IB 

Union Calendar No. 647 

118TH CONGRESS 

2D SESSION H. R. 8339 

[Report No. 118–782] 

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 

NOVEMBER 29, 2024 

Additional sponsor: Mrs. HOUCHIN

NOVEMBER 29, 2024 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union, and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 

[For text of introduced bill, see copy of bill as introduced on May 10, 2024] 


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A BILL 

To make improvements to the securities laws, and for other 

purposes. 


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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. Accountability provision relating to other regulatory entities. 

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. 


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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. 

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 (15 

9 U.S.C. 78w) is amended by adding at the end the following: 

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

11 ‘‘(1) CONSIDERATIONS BEFORE PROPOSING A

12 REGULATION.—Before proposing a regulation, the 

13 Commission shall— 

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

15 of the problem that the regulation is designed to 

16 address, as well as assess the significance of that 

17 problem, to enable assessment of whether any 

18 new regulation is warranted; and 

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

20 within the Commission’s jurisdiction and that 

21 the Commission has sufficient experience and exVerDate Sep 11 2014 21:45 Nov 29, 2024 Jkt 059200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6203 E:\BILLS\H8339.RH H8339

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1 pertise to regulate the subject matter covered by 

2 the regulation. 

3 ‘‘(2) REQUIREMENTS FOR ISSUING A PROPOSED

4 OR FINAL REGULATION.— 

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

6 or final regulation, the Commission shall— 

7 ‘‘(i) clearly identify the market par8 ticipants who will be impacted by the regu9 lation; 

10 ‘‘(ii) utilize the Chief Economist of the 

11 Commission to assess the costs and benefits, 

12 both qualitative and quantitative, of the 

13 regulation, both on the regulation’s own and 

14 cumulatively with other existing and pro15 posed regulations; 

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

17 Commission makes a reasoned determina18 tion that the benefits of the regulation jus19 tify the costs of the regulation; 

20 ‘‘(iv) identify and assess available al21 ternatives to the regulation that were con22 sidered, including modification of an exist23 ing regulation; 


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1 ‘‘(v) ensure that the regulation is acces2 sible, consistent, written in plain language, 

3 and easy to understand; and 

4 ‘‘(vi) ensure that the length of the pub5 lic comment period is commensurate with 

6 the complexity of the regulation and the ex7 pected public interest in the rulemaking. 

8 ‘‘(B) INCLUSION OF INFORMATION IN A PRO9 POSED OR FINAL REGULATION.—In issuing a 

10 proposed or final regulation, the Commission 

11 shall include in the regulation— 

12 ‘‘(i) the results of the identifications 

13 and assessments required under clauses (i) 

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

15 to the regulation; 

16 ‘‘(ii) an explanation of why the regula17 tion meets the regulatory objectives of the 

18 Commission more effectively than other 

19 available alternatives, including modifica20 tion of an existing regulation; 

21 ‘‘(iii) a description of how the Com22 mission intends the regulation to interact 

23 with existing regulations and proposed reg24 ulations; and 


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

2 public comment period for the regulation. 

3 ‘‘(3) CONSIDERATIONS AND ACTIONS.— 

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

5 whether and how to regulate, the Commission 

6 shall assess the costs and benefits of available 

7 regulatory alternatives, including the alternative 

8 of not regulating, and choose the approach that 

9 maximizes net benefits. Specifically, the Commis10 sion shall— 

11 ‘‘(i) consistent with the requirements of 

12 section 3(f) (15 U.S.C. 78c(f)), section 2(b) 

13 of the Securities Act of 1933 (15 U.S.C. 

