,i #aacth ,,congress #b;d ,session ,h4 ,r4 #edje ,,in ,,the ,,house ,,of ,,representatives ,september #h1 #bjad ,mr4 ,fitzpatrick 7for himself1 ,mr4 ,barr1 ,mr4 ,duffy1 ,mr4 ,garrett1 ,mr4 ,grimm1 ,mr4 ,huizenga of ,michigan1 ,mr4 ,hultgren1 ,mr4 ,hurt1 ,mr4 ,luetkemeyer1 ,mr4 ,stivers1 ,mrs4 ,wagner1 and ,mr4 ,womack7 introduced the following bill2 which was referred to the ,committee on ,financial ,services1 and in addition to the ,committee on ,agriculture1 for a period to be subsequently determined by the ,speaker1 in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned ,a ,,bill ,to make technical corrections to the ,dodd-,frank ,wall ,street ,reform and ,consumer ,protection ,act1 to enhance the ability of small and emerging growth companies to access capital through public and private markets1 to reduce regulatory burdens1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,promoting ,job ,creation and ,reducing ,small ,business ,burdens ,act4 #b4 ,table of contents ,the table of contents for this ,act is as follows3 ,sec4 #a4 ,short title4 ,sec4 #b4 ,table of contents4 ,title ,i--,business ,risk ,mitigation and ,price ,stabilization ,act ,sec4 #aja4 ,margin requirements4 ,sec4 #ajb4 ,implementation4 ,title ,,ii--,treatment of affiliate transactions ,sec4 #bja4 ,treatment of affiliate transactions4 ,title ,,iii--,holding ,company ,registration ,threshold ,equalization ,act ,sec4 #cja4 ,registration threshold for savings and loan holding companies4 ,title ,,iv--,small ,business ,mergers1 ,acquisitions1 ,sales1 and ,brokerage ,simplification ,act ,sec4 #dja4 ,registration exemption for merger and acquisition brokers4 ,sec4 #djb4 ,effective date4 ,title ,v--,small ,cap ,liquidity ,reform ,act ,sec4 #eja4 ,liquidity pilot program for securities of certain emerging growth companies4 ,title ,,vi--,improving ,access to ,capital for ,emerging ,growth ,companies ,act ,sec4 #fja4 ,filing requirement for public filing prior to public offering4 ,sec4 #fjb4 ,grace period for change of status of emerging growth companies4 ,sec4 #fjc4 ,simplified disclosure requirements for emerging growth companies4 ,title ,,vii--,small ,company ,disclosure ,simplification ,act ,sec4 #gja4 ,exemption from ,,xbrl requirements for emerging growth companies and other smaller companies4 ,sec4 #gjb4 ,analysis by the ,,sec4 ,sec4 #gjc4 ,report to ,congress4 ,sec4 #gjd4 ,definitions4 ,title ,,viii--,restoring ,proven ,financing for ,american ,employers ,act ,sec4 #hja4 ,rules of construction relating to collateralized loan obligations4 ,title ,,ix--,,sbic ,advisers ,relief ,act ,sec4 #ija4 ,advisers of ,s,b,i,cs and venture capital funds4 ,sec4 #ijb4 ,advisers of ,s,b,i,cs and private funds4 ,sec4 #ijc4 ,relationship to ,state law4 ,title ,x--,disclosure ,modernization and ,simplification ,act ,sec4 #ajja4 ,summary page for form #aj-,k4 ,sec4 #ajjb4 ,improvement of regulation ,s-,k4 ,sec4 #ajjc4 ,study on modernization and simplification of regulation ,s-,k4 ,title ,,xi--,encouraging ,employee ,ownership ,act ,sec4 #aaja4 ,increased threshold for disclosures relating to compensatory benefit plans4 ,i ,business ,risk ,mitigation and ,price ,stabilization ,act #aja4 ,margin requirements 7a7 ,commodity ,exchange ,act amendment ,section #ds7e7 of the ,commodity ,exchange ,act 7#g ,u4,s4,c4 #fs7e771 as added by section #gca of the ,dodd-,frank ,wall ,street ,reform and ,consumer ,protection ,act1 is amended by adding at the end the following new paragraph3 7#d7 ,applicability with respect to counterparties ,the requirements of paragraphs 7#b77;,a77ii7 and 7#b77;,b77ii7 shall not apply to a swap in which a counterparty qualifies for an exception under section #b7;h77#g77;,a7 or satisfies the criteria in section #b7;h77#g77;,d74 4 7b7 ,securities ,exchange ,act amendment ,section #ae;,f7e7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gho-#aj7;e771 as added by section #gfd7;a7 of the ,dodd-,frank ,wall ,street ,reform and ,consumer ,protection ,act1 is amended by adding at the end the following new paragraph3 7#d7 ,applicability with respect to counterparties ,the requirements of paragraphs 7#b77;,a77ii7 and 7#b77;,b77ii7 shall not apply to a security-based swap in which a counterparty qualifies for an exception under section #c;,c7g77#a7 or satisfies the criteria in section #c;,c7g77#d74 4 #ajb4 ,implementation ,the amendments made by this title to the ,commodity ,exchange ,act shall be implemented-- 7#a7 without regard to-- 7,a7 chapter #ce of title #dd1 ,united ,states ,code2 and 7,b7 the notice and comment provisions of section #eec of title #e1 ,united ,states ,code2 7#b7 through the promulgation of an interim final rule1 pursuant to which public comment will be sought before a final rule is issued2 and 7#c7 such that