115TH CONGRESS 
1ST SESSION 
H. R. 10 
AN ACT 
To create hope and opportunity for investors, consumers, 
and entrepreneurs by ending bailouts and Too Big to 
Fail, holding Washington and Wall Street accountable, 
eliminating red tape to increase access to capital and 
credit, and repealing the provisions of the Dodd-Frank 
Act that make America less prosperous, less stable, and 
less free, and for other purposes.
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Financial CHOICE Act of 2017’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
Sec. 2. Directed rulemaking repeals. 
TITLE I—ENDING ‘‘TOO BIG TO FAIL’’ AND BANK BAILOUTS 
Subtitle A—Repeal of the Orderly Liquidation Authority 
Sec. 111. Repeal of the orderly liquidation authority. 
Subtitle B—Financial Institution Bankruptcy 
Sec. 121. General provisions relating to covered financial corporations. 
Sec. 122. Liquidation, reorganization, or recapitalization of a covered financial 
corporation. 
Sec. 123. Amendments to title 28, United States Code. 
Subtitle C—Ending Government Guarantees 
Sec. 131. Repeal of obligation guarantee program. 
Sec. 132. Repeal of systemic risk determination in resolutions. 
Sec. 133. Restrictions on use of the Exchange Stabilization Fund. 
Subtitle D—Eliminating Financial Market Utility Designations 
Sec. 141. Repeal of title VIII. 
Subtitle E—Reform of the Financial Stability Act of 2010 
Sec. 151. Repeal and modification of provisions of the Financial Stability Act 
of 2010. 
Sec. 152. Operational risk capital requirements for banking organizations. 
TITLE II—DEMANDING ACCOUNTABILITY FROM WALL STREET 
Subtitle A—SEC Penalties Modernization 
Sec. 211. Enhancement of civil penalties for securities laws violations. 
Sec. 212. Updated civil money penalties of Public Company Accounting Over-
sight Board. 
Sec. 213. Updated civil money penalty for controlling persons in connection 
with insider trading. 
Sec. 214. Update of certain other penalties. 
Sec. 215. Monetary sanctions to be used for the relief of victims.
Sec. 216. GAO report on use of civil money penalty authority by Commission. 
Subtitle B—FIRREA Penalties Modernization 
Sec. 221. Increase of civil and criminal penalties originally established in the 
Financial Institutions Reform, Recovery, and Enforcement Act 
of 1989. 
TITLE III—DEMANDING ACCOUNTABILITY FROM FINANCIAL REG-
ULATORS AND DEVOLVING POWER AWAY FROM WASHINGTON 
Subtitle A—Cost-Benefit Analyses 
Sec. 311. Definitions. 
Sec. 312. Required regulatory analysis. 
Sec. 313. Rule of construction. 
Sec. 314. Public availability of data and regulatory analysis. 
Sec. 315. Five-year regulatory impact analysis. 
Sec. 316. Retrospective review of existing rules. 
Sec. 317. Judicial review. 
Sec. 318. Chief Economists Council. 
Sec. 319. Conforming amendments. 
Sec. 320. Other regulatory entities. 
Sec. 321. Avoidance of duplicative or unnecessary analyses. 
Subtitle B—Congressional Review of Federal Financial Agency Rulemaking 
Sec. 331. Congressional review. 
Sec. 332. Congressional approval procedure for major rules. 
Sec. 333. Congressional disapproval procedure for nonmajor rules. 
Sec. 334. Definitions. 
Sec. 335. Judicial review. 
Sec. 336. Effective date of certain rules. 
Sec. 337. Budgetary effects of rules subject to section 332 of the Financial 
CHOICE Act of 2017. 
Sec. 338. Nonapplicability to monetary policy. 
Subtitle C—Judicial Review of Agency Actions 
Sec. 341. Scope of judicial review of agency actions. 
Subtitle D—Leadership of Financial Regulators 
Sec. 351. Federal Deposit Insurance Corporation. 
Sec. 352. Federal Housing Finance Agency. 
Subtitle E—Congressional Oversight of Appropriations 
Sec. 361. Bringing the Federal Deposit Insurance Corporation into the appro-
priations process. 
Sec. 362. Bringing the Federal Housing Finance Agency into the appropria-
tions process. 
Sec. 363. Bringing the examination and supervision functions of the National 
Credit Union Administration into the appropriations process. 
Sec. 364. Bringing the Office of the Comptroller of the Currency into the ap-
propriations process.
Sec. 365. Bringing the non-monetary policy related functions of the Board of 
Governors of the Federal Reserve System into the appropria-
tions process. 
Subtitle F—International Processes 
Sec. 371. Requirements for international processes. 
Subtitle G—Unfunded Mandates Reform 
Sec. 381. Definitions. 
Sec. 382. Application of the Unfunded Mandates Reform Act. 
Subtitle H—Enforcement Coordination 
Sec. 391. Policies to minimize duplication of enforcement efforts. 
Subtitle I—Penalties for Unauthorized Disclosures 
Sec. 392. Criminal penalty for unauthorized disclosures. 
Subtitle J—Stop Settlement Slush Funds 
Sec. 393. Limitation on donations made pursuant to settlement agreements to 
which certain departments or agencies are a party. 
TITLE 
IV—UNLEASHING 
OPPORTUNITIES 
FOR 
SMALL 
BUSI-
NESSES, INNOVATORS, AND JOB CREATORS BY FACILITATING 
CAPITAL FORMATION 
Subtitle A—Small Business Mergers, Acquisitions, Sales, and Brokerage 
Simplification 
Sec. 401. Registration exemption for merger and acquisition brokers. 
Sec. 402. Effective date. 
Subtitle B—Encouraging Employee Ownership 
Sec. 406. Increased threshold for disclosures relating to compensatory benefit 
plans. 
Subtitle C—Small Company Disclosure Simplification 
Sec. 411. Exemption from XBRL requirements for emerging growth companies 
and other smaller companies. 
Sec. 412. Analysis by the SEC. 
Sec. 413. Report to Congress. 
Sec. 414. Definitions. 
Subtitle D—Securities and Exchange Commission Overpayment Credit 
Sec. 416. Refunding or crediting overpayment of section 31 fees. 
Subtitle E—Fair Access to Investment Research 
Sec. 421. Safe harbor for investment fund research. 
Subtitle F—Accelerating Access to Capital 
Sec. 426. Expanded eligibility for use of Form S–3.
Subtitle G—Enhancing the RAISE Act 
Sec. 431. Certain accredited investor transactions. 
Subtitle H—Small Business Credit Availability 
Sec. 436. Business development company ownership of securities of investment 
advisers and certain financial companies. 
Sec. 437. Expanding access to capital for business development companies. 
Sec. 438. Parity for business development companies regarding offering and 
proxy rules. 
Subtitle I—Fostering Innovation 
Sec. 441. Temporary exemption for low-revenue issuers. 
Subtitle J—Small Business Capital Formation Enhancement 
Sec. 446. Annual review of government-business forum on capital formation. 
Subtitle K—Helping Angels Lead Our Startups 
Sec. 451. Definition of angel investor group. 
Sec. 452. Clarification of general solicitation. 
Subtitle L—Main Street Growth 
Sec. 456. Venture exchanges. 
Subtitle M—Micro Offering Safe Harbor 
Sec. 461. Exemptions for micro-offerings. 
Subtitle N—Private Placement Improvement 
Sec. 466. Revisions to SEC Regulation D. 
Subtitle O—Supporting America’s Innovators 
Sec. 471. Investor limitation for qualifying venture capital funds. 
Subtitle P—Fix Crowdfunding 
Sec. 476. Crowdfunding exemption. 
Sec. 477. Exclusion of crowdfunding investors from shareholder cap. 
Sec. 478. Preemption of State law. 
Sec. 479. Treatment of funding portals. 
Subtitle Q—Corporate Governance Reform and Transparency 
Sec. 481. Definitions. 
Sec. 482. Registration of proxy advisory firms. 
Sec. 483. Commission annual report. 
Subtitle R—Senior Safe 
Sec. 491. Immunity. 
Sec. 492. Training required. 
Sec. 493. Relationship to State law. 
Subtitle S—National Securities Exchange Regulatory Parity
Sec. 496. Application of exemption. 
Subtitle T—Private Company Flexibility and Growth 
Sec. 497. Shareholder threshold for registration. 
Subtitle U—Small Company Capital Formation Enhancements 
Sec. 498. JOBS Act-related exemption. 
Subtitle V—Encouraging Public Offerings 
Sec. 499. Expanding testing the waters and confidential submissions. 
Subtitle X—Modernized Offering and Proxy Rules for Closed-End Funds 
Sec. 499A. Parity for closed-end companies regarding offering and proxy rules. 
TITLE V—REGULATORY RELIEF FOR MAIN STREET AND 
COMMUNITY FINANCIAL INSTITUTIONS 
Subtitle A—Preserving Access to Manufactured Housing 
Sec. 501. Mortgage originator definition. 
Sec. 502. High-Cost mortgage definition. 
Subtitle B—Mortgage Choice 
Sec. 506. Definition of points and fees. 
Subtitle C—Financial Institution Customer Protection 
Sec. 511. Requirements for deposit account termination requests and orders. 
Sec. 512. Amendments to the Financial Institutions Reform, Recovery, and En-
forcement Act of 1989. 
Subtitle D—Portfolio Lending and Mortgage Access 
Sec. 516. Safe harbor for certain loans held on portfolio. 
Subtitle E—Application of the Expedited Funds Availability Act 
Sec. 521. Application of the Expedited Funds Availability Act. 
Subtitle F—Small Bank Holding Company Policy Statement 
Sec. 526. Changes required to small bank holding company policy statement on 
assessment of financial and managerial factors. 
Subtitle G—Community Institution Mortgage Relief 
Sec. 531. Community financial institution mortgage relief. 
Subtitle H—Financial Institutions Examination Fairness and Reform 
Sec. 536. Timeliness of examination reports. 
Subtitle I—National Credit Union Administration Budget Transparency 
Sec. 541. Budget transparency for the NCUA. 
Subtitle J—Taking Account of Institutions With Low Operation Risk
Sec. 546. Regulations appropriate to business models. 
Subtitle K—Federal Savings Association Charter Flexibility 
Sec. 551. Option for Federal savings associations to operate as a covered sav-
ings association. 
Subtitle L—SAFE Transitional Licensing 
Sec. 556. Eliminating barriers to jobs for loan originators. 
Subtitle M—Right to Lend 
Sec. 561. Small business loan data collection requirement. 
Subtitle N—Community Bank Reporting Relief 
Sec. 566. Short form call report. 
Subtitle O—Homeowner Information Privacy Protection 
Sec. 571. Study regarding privacy of information collected under the Home 
Mortgage Disclosure Act of 1975. 
Subtitle P—Home Mortgage Disclosure Adjustment 
Sec. 576. Depository institutions subject to maintenance of records and disclo-
sure requirements. 
Subtitle Q—Protecting Consumers’ Access to Credit 
Sec. 581. Rate of interest after transfer of loan. 
Subtitle R—NCUA Overhead Transparency 
Sec. 586. Fund transparency. 
Subtitle S—Housing Opportunities Made Easier 
Sec. 591. Clarification of donated services to non-profits. 
Subtitle T—Protection of Consumer Information by Consumer Reporting 
Agencies 
Sec. 596. Sense of Congress related to protection of consumer information by 
consumer reporting agencies. 
Subtitle U—Legitimate Financial Transactions Report 
Sec. 597. Treasury report on legitimate financial transactions. 
Subtitle V—Dividend Waiver Authority for Mutual Holding Companies 
Sec. 598. Dividend waiver authority for mutual holding companies. 
TITLE VI—REGULATORY RELIEF FOR STRONGLY CAPITALIZED, 
WELL MANAGED BANKING ORGANIZATIONS 
Sec. 601. Capital election. 
Sec. 602. Regulatory relief. 
Sec. 603. Contingent capital study.
Sec. 604. Study on altering the current prompt corrective action rules. 
Sec. 605. Definitions. 
TITLE VII—EMPOWERING AMERICANS TO ACHIEVE FINANCIAL 
INDEPENDENCE 
Subtitle A—Separation of Powers and Liberty Enhancements 
Sec. 711. Consumer Law Enforcement Agency. 
Sec. 712. Bringing the Agency into the regular appropriations process. 
Sec. 713. Consumer Law Enforcement Agency Inspector General Reform. 
Sec. 714. Private parties authorized to compel the Agency to seek sanctions by 
filing civil actions; Adjudications deemed actions. 
Sec. 715. Civil investigative demands to be appealed to courts. 
Sec. 716. Agency dual mandate and economic analysis. 
Sec. 717. No deference to Agency interpretation. 
Subtitle B—Administrative Enhancements 
Sec. 721. Advisory opinions. 
Sec. 722. Reform of Consumer Financial Civil Penalty Fund. 
Sec. 723. Agency pay fairness. 
Sec. 724. Elimination of market monitoring functions. 
Sec. 725. Reforms to mandatory functional units. 
Sec. 726. Repeal of mandatory advisory board. 
Sec. 727. Elimination of supervision authority. 
Sec. 728. Transfer of old OTS building from OCC to GSA. 
Sec. 729. Limitation on Agency authority. 
Subtitle C—Policy Enhancements 
Sec. 731. Consumer right to financial privacy. 
Sec. 732. Repeal of Council authority to set aside Agency rules and require-
ment of safety and soundness considerations when issuing 
rules. 
Sec. 733. Removal of authority to regulate small-dollar credit. 
Sec. 734. Reforming indirect auto financing guidance. 
Sec. 735. Removal of Agency UDAAP authority. 
Sec. 736. Preservation of UDAP authority for Federal banking regulators. 
Sec. 737. Repeal of authority to restrict arbitration. 
TITLE VIII—CAPITAL MARKETS IMPROVEMENTS 
Subtitle A—SEC Reform, Restructuring, and Accountability 
Sec. 801. Authorization of appropriations. 
Sec. 802. Report on unobligated appropriations. 
Sec. 803. SEC Reserve Fund abolished. 
Sec. 804. Fees to offset appropriations. 
Sec. 805. Commission Federal construction funding prohibition. 
Sec. 806. Implementation of recommendations. 
Sec. 807. Office of Credit Ratings to report to the Division of Trading and 
Markets. 
Sec. 808. Office of Municipal Securities to report to the Division of Trading 
and Markets. 
Sec. 809. Independence of Commission Ombudsman. 
Sec. 810. Investor Advisory Committee improvements.
Sec. 811. Duties of Investor Advocate. 
Sec. 812. Elimination of exemption of Small Business Capital Formation Advi-
sory Committee from Federal Advisory Committee Act. 
Sec. 813. Internal risk controls. 
Sec. 814. Applicability of notice and comment requirements of the Administra-
tive Procedure Act to guidance voted on by the Commission. 
Sec. 815. Limitation on pilot programs. 
Sec. 816. Procedure for obtaining certain intellectual property. 
Sec. 817. Process for closing investigations. 
Sec. 818. Enforcement Ombudsman. 
Sec. 819. Adequate notice. 
Sec. 820. Advisory committee on Commission’s enforcement policies and prac-
tices. 
Sec. 821. Process to permit recipient of Wells notification to appear before 
Commission staff in-person. 
Sec. 822. Publication of enforcement manual. 
Sec. 823. Private parties authorized to compel the Securities and Exchange 
Commission to seek sanctions by filing civil actions. 
Sec. 824. Certain findings required to approve civil money penalties against 
issuers. 
Sec. 825. Repeal of authority of the Commission to prohibit persons from serv-
ing as officers or directors. 
Sec. 826. Subpoena duration and renewal. 
Sec. 827. Elimination of automatic disqualifications. 
Sec. 828. Denial of award to culpable whistleblowers. 
Sec. 829. Clarification of authority to impose sanctions on persons associated 
with a broker or dealer. 
Sec. 830. Complaint and burden of proof requirements for certain actions for 
breach of fiduciary duty. 
Sec. 831. Congressional access to information held by the Public Company Ac-
counting Oversight Board. 
Sec. 832. Abolishing Investor Advisory Group. 
Sec. 833. Repeal of requirement for Public Company Accounting Oversight 
Board to use certain funds for merit scholarship program. 
Sec. 834. Reallocation of fines for violations of rules of municipal securities 
rulemaking board. 
Subtitle B—Eliminating Excessive Government Intrusion in the Capital 
Markets 
Sec. 841. Repeal of Department of Labor fiduciary rule and requirements prior 
to rulemaking relating to standards of conduct for brokers and 
dealers. 
Sec. 842. Exemption from risk retention requirements for nonresidential mort-
gage. 
Sec. 843. Frequency of shareholder approval of executive compensation. 
Sec. 844. Shareholder Proposals. 
Sec. 845. Prohibition on requiring a single ballot. 
Sec. 846. Requirement for municipal advisor for issuers of municipal securities. 
Sec. 847. Small issuer exemption from internal control evaluation. 
Sec. 848. Streamlining of applications for an exemption from the Investment 
Company Act of 1940. 
Sec. 849. Restriction on recovery of erroneously awarded compensation. 
Sec. 850. Exemptive authority for certain provisions relating to registration of 
nationally recognized statistical rating organizations.
Sec. 851. Risk-based examinations of Nationally Recognized Statistical Rating 
Organizations. 
Sec. 852. Transparency of credit rating methodologies. 
Sec. 853. Repeal of certain attestation requirements relating to credit ratings. 
Sec. 854. Look-back review by NRSRO. 
Sec. 855. Approval of credit rating procedures and methodologies. 
Sec. 856. Exception for providing certain material information relating to a 
credit rating. 
Sec. 857. Repeals. 
Sec. 858. Exemption of and reporting by private equity fund advisers. 
Sec. 859. Records and reports of private funds. 
Sec. 860. Definition of accredited investor. 
Sec. 861. Repeal of certain provisions requiring a study and report to Congress. 
Sec. 862. Repeal. 
Subtitle C—Harmonization of Derivatives Rules 
Sec. 871. Commissions review and harmonization of rules relating to the regu-
lation of over-the-counter swaps markets. 
Sec. 872. Treatment of transactions between affiliates. 
TITLE IX—REPEAL OF THE VOLCKER RULE AND OTHER 
PROVISIONS 
Sec. 901. Repeals. 
TITLE X—FED OVERSIGHT REFORM AND MODERNIZATION 
Sec. 1001. Requirements for policy rules of the Federal Open Market Com-
mittee. 
Sec. 1002. Federal Open Market Committee blackout period. 
Sec. 1003. Public transcripts of FOMC meetings. 
Sec. 1004. Membership of Federal Open Market Committee. 
Sec. 1005. Frequency of testimony of the Chairman of the Board of Governors 
of the Federal Reserve System to Congress. 
Sec. 1006. Vice Chairman for Supervision report requirement. 
Sec. 1007. Salaries, financial disclosures, and office staff of the Board of Gov-
ernors of the Federal Reserve System. 
Sec. 1008. Amendments to powers of the Board of Governors of the Federal 
Reserve System. 
Sec. 1009. Interest rates on balances maintained at a Federal Reserve bank by 
depository institutions established by Federal Open Market 
Committee. 
Sec. 1010. Audit reform and transparency for the Board of Governors of the 
Federal Reserve System. 
Sec. 1011. Establishment of a Centennial Monetary Commission. 
TITLE XI—IMPROVING INSURANCE COORDINATION THROUGH AN 
INDEPENDENT ADVOCATE 
Sec. 1101. Repeal of the Federal Insurance Office; Creation of the Office of the 
Independent Insurance Advocate. 
Sec. 1102. Treatment of covered agreements. 
TITLE XII—TECHNICAL CORRECTIONS 
Sec. 1201. Table of contents; Definitional corrections.
Sec. 1202. Antitrust savings clause corrections. 
Sec. 1203. Title I corrections. 
Sec. 1204. Title III corrections. 
Sec. 1205. Title IV correction. 
Sec. 1206. Title VI corrections. 
Sec. 1207. Title VII corrections. 
Sec. 1208. Title IX corrections. 
Sec. 1209. Title X corrections. 
Sec. 1210. Title XII correction. 
Sec. 1211. Title XIV correction. 
Sec. 1212. Technical corrections to other statutes. 
SEC. 2. DIRECTED RULEMAKING REPEALS. 
With respect to any directed rulemaking required by 
a provision of law repealed by this Act, to the extent any 
rule was issued or revised pursuant to such directed rule-
making, such rule or revision shall have no force or effect. 
TITLE I—ENDING ‘‘TOO BIG TO 
FAIL’’ AND BANK BAILOUTS 
Subtitle A—Repeal of the Orderly 
Liquidation Authority 
SEC. 111. REPEAL OF THE ORDERLY LIQUIDATION AU-
THORITY. 
(a) IN GENERAL.—Title II of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act is hereby re-
pealed and any Federal law amended by such title shall, 
on and after the effective date of this Act, be effective 
as if title II of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act had not been enacted. 
(b) CONFORMING AMENDMENTS.— 
(1) DODD-FRANK WALL STREET REFORM AND 
CONSUMER
PROTECTION
ACT.—The Dodd-Frank
Wall Street Reform and Consumer Protection Act is 
amended— 
(A) in the table of contents for such Act, 
by striking all items relating to title II; 
(B) in section 165(d)— 
(i) in paragraph (1), by striking ‘‘, the 
Council, and the Corporation’’ and insert-
ing ‘‘and the Council’’; 
(ii) in paragraph (2), by striking ‘‘, 
the Council, and the Corporation’’ and in-
serting ‘‘and the Council’’; 
(iii) in paragraph (3), by striking 
‘‘and the Corporation’’; 
(iv) in paragraph (4)— 
(I) by striking ‘‘and the Corpora-
tion jointly determine’’ and inserting 
‘‘determines’’; 
(II) by striking ‘‘their’’ and in-
serting ‘‘its’’; 
(III) in subparagraph (A), by 
striking ‘‘and the Corporation’’; and 
(IV) in subparagraph (B), by 
striking ‘‘and the Corporation’’; 
(v) in paragraph (5)—
(I) in subparagraph (A), by strik-
ing ‘‘and the Corporation may jointly’’ 
and inserting ‘‘may’’; and 
(II) in subparagraph (B)— 
(aa) by striking ‘‘and the 
Corporation’’ each place such 
term appears; 
(bb) by striking ‘‘may joint-
ly’’ and inserting ‘‘may’’; 
(cc) by striking ‘‘have joint-
ly’’ and inserting ‘‘has’’; 
(vi) in paragraph (6), by striking ‘‘, a 
receiver appointed under title II,’’; and 
(vii) by amending paragraph (8) to 
read as follows: 
‘‘(8) RULES.—Not later than 12 months after 
enactment of this paragraph, the Board of Gov-
ernors shall issue final rules implementing this sec-
tion.’’; and 
(C) in section 716(g), by striking ‘‘or a 
covered financial company under title II’’. 
(2) FEDERAL DEPOSIT INSURANCE ACT.—Sec-
tion 10(b)(3) of the Federal Deposit Insurance Act 
(12 U.S.C. 1820(b)(3)) is amended by striking ‘‘, or 
of such nonbank financial company supervised by
the Board of Governors or bank holding company 
described in section 165(a) of the Financial Stability 
Act of 2010, for the purpose of implementing its au-
thority to provide for orderly liquidation of any such 
company under title II of that Act’’. 
