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114th Congress   }                                  {    Rept. 114-883
                        HOUSE OF REPRESENTATIVES
 2d Session      }                                  {           Part 1
_______________________________________________________________________

                                     



                      FINANCIAL CHOICE ACT OF 2016

                               ----------                              

                              R E P O R T

                                 of the

                    COMMITTEE ON FINANCIAL SERVICES

                             together with

                             MINORITY VIEWS

                        [to accompany h.r. 5983]

[GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]


 December 20, 2016.--Committed to the Committee of the Whole House on 
              State of the Union and ordered to be printed




























114th Congress   }                                  {    Rept. 114-883
                        HOUSE OF REPRESENTATIVES
 2d Session      }                                  {           Part 1
_______________________________________________________________________

                                     



                      FINANCIAL CHOICE ACT OF 2016

                               __________

                              R E P O R T

                                 of the

                    COMMITTEE ON FINANCIAL SERVICES

                             together with

                             MINORITY VIEWS

                        [to accompany h.r. 5983]

[GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]


 December 20, 2016.--Committed to the Committee of the Whole House on 
            the State of the Union and ordered to be printed

                                  ______

                         U.S. GOVERNMENT PUBLISHING OFFICE 

23-062                         WASHINGTON : 2016 





























114th Congress   }                                  {    Rept. 114-883
                        HOUSE OF REPRESENTATIVES
 2d Session      }                                  {           Part 1

======================================================================



 
                      FINANCIAL CHOICE ACT OF 2016

                                _______
                                

 December 20, 2016.--Committed to the Committee of the Whole House on 
            the State of the Union and ordered to be printed

                                _______
                                

Mr. Hensarling, from the Committee on Financial Services, submitted the 
                               following

                              R E P O R T

                             together with

                             MINORITY VIEWS

                        [To accompany H.R. 5983]

    The Committee on Financial Services, to whom was referred 
the bill (H.R. 5983) to create hope and opportunity for 
consumers, investors, 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, having considered the same, report 
favorably thereon with an amendment and recommend that the bill 
as amended do pass.
    The amendment is as follows:
  Strike all after the enacting clause and insert the 
following:

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

  (a) Short Title.--This Act may be cited as the ``Financial CHOICE Act 
of 2016''.
  (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.

   TITLE I--REGULATORY RELIEF FOR STRONGLY CAPITALIZED, WELL MANAGED 
                         BANKING ORGANIZATIONS

Sec. 101. Capital election.
Sec. 102. Regulatory relief.
Sec. 103. Contingent capital study.
Sec. 104. Study on altering the current prompt corrective action rules.
Sec. 105. Definitions.

         TITLE II--ENDING ``TOO BIG TO FAIL'' AND BANK BAILOUTS

       Subtitle A--Reform of the Financial Stability Act of 2010

Sec. 211. Repeal and modification of provisions of the Financial 
Stability Act of 2010.

        Subtitle B--Repeal of the Orderly Liquidation Authority

Sec. 221. Repeal of the orderly liquidation authority.

              Subtitle C--Financial Institution Bankruptcy

Sec. 231. General provisions relating to covered financial 
corporations.
Sec. 232. Liquidation, reorganization, or recapitalization of a covered 
financial corporation.
Sec. 233. Amendments to title 28, United States Code.

                Subtitle D--Ending Government Guarantees

Sec. 241. Repeal of obligation guarantee program.
Sec. 242. Repeal of systemic risk determination in resolutions.
Sec. 243. Restrictions on use of the Exchange Stabilization Fund.

     Subtitle E--Eliminating Financial Market Utility Designations

Sec. 251. Repeal of title VIII.

   TITLE III--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

       Subtitle A--Separation of Powers and Liberty Enhancements

Sec. 311. Consumer Financial Opportunity Commission.
Sec. 312. Bringing the Commission into the regular appropriations 
process.
Sec. 313. Consumer Financial Opportunity Commission Inspector General 
Reform.
Sec. 314. Private parties authorized to compel the Commission to seek 
sanctions by filing civil actions; Adjudications deemed actions.
Sec. 315. Civil investigative demands to be appealed to courts.
Sec. 316. Commission dual mandate and economic analysis.
Sec. 317. No deference to Commission interpretation.

                Subtitle B--Administrative Enhancements

Sec. 321. Commission Advisory Boards.
Sec. 322. Advisory opinions.
Sec. 323. Reform of Consumer Financial Civil Penalty Fund.
Sec. 324. Commission research paper transparency.
Sec. 325. Commission pay fairness.
Sec. 326. Separation of market monitoring functions and supervisory 
functions.
Sec. 327. Requirement to verify information in the complaint database 
before it may be released to the general public.
Sec. 328. Commission supervision limited to banks, thrifts, and credit 
unions with greater than $50 billion in assets.
Sec. 329. Transfer of old OTS building from OCC to GSA.

                    Subtitle C--Policy Enhancements

Sec. 331. Consumer right to financial privacy.
Sec. 332. Repeal of Council authority to set aside Bureau rules and 
requirement of safety and soundness considerations when issuing rules.
Sec. 333. State and tribal payday loan regulation 5-year exemption.
Sec. 334. Reforming indirect auto financing guidance.
Sec. 335. Prohibition of Government price controls for payment card 
transactions.
Sec. 336. Annual studies on ending the conservatorship of Fannie Mae, 
Freddie Mac, and reforming the housing finance system.
Sec. 337. Removal of ``abusive'' authority.
Sec. 338. Repeal of authority to restrict arbitration.

                 TITLE IV--CAPITAL MARKETS IMPROVEMENTS

       Subtitle A--SEC Reform, Restructuring, and Accountability

Sec. 401. Authorization of appropriations.
Sec. 402. Report on unobligated appropriations.
Sec. 403. SEC Reserve Fund abolished.
Sec. 404. Fees to offset appropriations.
Sec. 405. Implementation of recommendations.
Sec. 406. Office of Credit Ratings to report to the Division of Trading 
and Markets.
Sec. 407. Office of Municipal Securities to report to the Division of 
Trading and Markets.
Sec. 408. Independence of Commission Ombudsman.
Sec. 409. Coordination with the Investor Advisory Committee.
Sec. 410. Duties of Investor Advocate.
Sec. 411. Internal risk controls.
Sec. 412. Applicability of Notice and Comment Requirements of the 
Administrative Procedure Act to Guidance Voted on by the Commission.
Sec. 413. Process for closing investigations.
Sec. 414. Enforcement Ombudsman.
Sec. 415. Process to ensure enforcement actions are within authority of 
Commission.
Sec. 416. Process to permit recipient of Wells notification to appear 
before Commission staff in-person.
Sec. 417. Publication of enforcement manual.
Sec. 418. Private parties authorized to compel the Securities and 
Exchange Commission to seek sanctions by filing civil actions.
Sec. 419. Certain findings required to approve civil money penalties 
against issuers.
Sec. 420. Repeal of authority of the Commission to prohibit persons 
from serving as officers or directors.
Sec. 421. Subpoena duration and renewal.
Sec. 422. Elimination of automatic disqualifications.
Sec. 423. Confidentiality of records obtained from foreign securities 
and law enforcement authorities.
Sec. 424. Clarification of authority to impose sanctions on persons 
associated with a broker or dealer.
Sec. 425. Congressional access to information held by the Public 
Company Accounting Oversight Board.
Sec. 426. Repeal of requirement for Public Company Accounting Oversight 
Board to use certain funds for merit scholarship program.
Sec. 427. Reallocation of fines for violations of rules of municipal 
securities rulemaking board.

 Subtitle B--Eliminating Excessive Government Intrusion in the Capital 
                                Markets

Sec. 441. Repeal of Department of Labor fiduciary rule and requirements 
prior to rulemaking relating to standards of conduct for brokers and 
dealers.
Sec. 442. Exemption from risk retention requirements for nonresidential 
mortgage.
Sec. 443. Frequency of shareholder approval of executive compensation.
Sec. 444. Requirement for municipal advisor for issuers of municipal 
securities.
Sec. 445. Small issuer exemption from internal control evaluation.
Sec. 446. Exemptive authority for certain provisions relating to 
registration of nationally recognized statistical rating organizations.
Sec. 447. Restriction on recovery of erroneously awarded compensation.
Sec. 448. Risk-Based Examinations of Nationally Recognized Statistical 
Rating Organizations.
Sec. 449. Repeals.
Sec. 450. Exemption of and reporting by private equity fund advisers.
Sec. 451. Records and reports of private funds.
Sec. 452. Definition of accredited investor.
Sec. 453. Repeal of certain provisions requiring a study and report to 
Congress.
Sec. 454. Technical correction.
Sec. 455. Repeal.

        Subtitle C--Commodity Futures Trading Commission Reforms

Sec. 461. Division directors.
Sec. 462. Procedures governing actions taken by commission staff.
Sec. 463. Strategic technology plan.
Sec. 464. Internal risk controls.
Sec. 465. Subpoena duration and renewal.
Sec. 466. Applicability of notice and comment requirements of the 
administrative procedure act to guidance voted on by the commission.
Sec. 467. Judicial review of commission rules.
Sec. 468. Cross-border regulation of derivatives transactions.

             Subtitle D--Harmonization of Derivatives Rules

Sec. 471. Agency review and harmonization of rules relating to the 
regulation of over-the-counter swaps markets.

   TITLE V--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

Sec. 501. Repeal of the Federal Insurance Office; Creation of the 
Office of the Independent Insurance Advocate.
Sec. 502. Treatment of covered agreements.

   TITLE VI--DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND 
                  DEVOLVING POWER AWAY FROM WASHINGTON

                   Subtitle A--Cost-Benefit Analyses

Sec. 611. Definitions.
Sec. 612. Required regulatory analysis.
Sec. 613. Rule of construction.
Sec. 614. Public availability of data and regulatory analysis.
Sec. 615. Five-year regulatory impact analysis.
Sec. 616. Retrospective review of existing rules.
Sec. 617. Judicial review.
Sec. 618. Chief Economists Council.
Sec. 619. Conforming amendments.
Sec. 620. Other regulatory entities.
Sec. 621. Avoidance of duplicative or unnecessary analyses.

Subtitle B--Congressional Review of Federal Financial Agency Rulemaking

Sec. 631. Congressional review.
Sec. 632. Congressional approval procedure for major rules.
Sec. 633. Congressional disapproval procedure for nonmajor rules.
Sec. 634. Definitions.
Sec. 635. Judicial review.
Sec. 636. Effective date of certain rules.
Sec. 637. Budgetary effects of rules subject to section 632 of the 
Financial CHOICE Act of 2016.

             Subtitle C--Judicial Review of Agency Actions

Sec. 641. Scope of judicial review of agency actions.

             Subtitle D--Leadership of Financial Regulators

Sec. 651. Federal Deposit Insurance Corporation.
Sec. 652. Federal Housing Finance Agency.
Sec. 653. National Credit Union Administration.
Sec. 654. Office of the Comptroller of the Currency.

         Subtitle E--Congressional Oversight of Appropriations

Sec. 661. Bringing the Federal Deposit Insurance Corporation into the 
regular appropriations process.
Sec. 662. Bringing the Federal Housing Finance Agency into the regular 
appropriations process.
Sec. 663. Bringing the National Credit Union Administration into the 
regular appropriations process.
Sec. 664. Bringing the Office of the Comptroller of the Currency into 
the regular appropriations process.
Sec. 665. Bringing the non-monetary policy related functions of the 
Board of Governors of the Federal Reserve System into the regular 
appropriations process.

                  Subtitle F--International Processes

Sec. 671. Requirements for international processes.

           TITLE VII--FED OVERSIGHT REFORM AND MODERNIZATION

Sec. 701. Requirements for policy rules of the Federal Open Market 
Committee.
Sec. 702. Federal Open Market Committee blackout period.
Sec. 703. Membership of Federal Open Market Committee.
Sec. 704. Frequency of testimony of the Chairman of the Board of 
Governors of the Federal Reserve System to Congress.
Sec. 705. Vice Chairman for Supervision report requirement.
Sec. 706. Salaries, financial disclosures, and office staff of the 
Board of Governors of the Federal Reserve System.
Sec. 707. Amendments to powers of the Board of Governors of the Federal 
Reserve System.
Sec. 708. Interest rates on balances maintained at a Federal Reserve 
bank by depository institutions established by Federal Open Market 
Committee.
Sec. 709. Audit reform and transparency for the Board of Governors of 
the Federal Reserve System.
Sec. 710. Establishment of a Centennial Monetary Commission.
Sec. 711. Public transcripts of FOMC meetings.

         TITLE VIII--DEMANDING ACCOUNTABILITY FROM WALL STREET

                Subtitle A--SEC Penalties Modernization

Sec. 801. Enhancement of civil penalties for securities laws 
violations.
Sec. 802. Updated civil money penalties of Public Company Accounting 
Oversight Board.
Sec. 803. Updated civil money penalty for controlling persons in 
connection with insider trading.
Sec. 804. Update of certain other penalties.
Sec. 805. Monetary sanctions to be used for the relief of victims.
Sec. 806. GAO report on use of civil money penalty authority by 
Commission.

               Subtitle B--FIRREA Penalties Modernization

Sec. 811. Increase of civil and criminal penalties originally 
established in the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989.

       TITLE IX--REPEAL OF THE VOLCKER RULE AND OTHER PROVISIONS

Sec. 901. Repeals.

TITLE X--UNLEASHING OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS, AND 
             JOB CREATORS BY FACILITATING CAPITAL FORMATION

Subtitle A--Small Business Mergers, Acquisitions, Sales, and Brokerage 
                             Simplification

Sec. 1001. Registration exemption for merger and acquisition brokers.
Sec. 1002. Effective date.

               Subtitle B--Encouraging Employee Ownership

Sec. 1006. Increased threshold for disclosures relating to compensatory 
benefit plans.

          Subtitle C--Small Company Disclosure Simplification

Sec. 1011. Exemption from XBRL requirements for emerging growth 
companies and other smaller companies.
Sec. 1012. Analysis by the SEC.
Sec. 1013. Report to Congress.
Sec. 1014. Definitions.

   Subtitle D--Securities and Exchange Commission Overpayment Credit

Sec. 1016. Refunding or crediting overpayment of section 31 fees.

             Subtitle E--Fair Access to Investment Research

Sec. 1021. Safe harbor for investment fund research.

               Subtitle F--Accelerating Access to Capital

Sec. 1026. Expanded eligibility for use of Form S-3.

                Subtitle G--SEC Small Business Advocate

Sec. 1031. Establishment of Office of the Advocate for Small Business 
Capital Formation and Small Business Capital Formation Advisory 
Committee.

             Subtitle H--Small Business Credit Availability

Sec. 1036. Business development company ownership of securities of 
investment advisers and certain financial companies.
Sec. 1037. Expanding access to capital for business development 
companies.
Sec. 1038. Parity for business development companies regarding offering 
and proxy rules.

                    Subtitle I--Fostering Innovation

Sec. 1041. Temporary exemption for low-revenue issuers.

        Subtitle J--Small Business Capital Formation Enhancement

Sec. 1046. Annual review of government-business forum on capital 
formation.

              Subtitle K--Helping Angels Lead Our Startups

Sec. 1051. Definition of angel investor group.
Sec. 1052. Clarification of general solicitation.

                     Subtitle L--Main Street Growth

Sec. 1056. Venture exchanges.

                 Subtitle M--Micro Offering Safe Harbor

Sec. 1061. Exemptions for micro-offerings.

               Subtitle N--Private Placement Improvement

Sec. 1066. Revisions to SEC Regulation D.

              Subtitle O--Supporting America's Innovators

Sec. 1071. Investor limitation for qualifying venture capital funds.

                      Subtitle P--Fix Crowdfunding

Sec. 1076. Crowdfunding vehicles.
Sec. 1077. Crowdfunding exemption from registration.

        Subtitle Q--Corporate Governance Reform and Transparency

Sec. 1081. Definitions.
Sec. 1082. Registration of proxy advisory firms.
Sec. 1083. Commission annual report.

                        Subtitle R--Senior Safe

Sec. 1091. Immunity.
Sec. 1092. Training required.
Sec. 1093. Relationship to State law.

       Subtitle S--National Securities Exchange Regulatory Parity

Sec. 1096. Application of exemption.

  TITLE XI--REGULATORY RELIEF FOR MAIN STREET AND COMMUNITY FINANCIAL 
                              INSTITUTIONS

         Subtitle A--Preserving Access to Manufactured Housing

Sec. 1101. Mortgage originator definition.
Sec. 1102. High-Cost mortgage definition.

                      Subtitle B--Mortgage Choice

Sec. 1106. Definition of points and fees.

         Subtitle C--Financial Institution Customer Protection

Sec. 1111. Requirements for deposit account termination requests and 
orders.
Sec. 1112. Amendments to the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989.

           Subtitle D--Portfolio Lending and Mortgage Access

Sec. 1116. Safe harbor for certain loans held on portfolio.

    Subtitle E--Application of the Expedited Funds Availability Act

Sec. 1121. Application of the Expedited Funds Availability Act.

        Subtitle F--Small Bank Holding Company Policy Statement

Sec. 1126. Changes required to small bank holding company policy 
statement on assessment of financial and managerial factors.

           Subtitle G--Community Institution Mortgage Relief

Sec. 1131. Community financial institution mortgage relief.

   Subtitle H--Financial Institutions Examination Fairness and Reform

Sec. 1136. Timeliness of examination reports.

  Subtitle I--National Credit Union Administration Budget Transparency

Sec. 1141. Budget transparency for the NCUA.

   Subtitle J--Taking Account of Institutions With Low Operation Risk

Sec. 1146. Regulations appropriate to business models.

      Subtitle K--Federal Savings Association Charter Flexibility

Sec. 1151. Option for Federal savings associations to operate as a 
covered savings association.

                Subtitle L--SAFE Transitional Licensing

Sec. 1156. Eliminating barriers to jobs for loan originators.

                       Subtitle M--Right to Lend

Sec. 1161. Small business loan data collection requirement.

              Subtitle N--Community Bank Reporting Relief

Sec. 1166. Short form call report.

          Subtitle O--Homeowner Information Privacy Protection

Sec. 1171. Study regarding privacy of information collected under the 
Home Mortgage Disclosure Act of 1975.

            Subtitle P--Home Mortgage Disclosure Adjustment

Sec. 1176. Depository institutions subject to maintenance of records 
and disclosure requirements.

   Subtitle Q--National Credit Union Administration Advisory Council

Sec. 1181. Credit Union Advisory Council.

              Subtitle R--Credit Union Examination Reform

Sec. 1186. Extension of examination cycle of the National Credit Union 
Administration to 18 months or longer.

                 Subtitle S--NCUA Overhead Transparency

Sec. 1191. Fund transparency.

   TITLE I--REGULATORY RELIEF FOR STRONGLY CAPITALIZED, WELL MANAGED 
                         BANKING ORGANIZATIONS

SEC. 101. CAPITAL ELECTION.

  (a) In General.--A banking organization may make an election under 
this section to be treated as a qualifying banking organization for 
purposes of the regulatory relief described under section 102.
  (b) Requirements.--A banking organization may qualify to be treated 
as a qualifying banking organization if--
          (1) the banking organization has an average leverage ratio of 
        at least 10 percent;
          (2) with respect to a banking organization that is an insured 
        depository institution or insured credit union, the institution 
        received a CAMELS composite rating of 1 or 2 under the Uniform 
        Financial Institutions Rating System (or an equivalent rating 
        under a comparable rating system) as of the most recent 
        examination of the institution;
          (3) with respect to a depository institution holding company, 
        each insured depository institution subsidiary of the holding 
        company simultaneously makes the election described under 
        subsection (a); and
          (4) with respect to an insured depository institution, any 
        parent depository institution holding company of the 
        institution simultaneously makes the election described under 
        subsection (a).
  (c) Election Process.--To make an election under this section, a 
banking organization shall submit an election to the appropriate 
Federal banking agency (and any applicable State bank supervisor that 
regulates the banking organization) containing--
          (1) a notice of such election;
          (2) the banking organization's average leverage ratio, as 
        well as the organization's quarterly leverage ratio for each of 
        the most recently completed four calendar quarters;
          (3) if the banking organization is a depository institution 
        holding company, the information described under paragraph (2) 
        for each of the organization's insured depository institution 
        subsidiaries; and
          (4) if the banking organization is an insured depository 
        institution, the information described under paragraph (2) for 
        any parent depository institution holding company of the 
        institution.
  (d) Effective Date of Election.--
          (1) In general.--An election made under this section shall 
        take effect at the end of the 30-day period beginning on the 
        date that the appropriate Federal banking agency receives the 
        application described under subsection (c), unless the 
        appropriate Federal banking agency determines that the banking 
        organization has not met the requirements described under 
        subsection (b).
          (2) Notice of failure to meet requirements.--If the 
        appropriate Federal banking agency determines that a banking 
        organization submitting an election notice under subsection (c) 
        does not meet the requirements described under subsection (b), 
        the agency shall--
                  (A) notify the banking organization (and any 
                applicable State bank supervisor that regulates the 
                banking organization), in writing, of such 
                determination as soon as possible after such 
                determination is made, but in no case later than the 
                end of the 30-day period beginning on the date that the 
                appropriate Federal banking agency receives the 
                election; and
                  (B) include in such notification the specific reasons 
                for such determination and steps that the banking 
                organization can take to meet such requirements.
  (e) Treatment of Certain New Banking Organizations.--In the case of a 
banking organization that is a newly-chartered insured depository 
institution or a banking organization that becomes a banking 
organization because it controls a newly-chartered insured depository 
institution, such banking organization may be treated as a qualifying 
banking organization immediately upon becoming a banking organization, 
if--
          (1) an election to be treated as a qualifying banking 
        organization was included in the application filed with the 
        appropriate Federal banking agency in connection with becoming 
        a banking organization; and
          (2) as of the date the banking organization becomes a banking 
        organization, the banking organization's tangible equity 
        divided by the banking organization's leverage exposure, 
        expressed as a percentage, is at least 10 percent.
  (f) Failure to Maintain Quarterly Leverage Ratio and Loss of 
Election.--
          (1) Effect of failure to maintain quarterly leverage ratio.--
                  (A) In general.--If, with respect to the most 
                recently completed calendar quarter, the appropriate 
                Federal banking agency determines that a qualifying 
                banking organization's quarterly leverage ratio is 
                below 10 percent--
                          (i) the appropriate Federal banking agency 
                        shall notify the qualifying banking 
                        organization and any applicable State bank 
                        supervisor that regulates the banking 
                        organization of such determination;
                          (ii) the appropriate Federal banking agency 
                        may prohibit the banking organization from 
                        making a capital distribution; and
                          (iii) the banking organization shall, within 
                        3 months of the first such determination, 
                        submit a capital restoration plan to the 
                        appropriate Federal banking agency.
                  (B) Loss of election after one-year remediation 
                period.--If a banking organization described under 
                subparagraph (A) does not, within the 1-year period 
                beginning on the date of such determination, raise the 
                organization's quarterly leverage ratio for a calendar 
                quarter ending in such 1-year period to at least 10 
                percent, the banking organization's election under this 
                section shall be terminated, and the appropriate 
                Federal banking agency shall notify any applicable 
                State bank supervisor that regulates the banking 
                organization of such termination.
                  (C) Effect of subsidiary on parent organization.--
                With respect to a qualifying banking organization 
                described under subparagraph (A) that is an insured 
                depository institution, any parent depository 
                institution holding company of the qualifying banking 
                organization shall--
                          (i) if the appropriate Federal banking agency 
                        determines it appropriate, be prohibited from 
                        making a capital distribution (other than a 
                        capital contribution to such qualifying banking 
                        organization described under subparagraph (A)); 
                        and
                          (ii) if the qualifying banking organization 
                        has an election terminated under subparagraph 
                        (B), any such parent depository institution 
                        holding company shall also have its election 
                        under this section terminated.
          (2) Immediate loss of election if the quarterly leverage 
        ratio falls below 6 percent.--
                  (A) In general.--If, with respect to the most 
                recently completed calendar quarter, the appropriate 
                Federal banking agency determines that a qualifying 
                banking organization's quarterly leverage ratio is 
                below 6 percent, the banking organization's election 
                under this section shall be terminated, and the 
                appropriate Federal banking agency shall notify any 
                applicable State bank supervisor that regulates the 
                banking organization of such termination.
                  (B) Effect of subsidiary on parent organization.--
                With respect to a qualifying banking organization 
                described under subparagraph (A) that is an insured 
                depository institution, any parent depository 
                institution holding company of the qualifying banking 
                organization shall also have its election under this 
                section terminated.
          (3) Ability to make future elections.--If a banking 
        organization has an election under this section terminated, the 
        banking organization may not apply for another election under 
        this section until the banking organization has maintained a 
        quarterly leverage ratio of at least 10 percent for 8 
        consecutive calendar quarters.

SEC. 102. REGULATORY RELIEF.

  (a) In General.--A qualifying banking organization shall be exempt 
from the following:
          (1) Any Federal law, rule, or regulation addressing capital 
        or liquidity requirements or standards.
          (2) Any Federal law, rule, or regulation that permits an 
        appropriate Federal banking agency to object to a capital 
        distribution.
          (3) Any consideration by an appropriate Federal banking 
        agency of the following:
                  (A) Any risk the qualifying banking organization may 
                pose to ``the stability of the financial system of the 
                United States'', under section 5(c)(2) of the Bank 
                Holding Company Act of 1956.
                  (B) The ``extent to which a proposed acquisition, 
                merger, or consolidation would result in greater or 
                more concentrated risks to the stability of the United 
                States banking or financial system'', under section 
                3(c)(7) of the Bank Holding Company Act of 1956, so 
                long as the banking organization, after such proposed 
                acquisition, merger, or consolidation, would maintain a 
                quarterly leverage ratio of at least 10 percent.
                  (C) Whether the performance of an activity by the 
                banking organization could possibly pose a ``risk to 
                the stability of the United States banking or financial 
                system'', under section 4(j)(2)(A) of the Bank Holding 
                Company Act of 1956.
                  (D) Whether the acquisition of control of shares of a 
                company engaged in an activity described in section 
                4(j)(1)(A) of the Bank Holding Company Act of 1956 
                could possibly pose a ``risk to the stability of the 
                United States banking or financial system'', under 
                section 4(j)(2)(A) of the Bank Holding Company Act of 
                1956, so long as the banking organization, after 
                acquiring control of such company, would maintain a 
                quarterly leverage ratio of at least 10 percent.
                  (E) Whether a merger would pose a ``risk to the 
                stability of the United States banking or financial 
                system'', under section 18(c)(5) of the Federal Deposit 
                Insurance Act, so long as the banking organization, 
                after such proposed merger, would maintain a quarterly 
                leverage ratio of at least 10 percent.
                  (F) Any risk the qualifying banking organization may 
                pose to ``the stability of the financial system of the 
                United States'', under section 10(b)(4) of the Home 
                Owners' Loan Act.
          (4) Subsections (i)(8) and (k)(6)(B)(ii) of section 4 and 
        section 14 of the Bank Holding Company Act of 1956.
          (5) Section 18(c)(13) of the Federal Deposit Insurance Act.
          (6) Section 163 of the Financial Stability Act of 2010.
          (7) Section 10(e)(2)(E) of the Home Owners' Loan Act.
          (8) Any Federal law, rule, or regulation implementing 
        standards of the type provided for in subsections (b), (c), 
        (d), (e), (g), (h), (i), and (j) of section 165 of the 
        Financial Stability Act of 2010.
          (9) Any Federal law, rule, or regulation providing 
        limitations on mergers, consolidations, or acquisitions of 
        assets or control, to the extent such limitations relate to 
        capital or liquidity standards or concentrations of deposits or 
        assets, so long as the banking organization, after such 
        proposed merger, consolidation, or acquisition, would maintain 
        a quarterly leverage ratio of at least 10 percent.
  (b) Stress Test Exception.--Notwithstanding subsection (a), other 
than paragraph (2) of subsection (a), the appropriate Federal banking 
agencies may conduct stress tests of qualifying banking organizations. 
A qualifying banking organization with total consolidated assets of 
more than $10,000,000,000 and less than $50,000,000,000 shall not be 
required to conduct annual stress tests required under section 
165(i)(2)(A) of the Financial Stability Act of 2010.
  (c) Qualifying Banking Organizations Treated as Well Capitalized.--A 
qualifying banking organization shall be deemed to be ``well 
capitalized'' for purposes of--
          (1) section 216 of the Federal Credit Union Act; and
          (2) sections 29, 38, 44, and 46 of the Federal Deposit 
        Insurance Act.
  (d) Treatment of Certain Risk-weighted Asset Requirements for 
Qualifying Banking Organizations.--
          (1) Acquisition size criteria treatment.--A qualifying 
        banking organization shall be deemed to meet the criteria 
        described under section 4(j)(4)(D) of the Bank Holding Company 
        Act of 1956, so long as after the proposed transaction the 
        acquiring qualifying banking organization would maintain a 
        quarterly leverage ratio of at least 10 percent.
          (2) Use of leverage exposure.--With respect to a qualifying 
        banking organization, in determining whether a proposal 
        qualifies with the criteria described under subparagraphs 
        (A)(iii) and (B)(i) of section 4(j)(4) of the Bank Holding 
        Company Act of 1956, the Board of Governors of the Federal 
        Reserve System shall consider the leverage exposure of an 
        insured depository institution instead of the total risk-
        weighted assets of such institution.

SEC. 103. CONTINGENT CAPITAL STUDY.

  (a) Study.--The Board of Governors of the Federal Reserve System, the 
Federal Deposit Insurance Corporation, and the Office of the 
Comptroller of the Currency shall each carry out a study, which shall 
include holding public hearings, on how to design a requirement that 
banking organizations issue contingent capital with a market-based 
conversion trigger.
  (b) Report.--Not later than the end of the 1-year period beginning on 
the date of the enactment of this Act, each agency described under 
subsection (a) shall submit a report to the Congress containing--
          (1) all findings and determinations made by the agency in 
        carrying out the study required under subsection (a); and
          (2) the agency's recommendations on how the Congress should 
        design a requirement that banking organizations issue 
        contingent capital with a market-based conversion trigger.

SEC. 104. STUDY ON ALTERING THE CURRENT PROMPT CORRECTIVE ACTION RULES.

  (a) Study.--The Comptroller General of the United States shall 
conduct a study to assess the benefits and feasibility of altering the 
current prompt corrective action rules and replacing the Basel-based 
capital ratios with the nonperforming asset coverage ratio or NACR as 
the trigger for specific required supervisory interventions. The 
Comptroller General shall ensure that such study includes the 
following:
          (1) An assessment of the performance of an NACR forward-
        looking measure of a banking organization's solvency condition 
        relative to the regulatory capital ratios currently used by 
        prompt corrective action rules.
          (2) An analysis of the performance of alternative definitions 
        of nonperforming assets.
          (3) An assessment of the impact of two alternative 
        intervention thresholds:
                  (A) An initial (high) intervention threshold, below 
                which appropriate Federal banking agency examiners are 
                required to intervene and assess a banking 
                organization's condition and prescribe remedial 
                measures.
                  (B) A lower threshold, below which banking 
                organizations must increase their capital, seek an 
                acquirer, or face mandatory resolution within 90 days.
  (b) Report.--Not later than the end of the 1-year period beginning on 
the date of the enactment of this Act, the Comptroller General shall 
submit a report to the Congress containing--
          (1) all findings and determinations made in carrying out the 
        study required under subsection (a); and
          (2) recommendations on the most suitable definition of 
        nonperforming assets, as well as the two numerical thresholds 
        that trigger specific required supervisory interventions.

SEC. 105. DEFINITIONS.

  For purposes of this title:
          (1) Appropriate federal banking agency.--The term 
        ``appropriate Federal banking agency''--
                  (A) has the meaning given such term under section 3 
                of the Federal Deposit Insurance Act; and
                  (B) means the National Credit Union Administration, 
                in the case of an insured credit union.
          (2) Banking organization.--The term ``banking organization'' 
        means--
                  (A) an insured depository institution;
                  (B) an insured credit union;
                  (C) a depository institution holding company;
                  (D) a company that is treated as a bank holding 
                company for purposes of section 8 of the International 
                Banking Act; and
                  (E) a U.S. intermediate holding company established 
                by a foreign banking organization pursuant to section 
                252.153 of title 12, Code of Federal Regulations.
          (3) Foreign exchange swap .--The term ``foreign exchange 
        swap'' has the meaning given that term under section 1a of the 
        Commodity Exchange Act.
          (4) Insured credit union.--The term ``insured credit union'' 
        has the meaning given that term under section 101 of the 
        Federal Credit Union Act.
          (5) Leverage exposure.--The term ``leverage exposure''--
                  (A) with respect to a banking organization other than 
                an insured credit union or a traditional banking 
                organization, has the meaning given the term ``total 
                leverage exposure'' under section 3.10(c)(4)(ii), 
                217.10(c)(4), or 324.10(c)(4) of title 12, Code of 
                Federal Regulations, as applicable, as in effect on 
                January 1, 2015;
                  (B) with respect to a traditional banking 
                organization other than an insured credit union, means 
                total assets (minus any items deducted from common 
                equity tier 1 capital) as calculated in accordance with 
                generally accepted accounting principles and as 
                reported on the traditional banking organization's 
                applicable regulatory filing with the banking 
                organization's appropriate Federal banking agency; and
                  (C) with respect to a banking organization that is an 
                insured credit union, has the meaning given the term 
                ``total assets'' under section 702.2 of title 12, Code 
                of Federal Regulations, as in effect on January 1, 
                2015.
          (6) Leverage ratio definitions.--
                  (A) Average leverage ratio.--With respect to a 
                banking organization, the term ``average leverage 
                ratio'' means the average of the banking organization's 
                quarterly leverage ratios for each of the most recently 
                completed four calendar quarters.
                  (B) Quarterly leverage ratio.--With respect to a 
                banking organization and a calendar quarter, the term 
                ``quarterly leverage ratio'' means the organization's 
                tangible equity divided by the organization's leverage 
                exposure, expressed as a percentage, on the last day of 
                such quarter.
          (7) NACR.--The term ``NACR'' means--
                  (A) book equity less nonperforming assets plus loan 
                loss reserves, divided by
                  (B) total banking organization assets.
          (8) Nonperforming assets.--The term ``nonperforming assets'' 
        means--
                  (A) 20 percent of assets that are past due 30 to 89 
                days, plus
                  (B) 50 percent of assets that are past due 90 days or 
                more, plus
                  (C) 100 percent of nonaccrual assets and other real 
                estate owned.
          (9) Qualifying banking organization.--The term ``qualifying 
        banking organization'' means a banking organization that has 
        made an election under section 101 and with respect to which 
        such election is in effect.
          (10) Security-based swap .--The term ``security-based swap'' 
        has the meaning given that term under section 3 of the 
        Securities Exchange Act of 1934.
          (11) Swap .--The term ``swap'' has the meaning given that 
        term under section 1a of the Commodity Exchange Act.
          (12) Tangible equity.--The term ``tangible equity''--
                  (A) with respect to a banking organization other than 
                a credit union, means the sum of--
                          (i) common equity tier 1 capital;
                          (ii) additional tier 1 capital consisting of 
                        instruments issued on or before June 1, 2016; 
                        and
                          (iii) with respect to a depository 
                        institution holding company that had less than 
                        $15,000,000,000 in total consolidated assets as 
                        of December 31, 2009, or March 31, 2010, or a 
                        banking organization that was a mutual holding 
                        company as of May 19, 2010, trust preferred 
                        securities issued prior to May 19, 2010, to the 
                        extent such organization was permitted, as of 
                        the date of the enactment of this Act, to 
                        consider such securities as tier 1 capital 
                        under existing regulations of the appropriate 
                        Federal banking agency; and
                  (B) with respect to a banking organization that is a 
                credit union, has the meaning given the term ``net 
                worth'' under section 702.2 of title 12, Code of 
                Federal Regulations, as in effect on January 1, 2015.
          (13) Traditional banking organization.--The term 
        ``traditional banking organization'' means a banking 
        organization that--
                  (A) has zero trading assets and zero trading 
                liabilities;
                  (B) does not engage in swaps or security-based swaps, 
                other than swaps or security-based swaps referencing 
                interest rates or foreign exchange swaps; and
                  (C) has a total notional exposure of swaps and 
                security-based swaps of not more than $8,000,000,000.
          (14) Other banking terms.--The terms ``insured depository 
        institution'' and ``depository institution holding company'' 
        have the meaning given those terms, respectively, under section 
        3 of the Federal Deposit Insurance Act.
          (15) Other capital terms.--With respect to a banking 
        organization, the terms ``additional tier 1 capital'' and 
        ``common equity tier 1 capital'' have the meaning given such 
        terms, respectively, under section 3.20, 217.20, or 324.20 of 
        title 12, Code of Federal Regulations, as applicable, as in 
        effect on January 1, 2015.

         TITLE II--ENDING ``TOO BIG TO FAIL'' AND BANK BAILOUTS

       Subtitle A--Reform of the Financial Stability Act of 2010

SEC. 211. REPEAL AND MODIFICATION OF PROVISIONS OF THE FINANCIAL 
                    STABILITY ACT OF 2010.

  (a) Repeals.--The following provisions of the Financial Stability Act 
of 2010 are repealed, and the provisions of law amended or repealed by 
such provisions are restored or revived as if such provisions had not 
been enacted:
          (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 amended--
          (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 amending subparagraphs (B) 
                                through (I) to read as follows:
                  ``(B) each member of the Board of Governors, who 
                shall collectively have 1 vote on the Council;
                  ``(C) each member of the Board of Directors of the 
                Office of the Comptroller of the Currency, who shall 
                collectively have 1 vote on the Council;
                  ``(D) each member of the Consumer Financial 
                Opportunity Commission, who shall collectively have 1 
                vote on the Council;
                  ``(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 Futures Trading 
                Commission, who shall collectively have 1 vote on the 
                Council;
                  ``(H) each member of the Board of Directors of the 
                Federal Housing Finance Agency, who shall collectively 
                have 1 vote on the Council;
                  ``(I) each member of the National Credit Union 
                Administration Board, who shall collectively have 1 
                vote on the Council; and'';
                          (ii) in paragraph (2)--
                                  (I) by striking subparagraph (A); and
                                  (II) by redesignating subparagraphs 
                                (B), (C), (D), and (E) as subparagraphs 
                                (A), (B), (C), and (D), respectively; 
                                and
                          (iii) by adding at the end the following:
          ``(4) Voting by multi-person entity.--
                  ``(A) Voting within the entity.--An entity described 
                under subparagraph (B) through (I) of paragraph (1) 
                shall determine the entity's Council vote by using the 
                voting process normally applicable to votes by the 
                entity's members.
                  ``(B) Casting of entity vote.--The 1 collective 
                Council vote of an entity described 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), by striking ``subparagraphs 
                (C), (D), and (E)'' and inserting ``subparagraphs (B), 
                (C), and (D)'';
                  (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 Council, including any meeting of 
        representatives of the member agencies other than the members 
        themselves.
          ``(4) Congressional oversight.--All meetings of the Council, 
        whether or not open to the public, shall be open to the 
        attendance by members of the Committee on Financial Services of 
        the House of Representatives and the Committee on Banking, 
        Housing, and Urban Affairs of the Senate.
          ``(5) Member agency meetings.--Any meeting of representatives 
        of the member agencies other than the members themselves shall 
        be open to attendance by staff of the Committee on Financial 
        Services of the House of Representatives and the Committee on 
        Banking, Housing, and Urban Affairs of 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 `Government in the Sunshine Act').
  ``(h) Confidential Congressional Briefings.--At the request of the 
Chairman of the Committee on Financial Services of the House of 
Representatives or the Chairman of the Committee on Banking, Housing, 
and Urban Affairs of the Senate, the Chairperson shall appear before 
Congress to provide a confidential briefing.''; and
                  (F) by redesignating subsections (h) through (j) as 
                subsections (i) through (k), respectively;
          (3) in section 112--
                  (A) in subsection (a)(2)--
                          (i) in subparagraph (A), by striking ``direct 
                        the Office of Financial Research to'';
                          (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 
                        redesignated--
                                  (I) in clause (iii), by adding 
                                ``and'' at the end;
                                  (II) by striking clauses (iv) and 
                                (v); and
                                  (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'' and inserting ``member agencies and'';
                          (ii) in paragraph (2), by striking ``the 
                        Office of Financial Research, any member 
                        agency, and'' and inserting ``any member agency 
                        and'';
                          (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 Research 
                                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 Council $4,000,000 
for fiscal year 2017 and each fiscal year thereafter to carry out the 
duties of the Council.'';
          (5) in section 163(b)(4)--
                  (A) by striking ``In addition'' and inserting the 
                following:
                  ``(A) In general.--In addition''; and
                  (B) by adding at the end the following:
                  ``(B) Exception for qualifying banking 
                organization.--Subparagraph (A) shall not apply to a 
                proposed acquisition by a qualifying banking 
                organization, as defined under section 105 of the 
                Financial CHOICE Act of 2016.''; and
          (6) in section 165--
                  (A) by striking ``nonbank financial companies 
                supervised by the Board of Governors and'' each place 
                such term appears;
                  (B) by striking ``nonbank financial company 
                supervised by the Board of Governors and'' each place 
                such term appears;
                  (C) in subsection (a), by amending paragraph (2) to 
                read as follows:
          ``(2) Tailored application.--In prescribing more stringent 
        prudential standards under this section, the Board of Governors 
        may differentiate among companies on an individual basis or by 
        category, taking into consideration their capital structure, 
        riskiness, complexity, financial activities (including 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 striking ``, 
                        on its own or pursuant to a recommendation made 
                        by the Council in accordance with section 
                        115,'';
                          (ii) in paragraph (2)--
                                  (I) by striking ``foreign nonbank 
                                financial company supervised by the 
                                Board of Governors or'';
                                  (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 
                                period; 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), 
                                        respectively; and
                                          (cc) in clause (iii), as so 
                                        redesignated, by adding ``and'' 
                                        at the end;
                                  (II) by striking subparagraphs (B) 
                                and (C); and
                                  (III) by redesignating subparagraph 
                                (D) as subparagraph (B); and
                          (iv) in paragraph (4), by striking ``a 
                        nonbank financial company supervised by the 
                        Board of Governors or'';
                  (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 Council;''; 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 Governors or'' each 
                        place such term appears;
                          (ii) in paragraph (1), by striking 
                        ``periodically'' 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--
                          ``(i) review'';
                                  (III) by striking the period and 
                                inserting ``; and''; and
                                  (IV) by adding at the end the 
                                following:
                          ``(ii) not later than the end of the 6-month 
                        period beginning on the date the bank holding 
                        company submits the resolution plan, provide 
                        feedback to the bank holding company on such 
                        plan.
                  ``(B) Disclosure of assessment framework.--The Board 
                of Governors and the Corporation shall each publicly 
                disclose 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)--
                          (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 redesignated, 
                        by striking ``paragraph (3)'' each place such 
                        term appears and inserting ``paragraph (2)''; 
                        and
                          (iv) in paragraph (2), as so redesignated--
                                  (I) in subparagraph (A), by striking 
                                ``the nonbank financial company 
                                supervised by the Board of Governors or 
                                bank holding company described in 
                                subsection (a), as applicable'' and 
                                inserting ``a bank holding company 
                                described in subsection (a)''; and
                                  (II) in subparagraph (B), by striking 
                                ``the nonbank financial company 
                                supervised by the Board of Governors or 
                                a bank holding company described in 
                                subsection (a), as applicable'' and 
                                inserting ``a bank holding company 
                                described in subsection (a)'';
                  (J) in subsection (i)--
                          (i) in paragraph (1)--
                                  (I) in subparagraph (B)--
                                          (aa) by amending clause (i) 
                                        to read as follows:
                          ``(i) shall--
                                  ``(I) issue regulations, after 
                                providing 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
                                  ``(II) provide copies of such 
                                regulations to the Comptroller General 
                                of the United States and the Panel of 
                                Economic Advisors of the Congressional 
                                Budget Office before publishing such 
                                regulations;'';
                                          (bb) in clause (ii), by 
                                        striking ``and nonbank 
                                        financial companies''; and
                                          (cc) in clause (v), by 
                                        inserting before the period the 
                                        following: ``, including any 
                                        results of a resubmitted 
                                        test''; and
                                  (II) by adding at the end the 
                                following:
                  ``(C) Application to ccar.--The requirements of 
                subparagraph (B) shall apply to all stress tests 
                performed under the Comprehensive Capital Analysis and 
                Review exercise established by the Board of 
                Governors.''; and
                          (ii) in paragraph (2)(A)--
                                  (I) by striking ``a bank holding 
                                company'' and inserting ``bank holding 
                                company''; and
                                  (II) by striking ``All other 
                                financial companies'' and inserting 
                                ``All other bank holding companies'';
                  (K) in subsection (j)--
                          (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 inserting 
                        ``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 Organizations.--This section 
shall not apply to a proposed acquisition by a qualifying banking 
organization, as defined under section 105 of the Financial CHOICE Act 
of 2016.''.
  (c) Actions to Create a Bank Holding Company.--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 provision'' and 
        inserting the following:
                  ``(B) Immediate action.--
                          ``(i) In general.--Notwithstanding any other 
                        provision''; and
          (3) by adding at the end the following:
                          ``(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 company 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).''.
  (d) 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 organization'';
          (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
                  ``(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 striking ``; 
                        and'' and inserting a period; and
                          (iii) by striking subparagraph (C); and
          (3) in subsection (b), by striking ``financial companies'' 
        and inserting ``banking organizations''.
  (e) Conforming Amendment.--Section 3502(5) of title 44, United States 
Code, is amended by striking ``the Office of Financial Research,''.
  (f) 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.

        Subtitle B--Repeal of the Orderly Liquidation Authority

SEC. 221. REPEAL OF THE ORDERLY LIQUIDATION AUTHORITY.

  (a) In General.--Title II of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act is hereby repealed 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 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 151, by amending paragraph (2) to read 
                as follows:
          ``(2) the term `financial company' means--
                  ``(A) any company that is incorporated or organized 
                under any provision of Federal law or the laws of any 
                State;
                  ``(B) any company that is--
                          ``(i) a bank holding company, as defined in 
                        section 2(a) of the Bank Holding Company Act of 
                        1956 (12 U.S.C. 1841(a));
                          ``(ii) a nonbank financial company supervised 
                        by the Board of Governors;
                          ``(iii) any company that is predominantly 
                        engaged in activities that the Board of 
                        Governors has determined are financial in 
                        nature or incidental thereto for purposes of 
                        section 4(k) of the Bank Holding Company Act of 
                        1956 (12 U.S.C. 1843(k)) other than a company 
                        described in clause (i) or (ii); or
                          ``(iv) any subsidiary of any company 
                        described in any of clauses (i) through (iii) 
                        that is predominantly engaged in activities 
                        that the Board of Governors has determined are 
                        financial in nature or incidental thereto for 
                        purposes of section 4(k) of the Bank Holding 
                        Company Act of 1956 (12 U.S.C. 1843(k)) (other 
                        than a subsidiary that is an insured depository 
                        institution or an insurance company);
                  ``(C) any company that is not a Farm Credit System 
                institution chartered under and subject to the 
                provisions of the Farm Credit Act of 1971, as amended 
                (12 U.S.C. 2001 et seq.), a governmental entity, or a 
                regulated entity, as defined under section 1303(20) of 
                the Federal Housing Enterprises Financial Safety and 
                Soundness Act of 1992 (12 U.S.C. 4502(20)); and
                  ``(D) includes an insured depository institution and 
                an insurance company;'';
                  (C) in section 165(d)(6), by striking ``, a receiver 
                appointed under title II,''; and
                  (D) in section 716(g), by striking ``or a covered 
                financial company under title II''.
          (2) Federal deposit insurance act.--Section 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 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 authority 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 ``, 
                        resolution 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 ``, 
                        resolution under title II of the Dodd-Frank 
                        Wall Street Reform and Consumer Protection Act, 
                        or'' and inserting ``or resolution under''; and
                  (B) by striking subparagraph (E).

              Subtitle C--Financial Institution Bankruptcy

SEC. 231. 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 stockbroker, 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 primary 
                purpose of owning, controlling and financing 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 (as 
                        defined in section 4(k) of the Bank Holding 
                        Company Act of 1956) and, if applicable, from 
                        the ownership or control of one or more insured 
                        depository institutions, 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 related 
                        to activities that are financial in nature (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 corporation.''.
  (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 financial corporation.''.
  (c) Who May Be a Debtor.--Section 109 of title 11, United States 
Code, is amended--
          (1) in subsection (b)--
                  (A) in paragraph (2), by striking ``or'' at the end;
                  (B) in paragraph (3)(B), by striking the period at 
                the end and inserting ``; or''; and
                  (C) by adding at the end the following:
          ``(4) a covered financial corporation.''; and
          (2) in subsection (d)--
                  (A) by striking ``and'' before ``an uninsured State 
                member bank'';
                  (B) by striking ``or'' before ``a corporation''; and
                  (C) by inserting ``, or a covered financial 
                corporation'' after ``Federal Deposit Insurance 
                Corporation Improvement Act of 1991''.
  (d) Conversion to Chapter 7.--Section 1112 of title 11, United States 
Code, is amended by adding at the end the following:
  ``(g) Notwithstanding section 109(b), the court may convert a case 
under subchapter V to a case under chapter 7 if--
          ``(1) a transfer approved under section 1185 has been 
        consummated;
          ``(2) the court has ordered the appointment of a special 
        trustee under section 1186; and
          ``(3) the court finds, after notice and a hearing, that 
        conversion is in the best interest of the creditors 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 following:
          ``(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, confirmation 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 recommend to the court, and in all other 
cases, the''.

SEC. 232. LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A COVERED 
                    FINANCIAL CORPORATION.

  Chapter 11 of title 11, United States Code, is amended by adding at 
the end the following (and conforming the table of contents for such 
chapter accordingly):

 ``SUBCHAPTER V--LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A 
                     COVERED FINANCIAL CORPORATION

``Sec. 1181. Inapplicability of other sections

  ``Sections 303 and 321(c) do not apply in a case under this 
subchapter concerning a covered financial corporation. Section 365 does 
not apply to a transfer under section 1185, 1187, or 1188.

``Sec. 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 which the debtor is 
        the primary obligor, other than a qualified financial contract 
        and other than debt secured 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 contractual 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 section 761.
          ``(6) The term `special trustee' means the trustee of a trust 
        formed under section 1186(a)(1).

``Sec. 1183. Commencement of a case concerning a covered financial 
                    corporation

  ``(a) A case under this subchapter concerning a covered 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.
  ``(c) The members of the board of directors (or body performing 
similar functions) of a covered financial company 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 reasonable action taken in good faith in 
contemplation of or in connection with 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 greatest 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 potential 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.

``Sec. 1184. Regulators

  ``The Board, the Securities Exchange Commission, the Office of the 
Comptroller of the Currency of the Department of the Treasury, the 
Commodity Futures Trading Commission, and the Federal Deposit Insurance 
Corporation may raise and may appear and be heard on any issue in any 
case or proceeding under this subchapter.

``Sec. 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 financial contracts of the debtor, to a bridge company. 
Upon the entry of an order approving such transfer, any property 
transferred, and any executory contracts, unexpired 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;
          ``(4) counterparties to any debt, executory contract, 
        unexpired lease, and qualified financial contract requested to 
        be transferred under this section;
          ``(5) the Board;
          ``(6) the Federal Deposit Insurance Corporation;
          ``(7) the Secretary of the Treasury and the Office of the 
        Comptroller of the Currency of the Treasury;
          ``(8) the Commodity Futures Trading Commission;
          ``(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 preponderance of the evidence, 
that--
          ``(1) the transfer under this section is necessary to prevent 
        serious adverse effects on financial stability in the United 
        States;
          ``(2) the transfer does not provide for the assumption of any 
        capital structure debt by the bridge company;
          ``(3) the transfer does not provide for the transfer to the 
        bridge company of any property of the estate that is subject to 
        a lien securing a debt, executory contract, unexpired lease or 
        agreement (including a qualified financial contract) of the 
        debtor unless--
                  ``(A)(i) the bridge company assumes such debt, 
                executory contract, unexpired lease or agreement 
                (including a qualified financial contract), including 
                any claims arising in respect thereof that would not be 
                allowed secured claims under section 506(a)(1) and 
                after giving effect to such transfer, such property 
                remains subject to the lien securing such debt, 
                executory contract, unexpired lease or agreement 
                (including a qualified financial contract); and
                  ``(ii) the court has determined that assumption of 
                such debt, executory contract, unexpired lease or 
                agreement (including a qualified financial contract) by 
                the bridge company is in the best interests of the 
                estate; or
                  ``(B) such property is being transferred to the 
                bridge company in accordance with the provisions of 
                section 363;
          ``(4) the transfer does not provide for the assumption by the 
        bridge company of any debt, executory contract, unexpired lease 
        or agreement (including a qualified financial contract) of the 
        debtor secured 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 transfer of the 
        equity of the debtor;
          ``(6) the trustee has demonstrated that the bridge company is 
        not likely to fail to meet the obligations of any debt, 
        executory contract, qualified financial contract, or unexpired 
        lease assumed and assigned 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, adequate provision 
        has been made for the fees, costs, and expenses of the estate 
        and special trustee; and
          ``(9) the bridge company will have governing documents, and 
        initial directors and senior officers, that are in the best 
        interest of creditors and the estate.
  ``(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 contracts, unexpired 
        leases, qualified financial contracts, or debts, other than any 
        property acquired or executory 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 accordance with this title.

``Sec. 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 expenses. The 
trust of which the special trustee is the trustee shall be a newly 
formed trust governed by a trust agreement 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, expenses, 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 company reasonably 
                requested by a party in interest to prepare a 
                disclosure statement for a plan providing for 
                distribution of any securities of the bridge company if 
                such information is necessary to prepare such 
                disclosure statement;
          ``(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 connection with--
                  ``(A) any change in a director or senior officer 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 portion of 
                        the assets of the bridge company; or
                          ``(v) the issuance or sale of any securities 
                        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 
        consultation with the court;
          ``(5) that, subject to reserves for payments permitted under 
        paragraph (1) provided for in the trust agreement, the proceeds 
        of the sale of any equity securities 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 replacement of the 
        special trustee; and
          ``(7) that the property held in trust by the special 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 conclude 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 applicable nonbankruptcy law, 
and the actions and conduct of the special trustee shall no longer be 
subject to approval by the court in the case under this subchapter.

``Sec. 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, acceleration, 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 possession by a 
                trustee in a case under this title concerning the 
                debtor or by a custodian before the commencement of the 
                case; or
                  ``(iv) a credit rating agency rating, or absence 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 
                                direct or indirect interests in the 
                                affiliate 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 
                                direct or indirect interests in the 
                                affiliate 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 earliest 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;
                  ``(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 qualified 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 company in a transfer under section 1185 
notwithstanding any provision in an agreement or in applicable 
nonbankruptcy law that--
          ``(1) prohibits, restricts, or conditions the assignment 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 agreement; or
          ``(C) that 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--
                  ``(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 provision 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 assurance in 
        connection with a transfer under section 1185 that the bridge 
        company will promptly compensate, a party other than the debtor 
        to the debt, contract, lease, or agreement, for any actual 
        pecuniary loss to the party resulting from the default; and
          ``(C) provides adequate assurance in connection with a 
        transfer under section 1185 of future performance under the 
        debt, contract, lease, or agreement, as determined by the court 
        under section 1185(c)(4).

``Sec. 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), applicable to all entities, of the exercise of a 
contractual right--
          ``(1) to cause the modification, liquidation, termination, or 
        acceleration of a qualified financial contract 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 contract of the debtor or 
        an affiliate; or
          ``(3) under any security agreement or arrangement 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 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 obligation 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 financial contract 
between an entity and the debtor may be assigned 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 assumed 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, 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 qualified 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 financial 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 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 indirect 
beneficial interest through the special trustee, in more than 50 
percent of the equity securities of the bridge company.
  ``(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 
accelerated, terminated, or modified, solely because of a condition 
described in section 1187(c)(1), other than a condition 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 
commencement of the case if--
          ``(1) all direct or indirect interests in the affiliate 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--
                  ``(A) any guarantee or other credit enhancement 
                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 debtor 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 enhancement is 
        transferred to the bridge company.

``Sec. 1189. Licenses, permits, and registrations

  ``(a) Notwithstanding any otherwise applicable nonbankruptcy 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 section 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 debtor or by a custodian 
        before the commencement of the case; or
          ``(4) a transfer under section 1185.
  ``(b) Notwithstanding any otherwise applicable nonbankruptcy law, any 
Federal, State, or local license, permit, or registration that the 
debtor had immediately before the commencement of the case that is 
included in a transfer under section 1185 shall be valid and all rights 
and obligations thereunder shall vest in the bridge company.

``Sec. 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 successor to the debtor under a 
plan if the court approves the disclosure statement for the plan as 
providing adequate information (as defined in section 1125(a)) about 
the bridge company and the security.

``Sec. 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 contemplation of or in connection with a transfer 
under section 1185 is not avoidable under section 544, 547, 
548(a)(1)(B), or 549, or under any similar nonbankruptcy law.

``Sec. 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. 233. 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:

``Sec. 298. Judge for a case under subchapter V of chapter 11 of title 
                    11

  ``(a)(1) Notwithstanding section 295, the Chief Justice 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 subchapter V of 
chapter 11 of title 11 shall be heard under section 157 by a bankruptcy 
judge designated under paragraph (1), who shall be randomly assigned to 
hear such case by the chief judge of the court of appeals for the 
circuit embracing the district in which the case is pending. To the 
greatest extent practicable, the approvals required under section 155 
should be obtained.
  ``(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 corporation' 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 special 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 following:

``298. Judge for a case under subchapter V of chapter 11 of title 
11.''.

                Subtitle D--Ending Government Guarantees

SEC. 241. REPEAL OF OBLIGATION GUARANTEE PROGRAM.

  (a) In General.--The following sections of the Dodd-Frank Wall Street 
Reform and Consumer Protection 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. 242. 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. 243. RESTRICTIONS ON USE OF THE EXCHANGE STABILIZATION FUND.

  (a) In General.--Section 5302 of title 31, United States Code, is 
amended by adding at the end the following:
  ``(e) Amounts in the fund may not be used for the establishment of a 
guaranty program for any nongovernmental entity.''.
  (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 purposes of preventing the liquidation or insolvency of 
any entity'' before the period.

     Subtitle E--Eliminating Financial Market Utility Designations

SEC. 251. 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.

   TITLE III--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

       Subtitle A--Separation of Powers and Liberty Enhancements

SEC. 311. CONSUMER FINANCIAL OPPORTUNITY COMMISSION.

  (a) Making the Bureau an Independent Consumer Financial Opportunity 
Commission.--The Consumer Financial Protection Act of 2010 (12 U.S.C. 
5481 et seq.) is amended--
          (1) in section 1011--
                  (A) in the heading of such section, by striking 
                ``bureau of consumer financial protection'' and 
                inserting ``consumer financial opportunity 
                commission'';
                  (B) in subsection (a)--
                          (i) in the heading of such subsection, by 
                        striking ``Bureau'' and inserting 
                        ``Commission'';
                          (ii) by striking ``in the Federal Reserve 
                        System,'';
                          (iii) by striking ``independent bureau'' and 
                        inserting ``independent commission'';
                          (iv) by striking ``Bureau of Consumer 
                        Financial Protection'' and inserting ``Consumer 
                        Financial Opportunity Commission (hereinafter 
                        in this section referred to as the 
                        `Commission')''; and
                          (v) by striking ``Bureau'' each place such 
                        term appears and inserting ``Commission'';
                  (C) by striking subsections (b), (c), and (d);
                  (D) by redesignating subsection (e) as subsection 
                (h);
                  (E) in subsection (h), as so redesignated--
                          (i) by striking ``, including in cities in 
                        which the Federal reserve banks, or branches of 
                        such banks, are located,''; and
                          (ii) by striking ``Bureau'' each place such 
                        term appears and inserting ``Commission''; and
                  (F) by inserting after subsection (a) the following 
                new subsections:
  ``(b) Composition of the Commission.--
          ``(1) In general.--The Commission shall be composed of 5 
        members who shall be appointed by the President, by and with 
        the advice and consent of the Senate, from among individuals 
        who--
                  ``(A) are citizens of the United States; and
                  ``(B) have strong competencies and experiences 
                related to consumer financial products and services.
          ``(2) Staggering.--The members of the Commission shall serve 
        staggered terms, which initially shall be established by the 
        President for terms of 1, 2, 3, 4, and 5 years, respectively.
          ``(3) Terms.--
                  ``(A) In general.--Each member of the Commission, 
                including the Chair, shall serve for a term of 5 years.
                  ``(B) Removal.--The President may remove any member 
                of the Commission for inefficiency, neglect of duty, or 
                malfeasance in office.
                  ``(C) Vacancies.--Any member of the Commission 
                appointed to fill a vacancy occurring before the 
                expiration of the term to which that member's 
                predecessor was appointed (including the Chair) shall 
                be appointed only for the remainder of the term.
                  ``(D) Continuation of service.--Each member of the 
                Commission may continue to serve after the expiration 
                of the term of office to which that member was 
                appointed until a successor has been appointed by the 
                President and confirmed by the Senate, except that a 
                member may not continue to serve more than 1 year after 
                the date on which that member's term would otherwise 
                expire.
                  ``(E) Other employment prohibited.--No member of the 
                Commission shall engage in any other business, 
                vocation, or employment.
  ``(c) Affiliation.--Not more than 3 members of the Commission shall 
be members of any one political party.
  ``(d) Chair of the Commission.--
          ``(1) Appointment.--The Chair of the Commission shall be 
        appointed by the President from among the members of the 
        Commission.
          ``(2) Authority.--The Chair shall be the principal executive 
        officer of the Commission, and shall exercise all of the 
        executive and administrative functions of the Commission, 
        including with respect to--
                  ``(A) the appointment and supervision of personnel 
                employed under the Commission (other than personnel 
                employed regularly and full time in the immediate 
                offices of members of the Commission other than the 
                Chair);
                  ``(B) the distribution of business among personnel 
                appointed and supervised by the Chair and among 
                administrative units of the Commission; and
                  ``(C) the use and expenditure of funds.
          ``(3) Limitation.--In carrying out any of the Chair's 
        functions under the provisions of this subsection the Chair 
        shall be governed by general policies of the Commission and by 
        such regulatory decisions, findings, and determinations as the 
        Commission may by law be authorized to make.
          ``(4) Requests or estimates related to appropriations.--
        Requests or estimates for regular, supplemental, or deficiency 
        appropriations on behalf of the Commission may not be submitted 
        by the Chair without the prior approval of the Commission.
  ``(e) No Impairment by Reason of Vacancies.--No vacancy in the 
members of the Commission shall impair the right of the remaining 
members of the Commission to exercise all the powers of the Commission. 
Three members of the Commission shall constitute a quorum for the 
transaction of business, except that if there are only 3 members 
serving on the Commission because of vacancies in the Commission, 2 
members of the Commission shall constitute a quorum for the transaction 
of business. If there are only 2 members serving on the Commission 
because of vacancies in the Commission, 2 members shall constitute a 
quorum for the 6-month period beginning on the date of the vacancy 
which caused the number of Commission members to decline to 2.
  ``(f) Seal.--The Commission shall have an official seal.
  ``(g) Compensation.--
          ``(1) Chair.--The Chair shall receive compensation at the 
        rate prescribed for level I of the Executive Schedule under 
        section 5313 of title 5, United States Code.
          ``(2) Other members of the commission.--The 4 other members 
        of the Commission shall each receive compensation at the rate 
        prescribed for level II of the Executive Schedule under section 
        5314 of title 5, United States Code.'';
          (2) in section 1012(c), by striking paragraphs (2), (3), (4), 
        and (5); and
          (3) in section 1014(b), by striking ``Not fewer than 6 
        members shall be appointed upon the recommendation of the 
        regional Federal Reserve Bank Presidents, on a rotating 
        basis.''.
  (b) Deeming of Name.--Any reference in a law, regulation, document, 
paper, or other record of the United States to the Bureau of Consumer 
Financial Protection shall be deemed a reference to the Consumer 
Financial Opportunity Commission.
  (c) Conforming Amendments.--
          (1) Consumer financial protection act of 2010.--
                  (A) Replacement of references to director.--
                          (i) In general.--Except as provided under 
                        clause (ii) and subparagraph (B), the Consumer 
                        Financial Protection Act of 2010 (12 U.S.C. 
                        5481 et seq.) is amended--
                                  (I) by striking ``Director of the 
                                Bureau'' each place such term appears 
                                and inserting ``Consumer Financial 
                                Opportunity Commission'';
                                  (II) by striking ``Director'' each 
                                place such term appears and inserting 
                                ``Consumer Financial Opportunity 
                                Commission''; and
                                  (III) in section 1002, by striking 
                                paragraph (10).
                          (ii) Exceptions.--The amendments described 
                        under clause (i) shall not apply to the 
                        following provisions of the Consumer Financial 
                        Protection Act of 2010:
                                  (I) Paragraphs (5) and (6) of section 
                                1013(d).
                                  (II) The second instance of 
                                ``Director'' under section 1017(a)(1), 
                                as redesignated by section 312.
                                  (III) Section 1043.
                                  (IV) Section 1061(b)(3).
                                  (V) Subsections (a)(1) and (b)(1) of 
                                section 1062.
                                  (VI) Section 1063(f).
                                  (VII) Subsection (a)(5)(A) and 
                                subparagraphs (E) and (G)(iii) of 
                                subsection (i)(2) of section 1064.
                                  (VIII) Section 1065(a).
                  (B) Exceptions.--The Consumer Financial Protection 
                Act of 2010 (12 U.S.C. 5481 et seq.) is amended--
                          (i) in section 1013(c)(3)--
                                  (I) by striking ``Assistant Director 
                                of the Bureau for'' and inserting 
                                ``Head of the Office of''; and
                                  (II) in subparagraph (B), by striking 
                                ``Assistant Director'' and inserting 
                                ``Head of the Office'';
                          (ii) in section 1013(g)(2)--
                                  (I) by striking ``Assistant 
                                director'' and inserting ``Head of the 
                                office''; and
                                  (II) by striking ``an assistant 
                                director'' and inserting ``a Head of 
                                the Office of Financial Protection for 
                                Older Americans'';
                          (iii) in section 1016(a), by striking 
                        ``Director of the Bureau'' and inserting 
                        ``Chair of the Consumer Financial Opportunity 
                        Commission''; and
                          (iv) in section 1027(l)(1), by striking 
                        ``Director and the Bureau'' and inserting 
                        ``Chair of the Consumer Financial Opportunity 
                        Commission and the Consumer Financial 
                        Opportunity Commission''; and
                          (v) in section 1066(a), by striking 
                        ``Director of the Bureau is'' and inserting 
                        ``first member of the Commission is''.
          (2) Dodd-frank wall street reform and consumer protection 
        act.--The Dodd-Frank Wall Street Reform and Consumer Protection 
        Act (12 U.S.C. 5301 et seq.) is amended--
                  (A) in the item relating to section 1011 in table of 
                contents in section 1(b) of such Act, by striking 
                ``Bureau of Consumer Financial Protection'' and 
                inserting ``Consumer Financial Opportunity 
                Commission''; and
                  (B) in section 1447, by striking ``Director of the 
                Bureau'' each place such term appears and inserting 
                ``Consumer Financial Opportunity Commission''.
          (3) Expedited funds availability act.--The Expedited Funds 
        Availability Act (12 U.S.C. 4001 et seq.), as amended by 
        section 1086 of the Consumer Financial Protection Act of 2010, 
        is amended by striking ``Director of the Bureau'' each place 
        such term appears and inserting ``Consumer Financial 
        Opportunity Commission''.
          (4) Federal financial institutions examination council act of 
        1978.--Section 1004(a)(4) of the Federal Financial Institutions 
        Examination Council Act of 1978 (12 U.S.C. 3303(a)(4)), as 
        amended by section 1091 of the Consumer Financial Protection 
        Act of 2010, is amended by striking ``Director of the Consumer 
        Financial Protection Bureau'' and inserting ``Chair of the 
        Consumer Financial Opportunity Commission''.
          (5) Financial literacy and education improvement act.--
        Section 513 of the Financial Literacy and Education Improvement 
        Act (20 U.S.C. 9702), as amended by section 1013(d)(5) of the 
        Consumer Financial Protection Act of 2010, is amended by 
        striking ``Director of the Bureau of Consumer Financial 
        Protection'' each place such term appears and inserting ``Chair 
        of the Consumer Financial Opportunity Commission''.
          (6) Home mortgage disclosure act of 1975.--Section 307 of the 
        Home Mortgage Disclosure Act of 1975, as amended by section 
        1094(6) of the Consumer Financial Protection Act of 2010, is 
        amended by striking ``Director of the Bureau of Consumer 
        Financial Protection'' each place such term appears and 
        inserting ``Consumer Financial Opportunity Commission''.
          (7) Interstate land sales full disclosure act.--The 
        Interstate Land Sales Full Disclosure Act, as amended by 
        section 1098A of the Consumer Financial Protection Act of 2010, 
        is amended--
                  (A) by amending section 1402(1) to read as follows:
          ``(1) `Chair' means the Chair of the Consumer Financial 
        Opportunity Commission;''; and
                  (B) in section 1416(a), by striking ``Director of the 
                Bureau of Consumer Financial Protection'' and inserting 
                ``Chair''.
          (8) Real estate settlement procedures act of 1974.--Section 5 
        of the Real Estate Settlement Procedures Act of 1974 (12 U.S.C. 
        2604), as amended by section 1450 of the Dodd-Frank Wall Street 
        Reform and Consumer Protection Act, is amended--
                  (A) by striking ``The Director of the Bureau of 
                Consumer Financial Protection (hereafter in this 
                section referred to as the `Director')'' and inserting 
                ``The Consumer Financial Opportunity Commission'';
                  (B) by striking ``Director'' each place such term 
                appears and inserting ``Consumer Financial Opportunity 
                Commission''; and
                  (C) by striking ``Director'' each place such term 
                appears and inserting ``Chair''.
          (9) S.A.F.E. mortgage licensing act of 2008.--The S.A.F.E. 
        Mortgage Licensing Act of 2008 (12 U.S.C. 5101 et seq.), as 
        amended by section 1100 of the Consumer Financial Protection 
        Act of 2010, is amended--
                  (A) by striking ``Director'' each place such term 
                appears in headings and text and inserting ``Consumer 
                Financial Opportunity Commission''; and
                  (B) in section 1503, by striking paragraph (10).
          (10) Title 44, united states code.--Section 3513(c) of title 
        44, United States Code, as amended by section 1100D(b) of the 
        Consumer Financial Protection Act of 2010, is amended by 
        striking ``Director of the Bureau'' and inserting ``Consumer 
        Financial Opportunity Commission''.

SEC. 312. BRINGING THE COMMISSION INTO THE REGULAR APPROPRIATIONS 
                    PROCESS.

  Section 1017 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5497) is amended--
          (1) in subsection (a)--
                  (A) by amending the heading of such subsection to 
                read as follows: ``Budget, Financial Management, and 
                Audit.--'';
                  (B) by striking paragraphs (1), (2), and (3);
                  (C) by redesignating paragraphs (4) and (5) as 
                paragraphs (1) and (2), respectively; and
                  (D) by striking subparagraphs (E) and (F) of 
                paragraph (1), as so redesignated;
          (2) by striking subsections (b) and (c);
          (3) by redesignating subsections (d) and (e) as subsections 
        (b) and (c), respectively; and
          (4) in subsection (c), as so redesignated--
                  (A) by striking paragraphs (1), (2), and (3) and 
                inserting the following:
          ``(1) Authorization of appropriations.--There is authorized 
        to be appropriated to the Commission for fiscal year 2017 an 
        amount equal to the aggregate amount of funds transferred by 
        the Board of Governors to the Bureau of Consumer Financial 
        Protection during fiscal year 2015.''; and
                  (B) by redesignating paragraph (4) as paragraph (2).

SEC. 313. CONSUMER FINANCIAL OPPORTUNITY COMMISSION INSPECTOR GENERAL 
                    REFORM.

  (a) Appointment of Inspector General.--The Inspector General Act of 
1978 (5 U.S.C. App.) is amended--
          (1) in section 8G--
                  (A) in subsection (a)(2), by striking ``and the 
                Bureau of Consumer Financial Protection'';
                  (B) in subsection (c), by striking ``For purposes of 
                implementing this section'' and all that follows 
                through the end of the subsection; and
                  (C) in subsection (g)(3), by striking ``and the 
                Bureau of Consumer Financial Protection''; and
          (2) in section 12--
                  (A) in paragraph (1), by inserting ``the Consumer 
                Financial Opportunity Commission;'' after ``the 
                President of the Export-Import Bank;''; and
                  (B) in paragraph (2), by inserting ``the Consumer 
                Financial Opportunity Commission,'' after ``the Export-
                Import Bank,''.
  (b) Requirements for the Inspector General for the Consumer Financial 
Opportunity Commission.--
          (1) Establishment.--Section 1011 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5491), as amended by section 
        311, is further amended by adding at the end the following:
  ``(i) Inspector General.--There is established the position of the 
Inspector General of the Commission.''; and
          (2) Hearings.--Section 1016 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5496) is amended by inserting 
        after subsection (c) the following:
  ``(d) Additional Requirement for Inspector General.--On a separate 
occasion from that described in subsection (a), the Inspector General 
of the Commission shall appear, upon invitation, before the Committee 
on Banking, Housing, and Urban Affairs of the Senate and the Committee 
on Financial Services and the Committee on Energy and Commerce of the 
House of Representatives at semi-annual hearings regarding the reports 
required under subsection (b) and the reports required under section 5 
of the Inspector General Act of 1978 (5 U.S.C. App.).''.
          (3) Participation in the council of inspectors general on 
        financial oversight.--Section 989E(a)(1) of the Dodd-Frank Wall 
        Street Reform and Consumer Protection Act is amended by adding 
        at the end the following:
                  ``(J) The Consumer Financial Opportunity 
                Commission.''.
          (4) Deadline for appointment.--Not later than 60 days after 
        the date of the enactment of this Act, the President shall 
        appoint an Inspector General for the Consumer Financial 
        Opportunity Commission in accordance with section 3 of the 
        Inspector General Act of 1978 (5 U.S.C. App.).
  (c) Transition Period.--The Inspector General of the Board of 
Governors of the Federal Reserve System and the Bureau of Consumer 
Financial Protection shall serve in that position until the 
confirmation of an Inspector General for the Consumer Financial 
Opportunity Commission. At that time, the Inspector General of the 
Board of Governors of the Federal Reserve System and the Bureau of 
Consumer Financial Protection shall become the Inspector General of the 
Board of Governors of the Federal Reserve System.

SEC. 314. PRIVATE PARTIES AUTHORIZED TO COMPEL THE COMMISSION TO SEEK 
                    SANCTIONS BY FILING CIVIL ACTIONS; ADJUDICATIONS 
                    DEEMED ACTIONS.

  Section 1053 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5563) is amended by adding at the end the following:
  ``(f) Private Parties Authorized to Compel the Commission to Seek 
Sanctions by Filing Civil Actions.--
          ``(1) Termination of administrative proceeding.--In the case 
        of any person who is a party to a proceeding brought by the 
        Commission under this section, to which chapter 5 of title 5, 
        United States Code, applies, and against whom an order imposing 
        a cease and desist order or a penalty may be issued at the 
        conclusion of the proceeding, that person may, not later than 
        20 days after receiving notice of such proceeding, and at that 
        person's discretion, require the Commission to terminate the 
        proceeding.
          ``(2) Civil action authorized.--If a person requires the 
        Commission to terminate a proceeding pursuant to paragraph (1), 
        the Commission may bring a civil action against that person for 
        the same remedy that might be imposed.
  ``(g) Adjudications Deemed Actions.--Any administrative adjudication 
commenced under this section shall be deemed an `action' for purposes 
of section 1054(g).''.

SEC. 315. CIVIL INVESTIGATIVE DEMANDS TO BE APPEALED TO COURTS.

  Section 1052 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5562) is amended--
          (1) in subsection (c)--
                  (A) in paragraph (2), by inserting after ``shall 
                state'' the following: ``with specificity''; and
                  (B) by adding at the end the following:
          ``(14) Meeting requirement.--The recipient of a civil 
        investigative demand shall meet and confer with a Commission 
        investigator within 30 calendar days after receipt of the 
        demand to discuss and attempt to resolve all issues regarding 
        compliance with the civil investigative demand, unless the 
        Commission grants an extension requested by such recipient.'';
          (2) in subsection (f)--
                  (A) by amending paragraph (1) to read as follows:
          ``(1) In general.--Not later than 45 days after the service 
        of any civil investigative demand upon any person under 
        subsection (c), or at any time before the return date specified 
        in the demand, whichever period is shorter, or within such 
        period exceeding 45 days after service or in excess of such 
        return date as may be prescribed in writing, subsequent to 
        service, by any Commission investigator named in the demand, 
        such person may file, in the district court of the United 
        States for any judicial district in which such person resides, 
        is found, or transacts business, a petition for an order 
        modifying or setting aside the demand.''; and
                  (B) in paragraph (2), by striking ``at the Bureau''; 
                and
          (3) in subsection (h)--
                  (A) by striking ``(1) In general.--'' ; and
                  (B) by striking paragraph (2).

SEC. 316. COMMISSION DUAL MANDATE AND ECONOMIC ANALYSIS.

  (a) Purpose.--Section 1021(a) of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5511(a)) is amended--
          (1) by striking ``fair, transparent, and competitive'' and 
        inserting: ``fair and transparent''; and
          (2) by adding at the end the following: ``In addition, the 
        Commission shall seek to implement and, where applicable, 
        enforce Federal consumer financial law consistently for the 
        purpose of strengthening participation in markets by covered 
        persons, without Government interference or subsidies, to 
        increase competition and enhance consumer choice.''; and
  (b) Office of Economic Analysis.--
          (1) In general.--Section 1013 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5493) is amended by adding at 
        the end the following:
  ``(i) Office of Economic Analysis.--
          ``(1) Establishment.--The Chair shall establish an Office of 
        Economic Analysis.
          ``(2) Review and assessment of proposed rules and 
        regulations.--The Office of Economic Analysis shall--
                  ``(A) review all proposed rules and regulations of 
                the Commission;
                  ``(B) assess the impact of such rules and regulations 
                on consumer choice, price, and access to credit 
                products; and
                  ``(C) publish a report on such reviews and 
                assessments in the Federal Register.
          ``(3) Measuring existing rules and regulations.--The Office 
        of Economic Analysis shall--
                  ``(A) review each rule and regulation issued by the 
                Commission after 1, 2, 5, and 10 years;
                  ``(B) measure the rule or regulation's success in 
                solving the problem that the rule or regulation was 
                intended to solve when issued; and
                  ``(C) publish a report on such review and measurement 
                in the Federal Register.''.
          (2) Consideration of review and assessment; rulemaking 
        requirements.--Section 1022(b) of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5512(b)) is amended by adding 
        at the end the following:
          ``(5) Consideration of review and assessment by the office of 
        economic analysis.--
                  ``(A) In general.--Before issuing any rule or 
                regulation, the Chair shall consider the review and 
                assessment of such rule or regulation carried out by 
                the Office of Economic Analysis.
                  ``(B) Notice of disagreement.--If a member of the 
                Commission disagrees with any part of a review and 
                assessment described under subparagraph (A) with 
                respect to any rule or regulation, the member shall 
                accompany any such rule or regulation with a statement 
                explaining why the member so disagrees.
          ``(6) Identification of problems and metrics for judging 
        success.--
                  ``(A) In general.--The Chair shall, in each proposed 
                rulemaking of the Commission--
                          ``(i) identify the problem that the 
                        particular rule or regulations is seeking to 
                        solve; and
                          ``(ii) specify the metrics by which the 
                        Commission will measure the success of the rule 
                        or regulation in solving such problem.
                  ``(B) Required metrics.--The metrics specified under 
                subparagraph (A)(ii) shall include a measurement of 
                changes to consumer access to, and cost of, consumer 
                financial products and services.''.
  (c) Avoidance of Duplicative or Unnecessary Analyses.--The Commission 
may perform any of the analyses required by this section in conjunction 
with, or as part of, any other agenda or analysis required by any other 
provision of law, if such other agenda or analysis satisfies the 
provisions of this section.

SEC. 317. NO DEFERENCE TO COMMISSION INTERPRETATION.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
          (1) in section 1022(b)(4)--
                  (A) by striking ``(A) In general.--''; and
                  (B) by striking subparagraph (B); and
          (2) in section 1061(b)(5)(E)--
                  (A) by striking ``affords to the--'' and all that 
                follows through ``(i) Federal Trade Commission'' and 
                inserting ``affords to the Federal Trade Commission'';
                  (B) by striking ``; or'' and inserting a period; and
                  (C) by striking clause (ii).

                Subtitle B--Administrative Enhancements

SEC. 321. COMMISSION ADVISORY BOARDS.

  (a) In General.--The Consumer Financial Protection Act of 2010 is 
amended by inserting after section 1014 (12 U.S.C. 5494) the following 
new section:

``SEC. 1014A. ADVISORY BOARDS.

  ``(a) Small Business Advisory Board.--
          ``(1) Establishment.--The Commission shall establish a Small 
        Business Advisory Board--
                  ``(A) to advise and consult with the Commission in 
                the exercise of the Commission's functions under the 
                Federal consumer financial laws applicable to eligible 
                financial products or services; and
                  ``(B) to provide information on emerging practices of 
                small business concerns that provide eligible financial 
                products or services, including regional trends, 
                concerns, and other relevant information.
          ``(2) Membership.--
                  ``(A) Number.--The Commission shall appoint no fewer 
                than 15 and no more than 20 members to the Small 
                Business Advisory Board.
                  ``(B) Qualification.--Members appointed pursuant to 
                subparagraph (A) shall be representatives of small 
                business concerns that--
                          ``(i) provide eligible financial products or 
                        services;
                          ``(ii) are service providers to covered 
                        persons; and
                          ``(iii) use consumer financial products or 
                        services in financing the business activities 
                        of such concern.
          ``(3) Meetings.--The Small Business Advisory Board--
                  ``(A) shall meet from time to time at the call of the 
                Commission; and
                  ``(B) shall meet at least twice each year.
  ``(b) Credit Union Advisory Council.--
          ``(1) Establishment.--The Commission shall establish a Credit 
        Union Advisory Council to advise and consult with the 
        Commission on consumer financial products or services that 
        impact credit unions.
          ``(2) Membership.--The Commission shall appoint no fewer than 
        15 and no more than 20 members to the Credit Union Advisory 
        Council.
          ``(3) Meetings.--The Credit Union Advisory Council--
                  ``(A) shall meet from time to time at the call of the 
                Commission; and
                  ``(B) shall meet at least twice each year.
  ``(c) Community Bank Advisory Council.--
          ``(1) Establishment.--The Commission shall establish a 
        Community Bank Advisory Council to advise and consult with the 
        Commission on consumer financial products or services that 
        impact community banks.
          ``(2) Membership.--The Commission shall appoint no fewer than 
        15 and no more than 20 members to the Community Bank Advisory 
        Council.
          ``(3) Meetings.--The Community Bank Advisory Council--
                  ``(A) shall meet from time to time at the call of the 
                Commission; and
                  ``(B) shall meet at least twice each year.
  ``(d) Compensation and Travel Expenses.--Members of the Small 
Business Advisory Board, the Credit Union Advisory Council, or the 
Community Bank Advisory Council who are not full-time employees of the 
United States shall--
          ``(1) be entitled to receive compensation at a rate fixed by 
        the Commission while attending meetings of the Small Business 
        Advisory Board, the Credit Union Advisory Council, or the 
        Community Bank Advisory Council, including travel time; and
          ``(2) be allowed travel expenses, including transportation 
        and subsistence, while away from their homes or regular places 
        of business.
  ``(e) Definitions.--In this section--
          ``(1) the term `eligible financial product or service' means 
        a financial product or service that is offered or provided for 
        use by consumers primarily for personal, family, or household 
        purposes as described in clause (i), (iii), (v), (vi), or (ix) 
        of section 1002(15)(A); and
          ``(2) the term `small business concern' has the meaning given 
        such term in section 3 of the Small Business Act (15 U.S.C. 
        632).''.
  (b) Table of Contents Amendment.--The table of contents in section 1 
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 
U.S.C. 5301 et seq.) is amended by inserting after the item relating to 
section 1014 the following new item:

``Sec. 1014A. Advisory Boards.''.

SEC. 322. ADVISORY OPINIONS.

  Section 1022(b) of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5512(b)), as amended by section 316, is further amended by 
adding at the end the following:
          ``(7) Advisory opinions.--
                  ``(A) Establishing procedures.--
                          ``(i) In general.--The Chair shall establish 
                        a procedure and, as necessary, promulgate rules 
                        to provide written opinions in response to 
                        inquiries concerning the conformance of 
                        specific conduct with Federal consumer 
                        financial law. In establishing the procedure 
                        the Chair shall consult with the prudential 
                        regulators and such other Federal departments 
                        and agencies as the Chair determines 
                        appropriate, and obtain the views of all 
                        interested persons through a public notice and 
                        comment period.
                          ``(ii) Scope of request.--A request for an 
                        opinion under this paragraph must relate to 
                        specific proposed or prospective conduct by a 
                        covered person contemplating the proposed or 
                        prospective conduct.
                          ``(iii) Submission.--A request for an opinion 
                        under this paragraph may be submitted to the 
                        Chair either by or on behalf of a covered 
                        person.
                          ``(iv) Right to withdraw inquiry.--Any 
                        inquiry under this paragraph may be withdrawn 
                        at any time prior to the Chair issuing an 
                        opinion in response to such inquiry, and any 
                        opinion based on an inquiry that has been 
                        withdrawn shall have no force or effect.
                  ``(B) Issuance of opinions.--
                          ``(i) In general.--The Chair shall, within 90 
                        days of receiving the request for an opinion 
                        under this paragraph, either--
                                  ``(I) issue an opinion stating 
                                whether the described conduct would 
                                violate Federal consumer financial law;
                                  ``(II) if permissible under clause 
                                (iii), deny the request; or
                                  ``(III) explain why it is not 
                                feasible to issue an opinion.
                          ``(ii) Extension.--Notwithstanding clause 
                        (i), if the Chair determines that the 
                        Commission requires additional time to issue an 
                        opinion, the Chair may make a single extension 
                        of the deadline of 90 days or less.
                          ``(iii) Denial of requests.--The Chair shall 
                        not issue an opinion, and shall so inform the 
                        requestor, if the request for an opinion--
                                  ``(I) asks a general question of 
                                interpretation;
                                  ``(II) asks about a hypothetical 
                                situation;
                                  ``(III) asks about the conduct of 
                                someone other than the covered person 
                                on whose behalf the request is made;
                                  ``(IV) asks about past conduct that 
                                the covered person on whose behalf the 
                                request is made does not plan to 
                                continue in the future; or
                                  ``(V) fails to provide necessary 
                                supporting information requested by the 
                                Commission within a reasonable time 
                                established by the Commission.
                          ``(iv) Amendment and revocation.--An advisory 
                        opinion issued under this paragraph may be 
                        amended or revoked at any time.
                          ``(v) Public disclosure.--An opinion rendered 
                        pursuant to this paragraph shall be placed in 
                        the Commission's public record 90 days after 
                        the requesting party has received the advice, 
                        subject to any limitations on public disclosure 
                        arising from statutory restrictions, Commission 
                        regulations, or the public interest. The 
                        Commission shall redact any personal, 
                        confidential, or identifying information about 
                        the covered person or any other persons 
                        mentioned in the advisory opinion, unless the 
                        covered person consents to such disclosure.
                          ``(vi) Report to congress.--The Commission 
                        shall, concurrent with the semi-annual report 
                        required under section 1016(b), submit 
                        information regarding the number of requests 
                        for an advisory opinion received, the subject 
                        of each request, the number of requests denied 
                        pursuant to clause (iii), and the time needed 
                        to respond to each request.
                  ``(C) Reliance on opinion.--Any person may rely on an 
                opinion issued by the Chair pursuant to this paragraph 
                that has not been amended or withdrawn. No liability 
                under Federal consumer financial law shall attach to 
                conduct consistent with an advisory opinion that had 
                not been amended or withdrawn at the time the conduct 
                was undertaken.
                  ``(D) Confidentiality.--Any document or other 
                material that is received by the Commission or any 
                other Federal department or agency in connection with 
                an inquiry under this paragraph shall be exempt from 
                disclosure under section 552 of title 5, United States 
                Code (commonly referred to as the `Freedom of 
                Information Act') and may not, except with the consent 
                of the covered person making such inquiry, be made 
                publicly available, regardless of whether the Chair 
                responds to such inquiry or the covered person 
                withdraws such inquiry before receiving an opinion.
                  ``(E) Assistance for small businesses.--
                          ``(i) In general.--The Commission shall 
                        assist, to the maximum extent practicable, 
                        small businesses in preparing inquiries under 
                        this paragraph.
                          ``(ii) Small business defined.--For purposes 
                        of this subparagraph, the term `small business' 
                        has the meaning given the term `small business 
                        concern' under section 3 of the Small Business 
                        Act (15 U.S.C. 632).
                  ``(F) Inquiry fee.--
                          ``(i) In general.--The Chair shall develop a 
                        system to charge a fee for each inquiry made 
                        under this paragraph in an amount sufficient, 
                        in the aggregate, to pay for the cost of 
                        carrying out this paragraph.
                          ``(ii) Notice and comment.--Not later than 45 
                        days after the date of the enactment of this 
                        paragraph, the Chair shall publish a 
                        description of the fee system described in 
                        clause (i) in the Federal Register and shall 
                        solicit comments from the public for a period 
                        of 60 days after publication.
                          ``(iii) Finalization.--The Chair shall 
                        publish a final description of the fee system 
                        and implement such fee system not later than 30 
                        days after the end of the public comment period 
                        described in clause (ii).''.

