II 

112TH CONGRESS 

1ST SESSION S. 556 

To amend the securities laws to establish certain thresholds for shareholder 

registration, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

MARCH 10, 2011 

Mrs. HUTCHISON (for herself and Mr. PRYOR) introduced the following bill; 

which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

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. 781(g)) is 

7 amended— 

8 (1) in paragraph (1)— 

9 (A) by striking subparagraphs (A) and (B) 

10 and inserting the following: 


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

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

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

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

5 1956 (12 U.S.C. 1841), 2000 persons or more; and 

6 ‘‘(2) in the case of an issuer that is not a bank 

7 or bank holding company, 500 persons or more,’’; 

8 and 

9 (B) by striking ‘‘commerce shall’’ and in10 serting ‘‘commerce shall, not later than 120 

11 days after the last day of its first fiscal year 

12 ended after the effective date of this subsection, 

13 on which the issuer has total assets exceeding 

14 $10,000,000 and a class of equity security 

15 (other than an exempted security) held of 

16 record by’’; and 

17 (2) in paragraph (4), by striking ‘‘three hun18 dred’’ and inserting ‘‘300 persons, or, in the case of 

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

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

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

22 1956 (12 U.S.C. 1841), 1200’’. 

23 (b) AMENDMENTS TO SECTION 15 OF THE SECURI24 TIES EXCHANGE ACT OF 1934.—Section 15(d) of the Se25 curities Exchange Act of 1934 (15 U.S.C. 78o(d)) is 


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1 amended, in the third sentence, by striking ‘‘three hun2 dred’’ and inserting ‘‘300 persons, or, in the case of bank, 

3 as such term is defined in section 3(a)(6), or a bank hold4 ing company, as such term is defined in section (2) of the 

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

6 1200’’. 

7 SEC. 2. STUDY AND REPORT ON REGISTRATION THRESH8 OLDS. 

9 (a) STUDY.— 

10 (1) ANALYSIS REQUIRED.—The Chief Econo11 mist and Director of the Division of Corporation Fi12 nance of the Commission shall jointly conduct a 

13 study, including a cost-benefit analysis, of share14 holder registration thresholds. 

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

16 analysis under paragraph (1) shall take into ac17 count— 

18 (A) the incremental benefits to investors of 

19 the increased disclosure that results from reg20 istration; 

21 (B) the incremental costs to issuers associ22 ated with registration and reporting require23 ments; 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 one 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. 

Æ 


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