(3) FEDERAL RESERVE ACT.—Section 13(3) of 
the Federal Reserve Act is amended— 
(A) in subparagraph (B)— 
(i) in clause (ii), by striking ‘‘, resolu-
tion under title II of the Dodd-Frank Wall 
Street Reform and Consumer Protection 
Act, or’’ and inserting ‘‘or is subject to 
resolution under’’; and 
(ii) in clause (iii), by striking ‘‘, reso-
lution under title II of the Dodd-Frank 
Wall Street Reform and Consumer Protec-
tion Act, or’’ and inserting ‘‘or resolution 
under’’; and 
(B) by striking subparagraph (E).
Subtitle B—Financial Institution 
Bankruptcy 
SEC. 121. GENERAL PROVISIONS RELATING TO COVERED 
FINANCIAL CORPORATIONS. 
(a) DEFINITION.—Section 101 of title 11, United 
States Code, is amended by inserting the following after 
paragraph (9): 
‘‘(9A) The term ‘covered financial corporation’ 
means any corporation incorporated or organized 
under any Federal or State law, other than a stock-
broker, a commodity broker, or an entity of the kind 
specified in paragraph (2) or (3) of section 109(b), 
that is— 
‘‘(A) a bank holding company, as defined 
in section 2(a) of the Bank Holding Company 
Act of 1956; or 
‘‘(B) a corporation that exists for the pri-
mary purpose of owning, controlling and financ-
ing its subsidiaries, that has total consolidated 
assets of $50,000,000,000 or greater, and for 
which, in its most recently completed fiscal 
year— 
‘‘(i) annual gross revenues derived by 
the corporation and all of its subsidiaries 
from activities that are financial in nature
(as defined in section 4(k) of the Bank 
Holding Company Act of 1956) and, if ap-
plicable, from the ownership or control of 
one or more insured depository institu-
tions, represents 85 percent or more of the 
consolidated annual gross revenues of the 
corporation; or 
‘‘(ii) the consolidated assets of the 
corporation and all of its subsidiaries re-
lated to activities that are financial in na-
ture (as defined in section 4(k) of the 
Bank Holding Company Act of 1956) and, 
if applicable, related to the ownership or 
control of one or more insured depository 
institutions, represents 85 percent or more 
of the consolidated assets of the corpora-
tion.’’. 
(b) APPLICABILITY OF CHAPTERS.—Section 103 of 
title 11, United States Code, is amended by adding at the 
end the following: 
‘‘(l) Subchapter V of chapter 11 of this title applies 
only in a case under chapter 11 concerning a covered fi-
nancial corporation.’’. 
(c) WHO MAY BE A DEBTOR.—Section 109 of title 
11, United States Code, is amended—
(1) in subsection (b)— 
(A) in paragraph (2), by striking ‘‘or’’ at 
the end; 
(B) in paragraph (3)(B), by striking the 
period at the end and inserting ‘‘; or’’; and 
(C) by adding at the end the following: 
‘‘(4) a covered financial corporation.’’; and 
(2) in subsection (d)— 
(A) by striking ‘‘and’’ before ‘‘an unin-
sured State member bank’’; 
(B) by striking ‘‘or’’ before ‘‘a corpora-
tion’’; and 
(C) by inserting ‘‘, or a covered financial 
corporation’’ after ‘‘Federal Deposit Insurance 
Corporation Improvement Act of 1991’’. 
(d) CONVERSION TO CHAPTER 7.—Section 1112 of 
title 11, United States Code, is amended by adding at the 
end the following: 
‘‘(g) Notwithstanding section 109(b), the court may 
convert a case under subchapter V to a case under chapter 
7 if— 
‘‘(1) a transfer approved under section 1185 
has been consummated; 
‘‘(2) the court has ordered the appointment of 
a special trustee under section 1186; and
‘‘(3) the court finds, after notice and a hearing, 
that conversion is in the best interest of the credi-
tors and the estate.’’. 
(e)(1) Section 726(a)(1) of title 11, United States 
Code, is amended by inserting after ‘‘first,’’ the following: 
‘‘in payment of any unpaid fees, costs, and expenses of 
a special trustee appointed under section 1186, and then’’. 
(2) Section 1129(a) of title 11, United States Code, 
is amended by inserting after paragraph (16) the fol-
lowing: 
‘‘(17) In a case under subchapter V, all payable 
fees, costs, and expenses of the special trustee have 
been paid or the plan provides for the payment of 
all such fees, costs, and expenses on the effective 
date of the plan. 
‘‘(18) In a case under subchapter V, confirma-
tion of the plan is not likely to cause serious adverse 
effects on financial stability in the United States.’’. 
(f) Section 322(b)(2) of title 11, United States Code, 
is amended by striking ‘‘The’’ and inserting ‘‘In cases 
under subchapter V, the United States trustee shall rec-
ommend to the court, and in all other cases, the’’.
SEC. 122. LIQUIDATION, REORGANIZATION, OR RECAPITAL-
IZATION OF A COVERED FINANCIAL COR-
PORATION. 
Chapter 11 of title 11, United States Code, is amend-
ed by adding at the end the following (and conforming 
the table of contents for such chapter accordingly): 
‘‘SUBCHAPTER V—LIQUIDATION, REORGANIZA-
TION, OR RECAPITALIZATION OF A COV-
ERED FINANCIAL CORPORATION 
‘‘§ 1181. Inapplicability of other sections 
‘‘Sections 303 and 321(c) do not apply in a case 
under this subchapter concerning a covered financial cor-
poration. Section 365 does not apply to a transfer under 
section 1185, 1187, or 1188. 
‘‘§ 1182. Definitions for this subchapter 
‘‘In this subchapter, the following definitions shall 
apply: 
‘‘(1) The term ‘Board’ means the Board of 
Governors of the Federal Reserve System. 
‘‘(2) The term ‘bridge company’ means a newly 
formed corporation to which property of the estate 
may be transferred under section 1185(a) and the 
equity securities of which may be transferred to a 
special trustee under section 1186(a). 
‘‘(3) The term ‘capital structure debt’ means all 
unsecured debt of the debtor for borrowed money for
which the debtor is the primary obligor, other than 
a qualified financial contract and other than debt se-
cured by a lien on property of the estate that is to 
be transferred to a bridge company pursuant to an 
order of the court under section 1185(a). 
‘‘(4) The term ‘contractual right’ means a con-
tractual right of a kind defined in section 555, 556, 
559, 560, or 561. 
‘‘(5) The term ‘qualified financial contract’ 
means any contract of a kind defined in paragraph 
(25), (38A), (47), or (53B) of section 101, section 
741(7), or paragraph (4), (5), (11), or (13) of sec-
tion 761. 
‘‘(6) The term ‘special trustee’ means the trust-
ee of a trust formed under section 1186(a)(1). 
‘‘§ 1183. Commencement of a case concerning a cov-
ered financial corporation 
‘‘(a) A case under this subchapter concerning a cov-
ered financial corporation may be commenced by the filing 
of a petition with the court by the debtor under section 
301 only if the debtor states to the best of its knowledge 
under penalty of perjury in the petition that it is a covered 
financial corporation. 
‘‘(b) The commencement of a case under subsection 
(a) constitutes an order for relief under this subchapter.
‘‘(c) The members of the board of directors (or body 
performing similar functions) of a covered financial com-
pany shall have no liability to shareholders, creditors, or 
other parties in interest for a good faith filing of a petition 
to commence a case under this subchapter, or for any rea-
sonable action taken in good faith in contemplation of 
such a petition or a transfer under section 1185 or section 
1186, whether prior to or after commencement of the case. 
‘‘(d) Counsel to the debtor shall provide, to the great-
est extent practicable without disclosing the identity of the 
potential debtor, sufficient confidential notice to the chief 
judge of the court of appeals for the circuit embracing the 
district in which such counsel intends to file a petition to 
commence a case under this subchapter regarding the po-
tential commencement of such case. The chief judge of 
such court shall randomly assign to preside over such case 
a bankruptcy judge selected from among the bankruptcy 
judges designated by the Chief Justice of the United 
States under section 298 of title 28. 
‘‘§ 1184. Regulators 
‘‘The Board, the Securities Exchange Commission, 
the Office of the Comptroller of the Currency of the De-
partment of the Treasury, the Commodity Futures Trad-
ing Commission, and the Federal Deposit Insurance Cor-
poration may raise and may appear and be heard on any 
issue in any case or proceeding under this subchapter. 
‘‘§ 1185. Special transfer of property of the estate 
‘‘(a) On request of the trustee, and after notice and 
a hearing that shall occur not less than 24 hours after 
the order for relief, the court may order a transfer under 
this section of property of the estate, and the assignment 
of executory contracts, unexpired leases, and qualified fi-
nancial contracts of the debtor, to a bridge company. 
Upon the entry of an order approving such transfer, any 
property transferred, and any executory contracts, unex-
pired leases, and qualified financial contracts assigned 
under such order shall no longer be property of the estate. 
Except as provided under this section, the provisions of 
section 363 shall apply to a transfer and assignment under 
this section. 
‘‘(b) Unless the court orders otherwise, notice of a 
request for an order under subsection (a) shall consist of 
electronic or telephonic notice of not less than 24 hours 
to— 
‘‘(1) the debtor; 
‘‘(2) the holders of the 20 largest secured 
claims against the debtor; 
‘‘(3) the holders of the 20 largest unsecured 
claims against the debtor;
‘‘(4) counterparties to any debt, executory con-
tract, unexpired lease, and qualified financial con-
tract requested to be transferred under this section; 
‘‘(5) the Board; 
‘‘(6) the Federal Deposit Insurance Corpora-
tion; 
‘‘(7) the Secretary of the Treasury and the Of-
fice of the Comptroller of the Currency of the Treas-
ury; 
‘‘(8) the Commodity Futures Trading Commis-
sion; 
‘‘(9) the Securities and Exchange Commission; 
‘‘(10) the United States trustee or bankruptcy 
administrator; and 
‘‘(11) each primary financial regulatory agency, 
as defined in section 2(12) of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, with 
respect to any affiliate the equity securities of which 
are proposed to be transferred under this section. 
‘‘(c) The court may not order a transfer under this 
section unless the court determines, based upon a prepon-
derance of the evidence, that— 
‘‘(1) the transfer under this section is necessary 
to prevent serious adverse effects on financial sta-
bility in the United States;
‘‘(2) the transfer does not provide for the as-
sumption of any capital structure debt by the bridge 
company; 
‘‘(3) the transfer does not provide for the trans-
fer to the bridge company of any property of the es-
tate that is subject to a lien securing a debt, execu-
tory contract, unexpired lease or agreement (includ-
ing a qualified financial contract) of the debtor un-
less— 
‘‘(A)(i) the bridge company assumes such 
debt, executory contract, unexpired lease or 
agreement (including a qualified financial con-
tract), including any claims arising in respect 
thereof that would not be allowed secured 
claims under section 506(a)(1) and after giving 
effect to such transfer, such property remains 
subject to the lien securing such debt, executory 
contract, unexpired lease or agreement (includ-
ing a qualified financial contract); and 
‘‘(ii) the court has determined that as-
sumption of such debt, executory contract, un-
expired lease or agreement (including a quali-
fied financial contract) by the bridge company 
is in the best interests of the estate; or
‘‘(B) such property is being transferred to 
the bridge company in accordance with the pro-
visions of section 363; 
‘‘(4) the transfer does not provide for the as-
sumption by the bridge company of any debt, execu-
tory contract, unexpired lease or agreement (includ-
ing a qualified financial contract) of the debtor se-
cured by a lien on property of the estate unless the 
transfer provides for such property to be transferred 
to the bridge company in accordance with paragraph 
(3)(A) of this subsection; 
‘‘(5) the transfer does not provide for the trans-
fer of the equity of the debtor; 
‘‘(6) the trustee has demonstrated that the 
bridge company is not likely to fail to meet the obli-
gations of any debt, executory contract, qualified fi-
nancial contract, or unexpired lease assumed and as-
signed to the bridge company; 
‘‘(7) the transfer provides for the transfer to a 
special trustee all of the equity securities in the 
bridge company and appointment of a special trustee 
in accordance with section 1186; 
‘‘(8) after giving effect to the transfer, ade-
quate provision has been made for the fees, costs, 
and expenses of the estate and special trustee; and
‘‘(9) the bridge company will have governing 
documents, and initial directors and senior officers, 
that are in the best interest of creditors and the es-
tate. 
‘‘(d) Immediately before a transfer under this section, 
the bridge company that is the recipient of the transfer 
shall— 
‘‘(1) not have any property, executory con-
tracts, unexpired leases, qualified financial contracts, 
or debts, other than any property acquired or execu-
tory contracts, unexpired leases, or debts assumed 
when acting as a transferee of a transfer under this 
section; and 
‘‘(2) have equity securities that are property of 
the estate, which may be sold or distributed in ac-
cordance with this title. 
‘‘§ 1186. Special trustee 
‘‘(a)(1) An order approving a transfer under section 
1185 shall require the trustee to transfer to a qualified 
and independent special trustee, who is appointed by the 
court, all of the equity securities in the bridge company 
that is the recipient of a transfer under section 1185 to 
hold in trust for the sole benefit of the estate, subject to 
satisfaction of the special trustee’s fees, costs, and ex-
penses. The trust of which the special trustee is the trust-
ee shall be a newly formed trust governed by a trust agree-
ment approved by the court as in the best interests of the 
estate, and shall exist for the sole purpose of holding and 
administering, and shall be permitted to dispose of, the 
equity securities of the bridge company in accordance with 
the trust agreement. 
‘‘(2) In connection with the hearing to approve a 
transfer under section 1185, the trustee shall confirm to 
the court that the Board has been consulted regarding the 
identity of the proposed special trustee and advise the 
court of the results of such consultation. 
‘‘(b) The trust agreement governing the trust shall 
provide— 
‘‘(1) for the payment of the fees, costs, ex-
penses, and indemnities of the special trustee from 
the assets of the debtor’s estate; 
‘‘(2) that the special trustee provide— 
‘‘(A) quarterly reporting to the estate, 
which shall be filed with the court; and 
‘‘(B) information about the bridge com-
pany reasonably requested by a party in inter-
est to prepare a disclosure statement for a plan 
providing for distribution of any securities of 
the bridge company if such information is nec-
essary to prepare such disclosure statement;
‘‘(3) that for as long as the equity securities of 
the bridge company are held by the trust, the special 
trustee shall file a notice with the court in connec-
tion with— 
‘‘(A) any change in a director or senior of-
ficer of the bridge company; 
‘‘(B) any modification to the governing 
documents of the bridge company; and 
‘‘(C) any material corporate action of the 
bridge company, including— 
‘‘(i) recapitalization; 
‘‘(ii) a material borrowing; 
‘‘(iii) termination of an intercompany 
debt or guarantee; 
‘‘(iv) a transfer of a substantial por-
tion of the assets of the bridge company; 
or 
‘‘(v) the issuance or sale of any secu-
rities of the bridge company; 
‘‘(4) that any sale of any equity securities of 
the bridge company shall not be consummated until 
the special trustee consults with the Federal Deposit 
Insurance Corporation and the Board regarding 
such sale and discloses the results of such consulta-
tion with the court;
‘‘(5) that, subject to reserves for payments per-
mitted under paragraph (1) provided for in the trust 
agreement, the proceeds of the sale of any equity se-
curities of the bridge company by the special trustee 
be held in trust for the benefit of or transferred to 
the estate; 
‘‘(6) the process and guidelines for the replace-
ment of the special trustee; and 
‘‘(7) that the property held in trust by the spe-
cial trustee is subject to distribution in accordance 
with subsection (c). 
‘‘(c)(1) The special trustee shall distribute the assets 
held in trust— 
‘‘(A) if the court confirms a plan in the case, 
in accordance with the plan on the effective date of 
the plan; or 
‘‘(B) if the case is converted to a case under 
chapter 7, as ordered by the court. 
‘‘(2) As soon as practicable after a final distribution 
under paragraph (1), the office of the special trustee shall 
terminate, except as may be necessary to wind up and con-
clude the business and financial affairs of the trust. 
‘‘(d) After a transfer to the special trustee under this 
section, the special trustee shall be subject only to applica-
ble nonbankruptcy law, and the actions and conduct of
‘‘(iv) a credit rating agency rating, or ab-
sence or withdrawal of a credit rating agency 
rating— 
‘‘(I) of the debtor at any time after 
the commencement of the case; 
‘‘(II) of an affiliate during the period 
from the commencement of the case until 
48 hours after such order is entered; 
‘‘(III) of the bridge company while the 
trustee or the special trustee is a direct or 
indirect beneficial holder of more than 50 
percent of the equity securities of— 
‘‘(aa) the bridge company; or 
‘‘(bb) the affiliate, if all of the di-
rect or indirect interests in the affil-
iate that are property of the estate 
are transferred under section 1185; or 
‘‘(IV) of an affiliate while the trustee 
or the special trustee is a direct or indirect 
beneficial holder of more than 50 percent 
of the equity securities of— 
‘‘(aa) the bridge company; or 
‘‘(bb) the affiliate, if all of the di-
rect or indirect interests in the affil-
iate that are property of the estate 
are transferred under section 1185. 
‘‘(2) A debt, contract, lease, or agreement described 
in this paragraph is— 
‘‘(A) any debt (other than capital structure 
debt), executory contract, or unexpired lease of the 
debtor (other than a qualified financial contract); 
‘‘(B) any agreement under which the debtor 
issued or is obligated for debt (other than capital 
structure debt); 
‘‘(C) any debt, executory contract, or unexpired 
lease of an affiliate (other than a qualified financial 
contract); or 
‘‘(D) any agreement under which an affiliate 
issued or is obligated for debt. 
‘‘(3) The stay under this subsection terminates— 
‘‘(A) for the benefit of the debtor, upon the ear-
liest of— 
‘‘(i) 48 hours after the commencement of 
the case; 
‘‘(ii) assumption of the debt, contract, 
lease, or agreement by the bridge company 
under an order authorizing a transfer under 
section 1185;
‘‘(iii) a final order of the court denying the 
request for a transfer under section 1185; or 
‘‘(iv) the time the case is dismissed; and 
‘‘(B) for the benefit of an affiliate, upon the 
earliest of— 
‘‘(i) the entry of an order authorizing a 
transfer under section 1185 in which the direct 
or indirect interests in the affiliate that are 
property of the estate are not transferred under 
section 1185; 
‘‘(ii) a final order by the court denying the 
request for a transfer under section 1185; 
‘‘(iii) 48 hours after the commencement of 
the case if the court has not ordered a transfer 
under section 1185; or 
‘‘(iv) the time the case is dismissed. 
‘‘(4) Subsections (d), (e), (f), and (g) of section 362 
apply to a stay under this subsection. 
‘‘(b) A debt, executory contract (other than a quali-
fied financial contract), or unexpired lease of the debtor, 
or an agreement under which the debtor has issued or is 
obligated for any debt, may be assumed by a bridge com-
pany in a transfer under section 1185 notwithstanding 
any provision in an agreement or in applicable nonbank-
ruptcy law that—
‘‘(1) prohibits, restricts, or conditions the as-
signment of the debt, contract, lease, or agreement; 
or 
‘‘(2) accelerates, terminates, or modifies, or 
permits a party other than the debtor to terminate 
or modify, the debt, contract, lease, or agreement on 
account of— 
‘‘(A) the assignment of the debt, contract, 
lease, or agreement; or 
‘‘(B) a change in control of any party to 
the debt, contract, lease, or agreement. 
‘‘(c)(1) A debt, contract, lease, or agreement of the 
kind described in subparagraph (A) or (B) of subsection 
(a)(2) may not be accelerated, terminated, or modified, 
and any right or obligation under such debt, contract, 
lease, or agreement may not be accelerated, terminated, 
or modified, as to the bridge company solely because of 
a provision in the debt, contract, lease, or agreement or 
in applicable nonbankruptcy law— 
‘‘(A) of the kind described in subsection 
(a)(1)(B) as applied to the debtor; 
‘‘(B) that prohibits, restricts, or conditions the 
assignment of the debt, contract, lease, or agree-
ment; or
‘‘(C) that accelerates, terminates, or modifies, 
or permits a party other than the debtor to termi-
nate or modify, the debt, contract, lease or agree-
ment on account of— 
‘‘(i) the assignment of the debt, contract, 
lease, or agreement; or 
‘‘(ii) a change in control of any party to 
the debt, contract, lease, or agreement. 
‘‘(2) If there is a default by the debtor under a provi-
sion other than the kind described in paragraph (1) in 
a debt, contract, lease or agreement of the kind described 
in subparagraph (A) or (B) of subsection (a)(2), the 
bridge company may assume such debt, contract, lease, 
or agreement only if the bridge company— 
‘‘(A) shall cure the default; 
‘‘(B) compensates, or provides adequate assur-
ance in connection with a transfer under section 
1185 that the bridge company will promptly com-
pensate, a party other than the debtor to the debt, 
contract, lease, or agreement, for any actual pecu-
niary loss to the party resulting from the default; 
and 
‘‘(C) provides adequate assurance in connection 
with a transfer under section 1185 of future per-
formance under the debt, contract, lease, or agree-
ment, as determined by the court under section 
1185(c)(4). 
‘‘§ 1188. Treatment of qualified financial contracts 
and affiliate contracts 
‘‘(a) Notwithstanding sections 362(b)(6), 362(b)(7), 
362(b)(17), 362(b)(27), 362(o), 555, 556, 559, 560, and 
561, a petition filed under section 1183 operates as a stay, 
during the period specified in section 1187(a)(3)(A), ap-
plicable to all entities, of the exercise of a contractual 
right— 
‘‘(1) to cause the modification, liquidation, ter-
mination, or acceleration of a qualified financial con-
tract of the debtor or an affiliate; 
‘‘(2) to offset or net out any termination value, 
payment amount, or other transfer obligation arising 
under or in connection with a qualified financial con-
tract of the debtor or an affiliate; or 
‘‘(3) under any security agreement or arrange-
ment or other credit enhancement forming a part of 
or related to a qualified financial contract of the 
debtor or an affiliate. 
‘‘(b)(1) During the period specified in section 
1187(a)(3)(A), the trustee or the affiliate shall perform 
all payment and delivery obligations under such qualified 
financial contract of the debtor or the affiliate, as the case
may be, that become due after the commencement of the 
case. The stay provided under subsection (a) terminates 
as to a qualified financial contract of the debtor or an 
affiliate immediately upon the failure of the trustee or the 
affiliate, as the case may be, to perform any such obliga-
tion during such period. 
‘‘(2) Any failure by a counterparty to any qualified 
financial contract of the debtor or any affiliate to perform 
any payment or delivery obligation under such qualified 
financial contract, including during the pendency of the 
stay provided under subsection (a), shall constitute a 
breach of such qualified financial contract by the 
counterparty. 