SEC. 323. REFORM OF CONSUMER FINANCIAL CIVIL PENALTY FUND.

  (a) Segregated Accounts.--Section 1017(b) of the Consumer Financial 
Protection Act of 2010, as redesignated by section 312, is amended by 
redesignating paragraph (2) as paragraph (3), and by inserting after 
paragraph (1) the following new paragraph:
          ``(2) Segregated accounts in civil penalty fund.--
                  ``(A) In general.--The Commission shall establish and 
                maintain a segregated account in the Civil Penalty Fund 
                each time the Commission obtains a civil penalty 
                against any person in any judicial or administrative 
                action under Federal consumer financial laws.
                  ``(B) Deposits in segregated accounts.--The 
                Commission shall deposit each civil penalty collected 
                into the segregated account established for such 
                penalty under subparagraph (A).''.
  (b) Payment to Victims.--Paragraph (3) of section 1017(b) of such 
Act, as redesignated by subsection (a), is amended to read as follows:
          ``(3) Payment to victims.--
                  ``(A) In general.--
                          ``(i) Identification of class.--Not later 
                        than 60 days after the date of deposit of 
                        amounts in a segregated account in the Civil 
                        Penalty Fund, the Commission shall identify the 
                        class of victims of the violation of Federal 
                        consumer financial laws for which such amounts 
                        were collected and deposited under paragraph 
                        (2).
                          ``(ii) Payments.--The Commission, within 2 
                        years after the date on which such class of 
                        victims is identified, shall locate and make 
                        payments from such amounts to each victim.
                  ``(B) Funds deposited in treasury.--
                          ``(i) In general.--The Commission shall 
                        deposit into the general fund of the Treasury 
                        any amounts remaining in a segregated account 
                        in the Civil Penalty Fund at the end of the 2-
                        year period for payments to victims under 
                        subparagraph (A).
                          ``(ii) Impossible or impractical payments.--
                        If the Commission determines before the end of 
                        the 2-year period for payments to victims under 
                        subparagraph (A) that such victims cannot be 
                        located or payments to such victims are 
                        otherwise not practicable, the Commission shall 
                        deposit into the general fund of the Treasury 
                        the amounts in the segregated account in the 
                        Civil Penalty Fund.''.
  (c) Effective Date.--
          (1) In general.--The amendments made by this section shall 
        apply with respect to civil penalties collected after the date 
        of enactment of this Act.
          (2) Amounts in consumer financial civil penalty fund on date 
        of enactment.--With respect to amounts in the Consumer 
        Financial Civil Penalty Fund on the date of enactment of this 
        Act that were not allocated for consumer education and 
        financial literacy programs on or before September 30, 2015, 
        the Consumer Financial Opportunity Commission shall separate 
        such amounts into segregated accounts in accordance with, and 
        for purposes of, section 1017(d) of the Consumer Financial 
        Protection Act of 2010, as amended by this section. The date of 
        deposit of such amounts shall be deemed to be the date of 
        enactment of this Act.

SEC. 324. COMMISSION RESEARCH PAPER TRANSPARENCY.

  Section 1013 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5493), as amended by section 316, is further amended by adding 
at the end the following:
  ``(j) Research Paper Transparency.--Any time the Commission, either 
through the research unit established by the Chair under subsection 
(b)(1) or otherwise, issues a research paper that is available to the 
public, the Commission shall accompany such paper with all studies, 
data, and other analyses on which the paper was based.''.

SEC. 325. COMMISSION PAY FAIRNESS.

  (a) In General.--Section 1013(a)(2) of the Consumer Financial 
Protection Act of 2010 (12 U.S.C. 5493(a)(2)) is amended to read as 
follows:
          ``(2) Compensation.--The rates of basic pay for all employees 
        of the Commission shall be set and adjusted by the Commission 
        in accordance with the General Schedule set forth in section 
        5332 of title 5, United States Code.''.
  (b) Effective Date.--The amendment made by subsection (a) shall apply 
to service by an employee of the Consumer Financial Opportunity 
Commission following the 90-day period beginning on the date of 
enactment of this Act.

SEC. 326. SEPARATION OF MARKET MONITORING FUNCTIONS AND SUPERVISORY 
                    FUNCTIONS.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
          (1) in section 1022(c)--
                  (A) in paragraph (1), by striking ``In order to 
                support its rulemaking and other functions, the'' and 
                inserting ``The''; and
                  (B) in paragraph (4)--
                          (i) in subparagraph (A), by inserting after 
                        ``gather information'' the following: ``on a 
                        sampling basis'';
                          (ii) in subparagraph (B)--
                                  (I) in clause (i), by striking ``a 
                                variety of sources, including 
                                examination reports concerning covered 
                                persons or service providers''; and
                                  (II) in clause (ii), by inserting 
                                after ``require'' the following: ``, on 
                                a sampling basis,''; and
                          (iii) in subparagraph (C), by inserting 
                        before the period the following: ``or for 
                        purposes of assessing such covered persons' or 
                        service providers' compliance with the 
                        requirements of Federal consumer financial 
                        law'';
          (2) in section 1024(b)(1)--
                  (A) in subparagraph (A), by adding ``and'' at the 
                end;
                  (B) in subparagraph (B), by striking ``; and'' and 
                inserting a period; and
                  (C) by striking subparagraph (C);
          (3) in section 1025(b)(1)--
                  (A) in subparagraph (A), by adding ``and'' at the 
                end;
                  (B) in subparagraph (B), by striking ``; and'' and 
                inserting a period; and
                  (C) by striking subparagraph (C); and
          (4) in section 1026(b), by striking ``, and to assess and 
        detect risks to consumers and consumer financial markets''.

SEC. 327. REQUIREMENT TO VERIFY INFORMATION IN THE COMPLAINT DATABASE 
                    BEFORE IT MAY BE RELEASED TO THE GENERAL PUBLIC.

  Section 1013(b)(3)(A) of the Consumer Financial Protection Act of 
2010 (12 U.S.C. 5493(b)(3)(A)) is amended by adding at the end the 
following: ``The Chair may not make any information about a consumer 
complaint in such database available to the public without first 
verifying the accuracy of all facts alleged in such complaint.''.

SEC. 328. COMMISSION SUPERVISION LIMITED TO BANKS, THRIFTS, AND CREDIT 
                    UNIONS WITH GREATER THAN $50 BILLION IN ASSETS.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
          (1) in section 1025(a), by striking ``$10,000,000,000'' each 
        place such term appears and inserting ``$50,000,000,000''; and
          (2) in section 1026(a), by striking ``$10,000,000,000'' each 
        place such term appears and inserting ``$50,000,000,000''.

SEC. 329. TRANSFER OF OLD OTS BUILDING FROM OCC TO GSA.

  Not later than 180 days after the date of enactment of this Act, the 
Chair of the Board of Directors of the Office of the Comptroller of the 
Currency shall transfer administrative jurisdiction over the Federal 
property located at 1700 G Street, Northwest, in the District of 
Columbia to the Administrator of General Services.

                    Subtitle C--Policy Enhancements

SEC. 331. CONSUMER RIGHT TO FINANCIAL PRIVACY.

  (a) Requirement of the Commission to Obtain Permission Before 
Collecting Nonpublic Personal Information.--
          (1) Required notification and permission.--Section 
        1022(c)(9)(A) of the Consumer Financial Protection Act of 2010 
        (12 U.S.C. 5512(c)(9)(A)) is amended--
                  (A) by striking ``may not obtain from a covered 
                person or service provider'' and inserting ``may not 
                request, obtain, access, collect, use, retain, or 
                disclose'';
                  (B) by striking ``personally identifiable financial'' 
                and inserting ``nonpublic personal''; and
                  (C) by striking ``from the financial records'' and 
                all that follows through the period at the end and 
                inserting ``unless--
                          ``(i) the Commission clearly and 
                        conspicuously discloses to the consumer, in 
                        writing or in an electronic form, what 
                        information will be requested, obtained, 
                        accessed, collected, used, retained, or 
                        disclosed; and
                          ``(ii) before such information is requested, 
                        obtained, accessed, collected, used, retained, 
                        or disclosed, the consumer informs the 
                        Commission that such information may be 
                        requested, obtained, accessed, collected, used, 
                        retained, or disclosed.''.
          (2) Application of requirement to contractors of the 
        commission.--Section 1022(c)(9)(B) of such Act (12 U.S.C. 
        5512(c)(9)(B)) is amended to read as follows:
                  ``(B) Application of requirement to contractors of 
                the commission.--Subparagraph (A) shall apply to any 
                person directed or engaged by the Commission to collect 
                information to the extent such information is being 
                collected on behalf of the Commission.''.
          (3) Definition of nonpublic personal information.--Section 
        1022(c)(9) of such Act (12 U.S.C. 5512(c)(9)) is amended by 
        adding at the end the following:
                  ``(C) Definition of nonpublic personal information.--
                In this paragraph, the term `nonpublic personal 
                information' has the meaning given the term in section 
                509 of the Gramm-Leach-Bliley Act (15 U.S.C. 6809).''.
  (b) Removal of Exemption for the Commission From the Right to 
Financial Privacy Act.--Section 1113 of the Right to Financial Privacy 
Act of 1978 (12 U.S.C. 3413) is amended by striking subsection (r).

SEC. 332. REPEAL OF COUNCIL AUTHORITY TO SET ASIDE BUREAU RULES AND 
                    REQUIREMENT OF SAFETY AND SOUNDNESS CONSIDERATIONS 
                    WHEN ISSUING RULES.

  (a) Repeal of Authority.--
          (1) In general.--Section 1023 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5513) is hereby repealed.
          (2) Conforming amendment.--Section 1022(b)(2)(C) of the 
        Consumer Financial Protection Act of 2010 (12 U.S.C. 
        5512(b)(2)(C)) is amended by striking ``, except that nothing 
        in this clause shall be construed as altering or limiting the 
        procedures under section 1023 that may apply to any rule 
        prescribed by the Bureau''.
          (3) 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 item relating to 
        section 1023.
  (b) Safety and Soundness Check.--Section 1022(b)(2)(A) of the 
Consumer Financial Protection Act of 2010 (12 U.S.C. 5512(b)(2)(A)) is 
amended--
          (1) in clause (i), by striking ``and'' at the end;
          (2) in clause (ii), by adding ``and'' at the end; and
          (3) by adding at the end the following:
                          ``(iii) the impact of such rule on the 
                        financial safety or soundness of an insured 
                        depository institution;''.

SEC. 333. STATE AND TRIBAL PAYDAY LOAN REGULATION 5-YEAR EXEMPTION.

  Section 1022 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5512) is amended by adding at the end the following:
  ``(e) State and Tribal Payday Loan Regulation 5-year Exemption.--
          ``(1) In general.--With respect to a final rule or regulation 
        issued by the Bureau of Consumer Financial Protection to 
        regulate payday loans, vehicle title loans, or other similar 
        loans, if a State or a federally recognized Indian tribe 
        requests, in writing, for the Commission to provide the State 
        or tribe with a waiver from such rule or regulation, the 
        Commission shall grant a 5-year waiver to such State or tribe, 
        during which such rule or regulation shall not apply within 
        such State or land held in trust for the benefit of such 
        federally recognized Indian tribe.
          ``(2) Extension of waiver.--A State or a federally recognized 
        Indian tribe receiving a waiver under paragraph (1) shall have 
        the right to an unlimited number of 5-year extensions of such 
        waiver, which shall be granted upon the request, in writing, 
        for such waiver by the State or tribe.''.

SEC. 334. REFORMING INDIRECT AUTO FINANCING GUIDANCE.

  (a) Nullification of Auto Lending Guidance.--Bulletin 2013-02 of the 
Bureau of Consumer Financial Protection (published March 21, 2013) 
shall have no force or effect.
  (b) Guidance Requirements.--Section 1022(b) of the Consumer Financial 
Protection Act of 2010 (12 U.S.C. 5512(b)), as amended by section 322, 
is further amended by adding at the end the following:
          ``(8) Guidance on indirect auto financing.--In proposing and 
        issuing guidance primarily related to indirect auto financing, 
        the Commission shall--
                  ``(A) provide for a public notice and comment period 
                before issuing the guidance in final form;
                  ``(B) make available to the public, including on the 
                website of the Commission, all studies, data, 
                methodologies, analyses, and other information relied 
                on by the Commission in preparing such guidance;
                  ``(C) redact any information that is exempt from 
                disclosure under paragraph (3), (4), (6), (7), or (8) 
                of section 552(b) of title 5, United States Code;
                  ``(D) consult with the Board of Governors of the 
                Federal Reserve System, the Federal Trade Commission, 
                and the Department of Justice; and
                  ``(E) conduct a study on the costs and impacts of 
                such guidance to consumers and women-owned, minority-
                owned, veteran-owned, and small businesses, including 
                consumers and small businesses in rural areas.''.
  (c) Rule of Construction.--Nothing in this section shall be construed 
to apply to guidance issued by the Consumer Financial Opportunity 
Commission that is not primarily related to indirect auto financing.

SEC. 335. PROHIBITION OF GOVERNMENT PRICE CONTROLS FOR PAYMENT CARD 
                    TRANSACTIONS.

  (a) In General.--Section 1075 of the Consumer Financial Protection 
Act of 2010 is hereby repealed and the provisions of law amended by 
such section are revived or restored as if such section had not been 
enacted.
  (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 item relating to section 1075.

SEC. 336. ANNUAL STUDIES ON ENDING THE CONSERVATORSHIP OF FANNIE MAE, 
                    FREDDIE MAC, AND REFORMING THE HOUSING FINANCE 
                    SYSTEM.

  Section 1074 of the Consumer Financial Protection Act of 2010 is 
amended--
          (1) in subsection (a)--
                  (A) in paragraph (1), by inserting after ``Secretary 
                of the Treasury shall'' the following: ``, on an annual 
                basis,''; and
                  (B) in paragraph (2), by striking ``The study'' and 
                inserting ``Each study'';
          (2) by amending subsection (b) to read as follows:
  ``(b) Report and Recommendations.--The Secretary of the Treasury 
shall submit a report on each study required under subsection (a), 
along with recommendations developed in such study, to the President, 
the Committee on Banking, Housing, and Urban Affairs of the Senate, and 
the Committee on Financial Services of the House of Representatives.''; 
and
          (3) by adding at the end the following:
  ``(c) Appearances Before Congress.--The Secretary of the Treasury 
shall appear before the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services of the 
House of Representatives at annual hearings regarding each report 
required under subsection (b).''.

SEC. 337. REMOVAL OF ``ABUSIVE'' AUTHORITY.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
          (1) in section 1013(g)--
                  (A) by striking ``, deceptive, and abusive'' each 
                place such term appears and inserting ``and 
                deceptive''; and
                  (B) by striking ``, deceptive, or abusive'' each 
                place such term appears and inserting ``or deceptive'';
          (2) in section 1021(b)(2), by striking ``, deceptive, or 
        abusive'' and inserting ``or deceptive'';
          (3) in section 1031--
                  (A) in the heading of such section, by striking ``, 
                deceptive, or abusive'' and inserting ``or deceptive'';
                  (B) by striking ``, deceptive, or abusive'' each 
                place such term appears and inserting ``or deceptive'';
                  (C) by striking subsection (d); and
                  (D) by redesignating subsections (e) and (f) as 
                subsections (d) and (e), respectively;
          (4) in section 1036(a)(1)(B), by striking ``, deceptive, or 
        abusive'' and inserting ``or deceptive''; and
          (5) in section 1076(b)(2)(A), by striking ``, deceptive, or 
        abusive'' and inserting ``or deceptive''.

SEC. 338. REPEAL OF AUTHORITY TO RESTRICT ARBITRATION.

  (a) In General.--Section 1028 of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5518) is hereby repealed.
  (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 item relating to section 1028.

                 TITLE IV--CAPITAL MARKETS IMPROVEMENTS

       Subtitle A--SEC Reform, Restructuring, and Accountability

SEC. 401. AUTHORIZATION OF APPROPRIATIONS.

  Section 35 of the Securities Exchange Act of 1934 (15 U.S.C. 78kk) is 
amended by striking paragraphs (1) through (5) and inserting the 
following:
          ``(1) for fiscal year 2017, $1,555,000,000;
          ``(2) for fiscal year 2018, $1,605,000,000;
          ``(3) for fiscal year 2019, $1,655,000,000;
          ``(4) for fiscal year 2020, $1,705,000,000; and
          ``(5) for fiscal year 2021, $1,755,000,000.''.

SEC. 402. REPORT ON UNOBLIGATED APPROPRIATIONS.

  Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w) is 
amended by adding at the end the following:
  ``(e) Report on Unobligated Appropriations.--If, at the end of any 
fiscal year, there remain unobligated any funds that were appropriated 
to the Commission for such fiscal year, the Commission shall, not later 
than 30 days after the last day of such fiscal year, submit to the 
Committee on Financial Services and the Committee on Appropriations of 
the House of Representatives and the Committee on Banking, Housing, and 
Urban Affairs and the Committee on Appropriations of the Senate a 
report stating the amount of such unobligated funds. If there is any 
material change in the amount stated in the report, the Commission 
shall, not later than 7 days after determining the amount of the 
change, submit to such committees a supplementary report stating the 
amount of and reason for the change.''.

SEC. 403. SEC RESERVE FUND ABOLISHED.

  Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is 
amended by striking subsection (i).

SEC. 404. FEES TO OFFSET APPROPRIATIONS.

  (a) Section 31 of the Securities Exchange Act of 1934.--Section 31 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78ee) is amended--
          (1) by striking subsection (a) and inserting the following:
  ``(a) Collection.--The Commission shall, in accordance with this 
section, collect transaction fees and assessments.'';
          (2) in subsection (i)--
                  (A) in paragraph (1)(A), by inserting ``except as 
                provided in paragraph (2),'' before ``shall''; and
                  (B) by striking paragraph (2) and inserting the 
                following:
          ``(2) General revenue.--Any fees collected for a fiscal year 
        pursuant to this section, sections 13(e) and 14(g) of this 
        title, and section 6(b) of the Securities Act of 1933 in excess 
        of the amount provided in appropriation Acts for collection for 
        such fiscal year pursuant to such sections shall be deposited 
        and credited as general revenue of the Treasury.'';
          (3) in subsection (j)--
                  (A) by striking ``the regular appropriation to the 
                Commission by Congress for such fiscal year'' each 
                place it appears and inserting ``the target offsetting 
                collection amount for such fiscal year''; and
                  (B) in paragraph (2), by striking ``subsection (l)'' 
                and inserting ``subsection (l)(2)''; and
          (4) by striking subsection (l) and inserting the following:
  ``(l) Definitions.--For purposes of this section:
          ``(1) Target offsetting collection amount.--The target 
        offsetting collection amount for a fiscal year is--
                  ``(A) for fiscal year 2017, $1,400,000,000; and
                  ``(B) for each succeeding fiscal year, the target 
                offsetting collection amount for the prior fiscal year, 
                adjusted by the rate of inflation.
          ``(2) Baseline estimate of the aggregate dollar amount of 
        sales.--The baseline estimate of the aggregate dollar amount of 
        sales for any fiscal year is the baseline estimate of the 
        aggregate dollar amount of sales of securities (other than 
        bonds, debentures, other evidences of indebtedness, security 
        futures products, and options on securities indexes (excluding 
        a narrow-based security index)) to be transacted on each 
        national securities exchange and by or through any member of 
        each national securities association (otherwise than on a 
        national securities exchange) during such fiscal year as 
        determined by the Commission, after consultation with the 
        Congressional Budget Office and the Office of Management and 
        Budget, using the methodology required for making projections 
        pursuant to section 257 of the Balanced Budget and Emergency 
        Deficit Control Act of 1985.''.
  (b) Section 6(b) of the Securities Act of 1933.--Section 6(b) of the 
Securities Act of 1933 (15 U.S.C. 77f(b)) is amended--
          (1) by striking ``target fee collection amount'' each place 
        it appears and inserting ``target offsetting collection 
        amount'';
          (2) in paragraph (4), by striking the last sentence and 
        inserting the following: ``Subject to paragraphs (6)(B) and 
        (7), an adjusted rate prescribed under paragraph (2) shall take 
        effect on the later of--
                  ``(A) the first day of the fiscal year to which such 
                rate applies; or
                  ``(B) five days after the date on which a regular 
                appropriation to the Commission for such fiscal year is 
                enacted.'';
          (3) in paragraph (5), by inserting ``of the Securities 
        Exchange Act of 1934'' after ``sections 13(e) and 14(g)'';
          (4) by redesignating paragraph (6) as paragraph (8);
          (5) by inserting after paragraph (5) the following:
          ``(6) Offsetting collections.--Fees collected pursuant to 
        this subsection for any fiscal year--
                  ``(A) except as provided in section 31(i)(2) of the 
                Securities Exchange Act of 1934, shall be deposited and 
                credited as offsetting collections to the account 
                providing appropriations to the Commission; and
                  ``(B) except as provided in paragraph (7), shall not 
                be collected for any fiscal year except to the extent 
                provided in advance in appropriation Acts.
          ``(7) Lapse of appropriation.--If on the first day of a 
        fiscal year a regular appropriation to the Commission has not 
        been enacted, the Commission shall continue to collect fees (as 
        offsetting collections) under this subsection at the rate in 
        effect during the preceding fiscal year, until 5 days after the 
        date such a regular appropriation is enacted.''; and
          (6) in subparagraph (A) of paragraph (8) (as so 
        redesignated)--
                  (A) by striking the subparagraph heading and 
                inserting ``Target offsetting collection amount.--''; 
                and
                  (B) in the heading of the right column of the table, 
                by striking ``fee'' and inserting ``offsetting''.
  (c) Section 13(e) of the Securities Exchange Act of 1934.--Section 
13(e) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(e)) is 
amended--
          (1) by striking paragraph (5) and inserting the following:
          ``(5) Offsetting collections.--Fees collected pursuant to 
        this subsection for any fiscal year--
                  ``(A) except as provided in section 31(i)(2), shall 
                be deposited and credited as offsetting collections to 
                the account providing appropriations to the Commission; 
                and
                  ``(B) except as provided in paragraph (8), shall not 
                be collected for any fiscal year except to the extent 
                provided in advance in appropriations Acts.''; and
          (2) by adding at the end the following:
          ``(8) Lapse of appropriation.--If on the first day of a 
        fiscal year a regular appropriation to the Commission has not 
        been enacted, the Commission shall continue to collect fees (as 
        offsetting collections) under this subsection at the rate in 
        effect during the preceding fiscal year, until 5 days after the 
        date such a regular appropriation is enacted.''.
  (d) Section 14(g) of the Securities Exchange Act of 1934.--Section 
14(g) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(g)) is 
amended--
          (1) by striking paragraph (5) and inserting the following:
          ``(5) Offsetting collections.--Fees collected pursuant to 
        this subsection for any fiscal year--
                  ``(A) except as provided in section 31(i)(2), shall 
                be deposited and credited as offsetting collections to 
                the account providing appropriations to the Commission; 
                and
                  ``(B) except as provided in paragraph (8), shall not 
                be collected for any fiscal year except to the extent 
                provided in advance in appropriations Acts.'';
          (2) by redesignating paragraph (8) as paragraph (9); and
          (3) by inserting after paragraph (7) the following:
          ``(8) Lapse of appropriation.--If on the first day of a 
        fiscal year a regular appropriation to the Commission has not 
        been enacted, the Commission shall continue to collect fees (as 
        offsetting collections) under this subsection at the rate in 
        effect during the preceding fiscal year, until 5 days after the 
        date such a regular appropriation is enacted.''.
  (e) Effective Date.--The amendments made by this section--
          (1) shall apply beginning on October 1, 2016, except that for 
        fiscal year 2017, the Securities and Exchange Commission shall 
        publish--
                  (A) the rates established under section 31 of the 
                Securities Exchange Act of 1934, as amended by this 
                section, not later than 30 days after the date on which 
                an Act making a regular appropriation to the Commission 
                for fiscal year 2017 is enacted; and
                  (B) the rate established under section 6(b) of the 
                Securities Act of 1933, as amended by this section, not 
                later than August 31, 2016; and
          (2) shall not apply with respect to fees for any fiscal year 
        before fiscal year 2017.

SEC. 405. IMPLEMENTATION OF RECOMMENDATIONS.

  Section 967 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act is amended by adding at the end the following:
  ``(d) Implementation of Recommendations.--Not later than 6 months 
after the date of enactment of this subsection, the Securities and 
Exchange Commission shall complete an implementation of the 
recommendations contained in the report of the independent consultant 
issued under subsection (b) on March 10, 2011. To the extent that 
implementation of certain recommendations requires legislation, the 
Commission shall submit a report to Congress containing a request for 
legislation granting the Commission such authority it needs to fully 
implement such recommendations.''.

SEC. 406. OFFICE OF CREDIT RATINGS TO REPORT TO THE DIVISION OF TRADING 
                    AND MARKETS.

  Section 15E(p)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-7(p)(1)) is amended--
          (1) in subparagraph (A), by striking ``within the 
        Commission'' and inserting ``within the Division of Trading and 
        Markets''; and
          (2) in subparagraph (B), by striking ``report to the 
        Chairman'' and inserting ``report to the head of the Division 
        of Trading and Markets''.

SEC. 407. OFFICE OF MUNICIPAL SECURITIES TO REPORT TO THE DIVISION OF 
                    TRADING AND MARKETS.

  Section 979 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (15 U.S.C. 78o-4a) is amended--
          (1) in subsection (a), by inserting ``, within the Division 
        of Trading and Markets,'' after ``There shall be in the 
        Commission''; and
          (2) in subsection (b), by striking ``report to the Chairman'' 
        and inserting ``report to the head of the Division of Trading 
        and Markets''.

SEC. 408. INDEPENDENCE OF COMMISSION OMBUDSMAN.

  Section 4(g)(8) of the Securities Exchange Act of 1934 (15 U.S.C. 
78d(g)(8)) is amended--
          (1) in subparagraph (A), by striking ``the Investor Advocate 
        shall appoint'' and all that follows through ``Investor 
        Advocate'' and inserting ``the Chairman shall appoint an 
        Ombudsman, who shall report to the Commission''; and
          (2) in subparagraph (D)--
                  (A) by striking ``report to the Investor Advocate'' 
                and inserting ``report to the Commission''; and
                  (B) by striking the last sentence.

SEC. 409. COORDINATION WITH THE INVESTOR ADVISORY COMMITTEE.

  Section 39 of the Securities Exchange Act of 1934 (15 U.S.C. 78pp) is 
amended--
          (1) in subsection (a)(2)(B), by striking ``submit'' and 
        inserting, ``in consultation with the Small Business Capital 
        Formation Advisory Committee established under section 40, 
        submit'';
          (2) in subsection (b)(1)--
                  (A) in subparagraph (C), by striking ``and'';
                  (B) in subparagraph (D)(iv), by striking the period 
                at the end and inserting ``; and''; and
                  (C) by adding at the end the following:
                  ``(E) a member of the Small Business Capital 
                Formation Advisory Committee who shall be a nonvoting 
                member.''; and
          (3) by striking subsections (i) and (j).

SEC. 410. DUTIES OF INVESTOR ADVOCATE.

  Section 4(g)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 
78d(g)(4)) is amended--
          (1) in subparagraph (D)(ii), by striking ``and'';
          (2) in subparagraph (E), by striking the period at the end 
        and inserting a semicolon; and
          (3) by adding at the end the following:
                  ``(F) not take a position on any legislation pending 
                before Congress other than a legislative change 
                proposed by the Investor Advocate pursuant to 
                subparagraph (E);
                  ``(G) consult with the Advocate for Small Business 
                Capital Formation on proposed recommendations made 
                under subparagraph (E); and
                  ``(H) advise the Advocate for Small Business Capital 
                Formation on issues related to small business 
                investors.''.

SEC. 411. INTERNAL RISK CONTROLS.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended--
          (1) by inserting after section 4G, as added by this Act, the 
        following:

``SEC. 4H. INTERNAL RISK CONTROLS.

  ``The Commission, in consultation with the Chief Economist, shall 
develop comprehensive internal risk control mechanisms to safeguard and 
govern the storage of all market data by the Commission, all market 
data sharing agreements of the Commission, and all academic research 
performed at the Commission using market data.'';
          (2) in section 3(a), by redesignating the second paragraph 
        (80) (relating to funding portals) as paragraph (81); and
          (3) in section 3(a), by adding at the end the following:
          ``(82) Chief economist.--The term `Chief Economist' means the 
        Director of the Division of Economic and Risk Analysis, or an 
        employee of the Commission with comparable authority, as 
        determined by the Commission.''.

SEC. 412. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE 
                    ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON 
                    BY THE COMMISSION.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended by inserting after section 4H, as added by this Act, the 
following:

``SEC. 4I. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE 
                    ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON 
                    BY THE COMMISSION.

  ``The notice and comment requirements of section 553 of title 5, 
United States Code, shall also apply with respect to any Commission 
statement or guidance, including interpretive rules, general statements 
of policy, or rules of Commission organization, procedure, or practice, 
that has the effect of implementing, interpreting, or prescribing law 
or policy and that is voted on by the Commission.''.

SEC. 413. PROCESS FOR CLOSING INVESTIGATIONS.

  (a) In General.--Not later than 180 days after the date of the 
enactment of this Act, the Securities and Exchange Commission shall 
establish a process for closing investigations (including preliminary 
or informal investigations) that is designed to ensure that the 
Commission, in a timely manner--
          (1) makes a determination of whether or not to institute an 
        administrative or judicial action in a matter or refer the 
        matter to the Attorney General for potential criminal 
        prosecution; and
          (2) if the Commission determines not to institute such an 
        action or refer the matter to the Attorney General, informs the 
        persons who are the subject of the investigation that the 
        investigation is closed.
  (b) Rule of Construction.--Nothing in this section shall be construed 
to affect the authority of the Commission to re-open an investigation 
if the Commission obtains new evidence after the investigation is 
closed, subject to any applicable statute of limitations.

SEC. 414. ENFORCEMENT OMBUDSMAN.

  (a) In General.--Section 4 of the Securities Exchange Act of 1934 (15 
U.S.C. 78d), as amended by this Act, is further amended by adding at 
the end the following:
  ``(i) Enforcement Ombudsman.--
          ``(1) Establishment.--The Commission shall have an 
        Enforcement Ombudsman, who shall be appointed by and report 
        directly to the Commission.
          ``(2) Duties.--The Enforcement Ombudsman shall--
                  ``(A) act as a liaison between the Commission and any 
                person who is the subject of an investigation 
                (including a preliminary or informal investigation) by 
                the Commission or an administrative or judicial action 
                brought by the Commission in resolving problems that 
                such persons may have with the Commission or the 
                conduct of Commission staff; and
                  ``(B) establish safeguards to maintain the 
                confidentiality of communications between the persons 
                described in subparagraph (A) and the Enforcement 
                Ombudsman.
          ``(3) Limitation.--In carrying out the duties of the 
        Enforcement Ombudsman under paragraph (2), the Enforcement 
        Ombudsman shall utilize personnel of the Commission to the 
        extent practicable. Nothing in this subsection shall be 
        construed as replacing, altering, or diminishing the activities 
        of any ombudsman or similar office of any other agency.
          ``(4) Report.--The Enforcement Ombudsman shall submit to the 
        Commission and to the Committee on Financial Services of the 
        House of Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate an annual report that describes 
        the activities and evaluates the effectiveness of the 
        Enforcement Ombudsman during the preceding year.''.
  (b) Deadline for Initial Appointment.--The Securities and Exchange 
Commission shall appoint the initial Enforcement Ombudsman under 
subsection (i) of section 4 of the Securities Exchange Act of 1934, as 
added by subsection (a), not later than 180 days after the date of the 
enactment of this Act.

SEC. 415. PROCESS TO ENSURE ENFORCEMENT ACTIONS ARE WITHIN AUTHORITY OF 
                    COMMISSION.

  Not later than 180 days after the date of the enactment of this Act, 
the Securities and Exchange Commission shall establish a process to 
ensure that administrative and judicial actions brought by the 
Commission under the securities laws (as defined in section 3(a) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a))) do not exceed the 
authority of the Commission under such laws and, in the case of 
administrative actions, are conducted consistently with subchapter II 
of chapter 5 of title 5, United States Code (commonly referred to as 
the ``Administrative Procedure Act'').

SEC. 416. PROCESS TO PERMIT RECIPIENT OF WELLS NOTIFICATION TO APPEAR 
                    BEFORE COMMISSION STAFF IN-PERSON.

  (a) In General.--Not later than 180 days after the date of the 
enactment of this Act, the Securities and Exchange Commission shall 
establish a process under which, in any instance in which the 
Commission staff provides a written Wells notification to an individual 
informing the individual that the Commission staff has made a 
preliminary determination to recommend that the Commission bring an 
administrative or judicial action against the individual, the 
individual shall have the right to make an in-person presentation 
before the Commission staff concerning such recommendation and to be 
represented by counsel at such presentation, at the individual's own 
expense.
  (b) Attendance by Commissioners.--Such process shall provide that 
each Commissioner of the Commission, or a designee of the Commissioner, 
may attend any such presentation.
  (c) Report by Commission Staff.--Such process shall provide that, 
before any Commission vote on whether to bring the administrative or 
judicial action against the individual, the Commission staff shall 
provide to each Commissioner a written report on any such presentation, 
including any factual or legal arguments made by the individual and any 
supporting documents provided by the individual.

SEC. 417. PUBLICATION OF ENFORCEMENT MANUAL.

  (a) In General.--Not later than 1 year after the date of the 
enactment of this Act, the Securities and Exchange Commission shall 
approve, by vote of the Commission, and publish an updated manual that 
sets forth the policies and practices that the Commission will follow 
in the enforcement of the securities laws (as defined in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))). Such manual 
shall include policies and practices required by this Act, and by the 
amendments made by this Act, and shall be developed so as to ensure 
transparency in such enforcement and uniform application of such laws 
by the Commission.
  (b) Enforcement Plan and Report.--Beginning on the date that is one 
year after the date of enactment of this Act, and each year thereafter, 
and the Securities and Exchange Commission shall transmit to Congress 
and publish on its Internet website an annual enforcement plan and 
report that shall--
          (1) detail the priorities of the Commission with regard to 
        enforcement and examination activities for the forthcoming 
        year;
          (2) report on the Commission's enforcement and examination 
        activities for the previous year, including an assessment of 
        how such activities comported with the priorities identified 
        for that year pursuant to paragraph (1); and
          (3) provide an opportunity and mechanism for public comment.

SEC. 418. PRIVATE PARTIES AUTHORIZED TO COMPEL THE SECURITIES AND 
                    EXCHANGE COMMISSION TO SEEK SANCTIONS BY FILING 
                    CIVIL ACTIONS.

  Title I of the Securities Exchange Act of 1934 (15 U.S.C. 78a et 
seq.) is amended by adding at the end the following:

``SEC. 41. PRIVATE PARTIES AUTHORIZED TO COMPEL THE COMMISSION TO SEEK 
                    SANCTIONS BY FILING CIVIL ACTIONS.

  ``(a) Termination of Administrative Proceeding.--In the case of any 
person who is a party to a proceeding brought by the Commission under a 
securities law, to which section 554 of title 5, United States Code, 
applies, and against whom an order imposing a cease and desist order 
and a penalty may be issued at the conclusion of the proceeding, that 
person may, not later than 20 days after receiving notice of such 
proceeding, and at that person's discretion, require the Commission to 
terminate the proceeding.
  ``(b) Civil Action Authorized.--If a person requires the Commission 
to terminate a proceeding pursuant to subsection (a), the Commission 
may bring a civil action against that person for the same remedy that 
might be imposed.
  ``(c) Standard of Proof in Administrative Proceeding.--
Notwithstanding any other provision of law, in the case of a proceeding 
brought by the Commission under a securities law, to which section 554 
of title 5, United States Code, applies, a legal or equitable remedy 
may be imposed on the person against whom the proceeding was brought 
only on a showing by the Commission of clear and convincing evidence 
that the person has violated the relevant provision of law.''.

SEC. 419. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL MONEY PENALTIES 
                    AGAINST ISSUERS.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended by inserting after section 4E the following:

``SEC. 4F. CERTAIN FINDINGS REQUIRED TO APPROVE CIVIL MONEY PENALTIES 
                    AGAINST ISSUERS.

  ``The Commission may not seek against or impose on an issuer a civil 
money penalty for violation of the securities laws unless the publicly 
available text of the order approving the seeking or imposition of such 
penalty contains findings, supported by an analysis by the Division of 
Economic and Risk Analysis and certified by the Chief Economist, of 
whether--
          ``(1) the alleged violation resulted in direct economic 
        benefit to the issuer; and
          ``(2) the penalty will harm the shareholders of the 
        issuer.''.

SEC. 420. REPEAL OF AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS 
                    FROM SERVING AS OFFICERS OR DIRECTORS.

  (a) Under Securities Act of 1933.--Subsection (f) of section 8A of 
the Securities Act of 1933 (15 U.S.C. 77h-1) is repealed.
  (b) Under Securities Exchange Act of 1934.--Subsection (f) of section 
21C of the Securities Exchange Act of 1934 (15 U.S.C. 78u-3) is 
repealed.

SEC. 421. SUBPOENA DURATION AND RENEWAL.

  Section 21(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78u(b)) is amended--
          (1) by inserting ``Subpoena.--''after the enumerator;
          (2) by striking ``For the purpose of'' and inserting the 
        following:
          ``(1) In general.--For the purpose of''; and
          (3) by adding at the end the following:
          ``(2) Omnibus orders of investigation.--
                  ``(A) Duration and renewal.--An omnibus order of 
                investigation shall not be for an indefinite duration 
                and may be renewed only by Commission action.
                  ``(B) Definition.--In paragraph (A), the term 
                `omnibus order of investigation' means an order of the 
                Commission authorizing 1 of more members of the 
                Commission or its staff to issue subpoenas under 
                paragraph (1) to multiple persons in relation to a 
                particular subject matter area.''.

SEC. 422. ELIMINATION OF AUTOMATIC DISQUALIFICATIONS.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), as 
amended by this Act, is further amended by inserting after section 4F 
the following:

``SEC. 4G. ELIMINATION OF AUTOMATIC DISQUALIFICATIONS.

  ``(a) In General.--Notwithstanding any other provision of law, a non-
natural person may not be disqualified or otherwise made ineligible to 
use an exemption or registration provision, engage in an activity, or 
qualify for any similar treatment under a provision of the securities 
laws or the rules issued by the Commission under the securities laws by 
reason of having, or a person described in subsection (b) having, been 
convicted of any felony or misdemeanor or made the subject of any 
judicial or administrative order, judgment, or decree arising out of a 
governmental action (including an order, judgment, or decree agreed to 
in a settlement), or having, or a person described in subsection (b) 
having, been suspended or expelled from membership in, or suspended or 
barred from association with a member of, a registered national 
securities exchange or a registered national or affiliated securities 
association for any act or omission to act constituting conduct 
inconsistent with just and equitable principles of trade, unless the 
Commission, by order, on the record after notice and an opportunity for 
hearing, makes a determination that such non-natural person should be 
so disqualified or otherwise made ineligible for purposes of such 
provision.
  ``(b) Person Described.--A person is described in this subsection if 
the person is--
          ``(1) a natural person who is a director, officer, employee, 
        partner, member, or shareholder of the non-natural person 
        referred to in subsection (a) or is otherwise associated or 
        affiliated with such non-natural person in any way; or
          ``(2) a non-natural person who is associated or affiliated 
        with the non-natural person referred to in subsection (a) in 
        any way.
  ``(c) Rule of Construction.--Nothing in this section shall be 
construed to limit any authority of the Commission, by order, on the 
record after notice and an opportunity for hearing, to prohibit a 
person from using an exemption or registration provision, engaging in 
an activity, or qualifying for any similar treatment under a provision 
of the securities laws, or the rules issued by the Commission under the 
securities laws, by reason of a circumstance referred to in subsection 
(a) or any similar circumstance.''.

SEC. 423. CONFIDENTIALITY OF RECORDS OBTAINED FROM FOREIGN SECURITIES 
                    AND LAW ENFORCEMENT AUTHORITIES.

  Section 24(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78x(d)) is amended to read as follows:
  ``(d) Records Obtained From Foreign Securities and Law Enforcement 
Authorities.--Except as provided in subsection (g), the Commission 
shall not be compelled to disclose records obtained from a foreign 
securities authority, or from a foreign law enforcement authority as 
defined in subsection (f)(4), if--
          ``(1) the foreign securities authority or foreign law 
        enforcement authority has in good faith determined and 
        represented to the Commission that the records are confidential 
        under the laws of the country of such authority; and
          ``(2) the Commission obtains such records pursuant to--
                  ``(A) such procedure as the Commission may authorize 
                for use in connection with the administration or 
                enforcement of the securities laws; or
                  ``(B) a memorandum of understanding.
For purposes of section 552 of title 5, United States Code, this 
subsection shall be considered a statute described in subsection 
(b)(3)(B) of such section 552.''.

SEC. 424. CLARIFICATION OF AUTHORITY TO IMPOSE SANCTIONS ON PERSONS 
                    ASSOCIATED WITH A BROKER OR DEALER.

  Section 15(b)(6)(A)(i) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o(b)(6)(A)(i)) is amended by striking ``enumerated'' and all 
that follows and inserting ``enumerated in subparagraph (A), (D), (E), 
(G), or (H) of paragraph (4) of this subsection;''.

SEC. 425. CONGRESSIONAL ACCESS TO INFORMATION HELD BY THE PUBLIC 
                    COMPANY ACCOUNTING OVERSIGHT BOARD.

  Section 105(b)(5) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7215(b)(5)) is amended--
          (1) in subparagraph (A), by striking ``subparagraphs (B) and 
        (C)'' and inserting ``subparagraphs (B), (C) and (D)''; and
          (2) by adding at the end the following:
                  ``(D) Availability to the congressional committees.--
                The Board shall make available to the Committees 
                specified under section 101(h)--
                          ``(i) such information as the Committees 
                        shall request; and
                          ``(ii) with respect to any confidential or 
                        privileged information provided in response to 
                        a request under clause (i), including any 
                        information subject to section 104(g) and 
                        subparagraph (A), or any confidential or 
                        privileged information provided orally in 
                        response to such a request, such information 
                        shall maintain the protections provided in 
                        subparagraph (A), and shall retain its 
                        confidential and privileged status in the hands 
                        of the Board and the Committees.''.

SEC. 426. REPEAL OF REQUIREMENT FOR PUBLIC COMPANY ACCOUNTING OVERSIGHT 
                    BOARD TO USE CERTAIN FUNDS FOR MERIT SCHOLARSHIP 
                    PROGRAM.

  (a) In General.--Section 109(c) of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7219(c)) is amended by striking paragraph (2).
  (b) Conforming Amendments.--Section 109 of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7219) is amended--
          (1) in subsection (c), by striking ``Uses of Funds'' and all 
        that follows through ``The budget'' and inserting ``Uses of 
        Funds.--The budget''; and
          (2) in subsection (f), by striking ``subsection (c)(1)'' and 
        inserting ``subsection (c)''.

SEC. 427. REALLOCATION OF FINES FOR VIOLATIONS OF RULES OF MUNICIPAL 
                    SECURITIES RULEMAKING BOARD.

  (a) In General.--Section 15B(c)(9) of the Securities Exchange Act of 
1934 (15 U.S.C. 78o-4(c)(9)) is amended to read as follows:
  ``(9) Fines collected for violations of the rules of the Board shall 
be deposited and credited as general revenue of the Treasury, except as 
otherwise provided in section 308 of the Sarbanes-Oxley Act of 2002 or 
section 21F of this title.''.
  (b) Effective Date.--The amendment made by subsection (a) shall apply 
to fines collected after the date of enactment of this Act.

 Subtitle B--Eliminating Excessive Government Intrusion in the Capital 
                                Markets

SEC. 441. REPEAL OF DEPARTMENT OF LABOR FIDUCIARY RULE AND REQUIREMENTS 
                    PRIOR TO RULEMAKING RELATING TO STANDARDS OF 
                    CONDUCT FOR BROKERS AND DEALERS.

  (a) Repeal of Department of Labor Fiduciary Rule.--The final rule of 
the Department of Labor titled ``Definition of the Term `Fiduciary'; 
Conflict of Interest Rule--Retirement Investment Advice'' and related 
prohibited transaction exemptions published April 8, 2016 (81 Fed. Reg. 
20946) shall have no force or effect.
  (b) Stay on Rules Defining Certain Fiduciaries.--After the date of 
enactment of this Act, the Secretary of Labor shall not prescribe any 
regulation under the Employee Retirement Income Security Act of 1974 
(29 U.S.C. 1001 et seq.) defining the circumstances under which an 
individual is considered a fiduciary until the date that is 60 days 
after the Securities and Exchange Commission issues a final rule 
relating to standards of conduct for brokers and dealers pursuant to 
the second subsection (k) of section 15 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78o(k))
  (c) Requirements Prior to Rulemaking Relating to Standards of Conduct 
for Brokers and Dealers.--The second subsection (k) of section 15 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78o(k)), as added by 
section 913(g)(1) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (12 U.S.C. 5301 et seq.), is amended by adding at the 
end the following:
          ``(3) Requirements prior to rulemaking.--The Commission shall 
        not promulgate a rule pursuant to paragraph (1) before 
        providing a report to the Committee on Financial Services of 
        the House of Representatives and the Committee on Banking, 
        Housing, and Urban Affairs of the Senate describing whether--
                  ``(A) retail investors (and such other customers as 
                the Commission may provide) are being harmed due to 
                brokers or dealers operating under different standards 
                of conduct than those that apply to investment advisors 
                under section 211 of the Investment Advisers Act of 
                1940 (15 U.S.C. 80b-11);
                  ``(B) alternative remedies will reduce any confusion 
                or harm to retail investors due to brokers or dealers 
                operating under different standards of conduct than 
                those standards that apply to investment advisors under 
                section 211 of the Investment Advisers Act of 1940 (15 
                U.S.C. 80b-11), including--
                          ``(i) simplifying the titles used by brokers, 
                        dealers, and investment advisers; and
                          ``(ii) enhancing disclosure surrounding the 
                        different standards of conduct currently 
                        applicable to brokers, dealers, and investment 
                        advisers;
                  ``(C) the adoption of a uniform fiduciary standard of 
                conduct for brokers, dealers, and investment advisors 
                would adversely impact the commissions of brokers and 
                dealers, the availability of proprietary products 
                offered by brokers and dealers, and the ability of 
                brokers and dealers to engage in principal transactions 
                with customers; and
                  ``(D) the adoption of a uniform fiduciary standard of 
                conduct for brokers or dealers and investment advisors 
                would adversely impact retail investor access to 
                personalized and cost-effective investment advice, 
                recommendations about securities, or the availability 
                of such advice and recommendations.
          ``(4) Economic analysis.--The Commission's conclusions 
        contained in the report described in paragraph (3) shall be 
        supported by economic analysis.
          ``(5) Requirements for promulgating a rule.--The Commission 
        shall publish in the Federal Register alongside the rule 
        promulgated pursuant to paragraph (1) formal findings that such 
        rule would reduce confusion or harm to retail customers (and 
        such other customers as the Commission may by rule provide) due 
        to different standards of conduct applicable to brokers, 
        dealers, and investment advisors.
          ``(6) Requirements under investment advisers act of 1940.--In 
        proposing rules under paragraph (1) for brokers or dealers, the 
        Commission shall consider the differences in the registration, 
        supervision, and examination requirements applicable to 
        brokers, dealers, and investment advisors.''.

SEC. 442. EXEMPTION FROM RISK RETENTION REQUIREMENTS FOR NONRESIDENTIAL 
                    MORTGAGE.

  (a) In General.--Section 15G of the Securities Exchange Act of 1934 
(15 U.S.C. 78o-11) is amended--
          (1) in subsection (a)--
                  (A) in paragraph (3)(B), by striking ``and'' at the 
                end;
                  (B) in paragraph (4)(B), by striking the period and 
                inserting ``; and''; and
                  (C) by adding at the end the following:
          ``(5) the term `asset-backed security' refers only to an 
        asset-backed security that is comprised wholly of residential 
        mortgages.'';
          (2) in subsection (b)--
                  (A) by striking paragraph (1); and
                  (B) by striking ``(2) Residential mortgages.--'';
          (3) by striking subsection (h) and redesignating subsection 
        (i) as subsection (h); and
          (4) in subsection (h) (as so redesignated)--
                  (A) by striking ``effective--'' and all that follows 
                through ``(1) with respect to'' and inserting 
                ``effective with respect to'';
                  (B) in paragraph (1), by striking ``; and'' and 
                inserting a period; and
                  (C) by striking paragraph (2).
  (b) Conforming Amendment.--Section 941 of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act is amended by striking subsection 
(c).''.

SEC. 443. FREQUENCY OF SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION.

  Section 14A(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-
1(a)) is amended--
          (1) in paragraph (1), by striking ``Not less frequently than 
        once every 3 years'' and inserting ``Each year in which there 
        has been a material change to the compensation of executives of 
        an issuer from the previous year''; and
          (2) by striking paragraph (2) and redesignating paragraph (3) 
        as paragraph (2).

SEC. 444. REQUIREMENT FOR MUNICIPAL ADVISOR FOR ISSUERS OF MUNICIPAL 
                    SECURITIES.

  Section 15B(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
4(d)) is amended by adding at the end the following:
  ``(3) An issuer of municipal securities shall not be required to 
retain a municipal advisor prior to issuing any such securities.''.

SEC. 445. SMALL ISSUER EXEMPTION FROM INTERNAL CONTROL EVALUATION.

  Section 404(c) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262(c)) 
is amended to read as follows:
  ``(c) Exemption for Smaller Issuers.--Subsection (b) shall not apply 
with respect to any audit report prepared for an issuer that has total 
market capitalization of less than $250,000,000, nor to any issuer that 
is a depository institution with assets of less than $1,000,000,000.''.

SEC. 446. EXEMPTIVE AUTHORITY FOR CERTAIN PROVISIONS RELATING TO 
                    REGISTRATION OF NATIONALLY RECOGNIZED STATISTICAL 
                    RATING ORGANIZATIONS.

  Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 78o-7) 
is amended by adding at the end the following:
  ``(w) Commission Exemptive Authority.--The Commission, by rules and 
regulations upon its own motion, or by order upon application, may 
conditionally or unconditionally exempt any person from any provision 
or provisions of this title or of any rule or regulation thereunder, if 
and to the extent it determines that such rule, regulation, or 
requirement is creating a barrier to entry into the market for 
nationally recognized statistical rating organizations or impeding 
competition among such organizations, or that such an exemption is 
necessary or appropriate in the public interest and is consistent with 
the protection of investors.''.

SEC. 447. RESTRICTION ON RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

  Section 10D(b)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 
78j-4(b)(2)) is amended by inserting before the period the following: 
``, where such executive officer had control or authority over the 
financial reporting that resulted in the accounting restatement''.

SEC. 448. RISK-BASED EXAMINATIONS OF NATIONALLY RECOGNIZED STATISTICAL 
                    RATING ORGANIZATIONS.

  Section 15E(p)(3)(B) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-7(p)(3)(B)) is amended in the matter preceding clause (i), 
by inserting ``, as appropriate,'' after ``Each examination under 
subparagraph (A) shall include''.

SEC. 449. REPEALS.

  (a) Repeals.--The following provisions of title IX of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act are repealed, and the 
provisions of law amended or repealed by such sections are restored or 
revived as if such sections had not been enacted:
          (1) Section 912.
          (2) Section 914.
          (3) Section 917.
          (4) Section 918.
          (5) Section 919A.
          (6) Section 919B.
          (7) Section 919C.
          (8) Section 921.
          (9) Section 929T.
          (10) Section 929X.
          (11) Section 929Y.
          (12) Section 929Z.
          (13) Section 931.
          (14) Section 933.
          (15) Section 937.
          (16) Section 939B.
          (17) Section 939C.
          (18) Section 939D.
          (19) Section 939E.
          (20) Section 939F.
          (21) Section 939G.
          (22) Section 939H.
          (23) Section 946.
          (24) Subsection (b) of section 953.
          (25) Section 955.
          (26) Section 956.
          (27) Section 964.
          (28) Section 965.
          (29) Section 968.
          (30) Section 971.
          (31) Section 972.
          (32) Section 976.
          (33) Section 977.
          (34) Section 978.
          (35) Section 984.
          (36) Section 989.
          (37) Section 989A.
          (38) Section 989F.
          (39) Subsection (b) of section 989G.
          (40) Section 989I.
  (b) Conforming Amendments.--The Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5301) is amended--
          (1) in the table of contents in section 1(b), by striking the 
        items relating to the sections described under paragraphs (1) 
        through (23), (25) through (38), and (40) of subsection (a);
          (2) in section 953, by striking ``(a) Disclosure of Pay 
        Versus Performance.--''; and
          (3) in section 989G, by striking ``(a) Exemption.--''.

SEC. 450. EXEMPTION OF AND REPORTING BY PRIVATE EQUITY FUND ADVISERS.

  Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) 
is amended by adding at the end the following:
  ``(o) Exemption of and Reporting by Private Equity Fund Advisers.--
          ``(1) In general.--Except as provided in this subsection, no 
        investment adviser shall be subject to the registration or 
        reporting requirements of this title with respect to the 
        provision of investment advice relating to a private equity 
        fund.
          ``(2) Maintenance of records and access by commission.--Not 
        later than 6 months after the date of enactment of this 
        subsection, the Commission shall issue final rules--
                  ``(A) to require investment advisers described in 
                paragraph (1) to maintain such records and provide to 
                the Commission such annual or other reports as the 
                Commission, taking into account fund size, governance, 
                investment strategy, risk, and other factors, 
                determines necessary and appropriate in the public 
                interest and for the protection of investors; and
                  ``(B) to define the term `private equity fund' for 
                purposes of this subsection.''.

SEC. 451. RECORDS AND REPORTS OF PRIVATE FUNDS.

  The Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is 
amended--
          (1) in section 204(b)--
                  (A) in paragraph (1)--
                          (i) in subparagraph (A), by striking 
                        ``investors,'' and all that follows and 
                        inserting ``investors.'';
                          (ii) by striking subparagraph (B); and
                          (iii) by striking ``this title--'' and all 
                        that follows through ``to maintain'' and 
                        inserting ``this title to maintain'';
                  (B) in paragraph (3)(H)--
                          (i) by striking ``, in consultation with the 
                        Council,''; and
                          (ii) by striking ``or for the assessment of 
                        systemic risk'';
                  (C) in paragraph (4), by striking ``, or for the 
                assessment of systemic risk'';
                  (D) in paragraph (5), by striking ``or for the 
                assessment of systemic risk'';
                  (E) in paragraph (6)(A)(ii), by striking ``, or for 
                the assessment of systemic risk'';
                  (F) by striking paragraph (7) and redesignating 
                paragraphs (8) through (11) as paragraphs (7) through 
                (10), respectively; and
                  (G) in paragraph (8) (as so redesignated), by 
                striking ``paragraph (8)'' and inserting ``paragraph 
                (7)''; and
          (2) in section 211(e)--
                  (A) by striking ``after consultation with the Council 
                but''; and
                  (B) by striking ``subsection 204(b)'' and inserting 
                ``section 204(b)''.

SEC. 452. DEFINITION OF ACCREDITED INVESTOR.

  (a) In General.--Section 2(a)(15) of the Securities Act of 1933 (15 
U.S.C. 77b(a)(15)) is amended--
          (1) by redesignating clauses (i) and (ii) as subparagraphs 
        (A) and (F), respectively; and
          (2) in subparagraph (A) (as so redesignated), by striking ``; 
        or'' at the end and inserting a semicolon, and inserting after 
        such subparagraph the following:
                  ``(B) any natural person whose individual net worth, 
                or joint net worth with that person's spouse, exceeds 
                $1,000,000 (which amount, along with the amounts set 
                forth in subparagraph (C), shall be adjusted for 
                inflation by the Commission every 5 years to the 
                nearest $10,000 to reflect the change in the Consumer 
                Price Index for All Urban Consumers published by the 
                Bureau of Labor Statistics) where, for purposes of 
                calculating net worth under this subparagraph--
                          ``(i) the person's primary residence shall 
                        not be included as an asset;
                          ``(ii) indebtedness that is secured by the 
                        person's primary residence, up to the estimated 
                        fair market value of the primary residence at 
                        the time of the sale of securities, shall not 
                        be included as a liability (except that if the 
                        amount of such indebtedness outstanding at the 
                        time of sale of securities exceeds the amount 
                        outstanding 60 days before such time, other 
                        than as a result of the acquisition of the 
                        primary residence, the amount of such excess 
                        shall be included as a liability); and
                          ``(iii) indebtedness that is secured by the 
                        person's primary residence in excess of the 
                        estimated fair market value of the primary 
                        residence at the time of the sale of securities 
                        shall be included as a liability;
                  ``(C) any natural person who had an individual income 
                in excess of $200,000 in each of the 2 most recent 
                years or joint income with that person's spouse in 
                excess of $300,000 in each of those years and has a 
                reasonable expectation of reaching the same income 
                level in the current year;
                  ``(D) any natural person who is currently licensed or 
                registered as a broker or investment adviser by the 
                Commission, the Financial Industry Regulatory 
                Authority, or an equivalent self-regulatory 
                organization (as defined in section 3(a)(26) of the 
                Securities Exchange Act of 1934), or the securities 
                division of a State or the equivalent State division 
                responsible for licensing or registration of 
                individuals in connection with securities activities;
                  ``(E) any natural person the Commission determines, 
                by regulation, to have demonstrable education or job 
                experience to qualify such person as having 
                professional knowledge of a subject related to a 
                particular investment, and whose education or job 
                experience is verified by the Financial Industry 
                Regulatory Authority or an equivalent self-regulatory 
                organization (as defined in section 3(a)(26) of the 
                Securities Exchange Act of 1934); or''.
  (b) Repeal.--
          (1) In general.--Section 413 of the Dodd-Frank Wall Street 
        Reform and Consumer Protection Act (Public Law 111-203) is 
        hereby repealed.
          (2) 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 
        section 413.

SEC. 453. REPEAL OF CERTAIN PROVISIONS REQUIRING A STUDY AND REPORT TO 
                    CONGRESS.

  (a) Repeal.--The following provisions of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act are repealed:
          (1) Section 412.
          (2) Section 415.
          (3) Section 416.
          (4) Section 417.
  (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 sections 412, 415, 416, and 417.

SEC. 454. TECHNICAL CORRECTION.

  Section 224 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
18c) is amended by striking ``commodities'' and inserting 
``commodity''.

SEC. 455. REPEAL.

  (a) Repeal.--The following sections of title XV of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act are repealed, and the 
provisions of law amended or repealed by such sections are restored or 
revived as if such sections had not been enacted:
          (1) Section 1502.
          (2) Section 1503.
          (3) Section 1504.
          (4) Section 1505.
          (5) Section 1506.
  (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 sections 1502, 1503, 1504, 1505, and 
1506.

        Subtitle C--Commodity Futures Trading Commission Reforms

SEC. 461. DIVISION DIRECTORS.

  Section 2(a)(6)(C) of the Commodity Exchange Act (7 U.S.C. 
2(a)(6)(C)) is amended by inserting ``, and the heads of the units 
shall serve at the pleasure of the Commission'' before the period.

SEC. 462. PROCEDURES GOVERNING ACTIONS TAKEN BY COMMISSION STAFF.

  Section 2(a)(12) of the Commodity Exchange Act (7 U.S.C. 2(a)(12)) is 
amended--
          (1) by striking ``(12) The'' and inserting the following:
          ``(12) Rules and regulations.--
                  ``(A) In general.--Subject to the other provisions of 
                this paragraph, the''; and
          (2) by adding after and below the end the following new 
        subparagraph:
                  ``(B) Notice to commissioners.--The Commission shall 
                develop and publish internal procedures governing the 
                issuance by any division or office of the Commission of 
                any response to a formal, written request or petition 
                from any member of the public for an exemptive, a no-
                action, or an interpretive letter and such procedures 
                shall provide that the commissioners be provided with 
                the final version of the matter to be issued with 
                sufficient notice to review the matter prior to its 
                issuance.''.

SEC. 463. STRATEGIC TECHNOLOGY PLAN.

  Section 2(a) of the Commodity Exchange Act (7 U.S.C. 2(a)), is 
amended by adding at the end the following:
          ``(16) Strategic technology plan.--
                  ``(A) In general.--Every 5 years, the Commission 
                shall develop and submit to the Committee on 
                Agriculture of the House of Representatives and the 
                Committee on Agriculture, Nutrition, and Forestry of 
                the Senate a detailed plan focused on the acquisition 
                and use of technology by the Commission.
                  ``(B) Contents.--The plan shall--
                          ``(i) include for each related division or 
                        office a detailed technology strategy focused 
                        on market surveillance and risk detection, 
                        market data collection, aggregation, 
                        interpretation, standardization, harmonization, 
                        normalization, validation, streamlining or 
                        other data analytic processes, and internal 
                        management and protection of data collected by 
                        the Commission, including a detailed accounting 
                        of how the funds provided for technology will 
                        be used and the priorities that will apply in 
                        the use of the funds;
                          ``(ii) set forth annual goals to be 
                        accomplished and annual budgets needed to 
                        accomplish the goals; and
                          ``(iii) include a summary of any plan of 
                        action and milestones to address any known 
                        information security vulnerability, as 
                        identified pursuant to a widely accepted 
                        industry or Government standard, including--
                                  ``(I) specific information about the 
                                industry or Government standard used to 
                                identify the known information security 
                                vulnerability;
                                  ``(II) a detailed time line with 
                                specific deadlines for addressing the 
                                known information security 
                                vulnerability; and
                                  ``(III) an update of any such time 
                                line and the rationale for any 
                                deviation from the time line.''.

SEC. 464. INTERNAL RISK CONTROLS.

  (a) In General.--Section 2(a)(12) of the Commodity Exchange Act (7 
U.S.C. 2(a)(12)), as amended by section 462, is further amended by 
adding at the end the following:
                  ``(C) Internal risk controls.--The Commission, in 
                consultation with the Chief Economist, shall develop 
                comprehensive internal risk control mechanisms to 
                safeguard and govern the storage of all market data by 
                the Commission, all market data sharing agreements of 
                the Commission, and all academic research performed at 
                the Commission using market data.''.
  (b) Definition of Chief Economist.--Section 1a of the Commodity 
Exchange Act (7 U.S.C. 1a) is amended--
          (1) by redesignating paragraphs (8) through (51) as 
        paragraphs (9) through (52); and
          (2) by inserting after paragraph (7) the following:
          ``(8) Chief economist.--The term `Chief Economist' means the 
        Chief Economist of the Commission, or an employee of the 
        Commission with comparable authority, as determined by the 
        Commission.''.

SEC. 465. SUBPOENA DURATION AND RENEWAL.

  Section 6(c)(5) of the Commodity Exchange Act (7 U.S.C. 9(5)) is 
amended--
          (1) by striking ``For the purpose of securing'' and inserting 
        the following:
                  ``(A) In general.--For the purpose of securing''; and
          (2) by adding after and below the end the following:
                  ``(B) Omnibus orders of investigation.--
                          ``(i) Duration and renewal.--An omnibus order 
                        of investigation shall not be for an indefinite 
                        duration and may be renewed only by Commission 
                        action.
                          ``(ii) Definition.--In clause (i), the term 
                        `omnibus order of investigation' means an order 
                        of the Commission authorizing 1 of more members 
                        of the Commission or its staff to issue 
                        subpoenas under subparagraph (A) to multiple 
                        persons in relation to a particular subject 
                        matter area.''.

SEC. 466. APPLICABILITY OF NOTICE AND COMMENT REQUIREMENTS OF THE 
                    ADMINISTRATIVE PROCEDURE ACT TO GUIDANCE VOTED ON 
                    BY THE COMMISSION.

  Section 2(a)(12) of the Commodity Exchange Act (7 U.S.C. 2(a)(12)), 
as amended by section 464, is further amended by adding at the end the 
following:
                  ``(D) Applicability of notice and comment rules to 
                guidance voted on by the commission.--The notice and 
                comment requirements of section 553 of title 5, United 
                States Code, shall also apply with respect to any 
                Commission statement or guidance, including 
                interpretive rules, general statements of policy, or 
                rules of Commission organization, procedure, or 
                practice, that has the effect of implementing, 
                interpreting or prescribing law or policy and that is 
                voted on by the Commission.''.

SEC. 467. JUDICIAL REVIEW OF COMMISSION RULES.

  The Commodity Exchange Act (7 U.S.C. 1 et seq.) is amended by adding 
at the end the following:

``SEC. 24. JUDICIAL REVIEW OF COMMISSION RULES.

  ``(a) A person adversely affected by a rule of the Commission 
promulgated under this Act may obtain review of the rule in the United 
States Court of Appeals for the District of Columbia Circuit or the 
United States Court of Appeals for the circuit where the party resides 
or has the principal place of business, by filing in the court, within 
60 days after publication in the Federal Register of the entry of the 
rule, a written petition requesting that the rule be set aside.
  ``(b) A copy of the petition shall be transmitted forthwith by the 
clerk of the court to an officer designated by the Commission for that 
purpose. Thereupon the Commission shall file in the court the record on 
which the rule complained of is entered, as provided in section 2112 of 
title 28, United States Code, and the Federal Rules of Appellate 
Procedure.
  ``(c) On the filing of the petition, the court has jurisdiction, 
which becomes exclusive on the filing of the record, to affirm and 
enforce or to set aside the rule in whole or in part.
  ``(d) The court shall affirm and enforce the rule unless the 
Commission's action in promulgating the rule is found to be arbitrary, 
capricious, an abuse of discretion, or otherwise not in accordance with 
law; contrary to constitutional right, power, privilege, or immunity; 
in excess of statutory jurisdiction, authority, or limitations, or 
short of statutory right; or without observance of procedure required 
by law.''.

SEC. 468. CROSS-BORDER REGULATION OF DERIVATIVES TRANSACTIONS.

  (a) Rulemaking Required.--Within 1 year after the date of the 
enactment of this subtitle, the Commodity Futures Trading Commission 
shall issue a rule that addresses--
          (1) the nature of the connections to the United States that 
        require a non-United States person to register as a swap dealer 
        or a major swap participant under the Commodity Exchange Act 
        and the regulations issued under such Act;
          (2) which of the United States swaps requirements apply to 
        the swap activities of non-United States persons and United 
        States persons and their branches, agencies, subsidiaries, and 
        affiliates outside of the United States, and the extent to 
        which the requirements apply; and
          (3) the circumstances under which a United States person or 
        non-United States person in compliance with the swaps 
        regulatory requirements of a foreign jurisdiction shall be 
        exempt from United States swaps requirements.
  (b) Content of the Rule.--
          (1) Criteria.--In the rule, the Commission shall establish 
        criteria for determining that 1 or more categories of the swaps 
        regulatory requirements of a foreign jurisdiction are 
        comparable to and as comprehensive as United States swaps 
        requirements. The criteria shall include--
                  (A) the scope and objectives of the swaps regulatory 
                requirements of the foreign jurisdiction;
                  (B) the effectiveness of the supervisory compliance 
                program administered;
                  (C) the enforcement authority exercised by the 
                foreign jurisdiction; and
                  (D) such other factors as the Commission, by rule, 
                determines to be necessary or appropriate in the public 
                interest.
          (2) Comparability.--In the rule, the Commission shall--
                  (A) provide that any non-United States person or any 
                transaction between 2 non-United States persons shall 
                be exempt from United States swaps requirements if the 
                person or transaction is in compliance with the swaps 
                regulatory requirements of a foreign jurisdiction which 
                the Commission has determined to be comparable to and 
                as comprehensive as United States swaps requirements; 
                and
                  (B) set forth the circumstances in which a United 
                States person or a transaction between a United States 
                person and a non-United States person shall be exempt 
                from United States swaps requirements if the person or 
                transaction is in compliance with the swaps regulatory 
                requirements of a foreign jurisdiction which the 
                Commission has determined to be comparable to and as 
                comprehensive as United States swaps requirements.
          (3) Outcomes-based comparison.--In developing and applying 
        the criteria, the Commission shall emphasize the results and 
        outcomes of, rather than the design and construction of, 
        foreign swaps regulatory requirements.
          (4) Risk-based rulemaking.--In the rule, the Commission shall 
        not take into account, for the purposes of determining the 
        applicability of United States swaps requirements, the location 
        of personnel that arrange, negotiate, or execute swaps.
          (5) Preservation of antifraud and antimanipulation 
        authority.--No part of any rulemaking under this section shall 
        limit the Commission's antifraud or antimanipulation authority.
  (c) Application of the Rule.--
          (1) Assessments of foreign jurisdictions.--Beginning on the 
        date on which a final rule is issued under this section, the 
        Commission shall begin to assess the swaps regulatory 
        requirements of foreign jurisdictions, in the order the 
        Commission determines appropriate, in accordance with the 
        criteria established pursuant to subsection (b)(1). Following 
        each assessment, the Commission shall determine, by rule or by 
        order, whether the swaps regulatory requirements of the foreign 
        jurisdiction are comparable to and as comprehensive as United 
        States swaps requirements.
          (2) Substituted compliance for unassessed major markets.--
        Beginning 18 months after the date of enactment of this Act--
                  (A) the swaps regulatory requirements of each of the 
                8 foreign jurisdictions with the largest swaps markets, 
                as calculated by notional value during the 12-month 
                period ending with such date of enactment, except those 
                with respect to which a determination has been made 
                under paragraph (1), shall be considered to be 
                comparable to and as comprehensive as United States 
                swaps requirements; and
                  (B) a non-United States person or a transaction 
                between 2 non-United States persons shall be exempt 
                from United States swaps requirements if the person or 
                transaction is in compliance with the swaps regulatory 
                requirements of any of such unexcepted foreign 
                jurisdictions.
          (3) Suspension of substituted compliance.--If the Commission 
        determines, by rule or by order, that--
                  (A) the swaps regulatory requirements of a foreign 
                jurisdiction are not comparable to and as comprehensive 
                as United States swaps requirements, using the 
                categories and criteria established under subsection 
                (b)(1);
                  (B) the foreign jurisdiction does not exempt from its 
                swaps regulatory requirements United States persons who 
                are in compliance with United States swaps 
                requirements; or
                  (C) the foreign jurisdiction is not providing 
                equivalent recognition of, or substituted compliance 
                for, registered entities (as defined in section 1a(41) 
                of the Commodity Exchange Act) domiciled in the United 
                States,
        the Commission may suspend, in whole or in part, a 
        determination made under paragraph (1) or a consideration 
        granted under paragraph (2).
  (d) Petition for Review of Foreign Jurisdiction Practices.--A 
registered entity, commercial market participant (as defined in section 
1a(7) of the Commodity Exchange Act), or Commission registrant (within 
the meaning of such Act) who petitions the Commission to make or change 
a determination under subsection (c)(1) or (c)(3) of this section shall 
be entitled to expedited consideration of the petition. A petition 
shall include any evidence or other supporting materials to justify why 
the petitioner believes the Commission should make or change the 
determination. Petitions under this section shall be considered by the 
Commission any time following the enactment of this Act. Within 180 
days after receipt of a petition for a rulemaking under this section, 
the Commission shall take final action on the petition. Within 90 days 
after receipt of a petition to issue an order or change an order issued 
under this section, the Commission shall take final action on the 
petition.
  (e) Report to Congress.--If the Commission makes a determination 
described in this section through an order, the Commission shall 
articulate the basis for the determination in a written report 
published in the Federal Register and transmitted to the Committee on 
Agriculture of the House of Representatives and Committee on 
Agriculture, Nutrition, and Forestry of the Senate within 15 days of 
the determination. The determination shall not be effective until 15 
days after the committees receive the report.
  (f) Definitions.--As used in this section and for purposes of the 
rules issued pursuant to this section, the following definitions apply:
          (1) United states person.--The term ``United States 
        person''--
                  (A) means--
                          (i) any natural person resident in the United 
                        States;
                          (ii) any partnership, corporation, trust, or 
                        other legal person organized or incorporated 
                        under the laws of the United States or having 
                        its principal place of business in the United 
                        States;
                          (iii) any account (whether discretionary or 
                        non-discretionary) of a United States person; 
                        and
                          (iv) any other person as the Commission may 
                        further define to more effectively carry out 
                        the purposes of this section; and
                  (B) does not include the International Monetary Fund, 
                the International Bank for Reconstruction and 
                Development, the Inter-American Development Bank, the 
                Asian Development Bank, the African Development Bank, 
                the United Nations, their agencies or pension plans, or 
                any other similar international organizations or their 
                agencies or pension plans.
          (2) United states swaps requirements.--The term ``United 
        States swaps requirements'' means the provisions relating to 
        swaps contained in the Commodity Exchange Act (7 U.S.C. 1a et 
        seq.) that were added by title VII of the Dodd-Frank Wall 
        Street Reform and Consumer Protection Act (15 U.S.C. 8301 et 
        seq.) and any rules or regulations prescribed by the Commodity 
        Futures Trading Commission pursuant to such provisions.
          (3) Foreign jurisdiction.--The term ``foreign jurisdiction'' 
        means any national or supranational political entity with 
        common rules governing swaps transactions.
          (4) Swaps regulatory requirements.--The term ``swaps 
        regulatory requirements'' means any provisions of law, and any 
        rules or regulations pursuant to the provisions, governing 
        swaps transactions or the counterparties to swaps transactions.
  (g) Conforming Amendment.--Section 4(c)(1)(A) of the Commodity 
Exchange Act (7 U.S.C. 6(c)(1)(A)) is amended by inserting ``or except 
as necessary to effectuate the purposes of the Commodity End-User 
Relief Act,'' after ``to grant exemptions,''.

             Subtitle D--Harmonization of Derivatives Rules

SEC. 471. AGENCY REVIEW AND HARMONIZATION OF RULES RELATING TO THE 
                    REGULATION OF OVER-THE-COUNTER SWAPS MARKETS.

  The Securities and Exchange Commission and the Commodity Futures 
Trading Commission shall review each rule, order, and interpretive 
guidance issued by either such Commission pursuant to title VII of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act (15 U.S.C. 
8301 et seq.) and, where the Commissions find inconsistencies in any 
such rules, orders, or interpretive guidance, shall jointly issue new 
rules, orders, or interpretive guidance to resolve such 
inconsistencies.

   TITLE V--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

SEC. 501. REPEAL OF THE FEDERAL INSURANCE OFFICE; CREATION OF THE 
                    OFFICE OF THE INDEPENDENT INSURANCE ADVOCATE.

  (a) Establishment.--Section 313 of title 31, United States Code, is 
amended to read as follows (and conforming the table of contents for 
chapter 3 of such title accordingly):

``Sec. 313. Office of the Independent Insurance Advocate

  ``(a) Establishment.--There is established in the Department of the 
Treasury a bureau to be known as the Office of the Independent 
Insurance Advocate (in this section referred to as the `Office').
  ``(b) Independent Insurance Advocate.--
          ``(1) Establishment of position.--The chief officer of the 
        Office of the Independent Insurance Advocate shall be known as 
        the Independent Insurance Advocate. The Independent Insurance 
        Advocate shall perform the duties of such office under the 
        general direction of the Secretary of the Treasury.
          ``(2) Appointment.--The Independent Insurance Advocate shall 
        be appointed by the President, by and with the advice and 
        consent of the Senate, from among persons having insurance 
        expertise.
          ``(3) Term.--
                  ``(A) In general.--The Independent Insurance Advocate 
                shall serve a term of 6 years, unless sooner removed by 
                the President upon reasons which shall be communicated 
                to the Senate.
                  ``(B) Service after expiration.--If a successor is 
                not nominated and confirmed by the end of the term of 
                service of the Independent Insurance Advocate, the 
                person serving as Independent Insurance Advocate shall 
                continue to serve until such time a successor is 
                appointed and confirmed.
                  ``(C) Vacancy.--An Independent Insurance Advocate who 
                is appointed to serve the remainder of a predecessor's 
                uncompleted term shall be eligible thereafter to be 
                appointed to a full 6 year term.
                  ``(D) Acting official on financial stability 
                oversight council.--In the event of a vacancy in the 
                office of the Independent Insurance Advocate, and 
                pending the appointment and confirmation of a 
                successor, or during the absence or disability of the 
                Independent Insurance Advocate, the Independent Member 
                shall appoint a federal official appointed by the 
                President and confirmed by the Senate from a member 
                agency of the Financial Stability Oversight Council, 
                not otherwise serving on the Council, who shall serve 
                as a member of the Council and act in the place of the 
                Independent Insurance Advocate until such vacancy, 
                absence, or disability concludes.
          ``(4) Employment.--The Independent Insurance Advocate shall 
        be an employee of the Federal Government within the definition 
        of employee under section 2105 of title 5, United States Code.
  ``(c) Independence; Oversight.--
          ``(1) Independence.--The Secretary of the Treasury may not 
        delay or prevent the issuance of any rule or the promulgation 
        of any regulation by the Independent Insurance Advocate, and 
        may not intervene in any matter or proceeding before the 
        Independent Insurance Advocate, unless otherwise specifically 
        provided by law.
          ``(2) Oversight by inspector general.--The Office of the 
        Independent Insurance Advocate shall be an office in the 
        establishment of the Department of the Treasury for purposes of 
        the Inspector General Act of 1978 (5 U.S.C. App.).
  ``(d) Retention of Existing State Regulatory Authority.--Nothing in 
this section or section 314 shall be construed to establish or provide 
the Office or the Department of the Treasury with general supervisory 
or regulatory authority over the business of insurance.
  ``(e) Budget.--
          ``(1) Annual transmittal.--For each fiscal year, the 
        Independent Insurance Advocate shall transmit a budget estimate 
        and request to the Secretary of the Treasury, which shall 
        specify the aggregate amount of funds requested for such fiscal 
        year for the operations of the Office of the Independent 
        Insurance Advocate.
          ``(2) Inclusions.--In transmitting the proposed budget to the 
        President for approval, the Secretary of the Treasury shall 
        include--
                  ``(A) an aggregate request for the Independent 
                Insurance Advocate; and
                  ``(B) any comments of the Independent Insurance 
                Advocate with respect to the proposal.
          ``(3) President's budget.--The President shall include in 
        each budget of the United States Government submitted to the 
        Congress--
                  ``(A) a separate statement of the budget estimate 
                prepared in accordance with paragraph (1);
                  ``(B) the amount requested by the President for the 
                Independent Insurance Advocate; and
                  ``(C) any comments of the Independent Insurance 
                Advocate with respect to the proposal if the 
                Independent Insurance Advocate concludes that the 
                budget submitted by the President would substantially 
                inhibit the Independent Insurance Advocate from 
                performing the duties of the office.
  ``(f) Assistance.--The Secretary of the Treasury shall provide the 
Independent Insurance Advocate such services, funds, facilities and 
other support services as the Independent Insurance Advocate may 
request and as the Secretary may approve.
  ``(g) Personnel.--
          ``(1) Employees.--The Independent Insurance Advocate may fix 
        the number of, and appoint and direct, the employees of the 
        Office, in accordance with the applicable provisions of title 
        5, United States Code. The Independent Insurance Advocate is 
        authorized to employ attorneys, analysts, economists, and other 
        employees as may be deemed necessary to assist the Independent 
        Insurance Advocate to carry out the duties and functions of the 
        Office. Unless otherwise provided expressly by law, any 
        individual appointed under this paragraph shall be an employee 
        as defined in section 2105 of title 5, United States Code, and 
        subject to the provisions of such title and other laws 
        generally applicable to the employees of the Executive Branch.
          ``(2) Compensation.--Employees of the Office shall be paid in 
        accordance with the provisions of chapter 51 and subchapter III 
        of chapter 53 of title 5, United States Code, relating to 
        classification and General Schedule pay rates.
          ``(3) Procurement of temporary and intermittent services.--
        The Independent Insurance Advocate may procure temporary and 
        intermittent services under section 3109(b) of title 5, United 
        States Code, at rates for individuals which do not exceed the 
        daily equivalent of the annual rate of basic pay prescribed for 
        Level V of the Executive Schedule under section 5316 of such 
        title.
          ``(4) Details.--Any employee of the Federal Government may be 
        detailed to the Office with or without reimbursement, and such 
        detail shall be without interruption or loss of civil service 
        status or privilege. An employee of the Federal Government 
        detailed to the Office shall report to and be subject to 
        oversight by the Independent Insurance Advocate during the 
        assignment to the office, and may be compensated by the branch, 
        department, or agency from which the employee was detailed.
          ``(5) Intergovernmental personnel.--The Independent Insurance 
        Advocate may enter into agreements under subchapter VI of 
        chapter 33 of title 5, United States Code, with State and local 
        governments, institutions of higher education, Indian tribal 
        governments, and other eligible organizations for the 
        assignment of intermittent, part-time, and full-time personnel, 
        on a reimbursable or non-reimbursable basis.
  ``(h) Ethics.--
          ``(1) Designated ethics official.--The Legal Counsel of the 
        Financial Stability Oversight Council, or in the absence of a 
        Legal Counsel of the Council, the designated ethics official of 
        any Council member agency, as chosen by the Independent 
        Insurance Advocate, shall be the ethics official for the 
        Independent Insurance Advocate.
          ``(2) Restriction on representation.--In addition to any 
        restriction under section 205(c) of title18, United States 
        Code, except as provided in subsections (d) through (i) of 
        section 205 of such title, the Independent Insurance Advocate 
        (except in the proper discharge of official duties) shall not, 
        with or without compensation, represent anyone to or before any 
        officer or employee of--
                  ``(A) the Financial Stability Oversight Council on 
                any matter; or
                  ``(B) the Department of Justice with respect to 
                litigation involving a matter described in subparagraph 
                (A).
          ``(3) Compensation for services provided by another.--For 
        purposes of section 203 of title 18, United States Code, and if 
        a special government employee--
                  ``(A) the Independent Insurance Advocate shall not be 
                subject to the restrictions of subsection (a)(1) of 
                section 203,of title 18, United States Code, for 
                sharing in compensation earned by another for 
                representations on matters covered by such section; and
                  ``(B) a person shall not be subject to the 
                restrictions of subsection (a)(2) of such section for 
                sharing such compensation with the Independent 
                Insurance Advocate.
  ``(i) Advisory, Technical, and Professional Committees.--The 
Independent Insurance Advocate may appoint such special advisory, 
technical, or professional committees as may be useful in carrying out 
the functions of the Office and the members of such committees may be 
staff of the Office, or other persons, or both.
  ``(j) Mission and Functions.--
          ``(1) Mission.--In carrying out the functions under this 
        subsection, the mission of the Office shall be to act as an 
        independent advocate on behalf of the interests of United 
        States policyholders on prudential aspects of insurance matters 
        of importance, and to provide perspective on protecting their 
        interests, separate and apart from any other Federal agency or 
        State insurance regulator.
          ``(2) Office.--The Office shall have the authority--
                  ``(A) to coordinate Federal efforts on prudential 
                aspects of international insurance matters, including 
                representing the United States, as appropriate, in the 
                International Association of Insurance Supervisors (or 
                a successor entity) and assisting the Secretary in 
                negotiating covered agreements (as such term is defined 
                in subsection (q)) in coordination with States 
                (including State insurance commissioners) and the 
                United States Trade Representative;
                  ``(B) to consult with the States (including State 
                insurance regulators) regarding insurance matters of 
                national importance and prudential insurance matters of 
                international importance;
                  ``(C) to assist the Secretary in administering the 
                Terrorism Insurance Program established in the 
                Department of the Treasury under the Terrorism Risk 
                Insurance Act of 2002 (15 U.S.C. 6701 note);
                  ``(D) to observe all aspects of the insurance 
                industry, including identifying issues or gaps in the 
                regulation of insurers that could contribute to a 
                systemic crisis in the insurance industry or the United 
                States financial system; and
                  ``(E) to make determinations and exercise the 
                authority under subsection (m) with respect to covered 
                agreements and State insurance measures.
          ``(3) Membership on financial stability oversight council.--
                  ``(A) In general.--The Independent Insurance Advocate 
                shall serve, pursuant to section 111(b)(1)(J) of the 
                Financial Stability Act of 2010 (12 U.S.C. 
                5321(b)(1)(J)), as a member on the Financial Stability 
                Oversight Council.
                  ``(B) Authority.--To assist the Financial Stability 
                Oversight Council with its responsibilities to monitor 
                international insurance developments, advise the 
                Congress, and make recommendations, the Independent 
                Insurance Advocate shall have the authority--
                          ``(i) to regularly consult with international 
                        insurance supervisors and international 
                        financial stability counterparts;
                          ``(ii) to consult with the Board of Governors 
                        of the Federal Reserve System and the States 
                        with respect to representing the United States, 
                        as appropriate, in the International 
                        Association of Insurance Supervisors (including 
                        to become a non-voting member thereof), 
                        particularly on matters of systemic risk;
                          ``(iii) to participate at the Financial 
                        Stability Board of The Group of Twenty and to 
                        join with other members from the United States 
                        including on matters related to insurance; and
                          ``(iv) to participate with the United States 
                        delegation to the Organization for Economic 
                        Cooperation and Development and observe and 
                        participate at the Insurance and Private 
                        Pensions Committee.
          ``(4) Limitations on participation in supervisory colleges.--
        The Office may not engage in any activities that it is not 
        specifically authorized to engage in under this section or any 
        other provision of law, including participation in any 
        supervisory college or other meetings or fora for cooperation 
        and communication between the involved insurance supervisors 
        established for the fundamental purpose of facilitating the 
        effectiveness of supervision of entities which belong to an 
        insurance group.
  ``(k) Scope.--The authority of the Office as specified and limited in 
this section shall extend to all lines of insurance except--
          ``(1) health insurance, as determined by the Secretary in 
        coordination with the Secretary of Health and Human Services 
        based on section 2791 of the Public Health Service Act (42 
        U.S.C. 300gg-91);
          ``(2) long-term care insurance, except long-term care 
        insurance that is included with life or annuity insurance 
        components, as determined by the Secretary in coordination with 
        the Secretary of Health and Human Services, and in the case of 
        long-term care insurance that is included with such components, 
        the Secretary shall coordinate with the Secretary of Health and 
        Human Services in performing the functions of the Office; and
          ``(3) crop insurance, as established by the Federal Crop 
        Insurance Act (7 U.S.C. 1501 et seq.).
  ``(l) Access to Information.--In carrying out the functions required 
under subsection (j), the Office may coordinate with any relevant 
Federal agency and any State insurance regulator (or other relevant 
Federal or State regulatory agency, if any, in the case of an affiliate 
of an insurer) and any publicly available sources for the provision to 
the Office of publicly available information. Notwithstanding any other 
provision of law, each such relevant Federal agency and State insurance 
regulator or other Federal or State regulatory agency is authorized to 
provide to the Office such data or information.
  ``(m) Preemption Pursuant to Covered Agreements.--
          ``(1) Standards.--A State insurance measure shall be 
        preempted pursuant to this section or section 314 if, and only 
        to the extent that the Independent Insurance Advocate 
        determines, in accordance with this subsection, that the 
        measure--
                  ``(A) results in less favorable treatment of a non-
                United States insurer domiciled in a foreign 
                jurisdiction that is subject to a covered agreement 
                than a United States insurer domiciled, licensed, or 
                otherwise admitted in that State; and
                  ``(B) is inconsistent with a covered agreement.
          ``(2) Determination.--
                  ``(A) Notice of potential inconsistency.--Before 
                making any determination under paragraph (1), the 
                Independent Insurance Advocate shall--
                          ``(i) notify and consult with the appropriate 
                        State regarding any potential inconsistency or 
                        preemption;
                          ``(ii) notify and consult with the United 
                        States Trade Representative regarding any 
                        potential inconsistency or preemption;
                          ``(iii) cause to be published in the Federal 
                        Register notice of the issue regarding the 
                        potential inconsistency or preemption, 
                        including a description of each State insurance 
                        measure at issue and any applicable covered 
                        agreement;
                          ``(iv) provide interested parties a 
                        reasonable opportunity to submit written 
                        comments to the Office; and
                          ``(v) consider any comments received.
                  ``(B) Scope of review.--For purposes of this 
                subsection, any determination of the Independent 
                Insurance Advocate regarding State insurance measures, 
                and any preemption under paragraph (1) as a result of 
                such determination, shall be limited to the subject 
                matter contained within the covered agreement involved 
                and shall achieve a level of protection for insurance 
                or reinsurance consumers that is substantially 
                equivalent to the level of protection achieved under 
                State insurance or reinsurance regulation.
                  ``(C) Notice of determination of inconsistency.--Upon 
                making any determination under paragraph (1), the 
                Director shall--
                          ``(i) notify the appropriate State of the 
                        determination and the extent of the 
                        inconsistency;
                          ``(ii) establish a reasonable period of time, 
                        which shall not be less than 30 days, before 
                        the determination shall become effective; and
                          ``(iii) notify the Committees on Financial 
                        Services and Ways and Means of the House of 
                        Representatives and the Committees on Banking, 
                        Housing, and Urban Affairs and Finance of the 
                        Senate.
          ``(3) Notice of effectiveness.--Upon the conclusion of the 
        period referred to in paragraph (2)(C)(ii), if the basis for 
        such determination still exists, the determination shall become 
        effective and the Independent Insurance Advocate shall--
                  ``(A) cause to be published a notice in the Federal 
                Register that the preemption has become effective, as 
                well as the effective date; and
                  ``(B) notify the appropriate State.
          ``(4) Limitation.--No State may enforce a State insurance 
        measure to the extent that such measure has been preempted 
        under this subsection.
          ``(5) Applicability of administrative procedures act.--
        Determinations of inconsistency made pursuant to paragraph (2) 
        shall be subject to the applicable provisions of subchapter II 
        of chapter 5 of title 5, United States Code (relating to 
        administrative procedure), and chapter 7 of such title 
        (relating to judicial review), except that in any action for 
        judicial review of a determination of inconsistency, the court 
        shall determine the matter de novo.
  ``(n) Consultation.--The Independent Insurance Advocate shall consult 
with State insurance regulators, individually or collectively, to the 
extent the Independent Insurance Advocate determines appropriate, in 
carrying out the functions of the Office.
  ``(o) Notices and Requests for Comment.--In addition to the other 
functions and duties specified in this section, the Independent 
Insurance Advocate may prescribe such notices and requests for comment 
in the Federal Register as are deemed necessary related to and 
governing the manner in which the duties and authorities of the 
Independent Insurance Advocate are carried out;
  ``(p) Savings Provisions.--Nothing in this section shall--
          ``(1) preempt--
                  ``(A) any State insurance measure that governs any 
                insurer's rates, premiums, underwriting, or sales 
                practices;
                  ``(B) any State coverage requirements for insurance;
                  ``(C) the application of the antitrust laws of any 
                State to the business of insurance; or
                  ``(D) any State insurance measure governing the 
                capital or solvency of an insurer, except to the extent 
                that such State insurance measure results in less 
                favorable treatment of a non-United State insurer than 
                a United States insurer; or
          ``(2) affect the preemption of any State insurance measure 
        otherwise inconsistent with and preempted by Federal law.
  ``(q) Retention of Authority of Federal Financial Regulatory 
Agencies.--Nothing in this section or section 314 shall be construed to 
limit the authority of any Federal financial regulatory agency, 
including the authority to develop and coordinate policy, negotiate, 
and enter into agreements with foreign governments, authorities, 
regulators, and multinational regulatory committees and to preempt 
State measures to affect uniformity with international regulatory 
agreements.
  ``(r) Retention of Authority of United States Trade Representative.--
Nothing in this section or section 314 shall be construed to affect the 
authority of the Office of the United States Trade Representative 
pursuant to section 141 of the Trade Act of 1974 (19 U.S.C. 2171) or 
any other provision of law, including authority over the development 
and coordination of United States international trade policy and the 
administration of the United States trade agreements program.
  ``(s) Congressional Testimony.--The Independent Insurance Advocate 
shall appear before the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and Urban 
Affairs at semi-annual hearings and shall provide testimony, which 
shall include submitting written testimony in advance of such 
appearances to such committees and to the Committee on Ways and Means 
of the House of Representatives and the Committee on Finance of the 
Senate, on the following matters:
          ``(1) Office activities.--The efforts, activities, 
        objectives, and plans of the Office.
          ``(2) Section 313(l) actions.--Any actions taken by the 
        Office pursuant to subsection (l) (regarding preemption 
        pursuant to covered agreements).
          ``(3) Insurance industry.--The state of, and developments in, 
        the insurance industry.
          ``(4) U.S. and global insurance and reinsurance markets.--The 
        breadth and scope of the global insurance and reinsurance 
        markets and the critical role such markets plays in supporting 
        insurance in the United States and the ongoing impacts of part 
        II of the Nonadmitted and Reinsurance Reform Act of 2010 on the 
        ability of State regulators to access reinsurance information 
        for regulated companies in their jurisdictions.
          ``(5) Other.--Any other matters as deemed relevant by the 
        Independent Insurance Advocate or requested by such Committees.
  ``(t) Report Upon End of Term of Office.--Not later than two months 
prior to the expiration of the term of office, or discontinuation of 
service, of each individual serving as the Independent Insurance 
Advocate, the Independent Insurance Advocate shall submit a report to 
the Committees on Financial Services and Ways and Means of the House of 
Representatives and the Committees on Banking, Housing, and Urban 
Affairs and Finance of the Senate setting forth recommendations 
regarding the Financial Stability Oversight Council and the role, 
duties, and functions of the Independent Insurance Advocate.
  ``(u) Definitions.--In this section and section 314, the following 
definitions shall apply:
          ``(1) Affiliate.--The term `affiliate' means, with respect to 
        an insurer, any person who controls, is controlled by, or is 
        under common control with the insurer.
          ``(2) Covered agreement.--The term `covered agreement' means 
        a written bilateral or multilateral agreement regarding 
        prudential measures with respect to the business of insurance 
        or reinsurance that--
                  ``(A) is entered into between the United States and 
                one or more foreign governments, authorities, or 
                regulatory entities; and
                  ``(B) relates to the recognition of prudential 
                measures with respect to the business of insurance or 
                reinsurance that achieves a level of protection for 
                insurance or reinsurance consumers that is 
                substantially equivalent to the level of protection 
                achieved under State insurance or reinsurance 
                regulation.
          ``(3) Insurer.--The term `insurer' means any person engaged 
        in the business of insurance, including reinsurance.
          ``(4) Federal financial regulatory agency.--The term `Federal 
        financial regulatory agency' means the Department of the 
        Treasury, the Board of Governors of the Federal Reserve System, 
        the Office of the Comptroller of the Currency, the Office of 
        Thrift Supervision, the Securities and Exchange Commission, the 
        Commodity Futures Trading Commission, the Federal Deposit 
        Insurance Corporation, the Federal Housing Finance Agency, or 
        the National Credit Union Administration.
          ``(5) Financial stability oversight council.--The term 
        `Financial Stability Oversight Council ' means the Financial 
        Stability Oversight Council established under section 111(a) of 
        the Dodd-Frank Wall Street Reform and Consumer Protection Act 
        (12 U.S.C. 5321(a)).
          ``(6) Member agency.--The term `member agency' has the 
        meaning given such term in section 111(a) of the Dodd-Frank 
        Wall Street Reform and Consumer Protection Act (12 U.S.C. 
        5321(a)).
          ``(7) Non-united states insurer.--The term `non-United States 
        insurer' means an insurer that is organized under the laws of a 
        jurisdiction other than a State, but does not include any 
        United States branch of such an insurer.
          ``(8) Office.--The term `Office' means the Office of the 
        Independent Insurance Advocate established by this section.
          ``(9) State insurance measure.--The term `State insurance 
        measure' means any State law, regulation, administrative 
        ruling, bulletin, guideline, or practice relating to or 
        affecting prudential measures applicable to insurance or 
        reinsurance.
          ``(10) State insurance regulator.--The term `State insurance 
        regulator' means any State regulatory authority responsible for 
        the supervision of insurers.
          ``(11) Substantially equivalent to the level of protection 
        achieved.--The term `substantially equivalent to the level of 
        protection achieved' means the prudential measures of a foreign 
        government, authority, or regulatory entity achieve a similar 
        outcome in consumer protection as the outcome achieved under 
        State insurance or reinsurance regulation.
          ``(12) United states insurer.--The term `United States 
        insurer' means--
                  ``(A) an insurer that is organized under the laws of 
                a State; or
                  ``(B) a United States branch of a non-United States 
                insurer.''.
  (b) Pay at Level III of Executive Schedule.--Section 5314 of title 5, 
United States Code, is amended by adding at the end the following new 
item:
          ``Independent Insurance Advocate, Department of the 
        Treasury.''.
  (c) Voting Member of FSOC.--Paragraph (1) of section 111(b) of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 
5321(b)(1)) is amended by striking subparagraph (J) and inserting the 
following new subparagraph:
                  ``(J) the Independent Insurance Advocate appointed 
                pursuant to section 313 of title 31, United States 
                Code.''.
  (d) Independence.--Section 111 of Public Law 93-495 (12 U.S.C. 250) 
is amended--
          (1) by inserting ``the Independent Insurance Advocate of the 
        Department of the Treasury,'' after ``Federal Housing Finance 
        Agency,''; and
          (2) by inserting ``or official'' before ``submitting them''.
  (e) Transfer of Employees.--All employees of the Department of 
Treasury who are performing staff functions for the independent member 
of the Financial Stability Oversight Council under section 111(b)(2)(J) 
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 
U.S.C. 5321(b)(2)(J)) on a full-time equivalent basis as of the date of 
enactment of this Act shall be eligible for transfer to the Office of 
the Independent Insurance Advocate established pursuant to the 
amendment made by subsection (a) of this section for appointment as an 
employee and shall be transferred at the joint discretion of the 
Independent Insurance Advocate and the eligible employee. Any employee 
eligible for transfer that is not appointed within 360 days from the 
date of enactment of this Act shall be eligible for detail under 
section 313(f)(4) of title 31, United States Code.
  (f) Temporary Service; Transition.--Notwithstanding the amendment 
made by subsection (a) of this section, during the period beginning on 
the date of the enactment of this Act and ending on the date on which 
the Independent Insurance Advocate is appointed and confirmed pursuant 
to section 313(b)(2) of title 31, United States Code, as amended by 
such amendment, the person serving, on such date of enactment, as the 
independent member of the Financial Stability Oversight Council 
pursuant to section 111(b)(1)(J) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act (12 U.S.C. 5321(b)(1)(J)) shall act for all 
purposes as, and with the full powers of, the Independent Insurance 
Advocate.
  (g) Comparability in Compensation Schedules.--Subsection (a) of 
section 1206 of the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989 (12 U.S.C. 1833b(a)) is amended by inserting 
``and the Office of the Independent Insurance Advocate of the 
Department of the Treasury,'' after ``Farm Credit Administration,''.
  (h) Senior Executives.--Subparagraph (D) of section 3132(a)(1) of 
title 5, United States Code, is amended by inserting ``the Office of 
the Independent Insurance Advocate of the Department of the Treasury,'' 
after ``Finance Agency,''.

