[House Report 115-443]
[From the U.S. Government Publishing Office]
115th Congress } { Report
HOUSE OF REPRESENTATIVES
1st Session } { 115-443
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PROVIDING FOR CONSIDERATION OF THE BILL (H.R. 477) TO AMEND THE
SECURITIES EXCHANGE ACT OF 1934 TO EXEMPT FROM REGISTRATION BROKERS
PERFORMING SERVICES IN CONNECTION WITH THE TRANSFER OF OWNERSHIP OF
SMALLER PRIVATELY HELD COMPANIES; PROVIDING FOR CONSIDERATION OF THE
BILL (H.R. 3971) TO AMEND THE TRUTH IN LENDING ACT AND THE REAL ESTATE
SETTLEMENT PROCEDURES ACT OF 1974 TO MODIFY THE REQUIREMENTS FOR
COMMUNITY FINANCIAL INSTITUTIONS WITH RESPECT TO CERTAIN RULES RELATING
TO MORTGAGE LOANS, AND FOR OTHER PURPOSES; AND PROVIDING FOR
CONSIDERATION OF THE JOINT RESOLUTION (H.J. RES. 123) MAKING FURTHER
CONTINUING APPROPRIATIONS FOR FISCAL YEAR 2018, AND FOR OTHER PURPOSES
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December 6, 2017.--Referred to the House Calendar and ordered to be
printed
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Mr. Woodall, from the Committee on Rules, submitted the following
R E P O R T
[To accompany H. Res. 647]
The Committee on Rules, having had under consideration
House Resolution 647, by a record vote of 8 to 4, report the
same to the House with the recommendation that the resolution
be adopted.
SUMMARY OF PROVISIONS OF THE RESOLUTION
The resolution provides for consideration of H.R. 477, the
Small Business Mergers, Acquisitions, Sales, and Brokerage
Simplification Act of 2017, under a structured rule. The
resolution provides one hour of debate equally divided and
controlled by the chair and ranking minority member of the
Committee on Financial Services. The resolution waives all
points of order against consideration of the bill. The
resolution provides that an amendment in the nature of a
substitute consisting of the text of Rules Committee Print 115-
43 shall be considered as adopted and the bill, as amended,
shall be considered as read. The resolution waives all points
of order against provisions in the bill, as amended. The
resolution makes in order only the further amendment printed in
part A of this report, if offered by the Member designated in
this report, which shall be considered as read, shall be
debatable for the time specified in this report equally divided
and controlled by the proponent and an opponent, shall not be
subject to amendment, and shall not be subject to a demand for
division of the question. The resolution waives all points of
order against the amendment printed in part A of this report.
The resolution provides one motion to recommit with or without
instructions.
Section 2 of the resolution provides for consideration of
H.R. 3971, the Community Institution Mortgage Relief Act of
2017, under a structured rule. The resolution provides one hour
of debate equally divided and controlled by the chair and
ranking minority member of the Committee on Financial Services.
The resolution waives all points of order against consideration
of the bill. The resolution provides that an amendment in the
nature of a substitute consisting of the text of Rules
Committee Print 115-44 shall be considered as adopted and the
bill, as amended, shall be considered as read. The resolution
waives all points of order against provisions in the bill, as
amended. The resolution makes in order only the further
amendment printed in part B of this report, if offered by the
Member designated in this report, which shall be considered as
read, shall be debatable for the time specified in this report
equally divided and controlled by the proponent and an
opponent, shall not be subject to amendment, and shall not be
subject to a demand for division of the question. The
resolution waives all points of order against the amendment
printed in part B of this report. The resolution provides for
one motion to recommit with or without instructions.
Section 3 of the resolution provides for consideration of
H.J. Res. 123, Making further continuing appropriations for
fiscal year 2018, and for other purposes, under a closed rule.
The resolution provides one hour of debate equally divided and
controlled by the chair and ranking minority member of the
Committee on Appropriations. The resolution waives all points
of order against consideration of the joint resolution. The
resolution provides that the joint resolution shall be
considered as read. The resolution waives all points of order
against provisions in the joint resolution. The resolution
provides one motion to recommit.
