IIB 
115TH CONGRESS 
1ST SESSION 
H. R. 10 
IN THE SENATE OF THE UNITED STATES 
JUNE 12, 2017 
Received 
JUNE 13, 2017 
Read twice and referred to the Committee on Banking, Housing, and Urban 
Affairs 
AN ACT 
To create hope and opportunity for investors, consumers, 
and entrepreneurs by ending bailouts and Too Big to 
Fail, holding Washington and Wall Street accountable, 
eliminating red tape to increase access to capital and 
credit, and repealing the provisions of the Dodd-Frank 
Act that make America less prosperous, less stable, and 
less free, and for other purposes. 
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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 2017’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
Sec. 2. Directed rulemaking repeals. 
TITLE I—ENDING ‘‘TOO BIG TO FAIL’’ AND BANK BAILOUTS 
Subtitle A—Repeal of the Orderly Liquidation Authority 
Sec. 111. Repeal of the orderly liquidation authority. 
Subtitle B—Financial Institution Bankruptcy 
Sec. 121. General provisions relating to covered financial corporations. 
Sec. 122. Liquidation, reorganization, or recapitalization of a covered financial 
corporation. 
Sec. 123. Amendments to title 28, United States Code. 
Subtitle C—Ending Government Guarantees 
Sec. 131. Repeal of obligation guarantee program. 
Sec. 132. Repeal of systemic risk determination in resolutions. 
Sec. 133. Restrictions on use of the Exchange Stabilization Fund. 
Subtitle D—Eliminating Financial Market Utility Designations 
Sec. 141. Repeal of title VIII. 
Subtitle E—Reform of the Financial Stability Act of 2010 
Sec. 151. Repeal and modification of provisions of the Financial Stability Act 
of 2010. 
Sec. 152. Operational risk capital requirements for banking organizations. 
TITLE II—DEMANDING ACCOUNTABILITY FROM WALL STREET 
Subtitle A—SEC Penalties Modernization 
Sec. 211. Enhancement of civil penalties for securities laws violations. 
Sec. 212. Updated civil money penalties of Public Company Accounting Over-
sight Board. 
Sec. 213. Updated civil money penalty for controlling persons in connection 
with insider trading. 
Sec. 214. Update of certain other penalties. 
Sec. 215. Monetary sanctions to be used for the relief of victims. 
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Sec. 216. GAO report on use of civil money penalty authority by Commission. 
Subtitle B—FIRREA Penalties Modernization 
Sec. 221. Increase of civil and criminal penalties originally established in the 
Financial Institutions Reform, Recovery, and Enforcement Act 
of 1989. 
TITLE III—DEMANDING ACCOUNTABILITY FROM FINANCIAL REG-
ULATORS AND DEVOLVING POWER AWAY FROM WASHINGTON 
Subtitle A—Cost-Benefit Analyses 
Sec. 311. Definitions. 
Sec. 312. Required regulatory analysis. 
Sec. 313. Rule of construction. 
Sec. 314. Public availability of data and regulatory analysis. 
Sec. 315. Five-year regulatory impact analysis. 
Sec. 316. Retrospective review of existing rules. 
Sec. 317. Judicial review. 
Sec. 318. Chief Economists Council. 
Sec. 319. Conforming amendments. 
Sec. 320. Other regulatory entities. 
Sec. 321. Avoidance of duplicative or unnecessary analyses. 
Subtitle B—Congressional Review of Federal Financial Agency Rulemaking 
Sec. 331. Congressional review. 
Sec. 332. Congressional approval procedure for major rules. 
Sec. 333. Congressional disapproval procedure for nonmajor rules. 
Sec. 334. Definitions. 
Sec. 335. Judicial review. 
Sec. 336. Effective date of certain rules. 
Sec. 337. Budgetary effects of rules subject to section 332 of the Financial 
CHOICE Act of 2017. 
Sec. 338. Nonapplicability to monetary policy. 
Subtitle C—Judicial Review of Agency Actions 
Sec. 341. Scope of judicial review of agency actions. 
Subtitle D—Leadership of Financial Regulators 
Sec. 351. Federal Deposit Insurance Corporation. 
Sec. 352. Federal Housing Finance Agency. 
Subtitle E—Congressional Oversight of Appropriations 
Sec. 361. Bringing the Federal Deposit Insurance Corporation into the appro-
priations process. 
Sec. 362. Bringing the Federal Housing Finance Agency into the appropria-
tions process. 
Sec. 363. Bringing the examination and supervision functions of the National 
Credit Union Administration into the appropriations process. 
Sec. 364. Bringing the Office of the Comptroller of the Currency into the ap-
propriations process. 
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Sec. 365. Bringing the non-monetary policy related functions of the Board of 
Governors of the Federal Reserve System into the appropria-
tions process. 
Subtitle F—International Processes 
Sec. 371. Requirements for international processes. 
Subtitle G—Unfunded Mandates Reform 
Sec. 381. Definitions. 
Sec. 382. Application of the Unfunded Mandates Reform Act. 
Subtitle H—Enforcement Coordination 
Sec. 391. Policies to minimize duplication of enforcement efforts. 
Subtitle I—Penalties for Unauthorized Disclosures 
Sec. 392. Criminal penalty for unauthorized disclosures. 
Subtitle J—Stop Settlement Slush Funds 
Sec. 393. Limitation on donations made pursuant to settlement agreements to 
which certain departments or agencies are a party. 
TITLE 
IV—UNLEASHING 
OPPORTUNITIES 
FOR 
SMALL 
BUSI-
NESSES, INNOVATORS, AND JOB CREATORS BY FACILITATING 
CAPITAL FORMATION 
Subtitle A—Small Business Mergers, Acquisitions, Sales, and Brokerage 
Simplification 
Sec. 401. Registration exemption for merger and acquisition brokers. 
Sec. 402. Effective date. 
Subtitle B—Encouraging Employee Ownership 
Sec. 406. Increased threshold for disclosures relating to compensatory benefit 
plans. 
Subtitle C—Small Company Disclosure Simplification 
Sec. 411. Exemption from XBRL requirements for emerging growth companies 
and other smaller companies. 
Sec. 412. Analysis by the SEC. 
Sec. 413. Report to Congress. 
Sec. 414. Definitions. 
Subtitle D—Securities and Exchange Commission Overpayment Credit 
Sec. 416. Refunding or crediting overpayment of section 31 fees. 
Subtitle E—Fair Access to Investment Research 
Sec. 421. Safe harbor for investment fund research. 
Subtitle F—Accelerating Access to Capital 
Sec. 426. Expanded eligibility for use of Form S–3. 
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Subtitle G—Enhancing the RAISE Act 
Sec. 431. Certain accredited investor transactions. 
Subtitle H—Small Business Credit Availability 
Sec. 436. Business development company ownership of securities of investment 
advisers and certain financial companies. 
Sec. 437. Expanding access to capital for business development companies. 
Sec. 438. Parity for business development companies regarding offering and 
proxy rules. 
Subtitle I—Fostering Innovation 
Sec. 441. Temporary exemption for low-revenue issuers. 
Subtitle J—Small Business Capital Formation Enhancement 
Sec. 446. Annual review of government-business forum on capital formation. 
Subtitle K—Helping Angels Lead Our Startups 
Sec. 451. Definition of angel investor group. 
Sec. 452. Clarification of general solicitation. 
Subtitle L—Main Street Growth 
Sec. 456. Venture exchanges. 
Subtitle M—Micro Offering Safe Harbor 
Sec. 461. Exemptions for micro-offerings. 
Subtitle N—Private Placement Improvement 
Sec. 466. Revisions to SEC Regulation D. 
Subtitle O—Supporting America’s Innovators 
Sec. 471. Investor limitation for qualifying venture capital funds. 
Subtitle P—Fix Crowdfunding 
Sec. 476. Crowdfunding exemption. 
Sec. 477. Exclusion of crowdfunding investors from shareholder cap. 
Sec. 478. Preemption of State law. 
Sec. 479. Treatment of funding portals. 
Subtitle Q—Corporate Governance Reform and Transparency 
Sec. 481. Definitions. 
Sec. 482. Registration of proxy advisory firms. 
Sec. 483. Commission annual report. 
Subtitle R—Senior Safe 
Sec. 491. Immunity. 
Sec. 492. Training required. 
Sec. 493. Relationship to State law. 
Subtitle S—National Securities Exchange Regulatory Parity 
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Sec. 496. Application of exemption. 
Subtitle T—Private Company Flexibility and Growth 
Sec. 497. Shareholder threshold for registration. 
Subtitle U—Small Company Capital Formation Enhancements 
Sec. 498. JOBS Act-related exemption. 
Subtitle V—Encouraging Public Offerings 
Sec. 499. Expanding testing the waters and confidential submissions. 
Subtitle X—Modernized Offering and Proxy Rules for Closed-End Funds 
Sec. 499A. Parity for closed-end companies regarding offering and proxy rules. 
TITLE V—REGULATORY RELIEF FOR MAIN STREET AND 
COMMUNITY FINANCIAL INSTITUTIONS 
Subtitle A—Preserving Access to Manufactured Housing 
Sec. 501. Mortgage originator definition. 
Sec. 502. High-Cost mortgage definition. 
Subtitle B—Mortgage Choice 
Sec. 506. Definition of points and fees. 
Subtitle C—Financial Institution Customer Protection 
Sec. 511. Requirements for deposit account termination requests and orders. 
Sec. 512. Amendments to the Financial Institutions Reform, Recovery, and En-
forcement Act of 1989. 
Subtitle D—Portfolio Lending and Mortgage Access 
Sec. 516. Safe harbor for certain loans held on portfolio. 
Subtitle E—Application of the Expedited Funds Availability Act 
Sec. 521. Application of the Expedited Funds Availability Act. 
Subtitle F—Small Bank Holding Company Policy Statement 
Sec. 526. Changes required to small bank holding company policy statement on 
assessment of financial and managerial factors. 
Subtitle G—Community Institution Mortgage Relief 
Sec. 531. Community financial institution mortgage relief. 
Subtitle H—Financial Institutions Examination Fairness and Reform 
Sec. 536. Timeliness of examination reports. 
Subtitle I—National Credit Union Administration Budget Transparency 
Sec. 541. Budget transparency for the NCUA. 
Subtitle J—Taking Account of Institutions With Low Operation Risk 
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Sec. 546. Regulations appropriate to business models. 
Subtitle K—Federal Savings Association Charter Flexibility 
Sec. 551. Option for Federal savings associations to operate as a covered sav-
ings association. 
Subtitle L—SAFE Transitional Licensing 
Sec. 556. Eliminating barriers to jobs for loan originators. 
Subtitle M—Right to Lend 
Sec. 561. Small business loan data collection requirement. 
Subtitle N—Community Bank Reporting Relief 
Sec. 566. Short form call report. 
Subtitle O—Homeowner Information Privacy Protection 
Sec. 571. Study regarding privacy of information collected under the Home 
Mortgage Disclosure Act of 1975. 
Subtitle P—Home Mortgage Disclosure Adjustment 
Sec. 576. Depository institutions subject to maintenance of records and disclo-
sure requirements. 
Subtitle Q—Protecting Consumers’ Access to Credit 
Sec. 581. Rate of interest after transfer of loan. 
Subtitle R—NCUA Overhead Transparency 
Sec. 586. Fund transparency. 
Subtitle S—Housing Opportunities Made Easier 
Sec. 591. Clarification of donated services to non-profits. 
Subtitle T—Protection of Consumer Information by Consumer Reporting 
Agencies 
Sec. 596. Sense of Congress related to protection of consumer information by 
consumer reporting agencies. 
Subtitle U—Legitimate Financial Transactions Report 
Sec. 597. Treasury report on legitimate financial transactions. 
Subtitle V—Dividend Waiver Authority for Mutual Holding Companies 
Sec. 598. Dividend waiver authority for mutual holding companies. 
TITLE VI—REGULATORY RELIEF FOR STRONGLY CAPITALIZED, 
WELL MANAGED BANKING ORGANIZATIONS 
Sec. 601. Capital election. 
Sec. 602. Regulatory relief. 
Sec. 603. Contingent capital study. 
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Sec. 604. Study on altering the current prompt corrective action rules. 
Sec. 605. Definitions. 