SEC. 502. TREATMENT OF COVERED AGREEMENTS.

  Subsection (c) of section 314 of title 31, United States Code is 
amended--
          (1) by designating paragraphs (1) and (2) as paragraphs (2) 
        and (3), respectively; and
          (2) by inserting before paragraph (2), as so redesignated, 
        the following new paragraph:
          ``(1) the Secretary of the Treasury and the United States 
        Trade Representative have caused to be published in the Federal 
        Register, and made available for public comment for a period of 
        not fewer than 30 days and not greater than 90 days (which 
        period may run concurrently with the 90-day period for the 
        covered agreement referred to in paragraph (3)), the proposed 
        text of the covered agreement;''.

   TITLE VI--DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND 
                  DEVOLVING POWER AWAY FROM WASHINGTON

                   Subtitle A--Cost-Benefit Analyses

SEC. 611. DEFINITIONS.

  As used in this subtitle--
          (1) the term ``agency'' means the Board of Governors of the 
        Federal Reserve System, the Consumer Financial Opportunity 
        Commission, the Commodity Futures Trading Commission, the 
        Federal Deposit Insurance Corporation, the Federal Housing 
        Finance Agency, the Office of the Comptroller of the Currency, 
        the National Credit Union Administration, and the Securities 
        and Exchange Commission;
          (2) the term ``chief economist'' means--
                  (A) with respect to the Board of Governors of the 
                Federal Reserve System, the Director of the Division of 
                Research and Statistics, or an employee of the agency 
                with comparable authority;
                  (B) with respect to the Consumer Financial 
                Opportunity Commission, the Head of the Office of 
                Economic Analysis, or an employee of the agency with 
                comparable authority;
                  (C) with respect to the Commodity Futures Trading 
                Commission, the Chief Economist, or an employee of the 
                agency with comparable authority;
                  (D) with respect to the Federal Deposit Insurance 
                Corporation, the Director of the Division of Insurance 
                and Research, or an employee of the agency with 
                comparable authority;
                  (E) with respect to the Federal Housing Finance 
                Agency, the Chief Economist, or an employee of the 
                agency with comparable authority;
                  (F) with respect to the Office of the Comptroller of 
                the Currency, the Director for Policy Analysis, or an 
                employee of the agency with comparable authority;
                  (G) with respect to the National Credit Union 
                Administration, the Chief Economist, or an employee of 
                the agency with comparable authority; and
                  (H) with respect to the Securities and Exchange 
                Commission, the Director of the Division of Economic 
                and Risk Analysis, or an employee of the agency with 
                comparable authority;
          (3) the term ``Council'' means the Chief Economists Council 
        established under section 618; and
          (4) the term ``regulation''--
                  (A) means an agency statement of general 
                applicability and future effect that is designed to 
                implement, interpret, or prescribe law or policy or to 
                describe the procedure or practice requirements of an 
                agency, including rules, orders of general 
                applicability, interpretive releases, and other 
                statements of general applicability that the agency 
                intends to have the force and effect of law; and
                  (B) does not include--
                          (i) a regulation issued in accordance with 
                        the formal rulemaking provisions of section 556 
                        or 557 of title 5, United States Code;
                          (ii) a regulation that is limited to agency 
                        organization, management, or personnel matters;
                          (iii) a regulation promulgated pursuant to 
                        statutory authority that expressly prohibits 
                        compliance with this provision;
                          (iv) a regulation that is certified by the 
                        agency to be an emergency action, if such 
                        certification is published in the Federal 
                        Register;
                          (v) a regulation that is promulgated by the 
                        Board of Governors of the Federal Reserve 
                        System or the Federal Open Market Committee 
                        under section 10A, 10B, 13, 13A, or 19 of the 
                        Federal Reserve Act, or any of subsections (a) 
                        through (f) of section 14 of that Act; or
                          (vi) a regulation filed with the Commission 
                        by a self-regulatory organization--
                                  (I) that meets the criteria for 
                                immediate effectiveness under section 
                                240.19b-4(f) of title 17, Code of 
                                Federal Regulations; or
                                  (II) for which the self-regulatory 
                                organization has itself conducted the 
                                cost-benefit analysis and otherwise 
                                complied with the requirements of 
                                section 612.

SEC. 612. REQUIRED REGULATORY ANALYSIS.

  (a) Requirements for Notices of Proposed Rulemaking.--An agency may 
not issue a notice of proposed rulemaking unless the agency includes in 
the notice of proposed rulemaking an analysis that contains, at a 
minimum, with respect to each regulation that is being proposed--
          (1) an identification of the need for the regulation and the 
        regulatory objective, including identification of the nature 
        and significance of the market failure, regulatory failure, or 
        other problem that necessitates the regulation;
          (2) an explanation of why the private market or State, local, 
        or tribal authorities cannot adequately address the identified 
        market failure or other problem;
          (3) an analysis of the adverse impacts to regulated entities, 
        other market participants, economic activity, or agency 
        effectiveness that are engendered by the regulation and the 
        magnitude of such adverse impacts;
          (4) a quantitative and qualitative assessment of all 
        anticipated direct and indirect costs and benefits of the 
        regulation (as compared to a benchmark that assumes the absence 
        of the regulation), including--
                  (A) compliance costs;
                  (B) effects on economic activity, net job creation 
                (excluding jobs related to ensuring compliance with the 
                regulation), efficiency, competition, and capital 
                formation;
                  (C) regulatory administrative costs; and
                  (D) costs imposed by the regulation on State, local, 
                or tribal governments or other regulatory authorities;
          (5) if quantified benefits do not outweigh quantitative 
        costs, a justification for the regulation;
          (6) an identification and assessment of all available 
        alternatives to the regulation, including modification of an 
        existing regulation or statute, together with--
                  (A) an explanation of why the regulation meets the 
                objectives of the regulation more effectively than the 
                alternatives, and if the agency is proposing multiple 
                alternatives, an explanation of why a notice of 
                proposed rulemaking, rather than an advanced notice of 
                proposed rulemaking, is appropriate; and
                  (B) if the regulation is not a pilot program, an 
                explanation of why a pilot program is not appropriate;
          (7) if the regulation specifies the behavior or manner of 
        compliance, an explanation of why the agency did not instead 
        specify performance objectives;
          (8) an assessment of how the burden imposed by the regulation 
        will be distributed among market participants, including 
        whether consumers, investors, or small businesses will be 
        disproportionately burdened;
          (9) an assessment of the extent to which the regulation is 
        inconsistent, incompatible, or duplicative with the existing 
        regulations of the agency or those of other domestic and 
        international regulatory authorities with overlapping 
        jurisdiction;
          (10) a description of any studies, surveys, or other data 
        relied upon in preparing the analysis;
          (11) an assessment of the degree to which the key assumptions 
        underlying the analysis are subject to uncertainty; and
          (12) an explanation of predicted changes in market structure 
        and infrastructure and in behavior by market participants, 
        including consumers and investors, assuming that they will 
        pursue their economic interests.
  (b) Requirements for Notices of Final Rulemaking.--
          (1) In general.--Notwithstanding any other provision of law, 
        an agency may not issue a notice of final rulemaking with 
        respect to a regulation unless the agency--
                  (A) has issued a notice of proposed rulemaking for 
                the relevant regulation;
                  (B) has conducted and includes in the notice of final 
                rulemaking an analysis that contains, at a minimum, the 
                elements required under subsection (a); and
                  (C) includes in the notice of final rulemaking 
                regulatory impact metrics selected by the chief 
                economist to be used in preparing the report required 
                pursuant to section 615.
          (2) Consideration of comments.--The agency shall incorporate 
        in the elements described in paragraph (1)(B) the data and 
        analyses provided to the agency by commenters during the 
        comment period, or explain why the data or analyses are not 
        being incorporated.
          (3) Comment period.--An agency shall not publish a notice of 
        final rulemaking with respect to a regulation, unless the 
        agency--
                  (A) has allowed at least 90 days from the date of 
                publication in the Federal Register of the notice of 
                proposed rulemaking for the submission of public 
                comments; or
                  (B) includes in the notice of final rulemaking an 
                explanation of why the agency was not able to provide a 
                90-day comment period.
          (4) Prohibited rules.--
                  (A) In general.--An agency may not publish a notice 
                of final rulemaking if the agency, in its analysis 
                under paragraph (1)(B), determines that the quantified 
                costs are greater than the quantified benefits under 
                subsection (a)(5).
                  (B) Publication of analysis.--If the agency is 
                precluded by subparagraph (A) from publishing a notice 
                of final rulemaking, the agency shall publish in the 
                Federal Register and on the public website of the 
                agency its analysis under paragraph (1)(B), and provide 
                the analysis to each House of Congress.
                  (C) Congressional waiver.--If the agency is precluded 
                by subparagraph (A) from publishing a notice of final 
                rulemaking, Congress, by joint resolution pursuant to 
                the procedures set forth for joint resolutions in 
                section 802 of title 5, United States Code, may direct 
                the agency to publish a notice of final rulemaking 
                notwithstanding the prohibition contained in 
                subparagraph (A). In applying section 802 of title 5, 
                United States Code, for purposes of this paragraph, 
                section 802(e)(2) shall not apply and the terms--
                          (i) ``joint resolution'' or ``joint 
                        resolution described in subsection (a)'' means 
                        only a joint resolution introduced during the 
                        period beginning on the submission or 
                        publication date and ending 60 days thereafter 
                        (excluding days either House of Congress is 
                        adjourned for more than 3 days during a session 
                        of Congress), the matter after the resolving 
                        clause of which is as follows: ``That Congress 
                        directs, notwithstanding the prohibition 
                        contained in section 612(b)(4)(A) of the 
                        Financial CHOICE Act of 2016, the __ to publish 
                        the notice of final rulemaking for the 
                        regulation or regulations that were the subject 
                        of the analysis submitted by the __ to Congress 
                        on __.'' (The blank spaces being appropriately 
                        filled in.); and
                          (ii) ``submission or publication date'' 
                        means--
                                  (I) the date on which the analysis 
                                under paragraph (1)(B) is submitted to 
                                Congress under paragraph (4)(B); or
                                  (II) if the analysis is submitted to 
                                Congress less than 60 session days or 
                                60 legislative days before the date on 
                                which the Congress adjourns a session 
                                of Congress, the date on which the same 
                                or succeeding Congress first convenes 
                                its next session.

SEC. 613. RULE OF CONSTRUCTION.

  For purposes of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.), 
obtaining, causing to be obtained, or soliciting information for 
purposes of complying with section 612 with respect to a proposed 
rulemaking shall not be construed to be a collection of information, 
provided that the agency has first issued an advanced notice of 
proposed rulemaking in connection with the regulation, identifies that 
advanced notice of proposed rulemaking in its solicitation of 
information, and informs the person from whom the information is 
obtained or solicited that the provision of information is voluntary.

SEC. 614. PUBLIC AVAILABILITY OF DATA AND REGULATORY ANALYSIS.

  (a) In General.--At or before the commencement of the public comment 
period with respect to a regulation, the agency shall make available on 
its public website sufficient information about the data, 
methodologies, and assumptions underlying the analyses performed 
pursuant to section 612 so that the analytical results of the agency 
are capable of being substantially reproduced, subject to an acceptable 
degree of imprecision or error.
  (b) Confidentiality.--The agency shall comply with subsection (a) in 
a manner that preserves the confidentiality of nonpublic information, 
including confidential trade secrets, confidential commercial or 
financial information, and confidential information about positions, 
transactions, or business practices.

SEC. 615. FIVE-YEAR REGULATORY IMPACT ANALYSIS.

  (a) In General.--Not later than 5 years after the date of publication 
in the Federal Register of a notice of final rulemaking, the chief 
economist of the agency shall issue a report that examines the economic 
impact of the subject regulation, including the direct and indirect 
costs and benefits of the regulation.
  (b) Regulatory Impact Metrics.--In preparing the report required by 
subsection (a), the chief economist shall employ the regulatory impact 
metrics included in the notice of final rulemaking pursuant to section 
612(b)(1)(C).
  (c) Reproducibility.--The report shall include the data, 
methodologies, and assumptions underlying the evaluation so that the 
agency's analytical results are capable of being substantially 
reproduced, subject to an acceptable degree of imprecision or error.
  (d) Confidentiality.--The agency shall comply with subsection (c) in 
a manner that preserves the confidentiality of nonpublic information, 
including confidential trade secrets, confidential commercial or 
financial information, and confidential information about positions, 
transactions, or business practices.
  (e) Report.--The agency shall submit the report required by 
subsection (a) to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of the House of 
Representatives and post it on the public website of the agency. The 
Commodity Futures Trading Commission shall also submit its report to 
the Committee on Agriculture, Nutrition, and Forestry of the Senate and 
the Committee on Agriculture of the House of Representatives.

SEC. 616. RETROSPECTIVE REVIEW OF EXISTING RULES.

  (a) Regulatory Improvement Plan.--Not later than 1 year after the 
date of enactment of this Act and every 5 years thereafter, each agency 
shall develop, submit to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services of the 
House of Representatives, and post on the public website of the agency 
a plan, consistent with law and its resources and regulatory 
priorities, under which the agency will modify, streamline, expand, or 
repeal existing regulations so as to make the regulatory program of the 
agency more effective or less burdensome in achieving the regulatory 
objectives. The Commodity Futures Trading Commission shall also submit 
its plan to the Committee on Agriculture, Nutrition, and Forestry of 
the Senate and the Committee on Agriculture of the House of 
Representatives.
  (b) Implementation Progress Report.--Two years after the date of 
submission of each plan required under subsection (a), each agency 
shall develop, submit to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services of the 
House of Representatives, and post on the public website of the agency 
a report of the steps that it has taken to implement the plan, steps 
that remain to be taken to implement the plan, and, if any parts of the 
plan will not be implemented, reasons for not implementing those parts 
of the plan. The Commodity Futures Trading Commission shall also submit 
its plan to the Committee on Agriculture, Nutrition, and Forestry of 
the Senate and the Committee on Agriculture of the House of 
Representatives.

SEC. 617. JUDICIAL REVIEW.

  (a) In General.--Notwithstanding any other provision of law, during 
the period beginning on the date on which a notice of final rulemaking 
for a regulation is published in the Federal Register and ending 1 year 
later, a person that is adversely affected or aggrieved by the 
regulation is entitled to bring an action in the United States Court of 
Appeals for the District of Columbia Circuit for judicial review of 
agency compliance with the requirements of section 612.
  (b) Stay.--The court may stay the effective date of the regulation or 
any provision thereof.
  (c) Relief.--If the court finds that an agency has not complied with 
the requirements of section 612, the court shall vacate the subject 
regulation, unless the agency shows by clear and convincing evidence 
that vacating the regulation would result in irreparable harm. Nothing 
in this section affects other limitations on judicial review or the 
power or duty of the court to dismiss any action or deny relief on any 
other appropriate legal or equitable ground.

SEC. 618. CHIEF ECONOMISTS COUNCIL.

  (a) Establishment.--There is established the Chief Economists 
Council.
  (b) Membership.--The Council shall consist of the chief economist of 
each agency. The members of the Council shall select the first 
chairperson of the Council. Thereafter the position of Chairperson 
shall rotate annually among the members of the Council.
  (c) Meetings.--The Council shall meet at the call of the Chairperson, 
but not less frequently than quarterly.
  (d) Report.--One year after the effective date of this Act and 
annually thereafter, the Council shall prepare and submit to the 
Committee on Banking, Housing, and Urban Affairs and the Committee on 
Agriculture, Nutrition, and Forestry of the Senate and the Committee on 
Financial Services and the Committee on Agriculture of the House of 
Representatives a report on--
          (1) the benefits and costs of regulations adopted by the 
        agencies during the past 12 months;
          (2) the regulatory actions planned by the agencies for the 
        upcoming 12 months;
          (3) the cumulative effect of the existing regulations of the 
        agencies on economic activity, innovation, international 
        competitiveness of entities regulated by the agencies, and net 
        job creation (excluding jobs related to ensuring compliance 
        with the regulation);
          (4) the training and qualifications of the persons who 
        prepared the cost-benefit analyses of each agency during the 
        past 12 months;
          (5) the sufficiency of the resources available to the chief 
        economists during the past 12 months for the conduct of the 
        activities required by this subtitle; and
          (6) recommendations for legislative or regulatory action to 
        enhance the efficiency and effectiveness of financial 
        regulation in the United States.

SEC. 619. CONFORMING AMENDMENTS.

  Section 15(a) of the Commodity Exchange Act (7 U.S.C. 19(a)) is 
amended--
          (1) by striking paragraph (1);
          (2) in paragraph (2), by striking ``(2)'' and all that 
        follows through ``light of--'' and inserting the following:
          ``(1) Considerations.--Before promulgating a regulation under 
        this chapter or issuing an order (except as provided in 
        paragraph (2)), the Commission shall take into consideration--
        '';
          (3) in paragraph (1), as so redesignated--
                  (A) in subparagraph (B), by striking ``futures'' and 
                inserting ``the relevant'';
                  (B) in subparagraph (C), by adding ``and'' at the 
                end;
                  (C) in subparagraph (D), by striking ``; and'' and 
                inserting a period; and
                  (D) by striking subparagraph (E); and
          (4) by redesignating paragraph (3) as paragraph (2).

SEC. 620. OTHER REGULATORY ENTITIES.

  (a) Securities and Exchange Commission.--Not later than 1 year after 
the date of enactment of this Act, the Securities and Exchange 
Commission shall provide to the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on Financial Services of 
the House of Representatives a report setting forth a plan for 
subjecting the Public Company Accounting Oversight Board, the Municipal 
Securities Rulemaking Board, and any national securities association 
registered under section 15A of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-4(a)) to the requirements of this subtitle, other than 
direct representation on the Council.
  (b) Commodity Futures Trading Commission.--Not later than 1 year 
after the date of enactment of this Act, the Commodity Futures Trading 
Commission shall provide to the Committee on Banking, Housing, and 
Urban Affairs of the Senate, the Committee on Financial Services of the 
House of Representatives, the Committee on Agriculture, Nutrition, and 
Forestry of the Senate, and the Committee on Agriculture of the House 
of Representatives a report setting forth a plan for subjecting any 
futures association registered under section 17 of the Commodity 
Exchange Act (7 U.S.C. 21) to the requirements of this subtitle, other 
than direct representation on the Council.

SEC. 621. AVOIDANCE OF DUPLICATIVE OR UNNECESSARY ANALYSES.

  An agency may perform the analyses required by this subtitle in 
conjunction with, or as a part of, any other agenda or analysis 
required by any other provision of law, if such other analysis 
satisfies the provisions of this subtitle.

Subtitle B--Congressional Review of Federal Financial Agency Rulemaking

SEC. 631. CONGRESSIONAL REVIEW.

  (a)(1)(A) Before a rule may take effect, a Federal financial agency 
shall publish in the Federal Register a list of information on which 
the rule is based, including data, scientific and economic studies, and 
cost-benefit analyses, and identify how the public can access such 
information online, and shall submit to each House of the Congress and 
to the Comptroller General a report containing--
          (i) a copy of the rule;
          (ii) a concise general statement relating to the rule;
          (iii) a classification of the rule as a major or nonmajor 
        rule, including an explanation of the classification 
        specifically addressing each criteria for a major rule 
        contained within subparagraphs (A) through (C) of section 
        634(2);
          (iv) a list of any other related regulatory actions intended 
        to implement the same statutory provision or regulatory 
        objective as well as the individual and aggregate economic 
        effects of those actions; and
          (v) the proposed effective date of the rule.
  (B) On the date of the submission of the report under subparagraph 
(A), the Federal financial agency shall submit to the Comptroller 
General and make available to each House of Congress--
          (i) a complete copy of the cost-benefit analysis of the rule, 
        if any, including an analysis of any jobs added or lost, 
        differentiating between public and private sector jobs;
          (ii) the Federal financial agency's actions pursuant to 
        sections 603, 604, 605, 607, and 609 of title 5, United States 
        Code;
          (iii) the Federal financial agency's actions pursuant to 
        sections 202, 203, 204, and 205 of the Unfunded Mandates Reform 
        Act of 1995; and
          (iv) any other relevant information or requirements under any 
        other Act and any relevant Executive orders.
  (C) Upon receipt of a report submitted under subparagraph (A), each 
House shall provide copies of the report to the chairman and ranking 
member of each standing committee with jurisdiction under the rules of 
the House of Representatives or the Senate to report a bill to amend 
the provision of law under which the rule is issued.
  (2)(A) The Comptroller General shall provide a report on each major 
rule to the committees of jurisdiction by the end of 15 calendar days 
after the submission or publication date. The report of the Comptroller 
General shall include an assessment of the Federal financial agency's 
compliance with procedural steps required by paragraph (1)(B) and an 
assessment of whether the major rule imposes any new limits or mandates 
on private-sector activity.
  (B) Federal financial agencies shall cooperate with the Comptroller 
General by providing information relevant to the Comptroller General's 
report under subparagraph (A).
  (3) A major rule relating to a report submitted under paragraph (1) 
shall take effect upon enactment of a joint resolution of approval 
described in section 632 or as provided for in the rule following 
enactment of a joint resolution of approval described in section 632, 
whichever is later.
  (4) A nonmajor rule shall take effect as provided by section 633 
after submission to Congress under paragraph (1).
  (5) If a joint resolution of approval relating to a major rule is not 
enacted within the period provided in subsection (b)(2), then a joint 
resolution of approval relating to the same rule may not be considered 
under this subtitle in the same Congress by either the House of 
Representatives or the Senate.
  (b)(1) A major rule shall not take effect unless the Congress enacts 
a joint resolution of approval described under section 632.
  (2) If a joint resolution described in subsection (a) is not enacted 
into law by the end of 70 session days or legislative days, as 
applicable, beginning on the date on which the report referred to in 
subsection (a)(1)(A) is received by Congress (excluding days either 
House of Congress is adjourned for more than 3 days during a session of 
Congress), then the rule described in that resolution shall be deemed 
not to be approved and such rule shall not take effect.
  (c)(1) Notwithstanding any other provision of this section (except 
subject to paragraph (3)), a major rule may take effect for one 90-
calendar-day period if the President makes a determination under 
paragraph (2) and submits written notice of such determination to the 
Congress.
  (2) Paragraph (1) applies to a determination made by the President by 
Executive order that the major rule should take effect because such 
rule is--
          (A) necessary because of an imminent threat to health or 
        safety or other emergency;
          (B) necessary for the enforcement of criminal laws;
          (C) necessary for national security; or
          (D) issued pursuant to any statute implementing an 
        international trade agreement.
  (3) An exercise by the President of the authority under this 
subsection shall have no effect on the procedures under section 632.
  (d)(1) In addition to the opportunity for review otherwise provided 
under this subtitle, in the case of any rule for which a report was 
submitted in accordance with subsection (a)(1)(A) during the period 
beginning on the date occurring--
          (A) in the case of the Senate, 60 session days; or
          (B) in the case of the House of Representatives, 60 
        legislative days,
before the date the Congress is scheduled to adjourn a session of 
Congress through the date on which the same or succeeding Congress 
first convenes its next session, sections 632 and 633 shall apply to 
such rule in the succeeding session of Congress.
  (2)(A) In applying sections 632 and 633 for purposes of such 
additional review, a rule described under paragraph (1) shall be 
treated as though--
          (i) such rule were published in the Federal Register on--
                  (I) in the case of the Senate, the 15th session day; 
                or
                  (II) in the case of the House of Representatives, the 
                15th legislative day,
        after the succeeding session of Congress first convenes; and
          (ii) a report on such rule were submitted to Congress under 
        subsection (a)(1) on such date.
  (B) Nothing in this paragraph shall be construed to affect the 
requirement under subsection (a)(1) that a report shall be submitted to 
Congress before a rule can take effect.
  (3) A rule described under paragraph (1) shall take effect as 
otherwise provided by law (including other subsections of this 
section).

SEC. 632. CONGRESSIONAL APPROVAL PROCEDURE FOR MAJOR RULES.

  (a)(1) For purposes of this section, the term ``joint resolution'' 
means only a joint resolution addressing a report classifying a rule as 
major pursuant to section 631(a)(1)(A)(iii) that--
          (A) bears no preamble;
          (B) bears the following title (with blanks filled as 
        appropriate): ``Approving the rule submitted by ___ relating to 
        ___.'';
          (C) includes after its resolving clause only the following 
        (with blanks filled as appropriate): ``That Congress approves 
        the rule submitted by ___ relating to ___.''; and
          (D) is introduced pursuant to paragraph (2).
  (2) After a House of Congress receives a report classifying a rule as 
major pursuant to section 631(a)(1)(A)(iii), the majority leader of 
that House (or his or her respective designee) shall introduce (by 
request, if appropriate) a joint resolution described in paragraph 
(1)--
          (A) in the case of the House of Representatives, within 3 
        legislative days; and
          (B) in the case of the Senate, within 3 session days.
  (3) A joint resolution described in paragraph (1) shall not be 
subject to amendment at any stage of proceeding.
  (b) A joint resolution described in subsection (a) shall be referred 
in each House of Congress to the committees having jurisdiction over 
the provision of law under which the rule is issued.
  (c) In the Senate, if the committee or committees to which a joint 
resolution described in subsection (a) has been referred have not 
reported it at the end of 15 session days after its introduction, such 
committee or committees shall be automatically discharged from further 
consideration of the resolution and it shall be placed on the calendar. 
A vote on final passage of the resolution shall be taken on or before 
the close of the 15th session day after the resolution is reported by 
the committee or committees to which it was referred, or after such 
committee or committees have been discharged from further consideration 
of the resolution.
  (d)(1) In the Senate, when the committee or committees to which a 
joint resolution is referred have reported, or when a committee or 
committees are discharged (under subsection (c)) from further 
consideration of a joint resolution described in subsection (a), it is 
at any time thereafter in order (even though a previous motion to the 
same effect has been disagreed to) for a motion to proceed to the 
consideration of the joint resolution, and all points of order against 
the joint resolution (and against consideration of the joint 
resolution) are waived. The motion is not subject to amendment, or to a 
motion to postpone, or to a motion to proceed to the consideration of 
other business. A motion to reconsider the vote by which the motion is 
agreed to or disagreed to shall not be in order. If a motion to proceed 
to the consideration of the joint resolution is agreed to, the joint 
resolution shall remain the unfinished business of the Senate until 
disposed of.
  (2) In the Senate, debate on the joint resolution, and on all 
debatable motions and appeals in connection therewith, shall be limited 
to not more than 2 hours, which shall be divided equally between those 
favoring and those opposing the joint resolution. A motion to further 
limit debate is in order and not debatable. An amendment to, or a 
motion to postpone, or a motion to proceed to the consideration of 
other business, or a motion to recommit the joint resolution is not in 
order.
  (3) In the Senate, immediately following the conclusion of the debate 
on a joint resolution described in subsection (a), and a single quorum 
call at the conclusion of the debate if requested in accordance with 
the rules of the Senate, the vote on final passage of the joint 
resolution shall occur.
  (4) Appeals from the decisions of the Chair relating to the 
application of the rules of the Senate to the procedure relating to a 
joint resolution described in subsection (a) shall be decided without 
debate.
  (e) In the House of Representatives, if any committee to which a 
joint resolution described in subsection (a) has been referred has not 
reported it to the House at the end of 15 legislative days after its 
introduction, such committee shall be discharged from further 
consideration of the joint resolution, and it shall be placed on the 
appropriate calendar. On the second and fourth Thursdays of each month 
it shall be in order at any time for the Speaker to recognize a Member 
who favors passage of a joint resolution that has appeared on the 
calendar for at least 5 legislative days to call up that joint 
resolution for immediate consideration in the House without 
intervention of any point of order. When so called up a joint 
resolution shall be considered as read and shall be debatable for 1 
hour equally divided and controlled by the proponent and an opponent, 
and the previous question shall be considered as ordered to its passage 
without intervening motion. It shall not be in order to reconsider the 
vote on passage. If a vote on final passage of the joint resolution has 
not been taken by the third Thursday on which the Speaker may recognize 
a Member under this subsection, such vote shall be taken on that day.
  (f)(1) If, before passing a joint resolution described in subsection 
(a), one House receives from the other a joint resolution having the 
same text, then--
          (A) the joint resolution of the other House shall not be 
        referred to a committee; and
          (B) the procedure in the receiving House shall be the same as 
        if no joint resolution had been received from the other House 
        until the vote on passage, when the joint resolution received 
        from the other House shall supplant the joint resolution of the 
        receiving House.
  (2) This subsection shall not apply to the House of Representatives 
if the joint resolution received from the Senate is a revenue measure.
  (g) If either House has not taken a vote on final passage of the 
joint resolution by the last day of the period described in section 
631(b)(2), then such vote shall be taken on that day.
  (h) This section and section 633 are enacted by Congress--
          (1) as an exercise of the rulemaking power of the Senate and 
        House of Representatives, respectively, and as such is deemed 
        to be part of the rules of each House, respectively, but 
        applicable only with respect to the procedure to be followed in 
        that House in the case of a joint resolution described in 
        subsection (a) and superseding other rules only where 
        explicitly so; and
          (2) with full recognition of the Constitutional right of 
        either House to change the rules (so far as they relate to the 
        procedure of that House) at any time, in the same manner and to 
        the same extent as in the case of any other rule of that House.

SEC. 633. CONGRESSIONAL DISAPPROVAL PROCEDURE FOR NONMAJOR RULES.

  (a) For purposes of this section, the term ``joint resolution'' means 
only a joint resolution introduced in the period beginning on the date 
on which the report referred to in section 631(a)(1)(A) is received by 
Congress and ending 60 days thereafter (excluding days either House of 
Congress is adjourned for more than 3 days during a session of 
Congress), the matter after the resolving clause of which is as 
follows: ``That Congress disapproves the nonmajor rule submitted by the 
___ relating to ___, and such rule shall have no force or effect.'' 
(The blank spaces being appropriately filled in).
  (b) A joint resolution described in subsection (a) shall be referred 
to the committees in each House of Congress with jurisdiction.
  (c) In the Senate, if the committee to which is referred a joint 
resolution described in subsection (a) has not reported such joint 
resolution (or an identical joint resolution) at the end of 15 session 
days after the date of introduction of the joint resolution, such 
committee may be discharged from further consideration of such joint 
resolution upon a petition supported in writing by 30 Members of the 
Senate, and such joint resolution shall be placed on the calendar.
  (d)(1) In the Senate, when the committee to which a joint resolution 
is referred has reported, or when a committee is discharged (under 
subsection (c)) from further consideration of a joint resolution 
described in subsection (a), it is at any time thereafter in order 
(even though a previous motion to the same effect has been disagreed 
to) for a motion to proceed to the consideration of the joint 
resolution, and all points of order against the joint resolution (and 
against consideration of the joint resolution) are waived. The motion 
is not subject to amendment, or to a motion to postpone, or to a motion 
to proceed to the consideration of other business. A motion to 
reconsider the vote by which the motion is agreed to or disagreed to 
shall not be in order. If a motion to proceed to the consideration of 
the joint resolution is agreed to, the joint resolution shall remain 
the unfinished business of the Senate until disposed of.
  (2) In the Senate, debate on the joint resolution, and on all 
debatable motions and appeals in connection therewith, shall be limited 
to not more than 10 hours, which shall be divided equally between those 
favoring and those opposing the joint resolution. A motion to further 
limit debate is in order and not debatable. An amendment to, or a 
motion to postpone, or a motion to proceed to the consideration of 
other business, or a motion to recommit the joint resolution is not in 
order.
  (3) In the Senate, immediately following the conclusion of the debate 
on a joint resolution described in subsection (a), and a single quorum 
call at the conclusion of the debate if requested in accordance with 
the rules of the Senate, the vote on final passage of the joint 
resolution shall occur.
  (4) Appeals from the decisions of the Chair relating to the 
application of the rules of the Senate to the procedure relating to a 
joint resolution described in subsection (a) shall be decided without 
debate.
  (e) In the Senate, the procedure specified in subsection (c) or (d) 
shall not apply to the consideration of a joint resolution respecting a 
nonmajor rule--
          (1) after the expiration of the 60 session days beginning 
        with the applicable submission or publication date; or
          (2) if the report under section 631(a)(1)(A) was submitted 
        during the period referred to in section 631(d)(1), after the 
        expiration of the 60 session days beginning on the 15th session 
        day after the succeeding session of Congress first convenes.
  (f) If, before the passage by one House of a joint resolution of that 
House described in subsection (a), that House receives from the other 
House a joint resolution described in subsection (a), then the 
following procedures shall apply:
          (1) The joint resolution of the other House shall not be 
        referred to a committee.
          (2) With respect to a joint resolution described in 
        subsection (a) of the House receiving the joint resolution--
                  (A) the procedure in that House shall be the same as 
                if no joint resolution had been received from the other 
                House; but
                  (B) the vote on final passage shall be on the joint 
                resolution of the other House.

SEC. 634. DEFINITIONS.

  For purposes of this subtitle:
          (1) The term ``Federal financial agency'' means the Consumer 
        Financial Opportunity Commission, Board of Governors of the 
        Federal Reserve System, the Commodity Futures Trading 
        Commission, the Federal Deposit Insurance Corporation, the 
        Federal Housing Finance Agency, the Office of the Comptroller 
        of the Currency, the National Credit Union Administration, and 
        the Securities and Exchange Commission.
          (2) The term ``major rule'' means any rule, including an 
        interim final rule, that the Administrator of the Office of 
        Information and Regulatory Affairs of the Office of Management 
        and Budget finds has resulted in or is likely to result in--
                  (A) an annual effect on the economy of $100 million 
                or more;
                  (B) a major increase in costs or prices for 
                consumers, individual industries, Federal, State, or 
                local government agencies, or geographic regions; or
                  (C) significant adverse effects on competition, 
                employment, investment, productivity, innovation, or on 
                the ability of United States-based enterprises to 
                compete with foreign-based enterprises in domestic and 
                export markets.
          (3) The term ``nonmajor rule'' means any rule that is not a 
        major rule.
          (4) The term ``rule'' has the meaning given such term in 
        section 551 of title 5, United States Code, except that such 
        term does not include--
                  (A) any rule of particular applicability, including a 
                rule that approves or prescribes for the future rates, 
                wages, prices, services, or allowances therefore, 
                corporate or financial structures, reorganizations, 
                mergers, or acquisitions thereof, or accounting 
                practices or disclosures bearing on any of the 
                foregoing;
                  (B) any rule relating to agency management or 
                personnel; or
                  (C) any rule of agency organization, procedure, or 
                practice that does not substantially affect the rights 
                or obligations of non-agency parties.
          (5) The term ``submission date or publication date'', except 
        as otherwise provided in this subtitle, means--
                  (A) in the case of a major rule, the date on which 
                the Congress receives the report submitted under 
                section 631(a)(1)(A); and
                  (B) in the case of a nonmajor rule, the later of--
                          (i) the date on which the Congress receives 
                        the report submitted under section 
                        631(a)(1)(A); and
                          (ii) the date on which the nonmajor rule is 
                        published in the Federal Register, if so 
                        published.

SEC. 635. JUDICIAL REVIEW.

  (a) No determination, finding, action, or omission under this 
subtitle shall be subject to judicial review.
  (b) Notwithstanding subsection (a), a court may determine whether a 
Federal financial agency has completed the necessary requirements under 
this subtitle for a rule to take effect.
  (c) The enactment of a joint resolution of approval under section 632 
shall not be interpreted to serve as a grant or modification of 
statutory authority by Congress for the promulgation of a rule, shall 
not extinguish or affect any claim, whether substantive or procedural, 
against any alleged defect in a rule, and shall not form part of the 
record before the court in any judicial proceeding concerning a rule 
except for purposes of determining whether or not the rule is in 
effect.

SEC. 636. EFFECTIVE DATE OF CERTAIN RULES.

  Notwithstanding section 631--
          (1) any rule that establishes, modifies, opens, closes, or 
        conducts a regulatory program for a commercial, recreational, 
        or subsistence activity related to hunting, fishing, or 
        camping; or
          (2) any rule other than a major rule which the Federal 
        financial agency for good cause finds (and incorporates the 
        finding and a brief statement of reasons therefore in the rule 
        issued) that notice and public procedure thereon are 
        impracticable, unnecessary, or contrary to the public interest,
shall take effect at such time as the Federal financial agency 
promulgating the rule determines.

SEC. 637. BUDGETARY EFFECTS OF RULES SUBJECT TO SECTION 632 OF THE 
                    FINANCIAL CHOICE ACT OF 2016.

  Section 257(b)(2) of the Balanced Budget and Emergency Deficit 
Control Act of 1985 is amended by adding at the end the following new 
subparagraph:
          ``(E) Budgetary effects of rules subject to section 632 of 
        the financial choice act of 2016.--Any rules subject to the 
        congressional approval procedure set forth in section 632 of 
        the Financial CHOICE Act of 2016 affecting budget authority, 
        outlays, or receipts shall be assumed to be effective unless it 
        is not approved in accordance with such section.''.

             Subtitle C--Judicial Review of Agency Actions

SEC. 641. SCOPE OF JUDICIAL REVIEW OF AGENCY ACTIONS.

  (a) In General.--Notwithstanding any other provision of law, in any 
judicial review of an agency action pursuant to chapter 7 of title 5, 
United States Code, to the extent necessary to decision and when 
presented, the reviewing court shall determine the meaning or 
applicability of the terms of an agency action and decide de novo all 
relevant questions of law, including the interpretation of 
constitutional and statutory provisions, and rules made by an agency. 
Notwithstanding any other provision of law, this section shall apply in 
any action for judicial review of agency action authorized under any 
provision of law. No law may exempt any such civil action from the 
application of this section except by specific reference to this 
section.
  (b) Agency Defined.--For purposes of this section, the term 
``agency'' means the Consumer Financial Opportunity Commission, the 
Board of Governors of the Federal Reserve System, the Commodity Futures 
Trading Commission, the Federal Deposit Insurance Corporation, the 
Federal Housing Finance Agency, the Office of the Comptroller of the 
Currency, the National Credit Union Administration, and the Securities 
and Exchange Commission.

             Subtitle D--Leadership of Financial Regulators

SEC. 651. FEDERAL DEPOSIT INSURANCE CORPORATION.

  Section 2 of the Federal Deposit Insurance Act (12 U.S.C. 1812) is 
amended--
          (1) in subsection (a)(1), by striking ``5 members'' and all 
        that follows through ``3 of whom'' and inserting the following: 
        ``5 members, who'';
          (2) by amending subsection (d) to read as follows:
  ``(d) Vacancy.--Any vacancy on the Board of Directors shall be filled 
in the manner in which the original appointment was made.''; and
          (3) in subsection (f)--
                  (A) by striking paragraph (2); and
                  (B) by redesignating paragraph (3) as paragraph (2).

SEC. 652. FEDERAL HOUSING FINANCE AGENCY.

  (a) Establishment of Board.--Section 1312 of the Federal Housing 
Enterprises Financial Safety and Soundness Act of 1992 (12 U.S.C. 4512) 
is amended--
          (1) in the heading of such section, by striking ``director'' 
        and inserting ``board of directors''; and
          (2) by striking subsections (a) and (b) and inserting the 
        following:
  ``(a) Establishment.--There is established the Board of Directors of 
the Agency, which shall serve as the head of the Agency.
  ``(b) Board of Directors.--
          ``(1) Composition of the board.--
                  ``(A) In general.--The Board shall be composed of 5 
                members who shall be appointed by the President, by and 
                with the advice and consent of the Senate, from among 
                individuals who--
                          ``(i) are citizens of the United States; and
                          ``(ii) have a demonstrated understanding of 
                        financial management or oversight, and have a 
                        demonstrated understanding of capital markets, 
                        including the mortgage securities markets and 
                        housing finance.
                  ``(B) Staggering.--The members of the Board shall 
                serve staggered terms, which initially shall be 
                established by the President for terms of 1, 2, 3, 4, 
                and 5 years, respectively.
                  ``(C) Terms.--
                          ``(i) In general.--Each member of the Board, 
                        including the Chair, shall serve for a term of 
                        5 years.
                          ``(ii) Removal.--The President may remove any 
                        member of the Board for inefficiency, neglect 
                        of duty, or malfeasance in office.
                          ``(iii) Vacancies.--Any member of the Board 
                        appointed to fill a vacancy occurring before 
                        the expiration of the term to which that 
                        member's predecessor was appointed (including 
                        the Chair) shall be appointed only for the 
                        remainder of the term.
                          ``(iv) Continuation of service.--Each member 
                        of the Board may continue to serve after the 
                        expiration of the term of office to which that 
                        member was appointed until a successor has been 
                        appointed by the President and confirmed by the 
                        Senate, except that a member may not continue 
                        to serve more than 1 year after the date on 
                        which that member's term would otherwise 
                        expire.
                          ``(v) Other employment prohibited.--No member 
                        of the Board shall engage in any other 
                        business, vocation, or employment.
          ``(2) Affiliation.--Not more than 3 members of the Board 
        shall be members of any one political party.
          ``(3) Chair of the board.--
                  ``(A) Appointment.--The Chair of the Board shall be 
                appointed by the President.
                  ``(B) Authority.--The Chair shall be the principal 
                executive officer of the Agency, and shall exercise all 
                of the executive and administrative functions of the 
                Agency, including with respect to--
                          ``(i) the appointment and supervision of 
                        personnel employed under the Agency (other than 
                        personnel employed regularly and full time in 
                        the immediate offices of members of the Board 
                        other than the Chair);
                          ``(ii) the distribution of business among 
                        personnel appointed and supervised by the Chair 
                        and among administrative units of the Agency; 
                        and
                          ``(iii) the use and expenditure of funds.
                  ``(C) Limitation.--In carrying out any of the Chair's 
                functions under the provisions of this paragraph the 
                Chair shall be governed by general policies of the 
                Agency and by such regulatory decisions, findings, and 
                determinations as the Agency may by law be authorized 
                to make.
          ``(4) No impairment by reason of vacancies.--No vacancy in 
        the members of the Board shall impair the right of the 
        remaining members of the Board to exercise all the powers of 
        the Board. Three members of the Board shall constitute a quorum 
        for the transaction of business, except that if there are only 
        3 members serving on the Board because of vacancies in the 
        Board, 2 members of the Board shall constitute a quorum for the 
        transaction of business. If there are only 2 members serving on 
        the Board because of vacancies in the Board, 2 members shall 
        constitute a quorum for the 6-month period beginning on the 
        date of the vacancy which caused the number of Board members to 
        decline to 2.
          ``(5) Compensation.--
                  ``(A) Chair.--The Chair shall receive compensation at 
                the rate prescribed for level I of the Executive 
                Schedule under section 5313 of title 5, United States 
                Code.
                  ``(B) Other members of the board.--The 4 other 
                members of the Board shall each receive compensation at 
                the rate prescribed for level II of the Executive 
                Schedule under section 5314 of title 5, United States 
                Code.
          ``(6) Initial quorum established.--During any time period 
        prior to the confirmation of at least two members of the Board, 
        one member of the Board shall constitute a quorum for the 
        transaction of business. Following the confirmation of at least 
        2 additional members of the Board, the quorum requirements of 
        paragraph (4) shall apply.''.
  (b) Conforming Amendment.--Section 5313 of title 5, United States 
Code, is amended by striking ``Director of the Federal Housing Finance 
Agency.''.
  (c) Deeming.--Any reference in a law, regulation, document, paper, or 
other record of the United States to the position of the Director of 
the Federal Housing Finance Agency shall be deemed a reference to the 
Board of Directors of the Federal Housing Finance Agency.

SEC. 653. NATIONAL CREDIT UNION ADMINISTRATION.

  Section 102 of the Federal Credit Union Act (12 U.S.C. 1752a) is 
amended--
          (1) in subsection (b)(1)--
                  (A) by striking ``three'' and inserting ``five''; and
                  (B) by striking ``two'' and inserting ``three''; and
          (2) by amending subsection (c) to read as follows:
  ``(c) Terms.--The term of office of each member of the Board shall be 
five years, and the members shall serve staggered terms. Board members 
shall not be appointed to succeed themselves. Any Board member may 
continue to serve as such after the expiration of said member's term 
until a successor has qualified.''.

SEC. 654. OFFICE OF THE COMPTROLLER OF THE CURRENCY.

  (a) Establishment of Board.--Subsection (b) of section 324 of the 
Revised Statutes of the United States (12 U.S.C. 1) is amended to read 
as follows:
  ``(b) Board of Directors.--
          ``(1) Establishment.--There is established the Board of 
        Directors of the Office of the Comptroller of the Currency 
        (hereinafter referred to as the `Board'), which shall serve as 
        the head of the Office.
          ``(2) Composition of the board.--
                  ``(A) In general.--The Board shall be composed of 5 
                members who shall be appointed by the President, by and 
                with the advice and consent of the Senate, from among 
                individuals who--
                          ``(i) are citizens of the United States; and
                          ``(ii) have strong competencies and 
                        experiences related to the banking industry.
                  ``(B) Staggering.--The members of the Board shall 
                serve staggered terms, which initially shall be 
                established by the President for terms of 1, 2, 3, 4, 
                and 5 years, respectively.
                  ``(C) Terms.--
                          ``(i) In general.--Each member of the Board, 
                        including the Chair, shall serve for a term of 
                        5 years.
                          ``(ii) Removal.--The President may remove any 
                        member of the Board for inefficiency, neglect 
                        of duty, or malfeasance in office.
                          ``(iii) Vacancies.--Any member of the Board 
                        appointed to fill a vacancy occurring before 
                        the expiration of the term to which that 
                        member's predecessor was appointed (including 
                        the Chair) shall be appointed only for the 
                        remainder of the term.
                          ``(iv) Continuation of service.--Each member 
                        of the Board may continue to serve after the 
                        expiration of the term of office to which that 
                        member was appointed until a successor has been 
                        appointed by the President and confirmed by the 
                        Senate, except that a member may not continue 
                        to serve more than 1 year after the date on 
                        which that member's term would otherwise 
                        expire.
                          ``(v) Other employment prohibited.--No member 
                        of the Board shall engage in any other 
                        business, vocation, or employment.
          ``(3) Affiliation.--Not more than 3 members of the Board 
        shall be members of any one political party.
          ``(4) Chair of the board.--
                  ``(A) Appointment.--The Chair of the Board shall be 
                appointed by the President.
                  ``(B) Authority.--The Chair shall be the principal 
                executive officer of the Office, and shall exercise all 
                of the executive and administrative functions of the 
                Office, including with respect to--
                          ``(i) the appointment and supervision of 
                        personnel employed under the Office (other than 
                        personnel employed regularly and full time in 
                        the immediate offices of members of the Board 
                        other than the Chair);
                          ``(ii) the distribution of business among 
                        personnel appointed and supervised by the Chair 
                        and among administrative units of the Office; 
                        and
                          ``(iii) the use and expenditure of funds.
                  ``(C) Limitation.--In carrying out any of the Chair's 
                functions under the provisions of this paragraph the 
                Chair shall be governed by general policies of the 
                Office and by such regulatory decisions, findings, and 
                determinations as the Office may by law be authorized 
                to make.
          ``(5) No impairment by reason of vacancies.--No vacancy in 
        the members of the Board shall impair the right of the 
        remaining members of the Board to exercise all the powers of 
        the Board. Three members of the Board shall constitute a quorum 
        for the transaction of business, except that if there are only 
        3 members serving on the Board because of vacancies in the 
        Board, 2 members of the Board shall constitute a quorum for the 
        transaction of business. If there are only 2 members serving on 
        the Board because of vacancies in the Board, 2 members shall 
        constitute a quorum for the 6-month period beginning on the 
        date of the vacancy which caused the number of Board members to 
        decline to 2.
          ``(6) Compensation.--
                  ``(A) Chair.--The Chair shall receive compensation at 
                the rate prescribed for level I of the Executive 
                Schedule under section 5313 of title 5, United States 
                Code.
                  ``(B) Other members of the board.--The 4 other 
                members of the Board shall each receive compensation at 
                the rate prescribed for level II of the Executive 
                Schedule under section 5314 of title 5, United States 
                Code.
          ``(7) Initial quorum established.--During any time period 
        prior to the confirmation of at least two members of the Board, 
        one member of the Board shall constitute a quorum for the 
        transaction of business. Following the confirmation of at least 
        2 additional members of the Board, the quorum requirements of 
        paragraph (5) shall apply.''.
  (b) Conforming Amendment.--Section 5314 of title 5, United States 
Code, is amended by striking ``Comptroller of the Currency.''.
  (c) Deeming.--Any reference in a law, regulation, document, paper, or 
other record of the United States to the position of the Comptroller of 
the Currency shall be deemed a reference to the Board of Directors of 
the Office of the Comptroller of the Currency.

         Subtitle E--Congressional Oversight of Appropriations

SEC. 661. BRINGING THE FEDERAL DEPOSIT INSURANCE CORPORATION INTO THE 
                    REGULAR APPROPRIATIONS PROCESS.

  (a) In General.--Section 10 of the Federal Deposit Insurance Act (12 
U.S.C. 1820) is amended--
          (1) in subsection (a)--
                  (A) by striking ``(a) The'' and inserting the 
                following:
  ``(a) Powers.--
          ``(1) In general.--The'';
                  (B) by inserting ``, subject to paragraph (2) and 
                subsection (l),'' after ``The Board of Directors of the 
                Corporation''; and
                  (C) by adding at the end the following new paragraph:
          ``(2) Appropriations requirement.--The Corporation may only 
        incur obligations or allow and pay expenses pursuant to an 
        appropriations Act, other than with respect to obligations or 
        expenses paid for with funds from the Deposit Insurance Fund or 
        incurred, allowed, or paid for the purpose of carrying out the 
        insurance function of the Corporation.''; and
          (2) by adding at the end the following new subsection:
  ``(l) Non-insurance Fees as Offsetting Collections.--Any fees 
collected by the Corporation, except pursuant to section 5(d), shall be 
deposited and credited as offsetting collections to the account 
providing appropriations to the Corporation.''.
  (b) Effective Date.--The amendments made by this section shall apply 
with respect to expenses paid and fees collected on or after the date 
that is 90 days after the date of the enactment of the first 
appropriation Act that provides for appropriations to the Federal 
Deposit Insurance Corporation and that is enacted after the date of the 
enactment of this Act.

SEC. 662. BRINGING THE FEDERAL HOUSING FINANCE AGENCY INTO THE REGULAR 
                    APPROPRIATIONS PROCESS.

  (a) In General.--Section 1316(f) of the Housing and Community 
Development Act of 1992 (12 U.S.C. 4516(f)) is amended to read as 
follows:
  ``(f) Appropriations Requirement; Assessments Deposited as Offsetting 
Collections.--
          ``(1) Appropriations requirement.--The Agency may only incur 
        obligations or allow and pay expenses pursuant to an 
        appropriations Act.
          ``(2) Offsetting collections.--Any assessments or other fees 
        collected by the Agency shall be deposited and credited as 
        offsetting collections to the account providing appropriations 
        to the Agency.''.
  (b) Effective Date.--The amendments made by this section shall apply 
with respect to expenses paid and fees collected on or after the date 
that is 90 days after the date of the enactment of the first 
appropriation Act that provides for appropriations to the Federal 
Housing Finance Agency and that is enacted after the date of the 
enactment of this Act.

SEC. 663. BRINGING THE NATIONAL CREDIT UNION ADMINISTRATION INTO THE 
                    REGULAR APPROPRIATIONS PROCESS.

  (a) In General.--Section 105 of the Federal Credit Union Act (12 
U.S.C. 1755) is amended by striking subsections (d) and (e) and 
inserting the following:
  ``(d) Appropriations Requirement.--The Administration may only incur 
obligations or allow and pay expenses pursuant to an appropriations 
Act, other than with respect to obligations or expenses paid for with 
funds from the National Credit Union Share Insurance Fund or incurred, 
allowed, or paid for the purpose of carrying out the insurance function 
of the Administration.
  ``(e) Non-insurance Fees as Offsetting Collections.--Any fees 
collected by the Administration, except for insurance fees collected 
under title II, shall be deposited and credited as offsetting 
collections to the account providing appropriations to the 
Administration.''.
  (b) Effective Date.--The amendments made by this section shall apply 
with respect to expenses paid and fees collected on or after the date 
that is 90 days after the date of the enactment of the first 
appropriation Act that provides for appropriations to the National 
Credit Union Administration and that is enacted after the date of the 
enactment of this Act.

SEC. 664. BRINGING THE OFFICE OF THE COMPTROLLER OF THE CURRENCY INTO 
                    THE REGULAR APPROPRIATIONS PROCESS.

  (a) In General.--Section 5240A of the Revised Statutes of the United 
States is amended--
          (1) by striking ``Sec. 5240A. The Comptroller of the Currency 
        may'' and inserting the following:

``SEC. 5240A. APPROPRIATIONS REQUIREMENT; ASSESSMENTS DEPOSITED AS 
                    OFFSETTING COLLECTIONS.

  ``(a) In General.--The Board of Directors of the Office of the 
Comptroller of the Currency may'';
          (2) by striking ``Funds derived'' and all that follows 
        through the end of the section; and
          (3) by adding at the end the following:
  ``(b) Appropriations Requirement.--The Chair of the Board of 
Directors of the Office of the Comptroller of the Currency may only 
incur obligations or allow and pay expenses pursuant to an 
appropriations Act.
  ``(c) Offsetting Collections.--Any assessments or other fees 
collected by the Chair shall be deposited and credited as offsetting 
collections to the account providing appropriations to the Board of 
Directors of the Office of the Comptroller of the Currency.''.
  (b) Effective Date.--The amendments made by this section shall apply 
with respect to expenses paid and fees collected on or after the date 
that is 90 days after the date of the enactment of the first 
appropriation Act that provides for appropriations to the Board of 
Directors of the Office of the Comptroller of the Currency and that is 
enacted after the date of the enactment of this Act.

SEC. 665. BRINGING THE NON-MONETARY POLICY RELATED FUNCTIONS OF THE 
                    BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM 
                    INTO THE REGULAR APPROPRIATIONS PROCESS.

  The Federal Reserve Act is amended by inserting after section 11B the 
following:

``SEC. 11C. APPROPRIATIONS REQUIREMENT FOR NON-MONETARY POLICY RELATED 
                    ADMINISTRATIVE COSTS.

  ``(a) Appropriations Requirement.--The Board of Governors of the 
Federal Reserve System and the Federal reserve banks may only incur 
obligations or allow and pay expenses with respect to non-monetary 
policy related administrative costs pursuant to an appropriations Act.
  ``(b) Earnings and Assessments Used to Recover the Cost of 
Appropriations.--
          ``(1) In general.--Except as provided under paragraph (2) and 
        notwithstanding any other provision of law, all earnings of the 
        Board of Governors of the Federal Reserve System and the 
        Federal reserve banks and all amounts collected pursuant to 
        section 11(t) that would, absent this section, be used to fund 
        the non-monetary policy related administrative costs of the 
        Board of Governors of the Federal Reserve System and each of 
        the Federal reserve banks shall be deposited into the general 
        fund of the Treasury and credited as offsetting collections for 
        the amounts appropriated to fund such non-monetary policy 
        related administrative costs.
          ``(2) No deposits in excess of appropriations.--The amount 
        deposited pursuant to paragraph (1) with respect to a fiscal 
        year shall not exceed the amount appropriated to fund the non-
        monetary policy related administrative costs of the Board of 
        Governors of the Federal Reserve System and each of the Federal 
        reserve banks for such fiscal year.
  ``(c) Definitions.--For purposes of this section:
          ``(1) Monetary policy.--The term `monetary policy' means a 
        strategy for producing a generally acceptable exchange medium 
        that supports the productive employment of economic resources 
        by reliably serving as both a unit of account and store of 
        value.
          ``(2) Non-monetary policy related administrative costs.--The 
        term `non-monetary policy related administrative costs' means 
        administrative costs not related to the conduct of monetary 
        policy, and include--
                  ``(A) direct operating expenses for supervising and 
                regulating entities supervised and regulated by the 
                Board of Governors of the Federal Reserve System, 
                including conducting examinations, conducting stress 
                tests, communicating with the entities regarding 
                supervisory matters and laws, and regulations;
                  ``(B) operating expenses for activities integral to 
                carrying out supervisory and regulatory 
                responsibilities, such as training staff in the 
                supervisory function, research and analysis functions 
                including library subscription services, and collecting 
                and processing regulatory reports filed by supervised 
                institutions; and
                  ``(C) support, overhead, and pension expenses related 
                to the items described under subparagraphs (A) and 
                (B).''.

                  Subtitle F--International Processes

SEC. 671. REQUIREMENTS FOR INTERNATIONAL PROCESSES.

  (a) Board of Governors Requirements.--Section 11 of the Federal 
Reserve Act (12 U.S.C. 248), as amended by section 706, is further 
amended by adding at the end the following new subsection:
  ``(w) International Processes.--
          ``(1) Notice of process; consultation.--At least 30 calendar 
        days before any member or employee of the Board of Governors of 
        the Federal Reserve System participates in a process of setting 
        financial standards as a part of any foreign or multinational 
        entity, the Board of Governors shall--
                  ``(A) issue a notice of the process, including the 
                subject matter, scope, and goals of the process, to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, Housing, 
                and Urban Affairs of the Senate;
                  ``(B) make such notice available to the public, 
                including on the website of the Board of Governors; and
                  ``(C) solicit public comment, and consult with the 
                committees described under subparagraph (A), with 
                respect to the subject matter, scope, and goals of the 
                process.
          ``(2) Public reports on process.--After the end of any 
        process described under paragraph (1), the Board of Governors 
        shall issue a public report on the topics that were discussed 
        during the process and any new or revised rulemakings or policy 
        changes that the Board of Governors believes should be 
        implemented as a result of the process.
          ``(3) Notice of agreements; consultation.--At least 90 
        calendar days before any member or employee of the Board of 
        Governors of the Federal Reserve System participates in a 
        process of setting financial standards as a part of any foreign 
        or multinational entity, the Board of Governors shall--
                  ``(A) issue a notice of agreement to the Committee on 
                Financial Services of the House of Representatives and 
                the Committee on Banking, Housing, and Urban Affairs of 
                the Senate;
                  ``(B) make such notice available to the public, 
                including on the website of the Board of Governors; and
                  ``(C) consult with the committees described under 
                subparagraph (A) with respect to the nature of the 
                agreement and any anticipated effects such agreement 
                will have on the economy.
          ``(4) Definition.--For purposes of this subsection, the term 
        `process' shall include any official proceeding or meeting on 
        financial regulation of a recognized international organization 
        with authority to set financial standards on a global or 
        regional level, including the Financial Stability Board, the 
        Basel Committee on Banking Supervision (or a similar 
        organization), and the International Association of Insurance 
        Supervisors (or a similar organization).''.
  (b) FDIC Requirements.--The Federal Deposit Insurance Act (12 U.S.C. 
1811 et seq.) is amended by adding at the end the following new 
section:

``SEC. 51. INTERNATIONAL PROCESSES.

  ``(a) Notice of Process; Consultation.--At least 30 calendar days 
before the Board of Directors participates in a process of setting 
financial standards as a part of any foreign or multinational entity, 
the Board of Directors shall--
          ``(1) issue a notice of the process, including the subject 
        matter, scope, and goals of the process, to the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate;
          ``(2) make such notice available to the public, including on 
        the website of the Corporation; and
          ``(3) solicit public comment, and consult with the committees 
        described under paragraph (1), with respect to the subject 
        matter, scope, and goals of the process.
  ``(b) Public Reports on Process.--After the end of any process 
described under subsection (a), the Board of Directors shall issue a 
public report on the topics that were discussed at the process and any 
new or revised rulemakings or policy changes that the Board of 
Directors believes should be implemented as a result of the process.
  ``(c) Notice of Agreements; Consultation.--At least 90 calendar days 
before the Board of Directors participates in a process of setting 
financial standards as a part of any foreign or multinational entity, 
the Board of Directors shall--
          ``(1) issue a notice of agreement to the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate;
          ``(2) make such notice available to the public, including on 
        the website of the Corporation; and
          ``(3) consult with the committees described under paragraph 
        (1) with respect to the nature of the agreement and any 
        anticipated effects such agreement will have on the economy.
  ``(d) Definition.--For purposes of this section, the term `process' 
shall include any official proceeding or meeting on financial 
regulation of a recognized international organization with authority to 
set financial standards on a global or regional level, including the 
Financial Stability Board, the Basel Committee on Banking Supervision 
(or a similar organization), and the International Association of 
Insurance Supervisors (or a similar organization).''.
  (c) Treasury Requirements.--Section 325 of title 31, United States 
Code, is amended by adding at the end the following new subsection:
  ``(d) International Processes.--
          ``(1) Notice of process; consultation.--At least 30 calendar 
        days before the Secretary participates in a process of setting 
        financial standards as a part of any foreign or multinational 
        entity, the Secretary shall--
                  ``(A) issue a notice of the process, including the 
                subject matter, scope, and goals of the process, to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, Housing, 
                and Urban Affairs of the Senate;
                  ``(B) make such notice available to the public, 
                including on the website of the Department of the 
                Treasury; and
                  ``(C) solicit public comment, and consult with the 
                committees described under subparagraph (A), with 
                respect to the subject matter, scope, and goals of the 
                process.
          ``(2) Public reports on process.--After the end of any 
        process described under paragraph (1), the Secretary shall 
        issue a public report on the topics that were discussed at the 
        process and any new or revised rulemakings or policy changes 
        that the Secretary believes should be implemented as a result 
        of the process.
          ``(3) Notice of agreements; consultation.--At least 90 
        calendar days before the Secretary participates in a process of 
        setting financial standards as a part of any foreign or 
        multinational entity, the Secretary shall--
                  ``(A) issue a notice of agreement to the Committee on 
                Financial Services of the House of Representatives and 
                the Committee on Banking, Housing, and Urban Affairs of 
                the Senate;
                  ``(B) make such notice available to the public, 
                including on the website of the Department of the 
                Treasury; and
                  ``(C) consult with the committees described under 
                subparagraph (A) with respect to the nature of the 
                agreement and any anticipated effects such agreement 
                will have on the economy.
          ``(4) Definition.--For purposes of this subsection, the term 
        `process' shall include any official proceeding or meeting on 
        financial regulation of a recognized international organization 
        with authority to set financial standards on a global or 
        regional level, including the Financial Stability Board, the 
        Basel Committee on Banking Supervision (or a similar 
        organization), and the International Association of Insurance 
        Supervisors (or a similar organization).''.
  (d) OCC Requirements.--Chapter one of title LXII of the Revised 
Statutes of the United States (12 U.S.C. 21 et seq.) is amended--
          (1) by adding at the end the following new section:

``SEC. 5156B. INTERNATIONAL PROCESSES.

  ``(a) Notice of Process; Consultation.--At least 30 calendar days 
before the Board of Directors of the Office of the Comptroller of the 
Currency participates in a process of setting financial standards as a 
part of any foreign or multinational entity, the Board of Directors 
shall--
          ``(1) issue a notice of the process, including the subject 
        matter, scope, and goals of the process, to the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate;
          ``(2) make such notice available to the public, including on 
        the website of the Office of the Comptroller of the Currency; 
        and
          ``(3) solicit public comment, and consult with the committees 
        described under paragraph (1), with respect to the subject 
        matter, scope, and goals of the process.
  ``(b) Public Reports on Process.--After the end of any process 
described under subsection (a), the Board of Directors shall issue a 
public report on the topics that were discussed at the process and any 
new or revised rulemakings or policy changes that the Board of 
Directors believes should be implemented as a result of the process.
  ``(c) Notice of Agreements; Consultation.--At least 90 calendar days 
before the Board of Directors participates in a process of setting 
financial standards as a part of any foreign or multinational entity, 
the Board of Directors shall--
          ``(1) issue a notice of agreement to the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate;
          ``(2) make such notice available to the public, including on 
        the website of the Office of the Comptroller of the Currency; 
        and
          ``(3) consult with the committees described under paragraph 
        (1) with respect to the nature of the agreement and any 
        anticipated effects such agreement will have on the economy.
  ``(d) Definition.--For purposes of this section, the term `process' 
shall include any official proceeding or meeting on financial 
regulation of a recognized international organization with authority to 
set financial standards on a global or regional level, including the 
Financial Stability Board, the Basel Committee on Banking Supervision 
(or a similar organization), and the International Association of 
Insurance Supervisors (or a similar organization).''; and
          (2) in the table of contents for such chapter, by adding at 
        the end the following new item:

``5156B. International processes.''.

  (e) Securities and Exchange Commission Requirements.--Section 4 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78d) is amended by 
adding at the end the following new subsection:
  ``(j) International Processes.--
          ``(1) Notice of process; consultation.--At least 30 calendar 
        days before the Commission participates in a process of setting 
        financial standards as a part of any foreign or multinational 
        entity, the Commission shall--
                  ``(A) issue a notice of the process, including the 
                subject matter, scope, and goals of the process, to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, Housing, 
                and Urban Affairs of the Senate;
                  ``(B) make such notice available to the public, 
                including on the website of the Commission; and
                  ``(C) solicit public comment, and consult with the 
                committees described under subparagraph (A), with 
                respect to the subject matter, scope, and goals of the 
                process.
          ``(2) Public reports on process.--After the end of any 
        process described under paragraph (1), the Commission shall 
        issue a public report on the topics that were discussed at the 
        process and any new or revised rulemakings or policy changes 
        that the Commission believes should be implemented as a result 
        of the process.
          ``(3) Notice of agreements; consultation.--At least 90 
        calendar days before the Commission participates in a process 
        of setting financial standards as a part of any foreign or 
        multinational entity, the Commission shall--
                  ``(A) issue a notice of agreement to the Committee on 
                Financial Services of the House of Representatives and 
                the Committee on Banking, Housing, and Urban Affairs of 
                the Senate;
                  ``(B) make such notice available to the public, 
                including on the website of the Commission; and
                  ``(C) consult with the committees described under 
                subparagraph (A) with respect to the nature of the 
                agreement and any anticipated effects such agreement 
                will have on the economy.
          ``(4) Definition.--For purposes of this subsection, the term 
        `process' shall include any official proceeding or meeting on 
        financial regulation of a recognized international organization 
        with authority to set financial standards on a global or 
        regional level, including the Financial Stability Board, the 
        Basel Committee on Banking Supervision (or a similar 
        organization), and the International Association of Insurance 
        Supervisors (or a similar organization).''.
  (f) Commodity Futures Trading Commission Requirements.--Section 2 of 
the Commodity Exchange Act (7 U.S.C. 2) is amended by adding at the end 
the following:
  ``(k) International Processes.--
          ``(1) Notice of process; consultation.--At least 30 calendar 
        days before the Commission participates in a process of setting 
        financial standards as a part of any foreign or multinational 
        entity, the Commission shall--
                  ``(A) issue a notice of the process, including the 
                subject matter, scope, and goals of the process, to--
                          ``(i) the Committees on Financial Services 
                        and Agriculture of the House of 
                        Representatives; and
                          ``(ii) the Committees on Banking, Housing, 
                        and Urban Affairs and Agriculture, Nutrition, 
                        and Forestry of the Senate;
                  ``(B) make such notice available to the public, 
                including on the website of the Commission; and
                  ``(C) solicit public comment, and consult with the 
                committees described under subparagraph (A), with 
                respect to the subject matter, scope, and goals of the 
                process.
          ``(2) Public reports on process.--After the end of any 
        process described under paragraph (1), the Commission shall 
        issue a public report on the topics that were discussed during 
        the process and any new or revised rulemakings or policy 
        changes that the Commission believes should be implemented as a 
        result of the process.
          ``(3) Notice of agreements; consultation.--At least 90 
        calendar days before the Commission participates in a process 
        of setting financial standards as a part of any foreign or 
        multinational entity, the Commission shall--
                  ``(A) issue a notice of agreement to--
                          ``(i) the Committees on Financial Services 
                        and Agriculture of the House of 
                        Representatives; and
                          ``(ii) the Committees on Banking, Housing, 
                        and Urban Affairs and Agriculture, Nutrition, 
                        and Forestry of the Senate;
                  ``(B) make such notice available to the public, 
                including on the website of the Commission; and
                  ``(C) consult with the committees described under 
                subparagraph (A) with respect to the nature of the 
                agreement and any anticipated effects such agreement 
                will have on the economy.
          ``(4) Definition.--For purposes of this subsection, the term 
        `process' shall include any official proceeding or meeting on 
        financial regulation of a recognized international organization 
        with authority to set financial standards on a global or 
        regional level, including the Financial Stability Board, the 
        Basel Committee on Banking Supervision (or a similar 
        organization), and the International Association of Insurance 
        Supervisors (or a similar organization).''.

           TITLE VII--FED OVERSIGHT REFORM AND MODERNIZATION

SEC. 701. REQUIREMENTS FOR POLICY RULES OF THE FEDERAL OPEN MARKET 
                    COMMITTEE.

  The Federal Reserve Act (12 U.S.C. 221 et seq.) is amended by 
inserting after section 2B the following new section:

``SEC. 2C. DIRECTIVE POLICY RULES OF THE FEDERAL OPEN MARKET COMMITTEE.

  ``(a) Definitions.--In this section the following definitions shall 
apply:
          ``(1) Appropriate congressional committees.--The term 
        `appropriate congressional committees' means the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate.
          ``(2) Directive policy rule.--The term `Directive Policy 
        Rule' means a policy rule developed by the Federal Open Market 
        Committee that meets the requirements of subsection (c) and 
        that provides the basis for the Open Market Operations 
        Directive.
          ``(3) GDP.--The term `GDP' means the gross domestic product 
        of the United States as computed and published by the 
        Department of Commerce.
          ``(4) Intermediate policy input.--The term `Intermediate 
        Policy Input'--
                  ``(A) may include any variable determined by the 
                Federal Open Market Committee as a necessary input to 
                guide open-market operations;
                  ``(B) shall include an estimate of, and the method of 
                calculation for, the current rate of inflation or 
                current inflation expectations; and
                  ``(C) shall include, specifying whether the variable 
                or estimate is historical, current, or a forecast and 
                the method of calculation, at least one of--
                          ``(i) an estimate of real GDP, nominal GDP, 
                        or potential GDP;
                          ``(ii) an estimate of the monetary aggregate 
                        compiled by the Board of Governors of the 
                        Federal Reserve System and Federal reserve 
                        banks; or
                          ``(iii) an interactive variable or a net 
                        estimate composed of the estimates described in 
                        clauses (i) and (ii).
          ``(5) Legislative day.--The term `legislative day' means a 
        day on which either House of Congress is in session.
          ``(6) Open market operations directive.--The term `Open 
        Market Operations Directive' means an order to achieve a 
        specified Policy Instrument Target provided to the Federal 
        Reserve Bank of New York by the Federal Open Market Committee 
        pursuant to powers authorized under section 14 of this Act that 
        guide open-market operations.
          ``(7) Policy instrument.--The term `Policy Instrument' 
        means--
                  ``(A) the nominal Federal funds rate;
                  ``(B) the nominal rate of interest paid on 
                nonborrowed reserves; or
                  ``(C) the discount window primary credit interest 
                rate most recently published on the Federal Reserve 
                Statistical Release on selected interest rates (daily 
                or weekly), commonly referred to as the H.15 release.
          ``(8) Policy instrument target.--The term `Policy Instrument 
        Target' means the target for the Policy Instrument specified in 
        the Open Market Operations Directive.
          ``(9) Reference policy rule.--The term `Reference Policy 
        Rule' means a calculation of the nominal Federal funds rate as 
        equal to the sum of the following:
                  ``(A) The rate of inflation over the previous four 
                quarters.
                  ``(B) One-half of the percentage deviation of the 
                real GDP from an estimate of potential GDP.
                  ``(C) One-half of the difference between the rate of 
                inflation over the previous four quarters and two 
                percent.
                  ``(D) Two percent.
  ``(b) Submitting a Directive Policy Rule.--Not later than 48 hours 
after the end of a meeting of the Federal Open Market Committee, the 
Chairman of the Federal Open Market Committee shall submit to the 
appropriate congressional committees and the Comptroller General of the 
United States a Directive Policy Rule and a statement that identifies 
the members of the Federal Open Market Committee who voted in favor of 
the Rule.
  ``(c) Requirements for a Directive Policy Rule.--A Directive Policy 
Rule shall--
          ``(1) identify the Policy Instrument the Directive Policy 
        Rule is designed to target;
          ``(2) describe the strategy or rule of the Federal Open 
        Market Committee for the systematic quantitative adjustment of 
        the Policy Instrument Target to respond to a change in the 
        Intermediate Policy Inputs;
          ``(3) include a function that comprehensively models the 
        interactive relationship between the Intermediate Policy 
        Inputs;
          ``(4) include the coefficients of the Directive Policy Rule 
        that generate the current Policy Instrument Target and a range 
        of predicted future values for the Policy Instrument Target if 
        changes occur in any Intermediate Policy Input;
          ``(5) describe the procedure for adjusting the supply of bank 
        reserves to achieve the Policy Instrument Target;
          ``(6) include a statement as to whether the Directive Policy 
        Rule substantially conforms to the Reference Policy Rule and, 
        if applicable--
                  ``(A) an explanation of the extent to which it 
                departs from the Reference Policy Rule;
                  ``(B) a detailed justification for that departure; 
                and
                  ``(C) a description of the circumstances under which 
                the Directive Policy Rule may be amended in the future;
          ``(7) include a certification that such Rule is expected to 
        support the economy in achieving stable prices and maximum 
        natural employment over the long term;
          ``(8) include a calculation that describes with mathematical 
        precision the expected annual inflation rate over a 5-year 
        period; and
          ``(9) include a plan to use the most accurate data, subject 
        to all historical revisions, for inputs into the Directive 
        Policy Rule and the Reference Policy Rule.
  ``(d) GAO Report.--The Comptroller General of the United States shall 
compare the Directive Policy Rule submitted under subsection (b) with 
the rule that was most recently submitted to determine whether the 
Directive Policy Rule has materially changed. If the Directive Policy 
Rule has materially changed, the Comptroller General shall, not later 
than 7 days after each meeting of the Federal Open Market Committee, 
prepare and submit a compliance report to the appropriate congressional 
committees specifying whether the Directive Policy Rule submitted after 
that meeting and the Federal Open Market Committee are in compliance 
with this section.
  ``(e) Changing Market Conditions.--
          ``(1) Rule of construction.--Nothing in this Act shall be 
        construed to require that the plans with respect to the 
        systematic quantitative adjustment of the Policy Instrument 
        Target described under subsection (c)(2) be implemented if the 
        Federal Open Market Committee determines that such plans cannot 
        or should not be achieved due to changing market conditions.
          ``(2) GAO approval of update.--Upon determining that plans 
        described in paragraph (1) cannot or should not be achieved, 
        the Federal Open Market Committee shall submit an explanation 
        for that determination and an updated version of the Directive 
        Policy Rule to the Comptroller General of the United States and 
        the appropriate congressional committees not later than 48 
        hours after making the determination. The Comptroller General 
        shall, not later than 48 hours after receiving such updated 
        version, prepare and submit to the appropriate congressional 
        committees a compliance report determining whether such updated 
        version and the Federal Open Market Committee are in compliance 
        with this section.
  ``(f) Directive Policy Rule and Federal Open Market Committee Not in 
Compliance.--
          ``(1) In general.--If the Comptroller General of the United 
        States determines that the Directive Policy Rule and the 
        Federal Open Market Committee are not in compliance with this 
        section in the report submitted pursuant to subsection (d), or 
        that the updated version of the Directive Policy Rule and the 
        Federal Open Market Committee are not in compliance with this 
        section in the report submitted pursuant to subsection (e)(2), 
        the Chairman of the Board of Governors of the Federal Reserve 
        System shall, if requested by the chairman of either of the 
        appropriate congressional committees, not later than 7 
        legislative days after such request, testify before such 
        committee as to why the Directive Policy Rule, the updated 
        version, or the Federal Open Market Committee is not in 
        compliance.
          ``(2) GAO audit.--Notwithstanding subsection (b) of section 
        714 of title 31, United States Code, upon submitting a report 
        of noncompliance pursuant to subsection (d) or subsection 
        (e)(2) and after the period of 7 legislative days described in 
        paragraph (1), the Comptroller General shall audit the conduct 
        of monetary policy by the Board of Governors of the Federal 
        Reserve System and the Federal Open Market Committee upon 
        request of the appropriate congressional committee. Such 
        committee may specify the parameters of such audit.
  ``(g) Congressional Hearings.--The Chairman of the Board of Governors 
of the Federal Reserve System shall, if requested by the chairman of 
either of the appropriate congressional committees and not later than 7 
legislative days after such request, appear before such committee to 
explain any change to the Directive Policy Rule.''.

