I 

114TH CONGRESS 

1ST SESSION H. R. 37 

To make technical corrections to the Dodd-Frank Wall Street Reform and 

Consumer Protection Act, to enhance the ability of small and emerging 

growth companies to access capital through public and private markets, 

to reduce regulatory burdens, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

JANUARY 6, 2015 

Mr. FITZPATRICK (for himself, Mr. GOSAR, Mr. BARR, and Mr. FINCHER) introduced the following bill; which was referred to the Committee on Financial Services, and in addition to the Committee on Agriculture, 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 make technical corrections to the Dodd-Frank Wall Street 

Reform and Consumer Protection Act, to enhance the 

ability of small and emerging growth companies to access 

capital through public and private markets, to reduce 

regulatory burdens, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Promoting Job Cre5 ation and Reducing Small Business Burdens Act’’. 


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1 SEC. 2. TABLE OF CONTENTS. 

2 The table of contents for this Act is as follows: 

Sec. 1. Short title. 

Sec. 2. Table of contents. 

TITLE I—BUSINESS RISK MITIGATION AND PRICE STABILIZATION 

ACT 

Sec. 101. Margin requirements. 

Sec. 102. Implementation. 

TITLE II—TREATMENT OF AFFILIATE TRANSACTIONS 

Sec. 201. Treatment of affiliate transactions. 

TITLE III—HOLDING COMPANY REGISTRATION THRESHOLD 

EQUALIZATION ACT 

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

TITLE IV—SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, 

AND BROKERAGE SIMPLIFICATION ACT 

Sec. 401. Registration exemption for merger and acquisition brokers. 

Sec. 402. Effective date. 

TITLE V—SWAP DATA REPOSITORY AND CLEARINGHOUSE 

INDEMNIFICATION CORRECTIONS 

Sec. 501. Repeal of indemnification requirements. 

TITLE VI—IMPROVING ACCESS TO CAPITAL FOR EMERGING 

GROWTH COMPANIES ACT 

Sec. 601. Filing requirement for public filing prior to public offering. 

Sec. 602. Grace period for change of status of emerging growth companies. 

Sec. 603. Simplified disclosure requirements for emerging growth companies. 

TITLE VII—SMALL COMPANY DISCLOSURE SIMPLIFICATION ACT 

Sec. 701. Exemption from XBRL requirements for emerging growth companies 

and other smaller companies. 

Sec. 702. Analysis by the SEC. 

Sec. 703. Report to Congress. 

Sec. 704. Definitions. 

TITLE VIII—RESTORING PROVEN FINANCING FOR AMERICAN 

EMPLOYERS ACT 

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

TITLE IX—SBIC ADVISERS RELIEF ACT 

Sec. 901. Advisers of SBICs and venture capital funds. 

Sec. 902. Advisers of SBICs and private funds. 

Sec. 903. Relationship to State law. 


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TITLE X—DISCLOSURE MODERNIZATION AND SIMPLIFICATION 

ACT 

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

Sec. 1002. Improvement of regulation S–K. 

Sec. 1003. Study on modernization and simplification of regulation S–K. 

TITLE XI—ENCOURAGING EMPLOYEE OWNERSHIP ACT 

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

plans. 

1 TITLE I—BUSINESS RISK MITI2 GATION AND PRICE STA3 BILIZATION ACT 

4 SEC. 101. MARGIN REQUIREMENTS. 

5 (a) COMMODITY EXCHANGE ACT AMENDMENT.— 

6 Section 4s(e) of the Commodity Exchange Act (7 U.S.C. 

7 6s(e)), as added by section 731 of the Dodd-Frank Wall 

8 Street Reform and Consumer Protection Act, is amended 

9 by adding at the end the following new paragraph: 

10 ‘‘(4) APPLICABILITY WITH RESPECT TO

11 COUNTERPARTIES.—The requirements of paragraphs 

12 (2)(A)(ii) and (2)(B)(ii), including the initial and 

13 variation margin requirements imposed by rules 

14 adopted pursuant to paragraphs (2)(A)(ii) and 

15 (2)(B)(ii), shall not apply to a swap in which a 

16 counterparty qualifies for an exception under section 

17 2(h)(7)(A), or an exemption issued under section 

18 4(c)(1) from the requirements of section 2(h)(1)(A) 

19 for cooperative entities as defined in such exemption, 

20 or satisfies the criteria in section 2(h)(7)(D).’’. 