‘‘(c) Subject to the court’s approval, a qualified finan-
cial contract between an entity and the debtor may be as-
signed to or assumed by the bridge company in a transfer 
under, and in accordance with, section 1185 if and only 
if— 
‘‘(1) all qualified financial contracts between 
the entity and the debtor are assigned to and as-
sumed by the bridge company in the transfer under 
section 1185; 
‘‘(2) all claims of the entity against the debtor 
in respect of any qualified financial contract between 
the entity and the debtor (other than any claim that,
under the terms of the qualified financial contract, 
is subordinated to the claims of general unsecured 
creditors) are assigned to and assumed by the bridge 
company; 
‘‘(3) all claims of the debtor against the entity 
under any qualified financial contract between the 
entity and the debtor are assigned to and assumed 
by the bridge company; and 
‘‘(4) all property securing or any other credit 
enhancement furnished by the debtor for any quali-
fied financial contract described in paragraph (1) or 
any claim described in paragraph (2) or (3) under 
any qualified financial contract between the entity 
and the debtor is assigned to and assumed by the 
bridge company. 
‘‘(d) Notwithstanding any provision of a qualified fi-
nancial contract or of applicable nonbankruptcy law, a 
qualified financial contract of the debtor that is assumed 
or assigned in a transfer under section 1185 may not be 
accelerated, terminated, or modified, after the entry of the 
order approving a transfer under section 1185, and any 
right or obligation under the qualified financial contract 
may not be accelerated, terminated, or modified, after the 
entry of the order approving a transfer under section 1185 
solely because of a condition described in section
1187(c)(1), other than a condition of the kind specified 
in section 1187(b) that occurs after property of the estate 
no longer includes a direct beneficial interest or an indi-
rect beneficial interest through the special trustee, in more 
than 50 percent of the equity securities of the bridge com-
pany. 
‘‘(e) Notwithstanding any provision of any agreement 
or in applicable nonbankruptcy law, an agreement of an 
affiliate (including an executory contract, an unexpired 
lease, qualified financial contract, or an agreement under 
which the affiliate issued or is obligated for debt) and any 
right or obligation under such agreement may not be ac-
celerated, terminated, or modified, solely because of a con-
dition described in section 1187(c)(1), other than a condi-
tion of the kind specified in section 1187(b) that occurs 
after the bridge company is no longer a direct or indirect 
beneficial holder of more than 50 percent of the equity 
securities of the affiliate, at any time after the commence-
ment of the case if— 
‘‘(1) all direct or indirect interests in the affil-
iate that are property of the estate are transferred 
under section 1185 to the bridge company within the 
period specified in subsection (a); 
‘‘(2) the bridge company assumes—
‘‘(A) any guarantee or other credit en-
hancement issued by the debtor relating to the 
agreement of the affiliate; and 
‘‘(B) any obligations in respect of rights of 
setoff, netting arrangement, or debt of the debt-
or that directly arises out of or directly relates 
to the guarantee or credit enhancement; and 
‘‘(3) any property of the estate that directly 
serves as collateral for the guarantee or credit en-
hancement is transferred to the bridge company. 
‘‘§ 1189. Licenses, permits, and registrations 
‘‘(a) Notwithstanding any otherwise applicable non-
bankruptcy law, if a request is made under section 1185 
for a transfer of property of the estate, any Federal, State, 
or local license, permit, or registration that the debtor or 
an affiliate had immediately before the commencement of 
the case and that is proposed to be transferred under sec-
tion 1185 may not be accelerated, terminated, or modified 
at any time after the request solely on account of— 
‘‘(1) the insolvency or financial condition of the 
debtor at any time before the closing of the case; 
‘‘(2) the commencement of a case under this 
title concerning the debtor; 
‘‘(3) the appointment of or taking possession by 
a trustee in a case under this title concerning the
debtor or by a custodian before the commencement 
of the case; or 
‘‘(4) a transfer under section 1185. 
‘‘(b) Notwithstanding any otherwise applicable non-
bankruptcy law, any Federal, State, or local license, per-
mit, or registration that the debtor had immediately before 
the commencement of the case that is included in a trans-
fer under section 1185 shall be valid and all rights and 
obligations thereunder shall vest in the bridge company. 
‘‘§ 1190. Exemption from securities laws 
‘‘For purposes of section 1145, a security of the 
bridge company shall be deemed to be a security of a suc-
cessor to the debtor under a plan if the court approves 
the disclosure statement for the plan as providing ade-
quate information (as defined in section 1125(a)) about 
the bridge company and the security. 
‘‘§ 1191. Inapplicability of certain avoiding powers 
‘‘A transfer made or an obligation incurred by the 
debtor to an affiliate prior to or after the commencement 
of the case, including any obligation released by the debtor 
or the estate to or for the benefit of an affiliate, in con-
templation of or in connection with a transfer under sec-
tion 1185 is not avoidable under section 544, 547, 
548(a)(1)(B), or 549, or under any similar nonbankruptcy 
law.
‘‘§ 1192. Consideration of financial stability 
‘‘The court may consider the effect that any decision 
in connection with this subchapter may have on financial 
stability in the United States.’’. 
SEC. 123. AMENDMENTS TO TITLE 28, UNITED STATES 
CODE. 
(a) AMENDMENT TO CHAPTER 13.—Chapter 13 of 
title 28, United States Code, is amended by adding at the 
end the following: 
‘‘§ 298. Judge for a case under subchapter V of chap-
ter 11 of title 11 
‘‘(a)(1) Notwithstanding section 295, the Chief Jus-
tice of the United States shall designate not fewer than 
10 bankruptcy judges to be available to hear a case under 
subchapter V of chapter 11 of title 11. Bankruptcy judges 
may request to be considered by the Chief Justice of the 
United States for such designation. 
‘‘(2) Notwithstanding section 155, a case under sub-
chapter V of chapter 11 of title 11 shall be heard under 
section 157 by a bankruptcy judge designated under para-
graph (1), who shall be randomly assigned to hear such 
case by the chief judge of the court of appeals for the cir-
cuit embracing the district in which the case is pending. 
To the greatest extent practicable, the approvals required 
under section 155 should be obtained.
‘‘(3) If the bankruptcy judge assigned to hear a case 
under paragraph (2) is not assigned to the district in 
which the case is pending, the bankruptcy judge shall be 
temporarily assigned to the district. 
‘‘(b) A case under subchapter V of chapter 11 of title 
11, and all proceedings in the case, shall take place in 
the district in which the case is pending. 
‘‘(c) In this section, the term ‘covered financial cor-
poration’ has the meaning given that term in section 
101(9A) of title 11.’’. 
(b) AMENDMENT TO SECTION 1334 OF TITLE 28.— 
Section 1334 of title 28, United States Code, is amended 
by adding at the end the following: 
‘‘(f) This section does not grant jurisdiction to the 
district court after a transfer pursuant to an order under 
section 1185 of title 11 of any proceeding related to a spe-
cial trustee appointed, or to a bridge company formed, in 
connection with a case under subchapter V of chapter 11 
of title 11.’’. 
(c) TECHNICAL AND CONFORMING AMENDMENT.— 
The table of sections for chapter 13 of title 28, United 
States Code, is amended by adding at the end the fol-
lowing: 
‘‘298. Judge for a case under subchapter V of chapter 11 of title 11.’’.
Subtitle C—Ending Government 
Guarantees 
SEC. 131. REPEAL OF OBLIGATION GUARANTEE PROGRAM. 
(a) IN GENERAL.—The following sections of the 
Dodd-Frank Wall Street Reform and Consumer Protec-
tion Act (12 U.S.C. 5301 et seq.) are repealed: 
(1) Section 1104. 
(2) Section 1105. 
(3) Section 1106. 
(b) CLERICAL AMENDMENT.—The table of contents 
under section 1(b) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act is amended by striking the 
items relating to sections 1104, 1105, and 1106. 
SEC. 132. REPEAL OF SYSTEMIC RISK DETERMINATION IN 
RESOLUTIONS. 
Section 13(c)(4)(G) of the Federal Deposit Insurance 
Act (12 U.S.C. 1823(c)(4)(G)) is hereby repealed. 
SEC. 133. RESTRICTIONS ON USE OF THE EXCHANGE STA-
BILIZATION FUND. 
(a) IN GENERAL.—Section 5302 of title 31, United 
States Code, is amended by adding at the end the fol-
lowing: 
‘‘(e) Amounts in the fund may not be used for the 
establishment of a guaranty program for any nongovern-
mental entity.’’.
(b) CONFORMING AMENDMENT.—Section 131(b) of 
the Emergency Economic Stabilization Act of 2008 (12 
U.S.C. 5236(b)) is amended by inserting ‘‘, or for the pur-
poses of preventing the liquidation or insolvency of any 
entity’’ before the period. 
Subtitle D—Eliminating Financial 
Market Utility Designations 
SEC. 141. REPEAL OF TITLE VIII. 
(a) REPEAL.—Title VIII of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act (12 U.S.C. 
5461 et seq.) is repealed, and provisions of law amended 
by such title are restored and revived as if such title had 
never been enacted. 
(b) CLERICAL AMENDMENT.—The table of contents 
in section 1(b) of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act is amended by striking the items 
relating to title VIII. 
Subtitle E—Reform of the 
Financial Stability Act of 2010 
SEC. 151. REPEAL AND MODIFICATION OF PROVISIONS OF 
THE FINANCIAL STABILITY ACT OF 2010. 
(a) REPEALS.—The following provisions of the Fi-
nancial Stability Act of 2010 are repealed, and the provi-
sions of law amended or repealed by such provisions are
restored or revived as if such provisions had not been en-
acted: 
(1) Subtitle B. 
(2) Section 113. 
(3) Section 114. 
(4) Section 115. 
(5) Section 116. 
(6) Section 117. 
(7) Section 119. 
(8) Section 120. 
(9) Section 121. 
(10) Section 161. 
(11) Section 162. 
(12) Section 164. 
(13) Section 166. 
(14) Section 167. 
(15) Section 168. 
(16) Section 170. 
(17) Section 172. 
(18) Section 174. 
(19) Section 175. 
(b) ADDITIONAL MODIFICATIONS.—The Financial 
Stability Act of 2010 (12 U.S.C. 5311 et seq.) is amend-
ed—
(1) in section 102(a), by striking paragraph 
(5); 
(2) in section 111— 
(A) in subsection (b)— 
(i) in paragraph (1)— 
(I) by striking ‘‘who shall each’’ 
and inserting ‘‘who shall, except as 
provided below, each’’; and 
(II) by striking subparagraphs 
(B) through (J) and inserting the fol-
lowing: 
‘‘(B) each member of the Board of Gov-
ernors, who shall collectively have 1 vote on the 
Council; 
‘‘(C) the Comptroller of the Currency; 
‘‘(D) the Director of the Consumer Law 
Enforcement Agency; 
‘‘(E) each member of the Commission, who 
shall collectively have 1 vote on the Council; 
‘‘(F) each member of the Corporation, who 
shall collectively have 1 vote on the Council; 
‘‘(G) each member of the Commodity Fu-
tures Trading Commission, who shall collec-
tively have 1 vote on the Council;
‘‘(H) the Director of the Federal Housing 
Finance Agency; 
‘‘(I) each member of the National Credit 
Union Administration Board, who shall collec-
tively have 1 vote on the Council; and 
‘‘(J) the Independent Insurance Advo-
cate.’’; 
(ii) in paragraph (2)— 
(I) by striking subparagraphs (A) 
and (B); and 
(II) by redesignating subpara-
graphs (C), (D), and (E) as subpara-
graphs (A), (B), and (C), respectively; 
and 
(iii) by adding at the end the fol-
lowing: 
‘‘(4) VOTING BY MULTI-PERSON ENTITY.— 
‘‘(A) VOTING
WITHIN
THE
ENTITY.—An 
entity described under subparagraph (B), (E), 
(F), (G), or (I) of paragraph (1) shall deter-
mine the entity’s Council vote by using the vot-
ing process normally applicable to votes by the 
entity’s members. 
‘‘(B) CASTING OF ENTITY VOTE.—The 1 
collective Council vote of an entity described
under subparagraph (A) shall be cast by the 
head of such agency or, in the event such head 
is unable to cast such vote, the next most senior 
member of the entity available.’’; 
(B) in subsection (c)(1), by striking ‘‘The 
independent member of the Council shall serve 
for a term of 6 years, and each nonvoting mem-
ber described in subparagraphs (C), (D), and 
(E) of’’ and inserting ‘‘Each nonvoting mem-
bers described under’’; 
(C) in subsection (e), by adding at the end 
the following: 
‘‘(3) STAFF
ACCESS.—Any member of the 
Council may select to have one or more individuals 
on the member’s staff attend a meeting of the Coun-
cil, including any meeting of representatives of the 
member agencies other than the members them-
selves. 
‘‘(4) CONGRESSIONAL OVERSIGHT.—All public 
meetings of the Council shall be open to the attend-
ance by members of the authorization and oversight 
committees of the House of Representatives and the 
Senate. 
‘‘(5) TRANSCRIPTION REQUIREMENT FOR NON- 
PUBLIC MEETINGS.—The Council shall create and
preserve transcripts for all non-public meetings of 
the Council. 
‘‘(6) MEMBER AGENCY MEETINGS.—Any meet-
ing of representatives of the member agencies other 
than the members themselves shall be open to at-
tendance by staff of the authorization and oversight 
committees of the House of Representatives and the 
Senate.’’; 
(D) by striking subsection (g) (relating to 
the nonapplicability of FACA); 
(E) by inserting after subsection (f) the 
following: 
‘‘(g) OPEN MEETING REQUIREMENT.—The Council 
shall be an agency for purposes of section 552b of title 
5, United States Code (commonly referred to as the ‘Gov-
ernment in the Sunshine Act’). 
‘‘(h) CONFIDENTIAL CONGRESSIONAL BRIEFINGS.— 
The Chairperson shall at regular times but not less than 
annually provide confidential briefings to the Committee 
on Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs 
of the Senate, which may in the discretion of the Chair-
man of the respective committee be attended by any com-
bination of the committee’s members or staff.’’; and
(F) 
by 
redesignating 
subsections 
(h) 
through (j) as subsections (i) through (k), re-
spectively; 
(3) in section 112— 
(A) in subsection (a)(2)— 
(i) in subparagraph (A), by striking 
‘‘the Federal Insurance Office and, if nec-
essary to assess risks to the United States 
financial system, direct the Office of Fi-
nancial Research to’’ and inserting ‘‘and, if 
necessary to assess risks to the United 
States financial system,’’; 
(ii) by striking subparagraphs (B), 
(H), (I), and (J); 
(iii) by redesignating subparagraphs 
(C), (D), (E), (F), (G), (K), (L), (M), and 
(N) as subparagraphs (B), (C), (D), (E), 
(F), (G), (H), (I), and (J), respectively; 
(iv) in subparagraph (J), as so redes-
ignated— 
(I) in clause (iii), by adding 
‘‘and’’ at the end; 
(II) by striking clauses (iv) and 
(v); and
(III) by redesignating clause (vi) 
as clause (iv); and 
(B) in subsection (d)— 
(i) in paragraph (1), by striking ‘‘the 
Office of Financial Research, member 
agencies, and the Federal Insurance Of-
fice’’ and inserting ‘‘member agencies’’; 
(ii) in paragraph (2), by striking ‘‘the 
Office of Financial Research, any member 
agency, and the Federal Insurance Office,’’ 
and inserting ‘‘member agencies’’; 
(iii) in paragraph (3)— 
(I) by striking ‘‘, acting through 
the Office of Financial Research,’’ 
each place it appears; and 
(II) in subparagraph (B), by 
striking ‘‘the Office of Financial Re-
search or’’; and 
(iv) in paragraph (5)(A), by striking 
‘‘, the Office of Financial Research,’’; 
(4) by amending section 118 to read as follows: 
‘‘SEC. 118. COUNCIL FUNDING. 
‘‘There is authorized to be appropriated to the Coun-
cil $4,000,000 for fiscal year 2017 and each fiscal year 
thereafter to carry out the duties of the Council.’’;
(5) in section 163— 
(A) by striking subsection (a); 
(B) by redesignating subsection (b) as sub-
section (a); and 
(C) in subsection (a), as so redesignated— 
(i) by striking ‘‘or a nonbank financial 
company supervised by the Board of Gov-
ernors’’ each place such term appears; 
(ii) in paragraph (4), by striking ‘‘In 
addition’’ and inserting the following: 
‘‘(A) IN GENERAL.—In addition’’; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(B) EXCEPTION FOR QUALIFYING BANK-
ING
ORGANIZATION.—Subparagraph (A) shall 
not apply to a proposed acquisition by a quali-
fying banking organization, as defined under 
section 605 of the Financial CHOICE Act of 
2017.’’; and 
(6) in section 165— 
(A) by striking ‘‘nonbank financial compa-
nies supervised by the Board of Governors and’’ 
each place such term appears;
(B) by striking ‘‘nonbank financial com-
pany supervised by the Board of Governors 
and’’ each place such term appears; 
(C) in subsection (a), by amending para-
graph (2) to read as follows: 
‘‘(2) TAILORED APPLICATION.—In prescribing 
more stringent prudential standards under this sec-
tion, the Board of Governors may differentiate 
among companies on an individual basis or by cat-
egory, taking into consideration their capital struc-
ture, riskiness, complexity, financial activities (in-
cluding the financial activities of their subsidiaries), 
size, and any other risk-related factors that the 
Board of Governors deems appropriate.’’; 
(D) in subsection (b)— 
(i) in paragraph (1)(B)(iv), by strik-
ing ‘‘, on its own or pursuant to a rec-
ommendation made by the Council in ac-
cordance with section 115,’’; 
(ii) in paragraph (2)— 
(I) by striking ‘‘foreign nonbank 
financial company supervised by the 
Board of Governors or’’;
(II) by striking ‘‘shall—’’ and all 
that follows through ‘‘give due’’ and 
inserting ‘‘shall give due’’; 
(III) in subparagraph (A), by 
striking ‘‘; and’’ and inserting a pe-
riod; and 
(IV) by striking subparagraph 
(B); 
(iii) in paragraph (3)— 
(I) in subparagraph (A)— 
(aa) by striking clause (i); 
(bb) 
by 
redesignating 
clauses (ii), (iii), and (iv) as 
clauses (i), (ii), and (iii), respec-
tively; and 
(cc) in clause (iii), as so re-
designated, by adding ‘‘and’’ at 
the end; 
(II) by striking subparagraphs 
(B) and (C); and 
(III) by redesignating subpara-
graph (D) as subparagraph (B); and 
(iv) in paragraph (4), by striking ‘‘a 
nonbank financial company supervised by 
the Board of Governors or’’;
(E) in subsection (c)— 
(i) in paragraph (1), by striking 
‘‘under section 115(c)’’; and 
(ii) in paragraph (2)— 
(I) by amending subparagraph 
(A) to read as follows: 
‘‘(A) any recommendations of the Coun-
cil;’’; and 
(II) in subparagraph (D), by 
striking ‘‘nonbank financial company 
supervised by the Board of Governors 
or’’; 
(F) in subsection (d)— 
(i) by striking ‘‘a nonbank financial 
company supervised by the Board of Gov-
ernors or’’ each place such term appears; 
(ii) in paragraph (1), by striking ‘‘pe-
riodically’’ and inserting ‘‘not more often 
than every 2 years’’; 
(iii) in paragraph (3)— 
(I) by striking ‘‘The Board’’ and 
inserting the following: 
‘‘(A) IN GENERAL.—The Board’’; 
(II) by striking ‘‘shall review’’ 
and inserting the following: ‘‘shall—
‘‘(i) review’’; 
(III) by striking the period and 
inserting ‘‘; and’’; and 
(IV) by adding at the end the fol-
lowing: 
‘‘(ii) not later than the end of the 6- 
month period beginning on the date the 
bank holding company submits the resolu-
tion plan, provide feedback to the bank 
holding company on such plan. 
‘‘(B) 
DISCLOSURE
OF
ASSESSMENT 
FRAMEWORK.—The Board of Governors shall 
publicly disclose, including on the website of the 
Board of Governors, the assessment framework 
that is used to review information under this 
paragraph and shall provide the public with a 
notice and comment period before finalizing 
such assessment framework.’’. 
(iv) in paragraph (6), by striking 
‘‘nonbank financial company supervised by 
the Board, any bank holding company,’’ 
and inserting ‘‘bank holding company’’; 
(G) in subsection (e)—
(i) in paragraph (1), by striking ‘‘a 
nonbank financial company supervised by 
the Board of Governors or’’; 
(ii) in paragraph (3), by striking ‘‘the 
nonbank financial company supervised by 
the Board of Governors or’’ each place 
such term appears; and 
(iii) in paragraph (4), by striking ‘‘a 
nonbank financial company supervised by 
the Board of Governors or’’; 
(H) in subsection (g)(1), by striking ‘‘and 
any nonbank financial company supervised by 
the Board of Governors’’; 
(I) in subsection (h)— 
(i) by striking paragraph (1); 
(ii) by redesignating paragraphs (2), 
(3), and (4) as paragraphs (1), (2), and 
(3), respectively; 
(iii) in paragraph (1), as so redesig-
nated, by striking ‘‘paragraph (3)’’ each 
place such term appears and inserting 
‘‘paragraph (2)’’; and 
(iv) in paragraph (2), as so redesig-
nated—
(I) in subparagraph (A), by strik-
ing ‘‘the nonbank financial company 
supervised by the Board of Governors 
or bank holding company described in 
subsection (a), as applicable’’ and in-
serting ‘‘a bank holding company de-
scribed in subsection (a)’’; and 
(II) in subparagraph (B), by 
striking ‘‘the nonbank financial com-
pany supervised by the Board of Gov-
ernors or a bank holding company de-
scribed in subsection (a), as applica-
ble’’ and inserting ‘‘a bank holding 
company described in subsection (a)’’; 
(J) in subsection (i)— 
(i) in paragraph (1)— 
(I) in subparagraph (A), by strik-
ing ‘‘, in coordination with the appro-
priate primary financial regulatory 
agencies and the Federal Insurance 
Office,’’; 
(II) in subparagraph (B)— 
(aa) by amending clause (i) 
to read as follows: 
‘‘(i) shall—
(dd) in clause (v), by strik-
ing the period and inserting the 
following: ‘‘, including any results 
of a resubmitted test;’’; and 
(ee) by adding at the end 
the following: 
‘‘(vi) shall, in establishing the severely 
adverse condition under clause (i), provide 
detailed consideration of the model’s ef-
fects on financial stability and the cost and 
availability of credit; 
‘‘(vii) shall, in developing the models 
and methodologies and providing them for 
notice and comment under this subpara-
graph, publish a process to test the models 
and methodologies for their potential to 
magnify systemic and institutional risks in-
stead of facilitating increased resiliency; 
‘‘(viii) shall design and publish a proc-
ess to test and document the sensitivity 
and uncertainty associated with the model 
system’s data quality, specifications, and 
assumptions; and
‘‘(ix) shall communicate the range and 
sources of uncertainty surrounding the 
models and methodologies.’’; and 
(III) by adding at the end the 
following: 
‘‘(C) CCAR REQUIREMENTS.— 
‘‘(i) 
PARAMETERS
AND
CON-
SEQUENCES
APPLICABLE
TO
CCAR.—The 
requirements of subparagraph (B) shall 
apply to CCAR. 