paragraph 7#a7 shall apply solely to changes to rules and regulations1 or proposed rules and regulations1 that are limited to and directly a consequence of such amendments4 ,,ii ,treatment of affiliate transactions #bja4 ,treatment of affiliate transactions 7a7 ,in general 7#a7 ,commodity ,exchange ,act amendment ,section #b7;h77#g77;,d77i7 of the ,commodity ,exchange ,act 7#g ,u4,s4,c4 #b7;h77#g77;,d77i77 is amended to read as follows3 7i7 ,in general ,an affiliate of a person that qualifies for an exception under subparagraph 7,a7 7including affiliate entities predominantly engaged in providing financing for the purchase of the merchandise or manufactured goods of the person7 may qualify for the exception only if the affiliate enters into the swap to hedge or mitigate the commercial risk of the person or other affiliate of the person that is not a financial entity1 provided that if the transfer of commercial risk is addressed by entering into a swap with a swap dealer or major swap participant1 an appropriate credit support measure or other mechanism is utilized4 4 7#b7 ,securities ,exchange ,act of #aicd amendment ,section #c;,c7g77#d77;,a7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c-#c7;g77#d77;,a77 is amended to read as follows3 7,a7 ,in general ,an affiliate of a person that qualifies for an exception under paragraph 7#a7 7including affiliate entities predominantly engaged in providing financing for the purchase of the merchandise or manufactured goods of the person7 may qualify for the exception only if the affiliate enters into the security-based swap to hedge or mitigate the commercial risk of the person or other affiliate of the person that is not a financial entity1 provided that if the transfer of commercial risk is addressed by entering into a security-based swap with a security-based swap dealer or major security-based swap participant1 an appropriate credit support measure or other mechanism is utilized4 4 7b7 ,applicability of credit support measure requirement ,notwithstanding section #cga of this ,act1 the requirements in section #b7;h77#g77;,d77i7 of the ,commodity ,exchange ,act and section #c;,c7g77#d77;,a7 of the ,securities ,exchange ,act of #aicd1 as amended by subsection 7a71 requiring that a credit support measure or other mechanism be utilized if the transfer of commercial risk referred to in such sections is addressed by entering into a swap with a swap dealer or major swap participant or a security-based swap with a security-based swap dealer or major security-based swap participant1 as appropriate1 shall not apply with respect to swaps or security-based swaps1 as appropriate1 entered into before the date of the enactment of this ,act4 ,,iii ,holding ,company ,registration ,threshold ,equalization ,act #cja4 ,registration threshold for savings and loan holding companies ,the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;a et seq47 is amended-- 7#a7 in section #ab7;g7-- 7,a7 in paragraph 7#a77;,b71 by inserting after is a bank the following3 1 a savings and loan holding company 7as defined in section #aj of the ,home ,owners' ,loan ,act712 and 7,b7 in paragraph 7#d71 by inserting after case of a bank the following3 1 a savings and loan holding company 7as defined in section #aj of the ,home ,owners' ,loan ,act712 and 7#b7 in section #ae7;d71 by striking case of bank and inserting the following3 case of a bank1 a savings and loan holding company 7as defined in section #aj of the ,home ,owners' ,loan ,act714 ,,iv ,small ,business ,mergers1 ,acquisitions1 ,sales1 and ,brokerage ,simplification ,act #dja4 ,registration exemption for merger and acquisition brokers ,section #ae7;b7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gho7b77 is amended by adding at the end the following3 7#ac7 ,registration exemption for merger and acquisition brokers 7,a7 ,in general ,except as provided in subparagraph 7,b71 an ,m,a broker and any person associated with an ,m,a broker shall be exempt from registration under this section4 7,b7 ,excluded activities ,an ,m,a broker or a person associated with an ,m,a broker is not exempt from registration under this paragraph if such broker or associated person does any of the following3 7i7 ,directly or indirectly1 in connection with the transfer of ownership of an eligible privately held company1 receives1 holds1 transmits1 or has custody of the funds or securities to be exchanged by the parties to the transaction4 7ii7 ,engages on behalf of an issuer in a public offering of any class of securities that is registered1 or is required to be registered1 with the ,commission under section #ab or with respect to which the issuer files1 or is required to file1 periodic information1 documents1 and reports under subsection 7d74 7,c7 ,rule of construction ,nothing in this paragraph shall be construed to limit any other authority of the ,commission to exempt any person1 or any class of persons1 from any provision of this title1 or from any provision of any rule or regulation thereunder4 7,d7 ,definitions ,in this paragraph3 7i7 ,control ,the term control means the power1 directly or indirectly1 to direct the management or policies of a company1 whether through ownership of securities1 by contract1 or otherwise4 ,there is a presumption of control for any person who-- 7,i7 is a director1 general partner1 member or manager of a limited liability company1 or officer exercising executive responsibility 7or has similar status or functions72 7,,ii7 has the right to vote #bj percent or more of a class of voting securities or the power to sell or direct the sale of #bj percent or more of a class of voting securities2 or 7,,iii7 in the case of a partnership or limited liability company1 has the right to receive upon dissolution1 or has contributed1 #bj percent or more of the capital4 7ii7 ,eligible privately held company ,the term eligible privately held company means a company that meets both of the following conditions3 7,i7 ,the company does not have any class of securities registered1 or required to be registered1 with the ,commission under section #ab or with respect to which the company files1 or is required to file1 periodic information1 documents1 and reports under subsection 7d74 7,,ii7 ,in the fiscal year ending immediately before the fiscal year in which the services of the ,m,a broker are initially engaged with respect to the securities transaction1 the company meets either or both of the following conditions 7determined in accordance with the historical financial accounting records of the company73 7aa7 ,the earnings of the company before interest1 taxes1 depreciation1 and amortization are less than #be1jjj1jjj4 7bb7 ,the gross revenues of the company are less than #bej1jjj1jjj4 7iii7 ,m,a broker ,the term ,m,a broker means a broker engaged in the business of effecting securities transactions solely in connection with the transfer of ownership of an eligible privately held company1 regardless of whether the broker acts on behalf of a seller or buyer1 through the purchase1 sale1 exchange1 issuance1 repurchase1 or redemption of1 or a business combination involving1 securities or assets of the eligible privately held company1 if the broker reasonably believes that-- 7,i7 upon consummation of the transaction1 any person acquiring securities or assets of the eligible privately held company1 acting alone or in concert1 will control and1 directly or indirectly1 will be active in the management of the eligible privately held company or the business conducted with the assets of the eligible privately held company2 and 7,,ii7 if any person is offered securities in exchange for securities or assets of the eligible privately held company1 such person will1 prior to becoming legally bound to consummate the transaction1 receive or have reasonable access to the most recent year-end balance sheet1 income statement1 statement of changes in financial position1 and statement of owner's equity of the issuer of the securities offered in exchange1 and1 if the financial statements of the issuer are audited1 the related report of the independent auditor1 a balance sheet dated not more than #abj days before the date of the offer1 and information pertaining to the management1 business1 results of operations for the period covered by the foregoing financial statements1 and material loss contingencies of the issuer4 7,e7 ,inflation adjustment 7i7 ,in general ,on the date that is #e years after the date of the enactment of the ,small ,business ,mergers1 ,acquisitions1 ,sales1 and ,brokerage ,simplification ,act of #bjac1 and every #e years thereafter1 each dollar amount in subparagraph 7,d77ii77,,ii7 shall be adjusted by-- 7,i7 dividing the annual value of the ,employment ,cost ,index ,for ,wages and ,salaries1 ,private ,industry ,workers 7or any successor index71 as published by the ,bureau of ,labor ,statistics1 for the calendar year preceding the calendar year in which the adjustment is being made by the annual value of such index 7or successor7 for the calendar year ending ,december #ca1 #bjab2 and 7,,ii7 multiplying such dollar amount by the quotient obtained under subclause 7,i74 7ii7 ,rounding ,each dollar amount determined under clause 7i7 shall be rounded to the nearest multiple of #ajj1jjj4 4 #djb4 ,effective date ,this title and any amendment made by this title shall take effect on the date that is #ij days after the date of the enactment of this ,act4 ,v ,small ,cap ,liquidity ,reform ,act #eja4 ,liquidity pilot program for securities of