SECTION 1. SHAREHOLDER REGISTRATION THRESHOLD. 
(a) AMENDMENTS TO SECTION 12 OF THE SECURI-
TIES EXCHANGE ACT OF 1934.—Section 12(g) of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78l (g)) is 
amended— 
(1) in paragraph (1)— 
(A) by striking ‘‘$1,000,000’’ both places 
it appears and inserting ‘‘$10,000,000’’; 
(B) in subparagraph (A), by striking ‘‘; 
and’’ and inserting a semicolon; 
(C) in subparagraph (B), by striking the 
comma at the end and inserting ‘‘; and’’; and 
(D) by inserting after subparagraph (B) 
the following: 
‘‘(C) in the case of an issuer that is a bank, as 
such term is defined in section 3(a)(6) of this title, 
or a bank holding company, as such term is defined 
in section 2 of the Bank Holding Company Act of 
1956 (12 U.S.C. 1841), not later than 120 days 
after the last day of its first fiscal year ended after 
the effective date of this subsection, on which the 
issuer has total assets exceeding $10,000,000 and a 
class of equity security (other than an exempted se-
curity) held of record by 2,000 or more persons,’’; 
and
(2) in paragraph (4), by striking ‘‘three hun-
dred’’ and inserting ‘‘300 persons, or, in the case of 
a bank, as such term is defined in section 3(a)(6), 
or a bank holding company, as such term is defined 
in section (2) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1841), 1,200’’. 
(b) AMENDMENTS TO SECTION 15 OF THE SECURI-
TIES EXCHANGE ACT OF 1934.—Section 15(d) of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78o(d)) is 
amended, in the third sentence, by striking ‘‘three hun-
dred’’ and inserting ‘‘300 persons, or, in the case of bank, 
as such term is defined in section 3(a)(6), or a bank hold-
ing company, as such term is defined in section (2) of the 
Bank Holding Company Act of 1956 (12 U.S.C. 1841), 
1,200’’. 
SEC. 2. STUDY AND REPORT ON REGISTRATION THRESH-
OLDS. 
(a) STUDY.— 
(1) ANALYSIS
REQUIRED.—The Chief Econo-
mist and Director of the Division of Corporation Fi-
nance of the Commission shall jointly conduct a 
study, including a cost-benefit analysis, of share-
holder registration thresholds.
(2) COSTS
AND
BENEFITS.—The cost-benefit 
analysis under paragraph (1) shall take into ac-
count— 
(A) the incremental costs and benefits to 
investors of the increased disclosure that results 
from registration; 
(B) the incremental costs and benefits to 
issuers associated with registration and report-
ing requirements; and 
(C) the incremental administrative costs to 
the 
Commission 
associated 
with 
different 
thresholds. 
(3) THRESHOLDS.—The cost-benefit analysis 
under paragraph (1) shall evaluate whether it is ad-
visable to— 
(A) increase the asset threshold; 
(B) index the asset threshold to a measure 
of inflation; 
(C) increase the shareholder threshold; 
(D) change the shareholder threshold to be 
based on the number of beneficial owners; and 
(E) create new thresholds based on other 
criteria. 
(b) REPORT.—Not later than 2 years after the date 
of enactment of this Act, the Chief Economist and the Di-
rector of the Division of Corporation Finance of the Com-
mission shall jointly submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of Representa-
tives a report that includes— 
(1) the findings of the study required under 
subsection (a); and 
(2) recommendations for statutory changes to 
improve the shareholder registration thresholds. 
SEC. 3. RULEMAKING. 
Not later than 1 year after the date of enactment 
of this Act, the Commission shall issue final regulations 
to implement this Act and the amendments made by this 
Act. 
Passed the House of Representatives November 2, 
2011. 
Attest: 
Clerk.
112TH CONGRESS 
1ST SESSION 
H. R. 1965 
AN ACT 
To amend the securities laws to establish certain 
thresholds for shareholder registration, and for 
other purposes.