14 77b(b)), section 202(c) of the Investment 

15 Advisers Act of 1940 (15 U.S.C. 80b–2(c)), 

16 and section 2(c) of the Investment Company 

17 Act of 1940 (15 U.S.C. 80a–2(c)), consider 

18 whether a rulemaking (both on the regula19 tion’s own and cumulatively with other ex20 isting and proposed regulations), in addi21 tion to being in the interest of protecting 

22 investors, will promote efficiency, competi23 tion, and capital formation; 

24 ‘‘(ii) evaluate whether, consistent with 

25 obtaining regulatory objectives, a regulation 


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1 (both on the regulation’s own and cumula2 tively with other existing and proposed reg3 ulations) is tailored to impose the least bur4 den on society, including market partici5 pants, individuals, businesses of differing 

6 sizes, and other entities (including State 

7 and local governmental entities), taking 

8 into account, to the extent practicable, the 

9 cumulative costs of regulations; and 

10 ‘‘(iii) evaluate whether a regulation is 

11 inconsistent, incompatible, or duplicative of 

12 other Federal regulations. 

13 ‘‘(B) ADDITIONAL CONSIDERATIONS.—In 

14 addition, in making a reasoned determination 

15 under paragraph (2)(A)(iii) of the costs and ben16 efits of a regulation, the Commission shall, to the 

17 extent that each is relevant to the particular reg18 ulation, take into consideration the impact of the 

19 regulation on— 

20 ‘‘(i) investor choice; 

21 ‘‘(ii) market liquidity in the securities 

22 markets; 

23 ‘‘(iii) small businesses; 

24 ‘‘(iv) competition in the marketplace; 

25 ‘‘(v) investor access; and 


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1 ‘‘(vi) the United States’ economic com2 petitiveness. 

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

4 ‘‘(A) IN GENERAL.—Whenever the Commis5 sion issues a final regulation that is a ‘major 

6 rule’ (as defined under section 804 of title 5, 

7 United States Code), it shall state, in the regula8 tion, 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 regula14 tion and to measure the extent to which the 

15 regulation has accomplished the stated pur16 poses. 

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 stat22 ed purposes. 

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

25 result from the regulation. 


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1 ‘‘(B) REQUIREMENTS OF ASSESSMENT PLAN

2 AND REPORT.— 

3 ‘‘(i) REQUIREMENTS OF PLAN.—For 

4 each regulation described under subpara5 graph (A), the Chief Economist shall estab6 lish 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 reg16 ulation, differentiating between public 

17 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 of 

23 the 4-year period beginning on the date the 

24 applicable regulation is issued, unless the 

25 Commission, at the request of the Chief 


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1 Economist, publishes at least 90 days before 

2 the end of such period a notice in the Fed3 eral Register extending the date and pro4 viding specific reasons why an extension is 

5 necessary. 

6 ‘‘(iii) PUBLIC COMMENT.—Not later 

7 than 7 days after the Commission receives 

8 an assessment plan report under clause (ii), 

9 the Commission shall publish the report in 

10 the Federal Register for public comment. 

11 ‘‘(5) REGULATION DEFINED.—In this subsection, 

12 the term ‘regulation’— 

13 ‘‘(A) means an agency statement of general 

14 applicability and future effect that is designed to 

15 implement, interpret, or prescribe law or policy 

16 or to describe the procedure or practice require17 ments of an agency, including rules, orders of 

18 general applicability, interpretive releases, and 

19 other statements of general applicability that the 

20 agency intends to have the force and effect of 

21 law; and 

22 ‘‘(B) does not include— 

23 ‘‘(i) a regulation issued in accordance 

24 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. ACCOUNTABILITY PROVISION RELATING TO 

15 OTHER REGULATORY ENTITIES. 

16 A rule adopted by the Municipal Securities Rule17 making Board or any national securities association reg18 istered under section 15A of the Securities Exchange Act 

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

20 Securities and Exchange Commission determines that, in 

21 adopting such rule, the Board or association has complied 

22 with the requirements of section 23(e) of the Securities Ex23 change Act of 1934, as added by section 101, in the same 

24 manner as is required by the Commission under such sec25 tion 23(e). 