TITLE VII—EMPOWERING AMERICANS TO ACHIEVE FINANCIAL 
INDEPENDENCE 
Subtitle A—Separation of Powers and Liberty Enhancements 
Sec. 711. Consumer Law Enforcement Agency. 
Sec. 712. Bringing the Agency into the regular appropriations process. 
Sec. 713. Consumer Law Enforcement Agency Inspector General Reform. 
Sec. 714. Private parties authorized to compel the Agency to seek sanctions by 
filing civil actions; Adjudications deemed actions. 
Sec. 715. Civil investigative demands to be appealed to courts. 
Sec. 716. Agency dual mandate and economic analysis. 
Sec. 717. No deference to Agency interpretation. 
Subtitle B—Administrative Enhancements 
Sec. 721. Advisory opinions. 
Sec. 722. Reform of Consumer Financial Civil Penalty Fund. 
Sec. 723. Agency pay fairness. 
Sec. 724. Elimination of market monitoring functions. 
Sec. 725. Reforms to mandatory functional units. 
Sec. 726. Repeal of mandatory advisory board. 
Sec. 727. Elimination of supervision authority. 
Sec. 728. Transfer of old OTS building from OCC to GSA. 
Sec. 729. Limitation on Agency authority. 
Subtitle C—Policy Enhancements 
Sec. 731. Consumer right to financial privacy. 
Sec. 732. Repeal of Council authority to set aside Agency rules and require-
ment of safety and soundness considerations when issuing 
rules. 
Sec. 733. Removal of authority to regulate small-dollar credit. 
Sec. 734. Reforming indirect auto financing guidance. 
Sec. 735. Removal of Agency UDAAP authority. 
Sec. 736. Preservation of UDAP authority for Federal banking regulators. 
Sec. 737. Repeal of authority to restrict arbitration. 
TITLE VIII—CAPITAL MARKETS IMPROVEMENTS 
Subtitle A—SEC Reform, Restructuring, and Accountability 
Sec. 801. Authorization of appropriations. 
Sec. 802. Report on unobligated appropriations. 
Sec. 803. SEC Reserve Fund abolished. 
Sec. 804. Fees to offset appropriations. 
Sec. 805. Commission Federal construction funding prohibition. 
Sec. 806. Implementation of recommendations. 
Sec. 807. Office of Credit Ratings to report to the Division of Trading and 
Markets. 
Sec. 808. Office of Municipal Securities to report to the Division of Trading 
and Markets. 
Sec. 809. Independence of Commission Ombudsman. 
Sec. 810. Investor Advisory Committee improvements. 
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Sec. 811. Duties of Investor Advocate. 
Sec. 812. Elimination of exemption of Small Business Capital Formation Advi-
sory Committee from Federal Advisory Committee Act. 
Sec. 813. Internal risk controls. 
Sec. 814. Applicability of notice and comment requirements of the Administra-
tive Procedure Act to guidance voted on by the Commission. 
Sec. 815. Limitation on pilot programs. 
Sec. 816. Procedure for obtaining certain intellectual property. 
Sec. 817. Process for closing investigations. 
Sec. 818. Enforcement Ombudsman. 
Sec. 819. Adequate notice. 
Sec. 820. Advisory committee on Commission’s enforcement policies and prac-
tices. 
Sec. 821. Process to permit recipient of Wells notification to appear before 
Commission staff in-person. 
Sec. 822. Publication of enforcement manual. 
Sec. 823. Private parties authorized to compel the Securities and Exchange 
Commission to seek sanctions by filing civil actions. 
Sec. 824. Certain findings required to approve civil money penalties against 
issuers. 
Sec. 825. Repeal of authority of the Commission to prohibit persons from serv-
ing as officers or directors. 
Sec. 826. Subpoena duration and renewal. 
Sec. 827. Elimination of automatic disqualifications. 
Sec. 828. Denial of award to culpable whistleblowers. 
Sec. 829. Clarification of authority to impose sanctions on persons associated 
with a broker or dealer. 
Sec. 830. Complaint and burden of proof requirements for certain actions for 
breach of fiduciary duty. 
Sec. 831. Congressional access to information held by the Public Company Ac-
counting Oversight Board. 
Sec. 832. Abolishing Investor Advisory Group. 
Sec. 833. Repeal of requirement for Public Company Accounting Oversight 
Board to use certain funds for merit scholarship program. 
Sec. 834. Reallocation of fines for violations of rules of municipal securities 
rulemaking board. 
Subtitle B—Eliminating Excessive Government Intrusion in the Capital 
Markets 
Sec. 841. Repeal of Department of Labor fiduciary rule and requirements prior 
to rulemaking relating to standards of conduct for brokers and 
dealers. 
Sec. 842. Exemption from risk retention requirements for nonresidential mort-
gage. 
Sec. 843. Frequency of shareholder approval of executive compensation. 
Sec. 844. Shareholder Proposals. 
Sec. 845. Prohibition on requiring a single ballot. 
Sec. 846. Requirement for municipal advisor for issuers of municipal securities. 
Sec. 847. Small issuer exemption from internal control evaluation. 
Sec. 848. Streamlining of applications for an exemption from the Investment 
Company Act of 1940. 
Sec. 849. Restriction on recovery of erroneously awarded compensation. 
Sec. 850. Exemptive authority for certain provisions relating to registration of 
nationally recognized statistical rating organizations. 
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Sec. 851. Risk-based examinations of Nationally Recognized Statistical Rating 
Organizations. 
Sec. 852. Transparency of credit rating methodologies. 
Sec. 853. Repeal of certain attestation requirements relating to credit ratings. 
Sec. 854. Look-back review by NRSRO. 
Sec. 855. Approval of credit rating procedures and methodologies. 
Sec. 856. Exception for providing certain material information relating to a 
credit rating. 
Sec. 857. Repeals. 
Sec. 858. Exemption of and reporting by private equity fund advisers. 
Sec. 859. Records and reports of private funds. 
Sec. 860. Definition of accredited investor. 
Sec. 861. Repeal of certain provisions requiring a study and report to Congress. 
Sec. 862. Repeal. 
Subtitle C—Harmonization of Derivatives Rules 
Sec. 871. Commissions review and harmonization of rules relating to the regu-
lation of over-the-counter swaps markets. 
Sec. 872. Treatment of transactions between affiliates. 
TITLE IX—REPEAL OF THE VOLCKER RULE AND OTHER 
PROVISIONS 
Sec. 901. Repeals. 
TITLE X—FED OVERSIGHT REFORM AND MODERNIZATION 
Sec. 1001. Requirements for policy rules of the Federal Open Market Com-
mittee. 
Sec. 1002. Federal Open Market Committee blackout period. 
Sec. 1003. Public transcripts of FOMC meetings. 
Sec. 1004. Membership of Federal Open Market Committee. 
Sec. 1005. Frequency of testimony of the Chairman of the Board of Governors 
of the Federal Reserve System to Congress. 
Sec. 1006. Vice Chairman for Supervision report requirement. 
Sec. 1007. Salaries, financial disclosures, and office staff of the Board of Gov-
ernors of the Federal Reserve System. 
Sec. 1008. Amendments to powers of the Board of Governors of the Federal 
Reserve System. 
Sec. 1009. Interest rates on balances maintained at a Federal Reserve bank by 
depository institutions established by Federal Open Market 
Committee. 
Sec. 1010. Audit reform and transparency for the Board of Governors of the 
Federal Reserve System. 
Sec. 1011. Establishment of a Centennial Monetary Commission. 
TITLE XI—IMPROVING INSURANCE COORDINATION THROUGH AN 
INDEPENDENT ADVOCATE 
Sec. 1101. Repeal of the Federal Insurance Office; Creation of the Office of the 
Independent Insurance Advocate. 
Sec. 1102. Treatment of covered agreements. 
TITLE XII—TECHNICAL CORRECTIONS 
Sec. 1201. Table of contents; Definitional corrections. 
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Sec. 1202. Antitrust savings clause corrections. 
Sec. 1203. Title I corrections. 
Sec. 1204. Title III corrections. 
Sec. 1205. Title IV correction. 
Sec. 1206. Title VI corrections. 
Sec. 1207. Title VII corrections. 
Sec. 1208. Title IX corrections. 
Sec. 1209. Title X corrections. 
Sec. 1210. Title XII correction. 
Sec. 1211. Title XIV correction. 
Sec. 1212. Technical corrections to other statutes. 
SEC. 2. DIRECTED RULEMAKING REPEALS. 
With respect to any directed rulemaking required by 
a provision of law repealed by this Act, to the extent any 
rule was issued or revised pursuant to such directed rule-
making, such rule or revision shall have no force or effect. 
TITLE I—ENDING ‘‘TOO BIG TO 
FAIL’’ AND BANK BAILOUTS 
Subtitle A—Repeal of the Orderly 
Liquidation Authority 
SEC. 111. REPEAL OF THE ORDERLY LIQUIDATION AU-
THORITY. 
(a) IN GENERAL.—Title II of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act is hereby re-
pealed and any Federal law amended by such title shall, 
on and after the effective date of this Act, be effective 
as if title II of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act had not been enacted. 
(b) CONFORMING AMENDMENTS.— 
(1) DODD-FRANK WALL STREET REFORM AND 
CONSUMER
PROTECTION
ACT.—The Dodd-Frank 
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Wall Street Reform and Consumer Protection Act is 
amended— 
(A) in the table of contents for such Act, 
by striking all items relating to title II; 
(B) in section 165(d)— 
(i) in paragraph (1), by striking ‘‘, the 
Council, and the Corporation’’ and insert-
ing ‘‘and the Council’’; 
(ii) in paragraph (2), by striking ‘‘, 
the Council, and the Corporation’’ and in-
serting ‘‘and the Council’’; 
(iii) in paragraph (3), by striking 
‘‘and the Corporation’’; 
(iv) in paragraph (4)— 
(I) by striking ‘‘and the Corpora-
tion jointly determine’’ and inserting 
‘‘determines’’; 
(II) by striking ‘‘their’’ and in-
serting ‘‘its’’; 
(III) in subparagraph (A), by 
striking ‘‘and the Corporation’’; and 
(IV) in subparagraph (B), by 
striking ‘‘and the Corporation’’; 
(v) in paragraph (5)— 
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(I) in subparagraph (A), by strik-
ing ‘‘and the Corporation may jointly’’ 
and inserting ‘‘may’’; and 
(II) in subparagraph (B)— 
(aa) by striking ‘‘and the 
Corporation’’ each place such 
term appears; 
(bb) by striking ‘‘may joint-
ly’’ and inserting ‘‘may’’; 
(cc) by striking ‘‘have joint-
ly’’ and inserting ‘‘has’’; 
(vi) in paragraph (6), by striking ‘‘, a 
receiver appointed under title II,’’; and 
(vii) by amending paragraph (8) to 
read as follows: 
‘‘(8) RULES.—Not later than 12 months after 
enactment of this paragraph, the Board of Gov-
ernors shall issue final rules implementing this sec-
tion.’’; and 
(C) in section 716(g), by striking ‘‘or a 
covered financial company under title II’’. 
(2) FEDERAL DEPOSIT INSURANCE ACT.—Sec-
tion 10(b)(3) of the Federal Deposit Insurance Act 
(12 U.S.C. 1820(b)(3)) is amended by striking ‘‘, or 
of such nonbank financial company supervised by 
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the Board of Governors or bank holding company 
described in section 165(a) of the Financial Stability 
Act of 2010, for the purpose of implementing its au-
thority to provide for orderly liquidation of any such 
company under title II of that Act’’. 
(3) FEDERAL RESERVE ACT.—Section 13(3) of 
the Federal Reserve Act is amended— 
(A) in subparagraph (B)— 
(i) in clause (ii), by striking ‘‘, resolu-
tion under title II of the Dodd-Frank Wall 
Street Reform and Consumer Protection 
Act, or’’ and inserting ‘‘or is subject to 
resolution under’’; and 
(ii) in clause (iii), by striking ‘‘, reso-
lution under title II of the Dodd-Frank 
Wall Street Reform and Consumer Protec-
tion Act, or’’ and inserting ‘‘or resolution 
under’’; and 
(B) by striking subparagraph (E). 