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1 (b) SECURITIES EXCHANGE ACT AMENDMENT.— 

2 Section 15F(e) of the Securities Exchange Act of 1934 

3 (15 U.S.C. 78o–10(e)), as added by section 764(a) of the 

4 Dodd-Frank Wall Street Reform and Consumer Protec5 tion Act, is amended by adding at the end the following 

6 new paragraph: 

7 ‘‘(4) APPLICABILITY WITH RESPECT TO

8 COUNTERPARTIES.—The requirements of paragraphs 

9 (2)(A)(ii) and (2)(B)(ii) shall not apply to a secu10 rity-based swap in which a counterparty qualifies for 

11 an exception under section 3C(g)(1) or satisfies the 

12 criteria in section 3C(g)(4).’’. 

13 SEC. 102. IMPLEMENTATION. 

14 The amendments made by this title to the Commodity 

15 Exchange Act shall be implemented— 

16 (1) without regard to— 

17 (A) chapter 35 of title 44, United States 

18 Code; and 

19 (B) the notice and comment provisions of 

20 section 553 of title 5, United States Code; 

21 (2) through the promulgation of an interim 

22 final rule, pursuant to which public comment will be 

23 sought before a final rule is issued; and 

24 (3) such that paragraph (1) shall apply solely 

25 to changes to rules and regulations, or proposed 


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1 rules and regulations, that are limited to and di2 rectly a consequence of such amendments. 

3 TITLE II—TREATMENT OF 

4 AFFILIATE TRANSACTIONS 

5 SEC. 201. TREATMENT OF AFFILIATE TRANSACTIONS. 

6 (a) IN GENERAL.— 

7 (1) COMMODITY EXCHANGE ACT AMEND8 MENT.—Section 2(h)(7)(D)(i) of the Commodity Ex9 change Act (7 U.S.C. 2(h)(7)(D)(i)) is amended to 

10 read as follows: 

11 ‘‘(i) IN GENERAL.—An affiliate of a 

12 person that qualifies for an exception 

13 under subparagraph (A) (including affiliate 

14 entities predominantly engaged in pro15 viding financing for the purchase of the 

16 merchandise or manufactured goods of the 

17 person) may qualify for the exception only 

18 if the affiliate enters into the swap to 

19 hedge or mitigate the commercial risk of 

20 the person or other affiliate of the person 

21 that is not a financial entity, provided that 

22 if the hedge or mitigation of such commer23 cial risk is addressed by entering into a 

24 swap with a swap dealer or major swap 

25 participant, an appropriate credit support 


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1 measure or other mechanism must be uti2 lized.’’. 

3 (2) SECURITIES EXCHANGE ACT OF 1934

4 AMENDMENT.—Section 3C(g)(4)(A) of the Securities 

5 Exchange Act of 1934 (15 U.S.C. 78c–3(g)(4)(A)) 

6 is amended to read as follows: 

7 ‘‘(A) IN GENERAL.—An affiliate of a per8 son that qualifies for an exception under para9 graph (1) (including affiliate entities predomi10 nantly engaged in providing financing for the 

11 purchase of the merchandise or manufactured 

12 goods of the person) may qualify for the excep13 tion only if the affiliate enters into the security14 based swap to hedge or mitigate the commercial 

15 risk of the person or other affiliate of the per16 son that is not a financial entity, provided that 

17 if the hedge or mitigation such commercial risk 

18 is addressed by entering into a security-based 

19 swap with a security-based swap dealer or 

20 major security-based swap participant, an ap21 propriate credit support measure or other 

22 mechanism must be utilized.’’. 

23 (b) APPLICABILITY OF CREDIT SUPPORT MEASURE

24 REQUIREMENT.—The requirements in section 

25 2(h)(7)(D)(i) of the Commodity Exchange Act and section 


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1 3C(g)(4)(A) of the Securities Exchange Act of 1934, as 

2 amended by subsection (a), requiring that a credit support 

3 measure or other mechanism be utilized if the transfer of 

4 commercial risk referred to in such sections is addressed 

5 by entering into a swap with a swap dealer or major swap 

6 participant or a security-based swap with a security-based 

7 swap dealer or major security-based swap participant, as 

8 appropriate, shall not apply with respect to swaps or secu9 rity-based swaps, as appropriate, entered into before the 

10 date of the enactment of this Act. 

