act of 2010 (12 U.S.C. 5512), as amended
by section 724(3), is further amended by inserting after subsection (b)
the following:
``(c) Consumer Privacy.--
``(1) In general.--The Agency may not request, obtain,
access, collect, use, retain, or disclose any nonpublic
personal information about a consumer unless--
``(A) the Agency clearly and conspicuously
discloses to the consumer, in writing or in an
electronic form, what information will be requested,
obtained, accessed, collected, used, retained, or
disclosed; and
``(B) before such information is requested,
obtained, accessed, collected, used, retained, or
disclosed, the consumer informs the Agency that such
information may be requested, obtained, accessed,
collected, used, retained, or disclosed.
``(2) Application of requirement to contractors of the
agency.--Paragraph (1) shall apply to any person directed or
engaged by the Agency to collect information to the extent such
information is being collected on behalf of the Agency.
``(3) Definition of nonpublic personal information.--In
this subsection, the term `nonpublic personal information' has
the meaning given the term in section 509 of the Gramm-Leach-
Bliley Act (15 U.S.C. 6809).''.
(b) Removal of Exemption for the Agency From the Right to Financial
Privacy Act.--Section 1113 of the Right to Financial Privacy Act of
1978 (12 U.S.C. 3413) is amended by striking subsection (r).
SEC. 732. REPEAL OF COUNCIL AUTHORITY TO SET ASIDE AGENCY RULES AND
REQUIREMENT OF SAFETY AND SOUNDNESS CONSIDERATIONS WHEN
ISSUING RULES.
(a) Repeal of Authority.--
(1) In general.--Section 1023 of the Consumer Financial
Protection Act of 2010 (12 U.S.C. 5513) is hereby repealed.
(2) Conforming amendment.--Section 1022(b)(2)(C) of the
Consumer Financial Protection Act of 2010 (12 U.S.C.
5512(b)(2)(C)) is amended by striking ``, except that nothing
in this clause shall be construed as altering or limiting the
procedures under section 1023 that may apply to any rule
prescribed by the Bureau''.
(3) Clerical amendment.--The table of contents under
section 1(b) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act is amended by striking the item relating to
section 1023.
(b) Safety and Soundness Check.--Section 1022(b)(2)(A) of the
Consumer Financial Protection Act of 2010 (12 U.S.C. 5512(b)(2)(A)) is
amended--
(1) in clause (i), by striking ``and'' at the end;
(2) in clause (ii), by adding ``and'' at the end; and
(3) by adding at the end the following:
``(iii) the impact of such rule on the
financial safety or soundness of an insured
depository institution;''.
SEC. 733. REMOVAL OF AUTHORITY TO REGULATE SMALL-DOLLAR CREDIT.
The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et
seq.) is amended--
(1) in section 1024(a)(1)--
(A) in subparagraph (C), by adding ``or'' at the
end;
(B) in subparagraph (D), by striking ``; or'' and
inserting a period; and
(C) by striking subparagraph (E); and
(2) in section 1027, by adding at the end the following:
``(t) No Authority to Regulate Small-dollar Credit.--The Agency may
not exercise any rulemaking, enforcement, or other authority with
respect to payday loans, vehicle title loans, or other similar
loans.''.
SEC. 734. REFORMING INDIRECT AUTO FINANCING GUIDANCE.
(a) Nullification of Auto Lending Guidance.--Bulletin 2013-02 of
the Bureau of Consumer Financial Protection (published March 21, 2013)
shall have no force or effect.
(b) Guidance Requirements.--Section 1022(b) of the Consumer
Financial Protection Act of 2010 (12 U.S.C. 5512(b)), as amended by
section 721, is further amended by adding at the end the following:
``(8) Guidance on indirect auto financing.--In proposing
and issuing guidance primarily related to indirect auto
financing, the Agency shall--
``(A) provide for a public notice and comment
period before issuing the guidance in final form;
``(B) make available to the public, including on
the website of the Agency, all studies, data,
methodologies, analyses, and other information relied
on by the Agency in preparing such guidance;
``(C) redact any information that is exempt from
disclosure under paragraph (3), (4), (6), (7), or (8)
of section 552(b) of title 5, United States Code;
``(D) consult with the Board of Governors of the
Federal Reserve System, the Federal Trade Commission,
and the Department of Justice; and
``(E) conduct a study on the costs and impacts of
such guidance to consumers and women-owned, minority-
owned, veteran-owned, and small businesses, including
consumers and small businesses in rural areas.''.
(c) Rule of Construction.--Nothing in this section shall be
construed to apply to guidance issued by the Consumer Law Enforcement
Agency that is not primarily related to indirect auto financing.
SEC. 735. PROHIBITION OF GOVERNMENT PRICE CONTROLS FOR PAYMENT CARD
TRANSACTIONS.
(a) In General.--Section 1075 of the Consumer Financial Protection
Act of 2010 is hereby repealed and the provisions of law amended by
such section are revived or restored as if such section had not been
enacted.
(b) Clerical Amendment.--The table of contents under section 1(b)
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the item relating to section 1075.
SEC. 736. REMOVAL OF AGENCY UDAAP AUTHORITY.
(a) In General.--The Consumer Financial Protection Act of 2010 (12
U.S.C. 5481 et seq.) is amended--
(1) in section 1021(b)(2), by striking ``unfair, deceptive,
or abusive acts and practices and'';
(2) by striking section 1031;
(3) in section 1036(a)--
(A) in paragraph (1)--
(i) by striking ``provider'' and all that
follows through ``to offer'' and inserting
``provider to offer'';
(ii) by striking subparagraph (B); and
(B) in paragraph (2)(C), by striking ``; or'' at
the end and inserting a period; and
(C) by striking paragraph (3); and
(4) in section 1061(b)(5)--
(A) in subparagraph (B), by striking clause (ii);
(B) by striking subparagraph (D); and
(C) by redesignating subparagraph (E) (as amended
by section 718(2)) as subparagraph (D); and
(5) in section 1076(b)(2), by striking ``determine--'' and
all that follows through ``(B) provide for'' and inserting
``determine, provide for''.
(b) Telemarketing and Consumer Fraud and Abuse Prevention Act.--
Section 3(c) of the Telemarketing and Consumer Fraud and Abuse
Prevention Act (15 U.S.C. 6102) is amended--
(1) in paragraph (1), by striking ``; and'' at the end and
inserting a period;
(2) by striking paragraph (2); and
(3) by striking ``subsection (a)--'' and all that follows
through ``(1) shall'' and inserting ``subsection (a) shall''.
(c) Clerical Amendment.--The table of contents in section 1(b) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the item relating to section 1031.
SEC. 737. PRESERVATION OF UDAP AUTHORITY FOR FEDERAL BANKING
REGULATORS.
(a) In General.--Section 18(f) of the Federal Trade Commission Act
(15 U.S.C. 57a(f)) is amended to read as follows:
``(f) Unfair or Deceptive Acts or Practices by Depository
Institutions.--
``(1) In general.--In order to prevent unfair or deceptive
acts or practices in or affecting commerce (including acts or
practices which are unfair or deceptive to consumers) by
depository institutions, each Federal banking regulator shall
prescribe regulations to carry out the purposes of this
section, including regulations defining with specificity such
unfair or deceptive acts or practices, and containing
requirements prescribed for the purpose of preventing such acts
or practices.
``(2) Promulgating substantially similar regulations.--
Whenever the Commission prescribes a rule under subsection
(a)(1)(B), then within 60 days after such rule takes effect
each Federal banking regulator shall promulgate substantially
similar regulations prohibiting acts or practices of depository
institutions which are substantially similar to those
prohibited by rules of the Commission and which impose
substantially similar requirements, unless--
``(A) the Federal banking regulator finds that such
acts or practices of depository institutions are not
unfair or deceptive; or
``(B) the Board of Governors of the Federal Reserve
System finds that implementation of similar regulations
with respect to depository institutions would seriously
conflict with essential monetary and payments systems
policies of such Board, and publishes any such finding,
and the reasons therefor, in the Federal Register.
``(3) Enforcement.--
``(A) In general.--Compliance with regulations
prescribed under this subsection shall be enforced--
``(i) under section 8 of the Federal
Deposit Insurance Act, with respect to a
depository institution other than a Federal
credit union; and
``(ii) under sections 120 and 206 of the
Federal Credit Union Act, with respect to a
Federal credit union.
``(B) Deeming of violation.--For the purpose of the
exercise by a Federal banking regulator of the
regulator's powers under any Act referred to in
subparagraph (A), a violation of any regulation
prescribed under this subsection shall be deemed to be
a violation of a requirement imposed under that Act.
``(C) Enforcement through any existing authority.--
In addition to its powers under any provision of law
specifically referred to in subparagraph (A), each
Federal banking regulator may exercise, for the purpose
of enforcing compliance with any regulation prescribed
under this subsection, any other authority conferred on
the regulator by law.
``(4) Rule of construction.--The authority of the Board of
Governors of the Federal Reserve System to issue regulations
under this subsection does not impair the authority of any
other Federal banking regulator to make rules respecting the
regulator's own procedures in enforcing compliance with
regulations prescribed under this subsection.
``(5) Report to congress.--Each Federal banking regulator
exercising authority under this subsection shall transmit to
the Congress each year a detailed report on its activities
under this subsection during the preceding calendar year.
``(6) Definitions.--For purposes of this Act:
``(A) Bank.--The term `bank' means--
``(i) national banks and Federal branches
and Federal agencies of foreign banks;
``(ii) member banks of the Federal Reserve
System (other than national banks), branches
and agencies of foreign banks (other than
Federal branches, Federal agencies, and insured
State branches of foreign banks), commercial
lending companies owned or controlled by
foreign banks, and organizations operating
under section 25 or 25A of the Federal Reserve
Act; and
``(iii) banks insured by the Federal
Deposit Insurance Corporation (other than banks
referred to in clause (i) or (ii) and insured
State branches of foreign banks.
``(B) Depository institution.--The term `depository
institution' means a bank, a savings and loan
institution, or a Federal credit union.
``(C) Federal banking regulator.--The term `Federal
banking regulator'--
``(i) has the meaning given the term
`appropriate Federal banking agency' under
section 3 of the Federal Deposit Insurance Act;
and
``(ii) means the National Credit Union
Administration, in the case of a Federal credit
union.
``(D) Federal credit union.--The term `Federal
credit union' has the same meaning as in section 101 of
the Federal Credit Union Act.
``(E) Savings and loan institution.--The term
`savings and loan institution' has the same meaning as
in section 3 of the Federal Deposit Insurance Act.
``(F) Other terms.--The terms used in this
paragraph that are not defined in this Act or otherwise
defined in section 3(s) of the Federal Deposit
Insurance Act shall have the meaning given to them in
section 1(b) of the International Banking Act of
1978.''.
(b) Conforming Amendments.--The Federal Trade Commission Act (15
U.S.C. 41 et seq.) is amended--
(1) in section 6(j)(6), by striking ``section 18(f)(3) (15
U.S.C. 57a(f)(3)), a Federal credit union described in section
18(f)(4) (15 U.S.C. 57a(f)(4))'' and inserting ``section 18(f),
a Federal credit union described in section 18(f)'';
(2) in section 21(b)(6)(C), by striking ``section 18(f)(3)
of the Federal Trade Commission Act (15 U.S.C. 57a(f)(3)), or a
Federal credit union described in section 18(f)(4) of the
Federal Trade Commission Act (15 U.S.C. 57a(f)(4))'' and
inserting ``18(f), or a Federal credit union described in
section 18(f)'';
(3) by striking ``section 18(f)(2)'' each place such term
appears and inserting ``section 18(f)'';
(4) by striking ``section 18(f)(3)'' each place such term
appears and inserting ``section 18(f)''; and
(5) by striking ``section 18(f)(4)'' each place such term
appears and inserting ``section 18(f)''.
SEC. 738. REPEAL OF AUTHORITY TO RESTRICT ARBITRATION.
(a) In General.--Section 1028 of the Consumer Financial Protection
Act of 2010 (12 U.S.C. 5518) is hereby repealed.
(b) Clerical Amendment.--The table of contents under section 1(b)
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the item relating to section 1028.
TITLE VIII--CAPITAL MARKETS IMPROVEMENTS
Subtitle A--SEC Reform, Restructuring, and Accountability
SEC. 801. AUTHORIZATION OF APPROPRIATIONS.
Section 35 of the Securities Exchange Act of 1934 (15 U.S.C. 78kk)
is amended by striking paragraphs (1) through (5) and inserting the
following:
``(1) for fiscal year 2017, $1,555,000,000;
``(2) for fiscal year 2018, $1,605,000,000;
``(3) for fiscal year 2019, $1,655,000,000;
``(4) for fiscal year 2020, $1,705,000,000;
``(5) for fiscal year 2021, $1,755,000,000; and
``(6) for fiscal year 2022, $1,805,000,000.''.
SEC. 802. REPORT ON UNOBLIGATED APPROPRIATIONS.
Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w)
is amended by adding at the end the following:
``(e) Report on Unobligated Appropriations.--If, at the end of any
fiscal year, there remain unobligated any funds that were appropriated
to the Commission for such fiscal year, the Commission shall, not later
than 30 days after the last day of such fiscal year, submit to the
Committee on Financial Services and the Committee on Appropriations of
the House of Representatives and the Committee on Banking, Housing, and
Urban Affairs and the Committee on Appropriations of the Senate a
report stating the amount of such unobligated funds. If there is any
material change in the amount stated in the report, the Commission
shall, not later than 7 days after determining the amount of the
change, submit to such committees a supplementary report stating the
amount of and reason for the change.''.
SEC. 803. SEC RESERVE FUND ABOLISHED.
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is
amended by striking subsection (i).
SEC. 804. FEES TO OFFSET APPROPRIATIONS.
(a) Section 31 of the Securities Exchange Act of 1934.--Section 31
of the Securities Exchange Act of 1934 (15 U.S.C. 78ee) is amended--
(1) by striking subsection (a) and inserting the following:
``(a) Collection.--The Commission shall, in accordance with this
section, collect transaction fees and assessments.'';
(2) in subsection (i)--
(A) in paragraph (1)(A), by inserting ``except as
provided in paragraph (2),'' before ``shall''; and
(B) by striking paragraph (2) and inserting the
following:
``(2) General revenue.--Any fees collected for a fiscal
year pursuant to this section, sections 13(e) and 14(g) of this
title, and section 6(b) of the Securities Act of 1933 in excess
of the amount provided in appropriation Acts for collection for
such fiscal year pursuant to such sections shall be deposited
and credited as general revenue of the Treasury.'';
(3) in subsection (j)--
(A) by striking ``the regular appropriation to the
Commission by Congress for such fiscal year'' each
place it appears and inserting ``the target offsetting
collection amount for such fiscal year''; and
(B) in paragraph (2), by striking ``subsection
(l)'' and inserting ``subsection (l)(2)''; and
(4) by striking subsection (l) and inserting the following:
``(l) Definitions.--For purposes of this section:
``(1) Target offsetting collection amount.--The target
offsetting collection amount for a fiscal year is--
``(A) for fiscal year 2017, $1,400,000,000; and
``(B) for each succeeding fiscal year, the target
offsetting collection amount for the prior fiscal year,
adjusted by the rate of inflation.
``(2) Baseline estimate of the aggregate dollar amount of
sales.--The baseline estimate of the aggregate dollar amount of
sales for any fiscal year is the baseline estimate of the
aggregate dollar amount of sales of securities (other than
bonds, debentures, other evidences of indebtedness, security
futures products, and options on securities indexes (excluding
a narrow-based security index)) to be transacted on each
national securities exchange and by or through any member of
each national securities association (otherwise than on a
national securities exchange) during such fiscal year as
determined by the Commission, after consultation with the
Congressional Budget Office and the Office of Management and
Budget, using the methodology required for making projections
pursuant to section 257 of the Balanced Budget and Emergency
Deficit Control Act of 1985.''.
(b) Section 6(b) of the Securities Act of 1933.--Section 6(b) of
the Securities Act of 1933 (15 U.S.C. 77f(b)) is amended--
(1) by striking ``target fee collection amount'' each place
it appears and inserting ``target offsetting collection
amount'';
(2) in paragraph (4), by striking the last sentence and
inserting the following: ``Subject to paragraphs (6)(B) and
(7), an adjusted rate prescribed under paragraph (2) shall take
effect on the later of--
``(A) the first day of the fiscal year to which
such rate applies; or
``(B) five days after the date on which a regular
appropriation to the Commission for such fiscal year is
enacted.'';
(3) in paragraph (5), by inserting ``of the Securities
Exchange Act of 1934'' after ``sections 13(e) and 14(g)'';
(4) by redesignating paragraph (6) as paragraph (8);
(5) by inserting after paragraph (5) the following:
``(6) Offsetting collections.--Fees collected pursuant to
this subsection for any fiscal year--
``(A) except as provided in section 31(i)(2) of the
Securities Exchange Act of 1934, shall be deposited and
credited as offsetting collections to the account
providing appropriations to the Commission; and
``(B) except as provided in paragraph (7), shall
not be collected for any fiscal year except to the
extent provided in advance in appropriation Acts.
``(7) Lapse of appropriation.--If on the first day of a
fiscal year a regular appropriation to the Commission has not
been enacted, the Commission shall continue to collect fees (as
offsetting collections) under this subsection at the rate in
effect during the preceding fiscal year, until 5 days after the
date such a regular appropriation is enacted.''; and
(6) in subparagraph (A) of paragraph (8) (as so
redesignated)--
(A) by striking the subparagraph heading and
inserting ``Target offsetting collection amount.--'';
and
(B) in the heading of the right column of the
table, by striking ``fee'' and inserting
``offsetting''.
(c) Section 13(e) of the Securities Exchange Act of 1934.--Section
13(e) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(e)) is
amended--
(1) by striking paragraph (5) and inserting the following:
``(5) Offsetting collections.--Fees collected pursuant to
this subsection for any fiscal year--
``(A) except as provided in section 31(i)(2), shall
be deposited and credited as offsetting collections to
the account providing appropriations to the Commission;
and
``(B) except as provided in paragraph (8), shall
not be collected for any fiscal year except to the
extent provided in advance in appropriations Acts.'';
and
(2) by adding at the end the following:
``(8) Lapse of appropriation.--If on the first day of a
fiscal year a regular appropriation to the Commission has not
been enacted, the Commission shall continue to collect fees (as
offsetting collections) under this subsection at the rate in
effect during the preceding fiscal year, until 5 days after the
date such a regular appropriation is enacted.''.
(d) Section 14(g) of the Securities Exchange Act of 1934.--Section
14(g) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(g)) is
amended--
(1) by striking paragraph (5) and inserting the following:
``(5) Offsetting collections.--Fees collected pursuant to
this subsection for any fiscal year--
``(A) except as provided in section 31(i)(2), shall
be deposited and credited as offsetting collections to
the account providing appropriations to the Commission;
and
``(B) except as provided in paragraph (8), shall
not be collected for any fiscal year except to the
extent provided in advance in appropriations Acts.'';
(2) by redesignating paragraph (8) as paragraph (9); and
(3) by inserting after paragraph (7) the following:
``(8) Lapse of appropriation.--If on the first day of a
fiscal year a regular appropriation to the Commission has not
been enacted, the Commission shall continue to collect fees (as
offsetting collections) under this subsection at the rate in
effect during the preceding fiscal year, until 5 days after the
date such a regular appropriation is enacted.''.
(e) Effective Date.--The amendments made by this section--
(1) shall apply beginning on October 1, 2017, except that
for fiscal year 2018, the Securities and Exchange Commission
shall publish--
(A) the rates established under section 31 of the
Securities Exchange Act of 1934, as amended by this
section, not later than 30 days after the date on which
an Act making a regular appropriation to the Commission
for fiscal year 2018 is enacted; and
(B) the rate established under section 6(b) of the
Securities Act of 1933, as amended by this section, not
later than August 31, 2017; and
(2) shall not apply with respect to fees for any fiscal
year before fiscal year 2018.
SEC. 805. COMMISSION RELOCATION FUNDING PROHIBITION.
The Securities and Exchange Commission may not obligate any funds
for the purpose of constructing a new headquarters of the Commission.
SEC. 806. IMPLEMENTATION OF RECOMMENDATIONS.
Section 967 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act is amended by adding at the end the following:
``(d) Implementation of Recommendations.--Not later than 6 months
after the date of enactment of this subsection, the Securities and
Exchange Commission shall complete an implementation of the
recommendations contained in the report of the independent consultant
issued under subsection (b) on March 10, 2011. To the extent that
implementation of certain recommendations requires legislation, the
Commission shall submit a report to Congress containing a request for
legislation granting the Commission such authority it needs to fully
implement such recommendations.''.
SEC. 807. OFFICE OF CREDIT RATINGS TO REPORT TO THE DIVISION OF TRADING
AND MARKETS.
Section 15E(p)(1) of the Securities Exchange Act of 1934 (15 U.S.C.
78o-7(p)(1)) is amended--
(1) in subparagraph (A), by striking ``within the
Commission'' and inserting ``within the Division of Trading and
Markets''; and
(2) in subparagraph (B), by striking ``report to the
Chairman'' and inserting ``report to the head of the Division
of Trading and Markets''.
SEC. 808. OFFICE OF MUNICIPAL SECURITIES TO REPORT TO THE DIVISION OF
TRADING AND MARKETS.
Section 979 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (15 U.S.C. 78o-4a) is amended--
(1) in subsection (a), by inserting ``, within the Division
of Trading and Markets,'' after ``There shall be in the
Commission''; and
(2) in subsection (b), by striking ``report to the
Chairman'' and inserting ``report to the head of the Division
of Trading and Markets''.