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Subtitle B—Financial Institution 
Bankruptcy 
SEC. 121. GENERAL PROVISIONS RELATING TO COVERED 
FINANCIAL CORPORATIONS. 
(a) DEFINITION.—Section 101 of title 11, United 
States Code, is amended by inserting the following after 
paragraph (9): 
‘‘(9A) The term ‘covered financial corporation’ 
means any corporation incorporated or organized 
under any Federal or State law, other than a stock-
broker, a commodity broker, or an entity of the kind 
specified in paragraph (2) or (3) of section 109(b), 
that is— 
‘‘(A) a bank holding company, as defined 
in section 2(a) of the Bank Holding Company 
Act of 1956; or 
‘‘(B) a corporation that exists for the pri-
mary purpose of owning, controlling and financ-
ing its subsidiaries, that has total consolidated 
assets of $50,000,000,000 or greater, and for 
which, in its most recently completed fiscal 
year— 
‘‘(i) annual gross revenues derived by 
the corporation and all of its subsidiaries 
from activities that are financial in nature 
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(as defined in section 4(k) of the Bank 
Holding Company Act of 1956) and, if ap-
plicable, from the ownership or control of 
one or more insured depository institu-
tions, represents 85 percent or more of the 
consolidated annual gross revenues of the 
corporation; or 
‘‘(ii) the consolidated assets of the 
corporation and all of its subsidiaries re-
lated to activities that are financial in na-
ture (as defined in section 4(k) of the 
Bank Holding Company Act of 1956) and, 
if applicable, related to the ownership or 
control of one or more insured depository 
institutions, represents 85 percent or more 
of the consolidated assets of the corpora-
tion.’’. 
(b) APPLICABILITY OF CHAPTERS.—Section 103 of 
title 11, United States Code, is amended by adding at the 
end the following: 
‘‘(l) Subchapter V of chapter 11 of this title applies 
only in a case under chapter 11 concerning a covered fi-
nancial corporation.’’. 
(c) WHO MAY BE A DEBTOR.—Section 109 of title 
11, United States Code, is amended— 
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‘‘(3) the court finds, after notice and a hearing, 
that conversion is in the best interest of the credi-
tors and the estate.’’. 
(e)(1) Section 726(a)(1) of title 11, United States 
Code, is amended by inserting after ‘‘first,’’ the following: 
‘‘in payment of any unpaid fees, costs, and expenses of 
a special trustee appointed under section 1186, and then’’. 
(2) Section 1129(a) of title 11, United States Code, 
is amended by inserting after paragraph (16) the fol-
lowing: 
‘‘(17) In a case under subchapter V, all payable 
fees, costs, and expenses of the special trustee have 
been paid or the plan provides for the payment of 
all such fees, costs, and expenses on the effective 
date of the plan. 
‘‘(18) In a case under subchapter V, confirma-
tion of the plan is not likely to cause serious adverse 
effects on financial stability in the United States.’’. 
(f) Section 322(b)(2) of title 11, United States Code, 
is amended by striking ‘‘The’’ and inserting ‘‘In cases 
under subchapter V, the United States trustee shall rec-
ommend to the court, and in all other cases, the’’. 
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SEC. 122. LIQUIDATION, REORGANIZATION, OR RECAPITAL-
IZATION OF A COVERED FINANCIAL COR-
PORATION. 
Chapter 11 of title 11, United States Code, is amend-
ed by adding at the end the following (and conforming 
the table of contents for such chapter accordingly): 
‘‘SUBCHAPTER V—LIQUIDATION, REORGANIZA-
TION, OR RECAPITALIZATION OF A COV-
ERED FINANCIAL CORPORATION 
‘‘§ 1181. Inapplicability of other sections 
‘‘Sections 303 and 321(c) do not apply in a case 
under this subchapter concerning a covered financial cor-
poration. Section 365 does not apply to a transfer under 
section 1185, 1187, or 1188. 
‘‘§ 1182. Definitions for this subchapter 
‘‘In this subchapter, the following definitions shall 
apply: 
‘‘(1) The term ‘Board’ means the Board of 
Governors of the Federal Reserve System. 
‘‘(2) The term ‘bridge company’ means a newly 
formed corporation to which property of the estate 
may be transferred under section 1185(a) and the 
equity securities of which may be transferred to a 
special trustee under section 1186(a). 
‘‘(3) The term ‘capital structure debt’ means all 
unsecured debt of the debtor for borrowed money for 
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which the debtor is the primary obligor, other than 
a qualified financial contract and other than debt se-
cured by a lien on property of the estate that is to 
be transferred to a bridge company pursuant to an 
order of the court under section 1185(a). 
‘‘(4) The term ‘contractual right’ means a con-
tractual right of a kind defined in section 555, 556, 
559, 560, or 561. 
‘‘(5) The term ‘qualified financial contract’ 
means any contract of a kind defined in paragraph 
(25), (38A), (47), or (53B) of section 101, section 
741(7), or paragraph (4), (5), (11), or (13) of sec-
tion 761. 
‘‘(6) The term ‘special trustee’ means the trust-
ee of a trust formed under section 1186(a)(1). 
‘‘§ 1183. Commencement of a case concerning a cov-
ered financial corporation 
‘‘(a) A case under this subchapter concerning a cov-
ered financial corporation may be commenced by the filing 
of a petition with the court by the debtor under section 
301 only if the debtor states to the best of its knowledge 
under penalty of perjury in the petition that it is a covered 
financial corporation. 
‘‘(b) The commencement of a case under subsection 
(a) constitutes an order for relief under this subchapter. 
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‘‘(c) The members of the board of directors (or body 
performing similar functions) of a covered financial com-
pany shall have no liability to shareholders, creditors, or 
other parties in interest for a good faith filing of a petition 
to commence a case under this subchapter, or for any rea-
sonable action taken in good faith in contemplation of 
such a petition or a transfer under section 1185 or section 
1186, whether prior to or after commencement of the case. 
‘‘(d) Counsel to the debtor shall provide, to the great-
est extent practicable without disclosing the identity of the 
potential debtor, sufficient confidential notice to the chief 
judge of the court of appeals for the circuit embracing the 
district in which such counsel intends to file a petition to 
commence a case under this subchapter regarding the po-
tential commencement of such case. The chief judge of 
such court shall randomly assign to preside over such case 
a bankruptcy judge selected from among the bankruptcy 
judges designated by the Chief Justice of the United 
States under section 298 of title 28. 
‘‘§ 1184. Regulators 
‘‘The Board, the Securities Exchange Commission, 
the Office of the Comptroller of the Currency of the De-
partment of the Treasury, the Commodity Futures Trad-
ing Commission, and the Federal Deposit Insurance Cor-
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poration may raise and may appear and be heard on any 
issue in any case or proceeding under this subchapter. 
‘‘§ 1185. Special transfer of property of the estate 
‘‘(a) On request of the trustee, and after notice and 
a hearing that shall occur not less than 24 hours after 
the order for relief, the court may order a transfer under 
this section of property of the estate, and the assignment 
of executory contracts, unexpired leases, and qualified fi-
nancial contracts of the debtor, to a bridge company. 
Upon the entry of an order approving such transfer, any 
property transferred, and any executory contracts, unex-
pired leases, and qualified financial contracts assigned 
under such order shall no longer be property of the estate. 
Except as provided under this section, the provisions of 
section 363 shall apply to a transfer and assignment under 
this section. 
‘‘(b) Unless the court orders otherwise, notice of a 
request for an order under subsection (a) shall consist of 
electronic or telephonic notice of not less than 24 hours 
to— 
‘‘(1) the debtor; 
‘‘(2) the holders of the 20 largest secured 
claims against the debtor; 
‘‘(3) the holders of the 20 largest unsecured 
claims against the debtor; 
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‘‘(4) counterparties to any debt, executory con-
tract, unexpired lease, and qualified financial con-
tract requested to be transferred under this section; 
‘‘(5) the Board; 
‘‘(6) the Federal Deposit Insurance Corpora-
tion; 
‘‘(7) the Secretary of the Treasury and the Of-
fice of the Comptroller of the Currency of the Treas-
ury; 
‘‘(8) the Commodity Futures Trading Commis-
sion; 
‘‘(9) the Securities and Exchange Commission; 
‘‘(10) the United States trustee or bankruptcy 
administrator; and 
‘‘(11) each primary financial regulatory agency, 
as defined in section 2(12) of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, with 
respect to any affiliate the equity securities of which 
are proposed to be transferred under this section. 
‘‘(c) The court may not order a transfer under this 
section unless the court determines, based upon a prepon-
derance of the evidence, that— 
‘‘(1) the transfer under this section is necessary 
to prevent serious adverse effects on financial sta-
bility in the United States; 
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‘‘(B) such property is being transferred to 
the bridge company in accordance with the pro-
visions of section 363; 
‘‘(4) the transfer does not provide for the as-
sumption by the bridge company of any debt, execu-
tory contract, unexpired lease or agreement (includ-
ing a qualified financial contract) of the debtor se-
cured by a lien on property of the estate unless the 
transfer provides for such property to be transferred 
to the bridge company in accordance with paragraph 
(3)(A) of this subsection; 
‘‘(5) the transfer does not provide for the trans-
fer of the equity of the debtor; 
‘‘(6) the trustee has demonstrated that the 
bridge company is not likely to fail to meet the obli-
gations of any debt, executory contract, qualified fi-
nancial contract, or unexpired lease assumed and as-
signed to the bridge company; 
‘‘(7) the transfer provides for the transfer to a 
special trustee all of the equity securities in the 
bridge company and appointment of a special trustee 
in accordance with section 1186; 
‘‘(8) after giving effect to the transfer, ade-
quate provision has been made for the fees, costs, 
and expenses of the estate and special trustee; and 
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‘‘(9) the bridge company will have governing 
documents, and initial directors and senior officers, 
that are in the best interest of creditors and the es-
tate. 
‘‘(d) Immediately before a transfer under this section, 
the bridge company that is the recipient of the transfer 
shall— 
‘‘(1) not have any property, executory con-
tracts, unexpired leases, qualified financial contracts, 
or debts, other than any property acquired or execu-
tory contracts, unexpired leases, or debts assumed 
when acting as a transferee of a transfer under this 
section; and 
‘‘(2) have equity securities that are property of 
the estate, which may be sold or distributed in ac-
cordance with this title. 
‘‘§ 1186. Special trustee 
‘‘(a)(1) An order approving a transfer under section 
1185 shall require the trustee to transfer to a qualified 
and independent special trustee, who is appointed by the 
court, all of the equity securities in the bridge company 
that is the recipient of a transfer under section 1185 to 
hold in trust for the sole benefit of the estate, subject to 
satisfaction of the special trustee’s fees, costs, and ex-
penses. The trust of which the special trustee is the trust-
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ee shall be a newly formed trust governed by a trust agree-
ment approved by the court as in the best interests of the 
estate, and shall exist for the sole purpose of holding and 
administering, and shall be permitted to dispose of, the 
equity securities of the bridge company in accordance with 
the trust agreement. 
‘‘(2) In connection with the hearing to approve a 
transfer under section 1185, the trustee shall confirm to 
the court that the Board has been consulted regarding the 
identity of the proposed special trustee and advise the 
court of the results of such consultation. 
‘‘(b) The trust agreement governing the trust shall 
provide— 
‘‘(1) for the payment of the fees, costs, ex-
penses, and indemnities of the special trustee from 
the assets of the debtor’s estate; 
‘‘(2) that the special trustee provide— 
‘‘(A) quarterly reporting to the estate, 
which shall be filed with the court; and 
‘‘(B) information about the bridge com-
pany reasonably requested by a party in inter-
est to prepare a disclosure statement for a plan 
providing for distribution of any securities of 
the bridge company if such information is nec-
essary to prepare such disclosure statement; 
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‘‘(3) that for as long as the equity securities of 
the bridge company are held by the trust, the special 
trustee shall file a notice with the court in connec-
tion with— 
‘‘(A) any change in a director or senior of-
ficer of the bridge company; 
‘‘(B) any modification to the governing 
documents of the bridge company; and 
‘‘(C) any material corporate action of the 
bridge company, including— 
‘‘(i) recapitalization; 
‘‘(ii) a material borrowing; 
‘‘(iii) termination of an intercompany 
debt or guarantee; 
‘‘(iv) a transfer of a substantial por-
tion of the assets of the bridge company; 
or 
‘‘(v) the issuance or sale of any secu-
rities of the bridge company; 
‘‘(4) that any sale of any equity securities of 
the bridge company shall not be consummated until 
the special trustee consults with the Federal Deposit 
Insurance Corporation and the Board regarding 
such sale and discloses the results of such consulta-
tion with the court; 
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‘‘(5) that, subject to reserves for payments per-
mitted under paragraph (1) provided for in the trust 
agreement, the proceeds of the sale of any equity se-
curities of the bridge company by the special trustee 
be held in trust for the benefit of or transferred to 
the estate; 
‘‘(6) the process and guidelines for the replace-
ment of the special trustee; and 
‘‘(7) that the property held in trust by the spe-
cial trustee is subject to distribution in accordance 
with subsection (c). 
