IB 
Union Calendar No. 275 
118TH CONGRESS 
1ST SESSION H. R. 4790 
[Report No. 118–336] 
To amend the Federal securities laws with respect to the materiality of 
disclosure requirements, to establish the Public Company Advisory Com-
mittee, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 20, 2023 
Mr. HUIZENGA (for himself, Mr. MEUSER, Mr. LUCAS, and Mr. MOONEY) in-
troduced the following bill; which was referred to the Committee on Fi-
nancial Services 
DECEMBER 22, 2023 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on July 20, 2023] 
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A BILL 
To amend the Federal securities laws with respect to the 
materiality of disclosure requirements, to establish the 
Public Company Advisory Committee, and for other pur-
poses. 
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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 
‘‘Guiding Uniform and Responsible Disclosure Require-
ments and Information Limits Act of 2023’’ or the 
‘‘GUARDRAIL Act of 2023’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—MANDATORY MATERIALITY REQUIREMENT 
Sec. 101. Limitation on disclosure requirements. 
TITLE II—SEC JUSTIFICATION OF NON-MATERIAL DISCLOSURE 
MANDATES 
Sec. 201. SEC justification of non-material disclosure mandates. 
TITLE III—PUBLIC COMPANY ADVISORY COMMITTEE 
Sec. 301. Public Company Advisory Committee. 
TITLE IV—PROTECTING U.S. BUSINESS SOVEREIGNTY 
Sec. 401. Study on detrimental impact of the Directive on Corporate Sustain-
ability Due Diligence and Corporate Sustainability Reporting 
Directive. 
TITLE I—MANDATORY 
MATERIALITY REQUIREMENT 
SEC. 101. LIMITATION ON DISCLOSURE REQUIREMENTS. 
(a) SECURITIES ACT OF 1933.—Section 2(b) of the Se-
curities Act of 1933 (15 U.S.C. 77b(b)) is amended— 
(1) in the subsection heading, by inserting ‘‘; 
LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 
‘‘FORMATION’’; 
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(2) by striking ‘‘Whenever’’ and inserting the fol-
lowing: 
‘‘(1) IN GENERAL.—Whenever’’; and 
(3) by adding at the end the following: 
‘‘(2) LIMITATION.— 
‘‘(A) IN GENERAL.—Whenever pursuant to 
this title the Commission is engaged in rule-
making 
regarding 
disclosure 
obligations 
of 
issuers, the Commission shall expressly provide 
that an issuer is only required to disclose infor-
mation in response to such disclosure obligations 
to the extent the issuer has determined that such 
information is material with respect to a voting 
or investment decision regarding the securities of 
such issuer. 
‘‘(B) APPLICABILITY.—Subparagraph (A) 
shall not apply with respect to the removal of 
any disclosure requirement with respect to an 
issuer. 
‘‘(C) RULE
OF
CONSTRUCTION.—For the 
purposes of this paragraph, information is con-
sidered material with respect to a voting or in-
vestment decision regarding the securities of an 
issuer if there is a substantial likelihood that a 
reasonable investor would view the failure to dis-
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close that information as having significantly al-
tered the total mix of information made avail-
able to the investor.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(f) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(f)) is amended— 
(1) in the subsection heading, by inserting ‘‘; 
LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 
‘‘FORMATION’’; 
(2) by striking ‘‘Whenever’’ and inserting the fol-
lowing: 
‘‘(1) IN GENERAL.—Whenever’’; and 
(3) by adding at the end the following: 
‘‘(2) LIMITATION.— 
‘‘(A) IN GENERAL.—Whenever pursuant to 
this title the Commission is engaged in rule-
making 
regarding 
disclosure 
obligations 
of 
issuers, the Commission shall expressly provide 
that an issuer is only required to disclose infor-
mation in response to such disclosure obligations 
to the extent the issuer has determined that such 
information is material with respect to a voting 
or investment decision regarding the securities of 
such issuer. 
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‘‘(B) APPLICABILITY.—Subparagraph (A) 
shall not apply with respect to the removal of 
any disclosure requirement with respect to an 
issuer. 
‘‘(C) RULE
OF
CONSTRUCTION.—For the 
purposes of this paragraph, information is con-
sidered material with respect to a voting or in-
vestment decision regarding the securities of an 
issuer if there is a substantial likelihood that a 
reasonable investor would view the failure to dis-
close that information as having significantly al-
tered the total mix of information made avail-
able to the investor.’’. 
TITLE 
II—SEC 
JUSTIFICATION 
OF 
NON-MATERIAL 
DISCLO-
SURE MANDATES 
SEC. 201. SEC JUSTIFICATION OF NON-MATERIAL DISCLO-
SURE MANDATES. 
