113TH CONGRESS 
2D SESSION 
H. R. 5405 
AN ACT 
To make technical corrections to the Dodd-Frank Wall Street 
Reform and Consumer Protection Act, to enhance the 
ability of small and emerging growth companies to access 
capital through public and private markets, to reduce 
regulatory burdens, 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. 
This Act may be cited as the ‘‘Promoting Job Cre-
ation and Reducing Small Business Burdens Act’’. 
SEC. 2. TABLE OF CONTENTS. 
The table of contents for this Act is as follows: 
Sec. 1. Short title. 
Sec. 2. Table of contents. 
TITLE I—BUSINESS RISK MITIGATION AND PRICE STABILIZATION 
ACT 
Sec. 101. Margin requirements. 
Sec. 102. Implementation. 
TITLE II—TREATMENT OF AFFILIATE TRANSACTIONS 
Sec. 201. Treatment of affiliate transactions. 
TITLE III—HOLDING COMPANY REGISTRATION THRESHOLD 
EQUALIZATION ACT 
Sec. 301. Registration threshold for savings and loan holding companies. 
TITLE IV—SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, 
AND BROKERAGE SIMPLIFICATION ACT 
Sec. 401. Registration exemption for merger and acquisition brokers. 
Sec. 402. Effective date. 
TITLE V—SMALL CAP LIQUIDITY REFORM ACT 
Sec. 501. Liquidity pilot program for securities of certain emerging growth 
companies. 
TITLE VI—IMPROVING ACCESS TO CAPITAL FOR EMERGING 
GROWTH COMPANIES ACT 
Sec. 601. Filing requirement for public filing prior to public offering. 
Sec. 602. Grace period for change of status of emerging growth companies. 
Sec. 603. Simplified disclosure requirements for emerging growth companies. 
TITLE VII—SMALL COMPANY DISCLOSURE SIMPLIFICATION ACT 
Sec. 701. Exemption from XBRL requirements for emerging growth companies 
and other smaller companies. 
Sec. 702. Analysis by the SEC. 
Sec. 703. Report to Congress. 
Sec. 704. Definitions. 
TITLE VIII—RESTORING PROVEN FINANCING FOR AMERICAN 
EMPLOYERS ACT 
Sec. 801. Rules of construction relating to collateralized loan obligations.
TITLE IX—SBIC ADVISERS RELIEF ACT 
Sec. 901. Advisers of SBICs and venture capital funds. 
Sec. 902. Advisers of SBICs and private funds. 
Sec. 903. Relationship to State law. 
TITLE X—DISCLOSURE MODERNIZATION AND SIMPLIFICATION 
ACT 
Sec. 1001. Summary page for form 10–K. 
Sec. 1002. Improvement of regulation S–K. 
Sec. 1003. Study on modernization and simplification of regulation S–K. 
TITLE XI—ENCOURAGING EMPLOYEE OWNERSHIP ACT 
Sec. 1101. Increased threshold for disclosures relating to compensatory benefit 
plans. 
TITLE I—BUSINESS RISK MITI-
GATION 
AND 
PRICE 
STA-
BILIZATION ACT 
SEC. 101. MARGIN REQUIREMENTS. 
(a) COMMODITY EXCHANGE ACT AMENDMENT.— 
Section 4s(e) of the Commodity Exchange Act (7 U.S.C. 
6s(e)), as added by section 731 of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, is amended 
by adding at the end the following new paragraph: 
‘‘(4) 
APPLICABILITY
WITH
RESPECT
TO 
COUNTERPARTIES.—The requirements of paragraphs 
(2)(A)(ii) and (2)(B)(ii), including the initial and 
variation margin requirements imposed by rules 
adopted pursuant to paragraphs (2)(A)(ii) and 
(2)(B)(ii), shall not apply to a swap in which a 
counterparty qualifies for an exception under section 
2(h)(7)(A), or an exemption issued under section 
4(c)(1) from the requirements of section 2(h)(1)(A)
for cooperative entities as defined in such exemption, 
or satisfies the criteria in section 2(h)(7)(D).’’. 
