IIB 
109TH CONGRESS 
2D SESSION 
H. R. 2990 
IN THE SENATE OF THE UNITED STATES 
JULY 13, 2006 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To improve ratings quality by fostering competition, trans-
parency, and accountability in the credit rating agency 
industry. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE; REFERENCES. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Credit Rating Agency Duopoly Relief Act of 2006’’. 
(b) REFERENCES.—Except as otherwise expressly 
provided, whenever in this Act an amendment or repeal 
is expressed in terms of an amendment to, or repeal of, 
a section or other provision, the reference shall be consid-
ered to be made to a section or other provision of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78a et seq.). 
SEC. 2. FINDINGS. 
Upon the basis of facts disclosed by the record and 
report of the Securities and Exchange Commission made 
pursuant to section 702 of the Sarbanes-Oxley Act of 
2002 (116 Stat. 797), hearings before the House Com-
mittee on Financial Services during the 108th and 109th 
Congresses, comment letters to the concept releases and 
proposed rules of the Securities and Exchange Commis-
sion, and facts otherwise disclosed and ascertained, the 
Congress finds that— 
(1) credit rating agencies are of national con-
cern, in that, among other things— 
(A) their ratings, publications, writings, 
analyses, and reports are furnished and distrib-
uted, and their contracts, subscription agree-
ments, and other arrangements with clients are 
negotiated and performed, by the use of the 
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mails and means and instrumentalities of inter-
state commerce; 
(B) their ratings, publications, writings, 
analyses, and reports customarily relate to the 
purchase and sale of securities traded on securi-
ties exchanges and in interstate over-the- 
counter markets, securities issued by companies 
engaged in business in interstate commerce, 
and securities issued by national banks and 
member banks of the Federal Reserve System; 
(C) the foregoing transactions occur in 
such volume as substantially to affect interstate 
commerce, and securities markets, the national 
banking system, and the national economy; and 
(D) their regulation serves the compelling 
interest of investor protection; and 
(2) the Securities and Exchange Commission— 
(A) has, through its staff designation of 
certain credit rating agencies as nationally rec-
ognized statistical rating organizations, created 
an artificial barrier to entry for new partici-
pants; and 
(B) would, in its latest proposed rule defin-
ing nationally recognized statistical rating orga-
nizations, codify and strengthen this barrier. 
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SEC. 3. DEFINITIONS. 
Section 3(a) (15 U.S.C. 78c(a)) is amended by add-
ing at the end the following new paragraphs: 
‘‘(60) CREDIT RATING.—The term ‘credit rat-
ing’ means an assessment of the creditworthiness of 
an obligor as an entity or with respect to specific se-
curities or money market instruments. 
‘‘(61) CREDIT
RATING
AGENCY.—The term 
‘credit rating agency’ means any person— 
‘‘(A) engaged in the business of issuing 
credit ratings on the Internet or through an-
other readily accessible means, for free or for a 
reasonable fee but does not include a commer-
cial credit reporting company; 
‘‘(B) employing either a quantitative or 
qualitative model, or both, to determine credit 
ratings; and 
‘‘(C) receiving fees from either issuers, in-
vestors, or other market participants, or a com-
bination thereof. 
‘‘(62) NATIONALLY RECOGNIZED STATISTICAL 
RATING ORGANIZATION OR NRSRO.—The term ‘na-
tionally recognized statistical rating organization’ 
means a credit rating agency that— 
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‘‘(A) has been in business as a credit rat-
ing agency for at least the past 3 consecutive 
years; and 
‘‘(B) is registered under section 15E. 
‘‘(63) PERSON
ASSOCIATED
WITH
A
NATION-
ALLY RECOGNIZED STATISTICAL RATING ORGANIZA-
TION.—The term ‘person associated with a nation-
ally recognized statistical rating organization’ means 
any partner, officer, director, or branch manager of 
such nationally recognized statistical rating organi-
zation (or any person occupying a similar status or 
performing similar functions), any person directly or 
indirectly controlling, controlled by, or under com-
mon control with such nationally recognized statis-
tical rating organization, or any employee of such 
nationally recognized statistical rating organiza-
tion.’’. 
SEC. 4. REGISTRATION OF NATIONALLY RECOGNIZED STA-
TISTICAL RATING ORGANIZATIONS. 
(a) AMENDMENT.—The Securities Exchange Act of 
1934 is amended by inserting after section 15D (15 
U.S.C. 78o–6) the following new section: 
‘‘SEC. 15E. REGISTRATION OF NATIONALLY RECOGNIZED 
STATISTICAL RATING ORGANIZATIONS. 
