I 
114TH CONGRESS 
2D SESSION 
H. R. 5983 
To create hope and opportunity for consumers, investors, 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. 
IN THE HOUSE OF REPRESENTATIVES 
SEPTEMBER 9, 2016 
Mr. HENSARLING (for himself, Mr. GARRETT, Mr. NEUGEBAUER, Mr. 
LUETKEMEYER, Mr. HUIZENGA of Michigan, and Mr. DUFFY) introduced 
the following bill; which was referred to the Committee on Financial Serv-
ices, and in addition to the Committees on Agriculture, Ways and Means, 
the Judiciary, Oversight and Government Reform, Transportation and In-
frastructure, Rules, the Budget, and Education and the Workforce, for 
a period to be subsequently determined by the Speaker, in each case for 
consideration of such provisions as fall within the jurisdiction of the com-
mittee concerned 
A BILL 
To create hope and opportunity for consumers, investors, 
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. 
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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 2016’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—REGULATORY RELIEF FOR STRONGLY CAPITALIZED, 
WELL MANAGED BANKING ORGANIZATIONS 
Sec. 101. Capital election. 
Sec. 102. Regulatory relief. 
Sec. 103. Contingent capital study. 
Sec. 104. Study on altering the current prompt corrective action rules. 
Sec. 105. Definitions. 
TITLE II—ENDING ‘‘TOO BIG TO FAIL’’ AND BANK BAILOUTS 
Subtitle A—Reform of the Financial Stability Act of 2010 
Sec. 211. Repeal and modification of provisions of the Financial Stability Act 
of 2010. 
Subtitle B—Repeal of the Orderly Liquidation Authority 
Sec. 221. Repeal of the orderly liquidation authority. 
Subtitle C—Financial Institution Bankruptcy 
Sec. 231. General provisions relating to covered financial corporations. 
Sec. 232. Liquidation, reorganization, or recapitalization of a covered financial 
corporation. 
Sec. 233. Amendments to title 28, United States Code. 
Subtitle D—Ending Government Guarantees 
Sec. 241. Repeal of obligation guarantee program. 
Sec. 242. Repeal of systemic risk determination in resolutions. 
Sec. 243. Restrictions on use of the Exchange Stabilization Fund. 
Subtitle E—Eliminating Financial Market Utility Designations 
Sec. 251. Repeal of title VIII. 
TITLE III—EMPOWERING AMERICANS TO ACHIEVE FINANCIAL 
INDEPENDENCE 
Subtitle A—Separation of Powers and Liberty Enhancements 
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Sec. 311. Consumer Financial Opportunity Commission. 
Sec. 312. Bringing the Commission into the regular appropriations process. 
Sec. 313. Consumer Financial Opportunity Commission Inspector General Re-
form. 
Sec. 314. Private parties authorized to compel the Commission to seek sanc-
tions by filing civil actions; Adjudications deemed actions. 
Sec. 315. Civil investigative demands to be appealed to courts. 
Sec. 316. Commission dual mandate and economic analysis. 
Sec. 317. No deference to Commission interpretation. 
Subtitle B—Administrative Enhancements 
Sec. 321. Commission Advisory Boards. 
Sec. 322. Advisory opinions. 
Sec. 323. Reform of Consumer Financial Civil Penalty Fund. 
Sec. 324. Commission research paper transparency. 
Sec. 325. Commission pay fairness. 
Sec. 326. Separation of market monitoring functions and supervisory functions. 
Sec. 327. Requirement to verify information in the complaint database before 
it may be released to the general public. 
Sec. 328. Commission supervision limited to banks, thrifts, and credit unions 
with greater than $50 billion in assets. 
Sec. 329. Transfer of old OTS building from OCC to GSA. 
Subtitle C—Policy Enhancements 
Sec. 331. Consumer right to financial privacy. 
Sec. 332. Repeal of Council authority to set aside Bureau rules and require-
ment of safety and soundness considerations when issuing 
rules. 
Sec. 333. State and tribal payday loan regulation 5-year exemption. 
Sec. 334. Reforming indirect auto financing guidance. 
Sec. 335. Prohibition of Government price controls for payment card trans-
actions. 
Sec. 336. Annual studies on ending the conservatorship of Fannie Mae, Freddie 
Mac, and reforming the housing finance system. 
Sec. 337. Removal of ‘‘abusive’’ authority. 
Sec. 338. Repeal of authority to restrict arbitration. 
TITLE IV—CAPITAL MARKETS IMPROVEMENTS 
Subtitle A—SEC Reform, Restructuring, and Accountability 
Sec. 401. Authorization of appropriations. 
Sec. 402. Report on unobligated appropriations. 
Sec. 403. SEC Reserve Fund abolished. 
Sec. 404. Fees to offset appropriations. 
Sec. 405. Implementation of recommendations. 
Sec. 406. Office of Credit Ratings to report to the Division of Trading and 
Markets. 
Sec. 407. Office of Municipal Securities to report to the Division of Trading 
and Markets. 
Sec. 408. Independence of Commission Ombudsman. 
Sec. 409. Coordination with the Investor Advisory Committee. 
Sec. 410. Duties of Investor Advocate. 
Sec. 411. Internal risk controls. 
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Sec. 412. Applicability of Notice and Comment Requirements of the Adminis-
trative Procedure Act to Guidance Voted on by the Commis-
sion. 
Sec. 413. Process for closing investigations. 
Sec. 414. Enforcement Ombudsman. 
Sec. 415. Process to ensure enforcement actions are within authority of Com-
mission. 
Sec. 416. Process to permit recipient of Wells notification to appear before 
Commission staff in-person. 
Sec. 417. Publication of enforcement manual. 
Sec. 418. Private parties authorized to compel the Securities and Exchange 
Commission to seek sanctions by filing civil actions. 
Sec. 419. Certain findings required to approve civil money penalties against 
issuers. 
Sec. 420. Repeal of authority of the Commission to prohibit persons from serv-
ing as officers or directors. 
Sec. 421. Subpoena duration and renewal. 
Sec. 422. Elimination of automatic disqualifications. 
Sec. 423. Confidentiality of records obtained from foreign securities and law en-
forcement authorities. 
Sec. 424. Clarification of authority to impose sanctions on persons associated 
with a broker or dealer. 
Sec. 425. Congressional access to information held by the Public Company Ac-
counting Oversight Board. 
Sec. 426. Repeal of requirement for Public Company Accounting Oversight 
Board to use certain funds for merit scholarship program. 
Sec. 427. Reallocation of fines for violations of rules of municipal securities 
rulemaking board. 
Subtitle B—Eliminating Excessive Government Intrusion in the Capital 
Markets 
Sec. 441. Repeal of Department of Labor fiduciary rule and requirements prior 
to rulemaking relating to standards of conduct for brokers and 
dealers. 
Sec. 442. Exemption from risk retention requirements for nonresidential mort-
gage. 
Sec. 443. Frequency of shareholder approval of executive compensation. 
Sec. 444. Requirement for municipal advisor for issuers of municipal securities. 
Sec. 445. Small issuer exemption from internal control evaluation. 
Sec. 446. Exemptive authority for certain provisions relating to registration of 
nationally recognized statistical rating organizations. 
Sec. 447. Restriction on recovery of erroneously awarded compensation. 
Sec. 448. Risk-Based Examinations of Nationally Recognized Statistical Rating 
Organizations. 
Sec. 449. Repeals. 
Sec. 450. Exemption of and reporting by private equity fund advisers. 
Sec. 451. Records and reports of private funds. 
Sec. 452. Definition of accredited investor. 
Sec. 453. Repeal of certain provisions requiring a study and report to Congress. 
Sec. 454. Technical correction. 
Sec. 455. Repeal. 
Subtitle C—Commodity Futures Trading Commission Reforms 
Sec. 461. Division directors. 
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Sec. 462. Procedures governing actions taken by commission staff. 
Sec. 463. Strategic technology plan. 
Sec. 464. Internal risk controls. 
Sec. 465. Subpoena duration and renewal. 
Sec. 466. Applicability of notice and comment requirements of the administra-
tive procedure act to guidance voted on by the commission. 
Sec. 467. Judicial review of commission rules. 
Sec. 468. Cross-border regulation of derivatives transactions. 
Subtitle D—Harmonization of Derivatives Rules 
Sec. 471. Agency review and harmonization of rules relating to the regulation 
of over-the-counter swaps markets. 
TITLE V—IMPROVING INSURANCE COORDINATION THROUGH AN 
INDEPENDENT ADVOCATE 
Sec. 501. Repeal of the Federal Insurance Office; Creation of the Office of the 
Independent Insurance Advocate. 
Sec. 502. Treatment of covered agreements. 
TITLE VI—DEMANDING ACCOUNTABILITY FROM FINANCIAL REG-
ULATORS AND DEVOLVING POWER AWAY FROM WASHINGTON 
Subtitle A—Cost-Benefit Analyses 
Sec. 611. Definitions. 
Sec. 612. Required regulatory analysis. 
Sec. 613. Rule of construction. 
Sec. 614. Public availability of data and regulatory analysis. 
Sec. 615. Five-year regulatory impact analysis. 
Sec. 616. Retrospective review of existing rules. 
Sec. 617. Judicial review. 
Sec. 618. Chief Economists Council. 
Sec. 619. Conforming amendments. 
Sec. 620. Other regulatory entities. 
Sec. 621. Avoidance of duplicative or unnecessary analyses. 
Subtitle B—Congressional Review of Federal Financial Agency Rulemaking 
Sec. 631. Congressional review. 
Sec. 632. Congressional approval procedure for major rules. 
Sec. 633. Congressional disapproval procedure for nonmajor rules. 
Sec. 634. Definitions. 
Sec. 635. Judicial review. 
Sec. 636. Effective date of certain rules. 
Sec. 637. Budgetary effects of rules subject to section 632 of the Financial 
CHOICE Act of 2016. 
Subtitle C—Judicial Review of Agency Actions 
Sec. 641. Scope of judicial review of agency actions. 
Subtitle D—Leadership of Financial Regulators 
Sec. 651. Federal Deposit Insurance Corporation. 
Sec. 652. Federal Housing Finance Agency. 
Sec. 653. National Credit Union Administration. 
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Sec. 654. Office of the Comptroller of the Currency. 
Subtitle E—Congressional Oversight of Appropriations 
Sec. 661. Bringing the Federal Deposit Insurance Corporation into the regular 
appropriations process. 
Sec. 662. Bringing the Federal Housing Finance Agency into the regular ap-
propriations process. 
Sec. 663. Bringing the National Credit Union Administration into the regular 
appropriations process. 
Sec. 664. Bringing the Office of the Comptroller of the Currency into the reg-
ular appropriations process. 
Sec. 665. Bringing the non-monetary policy related functions of the Board of 
Governors of the Federal Reserve System into the regular ap-
propriations process. 
Subtitle F—International Processes 
Sec. 671. Requirements for international processes. 
TITLE VII—FED OVERSIGHT REFORM AND MODERNIZATION 
Sec. 701. Requirements for policy rules of the Federal Open Market Com-
mittee. 
Sec. 702. Federal Open Market Committee blackout period. 
Sec. 703. Membership of Federal Open Market Committee. 
Sec. 704. Frequency of testimony of the Chairman of the Board of Governors 
of the Federal Reserve System to Congress. 
Sec. 705. Vice Chairman for Supervision report requirement. 
Sec. 706. Salaries, financial disclosures, and office staff of the Board of Gov-
ernors of the Federal Reserve System. 
Sec. 707. Amendments to powers of the Board of Governors of the Federal Re-
serve System. 
Sec. 708. Interest rates on balances maintained at a Federal Reserve bank by 
depository institutions established by Federal Open Market 
Committee. 
Sec. 709. Audit reform and transparency for the Board of Governors of the 
Federal Reserve System. 
Sec. 710. Establishment of a Centennial Monetary Commission. 
Sec. 711. Public transcripts of FOMC meetings. 
TITLE VIII—DEMANDING ACCOUNTABILITY FROM WALL STREET 
Subtitle A—SEC Penalties Modernization 
Sec. 801. Enhancement of civil penalties for securities laws violations. 
Sec. 802. Updated civil money penalties of Public Company Accounting Over-
sight Board. 
Sec. 803. Updated civil money penalty for controlling persons in connection 
with insider trading. 
Sec. 804. Update of certain other penalties. 
Sec. 805. Monetary sanctions to be used for the relief of victims. 
Sec. 806. GAO report on use of civil money penalty authority by Commission. 
Subtitle B—FIRREA Penalties Modernization 
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Sec. 811. Increase of civil and criminal penalties originally established in the 
Financial Institutions Reform, Recovery, and Enforcement Act 
of 1989. 
TITLE IX—REPEAL OF THE VOLCKER RULE AND OTHER 
PROVISIONS 
Sec. 901. Repeals. 
TITLE 
X—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. 1001. Registration exemption for merger and acquisition brokers. 
Sec. 1002. Effective date. 
Subtitle B—Encouraging Employee Ownership 
Sec. 1006. Increased threshold for disclosures relating to compensatory benefit 
plans. 
Subtitle C—Small Company Disclosure Simplification 
Sec. 1011. Exemption from XBRL requirements for emerging growth compa-
nies and other smaller companies. 
Sec. 1012. Analysis by the SEC. 
Sec. 1013. Report to Congress. 
Sec. 1014. Definitions. 
Subtitle D—Securities and Exchange Commission Overpayment Credit 
Sec. 1016. Refunding or crediting overpayment of section 31 fees. 
Subtitle E—Fair Access to Investment Research 
Sec. 1021. Safe harbor for investment fund research. 
Subtitle F—Accelerating Access to Capital 
Sec. 1026. Expanded eligibility for use of Form S–3. 
Subtitle G—SEC Small Business Advocate 
Sec. 1031. Establishment of Office of the Advocate for Small Business Capital 
Formation and Small Business Capital Formation Advisory 
Committee. 
Subtitle H—Small Business Credit Availability 
Sec. 1036. Business development company ownership of securities of investment 
advisers and certain financial companies. 
Sec. 1037. Expanding access to capital for business development companies. 
Sec. 1038. Parity for business development companies regarding offering and 
proxy rules. 
Subtitle I—Fostering Innovation 
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Sec. 1041. Temporary exemption for low-revenue issuers. 
Subtitle J—Small Business Capital Formation Enhancement 
Sec. 1046. Annual review of government-business forum on capital formation. 
Subtitle K—Helping Angels Lead Our Startups 
Sec. 1051. Definition of angel investor group. 
Sec. 1052. Clarification of general solicitation. 
Subtitle L—Main Street Growth 
Sec. 1056. Venture exchanges. 
Subtitle M—Micro Offering Safe Harbor 
Sec. 1061. Exemptions for micro-offerings. 
Subtitle N—Private Placement Improvement 
Sec. 1066. Revisions to SEC Regulation D. 
Subtitle O—Supporting America’s Innovators 
Sec. 1071. Investor limitation for qualifying venture capital funds. 
Subtitle P—Fix Crowdfunding 
Sec. 1076. Crowdfunding vehicles. 
Sec. 1077. Crowdfunding exemption from registration. 
Subtitle Q—Corporate Governance Reform and Transparency 
Sec. 1081. Definitions. 
Sec. 1082. Registration of proxy advisory firms. 
Sec. 1083. Commission annual report. 
Subtitle R—Senior Safe 
Sec. 1091. Immunity. 
Sec. 1092. Training required. 
Sec. 1093. Relationship to State law. 
Subtitle S—National Securities Exchange Regulatory Parity 
Sec. 1096. Application of exemption. 
TITLE XI—REGULATORY RELIEF FOR MAIN STREET AND 
COMMUNITY FINANCIAL INSTITUTIONS 
Subtitle A—Preserving Access to Manufactured Housing 
Sec. 1101. Mortgage originator definition. 
Sec. 1102. High-Cost mortgage definition. 
Subtitle B—Mortgage Choice 
Sec. 1106. Definition of points and fees. 
Subtitle C—Financial Institution Customer Protection 
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Sec. 1111. Requirements for deposit account termination requests and orders. 
Sec. 1112. Amendments to the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989. 
Subtitle D—Portfolio Lending and Mortgage Access 
Sec. 1116. Safe harbor for certain loans held on portfolio. 
Subtitle E—Application of the Expedited Funds Availability Act 
Sec. 1121. Application of the Expedited Funds Availability Act. 
Subtitle F—Small Bank Holding Company Policy Statement 
Sec. 1126. Changes required to small bank holding company policy statement 
on assessment of financial and managerial factors. 
Subtitle G—Community Institution Mortgage Relief 
Sec. 1131. Community financial institution mortgage relief. 
Subtitle H—Financial Institutions Examination Fairness and Reform 
Sec. 1136. Timeliness of examination reports. 
Subtitle I—National Credit Union Administration Budget Transparency 
Sec. 1141. Budget transparency for the NCUA. 
Subtitle J—Taking Account of Institutions With Low Operation Risk 
Sec. 1146. Regulations appropriate to business models. 