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1 TITLE II—SEC TRANSPARENCY 

2 SEC. 201. SEMIANNUAL TESTIMONY TO CONGRESS REGARD3 ING ACTIVITIES OF THE SECURITIES AND EX4 CHANGE COMMISSION. 

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

6 U.S.C. 78d) is amended by adding at the end the following: 

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

8 Chairman of the Commission shall, not less than once every 

9 6 months after the date of the enactment of this subsection, 

10 testify before the Committee on Financial Services of the 

11 House of Representatives and the Committee on Banking, 

12 Housing, and Urban Affairs of the Senate on the activities 

13 of the Commission. At least once annually, the Commis14 sioners shall join the Chairman with respect to testifying 

15 pursuant to the preceding sentence.’’. 

16 TITLE III—SEC CYBERSECURITY 

17 SEC. 301. GAO AUDIT OF INFORMATION TECHNOLOGY IN18 FRASTRUCTURE AND HANDLING OF DATA. 

19 The Comptroller General of the United States shall, 

20 not later than 1 year after the date of the enactment of this 

21 Act— 

22 (1) perform an independent audit of the infor23 mation technology (IT) infrastructure of the Securi24 ties and Exchange Commission and the Commission’s 

25 handling of data, including— 


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

2 spending to other Federal financial regulators, 

3 including— 

4 (i) the total amount spent on IT equip5 ment and services; and 

6 (ii) the amount of IT spending in pro7 portion to each regulator’s total spending; 

8 (B) examining the quality and effectiveness 

9 of the Commission’s IT contracting; 

10 (C) determining if the Commission’s data 

11 and cybersecurity systems and procedures are 

12 sufficient; and 

13 (D) examining any recent Commission IT 

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

15 may have compromised the Commission’s IT in16 frastructure or exposed a vulnerability; and 

17 (2) provide to the Commission, the Committee on 

18 Financial Services of the House of Representatives, 

19 and the Committee on Banking, Housing, and Urban 

20 Affairs of the Senate a report containing— 

21 (A) all findings and determinations made 

22 in conducting the audit; and 

23 (B) recommendations for steps that can be 

24 taken to improve the Commission’s IT infra25 structure. 


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1 TITLE IV—REVIEW THE 

2 EXPANSION OF GOVERNMENT 

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

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

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

6 by adding at the end the following: 

7 ‘‘(m) PERIODIC REVIEW OF FINAL RULES RE8 QUIRED.— 

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

10 issued by the Commission, the Commission shall re11 view such rule not later than 5 years after the date 

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

13 thereafter, to determine if any revision (including a 

14 rescission) to the rule is necessary or appropriate— 

15 ‘‘(A) to facilitate capital formation; 

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

17 and 

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

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

20 issued by the Commission before the date of enactment 

21 of this subsection, the first review of such rule re22 quired under paragraph (1) shall occur before the end 

23 of the 5-year period beginning on the date of enact24 ment of this subsection. 


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

2 shall— 

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

4 the enactment of this subsection, submit to Con5 gress and make publicly available a report that 

6 includes a plan to carry out the review required 

7 under this subsection with respect to the final 

8 rules described in paragraphs (1) and (2); and 

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

10 of the enactment of this subsection and not less 

11 than once every 5 years thereafter, submit to 

12 Congress and make publicly available a report 

13 that identifies— 

14 ‘‘(i) each final rule the Commission re15 viewed under this subsection in the pre16 ceding 5-year period and an explanation of 

17 the Commission’s findings and actions 

18 taken or planned to be taken; and 

19 ‘‘(ii) each action or review the Com20 mission failed to carry out in the preceding 

21 5-year period under the plan required 

22 under subparagraph (A) and an expla23 nation for such failure.’’. 


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1 SEC. 402. CONSIDERATION OF CUMULATIVE EFFECT OF 

2 REGULATIONS REQUIRED. 

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

4 Section 2(b) of the Securities Act of 1933 (15 U.S.C. 77b(b)) 

5 is amended by inserting ‘‘, when considered individually 

6 or cumulatively with other rules or regulations or other pro7 posed rules or regulations,’’ before ‘‘will promote’’. 