(b) SECURITIES EXCHANGE ACT AMENDMENT.— 
Section 15F(e) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o–10(e)), as added by section 764(a) of the 
Dodd-Frank Wall Street Reform and Consumer Protec-
tion Act, is amended by adding at the end the following 
new paragraph: 
‘‘(4) 
APPLICABILITY
WITH
RESPECT
TO 
COUNTERPARTIES.—The requirements of paragraphs 
(2)(A)(ii) and (2)(B)(ii) shall not apply to a secu-
rity-based swap in which a counterparty qualifies for 
an exception under section 3C(g)(1) or satisfies the 
criteria in section 3C(g)(4).’’. 
SEC. 102. IMPLEMENTATION. 
The amendments made by this title to the Commodity 
Exchange Act shall be implemented— 
(1) without regard to— 
(A) chapter 35 of title 44, United States 
Code; and 
(B) the notice and comment provisions of 
section 553 of title 5, United States Code; 
(2) through the promulgation of an interim 
final rule, pursuant to which public comment will be 
sought before a final rule is issued; and
(3) such that paragraph (1) shall apply solely 
to changes to rules and regulations, or proposed 
rules and regulations, that are limited to and di-
rectly a consequence of such amendments. 
TITLE II—TREATMENT OF 
AFFILIATE TRANSACTIONS 
SEC. 201. TREATMENT OF AFFILIATE TRANSACTIONS. 
(a) IN GENERAL.— 
(1) 
COMMODITY
EXCHANGE
ACT
AMEND-
MENT.—Section 2(h)(7)(D)(i) of the Commodity Ex-
change Act (7 U.S.C. 2(h)(7)(D)(i)) is amended to 
read as follows: 
‘‘(i) IN GENERAL.—An affiliate of a 
person that qualifies for an exception 
under subparagraph (A) (including affiliate 
entities predominantly engaged in pro-
viding financing for the purchase of the 
merchandise or manufactured goods of the 
person) may qualify for the exception only 
if the affiliate enters into the swap to 
hedge or mitigate the commercial risk of 
the person or other affiliate of the person 
that is not a financial entity, provided that 
if the transfer of commercial risk is ad-
dressed by entering into a swap with a
swap dealer or major swap participant, an 
appropriate credit support measure or 
other mechanism is utilized.’’. 
(2) SECURITIES
EXCHANGE
ACT
OF
1934 
AMENDMENT.—Section 3C(g)(4)(A) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c–3(g)(4)(A)) 
is amended to read as follows: 
‘‘(A) IN GENERAL.—An affiliate of a per-
son that qualifies for an exception under para-
graph (1) (including affiliate entities predomi-
nantly engaged in providing financing for the 
purchase of the merchandise or manufactured 
goods of the person) may qualify for the excep-
tion only if the affiliate enters into the security- 
based swap to hedge or mitigate the commercial 
risk of the person or other affiliate of the per-
son that is not a financial entity, provided that 
if the transfer of commercial risk is addressed 
by entering into a security-based swap with a 
security-based swap dealer or major security- 
based swap participant, an appropriate credit 
support measure or other mechanism is uti-
lized.’’. 
(b) APPLICABILITY OF CREDIT SUPPORT MEASURE 
REQUIREMENT.—Notwithstanding section 371 of this Act,
the requirements in section 2(h)(7)(D)(i) of the Com-
modity Exchange Act and section 3C(g)(4)(A) of the Se-
curities Exchange Act of 1934, as amended by subsection 
(a), requiring that a credit support measure or other 
mechanism be utilized if the transfer of commercial risk 
referred to in such sections is addressed by entering into 
a swap with a swap dealer or major swap participant or 
a security-based swap with a security-based swap dealer 
or major security-based swap participant, as appropriate, 
shall not apply with respect to swaps or security-based 
swaps, as appropriate, entered into before the date of the 
enactment of this Act. 
TITLE III—HOLDING COMPANY 
REGISTRATION 
THRESHOLD 
EQUALIZATION ACT 
SEC. 301. REGISTRATION THRESHOLD FOR SAVINGS AND 
LOAN HOLDING COMPANIES. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended— 
(1) in section 12(g)— 
(A) in paragraph (1)(B), by inserting after 
‘‘is a bank’’ the following: ‘‘, a savings and loan 
holding company (as defined in section 10 of 
the Home Owners’ Loan Act),’’; and
(B) in paragraph (4), by inserting after 
‘‘case of a bank’’ the following: ‘‘, a savings and 
loan holding company (as defined in section 10 
of the Home Owners’ Loan Act),’’; and 
(2) in section 15(d), by striking ‘‘case of bank’’ 
and inserting the following: ‘‘case of a bank, a sav-
ings and loan holding company (as defined in section 
10 of the Home Owners’ Loan Act),’’. 