Subtitle K—Federal Savings Association Charter Flexibility 
Sec. 1151. Option for Federal savings associations to operate as a covered sav-
ings association. 
Subtitle L—SAFE Transitional Licensing 
Sec. 1156. Eliminating barriers to jobs for loan originators. 
Subtitle M—Right to Lend 
Sec. 1161. Small business loan data collection requirement. 
Subtitle N—Community Bank Reporting Relief 
Sec. 1166. Short form call report. 
Subtitle O—Homeowner Information Privacy Protection 
Sec. 1171. Study regarding privacy of information collected under the Home 
Mortgage Disclosure Act of 1975. 
Subtitle P—Home Mortgage Disclosure Adjustment 
Sec. 1176. Depository institutions subject to maintenance of records and disclo-
sure requirements. 
Subtitle Q—National Credit Union Administration Advisory Council 
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ning on the date that the appropriate Federal 
banking agency receives the election; and 
(B) include in such notification the specific 
reasons for such determination and steps that 
the banking organization can take to meet such 
requirements. 
(e) TREATMENT OF CERTAIN NEW BANKING ORGA-
NIZATIONS.—In the case of a banking organization that 
is a newly-chartered insured depository institution or a 
banking organization that becomes a banking organization 
because it controls a newly-chartered insured depository 
institution, such banking organization may be treated as 
a qualifying banking organization immediately upon be-
coming a banking organization, if— 
(1) an election to be treated as a qualifying 
banking organization was included in the application 
filed with the appropriate Federal banking agency in 
connection with becoming a banking organization; 
and 
(2) as of the date the banking organization be-
comes a banking organization, the banking organiza-
tion’s tangible equity divided by the banking organi-
zation’s leverage exposure, expressed as a percent-
age, is at least 10 percent. 
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(f) FAILURE TO MAINTAIN QUARTERLY LEVERAGE 
RATIO AND LOSS OF ELECTION.— 
(1) EFFECT OF FAILURE TO MAINTAIN QUAR-
TERLY LEVERAGE RATIO.— 
(A) IN GENERAL.—If, with respect to the 
most recently completed calendar quarter, the 
appropriate Federal banking agency determines 
that a qualifying banking organization’s quar-
terly leverage ratio is below 10 percent— 
(i) the appropriate Federal banking 
agency shall notify the qualifying banking 
organization and any applicable State bank 
supervisor that regulates the banking orga-
nization of such determination; 
(ii) the appropriate Federal banking 
agency may prohibit the banking organiza-
tion from making a capital distribution; 
and 
(iii) the banking organization shall, 
within 3 months of the first such deter-
mination, submit a capital restoration plan 
to the appropriate Federal banking agency. 
(B) LOSS OF ELECTION AFTER ONE-YEAR 
REMEDIATION PERIOD.—If a banking organiza-
tion described under subparagraph (A) does 
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not, within the 1-year period beginning on the 
date of such determination, raise the organiza-
tion’s quarterly leverage ratio for a calendar 
quarter ending in such 1-year period to at least 
10 percent, the banking organization’s election 
under this section shall be terminated, and the 
appropriate Federal banking agency shall notify 
any applicable State bank supervisor that regu-
lates the banking organization of such termi-
nation. 
(C) EFFECT OF SUBSIDIARY ON PARENT 
ORGANIZATION.—With respect to a qualifying 
banking organization described under subpara-
graph (A) that is an insured depository institu-
tion, any parent depository institution holding 
company of the qualifying banking organization 
shall— 
(i) if the appropriate Federal banking 
agency determines it appropriate, be pro-
hibited from making a capital distribution 
(other than a capital contribution to such 
qualifying banking organization described 
under subparagraph (A)); and 
(ii) if the qualifying banking organiza-
tion has an election terminated under sub-
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paragraph (B), any such parent depository 
institution holding company shall also have 
its election under this section terminated. 
(2) IMMEDIATE
LOSS
OF
ELECTION
IF
THE 
QUARTERLY LEVERAGE RATIO FALLS BELOW 6 PER-
CENT.— 
(A) IN GENERAL.—If, with respect to the 
most recently completed calendar quarter, the 
appropriate Federal banking agency determines 
that a qualifying banking organization’s quar-
terly leverage ratio is below 6 percent, the 
banking organization’s election under this sec-
tion shall be terminated, and the appropriate 
Federal banking agency shall notify any appli-
cable State bank supervisor that regulates the 
banking organization of such termination. 
(B) EFFECT OF SUBSIDIARY ON PARENT 
ORGANIZATION.—With respect to a qualifying 
banking organization described under subpara-
graph (A) that is an insured depository institu-
tion, any parent depository institution holding 
company of the qualifying banking organization 
shall also have its election under this section 
terminated. 
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(3) ABILITY TO MAKE FUTURE ELECTIONS.—If 
a banking organization has an election under this 
section terminated, the banking organization may 
not apply for another election under this section 
until the banking organization has maintained a 
quarterly leverage ratio of at least 10 percent for 8 
consecutive calendar quarters. 
SEC. 102. REGULATORY RELIEF. 
(a) IN GENERAL.—A qualifying banking organization 
shall be exempt from the following: 
(1) Any Federal law, rule, or regulation ad-
dressing capital or liquidity requirements or stand-
ards. 
(2) Any Federal law, rule, or regulation that 
permits an appropriate Federal banking agency to 
object to a capital distribution. 
(3) Any consideration by an appropriate Fed-
eral banking agency of the following: 
(A) Any risk the qualifying banking orga-
nization may pose to ‘‘the stability of the finan-
cial system of the United States’’, under section 
5(c)(2) of the Bank Holding Company Act of 
1956. 
(B) The ‘‘extent to which a proposed ac-
quisition, merger, or consolidation would result 
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in greater or more concentrated risks to the 
stability of the United States banking or finan-
cial system’’, under section 3(c)(7) of the Bank 
Holding Company Act of 1956, so long as the 
banking organization, after such proposed ac-
quisition, merger, or consolidation, would main-
tain a quarterly leverage ratio of at least 10 
percent. 
(C) Whether the performance of an activity 
by the banking organization could possibly pose 
a ‘‘risk to the stability of the United States 
banking or financial system’’, under section 
4(j)(2)(A) of the Bank Holding Company Act 
of 1956. 
(D) Whether the acquisition of control of 
shares of a company engaged in an activity de-
scribed in section 4(j)(1)(A) of the Bank Hold-
ing Company Act of 1956 could possibly pose a 
‘‘risk to the stability of the United States bank-
ing 
or 
financial 
system’’, 
under 
section 
4(j)(2)(A) of the Bank Holding Company Act 
of 1956, so long as the banking organization, 
after acquiring control of such company, would 
maintain a quarterly leverage ratio of at least 
10 percent. 
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(E) Whether a merger would pose a ‘‘risk 
to the stability of the United States banking or 
financial system’’, under section 18(c)(5) of the 
Federal Deposit Insurance Act, so long as the 
banking organization, after such proposed 
merger, would maintain a quarterly leverage 
ratio of at least 10 percent. 
(F) Any risk the qualifying banking orga-
nization may pose to ‘‘the stability of the finan-
cial system of the United States’’, under section 
10(b)(4) of the Home Owners’ Loan Act. 
(4) Subsections (i)(8) and (k)(6)(B)(ii) of sec-
tion 4 and section 14 of the Bank Holding Company 
Act of 1956. 
(5) Section 18(c)(13) of the Federal Deposit 
Insurance Act. 
(6) Section 163 of the Financial Stability Act 
of 2010. 
(7) Section 10(e)(2)(E) of the Home Owners’ 
Loan Act. 
(8) Any Federal law, rule, or regulation imple-
menting standards of the type provided for in sub-
sections (b), (c), (d), (e), (g), (h), (i), and (j) of sec-
tion 165 of the Financial Stability Act of 2010. 
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(9) Any Federal law, rule, or regulation pro-
viding limitations on mergers, consolidations, or ac-
quisitions of assets or control, to the extent such 
limitations relate to capital or liquidity standards or 
concentrations of deposits or assets, so long as the 
banking organization, after such proposed merger, 
consolidation, or acquisition, would maintain a quar-
terly leverage ratio of at least 10 percent. 
(b) STRESS
TEST
EXCEPTION.—Notwithstanding 
subsection (a), other than paragraph (2) of subsection (a), 
the appropriate Federal banking agencies may conduct 
stress tests of qualifying banking organizations. A quali-
fying banking organization with total consolidated assets 
of 
more 
than 
$10,000,000,000 
and 
less 
than 
$50,000,000,000 shall not be required to conduct annual 
stress tests required under section 165(i)(2)(A) of the Fi-
nancial Stability Act of 2010. 
(c) QUALIFYING BANKING ORGANIZATIONS TREATED 
AS WELL CAPITALIZED.—A qualifying banking organiza-
tion shall be deemed to be ‘‘well capitalized’’ for purposes 
of— 
(1) section 216 of the Federal Credit Union 
Act; and 
(2) sections 29, 38, 44, and 46 of the Federal 
Deposit Insurance Act. 
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(d) TREATMENT
OF
CERTAIN
RISK-WEIGHTED 
ASSET REQUIREMENTS FOR QUALIFYING BANKING ORGA-
NIZATIONS.— 
(1) ACQUISITION SIZE CRITERIA TREATMENT.— 
A qualifying banking organization shall be deemed 
to meet the criteria described under section 
4(j)(4)(D) of the Bank Holding Company Act of 
1956, so long as after the proposed transaction the 
acquiring qualifying banking organization would 
maintain a quarterly leverage ratio of at least 10 
percent. 
(2) USE OF LEVERAGE EXPOSURE.—With re-
spect to a qualifying banking organization, in deter-
mining whether a proposal qualifies with the criteria 
described under subparagraphs (A)(iii) and (B)(i) of 
section 4(j)(4) of the Bank Holding Company Act of 
1956, the Board of Governors of the Federal Re-
serve System shall consider the leverage exposure of 
an insured depository institution instead of the total 
risk-weighted assets of such institution. 
SEC. 103. CONTINGENT CAPITAL STUDY. 
(a) STUDY.—The Board of Governors of the Federal 
Reserve System, the Federal Deposit Insurance Corpora-
tion, and the Office of the Comptroller of the Currency 
shall each carry out a study, which shall include holding 
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public hearings, on how to design a requirement that 
banking organizations issue contingent capital with a mar-
ket-based conversion trigger. 
(b) REPORT.—Not later than the end of the 1-year 
period beginning on the date of the enactment of this Act, 
each agency described under subsection (a) shall submit 
a report to the Congress containing— 
(1) all findings and determinations made by the 
agency in carrying out the study required under sub-
section (a); and 
(2) the agency’s recommendations on how the 
Congress should design a requirement that banking 
organizations issue contingent capital with a market- 
based conversion trigger. 
SEC. 104. STUDY ON ALTERING THE CURRENT PROMPT 
CORRECTIVE ACTION RULES. 
(a) STUDY.—The Comptroller General of the United 
States shall conduct a study to assess the benefits and 
feasibility of altering the current prompt corrective action 
rules and replacing the Basel-based capital ratios with the 
nonperforming asset coverage ratio or NACR as the trig-
ger for specific required supervisory interventions. The 
Comptroller General shall ensure that such study includes 
the following: 
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(1) An assessment of the performance of an 
NACR forward-looking measure of a banking orga-
nization’s solvency condition relative to the regu-
latory capital ratios currently used by prompt cor-
rective action rules. 
(2) An analysis of the performance of alter-
native definitions of nonperforming assets. 
(3) An assessment of the impact of two alter-
native intervention thresholds: 
(A) An initial (high) intervention thresh-
old, below which appropriate Federal banking 
agency examiners are required to intervene and 
assess a banking organization’s condition and 
prescribe remedial measures. 
(B) A lower threshold, below which bank-
ing organizations must increase their capital, 
seek an acquirer, or face mandatory resolution 
within 90 days. 
(b) REPORT.—Not later than the end of the 1-year 
period beginning on the date of the enactment of this Act, 
the Comptroller General shall submit a report to the Con-
gress containing— 
(1) all findings and determinations made in car-
rying out the study required under subsection (a); 
and 
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(2) recommendations on the most suitable defi-
nition of nonperforming assets, as well as the two 
numerical thresholds that trigger specific required 
supervisory interventions. 
SEC. 105. DEFINITIONS. 
For purposes of this title: 
(1) APPROPRIATE
FEDERAL
BANKING
AGEN-
CY.—The term ‘‘appropriate Federal banking agen-
cy’’— 
(A) has the meaning given such term 
under section 3 of the Federal Deposit Insur-
ance Act; and 
(B) means the National Credit Union Ad-
ministration, in the case of an insured credit 
union. 
(2) 
BANKING
ORGANIZATION.—The 
term 
‘‘banking organization’’ means— 
(A) an insured depository institution; 
(B) an insured credit union; 
(C) a depository institution holding com-
pany; 
(D) a company that is treated as a bank 
holding company for purposes of section 8 of 
the International Banking Act; and 
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(E) a U.S. intermediate holding company 
established by a foreign banking organization 
pursuant to section 252.153 of title 12, Code of 
Federal Regulations. 
(3) FOREIGN
EXCHANGE
SWAP .—The term 
‘‘foreign exchange swap’’ has the meaning given that 
term under section 1a of the Commodity Exchange 
Act. 
(4) INSURED CREDIT UNION.—The term ‘‘in-
sured credit union’’ has the meaning given that term 
under section 101 of the Federal Credit Union Act. 
(5) LEVERAGE EXPOSURE.—The term ‘‘lever-
age exposure’’— 
(A) with respect to a banking organization 
other than a credit union or a traditional bank-
ing organization, has the meaning given the 
term ‘‘total leverage exposure’’ under section 
3.10(c)(4)(ii), 217.10(c)(4), or 324.10(c)(4) of 
title 12, Code of Federal Regulations, as appli-
cable, as in effect on January 1, 2015; 
(B) with respect to a traditional banking 
organization other than a credit union, means 
total assets (minus any items deducted from 
common equity tier 1 capital) as calculated in 
accordance with generally accepted accounting 
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principles and as reported on the traditional 
banking organization’s applicable regulatory fil-
ing with the banking organization’s appropriate 
Federal banking agency; and 
(C) with respect to a banking organization 
that is a credit union, has the meaning given 
the term ‘‘total assets’’ under section 702.2 of 
title 12, Code of Federal Regulations, as in ef-
fect on January 1, 2015. 
(6) LEVERAGE RATIO DEFINITIONS.— 
(A) AVERAGE LEVERAGE RATIO.—With re-
spect to a banking organization, the term ‘‘av-
erage leverage ratio’’ means the average of the 
banking organization’s quarterly leverage ratios 
for each of the most recently completed four 
calendar quarters. 
(B) QUARTERLY LEVERAGE RATIO.—With 
respect to a banking organization and a cal-
endar quarter, the term ‘‘quarterly leverage 
ratio’’ means the organization’s tangible equity 
divided by the organization’s leverage exposure, 
expressed as a percentage, on the last day of 
such quarter. 
(7) NACR.—The term ‘‘NACR’’ means— 
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(A) book equity less nonperforming assets 
plus loan loss reserves, divided by 
(B) total banking organization assets. 
(8) NONPERFORMING ASSETS.—The term ‘‘non-
performing assets’’ means— 
(A) 20 percent of assets that are past due 
30 to 89 days, plus 
(B) 50 percent of assets that are past due 
90 days or more, plus 
(C) 100 percent of nonaccrual assets and 
other real estate owned. 
(9) QUALIFYING
BANKING
ORGANIZATION.— 
The term ‘‘qualifying banking organization’’ means 
a banking organization that has made an election 
under section 101 and with respect to which such 
election is in effect. 
(10) SECURITY-BASED SWAP .—The term ‘‘se-
curity-based swap’’ has the meaning given that term 
under section 3 of the Securities Exchange Act of 
1934. 
(11) SWAP .—The term ‘‘swap’’ has the mean-
ing given that term under section 1a of the Com-
modity Exchange Act. 
(12) TANGIBLE EQUITY.—The term ‘‘tangible 
equity’’— 
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(A) with respect to a banking organization 
other than a credit union, means the sum of— 
(i) common equity tier 1 capital; 
(ii) additional tier 1 capital consisting 
of instruments issued on or before June 1, 
2016; and 
(iii) with respect to a depository insti-
tution holding company that had less than 
$15,000,000,000 in total consolidated as-
sets as of December 31, 2009, or March 
31, 2010, or a banking organization that 
was a mutual holding company as of May 
19, 2010, trust preferred securities issued 
prior to May 19, 2010, to the extent such 
organization was permitted, as of the date 
of the enactment of this Act, to consider 
such securities as tier 1 capital under ex-
isting regulations of the appropriate Fed-
eral banking agency; and 
(B) with respect to a banking organization 
that is a credit union, has the meaning given 
the term ‘‘net worth’’ under section 702.2 of 
title 12, Code of Federal Regulations, as in ef-
fect on January 1, 2015. 