‘‘(c)(1) The special trustee shall distribute the assets 
held in trust— 
‘‘(A) if the court confirms a plan in the case, 
in accordance with the plan on the effective date of 
the plan; or 
‘‘(B) if the case is converted to a case under 
chapter 7, as ordered by the court. 
‘‘(2) As soon as practicable after a final distribution 
under paragraph (1), the office of the special trustee shall 
terminate, except as may be necessary to wind up and con-
clude the business and financial affairs of the trust. 
‘‘(d) After a transfer to the special trustee under this 
section, the special trustee shall be subject only to applica-
ble nonbankruptcy law, and the actions and conduct of 
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the special trustee shall no longer be subject to approval 
by the court in the case under this subchapter. 
‘‘§ 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 
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‘‘(iv) a credit rating agency rating, or ab-
sence or withdrawal of a credit rating agency 
rating— 
‘‘(I) of the debtor at any time after 
the commencement of the case; 
‘‘(II) of an affiliate during the period 
from the commencement of the case until 
48 hours after such order is entered; 
‘‘(III) of the bridge company while the 
trustee or the special trustee is a direct or 
indirect beneficial holder of more than 50 
percent of the equity securities of— 
‘‘(aa) the bridge company; or 
‘‘(bb) the affiliate, if all of the di-
rect or indirect interests in the affil-
iate that are property of the estate 
are transferred under section 1185; or 
‘‘(IV) of an affiliate while the trustee 
or the special trustee is a direct or indirect 
beneficial holder of more than 50 percent 
of the equity securities of— 
‘‘(aa) the bridge company; or 
‘‘(bb) the affiliate, if all of the di-
rect or indirect interests in the affil-
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iate that are property of the estate 
are transferred under section 1185. 
‘‘(2) A debt, contract, lease, or agreement described 
in this paragraph is— 
‘‘(A) any debt (other than capital structure 
debt), executory contract, or unexpired lease of the 
debtor (other than a qualified financial contract); 
‘‘(B) any agreement under which the debtor 
issued or is obligated for debt (other than capital 
structure debt); 
‘‘(C) any debt, executory contract, or unexpired 
lease of an affiliate (other than a qualified financial 
contract); or 
‘‘(D) any agreement under which an affiliate 
issued or is obligated for debt. 
‘‘(3) The stay under this subsection terminates— 
‘‘(A) for the benefit of the debtor, upon the ear-
liest of— 
‘‘(i) 48 hours after the commencement of 
the case; 
‘‘(ii) assumption of the debt, contract, 
lease, or agreement by the bridge company 
under an order authorizing a transfer under 
section 1185; 
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‘‘(iii) a final order of the court denying the 
request for a transfer under section 1185; or 
‘‘(iv) the time the case is dismissed; and 
‘‘(B) for the benefit of an affiliate, upon the 
earliest of— 
‘‘(i) the entry of an order authorizing a 
transfer under section 1185 in which the direct 
or indirect interests in the affiliate that are 
property of the estate are not transferred under 
section 1185; 
‘‘(ii) a final order by the court denying the 
request for a transfer under section 1185; 
‘‘(iii) 48 hours after the commencement of 
the case if the court has not ordered a transfer 
under section 1185; or 
‘‘(iv) the time the case is dismissed. 
‘‘(4) Subsections (d), (e), (f), and (g) of section 362 
apply to a stay under this subsection. 
‘‘(b) A debt, executory contract (other than a quali-
fied financial contract), or unexpired lease of the debtor, 
or an agreement under which the debtor has issued or is 
obligated for any debt, may be assumed by a bridge com-
pany in a transfer under section 1185 notwithstanding 
any provision in an agreement or in applicable nonbank-
ruptcy law that— 
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‘‘(1) prohibits, restricts, or conditions the as-
signment of the debt, contract, lease, or agreement; 
or 
‘‘(2) accelerates, terminates, or modifies, or 
permits a party other than the debtor to terminate 
or modify, the debt, contract, lease, or agreement on 
account of— 
‘‘(A) the assignment of the debt, contract, 
lease, or agreement; or 
‘‘(B) a change in control of any party to 
the debt, contract, lease, or agreement. 
‘‘(c)(1) A debt, contract, lease, or agreement of the 
kind described in subparagraph (A) or (B) of subsection 
(a)(2) may not be accelerated, terminated, or modified, 
and any right or obligation under such debt, contract, 
lease, or agreement may not be accelerated, terminated, 
or modified, as to the bridge company solely because of 
a provision in the debt, contract, lease, or agreement or 
in applicable nonbankruptcy law— 
‘‘(A) of the kind described in subsection 
(a)(1)(B) as applied to the debtor; 
‘‘(B) that prohibits, restricts, or conditions the 
assignment of the debt, contract, lease, or agree-
ment; or 
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‘‘(C) that accelerates, terminates, or modifies, 
or permits a party other than the debtor to termi-
nate or modify, the debt, contract, lease or agree-
ment on account of— 
‘‘(i) the assignment of the debt, contract, 
lease, or agreement; or 
‘‘(ii) a change in control of any party to 
the debt, contract, lease, or agreement. 
‘‘(2) If there is a default by the debtor under a provi-
sion other than the kind described in paragraph (1) in 
a debt, contract, lease or agreement of the kind described 
in subparagraph (A) or (B) of subsection (a)(2), the 
bridge company may assume such debt, contract, lease, 
or agreement only if the bridge company— 
‘‘(A) shall cure the default; 
‘‘(B) compensates, or provides adequate assur-
ance in connection with a transfer under section 
1185 that the bridge company will promptly com-
pensate, a party other than the debtor to the debt, 
contract, lease, or agreement, for any actual pecu-
niary loss to the party resulting from the default; 
and 
‘‘(C) provides adequate assurance in connection 
with a transfer under section 1185 of future per-
formance under the debt, contract, lease, or agree-
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ment, as determined by the court under section 
1185(c)(4). 
‘‘§ 1188. Treatment of qualified financial contracts 
and affiliate contracts 
‘‘(a) Notwithstanding sections 362(b)(6), 362(b)(7), 
362(b)(17), 362(b)(27), 362(o), 555, 556, 559, 560, and 
561, a petition filed under section 1183 operates as a stay, 
during the period specified in section 1187(a)(3)(A), ap-
plicable to all entities, of the exercise of a contractual 
right— 
‘‘(1) to cause the modification, liquidation, ter-
mination, or acceleration of a qualified financial con-
tract of the debtor or an affiliate; 
‘‘(2) to offset or net out any termination value, 
payment amount, or other transfer obligation arising 
under or in connection with a qualified financial con-
tract of the debtor or an affiliate; or 
‘‘(3) under any security agreement or arrange-
ment or other credit enhancement forming a part of 
or related to a qualified financial contract of the 
debtor or an affiliate. 
‘‘(b)(1) During the period specified in section 
1187(a)(3)(A), the trustee or the affiliate shall perform 
all payment and delivery obligations under such qualified 
financial contract of the debtor or the affiliate, as the case 
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may be, that become due after the commencement of the 
case. The stay provided under subsection (a) terminates 
as to a qualified financial contract of the debtor or an 
affiliate immediately upon the failure of the trustee or the 
affiliate, as the case may be, to perform any such obliga-
tion during such period. 
‘‘(2) Any failure by a counterparty to any qualified 
financial contract of the debtor or any affiliate to perform 
any payment or delivery obligation under such qualified 
financial contract, including during the pendency of the 
stay provided under subsection (a), shall constitute a 
breach of such qualified financial contract by the 
counterparty. 
‘‘(c) Subject to the court’s approval, a qualified finan-
cial contract between an entity and the debtor may be as-
signed to or assumed by the bridge company in a transfer 
under, and in accordance with, section 1185 if and only 
if— 
‘‘(1) all qualified financial contracts between 
the entity and the debtor are assigned to and as-
sumed by the bridge company in the transfer under 
section 1185; 
‘‘(2) all claims of the entity against the debtor 
in respect of any qualified financial contract between 
the entity and the debtor (other than any claim that, 
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under the terms of the qualified financial contract, 
is subordinated to the claims of general unsecured 
creditors) are assigned to and assumed by the bridge 
company; 
‘‘(3) all claims of the debtor against the entity 
under any qualified financial contract between the 
entity and the debtor are assigned to and assumed 
by the bridge company; and 
‘‘(4) all property securing or any other credit 
enhancement furnished by the debtor for any quali-
fied financial contract described in paragraph (1) or 
any claim described in paragraph (2) or (3) under 
any qualified financial contract between the entity 
and the debtor is assigned to and assumed by the 
bridge company. 
‘‘(d) Notwithstanding any provision of a qualified fi-
nancial contract or of applicable nonbankruptcy law, a 
qualified financial contract of the debtor that is assumed 
or assigned in a transfer under section 1185 may not be 
accelerated, terminated, or modified, after the entry of the 
order approving a transfer under section 1185, and any 
right or obligation under the qualified financial contract 
may not be accelerated, terminated, or modified, after the 
entry of the order approving a transfer under section 1185 
solely because of a condition described in section 
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1187(c)(1), other than a condition of the kind specified 
in section 1187(b) that occurs after property of the estate 
no longer includes a direct beneficial interest or an indi-
rect beneficial interest through the special trustee, in more 
than 50 percent of the equity securities of the bridge com-
pany. 
‘‘(e) Notwithstanding any provision of any agreement 
or in applicable nonbankruptcy law, an agreement of an 
affiliate (including an executory contract, an unexpired 
lease, qualified financial contract, or an agreement under 
which the affiliate issued or is obligated for debt) and any 
right or obligation under such agreement may not be ac-
celerated, terminated, or modified, solely because of a con-
dition described in section 1187(c)(1), other than a condi-
tion of the kind specified in section 1187(b) that occurs 
after the bridge company is no longer a direct or indirect 
beneficial holder of more than 50 percent of the equity 
securities of the affiliate, at any time after the commence-
ment of the case if— 
‘‘(1) all direct or indirect interests in the affil-
iate that are property of the estate are transferred 
under section 1185 to the bridge company within the 
period specified in subsection (a); 
‘‘(2) the bridge company assumes— 
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‘‘(A) any guarantee or other credit en-
hancement issued by the debtor relating to the 
agreement of the affiliate; and 
‘‘(B) any obligations in respect of rights of 
setoff, netting arrangement, or debt of the debt-
or that directly arises out of or directly relates 
to the guarantee or credit enhancement; and 
‘‘(3) any property of the estate that directly 
serves as collateral for the guarantee or credit en-
hancement is transferred to the bridge company. 
‘‘§ 1189. Licenses, permits, and registrations 
‘‘(a) Notwithstanding any otherwise applicable non-
bankruptcy law, if a request is made under section 1185 
for a transfer of property of the estate, any Federal, State, 
or local license, permit, or registration that the debtor or 
an affiliate had immediately before the commencement of 
the case and that is proposed to be transferred under sec-
tion 1185 may not be accelerated, terminated, or modified 
at any time after the request solely on account of— 
‘‘(1) the insolvency or financial condition of the 
debtor at any time before the closing of the case; 
‘‘(2) the commencement of a case under this 
title concerning the debtor; 
‘‘(3) the appointment of or taking possession by 
a trustee in a case under this title concerning the 
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debtor or by a custodian before the commencement 
of the case; or 
‘‘(4) a transfer under section 1185. 
