I 

118TH CONGRESS 

2D SESSION H. R. 8339 

To make improvements to the securities laws, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 10, 2024 

Mrs. WAGNER introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To make improvements to 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; TABLE OF CONTENTS. 

4 (a) SHORT TITLE.—This Act may be cited as the 

5 ‘‘SEC Reform and Restructuring Act’’. 

6 (b) TABLE OF CONTENTS.—The table of contents for 

7 this Act is as follows: 

Sec. 1. Short title; table of contents. 

TITLE I—SEC REGULATORY ACCOUNTABILITY 

Sec. 101. Consideration by the Securities and Exchange Commission of the 

costs and benefits of regulations and certain other agency actions of the Commission. 

Sec. 102. Sense of Congress relating to other regulatory entities. 

Sec. 103. Accountability provision relating to other regulatory entities. 


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TITLE II—SEC TRANSPARENCY 

Sec. 201. Semiannual testimony to Congress regarding activities of the Securities and Exchange Commission. 

TITLE III—SEC CYBERSECURITY 

Sec. 301. GAO audit of information technology infrastructure and handling of 

data. 

TITLE IV—REVIEW THE EXPANSION OF GOVERNMENT 

Sec. 401. Periodic review of final rules required. 

Sec. 402. Consideration of cumulative effect of regulations required. 

TITLE V—STREAMLINING PUBLIC COMPANY ACCOUNTING 

OVERSIGHT 

Sec. 501. Transfer of Public Company Accounting Oversight Board to Securities and Exchange Commission. 

Sec. 502. Establishment; administrative provisions. 

Sec. 503. Registration with the Office. 

Sec. 504. Auditing, quality control, standards, and rules. 

Sec. 505. Foreign public accounting firms. 

Sec. 506. Funding. 

Sec. 507. Definitions. 

Sec. 508. Technical and conforming amendments. 

Sec. 509. Rule of construction with respect to cooperative arrangements. 

Sec. 510. Regulations. 

Sec. 511. Effective date. 

TITLE VI—STUDY REGARDING MAJOR RULES ISSUED BY THE 

SECURITIES AND EXCHANGE COMMISSION 

Sec. 601. GAO study regarding major rules. 

TITLE VII—MINIMUM PUBLIC COMMENT PERIOD 

Sec. 701. Minimum public comment period. 


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1 TITLE I—SEC REGULATORY 

2 ACCOUNTABILITY 

3 SEC. 101. CONSIDERATION BY THE SECURITIES AND EX4 CHANGE COMMISSION OF THE COSTS AND 

5 BENEFITS OF REGULATIONS AND CERTAIN 

6 OTHER AGENCY ACTIONS OF THE COMMIS7 SION. 

8 Section 23 of the Securities Exchange Act of 1934 

9 (15 U.S.C. 78w) is amended by adding at the end the fol10 lowing: 

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

12 ‘‘(1) CONSIDERATIONS BEFORE PROPOSING A

13 REGULATION.—Before proposing a regulation, the 

14 Commission shall— 

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

16 of the problem that the regulation is designed 

17 to address, as well as assess the significance of 

18 that problem, to enable assessment of whether 

19 any new regulation is warranted; and 

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

21 within the Commission’s jurisdiction and that 

22 the Commission has sufficient experience and 

23 expertise to regulate the subject matter covered 

24 by the regulation. 


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1 ‘‘(2) REQUIREMENTS FOR ISSUING A PROPOSED

2 OR FINAL REGULATION.— 

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

4 or final regulation, the Commission shall— 

5 ‘‘(i) clearly identify the market par6 ticipants who will be impacted by the regu7 lation; 

8 ‘‘(ii) utilize the Chief Economist of 

9 the Commission to assess the costs and 

10 benefits, both qualitative and quantitative, 

11 of the regulation, both on the regulation’s 

12 own and cumulatively with other existing 

13 and proposed regulations; 

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

15 Commission makes a reasoned determina16 tion that the benefits of the regulation jus17 tify the costs of the regulation; 

18 ‘‘(iv) identify and assess available al19 ternatives to the regulation that were con20 sidered, including modification of an exist21 ing regulation; 

22 ‘‘(v) ensure that the regulation is ac23 cessible, consistent, written in plain lan24 guage, and easy to understand; and 


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

2 public comment period is commensurate 

3 with the complexity of the regulation and 

4 the expected public interest in the rule5 making. 

