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   115th Congress  }                                    {  Rept. 115-153
                         HOUSE OF REPRESENTATIVES
   1st Session     }                                    {   Part 1
                    
                                                       
_______________________________________________________________________

                                     


                      FINANCIAL CHOICE ACT OF 2010

                               ----------                              

                              R E P O R T

                                 of the

                    COMMITTEE ON FINANCIAL SERVICES

                             together with

                             MINORITY VIEWS

                         [to accompany H.R. 10]

                              BOOK 1 OF 2
                              

[GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]






  May 25, 2017.--Committed to the Committee of the Whole House on the 
              State of the Union and ordered to be printed
              
              
              




                      FINANCIAL CHOICE ACT OF 2010
                                                                  
                             (Book 1 of 2)
                             
                             
                             
                             
                             
                             
                             
115th Congress  }                                              {  Rept. 115-153
                            HOUSE OF REPRESENTATIVES          
 1st Session    }                                              {  Part 1
_______________________________________________________________________

                                     


                      FINANCIAL CHOICE ACT OF 2010

                               __________

                              R E P O R T

                                 of the

                    COMMITTEE ON FINANCIAL SERVICES

                             together with

                             MINORITY VIEWS

                         [to accompany H.R. 10]

                              BOOK 1 OF 2
                              

[GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]


  May 25, 2017.--Committed to the Committee of the Whole House on the 
              State of the Union and ordered to be printed
              
 
 
                       
                U.S. GOVERNMENT PUBLISHING OFFICE
                
  25-561                WASHINGTON : 2017        
  
  
  
 
 
              
              


115th Congress     }                                     {  Rept. 115-153
                         HOUSE OF REPRESENTATIVES
 1st Session       }                                     {       Part 1

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



 
                      FINANCIAL CHOICE ACT OF 2010

                                _______
                                

  May 25, 2017.--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. 10]

      [Including cost estimate of the Congressional Budget Office]

    The Committee on Financial Service, to whom was referred 
the bill (H.R. 10) to create hope and opportunity for 
investors, consumers, and entrepreneurs by ending bailouts and 
Too Big to Fail, holding Washington and Wall Street 
accountable, eliminating red tape to increase access to capital 
and credit, and repealing the provisions of the Dodd-Frank Act 
that make America less prosperous, less stable, and less free, 
and for other purposes, 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 2017''.
  (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.

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

        Subtitle A--Repeal of the Orderly Liquidation Authority

Sec. 111. Repeal of the orderly liquidation authority.

              Subtitle B--Financial Institution Bankruptcy

Sec. 121. General provisions relating to covered financial 
corporations.
Sec. 122. Liquidation, reorganization, or recapitalization of a covered 
financial corporation.
Sec. 123. Amendments to title 28, United States Code.

                Subtitle C--Ending Government Guarantees

Sec. 131. Repeal of obligation guarantee program.
Sec. 132. Repeal of systemic risk determination in resolutions.
Sec. 133. Restrictions on use of the Exchange Stabilization Fund.

     Subtitle D--Eliminating Financial Market Utility Designations

Sec. 141. Repeal of title VIII.

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

Sec. 151. Repeal and modification of provisions of the Financial 
Stability Act of 2010.
Sec. 152. Operational risk capital requirements for banking 
organizations.

          TITLE II--DEMANDING ACCOUNTABILITY FROM WALL STREET

                Subtitle A--SEC Penalties Modernization

Sec. 211. Enhancement of civil penalties for securities laws 
violations.
Sec. 212. Updated civil money penalties of Public Company Accounting 
Oversight Board.
Sec. 213. Updated civil money penalty for controlling persons in 
connection with insider trading.
Sec. 214. Update of certain other penalties.
Sec. 215. Monetary sanctions to be used for the relief of victims.
Sec. 216. GAO report on use of civil money penalty authority by 
Commission.

               Subtitle B--FIRREA Penalties Modernization

Sec. 221. Increase of civil and criminal penalties originally 
established in the Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989.

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

                   Subtitle A--Cost-Benefit Analyses

Sec. 311. Definitions.
Sec. 312. Required regulatory analysis.
Sec. 313. Rule of construction.
Sec. 314. Public availability of data and regulatory analysis.
Sec. 315. Five-year regulatory impact analysis.
Sec. 316. Retrospective review of existing rules.
Sec. 317. Judicial review.
Sec. 318. Chief Economists Council.
Sec. 319. Conforming amendments.
Sec. 320. Other regulatory entities.
Sec. 321. Avoidance of duplicative or unnecessary analyses.

Subtitle B--Congressional Review of Federal Financial Agency Rulemaking

Sec. 331. Congressional review.
Sec. 332. Congressional approval procedure for major rules.
Sec. 333. Congressional disapproval procedure for nonmajor rules.
Sec. 334. Definitions.
Sec. 335. Judicial review.
Sec. 336. Effective date of certain rules.
Sec. 337. Budgetary effects of rules subject to section 332 of the 
Financial CHOICE Act of 2017.

             Subtitle C--Judicial Review of Agency Actions

Sec. 341. Scope of judicial review of agency actions.

             Subtitle D--Leadership of Financial Regulators

Sec. 351. Federal Deposit Insurance Corporation.
Sec. 352. Federal Housing Finance Agency.

         Subtitle E--Congressional Oversight of Appropriations

Sec. 361. Bringing the Federal Deposit Insurance Corporation into the 
appropriations process.
Sec. 362. Bringing the Federal Housing Finance Agency into the 
appropriations process.
Sec. 363. Bringing the National Credit Union Administration into the 
appropriations process.
Sec. 364. Bringing the Office of the Comptroller of the Currency into 
the appropriations process.
Sec. 365. Bringing the non-monetary policy related functions of the 
Board of Governors of the Federal Reserve System into the 
appropriations process.

                  Subtitle F--International Processes

Sec. 371. Requirements for international processes.

                  Subtitle G--Unfunded Mandates Reform

Sec. 381. Definitions.
Sec. 382. Statements to accompany significant regulatory actions.
Sec. 383. Small government agency plan.
Sec. 384. State, local, and tribal government and private sector input.
Sec. 385. Least burdensome option or explanation required.
Sec. 386. Assistance to the Office of Information and Regulatory 
Affairs.
Sec. 387. Office of Information and Regulatory Affairs 
responsibilities.
Sec. 388. Judicial review.

                  Subtitle H--Enforcement Coordination

Sec. 391. Policies to minimize duplication of enforcement efforts.

           Subtitle I--Penalties for Unauthorized Disclosures

Sec. 392. Criminal penalty for unauthorized disclosures.

                Subtitle II--Stop Settlement Slush Funds

Sec. 393. Limitation on donations made pursuant to settlement 
agreements to which certain departments or agencies are a party.

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

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

Sec. 401. Registration exemption for merger and acquisition brokers.
Sec. 402. Effective date.

               Subtitle B--Encouraging Employee Ownership

Sec. 406. Increased threshold for disclosures relating to compensatory 
benefit plans.

          Subtitle C--Small Company Disclosure Simplification

Sec. 411. Exemption from XBRL requirements for emerging growth 
companies and other smaller companies.
Sec. 412. Analysis by the SEC.
Sec. 413. Report to Congress.
Sec. 414. Definitions.

   Subtitle D--Securities and Exchange Commission Overpayment Credit

Sec. 416. Refunding or crediting overpayment of section 31 fees.

             Subtitle E--Fair Access to Investment Research

Sec. 421. Safe harbor for investment fund research.

               Subtitle F--Accelerating Access to Capital

Sec. 426. Expanded eligibility for use of Form S-3.

                  Subtitle G--Enhancing the RAISE Act

Sec. 431. Certain accredited investor transactions.

             Subtitle H--Small Business Credit Availability

Sec. 436. Business development company ownership of securities of 
investment advisers and certain financial companies.
Sec. 437. Expanding access to capital for business development 
companies.
Sec. 438. Parity for business development companies regarding offering 
and proxy rules.

                    Subtitle I--Fostering Innovation

Sec. 441. Temporary exemption for low-revenue issuers.

        Subtitle J--Small Business Capital Formation Enhancement

Sec. 446. Annual review of government-business forum on capital 
formation.

              Subtitle K--Helping Angels Lead Our Startups

Sec. 451. Definition of angel investor group.
Sec. 452. Clarification of general solicitation.

                     Subtitle L--Main Street Growth

Sec. 456. Venture exchanges.

                 Subtitle M--Micro Offering Safe Harbor

Sec. 461. Exemptions for micro-offerings.

               Subtitle N--Private Placement Improvement

Sec. 466. Revisions to SEC Regulation D.

              Subtitle O--Supporting America's Innovators

Sec. 471. Investor limitation for qualifying venture capital funds.

                      Subtitle P--Fix Crowdfunding

Sec. 476. Crowdfunding exemption.
Sec. 477. Exclusion of crowdfunding investors from shareholder cap.
Sec. 478. Preemption of State law.
Sec. 479. Treatment of funding portals.

        Subtitle Q--Corporate Governance Reform and Transparency

Sec. 481. Definitions.
Sec. 482. Registration of proxy advisory firms.
Sec. 483. Commission annual report.

                        Subtitle R--Senior Safe

Sec. 491. Immunity.
Sec. 492. Training required.
Sec. 493. Relationship to State law.

       Subtitle S--National Securities Exchange Regulatory Parity

Sec. 496. Application of exemption.

           Subtitle T--Private Company Flexibility and Growth

Sec. 497. Shareholder threshold for registration.

        Subtitle U--Small Company Capital Formation Enhancements

Sec. 498. JOBS Act-related exemption.

                Subtitle V--Encouraging Public Offerings

Sec. 499. Expanding testing the waters and confidential submissions.

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

         Subtitle A--Preserving Access to Manufactured Housing

Sec. 501. Mortgage originator definition.
Sec. 502. High-Cost mortgage definition.

                      Subtitle B--Mortgage Choice

Sec. 506. Definition of points and fees.

         Subtitle C--Financial Institution Customer Protection

Sec. 511. Requirements for deposit account termination requests and 
orders.
Sec. 512. Amendments to the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989.

           Subtitle D--Portfolio Lending and Mortgage Access

Sec. 516. Safe harbor for certain loans held on portfolio.

    Subtitle E--Application of the Expedited Funds Availability Act

Sec. 521. Application of the Expedited Funds Availability Act.

        Subtitle F--Small Bank Holding Company Policy Statement

Sec. 526. Changes required to small bank holding company policy 
statement on assessment of financial and managerial factors.

           Subtitle G--Community Institution Mortgage Relief

Sec. 531. Community financial institution mortgage relief.

   Subtitle H--Financial Institutions Examination Fairness and Reform

Sec. 536. Timeliness of examination reports.

  Subtitle I--National Credit Union Administration Budget Transparency

Sec. 541. Budget transparency for the NCUA.

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

Sec. 546. Regulations appropriate to business models.

      Subtitle K--Federal Savings Association Charter Flexibility

Sec. 551. Option for Federal savings associations to operate as a 
covered savings association.

                Subtitle L--SAFE Transitional Licensing

Sec. 556. Eliminating barriers to jobs for loan originators.

                       Subtitle M--Right to Lend

Sec. 561. Small business loan data collection requirement.

              Subtitle N--Community Bank Reporting Relief

Sec. 566. Short form call report.

          Subtitle O--Homeowner Information Privacy Protection

Sec. 571. Study regarding privacy of information collected under the 
Home Mortgage Disclosure Act of 1975.

            Subtitle P--Home Mortgage Disclosure Adjustment

Sec. 576. Depository institutions subject to maintenance of records and 
disclosure requirements.

           Subtitle Q--Protecting Consumers' Access to Credit

Sec. 581. Rate of interest after transfer of loan.

                 Subtitle R--NCUA Overhead Transparency

Sec. 586. Fund transparency.

             Subtitle S--Housing Opportunities Made Easier

Sec. 591. Clarification of donated services to non-profits.

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

Sec. 601. Capital election.
Sec. 602. Regulatory relief.
Sec. 603. Contingent capital study.
Sec. 604. Study on altering the current prompt corrective action rules.
Sec. 605. Definitions.

   TITLE VII--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

       Subtitle A--Separation of Powers and Liberty Enhancements

Sec. 711. Consumer Law Enforcement Agency.
Sec. 712. Authority of the Office of Information and Regulatory 
Affairs.
Sec. 713. Bringing the Agency into the regular appropriations process.
Sec. 714. Consumer Law Enforcement Agency Inspector General Reform.
Sec. 715. Private parties authorized to compel the Agency to seek 
sanctions by filing civil actions; Adjudications deemed actions.
Sec. 716. Civil investigative demands to be appealed to courts.
Sec. 717. Agency dual mandate and economic analysis.
Sec. 718. No deference to Agency interpretation.

                Subtitle B--Administrative Enhancements

Sec. 721. Advisory opinions.
Sec. 722. Reform of Consumer Financial Civil Penalty Fund.
Sec. 723. Agency pay fairness.
Sec. 724. Elimination of market monitoring functions.
Sec. 725. Reforms to mandatory functional units.
Sec. 726. Repeal of mandatory advisory board.
Sec. 727. Elimination of supervision authority.
Sec. 728. Transfer of old OTS building from OCC to GSA.
Sec. 729. Limitation on Agency authority.

                    Subtitle C--Policy Enhancements

Sec. 731. Consumer right to financial privacy.
Sec. 732. Repeal of Council authority to set aside Agency rules and 
requirement of safety and soundness considerations when issuing rules.
Sec. 733. Removal of authority to regulate small-dollar credit.
Sec. 734. Reforming indirect auto financing guidance.
Sec. 735. Prohibition of Government price controls for payment card 
transactions.
Sec. 736. Removal of Agency UDAAP authority.
Sec. 737. Preservation of UDAP authority for Federal banking 
regulators.
Sec. 738. Repeal of authority to restrict arbitration.

                TITLE VIII--CAPITAL MARKETS IMPROVEMENTS

       Subtitle A--SEC Reform, Restructuring, and Accountability

Sec. 801. Authorization of appropriations.
Sec. 802. Report on unobligated appropriations.
Sec. 803. SEC Reserve Fund abolished.
Sec. 804. Fees to offset appropriations.
Sec. 805. Commission relocation funding prohibition.
Sec. 806. Implementation of recommendations.
Sec. 807. Office of Credit Ratings to report to the Division of Trading 
and Markets.
Sec. 808. Office of Municipal Securities to report to the Division of 
Trading and Markets.
Sec. 809. Independence of Commission Ombudsman.
Sec. 810. Investor Advisory Committee improvements.
Sec. 811. Duties of Investor Advocate.
Sec. 812. Elimination of exemption of Small Business Capital Formation 
Advisory Committee from Federal Advisory Committee Act.
Sec. 813. Internal risk controls.
Sec. 814. Applicability of notice and comment requirements of the 
Administrative Procedure Act to guidance voted on by the Commission.
Sec. 815. Limitation on pilot programs.
Sec. 816. Procedure for obtaining certain intellectual property.
Sec. 817. Process for closing investigations.
Sec. 818. Enforcement Ombudsman.
Sec. 819. Adequate notice.
Sec. 820. Advisory committee on Commission's enforcement policies and 
practices.
Sec. 821. Process to permit recipient of Wells notification to appear 
before Commission staff in-person.
Sec. 822. Publication of enforcement manual.
Sec. 823. Private parties authorized to compel the Securities and 
Exchange Commission to seek sanctions by filing civil actions.
Sec. 824. Certain findings required to approve civil money penalties 
against issuers.
Sec. 825. Repeal of authority of the Commission to prohibit persons 
from serving as officers or directors.
Sec. 826. Subpoena duration and renewal.
Sec. 827. Elimination of automatic disqualifications.
Sec. 828. Denial of award to culpable whistleblowers.
Sec. 829. Confidentiality of records obtained from foreign securities 
and law enforcement authorities.
Sec. 830. Clarification of authority to impose sanctions on persons 
associated with a broker or dealer.
Sec. 831. Complaint and burden of proof requirements for certain 
actions for breach of fiduciary duty.
Sec. 832. Congressional access to information held by the Public 
Company Accounting Oversight Board.
Sec. 833. Abolishing Investor Advisory Group.
Sec. 834. Repeal of requirement for Public Company Accounting Oversight 
Board to use certain funds for merit scholarship program.
Sec. 835. Reallocation of fines for violations of rules of municipal 
securities rulemaking board.

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

Sec. 841. Repeal of Department of Labor fiduciary rule and requirements 
prior to rulemaking relating to standards of conduct for brokers and 
dealers.
Sec. 842. Exemption from risk retention requirements for nonresidential 
mortgage.
Sec. 843. Frequency of shareholder approval of executive compensation.
Sec. 844. Shareholder Proposals.
Sec. 845. Prohibition on requiring a single ballot.
Sec. 846. Requirement for municipal advisor for issuers of municipal 
securities.
Sec. 847. Small issuer exemption from internal control evaluation.
Sec. 848. Streamlining of applications for an exemption from the 
Investment Company Act of 1940.
Sec. 849. Restriction on recovery of erroneously awarded compensation.
Sec. 850. Exemptive authority for certain provisions relating to 
registration of nationally recognized statistical rating organizations.
Sec. 851. Risk-based examinations of Nationally Recognized Statistical 
Rating Organizations.
Sec. 852. Transparency of credit rating methodologies.
Sec. 853. Repeal of certain attestation requirements relating to credit 
ratings.
Sec. 854. Look-back review by NRSRO.
Sec. 855. Approval of credit rating procedures and methodologies.
Sec. 856. Exception for providing certain material information relating 
to a credit rating.
Sec. 857. Repeals.
Sec. 858. Exemption of and reporting by private equity fund advisers.
Sec. 859. Records and reports of private funds.
Sec. 860. Definition of accredited investor.
Sec. 861. Repeal of certain provisions requiring a study and report to 
Congress.
Sec. 862. Repeal.

             Subtitle C--Harmonization of Derivatives Rules

Sec. 871. Commissions review and harmonization of rules relating to the 
regulation of over-the-counter swaps markets.
Sec. 872. Treatment of transactions between affiliates.

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

Sec. 901. Repeals.

            TITLE X--FED OVERSIGHT REFORM AND MODERNIZATION

Sec. 1001. Requirements for policy rules of the Federal Open Market 
Committee.
Sec. 1002. Federal Open Market Committee blackout period.
Sec. 1003. Public transcripts of FOMC meetings.
Sec. 1004. Membership of Federal Open Market Committee.
Sec. 1005. Frequency of testimony of the Chairman of the Board of 
Governors of the Federal Reserve System to Congress.
Sec. 1006. Vice Chairman for Supervision report requirement.
Sec. 1007. Salaries, financial disclosures, and office staff of the 
Board of Governors of the Federal Reserve System.
Sec. 1008. Amendments to powers of the Board of Governors of the 
Federal Reserve System.
Sec. 1009. Interest rates on balances maintained at a Federal Reserve 
bank by depository institutions established by Federal Open Market 
Committee.
Sec. 1010. Audit reform and transparency for the Board of Governors of 
the Federal Reserve System.
Sec. 1011. Establishment of a Centennial Monetary Commission.

   TITLE XI--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

Sec. 1101. Repeal of the Federal Insurance Office; Creation of the 
Office of the Independent Insurance Advocate.
Sec. 1102. Treatment of covered agreements.

                    TITLE XII--TECHNICAL CORRECTIONS

Sec. 1201. Table of contents; Definitional corrections.
Sec. 1202. Antitrust savings clause corrections.
Sec. 1203. Title I corrections.
Sec. 1204. Title III corrections.
Sec. 1205. Title IV correction.
Sec. 1206. Title VI corrections.
Sec. 1207. Title VII corrections.
Sec. 1208. Title IX corrections.
Sec. 1209. Title X corrections.
Sec. 1210. Title XII correction.
Sec. 1211. Title XIV correction.
Sec. 1212. Technical corrections to other statutes.

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

        Subtitle A--Repeal of the Orderly Liquidation Authority

SEC. 111. REPEAL OF THE ORDERLY LIQUIDATION AUTHORITY.

  (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 165(d)--
                          (i) in paragraph (1), by striking ``, the 
                        Council, and the Corporation'' and inserting 
                        ``and the Council'';
                          (ii) in paragraph (2), by striking ``, the 
                        Council, and the Corporation'' and inserting 
                        ``and the Council'';
                          (iii) in paragraph (3), by striking ``and the 
                        Corporation'';
                          (iv) in paragraph (4)--
                                  (I) by striking ``and the Corporation 
                                jointly determine'' and inserting 
                                ``determines'';
                                  (II) by striking ``their'' and 
                                inserting ``its'';
                                  (III) in subparagraph (A), by 
                                striking ``and the Corporation''; and
                                  (IV) in subparagraph (B), by striking 
                                ``and the Corporation'';
                          (v) in paragraph (5)--
                                  (I) in subparagraph (A), by striking 
                                ``and the Corporation may jointly'' and 
                                inserting ``may''; and
                                  (II) in subparagraph (B)--
                                          (aa) by striking ``and the 
                                        Corporation'' each place such 
                                        term appears;
                                          (bb) by striking ``may 
                                        jointly'' and inserting 
                                        ``may'';
                                          (cc) by striking ``have 
                                        jointly'' and inserting 
                                        ``has'';
                          (vi) in paragraph (6), by striking ``, a 
                        receiver appointed under title II,''; and
                          (vii) by amending paragraph (8) to read as 
                        follows:
          ``(8) Rules.--Not later than 12 months after enactment of 
        this paragraph, the Board of Governors shall issue final rules 
        implementing this section.''; and
                  (C) 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 B--Financial Institution Bankruptcy

SEC. 121. GENERAL PROVISIONS RELATING TO COVERED FINANCIAL 
                    CORPORATIONS.

  (a) Definition.--Section 101 of title 11, United States Code, is 
amended by inserting the following after paragraph (9):
          ``(9A) The term `covered financial corporation' means any 
        corporation incorporated or organized under any Federal or 
        State law, other than a 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. 122. 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 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. 123. AMENDMENTS TO TITLE 28, UNITED STATES CODE.

  (a) Amendment to Chapter 13.--Chapter 13 of title 28, United States 
Code, is amended by adding at the end the following:

``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 C--Ending Government Guarantees

SEC. 131. REPEAL OF OBLIGATION GUARANTEE PROGRAM.

  (a) In General.--The following sections of the Dodd-Frank Wall Street 
Reform and Consumer 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. 132. REPEAL OF SYSTEMIC RISK DETERMINATION IN RESOLUTIONS.

  Section 13(c)(4)(G) of the Federal Deposit Insurance Act (12 U.S.C. 
1823(c)(4)(G)) is hereby repealed.

SEC. 133. RESTRICTIONS ON USE OF THE EXCHANGE 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 D--Eliminating Financial Market Utility Designations

SEC. 141. REPEAL OF TITLE VIII.

  (a) Repeal.--Title VIII of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5461 et seq.) is repealed, and 
provisions of law amended by such title are restored and revived as if 
such title had never been enacted.
  (b) Clerical Amendment.--The table of contents in section 1(b) of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act is amended by 
striking the items relating to title VIII.

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

SEC. 151. REPEAL AND MODIFICATION OF PROVISIONS OF THE FINANCIAL 
                    STABILITY ACT OF 2010.

  (a) Repeals.--The following provisions of the 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 striking subparagraphs (B) 
                                through (J) and inserting the 
                                following:
                  ``(B) each member of the Board of Governors, who 
                shall collectively have 1 vote on the Council;
                  ``(C) the Comptroller of the Currency;
                  ``(D) the Director of the Consumer Law Enforcement 
                Agency;
                  ``(E) each member of the Commission, who shall 
                collectively have 1 vote on the Council;
                  ``(F) each member of the Corporation, who shall 
                collectively have 1 vote on the Council;
                  ``(G) each member of the Commodity Futures Trading 
                Commission, who shall collectively have 1 vote on the 
                Council;
                  ``(H) the Director of the Federal Housing Finance 
                Agency;
                  ``(I) each member of the National Credit Union 
                Administration Board, who shall collectively have 1 
                vote on the Council; and
                  ``(J) the Independent Insurance Advocate.'';
                          (ii) in paragraph (2)--
                                  (I) by striking subparagraphs (A) and 
                                (B); and
                                  (II) by redesignating subparagraphs 
                                (C), (D), and (E) as subparagraphs (A), 
                                (B), and (C), 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), (E), (F), (G), or (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 ``the 
                        Federal Insurance Office and, if necessary to 
                        assess risks to the United States financial 
                        system, direct the Office of Financial Research 
                        to'' and inserting ``and, if necessary to 
                        assess risks to the United States financial 
                        system,'';
                          (ii) by striking subparagraphs (B), (H), (I), 
                        and (J);
                          (iii) by redesignating subparagraphs (C), 
                        (D), (E), (F), (G), (K), (L), (M), and (N) as 
                        subparagraphs (B), (C), (D), (E), (F), (G), 
                        (H), (I), and (J), respectively;
                          (iv) in subparagraph (J), as so 
                        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 the Federal Insurance Office'' and 
                        inserting ``member agencies'';
                          (ii) in paragraph (2), by striking ``the 
                        Office of Financial Research, any member 
                        agency, and the Federal Insurance Office,'' and 
                        inserting ``member agencies'';
                          (iii) in paragraph (3)--
                                  (I) by striking ``, acting through 
                                the Office of Financial Research,'' 
                                each place it appears; and
                                  (II) in subparagraph (B), by striking 
                                ``the Office of Financial 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--
                  (A) by striking subsection (a);
                  (B) by redesignating subsection (b) as subsection 
                (a); and
                  (C) in subsection (a), as so redesignated--
                          (i) by striking ``or a nonbank financial 
                        company supervised by the Board of Governors'' 
                        each place such term appears;
                          (ii) in paragraph (4), by striking ``In 
                        addition'' and inserting the following:
                  ``(A) In general.--In addition''; and
                          (iii) by adding at the end the 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 605 of the 
                Financial CHOICE Act of 2017.''; 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 shall 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 (A), by striking 
                                ``, in coordination with the 
                                appropriate primary financial 
                                regulatory agencies and the Federal 
                                Insurance Office,'';
                                  (II) 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 the Board 
                                of Governors shall not carry out any 
                                such evaluation until 60 days after 
                                such regulations are issued; and
                                  ``(II) provide copies of such 
                                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'';
                                          (cc) in clause (iv), by 
                                        striking ``and'' at the end;
                                          (dd) in clause (v), by 
                                        striking the period and 
                                        inserting the following: ``, 
                                        including any results of a 
                                        resubmitted test;''; and
                                          (ee) by adding at the end the 
                                        following:
                          ``(vi) shall, in establishing the severely 
                        adverse condition under clause (i), provide 
                        detailed consideration of the model's effects 
                        on financial stability and the cost and 
                        availability of credit;
                          ``(vii) shall, in developing the models and 
                        methodologies and providing them for notice and 
                        comment under this subparagraph, publish a 
                        process to test the models and methodologies 
                        for their potential to magnify systemic and 
                        institutional risks instead of facilitating 
                        increased resiliency;
                          ``(viii) shall design and publish a process 
                        to test and document the sensitivity and 
                        uncertainty associated with the model system's 
                        data quality, specifications, and assumptions; 
                        and
                          ``(ix) shall communicate the range and 
                        sources of uncertainty surrounding the models 
                        and methodologies.''; and
                                  (III) by adding at the end the 
                                following:
                  ``(C) CCAR requirements.--
                          ``(i) Parameters and consequences applicable 
                        to ccar.--The requirements of subparagraph (B) 
                        shall apply to CCAR.
                          ``(ii) Two-year limitation.--The Board of 
                        Governors may not subject a company to CCAR 
                        more than once every two years.
                          ``(iii) Mid-cycle resubmission.--If a company 
                        receives a quantitative objection to, or 
                        otherwise desires to amend the company's 
                        capital plan, the company may file a new 
                        streamlined plan at any time after a capital 
                        planning exercise has been completed and before 
                        a subsequent capital planning exercise.
                          ``(iv) Limitation on qualitative capital 
                        planning objections.--In carrying out CCAR, the 
                        Board of Governors may not object to a 
                        company's capital plan on the basis of 
                        qualitative deficiencies in the company's 
                        capital planning process.
                          ``(v) Company inquiries.--The Board of 
                        Governors shall establish and publish 
                        procedures for responding to inquiries from 
                        companies subject to CCAR, including 
                        establishing the time frame in which such 
                        responses will be made, and make such 
                        procedures publicly available.
                          ``(vi) CCAR defined.--For purposes of this 
                        subparagraph and subparagraph (E), the term 
                        `CCAR' means the Comprehensive Capital Analysis 
                        and Review established by the Board of 
                        Governors.''; and
                          (ii) in paragraph (2)--
                                  (I) in subparagraph (A)--
                                          (aa) by striking ``a bank 
                                        holding company'' and inserting 
                                        ``bank holding company'';
                                          (bb) by striking 
                                        ``semiannual'' and inserting 
                                        ``annual'';
                                          (cc) by striking ``All other 
                                        financial companies'' and 
                                        inserting ``All other bank 
                                        holding companies''; and
                                          (dd) by striking ``and are 
                                        regulated by a primary Federal 
                                        financial regulatory agency'';
                                  (II) in subparagraph (B)--
                                          (aa) by striking ``and to its 
                                        primary financial regulatory 
                                        agency''; and
                                          (bb) by striking ``primary 
                                        financial regulatory agency'' 
                                        the second time it appears and 
                                        inserting ``Board of 
                                        Governors''; and
                                  (III) in subparagraph (C)--
                                          (aa) by striking ``Each 
                                        Federal primary financial 
                                        regulatory agency, in 
                                        coordination with the Board of 
                                        Governors and the Federal 
                                        Insurance Office,'' and 
                                        inserting ``The Board of 
                                        Governors''; and
                                          (bb) by striking ``consistent 
                                        and comparable''.
                  (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 605 of the Financial CHOICE Act 
of 2017.''.
  (c) Treatment of Other Resolution Plan Requirements.--
          (1) In general.--With respect to an appropriate Federal 
        banking agency that requires a banking organization to submit 
        to the agency a resolution plan not described under section 
        165(d) of the Dodd-Frank Wall Street Reform and Consumer 
        Protection Act--
                  (A) the agency shall comply with the requirements of 
                paragraphs (3) and (4) of such section 165(d);
                  (B) the agency may not require the submission of such 
                a resolution plan more often than every 2 years; and
                  (C) paragraphs (6) and (7) of such section 165(d) 
                shall apply to such a resolution plan.
          (2) Definitions.--For purposes of this subsection, the terms 
        ``appropriate Federal banking agency'' and ``banking 
        organization'' have the meaning given those terms, 
        respectively, under section 105.
  (d) 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).''.
  (e) Concentration Limits Applied Only to Banking Organizations.--
Section 14 of the Bank Holding Company Act of 1956 (12 U.S.C. 1852) is 
amended--
          (1) by striking ``financial company'' each place such term 
        appears and inserting ``banking 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''.
  (f) Conforming Amendment.--Section 3502(5) of title 44, United States 
Code, is amended by striking ``the Office of Financial Research,''.
  (g) Clerical Amendment.--The table of contents under section 1(b) of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act is 
amended by striking the items relating to subtitle B of title I and 
113, 114, 115, 116, 117, 119, 120, 121, 161, 162, 164, 166, 167, 168, 
170, 172, 174, and 175.

SEC. 152. OPERATIONAL RISK CAPITAL REQUIREMENTS FOR BANKING 
                    ORGANIZATIONS.

  (a) In General.--An appropriate Federal banking agency may not 
establish an operational risk capital requirement for banking 
organizations, unless such requirement--
          (1) is based on the risks posed by a banking organization's 
        current activities and businesses;
          (2) is appropriately sensitive to the risks posed by such 
        current activities and businesses;
          (3) is determined under a forward-looking assessment of 
        potential losses that may arise out of a banking organization's 
        current activities and businesses, which is not solely based on 
        a banking organization's historical losses; and
          (4) permits adjustments based on qualifying operational risk 
        mitigants.
  (b) Definitions.--For purposes of this section, the terms 
``appropriate Federal banking agency'' and ``banking organization'' 
have the meaning given those terms, respectively, under section 605.

          TITLE II--DEMANDING ACCOUNTABILITY FROM WALL STREET

                Subtitle A--SEC Penalties Modernization

SEC. 211. 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. 212. 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 
                ``$1,500,000''; and
                  (B) by striking ``$15,000,000'' and inserting 
                ``$22,000,000''.
  (b) Effective Date.--The amendments made by this section shall apply 
with respect to conduct that occurs after the date of the enactment of 
this Act.

SEC. 213. UPDATED CIVIL MONEY PENALTY FOR 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 ``$2,500,000''.
  (b) Effective Date.--The amendment made by this section shall apply 
with respect to conduct that occurs after the date of the enactment of 
this Act.

SEC. 214. UPDATE OF CERTAIN OTHER PENALTIES.

  (a) In General.--Section 32 of the Securities 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. 215. 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.--
          ``(1) In general.--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.
          ``(2) Definition of victim.--In this subsection, the term 
        `victim' has the meaning given the term `crime victim' in 
        section 3771(e) of title 18, United States Code.''.
  (b) Monetary Sanction Defined.--Section 21F(a)(4)(A) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78u-6(a)(4)(A)) is amended 
by striking ``ordered'' and inserting ``required''.
  (c) Effective Date.--The amendments made by this section apply with 
respect to any monetary sanction ordered or required to be paid before 
or after the date of enactment of this Act.

SEC. 216. GAO REPORT ON USE OF CIVIL MONEY PENALTY AUTHORITY BY 
                    COMMISSION.

  (a) In General.--Not later than 2 years after the date of the 
enactment of this Act, the Comptroller General of the United States 
shall submit to the Committee on Financial Services of the House of 
Representatives and the Committee on Banking, Housing, and Urban 
Affairs of the Senate a report on the use by the Commission of 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

SEC. 221. 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 III--DEMANDING ACCOUNTABILITY FROM FINANCIAL REGULATORS AND 
                  DEVOLVING POWER AWAY FROM WASHINGTON

                   Subtitle A--Cost-Benefit Analyses

SEC. 311. DEFINITIONS.

  As used in this subtitle--
          (1) the term ``agency'' means the Board of Governors of the 
        Federal Reserve System, the Consumer Law Enforcement Agency, 
        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 Law Enforcement 
                Agency, 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 318; 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 the Public Company Accounting Oversight 
                        Board, the Municipal Securities Rulemaking 
                        Board, or any national securities association 
                        registered under section 15A of the Securities 
                        Exchange Act of 1934 (15 U.S.C. 78o-4(a)) for 
                        which the board or association has itself 
                        conducted the cost-benefit analysis and 
                        otherwise complied with the requirements of 
                        section 312.

SEC. 312. 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, small businesses, or independent 
        financial firms and advisors 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 315.
          (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 312(b)(4)(A) of the 
                        Financial CHOICE Act of 2017, 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. 313. 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 312 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. 314. 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 312 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. 315. 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 
312(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. 316. 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. 317. 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 312.
  (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 312, 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. 318. 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. 319. 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. 320. OTHER REGULATORY ENTITIES.

  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.

SEC. 321. 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. 331. 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 
        334(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 332 or as provided for in the rule following 
enactment of a joint resolution of approval described in section 332, 
whichever is later.
  (4) A nonmajor rule shall take effect as provided by section 333 
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 332.
  (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 332.
  (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 332 and 333 shall apply to 
such rule in the succeeding session of Congress.
  (2)(A) In applying sections 332 and 333 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. 332. 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 331(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 331(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 
331(b)(2), then such vote shall be taken on that day.
  (h) This section and section 333 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. 333. 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 331(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 331(a)(1)(A) was submitted 
        during the period referred to in section 331(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. 334. DEFINITIONS.

  For purposes of this subtitle:
          (1) The term ``Federal financial agency'' means the Consumer 
        Law Enforcement Agency, 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 331(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 
                        331(a)(1)(A); and
                          (ii) the date on which the nonmajor rule is 
                        published in the Federal Register, if so 
                        published.

SEC. 335. 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 332 
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. 336. EFFECTIVE DATE OF CERTAIN RULES.

  Notwithstanding section 331--
          (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. 337. BUDGETARY EFFECTS OF RULES SUBJECT TO SECTION 332 OF THE 
                    FINANCIAL CHOICE ACT OF 2017.

  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 332 of 
        the financial choice act of 2017.--Any rules subject to the 
        congressional approval procedure set forth in section 332 of 
        the Financial CHOICE Act of 2017 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. 341. 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 Law Enforcement Agency, 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.
  (c) Effective Date.--Subsection (a) shall take effect after the end 
of the 2-year period beginning on the date of the enactment of this 
Act.

             Subtitle D--Leadership of Financial Regulators

SEC. 351. 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. 352. FEDERAL HOUSING FINANCE AGENCY.

  Section 1312(b)(2) of the Federal Housing Enterprises Financial 
Safety and Soundness Act of 1992 (12 U.S.C. 4512) is amended by 
striking ``for cause''.

         Subtitle E--Congressional Oversight of Appropriations

SEC. 361. BRINGING THE FEDERAL DEPOSIT INSURANCE CORPORATION INTO THE 
                    APPROPRIATIONS PROCESS.

  (a) In General.--Section 10(a) of the Federal Deposit Insurance Act 
(12 U.S.C. 1820(a)) is amended--
          (1) by striking ``(a) The'' and inserting the following:
  ``(a) Powers.--
          ``(1) In general.--The'';
          (2) by inserting ``, subject to paragraph (2),'' after ``The 
        Board of Directors of the Corporation''; and
          (3) by adding at the end the following new paragraph:
          ``(2) Appropriations requirement.--
                  ``(A) Operating fund.--There is established an 
                Operating Fund, to which Congress shall provide annual 
                appropriations to the Corporation, which shall be 
                separate from the Deposit Insurance Fund.
                  ``(B) Recovery of costs of annual appropriation.--The 
                Corporation shall collect assessments and other fees, 
                as provided under this Act, that are designed to 
                recover the costs to the Government of the annual 
                appropriation to the Corporation by Congress. Except as 
                provided in (E) and subject to subparagraph (F), the 
                Corporation may only incur obligations, or allow and 
                pay expenses, from the Operating Fund pursuant to an 
                appropriations Act.
                  ``(C) Deposits.--Assessments and other fees described 
                under subparagraph (B) for any fiscal year--
                          ``(i) shall be deposited in the Operating 
                        Fund; and
                          ``(ii) except as provided in subparagraph 
                        (E), shall not be collected for any fiscal year 
                        except to the extent provided in advance in 
                        appropriation Acts.
                  ``(D) Credits.--Amounts deposited in the Operating 
                Fund during a fiscal year shall be credited as 
                offsetting the amount appropriated to the Operating 
                Fund for such fiscal year.
                  ``(E) Lapse of appropriation.--If on the first day of 
                a fiscal year an appropriation to the Corporation has 
                not been enacted, the Corporation shall continue to 
                collect the assessments and other fees described under 
                subparagraph (B) at the rate in effect during the 
                preceding fiscal year, until 60 days after the date 
                such an appropriation is enacted.
                  ``(F) Exception for certain programs.--This paragraph 
                shall not apply to the Corporation's Insurance Business 
                Line Programs and Receivership Management Business Line 
                Programs, as in existence on the date of enactment of 
                this paragraph.''.
  (b) Conforming Amendment.--Subsection (d) of section 7 of the Federal 
Deposit Insurance Act (12 U.S.C. 1817) is amended to read as follows:
  ``(d) Deposit Insurance Fund Exempt From Apportionment.--
Notwithstanding any other provision of law, amounts received pursuant 
to any assessments or other fees that are deposited into the Deposit 
Insurance Fund shall not be subject to apportionment for the purposes 
of chapter 15 of title 31, United States Code, or under any other 
authority.''.
  (c) 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. 362. BRINGING THE FEDERAL HOUSING FINANCE AGENCY INTO THE 
                    APPROPRIATIONS PROCESS.

  (a) In General.--Section 1316 of the Housing and Community 
Development Act of 1992 (12 U.S.C. 4516) is amended--
          (1) by amending subsection (a) to read as follows:
  ``(a) Appropriations Requirement.--
          ``(1) Recovery of costs of annual appropriation.--The Agency 
        shall collect assessments and other fees that are designed to 
        recover the costs to the Government of the annual appropriation 
        to the Agency by Congress.
          ``(2) Offsetting collections.--Assessments and other fees 
        described under paragraph (1) for any fiscal year--
                  ``(A) shall be deposited and credited as offsetting 
                collections to the account providing appropriations to 
                the Agency; and
                  ``(B) except as provided in paragraph (3), shall not 
                be collected for any fiscal year except to the extent 
                provided in advance in appropriation Acts.
          ``(3) Lapse of appropriation.--If on the first day of a 
        fiscal year an appropriation to the Agency has not been 
        enacted, the Agency shall continue to collect (as offsetting 
        collections) the assessments and other fees described under 
        paragraph (1) at the rate in effect during the preceding fiscal 
        year, until 60 days after the date such an appropriation is 
        enacted.''; and
          (2) by striking subsection (f).
  (b) Effective Date.--The amendments made by this section shall apply 
with respect to expenses paid and assessments and other 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. 363. BRINGING THE NATIONAL CREDIT UNION ADMINISTRATION INTO THE 
                    APPROPRIATIONS PROCESS.

  (a) In General.--Section 105 of the Federal Credit Union Act (12 
U.S.C. 1755) is amended--
          (1) by amending subsections (a) and (b) to read as follows:
  ``(a) Payment by Federal Credit Unions to Administration.--Each 
insured credit union shall pay to the Administration an annual fee.
  ``(b) Determinations of Assessment Periods and Payment Dates.--The 
Board shall determine the periods for which the fee referred to under 
subsection (a) shall be assessed and the date for the payment of such 
fee or increments thereof.'';
          (2) in subsection (c), by striking ``operating'';
          (3) by amending subsection (d) to read as follows:
  ``(d) Appropriations Requirement.--
          ``(1) Recovery of costs of annual appropriation.--The 
        Administration shall collect fees other than those fees 
        referred to under subsection (a) from each insured credit 
        union, as provided under this Act, in an amount stated as a 
        percentage of insured shares of each insured credit union 
        (which percentage shall be the same for all insured credit 
        unions). Such fees shall be designed to recover the costs to 
        the Government of the annual appropriation to the 
        Administration by Congress.
          ``(2) Offsetting collections.--Fees described under paragraph 
        (1) for any fiscal year--
                  ``(A) shall be deposited and credited as offsetting 
                collections to the account providing appropriations to 
                the Administration; and
                  ``(B) except as provided in paragraph (3), shall not 
                be collected for any fiscal year except to the extent 
                provided in advance in appropriation Acts.
          ``(3) Lapse of appropriation.--If on the first day of a 
        fiscal year an appropriation to the Administration has not been 
        enacted, the Administration shall continue to collect (as 
        offsetting collections) the fees described under paragraph (1) 
        at the rate in effect during the preceding fiscal year, until 
        60 days after the date such an appropriation is enacted.
          ``(4) Exception for insurance functions.--This subsection 
        shall not apply to the National Credit Union Share Insurance 
        Fund, including assessments and other fees that are deposited 
        into, and amounts paid from, the National Credit Union Share 
        Insurance Fund.''; and
          (4) by striking subsection (e).
  (b) Conforming Amendments.--The Federal Credit Union Act (12 U.S.C. 
1751 et seq.) is amended--
          (1) in section 120(j), by striking paragraph (3);
          (2) by amending section 128 to read as follows:

``SEC. 128. NATIONAL CREDIT UNION SHARE INSURANCE FUND EXEMPT FROM 
                    APPORTIONMENT.