‘‘(ii) 
TWO-YEAR
LIMITATION.—The 
Board of Governors may not subject a 
company to CCAR more than once every 
two years. 
‘‘(iii) MID-CYCLE
RESUBMISSION.—If 
a company receives a quantitative objection 
to, or otherwise desires to amend the com-
pany’s capital plan, the company may file 
a new streamlined plan at any time after 
a capital planning exercise has been com-
pleted and before a subsequent capital 
planning exercise. 
‘‘(iv) LIMITATION
ON
QUALITATIVE 
CAPITAL PLANNING OBJECTIONS.—In car-
rying out CCAR, the Board of Governors
may not object to a company’s capital plan 
on the basis of qualitative deficiencies in 
the company’s capital planning process. 
‘‘(v) 
COMPANY
INQUIRIES.—The 
Board of Governors shall establish and 
publish procedures for responding to in-
quiries from companies subject to CCAR, 
including establishing the time frame in 
which such responses will be made, and 
make such procedures publicly available. 
‘‘(vi) CCAR DEFINED.—For purposes 
of this subparagraph and subparagraph 
(E), the term ‘CCAR’ means the Com-
prehensive Capital Analysis and Review es-
tablished by the Board of Governors.’’; and 
(ii) in paragraph (2)— 
(I) in subparagraph (A)— 
(aa) by striking ‘‘a bank 
holding company’’ and inserting 
‘‘bank holding company’’; 
(bb) 
by 
striking 
‘‘semi-
annual’’ and inserting ‘‘annual’’; 
(cc) by striking ‘‘All other 
financial companies’’ and insert-
ing ‘‘All other bank holding com-
panies’’; and 
(dd) by striking ‘‘and are 
regulated by a primary Federal 
financial regulatory agency’’; 
(II) in subparagraph (B)— 
(aa) by striking ‘‘and to its 
primary 
financial 
regulatory 
agency’’; and 
(bb) by striking ‘‘primary fi-
nancial regulatory agency’’ the 
second time it appears and in-
serting ‘‘Board of Governors’’; 
and 
(III) in subparagraph (C)— 
(aa) by striking ‘‘Each Fed-
eral primary financial regulatory 
agency, in coordination with the 
Board of Governors and the Fed-
eral Insurance Office,’’ and in-
serting ‘‘The Board of Gov-
ernors’’; and 
(bb) by striking ‘‘consistent 
and comparable’’. 
(K) in subsection (j)—
(i) in paragraph (1), by striking ‘‘or a 
nonbank financial company supervised by 
the Board of Governors’’; and 
(ii) in paragraph (2), by striking ‘‘the 
factors described in subsections (a) and (b) 
of section 113 and any other’’ and insert-
ing ‘‘any’’; 
(L) in subsection (k)(1), by striking ‘‘or 
nonbank financial company supervised by the 
Board of Governors’’; and 
(M) by adding at the end the following: 
‘‘(l) EXEMPTION FOR QUALIFYING BANKING ORGA-
NIZATIONS.—This section shall not apply to a proposed 
acquisition by a qualifying banking organization, as de-
fined under section 605 of the Financial CHOICE Act of 
2017.’’. 
(c) TREATMENT OF OTHER RESOLUTION PLAN RE-
QUIREMENTS.— 
(1) IN GENERAL.—With respect to an appro-
priate Federal banking agency that requires a bank-
ing organization to submit to the agency a resolution 
plan not described under section 165(d) of the 
Dodd-Frank Wall Street Reform and Consumer Pro-
tection Act—
(A) the agency shall comply with the re-
quirements of paragraphs (3) and (4) of such 
section 165(d); 
(B) the agency may not require the sub-
mission of such a resolution plan more often 
than every 2 years; and 
(C) paragraphs (6) and (7) of such section 
165(d) shall apply to such a resolution plan. 
(2) DEFINITIONS.—For purposes of this sub-
section, the terms ‘‘appropriate Federal banking 
agency’’ and ‘‘banking organization’’ have the mean-
ing given those terms, respectively, under section 
105. 
(d) ACTIONS TO CREATE A BANK HOLDING COM-
PANY.—Section 3(b)(1) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842(b)(1)) is amended— 
(1) by striking ‘‘Upon receiving’’ and inserting 
the following: 
‘‘(A) IN GENERAL.—Upon receiving’’; 
(2) by striking ‘‘Notwithstanding any other pro-
vision’’ and inserting the following: 
‘‘(B) IMMEDIATE ACTION.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
any other provision’’; and 
(3) by adding at the end the following:
‘‘(ii) EXCEPTION.—The Board may 
not take any action pursuant to clause (i) 
on an application that would cause any 
company to become a bank holding com-
pany unless such application involves the 
company acquiring a bank that is critically 
undercapitalized (as such term is defined 
under section 38(b) of the Federal Deposit 
Insurance Act).’’. 
(e) CONCENTRATION LIMITS APPLIED ONLY
TO 
BANKING ORGANIZATIONS.—Section 14 of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1852) is 
amended— 
(1) by striking ‘‘financial company’’ each place 
such term appears and inserting ‘‘banking organiza-
tion’’; 
(2) in subsection (a)— 
(A) by amending paragraph (2) to read as 
follows: 
‘‘(2) the term ‘banking organization’ means— 
‘‘(A) an insured depository institution; 
‘‘(B) a bank holding company; 
‘‘(C) a savings and loan holding company; 
‘‘(D) a company that controls an insured 
depository institution; and
‘‘(E) a foreign bank or company that is 
treated as a bank holding company for purposes 
of this Act; and’’; 
(B) in paragraph (3)— 
(i) in subparagraph (A)(ii), by adding 
‘‘and’’ at the end; 
(ii) in subparagraph (B)(ii), by strik-
ing ‘‘; and’’ and inserting a period; and 
(iii) by striking subparagraph (C); 
and 
(3) in subsection (b), by striking ‘‘financial 
companies’’ and inserting ‘‘banking organizations’’. 
(f) CONFORMING AMENDMENT.—Section 3502(5) of 
title 44, United States Code, is amended by striking ‘‘the 
Office of Financial Research,’’. 
(g) CLERICAL AMENDMENT.—The table of contents 
under section 1(b) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act is amended by striking the 
items relating to subtitle B of title I and 113, 114, 115, 
116, 117, 119, 120, 121, 161, 162, 164, 166, 167, 168, 
170, 172, 174, and 175. 
SEC. 152. OPERATIONAL RISK CAPITAL REQUIREMENTS 
FOR BANKING ORGANIZATIONS. 
(a) IN GENERAL.—An appropriate Federal banking 
agency may not establish an operational risk capital re-
quirement for banking organizations, unless such require-
ment— 
(1) is based on the risks posed by a banking or-
ganization’s current activities and businesses; 
(2) is appropriately sensitive to the risks posed 
by such current activities and businesses; 
(3) is determined under a forward-looking as-
sessment of potential losses that may arise out of a 
banking organization’s current activities and busi-
nesses, which is not solely based on a banking orga-
nization’s historical losses; and 
(4) permits adjustments based on qualifying 
operational risk mitigants. 
(b) DEFINITIONS.—For purposes of this section, the 
terms ‘‘appropriate Federal banking agency’’ and ‘‘bank-
ing organization’’ have the meaning given those terms, re-
spectively, under section 605. 
TITLE 
II—DEMANDING 
AC-
COUNTABILITY FROM WALL 
STREET 
Subtitle A—SEC Penalties 
Modernization 
SEC. 211. ENHANCEMENT OF CIVIL PENALTIES FOR SECU-
RITIES LAWS VIOLATIONS. 
(a) UPDATED CIVIL MONEY PENALTIES.—
(1) SECURITIES ACT OF 1933.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 8A(g)(2) of the Securi-
ties Act of 1933 (15 U.S.C. 77h–1(g)(2)) is 
amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$7,500’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$75,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$75,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$375,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such act or omission shall 
not exceed the amount specified in clause 
(ii) if— 
‘‘(I) the act or omission described 
in paragraph (1) involved fraud, de-
ceit, manipulation, or deliberate or 
reckless disregard of a regulatory re-
quirement; and 
‘‘(II) such act or omission di-
rectly or indirectly resulted in— 
‘‘(aa) substantial losses or 
created a significant risk of sub-
stantial losses to other persons; 
or 
‘‘(bb) substantial pecuniary 
gain to the person who com-
mitted the act or omission. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to the person who 
committed the act or omission; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
act or omission.’’.
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 20(d)(2) of the Securities Act 
of 1933 (15 U.S.C. 77t(d)(2)) is amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such violation shall not 
exceed the amount specified in clause (ii) 
if— 
‘‘(I) the violation described in 
paragraph (1) involved fraud, deceit, 
manipulation, or deliberate or reckless
disregard of a regulatory requirement; 
and 
‘‘(II) such violation directly or in-
directly resulted in substantial losses 
or created a significant risk of sub-
stantial losses to other persons. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to such defendant as a 
result of the violation; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
violation.’’. 
(2) SECURITIES EXCHANGE ACT OF 1934.— 
(A) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 21(d)(3)(B) of the Securities 
Exchange 
Act 
of 
1934 
(15 
U.S.C. 
78u(d)(3)(B)) is amended— 
(i) in clause (i)—
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in clause (ii)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking clause (iii) and insert-
ing the following: 
‘‘(iii) THIRD TIER.— 
‘‘(I) IN
GENERAL.—Notwithstanding 
clauses (i) and (ii), the amount of penalty 
for each such violation shall not exceed the 
amount specified in subclause (II) if— 
‘‘(aa) the violation described in 
subparagraph (A) involved fraud, de-
ceit, manipulation, or deliberate or 
reckless disregard of a regulatory re-
quirement; and 
‘‘(bb) such violation directly or 
indirectly 
resulted 
in 
substantial 
losses or created a significant risk of 
substantial losses to other persons.
‘‘(II) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in sub-
clause (I) is the greatest of— 
‘‘(aa) $300,000 for a natural 
person or $1,450,000 for any other 
person; 
‘‘(bb) 3 times the gross amount 
of pecuniary gain to such defendant 
as a result of the violation; or 
‘‘(cc) the amount of losses in-
curred by victims as a result of the 
violation.’’. 
(B) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 21B(b) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78u– 
2(b)) is amended— 
(i) in paragraph (1)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in paragraph (2)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking paragraph (3) and in-
serting the following: 
‘‘(3) THIRD TIER.— 
‘‘(A) 
IN
GENERAL.—Notwithstanding 
paragraphs (1) and (2), the amount of penalty 
for each such act or omission shall not exceed 
the amount specified in subparagraph (B) if— 
‘‘(i) the act or omission described in 
subsection (a) involved fraud, deceit, ma-
nipulation, or deliberate or reckless dis-
regard of a regulatory requirement; and 
‘‘(ii) such act or omission directly or 
indirectly resulted in substantial losses or 
created a significant risk of substantial 
losses to other persons or resulted in sub-
stantial pecuniary gain to the person who 
committed the act or omission. 
‘‘(B) MAXIMUM AMOUNT OF PENALTY.— 
The amount referred to in subparagraph (A) is 
the greatest of— 
‘‘(i) $300,000 for a natural person or 
$1,450,000 for any other person;
‘‘(ii) 3 times the gross amount of pe-
cuniary gain to the person who committed 
the act or omission; or 
‘‘(iii) the amount of losses incurred by 
victims as a result of the act or omission.’’. 
(3) INVESTMENT COMPANY ACT OF 1940.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 9(d)(2) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a– 
9(d)(2)) is amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of
penalty for each such act or omission shall 
not exceed the amount specified in clause 
(ii) if— 
‘‘(I) the act or omission described 
in paragraph (1) involved fraud, de-
ceit, manipulation, or deliberate or 
reckless disregard of a regulatory re-
quirement; and 
‘‘(II) such act or omission di-
rectly or indirectly resulted in sub-
stantial losses or created a significant 
risk of substantial losses to other per-
sons or resulted in substantial pecu-
niary gain to the person who com-
mitted the act or omission. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to the person who 
committed the act or omission; or
‘‘(III) the amount of losses in-
curred by victims as a result of the 
act or omission.’’. 
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 42(e)(2) of the Investment 
Company Act of 1940 (15 U.S.C. 80a– 
41(e)(2)) is amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such violation shall not 
exceed the amount specified in clause (ii) 
if—
‘‘(I) the violation described in 
paragraph (1) involved fraud, deceit, 
manipulation, or deliberate or reckless 
disregard of a regulatory requirement; 
and 
‘‘(II) such violation directly or in-
directly resulted in substantial losses 
or created a significant risk of sub-
stantial losses to other persons. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to such defendant as a 
result of the violation; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
violation.’’. 
(4) INVESTMENT ADVISERS ACT OF 1940.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 203(i)(2) of the Invest-
ment Advisers Act of 1940 (15 U.S.C. 80b– 
3(i)(2)) is amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such act or omission shall 
not exceed the amount specified in clause 
(ii) if— 
‘‘(I) the act or omission described 
in paragraph (1) involved fraud, de-
ceit, manipulation, or deliberate or 
reckless disregard of a regulatory re-
quirement; and
‘‘(II) such act or omission di-
rectly or indirectly resulted in sub-
stantial losses or created a significant 
risk of substantial losses to other per-
sons or resulted in substantial pecu-
niary gain to the person who com-
mitted the act or omission. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to the person who 
committed the act or omission; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
act or omission.’’. 
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 209(e)(2) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–9(e)(2)) 
is amended— 
(i) in subparagraph (A)—
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such violation shall not 
exceed the amount specified in clause (ii) 
if— 
‘‘(I) the violation described in 
paragraph (1) involved fraud, deceit, 
manipulation, or deliberate or reckless 
disregard of a regulatory requirement; 
and 
‘‘(II) such violation directly or in-
directly resulted in substantial losses
or created a significant risk of sub-
stantial losses to other persons. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to such defendant as a 
result of the violation; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
violation.’’. 
(b) PENALTIES FOR RECIDIVISTS.— 
(1) SECURITIES ACT OF 1933.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 8A(g)(2) of the Securi-
ties Act of 1933 (15 U.S.C. 77h–1(g)(2)) is 
amended by adding at the end the following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such act or omission 
shall be 3 times the otherwise applicable 
amount in such subparagraphs if, within the 5-
year period preceding such act or omission, the 
person who committed the act or omission was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
person.’’. 
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 20(d)(2) of the Securities Act 
of 1933 (15 U.S.C. 77t(d)(2)) is amended by 
adding at the end the following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such violation shall 
be 3 times the otherwise applicable amount in 
such subparagraphs if, within the 5-year period 
preceding such violation, the defendant was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
defendant.’’. 
(2) SECURITIES EXCHANGE ACT OF 1934.— 
(A) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 21(d)(3)(B) of the Securities
Exchange 
Act 
of 
1934 
(15 
U.S.C. 
78u(d)(3)(B)) is amended by adding at the end 
the following: 
‘‘(iv) 
FOURTH
TIER.—Notwith-
standing clauses (i), (ii), and (iii), the 
maximum amount of penalty for each such 
violation shall be 3 times the otherwise ap-
plicable amount in such clauses if, within 
the 5-year period preceding such violation, 
the defendant was criminally convicted for 
securities fraud or became subject to a 
judgment or order imposing monetary, eq-
uitable, or administrative relief in any 
Commission action alleging fraud by that 
defendant.’’. 
(B) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 21B(b) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78u– 
2(b)) is amended by adding at the end the fol-
lowing: 
‘‘(4) FOURTH
TIER.—Notwithstanding para-
graphs (1), (2), and (3), the maximum amount of 
penalty for each such act or omission shall be 3 
times the otherwise applicable amount in such para-
graphs if, within the 5-year period preceding such
act or omission, the person who committed the act 
or omission was criminally convicted for securities 
fraud or became subject to a judgment or order im-
posing monetary, equitable, or administrative relief 
in any Commission action alleging fraud by that per-
son.’’. 
(3) INVESTMENT COMPANY ACT OF 1940.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 9(d)(2) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a– 
9(d)(2)) is amended by adding at the end the 
following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such act or omission 
shall be 3 times the otherwise applicable 
amount in such subparagraphs if, within the 5- 
year period preceding such act or omission, the 
person who committed the act or omission was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
person.’’.
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 42(e)(2) of the Investment 
Company Act of 1940 (15 U.S.C. 80a– 
41(e)(2)) is amended by adding at the end the 
following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such violation shall 
be 3 times the otherwise applicable amount in 
such subparagraphs if, within the 5-year period 
preceding such violation, the defendant was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
defendant.’’. 
(4) INVESTMENT ADVISERS ACT OF 1940.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 203(i)(2) of the Invest-
ment Advisers Act of 1940 (15 U.S.C. 80b– 
3(i)(2)) is amended by adding at the end the 
following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such act or omission
shall be 3 times the otherwise applicable 
amount in such subparagraphs if, within the 5- 
year period preceding such act or omission, the 
person who committed the act or omission was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
person.’’. 
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 209(e)(2) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–9(e)(2)) 
is amended by adding at the end the following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such violation shall 
be 3 times the otherwise applicable amount in 
such subparagraphs if, within the 5-year period 
preceding such violation, the defendant was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
defendant.’’. 
(c) VIOLATIONS OF INJUNCTIONS AND BARS.—
(1) SECURITIES ACT OF 1933.—Section 20(d) of 
the Securities Act of 1933 (15 U.S.C. 77t(d)) is 
amended— 
(A) in paragraph (1), by inserting after 
‘‘the rules or regulations thereunder,’’ the fol-
lowing: ‘‘a Federal court injunction or a bar ob-
tained or entered by the Commission under this 
title,’’; and 
(B) by striking paragraph (4) and insert-
ing the following: 
‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO-
LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 
‘‘(A) IN GENERAL.—Each separate viola-
tion of an injunction or order described in sub-
paragraph (B) shall be a separate offense, ex-
cept that in the case of a violation through a 
continuing failure to comply with such injunc-
tion or order, each day of the failure to comply 
with the injunction or order shall be deemed a 
separate offense. 
‘‘(B) INJUNCTIONS
AND
ORDERS.—Sub-
paragraph (A) shall apply with respect to any 
action to enforce— 
‘‘(i) a Federal court injunction ob-
tained pursuant to this title;
‘‘(ii) an order entered or obtained by 
the Commission pursuant to this title that 
bars, suspends, places limitations on the 
activities or functions of, or prohibits the 
activities of, a person; or 
‘‘(iii) a cease-and-desist order entered 
by the Commission pursuant to section 
8A.’’. 
(2) SECURITIES EXCHANGE ACT OF 1934.—Sec-
tion 21(d)(3) of the Securities Exchange Act of 
1934 (15 U.S.C. 78u(d)(3)) is amended— 
(A) in subparagraph (A), by inserting after 
‘‘the rules or regulations thereunder,’’ the fol-
lowing: ‘‘a Federal court injunction or a bar ob-
tained or entered by the Commission under this 
title,’’; and 
(B) by striking subparagraph (D) and in-
serting the following: 
‘‘(D) SPECIAL PROVISIONS RELATING TO A VIO-
LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 
‘‘(i) IN GENERAL.—Each separate violation 
of an injunction or order described in clause (ii) 
shall be a separate offense, except that in the 
case of a violation through a continuing failure 
to comply with such injunction or order, each
day of the failure to comply with the injunction 
or order shall be deemed a separate offense. 
‘‘(ii) INJUNCTIONS AND ORDERS.—Clause 
(i) shall apply with respect to an action to en-
force— 
‘‘(I) a Federal court injunction ob-
tained pursuant to this title; 
‘‘(II) an order entered or obtained by 
the Commission pursuant to this title that 
bars, suspends, places limitations on the 
activities or functions of, or prohibits the 
activities of, a person; or 
‘‘(III) a cease-and-desist order entered 
by the Commission pursuant to section 
21C.’’. 
(3) INVESTMENT COMPANY ACT OF 1940.—Sec-
tion 42(e) of the Investment Company Act of 1940 
(15 U.S.C. 80a–41(e)) is amended— 
(A) in paragraph (1), by inserting after 
‘‘the rules or regulations thereunder,’’ the fol-
lowing: ‘‘a Federal court injunction or a bar ob-
tained or entered by the Commission under this 
title,’’; and 
(B) by striking paragraph (4) and insert-
ing the following:
‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO-
LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 
‘‘(A) IN GENERAL.—Each separate viola-
tion of an injunction or order described in sub-
paragraph (B) shall be a separate offense, ex-
cept that in the case of a violation through a 
continuing failure to comply with such injunc-
tion or order, each day of the failure to comply 
with the injunction or order shall be deemed a 
separate offense. 
‘‘(B) INJUNCTIONS
AND
ORDERS.—Sub-
paragraph (A) shall apply with respect to any 
action to enforce— 
‘‘(i) a Federal court injunction ob-
tained pursuant to this title; 
‘‘(ii) an order entered or obtained by 
the Commission pursuant to this title that 
bars, suspends, places limitations on the 
activities or functions of, or prohibits the 
activities of, a person; or 
‘‘(iii) a cease-and-desist order entered 
by the Commission pursuant to section 
9(f).’’.
(4) INVESTMENT ADVISERS ACT OF 1940.—Sec-
tion 209(e) of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–9(e)) is amended— 
(A) in paragraph (1), by inserting after 
‘‘the rules or regulations thereunder,’’ the fol-
lowing: ‘‘a Federal court injunction or a bar ob-
tained or entered by the Commission under this 
title,’’; and 
(B) by striking paragraph (4) and insert-
ing the following: 
‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO-
LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 
‘‘(A) IN GENERAL.—Each separate viola-
tion of an injunction or order described in sub-
paragraph (B) shall be a separate offense, ex-
cept that in the case of a violation through a 
continuing failure to comply with such injunc-
tion or order, each day of the failure to comply 
with the injunction or order shall be deemed a 
separate offense. 
‘‘(B) INJUNCTIONS
AND
ORDERS.—Sub-
paragraph (A) shall apply with respect to any 
action to enforce— 
‘‘(i) a Federal court injunction ob-
tained pursuant to this title;
‘‘(ii) an order entered or obtained by 
the Commission pursuant to this title that 
bars, suspends, places limitations on the 
activities or functions of, or prohibits the 
activities of, a person; or 
‘‘(iii) a cease-and-desist order entered 
by the Commission pursuant to section 
203(k).’’. 
(d) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to conduct that occurs 
after the date of the enactment of this Act. 
SEC. 212. UPDATED CIVIL MONEY PENALTIES OF PUBLIC 
COMPANY ACCOUNTING OVERSIGHT BOARD. 
(a) IN GENERAL.—Section 105(c)(4)(D) of the Sar-
banes-Oxley Act of 2002 (15 U.S.C. 7215(c)(4)(D)) is 
amended— 
(1) in clause (i)— 
(A) by striking ‘‘$100,000’’ and inserting 
‘‘$200,000’’; and 
(B) by striking ‘‘$2,000,000’’ and insert-
ing ‘‘$4,000,000’’; and 
(2) in clause (ii)— 
(A) by striking ‘‘$750,000’’ and inserting 
‘‘$1,500,000’’; and
(B) by striking ‘‘$15,000,000’’ and insert-
ing ‘‘$22,000,000’’. 