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(13) TRADITIONAL BANKING ORGANIZATION.— 
The term ‘‘traditional banking organization’’ means 
a banking organization that— 
(A) has zero trading assets and zero trad-
ing liabilities; 
(B) does not engage in swaps or security- 
based swaps, other than swaps or security- 
based swaps referencing interest rates or for-
eign exchange swaps; and 
(C) has a total notional exposure of swaps 
and security-based swaps of not more than 
$8,000,000,000. 
(14) OTHER BANKING TERMS.—The terms ‘‘in-
sured depository institution’’ and ‘‘depository insti-
tution holding company’’ have the meaning given 
those terms, respectively, under section 3 of the 
Federal Deposit Insurance Act. 
(15) OTHER CAPITAL TERMS.—With respect to 
a banking organization, the terms ‘‘additional tier 1 
capital’’ and ‘‘common equity tier 1 capital’’ have 
the meaning given such terms, respectively, under 
section 3.20, 217.20, or 324.20 of title 12, Code of 
Federal Regulations, as applicable, as in effect on 
January 1, 2015. 
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TITLE II—ENDING ‘‘TOO BIG TO 
FAIL’’ AND BANK BAILOUTS 
Subtitle A—Reform of the 
Financial Stability Act of 2010 
SEC. 211. 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. 
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(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 amending subparagraphs 
(B) through (I) to read as follows: 
‘‘(B) each member of the Board of Gov-
ernors, who shall collectively have 1 vote on the 
Council; 
‘‘(C) each member of the Board of Direc-
tors of the Office of the Comptroller of the Cur-
rency, who shall collectively have 1 vote on the 
Council; 
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‘‘(D) each member of the Consumer Fi-
nancial Opportunity Commission, who shall col-
lectively have 1 vote on the Council; 
‘‘(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) each member of the Board of Direc-
tors of the Federal Housing Finance Agency, 
who shall collectively have 1 vote on the Council 
‘‘(I) each member of the National Credit 
Union Administration Board, who shall collec-
tively have 1 vote on the Council;’’; 
(ii) in paragraph (2)— 
(I) by striking subparagraph (A); 
and 
(II) by redesignating subpara-
graphs (B), (C), (D), and (E) as sub-
paragraphs (A), (B), (C), and (D), re-
spectively; and 
(iii) by adding at the end the fol-
lowing: 
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‘‘(4) VOTING BY MULTI-PERSON ENTITY.— 
‘‘(A) VOTING
WITHIN
THE
ENTITY.—An 
entity 
described 
under 
subparagraph 
(B) 
through (I) of paragraph (1) shall determine 
the entity’s Council vote by using the voting 
process normally applicable to votes by the enti-
ty’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), by striking ‘‘sub-
paragraphs (C), (D), and (E)’’ and inserting 
‘‘subparagraphs (B), (C), and (D)’’; 
(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. 
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‘‘(4) CONGRESSIONAL
OVERSIGHT.—All meet-
ings of the Council, whether or not open to the pub-
lic, shall be open to the attendance by members of 
the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate. 
‘‘(5) 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 Committee on Financial 
Services of the House of Representatives and the 
Committee on Banking, Housing, and Urban Affairs 
of the Senate.’’; 
(D) by striking subsection (g) (relating to 
the nonapplicability of FACA); and 
(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.— 
At the request of the Chairman of the Committee on Fi-
nancial Services of the House of Representatives or the 
Chairman of the Committee on Banking, Housing, and 
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Urban Affairs of the Senate, the Chairperson shall appear 
before Congress to provide a confidential briefing.’’; 
(3) in section 112— 
(A) in subsection (a)(2)— 
(i) in subparagraph (A), by striking 
‘‘direct the Office of Financial Research 
to’’; 
(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; and 
(II) by striking clauses (iv) and 
(v); 
(B) in subsection (d)— 
(i) in paragraph (1), by striking ‘‘the 
Office of Financial Research, member 
agencies, and’’ and inserting ‘‘member 
agencies and’’; 
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(ii) in paragraph (2), by striking ‘‘the 
Office of Financial Research, any member 
agency, and’’ and inserting ‘‘any member 
agency and’’; 
(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(b)(4)— 
(A) by striking ‘‘In addition’’ and inserting 
the following: 
‘‘(A) IN GENERAL.—In addition’’; and 
(B) by adding at the end the following: 
‘‘(B) EXCEPTION FOR QUALIFYING BANK-
ING
ORGANIZATION.—Subparagraph (A) shall 
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not apply to a proposed acquisition by a quali-
fying banking organization, as defined under 
section 105 of the Financial CHOICE Act of 
2016.’’; 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-
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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; 
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(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; 
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(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 and 
the Corporation shall each publicly disclose the 
assessment framework that is used to review in-
formation under this paragraph and shall pro-
vide the public with a notice and comment pe-
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riod before finalizing such assessment frame-
work.’’. 
(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 
‘‘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; 
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(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, by striking ‘‘nonbank financial com-
pany supervised by the Board of Governors 
or’’ each place such term appears; 
(J) in subsection (i)— 
(i) in paragraph (1)— 
(I) in subparagraph (B)— 
(aa) by amending clause (i) 
to read as follows: 
‘‘(i) shall— 
‘‘(I) issue regulations, after pro-
viding for public notice and comment, 
that provide for at least 3 different 
sets of conditions under which the 
evaluation required by this subsection 
shall be conducted, including baseline, 
adverse, and severely adverse, and 
methodologies, including models used 
to estimate losses on certain assets; 
and 
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‘‘(II) provide copies of such regu-
lations to the Comptroller General of 
the United States and the Panel of 
Economic Advisors of the Congres-
sional Budget Office before publishing 
such regulations;’’; 
(bb) in clause (ii), by strik-
ing ‘‘and nonbank financial com-
panies’’; and 
(cc) in clause (v), by insert-
ing before the period the fol-
lowing: ‘‘, including any results 
of a resubmitted test’’; and 
(II) by adding at the end the fol-
lowing: 
‘‘(C) APPLICATION TO CCAR.—The require-
ments of subparagraph (B) shall apply to all 
stress tests performed under the Comprehensive 
Capital Analysis and Review exercise estab-
lished by the Board of Governors.’’; and 
(ii) in paragraph (2)(A)— 
(I) by striking ‘‘a bank holding 
company’’ and inserting ‘‘bank hold-
ing company’’; and 
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(II) by striking ‘‘All other finan-
cial companies’’ and inserting ‘‘All 
other bank holding companies’’; 
(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 105 of the Financial CHOICE Act of 
2016.’’. 
(c) 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: 
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‘‘(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).’’. 
(d) 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)— 
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(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’’. 
(e) CONFORMING AMENDMENT.—Section 3502(5) of 
title 44, United States Code, is amended by striking ‘‘the 
Office of Financial Research,’’. 
(f) CLERICAL AMENDMENT.—The table of contents 
under section 1(b) of the Dodd-Frank Wall Street Reform 
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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. 
Subtitle B—Repeal of the Orderly 
Liquidation Authority 
SEC. 221. 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 151, by amending paragraph 
(2) to read as follows: 
‘‘(2) the term ‘financial company’ means— 
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‘‘(A) any company that is incorporated or 
organized under any provision of Federal law or 
the laws of any State; 
‘‘(B) any company that is— 
‘‘(i) a bank holding company, as de-
fined in section 2(a) of the Bank Holding 
Company 
Act 
of 
1956 
(12 
U.S.C. 
1841(a)); 
‘‘(ii) a nonbank financial company su-
pervised by the Board of Governors; 
‘‘(iii) any company that is predomi-
nantly engaged in activities that the Board 
of Governors has determined are financial 
in nature or incidental thereto for purposes 
of section 4(k) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1843(k)) 
other than a company described in clause 
(i) or (ii); or 
‘‘(iv) any subsidiary of any company 
described in any of clauses (i) through (iii) 
that is predominantly engaged in activities 
that the Board of Governors has deter-
mined are financial in nature or incidental 
thereto for purposes of section 4(k) of the 
Bank Holding Company Act of 1956 (12 
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U.S.C. 1843(k)) (other than a subsidiary 
that is an insured depository institution or 
an insurance company); 
‘‘(C) any company that is not a Farm 
Credit System institution chartered under and 
subject to the provisions of the Farm Credit 
Act of 1971, as amended (12 U.S.C. 2001 et 
seq.), a governmental entity, or a regulated en-
tity, as defined under section 1303(20) of the 
Federal Housing Enterprises Financial Safety 
and Soundness Act of 1992 (12 U.S.C. 
4502(20)); and 
‘‘(D) includes an insured depository insti-
tution and an insurance company;’’; 
(C) in section 165(d)(6), by striking ‘‘, a 
receiver appointed under title II,’’; and 
(D) 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-
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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 C—Financial Institution 
Bankruptcy 
SEC. 231. 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 
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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-
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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)— 
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(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’’. 
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(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. 232. 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: 
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‘‘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). 
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‘‘(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-
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sonable action taken in good faith in contemplation of or 
in connection with such a petition or a transfer under sec-
tion 1185 or section 1186, whether prior to or after com-
mencement 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 
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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; 
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‘‘(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; 
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‘‘(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; 
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‘‘(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, 
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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 
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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 
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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 
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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 
the special trustee shall no longer be subject to approval 
by the court in the case under this subchapter. 
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‘‘§ 1187. Temporary and supplemental automatic stay; 
assumed debt 
‘‘(a)(1) A petition filed under section 1183 operates 
as a stay, applicable to all entities, of the termination, ac-
celeration, or modification of any debt, contract, lease, or 
agreement of the kind described in paragraph (2), or of 
any right or obligation under any such debt, contract, 
lease, or agreement, solely because of— 
‘‘(A) a default by the debtor under any such 
debt, contract, lease, or agreement; or 
‘‘(B) a provision in such debt, contract, lease, 
or agreement, or in applicable nonbankruptcy law, 
that is conditioned on— 
‘‘(i) the insolvency or financial condition of 
the debtor at any time before the closing of the 
case; 
‘‘(ii) the commencement of a case under 
this title concerning the debtor; 
‘‘(iii) the appointment of or taking posses-
sion by a trustee in a case under this title con-
cerning the debtor or by a custodian before the 
commencement of the case; or 
‘‘(iv) a credit rating agency rating, or ab-
sence or withdrawal of a credit rating agency 
rating— 
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‘‘(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— 
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‘‘(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— 
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‘‘(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 
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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 
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‘‘(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 
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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. 
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‘‘(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 
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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. 
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‘‘(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 
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‘‘(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-
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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.’’. 
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SEC. 233. 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. 
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‘‘(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 D—Ending Government 
Guarantees 
SEC. 241. 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: 
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(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. 242. 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. 243. 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. 
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Subtitle E—Eliminating Financial 
Market Utility Designations 
SEC. 251. 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. 
TITLE III—EMPOWERING AMERI-
CANS TO ACHIEVE FINANCIAL 
INDEPENDENCE 
Subtitle A—Separation of Powers 
and Liberty Enhancements 
SEC. 311. CONSUMER FINANCIAL OPPORTUNITY COMMIS-
SION. 
(a) MAKING THE BUREAU AN INDEPENDENT CON-
SUMER
FINANCIAL
OPPORTUNITY
COMMISSION.—The 
Consumer Financial Protection Act of 2010 (12 U.S.C. 
5481 et seq.) is amended— 
(1) in section 1011— 
(A) in subsection (a)— 
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(i) by striking ‘‘in the Federal Reserve 
System,’’; 
(ii) by striking ‘‘independent bureau’’ 
and inserting ‘‘independent commission’’; 
(iii) by striking ‘‘Bureau of Consumer 
Financial Protection’’ and inserting ‘‘Con-
sumer Financial Opportunity Commission 
(hereinafter in this section referred to as 
the ‘Commission’)’’; and 
(iv) by striking ‘‘Bureau’’ each place 
such term appears and inserting ‘‘Commis-
sion’’; 
(B) by striking subsections (b), (c), and 
(d); 
(C) by redesignating subsection (e) as sub-
section (h); 
(D) in subsection (h), as so redesignated— 
(i) by striking ‘‘, including in cities in 
which the Federal reserve banks, or 
branches of such banks, are located,’’; and 
(ii) by striking ‘‘Bureau’’ each place 
such term appears and inserting ‘‘Commis-
sion’’; and 
(E) by inserting after subsection (a) the 
following new subsections: 
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‘‘(b) COMPOSITION OF THE COMMISSION.— 
‘‘(1) IN GENERAL.—The Commission shall be 
composed of 5 members who shall be appointed by 
the President, by and with the advice and consent 
of the Senate, from among individuals who— 
‘‘(A) are citizens of the United States; and 
‘‘(B) have strong competencies and experi-
ences related to consumer financial products 
and services. 
‘‘(2) STAGGERING.—The members of the Com-
mission shall serve staggered terms, which initially 
shall be established by the President for terms of 1, 
2, 3, 4, and 5 years, respectively. 
‘‘(3) TERMS.— 
‘‘(A) IN GENERAL.—Each member of the 
Commission, including the Chair, shall serve for 
a term of 5 years. 
‘‘(B) REMOVAL.—The President may re-
move any member of the Commission for ineffi-
ciency, neglect of duty, or malfeasance in office. 
‘‘(C) VACANCIES.—Any member of the 
Commission appointed to fill a vacancy occur-
ring before the expiration of the term to which 
that member’s predecessor was appointed (in-
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cluding the Chair) shall be appointed only for 
the remainder of the term. 
‘‘(D) CONTINUATION OF SERVICE.—Each 
member of the Commission may continue to 
serve after the expiration of the term of office 
to which that member was appointed until a 
successor has been appointed by the President 
and confirmed by the Senate, except that a 
member may not continue to serve more than 1 
year after the date on which that member’s 
term would otherwise expire. 
‘‘(E) OTHER EMPLOYMENT PROHIBITED.— 
No member of the Commission shall engage in 
any other business, vocation, or employment. 
‘‘(c) AFFILIATION.—Not more than 3 members of the 
Commission shall be members of any one political party. 
‘‘(d) CHAIR OF THE COMMISSION.— 
‘‘(1) APPOINTMENT.—The Chair of the Com-
mission shall be appointed by the President from 
among the members of the Commission. 
‘‘(2) AUTHORITY.—The Chair shall be the prin-
cipal executive officer of the Commission, and shall 
exercise all of the executive and administrative func-
tions of the Commission, including with respect to— 
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‘‘(A) the appointment and supervision of 
personnel employed under the Commission 
(other than personnel employed regularly and 
full time in the immediate offices of members of 
the Commission other than the Chair); 
‘‘(B) the distribution of business among 
personnel appointed and supervised by the 
Chair and among administrative units of the 
Commission; and 
‘‘(C) the use and expenditure of funds. 
‘‘(3) LIMITATION.—In carrying out any of the 
Chair’s functions under the provisions of this sub-
section the Chair shall be governed by general poli-
cies of the Commission and by such regulatory deci-
sions, findings, and determinations as the Commis-
sion may by law be authorized to make. 
‘‘(4) REQUESTS
OR
ESTIMATES
RELATED
TO 
APPROPRIATIONS.—Requests or estimates for reg-
ular, supplemental, or deficiency appropriations on 
behalf of the Commission may not be submitted by 
the Chair without the prior approval of the Commis-
sion. 
‘‘(e) NO IMPAIRMENT BY REASON OF VACANCIES.— 
No vacancy in the members of the Commission shall im-
pair the right of the remaining members of the Commis-
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sion to exercise all the powers of the Commission. Three 
members of the Commission shall constitute a quorum for 
the transaction of business, except that if there are only 
3 members serving on the Commission because of vacan-
cies in the Commission, 2 members of the Commission 
shall constitute a quorum for the transaction of business. 
If there are only 2 members serving on the Commission 
because of vacancies in the Commission, 2 members shall 
constitute a quorum for the 6-month period beginning on 
the date of the vacancy which caused the number of Com-
mission members to decline to 2. 
‘‘(f) SEAL.—The Commission shall have an official 
seal. 
‘‘(g) COMPENSATION.— 
‘‘(1) CHAIR.—The Chair shall receive com-
pensation at the rate prescribed for level I of the 
Executive Schedule under section 5313 of title 5, 
United States Code. 
‘‘(2) OTHER MEMBERS OF THE COMMISSION.— 
The 4 other members of the Commission shall each 
receive compensation at the rate prescribed for level 
II of the Executive Schedule under section 5314 of 
title 5, United States Code.’’; 
(2) in section 1012(c), by striking paragraphs 
(2), (3), (4), and (5); and 
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(3) in section 1014(b), by striking ‘‘Not fewer 
than 6 members shall be appointed upon the rec-
ommendation of the regional Federal Reserve Bank 
Presidents, on a rotating basis.’’. 
(b) DEEMING OF NAME.—Any reference in a law, 
regulation, document, paper, or other record of the United 
States to the Bureau of Consumer Financial Protection 
shall be deemed a reference to the Consumer Financial 
Opportunity Commission. 