‘‘(b) Notwithstanding any otherwise applicable non-
bankruptcy law, any Federal, State, or local license, per-
mit, or registration that the debtor had immediately before 
the commencement of the case that is included in a trans-
fer under section 1185 shall be valid and all rights and 
obligations thereunder shall vest in the bridge company. 
‘‘§ 1190. Exemption from securities laws 
‘‘For purposes of section 1145, a security of the 
bridge company shall be deemed to be a security of a suc-
cessor to the debtor under a plan if the court approves 
the disclosure statement for the plan as providing ade-
quate information (as defined in section 1125(a)) about 
the bridge company and the security. 
‘‘§ 1191. Inapplicability of certain avoiding powers 
‘‘A transfer made or an obligation incurred by the 
debtor to an affiliate prior to or after the commencement 
of the case, including any obligation released by the debtor 
or the estate to or for the benefit of an affiliate, in con-
templation of or in connection with a transfer under sec-
tion 1185 is not avoidable under section 544, 547, 
548(a)(1)(B), or 549, or under any similar nonbankruptcy 
law. 
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‘‘§ 1192. Consideration of financial stability 
‘‘The court may consider the effect that any decision 
in connection with this subchapter may have on financial 
stability in the United States.’’. 
SEC. 123. AMENDMENTS TO TITLE 28, UNITED STATES 
CODE. 
(a) AMENDMENT TO CHAPTER 13.—Chapter 13 of 
title 28, United States Code, is amended by adding at the 
end the following: 
‘‘§ 298. Judge for a case under subchapter V of chap-
ter 11 of title 11 
‘‘(a)(1) Notwithstanding section 295, the Chief Jus-
tice of the United States shall designate not fewer than 
10 bankruptcy judges to be available to hear a case under 
subchapter V of chapter 11 of title 11. Bankruptcy judges 
may request to be considered by the Chief Justice of the 
United States for such designation. 
‘‘(2) Notwithstanding section 155, a case under sub-
chapter V of chapter 11 of title 11 shall be heard under 
section 157 by a bankruptcy judge designated under para-
graph (1), who shall be randomly assigned to hear such 
case by the chief judge of the court of appeals for the cir-
cuit embracing the district in which the case is pending. 
To the greatest extent practicable, the approvals required 
under section 155 should be obtained. 
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‘‘(3) If the bankruptcy judge assigned to hear a case 
under paragraph (2) is not assigned to the district in 
which the case is pending, the bankruptcy judge shall be 
temporarily assigned to the district. 
‘‘(b) A case under subchapter V of chapter 11 of title 
11, and all proceedings in the case, shall take place in 
the district in which the case is pending. 
‘‘(c) In this section, the term ‘covered financial cor-
poration’ has the meaning given that term in section 
101(9A) of title 11.’’. 
(b) AMENDMENT TO SECTION 1334 OF TITLE 28.— 
Section 1334 of title 28, United States Code, is amended 
by adding at the end the following: 
‘‘(f) This section does not grant jurisdiction to the 
district court after a transfer pursuant to an order under 
section 1185 of title 11 of any proceeding related to a spe-
cial trustee appointed, or to a bridge company formed, in 
connection with a case under subchapter V of chapter 11 
of title 11.’’. 
(c) TECHNICAL AND CONFORMING AMENDMENT.— 
The table of sections for chapter 13 of title 28, United 
States Code, is amended by adding at the end the fol-
lowing: 
‘‘298. Judge for a case under subchapter V of chapter 11 of title 11.’’. 
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Subtitle C—Ending Government 
Guarantees 
SEC. 131. REPEAL OF OBLIGATION GUARANTEE PROGRAM. 
(a) IN GENERAL.—The following sections of the 
Dodd-Frank Wall Street Reform and Consumer Protec-
tion Act (12 U.S.C. 5301 et seq.) are repealed: 
(1) Section 1104. 
(2) Section 1105. 
(3) Section 1106. 
(b) CLERICAL AMENDMENT.—The table of contents 
under section 1(b) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act is amended by striking the 
items relating to sections 1104, 1105, and 1106. 
SEC. 132. REPEAL OF SYSTEMIC RISK DETERMINATION IN 
RESOLUTIONS. 
Section 13(c)(4)(G) of the Federal Deposit Insurance 
Act (12 U.S.C. 1823(c)(4)(G)) is hereby repealed. 
SEC. 133. RESTRICTIONS ON USE OF THE EXCHANGE STA-
BILIZATION FUND. 
(a) IN GENERAL.—Section 5302 of title 31, United 
States Code, is amended by adding at the end the fol-
lowing: 
‘‘(e) Amounts in the fund may not be used for the 
establishment of a guaranty program for any nongovern-
mental entity.’’. 
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(b) CONFORMING AMENDMENT.—Section 131(b) of 
the Emergency Economic Stabilization Act of 2008 (12 
U.S.C. 5236(b)) is amended by inserting ‘‘, or for the pur-
poses of preventing the liquidation or insolvency of any 
entity’’ before the period. 
Subtitle D—Eliminating Financial 
Market Utility Designations 
SEC. 141. REPEAL OF TITLE VIII. 
(a) REPEAL.—Title VIII of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act (12 U.S.C. 
5461 et seq.) is repealed, and provisions of law amended 
by such title are restored and revived as if such title had 
never been enacted. 
(b) CLERICAL AMENDMENT.—The table of contents 
in section 1(b) of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act is amended by striking the items 
relating to title VIII. 
Subtitle E—Reform of the 
Financial Stability Act of 2010 
SEC. 151. REPEAL AND MODIFICATION OF PROVISIONS OF 
THE FINANCIAL STABILITY ACT OF 2010. 
(a) REPEALS.—The following provisions of the Fi-
nancial Stability Act of 2010 are repealed, and the provi-
sions of law amended or repealed by such provisions are 
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restored or revived as if such provisions had not been en-
acted: 
(1) Subtitle B. 
(2) Section 113. 
(3) Section 114. 
(4) Section 115. 
(5) Section 116. 
(6) Section 117. 
(7) Section 119. 
(8) Section 120. 
(9) Section 121. 
(10) Section 161. 
(11) Section 162. 
(12) Section 164. 
(13) Section 166. 
(14) Section 167. 
(15) Section 168. 
(16) Section 170. 
(17) Section 172. 
(18) Section 174. 
(19) Section 175. 
(b) ADDITIONAL MODIFICATIONS.—The Financial 
Stability Act of 2010 (12 U.S.C. 5311 et seq.) is amend-
ed— 
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(1) in section 102(a), by striking paragraph 
(5); 
(2) in section 111— 
(A) in subsection (b)— 
(i) in paragraph (1)— 
(I) by striking ‘‘who shall each’’ 
and inserting ‘‘who shall, except as 
provided below, each’’; and 
(II) by striking subparagraphs 
(B) through (J) and inserting the fol-
lowing: 
‘‘(B) each member of the Board of Gov-
ernors, who shall collectively have 1 vote on the 
Council; 
‘‘(C) the Comptroller of the Currency; 
‘‘(D) the Director of the Consumer Law 
Enforcement Agency; 
‘‘(E) each member of the Commission, who 
shall collectively have 1 vote on the Council; 
‘‘(F) each member of the Corporation, who 
shall collectively have 1 vote on the Council; 
‘‘(G) each member of the Commodity Fu-
tures Trading Commission, who shall collec-
tively have 1 vote on the Council; 
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‘‘(H) the Director of the Federal Housing 
Finance Agency; 
‘‘(I) each member of the National Credit 
Union Administration Board, who shall collec-
tively have 1 vote on the Council; and 
‘‘(J) the Independent Insurance Advo-
cate.’’; 
(ii) in paragraph (2)— 
(I) by striking subparagraphs (A) 
and (B); and 
(II) by redesignating subpara-
graphs (C), (D), and (E) as subpara-
graphs (A), (B), and (C), respectively; 
and 
(iii) by adding at the end the fol-
lowing: 
‘‘(4) VOTING BY MULTI-PERSON ENTITY.— 
‘‘(A) VOTING
WITHIN
THE
ENTITY.—An 
entity described under subparagraph (B), (E), 
(F), (G), or (I) of paragraph (1) shall deter-
mine the entity’s Council vote by using the vot-
ing process normally applicable to votes by the 
entity’s members. 
‘‘(B) CASTING OF ENTITY VOTE.—The 1 
collective Council vote of an entity described 
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under subparagraph (A) shall be cast by the 
head of such agency or, in the event such head 
is unable to cast such vote, the next most senior 
member of the entity available.’’; 
(B) in subsection (c)(1), by striking ‘‘The 
independent member of the Council shall serve 
for a term of 6 years, and each nonvoting mem-
ber described in subparagraphs (C), (D), and 
(E) of’’ and inserting ‘‘Each nonvoting mem-
bers described under’’; 
(C) in subsection (e), by adding at the end 
the following: 
‘‘(3) STAFF
ACCESS.—Any member of the 
Council may select to have one or more individuals 
on the member’s staff attend a meeting of the Coun-
cil, including any meeting of representatives of the 
member agencies other than the members them-
selves. 
‘‘(4) CONGRESSIONAL OVERSIGHT.—All public 
meetings of the Council shall be open to the attend-
ance by members of the authorization and oversight 
committees of the House of Representatives and the 
Senate. 
‘‘(5) TRANSCRIPTION REQUIREMENT FOR NON- 
PUBLIC MEETINGS.—The Council shall create and 
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preserve transcripts for all non-public meetings of 
the Council. 
‘‘(6) MEMBER AGENCY MEETINGS.—Any meet-
ing of representatives of the member agencies other 
than the members themselves shall be open to at-
tendance by staff of the authorization and oversight 
committees of the House of Representatives and the 
Senate.’’; 
(D) by striking subsection (g) (relating to 
the nonapplicability of FACA); 
(E) by inserting after subsection (f) the 
following: 
‘‘(g) OPEN MEETING REQUIREMENT.—The Council 
shall be an agency for purposes of section 552b of title 
5, United States Code (commonly referred to as the ‘Gov-
ernment in the Sunshine Act’). 
‘‘(h) CONFIDENTIAL CONGRESSIONAL BRIEFINGS.— 
The Chairperson shall at regular times but not less than 
annually provide confidential briefings to the Committee 
on Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs 
of the Senate, which may in the discretion of the Chair-
man of the respective committee be attended by any com-
bination of the committee’s members or staff.’’; and 
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(F) 
by 
redesignating 
subsections 
(h) 
through (j) as subsections (i) through (k), re-
spectively; 
(3) in section 112— 
(A) in subsection (a)(2)— 
(i) in subparagraph (A), by striking 
‘‘the Federal Insurance Office and, if nec-
essary to assess risks to the United States 
financial system, direct the Office of Fi-
nancial Research to’’ and inserting ‘‘and, if 
necessary to assess risks to the United 
States financial system,’’; 
(ii) by striking subparagraphs (B), 
(H), (I), and (J); 
(iii) by redesignating subparagraphs 
(C), (D), (E), (F), (G), (K), (L), (M), and 
(N) as subparagraphs (B), (C), (D), (E), 
(F), (G), (H), (I), and (J), respectively; 
(iv) in subparagraph (J), as so redes-
ignated— 
(I) in clause (iii), by adding 
‘‘and’’ at the end; 
(II) by striking clauses (iv) and 
(v); and 
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(III) by redesignating clause (vi) 
as clause (iv); and 
(B) in subsection (d)— 
(i) in paragraph (1), by striking ‘‘the 
Office of Financial Research, member 
agencies, and the Federal Insurance Of-
fice’’ and inserting ‘‘member agencies’’; 
(ii) in paragraph (2), by striking ‘‘the 
Office of Financial Research, any member 
agency, and the Federal Insurance Office,’’ 
and inserting ‘‘member agencies’’; 
(iii) in paragraph (3)— 
(I) by striking ‘‘, acting through 
the Office of Financial Research,’’ 
each place it appears; and 
(II) in subparagraph (B), by 
striking ‘‘the Office of Financial Re-
search or’’; and 
(iv) in paragraph (5)(A), by striking 
‘‘, the Office of Financial Research,’’; 
(4) by amending section 118 to read as follows: 
‘‘SEC. 118. COUNCIL FUNDING. 