(b) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to conduct that occurs 
after the date of the enactment of this Act. 
SEC. 213. UPDATED CIVIL MONEY PENALTY FOR CONTROL-
LING PERSONS IN CONNECTION WITH IN-
SIDER TRADING. 
(a) IN GENERAL.—Section 21A(a)(3) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78u–1(a)(3)) is 
amended 
by 
striking 
‘‘$1,000,000’’ 
and 
inserting 
‘‘$2,500,000’’. 
(b) EFFECTIVE DATE.—The amendment made by 
this section shall apply with respect to conduct that occurs 
after the date of the enactment of this Act. 
SEC. 214. UPDATE OF CERTAIN OTHER PENALTIES. 
(a) IN GENERAL.—Section 32 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78ff) is amended— 
(1) in subsection (a), by striking ‘‘$5,000,000’’ 
and inserting ‘‘$7,000,000’’; and 
(2) in subsection (c)— 
(A) in paragraph (1)— 
(i) in subparagraph (A), by striking 
‘‘$2,000,000’’ and inserting ‘‘$4,000,000’’; 
and
(ii) in subparagraph (B), by striking 
‘‘$10,000’’ and inserting ‘‘$50,000’’; and 
(B) in paragraph (2)— 
(i) in subparagraph (A), by striking 
‘‘$100,000’’ and inserting ‘‘$250,000’’; 
and 
(ii) in subparagraph (B), by striking 
‘‘$10,000’’ and inserting ‘‘$50,000’’. 
(b) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to conduct that occurs 
after the date of the enactment of this Act. 
SEC. 215. MONETARY SANCTIONS TO BE USED FOR THE RE-
LIEF OF VICTIMS. 
(a) IN GENERAL.—Section 308(a) of the Sarbanes- 
Oxley Act of 2002 (15 U.S.C. 7246(a)) is amended to read 
as follows: 
‘‘(a) MONETARY SANCTIONS TO BE USED FOR THE 
RELIEF OF VICTIMS.— 
‘‘(1) IN GENERAL.—If, in any judicial or ad-
ministrative action brought by the Commission 
under the securities laws, the Commission obtains a 
monetary sanction (as defined in section 21F(a) of 
the Securities Exchange Act of 1934) against any 
person for a violation of such laws, or such person 
agrees, in settlement of any such action, to such
monetary sanction, the amount of such monetary 
sanction shall, on the motion or at the direction of 
the Commission, be added to and become part of a 
disgorgement fund or other fund established for the 
benefit of the victims of such violation. 
‘‘(2) DEFINITION
OF
VICTIM.—In this sub-
section, the term ‘victim’ has the meaning given the 
term ‘crime victim’ in section 3771(e) of title 18, 
United States Code.’’. 
(b) 
MONETARY
SANCTION
DEFINED.—Section 
21F(a)(4)(A) of the Securities Exchange Act of 1934 (15 
U.S.C. 78u–6(a)(4)(A)) is amended by striking ‘‘ordered’’ 
and inserting ‘‘required’’. 
(c) EFFECTIVE DATE.—The amendments made by 
this section apply with respect to any monetary sanction 
ordered or required to be paid before or after the date 
of enactment of this Act. 
SEC. 216. GAO REPORT ON USE OF CIVIL MONEY PENALTY 
AUTHORITY BY COMMISSION. 
(a) IN GENERAL.—Not later than 2 years after the 
date of the enactment of this Act, the Comptroller General 
of the United States shall submit to the Committee on 
Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs 
of the Senate a report on the use by the Commission of
the authority to impose or obtain civil money penalties for 
violations of the securities laws during the period begin-
ning on June 1, 2010, and ending on the date of the en-
actment of this Act. 
(b) MATTERS REQUIRED TO BE INCLUDED.—The 
matters covered by the report required by subsection (a) 
shall include the following: 
(1) The types of violations for which civil 
money penalties were imposed or obtained. 
(2) The types of persons on whom civil money 
penalties were imposed or from whom such penalties 
were obtained. 
(3) The number and dollar amount of civil 
money penalties imposed or obtained, disaggregated 
as follows: 
(A) Penalties imposed in administrative ac-
tions and penalties obtained in judicial actions. 
(B) Penalties imposed on or obtained from 
issuers (individual and aggregate filers) and 
penalties imposed on or obtained from other 
persons. 
(C) Penalties permitted to be retained for 
use by the Commission and penalties deposited 
in the general fund of the Treasury of the 
United States.
100 
(4) For penalties imposed on or obtained from 
issuers: 
(A) Whether the violations involved re-
sulted in direct economic benefit to the issuers. 
(B) The impact of the penalties on the 
shareholders of the issuers. 
(c) DEFINITIONS.—In this section, the terms ‘‘Com-
mission’’, ‘‘issuer’’, and ‘‘securities laws’’ have the mean-
ings given such terms in section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)). 
Subtitle B—FIRREA Penalties 
Modernization 
SEC. 221. INCREASE OF CIVIL AND CRIMINAL PENALTIES 
ORIGINALLY ESTABLISHED IN THE FINAN-
CIAL 
INSTITUTIONS 
REFORM, 
RECOVERY, 
AND ENFORCEMENT ACT OF 1989. 
(a) AMENDMENTS TO FIRREA.—Section 951(b) of 
the Financial Institutions Reform, Recovery, and Enforce-
ment Act of 1989 (12 U.S.C. 1833a(b)) is amended— 
(1) in paragraph (1), by striking ‘‘$1,000,000’’ 
and inserting ‘‘$1,500,000’’; and 
(2) in paragraph (2), by striking ‘‘$1,000,000 
per day or $5,000,000’’ and inserting ‘‘$1,500,000 
per day or $7,500,000’’.
101 
(b) AMENDMENTS TO THE HOME OWNERS’ LOAN 
ACT.—The Home Owners’ Loan Act (12 U.S.C. 1461 et 
seq.) is amended— 
(1) in section 5(v)(6), by striking ‘‘$1,000,000’’ 
and inserting ‘‘$1,500,000’’; and 
(2) in section 10— 
(A) in subsection (r)(3), by striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(B) in subsection (i)(1)(B), by striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 
(c) AMENDMENTS TO THE FEDERAL DEPOSIT IN-
SURANCE ACT.—The Federal Deposit Insurance Act (12 
U.S.C. 1811 et seq.) is amended— 
(1) in section 7— 
(A) in subsection (a)(1), by striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(B) in subsection (j)(16)(D), by striking 
‘‘$1,000,000’’ each place such term appears 
and inserting ‘‘$1,500,000’’; 
(2) in section 8— 
(A) in subsection (i)(2)(D), by striking 
‘‘$1,000,000’’ each place such term appears 
and inserting ‘‘$1,500,000’’; and 
(B) 
in 
subsection 
(j), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and
102 
(3) in section 19(b), by striking ‘‘$1,000,000’’ 
and inserting ‘‘$1,500,000’’. 
(d) AMENDMENTS TO THE FEDERAL CREDIT UNION 
ACT.—The Federal Credit Union Act (12 U.S.C. 1751 et 
seq.) is amended— 
(1) 
in 
section 
202(a)(3), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(2) 
in 
section 
205(d)(3), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(3) in section 206— 
(A) in subsection (k)(2)(D), by striking 
‘‘$1,000,000’’ each place such term appears 
and inserting ‘‘$1,500,000’’; and 
(B) 
in 
subsection 
(l), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’. 
(e) AMENDMENTS TO THE REVISED STATUTES OF 
THE UNITED STATES.—Title LXII of the Revised Stat-
utes of the United States is amended— 
(1) 
in 
section 
5213(c), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(2) 
in 
section 
5239(b)(4), 
by 
striking 
‘‘$1,000,000’’ each place such term appears and in-
serting ‘‘$1,500,000’’.
103 
(f) AMENDMENTS
TO
THE
FEDERAL
RESERVE 
ACT.—The Federal Reserve Act (12 U.S.C. 221 et seq.) 
is amended— 
(1) in the 6th undesignated paragraph of sec-
tion 9, by striking ‘‘$1,000,000’’ and inserting 
‘‘$1,500,000’’; 
(2) 
in 
section 
19(l)(4), 
by 
striking 
‘‘$1,000,000’’ each place such term appears and in-
serting ‘‘$1,500,000’’; and 
(3) in section 29(d), by striking ‘‘$1,000,000’’ 
each place such term appears and inserting 
‘‘$1,500,000’’. 
(g) AMENDMENTS TO THE BANK HOLDING COMPANY 
ACT AMENDMENTS OF 1970.—Section 106(b)(2)(F)(iv) of 
the Bank Holding Company Act Amendments of 1970 (12 
U.S.C. 1978(b)(2)(F)(iv)) is amended by striking 
‘‘$1,000,000’’ each place such term appears and inserting 
‘‘$1,500,000’’. 
(h) AMENDMENTS TO THE BANK HOLDING COMPANY 
ACT OF 1956.—Section 8 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1847) is amended— 
(1) 
in 
subsection 
(a)(2), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(2) 
in 
subsection 
(d)(3), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’.
104 
(i) AMENDMENTS TO TITLE 18, UNITED STATES 
CODE.—Title 18, United States Code, is amended— 
(1) in section 215(a) of chapter 11, by striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(2) in chapter 31— 
(A) 
in 
section 
656, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(B) 
in 
section 
657, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(3) in chapter 47— 
(A) 
in 
section 
1005, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(B) 
in 
section 
1006, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(C) 
in 
section 
1007, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(D) 
in 
section 
1014, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(4) in chapter 63— 
(A) 
in 
section 
1341, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; 
(B) 
in 
section 
1343, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’; and 
(C) 
in 
section 
1344, 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$1,500,000’’.
105 
TITLE 
III—DEMANDING 
AC-
COUNTABILITY FROM FINAN-
CIAL REGULATORS AND DE-
VOLVING POWER AWAY FROM 
WASHINGTON 
Subtitle A—Cost-Benefit Analyses 
SEC. 311. DEFINITIONS. 
As used in this subtitle— 
(1) the term ‘‘agency’’ means the Board of Gov-
ernors of the Federal Reserve System, the Consumer 
Law Enforcement Agency, the Commodity Futures 
Trading Commission, the Federal Deposit Insurance 
Corporation, the Federal Housing Finance Agency, 
the Office of the Comptroller of the Currency, the 
National Credit Union Administration, and the Se-
curities and Exchange Commission; 
(2) the term ‘‘chief economist’’ means— 
(A) with respect to the Board of Governors 
of the Federal Reserve System, the Director of 
the Division of Research and Statistics, or an 
employee of the agency with comparable author-
ity; 
(B) with respect to the Consumer Law En-
forcement Agency, the Head of the Office of
106 
Economic Analysis, or an employee of the agen-
cy with comparable authority; 
(C) with respect to the Commodity Fu-
tures Trading Commission, the Chief Econo-
mist, or an employee of the agency with com-
parable authority; 
(D) with respect to the Federal Deposit 
Insurance Corporation, the Director of the Divi-
sion of Insurance and Research, or an employee 
of the agency with comparable authority; 
(E) with respect to the Federal Housing 
Finance Agency, the Chief Economist, or an 
employee of the agency with comparable author-
ity; 
(F) with respect to the Office of the Comp-
troller of the Currency, the Director for Policy 
Analysis, or an employee of the agency with 
comparable authority; 
(G) with respect to the National Credit 
Union Administration, the Chief Economist, or 
an employee of the agency with comparable au-
thority; and 
(H) with respect to the Securities and Ex-
change Commission, the Director of the Divi-
107 
sion of Economic and Risk Analysis, or an em-
ployee of the agency with comparable authority; 
(3) the term ‘‘Council’’ means the Chief Econo-
mists Council established under section 318; and 
(4) the term ‘‘regulation’’— 
(A) means an agency statement of general 
applicability and future effect that is designed 
to implement, interpret, or prescribe law or pol-
icy or to describe the procedure or practice re-
quirements of an agency, including rules, orders 
of general applicability, interpretive releases, 
and other statements of general applicability 
that the agency intends to have the force and 
effect of law; and 
(B) does not include— 
(i) a regulation issued in accordance 
with the formal rulemaking provisions of 
section 556 or 557 of title 5, United States 
Code; 
(ii) a regulation that is limited to 
agency organization, management, or per-
sonnel matters; 
(iii) a regulation promulgated pursu-
ant to statutory authority that expressly 
prohibits compliance with this provision;
108 
(iv) a regulation that is certified by 
the agency to be an emergency action, if 
such certification is published in the Fed-
eral Register; 
(v) a regulation that is promulgated 
by the Board of Governors of the Federal 
Reserve System or the Federal Open Mar-
ket Committee under section 10A, 10B, 
13, 13A, or 19 of the Federal Reserve Act, 
or any of subsections (a) through (f) of 
section 14 of that Act; 
(vi) a regulation filed with the Securi-
ties and Exchange Commission by the 
Public Company Accounting Oversight 
Board, the Municipal Securities Rule-
making Board, or any national securities 
association registered under section 15A of 
the Securities Exchange Act of 1934 (15 
U.S.C. 78o–3(a)) for which the board or 
association has itself conducted the cost- 
benefit analysis and otherwise complied 
with the requirements of section 312; or 
(vii) a regulation filed with the Securi-
ties and Exchange Commission by a na-
tional 
securities 
association 
registered
109 
under section 15A(k) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78o–3(k)). 
SEC. 312. REQUIRED REGULATORY ANALYSIS. 
(a) REQUIREMENTS
FOR NOTICES
OF PROPOSED 
RULEMAKING.—An agency may not issue a notice of pro-
posed rulemaking unless the agency includes in the notice 
of proposed rulemaking an analysis that contains, at a 
minimum, with respect to each regulation that is being 
proposed— 
(1) an identification of the need for the regula-
tion and the regulatory objective, including identi-
fication of the nature and significance of the market 
failure, regulatory failure, or other problem that ne-
cessitates the regulation; 
(2) an explanation of why the private market or 
State, local, or tribal authorities cannot adequately 
address the identified market failure or other prob-
lem; 
(3) an analysis of the adverse impacts to regu-
lated entities, other market participants, economic 
activity, or agency effectiveness that are engendered 
by the regulation and the magnitude of such adverse 
impacts; 
(4) a quantitative and qualitative assessment of 
all anticipated direct and indirect costs and benefits
110 
of the regulation (as compared to a benchmark that 
assumes the absence of the regulation), including— 
(A) compliance costs; 
(B) effects on economic activity, net job 
creation (excluding jobs related to ensuring 
compliance with the regulation), efficiency, com-
petition, and capital formation; 
(C) regulatory administrative costs; and 
(D) costs imposed by the regulation on 
State, local, or tribal governments or other reg-
ulatory authorities; 
(5) if quantified benefits do not outweigh quan-
titative costs, a justification for the regulation; 
(6) an identification and assessment of all avail-
able alternatives to the regulation, including modi-
fication of an existing regulation or statute, together 
with— 
(A) an explanation of why the regulation 
meets the objectives of the regulation more ef-
fectively than the alternatives, and if the agency 
is proposing multiple alternatives, an expla-
nation of why a notice of proposed rulemaking, 
rather than an advanced notice of proposed 
rulemaking, is appropriate; and
111 
(B) if the regulation is not a pilot pro-
gram, an explanation of why a pilot program is 
not appropriate; 
(7) if the regulation specifies the behavior or 
manner of compliance, an explanation of why the 
agency did not instead specify performance objec-
tives; 
(8) an assessment of how the burden imposed 
by the regulation will be distributed among market 
participants, including whether consumers, investors, 
small businesses, or independent financial firms and 
advisors will be disproportionately burdened; 
(9) an assessment of the extent to which the 
regulation is inconsistent, incompatible, or duplica-
tive with the existing regulations of the agency or 
those of other domestic and international regulatory 
authorities with overlapping jurisdiction; 
(10) a description of any studies, surveys, or 
other data relied upon in preparing the analysis; 
(11) an assessment of the degree to which the 
key assumptions underlying the analysis are subject 
to uncertainty; and 
(12) an explanation of predicted changes in 
market structure and infrastructure and in behavior 
by market participants, including consumers and in-
112 
vestors, assuming that they will pursue their eco-
nomic interests. 
(b) REQUIREMENTS FOR NOTICES OF FINAL RULE-
MAKING.— 
(1) IN GENERAL.—Notwithstanding any other 
provision of law, an agency may not issue a notice 
of final rulemaking with respect to a regulation un-
less the agency— 
(A) has issued a notice of proposed rule-
making for the relevant regulation; 
(B) has conducted and includes in the no-
tice of final rulemaking an analysis that con-
tains, at a minimum, the elements required 
under subsection (a); and 
(C) includes in the notice of final rule-
making regulatory impact metrics selected by 
the chief economist to be used in preparing the 
report required pursuant to section 315. 
(2) 
CONSIDERATION
OF
COMMENTS.—The 
agency shall incorporate in the elements described in 
paragraph (1)(B) the data and analyses provided to 
the agency by commenters during the comment pe-
riod, or explain why the data or analyses are not 
being incorporated.
113 
(3) COMMENT PERIOD.—An agency shall not 
publish a notice of final rulemaking with respect to 
a regulation, unless the agency— 
(A) has allowed at least 90 days from the 
date of publication in the Federal Register of 
the notice of proposed rulemaking for the sub-
mission of public comments; or 
(B) includes in the notice of final rule-
making an explanation of why the agency was 
not able to provide a 90-day comment period. 
(4) PROHIBITED RULES.— 
(A) IN
GENERAL.—An agency may not 
publish a notice of final rulemaking if the agen-
cy, in its analysis under paragraph (1)(B), de-
termines that the quantified costs are greater 
than the quantified benefits under subsection 
(a)(5). 
(B) PUBLICATION
OF
ANALYSIS.—If the 
agency is precluded by subparagraph (A) from 
publishing a notice of final rulemaking, the 
agency shall publish in the Federal Register 
and on the public website of the agency its 
analysis under paragraph (1)(B), and provide 
the analysis to each House of Congress.
114 
(C) 
CONGRESSIONAL
WAIVER.—If 
the 
agency is precluded by subparagraph (A) from 
publishing a notice of final rulemaking, Con-
gress, by joint resolution pursuant to the proce-
dures set forth for joint resolutions in section 
802 of title 5, United States Code, may direct 
the agency to publish a notice of final rule-
making notwithstanding the prohibition con-
tained in subparagraph (A). In applying section 
802 of title 5, United States Code, for purposes 
of this paragraph, section 802(e)(2) shall not 
apply and the terms— 
(i) ‘‘joint resolution’’ or ‘‘joint resolu-
tion described in subsection (a)’’ means 
only a joint resolution introduced during 
the period beginning on the submission or 
publication date and ending 60 days there-
after (excluding days either House of Con-
gress is adjourned for more than 3 days 
during a session of Congress), the matter 
after the resolving clause of which is as fol-
lows: ‘‘That Congress directs, notwith-
standing the prohibition contained in sec-
tion 
312(b)(4)(A) 
of 
the 
Financial 
CHOICE Act of 2017, the ll to publish
115 
the notice of final rulemaking for the regu-
lation or regulations that were the subject 
of the analysis submitted by the ll to 
Congress on ll.’’ (The blank spaces 
being appropriately filled in.); and 
(ii) ‘‘submission or publication date’’ 
means— 
(I) the date on which the analysis 
under paragraph (1)(B) is submitted 
to Congress under paragraph (4)(B); 
or 
(II) if the analysis is submitted 
to Congress less than 60 session days 
or 60 legislative days before the date 
on which the Congress adjourns a ses-
sion of Congress, the date on which 
the same or succeeding Congress first 
convenes its next session. 
SEC. 313. RULE OF CONSTRUCTION. 
Provided that an agency has first issued an advanced 
notice of proposed rulemaking in connection with a regula-
tion, the agency is not required to comply with section 
3506(c)(2) of title 44, United States Code, with respect 
to any information collection request—
116 
(1) that identifies the advanced notice of pro-
posed rulemaking in such request; 
(2) that informs the person from whom the in-
formation is obtained or solicited that the provision 
of such information is voluntary; 
(3) that is necessary to comply with section 
312; and 
(4) with respect to which the information col-
lected will not be used for purposes other than com-
pliance with this title. 
SEC. 314. PUBLIC AVAILABILITY OF DATA AND REGU-
LATORY ANALYSIS. 
(a) IN GENERAL.—At or before the commencement 
of the public comment period with respect to a regulation, 
the agency shall make available on its public website suffi-
cient information about the data, methodologies, and as-
sumptions underlying the analyses performed pursuant to 
section 312 so that the analytical results of the agency 
are capable of being substantially reproduced, subject to 
an acceptable degree of imprecision or error. 
(b) CONFIDENTIALITY.—The agency shall comply 
with subsection (a) in a manner that preserves the non-
public nature of confidential information, including con-
fidential trade secrets, confidential commercial or financial
117 
information, and confidential information about positions, 
transactions, or business practices. 
SEC. 315. FIVE-YEAR REGULATORY IMPACT ANALYSIS. 
(a) IN GENERAL.—Not later than 5 years after the 
date of publication in the Federal Register of a notice of 
final rulemaking, the chief economist of the agency shall 
issue a report that examines the economic impact of the 
subject regulation, including the direct and indirect costs 
and benefits of the regulation. 
(b) REGULATORY IMPACT METRICS.—In preparing 
the report required by subsection (a), the chief economist 
shall employ the regulatory impact metrics included in the 
notice 
of 
final 
rulemaking 
pursuant 
to 
section 
312(b)(1)(C). 
(c) REPRODUCIBILITY.—The report shall include the 
data, methodologies, and assumptions underlying the eval-
uation so that the agency’s analytical results are capable 
of being substantially reproduced, subject to an acceptable 
degree of imprecision or error. 
(d) CONFIDENTIALITY.—The agency shall comply 
with subsection (c) in a manner that preserves the non-
public nature of confidential information, including con-
fidential trade secrets, confidential commercial or financial 
information, and confidential information about positions, 
transactions, or business practices.
118 
(e) REPORT.—The agency shall submit the report re-
quired by subsection (a) 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 and post it on the public website of the agency. Not-
withstanding the previous sentence, the Commodity Fu-
tures Trading Commission shall only submit its report to 
the Committee on Agriculture, Nutrition, and Forestry of 
the Senate and the Committee on Agriculture of the 
House of Representatives. 
SEC. 316. RETROSPECTIVE REVIEW OF EXISTING RULES. 
(a) REGULATORY IMPROVEMENT PLAN.—Not later 
than 1 year after the date of enactment of this Act and 
every 5 years thereafter, each agency shall develop, submit 
to the Committee on Banking, Housing, and Urban Af-
fairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives, and post on the pub-
lic website of the agency a plan, consistent with law and 
its resources and regulatory priorities, under which the 
agency will modify, streamline, expand, or repeal existing 
regulations so as to make the regulatory program of the 
agency more effective or less burdensome in achieving the 
regulatory objectives. Notwithstanding the previous sen-
tence, the Commodity Futures Trading Commission shall 
only submit its plan to the Committee on Agriculture, Nu-
119 
trition, and Forestry of the Senate and the Committee on 
Agriculture of the House of Representatives. 