EXPLANATION OF WAIVERS
Although the resolution waives all points of order against
consideration of H.R. 477, the Committee is not aware of any
points of order. The waiver is prophylactic in nature.
Although the resolution waives all points of order against
provisions in H.R. 477, as amended, the Committee is not aware
of any points of order. The waiver is prophylactic in nature.
Although the resolution waives all points of order against
the amendment to H.R. 477 printed in part A of this report, the
Committee is not aware of any points of order. The waiver is
prophylactic in nature.
Although the resolution waives all points of order against
consideration of H.R. 3971, the Committee is not aware of any
points of order. The waiver is prophylactic in nature.
Although the resolution waives all points of order against
provisions in H.R. 3971, as amended, the Committee is not aware
of any points of order. The waiver is prophylactic in nature.
Although the resolution waives all points of order against
the amendment to H.R. 3971 printed in part B of this report,
the Committee is not aware of any points of order. The waiver
is prophylactic in nature.
The waiver of all points of order against consideration of
H.J. Res. 123 includes a waiver of the following:
Section 302(f) of the Congressional Budget
Act, which prohibits consideration of legislation
providing new budget authority in excess of a 302(a)
allocation of such authority;
Section 311 of the Congressional Budget Act,
which prohibits consideration of legislation that would
cause the level of total new budget authority for the
first fiscal year to be exceeded; and
Section 314 of the Congressional Budget Act,
which prohibits the consideration of legislation that
provides budget authority for a fiscal year that
exceeds either of the discretionary statutory spending
limits.
Although the resolution waives all points of order against
provisions in H.J. Res. 123, the Committee is not aware of any
points of order. The waiver is prophylactic in nature.
COMMITTEE VOTES
The results of each record vote on an amendment or motion
to report, together with the names of those voting for and
against, are printed below:
Rules Committee record vote No. 160
Motion by Mr. Polis to make in order and provide the
appropriate waivers to amendment #1, offered by Rep. Polis (CO)
and Rep. Gallego (AZ), which inserts the text of the Bears Ears
National Monument Expansion Act, in order to protect the
original acreage identified by the tribes as housing culturally
sensitive artifacts and sacred land and allow 20 minutes of
debate; and make in order and provide the necessary waivers to
amendment #2, offered by Rep. Polis (CO), which inserts the
text of the DREAM Act, allowing DACA beneficiaries to earn
lawful permanent residence by completing education, work, or
military requirements, ultimately providing a pathway to
citizenship and allow 2 hours of debate. Defeated: 4-8
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Majority Members Vote Minority Members Vote
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Mr. Cole........................................ Nay Ms. Slaughter..................... Yea
Mr. Woodall..................................... Nay Mr. McGovern...................... Yea
Mr. Burgess..................................... Nay Mr. Hastings of Florida........... Yea
Mr. Collins..................................... ............ Mr. Polis......................... Yea
Mr. Byrne....................................... Nay
Mr. Newhouse.................................... Nay
Mr. Buck........................................ Nay
Ms. Cheney...................................... Nay
Mr. Sessions, Chairman.......................... Nay
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Rules Committee record vote No. 161
Motion by Mr. Cole to report the rule. Adopted: 8-4
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Majority Members Vote Minority Members Vote
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Mr. Cole........................................ Yea Ms. Slaughter..................... Nay
Mr. Woodall..................................... Yea Mr. McGovern...................... Nay
Mr. Burgess..................................... Yea Mr. Hastings of Florida........... Nay
Mr. Collins..................................... ............ Mr. Polis......................... Nay
Mr. Byrne....................................... Yea
Mr. Newhouse.................................... Yea
Mr. Buck........................................ Yea
Ms. Cheney...................................... Yea
Mr. Sessions, Chairman.......................... Yea
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SUMMARY OF THE AMENDMENT TO H.R. 477 IN PART A MADE IN ORDER
1. Sherman (CA), Huizenga (MI): Makes several changes that
provide additional protections for investors and small
businesses, which will align the bill with a Securities and
Exchange Commission no-action letter issued January 31, 2014.