6 ‘‘(B) INCLUSION OF INFORMATION IN A

7 PROPOSED OR FINAL REGULATION.—In issuing 

8 a proposed or final regulation, the Commission 

9 shall include in the regulation— 

10 ‘‘(i) the results of the identifications 

11 and assessments required under clauses (i) 

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

13 to the regulation; 

14 ‘‘(ii) an explanation of why the regula15 tion meets the regulatory objectives of the 

16 Commission more effectively than other 

17 available alternatives, including modifica18 tion of an existing regulation; 

19 ‘‘(iii) a description of how the Com20 mission intends the regulation to interact 

21 with existing regulations and proposed reg22 ulations; and 

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

24 the public comment period for the regula25 tion. 


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1 ‘‘(3) CONSIDERATIONS AND ACTIONS.— 

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

3 whether and how to regulate, the Commission 

4 shall assess the costs and benefits of available 

5 regulatory alternatives, including the alternative 

6 of not regulating, and choose the approach that 

7 maximizes net benefits. Specifically, the Com8 mission shall— 

9 ‘‘(i) consistent with the requirements 

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

11 2(b) of the Securities Act of 1933 (15 

12 U.S.C. 77b(b)), section 202(c) of the In13 vestment Advisers Act of 1940 (15 U.S.C. 

14 80b–2(c)), and section 2(c) of the Invest15 ment Company Act of 1940 (15 U.S.C. 

16 80a–2(c)), consider whether a rulemaking 

17 (both on the regulation’s own and cumula18 tively with other existing and proposed reg19 ulations), in addition to being in the inter20 est of protecting investors, will promote ef21 ficiency, competition, and capital forma22 tion; 

23 ‘‘(ii) evaluate whether, consistent with 

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1 mulatively with other existing and pro2 posed regulations) is tailored to impose the 

3 least burden on society, including market 

4 participants, individuals, businesses of dif5 fering sizes, and other entities (including 

6 State and local governmental entities), tak7 ing into account, to the extent practicable, 

8 the cumulative costs of regulations; and 

9 ‘‘(iii) evaluate whether a regulation is 

10 inconsistent, incompatible, or duplicative of 

11 other Federal regulations. 

12 ‘‘(B) ADDITIONAL CONSIDERATIONS.—In 

13 addition, in making a reasoned determination 

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

15 benefits of a regulation, the Commission shall, 

16 to the extent that each is relevant to the par17 ticular regulation, take into consideration the 

18 impact of the regulation on— 

19 ‘‘(i) investor choice; 

20 ‘‘(ii) market liquidity in the securities 

21 markets; 

22 ‘‘(iii) small businesses; 

23 ‘‘(iv) competition in the marketplace; 

24 ‘‘(v) investor access; and 


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1 ‘‘(vi) the United States’ economic 

2 competitiveness. 

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

4 ‘‘(A) IN GENERAL.—Whenever the Com5 mission issues a final regulation that is a 

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

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

8 the regulation, the following: 

9 ‘‘(i) The purposes and intended con10 sequences of the regulation. 

11 ‘‘(ii) Appropriate post-implementation 

12 quantitative and qualitative metrics to 

13 measure the economic impact of the regu14 lation and to measure the extent to which 

15 the regulation has accomplished the stated 

16 purposes. 

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

18 used, consistent with the requirements of 

19 subparagraph (B) and under the super20 vision of the Chief Economist, to assess 

21 whether the regulation has achieved the 

22 stated purposes. 

23 ‘‘(iv) Any unintended or negative con24 sequences that the Commission foresees 

25 may result from the regulation. 


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1 ‘‘(B) REQUIREMENTS OF ASSESSMENT

2 PLAN AND REPORT.— 

3 ‘‘(i) REQUIREMENTS OF PLAN.—For 

4 each regulation described under subpara5 graph (A), the Chief Economist shall es6 tablish an assessment plan, which shall— 

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

8 and intended and unintended con9 sequences of the regulation; 

10 ‘‘(II) specify the data to be col11 lected, the methods for collection and 

12 analysis of the data, and a date for 

13 completion of the assessment; and 

14 ‘‘(III) include an analysis of any 

15 jobs added or lost as a result of the 

16 regulation, differentiating between 

17 public and private sector jobs. 

