II 

118TH CONGRESS 

2D SESSION S. 4400 

To require the Securities and Exchange Commission to carry out a study 

and rulemaking on the definition of the term ‘‘small entity’’ for purposes 

of the securities laws, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

MAY 23, 2024 

Mrs. BRITT introduced the following bill; which was read twice and referred 

to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To require the Securities and Exchange Commission to carry 

out a study and rulemaking on the definition of the 

term ‘‘small entity’’ for purposes of the securities laws, 

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 ‘‘Small Entity Update 

5 Act’’. 

6 SEC. 2. STUDIES, REPORTS, AND RULES REGARDING SMALL 

7 ENTITIES. 

8 (a) DEFINITIONS.—In this section— 


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

3 (2) the term ‘‘small entity’’— 

4 (A) has the meaning given the term in sec5 tion 601 of title 5, United States Code, with re6 spect to the activities of the Commission; and 

7 (B) includes any definition established by 

8 the Commission of the term ‘‘small business’’, 

9 ‘‘small organization’’, or ‘‘small governmental 

10 jurisdiction’’ under paragraph (3), (4), or (5), 

11 respectively, of section 601 of title 5, United 

12 States Code, with respect to the activities of the 

13 Commission. 

14 (b) STUDIES AND REPORTS.—Not later than 1 year 

15 after the date of enactment of this Act, and again 5 years 

16 thereafter, the Commission shall— 

17 (1) conduct a study of the definition of the 

18 term ‘‘small entity’’ with respect to the activities of 

19 the Commission for the purposes of chapter 6 of 

20 title 5, United States Code, which shall consider— 

21 (A) the extent to which the definition of 

22 the term ‘‘small entity’’, as in effect during the 

23 period in which the study is conducted, aligns 

24 with the findings and declarations made under 


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1 section 2(a) of the Regulatory Flexibility Act (5 

2 U.S.C. 601 note); 

3 (B) the amount by which financial markets 

4 in the United States have grown since the last 

5 time the Commission amended the definition of 

6 the term ‘‘small entity’’, if applicable; and 

7 (C) how the Commission should define the 

8 term ‘‘small entity’’ to ensure that a meaningful 

9 number of entities would fall under that defini10 tion; and 

11 (2) submit to Congress a report that includes— 

12 (A) the results of the applicable study con13 ducted under paragraph (1); and 

14 (B) specific and detailed recommendations 

15 on the ways in which the Commission could 

16 amend the definition of the term ‘‘small entity’’ 

17 to— 

18 (i) be consistent with the results de19 scribed in subparagraph (A); and 

20 (ii) expand the number of entities cov21 ered by that definition. 

22 (c) RULEMAKING.—After the completion of each 

23 study required under subsection (b), the Commission shall, 

24 subject to public notice and comment, revise the rules of 

25 the Commission consistent with the results of the study. 


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1 (d) INFLATION ADJUSTMENTS.—As soon as prac2 ticable following the date of enactment of this Act, and 

3 every 5 years thereafter, the Commission shall adjust all 

4 dollar figures under the definition of small entity estab5 lished by the Commission to reflect the change in the Con6 sumer Price Index for All Urban Consumers published by 

7 the Bureau of Labor Statistics of the Department of 

8 Labor. 

Æ 


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