‘‘(a) REGISTRATION PROCEDURES.— 
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‘‘(1) FURNISHING OF APPLICATION FORM.—A 
credit rating agency that elects to be treated as a 
nationally recognized statistical rating organization 
for the purposes of Federal statutes, rules, and reg-
ulations may be registered by furnishing to the Com-
mission an application for registration in such form 
and containing such of the following and any other 
information and documents concerning such organi-
zation and any persons associated with such organi-
zation as the Commission, by rule, may prescribe as 
necessary or appropriate in the public interest or for 
the protection of investors: 
‘‘(A) any conflicts of interest relating to 
the issuance of credit ratings by a nationally 
recognized statistical rating organization; 
‘‘(B) the procedures and methodologies 
such nationally recognized statistical rating or-
ganization uses in determining credit ratings; 
‘‘(C) credit ratings performance measure-
ment statistics over short-term, mid-term, and 
long-term periods (as applicable) of such na-
tionally recognized statistical rating organiza-
tion; 
‘‘(D) policies or procedures adopted and 
implemented by such nationally recognized sta-
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tistical rating organization to prevent the mis-
use in violation of this title (or the rules and 
regulations thereunder) of material, non-public 
information; and 
‘‘(E) the organizational structure of such 
nationally recognized statistical rating organiza-
tion. 
‘‘(2) REVIEW OF APPLICATION.— 
‘‘(A) INITIAL
DETERMINATION.—Within 
90 days of the date of the furnishing of such 
application (or within such longer period as to 
which the applicant consents) the Commission 
shall— 
‘‘(i) by order grant such registration; 
or 
‘‘(ii) institute proceedings to deter-
mine whether registration should be de-
nied. 
‘‘(B) CONDUCT
OF
PROCEEDINGS.—Such 
proceedings shall include notice of the grounds 
for denial under consideration and opportunity 
for hearing and shall be concluded within 120 
days of the date of the furnishing of the appli-
cation for registration. At the conclusion of 
such proceedings the Commission, by order, 
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shall grant or deny such registration. The Com-
mission may extend the time for conclusion of 
such proceedings for up to 90 days if it finds 
good cause for such extension and publishes its 
reasons for so finding or for such longer period 
as to which the applicant consents. 
‘‘(C) GROUNDS FOR DECISION.—The Com-
mission shall grant such registration if the 
Commission finds that the requirements of this 
section are satisfied. The Commission shall 
deny such registration if it does not make such 
a finding or if it finds that if the applicant were 
so registered, its registration would be subject 
to suspension or revocation under subsection 
(d). 
‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 
Subject to section 24, the Commission, by rule, shall 
require a nationally recognized statistical rating or-
ganization, upon the granting of registration under 
this section, to make the information and documents 
furnished to the Commission in its application for 
registration, or in any amendment furnished under 
subsection (b)(1) or (2), publicly available on its 
website or through another comparable readily ac-
cessible means. 
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‘‘(b) UPDATE OF REGISTRATION.— 
‘‘(1) UPDATE.—Each nationally recognized sta-
tistical rating organization shall promptly amend its 
application for registration under this section if any 
information or documents provided therein become 
materially inaccurate, except that a nationally recog-
nized statistical rating organization is not required 
to amend the information required to be furnished 
under subsection (a)(1)(C) by an amendment fur-
nished under this paragraph, but shall amend such 
information in such organization’s annual amend-
ment furnished under paragraph (2) of this sub-
section. 
‘‘(2) CERTIFICATION.—Not later than 90 days 
after the end of each calendar year, each nationally 
recognized statistical rating organization shall fur-
nish to the Commission an amendment to its reg-
istration, in such form as the Commission, by rule, 
may prescribe as necessary or appropriate in the 
public interest or for the protection of investors— 
‘‘(A) certifying that the information and 
documents in the application for registration of 
such nationally recognized statistical rating or-
ganization continue to be accurate; and 
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‘‘(B) listing any material changes that oc-
curred to such information or documents during 
the previous calendar year. 
‘‘(c) 
ACCOUNTABILITY
FOR
RATINGS
PROCE-
DURES.— 
‘‘(1) AUTHORITY.—The Commission shall have 
the authority under this Act to take action against 
any nationally recognized statistical rating organiza-
tion if such nationally recognized statistical rating 
organization issues credit ratings in contravention of 
those procedures, criteria, and methodologies that 
such nationally recognized statistical rating organi-
zation— 
‘‘(A) includes in its application for reg-
istration under this section; or 
‘‘(B) makes and disseminates in reports 
pursuant to section 17(a) or the rules and regu-
lations thereunder. 