  ``Notwithstanding any other provision of law, amounts received 
pursuant to any assessments or other fees that are deposited into the 
National Credit Union Share Insurance Fund or the Temporary Corporate 
Credit Union Stabilization Fund shall not be subject to apportionment 
for the purposes of chapter 15 of title 31, United States Code, or 
under any other authority.''; and
          (3) in section 203(a), by striking ``and for such 
        administrative and other expenses incurred in carrying out the 
        purposes of this title''.
  (c) 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. 364. BRINGING THE OFFICE OF THE COMPTROLLER OF THE CURRENCY INTO 
                    THE APPROPRIATIONS PROCESS.

  (a) In General.--Section 5240A of the Revised Statutes of the United 
States (12 U.S.C. 16) is amended--
          (1) by striking ``Sec. 5240A. The Comptroller of the Currency 
        may collect an assessment, fee, or other charge from any entity 
        described in section 3(q)(1) of the Federal Deposit Insurance 
        Act (12 U.S.C. 1813(q)(1)), as the Comptroller determines is 
        necessary or appropriate to carry out the responsibilities of 
        the Office of the Comptroller of the Currency. In establishing 
        the amount of an assessment, fee, or charge collected from an 
        entity under this section,'' and inserting the following:

``SEC. 5240A. COLLECTION OF FEES; APPROPRIATIONS REQUIREMENT.

  ``(a) In General.--In establishing the amount of an assessment, fee, 
or charge collected from an entity under subsection (b),'';
          (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.--
          ``(1) Recovery of costs of annual appropriation.--The 
        Comptroller of the Currency shall impose and collect 
        assessments, fees, or other charges that are designed to 
        recover the costs to the Government of the annual appropriation 
        to the Office of the Comptroller of the Currency by Congress.
          ``(2) Offsetting collections.--Assessments and other fees 
        described under paragraph (1) for any fiscal year--
                  ``(A) shall be deposited and credited as offsetting 
                collections to the account providing appropriations to 
                the Office of the Comptroller of the Currency; and
                  ``(B) except as provided in paragraph (3), shall not 
                be collected for any fiscal year except to the extent 
                provided in advance in appropriation Acts.
          ``(3) Lapse of appropriation.--If on the first day of a 
        fiscal year an appropriation to the Office of the Comptroller 
        of the Currency has not been enacted, the Comptroller of the 
        Currency shall continue to collect (as offsetting collections) 
        the assessments and other fees described under paragraph (1) at 
        the rate in effect during the preceding fiscal year, until 60 
        days after the date such an appropriation is enacted.''.
  (b) Conforming Amendment.--Section 5240 (12 U.S.C. 481 et seq.) of 
the Revised Statutes of the United States is amended by striking the 
fourth undesignated paragraph.
  (c) 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 Comptroller 
of the Currency and that is enacted after the date of the enactment of 
this Act.

SEC. 365. BRINGING THE NON-MONETARY POLICY RELATED FUNCTIONS OF THE 
                    BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM 
                    INTO THE APPROPRIATIONS PROCESS.

  (a) In General.--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.--
          ``(1) Recovery of costs of annual appropriation.--The Board 
        of Governors of the Federal Reserve System and the Federal 
        reserve banks shall collect assessments and other fees, as 
        provided under this Act, that are designed to recover the costs 
        to the Government of the annual appropriation to the Board of 
        Governors of the Federal Reserve System by Congress. 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.
          ``(2) Offsetting collections.--Assessments and other fees 
        described under paragraph (1) for any fiscal year--
                  ``(A) shall be deposited and credited as offsetting 
                collections to the account providing appropriations to 
                the Board of Governors of the Federal Reserve System; 
                and
                  ``(B) except as provided in paragraph (3), shall not 
                be collected for any fiscal year except to the extent 
                provided in advance in appropriation Acts.
          ``(3) Lapse of appropriation.--If on the first day of a 
        fiscal year an appropriation to the Board of Governors of the 
        Federal Reserve System has not been enacted, the Board of 
        Governors of the Federal Reserve System shall continue to 
        collect (as offsetting collections) the assessments and other 
        fees described under paragraph (1) at the rate in effect during 
        the preceding fiscal year, until 60 days after the date such an 
        appropriation is enacted.
          ``(4) Limitation.--This subsection shall only apply to the 
        non-monetary policy related administrative costs of the Board 
        of Governors of the Federal Reserve System.
  ``(b) 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 includes--
                  ``(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).''.
  (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 
Governors of the Federal Reserve System and that is enacted after the 
date of the enactment of this Act.

                  Subtitle F--International Processes

SEC. 371. 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 1007(a), 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 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), as amended by 
section 818(a), is further 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).''.

                  Subtitle G--Unfunded Mandates Reform

SEC. 381. DEFINITIONS.

  For purposes of this title:
          (1) Agency.--The term ``agency'' has the meaning given such 
        term under section 311.
          (2) Other definitions.--Except as provided under paragraph 
        (1), the definitions under section 421 of the Congressional 
        Budget and Impoundment Control Act of 1974 shall apply to this 
        title.

SEC. 382. STATEMENTS TO ACCOMPANY SIGNIFICANT REGULATORY ACTIONS.

  (a) In General.--Unless otherwise expressly prohibited by law, before 
promulgating any general notice of proposed rulemaking or any final 
rule, or within six months after promulgating any final rule that was 
not preceded by a general notice of proposed rulemaking, if the 
proposed rulemaking or final rule includes a Federal mandate that may 
result in an annual effect on State, local, or tribal governments, or 
to the private sector, in the aggregate of $100,000,000 or more in any 
1 year, the agency shall prepare a written statement containing the 
following:
          (1) The text of the draft proposed rulemaking or final rule, 
        together with the information required under subsections (a) 
        and (b)(1) of section 312, as applicable, including an 
        explanation of the manner in which the proposed rulemaking or 
        final rule is consistent with the statutory requirement and 
        avoids undue interference with State, local, and tribal 
        governments in the exercise of their governmental functions.
          (2) Estimates by the agency, if and to the extent that the 
        agency determines that accurate estimates are reasonably 
        feasible, of--
                  (A) the future compliance costs of the Federal 
                mandate; and
                  (B) any disproportionate budgetary effects of the 
                Federal mandate upon any particular regions of the 
                nation or particular State, local, or tribal 
                governments, urban or rural or other types of 
                communities, or particular segments of the private 
                sector.
          (3)(A) A detailed description of the extent of the agency's 
        prior consultation with the private sector and elected 
        representatives (under section 384) of the affected State, 
        local, and tribal governments.
          (B) A detailed summary of the comments and concerns that were 
        presented by the private sector and State, local, or tribal 
        governments either orally or in writing to the agency.
          (C) A detailed summary of the agency's evaluation of those 
        comments and concerns.
          (4) A detailed summary of how the agency complied with each 
        of the regulatory principles described under section 312, as 
        applicable.
  (b) Promulgation.--In promulgating a general notice of proposed 
rulemaking or a final rule for which a statement under subsection (a) 
is required, the agency shall include in the promulgation a summary of 
the information contained in the statement.
  (c) Preparation in Conjunction With Other Statement.--Any agency may 
prepare any statement required under subsection (a) in conjunction with 
or as a part of any other statement or analysis, provided that the 
statement or analysis satisfies the provisions of subsection (a).

SEC. 383. SMALL GOVERNMENT AGENCY PLAN.

  Before establishing any regulatory requirements that might 
significantly or uniquely affect small governments, agencies shall have 
developed a plan under which the agency shall--
          (1) provide notice of the requirements to potentially 
        affected small governments, if any;
          (2) enable officials of affected small governments to provide 
        meaningful and timely input in the development of regulatory 
        proposals containing significant Federal intergovernmental 
        mandates; and
          (3) inform, educate, and advise small governments on 
        compliance with the requirements.

SEC. 384. STATE, LOCAL, AND TRIBAL GOVERNMENT AND PRIVATE SECTOR INPUT.

  (a) In General.--Each agency shall, to the extent permitted in law, 
develop an effective process to permit elected officers of State, 
local, and tribal governments (or their designated employees with 
authority to act on their behalf), and impacted parties within the 
private sector (including small business), to provide meaningful and 
timely input in the development of regulatory proposals containing 
significant Federal mandates.
  (b) Meetings Between State, Local, Tribal and Federal Officers.--The 
Federal Advisory Committee Act (5 U.S.C. App.) shall not apply to 
actions in support of intergovernmental communications where--
          (1) meetings are held exclusively between Federal officials 
        and elected officers of State, local, and tribal governments 
        (or their designated employees with authority to act on their 
        behalf) acting in their official capacities; and
          (2) such meetings are solely for the purposes of exchanging 
        views, information, or advice relating to the management or 
        implementation of Federal programs established pursuant to 
        public law that explicitly or inherently share 
        intergovernmental responsibilities or administration.
  (c) Guidelines.--For appropriate implementation of subsections (a) 
and (b) consistent with applicable laws and regulations, the following 
guidelines shall be followed:
          (1) Consultations shall take place as early as possible, 
        before issuance of a notice of proposed rulemaking, continue 
        through the final rule stage, and be integrated explicitly into 
        the rulemaking process.
          (2) Agencies shall consult with a wide variety of State, 
        local, and tribal officials and impacted parties within the 
        private sector (including small businesses). Geographic, 
        political, and other factors that may differentiate varying 
        points of view should be considered.
          (3) Agencies should estimate benefits and costs to assist 
        with these consultations. The scope of the consultation should 
        reflect the cost and significance of the Federal mandate being 
        considered.
          (4) Agencies shall, to the extent practicable--
                  (A) seek out the views of State, local, and tribal 
                governments, and impacted parties within the private 
                sector (including small business), on costs, benefits, 
                and risks; and
                  (B) solicit ideas about alternative methods of 
                compliance and potential flexibilities, and input on 
                whether the Federal regulation will harmonize with and 
                not duplicate similar laws in other levels of 
                government.
          (5) Consultations shall address the cumulative impact of 
        regulations on the affected entities.
          (6) Agencies may accept electronic submissions of comments by 
        relevant parties but may not use those comments as the sole 
        method of satisfying the guidelines in this subsection.

SEC. 385. LEAST BURDENSOME OPTION OR EXPLANATION REQUIRED.

  (a) In General.--Except as provided in subsection (b), before 
promulgating any rule for which a written statement is required under 
section 382, the agency shall identify and consider a reasonable number 
of regulatory alternatives and from those alternatives select the least 
costly, most cost-effective or least burdensome alternative that 
achieves the objectives of the rule, for--
          (1) State, local, and tribal governments, in the case of a 
        rule containing a Federal intergovernmental mandate; and
          (2) the private sector, in the case of a rule containing a 
        Federal private sector mandate.
  (b) Exception.--The provisions of subsection (a) shall apply unless--
          (1) the head of the affected agency publishes with the final 
        rule an explanation of why the least costly, most cost-
        effective or least burdensome method of achieving the 
        objectives of the rule was not adopted; or
          (2) the provisions are inconsistent with law.
  (c) Certification.--No later than 1 year after the date of the 
enactment of this Act, the Administrator of the Office of Information 
and Regulatory Affairs shall certify to Congress, with a written 
explanation, agency compliance with this section and include in that 
certification agencies and rulemakings that fail to adequately comply 
with this section.

SEC. 386. ASSISTANCE TO THE OFFICE OF INFORMATION AND REGULATORY 
                    AFFAIRS.

  The Administrator of the Office of Information and Regulatory Affairs 
shall--
          (1) collect from agencies the statements prepared under 
        section 382; and
          (2) periodically forward copies of such statements to the 
        Director of the Congressional Budget Office on a reasonably 
        timely basis after promulgation of the general notice of 
        proposed rulemaking or of the final rule for which the 
        statement was prepared.

SEC. 387. OFFICE OF INFORMATION AND REGULATORY AFFAIRS 
                    RESPONSIBILITIES.

  (a) In General.--The Administrator of the Office of Information and 
Regulatory Affairs shall provide meaningful guidance and oversight so 
that each agency's regulations for which a written statement is 
required under section 382 are consistent with the principles and 
requirements of this title, as well as other applicable laws, and do 
not conflict with the policies or actions of another agency. If the 
Administrator determines that an agency's regulations for which a 
written statement is required under section 382 do not comply with such 
principles and requirements, are not consistent with other applicable 
laws, or conflict with the policies or actions of another agency, the 
Administrator shall identify areas of non-compliance, notify the 
agency, and request that the agency comply before the agency finalizes 
the regulation concerned.
  (b) Annual Statements to Congress on Agency Compliance.--The 
Administrator of the Office of Information and Regulatory Affairs 
annually shall submit to Congress a written report detailing compliance 
by each agency with the requirements of this title that relate to 
regulations for which a written statement is required by section 382, 
including activities undertaken at the request of the Administrator to 
improve compliance, during the preceding reporting period. The report 
shall also contain an appendix detailing compliance by each agency with 
section 384.

SEC. 388. JUDICIAL REVIEW.

  (a) Agency Statements on Significant Regulatory Actions.--
          (1) In general.--Compliance or noncompliance by any agency 
        with the provisions of section 382, paragraphs (1) and (2) of 
        section 383(a), and subsections (a) and (b) of section 385 
        shall be subject to judicial review in accordance with this 
        section.
          (2) Limited review of agency compliance or noncompliance.--
                  (A) Agency compliance or noncompliance with the 
                provisions of section 382, paragraphs (1) and (2) of 
                section 383(a), and subsections (a) and (b) of section 
                385 shall be subject to judicial review under section 
                706(1) of title 5, United States Code, and as provided 
                under subparagraph (B).
                  (B) If an agency fails to prepare the written 
                statement (including the preparation of the estimates, 
                analyses, statements, or descriptions) under section 
                382, prepare the written plan under paragraphs (1) and 
                (2) of section 383(a), or comply with subsections (a) 
                and (b) of section 385, a court may compel the agency 
                to prepare such written statement, prepare such written 
                plan, or comply with such section;
          (3) Review of agency rules.--In any judicial review under any 
        other Federal law of an agency rule for which a written 
        statement under section 382, a written plan under paragraphs 
        (1) and (2) of section 383(a), or compliance with subsections 
        (a) and (b) of section 385 is required, the inadequacy or 
        failure to prepare such statement (including the inadequacy or 
        failure to prepare any estimate, analysis, statement, or 
        description), to prepare such written plan, or to comply with 
        such section may be used as a basis for staying, enjoining, 
        invalidating or otherwise affecting such agency rule.
          (4) Certain information as part of record.--Any information 
        generated under section 382, paragraphs (1) and (2) of section 
        383(a), and subsections (a) and (b) of section 385 that is part 
        of the rulemaking record for judicial review under the 
        provisions of any other Federal law may be considered as part 
        of the record for judicial review conducted under such other 
        provisions of Federal law.
          (5) Application of other federal law.--For any petition under 
        paragraph (2) the provisions of such other Federal law shall 
        control all other matters, such as exhaustion of administrative 
        remedies, the time for and manner of seeking review and venue, 
        except that if such other Federal law does not provide a 
        limitation on the time for filing a petition for judicial 
        review that is less than 180 days, such limitation shall be 180 
        days after a final rule is promulgated by the appropriate 
        agency.
          (6) Effective date.--This subsection shall apply to any 
        agency rule for which a general notice of proposed rulemaking 
        is promulgated on or after the date of the enactment of this 
        Act.
  (b) Judicial Review and Rule of Construction.--Except as provided in 
subsection (a)--
          (1) any estimate, analysis, statement, description or report 
        prepared under this title, and any compliance or noncompliance 
        with the provisions of this title, and any determination 
        concerning the applicability of the provisions of this title 
        shall not be subject to judicial review; and
          (2) no provision of this title shall be construed to create 
        any right or benefit, substantive or procedural, enforceable by 
        any person in any administrative or judicial action.

                  Subtitle H--Enforcement Coordination

SEC. 391. POLICIES TO MINIMIZE DUPLICATION OF ENFORCEMENT EFFORTS.

  Each agency (as defined under section 311) shall, not later than the 
end of the 90-day period beginning on the date of the enactment of this 
Act, implement policies and procedures--
          (1) to minimize duplication of efforts with other Federal or 
        State authorities when bringing an administrative or judicial 
        action against an individual or entity;
          (2) to establish when joint investigations, administrative 
        actions, or judicial actions or the coordination of law 
        enforcement activities are necessary and appropriate and in the 
        public interest; and
          (3) to, in the course of a joint investigation, 
        administrative action, or judicial action, establish a lead 
        agency to avoid duplication of efforts and unnecessary burdens 
        and to ensure consistent enforcement, as necessary and 
        appropriate and in the public interest.

           Subtitle I--Penalties for Unauthorized Disclosures

SEC. 392. CRIMINAL PENALTY FOR UNAUTHORIZED DISCLOSURES.

  Section 165 of the Financial Stability Act of 2010 (12 U.S.C. 5365), 
as amended by section 151(b)(6)(M), is further amended by adding at the 
end the following:
  ``(m) Criminal Penalty for Unauthorized Disclosures.--
          ``(1) In general.--Any officer or employee of a Federal 
        department or agency, who by virtue of such officer or 
        employee's employment or official position, has possession of, 
        or access to, agency records which contain individually 
        identifiable information submitted pursuant to the requirements 
        of this section, the disclosure of which is prohibited by 
        Federal statute, rule, or regulation, and who knowing that 
        disclosure of the specific material is so prohibited, willfully 
        discloses the material in any manner to any person or agency 
        not entitled to receive it, shall be guilty of a misdemeanor 
        and fined not more than $5,000.
          ``(2) Obtaining records under false pretenses.--Any person 
        who knowingly and willfully requests or obtains information 
        described under paragraph (1) from a Federal department or 
        agency under false pretenses shall be guilty of a misdemeanor 
        and fined not more than $5,000.
          ``(3) Treatment of determinations.--For purposes of this 
        subsection, a determination made under subsection (d) or (i) 
        based on individually identifiable information submitted 
        pursuant to the requirements of this section shall be deemed 
        individually identifiable information, the disclosure of which 
        is prohibited by Federal statute.''.

                Subtitle II--Stop Settlement Slush Funds

SEC. 393. LIMITATION ON DONATIONS MADE PURSUANT TO SETTLEMENT 
                    AGREEMENTS TO WHICH CERTAIN DEPARTMENTS OR AGENCIES 
                    ARE A PARTY.

  (a) Limitation on Required Donations.--No settlement to which a 
department or agency is a party may direct or provide for a payment to 
any person who is not a victim of the alleged wrongdoing.
  (b) Penalty.--Any Executive branch official or agent thereof who 
enters into or enforces a settlement in violation of subsection (a), 
shall be subject to the same penalties that would apply in the case of 
a violation of section 3302 of title 31, United States Code.
  (c) Effective Date.--Subsections (a) and (b) apply only in the case 
of a settlement agreement concluded on or after the date of enactment 
of this Act.
  (d) Definitions.--
          (1) The term ``department or agency''--
                  (A) has the meaning given the term ``agency'' under 
                section 311; and
                  (B) means the Department of Housing and Urban 
                Development, the Department of Justice, and the Rural 
                Housing Service of the Department of Agriculture.
          (2) The term ``settlement agreement'' means a settlement 
        agreement resolving a civil action or potential civil action, a 
        plea agreement, a deferred prosecution agreement, or a non-
        prosecution agreement.
          (3) The term ``payment'' means a payment or loan.
          (4) The term ``payment to any person who is not a victim'' 
        means any payment other than a payment--
                  (A) to a person who is party to the lawsuit or 
                settlement;
                  (B) that provides restitution for or otherwise 
                directly remedies actual harm (including to the 
                environment) directly and proximately caused by the 
                party making the payment as a result of that party's 
                alleged wrongdoing;
                  (C) that constitutes payment for services rendered in 
                connection with the case; or
                  (D) made pursuant to section 3663 of title 18, United 
                States Code.

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

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

SEC. 401. REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION BROKERS.

  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. 402. 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. 406. 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 $20,000,000 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. 411. 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. 412. ANALYSIS BY THE SEC.

  The Commission shall conduct an analysis of the costs and benefits to 
issuers described in section 411(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. 413. 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 412; and
          (5) any additional information the Commission considers 
        relevant for increasing transparency, decreasing costs, and 
        increasing efficiency of regulatory filings with the 
        Commission.

SEC. 414. 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. 416. 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. 421. 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 120-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 120-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. 426. 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--Enhancing the RAISE Act

SEC. 431. CERTAIN ACCREDITED INVESTOR TRANSACTIONS.

  Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is amended--
          (1) by amending subsection (d) to read as follows:
  ``(d)(1) The transactions referred to in subsection (a)(7) are 
transactions where--
                  ``(A) each purchaser is an accredited investor, as 
                that term is defined in section 230.501(a) of title 17, 
                Code of Federal Regulations (or any successor thereto); 
                and
                  ``(B) if any securities sold in reliance on 
                subsection (a)(7) are offered by means of any general 
                solicitation or general advertising, all such sales are 
                made through a platform available only to accredited 
                investors.
  ``(2) Securities sold in reliance on subsection (a)(7) shall be 
deemed to have been acquired in a transaction not involving any public 
offering.
  ``(3) The exemption provided by this subsection shall not be 
available for a transaction where the seller is--
          ``(A) an issuer, its subsidiaries or parent;
          ``(B) an underwriter acting on behalf of the issuer, its 
        subsidiaries or parent, which receives compensation from the 
        issuer with respect to such sale; or
          ``(C) a dealer.
  ``(4) A transaction meeting the requirements of this subsection shall 
be deemed not to be a distribution for purposes of section 2(a)(11).''; 
and
          (2) by striking subsection (e).

             Subtitle H--Small Business Credit Availability

SEC. 436. BUSINESS DEVELOPMENT COMPANY OWNERSHIP OF SECURITIES OF 
                    INVESTMENT ADVISERS AND CERTAIN FINANCIAL 
                    COMPANIES.

  (a) In General.--Section 60 of the Investment Company Act of 1940 (15 
U.S.C. 80a-59) is amended--
          (1) by striking ``Notwithstanding'' and inserting ``(a) 
        Notwithstanding'';
          (2) by striking ``except that the Commission shall not'' and 
        inserting the following: ``except that--
          ``(1) section 12 shall not apply to the purchasing, otherwise 
        acquiring, or holding by a business development company of any 
        security issued by, or any other interest in the business of, 
        any person who is an investment adviser registered under title 
        II of this Act, who is an investment adviser to an investment 
        company, or who is an eligible portfolio company; and
          ``(2) the Commission shall not'';
          (3) by adding at the end the following:
  ``(b) Nothing in this section shall prevent the Commission from 
issuing rules to address potential conflicts of interest between 
business development companies and investment advisers.''.
  (b) Definition of Eligible Portfolio Company.--Section 2(a)(46)(B) of 
the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(46)(B)) is 
amended by inserting before the semicolon the following: ``(unless it 
is described in paragraph (2), (3), (4), (5), (6), or (9) of such 
section)''.
  (c) Investment Threshold.--Section 55(a) of the Investment Company 
Act of 1940 is amended by inserting before the colon the following: ``, 
provided that no more than 50 percent of its total assets are assets 
described in section 3(c)''.

SEC. 437. 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 and 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'' 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) Except as provided in subparagraph (B), the 
        following shall not apply to a business development company:
                  ``(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) Subparagraph (A) shall not apply with respect to 
        preferred stock issued to a person who is not known by the 
        company to be a qualified institutional buyer (as defined in 
        section 3(a) of the Securities Exchange Act of 1934).''.
  (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. 438. 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. 441. 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. 446. 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. 451. 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. 452. 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. 456. 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. 461. 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 
        (e).''; and
          (2) as amended by section 434(2), by adding at the end the 
        following:
  ``(e) 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. 466. 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. 471. 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, 500 
        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 
                $50,000,000 in aggregate capital contributions and 
                uncalled committed 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. 476. CROWDFUNDING EXEMPTION.

  (a) Securities Act of 1933.--Section 4(a) of the Securities Act of 
1933 (15 U.S.C. 77d) is amended by striking paragraph (6) and inserting 
the following:
          ``(6) transactions involving the offer or sale of securities 
        by an issuer, provided that--
                  ``(A) in the case of a transaction involving an 
                intermediary between the issuer and the investor, such 
                intermediary complies with the requirements under 
                section 4A(a); and
                  ``(B) in the case of a transaction not involving an 
                intermediary between the issuer and the investor, the 
                issuer complies with the requirements under section 
                4A(b).''.
  (b) Requirements to Qualify for Crowdfunding Exemption.--Section 4A 
of the Securities Act of 1933 (15 U.S.C. 77d-1) is amended to read as 
follows:

``SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL TRANSACTIONS.

  ``(a) Requirements on Intermediaries.--For purposes of section 
4(a)(6), a person acting as an intermediary in a transaction involving 
the offer or sale of securities shall comply with the requirements of 
this subsection if the intermediary--
          ``(1) warns investors, including on the intermediary's 
        website used for the offer and sale of such securities, of the 
        speculative nature generally applicable to investments in 
        startups, emerging businesses, and small issuers, including 
        risks in the secondary market related to illiquidity;
          ``(2) warns investors that they are subject to the 
        restriction on sales requirement described under subsection 
        (e);
          ``(3) takes reasonable measures to reduce the risk of fraud 
        with respect to such transaction;
          ``(4) registers with the Commission and the Financial 
        Industry Regulatory Authority, including by providing the 
        Commission with the intermediary's physical address, website 
        address, and the names of the intermediary and employees of the 
        intermediary, and keep such information up-to-date;
          ``(5) provides the Commission with continuous investor-level 
        access to the intermediary's website;
          ``(6) requires each potential investor to answer questions 
        demonstrating--
                  ``(A) an understanding of the level of risk generally 
                applicable to investments in startups, emerging 
                businesses, and small issuers;
                  ``(B) an understanding of the risk of illiquidity; 
                and
                  ``(C) such other areas as the Commission may 
                determine appropriate by rule or regulation, including 
                information relating to the owners' and management's 
                experience, and any related party transactions and 
                conflicts of interest;
          ``(7) carries out a background check on the issuer's 
        principals;
          ``(8) provides the Commission and potential investors with 
        notice of the offering not less than 10 days prior to such 
        offering, not later than the first day securities are offered 
        to potential investors, including--
                  ``(A) the issuer's name, legal status, physical 
                address, and website address;
                  ``(B) the names of the issuer's principals;
                  ``(C) the stated purpose and intended use of the 
                proceeds of the offering sought by the issuer; and
                  ``(D) the target offering amount and the deadline to 
                reach the target offering amount;
          ``(9) outsources cash-management functions to a qualified 
        third party custodian, such as a broker or dealer registered 
        under section 15(b)(1) of the Securities Exchange Act of 1934, 
        a trust company, or an insured depository institution;
          ``(10) makes available on the intermediary's website a method 
        of communication that permits the issuer and investors to 
        communicate with one another;
          ``(11) provides the Commission with a notice upon completion 
        of the offering, which shall include the aggregate offering 
        amount and the number of purchasers; and
  ``(b) Requirements on Issuers if No Intermediary.--For purposes of 
section 4(a)(6), an issuer who offers or sells securities without an 
intermediary shall comply with the requirements of this subsection if 
the issuer--
          ``(1) warns investors, including on the issuer's website, of 
        the speculative nature generally applicable to investments in 
        startups, emerging businesses, and small issuers, including 
        risks in the secondary market related to illiquidity;
          ``(2) warns investors that they are subject to the 
        restriction on sales requirement described under subsection 
        (e);
          ``(3) takes reasonable measures to reduce the risk of fraud 
        with respect to such transaction;
          ``(4) provides the Commission with the issuer's physical 
        address, website address, and the names of the principals and 
        employees of the issuers, and keeps such information up-to-
        date;
          ``(5) provides the Commission with continuous investor-level 
        access to the issuer's website;
          ``(6) requires each potential investor to answer questions 
        demonstrating--
                  ``(A) an understanding of the level of risk generally 
                applicable to investments in startups, emerging 
                businesses, and small issuers;
                  ``(B) an understanding of the risk of illiquidity; 
                and
                  ``(C) such other areas as the Commission may 
                determine appropriate by rule or regulation;
          ``(7) provides the Commission with notice of the offering not 
        less than 10 days prior to such offering, not later than the 
        first day securities are offered to potential investors, 
        including--
                  ``(A) the stated purpose and intended use of the 
                proceeds of the offering sought by the issuer; and
                  ``(B) the target offering amount and the deadline to 
                reach the target offering amount;
          ``(8) outsources cash-management functions to a qualified 
        third party custodian, such as a broker or dealer registered 
        under section 15(b)(1) of the Securities Exchange Act of 1934, 
        a trust company, or an insured depository institution;
          ``(9) makes available on the issuer's website a method of 
        communication that permits the issuer and investors to 
        communicate with one another;
          ``(10) does not offer personalized investment advice;
          ``(11) provides the Commission with a notice upon completion 
        of the offering, which shall include the aggregate offering 
        amount and the number of purchasers; and
  ``(c) Verification of Income.--For purposes of section 4(a)(6), an 
issuer or intermediary may rely on certifications as to annual income 
provided by the person to whom the securities are sold to verify the 
investor's income.
  ``(d) Information Available to States.--The Commission shall make the 
notices described under subsections (a)(9), (a)(13), (b)(8), and 
(b)(13) and the information described under subsections (a)(4) and 
(b)(4) available to the States.
  ``(e) Restriction on Sales.--With respect to a transaction involving 
the issuance of securities described under section 4(a)(6), a purchaser 
may not transfer such securities during the 1-year period beginning on 
the date of purchase, unless such securities are sold to--
          ``(1) the issuer of such securities; or
          ``(2) an accredited investor.
  ``(f) Construction.--
          ``(1) No registration as broker.--With respect to a 
        transaction described under section 4(a)(6) involving an 
        intermediary, such intermediary shall not be required to 
        register as a broker under section 15(a)(1) of the Securities 
        Exchange Act of 1934 solely by reason of participation in such 
        transaction.
          ``(2) No preclusion of other capital raising.--Nothing in 
        this section or section 4(a)(6) shall be construed as 
        preventing an issuer from raising capital through methods not 
        described under section 4(a)(6).''.
  (c) Rulemaking.--Not later than 180 days after the date of enactment 
of this Act, the Securities and Exchange Commission shall issue or 
revise such rules as may be necessary to carry out section 4A of the 
Securities Act of 1933, ans amended by this Act. In issuing or revising 
such rules, the Commission shall consider the costs and benefits of the 
action.
  (d) Disqualification.--Not later than 180 days after the date of 
enactment of this Act, the Securities and Exchange Commission shall by 
rule or regulation establish disqualification provisions under which an 
issuer shall not be eligible to utilize the exemption under section 
4(a)(6) of the Securities Act of 1933 (as amended by this Act) based on 
the disciplinary history of the issuer or its predecessors, affiliates, 
officers, directors, or persons fulfilling similar roles. The 
Commission shall also establish disqualification provisions under which 
an intermediary shall not be eligible to act as an intermediary in 
connection with an offering utilizing the exemption under section 
4(a)(6) of the Securities Act of 1933 based on the disciplinary history 
of the intermediary or its predecessors, affiliates, officers, 
directors, or persons fulfilling similar roles. Such provisions shall 
be substantially similar to the disqualification provisions contained 
in the regulations adopted in accordance with section 926 of the Dodd-
Frank Wall Street Reform and Consumer Protection Act (15 U.S.C. 77d 
note).

SEC. 477. EXCLUSION OF CROWDFUNDING INVESTORS FROM SHAREHOLDER CAP.

  Section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(5)) is amended--
          (1) by striking ``(5) For the purposes'' and inserting:
          ``(5) Definitions.--
                  ``(A) In general.--For the purposes''; and
          (2) by adding at the end the following:
                  ``(B) Exclusion for persons holding certain 
                securities.--For purposes of this subsection, 
                securities held by persons who purchase such securities 
                in transactions described under section 4(a)(6) of the 
                Securities Act of 1933 shall not be deemed to be `held 
                of record'.''.

SEC. 478. PREEMPTION OF STATE LAW.

  (a) In General.--Section 18(b)(4)(C) of the Securities Act of 1933 
(15 U.S.C. 77r(b)(4)(C)) is amended by striking ``section 4(6)'' and 
inserting ``section 4(a)(6)''.
  (b) Clarification of the Preservation of State Enforcement 
Authority.--
          (1) In general.--The amendments made by subsection (a) relate 
        solely to State registration, documentation, and offering 
        requirements, as described under section 18(a) of Securities 
        Act of 1933 (15 U.S.C. 77r(a)), and shall have no impact or 
        limitation on other State authority to take enforcement action 
        with regard to an issuer, intermediary, or any other person or 
        entity using the exemption from registration provided by 
        section 4(a)(6) of such Act, except that a State may not impose 
        any fees under such authority.
          (2) Clarification of state jurisdiction over unlawful conduct 
        of intermediaries, issuers, and custodians.--Section 18(c)(1) 
        of the Securities Act of 1933 is amended by striking ``in 
        connection with securities or securities transactions'' and all 
        that follows and inserting the following: ``, in connection 
        with securities or securities transactions, with respect to--
                  ``(A) fraud or deceit;
                  ``(B) unlawful conduct by a broker or dealer; and
                  ``(C) with respect to a transaction described under 
                section 4(a)(6), unlawful conduct by an intermediary, 
                issuer, or custodian.''.

SEC. 479. TREATMENT OF FUNDING PORTALS.

  Section 5312(c) of title 31, United States Code, is amended by adding 
at the end the following:
          ``(2) Funding portals not included in definition.--The term 
        `financial institution' (as defined in subsection (a)) does not 
        include a funding portal (as defined under section 3(a) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78c(a))).''.

        Subtitle Q--Corporate Governance Reform and Transparency

SEC. 481. 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. 482. 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. 483. 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. 491. 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;
                  (F) a State attorney general; and
                  (G) a transfer agent.
          (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);
          (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)); 
        and
          (15) the term ``transfer agent'' has the meaning given the 
        term in section 3(a) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78c(a)).
  (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 492 to each individual described in section 
                492(a).

SEC. 492. 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 491(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. 493. 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 491(b)(1) or to a covered financial 
institution described in section 491(b)(2) than is provided under State 
law.

       Subtitle S--National Securities Exchange Regulatory Parity

SEC. 496. APPLICATION OF EXEMPTION.

  Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)), 
as amended by section 456(b), 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.

           Subtitle T--Private Company Flexibility and Growth

SEC. 497. SHAREHOLDER THRESHOLD FOR REGISTRATION.

  The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended--
          (1) in section 12(g)--
                  (A) in paragraph (1)--
                          (i) by striking ``shall--'' and all that 
                        follows through ``register such security'' and 
                        inserting ``shall, not later than 120 days 
                        after the last day of its first fiscal year 
                        ended after the effective date of this 
                        subsection on which the issuer has total assets 
                        exceeding $10,000,000 (or such greater amount 
                        of assets as the Commission may establish by 
                        rule) and a class of equity security (other 
                        than an exempted security) held of record by 
                        2,000 or more persons (or such greater number 
                        of persons as the Commission may establish by 
                        rule), register such security''; and
                          (ii) by adding at the end the following: 
                        ``The dollar figure in this paragraph shall be 
                        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, 
                        rounded to the nearest $100,000.''; and
                  (B) in paragraph (4), by striking ``300 persons'' and 
                all that follows through ``1,200 persons persons'' and 
                inserting ``1,200 persons''; and
          (2) in section 15(d)(1), by striking ``300 persons'' and all 
        that follows through ``1,200 persons persons'' and inserting 
        ``1,200 persons''.

        Subtitle U--Small Company Capital Formation Enhancements

SEC. 498. JOBS ACT-RELATED EXEMPTION.

  Section 3(b) of the Securities Act of 1933 (15 U.S.C. 77c(b)) is 
amended--
          (1) in paragraph (2)(A), by striking ``$50,000,000'' and 
        inserting ``$75,000,000, adjusted for inflation by the 
        Commission every 2 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''; and
          (2) in paragraph (5)--
                  (A) by striking ``such amount as'' and inserting: 
                ``such amount, in addition to the adjustment for 
                inflation provided for under such paragraph (2)(A), 
                as''; and
                  (B) by striking ``such amount, it'' and inserting 
                ``such amount, in addition to the adjustment for 
                inflation provided for under such paragraph (2)(A), 
                it''.

                Subtitle V--Encouraging Public Offerings

SEC. 499. EXPANDING TESTING THE WATERS AND CONFIDENTIAL SUBMISSIONS.

  The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended--
          (1) in section 5(d), by striking ``an emerging growth company 
        or any person authorized to act on behalf of an emerging growth 
        company'' and inserting ``an issuer or any person authorized to 
        act on behalf of an issuer''; and
          (2) in section 6(e)--
                  (A) in the heading, by striking ``Emerging Growth 
                Companies'' and inserting ``Draft Registration 
                Statements''; and
                  (B) by amending paragraph (1) to read as follows:
          ``(1) In general.--Any issuer, prior to its initial public 
        offering date, may confidentially submit to the Commission a 
        draft registration statement, for confidential nonpublic review 
        by the staff of the Commission prior to public filing, provided 
        that the initial confidential submission and all amendments 
        thereto shall be publicly filed with the Commission not later 
        than 15 days before the date on which the issuer conducts a 
        road show, as such term is defined in section 230.433(h)(4) of 
        title 17, Code of Federal Regulations, or any successor 
        thereto.''.

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

         Subtitle A--Preserving Access to Manufactured Housing

SEC. 501. 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. 502. HIGH-COST MORTGAGE DEFINITION.

  Section 103 of the Truth in Lending Act (15 U.S.C. 1602), as amended 
by section 501, 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 Law 
                Enforcement Agency 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 Law 
                                Enforcement Agency 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 Law Enforcement Agency to 
                                reflect the change in the Consumer 
                                Price Index); or''.

                      Subtitle B--Mortgage Choice

SEC. 506. 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 502, 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. 511. 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. 512. 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. 516. 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 Law Enforcement Agency, 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. 521. 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. 526. 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 $10,000,000,000.
  (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. 531. 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 Law Enforcement Agency''.
  (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 Law Enforcement Agency 
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. 536. 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 Law Enforcement Agency,'';
                  (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 Law Enforcement Agency,'' 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 Law Enforcement Agency;''; 
                and
                  (B) in section 1005, by striking ``One-fifth'' and 
                inserting ``One-fourth''.

  Subtitle I--National Credit Union Administration Budget Transparency

SEC. 541. 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. 546. REGULATIONS APPROPRIATE TO BUSINESS MODELS.

  (a) In General.--For any regulatory action occurring after the date 
of the enactment of this Act, each Federal financial institutions 
regulatory agency shall--
          (1) take into consideration the risk profile and business 
        models of each type of institution or class 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 in a manner that limits the 
        regulatory compliance impact, cost, liability risk, and other 
        burdens, as appropriate, for the risk profile and business 
        model of the institution or class of institutions involved.
  (b) Other Considerations.--In carrying out the requirements of 
subsection (a), each Federal financial institutions regulatory agency 
shall 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 applicable institution 
        or class of institutions to serve evolving and diverse customer 
        needs;
          (2) the potential impact of examination manuals, regulatory 
        actions taken with respect to third-party service providers, or 
        other regulatory directives that may be in conflict or 
        inconsistent 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.--Each Federal financial 
institutions regulatory agency 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.--Not later than 1 year after the date 
                of the enactment of this Act and annually thereafter, 
                each Federal financial institutions regulatory agency 
                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 on 
                the specific actions taken to tailor the regulatory 
                actions of the agency pursuant to the requirements of 
                this Act.
                  (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.--Not later than 3 months after each 
                report is submitted under paragraph (1), 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 on--
                          (i) the extent to which regulatory actions 
                        tailored pursuant to this Act result in 
                        different treatment of similarly situated 
                        institutions of diverse charter types; 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.--
          (1) In general.--Each Federal financial institutions 
        regulatory agency shall conduct a review of all regulations 
        adopted during the period beginning on the date that is seven 
        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 Act 
        to such regulations.
          (2) Revision.--If the application of the requirements of this 
        Act to any such regulation requires such regulation to be 
        revised, the applicable Federal financial institutions 
        regulatory agency shall revise such regulation within 3 years 
        of the enactment of this Act.
  (f) Definitions.--In this Act, 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 Law Enforcement Agency.
          (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. 551. 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. 556. 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 Law Enforcement 
Agency 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. 561. 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. 566. 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 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. 571. 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 Law 
        Enforcement Agency 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 Law Enforcement Agency 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. 576. 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--Protecting Consumers' Access to Credit

SEC. 581. RATE OF INTEREST AFTER TRANSFER OF LOAN.

  (a) Amendment to the Revised Statutes.--Section 5197 of the Revised 
Statutes of the United States (12 U.S.C. 85) is amended by adding at 
the end the following new sentence: ``A loan that is valid when made as 
to its maximum rate of interest in accordance with this section shall 
remain valid with respect to such rate regardless of whether the loan 
is subsequently sold, assigned, or otherwise transferred to a third 
party, and may be enforced by such third party notwithstanding any 
State law to the contrary.''.
  (b) Amendment to the Home Owners' Loan Act.--Section 4(g)(1) of the 
Home Owners' Loan Act (12 U.S.C. 1463(g)(1)) is amended by adding at 
the end the following new sentence: ``A loan that is valid when made as 
to its maximum rate of interest in accordance with this subsection 
shall remain valid with respect to such rate regardless of whether the 
loan is subsequently sold, assigned, or otherwise transferred to a 
third party, and may be enforced by such third party notwithstanding 
any State law to the contrary.''.
  (c) Amendment to the Federal Credit Union Act.--Section 205(g)(1) of 
the Federal Credit Union Act (12 U.S.C. 1785(g)(1)) is amended by 
adding at the end the following new sentence: ``A loan that is valid 
when made as to its maximum rate of interest in accordance with this 
subsection shall remain valid with respect to such rate regardless of 
whether the loan is subsequently sold, assigned, or otherwise 
transferred to a third party, and may be enforced by such third party 
notwithstanding any State law to the contrary.''.
  (d) Amendment to the Federal Deposit Insurance Act.--Section 27(a) of 
the Federal Deposit Insurance Act (12 U.S.C. 1831d(a)) is amended by 
adding at the end the following new sentence: ``A loan that is valid 
when made as to its maximum rate of interest in accordance with this 
section shall remain valid with respect to such rate regardless of 
whether the loan is subsequently sold, assigned, or otherwise 
transferred to a third party, and may be enforced by such third party 
notwithstanding any State law to the contrary.''.

                 Subtitle R--NCUA Overhead Transparency

SEC. 586. 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.''.

             Subtitle S--Housing Opportunities Made Easier

SEC. 591. CLARIFICATION OF DONATED SERVICES TO NON-PROFITS.