TITLE 
IV—SMALL 
BUSINESS 
MERGERS, 
ACQUISITIONS, 
SALES, AND BROKERAGE SIM-
PLIFICATION ACT 
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, 
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). 
‘‘(C) RULE OF CONSTRUCTION.—Nothing 
in this paragraph shall be construed to limit 
any other authority of the Commission to ex-
empt any person, or any class of persons, from 
any provision of this title, or from any provision 
of any rule or regulation thereunder. 
‘‘(D) DEFINITIONS.—In this paragraph: 
‘‘(i) CONTROL.—The term ‘control’ 
means the power, directly or indirectly, to
direct the management or policies of a 
company, whether through ownership of 
securities, by contract, or otherwise. There 
is a presumption of control for any person 
who— 
‘‘(I) is a director, general part-
ner, member or manager of a limited 
liability company, or officer exercising 
executive responsibility (or has similar 
status or functions); 
‘‘(II) has the right to vote 20 
percent or more of a class of voting 
securities or the power to sell or direct 
the sale of 20 percent or more of a 
class of voting securities; or 
‘‘(III) in the case of a partner-
ship or limited liability company, has 
the right to receive upon dissolution, 
or has contributed, 20 percent or 
more of the capital. 
‘‘(ii) 
ELIGIBLE
PRIVATELY
HELD 
COMPANY.—The term ‘eligible privately 
held company’ means a company that 
meets both of the following conditions:
‘‘(I) The company does not have 
any class of securities registered, or 
required to be registered, with the 
Commission under section 12 or with 
respect to which the company files, or 
is required to file, periodic informa-
tion, documents, and reports under 
subsection (d). 
‘‘(II) In the fiscal year ending 
immediately before the fiscal year in 
which the services of the M&A broker 
are initially engaged with respect to 
the securities transaction, the com-
pany meets either or both of the fol-
lowing conditions (determined in ac-
cordance with the historical financial 
accounting records of the company): 
‘‘(aa) The earnings of the 
company before interest, taxes, 
depreciation, and amortization 
are less than $25,000,000. 
‘‘(bb) The gross revenues of 
the 
company 
are 
less 
than 
$250,000,000.
‘‘(iii) M&A BROKER.—The term ‘M&A 
broker’ means a broker, and any person 
associated with a broker, engaged in the 
business of effecting securities transactions 
solely in connection with the transfer of 
ownership of an eligible privately held com-
pany, regardless of whether the broker acts 
on behalf of a seller or buyer, through the 
purchase, sale, exchange, issuance, repur-
chase, or redemption of, or a business com-
bination involving, securities or assets of 
the eligible privately held company, if the 
broker reasonably believes that— 
‘‘(I) upon consummation of the 
transaction, any person acquiring se-
curities or assets of the eligible pri-
vately held company, acting alone or 
in concert, will control and, directly or 
indirectly, will be active in the man-
agement of the eligible privately held 
company or the business conducted 
with the assets of the eligible privately 
held company; and 
‘‘(II) if any person is offered se-
curities in exchange for securities or
assets of the eligible privately held 
company, such person will, prior to 
becoming legally bound to consum-
mate the transaction, receive or have 
reasonable access to the most recent 
year-end balance sheet, income state-
ment, statement of changes in finan-
cial position, and statement of owner’s 
equity of the issuer of the securities 
offered in exchange, and, if the finan-
cial statements of the issuer are au-
dited, the related report of the inde-
pendent auditor, a balance sheet 
dated not more than 120 days before 
the date of the offer, and information 
pertaining to the management, busi-
ness, results of operations for the pe-
riod covered by the foregoing financial 
statements, and material loss contin-
gencies of the issuer. 
