112TH CONGRESS 

1ST SESSION H. R. 1965 

AN ACT 

To amend the securities laws to establish certain thresholds 

for shareholder registration, 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, 
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1 SECTION 1. SHAREHOLDER REGISTRATION THRESHOLD. 

2 (a) AMENDMENTS TO SECTION 12 OF THE SECURI3 TIES EXCHANGE ACT OF 1934.—Section 12(g) of the Se4 curities Exchange Act of 1934 (15 U.S.C. 78l (g)) is 

5 amended— 

6 (1) in paragraph (1)— 

7 (A) by striking ‘‘$1,000,000’’ both places 

8 it appears and inserting ‘‘$10,000,000’’; 

9 (B) in subparagraph (A), by striking ‘‘; 

10 and’’ and inserting a semicolon; 

11 (C) in subparagraph (B), by striking the 

12 comma at the end and inserting ‘‘; and’’; and 

13 (D) by inserting after subparagraph (B) 

14 the following: 

15 ‘‘(C) in the case of an issuer that is a bank, as 

16 such term is defined in section 3(a)(6) of this title, 

17 or a bank holding company, as such term is defined 

18 in section 2 of the Bank Holding Company Act of 

19 1956 (12 U.S.C. 1841), not later than 120 days 

20 after the last day of its first fiscal year ended after 

21 the effective date of this subsection, on which the 

22 issuer has total assets exceeding $10,000,000 and a 

23 class of equity security (other than an exempted se24 curity) held of record by 2,000 or more persons,’’; 

25 and 
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1 (2) in paragraph (4), by striking ‘‘three hun2 dred’’ and inserting ‘‘300 persons, or, in the case of 

3 a bank, as such term is defined in section 3(a)(6), 

4 or a bank holding company, as such term is defined 

5 in section (2) of the Bank Holding Company Act of 

6 1956 (12 U.S.C. 1841), 1,200’’. 

7 (b) AMENDMENTS TO SECTION 15 OF THE SECURI8 TIES EXCHANGE ACT OF 1934.—Section 15(d) of the Se9 curities Exchange Act of 1934 (15 U.S.C. 78o(d)) is 

10 amended, in the third sentence, by striking ‘‘three hun11 dred’’ and inserting ‘‘300 persons, or, in the case of bank, 

12 as such term is defined in section 3(a)(6), or a bank hold13 ing company, as such term is defined in section (2) of the 

14 Bank Holding Company Act of 1956 (12 U.S.C. 1841), 

15 1,200’’. 

16 SEC. 2. STUDY AND REPORT ON REGISTRATION THRESH17 OLDS. 

18 (a) STUDY.— 

19 (1) ANALYSIS REQUIRED.—The Chief Econo20 mist and Director of the Division of Corporation Fi21 nance of the Commission shall jointly conduct a 

22 study, including a cost-benefit analysis, of share23 holder registration thresholds. 
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1 (2) COSTS AND BENEFITS.—The cost-benefit 

2 analysis under paragraph (1) shall take into ac3 count— 

4 (A) the incremental costs and benefits to 

5 investors of the increased disclosure that results 

6 from registration; 

7 (B) the incremental costs and benefits to 

8 issuers associated with registration and report9 ing requirements; and 

10 (C) the incremental administrative costs to 

11 the Commission associated with different 

12 thresholds. 

13 (3) THRESHOLDS.—The cost-benefit analysis 

14 under paragraph (1) shall evaluate whether it is ad15 visable to— 

16 (A) increase the asset threshold; 

17 (B) index the asset threshold to a measure 

18 of inflation; 

19 (C) increase the shareholder threshold; 

20 (D) change the shareholder threshold to be 

21 based on the number of beneficial owners; and 

22 (E) create new thresholds based on other 

23 criteria. 

24 (b) REPORT.—Not later than 2 years after the date 

25 of enactment of this Act, the Chief Economist and the Di-
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1 rector of the Division of Corporation Finance of the Com2 mission shall jointly submit to the Committee on Banking, 

3 Housing, and Urban Affairs of the Senate and the Com4 mittee on Financial Services of the House of Representa5 tives a report that includes— 

6 (1) the findings of the study required under 

7 subsection (a); and 

8 (2) recommendations for statutory changes to 

9 improve the shareholder registration thresholds. 

10 SEC. 3. RULEMAKING. 

11 Not later than 1 year after the date of enactment 

12 of this Act, the Commission shall issue final regulations 

13 to implement this Act and the amendments made by this 

14 Act. 

Passed the House of Representatives November 2, 

2011. 

Attest: 

Clerk. 
112TH CONGRESS 

1ST SESSION H. R. 1965 

AN ACT 

To amend the securities laws to establish certain 

other purposes. thresholds for shareholder registration, and for