,,ib ,union ,calendar ,no4 #fid #aaith ,,congress #b;d ,session ,h4 ,r4 #icbi ,report ,no4 #aai-gid ,,in ,,the ,,house ,,of ,,representatives ,june #ah1 #bjbf,mrs4 ,wagner 7for herself1 ,mr4 ,downing1 ,mr4 ,sessions1 and ,mr4 ,huizenga7 introduced the following bill2 which was referred to the ,committee on ,financial ,services ,september #c1 #bjbf;,additional sponsor3 ,mrs4 ,kim ,september #c1 #bjbf,reported with an amendment1 committed to the ,committee of the ,whole ,house on the ,state of the ,union1 and ordered to be printed,strike out all after the enacting clause and insert the part printed in italic,for text of introduced bill1 see copy of bill as introduced on ,june #ah1 #bjbf ,a ,,bill ,to make improvements to the securities laws1 and for other purposes4 #a4 ,short title2 table of contents 7a7 ,short title ,this ,act may be cited as the ,,sec ,reform and ,restructuring ,act4 7b7 ,table of contents ,the table of contents for this ,act is as follows3 ,sec4 #a4 ,short title2 table of contents4,title ,i--,,sec ,regulatory ,accountability,sec4 #aja4 ,consideration by the ,securities and ,exchange ,commission of the costs and benefits of regulations and certain other agency actions of the ,commission4,title ,,ii--,,sec ,transparency,sec4 #bja4 ,semiannual testimony to ,congress regarding activities of the ,securities and ,exchange ,commission4,title ,,iii--,,sec ,cybersecurity,sec4 #cja4 ,,gao audit of information technology infrastructure and handling of data4,title ,,iv--,review the ,expansion of ,government,sec4 #dja4 ,consideration of cumulative effect of regulations required4,title ,v--,streamlining ,public ,company ,accounting ,oversight,sec4 #eja4 ,transfer of ,public ,company ,accounting ,oversight ,board to ,securities and ,exchange ,commission4,sec4 #ejb4 ,establishment2 administrative provisions4,sec4 #ejc4 ,registration with the ,office4,sec4 #ejd4 ,auditing1 quality control1 standards1 and rules4,sec4 #eje4 ,foreign public accounting firms4,sec4 #ejf4 ,funding4,sec4 #ejg4 ,definitions4,sec4 #ejh4 ,technical and conforming amendments4,sec4 #eji4 ,rule of construction with respect to cooperative arrangements4,sec4 #eaj4 ,regulations4,sec4 #eaa4 ,effective date4,title ,,vi--,study ,regarding ,major ,rules ,issued by the ,securities and ,exchange ,commission,sec4 #fja4 ,,gao study regarding major rules4,title ,,vii--,minimum public comment period,sec4 #gja4 ,minimum public comment period4,title ,,viii--,securities ,enforcement ,clarity,sec4 #hja4 ,determination of the number of violations4,title ,,ix--,,sec ,modernization,sec4 #ija4 ,commission organization4 ,i ,,sec ,regulatory ,accountability #aja4 ,consideration by the ,securities and ,exchange ,commission of the costs and benefits of regulations and certain other agency actions of the ,commission ,section #bc of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghw7 is amended by adding at the end the following3 7e7 ,consideration of costs and benefits 7#a7 ,considerations before proposing a regulation ,before proposing a regulation1 the ,commission shall-- 7,a7 clearly identify the nature and source of the problem that the regulation is designed to address1 as well as assess the significance of that problem1 to enable assessment of whether any new regulation is warranted2 and 7,b7 ensure that the regulation would be within the ,commission's jurisdiction and that the ,commission has sufficient experience and expertise to regulate the subject matter covered by the regulation4 7#b7 ,requirements for issuing a proposed or final regulation 7,a7 ,in general ,in issuing a proposed or final regulation1 the ,commission shall-- 7i7 clearly identify the market participants who will be impacted by the regulation2 7ii7 utilize the ,chief ,economist of the ,commission to assess the costs and benefits1 both qualitative and quantitative1 of the regulation1 both on the regulation's own and cumulatively with other existing and related proposed regulations2 7iii7 only issue the regulation if the ,commission makes a reasoned determination that the benefits of the regulation justify the costs of the regulation2 7iv7 ensure that the regulation is accessible1 consistent1 written in plain language1 and easy to understand2 and 7v7 ensure that the length of the public comment period is commensurate with the complexity of the regulation and the expected public interest in the rulemaking4 7,b7 ,inclusion of information in a proposed or final regulation ,in issuing a proposed or final