18 ‘‘(ii) TIMING OF ASSESSMENT PLAN

19 REPORT.—A report on each completed as20 sessment plan described under clause (i) 

21 shall be submitted by the Chief Economist 

22 to the Commission not later than the end 

23 of the 4-year period beginning on the date 

24 the applicable regulation is issued, unless 

25 the Commission, at the request of the 


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1 Chief Economist, publishes at least 90 

2 days before the end of such period a notice 

3 in the Federal Register extending the date 

4 and providing specific reasons why an ex5 tension is necessary. 

6 ‘‘(iii) PUBLIC COMMENT.—Not later 

7 than 7 days after the Commission receives 

8 an assessment plan report under clause 

9 (ii), the Commission shall publish the re10 port in the Federal Register for public 

11 comment. 

12 ‘‘(5) REGULATION DEFINED.—In this sub13 section, the term ‘regulation’— 

14 ‘‘(A) means an agency statement of gen15 eral applicability and future effect that is de16 signed to implement, interpret, or prescribe law 

17 or policy or to describe the procedure or prac18 tice requirements of an agency, including rules, 

19 orders of general applicability, interpretive re20 leases, and other statements of general applica21 bility that the agency intends to have the force 

22 and effect of law; and 

23 ‘‘(B) does not include— 

24 ‘‘(i) a regulation issued in accordance 

25 with the formal rulemaking provisions of 


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1 section 556 or 557 of title 5, United States 

2 Code; 

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

4 agency organization, management, or per5 sonnel matters; 

6 ‘‘(iii) a regulation promulgated pursu7 ant to statutory authority that expressly 

8 prohibits compliance with this provision; 

9 and 

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

11 the agency to be an emergency action, if 

12 such certification is published in the Fed13 eral Register.’’. 

14 SEC. 102. SENSE OF CONGRESS RELATING TO OTHER REGU15 LATORY ENTITIES. 

16 It is the sense of the Congress that the Public Com17 pany Accounting Oversight Board should also follow the 

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

19 Act of 1934. 

20 SEC. 103. ACCOUNTABILITY PROVISION RELATING TO 

21 OTHER REGULATORY ENTITIES. 

22 A rule adopted by the Municipal Securities Rule23 making Board or any national securities association reg24 istered under section 15A of the Securities Exchange Act 

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


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1 the Securities and Exchange Commission determines that, 

2 in adopting such rule, the Board or association has com3 plied with the requirements of section 23(e) of the Securi4 ties Exchange Act of 1934, in the same manner as is re5 quired by the Commission under such section 23(e). 

6 TITLE II—SEC TRANSPARENCY 

7 SEC. 201. SEMIANNUAL TESTIMONY TO CONGRESS RE8 GARDING ACTIVITIES OF THE SECURITIES 

9 AND EXCHANGE COMMISSION. 

10 Section 4 of the Securities Exchange Act of 1934 (15 

11 U.S.C. 78d) is amended by adding at the end the fol12 lowing: 

13 ‘‘(l) SEMIANNUAL TESTIMONY TO CONGRESS.—The 

14 Chairman of the Commission shall, not less than once 

15 every 6 months after the date of the enactment of this 

16 subsection, testify before the Committee on Financial 

17 Services of the House of Representatives and the Com18 mittee on Banking, Housing, and Urban Affairs of the 

19 Senate on the activities of the Commission. At least once 

20 annually, the Commissioners shall join the Chairman with 

21 respect to testifying pursuant to the preceding sentence.’’. 


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1 TITLE III—SEC CYBERSECURITY 

2 SEC. 301. GAO AUDIT OF INFORMATION TECHNOLOGY IN3 FRASTRUCTURE AND HANDLING OF DATA. 

4 The Comptroller General of the United States shall, 

5 not later than 1 year after the date of the enactment of 

6 this Act— 

7 (1) perform an independent audit of the infor8 mation technology (IT) infrastructure of the Securi9 ties and Exchange Commission and the Commis10 sion’s handling of data, including— 

11 (A) a comparison of the Commission’s IT 

12 spending to other Federal financial regulators, 

13 including— 

14 (i) the total amount spent on IT 

15 equipment and services; and 

16 (ii) the amount of IT spending in pro17 portion to each regulator’s total spending; 

18 (B) examining the quality and effectiveness 

19 of the Commission’s IT contracting; 

20 (C) determining if the Commission’s data 

21 and cybersecurity systems and procedures are 

22 sufficient; and 

23 (D) examining any recent Commission IT 

24 or data events, such as breaches or hacks, that 


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1 may have compromised the Commission’s IT in2 frastructure or exposed a vulnerability; and 

3 (2) provide to the Commission, the Committee 

4 on Financial Services of the House of Representa5 tives, and the Committee on Banking, Housing, and 

6 Urban Affairs of the Senate a report containing— 

7 (A) all findings and determinations made 

8 in conducting the audit; and 

9 (B) recommendations for steps that can be 

10 taken to improve the Commission’s IT infra11 structure. 