‘‘There is authorized to be appropriated to the Coun-
cil $4,000,000 for fiscal year 2017 and each fiscal year 
thereafter to carry out the duties of the Council.’’; 
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(5) in section 163— 
(A) by striking subsection (a); 
(B) by redesignating subsection (b) as sub-
section (a); and 
(C) in subsection (a), as so redesignated— 
(i) by striking ‘‘or a nonbank financial 
company supervised by the Board of Gov-
ernors’’ each place such term appears; 
(ii) in paragraph (4), by striking ‘‘In 
addition’’ and inserting the following: 
‘‘(A) IN GENERAL.—In addition’’; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(B) EXCEPTION FOR QUALIFYING BANK-
ING
ORGANIZATION.—Subparagraph (A) shall 
not apply to a proposed acquisition by a quali-
fying banking organization, as defined under 
section 605 of the Financial CHOICE Act of 
2017.’’; and 
(6) in section 165— 
(A) by striking ‘‘nonbank financial compa-
nies supervised by the Board of Governors and’’ 
each place such term appears; 
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(B) by striking ‘‘nonbank financial com-
pany supervised by the Board of Governors 
and’’ each place such term appears; 
(C) in subsection (a), by amending para-
graph (2) to read as follows: 
‘‘(2) TAILORED APPLICATION.—In prescribing 
more stringent prudential standards under this sec-
tion, the Board of Governors may differentiate 
among companies on an individual basis or by cat-
egory, taking into consideration their capital struc-
ture, riskiness, complexity, financial activities (in-
cluding the financial activities of their subsidiaries), 
size, and any other risk-related factors that the 
Board of Governors deems appropriate.’’; 
(D) in subsection (b)— 
(i) in paragraph (1)(B)(iv), by strik-
ing ‘‘, on its own or pursuant to a rec-
ommendation made by the Council in ac-
cordance with section 115,’’; 
(ii) in paragraph (2)— 
(I) by striking ‘‘foreign nonbank 
financial company supervised by the 
Board of Governors or’’; 
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(II) by striking ‘‘shall—’’ and all 
that follows through ‘‘give due’’ and 
inserting ‘‘shall give due’’; 
(III) in subparagraph (A), by 
striking ‘‘; and’’ and inserting a pe-
riod; and 
(IV) by striking subparagraph 
(B); 
(iii) in paragraph (3)— 
(I) in subparagraph (A)— 
(aa) by striking clause (i); 
(bb) 
by 
redesignating 
clauses (ii), (iii), and (iv) as 
clauses (i), (ii), and (iii), respec-
tively; and 
(cc) in clause (iii), as so re-
designated, by adding ‘‘and’’ at 
the end; 
(II) by striking subparagraphs 
(B) and (C); and 
(III) by redesignating subpara-
graph (D) as subparagraph (B); and 
(iv) in paragraph (4), by striking ‘‘a 
nonbank financial company supervised by 
the Board of Governors or’’; 
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(E) in subsection (c)— 
(i) in paragraph (1), by striking 
‘‘under section 115(c)’’; and 
(ii) in paragraph (2)— 
(I) by amending subparagraph 
(A) to read as follows: 
‘‘(A) any recommendations of the Coun-
cil;’’; and 
(II) in subparagraph (D), by 
striking ‘‘nonbank financial company 
supervised by the Board of Governors 
or’’; 
(F) in subsection (d)— 
(i) by striking ‘‘a nonbank financial 
company supervised by the Board of Gov-
ernors or’’ each place such term appears; 
(ii) in paragraph (1), by striking ‘‘pe-
riodically’’ and inserting ‘‘not more often 
than every 2 years’’; 
(iii) in paragraph (3)— 
(I) by striking ‘‘The Board’’ and 
inserting the following: 
‘‘(A) IN GENERAL.—The Board’’; 
(II) by striking ‘‘shall review’’ 
and inserting the following: ‘‘shall— 
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‘‘(i) review’’; 
(III) by striking the period and 
inserting ‘‘; and’’; and 
(IV) by adding at the end the fol-
lowing: 
‘‘(ii) not later than the end of the 6- 
month period beginning on the date the 
bank holding company submits the resolu-
tion plan, provide feedback to the bank 
holding company on such plan. 
‘‘(B) 
DISCLOSURE
OF
ASSESSMENT 
FRAMEWORK.—The Board of Governors shall 
publicly disclose, including on the website of the 
Board of Governors, the assessment framework 
that is used to review information under this 
paragraph and shall provide the public with a 
notice and comment period before finalizing 
such assessment framework.’’. 
(iv) in paragraph (6), by striking 
‘‘nonbank financial company supervised by 
the Board, any bank holding company,’’ 
and inserting ‘‘bank holding company’’; 
(G) in subsection (e)— 
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(i) in paragraph (1), by striking ‘‘a 
nonbank financial company supervised by 
the Board of Governors or’’; 
(ii) in paragraph (3), by striking ‘‘the 
nonbank financial company supervised by 
the Board of Governors or’’ each place 
such term appears; and 
(iii) in paragraph (4), by striking ‘‘a 
nonbank financial company supervised by 
the Board of Governors or’’; 
(H) in subsection (g)(1), by striking ‘‘and 
any nonbank financial company supervised by 
the Board of Governors’’; 
(I) in subsection (h)— 
(i) by striking paragraph (1); 
(ii) by redesignating paragraphs (2), 
(3), and (4) as paragraphs (1), (2), and 
(3), respectively; 
(iii) in paragraph (1), as so redesig-
nated, by striking ‘‘paragraph (3)’’ each 
place such term appears and inserting 
‘‘paragraph (2)’’; and 
(iv) in paragraph (2), as so redesig-
nated— 
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(I) in subparagraph (A), by strik-
ing ‘‘the nonbank financial company 
supervised by the Board of Governors 
or bank holding company described in 
subsection (a), as applicable’’ and in-
serting ‘‘a bank holding company de-
scribed in subsection (a)’’; and 
(II) in subparagraph (B), by 
striking ‘‘the nonbank financial com-
pany supervised by the Board of Gov-
ernors or a bank holding company de-
scribed in subsection (a), as applica-
ble’’ and inserting ‘‘a bank holding 
company described in subsection (a)’’; 
(J) in subsection (i)— 
(i) in paragraph (1)— 
(I) in subparagraph (A), by strik-
ing ‘‘, in coordination with the appro-
priate primary financial regulatory 
agencies and the Federal Insurance 
Office,’’; 
(II) in subparagraph (B)— 
(aa) by amending clause (i) 
to read as follows: 
‘‘(i) shall— 
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‘‘(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 the Board of Governors shall not 
carry out any such evaluation until 60 
days after such regulations are issued; 
and 
‘‘(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’’; 
(cc) in clause (iv), by strik-
ing ‘‘and’’ at the end; 
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(dd) in clause (v), by strik-
ing the period and inserting the 
following: ‘‘, including any results 
of a resubmitted test;’’; and 
(ee) by adding at the end 
the following: 
‘‘(vi) shall, in establishing the severely 
adverse condition under clause (i), provide 
detailed consideration of the model’s ef-
fects on financial stability and the cost and 
availability of credit; 
‘‘(vii) shall, in developing the models 
and methodologies and providing them for 
notice and comment under this subpara-
graph, publish a process to test the models 
and methodologies for their potential to 
magnify systemic and institutional risks in-
stead of facilitating increased resiliency; 
‘‘(viii) shall design and publish a proc-
ess to test and document the sensitivity 
and uncertainty associated with the model 
system’s data quality, specifications, and 
assumptions; and 
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‘‘(ix) shall communicate the range and 
sources of uncertainty surrounding the 
models and methodologies.’’; and 
(III) by adding at the end the 
following: 
‘‘(C) CCAR REQUIREMENTS.— 
‘‘(i) 
PARAMETERS
AND
CON-
SEQUENCES
APPLICABLE
TO
CCAR.—The 
requirements of subparagraph (B) shall 
apply to CCAR. 
‘‘(ii) 
TWO-YEAR
LIMITATION.—The 
Board of Governors may not subject a 
company to CCAR more than once every 
two years. 
‘‘(iii) MID-CYCLE
RESUBMISSION.—If 
a company receives a quantitative objection 
to, or otherwise desires to amend the com-
pany’s capital plan, the company may file 
a new streamlined plan at any time after 
a capital planning exercise has been com-
pleted and before a subsequent capital 
planning exercise. 
‘‘(iv) LIMITATION
ON
QUALITATIVE 
CAPITAL PLANNING OBJECTIONS.—In car-
rying out CCAR, the Board of Governors 
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may not object to a company’s capital plan 
on the basis of qualitative deficiencies in 
the company’s capital planning process. 
‘‘(v) 
COMPANY
INQUIRIES.—The 
Board of Governors shall establish and 
publish procedures for responding to in-
quiries from companies subject to CCAR, 
including establishing the time frame in 
which such responses will be made, and 
make such procedures publicly available. 
‘‘(vi) CCAR DEFINED.—For purposes 
of this subparagraph and subparagraph 
(E), the term ‘CCAR’ means the Com-
prehensive Capital Analysis and Review es-
tablished by the Board of Governors.’’; and 
(ii) in paragraph (2)— 
(I) in subparagraph (A)— 
(aa) by striking ‘‘a bank 
holding company’’ and inserting 
‘‘bank holding company’’; 
(bb) 
by 
striking 
‘‘semi-
annual’’ and inserting ‘‘annual’’; 
(cc) by striking ‘‘All other 
financial companies’’ and insert-
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ing ‘‘All other bank holding com-
panies’’; and 
(dd) by striking ‘‘and are 
regulated by a primary Federal 
financial regulatory agency’’; 
(II) in subparagraph (B)— 
(aa) by striking ‘‘and to its 
primary 
financial 
regulatory 
agency’’; and 
(bb) by striking ‘‘primary fi-
nancial regulatory agency’’ the 
second time it appears and in-
serting ‘‘Board of Governors’’; 
and 
(III) in subparagraph (C)— 
(aa) by striking ‘‘Each Fed-
eral primary financial regulatory 
agency, in coordination with the 
Board of Governors and the Fed-
eral Insurance Office,’’ and in-
serting ‘‘The Board of Gov-
ernors’’; and 
(bb) by striking ‘‘consistent 
and comparable’’. 
(K) in subsection (j)— 
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(i) in paragraph (1), by striking ‘‘or a 
nonbank financial company supervised by 
the Board of Governors’’; and 
(ii) in paragraph (2), by striking ‘‘the 
factors described in subsections (a) and (b) 
of section 113 and any other’’ and insert-
ing ‘‘any’’; 
(L) in subsection (k)(1), by striking ‘‘or 
nonbank financial company supervised by the 
Board of Governors’’; and 
(M) by adding at the end the following: 
‘‘(l) EXEMPTION FOR QUALIFYING BANKING ORGA-
NIZATIONS.—This section shall not apply to a proposed 
acquisition by a qualifying banking organization, as de-
fined under section 605 of the Financial CHOICE Act of 
2017.’’. 
(c) TREATMENT OF OTHER RESOLUTION PLAN RE-
QUIREMENTS.— 
(1) IN GENERAL.—With respect to an appro-
priate Federal banking agency that requires a bank-
ing organization to submit to the agency a resolution 
plan not described under section 165(d) of the 
Dodd-Frank Wall Street Reform and Consumer Pro-
tection Act— 
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(A) the agency shall comply with the re-
quirements of paragraphs (3) and (4) of such 
section 165(d); 
(B) the agency may not require the sub-
mission of such a resolution plan more often 
than every 2 years; and 
(C) paragraphs (6) and (7) of such section 
165(d) shall apply to such a resolution plan. 
(2) DEFINITIONS.—For purposes of this sub-
section, the terms ‘‘appropriate Federal banking 
agency’’ and ‘‘banking organization’’ have the mean-
ing given those terms, respectively, under section 
105. 
(d) ACTIONS TO CREATE A BANK HOLDING COM-
PANY.—Section 3(b)(1) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842(b)(1)) is amended— 
(1) by striking ‘‘Upon receiving’’ and inserting 
the following: 
‘‘(A) IN GENERAL.—Upon receiving’’; 
(2) by striking ‘‘Notwithstanding any other pro-
vision’’ and inserting the following: 
‘‘(B) IMMEDIATE ACTION.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
any other provision’’; and 
(3) by adding at the end the following: 
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‘‘(ii) EXCEPTION.—The Board may 
not take any action pursuant to clause (i) 
on an application that would cause any 
company to become a bank holding com-
pany unless such application involves the 
company acquiring a bank that is critically 
undercapitalized (as such term is defined 
under section 38(b) of the Federal Deposit 
Insurance Act).’’. 