SEC. 809. INDEPENDENCE OF COMMISSION OMBUDSMAN.
Section 4(g)(8) of the Securities Exchange Act of 1934 (15 U.S.C.
78d(g)(8)) is amended--
(1) in subparagraph (A), by striking ``the Investor
Advocate shall appoint'' and all that follows through
``Investor Advocate'' and inserting ``the Chairman shall
appoint an Ombudsman, who shall report to the Commission''; and
(2) in subparagraph (D)--
(A) by striking ``report to the Investor Advocate''
and inserting ``report to the Commission''; and
(B) by striking the last sentence.
SEC. 810. INVESTOR ADVISORY COMMITTEE IMPROVEMENTS.
Section 39 of the Securities Exchange Act of 1934 (15 U.S.C. 78pp)
is amended--
(1) in subsection (a)(2)(B), by striking ``submit'' and
inserting, ``in consultation with the Small Business Capital
Formation Advisory Committee established under section 40,
submit'';
(2) in subsection (b)--
(A) in paragraph (1)--
(i) in subparagraph (C), by striking
``and'';
(ii) in subparagraph (D)(iv), by striking
the period at the end and inserting ``; and'';
and
(iii) by adding at the end the following:
``(E) a member of the Small Business Capital
Formation Advisory Committee who shall be a nonvoting
member.'';
(B) by amending paragraph (2) to read as follows:
``(2) Term.--
``(A) Length of term for members of the
committee.--Each member of the Committee appointed
under paragraph (1), other than the Investor Advocate,
shall serve for a term of 4 years.
``(B) Limitation on multiple terms.--A member of
the Committee may not serve for more than one term,
except for the Investor Advocate, a representative of
State securities commissions, and the member of the
Small Business Capital Formation Advisory Committee.'';
and
(C) in paragraph (3), by striking ``paragraph
(1)(B)'' and inserting ``paragraph (1)'';
(3) in subsection (c), by amending paragraph (2) to read as
follows:
``(2) Term.--
``(A) Length of term.--Each member elected under
paragraph (1) shall serve for a term of 3 years in the
capacity for which the member was elected under
paragraph (1).
``(B) Limitation on multiple terms.--A member
elected under paragraph (1) may not serve for more than
one term in the capacity for which the member was
elected under paragraph (1).''; and
(4) by striking subsections (i) and (j).
SEC. 811. DUTIES OF INVESTOR ADVOCATE.
Section 4(g)(4) of the Securities Exchange Act of 1934 (15 U.S.C.
78d(g)(4)) is amended--
(1) in subparagraph (D)(ii), by striking ``and'';
(2) in subparagraph (E), by striking the period at the end
and inserting a semicolon; and
(3) by adding at the end the following:
``(F) not take a position on any legislation
pending before Congress other than a legislative change
proposed by the Investor Advocate pursuant to
subparagraph (E);
``(G) consult with the Advocate for Small Business
Capital Formation on proposed recommendations made
under subparagraph (E); and
``(H) advise the Advocate for Small Business
Capital Formation on issues related to small business
investors.''.
SEC. 812. ELIMINATION OF EXEMPTION OF SMALL BUSINESS CAPITAL FORMATION
ADVISORY COMMITTEE FROM FEDERAL ADVISORY COMMITTEE ACT.
Section 40 of the Securities Exchange Act of 1934 (as added by
Public Law 114-284) is amended by striking subsection (h).
SEC. 813. INTERNAL RISK CONTROLS.
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is
amended--
(1) by inserting after section 4G, as added by this Act,
the following:
``SEC. 4H. INTERNAL RISK CONTROLS.
``(a) In General.--Each of the following entities, in consultation
with the Chief Economist, shall develop comprehensive internal risk
control mechanisms to safeguard and govern the storage of all market
data by such entity, all market data sharing agreements of such entity,
and all academic research performed at such entity using market data:
``(1) The Commission.
``(2) Each national security association required to
register under section 15A.
``(b) Consolidated Audit Trail.--The Commission may not approve a
national market system plan pursuant to part 242.613 of title 17, Code
of Federal Regulations (or any successor regulation), unless the
operator of the consolidated audit trail created by such plan has
developed, in consultation with the Chief Economist, comprehensive
internal risk control mechanisms to safeguard and govern the storage of
all market data by such operator, all market data sharing agreements of
such operator, and all academic research performed at such operator
using market data.'';
(2) in section 3(a), by redesignating the second paragraph
(80) (relating to funding portals) as paragraph (81); and
(3) in section 3(a), by adding at the end the following:
``(82) Chief economist.--The term `Chief Economist' means
the Director of the Division of Economic and Risk Analysis, or
an employee of the Commission with comparable authority, as
determined by the Commission.''.
SEC. 814. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE
ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON BY THE
COMMISSION.
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is
amended by inserting after section 4H, as added by this Act, the
following:
``SEC. 4I. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE
ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON BY THE
COMMISSION.
``The notice and comment requirements of section 553 of title 5,
United States Code, shall also apply with respect to any Commission
statement or guidance, including interpretive rules, general statements
of policy, or rules of Commission organization, procedure, or practice,
that has the effect of implementing, interpreting, or prescribing law
or policy and that is voted on by the Commission.''.
SEC. 815. LIMITATION ON PILOT PROGRAMS.
(a) In General.--Section 4 of the Securities Exchange Act of 1934
(15 U.S.C. 78d), as amended by section 371(e), is further amended by
adding at the end the following:
``(k) Limitation on Pilot Programs.--
``(1) In general.--Any pilot program established by self-
regulatory organizations, either individually or jointly, and
filed with the Commission, including under section 11A or 19,
shall terminate after the end of the 5-year period beginning on
the date that the Commission approved such program, unless the
Commission issues a rule to permanently continue such program
or approves such program on a permanent basis.
``(2) Extension.--With respect to a particular pilot
program described under paragraph (1), the Commission may
extend the 5-year period described under such paragraph for an
additional 3 years if the Commission determines such extension
is necessary or appropriate in the public interest or for the
protection of investors.
``(3) Lack of statutory authority.--If, with respect to a
pilot program described under paragraph (1), the Commission
determines that the pilot program should continue permanently,
but the Commission lacks sufficient statutory authority to
permanently continue the program, the Commission shall, not
later than 1 year before such pilot program is scheduled to
terminate pursuant to paragraph (1), notify the Committee on
Financial Services of the House of Representatives and the
Committee on Banking, Housing, and Urban Affairs of the Senate
that the Commission believes the program should continue
permanently but does not have sufficient statutory authority to
continue the program.''.
(b) Treatment of Existing Pilot Programs.--For purposes of section
4(k) of Securities Exchange Act of 1934, as added by subsection (a),
the date on which the Commission approved a pilot program that was in
existence on the date of the enactment of this Act shall be deemed to
be the date of the enactment of this Act.
SEC. 816. PROCEDURE FOR OBTAINING CERTAIN INTELLECTUAL PROPERTY.
(a) Persons Under Securities Act of 1933.--Section 8 of the
Securities Act of 1933 (15 U.S.C. 77h) is amended by adding at the end
the following:
``(g) Procedure for Obtaining Certain Intellectual Property.--The
Commission is not authorized to compel under this title a person to
produce or furnish source code, including algorithmic trading source
code or similar intellectual property, to the Commission unless the
Commission first issues a subpoena.''.
(b) Persons Under the Securities Exchange Act of 1934.--Section 23
of the Securities Exchange Act of 1934 (15 U.S.C. 78w) is amended by
adding at the end the following:
``(e) Procedure for Obtaining Certain Intellectual Property.--The
Commission is not authorized to compel under this title a person to
produce or furnish source code, including algorithmic trading source
code or similar intellectual property, to the Commission unless the
Commission first issues a subpoena.''.
(c) Investment Companies.--Section 31 of the Investment Company Act
of 1940 (15 U.S.C. 80a-30) is amended by adding at the end the
following:
``(e) Procedure for Obtaining Certain Intellectual Property.--The
Commission is not authorized to compel under this title an investment
company to produce or furnish source code, including algorithmic
trading source code or similar intellectual property, to the Commission
unless the Commission first issues a subpoena.''.
(d) Investment Advisers.--Section 204 of the Investment Advisers
Act of 1940 (15 U.S.C. 80b-4) is amended--
(1) by adding at the end the following:
``(f) Procedure for Obtaining Certain Intellectual Property.--The
Commission is not authorized to compel under this title an investment
adviser to produce or furnish source code, including algorithmic
trading source code or similar intellectual property, to the Commission
unless the Commission first issues a subpoena.''; and
(2) in the second subsection (d), by striking ``(d)'' and
inserting ``(e)''.
SEC. 817. PROCESS FOR CLOSING INVESTIGATIONS.
(a) In General.--Not later than 180 days after the date of the
enactment of this Act, the Securities and Exchange Commission shall
establish a process for closing investigations (including preliminary
or informal investigations) that is designed to ensure that the
Commission, in a timely manner--
(1) makes a determination of whether or not to institute an
administrative or judicial action in a matter or refer the
matter to the Attorney General for potential criminal
prosecution; and
(2) if the Commission determines not to institute such an
action or refer the matter to the Attorney General, informs the
persons who are the subject of the investigation that the
investigation is closed.
(b) Rule of Construction.--Nothing in this section shall be
construed to affect the authority of the Commission to re-open an
investigation if the Commission obtains new evidence after the
investigation is closed, subject to any applicable statute of
limitations.
SEC. 818. ENFORCEMENT OMBUDSMAN.
(a) In General.--Section 4 of the Securities Exchange Act of 1934
(15 U.S.C. 78d), as amended by section 803, is further amended by
adding at the end the following:
``(i) Enforcement Ombudsman.--
``(1) Establishment.--The Commission shall have an
Enforcement Ombudsman, who shall be appointed by and report
directly to the Commission.
``(2) Duties.--The Enforcement Ombudsman shall--
``(A) act as a liaison between the Commission and
any person who is the subject of an investigation
(including a preliminary or informal investigation) by
the Commission or an administrative or judicial action
brought by the Commission in resolving problems that
such persons may have with the Commission or the
conduct of Commission staff; and
``(B) establish safeguards to maintain the
confidentiality of communications between the persons
described in subparagraph (A) and the Enforcement
Ombudsman.
``(3) Limitation.--In carrying out the duties of the
Enforcement Ombudsman under paragraph (2), the Enforcement
Ombudsman shall utilize personnel of the Commission to the
extent practicable. Nothing in this subsection shall be
construed as replacing, altering, or diminishing the activities
of any ombudsman or similar office of any other agency.
``(4) Report.--The Enforcement Ombudsman shall submit to
the Commission and to the Committee on Financial Services of
the House of Representatives and the Committee on Banking,
Housing, and Urban Affairs of the Senate an annual report that
describes the activities and evaluates the effectiveness of the
Enforcement Ombudsman during the preceding year.''.
(b) Deadline for Initial Appointment.--The Securities and Exchange
Commission shall appoint the initial Enforcement Ombudsman under
subsection (i) of section 4 of the Securities Exchange Act of 1934, as
added by subsection (a), not later than 180 days after the date of the
enactment of this Act.
SEC. 819. ADEQUATE NOTICE.
Section 21 of the Securities Exchange Act of 1934 (15 U.S.C. 78u)
is amended by adding at the end the following:
``(k) Adequate Notice Required Before Bringing an Enforcement
Action.--
``(1) In general.--No person shall be subject to an
enforcement action by the Commission for an alleged violation
of the securities laws or the rules and regulations issued
thereunder if such person did not have adequate notice of such
law, rule, or regulation.
``(2) Publishing of interpretation deemed adequate
notice.--With respect to an enforcement action, adequate notice
of a securities law or a rule or regulation issued thereunder
shall be deemed to have been provided to a person if the
Commission approved a statement or guidance, in accordance with
Section 4I, with respect to the conduct that is the subject of
the enforcement action, prior to the time that the person
engaged in the conduct that is the subject of the enforcement
action.''.
SEC. 820. ADVISORY COMMITTEE ON COMMISSION'S ENFORCEMENT POLICIES AND
PRACTICES.
(a) Establishment.--Not later than 6 months after the date of the
enactment of this Act, the Chairman shall establish an advisory
committee on the Commission's enforcement policies and practices (in
this section referred to as the ``Committee'').
(b) Duties.--
(1) Analysis and recommendations.--
(A) In general.--The Committee shall conduct an
analysis of the policies and practices of the
Commission relating to the enforcement of the
securities laws and make recommendations to the
Commission regarding changes to such policies and
practices.
(B) Specific matters included.--In carrying out
subparagraph (A), the Committee shall analyze and make
recommendations to the Commission regarding matters
including the following:
(i) How the Commission's enforcement
objectives and strategies may be more
effective.
(ii) The Commission's enforcement practices
and procedures from the point of view of due
process, the relationship of enforcement action
to notice of legal requirements, the
attribution of responsibility for violations,
and the protection of reputation and rights of
privacy.
(iii) The Commission's enforcement policies
and practices in light of its statutory
responsibility to protect investors, maintain
fair, orderly, and efficient markets, and
facilitate capital formation.
(iv) The appropriate blend of regulation,
publicity, and formal enforcement action and on
methods of furthering voluntary compliance.
(v) Criteria for the selection and
disposition of enforcement actions, the
adequacy of sanctions authorized by law, and
the suitability and effectiveness of sanctions
imposed by the Commission proceedings.
(2) Report.--Not later than 1 year after the establishment
of the Committee under subsection (a), the Committee shall
submit to the Commission and the appropriate congressional
committees a report containing the results of the analysis and
the recommendations required by paragraph (1)(A).
(c) Membership.--
(1) Number and appointment.--The Committee shall be
composed of not less than 3 and not greater than 7 members
appointed by the Chairman.
(2) Chairperson.--The Chairperson of the Committee shall be
designated by the Chairman at the time of appointment of the
members.
(d) Support.--The Commission shall provide the Committee with the
administrative, professional, and technical support required by the
Committee to carry out its responsibilities under this section.
(e) Termination of Committee.--The Committee established by
subsection (a) shall terminate on the date that the report required by
subsection (b)(2) is submitted.
(f) Consideration and Adoption of Recommendations by Commission.--
Not later than 180 days after the Committee submits the report required
by subsection (b)(2), the Commission shall--
(1) consider the analysis and recommendations included in
such report;
(2) adopt such recommendations, with any modifications, as
the Commission considers appropriate; and
(3) submit to the appropriate congressional committees a
report that--
(A) lists each recommendation included in such
report that the Commission does not adopt or adopts
with material modifications; and
(B) for each recommendation listed under
subparagraph (A), explains why the Commission does not
consider it appropriate or does not have sufficient
authority to adopt the recommendation or to adopt the
recommendation without material modification.
(g) Definitions.--In this section:
(1) Appropriate congressional committees.--The term
``appropriate congressional committees'' means the Committee on
Financial Services of the House of Representatives and the
Committee on Banking, Housing, and Urban Affairs of the Senate.
(2) Chairman.--The term ``Chairman'' means the Chairman of
the Commission.
(3) Commission.--The term ``Commission'' means the
Securities and Exchange Commission.
(4) Securities laws.--The term ``securities laws'' has the
meaning given such term in section 3(a) of the Securities
Exchange Act of 1934 (15 U.S.C. 78c(a)).
SEC. 821. PROCESS TO PERMIT RECIPIENT OF WELLS NOTIFICATION TO APPEAR
BEFORE COMMISSION STAFF IN-PERSON.
(a) In General.--Not later than 180 days after the date of the
enactment of this Act, the Securities and Exchange Commission shall
establish a process under which, in any instance in which the
Commission staff provides a written Wells notification to an individual
informing the individual that the Commission staff has made a
preliminary determination to recommend that the Commission bring an
administrative or judicial action against the individual, the
individual shall have the right to make an in-person presentation
before the Commission staff concerning such recommendation and to be
represented by counsel at such presentation, at the individual's own
expense.
(b) Attendance by Commissioners.--Such process shall provide that
each Commissioner of the Commission, or a designee of the Commissioner,
may attend any such presentation.
(c) Report by Commission Staff.--Such process shall provide that,
before any Commission vote on whether to bring the administrative or
judicial action against the individual, the Commission staff shall
provide to each Commissioner a written report on any such presentation,
including any factual or legal arguments made by the individual and any
supporting documents provided by the individual.
SEC. 822. PUBLICATION OF ENFORCEMENT MANUAL.
(a) In General.--Not later than 1 year after the date of the
enactment of this Act, the Securities and Exchange Commission shall
approve, by vote of the Commission, and publish an updated manual that
sets forth the policies and practices that the Commission will follow
in the enforcement of the securities laws (as defined in section 3(a)
of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))). Such manual
shall include policies and practices required by this Act, and by the
amendments made by this Act, and shall be developed so as to ensure
transparency in such enforcement and uniform application of such laws
by the Commission.
(b) Enforcement Plan and Report.--Beginning on the date that is one
year after the date of enactment of this Act, and each year thereafter,
and the Securities and Exchange Commission shall transmit to Congress
and publish on its Internet website an annual enforcement plan and
report that shall--
(1) detail the priorities of the Commission with regard to
enforcement and examination activities for the forthcoming
year;
(2) report on the Commission's enforcement and examination
activities for the previous year, including an assessment of
how such activities comported with the priorities identified
for that year pursuant to paragraph (1);
(3) contain an analysis of litigated decisions found not in
favor of the Commission over the preceding year;
(4) contain a description of any emerging trends the
Commission has focused on as part of its enforcement program,
including whether and how the Commission has alerted or
communicated with those who may be subject to the Commission's
regulation of emerging trends;
(5) contain a description of legal theories or standards
employed by the Commission in enforcement over the preceding
year that had not previously been employed, and a summary
justifying each such theory or standard; and
(6) provide an opportunity and mechanism for public
comment.
SEC. 823. PRIVATE PARTIES AUTHORIZED TO COMPEL THE SECURITIES AND
EXCHANGE COMMISSION TO SEEK SANCTIONS BY FILING CIVIL
ACTIONS.
Title I of the Securities Exchange Act of 1934 (15 U.S.C. 78a et
seq.) is amended by adding at the end the following:
``SEC. 41. PRIVATE PARTIES AUTHORIZED TO COMPEL THE COMMISSION TO SEEK
SANCTIONS BY FILING CIVIL ACTIONS.
``(a) Termination of Administrative Proceeding.--In the case of any
person who is a party to a proceeding brought by the Commission under a
securities law, to which section 554 of title 5, United States Code,
applies, and against whom an order imposing a cease and desist order
and a penalty may be issued at the conclusion of the proceeding, that
person may, not later than 20 days after receiving notice of such
proceeding, and at that person's discretion, require the Commission to
terminate the proceeding.
``(b) Civil Action Authorized.--If a person requires the Commission
to terminate a proceeding pursuant to subsection (a), the Commission
may bring a civil action against that person for the same remedy that
might be imposed.
``(c) Standard of Proof in Administrative Proceeding.--
Notwithstanding any other provision of law, in the case of a proceeding
brought by the Commission under a securities law, to which section 554
of title 5, United States Code, applies, a legal or equitable remedy
may be imposed on the person against whom the proceeding was brought
only on a showing by the Commission of clear and convincing evidence
that the person has violated the relevant provision of law.''.
SEC. 824. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL MONEY PENALTIES
AGAINST ISSUERS.
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is
amended by inserting after section 4E the following:
``SEC. 4F. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL MONEY PENALTIES
AGAINST ISSUERS.
``The Commission may not seek against or impose on an issuer a
civil money penalty for violation of the securities laws unless the
publicly available text of the order approving the seeking or
imposition of such penalty contains findings, supported by an analysis
by the Division of Economic and Risk Analysis and certified by the
Chief Economist, of whether--
``(1) the alleged violation resulted in direct economic
benefit to the issuer; and
``(2) the penalty will harm the shareholders of the
issuer.''.
SEC. 825. REPEAL OF AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS
FROM SERVING AS OFFICERS OR DIRECTORS.
(a) Under Securities Act of 1933.--Subsection (f) of section 8A of
the Securities Act of 1933 (15 U.S.C. 77h-1) is repealed.
(b) Under Securities Exchange Act of 1934.--Subsection (f) of
section 21C of the Securities Exchange Act of 1934 (15 U.S.C. 78u-3) is
repealed.
SEC. 826. SUBPOENA DURATION AND RENEWAL.
Section 21(b) of the Securities Exchange Act of 1934 (15 U.S.C.
78u(b)) is amended--
(1) by inserting ``Subpoena.--'' after the enumerator;
(2) by striking ``For the purpose of'' and inserting the
following:
``(1) In general.--For the purpose of''; and
(3) by adding at the end the following:
``(2) Omnibus orders of investigation.--
``(A) Duration and renewal.--An omnibus order of
investigation shall not be for an indefinite duration
and may be renewed only by Commission action.
``(B) Definition.--In paragraph (A), the term
`omnibus order of investigation' means an order of the
Commission authorizing 1 of more members of the
Commission or its staff to issue subpoenas under
paragraph (1) to multiple persons in relation to a
particular subject matter area.''.
SEC. 827. ELIMINATION OF AUTOMATIC DISQUALIFICATIONS.
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), as
amended by this Act, is further amended by inserting after section 4F
the following:
``SEC. 4G. ELIMINATION OF AUTOMATIC DISQUALIFICATIONS.