certain emerging growth companies 7a7 ,in general ,section #aa;,a7c77#f7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghk-#a7;c77#f77 is amended to read as follows3 7#f7 ,liquidity pilot program for securities of certain emerging growth companies 7,a7 ,quoting increment ,beginning on the date that is #ij days after the date of the enactment of the ,small ,cap ,liquidity ,reform ,act of #bjac1 the securities of a covered emerging growth company shall be quoted using-- 7i7 a minimum increment of #j4je2 or 7ii7 if1 not later than #fj days after such date of enactment1 the company so elects in the manner described in subparagraph 7,d7-- 7,i7 a minimum increment of #j4aj2 or 7,,ii7 the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph4 7,b7 ,trading increment ,in the case of a covered emerging growth company the securities of which are quoted at a minimum increment of #j4je or #j4aj under this paragraph1 the ,commission shall determine the increment at which the securities of such company are traded4 7,c7 ,future right to opt out or change minimum increment 7i7 ,in general ,at any time beginning on the date that is #ij days after the date of the enactment of the ,small ,cap ,liquidity ,reform ,act of #bjac1 a covered emerging growth company the securities of which are quoted at a minimum increment of #j4je or #j4aj under this paragraph may elect in the manner described in subparagraph 7,d7-- 7,i7 for the securities of such company to be quoted at the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph2 or 7,,ii7 to change the minimum increment at which the securities of such company are quoted from #j4je to #j4aj or from #j4aj to #j4je4 7ii7 ,when election effective ,an election under this subparagraph shall take effect on the date that is #cj days after such election is made4 7iii7 ,single election to change minimum increment ,a covered emerging growth company may not make more than one election under clause 7i77,,ii74 7,d7 ,manner of election 7i7 ,in general ,an election is made in the manner described in this subparagraph by informing the ,commission of such election4 7ii7 ,notification of exchanges and other trading venues ,upon being informed of an election under clause 7i71 the ,commission shall notify each exchange or other trading venue where the securities of the covered emerging growth company are quoted or traded4 7,e7 ,issuers ceasing to be covered emerging growth companies 7i7 ,in general ,if an issuer the securities of which are quoted at a minimum increment of #j4je or #j4aj under this paragraph ceases to be a covered emerging growth company1 the securities of such issuer shall be quoted at the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph4 7ii7 ,exceptions ,the ,commission may by regulation1 as the ,commission considers appropriate1 specify any circumstances under which an issuer shall continue to be considered a covered emerging growth company for purposes of this paragraph after the issuer ceases to meet the requirements of subparagraph 7,l77i74 7,f7 ,securities trading below #a 7i7 ,initial price 7,i7 ,at effective date ,if the trading price of the securities of a covered emerging growth company is below #a at the close of the last trading day before the date that is #ij days after the date of the enactment of the ,small ,cap ,liquidity ,reform ,act of #bjac1 the securities of such company shall be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph4 7,,ii7 ,at ,,ipo ,if a covered emerging growth company makes an initial public offering after the day described in subclause 7,i7 and the first share of the securities of such company is offered to the public at a price below #a1 the securities of such company shall be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph4 7ii7 ,average trading price ,if the average trading price of the securities of a covered emerging growth company falls below #a for any #ij-;day period beginning on or after the day before the date of the enactment of the ,small ,cap ,liquidity ,reform ,act of #bjac1 the securities of such company shall1 after the end of such period1 be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph4 7,g7 ,fraud or manipulation ,if the ,commission determines that a covered emerging growth company has violated any provision of the securities laws prohibiting fraudulent1 manipulative1 or deceptive acts or practices1 the securities of such company shall1 after the date of the determination1 be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph4 7,h7 ,ineligibility for increased minimum increment permanent ,the securities of an issuer may not be quoted at a minimum increment of #j4je or #j4aj under this paragraph at any time after-- 7i7 such issuer makes an election under subparagraph 7,a77ii77,,ii72 