I 

118TH CONGRESS 

2D SESSION H. R. 8239 

To improve the consideration by the Securities and Exchange Commission 

of the costs and benefits of regulations and orders of the Commission. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 2, 2024 

Mrs. WAGNER (for herself, Mr. GARBARINO, Mr. NUNN of Iowa, Mr. MEUSER, 

Mr. HUIZENGA, and Mr. EMMER) introduced the following bill; which was 

referred to the Committee on Financial Services 

A BILL 

To improve the consideration by the Securities and Exchange 

Commission of the costs and benefits of regulations and 

orders of the Commission. 

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 Ac5 countability Act’’. 


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1 SEC. 2. CONSIDERATION BY THE SECURITIES AND EX2 CHANGE COMMISSION OF THE COSTS AND 

3 BENEFITS OF REGULATIONS AND CERTAIN 

4 OTHER AGENCY ACTIONS OF THE COMMIS5 SION. 

6 Section 23 of the Securities Exchange Act of 1934 

7 (15 U.S.C. 78w) is amended by adding at the end the fol8 lowing: 

9 ‘‘(e) CONSIDERATION OF COSTS AND BENEFITS.— 

10 ‘‘(1) CONSIDERATIONS BEFORE PROPOSING A

11 REGULATION.—Before proposing a regulation, the 

12 Commission shall— 

13 ‘‘(A) clearly identify the nature and source 

14 of the problem that the regulation is designed 

15 to address, as well as assess the significance of 

16 that problem, to enable assessment of whether 

17 any new regulation is warranted; and 

18 ‘‘(B) ensure that the regulation would be 

19 within the Commission’s jurisdiction and that 

20 the Commission has sufficient experience and 

21 expertise to regulate the subject matter covered 

22 by the regulation. 

23 ‘‘(2) REQUIREMENTS FOR ISSUING A PROPOSED

24 OR FINAL REGULATION.— 

25 ‘‘(A) IN GENERAL.—In issuing a proposed 

26 or final regulation, the Commission shall— 


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1 ‘‘(i) clearly identify the market par2 ticipants who will be impacted by the regu3 lation; 

4 ‘‘(ii) utilize the Chief Economist of 

5 the Commission to assess the costs and 

6 benefits, both qualitative and quantitative, 

7 of the regulation, both on the regulation’s 

8 own and cumulatively with other existing 

9 and proposed regulations; 

10 ‘‘(iii) only issue the regulation if the 

11 Commission makes a reasoned determina12 tion that the benefits of the regulation jus13 tify the costs of the regulation; 

14 ‘‘(iv) identify and assess available al15 ternatives to the regulation that were con16 sidered, including modification of an exist17 ing regulation; 

18 ‘‘(v) ensure that the regulation is ac19 cessible, consistent, written in plain lan20 guage, and easy to understand; and 

21 ‘‘(vi) ensure that the length of the 

22 public comment period is commensurate 

23 with the complexity of the regulation and 

24 the expected public interest in the rule25 making. 


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1 ‘‘(B) INCLUSION OF INFORMATION IN A

2 PROPOSED OR FINAL REGULATION.—In issuing 

3 a proposed or final regulation, the Commission 

4 shall include in the regulation— 

5 ‘‘(i) the results of the identifications 

6 and assessments required under clauses (i) 

7 and (ii) of subparagraph (A) with respect 

8 to the regulation; 

9 ‘‘(ii) an explanation of why the regula10 tion meets the regulatory objectives of the 

11 Commission more effectively than other 

12 available alternatives, including modifica13 tion of an existing regulation; 

14 ‘‘(iii) a description of how the Com15 mission intends the regulation to interact 

16 with existing regulations and proposed reg17 ulations; and 

18 ‘‘(iv) a justification of the length of 

19 the public comment period for the regula20 tion. 

21 ‘‘(3) CONSIDERATIONS AND ACTIONS.— 

22 ‘‘(A) REQUIRED ACTIONS.—In deciding 

23 whether and how to regulate, the Commission 

24 shall assess the costs and benefits of available 

25 regulatory alternatives, including the alternative 


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1 of not regulating, and choose the approach that 

2 maximizes net benefits. Specifically, the Com3 mission shall— 

4 ‘‘(i) consistent with the requirements 

5 of section 3(f) (15 U.S.C. 78c(f)), section 

6 2(b) of the Securities Act of 1933 (15 

7 U.S.C. 77b(b)), section 202(c) of the In8 vestment Advisers Act of 1940 (15 U.S.C. 

9 80b–2(c)), and section 2(c) of the Invest10 ment Company Act of 1940 (15 U.S.C. 

11 80a–2(c)), consider whether a rulemaking 

12 (both on the regulation’s own and cumula13 tively with other existing and proposed reg14 ulations), in addition to being in the inter15 est of protecting investors, will promote ef16 ficiency, competition, and capital forma17 tion; 

18 ‘‘(ii) evaluate whether, consistent with 

19 obtaining regulatory objectives, a regula20 tion (both on the regulation’s own and cu21 mulatively with other existing and pro22 posed regulations) is tailored to impose the 

23 least burden on society, including market 

24 participants, individuals, businesses of dif25 fering sizes, and other entities (including 


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1 State and local governmental entities), tak2 ing into account, to the extent practicable, 

3 the cumulative costs of regulations; and 

4 ‘‘(iii) evaluate whether a regulation is 

5 inconsistent, incompatible, or duplicative of 

6 other Federal regulations. 