11 TITLE III—HOLDING COMPANY 

12 REGISTRATION THRESHOLD 

13 EQUALIZATION ACT 

14 SEC. 301. REGISTRATION THRESHOLD FOR SAVINGS AND 

15 LOAN HOLDING COMPANIES. 

16 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

17 et seq.) is amended— 

18 (1) in section 12(g)— 

19 (A) in paragraph (1)(B), by inserting after 

20 ‘‘is a bank’’ the following: ‘‘, a savings and loan 

21 holding company (as defined in section 10 of 

22 the Home Owners’ Loan Act),’’; and 

23 (B) in paragraph (4), by inserting after 

24 ‘‘case of a bank’’ the following: ‘‘, a savings and 


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1 loan holding company (as defined in section 10 

2 of the Home Owners’ Loan Act),’’; and 

3 (2) in section 15(d), by striking ‘‘case of bank’’ 

4 and inserting the following: ‘‘case of a bank, a sav5 ings and loan holding company (as defined in section 

6 10 of the Home Owners’ Loan Act),’’. 

7 TITLE IV—SMALL BUSINESS 

8 MERGERS, ACQUISITIONS, 

9 SALES, AND BROKERAGE SIM10 PLIFICATION ACT 

11 SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND 

12 ACQUISITION BROKERS. 

13 Section 15(b) of the Securities Exchange Act of 1934 

14 (15 U.S.C. 78o(b)) is amended by adding at the end the 

15 following: 

16 ‘‘(13) REGISTRATION EXEMPTION FOR MERGER

17 AND ACQUISITION BROKERS.— 

18 ‘‘(A) IN GENERAL.—Except as provided in 

19 subparagraph (B), an M&A broker shall be ex20 empt from registration under this section. 

21 ‘‘(B) EXCLUDED ACTIVITIES.—An M&A 

22 broker is not exempt from registration under 

23 this paragraph if such broker does any of the 

24 following: 


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1 ‘‘(i) Directly or indirectly, in connec2 tion with the transfer of ownership of an 

3 eligible privately held company, receives, 

4 holds, transmits, or has custody of the 

5 funds or securities to be exchanged by the 

6 parties to the transaction. 

7 ‘‘(ii) Engages on behalf of an issuer in 

8 a public offering of any class of securities 

9 that is registered, or is required to be reg10 istered, with the Commission under section 

11 12 or with respect to which the issuer files, 

12 or is required to file, periodic information, 

13 documents, and reports under subsection 

14 (d). 

15 ‘‘(C) RULE OF CONSTRUCTION.—Nothing 

16 in this paragraph shall be construed to limit 

17 any other authority of the Commission to ex18 empt any person, or any class of persons, from 

19 any provision of this title, or from any provision 

20 of any rule or regulation thereunder. 

21 ‘‘(D) DEFINITIONS.—In this paragraph: 

22 ‘‘(i) CONTROL.—The term ‘control’ 

23 means the power, directly or indirectly, to 

24 direct the management or policies of a 

25 company, whether through ownership of 


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1 securities, by contract, or otherwise. There 

2 is a presumption of control for any person 

3 who— 

4 ‘‘(I) is a director, general part5 ner, member or manager of a limited 

6 liability company, or officer exercising 

7 executive responsibility (or has similar 

8 status or functions); 

9 ‘‘(II) has the right to vote 20 

10 percent or more of a class of voting 

11 securities or the power to sell or direct 

12 the sale of 20 percent or more of a 

13 class of voting securities; or 

14 ‘‘(III) in the case of a partner15 ship or limited liability company, has 

16 the right to receive upon dissolution, 

17 or has contributed, 20 percent or 

18 more of the capital. 

19 ‘‘(ii) ELIGIBLE PRIVATELY HELD

20 COMPANY.—The term ‘eligible privately 

21 held company’ means a company that 

22 meets both of the following conditions: 

23 ‘‘(I) The company does not have 

24 any class of securities registered, or 

25 required to be registered, with the 


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1 Commission under section 12 or with 

2 respect to which the company files, or 

3 is required to file, periodic informa4 tion, documents, and reports under 

5 subsection (d). 

6 ‘‘(II) In the fiscal year ending 

7 immediately before the fiscal year in 

8 which the services of the M&A broker 

9 are initially engaged with respect to 

10 the securities transaction, the com11 pany meets either or both of the fol12 lowing conditions (determined in ac13 cordance with the historical financial 

14 accounting records of the company): 

15 ‘‘(aa) The earnings of the 

16 company before interest, taxes, 

17 depreciation, and amortization 

18 are less than $25,000,000. 