7ii7 such issuer makes an election under subparagraph 7,c77i77,i71 except during the period before such election takes effect2 or 7iii7 the securities of such issuer are required by this paragraph to be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph4 7,i7 ,additional reports and disclosures ,the ,commission shall require a covered emerging growth company the securities of which are quoted at a minimum increment of #j4je or #j4aj under this paragraph to make such reports and disclosures as the ,commission considers necessary or appropriate in the public interest or for the protection of investors4 7,j7 ,limitation of liability ,an issuer 7or any officer1 director1 manager1 or other agent of such issuer7 shall not be liable to any person 7other than such issuer7 under any law or regulation of the ,united ,states1 any constitution1 law1 or regulation of any ,state or political subdivision thereof1 or any contract or other legally enforceable agreement 7including any arbitration agreement7 for any losses caused solely by the quoting of the securities of such issuer at a minimum increment of #j4je or #j4aj1 by the trading of such securities at the increment determined by the ,commission under subparagraph 7,b71 or by both such quoting and trading1 as provided in this paragraph4 7,k7 ,report to ,congress ,not later than #f months after the date of the enactment of the ,small ,cap ,liquidity ,reform ,act of #bjac1 and every #f months thereafter1 the ,commission1 in coordination with each exchange on which the securities of covered emerging growth companies are quoted or traded1 shall submit to ,congress a report on the quoting and trading of securities in increments permitted by this paragraph and the extent to which such quoting and trading are increasing liquidity and active trading by incentivizing capital commitment1 research coverage1 and brokerage support1 together with any legislative recommendations the ,commission may have4 7,l7 ,definitions ,in this paragraph3 7i7 ,covered emerging growth company ,the term covered emerging growth company means an emerging growth company1 as defined in the first paragraph 7#hj7 of section #c7;a71 except that-- 7,i7 such paragraph shall be applied by substituting #gej1jjj1jjj for #a1jjj1jjj1jjj each place it appears2 and 7,,ii7 subparagraphs 7,b71 7,c71 and 7,d7 of such paragraph do not apply4 7ii7 ,security ,the term security means an equity security4 7,m7 ,savings provision ,notwithstanding any other provision of this paragraph1 the ,commission may-- 7i7 make such adjustments to the pilot program specified in this paragraph as the ,commission considers necessary or appropriate to ensure that such program can provide statistically meaningful or reliable results1 including adjustments to eliminate selection bias among participants1 expand the number of participants eligible to participate in such program1 and change the duration of such program for one or more participants2 and 7ii7 conduct any other study or pilot program1 in conjunction with or separate from the pilot program specified in this paragraph 7as such program may be adjusted pursuant to clause 7i771 to evaluate quoting or trading in various minimum increments4 4 7b7 ,sunset ,effective on the date that is #e years after the date of the enactment of this ,act1 section #aa;,a7c77#f7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghk-#a7;c77#f77 is repealed4 ,,vi ,improving ,access to ,capital for ,emerging ,growth ,companies ,act #fja4 ,filing requirement for public filing prior to public offering ,section #f7;e77#a7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;f7e77#a77 is amended by striking #ba days and inserting #ae days4 #fjb4 ,grace period for change of status of emerging growth companies ,section #f7;e77#a7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;f7e77#a77 is further amended by adding at the end the following3 ,an issuer that was an emerging growth company at the time it submitted a confidential registration statement or1 in lieu thereof1 a publicly filed registration statement for review under this subsection but ceases to be an emerging growth company thereafter shall continue to be treated as an emerging market growth company for the purposes of this subsection through the earlier of the date on which the issuer consummates its initial public offering pursuant to such registrations statement or the end of the #a-year period beginning on the date the company ceases to be an emerging growth company44 #fjc4 ,simplified disclosure requirements for emerging growth companies ,section #ajb of the ,jumpstart ,our ,business ,startups ,act 7,public ,law #aab-ajf7 is amended by adding at the end the following3 7d7 ,simplified disclosure requirements ,with respect to an