regulation1 the ,commission shall include in the regulation-- 7i7 the results of the identifications and assessments required under clauses 7i7 and 7ii7 of subparagraph 7,a7 with respect to the regulation2 7ii7 an explanation of why the regulation meets the regulatory objectives of the ,commission more effectively than other available alternatives2 7iii7 a description of how the ,commission intends the regulation to interact with existing regulations and proposed regulations2 and 7iv7 a justification of the length of the public comment period for the regulation4 7#c7 ,considerations and actions 7,a7 ,required actions ,in deciding whether and how to regulate1 the ,commission shall assess the costs and benefits of available regulatory alternatives1 including the alternative of not regulating1 and choose the approach that maximizes benefits net of costs1 to the extent practicable4 ,specifically1 the ,commission shall-- 7i7 consistent with the requirements of section #c7;f7 7#ae ,u4,s4,c4 #gh;c7f771 section #b7;b7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;b7b771 section #bjb7;c7 of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#b7;c771 and section #b7;c7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#b7;c771 consider whether a rulemaking 7both on the regulation's own and cumulatively with other related and proposed regulations71 in addition to being in the interest of protecting investors1 will promote efficiency1 competition1 and capital formation2 and 7ii7 evaluate whether a regulation is inconsistent1 incompatible1 or duplicative of other ,federal regulations4 7,b7 ,additional considerations ,in addition1 in making a reasoned determination under paragraph 7#b77;,a77iii7 of the costs and benefits of a regulation1 the ,commission shall1 to the extent that each is relevant to the particular regulation1 take into consideration the impact of the regulation on-- 7i7 investor choice2 7ii7 market liquidity in the securities markets2 7iii7 small businesses2 7iv7 competition in the marketplace2 and 7v7 investor access4 7#d7 ,post-adoption impact assessment 7,a7 ,in general ,whenever the ,commission issues a final regulation that is a major rule 7as defined under section #hjd of title #e1 ,united ,states ,code71 it shall state1 in the regulation1 the following3 7i7 ,the purposes and intended consequences of the regulation4 7ii7 ,appropriate post-implementation quantitative and qualitative metrics to measure the economic impact of the regulation and to measure the extent practicable to which the regulation has accomplished the stated purposes4 7iii7 ,the assessment plan that will be used1 consistent with the requirements of subparagraph 7,b74 7iv7 ,any unintended or negative consequences that the ,commission foresees may result from the regulation4 7,b7 ,requirements of assessment plan and report 7i7 ,requirements of plan ,for each regulation described under subparagraph 7,a71 the ,commission1 in consultation with the ,chief ,economist1 shall establish an assessment plan1 which shall-- 7,i7 identify the costs1 benefits1 and intended and unintended consequences as identified in the rulemaking release of the regulation2 and 7,,ii7 specify the data to be collected1 the methods for collection and analysis of the data1 and a date for completion of the assessment4 7ii7 ,timing of assessment plan report ,a report on each completed assessment plan described under clause 7i7 shall be submitted by the ,chief ,economist to the ,commission not later than the end of the #d-year period beginning on the date the applicable regulation is issued1 unless the ,commission1 at the request of the ,chief ,economist1 publishes at least #ij days before the end of such period a notice in the ,federal ,register extending the date and providing specific reasons why an extension is necessary4 7iii7 ,public comment ,not later than #cj days after the ,commission receives an assessment plan report under clause 7ii71 the ,commission shall publish the report in the ,federal ,register for public comment4 7#e7 ,regulation defined ,in this subsection1 the term regulation-- 7,a7 means an agency statement of general applicability and future effect that is designed to implement1 interpret1 or prescribe law or policy or to describe the procedure or practice requirements of an agency1 including rules1 orders of general applicability1 interpretive releases1 and other statements of general applicability that the agency intends to have the force and effect of law2 and 