(e) CONCENTRATION LIMITS APPLIED ONLY
TO 
BANKING ORGANIZATIONS.—Section 14 of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1852) is 
amended— 
(1) by striking ‘‘financial company’’ each place 
such term appears and inserting ‘‘banking organiza-
tion’’; 
(2) in subsection (a)— 
(A) by amending paragraph (2) to read as 
follows: 
‘‘(2) the term ‘banking organization’ means— 
‘‘(A) an insured depository institution; 
‘‘(B) a bank holding company; 
‘‘(C) a savings and loan holding company; 
‘‘(D) a company that controls an insured 
depository institution; and 
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‘‘(E) a foreign bank or company that is 
treated as a bank holding company for purposes 
of this Act; and’’; 
(B) in paragraph (3)— 
(i) in subparagraph (A)(ii), by adding 
‘‘and’’ at the end; 
(ii) in subparagraph (B)(ii), by strik-
ing ‘‘; and’’ and inserting a period; and 
(iii) by striking subparagraph (C); 
and 
(3) in subsection (b), by striking ‘‘financial 
companies’’ and inserting ‘‘banking organizations’’. 
(f) CONFORMING AMENDMENT.—Section 3502(5) of 
title 44, United States Code, is amended by striking ‘‘the 
Office of Financial Research,’’. 
(g) CLERICAL AMENDMENT.—The table of contents 
under section 1(b) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act is amended by striking the 
items relating to subtitle B of title I and 113, 114, 115, 
116, 117, 119, 120, 121, 161, 162, 164, 166, 167, 168, 
170, 172, 174, and 175. 
SEC. 152. OPERATIONAL RISK CAPITAL REQUIREMENTS 
FOR BANKING ORGANIZATIONS. 
(a) IN GENERAL.—An appropriate Federal banking 
agency may not establish an operational risk capital re-
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quirement for banking organizations, unless such require-
ment— 
(1) is based on the risks posed by a banking or-
ganization’s current activities and businesses; 
(2) is appropriately sensitive to the risks posed 
by such current activities and businesses; 
(3) is determined under a forward-looking as-
sessment of potential losses that may arise out of a 
banking organization’s current activities and busi-
nesses, which is not solely based on a banking orga-
nization’s historical losses; and 
(4) permits adjustments based on qualifying 
operational risk mitigants. 
(b) DEFINITIONS.—For purposes of this section, the 
terms ‘‘appropriate Federal banking agency’’ and ‘‘bank-
ing organization’’ have the meaning given those terms, re-
spectively, under section 605. 
TITLE 
II—DEMANDING 
AC-
COUNTABILITY FROM WALL 
STREET 
Subtitle A—SEC Penalties 
Modernization 
SEC. 211. ENHANCEMENT OF CIVIL PENALTIES FOR SECU-
RITIES LAWS VIOLATIONS. 
(a) UPDATED CIVIL MONEY PENALTIES.— 
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(1) SECURITIES ACT OF 1933.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 8A(g)(2) of the Securi-
ties Act of 1933 (15 U.S.C. 77h–1(g)(2)) is 
amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$7,500’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$75,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$75,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$375,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such act or omission shall 
not exceed the amount specified in clause 
(ii) if— 
‘‘(I) the act or omission described 
in paragraph (1) involved fraud, de-
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ceit, manipulation, or deliberate or 
reckless disregard of a regulatory re-
quirement; and 
‘‘(II) such act or omission di-
rectly or indirectly resulted in— 
‘‘(aa) substantial losses or 
created a significant risk of sub-
stantial losses to other persons; 
or 
‘‘(bb) substantial pecuniary 
gain to the person who com-
mitted the act or omission. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to the person who 
committed the act or omission; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
act or omission.’’. 
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(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 20(d)(2) of the Securities Act 
of 1933 (15 U.S.C. 77t(d)(2)) is amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such violation shall not 
exceed the amount specified in clause (ii) 
if— 
‘‘(I) the violation described in 
paragraph (1) involved fraud, deceit, 
manipulation, or deliberate or reckless 
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disregard of a regulatory requirement; 
and 
‘‘(II) such violation directly or in-
directly resulted in substantial losses 
or created a significant risk of sub-
stantial losses to other persons. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to such defendant as a 
result of the violation; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
violation.’’. 
(2) SECURITIES EXCHANGE ACT OF 1934.— 
(A) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 21(d)(3)(B) of the Securities 
Exchange 
Act 
of 
1934 
(15 
U.S.C. 
78u(d)(3)(B)) is amended— 
(i) in clause (i)— 
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‘‘(II) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in sub-
clause (I) is the greatest of— 
‘‘(aa) $300,000 for a natural 
person or $1,450,000 for any other 
person; 
‘‘(bb) 3 times the gross amount 
of pecuniary gain to such defendant 
as a result of the violation; or 
‘‘(cc) the amount of losses in-
curred by victims as a result of the 
violation.’’. 
(B) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 21B(b) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78u– 
2(b)) is amended— 
(i) in paragraph (1)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in paragraph (2)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
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(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking paragraph (3) and in-
serting the following: 
‘‘(3) THIRD TIER.— 
‘‘(A) 
IN
GENERAL.—Notwithstanding 
paragraphs (1) and (2), the amount of penalty 
for each such act or omission shall not exceed 
the amount specified in subparagraph (B) if— 
‘‘(i) the act or omission described in 
subsection (a) involved fraud, deceit, ma-
nipulation, or deliberate or reckless dis-
regard of a regulatory requirement; and 
‘‘(ii) such act or omission directly or 
indirectly resulted in substantial losses or 
created a significant risk of substantial 
losses to other persons or resulted in sub-
stantial pecuniary gain to the person who 
committed the act or omission. 
‘‘(B) MAXIMUM AMOUNT OF PENALTY.— 
The amount referred to in subparagraph (A) is 
the greatest of— 
‘‘(i) $300,000 for a natural person or 
$1,450,000 for any other person; 
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‘‘(ii) 3 times the gross amount of pe-
cuniary gain to the person who committed 
the act or omission; or 
‘‘(iii) the amount of losses incurred by 
victims as a result of the act or omission.’’. 
(3) INVESTMENT COMPANY ACT OF 1940.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 9(d)(2) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a– 
9(d)(2)) is amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
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penalty for each such act or omission shall 
not exceed the amount specified in clause 
(ii) if— 
‘‘(I) the act or omission described 
in paragraph (1) involved fraud, de-
ceit, manipulation, or deliberate or 
reckless disregard of a regulatory re-
quirement; and 
‘‘(II) such act or omission di-
rectly or indirectly resulted in sub-
stantial losses or created a significant 
risk of substantial losses to other per-
sons or resulted in substantial pecu-
niary gain to the person who com-
mitted the act or omission. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to the person who 
committed the act or omission; or 
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‘‘(III) the amount of losses in-
curred by victims as a result of the 
act or omission.’’. 
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 42(e)(2) of the Investment 
Company Act of 1940 (15 U.S.C. 80a– 
41(e)(2)) is amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such violation shall not 
exceed the amount specified in clause (ii) 
if— 
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‘‘(I) the violation described in 
paragraph (1) involved fraud, deceit, 
manipulation, or deliberate or reckless 
disregard of a regulatory requirement; 
and 
‘‘(II) such violation directly or in-
directly resulted in substantial losses 
or created a significant risk of sub-
stantial losses to other persons. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to such defendant as a 
result of the violation; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
violation.’’. 
(4) INVESTMENT ADVISERS ACT OF 1940.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 203(i)(2) of the Invest-
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ment Advisers Act of 1940 (15 U.S.C. 80b– 
3(i)(2)) is amended— 
(i) in subparagraph (A)— 
(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such act or omission shall 
not exceed the amount specified in clause 
(ii) if— 
‘‘(I) the act or omission described 
in paragraph (1) involved fraud, de-
ceit, manipulation, or deliberate or 
reckless disregard of a regulatory re-
quirement; and 
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‘‘(II) such act or omission di-
rectly or indirectly resulted in sub-
stantial losses or created a significant 
risk of substantial losses to other per-
sons or resulted in substantial pecu-
niary gain to the person who com-
mitted the act or omission. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to the person who 
committed the act or omission; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
act or omission.’’. 
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 209(e)(2) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–9(e)(2)) 
is amended— 
(i) in subparagraph (A)— 
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(I) by striking ‘‘$5,000’’ and in-
serting ‘‘$10,000’’; and 
(II) by striking ‘‘$50,000’’ and 
inserting ‘‘$100,000’’; 
(ii) in subparagraph (B)— 
(I) by striking ‘‘$50,000’’ and in-
serting ‘‘$100,000’’; and 
(II) by striking ‘‘$250,000’’ and 
inserting ‘‘$500,000’’; and 
(iii) by striking subparagraph (C) and 
inserting the following: 
‘‘(C) THIRD TIER.— 
‘‘(i) IN
GENERAL.—Notwithstanding 
subparagraphs (A) and (B), the amount of 
penalty for each such violation shall not 
exceed the amount specified in clause (ii) 
if— 
‘‘(I) the violation described in 
paragraph (1) involved fraud, deceit, 
manipulation, or deliberate or reckless 
disregard of a regulatory requirement; 
and 
‘‘(II) such violation directly or in-
directly resulted in substantial losses 
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or created a significant risk of sub-
stantial losses to other persons. 
‘‘(ii) MAXIMUM
AMOUNT
OF
PEN-
ALTY.—The amount referred to in clause 
(i) is the greatest of— 
‘‘(I) $300,000 for a natural per-
son or $1,450,000 for any other per-
son; 
‘‘(II) 3 times the gross amount of 
pecuniary gain to such defendant as a 
result of the violation; or 
‘‘(III) the amount of losses in-
curred by victims as a result of the 
violation.’’. 
(b) PENALTIES FOR RECIDIVISTS.— 
(1) SECURITIES ACT OF 1933.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 8A(g)(2) of the Securi-
ties Act of 1933 (15 U.S.C. 77h–1(g)(2)) is 
amended by adding at the end the following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such act or omission 
shall be 3 times the otherwise applicable 
amount in such subparagraphs if, within the 5- 
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year period preceding such act or omission, the 
person who committed the act or omission was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
person.’’. 
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 20(d)(2) of the Securities Act 
of 1933 (15 U.S.C. 77t(d)(2)) is amended by 
adding at the end the following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such violation shall 
be 3 times the otherwise applicable amount in 
such subparagraphs if, within the 5-year period 
preceding such violation, the defendant was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
defendant.’’. 
(2) SECURITIES EXCHANGE ACT OF 1934.— 
(A) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 21(d)(3)(B) of the Securities 
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Exchange 
Act 
of 
1934 
(15 
U.S.C. 
78u(d)(3)(B)) is amended by adding at the end 
the following: 
‘‘(iv) 
FOURTH
TIER.—Notwith-
standing clauses (i), (ii), and (iii), the 
maximum amount of penalty for each such 
violation shall be 3 times the otherwise ap-
plicable amount in such clauses if, within 
the 5-year period preceding such violation, 
the defendant was criminally convicted for 
securities fraud or became subject to a 
judgment or order imposing monetary, eq-
uitable, or administrative relief in any 
Commission action alleging fraud by that 
defendant.’’. 
(B) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 21B(b) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78u– 
2(b)) is amended by adding at the end the fol-
lowing: 
‘‘(4) FOURTH
TIER.—Notwithstanding para-
graphs (1), (2), and (3), the maximum amount of 
penalty for each such act or omission shall be 3 
times the otherwise applicable amount in such para-
graphs if, within the 5-year period preceding such 
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act or omission, the person who committed the act 
or omission was criminally convicted for securities 
fraud or became subject to a judgment or order im-
posing monetary, equitable, or administrative relief 
in any Commission action alleging fraud by that per-
son.’’. 
(3) INVESTMENT COMPANY ACT OF 1940.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 9(d)(2) of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a– 
9(d)(2)) is amended by adding at the end the 
following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such act or omission 
shall be 3 times the otherwise applicable 
amount in such subparagraphs if, within the 5- 
year period preceding such act or omission, the 
person who committed the act or omission was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
person.’’. 