Specifically the amendment includes provisions that would
prohibit passive buyers in the M&A transaction, prohibit M&A
brokers from binding a party to a transfer of ownership,
prohibit M&A brokers from providing financing for the transfer,
and require M&A brokers that represent both the buyer and
seller to disclose that to both parties and receive written
consent. (10 minutes)
SUMMARY OF THE AMENDMENT TO H.R. 3971 IN PART B MADE IN ORDER
1. Sherman (CA): Lowers the amount of consolidated assets
of a creditor eligible for the safe harbor from escrow
requirements in the bill from $25,000,000,000 or less to
$10,000,000,000 or less; lowers the number of loans that a
mortgage servicer eligible for exemptions and adjustments from
the Bureau can service annually from 30,000 or fewer mortgage
loans to 20,000 or fewer mortgage loans. (10 minutes)
PART A--TEXT OF AMENDMENT TO H.R. 477 MADE IN ORDER
1. An Amendment To Be Offered by Representative Sherman of California
or His Designee, Debatable for 10 Minutes
Page 2, line 18, strike ``public''.
Page 2, line 19, insert before the period the following ``,
other than a business combination related shell company''.
Page 2, after line 19, insert the following:
(iv) Directly, or indirectly through
any of its affiliates, provides
financing related to the transfer of
ownership of an eligible privately held
company.
(v) Assists any party to obtain
financing from an unaffiliated third
party without--
(I) complying with all other
applicable laws in connection
with such assistance,
including, if applicable,
Regulation T (12 C.F.R. 220 et
seq.); and
(II) disclosing any
compensation in writing to the
party.
(vi) Represents both the buyer and
the seller in the same transaction
without providing clear written
disclosure as to the parties the broker
represents and obtaining written
consent from both parties to the joint
representation.
(vii) Facilitates a transaction with
a group of buyers formed with the
assistance of the M&A broker to acquire
the eligible privately held company.
(viii) Engages in a transaction
involving the transfer of ownership of
an eligible privately held company to a
passive buyer or group of passive
buyers. For purposes of the preceding
sentence, a buyer that is actively
involved in managing the acquired
company is not a passive buyer,
regardless of whether such buyer is
itself owned by passive beneficial
owners.
(ix) Binds a party to a transfer of
ownership of an eligible privately held
company.
Page 3, after line 16, insert the following (and redesignate
subsequent clauses accordingly):
``(i) Business combination related
shell company.--The term `business
combination related shell company'
means a shell company that is formed by
an entity that is not a shell company--
``(I) solely for the purpose
of changing the corporate
domicile of that entity solely
within the United States; or
``(II) solely for the purpose
of completing a business
combination transaction (as
defined under section
230.165(f) of title 17, Code of
Federal Regulations) among one
or more entities other than the
company itself, none of which
is a shell company.''.
Page 4, line 1, strike ``officer exercising'' and insert
``corporate officer of a corporation or limited liability
company, and exercises''.
Page 4, line 4, strike ``20'' and insert ``25''.
Page 4, line 7, strike ``20'' and insert ``25''.
Page 4, line 12, strike ``20'' and insert ``25''.
Page 5, after line 18, insert the following flush-left text:
``For purposes of this subclause, the Commission may by rule
modify the dollar figures if the Commission determines that
such a modification is necessary or appropriate in the public
interest or for the protection of investors.''.
Page 7, strike lines 15 through 25 and insert the following:
``(v) Shell company.--The term `shell
company' means a company that at the
time of a transaction with an eligible
privately held company--
``(I) has no or nominal
operations; and
``(II) has--''.
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PART B--TEXT OF AMENDMENT TO H.R. 3971 MADE IN ORDER
1. An Amendment To Be Offered by Representative Sherman of California
or His Designee, Debatable for 10 Minutes
Page 1, line 16, strike ``$25,000,000,000'' and insert
``$10,000,000,000''.
Page 2, line 20, strike ``30,000'' and insert ``20,000''.
[all]