a balance sheet dated not more than 
120 days before the date of the offer, 
and information pertaining to the 
management, business, results of op-
erations for the period covered by the 
foregoing financial statements, and 
material loss contingencies of the 
issuer. 
‘‘(iv) PUBLIC SHELL COMPANY.—The 
term ‘public shell company’ is a company 
that at the time of a transaction with an 
eligible privately held company— 
‘‘(I) has any class of securities 
registered, or required to be reg-
istered, with the Commission under 
section 12 or that is required to file 
reports pursuant to subsection (d); 
‘‘(II) has no or nominal oper-
ations; and 
‘‘(III) has— 
‘‘(aa) no or nominal assets; 
‘‘(bb) assets consisting solely 
of cash and cash equivalents; or 
‘‘(cc) assets consisting of 
any amount of cash and cash
equivalents and nominal other as-
sets. 
‘‘(F) INFLATION ADJUSTMENT.— 
‘‘(i) IN GENERAL.—On the date that 
is 5 years after the date of the enactment 
of the Small Business Mergers, Acquisi-
tions, Sales, and Brokerage Simplification 
Act of 2015, and every 5 years thereafter, 
each 
dollar 
amount 
in 
subparagraph 
(E)(ii)(II) shall be adjusted by— 
‘‘(I) dividing the annual value of 
the Employment Cost Index For 
Wages and Salaries, Private Industry 
Workers (or any successor index), as 
published by the Bureau of Labor 
Statistics, for the calendar year pre-
ceding the calendar year in which the 
adjustment is being made by the an-
nual value of such index (or suc-
cessor) for the calendar year ending 
December 31, 2012; and 
‘‘(II) multiplying such dollar 
amount by the quotient obtained 
under subclause (I).
‘‘(ii) 
ROUNDING.—Each 
dollar 
amount determined under clause (i) shall 
be rounded to the nearest multiple of 
$100,000.’’. 
SEC. 302. EFFECTIVE DATE. 
This title and any amendment made by this title shall 
take effect on the date that is 90 days after the date of 
the enactment of this Act. 
TITLE IV—SMALL COMPANY 
DISCLOSURE SIMPLIFICATION 
SEC. 401. EXEMPTION FROM XBRL REQUIREMENTS FOR 
EMERGING GROWTH COMPANIES AND OTHER 
SMALLER COMPANIES. 
(a) EXEMPTION FOR EMERGING GROWTH COMPA-
NIES.—Emerging growth companies are exempted from 
the requirements to use Extensible Business Reporting 
Language (XBRL) for financial statements and other 
periodic reporting required to be filed with the Commis-
sion under the securities laws. Such companies may elect 
to use XBRL for such reporting. 
(b) EXEMPTION
FOR
OTHER
SMALLER
COMPA-
NIES.—Issuers with total annual gross revenues of less 
than $250,000,000 are exempt from the requirements to 
use XBRL for financial statements and other periodic re-
porting required to be filed with the Commission under
the securities laws. Such issuers may elect to use XBRL 
for such reporting. An exemption under this subsection 
shall continue in effect until— 
(1) the date that is 5 years after the date of en-
actment of this Act; or 
(2) the date that is 2 years after a determina-
tion by the Commission, by order after conducting 
the analysis required by section 402, that the bene-
fits of such requirements to such issuers outweigh 
the costs, but no earlier than three years after en-
actment of this Act. 
(c) MODIFICATIONS
TO REGULATIONS.—Not later 
than 60 days after the date of enactment of this Act, the 
Commission shall revise its regulations under parts 229, 
230, 232, 239, 240, and 249 of title 17, Code of Federal 
Regulations, to reflect the exemptions set forth in sub-
sections (a) and (b). 
SEC. 402. ANALYSIS BY THE SEC. 
The Commission shall conduct an analysis of the 
costs and benefits to issuers described in section 401(b) 
of the requirements to use XBRL for financial statements 
and other periodic reporting required to be filed with the 
Commission under the securities laws. Such analysis shall 
include an assessment of—
(1) how such costs and benefits may differ from 
the costs and benefits identified by the Commission 
in the order relating to interactive data to improve 
financial reporting (dated January 30, 2009; 74 
Fed. Reg. 6776) because of the size of such issuers; 
(2) the effects on efficiency, competition, capital 
formation, and financing and on analyst coverage of 
such issuers (including any such effects resulting 
from use of XBRL by investors); 
(3) the costs to such issuers of— 
(A) submitting data to the Commission in 
XBRL; 
(B) posting data on the website of the 
issuer in XBRL; 
(C) software necessary to prepare, submit, 
or post data in XBRL; and 
(D) any additional consulting services or 
filing agent services; 
(4) the benefits to the Commission in terms of 
improved ability to monitor securities markets, as-
sess the potential outcomes of regulatory alter-
natives, and enhance investor participation in cor-
porate governance and promote capital formation; 
and
(5) the effectiveness of standards in the United 
States for interactive filing data relative to the 
standards of international counterparts. 
SEC. 403. REPORT TO CONGRESS. 
Not later than 1 year after the date of enactment 
of this Act, the Commission shall provide the Committee 
on Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs 
of the Senate a report regarding— 
(1) the progress in implementing XBRL report-
ing within the Commission; 
(2) the use of XBRL data by Commission offi-
cials; 
(3) the use of XBRL data by investors; 
(4) the results of the analysis required by sec-
tion 402; and 
(5) any additional information the Commission 
considers relevant for increasing transparency, de-
creasing costs, and increasing efficiency of regu-
latory filings with the Commission. 
SEC. 404. DEFINITIONS. 
As used in this title, the terms ‘‘Commission’’, 
‘‘emerging growth company’’, ‘‘issuer’’, and ‘‘securities 
laws’’ have the meanings given such terms in section 3 
of the Securities Exchange Act of 1934 (15 U.S.C. 78c).
TITLE V—STREAMLINING EXCES-
SIVE AND COSTLY REGULA-
TIONS REVIEW 
SEC. 501. REGULATORY REVIEW. 
(a) REVIEW AND ACTION.—Not later than 5 years 
after the date of enactment of this Act, and at least once 
within each 10-year period thereafter, the Securities and 
Exchange Commission shall— 
(1) review each significant regulation issued by 
the Commission; 
(2) determine by Commission vote whether each 
such regulation— 
(A) is outmoded, ineffective, insufficient, 
or excessively burdensome; or 
(B) is no longer necessary in the public in-
terest or consistent with the Commission’s man-
date to protect investors, maintain fair, orderly, 
and efficient markets, and facilitate capital for-
mation; 
(3) provide notice and solicit public comment as 
to whether a regulation described in subparagraph 
(A) or (B) of paragraph (2) (as determined by Com-
mission vote pursuant to such paragraph) should be 
amended to improve or modernize such regulation so