12 TITLE IV—REVIEW THE 

13 EXPANSION OF GOVERNMENT 

14 SEC. 401. PERIODIC REVIEW OF FINAL RULES REQUIRED. 

15 Section 4 of the Securities Exchange Act of 1934 (15 

16 U.S.C. 78d), as amended by section 201, is further 

17 amended by adding at the end the following: 

18 ‘‘(m) PERIODIC REVIEW OF FINAL RULES RE19 QUIRED.— 

20 ‘‘(1) IN GENERAL.—With respect to a final rule 

21 issued by the Commission, the Commission shall re22 view such rule not later than 5 years after the date 

23 on which such final rule is issued, and every 5 years 

24 thereafter, to determine if any revision (including a 

25 rescission) to the rule is necessary or appropriate— 


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1 ‘‘(A) to facilitate capital formation; 

2 ‘‘(B) to maintain fair and orderly markets; 

3 and 

4 ‘‘(C) for the protection of investors. 

5 ‘‘(2) APPLICATION.—With respect to a final 

6 rule issued by the Commission before the date of en7 actment of this subsection, the first review of such 

8 rule required under paragraph (1) shall occur before 

9 the end of the 5-year period beginning on the date 

10 of enactment of this subsection. 

11 ‘‘(3) REPORTS REQUIRED.—The Commission 

12 shall— 

13 ‘‘(A) not later than 1 year after the date 

14 of the enactment of this subsection, submit to 

15 Congress and make publicly available a report 

16 that includes a plan to carry out the review re17 quired under this subsection with respect to the 

18 final rules described in paragraphs (1) and (2); 

19 and 

20 ‘‘(B) not later than 5 years after the date 

21 of the enactment of this subsection and not less 

22 than once every 5 years thereafter, submit to 

23 Congress and make publicly available a report 

24 that identifies— 


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1 ‘‘(i) each final rule the Commission 

2 reviewed under this subsection in the pre3 ceding 5-year period and an explanation of 

4 the Commission’s findings and actions 

5 taken or planned to be taken; and 

6 ‘‘(ii) each action or review the Com7 mission failed to carry out in the preceding 

8 5-year period under the plan required 

9 under subparagraph (A) and an expla10 nation for such failure.’’. 

11 SEC. 402. CONSIDERATION OF CUMULATIVE EFFECT OF 

12 REGULATIONS REQUIRED. 

13 (a) RULES UNDER THE SECURITIES ACT OF 1933.— 

14 Section 2(b) of the Securities Act of 1933 (15 U.S.C. 

15 77b(b)) is amended by inserting ‘‘, when considered indi16 vidually or cumulatively with other rules or regulations or 

17 other proposed rules or regulations,’’ before ‘‘will pro18 mote’’. 

19 (b) RULES UNDER THE SECURITIES EXCHANGE ACT

20 OF 1934.—Section 23(a)(2) of the Securities Exchange 

21 Act of 1934 (15 U.S.C. 78w) is amended by inserting ‘‘, 

22 when considered individually or cumulatively with other 

23 rules or regulations or other proposed rules or regula24 tions,’’ after ‘‘which would’’. 


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1 (c) RULES UNDER THE INVESTMENT COMPANY ACT

2 OF 1940.—Section 2(c) of the Investment Company Act 

3 of 1940 (15 U.S.C. 80a–2) is amended by inserting ‘‘, 

4 when considered individually or cumulatively with other 

5 rules or regulations or other proposed rules or regula6 tions,’’ before ‘‘will promote’’. 

7 (d) RULES UNDER THE INVESTMENT ADVISERS ACT

8 OF 1940.—Section 202(c) of the Investment Advisers Act 

9 of 1940 (15 U.S.C. 80b–2) is amended by inserting ‘‘, 

10 when considered individually or cumulatively with other 

11 rules or regulations or other proposed rules or regula12 tions,’’ before ‘‘will promote’’. 

