II 

118TH CONGRESS 

2D SESSION S. 3676 

To except quotations of fixed-income securities from certain regulatory 

requirements, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

JANUARY 25, 2024 

Mr. HAGERTY introduced the following bill; which was read twice and referred 

to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To except quotations of fixed-income securities from certain 

regulatory requirements, 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 ‘‘Protecting Private Job 

5 Creators Act’’. 

6 SEC. 2. FINDINGS. 

7 Congress finds the following: 

8 (1) On September 16, 2020, the Securities and 

9 Exchange Commission (referred to in this section as 

10 the ‘‘Commission’’) adopted a final rule amending 


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1 section 240.15c2–11 of title 17, Code of Federal 

2 Regulations (referred to in this section as ‘‘Rule 

3 15c2–11’’). Those amendments addressed disclo4 sures in the marketplaces commonly referred to as 

5 ‘‘over-the-counter markets’’ (referred to in this sec6 tion as ‘‘OTC markets’’) and imposed requirements 

7 on brokers and dealers that publish quotations in 

8 OTC markets. 

9 (2) Rule 15c2–11 was originally promulgated in 

10 1971 and, since that time, has generally been under11 stood to apply to OTC markets. 

12 (3) The amendments described in paragraph 

13 (1) were based on the economic analysis of OTC 

14 markets. 

15 (4) Fixed-income markets are— 

16 (A) different in structure and function 

17 than OTC markets; and 

18 (B) critical to the ability of thousands of 

19 businesses’ ability to raise capital. 

20 (5) Section 230.144A of title 17, Code of Fed21 eral Regulations (referred to in this section as ‘‘Rule 

22 144A’’), requires that, upon request, issuers make 

23 their financial and operational information available 

24 to qualified institutional buyers. 


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1 (6) Following no-action letters issued on Sep2 tember 24, 2021, and December 16, 2021, the Com3 mission indicated that the Commission would apply 

4 Rule 15c2–11 to fixed-income markets in a manner 

5 that would make significant changes to long-stand6 ing regulatory requirements without a rulemaking 

7 process, without analysis of the costs and benefits of 

8 the action, and without regard for the input of the 

9 public. According to a subsequent no-action letter, 

10 which was issued on November 30, 2022, the Com11 mission will apply Rule 15c2–11 to fixed-income se12 curities sold pursuant to Rule 144A after no-action 

13 relief expires on January 4, 2025. 

14 (7) On October 30, 2023, the Commission ex15 empted fixed-income securities sold pursuant to Rule 

16 144A from Rule 15c2–11 compliance, finding that 

17 doing so is ‘‘appropriate in the public interest, and 

18 consistent with the protection of investors’’. 

19 SEC. 3. EXEMPTION RELATING TO QUOTATIONS OF FIXED20 INCOME SECURITIES. 

21 (a) DEFINITIONS.—In this section: 

22 (1) EQUITY SECURITY; SECURITY.—The terms 

23 ‘‘equity security’’ and ‘‘security’’ have the meanings 

24 given those terms in section 3(a) of the Securities 

25 Exchange Act of 1934 (15 U.S.C. 78c(a)). 


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1 (2) FIXED-INCOME SECURITY.—The term 

2 ‘‘fixed-income security’’ means— 

3 (A) any note, bond, debenture, certificate 

4 of deposit for a security, certificate of deposit, 

5 or asset-backed security or any other evidence 

6 of indebtedness; or 

7 (B) any security described in subparagraph 

8 (A)— 

9 (i) that is convertible, with or without 

10 consideration, into any equity security; or 

11 (ii) carrying any warrant or right to 

12 subscribe to or purchase any equity secu13 rity. 

14 (b) EXEMPTION.—Section 240.15c2–11 of title 17, 

15 Code of Federal Regulations, or any successor regulation, 

16 shall not apply with respect to a quotation of a fixed-in17 come security. 

Æ 


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