  Section 129E(i) of the Truth in Lending Act (15 U.S.C. 1639e(i)) is 
amended by adding at the end the following:
          ``(4) Rule of construction related to appraisal donations.--
        For purposes of paragraph (1), if a fee appraiser voluntarily 
        donates appraisal services to an organization described in 
        section 170(c)(2) of the Internal Revenue Code of 1986, such 
        voluntary donation shall be deemed customary and reasonable.''.

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

SEC. 601. 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 602.
  (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 depository institution holding company, 
        each insured depository institution subsidiary of the holding 
        company simultaneously makes the election described under 
        subsection (a); and
          (3) 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. 602. 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) 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.
  (c) 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. 603. 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. 604. 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. 605. 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 the 
                date of the enactment of this Act;
                  (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 the date of the 
                enactment of this Act.
          (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 601 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 the date of 
                        enactment of this Act; 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 the date of the 
                enactment of this Act.
          (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 the date of the enactment of this Act.

   TITLE VII--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

       Subtitle A--Separation of Powers and Liberty Enhancements

SEC. 711. CONSUMER LAW ENFORCEMENT AGENCY.

  (a) Making the Bureau an Independent Consumer Law Enforcement 
Agency.--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 law enforcement agency'';
                  (B) in subsection (a)--
                          (i) in the heading of such subsection, by 
                        striking ``Bureau'' and inserting ``Agency'';
                          (ii) by striking ``in the Federal Reserve 
                        System,'';
                          (iii) by striking ``independent bureau'' and 
                        inserting ``independent agency''; and
                          (iv) by striking ``Bureau of Consumer 
                        Financial Protection'' and inserting ``Consumer 
                        Law Enforcement Agency (hereinafter in this 
                        section referred to as the `Agency')'';
                  (C) in subsection (b)(5), by amending subparagraph 
                (A) to read as follows:
                  ``(A) shall be appointed by the President; and'';
                  (D) in subsection (c), by striking paragraph (3);
                  (E) in subsection (e), by striking ``, including in 
                cities in which the Federal reserve banks, or branches 
                of such banks, are located,''; and
                  (F) by striking ``Bureau'' each place such term 
                appears and inserting ``Agency''; and
          (2) in section 1012--
                  (A) in subsection (a)(10), by striking 
                ``examinations,''; and
                  (B) by striking subsection (c).
  (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 Law 
Enforcement Agency.
  (c) Conforming Amendments.--
          (1) 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 table of contents in section 1(b)--
                          (i) by striking ``Bureau of Consumer 
                        Financial Protection'' each place such term 
                        appears and inserting ``Consumer Law 
                        Enforcement Agency''; and
                          (ii) in the table of contents relating to 
                        title X, in the items relating to subtitle B, 
                        subtitle C, and section 1027, by striking 
                        ``Bureau'' each place such term appears and 
                        inserting ``Agency'';
                  (B) in section 2, by amending paragraph (4) to read 
                as follows:
          ``(4) Agency.--The term `Agency' means the Consumer Law 
        Enforcement Agency established under title X.'';
                  (C) in section 342 by striking ``Bureau'' each place 
                such term appears in headings and text and inserting 
                ``Agency'';
                  (D) in section 1400(b)--
                          (i) by striking ``Bureau of Consumer 
                        Financial Protection'' and inserting ``Consumer 
                        Law Enforcement Agency''; and
                          (ii) in the subsection heading, by striking 
                        ``Bureau of Consumer Financial Protection'' and 
                        inserting ``Consumer Law Enforcement Agency'';
                  (E) in section 1411(a)(1), by striking ``Bureau'' and 
                inserting ``Agency''; and
                  (F) in section 1447, by striking ``Director of the 
                Bureau'' each place such term appears and inserting 
                ``Director of the Consumer Law Enforcement Agency''.
          (2) Alternative mortgage transaction parity act of 1982.--The 
        Alternative Mortgage Transaction Parity Act of 1982 (12 U.S.C. 
        3801 et seq.) is amended--
                  (A) by striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and inserting 
                ``Consumer Law Enforcement Agency''; and
                  (B) in the subsection heading of subsection (d) of 
                section 804 (12 U.S.C. 3803(d)), by striking ``Bureau'' 
                and inserting ``Agency''.
          (3) Electronic fund transfer act.--The Electronic Fund 
        Transfer Act (15 U.S.C. 1693 et seq.) is amended--
                  (A) by amending the second paragraph (4) (defining 
                the term ``Bureau'') to read as follows:
          ``(4) the term `Agency' means the Consumer Law Enforcement 
        Agency;'';
                  (B) in section 916(d)(1), by striking ``Bureau of 
                Consumer Financial Protection'' and inserting 
                ``Consumer Law Enforcement Agency''; and
                  (C) by striking ``Bureau'' each place that term 
                appears in heading or text and inserting ``Agency''.
          (4) Equal credit opportunity act.--The Equal Credit 
        Opportunity Act (15 U.S.C. 1691 et seq.) is amended--
                  (A) in section 702 (15 U.S.C. 1691a), by amending 
                subsection (c) to read as follows:
  ``(c) The term `Agency' means the Consumer Law Enforcement Agency.''; 
and
                  (B) by striking ``Bureau'' each place that term 
                appears in heading or text and inserting ``Agency''.
          (5) Expedited funds availability act.--The Expedited Funds 
        Availability Act (12 U.S.C. 4001 et seq.) is amended--
                  (A) by striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and inserting 
                ``Consumer Law Enforcement Agency''; and
                  (B) in the heading of section 605(f)(1), by striking 
                ``board and bureau'' and inserting ``Board and 
                agency''.
          (6) Fair and accurate credit transactions act of 2003.--The 
        Fair and Accurate Credit Transactions Act of 2003 (Public Law 
        108-159) is amended by striking ``Bureau'' each place such term 
        appears and inserting ``Agency''.
          (7) Fair credit reporting act.--The Fair Credit Reporting Act 
        (15 U.S.C. 1681 et seq.) is amended--
                  (A) by amending section 603(w) to read as follows:
  ``(w) Agency.--The term `Agency' means the Consumer Law Enforcement 
Agency.''; and
                  (B) by striking ``Bureau'' each place such term 
                appears, other than in sections 626 and 603(v), and 
                inserting ``Agency''.
          (8) Fair debt collection practices act.--The Fair Debt 
        Collection Practices Act (15 U.S.C. 1692 et seq.) is amended--
                  (A) by amending section 803(1) to read as follows:
          ``(1) The term `Agency' means the Consumer Law Enforcement 
        Agency.''; and
                  (B) by striking ``Bureau'' each place such term 
                appears in heading or text and inserting ``Agency''.
          (9) Federal deposit insurance act.--The Federal Deposit 
        Insurance Act (12 U.S.C. 1811 et seq.) is amended--
                  (A) in the second paragraph (6) (with the heading 
                ``Referral to bureau of consumer financial 
                protection'') of section 8(t) (12 U.S.C. 1818(t))--
                          (i) in the paragraph heading, by striking 
                        ``bureau of consumer financial protection''; 
                        and inserting ``Consumer law enforcement 
                        agency''; and
                          (ii) by striking ``Bureau of Consumer 
                        Financial Protection'' and inserting ``Consumer 
                        Law Enforcement Agency'';
                  (B) by amending clause (vi) of section 11(t)(2)(A) 
                (12 U.S.C. 1821(t)(2)(A)(vi)) to read as follows:
                          ``(vi) The Consumer Law Enforcement 
                        Agency.'';
                  (C) in section 18(x) (12 U.S.C. 1828(x)), by striking 
                ``Bureau of Consumer Financial Protection'' each place 
                such term appears and inserting ``Consumer Law 
                Enforcement Agency'';
                  (D) by striking ``Bureau'' each place such term 
                appears and inserting ``Agency''; and
                  (E) in section 43(e) (12 U.S.C. 1831t(e)), by 
                amending paragraph (5) to read as follows:
          ``(5) Agency.--The term `Agency' means the Consumer Law 
        Enforcement Agency.''.
          (10) 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 1004(a)(4), by striking ``Consumer 
                Financial Protection Bureau'' and inserting ``Consumer 
                Law Enforcement Agency''; and
                  (B) in section 1011, by striking ``Bureau of Consumer 
                Financial Protection'' and inserting ``Consumer Law 
                Enforcement Agency''.
          (11) Financial institutions reform, recovery, and enforcement 
        act of 1989.--The Financial Institutions Reform, Recovery, and 
        Enforcement Act of 1989 (Public Law 101-73; 103 Stat. 183) is 
        amended--
                  (A) in section 1112(b) (12 U.S.C. 3341), by striking 
                ``Bureau of Consumer Financial Protection'' and 
                inserting ``Consumer Law Enforcement Agency'';
                  (B) in section 1124 (12 U.S.C. 3353), by striking 
                ``Bureau of Consumer Financial Protection'' each place 
                such term appears and inserting ``Consumer Law 
                Enforcement Agency'';
                  (C) in section 1125 (12 U.S.C. 3354), by striking 
                ``Bureau of Consumer Financial Protection'' each place 
                such term appears and inserting ``Consumer Law 
                Enforcement Agency''; and
                  (D) in section 1206(a) (12 U.S.C. 1833b(a)), by 
                striking ``Federal Housing Finance Board'' and all that 
                follows through ``Farm Credit Administration'' and 
                inserting ``Federal Housing Finance Board, the Consumer 
                Law Enforcement Agency, and the Farm Credit 
                Administration''.
          (12) Financial literacy and education improvement act.--
        Section 513 of the Financial Literacy and Education Improvement 
        Act (20 U.S.C. 9702) is amended by striking ``Bureau of 
        Consumer Financial Protection'' each place such term appears 
        and inserting ``Consumer Law Enforcement Agency''.
          (13) Gramm-Leach-Bliley act.--Title V of the Gramm-Leach-
        Bliley Act (15 U.S.C. 6801 et seq.) is amended--
                  (A) by striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and inserting 
                ``Consumer Law Enforcement Agency''; and
                  (B) in section 505(a)(8) (15 U.S.C. 6805(a)(8)), by 
                striking ``Bureau'' and inserting ``Agency''.
          (14) Home mortgage disclosure act of 1975.--The Home Mortgage 
        Disclosure Act of 1975 (12 U.S.C. 2801 et seq.) is amended--
                  (A) by striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and inserting 
                ``Consumer Law Enforcement Agency'';
                  (B) by striking ``Bureau'' each place such term 
                appears and inserting ``Agency''; and
                  (C) in section 303, by amending paragraph (1) to read 
                as follows:
          ``(1) the term `Agency' means the Consumer Law Enforcement 
        Agency;''.
          (15) Homeowners protection act of 1998.--Section 10(a)(4) of 
        the Homeowners Protection Act of 1998 (12 U.S.C. 4909(a)(4)) is 
        amended by striking ``Bureau of Consumer Financial Protection'' 
        and inserting ``Consumer Law Enforcement Agency''.
          (16) Home ownership and equity protection act of 1994.--
        Section 158(a) of the Home Ownership and Equity Protection Act 
        of 1994 (15 U.S.C. 1601 note) is amended by striking ``Bureau'' 
        and inserting ``Consumer Law Enforcement Agency''.
          (17) Interstate land sales full disclosure act.--The 
        Interstate Land Sales Full Disclosure Act (12 U.S.C. 1701 et 
        seq.) is amended--
                  (A) by striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and inserting 
                ``Agency'';
                  (B) in section 1402, by amending paragraph (12) to 
                read as follows:
          ``(12) `Agency' means the Consumer Law Enforcement Agency.''; 
        and
                  (C) in section 1416, by striking ``Bureau'' each 
                place such term appears and inserting ``Agency''.
          (18) Real estate settlement procedures act of 1974.--The Real 
        Estate Settlement Procedures Act of 1974 (12 U.S.C. 2601 et 
        seq.) is amended--
                  (A) by striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and inserting 
                ``Consumer Law Enforcement Agency'';
                  (B) by striking ``Bureau'' each place such term 
                appears and inserting ``Agency''; and
                  (C) in section 3, by amending paragraph (9) to read 
                as follows:
          ``(9) the term `Agency' means the Consumer Law Enforcement 
        Agency.''.
          (19) Revised statues of the united states.--Section 
        5136C(b)(3)(B) of the Revised Statutes of the United States (12 
        U.S.C. 25b(b)(3)(B)) is amended by striking ``Bureau of 
        Consumer Financial Protection'' and inserting ``Consumer Law 
        Enforcement Agency''.
          (20) Right to financial privacy act of 1978.--The Right to 
        Financial Privacy Act of 1978 (12 U.S.C. 3401 et seq.) is 
        amended--
                  (A) by amending subparagraph (B) of section 1101(7) 
                (12 U.S.C. 3401(7)(B)) to read as follows:
                  ``(B) the Consumer Law Enforcement Agency;''; and
                  (B) by striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears in heading or 
                text and inserting ``Consumer Law Enforcement Agency''.
          (21) 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.) is 
        amended--
                  (A) in section 1507, by striking ``Bureau, and the 
                Bureau of Consumer Financial Protection'' each place 
                such term appears and inserting ``Consumer Law 
                Enforcement Agency'';
                  (B) by striking ``Bureau of Consumer Financial 
                Protection'' each place such term appears and inserting 
                ``Consumer Law Enforcement Agency'';
                  (C) by striking ``Bureau'' each place such appears, 
                other than in sections 1505(a)(1), 1507(a)(2)(A), and 
                1511(b), and inserting ``Agency'';
                  (D) in section 1503, by amending paragraph (1) to 
                read as follows:
          ``(1) Agency.--The term `Agency' means the Consumer Law 
        Enforcement Agency.'';
                  (E) in the heading of section 1508, by striking 
                ``bureau of consumer financial protection'' and 
                inserting ``consumer law enforcement agency''; and
                  (F) in the heading of section 1514, by striking 
                ``bureau'' and inserting ``agency''.
          (22) Telemarketing and consumer fraud and abuse prevention 
        act.--The Telemarketing and Consumer Fraud and Abuse Prevention 
        Act (15 U.S.C. 6101 et seq.) is amended by striking ``Bureau of 
        Consumer Financial Protection'' each place such term appears in 
        heading or text and inserting ``Consumer Law Enforcement 
        Agency''.
          (23) Title 5, united states code.--Title 5, United States 
        Code, is amended--
                  (A) in section 552a(w)--
                          (i) in the subsection heading, by striking 
                        ``Bureau of Consumer Financial Protection'' and 
                        inserting ``Consumer Law Enforcement Agency'';
                          (ii) by striking ``Bureau of Consumer 
                        Financial Protection'' and inserting ``Consumer 
                        Law Enforcement Agency'';
                  (B) in section 609(d)(2), by striking ``Consumer 
                Financial Protection Bureau of the Federal Reserve 
                System'' and inserting ``Consumer Law Enforcement 
                Agency''; and
                  (C) in section 3132(a)(1)(D), as amended by section 
                151(a)(1), is further amended by inserting ``the 
                Consumer Law Enforcement Agency,'' before ``and the 
                National Credit Union Administration''.
          (24) Title 10, united states code.--
                  (A) Section 987.--Section 987(h)(3)(E) of title 10, 
                United States Code, is amended by striking ``Bureau of 
                Consumer Financial Protection'' and inserting 
                ``Consumer Law Enforcement Agency''.
                  (B) NDAA fy 2015.--Section 557(a) of the Carl Levin 
                and Howard P. ``Buck'' McKeon National Defense 
                Authorization Act for Fiscal Year 2015 (Public Law 113-
                29; 128 Stat. 3381; 10 U.S.C. 1144 note), is amended by 
                striking ``Consumer Financial Protection Bureau'' each 
                place such term appears and inserting ``Consumer Law 
                Enforcement Agency''.
          (25) Title 44, united states code.--Title 44, United States 
        Code, is amended--
                  (A) in section 3502(5), by striking ``the Bureau of 
                Consumer Financial Protection, the Office of Financial 
                Research,'' and inserting ``the Consumer Law 
                Enforcement Agency,''; and
                  (B) in section 3513(c), by striking ``Bureau of 
                Consumer Financial Protection'' and inserting 
                ``Consumer Law Enforcement Agency''.
          (26) Truth in lending act.--The Truth in Lending Act (15 
        U.S.C. 1601 et seq.) is amended--
                  (A) by amending section 103(b) (15 U.S.C. 1602(b)) to 
                read as follows:
  ``(b) Agency.--The term `Agency' means the Consumer Law Enforcement 
Agency.'';
                  (B) by amending section 103(c) (15 U.S.C. 1602(c)) to 
                read as follows:
  ``(c) Board.--The term `Board' means the Board of Governors of the 
Federal Reserve System.''; and
                  (C) in section 128(f) (15 U.S.C. 1638(f)), by 
                striking ``Board'' each place such term appears and 
                inserting ``Agency'';
                  (D) in sections 129B (15 U.S.C. 1639b) and 129C (15 
                U.S.C. 1639c), by striking ``Board'' each place such 
                term appears and inserting ``Agency'';
                  (E) in section 140A (15 U.S.C. 1651), by striking 
                ``in consultation with the Bureau'' and inserting ``in 
                consultation with the Federal Trade Commission'';
                  (F) by striking ``National Credit Union 
                Administration Bureau'' each place such term appears 
                and inserting ``National Credit Union Administration 
                Board'';
                  (G) by striking ``Bureau'' each place such term 
                appears in heading or text and inserting ``Agency''; 
                and
                  (H) by striking ``bureau'' and inserting ``Agency'' 
                in the paragraph headings for--
                          (i) section 122(d)(2) (15 U.S.C. 1632(d)(2));
                          (ii) section 127(c)(5) (15 U.S.C. 
                        1637(c)(5));
                          (iii) section 127(r)(3) (15 U.S.C. 
                        1637(r)(3)); and
                          (iv) section 127A(a)(14) (15 U.S.C. 
                        1637a(a)(14)).
          (27) Truth in savings act.--The Truth in Savings Act (12 
        U.S.C. 4301 et seq.) is amended--
                  (A) by amending paragraph (4) of section 274 (12 
                U.S.C. 4313(4)) to read as follows:
          ``(4) Agency.--The term `Agency' means the Consumer Law 
        Enforcement Agency.'';
                  (B) by striking ``National Credit Union 
                Administration Bureau'' each place such term appears 
                and inserting ``National Credit Union Administration 
                Board''; and
                  (C) by striking ``Bureau'' each place such term 
                appears and inserting ``Agency''.

SEC. 712. AUTHORITY OF THE OFFICE OF INFORMATION AND REGULATORY 
                    AFFAIRS.

  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) Authority of the Office of Information and Regulatory 
Affairs.--The Office of Information and Regulatory Affairs shall have 
the same duties and authorities with respect to the Consumer Law 
Enforcement Agency as the Office of Information and Regulatory Affairs 
has with respect to any other agency that is not an independent 
regulatory agency (as such terms are defined, respectively, under 
section 3502 of title 44, United States Code).''.

SEC. 713. BRINGING THE AGENCY 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 Agency for each of fiscal years 2017 
        and 2018 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. 714. CONSUMER LAW ENFORCEMENT AGENCY 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 Law 
                Enforcement Agency;'' after ``the President of the 
                Export-Import Bank;''; and
                  (B) in paragraph (2), by inserting ``the Consumer Law 
                Enforcement Agency,'' after ``the Export-Import 
                Bank,''.
  (b) Requirements for the Inspector General for the Consumer Law 
Enforcement Agency.--
          (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 Agency.''; 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 Agency shall appear, upon invitation, before the Committee on 
Banking, Housing, and Urban Affairs of the Senate and the Committee on 
Financial Services 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 Law Enforcement Agency.''.
          (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 Law Enforcement 
        Agency 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 Law Enforcement 
Agency. 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. 715. PRIVATE PARTIES AUTHORIZED TO COMPEL THE AGENCY 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 Agency 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 
        Agency 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 Agency to terminate the 
        proceeding.
          ``(2) Civil action authorized.--If a person requires the 
        Agency to terminate a proceeding pursuant to paragraph (1), the 
        Agency 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. 716. 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 an Agency 
        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 
        Agency 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 Agency 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. 717. AGENCY 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 by adding at the end the 
following: ``In addition, the Director 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.''.
  (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:
  ``(h) Office of Economic Analysis.--
          ``(1) Establishment.--The Director shall, not later than the 
        end of the 60-day period beginning on the date of the enactment 
        of this subsection, establish an Office of Economic Analysis.
          ``(2) Direct reporting.--The head of the Office of Economic 
        Analysis shall report directly to the Director.
          ``(3) Review and assessment of proposed rules and 
        regulations.--The Office of Economic Analysis shall--
                  ``(A) review all proposed rules and regulations of 
                the Agency;
                  ``(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.
          ``(4) Measuring existing rules and regulations.--The Office 
        of Economic Analysis shall--
                  ``(A) review each rule and regulation issued by the 
                Commission after 1, 2, 6, and 11 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.
          ``(5) Cost-benefit analysis related to administrative 
        enforcement and civil actions.--The Office of Economic Analysis 
        shall--
                  ``(A) carry out a cost-benefit analysis of any 
                proposed administrative enforcement action, civil 
                lawsuit, or consent order of the Agency; and
                  ``(B) assess the impact of such complaint, lawsuit, 
                or order on consumer choice, price, and access to 
                credit products.''.
          (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.--Before issuing any rule or regulation, the 
        Director shall consider the review and assessment of such rule 
        or regulation carried out by the Office of Economic Analysis.
          ``(6) Identification of problems and metrics for judging 
        success.--
                  ``(A) In general.--The Director shall, in each 
                proposed rulemaking of the Agency--
                          ``(i) identify the problem that the 
                        particular rule or regulations is seeking to 
                        solve; and
                          ``(ii) specify the metrics by which the 
                        Agency 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.''.
          (3) Consideration of cost-benefit review related to 
        administrative actions.--The Dodd-Frank Wall Street Reform and 
        Consumer Protection Act (12 U.S.C. 5301 et seq.) is amended--
                  (A) in subtitle E of title X, by adding at the end 
                the following:

``SEC. 1059. CONSIDERATION OF COST-BENEFIT ANALYSIS RELATED TO 
                    ADMINISTRATIVE ENFORCEMENT AND CIVIL ACTIONS.

  ``Before initiating any administrative enforcement action or civil 
lawsuit or entering into a consent order, the Director shall consider 
the cost-benefit analysis of such action, lawsuit, or order carried out 
by the Office of Economic Analysis.''; and
                  (B) in the table of contents under section 1(b), by 
                inserting after the item relating to section 1058 the 
                following:

``Sec. 1059. Consideration of cost-benefit analysis related to 
administrative enforcement and civil actions.''.

  (c) Avoidance of Duplicative or Unnecessary Analyses.--The Consumer 
Law Enforcement Agency may perform any of the analyses required by the 
amendments made 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. 718. NO DEFERENCE TO AGENCY 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. 721. ADVISORY OPINIONS.

  Section 1022(b) of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5512(b)), as amended by section 717, is further amended by 
adding at the end the following:
          ``(7) Advisory opinions.--
                  ``(A) Establishing procedures.--
                          ``(i) In general.--The Director 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 Director shall consult with the 
                        prudential regulators and such other Federal 
                        departments and agencies as the Director 
                        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 
                        Director 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 Director 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 Director 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 Director determines that the Agency 
                        requires additional time to issue an opinion, 
                        the Director may make a single extension of the 
                        deadline of 90 days or less.
                          ``(iii) Denial of requests.--The Director 
                        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 
                                Agency within a reasonable time 
                                established by the Agency.
                          ``(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 Agency's public record 90 days after the 
                        requesting party has received the advice, 
                        subject to any limitations on public disclosure 
                        arising from statutory restrictions, Agency 
                        regulations, or the public interest. The Agency 
                        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 Agency 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 Director 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 Agency 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 Director 
                responds to such inquiry or the covered person 
                withdraws such inquiry before receiving an opinion.
                  ``(E) Assistance for small businesses.--
                          ``(i) In general.--The Agency 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 Director 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 Director 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 Director 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. 722. 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 713, 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 Agency shall establish and 
                maintain a segregated account in the Civil Penalty Fund 
                each time the Agency obtains a civil penalty against 
                any person in any judicial or administrative action 
                under Federal consumer financial laws.
                  ``(B) Deposits in segregated accounts.--The Agency 
                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 Agency 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 Agency, 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 Agency 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 Agency 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 Agency 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 Law Enforcement Agency 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. 723. AGENCY 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 Agency shall be set and adjusted by the Director 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 Law Enforcement Agency 
following the 90-day period beginning on the date of enactment of this 
Act.

SEC. 724. ELIMINATION OF MARKET MONITORING FUNCTIONS.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
          (1) in section 1021(c)--
                  (A) by striking paragraph (3); and
                  (B) by redesignating paragraphs (4), (5), and (6) as 
                paragraphs (3), (4), and (5), respectively;
          (2) in section 1022, by striking subsection (c); and
          (3) in section 1026(b), by striking ``, and to assess and 
        detect risks to consumers and consumer financial markets''.

SEC. 725. REFORMS TO MANDATORY FUNCTIONAL UNITS.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
          (1) in section 1013--
                  (A) in subsection (b)--
                          (i) in paragraph (1), by striking ``shall 
                        establish'' and inserting ``may establish'';
                          (ii) in paragraph (2), by striking ``shall 
                        establish'' and inserting ``may establish''; 
                        and
                          (iii) paragraph (3)(D)--
                                  (I) by striking ``To facilitate 
                                preparation of the reports required 
                                under subparagraph (C), supervision and 
                                enforcement activities, and monitoring 
                                of the market for consumer financial 
                                products and services, the'' and 
                                inserting ``The''; and
                                  (II) by adding at the end the 
                                following: ``Information collected 
                                under this paragraph may not be made 
                                publicly available.'';
                  (B) in subsection (c)--
                          (i) in paragraph (1), by striking ``shall 
                        establish'' and inserting ``may establish''; 
                        and
                          (ii) in paragraph (3), by striking ``There is 
                        established the'' and inserting ``At any time 
                        when the Office of Fair Lending and Equal 
                        Opportunity exists within the Agency, there 
                        shall be a'';
                  (C) in subsection (d)--
                          (i) in paragraph (1), by striking ``shall 
                        establish'' and inserting ``may establish'';
                          (ii) in paragraph (3)--
                                  (I) in subparagraph (A), by inserting 
                                ``, if such Office exists within the 
                                Agency,'' after ``Community Affairs 
                                Office''; and
                                  (II) in subparagraph (B), by striking 
                                ``established by the Director'' and 
                                inserting ``, if established by the 
                                Director,''; and
                          (iii) in paragraph (4), by striking ``Not 
                        later than 24 months after the designated 
                        transfer date, and annually thereafter,'' and 
                        inserting ``Annually, at any time when the 
                        Office of Financial Education exists within the 
                        Agency,'';
                  (D) in subsection (e)(1), by striking ``shall 
                establish'' and inserting ``may establish'';
                  (E) by striking subsection (f);
                  (F) by redesignating subsections (g) and (h) as 
                subsections (f) and (g), respectively; and
                  (G) in subsection (f), as so redesignated--
                          (i) in paragraph (1)--
                                  (I) by striking ``Before the end of 
                                the 180-day period beginning on the 
                                designated transfer date, the Director 
                                shall'' and inserting ``The Director 
                                may''; and
                                  (II) by striking ``on protection from 
                                unfair, deceptive, and abusive 
                                practices and'';
                          (ii) in paragraph (2), by striking ``The 
                        Office'' and inserting ``At any time when the 
                        Office of Financial Protection for Older 
                        Americans exists within the Agency, the 
                        Office''; and
                          (iii) in paragraph (3)--
                                  (I) in subparagraph (A)--
                                          (aa) by striking clause (i);
                                          (bb) by redesignating clauses 
                                        (ii) and (iii) as clauses (i) 
                                        and (ii), respectively; and
                                          (cc) in clause (ii), as so 
                                        redesignated, by striking ``to 
                                        respond to consumer problems 
                                        caused by unfair, deceptive, or 
                                        abusive practices'';
                                  (II) in subparagraph (B), by striking 
                                ``and alert the Commission and State 
                                regulators of certifications or 
                                designations that are identified as 
                                unfair, deceptive, or abusive''; and
                                  (III) in subparagraph (D)--
                                          (aa) by striking clause (i); 
                                        and
                                          (bb) by redesignating clauses 
                                        (ii) and (iii) as clauses (i) 
                                        and (ii), respectively;
          (2) in section 1029(e), by inserting after ``Affairs,'' the 
        following: ``if established under this title,''; and
          (3) in section 1035--
                  (A) in subsection (a), by striking ``shall 
                designate'' and inserting ``may designate''; and
                  (B) in subsection (b), by striking ``The Secretary'' 
                and inserting ``If the Secretary designates the 
                Ombudsman under subsection (a), the Secretary''.

SEC. 726. REPEAL OF MANDATORY ADVISORY BOARD.

  (a) In General.--Section 1014 of the Consumer Financial Protection 
Act of 2010 (12 U.S.C. 5494) is repealed.
  (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 item relation to section 1014.
  (c) Rule of Construction.--Nothing in this section may be construed 
as limiting the authority of the Director of the Consumer Law 
Enforcement Agency to establish advisory committees pursuant to the 
Federal Advisory Committee Act.

SEC. 727. ELIMINATION OF SUPERVISION AUTHORITY.

  (a) In General.--The Consumer Financial Protection Act of 2010 (12 
U.S.C. 5481 et seq.) is amended--
          (1) in section 1002(15)(B)(ii)(I), by striking ``examination 
        or'';
          (2) in section 1013(a)(1)(B), by striking ``compliance 
        examiners, compliance supervision analysts,'';
          (3) in section 1016(c)--
                  (A) in paragraph (5), by striking ``supervisory 
                and''; and
                  (B) in paragraph (6), by striking ``orders, and 
                supervisory actions'' and inserting ``and orders'';
          (4) in section 1024--
                  (A) in the heading, by striking ``supervision of'' 
                and inserting ``authority with respect to certain'';
                  (B) in subsection (a)--
                          (i) in paragraph (1)(B), by striking ``as 
                        defined by rule in accordance with paragraph 
                        (2)'' and inserting ``as of the date of the 
                        enactment of the Financial CHOICE Act of 
                        2017'';
                          (ii) by striking paragraph (2);
                          (iii) by redesignating paragraph (3) as 
                        paragraph (2); and
                          (iv) in subparagraph (A) of paragraph (2), as 
                        so redesignated, by striking ``1025(a) or'';
                  (C) by striking subsection (b);
                  (D) by redesignating subsections (c), (d), (e), and 
                (f) as subsections (b), (c), (d), and (e), 
                respectively;
                  (E) in subsection (c), as so redesignated--
                          (i) in the heading, by striking ``and 
                        Examination Authority''; and
                          (ii) by striking ``, conduct examinations,'' 
                        each place such term appears;
                  (F) in subsection (d), as so redesignated--
                          (i) by inserting ``rulemaking and 
                        enforcement, but not supervisory,'' before 
                        ``authority of the Bureau''; and
                          (ii) by striking ``conducting any examination 
                        or requiring any report from a service provider 
                        subject to this subsection'' and inserting 
                        ``carrying out any authority pursuant to this 
                        subsection with respect to a service 
                        provider'';
          (5) by striking section 1025;
          (6) in section 1026--
                  (A) by amending subsection (a) to read as follows:
  ``(a) Scope of Coverage.--This section shall apply to any covered 
person that is an insured depository institution or an insured credit 
union.'';
                  (B) in subsection (b)(3), by striking ``report of 
                examination or related'';
                  (C) by striking subsection (c);
                  (D) by redesignating subsections (d) and (e) as 
                subsections (c) and (d), respectively; and
                  (E) in subsection (d), as so redesignated--
                          (i) by striking ``section 1025'' and 
                        inserting ``this section''; and
                          (ii) by striking ``When conducting any 
                        examination or requiring any report from a 
                        service provider subject to this subsection'' 
                        and inserting ``In carrying out any authority 
                        pursuant to this subsection with respect to a 
                        service provider'';
          (7) in section 1027--
                  (A) by striking ``supervisory,'' each place such term 
                appears;
                  (B) in subsection (e)(1), by striking ``supervisory 
                or''; and
                  (C) in subsection (p), by striking ``section 
                1024(c)(1)'' and inserting ``section 1024(b)(1)'';
          (8) in section 1034--
                  (A) by striking subsections (b) and (c); and
                  (B) by redesignating subsection (d) as subsection 
                (b);
          (9) in section 1053--
                  (A) in subsection (b)(1)(A), by striking ``sections 
                1024, 1025, and 1026'' and inserting ``sections 1024 
                and 1026''; and
                  (B) in subsection (c)(3)(B)(ii)(II), by striking ``, 
                by examination or otherwise,'';
          (10) in section 1054(a), by striking ``sections 1024, 1025, 
        and 1026'' and inserting ``sections 1024 and 1026'';
          (11) in section 1061--
                  (A) in subsection (a)(1)--
                          (i) in subparagraph (A), by striking ``; 
                        and'' at the end and inserting a period; and
                          (ii) by striking subparagraph (B); and
                  (B) in subsection (c)--
                          (i) by amending paragraph (1) to read as 
                        follows:
          ``(1) Examination.--A transferor agency that is a prudential 
        regulator shall have exclusive authority (relative to the 
        Bureau) to require reports from and conduct examinations for 
        compliance with Federal consumer financial laws with respect to 
        a person described in section 1026(a).'';
                          (ii) in paragraph (2)--
                                  (I) by striking subparagraph (A); and
                                  (II) by redesignating subparagraphs 
                                (B) and (C) as subparagraphs (A) and 
                                (B), respectively;
          (12) in section 1063, by striking ``sections 1024, 1025, and 
        1026'' each place such term appears and inserting ``sections 
        1024 and 1026''; and
          (13) in section 1067, by striking subsection (e).
  (b) Home Mortgage Disclosure Act of 1975.--Section 305(d) of the Home 
Mortgage Disclosure Act of 1975 (12 U.S.C. 2804(d)) is amended by 
striking ``examine and''.
  (c) Omnibus Appropriations Act, 2009.--Section 626 of the Omnibus 
Appropriations Act, 2009 (15 U.S.C. 1638 note) is repealed.
  (d) Clerical Amendment.--The table of contents in section 1(b) of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act is amended--
          (1) in the item relating to section 1024, by striking 
        ``SUPERVISION OF'' and inserting ``AUTHORITY WITH RESPECT TO 
        CERTAIN''; and
          (2) by striking the item relating to section 1025.

SEC. 728. TRANSFER OF OLD OTS BUILDING FROM OCC TO GSA.

  Not later than 180 days after the date of enactment of this Act, 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.

SEC. 729. LIMITATION ON AGENCY AUTHORITY.

  Section 1027 of the Consumer Financial Protection Act of 2010 (12 
U.S.C. 5517) is amended--
          (1) in subsection (g)(3)(A), by striking ``may not exercise 
        any rulemaking or enforcement authority'' and inserting ``may 
        not exercise any rulemaking, enforcement, or other authority'';
          (2) in subsection (i)(1), by striking ``shall have no 
        authority to exercise any power to enforce this title'' and 
        inserting ``may not exercise any rulemaking, enforcement, or 
        other authority''; and
          (3) in subsection (j)(1), by striking ``shall have no 
        authority to exercise any power to enforce this title'' and 
        inserting ``may not exercise any rulemaking, enforcement, or 
        other authority''.

                    Subtitle C--Policy Enhancements

SEC. 731. CONSUMER RIGHT TO FINANCIAL PRIVACY.

  (a) Requirement of the Agency to Obtain Permission Before Collecting 
Nonpublic Personal Information.--Section 1022 of the Consumer Financial 
Protection Act of 2010 (12 U.S.C. 5512), as amended by section 724(3), 
is further amended by inserting after subsection (b) the following:
  ``(c) Consumer Privacy.--
          ``(1) In general.--The Agency may not request, obtain, 
        access, collect, use, retain, or disclose any nonpublic 
        personal information about a consumer unless--
                  ``(A) the Agency 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
                  ``(B) before such information is requested, obtained, 
                accessed, collected, used, retained, or disclosed, the 
                consumer informs the Agency that such information may 
                be requested, obtained, accessed, collected, used, 
                retained, or disclosed.
          ``(2) Application of requirement to contractors of the 
        agency.--Paragraph (1) shall apply to any person directed or 
        engaged by the Agency to collect information to the extent such 
        information is being collected on behalf of the Agency.
          ``(3) Definition of nonpublic personal information.--In this 
        subsection, 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 Agency 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. 732. REPEAL OF COUNCIL AUTHORITY TO SET ASIDE AGENCY 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. 733. REMOVAL OF AUTHORITY TO REGULATE SMALL-DOLLAR CREDIT.

  The Consumer Financial Protection Act of 2010 (12 U.S.C. 5481 et 
seq.) is amended--
          (1) in section 1024(a)(1)--
                  (A) in subparagraph (C), by adding ``or'' at the end;
                  (B) in subparagraph (D), by striking ``; or'' and 
                inserting a period; and
                  (C) by striking subparagraph (E); and
          (2) in section 1027, by adding at the end the following:
  ``(t) No Authority to Regulate Small-dollar Credit.--The Agency may 
not exercise any rulemaking, enforcement, or other authority with 
respect to payday loans, vehicle title loans, or other similar 
loans.''.

SEC. 734. 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 721, 
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 Agency 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 Agency, all studies, data, 
                methodologies, analyses, and other information relied 
                on by the Agency 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 Law Enforcement Agency that 
is not primarily related to indirect auto financing.

SEC. 735. 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. 736. REMOVAL OF AGENCY UDAAP AUTHORITY.

  (a) In General.--The Consumer Financial Protection Act of 2010 (12 
U.S.C. 5481 et seq.) is amended--
          (1) in section 1021(b)(2), by striking ``unfair, deceptive, 
        or abusive acts and practices and'';
          (2) by striking section 1031;
          (3) in section 1036(a)--
                  (A) in paragraph (1)--
                          (i) by striking ``provider'' and all that 
                        follows through ``to offer'' and inserting 
                        ``provider to offer'';
                          (ii) by striking subparagraph (B); and
                  (B) in paragraph (2)(C), by striking ``; or'' at the 
                end and inserting a period; and
                  (C) by striking paragraph (3); and
          (4) in section 1061(b)(5)--
                  (A) in subparagraph (B), by striking clause (ii);
                  (B) by striking subparagraph (D); and
                  (C) by redesignating subparagraph (E) (as amended by 
                section 718(2)) as subparagraph (D); and
          (5) in section 1076(b)(2), by striking ``determine--'' and 
        all that follows through ``(B) provide for'' and inserting 
        ``determine, provide for''.
  (b) Telemarketing and Consumer Fraud and Abuse Prevention Act.--
Section 3(c) of the Telemarketing and Consumer Fraud and Abuse 
Prevention Act (15 U.S.C. 6102) is amended--
          (1) in paragraph (1), by striking ``; and'' at the end and 
        inserting a period;
          (2) by striking paragraph (2); and
          (3) by striking ``subsection (a)--'' and all that follows 
        through ``(1) shall'' and inserting ``subsection (a) shall''.
  (c) 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 item relating to section 1031.

SEC. 737. PRESERVATION OF UDAP AUTHORITY FOR FEDERAL BANKING 
                    REGULATORS.

  (a) In General.--Section 18(f) of the Federal Trade Commission Act 
(15 U.S.C. 57a(f)) is amended to read as follows:
  ``(f) Unfair or Deceptive Acts or Practices by Depository 
Institutions.--
          ``(1) In general.--In order to prevent unfair or deceptive 
        acts or practices in or affecting commerce (including acts or 
        practices which are unfair or deceptive to consumers) by 
        depository institutions, each Federal banking regulator shall 
        prescribe regulations to carry out the purposes of this 
        section, including regulations defining with specificity such 
        unfair or deceptive acts or practices, and containing 
        requirements prescribed for the purpose of preventing such acts 
        or practices.
          ``(2) Promulgating substantially similar regulations.--
        Whenever the Commission prescribes a rule under subsection 
        (a)(1)(B), then within 60 days after such rule takes effect 
        each Federal banking regulator shall promulgate substantially 
        similar regulations prohibiting acts or practices of depository 
        institutions which are substantially similar to those 
        prohibited by rules of the Commission and which impose 
        substantially similar requirements, unless--
                  ``(A) the Federal banking regulator finds that such 
                acts or practices of depository institutions are not 
                unfair or deceptive; or
                  ``(B) the Board of Governors of the Federal Reserve 
                System finds that implementation of similar regulations 
                with respect to depository institutions would seriously 
                conflict with essential monetary and payments systems 
                policies of such Board, and publishes any such finding, 
                and the reasons therefor, in the Federal Register.
          ``(3) Enforcement.--
                  ``(A) In general.--Compliance with regulations 
                prescribed under this subsection shall be enforced--
                          ``(i) under section 8 of the Federal Deposit 
                        Insurance Act, with respect to a depository 
                        institution other than a Federal credit union; 
                        and
                          ``(ii) under sections 120 and 206 of the 
                        Federal Credit Union Act, with respect to a 
                        Federal credit union.
                  ``(B) Deeming of violation.--For the purpose of the 
                exercise by a Federal banking regulator of the 
                regulator's powers under any Act referred to in 
                subparagraph (A), a violation of any regulation 
                prescribed under this subsection shall be deemed to be 
                a violation of a requirement imposed under that Act.
                  ``(C) Enforcement through any existing authority.--In 
                addition to its powers under any provision of law 
                specifically referred to in subparagraph (A), each 
                Federal banking regulator may exercise, for the purpose 
                of enforcing compliance with any regulation prescribed 
                under this subsection, any other authority conferred on 
                the regulator by law.
          ``(4) Rule of construction.--The authority of the Board of 
        Governors of the Federal Reserve System to issue regulations 
        under this subsection does not impair the authority of any 
        other Federal banking regulator to make rules respecting the 
        regulator's own procedures in enforcing compliance with 
        regulations prescribed under this subsection.
          ``(5) Report to congress.--Each Federal banking regulator 
        exercising authority under this subsection shall transmit to 
        the Congress each year a detailed report on its activities 
        under this subsection during the preceding calendar year.
          ``(6) Definitions.--For purposes of this Act:
                  ``(A) Bank.--The term `bank' means--
                          ``(i) national banks and Federal branches and 
                        Federal agencies of foreign banks;
                          ``(ii) member banks of the Federal Reserve 
                        System (other than national banks), branches 
                        and agencies of foreign banks (other than 
                        Federal branches, Federal agencies, and insured 
                        State branches of foreign banks), commercial 
                        lending companies owned or controlled by 
                        foreign banks, and organizations operating 
                        under section 25 or 25A of the Federal Reserve 
                        Act; and
                          ``(iii) banks insured by the Federal Deposit 
                        Insurance Corporation (other than banks 
                        referred to in clause (i) or (ii) and insured 
                        State branches of foreign banks.
                  ``(B) Depository institution.--The term `depository 
                institution' means a bank, a savings and loan 
                institution, or a Federal credit union.
                  ``(C) Federal banking regulator.--The term `Federal 
                banking regulator'--
                          ``(i) has the meaning given the term 
                        `appropriate Federal banking agency' under 
                        section 3 of the Federal Deposit Insurance Act; 
                        and
                          ``(ii) means the National Credit Union 
                        Administration, in the case of a Federal credit 
                        union.
                  ``(D) Federal credit union.--The term `Federal credit 
                union' has the same meaning as in section 101 of the 
                Federal Credit Union Act.
                  ``(E) Savings and loan institution.--The term 
                `savings and loan institution' has the same meaning as 
                in section 3 of the Federal Deposit Insurance Act.
                  ``(F) Other terms.--The terms used in this paragraph 
                that are not defined in this Act or otherwise defined 
                in section 3(s) of the Federal Deposit Insurance Act 
                shall have the meaning given to them in section 1(b) of 
                the International Banking Act of 1978.''.
  (b) Conforming Amendments.--The Federal Trade Commission Act (15 
U.S.C. 41 et seq.) is amended--
          (1) in section 6(j)(6), by striking ``section 18(f)(3) (15 
        U.S.C. 57a(f)(3)), a Federal credit union described in section 
        18(f)(4) (15 U.S.C. 57a(f)(4))'' and inserting ``section 18(f), 
        a Federal credit union described in section 18(f)'';
          (2) in section 21(b)(6)(C), by striking ``section 18(f)(3) of 
        the Federal Trade Commission Act (15 U.S.C. 57a(f)(3)), or a 
        Federal credit union described in section 18(f)(4) of the 
        Federal Trade Commission Act (15 U.S.C. 57a(f)(4))'' and 
        inserting ``18(f), or a Federal credit union described in 
        section 18(f)'';
          (3) by striking ``section 18(f)(2)'' each place such term 
        appears and inserting ``section 18(f)'';
          (4) by striking ``section 18(f)(3)'' each place such term 
        appears and inserting ``section 18(f)''; and
          (5) by striking ``section 18(f)(4)'' each place such term 
        appears and inserting ``section 18(f)''.

