II 

117TH CONGRESS 

2D SESSION S. 4757 

To amend the Securities Exchange Act of 1934 to require national securities 

exchanges to identify issuers that are consolidated variable interest entities, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

AUGUST 3, 2022 

Mr. SCOTT of Florida (for himself and Mr. VAN HOLLEN) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Exchange Act of 1934 to require 

national securities exchanges to identify issuers that are 

consolidated variable interest entities, 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 ‘‘Trading and Investing 

5 with Clear Knowledge and Expectations about Risk Act’’ 

6 or the ‘‘TICKER Act’’. 

7 SEC. 2. SENSE OF CONGRESS. 

8 It is the sense of Congress that— 


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•S 4757 IS

1 (1) variable interest entities based in foreign ju2 risdictions, including the People’s Republic of China, 

3 pose a specific and significant risk to investors in 

4 the United States, including because investors that 

5 purchase shares of those entities— 

6 (A) have no equity or direct ownership in7 terest; and 

8 (B) lack legal recourse; and 

9 (2) investors in the United States should more 

10 clearly be made aware of the risk described in para11 graph (1) in a transparent, easily accessible, and 

12 standardized manner that is recognizable to all per13 sons that have invested, or seek to invest, in entities 

14 that are described in that paragraph and are listed 

15 on exchanges in the United States, such as through 

16 clearly visible warning indicators on ticker symbols 

17 and other company symbols used by those ex18 changes. 

19 SEC. 3. IDENTIFICATION OF RISK WITH RESPECT TO CER20 TAIN ENTITIES. 

21 (a) DEFINITIONS.—In this section— 

22 (1) the terms ‘‘broker’’, ‘‘dealer’’, ‘‘exchange’’, 

23 and ‘‘security’’ have the meanings given those terms 

24 in section 3(a) of the Securities Exchange Act of 

25 1934 (15 U.S.C. 78c(a)); 


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1 (2) the term ‘‘Commission’’ means the Securi2 ties and Exchange Commission; 

3 (3) the term ‘‘covered entity’’ means a consoli4 dated variable interest entity; 

5 (4) the term ‘‘national securities exchange’’ 

6 means an exchange that is registered as a national 

7 securities exchange pursuant to section 6 of the Se8 curities Exchange Act of 1934 (15 U.S.C. 78f), as 

9 amended by subsection (b) of this section; and 

10 (5) the term ‘‘variable interest entity’’ has the 

11 meaning given the term under generally accepted ac12 counting principles. 

13 (b) REQUIREMENTS.— 

14 (1) NATIONAL SECURITIES EXCHANGES.— 

15 (A) IN GENERAL.—Section 6(b) of the Se16 curities Exchange Act of 1934 (15 U.S.C. 

17 78f(b)) is amended by adding at the end the 

18 following: 

19 ‘‘(11)(A) In this paragraph, the term ‘covered 

20 entity’ has the meaning given the term in section 

21 3(a) of the Trading and Investing with Clear Knowl22 edge and Expectations about Risk Act. 

23 ‘‘(B) The rules of the exchange require the 

24 identification of each covered entity, the securities of 

25 which are listed on the exchange, as a covered entity 


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1 in the symbol for the covered entity used on the ex2 change.’’. 

3 (B) EFFECTIVE DATE; APPLICABILITY.— 

4 The amendment made by subparagraph (A) 

5 shall— 

6 (i) take effect on the date that is 180 

7 days after the date of enactment of this 

8 Act; and 

9 (ii) apply with respect to a covered en10 tity, the securities of which are listed on a 

11 national securities exchange on or after the 

12 date described in clause (i). 

13 (2) BROKERS AND DEALERS.—Beginning not 

14 later than 180 days after the date of enactment of 

15 this Act, the Commission shall require brokers and 

16 dealers to provide warnings to investors investing in 

17 covered entities that those investors may lack legal 

18 recourse with respect to such an investment. 

Æ 


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