SEC. 702. FEDERAL OPEN MARKET COMMITTEE BLACKOUT PERIOD.

  Section 12A of the Federal Reserve Act (12 U.S.C. 263) is amended by 
adding at the end the following new subsection:
  ``(d) Blackout Period.--
          ``(1) In general.--During a blackout period, the only public 
        communications that may be made by members and staff of the 
        Committee with respect to macroeconomic or financial 
        developments or about current or prospective monetary policy 
        issues are the following:
                  ``(A) The dissemination of published data, surveys, 
                and reports that have been cleared for publication by 
                the Board of Governors of the Federal Reserve System.
                  ``(B) Answers to technical questions specific to a 
                data release.
                  ``(C) Communications with respect to the prudential 
                or supervisory functions of the Board of Governors.
          ``(2) Blackout period defined.--For purposes of this 
        subsection, and with respect to a meeting of the Committee 
        described under subsection (a), the term `blackout period' 
        means the time period that--
                  ``(A) begins immediately after midnight on the day 
                that is one week prior to the date on which such 
                meeting takes place; and
                  ``(B) ends at midnight on the day after the date on 
                which such meeting takes place.
          ``(3) Exemption for chairman of the board of governors.--
        Nothing in this section shall prohibit the Chairman of the 
        Board of Governors of the Federal Reserve System from 
        participating in or issuing public communications.''.

SEC. 703. MEMBERSHIP OF FEDERAL OPEN MARKET COMMITTEE.

  Section 12A(a) of the Federal Reserve Act (12 U.S.C. 263(a)) is 
amended--
          (1) in the first sentence, by striking ``five'' and inserting 
        ``six'';
          (2) in the second sentence, by striking ``One by the board of 
        directors'' and all that follows through the period at the end 
        and inserting the following: ``One by the boards of directors 
        of the Federal Reserve Banks of New York and Boston; one by the 
        boards of directors of the Federal Reserve Banks of 
        Philadelphia and Cleveland; one by the boards of directors of 
        the Federal Reserve Banks of Richmond and Atlanta; one by the 
        boards of directors of the Federal Reserve Banks of Chicago and 
        St. Louis; one by the boards of directors of the Federal 
        Reserve Banks of Minneapolis and Kansas City; and one by the 
        boards of directors of the Federal Reserve Banks of Dallas and 
        San Francisco.''; and
          (3) by inserting after the second sentence the following: 
        ``In odd numbered calendar years, one representative shall be 
        elected from each of the Federal Reserve Banks of Boston, 
        Philadelphia, Richmond, Chicago, Minneapolis, and Dallas. In 
        even-numbered calendar years, one representative shall be 
        elected from each of the Federal Reserve Banks of New York, 
        Cleveland, Atlanta, St. Louis, Kansas City, and San 
        Francisco.''.

SEC. 704. FREQUENCY OF TESTIMONY OF THE CHAIRMAN OF THE BOARD OF 
                    GOVERNORS OF THE FEDERAL RESERVE SYSTEM TO 
                    CONGRESS.

  (a) In General.--Section 2B of the Federal Reserve Act (12 U.S.C. 
225b) is amended--
          (1) by striking ``semi-annual'' each place it appears and 
        inserting ``quarterly''; and
          (2) in subsection (a)(2)--
                  (A) by inserting ``and October 20'' after ``July 20'' 
                each place it appears; and
                  (B) by inserting ``and May 20'' after ``February 20'' 
                each place it appears.
  (b) Conforming Amendment.--Paragraph (12) of section 10 of the 
Federal Reserve Act (12 U.S.C. 247b(12)) is amended by striking ``semi-
annual'' and inserting ``quarterly''.

SEC. 705. VICE CHAIRMAN FOR SUPERVISION REPORT REQUIREMENT.

  Paragraph (12) of section 10 of the Federal Reserve Act (12 U.S.C. 
247(b)) is amended--
          (1) by redesignating such paragraph as paragraph (11); and
          (2) in such paragraph, by adding at the end the following: 
        ``In each such appearance, the Vice Chairman for Supervision 
        shall provide written testimony that includes the status of all 
        pending and anticipated rulemakings that are being made by the 
        Board of Governors of the Federal Reserve System. If, at the 
        time of any appearance described in this paragraph, the 
        position of Vice Chairman for Supervision is vacant, the Vice 
        Chairman for the Board of Governors of the Federal Reserve 
        System (who has the responsibility to serve in the absence of 
        the Chairman) shall appear instead and provide the required 
        written testimony. If, at the time of any appearance described 
        in this paragraph, both Vice Chairman positions are vacant, the 
        Chairman of the Board of Governors of the Federal Reserve 
        System shall appear instead and provide the required written 
        testimony.''.

SEC. 706. SALARIES, FINANCIAL DISCLOSURES, AND OFFICE STAFF OF THE 
                    BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.

  (a) In General.--Section 11 of the Federal Reserve Act (12 U.S.C. 
248) is amended--
          (1) by redesignating the second subsection (s) (relating to 
        ``Assessments, Fees, and Other Charges for Certain Companies'') 
        as subsection (t); and
          (2) by adding at the end the following new subsections:
  ``(u) Ethics Standards for Members and Employees.--
          ``(1) Prohibited and restricted financial interests and 
        transactions.--The members and employees of the Board of 
        Governors of the Federal Reserve System shall be subject to the 
        provisions under section 4401.102 of title 5, Code of Federal 
        Regulations, to the same extent as such provisions apply to an 
        employee of the Securities and Exchange Commission.
          ``(2) Treatment of brokerage accounts and availability of 
        account statements.--The members and employees of the Board of 
        Governors of the Federal Reserve System shall--
                  ``(A) disclose all brokerage accounts that they 
                maintain, as well as those in which they control 
                trading or have a financial interest (including managed 
                accounts, trust accounts, investment club accounts, and 
                the accounts of spouses or minor children who live with 
                the member or employee); and
                  ``(B) with respect to any securities account that the 
                member or employee is required to disclose to the Board 
                of Governors, authorize their brokers and dealers to 
                send duplicate account statements directly to Board of 
                Governors.
          ``(3) Prohibitions related to outside employment and 
        activities.--The members and employees of the Board of 
        Governors of the Federal Reserve System shall be subject to the 
        prohibitions related to outside employment and activities 
        described under section 4401.103(c) of title 5, Code of Federal 
        Regulations, to the same extent as such prohibitions apply to 
        an employee of the Securities and Exchange Commission.
          ``(4) Additional ethics standards.--The members and employees 
        of the Board of Governors of the Federal Reserve System shall 
        be subject to--
                  ``(A) the employee responsibilities and conduct 
                regulations of the Office of Personnel Management under 
                part 735 of title 5, Code of Federal Regulations;
                  ``(B) the canons of ethics contained in subpart C of 
                part 200 of title 17, Code of Federal Regulations, to 
                the same extent as such subpart applies to the 
                employees of the Securities and Exchange Commission; 
                and
                  ``(C) the regulations concerning the conduct of 
                members and employees and former members and employees 
                contained in subpart M of part 200 of title 17, Code of 
                Federal Regulations, to the same extent as such subpart 
                applies to the employees of the Securities and Exchange 
                Commission.
  ``(v) Disclosure of Staff Salaries and Financial Information.--The 
Board of Governors of the Federal Reserve System shall make publicly 
available, on the website of the Board of Governors, a searchable 
database that contains the names of all members, officers, and 
employees of the Board of Governors who receive an annual salary in 
excess of the annual rate of basic pay for GS-15 of the General 
Schedule, and--
          ``(1) the yearly salary information for such individuals, 
        along with any nonsalary compensation received by such 
        individuals; and
          ``(2) any financial disclosures required to be made by such 
        individuals.''.
  (b) Office Staff for Each Member of the Board of Governors.--
Subsection (l) of section 11 of the Federal Reserve Act (12 U.S.C. 248) 
is amended by adding at the end the following: ``Each member of the 
Board of Governors of the Federal Reserve System may employ, at a 
minimum, 2 individuals, with such individuals selected by such member 
and the salaries of such individuals set by such member. A member may 
employ additional individuals as determined necessary by the Board of 
Governors.''.

SEC. 707. AMENDMENTS TO POWERS OF THE BOARD OF GOVERNORS OF THE FEDERAL 
                    RESERVE SYSTEM.

  (a) In General.--Section 13(3) of the Federal Reserve Act (12 U.S.C. 
343(3)), as amended by section 221, is further amended--
          (1) in subparagraph (A)--
                  (A) by inserting ``that pose a threat to the 
                financial stability of the United States'' after 
                ``unusual and exigent circumstances''; and
                  (B) by inserting ``and by the affirmative vote of not 
                less than nine presidents of the Federal reserve 
                banks'' after ``five members'';
          (2) in subparagraph (B)--
                  (A) in clause (i), by inserting at the end the 
                following: ``Federal reserve banks may not accept 
                equity securities issued by the recipient of any loan 
                or other financial assistance under this paragraph as 
                collateral. Not later than 6 months after the date of 
                enactment of this sentence, the Board shall, by rule, 
                establish--
                                  ``(I) a method for determining the 
                                sufficiency of the collateral required 
                                under this paragraph;
                                  ``(II) acceptable classes of 
                                collateral;
                                  ``(III) the amount of any discount of 
                                such value that the Federal reserve 
                                banks will apply for purposes of 
                                calculating the sufficiency of 
                                collateral under this paragraph; and
                                  ``(IV) a method for obtaining 
                                independent appraisals of the value of 
                                collateral the Federal reserve banks 
                                receive.''; and
                  (B) in clause (ii)--
                          (i) by striking the second sentence; and
                          (ii) by inserting after the first sentence 
                        the following: ``A borrower shall not be 
                        eligible to borrow from any emergency lending 
                        program or facility unless the Board and all 
                        federal banking regulators with jurisdiction 
                        over the borrower certify that, at the time the 
                        borrower initially borrows under the program or 
                        facility, the borrower is not insolvent.'';
          (3) by inserting ``financial institution'' before 
        ``participant'' each place such term appears;
          (4) in subparagraph (D)(i), by inserting ``financial 
        institution'' before ``participants''; and
          (5) by adding at the end the following new subparagraphs:
                  ``(E) Penalty rate.--
                          ``(i) In general.--Not later than 6 months 
                        after the date of enactment of this 
                        subparagraph, the Board shall, with respect to 
                        a recipient of any loan or other financial 
                        assistance under this paragraph, establish by 
                        rule a minimum interest rate on the principal 
                        amount of any loan or other financial 
                        assistance.
                          ``(ii) Minimum interest rate defined.--In 
                        this subparagraph, the term `minimum interest 
                        rate' shall mean the sum of--
                                  ``(I) the average of the secondary 
                                discount rate of all Federal Reserve 
                                banks over the most recent 90-day 
                                period; and
                                  ``(II) the average of the difference 
                                between a distressed corporate bond 
                                yield index (as defined by rule of the 
                                Board) and a bond yield index of debt 
                                issued by the United States (as defined 
                                by rule of the Board) over the most 
                                recent 90-day period.
                  ``(F) Financial institution participant defined.--For 
                purposes of this paragraph, the term `financial 
                institution participant'--
                          ``(i) means a company that is predominantly 
                        engaged in financial activities (as defined in 
                        section 102(a) of the Dodd-Frank Wall Street 
                        Reform and Consumer Protection Act (12 U.S.C. 
                        5311(a))); and
                          ``(ii) does not include an agency described 
                        in subparagraph (W) of section 5312(a)(2) of 
                        title 31, United States Code, or an entity 
                        controlled or sponsored by such an agency.''.
  (b) Conforming Amendment.--Section 11(r)(2)(A) of such Act is 
amended--
          (1) in clause (ii)(IV), by striking ``; and'' and inserting a 
        semicolon;
          (2) in clause (iii), by striking the period at the end and 
        inserting ``; and''; and
          (3) by adding at the end the following new clause:
          ``(iv) the available members secure the affirmative vote of 
        not less than nine presidents of the Federal reserve banks.''.

SEC. 708. INTEREST RATES ON BALANCES MAINTAINED AT A FEDERAL RESERVE 
                    BANK BY DEPOSITORY INSTITUTIONS ESTABLISHED BY 
                    FEDERAL OPEN MARKET COMMITTEE.

  Subparagraph (A) of section 19(b)(12) of the Federal Reserve Act (12 
U.S.C. 461(b)(12)(A)) is amended by inserting ``established by the 
Federal Open Market Committee'' after ``rate or rates''.

SEC. 709. AUDIT REFORM AND TRANSPARENCY FOR THE BOARD OF GOVERNORS OF 
                    THE FEDERAL RESERVE SYSTEM.

  (a) In General.--Notwithstanding section 714 of title 31, United 
States Code, or any other provision of law, the Comptroller General of 
the United States shall annually complete an audit of the Board of 
Governors of the Federal Reserve System and the Federal reserve banks 
under subsection (b) of such section 714 within 12 months after the 
date of the enactment of this Act.
  (b) Report.--
          (1) In general.--Not later than 90 days after each audit 
        required pursuant to subsection (a) is completed, the 
        Comptroller General--
                  (A) shall submit to Congress a report on such audit; 
                and
                  (B) shall make such report available to the Speaker 
                of the House, the majority and minority leaders of the 
                House of Representatives, the majority and minority 
                leaders of the Senate, the Chairman and Ranking Member 
                of the committee and each subcommittee of jurisdiction 
                in the House of Representatives and the Senate, and any 
                other Member of Congress who requests the report.
          (2) Contents.--The report under paragraph (1) shall include a 
        detailed description of the findings and conclusion of the 
        Comptroller General with respect to the audit that is the 
        subject of the report, together with such recommendations for 
        legislative or administrative action as the Comptroller General 
        may determine to be appropriate.
  (c) Repeal of Certain Limitations.--Subsection (b) of section 714 of 
title 31, United States Code, is amended by striking the second 
sentence.
  (d) Technical and Conforming Amendments.--
          (1) In general.--Section 714 of title 31, United States Code, 
        is amended--
                  (A) in subsection (d)(3), by striking ``or (f)'' each 
                place such term appears;
                  (B) in subsection (e), by striking ``the third 
                undesignated paragraph of section 13'' and inserting 
                ``section 13(3)''; and
                  (C) by striking subsection (f).
          (2) Federal reserve act.--Subsection (s) (relating to 
        ``Federal Reserve Transparency and Release of Information'') of 
        section 11 of the Federal Reserve Act (12 U.S.C. 248) is 
        amended--
                  (A) in paragraph (4)(A), by striking ``has the same 
                meaning as in section 714(f)(1)(A) of title 31, United 
                States Code'' and inserting ``means a program or 
                facility, including any special purpose vehicle or 
                other entity established by or on behalf of the Board 
                of Governors of the Federal Reserve System or a Federal 
                reserve bank, authorized by the Board of Governors 
                under section 13(3), that is not subject to audit under 
                section 714(e) of title 31, United States Code'';
                  (B) in paragraph (6), by striking ``or in section 
                714(f)(3)(C) of title 31, United States Code, the 
                information described in paragraph (1) and information 
                concerning the transactions described in section 714(f) 
                of such title,'' and inserting ``the information 
                described in paragraph (1)''; and
                  (C) in paragraph (7), by striking ``and section 
                13(3)(C), section 714(f)(3)(C) of title 31, United 
                States Code, and'' and inserting ``, section 13(3)(C), 
                and''.

SEC. 710. ESTABLISHMENT OF A CENTENNIAL MONETARY COMMISSION.

  (a) Findings.--Congress finds the following:
          (1) The Constitution endows Congress with the power ``to coin 
        money, regulate the value thereof''.
          (2) Following the financial crisis known as the Panic of 
        1907, Congress established the National Monetary Commission to 
        provide recommendations for the reform of the financial and 
        monetary systems of the United States.
          (3) Incorporating several of the recommendations of the 
        National Monetary Commission, Congress created the Federal 
        Reserve System in 1913. As currently organized, the Federal 
        Reserve System consists of the Board of Governors in 
        Washington, District of Columbia, and the Federal Reserve Banks 
        organized into 12 districts around the United States. The 
        stockholders of the 12 Federal Reserve Banks include national 
        and certain State-chartered commercial banks, which operate on 
        a fractional reserve basis.
          (4) Originally, Congress gave the Federal Reserve System a 
        monetary mandate to provide an elastic currency, within the 
        context of a gold standard, in response to seasonal 
        fluctuations in the demand for currency.
          (5) Congress also gave the Federal Reserve System a financial 
        stability mandate to serve as the lender of last resort to 
        solvent but illiquid banks during a financial crisis.
          (6) In 1977, Congress changed the monetary mandate of the 
        Federal Reserve System to a dual mandate for maximum employment 
        and stable prices.
          (7) Empirical studies and historical evidence, both within 
        the United States and in other countries, demonstrate that 
        price stability is desirable because both inflation and 
        deflation damage the economy.
          (8) The economic challenge of recent years--most notably the 
        bursting of the housing bubble, the financial crisis of 2008, 
        and the ensuing anemic recovery--have occurred at great cost in 
        terms of lost jobs and output.
          (9) Policymakers are reexamining the structure and 
        functioning of financial institutions and markets to determine 
        what, if any, changes need to be made to place the financial 
        system on a stronger, more sustainable path going forward.
          (10) The Federal Reserve System has taken extraordinary 
        actions in response to the recent economic challenges.
          (11) The Federal Open Market Committee has engaged in 
        multiple rounds of quantitative easing, providing unprecedented 
        liquidity to financial markets, while committing to holding 
        short-term interest rates low for a seemingly indefinite 
        period, and pursuing a policy of credit allocation by 
        purchasing Federal agency debt and mortgage-backed securities.
          (12) In the wake of the recent extraordinary actions of the 
        Federal Reserve System, Congress--consistent with its 
        constitutional responsibilities and as it has done periodically 
        throughout the history of the United States--has once again 
        renewed its examination of monetary policy.
          (13) Central in such examination has been a renewed look at 
        what is the most proper mandate for the Federal Reserve System 
        to conduct monetary policy in the 21st century.
  (b) Establishment of a Centennial Monetary Commission.--There is 
established a commission to be known as the ``Centennial Monetary 
Commission'' (in this section referred to as the ``Commission'').
  (c) Study and Report on Monetary Policy.--
          (1) Study.--The Commission shall--
                  (A) examine how United States monetary policy since 
                the creation of the Board of Governors of the Federal 
                Reserve System in 1913 has affected the performance of 
                the United States economy in terms of output, 
                employment, prices, and financial stability over time;
                  (B) evaluate various operational regimes under which 
                the Board of Governors of the Federal Reserve System 
                and the Federal Open Market Committee may conduct 
                monetary policy in terms achieving the maximum 
                sustainable level of output and employment and price 
                stability over the long term, including--
                          (i) discretion in determining monetary policy 
                        without an operational regime;
                          (ii) price level targeting;
                          (iii) inflation rate targeting;
                          (iv) nominal gross domestic product targeting 
                        (both level and growth rate);
                          (v) the use of monetary policy rules; and
                          (vi) the gold standard;
                  (C) evaluate the use of macro-prudential supervision 
                and regulation as a tool of monetary policy in terms of 
                achieving the maximum sustainable level of output and 
                employment and price stability over the long term;
                  (D) evaluate the use of the lender-of-last-resort 
                function of the Board of Governors of the Federal 
                Reserve System as a tool of monetary policy in terms of 
                achieving the maximum sustainable level of output and 
                employment and price stability over the long term;
                  (E) recommend a course for United States monetary 
                policy going forward, including--
                          (i) the legislative mandate;
                          (ii) the operational regime;
                          (iii) the securities used in open market 
                        operations; and
                          (iv) transparency issues; and
                  (F) consider the effects of the GDP output and 
                employment targets of the ``dual mandate'' (both from 
                the creation of the dual mandate in 1977 until the 
                present time and estimates of the future effect of the 
                dual mandate ) on--
                          (i) United States economic activity;
                          (ii) Federal Reserve actions; and
                          (iii) Federal debt.
          (2) Report.--Not later than December 1, 2017, the Commission 
        shall submit to Congress and make publicly available a report 
        containing a statement of the findings and conclusions of the 
        Commission in carrying out the study under paragraph (1), 
        together with the recommendations the Commission considers 
        appropriate. In making such report, the Commission shall 
        specifically report on the considerations required under 
        paragraph (1)(F).
  (d) Membership.--
          (1) Number and appointment.--
                  (A) Appointed voting members.--The Commission shall 
                contain 12 voting members as follows:
                          (i) Six members appointed by the Speaker of 
                        the House of Representatives, with four members 
                        from the majority party and two members from 
                        the minority party.
                          (ii) Six members appointed by the President 
                        Pro Tempore of the Senate, with four members 
                        from the majority party and two members from 
                        the minority party.
                  (B) Chairman.--The Speaker of the House of 
                Representatives and the majority leader of the Senate 
                shall jointly designate one of the members of the 
                Commission as Chairman.
                  (C) Non-voting members.--The Commission shall contain 
                2 non-voting members as follows:
                          (i) One member appointed by the Secretary of 
                        the Treasury.
                          (ii) One member who is the president of a 
                        district Federal reserve bank appointed by the 
                        Chair of the Board of Governors of the Federal 
                        Reserve System.
          (2) Period of appointment.--Each member shall be appointed 
        for the life of the Commission.
          (3) Timing of appointment.--All members of the Commission 
        shall be appointed not later than 30 days after the date of the 
        enactment of this section.
          (4) Vacancies.--A vacancy in the Commission shall not affect 
        its powers, and shall be filled in the manner in which the 
        original appointment was made.
          (5) Meetings.--
                  (A) Initial meeting.--The Commission shall hold its 
                initial meeting and begin the operations of the 
                Commission as soon as is practicable.
                  (B) Further meetings.--The Commission shall meet upon 
                the call of the Chair or a majority of its members.
          (6) Quorum.--Seven voting members of the Commission shall 
        constitute a quorum but a lesser number may hold hearings.
          (7) Member of congress defined.--In this subsection, the term 
        ``Member of Congress'' means a Senator or a Representative in, 
        or Delegate or Resident Commissioner to, the Congress.
  (e) Powers.--
          (1) Hearings and sessions.--The Commission or, on the 
        authority of the Commission, any subcommittee or member 
        thereof, may, for the purpose of carrying out this section, 
        hold hearings, sit and act at times and places, take testimony, 
        receive evidence, or administer oaths as the Commission or such 
        subcommittee or member thereof considers appropriate.
          (2) Contract authority.--To the extent or in the amounts 
        provided in advance in appropriation Acts, the Commission may 
        contract with and compensate government and private agencies or 
        persons to enable the Commission to discharge its duties under 
        this section, without regard to section 3709 of the Revised 
        Statutes (41 U.S.C. 5).
          (3) Obtaining official data.--
                  (A) In general.--The Commission is authorized to 
                secure directly from any executive department, bureau, 
                agency, board, commission, office, independent 
                establishment, or instrumentality of the Government, 
                any information, including suggestions, estimates, or 
                statistics, for the purposes of this section.
                  (B) Requesting official data.--The head of such 
                department, bureau, agency, board, commission, office, 
                independent establishment, or instrumentality of the 
                government shall, to the extent authorized by law, 
                furnish such information upon request made by--
                          (i) the Chair;
                          (ii) the Chair of any subcommittee created by 
                        a majority of the Commission; or
                          (iii) any member of the Commission designated 
                        by a majority of the commission to request such 
                        information.
          (4) Assistance from federal agencies.--
                  (A) General services administration.--The 
                Administrator of General Services shall provide to the 
                Commission on a reimbursable basis administrative 
                support and other services for the performance of the 
                functions of the Commission.
                  (B) Other departments and agencies.--In addition to 
                the assistance prescribed in subparagraph (A), at the 
                request of the Commission, departments and agencies of 
                the United States shall provide such services, funds, 
                facilities, staff, and other support services as may be 
                authorized by law.
          (5) Postal service.--The Commission may use the United States 
        mails in the same manner and under the same conditions as other 
        departments and agencies of the United States.
  (f) Commission Personnel.--
          (1) Appointment and compensation of staff.--
                  (A) In general.--Subject to rules prescribed by the 
                Commission, the Chair may appoint and fix the pay of 
                the executive director and other personnel as the Chair 
                considers appropriate.
                  (B) Applicability of civil service laws.--The staff 
                of the Commission may be appointed without regard to 
                the provisions of title 5, United States Code, 
                governing appointments in the competitive service, and 
                may be paid without regard to the provisions of chapter 
                51 and subchapter III of chapter 53 of that title 
                relating to classification and General Schedule pay 
                rates, except that an individual so appointed may not 
                receive pay in excess of level V of the Executive 
                Schedule.
          (2) Consultants.--The Commission may procure temporary and 
        intermittent services under section 3109(b) of title 5, United 
        States Code, but at rates for individuals not to exceed the 
        daily equivalent of the rate of pay for a person occupying a 
        position at level IV of the Executive Schedule.
          (3) Staff of federal agencies.--Upon request of the 
        Commission, the head of any Federal department or agency may 
        detail, on a reimbursable basis, any of the personnel of such 
        department or agency to the Commission to assist it in carrying 
        out its duties under this section.
  (g) Termination of Commission.--
          (1) In general.--The Commission shall terminate on June 1, 
        2017.
          (2) Administrative activities before termination.--The 
        Commission may use the period between the submission of its 
        report and its termination for the purpose of concluding its 
        activities, including providing testimony to the committee of 
        Congress concerning its report.
  (h) Authorization of Appropriations.--There is authorized to be 
appropriated to carry out this section $1,000,000, which shall remain 
available until the date on which the Commission terminates.

SEC. 711. PUBLIC TRANSCRIPTS OF FOMC MEETINGS.

  Section 12A of the Federal Reserve Act (12 U.S.C. 263), as amended by 
this Act, is further amended by adding at the end the following:
  ``(e) Public Transcripts of Meetings.--The Committee shall--
          ``(1) record all meetings of the Committee; and
          ``(2) make the full transcript of such meetings available to 
        the public.''.

         TITLE VIII--DEMANDING ACCOUNTABILITY FROM WALL STREET

                Subtitle A--SEC Penalties Modernization

SEC. 801. ENHANCEMENT OF CIVIL PENALTIES FOR SECURITIES LAWS 
                    VIOLATIONS.

  (a) Updated Civil Money Penalties.--
          (1) Securities act of 1933.--
                  (A) Money penalties in administrative actions.--
                Section 8A(g)(2) of the Securities Act of 1933 (15 
                U.S.C. 77h-1(g)(2)) is amended--
                          (i) in subparagraph (A)--
                                  (I) by striking ``$7,500'' and 
                                inserting ``$10,000''; and
                                  (II) by striking ``$75,000'' and 
                                inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$75,000'' and 
                                inserting ``$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, 
                                deceit, manipulation, or deliberate or 
                                reckless disregard of a regulatory 
                                requirement; and
                                  ``(II) such act or omission directly 
                                or indirectly resulted in--
                                          ``(aa) substantial losses or 
                                        created a significant risk of 
                                        substantial losses to other 
                                        persons; or
                                          ``(bb) substantial pecuniary 
                                        gain to the person who 
                                        committed the act or omission.
                          ``(ii) Maximum amount of penalty.--The amount 
                        referred to in clause (i) is the greatest of--
                                  ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                  ``(II) 3 times the gross amount of 
                                pecuniary 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.''.
                  (B) Money penalties in civil actions.--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 
                                inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' and 
                                inserting ``$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 
                                indirectly resulted in substantial 
                                losses or created a significant risk of 
                                substantial losses to other persons.
                          ``(ii) Maximum amount of penalty.--The amount 
                        referred to in clause (i) is the greatest of--
                                  ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                  ``(II) 3 times the gross amount of 
                                pecuniary gain to such defendant as a 
                                result of the violation; or
                                  ``(III) the amount of losses incurred 
                                by victims as a result of the 
                                violation.''.
          (2) Securities exchange act of 1934.--
                  (A) Money penalties in civil actions.--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)--
                                  (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                          (ii) in clause (ii)--
                                  (I) by striking ``$50,000'' and 
                                inserting ``$100,000''; and
                                  (II) by striking ``$250,000'' and 
                                inserting ``$500,000''; and
                          (iii) by striking clause (iii) and inserting 
                        the following:
                  ``(iii) Third tier.--
                          ``(I) In general.--Notwithstanding clauses 
                        (i) and (ii), the amount of penalty for each 
                        such violation shall not exceed the amount 
                        specified in subclause (II) if--
                                  ``(aa) the violation described in 
                                subparagraph (A) involved fraud, 
                                deceit, manipulation, or deliberate or 
                                reckless disregard of a regulatory 
                                requirement; and
                                  ``(bb) such violation directly or 
                                indirectly resulted in substantial 
                                losses or created a significant risk of 
                                substantial losses to other persons.
                          ``(II) Maximum amount of penalty.--The amount 
                        referred to in subclause (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 incurred 
                                by victims as a result of the 
                                violation.''.
                  (B) Money penalties in administrative actions.--
                Section 21B(b) of the Securities Exchange Act of 1934 
                (15 U.S.C. 78u-2(b)) is amended--
                          (i) in paragraph (1)--
                                  (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                          (ii) in paragraph (2)--
                                  (I) by striking ``$50,000'' and 
                                inserting ``$100,000''; and
                                  (II) by striking ``$250,000'' and 
                                inserting ``$500,000''; and
                          (iii) by striking paragraph (3) and inserting 
                        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, 
                        manipulation, or deliberate or reckless 
                        disregard 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 
                        substantial 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;
                          ``(ii) 3 times the gross amount of pecuniary 
                        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 administrative actions.--
                Section 9(d)(2) of the Investment Company Act of 1940 
                (15 U.S.C. 80a-9(d)(2)) is amended--
                          (i) in subparagraph (A)--
                                  (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' and 
                                inserting ``$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, 
                                deceit, manipulation, or deliberate or 
                                reckless disregard 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 substantial pecuniary gain 
                                to the person who committed the act or 
                                omission.
                          ``(ii) Maximum amount of penalty.--The amount 
                        referred to in clause (i) is the greatest of--
                                  ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                  ``(II) 3 times the gross amount of 
                                pecuniary 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.''.
                  (B) Money penalties in civil actions.--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 
                                inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' and 
                                inserting ``$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 
                                indirectly resulted in substantial 
                                losses or created a significant risk of 
                                substantial losses to other persons.
                          ``(ii) Maximum amount of penalty.--The amount 
                        referred to in clause (i) is the greatest of--
                                  ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                  ``(II) 3 times the gross amount of 
                                pecuniary gain to such defendant as a 
                                result of the violation; or
                                  ``(III) the amount of losses incurred 
                                by victims as a result of the 
                                violation.''.
          (4) Investment advisers act of 1940.--
                  (A) Money penalties in administrative actions.--
                Section 203(i)(2) of the Investment Advisers Act of 
                1940 (15 U.S.C. 80b-3(i)(2)) is amended--
                          (i) in subparagraph (A)--
                                  (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' and 
                                inserting ``$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, 
                                deceit, manipulation, or deliberate or 
                                reckless disregard 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 substantial pecuniary gain 
                                to the person who committed the act or 
                                omission.
                          ``(ii) Maximum amount of penalty.--The amount 
                        referred to in clause (i) is the greatest of--
                                  ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                  ``(II) 3 times the gross amount of 
                                pecuniary 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.''.
                  (B) Money penalties in civil actions.--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)--
                                  (I) by striking ``$5,000'' and 
                                inserting ``$10,000''; and
                                  (II) by striking ``$50,000'' and 
                                inserting ``$100,000'';
                          (ii) in subparagraph (B)--
                                  (I) by striking ``$50,000'' and 
                                inserting ``$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 
                                indirectly resulted in substantial 
                                losses or created a significant risk of 
                                substantial losses to other persons.
                          ``(ii) Maximum amount of penalty.--The amount 
                        referred to in clause (i) is the greatest of--
                                  ``(I) $300,000 for a natural person 
                                or $1,450,000 for any other person;
                                  ``(II) 3 times the gross amount of 
                                pecuniary gain to such defendant as a 
                                result of the violation; or
                                  ``(III) the amount of losses incurred 
                                by victims as a result of the 
                                violation.''.
  (b) Penalties for Recidivists.--
          (1) Securities act of 1933.--
                  (A) Money penalties in administrative actions.--
                Section 8A(g)(2) of the Securities 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-year period preceding such 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 imposing monetary, 
                equitable, or administrative relief in any Commission 
                action alleging fraud by that person.''.
                  (B) Money penalties in civil actions.--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 became 
                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 actions.--Section 
                21(d)(3)(B) of the Securities Exchange Act of 1934 (15 
                U.S.C. 78u(d)(3)(B)) is amended by adding at the end 
                the following:
                          ``(iv) Fourth tier.--Notwithstanding clauses 
                        (i), (ii), and (iii), the maximum amount of 
                        penalty for each such violation shall be 3 
                        times the otherwise applicable 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, equitable, or administrative relief 
                        in any Commission action alleging fraud by that 
                        defendant.''.
                  (B) Money penalties in administrative actions.--
                Section 21B(b) of the Securities Exchange Act of 1934 
                (15 U.S.C. 78u-2(b)) is amended by adding at the end 
                the following:
          ``(4) Fourth tier.--Notwithstanding paragraphs (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 paragraphs 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 became subject to 
        a judgment or order imposing monetary, equitable, or 
        administrative relief in any Commission action alleging fraud 
        by that person.''.
          (3) Investment company act of 1940.--
                  (A) Money penalties in administrative actions.--
                Section 9(d)(2) of the Investment 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 became 
                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 actions.--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 became 
                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 administrative actions.--
                Section 203(i)(2) of the Investment 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 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 became 
                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 actions.--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 became 
                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.--
          (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 following: ``a Federal 
                court injunction or a bar obtained or entered by the 
                Commission under this title,''; and
                  (B) by striking paragraph (4) and inserting the 
                following:
          ``(4) Special provisions relating to a violation of an 
        injunction or certain orders.--
                  ``(A) In general.--Each separate violation of an 
                injunction or order described in subparagraph (B) 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 day of the failure to 
                comply with the injunction or order shall be deemed a 
                separate offense.
                  ``(B) Injunctions and orders.--Subparagraph (A) shall 
                apply with respect to any action to enforce--
                          ``(i) a Federal court injunction obtained 
                        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 8A.''.
          (2) Securities exchange act of 1934.--Section 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 following: ``a 
                Federal court injunction or a bar obtained or entered 
                by the Commission under this title,''; and
                  (B) by striking subparagraph (D) and inserting the 
                following:
          ``(D) Special provisions relating to a violation 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 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 enforce--
                          ``(I) a Federal court injunction obtained 
                        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.--Section 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 following: ``a Federal 
                court injunction or a bar obtained or entered by the 
                Commission under this title,''; and
                  (B) by striking paragraph (4) and inserting the 
                following:
          ``(4) Special provisions relating to a violation of an 
        injunction or certain orders.--
                  ``(A) In general.--Each separate violation of an 
                injunction or order described in subparagraph (B) 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 day of the failure to 
                comply with the injunction or order shall be deemed a 
                separate offense.
                  ``(B) Injunctions and orders.--Subparagraph (A) shall 
                apply with respect to any action to enforce--
                          ``(i) a Federal court injunction obtained 
                        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).''.
          (4) Investment advisers act of 1940.--Section 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 following: ``a Federal 
                court injunction or a bar obtained or entered by the 
                Commission under this title,''; and
                  (B) by striking paragraph (4) and inserting the 
                following:
          ``(4) Special provisions relating to a violation of an 
        injunction or certain orders.--
                  ``(A) In general.--Each separate violation of an 
                injunction or order described in subparagraph (B) 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 day of the failure to 
                comply with the injunction or order shall be deemed a 
                separate offense.
                  ``(B) Injunctions and orders.--Subparagraph (A) shall 
                apply with respect to any action to enforce--
                          ``(i) a Federal court injunction obtained 
                        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 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. 802. UPDATED CIVIL MONEY PENALTIES OF PUBLIC COMPANY ACCOUNTING 
                    OVERSIGHT BOARD.

  (a) In General.--Section 105(c)(4)(D) of the Sarbanes-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 inserting 
                ``$4,000,000''; and
          (2) in clause (ii)--
                  (A) by striking ``$750,000'' and inserting 
                ``$1,000,000''; and
                  (B) by striking ``$15,000,000'' and inserting 
                ``$20,000,000''.
  (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. 803. UPDATED CIVIL MONEY PENALTY FOR CONTROLLING PERSONS IN 
                    CONNECTION WITH INSIDER TRADING.

  (a) In General.--Section 21A(a)(3) of the Securities Exchange Act of 
1934 (15 U.S.C. 78u-1(a)(3)) is amended by striking ``$1,000,000'' and 
inserting ``$2,000,000''.
  (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. 804. UPDATE OF CERTAIN OTHER PENALTIES.

  (a) In General.--Section 32 of the Securities Exchange 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
                          (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. 805. MONETARY SANCTIONS TO BE USED FOR THE RELIEF 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.--If, 
in any judicial or administrative 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 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.''.
  (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. 806. 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 the 
authority to impose or obtain civil money penalties for violations of 
the securities laws during the period beginning on June 1, 2010, and 
ending on the date of the enactment 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 actions 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.
          (4) For penalties imposed on or obtained from issuers:
                  (A) Whether the violations involved resulted in 
                direct economic benefit to the issuers.
                  (B) The impact of the penalties on the shareholders 
                of the issuers.
  (c) Definitions.--In this section, the terms ``Commission'', 
``issuer'', and ``securities laws'' have the meanings given such terms 
in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)).

               Subtitle B--FIRREA Penalties Modernization

SECTION 811. INCREASE OF CIVIL AND CRIMINAL PENALTIES ORIGINALLY 
                    ESTABLISHED IN THE FINANCIAL INSTITUTIONS REFORM, 
                    RECOVERY, AND ENFORCEMENT ACT OF 1989.

  (a) Amendments to FIRREA.-- Section 951(b) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 (12 U.S.C. 
1833a(b)) is amended--
          (1) in paragraph (1), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
          (2) in paragraph (2), by striking ``$1,000,000 per day or 
        $5,000,000'' and inserting ``$1,500,000 per day or 
        $7,500,000''.
  (b) Amendments to the Home Owners' Loan Act.--The Home Owners' Loan 
Act (12 U.S.C. 1461 et seq.) is amended--
          (1) in section 5(v)(6), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
          (2) in section 10--
                  (A) in subsection (r)(3), by striking ``$1,000,000'' 
                and inserting ``$1,500,000''; and
                  (B) in subsection (i)(1)(B), by striking 
                ``$1,000,000'' and inserting ``$1,500,000''.
  (c) Amendments to the Federal Deposit Insurance Act.--The Federal 
Deposit Insurance Act (12 U.S.C. 1811 et seq.) is amended--
          (1) in section 7--
                  (A) in subsection (a)(1), by striking ``$1,000,000'' 
                and inserting ``$1,500,000''; and
                  (B) in subsection (j)(16)(D), by striking 
                ``$1,000,000'' each place such term appears and 
                inserting ``$1,500,000'';
          (2) in section 8--
                  (A) in subsection (i)(2)(D), by striking 
                ``$1,000,000'' each place such term appears and 
                inserting ``$1,500,000''; and
                  (B) in subsection (j), by striking ``$1,000,000'' and 
                inserting ``$1,500,000''; and
          (3) in section 19(b), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''.
  (d) Amendments to the Federal Credit Union Act.--The Federal Credit 
Union Act (12 U.S.C. 1751 et seq.) is amended--
          (1) in section 202(a)(3), by striking ``$1,000,000'' and 
        inserting ``$1,500,000'';
          (2) in section 205(d)(3), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
          (3) in section 206--
                  (A) in subsection (k)(2)(D), by striking 
                ``$1,000,000'' each place such term appears and 
                inserting ``$1,500,000''; and
                  (B) in subsection (l), by striking ``$1,000,000'' and 
                inserting ``$1,500,000''.
  (e) Amendments to the Revised Statutes of the United States.--Title 
LXII of the Revised Statutes of the United States is amended--
          (1) in section 5213(c), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
          (2) in section 5239(b)(4), by striking ``$1,000,000'' each 
        place such term appears and inserting ``$1,500,000''.
  (f) Amendments to the Federal Reserve Act.--The Federal Reserve Act 
(12 U.S.C. 221 et seq.) is amended--
          (1) in the 6th undesignated paragraph of section 9, by 
        striking ``$1,000,000'' and inserting ``$1,500,000'';
          (2) in section 19(l)(4), by striking ``$1,000,000'' each 
        place such term appears and inserting ``$1,500,000''; and
          (3) in section 29(d), by striking ``$1,000,000'' each place 
        such term appears and inserting ``$1,500,000''.
  (g) Amendments to the Bank Holding Company Act Amendments of 1970.--
Section 106(b)(2)(F)(iv) of the Bank Holding Company Act Amendments of 
1970 (12 U.S.C. 1978(b)(2)(F)(iv)) is amended by striking 
``$1,000,000'' each place such term appears and inserting 
``$1,500,000''.
  (h) Amendments to the Bank Holding Company Act of 1956.--Section 8 of 
the Bank Holding Company Act of 1956 (12 U.S.C. 1847) is amended--
          (1) in subsection (a)(2), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''; and
          (2) in subsection (d)(3), by striking ``$1,000,000'' and 
        inserting ``$1,500,000''.
  (i) Amendments to Title 18, United States Code.--Title 18, United 
States Code, is amended--
          (1) in section 215(a) of chapter 11, by striking 
        ``$1,000,000'' and inserting ``$1,500,000'';
          (2) in chapter 31--
                  (A) in section 656, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''; and
                  (B) in section 657, by striking ``$1,000,000'' and 
                inserting ``$1,500,000'';
          (3) in chapter 47--
                  (A) in section 1005, by striking ``$1,000,000'' and 
                inserting ``$1,500,000'';
                  (B) in section 1006, by striking ``$1,000,000'' and 
                inserting ``$1,500,000'';
                  (C) in section 1007, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''; and
                  (D) in section 1014, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''; and
          (4) in chapter 63--
                  (A) in section 1341, by striking ``$1,000,000'' and 
                inserting ``$1,500,000'';
                  (B) in section 1343, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''; and
                  (C) in section 1344, by striking ``$1,000,000'' and 
                inserting ``$1,500,000''.

       TITLE IX--REPEAL OF THE VOLCKER RULE AND OTHER PROVISIONS

SEC. 901. REPEALS.

  (a) In General.--The following sections of title VI of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act are repealed, and the 
provisions of law amended or repealed by such sections are restored or 
revived as if such sections had not been enacted:
          (1) Section 603.
          (2) Section 618.
          (3) Section 619.
          (4) Section 620.
          (5) Section 621.
  (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 603, 618, 619, 620, 
and 621.

TITLE X--UNLEASHING OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS, AND 
             JOB CREATORS BY FACILITATING CAPITAL FORMATION

Subtitle A--Small Business Mergers, Acquisitions, Sales, and Brokerage 
                             Simplification

SEC. 1001. REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION BROKERS.

  Section 15(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(b)) is amended by adding at the end the following:
          ``(13) Registration exemption for merger and acquisition 
        brokers.--
                  ``(A) In general.--Except as provided in subparagraph 
                (B), an M&A; broker shall be exempt from registration 
                under this section.
                  ``(B) Excluded activities.--An M&A; broker is not 
                exempt from registration under this paragraph if such 
                broker does any of the following:
                          ``(i) Directly or indirectly, in connection 
                        with the transfer of ownership of an eligible 
                        privately held company, receives, holds, 
                        transmits, or has custody of the funds or 
                        securities to be exchanged by the parties to 
                        the transaction.
                          ``(ii) Engages on behalf of an issuer in a 
                        public offering of any class of securities that 
                        is registered, or is required to be registered, 
                        with the Commission under section 12 or with 
                        respect to which the issuer files, or is 
                        required to file, periodic information, 
                        documents, and reports under subsection (d).
                          ``(iii) Engages on behalf of any party in a 
                        transaction involving a public shell company.
                  ``(C) Disqualifications.--An M&A; broker is not exempt 
                from registration under this paragraph if such broker 
                is subject to--
                          ``(i) suspension or revocation of 
                        registration under paragraph (4);
                          ``(ii) a statutory disqualification described 
                        in section 3(a)(39);
                          ``(iii) a disqualification under the rules 
                        adopted by the Commission under section 926 of 
                        the Investor Protection and Securities Reform 
                        Act of 2010 (15 U.S.C. 77d note); or
                          ``(iv) a final order described in paragraph 
                        (4)(H).
                  ``(D) Rule of construction.--Nothing in this 
                paragraph shall be construed to limit any other 
                authority of the Commission to exempt any person, or 
                any class of persons, from any provision of this title, 
                or from any provision of any rule or regulation 
                thereunder.
                  ``(E) Definitions.--In this paragraph:
                          ``(i) Control.--The term `control' means the 
                        power, directly or indirectly, to direct the 
                        management or policies of a company, whether 
                        through ownership of securities, by contract, 
                        or otherwise. There is a presumption of control 
                        for any person who--
                                  ``(I) is a director, general partner, 
                                member or manager of a limited 
                                liability company, or officer 
                                exercising executive responsibility (or 
                                has similar status or functions);
                                  ``(II) has the right to vote 20 
                                percent or more of a class of voting 
                                securities or the power to sell or 
                                direct the sale of 20 percent or more 
                                of a class of voting securities; or
                                  ``(III) in the case of a partnership 
                                or limited liability company, has the 
                                right to receive upon dissolution, or 
                                has contributed, 20 percent or more of 
                                the capital.
                          ``(ii) Eligible privately held company.--The 
                        term `eligible privately held company' means a 
                        privately held company that meets both of the 
                        following conditions:
                                  ``(I) The company does not have any 
                                class of securities registered, or 
                                required to be registered, with the 
                                Commission under section 12 or with 
                                respect to which the company files, or 
                                is required to file, periodic 
                                information, documents, and reports 
                                under subsection (d).
                                  ``(II) 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 transaction, the company 
                                meets either or both of the following 
                                conditions (determined in accordance 
                                with the historical financial 
                                accounting records of the company):
                                          ``(aa) The earnings of the 
                                        company before interest, taxes, 
                                        depreciation, and amortization 
                                        are less than $25,000,000.
                                          ``(bb) The gross revenues of 
                                        the company are less than 
                                        $250,000,000.
                          ``(iii) M&A; broker.--The term `M&A; broker' 
                        means a broker, and any person associated with 
                        a broker, engaged in the business of effecting 
                        securities transactions solely in connection 
                        with the transfer of ownership of an eligible 
                        privately held company, regardless of whether 
                        the broker acts on behalf of a seller or buyer, 
                        through the purchase, sale, exchange, issuance, 
                        repurchase, or redemption of, or a business 
                        combination involving, securities or assets of 
                        the eligible privately held company, if the 
                        broker reasonably believes that--
                                  ``(I) upon consummation of the 
                                transaction, any person acquiring 
                                securities or assets of the eligible 
                                privately held company, acting alone or 
                                in concert, will control and, directly 
                                or indirectly, will be active in the 
                                management of the eligible privately 
                                held company or the business conducted 
                                with the assets of the eligible 
                                privately held company; and
                                  ``(II) if any person is offered 
                                securities in exchange for securities 
                                or assets of the eligible privately 
                                held company, such person will, prior 
                                to becoming legally bound to consummate 
                                the transaction, receive or have 
                                reasonable access to the most recent 
                                fiscal year-end financial statements of 
                                the issuer of the securities as 
                                customarily prepared by the management 
                                of the issuer in the normal course of 
                                operations and, if the financial 
                                statements of the issuer are audited, 
                                reviewed, or compiled, any related 
                                statement by the independent 
                                accountant, a balance sheet dated not 
                                more than 120 days before the date of 
                                the offer, and information pertaining 
                                to the management, business, results of 
                                operations for the period covered by 
                                the foregoing financial statements, and 
                                material loss contingencies of the 
                                issuer.
                          ``(iv) Public shell company.--The term 
                        `public shell company' is a company that at the 
                        time of a transaction with an eligible 
                        privately held company--
                                  ``(I) has any class of securities 
                                registered, or required to be 
                                registered, with the Commission under 
                                section 12 or that is required to file 
                                reports pursuant to subsection (d);
                                  ``(II) has no or nominal operations; 
                                and
                                  ``(III) has--
                                          ``(aa) no or nominal assets;
                                          ``(bb) assets consisting 
                                        solely of cash and cash 
                                        equivalents; or
                                          ``(cc) assets consisting of 
                                        any amount of cash and cash 
                                        equivalents and nominal other 
                                        assets.
                  ``(F) Inflation adjustment.--
                          ``(i) In general.--On the date that is 5 
                        years after the date of the enactment of this 
                        paragraph, and every 5 years thereafter, each 
                        dollar amount in subparagraph (E)(ii)(II) shall 
                        be adjusted by--
                                  ``(I) dividing the annual value of 
                                the Employment Cost Index For Wages and 
                                Salaries, Private Industry Workers (or 
                                any successor index), as published by 
                                the Bureau of Labor Statistics, for the 
                                calendar year preceding the calendar 
                                year in which the adjustment is being 
                                made by the annual value of such index 
                                (or successor) for the calendar year 
                                ending December 31, 2012; and
                                  ``(II) multiplying such dollar amount 
                                by the quotient obtained under 
                                subclause (I).
                          ``(ii) Rounding.--Each dollar amount 
                        determined under clause (i) shall be rounded to 
                        the nearest multiple of $100,000.''.

SEC. 1002. EFFECTIVE DATE.

  This subtitle and any amendment made by this subtitle shall take 
effect on the date that is 90 days after the date of the enactment of 
this Act.

               Subtitle B--Encouraging Employee Ownership

SEC. 1006. INCREASED THRESHOLD FOR DISCLOSURES RELATING TO COMPENSATORY 
                    BENEFIT PLANS.

  Not later than 60 days after the date of the enactment of this Act, 
the Securities and Exchange Commission shall revise section 230.701(e) 
of title 17, Code of Federal Regulations, so as to increase from 
$5,000,000 to $10,000,000 the aggregate sales price or amount of 
securities sold during any consecutive 12-month period in excess of 
which the issuer is required under such section to deliver an 
additional disclosure to investors. The Commission shall index for 
inflation such aggregate sales price or amount every 5 years to reflect 
the change in the Consumer Price Index for All Urban Consumers 
published by the Bureau of Labor Statistics, rounding to the nearest 
$1,000,000.

          Subtitle C--Small Company Disclosure Simplification

SEC. 1011. EXEMPTION FROM XBRL REQUIREMENTS FOR EMERGING GROWTH 
                    COMPANIES AND OTHER SMALLER COMPANIES.

  (a) Exemption for Emerging Growth Companies.--Emerging growth 
companies are exempted from the requirements to use Extensible Business 
Reporting Language (XBRL) for financial statements and other periodic 
reporting required to be filed with the Commission under the securities 
laws. Such companies may elect to use XBRL for such reporting.
  (b) Exemption for Other Smaller Companies.--Issuers with total annual 
gross revenues of less than $250,000,000 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 
laws. Such issuers may elect to use XBRL for such reporting. An 
exemption under this subsection shall continue in effect until--
          (1) the date that is five years after the date of enactment 
        of this Act; or
          (2) the date that is two years after a determination by the 
        Commission, by order after conducting the analysis required by 
        section 3, that the benefits of such requirements to such 
        issuers outweigh the costs, but no earlier than three years 
        after enactment of this Act.
  (c) Modifications to Regulations.--Not later than 60 days after the 
date of enactment of this Act, the Commission shall revise its 
regulations under parts 229, 230, 232, 239, 240, and 249 of title 17, 
Code of Federal Regulations, to reflect the exemptions set forth in 
subsections (a) and (b).

SEC. 1012. ANALYSIS BY THE SEC.

  The Commission shall conduct an analysis of the costs and benefits to 
issuers described in section 1011(b) of the requirements to use XBRL 
for financial statements and other periodic reporting required to be 
filed with the Commission under the securities laws. Such analysis 
shall include an assessment of--
          (1) 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 (dated January 
        30, 2009; 74 Fed. Reg. 6776) because of the size of such 
        issuers;
          (2) the effects on efficiency, competition, capital 
        formation, and financing and on analyst coverage of such 
        issuers (including any such effects resulting from use of XBRL 
        by investors);
          (3) the costs to such issuers of--
                  (A) submitting data to the Commission in XBRL;
                  (B) posting data on the website of the issuer in 
                XBRL;
                  (C) software necessary to prepare, submit, or post 
                data in XBRL; and
                  (D) any additional consulting services or filing 
                agent services;
          (4) the benefits to the Commission in terms of improved 
        ability to monitor securities markets, assess the potential 
        outcomes of regulatory alternatives, and enhance investor 
        participation in corporate governance and promote capital 
        formation; and
          (5) the effectiveness of standards in the United States for 
        interactive filing data relative to the standards of 
        international counterparts.

SEC. 1013. REPORT TO CONGRESS.

  Not later than one year after the date of enactment of this Act, the 
Commission shall provide the Committee on Financial Services of the 
House of Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate a report regarding--
          (1) the progress in implementing XBRL reporting within the 
        Commission;
          (2) the use of XBRL data by Commission officials;
          (3) the use of XBRL data by investors;
          (4) the results of the analysis required by section 1012; and
          (5) any additional information the Commission considers 
        relevant for increasing transparency, decreasing costs, and 
        increasing efficiency of regulatory filings with the 
        Commission.

SEC. 1014. DEFINITIONS.

  As used in this subtitle, the terms ``Commission'', ``emerging growth 
company'', ``issuer'', and ``securities laws'' have the meanings given 
such terms in section 3 of the Securities Exchange Act of 1934 (15 
U.S.C. 78c).

   Subtitle D--Securities and Exchange Commission Overpayment Credit

SEC. 1016. REFUNDING OR CREDITING OVERPAYMENT OF SECTION 31 FEES.

  (a) In General.--Section 31 of the Securities Exchange Act of 1934 
(15 U.S.C. 78ee) is amended by adding at the end the following:
  ``(n) Overpayment.--If a national securities exchange or national 
securities association pays to the Commission an amount in excess of 
fees and assessments due under this section and informs the Commission 
of such amount paid in excess within 10 years of the date of the 
payment, the Commission shall offset future fees and assessments due by 
such exchange or association in an amount equal to such excess 
amount.''.
  (b) Applicability.--The amendment made by this section shall apply to 
any fees and assessments paid before, on, or after the date of 
enactment of this section.

             Subtitle E--Fair Access to Investment Research

SEC. 1021. SAFE HARBOR FOR INVESTMENT FUND RESEARCH.

  (a) Expansion of the Safe Harbor.--Not later than the end of the 45-
day period beginning on the date of enactment of this Act, the 
Securities and Exchange Commission shall propose, and not later than 
the end of the 180-day period beginning on such date, the Commission 
shall adopt, upon such terms, conditions, or requirements as the 
Commission may determine necessary or appropriate in the public 
interest, for the protection of investors, and for the promotion of 
capital formation, revisions to section 230.139 of title 17, Code of 
Federal Regulations, to provide that a covered investment fund research 
report that is published or distributed by a broker or dealer--
          (1) shall be deemed, for purposes of sections 2(a)(10) and 
        5(c) of the Securities Act of 1933 (15 U.S.C. 77b(a)(10), 
        77e(c)), not to constitute an offer for sale or an offer to 
        sell a security that is the subject of an offering pursuant to 
        a registration statement that is effective, even if the broker 
        or dealer is participating or will participate in the 
        registered offering of the covered investment fund's 
        securities; and
          (2) shall be deemed to satisfy the conditions of subsection 
        (a)(1) or (a)(2) of section 230.139 of title 17, Code of 
        Federal Regulations, or any successor provisions, for purposes 
        of the Commission's rules and regulations under the Federal 
        securities laws and the rules of any self-regulatory 
        organization.
  (b) Implementation of Safe Harbor.--In implementing the safe harbor 
pursuant to subsection (a), the Commission shall--
          (1) not, in the case of a covered investment fund with a 
        class of securities in substantially continuous distribution, 
        condition the safe harbor on whether the broker's or dealer's 
        publication or distribution of a covered investment fund 
        research report constitutes such broker's or dealer's 
        initiation or reinitiation of research coverage on such covered 
        investment fund or its securities;
          (2) not--
                  (A) require the covered investment fund to have been 
                registered as an investment company under the 
                Investment Company Act of 1940 (15 U.S.C. 80a-1 et 
                seq.) or subject to the reporting requirements of 
                section 13 or 15(d) of the Securities Exchange Act of 
                1934 (15 U.S.C. 78m, 78o(d)) for any period exceeding 
                the period of time referenced under paragraph 
                (a)(1)(i)(A)(1) of section 230.139 of title 17, Code of 
                Federal Regulations; or
                  (B) impose a minimum float provision exceeding that 
                referenced in paragraph (a)(1)(i)(A)(1)(i) of section 
                230.139 of title 17, Code of Federal Regulations;
          (3) provide that a self-regulatory organization may not 
        maintain or enforce any rule that would--
                  (A) prohibit the ability of a member to publish or 
                distribute a covered investment fund research report 
                solely because the member is also participating in a 
                registered offering or other distribution of any 
                securities of such covered investment fund; or
                  (B) prohibit the ability of a member to participate 
                in a registered offering or other distribution of 
                securities of a covered investment fund solely because 
                the member has published or distributed a covered 
                investment fund research report about such covered 
                investment fund or its securities; and
          (4) provide that a covered investment fund research report 
        shall not be subject to section 24(b) of the Investment Company 
        Act of 1940 (15 U.S.C. 80a-24(b)) or the rules and regulations 
        thereunder, except that such report may still be subject to 
        such section and the rules and regulations thereunder to the 
        extent that it is otherwise not subject to the content 
        standards in the rules of any self-regulatory organization 
        related to research reports, including those contained in the 
        rules governing communications with the public regarding 
        investment companies or substantially similar standards.
  (c) Rules of Construction.--Nothing in this Act shall be construed as 
in any way limiting--
          (1) the applicability of the antifraud or antimanipulation 
        provisions of the Federal securities laws and rules adopted 
        thereunder to a covered investment fund research report, 
        including section 17 of the Securities Act of 1933 (15 U.S.C. 
        77q), section 34(b) of the Investment Company Act of 1940 (15 
        U.S.C. 80a-33), and sections 9 and 10 of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78i, 78j); or
          (2) the authority of any self-regulatory organization to 
        examine or supervise a member's practices in connection with 
        such member's publication or distribution of a covered 
        investment fund research report for compliance with applicable 
        provisions of the Federal securities laws or self-regulatory 
        organization rules related to research reports, including those 
        contained in rules governing communications with the public.
  (d) Interim Effectiveness of Safe Harbor.--
          (1) In general.--From and after the 180-day period beginning 
        on the date of enactment of this Act, if the Commission has not 
        adopted revisions to section 230.139 of title 17, Code of 
        Federal Regulations, as required by subsection (a), and until 
        such time as the Commission has done so, a broker or dealer 
        distributing or publishing a covered investment fund research 
        report after such date shall be able to rely on the provisions 
        of section 230.139 of title 17, Code of Federal Regulations, 
        and the broker or dealer's publication of such report shall be 
        deemed to satisfy the conditions of subsection (a)(1) or (a)(2) 
        of section 230.139 of title 17, Code of Federal Regulations, if 
        the covered investment fund that is the subject of such report 
        satisfies the reporting history requirements (without regard to 
        Form S-3 or Form F-3 eligibility) and minimum float provisions 
        of such subsections for purposes of the Commission's rules and 
        regulations under the Federal securities laws and the rules of 
        any self-regulatory organization, as if revised and implemented 
        in accordance with subsections (a) and (b).
          (2) Status of covered investment fund.--After such period and 
        until the Commission has adopted revisions to section 230.139 
        and FINRA has revised rule 2210, for purposes of subsection 
        (c)(7)(O) of such rule, a covered investment fund shall be 
        deemed to be a security that is listed on a national securities 
        exchange and that is not subject to section 24(b) of the 
        Investment Company Act of 1940 (15 U.S.C. 80a-24(b)). 
        Communications concerning only covered investment funds that 
        fall within the scope of such section shall not be required to 
        be filed with FINRA.
  (e) Definitions.--For purposes of this section:
          (1) The term ``covered investment fund research report'' 
        means a research report published or distributed by a broker or 
        dealer about a covered investment fund or any securities issued 
        by the covered investment fund, but not including a research 
        report to the extent that it is published or distributed by the 
        covered investment fund or any affiliate of the covered 
        investment fund.
          (2) The term ``covered investment fund'' means--
                  (A) an investment company registered under, or that 
                has filed an election to be treated as a business 
                development company under, the Investment Company Act 
                of 1940 and that has filed a registration statement 
                under the Securities Act of 1933 for the public 
                offering of a class of its securities, which 
                registration statement has been declared effective by 
                the Commission; and
                  (B) a trust or other person--
                          (i) issuing securities in an offering 
                        registered under the Securities Act of 1933 and 
                        which class of securities is listed for trading 
                        on a national securities exchange;
                          (ii) the assets of which consist primarily of 
                        commodities, currencies, or derivative 
                        instruments that reference commodities or 
                        currencies, or interests in the foregoing; and
                          (iii) that provides in its registration 
                        statement under the Securities Act of 1933 that 
                        a class of its securities are purchased or 
                        redeemed, subject to conditions or limitations, 
                        for a ratable share of its assets.
          (3) The term ``FINRA'' means the Financial Industry 
        Regulatory Authority.
          (4) The term ``research report'' has the meaning given that 
        term under section 2(a)(3) of the Securities Act of 1933 (15 
        U.S.C. 77b(a)(3)), except that such term shall not include an 
        oral communication.
          (5) The term ``self-regulatory organization'' has the meaning 
        given to that term under section 3(a)(26) of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78c(a)(26)).

               Subtitle F--Accelerating Access to Capital

SEC. 1026. EXPANDED ELIGIBILITY FOR USE OF FORM S-3.

  Not later than 45 days after the date of the enactment of this Act, 
the Securities and Exchange Commission shall revise Form S-3--
          (1) so as to permit securities to be registered pursuant to 
        General Instruction I.B.1. of such form provided that either--
                  (A) the aggregate market value of the voting and non-
                voting common equity held by non-affiliates of the 
                registrant is $75,000,000 or more; or
                  (B) the registrant has at least one class of common 
                equity securities listed and registered on a national 
                securities exchange; and
          (2) so as to remove the requirement of paragraph (c) from 
        General Instruction I.B.6. of such form.

                Subtitle G--SEC Small Business Advocate

SEC. 1031. ESTABLISHMENT OF OFFICE OF THE ADVOCATE FOR SMALL BUSINESS 
                    CAPITAL FORMATION AND SMALL BUSINESS CAPITAL 
                    FORMATION ADVISORY COMMITTEE.

  (a) Office of the Advocate for Small Business Capital Formation.--
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d), as 
amended by title VI, is further amended by adding at the end the 
following:
  ``(k) Office of the Advocate for Small Business Capital Formation.--
          ``(1) Office established.--There is established within the 
        Commission the Office of the Advocate for Small Business 
        Capital Formation (hereafter in this subsection referred to as 
        the `Office').
          ``(2) Advocate for small business capital formation.--
                  ``(A) In general.--The head of the Office shall be 
                the Advocate for Small Business Capital Formation, who 
                shall--
                          ``(i) report directly to the Commission; and
                          ``(ii) be appointed by the Commission, from 
                        among individuals having experience in 
                        advocating for the interests of small 
                        businesses and encouraging small business 
                        capital formation.
                  ``(B) Compensation.--The annual rate of pay for the 
                Advocate for Small Business Capital Formation shall be 
                equal to the highest rate of annual pay for other 
                senior executives who report directly to the 
                Commission.
                  ``(C) No current employee of the commission.--An 
                individual may not be appointed as the Advocate for 
                Small Business Capital Formation if the individual is 
                currently employed by the Commission.
          ``(3) Staff of office.--The Advocate for Small Business 
        Capital Formation, after consultation with the Commission, may 
        retain or employ independent counsel, research staff, and 
        service staff, as the Advocate for Small Business Capital 
        Formation determines to be necessary to carry out the functions 
        of the Office.
          ``(4) Functions of the advocate for small business capital 
        formation.--The Advocate for Small Business Capital Formation 
        shall--
                  ``(A) assist small businesses and small business 
                investors in resolving significant problems such 
                businesses and investors may have with the Commission 
                or with self-regulatory organizations;
                  ``(B) identify areas in which small businesses and 
                small business investors would benefit from changes in 
                the regulations of the Commission or the rules of self-
                regulatory organizations;
                  ``(C) identify problems that small businesses have 
                with securing access to capital, including any unique 
                challenges to minority-owned and women-owned small 
                businesses;
                  ``(D) analyze the potential impact on small 
                businesses and small business investors of--
                          ``(i) proposed regulations of the Commission 
                        that are likely to have a significant economic 
                        impact on small businesses and small business 
                        capital formation; and
                          ``(ii) proposed rules that are likely to have 
                        a significant economic impact on small 
                        businesses and small business capital formation 
                        of self-regulatory organizations registered 
                        under this title;
                  ``(E) conduct outreach to small businesses and small 
                business investors, including through regional 
                roundtables, in order to solicit views on relevant 
                capital formation issues;
                  ``(F) to the extent practicable, propose to the 
                Commission changes in the regulations or orders of the 
                Commission and to Congress any legislative, 
                administrative, or personnel changes that may be 
                appropriate to mitigate problems identified under this 
                paragraph and to promote the interests of small 
                businesses and small business investors;
                  ``(G) consult with the Investor Advocate on proposed 
                recommendations made under subparagraph (F); and
                  ``(H) advise the Investor Advocate on issues related 
                to small businesses and small business investors.
          ``(5) Access to documents.--The Commission shall ensure that 
        the Advocate for Small Business Capital Formation has full 
        access to the documents and information of the Commission and 
        any self-regulatory organization, as necessary to carry out the 
        functions of the Office.
          ``(6) Annual report on activities.--
                  ``(A) In general.--Not later than December 31 of each 
                year after 2015, the Advocate for Small Business 
                Capital Formation shall submit to the Committee on 
                Banking, Housing, and Urban Affairs of the Senate and 
                the Committee on Financial Services of the House of 
                Representatives a report on the activities of the 
                Advocate for Small Business Capital Formation during 
                the immediately preceding fiscal year.
                  ``(B) Contents.--Each report required under 
                subparagraph (A) shall include--
                          ``(i) appropriate statistical information and 
                        full and substantive analysis;
                          ``(ii) information on steps that the Advocate 
                        for Small Business Capital Formation has taken 
                        during the reporting period to improve small 
                        business services and the responsiveness of the 
                        Commission and self-regulatory organizations to 
                        small business and small business investor 
                        concerns;
                          ``(iii) a summary of the most serious issues 
                        encountered by small businesses and small 
                        business investors, including any unique issues 
                        encountered by minority-owned and women-owned 
                        small businesses and their investors, during 
                        the reporting period;
                          ``(iv) an inventory of the items summarized 
                        under clause (iii) (including items summarized 
                        under such clause for any prior reporting 
                        period on which no action has been taken or 
                        that have not been resolved to the satisfaction 
                        of the Advocate for Small Business Capital 
                        Formation as of the beginning of the reporting 
                        period covered by the report) that includes--
                                  ``(I) identification of any action 
                                taken by the Commission or the self-
                                regulatory organization and the result 
                                of such action;
                                  ``(II) the length of time that each 
                                item has remained on such inventory; 
                                and
                                  ``(III) for items on which no action 
                                has been taken, the reasons for 
                                inaction, and an identification of any 
                                official who is responsible for such 
                                action;
                          ``(v) recommendations for such changes to the 
                        regulations, guidance and orders of the 
                        Commission and such legislative actions as may 
                        be appropriate to resolve problems with the 
                        Commission and self-regulatory organizations 
                        encountered by small businesses and small 
                        business investors and to encourage small 
                        business capital formation; and
                          ``(vi) any other information, as determined 
                        appropriate by the Advocate for Small Business 
                        Capital Formation.
                  ``(C) Confidentiality.--No report required by 
                subparagraph (A) may contain confidential information.
                  ``(D) Independence.--Each report required under 
                subparagraph (A) shall be provided directly to the 
                committees of Congress listed in such subparagraph 
                without any prior review or comment from the 
                Commission, any commissioner, any other officer or 
                employee of the Commission, or the Office of Management 
                and Budget.
          ``(7) Regulations.--The Commission shall establish procedures 
        requiring a formal response to all recommendations submitted to 
        the Commission by the Advocate for Small Business Capital 
        Formation, not later than 3 months after the date of such 
        submission.
          ``(8) Government-business forum on small business capital 
        formation.--The Advocate for Small Business Capital Formation 
        shall be responsible for planning, organizing, and executing 
        the annual Government-Business Forum on Small Business Capital 
        Formation described in section 503 of the Small Business 
        Investment Incentive Act of 1980 (15 U.S.C. 80c-1).
          ``(9) Rule of construction.--Nothing in this subsection may 
        be construed as replacing or reducing the responsibilities of 
        the Investor Advocate with respect to small business 
        investors.''.
  (b) Small Business Capital Formation Advisory Committee.--The 
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by 
inserting after section 39 the following:

``SEC. 40. SMALL BUSINESS CAPITAL FORMATION ADVISORY COMMITTEE.

  ``(a) Establishment and Purpose.--
          ``(1) Establishment.--There is established within the 
        Commission the Small Business Capital Formation Advisory 
        Committee (hereafter in this section referred to as the 
        `Committee').
          ``(2) Functions.--
                  ``(A) In general.--The Committee shall provide the 
                Commission with advice on the Commission's rules, 
                regulations, and policies with regard to the 
                Commission's mission of protecting investors, 
                maintaining fair, orderly, and efficient markets, and 
                facilitating capital formation, as such rules, 
                regulations, and policies relate to--
                          ``(i) capital raising by emerging, privately 
                        held small businesses (`emerging companies') 
                        and publicly traded companies with less than 
                        $250,000,000 in public market capitalization 
                        (`smaller public companies') through securities 
                        offerings, including private and limited 
                        offerings and initial and other public 
                        offerings;
                          ``(ii) trading in the securities of emerging 
                        companies and smaller public companies; and
                          ``(iii) public reporting and corporate 
                        governance requirements of emerging companies 
                        and smaller public companies.
                  ``(B) Limitation.--The Committee shall not provide 
                any advice with respect to any policies, practices, 
                actions, or decisions concerning the Commission's 
                enforcement program.
  ``(b) Membership.--
          ``(1) In general.--The members of the Committee shall be--
                  ``(A) the Advocate for Small Business Capital 
                Formation;
                  ``(B) not fewer than 10, and not more than 20, 
                members appointed by the Commission, from among 
                individuals--
                          ``(i) who represent--
                                  ``(I) emerging companies engaging in 
                                private and limited securities 
                                offerings or considering initial public 
                                offerings (`IPO') (including the 
                                companies' officers and directors);
                                  ``(II) the professional advisors of 
                                such companies (including attorneys, 
                                accountants, investment bankers, and 
                                financial advisors); and
                                  ``(III) the investors in such 
                                companies (including angel investors, 
                                venture capital funds, and family 
                                offices);
                          ``(ii) who are officers or directors of 
                        minority-owned small businesses and women-owned 
                        small businesses;
                          ``(iii) who represent--
                                  ``(I) smaller public companies 
                                (including the companies' officers and 
                                directors);
                                  ``(II) the professional advisors of 
                                such companies (including attorneys, 
                                auditors, underwriters, and financial 
                                advisors); and
                                  ``(III) the pre-IPO and post-IPO 
                                investors in such companies (both 
                                institutional, such as venture capital 
                                funds, and individual, such as angel 
                                investors); and
                          ``(iv) who represent participants in the 
                        marketplace for the securities of emerging 
                        companies and smaller public companies, such as 
                        securities exchanges, alternative trading 
                        systems, analysts, information processors, and 
                        transfer agents; and
                  ``(C) 3 non-voting members--
                          ``(i) 1 of whom shall be appointed by the 
                        Investor Advocate;
                          ``(ii) 1 of whom shall be appointed by the 
                        North American Securities Administrators 
                        Association; and
                          ``(iii) 1 of whom shall be appointed by the 
                        Administrator of the Small Business 
                        Administration.
          ``(2) Term.--Each member of the Committee appointed under 
        subparagraph (B), (C)(ii), or (C)(iii) of paragraph (1) shall 
        serve for a term of 4 years.
          ``(3) Members not commission employees.--Members appointed 
        under subparagraph (B), (C)(ii), or (C)(iii) of paragraph (1) 
        shall not be treated as employees or agents of the Commission 
        solely because of membership on the Committee.
  ``(c) Chairman; Vice Chairman; Secretary; Assistant Secretary.--
          ``(1) In general.--The members of the Committee shall elect, 
        from among the members of the Committee--
                  ``(A) a chairman;
                  ``(B) a vice chairman;
                  ``(C) a secretary; and
                  ``(D) an assistant secretary.
          ``(2) Term.--Each member elected under paragraph (1) shall 
        serve for a term of 3 years in the capacity for which the 
        member was elected under paragraph (1).
  ``(d) Meetings.--
          ``(1) Frequency of meetings.--The Committee shall meet--
                  ``(A) not less frequently than four times annually, 
                at the call of the chairman of the Committee; and
                  ``(B) from time to time, at the call of the 
                Commission.
          ``(2) Notice.--The chairman of the Committee shall give the 
        members of the Committee written notice of each meeting, not 
        later than 2 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 member 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 services for the Committee, 
        be allowed travel expenses, including per diem in lieu of 
        subsistence, in the same manner as persons employed 
        intermittently in the Government service are allowed expenses 
        under section 5703 of title 5, United States Code.
  ``(f) Staff.--The Commission shall make available to the Committee 
such staff as the chairman of the Committee determines are necessary to 
carry out this section.
  ``(g) Review by Commission.--The Commission shall--
          ``(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 recommendation of the 
                Committee; and
                  ``(B) disclosing the action, if any, the Commission 
                intends to take with respect to the finding or 
                recommendation.''.
  (c) Annual Government-Business Forum on Small Business Capital 
Formation.--Section 503(a) of the Small Business Investment Incentive 
Act of 1980 (15 U.S.C. 80c-1(a)) is amended by inserting ``(acting 
through the Office of the Advocate for Small Business Capital Formation 
and in consultation with the Small Business Capital Formation Advisory 
Committee)'' after ``Securities and Exchange Commission''.

             Subtitle H--Small Business Credit Availability

SEC. 1036. BUSINESS DEVELOPMENT COMPANY OWNERSHIP OF SECURITIES OF 
                    INVESTMENT ADVISERS AND CERTAIN FINANCIAL 
                    COMPANIES.

  (a) In General.--
          (1) In general.--Not later than 1 year after the date of 
        enactment of this Act, the Securities and Exchange Commission 
        shall promulgate regulations to codify the order in Investment 
        Company Act Release No. 30024, dated March 30, 2012. If the 
        Commission fails to complete the regulations as required by 
        this subsection, a business development company shall be 
        entitled to treat such regulations as having been completed in 
        accordance with the actions required to be taken by the 
        Commission until such time as such regulations are completed by 
        the Commission.
          (2) Rule of construction.--Nothing in this subsection shall 
        prevent the Commission from issuing rules to address potential 
        conflicts of interest between business development companies 
        and investment advisers.
  (b) Permissible Assets of an Eligible Portfolio Company.--Section 55 
of the Investment Company Act of 1940 (15 U.S.C. 80a-54) is amended by 
adding at the end the following:
  ``(c) Securities Deemed To Be Permissible Assets.--Notwithstanding 
subsection (a), securities that would be described in paragraphs (1) 
through (6) of such subsection except that the issuer is a company 
described in paragraph (2), (3), (4), (5), (6), or (9) of section 3(c) 
may be deemed to be assets described in paragraphs (1) through (6) of 
subsection (a) to the extent necessary for the sum of the assets to 
equal 70 percent of the value of a business development company's total 
assets (other than assets described in paragraph (7) of subsection 
(a)), provided that the aggregate value of such securities counting 
toward such 70 percent shall not exceed 20 percent of the value of the 
business development company's total assets.''.

SEC. 1037. EXPANDING ACCESS TO CAPITAL FOR BUSINESS DEVELOPMENT 
                    COMPANIES.

  (a) In General.--Section 61(a) of the Investment Company Act of 1940 
(15 U.S.C. 80a-60(a)) is amended--
          (1) by redesignating paragraphs (2) through (4) as paragraphs 
        (3) through (5), respectively;
          (2) by striking paragraph (1) and inserting the following:
          ``(1) Except as provided in paragraph (2), the asset coverage 
        requirements of subparagraphs (A) and (B) of section 18(a)(1) 
        (and any related rule promulgated under this Act) applicable to 
        business development companies shall be 200 percent.
          ``(2) The asset coverage requirements of subparagraphs (A) 
        and (B) of section 18(a)(1) and of subparagraphs (A) and (B) of 
        section 18(a)(2) (and any related rule promulgated under this 
        Act) applicable to a business development company shall be 150 
        percent if--
                  ``(A) within five business days of the approval of 
                the adoption of the asset coverage requirements 
                described in clause (ii), the business development 
                company discloses such approval and the date of its 
                effectiveness in a Form 8-K filed with the Commission 
                and in a notice on its website and discloses in its 
                periodic filings made under section 13 of the 
                Securities Exchange Act of 1934 (15 U.S.C. 78m)--
                          ``(i) the aggregate value of the senior 
                        securities issued by such company and the asset 
                        coverage percentage as of the date of such 
                        company's most recent financial statements; and
                          ``(ii) that such company has adopted the 
                        asset coverage requirements of this 
                        subparagraph and the effective date of such 
                        requirements;
                  ``(B) with respect to a business development company 
                that issues equity securities that are registered on a 
                national securities exchange, the periodic filings of 
                the company under section 13(a) of the Securities 
                Exchange Act of 1934 (15 U.S.C. 78m) include 
                disclosures reasonably designed to ensure that 
                shareholders are informed of--
                          ``(i) the amount of indebtedness and asset 
                        coverage ratio of the company, determined as of 
                        the date of the financial statements of the 
                        company dated on or most recently before the 
                        date of such filing; and
                          ``(ii) the principal risk factors associated 
                        with such indebtedness, to the extent such risk 
                        is incurred by the company; and
                  ``(C)(i) the application of this paragraph to the 
                company is approved by the required majority (as 
                defined in section 57(o)) of the directors of or 
                general partners of such company who are not interested 
                persons of the business development company, which 
                application shall become effective on the date that is 
                1 year after the date of the approval, and, with 
                respect to a business development company that issues 
                equity securities that are not registered on a national 
                securities exchange, the company extends, to each 
                person who is a shareholder as of the date of the 
                approval, an offer to repurchase the equity securities 
                held by such person as of such approval date, with 25 
                percent of such securities to be repurchased in each of 
                the four quarters following such approval date; or
                  ``(ii) the company obtains, at a special or annual 
                meeting of shareholders or partners at which a quorum 
                is present, the approval of more than 50 percent of the 
                votes cast of the application of this paragraph to the 
                company, which application shall become effective on 
                the date immediately after the date of the approval.'';
          (3) in paragraph (3) (as redesignated), by inserting ``or 
        which is a stock, provided that all such stock is issued in 
        accordance with paragraph (6)'' after ``indebtedness'';
          (4) in subparagraph (A) of paragraph (4) (as redesignated)--
                  (A) in the matter preceding clause (i), by striking 
                ``voting''; and
                  (B) by amending clause (iii) to read as follows:
                          ``(iii) the exercise or conversion price at 
                        the date of issuance of such warrants, options, 
                        or rights is not less than--
                                  ``(I) the market value of the 
                                securities issuable upon the exercise 
                                of such warrants, options, or rights at 
                                the date of issuance of such warrants, 
                                options, or rights; or
                                  ``(II) if no such market value 
                                exists, the net asset value of the 
                                securities issuable upon the exercise 
                                of such warrants, options, or rights at 
                                the date of issuance of such warrants, 
                                options, or rights; and''; and
          (5) by adding at the end the following:
          ``(6)(A) Qualified institutional buyer.--Except as provided 
        in subparagraph (B), the following shall not apply to a senior 
        security which is a stock and which is issued to and held by a 
        qualified institutional buyer (as defined in section 3(a)(64) 
        of the Securities Exchange Act of 1934):
                  ``(i) Subparagraphs (C) and (D) of section 18(a)(2).
                  ``(ii) Subparagraph (E) of section 18(a)(2), to the 
                extent such subparagraph requires any priority over any 
                other class of stock as to distribution of assets upon 
                liquidation.
                  ``(iii) With respect to a senior security which is a 
                stock, subsections (c) and (i) of section 18.
          ``(B) Individual investors who are not qualified 
        institutional buyers.--Subparagraph (A) shall not apply with 
        respect to a senior security which is a stock and which is 
        issued to a person who is not known by the business development 
        company to be a qualified institutional buyer (as defined in 
        section 3(a) of the Securities Exchange Act of 1934).
          ``(7) Rule of construction.--Notwithstanding any other 
        provision of law, any additional class of stock issued pursuant 
        to this section must be issued in accordance with all investor 
        protections contained in all applicable federal securities laws 
        administered by the Commission.''.
  (b) Conforming Amendments.--The Investment Company Act of 1940 (15 
U.S.C. 80a-1 et seq.) is amended--
          (1) in section 57--
                  (A) in subsection (j)(1), by striking ``section 
                61(a)(3)(B)'' and inserting ``section 61(a)(4)(B)''; 
                and
                  (B) in subsection (n)(2), by striking ``section 
                61(a)(3)(B)'' and inserting ``section 61(a)(4)(B)''; 
                and
          (2) in section 63(3), by striking ``section 61(a)(3)'' and 
        inserting ``section 61(a)(4)''.

SEC. 1038. PARITY FOR BUSINESS DEVELOPMENT COMPANIES REGARDING OFFERING 
                    AND PROXY RULES.

  (a) Revision to Rules.--Not later than 1 year after the date of 
enactment of this Act, the Securities and Exchange Commission shall 
revise any rules to the extent necessary to allow a business 
development company that has filed an election pursuant to section 54 
of the Investment Company Act of 1940 (15 U.S.C. 80a-53) to use the 
securities offering and proxy rules that are available to other issuers 
that are required to file reports under section 13 or section 15(d) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78m; 78o(d)). Any action 
that the Commission takes pursuant to this subsection shall include the 
following:
          (1) The Commission shall revise rule 405 under the Securities 
        Act of 1933 (17 C.F.R. 230.405)--
                  (A) to remove the exclusion of a business development 
                company from the definition of a well-known seasoned 
                issuer provided by that rule; and
                  (B) to add registration statements filed on Form N-2 
                to the definition of automatic shelf registration 
                statement provided by that rule.
          (2) The Commission shall revise rules 168 and 169 under the 
        Securities Act of 1933 (17 C.F.R. 230.168 and 230.169) to 
        remove the exclusion of a business development company from an 
        issuer that can use the exemptions provided by those rules.
          (3) The Commission shall revise rules 163 and 163A under the 
        Securities Act of 1933 (17 C.F.R. 230.163 and 230.163A) to 
        remove a business development company from the list of issuers 
        that are ineligible to use the exemptions provided by those 
        rules.
          (4) The Commission shall revise rule 134 under the Securities 
        Act of 1933 (17 C.F.R. 230.134) to remove the exclusion of a 
        business development company from that rule.
          (5) The Commission shall revise rules 138 and 139 under the 
        Securities Act of 1933 (17 C.F.R. 230.138 and 230.139) to 
        specifically include a business development company as an 
        issuer to which those rules apply.
          (6) The Commission shall revise rule 164 under the Securities 
        Act of 1933 (17 C.F.R. 230.164) to remove a business 
        development company from the list of issuers that are excluded 
        from that rule.
          (7) The Commission shall revise rule 433 under the Securities 
        Act of 1933 (17 C.F.R. 230.433) to specifically include a 
        business development company that is a well-known seasoned 
        issuer as an issuer to which that rule applies.
          (8) The Commission shall revise rule 415 under the Securities 
        Act of 1933 (17 C.F.R. 230.415)--
                  (A) to state that the registration for securities 
                provided by that rule includes securities registered by 
                a business development company on Form N-2; and
                  (B) to provide an exception for a business 
                development company from the requirement that a Form N-
                2 registrant must furnish the undertakings required by 
                item 34.4 of Form N-2.
          (9) The Commission shall revise rule 497 under the Securities 
        Act of 1933 (17 C.F.R. 230.497) to include a process for a 
        business development company to file a form of prospectus that 
        is parallel to the process for filing a form of prospectus 
        under rule 424(b).
          (10) The Commission shall revise rules 172 and 173 under the 
        Securities Act of 1933 (17 C.F.R. 230.172 and 230.173) to 
        remove the exclusion of an offering of a business development 
        company from those rules.
          (11) The Commission shall revise rule 418 under the 
        Securities Act of 1933 (17 C.F.R. 230.418) to provide that a 
        business development company that would otherwise meet the 
        eligibility requirements of General Instruction I.A of Form S-3 
        shall be exempt from paragraph (a)(3) of that rule.
          (12) The Commission shall revise rule 14a-101 under the 
        Securities Exchange Act of 1934 (17 C.F.R. 240.14a-101) to 
        provide that a business development company that would 
        otherwise meet the requirements of General Instruction I.A of 
        Form S-3 shall be deemed to meet the requirements of Form S-3 
        for purposes of Schedule 14A.
          (13) The Commission shall revise rule 103 under Regulation FD 
        (17 C.F.R. 243.103) to provide that paragraph (a) of that rule 
        applies for purposes of Form N-2.
  (b) Revision to Form N-2.--Not later than 1 year after the date of 
enactment of this Act, the Commission shall revise Form N-2--
          (1) to include an item or instruction that is similar to item 
        12 on Form S-3 to provide that a business development company 
        that would otherwise meet the requirements of Form S-3 shall 
        incorporate by reference its reports and documents filed under 
        the Securities Exchange Act of 1934 into its registration 
        statement filed on Form N-2; and
          (2) to include an item or instruction that is similar to the 
        instruction regarding automatic shelf offerings by well-known 
        seasoned issuers on Form S-3 to provide that a business 
        development company that is a well-known seasoned issuer may 
        file automatic shelf offerings on Form N-2.
  (c) Treatment if Revisions Not Completed in Timely Manner.--If the 
Commission fails to complete the revisions required by subsections (a) 
and (b) by the time required by such subsections, a business 
development company shall be entitled to treat such revisions as having 
been completed in accordance with the actions required to be taken by 
the Commission by such subsections until such time as such revisions 
are completed by the Commission.
  (d) Rule of Construction.--Any reference in this section to a rule or 
form means such rule or form or any successor rule or form.

                    Subtitle I--Fostering Innovation

SEC. 1041. TEMPORARY EXEMPTION FOR LOW-REVENUE ISSUERS.

  Section 404 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262) is 
amended by adding at the end the following:
  ``(d) Temporary Exemption for Low-Revenue Issuers.--
          ``(1) Low-revenue exemption.--Subsection (b) shall not apply 
        with respect to an audit report prepared for an issuer that--
                  ``(A) ceased to be an emerging growth company on the 
                last day of the fiscal year of the issuer following the 
                fifth anniversary of the date of the first sale of 
                common equity securities of the issuer pursuant to an 
                effective registration statement under the Securities 
                Act of 1933;
                  ``(B) had average annual gross revenues of less than 
                $50,000,000 as of its most recently completed fiscal 
                year; and
                  ``(C) is not a large accelerated filer.
          ``(2) Expiration of temporary exemption.--An issuer ceases to 
        be eligible for the exemption described under paragraph (1) at 
        the earliest of--
                  ``(A) the last day of the fiscal year of the issuer 
                following the tenth anniversary of the date of the 
                first sale of common equity securities of the issuer 
                pursuant to an effective registration statement under 
                the Securities Act of 1933;
                  ``(B) the last day of the fiscal year of the issuer 
                during which the average annual gross revenues of the 
                issuer exceed $50,000,000; or
                  ``(C) the date on which the issuer becomes a large 
                accelerated filer.
          ``(3) Definitions.--For purposes of this subsection:
                  ``(A) Average annual gross revenues.--The term 
                `average annual gross revenues' means the total gross 
                revenues of an issuer over its most recently completed 
                three fiscal years divided by three.
                  ``(B) Emerging growth company.--The term `emerging 
                growth company' has the meaning given such term under 
                section 3 of the Securities Exchange Act of 1934 (15 
                U.S.C. 78c).
                  ``(C) Large accelerated filer.--The term `large 
                accelerated filer' has the meaning given that term 
                under section 240.12b-2 of title 17, Code of Federal 
                Regulations, or any successor thereto.''.