(c) CONFORMING AMENDMENTS.— 
(1) CONSUMER FINANCIAL PROTECTION ACT OF 
2010.— 
(A) IN
GENERAL.—Except as provided 
under subparagraph (B), the Consumer Finan-
cial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended— 
(i) by striking ‘‘Director of the Bu-
reau’’ each place such term appears, other 
than where such term is used to refer to 
a Director other than the Director of the 
Bureau of Consumer Financial Protection, 
and inserting ‘‘Consumer Financial Oppor-
tunity Commission’’; 
(ii) by striking ‘‘Director’’ each place 
such term appears and inserting ‘‘Con-
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sumer Financial Opportunity Commis-
sion’’, other than where such term is used 
to refer to a Director other than the Direc-
tor of the Bureau of Consumer Financial 
Protection; and 
(iii) in section 1002, by striking para-
graph (10). 
(B) EXCEPTIONS.—The Consumer Finan-
cial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended— 
(i) in section 1013(c)(3)— 
(I) by striking ‘‘Assistant Direc-
tor of the Bureau for’’ and inserting 
‘‘Head of the Office of’’; and 
(II) in subparagraph (B), by 
striking ‘‘Assistant Director’’ and in-
serting ‘‘Head of the Office’’; 
(ii) in section 1013(g)(2)— 
(I) by striking ‘‘ASSISTANT
DI-
RECTOR’’ and inserting ‘‘HEAD
OF 
THE OFFICE’’; and 
(II) by striking ‘‘an assistant di-
rector’’ and inserting ‘‘a Head of the 
Office of Financial Protection for 
Older Americans’’; 
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(iii) in section 1016(a), by striking 
‘‘Director of the Bureau’’ and inserting 
‘‘Chair of the Consumer Financial Oppor-
tunity Commission’’; and 
(iv) in section 1066(a), by striking 
‘‘Director of the Bureau is’’ and inserting 
‘‘first member of the Commission is’’. 
(2) DODD-FRANK WALL STREET REFORM AND 
CONSUMER PROTECTION ACT.—Section 1447 of the 
Dodd-Frank Wall Street Reform and Consumer Pro-
tection Act (12 U.S.C. 1701p-2) is amended by 
striking ‘‘Director of the Bureau’’ each place such 
term appears and inserting ‘‘Consumer Financial 
Opportunity Commission’’. 
(3) EXPEDITED
FUNDS
AVAILABILITY
ACT.— 
The Expedited Funds Availability Act (12 U.S.C. 
4001 et seq.), as amended by section 1086 of the 
Consumer Financial Protection Act of 2010, is 
amended by striking ‘‘Director of the Bureau’’ each 
place such term appears and inserting ‘‘Consumer 
Financial Opportunity Commission’’. 
(4) FEDERAL DEPOSIT INSURANCE ACT.—Sec-
tion 2 of the Federal Deposit Insurance Act (12 
U.S.C. 1812), as amended by section 336(a) of the 
Dodd-Frank Wall Street Reform and Consumer Pro-
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sradovich on DSK3GMQ082PROD with BILLS
tection Act, is amended by striking ‘‘Director of the 
Consumer Financial Protection Bureau’’ each place 
such term appears and inserting ‘‘Chair of the Con-
sumer Financial Opportunity Commission’’. 
(5) FEDERAL FINANCIAL INSTITUTIONS EXAM-
INATION COUNCIL ACT OF 1978.—Section 1004(a)(4) 
of the Federal Financial Institutions Examination 
Council Act of 1978 (12 U.S.C. 3303(a)(4)), as 
amended by section 1091 of the Consumer Financial 
Protection Act of 2010, is amended by striking ‘‘Di-
rector of the Consumer Financial Protection Bu-
reau’’ and inserting ‘‘Chair of the Consumer Finan-
cial Opportunity Commission’’. 
(6) FINANCIAL LITERACY AND EDUCATION IM-
PROVEMENT ACT.—Section 513 of the Financial Lit-
eracy and Education Improvement Act (20 U.S.C. 
9702), as amended by section 1013(d)(5) of the 
Consumer Financial Protection Act of 2010, is 
amended by striking ‘‘Director’’ each place such 
term appears and inserting ‘‘Chair of the Consumer 
Financial Opportunity Commission’’. 
(7) HOME
MORTGAGE
DISCLOSURE
ACT
OF 
1975.—Section 307 of the Home Mortgage Disclo-
sure Act of 1975, as amended by section 1094(6) of 
the Consumer Financial Protection Act of 2010, is 
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amended by striking ‘‘Director of the Bureau of 
Consumer Financial Protection’’ each place such 
term appears and inserting ‘‘Consumer Financial 
Opportunity Commission’’. 
(8) INTERSTATE
LAND
SALES
FULL
DISCLO-
SURE ACT.—The Interstate Land Sales Full Disclo-
sure Act, as amended by section 1098A of the Con-
sumer Financial Protection Act of 2010, is amend-
ed— 
(A) by amending section 1402(1) to read 
as follows: 
‘‘(1) ‘Chair’ means the Chair of the Consumer 
Financial Opportunity Commission;’’; and 
(B) in section 1416(a), by striking ‘‘Direc-
tor of the Bureau of Consumer Financial Pro-
tection’’ and inserting ‘‘Chair’’. 
(9) REAL ESTATE SETTLEMENT PROCEDURES 
ACT OF 1974.—Section 5 of the Real Estate Settle-
ment Procedures Act of 1974 (12 U.S.C. 2604), as 
amended by section 1450 of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, is 
amended— 
(A) by striking ‘‘The Director of the Bu-
reau of Consumer Financial Protection (here-
after in this section referred to as the ‘Direc-
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SEC. 312. BRINGING THE COMMISSION INTO THE REGULAR 
APPROPRIATIONS PROCESS. 
Section 1017 of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5497) is amended— 
(1) in subsection (a)— 
(A) by amending the heading of such sub-
section to read as follows: ‘‘BUDGET, FINAN-
CIAL MANAGEMENT, AND AUDIT.—’’; 
(B) by striking paragraphs (1), (2), and 
(3); 
(C) by redesignating paragraphs (4) and 
(5) as paragraphs (1) and (2), respectively; and 
(D) by striking subparagraphs (E) and (F) 
of paragraph (1), as so redesignated; 
(2) by striking subsections (b) and (c); 
(3) by redesignating subsections (d) and (e) as 
subsections (b) and (c), respectively; and 
(4) in subsection (c), as so redesignated— 
(A) by striking paragraphs (1), (2), and 
(3) and inserting the following: 
‘‘(1) AUTHORIZATION
OF
APPROPRIATIONS.— 
There is authorized to be appropriated to the Com-
mission for fiscal year 2017 an amount equal to the 
aggregate amount of funds transferred by the Board 
of Governors to the Bureau of Consumer Financial 
Protection during fiscal year 2015.’’; and 
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(B) by redesignating paragraph (4) as 
paragraph (2). 
SEC. 313. CONSUMER FINANCIAL OPPORTUNITY COMMIS-
SION INSPECTOR GENERAL REFORM. 
(a) APPOINTMENT OF INSPECTOR GENERAL.—The 
Inspector General Act of 1978 (5 U.S.C. App.) is amend-
ed— 
(1) in section 8G— 
(A) in subsection (a)(2), by striking ‘‘and 
the Bureau of Consumer Financial Protection’’; 
(B) in subsection (c), by striking ‘‘For 
purposes of implementing this section’’ and all 
that follows through the end of the subsection; 
and 
(C) in subsection (g)(3), by striking ‘‘and 
the Bureau of Consumer Financial Protection’’; 
and 
(2) in section 12— 
(A) in paragraph (1), by inserting ‘‘the 
Consumer Financial Opportunity Commission;’’ 
after ‘‘the President of the Export-Import 
Bank;’’; and 
(B) in paragraph (2), by inserting ‘‘the 
Consumer Financial Opportunity Commission,’’ 
after ‘‘the Export-Import Bank,’’. 
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(b) REQUIREMENTS FOR THE INSPECTOR GENERAL 
FOR THE CONSUMER FINANCIAL OPPORTUNITY COMMIS-
SION.— 
(1) ESTABLISHMENT.—Section 1011 of the 
Consumer Financial Protection Act of 2010 (12 
U.S.C. 5491), as amended by section 311, is further 
amended— 
(A) by adding at the end the following: 
‘‘(i) INSPECTOR GENERAL.—There is established the 
position of the Inspector General of the Commission.’’; 
and 
(B) in subsection (d), by striking ‘‘or Dep-
uty Director’’ each place such term appears and 
inserting ‘‘, Deputy Director, or Inspector Gen-
eral’’. 
(2) HEARINGS.—Section 1016 of the Consumer 
Financial Protection Act of 2010 (12 U.S.C. 5496) 
is amended by inserting after subsection (c) the fol-
lowing: 
‘‘(d) ADDITIONAL REQUIREMENT
FOR INSPECTOR 
GENERAL.—On a separate occasion from that described 
in subsection (a), the Inspector General of the Commission 
shall appear, upon invitation, before the Committee on 
Banking, Housing, and Urban Affairs of the Senate and 
the Committee on Financial Services and the Committee 
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on Energy and Commerce of the House of Representatives 
at semi-annual hearings regarding the reports required 
under subsection (b) and the reports required under sec-
tion 5 of the Inspector General Act of 1978 (5 U.S.C. 
App.).’’. 
(3) PARTICIPATION
IN
THE
COUNCIL
OF
IN-
SPECTORS GENERAL ON FINANCIAL OVERSIGHT.— 
Section 989E(a)(1) of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act is amended by 
adding at the end the following: 
‘‘(J) The Consumer Financial Opportunity 
Commission.’’. 
(4) DEADLINE FOR APPOINTMENT.—Not later 
than 60 days after the date of the enactment of this 
Act, the President shall appoint an Inspector Gen-
eral for the Consumer Financial Opportunity Com-
mission in accordance with section 3 of the Inspector 
General Act of 1978 (5 U.S.C. App.). 
(c) TRANSITION PERIOD.—The Inspector General of 
the Board of Governors of the Federal Reserve System 
and the Bureau of Consumer Financial Protection shall 
serve in that position until the confirmation of an Inspec-
tor General for the Consumer Financial Opportunity Com-
mission. At that time, the Inspector General of the Board 
of Governors of the Federal Reserve System and the Bu-
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reau of Consumer Financial Protection shall become the 
Inspector General of the Board of Governors of the Fed-
eral Reserve System. 
SEC. 314. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 
COMMISSION TO SEEK SANCTIONS BY FILING 
CIVIL ACTIONS; ADJUDICATIONS DEEMED AC-
TIONS. 
Section 1053 of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5563) is amended by adding at 
the end the following: 
‘‘(f) PRIVATE PARTIES AUTHORIZED
TO COMPEL 
THE COMMISSION TO SEEK SANCTIONS BY FILING CIVIL 
ACTIONS.— 
‘‘(1) TERMINATION OF ADMINISTRATIVE PRO-
CEEDING.—In the case of any person who is a party 
to a proceeding brought by the Commission under 
this section, to which chapter 5 of title 5, United 
States Code, applies, and against whom an order im-
posing a cease and desist order or a penalty may be 
issued at the conclusion of the proceeding, that per-
son may, not later than 20 days after receiving no-
tice of such proceeding, and at that person’s discre-
tion, require the Commission to terminate the pro-
ceeding. 
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‘‘(2) CIVIL ACTION AUTHORIZED.—If a person 
requires the Commission to terminate a proceeding 
pursuant to paragraph (1), the Commission may 
bring a civil action against that person for the same 
remedy that might be imposed. 
‘‘(g) ADJUDICATIONS DEEMED ACTIONS.—Any ad-
ministrative adjudication commenced under this section 
shall be deemed an ‘action’ for purposes of section 
1054(g).’’. 
SEC. 315. CIVIL INVESTIGATIVE DEMANDS TO BE AP-
PEALED TO COURTS. 
Section 1052 of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5562) is amended— 
(1) in subsection (c)— 
(A) in paragraph (2), by inserting after 
‘‘shall state’’ the following: ‘‘with specificity’’; 
and 
(B) by adding at the end the following: 
‘‘(14) MEETING REQUIREMENT.—The recipient 
of a civil investigative demand shall meet and confer 
with a Commission investigator within 30 calendar 
days after receipt of the demand to discuss and at-
tempt to resolve all issues regarding compliance with 
the civil investigative demand, unless the Commis-
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sion grants an extension requested by such recipi-
ent.’’; 
(2) in subsection (f)— 
(A) by amending paragraph (1) to read as 
follows: 
‘‘(1) IN
GENERAL.—Not later than 45 days 
after the service of any civil investigative demand 
upon any person under subsection (c), or at any 
time before the return date specified in the demand, 
whichever period is shorter, or within such period ex-
ceeding 45 days after service or in excess of such re-
turn date as may be prescribed in writing, subse-
quent to service, by any Commission investigator 
named in the demand, such person may file, in the 
district court of the United States for any judicial 
district in which such person resides, is found, or 
transacts business, a petition for an order modifying 
or setting aside the demand.’’; and 
(B) in paragraph (2), by striking ‘‘at the 
Bureau’’; and 
(3) in subsection (h)— 
(A) by striking ‘‘(1) IN GENERAL.—’’ ; and 
(B) by striking paragraph (2). 
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100 
SEC. 316. COMMISSION DUAL MANDATE AND ECONOMIC 
ANALYSIS. 
(a) PURPOSE.—Section 1021(a) of the Consumer Fi-
nancial Protection Act of 2010 (12 U.S.C. 5511(a)) is 
amended— 
(1) by striking ‘‘fair, transparent, and competi-
tive’’ and inserting: ‘‘fair and transparent’’; and 
(2) by adding at the end the following: ‘‘In ad-
dition, the Commission shall seek to implement and, 
where applicable, enforce Federal consumer financial 
law consistently for the purpose of strengthening 
participation in markets by covered persons, without 
Government interference or subsidies, to increase 
competition and enhance consumer choice.’’; and 
(b) OFFICE OF ECONOMIC ANALYSIS.— 
(1) IN GENERAL.—Section 1013 of the Con-
sumer Financial Protection Act of 2010 (12 U.S.C. 
5493) is amended by adding at the end the fol-
lowing: 
‘‘(h) OFFICE OF ECONOMIC ANALYSIS.— 
‘‘(1) ESTABLISHMENT.—The Chair shall estab-
lish an Office of Economic Analysis. 
‘‘(2) REVIEW AND ASSESSMENT OF PROPOSED 
RULES AND REGULATIONS.—The Office of Economic 
Analysis shall— 
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101 
‘‘(A) review all proposed rules and regula-
tions of the Commission; 
‘‘(B) assess the impact of such rules and 
regulations on consumer choice, price, and ac-
cess to credit products; and 
‘‘(C) publish a report on such reviews and 
assessments in the Federal Register. 
‘‘(3) MEASURING EXISTING RULES AND REGU-
LATIONS.—The Office of Economic Analysis shall— 
‘‘(A) review each rule and regulation 
issued by the Commission after 1, 2, 5, and 10 
years; 
‘‘(B) measure the rule or regulation’s suc-
cess in solving the problem that the rule or reg-
ulation was intended to solve when issued; and 
‘‘(C) publish a report on such review and 
measurement in the Federal Register.’’. 
(2) CONSIDERATION OF REVIEW AND ASSESS-
MENT; 
RULEMAKING
REQUIREMENTS.—Section 
1022(b) of the Consumer Financial Protection Act 
of 2010 (12 U.S.C. 5512(b)) is amended by adding 
at the end the following: 
‘‘(5) CONSIDERATION OF REVIEW AND ASSESS-
MENT BY THE OFFICE OF ECONOMIC ANALYSIS.— 
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102 
‘‘(A) IN
GENERAL.—Before issuing any 
rule or regulation, the Chair shall consider the 
review and assessment of such rule or regula-
tion carried out by the Office of Economic 
Analysis. 
‘‘(B) NOTICE
OF
DISAGREEMENT.—If a 
member of the Commission disagrees with any 
part of a review and assessment described 
under subparagraph (A) with respect to any 
rule or regulation, the member shall accompany 
any such rule or regulation with a statement 
explaining why the member so disagrees. 
‘‘(6) IDENTIFICATION
OF
PROBLEMS
AND 
METRICS FOR JUDGING SUCCESS.— 
‘‘(A) IN
GENERAL.—The Chair shall, in 
each proposed rulemaking of the Commission— 
‘‘(i) identify the problem that the par-
ticular rule or regulations is seeking to 
solve; and 
‘‘(ii) specify the metrics by which the 
Commission will measure the success of 
the rule or regulation in solving such prob-
lem. 
‘‘(B) REQUIRED
METRICS.—The metrics 
specified under subparagraph (A)(ii) shall in-
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103 
clude a measurement of changes to consumer 
access to, and cost of, consumer financial prod-
ucts and services.’’. 
(c) AVOIDANCE OF DUPLICATIVE OR UNNECESSARY 
ANALYSES.—The Commission may perform any of the 
analyses required by this section in conjunction with, or 
as part of, any other agenda or analysis required by any 
other provision of law, if such other agenda or analysis 
satisfies the provisions of this section. 
SEC. 317. NO DEFERENCE TO COMMISSION INTERPRETA-
TION. 