emerging growth company 7as such term is defined under section #b of the ,securities ,act of #aicc73 7#a7 ,requirement to include notice on form ,s-#a ,not later than #cj days after the date of enactment of this subsection1 the ,securities and ,exchange ,commission shall revise its general instructions on ,form ,s-#a to indicate that a registration statement filed 7or submitted for confidential review7 by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation ,s-,x 7#ag ,c4,f4,r4 #baj4a-ja et seq47 as of the time of filing 7or confidential submission7 of such registration statement1 provided that-- 7,a7 the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the ,form ,s-#a at the time of the contemplated offering2 and 7,b7 prior to the issuer distributing a preliminary prospectus to investors1 such registration statement is amended to include all financial information required by such regulation ,s-,x at the date of such amendment4 7#b7 ,reliance by issuers ,effective #cj days after the date of enactment of this subsection1 an issuer filing a registration statement 7or submitting the statement for confidential review7 on ,form ,s-#a may omit financial information for historical periods otherwise required by regulation ,s-,x 7#ag ,c4,f4,r4 #baj4a-ja et seq47 as of the time of filing 7or confidential submission7 of such registration statement1 provided that-- 7,a7 the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the ,form ,s-#a at the time of the contemplated offering2 and 7,b7 prior to the issuer distributing a preliminary prospectus to investors1 such registration statement is amended to include all financial information required by such regulation ,s-,x at the date of such amendment4 4 ,,vii ,small ,company ,disclosure ,simplification ,act #gja4 ,exemption from ,,xbrl requirements for emerging growth companies and other smaller companies 7a7 ,exemption for emerging growth companies ,emerging growth companies are exempted from the requirements to use ,extensible ,business ,reporting ,language 7,,xbrl7 for financial statements and other periodic reporting required to be filed with the ,commission under the securities laws4 ,such companies may elect to use ,,xbrl for such reporting4 7b7 ,exemption for other smaller companies ,issuers with total annual gross revenues of less than #bej1jjj1jjj are exempt from the requirements to use ,,xbrl for financial statements and other periodic reporting required to be filed with the ,commission under the securities laws4 ,such issuers may elect to use ,,xbrl for such reporting4 ,an exemption under this subsection shall continue in effect until-- 7#a7 the date that is five years after the date of enactment of this ,act2 or 7#b7 the date that is two years after a determination by the ,commission1 by order after conducting the analysis required by section #gjc1 that the benefits of such requirements to such issuers outweigh the costs1 but no earlier than three years after enactment of this ,act4 7c7 ,modifications to regulations ,not later than #fj days after the date of enactment of this ,act1 the ,commission shall revise its regulations under parts #bbi1 #bcj1 #bcb1 #bci1 #bdj1 and #bdi of title #ag1 ,code of ,federal ,regulations1 to reflect the exemptions set forth in subsections 7a7 and 7b74 #gjb4 ,analysis by the ,,sec ,the ,commission shall conduct an analysis of the costs and benefits to issuers described in section #gja7;b7 of the requirements to use ,,xbrl for financial statements and other periodic reporting required to be filed with the ,commission under the securities laws4 ,such analysis shall include an assessment of-- 7#a7 how such costs and benefits may differ from the costs and benefits identified by the ,commission in the order relating to interactive data to improve financial reporting 7dated ,january #cj1 #bjji2 #gd ,fed4 ,reg4 #fggf7 because of the size of such issuers2 7#b7 the effects on efficiency1 competition1 capital formation1 and financing and on analyst coverage of such issuers 7including any such effects resulting from use of ,,xbrl by investors72 7#c7 the costs to such issuers of-- 7,a7 submitting data to the ,commission in ,,xbrl2 7,b7 posting data on the website of the issuer in ,,xbrl2 7,c7 software necessary to prepare1 submit1 or post data in ,,xbrl2 and 7,d7 any additional consulting services or filing agent services2 7#d7 the benefits to the ,commission in terms of improved ability to monitor securities markets1 assess the potential outcomes of regulatory alternatives1 and enhance investor participation in corporate governance and promote capital formation2 and 7#e7 the effectiveness of standards in the ,united ,states for interactive filing data relative to the standards of international counterparts4 #gjc4 ,report