SEC. 738. 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 VIII--CAPITAL MARKETS IMPROVEMENTS

       Subtitle A--SEC Reform, Restructuring, and Accountability

SEC. 801. 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;
          ``(5) for fiscal year 2021, $1,755,000,000; and
          ``(6) for fiscal year 2022, $1,805,000,000.''.

SEC. 802. 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. 803. 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. 804. 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, 2017, except that for 
        fiscal year 2018, 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 2018 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, 2017; and
          (2) shall not apply with respect to fees for any fiscal year 
        before fiscal year 2018.

SEC. 805. COMMISSION RELOCATION FUNDING PROHIBITION.

  The Securities and Exchange Commission may not obligate any funds for 
the purpose of constructing a new headquarters of the Commission.

SEC. 806. 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. 807. 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. 808. 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. 809. 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. 810. INVESTOR ADVISORY COMMITTEE IMPROVEMENTS.

  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)--
                  (A) in paragraph (1)--
                          (i) in subparagraph (C), by striking ``and'';
                          (ii) in subparagraph (D)(iv), by striking the 
                        period at the end and inserting ``; and''; and
                          (iii) by adding at the end the following:
                  ``(E) a member of the Small Business Capital 
                Formation Advisory Committee who shall be a nonvoting 
                member.'';
                  (B) by amending paragraph (2) to read as follows:
          ``(2) Term.--
                  ``(A) Length of term for members of the committee.--
                Each member of the Committee appointed under paragraph 
                (1), other than the Investor Advocate, shall serve for 
                a term of 4 years.
                  ``(B) Limitation on multiple terms.--A member of the 
                Committee may not serve for more than one term, except 
                for the Investor Advocate, a representative of State 
                securities commissions, and the member of the Small 
                Business Capital Formation Advisory Committee.''; and
                  (C) in paragraph (3), by striking ``paragraph 
                (1)(B)'' and inserting ``paragraph (1)'';
          (3) in subsection (c), by amending paragraph (2) to read as 
        follows:
          ``(2) Term.--
                  ``(A) Length of 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).
                  ``(B) Limitation on multiple terms.--A member elected 
                under paragraph (1) may not serve for more than one 
                term in the capacity for which the member was elected 
                under paragraph (1).''; and
          (4) by striking subsections (i) and (j).

SEC. 811. 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. 812. ELIMINATION OF EXEMPTION OF SMALL BUSINESS CAPITAL FORMATION 
                    ADVISORY COMMITTEE FROM FEDERAL ADVISORY COMMITTEE 
                    ACT.

  Section 40 of the Securities Exchange Act of 1934 (as added by Public 
Law 114-284) is amended by striking subsection (h).

SEC. 813. 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.

  ``(a) In General.--Each of the following entities, in consultation 
with the Chief Economist, shall develop comprehensive internal risk 
control mechanisms to safeguard and govern the storage of all market 
data by such entity, all market data sharing agreements of such entity, 
and all academic research performed at such entity using market data:
          ``(1) The Commission.
          ``(2) Each national security association required to register 
        under section 15A.
  ``(b) Consolidated Audit Trail.--The Commission may not approve a 
national market system plan pursuant to part 242.613 of title 17, Code 
of Federal Regulations (or any successor regulation), unless the 
operator of the consolidated audit trail created by such plan has 
developed, in consultation with the Chief Economist, comprehensive 
internal risk control mechanisms to safeguard and govern the storage of 
all market data by such operator, all market data sharing agreements of 
such operator, and all academic research performed at such operator 
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. 814. 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. 815. LIMITATION ON PILOT PROGRAMS.

  (a) In General.--Section 4 of the Securities Exchange Act of 1934 (15 
U.S.C. 78d), as amended by section 371(e), is further amended by adding 
at the end the following:
  ``(k) Limitation on Pilot Programs.--
          ``(1) In general.--Any pilot program established by self-
        regulatory organizations, either individually or jointly, and 
        filed with the Commission, including under section 11A or 19, 
        shall terminate after the end of the 5-year period beginning on 
        the date that the Commission approved such program, unless the 
        Commission issues a rule to permanently continue such program 
        or approves such program on a permanent basis.
          ``(2) Extension.--With respect to a particular pilot program 
        described under paragraph (1), the Commission may extend the 5-
        year period described under such paragraph for an additional 3 
        years if the Commission determines such extension is necessary 
        or appropriate in the public interest or for the protection of 
        investors.
          ``(3) Lack of statutory authority.--If, with respect to a 
        pilot program described under paragraph (1), the Commission 
        determines that the pilot program should continue permanently, 
        but the Commission lacks sufficient statutory authority to 
        permanently continue the program, the Commission shall, not 
        later than 1 year before such pilot program is scheduled to 
        terminate pursuant to paragraph (1), notify the Committee on 
        Financial Services of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs of the Senate 
        that the Commission believes the program should continue 
        permanently but does not have sufficient statutory authority to 
        continue the program.''.
  (b) Treatment of Existing Pilot Programs.--For purposes of section 
4(k) of Securities Exchange Act of 1934, as added by subsection (a), 
the date on which the Commission approved a pilot program that was in 
existence on the date of the enactment of this Act shall be deemed to 
be the date of the enactment of this Act.

SEC. 816. PROCEDURE FOR OBTAINING CERTAIN INTELLECTUAL PROPERTY.

  (a) Persons Under Securities Act of 1933.--Section 8 of the 
Securities Act of 1933 (15 U.S.C. 77h) is amended by adding at the end 
the following:
  ``(g) Procedure for Obtaining Certain Intellectual Property.--The 
Commission is not authorized to compel under this title a person to 
produce or furnish source code, including algorithmic trading source 
code or similar intellectual property, to the Commission unless the 
Commission first issues a subpoena.''.
  (b) Persons Under the Securities Exchange Act of 1934.--Section 23 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78w) is amended by 
adding at the end the following:
  ``(e) Procedure for Obtaining Certain Intellectual Property.--The 
Commission is not authorized to compel under this title a person to 
produce or furnish source code, including algorithmic trading source 
code or similar intellectual property, to the Commission unless the 
Commission first issues a subpoena.''.
  (c) Investment Companies.--Section 31 of the Investment Company Act 
of 1940 (15 U.S.C. 80a-30) is amended by adding at the end the 
following:
  ``(e) Procedure for Obtaining Certain Intellectual Property.--The 
Commission is not authorized to compel under this title an investment 
company to produce or furnish source code, including algorithmic 
trading source code or similar intellectual property, to the Commission 
unless the Commission first issues a subpoena.''.
  (d) Investment Advisers.--Section 204 of the Investment Advisers Act 
of 1940 (15 U.S.C. 80b-4) is amended--
          (1) by adding at the end the following:
  ``(f) Procedure for Obtaining Certain Intellectual Property.--The 
Commission is not authorized to compel under this title an investment 
adviser to produce or furnish source code, including algorithmic 
trading source code or similar intellectual property, to the Commission 
unless the Commission first issues a subpoena.''; and
          (2) in the second subsection (d), by striking ``(d)'' and 
        inserting ``(e)''.

SEC. 817. 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. 818. ENFORCEMENT OMBUDSMAN.

  (a) In General.--Section 4 of the Securities Exchange Act of 1934 (15 
U.S.C. 78d), as amended by section 803, 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. 819. ADEQUATE NOTICE.

  Section 21 of the Securities Exchange Act of 1934 (15 U.S.C. 78u) is 
amended by adding at the end the following:
  ``(k) Adequate Notice Required Before Bringing an Enforcement 
Action.--
          ``(1) In general.--No person shall be subject to an 
        enforcement action by the Commission for an alleged violation 
        of the securities laws or the rules and regulations issued 
        thereunder if such person did not have adequate notice of such 
        law, rule, or regulation.
          ``(2) Publishing of interpretation deemed adequate notice.--
        With respect to an enforcement action, adequate notice of a 
        securities law or a rule or regulation issued thereunder shall 
        be deemed to have been provided to a person if the Commission 
        approved a statement or guidance, in accordance with Section 
        4I, with respect to the conduct that is the subject of the 
        enforcement action, prior to the time that the person engaged 
        in the conduct that is the subject of the enforcement 
        action.''.

SEC. 820. ADVISORY COMMITTEE ON COMMISSION'S ENFORCEMENT POLICIES AND 
                    PRACTICES.

  (a) Establishment.--Not later than 6 months after the date of the 
enactment of this Act, the Chairman shall establish an advisory 
committee on the Commission's enforcement policies and practices (in 
this section referred to as the ``Committee'').
  (b) Duties.--
          (1) Analysis and recommendations.--
                  (A) In general.--The Committee shall conduct an 
                analysis of the policies and practices of the 
                Commission relating to the enforcement of the 
                securities laws and make recommendations to the 
                Commission regarding changes to such policies and 
                practices.
                  (B) Specific matters included.--In carrying out 
                subparagraph (A), the Committee shall analyze and make 
                recommendations to the Commission regarding matters 
                including the following:
                          (i) How the Commission's enforcement 
                        objectives and strategies may be more 
                        effective.
                          (ii) The Commission's enforcement practices 
                        and procedures from the point of view of due 
                        process, the relationship of enforcement action 
                        to notice of legal requirements, the 
                        attribution of responsibility for violations, 
                        and the protection of reputation and rights of 
                        privacy.
                          (iii) The Commission's enforcement policies 
                        and practices in light of its statutory 
                        responsibility to protect investors, maintain 
                        fair, orderly, and efficient markets, and 
                        facilitate capital formation.
                          (iv) The appropriate blend of regulation, 
                        publicity, and formal enforcement action and on 
                        methods of furthering voluntary compliance.
                          (v) Criteria for the selection and 
                        disposition of enforcement actions, the 
                        adequacy of sanctions authorized by law, and 
                        the suitability and effectiveness of sanctions 
                        imposed by the Commission proceedings.
          (2) Report.--Not later than 1 year after the establishment of 
        the Committee under subsection (a), the Committee shall submit 
        to the Commission and the appropriate congressional committees 
        a report containing the results of the analysis and the 
        recommendations required by paragraph (1)(A).
  (c) Membership.--
          (1) Number and appointment.--The Committee shall be composed 
        of not less than 3 and not greater than 7 members appointed by 
        the Chairman.
          (2) Chairperson.--The Chairperson of the Committee shall be 
        designated by the Chairman at the time of appointment of the 
        members.
  (d) Support.--The Commission shall provide the Committee with the 
administrative, professional, and technical support required by the 
Committee to carry out its responsibilities under this section.
  (e) Termination of Committee.--The Committee established by 
subsection (a) shall terminate on the date that the report required by 
subsection (b)(2) is submitted.
  (f) Consideration and Adoption of Recommendations by Commission.--Not 
later than 180 days after the Committee submits the report required by 
subsection (b)(2), the Commission shall--
          (1) consider the analysis and recommendations included in 
        such report;
          (2) adopt such recommendations, with any modifications, as 
        the Commission considers appropriate; and
          (3) submit to the appropriate congressional committees a 
        report that--
                  (A) lists each recommendation included in such report 
                that the Commission does not adopt or adopts with 
                material modifications; and
                  (B) for each recommendation listed under subparagraph 
                (A), explains why the Commission does not consider it 
                appropriate or does not have sufficient authority to 
                adopt the recommendation or to adopt the recommendation 
                without material modification.
  (g) Definitions.--In this section:
          (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) Chairman.--The term ``Chairman'' means the Chairman of 
        the Commission.
          (3) Commission.--The term ``Commission'' means the Securities 
        and Exchange Commission.
          (4) Securities laws.--The term ``securities laws'' has the 
        meaning given such term in section 3(a) of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78c(a)).

SEC. 821. 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. 822. 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);
          (3) contain an analysis of litigated decisions found not in 
        favor of the Commission over the preceding year;
          (4) contain a description of any emerging trends the 
        Commission has focused on as part of its enforcement program, 
        including whether and how the Commission has alerted or 
        communicated with those who may be subject to the Commission's 
        regulation of emerging trends;
          (5) contain a description of legal theories or standards 
        employed by the Commission in enforcement over the preceding 
        year that had not previously been employed, and a summary 
        justifying each such theory or standard; and
          (6) provide an opportunity and mechanism for public comment.

SEC. 823. 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. 824. 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. 825. 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. 826. 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. 827. 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. 828. DENIAL OF AWARD TO CULPABLE WHISTLEBLOWERS.

  Section 21F(c) of the Securities Exchange Act of 1934 (15 U.S.C. 78u-
6(c)) is amended--
          (1) in paragraph (2)--
                  (A) in subparagraph (C), by striking ``or'' at the 
                end;
                  (B) in subparagraph (D), by striking the period and 
                inserting ``; or''; and
                  (C) by adding at the end the following:
                  ``(E) to any whistleblower who is responsible for, or 
                complicit in, the violation of the securities laws for 
                which the whistleblower provided information to the 
                Commission.''; and
          (2) by adding at the end the following:
          ``(3) Definition.--For purposes of paragraph (2)(E), a person 
        is responsible for, or complicit in, a violation of the 
        securities laws if, with the intent to promote or assist the 
        violation, the person--
                  ``(A) procures, induces, or causes another person to 
                commit the offense;
                  ``(B) aids or abets another person in committing the 
                offense; or
                  ``(C) having a duty to prevent the violation, fails 
                to make an effort the person is required to make.''.

SEC. 829. 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. 830. 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. 831. COMPLAINT AND BURDEN OF PROOF REQUIREMENTS FOR CERTAIN 
                    ACTIONS FOR BREACH OF FIDUCIARY DUTY.

  Section 36(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-
35(b)) is amended by adding at the end the following:
          ``(7) In any such action brought by a security holder of a 
        registered investment company on behalf of such company--
                  ``(A) the complaint shall state with particularity 
                all facts establishing a breach of fiduciary duty, and, 
                if an allegation of any such facts is based on 
                information and belief, the complaint shall state with 
                particularity all facts on which that belief is formed; 
                and
                  ``(B) such security holder shall have the burden of 
                proving a breach of fiduciary duty by clear and 
                convincing evidence.''.

SEC. 832. 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. 833. ABOLISHING INVESTOR ADVISORY GROUP.

  The Public Company Accounting Oversight Board shall abolish the 
Investor Advisory Group.

SEC. 834. 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. 835. 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. 841. 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) Requirement After Stay.--If, after the stay described under 
subsection (b), the Secretary of Labor prescribes a regulation 
described under such subsection, the Secretary of Labor shall prescribe 
a substantially identical definition of what constitutes fiduciary 
investment advice and impose substantially identical standards of care 
and conditions as the Securities and Exchange Commission has imposed on 
brokers, dealers, or investment advisers.
  (d) 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. 842. 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. 843. 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. 844. SHAREHOLDER PROPOSALS.

  (a) Resubmission Thresholds.--The Securities and Exchange Commission 
shall revise section 240.14a-8(i)(12) of title 17, Code of Federal 
Regulations to--
          (1) in paragraph (i), adjust the 3 percent threshold to 6 
        percent;
          (2) in paragraph (ii), adjust the 6 percent threshold to 15 
        percent; and
          (3) in paragraph (iii), adjust the 10 percent threshold to 30 
        percent.
  (b) Holding Requirement.--The Securities and Exchange Commission 
shall revise the holding requirement for a shareholder to be eligible 
to submit a shareholder proposal to an issuer in section 240.14a-
8(b)(1) of title 17, Code of Federal Regulations, to--
          (1) eliminate the option to satisfy the holding requirement 
        by holding a certain dollar amount;
          (2) require the shareholder to hold 1 percent of the issuer's 
        securities entitled to be voted on the proposal, or such 
        greater percentage as determined by the Commission; and
          (3) adjust the 1 year holding period to 3 years.
  (c) Shareholder Proposals Issued by Proxies.--Section 14 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at 
the end the following:
  ``(j) Shareholder Proposals by Proxies Not Permitted.--An issuer may 
not include in its proxy materials a shareholder proposal submitted by 
a person in such person's capacity as a proxy, representative, agent, 
or person otherwise acting on behalf of a shareholder.''.

SEC. 845. PROHIBITION ON REQUIRING A SINGLE BALLOT.

  Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is 
amended by adding at the end the following:
  ``(k) Prohibition on Requiring a Single Ballot.--The Commission may 
not require that a solicitation of a proxy, consent, or authorization 
to vote a security of an issuer in an election of members of the board 
of directors of the issuer be made using a single ballot or card that 
lists both individuals nominated by (or on behalf of) the issuer and 
individuals nominated by (or on behalf of) other proponents and permits 
the person granting the proxy, consent, or authorization to select from 
among individuals in both groups.''.

SEC. 846. 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. 847. 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 $500,000,000, nor to any issuer that 
is a depository institution with assets of less than $1,000,000,000.''.

SEC. 848. STREAMLINING OF APPLICATIONS FOR AN EXEMPTION FROM THE 
                    INVESTMENT COMPANY ACT OF 1940.

  Section 6(c) of the Investment Company Act of 1940 (15 U.S.C. 80a-
6(c)) is amended--
          (1) by striking ``(c) The Commission'' and inserting the 
        following:
  ``(c) General Exemptive Authority.--
          ``(1) In general.--The Commission''; and
          (2) by adding at the end the following:
          ``(2) Application process.--
                  ``(A) In general.--A person who wishes to receive an 
                exemption from the Commission pursuant to paragraph (1) 
                shall file an application with the Commission in such 
                form and manner and containing such information as the 
                Commission may require.
                  ``(B) Publication; rejection of invalid 
                applications.--
                          ``(i) In general.--Not later than the end of 
                        the 5-day period beginning on the date that the 
                        Commission receives an application under 
                        subparagraph (A), the Commission shall either--
                                  ``(I) publish the application, 
                                including by publication on the website 
                                of the Commission; or
                                  ``(II) if the Commission determines 
                                that the application does not comply 
                                with the proper form, manner, or 
                                information requirements described 
                                under subparagraph (A), reject such 
                                application and notify the applicant of 
                                the specific reasons the application 
                                was rejected.
                          ``(ii) Failure to publish application.--If 
                        the Commission does not reject an application 
                        under clause (i)(II), but fails to publish the 
                        application by the end of the time period 
                        specified under clause (i), such application 
                        shall be deemed to have been published on the 
                        date that is the end of such time period.
          ``(3) Determination by commission.--
                  ``(A) In general.--Not later than 45 days after the 
                date that the Commission publishes an application 
                pursuant to paragraph (2)(B), the Commission shall, by 
                order--
                          ``(i) approve the application;
                          ``(ii) if the Commission determines that the 
                        application would have been approved had the 
                        applicant provided additional supporting 
                        documentation or made certain amendments to the 
                        application--
                                  ``(I) provide the applicant with the 
                                specific additional supporting 
                                documentation or amendments that the 
                                Commission believes are necessary for 
                                the applicant to provide in order for 
                                the application to be approved; and
                                  ``(II) request that the applicant 
                                withdraw the application and re-submit 
                                the application with such additional 
                                supporting documentation and 
                                amendments; or
                          ``(iii) deny the application.
                  ``(B) Extension of time period.--The Commission may 
                extend the time period described under subparagraph (A) 
                by not more than an additional 45 days, if--
                          ``(i) the Commission determines that a longer 
                        period is appropriate and publishes the reasons 
                        for such determination; or
                          ``(ii) the applicant consents to the longer 
                        period.
                  ``(C) Time period for withdrawal.--If the Commission 
                makes a request under subparagraph (A)(ii) for an 
                applicant to withdraw an application, such application 
                shall be deemed to be denied if the applicant informs 
                the Commission that the applicant will not withdraw the 
                application or if the applicant does not withdraw the 
                application before the end of the 30-day period 
                beginning on the date the Commission makes such 
                request.
          ``(4) Proceedings; notice and hearing.--If an application is 
        denied pursuant to paragraph (3), the Commission shall provide 
        the applicant with--
                  ``(A) a written explanation for why the application 
                was not approved; and
                  ``(B) an opportunity for hearing, if requested by the 
                applicant not later than 20 days after the date of such 
                denial, with such hearing to be commenced not later 
                than 30 days after the date of such denial.
          ``(5) Result of failure to institute or commence 
        proceedings.--An application shall be deemed to have been 
        approved by the Commission, if--
                  ``(A) the Commission fails to either approve, request 
                the withdrawal of, or deny the application, as required 
                under paragraph (3)(A), within the time period required 
                under paragraph (3)(A), as such time period may have 
                been extended pursuant to paragraph (3)(B); or
                  ``(B) the applicant requests an opportunity for 
                hearing, pursuant to paragraph (4)(B), but the 
                Commission does not commence such hearing within the 
                time period required under paragraph (4)(B).
          ``(6) Rulemaking.--Not later than 180 days after the date of 
        enactment of this paragraph, the Commission shall issue rules 
        to carry out this subsection.''.

SEC. 849. 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. 850. 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. 851. RISK-BASED EXAMINATIONS OF NATIONALLY RECOGNIZED STATISTICAL 
                    RATING ORGANIZATIONS.

  Section 15E(p)(3) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-7(p)(3)) is amended--
          (1) in subparagraph (A)--
                  (A) in the heading, by striking ``Annual'' and 
                inserting ``Risk-based'';
                  (B) by striking ``an examination'' and inserting 
                ``examinations''; and
                  (C) by striking ``at least annually''; and
          (2) in subparagraph (B), in the matter preceding clause (i), 
        by inserting ``, as appropriate,'' after ``Each examination 
        under subparagraph (A) shall include''.

SEC. 852. TRANSPARENCY OF CREDIT RATING METHODOLOGIES.

  Section 15E(s) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-
7(s)) is amended--
          (1) in paragraph (2)(B), by inserting before the semicolon 
        the following: ``rated by the nationally recognized statistical 
        rating agency''; and
          (2) in paragraph (3)--
                  (A) in subparagraph (A)(ix), by inserting before the 
                period the following: ``, except that the Commission 
                may not require the inclusion of references to 
                statutory or regulatory requirements or statutory 
                provision headings or enumerators for any specific 
                disclosure'';
                  (B) in subparagraph (B)(iv), by inserting before the 
                period the following: ``, except that the Commission 
                may not require the inclusion of references to 
                statutory or regulatory requirements or statutory 
                provision headings or enumerators for any specific 
                disclosure''; and
                  (C) by adding at the end the following:
                  ``(C) No mandate on the organization of 
                disclosures.--The Commission may not mandate the 
                specific organization of the disclosures required under 
                this paragraph.''.

SEC. 853. REPEAL OF CERTAIN ATTESTATION REQUIREMENTS RELATING TO CREDIT 
                    RATINGS.

  Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 78o-7) 
is amended--
          (1) in subsection (c)(3)(B)--
                  (A) in clause (i), by adding ``and'' at the end;
                  (B) in clause (ii), by striking ``; and'' and 
                inserting a period; and
                  (C) by striking clause (iii); and
          (2) in subsection (q)(2)--
                  (A) in subparagraph (D), by adding ``and'' at the 
                end;
                  (B) in subparagraph (E), by striking ``; and'' and 
                inserting a period; and
                  (C) by striking subparagraph (F).

SEC. 854. LOOK-BACK REVIEW BY NRSRO.

  Section 15E(h)(4)(A) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-7(h)(4)(A)) is amended--
          (1) by striking ``Each nationally'' and inserting the 
        following:
                          ``(i) In general.--Each nationally'';
          (2) by striking ``underwriter'' and inserting ``lead 
        underwriter'';
          (3) by striking ``in any capacity'';
          (4) by striking ``during the 1-year period preceding the date 
        an action was taken with respect to the credit rating'';
          (5) by redesignating clauses (i) and (ii) as subclauses (I) 
        and (II), respectively, and adjusting the margin of such 
        subclauses accordingly;
          (6) in subclause (I), as so redesignated, by inserting before 
        the semicolon the following: ``during the 1-year period 
        preceding the departure of the employee from the nationally 
        recognized statistical rating organization''; and
          (7) by adding at the end the following:
                          ``(ii) Maintenance of ratings actions.--In 
                        the case of maintenance of ratings actions, the 
                        requirement under clause (i) shall only apply 
                        to employees of a person subject to a credit 
                        rating of the nationally recognized statistical 
                        rating organization or an issuer of a security 
                        or money market instrument subject to a credit 
                        rating of the nationally recognized statistical 
                        rating organization.''.

SEC. 855. APPROVAL OF CREDIT RATING PROCEDURES AND METHODOLOGIES.

  Section 15E(r)(1)(A) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-7(r)(1)(A)) is amended by inserting ``, or the Chief Credit 
Officer'' after ``performing a function similar to that of a board''.

SEC. 856. EXCEPTION FOR PROVIDING CERTAIN MATERIAL INFORMATION RELATING 
                    TO A CREDIT RATING.

  Section 15E(h)(3) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o-7(h)(3)) is amended by adding at the end the following:
                  ``(C) Exception for providing certain material 
                information.--Rules issued under this paragraph may not 
                prohibit a person who participates in sales or 
                marketing of a product or service of a nationally 
                recognized statistical rating organization from 
                providing material information, or information believed 
                in good faith to be material, to the issuance or 
                maintenance of a credit rating to a person who 
                participates in determining or monitoring the credit 
                rating, or developing or approving procedures or 
                methodologies used for determining the credit rating, 
                so long as the information provided is not intended to 
                influence the determination of a credit rating, or the 
                procedures or methodologies used to determine credit 
                ratings.''.

SEC. 857. 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. 858. 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. 859. 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. 860. 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, by reason of their net 
                worth or income, is an accredited investor under 
                section 230.215 of title 17, Code of Federal 
                Regulations (as in effect on the day before the date of 
                enactment of this subparagraph);
                  ``(E) 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;
                  ``(F) 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. 861. 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. 862. 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--Harmonization of Derivatives Rules

SEC. 871. COMMISSIONS 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.

SEC. 872. TREATMENT OF TRANSACTIONS BETWEEN AFFILIATES.

  (a) Commodity Exchange Act.--Section 1a(47) of the Commodity Exchange 
Act (7 U.S.C. 1a(47)) is amended by adding at the end the following:
                  ``(G) Treatment of swap transactions between 
                affiliates.--
                          ``(i) Exemption from swap rules.--Except as 
                        provided under clause (ii), the Commission may 
                        not regulate a swap under this Act if all of 
                        the following apply to such swap:
                                  ``(I) Affiliation.--One counterparty, 
                                directly or indirectly, holds a 
                                majority ownership interest in the 
                                other counterparty, or a third party, 
                                directly or indirectly, holds a 
                                majority ownership interest in both 
                                counterparties.
                                  ``(II) Financial statements.--The 
                                affiliated counterparty that holds the 
                                majority interest in the other 
                                counterparty or the third party that, 
                                directly or indirectly, holds the 
                                majority interests in both affiliated 
                                counterparties, reports its financial 
                                statements on a consolidated basis 
                                under generally accepted accounting 
                                principles or International Financial 
                                Reporting Standards, or other similar 
                                standards, and the financial statements 
                                include the financial results of the 
                                majority-owned affiliated counterparty 
                                or counterparties.
                          ``(ii) Requirements for exempted swaps.--With 
                        respect to a swap described under clause (i):
                                  ``(I) Reporting requirement.--If at 
                                least one counterparty is a swap dealer 
                                or major swap participant, that 
                                counterparty shall report the swap 
                                pursuant to section 4r, within such 
                                time period as the Commission may by 
                                rule or regulation prescribe--
                                          ``(aa) to a swap data 
                                        repository; or
                                          ``(bb) if there is no swap 
                                        data repository that would 
                                        accept the agreement, contract 
                                        or transaction, to the 
                                        Commission.
                                  ``(II) Risk management requirement.--
                                If at least one counterparty is a swap 
                                dealer or major swap participant, the 
                                swap shall be subject to a centralized 
                                risk management program pursuant to 
                                section 4s(j) that is reasonably 
                                designed to monitor and to manage the 
                                risks associated with the swap.
                                  ``(III) Anti-evasion requirement.--
                                The swap shall not be structured to 
                                evade the Dodd-Frank Wall Street Reform 
                                and Consumer Protection Act in 
                                violation of any rule promulgated by 
                                the Commission pursuant to section 
                                721(c) of such Act.''.
  (b) Securities Exchange Act of 1934.--Section 3(a)(68) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(68)) is amended by 
inserting before subsection (b) the following:
                  ``(F) Treatment of security-based swap transactions 
                between affiliates.--
                          ``(i) Exemption from security-based swap 
                        rules.--Except as provided under clause (ii), 
                        the Commission may not regulate a security-
                        based swap under this Act if all of the 
                        following apply to such security-based swap:
                                  ``(I) Affiliation.--One counterparty, 
                                directly or indirectly, holds a 
                                majority ownership interest in the 
                                other counterparty, or a third party, 
                                directly or indirectly, holds a 
                                majority ownership interest in both 
                                counterparties.
                                  ``(II) Financial statements.--The 
                                affiliated counterparty that holds the 
                                majority interest in the other 
                                counterparty or the third party that, 
                                directly or indirectly, holds the 
                                majority interests in both affiliated 
                                counterparties, reports its financial 
                                statements on a consolidated basis 
                                under generally accepted accounting 
                                principles or International Financial 
                                Reporting Standards, or other similar 
                                standards, and the financial statements 
                                include the financial results of the 
                                majority-owned affiliated counterparty 
                                or counterparties.
                          ``(ii) Requirements for exempted security-
                        based swaps.--With respect to a security-based 
                        swap described under clause (i):
                                  ``(I) Reporting requirement.--If at 
                                least one counterparty is a security-
                                based swap dealer or major security-
                                based swap participant, that 
                                counterparty shall report the security-
                                based swap pursuant to section 13A, 
                                within such time period as the 
                                Commission may by rule or regulation 
                                prescribe--
                                          ``(aa) to a security-based 
                                        swap data repository; or
                                          ``(bb) if there is no 
                                        security-based swap data 
                                        repository that would accept 
                                        the agreement, contract or 
                                        transaction, to the Commission.
                                  ``(II) Risk management requirement.--
                                If at least one counterparty is a 
                                security-based swap dealer or major 
                                security-based swap participant, the 
                                security-based swap shall be subject to 
                                a centralized risk management program 
                                pursuant to section 15F(j) that is 
                                reasonably designed to monitor and to 
                                manage the risks associated with the 
                                security-based swap.
                                  ``(III) Anti-evasion requirement.--
                                The security-based swap shall not be 
                                structured to evade the Dodd-Frank Wall 
                                Street Reform and Consumer Protection 
                                Act in violation of any rule 
                                promulgated by the Commission pursuant 
                                to section 761(b)(3) of such Act.''.

       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--FED OVERSIGHT REFORM AND MODERNIZATION

SEC. 1001. 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 Directive Policy 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 the Directive Policy 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. 1002. 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. 1003. PUBLIC TRANSCRIPTS OF FOMC MEETINGS.

  Section 12A of the Federal Reserve Act (12 U.S.C. 263), as amended by 
section 1002, 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.''.

SEC. 1004. 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. 1005. 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. 1006. 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. 1007. 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 inserting before subsection (w), as added by section 
        371(a), 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 the member 
                or employee maintains, as well as any accounts in which 
                the member or employee controls trading or has a 
                financial interest (including managed accounts, trust 
                accounts, investment club accounts, and 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 the brokers and dealers of such 
                account 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. 1008. 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 111(b)(3), 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 on 
                                the value of the collateral 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 the Federal Reserve 
Act (12 U.S.C. 248(r)(2)(A)) 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. 1009. 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. 1010. 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. 1011. 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) actions of the Board of Governors of the 
                        Federal Reserve System; and
                          (iii) Federal debt.
          (2) Report.--Not later than 1 year after the date of the 
        enactment of this section, 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 6 months 
        after the date on which the report is submitted under 
        subsection (c)(2).
          (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.

   TITLE XI--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

SEC. 1101. REPEAL OF THE FEDERAL INSURANCE OFFICE; CREATION OF THE 
                    OFFICE OF THE INDEPENDENT INSURANCE ADVOCATE.

  (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 
``the Office of the Independent Insurance Advocate of the Department of 
the Treasury,'' before ``and the 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. 1102. 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 XII--TECHNICAL CORRECTIONS

SEC. 1201. TABLE OF CONTENTS; DEFINITIONAL CORRECTIONS.

  (a) Table of Contents.--The table of contents for the Dodd-Frank Wall 
Street Reform and Consumer Protection Act (Public Law 111-203; 124 
Stat. 1376) is amended by striking the items relating to section 407 
through 414 and inserting the following:

``Sec. 407. Exemption of and reporting by venture capital fund 
advisers.
``Sec. 408. Exemption of and reporting by certain private fund 
advisers.
``Sec. 409. Family offices.
``Sec. 410. State and Federal responsibilities; asset threshold for 
Federal registration of investment advisers.
``Sec. 411. Custody of client assets.
``Sec. 414. Rule of construction relating to the Commodity Exchange 
Act.
``Sec. 418. Qualified client standard.
``Sec. 419. Transition period.''.

  (b) Definitions.--Section 2 of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5301) is amended--
          (1) in paragraph (1)--
                  (A) by striking ``section 3'' and inserting ``section 
                3(w)''; and
                  (B) by striking ``(12 U.S.C. 1813)'' and inserting 
                ``(12 U.S.C. 1813(w))'';
          (2) in paragraph (6), by striking ``1 et seq.'' and inserting 
        ``1a''; and
          (3) in paragraph (18)(A)--
                  (A) by striking ```bank holding company',''; and
                  (B) by inserting ```includes','' before 
                ```including',''.

SEC. 1202. ANTITRUST SAVINGS CLAUSE CORRECTIONS.

  Section 6 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (12 U.S.C. 5303) is amended, in the second sentence--
          (1) by inserting ``(15 U.S.C. 12(a))'' after ``Clayton Act''; 
        and
          (2) by striking ``Act, to'' and inserting ``Act (15 U.S.C. 
        45) to''.

SEC. 1203. TITLE I CORRECTIONS.

  Title I of the Dodd-Frank Wall Street Reform and Consumer Protection 
Act (12 U.S.C. 5311 et seq.) is amended--
          (1) in section 102(a)(6) (12 U.S.C. 5311(a)(6)), by inserting 
        ``(12 U.S.C. 1843(k))'' after ``of 1956'' each place that term 
        appears;
          (2) in section 111(c)(3) (12 U.S.C. 5321(c)(3)), by striking 
        ``that agency or department head'' and inserting ``the head of 
        that member agency or department'';
          (3) in section 112 (12 U.S.C. 5322)--
                  (A) in subsection (a)(2)--
                          (i) in subparagraph (C) (as redesignated by 
                        section 151)--
                                  (I) by striking ``to monitor'' and 
                                inserting ``monitor''; and
                                  (II) by striking ``to advise'' and 
                                inserting ``advise'';
                          (ii) in subparagraph (H) (as redesignated by 
                        section 151), by striking ``may''; and
                  (B) in subsection (d)(5), by striking ``subsection 
                and subtitle B'' each place such term appears and 
                inserting ``subtitle''; and
          (4) in section 171(b)(4)(D) (12 U.S.C. 5371(b)(4)(D)), by 
        adding a period at the end.

SEC. 1204. TITLE III CORRECTIONS.

  (a) In General.--Title III of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5401 et seq.) is amended--
          (1) in section 327(b)(5) (12 U.S.C. 5437(b)(5)), by striking 
        ``in'' and inserting ``into'';
          (2) in section 333(b)(2) (124 Stat. 1539), by inserting ``the 
        second place that term appears'' before ``and inserting''; and
          (3) in section 369(5) (124 Stat. 1559)--
                  (A) in subparagraph (D)(i)--
                          (i) in subclause (III), by redesignating 
                        items (aa), (bb), and (cc) as subitems (AA), 
                        (BB), and (CC), respectively, and adjusting the 
                        margins accordingly;
                          (ii) in subclause (IV), redesignating items 
                        (aa) and (bb) as subitems (AA) and (BB), 
                        respectively, and adjusting the margins 
                        accordingly;
                          (iii) in subclause (V), by redesignating 
                        items (aa), (bb), and (cc) as subitems (AA), 
                        (BB), and (CC), respectively, and adjusting the 
                        margins accordingly; and
                          (iv) by redesignating subclauses (III), (IV), 
                        and (V) as items (bb), (cc), and (dd), 
                        respectively, and adjusting the margins 
                        accordingly;
                  (B) in subparagraph (F)--
                          (i) in clause (ii), by adding ``and'' at the 
                        end;
                          (ii) in clause (iii), by striking ``; and'' 
                        and inserting a period; and
                          (iii) by striking clause (iv); and
                  (C) in subparagraph (G)(i), by inserting ``each place 
                such term appears'' before ``and inserting''.
  (b) Effective Dates.--
          (1) Section 333.--The amendment made by subsection (a)(2) of 
        this section shall take effect as though enacted as part of 
        subtitle C of title III of the Dodd-Frank Wall Street Reform 
        and Consumer Protection Act (124 Stat. 1538).
          (2) Section 369.--The amendments made by subsection (a)(3) of 
        this section shall take effect as though enacted as part of 
        subtitle E of title III of the Dodd-Frank Wall Street Reform 
        and Consumer Protection Act (124 Stat. 1546).

SEC. 1205. TITLE IV CORRECTION.

  Section 414 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (124 Stat. 1578) is amended in the section heading by 
striking ``commodities'' and inserting ``commodity''.

SEC. 1206. TITLE VI CORRECTIONS.

  (a) In General.--Section 610 of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (124 Stat. 1596) is amended--
          (1) by striking subsection (b); and
          (2) by redesignating subsection (c) as subsection (b).
  (b) Effective Date.--The amendments made by subsection (a) of this 
section shall take effect as though enacted as part of section 610 of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act (124 
Stat. 1611).

SEC. 1207. TITLE VII CORRECTIONS.

  (a) In General.--Title VII of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (15 U.S.C. 8301 et seq.) is amended--
          (1) in section 719(c)(1)(B) (15 U.S.C. 8307(c)(1)(B)), by 
        adding a period at the end;
          (2) in section 723(a)(1)(B) (124 Stat. 1675), by inserting 
        ``, as added by section 107 of the Commodity Futures 
        Modernization Act of 2000 (Appendix E of Public Law 106-554; 
        114 Stat. 2763A-382),'' after ``subsection (i)'';
          (3) in section 734(b)(1) (124 Stat. 1718), by striking ``is 
        amended'' and all that follows through ``(B) in'' and inserting 
        ``is amended in'';
          (4) in section 741(b)(10) (124 Stat. 1732), by striking 
        ``1a(19)(A)(iv)(II)'' each place it appears and inserting 
        ``1a(18)(A)(iv)(II)''; and
          (5) in section 749 (124 Stat. 1746)--
                  (A) in subsection (a)(2), by striking ``adding at the 
                end'' and inserting ``inserting after subsection (f)''; 
                and
                  (B) in subsection (h)(1)(B), by inserting ``the 
                second place that term appears'' before the semicolon.
  (b) Effective Date.--The amendments made by paragraphs (3), (4), and 
(5) of subsection (a) of this section shall take effect as though 
enacted as part of part II of subtitle A of title VII of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act (124 Stat. 1658).

SEC. 1208. TITLE IX CORRECTIONS.

  Section 939(h)(1) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (124 Stat. 1887) is amended--
          (1) in the matter preceding subparagraph (A), by inserting 
        ``The'' before ``Commission''; and
          (2) by striking ``feasability'' and inserting 
        ``feasibility''.

SEC. 1209. TITLE X CORRECTIONS.

  (a) In General.--Title X of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5481 et seq.) is amended--
          (1) in section 1002(12)(G) (12 U.S.C. 5481(12)(G)), by 
        striking ``Home Owners'' and inserting ``Homeowners'';
          (2) in section 1013(a)(1)(C) (12 U.S.C. 5493(a)(1)(C)), by 
        striking ``section 11(1)'' and inserting ``subsection (l) of 
        section 11'';
          (3) in section 1017(a)(2) (as so redesignated by section 713) 
        (12 U.S.C. 5497(a)(5))--
                  (A) in subparagraph (A), in the last sentence by 
                striking ``716(c) of title 31, United States Code'' and 
                inserting ``716 of title 31, United States Code''; and
                  (B) in subparagraph (C), by striking ``section 3709 
                of the Revised Statutes of the United States (41 U.S.C. 
                5)'' and inserting ``section 6101 of title 41, United 
                States Code'';
          (4) in section 1027(d)(1)(B) (12 U.S.C. 5517(d)(1)(B)), by 
        inserting a comma after ``(A)'';
          (5) in section 1029(d) (12 U.S.C. 5519(d)), by striking the 
        period after ``Commission Act'';
          (6) in section 1061(b)(7) (12 U.S.C. 5581(b)(7))--
                  (A) by striking ``Secretary of the Department of 
                Housing and Urban Development'' each place that term 
                appears and inserting ``Department of Housing and Urban 
                Development''; and
                  (B) in subparagraph (A), by striking ``(12 U.S.C. 
                5102 et seq.)'' and inserting ``(12 U.S.C. 5101 et 
                seq.)'';
          (7) in section 1063 (12 U.S.C. 5583)--
                  (A) in subsection (f)(1)(B), by striking ``that''; 
                and
                  (B) in subsection (g)(1)(A)--
                          (i) by striking ``(12 U.S.C. 5102 et seq.)'' 
                        and inserting ``(12 U.S.C. 5101 et seq.)''; and
                          (ii) by striking ``seq)'' and inserting 
                        ``seq.)'';
          (8) in section 1064(i)(1)(A)(iii) (12 U.S.C. 
        5584(i)(1)(A)(iii)), by inserting a period before ``If an'';
          (9) in section 1073(c)(2) (12 U.S.C. 5601(c)(2))--
                  (A) in the paragraph heading, by inserting ``and 
                education'' after ``financial literacy''; and
                  (B) by striking ``its duties'' and inserting ``their 
                duties'';
          (10) in section 1076(b)(1) (12 U.S.C. 5602(b)(1)), by 
        inserting before the period at the end the following: ``, the 
        Agency may, after notice and opportunity for comment, prescribe 
        regulations'';
          (11) in section 1077(b)(4)(F) (124 Stat. 2076), by striking 
        ``associates'' and inserting ``associate's'';
          (12) in section 1084(1) (124 Stat. 2081), by inserting a 
        comma after ``2009)'';
          (13) in section 1089 (124 Stat. 2092)--
                  (A) in paragraph (3)--
                          (i) in subparagraph (A), by striking ``and'' 
                        at the end; and
                          (ii) in subparagraph (B)(vi), by striking the 
                        period at the end and inserting ``; and''; and
                  (B) by redesignating paragraph (4) as subparagraph 
                (C) and adjusting the margins accordingly; and
          (14) in section 1098(6) (124 Stat. 2104), by inserting ``the 
        first place that term appears'' before ``and''.
  (b) Effective Date.--The amendments made by paragraphs (11), (12), 
(13), (14), and (15) of subsection (a) shall take effect as though 
enacted as part of subtitle H of title X of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (124 Stat. 2080).