13 TITLE V—STREAMLINING PUB14 LIC COMPANY ACCOUNTING 

15 OVERSIGHT 

16 SEC. 501. TRANSFER OF PUBLIC COMPANY ACCOUNTING 

17 OVERSIGHT BOARD TO SECURITIES AND EX18 CHANGE COMMISSION. 

19 (a) GLOBAL AMENDMENTS.—Except as otherwise 

20 provided under this title, title I of the Sarbanes-Oxley Act 

21 of 2002 (15 U.S.C. 7211 et seq.) is amended— 

22 (1) in the title heading, by striking ‘‘PUBLIC 

23 COMPANY ACCOUNTING OVERSIGHT 

24 BOARD’’ and inserting ‘‘OFFICE OF PUBLIC 

25 ACCOUNTING OVERSIGHT’’; 


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1 (2) by striking ‘‘Public Company Accounting 

2 Oversight Board’’ each place it appears and insert3 ing ‘‘Office of Public Accounting Oversight’’; 

4 (3) by striking ‘‘the Board’’ each place it ap5 pears and inserting ‘‘the Office’’; 

6 (4) by striking ‘‘The Board’’ each place it ap7 pears and inserting ‘‘The Office’’; and 

8 (5) by striking ‘‘the Board’s’’ each place it ap9 pears and inserting ‘‘the Office’s’’. 

10 (b) REPEALS.—Sections 104, 105, and 107 of the 

11 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214; 15 U.S.C. 

12 7215; 15 U.S.C. 7217) are repealed. 

13 (c) REFERENCES.—Beginning on the date that is 2 

14 years after the date of the enactment of this Act, any ref15 erence to the Public Company Accounting Oversight 

16 Board in any law, regulation, map, document, record, or 

17 other paper of the United States shall be deemed to be 

18 a reference to the Office of Public Accounting Oversight 

19 of the Office of the Chief Accountant of the Securities and 

20 Exchange Commission. 

21 (d) TERMINATION OF EXISTING BOARD.—The Public 

22 Company Accounting Oversight Board shall terminate on 

23 the date that is 2 years after the date of the enactment 

24 of this Act. 


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1 SEC. 502. ESTABLISHMENT; ADMINISTRATIVE PROVISIONS. 

2 (a) IN GENERAL.—Section 101 of the Sarbanes3 Oxley Act of 2002 (15 U.S.C. 7211) is amended— 

4 (1) by amending subsection (a) to read as fol5 lows: 

6 ‘‘(a) ESTABLISHMENT OF OFFICE.—There is estab7 lished in the Office of the Chief Accountant of the Com8 mission an Office of Public Accounting Oversight, to over9 see the audit of companies that are subject to the securi10 ties laws, and related matters, in order to protect the in11 terests of investors and further the public interest in the 

12 preparation of informative, accurate, and independent 

13 audit reports.’’; 

14 (2) by amending subsection (b) to read as fol15 lows: 

16 ‘‘(b) DIRECTOR.—The Chief Accountant of the Office 

17 of the Chief Accountant of the Commission shall serve as 

18 the Director of the Office of Public Accounting Over19 sight.’’; 

20 (3) in subsection (c)— 

21 (A) in the heading, by striking ‘‘THE

22 BOARD’’ and inserting ‘‘THE OFFICE’’; 

23 (B) by striking ‘‘, subject to action by the 

24 Commission under section 107, and once a de25 termination is made by the Commission under 

26 subsection (d) of this section’’; 


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1 (C) in paragraph (3), by striking ‘‘section 

2 104’’ and inserting ‘‘subsection (e)’’; 

3 (D) in paragraph (4), by striking ‘‘section 

4 105’’ and inserting ‘‘subsection (f)’’; 

5 (E) in paragraph (5)— 

6 (i) by striking ‘‘the Board (or the 

7 Commission, by rule or order)’’ and insert8 ing ‘‘the Commission’’; and 

9 (ii) by inserting ‘‘and’’ after the semi10 colon; 

11 (F) in paragraph (6)— 

12 (i) by striking ‘‘the rules of the 

13 Board’’ and inserting ‘‘the rules of the 

14 Commission’’; and 

15 (ii) by striking ‘‘; and’’ and inserting 

16 a period; and 

17 (G) by striking paragraph (7); 

18 (4) in subsection (d)— 

19 (A) by striking ‘‘The members of the 

20 Board’’ and inserting ‘‘The Chief Accountant of 

21 the Office of the Chief Accountant of the Com22 mission’’; 