19 ‘‘(bb) The gross revenues of 

20 the company are less than 

21 $250,000,000. 

22 ‘‘(iii) M&A BROKER.—The term ‘M&A 

23 broker’ means a broker, and any person 

24 associated with a broker, engaged in the 

25 business of effecting securities transactions 


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1 solely in connection with the transfer of 

2 ownership of an eligible privately held com3 pany, regardless of whether the broker acts 

4 on behalf of a seller or buyer, through the 

5 purchase, sale, exchange, issuance, repur6 chase, or redemption of, or a business com7 bination involving, securities or assets of 

8 the eligible privately held company, if the 

9 broker reasonably believes that— 

10 ‘‘(I) upon consummation of the 

11 transaction, any person acquiring se12 curities or assets of the eligible pri13 vately held company, acting alone or 

14 in concert, will control and, directly or 

15 indirectly, will be active in the man16 agement of the eligible privately held 

17 company or the business conducted 

18 with the assets of the eligible privately 

19 held company; and 

20 ‘‘(II) if any person is offered se21 curities in exchange for securities or 

22 assets of the eligible privately held 

23 company, such person will, prior to 

24 becoming legally bound to consum25 mate the transaction, receive or have 


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1 reasonable access to the most recent 

2 year-end balance sheet, income state3 ment, statement of changes in finan4 cial position, and statement of owner’s 

5 equity of the issuer of the securities 

6 offered in exchange, and, if the finan7 cial statements of the issuer are au8 dited, the related report of the inde9 pendent auditor, a balance sheet 

10 dated not more than 120 days before 

11 the date of the offer, and information 

12 pertaining to the management, busi13 ness, results of operations for the pe14 riod covered by the foregoing financial 

15 statements, and material loss contin16 gencies of the issuer. 

17 ‘‘(E) INFLATION ADJUSTMENT.— 

18 ‘‘(i) IN GENERAL.—On the date that 

19 is 5 years after the date of the enactment 

20 of this paragraph, and every 5 years there21 after, each dollar amount in subparagraph 

22 (D)(ii)(II) shall be adjusted by— 

23 ‘‘(I) dividing the annual value of 

24 the Employment Cost Index For 

25 Wages and Salaries, Private Industry 


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1 Workers (or any successor index), as 

2 published by the Bureau of Labor 

3 Statistics, for the calendar year pre4 ceding the calendar year in which the 

5 adjustment is being made by the an6 nual value of such index (or suc7 cessor) for the calendar year ending 

8 December 31, 2014; and 

9 ‘‘(II) multiplying such dollar 

10 amount by the quotient obtained 

11 under subclause (I). 

12 ‘‘(ii) ROUNDING.—Each dollar 

13 amount determined under clause (i) shall 

14 be rounded to the nearest multiple of 

15 $100,000.’’. 

16 SEC. 402. EFFECTIVE DATE. 

17 This Act and any amendment made by this Act shall 

18 take effect on the date that is 90 days after the date of 

19 the enactment of this Act. 


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1 TITLE V—SWAP DATA REPOSI2 TORY AND CLEARINGHOUSE 

3 INDEMNIFICATION CORREC4 TIONS 

5 SEC. 501. REPEAL OF INDEMNIFICATION REQUIREMENTS. 

6 (a) DERIVATIVES CLEARING ORGANIZATIONS.—Sec7 tion 5b(k)(5) of the Commodity Exchange Act (7 U.S.C. 

8 7a–1(k)(5)) is amended to read as follows: 

9 ‘‘(5) CONFIDENTIALITY AGREEMENT.—Before 

10 the Commission may share information with any en11 tity described in paragraph (4), the Commission 

12 shall receive a written agreement from each entity 

13 stating that the entity shall abide by the confiden14 tiality requirements described in section 8 relating to 

15 the information on swap transactions that is pro16 vided.’’. 

17 (b) SWAP DATA REPOSITORIES.—Section 21(d) of 

18 the Commodity Exchange Act (7 U.S.C. 24a(d)) is amend19 ed to read as follows: 

20 ‘‘(d) CONFIDENTIALITY AGREEMENT.—Before the 

21 swap data repository may share information with any enti22 ty described in subsection (c)(7), the swap data repository 

23 shall receive a written agreement from each entity stating 

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1 ments described in section 8 relating to the information 

2 on swap transactions that is provided.’’. 