SEC. 1210. TITLE XII CORRECTION.

  Title XII of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (124 Stat. 2129) is amended, in section 1208(b) (12 
U.S.C. 5626(b)), by inserting ``, as defined in section 103(10) of the 
Riegle Community Development and Regulatory Improvement Act of 1994 (12 
U.S.C. 4702(10)),'' after ``appropriated to the Fund''.

SEC. 1211. TITLE XIV CORRECTION.

  Title XIV of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (124 Stat. 2136) is amended, in section 1451(c) (12 
U.S.C. 1701x-1(c)), by striking ``pursuant''.

SEC. 1212. TECHNICAL CORRECTIONS TO OTHER STATUTES.

  (a) Alternative Mortgage Transaction Parity Act of 1982.--The 
Alternative Mortgage Transaction Parity Act of 1982 (12 U.S.C. 3801 et 
seq.) is amended--
          (1) in section 802(a)(3) (12 U.S.C. 3801(a)(3)), by striking 
        ``the Director of the Office of Thrift Supervision'' and 
        inserting ``the Consumer Law Enforcement Agency'';
          (2) in section 804 (12 U.S.C. 3803)--
                  (A) in subsection (a), by striking ``the Director of 
                the Office of Thrift Supervision'' each place such term 
                appears and inserting ``the Comptroller of the 
                Currency''; and
                  (B) in subsection (d)(1), by striking the comma after 
                ``Administration''.
  (b) Bank Holding Company Act Amendments of 1970.--Section 106(b)(1) 
of the Bank Holding Company Act Amendments of 1970 (12 U.S.C. 1972(1)) 
is amended, in the undesignated matter at the end, by striking 
``Federal Deposit Insurance Company'' and inserting ``Federal Deposit 
Insurance Corporation''.
  (c) Balanced Budget and Emergency Deficit Control Act.--Section 
255(g)(1)(A) of the Balanced Budget and Emergency Deficit Control Act 
of 1985 (2 U.S.C. 905(g)(1)(A)) is amended by striking ``Office of 
Thrift Supervision (20-4108-0-3-373).''.
  (d) Bretton Woods Agreements Act.--Section 68(a)(1) of the Bretton 
Woods Agreements Act (22 U.S.C. 286tt(a)(1)) is amended by striking 
``Fund ,'' and inserting ``Fund,''.
  (e) CAN-SPAM Act of 2003.--Section 7(b)(1)(D) of the CAN-SPAM Act of 
2003 (15 U.S.C. 7706(b)(1)(D)) is amended by striking ``Director of the 
Office of Thrift Supervision'' and inserting ``Comptroller of the 
Currency or the Board of Directors of Federal Deposit Insurance 
Corporation, as applicable,''.
  (f) Children's Online Privacy Protection Act of 1998.--Section 
1306(b)(2) of the Children's Online Privacy Protection Act of 1998 (15 
U.S.C. 6505(b)(2)) is amended by striking ``Director of the Office of 
Thrift Supervision'' and inserting ``Comptroller of the Currency and 
the Board of Directors of Federal Deposit Insurance Corporation, as 
applicable,''.
  (g) Community Reinvestment Act of 1977.--The Community Reinvestment 
Act of 1977 (12 U.S.C. 2901 et seq.) is amended--
          (1) in section 803(1)(C) (12 U.S.C. 2902(1)(C)), by striking 
        the period at the end and inserting a semicolon; and
          (2) in section 806 (12 U.S.C. 2905), by striking 
        ``companies,,'' and inserting ``companies,''.
  (h) Credit Repair Organizations Act.--Section 403(4) of the Credit 
Repair Organizations Act (15 U.S.C. 1679a(4)) is amended by striking 
``103(e)'' and inserting ``103(f)''.
  (i) Depository Institution Management Interlocks Act.--Section 205(9) 
of the Depository Institution Management Interlocks Act (12 U.S.C. 
3204(9)) is amended by striking ``Director of the Office of Thrift 
Supervision'' and inserting ``appropriate Federal banking agency''.
  (j) Economic Growth and Regulatory Paperwork Reduction Act of 1996.--
Section 2227(a)(1) of the Economic Growth and Regulatory Paperwork 
Reduction Act of 1996 (12 U.S.C. 252(a)(1)) is amended by striking 
``the Director of the Office of Thrift Supervision,''.
  (k) Electronic Fund Transfer Act.--The Electronic Fund Transfer Act 
(15 U.S.C. 1693 et seq.) is amended--
          (1) in section 903 (15 U.S.C. 1693a)--
                  (A) in paragraph (2), by striking ``103(i)'' and 
                inserting ``103(j)''; and
                  (B) by redesignating the first paragraph designated 
                as paragraph (4) (defining the term ``Board''), as 
                paragraph (3);
          (2) in section 904(a) (15 U.S.C. 1693b(a))--
                  (A) by redesignating the second paragraph designated 
                as paragraph (1) (relating to consultation with other 
                agencies), the second paragraph designated as paragraph 
                (2) (relating to the preparation of an analysis of 
                economic impact), paragraph (3), and paragraph (4), as 
                subparagraphs (A), (B), (C), and (D), respectively, and 
                adjusting the margins accordingly; and
                  (B) by striking ``In prescribing such regulations, 
                the Board shall:'' and inserting the following:
          ``(3) Regulations.--In prescribing regulations under this 
        subsection, the Agency and the Board shall--'';
          (3) in section 909(c) (15 U.S.C. 1693g(c)), by striking 
        ``103(e)'' and inserting ``103(f)'';
          (4) in section 918(a)(4) (15 U.S.C. 1693o(a)(4), by striking 
        ``Act and'' and inserting ``Act; and'';
          (5) by redesignating the section added by section 1073(4) of 
        the Dodd-Frank Wall Street Reform and Consumer Protection Act 
        (relating to remittance transfers) (15 U.S.C. 1693o-1) as 
        section 920 of the Electronic Fund Transfer Act;
          (6) by redesignating the section headed ``Relation to State 
        laws'' (15 U.S.C. 1693q) as section 921 of the Electronic Fund 
        Transfer Act;
          (7) by redesignating the section headed ``Exemption for State 
        regulation'' (15 U.S.C. 1693r) as section 922 of the Electronic 
        Fund Transfer Act; and
          (8) by redesignating the section headed ``Effective date'' 
        (15 U.S.C. 1693 note) as section 923 of the Electronic Fund 
        Transfer Act.
  (l) Emergency Economic Stabilization Act of 2008.--Section 101(b) of 
the Emergency Economic Stabilization Act of 2008 (12 U.S.C. 5211(b)) is 
amended by striking ``the Director of the Office of Thrift 
Supervision,''.
  (m) Equal Credit Opportunity Act.--The Equal Credit Opportunity Act 
(15 U.S.C. 1691 et seq.) is amended--
          (1) in section 703 (15 U.S.C. 1691b)--
                  (A) in each of subsections (c) and (d), by striking 
                ``paragraph'' each place that term appears and 
                inserting ``subsection''; and
                  (B) in subsection (g), by adding a period at the end;
          (2) in section 704 (15 U.S.C. 1691c)--
                  (A) in subsection (a)--
                          (i) by striking ``Consumer Protection 
                        Financial Protection Act of 2010 with'' and 
                        inserting ``Consumer Financial Protection Act 
                        of 2010, compliance with'';
                          (ii) in paragraph (1)--
                                  (I) by striking ``section 8'' and 
                                inserting ``Section 8''; and
                                  (II) in subparagraph (C), by striking 
                                ``banks;'' and inserting ``banks.'';
                          (iii) in each of paragraphs (6) and (7), by 
                        striking the semicolon at the end and inserting 
                        a period; and
                          (iv) in paragraph (8), by striking ``; and'' 
                        and inserting a period; and
                  (B) in subsection (c), in the second sentence, by 
                striking ``subchapter'' and inserting ``title''; and
          (3) in section 706(k) (15 U.S.C. 1691e(k)), by striking ``, 
        (2), or (3)'' and inserting ``or (2)''.
  (n) Expedited Funds Availability Act.--The Expedited Funds 
Availability Act (12 U.S.C. 4001 et seq.) is amended--
          (1) in section 605(f)(2)(A) (12 U.S.C. 4004(f)(2)(A)), by 
        striking ``,,'' and inserting a semicolon; and
          (2) in section 610(a)(2) (12 U.S.C. 4009(a)(2)), by striking 
        ``Director of the Office of Thrift Supervision'' and inserting 
        ``Comptroller of the Currency and the Board of Directors of the 
        Federal Deposit Insurance Corporation, as appropriate,''.
  (o) Fair Credit Reporting Act.--The Fair Credit Reporting Act (15 
U.S.C. 1681 et seq.) is amended--
          (1) in section 603 (15 U.S.C. 1681a)--
                  (A) in subsection (d)(2)(D), by striking ``(x)'' and 
                inserting ``(y)'';
                  (B) in subsection (q)(5), by striking ``103(i)'' and 
                inserting ``103(j)''; and
                  (C) in subsection (v), by striking ``Bureau'' and 
                inserting ``Federal Trade Commission'';
          (2) in section 604 (15 U.S.C. 1681b)--
                  (A) in subsection (b)--
                          (i) in paragraph (2)(B)(i), by striking 
                        ``section 615(a)(3)'' and inserting ``section 
                        615(a)(4)'';
                          (ii) in paragraph (3)(B)(ii), by striking 
                        ``clause (B)(i)(IV)'' and inserting ``clause 
                        (i)(IV)'';
                          (iii) in paragraph (4)(A)(ii), by inserting 
                        ``and'' after the semicolon; and
                          (iv) by striking ``section 609(c)(3)'' each 
                        place that term appears and inserting ``section 
                        609(c)''; and
                  (B) in subsection (g)(5), by striking ``paragraph 
                (2).--'' and all that follows through ``The Bureau'' 
                and inserting ``paragraph (2).--The Agency'';
          (3) in section 605 (15 U.S.C. 1681c)--
                  (A) in subsection (f), by striking ``who'' and 
                inserting ``which''; and
                  (B) in subsection (h)(2)(A)--
                          (i) by striking ``shall,,'' and inserting 
                        ``shall,''; and
                          (ii) by striking ``Commission,,'' and 
                        inserting ``Commission,'';
          (4) in section 605A(h)(1)(A) (15 U.S.C. 1681c-1(h)(1)(A)), by 
        striking ``103(i)'' and inserting ``103(j)'';
          (5) in section 607(e)(3)(A) (15 U.S.C. 1681e(e)(3)(A)), by 
        striking ``section 604(b)(4)(E)(i)'' and inserting ``section 
        604(b)(4)(D)(i)'';
          (6) in section 609 (15 U.S.C. 1681g)--
                  (A) in subsection (a)(3)(C)(i), by striking ``section 
                604(b)(4)(E)(i)'' and inserting ``section 
                604(b)(4)(D)(i)'';
                  (B) in subsection (c)(1)--
                          (i) in the paragraph heading, by striking 
                        ``Commission'' and inserting ``Bureau''; and
                          (ii) in subparagraph (B)(vi), by striking 
                        ``603(w)'' and inserting ``603(x)'';
                  (C) in subsection (e)(2)(B)(ii)(II), by striking 
                ``an''; and
                  (D) by striking ``The Commission'' each place that 
                term appears and inserting ``The Bureau'';
          (7) in section 610 (15 U.S.C. 1681h)--
                  (A) in subsection (b)(1), by inserting ``section'' 
                after ``under''; and
                  (B) in subsection (e), by inserting a comma after 
                ``on the report'';
          (8) in section 611 (15 U.S.C. 1681i), by striking ``The 
        Commission'' each place that term appears and inserting ``The 
        Agency'';
          (9) in section 612 (15 U.S.C. 1681j)--
                  (A) in subsection (a)(1)--
                          (i) by striking ``(w)'' and inserting 
                        ``(x)''; and
                          (ii) in subparagraph (C), by striking 
                        ``603(w)'' each place that term appears and 
                        inserting ``603(x)'';
                  (B) in subsection (g), by striking ``televison'' and 
                inserting ``television''; and
                  (C) by striking ``The Commission'' each place that 
                term appears and inserting ``The Bureau'';
          (10) in section 621 (15 U.S.C. 1681s)--
                  (A) in subsection (a)(1), in the first sentence, by 
                striking ``, subsection (b)'';
                  (B) in subsection (e)(2), by inserting a period after 
                ``provisions of this title''; and
                  (C) in subsection (f)(2), by striking ``The 
                Commission'' and inserting ``The Agency'' and
          (11) in section 623(a)(5) (15 U.S.C. 1681s-2(a)(5)), by 
        striking ``of accounts.--(A) in general.--A person'' and 
        inserting ``of accounts.--
                  ``(A) In general.--A person''.
  (p) Federal Credit Union Act.--Section 206(g)(7)(D)(iv) of the 
Federal Credit Union Act (12 U.S.C. 1786(g)(7)(D)(iv)) is amended by 
striking the semicolon at the end and inserting a period.
  (q) Federal Deposit Insurance Act.--The Federal Deposit Insurance Act 
(12 U.S.C. 1811 et seq.) is amended--
          (1) in section 3(q)(2)(C) (12 U.S.C. 1813(q)(2)(C)), by 
        adding ``and'' at the end;
          (2) in section 7 (12 U.S.C. 1817)--
                  (A) in subsection (b)(2)--
                          (i) in subparagraph (A), by striking ``(D)'' 
                        and inserting ``(C)''; and
                          (ii) by redesignating subparagraphs (D) and 
                        (E) as subparagraphs (C) and (D), respectively; 
                        and
                  (B) in subsection (e)(2)(C), by adding a period at 
                the end;
          (3) in section 8 (12 U.S.C. 1818)--
                  (A) in subsection (b)(3), by striking ``Act))'' and 
                inserting ``Act)''; and
                  (B) in subsection (t)(2)(C), by striking ``depositors 
                or'' and inserting ``depositors; or'';
          (4) in section 11 (12 U.S.C. 1821)--
                  (A) in subsection (d)(2)(I)(ii), by striking ``and 
                section 21A(b)(4)''; and
                  (B) in subsection (m), in each of paragraphs (16) and 
                (18), by striking the comma after ``Comptroller of the 
                Currency'' each place it appears; and
          (5) in section 26(a) (12 U.S.C. 1831c(a)), by striking 
        ``Holding Company Act'' each place that term appears and 
        inserting ``Holding Company Act of 1956''.
  (r) Federal Fire Prevention and Control Act of 1974.--Section 
31(a)(5)(B) of the Federal Fire Prevention and Control Act of 1974 (15 
U.S.C. 2227(a)(5)(B)) is amended by striking ``the Federal Deposit 
Insurance Corporation'' and all that follows through the period and 
inserting ``or the Federal Deposit Insurance Corporation under the 
affordable housing program under section 40 of the Federal Deposit 
Insurance Act.''.
  (s) Federal Home Loan Bank Act.--The Federal Home Loan Bank Act (12 
U.S.C. 1421 et seq.) is amended--
          (1) in section 10(h)(1) (12 U.S.C. 1430(h)(1)), by striking 
        ``Director of the Office of Thrift Supervision'' and inserting 
        ``Comptroller of the Currency or the Board of Directors of the 
        Federal Deposit Insurance Corporation, as applicable''; and
          (2) in section 22(a) (12 U.S.C. 1442(a))--
                  (A) in the matter preceding paragraph (1), by 
                striking ``Comptroller of the Currency'' and all that 
                follows through ``Supervision'' and inserting 
                ``Comptroller of the Currency, the Chairman of the 
                Board of Governors of the Federal Reserve System, the 
                Chairperson of the Federal Deposit Insurance 
                Corporation, and the Chairman of the National Credit 
                Union Administration''; and
                  (B) in the undesignated matter following paragraph 
                (2), by striking ``Comptroller of the Currency'' and 
                all that follows through ``Supervision'' and inserting 
                ``Comptroller of the Currency, the Chairman of the 
                Board of Governors of the Federal Reserve System, and 
                the Chairman of the National Credit Union 
                Administration''.
  (t) Federal Reserve Act.--Paragraph (8)(B) of section 11(s) of the 
Federal Reserve Act (headed ``Federal Reserve Transparency and Release 
of Information'') (12 U.S.C. 248) is amended by striking ``this 
section'' and inserting ``this subsection''.
  (u) Financial Institutions Reform, Recovery, and Enforcement Act of 
1989.--The Financial Institutions Reform, Recovery, and Enforcement Act 
of 1989 (Public Law 101-73; 103 Stat. 183) is amended in section 
1121(6) (12 U.S.C. 3350(6)), by striking ``the Office of Thrift 
Supervision,''.
  (v) Gramm-Leach-Bliley Act.--The Gramm-Leach-Bliley Act (Public Law 
106-102; 113 Stat. 1338) is amended--
          (1) in section 132(a) (12 U.S.C. 1828b(a)), by striking ``the 
        Director of the Office of Thrift Supervision,'';
          (2) in section 206(a) (15 U.S.C. 78c note), by striking 
        ``Except as provided in subsection (e), for'' and inserting 
        ``For'';
          (3) in section 502(e)(5) (15 U.S.C. 6802(e)(5)), by striking 
        ``a Federal'' and inserting ``, a Federal'';
          (4) in section 504(a)(2) (15 U.S.C. 6804(a)(2)), by striking 
        ``and, as appropriate, and with'' and inserting ``and, as 
        appropriate, with'';
          (5) in section 509(2) (15 U.S.C. 6809(2))--
                  (A) by striking subparagraph (D); and
                  (B) by redesignating subparagraphs (E) and (F) as 
                subparagraphs (D) and (E), respectively; and
          (6) in section 522(b)(1)(A)(iv) (15 U.S.C. 
        6822(b)(1)(A)(iv)), by striking ``Director of the Office of 
        Thrift Supervision'' and inserting ``Comptroller of the 
        Currency and the Board of Directors of the Federal Deposit 
        Insurance Corporation, as appropriate''.
  (w) Helping Families Save Their Homes Act of 2009.--Section 104 of 
the Helping Families Save Their Homes Act of 2009 (12 U.S.C. 1715z-25) 
is amended--
          (1) in subsection (a)--
                  (A) by striking ``and the Director of the Office of 
                Thrift Supervision, shall jointly'' and inserting 
                ``shall'';
                  (B) by striking ``and the Office of Thrift 
                Supervision''; and
                  (C) by striking ``each such'' and inserting ``such''; 
                and
          (2) in subsection (b)(1)--
                  (A) in subparagraph (A)--
                          (i) in the first sentence--
                                  (I) by striking ``and the Director of 
                                the Office of Thrift Supervision,''; 
                                and
                                  (II) by striking ``or the Director'';
                          (ii) in the second sentence, by striking 
                        ``and the Director of the Office of Thrift 
                        Supervision''; and
                  (B) in subparagraph (B), by striking ``and the 
                Director of the Office of Thrift Supervision''.
  (x) Home Mortgage Disclosure Act of 1975.--The Home Mortgage 
Disclosure Act of 1975 (12 U.S.C. 2801 et seq.) is amended--
          (1) in section 304--
                  (A) in subsection (b)(5)(A), by striking ``15 U.S.C. 
                1602(aa)(4)'' and inserting ``section 103(aa)(4) of the 
                Truth in Lending Act''; and
                  (B) in subsection (j)(3) (12 U.S.C. 2803(j)(3)), by 
                adding a period at the end; and
          (2) in section 305(b)(1)(A)(iii) (12 U.S.C. 
        2804(b)(1)(A)(iii)), by striking ``bank as,'' and inserting 
        ``bank, as''.
  (y) Home Owners' Loan Act.--The Home Owners' Loan Act (12 U.S.C. 1461 
et seq.) is amended--
          (1) in section 5 (12 U.S.C. 1464)--
                  (A) in subsection (d)(2)(E)(ii)--
                          (i) in the first sentence, by striking 
                        ``Except as provided in section 21A of the 
                        Federal Home Loan Bank Act, the'' and inserting 
                        ``The''; and
                          (ii) by striking ``, at the Director's 
                        discretion,'';
                  (B) in subsection (i)(6), by striking ``the Office of 
                Thrift Supervision or'';
                  (C) in subsection (m), by striking ``Director's'' 
                each place that term appears and inserting 
                ``appropriate Federal banking agency's'';
                  (D) in subsection (n)(9)(B), by striking 
                ``Director's'' and inserting ``Comptroller's''; and
                  (E) in subsection (s)--
                          (i) in paragraph (1)--
                                  (I) in the matter preceding 
                                subparagraph (A), by striking ``of such 
                                Act)'' and all that follows through 
                                ``shall require'' and inserting ``of 
                                such Act), the appropriate Federal 
                                banking agency shall require''; and
                                  (II) in subparagraph (B), by striking 
                                ``other methods'' and all that follows 
                                through ``determines'' and inserting 
                                ``other methods as the appropriate 
                                Federal banking agency determines'';
                          (ii) in paragraph (2)--
                                  (I) by striking ``determined'' and 
                                all that follows through ``may, 
                                consistent'' and inserting ``determined 
                                by appropriate federal banking agency 
                                case-by-case.--The appropriate Federal 
                                banking agency may, consistent''; and
                                  (II) by striking ``capital-to-
                                assets'' and all that follows through 
                                ``determines to be necessary'' and 
                                inserting ``capital-to-assets as the 
                                appropriate Federal banking agency 
                                determines to be necessary'';
          (2) in section 6(c) (12 U.S.C. 1465(c)), by striking 
        ``sections'' and inserting ``section'';
          (3) in section 10 (12 U.S.C. 1467a)--
                  (A) in subsection (b)(6), by striking ``time'' and 
                all that follows through ``release'' and inserting 
                ``time, upon the motion or application of the Board, 
                release'';
                  (B) in subsection (c)(2)(H)--
                          (i) in the matter preceding clause (i)--
                                  (I) by striking ``1841(p))'' and 
                                inserting ``1841(p)))''; and
                                  (II) by inserting ``(12 U.S.C. 
                                1843(k))'' before ``if--''; and
                          (ii) in clause (i), by inserting ``of 1956 
                        (12 U.S.C. 1843(l) and (m))'' after ``Company 
                        Act''; and
                  (C) in subsection (e)(7)(B)(iii)--
                          (i) by striking ``Board of the Office of 
                        Thrift Supervision'' and inserting ``Director 
                        of the Office of Thrift Supervision''; and
                          (ii) by inserting ``, as defined in section 2 
                        of the Dodd-Frank Wall Street Reform and 
                        Consumer Protection Act (12 U.S.C. 5301)'' 
                        after ``transfer date''; and
          (4) in section 13 (12 U.S.C. 1468b), by striking ``the a'' 
        and inserting ``a''.
  (z) Housing Act of 1948.--Section 502(c)(3) of the Housing Act of 
1948 (12 U.S.C. 1701c(c)(3)) is amended by striking ``Federal Home Loan 
Bank Agency'' and inserting ``Federal Housing Finance Agency''.
  (aa) Housing and Urban Development Act of 1968.--Section 106(h)(5) of 
the Housing and Urban Development Act of 1968 (12 U.S.C. 1701x(h)(5)) 
is amended by striking ``authorised'' and inserting ``authorized''.
  (bb) International Banking Act of 1978.--Section 15 of the 
International Banking Act of 1978 (12 U.S.C. 3109) is amended--
          (1) in each of subsections (a) and (b)--
                  (A) by striking ``, and Director of the Office of 
                Thrift Supervision'' each place that term appears; and
                  (B) by inserting ``and'' before ``Federal Deposit'' 
                each place that term appears;
          (2) in subsection (a), by striking ``Comptroller, 
        Corporation, or Director'' and inserting ``Comptroller of the 
        Currency, or Corporation''; and
          (3) in subsection (c)(4)--
                  (A) by inserting ``and'' before ``the Federal 
                Deposit''; and
                  (B) by striking ``, and the Director of the Office of 
                Thrift Supervision''.
  (cc) International Lending Supervision Act of 1983.--Section 912 of 
the International Lending Supervision Act of 1983 (12 U.S.C. 3911) is 
amended--
          (1) by amending the section heading to read as follows: 
        ``equal representation for federal deposit insurance 
        corporation'';
          (2) by striking ``(a) In General.--''; and
          (3) by striking subsection (b).
  (dd) Interstate Land Sales Full Disclosure Act.--The Interstate Land 
Sales Full Disclosure Act (15 U.S.C. 1701 et seq.) is amended in each 
of section 1411(b) (15 U.S.C. 1710(b)) and subsections (b)(4) and (d) 
of section 1418a (15 U.S.C. 1717a), by striking ``Secretary's'' each 
place that term appears and inserting ``Director's''.
  (ee) Legal Certainty for Bank Products Act of 2000.--Section 
403(b)(1) of the Legal Certainty for Bank Products Act of 2000 (7 
U.S.C. 27a(b)(1)) is amended by striking ``that section'' and inserting 
``section''.
  (ff) Public Law 93-495.--Section 111 of Public Law 93-495 (12 U.S.C. 
250) is amended by striking ``the Director of the Office of Thrift 
Supervision,''.
  (gg) Revised Statutes of the United States.--Section 5136C(i) of the 
Revised Statutes of the United States (12 U.S.C. 25b(i)) is amended by 
striking ``Powers.--'' and all that follows through ``In accordance'' 
and inserting ``Powers.--In accordance''.
  (hh) Riegle Community Development and Regulatory Improvement Act of 
1994.--Section 117(e) of the Riegle Community Development and 
Regulatory Improvement Act of 1994 (12 U.S.C. 4716(e)) is amended by 
striking ``the Director of the Office of Thrift Supervision,''.
  (ii) S.A.F.E. Mortgage Licensing Act of 2008.--Section 1514 of the 
S.A.F.E. Mortgage Licensing Act of 2008 (12 U.S.C. 5113) is amended in 
each of subsections (b)(5) and (c)(4)(C), by striking ``Secretary's'' 
each place that term appears and inserting ``Director's''.
  (jj) Securities Exchange Act of 1934.--The Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.) is amended--
          (1) in section 3C(g)(4)(B)(v) (15 U.S.C. 78c-3(g)(4)(B)(v)), 
        by striking ``of that Act'' and inserting ``of that section'';
          (2) in section 3D(d)(10)(A) (15 U.S.C. 78c-4(d)(10)(A)), by 
        striking ``taking'' and inserting ``take'';
          (3) in section 3E(b)(1) (15 U.S.C. 78c-5(b)(1)), by striking 
        ``though'' and inserting ``through'';
          (4) in section 4(g)(8)(A) (15 U.S.C. 78d(g)(8)(A)), by 
        striking ``(2)(A)(i)'' and inserting ``(2)(A)(ii)'';
          (5) in section 15 (15 U.S.C. 78o)--
                  (A) in each of subparagraphs (B)(ii) and (C) of 
                subsection (b)(4), by striking ``dealer municipal 
                advisor,,'' and inserting ``dealer, municipal 
                advisor,'';
                  (B) by redesignating subsection (j) (relating to the 
                authority of the Commission) as subsection (p) and 
                moving that subsection to the end;
                  (C) as amended by section 841(d), by redesignating 
                the section subsection (k) and second subsection (l) 
                (relating to standard of conduct and other matters, 
                respectively), as added by section 913(g)(1) of the 
                Dodd-Frank Wall Street Reform and Consumer Protection 
                Act (124 Stat. 1828), as subsections (q) and (r), 
                respectively and moving those subsections to the end; 
                and
                  (D) in subsection (m), by inserting ``the'' before 
                ``same extent'';
          (6) in section 15F(h) (15 U.S.C. 78o-10(h))--
                  (A) in paragraph (2)(A), by inserting ``a'' after 
                ``that acts as an advisor to'';
                  (B) in paragraph (2)(B), by inserting ``a'' after 
                ``offers to enter into''; and
                  (C) in paragraph (5)(A)(i)--
                          (i) by inserting ``(A)'' after ``(18)''; and
                          (ii) in subclause (VII), by striking ``act 
                        of'' and inserting ``Act of'';
          (7) in section 15G (15 U.S.C. 78o-11)--
                  (A) in subsection (b)(2), by inserting ``Board of 
                Directors of the'' before ``Federal Housing'';
                  (B) in subsection (e)(4)(A), by striking 
                ``subsection'' and inserting ``section'';
                  (C) in subsection (e)(4)(C)--
                          (i) by striking ``129C(c)(2)'' and inserting 
                        ``129C(b)(2)(A)''; and
                          (ii) by inserting ``(15 U.S.C. 
                        1639c(b)(2)(A))'' after ``Lending Act''; and
                  (D) in subsection (e)(5), by striking ``subsection'' 
                and inserting ``section''; and
          (8) in section 17A (15 U.S.C. 78q-1), by redesignating 
        subsection (g), as added by section 929W of the Dodd-Frank Wall 
        Street Reform and Consumer Protection Act (relating to due 
        diligence for the delivery of dividends, interest, and other 
        valuable property rights) as subsection (n) and moving that 
        subsection to the end.
  (kk) Telemarketing and Consumer Fraud and Abuse Prevention Act.--
Section 3(b) of the Telemarketing and Consumer Fraud and Abuse 
Prevention Act (15 U.S.C. 6102(b)) is amended by inserting before the 
period at the end the following: ``, provided, however, nothing in this 
section shall conflict with or supersede section 6 of the Federal Trade 
Commission Act (15 U.S.C. 46)''.
  (ll) Title 5.--Title 5, United States Code, is amended--
          (1) in section 3132(a)(1)(D), as amended by section 711, by 
        striking ``the Office of Thrift Supervision,, the Resolution 
        Trust Corporation,''; and
          (2) in section 5314, by striking ``Director of the Office of 
        Thrift Supervision.''.
  (mm) Title 31.--
          (1) Amendments.--Title 31, United States Code, is amended--
                  (A) by striking section 309; and
                  (B) in section 714(d)(3)(B) by striking ``a audit'' 
                and inserting ``an audit''.
          (2) Analysis.--The analysis for subchapter I of chapter 3 of 
        title 31, United States Code, is amended by striking the item 
        relating to section 309.
  (nn) Truth in Lending Act.--The Truth in Lending Act (15 U.S.C. 1601 
et seq.) is amended--
          (1) in section 105 (15 U.S.C. 1604), by inserting subsection 
        (h), as added by section 1472(c) of the Dodd-Frank Wall Street 
        Reform and Consumer Protection Act (124 Stat. 2187), before 
        subsection (i), as added by section 1100A(7) of that Act (124 
        Stat. 2108);
          (2) in section 106(f)(2)(B)(i) (15 U.S.C. 1605(f)(2)(B)(i)), 
        by striking ``103(w)'' and inserting ``103(x)'';
          (3) in section 121(b) (15 U.S.C. 1631(b)), by striking 
        ``103(f)'' and inserting ``103(g)'';
          (4) in section 122(d)(5) (15 U.S.C. 1632(d)(5)), by striking 
        ``section 603)'' and all that follows through ``promulgate'' 
        and inserting ``section 603), may promulgate'';
          (5) in section 125(e)(1) (15 U.S.C. 1635(e)(1)), by striking 
        ``103(w)'' and inserting ``103(x)'';
          (6) in section 129 (15 U.S.C. 1639)--
                  (A) in subsection (q), by striking ``(l)(2)'' and 
                inserting ``(p)(2)''; and
                  (B) in subsection (u)(3), by striking ``Board'' each 
                place that term appears and inserting ``Agency'';
          (7) in section 129C (15 U.S.C. 1639c)--
                  (A) in subsection (b)(2)(B), by striking the second 
                period at the end; and
                  (B) in subsection (c)(1)(B)(ii)(I), by striking ``a 
                original'' and inserting ``an original'';
          (8) in section 148(d) (15 U.S.C. 1665c(d)), by striking 
        ``Bureau'' and inserting ``Board'';
          (9) in section 149 (15 U.S.C. 1665d)--
                  (A) by striking ``the Director of the Office of 
                Thrift Supervision,'' each place that term appears;
                  (B) by striking ``National Credit Union 
                Administration Bureau'' and inserting ``National Credit 
                Union Administration Board'' each place that term 
                appears; and
                  (C) by striking ``Bureau of Directors of the Federal 
                Deposit Insurance Corporation'' and inserting ``Board 
                of Directors of the Federal Deposit Insurance 
                Corporation'' each place that term appears; and
          (10) in section 181(1) (15 U.S.C. 1667(1)), by striking 
        ``103(g)'' and inserting ``103(h)''.
  (oo) Truth in Savings Act.--The Truth in Savings Act (12 U.S.C. 4301 
et seq.) is amended in each of sections 269(a)(4) (12 U.S.C. 
4308(a)(4)), 270(a)(2) (12 U.S.C. 4309(a)(2)), and 274(6) (12 U.S.C. 
4313(6)), by striking ``Administration Bureau'' each place that term 
appears and inserting ``Administration Board''.

                          Purpose and Summary

    Introduced by Chairman Jeb Hensarling on April 26, 2017, 
H.R. 10, the Financial CHOICE Act of 2017 replaces harmful 
provisions of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (Dodd-Frank Act) (Pub. L. No. 111-203) with free 
market solutions that will grow the economy, end the phenomenon 
of ``too big to fail'' financial institutions, restore the 
Article I powers provided to the Congress, 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 
Federal Reserve's regulatory functions.

                  Background and Need for Legislation

    It has been almost seven years since the passage of the 
Dodd-Frank Act. The proponents of the Dodd-Frank Act told us 
that it would lift our economy, but instead the United States 
continues to experience the slowest, weakest, most tepid 
recovery in its history. The economy does not work for working 
people. They have seen their paychecks stagnate. They have seen 
their savings decimated. We have seen millions who remain 
unemployed and underemployed and an economy working at roughly 
half of its potential. The Dodd-Frank Act has imposed more 
regulatory restrictions on the U.S. economy than all other 
Obama-era laws combined.
    There is a better way and it is the Financial CHOICE Act of 
2017. The legislation replaces onerous government fiat with 
market discipline; substitutes bankruptcy for taxpayer-funded 
bailouts; throws a deregulatory life preserver to our community 
financial institutions; replaces complexity with simplicity; 
holds both Washington and Wall Street accountable; and 
unleashes capital formation so the economy can move yet again 
for the betterment of our citizens. The legislation will 
unleash opportunities for economic growth, foster capital 
formation and provide Main Street job creators with regulatory 
relief so more Americans can go back to work, have good careers 
and give their families a better life. Under the Financial 
CHOICE Act there will be economic opportunity for all and bank 
bailouts for none.

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

    The problems with a system in which government regulators 
deem certain financial institutions ``too big to fail'' are 
self-evident. First, ``too big to fail'' creates perverse 
incentives: if government officials and regulators in any way 
create the impression that some institutions are ``systemically 
important,'' the inevitable conclusion that market participants 
will draw is that government will likely bail out its creditors 
in an emergency. That implicit guarantee allows the bank to 
borrow more cheaply than its smaller competitors. Second, the 
``too big to fail'' doctrine makes the financial system even 
more fragile, which in turn makes bailouts more likely: the 
prospect of government bailouts makes creditors indifferent to 
the bets that financial institutions are making with the funds 
they borrow, which promotes moral hazard and further increases 
risk in the financial system. Third, ``too big to fail'' 
violates the basic tenets of a free enterprise system. It 
interrupts the normal operation of markets and rewards the 
imprudent and reckless while punishing the prudent and 
productive; it undermines equal treatment and the Rule of Law 
by privatizing profits and socializing losses; and it 
undermines public faith in the economic system by failing to 
hold businesses and individuals accountable for the 
consequences of their actions. But far from ending bailouts, 
the Dodd-Frank Act institutionalized them and made them a 
permanent feature of the regulatory toolkit, in the form of the 
``Orderly Liquidation Authority'' set forth in Title II of the 
Act.
    If we learned nothing else from the financial crisis, it is 
that federal subsidies of the financial sector promote moral 
hazard and expose taxpayers to an unacceptable risk of loss. So 
long as market participants perceive that regulators and 
politicians have the legal wherewithal to ride to their rescue 
in times of crisis, they will be tempted to engage in the kind 
of reckless behavior that makes the financial system more 
fragile than it otherwise would be, which in turn makes it more 
likely that regulators will not only face a financial crisis 
but will once again resort to extraordinary measures to avoid 
it. The solution to this problem is to make it clear to market 
participants in advance that they alone will bear the 
consequences of the risks they choose to undertake. In order to 
end ``too big to fail'' and prevent future taxpayer bailouts of 
financial firms, the Financial CHOICE Act implements the 
following five policy changes:
    1. Repeal Title II's ``Orderly Liquidation Authority'' 
(OLA);
    2. Replace OLA with a new chapter of the federal bankruptcy 
code designed to accommodate the failure of a large, complex 
financial institution (H.R. 1667, the Financial Institution 
Bankruptcy Act of 2017);
    3. Prohibit the future use of the Exchange Stabilization 
Fund to bail out a financial firm or its creditors.
    4. Repeal the FDIC's authority to establish a widely 
available program to guarantee obligations of banks during 
times of severe economic stress; and
    5. Repeal the authority vested in the Financial Stability 
Oversight Council by Titles I and VIII of the Dodd-Frank Act to 
designate certain financial organizations as ``too big to 
fail,'' and rescinding previous FSOC designations.
    The Republican preference for bankruptcy over bailouts is 
grounded in three fundamental principles: First, the bankruptcy 
process is administered through the judicial system, by 
impartial bankruptcy judges charged by the Constitution to 
guarantee due process in public proceedings under well-settled 
rules and procedures. It is a process that is faithful to this 
country's belief in the Rule of Law. By contrast, the Dodd-
Frank's ``Orderly Liquidation Authority'' places vast amounts 
of discretion in a handful of unelected bureaucrats to seize an 
institution and wind it down, paying off some creditors in full 
and imposing losses on others, in a process that takes place 
behind closed doors and that effectively cannot be challenged 
by the institution, its creditors, or the public.
    Second, the bankruptcy process provides a certainty that 
the ``Orderly Liquidation Authority'' lacks. Management, 
shareholders, creditors, and--most importantly--market 
participants understand how the firm will be treated in 
bankruptcy, based upon centuries of well-settled legal 
precedents. Under the ``Orderly Liquidation Authority,'' the 
best that anyone can do is to surmise what the FDIC might do. 
And while the FDIC has sought to provide certainty about how it 
might resolve a firm under Title II by issuing its ``Single 
Point of Entry'' proposal, the FDIC has been clear that the 
``Single Point of Entry'' is a strategy that it might--or might 
not--follow. That lack of certainty re-creates the dangerous ad 
hoc rescue policies that were in place in the fall of 2008, and 
which precipitated the financial crisis. Bankruptcy provides 
certainty, and with it financial stability. Title II preserves 
the regulators' unfettered discretion, and with it, the same 
dangerous uncertainty that roiled financial markets and brought 
them down in 2008.
    Indeed, the decision whether to invoke the ``Orderly 
Liquidation Authority'' in the first place--as opposed to 
placing a large firm in bankruptcy--is entirely within the 
discretion of the regulators, subject to very limited judicial 
review, which is itself a huge source of uncertainty. As former 
Comptroller of the Currency John Dugan put it, ``It's hard to 
tell people exactly what's going to happen because we're 
saying, Well, it might be bankruptcy and it might not.''' In 
the words of noted financial analyst Josh Rosner in testimony 
before the Financial Services Committee, ``[i]t is very 
problematic if the same institution has the possibility of 
going through two different insolvency regimes, depending on 
the whim of regulators.''
    Third, and most importantly, bankruptcy does not depend on 
taxpayer-provided funds to bail out, liquidate, or reorganize a 
failing institution. Rather than learning from the mistakes 
that the government made in using government funds to bail out 
Bear Stearns, AIG, and host of other large financial 
institutions, the ``Orderly Liquidation Authority'' embraces 
that strategy and explicitly makes the taxpayer the source of 
funding to pay for the reorganization of a large financial 
institution by way of the ``Orderly Liquidation Fund,'' a 
facility that exists not to ``liquidate'' an insolvent 
institution, but to reorganize it by paying off its creditors 
and counterparties, just as the Federal Reserve did when it 
bailed out AIG.
    By contrast, the bankruptcy code does not provide 
government officials with a taxpayer-backed pot of money to 
wind down or reorganize a failing institution. Under the 
bankruptcy code, those funds come not from the government or 
the taxpayer but from the private sector. As a result, 
bankruptcy forces losses upon the creditors of the failing 
institution, rather than taxpayers. By committing government to 
bankruptcy as the method of resolving insolvent firms--rather 
than bailing out creditors of these firms--implicit government 
guarantees are ended, counterparty discipline is strengthened, 
and more vigilant due diligence is encouraged before a large 
firm becomes insolvent and bankruptcy is initiated.
    Because government commits to bankruptcy rather than 
bailout before a large firm becomes insolvent, creditors will 
become more careful about extending credit to large firms, 
knowing that they will bear the costs of failure and therefore 
limiting their exposure to these firms. Moreover, large firms 
will likely become smaller, because the credit they obtain is 
now priced according to their risk of failure, rather than the 
implicit government-guarantee backing a firm that is ``too big 
to fail.'' As a result, failure--when it does happen--will be 
more easily contained and less destabilizing.
    Another bailout title of the Dodd-Frank Act, which received 
little discussion prior to its inclusion in the law is Title 
VIII, which authorizes the FSOC to designate CCPs and payment 
systems as ``systemically important financial market 
utilities,'' or FMUs. However, Title VIII must be read in 
conjunction with Title VII of Dodd-Frank, which governs the 
regulation of the over-the-counter derivatives (OTC) market.
    Title VII of the Dodd-Frank Act required that certain 
standardized OTC derivatives contracts be cleared through 
central clearinghouses (CCPs) in order to mitigate systemic 
risk. This troublesome concentration of risk is compounded by 
the decision of Dodd-Frank's drafters to anoint CCPs as the 
next generation of ``too big to fail'' firms. While experts 
disagree on whether increased reliance upon CCPs amplifies 
rather than mitigates systemic risk, there is broad agreement 
that designating these organizations as ``systemically 
important'' and granting them immediate access to the Fed 
discount window increases financial instability by creating the 
perception that they are ``too big to fail.'' As New York Times 
columnist Gretchen Morgenson put it, ``these large and 
systemically important financial utilities that together trade 
and clear trillions of dollars in transactions appear to have 
won the daily double--access to federal money, without the 
accountability.''
    The legislative history of the Dodd-Frank Act shows that at 
least some proponents of the Dodd-Frank Act recognized the 
danger of expanding the safety net to include FMUs. Even former 
Chairman Barney Frank saw the hazards of creating a new 
category of ``too big to fail'' institutions. During the 
Financial Services Committee's markup of financial reform 
legislation in 2009, Republicans offered an amendment to strike 
the FMU provision from the bill. Rather than defend the 
provision, Chairman Frank supported the Republican amendment to 
strike it, describing the attempt to expand the Fed's 
regulatory fiefdom as ``an example of overreach on the part of 
some for the Federal Reserve.'' But the FMU provision reemerged 
in the Senate's version of the financial reform bill, 
ultimately making it into the Dodd-Frank conference report that 
was signed into law.
    Title I of the Financial CHOICE Act also repeals the 
authority of the FSOC to designate non-bank financial companies 
as systemically important financial institutions or SIFIs; 
retroactively repeals its previous designations of certain non-
bank financial companies; repeals the FSOC's related authority 
to designate particular financial activities for heightened 
prudential standards or safeguards, which includes the power to 
mandate that an activity be conducted in a certain way or be 
prohibited altogether; and repeals the FSOC's authority to 
break up a large financial institution if the Federal Reserve 
finds that the firm ``poses a grave threat to the financial 
stability of the United States.'' more fundamental problem 
exists with respect to Dodd-Frank's nonbank SIFI regime. Under 
the Financial CHOICE Act, the FSOC would continue to serve as 
an inter-agency forum to:
    (1) monitor market developments;
    (2) facilitate information-sharing and regulatory 
coordination;
    (3) bring the primary federal regulators together with the 
goal of identifying and mitigating risks to financial 
stability; and
    (4) report to Congress on those risks and making policy 
recommendations to address them.
    But the FSOC would be required to operate with a higher 
degree of transparency and inclusiveness than in it has the 
past, through the following reforms:
     The FSOC would be subject to both the ``Government 
in the Sunshine Act'' and the Federal Advisory Committee Act;
     All of the members of the commissions and boards 
represented on the FSOC--such as the SEC, the Federal Reserve, 
Federal Deposit Insurance Corporation, the Commodity Futures 
Trading Commission and the National Credit Union 
Administration--would be permitted to attend and participate in 
the FSOC's meetings;
     Before the principal of a Commission or Board 
represented on the FSOC votes as an FSOC member on an issue 
before the FSOC, the Commission or Board would have to vote on 
the issue, and the principal would have to abide by the results 
of that vote at the FSOC meeting; and
     Members of certain congressional committees would 
be permitted to attend all FSOC meetings, whether or not the 
meeting is open to the public.
    This title also repeals the Office of Financial Research 
(OFR). By driving regulators towards a homogenized assessment 
of financial system threats, the OFR contributes to a ``one-
world view'' of risk that has had such disastrous consequences 
in Basel and other regulatory contexts. Eliminating the OFR 
would actually improve risk management by encouraging diverse 
perceptions of risk and risk management strategies. There are 
countless other federal agencies--most notably the Federal 
Reserve, which maintains a ``Division of Financial Stability'' 
and employs over 300 PhD economists--that perform market 
surveillance and collect and analyze data for purposes of 
identifying threats to financial stability. Eliminating the OFR 
will result in one less redundant federal bureaucracy.
    In an effort to inject badly needed accountability, 
transparency, and targeted relief into the living will and 
stress test processes, the Financial CHOICE Act makes a number 
of important reforms. For banking organizations that do not 
make a qualifying capital election under Title VI and continue 
to submit living wills, the Financial CHOICE Act:
    (1) provides that ``living wills'' can only be requested by 
a banking agency once every two years;
    (2) requires the banking agencies to provide feedback on 
``living wills'' to banking organizations within six months of 
their submission; and
    (3) requires the banking agencies to publicly disclose 
their assessment frameworks.
    In addition, the Financial CHOICE Act would overhaul the 
current regime for stress testing banks, by:
    (1) requiring the Federal Reserve to issue regulations, 
after providing for notice and comment, that provide for at 
least three different sets of conditions under which the 
evaluation required by Section 165 of the Dodd-Frank Act (or 
under the Federal Reserve's rules implementing stress testing 
requirements) will be conducted, including baseline, adverse, 
and severely adverse, and methodologies, as well as models to 
estimate losses on certain assets;
    (2) requiring the Federal Reserve to provide copies of such 
regulations to the GAO and the Panel of Economic Advisors of 
the Congressional Budget Office before publishing such 
regulation; and
    (3) requiring the Federal Reserve to publish a summary of 
all stress test results.
    Additionally, the Financial CHOICE Act will make the 
company-run stress test an annual exercise, move the Federal 
Reserve's Comprehensive Capital Analysis and Review (CCAR) to a 
biennial process, and extend the Federal Reserve's regulatory 
relief from CCAR's qualitative assessment to all banks. 
Further, the Financial CHOICE Act will provide much needed 
transparency to the Federal Reserve's stress tests consistent 
with findings in the GAO report.
    Further, Title I improves the requirements for banking 
entities to hold capital against ``operational risk.'' All 
banking organizations should adopt written policies and 
procedures to identify and manage operational risk that is 
appropriate based on their size, activities, and product 
offerings. To require banking organizations, however, to hold 
operational risk capital against former activities is an 
unnecessary restraint and the Financial CHOICE Act limits the 
imposition of operational risk capital requirements to a bank's 
current activities and businesses and permits adjustments for 
operational risk mitigants.