8 (b) RULES UNDER THE SECURITIES EXCHANGE ACT

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

10 of 1934 (15 U.S.C. 78w(a)(2)) is amended by inserting ‘‘, 

11 when considered individually or cumulatively with other 

12 rules or regulations or other proposed rules or regulations,’’ 

13 after ‘‘which would’’. 

14 (c) RULES UNDER THE INVESTMENT COMPANY ACT OF

15 1940.—Section 2(c) of the Investment Company Act of 1940 

16 (15 U.S.C. 80a–2(c)) is amended by inserting ‘‘, when con17 sidered individually or cumulatively with other rules or 

18 regulations or other proposed rules or regulations,’’ before 

19 ‘‘will promote’’. 

20 (d) RULES UNDER THE INVESTMENT ADVISERS ACT

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

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

23 when considered individually or cumulatively with other 

24 rules or regulations or other proposed rules or regulations,’’ 

25 before ‘‘will promote’’. 


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1 TITLE V—STREAMLINING PUB2 LIC COMPANY ACCOUNTING 

3 OVERSIGHT 

4 SEC. 501. TRANSFER OF PUBLIC COMPANY ACCOUNTING 

5 OVERSIGHT BOARD TO SECURITIES AND EX6 CHANGE COMMISSION. 

7 (a) GLOBAL AMENDMENTS.—Except as otherwise pro8 vided under this title, title I of the Sarbanes-Oxley Act of 

9 2002 (15 U.S.C. 7211 et seq.) is amended— 

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

11 COMPANY ACCOUNTING OVERSIGHT 

12 BOARD’’ and inserting ‘‘OFFICE OF PUBLIC 

13 ACCOUNTING OVERSIGHT’’; 

14 (2) by striking ‘‘the Board’’ each place it ap15 pears and inserting ‘‘the Office’’; 

16 (3) by striking ‘‘The Board’’ each place it ap17 pears and inserting ‘‘The Office’’; and 

18 (4) by striking ‘‘the Board’s’’ each place it ap19 pears and inserting ‘‘the Office’s’’. 

20 (b) REPEALS.—Sections 104, 105, and 107 of the Sar21 banes-Oxley Act of 2002 (15 U.S.C. 7214; 15 U.S.C. 7215; 

22 15 U.S.C. 7217) are repealed. 

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

24 years after the date of the enactment of this Act, any ref25 erence to the Public Company Accounting Oversight Board 


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1 in any law, regulation, map, document, record, or other 

2 paper of the United States shall be deemed to be a reference 

3 to the Office of Public Accounting Oversight of the Office 

4 of the Chief Accountant of the Securities and Exchange 

5 Commission. 

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

7 Company Accounting Oversight Board shall terminate on 

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

9 this Act. 

10 SEC. 502. ESTABLISHMENT; ADMINISTRATIVE PROVISIONS. 

11 (a) IN GENERAL.—Section 101 of the Sarbanes-Oxley 

12 Act of 2002 (15 U.S.C. 7211) is amended— 

13 (1) by amending subsection (a) to read as fol14 lows: 

15 ‘‘(a) ESTABLISHMENT OF OFFICE.—There is estab16 lished in the Office of the Chief Accountant of the Commis17 sion an Office of Public Accounting Oversight, to oversee 

18 the audit of companies that are subject to the securities 

19 laws, and related matters, in order to protect the interests 

20 of investors and further the public interest in the prepara21 tion of informative, accurate, and independent audit re22 ports.’’; 

23 (2) by amending subsection (b) to read as fol24 lows: 


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

2 of the Chief Accountant of the Commission shall serve as 

3 the Director of the Office of Public Accounting Oversight.’’; 

4 (3) in subsection (c)— 

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

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

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

8 Commission under section 107, and once a deter9 mination is made by the Commission under sub10 section (d) of this section’’; 