(b) IMPLEMENTATION
PROGRESS
REPORT.—Two 
years after the date of submission of each plan required 
under subsection (a), each agency shall develop, submit 
to the Committee on Banking, Housing, and Urban Af-
fairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives, and post on the pub-
lic website of the agency a report of the steps that it has 
taken to implement the plan, steps that remain to be taken 
to implement the plan, and, if any parts of the plan will 
not be implemented, reasons for not implementing those 
parts of the plan. Notwithstanding the previous sentence, 
the Commodity Futures Trading Commission shall only 
submit its plan to the Committee on Agriculture, Nutri-
tion, and Forestry of the Senate and the Committee on 
Agriculture of the House of Representatives. 
SEC. 317. JUDICIAL REVIEW. 
(a) IN GENERAL.—Notwithstanding any other provi-
sion of law, during the period beginning on the date on 
which a notice of final rulemaking for a regulation is pub-
lished in the Federal Register and ending 1 year later, 
a person that is adversely affected or aggrieved by the reg-
ulation is entitled to bring an action in the United States 
Court of Appeals for the District of Columbia Circuit for
120 
judicial review of agency compliance with the requirements 
of section 312. 
(b) STAY.—The court may stay the effective date of 
the regulation or any provision thereof. 
(c) RELIEF.—If the court finds that an agency has 
not complied with the requirements of section 312, the 
court shall vacate the subject regulation, unless the agency 
shows by clear and convincing evidence that vacating the 
regulation would result in irreparable harm. Nothing in 
this section affects other limitations on judicial review or 
the power or duty of the court to dismiss any action or 
deny relief on any other appropriate legal or equitable 
ground. 
SEC. 318. CHIEF ECONOMISTS COUNCIL. 
(a) ESTABLISHMENT.—There is established the Chief 
Economists Council. 
(b) MEMBERSHIP.—The Council shall consist of the 
chief economist of each agency. The members of the Coun-
cil shall select the first chairperson of the Council. There-
after the position of Chairperson shall rotate annually 
among the members of the Council. 
(c) MEETINGS.—The Council shall meet at the call 
of the Chairperson, but not less frequently than quarterly. 
(d) REPORT.—One year after the effective date of 
this Act and annually thereafter, the Council shall prepare
121 
and submit to the Committee on Banking, Housing, and 
Urban Affairs and the Committee on Agriculture, Nutri-
tion, and Forestry of the Senate and the Committee on 
Financial Services and the Committee on Agriculture of 
the House of Representatives, and make publicly available 
on the Council’s website, a report on— 
(1) the benefits and costs of regulations adopt-
ed by the agencies during the past 12 months; 
(2) the regulatory actions planned by the agen-
cies for the upcoming 12 months; 
(3) the cumulative effect of the existing regula-
tions of the agencies on economic activity, innova-
tion, international competitiveness of entities regu-
lated by the agencies, and net job creation (exclud-
ing jobs related to ensuring compliance with the reg-
ulation); 
(4) the training and qualifications of the per-
sons who prepared the cost-benefit analyses of each 
agency during the past 12 months; 
(5) the sufficiency of the resources available to 
the chief economists during the past 12 months for 
the conduct of the activities required by this subtitle; 
and
122 
(6) recommendations for legislative or regu-
latory action to enhance the efficiency and effective-
ness of financial regulation in the United States. 
SEC. 319. CONFORMING AMENDMENTS. 
Section 15(a) of the Commodity Exchange Act (7 
U.S.C. 19(a)) is amended— 
(1) by striking paragraph (1); 
(2) in paragraph (2), by striking ‘‘(2)’’ and all 
that follows through ‘‘light of—’’ and inserting the 
following: 
‘‘(1) CONSIDERATIONS.—Before promulgating a 
regulation under this chapter or issuing an order 
(except as provided in paragraph (2)), the Commis-
sion shall take into consideration—’’; 
(3) in paragraph (1), as so redesignated— 
(A) in subparagraph (B), by striking ‘‘fu-
tures’’ and inserting ‘‘the relevant’’; 
(B) in subparagraph (C), by adding ‘‘and’’ 
at the end; 
(C) in subparagraph (D), by striking ‘‘; 
and’’ and inserting a period; and 
(D) by striking subparagraph (E); and 
(4) by redesignating paragraph (3) as para-
graph (2).
123 
SEC. 320. OTHER REGULATORY ENTITIES. 
Not later than 1 year after the date of enactment 
of this Act, the Securities and Exchange Commission shall 
provide to the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on Finan-
cial Services of the House of Representatives, and make 
publicly available on the Commission’s website a report 
setting forth a plan for subjecting the Public Company 
Accounting Oversight Board, the Municipal Securities 
Rulemaking Board, and any national securities association 
registered under section 15A of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o–4(a)), other than subsection 
(k) of such section 15A, to the requirements of this sub-
title, other than direct representation on the Council. 
SEC. 321. AVOIDANCE OF DUPLICATIVE OR UNNECESSARY 
ANALYSES. 
An agency may perform the analyses required by this 
subtitle in conjunction with, or as a part of, any other 
agenda or analysis required by any other provision of law, 
if such other analysis satisfies the provisions of this sub-
title.
124 
Subtitle B—Congressional Review 
of 
Federal 
Financial 
Agency 
Rulemaking 
SEC. 331. CONGRESSIONAL REVIEW. 
(a)(1)(A) Before a rule may take effect, an agency 
shall publish in the Federal Register a list of information 
on which the rule is based, including data, scientific and 
economic studies, and cost-benefit analyses, and identify 
how the public can access such information online, and 
shall submit to each House of the Congress and to the 
Comptroller General a report containing— 
(i) a copy of the rule; 
(ii) a concise general statement relating to the 
rule; 
(iii) a classification of the rule as a major or 
nonmajor rule, including an explanation of the clas-
sification specifically addressing each criteria for a 
major rule contained within subparagraphs (A) 
through (C) of section 334(2); 
(iv) a list of any other related regulatory ac-
tions intended to implement the same statutory pro-
vision or regulatory objective as well as the indi-
vidual and aggregate economic effects of those ac-
tions; and 
(v) the proposed effective date of the rule.
125 
(B) On the date of the submission of the report under 
subparagraph (A), the agency shall submit to the Comp-
troller General and make available to each House of Con-
gress— 
(i) a complete copy of the cost-benefit analysis 
of the rule, if any, including an analysis of any jobs 
added or lost, differentiating between public and pri-
vate sector jobs; 
(ii) the agency’s actions pursuant to sections 
603, 604, 605, 607, and 609 of title 5, United 
States Code; 
(iii) the agency’s actions pursuant to sections 
202, 203, 204, and 205 of the Unfunded Mandates 
Reform Act of 1995 and subtitle G; and 
(iv) any other relevant information or require-
ments under any other Act and any relevant Execu-
tive orders. 
(C) Upon receipt of a report submitted under sub-
paragraph (A), each House shall provide copies of the re-
port to the chairman and ranking member of each stand-
ing committee with jurisdiction under the rules of the 
House of Representatives or the Senate to report a bill 
to amend the provision of law under which the rule is 
issued.
126 
(2)(A) The Comptroller General shall provide a re-
port on each major rule to the committees of jurisdiction 
by the end of 15 calendar days after the submission or 
publication date. The report of the Comptroller General 
shall include an assessment of the agency’s compliance 
with procedural steps required by paragraph (1)(B) and 
an assessment of whether the major rule imposes any new 
limits or mandates on private-sector activity. 
(B) Agencies shall cooperate with the Comptroller 
General by providing information relevant to the Comp-
troller General’s report under subparagraph (A). 
(3) A major rule relating to a report submitted under 
paragraph (1) shall take effect upon enactment of a joint 
resolution of approval described in section 332 or as pro-
vided for in the rule following enactment of a joint resolu-
tion of approval described in section 332, whichever is 
later. 
(4) A nonmajor rule shall take effect as provided by 
section 333 after submission to Congress under paragraph 
(1). 
(5) If a joint resolution of approval relating to a 
major rule is not enacted within the period provided in 
subsection (b)(2), then a joint resolution of approval relat-
ing to the same rule may not be considered under this
127 
subtitle in the same Congress by either the House of Rep-
resentatives or the Senate. 
(b)(1) A major rule shall not take effect unless the 
Congress enacts a joint resolution of approval described 
under section 332. 
(2) If a joint resolution described in subsection (a) 
is not enacted into law by the end of 70 session days or 
legislative days, as applicable, beginning on the date on 
which the report referred to in subsection (a)(1)(A) is re-
ceived by Congress (excluding days either House of Con-
gress is adjourned for more than 3 days during a session 
of Congress), then the rule described in that resolution 
shall be deemed not to be approved and such rule shall 
not take effect. 
(c)(1) Notwithstanding any other provision of this 
section (except subject to paragraph (3)), a major rule 
may take effect for one 90-calendar-day period if the 
President makes a determination under paragraph (2) and 
submits written notice of such determination to the Con-
gress. 
(2) Paragraph (1) applies to a determination made 
by the President by Executive order that the major rule 
should take effect because such rule is— 
(A) necessary because of an imminent threat to 
health or safety or other emergency;
128 
(B) necessary for the enforcement of criminal 
laws; 
(C) necessary for national security; or 
(D) issued pursuant to any statute imple-
menting an international trade agreement. 
(3) An exercise by the President of the authority 
under this subsection shall have no effect on the proce-
dures under section 332. 
(d)(1) In addition to the opportunity for review other-
wise provided under this subtitle, in the case of any rule 
for which a report was submitted in accordance with sub-
section (a)(1)(A) during the period beginning on the date 
occurring— 
(A) in the case of the Senate, 60 session days; 
or 
(B) in the case of the House of Representatives, 
60 legislative days, 
before the date the Congress is scheduled to adjourn a 
session of Congress through the date on which the same 
or succeeding Congress first convenes its next session, sec-
tions 332 and 333 shall apply to such rule in the suc-
ceeding session of Congress. 
(2)(A) In applying sections 332 and 333 for purposes 
of such additional review, a rule described under para-
graph (1) shall be treated as though—
129 
(i) such rule were published in the Federal Reg-
ister on— 
(I) in the case of the Senate, the 15th ses-
sion day; or 
(II) in the case of the House of Represent-
atives, the 15th legislative day, 
after the succeeding session of Congress first con-
venes; and 
(ii) a report on such rule were submitted to 
Congress under subsection (a)(1) on such date. 
(B) Nothing in this paragraph shall be construed to 
affect the requirement under subsection (a)(1) that a re-
port shall be submitted to Congress before a rule can take 
effect. 
(3) A rule described under paragraph (1) shall take 
effect as otherwise provided by law (including other sub-
sections of this section). 
SEC. 332. CONGRESSIONAL APPROVAL PROCEDURE FOR 
MAJOR RULES. 
(a)(1) For purposes of this section, the term ‘‘joint 
resolution’’ means only a joint resolution addressing a re-
port classifying a rule as major pursuant to section 
331(a)(1)(A)(iii) that— 
(A) bears no preamble;
130 
(B) bears the following title (with blanks filled 
as appropriate): ‘‘Approving the rule submitted by 
lll relating to lll.’’; 
(C) includes after its resolving clause only the 
following (with blanks filled as appropriate): ‘‘That 
Congress approves the rule submitted by lll re-
lating to lll.’’; and 
(D) is introduced pursuant to paragraph (2). 
(2) After a House of Congress receives a report 
classifying a rule as major pursuant to section 
331(a)(1)(A)(iii), the majority leader of that House (or 
his or her respective designee) shall introduce (by request, 
if appropriate) a joint resolution described in paragraph 
(1)— 
(A) in the case of the House of Representatives, 
within 3 legislative days; and 
(B) in the case of the Senate, within 3 session 
days. 
(3) A joint resolution described in paragraph (1) shall 
not be subject to amendment at any stage of proceeding. 
(b) A joint resolution described in subsection (a) shall 
be referred in each House of Congress to the committees 
having jurisdiction over the provision of law under which 
the rule is issued.
131 
(c) In the Senate, if the committee or committees to 
which a joint resolution described in subsection (a) has 
been referred have not reported it at the end of 15 session 
days after its introduction, such committee or committees 
shall be automatically discharged from further consider-
ation of the resolution and it shall be placed on the cal-
endar. A vote on final passage of the resolution shall be 
taken on or before the close of the 15th session day after 
the resolution is reported by the committee or committees 
to which it was referred, or after such committee or com-
mittees have been discharged from further consideration 
of the resolution. 
(d)(1) In the Senate, when the committee or commit-
tees to which a joint resolution is referred have reported, 
or when a committee or committees are discharged (under 
subsection (c)) from further consideration of a joint reso-
lution described in subsection (a), it is at any time there-
after in order (even though a previous motion to the same 
effect has been disagreed to) for a motion to proceed to 
the consideration of the joint resolution, and all points of 
order against the joint resolution (and against consider-
ation of the joint resolution) are waived. The motion is 
not subject to amendment, or to a motion to postpone, 
or to a motion to proceed to the consideration of other 
business. A motion to reconsider the vote by which the
132 
motion is agreed to or disagreed to shall not be in order. 
If a motion to proceed to the consideration of the joint 
resolution is agreed to, the joint resolution shall remain 
the unfinished business of the Senate until disposed of. 
(2) In the Senate, debate on the joint resolution, and 
on all debatable motions and appeals in connection there-
with, shall be limited to not more than 2 hours, which 
shall be divided equally between those favoring and those 
opposing the joint resolution. A motion to further limit 
debate is in order and not debatable. An amendment to, 
or a motion to postpone, or a motion to proceed to the 
consideration of other business, or a motion to recommit 
the joint resolution is not in order. 
(3) In the Senate, immediately following the conclu-
sion of the debate on a joint resolution described in sub-
section (a), and a single quorum call at the conclusion of 
the debate if requested in accordance with the rules of the 
Senate, the vote on final passage of the joint resolution 
shall occur. 
(4) Appeals from the decisions of the Chair relating 
to the application of the rules of the Senate to the proce-
dure relating to a joint resolution described in subsection 
(a) shall be decided without debate. 
(e) In the House of Representatives, if any committee 
to which a joint resolution described in subsection (a) has
133 
been referred has not reported it to the House at the end 
of 15 legislative days after its introduction, such com-
mittee shall be discharged from further consideration of 
the joint resolution, and it shall be placed on the appro-
priate calendar. On the second and fourth Thursdays of 
each month it shall be in order at any time for the Speaker 
to recognize a Member who favors passage of a joint reso-
lution that has appeared on the calendar for at least 5 
legislative days to call up that joint resolution for imme-
diate consideration in the House without intervention of 
any point of order. When so called up a joint resolution 
shall be considered as read and shall be debatable for 1 
hour equally divided and controlled by the proponent and 
an opponent, and the previous question shall be considered 
as ordered to its passage without intervening motion. It 
shall not be in order to reconsider the vote on passage. 
If a vote on final passage of the joint resolution has not 
been taken by the third Thursday on which the Speaker 
may recognize a Member under this subsection, such vote 
shall be taken on that day. 
(f)(1) If, before passing a joint resolution described 
in subsection (a), one House receives from the other a 
joint resolution having the same text, then— 
(A) the joint resolution of the other House shall 
not be referred to a committee; and
134 
(B) the procedure in the receiving House shall 
be the same as if no joint resolution had been re-
ceived from the other House until the vote on pas-
sage, when the joint resolution received from the 
other House shall supplant the joint resolution of 
the receiving House. 
(2) This subsection shall not apply to the House of 
Representatives if the joint resolution received from the 
Senate is a revenue measure. 
(g) If either House has not taken a vote on final pas-
sage of the joint resolution by the last day of the period 
described in section 331(b)(2), then such vote shall be 
taken on that day. 
(h) This section and section 333 are enacted by Con-
gress— 
(1) as an exercise of the rulemaking power of 
the Senate and House of Representatives, respec-
tively, and as such is deemed to be part of the rules 
of each House, respectively, but applicable only with 
respect to the procedure to be followed in that 
House in the case of a joint resolution described in 
subsection (a) and superseding other rules only 
where explicitly so; and 
(2) with full recognition of the Constitutional 
right of either House to change the rules (so far as
135 
they relate to the procedure of that House) at any 
time, in the same manner and to the same extent as 
in the case of any other rule of that House. 
SEC. 333. CONGRESSIONAL DISAPPROVAL PROCEDURE FOR 
NONMAJOR RULES. 
(a) For purposes of this section, the term ‘‘joint reso-
lution’’ means only a joint resolution introduced in the pe-
riod beginning on the date on which the report referred 
to in section 331(a)(1)(A) is received by Congress and 
ending 60 days thereafter (excluding days either House 
of Congress is adjourned for more than 3 days during a 
session of Congress), the matter after the resolving clause 
of which is as follows: ‘‘That Congress disapproves the 
nonmajor rule submitted by the lll relating to 
lll, and such rule shall have no force or effect.’’ (The 
blank spaces being appropriately filled in). 
(b) A joint resolution described in subsection (a) shall 
be referred to the committees in each House of Congress 
with jurisdiction. 
(c) In the Senate, if the committee to which is re-
ferred a joint resolution described in subsection (a) has 
not reported such joint resolution (or an identical joint 
resolution) at the end of 15 session days after the date 
of introduction of the joint resolution, such committee may 
be discharged from further consideration of such joint res-
136 
olution upon a petition supported in writing by 30 Mem-
bers of the Senate, and such joint resolution shall be 
placed on the calendar. 
(d)(1) In the Senate, when the committee to which 
a joint resolution is referred has reported, or when a com-
mittee is discharged (under subsection (c)) from further 
consideration of a joint resolution described in subsection 
(a), it is at any time thereafter in order (even though a 
previous motion to the same effect has been disagreed to) 
for a motion to proceed to the consideration of the joint 
resolution, and all points of order against the joint resolu-
tion (and against consideration of the joint resolution) are 
waived. The motion is not subject to amendment, or to 
a motion to postpone, or to a motion to proceed to the 
consideration of other business. A motion to reconsider the 
vote by which the motion is agreed to or disagreed to shall 
not be in order. If a motion to proceed to the consideration 
of the joint resolution is agreed to, the joint resolution 
shall remain the unfinished business of the Senate until 
disposed of. 
(2) In the Senate, debate on the joint resolution, and 
on all debatable motions and appeals in connection there-
with, shall be limited to not more than 10 hours, which 
shall be divided equally between those favoring and those 
opposing the joint resolution. A motion to further limit
137 
debate is in order and not debatable. An amendment to, 
or a motion to postpone, or a motion to proceed to the 
consideration of other business, or a motion to recommit 
the joint resolution is not in order. 
(3) In the Senate, immediately following the conclu-
sion of the debate on a joint resolution described in sub-
section (a), and a single quorum call at the conclusion of 
the debate if requested in accordance with the rules of the 
Senate, the vote on final passage of the joint resolution 
shall occur. 
(4) Appeals from the decisions of the Chair relating 
to the application of the rules of the Senate to the proce-
dure relating to a joint resolution described in subsection 
(a) shall be decided without debate. 
(e) In the Senate, the procedure specified in sub-
section (c) or (d) shall not apply to the consideration of 
a joint resolution respecting a nonmajor rule— 
(1) after the expiration of the 60 session days 
beginning with the applicable submission or publica-
tion date; or 
(2) if the report under section 331(a)(1)(A) was 
submitted during the period referred to in section 
331(d)(1), after the expiration of the 60 session 
days beginning on the 15th session day after the 
succeeding session of Congress first convenes.
138 
(f) If, before the passage by one House of a joint res-
olution of that House described in subsection (a), that 
House receives from the other House a joint resolution 
described in subsection (a), then the following procedures 
shall apply: 
(1) The joint resolution of the other House 
shall not be referred to a committee. 
(2) With respect to a joint resolution described 
in subsection (a) of the House receiving the joint 
resolution— 
(A) the procedure in that House shall be 
the same as if no joint resolution had been re-
ceived from the other House; but 
(B) the vote on final passage shall be on 
the joint resolution of the other House. 
SEC. 334. DEFINITIONS. 
For purposes of this subtitle: 
(1) The term ‘‘agency’’ has the meaning given 
such term under section 311. 
(2) The term ‘‘major rule’’ means any rule, in-
cluding an interim final rule, that the Administrator 
of the Office of Information and Regulatory Affairs 
of the Office of Management and Budget finds has 
resulted in or is likely to result in—
139 
(A) an annual cost on the economy of 
$100,000,000 or more, adjusted annually for 
inflation; 
(B) a major increase in costs or prices for 
consumers, 
individual 
industries, 
Federal, 
State, or local government agencies, or geo-
graphic regions; or 
(C) significant adverse effects on competi-
tion, employment, investment, productivity, in-
novation, or on the ability of United States- 
based enterprises to compete with foreign-based 
enterprises in domestic and export markets. 
(3) The term ‘‘nonmajor rule’’ means any rule 
that is not a major rule. 
(4) The term ‘‘rule’’ has the meaning given 
such term in section 551 of title 5, United States 
Code, except that such term does not include— 
(A) any rule of particular applicability, in-
cluding a rule that approves or prescribes for 
the future rates, wages, prices, services, or al-
lowances therefore, corporate or financial struc-
tures, reorganizations, mergers, or acquisitions 
thereof, or accounting practices or disclosures 
bearing on any of the foregoing;
140 
(B) any rule relating to agency manage-
ment or personnel; or 
(C) any rule of agency organization, proce-
dure, or practice that does not substantially af-
fect the rights or obligations of non-agency par-
ties. 
(5) The term ‘‘submission date or publication 
date’’, except as otherwise provided in this subtitle, 
means— 
(A) in the case of a major rule, the date 
on which the Congress receives the report sub-
mitted under section 331(a)(1)(A); and 
(B) in the case of a nonmajor rule, the 
later of— 
(i) the date on which the Congress re-
ceives the report submitted under section 
331(a)(1)(A); and 
(ii) the date on which the nonmajor 
rule is published in the Federal Register, if 
so published. 
SEC. 335. JUDICIAL REVIEW. 
(a) No determination, finding, action, or omission 
under this subtitle shall be subject to judicial review. 
(b) Notwithstanding subsection (a), a court may de-
termine whether a Federal financial agency has completed
141 
the necessary requirements under this subtitle for a rule 
to take effect. 
(c) The enactment of a joint resolution of approval 
under section 332 shall not be interpreted to serve as a 
grant or modification of statutory authority by Congress 
for the promulgation of a rule, shall not extinguish or af-
fect any claim, whether substantive or procedural, against 
any alleged defect in a rule, and shall not form part of 
the record before the court in any judicial proceeding con-
cerning a rule except for purposes of determining whether 
or not the rule is in effect. 
SEC. 336. EFFECTIVE DATE OF CERTAIN RULES. 