7,b7 does not include-- 7i7 a regulation issued in accordance with the formal rulemaking provisions of section #eef or #eeg of title #e1 ,united ,states ,code2 7ii7 a regulation that is limited to agency organization1 management1 or personnel matters2 7iii7 a regulation promulgated pursuant to statutory authority that expressly prohibits compliance with this provision2 and 7iv7 a regulation that is certified by the agency to be an emergency action1 if such certification is published in the ,federal ,register4 4 ,,ii ,,sec ,transparency #bja4 ,semiannual testimony to ,congress regarding activities of the ,securities and ,exchange ,commission ,section #d of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;d7 is amended by adding at the end the following3 7k7 ,semiannual testimony to ,congress ,the ,chairman of the ,commission shall1 not less than once every #f months after the date of the enactment of this subsection1 testify before the ,committee on ,financial ,services of the ,house of ,representatives and the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate on the activities of the ,commission4 ,at least once annually1 the ,commissioners shall join the ,chairman with respect to testifying pursuant to the preceding sentence4 4 ,,iii ,,sec ,cybersecurity #cja4 ,,gao audit of information technology infrastructure and handling of data ,the ,comptroller ,general of the ,united ,states shall1 not later than #a year after the date of the enactment of this ,act-- 7#a7 perform an independent audit of the information technology 7,,it7 infrastructure of the ,securities and ,exchange ,commission and the ,commission's handling of data1 including-- 7,a7 a comparison of the ,commission's ,,it spending to other ,federal financial regulators1 including-- 7i7 the total amount spent on ,,it equipment and services2 and 7ii7 the amount of ,,it spending in proportion to each regulator's total spending2 7,b7 examining the quality and effectiveness of the ,commission's ,,it contracting2 7,c7 determining if the ,commission's data and cybersecurity systems and procedures are sufficient2 and 7,d7 examining any recent ,commission ,,it or data events1 such as breaches or hacks1 that may have compromised the ,commission's ,,it infrastructure or exposed a vulnerability2 and 7#b7 provide to the ,commission1 the ,committee on ,financial ,services of the ,house of ,representatives1 and the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate a report containing-- 7,a7 all findings and determinations made in conducting the audit2 and 7,b7 recommendations for steps that can be taken to improve the ,commission's ,,it infrastructure4 ,,iv ,review the ,expansion of ,government #dja4 ,consideration of cumulative effect of regulations required 7a7 ,rules under the ,securities ,act of #aicc ,section #b7;b7 of the ,securities ,act of #aicc 7#ae ,u4,s4,c4 #gg;b7b77 is amended by inserting 1 when considered individually or cumulatively with other related rules or regulations or other related and recent proposed rules or regulations1 before will promote4 7b7 ,rules under the ,securities ,exchange ,act of #aicd ,section #bc7;a77#b7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghw7a77#b77 is amended by inserting 1 when considered individually or cumulatively with other related rules or regulations or other related and recent proposed rules or regulations1 after which would4 7c7 ,rules under the ,investment ,company ,act of #aidj ,section #b7;c7 of the ,investment ,company ,act of #aidj 7#ae ,u4,s4,c4 #hj;a-#b7;c77 is amended by inserting 1 when considered individually or cumulatively with other related rules or regulations or other related and recent proposed rules or regulations1 before will promote4 7d7 ,rules under the ,investment ,advisers ,act of #aidj ,section #bjb7;c7 of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#b7;c77 is amended by inserting 1 when considered individually or cumulatively with other related rules or regulations or other related and recent proposed rules or regulations1 before will promote4 ,v ,streamlining ,public ,company ,accounting ,oversight #eja4 ,transfer of ,public ,company ,accounting ,oversight ,board to ,securities and ,exchange ,commission 7a7 ,global amendments ,except as otherwise provided under this title1 title ,i of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbaa et seq47 is amended-- 7#a7 in the title heading1 by striking ,public ,company ,accounting ,oversight ,board and inserting ,office of ,public ,accounting ,oversight2 7#b7 by striking the ,board each place it appears and inserting the ,commission2 7#c7 by striking ,the ,board each place it appears and inserting ,the ,commission2 and 7#d7 by striking the ,board's each place it appears and inserting the ,commission's4 7b7 ,repeals ,sections #ajd1 #aje1 and #ajg of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbad2 #ae ,u4,s4,c4 #gbae2 #ae ,u4,s4,c4 #gbag7 are repealed4 7c7 ,references ,beginning on the date that is #b years after the date of the enactment of this ,act1 any reference to the ,public ,company ,accounting ,oversight ,board in any law1 regulation1 map1 document1 record1 or other paper of the ,united ,states shall be deemed to be a reference to the ,office of ,public ,accounting ,oversight of the ,office of the ,chief ,accountant of the ,securities and ,exchange ,commission4 7d7 ,termination of existing ,board ,the ,public ,company ,accounting ,oversight ,board shall terminate on the date that is #b years after the date of the enactment of this ,act4 #ejb4 ,establishment2 administrative provisions 7a7 ,in general ,section #aja of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbaa7 is amended-- 7#a7 by amending subsection 7a7 to read as follows3 7a7 ,establishment of ,office ,there is established in the ,office of the ,chief ,accountant of the ,commission an ,office of ,public ,accounting ,oversight1 to oversee the audit of companies that are subject to the securities laws1 and related matters1 in order to protect the interests of investors and further the public interest in the preparation of informative1 accurate1 and independent audit reports4 2 7#b7 by amending subsection 7b7 to read as follows3 7b7 ,director ,the ,chief ,accountant of the ,office of the ,chief ,accountant of the ,commission shall serve as the ,director of the ,office of ,public ,accounting ,oversight4 2 7#c7 in subsection 7c7-- 7,a7 in the heading1 by striking the ,board and inserting the ,commission2 7,b7 by striking 1 subject to action by the ,commission under section #ajg1 and once a determination is made by the ,commission under subsection 7d7 of this section2 7,c7 in paragraph 7#c71 by striking section #ajd and inserting subsection 7e72 7,d7 in paragraph 7#d71 by striking section #aje and inserting subsection 7f72 7,e7 in paragraph 7#e7-- 7i7 by striking the ,board 7or the ,commission1 by rule or order7 and inserting the ,commission2 and 7ii7 by inserting and after the semicolon2 7,f7 in paragraph 7#f7-- 7i7 by striking the rules of the ,board and inserting the rules of the ,commission2 and 7ii7 by striking 2 and and inserting a period2 and 7,g7 by striking paragraph 7#g72 7#d7 in subsection 7d7-- 7,a7 by striking ,the members of the ,board and inserting ,the ,chief ,accountant of the ,commission2 7,b7 by striking #bgj days after the date of enactment of this ,act and inserting #a year after the date of the enactment of the ,,sec ,reform and ,restructuring ,act2 and 7,c7 by striking the last sentence2 7#e7 by striking subsections 7e71 7f71 7g71 and 7h72 and 7#f7 by inserting after subsection 7d7 the following3 7e7 ,inspections of registered public accounting firms ,the ,office shall conduct a continuing program of inspections to assess the degree of compliance of each registered public accounting firm and associated persons of that firm with this ,act1 the rules of the ,commission1 or professional standards1 in connection with its performance of audits1 issuance of audit reports1 and related matters involving issuers4 7f7 ,investigations and disciplinary proceedings ,the ,commission shall establish1 by rule1 fair procedures for the investigation and disciplining of registered public accounting firms and associated persons of such firms4 4 7b7 ,publication of rules ,the ,commission shall1 promptly after the creation of the ,office1 cause to be published in the ,federal ,register a notice that all rules of the ,public ,company ,accounting ,oversight ,board shall remain in effect as ,commission rules upon the termination of the ,public ,company ,accounting ,oversight ,board4 #ejc4 ,registration with the ,office ,section #ajb of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbab7 is amended-- 7#a7 in the section heading by striking the ,board and inserting the ,office2 7#b7 in subsection 7b77#b77;,h71 by striking the ,board or2 7#c7 in subsection 7c7-- 7,a7 by striking ,applications4-- and all that follows through ,the ,board and inserting ,applications4--,the ,board2 