I 

119TH CONGRESS 

1ST SESSION H. R. 216 

To amend the Securities Act of 1933, the Securities Exchange Act of 1934, 

the Investment Company Act of 1940, and the Investment Advisors 

Act of 1940 with respect to the determination of violations. 

IN THE HOUSE OF REPRESENTATIVES 

JANUARY 7, 2025 

Mr. SESSIONS introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To amend the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 

1940, and the Investment Advisors Act of 1940 with 

respect to the determination of violations. 

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 ‘‘Securities Enforcement 

5 Clarity Act of 2025’’ or the ‘‘SEC Act of 2025’’. 

6 SEC. 2. DETERMINATION OF THE NUMBER OF VIOLATIONS. 

7 (a) SECURITIES ACT OF 1933.—The Securities Act 

8 of 1933 is amended— 


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1 (1) in section 8A(g) (15 U.S.C. 77h–1(g)), by 

2 adding at the end the following: 

3 ‘‘(4) DETERMINATION OF NUMBER OF VIOLA4 TIONS.—For purposes of determining the number of 

5 violations for which to impose penalties under para6 graph (1), separate acts of noncompliance are a sin7 gle violation when the acts are the result of— 

8 ‘‘(A) a common or a substantially overlap9 ping originating cause; 

10 ‘‘(B) the same misstatement or omission; 

11 or 

12 ‘‘(C) a continuing failure to comply.’’; and 

13 (2) in section 20(d) (15 U.S.C. 77t(d)), by add14 ing at the end the following: 

15 ‘‘(5) DETERMINATION OF NUMBER OF VIOLA16 TIONS.—For purposes of determining the number of 

17 violations for which to impose penalties under para18 graph (1), separate acts of noncompliance are a sin19 gle violation when the acts are the result of— 

20 ‘‘(A) a common or a substantially overlap21 ping originating cause; 

22 ‘‘(B) the same misstatement or omission; 

23 or 

24 ‘‘(C) a continuing failure to comply.’’. 


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1 (b) SECURITIES EXCHANGE ACT OF 1934.—The Se2 curities Exchange Act of 1934 is amended— 

3 (1) in section 21(d)(3) (15 U.S.C. 78u(d)(3)), 

4 by adding at the end the following: 

5 ‘‘(E) DETERMINATION OF NUMBER OF VIOLA6 TIONS.—For purposes of determining the number of 

7 violations for which to impose penalties under sub8 paragraph (A)(i), separate acts of noncompliance are 

9 a single violation when the acts are the result of— 

10 ‘‘(i) a common or a substantially overlap11 ping originating cause; 

12 ‘‘(ii) the same misstatement or omission; 

13 or 

14 ‘‘(iii) a continuing failure to comply.’’; 

15 (2) in section 21B(a) (15 U.S.C. 78u–2(b)), by 

16 adding at the end the following: 

17 ‘‘(3) DETERMINATION OF NUMBER OF VIOLA18 TIONS, ACTS, OR OMISSIONS.—For purposes of de19 termining the number of violations, acts, or omis20 sions for which to impose penalties under this sub21 section, separate acts of noncompliance are a single 

22 violation, act, or omission when the acts are the re23 sult of— 

24 ‘‘(A) a common or a substantially overlap25 ping originating cause; 


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1 ‘‘(B) the same misstatement or omission; 

2 or 

3 ‘‘(C) a continuing failure to comply.’’; and 

4 (3) in section 32 (15 U.S.C. 78ff), by adding at 

5 the end the following: 

6 ‘‘(d) DETERMINATION OF NUMBER OF VIOLA7 TIONS.—For purposes of determining the number of viola8 tions for which to impose penalties under subsection (c), 

9 separate acts of noncompliance are a single violation when 

10 the acts are the result of— 

11 ‘‘(1) a common or a substantially overlapping 

12 originating cause; 

13 ‘‘(2) the same misstatement or omission; or 

14 ‘‘(3) a continuing failure to comply.’’. 

15 (c) INVESTMENT COMPANY ACT OF 1940.—The In16 vestment Company Act of 1940 is amended— 

17 (1) in section 9(d) (15 U.S.C. 80a–9(d)), by 

18 adding at the end the following: 

19 ‘‘(5) DETERMINATION OF NUMBER OF VIOLA20 TIONS, ACTS, OR OMISSIONS.—For purposes of de21 termining the number of violations, acts, or omis22 sions for which to impose penalties under paragraph 

23 (1), separate acts of noncompliance are a single vio24 lation, act, or omission when the acts are the result 

25 of— 


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1 ‘‘(A) a common or a substantially overlap2 ping originating cause; 

3 ‘‘(B) the same misstatement or omission; 

4 or 

5 ‘‘(C) a continuing failure to comply.’’; and 

6 (2) in section 42(e) (15 U.S.C. 80a–41(e)), by 

7 adding at the end the following: 

8 ‘‘(5) DETERMINATION OF NUMBER OF VIOLA9 TIONS.—For purposes of determining the number of 

10 violations for which to impose penalties under para11 graph (1), separate acts of noncompliance are a sin12 gle violation when the acts are the result of— 

13 ‘‘(A) a common or a substantially overlap14 ping originating cause; 

15 ‘‘(B) the same misstatement or omission; 

16 or 

17 ‘‘(C) a continuing failure to comply.’’. 

18 (d) INVESTMENT ADVISORS ACT OF 1940.—The In19 vestment Advisers Act of 1940 is amended— 

20 (1) in section 203(i) (15 U.S.C. 80b–3(i)), by 

21 adding at the end the following: 

22 ‘‘(5) DETERMINATION OF NUMBER OF VIOLA23 TIONS, ACTS, OR OMISSIONS.—For purposes of de24 termining the number of violations, acts, or omis25 sions for which to impose penalties under paragraph 


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1 (1), separate acts of noncompliance are a single vio2 lation, act, or omission when the acts are the result 

3 of— 

4 ‘‘(A) a common or a substantially overlap5 ping originating cause; 

6 ‘‘(B) the same misstatement or omission; 

7 or 

8 ‘‘(C) a continuing failure to comply.’’; and 

9 (2) in section 209(e) (15 U.S.C. 80b–9(e)), by 

10 adding at the end the following: 

11 ‘‘(5) DETERMINATION OF NUMBER OF VIOLA12 TIONS.—For purposes of determining the number of 

13 violations for which to impose penalties under para14 graph (1), separate acts of noncompliance are a sin15 gle violation when the acts are the result of— 

16 ‘‘(A) a common or a substantially overlap17 ping originating cause; 

18 ‘‘(B) the same misstatement or omission; 

19 or 

20 ‘‘(C) a continuing failure to comply.’’. 

Æ 


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