``(a) In General.--Notwithstanding any other provision of law, a
non-natural person may not be disqualified or otherwise made ineligible
to use an exemption or registration provision, engage in an activity,
or qualify for any similar treatment under a provision of the
securities laws or the rules issued by the Commission under the
securities laws by reason of having, or a person described in
subsection (b) having, been convicted of any felony or misdemeanor or
made the subject of any judicial or administrative order, judgment, or
decree arising out of a governmental action (including an order,
judgment, or decree agreed to in a settlement), or having, or a person
described in subsection (b) having, been suspended or expelled from
membership in, or suspended or barred from association with a member
of, a registered national securities exchange or a registered national
or affiliated securities association for any act or omission to act
constituting conduct inconsistent with just and equitable principles of
trade, unless the Commission, by order, on the record after notice and
an opportunity for hearing, makes a determination that such non-natural
person should be so disqualified or otherwise made ineligible for
purposes of such provision.
``(b) Person Described.--A person is described in this subsection
if the person is--
``(1) a natural person who is a director, officer,
employee, partner, member, or shareholder of the non-natural
person referred to in subsection (a) or is otherwise associated
or affiliated with such non-natural person in any way; or
``(2) a non-natural person who is associated or affiliated
with the non-natural person referred to in subsection (a) in
any way.
``(c) Rule of Construction.--Nothing in this section shall be
construed to limit any authority of the Commission, by order, on the
record after notice and an opportunity for hearing, to prohibit a
person from using an exemption or registration provision, engaging in
an activity, or qualifying for any similar treatment under a provision
of the securities laws, or the rules issued by the Commission under the
securities laws, by reason of a circumstance referred to in subsection
(a) or any similar circumstance.''.
SEC. 828. DENIAL OF AWARD TO CULPABLE WHISTLEBLOWERS.
Section 21F(c) of the Securities Exchange Act of 1934 (15 U.S.C.
78u-6(c)) is amended--
(1) in paragraph (2)--
(A) in subparagraph (C), by striking ``or'' at the
end;
(B) in subparagraph (D), by striking the period and
inserting ``; or''; and
(C) by adding at the end the following:
``(E) to any whistleblower who is responsible for,
or complicit in, the violation of the securities laws
for which the whistleblower provided information to the
Commission.''; and
(2) by adding at the end the following:
``(3) Definition.--For purposes of paragraph (2)(E), a
person is responsible for, or complicit in, a violation of the
securities laws if, with the intent to promote or assist the
violation, the person--
``(A) procures, induces, or causes another person
to commit the offense;
``(B) aids or abets another person in committing
the offense; or
``(C) having a duty to prevent the violation, fails
to make an effort the person is required to make.''.
SEC. 829. CONFIDENTIALITY OF RECORDS OBTAINED FROM FOREIGN SECURITIES
AND LAW ENFORCEMENT AUTHORITIES.
Section 24(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78x(d)) is amended to read as follows:
``(d) Records Obtained From Foreign Securities and Law Enforcement
Authorities.--Except as provided in subsection (g), the Commission
shall not be compelled to disclose records obtained from a foreign
securities authority, or from a foreign law enforcement authority as
defined in subsection (f)(4), if--
``(1) the foreign securities authority or foreign law
enforcement authority has in good faith determined and
represented to the Commission that the records are confidential
under the laws of the country of such authority; and
``(2) the Commission obtains such records pursuant to--
``(A) such procedure as the Commission may
authorize for use in connection with the administration
or enforcement of the securities laws; or
``(B) a memorandum of understanding.
For purposes of section 552 of title 5, United States Code, this
subsection shall be considered a statute described in subsection
(b)(3)(B) of such section 552.''.
SEC. 830. CLARIFICATION OF AUTHORITY TO IMPOSE SANCTIONS ON PERSONS
ASSOCIATED WITH A BROKER OR DEALER.
Section 15(b)(6)(A)(i) of the Securities Exchange Act of 1934 (15
U.S.C. 78o(b)(6)(A)(i)) is amended by striking ``enumerated'' and all
that follows and inserting ``enumerated in subparagraph (A), (D), (E),
(G), or (H) of paragraph (4) of this subsection;''.
SEC. 831. COMPLAINT AND BURDEN OF PROOF REQUIREMENTS FOR CERTAIN
ACTIONS FOR BREACH OF FIDUCIARY DUTY.
Section 36(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-
35(b)) is amended by adding at the end the following:
``(7) In any such action brought by a security holder of a
registered investment company on behalf of such company--
``(A) the complaint shall state with particularity
all facts establishing a breach of fiduciary duty, and,
if an allegation of any such facts is based on
information and belief, the complaint shall state with
particularity all facts on which that belief is formed;
and
``(B) such security holder shall have the burden of
proving a breach of fiduciary duty by clear and
convincing evidence.''.
SEC. 832. CONGRESSIONAL ACCESS TO INFORMATION HELD BY THE PUBLIC
COMPANY ACCOUNTING OVERSIGHT BOARD.
Section 105(b)(5) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7215(b)(5)) is amended--
(1) in subparagraph (A), by striking ``subparagraphs (B)
and (C)'' and inserting ``subparagraphs (B), (C) and (D)''; and
(2) by adding at the end the following:
``(D) Availability to the congressional
committees.--The Board shall make available to the
Committees specified under section 101(h)--
``(i) such information as the Committees
shall request; and
``(ii) with respect to any confidential or
privileged information provided in response to
a request under clause (i), including any
information subject to section 104(g) and
subparagraph (A), or any confidential or
privileged information provided orally in
response to such a request, such information
shall maintain the protections provided in
subparagraph (A), and shall retain its
confidential and privileged status in the hands
of the Board and the Committees.''.
SEC. 833. ABOLISHING INVESTOR ADVISORY GROUP.
The Public Company Accounting Oversight Board shall abolish the
Investor Advisory Group.
SEC. 834. REPEAL OF REQUIREMENT FOR PUBLIC COMPANY ACCOUNTING OVERSIGHT
BOARD TO USE CERTAIN FUNDS FOR MERIT SCHOLARSHIP PROGRAM.
(a) In General.--Section 109(c) of the Sarbanes-Oxley Act of 2002
(15 U.S.C. 7219(c)) is amended by striking paragraph (2).
(b) Conforming Amendments.--Section 109 of the Sarbanes-Oxley Act
of 2002 (15 U.S.C. 7219) is amended--
(1) in subsection (c), by striking ``Uses of Funds'' and
all that follows through ``The budget'' and inserting ``Uses of
Funds.--The budget''; and
(2) in subsection (f), by striking ``subsection (c)(1)''
and inserting ``subsection (c)''.
SEC. 835. REALLOCATION OF FINES FOR VIOLATIONS OF RULES OF MUNICIPAL
SECURITIES RULEMAKING BOARD.
(a) In General.--Section 15B(c)(9) of the Securities Exchange Act
of 1934 (15 U.S.C. 78o-4(c)(9)) is amended to read as follows:
``(9) Fines collected for violations of the rules of the Board
shall be deposited and credited as general revenue of the Treasury,
except as otherwise provided in section 308 of the Sarbanes-Oxley Act
of 2002 or section 21F of this title.''.
(b) Effective Date.--The amendment made by subsection (a) shall
apply to fines collected after the date of enactment of this Act.
Subtitle B--Eliminating Excessive Government Intrusion in the Capital
Markets
SEC. 841. REPEAL OF DEPARTMENT OF LABOR FIDUCIARY RULE AND REQUIREMENTS
PRIOR TO RULEMAKING RELATING TO STANDARDS OF CONDUCT FOR
BROKERS AND DEALERS.
(a) Repeal of Department of Labor Fiduciary Rule.--The final rule
of the Department of Labor titled ``Definition of the Term `Fiduciary';
Conflict of Interest Rule--Retirement Investment Advice'' and related
prohibited transaction exemptions published April 8, 2016 (81 Fed. Reg.
20946) shall have no force or effect.
(b) Stay on Rules Defining Certain Fiduciaries.--After the date of
enactment of this Act, the Secretary of Labor shall not prescribe any
regulation under the Employee Retirement Income Security Act of 1974
(29 U.S.C. 1001 et seq.) defining the circumstances under which an
individual is considered a fiduciary until the date that is 60 days
after the Securities and Exchange Commission issues a final rule
relating to standards of conduct for brokers and dealers pursuant to
the second subsection (k) of section 15 of the Securities Exchange Act
of 1934 (15 U.S.C. 78o(k)).
(c) Requirement After Stay.--If, after the stay described under
subsection (b), the Secretary of Labor prescribes a regulation
described under such subsection, the Secretary of Labor shall prescribe
a substantially identical definition of what constitutes fiduciary
investment advice and impose substantially identical standards of care
and conditions as the Securities and Exchange Commission has imposed on
brokers, dealers, or investment advisers.
(d) Requirements Prior to Rulemaking Relating to Standards of
Conduct for Brokers and Dealers.--The second subsection (k) of section
15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o(k)), as added
by section 913(g)(1) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (12 U.S.C. 5301 et seq.), is amended by adding at the
end the following:
``(3) Requirements prior to rulemaking.--The Commission
shall not promulgate a rule pursuant to paragraph (1) before
providing a report to the Committee on Financial Services of
the House of Representatives and the Committee on Banking,
Housing, and Urban Affairs of the Senate describing whether--
``(A) retail investors (and such other customers as
the Commission may provide) are being harmed due to
brokers or dealers operating under different standards
of conduct than those that apply to investment advisors
under section 211 of the Investment Advisers Act of
1940 (15 U.S.C. 80b-11);
``(B) alternative remedies will reduce any
confusion or harm to retail investors due to brokers or
dealers operating under different standards of conduct
than those standards that apply to investment advisors
under section 211 of the Investment Advisers Act of
1940 (15 U.S.C. 80b-11), including--
``(i) simplifying the titles used by
brokers, dealers, and investment advisers; and
``(ii) enhancing disclosure surrounding the
different standards of conduct currently
applicable to brokers, dealers, and investment
advisers;
``(C) the adoption of a uniform fiduciary standard
of conduct for brokers, dealers, and investment
advisors would adversely impact the commissions of
brokers and dealers, the availability of proprietary
products offered by brokers and dealers, and the
ability of brokers and dealers to engage in principal
transactions with customers; and
``(D) the adoption of a uniform fiduciary standard
of conduct for brokers or dealers and investment
advisors would adversely impact retail investor access
to personalized and cost-effective investment advice,
recommendations about securities, or the availability
of such advice and recommendations.
``(4) Economic analysis.--The Commission's conclusions
contained in the report described in paragraph (3) shall be
supported by economic analysis.
``(5) Requirements for promulgating a rule.--The Commission
shall publish in the Federal Register alongside the rule
promulgated pursuant to paragraph (1) formal findings that such
rule would reduce confusion or harm to retail customers (and
such other customers as the Commission may by rule provide) due
to different standards of conduct applicable to brokers,
dealers, and investment advisors.
``(6) Requirements under investment advisers act of 1940.--
In proposing rules under paragraph (1) for brokers or dealers,
the Commission shall consider the differences in the
registration, supervision, and examination requirements
applicable to brokers, dealers, and investment advisors.''.
SEC. 842. EXEMPTION FROM RISK RETENTION REQUIREMENTS FOR NONRESIDENTIAL
MORTGAGE.
(a) In General.--Section 15G of the Securities Exchange Act of 1934
(15 U.S.C. 78o-11) is amended--
(1) in subsection (a)--
(A) in paragraph (3)(B), by striking ``and'' at the
end;
(B) in paragraph (4)(B), by striking the period and
inserting ``; and''; and
(C) by adding at the end the following:
``(5) the term `asset-backed security' refers only to an
asset-backed security that is comprised wholly of residential
mortgages.'';
(2) in subsection (b)--
(A) by striking paragraph (1); and
(B) by striking ``(2) Residential mortgages.--'';
(3) by striking subsection (h) and redesignating subsection
(i) as subsection (h); and
(4) in subsection (h) (as so redesignated)--
(A) by striking ``effective--'' and all that
follows through ``(1) with respect to'' and inserting
``effective with respect to'';
(B) in paragraph (1), by striking ``; and'' and
inserting a period; and
(C) by striking paragraph (2).
(b) Conforming Amendment.--Section 941 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act is amended by striking
subsection (c).
SEC. 843. FREQUENCY OF SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION.
Section 14A(a) of the Securities Exchange Act of 1934 (15 U.S.C.
78n-1(a)) is amended--
(1) in paragraph (1), by striking ``Not less frequently
than once every 3 years'' and inserting ``Each year in which
there has been a material change to the compensation of
executives of an issuer from the previous year''; and
(2) by striking paragraph (2) and redesignating paragraph
(3) as paragraph (2).
SEC. 844. SHAREHOLDER PROPOSALS.
(a) Resubmission Thresholds.--The Securities and Exchange
Commission shall revise section 240.14a-8(i)(12) of title 17, Code of
Federal Regulations to--
(1) in paragraph (i), adjust the 3 percent threshold to 6
percent;
(2) in paragraph (ii), adjust the 6 percent threshold to 15
percent; and
(3) in paragraph (iii), adjust the 10 percent threshold to
30 percent.
(b) Holding Requirement.--The Securities and Exchange Commission
shall revise the holding requirement for a shareholder to be eligible
to submit a shareholder proposal to an issuer in section 240.14a-
8(b)(1) of title 17, Code of Federal Regulations, to--
(1) eliminate the option to satisfy the holding requirement
by holding a certain dollar amount;
(2) require the shareholder to hold 1 percent of the
issuer's securities entitled to be voted on the proposal, or
such greater percentage as determined by the Commission; and
(3) adjust the 1 year holding period to 3 years.
(c) Shareholder Proposals Issued by Proxies.--Section 14 of the
Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at
the end the following:
``(j) Shareholder Proposals by Proxies Not Permitted.--An issuer
may not include in its proxy materials a shareholder proposal submitted
by a person in such person's capacity as a proxy, representative,
agent, or person otherwise acting on behalf of a shareholder.''.
SEC. 845. PROHIBITION ON REQUIRING A SINGLE BALLOT.
Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n)
is amended by adding at the end the following:
``(k) Prohibition on Requiring a Single Ballot.--The Commission may
not require that a solicitation of a proxy, consent, or authorization
to vote a security of an issuer in an election of members of the board
of directors of the issuer be made using a single ballot or card that
lists both individuals nominated by (or on behalf of) the issuer and
individuals nominated by (or on behalf of) other proponents and permits
the person granting the proxy, consent, or authorization to select from
among individuals in both groups.''.
SEC. 846. REQUIREMENT FOR MUNICIPAL ADVISOR FOR ISSUERS OF MUNICIPAL
SECURITIES.
Section 15B(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78o-4(d)) is amended by adding at the end the following:
``(3) An issuer of municipal securities shall not be required to
retain a municipal advisor prior to issuing any such securities.''.
SEC. 847. SMALL ISSUER EXEMPTION FROM INTERNAL CONTROL EVALUATION.
Section 404(c) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7262(c)) is amended to read as follows:
``(c) Exemption for Smaller Issuers.--Subsection (b) shall not
apply with respect to any audit report prepared for an issuer that has
total market capitalization of less than $500,000,000, nor to any
issuer that is a depository institution with assets of less than
$1,000,000,000.''.
SEC. 848. STREAMLINING OF APPLICATIONS FOR AN EXEMPTION FROM THE
INVESTMENT COMPANY ACT OF 1940.
Section 6(c) of the Investment Company Act of 1940 (15 U.S.C. 80a-
6(c)) is amended--
(1) by striking ``(c) The Commission'' and inserting the
following:
``(c) General Exemptive Authority.--
``(1) In general.--The Commission''; and
(2) by adding at the end the following:
``(2) Application process.--
``(A) In general.--A person who wishes to receive
an exemption from the Commission pursuant to paragraph
(1) shall file an application with the Commission in
such form and manner and containing such information as
the Commission may require.
``(B) Publication; rejection of invalid
applications.--
``(i) In general.--Not later than the end
of the 5-day period beginning on the date that
the Commission receives an application under
subparagraph (A), the Commission shall either--
``(I) publish the application,
including by publication on the website
of the Commission; or
``(II) if the Commission determines
that the application does not comply
with the proper form, manner, or
information requirements described
under subparagraph (A), reject such
application and notify the applicant of
the specific reasons the application
was rejected.
``(ii) Failure to publish application.--If
the Commission does not reject an application
under clause (i)(II), but fails to publish the
application by the end of the time period
specified under clause (i), such application
shall be deemed to have been published on the
date that is the end of such time period.
``(3) Determination by commission.--
``(A) In general.--Not later than 45 days after the
date that the Commission publishes an application
pursuant to paragraph (2)(B), the Commission shall, by
order--
``(i) approve the application;
``(ii) if the Commission determines that
the application would have been approved had
the applicant provided additional supporting
documentation or made certain amendments to the
application--
``(I) provide the applicant with
the specific additional supporting
documentation or amendments that the
Commission believes are necessary for
the applicant to provide in order for
the application to be approved; and
``(II) request that the applicant
withdraw the application and re-submit
the application with such additional
supporting documentation and
amendments; or
``(iii) deny the application.
``(B) Extension of time period.--The Commission may
extend the time period described under subparagraph (A)
by not more than an additional 45 days, if--
``(i) the Commission determines that a
longer period is appropriate and publishes the
reasons for such determination; or
``(ii) the applicant consents to the longer
period.
``(C) Time period for withdrawal.--If the
Commission makes a request under subparagraph (A)(ii)
for an applicant to withdraw an application, such
application shall be deemed to be denied if the
applicant informs the Commission that the applicant
will not withdraw the application or if the applicant
does not withdraw the application before the end of the
30-day period beginning on the date the Commission
makes such request.
``(4) Proceedings; notice and hearing.--If an application
is denied pursuant to paragraph (3), the Commission shall
provide the applicant with--
``(A) a written explanation for why the application
was not approved; and
``(B) an opportunity for hearing, if requested by
the applicant not later than 20 days after the date of
such denial, with such hearing to be commenced not
later than 30 days after the date of such denial.
``(5) Result of failure to institute or commence
proceedings.--An application shall be deemed to have been
approved by the Commission, if--
``(A) the Commission fails to either approve,
request the withdrawal of, or deny the application, as
required under paragraph (3)(A), within the time period
required under paragraph (3)(A), as such time period
may have been extended pursuant to paragraph (3)(B); or
``(B) the applicant requests an opportunity for
hearing, pursuant to paragraph (4)(B), but the
Commission does not commence such hearing within the
time period required under paragraph (4)(B).
``(6) Rulemaking.--Not later than 180 days after the date
of enactment of this paragraph, the Commission shall issue
rules to carry out this subsection.''.
SEC. 849. RESTRICTION ON RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
Section 10D(b)(2) of the Securities Exchange Act of 1934 (15 U.S.C.
78j-4(b)(2)) is amended by inserting before the period the following:
``, where such executive officer had control or authority over the
financial reporting that resulted in the accounting restatement''.
SEC. 850. EXEMPTIVE AUTHORITY FOR CERTAIN PROVISIONS RELATING TO
REGISTRATION OF NATIONALLY RECOGNIZED STATISTICAL RATING
ORGANIZATIONS.
Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
7) is amended by adding at the end the following:
``(w) Commission Exemptive Authority.--The Commission, by rules and
regulations upon its own motion, or by order upon application, may
conditionally or unconditionally exempt any person from any provision
or provisions of this title or of any rule or regulation thereunder, if
and to the extent it determines that such rule, regulation, or
requirement is creating a barrier to entry into the market for
nationally recognized statistical rating organizations or impeding
competition among such organizations, or that such an exemption is
necessary or appropriate in the public interest and is consistent with
the protection of investors.''.
SEC. 851. RISK-BASED EXAMINATIONS OF NATIONALLY RECOGNIZED STATISTICAL
RATING ORGANIZATIONS.
Section 15E(p)(3) of the Securities Exchange Act of 1934 (15 U.S.C.
78o-7(p)(3)) is amended--
(1) in subparagraph (A)--
(A) in the heading, by striking ``Annual'' and
inserting ``Risk-based'';
(B) by striking ``an examination'' and inserting
``examinations''; and
(C) by striking ``at least annually''; and
(2) in subparagraph (B), in the matter preceding clause
(i), by inserting ``, as appropriate,'' after ``Each
examination under subparagraph (A) shall include''.
SEC. 852. TRANSPARENCY OF CREDIT RATING METHODOLOGIES.
Section 15E(s) of the Securities Exchange Act of 1934 (15 U.S.C.
78o-7(s)) is amended--
(1) in paragraph (2)(B), by inserting before the semicolon
the following: ``rated by the nationally recognized statistical
rating agency''; and
(2) in paragraph (3)--
(A) in subparagraph (A)(ix), by inserting before
the period the following: ``, except that the
Commission may not require the inclusion of references
to statutory or regulatory requirements or statutory
provision headings or enumerators for any specific
disclosure'';
(B) in subparagraph (B)(iv), by inserting before
the period the following: ``, except that the
Commission may not require the inclusion of references
to statutory or regulatory requirements or statutory
provision headings or enumerators for any specific
disclosure''; and
(C) by adding at the end the following:
``(C) No mandate on the organization of
disclosures.--The Commission may not mandate the
specific organization of the disclosures required under
this paragraph.''.
SEC. 853. REPEAL OF CERTAIN ATTESTATION REQUIREMENTS RELATING TO CREDIT
RATINGS.
Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
7) is amended--
(1) in subsection (c)(3)(B)--
(A) in clause (i), by adding ``and'' at the end;
(B) in clause (ii), by striking ``; and'' and
inserting a period; and
(C) by striking clause (iii); and
(2) in subsection (q)(2)--
(A) in subparagraph (D), by adding ``and'' at the
end;
(B) in subparagraph (E), by striking ``; and'' and
inserting a period; and
(C) by striking subparagraph (F).
SEC. 854. LOOK-BACK REVIEW BY NRSRO.
