I 
115TH CONGRESS 
1ST SESSION 
H. R. 78 
To improve the consideration by the Securities and Exchange Commission 
of the costs and benefits of its regulations and orders. 
IN THE HOUSE OF REPRESENTATIVES 
JANUARY 3, 2017 
Mrs. WAGNER introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To improve the consideration by the Securities and Exchange 
Commission of the costs and benefits of its regulations 
and orders. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘SEC Regulatory Ac-
countability Act’’. 
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SEC. 2. CONSIDERATION BY THE SECURITIES AND EX-
CHANGE COMMISSION OF THE COSTS AND 
BENEFITS OF ITS REGULATIONS AND CER-
TAIN OTHER AGENCY ACTIONS. 
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) CONSIDERATION OF COSTS AND BENEFITS.— 
‘‘(1) IN GENERAL.—Before issuing a regulation 
under the securities laws, as defined in section 3(a), 
the Commission shall— 
‘‘(A) clearly identify the nature and source 
of the problem that the proposed regulation is 
designed to address, as well as assess the sig-
nificance of that problem, to enable assessment 
of whether any new regulation is warranted; 
‘‘(B) utilize the Chief Economist to assess 
the costs and benefits, both qualitative and 
quantitative, of the intended regulation and 
propose or adopt a regulation only on a rea-
soned determination that the benefits of the in-
tended regulation justify the costs of the regula-
tion; 
‘‘(C) identify and assess available alter-
natives to the regulation that were considered, 
including modification of an existing regulation, 
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together with an explanation of why the regula-
tion meets the regulatory objectives more effec-
tively than the alternatives; and 
‘‘(D) ensure that any regulation is acces-
sible, consistent, written in plain language, and 
easy to understand and shall measure, and seek 
to improve, the actual results of regulatory re-
quirements. 
‘‘(2) CONSIDERATIONS AND ACTIONS.— 
‘‘(A) REQUIRED
ACTIONS.—In deciding 
whether and how to regulate, the Commission 
shall assess the costs and benefits of available 
regulatory alternatives, including the alternative 
of not regulating, and choose the approach that 
maximizes net benefits. Specifically, the Com-
mission shall— 
‘‘(i) consistent with the requirements 
of section 3(f) (15 U.S.C. 78c(f)), section 
2(b) of the Securities Act of 1933 (15 
U.S.C. 77b(b)), section 202(c) of the In-
vestment Advisers Act of 1940 (15 U.S.C. 
80b–2(c)), and section 2(c) of the Invest-
ment Company Act of 1940 (15 U.S.C. 
80a–2(c)), consider whether the rule-
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making will promote efficiency, competi-
tion, and capital formation; 
‘‘(ii) evaluate whether, consistent with 
obtaining regulatory objectives, the regula-
tion is tailored to impose the least burden 
on society, including market participants, 
individuals, businesses of differing sizes, 
and other entities (including State and 
local governmental entities), taking into ac-
count, to the extent practicable, the cumu-
lative costs of regulations; and 
‘‘(iii) evaluate whether the regulation 
is inconsistent, incompatible, or duplicative 
of other Federal regulations. 
‘‘(B) ADDITIONAL
CONSIDERATIONS.—In 
addition, in making a reasoned determination of 
the costs and benefits of a potential regulation, 
the Commission shall, to the extent that each is 
relevant to the particular proposed regulation, 
take into consideration the impact of the regu-
lation on— 
‘‘(i) investor choice; 
‘‘(ii) market liquidity in the securities 
markets; and 
‘‘(iii) small businesses. 
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‘‘(3) EXPLANATION
AND
COMMENTS.—The 
Commission shall explain in its final rule the nature 
of comments that it received, including those from 
the industry or consumer groups concerning the po-
tential costs or benefits of the proposed rule or pro-
posed rule change, and shall provide a response to 
those comments in its final rule, including an expla-
nation of any changes that were made in response 
to those comments and the reasons that the Com-
mission did not incorporate those industry group 
concerns related to the potential costs or benefits in 
the final rule. 
‘‘(4) REVIEW OF EXISTING REGULATIONS.—Not 
later than 1 year after the date of enactment of the 
SEC Regulatory Accountability Act, and every 5 
years thereafter, the Commission shall review its 
regulations to determine whether any such regula-
tions are outmoded, ineffective, insufficient, or ex-
cessively burdensome, and shall modify, streamline, 
expand, or repeal them in accordance with such re-
view. In reviewing any regulation (including, not-
withstanding paragraph (6), a regulation issued in 
accordance with formal rulemaking provisions) that 
subjects issuers with a public float of $250,000,000 
or less to the attestation and reporting requirements 
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of section 404(b) of the Sarbanes-Oxley Act of 2002 
(15 U.S.C. 7262(b)), the Commission shall specifi-
cally take into account the large burden of such reg-
ulation when compared to the benefit of such regula-
tion. 