23 (B) by striking ‘‘270 days after the date of 

24 enactment of this Act’’ and inserting ‘‘1 year 

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1 lining Public Company Accounting Oversight 

2 Act’’; and 

3 (C) by striking the last sentence; 

4 (5) by striking subsections (e), (f), and (g); 

5 (6) by inserting after subsection (d) the fol6 lowing: 

7 ‘‘(e) INSPECTIONS OF REGISTERED PUBLIC AC8 COUNTING FIRMS.—The Office shall conduct a continuing 

9 program of inspections to assess the degree of compliance 

10 of each registered public accounting firm and associated 

11 persons of that firm with this Act, the rules of the Com12 mission, or professional standards, in connection with its 

13 performance of audits, issuance of audit reports, and re14 lated matters involving issuers. 

15 ‘‘(f) INVESTIGATIONS AND DISCIPLINARY PRO16 CEEDINGS.—The Commission shall establish, by rule, fair 

17 procedures for the investigation and disciplining of reg18 istered public accounting firms and associated persons of 

19 such firms.’’; and 

20 (7) by redesignating subsection (h) as sub21 section (g). 

22 (b) PUBLICATION OF RULES.—The Director of the 

23 Office of Public Accounting Oversight shall, promptly 

24 after the creation of the Office, cause to be published in 

25 the Federal Register all rules that are transferred to the 


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1 jurisdiction of the Office pursuant to section 2 upon the 

2 termination of the Public Company Accounting Oversight 

3 Board. 

4 SEC. 503. REGISTRATION WITH THE OFFICE. 

5 Section 102 of the Sarbanes-Oxley Act of 2002 (15 

6 U.S.C. 7212) is amended— 

7 (1) in the section heading by striking ‘‘THE

8 BOARD’’ and inserting ‘‘THE OFFICE’’; 

9 (2) in subsection (b)(2)(H), by striking ‘‘the 

10 Board or the’’; and 

11 (3) in subsection (c)(2), by striking ‘‘for pur12 poses of sections 105(d) and 107(c)’’. 

13 SEC. 504. AUDITING, QUALITY CONTROL, STANDARDS, AND 

14 RULES. 

15 Section 103 of the Sarbanes-Oxley Act of 2002 (15 

16 U.S.C. 7213) is amended— 

17 (1) in the heading, by striking ‘‘AND INDE18 PENDENCE STANDARDS’’ and inserting ‘‘STAND19 ARDS, AND’’; 

20 (2) in subsection (a)(3)— 

21 (A) in subparagraph (A)(i), by striking ‘‘, 

22 subject to the terms of section 107,’’; 

23 (B) by striking subparagraph (B); and 

24 (C) by redesignating subparagraph (C) as 

25 subparagraph (B); 


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1 (3) in subsection (c) in the heading of para2 graph (2), by striking ‘‘BOARD’’ and inserting ‘‘OF3 FICE’’; and 

4 (4) in subsection (d), by striking ‘‘101(h)’’ and 

5 inserting ‘‘101(g)’’. 

6 SEC. 505. FOREIGN PUBLIC ACCOUNTING FIRMS. 

7 Section 106 of the Sarbanes-Oxley Act of 2002 (15 

8 U.S.C. 7216) is amended— 

9 (1) in the heading of subsection (a)(2), by 

10 striking ‘‘BOARD’’ and inserting ‘‘OFFICE’’; and 

11 (2) in subsection (c)— 

12 (A) by striking ‘‘and the Board, subject to 

13 the approval of the Commission, may,’’; and 

14 (B) by striking ‘‘(or Board)’’. 

15 SEC. 506. FUNDING. 

16 Section 109 of the Sarbanes-Oxley Act of 2002 (15 

17 U.S.C. 7219) is amended— 

18 (1) by amending subsection (b) to read as fol19 lows: 

20 ‘‘(b) ANNUAL BUDGETS.— 

21 ‘‘(1) STANDARD SETTING BODY.—The standard 

22 setting body referred to in subsection (a) shall estab23 lish a budget for each fiscal year, which shall be re24 viewed and approved according to their respective in25 ternal procedures not less than 1 month prior to the 


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1 commencement of the fiscal year to which the budg2 et pertains. 