Section 15E(h)(4)(A) of the Securities Exchange Act of 1934 (15
U.S.C. 78o-7(h)(4)(A)) is amended--
(1) by striking ``Each nationally'' and inserting the
following:
``(i) In general.--Each nationally'';
(2) by striking ``underwriter'' and inserting ``lead
underwriter'';
(3) by striking ``in any capacity'';
(4) by striking ``during the 1-year period preceding the
date an action was taken with respect to the credit rating'';
(5) by redesignating clauses (i) and (ii) as subclauses (I)
and (II), respectively, and adjusting the margin of such
subclauses accordingly;
(6) in subclause (I), as so redesignated, by inserting
before the semicolon the following: ``during the 1-year period
preceding the departure of the employee from the nationally
recognized statistical rating organization''; and
(7) by adding at the end the following:
``(ii) Maintenance of ratings actions.--In
the case of maintenance of ratings actions, the
requirement under clause (i) shall only apply
to employees of a person subject to a credit
rating of the nationally recognized statistical
rating organization or an issuer of a security
or money market instrument subject to a credit
rating of the nationally recognized statistical
rating organization.''.
SEC. 855. APPROVAL OF CREDIT RATING PROCEDURES AND METHODOLOGIES.
Section 15E(r)(1)(A) of the Securities Exchange Act of 1934 (15
U.S.C. 78o-7(r)(1)(A)) is amended by inserting ``, or the Chief Credit
Officer'' after ``performing a function similar to that of a board''.
SEC. 856. EXCEPTION FOR PROVIDING CERTAIN MATERIAL INFORMATION RELATING
TO A CREDIT RATING.
Section 15E(h)(3) of the Securities Exchange Act of 1934 (15 U.S.C.
78o-7(h)(3)) is amended by adding at the end the following:
``(C) Exception for providing certain material
information.--Rules issued under this paragraph may not
prohibit a person who participates in sales or
marketing of a product or service of a nationally
recognized statistical rating organization from
providing material information, or information believed
in good faith to be material, to the issuance or
maintenance of a credit rating to a person who
participates in determining or monitoring the credit
rating, or developing or approving procedures or
methodologies used for determining the credit rating,
so long as the information provided is not intended to
influence the determination of a credit rating, or the
procedures or methodologies used to determine credit
ratings.''.
SEC. 857. REPEALS.
(a) Repeals.--The following provisions of title IX of the Dodd-
Frank Wall Street Reform and Consumer Protection Act are repealed, and
the provisions of law amended or repealed by such sections are restored
or revived as if such sections had not been enacted:
(1) Section 912.
(2) Section 914.
(3) Section 917.
(4) Section 918.
(5) Section 919A.
(6) Section 919B.
(7) Section 919C.
(8) Section 921.
(9) Section 929T.
(10) Section 929X.
(11) Section 929Y.
(12) Section 929Z.
(13) Section 931.
(14) Section 933.
(15) Section 937.
(16) Section 939B.
(17) Section 939C.
(18) Section 939D.
(19) Section 939E.
(20) Section 939F.
(21) Section 939G.
(22) Section 939H.
(23) Section 946.
(24) Subsection (b) of section 953.
(25) Section 955.
(26) Section 956.
(27) Section 964.
(28) Section 965.
(29) Section 968.
(30) Section 971.
(31) Section 972.
(32) Section 976.
(33) Section 977.
(34) Section 978.
(35) Section 984.
(36) Section 989.
(37) Section 989A.
(38) Section 989F.
(39) Subsection (b) of section 989G.
(40) Section 989I.
(b) Conforming Amendments.--The Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C. 5301) is amended--
(1) in the table of contents in section 1(b), by striking
the items relating to the sections described under paragraphs
(1) through (23), (25) through (38), and (40) of subsection
(a);
(2) in section 953, by striking ``(a) Disclosure of Pay
Versus Performance.--''; and
(3) in section 989G, by striking ``(a) Exemption.--''.
SEC. 858. EXEMPTION OF AND REPORTING BY PRIVATE EQUITY FUND ADVISERS.
Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
3) is amended by adding at the end the following:
``(o) Exemption of and Reporting by Private Equity Fund Advisers.--
``(1) In general.--Except as provided in this subsection,
no investment adviser shall be subject to the registration or
reporting requirements of this title with respect to the
provision of investment advice relating to a private equity
fund.
``(2) Maintenance of records and access by commission.--Not
later than 6 months after the date of enactment of this
subsection, the Commission shall issue final rules--
``(A) to require investment advisers described in
paragraph (1) to maintain such records and provide to
the Commission such annual or other reports as the
Commission, taking into account fund size, governance,
investment strategy, risk, and other factors,
determines necessary and appropriate in the public
interest and for the protection of investors; and
``(B) to define the term `private equity fund' for
purposes of this subsection.''.
SEC. 859. RECORDS AND REPORTS OF PRIVATE FUNDS.
The Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is
amended--
(1) in section 204(b)--
(A) in paragraph (1)--
(i) in subparagraph (A), by striking
``investors,'' and all that follows and
inserting ``investors.'';
(ii) by striking subparagraph (B); and
(iii) by striking ``this title--'' and all
that follows through ``to maintain'' and
inserting ``this title to maintain'';
(B) in paragraph (3)(H)--
(i) by striking ``, in consultation with
the Council,''; and
(ii) by striking ``or for the assessment of
systemic risk'';
(C) in paragraph (4), by striking ``, or for the
assessment of systemic risk'';
(D) in paragraph (5), by striking ``or for the
assessment of systemic risk'';
(E) in paragraph (6)(A)(ii), by striking ``, or for
the assessment of systemic risk'';
(F) by striking paragraph (7) and redesignating
paragraphs (8) through (11) as paragraphs (7) through
(10), respectively; and
(G) in paragraph (8) (as so redesignated), by
striking ``paragraph (8)'' and inserting ``paragraph
(7)''; and
(2) in section 211(e)--
(A) by striking ``after consultation with the
Council but''; and
(B) by striking ``subsection 204(b)'' and inserting
``section 204(b)''.
SEC. 860. DEFINITION OF ACCREDITED INVESTOR.
(a) In General.--Section 2(a)(15) of the Securities Act of 1933 (15
U.S.C. 77b(a)(15)) is amended--
(1) by redesignating clauses (i) and (ii) as subparagraphs
(A) and (F), respectively; and
(2) in subparagraph (A) (as so redesignated), by striking
``; or'' at the end and inserting a semicolon, and inserting
after such subparagraph the following:
``(B) any natural person whose individual net
worth, or joint net worth with that person's spouse,
exceeds $1,000,000 (which amount, along with the
amounts set forth in subparagraph (C), shall be
adjusted for inflation by the Commission every 5 years
to the nearest $10,000 to reflect the change in the
Consumer Price Index for All Urban Consumers published
by the Bureau of Labor Statistics) where, for purposes
of calculating net worth under this subparagraph--
``(i) the person's primary residence shall
not be included as an asset;
``(ii) indebtedness that is secured by the
person's primary residence, up to the estimated
fair market value of the primary residence at
the time of the sale of securities, shall not
be included as a liability (except that if the
amount of such indebtedness outstanding at the
time of sale of securities exceeds the amount
outstanding 60 days before such time, other
than as a result of the acquisition of the
primary residence, the amount of such excess
shall be included as a liability); and
``(iii) indebtedness that is secured by the
person's primary residence in excess of the
estimated fair market value of the primary
residence at the time of the sale of securities
shall be included as a liability;
``(C) any natural person who had an individual
income in excess of $200,000 in each of the 2 most
recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income
level in the current year;
``(D) any natural person who, by reason of their
net worth or income, is an accredited investor under
section 230.215 of title 17, Code of Federal
Regulations (as in effect on the day before the date of
enactment of this subparagraph);
``(E) any natural person who is currently licensed
or registered as a broker or investment adviser by the
Commission, the Financial Industry Regulatory
Authority, or an equivalent self-regulatory
organization (as defined in section 3(a)(26) of the
Securities Exchange Act of 1934), or the securities
division of a State or the equivalent State division
responsible for licensing or registration of
individuals in connection with securities activities;
``(F) any natural person the Commission determines,
by regulation, to have demonstrable education or job
experience to qualify such person as having
professional knowledge of a subject related to a
particular investment, and whose education or job
experience is verified by the Financial Industry
Regulatory Authority or an equivalent self-regulatory
organization (as defined in section 3(a)(26) of the
Securities Exchange Act of 1934); or''.
(b) Repeal.--
(1) In general.--Section 413 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (Public Law 111-203) is
hereby repealed.
(2) Clerical amendment.--The table of contents in section
1(b) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act is amended by striking the items relating to
section 413.
SEC. 861. REPEAL OF CERTAIN PROVISIONS REQUIRING A STUDY AND REPORT TO
CONGRESS.
(a) Repeal.--The following provisions of the Dodd-Frank Wall Street
Reform and Consumer Protection Act are repealed:
(1) Section 412.
(2) Section 415.
(3) Section 416.
(4) Section 417.
(b) Clerical Amendment.--The table of contents in section 1(b) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the items relating to sections 412, 415, 416, and
417.
SEC. 862. REPEAL.
(a) Repeal.--The following sections of title XV of the Dodd-Frank
Wall Street Reform and Consumer Protection Act are repealed, and the
provisions of law amended or repealed by such sections are restored or
revived as if such sections had not been enacted:
(1) Section 1502.
(2) Section 1503.
(3) Section 1504.
(4) Section 1505.
(5) Section 1506.
(b) Clerical Amendment.--The table of contents in section 1(b) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the items relating to sections 1502, 1503, 1504,
1505, and 1506.
Subtitle C--Harmonization of Derivatives Rules
SEC. 871. COMMISSIONS REVIEW AND HARMONIZATION OF RULES RELATING TO THE
REGULATION OF OVER-THE-COUNTER SWAPS MARKETS.
The Securities and Exchange Commission and the Commodity Futures
Trading Commission shall review each rule, order, and interpretive
guidance issued by either such Commission pursuant to title VII of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (15 U.S.C.
8301 et seq.) and, where the Commissions find inconsistencies in any
such rules, orders, or interpretive guidance, shall jointly issue new
rules, orders, or interpretive guidance to resolve such
inconsistencies.
SEC. 872. TREATMENT OF TRANSACTIONS BETWEEN AFFILIATES.
(a) Commodity Exchange Act.--Section 1a(47) of the Commodity
Exchange Act (7 U.S.C. 1a(47)) is amended by adding at the end the
following:
``(G) Treatment of swap transactions between
affiliates.--
``(i) Exemption from swap rules.--Except as
provided under clause (ii), the Commission may
not regulate a swap under this Act if all of
the following apply to such swap:
``(I) Affiliation.--One
counterparty, directly or indirectly,
holds a majority ownership interest in
the other counterparty, or a third
party, directly or indirectly, holds a
majority ownership interest in both
counterparties.
``(II) Financial statements.--The
affiliated counterparty that holds the
majority interest in the other
counterparty or the third party that,
directly or indirectly, holds the
majority interests in both affiliated
counterparties, reports its financial
statements on a consolidated basis
under generally accepted accounting
principles or International Financial
Reporting Standards, or other similar
standards, and the financial statements
include the financial results of the
majority-owned affiliated counterparty
or counterparties.
``(ii) Requirements for exempted swaps.--
With respect to a swap described under clause
(i):
``(I) Reporting requirement.--If at
least one counterparty is a swap dealer
or major swap participant, that
counterparty shall report the swap
pursuant to section 4r, within such
time period as the Commission may by
rule or regulation prescribe--
``(aa) to a swap data
repository; or
``(bb) if there is no swap
data repository that would
accept the agreement, contract
or transaction, to the
Commission.
``(II) Risk management
requirement.--If at least one
counterparty is a swap dealer or major
swap participant, the swap shall be
subject to a centralized risk
management program pursuant to section
4s(j) that is reasonably designed to
monitor and to manage the risks
associated with the swap.
``(III) Anti-evasion requirement.--
The swap shall not be structured to
evade the Dodd-Frank Wall Street Reform
and Consumer Protection Act in
violation of any rule promulgated by
the Commission pursuant to section
721(c) of such Act.''.
(b) Securities Exchange Act of 1934.--Section 3(a)(68) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(68)) is amended by
inserting before subsection (b) the following:
``(F) Treatment of security-based swap transactions
between affiliates.--
``(i) Exemption from security-based swap
rules.--Except as provided under clause (ii),
the Commission may not regulate a security-
based swap under this Act if all of the
following apply to such security-based swap:
``(I) Affiliation.--One
counterparty, directly or indirectly,
holds a majority ownership interest in
the other counterparty, or a third
party, directly or indirectly, holds a
majority ownership interest in both
counterparties.
``(II) Financial statements.--The
affiliated counterparty that holds the
majority interest in the other
counterparty or the third party that,
directly or indirectly, holds the
majority interests in both affiliated
counterparties, reports its financial
statements on a consolidated basis
under generally accepted accounting
principles or International Financial
Reporting Standards, or other similar
standards, and the financial statements
include the financial results of the
majority-owned affiliated counterparty
or counterparties.
``(ii) Requirements for exempted security-
based swaps.--With respect to a security-based
swap described under clause (i):
``(I) Reporting requirement.--If at
least one counterparty is a security-
based swap dealer or major security-
based swap participant, that
counterparty shall report the security-
based swap pursuant to section 13A,
within such time period as the
Commission may by rule or regulation
prescribe--
``(aa) to a security-based
swap data repository; or
``(bb) if there is no
security-based swap data
repository that would accept
the agreement, contract or
transaction, to the Commission.
``(II) Risk management
requirement.--If at least one
counterparty is a security-based swap
dealer or major security-based swap
participant, the security-based swap
shall be subject to a centralized risk
management program pursuant to section
15F(j) that is reasonably designed to
monitor and to manage the risks
associated with the security-based
swap.
``(III) Anti-evasion requirement.--
The security-based swap shall not be
structured to evade the Dodd-Frank Wall
Street Reform and Consumer Protection
Act in violation of any rule
promulgated by the Commission pursuant
to section 761(b)(3) of such Act.''.
TITLE IX--REPEAL OF THE VOLCKER RULE AND OTHER PROVISIONS
SEC. 901. REPEALS.
(a) In General.--The following sections of title VI of the Dodd-
Frank Wall Street Reform and Consumer Protection Act are repealed, and
the provisions of law amended or repealed by such sections are restored
or revived as if such sections had not been enacted:
(1) Section 603.
(2) Section 618.
(3) Section 619.
(4) Section 620.
(5) Section 621.
(b) Clerical Amendment.--The table of contents under section 1(b)
of the Dodd-Frank Wall Street Reform and Consumer Protection Act is
amended by striking the items relating to sections 603, 618, 619, 620,
and 621.
TITLE X--FED OVERSIGHT REFORM AND MODERNIZATION
SEC. 1001. REQUIREMENTS FOR POLICY RULES OF THE FEDERAL OPEN MARKET
COMMITTEE.
The Federal Reserve Act (12 U.S.C. 221 et seq.) is amended by
inserting after section 2B the following new section:
``SEC. 2C. DIRECTIVE POLICY RULES OF THE FEDERAL OPEN MARKET COMMITTEE.
``(a) Definitions.--In this section the following definitions shall
apply:
``(1) Appropriate congressional committees.--The term
`appropriate congressional committees' means the Committee on
Financial Services of the House of Representatives and the
Committee on Banking, Housing, and Urban Affairs of the Senate.
``(2) Directive policy rule.--The term `Directive Policy
Rule' means a policy rule developed by the Federal Open Market
Committee that meets the requirements of subsection (c) and
that provides the basis for the Open Market Operations
Directive.
``(3) GDP.--The term `GDP' means the gross domestic product
of the United States as computed and published by the
Department of Commerce.
``(4) Intermediate policy input.--The term `Intermediate
Policy Input'--
``(A) may include any variable determined by the
Federal Open Market Committee as a necessary input to
guide open-market operations;
``(B) shall include an estimate of, and the method
of calculation for, the current rate of inflation or
current inflation expectations; and
``(C) shall include, specifying whether the
variable or estimate is historical, current, or a
forecast and the method of calculation, at least one
of--
``(i) an estimate of real GDP, nominal GDP,
or potential GDP;
``(ii) an estimate of the monetary
aggregate compiled by the Board of Governors of
the Federal Reserve System and Federal reserve
banks; or
``(iii) an interactive variable or a net
estimate composed of the estimates described in
clauses (i) and (ii).
``(5) Legislative day.--The term `legislative day' means a
day on which either House of Congress is in session.
``(6) Open market operations directive.--The term `Open
Market Operations Directive' means an order to achieve a
specified Policy Instrument Target provided to the Federal
Reserve Bank of New York by the Federal Open Market Committee
pursuant to powers authorized under section 14 of this Act that
guide open-market operations.
``(7) Policy instrument.--The term `Policy Instrument'
means--
``(A) the nominal Federal funds rate;
``(B) the nominal rate of interest paid on
nonborrowed reserves; or
``(C) the discount window primary credit interest
rate most recently published on the Federal Reserve
Statistical Release on selected interest rates (daily
or weekly), commonly referred to as the H.15 release.
``(8) Policy instrument target.--The term `Policy
Instrument Target' means the target for the Policy Instrument
specified in the Open Market Operations Directive.
``(9) Reference policy rule.--The term `Reference Policy
Rule' means a calculation of the nominal Federal funds rate as
equal to the sum of the following:
``(A) The rate of inflation over the previous four
quarters.
``(B) One-half of the percentage deviation of the
real GDP from an estimate of potential GDP.
``(C) One-half of the difference between the rate
of inflation over the previous four quarters and two
percent.
``(D) Two percent.
``(b) Submitting a Directive Policy Rule.--Not later than 48 hours
after the end of a meeting of the Federal Open Market Committee, the
Chairman of the Federal Open Market Committee shall submit to the
appropriate congressional committees and the Comptroller General of the
United States a Directive Policy Rule and a statement that identifies
the members of the Federal Open Market Committee who voted in favor of
the Directive Policy Rule.
``(c) Requirements for a Directive Policy Rule.--A Directive Policy
Rule shall--
``(1) identify the Policy Instrument the Directive Policy
Rule is designed to target;
``(2) describe the strategy or rule of the Federal Open
Market Committee for the systematic quantitative adjustment of
the Policy Instrument Target to respond to a change in the
Intermediate Policy Inputs;
``(3) include a function that comprehensively models the
interactive relationship between the Intermediate Policy
Inputs;
``(4) include the coefficients of the Directive Policy Rule
that generate the current Policy Instrument Target and a range
of predicted future values for the Policy Instrument Target if
changes occur in any Intermediate Policy Input;
``(5) describe the procedure for adjusting the supply of
bank reserves to achieve the Policy Instrument Target;
``(6) include a statement as to whether the Directive
Policy Rule substantially conforms to the Reference Policy Rule
and, if applicable--
``(A) an explanation of the extent to which it
departs from the Reference Policy Rule;
``(B) a detailed justification for that departure;
and
``(C) a description of the circumstances under
which the Directive Policy Rule may be amended in the
future;
``(7) include a certification that the Directive Policy
Rule is expected to support the economy in achieving stable
prices and maximum natural employment over the long term;
``(8) include a calculation that describes with
mathematical precision the expected annual inflation rate over
a 5-year period; and
``(9) include a plan to use the most accurate data, subject
to all historical revisions, for inputs into the Directive
Policy Rule and the Reference Policy Rule.
``(d) GAO Report.--The Comptroller General of the United States
shall compare the Directive Policy Rule submitted under subsection (b)
with the rule that was most recently submitted to determine whether the
Directive Policy Rule has materially changed. If the Directive Policy
Rule has materially changed, the Comptroller General shall, not later
than 7 days after each meeting of the Federal Open Market Committee,
prepare and submit a compliance report to the appropriate congressional
committees specifying whether the Directive Policy Rule submitted after
that meeting and the Federal Open Market Committee are in compliance
with this section.
``(e) Changing Market Conditions.--
``(1) Rule of construction.--Nothing in this Act shall be
construed to require that the plans with respect to the
systematic quantitative adjustment of the Policy Instrument
Target described under subsection (c)(2) be implemented if the
Federal Open Market Committee determines that such plans cannot
or should not be achieved due to changing market conditions.
``(2) GAO approval of update.--Upon determining that plans
described in paragraph (1) cannot or should not be achieved,
the Federal Open Market Committee shall submit an explanation
for that determination and an updated version of the Directive
Policy Rule to the Comptroller General of the United States and
the appropriate congressional committees not later than 48
hours after making the determination. The Comptroller General
shall, not later than 48 hours after receiving such updated
version, prepare and submit to the appropriate congressional
committees a compliance report determining whether such updated
version and the Federal Open Market Committee are in compliance
with this section.
``(f) Directive Policy Rule and Federal Open Market Committee Not
in Compliance.--
``(1) In general.--If the Comptroller General of the United
States determines that the Directive Policy Rule and the
Federal Open Market Committee are not in compliance with this
section in the report submitted pursuant to subsection (d), or
that the updated version of the Directive Policy Rule and the
Federal Open Market Committee are not in compliance with this
section in the report submitted pursuant to subsection (e)(2),
the Chairman of the Board of Governors of the Federal Reserve
System shall, if requested by the chairman of either of the
appropriate congressional committees, not later than 7
legislative days after such request, testify before such
committee as to why the Directive Policy Rule, the updated
version, or the Federal Open Market Committee is not in
compliance.
``(2) GAO audit.--Notwithstanding subsection (b) of section
714 of title 31, United States Code, upon submitting a report
of noncompliance pursuant to subsection (d) or subsection
(e)(2) and after the period of 7 legislative days described in
paragraph (1), the Comptroller General shall audit the conduct
of monetary policy by the Board of Governors of the Federal
Reserve System and the Federal Open Market Committee upon
request of the appropriate congressional committee. Such
committee may specify the parameters of such audit.