‘‘(E) INFLATION ADJUSTMENT.— 
‘‘(i) IN GENERAL.—On the date that 
is 5 years after the date of the enactment 
of the Small Business Mergers, Acquisi-
tions, Sales, and Brokerage Simplification
Act of 2014, and every 5 years thereafter, 
each 
dollar 
amount 
in 
subparagraph 
(D)(ii)(II) shall be adjusted by— 
‘‘(I) dividing the annual value of 
the Employment Cost Index For 
Wages and Salaries, Private Industry 
Workers (or any successor index), as 
published by the Bureau of Labor 
Statistics, for the calendar year pre-
ceding the calendar year in which the 
adjustment is being made by the an-
nual value of such index (or suc-
cessor) for the calendar year ending 
December 31, 2012; and 
‘‘(II) multiplying such dollar 
amount by the quotient obtained 
under subclause (I). 
‘‘(ii) 
ROUNDING.—Each 
dollar 
amount determined under clause (i) shall 
be rounded to the nearest multiple of 
$100,000.’’. 
SEC. 402. EFFECTIVE DATE. 
This Act and any amendment made by this Act shall 
take effect on the date that is 90 days after the date of 
the enactment of this Act.
TITLE V—SMALL CAP LIQUIDITY 
REFORM ACT 
SEC. 501. LIQUIDITY PILOT PROGRAM FOR SECURITIES OF 
CERTAIN EMERGING GROWTH COMPANIES. 
(a) IN GENERAL.—Section 11A(c)(6) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78k–1(c)(6)) is 
amended to read as follows: 
‘‘(6) LIQUIDITY PILOT PROGRAM FOR SECURITIES 
OF CERTAIN EMERGING GROWTH COMPANIES.— 
‘‘(A) QUOTING INCREMENT.—Beginning on the 
date that is 90 days after the date of the enactment 
of the Small Cap Liquidity Reform Act of 2014, the 
securities of a covered emerging growth company 
shall be quoted using— 
‘‘(i) a minimum increment of $0.05; or 
‘‘(ii) if, not later than 60 days after such 
date of enactment, the company so elects in the 
manner described in subparagraph (D)— 
‘‘(I) a minimum increment of $0.10; 
or 
‘‘(II) the increment at which such se-
curities would be quoted without regard to 
the minimum increments established under 
this paragraph.
‘‘(B) TRADING INCREMENT.—In the case of a 
covered emerging growth company the securities of 
which are quoted at a minimum increment of $0.05 
or $0.10 under this paragraph, the Commission shall 
determine the increment at which the securities of 
such company are traded. 
‘‘(C) FUTURE RIGHT TO OPT OUT OR CHANGE 
MINIMUM INCREMENT.— 
‘‘(i) IN GENERAL.—At any time beginning 
on the date that is 90 days after the date of the 
enactment of the Small Cap Liquidity Reform 
Act of 2014, a covered emerging growth com-
pany the securities of which are quoted at a 
minimum increment of $0.05 or $0.10 under 
this paragraph may elect in the manner de-
scribed in subparagraph (D)— 
‘‘(I) for the securities of such com-
pany to be quoted at the increment at 
which such securities would be quoted 
without regard to the minimum increments 
established under this paragraph; or 
‘‘(II) to change the minimum incre-
ment at which the securities of such com-
pany are quoted from $0.05 to $0.10 or 
from $0.10 to $0.05.
‘‘(ii) WHEN
ELECTION
EFFECTIVE.—An 
election under this subparagraph shall take ef-
fect on the date that is 30 days after such elec-
tion is made. 
‘‘(iii) SINGLE ELECTION TO CHANGE MIN-
IMUM INCREMENT.—A covered emerging growth 
company may not make more than one election 
under clause (i)(II). 
‘‘(D) MANNER OF ELECTION.— 
‘‘(i) IN GENERAL.—An election is made in 
the manner described in this subparagraph by 
informing the Commission of such election. 
‘‘(ii) NOTIFICATION OF EXCHANGES AND 
OTHER
TRADING
VENUES.—Upon being in-
formed of an election under clause (i), the Com-
mission shall notify each exchange or other 
trading venue where the securities of the cov-
ered emerging growth company are quoted or 
traded. 
‘‘(E) ISSUERS
CEASING
TO
BE
COVERED 
EMERGING GROWTH COMPANIES.— 
‘‘(i) IN GENERAL.—If an issuer the securi-
ties of which are quoted at a minimum incre-
ment of $0.05 or $0.10 under this paragraph 
ceases to be a covered emerging growth com-