The Consumer Financial Protection Act of 2010 (12 
U.S.C. 5481 et seq.) is amended— 
(1) in section 1022(b)(4)— 
(A) by striking ‘‘(A) IN GENERAL.—’’; and 
(B) by striking subparagraph (B); and 
(2) in section 1061(b)(5)(E)— 
(A) by striking ‘‘affords to the—’’ and all 
that follows through ‘‘(i) Federal Trade Com-
mission’’ and inserting ‘‘affords to the Federal 
Trade Commission’’; 
(B) by striking ‘‘; or’’ and inserting a pe-
riod; and 
(C) by striking clause (ii). 
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104 
Subtitle B—Administrative 
Enhancements 
SEC. 321. COMMISSION ADVISORY BOARDS. 
(a) IN GENERAL.—The Consumer Financial Protec-
tion Act of 2010 is amended by inserting after section 
1014 (12 U.S.C. 5494) the following new section: 
‘‘SEC. 1014A. ADVISORY BOARDS. 
‘‘(a) SMALL BUSINESS ADVISORY BOARD.— 
‘‘(1) ESTABLISHMENT.—The Commission shall 
establish a Small Business Advisory Board— 
‘‘(A) to advise and consult with the Com-
mission in the exercise of the Commission’s 
functions under the Federal consumer financial 
laws applicable to eligible financial products or 
services; and 
‘‘(B) to provide information on emerging 
practices of small business concerns that pro-
vide eligible financial products or services, in-
cluding regional trends, concerns, and other rel-
evant information. 
‘‘(2) MEMBERSHIP.— 
‘‘(A) NUMBER.—The Commission shall ap-
point no fewer than 15 and no more than 20 
members to the Small Business Advisory 
Board. 
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105 
‘‘(B) 
QUALIFICATION.—Members 
ap-
pointed pursuant to subparagraph (A) shall be 
representatives of small business concerns 
that— 
‘‘(i) provide eligible financial products 
or services; 
‘‘(ii) are service providers to covered 
persons; and 
‘‘(iii) use consumer financial products 
or services in financing the business activi-
ties of such concern. 
‘‘(3) MEETINGS.—The Small Business Advisory 
Board— 
‘‘(A) shall meet from time to time at the 
call of the Commission; and 
‘‘(B) shall meet at least twice each year. 
‘‘(b) CREDIT UNION ADVISORY COUNCIL.— 
‘‘(1) ESTABLISHMENT.—The Commission shall 
establish a Credit Union Advisory Council to advise 
and consult with the Commission on consumer fi-
nancial products or services that impact credit 
unions. 
‘‘(2) MEMBERSHIP.—The Commission shall ap-
point no fewer than 15 and no more than 20 mem-
bers to the Credit Union Advisory Council. 
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‘‘(3) MEETINGS.—The Credit Union Advisory 
Council— 
‘‘(A) shall meet from time to time at the 
call of the Commission; and 
‘‘(B) shall meet at least twice each year. 
‘‘(c) COMMUNITY BANK ADVISORY COUNCIL.— 
‘‘(1) ESTABLISHMENT.—The Commission shall 
establish a Community Bank Advisory Council to 
advise and consult with the Commission on con-
sumer financial products or services that impact 
community banks. 
‘‘(2) MEMBERSHIP.—The Commission shall ap-
point no fewer than 15 and no more than 20 mem-
bers to the Community Bank Advisory Council. 
‘‘(3) MEETINGS.—The Community Bank Advi-
sory Council— 
‘‘(A) shall meet from time to time at the 
call of the Commission; and 
‘‘(B) shall meet at least twice each year. 
‘‘(d) COMPENSATION
AND TRAVEL EXPENSES.— 
Members of the Small Business Advisory Board, the Cred-
it Union Advisory Council, or the Community Bank Advi-
sory Council who are not full-time employees of the United 
States shall— 
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‘‘(1) be entitled to receive compensation at a 
rate fixed by the Commission while attending meet-
ings of the Small Business Advisory Board, the 
Credit Union Advisory Council, or the Community 
Bank Advisory Council, including travel time; and 
‘‘(2) be allowed travel expenses, including trans-
portation and subsistence, while away from their 
homes or regular places of business. 
‘‘(e) DEFINITIONS.—In this section— 
‘‘(1) the term ‘eligible financial product or serv-
ice’ means a financial product or service that is of-
fered or provided for use by consumers primarily for 
personal, family, or household purposes as described 
in clause (i), (iii), (v), (vi), or (ix) of section 
1002(15)(A); and 
‘‘(2) the term ‘small business concern’ has the 
meaning given such term in section 3 of the Small 
Business Act (15 U.S.C. 632).’’. 
(b) TABLE OF CONTENTS AMENDMENT.—The table 
of contents in section 1 of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (12 U.S.C. 5301 
et seq.) is amended by inserting after the item relating 
to section 1014 the following new item: 
‘‘Sec. 1014A. Advisory Boards.’’. 
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SEC. 322. ADVISORY OPINIONS. 
Section 1022(b) of the Consumer Financial Protec-
tion Act of 2010 (12 U.S.C. 5512(b)), as amended by sec-
tion 316, is further amended by adding at the end the 
following: 
‘‘(7) ADVISORY OPINIONS.— 
‘‘(A) ESTABLISHING PROCEDURES.— 
‘‘(i) IN
GENERAL.—The Chair shall 
establish a procedure and, as necessary, 
promulgate rules to provide written opin-
ions in response to inquiries concerning the 
conformance of specific conduct with Fed-
eral consumer financial law. In establishing 
the procedure the Chair shall consult with 
the prudential regulators and such other 
Federal departments and agencies as the 
Chair determines appropriate, and obtain 
the views of all interested persons through 
a public notice and comment period. 
‘‘(ii) SCOPE OF REQUEST.—A request 
for an opinion under this paragraph must 
relate to specific proposed or prospective 
conduct by a covered person contemplating 
the proposed or prospective conduct. 
‘‘(iii) SUBMISSION.—A request for an 
opinion under this paragraph may be sub-
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mitted to the Chair either by or on behalf 
of a covered person. 
‘‘(iv) 
RIGHT
TO
WITHDRAW
IN-
QUIRY.—Any inquiry under this paragraph 
may be withdrawn at any time prior to the 
Chair issuing an opinion in response to 
such inquiry, and any opinion based on an 
inquiry that has been withdrawn shall have 
no force or effect. 
‘‘(B) ISSUANCE OF OPINIONS.— 
‘‘(i) IN GENERAL.—The Chair shall, 
within 90 days of receiving the request for 
an opinion under this paragraph, either— 
‘‘(I) issue an opinion stating 
whether the described conduct would 
violate Federal consumer financial 
law; 
‘‘(II) if permissible under clause 
(iii), deny the request; or 
‘‘(III) explain why it is not fea-
sible to issue an opinion. 
‘‘(ii) 
EXTENSION.—Notwithstanding 
clause (i), if the Chair determines that the 
Commission requires additional time to 
issue an opinion, the Chair may make a 
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single extension of the deadline of 90 days 
or less. 
‘‘(iii) DENIAL
OF
REQUESTS.—The 
Chair shall not issue an opinion, and shall 
so inform the requestor, if the request for 
an opinion— 
‘‘(I) asks a general question of 
interpretation; 
‘‘(II) asks about a hypothetical 
situation; 
‘‘(III) asks about the conduct of 
someone other than the covered per-
son on whose behalf the request is 
made; 
‘‘(IV) asks about past conduct 
that the covered person on whose be-
half the request is made does not plan 
to continue in the future; or 
‘‘(V) fails to provide necessary 
supporting information requested by 
the Commission within a reasonable 
time established by the Commission. 
‘‘(iv) 
AMENDMENT
AND
REVOCA-
TION.—An advisory opinion issued under 
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this paragraph may be amended or revoked 
at any time. 
‘‘(v) PUBLIC DISCLOSURE.—An opin-
ion rendered pursuant to this paragraph 
shall be placed in the Commission’s public 
record 90 days after the requesting party 
has received the advice, subject to any lim-
itations on public disclosure arising from 
statutory restrictions, Commission regula-
tions, or the public interest. The Commis-
sion shall redact any personal, confidential, 
or identifying information about the cov-
ered person or any other persons men-
tioned in the advisory opinion, unless the 
covered person consents to such disclosure. 
‘‘(vi) REPORT
TO
CONGRESS.—The 
Commission shall, concurrent with the 
semi-annual report required under section 
1016(b), submit information regarding the 
number of requests for an advisory opinion 
received, the subject of each request, the 
number of requests denied pursuant to 
clause (iii), and the time needed to respond 
to each request. 
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‘‘(C) RELIANCE ON OPINION.—Any person 
may rely on an opinion issued by the Chair pur-
suant to this paragraph that has not been 
amended or withdrawn. No liability under Fed-
eral consumer financial law shall attach to con-
duct consistent with an advisory opinion that 
had not been amended or withdrawn at the time 
the conduct was undertaken. 
‘‘(D) CONFIDENTIALITY.—Any document 
or other material that is received by the Com-
mission or any other Federal department or 
agency in connection with an inquiry under this 
paragraph shall be exempt from disclosure 
under section 552 of title 5, United States Code 
(commonly referred to as the ‘Freedom of In-
formation Act’) and may not, except with the 
consent of the covered person making such in-
quiry, be made publicly available, regardless of 
whether the Chair responds to such inquiry or 
the covered person withdraws such inquiry be-
fore receiving an opinion. 
‘‘(E) 
ASSISTANCE
FOR
SMALL
BUSI-
NESSES.— 
‘‘(i) IN GENERAL.—The Commission 
shall assist, to the maximum extent prac-
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ticable, small businesses in preparing in-
quiries under this paragraph. 
‘‘(ii) SMALL
BUSINESS
DEFINED.— 
For purposes of this subparagraph, the 
term ‘small business’ has the meaning 
given the term ‘small business concern’ 
under section 3 of the Small Business Act 
(15 U.S.C. 632). 
‘‘(F) INQUIRY FEE.— 
‘‘(i) IN
GENERAL.—The Chair shall 
develop a system to charge a fee for each 
inquiry made under this paragraph in an 
amount sufficient, in the aggregate, to pay 
for the cost of carrying out this paragraph. 
‘‘(ii) NOTICE
AND
COMMENT.—Not 
later than 45 days after the date of the en-
actment of this paragraph, the Chair shall 
publish a description of the fee system de-
scribed in clause (i) in the Federal Reg-
ister and shall solicit comments from the 
public for a period of 60 days after publi-
cation. 
‘‘(iii) FINALIZATION.—The Chair shall 
publish a final description of the fee sys-
tem and implement such fee system not 
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later than 30 days after the end of the 
public comment period described in clause 
(ii).’’. 
SEC. 323. REFORM OF CONSUMER FINANCIAL CIVIL PEN-
ALTY FUND. 
(a) SEGREGATED ACCOUNTS.—Section 1017(b) of 
the Consumer Financial Protection Act of 2010, as redes-
ignated by section 312, is amended by redesignating para-
graph (2) as paragraph (3), and by inserting after para-
graph (1) the following new paragraph: 
‘‘(2) SEGREGATED
ACCOUNTS
IN
CIVIL
PEN-
ALTY FUND.— 
‘‘(A) IN GENERAL.—The Commission shall 
establish and maintain a segregated account in 
the Civil Penalty Fund each time the Commis-
sion obtains a civil penalty against any person 
in any judicial or administrative action under 
Federal consumer financial laws. 
‘‘(B) DEPOSITS
IN
SEGREGATED
AC-
COUNTS.—The Commission shall deposit each 
civil penalty collected into the segregated ac-
count established for such penalty under sub-
paragraph (A).’’. 
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(b) PAYMENT TO VICTIMS.—Paragraph (3) of section 
1017(b) of such Act, as redesignated by subsection (a), 
is amended to read as follows: 
‘‘(3) PAYMENT TO VICTIMS.— 
‘‘(A) IN GENERAL.— 
‘‘(i) IDENTIFICATION OF CLASS.—Not 
later than 60 days after the date of deposit 
of amounts in a segregated account in the 
Civil Penalty Fund, the Commission shall 
identify the class of victims of the violation 
of Federal consumer financial laws for 
which such amounts were collected and de-
posited under paragraph (2). 
‘‘(ii) PAYMENTS.—The Commission, 
within 2 years after the date on which 
such class of victims is identified, shall lo-
cate and make payments from such 
amounts to each victim. 
‘‘(B) FUNDS DEPOSITED IN TREASURY.— 
‘‘(i) IN GENERAL.—The Commission 
shall deposit into the general fund of the 
Treasury any amounts remaining in a seg-
regated account in the Civil Penalty Fund 
at the end of the 2-year period for pay-
ments to victims under subparagraph (A). 
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‘‘(ii) IMPOSSIBLE
OR
IMPRACTICAL 
PAYMENTS.—If the Commission deter-
mines before the end of the 2-year period 
for payments to victims under subpara-
graph (A) that such victims cannot be lo-
cated or payments to such victims are oth-
erwise not practicable, the Commission 
shall deposit into the general fund of the 
Treasury the amounts in the segregated 
account in the Civil Penalty Fund.’’. 
(c) CONFORMING AMENDMENT.—Paragraph (1) of 
such section 1017(b) of the Consumer Financial Protec-
tion Act of 2010 (12 U.S.C. 5497(d)(1)) is amended by 
striking the last sentence. 
(d) EFFECTIVE DATE.— 
(1) IN GENERAL.—The amendments made by 
this section shall apply with respect to civil penalties 
collected after the date of enactment of this Act. 
(2) AMOUNTS IN CONSUMER FINANCIAL CIVIL 
PENALTY FUND ON DATE OF ENACTMENT.—With 
respect to amounts in the Consumer Financial Civil 
Penalty Fund on the date of enactment of this Act 
that were not allocated for consumer education and 
financial literacy programs on or before September 
30, 2015, the Consumer Financial Opportunity 
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Commission shall separate such amounts into seg-
regated accounts in accordance with, and for pur-
poses of, section 1017(d) of the Consumer Financial 
Protection Act of 2010, as amended by this section. 
The date of deposit of such amounts shall be deemed 
to be the date of enactment of this Act. 
SEC. 324. COMMISSION RESEARCH PAPER TRANSPARENCY. 
Section 1013 of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5493), as amended by section 316, 
is further amended by adding at the end the following: 
‘‘(i) RESEARCH PAPER TRANSPARENCY.—Any time 
the Commission, either through the research unit estab-
lished by the Chair under subsection (b)(1) or otherwise, 
issues a research paper that is available to the public, the 
Commission shall accompany such paper with all studies, 
data, and other analyses on which the paper was based.’’. 
SEC. 325. COMMISSION PAY FAIRNESS. 
(a) IN GENERAL.—Section 1013(a)(2) of the Con-
sumer Financial Protection Act of 2010 (12 U.S.C. 
5493(a)(2)) is amended to read as follows: 
‘‘(2) COMPENSATION.—The rates of basic pay 
for all employees of the Commission shall be set and 
adjusted by the Commission in accordance with the 
General Schedule set forth in section 5332 of title 
5, United States Code.’’. 
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(b) EFFECTIVE DATE.—The amendment made by 
subsection (a) shall apply to service by an employee of the 
Consumer Financial Opportunity Commission following 
the 90-day period beginning on the date of enactment of 
this Act. 
SEC. 326. SEPARATION OF MARKET MONITORING FUNC-
TIONS AND SUPERVISORY FUNCTIONS. 
The Consumer Financial Protection Act of 2010 (12 
U.S.C. 5481 et seq.) is amended— 
(1) in section 1022(c)— 
(A) in paragraph (1), by striking ‘‘In order 
to support its rulemaking and other functions, 
the’’ and inserting ‘‘The’’; and 
(B) in paragraph (4)— 
(i) in subparagraph (A), by inserting 
after ‘‘gather information’’ the following: 
‘‘on a sampling basis’’; 
(ii) in subparagraph (B)— 
(I) in clause (i), by striking ‘‘a 
variety of sources, including examina-
tion reports concerning covered per-
sons or service providers’’; and 
(II) in clause (ii), by inserting 
after ‘‘require’’ the following: ‘‘, on a 
sampling basis,’’; and 
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(iii) in subparagraph (C), by inserting 
before the period the following: ‘‘or for 
purposes of assessing such covered per-
sons’ or service providers’ compliance with 
the requirements of Federal consumer fi-
nancial law’’; 
(2) in section 1024(b)(1)— 
(A) in subparagraph (A), by adding ‘‘and’’ 
at the end; 
(B) in subparagraph (B), by striking ‘‘; 
and’’ and inserting a period; and 
(C) by striking subparagraph (C); 
(3) in section 1025(b)(1)— 
(A) in subparagraph (A), by adding ‘‘and’’ 
at the end; 
(B) in subparagraph (B), by striking ‘‘; 
and’’ and inserting a period; and 
(C) by striking subparagraph (C); and 
(4) in section 1026(b), by striking ‘‘, and to as-
sess and detect risks to consumers and consumer fi-
nancial markets’’. 