        Subtitle J--Small Business Capital Formation Enhancement

SEC. 1046. ANNUAL REVIEW OF GOVERNMENT-BUSINESS FORUM ON CAPITAL 
                    FORMATION.

  Section 503 of the Small Business Investment Incentive Act of 1980 
(15 U.S.C. 80c-1) is amended by adding at the end the following:
  ``(e) The Commission shall--
          ``(1) review the findings and recommendations of the forum; 
        and
          ``(2) each time the forum submits a finding or recommendation 
        to the Commission, promptly issue a public statement--
                  ``(A) assessing the finding or recommendation of the 
                forum; and
                  ``(B) disclosing the action, if any, the Commission 
                intends to take with respect to the finding or 
                recommendation.''.

              Subtitle K--Helping Angels Lead Our Startups

SEC. 1051. DEFINITION OF ANGEL INVESTOR GROUP.

  As used in this subtitle, the term ``angel investor group'' means any 
group that--
          (1) is composed of accredited investors interested in 
        investing personal capital in early-stage companies;
          (2) holds regular meetings and has defined processes and 
        procedures for making investment decisions, either individually 
        or among the membership of the group as a whole; and
          (3) is neither associated nor affiliated with brokers, 
        dealers, or investment advisers.

SEC. 1052. CLARIFICATION OF GENERAL SOLICITATION.

  (a) In General.--Not later than 6 months after the date of enactment 
of this Act, the Securities and Exchange Commission shall revise 
Regulation D of its rules (17 C.F.R. 230.500 et seq.) to require that 
in carrying out the prohibition against general solicitation or general 
advertising contained in section 230.502(c) of title 17, Code of 
Federal Regulations, the prohibition shall not apply to a presentation 
or other communication made by or on behalf of an issuer which is made 
at an event--
          (1) sponsored by--
                  (A) the United States or any territory thereof, by 
                the District of Columbia, by any State, by a political 
                subdivision of any State or territory, or by any agency 
                or public instrumentality of any of the foregoing;
                  (B) a college, university, or other institution of 
                higher education;
                  (C) a nonprofit organization;
                  (D) an angel investor group;
                  (E) a venture forum, venture capital association, or 
                trade association; or
                  (F) any other group, person or entity as the 
                Securities and Exchange Commission may determine by 
                rule;
          (2) where any advertising for the event does not reference 
        any specific offering of securities by the issuer;
          (3) the sponsor of which--
                  (A) does not make investment recommendations or 
                provide investment advice to event attendees;
                  (B) does not engage in an active role in any 
                investment negotiations between the issuer and 
                investors attending the event;
                  (C) does not charge event attendees any fees other 
                than administrative fees; and
                  (D) does not receive any compensation with respect to 
                such event that would require registration of the 
                sponsor as a broker or a dealer under the Securities 
                Exchange Act of 1934, or as an investment advisor under 
                the Investment Advisers Act of 1940; and
          (4) where no specific information regarding an offering of 
        securities by the issuer is communicated or distributed by or 
        on behalf of the issuer, other than--
                  (A) that the issuer is in the process of offering 
                securities or planning to offer securities;
                  (B) the type and amount of securities being offered;
                  (C) the amount of securities being offered that have 
                already been subscribed for; and
                  (D) the intended use of proceeds of the offering.
  (b) Rule of Construction.--Subsection (a) may only be construed as 
requiring the Securities and Exchange Commission to amend the 
requirements of Regulation D with respect to presentations and 
communications, and not with respect to purchases or sales.

                     Subtitle L--Main Street Growth

SEC. 1056. VENTURE EXCHANGES.

  (a) Securities Exchange Act of 1934.--Section 6 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end 
the following:
  ``(m) Venture Exchange.--
          ``(1) Registration.--
                  ``(A) In general.--A national securities exchange may 
                elect to be treated (or for a listing tier of such 
                exchange to be treated) as a venture exchange by 
                notifying the Commission of such election, either at 
                the time the exchange applies to be registered as a 
                national securities exchange or after registering as a 
                national securities exchange.
                  ``(B) Determination time period.--With respect to a 
                securities exchange electing to be treated (or for a 
                listing tier of such exchange to be treated) as a 
                venture exchange--
                          ``(i) at the time the exchange applies to be 
                        registered as a national securities exchange, 
                        such application and election shall be deemed 
                        to have been approved by the Commission unless 
                        the Commission denies such application before 
                        the end of the 6-month period beginning on the 
                        date the Commission received such application; 
                        and
                          ``(ii) after registering as a national 
                        securities exchange, such election shall be 
                        deemed to have been approved by the Commission 
                        unless the Commission denies such approval 
                        before the end of the 6-month period beginning 
                        on the date the Commission received 
                        notification of such election.
          ``(2) Powers and restrictions.--A venture exchange--
                  ``(A) may only constitute, maintain, or provide a 
                market place or facilities for bringing together 
                purchasers and sellers of venture securities;
                  ``(B) may determine the increment to be used for 
                quoting and trading venture securities on the exchange;
                  ``(C) shall disseminate last sale and quotation 
                information on terms that are fair and reasonable and 
                not unreasonably discriminatory;
                  ``(D) may choose to carry out periodic auctions for 
                the sale of a venture security instead of providing 
                continuous trading of the venture security; and
                  ``(E) may not extend unlisted trading privileges to 
                any venture security.
          ``(3) Exemptions from certain national security exchange 
        regulations.--A venture exchange shall not be required to--
                  ``(A) comply with any of sections 242.600 through 
                242.612 of title 17, Code of Federal Regulations;
                  ``(B) comply with any of sections 242.300 through 
                242.303 of title 17, Code of Federal Regulations;
                  ``(C) submit any data to a securities information 
                processor; or
                  ``(D) use decimal pricing.
          ``(4) Treatment of certain exempted securities.--A security 
        that is exempt from registration pursuant to section 3(b) of 
        the Securities Act of 1933 shall be exempt from section 12(a) 
        of this title with respect to the trading of such security on a 
        venture exchange, if the issuer of such security is in 
        compliance with all disclosure obligations of such section 3(b) 
        and the regulations issued under such section.
          ``(5) Definitions.--For purposes of this subsection:
                  ``(A) Early-stage, growth company.--
                          ``(i) In general.--The term `early-stage, 
                        growth company' means an issuer--
                                  ``(I) that has not made an initial 
                                public offering of any securities of 
                                the issuer; and
                                  ``(II) with a market capitalization 
                                of $1,000,000,000 (as such amount is 
                                indexed for inflation every 5 years by 
                                the Commission to reflect the change in 
                                the Consumer Price Index for All Urban 
                                Consumers published by the Bureau of 
                                Labor Statistics, setting the threshold 
                                to the nearest $1,000,000) or less.
                          ``(ii) Treatment when market capitalization 
                        exceeds threshold.--
                                  ``(I) In general.--In the case of an 
                                issuer that is an early-stage, growth 
                                company the securities of which are 
                                traded on a venture exchange, such 
                                issuer shall not cease to be an early-
                                stage, growth company by reason of the 
                                market capitalization of such issuer 
                                exceeding the threshold specified in 
                                clause (i)(II) until the end of the 
                                period of 24 consecutive months during 
                                which the market capitalization of such 
                                issuer exceeds $2,000,000,000 (as such 
                                amount is indexed for inflation every 5 
                                years by the Commission to reflect the 
                                change in the Consumer Price Index for 
                                All Urban Consumers published by the 
                                Bureau of Labor Statistics, setting the 
                                threshold to the nearest $1,000,000).
                                  ``(II) Exemptions.--If an issuer 
                                would cease to be an early-stage, 
                                growth company under subclause (I), the 
                                venture exchange may, at the request of 
                                the issuer, exempt the issuer from the 
                                market capitalization requirements of 
                                this subparagraph for the 1-year period 
                                that begins on the day after the end of 
                                the 24-month period described in such 
                                subclause. The venture exchange may, at 
                                the request of the issuer, extend the 
                                exemption for 1 additional year.
                  ``(B) Venture security.--The term `venture security' 
                means--
                          ``(i) securities of an early-stage, growth 
                        company that are exempt from registration 
                        pursuant to section 3(b) of the Securities Act 
                        of 1933; and
                          ``(ii) securities of an emerging growth 
                        company.''.
  (b) Securities Act of 1933.--Section 18(b)(1) of the Securities Act 
of 1933 (15 U.S.C. 77r(b)(1)) is amended--
          (1) in subparagraph (B), by striking ``or'' at the end;
          (2) in subparagraph (C), by striking the period and inserting 
        ``; or''; and
          (3) by adding at the end the following:
                  ``(D) a venture security, as defined under section 
                6(m)(5) of the Securities Exchange Act of 1934.''.
  (c) Sense of Congress.--It is the sense of the Congress that the 
Securities and Exchange Commission should--
          (1) when necessary or appropriate in the public interest and 
        consistent with the protection of investors, make use of the 
        Commission's general exemptive authority under section 36 of 
        the Securities Exchange Act of 1934 (15 U.S.C. 78mm) with 
        respect to the provisions added by this section; and
          (2) if the Commission determines appropriate, create an 
        Office of Venture Exchanges within the Commission's Division of 
        Trading and Markets.
  (d) Rule of Construction.--Nothing in this section or the amendments 
made by this section shall be construed to impair or limit the 
construction of the antifraud provisions of the securities laws (as 
defined in section 3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a))) or the authority of the Securities and Exchange 
Commission under those provisions.
  (e) Effective Date for Tiers of Existing National Securities 
Exchanges.--In the case of a securities exchange that is registered as 
a national securities exchange under section 6 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78f) on the date of the enactment of 
this Act, any election for a listing tier of such exchange to be 
treated as a venture exchange under subsection (m) of such section 
shall not take effect before the date that is 180 days after such date 
of enactment.

                 Subtitle M--Micro Offering Safe Harbor

SEC. 1061. EXEMPTIONS FOR MICRO-OFFERINGS.

  (a) In General.--Section 4 of the Securities Act of 1933 (15 U.S.C. 
77d) is amended--
          (1) in subsection (a), by adding at the end the following:
          ``(8) transactions meeting the requirements of subsection 
        (f).''; and
          (2) by adding at the end the following:
  ``(f) Certain Micro-Offerings.--The transactions referred to in 
subsection (a)(8) are transactions involving the sale of securities by 
an issuer (including all entities controlled by or under common control 
with the issuer) that meet all of the following requirements:
          ``(1) Pre-existing relationship.--Each purchaser has a 
        substantive pre-existing relationship with an officer of the 
        issuer, a director of the issuer, or a shareholder holding 10 
        percent or more of the shares of the issuer.
          ``(2) 35 or fewer purchasers.--There are no more than, or the 
        issuer reasonably believes that there are no more than, 35 
        purchasers of securities from the issuer that are sold in 
        reliance on the exemption provided under subsection (a)(8) 
        during the 12-month period preceding such transaction.
          ``(3) Small offering amount.--The aggregate amount of all 
        securities sold by the issuer, including any amount sold in 
        reliance on the exemption provided under subsection (a)(8), 
        during the 12-month period preceding such transaction, does not 
        exceed $500,000.''.
  (b) Exemption Under State Regulations.--Section 18(b)(4) of the 
Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended--
          (1) in subparagraph (F), by striking ``or'' at the end;
          (2) in subparagraph (G), by striking the period and inserting 
        ``; or''; and
          (3) by adding at the end the following:
                  ``(H) section 4(a)(8).''.

               Subtitle N--Private Placement Improvement

SEC. 1066. REVISIONS TO SEC REGULATION D.

  Not later than 45 days following the date of the enactment of this 
Act, the Securities and Exchange Commission shall revise Regulation D 
(17 C.F.R. 501 et seq.) in accordance with the following:
          (1) The Commission shall revise Form D filing requirements to 
        require an issuer offering or selling securities in reliance on 
        an exemption provided under Rule 506 of Regulation D to file 
        with the Commission a single notice of sales containing the 
        information required by Form D for each new offering of 
        securities no earlier than 15 days after the date of the first 
        sale of securities in the offering. The Commission shall not 
        require such an issuer to file any notice of sales containing 
        the information required by Form D except for the single notice 
        described in the previous sentence.
          (2) The Commission shall make the information contained in 
        each Form D filing available to the securities commission (or 
        any agency or office performing like functions) of each State 
        and territory of the United States and the District of 
        Columbia.
          (3) The Commission shall not condition the availability of 
        any exemption for an issuer under Rule 506 of Regulation D (17 
        C.F.R. 230.506) on the issuer's or any other person's filing 
        with the Commission of a Form D or any similar report.
          (4) The Commission shall not require issuers to submit 
        written general solicitation materials to the Commission in 
        connection with a Rule 506(c) offering, except when the 
        Commission requests such materials pursuant to the Commission's 
        authority under section 8A or section 20 of the Securities Act 
        of 1933 (15 U.S.C. 77h-1 or 77t) or section 9, 10(b), 21A, 21B, 
        or 21C of the Securities Exchange Act of 1934 (15 U.S.C. 78i, 
        78j(b), 78u-1, 78u-2, or 78u-3).
          (5) The Commission shall not extend the requirements 
        contained in Rule 156 to private funds.
          (6) The Commission shall revise Rule 501(a) of Regulation D 
        to provide that a person who is a ``knowledgeable employee'' of 
        a private fund or the fund's investment adviser, as defined in 
        Rule 3c-5(a)(4) (17 C.F.R. 270.3c-5(a)(4)), shall be an 
        accredited investor for purposes of a Rule 506 offering of a 
        private fund with respect to which the person is a 
        knowledgeable employee.

              Subtitle O--Supporting America's Innovators

SEC. 1071. INVESTOR LIMITATION FOR QUALIFYING VENTURE CAPITAL FUNDS.

  Section 3(c)(1) of the Investment Company Act of 1940 (15 U.S.C. 80a-
3(c)(1)) is amended--
          (1) by inserting after ``one hundred persons'' the following: 
        ``(or, with respect to a qualifying venture capital fund, 250 
        persons)''; and
          (2) by adding at the end the following:
                  ``(C) The term `qualifying venture capital fund' 
                means any venture capital fund (as defined pursuant to 
                section 203(l)(1) of the Investment Advisers Act of 
                1940 (15 U.S.C. 80b-3(l)(1)) with no more than 
                $10,000,000 in invested capital, as such dollar amount 
                is annually adjusted by the Commission to reflect the 
                change in the Consumer Price Index for All Urban 
                Consumers published by the Bureau of Labor Statistics 
                of the Department of Labor.''.

                      Subtitle P--Fix Crowdfunding

SEC. 1076. CROWDFUNDING VEHICLES.

  (a) Amendments to the Securities Act of 1933.--The Securities Act of 
1933 (15 U.S.C. 77a et seq.) is amended--
          (1) in section 4A(f)(3), by inserting ``by any of paragraphs 
        (1) through (14) of'' before ``section 3(c)''; and
          (2) in section 4(a)(6)(B), by inserting after ``any 
        investor'' the following: ``, other than a crowdfunding vehicle 
        (as defined in section 2(a) of the Investment Company Act of 
        1940),''.
  (b) Amendments to the Investment Company Act of 1940.--The Investment 
Company Act of 1940 (15 U.S.C. 80a-1 et seq.) is amended--
          (1) in section 2(a), by adding at the end the following:
          ``(55) The term `crowdfunding vehicle' means a company--
                  ``(A) whose purpose (as set forth in its 
                organizational documents) is limited to acquiring, 
                holding, and disposing securities issued by a single 
                company in one or more transactions and made pursuant 
                to section 4(a)(6) of the Securities Act of 1933;
                  ``(B) which issues only one class of securities;
                  ``(C) which receives no compensation in connection 
                with such acquisition, holding, or disposition of 
                securities;
                  ``(D) no associated person of which receives any 
                compensation in connection with such acquisition, 
                holding or disposition of securities unless such person 
                is acting as or on behalf of an investment adviser 
                registered under the Investment Advisers Act of 1940 or 
                registered as an investment adviser in the State in 
                which the investment adviser maintains its principal 
                office and place of business;
                  ``(E) the securities of which have been issued in a 
                transaction made pursuant to section 4(a)(6) of the 
                Securities Act of 1933, where both the crowdfunding 
                vehicle and the company whose securities it holds are 
                co-issuers;
                  ``(F) which is current in its ongoing disclosure 
                obligations under Rule 202 of Regulation Crowdfunding 
                (17 C.F.R. 227.202);
                  ``(G) the company whose securities it holds is 
                current in its ongoing disclosure obligations under 
                Rule 202 of Regulation Crowdfunding (17 C.F.R. 
                227.202); and
                  ``(H) is advised by an investment adviser registered 
                under the Investment Advisers Act of 1940 or registered 
                as an investment adviser in the State in which the 
                investment adviser maintains its principal office and 
                place of business.''; and
          (2) in section 3(c), by adding at the end the following:
          ``(15) Any crowdfunding vehicle.''.

SEC. 1077. CROWDFUNDING EXEMPTION FROM REGISTRATION.

  Section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(6)) is amended--
          (1) by striking ``The Commission'' and inserting the 
        following:
                  ``(A) In general.--The Commission'';
          (2) by striking ``section 4(6)'' and inserting ``section 
        4(a)(6)''; and
          (3) by adding at the end the following:
                  ``(B) Treatment of securities issued by certain 
                issuers.--An exemption under subparagraph (A) shall be 
                unconditional for securities offered by an issuer that 
                had a public float of less than $75,000,000 as of the 
                last business day of the issuer's most recently 
                completed semiannual period, computed by multiplying 
                the aggregate worldwide number of shares of the 
                issuer's common equity securities held by non-
                affiliates by the price at which such securities were 
                last sold (or the average bid and asked prices of such 
                securities) in the principal market for such securities 
                or, in the event the result of such public float 
                calculation is zero, had annual revenues of less than 
                $50,000,000 as of the issuer's most recently completed 
                fiscal year.''.

        Subtitle Q--Corporate Governance Reform and Transparency

SEC. 1081. DEFINITIONS.

  (a) Securities Exchange Act of 1934.--Section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended by adding at the end 
the following new paragraphs:
          ``(83) Proxy advisory firm.--The term `proxy advisory firm' 
        means any person who is primarily engaged in the business of 
        providing proxy voting research, analysis, or recommendations 
        to clients, which conduct constitutes a solicitation within the 
        meaning of section 14 and the Commission's rules and 
        regulations thereunder, except to the extent that the person is 
        exempted by such rules and regulations from requirements 
        otherwise applicable to persons engaged in a solicitation.
          ``(84) Person associated with a proxy advisory firm.--The 
        term `person associated with' a proxy advisory firm means any 
        partner, officer, or director of a proxy advisory firm (or any 
        person occupying a similar status or performing similar 
        functions), any person directly or indirectly controlling, 
        controlled by, or under common control with a proxy advisory 
        firm, or any employee of a proxy advisory firm, except that 
        persons associated with a proxy advisory firm whose functions 
        are clerical or ministerial shall not be included in the 
        meaning of such term. The Commission may by rules and 
        regulations classify, for purposes or any portion or portions 
        of this Act, persons, including employees controlled by a proxy 
        advisory firm.''.
  (b) Applicable Definitions.--As used in this subtitle--
          (1) the term ``Commission'' means the Securities and Exchange 
        Commission; and
          (2) the term ``proxy advisory firm'' has the same meaning as 
        in section 3(a)(83) of the Securities Exchange Act of 1934, as 
        added by this subtitle.

SEC. 1082. REGISTRATION OF PROXY ADVISORY FIRMS.

  (a) Amendment.--The Securities Exchange Act of 1934 is amended by 
inserting after section 15G the following new section:

``SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS.

  ``(a) Conduct Prohibited.--It shall be unlawful for a proxy advisory 
firm to make use of the mails or any means or instrumentality of 
interstate commerce to provide proxy voting research, analysis, or 
recommendations to any client, unless such proxy advisory firm is 
registered under this section.
  ``(b) Registration Procedures.--
          ``(1) Application for registration.--
                  ``(A) In general.--A proxy advisory firm must file 
                with the Commission an application for registration, in 
                such form as the Commission shall require, by rule or 
                regulation, and containing the information described in 
                subparagraph (B).
                  ``(B) Required information.--An application for 
                registration under this section shall contain 
                information regarding--
                          ``(i) a certification that the applicant has 
                        adequate financial and managerial resources to 
                        consistently provide proxy advice based on 
                        accurate information;
                          ``(ii) the procedures and methodologies that 
                        the applicant uses in developing proxy voting 
                        recommendations, including whether and how the 
                        applicant considers the size of a company when 
                        making proxy voting recommendations;
                          ``(iii) the organizational structure of the 
                        applicant;
                          ``(iv) whether or not the applicant has in 
                        effect a code of ethics, and if not, the 
                        reasons therefor;
                          ``(v) any potential or actual conflict of 
                        interest relating to the ownership structure of 
                        the applicant or the provision of proxy 
                        advisory services by the applicant, including 
                        whether the proxy advisory firm engages in 
                        services ancillary to the provision of proxy 
                        advisory services such as consulting services 
                        for corporate issuers, and if so the revenues 
                        derived therefrom;
                          ``(vi) the policies and procedures in place 
                        to manage conflicts of interest under 
                        subsection (f); and
                          ``(vii) any other information and documents 
                        concerning the applicant and any person 
                        associated with such applicant as the 
                        Commission, by rule, may prescribe as necessary 
                        or appropriate in the public interest or for 
                        the protection of investors.
          ``(2) Review of application.--
                  ``(A) Initial determination.--Not later than 90 days 
                after the date on which the application for 
                registration is filed with the Commission under 
                paragraph (1) (or within such longer period as to which 
                the applicant consents) the Commission shall--
                          ``(i) by order, grant registration; or
                          ``(ii) institute proceedings to determine 
                        whether registration should be denied.
                  ``(B) Conduct of proceedings.--
                          ``(i) Content.--Proceedings referred to in 
                        subparagraph (A)(ii) shall--
                                  ``(I) include notice of the grounds 
                                for denial under consideration and an 
                                opportunity for hearing; and
                                  ``(II) be concluded not later than 
                                120 days after the date on which the 
                                application for registration is filed 
                                with the Commission under paragraph 
                                (1).
                          ``(ii) Determination.--At the conclusion of 
                        such proceedings, the Commission, by order, 
                        shall grant or deny such application for 
                        registration.
                          ``(iii) Extension authorized.--The Commission 
                        may extend the time for conclusion of such 
                        proceedings for not longer than 90 days, if it 
                        finds good cause for such extension and 
                        publishes its reasons for so finding, or for 
                        such longer period as to which the applicant 
                        consents.
                  ``(C) Grounds for decision.--The Commission shall 
                grant registration under this subsection--
                          ``(i) if the Commission finds that the 
                        requirements of this section are satisfied; and
                          ``(ii) unless the Commission finds (in which 
                        case the Commission shall deny such 
                        registration) that--
                                  ``(I) the applicant has failed to 
                                certify to the Commission's 
                                satisfaction that it has adequate 
                                financial and managerial resources to 
                                consistently provide proxy advice based 
                                on accurate information and to 
                                materially comply with the procedures 
                                and methodologies disclosed under 
                                paragraph (1)(B) and with subsections 
                                (f) and (g); or
                                  ``(II) if the applicant were so 
                                registered, its registration would be 
                                subject to suspension or revocation 
                                under subsection (e).
          ``(3) Public availability of information.--Subject to section 
        24, the Commission shall make the information and documents 
        submitted to the Commission by a proxy advisory firm in its 
        completed application for registration, or in any amendment 
        submitted under paragraph (1) or (2) of subsection (c), 
        publicly available on the Commission's website, or through 
        another comparable, readily accessible means.
  ``(c) Update of Registration.--
          ``(1) Update.--Each registered proxy advisory firm shall 
        promptly amend and update its application for registration 
        under this section if any information or document provided 
        therein becomes materially inaccurate, except that a registered 
        proxy advisory firm is not required to amend the information 
        required to be filed under subsection (b)(1)(B)(i) by filing 
        information under this paragraph, but shall amend such 
        information in the annual submission of the organization under 
        paragraph (2) of this subsection.
          ``(2) Certification.--Not later than 90 calendar days after 
        the end of each calendar year, each registered proxy advisory 
        firm shall file with the Commission an amendment to its 
        registration, in such form as the Commission, by rule, may 
        prescribe as necessary or appropriate in the public interest or 
        for the protection of investors--
                  ``(A) certifying that the information and documents 
                in the application for registration of such registered 
                proxy advisory firm continue to be accurate in all 
                material respects; and
                  ``(B) listing any material change that occurred to 
                such information or documents during the previous 
                calendar year.
  ``(d) Censure, Denial, or Suspension of Registration; Notice and 
Hearing.--The Commission, by order, shall censure, place limitations on 
the activities, functions, or operations of, suspend for a period not 
exceeding 12 months, or revoke the registration of any registered proxy 
advisory firm if the Commission finds, on the record after notice and 
opportunity for hearing, that such censure, placing of limitations, 
suspension, or revocation is necessary for the protection of investors 
and in the public interest and that such registered proxy advisory 
firm, or any person associated with such an organization, whether prior 
to or subsequent to becoming so associated--
          ``(1) has committed or omitted any act, or is subject to an 
        order or finding, enumerated in subparagraph (A), (D), (E), 
        (H), or (G) of section 15(b)(4), has been convicted of any 
        offense specified in section 15(b)(4)(B), or is enjoined from 
        any action, conduct, or practice specified in subparagraph (C) 
        of section 15(b)(4), during the 10-year period preceding the 
        date of commencement of the proceedings under this subsection, 
        or at any time thereafter;
          ``(2) has been convicted during the 10-year period preceding 
        the date on which an application for registration is filed with 
        the Commission under this section, or at any time thereafter, 
        of--
                  ``(A) any crime that is punishable by imprisonment 
                for one or more years, and that is not described in 
                section 15(b)(4)(B); or
                  ``(B) a substantially equivalent crime by a foreign 
                court of competent jurisdiction;
          ``(3) is subject to any order of the Commission barring or 
        suspending the right of the person to be associated with a 
        registered proxy advisory firm;
          ``(4) fails to furnish the certifications required under 
        subsections (b)(2)(C)(ii)(I) and (c)(2);
          ``(5) has engaged in one or more prohibited acts enumerated 
        in paragraph (1); or
          ``(6) fails to maintain adequate financial and managerial 
        resources to consistently offer advisory services with 
        integrity, including by failing to comply with subsections (f) 
        or (g).
  ``(e) Termination of Registration.--
          ``(1) Voluntary withdrawal.--A registered proxy advisory firm 
        may, upon such terms and conditions as the Commission may 
        establish as necessary in the public interest or for the 
        protection of investors, which terms and conditions shall 
        include at a minimum that the registered proxy advisory firm 
        will no longer conduct such activities as to bring it within 
        the definition of proxy advisory firm in section 3(a)(83) of 
        the Securities Exchange Act of 1934, withdraw from registration 
        by filing a written notice of withdrawal to the Commission.
          ``(2) Commission authority.--In addition to any other 
        authority of the Commission under this title, if the Commission 
        finds that a registered proxy advisory firm is no longer in 
        existence or has ceased to do business as a proxy advisory 
        firm, the Commission, by order, shall cancel the registration 
        under this section of such registered proxy advisory firm.
  ``(f) Management of Conflicts of Interest.--
          ``(1) Organization policies and procedures.--Each registered 
        proxy advisory firm shall establish, maintain, and enforce 
        written policies and procedures reasonably designed, taking 
        into consideration the nature of the business of such 
        registered proxy advisory firm and associated persons, to 
        address and manage any conflicts of interest that can arise 
        from such business.
          ``(2) Commission authority.--The Commission shall issue final 
        rules to prohibit, or require the management and disclosure of, 
        any conflicts of interest relating to the offering of proxy 
        advisory services by a registered proxy advisory firm, 
        including, without limitation, conflicts of interest relating 
        to--
                  ``(A) the manner in which a registered proxy advisory 
                firm is compensated by the client, or any affiliate of 
                the client, for providing proxy advisory services;
                  ``(B) the provision of consulting, advisory, or other 
                services by a registered proxy advisory firm, or any 
                person associated with such registered proxy advisory 
                firm, to the client;
                  ``(C) business relationships, ownership interests, or 
                any other financial or personal interests between a 
                registered proxy advisory firm, or any person 
                associated with such registered proxy advisory firm, 
                and any client, or any affiliate of such client;
                  ``(D) transparency around the formulation of proxy 
                voting policies;
                  ``(E) the execution of proxy votes if such votes are 
                based upon recommendations made by the proxy advisory 
                firm in which someone other than the issuer is a 
                proponent;
                  ``(F) issuing recommendations where proxy advisory 
                firms provide advisory services to a company; and
                  ``(G) any other potential conflict of interest, as 
                the Commission deems necessary or appropriate in the 
                public interest or for the protection of investors.
  ``(g) Reliability of Proxy Advisory Firm Services.--
          ``(1) In general.--Each registered proxy advisory firm shall 
        have staff sufficient to produce proxy voting recommendations 
        that are based on accurate and current information. Each 
        registered proxy advisory firm shall detail procedures 
        sufficient to permit companies receiving proxy advisory firm 
        recommendations access in a reasonable time to the draft 
        recommendations, with an opportunity to provide meaningful 
        comment thereon, including the opportunity to present details 
        to the person responsible for developing the recommendation in 
        person or telephonically. Each registered proxy advisory firm 
        shall employ an ombudsman to receive complaints about the 
        accuracy of voting information used in making recommendations 
        from the subjects of the proxy advisory firm's voting 
        recommendations, and shall resolve those complaints in a timely 
        fashion and in any event prior to voting on the matter to which 
        the recommendation relates.
          ``(2) Draft recommendations defined.--For purposes of this 
        subsection, the term `draft recommendations'--
                  ``(A) means the overall conclusions of proxy voting 
                recommendations prepared for the clients of a proxy 
                advisory firm, including any public data cited therein, 
                any company information or substantive analysis 
                impacting the recommendation, and the specific voting 
                recommendations on individual proxy ballot issues; and
                  ``(B) does not include the entirety of the proxy 
                advisory firm's final report to its clients.
  ``(h) Designation of Compliance Officer.--Each registered proxy 
advisory firm shall designate an individual responsible for 
administering the policies and procedures that are required to be 
established pursuant to subsections (f) and (g), and for ensuring 
compliance with the securities laws and the rules and regulations 
thereunder, including those promulgated by the Commission pursuant to 
this section.
  ``(i) Prohibited Conduct.--
          ``(1) Prohibited acts and practices.--The Commission shall 
        issue final rules to prohibit any act or practice relating to 
        the offering of proxy advisory services by a registered proxy 
        advisory firm that the Commission determines to be unfair or 
        coercive, including any act or practice relating to--
                  ``(A) conditioning a voting recommendation or other 
                proxy advisory firm recommendation on the purchase by 
                an issuer or an affiliate thereof of other services or 
                products, of the registered proxy advisory firm or any 
                person associated with such registered proxy advisory 
                firm; and
                  ``(B) modifying a voting recommendation or otherwise 
                departing from its adopted systematic procedures and 
                methodologies in the provision of proxy advisory 
                services, based on whether an issuer, or affiliate 
                thereof, subscribes or will subscribe to other services 
                or product of the registered proxy advisory firm or any 
                person associated with such organization.
          ``(2) Rule of construction.--Nothing in paragraph (1), or in 
        any rules or regulations adopted thereunder, may be construed 
        to modify, impair, or supersede the operation of any of the 
        antitrust laws (as defined in the first section of the Clayton 
        Act, except that such term includes section 5 of the Federal 
        Trade Commission Act, to the extent that such section 5 applies 
        to unfair methods of competition).
  ``(j) Statements of Financial Condition.--Each registered proxy 
advisory firm shall, on a confidential basis, file with the Commission, 
at intervals determined by the Commission, such financial statements, 
certified (if required by the rules or regulations of the Commission) 
by an independent public auditor, and information concerning its 
financial condition, as the Commission, by rule, may prescribe as 
necessary or appropriate in the public interest or for the protection 
of investors.
  ``(k) Annual Report.--Each registered proxy advisory firm shall, at 
the beginning of each fiscal year of such firm, report to the 
Commission on the number of shareholder proposals its staff reviewed in 
the prior fiscal year, the number of recommendations made in the prior 
fiscal year, the number of staff who reviewed and made recommendations 
on such proposals in the prior fiscal year, and the number of 
recommendations made in the prior fiscal year where the proponent of 
such recommendation was a client of or received services from the proxy 
advisory firm.
  ``(l) Transparent Policies.--Each registered proxy advisory firm 
shall file with the Commission and make publicly available its 
methodology for the formulation of proxy voting policies and voting 
recommendations.
  ``(m) Rules of Construction.--
          ``(1) No waiver of rights, privileges, or defenses.--
        Registration under and compliance with this section does not 
        constitute a waiver of, or otherwise diminish, any right, 
        privilege, or defense that a registered proxy advisory firm may 
        otherwise have under any provision of State or Federal law, 
        including any rule, regulation, or order thereunder.
          ``(2) No private right of action.--Nothing in this section 
        may be construed as creating any private right of action, and 
        no report filed by a registered proxy advisory firm in 
        accordance with this section or section 17 shall create a 
        private right of action under section 18 or any other provision 
        of law.
  ``(n) Regulations.--
          ``(1) New provisions.--Such rules and regulations as are 
        required by this section or are otherwise necessary to carry 
        out this section, including the application form required under 
        subsection (a)--
                  ``(A) shall be issued by the Commission, not later 
                than 180 days after the date of enactment of this 
                section; and
                  ``(B) shall become effective not later than 1 year 
                after the date of enactment of this section.
          ``(2) Review of existing regulations.--Not later than 270 
        days after the date of enactment of this section, the 
        Commission shall--
                  ``(A) review its existing rules and regulations which 
                affect the operations of proxy advisory firms;
                  ``(B) amend or revise such rules and regulations in 
                accordance with the purposes of this section, and issue 
                such guidance, as the Commission may prescribe as 
                necessary or appropriate in the public interest or for 
                the protection of investors; and
                  ``(C) direct Commission staff to withdraw the Egan 
                Jones Proxy Services (May 27, 2004) and Institutional 
                Shareholder Services, Inc. (September 15, 2004) no-
                action letters.
  ``(o) Applicability.--This section, other than subsection (n), which 
shall apply on the date of enactment of this section, shall apply on 
the earlier of--
          ``(1) the date on which regulations are issued in final form 
        under subsection (n)(1); or
          ``(2) 270 days after the date of enactment of this 
        section.''.
  (b) Conforming Amendment.--Section 17(a)(1) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78q(a)(1)) is amended by inserting 
``proxy advisory firm,'' after ``nationally recognized statistical 
rating organization,''.

SEC. 1083. COMMISSION ANNUAL REPORT.

  The Commission shall make an annual report publicly available on the 
Commission's Internet website. Such report shall, with respect to the 
year to which the report relates--
          (1) identify applicants for registration under section 15H of 
        the Securities Exchange Act of 1934, as added by this subtitle;
          (2) specify the number of and actions taken on such 
        applications;
          (3) specify the views of the Commission on the state of 
        competition, transparency, policies and methodologies, and 
        conflicts of interest among proxy advisory firms;
          (4) include the determination of the Commission with regard 
        to--
                  (A) the quality of proxy advisory services issued by 
                proxy advisory firms;
                  (B) the financial markets;
                  (C) competition among proxy advisory firms;
                  (D) the incidence of undisclosed conflicts of 
                interest by proxy advisory firms;
                  (E) the process for registering as a proxy advisory 
                firm; and
                  (F) such other matters relevant to the implementation 
                of this subtitle and the amendments made by this 
                subtitle, as the Commission determines necessary to 
                bring to the attention of the Congress;
          (5) identify problems, if any, that have resulted from the 
        implementation of this subtitle and the amendments made by this 
        subtitle; and
          (6) recommend solutions, including any legislative or 
        regulatory solutions, to any problems identified under 
        paragraphs (4) and (5).

                        Subtitle R--Senior Safe

SEC. 1091. IMMUNITY.

  (a) Definitions.--In this subtitle--
          (1) the term ``Bank Secrecy Act Officer'' means an individual 
        responsible for ensuring compliance with the requirements 
        mandated by subchapter II of chapter 53 of title 31, United 
        States Code;
          (2) the term ``broker-dealer'' means a broker or dealer, as 
        those terms are defined, respectively, in section 3(a) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78c(a));
          (3) the term ``covered agency'' means--
                  (A) a State financial regulatory agency, including a 
                State securities or law enforcement authority and a 
                State insurance regulator;
                  (B) each of the Federal financial institutions 
                regulatory agencies;
                  (C) the Securities and Exchange Commission;
                  (D) a law enforcement agency;
                  (E) and State or local agency responsible for 
                administering adult protective service laws; and
                  (F) a State attorney general.
          (4) the term ``covered financial institution'' means--
                  (A) a credit union;
                  (B) a depository institution;
                  (C) an investment advisor;
                  (D) a broker-dealer;
                  (E) an insurance company; and
                  (F) a State attorney general.
          (5) the term ``credit union'' means a Federal credit union, 
        State credit union, or State-chartered credit union, as those 
        terms are defined in section 101 of the Federal Credit Union 
        Act (12 U.S.C. 1752);
          (6) the term ``depository institution'' has the meaning given 
        the term in section 3(c) of the Federal Deposit Insurance Act 
        (12 U.S.C. 1813(c));
          (7) the term ``exploitation'' means the fraudulent or 
        otherwise illegal, unauthorized, or improper act or process of 
        an individual, including a caregiver or fiduciary, that--
                  (A) uses the resources of a senior citizen for 
                monetary personal benefit, profit, or gain; or
                  (B) results in depriving a senior citizen of rightful 
                access to or use of benefits, resources, belongings or 
                assets;
          (8) the term ``Federal financial institutions regulatory 
        agencies'' has the meaning given the term in section 1003 of 
        the Federal Financial Institutions Examination Council Act of 
        1978 (12 U.S.C. 3302);
          (9) the term ``investment adviser'' has the meaning given the 
        term in section 202 of the Investment Advisers Act of 1940 (15 
        U.S.C. 80b-2);
          (10) the term ``insurance company'' has the meaning given the 
        term in section 2(a) of the Investment Company Act of 1940 (15 
        U.S.C. 80a-2(a));
          (11) the term ``registered representative'' means an 
        individual who represents a broker-dealer in effecting or 
        attempting to affect a purchase or sale of securities;
          (12) the term ``senior citizen'' means an individual who is 
        not less than 65 years of age;
          (13) the term ``State insurance regulator'' has the meaning 
        given such term in section 315 of the Gramm-Leach-Bliley Act 
        (15 U.S.C. 6735); and
          (14) the term ``State securities or law enforcement 
        authority'' has the meaning given the term in section 24(f)(4) 
        of the Securities Exchange Act of 1934 (15 U.S.C. 78x(f)(4)).
  (b) Immunity From Suit.--
          (1) Immunity for individuals.--An individual who has received 
        the training described in section 1092 shall not be liable, 
        including in any civil or administrative proceeding, for 
        disclosing the possible exploitation of a senior citizen to a 
        covered agency if the individual, at the time of the 
        disclosure--
                  (A) served as a supervisor, compliance officer 
                (including a Bank Secrecy Act Officer), or registered 
                representative for a covered financial institution; and
                  (B) made the disclosure with reasonable care 
                including reasonable efforts to avoid disclosure other 
                than to a covered agency.
          (2) Immunity for covered financial institutions.--A covered 
        financial institution shall not be liable, including in any 
        civil or administrative proceeding, for a disclosure made by an 
        individual described in paragraph (1) if--
                  (A) the individual was employed by, or, in the case 
                of a registered representative, affiliated or 
                associated with, the covered financial institution at 
                the time of the disclosure; and
                  (B) before the time of the disclosure, the covered 
                financial institution provided the training described 
                in section 1092 to each individual described in section 
                1092(a).

SEC. 1092. TRAINING REQUIRED.

  (a) In General.--A covered financial institution may provide training 
described in subsection (b)(1) to each officer or employee of, or 
registered representative affiliated or associated with, the covered 
financial institution who--
          (1) is described in section 1091(b)(1)(A);
          (2) may come into contact with a senior citizen as a regular 
        part of the duties of the officer, employee, or registered 
        representative; or
          (3) may review or approve the financial documents, records, 
        or transactions of a senior citizen in connection with 
        providing financial services to a senior citizen.
  (b) Training.--
          (1) In general.--The training described in this paragraph 
        shall--
                  (A) instruct any individual attending the training on 
                how to identify and report the suspected exploitation 
                of a senior citizen;
                  (B) discuss the need to protect the privacy and 
                respect the integrity of each individual customer of a 
                covered financial institution; and
                  (C) be appropriate to the job responsibilities of the 
                individual attending the training.
          (2) Timing.--The training required under subsection (a) shall 
        be provided as soon as reasonably practicable but not later 
        than 1 year after the date on which an officer, employee, or 
        registered representative begins employment with or becomes 
        affiliated or associated with the covered financial 
        institution.
          (3) Bank secrecy act officer.--An individual who is 
        designated as a compliance officer under an anti-money 
        laundering program established pursuant to section 5318(h) of 
        title 31, United States Code, shall be deemed to have received 
        the training described under this subsection.

SEC. 1093. RELATIONSHIP TO STATE LAW.

   Nothing in this Act shall be construed to preempt or limit any 
provision of State law, except only to the extent that section 1091 
provides a greater level of protection against liability to an 
individual described in section 1091(b)(1) or to a covered financial 
institution described in section 1091(b)(2) than is provided under 
State law.

       Subtitle S--National Securities Exchange Regulatory Parity

SEC. 1096. APPLICATION OF EXEMPTION.

  Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)), 
as amended by section 1056(b) of this Act, is further amended--
          (1) by striking subparagraph (A);
          (2) in subparagraph (B), by striking ``that the Commission 
        determines by rule (on its own initiative or on the basis of a 
        petition) are substantially similar to the listing standards 
        applicable to securities described in subparagraph (A)'' and 
        inserting ``that have been approved by the Commission'';
          (3) in subparagraph (C), by striking ``or (B)''; and
          (4) by redesignating subparagraphs (B), (C), and (D) as 
        subparagraphs (A), (B), and (C), respectively.

  TITLE XI--REGULATORY RELIEF FOR MAIN STREET AND COMMUNITY FINANCIAL 
                              INSTITUTIONS

         Subtitle A--Preserving Access to Manufactured Housing

SEC. 1101. MORTGAGE ORIGINATOR DEFINITION.

  Section 103 of the Truth in Lending Act (15 U.S.C. 1602) is amended--
          (1) by redesignating the second subsection (cc) and 
        subsection (dd) as subsections (dd) and (ee), respectively; and
          (2) in paragraph (2)(C) of subsection (dd), as so 
        redesignated, by striking ``an employee of a retailer of 
        manufactured homes who is not described in clause (i) or (iii) 
        of subparagraph (A) and who does not advise a consumer on loan 
        terms (including rates, fees, and other costs)'' and inserting 
        ``a retailer of manufactured or modular homes or its employees 
        unless such retailer or its employees receive compensation or 
        gain for engaging in activities described in subparagraph (A) 
        that is in excess of any compensation or gain received in a 
        comparable cash transaction''.

SEC. 1102. HIGH-COST MORTGAGE DEFINITION.

  Section 103 of the Truth in Lending Act (15 U.S.C. 1602), as amended 
by section 1101, is further amended--
          (1) by redesignating subsection (aa) (relating to disclosure 
        of greater amount or percentage), as so designated by section 
        1100A of the Consumer Financial Protection Act of 2010, as 
        subsection (bb);
          (2) by redesignating subsection (bb) (relating to high cost 
        mortgages), as so designated by section 1100A of the Consumer 
        Financial Protection Act of 2010, as subsection (aa), and 
        moving such subsection to immediately follow subsection (z); 
        and
          (3) in subsection (aa)(1)(A), as so redesignated--
                  (A) in clause (i)(I), by striking ``(8.5 percentage 
                points, if the dwelling is personal property and the 
                transaction is for less than $50,000)'' and inserting 
                ``(10 percentage points if the dwelling is personal 
                property or is a transaction that does not include the 
                purchase of real property on which a dwelling is to be 
                placed, and the transaction is for less than $75,000 
                (as such amount is adjusted by the Consumer Financial 
                Opportunity Commission to reflect the change in the 
                Consumer Price Index))''; and
                  (B) in clause (ii)--
                          (i) in subclause (I), by striking ``or'' at 
                        the end; and
                          (ii) by adding at the end the following:
                                  ``(III) in the case of a transaction 
                                for less than $75,000 (as such amount 
                                is adjusted by the Consumer Financial 
                                Opportunity Commission to reflect the 
                                change in the Consumer Price Index) in 
                                which the dwelling is personal property 
                                (or is a consumer credit transaction 
                                that does not include the purchase of 
                                real property on which a dwelling is to 
                                be placed) the greater of 5 percent of 
                                the total transaction amount or $3,000 
                                (as such amount is adjusted by the 
                                Consumer Financial Opportunity 
                                Commission to reflect the change in the 
                                Consumer Price Index); or''.

                      Subtitle B--Mortgage Choice

SEC. 1106. DEFINITION OF POINTS AND FEES.

  (a) Amendment to Section 103 of TILA.--Paragraph (4) of section 
103(aa) of the Truth in Lending Act, as redesignated by section 1102, 
is amended--
          (1) by striking ``paragraph (1)(B)'' and inserting 
        ``paragraph (1)(A) and section 129C'';
          (2) in subparagraph (C)--
                  (A) by inserting ``and insurance'' after ``taxes'';
                  (B) in clause (ii), by inserting ``, except as 
                retained by a creditor or its affiliate as a result of 
                their participation in an affiliated business 
                arrangement (as defined in section 3(7) of the Real 
                Estate Settlement Procedures Act of 1974 (12 U.S.C. 
                2602(7))'' after ``compensation''; and
                  (C) by striking clause (iii) and inserting the 
                following:
                  ``(iii) the charge is--
                          ``(I) a bona fide third-party charge not 
                        retained by the mortgage originator, creditor, 
                        or an affiliate of the creditor or mortgage 
                        originator; or
                          ``(II) a charge set forth in section 
                        106(e)(1);''; and
          (3) in subparagraph (D)--
                  (A) by striking ``accident,''; and
                  (B) by striking ``or any payments'' and inserting 
                ``and any payments''.
  (b) Amendment to Section 129C of TILA.--Section 129C of the Truth in 
Lending Act (15 U.S.C. 1639c) is amended--
          (1) in subsection (a)(5)(C), by striking ``103'' and all that 
        follows through ``or mortgage originator'' and inserting 
        ``103(aa)(4)''; and
          (2) in subsection (b)(2)(C)(i), by striking ``103'' and all 
        that follows through ``or mortgage originator)'' and inserting 
        ``103(aa)(4)''.

         Subtitle C--Financial Institution Customer Protection

SEC. 1111. REQUIREMENTS FOR DEPOSIT ACCOUNT TERMINATION REQUESTS AND 
                    ORDERS.

  (a) Termination Requests or Orders Must Be Material.--
          (1) In general.--An appropriate Federal banking agency may 
        not formally or informally request or order a depository 
        institution to terminate a specific customer account or group 
        of customer accounts or to otherwise restrict or discourage a 
        depository institution from entering into or maintaining a 
        banking relationship with a specific customer or group of 
        customers unless--
                  (A) the agency has a material reason for such request 
                or order; and
                  (B) such reason is not based solely on reputation 
                risk.
          (2) Treatment of national security threats.--If an 
        appropriate Federal banking agency believes a specific customer 
        or group of customers is, or is acting as a conduit for, an 
        entity which--
                  (A) poses a threat to national security;
                  (B) is involved in terrorist financing;
                  (C) is an agency of the government of Iran, North 
                Korea, Syria, or any country listed from time to time 
                on the State Sponsors of Terrorism list;
                  (D) is located in, or is subject to the jurisdiction 
                of, any country specified in subparagraph (C); or
                  (E) does business with any entity described in 
                subparagraph (C) or (D), unless the appropriate Federal 
                banking agency determines that the customer or group of 
                customers has used due diligence to avoid doing 
                business with any entity described in subparagraph (C) 
                or (D),
        such belief shall satisfy the requirement under paragraph (1).
  (b) Notice Requirement.--
          (1) In general.--If an appropriate Federal banking agency 
        formally or informally requests or orders a depository 
        institution to terminate a specific customer account or a group 
        of customer accounts, the agency shall--
                  (A) provide such request or order to the institution 
                in writing; and
                  (B) accompany such request or order with a written 
                justification for why such termination is needed, 
                including any specific laws or regulations the agency 
                believes are being violated by the customer or group of 
                customers, if any.
          (2) Justification requirement.--A justification described 
        under paragraph (1)(B) may not be based solely on the 
        reputation risk to the depository institution.
  (c) Customer Notice.--
          (1) Notice required.--Except as provided under paragraph (2), 
        if an appropriate Federal banking agency orders a depository 
        institution to terminate a specific customer account or a group 
        of customer accounts, the depository institution shall inform 
        the customer or customers of the justification for the 
        customer's account termination described under subsection (b).
          (2) Notice prohibited in cases of national security.--If an 
        appropriate Federal banking agency requests or orders a 
        depository institution to terminate a specific customer account 
        or a group of customer accounts based on a belief that the 
        customer or customers pose a threat to national security, or 
        are otherwise described under subsection (a)(2), neither the 
        depository institution nor the appropriate Federal banking 
        agency may inform the customer or customers of the 
        justification for the customer's account termination.
  (d) Reporting Requirement.--Each appropriate Federal banking agency 
shall issue an annual report to the Congress stating--
          (1) the aggregate number of specific customer accounts that 
        the agency requested or ordered a depository institution to 
        terminate during the previous year; and
          (2) the legal authority on which the agency relied in making 
        such requests and orders and the frequency on which the agency 
        relied on each such authority.
  (e) Definitions.--For purposes of this section:
          (1) Appropriate federal banking agency.--The term 
        ``appropriate Federal banking agency'' means--
                  (A) the appropriate Federal banking agency, as 
                defined under section 3 of the Federal Deposit 
                Insurance Act (12 U.S.C. 1813); and
                  (B) the National Credit Union Administration, in the 
                case of an insured credit union.
          (2) Depository institution.--The term ``depository 
        institution'' means--
                  (A) a depository institution, as defined under 
                section 3 of the Federal Deposit Insurance Act (12 
                U.S.C. 1813); and
                  (B) an insured credit union.

SEC. 1112. AMENDMENTS TO THE FINANCIAL INSTITUTIONS REFORM, RECOVERY, 
                    AND ENFORCEMENT ACT OF 1989.

  Section 951 of the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989 (12 U.S.C. 1833a) is amended--
          (1) in subsection (c)(2), by striking ``affecting a federally 
        insured financial institution'' and inserting ``against a 
        federally insured financial institution or by a federally 
        insured financial institution against an unaffiliated third 
        person''; and
          (2) in subsection (g)--
                  (A) in the heading, by striking ``Subpoenas'' and 
                inserting ``Investigations''; and
                  (B) by amending paragraph (1)(C) to read as follows:
                  ``(C) summon witnesses and require the production of 
                any books, papers, correspondence, memoranda, or other 
                records which the Attorney General deems relevant or 
                material to the inquiry, if the Attorney General--
                          ``(i) requests a court order from a court of 
                        competent jurisdiction for such actions and 
                        offers specific and articulable facts showing 
                        that there are reasonable grounds to believe 
                        that the information or testimony sought is 
                        relevant and material for conducting an 
                        investigation under this section; or
                          ``(ii) either personally or through 
                        delegation no lower than the Deputy Attorney 
                        General, issues and signs a subpoena for such 
                        actions and such subpoena is supported by 
                        specific and articulable facts showing that 
                        there are reasonable grounds to believe that 
                        the information or testimony sought is relevant 
                        for conducting an investigation under this 
                        section.''.

           Subtitle D--Portfolio Lending and Mortgage Access

SEC. 1116. SAFE HARBOR FOR CERTAIN LOANS HELD ON PORTFOLIO.

  (a) In General.--Section 129C of the Truth in Lending Act (15 U.S.C. 
1639c) is amended by adding at the end the following:
  ``(j) Safe Harbor for Certain Loans Held on Portfolio.--
          ``(1) Safe harbor for creditors that are depository 
        institutions.--
                  ``(A) In general.--A creditor that is a depository 
                institution shall not be subject to suit for failure to 
                comply with subsection (a), (c)(1), or (f)(2) of this 
                section or section 129H with respect to a residential 
                mortgage loan, and the banking regulators shall treat 
                such loan as a qualified mortgage, if--
                          ``(i) the creditor has, since the origination 
                        of the loan, held the loan on the balance sheet 
                        of the creditor; and
                          ``(ii) all prepayment penalties with respect 
                        to the loan comply with the limitations 
                        described under subsection (c)(3).
                  ``(B) Exception for certain transfers.--In the case 
                of a depository institution that transfers a loan 
                originated by that institution to another depository 
                institution by reason of the bankruptcy or failure of 
                the originating depository institution or the purchase 
                of the originating depository institution, the 
                depository institution transferring such loan shall be 
                deemed to have complied with the requirement under 
                subparagraph (A)(i).
          ``(2) Safe harbor for mortgage originators.--A mortgage 
        originator shall not be subject to suit for a violation of 
        section 129B(c)(3)(B) for steering a consumer to a residential 
        mortgage loan if--
                  ``(A) the creditor of such loan is a depository 
                institution and has informed the mortgage originator 
                that the creditor intends to hold the loan on the 
                balance sheet of the creditor for the life of the loan; 
                and
                  ``(B) the mortgage originator informs the consumer 
                that the creditor intends to hold the loan on the 
                balance sheet of the creditor for the life of the loan.
          ``(3) Definitions.--For purposes of this subsection:
                  ``(A) Banking regulators.--The term `banking 
                regulators' means the Federal banking agencies, the 
                Consumer Financial Opportunity Commission, and the 
                National Credit Union Administration.
                  ``(B) Depository institution.--The term `depository 
                institution' has the meaning given that term under 
                section 19(b)(1) of the Federal Reserve Act (12 U.S.C. 
                505(b)(1)).
                  ``(C) Federal banking agencies.--The term `Federal 
                banking agencies' has the meaning given that term under 
                section 3 of the Federal Deposit Insurance Act.''.
  (b) Rule of Construction.--Nothing in the amendment made by this 
section may be construed as preventing a balloon loan from qualifying 
for the safe harbor provided under section 129C(j) of the Truth in 
Lending Act if the balloon loan otherwise meets all of the requirements 
under such subsection (j), regardless of whether the balloon loan meets 
the requirements described under clauses (i) through (iv) of section 
129C(b)(2)(E) of such Act.

    Subtitle E--Application of the Expedited Funds Availability Act

SEC. 1121. APPLICATION OF THE EXPEDITED FUNDS AVAILABILITY ACT.

  (a) In General.--The Expedited Funds Availability Act (12 U.S.C. 4001 
et seq.) is amended--
          (1) in section 602(20) (12 U.S.C. 4001(20)) by inserting ``, 
        located in the United States,'' after ``ATM'';
          (2) in section 602(21) (12 U.S.C. 4001(21)) by inserting 
        ``American Samoa, the Commonwealth of the Northern Mariana 
        Islands,'' after ``Puerto Rico,'';
          (3) in section 602(23) (12 U.S.C. 4001(23)) by inserting 
        ``American Samoa, the Commonwealth of the Northern Mariana 
        Islands,'' after ``Puerto Rico,''; and
          (4) in section 603(d)(2)(A) (12 U.S.C. 4002(d)(2)(A)), by 
        inserting ``American Samoa, the Commonwealth of the Northern 
        Mariana Islands,'' after ``Puerto Rico,''.
  (b) Effective Date.--This section shall take effect on January 1, 
2017.

        Subtitle F--Small Bank Holding Company Policy Statement

SEC. 1126. CHANGES REQUIRED TO SMALL BANK HOLDING COMPANY POLICY 
                    STATEMENT ON ASSESSMENT OF FINANCIAL AND MANAGERIAL 
                    FACTORS.

  (a) In General.--Before the end of the 6-month period beginning on 
the date of the enactment of this Act, the Board of Governors of the 
Federal Reserve System shall revise the Small Bank Holding Company 
Policy Statement on Assessment of Financial and Managerial Factors (12 
C.F.R. part 225--appendix C) to raise the consolidated asset threshold 
under such policy statement from $1,000,000,000 (as adjusted by Public 
Law 113-250) to $5,000,000,000.
  (b) Conforming Amendment.--Subparagraph (C) of section 171(b)(5) of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 
U.S.C. 5371(b)(5)) is amended to read as follows:
                  ``(C) any bank holding company or savings and loan 
                holding company that is subject to the application of 
                the Small Bank Holding Company Policy Statement on 
                Assessment of Financial and Managerial Factors of the 
                Board of Governors (12 C.F.R. part 225--appendix C).''.

           Subtitle G--Community Institution Mortgage Relief

SEC. 1131. COMMUNITY FINANCIAL INSTITUTION MORTGAGE RELIEF.

  (a) Exemption From Escrow Requirements for Loans Held by Smaller 
Creditors.--Section 129D of the Truth in Lending Act (15 U.S.C. 1639d) 
is amended--
          (1) by adding at the end the following:
  ``(k) Safe Harbor for Loans Held by Smaller Creditors.--
          ``(1) In general.--A creditor shall not be in violation of 
        subsection (a) with respect to a loan if--
                  ``(A) the creditor has consolidated assets of 
                $10,000,000,000 or less; and
                  ``(B) the creditor holds the loan on the balance 
                sheet of the creditor for the 3-year period beginning 
                on the date of the origination of the loan.
          ``(2) Exception for certain transfers.--In the case of a 
        creditor that transfers a loan to another person by reason of 
        the bankruptcy or failure of the creditor, the purchase of the 
        creditor, or a supervisory act or recommendation from a State 
        or Federal regulator, the creditor shall be deemed to have 
        complied with the requirement under paragraph (1)(B).''; and
          (2) by striking the term ``Board'' each place such term 
        appears and inserting ``Consumer Financial Opportunity 
        Commission''.
  (b) Modification to Exemption for Small Servicers of Mortgage 
Loans.--Section 6 of the Real Estate Settlement Procedures Act of 1974 
(12 U.S.C. 2605) is amended by adding at the end the following:
  ``(n) Small Servicer Exemption.--The Consumer Financial Opportunity 
Commission shall, by regulation, provide exemptions to, or adjustments 
for, the provisions of this section for a servicer that annually 
services 20,000 or fewer mortgage loans, in order to reduce regulatory 
burdens while appropriately balancing consumer protections.''.

   Subtitle H--Financial Institutions Examination Fairness and Reform

SEC. 1136. TIMELINESS OF EXAMINATION REPORTS.

  (a) In General.--The Federal Financial Institutions Examination 
Council Act of 1978 (12 U.S.C. 3301 et seq.) is amended by adding at 
the end the following:

``SEC. 1012. TIMELINESS OF EXAMINATION REPORTS.

  ``(a) In General.--
          ``(1) Final examination report.--A Federal financial 
        institutions regulatory agency shall provide a final 
        examination report to a financial institution not later than 60 
        days after the later of--
                  ``(A) the exit interview for an examination of the 
                institution; or
                  ``(B) the provision of additional information by the 
                institution relating to the examination.
          ``(2) Exit interview.--If a financial institution is not 
        subject to a resident examiner program, the exit interview 
        shall occur not later than the end of the 9-month period 
        beginning on the commencement of the examination, except that 
        such period may be extended by the Federal financial 
        institutions regulatory agency by providing written notice to 
        the institution and the Independent Examination Review Director 
        describing with particularity the reasons that a longer period 
        is needed to complete the examination.
  ``(b) Examination Materials.--Upon the request of a financial 
institution, the Federal financial institutions regulatory agency shall 
include with the final report an appendix listing all examination or 
other factual information relied upon by the agency in support of a 
material supervisory determination.

``SEC. 1013. EXAMINATION STANDARDS.

  ``(a) In General.--In the examination of a financial institution--
          ``(1) a commercial loan shall not be placed in non-accrual 
        status solely because the collateral for such loan has 
        deteriorated in value;
          ``(2) a modified or restructured commercial loan shall be 
        removed from non-accrual status if the borrower demonstrates 
        the ability to perform on such loan over a maximum period of 6 
        months, except that with respect to loans on a quarterly, 
        semiannual, or longer repayment schedule such period shall be a 
        maximum of 3 consecutive repayment periods;
          ``(3) a new appraisal on a performing commercial loan shall 
        not be required unless an advance of new funds is involved; and
          ``(4) in classifying a commercial loan in which there has 
        been deterioration in collateral value, the amount to be 
        classified shall be the portion of the deficiency relating to 
        the decline in collateral value and repayment capacity of the 
        borrower.
  ``(b) Well Capitalized Institutions.--The Federal financial 
institutions regulatory agencies may not require a financial 
institution that is well capitalized to raise additional capital in 
lieu of an action prohibited under subsection (a).
  ``(c) Consistent Loan Classifications.--The Federal financial 
institutions regulatory agencies shall develop and apply identical 
definitions and reporting requirements for non-accrual loans.

``SEC. 1014. OFFICE OF INDEPENDENT EXAMINATION REVIEW.

  ``(a) Establishment.--There is established in the Council an Office 
of Independent Examination Review (the `Office').
  ``(b) Head of Office.--There is established the position of the 
Independent Examination Review Director (the `Director'), as the head 
of the Office. The Director shall be appointed by the Council and shall 
be independent from any member agency of the Council.
  ``(c) Staffing.--The Director is authorized to hire staff to support 
the activities of the Office.
  ``(d) Duties.--The Director shall--
          ``(1) receive and, at the Director's discretion, investigate 
        complaints from financial institutions, their representatives, 
        or another entity acting on behalf of such institutions, 
        concerning examinations, examination practices, or examination 
        reports;
          ``(2) hold meetings, at least once every three months and in 
        locations designed to encourage participation from all sections 
        of the United States, with financial institutions, their 
        representatives, or another entity acting on behalf of such 
        institutions, to discuss examination procedures, examination 
        practices, or examination policies;
          ``(3) review examination procedures of the Federal financial 
        institutions regulatory agencies to ensure that the written 
        examination policies of those agencies are being followed in 
        practice and adhere to the standards for consistency 
        established by the Council;
          ``(4) conduct a continuing and regular review of examination 
        quality assurance for all examination types conducted by the 
        Federal financial institutions regulatory agencies;
          ``(5) adjudicate any supervisory appeal initiated under 
        section 1015; and
          ``(6) report annually to the Committee on Financial Services 
        of the House of Representatives, the Committee on Banking, 
        Housing, and Urban Affairs of the Senate, and the Council, on 
        the reviews carried out pursuant to paragraphs (3) and (4), 
        including compliance with the requirements set forth in section 
        1012 regarding timeliness of examination reports, and the 
        Council's recommendations for improvements in examination 
        procedures, practices, and policies.
  ``(e) Confidentiality.--The Director shall keep confidential all 
meetings with, discussions with, and information provided by financial 
institutions.

``SEC. 1015. RIGHT TO INDEPENDENT REVIEW OF MATERIAL SUPERVISORY 
                    DETERMINATIONS.

  ``(a) In General.--A financial institution shall have the right to 
obtain an independent review of a material supervisory determination 
contained in a final report of examination.
  ``(b) Notice.--
          ``(1) Timing.--A financial institution seeking review of a 
        material supervisory determination under this section shall 
        file a written notice with the Independent Examination Review 
        Director (the `Director') within 60 days after receiving the 
        final report of examination that is the subject of such review.
          ``(2) Identification of determination.--The written notice 
        shall identify the material supervisory determination that is 
        the subject of the independent examination review, and a 
        statement of the reasons why the institution believes that the 
        determination is incorrect or should otherwise be modified.
          ``(3) Information to be provided to institution.--Any 
        information relied upon by the agency in the final report that 
        is not in the possession of the financial institution may be 
        requested by the financial institution and shall be delivered 
        promptly by the agency to the financial institution.
  ``(c) Right to Hearing.--
          ``(1) In general.--The Director shall determine the merits of 
        the appeal on the record or, at the financial institution's 
        election, shall refer the appeal to an Administrative Law Judge 
        to conduct a confidential hearing pursuant to the procedures 
        set forth under sections 556 and 557 of title 5, United States 
        Code, which hearing shall take place not later than 60 days 
        after the petition for review was received by the Director, and 
        to issue a proposed decision to the Director based upon the 
        record established at such hearing.
          ``(2) Standard of review.--In rendering a determination or 
        recommendation under this subsection, neither the 
        Administrative Law Judge nor the Director shall defer to the 
        opinions of the examiner or agency, but shall conduct a de novo 
        review to independently determine the appropriateness of the 
        agency's decision based upon the relevant statutes, 
        regulations, and other appropriate guidance, as well as 
        evidence adduced at any hearing.
  ``(d) Final Decision.--A decision by the Director on an independent 
review under this section shall--
          ``(1) be made not later than 60 days after the record has 
        been closed; and
          ``(2) be deemed final agency action and shall bind the agency 
        whose supervisory determination was the subject of the review 
        and the financial institution requesting the review.
  ``(e) Right to Judicial Review.--A financial institution shall have 
the right to petition for review of final agency action under this 
section by filing a Petition for Review within 60 days of the 
Director's decision in the United States Court of Appeals for the 
District of Columbia Circuit or the Circuit in which the financial 
institution is located.
  ``(f) Report.--The Director shall report annually to the Committee on 
Financial Services of the House of Representatives and the Committee on 
Banking, Housing, and Urban Affairs of the Senate on actions taken 
under this section, including the types of issues that the Director has 
reviewed and the results of those reviews. In no case shall such a 
report contain information about individual financial institutions or 
any confidential or privileged information shared by financial 
institutions.
  ``(g) Retaliation Prohibited.--A Federal financial institutions 
regulatory agency may not--
          ``(1) retaliate against a financial institution, including 
        service providers, or any institution-affiliated party (as 
        defined under section 3 of the Federal Deposit Insurance Act), 
        for exercising appellate rights under this section; or
          ``(2) delay or deny any agency action that would benefit a 
        financial institution or any institution-affiliated party on 
        the basis that an appeal under this section is pending under 
        this section.
  ``(h) Rule of Construction.--Nothing in this section may be 
construed--
          ``(1) to affect the right of a Federal financial institutions 
        regulatory agency to take enforcement or other supervisory 
        actions related to a material supervisory determination under 
        review under this section; or
          ``(2) to prohibit the review under this section of a material 
        supervisory determination with respect to which there is an 
        ongoing enforcement or other supervisory action.''.
  (b) Additional Amendments.--
          (1) Riegle community development and regulatory improvement 
        act of 1994.--Section 309 of the Riegle Community Development 
        and Regulatory Improvement Act of 1994 (12 U.S.C. 4806) is 
        amended--
                  (A) in subsection (a), by inserting after 
                ``appropriate Federal banking agency'' the following: 
                ``, the Consumer Financial Opportunity Commission,'';
                  (B) in subsection (b)--
                          (i) in paragraph (2), by striking ``the 
                        appellant from retaliation by agency 
                        examiners'' and inserting ``the insured 
                        depository institution or insured credit union 
                        from retaliation by the agencies referred to in 
                        subsection (a)''; and
                          (ii) by adding at the end the following 
                        flush-left text:
``For purposes of this subsection and subsection (e), retaliation 
includes delaying consideration of, or withholding approval of, any 
request, notice, or application that otherwise would have been 
approved, but for the exercise of the institution's or credit union's 
rights under this section.'';
                  (C) in subsection (e)(2)--
                          (i) in subparagraph (B), by striking ``and'' 
                        at the end;
                          (ii) in subparagraph (C), by striking the 
                        period and inserting ``; and''; and
                          (iii) by adding at the end the following:
                  ``(D) ensure that appropriate safeguards exist for 
                protecting the insured depository institution or 
                insured credit union from retaliation by any agency 
                referred to in subsection (a) for exercising its rights 
                under this subsection.''; and
                  (D) in subsection (f)(1)(A)--
                          (i) in clause (ii), by striking ``and'' at 
                        the end;
                          (ii) in clause (iii), by striking ``and'' at 
                        the end; and
                          (iii) by adding at the end the following:
                          ``(iv) any issue specifically listed in an 
                        exam report as a matter requiring attention by 
                        the institution's management or board of 
                        directors; and
                          ``(v) any suspension or removal of an 
                        institution's status as eligible for expedited 
                        processing of applications, requests, notices, 
                        or filings on the grounds of a supervisory or 
                        compliance concern, regardless of whether that 
                        concern has been cited as a basis for another 
                        material supervisory determination or matter 
                        requiring attention in an examination report, 
                        provided that the conduct at issue did not 
                        involve violation of any criminal law; and''.
          (2) Federal credit union act.--Section 205(j) of the Federal 
        Credit Union Act (12 U.S.C. 1785(j)) is amended by inserting 
        ``the Consumer Financial Opportunity Commission,'' before ``the 
        Administration'' each place such term appears.
          (3) Federal financial institutions examination council act of 
        1978.--The Federal Financial Institutions Examination Council 
        Act of 1978 (12 U.S.C. 3301 et seq.) is amended--
                  (A) in section 1003, by amending paragraph (1) to 
                read as follows:
          ``(1) the term `Federal financial institutions regulatory 
        agencies'--
                  ``(A) means the Office of the Comptroller of the 
                Currency, the Board of Governors of the Federal Reserve 
                System, the Federal Deposit Insurance Corporation, and 
                the National Credit Union Administration; and
                  ``(B) for purposes of sections 1012, 1013, 1014, and 
                1015, includes the Consumer Financial Opportunity 
                Commission;''; and
                  (B) in section 1005, by striking ``One-fifth'' and 
                inserting ``One-fourth''.

  Subtitle I--National Credit Union Administration Budget Transparency

SEC. 1141. BUDGET TRANSPARENCY FOR THE NCUA.

  Section 209(b) of the Federal Credit Union Act (12 U.S.C. 1789) is 
amended--
          (1) by redesignating paragraphs (1) and (2) as paragraphs (2) 
        and (3), respectively;
          (2) by inserting before paragraph (2), as so redesignated, 
        the following:
          ``(1) on an annual basis and prior to the submission of the 
        detailed business-type budget required under paragraph (2)--
                  ``(A) make publicly available and cause to be printed 
                in the Federal Register a draft of such detailed 
                business-type budget; and
                  ``(B) hold a public hearing, with public notice 
                provided of such hearing, wherein the public can submit 
                comments on the draft of such detailed business-type 
                budget;''; and
          (3) in paragraph (2), as so redesignated--
                  (A) by inserting ``detailed'' after ``submit a''; and
                  (B) by inserting ``, and where such budget shall 
                address any comments submitted by the public pursuant 
                to paragraph (1)(B)'' after ``Control Act''.

   Subtitle J--Taking Account of Institutions With Low Operation Risk

SEC. 1146. REGULATIONS APPROPRIATE TO BUSINESS MODELS.

  (a) In General.--For any regulatory action occurring subsequent to 
enactment of this section, and notwithstanding any other provision of 
law, the Federal financial institutions regulatory agencies shall--
          (1) take into consideration the risk profile and business 
        models of the various institutions or classes of institutions 
        subject to the regulatory action;
          (2) determine the necessity, appropriateness, and impact of 
        applying such regulatory action to such institutions or classes 
        of institutions; and
          (3) tailor such regulatory action applicable to such 
        institutions or class of institutions in a manner that limits 
        the regulatory compliance impact, cost, liability risk, and 
        other burdens as is appropriate for the risk profile and 
        business model involved.
  (b) Other Considerations.--In satisfying the requirements of 
subsection (a) and when implementing such regulatory action, the 
Federal financial institutions regulatory agencies shall also 
consider--
          (1) the impact that such regulatory action, both by itself 
        and in conjunction with the aggregate effect of other 
        regulations, has on the ability of the institution or class of 
        institutions to flexibly serve evolving and diverse customer 
        needs;
          (2) the potential unintended impact of examination manuals or 
        other regulatory directives that work in conflict with the 
        tailoring of such regulatory action described in subsection 
        (a)(3); and
          (3) the underlying policy objectives of the regulatory action 
        and statutory scheme involved.
  (c) Notice of Proposed and Final Rulemaking.--The Federal financial 
institutions regulatory agencies shall disclose in every notice of 
proposed rulemaking and in any final rulemaking for a regulatory action 
how the agency has applied subsections (a) and (b).
  (d) Reports to Congress.--
          (1) Individual agency reports.--
                  (A) In general.--The Federal financial institutions 
                regulatory agencies shall individually report to the 
                Committee on Financial Services of the House of 
                Representatives and the Committee on Banking, Housing, 
                and Urban Affairs of the Senate, within twelve months 
                of enactment of this section and annually thereafter, 
                on the specific actions taken to tailor the agency's 
                regulatory actions pursuant to the requirements of this 
                section.
                  (B) Appearance before the committees.--The head of 
                each Federal financial institution regulatory agency 
                shall appear before the Committee on Financial Services 
                of the House of Representatives and the Committee on 
                Banking, Housing, and Urban Affairs of the Senate after 
                each report is made pursuant to subparagraph (A), to 
                testify on the contents of such report.
          (2) FIEC reports.--
                  (A) In general.--The Financial Institutions 
                Examination Council shall report to the Committee on 
                Financial Services of the House of Representatives and 
                the Committee on Banking, Housing, and Urban Affairs of 
                the Senate, within three months after the reports 
                required under paragraph (1)--
                          (i) on the extent to which regulatory actions 
                        tailored pursuant to this section result in 
                        differential regulation of similarly-situated 
                        institutions of diverse charter types with 
                        respect to comparable regulations; and
                          (ii) the reasons for such differential 
                        treatment.
                  (B) Appearance before the committees.--The Chairman 
                of the Financial Institutions Examination Council shall 
                appear before the Committee on Financial Services of 
                the House of Representatives and the Committee on 
                Banking, Housing, and Urban Affairs of the Senate after 
                each report is made pursuant to subparagraph (A), to 
                testify on the contents of such report.
  (e) Limited Look-Back Application.--The Federal financial 
institutions regulatory agencies shall conduct a review of all 
regulations adopted during the period beginning on the date that is 
five years before the date of the introduction of this Act in the House 
of Representatives and ending on the date of the enactment of this Act 
and apply the requirements of this section to such regulations. If the 
application of the requirements of this section to any such regulation 
requires such regulation to be revised, the agency shall revise such 
regulation within three years of the enactment of this section.
  (f) Definitions.--For purposes of this section, the following 
definitions shall apply:
          (1) Federal financial institutions regulatory agencies.--The 
        term ``Federal financial institutions regulatory agencies'' 
        means the Office of the Comptroller of the Currency, the Board 
        of Governors of the Federal Reserve System, the Federal Deposit 
        Insurance Corporation, the National Credit Union 
        Administration, and the Consumer Financial Opportunity 
        Commission.
          (2) Regulatory action.--The term ``regulatory action'' means 
        any proposed, interim, or final rule or regulation, guidance, 
        or published interpretation.

      Subtitle K--Federal Savings Association Charter Flexibility

SEC. 1151. OPTION FOR FEDERAL SAVINGS ASSOCIATIONS TO OPERATE AS A 
                    COVERED SAVINGS ASSOCIATION.

  The Home Owners' Loan Act is amended by inserting after section 5 (12 
U.S.C. 1464) the following:

``SEC. 5A. ELECTION TO OPERATE AS A COVERED SAVINGS ASSOCIATION.

  ``(a) Definition.--In this section, the term `covered savings 
association' means a Federal savings association that makes an election 
approved under subsection (b).
  ``(b) Election.--
          ``(1) In general.--Upon issuance of the rules described in 
        subsection (f), a Federal savings association may elect to 
        operate as a covered savings association by submitting a notice 
        to the Comptroller of such election.
          ``(2) Approval.--A Federal savings association shall be 
        deemed to be approved to operate as a covered savings 
        association on the date that is 60 days after the date on which 
        the Comptroller receives the notice under paragraph (1), unless 
        the Comptroller notifies the Federal savings association 
        otherwise.
  ``(c) Rights and Duties.--Notwithstanding any other provision of law 
and except as otherwise provided in this section, a covered savings 
association shall--
          ``(1) have the same rights and privileges as a national bank 
        that has its main office situated in the same location as the 
        home office of the covered savings association; and
          ``(2) be subject to the same duties, restrictions, penalties, 
        liabilities, conditions, and limitations that would apply to 
        such a national bank.
  ``(d) Treatment of Covered Savings Associations.--A covered savings 
association shall be treated as a Federal savings association for the 
purposes--
          ``(1) of governance of the covered savings association, 
        including incorporation, bylaws, boards of directors, 
        shareholders, and distribution of dividends;
          ``(2) of consolidation, merger, dissolution, conversion 
        (including conversion to a stock bank or to another charter), 
        conservatorship, and receivership; and
          ``(3) determined by regulation of the Comptroller.
  ``(e) Existing Branches.--A covered savings association may continue 
to operate any branch or agency the covered savings association 
operated on the date on which an election under subsection (b) is 
approved.
  ``(f) Rulemaking.--The Comptroller shall issue rules to carry out 
this section--
          ``(1) that establish streamlined standards and procedures 
        that clearly identify required documentation or timelines for 
        an election under subsection (b);
          ``(2) that require a Federal savings association that makes 
        an election under subsection (b) to identify specific assets 
        and subsidiaries--
                  ``(A) that do not conform to the requirements for 
                assets and subsidiaries of a national bank; and
                  ``(B) that are held by the Federal savings 
                association on the date on which the Federal savings 
                association submits a notice of such election;
          ``(3) that establish--
                  ``(A) a transition process for bringing such assets 
                and subsidiaries into conformance with the requirements 
                for a national bank; and
                  ``(B) procedures for allowing the Federal savings 
                association to provide a justification for 
                grandfathering such assets and subsidiaries after 
                electing to operate as a covered savings association;
          ``(4) that establish standards and procedures to allow a 
        covered savings association to terminate an election under 
        subsection (b) after an appropriate period of time or to make a 
        subsequent election;
          ``(5) that clarify requirements for the treatment of covered 
        savings associations, including the provisions of law that 
        apply to covered savings associations; and
          ``(6) as the Comptroller deems necessary and in the interests 
        of safety and soundness.''.

                Subtitle L--SAFE Transitional Licensing

SEC. 1156. ELIMINATING BARRIERS TO JOBS FOR LOAN ORIGINATORS.

  (a) In General.--The S.A.F.E. Mortgage Licensing Act of 2008 (12 
U.S.C. 5101 et seq.) is amended by adding at the end the following:

``SEC. 1518. EMPLOYMENT TRANSITION OF LOAN ORIGINATORS.

  ``(a) Temporary Authority to Originate Loans for Loan Originators 
Moving From a Depository Institution to a Non-depository Institution.--
          ``(1) In general.--Upon employment by a State-licensed 
        mortgage company, an individual who is a registered loan 
        originator shall be deemed to have temporary authority to act 
        as a loan originator in an application State for the period 
        described in paragraph (2) if the individual--
                  ``(A) has not had an application for a loan 
                originator license denied, or had such a license 
                revoked or suspended in any governmental jurisdiction;
                  ``(B) has not been subject to or served with a cease 
                and desist order in any governmental jurisdiction or as 
                described in section 1514(c);
                  ``(C) has not been convicted of a felony that would 
                preclude licensure under the law of the application 
                State;
                  ``(D) has submitted an application to be a State-
                licensed loan originator in the application State; and
                  ``(E) was registered in the Nationwide Mortgage 
                Licensing System and Registry as a loan originator 
                during the 12-month period preceding the date of 
                submission of the information required under section 
                1505(a).
          ``(2) Period.--The period described in paragraph (1) shall 
        begin on the date that the individual submits the information 
        required under section 1505(a) and shall end on the earliest 
        of--
                  ``(A) the date that the individual withdraws the 
                application to be a State-licensed loan originator in 
                the application State;
                  ``(B) the date that the application State denies, or 
                issues a notice of intent to deny, the application;
                  ``(C) the date that the application State grants a 
                State license; or
                  ``(D) the date that is 120 days after the date on 
                which the individual submits the application, if the 
                application is listed on the Nationwide Mortgage 
                Licensing System and Registry as incomplete.
  ``(b) Temporary Authority to Originate Loans for State-licensed Loan 
Originators Moving Interstate.--
          ``(1) In general.--A State-licensed loan originator shall be 
        deemed to have temporary authority to act as a loan originator 
        in an application State for the period described in paragraph 
        (2) if the State-licensed loan originator--
                  ``(A) meets the requirements of subparagraphs (A), 
                (B), (C), and (D) of subsection (a)(1);
                  ``(B) is employed by a State-licensed mortgage 
                company in the application State; and
                  ``(C) was licensed in a State that is not the 
                application State during the 30-day period preceding 
                the date of submission of the information required 
                under section 1505(a) in connection with the 
                application submitted to the application State.
          ``(2) Period.--The period described in paragraph (1) shall 
        begin on the date that the State-licensed loan originator 
        submits the information required under section 1505(a) in 
        connection with the application submitted to the application 
        State and end on the earliest of--
                  ``(A) the date that the State-licensed loan 
                originator withdraws the application to be a State-
                licensed loan originator in the application State;
                  ``(B) the date that the application State denies, or 
                issues a notice of intent to deny, the application;
                  ``(C) the date that the application State grants a 
                State license; or
                  ``(D) the date that is 120 days after the date on 
                which the State-licensed loan originator submits the 
                application, if the application is listed on the 
                Nationwide Mortgage Licensing System and Registry as 
                incomplete.
  ``(c) Applicability.--
          ``(1) Any person employing an individual who is deemed to 
        have temporary authority to act as a loan originator in an 
        application State pursuant to this section shall be subject to 
        the requirements of this title and to applicable State law to 
        the same extent as if such individual was a State-licensed loan 
        originator licensed by the application State.
          ``(2) Any individual who is deemed to have temporary 
        authority to act as a loan originator in an application State 
        pursuant to this section and who engages in residential 
        mortgage loan origination activities shall be subject to the 
        requirements of this title and to applicable State law to the 
        same extent as if such individual was a State-licensed loan 
        originator licensed by the application State.
  ``(d) Definitions.--In this section, the following definitions shall 
apply:
          ``(1) State-licensed mortgage company.--The term `State-
        licensed mortgage company' means an entity licensed or 
        registered under the law of any State to engage in residential 
        mortgage loan origination and processing activities.
          ``(2) Application state.--The term `application State' means 
        a State in which a registered loan originator or a State-
        licensed loan originator seeks to be licensed.''.
  (b) Table of Contents Amendment.--The table of contents in section 
1(b) of the Housing and Economic Recovery Act of 2008 (42 U.S.C. 4501 
note) is amended by inserting after the item relating to section 1517 
the following:

``Sec. 1518. Employment transition of loan originators.''.

  (c) Amendment to Civil Liability of the Consumer Financial 
Opportunity Commission and Other Officials.--Section 1513 of the 
S.A.F.E. Mortgage Licensing Act of 2008 (12 U.S.C. 5112) is amended by 
striking ``are loan originators or are applying for licensing or 
registration as loan originators'' and inserting ``are applying for 
licensing or registration using the Nationwide Mortgage Licensing 
System and Registry''.

                       Subtitle M--Right to Lend

SEC. 1161. SMALL BUSINESS LOAN DATA COLLECTION REQUIREMENT.

  (a) Repeal.--Section 704B of the Equal Credit Opportunity Act (15 
U.S.C. 1691c-2) is repealed.
  (b) Conforming Amendments.--Section 701(b) of the Equal Credit 
Opportunity Act (15 U.S.C. 1691(b)) is amended--
          (1) in paragraph (3), by inserting ``or'' at the end;
          (2) in paragraph (4), by striking ``; or'' and inserting a 
        period; and
          (3) by striking paragraph (5).
  (c) Clerical Amendment.--The table of sections for title VII of the 
Consumer Credit Protection Act is amended by striking the item relating 
to section 704B.

              Subtitle N--Community Bank Reporting Relief

SEC. 1166. SHORT FORM CALL REPORT.

  (a) In General.--Section 7(a) of the Federal Deposit Insurance Act 
(12 U.S.C. 1817(a)) is amended by adding at the end the following:
          ``(12) Short form reporting.--
                  ``(A) In general.--The appropriate Federal banking 
                agencies shall issue regulations allowing for a reduced 
                reporting requirement for covered depository 
                institutions when making the first and third report of 
                condition for a year, as required pursuant to paragraph 
                (3).
                  ``(B) Covered depository institution defined.--For 
                purposes of this paragraph, the term `covered 
                depository institution' means an insured depository 
                institution that--
                          ``(i) is highly rated and well capitalized 
                        (as defined under section 38(b)); and
                          ``(ii) satisfies such other criteria as the 
                        appropriate Federal banking agencies determine 
                        appropriate.''.
  (b) Report to Congress.--Not later than 180 days after the date of 
the enactment of this Act, and every 365 days thereafter until the 
appropriate Federal banking agencies (as defined under section 3 of the 
Federal Deposit Insurance Act) have issued the regulations required 
under section 7(a)(12)(A) of the Federal Deposit Insurance Act, such 
agencies 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 describing the progress made in 
issuing such regulations.

          Subtitle O--Homeowner Information Privacy Protection

SEC. 1171. STUDY REGARDING PRIVACY OF INFORMATION COLLECTED UNDER THE 
                    HOME MORTGAGE DISCLOSURE ACT OF 1975.

  (a) Study.--The Comptroller General of the United States shall 
conduct a study to determine whether the data required to be published, 
made available, or disclosed under the final rule, in connection with 
other publicly available data sources, including data made publicly 
available under Regulation C (12 C.F.R. 1003) before the effective date 
of the final rule, could allow for or increase the probability of--
          (1) exposure of the identity of mortgage applicants or 
        mortgagors through reverse engineering;
          (2) exposure of mortgage applicants or mortgagors to identity 
        theft or the loss of sensitive personal financial information;
          (3) the marketing or sale of unfair or deceptive financial 
        products to mortgage applicants or mortgagors based on such 
        data;
          (4) personal financial loss or emotional distress resulting 
        from the exposure of mortgage applicants or mortgagors to 
        identify theft or the loss of sensitive personal financial 
        information; and
          (5) the potential legal liability facing the Consumer 
        Financial Opportunity Commission and market participants in the 
        event the data required to be published, made available, or 
        disclosed under the final rule leads or contributes to identity 
        theft or the capture of sensitive personal financial 
        information.
  (b) Report.--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 that includes--
          (1) the findings and conclusions of the Comptroller General 
        with respect to the study required under subsection (a); and
          (2) any recommendations for legislative or regulatory actions 
        that--
                  (A) would enhance the privacy of a consumer when 
                accessing mortgage credit; and
                  (B) are consistent with consumer protections and safe 
                and sound banking operations.
  (c) Suspension of Data Sharing Requirements.--Notwithstanding any 
other provision of law, including the final rule--
          (1) depository institutions shall not be required to publish, 
        disclose, or otherwise make available to the public, pursuant 
        to the Home Mortgage Disclosure Act of 1975 (or regulations 
        issued under such Act) any data that was not required to be 
        published, disclosed, or otherwise made available pursuant to 
        such Act (or regulations issued under such Act) on the day 
        before the date of the enactment of the Dodd-Frank Wall Street 
        Reform and Consumer Protection Act; and
          (2) the Consumer Financial Opportunity Commission and the 
        Financial Institutions Examination Council shall not publish, 
        disclose, or otherwise make available to the public any such 
        information received from a depository institution pursuant to 
        the final rule.
  (d) Definitions.--For purposes of this section:
          (1) Depository institution.--The term ``depository 
        institution'' has the meaning given that term under section 303 
        of the Home Mortgage Disclosure Act of 1975 (12 U.S.C. 2802).
          (2) Final rule.--The term ``final rule'' means the final rule 
        issued by the Bureau of Consumer Financial Protection titled 
        ``Home Mortgage Disclosure (Regulation C)'' (October 28, 2015; 
        80 Fed. Reg. 66128).