and 7,b7 by striking paragraph 7#b72 7#d7 in subsection 7d71 by striking the ,board or2 and 7#e7 in subsection 7e71 by striking the ,board or4 #ejd4 ,auditing1 quality control1 standards1 and rules ,section #ajc of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbac7 is amended-- 7#a7 in the heading1 by striking and independence standards and inserting standards12 7#b7 in subsection 7a77#c7-- 7,a7 in subparagraph 7,a77i71 by striking 1 subject to the terms of section #ajg12 7,b7 by striking subparagraph 7,b72 and 7,c7 by redesignating subparagraph 7,c7 as subparagraph 7,b72 7#c7 in subsection 7c7 in the heading of paragraph 7#b71 by striking ,board and inserting ,office2 and 7#d7 in subsection 7d71 by striking ,the ,board shall include in the annual report required by section #aja7;h7 and inserting ,the ,commission shall include in the ,commission's annual performance report to ,congress4 #eje4 ,foreign public accounting firms ,section #ajf of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbaf7 is amended-- 7#a7 in the heading of subsection 7a77#b71 by striking ,board and inserting ,office2 7#b7 by striking or the ,board each place such term appears2 7#c7 in subsection 7a71 by striking the ,board and2 and 7#d7 in subsection 7c7-- 7,a7 by striking and the ,board1 subject to the approval of the ,commission1 may12 and 7,b7 by striking 7or ,board74 #ejf4 ,funding ,section #aji of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbai7 is amended-- 7#a7 by amending subsection 7b7 to read as follows3 7b7 ,annual budgets 7#a7 ,standard setting body ,the standard setting body referred to in subsection 7a7 shall establish a budget for each fiscal year1 which shall be-- 7,a7 reviewed and approved according to their respective internal procedures not less than #a month prior to the commencement of the fiscal year to which the budget pertains2 and 7,b7 subject to approval by the ,commission4 7#b7 ,the ,office ,the ,commission shall establish the budget for the ,office for each fiscal year4 2 7#b7 in subsection 7c7-- 7,a7 by amending paragraph 7#a7 to read as follows3 7#a7 ,recoverable budget expenses 7,a7 ,standard setting body ,the budget of the standard setting body referred to in subsection 7a7 for each fiscal year shall be payable from annual accounting support fees1 in accordance with subsections 7d7 and 7e74 ,accounting support fees and other receipts of such standard-setting body shall not be considered public monies of the ,united ,states4 7,b7 ,the ,office ,the budget of the ,office 7reduced by any registration or annual fees received under section #ajb7;f7 for the year preceding the year for which the budget is being computed7 for each fiscal year may be payable from annual accounting support fees1 in accordance with subsections 7d7 and 7e74 ,accounting support fees and other receipts of the ,office shall not be considered public monies of the ,united ,states4 2 7,b7 in paragraph 7#b71 by striking shall and inserting may2 7#c7 in subsection 7d7-- 7,a7 in the heading1 by striking the ,board and inserting the ,office2 7,b7 in paragraph 7#a71 by striking ,the ,board shall establish1 with the approval of the ,commission1 and inserting ,the ,commission may establish2 7,c7 in paragraph 7#b71 by striking shall and inserting may2 and 7,d7 by striking paragraph 7#c72 7#d7 in subsection 7j7-- 7,a7 by striking either the ,board12 and 7,b7 by striking 1 or both12 and 7#e7 by striking subsection 7k74 #ejg4 ,definitions ,section #aaj of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbbj7 is amended-- 7#a7 in paragraph 7#a71 by striking the ,board or2 7#b7 by redesignating paragraphs 7#e7 and 7#f7 as paragraphs 7#f7 and 7#g72 7#c7 by inserting after paragraph 7#d7 the following3 7#e7 ,office ,the term ,office means the ,office of ,public ,accounting ,oversight of the ,office of the ,chief ,accountant of the ,commission4 2 and 7#d7 in subparagraph 7,b7 of paragraph 7#f71 as so redesignated1 by striking the ,board or4 #ejh4 ,technical and conforming amendments 7a7 ,definitions ,section #b7;a7 of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbja7;a77 is amended-- 7#a7 in paragraph 7#b71 by striking the ,board or the ,commission 7or1 for the period preceding the adoption of applicable rules of the ,board under section #ajc1 in accordance with then-applicable generally accepted auditing and related standards for such purposes7 and inserting the ,commission2 7#b7 by striking paragraphs 7#e7 and 7#ac72 7#c7 by redesignating paragraphs 