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SEC. 327. REQUIREMENT TO VERIFY INFORMATION IN THE 
COMPLAINT DATABASE BEFORE IT MAY BE 
RELEASED TO THE GENERAL PUBLIC. 
Section 1013(b)(3)(A) of the Consumer Financial 
Protection Act of 2010 (12 U.S.C. 5493(b)(3)(A)) is 
amended by adding at the end the following: ‘‘The Chair 
may not make any information about a consumer com-
plaint in such database available to the public without first 
verifying the accuracy of all facts alleged in such com-
plaint.’’. 
SEC. 328. COMMISSION SUPERVISION LIMITED TO BANKS, 
THRIFTS, AND CREDIT UNIONS WITH GREAT-
ER THAN $50 BILLION IN ASSETS. 
The Consumer Financial Protection Act of 2010 (12 
U.S.C. 5481 et seq.) is amended— 
(1) 
in 
section 
1025(a), 
by 
striking 
‘‘$10,000,000,000’’ each place such term appears 
and inserting ‘‘$50,000,000,000’’; and 
(2) 
in 
section 
1026(a), 
by 
striking 
‘‘$10,000,000,000’’ each place such term appears 
and inserting ‘‘$50,000,000,000’’. 
SEC. 329. TRANSFER OF OLD OTS BUILDING FROM OCC TO 
GSA. 
Not later than 180 days after the date of enactment 
of this Act, the Chair of the Board of Directors of the 
Office of the Comptroller of the Currency shall transfer 
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administrative jurisdiction over the Federal property lo-
cated at 1700 G Street, Northwest, in the District of Co-
lumbia to the Administrator of General Services. 
Subtitle C—Policy Enhancements 
SEC. 331. CONSUMER RIGHT TO FINANCIAL PRIVACY. 
(a) REQUIREMENT OF THE COMMISSION TO OBTAIN 
PERMISSION BEFORE COLLECTING NONPUBLIC PER-
SONAL INFORMATION.— 
(1) REQUIRED
NOTIFICATION
AND
PERMIS-
SION.—Section 1022(c)(9)(A) of the Consumer Fi-
nancial 
Protection 
Act 
of 
2010 
(12 
U.S.C. 
5512(c)(9)(A)) is amended— 
(A) by striking ‘‘may not obtain from a 
covered person or service provider’’ and insert-
ing ‘‘may not request, obtain, access, collect, 
use, retain, or disclose’’; 
(B) by striking ‘‘personally identifiable fi-
nancial’’ and inserting ‘‘nonpublic personal’’; 
and 
(C) by striking ‘‘from the financial 
records’’ and all that follows through the period 
at the end and inserting ‘‘unless— 
‘‘(i) the Commission clearly and con-
spicuously discloses to the consumer, in 
writing or in an electronic form, what in-
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formation will be requested, obtained, 
accessed, collected, used, retained, or dis-
closed; and 
‘‘(ii) before such information is re-
quested, obtained, accessed, collected, used, 
retained, or disclosed, the consumer in-
forms the Commission that such informa-
tion may be requested, obtained, accessed, 
collected, used, retained, or disclosed.’’. 
(2) APPLICATION OF REQUIREMENT TO CON-
TRACTORS
OF
THE
COMMISSION.—Section 
1022(c)(9)(B) 
of 
such 
Act 
(12 
U.S.C. 
5512(c)(9)(B)) is amended to read as follows: 
‘‘(B) APPLICATION OF REQUIREMENT TO 
CONTRACTORS OF THE COMMISSION.—Subpara-
graph (A) shall apply to any person directed or 
engaged by the Commission to collect informa-
tion to the extent such information is being col-
lected on behalf of the Commission.’’. 
(3) DEFINITION OF NONPUBLIC PERSONAL IN-
FORMATION.—Section 1022(c)(9) of such Act (12 
U.S.C. 5512(c)(9)) is amended by adding at the end 
the following: 
‘‘(C) DEFINITION
OF
NONPUBLIC
PER-
SONAL INFORMATION.—In this paragraph, the 
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term ‘nonpublic personal information’ has the 
meaning given the term in section 509 of the 
Gramm-Leach-Bliley Act (15 U.S.C. 6809).’’. 
(b) REMOVAL OF EXEMPTION FOR THE COMMISSION 
FROM THE RIGHT TO FINANCIAL PRIVACY ACT.—Section 
1113 of the Right to Financial Privacy Act of 1978 (12 
U.S.C. 3413) is amended by striking subsection (r). 
SEC. 332. REPEAL OF COUNCIL AUTHORITY TO SET ASIDE 
BUREAU RULES AND REQUIREMENT OF SAFE-
TY AND SOUNDNESS CONSIDERATIONS WHEN 
ISSUING RULES. 
(a) REPEAL OF AUTHORITY.— 
(1) IN GENERAL.—Section 1023 of the Con-
sumer Financial Protection Act of 2010 (12 U.S.C. 
5513) is hereby repealed. 
(2) 
CONFORMING
AMENDMENT.—Section 
1022(b)(2)(C) of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5512(b)(2)(C)) is amended 
by striking ‘‘, except that nothing in this clause shall 
be construed as altering or limiting the procedures 
under section 1023 that may apply to any rule pre-
scribed by the Bureau of Consumer Financial Pro-
tection’’. 
(3) CLERICAL AMENDMENT.—The table of con-
tents under section 1(b) of the Dodd-Frank Wall 
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124 
Street Reform and Consumer Protection Act is 
amended by striking the item relating to section 
1023. 
(b) SAFETY
AND
SOUNDNESS
CHECK.—Section 
1022(b)(2)(A) of the Consumer Financial Protection Act 
of 2010 (12 U.S.C. 5512(b)(2)(A)) is amended— 
(1) in clause (i), by striking ‘‘and’’ at the end; 
(2) in clause (ii), by adding ‘‘and’’ at the end; 
and 
(3) by adding at the end the following: 
‘‘(iii) the impact of such rule on the 
financial safety or soundness of an insured 
depository institution;’’. 
SEC. 333. STATE AND TRIBAL PAYDAY LOAN REGULATION 5- 
YEAR EXEMPTION. 
Section 1022 of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5512) is amended by adding at 
the end the following: 
‘‘(e) STATE AND TRIBAL PAYDAY LOAN REGULATION 
5-YEAR EXEMPTION.— 
‘‘(1) IN GENERAL.—With respect to a final rule 
or regulation issued by the Bureau of Consumer Fi-
nancial Protection to regulate payday loans, vehicle 
title loans, or other similar loans, if a State or a fed-
erally recognized Indian tribe requests, in writing, 
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for the Commission to provide the State or tribe 
with a waiver from such rule or regulation, the Com-
mission shall grant a 5-year waiver to such State or 
tribe, during which such rule or regulation shall not 
apply within such State or land held in trust for the 
benefit of such federally recognized Indian tribe. 
‘‘(2) EXTENSION OF WAIVER.—A State or a 
federally recognized Indian tribe receiving a waiver 
under paragraph (1) shall have the right to an un-
limited number of 5-year extensions of such waiver, 
which shall be granted upon the request, in writing, 
for such waiver by the State or tribe.’’. 
SEC. 334. REFORMING INDIRECT AUTO FINANCING GUID-
ANCE. 
(a) NULLIFICATION
OF
AUTO
LENDING
GUID-
ANCE.—Bulletin 2013–02 of the Bureau of Consumer Fi-
nancial Protection (published March 21, 2013) shall have 
no force or effect. 
(b) GUIDANCE REQUIREMENTS.—Section 1022(b) of 
the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5512(b)), as amended by section 322, is further 
amended by adding at the end the following: 
‘‘(8) GUIDANCE
ON
INDIRECT
AUTO
FINANC-
ING.—In proposing and issuing guidance primarily 
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related to indirect auto financing, the Commission 
shall— 
‘‘(A) provide for a public notice and com-
ment period before issuing the guidance in final 
form; 
‘‘(B) make available to the public, includ-
ing on the website of the Commission, all stud-
ies, data, methodologies, analyses, and other in-
formation relied on by the Commission in pre-
paring such guidance; 
‘‘(C) redact any information that is exempt 
from disclosure under paragraph (3), (4), (6), 
(7), or (8) of section 552(b) of title 5, United 
States Code; 
‘‘(D) consult with the Board of Governors 
of the Federal Reserve System, the Federal 
Trade Commission, and the Department of Jus-
tice; and 
‘‘(E) conduct a study on the costs and im-
pacts of such guidance to consumers and 
women-owned, minority-owned, veteran-owned, 
and small businesses, including consumers and 
small businesses in rural areas.’’. 
(c) RULE OF CONSTRUCTION.—Nothing in this sec-
tion shall be construed to apply to guidance issued by the 
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127 
Consumer Financial Opportunity Commission that is not 
primarily related to indirect auto financing. 
SEC. 335. PROHIBITION OF GOVERNMENT PRICE CON-
TROLS FOR PAYMENT CARD TRANSACTIONS. 
(a) IN GENERAL.—Section 1075 of the Consumer Fi-
nancial Protection Act of 2010 is hereby repealed and the 
provisions of law amended by such section are revived or 
restored as if such section had not been enacted. 
(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 
item relating to section 1075. 
SEC. 
336. 
ANNUAL 
STUDIES 
ON 
ENDING 
THE 
CON-
SERVATORSHIP OF FANNIE MAE, FREDDIE 
MAC, AND REFORMING THE HOUSING FI-
NANCE SYSTEM. 
Section 1074 of the Consumer Financial Protection 
Act of 2010 is amended— 
(1) in subsection (a)— 
(A) in paragraph (1), by inserting after 
‘‘Secretary of the Treasury shall’’ the following: 
‘‘, on an annual basis,’’; and 
(B) in paragraph (2), by striking ‘‘The 
study’’ and inserting ‘‘Each study’’; 
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128 
(2) by amending subsection (b) to read as fol-
lows: 
‘‘(b) REPORT AND RECOMMENDATIONS.—The Sec-
retary of the Treasury shall submit a report on each study 
required under subsection (a), along with recommenda-
tions developed in such study, to the President, the Com-
mittee on Banking, Housing, and Urban Affairs of the 
Senate, and the Committee on Financial Services of the 
House of Representatives.’’; and 
(3) by adding at the end the following: 
‘‘(c) APPEARANCES BEFORE CONGRESS.—The Sec-
retary of the Treasury shall appear before the Committee 
on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of 
Representatives at annual hearings regarding each report 
required under subsection (b).’’. 
SEC. 337. REMOVAL OF ‘‘ABUSIVE’’ AUTHORITY. 
The Consumer Financial Protection Act of 2010 (12 
U.S.C. 5481 et seq.) is amended— 
(1) in section 1013(g)— 
(A) by striking ‘‘, deceptive, and abusive’’ 
each place such term appears and inserting 
‘‘and deceptive’’; and 
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(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 
item relating to section 1028. 
TITLE IV—CAPITAL MARKETS 
IMPROVEMENTS 
Subtitle A—SEC Reform, 
Restructuring, and Accountability 
SEC. 401. AUTHORIZATION OF APPROPRIATIONS. 
Section 35 of the Securities Exchange Act of 1934 
(15 U.S.C. 78kk) is amended by striking paragraphs (1) 
through (5) and inserting the following: 
‘‘(1) for fiscal year 2017, $1,555,000,000; 
‘‘(2) for fiscal year 2018, $1,605,000,000; 
‘‘(3) for fiscal year 2019, $1,655,000,000; 
‘‘(4) for fiscal year 2020, $1,705,000,000; and 
‘‘(5) for fiscal year 2021, $1,755,000,000.’’. 
SEC. 402. REPORT ON UNOBLIGATED APPROPRIATIONS. 
Section 23 of the Securities Exchange Act of 1934 
(15 U.S.C. 78w) is amended by adding at the end the fol-
lowing: 
‘‘(e) REPORT ON UNOBLIGATED APPROPRIATIONS.— 
If, at the end of any fiscal year, there remain unobligated 
any funds that were appropriated to the Commission for 
such fiscal year, the Commission shall, not later than 30 
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days after the last day of such fiscal year, submit to the 
Committee on Financial Services and the Committee on 
Appropriations of the House of Representatives and the 
Committee on Banking, Housing, and Urban Affairs and 
the Committee on Appropriations of the Senate a report 
stating the amount of such unobligated funds. If there is 
any material change in the amount stated in the report, 
the Commission shall, not later than 7 days after deter-
mining the amount of the change, submit to such commit-
tees a supplementary report stating the amount of and 
reason for the change.’’. 
SEC. 403. SEC RESERVE FUND ABOLISHED. 
Section 4 of the Securities Exchange Act of 1934 (15 
U.S.C. 78d) is amended by striking subsection (i). 
SEC. 404. FEES TO OFFSET APPROPRIATIONS. 
(a) SECTION 31 OF THE SECURITIES EXCHANGE ACT 
OF 1934.—Section 31 of the Securities Exchange Act of 
1934 (15 U.S.C. 78ee) is amended— 
(1) by striking subsection (a) and inserting the 
following: 
‘‘(a) COLLECTION.—The Commission shall, in ac-
cordance with this section, collect transaction fees and as-
sessments.’’; 
(2) in subsection (i)— 
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132 
(A) in paragraph (1)(A), by inserting ‘‘ex-
cept as provided in paragraph (2),’’ before 
‘‘shall’’; and 
(B) by striking paragraph (2) and insert-
ing the following: 
‘‘(2) GENERAL REVENUE.—Any fees collected 
for a fiscal year pursuant to this section, sections 
13(e) and 14(g) of this title, and section 6(b) of the 
Securities Act of 1933 in excess of the amount pro-
vided in appropriation Acts for collection for such 
fiscal year pursuant to such sections shall be depos-
ited and credited as general revenue of the Treas-
ury.’’; 
(3) in subsection (j)— 
(A) by striking ‘‘the regular appropriation 
to the Commission by Congress for such fiscal 
year’’ each place it appears and inserting ‘‘the 
target offsetting collection amount for such fis-
cal year’’; and 
(B) in paragraph (2), by striking ‘‘sub-
section (l)’’ and inserting ‘‘subsection (l)(2)’’; 
and 
(4) by striking subsection (l) and inserting the 
following: 
‘‘(l) DEFINITIONS.—For purposes of this section: 
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‘‘(1) 
TARGET
OFFSETTING
COLLECTION 
AMOUNT.—The target offsetting collection amount 
for a fiscal year is— 
‘‘(A) for fiscal year 2017, $1,400,000,000; 
and 
‘‘(B) for each succeeding fiscal year, the 
target offsetting collection amount for the prior 
fiscal year, adjusted by the rate of inflation. 
‘‘(2) BASELINE ESTIMATE OF THE AGGREGATE 
DOLLAR AMOUNT OF SALES.—The baseline estimate 
of the aggregate dollar amount of sales for any fiscal 
year is the baseline estimate of the aggregate dollar 
amount of sales of securities (other than bonds, de-
bentures, other evidences of indebtedness, security 
futures products, and options on securities indexes 
(excluding a narrow-based security index)) to be 
transacted on each national securities exchange and 
by or through any member of each national securi-
ties association (otherwise than on a national securi-
ties exchange) during such fiscal year as determined 
by the Commission, after consultation with the Con-
gressional Budget Office and the Office of Manage-
ment and Budget, using the methodology required 
for making projections pursuant to section 257 of 
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134 
the Balanced Budget and Emergency Deficit Control 
Act of 1985.’’. 
(b) SECTION 6(b) OF
THE SECURITIES ACT
OF 
1933.—Section 6(b) of the Securities Act of 1933 (15 
U.S.C. 77f(b)) is amended— 
(1) by striking ‘‘target fee collection amount’’ 
each place it appears and inserting ‘‘target offsetting 
collection amount’’; 
(2) in paragraph (4), by striking the last sen-
tence and inserting the following: ‘‘Subject to para-
graphs (6)(B) and (7), an adjusted rate prescribed 
under paragraph (2) shall take effect on the later 
of— 
‘‘(A) the first day of the fiscal year to 
which such rate applies; or 
‘‘(B) five days after the date on which a 
regular appropriation to the Commission for 
such fiscal year is enacted.’’; 
(3) in paragraph (5), by inserting ‘‘of the Secu-
rities Exchange Act of 1934’’ after ‘‘sections 13(e) 
and 14(g)’’; 
(4) by redesignating paragraph (6) as para-
graph (8); 
(5) by inserting after paragraph (5) the fol-
lowing: 
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135 
‘‘(6) OFFSETTING
COLLECTIONS.—Fees col-
lected pursuant to this subsection for any fiscal 
year— 
‘‘(A) except as provided in section 31(i)(2) 
of the Securities Exchange Act of 1934, shall 
be deposited and credited as offsetting collec-
tions to the account providing appropriations to 
the Commission; and 
‘‘(B) except as provided in paragraph (7), 
shall not be collected for any fiscal year except 
to the extent provided in advance in appropria-
tion Acts. 