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

12 104’’ and inserting ‘‘subsection (e)’’; 

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

14 105’’ and inserting ‘‘subsection (f)’’; 

15 (E) in paragraph (5)— 

16 (i) by striking ‘‘the Board (or the Com17 mission, by rule or order)’’ and inserting 

18 ‘‘the Commission’’; and 

19 (ii) by inserting ‘‘and’’ after the semi20 colon; 

21 (F) in paragraph (6)— 

22 (i) by striking ‘‘the rules of the Board’’ 

23 and inserting ‘‘the rules of the Commis24 sion’’; and 


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

2 a period; and 

3 (G) by striking paragraph (7); 

4 (4) in subsection (d)— 

5 (A) by striking ‘‘The members of the Board’’ 

6 and inserting ‘‘The Chief Accountant of the Of7 fice of the Chief Accountant of the Commission’’; 

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

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

10 after the date of the enactment of the Stream11 lining Public Company Accounting Oversight 

12 Act’’; and 

13 (C) by striking the last sentence; 

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

15 (6) by inserting after subsection (d) the fol16 lowing: 

17 ‘‘(e) INSPECTIONS OF REGISTERED PUBLIC ACCOUNT18 ING FIRMS.—The Office shall conduct a continuing pro19 gram of inspections to assess the degree of compliance of 

20 each registered public accounting firm and associated per21 sons of that firm with this Act, the rules of the Commission, 

22 or professional standards, in connection with its perform23 ance of audits, issuance of audit reports, and related mat24 ters involving issuers. 


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1 ‘‘(f) INVESTIGATIONS AND DISCIPLINARY PRO2 CEEDINGS.—The Commission shall establish, by rule, fair 

3 procedures for the investigation and disciplining of reg4 istered public accounting firms and associated persons of 

5 such firms.’’; and 

6 (7) by redesignating subsection (h) as subsection 

7 (g). 

8 (b) PUBLICATION OF RULES.—The Director of the Of9 fice of Public Accounting Oversight shall, promptly after 

10 the creation of the Office, cause to be published in the Fed11 eral Register all rules that are transferred to the jurisdic12 tion of the Office pursuant to section 2 upon the termi13 nation of the Public Company Accounting Oversight Board. 

14 SEC. 503. REGISTRATION WITH THE OFFICE. 

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

16 U.S.C. 7212) is amended— 

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

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

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

20 Board or the’’; and 

21 (3) in subsection (c)(2), by striking ‘‘for purposes 

22 of sections 105(d) and 107(c)’’. 


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

2 RULES. 

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

4 U.S.C. 7213) is amended— 

5 (1) in the heading, by striking ‘‘AND INDE6 PENDENCE STANDARDS’’ and inserting ‘‘STAND7 ARDS,’’; 

8 (2) in subsection (a)(3)— 

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

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

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

12 (C) by redesignating subparagraph (C) as 

13 subparagraph (B); 

14 (3) in subsection (c) in the heading of paragraph 

15 (2), by striking ‘‘BOARD’’ and inserting ‘‘OFFICE’’; 

16 and 

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

18 inserting ‘‘101(g)’’. 

19 SEC. 505. FOREIGN PUBLIC ACCOUNTING FIRMS. 

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

21 U.S.C. 7216) is amended— 

22 (1) in the heading of subsection (a)(2), by strik23 ing ‘‘BOARD’’ and inserting ‘‘OFFICE’’; and 

24 (2) in subsection (c)— 

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

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


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1 (B) by striking ‘‘(or Board)’’. 

2 SEC. 506. FUNDING. 

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

4 U.S.C. 7219) is amended— 

5 (1) by amending subsection (b) to read as fol6 lows: 

7 ‘‘(b) ANNUAL BUDGETS.— 

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

9 setting body referred to in subsection (a) shall estab10 lish a budget for each fiscal year, which shall be re11 viewed and approved according to their respective in12 ternal procedures not less than 1 month prior to the 

13 commencement of the fiscal year to which the budget 

14 pertains. 