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(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 42(e)(2) of the Investment 
Company Act of 1940 (15 U.S.C. 80a– 
41(e)(2)) is amended by adding at the end the 
following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such violation shall 
be 3 times the otherwise applicable amount in 
such subparagraphs if, within the 5-year period 
preceding such violation, the defendant was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
defendant.’’. 
(4) INVESTMENT ADVISERS ACT OF 1940.— 
(A) MONEY
PENALTIES
IN
ADMINISTRA-
TIVE ACTIONS.—Section 203(i)(2) of the Invest-
ment Advisers Act of 1940 (15 U.S.C. 80b– 
3(i)(2)) is amended by adding at the end the 
following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such act or omission 
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shall be 3 times the otherwise applicable 
amount in such subparagraphs if, within the 5- 
year period preceding such act or omission, the 
person who committed the act or omission was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
person.’’. 
(B) MONEY
PENALTIES
IN
CIVIL
AC-
TIONS.—Section 209(e)(2) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–9(e)(2)) 
is amended by adding at the end the following: 
‘‘(D) 
FOURTH
TIER.—Notwithstanding 
subparagraphs (A), (B), and (C), the maximum 
amount of penalty for each such violation shall 
be 3 times the otherwise applicable amount in 
such subparagraphs if, within the 5-year period 
preceding such violation, the defendant was 
criminally convicted for securities fraud or be-
came subject to a judgment or order imposing 
monetary, equitable, or administrative relief in 
any Commission action alleging fraud by that 
defendant.’’. 
(c) VIOLATIONS OF INJUNCTIONS AND BARS.— 
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(1) SECURITIES ACT OF 1933.—Section 20(d) of 
the Securities Act of 1933 (15 U.S.C. 77t(d)) is 
amended— 
(A) in paragraph (1), by inserting after 
‘‘the rules or regulations thereunder,’’ the fol-
lowing: ‘‘a Federal court injunction or a bar ob-
tained or entered by the Commission under this 
title,’’; and 
(B) by striking paragraph (4) and insert-
ing the following: 
‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO-
LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 
‘‘(A) IN GENERAL.—Each separate viola-
tion of an injunction or order described in sub-
paragraph (B) shall be a separate offense, ex-
cept that in the case of a violation through a 
continuing failure to comply with such injunc-
tion or order, each day of the failure to comply 
with the injunction or order shall be deemed a 
separate offense. 
‘‘(B) INJUNCTIONS
AND
ORDERS.—Sub-
paragraph (A) shall apply with respect to any 
action to enforce— 
‘‘(i) a Federal court injunction ob-
tained pursuant to this title; 
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‘‘(ii) an order entered or obtained by 
the Commission pursuant to this title that 
bars, suspends, places limitations on the 
activities or functions of, or prohibits the 
activities of, a person; or 
‘‘(iii) a cease-and-desist order entered 
by the Commission pursuant to section 
8A.’’. 
(2) SECURITIES EXCHANGE ACT OF 1934.—Sec-
tion 21(d)(3) of the Securities Exchange Act of 
1934 (15 U.S.C. 78u(d)(3)) is amended— 
(A) in subparagraph (A), by inserting after 
‘‘the rules or regulations thereunder,’’ the fol-
lowing: ‘‘a Federal court injunction or a bar ob-
tained or entered by the Commission under this 
title,’’; and 
(B) by striking subparagraph (D) and in-
serting the following: 
‘‘(D) SPECIAL PROVISIONS RELATING TO A VIO-
LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 
‘‘(i) IN GENERAL.—Each separate violation 
of an injunction or order described in clause (ii) 
shall be a separate offense, except that in the 
case of a violation through a continuing failure 
to comply with such injunction or order, each 
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day of the failure to comply with the injunction 
or order shall be deemed a separate offense. 
‘‘(ii) INJUNCTIONS AND ORDERS.—Clause 
(i) shall apply with respect to an action to en-
force— 
‘‘(I) a Federal court injunction ob-
tained pursuant to this title; 
‘‘(II) an order entered or obtained by 
the Commission pursuant to this title that 
bars, suspends, places limitations on the 
activities or functions of, or prohibits the 
activities of, a person; or 
‘‘(III) a cease-and-desist order entered 
by the Commission pursuant to section 
21C.’’. 
(3) INVESTMENT COMPANY ACT OF 1940.—Sec-
tion 42(e) of the Investment Company Act of 1940 
(15 U.S.C. 80a–41(e)) is amended— 
(A) in paragraph (1), by inserting after 
‘‘the rules or regulations thereunder,’’ the fol-
lowing: ‘‘a Federal court injunction or a bar ob-
tained or entered by the Commission under this 
title,’’; and 
(B) by striking paragraph (4) and insert-
ing the following: 
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‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO-
LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 
‘‘(A) IN GENERAL.—Each separate viola-
tion of an injunction or order described in sub-
paragraph (B) shall be a separate offense, ex-
cept that in the case of a violation through a 
continuing failure to comply with such injunc-
tion or order, each day of the failure to comply 
with the injunction or order shall be deemed a 
separate offense. 
‘‘(B) INJUNCTIONS
AND
ORDERS.—Sub-
paragraph (A) shall apply with respect to any 
action to enforce— 
‘‘(i) a Federal court injunction ob-
tained pursuant to this title; 
‘‘(ii) an order entered or obtained by 
the Commission pursuant to this title that 
bars, suspends, places limitations on the 
activities or functions of, or prohibits the 
activities of, a person; or 
‘‘(iii) a cease-and-desist order entered 
by the Commission pursuant to section 
9(f).’’. 
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(4) INVESTMENT ADVISERS ACT OF 1940.—Sec-
tion 209(e) of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–9(e)) is amended— 
(A) in paragraph (1), by inserting after 
‘‘the rules or regulations thereunder,’’ the fol-
lowing: ‘‘a Federal court injunction or a bar ob-
tained or entered by the Commission under this 
title,’’; and 
(B) by striking paragraph (4) and insert-
ing the following: 
‘‘(4) SPECIAL PROVISIONS RELATING TO A VIO-
LATION OF AN INJUNCTION OR CERTAIN ORDERS.— 
‘‘(A) IN GENERAL.—Each separate viola-
tion of an injunction or order described in sub-
paragraph (B) shall be a separate offense, ex-
cept that in the case of a violation through a 
continuing failure to comply with such injunc-
tion or order, each day of the failure to comply 
with the injunction or order shall be deemed a 
separate offense. 
‘‘(B) INJUNCTIONS
AND
ORDERS.—Sub-
paragraph (A) shall apply with respect to any 
action to enforce— 
‘‘(i) a Federal court injunction ob-
tained pursuant to this title; 
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‘‘(ii) an order entered or obtained by 
the Commission pursuant to this title that 
bars, suspends, places limitations on the 
activities or functions of, or prohibits the 
activities of, a person; or 
‘‘(iii) a cease-and-desist order entered 
by the Commission pursuant to section 
203(k).’’. 
(d) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to conduct that occurs 
after the date of the enactment of this Act. 
SEC. 212. UPDATED CIVIL MONEY PENALTIES OF PUBLIC 
COMPANY ACCOUNTING OVERSIGHT BOARD. 
(a) IN GENERAL.—Section 105(c)(4)(D) of the Sar-
banes-Oxley Act of 2002 (15 U.S.C. 7215(c)(4)(D)) is 
amended— 
(1) in clause (i)— 
(A) by striking ‘‘$100,000’’ and inserting 
‘‘$200,000’’; and 
(B) by striking ‘‘$2,000,000’’ and insert-
ing ‘‘$4,000,000’’; and 
(2) in clause (ii)— 
(A) by striking ‘‘$750,000’’ and inserting 
‘‘$1,500,000’’; and 
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(B) by striking ‘‘$15,000,000’’ and insert-
ing ‘‘$22,000,000’’. 
(b) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to conduct that occurs 
after the date of the enactment of this Act. 
SEC. 213. UPDATED CIVIL MONEY PENALTY FOR CONTROL-
LING PERSONS IN CONNECTION WITH IN-
SIDER TRADING. 
(a) IN GENERAL.—Section 21A(a)(3) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78u–1(a)(3)) is 
amended 
by 
striking 
‘‘$1,000,000’’ 
and 
inserting 
‘‘$2,500,000’’. 
(b) EFFECTIVE DATE.—The amendment made by 
this section shall apply with respect to conduct that occurs 
after the date of the enactment of this Act. 
SEC. 214. UPDATE OF CERTAIN OTHER PENALTIES. 
(a) IN GENERAL.—Section 32 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78ff) is amended— 
(1) in subsection (a), by striking ‘‘$5,000,000’’ 
and inserting ‘‘$7,000,000’’; and 
(2) in subsection (c)— 
(A) in paragraph (1)— 
(i) in subparagraph (A), by striking 
‘‘$2,000,000’’ and inserting ‘‘$4,000,000’’; 
and 
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(ii) in subparagraph (B), by striking 
‘‘$10,000’’ and inserting ‘‘$50,000’’; and 
(B) in paragraph (2)— 
(i) in subparagraph (A), by striking 
‘‘$100,000’’ and inserting ‘‘$250,000’’; 
and 
(ii) in subparagraph (B), by striking 
‘‘$10,000’’ and inserting ‘‘$50,000’’. 
(b) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to conduct that occurs 
after the date of the enactment of this Act. 
SEC. 215. MONETARY SANCTIONS TO BE USED FOR THE RE-
LIEF OF VICTIMS. 
(a) IN GENERAL.—Section 308(a) of the Sarbanes- 
Oxley Act of 2002 (15 U.S.C. 7246(a)) is amended to read 
as follows: 
‘‘(a) MONETARY SANCTIONS TO BE USED FOR THE 
RELIEF OF VICTIMS.— 
‘‘(1) IN GENERAL.—If, in any judicial or ad-
ministrative action brought by the Commission 
under the securities laws, the Commission obtains a 
monetary sanction (as defined in section 21F(a) of 
the Securities Exchange Act of 1934) against any 
person for a violation of such laws, or such person 
agrees, in settlement of any such action, to such 
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monetary sanction, the amount of such monetary 
sanction shall, on the motion or at the direction of 
the Commission, be added to and become part of a 
disgorgement fund or other fund established for the 
benefit of the victims of such violation. 
‘‘(2) DEFINITION
OF
VICTIM.—In this sub-
section, the term ‘victim’ has the meaning given the 
term ‘crime victim’ in section 3771(e) of title 18, 
United States Code.’’. 
(b) 
MONETARY
SANCTION
DEFINED.—Section 
21F(a)(4)(A) of the Securities Exchange Act of 1934 (15 
U.S.C. 78u–6(a)(4)(A)) is amended by striking ‘‘ordered’’ 
and inserting ‘‘required’’. 
(c) EFFECTIVE DATE.—The amendments made by 
this section apply with respect to any monetary sanction 
ordered or required to be paid before or after the date 
of enactment of this Act. 
SEC. 216. GAO REPORT ON USE OF CIVIL MONEY PENALTY 
AUTHORITY BY COMMISSION. 
(a) IN GENERAL.—Not later than 2 years after the 
date of the enactment of this Act, the Comptroller General 
of the United States shall submit to the Committee on 
Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs 
of the Senate a report on the use by the Commission of 
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the authority to impose or obtain civil money penalties for 
violations of the securities laws during the period begin-
ning on June 1, 2010, and ending on the date of the en-
actment of this Act. 
(b) MATTERS REQUIRED TO BE INCLUDED.—The 
matters covered by the report required by subsection (a) 
shall include the following: 
(1) The types of violations for which civil 
money penalties were imposed or obtained. 
(2) The types of persons on whom civil money 
penalties were imposed or from whom such penalties 
were obtained. 
(3) The number and dollar amount of civil 
money penalties imposed or obtained, disaggregated 
as follows: 
(A) Penalties imposed in administrative ac-
tions and penalties obtained in judicial actions. 
(B) Penalties imposed on or obtained from 
issuers (individual and aggregate filers) and 
penalties imposed on or obtained from other 
persons. 
(C) Penalties permitted to be retained for 
use by the Commission and penalties deposited 
in the general fund of the Treasury of the 
United States. 
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