``(g) Congressional Hearings.--The Chairman of the Board of
Governors of the Federal Reserve System shall, if requested by the
chairman of either of the appropriate congressional committees and not
later than 7 legislative days after such request, appear before such
committee to explain any change to the Directive Policy Rule.''.
SEC. 1002. FEDERAL OPEN MARKET COMMITTEE BLACKOUT PERIOD.
Section 12A of the Federal Reserve Act (12 U.S.C. 263) is amended
by adding at the end the following new subsection:
``(d) Blackout Period.--
``(1) In general.--During a blackout period, the only
public communications that may be made by members and staff of
the Committee with respect to macroeconomic or financial
developments or about current or prospective monetary policy
issues are the following:
``(A) The dissemination of published data, surveys,
and reports that have been cleared for publication by
the Board of Governors of the Federal Reserve System.
``(B) Answers to technical questions specific to a
data release.
``(C) Communications with respect to the prudential
or supervisory functions of the Board of Governors.
``(2) Blackout period defined.--For purposes of this
subsection, and with respect to a meeting of the Committee
described under subsection (a), the term `blackout period'
means the time period that--
``(A) begins immediately after midnight on the day
that is one week prior to the date on which such
meeting takes place; and
``(B) ends at midnight on the day after the date on
which such meeting takes place.
``(3) Exemption for chairman of the board of governors.--
Nothing in this section shall prohibit the Chairman of the
Board of Governors of the Federal Reserve System from
participating in or issuing public communications.''.
SEC. 1003. PUBLIC TRANSCRIPTS OF FOMC MEETINGS.
Section 12A of the Federal Reserve Act (12 U.S.C. 263), as amended
by section 1002, is further amended by adding at the end the following:
``(e) Public Transcripts of Meetings.--The Committee shall--
``(1) record all meetings of the Committee; and
``(2) make the full transcript of such meetings available
to the public.''.
SEC. 1004. MEMBERSHIP OF FEDERAL OPEN MARKET COMMITTEE.
Section 12A(a) of the Federal Reserve Act (12 U.S.C. 263(a)) is
amended--
(1) in the first sentence, by striking ``five'' and
inserting ``six'';
(2) in the second sentence, by striking ``One by the board
of directors'' and all that follows through the period at the
end and inserting the following: ``One by the boards of
directors of the Federal Reserve Banks of New York and Boston;
one by the boards of directors of the Federal Reserve Banks of
Philadelphia and Cleveland; one by the boards of directors of
the Federal Reserve Banks of Richmond and Atlanta; one by the
boards of directors of the Federal Reserve Banks of Chicago and
St. Louis; one by the boards of directors of the Federal
Reserve Banks of Minneapolis and Kansas City; and one by the
boards of directors of the Federal Reserve Banks of Dallas and
San Francisco.''; and
(3) by inserting after the second sentence the following:
``In odd numbered calendar years, one representative shall be
elected from each of the Federal Reserve Banks of Boston,
Philadelphia, Richmond, Chicago, Minneapolis, and Dallas. In
even-numbered calendar years, one representative shall be
elected from each of the Federal Reserve Banks of New York,
Cleveland, Atlanta, St. Louis, Kansas City, and San
Francisco.''.
SEC. 1005. FREQUENCY OF TESTIMONY OF THE CHAIRMAN OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM TO CONGRESS.
(a) In General.--Section 2B of the Federal Reserve Act (12 U.S.C.
225b) is amended--
(1) by striking ``semi-annual'' each place it appears and
inserting ``quarterly''; and
(2) in subsection (a)(2)--
(A) by inserting ``and October 20'' after ``July
20'' each place it appears; and
(B) by inserting ``and May 20'' after ``February
20'' each place it appears.
(b) Conforming Amendment.--Paragraph (12) of section 10 of the
Federal Reserve Act (12 U.S.C. 247b(12)) is amended by striking ``semi-
annual'' and inserting ``quarterly''.
SEC. 1006. VICE CHAIRMAN FOR SUPERVISION REPORT REQUIREMENT.
Paragraph (12) of section 10 of the Federal Reserve Act (12 U.S.C.
247(b)) is amended--
(1) by redesignating such paragraph as paragraph (11); and
(2) in such paragraph, by adding at the end the following:
``In each such appearance, the Vice Chairman for Supervision
shall provide written testimony that includes the status of all
pending and anticipated rulemakings that are being made by the
Board of Governors of the Federal Reserve System. If, at the
time of any appearance described in this paragraph, the
position of Vice Chairman for Supervision is vacant, the Vice
Chairman for the Board of Governors of the Federal Reserve
System (who has the responsibility to serve in the absence of
the Chairman) shall appear instead and provide the required
written testimony. If, at the time of any appearance described
in this paragraph, both Vice Chairman positions are vacant, the
Chairman of the Board of Governors of the Federal Reserve
System shall appear instead and provide the required written
testimony.''.
SEC. 1007. SALARIES, FINANCIAL DISCLOSURES, AND OFFICE STAFF OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
(a) In General.--Section 11 of the Federal Reserve Act (12 U.S.C.
248) is amended--
(1) by redesignating the second subsection (s) (relating to
``Assessments, Fees, and Other Charges for Certain Companies'')
as subsection (t); and
(2) by inserting before subsection (w), as added by section
371(a), the following new subsections:
``(u) Ethics Standards for Members and Employees.--
``(1) Prohibited and restricted financial interests and
transactions.--The members and employees of the Board of
Governors of the Federal Reserve System shall be subject to the
provisions under section 4401.102 of title 5, Code of Federal
Regulations, to the same extent as such provisions apply to an
employee of the Securities and Exchange Commission.
``(2) Treatment of brokerage accounts and availability of
account statements.--The members and employees of the Board of
Governors of the Federal Reserve System shall--
``(A) disclose all brokerage accounts that the
member or employee maintains, as well as any accounts
in which the member or employee controls trading or has
a financial interest (including managed accounts, trust
accounts, investment club accounts, and accounts of
spouses or minor children who live with the member or
employee); and
``(B) with respect to any securities account that
the member or employee is required to disclose to the
Board of Governors, authorize the brokers and dealers
of such account to send duplicate account statements
directly to Board of Governors.
``(3) Prohibitions related to outside employment and
activities.--The members and employees of the Board of
Governors of the Federal Reserve System shall be subject to the
prohibitions related to outside employment and activities
described under section 4401.103(c) of title 5, Code of Federal
Regulations, to the same extent as such prohibitions apply to
an employee of the Securities and Exchange Commission.
``(4) Additional ethics standards.--The members and
employees of the Board of Governors of the Federal Reserve
System shall be subject to--
``(A) the employee responsibilities and conduct
regulations of the Office of Personnel Management under
part 735 of title 5, Code of Federal Regulations;
``(B) the canons of ethics contained in subpart C
of part 200 of title 17, Code of Federal Regulations,
to the same extent as such subpart applies to the
employees of the Securities and Exchange Commission;
and
``(C) the regulations concerning the conduct of
members and employees and former members and employees
contained in subpart M of part 200 of title 17, Code of
Federal Regulations, to the same extent as such subpart
applies to the employees of the Securities and Exchange
Commission.
``(v) Disclosure of Staff Salaries and Financial Information.--The
Board of Governors of the Federal Reserve System shall make publicly
available, on the website of the Board of Governors, a searchable
database that contains the names of all members, officers, and
employees of the Board of Governors who receive an annual salary in
excess of the annual rate of basic pay for GS-15 of the General
Schedule, and--
``(1) the yearly salary information for such individuals,
along with any nonsalary compensation received by such
individuals; and
``(2) any financial disclosures required to be made by such
individuals.''.
(b) Office Staff for Each Member of the Board of Governors.--
Subsection (l) of section 11 of the Federal Reserve Act (12 U.S.C. 248)
is amended by adding at the end the following: ``Each member of the
Board of Governors of the Federal Reserve System may employ, at a
minimum, 2 individuals, with such individuals selected by such member
and the salaries of such individuals set by such member. A member may
employ additional individuals as determined necessary by the Board of
Governors.''.
SEC. 1008. AMENDMENTS TO POWERS OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM.
(a) In General.--Section 13(3) of the Federal Reserve Act (12
U.S.C. 343(3)), as amended by section 111(b)(3), is further amended--
(1) in subparagraph (A)--
(A) by inserting ``that pose a threat to the
financial stability of the United States'' after
``unusual and exigent circumstances''; and
(B) by inserting ``and by the affirmative vote of
not less than nine presidents of the Federal reserve
banks'' after ``five members'';
(2) in subparagraph (B)--
(A) in clause (i), by inserting at the end the
following: ``Federal reserve banks may not accept
equity securities issued by the recipient of any loan
or other financial assistance under this paragraph as
collateral. Not later than 6 months after the date of
enactment of this sentence, the Board shall, by rule,
establish--
``(I) a method for determining the
sufficiency of the collateral required
under this paragraph;
``(II) acceptable classes of
collateral;
``(III) the amount of any discount
on the value of the collateral that the
Federal reserve banks will apply for
purposes of calculating the sufficiency
of collateral under this paragraph; and
``(IV) a method for obtaining
independent appraisals of the value of
collateral the Federal reserve banks
receive.''; and
(B) in clause (ii)--
(i) by striking the second sentence; and
(ii) by inserting after the first sentence
the following: ``A borrower shall not be
eligible to borrow from any emergency lending
program or facility unless the Board and all
Federal banking regulators with jurisdiction
over the borrower certify that, at the time the
borrower initially borrows under the program or
facility, the borrower is not insolvent.'';
(3) by inserting ``financial institution'' before
``participant'' each place such term appears;
(4) in subparagraph (D)(i), by inserting ``financial
institution'' before ``participants''; and
(5) by adding at the end the following new subparagraphs:
``(E) Penalty rate.--
``(i) In general.--Not later than 6 months
after the date of enactment of this
subparagraph, the Board shall, with respect to
a recipient of any loan or other financial
assistance under this paragraph, establish by
rule a minimum interest rate on the principal
amount of any loan or other financial
assistance.
``(ii) Minimum interest rate defined.--In
this subparagraph, the term `minimum interest
rate' shall mean the sum of--
``(I) the average of the secondary
discount rate of all Federal Reserve
banks over the most recent 90-day
period; and
``(II) the average of the
difference between a distressed
corporate bond yield index (as defined
by rule of the Board) and a bond yield
index of debt issued by the United
States (as defined by rule of the
Board) over the most recent 90-day
period.
``(F) Financial institution participant defined.--
For purposes of this paragraph, the term `financial
institution participant'--
``(i) means a company that is predominantly
engaged in financial activities (as defined in
section 102(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (12 U.S.C.
5311(a))); and
``(ii) does not include an agency described
in subparagraph (W) of section 5312(a)(2) of
title 31, United States Code, or an entity
controlled or sponsored by such an agency.''.
(b) Conforming Amendment.--Section 11(r)(2)(A) of the Federal
Reserve Act (12 U.S.C. 248(r)(2)(A)) is amended--
(1) in clause (ii)(IV), by striking ``; and'' and inserting
a semicolon;
(2) in clause (iii), by striking the period at the end and
inserting ``; and''; and
(3) by adding at the end the following new clause:
``(iv) the available members secure the affirmative vote of
not less than nine presidents of the Federal reserve banks.''.
SEC. 1009. INTEREST RATES ON BALANCES MAINTAINED AT A FEDERAL RESERVE
BANK BY DEPOSITORY INSTITUTIONS ESTABLISHED BY FEDERAL
OPEN MARKET COMMITTEE.
Subparagraph (A) of section 19(b)(12) of the Federal Reserve Act
(12 U.S.C. 461(b)(12)(A)) is amended by inserting ``established by the
Federal Open Market Committee'' after ``rate or rates''.
SEC. 1010. AUDIT REFORM AND TRANSPARENCY FOR THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM.
(a) In General.--Notwithstanding section 714 of title 31, United
States Code, or any other provision of law, the Comptroller General of
the United States shall annually complete an audit of the Board of
Governors of the Federal Reserve System and the Federal reserve banks
under subsection (b) of such section 714 within 12 months after the
date of the enactment of this Act.
(b) Report.--
(1) In general.--Not later than 90 days after each audit
required pursuant to subsection (a) is completed, the
Comptroller General--
(A) shall submit to Congress a report on such
audit; and
(B) shall make such report available to the Speaker
of the House, the majority and minority leaders of the
House of Representatives, the majority and minority
leaders of the Senate, the Chairman and Ranking Member
of the committee and each subcommittee of jurisdiction
in the House of Representatives and the Senate, and any
other Member of Congress who requests the report.
(2) Contents.--The report under paragraph (1) shall include
a detailed description of the findings and conclusion of the
Comptroller General with respect to the audit that is the
subject of the report, together with such recommendations for
legislative or administrative action as the Comptroller General
may determine to be appropriate.
(c) Repeal of Certain Limitations.--Subsection (b) of section 714
of title 31, United States Code, is amended by striking the second
sentence.
(d) Technical and Conforming Amendments.--
(1) In general.--Section 714 of title 31, United States
Code, is amended--
(A) in subsection (d)(3), by striking ``or (f)''
each place such term appears;
(B) in subsection (e), by striking ``the third
undesignated paragraph of section 13'' and inserting
``section 13(3)''; and
(C) by striking subsection (f).
(2) Federal reserve act.--Subsection (s) (relating to
``Federal Reserve Transparency and Release of Information'') of
section 11 of the Federal Reserve Act (12 U.S.C. 248) is
amended--
(A) in paragraph (4)(A), by striking ``has the same
meaning as in section 714(f)(1)(A) of title 31, United
States Code'' and inserting ``means a program or
facility, including any special purpose vehicle or
other entity established by or on behalf of the Board
of Governors of the Federal Reserve System or a Federal
reserve bank, authorized by the Board of Governors
under section 13(3), that is not subject to audit under
section 714(e) of title 31, United States Code'';
(B) in paragraph (6), by striking ``or in section
714(f)(3)(C) of title 31, United States Code, the
information described in paragraph (1) and information
concerning the transactions described in section 714(f)
of such title,'' and inserting ``the information
described in paragraph (1)''; and
(C) in paragraph (7), by striking ``and section
13(3)(C), section 714(f)(3)(C) of title 31, United
States Code, and'' and inserting ``, section 13(3)(C),
and''.
SEC. 1011. ESTABLISHMENT OF A CENTENNIAL MONETARY COMMISSION.
(a) Findings.--Congress finds the following:
(1) The Constitution endows Congress with the power ``to
coin money, regulate the value thereof''.
(2) Following the financial crisis known as the Panic of
1907, Congress established the National Monetary Commission to
provide recommendations for the reform of the financial and
monetary systems of the United States.
(3) Incorporating several of the recommendations of the
National Monetary Commission, Congress created the Federal
Reserve System in 1913. As currently organized, the Federal
Reserve System consists of the Board of Governors in
Washington, District of Columbia, and the Federal reserve banks
organized into 12 districts around the United States. The
stockholders of the 12 Federal reserve banks include national
and certain State-chartered commercial banks, which operate on
a fractional reserve basis.
(4) Originally, Congress gave the Federal Reserve System a
monetary mandate to provide an elastic currency, within the
context of a gold standard, in response to seasonal
fluctuations in the demand for currency.
(5) Congress also gave the Federal Reserve System a
financial stability mandate to serve as the lender of last
resort to solvent but illiquid banks during a financial crisis.
(6) In 1977, Congress changed the monetary mandate of the
Federal Reserve System to a dual mandate for maximum employment
and stable prices.
(7) Empirical studies and historical evidence, both within
the United States and in other countries, demonstrate that
price stability is desirable because both inflation and
deflation damage the economy.
(8) The economic challenge of recent years--most notably
the bursting of the housing bubble, the financial crisis of
2008, and the ensuing anemic recovery--have occurred at great
cost in terms of lost jobs and output.
(9) Policymakers are reexamining the structure and
functioning of financial institutions and markets to determine
what, if any, changes need to be made to place the financial
system on a stronger, more sustainable path going forward.
(10) The Federal Reserve System has taken extraordinary
actions in response to the recent economic challenges.
(11) The Federal Open Market Committee has engaged in
multiple rounds of quantitative easing, providing unprecedented
liquidity to financial markets, while committing to holding
short-term interest rates low for a seemingly indefinite
period, and pursuing a policy of credit allocation by
purchasing Federal agency debt and mortgage-backed securities.
(12) In the wake of the recent extraordinary actions of the
Federal Reserve System, Congress--consistent with its
constitutional responsibilities and as it has done periodically
throughout the history of the United States--has once again
renewed its examination of monetary policy.
(13) Central in such examination has been a renewed look at
what is the most proper mandate for the Federal Reserve System
to conduct monetary policy in the 21st century.
(b) Establishment of a Centennial Monetary Commission.--There is
established a commission to be known as the ``Centennial Monetary
Commission'' (in this section referred to as the ``Commission'').
(c) Study and Report on Monetary Policy.--
(1) Study.--The Commission shall--
(A) examine how United States monetary policy since
the creation of the Board of Governors of the Federal
Reserve System in 1913 has affected the performance of
the United States economy in terms of output,
employment, prices, and financial stability over time;
(B) evaluate various operational regimes under
which the Board of Governors of the Federal Reserve
System and the Federal Open Market Committee may
conduct monetary policy in terms achieving the maximum
sustainable level of output and employment and price
stability over the long term, including--
(i) discretion in determining monetary
policy without an operational regime;
(ii) price level targeting;
(iii) inflation rate targeting;
(iv) nominal gross domestic product
targeting (both level and growth rate);
(v) the use of monetary policy rules; and
(vi) the gold standard;
(C) evaluate the use of macro-prudential
supervision and regulation as a tool of monetary policy
in terms of achieving the maximum sustainable level of
output and employment and price stability over the long
term;
(D) evaluate the use of the lender-of-last-resort
function of the Board of Governors of the Federal
Reserve System as a tool of monetary policy in terms of
achieving the maximum sustainable level of output and
employment and price stability over the long term;
(E) recommend a course for United States monetary
policy going forward, including--
(i) the legislative mandate;
(ii) the operational regime;
(iii) the securities used in open-market
operations; and
(iv) transparency issues; and
(F) consider the effects of the GDP output and
employment targets of the ``dual mandate'' (both from
the creation of the dual mandate in 1977 until the
present time and estimates of the future effect of the
dual mandate ) on--
(i) United States economic activity;
(ii) actions of the Board of Governors of
the Federal Reserve System; and
(iii) Federal debt.
(2) Report.--Not later than 1 year after the date of the
enactment of this section, the Commission shall submit to
Congress and make publicly available a report containing a
statement of the findings and conclusions of the Commission in
carrying out the study under paragraph (1), together with the
recommendations the Commission considers appropriate. In making
such report, the Commission shall specifically report on the
considerations required under paragraph (1)(F).
(d) Membership.--
(1) Number and appointment.--
(A) Appointed voting members.--The Commission shall
contain 12 voting members as follows:
(i) Six members appointed by the Speaker of
the House of Representatives, with four members
from the majority party and two members from
the minority party.
(ii) Six members appointed by the President
Pro Tempore of the Senate, with four members
from the majority party and two members from
the minority party.
(B) Chairman.--The Speaker of the House of
Representatives and the majority leader of the Senate
shall jointly designate one of the members of the
Commission as Chairman.
(C) Non-voting members.--The Commission shall
contain 2 non-voting members as follows:
(i) One member appointed by the Secretary
of the Treasury.
(ii) One member who is the president of a
district Federal reserve bank appointed by the
Chair of the Board of Governors of the Federal
Reserve System.
(2) Period of appointment.--Each member shall be appointed
for the life of the Commission.
(3) Timing of appointment.--All members of the Commission
shall be appointed not later than 30 days after the date of the
enactment of this section.
(4) Vacancies.--A vacancy in the Commission shall not
affect its powers, and shall be filled in the manner in which
the original appointment was made.
(5) Meetings.--
(A) Initial meeting.--The Commission shall hold its
initial meeting and begin the operations of the
Commission as soon as is practicable.
(B) Further meetings.--The Commission shall meet
upon the call of the Chair or a majority of its
members.
(6) Quorum.--Seven voting members of the Commission shall
constitute a quorum but a lesser number may hold hearings.
(7) Member of congress defined.--In this subsection, the
term ``Member of Congress'' means a Senator or a Representative
in, or Delegate or Resident Commissioner to, the Congress.
(e) Powers.--
(1) Hearings and sessions.--The Commission or, on the
authority of the Commission, any subcommittee or member
thereof, may, for the purpose of carrying out this section,
hold hearings, sit and act at times and places, take testimony,
receive evidence, or administer oaths as the Commission or such
subcommittee or member thereof considers appropriate.
(2) Contract authority.--To the extent or in the amounts
provided in advance in appropriation Acts, the Commission may
contract with and compensate government and private agencies or
persons to enable the Commission to discharge its duties under
this section, without regard to section 3709 of the Revised
Statutes (41 U.S.C. 5).
(3) Obtaining official data.--
(A) In general.--The Commission is authorized to
secure directly from any executive department, bureau,
agency, board, commission, office, independent
establishment, or instrumentality of the Government,
any information, including suggestions, estimates, or
statistics, for the purposes of this section.
(B) Requesting official data.--The head of such
department, bureau, agency, board, commission, office,
independent establishment, or instrumentality of the
government shall, to the extent authorized by law,
furnish such information upon request made by--
(i) the Chair;
(ii) the Chair of any subcommittee created
by a majority of the Commission; or
(iii) any member of the Commission
designated by a majority of the commission to
request such information.
(4) Assistance from federal agencies.--
(A) General services administration.--The
Administrator of General Services shall provide to the
Commission on a reimbursable basis administrative
support and other services for the performance of the
functions of the Commission.