7 ‘‘(B) ADDITIONAL CONSIDERATIONS.—In 

8 addition, in making a reasoned determination 

9 under paragraph (2)(A)(iii) of the costs and 

10 benefits of a regulation, the Commission shall, 

11 to the extent that each is relevant to the par12 ticular regulation, take into consideration the 

13 impact of the regulation on— 

14 ‘‘(i) investor choice; 

15 ‘‘(ii) market liquidity in the securities 

16 markets; 

17 ‘‘(iii) small businesses; 

18 ‘‘(iv) competition in the marketplace; 

19 ‘‘(v) investor access; and 

20 ‘‘(vi) the United States economic com21 petitiveness. 

22 ‘‘(4) POST-ADOPTION IMPACT ASSESSMENT.— 

23 ‘‘(A) IN GENERAL.—Whenever the Com24 mission issues a final regulation that is a 

25 ‘major rule’ (as defined under section 804 of 


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1 title 5, United States Code), it shall state, in 

2 the regulation, the following: 

3 ‘‘(i) The purposes and intended con4 sequences of the regulation. 

5 ‘‘(ii) Appropriate post-implementation 

6 quantitative and qualitative metrics to 

7 measure the economic impact of the regu8 lation and to measure the extent to which 

9 the regulation has accomplished the stated 

10 purposes. 

11 ‘‘(iii) The assessment plan that will be 

12 used, consistent with the requirements of 

13 subparagraph (B) and under the super14 vision of the Chief Economist, to assess 

15 whether the regulation has achieved the 

16 stated purposes. 

17 ‘‘(iv) Any unintended or negative con18 sequences that the Commission foresees 

19 may result from the regulation. 

20 ‘‘(B) REQUIREMENTS OF ASSESSMENT

21 PLAN AND REPORT.— 

22 ‘‘(i) REQUIREMENTS OF PLAN.—For 

23 each regulation described under subpara24 graph (A), the Chief Economist shall es25 tablish an assessment plan, which shall— 


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1 ‘‘(I) consider the costs, benefits, 

2 and intended and unintended con3 sequences of the regulation; 

4 ‘‘(II) specify the data to be col5 lected, the methods for collection and 

6 analysis of the data, and a date for 

7 completion of the assessment; and 

8 ‘‘(III) include an analysis of any 

9 jobs added or lost as a result of the 

10 regulation, differentiating between 

11 public and private sector jobs. 

12 ‘‘(ii) TIMING OF ASSESSMENT PLAN

13 REPORT.—A report on each completed as14 sessment plan described under clause (i) 

15 shall be submitted by the Chief Economist 

16 to the Commission not later than the end 

17 of the 4-year period beginning on the date 

18 the applicable regulation is issued, unless 

19 the Commission, at the request of the 

20 Chief Economist, publishes at least 90 

21 days before the end of such period a notice 

22 in the Federal Register extending the date 

23 and providing specific reasons why an ex24 tension is necessary. 


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1 ‘‘(iii) PUBLIC COMMENT.—Not later 

2 than 7 days after the Commission receives 

3 an assessment plan report under clause 

4 (ii), the Commission shall publish the re5 port in the Federal Register for public 

6 comment. 

7 ‘‘(5) REGULATION DEFINED.—In this sub8 section, the term ‘regulation’— 

9 ‘‘(A) means an agency statement of gen10 eral applicability and future effect that is de11 signed to implement, interpret, or prescribe law 

12 or policy or to describe the procedure or prac13 tice requirements of an agency, including rules, 

14 orders of general applicability, interpretive re15 leases, and other statements of general applica16 bility that the agency intends to have the force 

17 and effect of law; and 

18 ‘‘(B) does not include— 

19 ‘‘(i) a regulation issued in accordance 

20 with the formal rulemaking provisions of 

21 section 556 or 557 of title 5, United States 

22 Code; 

23 ‘‘(ii) a regulation that is limited to 

24 agency organization, management, or per25 sonnel matters; 


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1 ‘‘(iii) a regulation promulgated pursu2 ant to statutory authority that expressly 

3 prohibits compliance with this provision; 

4 and 

5 ‘‘(iv) a regulation that is certified by 

6 the agency to be an emergency action, if 

7 such certification is published in the Fed8 eral Register.’’. 

9 SEC. 3. SENSE OF CONGRESS RELATING TO OTHER REGU10 LATORY ENTITIES. 

11 It is the sense of the Congress that the Public Com12 pany Accounting Oversight Board should also follow the 

13 requirements of section 23(e) of the Securities Exchange 

14 Act of 1934, as added by section 2. 

15 SEC. 4. ACCOUNTABILITY PROVISION RELATING TO OTHER 

16 REGULATORY ENTITIES. 

17 A rule adopted by the Municipal Securities Rule18 making Board or any national securities association reg19 istered under section 15A of the Securities Exchange Act 

20 of 1934 (15 U.S.C. 78o–3) shall not take effect unless 

21 the Securities and Exchange Commission determines that, 

22 in adopting such rule, the Board or association has com23 plied with the requirements of section 23(e) of the Securi24 ties Exchange Act of 1934, as added by section 2, in the 


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1 same manner as is required by the Commission under such 

2 section 23(e). 

Æ 


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