3 ‘‘(2) THE OFFICE.—The Commission shall es4 tablish the budget for the Office for each fiscal 

5 year.’’; 

6 (2) in subsection (c)— 

7 (A) by amending paragraph (1) to read as 

8 follows: 

9 ‘‘(1) RECOVERABLE BUDGET EXPENSES.— 

10 ‘‘(A) STANDARD SETTING BODY.—The 

11 budget of the standard setting body referred to 

12 in subsection (a) for each fiscal year shall be 

13 payable from annual accounting support fees, in 

14 accordance with subsections (d) and (e). Ac15 counting support fees and other receipts of such 

16 standard-setting body shall not be considered 

17 public monies of the United States. 

18 ‘‘(B) THE OFFICE.—The budget of the Of19 fice (reduced by any registration or annual fees 

20 received under section 102(f) for the year pre21 ceding the year for which the budget is being 

22 computed) for each fiscal year may be payable 

23 from annual accounting support fees, in accord24 ance with subsections (d) and (e). Accounting 

25 support fees and other receipts of the Office.’’; 


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1 (B) in paragraph (2), by striking ‘‘shall’’ 

2 and inserting ‘‘may’’; 

3 (3) in subsection (d)— 

4 (A) in the heading, by striking ‘‘THE

5 BOARD’’ and inserting ‘‘THE OFFICE’’; 

6 (B) in paragraph (1), by striking ‘‘The 

7 Board shall establish, with the approval of the 

8 Commission,’’ and inserting ‘‘The Commission 

9 may establish’’; 

10 (C) in paragraph (2), by striking ‘‘shall’’ 

11 and inserting ‘‘may’’; and 

12 (D) by striking paragraph (3); 

13 (4) in subsection (j)— 

14 (A) by striking ‘‘either the Board,’’; and 

15 (B) by striking ‘‘, or both,’’; and 

16 (5) by striking subsection (k). 

17 SEC. 507. DEFINITIONS. 

18 Section 110 of the Sarbanes-Oxley Act of 2002 (15 

19 U.S.C. 7220) is amended— 

20 (1) by redesignating paragraphs (5) and (6) as 

21 paragraphs (6) and (7); and 

22 (2) by inserting after paragraph (4) the fol23 lowing: 


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1 ‘‘(5) OFFICE.—The term ‘Office’ means the Of2 fice of Public Accounting Oversight of the Office of 

3 the Chief Accountant of the Commission.’’. 

4 SEC. 508. TECHNICAL AND CONFORMING AMENDMENTS. 

5 (a) DEFINITIONS.—Section 2(a)(9)(C) of the Sar6 banes-Oxley Act of 2002 (15 U.S.C. 7201) is amended by 

7 striking ‘‘, 101(c), 105, and 107(c) and the rules of the 

8 Board and Commission issued thereunder’’ and inserting 

9 ‘‘and 101(c) and the rules of the Commission thereunder’’. 

10 (b) EXEMPTION AUTHORITY.—Section 201(b) of the 

11 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7231(b)) is 

12 amended— 

13 (1) by striking ‘‘The Board may’’ and inserting 

14 ‘‘The Commission may’’; and 

15 (2) by striking ‘‘in the same manner as for 

16 rules of the Board under section 107’’. 

17 (c) SELF-REGULATORY ORGANIZATION.—Section 

18 603(y)(3) of the Consumer Credit Protection Act (15 

19 U.S.C. 1681a(y)(3)) is amended by striking ‘‘any entity 

20 established under title I of the Sarbanes-Oxley Act of 

21 2002,’’. 

22 (d) CLERICAL AMENDMENT.—The table of contents 

23 in section 1(b) of the Sarbanes-Oxley Act of 2002 is 

24 amended— 


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1 (1) in the item relating to section 102, by strik2 ing ‘‘the Board’’ and inserting ‘‘the Office’’; 

3 (2) in the item relating to section 103, by strik4 ing ‘‘and independence standards’’ and inserting 

5 ‘‘standards, and’’; and 

6 (3) by striking the items relating to sections 

7 104, 105, and 107. 

8 SEC. 509. RULE OF CONSTRUCTION WITH RESPECT TO CO9 OPERATIVE ARRANGEMENTS. 

10 Nothing in this title, or the amendments made by this 

11 title, shall be construed to invalidate or otherwise affect 

12 a cooperative arrangement between the Public Company 

13 Accounting Oversight Board and a foreign auditor over14 sight authority (as defined in section 2(a) of the Sarbanes15 Oxley Act of 2002 (15 U.S.C. 7201(a))) in effect on the 

16 date that is 2 years after the date of the enactment of 

17 this Act. 