Section 23 of the Securities Exchange Act of 1934 (15 
U.S.C. 78w) is amended by adding at the end the following: 
‘‘(e) NON-MATERIAL DISCLOSURE MANDATES.— 
‘‘(1) 
DISCLOSURE.—The 
Commission 
shall 
maintain a list on the website of the Commission that 
contains— 
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‘‘(A) each mandate under the Federal secu-
rities laws and regulations that requires the dis-
closure of non-material information; and 
‘‘(B) for each such disclosure mandate, an 
explanation of why the mandate is required. 
‘‘(2) STUDY
AND
REPORT.—The Commission 
shall, every 5 years, issue a report to the Congress jus-
tifying each disclosure contained on the list required 
under paragraph (1). 
‘‘(3) NO
PRIVATE
LIABILITY
FOR
FAILING
TO 
MAKE A NON-MATERIAL DISCLOSURE.—A person who 
fails to disclose non-material information required to 
be disclosed under the Federal securities laws or regu-
lations shall not be liable for such failure in any pri-
vate action.’’. 
TITLE III—PUBLIC COMPANY 
ADVISORY COMMITTEE 
SEC. 301. PUBLIC COMPANY ADVISORY COMMITTEE. 
The Securities Exchange Act of 1934 is amended by 
inserting after section 40 (15 U.S.C. 78qq) the following: 
‘‘SEC. 40A. PUBLIC COMPANY ADVISORY COMMITTEE. 
‘‘(a) ESTABLISHMENT AND PURPOSE.— 
‘‘(1) 
ESTABLISHMENT.—There 
is 
established 
within the Commission the Public Company Advisory 
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Committee (referred to in this section as the ‘Com-
mittee’). 
‘‘(2) PURPOSE.—The Committee shall— 
‘‘(A) provide the Commission with advice 
on its rules, regulations, and policies with regard 
to its mission of protecting investors, maintain-
ing fair, orderly, and efficient markets, and fa-
cilitating capital formation, as they relate to— 
‘‘(i) existing and emerging regulatory 
priorities of the Commission; 
‘‘(ii) issues relating to the public re-
porting and corporate governance of public 
companies; 
‘‘(iii) issues relating to the proxy proc-
ess for shareholder meetings held by public 
companies; 
‘‘(iv) issues relating to trading in the 
securities of public companies; and 
‘‘(v) issues relating to capital forma-
tion; and 
‘‘(B) submit to the Commission such find-
ings and recommendations as the Committee de-
termines 
are 
appropriate, 
including 
rec-
ommendations for proposed regulatory and legis-
lative changes. 
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‘‘(b) MEMBERSHIP.— 
‘‘(1) IN GENERAL.—The membership of the Com-
mittee shall be not fewer than 10, and not more than 
20, members appointed by the Commission from 
among individuals who— 
‘‘(A) are officers, directors, or senior offi-
cials of public companies registered with the 
Commission under the Securities Act or 1933 
and this Act, except for those public companies 
that own asset management, fixed income, in-
vestment advisory, broker-dealer, or proxy serv-
ices businesses; 
‘‘(B) are executives or other individuals 
with senior managerial responsibility in busi-
ness, professional, trade, and industry associa-
tions that represent the interests of such public 
companies; or 
‘‘(C) are professional advisers and service 
providers to such public companies (including 
attorneys, accountants, investment bankers, and 
financial advisers). 
‘‘(2) QUALIFICATIONS.—At least 50 percent of 
the Committee membership shall be drawn from indi-
viduals who would qualify for membership under 
paragraph (1)(A). 
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‘‘(3) TERM.— 
‘‘(A) IN
GENERAL.—Each member of the 
Committee appointed under paragraph (1) shall 
serve for a term of 4 years. 
‘‘(B) VACANCIES.—Vacancies among the 
members, whether caused by the resignation, 
death, removal, expiration of a term, or other-
wise, will be filled consistent with the Commis-
sion’s procedures then in effect. 
‘‘(C) STAGGERED TERMS.—The members of 
the Committee shall serve staggered terms, with 
one-third of the initial members of the Com-
mittee each serving for 1, 2, or 3 years. 
‘‘(4) MEMBERS NOT ON OTHER ADVISORY COM-
MITTEES.—Public companies and other organizations 
that are currently represented on any other Commis-
sion Advisory Committee are not eligible to have rep-
resentatives also serve on the Public Company Advi-
sory Committee. 
‘‘(5) MEMBERS NOT COMMISSION EMPLOYEES.— 
Members appointed under paragraph (1) shall not be 
considered to be employees or agents of the Commis-
sion solely because of membership on the Committee. 
‘‘(c) CHAIR; VICE CHAIR; SECRETARY; ASSISTANT 
SECRETARY.— 
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‘‘(1) IN GENERAL.—The members of the Com-
mittee shall elect, from among the members of the 
Committee— 
‘‘(A) a Chair; 
‘‘(B) a Vice Chair; 
‘‘(C) a Secretary; and 
‘‘(D) an Assistant Secretary. 