to ,congress ,not later than one year after the date of enactment of this ,act1 the ,commission shall provide the ,committee on ,financial ,services of the ,house of ,representatives and the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate a report regarding-- 7#a7 the progress in implementing ,,xbrl reporting within the ,commission2 7#b7 the use of ,,xbrl data by ,commission officials2 7#c7 the use of ,,xbrl data by investors2 7#d7 the results of the analysis required by section #gjb2 and 7#e7 any additional information the ,commission considers relevant for increasing transparency1 decreasing costs1 and increasing efficiency of regulatory filings with the ,commission4 #gjd4 ,definitions ,as used in this title1 the terms ,commission1 emerging growth company1 issuer1 and securities laws have the meanings given such terms in section #c of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c74 ,,viii ,restoring ,proven ,financing for ,american ,employers ,act #hja4 ,rules of construction relating to collateralized loan obligations ,section #ac7;g7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahea7;g77 is amended by adding at the end the following new paragraphs3 7#d7 ,collateralized loan obligations 7,a7 ,inapplicability to certain collateralized loan obligations ,nothing in this section shall be construed to require the divestiture1 prior to ,july #ba1 #bjag1 of any debt securities of collateralized loan obligations1 if such debt securities were issued before ,january #ca1 #bjad4 7,b7 ,ownership interest with respect to collateralized loan obligations ,a banking entity shall not be considered to have an ownership interest in a collateralized loan obligation because it acquires1 has acquired1 or retains a debt security in such collateralized loan obligation if the debt security has no indicia of ownership other than the right of the banking entity to participate in the removal for cause1 or in the selection of a replacement after removal for cause or resignation1 of an investment manager or investment adviser of the collateralized loan obligation4 7,c7 ,definitions ,for purposes of this paragraph3 7i7 ,collateralized loan obligation ,the term collateralized loan obligation means any issuing entity of an asset-backed security1 as defined in section #c7;a77#gg7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a77#gg771 that is comprised primarily of commercial loans4 7ii7 ,removal for cause ,an investment manager or investment adviser shall be deemed to be removed for cause if the investment manager or investment adviser is removed as a result of-- 7,i7 a breach of a material term of the applicable management or advisory agreement or the agreement governing the collateralized loan obligation2 7,,ii7 the inability of the investment manager or investment adviser to continue to perform its obligations under any such agreement2 7,,iii7 any other action or inaction by the investment manager or investment adviser that has or could reasonably be expected to have a materially adverse effect on the collateralized loan obligation1 if the investment manager or investment adviser fails to cure or take reasonable steps to cure such effect within a reasonable time2 or 7,,iv7 a comparable event or circumstance that threatens1 or could reasonably be expected to threaten1 the interests of holders of the debt securities4 4 ,,ix ,,sbic ,advisers ,relief ,act #ija4 ,advisers of ,s,b,i,cs and venture capital funds ,section #bjc7l7 of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#c7l77 is amended-- 7#a7 by striking ,no investment adviser and inserting the following3 7#a7 ,in general ,no investment adviser 2 and 7#b7 by adding at the end the following3 7#b7 ,advisers of ,s,b,i,cs ,for purposes of this subsection1 a venture capital fund includes an entity described in subparagraph 7,a71 7,b71 or 7,c7 of subsection 7b77#g7 7other than an entity that has elected to be regulated or is regulated as a business development company pursuant to section #ed of the ,investment ,company ,act of #aidj74 4 #ijb4 ,advisers of ,s,b,i,cs and private funds ,section #bjc7m7 of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#c7m77 is amended by adding at the end the following3 7#c7 ,advisers of ,s,b,i,cs ,for purposes of this subsection1 the assets under management of a private fund that is an entity described in subparagraph 7,a71 7,b71 or 7,c7 of subsection 7b77#g7 7other than an entity that has elected to be regulated or is regulated as a business development company pursuant to section #ed of the ,investment ,company ,act of #aidj7 shall be excluded from the limit set forth in paragraph 7#a74 4 #ijc4 ,relationship to ,state law ,section #bjc;,a7b77#a7 of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#c;a7b77#a77 