3 (c) SECURITY-BASED SWAP DATA REPOSITORIES.— 

4 Section 13(n)(5)(H) of the Securities Exchange Act of 

5 1934 (15 U.S.C. 78m(n)(5)(H)) is amended to read as 

6 follows: 

7 ‘‘(H) CONFIDENTIALITY AGREEMENT.— 

8 Before the security-based swap data repository 

9 may share information with any entity de10 scribed in subparagraph (G), the security-based 

11 swap data repository shall receive a written 

12 agreement from each entity stating that the en13 tity shall abide by the confidentiality require14 ments described in section 24 relating to the in15 formation on security-based swap transactions 

16 that is provided.’’. 

17 (d) EFFECTIVE DATE.—The amendments made by 

18 this Act shall take effect as if enacted as part of the Dodd19 Frank Wall Street Reform and Consumer Protection Act 

20 (Public Law 111–203) on July 21, 2010. 


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1 TITLE VI—IMPROVING ACCESS 

2 TO CAPITAL FOR EMERGING 

3 GROWTH COMPANIES ACT 

4 SEC. 601. FILING REQUIREMENT FOR PUBLIC FILING 

5 PRIOR TO PUBLIC OFFERING. 

6 Section 6(e)(1) of the Securities Act of 1933 (15 

7 U.S.C. 77f(e)(1)) is amended by striking ‘‘21 days’’ and 

8 inserting ‘‘15 days’’. 

9 SEC. 602. GRACE PERIOD FOR CHANGE OF STATUS OF 

10 EMERGING GROWTH COMPANIES. 

11 Section 6(e)(1) of the Securities Act of 1933 (15 

12 U.S.C. 77f(e)(1)) is further amended by adding at the end 

13 the following: ‘‘An issuer that was an emerging growth 

14 company at the time it submitted a confidential registra15 tion statement or, in lieu thereof, a publicly filed registra16 tion statement for review under this subsection but ceases 

17 to be an emerging growth company thereafter shall con18 tinue to be treated as an emerging market growth com19 pany for the purposes of this subsection through the ear20 lier of the date on which the issuer consummates its initial 

21 public offering pursuant to such registrations statement 

22 or the end of the 1-year period beginning on the date the 

23 company ceases to be an emerging growth company.’’. 


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1 SEC. 603. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR 

2 EMERGING GROWTH COMPANIES. 

3 Section 102 of the Jumpstart Our Business Startups 

4 Act (Public Law 112–106) is amended by adding at the 

5 end the following: 

6 ‘‘(d) SIMPLIFIED DISCLOSURE REQUIREMENTS.— 

7 With respect to an emerging growth company (as such 

8 term is defined under section 2 of the Securities Act of 

9 1933): 

10 ‘‘(1) REQUIREMENT TO INCLUDE NOTICE ON

11 FORM S–1.—Not later than 30 days after the date 

12 of enactment of this subsection, the Securities and 

13 Exchange Commission shall revise its general in14 structions on Form S–1 to indicate that a registra15 tion statement filed (or submitted for confidential 

16 review) by an issuer prior to an initial public offer17 ing may omit financial information for historical pe18 riods otherwise required by regulation S–X (17 

19 C.F.R. 210.1–01 et seq.) as of the time of filing (or 

20 confidential submission) of such registration state21 ment, provided that— 

22 ‘‘(A) the omitted financial information re23 lates to a historical period that the issuer rea24 sonably believes will not be required to be in25 cluded in the Form S–1 at the time of the con26 templated offering; and 


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1 ‘‘(B) prior to the issuer distributing a pre2 liminary prospectus to investors, such registra3 tion statement is amended to include all finan4 cial information required by such regulation S– 

5 X at the date of such amendment. 

6 ‘‘(2) RELIANCE BY ISSUERS.—Effective 30 days 

7 after the date of enactment of this subsection, an 

8 issuer filing a registration statement (or submitting 

9 the statement for confidential review) on Form S– 

10 1 may omit financial information for historical peri11 ods otherwise required by regulation S–X (17 C.F.R. 