(B) Other departments and agencies.--In addition to
the assistance prescribed in subparagraph (A), at the
request of the Commission, departments and agencies of
the United States shall provide such services, funds,
facilities, staff, and other support services as may be
authorized by law.
(5) Postal service.--The Commission may use the United
States mails in the same manner and under the same conditions
as other departments and agencies of the United States.
(f) Commission Personnel.--
(1) Appointment and compensation of staff.--
(A) In general.--Subject to rules prescribed by the
Commission, the Chair may appoint and fix the pay of
the executive director and other personnel as the Chair
considers appropriate.
(B) Applicability of civil service laws.--The staff
of the Commission may be appointed without regard to
the provisions of title 5, United States Code,
governing appointments in the competitive service, and
may be paid without regard to the provisions of chapter
51 and subchapter III of chapter 53 of that title
relating to classification and General Schedule pay
rates, except that an individual so appointed may not
receive pay in excess of level V of the Executive
Schedule.
(2) Consultants.--The Commission may procure temporary and
intermittent services under section 3109(b) of title 5, United
States Code, but at rates for individuals not to exceed the
daily equivalent of the rate of pay for a person occupying a
position at level IV of the Executive Schedule.
(3) Staff of federal agencies.--Upon request of the
Commission, the head of any Federal department or agency may
detail, on a reimbursable basis, any of the personnel of such
department or agency to the Commission to assist it in carrying
out its duties under this section.
(g) Termination of Commission.--
(1) In general.--The Commission shall terminate 6 months
after the date on which the report is submitted under
subsection (c)(2).
(2) Administrative activities before termination.--The
Commission may use the period between the submission of its
report and its termination for the purpose of concluding its
activities, including providing testimony to the committee of
Congress concerning its report.
(h) Authorization of Appropriations.--There is authorized to be
appropriated to carry out this section $1,000,000, which shall remain
available until the date on which the Commission terminates.
TITLE XI--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT
ADVOCATE
SEC. 1101. REPEAL OF THE FEDERAL INSURANCE OFFICE; CREATION OF THE
OFFICE OF THE INDEPENDENT INSURANCE ADVOCATE.
(a) Establishment.--Section 313 of title 31, United States Code, is
amended to read as follows (and conforming the table of contents for
chapter 3 of such title accordingly):
``Sec. 313. Office of the Independent Insurance Advocate
``(a) Establishment.--There is established in the Department of the
Treasury a bureau to be known as the Office of the Independent
Insurance Advocate (in this section referred to as the `Office').
``(b) Independent Insurance Advocate.--
``(1) Establishment of position.--The chief officer of the
Office of the Independent Insurance Advocate shall be known as
the Independent Insurance Advocate. The Independent Insurance
Advocate shall perform the duties of such office under the
general direction of the Secretary of the Treasury.
``(2) Appointment.--The Independent Insurance Advocate
shall be appointed by the President, by and with the advice and
consent of the Senate, from among persons having insurance
expertise.
``(3) Term.--
``(A) In general.--The Independent Insurance
Advocate shall serve a term of 6 years, unless sooner
removed by the President upon reasons which shall be
communicated to the Senate.
``(B) Service after expiration.--If a successor is
not nominated and confirmed by the end of the term of
service of the Independent Insurance Advocate, the
person serving as Independent Insurance Advocate shall
continue to serve until such time a successor is
appointed and confirmed.
``(C) Vacancy.--An Independent Insurance Advocate
who is appointed to serve the remainder of a
predecessor's uncompleted term shall be eligible
thereafter to be appointed to a full 6 year term.
``(D) Acting official on financial stability
oversight council.--In the event of a vacancy in the
office of the Independent Insurance Advocate, and
pending the appointment and confirmation of a
successor, or during the absence or disability of the
Independent Insurance Advocate, the Independent Member
shall appoint a federal official appointed by the
President and confirmed by the Senate from a member
agency of the Financial Stability Oversight Council,
not otherwise serving on the Council, who shall serve
as a member of the Council and act in the place of the
Independent Insurance Advocate until such vacancy,
absence, or disability concludes.
``(4) Employment.--The Independent Insurance Advocate shall
be an employee of the Federal Government within the definition
of employee under section 2105 of title 5, United States Code.
``(c) Independence; Oversight.--
``(1) Independence.--The Secretary of the Treasury may not
delay or prevent the issuance of any rule or the promulgation
of any regulation by the Independent Insurance Advocate, and
may not intervene in any matter or proceeding before the
Independent Insurance Advocate, unless otherwise specifically
provided by law.
``(2) Oversight by inspector general.--The Office of the
Independent Insurance Advocate shall be an office in the
establishment of the Department of the Treasury for purposes of
the Inspector General Act of 1978 (5 U.S.C. App.).
``(d) Retention of Existing State Regulatory Authority.--Nothing in
this section or section 314 shall be construed to establish or provide
the Office or the Department of the Treasury with general supervisory
or regulatory authority over the business of insurance.
``(e) Budget.--
``(1) Annual transmittal.--For each fiscal year, the
Independent Insurance Advocate shall transmit a budget estimate
and request to the Secretary of the Treasury, which shall
specify the aggregate amount of funds requested for such fiscal
year for the operations of the Office of the Independent
Insurance Advocate.
``(2) Inclusions.--In transmitting the proposed budget to
the President for approval, the Secretary of the Treasury shall
include--
``(A) an aggregate request for the Independent
Insurance Advocate; and
``(B) any comments of the Independent Insurance
Advocate with respect to the proposal.
``(3) President's budget.--The President shall include in
each budget of the United States Government submitted to the
Congress--
``(A) a separate statement of the budget estimate
prepared in accordance with paragraph (1);
``(B) the amount requested by the President for the
Independent Insurance Advocate; and
``(C) any comments of the Independent Insurance
Advocate with respect to the proposal if the
Independent Insurance Advocate concludes that the
budget submitted by the President would substantially
inhibit the Independent Insurance Advocate from
performing the duties of the office.
``(f) Assistance.--The Secretary of the Treasury shall provide the
Independent Insurance Advocate such services, funds, facilities and
other support services as the Independent Insurance Advocate may
request and as the Secretary may approve.
``(g) Personnel.--
``(1) Employees.--The Independent Insurance Advocate may
fix the number of, and appoint and direct, the employees of the
Office, in accordance with the applicable provisions of title
5, United States Code. The Independent Insurance Advocate is
authorized to employ attorneys, analysts, economists, and other
employees as may be deemed necessary to assist the Independent
Insurance Advocate to carry out the duties and functions of the
Office. Unless otherwise provided expressly by law, any
individual appointed under this paragraph shall be an employee
as defined in section 2105 of title 5, United States Code, and
subject to the provisions of such title and other laws
generally applicable to the employees of the Executive Branch.
``(2) Compensation.--Employees of the Office shall be paid
in accordance with the provisions of chapter 51 and subchapter
III of chapter 53 of title 5, United States Code, relating to
classification and General Schedule pay rates.
``(3) Procurement of temporary and intermittent services.--
The Independent Insurance Advocate may procure temporary and
intermittent services under section 3109(b) of title 5, United
States Code, at rates for individuals which do not exceed the
daily equivalent of the annual rate of basic pay prescribed for
Level V of the Executive Schedule under section 5316 of such
title.
``(4) Details.--Any employee of the Federal Government may
be detailed to the Office with or without reimbursement, and
such detail shall be without interruption or loss of civil
service status or privilege. An employee of the Federal
Government detailed to the Office shall report to and be
subject to oversight by the Independent Insurance Advocate
during the assignment to the office, and may be compensated by
the branch, department, or agency from which the employee was
detailed.
``(5) Intergovernmental personnel.--The Independent
Insurance Advocate may enter into agreements under subchapter
VI of chapter 33 of title 5, United States Code, with State and
local governments, institutions of higher education, Indian
tribal governments, and other eligible organizations for the
assignment of intermittent, part-time, and full-time personnel,
on a reimbursable or non-reimbursable basis.
``(h) Ethics.--
``(1) Designated ethics official.--The Legal Counsel of the
Financial Stability Oversight Council, or in the absence of a
Legal Counsel of the Council, the designated ethics official of
any Council member agency, as chosen by the Independent
Insurance Advocate, shall be the ethics official for the
Independent Insurance Advocate.
``(2) Restriction on representation.--In addition to any
restriction under section 205(c) of title18, United States
Code, except as provided in subsections (d) through (i) of
section 205 of such title, the Independent Insurance Advocate
(except in the proper discharge of official duties) shall not,
with or without compensation, represent anyone to or before any
officer or employee of--
``(A) the Financial Stability Oversight Council on
any matter; or
``(B) the Department of Justice with respect to
litigation involving a matter described in subparagraph
(A).
``(3) Compensation for services provided by another.--For
purposes of section 203 of title 18, United States Code, and if
a special government employee--
``(A) the Independent Insurance Advocate shall not
be subject to the restrictions of subsection (a)(1) of
section 203,of title 18, United States Code, for
sharing in compensation earned by another for
representations on matters covered by such section; and
``(B) a person shall not be subject to the
restrictions of subsection (a)(2) of such section for
sharing such compensation with the Independent
Insurance Advocate.
``(i) Advisory, Technical, and Professional Committees.--The
Independent Insurance Advocate may appoint such special advisory,
technical, or professional committees as may be useful in carrying out
the functions of the Office and the members of such committees may be
staff of the Office, or other persons, or both.
``(j) Mission and Functions.--
``(1) Mission.--In carrying out the functions under this
subsection, the mission of the Office shall be to act as an
independent advocate on behalf of the interests of United
States policyholders on prudential aspects of insurance matters
of importance, and to provide perspective on protecting their
interests, separate and apart from any other Federal agency or
State insurance regulator.
``(2) Office.--The Office shall have the authority--
``(A) to coordinate Federal efforts on prudential
aspects of international insurance matters, including
representing the United States, as appropriate, in the
International Association of Insurance Supervisors (or
a successor entity) and assisting the Secretary in
negotiating covered agreements (as such term is defined
in subsection (q)) in coordination with States
(including State insurance commissioners) and the
United States Trade Representative;
``(B) to consult with the States (including State
insurance regulators) regarding insurance matters of
national importance and prudential insurance matters of
international importance;
``(C) to assist the Secretary in administering the
Terrorism Insurance Program established in the
Department of the Treasury under the Terrorism Risk
Insurance Act of 2002 (15 U.S.C. 6701 note);
``(D) to observe all aspects of the insurance
industry, including identifying issues or gaps in the
regulation of insurers that could contribute to a
systemic crisis in the insurance industry or the United
States financial system; and
``(E) to make determinations and exercise the
authority under subsection (m) with respect to covered
agreements and State insurance measures.
``(3) Membership on financial stability oversight
council.--
``(A) In general.--The Independent Insurance
Advocate shall serve, pursuant to section 111(b)(1)(J)
of the Financial Stability Act of 2010 (12 U.S.C.
5321(b)(1)(J)), as a member on the Financial Stability
Oversight Council.
``(B) Authority.--To assist the Financial Stability
Oversight Council with its responsibilities to monitor
international insurance developments, advise the
Congress, and make recommendations, the Independent
Insurance Advocate shall have the authority--
``(i) to regularly consult with
international insurance supervisors and
international financial stability counterparts;
``(ii) to consult with the Board of
Governors of the Federal Reserve System and the
States with respect to representing the United
States, as appropriate, in the International
Association of Insurance Supervisors (including
to become a non-voting member thereof),
particularly on matters of systemic risk;
``(iii) to participate at the Financial
Stability Board of The Group of Twenty and to
join with other members from the United States
including on matters related to insurance; and
``(iv) to participate with the United
States delegation to the Organization for
Economic Cooperation and Development and
observe and participate at the Insurance and
Private Pensions Committee.
``(4) Limitations on participation in supervisory
colleges.--The Office may not engage in any activities that it
is not specifically authorized to engage in under this section
or any other provision of law, including participation in any
supervisory college or other meetings or fora for cooperation
and communication between the involved insurance supervisors
established for the fundamental purpose of facilitating the
effectiveness of supervision of entities which belong to an
insurance group.
``(k) Scope.--The authority of the Office as specified and limited
in this section shall extend to all lines of insurance except--
``(1) health insurance, as determined by the Secretary in
coordination with the Secretary of Health and Human Services
based on section 2791 of the Public Health Service Act (42
U.S.C. 300gg-91);
``(2) long-term care insurance, except long-term care
insurance that is included with life or annuity insurance
components, as determined by the Secretary in coordination with
the Secretary of Health and Human Services, and in the case of
long-term care insurance that is included with such components,
the Secretary shall coordinate with the Secretary of Health and
Human Services in performing the functions of the Office; and
``(3) crop insurance, as established by the Federal Crop
Insurance Act (7 U.S.C. 1501 et seq.).
``(l) Access to Information.--In carrying out the functions
required under subsection (j), the Office may coordinate with any
relevant Federal agency and any State insurance regulator (or other
relevant Federal or State regulatory agency, if any, in the case of an
affiliate of an insurer) and any publicly available sources for the
provision to the Office of publicly available information.
Notwithstanding any other provision of law, each such relevant Federal
agency and State insurance regulator or other Federal or State
regulatory agency is authorized to provide to the Office such data or
information.
``(m) Preemption Pursuant to Covered Agreements.--
``(1) Standards.--A State insurance measure shall be
preempted pursuant to this section or section 314 if, and only
to the extent that the Independent Insurance Advocate
determines, in accordance with this subsection, that the
measure--
``(A) results in less favorable treatment of a non-
United States insurer domiciled in a foreign
jurisdiction that is subject to a covered agreement
than a United States insurer domiciled, licensed, or
otherwise admitted in that State; and
``(B) is inconsistent with a covered agreement.
``(2) Determination.--
``(A) Notice of potential inconsistency.--Before
making any determination under paragraph (1), the
Independent Insurance Advocate shall--
``(i) notify and consult with the
appropriate State regarding any potential
inconsistency or preemption;
``(ii) notify and consult with the United
States Trade Representative regarding any
potential inconsistency or preemption;
``(iii) cause to be published in the
Federal Register notice of the issue regarding
the potential inconsistency or preemption,
including a description of each State insurance
measure at issue and any applicable covered
agreement;
``(iv) provide interested parties a
reasonable opportunity to submit written
comments to the Office; and
``(v) consider any comments received.
``(B) Scope of review.--For purposes of this
subsection, any determination of the Independent
Insurance Advocate regarding State insurance measures,
and any preemption under paragraph (1) as a result of
such determination, shall be limited to the subject
matter contained within the covered agreement involved
and shall achieve a level of protection for insurance
or reinsurance consumers that is substantially
equivalent to the level of protection achieved under
State insurance or reinsurance regulation.
``(C) Notice of determination of inconsistency.--
Upon making any determination under paragraph (1), the
Director shall--
``(i) notify the appropriate State of the
determination and the extent of the
inconsistency;
``(ii) establish a reasonable period of
time, which shall not be less than 30 days,
before the determination shall become
effective; and
``(iii) notify the Committees on Financial
Services and Ways and Means of the House of
Representatives and the Committees on Banking,
Housing, and Urban Affairs and Finance of the
Senate.
``(3) Notice of effectiveness.--Upon the conclusion of the
period referred to in paragraph (2)(C)(ii), if the basis for
such determination still exists, the determination shall become
effective and the Independent Insurance Advocate shall--
``(A) cause to be published a notice in the Federal
Register that the preemption has become effective, as
well as the effective date; and
``(B) notify the appropriate State.
``(4) Limitation.--No State may enforce a State insurance
measure to the extent that such measure has been preempted
under this subsection.
``(5) Applicability of administrative procedures act.--
Determinations of inconsistency made pursuant to paragraph (2)
shall be subject to the applicable provisions of subchapter II
of chapter 5 of title 5, United States Code (relating to
administrative procedure), and chapter 7 of such title
(relating to judicial review), except that in any action for
judicial review of a determination of inconsistency, the court
shall determine the matter de novo.
``(n) Consultation.--The Independent Insurance Advocate shall
consult with State insurance regulators, individually or collectively,
to the extent the Independent Insurance Advocate determines
appropriate, in carrying out the functions of the Office.
``(o) Notices and Requests for Comment.--In addition to the other
functions and duties specified in this section, the Independent
Insurance Advocate may prescribe such notices and requests for comment
in the Federal Register as are deemed necessary related to and
governing the manner in which the duties and authorities of the
Independent Insurance Advocate are carried out;
``(p) Savings Provisions.--Nothing in this section shall--
``(1) preempt--
``(A) any State insurance measure that governs any
insurer's rates, premiums, underwriting, or sales
practices;
``(B) any State coverage requirements for
insurance;
``(C) the application of the antitrust laws of any
State to the business of insurance; or
``(D) any State insurance measure governing the
capital or solvency of an insurer, except to the extent
that such State insurance measure results in less
favorable treatment of a non-United State insurer than
a United States insurer; or
``(2) affect the preemption of any State insurance measure
otherwise inconsistent with and preempted by Federal law.
``(q) Retention of Authority of Federal Financial Regulatory
Agencies.--Nothing in this section or section 314 shall be construed to
limit the authority of any Federal financial regulatory agency,
including the authority to develop and coordinate policy, negotiate,
and enter into agreements with foreign governments, authorities,
regulators, and multinational regulatory committees and to preempt
State measures to affect uniformity with international regulatory
agreements.
``(r) Retention of Authority of United States Trade
Representative.--Nothing in this section or section 314 shall be
construed to affect the authority of the Office of the United States
Trade Representative pursuant to section 141 of the Trade Act of 1974
(19 U.S.C. 2171) or any other provision of law, including authority
over the development and coordination of United States international
trade policy and the administration of the United States trade
agreements program.
``(s) Congressional Testimony.--The Independent Insurance Advocate
shall appear before the Committee on Financial Services of the House of
Representatives and the Committee on Banking, Housing, and Urban
Affairs at semi-annual hearings and shall provide testimony, which
shall include submitting written testimony in advance of such
appearances to such committees and to the Committee on Ways and Means
of the House of Representatives and the Committee on Finance of the
Senate, on the following matters:
``(1) Office activities.--The efforts, activities,
objectives, and plans of the Office.
``(2) Section 313(l) actions.--Any actions taken by the
Office pursuant to subsection (l) (regarding preemption
pursuant to covered agreements).
``(3) Insurance industry.--The state of, and developments
in, the insurance industry.
``(4) U.S. and global insurance and reinsurance markets.--
The breadth and scope of the global insurance and reinsurance
markets and the critical role such markets plays in supporting
insurance in the United States and the ongoing impacts of part
II of the Nonadmitted and Reinsurance Reform Act of 2010 on the
ability of State regulators to access reinsurance information
for regulated companies in their jurisdictions.
``(5) Other.--Any other matters as deemed relevant by the
Independent Insurance Advocate or requested by such Committees.
``(t) Report Upon End of Term of Office.--Not later than two months
prior to the expiration of the term of office, or discontinuation of
service, of each individual serving as the Independent Insurance
Advocate, the Independent Insurance Advocate shall submit a report to
the Committees on Financial Services and Ways and Means of the House of
Representatives and the Committees on Banking, Housing, and Urban
Affairs and Finance of the Senate setting forth recommendations
regarding the Financial Stability Oversight Council and the role,
duties, and functions of the Independent Insurance Advocate.
``(u) Definitions.--In this section and section 314, the following
definitions shall apply:
``(1) Affiliate.--The term `affiliate' means, with respect
to an insurer, any person who controls, is controlled by, or is
under common control with the insurer.
``(2) Covered agreement.--The term `covered agreement'
means a written bilateral or multilateral agreement regarding
prudential measures with respect to the business of insurance
or reinsurance that--
``(A) is entered into between the United States and
one or more foreign governments, authorities, or
regulatory entities; and
``(B) relates to the recognition of prudential
measures with respect to the business of insurance or
reinsurance that achieves a level of protection for
insurance or reinsurance consumers that is
substantially equivalent to the level of protection
achieved under State insurance or reinsurance
regulation.
``(3) Insurer.--The term `insurer' means any person engaged
in the business of insurance, including reinsurance.
``(4) Federal financial regulatory agency.--The term
`Federal financial regulatory agency' means the Department of
the Treasury, the Board of Governors of the Federal Reserve
System, the Office of the Comptroller of the Currency, the
Office of Thrift Supervision, the Securities and Exchange
Commission, the Commodity Futures Trading Commission, the
Federal Deposit Insurance Corporation, the Federal Housing
Finance Agency, or the National Credit Union Administration.
``(5) Financial stability oversight council.--The term
`Financial Stability Oversight Council ' means the Financial
Stability Oversight Council established under section 111(a) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act
(12 U.S.C. 5321(a)).
``(6) Member agency.--The term `member agency' has the
meaning given such term in section 111(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (12 U.S.C.
5321(a)).
``(7) Non-united states insurer.--The term `non-United
States insurer' means an insurer that is organized under the
laws of a jurisdiction other than a State, but does not include
any United States branch of such an insurer.
``(8) Office.--The term `Office' means the Office of the
Independent Insurance Advocate established by this section.
``(9) State insurance measure.--The term `State insurance
measure' means any State law, regulation, administrative
ruling, bulletin, guideline, or practice relating to or
affecting prudential measures applicable to insurance or
reinsurance.
``(10) State insurance regulator.--The term `State
insurance regulator' means any State regulatory authority
responsible for the supervision of insurers.
``(11) Substantially equivalent to the level of protection
achieved.--The term `substantially equivalent to the level of
protection achieved' means the prudential measures of a foreign
government, authority, or regulatory entity achieve a similar
outcome in consumer protection as the outcome achieved under
State insurance or reinsurance regulation.