‘‘(5) POST-ADOPTION IMPACT ASSESSMENT.— 
‘‘(A) IN
GENERAL.—Whenever the Com-
mission adopts or amends a regulation des-
ignated as a ‘major rule’ within the meaning of 
section 804(2) of title 5, United States Code, it 
shall state, in its adopting release, the fol-
lowing: 
‘‘(i) The purposes and intended con-
sequences of the regulation. 
‘‘(ii) Appropriate post-implementation 
quantitative and qualitative metrics to 
measure the economic impact of the regu-
lation and to measure the extent to which 
the regulation has accomplished the stated 
purposes. 
‘‘(iii) The assessment plan that will be 
used, consistent with the requirements of 
subparagraph (B) and under the super-
vision of the Chief Economist of the Com-
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mission, to assess whether the regulation 
has achieved the stated purposes. 
‘‘(iv) Any unintended or negative con-
sequences that the Commission foresees 
may result from the regulation. 
‘‘(B) REQUIREMENTS
OF
ASSESSMENT 
PLAN AND REPORT.— 
‘‘(i) REQUIREMENTS OF PLAN.—The 
assessment plan required under this para-
graph shall consider the costs, benefits, 
and intended and unintended consequences 
of the regulation. The plan shall specify 
the data to be collected, the methods for 
collection and analysis of the data and a 
date for completion of the assessment. The 
assessment plan shall include an analysis 
of any jobs added or lost as a result of the 
regulation, differentiating between public 
and private sector jobs. 
‘‘(ii) SUBMISSION
AND
PUBLICATION 
OF REPORT.—The Chief Economist shall 
submit the completed assessment report to 
the Commission no later than 2 years after 
the publication of the adopting release, un-
less the Commission, at the request of the 
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Chief Economist, has published at least 90 
days before such date a notice in the Fed-
eral Register extending the date and pro-
viding specific reasons why an extension is 
necessary. Within 7 days after submission 
to the Commission of the final assessment 
report, it shall be published in the Federal 
Register for notice and comment. Any ma-
terial modification of the plan, as nec-
essary to assess unforeseen aspects or con-
sequences of the regulation, shall be 
promptly published in the Federal Register 
for notice and comment. 
‘‘(iii) DATA
COLLECTION
NOT
SUB-
JECT TO NOTICE AND COMMENT REQUIRE-
MENTS.—If the Commission has published 
its assessment plan for notice and com-
ment, specifying the data to be collected 
and method of collection, at least 30 days 
prior to adoption of a final regulation or 
amendment, such collection of data shall 
not be subject to the notice and comment 
requirements in section 3506(c) of title 44, 
United States Code (commonly referred to 
as the Paperwork Reduction Act). Any ma-
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terial modifications of the plan that require 
collection of data not previously published 
for notice and comment shall also be ex-
empt from such requirements if the Com-
mission has published notice for comment 
in the Federal Register of the additional 
data to be collected, at least 30 days prior 
to initiation of data collection. 
‘‘(iv) FINAL ACTION.—Not later than 
180 days after publication of the assess-
ment report in the Federal Register, the 
Commission shall issue for notice and com-
ment a proposal to amend or rescind the 
regulation, or publish a notice that the 
Commission has determined that no action 
will be taken on the regulation. Such a no-
tice will be deemed a final agency action. 
‘‘(6) COVERED
REGULATIONS
AND
OTHER 
AGENCY ACTIONS.—Solely as used in this subsection, 
the term ‘regulation’— 
‘‘(A) means an agency statement of gen-
eral applicability and future effect that is de-
signed to implement, interpret, or prescribe law 
or policy or to describe the procedure or prac-
tice requirements of an agency, including rules, 
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orders of general applicability, interpretive re-
leases, and other statements of general applica-
bility that the agency intends to have the force 
and effect of law; and 
‘‘(B) does not include— 
‘‘(i) a regulation issued in accordance 
with the formal rulemaking provisions of 
section 556 or 557 of title 5, United States 
Code; 
‘‘(ii) a regulation that is limited to 
agency organization, management, or per-
sonnel matters; 
‘‘(iii) a regulation promulgated pursu-
ant to statutory authority that expressly 
prohibits compliance with this provision; 
and 
‘‘(iv) a regulation that is certified by 
the agency to be an emergency action, if 
such certification is published in the Fed-
eral Register.’’. 
SEC. 3. SENSE OF CONGRESS RELATING TO OTHER REGU-
LATORY ENTITIES. 
It is the sense of the Congress that the Public Com-
pany Accounting Oversight Board should also follow the 
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requirements of section 23(e) of such Act, as added by 
this title. 
SEC. 4. ACCOUNTABILITY PROVISION RELATING TO OTHER 
REGULATORY ENTITIES. 
A rule adopted by the Municipal Securities Rule-
making Board or any national securities association reg-
istered under section 15A of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o–3) shall not take effect unless 
the Securities and Exchange Commission determines that, 
in adopting such rule, the Board or association has com-
plied with the requirements of section 23(e) of such Act, 
as added by section 2, in the same manner as is required 
by the Commission under such section 23(e). 
Æ 
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