I 

118TH CONGRESS 

2D SESSION H. R. 9477 

To amend the Securities Exchange Act of 1934 with respect to reviewable 

actions taken pursuant to delegated functions of the Securities and 

Exchange Commission, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

SEPTEMBER 6, 2024 

Mr. MEUSER (for himself and Mr. STEIL) introduced the following bill; which 

was referred to the Committee on Financial Services 

A BILL 

To amend the Securities Exchange Act of 1934 with respect 

to reviewable actions taken pursuant to delegated functions of the Securities and Exchange Commission, 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 ‘‘SEC Regulatory Eval5 uation, Verification, and Integrity of Effective Workflows 

6 Act of 2024’’ or the ‘‘SEC REVIEW Act of 2024’’. 


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1 SEC. 2. REVIEWABLE ACTIONS. 

2 (a) IN GENERAL.—Subsection (b) of section 4A of 

3 the Securities Exchange Act of 1934 (15 U.S.C. 78d–1) 

4 is amended— 

5 (1) by striking ‘‘(1) denies’’ and inserting ‘‘(A) 

6 denies’’; 

7 (2) by striking ‘‘(2) suspends’’ and inserting 

8 ‘‘(B) suspends’’; 

9 (3) by striking ‘‘(3) is’’ and inserting ‘‘(C) is’’; 

10 (4) by striking ‘‘With’’ and all that follows 

11 through ‘‘upon its own’’ and inserting the following: 

12 ‘‘(b) REVIEWABLE ACTIONS.— 

13 ‘‘(1) IN GENERAL.—The Commission shall re14 tain a discretionary right to review a reviewable ac15 tion upon its own’’; and 

16 (5) by adding at the end the following: 

17 ‘‘(2) REVIEWABLE ACTION DEFINED.—In this 

18 subsection, the term ‘reviewable action’ means any 

19 action delegated under subsection (a) that results 

20 in— 

21 ‘‘(A) the issuance of any letter or any 

22 other communication granting or denying a re23 quest for no-action relief in connection with a 

24 shareholder proposal; or 

25 ‘‘(B) a rule (as defined in section 804 of 

26 title 5, United States Code).’’. 


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1 (b) APPROVAL OF REVIEWABLE ACTIONS.—Section 

2 4A of the Securities Exchange Act of 1934 (15 U.S.C. 

3 78d–1) is amended by adding at the end the following: 

4 ‘‘(d) APPROVAL OF REVIEWABLE ACTIONS.—A re5 viewable action (as defined in subsection (b)) may only 

6 take effect— 

7 ‘‘(1) with the signed approval of the Chairman; 

8 or 

9 ‘‘(2) through agreement of the Chairman and 

10 Commissioners, which may be reached without con11 vening a meeting. 

12 ‘‘(e) CIRCULATION WITH COMMISSION.—Upon re13 quest by a Commissioner, the Chairman of the Commis14 sion shall provide the Commissioner with— 

15 ‘‘(1) copies of any signed approval under sub16 section (d)(1) of a reviewable action; and 

17 ‘‘(2) the record with respect to such reviewable 

18 action. 

19 ‘‘(f) ANNUAL REPORT ON REVIEWABLE ACTIONS RE20 LATING TO SHAREHOLDER PROPOSALS.—Not later than 

21 1 year after the date of the enactment of this subsection 

22 and annually thereafter, the Commission shall submit to 

23 the Committee on Financial Services of the House of Rep24 resentatives and the Committee on Banking, Housing, and 

25 Urban Affairs of the Senate, a report that includes— 


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1 ‘‘(1) a summary of each reviewable action de2 scribed in subsection (b)(2)(A) issued in the year 

3 preceding the report; 

4 ‘‘(2) for a reviewable action in connection with 

5 a shareholder proposal, an analysis of how such re6 viewable action is carried out in accordance with the 

7 specific textual requirement of section 240.14a–8 of 

8 title 17, Code of Federal Regulations (or a successor 

9 regulation), and such analysis may not include any 

10 discussion of how the action is carried out in accord11 ance with any guidance or other Commission inter12 pretations applicable to such rule; 

13 ‘‘(3) an analysis of how such reviewable ac14 tion— 

15 ‘‘(A) protects investors; 

16 ‘‘(B) maintains fair and orderly markets; 

17 or 

18 ‘‘(C) facilitates capital formation; and 

19 ‘‘(4) an analysis of how the reviewable actions 

20 issued in the year preceding the report did not dis21 criminate on the basis of viewpoint or political affili22 ation.’’. 


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1 SEC. 3. REPORT OF GENERAL COUNSEL ON DELEGATED 

2 FUNCTIONS. 

3 Not later than 15 days after the date of the enact4 ment of this Act, and not later than 30 days after any 

5 change in the person or vacancy of the Chairman of the 

6 Securities and Exchange Commission thereafter, the Gen7 eral Counsel of the Securities and Exchange Commission 

8 shall submit to Congress a report that— 

9 (1) in the case of the first report, lists each 

10 function delegated by the Commission pursuant to 

11 subsection (a) of section 4A of the Exchange Act 

12 (15 U.S.C. 78d–1) as of the day before the date of 

13 the enactment of this Act; and 

14 (2) in the case of each subsequent report, lists 

15 each function delegated by the Commission pursuant 

16 to such subsection during the period beginning on 

17 the date the preceding report was submitted. 

Æ 


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