          TITLE II--DEMANDING ACCOUNTABILITY FROM WALL STREET

    Because both Wall Street and Washington must be held 
accountable if future financial melt-downs are to be averted, 
the Financial CHOICE Act increases penalties for violations of 
the securities laws for individuals and entities, but couples 
those increases with important reforms to the SEC's enforcement 
program designed to promote the Rule of Law and ensure due 
process. The vigorous enforcement of the federal securities 
laws is paramount and the SEC must have the tools it needs to 
deter and punish wrongdoing and, whenever possible, to make 
defrauded investors whole. Many of the civil monetary penalties 
administered by the SEC are based on a three-tiered structure, 
in which the severity of the penalty increases according to the 
gravity of the offense.
    The SEC previously expressed concern that the current 
statutory authorities limit their ability to pursue penalties 
and influence the structure of settlement agreements. To 
address these concerns, the Financial CHOICE Act significantly 
increases the SEC's civil penalty authority, as well as 
criminal sanctions under the federal securities laws, for the 
most serious offenses. It increases the first and second tier 
penalties, and nearly doubles the penalty amounts for third-
tier offenses--those involving substantial losses for the 
victim or substantial pecuniary gain for the offender--for both 
individuals and corporations. Additionally, the Financial 
CHOICE Act establishes a new fourth tier for recidivist 
offenders that allows for damages that are triple otherwise 
maximum monetary penalties. It also significantly increases the 
criminal penalties for individuals for insider trading and 
other corrupt practices. Overall, the Republican approach 
allows the SEC Enforcement Division and the Department of 
Justice to pursue the worst offenders with stronger penalty 
authority than was provided for in the Dodd-Frank Act, which 
will have a deterrent effect on corporate executives 
considering stepping over the line.

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

    The Constitution envisioned a system of checks and balances 
whereby power would be distributed among three distinct 
branches of government. Financial regulators instead exercise 
the powers of all three branches of government, aided by Dodd-
Frank provisions that have largely immunized them from 
accountability to Congress, the President, and the courts. The 
Dodd-Frank Act erodes basic Rule of Law principles and produces 
unnecessarily costly regulations--which harm job creation and 
limit economic opportunity--by devolving enormous power to 
unaccountable and unelected agency bureaucrats. Only by 
restoring the Constitutional separation of powers and 
reclaiming its legislative authority can Congress restore 
accountability and democratic control over federal agencies and 
ensure the financial regulatory process is accountable, fair, 
and efficient. The Financial CHOICE Act aims to restore the 
checks and balances the Constitution established between the 
branches of government. In an effort to stem the considerable 
economic damage being done by Dodd-Frank--as well as restore 
the proper balance of power between the executive and 
congressional branches of government--the Financial CHOICE Act 
incorporates the provisions of the Regulations from the 
Executive in Need of Scrutiny (REINS) Act legislation 
previously passed by the House (H.R. 26). The REINS Act 
requires Congress to pass, and the President to sign, a joint 
resolution of approval for all major regulations before they 
are effective. Major regulations are those that produce $100 
million or more in impacts on the U.S. economy, spur major 
increases in costs or prices for consumers, or have certain 
other significant adverse effects on the economy. These 
provisions will provide much-needed congressional oversight of 
and accountability for the burdensome major rules that are 
weighing down our economy with billions of dollars in 
compliance costs.
    A fundamental tenet of sound regulatory practice is that 
the benefits of a proposed regulation should, as a general 
matter, outweigh the costs that such regulation imposes on 
society. Yet the federal financial regulators have historically 
conducted ineffective economic analysis of proposed rules, when 
they conduct it at all, and have refused to change course even 
after a regulation has been proven to be too costly. The 
Financial CHOICE Act will increase regulatory transparency and 
accountability in the rulemaking process by putting in place 
economic analysis requirements for all financial regulators. 
Specifically, when proposing a rule, regulators must include an 
assessment of the rule's need and conduct a rigorous economic 
analysis of its quantitative and qualitative impacts. 
Regulators must allow at least 90 days for notice and comment 
on a proposed rule and publicly release the data underlying 
their analyses. If the rule's costs are determined to outweigh 
its benefits, the regulators will be prohibited from finalizing 
the rule absent an express authorization from Congress.
    The Financial CHOICE Act also strengthens retrospective 
review requirements--another regulatory best practice. Within 
five years of a new rule's implementation, the regulator must 
also complete an analysis that examines the economic impact of 
the rule, including its direct and indirect costs. The 
Financial CHOICE Act also directs regulators to conduct 
retrospective reviews of previous rules every five years to 
modify, streamline, expand, or repeal existing regulations.
    Additionally, the legislation creates a Chief Economist 
Council comprised of the chief economists from each of the 
financial regulatory agencies, which will meet quarterly. The 
Council will be required to conduct a review and report on the 
costs and benefits of all financial regulations released in the 
previous year. It also will report on the cumulative effects of 
regulations finalized within the same timeframe.
    To return to a Constitutional structure and create agency 
accountability, Congress must reclaim its ``power of the 
purse''--one of the most potent tools the Constitution gives 
Congress for conducting oversight of federal agencies and 
implementing real reforms. This tool is needed now more than 
ever before. There can be no ``consent of the governed'' if the 
American people, through their democratically elected 
representatives, have no say in how their government spends 
their hard-earned dollars. To reassert Congress' power of the 
purse, the Financial CHOICE Act calls for all of the federal 
financial regulatory agencies--including the CFPB and the 
FSOC--to be funded through the Congressional appropriations 
process. This will allow Congress to ensure that these agencies 
use their funding effectively and transparently to fulfill 
their missions of protecting consumers and investors.
    The Financial CHOICE Act also addresses concerns with the 
so-called ``Chevron doctrine.'' In far too many instances in 
recent years, federal courts have refused to fulfill their 
Constitutional responsibility to interpret and apply the laws 
as Congress has written them, contributing to the unchecked 
expansion of federal agencies' powers. This trend began in 
earnest with the 1984 case of Chevron v. Natural Resources 
Defense Council. Under the ``Chevron doctrine'' or ``Chevron 
deference'' established in that case, if there is ambiguity in 
how to interpret a statute, courts must accept an agency's 
interpretation of a law unless it is arbitrary or manifestly 
contrary to the statute. In fact, the Supreme Court ruled in 
the 2013 case City of Arlington v. FCC that courts must even 
defer to an agency's interpretation of the laws that establish 
the agency's own jurisdiction. Because of these court rulings, 
agencies now have virtually unfettered power to expand the 
scope of their own authority by regulatory fiat. And, courts 
also defer to agency interpretations of their own rules and 
regulations. The Dodd-Frank Act went still further, instructing 
courts to grant heightened deference to the CFPB.
    This pattern of regulatory overreach is why Congress must 
eliminate the ``Chevron doctrine'' and hold the judicial branch 
to its Constitutional responsibilities. Unelected bureaucrats 
now decide what and who they can regulate, and how to regulate, 
with only the flimsiest of limitations on how far they can go 
in stretching and torturing the meaning of the laws written by 
Congress. Until both Congress and the courts uphold their end 
of the bargain to fulfill their Constitutional 
responsibilities, the administrative state will continue to 
grow in power and shrink in accountability, to the detriment of 
the American people. Therefore, the Financial CHOICE Act 
repeals the ``Chevron doctrine'' for federal financial 
regulators, after two years, requiring courts to review their 
rules de novo.
    Finally, the Financial CHOICE Act makes additional changes 
to bring greater transparency and accountability to financial 
regulatory agencies. Specifically, the bill requires that they 
provide notice and opportunity for comment on international 
standard setting negotiations and agreements, undertake greater 
analysis of their rules' impact on state and local governments 
and private entities, similar to the Unfunded Mandates Reform 
Act, requires they implement policies and procedures to 
minimize duplication of investigations and enforcement actions, 
prohibits settlement payments to non-victim third parties, and 
institutes criminal penalties for the unauthorized disclosure 
of sensitive, market-moving information and regulatory 
determinations.

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

    Congress entrusted the SEC with a three-part statutory 
mission in overseeing the U.S. capital markets: to protect 
investors; maintain fair, orderly, and efficient markets; and 
facilitate capital formation. Unfortunately, the Dodd-Frank 
Act's answer to the financial crisis was to burden the SEC with 
myriad responsibilities, many of which were unrelated to its 
statutory mission. Because these extraneous responsibilities 
make it harder for the SEC to meet its statutory 
responsibilities, Congress has the responsibility to either 
amend or repeal the provisions in the Dodd-Frank Act that not 
only divert the SEC from its statutory mission but also force 
the SEC to expend valuable resources on activities that do not 
benefit capital markets or investors.
    Since 2010, the SEC has devoted thousands of man-hours and 
millions of dollars to finish rules mandated by the Dodd-Frank 
Act that neither address the causes of the financial crises nor 
advance the SEC's statutory mission. For example, rather than 
devote time and resources to rules that would protect investors 
or facilitate capital formation, the SEC has instead focused 
its efforts on rules to require public companies to make 
confusing and immaterial disclosures relating to, for example, 
conflict minerals, resource extraction, and CEO pay ratios. The 
Dodd-Frank Act has accelerated a troubling trend in which the 
securities laws have been hijacked by those more interested in 
scoring political points than enhancing capital markets or 
investor protection.
    Although small companies are at the forefront of 
technological innovation and job creation, they frequently face 
obstacles in obtaining funding in the capital markets. These 
obstacles are often attributable to the proportionately larger 
burden that securities regulations--written for large public 
companies--place on small companies when they seek to go 
public. The Jumpstart Our Business Startups Act--popularly 
known as the JOBS Act--makes it easier for smaller companies to 
access capital markets. Signed into law on April 5, 2012, the 
bipartisan JOBS Act consists of six bills that originated in 
the Financial Services Committee that help small companies 
obtain access to capital markets by lifting the burden of 
certain securities regulations. By helping small companies 
obtain funding, the JOBS Act facilitates economic growth and 
job creation. It does this by encouraging the SEC to expand its 
mission beyond its traditional approach to securities 
regulation.
    This title of the Financial CHOICE Act includes numerous 
provisions--many of them strongly bipartisan--to further 
capital formation. Specifically, the legislation will modernize 
the regulatory regime for business development companies (BDCs) 
to allow them to amplify financing for small and medium-size 
businesses at a time when these companies are struggling to 
access capital to support growth and job creation. It will 
facilitate the creation of venture exchanges to encourage 
smaller companies to access capital in the public markets, with 
the potential to create millions of jobs. It will expand 
provisions of the JOBS Act helping companies offer securities 
in a public offering. It will eliminate onerous and unnecessary 
regulatory burdens on smaller public and private companies that 
are restricting their ability to access capital to grow and 
create jobs. And it will require the SEC to consider the 
recommendations of its Forum on Small Business Capital 
Formation, and outline what, if any, action the SEC intends to 
take to implement those recommendations, thereby ensuring the 
SEC no longer neglects its statutory mission.

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

    While sold to the American public as ``Wall Street 
reform,'' the Dodd-Frank Act's most pernicious effects have 
been felt on Main Street, among community-based financial 
institutions and the customers they serve. Dodd-Frank's slew of 
new regulatory mandates disproportionately harms smaller 
institutions that lack the personnel and financial resources of 
larger firms, and ultimately results in a less competitive 
marketplace, as smaller institutions overwhelmed by the volume 
and complexity of regulations are forced to exit business lines 
or seek to merge with other institutions. The end results for 
consumers are fewer and more expensive borrowing choices and 
reduced upward mobility--particularly for those economically 
disadvantaged groups that have historically had the most 
difficulty accessing credit.
    Multiple studies and surveys have documented the 
destructive effect of excessive regulation on the ability of 
community financial institutions to meet the needs of their 
customers. For example, a February 2017 paper by researchers at 
the University of Maryland examined the effects of Dodd-Frank 
on mortgage originations. They found that while ``Dodd-Frank 
aimed at reducing mortgage fees and abuses against vulnerable 
borrowers,'' the lending regulations of Dodd-Frank actually 
``triggered a substantial redistribution of credit from the 
middle-class households to wealthy households.'' They also 
found that while ``[p]roponents of regulation aim to help 
vulnerable consumers,'' in fact the same regulators 
``underestimate the fact that lenders are private organizations 
competing in a free market, and hence they react to the 
incentives regulation creates based on their own objective 
function.'' Ultimately, ``in the case of Dodd-Frank, middle 
class households did not obtain cheaper mortgages, but were cut 
out of the mortgage market altogether.''
    Compliance with new regulations is expensive. After a 
regulation has been finalized, an institution must hire lawyers 
to review its procedures and forms to ensure that it complies 
with the regulation; coordinate its compliance activities and 
design internal audit programs; train its employees; buy 
additional information technology; design, print, and mail new 
forms and other disclosures; monitor its employees' compliance 
with new rules; and make records and employees available for 
regulatory examinations. These expenses exact a higher toll on 
smaller institutions than they do larger ones.
    The Financial CHOICE Act includes a host of reforms to 
address the plight of consumers finding it increasingly 
difficult to access affordable credit and community financial 
institutions unable to offer the products and services that 
those consumers demand. The goal is to free community financial 
institutions from unnecessarily burdensome regulations so that 
they can offer customers the personalized level of service that 
is the hallmark of the relationship-based lending model.
    Like community banks, America's credit unions did not cause 
the financial crisis, but are nonetheless caught in Dodd-
Frank's regulatory cross-hairs. They, too, receive significant 
regulatory relief under the Financial CHOICE Act. In addition 
to benefiting from many of the same reforms applicable to 
community banks (described above), credit unions will be 
afforded relief unique to their charter. Additionally, the 
Financial CHOICE Act requires the National Credit Union 
Administration (NCUA), which regulates federally insured credit 
unions, to hold annual budget hearings that are open to the 
public, and also requires the inclusion in each annual budget 
of a report detailing the NCUA's ``overhead transfer rate.''

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

    As the enormous costs and economic harm from the Dodd-Frank 
Act and other post-crisis regulatory initiatives have come into 
sharper relief, a consensus has begun to emerge that there has 
to be a better approach to financial regulation, one that 
prizes simplicity over needless complexity, and market 
discipline over regulatory arbitrage and central planning.
    Under the Financial CHOICE Act, banking organizations that 
maintain a leverage ratio of at least 10 percent, at the time 
of the election, may elect to be exempted from a number of 
regulatory requirements, including the Basel III capital and 
liquidity standards and the ``heightened prudential standards'' 
applicable to larger institutions under section 165 of the 
Dodd-Frank Act. The CHOICE Act thus offers financial 
institutions of all shapes and sizes a Dodd-Frank ``off-
ramp''--freedom from an overly burdensome and highly intrusive 
regulatory regime in exchange for maintaining significantly 
higher capital than is required by current law and regulation.
    The leverage ratio used to assess capital adequacy under 
the Financial CHOICE Act is more stringent than the risk-based 
capital regime traditionally favored by global banking 
regulators and embodied in the successive iterations of the 
Basel capital accord. Unlike Basel's risk-weighted capital 
requirements, a leverage ratio measures a bank's capital 
against its total assets, without incorporating subjective 
regulatory judgments about the relative riskiness of those 
assets. Apologists for the Basel status quo can be expected to 
argue that by treating all assets the same for capital 
purposes, a leverage ratio is too blunt an instrument, because 
there is no ``penalty'' for holding risky assets if those 
assets are not adjusted for relative risk. Far better, they 
say, to trust regulators to carefully calibrate the risk 
weights on specific asset classes so that banks do not gorge 
themselves on highly speculative investments in search of 
higher returns.
    By relying upon a simple leverage ratio, which measures 
shareholder equity available to absorb losses from total 
balance sheet and some off-balance sheet assets, the Financial 
CHOICE Act substitutes simplicity and market discipline for the 
complexity and unfettered regulatory discretion embodied by the 
Basel regime. FDIC Vice Chairman Hoenig, who has spent 
virtually his entire career in bank supervision, has argued 
that a leverage ratio approach will yield a more effective, 
more efficient, and more cost-effective supervisory regime than 
one in which regulators spend endless hours calibrating risk 
weights and policing banks' calculations of their risk-adjusted 
capital ratios: ``From a supervisory program perspective, 
moving away from risk-based capital measures toward an 
assessment of adequacy based on tangible equity would generate 
more reliable information from which to make supervisory 
judgments and would free up billions of dollars from 
supervision budgets currently spent waiting for, understanding, 
and implementing risk-based measures.''
    Had the leverage ratio approach proposed by the Financial 
CHOICE Act been in place prior to the financial crisis--instead 
of Basel's risk-based capital regime--much of the economic 
carnage from that crisis could have been avoided, as banks 
would have lacked incentives to herd into risky mortgage-backed 
securities and sovereign debt.
    Banks that make the capital election available under the 
Financial CHOICE Act will do so only if they believe it will 
create more value for their customers and investors. Moreover, 
electing banks will not only do better for themselves, they 
will contribute to a less fragile financial sector and more 
dynamic economy. Indeed, electing banks will reduce risks to 
taxpayers, who serve as the real lenders of last resort under 
the current system. Finally, by putting more of their own money 
to work in the real economy, and wasting less on compliance 
with regulatory diktats from Washington, electing banks will 
increase productivity in an economy that continues to suffer 
through the slowest economic recovery in the post-World War II 
era.
    A less leveraged, less highly concentrated banking sector, 
combined with a simplified regulatory scheme and a repeal of 
Dodd-Frank's taxpayer bailout mechanisms, will produce a 
financial system that is far less susceptible to destabilizing 
panics than the system we had prior to 2008. Investors and 
creditors will allocate capital and price risk based upon the 
state of a firm's balance sheet and the strength of its 
management, not their assessment of the likelihood that its 
failure will prompt government intervention to protect those 
investors and creditors. The Financial CHOICE Act's solution is 
not to expunge all risk from the financial system and turn 
banks into functional utilities. Rather, it is to confront bank 
management, shareholders, and creditors with the full 
consequences of their decisions (both good and bad), to ensure 
that the market rewards both effective risk management and 
prudent risk-taking, and to make good on Dodd-Frank's broken 
promise to taxpayers that they will never again be asked to 
pick up the tab for mistakes made on Wall Street or in 
Washington.

   TITLE VII--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

    Title X of the Dodd-Frank Act established the Bureau of 
Consumer Financial Protection for the purpose of implementing 
and enforcing federal consumer financial law while ensuring 
that consumers have access to financial products and services, 
and warranting fair, transparent, and competitive markets for 
such services and products. Under the Dodd-Frank Act, the 
Bureau can issue rules, examine certain institutions, and 
enforce consumer protection laws and regulations. The Consumer 
Financial Protection Bureau is not accountable to Congress or 
the American people. The Bureau's policies often harm consumers 
or exceed its legal authority because the Bureau is not subject 
to checks and balances that apply to other regulatory agencies. 
The Bureau symbolizes a paternalistic approach to consumer 
protection that empowers bureaucrats while denying consumers 
access to financial products and services they want and need. 
The Financial CHOICE Act will increase accountability by 
changing the Bureau's governance and funding mechanism, and 
promote real consumer protection by putting power where it 
belongs: in the hands of consumers, not Washington bureaucrats.
    The Financial CHOICE Act remedies the defects in the 
Bureau's design in a number of ways, providing accountability 
to Congress and ensuring that the Bureau will benefit--rather 
than harm--consumers. The Act begins by renaming the Bureau to 
reflect its mission of protecting consumer opportunity: the 
Consumer Law Enforcement Agency (CLEA). The Financial CHOICE 
Act provides accountability to the Agency's Director by making 
him or her removable by the President at will, and brings the 
Agency's structure into conformity with the Constitution. The 
Act additionally subjects the agency to the congressional 
appropriations process, providing oversight and accountability.
    The Financial CHOICE Act reforms the Agency's statutory 
mandate to ensure that it takes into account, and seeks to 
promote, robust market competition, while it simultaneously 
refocuses the Bureau on its responsibility to conduct robust 
and effective civil enforcement of consumer protection 
statutes. By restructuring the Agency as a civil enforcement 
agency, the Act ensures the Agency has the same effective tools 
to enforce the consumer protection statutes as those the 
Federal Trade Commission has successfully utilized for decades.
    The Financial CHOICE Act also provides courts with enhanced 
authority to correct any erroneous interpretation made by the 
Agency of its own legal authority. It requires that the Bureau 
complete comprehensive cost-benefit analysis before adopting 
regulations, and affords Congress the opportunity to approve 
significant Agency regulations before they take effect. It 
repeals the CFPB's standard-less authority to deny consumers 
access to any financial product and service it declares 
``unfair, deceptive, or abusive.'' And, the CHOICE Act removes 
the Agency's ability to make rules that unilaterally expand its 
own authority to regulate markets Congress did not expressly 
authorize.
    Effective consumer protection requires policing markets for 
fraud and deception while promoting competition and choice 
among financial products and services, ultimately advancing the 
goal of financial inclusion. By creating checks-and-balances 
for the Agency's operations, the Financial CHOICE Act achieves 
these goals and shields consumers from further harm under Dodd-
Frank's command-and-control economy.
    The Durbin Amendment, which was inserted into the Dodd-
Frank Act without adequate congressional deliberation, is a 
price-fixing scheme that picks winners and losers in the 
marketplace. When a customer uses a credit or debit card to pay 
for goods or services at a merchant, the merchant's bank pays 
the customer's bank an ``interchange fee'' for purchases that 
use a card network such as Visa and MasterCard. These fees are 
set by the credit card networks, and are the biggest part of 
the fees that merchants pay for the privilege of accepting 
credit cards. Interchange fees have a complex pricing 
structure, and those fees are set according to the card brand, 
the type of credit or debit card, the type and size of the 
accepting merchant, and the type of transaction. Interchange 
fees are typically a flat fee plus a percentage of the total 
purchase price.
    Many large retail ``big box'' merchants can negotiate the 
fees they pay because they control large transaction volumes; 
other merchants refuse to accept credit cards to avoid paying 
the fees; still other merchants believe they cannot refuse to 
accept the major network-branded cards, because they are 
ubiquitous and preferred by their customers. Merchants have 
complained that the interchange fees they pay are set at levels 
that are far higher than the banks' costs for processing these 
transactions. Merchants claim that if fees were set at 
competitive rates, consumers would benefit from lower prices.
    The banking industry counters that consumers do not benefit 
from lower interchange fees, both because merchants do not pass 
savings on to consumers in the form of lower prices and because 
bank profits from interchange fees subsidize the costs--and 
thereby lower the prices--of other financial products and 
services that consumers rely upon. Capping interchange fees 
thus forces banks to raise prices for other goods and services 
and restrict choices for bank customers.
    Overall, the Durbin Amendment has resulted in the 
elimination of free checking accounts at banks, pushing 
vulnerable Americans out of the mainstream banking system, 
while providing no discernible benefit to retail consumers. The 
Durbin amendment has had the effect on debit card pricing that 
its proponents intended. According to the Federal Reserve, the 
average interchange fee for covered issuers per debit card 
transaction was 24 cents in the fourth quarter of 2011, 
immediately after the adoption of the restrictions, which is a 
45 percent decrease from 2009, when the average interchange fee 
was 43 cents. This amounts to a government-mandated wealth 
transfer, and the evidence strongly suggests that financial 
products and services have become less available and more 
expensive as a result.
    A January 2014 Moebs Services survey of 2,890 financial 
institutions, including large and small banks and credit 
unions, found that ``overall, about 41% of U.S. financial 
institutions aren't offering unconditional free checking 
accounts this year [2014], up eight percentage points from a 
year earlier [2013].'' A Wall Street Journal report on the 
survey noted that ``the last time free checking was harder to 
come by was in 2002,'' and ``the trend marks the steepest 
annual drop in the percentage of banks and other financial 
institutions offering free checking since 2010, and follows a 
trend of less-generous deposit accounts since the recession.'' 
The article also cited the imposition of higher minimum balance 
requirements and new account maintenance fees at several large 
U.S. banks.
    Additionally, before Dodd-Frank became law, just over 75 
percent of banks offered free checking. By 2015, just 37 
percent of banks offered free checking. Research finds that the 
Durbin Amendment has contributed to this drop, as well as a 165 
percent increase in the average minimum balance for noninterest 
checking accounts, which along with other Durbin-related fee 
increases, has driven up the number of unbanked Americans. An 
October 2014 report in The Economist cited estimates that the 
Durbin Amendment has resulted ``in the transfer of between $1 
billion and $3 billion annually from poor households to big 
retailers and their shareholders.''
    Also worth noting is an October 23, 2013, University of 
Chicago working paper entitled ``The Impact of the U.S. Debit 
Card Interchange Fee Regulation on Consumer Welfare: An Event 
Study Analysis.'' The paper questions whether consumers gained 
more from cost savings passed on by merchants, in the form of 
higher prices and better services, than they lost from cost 
increases passed on by banks, in the form of higher prices or 
less services. The authors concluded that ``consumers lost more 
on the bank side than they gained on the merchant side. Our 
estimate is that, based on the expectations of investors, the 
present discounted value of the losses for consumers as a 
result of the implementation of the Durbin Amendment is between 
$22 and $25 billion.''
    The Financial CHOICE Act would repeal the Durbin amendment, 
and thereby bring an end to a misguided government experiment 
in price-fixing that has done consumers more harm than good. It 
is time for Congress to get out of the business of rationing 
consumer access to the mainstream banking system.

                TITLE VIII--CAPITAL MARKETS IMPROVEMENTS

    Title IX of the Dodd-Frank Act is an almost perfect 
embodiment of the adage coined by former Obama chief of staff 
Rahm Emanuel in the early days of the Administration: ``Never 
let a good crisis go to waste.'' It consists of a grab bag of 
items culled from the wish list of congressional Democrats and 
their political allies that in most instances have nothing to 
do with addressing the causes of the financial crisis. The 
Dodd-Frank Act represented a missed opportunity to streamline 
and rationalize the SEC's balkanized and overly bureaucratic 
structure. The Financial CHOICE Act includes organizational 
changes and other reforms of the SEC that will make for a more 
nimble, less sclerotic agency better-suited to fulfilling its 
statutory mission.
    Driven by a belief that the financial crisis resulted from 
a lack of regulation, the drafters of the Dodd-Frank Act 
promised that by increasing government oversight and control 
over the economy to an unprecedented degree, they would head 
off future financial crises. This ``command-and-control'' 
philosophy is evidenced by numerous mandates included in Title 
IX of the Act, which empowered the SEC to promulgate an array 
of new federal regulations that had little or nothing to with 
the financial crisis. Title IX contains ten subtitles and more 
than 100 provisions on topics that range from investor 
protection, civil enforcement remedies and penalties, fiduciary 
duty, securities arbitration, the SEC's operations/structure/
funding/authority, corporate governance, whistleblowers, 
compensation practices, credit rating agencies, asset-backed 
securities and risk retention, the Sarbanes-Oxley Act and the 
PCAOB, municipal securities, municipal advisers, and the 
Municipal Securities Rulemaking Board and the powers and 
authorities of Inspectors General. The Financial CHOICE Act 
repeals the most egregious examples of government overreach in 
Title IX, modifies several other provisions, and leaves others 
intact.
    The Financial CHOICE Act also repeals the DOL's fiduciary 
rule and requires the SEC, before promulgating any such rule, 
to report to the House Committee on Financial Services and the 
Senate Committee on Banking, Housing, and Urban Affairs on 
whether (i) retail customers are being harmed because broker-
dealers are held to a different standard of conduct from that 
of investment advisers; (ii) alternative remedies will reduce 
any confusion and harm to retail investors due to the different 
standard of conduct; (iii) adoption of a uniform fiduciary 
standard would adversely impact the commissions of broker-
dealers or the availability of certain financial products and 
transactions; and (iv) the adoption of a uniform fiduciary 
standard would adversely impact retail investors' access to 
personalized and cost-effective investment advice or 
recommendations about securities. Additionally, the SEC's chief 
economist is required to support any conclusion in the report 
with economic analysis. Finally, it requires the DOL, if it 
promulgates a fiduciary rule under the Employee Retirement 
Income Security Act, to substantially conform it to the SEC's 
standards.
    Another Dodd-Frank Act provision that holds the potential 
for investor harm is Section 921, which authorized the SEC to 
prohibit or restrict the use of pre-dispute arbitration if it 
found it to be in the public interest and necessary for the 
protection of investors. While the SEC has not taken any action 
under Section 921, using this authority to eliminate 
arbitration would harm--rather than protect--investors. Such 
regulatory attempts to prohibit or restrict arbitration would 
likely leave investors worse off, while significantly 
benefitting trial lawyers who stand to gain from increased 
litigation and class action lawsuits. Therefore, the Financial 
CHOICE Act eliminates the SEC's authority to prohibit or 
restrict arbitration agreements.
    Many post mortems of the financial crisis posit that a 
perceived misalignment of incentives in the originate-to-
distribute model led to the proliferation of poorly 
underwritten mortgages, which triggered the housing market 
collapse. But the mulita-trillion dollar asset-backed 
securities (ABS) market is much broader than residential 
mortgages, covering securities backed by everything from auto 
loans, business loans, credit cards, and equipment leases to 
commercial real estate. Many of these instruments performed 
well during the crisis, while others did not. Unfortunately, 
the Dodd-Frank Act essentially treats all of these categories 
of ABS as subprime residential mortgages. By failing to 
differentiate among types of borrowers, collateral, maturities, 
and investors, Dodd-Frank's ``one size fits all'' approach 
hampers market efficiency and harms those borrowers that rely 
on the ABS market.
    Ultimately, the Dodd-Frank Act will increase costs for the 
businesses and consumers that rely on the ABS market for 
credit. For instance, a business that takes out a loan that 
becomes part of a collateralized loan obligation (CLO) will 
find it more difficult and costly to refinance or roll over 
that loan if the CLO market shrinks because the Dodd-Frank 
Act's risk retention requirements reduces market capacity. In 
fact, CLO issuance declined over 20 percent once CLOs were 
required to comply with risk retention. To avoid that result, 
the Financial CHOICE Act eliminates the risk retention 
requirements for asset-backed securities other than residential 
mortgages.
    Another Republican proposal that was ultimately 
incorporated in the Dodd-Frank Act is Section 989G, which made 
permanent the exemption for non-accelerated filers to comply 
with an outside auditor's attestation of a company's internal 
financial controls mandated by Section 404(b) of the Sarbanes-
Oxley Act. However, the arbitrary threshold of $75 million in 
market capitalization still captures thousands of small 
companies grappling with the burdensome costs of 404(b) 
compliance. A 2011 SEC study found that Section 404(b) 
compliance can cost over $1 million annually, a staggering sum 
for a start-up or other small business that has not yet begun 
generating meaningful revenues. The Financial CHOICE Act 
increases the exemption to issuers with a market capitalization 
of up to $500 million and extends the exemption to depository 
institutions with less than $1 billion in assets.
    Other provisions of Title IX of the Dodd-Frank Act 
represent a broad expansion of the federal government's reach 
into the corporate boardroom, including on corporate governance 
matters that have traditionally been the province of state law. 
Nowhere is this interventionist approach on greater display 
than in the area of executive compensation. Popular outrage 
over instances of lavish pay packages for Wall Street traders 
whose bad bets helped spark the financial crisis provided the 
impetus for broad new government mandates that may have made 
for good politics, but have resulted in highly questionable 
public policy. Two of the most misguided Dodd-Frank 
provisions--relating to incentive-based compensation and pay 
ratio disclosures--are repealed by the Financial CHOICE Act.
    The Financial CHOICE Act also will modernize, and right 
size, the federal government's role in shareholder proposals 
with an emphasis on allowing corporate boards to responsibly 
guide the companies focused on maximizing shareholder value. 
Specifically, it will remove the dollar threshold, leaving in 
place a percentage of ownership threshold and extending the 
holding period to three years. This critical modernization of 
the SEC rule will ensure that shareholders with sufficient 
``skin in the game,'' and interest in the long-term value of 
the company have access to the corporate proxy, and eliminate 
the ability for gadflies to abuse the system. Additionally, it 
will update the resubmission thresholds consistent with the 
SEC's 1997 proposal.
    Additionally, Title XV of the Dodd-Frank Act imposes a 
number of overly burdensome disclosure requirements related to 
conflict minerals, extractive industries, and mine safety that 
bare no rational relationship to the SEC's statutory mission to 
protect investors, maintain fair, orderly, and efficient 
markets, and promote capital formation. The Financial CHOICE 
Act repeals those requirements. There is overwhelming evidence 
that Dodd-Frank's conflict minerals disclosure requirement has 
done far more harm than good to its intended beneficiaries--the 
citizens of the Democratic Republic of Congo and neighboring 
Central African countries. Former SEC Chair Mary Jo White, an 
Obama appointee, has conceded the Commission is not the 
appropriate agency to carry out humanitarian policy. The 
provisions of Title XV of the Dodd-Frank Act are a prime 
example of the increasing use of the federal securities laws as 
a cudgel to force public companies to disclose extraneous 
political, social, and environmental matters in their periodic 
filings. That core mission of the SEC is to protect investors, 
maintain fair, orderly, and efficient markets, and facilitate 
capital formation. The politically motivated provisions in the 
Title XV ``Miscellaneous'' do nothing to fulfill the SEC's 
statutory mandate. The Financial CHOICE Act repeals these 
harmful and counterproductive provisions of the Dodd-Frank Act 
that are ``more directed at exerting societal pressure on 
companies to change behavior, rather than to disclose 
information that primarily informs investment decisions.'' 
Although private equity funds did not cause nor contribute to 
the financial crisis, Dodd-Frank imposes burdensome 
requirements on advisers to private equity funds, which 
unnecessarily punishes their investors and impedes job 
creation. Title IV of the Dodd-Frank Act requires the SEC to 
expend scarce resources on the protection of sophisticated 
institutional investors and wealthy individual investors that 
would be better utilized protecting the millions of retail 
investors of more modest means who have a far greater need for 
the SEC's assistance. The Financial CHOICE Act amends Title IV 
of the Dodd-Frank Act to enhance funding opportunities for 
start-up companies and other job creators, and to focus 
government resources on protecting mom-and-pop investors 
instead of the wealthiest Americans.
    Title IV of the Dodd-Frank Act also directed the SEC to 
adjust the standard for calculating the net worth of an 
accredited investor who is a natural person by excluding the 
value of the investor's primary residence from the calculation, 
and requiring the Commission to engage in a quadrennial review 
of the standard to determine whether it should be further 
adjusted. Private placement offerings are a key source of 
equity capital for many small and emerging companies that 
generate a disproportionate share of the new jobs in our 
economy. Because such offerings are generally available only to 
accredited and other sophisticated investors, it is essential 
that the SEC not overly restrict the pool of accredited 
investors.
    By expanding the definition of accredited investor to 
include sophisticated individuals who do not otherwise satisfy 
the net worth test, the Financial CHOICE Act seeks to promote 
capital formation and extend investment opportunity beyond a 
narrow class of wealthy Americans. The legislation is premised 
upon a belief that individual investors who have the risk 
appetite and ability to understand a private offering should be 
able to invest in it--the government should not limit the 
options of individual investors to only those the government 
deems worthy based on their income and net worth.
    Finally, the Financial CHOICE Act seeks to modernize 
aspects of the SEC's enforcement program to ensure that the 
Commission upholds important due process protections while 
vigorously enforcing the federal securities laws. The SEC 
possesses a wide array of enforcement tools to supplement and 
effectuate its penalty authority. However, there have been 
increasing concerns regarding the SEC's use of this authority 
in its enforcement of the federal securities laws.
    Over the past seven years, the SEC has increasingly turned 
to its own ALJs--rather than the federal courts--to adjudicate 
enforcement actions. This shift from litigation in federal 
court to administrative proceedings occurred largely as a 
result of Section 929P of the Dodd-Frank Act, which expanded 
the SEC's authority to obtain civil penalties in administrative 
proceedings against any person or entity. SEC administrative 
proceedings are quasi-judicial proceedings in which ALJs 
appointed by the SEC adjudicate enforcement actions under SEC 
rules. While the SEC has publicly supported administrative 
proceedings as a more efficient way to resolve enforcement 
matters, critics have noted that administrative proceedings 
confer several advantages on the SEC and may deprive defendants 
of their due process rights.
    The SEC's ``home court'' advantage in administrative 
proceedings has been manifest in its win-loss record compared 
to cases it brings in the federal courts. During FY 2014, the 
SEC's Enforcement Division won all six of its litigated 
administrative proceedings, compared to only 11 of its 18 cases 
brought in federal court. The Enforcement Division's broad 
prosecutorial discretion, coupled with Section 929P's enhanced 
authority to obtain penalties in administrative proceedings, 
has created a strong incentive for the SEC to bring cases in an 
administrative forum that have historically been brought in the 
federal courts instead. SEC Acting Chairman Michael Piwowar 
observed in a 2015 speech that the Enforcement Division's 
avoidance of federal court ``has the appearance of the 
Commission looking to improve its chances of success by moving 
cases to its in-house administrative system.''
    In December 2016, the U.S. Court of Appeals for the Tenth 
Circuit dealt the SEC's in-house tribunals a serious blow, 
ruling that the SEC's process for hiring ALJs violates the 
Appointments Clause of the U.S. Constitution, because the 
judges are ``inferior officers'' within the meaning of that 
clause and must therefore be appointed directly by the SEC 
Commissioners. The Tenth Circuit's opinion conflicts with an 
earlier decision by the U.S. Court of Appeals for the D.C. 
Circuit. In August 2016 the D.C. Circuit held that ALJs need 
not be appointed directly because their decisions are 
reviewable by the SEC Commissioners.
    The SEC's recent penchant for imposing civil penalties on 
corporations that violate the federal securities laws instead 
of bringing enforcement actions against individual offenders 
also has raised concerns among SEC commissioners and other 
commentators that innocent shareholders are being penalized 
while the culpable corporate officers escape liability. As a 
result of this policy, even though the SEC is collecting larger 
penalties from public companies, those penalties may not be 
having the intended effect. Corporate employees tempted to cut 
legal corners or engage in malfeasance will think twice if they 
know they are likely to pay a price for their wrongdoing. If it 
is far more likely that the costs will instead be imposed on 
the company or its shareholders, that deterrent effect is 
undermined.
    Critics also have noted that the Enforcement Division has 
broad discretion to set the amount of civil penalties and that 
there are no binding rules or guidelines requiring the SEC to 
consider the best interests of shareholders in deciding whether 
to approve a civil penalty proposed by the Division. At the 
2015 edition of the ``SEC Speaks'' conference, Commissioner 
Piwowar commented that the imposition of corporate penalties 
and the issuance of waivers ``would benefit from the consistent 
application of public stated guidelines or factors.''
    Yet there are circumstances in which civil money penalties 
against corporations are clearly warranted. For example, 
penalties against regulated entities (which submit to 
substantive and comprehensive regulation by the SEC) or 
corporations where the shareholders receive a direct benefit 
from the fraud (for example, bribery of a foreign official to 
secure lucrative business in violation of the Foreign Corrupt 
Practices Act) may deter and punish fraudulent conduct without 
further harming shareholders.
    Another concern is the SEC's system for automatic 
disqualifications, in which individuals and other entities 
found to have committed certain bad acts, or deemed to have 
done so through the operation of a legal settlement with the 
federal government, are barred from engaging in certain 
activities or from relying on exemptions that otherwise would 
be available to them. The SEC has the discretion to waive the 
disqualification based in its review of the facts and 
circumstances. While this may seem like a reasonable approach, 
it has resulted in a system that often conflates the 
disqualifications with the SEC's current remedial and punitive 
enforcement authorities, which was not Congress's original 
intent in establishing the enhanced enforcement authorities. 
These disqualifications were never meant to be enforcement 
enhancements and even SEC Chair Mary Jo White has acknowledged 
that the actions subject to automatic disqualifications ``very 
often involve a relatively limited number of a firm's employees 
or a specific business line, and [are] wholly unrelated to the 
activities that would be the subject of the disqualification.'' 
When the actions of individuals, corporations, or other 
entities warrant putting them out of business to protect 
investors, the SEC has sufficient authority to do so.
    Finally, there has been increasing concern with the SEC's 
growing practice of ``rulemaking by enforcement.'' In 
settlements, the Enforcement Division has mandated that 
settling defendants agree to ``undertakings,'' or remedial 
measures. These ``undertakings'' effectively have the force of 
new regulations because they put other market participants on 
notice that similar activities, even if not inconsistent with 
current regulations, could result in SEC enforcement actions. 
These undertakings essentially amount to new compliance 
obligations imposed on corporations and individuals outside of 
the predictable regulatory process and the mandates of the 
Administrative Procedure Act, including the right of public 
notice and comment. As a result, rulemaking by enforcement has 
the potential to create greater uncertainty for market 
participants and deprive companies and individuals of essential 
due process protections.
    These issues and others related to the SEC's sprawling 
enforcement program raise a number of important questions--not 
all of which can be resolved within the scope of the Financial 
CHOICE Act. In the past, the SEC has taken it upon itself to 
engage in a review of its policies and procedures. In 1972, 
then-SEC Chairman William Casey announced the creation of an 
advisory committee to ``review and evaluate the Commission's 
enforcement policies and practices and to make such 
recommendations as they deemed appropriate.'' While the 
official name of the committee was the ``Advisory Committee on 
Enforcement and Practices,'' but it is best known as the 
``Wells Committee,'' after its chairman, John Wells.
    It has been 45 years since the Wells Committee engaged in a 
holistic review of the SEC's enforcement program and the 
significant changes--in terms of the SEC's mission, its 
authorities, and the markets and its participants--necessitate 
another introspective to modernize the SEC's Enforcement 
program and policies. The Financial CHOICE Act will require 
that the SEC Chairman convene a new Committee, with the same 
mission as the original Wells Committee, to holistically review 
the Enforcement program to ensure it comports with both with 
the SEC's mission to protect investors, maintain fair, orderly, 
and efficient markets, and facilitate capital formation and our 
constitutional due process rights.
    Overall, Republicans support the vigorous enforcement of 
the federal securities laws and believe that the SEC must have 
the tools it needs to deter and punish wrongdoing and, whenever 
possible, to make defrauded investors whole. But the SEC must 
strike the right balance between deterring and punishing 
securities fraud and protecting shareholders ultimately 
responsible for paying large civil penalties for violations 
they did not commit and that may further harm a public company.
    To help the SEC and the Enforcement Division strike this 
balance, the Financial CHOICE Act requires the SEC to implement 
policies consistent with the principles of predictability, 
fairness, and transparency. For example, to better protect 
innocent shareholders from further monetary harm, the 
legislation requires the SEC, when issuing a civil penalty 
against an issuer, to include findings, supported by the SEC 
Chief Economist, whether the alleged violations resulted in 
direct economic benefit to the issuer and the penalties do not 
harm the issuer's shareholders.
    The Financial CHOICE Act addresses constitutional concerns 
with the SEC's enforcement program by giving respondents in SEC 
administrative proceedings the right to remove their 
enforcement action to federal court to ensure that the 
respondents' due process rights are protected. It also requires 
the SEC to allow respondents to appear before the Commission 
prior to the initiation of a formal enforcement action, and 
establishes an Enforcement Ombudsman to review complaints about 
the Enforcement program. Further, the SEC will be required to 
approve and publish an Enforcement Manual to ensure 
transparency and uniform application of its procedures. It 
comports certain private claims under the Investment Company 
Act with prior securities litigation reform efforts. Finally, 
the Financial CHOICE Act eliminates the system of automatic 
disqualifications and makes such disqualifications subject to 
the Commission's discretion, thereby ensuring that the worst 
offenders can be barred from certain business activities and, 
if necessary, the industry.
    Finally, the Financial CHOICE Act brings additionally 
accountability to the Public Company Accounting Oversight Board 
(PCAOB). ``Sunlight is said to be the best of disinfectants,'' 
wrote U.S. Supreme Court Justice Louis Brandeis in 1913. But in 
creating the PCAOB, Congress did not adhere to Justice 
Brandeis's famous axiom. The Sarbanes-Oxley Act omits Congress 
from the class of entities that can receive confidential 
information from the PCAOB, which creates statutory ambiguity 
and could allow the PCAOB to deny congressional requests for 
information. To ensure that the PCAOB follows its 
congressionally mandated mission, Congress must have full and 
complete access to PCAOB documents. The Financial CHOICE Act 
will ensure that the PCAOB cannot deny Congress access to 
information.