12 210.1–01 et seq.) as of the time of filing (or con13 fidential submission) of such registration statement, 

14 provided that— 

15 ‘‘(A) the omitted financial information re16 lates to a historical period that the issuer rea17 sonably believes will not be required to be in18 cluded in the Form S–1 at the time of the con19 templated offering; and 

20 ‘‘(B) prior to the issuer distributing a pre21 liminary prospectus to investors, such registra22 tion statement is amended to include all finan23 cial information required by such regulation S– 

24 X at the date of such amendment.’’. 


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1 TITLE VII—SMALL COMPANY 

2 DISCLOSURE SIMPLIFICA3 TION ACT 

4 SEC. 701. EXEMPTION FROM XBRL REQUIREMENTS FOR 

5 EMERGING GROWTH COMPANIES AND OTHER 

6 SMALLER COMPANIES. 

7 (a) EXEMPTION FOR EMERGING GROWTH COMPA8 NIES.—Emerging growth companies are exempted from 

9 the requirements to use Extensible Business Reporting 

10 Language (XBRL) for financial statements and other 

11 periodic reporting required to be filed with the Commis12 sion under the securities laws. Such companies may elect 

13 to use XBRL for such reporting. 

14 (b) EXEMPTION FOR OTHER SMALLER COMPA15 NIES.—Issuers with total annual gross revenues of less 

16 than $250,000,000 are exempt from the requirements to 

17 use XBRL for financial statements and other periodic re18 porting required to be filed with the Commission under 

19 the securities laws. Such issuers may elect to use XBRL 

20 for such reporting. An exemption under this subsection 

21 shall continue in effect until— 

22 (1) the date that is five years after the date of 

23 enactment of this Act; or 

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1 ducting the analysis required by section 702, that 

2 the benefits of such requirements to such issuers 

3 outweigh the costs, but no earlier than three years 

4 after enactment of this Act. 

5 (c) MODIFICATIONS TO REGULATIONS.—Not later 

6 than 60 days after the date of enactment of this Act, the 

7 Commission shall revise its regulations under parts 229, 

8 230, 232, 239, 240, and 249 of title 17, Code of Federal 

9 Regulations, to reflect the exemptions set forth in sub10 sections (a) and (b). 

11 SEC. 702. ANALYSIS BY THE SEC. 

12 The Commission shall conduct an analysis of the 

13 costs and benefits to issuers described in section 701(b) 

14 of the requirements to use XBRL for financial statements 

15 and other periodic reporting required to be filed with the 

16 Commission under the securities laws. Such analysis shall 

17 include an assessment of— 

18 (1) how such costs and benefits may differ from 

19 the costs and benefits identified by the Commission 

20 in the order relating to interactive data to improve 

21 financial reporting (dated January 30, 2009; 74 

22 Fed. Reg. 6776) because of the size of such issuers; 

23 (2) the effects on efficiency, competition, capital 

24 formation, and financing and on analyst coverage of 


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1 such issuers (including any such effects resulting 

2 from use of XBRL by investors); 

3 (3) the costs to such issuers of— 

4 (A) submitting data to the Commission in 

5 XBRL; 

6 (B) posting data on the website of the 

7 issuer in XBRL; 

8 (C) software necessary to prepare, submit, 

9 or post data in XBRL; and 

10 (D) any additional consulting services or 

11 filing agent services; 

12 (4) the benefits to the Commission in terms of 

13 improved ability to monitor securities markets, as14 sess the potential outcomes of regulatory alter15 natives, and enhance investor participation in cor16 porate governance and promote capital formation; 

17 and 

18 (5) the effectiveness of standards in the United 

19 States for interactive filing data relative to the 

20 standards of international counterparts. 

21 SEC. 703. REPORT TO CONGRESS. 

22 Not later than one year after the date of enactment 

23 of this Act, the Commission shall provide the Committee 

24 on Financial Services of the House of Representatives and 


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1 the Committee on Banking, Housing, and Urban Affairs 

2 of the Senate a report regarding— 

3 (1) the progress in implementing XBRL report4 ing within the Commission; 

5 (2) the use of XBRL data by Commission offi6 cials; 

7 (3) the use of XBRL data by investors; 

8 (4) the results of the analysis required by sec9 tion 702; and 

10 (5) any additional information the Commission 

11 considers relevant for increasing transparency, de12 creasing costs, and increasing efficiency of regu13 latory filings with the Commission. 

14 SEC. 704. DEFINITIONS. 

15 As used in this title, the terms ‘‘Commission’’, 

16 ‘‘emerging growth company’’, ‘‘issuer’’, and ‘‘securities 

17 laws’’ have the meanings given such terms in section 3 

18 of the Securities Exchange Act of 1934 (15 U.S.C. 78c). 