‘‘(7) LAPSE
OF
APPROPRIATION.—If on the 
first day of a fiscal year a regular appropriation to 
the Commission has not been enacted, the Commis-
sion shall continue to collect fees (as offsetting col-
lections) under this subsection at the rate in effect 
during the preceding fiscal year, until 5 days after 
the date such a regular appropriation is enacted.’’; 
and 
(6) in paragraph (8) (as so redesignated), by 
striking the heading of subparagraph (A) and insert-
ing ‘‘TARGET OFFSETTING COLLECTION AMOUNT.— 
’’. 
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(c) SECTION 13(e) OF THE SECURITIES EXCHANGE 
ACT OF 1934.—Section 13(e) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78m(e)) is amended— 
(1) by striking paragraph (5) and inserting the 
following: 
‘‘(5) OFFSETTING
COLLECTIONS.—Fees col-
lected pursuant to this subsection for any fiscal 
year— 
‘‘(A) except as provided in section 31(i)(2), 
shall be deposited and credited as offsetting col-
lections to the account providing appropriations 
to the Commission; and 
‘‘(B) except as provided in paragraph (8), 
shall not be collected for any fiscal year except 
to the extent provided in advance in appropria-
tions Acts.’’; and 
(2) by adding at the end the following: 
‘‘(8) LAPSE
OF
APPROPRIATION.—If on the 
first day of a fiscal year a regular appropriation to 
the Commission has not been enacted, the Commis-
sion shall continue to collect fees (as offsetting col-
lections) under this subsection at the rate in effect 
during the preceding fiscal year, until 5 days after 
the date such a regular appropriation is enacted.’’. 
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137 
(d) SECTION 14(g) OF THE SECURITIES EXCHANGE 
ACT OF 1934.—Section 14(g) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78n(g)) is amended— 
(1) by striking paragraph (5) and inserting the 
following: 
‘‘(5) OFFSETTING
COLLECTIONS.—Fees col-
lected pursuant to this subsection for any fiscal 
year— 
‘‘(A) except as provided in section 31(i)(2), 
shall be deposited and credited as offsetting col-
lections to the account providing appropriations 
to the Commission; and 
‘‘(B) except as provided in paragraph (8), 
shall not be collected for any fiscal year except 
to the extent provided in advance in appropria-
tions Acts.’’; 
(2) by redesignating paragraph (8) as para-
graph (9); and 
(3) by inserting after paragraph (7) the fol-
lowing: 
‘‘(8) LAPSE
OF
APPROPRIATION.—If on the 
first day of a fiscal year a regular appropriation to 
the Commission has not been enacted, the Commis-
sion shall continue to collect fees (as offsetting col-
lections) under this subsection at the rate in effect 
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138 
during the preceding fiscal year, until 5 days after 
the date such a regular appropriation is enacted.’’. 
(e) EFFECTIVE DATE.—The amendments made by 
this section— 
(1) shall apply beginning on October 1, 2016, 
except that for fiscal year 2017, the Securities and 
Exchange Commission shall publish— 
(A) the rates established under section 31 
of the Securities Exchange Act of 1934, as 
amended by this section, not later than 30 days 
after the date on which an Act making a reg-
ular appropriation to the Commission for fiscal 
year 2017 is enacted; and 
(B) the rate established under section 6(b) 
of the Securities Act of 1933, as amended by 
this section, not later than August 31, 2016; 
and 
(2) shall not apply with respect to fees for any 
fiscal year before fiscal year 2017. 
SEC. 405. IMPLEMENTATION OF RECOMMENDATIONS. 
Section 967 of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act is amended by adding at 
the end the following: 
‘‘(d) IMPLEMENTATION
OF RECOMMENDATIONS.— 
Not later than 6 months after the date of enactment of 
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139 
this subsection, the Securities and Exchange Commission 
shall complete an implementation of the recommendations 
contained in the report of the independent consultant 
issued under subsection (b) on March 10, 2011. To the 
extent that implementation of certain recommendations 
requires legislation, the Commission shall submit a report 
to Congress containing a request for legislation granting 
the Commission such authority it needs to fully implement 
such recommendations.’’. 
SEC. 406. OFFICE OF CREDIT RATINGS TO REPORT TO THE 
DIVISION OF TRADING AND MARKETS. 
Section 15E(p)(1) of the Securities Exchange Act of 
1934 (15 U.S.C. 78o–7(p)(1)) is amended— 
(1) in subparagraph (A), by striking ‘‘within 
the Commission’’ and inserting ‘‘within the Division 
of Trading and Markets’’; and 
(2) in subparagraph (B), by striking ‘‘report to 
the Chairman’’ and inserting ‘‘report to the head of 
the Division of Trading and Markets’’. 
SEC. 407. OFFICE OF MUNICIPAL SECURITIES TO REPORT 
TO THE DIVISION OF TRADING AND MAR-
KETS. 
Section 979 of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act (15 U.S.C. 78o–4a) is 
amended— 
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140 
(1) in subsection (a), by inserting ‘‘, within the 
Division of Trading and Markets,’’ after ‘‘There 
shall be in the Commission’’; and 
(2) in subsection (b), by striking ‘‘report to the 
Chairman’’ and inserting ‘‘report to the head of the 
Division of Trading and Markets’’. 
SEC. 408. INDEPENDENCE OF COMMISSION OMBUDSMAN. 
Section 4(g)(8) of the Securities Exchange Act of 
1934 (15 U.S.C. 78d(g)(8)) is amended— 
(1) in subparagraph (A), by striking ‘‘the In-
vestor Advocate shall appoint’’ and all that follows 
through ‘‘Investor Advocate’’ and inserting ‘‘the 
Chairman shall appoint an Ombudsman, who shall 
report to the Commission’’; and 
(2) in subparagraph (D)— 
(A) by striking ‘‘report to the Investor Ad-
vocate’’ and inserting ‘‘report to the Commis-
sion’’; and 
(B) by striking the last sentence. 
SEC. 409. COORDINATION WITH THE INVESTOR ADVISORY 
COMMITTEE. 
Section 39 of the Securities Exchange Act of 1934 
(15 U.S.C. 78pp) is amended— 
(1) in subsection (a)(2)(B), by striking ‘‘sub-
mit’’ and inserting, ‘‘in consultation with the Small 
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141 
Business Capital Formation Advisory Committee es-
tablished under section 40, submit’’; 
(2) in subsection (b)(1)— 
(A) in subparagraph (C), by striking 
‘‘and’’; 
(B) in subparagraph (D)(iv), by striking 
the period at the end and inserting ‘‘; and’’; 
and 
(C) by adding at the end the following: 
‘‘(E) a member of the Small Business Cap-
ital Formation Advisory Committee who shall 
be a nonvoting member.’’; and 
(3) by striking subsections (i) and (j). 
SEC. 410. DUTIES OF INVESTOR ADVOCATE. 
Section 4(g)(4) of the Securities Exchange Act of 
1934 (15 U.S.C. 78d(g)(4)) is amended— 
(1) in subparagraph (D)(ii), by striking ‘‘and’’; 
(2) in subparagraph (E), by striking the period 
at the end and inserting a semicolon; and 
(3) by adding at the end the following: 
‘‘(F) not take a position on any legislation 
pending before Congress other than a legislative 
change proposed by the Investor Advocate pur-
suant to subparagraph (E); 
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142 
‘‘(G) consult with the Advocate for Small 
Business Capital Formation on proposed rec-
ommendations made under subparagraph (E); 
and 
‘‘(H) advise the Advocate for Small Busi-
ness Capital Formation on issues related to 
small business investors.’’. 
SEC. 411. INTERNAL RISK CONTROLS. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended— 
(1) by inserting after section 4G, as added by 
this Act, the following: 
‘‘SEC. 4H. INTERNAL RISK CONTROLS. 
‘‘The Commission, in consultation with the Chief 
Economist, shall develop comprehensive internal risk con-
trol mechanisms to safeguard and govern the storage of 
all market data by the Commission, all market data shar-
ing agreements of the Commission, and all academic re-
search performed at the Commission using market data.’’; 
and 
(2) in section 3(a), by adding at the end the 
following: 
‘‘(81) CHIEF
ECONOMIST.—The term ‘Chief 
Economist’ means the Director of the Division of 
Economic and Risk Analysis, or an employee of the 
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143 
Commission with comparable authority, as deter-
mined by the Commission.’’. 
SEC. 412. APPLICABILITY OF NOTICE AND COMMENT RE-
QUIREMENTS OF THE ADMINISTRATIVE PRO-
CEDURE ACT TO GUIDANCE VOTED ON BY 
THE COMMISSION. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 4H, as added 
by this Act, the following: 
‘‘SEC. 4I. APPLICABILITY OF NOTICE AND COMMENT RE-
QUIREMENTS OF THE ADMINISTRATIVE PRO-
CEDURE ACT TO GUIDANCE VOTED ON BY 
THE COMMISSION. 
‘‘The notice and comment requirements of section 
553 of title 5, United States Code, shall also apply with 
respect to any Commission statement or guidance, includ-
ing interpretive rules, general statements of policy, or 
rules of Commission organization, procedure, or practice, 
that has the effect of implementing, interpreting, or pre-
scribing law or policy and that is voted on by the Commis-
sion.’’. 
SEC. 413. PROCESS FOR CLOSING INVESTIGATIONS. 
(a) IN GENERAL.—Not later than 180 days after the 
date of the enactment of this Act, the Securities and Ex-
change Commission shall establish a process for closing 
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investigations (including preliminary or informal inves-
tigations) that is designed to ensure that the Commission, 
in a timely manner— 
(1) makes a determination of whether or not to 
institute an administrative or judicial action in a 
matter or refer the matter to the Attorney General 
for potential criminal prosecution; and 
(2) if the Commission determines not to insti-
tute such an action or refer the matter to the Attor-
ney General, informs the persons who are the sub-
ject of the investigation that the investigation is 
closed. 
(b) RULE OF CONSTRUCTION.—Nothing in this sec-
tion shall be construed to affect the authority of the Com-
mission to re-open an investigation if the Commission ob-
tains new evidence after the investigation is closed, subject 
to any applicable statute of limitations. 
SEC. 414. ENFORCEMENT OMBUDSMAN. 
(a) IN GENERAL.—Section 4 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78d), as amended by this 
Act, is further amended by adding at the end the fol-
lowing: 
‘‘(i) ENFORCEMENT OMBUDSMAN.— 
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145 
‘‘(1) ESTABLISHMENT.—The Commission shall 
have an Enforcement Ombudsman, who shall be ap-
pointed by and report directly to the Commission. 
‘‘(2) DUTIES.—The Enforcement Ombudsman 
shall— 
‘‘(A) act as a liaison between the Commis-
sion and any person who is the subject of an in-
vestigation (including a preliminary or informal 
investigation) by the Commission or an admin-
istrative or judicial action brought by the Com-
mission in resolving problems that such persons 
may have with the Commission or the conduct 
of Commission staff; and 
‘‘(B) establish safeguards to maintain the 
confidentiality of communications between the 
persons described in subparagraph (A) and the 
Enforcement Ombudsman. 
‘‘(3) LIMITATION.—In carrying out the duties 
of the Enforcement Ombudsman under paragraph 
(2), the Enforcement Ombudsman shall utilize per-
sonnel of the Commission to the extent practicable. 
Nothing in this subsection shall be construed as re-
placing, altering, or diminishing the activities of any 
ombudsman or similar office of any other agency. 
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‘‘(4) REPORT.—The Enforcement Ombudsman 
shall submit to the Commission and 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 an annual re-
port that describes the activities and evaluates the 
effectiveness of the Enforcement Ombudsman during 
the preceding year.’’. 
(b) DEADLINE
FOR INITIAL APPOINTMENT.—The 
Securities and Exchange Commission shall appoint the ini-
tial Enforcement Ombudsman under subsection (i) of sec-
tion 4 of the Securities Exchange Act of 1934, as added 
by subsection (a), not later than 180 days after the date 
of the enactment of this Act. 
SEC. 415. PROCESS TO ENSURE ENFORCEMENT ACTIONS 
ARE WITHIN AUTHORITY OF COMMISSION. 
Not later than 180 days after the date of the enact-
ment of this Act, the Securities and Exchange Commission 
shall establish a process to ensure that administrative and 
judicial actions brought by the Commission under the se-
curities laws (as defined in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a))) do not exceed 
the authority of the Commission under such laws and, in 
the case of administrative actions, are conducted consist-
ently with subchapter II of chapter 5 of title 5, United 
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147 
States Code (commonly referred to as the ‘‘Administrative 
Procedure Act’’). 
SEC. 416. PROCESS TO PERMIT RECIPIENT OF WELLS NOTI-
FICATION TO APPEAR BEFORE COMMISSION 
STAFF IN-PERSON. 
(a) IN GENERAL.—Not later than 180 days after the 
date of the enactment of this Act, the Securities and Ex-
change Commission shall establish a process under which, 
in any instance in which the Commission staff provides 
a written Wells notification to an individual informing the 
individual that the Commission staff has made a prelimi-
nary determination to recommend that the Commission 
bring an administrative or judicial action against the indi-
vidual, the individual shall have the right to make an in- 
person presentation before the Commission staff con-
cerning such recommendation and to be represented by 
counsel at such presentation, at the individual’s own ex-
pense. 
(b) ATTENDANCE BY COMMISSIONERS.—Such proc-
ess shall provide that each Commissioner of the Commis-
sion, or a designee of the Commissioner, may attend any 
such presentation. 
(c) REPORT BY COMMISSION STAFF.—Such process 
shall provide that, before any Commission vote on whether 
to bring the administrative or judicial action against the 
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individual, the Commission staff shall provide to each 
Commissioner a written report on any such presentation, 
including any factual or legal arguments made by the indi-
vidual and any supporting documents provided by the indi-
vidual. 
SEC. 417. PUBLICATION OF ENFORCEMENT MANUAL. 
(a) IN GENERAL.—Not later than 1 year after the 
date of the enactment of this Act, the Securities and Ex-
change Commission shall approve, by vote of the Commis-
sion, and publish an updated manual that sets forth the 
policies and practices that the Commission will follow in 
the enforcement of the securities laws (as defined in sec-
tion 3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a))). Such manual shall include policies and 
practices required by this Act, and by the amendments 
made by this Act, and shall be developed so as to ensure 
transparency in such enforcement and uniform application 
of such laws by the Commission. 
(b) ENFORCEMENT PLAN AND REPORT.—Beginning 
on the date that is one year after the date of enactment 
of this Act, and each year thereafter, and the Securities 
and Exchange Commission shall transmit to Congress and 
publish on its Internet website an annual enforcement 
plan and report that shall— 
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(1) detail the priorities of the Commission with 
regard to enforcement and examination activities for 
the forthcoming year; 
(2) report on the Commission’s enforcement 
and examination activities for the previous year, in-
cluding an assessment of how such activities com-
ported with the priorities identified for that year 
pursuant to paragraph (1); and 
(3) provide an opportunity and mechanism for 
public comment. 
SEC. 418. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 
SECURITIES AND EXCHANGE COMMISSION TO 
SEEK SANCTIONS BY FILING CIVIL ACTIONS. 
Title I of the Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.) is amended by adding at the end the 
following: 
‘‘SEC. 41. PRIVATE PARTIES AUTHORIZED TO COMPEL THE 
COMMISSION TO SEEK SANCTIONS BY FILING 
CIVIL ACTIONS. 
‘‘(a) TERMINATION
OF
ADMINISTRATIVE
PRO-
CEEDING.—In the case of any person who is a party to 
a proceeding brought by the Commission under a securi-
ties law, to which section 554 of title 5, United States 
Code, applies, and against whom an order imposing a 
cease and desist order and a penalty may be issued at 
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the conclusion of the proceeding, that person may, not 
later than 20 days after receiving notice of such pro-
ceeding, and at that person’s discretion, require the Com-
mission to terminate the proceeding. 
‘‘(b) CIVIL ACTION AUTHORIZED.—If a person re-
quires the Commission to terminate a proceeding pursuant 
to subsection (a), the Commission may bring a civil action 
against that person for the same remedy that might be 
imposed. 
‘‘(c) STANDARD OF PROOF IN ADMINISTRATIVE PRO-
CEEDING.—Notwithstanding any other provision of law, in 
the case of a proceeding brought by the Commission under 
a securities law, to which section 554 of title 5, United 
States Code, applies, a legal or equitable remedy may be 
imposed on the person against whom the proceeding was 
brought only on a showing by the Commission of clear and 
convincing evidence that the person has violated the rel-
evant provision of law.’’. 
SEC. 419. CERTAIN FINDINGS REQUIRED TO APPROVE 
CIVIL MONEY PENALTIES AGAINST ISSUERS. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 4E the fol-
lowing: 
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151 
‘‘SEC. 4F. CERTAIN FINDINGS REQUIRED TO APPROVE 
CIVIL MONEY PENALTIES AGAINST ISSUERS. 
‘‘The Commission may not seek against or impose on 
an issuer a civil money penalty for violation of the securi-
ties laws unless the publicly available text of the order ap-
proving the seeking or imposition of such penalty contains 
findings, supported by an analysis by the Division of Eco-
nomic and Risk Analysis and certified by the Chief Econo-
mist, of whether— 
‘‘(1) the alleged violation resulted in direct eco-
nomic benefit to the issuer; and 
‘‘(2) the penalty will harm the shareholders of 
the issuer.’’. 