‘‘(2) LIMITATION.—The rules and regulations 
applicable to nationally recognized statistical rating 
organizations the Commission may prescribe pursu-
ant to this Act shall be narrowly tailored to meet the 
requirements of this Act applicable to nationally rec-
ognized statistical rating organizations and shall not 
purport to regulate the substance of credit ratings or 
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the procedures and methodologies by which such na-
tionally recognized statistical rating organizations 
determine credit ratings. 
‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG-
ISTRATION; NOTICE AND HEARING.—The Commission, by 
order, shall censure, place limitations on the activities, 
functions, or operations of, suspend for a period not ex-
ceeding 12 months, or revoke the registration of any na-
tionally recognized statistical rating organization if the 
Commission finds, on the record after notice and oppor-
tunity for hearing, that such censure, placing of limita-
tions, suspension, or revocation is in the public interest 
and that such nationally recognized statistical rating orga-
nization, or any person associated with such nationally 
recognized statistical rating organization, whether prior to 
or subsequent to becoming so associated— 
‘‘(1) has committed or omitted any act, or is 
subject to an order or finding, enumerated in sub-
paragraph (A), (D), (E), (H), or (G) of paragraph 
(4) of section 15(b), has been convicted of any of-
fense specified in subparagraph (B) of such para-
graph (4) within 10 years of the commencement of 
the proceedings under this subsection, or is enjoined 
from any action, conduct, or practice specified in 
subparagraph (C) of such paragraph (4); 
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‘‘(2) has been convicted during the 10-year pe-
riod preceding the date of furnishing any application 
for registration, or at any time thereafter, of— 
‘‘(A) any crime that is punishable by im-
prisonment for 1 or more years, and that is not 
described in section 15(b)(4)(B); or 
‘‘(B) a substantially equivalent crime by a 
foreign court of competent jurisdiction; or 
‘‘(3) is subject to any order of the Commission 
barring or suspending the right of the person to be 
associated with a nationally recognized statistical 
rating organization. 
‘‘(e) WITHDRAWAL FROM REGISTRATION.—A nation-
ally recognized statistical rating organization registered 
under this section may, upon such terms and conditions 
as the Commission may establish as necessary in the pub-
lic interest or for the protection of investors, withdraw 
from registration by furnishing a written notice of with-
drawal to the Commission. If the Commission finds that 
any nationally recognized statistical rating organization is 
no longer in existence or has ceased to do business as a 
credit rating agency, the Commission, by order, shall can-
cel the registration of such nationally recognized statistical 
rating organization. 
‘‘(f) REPRESENTATIONS.— 
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‘‘(1) REPRESENTATIONS OF SPONSORSHIP BY 
UNITED STATES OR AGENCY THEREOF.—It shall be 
unlawful for any nationally recognized statistical rat-
ing organization registered under this section to rep-
resent or imply in any manner whatsoever that such 
nationally recognized statistical rating organization 
has been designated, sponsored, recommended, or 
approved, or that such nationally recognized statis-
tical rating organization’s abilities or qualifications 
have in any respect been passed upon, by the United 
States or any agency, any officer, or any employee 
thereof. 
‘‘(2) REPRESENTATION AS NRSRO OF UNREGIS-
TERED CREDIT RATING AGENCIES.—It shall be un-
lawful for any credit rating agency to represent or 
imply in any manner whatsoever that such credit 
rating agency has been designated, sponsored, rec-
ommended, or approved, or that such credit rating 
agency’s abilities or qualifications have in any re-
spect been passed upon, by the United States or any 
agency, any officer, or any employee thereof. It shall 
be unlawful for any credit rating agency that is not 
registered under this section as a nationally recog-
nized statistical rating organization to state that 
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such credit rating agency is a nationally recognized 
statistical rating organization under this Act. 
‘‘(3) STATEMENT OF REGISTRATION UNDER SE-
CURITIES EXCHANGE ACT OF 1934 PROVISIONS.—No 
provision of paragraph (1) shall be construed to pro-
hibit a statement that a nationally recognized statis-
tical rating organization is a nationally recognized 
statistical rating organization under this Act, if such 
statement is true in fact and if the effect of such 
registration is not misrepresented. 
