I 

111TH CONGRESS 

1ST SESSION H. R. 281 

To authorize the Securities and Exchange Commission to permit or require 

persons filing or furnishing information under the securities laws to 

make such information available on internet websites, in addition to 

or instead of including such information in filings with or submissions 

to the Commission, under such conditions as the Commission may specify 

by rule. 

IN THE HOUSE OF REPRESENTATIVES 

JANUARY 7, 2009 

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

Committee on Financial Services 

A BILL 

To authorize the Securities and Exchange Commission to 

permit or require persons filing or furnishing information 

under the securities laws to make such information available on internet websites, in addition to or instead of 

including such information in filings with or submissions 

to the Commission, under such conditions as the Commission may specify by rule. 

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. SHORT TITLE. 

2 This Act may be cited as the ‘‘Transparency in Cor3 porate Filings Act’’. 

4 SEC. 2. AUTHORITY TO PERMIT OR REQUIRE SECURITIES 

5 ACT OF 1933 FILINGS ON INTERNET 

6 WEBSITES. 

7 (a) REGISTRATION STATEMENTS.—Section 7(a) of 

8 the Securities Act of 1933 (15 U.S.C. 77g(a)) is amended 

9 by striking ‘‘any class of issuers or securities if it finds’’ 

10 and inserting ‘‘any class of issuers or securities either be11 cause the Commission otherwise prescribed a means by 

12 which the information should be publicly disclosed, or be13 cause the Commission finds’’. 

14 (b) PROSPECTUSES.—Section 10(a)(4) of the Securi15 ties Act of 1933 (15 U.S.C. 77j(a)(4)) is amended to read 

16 as follows: 

17 ‘‘(4) there may be omitted from any prospectus 

18 any of the information required under this sub19 section (a) that the Commission may by rules or reg20 ulations provide may be publicly disclosed by another 

21 means, or that the Commission may designate as not 

22 being necessary or appropriate in the public interest 

23 or for the protection of investors.’’. 

24 (c) BROADCASTS.—Section 10(f) of the Securities 

25 Act of 1933 (15 U.S.C. 77j(f)) is amended to read as fol26 lows: 


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1 ‘‘(f) In any case where a prospectus consists of a 

2 radio or television broadcast, copies thereof shall be filed 

3 with the Commission or otherwise publicly disclosed under 

4 such rules and regulations as it shall prescribe. The 

5 Commission may by rules and regulations require the fil6 ing with it of forms and prospectuses or other means of 

7 public disclosure used in connection with the offer or sale 

8 of securities registered under this title.’’. 

9 (d) RULES AND REGULATIONS.—Section 19(a) of the 

10 Securities Act of 1933 (15 U.S.C. 77s(a)) is amended by 

11 inserting ‘‘or other means of public disclosure’’ after ‘‘pre12 scribe the form or forms’’. 

13 SEC. 3. AUTHORITY TO PERMIT OR REQUIRE SECURITIES 

14 EXCHANGE ACT OF 1934 FILINGS ON INTER15 NET WEBSITES. 

16 (a) PERIODIC REPORTS.—Section 13(a) of the Secu17 rities Exchange Act of 1934 (15 U.S.C. 78m(a)) is amend18 ed by inserting ‘‘or otherwise publicly disclose by means 

19 prescribed by the Commission,’’ after ‘‘Every issuer of a 

20 security registered pursuant to section 12 of this title shall 

21 file with the Commission,’’. 

22 (b) OTHER MEANS THAN FORMS.—Section 13(b)(1) 

23 of the Securities Exchange Act of 1934 (15 U.S.C. 

24 78m(b)(1)) is amended by inserting ‘‘or other means of 

25 public disclosure’’ after ‘‘the form or forms’’. 


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1 (c) ADDITIONAL DISCLOSURES.—Section 15(d) of 

2 the Securities Exchange Act of 1934 (15 U.S.C. 78o(d)) 

3 is amended by inserting ‘‘or otherwise publicly disclose by 

4 means prescribed by the Commission,’’ after ‘‘shall file 

5 with the Commission,’’. 

6 SEC. 4. AUTHORITY TO PERMIT OR REQUIRE INVESTMENT 

7 COMPANY ACT OF 1940 FILINGS ON INTERNET 

8 WEBSITES. 

9 (a) REGISTRATION STATEMENTS.—Section 8(b)(5) 

10 of the Investment Company Act of 1940 (15 U.S.C. 80a– 

11 8(b)(5)) is amended by inserting ‘‘or otherwise publicly 

12 disclosed by means prescribed by the Commission’’ after 

13 ‘‘required to be filed’’. 

14 (b) COPIES OF REQUIRED PUBLIC DISCLOSURES.— 

15 Section 8(c) of the Investment Company Act of 1940 (15 

16 U.S.C. 80a–8(c)) is amended— 

17 (1) in paragraph (2), by striking ‘‘and’’; 

18 (2) by redesignating paragraph (3) as para19 graph (4); 

20 (3) by inserting after paragraph (2) the fol21 lowing new paragraph: 

22 ‘‘(3) copies of any information that is required 

23 to be publicly disclosed by the Commission pursuant 

24 to the Securities Act of 1933 or the Securities Ex25 change Act of 1934; and’’; and 


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1 (4) in paragraph (4) (as redesignated by para2 graph (2) of this subsection), striking ‘‘and (2)’’ and 

3 inserting ‘‘, (2), and (3)’’. 

4 (c) PERIODIC OR OTHER REPORTS.—Section 30(a) 

5 of the Investment Company Act of 1940 (15 U.S.C. 80a– 

6 29(a)) is amended by inserting ‘‘or otherwise publicly dis7 close’’ after ‘‘required to file annually’’. 

8 (d) RULES AND REGULATIONS CONCERNING ALTER9 NATIVE MEANS OF DISCLOSURE.—Section 38 of the In10 vestment Company Act of 1940 (15 U.S.C. 80a–37) is 

11 amended— 

12 (1) by redesignating subsection (c) as sub13 section (d); and 

14 (2) inserting after subsection (b) the following 

15 new subsection: 

16 ‘‘(c) The Commission, by such rules and regulations 

17 or orders as it deems necessary or appropriate in the pub18 lic interest or for the protection of investors, may permit 

19 or require one or more alternative means of public disclo20 sure in lieu of, or in addition to, filing with the Commis21 sion or transmitting to security holders all or any part 

22 of any registration statement, prospectus, application, re23 port, account, record, or other document under this title 

24 and may determine whether any information so disclosed 


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1 shall be deemed filed or transmitted for all or any pur2 poses under this title.’’. 

Æ 


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