is amended-- 7#a7 in subparagraph 7,a71 by striking or at the end2 7#b7 in subparagraph 7,b71 by striking the period at the end and inserting 2 or2 and 7#c7 by adding at the end the following3 7,c7 that is not registered under section #bjc because that person is exempt from registration as provided in subsection 7b77#g7 of such section1 or is a supervised person of such person4 4 ,x ,disclosure ,modernization and ,simplification ,act #ajja4 ,summary page for form #aj-,k ,not later than the end of the #ahj-;day period beginning on the date of the enactment of this ,act1 the ,securities and ,exchange ,commission shall issue regulations to permit issuers to submit a summary page on form #aj-,k 7#ag ,c4,f4,r4 #bdi4caj71 but only if each item on such summary page includes a cross-reference 7by electronic link or otherwise7 to the material contained in form #aj-,k to which such item relates4 #ajjb4 ,improvement of regulation ,s-,k ,not later than the end of the #ahj-;day period beginning on the date of the enactment of this ,act1 the ,securities and ,exchange ,commission shall take all such actions to revise regulation ,s-,k 7#ag ,c4,f4,r4 #bbi4aj et seq47-- 7#a7 to further scale or eliminate requirements of regulation ,s-,k1 in order to reduce the burden on emerging growth companies1 accelerated filers1 smaller reporting companies1 and other smaller issuers1 while still providing all material information to investors2 7#b7 to eliminate provisions of regulation ,s-,k1 required for all issuers1 that are duplicative1 overlapping1 outdated1 or unnecessary2 and 7#c7 for which the ,commission determines that no further study under section #ajjc is necessary to determine the efficacy of such revisions to regulation ,s-,k4 #ajjc4 ,study on modernization and simplification of regulation ,s-,k 7a7 ,study ,the ,securities and ,exchange ,commission shall carry out a study of the requirements contained in regulation ,s-,k 7#ag ,c4,f4,r4 #bbi4aj et seq474 ,such study shall-- 7#a7 determine how best to modernize and simplify such requirements in a manner that reduces the costs and burdens on issuers while still providing all material information2 7#b7 emphasize a company by company approach that allows relevant and material information to be disseminated to investors without boilerplate language or static requirements while preserving completeness and comparability of information across registrants2 and 7#c7 evaluate methods of information delivery and presentation and explore methods for discouraging repetition and the disclosure of immaterial information4 7b7 ,consultation ,in conducting the study required under subsection 7a71 the ,commission shall consult with the ,investor ,advisory ,committee and the ,advisory ,committee on ,small and ,emerging ,companies4 7c7 ,report ,not later than the end of the #cfj-;day period beginning on the date of enactment of this ,act1 the ,commission shall issue a report to the ,congress containing-- 7#a7 all findings and determinations made in carrying out the study required under subsection 7a72 7#b7 specific and detailed recommendations on modernizing and simplifying the requirements in regulation ,s-,k in a manner that reduces the costs and burdens on companies while still providing all material information2 and 7#c7 specific and detailed recommendations on ways to improve the readability and navigability of disclosure documents and to discourage repetition and the disclosure of immaterial information4 7d7 ,rulemaking ,not later than the end of the #cfj-;day period beginning on the date that the report is issued to the ,congress under subsection 7c71 the ,commission shall issue a proposed rule to implement the recommendations of the report issued under subsection 7c74 7e7 ,rule of construction ,revisions made to regulation ,s-,k by the ,commission under section #ajjb shall not be construed as satisfying the rulemaking requirements under this section4 ,,xi ,encouraging ,employee ,ownership ,act #aaja4 ,increased threshold for disclosures relating to compensatory benefit plans ,not later than #fj days after the date of the enactment of this ,act1 the ,securities and ,exchange ,commission shall revise section #bcj4gja7;e7 of title #ag1 ,code of ,federal ,regulations1 so as to increase from #e1jjj1jjj to #aj1jjj1jjj the aggregate sales price or amount of securities sold during any consecutive #ab-month period in excess of which the issuer is required under such section to deliver an additional disclosure to investors4 ,the ,commission shall index for inflation such aggregate sales price or amount every #e years to reflect the change in the ,consumer ,price ,index for ,all ,urban ,consumers published by the ,bureau of ,labor ,statistics1 rounding to the nearest #a1jjj1jjj4