Notwithstanding section 331— 
(1) any rule that establishes, modifies, opens, 
closes, or conducts a regulatory program for a com-
mercial, recreational, or subsistence activity related 
to hunting, fishing, or camping, or 
(2) any rule other than a major rule which the 
Federal financial agency for good cause finds (and 
incorporates the finding and a brief statement of 
reasons therefore in the rule issued) that notice and 
public procedure thereon are impracticable, unneces-
sary, or contrary to the public interest, 
shall take effect at such time as the Federal financial 
agency promulgating the rule determines.
142 
SEC. 337. BUDGETARY EFFECTS OF RULES SUBJECT TO 
SECTION 332 OF THE FINANCIAL CHOICE ACT 
OF 2017. 
Section 257(b)(2) of the Balanced Budget and Emer-
gency Deficit Control Act of 1985 is amended by adding 
at the end the following new subparagraph: 
‘‘(E) BUDGETARY EFFECTS OF RULES SUBJECT 
TO SECTION 332 OF THE FINANCIAL CHOICE ACT OF 
2017.—Any rules subject to the congressional ap-
proval procedure set forth in section 332 of the Fi-
nancial CHOICE Act of 2017 affecting budget au-
thority, outlays, or receipts shall be assumed to be 
effective unless it is not approved in accordance with 
such section.’’. 
SEC. 338. NONAPPLICABILITY TO MONETARY POLICY. 
Nothing in this subtitle shall apply to rules that con-
cern monetary policy proposed or implemented by the 
Board of Governors of the Federal Reserve System or the 
Federal Open Market Committee. 
Subtitle C—Judicial Review of 
Agency Actions 
SEC. 341. SCOPE OF JUDICIAL REVIEW OF AGENCY AC-
TIONS. 
(a) IN GENERAL.—Notwithstanding any other provi-
sion of law, in any judicial review of an agency action pur-
suant to chapter 7 of title 5, United States Code, to the
143 
extent necessary to decision and when presented, the re-
viewing court shall determine the meaning or applicability 
of the terms of an agency action and decide de novo all 
relevant questions of law, including the interpretation of 
constitutional and statutory provisions, and rules made by 
an agency. If the reviewing court determines that a statu-
tory or regulatory provision relevant to its decision con-
tains a gap or ambiguity, the court shall not interpret that 
gap or ambiguity as an implicit delegation to the agency 
of legislative rule making authority and shall not rely on 
such gap or ambiguity as a justification either for inter-
preting agency authority expansively or for deferring to 
the agency’s interpretation on the question of law. Not-
withstanding any other provision of law, this section shall 
apply in any action for judicial review of agency action 
authorized under any provision of law. No law may exempt 
any such civil action from the application of this section 
except by specific reference to this section. 
(b) AGENCY DEFINED.—For purposes of this section, 
the term ‘‘agency’’ has the meaning given such term under 
section 311. 
(c) EFFECTIVE DATE.—Subsection (a) shall take ef-
fect after the end of the 2-year period beginning on the 
date of the enactment of this Act.
144 
Subtitle D—Leadership of 
Financial Regulators 
SEC. 351. FEDERAL DEPOSIT INSURANCE CORPORATION. 
Section 2 of the Federal Deposit Insurance Act (12 
U.S.C. 1812) is amended— 
(1) in subsection (a)(1), by striking ‘‘5 mem-
bers’’ and all that follows through ‘‘3 of whom’’ and 
inserting the following: ‘‘5 members, who’’; 
(2) by amending subsection (d) to read as fol-
lows: 
‘‘(d) VACANCY.—Any vacancy on the Board of Direc-
tors shall be filled in the manner in which the original 
appointment was made.’’; and 
(3) in subsection (f)— 
(A) by striking paragraph (2); and 
(B) by redesignating paragraph (3) as 
paragraph (2). 
SEC. 352. FEDERAL HOUSING FINANCE AGENCY. 
Section 1312(b)(2) of the Federal Housing Enter-
prises Financial Safety and Soundness Act of 1992 (12 
U.S.C. 4512) is amended by striking ‘‘for cause’’.
145 
Subtitle E—Congressional 
Oversight of Appropriations 
SEC. 361. BRINGING THE FEDERAL DEPOSIT INSURANCE 
CORPORATION INTO THE APPROPRIATIONS 
PROCESS. 
(a) IN GENERAL.—Section 10(a) of the Federal De-
posit Insurance Act (12 U.S.C. 1820(a)) is amended— 
(1) by striking ‘‘(a) The’’ and inserting the fol-
lowing: 
‘‘(a) POWERS.— 
‘‘(1) IN GENERAL.—The’’; 
(2) by inserting ‘‘, subject to paragraph (2),’’ 
after ‘‘The Board of Directors of the Corporation’’; 
and 
(3) by adding at the end the following new 
paragraph: 
‘‘(2) APPROPRIATIONS REQUIREMENT.—Except 
as provided under paragraph (3), the Corporation 
may, only to the extent as provided in advance by 
appropriations Acts, cover the costs incurred in car-
rying out the provisions of this Act, including with 
respect to the administrative costs of the Corpora-
tion and the costs of the examination and super-
vision of insured depository institutions.
146 
‘‘(3) EXCEPTION
FOR
CERTAIN
PROGRAMS.— 
Paragraph (2) shall not apply to the Corporation’s 
Insurance Business Line Programs and Receivership 
Management Business Line Programs, as in exist-
ence on the date of enactment of this paragraph, 
and the proportion of the administrative costs of the 
Corporation related to such programs.’’. 
(b) EXAMINATION FEES.—Section 10(e)(1) of the 
Federal Deposit Insurance Act (12 U.S.C. 1820(e)(1)) is 
amended by striking ‘‘to meet the expenses of the Cor-
poration in carrying out such examinations’’ and inserting 
‘‘and may be expended by the Board only to the extent 
as provided in advance by appropriations Acts to cover the 
costs incurred in carrying out such examinations’’. 
(c) OFFSET OF ADDITIONAL FEES.—The Federal 
Deposit Insurance Corporation shall reduce the amount 
of insurance premiums charged by the Corporation under 
the Federal Deposit Insurance Act in an amount equal 
to any additional fees charged by the Corporation by rea-
son of the amendments made by this section. 
(d) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and 
fees collected on or after October 1, 2017.
147 
SEC. 362. BRINGING THE FEDERAL HOUSING FINANCE 
AGENCY INTO THE APPROPRIATIONS PROC-
ESS. 
(a) IN GENERAL.—Section 1316 of the Housing and 
Community Development Act of 1992 (12 U.S.C. 4516) 
is amended— 
(1) by amending subsection (a) to read as fol-
lows: 
‘‘(a) APPROPRIATIONS REQUIREMENT.— 
‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO-
PRIATION.—The Agency shall collect assessments 
and other fees that are designed to recover the costs 
to the Government of the annual appropriation to 
the Agency by Congress. 
‘‘(2) OFFSETTING COLLECTIONS.—Assessments 
and other fees described under paragraph (1) for 
any fiscal year— 
‘‘(A) shall be deposited and credited as off-
setting collections to the account providing ap-
propriations to the Agency; and 
‘‘(B) shall not be collected for any fiscal 
year except to the extent provided in advance in 
appropriation Acts.’’; and 
(2) by striking subsection (f). 
(b) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and
148 
assessments and other fees collected on or after October 
1, 2017. 
SEC. 363. BRINGING THE EXAMINATION AND SUPERVISION 
FUNCTIONS 
OF 
THE 
NATIONAL 
CREDIT 
UNION ADMINISTRATION INTO THE APPRO-
PRIATIONS PROCESS. 
(a) OPERATING FEES.—Section 105(d) of the Fed-
eral Credit Union Act (12 U.S.C. 1755(d)) is amended— 
(1) by striking ‘‘All’’ and inserting ‘‘(1) All’’; 
(2) by striking ‘‘for the account of the Adminis-
tration and may be expended by the Board to defray 
the expenses incurred in carrying out the provisions 
of this Act including the examination and super-
vision of Federal credit unions’’ and inserting ‘‘and 
may be expended by the Board only to the extent as 
provided in advance by appropriations Acts, to cover 
the costs incurred in carrying out the provisions of 
this Act with respect to the costs of the examination 
and supervision of Federal credit unions and the 
proportion of the administrative costs of the Board 
related to the examination and supervision of Fed-
eral credit unions’’; and 
(3) by adding at the end the following: 
‘‘(2)(A) The Board may only use amounts in the 
NCUA Operating Fund to the extent as provided in ad-
149 
vance by appropriations Acts, including to pay for the 
costs incurred by the Board in carrying out the examina-
tion and supervision of Federal credit unions and the pro-
portion of the administrative costs of the Board related 
to the examination and supervision of Federal credit 
unions. 
‘‘(B) Subparagraph (A) shall not apply to the 
Board’s activities carried out pursuant to title II.’’. 
(b) STAFF FUNDING.—Section 120(j)(3) of the Fed-
eral Credit Union Act (12 U.S.C. 1766(j)(3)) is amend-
ed— 
(1) by inserting ‘‘related to the examination 
and supervision of Federal credit unions under this 
Act and the proportion of the administrative costs of 
the Board related to the examination and super-
vision of Federal credit unions under this Act’’ be-
fore ‘‘shall be paid’’; and 
(2) by striking ‘‘insured credit unions under 
this Act’’ and inserting ‘‘Federal credit unions under 
this title, only to the extent as provided in advance 
by appropriations Acts’’. 
(c) 
USE
OF
DEPOSIT
FUNDS.—Section 
202(c)(1)(B)(iv) of the Federal Credit Union Act (12 
U.S.C. 1782(c)(1)(B)(iv)) is amended—
150 
(1) by striking ‘‘The’’ and inserting ‘‘To the ex-
tent provided for in advance by appropriations Acts, 
the’’; and 
(2) by adding at the end the following new sen-
tence: ‘‘This clause shall not apply to the Board’s 
activities carried out pursuant to this title.’’. 
(d) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and 
fees collected on or after October 1, 2017. 
SEC. 364. BRINGING THE OFFICE OF THE COMPTROLLER 
OF THE CURRENCY INTO THE APPROPRIA-
TIONS PROCESS. 
(a) IN GENERAL.—Section 5240A of the Revised 
Statutes of the United States (12 U.S.C. 16) is amend-
ed— 
(1) by striking ‘‘Sec. 5240A. The Comptroller 
of the Currency may collect an assessment, fee, or 
other charge from any entity described in section 
3(q)(1) of the Federal Deposit Insurance Act (12 
U.S.C. 1813(q)(1)), as the Comptroller determines 
is necessary or appropriate to carry out the respon-
sibilities of the Office of the Comptroller of the Cur-
rency. In establishing the amount of an assessment, 
fee, or charge collected from an entity under this 
section,’’ and inserting the following:
151 
‘‘SEC. 5240A. COLLECTION OF FEES; APPROPRIATIONS RE-
QUIREMENT. 
‘‘(a) IN GENERAL.—In establishing the amount of an 
assessment, fee, or charge collected from an entity under 
subsection (b),’’; 
(2) by striking ‘‘Funds derived’’ and all that 
follows through the end of the section; and 
(3) by adding at the end the following: 
‘‘(b) APPROPRIATIONS REQUIREMENT.— 
‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO-
PRIATION.—The Comptroller of the Currency shall 
impose and collect assessments, fees, or other 
charges that are designed to recover the costs to the 
Government of the annual appropriation to the Of-
fice of the Comptroller of the Currency by Congress. 
‘‘(2) OFFSETTING COLLECTIONS.—Assessments 
and other fees described under paragraph (1) for 
any fiscal year— 
‘‘(A) shall be deposited and credited as off-
setting collections to the account providing ap-
propriations to the Office of the Comptroller of 
the Currency; and 
‘‘(B) shall not be collected for any fiscal 
year except to the extent provided in advance in 
appropriation Acts.’’.
152 
(b) CONFORMING AMENDMENT.—Section 5240 (12 
U.S.C. 481 et seq.) of the Revised Statutes of the United 
States is amended by striking the fourth undesignated 
paragraph. 
(c) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and 
fees collected on or after October 1, 2017. 
SEC. 365. BRINGING THE NON-MONETARY POLICY RELATED 
FUNCTIONS OF THE BOARD OF GOVERNORS 
OF THE FEDERAL RESERVE SYSTEM INTO 
THE APPROPRIATIONS PROCESS. 
(a) IN GENERAL.—The Federal Reserve Act is 
amended by inserting after section 11B the following: 
‘‘SEC. 11C. APPROPRIATIONS REQUIREMENT FOR NON- 
MONETARY POLICY RELATED ADMINISTRA-
TIVE COSTS. 
‘‘(a) APPROPRIATIONS REQUIREMENT.— 
‘‘(1) RECOVERY OF COSTS OF ANNUAL APPRO-
PRIATION.—The Board of Governors of the Federal 
Reserve System and the Federal reserve banks shall 
collect assessments and other fees, as provided under 
this Act, that are designed to recover the costs to 
the Government of the annual appropriation to the 
Board of Governors of the Federal Reserve System 
by Congress. The Board of Governors of the Federal
153 
Reserve System and the Federal reserve banks may 
only incur obligations or allow and pay expenses 
with respect to non-monetary policy related adminis-
trative costs pursuant to an appropriations Act. 
‘‘(2) OFFSETTING COLLECTIONS.—Assessments 
and other fees described under paragraph (1) for 
any fiscal year— 
‘‘(A) shall be deposited and credited as off-
setting collections to the account providing ap-
propriations to the Board of Governors of the 
Federal Reserve System; and 
‘‘(B) shall not be collected for any fiscal 
year except to the extent provided in advance in 
appropriation Acts. 
‘‘(3) LIMITATION.—This subsection shall only 
apply to the non-monetary policy related administra-
tive costs of the Board of Governors of the Federal 
Reserve System. 
‘‘(b) DEFINITIONS.—For purposes of this section: 
‘‘(1) MONETARY POLICY.—The term ‘monetary 
policy’ means a strategy for producing a generally 
acceptable exchange medium that supports the pro-
ductive employment of economic resources by reli-
ably serving as both a unit of account and store of 
value.
154 
‘‘(2) NON-MONETARY POLICY RELATED ADMIN-
ISTRATIVE COSTS.—The term ‘non-monetary policy 
related administrative costs’ means administrative 
costs not related to the conduct of monetary policy, 
and includes— 
‘‘(A) direct operating expenses for super-
vising and regulating entities supervised and 
regulated by the Board of Governors of the 
Federal Reserve System, including conducting 
examinations, conducting stress tests, commu-
nicating with the entities regarding supervisory 
matters and laws, and regulations; 
‘‘(B) operating expenses for activities inte-
gral to carrying out supervisory and regulatory 
responsibilities, such as training staff in the su-
pervisory function, research and analysis func-
tions including library subscription services, and 
collecting and processing regulatory reports 
filed by supervised institutions; and 
‘‘(C) support, overhead, and pension ex-
penses related to the items described under sub-
paragraphs (A) and (B).’’. 
(b) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to expenses paid and 
fees collected on or after October 1, 2017.
155 
Subtitle F—International Processes 
SEC. 371. REQUIREMENTS FOR INTERNATIONAL PROC-
ESSES. 
(a) BOARD OF GOVERNORS REQUIREMENTS.—Sec-
tion 11 of the Federal Reserve Act (12 U.S.C. 248), as 
amended by section 1007(a), is further amended by add-
ing at the end the following new subsection: 
‘‘(w) INTERNATIONAL PROCESSES.— 
‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 
least 30 calendar days before any member or em-
ployee of the Board of Governors of the Federal Re-
serve System participates in a process of setting fi-
nancial standards as a part of any foreign or multi-
national entity, the Board of Governors shall— 
‘‘(A) issue a notice of the process, includ-
ing the subject matter, scope, and goals of the 
process, to the Committee on Financial Services 
of the House of Representatives and the Com-
mittee on Banking, Housing, and Urban Affairs 
of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Board of 
Governors; and 
‘‘(C) solicit public comment, and consult 
with the committees described under subpara-
156 
graph (A), with respect to the subject matter, 
scope, and goals of the process. 
‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 
end of any process described under paragraph (1), 
the Board of Governors shall issue a public report 
on the topics that were discussed during the process 
and any new or revised rulemakings or policy 
changes that the Board of Governors believes should 
be implemented as a result of the process and make 
the report available on the website of the Board of 
Governors. 
‘‘(3) NOTICE
OF
AGREEMENTS; CONSULTA-
TION.—At least 90 calendar days before any mem-
ber or employee of the Board of Governors of the 
Federal Reserve System participates in a process of 
setting financial standards as a part of any foreign 
or multinational entity, the Board of Governors 
shall— 
‘‘(A) issue a notice of agreement to the 
Committee on Financial Services of the House 
of Representatives and the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Board of 
Governors; and
157 
‘‘(C) consult with the committees described 
under subparagraph (A) with respect to the na-
ture of the agreement and any anticipated ef-
fects such agreement will have on the economy. 
‘‘(4) DEFINITION.—For purposes of this sub-
section, the term ‘process’ shall include any official 
proceeding or meeting on financial regulation of a 
recognized international organization with authority 
to set financial standards on a global or regional 
level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a simi-
lar organization), and the International Association 
of Insurance Supervisors (or a similar organiza-
tion).’’. 
(b) FDIC REQUIREMENTS.—The Federal Deposit 
Insurance Act (12 U.S.C. 1811 et seq.) is amended by 
adding at the end the following new section: 
‘‘SEC. 51. INTERNATIONAL PROCESSES. 
‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 
30 calendar days before the Board of Directors partici-
pates in a process of setting financial standards as a part 
of any foreign or multinational entity, the Board of Direc-
tors shall— 
‘‘(1) issue a notice of the process, including the 
subject matter, scope, and goals of the process, to
158 
the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate; 
‘‘(2) make such notice available to the public, 
including on the website of the Corporation; and 
‘‘(3) solicit public comment, and consult with 
the committees described under paragraph (1), with 
respect to the subject matter, scope, and goals of the 
process. 
‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end 
of any process described under subsection (a), the Board 
of Directors shall issue a public report on the topics that 
were discussed at the process and any new or revised 
rulemakings or policy changes that the Board of Directors 
believes should be implemented as a result of the process 
and make the report available on the website of the Cor-
poration. 
‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 
least 90 calendar days before the Board of Directors par-
ticipates in a process of setting financial standards as a 
part of any foreign or multinational entity, the Board of 
Directors shall— 
‘‘(1) issue a notice of agreement to the Com-
mittee on Financial Services of the House of Rep-
159 
resentatives and the Committee on Banking, Hous-
ing, and Urban Affairs of the Senate; 
‘‘(2) make such notice available to the public, 
including on the website of the Corporation; and 
‘‘(3) consult with the committees described 
under paragraph (1) with respect to the nature of 
the agreement and any anticipated effects such 
agreement will have on the economy. 
‘‘(d) DEFINITION.—For purposes of this section, the 
term ‘process’ shall include any official proceeding or 
meeting on financial regulation of a recognized inter-
national organization with authority to set financial stand-
ards on a global or regional level, including the Financial 
Stability Board, the Basel Committee on Banking Super-
vision (or a similar organization), and the International 
Association of Insurance Supervisors (or a similar organi-
zation).’’. 
(c) TREASURY REQUIREMENTS.—Section 325 of title 
31, United States Code, is amended by adding at the end 
the following new subsection: 
‘‘(d) INTERNATIONAL PROCESSES.— 
‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 
least 30 calendar days before the Secretary partici-
pates in a process of setting financial standards as
160 
a part of any foreign or multinational entity, the 
Secretary shall— 
‘‘(A) issue a notice of the process, includ-
ing the subject matter, scope, and goals of the 
process, to the Committee on Financial Services 
of the House of Representatives and the Com-
mittee on Banking, Housing, and Urban Affairs 
of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Depart-
ment of the Treasury; and 
‘‘(C) solicit public comment, and consult 
with the committees described under subpara-
graph (A), with respect to the subject matter, 
scope, and goals of the process. 
‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 
end of any process described under paragraph (1), 
the Secretary shall issue a public report on the top-
ics that were discussed at the process and any new 
or revised rulemakings or policy changes that the 
Secretary believes should be implemented as a result 
of the process and make the report available on the 
website of the Department of the Treasury. 
‘‘(3) NOTICE
OF
AGREEMENTS; CONSULTA-
TION.—At least 90 calendar days before the Sec-
161 
retary participates in a process of setting financial 
standards as a part of any foreign or multinational 
entity, the Secretary shall— 
‘‘(A) issue a notice of agreement to the 
Committee on Financial Services of the House 
of Representatives and the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Depart-
ment of the Treasury; and 
‘‘(C) consult with the committees described 
under subparagraph (A) with respect to the na-
ture of the agreement and any anticipated ef-
fects such agreement will have on the economy. 
‘‘(4) DEFINITION.—For purposes of this sub-
section, the term ‘process’ shall include any official 
proceeding or meeting on financial regulation of a 
recognized international organization with authority 
to set financial standards on a global or regional 
level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a simi-
lar organization), and the International Association 
of Insurance Supervisors (or a similar organiza-
tion).’’.
162 
(d) OCC REQUIREMENTS.—Chapter one of title LXII 
of the Revised Statutes of the United States (12 U.S.C. 
21 et seq.) is amended— 
(1) by adding at the end the following new sec-
tion: 
‘‘SEC. 5156B. INTERNATIONAL PROCESSES. 
‘‘(a) NOTICE OF PROCESS; CONSULTATION.—At least 
30 calendar days before the Comptroller of the Currency 
participates in a process of setting financial standards as 
a part of any foreign or multinational entity, the Comp-
troller of the Currency shall— 
‘‘(1) issue a notice of the process, including the 
subject matter, scope, and goals of the process, to 
the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate; 
‘‘(2) make such notice available to the public, 
including on the website of the Office of the Comp-
troller of the Currency; and 
‘‘(3) solicit public comment, and consult with 
the committees described under paragraph (1), with 
respect to the subject matter, scope, and goals of the 
process. 
‘‘(b) PUBLIC REPORTS ON PROCESS.—After the end 
of any process described under subsection (a), the Comp-
163 
troller of the Currency shall issue a public report on the 
topics that were discussed at the process and any new or 
revised rulemakings or policy changes that the Comp-
troller of the Currency believes should be implemented as 
a result of the process. 
‘‘(c) NOTICE OF AGREEMENTS; CONSULTATION.—At 
least 90 calendar days before the Comptroller of the Cur-
rency participates in a process of setting financial stand-
ards as a part of any foreign or multinational entity, the 
Comptroller of the Currency shall— 
‘‘(1) issue a notice of agreement to the Com-
mittee on Financial Services of the House of Rep-
resentatives and the Committee on Banking, Hous-
ing, and Urban Affairs of the Senate; 
‘‘(2) make such notice available to the public, 
including on the website of the Office of the Comp-
troller of the Currency; and 
‘‘(3) consult with the committees described 
under paragraph (1) with respect to the nature of 
the agreement and any anticipated effects such 
agreement will have on the economy. 