7#f7 through 7#ab7 and 7#ad7 through 7#ag7 as paragraphs 7#e7 through 7#ae71 respectively2 7#d7 in paragraph 7#h71 as so redesignated-- 7,a7 in subparagraph 7,b71 by striking ,board each place such term appears and inserting ,commission2 and 7,b7 in subparagraph 7,c7-- 7i7 by striking 1 #aja7;c71 #aje1 and #ajg7;c7 and the rules of the ,board and ,commission issued thereunder and inserting and #aja7;c7 and the rules of the ,commission thereunder2 and 7ii7 in clause 7ii77,,ii71 by striking ,board and inserting ,commission2 7#e7 in subparagraph 7,b7 of paragraph 7#i71 as so redesignated-- 7,a7 by striking the ,board or2 7,b7 in clause 7ii71 by striking ,board and inserting ,commission2 7#f7 in subparagraph 7,b7 of paragraph 7#aj71 as so redesignated1 by striking ,board and inserting ,commission2 and 7#g7 in paragraph 7#aa71 as so redesignated1 by striking ,board and inserting ,commission4 7b7 ,commission rules and enforcement ,section #c of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbjb7 is amended-- 7#a7 in subsection 7b71 by striking or any rule of the ,board2 and 7#b7 in subsection 7c71 by striking or the rules of the ,board4 7c7 ,exemption authority ,section #bja7;b7 of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbca7;b77 is amended-- 7#a7 by striking ,the ,board may and inserting ,the ,commission may2 and 7#b7 by striking in the same manner as for rules of the ,board under section #ajg4 7d7 ,internal control evaluation and reporting ,section #djd7;b7 of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbfb7;b77 is amended by striking ,board and inserting ,commission4 7e7 ,self-,regulatory organization ,section #fjc7y77#c7 of the ,consumer ,credit ,protection ,act 7#ae ,u4,s4,c4 #afha;a7y77#c77 is amended by striking any entity established under title ,i of the ,sarbanes-,oxley ,act of #bjjb14 7f7 ,clerical amendment ,the table of contents in section #a7;b7 of the ,sarbanes-,oxley ,act of #bjjb is amended-- 7#a7 by striking the item relating to title ,i and inserting the following new item3 ,,title ,i--,,office ,,of ,,public ,,accounting ,,oversight 2 7#b7 in the item relating to section #ajb1 by striking the ,board and inserting the ,office2 7#c7 in the item relating to section #ajc1 by striking and independence standards and inserting standards12 and 7#d7 by striking the items relating to sections #ajd1 #aje1 and #ajg4 #eji4 ,rule of construction with respect to cooperative arrangements ,nothing in this title1 or the amendments made by this title1 shall be construed to invalidate or otherwise affect a cooperative arrangement or agreement between the ,public ,company ,accounting ,oversight ,board and a foreign auditor oversight authority 7as defined in section #b7;a7 of the ,sarbanes-,oxley ,act of #bjjb 7#ae ,u4,s4,c4 #gbja7;a777 in effect on the date that is #b years after the date of the enactment of this ,act4 #eaj4 ,regulations ,the ,securities and ,exchange ,commission may issue such regulations as may be necessary to carry out this title4 #eaa4 ,effective date ,the amendments made by this title shall take effect on the date that is #b years after the date of the enactment of this ,act4 ,,vi ,study ,regarding ,major ,rules ,issued by the ,securities and ,exchange ,commission #fja4 ,,gao study regarding major rules ,section #d of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;d71 as amended by section #bja1 is further amended by adding at the end the following3 7l7 ,,gao study regarding major rules 7#a7 ,study required 7,a7 ,in general ,subject to subparagraph 7,c71 not later than #a year after the date of the enactment of this subsection1 and every #c years thereafter1 the ,comptroller ,general of the ,united ,states shall carry out a study on each of the major rules issued by the ,commission since the last such review4 7,b7 ,elements ,the study required under subparagraph 7,a7 shall include1 with respect to each major rule described in such subparagraph-- 7i7 a cost benefit analysis of such major rule2 7ii7 a comparison between the cost benefit analysis under clause 7i7 and the cost benefit analysis for the same major rule carried out by the ,commission2 7iii7 a comparison between the projected costs of the major rule and the actual costs of the major rule2 and 7iv7 an evaluation of whether each major rule-- 7,i7 facilitates capital formation2 7,,ii7 promotes fair1 efficient markets2 and 7,,iii7 protects investors4 7,c7 ,special rule ,if a study required under subparagraph 7,a7 would apply to