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

    Section 619 of the Dodd-Frank Act--popularly known as the 
``Volcker Rule'' after its chief proponent, former Federal 
Reserve Chairman Paul Volcker--prohibits U.S. bank holding 
companies and their affiliates from engaging in ``proprietary 
trading'' and from sponsoring hedge funds and private equity 
funds. Chairman Volcker has argued that such activities should 
not be conducted by firms that benefit from a federal safety 
net, such as deposit insurance or access to the Federal 
Reserve's discount window. From its inception, the Volcker Rule 
has been a solution in search of a problem--it seeks to address 
activities that had nothing to do with the financial crisis, 
and its practical effect has been to undermine financial 
stability rather than preserve it.
    The Volcker Rule does not address any of the problems that 
led to the financial crisis, and it has significantly harmed 
the economy and inhibited economic growth. Former Obama 
Treasury Secretary Tim Geithner put it bluntly: ``if you look 
at this crisis . . . most of the losses that were material for 
both the weak and strong institutions did not come from those 
[proprietary trading] activities. They came overwhelmingly from 
what I think you can fairly describe as classic extensions of 
credit.'' Even Paul Volcker himself has admitted that 
proprietary trading did not lead to the crisis: ``proprietary 
trading in commercial banks . . . was not central to the 
crisis.'' Not only is the Volcker Rule completely irrelevant to 
the problem of financial stability--it is also affirmatively 
harmful. It weakens banks because it deprives them of a 
profitable business line stream that helps them diversify their 
revenue streams and better manage their risks. As banking 
experts Charles Calomiris, Robert Eisenbeis and Robert Litan 
put it, ``to the extent that [proprietary] trading has been 
profitable for banks, denying them the ability to pursue it 
could detract from their safety and soundness.'' In other 
words, the Volcker Rule doesn't make the financial system safer 
or stronger--it makes it riskier and more fragile.
    The Volcker Rule also dries up much needed liquidity in the 
financial markets. As researchers at the New York Federal 
Reserve discovered, ``Our results show that bond liquidity 
deterioration around rating downgrades has worsened following 
the implementation of the Volcker Rule . . . [W]e find that the 
relative deterioration in liquidity around these stress events 
is as high during the post-Volcker period as during the 
Financial Crisis. Given how badly liquidity deteriorated during 
the financial crisis, this finding suggests that the Volcker 
Rule may have serious consequences for corporate bond market 
functioning in stress times.'' By drying up liquidity from the 
corporate bond market, the Volcker Rule has made the financial 
system more fragile. It has also made it harder for businesses 
to borrow, it has lowered investment returns for households 
saving for retirement and their children's education. And it 
has inhibited economic growth by constraining market-making 
activity.
    There is further anecdotal evidence from regulators and 
market participants about the negative impacts of the Volcker 
Rule. Federal Reserve Governor Jerome Powell bluntly assessed 
the effect of the Volcker Rule in this way: ``the Volcker Rule 
. . . [has] discouraged banks from holding and making markets 
in [corporate] debt.'' His conclusion: the Volcker Rule has 
resulted in ``tremendous expense and quite marginal benefit.'' 
He urged Congress to ``take another look'' at the Volcker Rule.
    Former Federal Reserve Governor Jeremy Stein was equally 
candid about the Volcker Rule's failure: ``There are reasons to 
be skeptical about the usefulness of the Volcker Rule. By 
discouraging ``speculation'' at broker-dealer banks, the rule 
may dissuade dealers from providing liquidity during a market 
correction. Most fundamentally, market-making and proprietary 
trading are almost impossible to distinguish in practice, 
making the rule difficult to enforce, while at the same time 
creating large compliance and supervisory costs. . . Thus, on 
balance, we believe that the Volcker Rule should be repealed.''
    In his farewell remarks, former Federal Reserve Governor 
Daniel Tarullo also found the Volcker Rule's meager benefits 
were not justified by its costs: ``the Volcker rule is too 
complicated. Achieving compliance under the current approach 
would consume too many supervisory, as well as bank, resources 
relative to the implementation and oversight of other 
prudential standards. And although the evidence is still more 
anecdotal than systematic, it may be having a deleterious 
effect on market making, particularly for some less liquid 
issues.''
    And Tobias Adrian, the former senior vice president of the 
New York Federal Reserve and now Director of the Monetary IMF's 
Monetary and Capital Markets Department offered this scathing 
assessment of the Volcker Rule: ``It is a rule that's very 
difficult to enforce, because it's very difficult to 
distinguish between what are proprietary trades and what are 
client trades. So it's not clear how effective it is. . . . 
[R]egulations [can] make the system safer. But they can also 
impact the ability of institutions to supply credit, to make 
markets, and that trade-off has to be carefully considered.''
    It is long past time for Congress to ``carefully consider'' 
the trade-off between the benefits that Volcker Rule offers and 
the costs that it imposes. The benefits are few and the costs 
are enormous. The Volcker Rule will increase borrowing costs 
for businesses, lower investment returns for households, and 
reduce economic activity overall because it constrains market-
making activity and has already reduced liquidity in key fixed-
income markets, including the corporate bond market. The 
Financial CHOICE Act's repeal of the Volcker Rule will promote 
more resilient capital markets and a more stable financial 
system.

            TITLE X--FED OVERSIGHT REFORM AND MODERNIZATION

    Dodd-Frank rewarded government bureaucrats who were 
arguably most responsible for the financial crisis--the Federal 
Reserve--with expansive new regulatory powers, lending credence 
to the adage that at least in Washington, nothing succeeds like 
failure. By amassing a $4.5 trillion balance sheet and stepping 
well outside the bound of monetary policy to engage as a fiscal 
principal in the most political of credit markets, the Fed 
erased the line between fiscal and monetary policy, and in 
doing so has undermined the important political independence of 
monetary policy.
    A transparent and reliable monetary policy strategy would 
enhance congressional oversight--and therefore public 
accountability--of the Federal Reserve, helping to demystify an 
institution that wields enormous influence over the lives of 
every American but about which most Americans know very little.
    Monetary policy works best when the Federal Reserve can 
make credible commitments to the public about its future 
course. Requiring the Federal Reserve to systematically explain 
differences between actual policy decisions and prescriptions 
from well-known benchmarks can help households and markets set 
better expectations about the future path of monetary policy, 
and thus make better economic decisions in the present. 
Accordingly, the Financial CHOICE Act seeks to improve how the 
Fed communicates monetary policy, by requiring it to choose a 
monetary policy strategy, and explain to the American people 
how its chosen course compares to a reference policy rule. 
Importantly, it is the Federal Reserve that selects the policy 
inputs that go into the formulation of its strategy, and the 
Fed retains the power to change or depart from its chosen 
strategy whenever it determines that economic circumstances 
warrant. The requirement is simply for a more clear 
communication of policy and not for any particular policy.
    By promoting a monetary policy strategy that is both more 
principled and transparent, the Financial CHOICE Act finally 
provides a framework for monetary policy to do what it can (and 
only what it can) to fundamentally support a dynamic and 
growing economy for every American--that is, reliably produce 
clear price signals so that businesses and households can make 
better economic decisions. Leading academic and Fed economists, 
including several Nobel Laureates, support this important 
reform. However, while a decade of improvisational monetary 
policies consistently failed to deliver on the Fed's own 
benchmarks, Fed Chair Yellen continues to oppose this simple 
reform.
    While it is understandable that the Federal Reserve wishes 
to avoid greater public scrutiny of its conduct of monetary 
policy--which many observers have likened to performing 
financial alchemy--that is not how open democratic societies 
operate. At a time when the American people's distrust of 
government and cynicism about our public institutions has never 
been higher, asking the Federal Reserve to be accountable for 
its actions and operate with a modicum of transparency is most 
certainly not asking too much.
    Title X also imposes new limitations on the Federal 
Reserve's emergency lending authority under Section 13(3) of 
the Federal Reserve Act. During the financial crisis, the 
Federal Reserve resorted several times to its emergency lending 
authority under Section 13(3) of the Federal Reserve Act, which 
allows it to make emergency loans to ``any individual, 
partnership, or corporation'' under ``unusual and exigent 
circumstances,'' provided the borrower ``is unable to secure 
adequate credit accommodations from other banking 
institutions.''
    The Financial CHOICE Act incorporates a number of reforms 
to 13(3) that would significantly reduce the potential use of 
Section 13(3) as a bailout tool. The legislation would allow 
the Federal Reserve to invoke its emergency lending powers only 
upon a finding that ``unusual and exigent circumstances exist 
that pose a threat to the financial stability of the United 
States.'' This amendment raises the bar from the current 
trigger, which permits the Fed to utilize 13(3) in ``unusual 
and exigent circumstances,'' defined however the Fed sees fit. 
The bill also mandates that in addition to the current 
requirement that five of seven Fed Board Governors approve of a 
13(3) facility, nine of the twelve District Fed Bank Presidents 
must also approve--increasing the confidence and competence 
with which a lack of liquidity can be distinguished from a lack 
of solvency in times of panic. It limits eligible recipients of 
13(3) assistance to financial institutions, defined as those 
entities that derive 85 percent or more of their annual gross 
revenues from activities that are ``financial in nature.'' The 
Financial CHOICE Act also restricts the use of 13(3) to those 
instances that meet the specific criteria of Bagehot's Dictum, 
named after the noted British financial journalist Walter 
Bagehot, which stipulates that a central bank should lend 
freely in a financial crisis, but only to solvent borrowers, 
against good collateral, and at penalty rates.

   TITLE XI--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

    The Dodd-Frank Act made two notable changes to the role the 
federal government plays in the insurance industry. First, in 
Title V, the Dodd-Frank Act created a new Federal Insurance 
Office (FIO) within the Treasury Department to provide the 
federal government with information and expertise on insurance 
matters. Though by design FIO has no supervisory or regulatory 
authority, the Dodd-Frank Act charges the FIO with several 
mandates, including: (1) monitoring all aspects of the 
insurance industry; (2) recommending which insurance companies 
be designated for heightened prudential standards and 
supervision; (3) assisting in administering the Terrorism Risk 
Insurance Program; (4) coordinating federal involvement and 
policymaking on international insurance matters and in 
negotiations of international insurance agreements; and (5) 
consulting with state insurance regulators on matters of 
national or international importance. The Dodd-Frank Act also 
charged the FIO Director with producing several one-time and 
annual reports on matters relating to the insurance industry.
    The FIO Director is a non-voting member of the FSOC, the 
15-member inter-agency group comprising federal and state 
regulators and other financial regulatory experts that Dodd-
Frank charges with identifying risks to the financial stability 
of the United States and promoting market discipline. The Dodd-
Frank Act mandates that one of the FSOC's members--this one 
with voting powers--be an Independent Member with Insurance 
Expertise, with no other federal supervisory or regulatory 
duties. The Independent Member is the sole source of expertise 
among the FSOC's ten voting members.
    This fragmented approach--featuring one insurance 
bureaucrat who monitors the insurance industry, advises federal 
officials, and participates in international insurance 
negotiations but cannot vote on FSOC macroprudential matters, 
and another insurance bureaucrat who does vote on FSOC 
macroprudential matters but has no other substantive policy 
responsibilities--has proved unwieldy. In theory, on matters 
relating to an insurance company, other FSOC voting members 
might be expected to defer to the professional judgment of the 
FSOC's dedicated insurance expert in evaluating the potential 
systemic risk posed by an insurer. But in practice, the 
opposite has occurred. For example, when the FSOC voted in 2013 
to designate the insurance conglomerate Prudential Financial as 
``systemically important,'' the Independent Member with 
Insurance Expertise strongly dissented, but only one of the 
eight other voting members that day sided with him. This 
scenario repeated itself in the 2014 designation of MetLife, 
when the Independent Member with Insurance Expertise filed the 
lone dissent to the FSOC's determination.
    Similarly, FIO has been criticized by some for not using 
its position to champion the best interests of the U.S. 
domestic insurance industry in insurance matters and in 
negotiations of international insurance agreements. Other 
critics have lamented that FIO lacks a unified voice in 
speaking with state regulators on matters of national or 
international importance, further fragmenting our unique system 
of domestic insurance regulation.
    To address these overlapping and conflicting authorities, 
the Financial CHOICE Act consolidates the federal insurance 
bureaucracy by merging and reforming FIO and the Independent 
Member with Insurance Expertise into one unified Independent 
Insurance Advocate (IIA). Appointed by the President, subject 
to the advice and consent of the Senate, for a six-year term, 
the IIA will be housed as an independent Office of the 
Independent Insurance Advocate within the Treasury Department.
    The IIA will replace the Independent Member with Insurance 
Expertise as the voting FSOC member and will coordinate federal 
efforts on the prudential aspects of international insurance 
matters, including representing the U.S. in the International 
Association of Insurance Supervisors (IAIS) and assisting in 
the negotiations of covered agreements. Also the IIA will 
consult with state insurance regulators regarding insurance 
matters of national importance and prudential insurance matters 
of international importance and will assist Treasury in 
administering TRIA.
    To promote accountability and transparency in the new 
office, the IIA will be required to testify before Congress 
twice a year on the activities and objectives of the Office, 
any actions taken by the Office pursuant to covered agreements, 
the state of the insurance industry, and the scope of global 
insurance and reinsurance markets and the role such markets 
play in supporting insurance in the U.S.

                    TITLE XII--TECHNICAL CORRECTIONS

    Title XII makes numerous technical and grammatical changes 
to many of the titles of the Dodd-Frank Act and other statutes 
within the jurisdiction of the Committee on Financial Services.

                                Hearings

    The Committee on Financial Services held a hearing 
examining a discussion draft of H.R. 10 entitled ``A 
Legislative Proposal to Create Hope and Opportunity for 
Investors, Consumers, and Entrepreneurs'' on April 26 and April 
28, 2017. In addition to this hearing, the Committee and its 
subcommittees held a substantial number of hearings in the 
112th, 113th, 114th, and 115th Congresses that examined the 
impact and effect of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act and potential legislative alternatives.

                        Committee Consideration

    The Committee on Financial Services met in open session on 
May 2, 2017, May 3, 2017, and May 4, 2017, to consider H.R. 10. 
Sundry amendments were considered and adopted as described 
below. The Committee ordered H.R. 10 to be reported favorably 
to the House as amended by a recorded vote of 34 yeas to 26 
nays (recorded vote no. FC-57), 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. A 
question of consideration offered by Mr. Kildee was agreed to 
in the affirmative by a recorded vote of 29 yeas to 23 nays 
(FC-37). During consideration of the bill, Chairman Hensarling 
offered an amendment in the nature of a substitute. Amendments 
to the amendment in the nature of a substitute were disposed of 
as follows:
    Velazquez Amendment (no. 1a) was not agreed to by a 
recorded vote of 24 yeas to 32 nays (Recorded vote no. FC-38)
    Maloney Amendment (no. 1b) was not agreed to by a recorded 
vote of 24 yeas to 32 nays (Recorded vote no. FC-39)
    Scott Amendment (no. 1c) was not agreed to by a recorded 
vote of 24 yeas to 31 nays (Recorded vote no. FC-40)
    Kildee Amendment (no. 1d) was not agreed to by a recorded 
vote of 25 yeas to 32 nays (Recorded vote no. FC-41)
    Gottheimer Amendment (no. 1e) was not agreed to by a 
recorded vote of 25 yeas to 32 nays (Recorded vote no. FC-42)
    Kihuen Amendment (no. 1f) was not agreed to by a recorded 
vote of 25 yeas to 33 nays (Recorded vote no. FC-43)
    Lynch Amendment (no. 1g) was not agreed to by a recorded 
vote of 24 yeas to 34 nays (Recorded vote no. FC-44)
    Capuano Amendment (no. 1h) was not agreed to by a recorded 
vote of 26 yeas to 33 nays (Recorded vote no. FC-45)
    Perlmutter Amendment (no. 1i) was not agreed to by a 
recorded vote of 26 yeas to 32 nays (Recorded vote no. FC-46)
    Moore Amendment (no. 1j) was not agreed to by a recorded 
vote of 26 yeas to 32 nays (Recorded vote no. FC-47)
    Foster Amendment (no. 1k) was not agreed to by a recorded 
vote of 26 yeas to 33 nays (Recorded vote no. FC-48)
    Himes Amendment (no. 1l) was not agreed to by a recorded 
vote of 26 yeas to 33 nays (Recorded vote no. FC-49)
    Heck Amendment (no. 1m) was not agreed to by a recorded 
vote of 26 yeas to 33 nays (Recorded vote no. FC-50)
    Sherman Amendment (no. 1n) was not agreed to by a recorded 
vote of 26 yeas to 33 nays (Recorded vote no. FC-51)
    Meeks Amendment (no. 1o) was not agreed to by a recorded 
vote of 26 yeas to 33 nays (Recorded vote no. FC-52)
    Crist Amendment (no. 1p) was not agreed to by a recorded 
vote of 26 yeas to 33 nays (Recorded vote no. FC-53)
    Maloney Amendment (no. 1q) was not agreed to by a recorded 
vote of 26 yeas to 33 nays (Recorded vote no. FC-54)
    Maloney Amendment (no. 1r) was not agreed to by a recorded 
vote of 26 yeas to 33 nays (Recorded vote no. FC-55)
    Gottheimer Amendment (no. 1s) was not agreed to by a 
recorded vote of 26 yeas to 34 nays (Recorded vote no. FC-56).
    The amendment in the nature of a substitute was then 
adopted by voice vote. The bill as amended was ordered 
favorably reported to the House by a recorded vote of 34 yeas 
to 26 nays (Recorded vote no. FC-57), a quorum being present.


                      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. 10 
will, among other things, end taxpayer-funded bailouts of too-
big-to-fail financial institutions, reduce regulatory burdens 
on community financial institutions, lower costs and increase 
financial services for consumers, encourage new entrants into 
the market for financial services, improve the conduct of 
monetary policy, promote capital formation, and reform and 
reauthorize the Securities and Exchange Commission.

   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 adopts as its 
own the estimate of new budget authority, entitlement 
authority, or tax expenditures or revenues contained in the 
cost estimate prepared by the Director of the Congressional 
Budget Office pursuant to section 402 of the Congressional 
Budget Act of 1974.

                        Committee Cost Estimate

    The Committee adopts as its own the cost estimate prepared 
by the Director of the Congressional Budget Office pursuant to 
section 402 of the Congressional Budget Act of 1974.

                 Congressional Budget Office Estimates

    Pursuant to clause 3(c)(3) of rule XIII of the Rules of the 
House of Representatives, the following is the cost estimate 
provided by the Congressional Budget Office pursuant to section 
402 of the Congressional Budget Act of 1974:

                                     U.S. Congress,
                               Congressional Budget Office,
                                      Washington, DC, May 18, 2017.
Hon. Jeb Hensarling,
Chairman, Committee on Financial Services,
House of Representatives, Washington, DC.
    Dear Mr. Chairman: The Congressional Budget Office has 
prepared the enclosed cost estimate for H.R. 10, the Financial 
CHOICE Act of 2017.
    If you wish further details on this estimate, we will be 
pleased to provide them. The CBO staff contact is Sarah Puro, 
who can be reached at 226-2860.
            Sincerely,
                                                        Keith Hall.
    Enclosure.

H.R. 10--Financial CHOICE Act of 2017

    Summary: H.R. 10 would amend the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (Dodd-Frank Act) and other 
laws governing regulation of the financial industry. The bill 
also would repeal the Federal Deposit Insurance Corporation's 
(FDIC) authority to use the Orderly Liquidation Fund (OLF) and 
would allow financial institutions, under certain 
circumstances, to be exempt from a variety of regulations. H.R. 
10 would make numerous other changes to the authorities of the 
agencies that regulate the financial industry, and it would 
change how the operations of the National Credit Union 
Administration (NCUA) and Consumer Financial Protection Bureau 
(CFPB) are funded.
    CBO estimates that enacting the legislation would reduce 
federal deficits by $24.1 billion over the 2017-2027 period. 
Direct spending would be reduced by $30.1 billion, and revenues 
would be reduced by $5.9 billion. Most of the budgetary savings 
would come from eliminating the OLF and changing how the CFPB 
is funded.
    CBO also estimates that, over the 2017-2027 period, and 
assuming appropriation of the necessary amounts, implementing 
the bill would cost $1.8 billion.
    Those estimates are subject to considerable uncertainty, in 
part because they depend on the probability in any year that a 
systemically important firm will fail. That probability is 
small under both current law and under the legislation, but it 
is hard to predict. Despite those and other uncertainties, CBO 
has endeavored to develop estimates that are in the middle of 
the distribution of possible outcomes.
    Pay-as-you-go procedures apply because enacting the 
legislation would affect direct spending and revenues.
    CBO estimates that enacting the legislation would not 
increase net direct spending or on-budget deficits by more than 
$5 billion in any of the four consecutive 10-year periods 
beginning in 2028.
    H.R. 10 contains intergovernmental and private-sector 
mandates as defined in the Unfunded Mandates Reform Act (UMRA). 
CBO estimates the aggregate costs of the mandates on public 
entities would fall well below the annual threshold established 
in UMRA for intergovernmental mandates ($78 million in 2017, 
adjusted annually for inflation). However, in aggregate, CBO 
estimates the net cost of the mandates on private entities 
would exceed the annual threshold established in UMRA for 
private-sector mandates ($156 million in 2017, adjusted 
annually for inflation) in 2018 and 2019, primarily because of 
increases in fees and assessments.
    List of Acronyms: As a reference, these acronyms are used 
throughout this cost estimate:
           Commodity Futures Trading Commission (CFTC),
           Consumer Financial Protection Bureau (CFPB),
           Consumer Law Enforcement Agency (CLEA),
           Deposit Insurance Fund (DIF),
           Federal Deposit Insurance Corporation 
        (FDIC),
           Federal Financial Institutions Examination 
        Council (FFIEC),
           Federal Housing Finance Agency (FHFA),
           Federal Open Market Committee (FOMC),
           Financial Research Fund (FRF),
           Financial Stability Oversight Council 
        (FSOC),
           Government Accountability Office (GAO),
           Globally systemic important bank (G-SIB),
           National Credit Union Administration (NCUA),
           Office of Financial Research (OFR),
           Office of the Comptroller of the Currency 
        (OCC),
           Orderly Liquidation Fund (OLF),
           Securities and Exchange Commission (SEC),
           Share Insurance Fund (SIF),
           Supplementary Leverage Ratio (SLR), and
           Unfunded Mandates Reform Act (UMRA).
    Estimated Cost to the Federal Government: The estimated 
budgetary effect of H.R. 10 is shown in the upcoming table. The 
costs of this legislation fall within budget function 370 
(commerce and housing credit).

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 By fiscal year, in millions of dollars--
                                        --------------------------------------------------------------------------------------------------------------------------------------------------------
                                            2017        2018        2019        2020        2021        2022        2023       2024       2025       2026       2027     2017-2022    2017-2027
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                   NET INCREASES AND DECREASES (-) IN THE DEFICIT FROM CHANGES IN DIRECT SPENDING AND REVENUES
 
Eliminating the Orderly Liquidation               0        -700      -1,200      -1,750      -2,450      -1,850     -1,450     -1,300     -1,300     -1,250     -1,250       -7,950      -14,500
 Fund..................................
Allowing Capital Election and Making              0           0          30          40          40          40         40         30         20         30         30          150          300
 Other Changes to Financial Regulations
 a.....................................
Amending Responsibilities and                     0          35          60          65          40          50         45         30         35         35         25          250          420
 Operations............................
Modifying Agency Funding...............           0        -615        -865        -880        -910        -925       -950       -980     -1,005     -1,030     -1,055       -4,195       -9,215
Transferring Responsibilities and                 0           5         -65         -55         -60         -60        -60        -70        -65        -65        -65         -235         -560
 Eliminating Agencies..................
Penalties..............................           0          40          75         -60         -75         -90        -85        -90        -90        -90        -95         -110         -560
    Total Decrease in the Deficit......           0      -1,235      -1,965      -2,640      -3,415      -2,835     -2,460     -2,380     -2,405     -2,370     -2,410      -12,090      -24,115
 
                                                                 INCREASES OR DECREASES (-) IN SPENDING SUBJECT TO APPROPRIATION
 
SEC
    Net Authorization Level............           0         179         202         225         246         265          0          0          0          0          0        1,116        1,116
    Net Estimated Outlays..............          40        -174         191         214         235         254        397          0          0          0          0          719        1,116
CLEAb Authorization Level                         0         485           0           0           0           0          0          0          0          0          0          485          485
    Estimated Outlays..................           0         315         170           0           0           0          0          0          0          0          0          485          485
CFTC
    Estimated Authorization Level......           0          14          14          14          11          11         10          9          9          9          9           64          110
    Estimated Outlays..................           0          13          14          14          11          11          9          9          9          9          9           62          107
Other
    Net Estimated Authorization Level..           0           7           7           7           7           7          7          7          7          7          7           34           69
    Net Estimated Outlays..............           0           6           7           7           7           7          7          7          7          7          7           33           68
    Total Changes......................
        Net Estimated..................
        Authorization Level............           0         685         223         246         263         283         16         16         16         16         16        1,699        1,781
        Net Estimated Outlays..........           0         159         382         234         252         272        414         16         16         16         16        1,299        1,777
Memorandum: Components of the Net
 Increase in the Deficit
                                                                                  DECREASES IN DIRECT SPENDING
 
Total Changes in Direct Spending.......
    Estimated Budget Authority.........           0      -1,670      -2,165      -2,830      -3,680      -3,210     -3,035     -3,040     -3,175     -3,350     -3,485      -13,555      -29,640
    Estimated Outlays..................           0      -1,515      -2,260      -2,885      -3,745      -3,265     -3,090     -3,105     -3,240     -3,405     -3,550      -13,670      -30,060
 
                                                                                      DECREASES IN REVENUES
 
Total Changes in Revenues..............           0        -280        -295        -245        -330        -430       -630       -725       -835     -1,035     -1,140       -1,580       -5,945
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Source: Congressional Budget Office and the staff of the Joint Committee on Taxation.
Notes: Amounts may not sum to totals because of rounding; SEC = Securities and Exchange Commission, CLEA = Consumer Law Enforcement Agency, CFTC = Commodity Futures Trading Commission.
a The capital election would permit some banks to maintain a 10 percent leverage ratio and then be subject to reduced regulatory oversight.
b Under the bill the Consumer Financial Protection Bureau would be renamed CLEA. In addition, H.R. 10 would not authorize appropriations for the agency after 2018, but CBO estimates that its
  operations would cost about $5 billion over the 2019-2027 period, assuming appropriations were provided in those years that were equal to the amount authorized for 2018, adjusted for
  anticipated inflation.

    Basis of Estimate: For this estimate, CBO assumes that H.R. 
10 will be enacted late in 2017, that the specified and 
estimated amounts will be appropriated each year, and that 
outlays will follow historical spending patterns for the 
affected agencies.
    Changes in the Deficit From Changes in Direct Spending and 
Revenues: Many of the agencies that would be affected by the 
bill have both the authority to spend funds without annual 
appropriations (known as direct spending) and the authority to 
offset such spending with collections; some of those 
collections are classified as offsetting receipts, which are 
treated as reductions in direct spending, and the remainder are 
classified as revenues. Because proposed changes to the 
operations of those agencies would affect both direct spending 
and revenues, this estimate shows the budgetary effects of most 
provisions in terms of their net effect on the deficit.

Eliminating the Orderly Liquidation Fund

    Title I would repeal the FDIC's authority to use the OLF to 
resolve large, systemically important financial firms 
(including banks and nonbank firms) that become or are in 
danger of becoming insolvent, subject to certain conditions. 
CBO estimates that ending that authority would reduce deficits 
by $14.5 billion over the 2018-2027 period. That change 
reflects estimated reductions in both direct spending and 
revenues of $18.8 billion and $4.3 billion, respectively. The 
overall reduction incorporates an estimated increase in net 
costs to the FDIC's Deposit Insurance Fund of $1 billion to 
address failures of federally insured depositary institutions 
that would result from eliminating the OLF.
    The Orderly Liquidation Fund. Current law provides the FDIC 
with the authority and funding to address the failure--or 
possible failure--of large, systemically important banks and 
other financial firms. Use of that authority is contingent on 
certain conditions being met, including a finding by the 
Secretary of the Treasury that the bankruptcy process is not 
appropriate for resolving a firm's financial difficulties and 
that the firm's failure would threaten the stability of the 
nation's financial system.
    If the necessary conditions were met, the FDIC would be 
authorized under current law to borrow funds from the Treasury 
and implement alternative legal arrangements to resolve a 
firm's financial problems. The FDIC would be required to 
collect fees from other large financial firms to offset the 
cost of any losses resulting from those activities. The net 
outlays for any financial transactions stemming from the use of 
this authority would be recorded in the budget on a cash basis, 
and any income from fees would be recorded as revenues as the 
payments were received.
    Although the probability that the FDIC would have to 
liquidate a systemically important firm in any year is small, 
the potential associated cash flows would probably be large. On 
an expected-value basis, CBO estimates that the potential use 
of OLF authorities under current law will increase the deficit 
by $15.5 billion over the 2018-2027 period, reflecting net 
direct spending of $19.8 billion (which includes recoveries 
from the sale of assets) and revenues from fees of $4.3 billion 
(net of effects on income and payroll taxes). CBO estimates 
that repealing the authorities as specified in title I would 
reduce deficits by a corresponding amount.
    CBO's baseline projections reflect the estimated 
probability of various scenarios regarding the frequency and 
magnitude of systemic problems that could trigger spending by 
the OLF. Because future economic and financial events are 
inherently unpredictable, CBO assumes (on the basis of recent 
and historical trends) there is a chance of such an event in 
each of the 10 years of the projection period. The estimated 
effects on the deficit also account for differences in the 
timing between the expected values of spending by the OLF to 
resolve insolvent firms and assessments collected by the OLF to 
recover any costs. It might take several years, for example, to 
recoup the funds spent to liquidate a complex financial 
institution. As a result, CBO expects some of the proceeds from 
asset sales or cost recovery fees related to financial problems 
emerging in any particular year would be collected beyond the 
10-year budget window. CBO estimates, however, that over time 
net revenues collected from assessments would be lower than 
projected outlays, because the assessments would reduce the 
base for income and payroll taxes.
    The Deposit Insurance Fund. Repealing the FDIC's orderly 
liquidation authority could change how large, systemically 
important firms that fail would be resolved in the future and 
who would bear the costs. Without the OLF, CBO expects that any 
future defaults of such firms would have to be addressed 
through bankruptcy courts using financial resources available 
from the private sector. After considering the possibility of 
different outcomes, as detailed below, CBO estimates that 
without the OLF, the FDIC would realize additional net costs of 
about $1 billion through the DIF over the next 10 years.
    CBO expects that if a systemically important financial firm 
failed, some federally insured depository institutions would be 
among its creditors, increasing the probability of losses to 
the DIF. CBO also expects that creditors' losses would be 
larger under a bankruptcy proceeding than they would be under a 
resolution using the OLF because the timing and mechanisms of 
the bankruptcy process would probably place additional stress 
on the firm's creditors and other financial institutions.
    The legislation's potential effects on the DIF would depend 
on many legal, financial, and economic factors that are 
uncertain and difficult to quantify. For example, the risk to 
the DIF of additional bank failures would depend on the extent 
of the exposure of insured depository institutions to higher 
costs and whether they could remain financially solvent after 
absorbing those costs. To calculate the additional costs to the 
DIF, CBO considered the estimated cash flows of the OLF and 
interrelated financial institutions (known as counterparties) 
that would accrue losses; only insured depository institutions 
that fail would be resolved by the DIF.
    In its baseline, CBO projects that, on average under 
current law, the DIF will reduce the deficit by about $6 
billion per year. That projection includes income to the fund 
from insurance premiums and recoveries totaling, on average, 
about $10 billion per year and costs to resolve failed 
institutions totaling between $2 billion and $5 billion per 
year (excluding the DIF's operating costs). Those projections 
reflect a very small chance that a large, financially complex 
institution will fail and that the DIF will resolve the insured 
deposits at that institution.
    CBO estimates that under title I, the value of assets of 
failed institutions requiring resolution by the FDIC and the 
NCUA would increase by more than 5 percent above the amounts 
included in CBO's baseline projections. (The overwhelming 
majority of that increase would be resolved by additional 
spending through the DIF, although CBO estimates that insurance 
funds administered by the NCUA would also be needed to resolve 
some institutions.) To calculate the net effect on the federal 
budget, CBO considered the FDIC's loss ratio, which is the net 
cost of resolving the failure of an institution before changes 
in insurance assessments are made. For this estimate, CBO 
calculated variations in the loss ratio from the average of 18 
percent to as high as 30 percent, because in times when the 
financial sector has been under stress, the loss ratio for the 
DIF has typically been higher than average. Although, in CBO's 
estimation, the FDIC would eventually recover the cost of any 
additional losses by raising assessments on insured depository 
institutions, such recoveries would occur over many years.