18 SEC. 510. REGULATIONS. 

19 The Securities and Exchange Commission may issue 

20 such regulations as may be necessary to carry out this 

21 title. 

22 SEC. 511. EFFECTIVE DATE. 

23 The amendments made by this title shall take effect 

24 on the date that is 2 years after the date of the enactment 

25 of this Act. 


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1 TITLE VI—STUDY REGARDING 

2 MAJOR RULES ISSUED BY 

3 THE SECURITIES AND EX4 CHANGE COMMISSION 

5 SEC. 601. GAO STUDY REGARDING MAJOR RULES. 

6 Section 4 of the Securities Exchange Act of 1934 (15 

7 U.S.C. 78d), as amended by section 401, is further 

8 amended by adding at the end the following: 

9 ‘‘(n) GAO STUDY REGARDING MAJOR RULES.— 

10 ‘‘(1) STUDY REQUIRED.— 

11 ‘‘(A) IN GENERAL.—Subject to subpara12 graph (C), not later than 1 year after the date 

13 of the enactment of this subsection, and every 

14 3 years thereafter, the Comptroller General of 

15 the United States shall carry out a study on 

16 each of the major rules issued by the Commis17 sion since the last such review. 

18 ‘‘(B) ELEMENTS.—The study required 

19 under subparagraph (A) shall include, with re20 spect to each major rule described in such sub21 paragraph— 

22 ‘‘(i) a cost benefit analysis of such 

23 major rule; 

24 ‘‘(ii) a comparison between the cost 

25 benefit analysis under clause (i) and the 


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1 cost benefit analysis for the same major 

2 rule carried out by the Commission; 

3 ‘‘(iii) a comparison between the pro4 jected costs of the major rule and the ac5 tual costs of the major rule; and 

6 ‘‘(iv) an evaluation of whether each 

7 major rule— 

8 ‘‘(I) facilitates capital formation; 

9 ‘‘(II) promotes fair, efficient 

10 markets; and 

11 ‘‘(III) protects investors. 

12 ‘‘(C) SPECIAL RULE.—If a study required 

13 under subparagraph (A) would apply to more 

14 than 10 major rules, the Comptroller Genera 

15 shall review only the 10 major rules that are 

16 the most significant, as determined by the 

17 Comptroller General. 

18 ‘‘(2) REPORT.—Not later than 1 year after 

19 completing a study under paragraph (1), the Comp20 troller General shall submit to the Committee on Fi21 nancial Services of the House of Representatives and 

22 the Committee on Banking, Housing, and Urban Af23 fairs of the Senate a report that includes— 

24 ‘‘(A) the results of such study; and 


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1 ‘‘(B) with respect to any major rule re2 viewed in such study that has not yet been fully 

3 implemented by the Commission, a statement 

4 that the Comptroller General is unable to fully 

5 analyze the costs of the major rule at the time 

6 the report is submitted. 

7 ‘‘(3) MAJOR RULE DEFINED.—In this sub8 section, the term ‘major rule’ has the meaning given 

9 the term in section 804 of title 5, United States 

10 Code.’’. 

11 TITLE VII—MINIMUM PUBLIC 

12 COMMENT PERIOD 

13 SEC. 701. MINIMUM PUBLIC COMMENT PERIOD. 

14 Section 4 of the Securities Exchange Act of 1934 (15 

15 U.S.C. 78d), as amended by section 601, is further 

16 amended by adding at the end the following: 

17 ‘‘(o) MINIMUM PUBLIC COMMENT PERIOD.— 

18 ‘‘(1) IN GENERAL.—With respect to a proposed 

19 rulemaking for which a public comment period is re20 quired under section 553 of title 5, United States 

21 Code, the Commission shall provide a public com22 ment period of— 

23 ‘‘(A) at least 60 days; or 


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1 ‘‘(B) if the Commission determines the 

2 proposed rule addresses imminent investor 

3 harm, at least 30 days. 

4 ‘‘(2) CALCULATION OF PERIODS.—For purposes 

5 of calculating the number of days in a period under 

6 paragraph (1) with respect to a proposed rule7 making— 

8 ‘‘(A) a Federal holiday shall not be count9 ed; and 

10 ‘‘(B) the period shall begin on the date the 

11 proposed rule is published in the Federal Reg12 ister.’’. 

Æ 


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