15 ‘‘(2) THE OFFICE.—The Commission shall estab16 lish the budget for the Office for each fiscal year.’’; 

17 (2) in subsection (c)— 

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

19 follows: 

20 ‘‘(1) RECOVERABLE BUDGET EXPENSES.— 

21 ‘‘(A) STANDARD SETTING BODY.—The budg22 et of the standard setting body referred to in sub23 section (a) for each fiscal year shall be payable 

24 from annual accounting support fees, in accord25 ance with subsections (d) and (e). Accounting 


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1 support fees and other receipts of such standard2 setting body shall not be considered public mon3 ies of the United States. 

4 ‘‘(B) THE OFFICE.—The budget of the Office 

5 (reduced by any registration or annual fees re6 ceived under section 102(f) for the year preceding 

7 the year for which the budget is being computed) 

8 for each fiscal year may be payable from annual 

9 accounting support fees, in accordance with sub10 sections (d) and (e). Accounting support fees and 

11 other receipts of the Office.’’; 

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

13 and inserting ‘‘may’’; 

14 (3) in subsection (d)— 

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

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

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

18 Board shall establish, with the approval of the 

19 Commission,’’ and inserting ‘‘The Commission 

20 may establish’’; 

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

22 and inserting ‘‘may’’; and 

23 (D) by striking paragraph (3); 

24 (4) in subsection (j)— 

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


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

2 (5) by striking subsection (k). 

3 SEC. 507. DEFINITIONS. 

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

5 U.S.C. 7220) is amended— 

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

7 paragraphs (6) and (7); and 

8 (2) by inserting after paragraph (4) the fol9 lowing: 

10 ‘‘(5) OFFICE.—The term ‘Office’ means the Office 

11 of Public Accounting Oversight of the Office of the 

12 Chief Accountant of the Commission.’’. 

13 SEC. 508. TECHNICAL AND CONFORMING AMENDMENTS. 

14 (a) DEFINITIONS.—Section 2(a)(9)(C) of the Sar15 banes-Oxley Act of 2002 (15 U.S.C. 7201) is amended by 

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

17 Board and Commission issued thereunder’’ and inserting 

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

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

20 Sarbanes-Oxley Act of 2002 (15 U.S.C. 7231(b)) is amend21 ed— 

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

23 ‘‘The Commission may’’; and 

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

25 of the Board under section 107’’. 


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1 (c) SELF-REGULATORY ORGANIZATION.—Section 

2 603(y)(3) of the Consumer Credit Protection Act (15 U.S.C. 

3 1681a(y)(3)) is amended by striking ‘‘any entity established 

4 under title I of the Sarbanes-Oxley Act of 2002,’’. 

5 (d) CLERICAL AMENDMENT.—The table of contents in 

6 section 1(b) of the Sarbanes-Oxley Act of 2002 is amend7 ed— 

8 (1) by striking the item relating to title I and 

9 inserting the following new item: 

‘‘TITLE I—OFFICE OF PUBLIC ACCOUNTING OVERSIGHT’’; 

10 (2) in the item relating to section 102, by strik11 ing ‘‘the Board’’ and inserting ‘‘the Office’’; 

12 (3) in the item relating to section 103, by strik13 ing ‘‘and independence standards’’ and inserting 

14 ‘‘standards,’’; and 

15 (4) by striking the items relating to sections 104, 

16 105, and 107. 

17 SEC. 509. RULE OF CONSTRUCTION WITH RESPECT TO CO18 OPERATIVE ARRANGEMENTS. 

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

20 title, shall be construed to invalidate or otherwise affect a 

21 cooperative arrangement between the Public Company Ac22 counting Oversight Board and a foreign auditor oversight 

23 authority (as defined in section 2(a) of the Sarbanes-Oxley 

24 Act of 2002 (15 U.S.C. 7201(a))) in effect on the date that 

25 is 2 years after the date of the enactment of this Act. 