            Subtitle P--Home Mortgage Disclosure Adjustment

SEC. 1176. DEPOSITORY INSTITUTIONS SUBJECT TO MAINTENANCE OF RECORDS 
                    AND DISCLOSURE REQUIREMENTS.

  (a) In General.--Section 304 of the Home Mortgage Disclosure Act of 
1975 (12 U.S.C. 2803) is amended--
          (1) by redesignating subsection (i) as paragraph (2) and 
        adjusting the margin appropriately; and
          (2) by inserting before such paragraph (2) the following:
  ``(i) Exemptions.--
          ``(1) In general.--With respect to a depository institution, 
        the requirements of subsections (a) and (b) shall not apply--
                  ``(A) with respect to closed-end mortgage loans, if 
                such depository institution originated less than 100 
                closed-end mortgage loans in each of the two preceding 
                calendar years; and
                  ``(B) with respect to open-end lines of credit, if 
                such depository institution originated less than 200 
                open-end lines of credit in each of the two preceding 
                calendar years.''.
  (b) Technical Correction.--Section 304(i)(2) of such Act, as 
redesignated by subsection (a), is amended by striking ``section 
303(2)(A)'' and inserting ``section 303(3)(A)''.

   Subtitle Q--National Credit Union Administration Advisory Council

SEC. 1181. CREDIT UNION ADVISORY COUNCIL.

  Section 102 of the Federal Credit Union Act (12 U.S.C. 1752a) is 
amended by adding at the end the following:
  ``(g) Credit Union Advisory Council.--
          ``(1) Establishment.--The Board shall establish the Credit 
        Union Advisory Council to advise and consult with the Board in 
        the exercise of the Board's functions and to provide 
        information on emerging credit union practices, including 
        regional trends, concerns, and other relevant information.
          ``(2) Membership.--The Board shall appoint no fewer than 15 
        and no more than 20 members to the Credit Union Advisory 
        Council. In appointing such members, the Board shall include 
        members representing credit unions predominantly serving 
        traditionally underserved communities and populations and their 
        interests, without regard to party affiliation.
          ``(3) Meetings.--The Credit Union Advisory Council--
                  ``(A) shall meet from time to time at the call of the 
                Board; and
                  ``(B) shall meet at least twice each year.
          ``(4) Compensation and travel expenses.--Members of the 
        Credit Union Advisory Council who are not full-time employees 
        of the United States shall--
                  ``(A) be entitled to receive compensation at a rate 
                fixed by the Board, while attending meetings of the 
                Credit Union Advisory Council; and
                  ``(B) be allowed travel expenses, including 
                transportation and subsistence, while away from their 
                homes or regular places of business.''.

              Subtitle R--Credit Union Examination Reform

SEC. 1186. EXTENSION OF EXAMINATION CYCLE OF THE NATIONAL CREDIT UNION 
                    ADMINISTRATION TO 18 MONTHS OR LONGER.

  (a) Federal Credit Union Examinations.--Section 106 of the Federal 
Credit Union Act (12 U.S.C. 1756) is amended--
          (1) by striking ``Federal credit unions'' and inserting the 
        following:
  ``(a) In General.--Federal credit unions''; and
          (2) by adding at the end the following:
  ``(b) 18-month or Longer Examination Cycle for Certain Credit 
Unions.--
          ``(1) In general.--An examination of a Federal credit union 
        described under subsection (a) may only be carried out once 
        during each 18-month period with respect to a Federal credit 
        union that--
                  ``(A) has total assets of less than $1,000,000,000;
                  ``(B) is well capitalized, as such term is defined 
                under section 216(c)(1);
                  ``(C) was found in its most recent examination to be 
                well managed, and its composite rating (under the 
                Uniform Financial Institutions Rating System or an 
                equivalent rating under a comparable rating system)--
                          ``(i) was a 1, in the case of a Federal 
                        credit union that has total assets of more than 
                        $200,000,000; or
                          ``(ii) was a 1 or a 2, in the case of a 
                        Federal credit union that has total assets of 
                        not more than $200,000,000; and
                  ``(D) is not currently subject to a formal 
                enforcement proceeding or order by the Administration.
          ``(2) Safety and soundness exception.--Paragraph (1) shall 
        not apply to a Federal credit union if the Administration 
        determines--
                  ``(A) that such credit union should be examined more 
                often than every 18 months because of safety and 
                soundness concerns; or
                  ``(B) that such credit union has violated the law.''.
  (b) Insured Credit Union Examinations.--Section 204 of the Federal 
Credit Union Act (12 U.S.C. 1784) is amended by adding at the end the 
following:
  ``(h) 18-month or Longer Examination Cycle for Certain Credit 
Unions.--
          ``(1) In general.--An examination of an insured credit union 
        described under subsection (a) may only be carried out once 
        during each 18-month period with respect to an insured credit 
        union that--
                  ``(A) has total assets of less than $1,000,000,000;
                  ``(B) is well capitalized or adequately capitalized, 
                as such terms are defined, respectively, under section 
                216(c)(1);
                  ``(C) was found in its most recent examination to be 
                well managed, and its composite rating (under the 
                Uniform Financial Institutions Rating System or an 
                equivalent rating under a comparable rating system)--
                          ``(i) was a 1, in the case of an insured 
                        credit union that has total assets of more than 
                        $200,000,000; or
                          ``(ii) was a 1 or a 2, in the case of an 
                        insured credit union that has total assets of 
                        not more than $200,000,000; and
                  ``(D) is not currently subject to a formal 
                enforcement proceeding or order by the Administration.
          ``(2) Safety and soundness exception.--Paragraph (1) shall 
        not apply to an insured credit union if the Administration 
        determines--
                  ``(A) that such credit union should be examined more 
                often than every 18 months because of safety and 
                soundness concerns; or
                  ``(B) that such credit union has violated the law.''.
  (c) Budget Savings Report.--Not later than the end of the 180-day 
period beginning on the date of the enactment of this Act, the National 
Credit Union Administration shall issue a report to the Congress 
analyzing how the amendments made by this section affect the budget of 
the Administration.
  (d) Rulemaking.--Not later than the end of the 100-day period 
beginning on the date of the enactment of this Act, the National Credit 
Union Administration shall issue regulations to carry out the 
amendments made by this section.

                 Subtitle S--NCUA Overhead Transparency

SEC. 1191. FUND TRANSPARENCY.

  Section 203 of the Federal Credit Union Act (12 U.S.C. 1783) is 
amended by adding at the end the following:
  ``(g) Fund Transparency.--
          ``(1) In general.--The Board shall accompany each annual 
        budget submitted pursuant to section 209(b) with a report 
        containing--
                  ``(A) a detailed analysis of how the expenses of the 
                Administration are assigned between prudential 
                activities and insurance-related activities and the 
                extent to which those expenses are paid from the fees 
                collected pursuant to section 105 or from the Fund; and
                  ``(B) the Board's supporting rationale for any 
                proposed use of amounts in the Fund contained in such 
                budget, including detailed breakdowns and supporting 
                rationales for any such proposed use related to titles 
                of this Act other than this title.
          ``(2) Public disclosure.--The Board shall make each report 
        described under paragraph (1) available to the public.''.

                          Purpose and Summary

    Introduced by Chairman Jeb Hensarling on September 9, 2016, 
H.R. 5983, the Financial CHOICE Act of 2016, replaces harmful 
provisions of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (Dodd-Frank Act) with free market solutions that 
will grow the economy, end the phenomenon of ``too big to 
fail'' financial institutions, and strengthen tools to police 
fraud and deception. The CHOICE Act also contains key reforms 
to ensure that the Federal Reserve sets effective, rules-based 
monetary policy without political interference, while also 
increasing transparency and accountability for the Fed's 
regulatory functions.

                  Background and Need for Legislation

    The major provisions of the Financial CHOICE Act are the 
following:

    PROVIDE FOR ELECTION TO BE A STRONGLY CAPITALIZED, WELL MANAGED 
                         FINANCIAL INSTITUTION

    A banking organization\1\ may elect to become eligible for 
certain relief from current regulatory requirements and will be 
deemed to be well-capitalized for purposes of all prompt 
corrective action laws if (1) the banking organization 
maintains a leverage ratio of at least 10 percent and (2) the 
insured depository institution has a composite CAMELS rating\2\ 
of a 1 or a 2 at the time the banking organization makes the 
election.\3\ Such a banking organization will be exempt from 
the following laws, rules, and regulations:
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    \1\A ``banking organization'' will be defined to include (1) 
insured depository institutions (IDIs); (2) bank holding companies 
(BHCs) and savings and loan holding companies (SLHCs); (3) all 
companies that are treated as bank holding companies under the 
International Banking Act; and (4) U.S. intermediate holding companies 
established by a foreign banking organization.
    \2\The CAMELS rating is a supervisory rating system to classify an 
IDI's overall condition. The components of a bank's condition that are 
assessed are (1) capital adequacy; (2) asset quality; (3) management 
capability; (4) earnings; (5) liquidity; and (6) sensitivity to market 
risk. An overall CAMELS score of 3, 4 or 5 can expose an IDI to any of 
the informal and formal enforcement actions available to the banking 
agencies. These regulatory tools include memorandums of understanding, 
consent orders, cease and desist orders, written agreements and prompt 
corrective action directives, imposed in an escalating manner if an 
institution's CAMELS ratings do not improve or continue to deteriorate.
    \3\In the case of a banking organization that is a newly-chartered 
insured depository institution or a banking organization that becomes a 
banking organization because it controls a newly-chartered insured 
depository institution, such banking organization may be treated as a 
qualifying banking organization immediately upon becoming a banking 
organization, if (1) an election to be treated as a qualifying banking 
organization was included in the application filed with the appropriate 
Federal banking agency in connection with becoming a banking 
organization; and (2) as of the date the banking organization becomes a 
banking organization, the banking organization's tangible equity 
divided by the banking organization's leverage exposure, expressed as a 
percentage, is at least 10 percent.
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     Those addressing capital requirements, standards, 
or regulation (including all capital standards developed by the 
Basel Committee);
     Those addressing liquidity requirements, standards 
or regulation (including all liquidity standards developed by 
the Basel Committee);
     Those permitting a banking agency\4\ to block a 
banking organization from making capital distributions to its 
shareholders;
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    \4\A ``banking agency'' will be defined to include: (1) the Board 
of Governors of the Federal Reserve System (Board of Governors); (2) 
the Federal Deposit Insurance Corporation (FDIC); (3) the National 
Credit Union Administration (NCUA); and (4) the Office of the 
Comptroller of the Currency (OCC).
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     Those permitting a banking agency to consider risk 
``to the stability of the United States banking or financial 
system,'' added to various federal banking laws by Section 604 
of the Dodd-Frank Act, when reviewing an application to 
consummate a transaction or commence an activity if, after 
consummating the proposed transaction or commencing the 
proposed activity, the banking organization maintains a 10 
percent leverage ratio;
     Those providing limitations on mergers, 
consolidations, or acquisitions of assets or control, to the 
extent the limitations relate to capital or liquidity standards 
or concentrations of deposits or assets, provided that after 
the transaction the surviving banking organization maintains a 
10 percent leverage ratio; and
     To the extent not already provided for by the 
foregoing clauses, those contained in the final rule 
implementing Section 165 of the Dodd-Frank Act and any other 
rule implementing standards of the type provided for in Section 
165 of the Dodd-Frank Act,\5\ including, among other 
requirements:
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    \5\Banking agencies will be permitted to establish regulations 
implementing a standard of the type provided for in Section 165(f) of 
the Dodd-Frank Act. Section 165(f) of the Dodd-Frank Act permits the 
Board of Governors to prescribe, by regulation, periodic public 
disclosures in order to support market evaluation of the risk profile, 
capital adequacy, and risk management capabilities of certain banking 
organizations.
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            The requirement to comply with the so-called ``G-
        SIB surcharge'';
            The requirement to maintain ``total loss absorbing 
        capacity'';
            The requirement to comply with the ``liquidity 
        coverage ratio'' and ``net stable funding ratio''; and
            The requirement to submit ``living wills.''
    Notwithstanding the foregoing, the banking agencies will be 
permitted to conduct stress tests (but not limit capital 
distributions) of a banking organization that has made a 
qualifying capital election. A qualifying banking organization 
with total consolidated assets of more than $10,000,000,000 and 
less than $50,000,000,000 will not be required to conduct 
annual stress tests required under Section 165(i)(2)(A) of the 
Dodd-Frank Act.
    The leverage ratio referenced above will be defined as the 
ratio of (1) ``tangible equity'' to (2) ``leverage 
exposure.''\6\
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    \6\For purposes of a banking organization's qualifying capital 
election, its leverage ratio will be calculated based on the average of 
its leverage ratio as calculated for each of the four most recently 
completed calendar quarter end-dates prior to the filing date of the 
notice of election. A banking organization may make a qualifying 
capital election by filing with its appropriate banking agency (and any 
applicable State bank supervisor that regulates the banking 
organization) a notice of election that sets forth its leverage ratio 
(and that of its affiliated IDIs and BHC, as appropriate) as of each of 
the four most recently completed quarter end-dates and the average of 
its leverage ratio for such dates. A banking organization's qualifying 
capital election shall become effective on the 30th day after receipt 
by the appropriate banking agency unless such banking agency notifies 
the banking organization (and any applicable State bank supervisor that 
regulates the banking organization) that its qualifying capital 
election is deficient because (1) it fails to demonstrate that the 
banking organization's leverage ratio satisfies the 10 percent test or 
(2) in the case of an IDI, its composite CAMELS rating at the date the 
appropriate banking agency received its qualifying capital election was 
less than 1 or 2.
---------------------------------------------------------------------------
    The numerator of the leverage ratio, or ``tangible 
equity,'' will be composed of (1) all ``common equity tier 1 
capital'' (as defined in the OCC's, FDIC's, and the Board of 
Governors' existing capital rules) plus (2) existing\7\ 
``additional tier 1 capital'' (as defined in the banking 
agencies' existing capital rules). Common equity tier 1 capital 
generally consists of total shareholders' equity less goodwill, 
identifiable intangible assets, and deferred tax assets 
dependent on future taxable income. Additional tier 1 capital 
generally consists of noncumulative perpetual preferred stock. 
In addition, banking organizations that can treat certain trust 
preferred securities as tier 1 capital under the banking 
agencies' existing capital rules will be permitted to include 
such securities in the definition of ``tangible equity.'' For 
credit unions, ``tangible equity'' will be defined as ``net 
worth'' as that term is defined in 12 C.F.R. 702.2.
---------------------------------------------------------------------------
    \7\As of June 1, 2016.
---------------------------------------------------------------------------
    The denominator of the leverage ratio, or ``leverage 
exposure,'' for banking organizations that are not 
``traditional banking organizations''\8\ or credit unions will 
be the same as the denominator in the final rules establishing 
a ``supplementary leverage ratio'' issued by the banking 
agencies on September 3, 2014. Generally, leverage exposure 
includes both (1) on-balance sheet assets and (2) asset-
equivalents of certain off-balance sheet exposures. For 
traditional banking organizations, ``leverage exposure'' will 
be defined to mean total assets (minus any items deducted from 
common equity tier 1 capital) as calculated in accordance with 
generally accepted accounting principles and as reported on the 
traditional banking organization's applicable regulatory filing 
with the banking organization's appropriate Federal banking 
agency. For credit unions, ``leverage exposure'' will be 
defined as ``total assets'' as that term is defined in 12 
C.F.R. 702.2.
---------------------------------------------------------------------------
    \8\A traditional banking organization will be defined to include a 
banking organization that (1) has zero trading assets and zero trading 
liabilities; (2) does not engage in swaps or security-based swaps, 
other than swaps or security-based swaps referencing interest rates or 
foreign exchange swaps; and (3) has a total notional exposure of swaps 
and security-based swaps of not more than $8,000,000,000.
---------------------------------------------------------------------------
    If a banking organization that has made a qualifying 
capital election fails to maintain a 10 percent leverage ratio, 
then the banking organization will be (1) prohibited from 
making a capital distribution if its primary federal regulator 
objects to such distribution; (2) required to submit a capital 
restoration plan to its primary federal regulator (and any 
applicable State bank supervisor that regulates the banking 
organization) within three months after the date that such 
banking organization's leverage ratio falls below 10 percent; 
and (3) required to restore its leverage ratio to at least 10 
percent within one year after the date that its leverage ratio 
fell below 10 percent. If a banking organization fails to 
restore its leverage ratio to at least 10 percent within one 
year, then the banking organization will lose all regulatory 
relief. In addition, if a banking organization that has made a 
qualifying capital election fails to maintain a 6 percent 
leverage ratio, then the banking organization will immediately 
lose all regulatory relief. A banking organization that loses 
regulatory relief but subsequently maintains a 10 percent 
leverage ratio for 8 consecutive calendar quarters may make a 
subsequent qualifying capital election.
    Each banking agency will be required to conduct public 
hearings and deliver a report to Congress explaining how it 
would design a requirement that large banking organizations 
issue contingent capital with a market-based conversion 
trigger.
    To address deficiencies in the prompt corrective action 
regime exposed by the financial crisis, the Government 
Accountability Office (GAO) will be directed to conduct a study 
and report to Congress on the pros and cons of replacing the 
prompt corrective action regulatory capital ratios with an 
objective measure based upon a bank's level of non-performing 
assets.

               END ``TOO BIG TO FAIL'' AND BANK BAILOUTS

     Repeal the authority of the Financial Stability 
Oversight Council (FSOC) to designate non-bank financial 
companies as systematically important financial institutions 
(SIFIs), and retroactively repeal its previous designations of 
non-bank financial companies.
     Repeal the FSOC's authority to designate 
particular financial activities for heightened prudential 
standards, which includes the power to mandate that an activity 
be conducted in a certain way or be prohibited altogether.
     Implement reforms requiring greater transparency 
in the FSOC's deliberations, broader participation by non-
agency heads, and funding through the appropriations 
process.\9\
---------------------------------------------------------------------------
    \9\Under the Financial CHOICE Act, the FSOC would continue to serve 
as an inter-agency forum for: (1) monitoring market developments; (2) 
facilitating information-sharing and regulatory coordination; and (3) 
reporting to Congress on potential threats to financial stability.
---------------------------------------------------------------------------
     Repeal Title II of the Dodd-Frank Act and 
substitute a new chapter of the Bankruptcy Code designed to 
accommodate the failure of a large, complex financial 
institution (House-passed H.R. 2947, the Financial Institution 
Bankruptcy Act of 2016).
     Prohibit the use of the Exchange Stabilization 
Fund to bail out a financial firm or its creditors.
     Repeal the FDIC's authority to (1) bail out 
creditors of ``solvent'' banks, and (2) bail out creditors 
other than insured depositors of ``insolvent'' banks that are 
in receivership.
     Repeal Title VIII of the Dodd-Frank Act, which 
gives the FSOC authority to designate certain payments and 
clearing organizations as systemically important ``financial 
market utilities'' with access to the Federal Reserve discount 
window, and retroactively repeal all previous financial market 
utility designations.
     Repeal Section 117(b) of the Dodd-Frank Act, the 
so-called ``Hotel California'' provision, which provides that 
any bank holding company SIFI that received TARP funds that 
``de-banks'' will be treated automatically as a non-bank SIFI. 
Amend the Bank Holding Company Act to prohibit the Federal 
Reserve from waiving an application for a company to become a 
bank holding company in an emergency situation (except in the 
limited situation where a company is acquiring a failing bank).

 EMPOWER AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE BY FUNDAMENTALLY 
   REFORMING THE CONSUMER FINANCIAL PROTECTION BUREAU AND PROTECTING 
                               INVESTORS

     Re-establish CFPB as an independent agency outside 
of the Federal Reserve led by a bipartisan, five-member 
``Consumer Financial Opportunity Commission.''
     Establish funding for the Commission through 
congressional appropriations.
     Establish an independent, Senate-confirmed 
Inspector General for the Commission.
     Provide the Commission with a dual mission of 
protecting consumers by enforcing the law and promoting market 
competition, with assessment of proposed rules, performed by an 
Office of Economic Analysis.
     Give defendants in administrative actions the 
right to remove cases to federal court and clarify that the 
Dodd-Frank Act's three-year statute of limitations applies to 
such actions.
     Allow motions to set aside civil investigative 
demands (CIDs) to be filed in federal court, and create a 
reasonable timeline for CID recipients to meet and confer with 
investigators.
     Repeal requirement that reviewing courts defer to 
CFPB statutory interpretations where in conflict with statutory 
interpretations of other agencies.
     Create a small business advisory board.
     Create an advisory opinion process.
     Create segregated accounts for civil penalty 
assessments.
     Compensate employees on the General Services 
scale.
     Create Chinese wall between market monitoring and 
enforcement functions.
     Require verification of the accuracy of complaint 
data before posting complaints publicly on its database.
     Require enhanced transparency in research reports.
     Increase threshold for bank supervision from $10 
billion to $50 billion.
     To better focus OCC and CFPB on their core 
missions and deter misuse of federal funds, put the General 
Services Administration (GSA) in charge of managing the federal 
building space CFPB currently occupies for its headquarters.
     Require the Commission to obtain permission before 
collecting personally identifiable information on consumers.
     Repeal the FSOC's authority to set aside CFPB 
rules, and require the Commission to consider the safety-and-
soundness of financial institutions when promulgating new 
rules.
     Permit states and tribes to request an 
unconditional 5-year waiver from CFPB regulation governing 
short-term, small-dollar credit.
     Repeal CFPB's indirect auto lending guidance.
     Repeal authority to ban products or services it 
deems ``abusive.''
     Repeal authority to prohibit arbitration clauses 
in financial services contracts.
     Repeal Durbin amendment on debit interchange fees.
     Turn the Treasury Department's one-time Fannie 
Mae/Freddie Mac privatization study into annual report/
testimony.

DEMAND ACCOUNTABILITY FROM FINANCIAL REGULATORS AND DEVOLVE POWER AWAY 
                            FROM WASHINGTON

     Repeal specific command-and-control powers 
conferred on federal regulators by the Dodd-Frank Act:
            Repeal the FSOC's authority to break up large 
        financial institutions upon the recommendation of the 
        Federal Reserve;
            Abolish the Office of Financial Research (OFR); and
            Repeal the ``Franken Amendment,'' giving government 
        a role in assigning credit ratings to private firms.
     Reauthorize the Securities and Exchange Commission 
(SEC) for a period of five years, with the following reforms:
            Rationalize the agency's balkanized and unwieldy 
        bureaucratic structure by:
                   Requiring the SEC to implement the 
                remaining direct recommendations of the 2011 
                report from the Boston Consulting Group, and 
                report to Congress if the SEC lacks the 
                authority to fully implement such 
                recommendations;
                   Aligning the SEC's Investor Advisory 
                Committee with the creation of the SEC's Small 
                Business Capital Formation Advisory Committee;
                   Reestablishing the Office of Credit 
                Ratings and the Office of Municipal Securities 
                in their pre-Dodd-Frank Act homes in the SEC's 
                Division of Trading and Markets to reduce two 
                direct reports of the SEC Chairman;
                   Repealing the mandate to disperse 
                examiners;
                   Converting the Ombudsman, who 
                currently reports to the Investor Advocate, to 
                an independent office that reports to the five 
                SEC Commissioners;
                   Requiring the SEC and its Division 
                of Economic and Risk Analysis to develop 
                comprehensive internal risk control mechanisms 
                to safeguard market data; and
                   Prohibiting the SEC from issuing 
                policy statements, guidance, interpretive 
                rules, or other procedural rules that have the 
                ultimate effect of law, without providing the 
                public the notice and the opportunity to 
                comment as required in the Administrative 
                Procedure Act.
            Streamline SEC enforcement authorities to ensure 
        that individuals and registered entities receive fair 
        treatment during the course of SEC investigations by:
                   Instituting a formalized/expedited 
                process for closing cases (vs. leaving them 
                open in perpetuity);
                   Establishing an Enforcement 
                Ombudsman to review and evaluate complaints 
                about the Enforcement process and behavior of 
                Enforcement staff;
                   Prohibiting the use of unproven 
                legal theories (i.e., ``collective scienter'') 
                to overstep existing legal boundaries;
                   Allowing certain defendants to 
                appear before the SEC staff and interested 
                Commissioners or their staff after receiving a 
                Wells Notice (before Commission votes to bring 
                an action);
                   Requiring the SEC to approve and 
                publish an updated Enforcement Manual to ensure 
                transparency and uniform application;
                   Requiring the SEC to publish an 
                annual plan for SEC enforcement and examination 
                priorities with an opportunity for public 
                comment; and
                   Ensuring that every Commissioner has 
                a seat at the table to approve the renewal of 
                omnibus orders of investigation that authorize 
                the issuance of subpoenas;
            Establish a regular schedule of authorized funding 
        for the SEC over the next five fiscal years:
                   FY 2017 $1.555 billion;
                   FY 2018 $1.605 billion;
                   FY 2019 $1.655 billion;
                   FY 2020 $1.705 billion; and
                   FY 2021 $1.755 billion;
            At the end of each fiscal year, require the SEC to 
        issue a detailed report to Congress stating the amount 
        of unspent funds;
            Eliminate the SEC Reserve Fund;
            Amend the SEC's funding offsets to include pre-
        Dodd-Frank Act transaction and registration fee 
        sources;
            Require the SEC--in connection with voting to 
        approve a civil money penalty against an issuer--to 
        make written findings, supported by an analysis of the 
        Division of Economic and Risk Analysis and certified by 
        the Chief Economist, and which shall be made part of 
        the publicly available order of the Commission, that 
        the alleged violation(s) resulted in direct economic 
        benefit to the issuer and that the penalties imposed do 
        not harm the issuer's shareholders;
            Amend federal securities laws to ensure that the 
        SEC has greater discretion in applying certain 
        disqualifications, so as to uncouple automatic 
        disqualifications from enforcement actions and 
        settlements;
            Consistent with H.R. 3798, the Due Process 
        Restoration Act, provide an immediate right of removal 
        to federal court for respondents in SEC administrative 
        proceedings;
            Eliminate the authority of the SEC to obtain 
        officer and director bars in administrative 
        proceedings; and
            Require GAO to submit a report to the Committee on 
        Financial Services and the Committee on Banking, 
        Housing and Urban Affairs on the SEC use of its 
        authority to impose or obtain civil monetary penalties 
        for violations of the securities laws beginning on June 
        1, 2010.
     Incorporate legislation drafted by the Committee 
on Agriculture to reform the Commodity Futures Trading 
Commission (CFTC), which received broad new powers over the 
derivatives markets in the Dodd-Frank Act (House-passed H.R. 
2289, the Commodity End-User Relief Act). Specific reforms 
include:
            Make the CFTC's division directors answerable to 
        the entire Commission, not just the Chairman's office;
            Enhance the CFTC staff procedures governing the 
        issuance of ``no-action'' letters to improve 
        Commissioners' oversight of activities happening 
        outside the official rulemaking process;
            Require the CFTC to develop a strategic technology 
        plan every five years focused on market surveillance 
        and risk detection, which must also include a detailed 
        accounting of how funds provided for technology will be 
        used;
            Require the CFTC and its Office of the Chief 
        Economist to develop comprehensive internal risk 
        control mechanisms to safeguard market data;
            Ensure that every Commissioner has a seat at the 
        table in approving the renewal of omnibus orders of 
        investigation that authorize the issuance of subpoenas;
            Prohibit the CFTC from issuing policy statements, 
        guidance, interpretive rules, or other procedural rules 
        that have the ultimate effect of law, without providing 
        the public the notice and the opportunity to comment as 
        required in the Administrative Procedure Act;
            Create a judicial review process similar to that of 
        the SEC for rulemakings to ensure the two regulators 
        charged with overseeing the derivatives markets have 
        similar procedures in place to allow market 
        participants to challenge their rules; and
            Require the CFTC to finally put in place a 
        comprehensive plan for how to address the international 
        nature of swaps trading and to determine how to share 
        regulatory obligations over transactions that cross 
        international boundaries.
     Require the SEC and CFTC to harmonize, where 
applicable, rulemakings, guidance, and other interpretive 
orders required by Title VII of the Dodd-Frank Act to simplify 
compliance burdens and improve oversight.
     Demand greater accountability and transparency 
from the Federal Reserve, both in its conduct of monetary 
policy and its prudential regulatory activity (House-passed 
H.R. 3189, the Fed Oversight Reform and Modernization (FORM) 
Act) by:
            Providing for a more transparent and disciplined 
        monetary policy by requiring the Federal Reserve's 
        Federal Open Market Committee (FOMC) to describe how 
        FOMC policy rate decisions compare to a well-known 
        standard;
            Establishing a more balanced rotation of the 
        Federal Reserve's twelve District Bank Presidents who 
        formally vote during each FOMC meeting (with every 
        President continuing to contribute his or her views 
        during each meeting);
            Requiring the Board of Governors' Chair to testify 
        before the House Financial Services Committee and the 
        Senate Banking Committee on a quarterly basis (rather 
        than semi-annually as provided under current law);
            In instances when the Board of Governors does not 
        have a Senate-confirmed Vice-Chair for Supervision, 
        requiring the Board's Vice-Chair to testify on 
        supervisory matters before Congress on a semi-annual 
        basis, as contemplated by the Dodd-Frank Act; and
            Providing for an annual audit of the Board of 
        Governors and the Federal Reserve banks by GAO.
     Streamline federal resources by combining the 
Treasury Department's Federal Insurance Office (FIO) and the 
FSOC Independent Member with insurance expertise to create one 
independent office that is both more accountable and more 
capable of effectively defending U.S. interests in 
international insurance negotiations.
     Create greater transparency for financial 
regulators by requiring them to release for notice and comment 
a public disclosure of any positions they plan to take as part 
of international regulatory negotiations, and provide a public 
report to Congress on the negotiations at their conclusion.
     Impose an across-the-board requirement on all of 
the financial regulators that they conduct detailed cost-
benefit analysis, with limited exemptions for Self-Regulatory 
Organizations in certain circumstances, when promulgating 
regulations and perform a retrospective review of those 
regulations against a pre-defined set of metrics to evaluate 
success or failure every five years.
     Increase oversight of all of the financial 
regulatory agencies to by subjecting them to the annual 
appropriations process. For the Federal Reserve, subject 
prudential regulatory and financial supervision activities to 
appropriations, while leaving monetary policy off-budget.
     Harmonize the bureaucratic structures of federal 
financial regulatory agencies so they all reflect multiple, 
bipartisan viewpoints with independent members by:
            Converting regulatory agencies currently headed by 
        single directors--CFPB, the OCC, and the Federal 
        Housing Finance Agency (FHFA)--into bipartisan, five-
        member commissions;
            Increasing the NCUA's board membership from three 
        to five; and
            Modifying the composition of the FDIC's five-member 
        board by replacing the CFPB Director and the 
        Comptroller of the Currency with two independent 
        members.
     Require that all major financial regulations 
(those likely to result in (1) an annual economic impact of 
more than $100 million, (2) a major increase in prices for 
consumers or costs for businesses, or (3) significant adverse 
effects on competition, employment, investment, productivity or 
innovation, or international competitiveness) receive 
affirmative congressional approval before becoming effective 
(House-passed H.R. 427, Regulations from the Executive in Need 
of Scrutiny (REINS) Act).
     Repeal the Chevron doctrine requiring judicial 
deference to agency interpretations by altering the standard of 
judicial review in the Administrative Procedure Act as it 
relates to financial regulatory agencies.
     Overhaul the current regime for stress testing 
banks, by implementing the following reforms that require the 
banking agencies to:
            Issue regulations, after providing for notice and 
        comment, that provide for at least three different sets 
        of conditions--baseline, adverse, and severely 
        adverse--under which the evaluation required by Section 
        165 of the Dodd-Frank Act or under the banking 
        agencies' rules implementing stress testing 
        requirements will be conducted and the methodologies 
        employed, including models to estimate losses on 
        certain assets;
            Provide copies of such regulations to GAO and the 
        Panel of Economic Advisors of the Congressional Budget 
        Office before publishing such regulation; and
            Publish a summary of all stress test results.
     Overhaul the current ``living will'' regime 
outlined in Section 165 of the Dodd-Frank Act, by requiring 
that banking agencies:
            Can only request a ``living will'' once every two 
        years from a banking organization;
            Must provide feedback on ``living wills'' to 
        banking organizations within six months of their 
        submission; and
            Must publicly disclose their assessment frameworks.
     Create a credit union advisory council at the 
NCUA.

 DEMAND ACCOUNTABILITY FROM WALL STREET THROUGH ENHANCED PENALTIES FOR 
                          FRAUD AND DECEPTION

     Impose enhanced penalties for financial fraud and 
self-dealing, and promote greater transparency and 
accountability in the civil enforcement process:
            Double the statutory cap for the most serious 
        securities law violations to $300,000 per violation for 
        individuals and $1.45 million for companies;
            Allow the SEC to triple the monetary fines sought 
        in both administrative and civil actions in certain 
        cases where the penalties are tied to the defendant's 
        illegal profits. (Currently, securities laws allow the 
        SEC to calculate penalties equal to a defendant's 
        ``gross amount of pecuniary gain.'');
            Give the SEC new authority to impose sanctions 
        equal to investor losses in cases involving ``fraud, 
        deceit, manipulation, or deliberate or reckless 
        disregard of a regulatory requirement'' where the loss, 
        risk of loss, or pecuniary gain is significant;
            Within five years of a prior criminal conviction or 
        civil judgment or order regarding securities fraud, 
        subject repeat offenders to triple damages by creating 
        a new ``fourth tier'' of penalties that the SEC may 
        impose;
            Increase the civil penalties that the Public 
        Company Accounting Oversight Board (PCAOB) may impose 
        on a registered public accounting firm from $2 million 
        to $4,000,000, and from $100,000 to $200,000 for an 
        individual associated with such a firm; and from 
        $15,000,000 to $20,000,000 and $750,000 to $1,000,000 
        for firms and individuals, respectively, engaged in 
        intentional or knowing violations;
            Increase the maximum criminal fines for individuals 
        specified in Section 32(a) of the Securities Exchange 
        Act of 1934, for such violations as insider trading, 
        from $5 million to $7 million;
            Increase statutory criminal penalties for 
        prohibited foreign trade practices that constitute 
        willful violations of the Foreign Corrupt Practices Act 
        of 1977 from $2 million to $4 million for issuers and 
        from $100,000 to $250,000 for individuals;
            Increase statutory civil penalties for violations 
        of the Foreign Corrupt Practices Act, from $10,000 to 
        $50,000 for issuers and individuals;
            Double the civil penalty that the SEC may impose on 
        any person who, at the time of an insider trading 
        violation, directly or indirectly controlled the person 
        who committed such violation, from $1 million to $2 
        million;
            Provide that any monetary sanctions required to be 
        paid pursuant to an SEC enforcement action, including 
        any interest, may be added to and become part of a 
        distribution fund for injured investors;
            Provide the SEC with the ability to maintain the 
        confidentiality of records obtained from foreign law 
        enforcement and foreign securities authorities;
            Amend Section 105 of the Sarbanes-Oxley Act to 
        ensure that the PCAOB is fully responsive and 
        accountable to Congress;
            Amend Section 109(c) of the Sarbanes-Oxley Act to 
        require that all fines collected by the PCAOB be 
        remitted to Treasury for deficit reduction;
            Require that all fines that would otherwise be 
        remitted to the Municipal Securities Rulemaking Board 
        (MSRB) go to Treasury for deficit reduction; and
            Increase the maximum civil and criminal penalty 
        amounts that can be assessed under the Financial 
        Institutions Reform, Recovery, and Enforcement Act 
        (FIRREA) of 1989 for violations involving financial 
        institutions from $1 million to $1,500,000.

UNLEASH OPPORTUNITIES FOR SMALL BUSINESSES, INNOVATORS AND JOB CREATORS 
                   BY FACILITATING CAPITAL FORMATION

     Repeal the Volcker Rule (Section 619 of the Dodd-
Frank Act);
     Repeal the Dodd-Frank Act's registration and 
examination requirements on advisers to private equity funds, 
align all record-keeping requirements with those for advisers 
to venture capital funds, and maintain existing exemption for 
advisers to venture capital funds and for all other advisers;
     Replace the Dodd-Frank Act Section 412 by revising 
the definition of an ``accredited investor'' consistent with 
the House-passed H.R. 2187, the Fair Investment Opportunities 
for Professional Experts Act;
     Repeal specialized public company disclosures for 
conflict minerals, extractive industries and mine safety;
     Exempt all non-residential mortgage asset classes 
from the Dodd-Frank Act's risk retention requirements for 
asset-backed securities;
     Expand the Sarbanes-Oxley Act Section 404(b) 
exemption for non-accelerated filers to include issuers with up 
to $250 million in market capitalization (up from the current 
threshold of $75 million) or $1 billion in assets for banks;
     Repeal the burdensome mandate that publicly traded 
companies disclose the ratio of median vs. CEO pay;
     Repeal the SEC's authority to both prospectively 
and retroactively eliminate or restrict securities arbitration;
     Repeal the SEC's authority to further restrict the 
ability to engage in legitimate securities short selling;
     Repeal or amend provisions that increase credit 
rating agency civil liability and serve as barriers to entry 
for new market participants;
     Provide the SEC with the authority to perform 
risk-based examinations of credit rating agencies;
     Amend Section 15E of the Securities Exchange Act, 
as amended by the Dodd-Frank Act, to provide the SEC with clear 
exemptive authority if the SEC determines that any rules 
relating to credit rating agencies creates a barrier to entry 
into the credit rating agency market or impedes competition 
among credit rating agencies;
     Amend the mandate on public companies to provide 
shareholders with a vote on executive compensation to occur 
only when the company has made a material change to the 
executive compensation package;
     In the event of certain financial restatements, 
hold bad actors responsible by limiting ``clawbacks'' of 
compensation to the current or former executive officers of a 
public company who had control or authority over the company's 
financial reporting;
     To reduce the burdens on emerging growth and 
smaller reporting companies, repeal the reporting requirement 
for public companies regarding employee or board member hedging 
of equity securities granted as compensation;
     Repeal federal financial regulators' ability to 
prohibit types and features of incentive-based compensation 
arrangements;
     Repeal the SEC's authority to issue rules on proxy 
access;
     Repeal the SEC's authority to issue rules to 
require disclosures regarding Chairman and CEO structures;
     Clarify that municipal issuers do not have to 
retain a ``municipal advisor'' prior to the issuance of 
securities under the Securities Exchange Act of 1934;
     Repeal the requirement imposed on national 
securities associations to establish an accounting support fee 
for their members (i.e. broker-dealers) to fund the 
Governmental Accounting Standards Board; and
     Repeal CFPB's ability to give grants to the North 
American Securities Administrators Association (the state 
securities regulator trade association) to create programs 
regarding false designations. Repealing this provision also 
eliminates a lapsed authorization of appropriations of $40 
million for FY 2011-2015 ($8 million each year).
     Incorporate the following Committee- or House-
passed\10\ capital formation bills:
---------------------------------------------------------------------------
    \10\Italicized bills were passed by the House in 2016 prior to the 
Committee reporting the CHOICE Act; underlined bills had been reported 
by the Committee, but not passed by the House.
---------------------------------------------------------------------------
            H.R. 686, the Small Business Mergers, Acquisitions, 
        Sales, and Brokerage Simplification Act (Rep. Huizenga)
          Amends Section 15(b) of the Securities Exchange Act 
        of 1934 to create a simplified SEC registration system 
        for firms known as M&A; brokers that perform services in 
        connection with the transfer of ownership of smaller 
        privately held companies.
            H.R. 1090, the Retail Investor Protection Act (Rep. 
        Wagner)
          Repeals the Department of Labor's (DOL's) fiduciary 
        rule and restricts DOL from promulgating similar 
        regulations until after the SEC exercises its authority 
        under Section 913 of the Dodd-Frank Act. Requires that 
        before the SEC issues a final rule to implement Section 
        913 of the Dodd-Frank Act, it must first engage in a 
        complete analysis of the rule's impacts on the 
        availability of retirement product and access to 
        retirement advice for retail investors.
            H.R. 1675, the Encouraging Employee Ownership Act 
        (Rep. Hultgren)
          Amends SEC Rule 701, originally adopted in 1988 under 
        Section 3(b) of the Securities Act of 1933 (Securities 
        Act) and last updated in 1999. The legislation requires 
        the SEC to increase that threshold from $5 million to 
        $10 million and index the amount for inflation every 
        five years.
            H.R. 1965, the Small Company Disclosure 
        Simplification Act (Rep. Hurt)
          Provides a voluntary exemption for all Emerging 
        Growth Companies and other issuers with annual gross 
        revenues under $250 million from the SEC requirements 
        to file financial statements in an interactive data 
        format known as eXtensible Business Reporting Language 
        (XBRL).
            H.R. 1975, the Securities and Exchange Commission 
        Overpayment Credit Act (Rep. Meeks)
          Authorizes the SEC to refund overpayments of fees 
        made by national securities exchanges and other self-
        regulatory organizations under Section 31 of the 
        Exchange Act. The SEC has refused to refund these 
        overpayments because it believes it lacks the authority 
        to do so under current law.
            H.R. 2187, the Fair Investment Opportunities for 
        Professional Experts Act (Rep. Schweikert)
          Amends the definition of accredited investor under 
        the Securities Act to expand the pool of eligible 
        investors in private securities offerings.
            H.R. 2357 the Accelerating Access to Capital Act 
        (Rep. Wagner)
          Amends the SEC's Form S-3 registration statement (a 
        simplified registration form for companies that have 
        met prior reporting requirements) for smaller reporting 
        companies that have a class of common equity securities 
        listed and registered on a national securities 
        exchange.
            H.R. 3784, the SEC Small Business Advocate Act 
        (Rep. Carney)
          Establishes the Office for Small Business Capital 
        Formation (OSBCF) and the Small Business Capital 
        Formation Advisory Committee within the SEC. The OSBCF 
        is led by the Advocate for Small Business Capital 
        Formation, who is appointed by and reports to the SEC.
            H.R. 3798, the Due Process Restoration Act (Rep. 
        Garrett)
          Responds to the increased use of administrative 
        proceedings by the SEC and ensures fairness and 
        protects the due process rights of defendants in SEC 
        enforcement matters.
            H.R. 3868, the Small Business Credit Availability 
        Act (Rep. Mulvaney)
          Amends the Investment Company Act of 1940 to 
        modernize the regulatory regime for Business 
        Development Companies, which are investment vehicles 
        designed to facilitate capital formation for small and 
        middle-market companies.
            H.R. 4139, the Fostering Innovation Act (Rep. 
        Sinema)
          Extends the time period in which Emerging Growth 
        Companies must comply with Section 404(b) of the 
        Sarbanes-Oxley Act (SOX). Section 404 requires the 
        management of a company to assess the effectiveness of 
        the company's internal controls for financial reporting 
        and mandates that a public company's auditor attest to, 
        and report on, the management's assessment. The 
        significant compliance costs associated with Section 
        404(b) disproportionately harm small companies, 
        diverting resources from growth to regulatory costs.
            H.R. 4168, the Small Business Capital Formation 
        Enhancement Act (Rep. Poliquin)
          Requires the SEC to respond to any findings and 
        recommendations, within its jurisdiction, put forth by 
        the SEC's annual Government-Business Forum on Small 
        Business Capital Formation.
            H.R. 4498, the Helping Angels Lead Our Startups 
        (HALOS) Act (Reps. Chabot-Hurt-Sinema)
          Defines an angel investor for purposes of federal 
        securities laws and clarifies the definition of general 
        solicitation contained in the Securities Act to ensure 
        that startups have the opportunity to discuss their 
        products and business plans at certain events, known as 
        ``demo days'' where there is no specific investment 
        offering.
            H.R. 4538, the Senior$afe Act (Rep. Sinema)
          Protects banks, credit unions, investment advisers, 
        and broker-dealers and their employees from civil 
        liability, as long as employees receive training in how 
        to spot and report predatory activity against senior 
        citizens and reports of such activity are made in good 
        faith and with reasonable care to appropriate 
        regulatory or law enforcement authorities.
            H.R. 4638, the Main Street Growth Act (Rep. 
        Garrett)
          Amends the Securities Exchange Act of 1934 to create 
        SEC-registered venture exchanges, which are a new class 
        of stock exchanges that can provide enhanced liquidity 
        and capital access to smaller issuers.
            H.R. 4850, the Micro Offering Safe Harbor Act (Rep. 
        Emmer)
          Amends the Securities Act to exempt certain small or 
        ``micro-offerings'' from the Act's registration 
        requirements and allow small businesses to operate with 
        confidence that they are not in violation of the law if 
        a non-public securities offering meets the following 
        three requirements: (1) a purchaser has a pre-existing 
        relationship with an officer, director or shareholder 
        with 10 percent or more of the shares of the issuer; 
        (2) the issuer reasonably believes that there are no 
        more than 35 purchasers of securities from the issuer 
        that are sold during the 12-month period preceding the 
        transaction; and (3) the aggregate amount of all 
        securities sold by the issuer does not exceed $500,000 
        over a 12-month period.
            H.R. 4852, the Private Placement Improvement Act 
        (Rep. Garrett)
          Prohibits the SEC from issuing regulations that would 
        frustrate Title II of the JOBS Act, which lifted the 
        ban on general solicitation or advertising for Reg D 
        Rule 506 private offerings.
            H.R. 4854, the Supporting America's Innovators Act 
        (Rep. McHenry)
          Amends the Investment Company Act of 1940 to expand 
        the exemption from SEC registration from 100 to 250 
        investors for a qualifying venture capital fund, 
        defined as any venture capital fund that has up to $10 
        million in invested capital, adjusted for inflation.
            H.R. 4855, the Fix Crowdfunding Act (Rep. McHenry)
          Amends Title III of the JOBS Act to exempt 
        crowdfunding securities from the requirements of 
        Section 12(g) of the Securities Exchange Act of 1934 
        and permits single purpose funds to participate in the 
        sale and offer of crowdfunding securities.
            H.R. 5019, the Fair Access to Investment Research 
        Act (Rep. Hill)
          Directs the SEC to provide a safe harbor for research 
        reports that cover Exchange Traded Funds (ETFs) so that 
        these reports are not considered ``offers'' under 
        Section 5 of the Securities Act.
            H.R. 5311, the Corporate Governance Reform and 
        Transparency Act of 2016 (Rep. Duffy)
          Defines a proxy advisory firm for purposes of federal 
        securities laws and requires such firms to register 
        with the SEC.
            H.R. 5421, the National Securities Exchange 
        Regulatory Parity Act of 2016, (Rep. Royce)
          Amends Section 18 of the Securities Act of 1933 to 
        provide a ``blue sky'' exemption for any security 
        listed on a ``national securities exchange'' that is 
        registered with and whose listing standards are 
        approved by the SEC.

 REGULATORY RELIEF FOR MAIN STREET AND COMMUNITY FINANCIAL INSTITUTIONS

     Incorporate the following Committee- or House-
passed\11\ regulatory relief bills:
---------------------------------------------------------------------------
    \11\Italicized bills were passed by the House in 2016 prior to the 
Committee reporting the CHOICE Act; underlined bills had been reported 
by the Committee, but not passed by the House.
---------------------------------------------------------------------------
            H.R. 650, the Preserving Access to Manufactured 
        Housing Act (Rep. Fincher)
          Clarifies that a retailer of a manufactured home is 
        not a ``mortgage originator'' for purposes of the Truth 
        in Lending Act unless such person receives 
        compensation, and amends the definition of a ``high 
        cost'' mortgage under the Home Ownership and Equity 
        Protection Act (HOEPA) by modifying the interest rate 
        and points and fees cap in order to preserve access to 
        mortgage credit for low and moderate-income consumers 
        who are seeking to buy a manufactured home.
            H.R. 685, the Mortgage Choice Act (Rep. Huizenga)
          Changes the way points and fees are calculated for 
        purposes of complying with the Ability-to-Repay/
        Qualified Mortgage rule by excluding fees paid for 
        affiliated title charges and escrow charges for 
        insurance and taxes.
            H.R. 766, the Financial Institution Customer 
        Protection Act (Rep. Luetkemeyer)
          Ends ``Operation Choke Point'' by placing conditions 
        on agency customer account termination and requests and 
        subpoenas.
            H.R. 1210, the Portfolio Lending and Mortgage 
        Access Act (Rep. Barr)
          Create a legal safe harbor from ability-to-repay 
        requirements for mortgage loans that are kept on a 
        depository institution's balance sheet.
            H.R. 1367, application of Expedited Funds 
        Availability Act to Northern Marianas Islands and 
        American Samoa (Rep. Radewagen)
          Clarifies that the time periods within which banks 
        must clear checks and make funds available to their 
        customers that currently apply to Hawaii, Alaska, 
        Puerto Rico and the Virgin Islands shall also apply to 
        banks located in American Samoa and the Northern 
        Mariana Islands.
            H.R. 3791, small bank holding company policy 
        statement (Rep. Love)
          Requires the Federal Reserve Board to apply its Small 
        Bank Holding Company Policy Statement to bank and 
        savings and loan holding companies with pro forma 
        consolidated assets of less than $5 billion, permitting 
        such smaller institutions to temporarily use debt to 
        finance the acquisition of banks or other companies.
            H.R. 1529, the Community Financial Institution 
        Mortgage Relief Act (Rep. Sherman)
          Creates a legal safe harbor from escrow requirements 
        for community financial institutions holding loans in 
        portfolio for 3 years, and exempts small firms that 
        annually service 20,000 or fewer mortgage loans from 
        certain escrow requirements, in order to reduce 
        regulatory burdens while appropriately balancing 
        consumer protections.
            H.R. 1941, the Financial Institutions Examination 
        Fairness and Reform Act (Rep. Westmoreland)
          Reforms the examination process for financial 
        institutions by requiring regulatory agencies to issue 
        timely final examination reports, and gives financial 
        institutions the right to the right to obtain an 
        independent review of an agency's material supervisory 
        determination.
            H.R. 2287, the National Credit Union Administration 
        Budget Transparency Act (Rep. Mulvaney)
          Requires the NCUA to hold annual open hearings 
        regarding its budget.
            H.R. 2896, the Taking Account of Institutions with 
        Low Operational Risk Act (Rep. Tipton)
          Requires federal financial regulatory agencies to 
        appropriately tailor regulations to fit an 
        institution's business model and risk profile.
            H.R. 1660, the Federal Savings Association Charter 
        Flexibility Act (Rep. Rothfus)
          Allows covered federal savings associations to 
        operate subject to supervision by the OCC with the 
        rights and duties of a national bank.
            H.R. 2121, the SAFE Transitional Licensing Act 
        (Rep. Stivers)
          Grants registered loan originators temporary 
        authority to originate loans if they transition to a 
        non-bank mortgage company or move to another state 
        while their application for a state-issued mortgage 
        loan originator license is pending.
            H.R 1766, the Right to Lend Act (Rep. Pittenger)
          Repeals burdensome small business loan data 
        collection requirements under Section 1071 of the Dodd-
        Frank Act.

                                Hearings

    The Committee on Financial Services held a hearing 
examining a discussion draft of H.R. 5983 on July 12, 2016. In 
addition to this hearing, the Committee and its subcommittees 
held numerous hearings in the 114th and prior Congresses 
concerning the operation and effect of the Dodd-Frank Act and 
potential alternatives to the Dodd-Frank Act, including the 
following: ``The Dodd-Frank Act Five Years Later: Are We More 
Free?'' (Full Committee, September 17, 2015); ``The Dodd-Frank 
Act Five Years Later: Are We More Prosperous'' (Full Committee, 
July 28, 2015); and ``The Dodd-Frank Act Five Years Later: Are 
We More Stable?'' (Full Committee, July 9, 2015).

                        Committee Consideration

    The Committee on Financial Services met in open session on 
September 13, 2016 to consider H.R. 5983. Chairman Hensarling 
offered an amendment in the nature of a substitute making minor 
technical changes to the bill, which was agreed to by voice 
vote. The Committee ordered H.R. 5983 to be reported favorably 
to the House as amended by a recorded vote of 30 yeas to 26 
nays (recorded vote no. FC-125), a quorum being present.

                            Committee Votes

    Clause 3(b) of rule XIII of the Rules of the House of 
Representatives requires the Committee to list the record votes 
on the motion to report legislation and amendments thereto. The 
sole record vote in Committee was a motion by Chairman 
Hensarling to report the bill favorably to the House as 
amended. That motion was agreed to by a recorded vote of 30 
yeas to 26 nays (Record vote no. FC-125), a quorum being 
present.

[GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]

                      Committee Oversight Findings

    Pursuant to clause 3(c)(1) of rule XIII of the Rules of the 
House of Representatives, the findings and recommendations of 
the Committee based on oversight activities under clause 
2(b)(1) of rule X of the Rules of the House of Representatives, 
are incorporated in the descriptive portions of this report.

                    Performance Goals and Objectives

    Pursuant to clause 3(c)(4) of rule XIII of the Rules of the 
House of Representatives, the Committee states that H.R. 5893 
will end taxpayer funded bailouts of large financial 
institutions, make federal financial regulators more 
transparent and accountable, facilitate the implementation of 
rules-based monetary policy, enhance capital formation, and 
provide relief for community financial institutions.

   New Budget Authority, Entitlement Authority, and Tax Expenditures

    In compliance with clause 3(c)(2) of rule XIII of the Rules 
of the House of Representatives, the Committee estimates that 
while H.R. 5983 does contain specified amounts of new budget 
authority, it does not contain entitlement authority, or tax 
expenditures or revenues. The Committee adopts as its own the 
estimate to be prepared by the Congressional Budget Office 
concerning such new budget authority.

                        Committee Cost Estimate

    The Committee adopts as its own the cost estimate to be 
prepared by the Congressional Budget Office.

                 Congressional Budget Office Estimates

    With respect to clause 3(c)(3) of rule XIII of the Rules of 
the House of Representatives, an estimate and comparison 
prepared by the Director of the Congressional Budget Office 
pursuant to section 402 of the Congressional Budget Act of 1974 
was not submitted to the Committee before the filing of this 
report.

                       Federal Mandates Statement

    Pursuant to Section 423 of the Unfunded Mandates Reform Act 
(UMRA), the Committee adopts as its own the estimate of federal 
mandates to be prepared by the Congressional Budget Office.

                      Advisory Committee Statement

    Five advisory committees within the meaning of section 5(b) 
of the Federal Advisory Committee Act are created within this 
legislation. Pursuant to the Act, the Committee determines that 
the functions of each proposed advisory committee are not 
presently being performed by an agency or existing advisory 
committee. The Committee further determines that such functions 
cannot be performed by enlarging the mandate of an existing 
advisory committee. The advisory committees created by the 
Financial CHOICE Act are as follows: (1) the Small Business 
Advisory Board (Sec. 1014A(a)); (2) the Credit Union Advisory 
Council (Sec. 1014A(b)); (3) the Community Bank Advisory 
Council (Sec. 1014A(c)); (4) the Small Business Capital 
Formation Advisory Committee (Sec. 1031(b)); and (5) the 
National Credit Union Administration Advisory Council (Sec. 
1181).

                  Applicability to Legislative Branch

    The Committee finds that the legislation does not relate to 
the terms and conditions of employment or access to public 
services or accommodations within the meaning of section 
102(b)(3) of the Congressional Accountability Act.

                         Earmark Identification

    H.R. 5983 does not contain any congressional earmarks, 
limited tax benefits, or limited tariff benefits as defined in 
clause 9 of rule XXI.

                    Duplication of Federal Programs

    Pursuant to section 3(g) of H. Res. 5, 114th Cong. (2015), 
the Committee states that no provision of H.R. 5983 establishes 
or reauthorizes a program of the Federal Government known to be 
duplicative of another Federal program, a program that was 
included in any report from the Government Accountability 
Office to Congress pursuant to section 21 of Public Law 111-
139, or a program related to a program identified in the most 
recent Catalog of Federal Domestic Assistance.

                   Disclosure of Directed Rulemaking

    Pursuant to section 3(i) of H. Res. 5, 114th Cong. (2015), 
the Committee states that H.R. 5983 contains approximately 19 
directed rulemakings.

         Changes in Existing Law Made by the Bill, as Reported

  In compliance with clause 3(e) of rule XIII of the Rules of 
the House of Representatives, changes in existing law made by 
the bill, as reported, are shown as follows (existing law 
proposed to be omitted is enclosed in black brackets, new 
matter is printed in italic, and existing law in which no 
change is proposed is shown in roman):

                    FINANCIAL STABILITY ACT OF 2010




           *       *       *       *       *       *       *
TITLE I--FINANCIAL STABILITY

           *       *       *       *       *       *       *


SEC. 102. DEFINITIONS.

  (a) In General.--For purposes of this title, unless the 
context otherwise requires, the following definitions shall 
apply:
          (1) Bank holding company.--The term ``bank holding 
        company'' has the same meaning as in section 2 of the 
        Bank Holding Company Act of 1956 (12 U.S.C. 1841). A 
        foreign bank or company that is treated as a bank 
        holding company for purposes of the Bank Holding 
        Company Act of 1956, pursuant to section 8(a) of the 
        International Banking Act of 1978 (12 U.S.C. 3106(a)), 
        shall be treated as a bank holding company for purposes 
        of this title.
          (2) Chairperson.--The term ``Chairperson'' means the 
        Chairperson of the Council.
          (3) Member agency.--The term ``member agency'' means 
        an agency represented by a voting member of the 
        Council.
          (4) Nonbank financial company definitions.--
                  (A) Foreign nonbank financial company.--The 
                term ``foreign nonbank financial company'' 
                means a company (other than a company that is, 
                or is treated in the United States as, a bank 
                holding company) that is--
                          (i) incorporated or organized in a 
                        country other than the United States; 
                        and
                          (ii) predominantly engaged in, 
                        including through a branch in the 
                        United States, financial activities, as 
                        defined in paragraph (6).
                  (B) U.S. nonbank financial company.--The term 
                ``U.S. nonbank financial company'' means a 
                company (other than a bank holding company, a 
                Farm Credit System institution chartered and 
                subject to the provisions of the Farm Credit 
                Act of 1971 (12 U.S.C. 2001 et seq.), or a 
                national securities exchange (or parent 
                thereof), clearing agency (or parent thereof, 
                unless the parent is a bank holding company), 
                security-based swap execution facility, or 
                security-based swap data repository registered 
                with the Commission, or a board of trade 
                designated as a contract market (or parent 
                thereof), or a derivatives clearing 
                organization (or parent thereof, unless the 
                parent is a bank holding company), swap 
                execution facility or a swap data repository 
                registered with the Commodity Futures Trading 
                Commission), that is--
                          (i) incorporated or organized under 
                        the laws of the United States or any 
                        State; and
                          (ii) predominantly engaged in 
                        financial activities, as defined in 
                        paragraph (6).
                  (C) Nonbank financial company.--The term 
                ``nonbank financial company'' means a U.S. 
                nonbank financial company and a foreign nonbank 
                financial company.
                  (D) Nonbank financial company supervised by 
                the board of governors.--The term ``nonbank 
                financial company supervised by the Board of 
                Governors'' means a nonbank financial company 
                that the Council has determined under section 
                113 shall be supervised by the Board of 
                Governors.
          [(5) Office of financial research.--The term ``Office 
        of Financial Research'' means the office established 
        under section 152.]
          (6) Predominantly engaged.--A company is 
        ``predominantly engaged in financial activities'' if--
                  (A) the annual gross revenues derived by the 
                company and all of its subsidiaries from 
                activities that are financial in nature (as 
                defined in section 4(k) of the Bank Holding 
                Company Act of 1956) and, if applicable, from 
                the ownership or control of one or more insured 
                depository institutions, represents 85 percent 
                or more of the consolidated annual gross 
                revenues of the company; or
                  (B) the consolidated assets of the company 
                and all of its subsidiaries related to 
                activities that are financial in nature (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 company.
          (7) Significant institutions.--The terms 
        ``significant nonbank financial company'' and 
        ``significant bank holding company'' have the meanings 
        given those terms by rule of the Board of Governors, 
        but in no instance shall the term ``significant nonbank 
        financial company'' include those entities that are 
        excluded under paragraph (4)(B).
  (b) Definitional Criteria.--The Board of Governors shall 
establish, by regulation, the requirements for determining if a 
company is predominantly engaged in financial activities, as 
defined in subsection (a)(6).
  (c) Foreign Nonbank Financial Companies.--For purposes of the 
application of subtitles A and C (other than section 113(b)) 
with respect to a foreign nonbank financial company, references 
in this title to ``company'' or ``subsidiary'' include only the 
United States activities and subsidiaries of such foreign 
company, except as otherwise provided.

           Subtitle A--Financial Stability Oversight Council

SEC. 111. FINANCIAL STABILITY OVERSIGHT COUNCIL ESTABLISHED.

  (a) Establishment.--Effective on the date of enactment of 
this Act, there is established the Financial Stability 
Oversight Council.
  (b) Membership.--The Council shall consist of the following 
members:
          (1) Voting members.--The voting members, [who shall 
        each] who shall, except as provided below, each have 1 
        vote on the Council shall be--
                  (A) the Secretary of the Treasury, who shall 
                serve as Chairperson of the Council;
                  [(B) the Chairman of the Board of Governors;
                  [(C) the Comptroller of the Currency;
                  [(D) the Director of the Bureau;
                  [(E) the Chairman of the Commission;
                  [(F) the Chairperson of the Corporation;
                  [(G) the Chairperson of the Commodity Futures 
                Trading Commission;
                  [(H) the Director of the Federal Housing 
                Finance Agency;
                  [(I) the Chairman of the National Credit 
                Union Administration Board; and]
                  (B) each member of the Board of Governors, 
                who shall collectively have 1 vote on the 
                Council;
                  (C) each member of the Board of Directors of 
                the Office of the Comptroller of the Currency, 
                who shall collectively have 1 vote on the 
                Council;
                  (D) each member of the Consumer Financial 
                Opportunity Commission, who shall collectively 
                have 1 vote on the Council;
                  (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 Futures 
                Trading Commission, who shall collectively have 
                1 vote on the Council;
                  (H) each member of the Board of Directors of 
                the Federal Housing Finance Agency, who shall 
                collectively have 1 vote on the Council;
                  (I) each member of the National Credit Union 
                Administration Board, who shall collectively 
                have 1 vote on the Council; and
                  (J) an independent member appointed by the 
                President, by and with the advice and consent 
                of the Senate, having insurance expertise.
          (2) Nonvoting members.--The nonvoting members, who 
        shall serve in an advisory capacity as a nonvoting 
        member of the Council, shall be--
                  [(A) the Director of the Office of Financial 
                Research;]
                  [(B)] (A) the Director of the Federal 
                Insurance Office;
                  [(C)] (B) a State insurance commissioner, to 
                be designated by a selection process determined 
                by the State insurance commissioners;
                  [(D)] (C) a State banking supervisor, to be 
                designated by a selection process determined by 
                the State banking supervisors; and
                  [(E)] (D) a State securities commissioner (or 
                an officer performing like functions), to be 
                designated by a selection process determined by 
                such State securities commissioners.
          (3) Nonvoting member participation.--The nonvoting 
        members of the Council shall not be excluded from any 
        of the proceedings, meetings, discussions, or 
        deliberations of the Council, except that the 
        Chairperson may, upon an affirmative vote of the member 
        agencies, exclude the nonvoting members from any of the 
        proceedings, meetings, discussions, or deliberations of 
        the Council when necessary to safeguard and promote the 
        free exchange of confidential supervisory information.
          (4) Voting by multi-person entity.--
                  (A) Voting within the entity.--An entity 
                described under subparagraph (B) through (I) of 
                paragraph (1) shall determine the entity's 
                Council vote by using the voting process 
                normally applicable to votes by the entity's 
                members.
                  (B) Casting of entity vote.--The 1 collective 
                Council vote of an entity described 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.
  (c) Terms; Vacancy.--
          (1) Terms.--The independent member of the Council 
        shall serve for a term of 6 years, and each nonvoting 
        member described in [subparagraphs (C), (D), and (E)] 
        subparagraphs (B), (C), and (D) of subsection (b)(2) 
        shall serve for a term of 2 years.
          (2) Vacancy.--Any vacancy on the Council shall be 
        filled in the manner in which the original appointment 
        was made.
          (3) Acting officials may serve.--In the event of a 
        vacancy in the office of the head of a member agency or 
        department, and pending the appointment of a successor, 
        or during the absence or disability of the head of a 
        member agency or department, the acting head of the 
        member agency or department shall serve as a member of 
        the Council in the place of that agency or department 
        head.
  (d) Technical and Professional Advisory Committees.--The 
Council may appoint such special advisory, technical, or 
professional committees as may be useful in carrying out the 
functions of the Council, including an advisory committee 
consisting of State regulators, and the members of such 
committees may be members of the Council, or other persons, or 
both.
  (e) Meetings.--
          (1) Timing.--The Council shall meet at the call of 
        the Chairperson or a majority of the members then 
        serving, but not less frequently than quarterly.
          (2) Rules for conducting business.--The Council shall 
        adopt such rules as may be necessary for the conduct of 
        the business of the Council. Such rules shall be rules 
        of agency organization, procedure, or practice for 
        purposes of section 553 of title 5, United States Code.
          (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 Council, including any 
        meeting of representatives of the member agencies other 
        than the members themselves.
          (4) Congressional oversight.--All meetings of the 
        Council, whether or not open to the public, shall be 
        open to the attendance by members of the Committee on 
        Financial Services of the House of Representatives and 
        the Committee on Banking, Housing, and Urban Affairs of 
        the Senate.
          (5) Member agency meetings.--Any meeting of 
        representatives of the member agencies other than the 
        members themselves shall be open to attendance by staff 
        of the Committee on Financial Services of the House of 
        Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate.
  (f) Voting.--Unless otherwise specified, the Council shall 
make all decisions that it is authorized or required to make by 
a majority vote of the voting members then serving.
  [(g) Nonapplicability of FACA.--The Federal Advisory 
Committee Act (5 U.S.C. App.) shall not apply to the Council, 
or to any special advisory, technical, or professional 
committee appointed by the Council, except that, if an 
advisory, technical, or professional committee has one or more 
members who are not employees of or affiliated with the United 
States Government, the Council shall publish a list of the 
names of the members of such committee.]
  (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 ``Government in the Sunshine 
Act'').
  (h) Confidential Congressional Briefings.--At the request of 
the Chairman of the Committee on Financial Services of the 
House of Representatives or the Chairman of the Committee on 
Banking, Housing, and Urban Affairs of the Senate, the 
Chairperson shall appear before Congress to provide a 
confidential briefing.
  [(h)] (i) Assistance From Federal Agencies.--Any department 
or agency of the United States may provide to the Council and 
any special advisory, technical, or professional committee 
appointed by the Council, such services, funds, facilities, 
staff, and other support services as the Council may determine 
advisable.
  [(i)] (j) Compensation of Members.--
          (1) Federal employee members.--All members of the 
        Council who are officers or employees of the United 
        States shall serve without compensation in addition to 
        that received for their services as officers or 
        employees of the United States.
          (2) Compensation for non-federal member.--Section 
        5314 of title 5, United States Code, is amended by 
        adding at the end the following:``Independent Member of 
        the Financial Stability Oversight Council (1).''.
  [(j)] (k) Detail of Government Employees.--Any employee of 
the Federal Government may be detailed to the Council without 
reimbursement, and such detail shall be without interruption or 
loss of civil service status or privilege. An employee of the 
Federal Government detailed to the Council shall report to and 
be subject to oversight by the Council during the assignment to 
the Council, and shall be compensated by the department or 
agency from which the employee was detailed.

SEC. 112. COUNCIL AUTHORITY.

  (a) Purposes and Duties of the Council.--
          (1) In general.--The purposes of the Council are--
                  (A) to identify risks to the financial 
                stability of the United States that could arise 
                from the material financial distress or 
                failure, or ongoing activities, of large, 
                interconnected bank holding companies or 
                nonbank financial companies, or that could 
                arise outside the financial services 
                marketplace;
                  (B) to promote market discipline, by 
                eliminating expectations on the part of 
                shareholders, creditors, and counterparties of 
                such companies that the Government will shield 
                them from losses in the event of failure; and
                  (C) to respond to emerging threats to the 
                stability of the United States financial 
                system.
          (2) Duties.--The Council shall, in accordance with 
        this title--
                  (A) collect information from member agencies, 
                other Federal and State financial regulatory 
                agencies, the Federal Insurance Office and, if 
                necessary to assess risks to the United States 
                financial system, [direct the Office of 
                Financial Research to] collect information from 
                bank holding companies and nonbank financial 
                companies;
                  [(B) provide direction to, and request data 
                and analyses from, the Office of Financial 
                Research to support the work of the Council;]
                  [(C)] (B) monitor the financial services 
                marketplace in order to identify potential 
                threats to the financial stability of the 
                United States;
                  [(D)] (C) to monitor domestic and 
                international financial regulatory proposals 
                and developments, including insurance and 
                accounting issues, and to advise Congress and 
                make recommendations in such areas that will 
                enhance the integrity, efficiency, 
                competitiveness, and stability of the U.S. 
                financial markets;
                  [(E)] (D) facilitate information sharing and 
                coordination among the member agencies and 
                other Federal and State agencies regarding 
                domestic financial services policy development, 
                rulemaking, examinations, reporting 
                requirements, and enforcement actions;
                  [(F)] (E) recommend to the member agencies 
                general supervisory priorities and principles 
                reflecting the outcome of discussions among the 
                member agencies;
                  [(G)] (F) identify gaps in regulation that 
                could pose risks to the financial stability of 
                the United States;
                  [(H) require supervision by the Board of 
                Governors for nonbank financial companies that 
                may pose risks to the financial stability of 
                the United States in the event of their 
                material financial distress or failure, or 
                because of their activities pursuant to section 
                113;
                  [(I) make recommendations to the Board of 
                Governors concerning the establishment of 
                heightened prudential standards for risk-based 
                capital, leverage, liquidity, contingent 
                capital, resolution plans and credit exposure 
                reports, concentration limits, enhanced public 
                disclosures, and overall risk management for 
                nonbank financial companies and large, 
                interconnected bank holding companies 
                supervised by the Board of Governors;
                  [(J) identify systemically important 
                financial market utilities and payment, 
                clearing, and settlement activities (as that 
                term is defined in title VIII);]
                  [(K)] (G) make recommendations to primary 
                financial regulatory agencies to apply new or 
                heightened standards and safeguards for 
                financial activities or practices that could 
                create or increase risks of significant 
                liquidity, credit, or other problems spreading 
                among bank holding companies, nonbank financial 
                companies, and United States financial markets;
                  [(L)] (H) review and, as appropriate, may 
                submit comments to the Commission and any 
                standard-setting body with respect to an 
                existing or proposed accounting principle, 
                standard, or procedure;
                                  [(M)] (I) provide a forum 
                                for--
                                          (i) discussion and 
                                        analysis of emerging 
                                        market developments and 
                                        financial regulatory 
                                        issues; and
                                          (ii) resolution of 
                                        jurisdictional disputes 
                                        among the members of 
                                        the Council; and
                  [(N)] (J) annually report to and testify 
                before Congress on--
                          (i) the activities of the Council;
                          (ii) significant financial market and 
                        regulatory developments, including 
                        insurance and accounting regulations 
                        and standards, along with an assessment 
                        of those developments on the stability 
                        of the financial system;
                          (iii) potential emerging threats to 
                        the financial stability of the United 
                        States; and
                          [(iv) all determinations made under 
                        section 113 or title VIII, and the 
                        basis for such determinations;
                          [(v) all recommendations made under 
                        section 119 and the result of such 
                        recommendations; and]
                          [(vi)] (iv) recommendations--
                                  (I) to enhance the integrity, 
                                efficiency, competitiveness, 
                                and stability of United States 
                                financial markets;
                                  (II) to promote market 
                                discipline; and
                                  (III) to maintain investor 
                                confidence.
  (b) Statements by Voting Members of the Council.--At the time 
at which each report is submitted under subsection (a), each 
voting member of the Council shall--
          (1) if such member believes that the Council, the 
        Government, and the private sector are taking all 
        reasonable steps to ensure financial stability and to 
        mitigate systemic risk that would negatively affect the 
        economy, submit a signed statement to Congress stating 
        such belief; or
          (2) if such member does not believe that all 
        reasonable steps described under paragraph (1) are 
        being taken, submit a signed statement to Congress 
        stating what actions such member believes need to be 
        taken in order to ensure that all reasonable steps 
        described under paragraph (1) are taken.
  (c) Testimony by the Chairperson.--The Chairperson shall 
appear before the Committee on Financial Services of the House 
of Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate at an annual hearing, after the 
report is submitted under subsection (a)--
          (1) to discuss the efforts, activities, objectives, 
        and plans of the Council; and
          (2) to discuss and answer questions concerning such 
        report.
  (d) Authority To Obtain Information.--
          (1) In general.--The Council may receive, and may 
        request the submission of, any data or information from 
        [the Office of Financial Research, member agencies, 
        and] member agencies and the Federal Insurance Office, 
        as necessary--
                  (A) to monitor the financial services 
                marketplace to identify potential risks to the 
                financial stability of the United States; or
                  (B) to otherwise carry out any of the 
                provisions of this title.
          (2) Submissions by the office and member agencies.--
        Notwithstanding any other provision of law, [the Office 
        of Financial Research, any member agency, and] any 
        member agency and the Federal Insurance Office, are 
        authorized to submit information to the Council.
          (3) Financial data collection.--
                  (A) In general.--The Council[, acting through 
                the Office of Financial Research,] may require 
                the submission of periodic and other reports 
                from any nonbank financial company or bank 
                holding company for the purpose of assessing 
                the extent to which a financial activity or 
                financial market in which the nonbank financial 
                company or bank holding company participates, 
                or the nonbank financial company or bank 
                holding company itself, poses a threat to the 
                financial stability of the United States.
                  (B) Mitigation of report burden.--Before 
                requiring the submission of reports from any 
                nonbank financial company or bank holding 
                company that is regulated by a member agency or 
                any primary financial regulatory agency, the 
                Council[, acting through the Office of 
                Financial Research,] shall coordinate with such 
                agencies and shall, whenever possible, rely on 
                information available from [the Office of 
                Financial Research or] such agencies.
                  (C) Mitigation in case of foreign financial 
                companies.--Before requiring the submission of 
                reports from a company that is a foreign 
                nonbank financial company or foreign-based bank 
                holding company, the Council shall[, acting 
                through the Office of Financial Research,] to 
                the extent appropriate, consult with the 
                appropriate foreign regulator of such company 
                and, whenever possible, rely on information 
                already being collected by such foreign 
                regulator, with English translation.
          (4) Back-up examination by the board of governors.--
        If the Council is unable to determine whether the 
        financial activities of a U.S. nonbank financial 
        company pose a threat to the financial stability of the 
        United States, based on information or reports obtained 
        under paragraphs (1) and (3), discussions with 
        management, and publicly available information, the 
        Council may request the Board of Governors, and the 
        Board of Governors is authorized, to conduct an 
        examination of the U.S. nonbank financial company for 
        the sole purpose of determining whether the nonbank 
        financial company should be supervised by the Board of 
        Governors for purposes of this title.
          (5) Confidentiality.--
                  (A) In general.--The Council[, the Office of 
                Financial Research,] and the other member 
                agencies shall maintain the confidentiality of 
                any data, information, and reports submitted 
                under this title.
                  (B) Retention of privilege.--The submission 
                of any nonpublicly available data or 
                information under this subsection and subtitle 
                B shall not constitute a waiver of, or 
                otherwise affect, any privilege arising under 
                Federal or State law (including the rules of 
                any Federal or State court) to which the data 
                or information is otherwise subject.
                  (C) Freedom of information act.--Section 552 
                of title 5, United States Code, including the 
                exceptions thereunder, shall apply to any data 
                or information submitted under this subsection 
                and subtitle B.

[SEC. 113. AUTHORITY TO REQUIRE SUPERVISION AND REGULATION OF CERTAIN 
                    NONBANK FINANCIAL COMPANIES.

  [(a) U.S. Nonbank Financial Companies Supervised by the Board 
of Governors.--
          [(1) Determination.--The Council, on a nondelegable 
        basis and by a vote of not fewer than \2/3\ of the 
        voting members then serving, including an affirmative 
        vote by the Chairperson, may determine that a U.S. 
        nonbank financial company shall be supervised by the 
        Board of Governors and shall be subject to prudential 
        standards, in accordance with this title, if the 
        Council determines that material financial distress at 
        the U.S. nonbank financial company, or the nature, 
        scope, size, scale, concentration, interconnectedness, 
        or mix of the activities of the U.S. nonbank financial 
        company, could pose a threat to the financial stability 
        of the United States.
          [(2) Considerations.--In making a determination under 
        paragraph (1), the Council shall consider--
                  [(A) the extent of the leverage of the 
                company;
                  [(B) the extent and nature of the off-
                balance-sheet exposures of the company;
                  [(C) the extent and nature of the 
                transactions and relationships of the company 
                with other significant nonbank financial 
                companies and significant bank holding 
                companies;
                  [(D) the importance of the company as a 
                source of credit for households, businesses, 
                and State and local governments and as a source 
                of liquidity for the United States financial 
                system;
                  [(E) the importance of the company as a 
                source of credit for low-income, minority, or 
                underserved communities, and the impact that 
                the failure of such company would have on the 
                availability of credit in such communities;
                  [(F) the extent to which assets are managed 
                rather than owned by the company, and the 
                extent to which ownership of assets under 
                management is diffuse;
                  [(G) the nature, scope, size, scale, 
                concentration, interconnectedness, and mix of 
                the activities of the company;
                  [(H) the degree to which the company is 
                already regulated by 1 or more primary 
                financial regulatory agencies;
                  [(I) the amount and nature of the financial 
                assets of the company;
                  [(J) the amount and types of the liabilities 
                of the company, including the degree of 
                reliance on short-term funding; and
                  [(K) any other risk-related factors that the 
                Council deems appropriate.
  [(b) Foreign Nonbank Financial Companies Supervised by the 
Board of Governors.--
          [(1) Determination.--The Council, on a nondelegable 
        basis and by a vote of not fewer than \2/3\ of the 
        voting members then serving, including an affirmative 
        vote by the Chairperson, may determine that a foreign 
        nonbank financial company shall be supervised by the 
        Board of Governors and shall be subject to prudential 
        standards, in accordance with this title, if the 
        Council determines that material financial distress at 
        the foreign nonbank financial company, or the nature, 
        scope, size, scale, concentration, interconnectedness, 
        or mix of the activities of the foreign nonbank 
        financial company, could pose a threat to the financial 
        stability of the United States.
          [(2) Considerations.--In making a determination under 
        paragraph (1), the Council shall consider--
                  [(A) the extent of the leverage of the 
                company;
                  [(B) the extent and nature of the United 
                States related off-balance-sheet exposures of 
                the company;
                  [(C) the extent and nature of the 
                transactions and relationships of the company 
                with other significant nonbank financial 
                companies and significant bank holding 
                companies;
                  [(D) the importance of the company as a 
                source of credit for United States households, 
                businesses, and State and local governments and 
                as a source of liquidity for the United States 
                financial system;
                  [(E) the importance of the company as a 
                source of credit for low-income, minority, or 
                underserved communities in the United States, 
                and the impact that the failure of such company 
                would have on the availability of credit in 
                such communities;
                  [(F) the extent to which assets are managed 
                rather than owned by the company and the extent 
                to which ownership of assets under management 
                is diffuse;
                  [(G) the nature, scope, size, scale, 
                concentration, interconnectedness, and mix of 
                the activities of the company;
                  [(H) the extent to which the company is 
                subject to prudential standards on a 
                consolidated basis in its home country that are 
                administered and enforced by a comparable 
                foreign supervisory authority;
                  [(I) the amount and nature of the United 
                States financial assets of the company;
                  [(J) the amount and nature of the liabilities 
                of the company used to fund activities and 
                operations in the United States, including the 
                degree of reliance on short-term funding; and
                  [(K) any other risk-related factors that the 
                Council deems appropriate.
  [(c) Antievasion.--
          [(1) Determinations.--In order to avoid evasion of 
        this title, the Council, on its own initiative or at 
        the request of the Board of Governors, may determine, 
        on a nondelegable basis and by a vote of not fewer than 
        \2/3\ of the voting members then serving, including an 
        affirmative vote by the Chairperson, that--
                  [(A) material financial distress related to, 
                or the nature, scope, size, scale, 
                concentration, interconnectedness, or mix of, 
                the financial activities conducted directly or 
                indirectly by a company incorporated or 
                organized under the laws of the United States 
                or any State or the financial activities in the 
                United States of a company incorporated or 
                organized in a country other than the United 
                States would pose a threat to the financial 
                stability of the United States, based on 
                consideration of the factors in subsection 
                (a)(2) or (b)(2), as applicable;
                  [(B) the company is organized or operates in 
                such a manner as to evade the application of 
                this title; and
                  [(C) such financial activities of the company 
                shall be supervised by the Board of Governors 
                and subject to prudential standards in 
                accordance with this title, consistent with 
                paragraph (3).
          [(2) Report.--Upon making a determination under 
        paragraph (1), the Council shall submit a report to the 
        appropriate committees of Congress detailing the 
        reasons for making such determination.
          [(3) Consolidated supervision of only financial 
        activities; establishment of an intermediate holding 
        company.--
                  [(A) Establishment of an intermediate holding 
                company.--Upon a determination under paragraph 
                (1), the company that is the subject of the 
                determination may establish an intermediate 
                holding company in which the financial 
                activities of such company and its subsidiaries 
                shall be conducted (other than the activities 
                described in section 167(b)(2)) in compliance 
                with any regulations or guidance provided by 
                the Board of Governors. Such intermediate 
                holding company shall be subject to the 
                supervision of the Board of Governors and to 
                prudential standards under this title as if the 
                intermediate holding company were a nonbank 
                financial company supervised by the Board of 
                Governors.
                  [(B) Action of the board of governors.--To 
                facilitate the supervision of the financial 
                activities subject to the determination in 
                paragraph (1), the Board of Governors may 
                require a company to establish an intermediate 
                holding company, as provided for in section 
                167, which would be subject to the supervision 
                of the Board of Governors and to prudential 
                standards under this title, as if the 
                intermediate holding company were a nonbank 
                financial company supervised by the Board of 
                Governors.
          [(4) Notice and opportunity for hearing and final 
        determination; judicial review.--Subsections (d) 
        through (h) shall apply to determinations made by the 
        Council pursuant to paragraph (1) in the same manner as 
        such subsections apply to nonbank financial companies.
          [(5) Covered financial activities.--For purposes of 
        this subsection, the term ``financial activities''--
                  [(A) means activities that are financial in 
                nature (as defined in section 4(k) of the Bank 
                Holding Company Act of 1956);
                  [(B) includes the ownership or control of one 
                or more insured depository institutions; and
                  [(C) does not include internal financial 
                activities conducted for the company or any 
                affiliate thereof, including internal treasury, 
                investment, and employee benefit functions.
          [(6) Only financial activities subject to prudential 
        supervision.--Nonfinancial activities of the company 
        shall not be subject to supervision by the Board of 
        Governors and prudential standards of the Board. For 
        purposes of this Act, the financial activities that are 
        the subject of the determination in paragraph (1) shall 
        be subject to the same requirements as a nonbank 
        financial company supervised by the Board of Governors. 
        Nothing in this paragraph shall prohibit or limit the 
        authority of the Board of Governors to apply prudential 
        standards under this title to the financial activities 
        that are subject to the determination in paragraph (1).
  [(d) Reevaluation and Rescission.--The Council shall--
          [(1) not less frequently than annually, reevaluate 
        each determination made under subsections (a) and (b) 
        with respect to such nonbank financial company 
        supervised by the Board of Governors; and
          [(2) rescind any such determination, if the Council, 
        by a vote of not fewer than \2/3\ of the voting members 
        then serving, including an affirmative vote by the 
        Chairperson, determines that the nonbank financial 
        company no longer meets the standards under subsection 
        (a) or (b), as applicable.
  [(e) Notice and Opportunity for Hearing and Final 
Determination.--
          [(1) In general.--The Council shall provide to a 
        nonbank financial company written notice of a proposed 
        determination of the Council, including an explanation 
        of the basis of the proposed determination of the 
        Council, that a nonbank financial company shall be 
        supervised by the Board of Governors and shall be 
        subject to prudential standards in accordance with this 
        title.
          [(2) Hearing.--Not later than 30 days after the date 
        of receipt of any notice of a proposed determination 
        under paragraph (1), the nonbank financial company may 
        request, in writing, an opportunity for a written or 
        oral hearing before the Council to contest the proposed 
        determination. Upon receipt of a timely request, the 
        Council shall fix a time (not later than 30 days after 
        the date of receipt of the request) and place at which 
        such company may appear, personally or through counsel, 
        to submit written materials (or, at the sole discretion 
        of the Council, oral testimony and oral argument).
          [(3) Final determination.--Not later than 60 days 
        after the date of a hearing under paragraph (2), the 
        Council shall notify the nonbank financial company of 
        the final determination of the Council, which shall 
        contain a statement of the basis for the decision of 
        the Council.
          [(4) No hearing requested.--If a nonbank financial 
        company does not make a timely request for a hearing, 
        the Council shall notify the nonbank financial company, 
        in writing, of the final determination of the Council 
        under subsection (a) or (b), as applicable, not later 
        than 10 days after the date by which the company may 
        request a hearing under paragraph (2).
  [(f) Emergency Exception.--
          [(1) In general.--The Council may waive or modify the 
        requirements of subsection (e) with respect to a 
        nonbank financial company, if the Council determines, 
        by a vote of not fewer than \2/3\ of the voting members 
        then serving, including an affirmative vote by the 
        Chairperson, that such waiver or modification is 
        necessary or appropriate to prevent or mitigate threats 
        posed by the nonbank financial company to the financial 
        stability of the United States.
          [(2) Notice.--The Council shall provide notice of a 
        waiver or modification under this subsection to the 
        nonbank financial company concerned as soon as 
        practicable, but not later than 24 hours after the 
        waiver or modification is granted.
          [(3) International coordination.--In making a 
        determination under paragraph (1), the Council shall 
        consult with the appropriate home country supervisor, 
        if any, of the foreign nonbank financial company that 
        is being considered for such a determination.
          [(4) Opportunity for hearing.--The Council shall 
        allow a nonbank financial company to request, in 
        writing, an opportunity for a written or oral hearing 
        before the Council to contest a waiver or modification 
        under this subsection, not later than 10 days after the 
        date of receipt of notice of the waiver or modification 
        by the company. Upon receipt of a timely request, the 
        Council shall fix a time (not later than 15 days after 
        the date of receipt of the request) and place at which 
        the nonbank financial company may appear, personally or 
        through counsel, to submit written materials (or, at 
        the sole discretion of the Council, oral testimony and 
        oral argument).
          [(5) Notice of final determination.--Not later than 
        30 days after the date of any hearing under paragraph 
        (4), the Council shall notify the subject nonbank 
        financial company of the final determination of the 
        Council under this subsection, which shall contain a 
        statement of the basis for the decision of the Council.
  [(g) Consultation.--The Council shall consult with the 
primary financial regulatory agency, if any, for each nonbank 
financial company or subsidiary of a nonbank financial company 
that is being considered for supervision by the Board of 
Governors under this section before the Council makes any final 
determination with respect to such nonbank financial company 
under subsection (a), (b), or (c).
  [(h) Judicial Review.--If the Council makes a final 
determination under this section with respect to a nonbank 
financial company, such nonbank financial company may, not 
later than 30 days after the date of receipt of the notice of 
final determination under subsection (d)(2), (e)(3), or (f)(5), 
bring an action in the United States district court for the 
judicial district in which the home office of such nonbank 
financial company is located, or in the United States District 
Court for the District of Columbia, for an order requiring that 
the final determination be rescinded, and the court shall, upon 
review, dismiss such action or direct the final determination 
to be rescinded. Review of such an action shall be limited to 
whether the final determination made under this section was 
arbitrary and capricious.
  [(i) International Coordination.--In exercising its duties 
under this title with respect to foreign nonbank financial 
companies, foreign-based bank holding companies, and cross-
border activities and markets, the Council shall consult with 
appropriate foreign regulatory authorities, to the extent 
appropriate.