‘‘(g) PREVENTION OF MISUSE OF NONPUBLIC IN-
FORMATION.—Each nationally recognized statistical rat-
ing organization shall establish, maintain, and enforce 
written policies and procedures reasonably designed, tak-
ing into consideration the nature of such nationally recog-
nized statistical rating organization’s business, to prevent 
the misuse in violation of this title, or the rules or regula-
tions thereunder, of material, nonpublic information by 
such nationally recognized statistical rating organization 
or any person associated with such nationally recognized 
statistical rating organization. The Commission, as it 
deems necessary or appropriate in the public interest or 
for the protection of investors, shall adopt rules or regula-
tions to require specific policies or procedures reasonably 
designed to prevent misuse in violation of this title (or the 
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rules or regulations thereunder) of material, nonpublic in-
formation. 
‘‘(h) MANAGEMENT OF CONFLICTS OF INTEREST.— 
Each nationally recognized statistical rating organization 
shall establish, maintain, and enforce written policies and 
procedures reasonably designed, taking into consideration 
the nature of the business of such nationally recognized 
statistical rating organization and affiliated persons and 
affiliated companies of such nationally recognized statis-
tical rating organization, to address and manage the con-
flicts of interest that can arise from such business. The 
Commission, as it deems necessary or appropriate in the 
public interest or for the protection of investors, shall 
adopt rules or regulations to prohibit, or require the man-
agement or disclosure of, any conflicts of interest relating 
to the issuance of credit ratings by a nationally recognized 
statistical rating organization including, without limita-
tion, conflicts of interest relating to— 
‘‘(1) the manner in which a nationally recog-
nized statistical rating organization is compensated 
by the obligor, or any affiliate of the obligor, for 
issuing credit ratings or providing related services; 
‘‘(2) the provision of consulting, advisory, or 
other services by a nationally recognized statistical 
rating organization, or any person associated with 
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such nationally recognized statistical rating organi-
zation, to the obligor, or any affiliate of the obligor; 
‘‘(3) business relationships, ownership interests, 
or any other financial or personal interests between 
a nationally recognized statistical rating organiza-
tion, or any person associated with such nationally 
recognized statistical rating organization, and the 
obligor, or any affiliate of the obligor; and 
‘‘(4) any affiliation of a nationally recognized 
statistical rating organization, or any person associ-
ated with such nationally recognized statistical rat-
ing organization, with any person that underwrites 
the securities or money market instruments that are 
the subject of a credit rating. 
‘‘(i) PROHIBITED CONDUCT.— 
‘‘(1) PROHIBITED ACTS AND PRACTICES.—The 
Commission may adopt rules or regulations to pro-
hibit any act or practice relating to the issuance of 
credit ratings by a nationally recognized statistical 
rating organization that the Commission determines 
to be unfair, coercive, or abusive, including any act 
or practice relating to— 
‘‘(A) seeking payment for a credit rating 
that has not been specifically requested by the 
obligor— 
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‘‘(i) from an obligor; or 
‘‘(ii) from an affiliate of an obligor, 
unless— 
‘‘(I) the organization is organized 
under subsection (a)(1)(E) to receive 
fees from investors or other market 
participants, or a combination thereof; 
and 
‘‘(II) the affiliate is such an in-
vestor or participant; 
‘‘(B) conditioning or threatening to condi-
tion the issuance of a credit rating on the obli-
gor’s, or an affiliate of the obligor’s, purchase 
of other services or products, including pre- 
credit rating assessment products, of the na-
tionally recognized statistical rating organiza-
tion or any person associated with such nation-
ally recognized statistical rating organization; 
‘‘(C) lowering or threatening to lower a 
credit rating on, or refusing to rate, securities 
or money market instruments issued by an 
asset pool unless a portion of the assets within 
such pool also is rated by the nationally recog-
nized statistical rating organization; 
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‘‘(D) modifying or threatening to modify a 
credit rating or otherwise departing from its 
adopted systematic procedures and methodolo-
gies in determining credit ratings, based on 
whether the obligor, or an affiliate of the obli-
gor, pays or will pay for the credit rating or 
any other services or products of the nationally 
recognized statistical rating organization or any 
person associated with such nationally recog-
nized statistical rating organization. 
‘‘(2) RULE
OF
CONSTRUCTION.—Nothing in 
paragraph (1), or in any rules or regulations adopt-
ed thereunder, shall be construed to modify, impair, 
or supersede the operation of any of the antitrust 
laws. For the purposes of the preceding sentence, 
the term ‘antitrust laws’ has the meaning given it in 
the first section of the Clayton Act (15 U.S.C. 12), 
except that such term includes section 5 of the Fed-
eral Trade Commission Act (15 U.S.C. 45) to the 
extent such section 5 applies to unfair methods of 
competition. 
‘‘(j) DESIGNATION OF COMPLIANCE OFFICER.—Each 
nationally recognized statistical rating organization shall 
designate an individual responsible for administering the 
policies and procedures that are required to be established 
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