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1 SEC. 510. REGULATIONS. 

2 The Securities and Exchange Commission may issue 

3 such regulations as may be necessary to carry out this title. 

4 SEC. 511. EFFECTIVE DATE. 

5 The amendments made by this title shall take effect 

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

7 of this Act. 

8 TITLE VI—STUDY REGARDING 

9 MAJOR RULES ISSUED BY THE 

10 SECURITIES AND EXCHANGE 

11 COMMISSION 

12 SEC. 601. GAO STUDY REGARDING MAJOR RULES. 

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

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

15 by adding at the end the following: 

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

17 ‘‘(1) STUDY REQUIRED.— 

18 ‘‘(A) IN GENERAL.—Subject to subpara19 graph (C), not later than 1 year after the date 

20 of the enactment of this subsection, and every 3 

21 years thereafter, the Comptroller General of the 

22 United States shall carry out a study on each of 

23 the major rules issued by the Commission since 

24 the last such review. 

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

26 under subparagraph (A) shall include, with reVerDate Sep 11 2014 21:45 Nov 29, 2024 Jkt 059200 PO 00000 Frm 00028 Fmt 6652 Sfmt 6203 E:\BILLS\H8339.RH H8339

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1 spect to each major rule described in such sub2 paragraph— 

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

4 major rule; 

5 ‘‘(ii) a comparison between the cost 

6 benefit analysis under clause (i) and the 

7 cost benefit analysis for the same major rule 

8 carried out by the Commission; 

9 ‘‘(iii) a comparison between the pro10 jected costs of the major rule and the actual 

11 costs of the major rule; and 

12 ‘‘(iv) an evaluation of whether each 

13 major rule— 

14 ‘‘(I) facilitates capital formation; 

15 ‘‘(II) promotes fair, efficient mar16 kets; and 

17 ‘‘(III) protects investors. 

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

19 under subparagraph (A) would apply to more 

20 than 10 major rules, the Comptroller Genera 

21 shall review only the 10 major rules that are the 

22 most significant, as determined by the Comp23 troller General. 

24 ‘‘(2) REPORT.—Not later than 1 year after com25 pleting a study under paragraph (1), the Comptroller 


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1 General shall submit to the Committee on Financial 

2 Services of the House of Representatives and the Com3 mittee on Banking, Housing, and Urban Affairs of 

4 the Senate a report that includes— 

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

6 ‘‘(B) with respect to any major rule re7 viewed in such study that has not yet been fully 

8 implemented by the Commission, a statement 

9 that the Comptroller General is unable to fully 

10 analyze the costs of the major rule at the time 

11 the report is submitted. 

12 ‘‘(3) MAJOR RULE DEFINED.—In this subsection, 

13 the term ‘major rule’ has the meaning given the term 

14 in section 804 of title 5, United States Code.’’. 

15 TITLE VII—MINIMUM PUBLIC 

16 COMMENT PERIOD 

17 SEC. 701. MINIMUM PUBLIC COMMENT PERIOD. 

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

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

20 by adding at the end the following: 

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

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

23 rulemaking for which a public comment period is re24 quired under section 553 of title 5, United States 


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1 Code, the Commission shall provide a public comment 

2 period of— 

3 ‘‘(A) at least 60 days; or 

4 ‘‘(B) if the Commission determines the pro5 posed rule addresses imminent investor harm, at 

6 least 30 days. 

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

8 of calculating the number of days in a period under 

9 paragraph (1) with respect to a proposed rule10 making— 

11 ‘‘(A) a Federal holiday shall not be counted; 

12 and 

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

14 proposed rule is published in the Federal Reg15 ister.’’. 


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Union Calendar No. 647 

118TH CONGRESS 

2D SESSION H. R. 8339 

[Report No. 118–782] 

A BILL 

To make improvements to the securities laws, and 

N

for other purposes. 

OVEMBER 29, 2024 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union, 


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