‘‘(2) TERM.—Each member elected under para-
graph (1) shall serve for a term of two years in the 
capacity the member was elected under paragraph 
(1). 
‘‘(3) SUBCOMMITTEES.—The Chair may create 
subcommittees that hold public or non-public meet-
ings and provide recommendations to the full Com-
mittee. 
‘‘(d) MEETINGS.— 
‘‘(1) FREQUENCY OF MEETINGS.—The Committee 
shall meet— 
‘‘(A) not less frequently than twice annu-
ally, at the call of the Chair of the Committee; 
and 
‘‘(B) from time to time, at the call of the 
Commission. 
‘‘(2) NOTICE.—The Chair of the Committee shall 
give the members of the Committee written notice of 
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each meeting, not later than two weeks before the date 
of the meeting. 
‘‘(e) COMPENSATION AND TRAVEL EXPENSES.—Each 
member of the Committee who is not a full-time employee 
of the United States shall— 
‘‘(1) be entitled to receive compensation at a rate 
not to exceed the daily equivalent of the annual rate 
of basic pay in effect for a position at level V of the 
Executive Schedule under section 5316 of title 5, 
United States Code, for each day during which the 
members is engaged in the actual performance of the 
duties of the Committee; and 
‘‘(2) while away from the home or regular place 
of business of the member in the performance of serv-
ices for the Committee, be allowed travel expenses, in-
cluding per diem in lieu of subsistence, in the same 
manner as persons employed intermittently in the 
Government service are allowed expenses under sec-
tion 5703(b) of title 5, United States Code. 
‘‘(f) STAFF.—The Commission shall make available to 
the Committee such staff as the Chair of the Committee de-
termines are necessary to carry out this section. 
‘‘(g) REVIEW
BY
COMMISSION.—The Commission 
shall— 
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‘‘(1) review the findings and recommendations of 
the Committee; and 
‘‘(2) each time the Committee submits a finding 
or recommendation to the Commission, promptly 
issue a public statement— 
‘‘(A) assessing the finding or recommenda-
tion of the Committee; and 
‘‘(B) disclosing the action, if any, the Com-
mission intends to take with respect to the find-
ing or recommendation. 
‘‘(h) COMMITTEE FINDINGS.—Nothing in this section 
shall require the Commission to agree to or act upon any 
finding or recommendation of the Committee. 
‘‘(i) NONAPPLICABILITY
OF FACA.—Chapter 10 of 
part I of title 5, United States Code, shall not apply to 
the Committee and its activities.’’. 
TITLE IV—PROTECTING U.S. 
BUSINESS SOVEREIGNTY 
SEC. 401. STUDY ON DETRIMENTAL IMPACT OF THE DIREC-
TIVE ON CORPORATE SUSTAINABILITY DUE 
DILIGENCE 
AND 
CORPORATE 
SUSTAIN-
ABILITY REPORTING DIRECTIVE. 
(a) STUDY.—The Securities and Exchange Commis-
sion shall conduct a study to examine and evaluate— 
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(1) the detrimental impact and potential detri-
mental impact of each of the Directives on— 
(A) United States companies, consumers, 
and investors; and 
(B) the economy of the United States; 
(2) the extent to which each of the Directives 
aligns with international conventions and declara-
tions on human rights and environmental obligations; 
and 
(3) the legal basis for the extraterritorial reach 
of each of the Directives. 
(b) REPORT.—Not later than 1 year after the date of 
the enactment of this Act, the Securities and Exchange 
Commission shall submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate, the Committee 
on Financial Services of the House of Representatives, the 
Secretary of State, the Secretary of Commerce, and the 
United States Trade Representative a report that in-
cludes— 
(1) the results of the study conducted under this 
section; and 
(2) recommendations for policymakers and rel-
evant stakeholders on potential mitigating measures, 
alternative approaches, or modifications to each of the 
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Directives that would address any concerns identified 
in the study. 
(c) ACCESS TO INFORMATION.—The Securities and Ex-
change Commission may request from private entities such 
relevant data and information as the Securities and Ex-
change Commission determines necessary to carry out the 
study required under this section and such private entities 
shall provide such requested data and information to the 
Securities and Exchange Commission. 
(d) DIRECTIVES DEFINED.—In this section the term 
‘‘Directives’’ means— 
(1) the proposed directive entitled ‘‘Corporate 
Sustainability Due Diligence’’ adopted by the Euro-
pean Commission on February 23, 2022; and 
(2) the Corporate Sustainability Reporting Di-
rective of the European Commission effective January 
5, 2023. 
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Union Calendar No. 275 
118TH CONGRESS 
1ST SESSION 
H. R. 4790 
[Report No. 118–336] 
A BILL 
To amend the Federal securities laws with respect 
to the materiality of disclosure requirements, to 
establish the Public Company Advisory Com-
mittee, and for other purposes. 
DECEMBER 22, 2023 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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