19 TITLE VIII—RESTORING PROVEN 

20 FINANCING FOR AMERICAN 

21 EMPLOYERS ACT 

22 SEC. 801. RULES OF CONSTRUCTION RELATING TO 

23 COLLATERALIZED LOAN OBLIGATIONS. 

24 Section 13(c)(2) of the Bank Holding Company Act 

25 of 1956 (12 U.S.C. 1851(c)(2)) is amended— 


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1 (1) by striking ‘‘A banking entity or nonbank 

2 financial company supervised by the Board’’ and in3 serting the following: 

4 ‘‘(A) GENERAL CONFORMANCE PERIOD.— 

5 A banking entity or nonbank financial company 

6 supervised by the Board’’; and 

7 (2) by adding at the end the following: 

8 ‘‘(B) CONFORMANCE PERIOD FOR CERTAIN

9 COLLATERALIZED LOAN OBLIGATIONS.— 

10 ‘‘(i) IN GENERAL.—Notwithstanding 

11 subparagraph (A), a banking entity or 

12 nonbank financial company supervised by 

13 the Board shall bring its activities related 

14 to or investments in a debt security of a 

15 collateralized loan obligation issued before 

16 January 31, 2014, into compliance with 

17 the requirements of subsection (a)(1)(B) 

18 and any applicable rules relating to sub19 section (a)(1)(B) not later than July 21, 

20 2019. 

21 ‘‘(ii) COLLATERALIZED LOAN OBLIGA22 TION.—For purposes of this subparagraph, 

23 the term ‘collateralized loan obligation’ 

24 means any issuing entity of an asset25 backed security, as defined in section 


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1 3(a)(77) of the Securities Exchange Act of 

2 1934 (15 U.S.C. 78c(a)(77)), that is com3 prised primarily of commercial loans.’’. 

4 TITLE IX—SBIC ADVISERS 

5 RELIEF ACT 

6 SEC. 901. ADVISERS OF SBICS AND VENTURE CAPITAL 

7 FUNDS. 

8 Section 203(l) of the Investment Advisers Act of 

9 1940 (15 U.S.C. 80b–3(l)) is amended— 

10 (1) by striking ‘‘No investment adviser’’ and in11 serting the following: 

12 ‘‘(1) IN GENERAL.—No investment adviser’’; 

13 and 

14 (2) by adding at the end the following: 

15 ‘‘(2) ADVISERS OF SBICS.—For purposes of this 

16 subsection, a venture capital fund includes an entity 

17 described in subparagraph (A), (B), or (C) of sub18 section (b)(7) (other than an entity that has elected 

19 to be regulated or is regulated as a business develop20 ment company pursuant to section 54 of the Invest21 ment Company Act of 1940).’’. 

22 SEC. 902. ADVISERS OF SBICS AND PRIVATE FUNDS. 

23 Section 203(m) of the Investment Advisers Act of 

24 1940 (15 U.S.C. 80b–3(m)) is amended by adding at the 

25 end the following: 


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1 ‘‘(3) ADVISERS OF SBICS.—For purposes of this 

2 subsection, the assets under management of a pri3 vate fund that is an entity described in subpara4 graph (A), (B), or (C) of subsection (b)(7) (other 

5 than an entity that has elected to be regulated or is 

6 regulated as a business development company pursu7 ant to section 54 of the Investment Company Act of 

8 1940) shall be excluded from the limit set forth in 

9 paragraph (1).’’. 

10 SEC. 903. RELATIONSHIP TO STATE LAW. 

11 Section 203A(b)(1) of the Investment Advisers Act 

12 of 1940 (15 U.S.C. 80b–3a(b)(1)) is amended— 

13 (1) in subparagraph (A), by striking ‘‘or’’ at 

14 the end; 

15 (2) in subparagraph (B), by striking the period 

16 at the end and inserting ‘‘; or’’; and 

17 (3) by adding at the end the following: 

18 ‘‘(C) that is not registered under section 

19 203 because that person is exempt from reg20 istration as provided in subsection (b)(7) of 

21 such section, or is a supervised person of such 

22 person.’’. 