‘‘(d) DEFINITION.—For purposes of this section, the 
term ‘process’ shall include any official proceeding or 
meeting on financial regulation of a recognized inter-
national organization with authority to set financial stand-
164 
ards on a global or regional level, including the Financial 
Stability Board, the Basel Committee on Banking Super-
vision (or a similar organization), and the International 
Association of Insurance Supervisors (or a similar organi-
zation).’’; and 
(2) in the table of contents for such chapter, by 
adding at the end the following new item: 
‘‘5156B. International processes.’’. 
(e) SECURITIES AND EXCHANGE COMMISSION RE-
QUIREMENTS.—Section 4 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78d), as amended by section 818(a), 
is further amended by adding at the end the following new 
subsection: 
‘‘(k) INTERNATIONAL PROCESSES.— 
‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 
least 30 calendar days before the Commission par-
ticipates in a process of setting financial standards 
as a part of any foreign or multinational entity, the 
Commission shall— 
‘‘(A) issue a notice of the process, includ-
ing the subject matter, scope, and goals of the 
process, to the Committee on Financial Services 
of the House of Representatives and the Com-
mittee on Banking, Housing, and Urban Affairs 
of the Senate;
165 
‘‘(B) make such notice available to the 
public, including on the website of the Commis-
sion; and 
‘‘(C) solicit public comment, and consult 
with the committees described under subpara-
graph (A), with respect to the subject matter, 
scope, and goals of the process. 
‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 
end of any process described under paragraph (1), 
the Commission shall issue a public report on the 
topics that were discussed at the process and any 
new or revised rulemakings or policy changes that 
the Commission believes should be implemented as a 
result of the process and make the report available 
on the website of the Commission. 
‘‘(3) NOTICE
OF
AGREEMENTS; CONSULTA-
TION.—At least 90 calendar days before the Com-
mission participates in a process of setting financial 
standards as a part of any foreign or multinational 
entity, the Commission shall— 
‘‘(A) issue a notice of agreement to the 
Committee on Financial Services of the House 
of Representatives and the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate;
166 
‘‘(B) make such notice available to the 
public, including on the website of the Commis-
sion; and 
‘‘(C) consult with the committees described 
under subparagraph (A) with respect to the na-
ture of the agreement and any anticipated ef-
fects such agreement will have on the economy. 
‘‘(4) DEFINITION.—For purposes of this sub-
section, the term ‘process’ shall include any official 
proceeding or meeting on financial regulation of a 
recognized international organization with authority 
to set financial standards on a global or regional 
level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a simi-
lar organization), and the International Association 
of Insurance Supervisors (or a similar organiza-
tion).’’. 
(f) COMMODITY FUTURES TRADING COMMISSION RE-
QUIREMENTS.—Section 2 of the Commodity Exchange Act 
(7 U.S.C. 2) is amended by adding at the end the fol-
lowing: 
‘‘(k) INTERNATIONAL PROCESSES.— 
‘‘(1) NOTICE OF PROCESS; CONSULTATION.—At 
least 30 calendar days before the Commission par-
ticipates in a process of setting financial standards
167 
as a part of any foreign or multinational entity, the 
Commission shall— 
‘‘(A) issue a notice of the process, includ-
ing the subject matter, scope, and goals of the 
process, to— 
‘‘(i) the Committee on Agriculture of 
the House of Representatives; and 
‘‘(ii) the Committee on Agriculture, 
Nutrition, and Forestry of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Commis-
sion; and 
‘‘(C) solicit public comment, and consult 
with the committees described under subpara-
graph (A), with respect to the subject matter, 
scope, and goals of the process. 
‘‘(2) PUBLIC REPORTS ON PROCESS.—After the 
end of any process described under paragraph (1), 
the Commission shall issue a public report on the 
topics that were discussed during the process and 
any new or revised rulemakings or policy changes 
that the Commission believes should be implemented 
as a result of the process and make the report avail-
able on the website of the Commission.
168 
‘‘(3) NOTICE
OF
AGREEMENTS; CONSULTA-
TION.—At least 90 calendar days before the Com-
mission participates in a process of setting financial 
standards as a part of any foreign or multinational 
entity, the Commission shall— 
‘‘(A) issue a notice of agreement to— 
‘‘(i) the Committee on Agriculture of 
the House of Representatives; and 
‘‘(ii) the Committee on Agriculture, 
Nutrition, and Forestry of the Senate; 
‘‘(B) make such notice available to the 
public, including on the website of the Commis-
sion; and 
‘‘(C) consult with the committees described 
under subparagraph (A) with respect to the na-
ture of the agreement and any anticipated ef-
fects such agreement will have on the economy. 
‘‘(4) DEFINITION.—For purposes of this sub-
section, the term ‘process’ shall include any official 
proceeding or meeting on financial regulation of a 
recognized international organization with authority 
to set financial standards on a global or regional 
level, including the Financial Stability Board, the 
Basel Committee on Banking Supervision (or a simi-
lar organization), and the International Association
169 
of Insurance Supervisors (or a similar organiza-
tion).’’. 
Subtitle G—Unfunded Mandates 
Reform 
SEC. 381. DEFINITIONS. 
For purposes of this subtitle: 
(1) AGENCY.—The term ‘‘agency’’ has the 
meaning given such term under section 311. 
(2) DIRECT COSTS.—The term ‘‘direct costs’’ 
has the meaning given such term under section 
421(3) of the Congressional Budget and Impound-
ment Control Act of 1974 (2 U.S.C. 658(3)), except 
that— 
(A) in the case of a Federal intergovern-
mental mandate, the term means the aggregate 
estimated amounts that all State, local, and 
Tribal governments would incur or be required 
to spend or would be prohibited from raising in 
revenues in order to comply with the Federal 
intergovernmental mandate; and 
(B) in the case of a Federal private sector 
mandate, the term means the aggregate esti-
mated amounts that the private sector will be 
required to spend or could forgo in profits, in-
cluding costs passed on to consumers or other
170 
entities taking into account, to the extent prac-
ticable, behavioral changes, in order to comply 
with the Federal private sector mandate. 
(3) OTHER DEFINITIONS.—Except as provided 
under paragraphs (1) and (2), the definitions under 
section 421 of the Congressional Budget and Im-
poundment Control Act of 1974 shall apply to this 
subtitle. 
SEC. 382. APPLICATION OF THE UNFUNDED MANDATES RE-
FORM ACT. 
(a) IN GENERAL.—The Unfunded Mandates Reform 
Act of 1995 (2 U.S.C. 1501 et seq.) shall apply to the 
Board of Governors of the Federal Reserve System, the 
Consumer Law Enforcement Agency, the Commodity Fu-
tures Trading Commission, the Federal Deposit Insurance 
Corporation, the Federal Housing Finance Agency, the 
Office of the Comptroller of the Currency, the National 
Credit Union Administration, and the Securities and Ex-
change Commission. 
(b) STATEMENTS TO ACCOMPANY SIGNIFICANT REG-
ULATORY ACTIONS.— 
(1) IN GENERAL.—Unless otherwise expressly 
prohibited by law, before promulgating any general 
notice of proposed rulemaking or any final rule, or 
within six months after promulgating any final rule
171 
that was not preceded by a general notice of pro-
posed rulemaking, if the proposed rulemaking or 
final rule includes a Federal mandate that may re-
sult in an annual effect on State, local, or Tribal 
governments, or to the private sector, in the aggre-
gate of $100,000,000 or more in any 1 year, the 
agency shall prepare a written statement containing 
the following: 
(A) The text of the draft proposed rule-
making or final rule, together with the informa-
tion required under subsections (a) and (b)(1) 
of section 312, as applicable, including an ex-
planation of the manner in which the proposed 
rulemaking or final rule is consistent with the 
statutory requirement and avoids undue inter-
ference with State, local, and Tribal govern-
ments in the exercise of their governmental 
functions. 
(B) Estimates by the agency, if and to the 
extent that the agency determines that accurate 
estimates are reasonably feasible, of— 
(i) the future compliance costs of the 
Federal mandate; and 
(ii) any disproportionate budgetary ef-
fects of the Federal mandate upon any
172 
particular regions of the nation or par-
ticular State, local, or Tribal governments, 
urban or rural or other types of commu-
nities, or particular segments of the private 
sector. 
(C)(i) A detailed description of the extent 
of the agency’s prior consultation with the pri-
vate sector and elected representatives (under 
subsection (c) and section 204 of the Unfunded 
Mandates Reform Act of 1995 (2 U.S.C. 1534) 
of the affected State, local, and tribal govern-
ments. 
(ii) A detailed summary of the comments 
and concerns that were presented by the private 
sector and State, local, or Tribal governments 
either orally or in writing to the agency. 
(iii) A detailed summary of the agency’s 
evaluation of those comments and concerns. 
(D) A detailed summary of how the agency 
complied with section 312, as applicable. 
(2) PREVENTION
OF
DUPLICATIVE
REQUIRE-
MENTS.—If an agency is required to prepare a writ-
ten statement under both paragraph (1) and section 
202(a) of the Unfunded Mandates Reform Act of 
1995 (2 U.S.C. 1532(a)), the agency shall prepare
173 
only one written statement that consolidates and 
meets the requirements of such paragraph and such 
section. 
(c) STATE, LOCAL, AND TRIBAL GOVERNMENT AND 
PRIVATE SECTOR INPUT.— 
(1) IN GENERAL.—Each agency shall, to the ex-
tent permitted in law, develop an effective process to 
permit impacted parties within the private sector 
(including small businesses) to provide meaningful 
and timely input in the development of regulatory 
proposals containing significant Federal mandates. 
(2) 
PREVENTION
OF
DUPLICATIVE
PROC-
ESSES.—If an agency is required to develop a proc-
ess under both paragraph (1) and section 204(a) of 
the Unfunded Mandates Reform Act of 1995 (2 
U.S.C. 1534(a)), the agency shall develop only one 
process that consolidates and meets the require-
ments of such paragraph and such section. 
(3) GUIDELINES.—For appropriate implemen-
tation of this subsection and of section 204 of the 
Unfunded Mandates Reform Act, consistent with ap-
plicable laws and regulations, the following guide-
lines shall be followed: — 
(A) Consultations shall take place as early 
as possible, before issuance of a notice of pro-
174 
posed rulemaking, continue through the final 
rule stage, and be integrated explicitly into the 
rulemaking process. 
(B) Agencies shall consult with a wide va-
riety of State, local, and Tribal officials and im-
pacted parties within the private sector (includ-
ing small businesses). Geographic, political, and 
other factors that may differentiate varying 
points of view should be considered. 
(C) Agencies should estimate benefits and 
costs to assist with these consultations. The 
scope of the consultation should reflect the cost 
and significance of the Federal mandate being 
considered. 
(D) Agencies shall, to the extent prac-
ticable— 
(i) seek out the views of State, local, 
and Tribal governments, and impacted 
parties within the private sector (including 
small businesses), on costs, benefits, and 
risks; and 
(ii) solicit ideas about alternative 
methods of compliance and potential flexi-
bilities, and input on whether the Federal 
regulation will harmonize with and not du-
175 
plicate similar laws in other levels of gov-
ernment. 
(E) Consultations shall address the cumu-
lative impact of regulations on the affected enti-
ties. 
(F) Agencies may accept electronic submis-
sions of comments by relevant parties but may 
not use those comments as the sole method of 
satisfying the guidelines in this subsection. 
(d) OFFICE OF INFORMATION AND REGULATORY AF-
FAIRS RESPONSIBILITIES.— 
(1) IN
GENERAL.—The Administrator of the 
Office of Information and Regulatory Affairs shall 
provide meaningful guidance and oversight so that 
each agency’s regulations for which a written state-
ment is required under subsection (b) and section 
202 of the Unfunded Mandates Reform Act of 1995 
(2 U.S.C. 1532) are consistent with the principles 
and requirements of this title, as well as other appli-
cable laws, and do not conflict with the policies or 
actions of another Federal agency (as the term 
‘‘agency’’ is defined under section 551 of title 5, 
United States Code). If the Administrator deter-
mines that an agency’s regulations for which a writ-
ten statement is required under subsection (b) and
176 
section 202 of the Unfunded Mandates Reform Act 
of 1995 do not comply with such principles and re-
quirements, are not consistent with other applicable 
laws, or conflict with the policies or actions of an-
other Federal agency (as the term ‘‘agency’’ is de-
fined under section 551 of title 5, United States 
Code), the Administrator shall identify areas of non-
compliance, notify the agency, and request that the 
agency comply before the agency finalizes the regula-
tion concerned. 
(2) ANNUAL
STATEMENTS
TO
CONGRESS
ON 
AGENCY
COMPLIANCE.—The Administrator of the 
Office of Information and Regulatory Affairs shall 
submit to the Director of the Office of Management 
and Budget for inclusion in the annual report re-
quired by section 208 of the Unfunded Mandates 
Reform Act of 1995 (2 U.S.C. 1538) a written re-
port detailing compliance by each agency with the 
requirements of this title that relate to regulations 
for which a written statement is required by sub-
section (b) and section 202 of the Unfunded Man-
dates Reform Act of 1995 (2 U.S.C. 1532), includ-
ing activities undertaken at the request of the Ad-
ministrator to improve compliance, during the pre-
ceding reporting period. The report shall also con-
177 
tain an appendix detailing compliance by each agen-
cy with subsection (c) and section 204 of the Un-
funded Mandates Reform Act. 
(e) EXPANDED JUDICIAL REVIEW.— 
(1) AGENCY
STATEMENTS
ON
SIGNIFICANT 
REGULATORY ACTIONS.— 
(A) IN
GENERAL.—Compliance or non-
compliance by any agency with the provisions of 
subsection (b) and sections 202, 203(a)(1) and 
(2), and 205 of the Unfunded Mandates Re-
form Act of 1995 shall be subject to judicial re-
view in accordance with this subsection. 
(B) LIMITED REVIEW OF AGENCY COMPLI-
ANCE OR NONCOMPLIANCE.— 
(i) SCOPE OF REVIEW UNDER TITLE 
5.—Agency compliance or noncompliance 
with the provisions of subsection (b) and 
sections 202, 203(a)(1) and (2), and 205 
of the Unfunded Mandates Reform Act of 
1995 shall be subject to judicial review 
under section 706(1) of title 5, United 
States Code, and as provided under clause 
(ii). 
(ii) COURT
MAY
COMPEL
PREPARA-
TION
OF
WRITTEN
STATEMENT.—If an
178 
agency fails to prepare the written state-
ment (including the preparation of the esti-
mates, analyses, statements, or descrip-
tions) under subsection (b) and section 
202 of the Unfunded Mandates Reform 
Act, prepare a written plan under para-
graphs (1) and (2) of section 203 of the 
Unfunded Mandates Reform Act, or com-
ply with section 205 of the Unfunded Man-
dates Reform Act, a court may compel the 
agency to prepare such written statement, 
prepare such written plan, or comply with 
such section. 
(C) REVIEW OF AGENCY RULES.—In any 
judicial review under any other Federal law of 
an agency rule for which compliance with this 
subtitle is required, the inadequacy or failure to 
prepare required material, or to comply with 
provisions of subsection (b) and sections 202, 
203(a)(1) and (2), and 205 of the Unfunded 
Mandates Reform Act of 1995 may be used as 
a basis for staying, enjoining, invalidating or 
otherwise affecting such agency rule. 
(D) CERTAIN INFORMATION AS PART OF 
RECORD.—Any information generated under
179 
subsection (b) and sections 202, 203(a)(1) and 
(2), and 205 of the Unfunded Mandates Re-
form Act of 1995 that is part of the rulemaking 
record for judicial review under the provisions 
of any other Federal law may be considered as 
part of the record for judicial review conducted 
under such other provisions of Federal law. 
(E) APPLICATION
OF
OTHER
FEDERAL 
LAW.—For any petition under subparagraph 
(B) the provisions of such other Federal law 
shall control all other matters, such as exhaus-
tion of administrative remedies, the time for 
and manner of seeking review and venue, except 
that if such other Federal law does not provide 
a limitation on the time for filing a petition for 
judicial review that is less than 180 days, such 
limitation shall be 180 days after a final rule is 
promulgated by the appropriate agency. 
(F) EFFECTIVE
DATE.—This paragraph 
shall apply to any agency rule for which a gen-
eral notice of proposed rulemaking is promul-
gated on or after the date of the enactment of 
this Act. 
(2) JUDICIAL
REVIEW
AND
RULE
OF
CON-
STRUCTION.—Except as provided in paragraph (1)—
180 
(A) any estimate, analysis, statement, de-
scription, or report prepared under this subtitle, 
any compliance or noncompliance with the pro-
visions of this subtitle, and any determination 
concerning the applicability of the provisions of 
this subtitle shall not be subject to judicial re-
view; and 
(B) no provision of this subtitle shall be 
construed to create any right or benefit, sub-
stantive or procedural, enforceable by any per-
son in any administrative or judicial action. 
Subtitle H—Enforcement 
Coordination 
SEC. 391. POLICIES TO MINIMIZE DUPLICATION OF EN-
FORCEMENT EFFORTS. 
(a) IN GENERAL.—Each agency (as defined under 
section 311) shall, not later than the end of the 90-day 
period beginning on the date of the enactment of this Act, 
implement policies and procedures— 
(1) to minimize duplication of efforts with other 
Federal or State authorities when bringing an ad-
ministrative or judicial action against an individual 
or entity; 
(2) to establish when joint investigations, ad-
ministrative actions, or judicial actions or the coordi-
181 
nation of law enforcement activities are necessary 
and appropriate and in the public interest; and 
(3) to, in the course of a joint investigation, ad-
ministrative action, or judicial action, establish a 
lead agency to avoid duplication of efforts and un-
necessary burdens and to ensure consistent enforce-
ment, as necessary and appropriate and in the pub-
lic interest. 
(b) RULE OF CONSTRUCTION.—Nothing in this sec-
tion may be construed to preempt State law or mandate 
coordination by a State authority. 
Subtitle I—Penalties for 
Unauthorized Disclosures 
SEC. 392. CRIMINAL PENALTY FOR UNAUTHORIZED DIS-
CLOSURES. 
Section 165 of the Financial Stability Act of 2010 
(12 U.S.C. 5365), as amended by section 151(b)(6)(M), 
is further amended by adding at the end the following: 
‘‘(m) CRIMINAL PENALTY FOR UNAUTHORIZED DIS-
CLOSURES.— 
‘‘(1) IN GENERAL.—Any officer or employee of 
a Federal department or agency, who by virtue of 
such officer or employee’s employment or official po-
sition, has possession of, or access to, agency records 
which contain individually identifiable information
182 
submitted pursuant to the requirements of this sec-
tion, the disclosure of which is prohibited by Federal 
statute, rule, or regulation, and who knowing that 
disclosure of the specific material is so prohibited, 
willfully discloses the material in any manner to any 
person or agency not entitled to receive it, shall be 
guilty of a misdemeanor and fined not more than 
$5,000. 
‘‘(2) OBTAINING RECORDS UNDER FALSE PRE-
TENSES.—Any person who knowingly and willfully 
requests or obtains information described under 
paragraph (1) from a Federal department or agency 
under false pretenses shall be guilty of a mis-
demeanor and fined not more than $5,000. 
‘‘(3) TREATMENT OF DETERMINATIONS.—For 
purposes of this subsection, a determination made 
under subsection (d) or (i) based on individually 
identifiable information submitted pursuant to the 
requirements of this section shall be deemed individ-
ually identifiable information, the disclosure of which 
is prohibited by Federal statute.’’.
183 
Subtitle J—Stop Settlement Slush 
Funds 
SEC. 393. LIMITATION ON DONATIONS MADE PURSUANT TO 
SETTLEMENT AGREEMENTS TO WHICH CER-
TAIN DEPARTMENTS OR AGENCIES ARE A 
PARTY. 
(a) LIMITATION ON REQUIRED DONATIONS.—No set-
tlement to which a department or agency is a party may 
direct or provide for a payment to any person who is not 
a victim of the alleged wrongdoing. 
(b) PENALTY.—Any Executive branch official or 
agent thereof who enters into or enforces a settlement in 
violation of subsection (a), shall be subject to the same 
penalties that would apply in the case of a violation of 
section 3302 of title 31, United States Code. 
(c) EFFECTIVE DATE.—Subsections (a) and (b) 
apply only in the case of a settlement agreement concluded 
on or after the date of enactment of this Act. 
(d) DEFINITIONS.— 
(1) The term ‘‘department or agency’’— 
(A) has the meaning given the term ‘‘agen-
cy’’ under section 311; and 
(B) means the Department of Housing and 
Urban Development, the Department of Jus-
184 
tice, and the Rural Housing Service of the De-
partment of Agriculture. 
(2) The term ‘‘settlement agreement’’ means a 
settlement agreement resolving a civil action or po-
tential civil action, a plea agreement, a deferred 
prosecution agreement, or a non-prosecution agree-
ment. 
(3) The term ‘‘payment’’ means a payment or 
loan. 
(4) The term ‘‘payment to any person who is 
not a victim’’ means any payment other than a pay-
ment— 
(A) to a person who is party to the lawsuit 
or settlement; 
(B) that provides restitution for or other-
wise directly remedies actual harm (including to 
the environment) directly and proximately 
caused by the party making the payment as a 
result of that party’s alleged wrongdoing; 
(C) that constitutes payment for services 
rendered in connection with the case; or 
(D) made pursuant to section 3663 of title 
18, United States Code.
185 
TITLE IV—UNLEASHING OPPOR-
TUNITIES FOR SMALL BUSI-
NESSES, 
INNOVATORS, 
AND 
JOB CREATORS BY FACILI-
TATING CAPITAL FORMATION 
Subtitle A—Small Business Merg-
ers, 
Acquisitions, 
Sales, 
and 
Brokerage Simplification 
SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND 
ACQUISITION BROKERS. 
Section 15(b) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(b)) is amended by adding at the end the 
following: 
‘‘(13) REGISTRATION EXEMPTION FOR MERGER 
AND ACQUISITION BROKERS.— 
‘‘(A) IN GENERAL.—Except as provided in 
subparagraph (B), an M&A broker shall be ex-
empt from registration under this section. 
‘‘(B) EXCLUDED
ACTIVITIES.—An M&A 
broker is not exempt from registration under 
this paragraph if such broker does any of the 
following: 
‘‘(i) Directly or indirectly, in connec-
tion with the transfer of ownership of an 
eligible privately held company, receives,
186 
holds, transmits, or has custody of the 
funds or securities to be exchanged by the 
parties to the transaction. 
‘‘(ii) Engages on behalf of an issuer in 
a public offering of any class of securities 
that is registered, or is required to be reg-
istered, with the Commission under section 
12 or with respect to which the issuer files, 
or is required to file, periodic information, 
documents, and reports under subsection 
(d). 
‘‘(iii) Engages on behalf of any party 
in a transaction involving a public shell 
company. 
‘‘(C) 
DISQUALIFICATIONS.—An 
M&A 
broker is not exempt from registration under 
this paragraph if such broker is subject to— 
‘‘(i) suspension or revocation of reg-
istration under paragraph (4); 
‘‘(ii) a statutory disqualification de-
scribed in section 3(a)(39); 
‘‘(iii) a disqualification under the 
rules adopted by the Commission under 
section 926 of the Investor Protection and