IIB 

114TH CONGRESS 

1ST SESSION H. R. 37 

IN THE SENATE OF THE UNITED STATES 

JANUARY 16, 2015 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

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, 


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1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Promoting Job Cre3 ation and Reducing Small Business Burdens Act’’. 

4 SEC. 2. TABLE OF CONTENTS. 

5 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. 


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TITLE IX—SBIC ADVISERS RELIEF ACT 

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

Sec. 902. Advisers of SBICs and private funds. 

Sec. 903. Relationship to State law. 

TITLE X—DISCLOSURE MODERNIZATION AND SIMPLIFICATION 

ACT 

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

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) 


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1 for cooperative entities as defined in such exemption, 

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

3 (b) SECURITIES EXCHANGE ACT AMENDMENT.— 

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

5 (15 U.S.C. 78o–10(e)), as added by section 764(a) of the 

6 Dodd-Frank Wall Street Reform and Consumer Protec7 tion Act, is amended by adding at the end the following 

8 new paragraph: 

9 ‘‘(4) APPLICABILITY WITH RESPECT TO

10 COUNTERPARTIES.—The requirements of paragraphs 

11 (2)(A)(ii) and (2)(B)(ii) shall not apply to a secu12 rity-based swap in which a counterparty qualifies for 

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

14 criteria in section 3C(g)(4).’’. 

15 SEC. 102. IMPLEMENTATION. 

16 The amendments made by this title to the Commodity 

17 Exchange Act shall be implemented— 

18 (1) without regard to— 

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

20 Code; and 

21 (B) the notice and comment provisions of 

22 section 553 of title 5, United States Code; 

23 (2) through the promulgation of an interim 

24 final rule, pursuant to which public comment will be 

25 sought before a final rule is issued; and 


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

2 to changes to rules and regulations, or proposed 

3 rules and regulations, that are limited to and di4 rectly a consequence of such amendments. 

5 TITLE II—TREATMENT OF 

6 AFFILIATE TRANSACTIONS 

7 SEC. 201. TREATMENT OF AFFILIATE TRANSACTIONS. 

8 (a) IN GENERAL.— 

9 (1) COMMODITY EXCHANGE ACT AMEND10 MENT.—Section 2(h)(7)(D)(i) of the Commodity Ex11 change Act (7 U.S.C. 2(h)(7)(D)(i)) is amended to 

12 read as follows: 

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

14 person that qualifies for an exception 

15 under subparagraph (A) (including affiliate 

16 entities predominantly engaged in pro17 viding financing for the purchase of the 

18 merchandise or manufactured goods of the 

19 person) may qualify for the exception only 

20 if the affiliate enters into the swap to 

21 hedge or mitigate the commercial risk of 

22 the person or other affiliate of the person 

23 that is not a financial entity, provided that 

24 if the hedge or mitigation of such commer25 cial risk is addressed by entering into a 


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1 swap with a swap dealer or major swap 

2 participant, an appropriate credit support 

3 measure or other mechanism must be uti4 lized.’’. 

5 (2) SECURITIES EXCHANGE ACT OF 1934

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

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

8 is amended to read as follows: 

9 ‘‘(A) IN GENERAL.—An affiliate of a per10 son that qualifies for an exception under para11 graph (1) (including affiliate entities predomi12 nantly engaged in providing financing for the 

13 purchase of the merchandise or manufactured 

14 goods of the person) may qualify for the excep15 tion only if the affiliate enters into the security16 based swap to hedge or mitigate the commercial 

17 risk of the person or other affiliate of the per18 son that is not a financial entity, provided that 

19 if the hedge or mitigation such commercial risk 

20 is addressed by entering into a security-based 

21 swap with a security-based swap dealer or 

22 major security-based swap participant, an ap23 propriate credit support measure or other 

24 mechanism must be utilized.’’. 