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1 TITLE X—DISCLOSURE MOD2 ERNIZATION AND SIM3 PLIFICATION ACT 

4 SEC. 1001. SUMMARY PAGE FOR FORM 10–K. 

5 Not later than the end of the 180-day period begin6 ning on the date of the enactment of this Act, the Securi7 ties and Exchange Commission shall issue regulations to 

8 permit issuers to submit a summary page on form 10– 

9 K (17 C.F.R. 249.310), but only if each item on such 

10 summary page includes a cross-reference (by electronic 

11 link or otherwise) to the material contained in form 10– 

12 K to which such item relates. 

13 SEC. 1002. IMPROVEMENT OF REGULATION S–K. 

14 Not later than the end of the 180-day period begin15 ning on the date of the enactment of this Act, the Securi16 ties and Exchange Commission shall take all such actions 

17 to revise regulation S–K (17 C.F.R. 229.10 et seq.)— 

18 (1) to further scale or eliminate requirements of 

19 regulation S–K, in order to reduce the burden on 

20 emerging growth companies, accelerated filers, 

21 smaller reporting companies, and other smaller 

22 issuers, while still providing all material information 

23 to investors; 


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1 (2) to eliminate provisions of regulation S–K, 

2 required for all issuers, that are duplicative, overlap3 ping, outdated, or unnecessary; and 

4 (3) for which the Commission determines that 

5 no further study under section 1003 is necessary to 

6 determine the efficacy of such revisions to regulation 

7 S–K. 

8 SEC. 1003. STUDY ON MODERNIZATION AND SIMPLIFICA9 TION OF REGULATION S–K. 

10 (a) STUDY.—The Securities and Exchange Commis11 sion shall carry out a study of the requirements contained 

12 in regulation S–K (17 C.F.R. 229.10 et seq.). Such study 

13 shall— 

14 (1) determine how best to modernize and sim15 plify such requirements in a manner that reduces 

16 the costs and burdens on issuers while still providing 

17 all material information; 

18 (2) emphasize a company by company approach 

19 that allows relevant and material information to be 

20 disseminated to investors without boilerplate lan21 guage or static requirements while preserving com22 pleteness and comparability of information across 

23 registrants; and 

24 (3) evaluate methods of information delivery 

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1 aging repetition and the disclosure of immaterial in2 formation. 

3 (b) CONSULTATION.—In conducting the study re4 quired under subsection (a), the Commission shall consult 

5 with the Investor Advisory Committee and the Advisory 

6 Committee on Small and Emerging Companies. 

7 (c) REPORT.—Not later than the end of the 360-day 

8 period beginning on the date of enactment of this Act, the 

9 Commission shall issue a report to the Congress con10 taining— 

11 (1) all findings and determinations made in car12 rying out the study required under subsection (a); 

13 (2) specific and detailed recommendations on 

14 modernizing and simplifying the requirements in 

15 regulation S–K in a manner that reduces the costs 

16 and burdens on companies while still providing all 

17 material information; and 

18 (3) specific and detailed recommendations on 

19 ways to improve the readability and navigability of 

20 disclosure documents and to discourage repetition 

21 and the disclosure of immaterial information. 

22 (d) RULEMAKING.—Not later than the end of the 

23 360-day period beginning on the date that the report is 

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1 sion shall issue a proposed rule to implement the rec2 ommendations of the report issued under subsection (c). 

3 (e) RULE OF CONSTRUCTION.—Revisions made to 

4 regulation S–K by the Commission under section 1002 

5 shall not be construed as satisfying the rulemaking re6 quirements under this section. 

7 TITLE XI—ENCOURAGING 

8 EMPLOYEE OWNERSHIP ACT 

9 SEC. 1101. INCREASED THRESHOLD FOR DISCLOSURES RE10 LATING TO COMPENSATORY BENEFIT PLANS. 

11 Not later than 60 days after the date of the enact12 ment of this Act, the Securities and Exchange Commission 

13 shall revise section 230.701(e) of title 17, Code of Federal 

14 Regulations, so as to increase from $5,000,000 to 

15 $10,000,000 the aggregate sales price or amount of secu16 rities sold during any consecutive 12-month period in ex17 cess of which the issuer is required under such section to 

18 deliver an additional disclosure to investors. The Commis19 sion shall index for inflation such aggregate sales price 

20 or amount every 5 years to reflect the change in the Con21 sumer Price Index for All Urban Consumers published by 

22 the Bureau of Labor Statistics, rounding to the nearest 

23 $1,000,000. 

Æ 


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