``(12) United states insurer.--The term `United States
insurer' means--
``(A) an insurer that is organized under the laws
of a State; or
``(B) a United States branch of a non-United States
insurer.''.
(b) Pay at Level III of Executive Schedule.--Section 5314 of title
5, United States Code, is amended by adding at the end the following
new item:
``Independent Insurance Advocate, Department of the
Treasury.''.
(c) Voting Member of FSOC.--Paragraph (1) of section 111(b) of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C.
5321(b)(1)) is amended by striking subparagraph (J) and inserting the
following new subparagraph:
``(J) the Independent Insurance Advocate appointed
pursuant to section 313 of title 31, United States
Code.''.
(d) Independence.--Section 111 of Public Law 93-495 (12 U.S.C. 250)
is amended--
(1) by inserting ``the Independent Insurance Advocate of
the Department of the Treasury,'' after ``Federal Housing
Finance Agency,''; and
(2) by inserting ``or official'' before ``submitting
them''.
(e) Transfer of Employees.--All employees of the Department of
Treasury who are performing staff functions for the independent member
of the Financial Stability Oversight Council under section 111(b)(2)(J)
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12
U.S.C. 5321(b)(2)(J)) on a full-time equivalent basis as of the date of
enactment of this Act shall be eligible for transfer to the Office of
the Independent Insurance Advocate established pursuant to the
amendment made by subsection (a) of this section for appointment as an
employee and shall be transferred at the joint discretion of the
Independent Insurance Advocate and the eligible employee. Any employee
eligible for transfer that is not appointed within 360 days from the
date of enactment of this Act shall be eligible for detail under
section 313(f)(4) of title 31, United States Code.
(f) Temporary Service; Transition.--Notwithstanding the amendment
made by subsection (a) of this section, during the period beginning on
the date of the enactment of this Act and ending on the date on which
the Independent Insurance Advocate is appointed and confirmed pursuant
to section 313(b)(2) of title 31, United States Code, as amended by
such amendment, the person serving, on such date of enactment, as the
independent member of the Financial Stability Oversight Council
pursuant to section 111(b)(1)(J) of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (12 U.S.C. 5321(b)(1)(J)) shall act for all
purposes as, and with the full powers of, the Independent Insurance
Advocate.
(g) Comparability in Compensation Schedules.--Subsection (a) of
section 1206 of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 (12 U.S.C. 1833b(a)) is amended by inserting
``the Office of the Independent Insurance Advocate of the Department of
the Treasury,'' before ``and the Farm Credit Administration,''.
(h) Senior Executives.--Subparagraph (D) of section 3132(a)(1) of
title 5, United States Code, is amended by inserting ``the Office of
the Independent Insurance Advocate of the Department of the Treasury,''
after ``Finance Agency,''.
SEC. 1102. TREATMENT OF COVERED AGREEMENTS.
Subsection (c) of section 314 of title 31, United States Code is
amended--
(1) by designating paragraphs (1) and (2) as paragraphs (2)
and (3), respectively; and
(2) by inserting before paragraph (2), as so redesignated,
the following new paragraph:
``(1) the Secretary of the Treasury and the United States
Trade Representative have caused to be published in the Federal
Register, and made available for public comment for a period of
not fewer than 30 days and not greater than 90 days (which
period may run concurrently with the 90-day period for the
covered agreement referred to in paragraph (3)), the proposed
text of the covered agreement;''.
TITLE XII--TECHNICAL CORRECTIONS
SEC. 1201. TABLE OF CONTENTS; DEFINITIONAL CORRECTIONS.
(a) Table of Contents.--The table of contents for the Dodd-Frank
Wall Street Reform and Consumer Protection Act (Public Law 111-203; 124
Stat. 1376) is amended by striking the items relating to section 407
through 414 and inserting the following:
``Sec. 407. Exemption of and reporting by venture capital fund
advisers.
``Sec. 408. Exemption of and reporting by certain private fund
advisers.
``Sec. 409. Family offices.
``Sec. 410. State and Federal responsibilities; asset threshold for
Federal registration of investment
advisers.
``Sec. 411. Custody of client assets.
``Sec. 414. Rule of construction relating to the Commodity Exchange
Act.
``Sec. 418. Qualified client standard.
``Sec. 419. Transition period.''.
(b) Definitions.--Section 2 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (12 U.S.C. 5301) is amended--
(1) in paragraph (1)--
(A) by striking ``section 3'' and inserting
``section 3(w)''; and
(B) by striking ``(12 U.S.C. 1813)'' and inserting
``(12 U.S.C. 1813(w))'';
(2) in paragraph (6), by striking ``1 et seq.'' and
inserting ``1a''; and
(3) in paragraph (18)(A)--
(A) by striking ```bank holding company',''; and
(B) by inserting ```includes','' before
```including',''.
SEC. 1202. ANTITRUST SAVINGS CLAUSE CORRECTIONS.
Section 6 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (12 U.S.C. 5303) is amended, in the second sentence--
(1) by inserting ``(15 U.S.C. 12(a))'' after ``Clayton
Act''; and
(2) by striking ``Act, to'' and inserting ``Act (15 U.S.C.
45) to''.
SEC. 1203. TITLE I CORRECTIONS.
Title I of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (12 U.S.C. 5311 et seq.) is amended--
(1) in section 102(a)(6) (12 U.S.C. 5311(a)(6)), by
inserting ``(12 U.S.C. 1843(k))'' after ``of 1956'' each place
that term appears;
(2) in section 111(c)(3) (12 U.S.C. 5321(c)(3)), by
striking ``that agency or department head'' and inserting ``the
head of that member agency or department'';
(3) in section 112 (12 U.S.C. 5322)--
(A) in subsection (a)(2)--
(i) in subparagraph (C) (as redesignated by
section 151)--
(I) by striking ``to monitor'' and
inserting ``monitor''; and
(II) by striking ``to advise'' and
inserting ``advise'';
(ii) in subparagraph (H) (as redesignated
by section 151), by striking ``may''; and
(B) in subsection (d)(5), by striking ``subsection
and subtitle B'' each place such term appears and
inserting ``subtitle''; and
(4) in section 171(b)(4)(D) (12 U.S.C. 5371(b)(4)(D)), by
adding a period at the end.
SEC. 1204. TITLE III CORRECTIONS.
(a) In General.--Title III of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C. 5401 et seq.) is amended--
(1) in section 327(b)(5) (12 U.S.C. 5437(b)(5)), by
striking ``in'' and inserting ``into'';
(2) in section 333(b)(2) (124 Stat. 1539), by inserting
``the second place that term appears'' before ``and
inserting''; and
(3) in section 369(5) (124 Stat. 1559)--
(A) in subparagraph (D)(i)--
(i) in subclause (III), by redesignating
items (aa), (bb), and (cc) as subitems (AA),
(BB), and (CC), respectively, and adjusting the
margins accordingly;
(ii) in subclause (IV), redesignating items
(aa) and (bb) as subitems (AA) and (BB),
respectively, and adjusting the margins
accordingly;
(iii) in subclause (V), by redesignating
items (aa), (bb), and (cc) as subitems (AA),
(BB), and (CC), respectively, and adjusting the
margins accordingly; and
(iv) by redesignating subclauses (III),
(IV), and (V) as items (bb), (cc), and (dd),
respectively, and adjusting the margins
accordingly;
(B) in subparagraph (F)--
(i) in clause (ii), by adding ``and'' at
the end;
(ii) in clause (iii), by striking ``; and''
and inserting a period; and
(iii) by striking clause (iv); and
(C) in subparagraph (G)(i), by inserting ``each
place such term appears'' before ``and inserting''.
(b) Effective Dates.--
(1) Section 333.--The amendment made by subsection (a)(2)
of this section shall take effect as though enacted as part of
subtitle C of title III of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (124 Stat. 1538).
(2) Section 369.--The amendments made by subsection (a)(3)
of this section shall take effect as though enacted as part of
subtitle E of title III of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (124 Stat. 1546).
SEC. 1205. TITLE IV CORRECTION.
Section 414 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (124 Stat. 1578) is amended in the section heading by
striking ``commodities'' and inserting ``commodity''.
SEC. 1206. TITLE VI CORRECTIONS.
(a) In General.--Section 610 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (124 Stat. 1596) is amended--
(1) by striking subsection (b); and
(2) by redesignating subsection (c) as subsection (b).
(b) Effective Date.--The amendments made by subsection (a) of this
section shall take effect as though enacted as part of section 610 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act (124
Stat. 1611).
SEC. 1207. TITLE VII CORRECTIONS.
(a) In General.--Title VII of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (15 U.S.C. 8301 et seq.) is amended--
(1) in section 719(c)(1)(B) (15 U.S.C. 8307(c)(1)(B)), by
adding a period at the end;
(2) in section 723(a)(1)(B) (124 Stat. 1675), by inserting
``, as added by section 107 of the Commodity Futures
Modernization Act of 2000 (Appendix E of Public Law 106-554;
114 Stat. 2763A-382),'' after ``subsection (i)'';
(3) in section 734(b)(1) (124 Stat. 1718), by striking ``is
amended'' and all that follows through ``(B) in'' and inserting
``is amended in'';
(4) in section 741(b)(10) (124 Stat. 1732), by striking
``1a(19)(A)(iv)(II)'' each place it appears and inserting
``1a(18)(A)(iv)(II)''; and
(5) in section 749 (124 Stat. 1746)--
(A) in subsection (a)(2), by striking ``adding at
the end'' and inserting ``inserting after subsection
(f)''; and
(B) in subsection (h)(1)(B), by inserting ``the
second place that term appears'' before the semicolon.
(b) Effective Date.--The amendments made by paragraphs (3), (4),
and (5) of subsection (a) of this section shall take effect as though
enacted as part of part II of subtitle A of title VII of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (124 Stat. 1658).
SEC. 1208. TITLE IX CORRECTIONS.
Section 939(h)(1) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (124 Stat. 1887) is amended--
(1) in the matter preceding subparagraph (A), by inserting
``The'' before ``Commission''; and
(2) by striking ``feasability'' and inserting
``feasibility''.
SEC. 1209. TITLE X CORRECTIONS.
(a) In General.--Title X of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C. 5481 et seq.) is amended--
(1) in section 1002(12)(G) (12 U.S.C. 5481(12)(G)), by
striking ``Home Owners'' and inserting ``Homeowners'';
(2) in section 1013(a)(1)(C) (12 U.S.C. 5493(a)(1)(C)), by
striking ``section 11(1)'' and inserting ``subsection (l) of
section 11'';
(3) in section 1017(a)(2) (as so redesignated by section
713) (12 U.S.C. 5497(a)(5))--
(A) in subparagraph (A), in the last sentence by
striking ``716(c) of title 31, United States Code'' and
inserting ``716 of title 31, United States Code''; and
(B) in subparagraph (C), by striking ``section 3709
of the Revised Statutes of the United States (41 U.S.C.
5)'' and inserting ``section 6101 of title 41, United
States Code'';
(4) in section 1027(d)(1)(B) (12 U.S.C. 5517(d)(1)(B)), by
inserting a comma after ``(A)'';
(5) in section 1029(d) (12 U.S.C. 5519(d)), by striking the
period after ``Commission Act'';
(6) in section 1061(b)(7) (12 U.S.C. 5581(b)(7))--
(A) by striking ``Secretary of the Department of
Housing and Urban Development'' each place that term
appears and inserting ``Department of Housing and Urban
Development''; and
(B) in subparagraph (A), by striking ``(12 U.S.C.
5102 et seq.)'' and inserting ``(12 U.S.C. 5101 et
seq.)'';
(7) in section 1063 (12 U.S.C. 5583)--
(A) in subsection (f)(1)(B), by striking ``that'';
and
(B) in subsection (g)(1)(A)--
(i) by striking ``(12 U.S.C. 5102 et
seq.)'' and inserting ``(12 U.S.C. 5101 et
seq.)''; and
(ii) by striking ``seq)'' and inserting
``seq.)'';
(8) in section 1064(i)(1)(A)(iii) (12 U.S.C.
5584(i)(1)(A)(iii)), by inserting a period before ``If an'';
(9) in section 1073(c)(2) (12 U.S.C. 5601(c)(2))--
(A) in the paragraph heading, by inserting ``and
education'' after ``financial literacy''; and
(B) by striking ``its duties'' and inserting
``their duties'';
(10) in section 1076(b)(1) (12 U.S.C. 5602(b)(1)), by
inserting before the period at the end the following: ``, the
Agency may, after notice and opportunity for comment, prescribe
regulations'';
(11) in section 1077(b)(4)(F) (124 Stat. 2076), by striking
``associates'' and inserting ``associate's'';
(12) in section 1084(1) (124 Stat. 2081), by inserting a
comma after ``2009)'';
(13) in section 1089 (124 Stat. 2092)--
(A) in paragraph (3)--
(i) in subparagraph (A), by striking
``and'' at the end; and
(ii) in subparagraph (B)(vi), by striking
the period at the end and inserting ``; and'';
and
(B) by redesignating paragraph (4) as subparagraph
(C) and adjusting the margins accordingly; and
(14) in section 1098(6) (124 Stat. 2104), by inserting
``the first place that term appears'' before ``and''.
(b) Effective Date.--The amendments made by paragraphs (11), (12),
(13), (14), and (15) of subsection (a) shall take effect as though
enacted as part of subtitle H of title X of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (124 Stat. 2080).
SEC. 1210. TITLE XII CORRECTION.
Title XII of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (124 Stat. 2129) is amended, in section 1208(b) (12
U.S.C. 5626(b)), by inserting ``, as defined in section 103(10) of the
Riegle Community Development and Regulatory Improvement Act of 1994 (12
U.S.C. 4702(10)),'' after ``appropriated to the Fund''.
SEC. 1211. TITLE XIV CORRECTION.
Title XIV of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (124 Stat. 2136) is amended, in section 1451(c) (12
U.S.C. 1701x-1(c)), by striking ``pursuant''.
SEC. 1212. TECHNICAL CORRECTIONS TO OTHER STATUTES.
(a) Alternative Mortgage Transaction Parity Act of 1982.--The
Alternative Mortgage Transaction Parity Act of 1982 (12 U.S.C. 3801 et
seq.) is amended--
(1) in section 802(a)(3) (12 U.S.C. 3801(a)(3)), by
striking ``the Director of the Office of Thrift Supervision''
and inserting ``the Consumer Law Enforcement Agency'';
(2) in section 804 (12 U.S.C. 3803)--
(A) in subsection (a), by striking ``the Director
of the Office of Thrift Supervision'' each place such
term appears and inserting ``the Comptroller of the
Currency''; and
(B) in subsection (d)(1), by striking the comma
after ``Administration''.
(b) Bank Holding Company Act Amendments of 1970.--Section 106(b)(1)
of the Bank Holding Company Act Amendments of 1970 (12 U.S.C. 1972(1))
is amended, in the undesignated matter at the end, by striking
``Federal Deposit Insurance Company'' and inserting ``Federal Deposit
Insurance Corporation''.
(c) Balanced Budget and Emergency Deficit Control Act.--Section
255(g)(1)(A) of the Balanced Budget and Emergency Deficit Control Act
of 1985 (2 U.S.C. 905(g)(1)(A)) is amended by striking ``Office of
Thrift Supervision (20-4108-0-3-373).''.
(d) Bretton Woods Agreements Act.--Section 68(a)(1) of the Bretton
Woods Agreements Act (22 U.S.C. 286tt(a)(1)) is amended by striking
``Fund ,'' and inserting ``Fund,''.
(e) CAN-SPAM Act of 2003.--Section 7(b)(1)(D) of the CAN-SPAM Act
of 2003 (15 U.S.C. 7706(b)(1)(D)) is amended by striking ``Director of
the Office of Thrift Supervision'' and inserting ``Comptroller of the
Currency or the Board of Directors of Federal Deposit Insurance
Corporation, as applicable,''.
(f) Children's Online Privacy Protection Act of 1998.--Section
1306(b)(2) of the Children's Online Privacy Protection Act of 1998 (15
U.S.C. 6505(b)(2)) is amended by striking ``Director of the Office of
Thrift Supervision'' and inserting ``Comptroller of the Currency and
the Board of Directors of Federal Deposit Insurance Corporation, as
applicable,''.
(g) Community Reinvestment Act of 1977.--The Community Reinvestment
Act of 1977 (12 U.S.C. 2901 et seq.) is amended--
(1) in section 803(1)(C) (12 U.S.C. 2902(1)(C)), by
striking the period at the end and inserting a semicolon; and
(2) in section 806 (12 U.S.C. 2905), by striking
``companies,,'' and inserting ``companies,''.
(h) Credit Repair Organizations Act.--Section 403(4) of the Credit
Repair Organizations Act (15 U.S.C. 1679a(4)) is amended by striking
``103(e)'' and inserting ``103(f)''.
(i) Depository Institution Management Interlocks Act.--Section
205(9) of the Depository Institution Management Interlocks Act (12
U.S.C. 3204(9)) is amended by striking ``Director of the Office of
Thrift Supervision'' and inserting ``appropriate Federal banking
agency''.
(j) Economic Growth and Regulatory Paperwork Reduction Act of
1996.--Section 2227(a)(1) of the Economic Growth and Regulatory
Paperwork Reduction Act of 1996 (12 U.S.C. 252(a)(1)) is amended by
striking ``the Director of the Office of Thrift Supervision,''.
(k) Electronic Fund Transfer Act.--The Electronic Fund Transfer Act
(15 U.S.C. 1693 et seq.) is amended--
(1) in section 903 (15 U.S.C. 1693a)--
(A) in paragraph (2), by striking ``103(i)'' and
inserting ``103(j)''; and
(B) by redesignating the first paragraph designated
as paragraph (4) (defining the term ``Board''), as
paragraph (3);
(2) in section 904(a) (15 U.S.C. 1693b(a))--
(A) by redesignating the second paragraph
designated as paragraph (1) (relating to consultation
with other agencies), the second paragraph designated
as paragraph (2) (relating to the preparation of an
analysis of economic impact), paragraph (3), and
paragraph (4), as subparagraphs (A), (B), (C), and (D),
respectively, and adjusting the margins accordingly;
and
(B) by striking ``In prescribing such regulations,
the Board shall:'' and inserting the following:
``(3) Regulations.--In prescribing regulations under this
subsection, the Agency and the Board shall--'';
(3) in section 909(c) (15 U.S.C. 1693g(c)), by striking
``103(e)'' and inserting ``103(f)'';
(4) in section 918(a)(4) (15 U.S.C. 1693o(a)(4), by
striking ``Act and'' and inserting ``Act; and'';
(5) by redesignating the section added by section 1073(4)
of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (relating to remittance transfers) (15 U.S.C. 1693o-1) as
section 920 of the Electronic Fund Transfer Act;
(6) by redesignating the section headed ``Relation to State
laws'' (15 U.S.C. 1693q) as section 921 of the Electronic Fund
Transfer Act;
(7) by redesignating the section headed ``Exemption for
State regulation'' (15 U.S.C. 1693r) as section 922 of the
Electronic Fund Transfer Act; and
(8) by redesignating the section headed ``Effective date''
(15 U.S.C. 1693 note) as section 923 of the Electronic Fund
Transfer Act.
(l) Emergency Economic Stabilization Act of 2008.--Section 101(b)
of the Emergency Economic Stabilization Act of 2008 (12 U.S.C. 5211(b))
is amended by striking ``the Director of the Office of Thrift
Supervision,''.
(m) Equal Credit Opportunity Act.--The Equal Credit Opportunity Act
(15 U.S.C. 1691 et seq.) is amended--
(1) in section 703 (15 U.S.C. 1691b)--
(A) in each of subsections (c) and (d), by striking
``paragraph'' each place that term appears and
inserting ``subsection''; and
(B) in subsection (g), by adding a period at the
end;
(2) in section 704 (15 U.S.C. 1691c)--
(A) in subsection (a)--
(i) by striking ``Consumer Protection
Financial Protection Act of 2010 with'' and
inserting ``Consumer Financial Protection Act
of 2010, compliance with'';
(ii) in paragraph (1)--
(I) by striking ``section 8'' and
inserting ``Section 8''; and
(II) in subparagraph (C), by
striking ``banks;'' and inserting
``banks.'';
(iii) in each of paragraphs (6) and (7), by
striking the semicolon at the end and inserting
a period; and
(iv) in paragraph (8), by striking ``;
and'' and inserting a period; and
(B) in subsection (c), in the second sentence, by
striking ``subchapter'' and inserting ``title''; and
(3) in section 706(k) (15 U.S.C. 1691e(k)), by striking ``,
(2), or (3)'' and inserting ``or (2)''.
(n) Expedited Funds Availability Act.--The Expedited Funds
Availability Act (12 U.S.C. 4001 et seq.) is amended--
(1) in section 605(f)(2)(A) (12 U.S.C. 4004(f)(2)(A)), by
striking ``,,'' and inserting a semicolon; and
(2) in section 610(a)(2) (12 U.S.C. 4009(a)(2)), by
striking ``Director of the Office of Thrift Supervision'' and
inserting ``Comptroller of the Currency and the Board of
Directors of the Federal Deposit Insurance Corporation, as
appropriate,''.