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1 (b) APPLICABILITY OF CREDIT SUPPORT MEASURE

2 REQUIREMENT.—The requirements in section 

3 2(h)(7)(D)(i) of the Commodity Exchange Act and section 

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

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

6 measure or other mechanism be utilized if the transfer of 

7 commercial risk referred to in such sections is addressed 

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

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

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

11 appropriate, shall not apply with respect to swaps or secu12 rity-based swaps, as appropriate, entered into before the 

13 date of the enactment of this Act. 

14 TITLE III—HOLDING COMPANY 

15 REGISTRATION THRESHOLD 

16 EQUALIZATION ACT 

17 SEC. 301. REGISTRATION THRESHOLD FOR SAVINGS AND 

18 LOAN HOLDING COMPANIES. 

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

20 et seq.) is amended— 

21 (1) in section 12(g)— 

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

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

24 holding company (as defined in section 10 of 

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


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

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

3 loan holding company (as defined in section 10 

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

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

6 and inserting the following: ‘‘case of a bank, a sav7 ings and loan holding company (as defined in section 

8 10 of the Home Owners’ Loan Act),’’. 

9 TITLE IV—SMALL BUSINESS 

10 MERGERS, ACQUISITIONS, 

11 SALES, AND BROKERAGE SIM12 PLIFICATION ACT 

13 SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND 

14 ACQUISITION BROKERS. 

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

16 (15 U.S.C. 78o(b)) is amended by adding at the end the 

17 following: 

18 ‘‘(13) REGISTRATION EXEMPTION FOR MERGER

19 AND ACQUISITION BROKERS.— 

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

21 subparagraph (B), an M&A broker shall be ex22 empt from registration under this section. 

23 ‘‘(B) EXCLUDED ACTIVITIES.—An M&A 

24 broker is not exempt from registration under 


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1 this paragraph if such broker does any of the 

2 following: 

3 ‘‘(i) Directly or indirectly, in connec4 tion with the transfer of ownership of an 

5 eligible privately held company, receives, 

6 holds, transmits, or has custody of the 

7 funds or securities to be exchanged by the 

8 parties to the transaction. 

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

10 a public offering of any class of securities 

11 that is registered, or is required to be reg12 istered, with the Commission under section 

13 12 or with respect to which the issuer files, 

14 or is required to file, periodic information, 

15 documents, and reports under subsection 

16 (d). 

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

18 in this paragraph shall be construed to limit 

19 any other authority of the Commission to ex20 empt any person, or any class of persons, from 

21 any provision of this title, or from any provision 

22 of any rule or regulation thereunder. 

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

24 ‘‘(i) CONTROL.—The term ‘control’ 

25 means the power, directly or indirectly, to 


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1 direct the management or policies of a 

2 company, whether through ownership of 

3 securities, by contract, or otherwise. There 

4 is a presumption of control for any person 

5 who— 

6 ‘‘(I) is a director, general part7 ner, member or manager of a limited 

8 liability company, or officer exercising 

9 executive responsibility (or has similar 

10 status or functions); 

11 ‘‘(II) has the right to vote 20 

12 percent or more of a class of voting 

13 securities or the power to sell or direct 

14 the sale of 20 percent or more of a 

15 class of voting securities; or 

16 ‘‘(III) in the case of a partner17 ship or limited liability company, has 

18 the right to receive upon dissolution, 

19 or has contributed, 20 percent or 

20 more of the capital. 

21 ‘‘(ii) ELIGIBLE PRIVATELY HELD

22 COMPANY.—The term ‘eligible privately 

23 held company’ means a company that 

24 meets both of the following conditions: 


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1 ‘‘(I) The company does not have 

2 any class of securities registered, or 

3 required to be registered, with the 

4 Commission under section 12 or with 

5 respect to which the company files, or 

6 is required to file, periodic informa7 tion, documents, and reports under 

8 subsection (d). 

