II 

Calendar No. 223 

112TH CONGRESS 

1ST SESSION H. R. 1965 

IN THE SENATE OF THE UNITED STATES 

NOVEMBER 3, 2011 

Received; read the first time 

NOVEMBER 7, 2011 

Read the second time and placed on the calendar 

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, 

3 SECTION 1. SHAREHOLDER REGISTRATION THRESHOLD. 

4 (a) AMENDMENTS TO SECTION 12 OF THE SECURI5 TIES EXCHANGE ACT OF 1934.—Section 12(g) of the Se6 curities Exchange Act of 1934 (15 U.S.C. 78l (g)) is 

7 amended— 

8 (1) in paragraph (1)— 

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

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


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HR 1965 PCS 

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

2 and’’ and inserting a semicolon; 

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

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

5 (D) by inserting after subparagraph (B) 

6 the following: 

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

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

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

10 in section 2 of the Bank Holding Company Act of 

11 1956 (12 U.S.C. 1841), not later than 120 days 

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

13 the effective date of this subsection, on which the 

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

15 class of equity security (other than an exempted se16 curity) held of record by 2,000 or more persons,’’; 

17 and 

18 (2) in paragraph (4), by striking ‘‘three hun19 dred’’ and inserting ‘‘300 persons, or, in the case of 

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

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

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

23 1956 (12 U.S.C. 1841), 1,200’’. 

24 (b) AMENDMENTS TO SECTION 15 OF THE SECURI25 TIES EXCHANGE ACT OF 1934.—Section 15(d) of the SeVerDate Mar 15 2010 23:46 Nov 07, 2011 Jkt 019200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H1965.PCS H1965

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1 curities Exchange Act of 1934 (15 U.S.C. 78o(d)) is 

2 amended, in the third sentence, by striking ‘‘three hun3 dred’’ and inserting ‘‘300 persons, or, in the case of bank, 

4 as such term is defined in section 3(a)(6), or a bank hold5 ing company, as such term is defined in section (2) of the 

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

7 1,200’’. 

8 SEC. 2. STUDY AND REPORT ON REGISTRATION THRESH9 OLDS. 

10 (a) STUDY.— 

11 (1) ANALYSIS REQUIRED.—The Chief Econo12 mist and Director of the Division of Corporation Fi13 nance of the Commission shall jointly conduct a 

14 study, including a cost-benefit analysis, of share15 holder registration thresholds. 

16 (2) COSTS AND BENEFITS.—The cost-benefit 

17 analysis under paragraph (1) shall take into ac18 count— 

19 (A) the incremental costs and benefits to 

20 investors of the increased disclosure that results 

21 from registration; 

22 (B) the incremental costs and benefits to 

23 issuers associated with registration and report24 ing requirements; and 


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1 (C) the incremental administrative costs to 

2 the Commission associated with different 

3 thresholds. 

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

5 under paragraph (1) shall evaluate whether it is ad6 visable to— 

7 (A) increase the asset threshold; 

8 (B) index the asset threshold to a measure 

9 of inflation; 

10 (C) increase the shareholder threshold; 

11 (D) change the shareholder threshold to be 

12 based on the number of beneficial owners; and 

13 (E) create new thresholds based on other 

14 criteria. 

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

16 of enactment of this Act, the Chief Economist and the Di17 rector of the Division of Corporation Finance of the Com18 mission shall jointly submit to the Committee on Banking, 

19 Housing, and Urban Affairs of the Senate and the Com20 mittee on Financial Services of the House of Representa21 tives a report that includes— 

22 (1) the findings of the study required under 

23 subsection (a); and 

24 (2) recommendations for statutory changes to 

25 improve the shareholder registration thresholds. 


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1 SEC. 3. RULEMAKING. 

2 Not later than 1 year after the date of enactment 

3 of this Act, the Commission shall issue final regulations 

4 to implement this Act and the amendments made by this 

5 Act. 

Passed the House of Representatives November 2, 

2011. 

Attest: KAREN L. HAAS, 

Clerk. 


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Calendar No. 223 

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 

NOVEMBER 7, 2011 

Read the second time and placed on the calendar 


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