(o) Fair Credit Reporting Act.--The Fair Credit Reporting Act (15
U.S.C. 1681 et seq.) is amended--
(1) in section 603 (15 U.S.C. 1681a)--
(A) in subsection (d)(2)(D), by striking ``(x)''
and inserting ``(y)'';
(B) in subsection (q)(5), by striking ``103(i)''
and inserting ``103(j)''; and
(C) in subsection (v), by striking ``Bureau'' and
inserting ``Federal Trade Commission'';
(2) in section 604 (15 U.S.C. 1681b)--
(A) in subsection (b)--
(i) in paragraph (2)(B)(i), by striking
``section 615(a)(3)'' and inserting ``section
615(a)(4)'';
(ii) in paragraph (3)(B)(ii), by striking
``clause (B)(i)(IV)'' and inserting ``clause
(i)(IV)'';
(iii) in paragraph (4)(A)(ii), by inserting
``and'' after the semicolon; and
(iv) by striking ``section 609(c)(3)'' each
place that term appears and inserting ``section
609(c)''; and
(B) in subsection (g)(5), by striking ``paragraph
(2).--'' and all that follows through ``The Bureau''
and inserting ``paragraph (2).--The Agency'';
(3) in section 605 (15 U.S.C. 1681c)--
(A) in subsection (f), by striking ``who'' and
inserting ``which''; and
(B) in subsection (h)(2)(A)--
(i) by striking ``shall,,'' and inserting
``shall,''; and
(ii) by striking ``Commission,,'' and
inserting ``Commission,'';
(4) in section 605A(h)(1)(A) (15 U.S.C. 1681c-1(h)(1)(A)),
by striking ``103(i)'' and inserting ``103(j)'';
(5) in section 607(e)(3)(A) (15 U.S.C. 1681e(e)(3)(A)), by
striking ``section 604(b)(4)(E)(i)'' and inserting ``section
604(b)(4)(D)(i)'';
(6) in section 609 (15 U.S.C. 1681g)--
(A) in subsection (a)(3)(C)(i), by striking
``section 604(b)(4)(E)(i)'' and inserting ``section
604(b)(4)(D)(i)'';
(B) in subsection (c)(1)--
(i) in the paragraph heading, by striking
``Commission'' and inserting ``Bureau''; and
(ii) in subparagraph (B)(vi), by striking
``603(w)'' and inserting ``603(x)'';
(C) in subsection (e)(2)(B)(ii)(II), by striking
``an''; and
(D) by striking ``The Commission'' each place that
term appears and inserting ``The Bureau'';
(7) in section 610 (15 U.S.C. 1681h)--
(A) in subsection (b)(1), by inserting ``section''
after ``under''; and
(B) in subsection (e), by inserting a comma after
``on the report'';
(8) in section 611 (15 U.S.C. 1681i), by striking ``The
Commission'' each place that term appears and inserting ``The
Agency'';
(9) in section 612 (15 U.S.C. 1681j)--
(A) in subsection (a)(1)--
(i) by striking ``(w)'' and inserting
``(x)''; and
(ii) in subparagraph (C), by striking
``603(w)'' each place that term appears and
inserting ``603(x)'';
(B) in subsection (g), by striking ``televison''
and inserting ``television''; and
(C) by striking ``The Commission'' each place that
term appears and inserting ``The Bureau'';
(10) in section 621 (15 U.S.C. 1681s)--
(A) in subsection (a)(1), in the first sentence, by
striking ``, subsection (b)'';
(B) in subsection (e)(2), by inserting a period
after ``provisions of this title''; and
(C) in subsection (f)(2), by striking ``The
Commission'' and inserting ``The Agency'' and
(11) in section 623(a)(5) (15 U.S.C. 1681s-2(a)(5)), by
striking ``of accounts.--(A) in general.--A person'' and
inserting ``of accounts.--
``(A) In general.--A person''.
(p) Federal Credit Union Act.--Section 206(g)(7)(D)(iv) of the
Federal Credit Union Act (12 U.S.C. 1786(g)(7)(D)(iv)) is amended by
striking the semicolon at the end and inserting a period.
(q) Federal Deposit Insurance Act.--The Federal Deposit Insurance
Act (12 U.S.C. 1811 et seq.) is amended--
(1) in section 3(q)(2)(C) (12 U.S.C. 1813(q)(2)(C)), by
adding ``and'' at the end;
(2) in section 7 (12 U.S.C. 1817)--
(A) in subsection (b)(2)--
(i) in subparagraph (A), by striking
``(D)'' and inserting ``(C)''; and
(ii) by redesignating subparagraphs (D) and
(E) as subparagraphs (C) and (D), respectively;
and
(B) in subsection (e)(2)(C), by adding a period at
the end;
(3) in section 8 (12 U.S.C. 1818)--
(A) in subsection (b)(3), by striking ``Act))'' and
inserting ``Act)''; and
(B) in subsection (t)(2)(C), by striking
``depositors or'' and inserting ``depositors; or'';
(4) in section 11 (12 U.S.C. 1821)--
(A) in subsection (d)(2)(I)(ii), by striking ``and
section 21A(b)(4)''; and
(B) in subsection (m), in each of paragraphs (16)
and (18), by striking the comma after ``Comptroller of
the Currency'' each place it appears; and
(5) in section 26(a) (12 U.S.C. 1831c(a)), by striking
``Holding Company Act'' each place that term appears and
inserting ``Holding Company Act of 1956''.
(r) Federal Fire Prevention and Control Act of 1974.--Section
31(a)(5)(B) of the Federal Fire Prevention and Control Act of 1974 (15
U.S.C. 2227(a)(5)(B)) is amended by striking ``the Federal Deposit
Insurance Corporation'' and all that follows through the period and
inserting ``or the Federal Deposit Insurance Corporation under the
affordable housing program under section 40 of the Federal Deposit
Insurance Act.''.
(s) Federal Home Loan Bank Act.--The Federal Home Loan Bank Act (12
U.S.C. 1421 et seq.) is amended--
(1) in section 10(h)(1) (12 U.S.C. 1430(h)(1)), by striking
``Director of the Office of Thrift Supervision'' and inserting
``Comptroller of the Currency or the Board of Directors of the
Federal Deposit Insurance Corporation, as applicable''; and
(2) in section 22(a) (12 U.S.C. 1442(a))--
(A) in the matter preceding paragraph (1), by
striking ``Comptroller of the Currency'' and all that
follows through ``Supervision'' and inserting
``Comptroller of the Currency, the Chairman of the
Board of Governors of the Federal Reserve System, the
Chairperson of the Federal Deposit Insurance
Corporation, and the Chairman of the National Credit
Union Administration''; and
(B) in the undesignated matter following paragraph
(2), by striking ``Comptroller of the Currency'' and
all that follows through ``Supervision'' and inserting
``Comptroller of the Currency, the Chairman of the
Board of Governors of the Federal Reserve System, and
the Chairman of the National Credit Union
Administration''.
(t) Federal Reserve Act.--Paragraph (8)(B) of section 11(s) of the
Federal Reserve Act (headed ``Federal Reserve Transparency and Release
of Information'') (12 U.S.C. 248) is amended by striking ``this
section'' and inserting ``this subsection''.
(u) Financial Institutions Reform, Recovery, and Enforcement Act of
1989.--The Financial Institutions Reform, Recovery, and Enforcement Act
of 1989 (Public Law 101-73; 103 Stat. 183) is amended in section
1121(6) (12 U.S.C. 3350(6)), by striking ``the Office of Thrift
Supervision,''.
(v) Gramm-Leach-Bliley Act.--The Gramm-Leach-Bliley Act (Public Law
106-102; 113 Stat. 1338) is amended--
(1) in section 132(a) (12 U.S.C. 1828b(a)), by striking
``the Director of the Office of Thrift Supervision,'';
(2) in section 206(a) (15 U.S.C. 78c note), by striking
``Except as provided in subsection (e), for'' and inserting
``For'';
(3) in section 502(e)(5) (15 U.S.C. 6802(e)(5)), by
striking ``a Federal'' and inserting ``, a Federal'';
(4) in section 504(a)(2) (15 U.S.C. 6804(a)(2)), by
striking ``and, as appropriate, and with'' and inserting ``and,
as appropriate, with'';
(5) in section 509(2) (15 U.S.C. 6809(2))--
(A) by striking subparagraph (D); and
(B) by redesignating subparagraphs (E) and (F) as
subparagraphs (D) and (E), respectively; and
(6) in section 522(b)(1)(A)(iv) (15 U.S.C.
6822(b)(1)(A)(iv)), by striking ``Director of the Office of
Thrift Supervision'' and inserting ``Comptroller of the
Currency and the Board of Directors of the Federal Deposit
Insurance Corporation, as appropriate''.
(w) Helping Families Save Their Homes Act of 2009.--Section 104 of
the Helping Families Save Their Homes Act of 2009 (12 U.S.C. 1715z-25)
is amended--
(1) in subsection (a)--
(A) by striking ``and the Director of the Office of
Thrift Supervision, shall jointly'' and inserting
``shall'';
(B) by striking ``and the Office of Thrift
Supervision''; and
(C) by striking ``each such'' and inserting
``such''; and
(2) in subsection (b)(1)--
(A) in subparagraph (A)--
(i) in the first sentence--
(I) by striking ``and the Director
of the Office of Thrift Supervision,'';
and
(II) by striking ``or the
Director'';
(ii) in the second sentence, by striking
``and the Director of the Office of Thrift
Supervision''; and
(B) in subparagraph (B), by striking ``and the
Director of the Office of Thrift Supervision''.
(x) Home Mortgage Disclosure Act of 1975.--The Home Mortgage
Disclosure Act of 1975 (12 U.S.C. 2801 et seq.) is amended--
(1) in section 304--
(A) in subsection (b)(5)(A), by striking ``15
U.S.C. 1602(aa)(4)'' and inserting ``section 103(aa)(4)
of the Truth in Lending Act''; and
(B) in subsection (j)(3) (12 U.S.C. 2803(j)(3)), by
adding a period at the end; and
(2) in section 305(b)(1)(A)(iii) (12 U.S.C.
2804(b)(1)(A)(iii)), by striking ``bank as,'' and inserting
``bank, as''.
(y) Home Owners' Loan Act.--The Home Owners' Loan Act (12 U.S.C.
1461 et seq.) is amended--
(1) in section 5 (12 U.S.C. 1464)--
(A) in subsection (d)(2)(E)(ii)--
(i) in the first sentence, by striking
``Except as provided in section 21A of the
Federal Home Loan Bank Act, the'' and inserting
``The''; and
(ii) by striking ``, at the Director's
discretion,'';
(B) in subsection (i)(6), by striking ``the Office
of Thrift Supervision or'';
(C) in subsection (m), by striking ``Director's''
each place that term appears and inserting
``appropriate Federal banking agency's'';
(D) in subsection (n)(9)(B), by striking
``Director's'' and inserting ``Comptroller's''; and
(E) in subsection (s)--
(i) in paragraph (1)--
(I) in the matter preceding
subparagraph (A), by striking ``of such
Act)'' and all that follows through
``shall require'' and inserting ``of
such Act), the appropriate Federal
banking agency shall require''; and
(II) in subparagraph (B), by
striking ``other methods'' and all that
follows through ``determines'' and
inserting ``other methods as the
appropriate Federal banking agency
determines'';
(ii) in paragraph (2)--
(I) by striking ``determined'' and
all that follows through ``may,
consistent'' and inserting ``determined
by appropriate federal banking agency
case-by-case.--The appropriate Federal
banking agency may, consistent''; and
(II) by striking ``capital-to-
assets'' and all that follows through
``determines to be necessary'' and
inserting ``capital-to-assets as the
appropriate Federal banking agency
determines to be necessary'';
(2) in section 6(c) (12 U.S.C. 1465(c)), by striking
``sections'' and inserting ``section'';
(3) in section 10 (12 U.S.C. 1467a)--
(A) in subsection (b)(6), by striking ``time'' and
all that follows through ``release'' and inserting
``time, upon the motion or application of the Board,
release'';
(B) in subsection (c)(2)(H)--
(i) in the matter preceding clause (i)--
(I) by striking ``1841(p))'' and
inserting ``1841(p)))''; and
(II) by inserting ``(12 U.S.C.
1843(k))'' before ``if--''; and
(ii) in clause (i), by inserting ``of 1956
(12 U.S.C. 1843(l) and (m))'' after ``Company
Act''; and
(C) in subsection (e)(7)(B)(iii)--
(i) by striking ``Board of the Office of
Thrift Supervision'' and inserting ``Director
of the Office of Thrift Supervision''; and
(ii) by inserting ``, as defined in section
2 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C. 5301)''
after ``transfer date''; and
(4) in section 13 (12 U.S.C. 1468b), by striking ``the a''
and inserting ``a''.
(z) Housing Act of 1948.--Section 502(c)(3) of the Housing Act of
1948 (12 U.S.C. 1701c(c)(3)) is amended by striking ``Federal Home Loan
Bank Agency'' and inserting ``Federal Housing Finance Agency''.
(aa) Housing and Urban Development Act of 1968.--Section 106(h)(5)
of the Housing and Urban Development Act of 1968 (12 U.S.C.
1701x(h)(5)) is amended by striking ``authorised'' and inserting
``authorized''.
(bb) International Banking Act of 1978.--Section 15 of the
International Banking Act of 1978 (12 U.S.C. 3109) is amended--
(1) in each of subsections (a) and (b)--
(A) by striking ``, and Director of the Office of
Thrift Supervision'' each place that term appears; and
(B) by inserting ``and'' before ``Federal Deposit''
each place that term appears;
(2) in subsection (a), by striking ``Comptroller,
Corporation, or Director'' and inserting ``Comptroller of the
Currency, or Corporation''; and
(3) in subsection (c)(4)--
(A) by inserting ``and'' before ``the Federal
Deposit''; and
(B) by striking ``, and the Director of the Office
of Thrift Supervision''.
(cc) International Lending Supervision Act of 1983.--Section 912 of
the International Lending Supervision Act of 1983 (12 U.S.C. 3911) is
amended--
(1) by amending the section heading to read as follows:
``equal representation for federal deposit insurance
corporation'';
(2) by striking ``(a) In General.--''; and
(3) by striking subsection (b).
(dd) Interstate Land Sales Full Disclosure Act.--The Interstate
Land Sales Full Disclosure Act (15 U.S.C. 1701 et seq.) is amended in
each of section 1411(b) (15 U.S.C. 1710(b)) and subsections (b)(4) and
(d) of section 1418a (15 U.S.C. 1717a), by striking ``Secretary's''
each place that term appears and inserting ``Director's''.
(ee) Legal Certainty for Bank Products Act of 2000.--Section
403(b)(1) of the Legal Certainty for Bank Products Act of 2000 (7
U.S.C. 27a(b)(1)) is amended by striking ``that section'' and inserting
``section''.
(ff) Public Law 93-495.--Section 111 of Public Law 93-495 (12
U.S.C. 250) is amended by striking ``the Director of the Office of
Thrift Supervision,''.
(gg) Revised Statutes of the United States.--Section 5136C(i) of
the Revised Statutes of the United States (12 U.S.C. 25b(i)) is amended
by striking ``Powers.--'' and all that follows through ``In
accordance'' and inserting ``Powers.--In accordance''.
(hh) Riegle Community Development and Regulatory Improvement Act of
1994.--Section 117(e) of the Riegle Community Development and
Regulatory Improvement Act of 1994 (12 U.S.C. 4716(e)) is amended by
striking ``the Director of the Office of Thrift Supervision,''.
(ii) S.A.F.E. Mortgage Licensing Act of 2008.--Section 1514 of the
S.A.F.E. Mortgage Licensing Act of 2008 (12 U.S.C. 5113) is amended in
each of subsections (b)(5) and (c)(4)(C), by striking ``Secretary's''
each place that term appears and inserting ``Director's''.
(jj) Securities Exchange Act of 1934.--The Securities Exchange Act
of 1934 (15 U.S.C. 78a et seq.) is amended--
(1) in section 3C(g)(4)(B)(v) (15 U.S.C. 78c-
3(g)(4)(B)(v)), by striking ``of that Act'' and inserting ``of
that section'';
(2) in section 3D(d)(10)(A) (15 U.S.C. 78c-4(d)(10)(A)), by
striking ``taking'' and inserting ``take'';
(3) in section 3E(b)(1) (15 U.S.C. 78c-5(b)(1)), by
striking ``though'' and inserting ``through'';
(4) in section 4(g)(8)(A) (15 U.S.C. 78d(g)(8)(A)), by
striking ``(2)(A)(i)'' and inserting ``(2)(A)(ii)'';
(5) in section 15 (15 U.S.C. 78o)--
(A) in each of subparagraphs (B)(ii) and (C) of
subsection (b)(4), by striking ``dealer municipal
advisor,,'' and inserting ``dealer, municipal
advisor,'';
(B) by redesignating subsection (j) (relating to
the authority of the Commission) as subsection (p) and
moving that subsection to the end;
(C) as amended by section 841(d), by redesignating
the section subsection (k) and second subsection (l)
(relating to standard of conduct and other matters,
respectively), as added by section 913(g)(1) of the
Dodd-Frank Wall Street Reform and Consumer Protection
Act (124 Stat. 1828), as subsections (q) and (r),
respectively and moving those subsections to the end;
and
(D) in subsection (m), by inserting ``the'' before
``same extent'';
(6) in section 15F(h) (15 U.S.C. 78o-10(h))--
(A) in paragraph (2)(A), by inserting ``a'' after
``that acts as an advisor to'';
(B) in paragraph (2)(B), by inserting ``a'' after
``offers to enter into''; and
(C) in paragraph (5)(A)(i)--
(i) by inserting ``(A)'' after ``(18)'';
and
(ii) in subclause (VII), by striking ``act
of'' and inserting ``Act of'';
(7) in section 15G (15 U.S.C. 78o-11)--
(A) in subsection (b)(2), by inserting ``Board of
Directors of the'' before ``Federal Housing'';
(B) in subsection (e)(4)(A), by striking
``subsection'' and inserting ``section'';
(C) in subsection (e)(4)(C)--
(i) by striking ``129C(c)(2)'' and
inserting ``129C(b)(2)(A)''; and
(ii) by inserting ``(15 U.S.C.
1639c(b)(2)(A))'' after ``Lending Act''; and
(D) in subsection (e)(5), by striking
``subsection'' and inserting ``section''; and
(8) in section 17A (15 U.S.C. 78q-1), by redesignating
subsection (g), as added by section 929W of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (relating to due
diligence for the delivery of dividends, interest, and other
valuable property rights) as subsection (n) and moving that
subsection to the end.
(kk) Telemarketing and Consumer Fraud and Abuse Prevention Act.--
Section 3(b) of the Telemarketing and Consumer Fraud and Abuse
Prevention Act (15 U.S.C. 6102(b)) is amended by inserting before the
period at the end the following: ``, provided, however, nothing in this
section shall conflict with or supersede section 6 of the Federal Trade
Commission Act (15 U.S.C. 46)''.
(ll) Title 5.--Title 5, United States Code, is amended--
(1) in section 3132(a)(1)(D), as amended by section 711, by
striking ``the Office of Thrift Supervision,, the Resolution
Trust Corporation,''; and
(2) in section 5314, by striking ``Director of the Office
of Thrift Supervision.''.
(mm) Title 31.--
(1) Amendments.--Title 31, United States Code, is amended--
(A) by striking section 309; and
(B) in section 714(d)(3)(B) by striking ``a audit''
and inserting ``an audit''.
(2) Analysis.--The analysis for subchapter I of chapter 3
of title 31, United States Code, is amended by striking the
item relating to section 309.
(nn) Truth in Lending Act.--The Truth in Lending Act (15 U.S.C.
1601 et seq.) is amended--
(1) in section 105 (15 U.S.C. 1604), by inserting
subsection (h), as added by section 1472(c) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (124 Stat.
2187), before subsection (i), as added by section 1100A(7) of
that Act (124 Stat. 2108);
(2) in section 106(f)(2)(B)(i) (15 U.S.C.
1605(f)(2)(B)(i)), by striking ``103(w)'' and inserting
``103(x)'';
(3) in section 121(b) (15 U.S.C. 1631(b)), by striking
``103(f)'' and inserting ``103(g)'';
(4) in section 122(d)(5) (15 U.S.C. 1632(d)(5)), by
striking ``section 603)'' and all that follows through
``promulgate'' and inserting ``section 603), may promulgate'';
(5) in section 125(e)(1) (15 U.S.C. 1635(e)(1)), by
striking ``103(w)'' and inserting ``103(x)'';
(6) in section 129 (15 U.S.C. 1639)--
(A) in subsection (q), by striking ``(l)(2)'' and
inserting ``(p)(2)''; and
(B) in subsection (u)(3), by striking ``Board''
each place that term appears and inserting ``Agency'';
(7) in section 129C (15 U.S.C. 1639c)--
(A) in subsection (b)(2)(B), by striking the second
period at the end; and
(B) in subsection (c)(1)(B)(ii)(I), by striking ``a
original'' and inserting ``an original'';
(8) in section 148(d) (15 U.S.C. 1665c(d)), by striking
``Bureau'' and inserting ``Board'';
(9) in section 149 (15 U.S.C. 1665d)--
(A) by striking ``the Director of the Office of
Thrift Supervision,'' each place that term appears;
(B) by striking ``National Credit Union
Administration Bureau'' and inserting ``National Credit
Union Administration Board'' each place that term
appears; and
(C) by striking ``Bureau of Directors of the
Federal Deposit Insurance Corporation'' and inserting
``Board of Directors of the Federal Deposit Insurance
Corporation'' each place that term appears; and
(10) in section 181(1) (15 U.S.C. 1667(1)), by striking
``103(g)'' and inserting ``103(h)''.
(oo) Truth in Savings Act.--The Truth in Savings Act (12 U.S.C.
4301 et seq.) is amended in each of sections 269(a)(4) (12 U.S.C.
4308(a)(4)), 270(a)(2) (12 U.S.C. 4309(a)(2)), and 274(6) (12 U.S.C.
4313(6)), by striking ``Administration Bureau'' each place that term
appears and inserting ``Administration Board''.
<all>