[SEC. 114. REGISTRATION OF NONBANK FINANCIAL COMPANIES SUPERVISED BY 
                    THE BOARD OF GOVERNORS.

  [Not later than 180 days after the date of a final Council 
determination under section 113 that a nonbank financial 
company is to be supervised by the Board of Governors, such 
company shall register with the Board of Governors, on forms 
prescribed by the Board of Governors, which shall include such 
information as the Board of Governors, in consultation with the 
Council, may deem necessary or appropriate to carry out this 
title.

[SEC. 115. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS FOR NONBANK 
                    FINANCIAL COMPANIES SUPERVISED BY THE BOARD OF 
                    GOVERNORS AND CERTAIN BANK HOLDING COMPANIES.

  [(a) In General.--
          [(1) Purpose.--In order to prevent or mitigate risks 
        to the financial stability of the United States that 
        could arise from the material financial distress, 
        failure, or ongoing activities of large, interconnected 
        financial institutions, the Council may make 
        recommendations to the Board of Governors concerning 
        the establishment and refinement of prudential 
        standards and reporting and disclosure requirements 
        applicable to nonbank financial companies supervised by 
        the Board of Governors and large, interconnected bank 
        holding companies, that--
                  [(A) are more stringent than those applicable 
                to other nonbank financial companies and bank 
                holding companies that do not present similar 
                risks to the financial stability of the United 
                States; and
                  [(B) increase in stringency, based on the 
                considerations identified in subsection (b)(3).
          [(2) Recommended application of required standards.--
        In making recommendations under this section, the 
        Council may--
                  [(A) differentiate among companies that are 
                subject to heightened standards on an 
                individual basis or by category, taking into 
                consideration their capital structure, 
                riskiness, complexity, financial activities 
                (including the financial activities of their 
                subsidiaries), size, and any other risk-related 
                factors that the Council deems appropriate; or
                  [(B) recommend an asset threshold that is 
                higher than $50,000,000,000 for the application 
                of any standard described in subsections (c) 
                through (g).
  [(b) Development of Prudential Standards.--
          [(1) In general.--The recommendations of the Council 
        under subsection (a) may include--
                  [(A) risk-based capital requirements;
                  [(B) leverage limits;
                  [(C) liquidity requirements;
                  [(D) resolution plan and credit exposure 
                report requirements;
                  [(E) concentration limits;
                  [(F) a contingent capital requirement;
                  [(G) enhanced public disclosures;
                  [(H) short-term debt limits; and
                  [(I) overall risk management requirements.
          [(2) Prudential standards for foreign financial 
        companies.--In making recommendations concerning the 
        standards set forth in paragraph (1) that would apply 
        to foreign nonbank financial companies supervised by 
        the Board of Governors or foreign-based bank holding 
        companies, the Council shall--
                  [(A) give due regard to the principle of 
                national treatment and equality of competitive 
                opportunity; and
                  [(B) take into account the extent to which 
                the foreign nonbank financial company or 
                foreign-based bank holding company is subject 
                on a consolidated basis to home country 
                standards that are comparable to those applied 
                to financial companies in the United States.
          [(3) Considerations.--In making recommendations 
        concerning prudential standards under paragraph (1), 
        the Council shall--
                  [(A) take into account differences among 
                nonbank financial companies supervised by the 
                Board of Governors and bank holding companies 
                described in subsection (a), based on--
                          [(i) the factors described in 
                        subsections (a) and (b) of section 113;
                          [(ii) whether the company owns an 
                        insured depository institution;
                          [(iii) nonfinancial activities and 
                        affiliations of the company; and
                          [(iv) any other factors that the 
                        Council determines appropriate;
                  [(B) to the extent possible, ensure that 
                small changes in the factors listed in 
                subsections (a) and (b) of section 113 would 
                not result in sharp, discontinuous changes in 
                the prudential standards established under 
                section 165; and
                  [(C) adapt its recommendations as appropriate 
                in light of any predominant line of business of 
                such company, including assets under management 
                or other activities for which particular 
                standards may not be appropriate.
  [(c) Contingent Capital.--
          [(1) Study required.--The Council shall conduct a 
        study of the feasibility, benefits, costs, and 
        structure of a contingent capital requirement for 
        nonbank financial companies supervised by the Board of 
        Governors and bank holding companies described in 
        subsection (a), which study shall include--
                  [(A) an evaluation of the degree to which 
                such requirement would enhance the safety and 
                soundness of companies subject to the 
                requirement, promote the financial stability of 
                the United States, and reduce risks to United 
                States taxpayers;
                  [(B) an evaluation of the characteristics and 
                amounts of contingent capital that should be 
                required;
                  [(C) an analysis of potential prudential 
                standards that should be used to determine 
                whether the contingent capital of a company 
                would be converted to equity in times of 
                financial stress;
                  [(D) an evaluation of the costs to companies, 
                the effects on the structure and operation of 
                credit and other financial markets, and other 
                economic effects of requiring contingent 
                capital;
                  [(E) an evaluation of the effects of such 
                requirement on the international 
                competitiveness of companies subject to the 
                requirement and the prospects for international 
                coordination in establishing such requirement; 
                and
                  [(F) recommendations for implementing 
                regulations.
          [(2) Report.--The Council shall submit a report to 
        Congress regarding the study required by paragraph (1) 
        not later than 2 years after the date of enactment of 
        this Act.
          [(3) Recommendations.--
                  [(A) In general.--Subsequent to submitting a 
                report to Congress under paragraph (2), the 
                Council may make recommendations to the Board 
                of Governors to require any nonbank financial 
                company supervised by the Board of Governors 
                and any bank holding company described in 
                subsection (a) to maintain a minimum amount of 
                contingent capital that is convertible to 
                equity in times of financial stress.
                  [(B) Factors to consider.--In making 
                recommendations under this subsection, the 
                Council shall consider--
                          [(i) an appropriate transition period 
                        for implementation of a conversion 
                        under this subsection;
                          [(ii) the factors described in 
                        subsection (b)(3);
                          [(iii) capital requirements 
                        applicable to a nonbank financial 
                        company supervised by the Board of 
                        Governors or a bank holding company 
                        described in subsection (a), and 
                        subsidiaries thereof;
                          [(iv) results of the study required 
                        by paragraph (1); and
                          [(v) any other factor that the 
                        Council deems appropriate.
  [(d) Resolution Plan and Credit Exposure Reports.--
          [(1) Resolution plan.--The Council may make 
        recommendations to the Board of Governors concerning 
        the requirement that each nonbank financial company 
        supervised by the Board of Governors and each bank 
        holding company described in subsection (a) report 
        periodically to the Council, the Board of Governors, 
        and the Corporation, the plan of such company for rapid 
        and orderly resolution in the event of material 
        financial distress or failure.
          [(2) Credit exposure report.--The Council may make 
        recommendations to the Board of Governors concerning 
        the advisability of requiring each nonbank financial 
        company supervised by the Board of Governors and bank 
        holding company described in subsection (a) to report 
        periodically to the Council, the Board of Governors, 
        and the Corporation on--
                  [(A) the nature and extent to which the 
                company has credit exposure to other 
                significant nonbank financial companies and 
                significant bank holding companies; and
                  [(B) the nature and extent to which other 
                such significant nonbank financial companies 
                and significant bank holding companies have 
                credit exposure to that company.
  [(e) Concentration Limits.--In order to limit the risks that 
the failure of any individual company could pose to nonbank 
financial companies supervised by the Board of Governors or 
bank holding companies described in subsection (a), the Council 
may make recommendations to the Board of Governors to prescribe 
standards to limit such risks, as set forth in section 165.
  [(f) Enhanced Public Disclosures.--The Council may make 
recommendations to the Board of Governors to require periodic 
public disclosures by bank holding companies described in 
subsection (a) and by nonbank financial companies supervised by 
the Board of Governors, in order to support market evaluation 
of the risk profile, capital adequacy, and risk management 
capabilities thereof.
  [(g) Short-term Debt Limits.--The Council may make 
recommendations to the Board of Governors to require short-term 
debt limits to mitigate the risks that an over-accumulation of 
such debt could pose to bank holding companies described in 
subsection (a), nonbank financial companies supervised by the 
Board of Governors, or the financial system.

[SEC. 116. REPORTS.

  [(a) In General.--Subject to subsection (b), the Council, 
acting through the Office of Financial Research, may require a 
bank holding company with total consolidated assets of 
$50,000,000,000 or greater or a nonbank financial company 
supervised by the Board of Governors, and any subsidiary 
thereof, to submit certified reports to keep the Council 
informed as to--
          [(1) the financial condition of the company;
          [(2) systems for monitoring and controlling 
        financial, operating, and other risks;
          [(3) transactions with any subsidiary that is a 
        depository institution; and
          [(4) the extent to which the activities and 
        operations of the company and any subsidiary thereof, 
        could, under adverse circumstances, have the potential 
        to disrupt financial markets or affect the overall 
        financial stability of the United States.
  [(b) Use of Existing Reports.--
          [(1) In general.--For purposes of compliance with 
        subsection (a), the Council, acting through the Office 
        of Financial Research, shall, to the fullest extent 
        possible, use--
                  [(A) reports that a bank holding company, 
                nonbank financial company supervised by the 
                Board of Governors, or any functionally 
                regulated subsidiary of such company has been 
                required to provide to other Federal or State 
                regulatory agencies or to a relevant foreign 
                supervisory authority;
                  [(B) information that is otherwise required 
                to be reported publicly; and
                  [(C) externally audited financial statements.
          [(2) Availability.--Each bank holding company 
        described in subsection (a) and nonbank financial 
        company supervised by the Board of Governors, and any 
        subsidiary thereof, shall provide to the Council, at 
        the request of the Council, copies of all reports 
        referred to in paragraph (1).
          [(3) Confidentiality.--The Council shall maintain the 
        confidentiality of the reports obtained under 
        subsection (a) and paragraph (1)(A) of this subsection.

[SEC. 117. TREATMENT OF CERTAIN COMPANIES THAT CEASE TO BE BANK HOLDING 
                    COMPANIES.

  [(a) Applicability.--This section shall apply to--
          [(1) any entity that--
                  [(A) was a bank holding company having total 
                consolidated assets equal to or greater than 
                $50,000,000,000 as of January 1, 2010; and
                  [(B) received financial assistance under or 
                participated in the Capital Purchase Program 
                established under the Troubled Asset Relief 
                Program authorized by the Emergency Economic 
                Stabilization Act of 2008; and
          [(2) any successor entity (as defined by the Board of 
        Governors, in consultation with the Council) to an 
        entity described in paragraph (1).
  [(b) Treatment.--If an entity described in subsection (a) 
ceases to be a bank holding company at any time after January 
1, 2010, then such entity shall be treated as a nonbank 
financial company supervised by the Board of Governors, as if 
the Council had made a determination under section 113 with 
respect to that entity.
  [(c) Appeal.--
          [(1) Request for hearing.--An entity may request, in 
        writing, an opportunity for a written or oral hearing 
        before the Council to appeal its treatment as a nonbank 
        financial company supervised by the Board of Governors 
        in accordance with this section. Upon receipt of the 
        request, the Council shall fix a time (not later than 
        30 days after the date of receipt of the request) and 
        place at which such entity may appear, personally or 
        through counsel, to submit written materials (or, at 
        the sole discretion of the Council, oral testimony and 
        oral argument).
          [(2) Decision.--
                  [(A) Proposed decision.--A Council decision 
                to grant an appeal under this subsection shall 
                be made by a vote of not fewer than \2/3\ of 
                the voting members then serving, including an 
                affirmative vote by the Chairperson. Not later 
                than 60 days after the date of a hearing under 
                paragraph (1), the Council shall submit a 
                report to, and may testify before, the 
                Committee on Banking, Housing, and Urban 
                Affairs of the Senate and the Committee on 
                Financial Services of the House of 
                Representatives on the proposed decision of the 
                Council regarding an appeal under paragraph 
                (1), which report shall include a statement of 
                the basis for the proposed decision of the 
                Council.
                  [(B) Notice of final decision.--The Council 
                shall notify the subject entity of the final 
                decision of the Council regarding an appeal 
                under paragraph (1), which notice shall contain 
                a statement of the basis for the final decision 
                of the Council, not later than 60 days after 
                the later of--
                          [(i) the date of the submission of 
                        the report under subparagraph (A); or
                          [(ii) if, not later than 1 year after 
                        the date of submission of the report 
                        under subparagraph (A), the Committee 
                        on Banking, Housing, and Urban Affairs 
                        of the Senate or the Committee on 
                        Financial Services of the House of 
                        Representatives holds one or more 
                        hearings regarding such report, the 
                        date of the last such hearing.
                  [(C) Considerations.--In making a decision 
                regarding an appeal under paragraph (1), the 
                Council shall consider whether the company 
                meets the standards under section 113(a) or 
                113(b), as applicable, and the definition of 
                the term ``nonbank financial company'' under 
                section 102. The decision of the Council shall 
                be final, subject to the review under paragraph 
                (3).
          [(3) Review.--If the Council denies an appeal under 
        this subsection, the Council shall, not less frequently 
        than annually, review and reevaluate the decision.

[SEC. 118. COUNCIL FUNDING.

  [Any expenses of the Council shall be treated as expenses of, 
and paid by, the Office of Financial Research.

[SEC. 119. RESOLUTION OF SUPERVISORY JURISDICTIONAL DISPUTES AMONG 
                    MEMBER AGENCIES.

  [(a) Request for Council Recommendation.--The Council shall 
seek to resolve a dispute among 2 or more member agencies, if--
          [(1) a member agency has a dispute with another 
        member agency about the respective jurisdiction over a 
        particular bank holding company, nonbank financial 
        company, or financial activity or product (excluding 
        matters for which another dispute mechanism 
        specifically has been provided under title X);
          [(2) the Council determines that the disputing 
        agencies cannot, after a demonstrated good faith 
        effort, resolve the dispute without the intervention of 
        the Council; and
          [(3) any of the member agencies involved in the 
        dispute--
                  [(A) provides all other disputants prior 
                notice of the intent to request dispute 
                resolution by the Council; and
                  [(B) requests in writing, not earlier than 14 
                days after providing the notice described in 
                subparagraph (A), that the Council seek to 
                resolve the dispute.
  [(b) Council Recommendation.--The Council shall seek to 
resolve each dispute described in subsection (a)--
          [(1) within a reasonable time after receiving the 
        dispute resolution request;
          [(2) after consideration of relevant information 
        provided by each agency party to the dispute; and
          [(3) by agreeing with 1 of the disputants regarding 
        the entirety of the matter, or by determining a 
        compromise position.
  [(c) Form of Recommendation.--Any Council recommendation 
under this section shall--
          [(1) be in writing;
          [(2) include an explanation of the reasons therefor; 
        and
          [(3) be approved by the affirmative vote of \2/3\ of 
        the voting members of the Council then serving.
  [(d) Nonbinding Effect.--Any recommendation made by the 
Council under subsection (c) shall not be binding on the 
Federal agencies that are parties to the dispute.

[SEC. 120. ADDITIONAL STANDARDS APPLICABLE TO ACTIVITIES OR PRACTICES 
                    FOR FINANCIAL STABILITY PURPOSES.

  [(a) In General.--The Council may provide for more stringent 
regulation of a financial activity by issuing recommendations 
to the primary financial regulatory agencies to apply new or 
heightened standards and safeguards, including standards 
enumerated in section 115, for a financial activity or practice 
conducted by bank holding companies or nonbank financial 
companies under their respective jurisdictions, if the Council 
determines that the conduct, scope, nature, size, scale, 
concentration, or interconnectedness of such activity or 
practice could create or increase the risk of significant 
liquidity, credit, or other problems spreading among bank 
holding companies and nonbank financial companies, financial 
markets of the United States, or low-income, minority, or 
underserved communities.
  [(b) Procedure for Recommendations to Regulators.--
          [(1) Notice and opportunity for comment.--The Council 
        shall consult with the primary financial regulatory 
        agencies and provide notice to the public and 
        opportunity for comment for any proposed recommendation 
        that the primary financial regulatory agencies apply 
        new or heightened standards and safeguards for a 
        financial activity or practice.
          [(2) Criteria.--The new or heightened standards and 
        safeguards for a financial activity or practice 
        recommended under paragraph (1)--
                  [(A) shall take costs to long-term economic 
                growth into account; and
                  [(B) may include prescribing the conduct of 
                the activity or practice in specific ways (such 
                as by limiting its scope, or applying 
                particular capital or risk management 
                requirements to the conduct of the activity) or 
                prohibiting the activity or practice.
  [(c) Implementation of Recommended Standards.--
          [(1) Role of primary financial regulatory agency.--
                  [(A) In general.--Each primary financial 
                regulatory agency may impose, require reports 
                regarding, examine for compliance with, and 
                enforce standards in accordance with this 
                section with respect to those entities for 
                which it is the primary financial regulatory 
                agency.
                  [(B) Rule of construction.--The authority 
                under this paragraph is in addition to, and 
                does not limit, any other authority of a 
                primary financial regulatory agency. Compliance 
                by an entity with actions taken by a primary 
                financial regulatory agency under this section 
                shall be enforceable in accordance with the 
                statutes governing the respective jurisdiction 
                of the primary financial regulatory agency over 
                the entity, as if the agency action were taken 
                under those statutes.
          [(2) Imposition of standards.--The primary financial 
        regulatory agency shall impose the standards 
        recommended by the Council in accordance with 
        subsection (a), or similar standards that the Council 
        deems acceptable, or shall explain in writing to the 
        Council, not later than 90 days after the date on which 
        the Council issues the recommendation, why the agency 
        has determined not to follow the recommendation of the 
        Council.
  [(d) Report to Congress.--The Council shall report to 
Congress on--
          [(1) any recommendations issued by the Council under 
        this section;
          [(2) the implementation of, or failure to implement, 
        such recommendation on the part of a primary financial 
        regulatory agency; and
          [(3) in any case in which no primary financial 
        regulatory agency exists for the nonbank financial 
        company conducting financial activities or practices 
        referred to in subsection (a), recommendations for 
        legislation that would prevent such activities or 
        practices from threatening the stability of the 
        financial system of the United States.
  [(e) Effect of Rescission of Identification.--
          [(1) Notice.--The Council may recommend to the 
        relevant primary financial regulatory agency that a 
        financial activity or practice no longer requires any 
        standards or safeguards implemented under this section.
          [(2) Determination of primary financial regulatory 
        agency to continue.--
                  [(A) In general.--Upon receipt of a 
                recommendation under paragraph (1), a primary 
                financial regulatory agency that has imposed 
                standards under this section shall determine 
                whether such standards should remain in effect.
                  [(B) Appeal process.--Each primary financial 
                regulatory agency that has imposed standards 
                under this section shall promulgate regulations 
                to establish a procedure under which entities 
                under its jurisdiction may appeal a 
                determination by such agency under this 
                paragraph that standards imposed under this 
                section should remain in effect.

[SEC. 121. MITIGATION OF RISKS TO FINANCIAL STABILITY.

  [(a) Mitigatory Actions.--If the Board of Governors 
determines that a bank holding company with total consolidated 
assets of $50,000,000,000 or more, or a nonbank financial 
company supervised by the Board of Governors, poses a grave 
threat to the financial stability of the United States, the 
Board of Governors, upon an affirmative vote of not fewer than 
\2/3\ of the voting members of the Council then serving, 
shall--
          [(1) limit the ability of the company to merge with, 
        acquire, consolidate with, or otherwise become 
        affiliated with another company;
          [(2) restrict the ability of the company to offer a 
        financial product or products;
          [(3) require the company to terminate one or more 
        activities;
          [(4) impose conditions on the manner in which the 
        company conducts 1 or more activities; or
          [(5) if the Board of Governors determines that the 
        actions described in paragraphs (1) through (4) are 
        inadequate to mitigate a threat to the financial 
        stability of the United States in its recommendation, 
        require the company to sell or otherwise transfer 
        assets or off-balance-sheet items to unaffiliated 
        entities.
  [(b) Notice and Hearing.--
          [(1) In general.--The Board of Governors, in 
        consultation with the Council, shall provide to a 
        company described in subsection (a) written notice that 
        such company is being considered for mitigatory action 
        pursuant to this section, including an explanation of 
        the basis for, and description of, the proposed 
        mitigatory action.
          [(2) Hearing.--Not later than 30 days after the date 
        of receipt of notice under paragraph (1), the company 
        may request, in writing, an opportunity for a written 
        or oral hearing before the Board of Governors to 
        contest the proposed mitigatory action. Upon receipt of 
        a timely request, the Board of Governors shall fix a 
        time (not later than 30 days after the date of receipt 
        of the request) and place at which such company may 
        appear, personally or through counsel, to submit 
        written materials (or, at the discretion of the Board 
        of Governors, in consultation with the Council, oral 
        testimony and oral argument).
          [(3) Decision.--Not later than 60 days after the date 
        of a hearing under paragraph (2), or not later than 60 
        days after the provision of a notice under paragraph 
        (1) if no hearing was held, the Board of Governors 
        shall notify the company of the final decision of the 
        Board of Governors, including the results of the vote 
        of the Council, as described in subsection (a).
  [(c) Factors for Consideration.--The Board of Governors and 
the Council shall take into consideration the factors set forth 
in subsection (a) or (b) of section 113, as applicable, in 
making any determination under subsection (a).
  [(d) Application to Foreign Financial Companies.--The Board 
of Governors may prescribe regulations regarding the 
application of this section to foreign nonbank financial 
companies supervised by the Board of Governors and foreign-
based bank holding companies--
          [(1) giving due regard to the principle of national 
        treatment and equality of competitive opportunity; and
          [(2) taking into account the extent to which the 
        foreign nonbank financial company or foreign-based bank 
        holding company is subject on a consolidated basis to 
        home country standards that are comparable to those 
        applied to financial companies in the United States.]

SEC. 118. COUNCIL FUNDING.

  There is authorized to be appropriated to the Council 
$4,000,000 for fiscal year 2017 and each fiscal year thereafter 
to carry out the duties of the Council.

           *       *       *       *       *       *       *


               [Subtitle B--Office of Financial Research

[SEC. 151. DEFINITIONS.

  [For purposes of this subtitle--
          [(1) the terms ``Office'' and ``Director'' mean the 
        Office of Financial Research established under this 
        subtitle and the Director thereof, respectively;
          [(2) the term ``financial company'' has the same 
        meaning as in title II, and includes an insured 
        depository institution and an insurance company;
          [(3) the term ``Data Center'' means the data center 
        established under section 154;
          [(4) the term ``Research and Analysis Center'' means 
        the research and analysis center established under 
        section 154;
          [(5) the term ``financial transaction data'' means 
        the structure and legal description of a financial 
        contract, with sufficient detail to describe the rights 
        and obligations between counterparties and make 
        possible an independent valuation;
          [(6) the term ``position data''--
                  [(A) means data on financial assets or 
                liabilities held on the balance sheet of a 
                financial company, where positions are created 
                or changed by the execution of a financial 
                transaction; and
                  [(B) includes information that identifies 
                counterparties, the valuation by the financial 
                company of the position, and information that 
                makes possible an independent valuation of the 
                position;
          [(7) the term ``financial contract'' means a legally 
        binding agreement between 2 or more counterparties, 
        describing rights and obligations relating to the 
        future delivery of items of intrinsic or extrinsic 
        value among the counterparties; and
          [(8) the term ``financial instrument'' means a 
        financial contract in which the terms and conditions 
        are publicly available, and the roles of one or more of 
        the counterparties are assignable without the consent 
        of any of the other counterparties (including common 
        stock of a publicly traded company, government bonds, 
        or exchange traded futures and options contracts).

[SEC. 152. OFFICE OF FINANCIAL RESEARCH ESTABLISHED.

  [(a) Establishment.--There is established within the 
Department of the Treasury the Office of Financial Research.
  [(b) Director.--
          [(1) In general.--The Office shall be headed by a 
        Director, who shall be appointed by the President, by 
        and with the advice and consent of the Senate.
          [(2) Term of service.--The Director shall serve for a 
        term of 6 years, except that, in the event that a 
        successor is not nominated and confirmed by the end of 
        the term of service of a Director, the Director may 
        continue to serve until such time as the next Director 
        is appointed and confirmed.
          [(3) Executive level.--The Director shall be 
        compensated at Level III of the Executive Schedule.
          [(4) Prohibition on dual service.--The individual 
        serving in the position of Director may not, during 
        such service, also serve as the head of any financial 
        regulatory agency.
          [(5) Responsibilities, duties, and authority.--The 
        Director shall have sole discretion in the manner in 
        which the Director fulfills the responsibilities and 
        duties and exercises the authorities described in this 
        subtitle.
  [(c) Budget.--The Director, in consultation with the 
Chairperson, shall establish the annual budget of the Office.
  [(d) Office Personnel.--
          [(1) In general.--The Director, in consultation with 
        the Chairperson, may fix the number of, and appoint and 
        direct, all employees of the Office.
          [(2) Compensation.--The Director, in consultation 
        with the Chairperson, shall fix, adjust, and administer 
        the pay for all employees of the Office, without regard 
        to chapter 51 or subchapter III of chapter 53 of title 
        5, United States Code, relating to classification of 
        positions and General Schedule pay rates.
          [(3) Comparability.--Section 1206(a) of the Financial 
        Institutions Reform, Recovery, and Enforcement Act of 
        1989 (12 U.S.C. 1833b(a)) is amended--
                  [(A) by striking ``Finance Board,'' and 
                inserting ``Finance Board, the Office of 
                Financial Research, and the Bureau of Consumer 
                Financial Protection''; and
                  [(B) by striking ``and the Office of Thrift 
                Supervision,''.
          [(4) Senior executives.--Section 3132(a)(1)(D) of 
        title 5, United States Code, is amended by striking 
        ``and the National Credit Union Administration;'' and 
        inserting ``the National Credit Union Administration, 
        the Bureau of Consumer Financial Protection, and the 
        Office of Financial Research;''.
  [(e) Assistance From Federal Agencies.--Any department or 
agency of the United States may provide to the Office and any 
special advisory, technical, or professional committees 
appointed by the Office, such services, funds, facilities, 
staff, and other support services as the Office may determine 
advisable. Any Federal Government employee may be detailed to 
the Office without reimbursement, and such detail shall be 
without interruption or loss of civil service status or 
privilege.
  [(f) Procurement of Temporary and Intermittent Services.--The 
Director may procure temporary and intermittent services under 
section 3109(b) of title 5, United States Code, at rates for 
individuals which do not exceed the daily equivalent of the 
annual rate of basic pay prescribed for Level V of the 
Executive Schedule under section 5316 of such title.
  [(g) Post-employment Prohibitions.--The Secretary, with the 
concurrence of the Director of the Office of Government Ethics, 
shall issue regulations prohibiting the Director and any 
employee of the Office who has had access to the transaction or 
position data maintained by the Data Center or other business 
confidential information about financial entities required to 
report to the Office from being employed by or providing advice 
or consulting services to a financial company, for a period of 
1 year after last having had access in the course of official 
duties to such transaction or position data or business 
confidential information, regardless of whether that entity is 
required to report to the Office. For employees whose access to 
business confidential information was limited, the regulations 
may provide, on a case-by-case basis, for a shorter period of 
post-employment prohibition, provided that the shorter period 
does not compromise business confidential information.
  [(h) Technical and Professional Advisory Committees.--The 
Office, in consultation with the Chairperson, may appoint such 
special advisory, technical, or professional committees as may 
be useful in carrying out the functions of the Office, and the 
members of such committees may be staff of the Office, or other 
persons, or both.
  [(i) Fellowship Program.--The Office, in consultation with 
the Chairperson, may establish and maintain an academic and 
professional fellowship program, under which qualified 
academics and professionals shall be invited to spend not 
longer than 2 years at the Office, to perform research and to 
provide advanced training for Office personnel.
  [(j) Executive Schedule Compensation.--Section 5314 of title 
5, United States Code, is amended by adding at the end the 
following new item:Director of the Office of Financial 
Research.''.

[SEC. 153. PURPOSE AND DUTIES OF THE OFFICE.

  [(a) Purpose and Duties.--The purpose of the Office is to 
support the Council in fulfilling the purposes and duties of 
the Council, as set forth in subtitle A, and to support member 
agencies, by--
          [(1) collecting data on behalf of the Council, and 
        providing such data to the Council and member agencies;
          [(2) standardizing the types and formats of data 
        reported and collected;
          [(3) performing applied research and essential long-
        term research;
          [(4) developing tools for risk measurement and 
        monitoring;
          [(5) performing other related services;
          [(6) making the results of the activities of the 
        Office available to financial regulatory agencies; and
          [(7) assisting such member agencies in determining 
        the types and formats of data authorized by this Act to 
        be collected by such member agencies.
  [(b) Administrative Authority.--The Office may--
          [(1) share data and information, including software 
        developed by the Office, with the Council, member 
        agencies, and the Bureau of Economic Analysis, which 
        shared data, information, and software--
                  [(A) shall be maintained with at least the 
                same level of security as is used by the 
                Office; and
                  [(B) may not be shared with any individual or 
                entity without the permission of the Council;
          [(2) sponsor and conduct research projects; and
          [(3) assist, on a reimbursable basis, with financial 
        analyses undertaken at the request of other Federal 
        agencies that are not member agencies.
  [(c) Rulemaking Authority.--
          [(1) Scope.--The Office, in consultation with the 
        Chairperson, shall issue rules, regulations, and orders 
        only to the extent necessary to carry out the purposes 
        and duties described in paragraphs (1), (2), and (7) of 
        subsection (a).
          [(2) Standardization.--Member agencies, in 
        consultation with the Office, shall implement 
        regulations promulgated by the Office under paragraph 
        (1) to standardize the types and formats of data 
        reported and collected on behalf of the Council, as 
        described in subsection (a)(2). If a member agency 
        fails to implement such regulations prior to the 
        expiration of the 3-year period following the date of 
        publication of final regulations, the Office, in 
        consultation with the Chairperson, may implement such 
        regulations with respect to the financial entities 
        under the jurisdiction of the member agency. This 
        paragraph shall not supersede or interfere with the 
        independent authority of a member agency under other 
        law to collect data, in such format and manner as the 
        member agency requires.
  [(d) Testimony.--
          [(1) In general.--The Director of the Office shall 
        report to and testify before the Committee on Banking, 
        Housing, and Urban Affairs of the Senate and the 
        Committee on Financial Services of the House of 
        Representatives annually on the activities of the 
        Office, including the work of the Data Center and the 
        Research and Analysis Center, and the assessment of the 
        Office of significant financial market developments and 
        potential emerging threats to the financial stability 
        of the United States.
          [(2) No prior review.--No officer or agency of the 
        United States shall have any authority to require the 
        Director to submit the testimony required under 
        paragraph (1) or other congressional testimony to any 
        officer or agency of the United States for approval, 
        comment, or review prior to the submission of such 
        testimony. Any such testimony to Congress shall include 
        a statement that the views expressed therein are those 
        of the Director and do not necessarily represent the 
        views of the President.
  [(e) Additional Reports.--The Director may provide additional 
reports to Congress concerning the financial stability of the 
United States. The Director shall notify the Council of any 
such additional reports provided to Congress.
  [(f) Subpoena.--
          [(1) In general.--The Director may require from a 
        financial company, by subpoena, the production of the 
        data requested under subsection (a)(1) and section 
        154(b)(1), but only upon a written finding by the 
        Director that--
                  [(A) such data is required to carry out the 
                functions described under this subtitle; and
                  [(B) the Office has coordinated with the 
                relevant primary financial regulatory agency, 
                as required under section 154(b)(1)(B)(ii).
          [(2) Format.--Subpoenas under paragraph (1) shall 
        bear the signature of the Director, and shall be served 
        by any person or class of persons designated by the 
        Director for that purpose.
          [(3) Enforcement.--In the case of contumacy or 
        failure to obey a subpoena, the subpoena shall be 
        enforceable by order of any appropriate district court 
        of the United States. Any failure to obey the order of 
        the court may be punished by the court as a contempt of 
        court.

[SEC. 154. ORGANIZATIONAL STRUCTURE; RESPONSIBILITIES OF PRIMARY 
                    PROGRAMMATIC UNITS.

  [(a) In General.--There are established within the Office, to 
carry out the programmatic responsibilities of the Office--
          [(1) the Data Center; and
          [(2) the Research and Analysis Center.
  [(b) Data Center.--
          [(1) General duties.--
                  [(A) Data collection.--The Data Center, on 
                behalf of the Council, shall collect, validate, 
                and maintain all data necessary to carry out 
                the duties of the Data Center, as described in 
                this subtitle. The data assembled shall be 
                obtained from member agencies, commercial data 
                providers, publicly available data sources, and 
                financial entities under subparagraph (B).
                  [(B) Authority.--
                          [(i) In general.--The Office may, as 
                        determined by the Council or by the 
                        Director in consultation with the 
                        Council, require the submission of 
                        periodic and other reports from any 
                        financial company for the purpose of 
                        assessing the extent to which a 
                        financial activity or financial market 
                        in which the financial company 
                        participates, or the financial company 
                        itself, poses a threat to the financial 
                        stability of the United States.
                          [(ii) Mitigation of report burden.--
                        Before requiring the submission of a 
                        report from any financial company that 
                        is regulated by a member agency, any 
                        primary financial regulatory agency, a 
                        foreign supervisory authority, or the 
                        Office shall coordinate with such 
                        agencies or authority, and shall, 
                        whenever possible, rely on information 
                        available from such agencies or 
                        authority.
                          [(iii) Collection of financial 
                        transaction and position data.--The 
                        Office shall collect, on a schedule 
                        determined by the Director, in 
                        consultation with the Council, 
                        financial transaction data and position 
                        data from financial companies.
                  [(C) Rulemaking.--The Office shall promulgate 
                regulations pursuant to subsections (a)(1), 
                (a)(2), (a)(7), and (c)(1) of section 153 
                regarding the type and scope of the data to be 
                collected by the Data Center under this 
                paragraph.
          [(2) Responsibilities.--
                  [(A) Publication.--The Data Center shall 
                prepare and publish, in a manner that is easily 
                accessible to the public--
                          [(i) a financial company reference 
                        database;
                          [(ii) a financial instrument 
                        reference database; and
                          [(iii) formats and standards for 
                        Office data, including standards for 
                        reporting financial transaction and 
                        position data to the Office.
                  [(B) Confidentiality.--The Data Center shall 
                not publish any confidential data under 
                subparagraph (A).
          [(3) Information security.--The Director shall ensure 
        that data collected and maintained by the Data Center 
        are kept secure and protected against unauthorized 
        disclosure.
          [(4) Catalog of financial entities and instruments.--
        The Data Center shall maintain a catalog of the 
        financial entities and instruments reported to the 
        Office.
          [(5) Availability to the council and member 
        agencies.--The Data Center shall make data collected 
        and maintained by the Data Center available to the 
        Council and member agencies, as necessary to support 
        their regulatory responsibilities.
          [(6) Other authority.--The Office shall, after 
        consultation with the member agencies, provide certain 
        data to financial industry participants and to the 
        general public to increase market transparency and 
        facilitate research on the financial system, to the 
        extent that intellectual property rights are not 
        violated, business confidential information is properly 
        protected, and the sharing of such information poses no 
        significant threats to the financial system of the 
        United States.
  [(c) Research and Analysis Center.--
          [(1) General duties.--The Research and Analysis 
        Center, on behalf of the Council, shall develop and 
        maintain independent analytical capabilities and 
        computing resources--
                  [(A) to develop and maintain metrics and 
                reporting systems for risks to the financial 
                stability of the United States;
                  [(B) to monitor, investigate, and report on 
                changes in systemwide risk levels and patterns 
                to the Council and Congress;
                  [(C) to conduct, coordinate, and sponsor 
                research to support and improve regulation of 
                financial entities and markets;
                  [(D) to evaluate and report on stress tests 
                or other stability-related evaluations of 
                financial entities overseen by the member 
                agencies;
                  [(E) to maintain expertise in such areas as 
                may be necessary to support specific requests 
                for advice and assistance from financial 
                regulators;
                  [(F) to investigate disruptions and failures 
                in the financial markets, report findings, and 
                make recommendations to the Council based on 
                those findings;
                  [(G) to conduct studies and provide advice on 
                the impact of policies related to systemic 
                risk; and
                  [(H) to promote best practices for financial 
                risk management.
  [(d) Reporting Responsibilities.--
          [(1) Required reports.--Not later than 2 years after 
        the date of enactment of this Act, and not later than 
        120 days after the end of each fiscal year thereafter, 
        the Office shall prepare and submit a report to 
        Congress.
          [(2) Content.--Each report required by this 
        subsection shall assess the state of the United States 
        financial system, including--
                  [(A) an analysis of any threats to the 
                financial stability of the United States;
                  [(B) the status of the efforts of the Office 
                in meeting the mission of the Office; and
                  [(C) key findings from the research and 
                analysis of the financial system by the Office.

[SEC. 155. FUNDING.

  [(a) Financial Research Fund.--
          [(1) Fund established.--There is established in the 
        Treasury of the United States a separate fund to be 
        known as the ``Financial Research Fund''.
          [(2) Fund receipts.--All amounts provided to the 
        Office under subsection (c), and all assessments that 
        the Office receives under subsection (d) shall be 
        deposited into the Financial Research Fund.
          [(3) Investments authorized.--
                  [(A) Amounts in fund may be invested.--The 
                Director may request the Secretary to invest 
                the portion of the Financial Research Fund that 
                is not, in the judgment of the Director, 
                required to meet the needs of the Office.
                  [(B) Eligible investments.--Investments shall 
                be made by the Secretary in obligations of the 
                United States or obligations that are 
                guaranteed as to principal and interest by the 
                United States, with maturities suitable to the 
                needs of the Financial Research Fund, as 
                determined by the Director.
          [(4) Interest and proceeds credited.--The interest 
        on, and the proceeds from the sale or redemption of, 
        any obligations held in the Financial Research Fund 
        shall be credited to and form a part of the Financial 
        Research Fund.
  [(b) Use of Funds.--
          [(1) In general.--Funds obtained by, transferred to, 
        or credited to the Financial Research Fund shall be 
        immediately available to the Office, and shall remain 
        available until expended, to pay the expenses of the 
        Office in carrying out the duties and responsibilities 
        of the Office.
          [(2) Fees, assessments, and other funds not 
        government funds.--Funds obtained by, transferred to, 
        or credited to the Financial Research Fund shall not be 
        construed to be Government funds or appropriated 
        moneys.
          [(3) Amounts not subject to apportionment.--
        Notwithstanding any other provision of law, amounts in 
        the Financial Research Fund shall not be subject to 
        apportionment for purposes of chapter 15 of title 31, 
        United States Code, or under any other authority, or 
        for any other purpose.
  [(c) Interim Funding.--During the 2-year period following the 
date of enactment of this Act, the Board of Governors shall 
provide to the Office an amount sufficient to cover the 
expenses of the Office.
  [(d) Permanent Self-funding.--Beginning 2 years after the 
date of enactment of this Act, the Secretary shall establish, 
by regulation, and with the approval of the Council, an 
assessment schedule, including the assessment base and rates, 
applicable to bank holding companies with total consolidated 
assets of 50,000,000,000 or greater and nonbank financial 
companies supervised by the Board of Governors, that takes into 
account differences among such companies, based on the 
considerations for establishing the prudential standards under 
section 115, to collect assessments equal to the total expenses 
of the Office.

[SEC. 156. TRANSITION OVERSIGHT.

  [(a) Purpose.--The purpose of this section is to ensure that 
the Office--
          [(1) has an orderly and organized startup;
          [(2) attracts and retains a qualified workforce; and
          [(3) establishes comprehensive employee training and 
        benefits programs.
  [(b) Reporting Requirement.--
          [(1) In general.--The Office shall submit an annual 
        report to the Committee on Banking, Housing, and Urban 
        Affairs of the Senate and the Committee on Financial 
        Services of the House of Representatives that includes 
        the plans described in paragraph (2).
          [(2) Plans.--The plans described in this paragraph 
        are as follows:
                  [(A) Training and workforce development 
                plan.--The Office shall submit a training and 
                workforce development plan that includes, to 
                the extent practicable--
                          [(i) identification of skill and 
                        technical expertise needs and actions 
                        taken to meet those requirements;
                          [(ii) steps taken to foster 
                        innovation and creativity;
                          [(iii) leadership development and 
                        succession planning; and
                          [(iv) effective use of technology by 
                        employees.
                  [(B) Workplace flexibility plan.--The Office 
                shall submit a workforce flexibility plan that 
                includes, to the extent practicable--
                          [(i) telework;
                          [(ii) flexible work schedules;
                          [(iii) phased retirement;
                          [(iv) reemployed annuitants;
                          [(v) part-time work;
                          [(vi) job sharing;
                          [(vii) parental leave benefits and 
                        childcare assistance;
                          [(viii) domestic partner benefits;
                          [(ix) other workplace flexibilities; 
                        or
                          [(x) any combination of the items 
                        described in clauses (i) through (ix).
                  [(C) Recruitment and retention plan.--The 
                Office shall submit a recruitment and retention 
                plan that includes, to the extent practicable, 
                provisions relating to--
                          [(i) the steps necessary to target 
                        highly qualified applicant pools with 
                        diverse backgrounds;
                          [(ii) streamlined employment 
                        application processes;
                          [(iii) the provision of timely 
                        notification of the status of 
                        employment applications to applicants; 
                        and
                          [(iv) the collection of information 
                        to measure indicators of hiring 
                        effectiveness.
  [(c) Expiration.--The reporting requirement under subsection 
(b) shall terminate 5 years after the date of enactment of this 
Act.
  [(d) Rule of Construction.--Nothing in this section may be 
construed to affect--
          [(1) a collective bargaining agreement, as that term 
        is defined in section 7103(a)(8) of title 5, United 
        States Code, that is in effect on the date of enactment 
        of this Act; or
          [(2) the rights of employees under chapter 71 of 
        title 5, United States Code.]

Subtitle C--Additional Board of Governors Authority for Certain Nonbank 
             Financial Companies and Bank Holding Companies

[SEC. 161. REPORTS BY AND EXAMINATIONS OF NONBANK FINANCIAL COMPANIES 
                    BY THE BOARD OF GOVERNORS.

  [(a) Reports.--
          [(1) In general.--The Board of Governors may require 
        each nonbank financial company supervised by the Board 
        of Governors, and any subsidiary thereof, to submit 
        reports under oath, to keep the Board of Governors 
        informed as to--
                  [(A) the financial condition of the company 
                or subsidiary, systems of the company or 
                subsidiary for monitoring and controlling 
                financial, operating, and other risks, and the 
                extent to which the activities and operations 
                of the company or subsidiary pose a threat to 
                the financial stability of the United States; 
                and
                  [(B) compliance by the company or subsidiary 
                with the requirements of this title.
          [(2) Use of existing reports and information.--In 
        carrying out subsection (a), the Board of Governors 
        shall, to the fullest extent possible, use--
                  [(A) reports and supervisory information that 
                a nonbank financial company or subsidiary 
                thereof has been required to provide to other 
                Federal or State regulatory agencies;
                  [(B) information otherwise obtainable from 
                Federal or State regulatory agencies;
                  [(C) information that is otherwise required 
                to be reported publicly; and
                  [(D) externally audited financial statements 
                of such company or subsidiary.
          [(3) Availability.--Upon the request of the Board of 
        Governors, a nonbank financial company supervised by 
        the Board of Governors, or a subsidiary thereof, shall 
        promptly provide to the Board of Governors any 
        information described in paragraph (2).
  [(b) Examinations.--
          [(1) In general.--Subject to paragraph (2), the Board 
        of Governors may examine any nonbank financial company 
        supervised by the Board of Governors and any subsidiary 
        of such company, to inform the Board of Governors of--
                  [(A) the nature of the operations and 
                financial condition of the company and such 
                subsidiary;
                  [(B) the financial, operational, and other 
                risks of the company or such subsidiary that 
                may pose a threat to the safety and soundness 
                of such company or subsidiary or to the 
                financial stability of the United States;
                  [(C) the systems for monitoring and 
                controlling such risks; and
                  [(D) compliance by the company or such 
                subsidiary with the requirements of this title.
          [(2) Use of examination reports and information.--For 
        purposes of this subsection, the Board of Governors 
        shall, to the fullest extent possible, rely on reports 
        of examination of any subsidiary depository institution 
        or functionally regulated subsidiary made by the 
        primary financial regulatory agency for that 
        subsidiary, and on information described in subsection 
        (a)(2).
  [(c) Coordination With Primary Financial Regulatory Agency.--
The Board of Governors shall--
          [(1) provide reasonable notice to, and consult with, 
        the primary financial regulatory agency for any 
        subsidiary before requiring a report or commencing an 
        examination of such subsidiary under this section; and
          [(2) avoid duplication of examination activities, 
        reporting requirements, and requests for information, 
        to the fullest extent possible.

[SEC. 162. ENFORCEMENT.

  [(a) In General.--Except as provided in subsection (b), a 
nonbank financial company supervised by the Board of Governors 
and any subsidiaries of such company (other than any depository 
institution subsidiary) shall be subject to the provisions of 
subsections (b) through (n) of section 8 of the Federal Deposit 
Insurance Act (12 U.S.C. 1818), in the same manner and to the 
same extent as if the company were a bank holding company, as 
provided in section 8(b)(3) of the Federal Deposit Insurance 
Act (12 U.S.C. 1818(b)(3)).
  [(b) Enforcement Authority for Functionally Regulated 
Subsidiaries.--
          [(1) Referral.--If the Board of Governors determines 
        that a condition, practice, or activity of a depository 
        institution subsidiary or functionally regulated 
        subsidiary of a nonbank financial company supervised by 
        the Board of Governors does not comply with the 
        regulations or orders prescribed by the Board of 
        Governors under this Act, or otherwise poses a threat 
        to the financial stability of the United States, the 
        Board of Governors may recommend, in writing, to the 
        primary financial regulatory agency for the subsidiary 
        that such agency initiate a supervisory action or 
        enforcement proceeding. The recommendation shall be 
        accompanied by a written explanation of the concerns 
        giving rise to the recommendation.
          [(2) Back-up authority of the board of governors.--
        If, during the 60-day period beginning on the date on 
        which the primary financial regulatory agency receives 
        a recommendation under paragraph (1), the primary 
        financial regulatory agency does not take supervisory 
        or enforcement action against a subsidiary that is 
        acceptable to the Board of Governors, the Board of 
        Governors (upon a vote of its members) may take the 
        recommended supervisory or enforcement action, as if 
        the subsidiary were a bank holding company subject to 
        supervision by the Board of Governors.]

SEC. 163. ACQUISITIONS.

  (a) Acquisitions of Banks; Treatment as a Bank Holding 
Company.--For purposes of section 3 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842), a nonbank financial company 
supervised by the Board of Governors shall be deemed to be, and 
shall be treated as, a bank holding company.
  (b) Acquisition of Nonbank Companies.--
          (1) Prior notice for large acquisitions.--
        Notwithstanding section 4(k)(6)(B) of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1843(k)(6)(B)), a bank 
        holding company with total consolidated assets equal to 
        or greater than $50,000,000,000 or a nonbank financial 
        company supervised by the Board of Governors shall not 
        acquire direct or indirect ownership or control of any 
        voting shares of any company (other than an insured 
        depository institution) that is engaged in activities 
        described in section 4(k) of the Bank Holding Company 
        Act of 1956 having total consolidated assets of 
        $10,000,000,000 or more, without providing written 
        notice to the Board of Governors in advance of the 
        transaction.
          (2) Exemptions.--The prior notice requirement in 
        paragraph (1) shall not apply with regard to the 
        acquisition of shares that would qualify for the 
        exemptions in section 4(c) or section 4(k)(4)(E) of the 
        Bank Holding Company Act of 1956 (12 U.S.C. 1843(c) and 
        (k)(4)(E)).
          (3) Notice procedures.--The notice procedures set 
        forth in section 4(j)(1) of the Bank Holding Company 
        Act of 1956 (12 U.S.C. 1843(j)(1)), without regard to 
        section 4(j)(3) of that Act, shall apply to an 
        acquisition of any company (other than an insured 
        depository institution) by a bank holding company with 
        total consolidated assets equal to or greater than 
        $50,000,000,000 or a nonbank financial company 
        supervised by the Board of Governors, as described in 
        paragraph (1), including any such company engaged in 
        activities described in section 4(k) of that Act.
          (4) Standards for review.--[In addition]
                  (A) In general.--In addition to the standards 
                provided in section 4(j)(2) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1843(j)(2)), the 
                Board of Governors shall consider the extent to 
                which the proposed acquisition would result in 
                greater or more concentrated risks to global or 
                United States financial stability or the United 
                States economy.
                  (B) Exception for qualifying banking 
                organization.--Subparagraph (A) shall not apply 
                to a proposed acquisition by a qualifying 
                banking organization, as defined under section 
                105 of the Financial CHOICE Act of 2016.
          (5) Hart-Scott-Rodino filing requirement.--Solely for 
        purposes of section 7A(c)(8) of the Clayton Act (15 
        U.S.C. 18a(c)(8)), the transactions subject to the 
        requirements of paragraph (1) shall be treated as if 
        Board of Governors approval is not required.

[SEC. 164. PROHIBITION AGAINST MANAGEMENT INTERLOCKS BETWEEN CERTAIN 
                    FINANCIAL COMPANIES.

  [A nonbank financial company supervised by the Board of 
Governors shall be treated as a bank holding company for 
purposes of the Depository Institutions Management Interlocks 
Act (12 U.S.C. 3201 et seq.), except that the Board of 
Governors shall not exercise the authority provided in section 
7 of that Act (12 U.S.C. 3207) to permit service by a 
management official of a nonbank financial company supervised 
by the Board of Governors as a management official of any bank 
holding company with total consolidated assets equal to or 
greater than $50,000,000,000, or other nonaffiliated nonbank 
financial company supervised by the Board of Governors (other 
than to provide a temporary exemption for interlocks resulting 
from a merger, acquisition, or consolidation).]

SEC. 165. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS FOR NONBANK 
                    FINANCIAL COMPANIES SUPERVISED BY THE BOARD OF 
                    GOVERNORS AND CERTAIN BANK HOLDING COMPANIES.

  (a) In General.--
          (1) Purpose.--In order to prevent or mitigate risks 
        to the financial stability of the United States that 
        could arise from the material financial distress or 
        failure, or ongoing activities, of large, 
        interconnected financial institutions, the Board of 
        Governors shall, on its own or pursuant to 
        recommendations by the Council under section 115, 
        establish prudential standards for [nonbank financial 
        companies supervised by the Board of Governors and] 
        bank holding companies with total consolidated assets 
        equal to or greater than $50,000,000,000 that--
                  (A) are more stringent than the standards and 
                requirements applicable to nonbank financial 
                companies and bank holding companies that do 
                not present similar risks to the financial 
                stability of the United States; and
                  (B) increase in stringency, based on the 
                considerations identified in subsection (b)(3).
          [(2) Tailored application.--
                  [(A) In general.--In prescribing more 
                stringent prudential standards under this 
                section, the Board of Governors may, on its own 
                or pursuant to a recommendation by the Council 
                in accordance with section 115, differentiate 
                among companies on an individual basis or by 
                category, taking into consideration their 
                capital structure, riskiness, complexity, 
                financial activities (including the financial 
                activities of their subsidiaries), size, and 
                any other risk-related factors that the Board 
                of Governors deems appropriate.
                  [(B) Adjustment of threshold for application 
                of certain standards.--The Board of Governors 
                may, pursuant to a recommendation by the 
                Council in accordance with section 115, 
                establish an asset threshold above 
                $50,000,000,000 for the application of any 
                standard established under subsections (c) 
                through (g).]
          (2) Tailored application.--In prescribing more 
        stringent prudential standards under this section, the 
        Board of Governors may differentiate among companies on 
        an individual basis or by category, taking into 
        consideration their capital structure, riskiness, 
        complexity, financial activities (including the 
        financial activities of their subsidiaries), size, and 
        any other risk-related factors that the Board of 
        Governors deems appropriate.
  (b) Development of Prudential Standards.--
          (1) In general.--
                  (A) Required standards.--The Board of 
                Governors shall establish prudential standards 
                for [nonbank financial companies supervised by 
                the Board of Governors and] bank holding 
                companies described in subsection (a), that 
                shall include--
                          (i) risk-based capital requirements 
                        and leverage limits, unless the Board 
                        of Governors, in consultation with the 
                        Council, determines that such 
                        requirements are not appropriate for a 
                        company subject to more stringent 
                        prudential standards because of the 
                        activities of such company (such as 
                        investment company activities or assets 
                        under management) or structure, in 
                        which case, the Board of Governors 
                        shall apply other standards that result 
                        in similarly stringent risk controls;
                          (ii) liquidity requirements;
                          (iii) overall risk management 
                        requirements;
                          (iv) resolution plan and credit 
                        exposure report requirements; and
                          (v) concentration limits.
                  (B) Additional standards authorized.--The 
                Board of Governors may establish additional 
                prudential standards for [nonbank financial 
                companies supervised by the Board of Governors 
                and] bank holding companies described in 
                subsection (a), that include--
                          (i) a contingent capital requirement;
                          (ii) enhanced public disclosures;
                          (iii) short-term debt limits; and
                          (iv) such other prudential standards 
                        as the Board or Governors[, on its own 
                        or pursuant to a recommendation made by 
                        the Council in accordance with section 
                        115,] determines are appropriate.
          (2) Standards for foreign financial companies.--In 
        applying the standards set forth in paragraph (1) to 
        any [foreign nonbank financial company supervised by 
        the Board of Governors or] foreign-based bank holding 
        company, the Board of Governors [shall--]
                  [(A) give due] shall give due regard to the 
                principle of national treatment and equality of 
                competitive opportunity[; and].
                  [(B) take into account the extent to which 
                the foreign financial company is subject on a 
                consolidated basis to home country standards 
                that are comparable to those applied to 
                financial companies in the United States.]
          (3) Considerations.--In prescribing prudential 
        standards under paragraph (1), the Board of Governors 
        shall--
                  (A) take into account differences among 
                [nonbank financial companies supervised by the 
                Board of Governors and] bank holding companies 
                described in subsection (a), based on--
                          [(i) the factors described in 
                        subsections (a) and (b) of section 
                        113;]
                          [(ii)] (i) whether the company owns 
                        an insured depository institution;
                          [(iii)] (ii) nonfinancial activities 
                        and affiliations of the company; and
                          [(iv)] (iii) any other risk-related 
                        factors that the Board of Governors 
                        determines appropriate; and
                  [(B) to the extent possible, ensure that 
                small changes in the factors listed in 
                subsections (a) and (b) of section 113 would 
                not result in sharp, discontinuous changes in 
                the prudential standards established under 
                paragraph (1) of this subsection;
                  [(C) take into account any recommendations of 
                the Council under section 115; and]
                  [(D)] (B) adapt the required standards as 
                appropriate in light of any predominant line of 
                business of such company, including assets 
                under management or other activities for which 
                particular standards may not be appropriate.
          (4) Consultation.--Before imposing prudential 
        standards or any other requirements pursuant to this 
        section, including notices of deficiencies in 
        resolution plans and more stringent requirements or 
        divestiture orders resulting from such notices, that 
        are likely to have a significant impact on a 
        functionally regulated subsidiary or depository 
        institution subsidiary of [a nonbank financial company 
        supervised by the Board of Governors or] a bank holding 
        company described in subsection (a), the Board of 
        Governors shall consult with each Council member that 
        primarily supervises any such subsidiary with respect 
        to any such standard or requirement.
          (5) Report.--The Board of Governors shall submit an 
        annual report to Congress regarding the implementation 
        of the prudential standards required pursuant to 
        paragraph (1), including the use of such standards to 
        mitigate risks to the financial stability of the United 
        States.
  (c) Contingent Capital.--
          (1) In general.--Subsequent to submission by the 
        Council of a report to Congress [under section 115(c)], 
        the Board of Governors may issue regulations that 
        require each [nonbank financial company supervised by 
        the Board of Governors and] bank holding companies 
        described in subsection (a) to maintain a minimum 
        amount of contingent capital that is convertible to 
        equity in times of financial stress.
          (2) Factors to consider.--In issuing regulations 
        under this subsection, the Board of Governors shall 
        consider--
                  [(A) the results of the study undertaken by 
                the Council, and any recommendations of the 
                Council, under section 115(c);]
                  (A) any recommendations of the Council;
                  (B) an appropriate transition period for 
                implementation of contingent capital under this 
                subsection;
                  (C) the factors described in subsection 
                (b)(3)(A);
                  (D) capital requirements applicable to the 
                [nonbank financial company supervised by the 
                Board of Governors or] a bank holding company 
                described in subsection (a), and subsidiaries 
                thereof; and
                  (E) any other factor that the Board of 
                Governors deems appropriate.
  (d) Resolution Plan and Credit Exposure Reports.--
          (1) Resolution plan.--The Board of Governors shall 
        require each [nonbank financial company supervised by 
        the Board of Governors and] bank holding companies 
        described in subsection (a) to report [periodically] 
        not more often than every 2 years to the Board of 
        Governors, the Council, and the Corporation the plan of 
        such company for rapid and orderly resolution in the 
        event of material financial distress or failure, which 
        shall include--
                  (A) information regarding the manner and 
                extent to which any insured depository 
                institution affiliated with the company is 
                adequately protected from risks arising from 
                the activities of any nonbank subsidiaries of 
                the company;
                  (B) full descriptions of the ownership 
                structure, assets, liabilities, and contractual 
                obligations of the company;
                  (C) identification of the cross-guarantees 
                tied to different securities, identification of 
                major counterparties, and a process for 
                determining to whom the collateral of the 
                company is pledged; and
                  (D) any other information that the Board of 
                Governors and the Corporation jointly require 
                by rule or order.
          (2) Credit exposure report.--The Board of Governors 
        shall require each [nonbank financial company 
        supervised by the Board of Governors and] bank holding 
        companies described in subsection (a) to report 
        periodically to the Board of Governors, the Council, 
        and the Corporation on--
                  (A) the nature and extent to which the 
                company has credit exposure to other 
                significant nonbank financial companies and 
                significant bank holding companies; and
                  (B) the nature and extent to which other 
                significant nonbank financial companies and 
                significant bank holding companies have credit 
                exposure to that company.
          (3) Review.--[The Board]
                  (A) In general.--The Board of Governors and 
                the Corporation [shall review] shall--
                          (i) review the information provided 
                        in accordance with this subsection by 
                        each [nonbank financial company 
                        supervised by the Board of Governors 
                        and] bank holding company described in 
                        subsection (a)[.]; and
                          (ii) not later than the end of the 6-
                        month period beginning on the date the 
                        bank holding company submits the 
                        resolution plan, provide feedback to 
                        the bank holding company on such plan.
                  (B) Disclosure of assessment framework.--The 
                Board of Governors and the Corporation shall 
                each publicly disclose 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.
          (4) Notice of deficiencies.--If the Board of 
        Governors and the Corporation jointly determine, based 
        on their review under paragraph (3), that the 
        resolution plan of [a nonbank financial company 
        supervised by the Board of Governors or] a bank holding 
        company described in subsection (a) is not credible or 
        would not facilitate an orderly resolution of the 
        company under title 11, United States Code--
                  (A) the Board of Governors and the 
                Corporation shall notify the company of the 
                deficiencies in the resolution plan; and
                  (B) the company shall resubmit the resolution 
                plan within a timeframe determined by the Board 
                of Governors and the Corporation, with 
                revisions demonstrating that the plan is 
                credible and would result in an orderly 
                resolution under title 11, United States Code, 
                including any proposed changes in business 
                operations and corporate structure to 
                facilitate implementation of the plan.
          (5) Failure to resubmit credible plan.--
                  (A) In general.--If [a nonbank financial 
                company supervised by the Board of Governors 
                or] a bank holding company described in 
                subsection (a) fails to timely resubmit the 
                resolution plan as required under paragraph 
                (4), with such revisions as are required under 
                subparagraph (B), the Board of Governors and 
                the Corporation may jointly impose more 
                stringent capital, leverage, or liquidity 
                requirements, or restrictions on the growth, 
                activities, or operations of the company, or 
                any subsidiary thereof, until such time as the 
                company resubmits a plan that remedies the 
                deficiencies.
                  (B) Divestiture.--The Board of Governors and 
                the Corporation, in consultation with the 
                Council, may jointly direct [a nonbank 
                financial company supervised by the Board of 
                Governors or] a bank holding company described 
                in subsection (a), by order, to divest certain 
                assets or operations identified by the Board of 
                Governors and the Corporation, to facilitate an 
                orderly resolution of such company under title 
                11, United States Code, in the event of the 
                failure of such company, in any case in which--
                          (i) the Board of Governors and the 
                        Corporation have jointly imposed more 
                        stringent requirements on the company 
                        pursuant to subparagraph (A); and
                          (ii) the company has failed, within 
                        the 2-year period beginning on the date 
                        of the imposition of such requirements 
                        under subparagraph (A), to resubmit the 
                        resolution plan with such revisions as 
                        were required under paragraph (4)(B).
          (6) No limiting effect.--A resolution plan submitted 
        in accordance with this subsection shall not be binding 
        on a bankruptcy court, a receiver appointed under title 
        II, or any other authority that is authorized or 
        required to resolve the [nonbank financial company 
        supervised by the Board, any bank holding company,] 
        bank holding company or any subsidiary or affiliate of 
        the foregoing.
          (7) No private right of action.--No private right of 
        action may be based on any resolution plan submitted in 
        accordance with this subsection.
          (8) Rules.--Not later than 18 months after the date 
        of enactment of this Act, the Board of Governors and 
        the Corporation shall jointly issue final rules 
        implementing this subsection.
  (e) Concentration Limits.--
          (1) Standards.--In order to limit the risks that the 
        failure of any individual company could pose to [a 
        nonbank financial company supervised by the Board of 
        Governors or] a bank holding company described in 
        subsection (a), the Board of Governors, by regulation, 
        shall prescribe standards that limit such risks.
          (2) Limitation on credit exposure.--The regulations 
        prescribed by the Board of Governors under paragraph 
        (1) shall prohibit each [nonbank financial company 
        supervised by the Board of Governors and] bank holding 
        company described in subsection (a) from having credit 
        exposure to any unaffiliated company that exceeds 25 
        percent of the capital stock and surplus (or such lower 
        amount as the Board of Governors may determine by 
        regulation to be necessary to mitigate risks to the 
        financial stability of the United States) of the 
        company.
          (3) Credit exposure.--For purposes of paragraph (2), 
        ``credit exposure'' to a company means--
                  (A) all extensions of credit to the company, 
                including loans, deposits, and lines of credit;
                  (B) all repurchase agreements and reverse 
                repurchase agreements with the company, and all 
                securities borrowing and lending transactions 
                with the company, to the extent that such 
                transactions create credit exposure for [the 
                nonbank financial company supervised by the 
                Board of Governors or] a bank holding company 
                described in subsection (a);
                  (C) all guarantees, acceptances, or letters 
                of credit (including endorsement or standby 
                letters of credit) issued on behalf of the 
                company;
                  (D) all purchases of or investment in 
                securities issued by the company;
                  (E) counterparty credit exposure to the 
                company in connection with a derivative 
                transaction between [the nonbank financial 
                company supervised by the Board of Governors 
                or] a bank holding company described in 
                subsection (a) and the company; and
                  (F) any other similar transactions that the 
                Board of Governors, by regulation, determines 
                to be a credit exposure for purposes of this 
                section.
          (4) Attribution rule.--For purposes of this 
        subsection, any transaction by [a nonbank financial 
        company supervised by the Board of Governors or] a bank 
        holding company described in subsection (a) with any 
        person is a transaction with a company, to the extent 
        that the proceeds of the transaction are used for the 
        benefit of, or transferred to, that company.
          (5) Rulemaking.--The Board of Governors may issue 
        such regulations and orders, including definitions 
        consistent with this section, as may be necessary to 
        administer and carry out this subsection.
          (6) Exemptions.--This subsection shall not apply to 
        any Federal home loan bank. The Board of Governors may, 
        by regulation or order, exempt transactions, in whole 
        or in part, from the definition of the term ``credit 
        exposure'' for purposes of this subsection, if the 
        Board of Governors finds that the exemption is in the 
        public interest and is consistent with the purpose of 
        this subsection.
          (7) Transition period.--
                  (A) In general.--This subsection and any 
                regulations and orders of the Board of 
                Governors under this subsection shall not be 
                effective until 3 years after the date of 
                enactment of this Act.
                  (B) Extension authorized.--The Board of 
                Governors may extend the period specified in 
                subparagraph (A) for not longer than an 
                additional 2 years.
  (f) Enhanced Public Disclosures.--The Board of Governors may 
prescribe, by regulation, periodic public disclosures by 
[nonbank financial companies supervised by the Board of 
Governors and] bank holding companies described in subsection 
(a) in order to support market evaluation of the risk profile, 
capital adequacy, and risk management capabilities thereof.
  (g) Short-term Debt Limits.--
          (1) In general.--In order to mitigate the risks that 
        an over-accumulation of short-term debt could pose to 
        financial companies and to the stability of the United 
        States financial system, the Board of Governors may, by 
        regulation, prescribe a limit on the amount of short-
        term debt, including off-balance sheet exposures, that 
        may be accumulated by any bank holding company 
        described in subsection (a) [and any nonbank financial 
        company supervised by the Board of Governors].
          (2) Basis of limit.--Any limit prescribed under 
        paragraph (1) shall be based on the short-term debt of 
        the company described in paragraph (1) as a percentage 
        of capital stock and surplus of the company or on such 
        other measure as the Board of Governors considers 
        appropriate.
          (3) Short-term debt defined.--For purposes of this 
        subsection, the term ``short-term debt'' means such 
        liabilities with short-dated maturity that the Board of 
        Governors identifies, by regulation, except that such 
        term does not include insured deposits.
          (4) Rulemaking authority.--In addition to prescribing 
        regulations under paragraphs (1) and (3), the Board of 
        Governors may prescribe such regulations, including 
        definitions consistent with this subsection, and issue 
        such orders, as may be necessary to carry out this 
        subsection.
          (5) Authority to issue exemptions and adjustments.--
        Notwithstanding the Bank Holding Company Act of 1956 
        (12 U.S.C. 1841 et seq.), the Board of Governors may, 
        if it determines such action is necessary to ensure 
        appropriate heightened prudential supervision, with 
        respect to a company described in paragraph (1) that 
        does not control an insured depository institution, 
        issue to such company an exemption from or adjustment 
        to the limit prescribed under paragraph (1).
  (h) Risk Committee.--
          [(1) Nonbank financial companies supervised by the 
        board of governors.--The Board of Governors shall 
        require each nonbank financial company supervised by 
        the Board of Governors that is a publicly traded 
        company to establish a risk committee, as set forth in 
        paragraph (3), not later than 1 year after the date of 
        receipt of a notice of final determination under 
        section 113(e)(3) with respect to such nonbank 
        financial company supervised by the Board of 
        Governors.]
          [(2)] (1) Certain bank holding companies.--
                  (A) Mandatory regulations.--The Board of 
                Governors shall issue regulations requiring 
                each bank holding company that is a publicly 
                traded company and that has total consolidated 
                assets of not less than $10,000,000,000 to 
                establish a risk committee, as set forth in 
                [paragraph (3)] paragraph (2).
                  (B) Permissive regulations.--The Board of 
                Governors may require each bank holding company 
                that is a publicly traded company and that has 
                total consolidated assets of less than 
                $10,000,000,000 to establish a risk committee, 
                as set forth in [paragraph (3)] paragraph (2), 
                as determined necessary or appropriate by the 
                Board of Governors to promote sound risk 
                management practices.
          [(3)] (2) Risk committee.--A risk committee required 
        by this subsection shall--
                  (A) be responsible for the oversight of the 
                enterprise-wide risk management practices of 
                [the nonbank financial company supervised by 
                the Board of Governors or bank holding company 
                described in subsection (a), as applicable] a 
                bank holding company described in subsection 
                (a);
                  (B) include such number of independent 
                directors as the Board of Governors may 
                determine appropriate, based on the nature of 
                operations, size of assets, and other 
                appropriate criteria related to [the nonbank 
                financial company supervised by the Board of 
                Governors or a bank holding company described 
                in subsection (a), as applicable] a bank 
                holding company described in subsection (a); 
                and
                  (C) include at least 1 risk management expert 
                having experience in identifying, assessing, 
                and managing risk exposures of large, complex 
                firms.
          [(4)] (3) Rulemaking.--The Board of Governors shall 
        issue final rules to carry out this subsection, not 
        later than 1 year after the transfer date, to take 
        effect not later than 15 months after the transfer 
        date.
  (i) Stress Tests.--
          (1) By the board of governors.--
                  (A) Annual tests required.--The Board of 
                Governors, in coordination with the appropriate 
                primary financial regulatory agencies and the 
                Federal Insurance Office, shall conduct annual 
                analyses in which [nonbank financial companies 
                supervised by the Board of Governors and] bank 
                holding companies described in subsection (a) 
                are subject to evaluation of whether such 
                companies have the capital, on a total 
                consolidated basis, necessary to absorb losses 
                as a result of adverse economic conditions.
                  (B) Test parameters and consequences.--The 
                Board of Governors--
                          [(i) shall 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;]
                          (i) shall--
                                  (I) issue regulations, after 
                                providing 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
                                  (II) provide copies of such 
                                regulations to the Comptroller 
                                General of the United States 
                                and the Panel of Economic 
                                Advisors of the Congressional 
                                Budget Office before publishing 
                                such regulations;
                          (ii) may require the tests described 
                        in subparagraph (A) at bank holding 
                        companies [and nonbank financial 
                        companies], in addition to those for 
                        which annual tests are required under 
                        subparagraph (A);
                          (iii) may develop and apply such 
                        other analytic techniques as are 
                        necessary to identify, measure, and 
                        monitor risks to the financial 
                        stability of the United States;
                          (iv) shall require the companies 
                        described in subparagraph (A) to update 
                        their resolution plans required under 
                        subsection (d)(1), as the Board of 
                        Governors determines appropriate, based 
                        on the results of the analyses; and
                          (v) shall publish a summary of the 
                        results of the tests required under 
                        subparagraph (A) or clause (ii) of this 
                        subparagraph, including any results of 
                        a resubmitted test.
                  (C) Application to ccar.--The requirements of 
                subparagraph (B) shall apply to all stress 
                tests performed under the Comprehensive Capital 
                Analysis and Review exercise established by the 
                Board of Governors.
          (2) By the company.--
                  (A) Requirement.--A [nonbank financial 
                company supervised by the Board of Governors 
                and a bank holding company] bank holding 
                company described in subsection (a) shall 
                conduct semiannual stress tests. [All other 
                financial companies] All other bank holding 
                companies that have total consolidated assets 
                of more than $10,000,000,000 and are regulated 
                by a primary Federal financial regulatory 
                agency shall conduct annual stress tests. The 
                tests required under this subparagraph shall be 
                conducted in accordance with the regulations 
                prescribed under subparagraph (C).
                  (B) Report.--A company required to conduct 
                stress tests under subparagraph (A) shall 
                submit a report to the Board of Governors and 
                to its primary financial regulatory agency at 
                such time, in such form, and containing such 
                information as the primary financial regulatory 
                agency shall require.
                  (C) Regulations.--Each Federal primary 
                financial regulatory agency, in coordination 
                with the Board of Governors and the Federal 
                Insurance Office, shall issue consistent and 
                comparable regulations to implement this 
                paragraph that shall--
                          (i) define the term ``stress test'' 
                        for purposes of this paragraph;
                          (ii) establish methodologies for the 
                        conduct of stress tests required by 
                        this paragraph that shall provide for 
                        at least 3 different sets of 
                        conditions, including baseline, 
                        adverse, and severely adverse;
                          (iii) establish the form and content 
                        of the report required by subparagraph 
                        (B); and
                          (iv) require companies subject to 
                        this paragraph to publish a summary of 
                        the results of the required stress 
                        tests.
  (j) Leverage Limitation.--
          (1) Requirement.--The Board of Governors shall 
        require a bank holding company with total consolidated 
        assets equal to or greater than $50,000,000,000 [or a 
        nonbank financial company supervised by the Board of 
        Governors] to maintain a debt to equity ratio of no 
        more than 15 to 1, upon a determination by the Council 
        that such company poses a grave threat to the financial 
        stability of the United States and that the imposition 
        of such requirement is necessary to mitigate the risk 
        that such company poses to the financial stability of 
        the United States. Nothing in this paragraph shall 
        apply to a Federal home loan bank.
          (2) Considerations.--In making a determination under 
        this subsection, the Council shall consider [the 
        factors described in subsections (a) and (b) of section 
        113 and any other] any risk-related factors that the 
        Council deems appropriate.
          (3) Regulations.--The Board of Governors shall 
        promulgate regulations to establish procedures and 
        timelines for complying with the requirements of this 
        subsection.
  (k) Inclusion of Off-balance-sheet Activities in Computing 
Capital Requirements.--
          (1) In general.--In the case of any bank holding 
        company described in subsection (a) [or nonbank 
        financial company supervised by the Board of 
        Governors], the computation of capital for purposes of 
        meeting capital requirements shall take into account 
        any off-balance-sheet activities of the company.
          (2) Exemptions.--If the Board of Governors determines 
        that an exemption from the requirement under paragraph 
        (1) is appropriate, the Board of Governors may exempt a 
        company, or any transaction or transactions engaged in 
        by such company, from the requirements of paragraph 
        (1).
          (3) Off-balance-sheet activities defined.--For 
        purposes of this subsection, the term ``off-balance-
        sheet activities'' means an existing liability of a 
        company that is not currently a balance sheet 
        liability, but may become one upon the happening of 
        some future event, including the following 
        transactions, to the extent that they may create a 
        liability:
                  (A) Direct credit substitutes in which a bank 
                substitutes its own credit for a third party, 
                including standby letters of credit.
                  (B) Irrevocable letters of credit that 
                guarantee repayment of commercial paper or tax-
                exempt securities.
                  (C) Risk participations in bankers' 
                acceptances.
                  (D) Sale and repurchase agreements.
                  (E) Asset sales with recourse against the 
                seller.
                  (F) Interest rate swaps.
                  (G) Credit swaps.
                  (H) Commodities contracts.
                  (I) Forward contracts.
                  (J) Securities contracts.
                  (K) Such other activities or transactions as 
                the Board of Governors may, by rule, define.
  (l) Exemption for Qualifying Banking Organizations.--This 
section shall not apply to a proposed acquisition by a 
qualifying banking organization, as defined under section 105 
of the Financial CHOICE Act of 2016.

[SEC. 166. EARLY REMEDIATION REQUIREMENTS.

  [(a) In General.--The Board of Governors, in consultation 
with the Council and the Corporation, shall prescribe 
regulations establishing requirements to provide for the early 
remediation of financial distress of a nonbank financial 
company supervised by the Board of Governors or a bank holding 
company described in section 165(a), except that nothing in 
this subsection authorizes the provision of financial 
assistance from the Federal Government.
  [(b) Purpose of the Early Remediation Requirements.--The 
purpose of the early remediation requirements under subsection 
(a) shall be to establish a series of specific remedial actions 
to be taken by a nonbank financial company supervised by the 
Board of Governors or a bank holding company described in 
section 165(a) that is experiencing increasing financial 
distress, in order to minimize the probability that the company 
will become insolvent and the potential harm of such insolvency 
to the financial stability of the United States.
  [(c) Remediation Requirements.--The regulations prescribed by 
the Board of Governors under subsection (a) shall--
          [(1) define measures of the financial condition of 
        the company, including regulatory capital, liquidity 
        measures, and other forward-looking indicators; and
          [(2) establish requirements that increase in 
        stringency as the financial condition of the company 
        declines, including--
                  [(A) requirements in the initial stages of 
                financial decline, including limits on capital 
                distributions, acquisitions, and asset growth; 
                and
                  [(B) requirements at later stages of 
                financial decline, including a capital 
                restoration plan and capital-raising 
                requirements, limits on transactions with 
                affiliates, management changes, and asset 
                sales.

[SEC. 167. AFFILIATIONS.

  [(a) Affiliations.--Nothing in this subtitle shall be 
construed to require a nonbank financial company supervised by 
the Board of Governors, or a company that controls a nonbank 
financial company supervised by the Board of Governors, to 
conform the activities thereof to the requirements of section 4 
of the Bank Holding Company Act of 1956 (12 U.S.C. 1843).
  [(b) Requirement.--
          [(1) In general.--
                  [(A) Board authority.--If a nonbank financial 
                company supervised by the Board of Governors 
                conducts activities other than those that are 
                determined to be financial in nature or 
                incidental thereto under section 4(k) of the 
                Bank Holding Company Act of 1956, the Board of 
                Governors may require such company to establish 
                and conduct all or a portion of such activities 
                that are determined to be financial in nature 
                or incidental thereto in or through an 
                intermediate holding company established 
                pursuant to regulation of the Board of 
                Governors, not later than 90 days (or such 
                longer period as the Board of Governors may 
                deem appropriate) after the date on which the 
                nonbank financial company supervised by the 
                Board of Governors is notified of the 
                determination of the Board of Governors under 
                this section.
                  [(B) Necessary actions.--Notwithstanding 
                subparagraph (A), the Board of Governors shall 
                require a nonbank financial company supervised 
                by the Board of Governors to establish an 
                intermediate holding company if the Board of 
                Governors makes a determination that the 
                establishment of such intermediate holding 
                company is necessary to--
                          [(i) appropriately supervise 
                        activities that are determined to be 
                        financial in nature or incidental 
                        thereto; or
                          [(ii) to ensure that supervision by 
                        the Board of Governors does not extend 
                        to the commercial activities of such 
                        nonbank financial company.
          [(2) Internal financial activities.--For purposes of 
        this subsection, activities that are determined to be 
        financial in nature or incidental thereto under section 
        4(k) of the Bank Holding Company Act of 1956, as 
        described in paragraph (1), shall not include internal 
        financial activities, including internal treasury, 
        investment, and employee benefit functions. With 
        respect to any internal financial activity engaged in 
        for the company or an affiliate and a non-affiliate of 
        such company during the year prior to the date of 
        enactment of this Act, such company (or an affiliate 
        that is not an intermediate holding company or 
        subsidiary of an intermediate holding company) may 
        continue to engage in such activity, as long as not 
        less than 2/3 of the assets or 2/3 of the revenues 
        generated from the activity are from or attributable to 
        such company or an affiliate, subject to review by the 
        Board of Governors, to determine whether engaging in 
        such activity presents undue risk to such company or to 
        the financial stability of the United States.
          [(3) Source of strength.--A company that directly or 
        indirectly controls an intermediate holding company 
        established under this section shall serve as a source 
        of strength to its subsidiary intermediate holding 
        company.
          [(4) Parent company reports.--The Board of Governors 
        may, from time to time, require reports under oath from 
        a company that controls an intermediate holding 
        company, and from the appropriate officers or directors 
        of such company, solely for purposes of ensuring 
        compliance with the provisions of this section, 
        including assessing the ability of the company to serve 
        as a source of strength to its subsidiary intermediate 
        holding company pursuant to paragraph (3) and enforcing 
        such compliance.
          [(5) Limited parent company enforcement.--
                  [(A) In general.--In addition to any other 
                authority of the Board of Governors, the Board 
                of Governors may enforce compliance with the 
                provisions of this subsection that are 
                applicable to any company described in 
                paragraph (1) that controls an intermediate 
                holding company under section 8 of the Federal 
                Deposit Insurance Act, and such company shall 
                be subject to such section (solely for such 
                purposes) in the same manner and to the same 
                extent as if such company were a bank holding 
                company.
                  [(B) Application of other act.--Any violation 
                of this subsection by any company that controls 
                an intermediate holding company may also be 
                treated as a violation of the Federal Deposit 
                Insurance Act for purposes of subparagraph (A).
                  [(C) No effect on other authority.--No 
                provision of this paragraph shall be construed 
                as limiting any authority of the Board of 
                Governors or any other Federal agency under any 
                other provision of law.
  [(c) Regulations.--The Board of Governors--
          [(1) shall promulgate regulations to establish the 
        criteria for determining whether to require a nonbank 
        financial company supervised by the Board of Governors 
        to establish an intermediate holding company under 
        subsection (b); and
          [(2) may promulgate regulations to establish any 
        restrictions or limitations on transactions between an 
        intermediate holding company or a nonbank financial 
        company supervised by the Board of Governors and its 
        affiliates, as necessary to prevent unsafe and unsound 
        practices in connection with transactions between such 
        company, or any subsidiary thereof, and its parent 
        company or affiliates that are not subsidiaries of such 
        company, except that such regulations shall not 
        restrict or limit any transaction in connection with 
        the bona fide acquisition or lease by an unaffiliated 
        person of assets, goods, or services.

[SEC. 168. REGULATIONS.

  [The Board of Governors shall have authority to issue 
regulations to implement subtitles A and C and the amendments 
made thereunder. Except as otherwise specified in subtitle A or 
C, not later than 18 months after the effective date of this 
Act, the Board of Governors shall issue final regulations to 
implement subtitles A and C, and the amendments made 
thereunder.]

           *       *       *       *       *       *       *


[SEC. 170. SAFE HARBOR.

  [(a) Regulations.--The Board of Governors shall promulgate 
regulations on behalf of, and in consultation with, the Council 
setting forth the criteria for exempting certain types or 
classes of U.S. nonbank financial companies or foreign nonbank 
financial companies from supervision by the Board of Governors.
  [(b) Considerations.--In developing the criteria under 
subsection (a), the Board of Governors shall take into account 
the factors for consideration described in subsections (a) and 
(b) of section 113 in determining whether a U.S. nonbank 
financial company or foreign nonbank financial company shall be 
supervised by the Board of Governors.
  [(c) Rule of Construction.--Nothing in this section shall be 
construed to require supervision by the Board of Governors of a 
U.S. nonbank financial company or foreign nonbank financial 
company, if such company does not meet the criteria for 
exemption established under subsection (a).
  [(d) Revisions.--
          [(1) In general.--The Board of Governors shall, in 
        consultation with the Council, review the regulations 
        promulgated under subsection (a), not less frequently 
        than every 5 years, and based upon the review, the 
        Board of Governors may revise such regulations on 
        behalf of, and in consultation with, the Council to 
        update as necessary the criteria set forth in such 
        regulations.
          [(2) Transition period.--No revisions under paragraph 
        (1) shall take effect before the end of the 2-year 
        period after the date of publication of such revisions 
        in final form.
  [(e) Report.--The Chairman of the Board of Governors and the 
Chairperson of the Council shall submit a joint report to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of 
Representatives not later than 30 days after the date of the 
issuance in final form of regulations under subsection (a), or 
any subsequent revision to such regulations under subsection 
(d), as applicable. Such report shall include, at a minimum, 
the rationale for exemption and empirical evidence to support 
the criteria for exemption.]

           *       *       *       *       *       *       *


[SEC. 172. EXAMINATION AND ENFORCEMENT ACTIONS FOR INSURANCE AND 
                    ORDERLY LIQUIDATION PURPOSES.

  [(a) Examinations for Insurance and Resolution Purposes.--
Section 10(b)(3) of the Federal Deposit Insurance Act (12 
U.S.C. 1820(b)(3)) is amended--
          [(1) by striking ``In addition'' and inserting the 
        following:
                  [``(A) In general.--In addition''; and
          [(2) by striking ``whenever the board of directors 
        determines'' and all that follows through the period 
        and inserting the following:or nonbank financial 
        company supervised by the Board of Governors or a bank 
        holding company described in section 165(a) of the 
        Financial Stability Act of 2010, whenever the Board of 
        Directors determines that a special examination of any 
        such depository institution is necessary to determine 
        the condition of such depository institution for 
        insurance purposes, or of such nonbank financial 
        company supervised by 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 authority to provide for orderly 
        liquidation of any such company under title II of that 
        Act, provided that such authority may not be used with 
        respect to any such company that is in a generally 
        sound condition.
                  [``(B) Limitation.--Before conducting a 
                special examination of a nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in section 
                165(a) of the Financial Stability Act of 2010, 
                the Corporation shall review any available and 
                acceptable resolution plan that the company has 
                submitted in accordance with section 165(d) of 
                that Act, consistent with the nonbinding effect 
                of such plan, and available reports of 
                examination, and shall coordinate to the 
                maximum extent practicable with the Board of 
                Governors, in order to minimize duplicative or 
                conflicting examinations.''.
  [(b) Enforcement Authority.--Section 8(t) of the Federal 
Deposit Insurance Act (12 U.S.C. 1818(t)) is amended--
          [(1) in paragraph (1), by inserting ``, any 
        depository institution holding company,'' before ``or 
        any institution-affiliated party'';
          [(2) in paragraph (2)--
                  [(A) by striking ``or'' at the end of 
                subparagraph (B);
                  [(B) at the end of subparagraph (C), by 
                striking the period and inserting ``or''; and
                  [(C) by inserting at the end the following 
                new subparagraph:
                  [``(D) the conduct or threatened conduct 
                (including any acts or omissions) of the 
                depository institution holding company poses a 
                risk to the Deposit Insurance Fund, provided 
                that such authority may not be used with 
                respect to a depository institution holding 
                company that is in generally sound condition 
                and whose conduct does not pose a foreseeable 
                and material risk of loss to the Deposit 
                Insurance Fund;''; and
          [(3) by adding at the end the following:
          [``(6) Powers and duties with respect to depository 
        institution holding companies.--For purposes of 
        exercising the backup authority provided in this 
        subsection--
                  [``(A) the Corporation shall have the same 
                powers with respect to a depository institution 
                holding company and its affiliates as the 
                appropriate Federal banking agency has with 
                respect to the holding company and its 
                affiliates; and
                  [``(B) the holding company and its affiliates 
                shall have the same duties and obligations with 
                respect to the Corporation as the holding 
                company and its affiliates have with respect to 
                the appropriate Federal banking agency.''.
  [(c) Rule of Construction.--Nothing in this Act shall be 
construed to limit or curtail the Corporation's current 
authority to examine or bring enforcement actions with respect 
to any insured depository institution or institution-affiliated 
party.]

           *       *       *       *       *       *       *


[SEC. 174. STUDIES AND REPORTS ON HOLDING COMPANY CAPITAL REQUIREMENTS.

  [(a) Study of Hybrid Capital Instruments.--The Comptroller 
General of the United States, in consultation with the Board of 
Governors, the Comptroller of the Currency, and the 
Corporation, shall conduct a study of the use of hybrid capital 
instruments as a component of Tier 1 capital for banking 
institutions and bank holding companies. The study shall 
consider--
          [(1) the current use of hybrid capital instruments, 
        such as trust preferred shares, as a component of Tier 
        1 capital;
          [(2) the differences between the components of 
        capital permitted for insured depository institutions 
        and those permitted for companies that control insured 
        depository institutions;
          [(3) the benefits and risks of allowing such 
        instruments to be used to comply with Tier 1 capital 
        requirements;
          [(4) the economic impact of prohibiting the use of 
        such capital instruments for Tier 1;
          [(5) a review of the consequences of disqualifying 
        trust preferred instruments, and whether it could lead 
        to the failure or undercapitalization of existing 
        banking organizations;
          [(6) the international competitive implications 
        prohibiting hybrid capital instruments for Tier 1;
          [(7) the impact on the cost and availability of 
        credit in the United States from such a prohibition;
          [(8) the availability of capital for financial 
        institutions with less than $10,000,000,000 in total 
        assets; and
          [(9) any other relevant factors relating to the 
        safety and soundness of our financial system and 
        potential economic impact of such a prohibition.
  [(b) Study of Foreign Bank Intermediate Holding Company 
Capital Requirements.--The Comptroller General of the United 
States, in consultation with the Secretary, the Board of 
Governors, the Comptroller of the Currency, and the 
Corporation, shall conduct a study of capital requirements 
applicable to United States intermediate holding companies of 
foreign banks that are bank holding companies or savings and 
loan holding companies. The study shall consider--
          [(1) current Board of Governors policy regarding the 
        treatment of intermediate holding companies;
          [(2) the principle of national treatment and equality 
        of competitive opportunity for foreign banks operating 
        in the United States;
          [(3) the extent to which foreign banks are subject on 
        a consolidated basis to home country capital standards 
        comparable to United States capital standards;
          [(4) potential effects on United States banking 
        organizations operating abroad of changes to United 
        States policy regarding intermediate holding companies;
          [(5) the impact on the cost and availability of 
        credit in the United States from a change in United 
        States policy regarding intermediate holding companies; 
        and
          [(6) any other relevant factors relating to the 
        safety and soundness of our financial system and 
        potential economic impact of such a prohibition.
  [(c) Report.--Not later than 18 months after the date of 
enactment of this Act, the Comptroller General of the United 
States shall submit reports to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Committee on 
Financial Services of the House of Representatives summarizing 
the results of the studies required under subsection (a). The 
reports shall include specific recommendations for legislative 
or regulatory action regarding the treatment of hybrid capital 
instruments, including trust preferred shares, and shall 
explain the basis for such recommendations.