SEC. 420. REPEAL OF AUTHORITY OF THE COMMISSION TO 
PROHIBIT PERSONS FROM SERVING AS OFFI-
CERS OR DIRECTORS. 
(a) UNDER SECURITIES ACT OF 1933.—Subsection 
(f) of section 8A of the Securities Act of 1933 (15 U.S.C. 
77h–1) is repealed. 
(b) UNDER SECURITIES EXCHANGE ACT OF 1934.— 
Subsection (f) of section 21C of the Securities Exchange 
Act of 1934 (15 U.S.C. 78u–3) is repealed. 
SEC. 421. SUBPOENA DURATION AND RENEWAL. 
Section 21(b) of the Securities Exchange Act of 1934 
(15 U.S.C. 78u(b)) is amended— 
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(1) by inserting ‘‘SUBPOENA.— ’’ after the enu-
merator; 
(2) by striking ‘‘For the purpose of’’ and insert-
ing the following: 
‘‘(1) IN GENERAL.—For the purpose of’’; and 
(3) by adding at the end the following: 
‘‘(2) OMNIBUS ORDERS OF INVESTIGATION.— 
‘‘(A) DURATION AND RENEWAL.—An om-
nibus order of investigation shall not be for an 
indefinite duration and may be renewed only by 
Commission action. 
‘‘(B) DEFINITION.—In paragraph (A), the 
term ‘omnibus order of investigation’ means an 
order of the Commission authorizing 1 of more 
members of the Commission or its staff to issue 
subpoenas under paragraph (1) to multiple per-
sons in relation to a particular subject matter 
area.’’. 
SEC. 422. ELIMINATION OF AUTOMATIC DISQUALIFICA-
TIONS. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.), as amended by this Act, is further amended by 
inserting after section 4F the following: 
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153 
‘‘SEC. 4G. ELIMINATION OF AUTOMATIC DISQUALIFICA-
TIONS. 
‘‘(a) IN GENERAL.—Notwithstanding any other pro-
vision of law, a non-natural person may not be disqualified 
or otherwise made ineligible to use an exemption or reg-
istration provision, engage in an activity, or qualify for 
any similar treatment under a provision of the securities 
laws or the rules issued by the Commission under the se-
curities laws by reason of having, or a person described 
in subsection (b) having, been convicted of any felony or 
misdemeanor or made the subject of any judicial or admin-
istrative order, judgment, or decree arising out of a gov-
ernmental action (including an order, judgment, or decree 
agreed to in a settlement), or having, or a person de-
scribed in subsection (b) having, been suspended or ex-
pelled from membership in, or suspended or barred from 
association with a member of, a registered national securi-
ties exchange or a registered national or affiliated securi-
ties association for any act or omission to act constituting 
conduct inconsistent with just and equitable principles of 
trade, unless the Commission, by order, on the record 
after notice and an opportunity for hearing, makes a de-
termination that such non-natural person should be so dis-
qualified or otherwise made ineligible for purposes of such 
provision. 
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154 
‘‘(b) PERSON DESCRIBED.—A person is described in 
this subsection if the person is— 
‘‘(1) a natural person who is a director, officer, 
employee, partner, member, or shareholder of the 
non-natural person referred to in subsection (a) or 
is otherwise associated or affiliated with such non- 
natural person in any way; or 
‘‘(2) a non-natural person who is associated or 
affiliated with the non-natural person referred to in 
subsection (a) in any way. 
‘‘(c) RULE OF CONSTRUCTION.—Nothing in this sec-
tion shall be construed to limit any authority of the Com-
mission, by order, on the record after notice and an oppor-
tunity for hearing, to prohibit a person from using an ex-
emption or registration provision, engaging in an activity, 
or qualifying for any similar treatment under a provision 
of the securities laws, or the rules issued by the Commis-
sion under the securities laws, by reason of a circumstance 
referred to in subsection (a) or any similar circumstance.’’. 
SEC. 423. CONFIDENTIALITY OF RECORDS OBTAINED FROM 
FOREIGN SECURITIES AND LAW ENFORCE-
MENT AUTHORITIES. 
Section 24(d) of the Securities Exchange Act of 1934 
(15 U.S.C. 78x(d)) is amended to read as follows: 
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155 
‘‘(d) RECORDS OBTAINED FROM FOREIGN SECURI-
TIES AND LAW ENFORCEMENT AUTHORITIES.—Except as 
provided in subsection (g), the Commission shall not be 
compelled to disclose records obtained from a foreign secu-
rities authority, or from a foreign law enforcement author-
ity as defined in subsection (f)(4), if— 
‘‘(1) the foreign securities authority or foreign 
law enforcement authority has in good faith deter-
mined and represented to the Commission that the 
records are confidential under the laws of the coun-
try of such authority; and 
‘‘(2) the Commission obtains such records pur-
suant to— 
‘‘(A) such procedure as the Commission 
may authorize for use in connection with the 
administration or enforcement of the securities 
laws; or 
‘‘(B) a memorandum of understanding. 
For purposes of section 552 of title 5, United States Code, 
this subsection shall be considered a statute described in 
subsection (b)(3)(B) of such section 552.’’. 
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156 
SEC. 424. CLARIFICATION OF AUTHORITY TO IMPOSE SANC-
TIONS ON PERSONS ASSOCIATED WITH A 
BROKER OR DEALER. 
Section 15(b)(6)(A)(i) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o(b)(6)(A)(i)) is amended by strik-
ing ‘‘enumerated’’ and all that follows and inserting ‘‘enu-
merated in subparagraph (A), (D), (E), (G), or (H) of 
paragraph (4) of this subsection;’’. 
SEC. 425. CONGRESSIONAL ACCESS TO INFORMATION 
HELD BY THE PUBLIC COMPANY ACCOUNT-
ING OVERSIGHT BOARD. 
Section 105(b)(5) of the Sarbanes-Oxley Act of 2002 
(15 U.S.C. 7215(b)(5)) is amended— 
(1) in subparagraph (A), by striking ‘‘subpara-
graphs (B) and (C)’’ and inserting ‘‘subparagraphs 
(B), (C) and (D)’’; and 
(2) by adding at the end the following: 
‘‘(D) AVAILABILITY
TO
THE
CONGRES-
SIONAL COMMITTEES.—The Board shall make 
available to the Committees specified under sec-
tion 101(h)— 
‘‘(i) such information as the Commit-
tees shall request; and 
‘‘(ii) with respect to any confidential 
or privileged information provided in re-
sponse to a request under clause (i), in-
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cluding any information subject to section 
104(g) and subparagraph (A), or any con-
fidential or privileged information provided 
orally in response to such a request, such 
information shall maintain the protections 
provided in subparagraph (A), and shall 
retain its confidential and privileged status 
in the hands of the Board and the Com-
mittees.’’. 
SEC. 426. REPEAL OF REQUIREMENT FOR PUBLIC COM-
PANY ACCOUNTING OVERSIGHT BOARD TO 
USE CERTAIN FUNDS FOR MERIT SCHOLAR-
SHIP PROGRAM. 
(a) IN GENERAL.—Section 109(c) of the Sarbanes- 
Oxley Act of 2002 (15 U.S.C. 7219(c)) is amended by 
striking paragraph (2). 
(b) CONFORMING AMENDMENTS.—Section 109 of the 
Sarbanes-Oxley Act of 2002 (15 U.S.C. 7219) is amend-
ed— 
(1) in subsection (c), by striking ‘‘USES
OF 
FUNDS’’ and all that follows through ‘‘The budget’’ 
and inserting ‘‘USES OF FUNDS.—The budget’’; and 
(2) in subsection (f), by striking ‘‘subsection 
(c)(1)’’ and inserting ‘‘subsection (c)’’. 
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158 
SEC. 427. REALLOCATION OF FINES FOR VIOLATIONS OF 
RULES OF MUNICIPAL SECURITIES RULE-
MAKING BOARD. 
(a) IN GENERAL.—Section 15B(c)(9) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78o–4(c)(9)) is 
amended to read as follows: 
‘‘(9) Fines collected for violations of the rules of the 
Board shall be deposited and credited as general revenue 
of the Treasury, except as otherwise provided in section 
308 of the Sarbanes-Oxley Act of 2002 or section 21F 
of this title.’’. 
(b) EFFECTIVE DATE.—The amendment made by 
subsection (a) shall apply to fines collected after the date 
of enactment of this Act. 
Subtitle B—Eliminating Excessive 
Government Intrusion in the 
Capital Markets 
SEC. 441. REPEAL OF DEPARTMENT OF LABOR FIDUCIARY 
RULE AND REQUIREMENTS PRIOR TO RULE-
MAKING RELATING TO STANDARDS OF CON-
DUCT FOR BROKERS AND DEALERS. 
(a) REPEAL OF DEPARTMENT OF LABOR FIDUCIARY 
RULE.—The final rule of the Department of Labor titled 
‘‘Definition of the Term ‘Fiduciary’; Conflict of Interest 
Rule—Retirement Investment Advice’’ and related prohib-
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159 
ited transaction exemptions published April 8, 2016 (81 
Fed. Reg. 20946) shall have no force or effect. 
(b) STAY
ON RULES DEFINING CERTAIN FIDU-
CIARIES.—After the date of enactment of this Act, the 
Secretary of Labor shall not prescribe any regulation 
under the Employee Retirement Income Security Act of 
1974 (29 U.S.C. 1001 et seq.) defining the circumstances 
under which an individual is considered a fiduciary until 
the date that is 60 days after the Securities and Exchange 
Commission issues a final rule relating to standards of 
conduct for brokers and dealers pursuant to the second 
subsection (k) of section 15 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78o(k)) 
(c) REQUIREMENTS PRIOR TO RULEMAKING RELAT-
ING TO STANDARDS OF CONDUCT FOR BROKERS AND 
DEALERS.—The second subsection (k) of section 15 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o(k)), as 
added by section 913(g)(1) of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (12 U.S.C. 5301 
et seq.), is amended by adding at the end the following: 
‘‘(3) REQUIREMENTS PRIOR TO RULEMAKING.— 
The Commission shall not promulgate a rule pursu-
ant to paragraph (1) before providing a report to the 
Committee on Financial Services of the House of 
Representatives and the Committee on Banking, 
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160 
Housing, and Urban Affairs of the Senate describing 
whether— 
‘‘(A) retail investors (and such other cus-
tomers as the Commission may provide) are 
being harmed due to brokers or dealers oper-
ating under different standards of conduct than 
those that apply to investment advisors under 
section 211 of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–11); 
‘‘(B) alternative remedies will reduce any 
confusion or harm to retail investors due to 
brokers or dealers operating under different 
standards of conduct than those standards that 
apply to investment advisors under section 211 
of the Investment Advisers Act of 1940 (15 
U.S.C. 80b–11), including— 
‘‘(i) simplifying the titles used by bro-
kers, dealers, and investment advisers; and 
‘‘(ii) enhancing disclosure surrounding 
the different standards of conduct cur-
rently applicable to brokers, dealers, and 
investment advisers; 
‘‘(C) the adoption of a uniform fiduciary 
standard of conduct for brokers, dealers, and 
investment advisors would adversely impact the 
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161 
commissions of brokers and dealers, the avail-
ability of proprietary products offered by bro-
kers and dealers, and the ability of brokers and 
dealers to engage in principal transactions with 
customers; and 
‘‘(D) the adoption of a uniform fiduciary 
standard of conduct for brokers or dealers and 
investment advisors would adversely impact re-
tail investor access to personalized and cost-ef-
fective investment advice, recommendations 
about securities, or the availability of such ad-
vice and recommendations. 
‘‘(4) ECONOMIC ANALYSIS.—The Commission’s 
conclusions contained in the report described in 
paragraph (3) shall be supported by economic anal-
ysis. 
‘‘(5) REQUIREMENTS
FOR
PROMULGATING
A 
RULE.—The Commission shall publish in the Fed-
eral Register alongside the rule promulgated pursu-
ant to paragraph (1) formal findings that such rule 
would reduce confusion or harm to retail customers 
(and such other customers as the Commission may 
by rule provide) due to different standards of con-
duct applicable to brokers, dealers, and investment 
advisors. 
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‘‘(6) REQUIREMENTS UNDER INVESTMENT AD-
VISERS
ACT
OF
1940.—In proposing rules under 
paragraph (1) for brokers or dealers, the Commis-
sion shall consider the differences in the registration, 
supervision, and examination requirements applica-
ble to brokers, dealers, and investment advisors.’’. 
SEC. 442. EXEMPTION FROM RISK RETENTION REQUIRE-
MENTS FOR NONRESIDENTIAL MORTGAGE. 
(a) IN GENERAL.—Section 15G of the Securities Ex-
change Act of 1934 (15 U.S.C. 78o–11) is amended— 
(1) in subsection (a)— 
(A) in paragraph (3)(B), by striking ‘‘and’’ 
at the end; 
(B) in paragraph (4)(B), by striking the 
period and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
‘‘(5) the term ‘asset-backed security’ refers only 
to an asset-backed security that is comprised wholly 
of residential mortgages.’’; 
(2) in subsection (b)— 
(A) by striking paragraph (1); and 
(B) by striking ‘‘(2) RESIDENTIAL MORT-
GAGES’’; 
(3) by striking subsection (h) and redesignating 
subsection (i) as subsection (h); and 
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(4) in subsection (h) (as so redesignated)— 
(A) by striking ‘‘effective—’’ and all that 
follows through ‘‘(1) with respect to’’ and in-
serting ‘‘effective with respect to’’; 
(B) in paragraph (1), by striking ‘‘; and’’ 
and inserting a period; and 
(C) by striking paragraph (2). 
(b) CONFORMING AMENDMENT.—Section 941 of the 
Dodd-Frank Wall Street Reform and Consumer Protec-
tion Act is amended by striking subsection (c). 
SEC. 443. FREQUENCY OF SHAREHOLDER APPROVAL OF 
EXECUTIVE COMPENSATION. 
Section 14A(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78n–1(a)) is amended— 
(1) in paragraph (1), by striking ‘‘Not less fre-
quently than once every 3 years’’ and inserting 
‘‘Each year in which there has been a material 
change to the compensation of executives of an 
issuer from the previous year’’; and 
(2) by striking paragraph (2) and redesignating 
paragraph (3) as paragraph (2). 
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SEC. 444. REQUIREMENT FOR MUNICIPAL ADVISOR FOR 
ISSUERS OF MUNICIPAL SECURITIES. 
Section 15B(d) of the Securities Exchange Act of 
1934 (15 U.S.C. 78o–4(d)) is amended by adding at the 
end the following: 
‘‘(3) An issuer of municipal securities shall not be 
required to retain a municipal advisor prior to issuing any 
such securities.’’. 
SEC. 445. SMALL ISSUER EXEMPTION FROM INTERNAL 
CONTROL EVALUATION. 
Section 404(c) of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7262(c)) is amended to read as follows: 
‘‘(c) EXEMPTION
FOR SMALLER ISSUERS.—Sub-
section (b) shall not apply with respect to any audit report 
prepared for an issuer that has total market capitalization 
of less than $250,000,000, nor to any issuer that is a de-
pository 
institution 
with 
assets 
of 
less 
than 
$1,000,000,000.’’. 
SEC. 446. EXEMPTIVE AUTHORITY FOR CERTAIN PROVI-
SIONS RELATING TO REGISTRATION OF NA-
TIONALLY RECOGNIZED STATISTICAL RAT-
ING ORGANIZATIONS. 
Section 15E of the Securities Exchange Act of 1934 
(15 U.S.C. 78o–7) is amended by adding at the end the 
following: 
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‘‘(w) COMMISSION EXEMPTIVE AUTHORITY.—The 
Commission, by rules and regulations upon its own mo-
tion, or by order upon application, may conditionally or 
unconditionally exempt any person from any provision or 
provisions of this title or of any rule or regulation there-
under, if and to the extent it determines that such rule, 
regulation, or requirement is creating a barrier to entry 
into the market for nationally recognized statistical rating 
organizations or impeding competition among such organi-
zations, or that such an exemption is necessary or appro-
priate in the public interest and is consistent with the pro-
tection of investors.’’. 
SEC. 447. RESTRICTION ON RECOVERY OF ERRONEOUSLY 
AWARDED COMPENSATION. 
Section 10D(b)(2) of the Securities Exchange Act of 
1934 (15 U.S.C. 78j–4(b)(2)) is amended by inserting be-
fore the period the following: ‘‘, where such executive offi-
cer had control or authority over the financial reporting 
that resulted in the accounting restatement’’. 
SEC. 448. RISK-BASED EXAMINATIONS OF NATIONALLY 
RECOGNIZED STATISTICAL RATING ORGANI-
ZATIONS. 
Section 15E(p)(3)(B) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o–7(p)(3)(B)) is amended in the 
matter preceding clause (i), by inserting ‘‘, as appro-
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