more than #aj major rules1 the ,comptroller ,general shall review only the #aj major rules that are the most significant1 as determined by the ,comptroller ,general4 7#b7 ,report ,not later than #a year after completing a study under paragraph 7#a71 the ,comptroller ,general shall submit to the ,committee on ,financial ,services of the ,house of ,representatives and the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate a report that includes-- 7,a7 the results of such study2 and 7,b7 with respect to any major rule reviewed in such study that has not yet been fully implemented by the ,commission1 a statement that the ,comptroller ,general is unable to fully analyze the costs of the major rule at the time the report is submitted4 7#c7 ,major rule defined ,in this subsection1 the term major rule has the meaning given the term in section #hjd of title #e1 ,united ,states ,code4 4 ,,vii ,minimum public comment period #gja4 ,minimum public comment period ,section #d of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;d71 as amended by section #fja1 is further amended by adding at the end the following3 7m7 ,minimum public comment period 7#a7 ,in general ,with respect to a proposed rulemaking for which a public comment period is required under section #eec of title #e1 ,united ,states ,code1 the ,commission shall provide a public comment period of-- 7,a7 at least #fj days2 or 7,b7 if the ,commission determines the proposed rule addresses imminent investor harm1 at least #cj days4 7#b7 ,calculation of periods ,for purposes of calculating the number of days in a period under paragraph 7#a7 with respect to a proposed rulemaking-- 7,a7 a ,federal holiday shall not be counted2 and 7,b7 the period shall begin on the date the proposed rule is published in the ,federal ,register4 4 ,,viii ,securities ,enforcement ,clarity #hja4 ,determination of the number of violations 7a7 ,securities ,act of #aicc ,the ,securities ,act of #aicc is amended-- 7#a7 in section #h;,a7g7 7#ae ,u4,s4,c4 #gg;h-#a7;g771 by adding at the end the following3 7#d7 ,determination of number of violations ,for purposes of determining the number of violations for which to impose penalties under paragraph 7#a71 separate acts of noncompliance are a single violation when the acts are the result of-- 7,a7 a common or a substantially overlapping originating cause2 7,b7 the same misstatement or omission2 or 7,c7 a continuing failure to comply4 2 and 7#b7 in section #bj7;d7 7#ae ,u4,s4,c4 #ggt7d771 by adding at the end the following3 7#e7 ,determination of number of violations ,for purposes of determining the number of violations for which to impose penalties under paragraph 7#a71 separate acts of noncompliance are a single violation when the acts are the result of-- 7,a7 a common or a substantially overlapping originating cause2 7,b7 the same misstatement or omission2 or 7,c7 a continuing failure to comply4 4 7b7 ,securities ,exchange ,act of #aicd ,the ,securities ,exchange ,act of #aicd is amended-- 7#a7 in section #ba7;d77#c7 7#ae ,u4,s4,c4 #ghu7d77#c771 by adding at the end the following3 7,e7 ,determination of number of violations ,for purposes of determining the number of violations for which to impose penalties under subparagraph 7,a77i71 separate acts of noncompliance are a single violation when the acts are the result of-- 7i7 a common or a substantially overlapping originating cause2 7ii7 the same misstatement or omission2 or 7iii7 a continuing failure to comply4 2 7#b7 in section #ba;,b7a7 7#ae ,u4,s4,c4 #ghu-#b7;b771 by adding at the end the following3 7#c7 ,determination of number of violations1 acts1 or omissions ,for purposes of determining the number of violations1 acts1 or omissions for which to impose penalties under this subsection1 separate acts of noncompliance are a single violation1 act1 or omission when the acts are the result of-- 7,a7 a common or a substantially overlapping originating cause2 7,b7 the same misstatement or omission2 or 7,c7 a continuing failure to comply4 2 and 7#c7 in section #cb 7#ae ,u4,s4,c4 #gh;ff71 by adding at the end the following3 7d7 ,determination of number of violations ,for purposes of determining the number of violations for which to impose penalties under subsection 7c71 separate acts of noncompliance are a single violation when the acts are the result of-- 7#a7 a common or a substantially overlapping originating cause2 7#b7 the same misstatement or omission2 or 7#c7 a continuing failure to comply4 4 7c7 ,investment ,company ,act of #aidj ,the ,investment ,company ,act of #aidj is amended-- 7#a7 in section #i7;d7 7#ae ,u4,s4,c4 #hj;a-#i7;d771 by adding at the end the following3 7#e7 ,determination of number of violations1 acts1 or omissions ,for purposes of determining the number of violations1 acts1 or omissions for which to impose penalties under paragraph 7#a71 separate acts of noncompliance are a single violation1 act1 or omission when the acts are the result of-- 7,a7 a common or a substantially overlapping originating cause2 7,b7 the same misstatement or omission2 or 7,c7 a continuing failure to comply4 2 and 7#b7 in section #db7;e7 7#ae ,u4,s4,c4 #hj;a-#da7;e771 by adding at the end the following3 7#e7 ,determination of number of violations ,for purposes of determining the number of violations for which to impose penalties under paragraph 7#a71 separate acts of noncompliance are a single violation when the acts are the result of-- 7,a7 a common or a substantially overlapping originating cause2 7,b7 the same misstatement or omission2 or 7,c7 a continuing failure to comply4 4 7d7 ,investment ,advisors ,act of #aidj ,the ,investment ,advisers ,act of #aidj is amended-- 7#a7 in section #bjc7;i7 7#ae ,u4,s4,c4 #hj;b-#c7;i771 by adding at the end the following3 7#e7 ,determination of number of violations1 acts1 or omissions ,for purposes of determining the number of violations1 acts1 or omissions for which to impose penalties under paragraph 7#a71 separate acts of noncompliance are a single violation1 act1 or omission when the acts are the result of-- 7,a7 a common or a substantially overlapping originating cause2 7,b7 the same misstatement or omission2 or 7,c7 a continuing failure to comply4 2 and 7#b7 in section #bji7;e7 7#ae ,u4,s4,c4 #hj;b-#i7;e771 by adding at the end the following3 7#e7 ,determination of number of violations ,for purposes of determining the number of violations for which to impose penalties under paragraph 7#a71 separate acts of noncompliance are a single violation when the acts are the result of-- 7,a7 a common or a substantially overlapping originating cause2 7,b7 the same misstatement or omission2 or 7,c7 a continuing failure to comply4 4 ,,ix ,,sec ,modernization #ija4 ,commission organization 7a7 ,review of the organization of the ,commission 7#a7 ,review required ,not later than #ahj days after the date of enactment of this ,act1 the ,chairman of the ,securities and ,exchange ,commission shall conduct a review of the organizational structure of the ,commission1 including the offices and officials that report directly to the ,chairman4 7#b7 ,reorganization ,not later than #ij days after completing the review required under paragraph 7#a71 the ,chairman shall1 to the extent practicable and consistent with applicable law1 reduce the number of offices and officials reporting directly to the ,chairman by reassigning such offices and officials within the organizational structure of the ,commission4 7#c7 ,report ,not later than #cj days after completing the reorganization required under paragraph 7#b71 the ,chairman shall submit to the ,committee on ,financial ,services of the ,house of ,representatives and the ,committee on ,banking1 ,housing1 and ,urban ,affairs of the ,senate a report containing-- 7,a7 a description of the offices and officials that reported directly to the ,chairman on the date of enactment of this ,act2 7,b7 an identification of the offices and officials whose reporting relationships are required by statute2 7,c7 a description of the changes made pursuant to paragraph 7#b72 7,d7 an identification of any offices or officials that continue to report directly to the ,chairman and the reasons such reporting relationships were retained2 and 7,e7 any legislative recommendations for further reducing the number of offices and officials reporting directly to the ,chairman4 7#d7 ,preservation of ,commission authority ,this subsection shall not prohibit the ,commission from reorganizing the offices described in this subsection in the future1 if the ,commission determines such reorganization is necessary or appropriate in the public interest or for the protection of investors4 7b7 ,regional office consolidation ,the ,securities and ,exchange ,commission shall1 if the ,commission determines it appropriate1 consolidate the regional offices of the ,commission4 ,september #c1 #bjbf,reported with an amendment1 committed to the ,committee of the ,whole ,house on the ,state of the ,union1 and ordered to be printed