[SEC. 175. INTERNATIONAL POLICY COORDINATION.

  [(a) By the President.--The President, or a designee of the 
President, may coordinate through all available international 
policy channels, similar policies as those found in United 
States law relating to limiting the scope, nature, size, scale, 
concentration, and interconnectedness of financial companies, 
in order to protect financial stability and the global economy.
  [(b) By the Council.--The Chairperson of the Council, in 
consultation with the other members of the Council, shall 
regularly consult with the financial regulatory entities and 
other appropriate organizations of foreign governments or 
international organizations on matters relating to systemic 
risk to the international financial system.
  [(c) By the Board of Governors and the Secretary.--The Board 
of Governors and the Secretary shall consult with their foreign 
counterparts and through appropriate multilateral organizations 
to encourage comprehensive and robust prudential supervision 
and regulation for all highly leveraged and interconnected 
financial companies.]

           *       *       *       *       *       *       *

                              ----------                              


                    BANK HOLDING COMPANY ACT OF 1956



           *       *       *       *       *       *       *
                  acquisition of bank shares or assets

  Sec. 3. (a) It shall be unlawful, except with the prior 
approval of the Board, (1) for any action to be taken that 
causes any company to become a bank holding company; (2) for 
any action to be taken that causes a bank to become a 
subsidiary of a bank holding company; (3) for any bank holding 
company to acquire direct or indirect ownership or control of 
any voting shares of any bank if, after such acquisition, such 
company will directly or indirectly own or control more than 5 
per centum of the voting shares of such bank; (4) for any bank 
holding company or subsidiary thereof, other than a bank, to 
acquire all or substantially all of the assets of a bank; or 
(5) for any bank holding company to merge or consolidate with 
any other bank holding company. Notwithstanding the foregoing 
this prohibition shall not apply to (A) shares acquired by a 
bank, (i) in good faith in a fiduciary capacity, except where 
such shares are held under a trust that constitutes a company 
as defined in section 2(b) and except as provided in paragraphs 
(2) and (3) of section 2(g), or (ii) in the regular course of 
securing or collecting a debt previously contracted in good 
faith, but any shares acquired after the date of enactment of 
this Act in securing or collecting any such previously 
contracted debt shall be disposed of within a period of two 
years from the date on which they were acquired; (B) additional 
shares acquired by a bank holding company in a bank in which 
such bank holding company owned or controlled a majority of the 
voting shares prior to such acquisition; or (C) the 
acquisition, by a company, of control of a bank in a 
reorganization in which a person or group of persons exchanges 
their shares of the bank for shares of a newly formed bank 
holding company and receives after the reorganization 
substantially the same proportional share interest in the 
holding company as they held in the bank except for changes in 
shareholders' interests resulting from the exercise of 
dissenting shareholders' rights under State or Federal law if--
          
                  
                          (i) immediately following the 
                        acquisition--
                                  (I) the bank holding company 
                                meets the capital and other 
                                financial standards prescribed 
                                by the Board by regulation for 
                                such a bank holding company; 
                                and
                                  (II) the bank is adequately 
                                capitalized (as defined in 
                                section 38 of the Federal 
                                Deposit Insurance Act);
                          (ii) the holding company does not 
                        engage in any activities other than 
                        those of managing and controlling banks 
                        as a result of the reorganization;
                          (iii) the company provides 30 days 
                        prior notice to the Board and the Board 
                        does not object to such transaction 
                        during such 30-day period; and
                          (iv) the holding company will not 
                        acquire control of any additional bank 
                        as a result of the reorganization.
The Board is authorized upon application by a bank to extend, 
from time to time for not more than one year at a time, the 
two-year period referred to above for disposing of any shares 
acquired by a bank in the regular course of securing or 
collecting a debt previously contracted in good faith, if, in 
the Board's judgment, such an extension would not be 
detrimental to the public interest, but no such extension shall 
in the aggregate exceed three years. For the purpose of the 
preceding sentence, bank shares acquired after the date of 
enactment of the Bank Holding Company Act Amendments of 1970 
shall not be deemed to have been acquired in good faith in a 
fiduciary capacity if the acquiring bank or company has sole 
discretionary authority to exercise voting rights with respect 
thereto, but in such instances acquisitions may be made without 
prior approval of the Board if the Board, upon application 
filed within ninety days after the shares are acquired, 
approves retention or, if retention is disapproved, the 
acquiring bank disposes of the shares or its sole discretionary 
voting rights within two years after issuance of the order of 
disapproval.
  (b)(1) Notice and Hearing Requirements.--[Upon receiving]
                  (A) In general.--Upon receiving from a 
                company any application for approval under this 
                section, the Board shall give notice to the 
                Comptroller of the Currency, if the applicant 
                company or any bank the voting shares or assets 
                of which are sought to be required is a 
                national banking association, or to the 
                appropriate supervisory authority of the 
                interested State, if the applicant company or 
                any bank the voting shares or assets of which 
                are sought to be acquired is a State bank, in 
                order to provide for the submission of the 
                views and recommendations of the Comptroller of 
                the Currency or the State supervisory 
                authority, as the case may be. The views and 
                recommendations shall be submitted within 
                thirty calendar days of the date on which 
                notice is given, or within ten calendar days of 
                such date if the Board advises the Comptroller 
                of the Currency or the State supervisory 
                authority that an emergency exists requiring 
                expeditious action. If the thirty-day notice 
                period applies and if the Comptroller of the 
                Currency or the State supervisory authority so 
                notified by the Board disapproves the 
                application in writing within this period, the 
                Board shall forthwith give written notice of 
                that fact to the applicant. Within three days 
                after giving such notice to the applicant, the 
                Board shall notify in writing the applicant and 
                the disapproving authority of the date for 
                commencement of a hearing by it on such 
                application. Any such hearing shall be 
                commenced not less than ten nor more than 
                thirty days after the Board has given written 
                notice to the applicant of the action of the 
                disapproving authority. The length of any such 
                hearing shall be determined by the Board, but 
                it shall afford all interested parties a 
                reasonable opportunity to testify at such 
                hearing. At the conclusion thereof, the Board 
                shall, by order, grant or deny the application 
                on the basis of the record made at such 
                hearing. In the event of the failure of the 
                Board to act on any application for approval 
                under this section within the ninety-one-day 
                period which begins on the date of submission 
                to the Board of the complete record on that 
                application, the application shall be deemed to 
                have been granted. [Notwithstanding any other 
                provision]
                  (B) Immediate action.--
                          (i) In general.--Notwithstanding any 
                        other provision of this subsection, if 
                        the Board finds that it must act 
                        immediately on any application for 
                        approval under this section in order to 
                        prevent the probable failure of a bank 
                        or bank holding company involved in a 
                        proposed acquisition, merger, or 
                        consolidation transaction, the Board 
                        may dispense with the notice 
                        requirements of this subsection, and if 
                        notice is given, the Board may request 
                        that the views and recommendations of 
                        the Comptroller of the Currency or the 
                        State supervisory authority, as the 
                        case may be, be submitted immediately 
                        in any form or by any means acceptable 
                        to the Board. If the Board has found 
                        pursuant to this subsection either that 
                        an emergency exists requiring 
                        expeditious action or that it must act 
                        immediately to prevent probable 
                        failure, the Board may grant or deny 
                        any such application without a hearing 
                        not withstanding any recommended 
                        disapproval by the appropriate 
                        supervisory authority.
                          (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 
                        company 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).
  (2) Waiver in Case of Bank in Danger of Closing.--If the 
Board receives a certification described in section 13(f)(8)(D) 
of the Federal Deposit Insurance Act from the appropriate 
Federal or State chartering authority that a bank is in danger 
of closing, the Board may dispense with the notice and hearing 
requirements of paragraph (1) with respect to any application 
received by the Board relating to the acquisition of such bank, 
the bank holding company which controls such bank, or any other 
affiliated bank.
  (c) Factors for Consideration by Board.--
          (1) Competitive factors.--The Board shall not 
        approve--
          (A) any acquisition or merger or consolidation under 
        this section which would result in a monopoly, or which 
        would be in furtherance of any combination or 
        conspiracy to monopolize or to attempt to monopolize 
        the business of banking in any part of the United 
        States, or
          (B) any other proposed acquisition or merger or 
        consolidation under this section whose effect in any 
        section of the country may be substantially to lessen 
        competition, or to tend to create a monopoly, or which 
        in any other manner would be in restraint or trade, 
        unless it finds that the anticompetitive effects of the 
        proposed transaction are clearly outweighed in the 
        public interest by the probable effect of the 
        transaction in meeting the convenience and needs of the 
        community to be served.
          (2) Banking and community factors.--In every case, 
        the Board shall take into consideration the financial 
        and managerial resources and future prospects of the 
        company or companies and the banks concerned, and the 
        convenience and needs of the community to be served.
          (3) Supervisory factors.--The Board shall disapprove 
        any application under this section by any company if--
                  (A) the company fails to provide the Board 
                with adequate assurances that the company will 
                make available to the Board such information on 
                the operations or activities of the company, 
                and any affiliate of the company, as the Board 
                determines to be appropriate to determine and 
                enforce compliance with this Act; or
                  (B) in the case of an application involving a 
                foreign bank, the foreign bank is not subject 
                to comprehensive supervision or regulation on a 
                consolidated basis by the appropriate 
                authorities in the bank's home country.
          (4) Treatment of certain bank stock loans.--
        Notwithstanding any other provision of law, the Board 
        shall not follow any practice or policy in the 
        consideration of any application for the formation of a 
        one-bank holding company if following such practice or 
        policy would result in the rejection of such 
        application solely because the transaction to form such 
        one-bank holding company involves a bank stock loan 
        which is for a period of not more than twenty-five 
        years. The previous sentence shall not be construed to 
        prohibit the Board from rejecting any application 
        solely because the other financial arrangements are 
        considered unsatisfactory. The Board shall consider 
        transactions involving bank stock loans for the 
        formation of a one-bank holding company having a 
        maturity of twelve years or more on a case by case 
        basis and no such transaction shall be approved if the 
        Board believes the safety or soundness of the bank may 
        be jeopardized.
          (5) Managerial resources.--Consideration of the 
        managerial resources of a company or bank under 
        paragraph (2) shall include consideration of the 
        competence, experience, and integrity of the officers, 
        directors, and principal shareholders of the company or 
        bank.
          (6) Money laundering.--In every case, the Board shall 
        take into consideration the effectiveness of the 
        company or companies in combatting money laundering 
        activities, including in overseas branches.
          (7) Financial stability.--In every case, the Board 
        shall take into consideration the extent to which a 
        proposed acquisition, merger, or consolidation would 
        result in greater or more concentrated risks to the 
        stability of the United States banking or financial 
        system.
  (d) Interstate Banking.--
          (1) Approvals authorized.--
                  (A) Acquisition of banks.--The Board may 
                approve an application under this section by a 
                bank holding company that is well capitalized 
                and well managed to acquire control of, or 
                acquire all or substantially all of the assets 
                of, a bank located in a State other than the 
                home State of such bank holding company, 
                without regard to whether such transaction is 
                prohibited under the law of any State.
                  (B) Preservation of state age laws.--
                          (i) In general.--Notwithstanding 
                        subparagraph (A), the Board may not 
                        approve an application pursuant to such 
                        subparagraph that would have the effect 
                        of permitting an out-of-State bank 
                        holding company to acquire a bank in a 
                        host State that has not been in 
                        existence for the minimum period of 
                        time, if any, specified in the 
                        statutory law of the host State.
                          (ii) Special rule for state age laws 
                        specifying a period of more than 5 
                        years.--Notwithstanding clause (i), the 
                        Board may approve, pursuant to 
                        subparagraph (A), the acquisition of a 
                        bank that has been in existence for at 
                        least 5 years without regard to any 
                        longer minimum period of time specified 
                        in a statutory law of the host State.
                  (C) Shell banks.--For purposes of this 
                subsection, a bank that has been chartered 
                solely for the purpose of, and does not open 
                for business prior to, acquiring control of, or 
                acquiring all or substantially all of the 
                assets of, an existing bank shall be deemed to 
                have been in existence for the same period of 
                time as the bank to be acquired.
                  (D) Effect on state contingency laws.--No 
                provision of this subsection shall be construed 
                as affecting the applicability of a State law 
                that makes an acquisition of a bank contingent 
                upon a requirement to hold a portion of such 
                bank's assets available for call by a State-
                sponsored housing entity established pursuant 
                to State law, if--
                          (i) the State law does not have the 
                        effect of discriminating against out-
                        of-State banks, out-of-State bank 
                        holding companies, or subsidiaries of 
                        such banks or bank holding companies;
                          (ii) that State law was in effect as 
                        of the date of enactment of the Riegle-
                        Neal Interstate Banking and Branching 
                        Efficiency Act of 1994;
                          (iii) the Federal Deposit Insurance 
                        Corporation has not determined that 
                        compliance with such State law would 
                        result in an unacceptable risk to the 
                        Deposit Insurance Fund; and
                          (iv) the appropriate Federal banking 
                        agency for such bank has not found that 
                        compliance with such State law would 
                        place the bank in an unsafe or unsound 
                        condition.
          (2) Concentration limits.--
                  (A) Nationwide concentration limits.--The 
                Board may not approve an application pursuant 
                to paragraph (1)(A) if the applicant (including 
                all insured depository institutions which are 
                affiliates of the applicant) controls, or upon 
                consummation of the acquisition for which such 
                application is filed would control, more than 
                10 percent of the total amount of deposits of 
                insured depository institutions in the United 
                States.
                  (B) Statewide concentration limits other than 
                with respect to initial entries.--The Board may 
                not approve an application pursuant to 
                paragraph (1)(A) if--
                          (i) immediately before the 
                        consummation of the acquisition for 
                        which such application is filed, the 
                        applicant (including any insured 
                        depository institution affiliate of the 
                        applicant) controls any insured 
                        depository institution or any branch of 
                        an insured depository institution in 
                        the home State of any bank to be 
                        acquired or in any host State in which 
                        any such bank maintains a branch; and
                          (ii) the applicant (including all 
                        insured depository institutions which 
                        are affiliates of the applicant), upon 
                        consummation of the acquisition, would 
                        control 30 percent or more of the total 
                        amount of deposits of insured 
                        depository institutions in any such 
                        State.
                  (C) Effectiveness of state deposit caps.--No 
                provision of this subsection shall be construed 
                as affecting the authority of any State to 
                limit, by statute, regulation, or order, the 
                percentage of the total amount of deposits of 
                insured depository institutions in the State 
                which may be held or controlled by any bank or 
                bank holding company (including all insured 
                depository institutions which are affiliates of 
                the bank or bank holding company) to the extent 
                the application of such limitation does not 
                discriminate against out-of-State banks, out-
                of-State bank holding companies, or 
                subsidiaries of such banks or holding
                companies.
                  (D) Exceptions to subparagraph (b).--The 
                Board may approve an application pursuant to 
                paragraph (1)(A) without regard to the 
                applicability of subparagraph (B) with respect 
                to any State if--
                          (i) there is a limitation described 
                        in subparagraph (C) in a State statute, 
                        regulation, or order which has the 
                        effect of permitting a bank or bank 
                        holding company (including all insured 
                        depository institutions which are 
                        affiliates of the bank or bank holding 
                        company) to control a greater 
                        percentage of total deposits of all 
                        insured depository institutions in the 
                        State than the percentage permitted 
                        under subparagraph (B); or
                          (ii) the acquisition is approved by 
                        the appropriate State bank supervisor 
                        of such State and the standard on which 
                        such approval is based does not have 
                        the effect of discriminating against 
                        out-of-State banks, out-of-State bank 
                        holding companies, or subsidiaries of 
                        such banks or holding companies.
                  (E) Deposit defined.--For purposes of this 
                paragraph, the term ``deposit'' has the same 
                meaning as in section 3(l) of the Federal 
                Deposit Insurance Act.
          (3) Community reinvestment compliance.--In 
        determining whether to approve an application under 
        paragraph (1)(A), the Board shall--
                  (A) comply with the responsibilities of the 
                Board regarding such application under section 
                804 of the Community Reinvestment Act of 1977; 
                and
                  (B) take into account the applicant's record 
                of compliance with applicable State community 
                reinvestment laws.
          (4) Applicability of antitrust laws.--No provision of 
        this subsection shall be construed as affecting--
                  (A) the applicability of the antitrust laws; 
                or
                  (B) the applicability, if any, of any State 
                law which is similar to the antitrust laws.
          (5) Exception for banks in default or in danger of 
        default.--The Board may approve an application pursuant 
        to paragraph (1)(A) which involves--
                  (A) an acquisition of 1 or more banks in 
                default or in danger of default; or
                  (B) an acquisition with respect to which 
                assistance is provided under section 13(c) of 
                the Federal Deposit Insurance Act;
        without regard to subparagraph (B) or (D) of paragraph 
        (1) or paragraph (2) or (3).
  (e) Every bank that is a holding company and every bank that 
is a subsidiary of such a company shall become and remain an 
insured depository institution as such term is defined in 
section 3 of the Federal Deposit Insurance Act.
  (f)
  (g) Mutual Bank Holding Company.--
          (1) Establishment.--Notwithstanding any provision of 
        Federal law other than this Act, a savings bank or 
        cooperative bank operating in mutual form may 
        reorganize so as to form a holding company.
          (2) Regulations.--A bank holding company organized as 
        a mutual holding company shall be regulated on terms, 
        and shall be subject to limitations, comparable to 
        those applicable to any other bank holding company.

           *       *       *       *       *       *       *


                               penalties

  Sec. 8. (a) Criminal Penalty.--
          (1) Whoever knowingly violates any provision of this 
        Act or, being a company, violates any regulation or 
        order issued by the Board under this Act, shall be 
        imprisoned not more than 1 year, fined not more than 
        $100,000 per day for each day during which the 
        violation continues, or both.
          (2) Whoever, with the intent to deceive, defraud, or 
        profit significantly, knowingly violates any provision 
        of this Act shall be imprisoned not more than 5 years, 
        fined not more than [$1,000,000] $1,500,000 per day for 
        each day during which the violation continues, or both. 
        Every officer, director, agent, and employee of a bank 
        holding company shall be subject to the same penalties 
        for false entries in any book, report, or statement of 
        such bank holding company as are applicable to 
        officers, directors, agents, and employees of member 
        banks for false entries in any books, reports, or 
        statements of member banks under section 1005 of title 
        18, United States Code.
  (b) Civil Money Penalty.--
          (1) Penalty.--Any company which violates, and any 
        individual who participates in a violation of, any 
        provision of this Act, or any regulation or order 
        issued pursuant thereto, shall forfeit and pay a civil 
        penalty of not more than $25,000 for each day during 
        which such violation continues.
          (2) Assessment; etc.--Any penalty imposed under 
        paragraph (1) may be assessed and collected by the 
        Board in the manner provided in subparagraphs (E), (F), 
        (G), and (I) of section 8(i)(2) of the Federal Deposit 
        Insurance Act for penalties imposed (under such 
        section) and any such assessment shall be subject to 
        the provisions of such section.
          (3) Hearing.--The company or other person against 
        whom any penalty is assessed under this subsection 
        shall be afforded an agency hearing if such association 
        or person submits a request for such hearing within 20 
        days after the issuance of the notice of assessment. 
        Section 8(h) of the Federal Deposit Insurance Act shall 
        apply to any proceeding under this subsection.
          (4) Disbursement.--All penalties collected under 
        authority of this subsection shall be deposited into 
        the Treasury.
          (5) Violate defined.--For purposes of this section, 
        the term ``violate'' includes any action (alone or with 
        another or others) for or toward causing, bringing 
        about, participating in, counseling, or aiding or 
        abetting a violation.
          (6) Regulations.--The Board shall prescribe 
        regulations establishing such procedures as may be 
        necessary to carry out this subsection.
  (c) Notice Under This Section After Separation From 
Service.--The resignation, termination of employment or 
participation, or separation of an institution-affiliated party 
(within the meaning of section 3(u) of the Federal Deposit 
Insurance Act) with respect to a bank holding company 
(including a separation caused by the deregistration of such a 
company) shall not affect the jurisdiction and authority of the 
Board to issue any notice and proceed under this section 
against any such party, if such notice is served before the end 
of the 6-year period beginning on the date such party ceased to 
be such a party with respect to such holding company (whether 
such date occurs before, on, or after the date of the enactment 
of this subsection).
  (d) Penalty for Failure To Make Reports.--
          (1) First tier.--Any company which--
                  (A) maintains procedures reasonably adapted 
                to avoid any inadvertent error and, 
                unintentionally and as a result of such an 
                error--
                          (i) fails to make, submit, or publish 
                        such reports or information as may be 
                        required under this Act or under 
                        regulations prescribed by the Board 
                        pursuant to this Act, within the period 
                        of time specified by the Board; or
                          (ii) submits or publishes any false 
                        or misleading report or information; or
                  (B) inadvertently transmits or publishes any 
                report which is minimally late,
        shall be subject to a penalty of not more than $2,000 
        for each day during which such failure continues or 
        such false or misleading information is not corrected. 
        The company shall have the burden of proving that an 
        error was inadvertent and that a report was 
        inadvertently transmitted or published late.
          (2) Second tier.--Any company which--
                  (A) fails to make, submit, or publish such 
                reports or information as may be required under 
                this Act or under regulations prescribed by the 
                Board pursuant to this Act, within the period 
                of time specified by the Board; or
                  (B) submits or publishes any false or 
                misleading report or information,
        in a manner not described in paragraph (1) shall be 
        subject to a penalty of not more than $20,000 for each 
        day during which such failure continues or such false 
        or misleading information is not corrected.
          (3) Third tier.--Notwithstanding paragraph (2), if 
        any company knowingly or with reckless disregard for 
        the accuracy of any information or report described in 
        paragraph (2) submits or publishes any false or 
        misleading report or information, the Board may, in its 
        discretion, assess a penalty of not more than 
        [$1,000,000] $1,500,000 or 1 percent of total assets of 
        such company, whichever is less, per day for each day 
        during which such failure continues or such false or 
        misleading information is not corrected.
          (4) Assessment; etc.--Any penalty imposed under 
        paragraph (1), (2), or (3) shall be assessed and 
        collected by the Board in the manner provided in 
        subsection (b) (for penalties imposed under such 
        subsection) and any such assessment (including the 
        determination of the amount of the penalty) shall be 
        subject to the provisions of such subsection.
          (5) Hearing.--Any company against which any penalty 
        is assessed under this subsection shall be afforded an 
        agency hearing if such company submits a request for 
        such hearing within 20 days after the issuance of the 
        notice of assessment. Section 8(h) of the Federal 
        Deposit Insurance Act shall apply to any proceeding 
        under this subsection.

           *       *       *       *       *       *       *


SEC. 14. CONCENTRATION LIMITS ON LARGE FINANCIAL FIRMS.

  (a) Definitions.--In this section--
          (1) the term ``Council'' means the Financial 
        Stability Oversight Council;
          [(2) the term ``financial company '' 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;
                  [(E) a nonbank financial company supervised 
                by the Board under title I of the Dodd-Frank 
                Wall Street Reform and Consumer Protection Act; 
                and
                  [(F) a foreign bank or company that is 
                treated as a bank holding company for purposes 
                of this Act; and]
          (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
                  (E) a foreign bank or company that is treated 
                as a bank holding company for purposes of this 
                Act; and
          (3) the term ``liabilities'' means--
                  (A) with respect to a United States 
                [financial company] banking organization--
                          (i) the total risk-weighted assets of 
                        the [financial company] banking 
                        organization, as determined under the 
                        risk-based capital rules applicable to 
                        bank holding companies, as adjusted to 
                        reflect exposures that are deducted 
                        from regulatory capital; less
                          (ii) the total regulatory capital of 
                        the [financial company] banking 
                        organization under the risk-based 
                        capital rules applicable to bank 
                        holding companies; and
                  (B) with respect to a foreign-based 
                [financial company] banking organization--
                          (i) the total risk-weighted assets of 
                        the United States operations of the 
                        [financial company] banking 
                        organization, as determined under the 
                        applicable risk-based capital rules, as 
                        adjusted to reflect exposures that are 
                        deducted from regulatory capital; less
                          (ii) the total regulatory capital of 
                        the United States operations of the 
                        [financial company] banking 
                        organization, as determined under the 
                        applicable risk-based capital rules[; 
                        and].
                  [(C) with respect to an insurance company or 
                other nonbank financial company supervised by 
                the Board, such assets of the company as the 
                Board shall specify by rule, in order to 
                provide for consistent and equitable treatment 
                of such companies.]
  (b) Concentration Limit.--Subject to the recommendations by 
the Council under subsection (e), a [financial company] banking 
organization may not merge or consolidate with, acquire all or 
substantially all of the assets of, or otherwise acquire 
control of, another company, if the total consolidated 
liabilities of the acquiring [financial company] banking 
organization upon consummation of the transaction would exceed 
10 percent of the aggregate consolidated liabilities of all 
[financial companies] banking organizations at the end of the 
calendar year preceding the transaction.
  (c) Exception to Concentration Limit.--With the prior written 
consent of the Board, the concentration limit under subsection 
(b) shall not apply to an acquisition--
          (1) of a bank in default or in danger of default;
          (2) with respect to which assistance is provided by 
        the Federal Deposit Insurance Corporation under section 
        13(c) of the Federal Deposit Insurance Act (12 U.S.C. 
        1823(c)); or
          (3) that would result only in a de minimis increase 
        in the liabilities of the [financial company] banking 
        organization.
  (d) Rulemaking and Guidance.--The Board shall issue 
regulations implementing this section in accordance with the 
recommendations of the Council under subsection (e), including 
the definition of terms, as necessary. The Board may issue 
interpretations or guidance regarding the application of this 
section to an individual [financial company] banking 
organization or to financial companies in general.
  (e) Council Study and Rulemaking.--
          (1) Study and recommendations.--Not later than 6 
        months after the date of enactment of this section, the 
        Council shall--
                  (A) complete a study of the extent to which 
                the concentration limit under this section 
                would affect financial stability, moral hazard 
                in the financial system, the efficiency and 
                competitiveness of United States financial 
                firms and financial markets, and the cost and 
                availability of credit and other financial 
                services to households and businesses in the 
                United States; and
                  (B) make recommendations regarding any 
                modifications to the concentration limit that 
                the Council determines would more effectively 
                implement this section.
          (2) Rulemaking.--Not later than 9 months after the 
        date of completion of the study under paragraph (1), 
        and notwithstanding subsections (b) and (d), the Board 
        shall issue final regulations implementing this 
        section, which shall reflect any recommendations by the 
        Council under paragraph (1)(B).
                              ----------                              


                      TITLE 44, UNITED STATES CODE



           *       *       *       *       *       *       *
CHAPTER 35--COORDINATION OF FEDERAL INFORMATION POLICY

           *       *       *       *       *       *       *


SUBCHAPTER I--FEDERAL INFORMATION POLICY

           *       *       *       *       *       *       *


Sec. 3502. Definitions

   As used in this subchapter--
          (1) the term ``agency'' means any executive 
        department, military department, Government 
        corporation, Government controlled corporation, or 
        other establishment in the executive branch of the 
        Government (including the Executive Office of the 
        President), or any independent regulatory agency, but 
        does not include--
                  (A) the General Accounting Office;
                  (B) Federal Election Commission;
                  (C) the governments of the District of 
                Columbia and of the territories and possessions 
                of the United States, and their various 
                subdivisions; or
                  (D) Government-owned contractor-operated 
                facilities, including laboratories engaged in 
                national defense research and production 
                activities;
          (2) the term ``burden'' means time, effort, or 
        financial resources expended by persons to generate, 
        maintain, or provide information to or for a Federal 
        agency, including the resources expended for--
                  (A) reviewing instructions;
                  (B) acquiring, installing, and utilizing 
                technology and systems;
                  (C) adjusting the existing ways to comply 
                with any previously applicable instructions and 
                requirements;
                  (D) searching data sources;
                  (E) completing and reviewing the collection 
                of information; and
                  (F) transmitting, or otherwise disclosing the 
                information;
          (3) the term ``collection of information''--
                  (A) means the obtaining, causing to be 
                obtained, soliciting, or requiring the 
                disclosure to third parties or the public, of 
                facts or opinions by or for an agency, 
                regardless of form or format, calling for 
                either--
                          (i) answers to identical questions 
                        posed to, or identical reporting or 
                        recordkeeping requirements imposed on, 
                        ten or more persons, other than 
                        agencies, instrumentalities, or 
                        employees of the United States; or
                          (ii) answers to questions posed to 
                        agencies, instrumentalities, or 
                        employees of the United States which 
                        are to be used for general statistical 
                        purposes; and
                  (B) shall not include a collection of 
                information described under section 3518(c)(1);
          (4) the term ``Director'' means the Director of the 
        Office of Management and Budget;
          (5) the term ``independent regulatory agency'' means 
        the Board of Governors of the Federal Reserve System, 
        the Commodity Futures Trading Commission, the Consumer 
        Product Safety Commission, the Federal Communications 
        Commission, the Federal Deposit Insurance Corporation, 
        the Federal Energy Regulatory Commission, the Federal 
        Housing Finance Agency, the Federal Maritime 
        Commission, the Federal Trade Commission, the 
        Interstate Commerce Commission, the Mine Enforcement 
        Safety and Health Review Commission, the National Labor 
        Relations Board, the Nuclear Regulatory Commission, the 
        Occupational Safety and Health Review Commission, the 
        Postal Regulatory Commission, the Securities and 
        Exchange Commission, the Bureau of Consumer Financial 
        Protection, [the Office of Financial Research,] Office 
        of the Comptroller of the Currency, and any other 
        similar agency designated by statute as a Federal 
        independent regulatory agency or commission;
          (6) the term ``information resources'' means 
        information and related resources, such as personnel, 
        equipment, funds, and information technology;
          (7) the term ``information resources management'' 
        means the process of managing information resources to 
        accomplish agency missions and to improve agency 
        performance, including through the reduction of 
        information collection burdens on the public;
          (8) the term ``information system'' means a discrete 
        set of information resources organized for the 
        collection, processing, maintenance, use, sharing, 
        dissemination, or disposition of information;
          (9) the term ``information technology'' has the 
        meaning given that term in section 11101 of title 40 
        but does not include national security systems as 
        defined in section 11103 of title 40;
          (10) the term ``person'' means an individual, 
        partnership, association, corporation, business trust, 
        or legal representative, an organized group of 
        individuals, a State, territorial, tribal, or local 
        government or branch thereof, or a political 
        subdivision of a State, territory, tribal, or local 
        government or a branch of a political subdivision;
          (11) the term ``practical utility'' means the ability 
        of an agency to use information, particularly the 
        capability to process such information in a timely and 
        useful fashion;
          (12) the term ``public information'' means any 
        information, regardless of form or format, that an 
        agency discloses, disseminates, or makes available to 
        the public;
          (13) the term ``recordkeeping requirement'' means a 
        requirement imposed by or for an agency on persons to 
        maintain specified records, including a requirement 
        to--
                  (A) retain such records;
                  (B) notify third parties, the Federal 
                Government, or the public of the existence of 
                such records;
                  (C) disclose such records to third parties, 
                the Federal Government, or the public; or
                  (D) report to third parties, the Federal 
                Government, or the public regarding such 
                records; and
          (14) the term ``penalty'' includes the imposition by 
        an agency or court of a fine or other punishment; a 
        judgment for monetary damages or equitable relief; or 
        the revocation, suspension, reduction, or denial of a 
        license, privilege, right, grant, or benefit.

           *       *       *       *       *       *       *


Sec. 3513. Director review of agency activities; reporting; agency 
                    response

  (a) In consultation with the Administrator of General 
Services, the Archivist of the United States, the Director of 
the National Institute of Standards and Technology, and the 
Director of the Office of Personnel Management, the Director 
shall periodically review selected agency information resources 
management activities to ascertain the efficiency and 
effectiveness of such activities to improve agency performance 
and the accomplishment of agency missions.
  (b) Each agency having an activity reviewed under subsection 
(a) shall, within 60 days after receipt of a report on the 
review, provide a written plan to the Director describing steps 
(including milestones) to--
          (1) be taken to address information resources 
        management problems identified in the report; and
          (2) improve agency performance and the accomplishment 
        of agency missions.
  (c) Comparable Treatment.--Notwithstanding any other 
provision of law, the Director shall treat or review a rule or 
order prescribed or proposed by the [Director of the Bureau] 
Consumer Financial Opportunity Commission of Consumer Financial 
Protection on the same terms and conditions as apply to any 
rule or order prescribed or proposed by the Board of Governors 
of the Federal Reserve System.

           *       *       *       *       *       *       *

                              ----------                              


       DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

  (a) Short Title.--This Act may be cited as the ``Dodd-Frank 
Wall Street Reform and Consumer Protection Act''.
  (b) Table of Contents.--The table of contents for this Act is 
as follows:

     * * * * * * *

                      TITLE I--FINANCIAL STABILITY

     * * * * * * *

            Subtitle A--Financial Stability Oversight Council

     * * * * * * *
[Sec. 113. Authority to require supervision and regulation of certain 
          nonbank financial companies.
[Sec. 114. Registration of nonbank financial companies supervised by the 
          Board of Governors.
[Sec. 115. Enhanced supervision and prudential standards for nonbank 
          financial companies supervised by the Board of Governors and 
          certain bank holding companies.
[Sec. 116. Reports.
[Sec. 117. Treatment of certain companies that cease to be bank holding 
          companies.]
     * * * * * * *
[Sec. 119. Resolution of supervisory jurisdictional disputes among 
          member agencies.
[Sec. 120. Additional standards applicable to activities or practices 
          for financial stability purposes.
[Sec. 121. Mitigation of risks to financial stability.]
     * * * * * * *

                [Subtitle B--Office of Financial Research

[Sec. 151. Definitions.
[Sec. 152. Office of Financial Research established.
[Sec. 153. Purpose and duties of the Office.
[Sec. 154. Organizational structure; responsibilities of primary 
          programmatic units.
[Sec. 155. Funding.
[Sec. 156. Transition oversight. ]

Subtitle C--Additional Board of Governors Authority for Certain Nonbank 
             Financial Companies and Bank Holding Companies

[Sec. 161. Reports by and examinations of nonbank financial companies by 
          the Board of Governors.
[Sec. 162. Enforcement.]
     * * * * * * *
[Sec. 164. Prohibition against management interlocks between certain 
          financial companies.]
     * * * * * * *
[Sec. 166. Early remediation requirements.
[Sec. 167. Affiliations.
[Sec. 168. Regulations.]
     * * * * * * *
[Sec. 170. Safe harbor.]
     * * * * * * *
[Sec. 172. Examination and enforcement actions for insurance and orderly 
          liquidation purposes.]
     * * * * * * *
[Sec. 174. Studies and reports on holding company capital requirements.
[Sec. 175. International policy coordination.]
     * * * * * * *

                [TITLE II--ORDERLY LIQUIDATION AUTHORITY

[Sec. 201. Definitions.
[Sec. 202. Judicial review.
[Sec. 203. Systemic risk determination.
[Sec. 204. Orderly liquidation of covered financial companies.
[Sec. 205. Orderly liquidation of covered brokers and dealers.
[Sec. 206. Mandatory terms and conditions for all orderly liquidation 
          actions.
[Sec. 207. Directors not liable for acquiescing in appointment of 
          receiver.
[Sec. 208. Dismissal and exclusion of other actions.
[Sec. 209. Rulemaking; non-conflicting law.
[Sec. 210. Powers and duties of the Corporation.
[Sec. 211. Miscellaneous provisions.
[Sec. 212. Prohibition of circumvention and prevention of conflicts of 
          interest.
[Sec. 213. Ban on certain activities by senior executives and directors.
[Sec. 214. Prohibition on taxpayer funding.
[Sec. 215. Study on secured creditor haircuts.
[Sec. 216. Study on bankruptcy process for financial and nonbank 
          financial institutions
[Sec. 217. Study on international coordination relating to bankruptcy 
          process for nonbank financial institutions]
     * * * * * * *

       TITLE IV--REGULATION OF ADVISERS TO HEDGE FUNDS AND OTHERS

     * * * * * * *
[Sec. 412. Adjusting the accredited investor standard.
[Sec. 413. GAO study and report on accredited investors.]
     * * * * * * *
[Sec. 415. Commission study and report on short selling.
[Sec. 416. Transition period.
[Sec. 417. Commission study and report on short selling.]
     * * * * * * *

  TITLE VI--IMPROVEMENTS TO REGULATION OF BANK AND SAVINGS ASSOCIATION 
              HOLDING COMPANIES AND DEPOSITORY INSTITUTIONS

     * * * * * * *
[Sec. 603. Moratorium and study on treatment of credit card banks, 
          industrial loan companies, and certain other companies under 
          the Bank Holding Company Act of 1956.]
     * * * * * * *
[Sec. 618. Securities holding companies.
[Sec. 619. Prohibitions on proprietary trading and certain relationships 
          with hedge funds and private equity funds.
[Sec. 620. Study of bank investment activities.
[Sec. 621. Conflicts of interest.]
     * * * * * * *

       [TITLE VIII--PAYMENT, CLEARING, AND SETTLEMENT SUPERVISION

[Sec. 801. Short title.
[Sec. 802. Findings and purposes.
[Sec. 803. Definitions.
[Sec. 804. Designation of systemic importance.
[Sec. 805. Standards for systemically important financial market 
          utilities and payment, clearing, or settlement activities.
[Sec. 806. Operations of designated financial market utilities.
[Sec. 807. Examination of and enforcement actions against designated 
          financial market utilities.
[Sec. 808. Examination of and enforcement actions against financial 
          institutions subject to standards for designated activities.
[Sec. 809. Requests for information, reports, or records.
[Sec. 810. Rulemaking.
[Sec. 811. Other authority.
[Sec. 812. Consultation.
[Sec. 813. Common framework for designated clearing entity risk 
          management.
[Sec. 814. Effective date.]
     * * * * * * *

  TITLE IX--INVESTOR PROTECTIONS AND IMPROVEMENTS TO THE REGULATION OF 
                               SECURITIES

     * * * * * * *

               Subtitle A--Increasing Investor Protection

     * * * * * * *
[Sec. 912. Clarification of authority of the Commission to engage in 
          investor testing.]
     * * * * * * *
[Sec. 914. Study on enhancing investment adviser examinations.]
     * * * * * * *
[Sec. 917. Study regarding financial literacy among investors.
[Sec. 918. Study regarding mutual fund advertising.]
     * * * * * * *
[Sec. 919A. Study on conflicts of interest.
[Sec. 919B. Study on improved investor access to information on 
          investment advisers and broker-dealers.
[Sec. 919C. Study on financial planners and the use of financial 
          designations.]
     * * * * * * *

       Subtitle B--Increasing Regulatory Enforcement and Remedies

[Sec. 921. Authority to restrict mandatory pre-dispute arbitration.]
     * * * * * * *
[Sec. 929T. Equal treatment of self-regulatory organization rules.]
     * * * * * * *
[Sec. 929X. Short sale reforms.
[Sec. 929Y. Study on extraterritorial private rights of action.
[Sec. 929Z. GAO study on securities litigation.]

  Subtitle C--Improvements to the Regulation of Credit Rating Agencies

[Sec. 931. Findings. ]
     * * * * * * *
[Sec. 933. State of mind in private actions.]
     * * * * * * *
[Sec. 937. Timing of regulations.]
     * * * * * * *
[Sec. 939B. Elimination of exemption from fair disclosure rule.
[Sec. 939C. Securities and Exchange Commission study on strengthening 
          credit rating agency independence.
[Sec. 939D. Government Accountability Office study on alternative 
          business models.
[Sec. 939E. Government Accountability Office study on the creation of an 
          independent professional analyst organization.
[Sec. 939F. Study and rulemaking on assigned credit ratings.
[Sec. 939G. Effect of Rule 436(g).
[Sec. 939H. Sense of Congress.]

   Subtitle D--Improvements to the Asset-Backed Securitization Process

     * * * * * * *
[Sec. 946. Study on the macroeconomic effects of risk retention 
          requirements.]

          Subtitle E--Accountability and Executive Compensation

     * * * * * * *
[Sec. 955. Disclosure regarding employee and director hedging.
[Sec. 956. Enhanced compensation structure reporting.]
     * * * * * * *

    Subtitle F--Improvements to the Management of the Securities and 
                           Exchange Commission

     * * * * * * *
[Sec. 964. Report on oversight of national securities associations.
[Sec. 965. Compliance examiners.]
     * * * * * * *
[Sec. 968. Study on SEC revolving door.]

             Subtitle G--Strengthening Corporate Governance

[Sec. 971. Proxy access.
[Sec. 972. Disclosures regarding chairman and CEO structures.]

                    Subtitle H--Municipal Securities

     * * * * * * *
[Sec. 976. Government Accountability Office study of increased 
          disclosure to investors.
[Sec. 977. Government Accountability Office study on the municipal 
          securities markets.
[Sec. 978. Funding for Governmental Accounting Standards Board.]
     * * * * * * *

    Subtitle I--Public Company Accounting Oversight Board, Portfolio 
                      Margining, and Other Matters

     * * * * * * *
[Sec. 984. Loan or borrowing of securities.]
     * * * * * * *
[Sec. 989. Government Accountability Office study on proprietary 
          trading.
[Sec. 989A. Senior investor protections.]
     * * * * * * *
[Sec. 989F. GAO study of person to person lending.]
     * * * * * * *
[Sec. 989I. GAO study regarding exemption for smaller issuers.]
     * * * * * * *

            TITLE X--BUREAU OF CONSUMER FINANCIAL PROTECTION

     * * * * * * *

           Subtitle A--Bureau of Consumer Financial Protection

Sec. 1011. Establishment of the [Bureau of Consumer Financial 
          Protection] Consumer Financial Opportunity Commission.
     * * * * * * *
Sec.1014A. Advisory Boards.
     * * * * * * *

                Subtitle B--General Powers of the Bureau

     * * * * * * *
[Sec. 1023. Review of Bureau regulations.]
     * * * * * * *
[Sec. 1028. Authority to restrict mandatory pre-dispute arbitration.]
     * * * * * * *

                   Subtitle G--Regulatory Improvements

     * * * * * * *
[Sec. 1075. Reasonable fees and rules for payment card transactions.]
     * * * * * * *

               TITLE XI--FEDERAL RESERVE SYSTEM PROVISIONS

     * * * * * * *
[Sec. 1104. Liquidity event determination.
[Sec. 1105. Emergency financial stabilization.
[Sec. 1106. Additional related amendments.]
     * * * * * * *

                   TITLE XV--MISCELLANEOUS PROVISIONS

     * * * * * * *
[Sec. 1502. Conflict minerals.
[Sec. 1503. Reporting requirements regarding coal or other mine safety.
[Sec. 1504. Disclosure of payments by resource extraction issuers.
[Sec. 1505. Study by the Comptroller General.
[Sec. 1506. Study on core deposits and brokered deposits.]

           *       *       *       *       *       *       *


TITLE I--FINANCIAL STABILITY

           *       *       *       *       *       *       *


           Subtitle A--Financial Stability Oversight Council

SEC. 111. FINANCIAL STABILITY OVERSIGHT COUNCIL ESTABLISHED.

  (a) Establishment.--Effective on the date of enactment of 
this Act, there is established the Financial Stability 
Oversight Council.
  (b) Membership.--The Council shall consist of the following 
members:
          (1) Voting members.--The voting members, who shall 
        each have 1 vote on the Council shall be--
                  (A) the Secretary of the Treasury, who shall 
                serve as Chairperson of the Council;
                  (B) the Chairman of the Board of Governors;
                  (C) the Comptroller of the Currency;
                  (D) the Director of the Bureau;
                  (E) the Chairman of the Commission;
                  (F) the Chairperson of the Corporation;
                  (G) the Chairperson of the Commodity Futures 
                Trading Commission;
                  (H) the Director of the Federal Housing 
                Finance Agency;
                  (I) the Chairman of the National Credit Union 
                Administration Board; and
                  [(J) an independent member appointed by the 
                President, by and with the advice and consent 
                of the Senate, having insurance expertise.]
                  (J) the Independent Insurance Advocate 
                appointed pursuant to section 313 of title 31, 
                United States Code.
          (2) Nonvoting members.--The nonvoting members, who 
        shall serve in an advisory capacity as a nonvoting 
        member of the Council, shall be--
                  (A) the Director of the Office of Financial 
                Research;
                  (B) the Director of the Federal Insurance 
                Office;
                  (C) a State insurance commissioner, to be 
                designated by a selection process determined by 
                the State insurance commissioners;
                  (D) a State banking supervisor, to be 
                designated by a selection process determined by 
                the State banking supervisors; and
                  (E) a State securities commissioner (or an 
                officer performing like functions), to be 
                designated by a selection process determined by 
                such State securities commissioners.
          (3) Nonvoting member participation.--The nonvoting 
        members of the Council shall not be excluded from any 
        of the proceedings, meetings, discussions, or 
        deliberations of the Council, except that the 
        Chairperson may, upon an affirmative vote of the member 
        agencies, exclude the nonvoting members from any of the 
        proceedings, meetings, discussions, or deliberations of 
        the Council when necessary to safeguard and promote the 
        free exchange of confidential supervisory information.
  (c) Terms; Vacancy.--
          (1) Terms.--The independent member of the Council 
        shall serve for a term of 6 years, and each nonvoting 
        member described in subparagraphs (C), (D), and (E) of 
        subsection (b)(2) shall serve for a term of 2 years.
          (2) Vacancy.--Any vacancy on the Council shall be 
        filled in the manner in which the original appointment 
        was made.
          (3) Acting officials may serve.--In the event of a 
        vacancy in the office of the head of a member agency or 
        department, and pending the appointment of a successor, 
        or during the absence or disability of the head of a 
        member agency or department, the acting head of the 
        member agency or department shall serve as a member of 
        the Council in the place of that agency or department 
        head.
  (d) Technical and Professional Advisory Committees.--The 
Council may appoint such special advisory, technical, or 
professional committees as may be useful in carrying out the 
functions of the Council, including an advisory committee 
consisting of State regulators, and the members of such 
committees may be members of the Council, or other persons, or 
both.
  (e) Meetings.--
          (1) Timing.--The Council shall meet at the call of 
        the Chairperson or a majority of the members then 
        serving, but not less frequently than quarterly.
          (2) Rules for conducting business.--The Council shall 
        adopt such rules as may be necessary for the conduct of 
        the business of the Council. Such rules shall be rules 
        of agency organization, procedure, or practice for 
        purposes of section 553 of title 5, United States Code.
  (f) Voting.--Unless otherwise specified, the Council shall 
make all decisions that it is authorized or required to make by 
a majority vote of the voting members then serving.
  (g) Nonapplicability of FACA.--The Federal Advisory Committee 
Act (5 U.S.C. App.) shall not apply to the Council, or to any 
special advisory, technical, or professional committee 
appointed by the Council, except that, if an advisory, 
technical, or professional committee has one or more members 
who are not employees of or affiliated with the United States 
Government, the Council shall publish a list of the names of 
the members of such committee.
  (h) Assistance From Federal Agencies.--Any department or 
agency of the United States may provide to the Council and any 
special advisory, technical, or professional committee 
appointed by the Council, such services, funds, facilities, 
staff, and other support services as the Council may determine 
advisable.
  (i) Compensation of Members.--
          (1) Federal employee members.--All members of the 
        Council who are officers or employees of the United 
        States shall serve without compensation in addition to 
        that received for their services as officers or 
        employees of the United States.
          (2) Compensation for non-federal member.--Section 
        5314 of title 5, United States Code, is amended by 
        adding at the end the following:``Independent Member of 
        the Financial Stability Oversight Council (1).''.
  (j) Detail of Government Employees.--Any employee of the 
Federal Government may be detailed to the Council without 
reimbursement, and such detail shall be without interruption or 
loss of civil service status or privilege. An employee of the 
Federal Government detailed to the Council shall report to and 
be subject to oversight by the Council during the assignment to 
the Council, and shall be compensated by the department or 
agency from which the employee was detailed.

           *       *       *       *       *       *       *


                Subtitle B--Office of Financial Research

SEC. 151. DEFINITIONS.

  For purposes of this subtitle--
          (1) the terms ``Office'' and ``Director'' mean the 
        Office of Financial Research established under this 
        subtitle and the Director thereof, respectively;
          [(2) the term ``financial company'' has the same 
        meaning as in title II, and includes an insured 
        depository institution and an insurance company;]
          (2) the term ``financial company'' means--
                  (A) any company that is incorporated or 
                organized under any provision of Federal law or 
                the laws of any State;
                  (B) any company that is--
                          (i) a bank holding company, as 
                        defined in section 2(a) of the Bank 
                        Holding Company Act of 1956 (12 U.S.C. 
                        1841(a));
                          (ii) a nonbank financial company 
                        supervised by the Board of Governors;
                          (iii) any company that is 
                        predominantly engaged in activities 
                        that the Board of Governors has 
                        determined are financial in nature or 
                        incidental thereto for purposes of 
                        section 4(k) of the Bank Holding 
                        Company Act of 1956 (12 U.S.C. 1843(k)) 
                        other than a company described in 
                        clause (i) or (ii); or
                          (iv) any subsidiary of any company 
                        described in any of clauses (i) through 
                        (iii) that is predominantly engaged in 
                        activities that the Board of Governors 
                        has determined are financial in nature 
                        or incidental thereto for purposes of 
                        section 4(k) of the Bank Holding 
                        Company Act of 1956 (12 U.S.C. 1843(k)) 
                        (other than a subsidiary that is an 
                        insured depository institution or an 
                        insurance company);
                  (C) any company that is not a Farm Credit 
                System institution chartered under and subject 
                to the provisions of the Farm Credit Act of 
                1971, as amended (12 U.S.C. 2001 et seq.), a 
                governmental entity, or a regulated entity, as 
                defined under section 1303(20) of the Federal 
                Housing Enterprises Financial Safety and 
                Soundness Act of 1992 (12 U.S.C. 4502(20)); and
                  (D) includes an insured depository 
                institution and an insurance company;
          (3) the term ``Data Center'' means the data center 
        established under section 154;
          (4) the term ``Research and Analysis Center'' means 
        the research and analysis center established under 
        section 154;
          (5) the term ``financial transaction data'' means the 
        structure and legal description of a financial 
        contract, with sufficient detail to describe the rights 
        and obligations between counterparties and make 
        possible an independent valuation;
          (6) the term ``position data''--
                  (A) means data on financial assets or 
                liabilities held on the balance sheet of a 
                financial company, where positions are created 
                or changed by the execution of a financial 
                transaction; and
                  (B) includes information that identifies 
                counterparties, the valuation by the financial 
                company of the position, and information that 
                makes possible an independent valuation of the 
                position;
          (7) the term ``financial contract'' means a legally 
        binding agreement between 2 or more counterparties, 
        describing rights and obligations relating to the 
        future delivery of items of intrinsic or extrinsic 
        value among the counterparties; and
          (8) the term ``financial instrument'' means a 
        financial contract in which the terms and conditions 
        are publicly available, and the roles of one or more of 
        the counterparties are assignable without the consent 
        of any of the other counterparties (including common 
        stock of a publicly traded company, government bonds, 
        or exchange traded futures and options contracts).

           *       *       *       *       *       *       *


Subtitle C--Additional Board of Governors Authority for Certain Nonbank 
Financial Companies and Bank Holding Companies

           *       *       *       *       *       *       *


SEC. 165. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS FOR NONBANK 
                    FINANCIAL COMPANIES SUPERVISED BY THE BOARD OF 
                    GOVERNORS AND CERTAIN BANK HOLDING COMPANIES.

  (a) In General.--
          (1) Purpose.--In order to prevent or mitigate risks 
        to the financial stability of the United States that 
        could arise from the material financial distress or 
        failure, or ongoing activities, of large, 
        interconnected financial institutions, the Board of 
        Governors shall, on its own or pursuant to 
        recommendations by the Council under section 115, 
        establish prudential standards for nonbank financial 
        companies supervised by the Board of Governors and bank 
        holding companies with total consolidated assets equal 
        to or greater than $50,000,000,000 that--
                  (A) are more stringent than the standards and 
                requirements applicable to nonbank financial 
                companies and bank holding companies that do 
                not present similar risks to the financial 
                stability of the United States; and
                  (B) increase in stringency, based on the 
                considerations identified in subsection (b)(3).
          (2) Tailored application.--
                  (A) In general.--In prescribing more 
                stringent prudential standards under this 
                section, the Board of Governors may, on its own 
                or pursuant to a recommendation by the Council 
                in accordance with section 115, differentiate 
                among companies on an individual basis or by 
                category, taking into consideration their 
                capital structure, riskiness, complexity, 
                financial activities (including the financial 
                activities of their subsidiaries), size, and 
                any other risk-related factors that the Board 
                of Governors deems appropriate.
                  (B) Adjustment of threshold for application 
                of certain standards.--The Board of Governors 
                may, pursuant to a recommendation by the 
                Council in accordance with section 115, 
                establish an asset threshold above 
                $50,000,000,000 for the application of any 
                standard established under subsections (c) 
                through (g).
  (b) Development of Prudential Standards.--
          (1) In general.--
                  (A) Required standards.--The Board of 
                Governors shall establish prudential standards 
                for nonbank financial companies supervised by 
                the Board of Governors and bank holding 
                companies described in subsection (a), that 
                shall include--
                          (i) risk-based capital requirements 
                        and leverage limits, unless the Board 
                        of Governors, in consultation with the 
                        Council, determines that such 
                        requirements are not appropriate for a 
                        company subject to more stringent 
                        prudential standards because of the 
                        activities of such company (such as 
                        investment company activities or assets 
                        under management) or structure, in 
                        which case, the Board of Governors 
                        shall apply other standards that result 
                        in similarly stringent risk controls;
                          (ii) liquidity requirements;
                          (iii) overall risk management 
                        requirements;
                          (iv) resolution plan and credit 
                        exposure report requirements; and
                          (v) concentration limits.
                  (B) Additional standards authorized.--The 
                Board of Governors may establish additional 
                prudential standards for nonbank financial 
                companies supervised by the Board of Governors 
                and bank holding companies described in 
                subsection (a), that include--
                          (i) a contingent capital requirement;
                          (ii) enhanced public disclosures;
                          (iii) short-term debt limits; and
                          (iv) such other prudential standards 
                        as the Board or Governors, on its own 
                        or pursuant to a recommendation made by 
                        the Council in accordance with section 
                        115, determines are appropriate.
          (2) Standards for foreign financial companies.--In 
        applying the standards set forth in paragraph (1) to 
        any foreign nonbank financial company supervised by the 
        Board of Governors or foreign-based bank holding 
        company, the Board of Governors shall--
                  (A) give due regard to the principle of 
                national treatment and equality of competitive 
                opportunity; and
                  (B) take into account the extent to which the 
                foreign financial company is subject on a 
                consolidated basis to home country standards 
                that are comparable to those applied to 
                financial companies in the United States.
          (3) Considerations.--In prescribing prudential 
        standards under paragraph (1), the Board of Governors 
        shall--
                  (A) take into account differences among 
                nonbank financial companies supervised by the 
                Board of Governors and bank holding companies 
                described in subsection (a), based on--
                          (i) the factors described in 
                        subsections (a) and (b) of section 113;
                          (ii) whether the company owns an 
                        insured depository institution;
                          (iii) nonfinancial activities and 
                        affiliations of the company; and
                          (iv) any other risk-related factors 
                        that the Board of Governors determines 
                        appropriate;
                  (B) to the extent possible, ensure that small 
                changes in the factors listed in subsections 
                (a) and (b) of section 113 would not result in 
                sharp, discontinuous changes in the prudential 
                standards established under paragraph (1) of 
                this subsection;
                  (C) take into account any recommendations of 
                the Council under section 115; and
                  (D) adapt the required standards as 
                appropriate in light of any predominant line of 
                business of such company, including assets 
                under management or other activities for which 
                particular standards may not be appropriate.
          (4) Consultation.--Before imposing prudential 
        standards or any other requirements pursuant to this 
        section, including notices of deficiencies in 
        resolution plans and more stringent requirements or 
        divestiture orders resulting from such notices, that 
        are likely to have a significant impact on a 
        functionally regulated subsidiary or depository 
        institution subsidiary of a nonbank financial company 
        supervised by the Board of Governors or a bank holding 
        company described in subsection (a), the Board of 
        Governors shall consult with each Council member that 
        primarily supervises any such subsidiary with respect 
        to any such standard or requirement.
          (5) Report.--The Board of Governors shall submit an 
        annual report to Congress regarding the implementation 
        of the prudential standards required pursuant to 
        paragraph (1), including the use of such standards to 
        mitigate risks to the financial stability of the United 
        States.
  (c) Contingent Capital.--
          (1) In general.--Subsequent to submission by the 
        Council of a report to Congress under section 115(c), 
        the Board of Governors may issue regulations that 
        require each nonbank financial company supervised by 
        the Board of Governors and bank holding companies 
        described in subsection (a) to maintain a minimum 
        amount of contingent capital that is convertible to 
        equity in times of financial stress.
          (2) Factors to consider.--In issuing regulations 
        under this subsection, the Board of Governors shall 
        consider--
                  (A) the results of the study undertaken by 
                the Council, and any recommendations of the 
                Council, under section 115(c);
                  (B) an appropriate transition period for 
                implementation of contingent capital under this 
                subsection;
                  (C) the factors described in subsection 
                (b)(3)(A);
                  (D) capital requirements applicable to the 
                nonbank financial company supervised by the 
                Board of Governors or a bank holding company 
                described in subsection (a), and subsidiaries 
                thereof; and
                  (E) any other factor that the Board of 
                Governors deems appropriate.
  (d) Resolution Plan and Credit Exposure Reports.--
          (1) Resolution plan.--The Board of Governors shall 
        require each nonbank financial company supervised by 
        the Board of Governors and bank holding companies 
        described in subsection (a) to report periodically to 
        the Board of Governors, the Council, and the 
        Corporation the plan of such company for rapid and 
        orderly resolution in the event of material financial 
        distress or failure, which shall include--
                  (A) information regarding the manner and 
                extent to which any insured depository 
                institution affiliated with the company is 
                adequately protected from risks arising from 
                the activities of any nonbank subsidiaries of 
                the company;
                  (B) full descriptions of the ownership 
                structure, assets, liabilities, and contractual 
                obligations of the company;
                  (C) identification of the cross-guarantees 
                tied to different securities, identification of 
                major counterparties, and a process for 
                determining to whom the collateral of the 
                company is pledged; and
                  (D) any other information that the Board of 
                Governors and the Corporation jointly require 
                by rule or order.
          (2) Credit exposure report.--The Board of Governors 
        shall require each nonbank financial company supervised 
        by the Board of Governors and bank holding companies 
        described in subsection (a) to report periodically to 
        the Board of Governors, the Council, and the 
        Corporation on--
                  (A) the nature and extent to which the 
                company has credit exposure to other 
                significant nonbank financial companies and 
                significant bank holding companies; and
                  (B) the nature and extent to which other 
                significant nonbank financial companies and 
                significant bank holding companies have credit 
                exposure to that company.
          (3) Review.--The Board of Governors and the 
        Corporation shall review the information provided in 
        accordance with this subsection by each nonbank 
        financial company supervised by the Board of Governors 
        and bank holding company described in subsection (a).
          (4) Notice of deficiencies.--If the Board of 
        Governors and the Corporation jointly determine, based 
        on their review under paragraph (3), that the 
        resolution plan of a nonbank financial company 
        supervised by the Board of Governors or a bank holding 
        company described in subsection (a) is not credible or 
        would not facilitate an orderly resolution of the 
        company under title 11, United States Code--
                  (A) the Board of Governors and the 
                Corporation shall notify the company of the 
                deficiencies in the resolution plan; and
                  (B) the company shall resubmit the resolution 
                plan within a timeframe determined by the Board 
                of Governors and the Corporation, with 
                revisions demonstrating that the plan is 
                credible and would result in an orderly 
                resolution under title 11, United States Code, 
                including any proposed changes in business 
                operations and corporate structure to 
                facilitate implementation of the plan.
          (5) Failure to resubmit credible plan.--
                  (A) In general.--If a nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in subsection 
                (a) fails to timely resubmit the resolution 
                plan as required under paragraph (4), with such 
                revisions as are required under subparagraph 
                (B), the Board of Governors and the Corporation 
                may jointly impose more stringent capital, 
                leverage, or liquidity requirements, or 
                restrictions on the growth, activities, or 
                operations of the company, or any subsidiary 
                thereof, until such time as the company 
                resubmits a plan that remedies the 
                deficiencies.
                  (B) Divestiture.--The Board of Governors and 
                the Corporation, in consultation with the 
                Council, may jointly direct a nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in subsection 
                (a), by order, to divest certain assets or 
                operations identified by the Board of Governors 
                and the Corporation, to facilitate an orderly 
                resolution of such company under title 11, 
                United States Code, in the event of the failure 
                of such company, in any case in which--
                          (i) the Board of Governors and the 
                        Corporation have jointly imposed more 
                        stringent requirements on the company 
                        pursuant to subparagraph (A); and
                          (ii) the company has failed, within 
                        the 2-year period beginning on the date 
                        of the imposition of such requirements 
                        under subparagraph (A), to resubmit the 
                        resolution plan with such revisions as 
                        were required under paragraph (4)(B).
          (6) No limiting effect.--A resolution plan submitted 
        in accordance with this subsection shall not be binding 
        on a bankruptcy court[, a receiver appointed under 
        title II,] or any other authority that is authorized or 
        required to resolve the nonbank financial company 
        supervised by the Board, any bank holding company, or 
        any subsidiary or affiliate of the foregoing.
          (7) No private right of action.--No private right of 
        action may be based on any resolution plan submitted in 
        accordance with this subsection.
          (8) Rules.--Not later than 18 months after the date 
        of enactment of this Act, the Board of Governors and 
        the Corporation shall jointly issue final rules 
        implementing this subsection.
  (e) Concentration Limits.--
          (1) Standards.--In order to limit the risks that the 
        failure of any individual company could pose to a 
        nonbank financial company supervised by the Board of 
        Governors or a bank holding company described in 
        subsection (a), the Board of Governors, by regulation, 
        shall prescribe standards that limit such risks.
          (2) Limitation on credit exposure.--The regulations 
        prescribed by the Board of Governors under paragraph 
        (1) shall prohibit each nonbank financial company 
        supervised by the Board of Governors and bank holding 
        company described in subsection (a) from having credit 
        exposure to any unaffiliated company that exceeds 25 
        percent of the capital stock and surplus (or such lower 
        amount as the Board of Governors may determine by 
        regulation to be necessary to mitigate risks to the 
        financial stability of the United States) of the 
        company.
          (3) Credit exposure.--For purposes of paragraph (2), 
        ``credit exposure'' to a company means--
                  (A) all extensions of credit to the company, 
                including loans, deposits, and lines of credit;
                  (B) all repurchase agreements and reverse 
                repurchase agreements with the company, and all 
                securities borrowing and lending transactions 
                with the company, to the extent that such 
                transactions create credit exposure for the 
                nonbank financial company supervised by the 
                Board of Governors or a bank holding company 
                described in subsection (a);
                  (C) all guarantees, acceptances, or letters 
                of credit (including endorsement or standby 
                letters of credit) issued on behalf of the 
                company;
                  (D) all purchases of or investment in 
                securities issued by the company;
                  (E) counterparty credit exposure to the 
                company in connection with a derivative 
                transaction between the nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in subsection 
                (a) and the company; and
                  (F) any other similar transactions that the 
                Board of Governors, by regulation, determines 
                to be a credit exposure for purposes of this 
                section.
          (4) Attribution rule.--For purposes of this 
        subsection, any transaction by a nonbank financial 
        company supervised by the Board of Governors or a bank 
        holding company described in subsection (a) with any 
        person is a transaction with a company, to the extent 
        that the proceeds of the transaction are used for the 
        benefit of, or transferred to, that company.
          (5) Rulemaking.--The Board of Governors may issue 
        such regulations and orders, including definitions 
        consistent with this section, as may be necessary to 
        administer and carry out this subsection.
          (6) Exemptions.--This subsection shall not apply to 
        any Federal home loan bank. The Board of Governors may, 
        by regulation or order, exempt transactions, in whole 
        or in part, from the definition of the term ``credit 
        exposure'' for purposes of this subsection, if the 
        Board of Governors finds that the exemption is in the 
        public interest and is consistent with the purpose of 
        this subsection.
          (7) Transition period.--
                  (A) In general.--This subsection and any 
                regulations and orders of the Board of 
                Governors under this subsection shall not be 
                effective until 3 years after the date of 
                enactment of this Act.
                  (B) Extension authorized.--The Board of 
                Governors may extend the period specified in 
                subparagraph (A) for not longer than an 
                additional 2 years.
  (f) Enhanced Public Disclosures.--The Board of Governors may 
prescribe, by regulation, periodic public disclosures by 
nonbank financial companies supervised by the Board of 
Governors and bank holding companies described in subsection 
(a) in order to support market evaluation of the risk profile, 
capital adequacy, and risk management capabilities thereof.
  (g) Short-term Debt Limits.--
          (1) In general.--In order to mitigate the risks that 
        an over-accumulation of short-term debt could pose to 
        financial companies and to the stability of the United 
        States financial system, the Board of Governors may, by 
        regulation, prescribe a limit on the amount of short-
        term debt, including off-balance sheet exposures, that 
        may be accumulated by any bank holding company 
        described in subsection (a) and any nonbank financial 
        company supervised by the Board of Governors.
          (2) Basis of limit.--Any limit prescribed under 
        paragraph (1) shall be based on the short-term debt of 
        the company described in paragraph (1) as a percentage 
        of capital stock and surplus of the company or on such 
        other measure as the Board of Governors considers 
        appropriate.
          (3) Short-term debt defined.--For purposes of this 
        subsection, the term ``short-term debt'' means such 
        liabilities with short-dated maturity that the Board of 
        Governors identifies, by regulation, except that such 
        term does not include insured deposits.
          (4) Rulemaking authority.--In addition to prescribing 
        regulations under paragraphs (1) and (3), the Board of 
        Governors may prescribe such regulations, including 
        definitions consistent with this subsection, and issue 
        such orders, as may be necessary to carry out this 
        subsection.
          (5) Authority to issue exemptions and adjustments.--
        Notwithstanding the Bank Holding Company Act of 1956 
        (12 U.S.C. 1841 et seq.), the Board of Governors may, 
        if it determines such action is necessary to ensure 
        appropriate heightened prudential supervision, with 
        respect to a company described in paragraph (1) that 
        does not control an insured depository institution, 
        issue to such company an exemption from or adjustment 
        to the limit prescribed under paragraph (1).
  (h) Risk Committee.--
          (1) Nonbank financial companies supervised by the 
        board of governors.--The Board of Governors shall 
        require each nonbank financial company supervised by 
        the Board of Governors that is a publicly traded 
        company to establish a risk committee, as set forth in 
        paragraph (3), not later than 1 year after the date of 
        receipt of a notice of final determination under 
        section 113(e)(3) with respect to such nonbank 
        financial company supervised by the Board of Governors.
          (2) Certain bank holding companies.--
                  (A) Mandatory regulations.--The Board of 
                Governors shall issue regulations requiring 
                each bank holding company that is a publicly 
                traded company and that has total consolidated 
                assets of not less than $10,000,000,000 to 
                establish a risk committee, as set forth in 
                paragraph (3).
                  (B) Permissive regulations.--The Board of 
                Governors may require each bank holding company 
                that is a publicly traded company and that has 
                total consolidated assets of less than 
                $10,000,000,000 to establish a risk committee, 
                as set forth in paragraph (3), as determined 
                necessary or appropriate by the Board of 
                Governors to promote sound risk management 
                practices.
          (3) Risk committee.--A risk committee required by 
        this subsection shall--
                  (A) be responsible for the oversight of the 
                enterprise-wide risk management practices of 
                the nonbank financial company supervised by the 
                Board of Governors or bank holding company 
                described in subsection (a), as applicable;
                  (B) include such number of independent 
                directors as the Board of Governors may 
                determine appropriate, based on the nature of 
                operations, size of assets, and other 
                appropriate criteria related to the nonbank 
                financial company supervised by the Board of 
                Governors or a bank holding company described 
                in subsection (a), as applicable; and
                  (C) include at least 1 risk management expert 
                having experience in identifying, assessing, 
                and managing risk exposures of large, complex 
                firms.
          (4) Rulemaking.--The Board of Governors shall issue 
        final rules to carry out this subsection, not later 
        than 1 year after the transfer date, to take effect not 
        later than 15 months after the transfer date.
  (i) Stress Tests.--
          (1) By the board of governors.--
                  (A) Annual tests required.--The Board of 
                Governors, in coordination with the appropriate 
                primary financial regulatory agencies and the 
                Federal Insurance Office, shall conduct annual 
                analyses in which nonbank financial companies 
                supervised by the Board of Governors and bank 
                holding companies described in subsection (a) 
                are subject to evaluation of whether such 
                companies have the capital, on a total 
                consolidated basis, necessary to absorb losses 
                as a result of adverse economic conditions.
                  (B) Test parameters and consequences.--The 
                Board of Governors--
                          (i) shall 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;
                          (ii) may require the tests described 
                        in subparagraph (A) at bank holding 
                        companies and nonbank financial 
                        companies, in addition to those for 
                        which annual tests are required under 
                        subparagraph (A);
                          (iii) may develop and apply such 
                        other analytic techniques as are 
                        necessary to identify, measure, and 
                        monitor risks to the financial 
                        stability of the United States;
                          (iv) shall require the companies 
                        described in subparagraph (A) to update 
                        their resolution plans required under 
                        subsection (d)(1), as the Board of 
                        Governors determines appropriate, based 
                        on the results of the analyses; and
                          (v) shall publish a summary of the 
                        results of the tests required under 
                        subparagraph (A) or clause (ii) of this 
                        subparagraph.
          (2) By the company.--
                  (A) Requirement.--A nonbank financial company 
                supervised by the Board of Governors and a bank 
                holding company described in subsection (a) 
                shall conduct semiannual stress tests. All 
                other financial companies that have total 
                consolidated assets of more than 
                $10,000,000,000 and are regulated by a primary 
                Federal financial regulatory agency shall 
                conduct annual stress tests. The tests required 
                under this subparagraph shall be conducted in 
                accordance with the regulations prescribed 
                under subparagraph (C).
                  (B) Report.--A company required to conduct 
                stress tests under subparagraph (A) shall 
                submit a report to the Board of Governors and 
                to its primary financial regulatory agency at 
                such time, in such form, and containing such 
                information as the primary financial regulatory 
                agency shall require.
                  (C) Regulations.--Each Federal primary 
                financial regulatory agency, in coordination 
                with the Board of Governors and the Federal 
                Insurance Office, shall issue consistent and 
                comparable regulations to implement this 
                paragraph that shall--
                          (i) define the term ``stress test'' 
                        for purposes of this paragraph;
                          (ii) establish methodologies for the 
                        conduct of stress tests required by 
                        this paragraph that shall provide for 
                        at least 3 different sets of 
                        conditions, including baseline, 
                        adverse, and severely adverse;
                          (iii) establish the form and content 
                        of the report required by subparagraph 
                        (B); and
                          (iv) require companies subject to 
                        this paragraph to publish a summary of 
                        the results of the required stress 
                        tests.
  (j) Leverage Limitation.--
          (1) Requirement.--The Board of Governors shall 
        require a bank holding company with total consolidated 
        assets equal to or greater than $50,000,000,000 or a 
        nonbank financial company supervised by the Board of 
        Governors to maintain a debt to equity ratio of no more 
        than 15 to 1, upon a determination by the Council that 
        such company poses a grave threat to the financial 
        stability of the United States and that the imposition 
        of such requirement is necessary to mitigate the risk 
        that such company poses to the financial stability of 
        the United States. Nothing in this paragraph shall 
        apply to a Federal home loan bank.
          (2) Considerations.--In making a determination under 
        this subsection, the Council shall consider the factors 
        described in subsections (a) and (b) of section 113 and 
        any other risk-related factors that the Council deems 
        appropriate.
          (3) Regulations.--The Board of Governors shall 
        promulgate regulations to establish procedures and 
        timelines for complying with the requirements of this 
        subsection.
  (k) Inclusion of Off-balance-sheet Activities in Computing 
Capital Requirements.--
          (1) In general.--In the case of any bank holding 
        company described in subsection (a) or nonbank 
        financial company supervised by the Board of Governors, 
        the computation of capital for purposes of meeting 
        capital requirements shall take into account any off-
        balance-sheet activities of the company.
          (2) Exemptions.--If the Board of Governors determines 
        that an exemption from the requirement under paragraph 
        (1) is appropriate, the Board of Governors may exempt a 
        company, or any transaction or transactions engaged in 
        by such company, from the requirements of paragraph 
        (1).
          (3) Off-balance-sheet activities defined.--For 
        purposes of this subsection, the term ``off-balance-
        sheet activities'' means an existing liability of a 
        company that is not currently a balance sheet 
        liability, but may become one upon the happening of 
        some future event, including the following 
        transactions, to the extent that they may create a 
        liability:
                  (A) Direct credit substitutes in which a bank 
                substitutes its own credit for a third party, 
                including standby letters of credit.
                  (B) Irrevocable letters of credit that 
                guarantee repayment of commercial paper or tax-
                exempt securities.
                  (C) Risk participations in bankers' 
                acceptances.
                  (D) Sale and repurchase agreements.
                  (E) Asset sales with recourse against the 
                seller.
                  (F) Interest rate swaps.
                  (G) Credit swaps.
                  (H) Commodities contracts.
                  (I) Forward contracts.
                  (J) Securities contracts.
                  (K) Such other activities or transactions as 
                the Board of Governors may, by rule, define.

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SEC. 171. LEVERAGE AND RISK-BASED CAPITAL REQUIREMENTS.

  (a) Definitions.--For purposes of this section, the following 
definitions shall apply:
          (1) Generally applicable leverage capital 
        requirements.--The term ``generally applicable leverage 
        capital requirements'' means--
                  (A) the minimum ratios of tier 1 capital to 
                average total assets, as established by the 
                appropriate Federal banking agencies to apply 
                to insured depository institutions under the 
                prompt corrective action regulations 
                implementing section 38 of the Federal Deposit 
                Insurance Act, regardless of total consolidated 
                asset size or foreign financial exposure; and
                  (B) includes the regulatory capital 
                components in the numerator of that capital 
                requirement, average total assets in the 
                denominator of that capital requirement, and 
                the required ratio of the numerator to the 
                denominator.
          (2) Generally applicable risk-based capital 
        requirements.--The term ``generally applicable risk-
        based capital requirements'' means--
                  (A) the risk-based capital requirements, as 
                established by the appropriate Federal banking 
                agencies to apply to insured depository 
                institutions under the prompt corrective action 
                regulations implementing section 38 of the 
                Federal Deposit Insurance Act, regardless of 
                total consolidated asset size or foreign 
                financial exposure; and
                  (B) includes the regulatory capital 
                components in the numerator of those capital 
                requirements, the risk-weighted assets in the 
                denominator of those capital requirements, and 
                the required ratio of the numerator to the 
                denominator.
          (3) Definition of depository institution holding 
        company.--The term ``depository institution holding 
        company'' means a bank holding company or a savings and 
        loan holding company (as those terms are defined in 
        section 3 of the Federal Deposit Insurance Act) that is 
        organized in the United States, including any bank or 
        savings and loan holding company that is owned or 
        controlled by a foreign organization, but does not 
        include the foreign organization.
          (4) Business of insurance.--The term ``business of 
        insurance'' has the same meaning as in section 1002(3).
          (5) Person regulated by a state insurance 
        regulator.--The term ``person regulated by a State 
        insurance regulator'' has the same meaning as in 
        section 1002(22).
          (6) Regulated foreign subsidiary and regulated 
        foreign affiliate.--The terms ``regulated foreign 
        subsidiary'' and ``regulated foreign affiliate'' mean a 
        person engaged in the business of insurance in a 
        foreign country that is regulated by a foreign 
        insurance regulatory authority that is a member of the 
        International Association of Insurance Supervisors or 
        other comparable foreign insurance regulatory authority 
        as determined by the Board of Governors following 
        consultation with the State insurance regulators, 
        including the lead State insurance commissioner (or 
        similar State official) of the insurance holding 
        company system as determined by the procedures within 
        the Financial Analysis Handbook adopted by the National 
        Association of Insurance Commissioners, where the 
        person, or its principal United States insurance 
        affiliate, has its principal place of business or is 
        domiciled, but only to the extent that--
                  (A) such person acts in its capacity as a 
                regulated insurance entity; and
                  (B) the Board of Governors does not determine 
                that the capital requirements in a specific 
                foreign jurisdiction are inadequate.
          (7) Capacity as a regulated insurance entity.--The 
        term ``capacity as a regulated insurance entity''--
                  (A) includes any action or activity 
                undertaken by a person regulated by a State 
                insurance regulator or a regulated foreign 
                subsidiary or regulated foreign affiliate of 
                such person, as those actions relate to the 
                provision of insurance, or other activities 
                necessary to engage in the business of 
                insurance; and
                  (B) does not include any action or activity, 
                including any financial activity, that is not 
                regulated by a State insurance regulator or a 
                foreign agency or authority and subject to 
                State insurance capital requirements or, in the 
                case of a regulated foreign subsidiary or 
                regulated foreign affiliate, capital 
                requirements imposed by a foreign insurance 
                regulatory authority.
  (b) Minimum Capital Requirements.--
          (1) Minimum leverage capital requirements.--The 
        appropriate Federal banking agencies shall establish 
        minimum leverage capital requirements on a consolidated 
        basis for insured depository institutions, depository 
        institution holding companies, and nonbank financial 
        companies supervised by the Board of Governors. The 
        minimum leverage capital requirements established under 
        this paragraph shall not be less than the generally 
        applicable leverage capital requirements, which shall 
        serve as a floor for any capital requirements that the 
        agency may require, nor quantitatively lower than the 
        generally applicable leverage capital requirements that 
        were in effect for insured depository institutions as 
        of the date of enactment of this Act.
          (2) Minimum risk-based capital requirements.--The 
        appropriate Federal banking agencies shall establish 
        minimum risk-based capital requirements on a 
        consolidated basis for insured depository institutions, 
        depository institution holding companies, and nonbank 
        financial companies supervised by the Board of 
        Governors. The minimum risk-based capital requirements 
        established under this paragraph shall not be less than 
        the generally applicable risk-based capital 
        requirements, which shall serve as a floor for any 
        capital requirements that the agency may require, nor 
        quantitatively lower than the generally applicable 
        risk-based capital requirements that were in effect for 
        insured depository institutions as of the date of 
        enactment of this Act.
          (3) Investments in financial subsidiaries.--For 
        purposes of this section, investments in financial 
        subsidiaries that insured depository institutions are 
        required to deduct from regulatory capital under 
        section 5136A of the Revised Statutes of the United 
        States or section 46(a)(2) of the Federal Deposit 
        Insurance Act need not be deducted from regulatory 
        capital by depository institution holding companies or 
        nonbank financial companies supervised by the Board of 
        Governors, unless such capital deduction is required by 
        the Board of Governors or the primary financial 
        regulatory agency in the case of nonbank financial 
        companies supervised by the Board of Governors.
          (4) Effective dates and phase-in periods.--
                  (A) Debt or equity instruments on or after 
                may 19, 2010.--For debt or equity instruments 
                issued on or after May 19, 2010, by depository 
                institution holding companies or by nonbank 
                financial companies supervised by the Board of 
                Governors, this section shall be deemed to have 
                become effective as of May 19, 2010.
                  (B) Debt or equity instruments issued before 
                may 19, 2010.--For debt or equity instruments 
                issued before May 19, 2010, by depository 
                institution holding companies or by nonbank 
                financial companies supervised by the Board of 
                Governors, any regulatory capital deductions 
                required under this section shall be phased in 
                incrementally over a period of 3 years, with 
                the phase-in period to begin on January 1, 
                2013, except as set forth in subparagraph (C).
                  (C) Debt or equity instruments of smaller 
                institutions.--For debt or equity instruments 
                issued before May 19, 2010, by depository 
                institution holding companies with total 
                consolidated assets of less than 
                $15,000,000,000 as of December 31, 2009, or 
                March 31, 2010, and by organizations that were 
                mutual holding companies on May 19, 2010, the 
                capital deductions that would be required for 
                other institutions under this section are not 
                required as a result of this section.
                  (D) Depository institution holding companies 
                not previously supervised by the board of 
                governors.--For any depository institution 
                holding company that was not supervised by the 
                Board of Governors as of May 19, 2010, the 
                requirements of this section, except as set 
                forth in subparagraphs (A) and (B), shall be 
                effective 5 years after the date of enactment 
                of this Act
                  (E) Certain bank holding company subsidiaries 
                of foreign banking organizations.--For bank 
                holding company subsidiaries of foreign banking 
                organizations that have relied on Supervision 
                and Regulation Letter SR-01-1 issued by the 
                Board of Governors (as in effect on May 19, 
                2010), the requirements of this section, except 
                as set forth in subparagraph (A), shall be 
                effective 5 years after the date of enactment 
                of this Act.
          (5) Exceptions.--This section shall not apply to--
                  (A) debt or equity instruments issued to the 
                United States or any agency or instrumentality 
                thereof pursuant to the Emergency Economic 
                Stabilization Act of 2008, and prior to October 
                4, 2010;
                  (B) any Federal home loan bank; or
                  [(C) any bank holding company or savings and 
                loan holding company having less than 
                $1,000,000,000 in total consolidated assets 
                that complies with the requirements of the 
                Small Bank Holding Company Policy Statement on 
                Assessment of Financial and Managerial Factors 
                of the Board of Governors (12 CFR part 225 
                appendix C), as the requirements of such Policy 
                Statement are amended pursuant to section 1 of 
                an Act entitled ``To enhance the ability of 
                community financial institutions to foster 
                economic growth and serve their communities, 
                boost small businesses, increase individual 
                savings, and for other purposes''.]
                  (C) any bank holding company or savings and 
                loan holding company that is subject to the 
                application of the Small Bank Holding Company 
                Policy Statement on Assessment of Financial and 
                Managerial Factors of the Board of Governors 
                (12 C.F.R. part 225--appendix C).
          (6) Study and report on small institution access to 
        capital.--
                  (A) Study required.--The Comptroller General 
                of the United States, after consultation with 
                the Federal banking agencies, shall conduct a 
                study of access to capital by smaller insured 
                depository institutions.
                  (B) Scope.--For purposes of this study 
                required by subparagraph (A), the term 
                ``smaller insured depository institution'' 
                means an insured depository institution with 
                total consolidated assets of $5,000,000,000 or 
                less.
                  (C) Report to congress.--Not later than 18 
                months after the date of enactment of this Act, 
                the Comptroller General of the United States 
                shall submit to the Committee on Banking, 
                Housing, and Urban Affairs of the Senate and 
                the Committee on Financial Services of the 
                House of Representatives a report summarizing 
                the results of the study conducted under 
                subparagraph (A), together with any 
                recommendations for legislative or regulatory 
                action that would enhance the access to capital 
                of smaller insured depository institutions, in 
                a manner that is consistent with safe and sound 
                banking operations.
          (7) Capital requirements to address activities that 
        pose risks to the financial system.--
                  (A) In general.--Subject to the 
                recommendations of the Council, in accordance 
                with section 120, the Federal banking agencies 
                shall develop capital requirements applicable 
                to insured depository institutions, depository 
                institution holding companies, and nonbank 
                financial companies supervised by the Board of 
                Governors that address the risks that the 
                activities of such institutions pose, not only 
                to the institution engaging in the activity, 
                but to other public and private stakeholders in 
                the event of adverse performance, disruption, 
                or failure of the institution or the activity.
                  (B) Content.--Such rules shall address, at a 
                minimum, the risks arising from--
                          (i) significant volumes of activity 
                        in derivatives, securitized products 
                        purchased and sold, financial 
                        guarantees purchased and sold, 
                        securities borrowing and lending, and 
                        repurchase agreements and reverse 
                        repurchase agreements;
                          (ii) concentrations in assets for 
                        which the values presented in financial 
                        reports are based on models rather than 
                        historical cost or prices deriving from 
                        deep and liquid 2-way markets; and
                          (iii) concentrations in market share 
                        for any activity that would 
                        substantially disrupt financial markets 
                        if the institution is forced to 
                        unexpectedly cease the activity.
  (c) Clarification.--
          (1) In general.--In establishing the minimum leverage 
        capital requirements and minimum risk-based capital 
        requirements on a consolidated basis for a depository 
        institution holding company or a nonbank financial 
        company supervised by the Board of Governors as 
        required under paragraphs (1) and (2) of subsection 
        (b), the appropriate Federal banking agencies shall not 
        be required to include, for any purpose of this section 
        (including in any determination of consolidation), a 
        person regulated by a State insurance regulator or a 
        regulated foreign subsidiary or a regulated foreign 
        affiliate of such person engaged in the business of 
        insurance, to the extent that such person acts in its 
        capacity as a regulated insurance entity.
          (2) Rule of construction on board's authority.--This 
        subsection shall not be construed to prohibit, modify, 
        limit, or otherwise supersede any other provision of 
        Federal law that provides the Board of Governors 
        authority to issue regulations and orders relating to 
        capital requirements for depository institution holding 
        companies or nonbank financial companies supervised by 
        the Board of Governors.
          (3) Rule of construction on accounting principles.--
                  (A) In general.--A depository institution 
                holding company or nonbank financial company 
                supervised by the Board of Governors of the 
                Federal Reserve that is also a person regulated 
                by a State insurance regulator that is engaged 
                in the business of insurance that files 
                financial statements with a State insurance 
                regulator or the National Association of 
                Insurance Commissioners utilizing only 
                Statutory Accounting Principles in accordance 
                with State law, shall not be required by the 
                Board under the authority of this section or 
                the authority of the Home Owners' Loan Act to 
                prepare such financial statements in accordance 
                with Generally Accepted Accounting Principles.
                  (B) Preservation of authority.--Nothing in 
                subparagraph (A) shall limit the authority of 
                the Board under any other applicable provision 
                of law to conduct any regulatory or supervisory 
                activity of a depository institution holding 
                company or non-bank financial company 
                supervised by the Board of Governors, including 
                the collection or reporting of any information 
                on an entity or group-wide basis. Nothing in 
                this paragraph shall excuse the Board from its 
                obligations to comply with section 161(a) of 
                the Dodd-Frank Wall Street Reform and Consumer 
                Protection Act (12 U.S.C. 5361(a)) and section 
                10(b)(2) of the Home Owners' Loan Act (12 
                U.S.C. 1467a(b)(2)), as appropriate.

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                [TITLE II--ORDERLY LIQUIDATION AUTHORITY

[SEC. 201. DEFINITIONS.

  [(a) In General.--In this title, the following definitions 
shall apply:
          [(1) Administrative expenses of the receiver.--The 
        term ``administrative expenses of the receiver'' 
        includes--
                  [(A) the actual, necessary costs and expenses 
                incurred by the Corporation as receiver for a 
                covered financial company in liquidating a 
                covered financial company; and
                  [(B) any obligations that the Corporation as 
                receiver for a covered financial company 
                determines are necessary and appropriate to 
                facilitate the smooth and orderly liquidation 
                of the covered financial company.
          [(2) Bankruptcy code.--The term ``Bankruptcy Code'' 
        means title 11, United States Code.
          [(3) Bridge financial company.--The term ``bridge 
        financial company'' means a new financial company 
        organized by the Corporation in accordance with section 
        210(h) for the purpose of resolving a covered financial 
        company.
          [(4) Claim.--The term ``claim'' means any right to 
        payment, whether or not such right is reduced to 
        judgment, liquidated, unliquidated, fixed, contingent, 
        matured, unmatured, disputed, undisputed, legal, 
        equitable, secured, or unsecured.
          [(5) Company.--The term ``company'' has the same 
        meaning as in section 2(b) of the Bank Holding Compa