9 ‘‘(II) In the fiscal year ending 

10 immediately before the fiscal year in 

11 which the services of the M&A broker 

12 are initially engaged with respect to 

13 the securities transaction, the com14 pany meets either or both of the fol15 lowing conditions (determined in ac16 cordance with the historical financial 

17 accounting records of the company): 

18 ‘‘(aa) The earnings of the 

19 company before interest, taxes, 

20 depreciation, and amortization 

21 are less than $25,000,000. 

22 ‘‘(bb) The gross revenues of 

23 the company are less than 

24 $250,000,000. 


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1 ‘‘(iii) M&A BROKER.—The term ‘M&A 

2 broker’ means a broker, and any person 

3 associated with a broker, engaged in the 

4 business of effecting securities transactions 

5 solely in connection with the transfer of 

6 ownership of an eligible privately held com7 pany, regardless of whether the broker acts 

8 on behalf of a seller or buyer, through the 

9 purchase, sale, exchange, issuance, repur10 chase, or redemption of, or a business com11 bination involving, securities or assets of 

12 the eligible privately held company, if the 

13 broker reasonably believes that— 

14 ‘‘(I) upon consummation of the 

15 transaction, any person acquiring se16 curities or assets of the eligible pri17 vately held company, acting alone or 

18 in concert, will control and, directly or 

19 indirectly, will be active in the man20 agement of the eligible privately held 

21 company or the business conducted 

22 with the assets of the eligible privately 

23 held company; and 

24 ‘‘(II) if any person is offered se25 curities in exchange for securities or 


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1 assets of the eligible privately held 

2 company, such person will, prior to 

3 becoming legally bound to consum4 mate the transaction, receive or have 

5 reasonable access to the most recent 

6 year-end balance sheet, income state7 ment, statement of changes in finan8 cial position, and statement of owner’s 

9 equity of the issuer of the securities 

10 offered in exchange, and, if the finan11 cial statements of the issuer are au12 dited, the related report of the inde13 pendent auditor, a balance sheet 

14 dated not more than 120 days before 

15 the date of the offer, and information 

16 pertaining to the management, busi17 ness, results of operations for the pe18 riod covered by the foregoing financial 

19 statements, and material loss contin20 gencies of the issuer. 

21 ‘‘(E) INFLATION ADJUSTMENT.— 

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

23 is 5 years after the date of the enactment 

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1 after, each dollar amount in subparagraph 

2 (D)(ii)(II) shall be adjusted by— 

3 ‘‘(I) dividing the annual value of 

4 the Employment Cost Index For 

5 Wages and Salaries, Private Industry 

6 Workers (or any successor index), as 

7 published by the Bureau of Labor 

8 Statistics, for the calendar year pre9 ceding the calendar year in which the 

10 adjustment is being made by the an11 nual value of such index (or suc12 cessor) for the calendar year ending 

13 December 31, 2014; and 

14 ‘‘(II) multiplying such dollar 

15 amount by the quotient obtained 

16 under subclause (I). 

17 ‘‘(ii) ROUNDING.—Each dollar 

18 amount determined under clause (i) shall 

19 be rounded to the nearest multiple of 

20 $100,000.’’. 

21 SEC. 402. EFFECTIVE DATE. 

22 This Act and any amendment made by this Act shall 

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

24 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 CFR 

19 210.1–01 et seq.) as of the time of filing (or con20 fidential submission) of such registration statement, 

21 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 CFR 

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 5 years after the date of en23 actment of this Act; or 

24 (2) the date that is 2 years after a determina25 tion by the Commission, by order after conducting 


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1 the analysis required by section 702, that the bene2 fits of such requirements to such issuers outweigh 

3 the costs, but no earlier than 3 years after enact4 ment 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 1 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 CFR 249.310), but only if each item on such sum10 mary page includes a cross-reference (by electronic link 

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

12 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 CFR 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 CFR 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 


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1 the Bureau of Labor Statistics, rounding to the nearest 

2 $1,000,000. 

Passed the House of Representatives January 14, 

2015. 

Attest: KAREN L. HAAS, 

Clerk. 


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