Allowing Capital Election and Making Other Changes to Financial 
        Regulations

    Title VI would permit financial institutions to opt out of 
a number of financial rules and regulations, including all of 
those related to capital and liquidity standards if they choose 
to maintain a ratio of capital to assets as defined in the 
bill--a leverage ratio--that exceeds 10 percent.\1\ Some 
institutions would have to raise more capital to meet such a 
ratio. All of the financial institutions that opted into the 
new regulatory framework under the bill, in an action CBO has 
termed capital election, would receive less oversight from 
federal regulators. Other provisions of H.R. 10 would reduce 
regulatory oversight of some financial institutions by reducing 
the frequency of stress tests and reviews of resolution plans 
(known as living wills). Also, the bill would make changes to 
the authority of regulators to oversee certain banking 
activities and would allow institutions to change their 
operations in ways that could affect the DIF's losses.
---------------------------------------------------------------------------
    \1\Under that definition of leverage ratio, a firm with a higher 
ratio has lower leverage.
---------------------------------------------------------------------------
    CBO estimates that, on balance, those changes would result 
in higher losses by the DIF. Losses by the DIF are recovered by 
increasing assessments on banking institutions, which are 
recorded as reductions in direct spending. However, not all of 
the additional costs stemming from H.R. 10 would be recovered 
over the next 10 years. Thus, CBO estimates that enacting those 
provisions would increase net direct spending by about $300 
million over the 2018-2027 period.
    CBO's estimates for H.R. 10 are based on the analysis 
underlying the projections for deposit insurance in its January 
2017 baseline. Those projections incorporate the small 
probability that there is a financial crisis in any given year 
during the projection period and the more likely scenario of an 
average number of bank and credit union failures in any given 
year. As a result, the estimated cost represents a weighted 
probability of outcomes--including some cases, for which the 
probability is very low, but the losses by the DIF are much 
larger.
    In order to estimate the effects of the title VI 
provisions, CBO first considered which financial institutions 
might choose to make the capital election and the effect of 
that choice on the DIF.\2\ Financial institutions that 
currently maintain or exceed a leverage ratio of 10 percent and 
opt into the new framework would be subject to less regulatory 
oversight. That decline in oversight would tend to increase the 
losses those institutions impose on the DIF if they fail. The 
case is not as clear-cut for financial institutions that would 
need to increase their capital to meet the 10 percent threshold 
for making the capital election because increases in capital 
would typically decrease the risk of failure.
---------------------------------------------------------------------------
    \2\The Share Insurance Fund (SIF), administered by the NCUA, would 
experience effects similar to those for the DIF, as discussed in this 
section.
---------------------------------------------------------------------------
    However, under the bill, the calculation of the leverage 
ratio would not consider the riskiness of the assets. (Under 
current regulations, financial institutions must meet both 
risk-weighted and non-risk-weighted capital ratios.) As a 
result, an institution that met the 10 percent leverage ratio 
and made the capital election would probably have a somewhat 
riskier portfolio of assets and would impose somewhat higher 
costs on the DIF, on average, than financial institutions with 
similar ratios that did not make the election.
    CBO analyzed financial institutions on the basis of the 
size of their assets and the concentration of certain types of 
assets within their balance sheet portfolios. Financial 
institutions in the United States hold a total of about $18 
trillion in assets (about $17 trillion at banks and $1 trillion 
at credit unions). Roughly 70 percent of the assets in the 
banking sector are held in banks with assets over $50 billion. 
Financial institutions would decide whether or not to make the 
capital election allowed by H.R. 10 on the basis of their 
specific financial and strategic goals. Some firms that 
currently have a leverage ratio of 10 percent could make that 
election without needing to significantly change their business 
models. Firms currently below that threshold would have to 
assess the trade-offs between the costs of raising capital and 
the benefits of less regulation.
    Choices for Financial Institutions With Assets of Less Than 
$50 Billion. CBO expects that most of the financial 
institutions that chose to maintain a leverage ratio at 10 
percent would be those with assets below $10 billion, commonly 
known as community banks. CBO estimates that more than one-half 
of banks with assets of less than $50 billion have a 10 percent 
capital ratio and that those institutions hold roughly 15 
percent of the total assets held by banks. (About two-thirds of 
credit unions holding about two-thirds of credit union assets 
also have leverage ratios of 10 percent or more). However, CBO 
does not expect that all of those institutions would make the 
capital election because they would have to maintain that ratio 
over time, as well as their return on equity. CBO assigned an 
initial probability of 50 percent that those institutions would 
choose to make the capital election. Those firms account for 
about 7 percent of all bank assets. CBO expects that both the 
number of institutions making the election and the percentage 
of total assets would grow over time.
    Choices for Financial Institutions With Assets of More Than 
$50 Billion. Under H.R. 10, most larger financial institutions 
with more diverse portfolios and trading assets would be 
subject to a different leverage ratio known as the 
supplementary leverage ratio (SLR). The bill defines the SLR to 
include derivatives and other commitments that are not 
typically included in the leverage ratio calculation. As a 
result, the banks subject to the SLR would need to raise 
significantly more capital to qualify for reduced regulation 
and would probably have to make costly changes to internal 
processes that already comply with current regulations. CBO 
anticipates that, for example, the eight large banks 
headquartered in the United States that are characterized as 
globally systemic important banks (G-SIBs) would not make the 
election because they would have to raise much more capital.\3\ 
Further, the G-SIBs would still need to comply with a variety 
of regulations because of international rules. As a result, CBO 
expects that the G-SIBs would be unlikely to choose the 
alternative regulatory regime authorized by the bill. Those 
eight banks have about half of the assets of the U.S. banking 
industry.
---------------------------------------------------------------------------
    \3\The G-SIBS are JPMorgan Chase, Citigroup, Bank of America, 
Goldman Sachs, Morgan Stanley, Bank of New York Mellon, State Street, 
and Wells Fargo.
---------------------------------------------------------------------------
    CBO estimates that fewer than 10 financial institutions in 
this cohort would meet the criteria to use the leverage ratio 
of 10 percent that would apply to smaller financial 
institutions. For those institutions that would be eligible and 
already have a 10 percent leverage ratio, CBO assigned the same 
50 percent probability discussed above. For those banks with 
less than a 10 percent ratio, CBO estimated a small probability 
that they would raise sufficient capital to reach that 
threshold. As a result, CBO estimates that roughly 2 percent of 
the assets at banks with assets over $50 billion would be at 
institutions that make the capital election.
    Estimating the Budgetary Effects of the Capital Election. 
CBO used a simulation model that draws on academic and 
financial industry research to estimate the cost of allowing 
financial institutions to make the capital election in exchange 
for regulatory relief.\4\ Using bank call reports, as well as 
historical banking and market data as a starting point, CBO 
simulated the changes that financial institutions might make to 
their assets, liabilities, and capital structure under current 
law and under the provisions of H.R. 10. Those simulations 
generated a wide range of possible future outcomes for each 
institution's leverage ratio and also projected the probability 
that institutions making the capital election would fail. On 
average, those simulations indicated that financial 
institutions would be slightly more likely to fail under the 
regulatory and capital framework proposed in H.R. 10 than would 
be expected under current law. The increase in the probability 
of failure primarily stems from the increased riskiness of the 
assets taken on by institutions that would choose to make the 
capital election. (As noted, for financial institutions that 
must increase capital to make the capital election, the 
increased capital would partially offset that increase in 
risk.)
---------------------------------------------------------------------------
    \4\Federal Reserve Board of Minneapolis, ``The Minneapolis Plan to 
End Too Big to Fail'' (January 17, 2017), https://tinyurl.com/zgmas54; 
Simon Firestone, Amy Lorenc, and Ben Ranish, An Empirical Economic 
Assessment of the Costs and Benefits of Bank Capital in the U.S., 
Finance and Economics Discussion Series Paper 2017-034 (Board of 
Governors of the Federal Reserve System, 2017), https://doi.org/
10.17016/FEDS.2017.034; Kevin Jacques and Peter Nigro, ``Risk-Based 
Capital, Portfolio Risk, and Bank Capital: A Simultaneous Equations 
Approach,'' E&PA; Working Paper 94-6 (Office of the Comptroller of the 
Currency, September 1994), https://go.usa.gov/xNWYW; Fitch Ratings, 
``Leverage Ratio Hurdle Not a Cure-All for Bank Failures'' (February 
28, 2017), www.fitchratings.com/site/pr/1019822.
---------------------------------------------------------------------------
    Other Changes to Regulatory Standards. H.R. 10 would 
reduce, from annually to biennially, the frequency of the 
requirement that larger financial institutions complete stress 
tests administered by the Federal Reserve and submit to the 
FDIC plans for resolution in the event of a financial crisis. 
Because less frequent testing and reporting would allow risk to 
accumulate for a longer period without corrective measures, CBO 
estimates a very small increase in losses by the DIF, 
incorporating a probability that reflects the unlikely failure 
of a large bank or the failure of a series of large financial 
institutions. That estimate is based on information from 
national credit rating agencies and other industry experts.\5\
---------------------------------------------------------------------------
    \5\S&P; Global Market Intelligence, ``What Financial Regulations May 
Be Affected by the Trump Administration, and How They Can Affect 
Ratings'' (March 20, 2017), https://tinyurl.com/k2dwxws.
---------------------------------------------------------------------------
    In addition, the bill would prohibit financial regulators 
from classifying certain commercial loans as nonperforming and 
from requiring certain banks to raise more capital to cover the 
potential losses that could stem from those loans. CBO expects 
that those prohibitions would primarily affect loans for 
commercial real estate.\6\ Some banks and credit unions with 
holdings that are primarily concentrated in the commercial real 
estate sector could experience a reduction in their capital 
reserves, which would lead to a higher probability of a failure 
and would increase the probability of additional federal 
spending to resolve the liabilities of failed institutions.
---------------------------------------------------------------------------
    \6\For more information on those provisions, contained in section 
546 of H.R. 10, see Congressional Budget Office, cost estimate for H.R. 
1941, the Financial Institutions Examination Fairness and Reform Act 
(February 11, 2016), www.cbo.gov/publication/51243.
---------------------------------------------------------------------------
    Net Budgetary Effect of Changes to Regulatory Standards and 
Oversight. CBO anticipates that failures of financial 
institutions resulting from the combination of reduced 
regulatory oversight and increased risk would increase losses 
by the DIF by about 1 percent to 2 percent and would total 
about $600 million over the 2018-2027 period.\7\ CBO expects 
that the FDIC would assess fees to recoup any additional costs 
to the DIF of resolving failed institutions in order to restore 
the fund's balance to its target level of the designated 
reserve ratio. Over the 2018-2027 period, those fees would 
total about $200 million, CBO estimates.
---------------------------------------------------------------------------
    \7\That total also includes about $20 million from the SIF.
---------------------------------------------------------------------------
    FDIC's Risk-Based Premiums. Under current law, the FDIC 
charges banks premiums based on their risk profile. Those 
premiums are recorded as offsetting receipts in the budget. 
Under H.R. 10, the FDIC would continue to assess risk-based 
premiums on all banks, CBO anticipates. By CBO's estimates, 
those premiums would slightly increase for some of the banks 
that chose to meet the 10 percent leverage ratio, and the 
additional premiums would total about $100 million over the 
next 10 years.

Changes to Financial Regulatory Agencies

    Changes in H.R. 10 to the financial regulatory agencies 
primarily consist of:
       Amending the underlying responsibilities and 
operations for the agencies,
       Modifying the way in which the agencies are 
funded, and
       Transferring responsibilities and eliminating 
agencies.

    Amending Responsibilities and Operations. Numerous 
provisions of H.R. 10 would affect the administrative costs of 
the FDIC, the Treasury Department's Office of Comptroller of 
the Currency (OCC), the NCUA, the Federal Housing Finance 
Agency (FHFA), and the Federal Reserve by changing procedures 
for rulemaking, examinations, and enforcement. CBO estimates 
that implementing those changes would increase deficits by $420 
million over the 2018-2027 period.
    Changes in Administrative Costs. Several provisions, such 
as the requirements under title III to perform additional 
analyses for proposed and final rules and the establishment of 
an Office of Independent Examination Review within the Federal 
Financial Institutions Council, would increase administrative 
costs, while other provisions could decrease costs. On the 
basis of an analysis of information from the affected agencies, 
CBO estimates that, on net, enacting those changes would 
increase the deficit by $440 million over the 2018-2027 period, 
reflecting estimated increases in direct spending of $220 
million and estimated decreases in revenues of $220 million.
    Some financial regulators (for example, the FDIC) can 
eventually recover additional costs through assessments on the 
industry, but because there is a lag between the time costs are 
incurred and when additional assessments would be imposed, not 
all additional costs would be recovered within the next 10 
years. In contrast, the Federal Reserve would be able to 
recover only a portion of its additional costs because it 
assesses fees to cover only the costs associated with its role 
as the primary regulator of systemically important financial 
institutions (certain nonbanks and large banks).
    Changes to the Federal Reserve. Title I would remove 
certain authorities the Dodd-Frank Act provided to the Federal 
Reserve that require it to supervise and regulate systemically 
important nonbank financial institutions and financial market 
utilities. Those changes would reduce operating costs of the 
Federal Reserve and raise remittances to the Treasury by $589 
million over the 2018-2027 period. However, the Federal Reserve 
also would stop collecting assessments on institutions it would 
no longer regulate, reducing revenues by $371 million over the 
2018-2027 period, net of income and payroll tax effects, CBO 
estimates. On net, those changes would increase revenues by 
$218 million over the same period.
    Title I also would require the Federal Reserve to perform 
new analysis and to undertake new regulatory actions related to 
stress tests and resolution plans, increasing costs to the 
system. Title VII would split the current Office of the 
Inspector General of the Federal Reserve and CFPB into two 
separate offices, lowering costs to the Federal Reserve. Title 
X would make a number of other changes to the operations of the 
Federal Reserve System. CBO estimates that, in total, those 
provisions would reduce revenues by $40 million over the 2018-
2027 period.
    Provisions in Title X with the most significant effects 
include:
       Employees and members of the Board of Governors 
would become subject to additional ethics standards and 
financial disclosure rules. The ethics standards would follow 
those that apply to employees of the SEC.
       The Federal Open Market Committee (FOMC) would 
be required to develop a monetary policy rule that specifies an 
interest rate target and explains how that target rate would be 
adjusted for changes in certain economic variables. The rule 
would be provided to the Government Accountability Office 
(GAO), which would assess the rule and any subsequent changes 
to the rule for compliance with the requirements of the bill.
       Other changes include requiring GAO to prepare, 
within 12 months of enactment, an audit of the Board of 
Governors of the Federal Reserve System and the Federal Reserve 
banks, including the conduct of monetary policy; restricting 
certain public communications by the FOMC; and changing the 
membership of the FOMC.
    Other Changes. CBO and the staff of the Joint Committee on 
Taxation (JCT) estimate that implementing several other 
provisions of H.R. 10 would increase deficits by $159 million 
over the 2018-2027 period, reflecting increases in direct 
spending of $8 million and decreases in revenues of $151 
million. CBO estimates that implementing those provisions also 
would cost $146 million over the 2018-2027 period, subject to 
the availability of appropriated funds. Specifically:
       Title IV would authorize the SEC to refund the 
overpayment of certain fees by lowering future collections by 
the corresponding amount. CBO estimates that implementing the 
provision would increase direct spending by $8 million over the 
2018-2027 period.
     Title IV would amend regulations such that it 
would expand allowable activities of business development 
companies. JCT estimates that in response to those changes, 
income would be shifted from C corporations to business 
development companies, reducing tax revenues by $151 million 
over the 2018-2027 period.
     Title I would authorize the appropriation of $4 
million each year for the operations of the Financial Stability 
Oversight Council (FSOC). CBO estimates that implementing the 
provision would cost $39 million over the 2018-2027 period, 
subject to the availability of appropriated funds.
     H.R. 10 would require the CFTC to perform 
additional analyses of rules and regulations. On the basis of 
an analysis of information from the agency, CBO estimates that 
implementing the provisions would cost $107 million over the 
2018-2027 period, subject to the availability of appropriated 
funds.
    Modifying Agency Funding. Under current law, spending by 
the financial regulators is often covered by fees or other 
sources of income that usually offset spending by those 
agencies. Some agencies charge fees that are subject to the 
annual appropriation process, some agencies charge fees under 
permanent authority, and the CFPB receives funds from the 
Federal Reserve.
    The bill would attempt to make the operating costs and 
collection of fees of the financial regulators subject to 
annual appropriations. However, in most cases, the changes 
specified would not become effective until 90 days after the 
enactment of an appropriation bill that provided the funding 
specified in H.R. 10. Because subsequent legislation would be 
necessary to make the changes effective, the current funding 
arrangements for the SEC, OCC, FDIC, the FHFA, and the Federal 
Reserve would not change following enactment of H.R. 10. 
Therefore, those changes in funding are not reflected in CBO's 
cost estimate for this legislation.
    In contrast, the bill would effectively make spending for 
the CFPB and the collections and spending for the NCUA's 
administrative costs subject to annual appropriation. Under 
current law those expenses are covered by permanent (mandatory) 
appropriations. Because CBO expects that the level of spending 
for the CFPB and the NCUA under H.R. 10 would be similar to the 
amount of spending for such activities under current law, the 
reductions in direct spending by the CFPB and the NCUA would 
increase the need for future appropriations for those agencies 
by a similar amount.
    CBO estimates that enacting those provisions, over the 
2018-2027 period, would reduce direct spending by $9.2 billion 
and would cost $1.6 billion, assuming appropriation of the 
necessary amounts.
    Consumer Financial Protection Board. Under current law, the 
CFPB is funded by transfers from the Federal Reserve and the 
agency's spending is recorded as direct spending. Title VII 
would amend current law to make spending for the CFPB (renamed 
the Consumer Law Enforcement Agency) subject to annual 
appropriations. The bill would authorize the appropriation of 
$485 million for fiscal year 2018, an amount equal to the 
amount transferred from the Federal Reserve to the CFPB in 
2015. CBO estimates that enacting this provision would reduce 
direct spending by $6.9 billion over the 2018-2027 period and 
cost $485 million over the 2018-2022 period, subject to 
appropriation of the authorized amounts. H.R. 10 would not 
authorize appropriations for the agency after 2018, but CBO 
estimates that its operations would cost about $5 billion over 
the 2019-2027 period, assuming appropriations were provided in 
those years that were equal to the amount authorized for 2018, 
adjusted for anticipated inflation.
    National Credit Union Administration. Under current law, 
the NCUA imposes fees on all federally chartered credit unions 
to pay for its operations. Under H.R. 10, the NCUA would 
instead impose a fee on all credit unions, including those 
chartered by states, to offset the costs of an annual 
appropriation for the agency's administrative operating costs. 
Under the bill, the total collections from credit unions would 
be higher than under current law because the bill would not 
reduce current assessments as much as current spending for 
administrative costs. By making the NCUA's administrative costs 
subject to annual appropriation, this provision would, by CBO's 
estimates, decrease the deficit by $2.3 billion over the 2018-
2027 period, reflecting decreases in direct spending of $3.4 
billion and reductions in offsetting receipts of $1.1 billion 
over the 2018-2027 period. Because the NCUA would collect fees 
to offset any spending of appropriated funds, implementing the 
provisions regarding the NCUA would have no net effect on 
spending that is subject to annual appropriations.
    Securities Exchange Commission. H.R. 10 also would change 
the level of certain fees collected by the SEC that, under 
current law, are intended to fully offset its annual 
appropriation. The bill would create a target collection amount 
for those fees that would increase annually at the rate of 
inflation to partially offset the agency's appropriation.
    H.R. 10 also would authorize the appropriation of $8.5 
billion over the 2018-2022 period for the SEC. Assuming 
appropriation of the specified amounts, CBO estimates that 
implementing this provision would cost $8.5 billion over the 
2018-2022 period. However, under the bill, the SEC would be 
authorized to collect $1.4 billion, annually adjusted for 
inflation, in fees intended to partially offset its annual 
appropriation; therefore, CBO estimates that the net effect 
would increase discretionary appropriations by $1.1 billion 
over the 2018-2022 period.
    Public Company Accounting Oversight Board. The bill would 
require the Public Company Accounting Oversight Board to 
deposit civil penalties it collects in the Treasury, rather 
than spending them. On the basis of an analysis of information 
from the board, CBO estimates that enacting the provision would 
decrease direct spending by $28 million over the 2018-2027 
period.
    Transferring Responsibilities and Eliminating Agencies. 
H.R. 10 would transfer certain responsibilities away from the 
CFPB, eliminate the Financial Research Fund (FRF), and 
eliminate the SEC's authority to spend certain collections. CBO 
estimates that enacting these provisions would reduce deficits 
by $560 million.
    Consumer Financial Protection Bureau. Under current law, 
the CFPB has the authority to supervise and examine certain 
financial institutions and nonbank companies and to require 
those entities to comply with certain consumer financial laws. 
Under H.R. 10, the agency's supervision and examination 
authority and its authority to enforce consumer financial laws 
for insured financial institutions with over $10 billion in 
total assets would be eliminated. Under the bill, some of those 
authorities would be transferred to other financial regulators. 
On the basis of an analysis of information from the affected 
agencies, CBO estimates that enacting those provisions would 
increase the deficit by $230 million over the 2018-2027 period, 
reflecting an estimated increase in direct spending of $30 
million and a decrease in revenues of $200 million over the 
2018-2027 period for the Federal Reserve, the FDIC, the OCC, 
and the NCUA to collectively hire approximately 150 additional 
staff.
    Financial Research Fund. H.R. 10 would eliminate the FRF. 
Under current law, the costs of operating the Office of 
Financial Research (OFR), the Financial Stability Oversight 
Council (FSOC), and some administrative expenses of the OLF are 
offset by fees collected from certain bank holding companies 
and nonbank financial companies. Those fees are deposited into 
the FRF. Those fees are recorded in the budget as revenues when 
they are collected and as direct spending when spent. In 2016, 
the FRF spent $99 million. On the basis of an analysis of 
information from the OFR and the FSOC, CBO estimates that 
eliminating FRF would reduce deficits by $300 million over the 
2018-2027 period, reflecting an estimated reduction in direct 
spending of $1.4 billion and an estimated loss in revenues of 
$1.1 billion, net of income and payroll tax effects. The total 
includes the costs of shutting down the OFR (for closing 
contracts, staff severance, and leave payments) and the costs 
of providing pensions and health benefits to federal retirees.
    CBO estimates that implementing this provision would 
increase costs at the Department of the Treasury by $30 million 
over the 2018-2027 period for administrative costs currently 
shared by the OFR and the department; such spending would be 
subject to the availability of appropriated funds.
    Securities and Exchange Commission. Under current law, the 
SEC may deposit a portion of the revenues it collects into a 
reserve fund and spend up to $100 million annually from that 
fund without further appropriation. Under the bill, the SEC 
Reserve Fund would be abolished, reducing direct spending by 
$490 million over the 2018-2027 period, CBO estimates.
    Penalties. Provisions in H.R. 10 would change the maximum 
penalties for certain violations of securities laws enforced by 
the SEC and change how the cases are administered. The bill 
also would change how the CFPB administers civil penalty cases 
and would eliminate the Volcker rule.\8\ CBO estimates that the 
provisions would reduce the deficit by $560 million over the 
2018-2027 period, reflecting an estimated reduction in direct 
spending of $710 million and reduction in revenues of $150 
million.
---------------------------------------------------------------------------
    \8\The Volcker rule, section 619 of the Dodd-Frank Act, restricts 
FDIC-insured institutions from engaging in certain proprietary trading 
of securities, derivatives, commodity futures, and options on those 
instruments. With certain exceptions, the rule also prohibits banks 
from owning, sponsoring, or having certain relationships with hedge 
funds and private equity funds.
---------------------------------------------------------------------------
    Changes in Penalties by the SEC. Title II would amend 
various securities and financial laws to increase the maximum 
penalty that agencies may assess for certain violations. Under 
the bill, various civil penalties authorized to be levied by 
the SEC and other federal financial regulatory agencies would 
increase. The bill also would add a new tier of penalties for 
individuals previously convicted of securities fraud.
    Title VIII would allow parties to administrative 
proceedings brought by the SEC to file to terminate them. The 
SEC would then have the option to bring civil actions in a 
federal district court against parties that terminate their 
administrative proceedings. On the basis of an analysis of 
information from the SEC regarding current civil penalty 
collections, CBO estimates that enacting the provisions would 
decrease revenues by $80 million over the 2018-2027 period. The 
change would result from increases in collections resulting 
from higher maximum penalties as well as decreases resulting 
from delays, as some collections would arise from civil rather 
than administrative proceedings.
    Changes to Penalties by the CFPB. Title VII would change 
the operation of the civil penalty fund of the CFPB. Under 
current law, the CFPB collects civil penalties that result from 
its enforcement actions and deposits them into a civil penalty 
fund. The agency is authorized to use those funds to pay 
victims of activities for which civil penalties have been 
imposed as well as for certain consumer education and financial 
literacy programs. Allocations are made to eligible victims 
from the pooled amount in the fund; classes of victims are not 
limited to receiving only the amount the civil penalty paid for 
their case.
    Under the bill, the CLEA would be required to maintain a 
separate account for each civil penalty award. The payments to 
victims would be limited to the amount of the civil penalty 
paid for that specific case. If at the end of two years, any 
amounts remained in a segregated civil penalty account, those 
amounts would be deposited into the general fund of the 
Treasury. Amounts currently in the fund would be required to be 
segregated into discrete accounts by civil penalty action and 
be subject to the same requirements as any new civil penalty 
awards. Using information from the CFPB about the amounts 
currently in the fund, CBO estimates that enacting the 
provisions would decrease direct spending by $710 million over 
the 2018-2027 period.
    Volcker Rule. By eliminating the Volcker rule and the 
corresponding penalties for noncompliance, H.R. 10 would reduce 
revenues by an estimated $70 million over the 2018-2027 period.
    Pay-As-You-Go considerations: The Statutory Pay-As-You-Go 
Act of 2010 establishes budget-reporting and enforcement 
procedures for legislation affecting direct spending or 
revenues. The net changes in outlays and revenues that are 
subject to those pay-as-you-go procedures are shown in the 
following table.

                              CBO's ESTIMATE OF PAY-AS-YOU-GO EFFECTS FOR H.R. 10, AS ORDERED REPORTED BY THE HOUSE COMMITTEE ON FINANCIAL SERVICES ON MAY 4, 2017
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                               By fiscal year, in millions of dollars--
                                     -----------------------------------------------------------------------------------------------------------------------------------------------------------
                                         2017        2018        2019        2020        2021        2022        2023        2024        2025        2026        2027      2017-2022   2017-2027
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   NET DECREASE IN THE DEFICIT
 
Statutory Pay-As-You-Go Impact......           0      -1,235      -1,965      -2,640      -3,415      -2,835      -2,460      -2,380      -2,405      -2,370      -2,410     -12,090     -24,115
Memorandum:
    Changes in Outlays..............           0      -1,515      -2,260      -2,885      -3,745      -3,265      -3,090      -3,105      -3,240      -3,405      -3,550     -13,670     -30,060
    Changes in Revenues.............           0        -280        -295        -245        -330        -430        -630        -725        -835      -1,035      -1,140      -1,580      -5,945
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

    Increase in long-term direct spending and deficits: CBO 
estimates that enacting the legislation would not increase net 
direct spending or on-budget deficits by more than $5 billion 
in any of the four consecutive 10-year periods beginning in 
2028.
    Intergovernmental and private-sector impact: The bill 
contains a number of mandates, some that fall on entities in 
both the public and private sectors, and others that fall on 
one sector or the other. In the aggregate, CBO estimates, the 
costs of mandates on public entities would fall below the 
annual threshold established in UMRA for intergovernmental 
mandates ($78 million in 2017, adjusted annually for 
inflation). However, CBO estimates that the net costs of 
mandates on private-sector entities would exceed the annual 
threshold for private-sector mandates ($156 million in 2017, 
adjusted annually for inflation) in at least two of the first 
five years the mandates were in effect, primarily because of 
new and increased fees and assessments.

Mandates That Apply to Both Public and Private Entities

    The bill would eliminate a right of action that allows 
public and private investors to pursue damage claims against 
broker-dealers who issue research reports on exchange-traded 
funds. Under current law, the SEC's rules generally prohibit an 
issuer from offering securities for sale without filing a 
registration statement with the agency. Section 421 of title IV 
of H.R. 10 would establish a safe harbor allowing broker-
dealers to issue research reports about certain investment 
funds without such reports being considered an offering for 
sale of shares of those funds. In so doing, it would protect 
broker-dealers from being sued on the basis that such a report 
constituted an offering for sale. By providing the safe harbor 
and eliminating the existing right of action, the bill would 
impose a mandate on public and private entities that might 
otherwise have a cause of action. The cost of the mandate would 
be the forgone value of the awards and settlements in such 
cases. To date, CBO has found no cases successfully 
establishing liability for information contained in or missing 
from such research reports and expects few, if any, in the 
future.

Mandates That Apply to State Governments Only

    The bill would impose mandates on states by preempting 
their laws in a number of areas. Preemptions of state law are 
mandates as defined in UMRA because they limit the authority of 
states to apply their own laws and regulations. However, CBO 
estimates that none of the preemptions in the bill would impose 
on states duties resulting in additional spending or a loss of 
revenues.
    Various provisions of titles IV, V, and XI of the bill 
would preempt state laws, as follows:
     Section 461 would exempt some security offerings 
from state registration and regulation. Issuers would be exempt 
from registering such a security if each purchaser had a 
preexisting relationship with the officer of the issuer, the 
offering had 35 or fewer purchasers, and the aggregate amount 
of securities sold by the issuer did not exceed $500,000 in a 
12-month period.
     Section 478 would exempt some security offerings 
from state registration, documentation, and other requirements. 
Issuers would be exempt from such state regulations if security 
offerings were small transactions.
     Sections 491 through 493 would exempt from state 
laws that provide a lower level of liability protection than 
the bill does those financial institutions and their employees 
who have received training on the financial exploitation of 
senior citizens when those employees file a report to a 
government authority about the potential exploitation of a 
senior citizen.
     Section 496 would exempt issuers of securities 
from registering a security with a state if the security was 
listed on a national exchange approved by the SEC.
     Section 556 would grant a temporary license to 
some loan originators who became employed by a state-licensed 
mortgage company in one state, enabling them to issue loans in 
other states.
     Section 581 would preempt state usury laws 
regulating the validity of loans that are sold, assigned, or 
transferred to a third party. Such loans would retain their 
maximum rate of interest as set by the loan's originator 
regardless of whether the loan was sold, assigned, or 
transferred to a third party located in a different state.
     Section 1101 would allow the independent insurance 
advocate (a role created by the bill) to preempt state 
insurance measures that are inconsistent with bilateral or 
multilateral insurance measures between the United States and a 
foreign government.

Mandates That Apply to Private Entities Only

    H.R. 10 would impose private-sector mandates on individuals 
and businesses in the financial services industry. The bill 
would affect certain fees and assessments on financial 
institutions, limit certain contractual rights, eliminate 
existing rights of action, require additional registration and 
reporting for proxy advisers, and apply standards for 
processing funds in two American territories. Although the 
incremental changes required to comply with some of the 
mandates would be small relative to existing practices, CBO 
estimates that the net increase in fees and assessments would 
exceed $200 million in the first two years the mandates were in 
effect.
    Increased Fees and Assessments. CBO expects some of the 
financial regulatory agencies to increase fees and assessments 
to offset the costs related to implementing the bill. For 
example, under the bill, the NCUA would assess fees on both 
federal and state-chartered credit unions insured by the Share 
Insurance Fund to offset costs associated with changing the 
agency's funding structure. CBO estimates that the incremental 
cost of the new fees would total about $200 million annually. 
Further, the bill's repeal of the Orderly Liquidation Fund 
might cause the FDIC to increase assessments on insured 
deposits to offset the cost of higher losses in the Deposit 
Insurance Fund. In each case, those higher fees would increase 
the cost of an existing mandate on institutions responsible for 
paying those assessments. At the same time, the elimination of 
the OLF would result in savings for some large financial 
institutions in the unlikely event of the failure of a 
systemically important financial institution, as the bill would 
eliminate assessments associated with the fund. Those savings 
are not estimated to begin until 2020. There is virtually no 
overlap between the institutions that would be subject to 
increased credit union and DIF assessments under the bill and 
those that would realize savings resulting from the elimination 
of the OLF. In the aggregate, CBO estimates, incremental costs 
associated with the changes in fees and assessments across the 
financial industry would total more than $210 million in 2018 
and 2019 and would fall in subsequent years, netting to a 
savings after five years.
    Temporary Limit on Contractual Rights. The bill would 
establish a new bankruptcy process for certain financial 
institutions with assets of more than $50 billion. The bill 
would impose a mandate by establishing a temporary stay on 
actions to terminate or modify certain nonfinancial contracts, 
such as derivatives contracts, for 48 hours after a bankruptcy 
petition was filed under the bankruptcy process established in 
the bill. The temporary stay would limit the contractual rights 
that entities have under current law. Limiting the ability of 
those entities to take actions such as collecting collateral or 
accelerating debt during that two-day period could cause them 
to incur losses. The cost of the mandate would total any losses 
the parties sustained as a result of the stay. Because of 
uncertainty about both the number and size of contracts that 
would be affected and the amount of losses that would occur as 
a result of this provision, CBO cannot estimate the cost of the 
mandate. However, on the basis of historical data, the 
likelihood that a large financial institution would fail in any 
one year is very low, and many experts believe that a stay in 
such circumstances would probably occur over a single weekend, 
potentially minimizing losses.
    Other Mandates on Private Entities. The bill would impose 
other private-sector mandates with small costs in a number of 
areas.
    Safe Harbor for Portfolio Lending. Section 516 would 
eliminate an existing right of action against lenders that hold 
mortgages on their balance sheets. Under current law, lenders 
that meet the standards for qualified mortgages are granted 
legal protection from civil actions based on a claim that they 
failed to comply with ability-to-repay requirements. By 
broadening the definition of qualified mortgages to include 
mortgages that lenders hold on their balance sheets, the bill 
would limit borrowers' right to file claims against them.
    Safe Harbor for Reporting Exploitation of a Senior Citizen. 
Section 491 would eliminate the right of plaintiffs to file a 
civil action against financial institutions and their employees 
who have received training on the financial exploitation of 
senior citizens when those employees file a report to a 
government authority about the potential exploitation of a 
senior citizen.
    Requirements on Proxy Advisory Firms. Section 482 would 
impose a mandate on proxy advisory firms (which can provide 
voting recommendations to investment advisers who have the 
authority to proxy vote for their clients) by requiring them to 
register with the SEC and subjecting them to new personnel and 
reporting requirements.
    Extended Application of the Expedited Funds Availability 
Act. Section 521 would require accounts at and checks drawn on 
commercial banks in American Samoa and the Northern Mariana 
Islands to meet standards required under the Expedited Funds 
Availability Act. The standards would require those banks to 
process such accounts and checks sooner than is their current 
business practice.
    Uncertainty: These estimates are subject to considerable 
uncertainty. For example, they depend in part on the 
probability of failure of a systemically important firm in any 
year. Although that probability is small both under current law 
and under the legislation, it is hard to predict. In addition, 
budgetary effects depend in part on how financial institutions 
would respond to changes in regulation. Projecting such 
responses is particularly difficult given that some proposed 
changes have little historical precedent. Although those and 
other aspects of the estimate are uncertain, CBO and JCT have 
endeavored to develop estimates that fall in the middle of the 
distribution of possible outcomes.
    Previous CBO estimates: On February 24, 2017, CBO 
transmitted a cost estimate for H.R. 732, the Stop Settlement 
Slush Funds Act of 2017, as ordered reported by the House 
Committee on the Judiciary on February 7, 2017. Provisions in 
H.R. 10 are similar to H.R. 732, and CBO's estimate of their 
budgetary effects is the same.
    On March 22, 2017, CBO transmitted a cost estimate for H.R. 
1219, the Supporting America's Innovators Act of 2017, as 
ordered reported by the House Committee on Financial Services 
on March 9, 2017. Provisions in H.R. 10 are similar to H.R. 
1219, and CBO's estimate of their budgetary effects is the 
same.
    On March 22, 2017, CBO transmitted a cost estimate for H.R. 
1312, the Small Business Capital Formation Enhancement Act, as 
ordered reported by the House Committee on Financial Services 
on March 9, 2017. Provisions in H.R. 10 are similar to H.R. 
1312, and CBO's estimate of their budgetary effects is the 
same.
    On March 23, 2017, CBO transmitted a cost estimate for H.R. 
1343, the Encouraging Employee Ownership Act of 2017, as 
ordered reported by the House Committee on Financial Services 
on March 9, 2017. Provisions in H.R. 10 are similar to H.R. 
1343, and CBO's estimate of their budgetary effects is the 
same.
    On March 30, 2017, CBO transmitted a cost estimate for H.R. 
910, the Fair Access to Investment Research Act of 2017, as 
ordered reported by the House Committee on Financial Services 
on March 9, 2017. Provisions in H.R. 10 are similar to H.R. 
910, and CBO's estimate of their budgetary effects is the same.
    On March 30, 2017, CBO transmitted a cost estimate for H.R. 
1667, the Financial Institution Bankruptcy Act of 2017, as 
ordered reported by the House Committee on the Judiciary on 
March 29, 2017. Provisions in H.R. 10 are similar to those in 
H.R. 1667, and CBO's estimate of their budgetary effects is the 
same.
    On April 4, 2017, CBO transmitted a cost estimate for H.R. 
1257, the Securities and Exchange Commission Overpayment Credit 
Act, as ordered reported by the House Committee on Financial 
Services on March 9, 2017. H.R. 10 would require the SEC to 
refund any overpayment of certain fees national securities 
exchanges pay. CBO's estimate of spending for the refund of 
overpayments is higher under H.R. 10 than under H.R. 1257 
because H.R. 10 would apply to fees and assessments paid over a 
longer period of time.
    Estimate prepared by: Federal Costs: Kathleen Gramp, Sarah 
Puro, Stephen Rabent, Jason Levine, and Jacob Fabian; Federal 
Revenues: Nathaniel Frentz and the staff of the Joint Committee 
on Taxation; Impact on State, Local, and Tribal Governments: 
Rachel Austin; Impact on the Private Sector: Logan Smith.
    Estimate approved by: Kim P. Cawley, Unit Chief for the 
Natural and Physical Resources Cost Estimates Unit; H. Samuel 
Papenfuss, Deputy Assistant Director for Budget Analysis; 
Theresa Gullo, Assistant Director for Budget Analysis.

                       Federal Mandates Statement

    The Committee adopts as its own the estimate of Federal 
mandates prepared by the Director of the Congressional Budget 
Office pursuant to section 423 of the Unfunded Mandates reform 
Act.

                      Advisory Committee Statement

    One advisory committee within the meaning of section 5(b) 
of the Federal Advisory Committee Act was created within this 
legislation. Pursuant to the Act, the Committee determines that 
the functions of the 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 committee created by this 
legislation is as follows:
    Sec. 820--Advisory Committee on Commission's Enforcement 
Policies and Procedures.

                  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 the section 
102(b)(3) of the Congressional Accountability Act.

                         Earmark Identification

    H.R. 10 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(c)(5) of rule XIII, the Committee 
states that no provision of H.R. 10 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 Rulemakings

    Pursuant to section 3(i) of H. Res. 5, 115th Cong. (2017), 
the Committee states that H.R. 10 contains the following 
directed rulemakings:

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

    Section 111 directs the Federal Reserve to issue final 
rules implementing Section 165 of the Dodd-Frank Act as amended 
by the Financial CHOICE Act.
    Section 151 directs the Federal Reserve to issue 
regulations providing for three different sets of conditions 
under which the Federal Reserve will conduct stress tests 
required under subsection 165(i)(1) of the Financial Stability 
Act.

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

    Section 406 directs the Securities and Exchange Commission 
(SEC) to revise 17 CFR 230.701(e) to raise the threshold for 
disclosures relating to compensatory benefit plans from $5 
million to $20 million.
    Section 411 directs the SEC to revise 17 CFR 229, 230, 232, 
239, 240 and 249 to exempt emerging growth companies and other 
smaller companies form the SEC's XBRL requirements.
    Section 421 directs the SEC to revise 17 CFR 230.139 to 
expand the safe harbor for investment research.
    Section 426 directs the SEC to revise Form S-3 to expand 
the class of registrants eligible to use Form S-3.
    Section 438 directs the SEC to revise 17 CFR 230, 240 and 
243, which set forth the rules relating to business development 
companies so that these companies can use the securities 
offering and proxy rules available to other issuers; and 
directs the SEC to revise Form N-2.
    Section 446 directs the SEC to revise 17 CFR 230 to clarify 
circumstances in which the prohibitions against general 
solicitation and general advertising do not apply. Section 466 
directs the SEC to revise 17 CFR 501 and Form D filing 
requirements for private placements.
    Section 476 directs the SEC to issue or revise to implement 
Section 476's amendments to Section 4A of the Securities Act of 
1933 regarding crowdfunding; section 476 also directs the SEC 
to establish by rule or regulation disqualification provisions 
for issuers and intermediaries.
    Section 482 directs the SEC to require by rule or 
regulation application registrations for proxy advisory firms. 
Section 482 also directs the SEC to issue rules regarding 
conflicts of interest at proxy advisory firms; unfair or 
coercive acts or practices by proxy advisory firms; and the 
filing of financial statements by proxy advisory firms. Section 
482 also directs the SEC to issue new provisions required by 
Section 482 or otherwise necessary to carry out Section 482.

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

    Section 526 directs the Federal Reserve to revise 12 CFR 
225 appendix C to raise the consolidated asset threshold for it 
Small Bank Holding Company Policy Statement on Assessment of 
Financial and Managerial Factors from $1 billion to $10 
billion.
    Section 531 directs the Consumer Law Enforcement Agency to 
issue regulations exempting small servicers from Section 6 of 
the Real Estate Settlement Procedures Act or to issue 
regulations adjust Section 6 for small servicers.
    Section 546 directs federal financial institutions 
regulatory agencies to revise regulations adopted in the seven-
year period before the Financial CHOICE Act was introduced in 
the House of Representatives as required by the Financial 
CHOICE Act. Section 551 directs the Office of the Comptroller 
of the Currency to issue rules to implement the Financial 
CHOICE Act's amendment of the Home Owner's Loan Act regarding 
covered savings associations. Section 566 directs the federal 
banking agencies to issue regulations allowing for a reduced 
reporting requirement for covered depository institutions.

   TITLE VII--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

    Section 737 directs federal banking regulators to prescribe 
regulations to prevent unfair or deceptive acts or practices by 
depository institutions. Section 737 also directs the federal 
banking regulators to promulgate regulations substantially 
similar to those prescribed by the Federal Trade Commission 
under Section 18(a)(1)(B) of the Federal Trade Commission 
whenever the Federal Trade Commission does so.

                TITLE VIII--CAPITAL MARKETS IMPROVEMENTS

    Section 844 directs the SEC to revise 17 CFR section 
240.14a to revise the resubmission thresholds and the holding 
requirements for shareholder proposals.
    Section 848 directs the SEC issue rules to streamline the 
application process for exemptions from the Investment Company 
Act of 1940.
    Section 858 directs the SEC to issue rules to require 
investment advisers to maintain records and provide annual 
reports to the SEC.
    Section 871 directs the SEC and the Commodity Futures 
Trading Commission to jointly issue rules to resolve 
inconsistencies in their rules, orders, and interpretative 
guidance relating to the regulation of over-the-counter swaps 
markets.

            TITLE X--FED OVERSIGHT REFORM AND MODERNIZATION

    Section 1001 directs the Federal Open Market Committee to 
submit a Directive Policy Rule to the House Financial Services 
and Senate Banking Committees and the Government Accountability 
Office.
    Section 1008 directs the Federal Reserve to issue a rule 
establishing a method for determining the sufficiency of 
collateral for securing an extension of credit under the 
Federal Reserve's authority under section 13(3) of the Federal 
Reserve Act, acceptable classes of collateral, the amount of 
any discount on collateral, and a method for obtaining 
independent appraisals of such collateral. Section 1008 also 
directs the Federal Reserve to issue a rule establishing a 
minimum interest rate for extensions of credit under the 
Federal Reserve's 13(3) lending authority.

             Section-by-Section Analysis of the Legislation

    Section 1. Short title; Table of contents.

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

        Subtitle A--Repeal of the Orderly Liquidation Authority

    Section 111. Repeal of the orderly liquidation authority.--
Repeals Title II of the Dodd-Frank Act, which allows the 
Federal Deposit Insurance Corporation (FDIC) to bail out the 
creditors and counterparties of a failing non-bank financial 
institution. Removes the FDIC from the process of evaluating 
``living wills.''

              Subtitle B--Financial Institution Bankruptcy

    Section 121. General provisions relating to covered 
financial corporations.--Defines the term ``covered financial 
corporation'' and provides that title 11 of the United States 
Code applies to ``covered financial corporations.''
    Section 122. Liquidation, reorganization, or 
recapitalization of a covered financial corporation.--Adds a 
new subchapter V to Chapter 11 of title 11 of the United States 
Code that sets forth the procedures for liquidating, 
reorganizing, or recapitalizing ``covered financial 
corporations'' under title 11 of the United States Code.
    Section 123. Amendments to title 28, United States Code.--
Provides for the appointment and assignment of bankruptcy 
judges to hear cases brought under subchapter V.

                Subtitle C--Ending Government Guarantees

    Section 131. Repeal of obligation guarantee program.--
Repeals sections 1104, 1105, and 1106 of the Dodd-Frank Act, 
which allow the FDIC to guarantee the obligations of insured 
depository institutions.
    Section 132. Repeal of systemic risk determination in 
resolutions.--Repeals the ``systemic risk exception'' to the 
FDIC's obligation to use the deposit insurance fund to resolve 
failing banks using the least costly method.
    Section 133. Restrictions on use of the Exchange 
Stabilization Fund.--Prohibits the use of the Exchange 
Stabilization to establish guaranty programs for financial 
institutions.

     Subtitle D--Eliminating Financial Market Utility Designations

    Section 141. Repeal of title VIII.--Repeals Title VIII of 
the Dodd-Frank Act, which grants the Financial Stability 
Oversight Council (FSOC) the authority to designate ``financial 
market utilities'' as systemically important and authorizes the 
Federal Reserve to provide financial support to these 
designated ``financial market utilities.''

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

    Section 151. Repeal and modification of provisions of the 
Financial Stability Act of 2010.--
    Changes the FSOC's authority, structure, and procedures:
     Repeals the FSOC's authority to designate non-bank 
financial institutions as systemically important.
     Repeals the FSOC's authority to order a bank 
holding company or a non-bank financial institution to sell or 
transfer assets upon the recommendation of the Federal Reserve.
     Provides that the commission members of multi-
member regulatory agencies (in addition to the agency heads) 
are members of the FSOC, and sets forth procedures for voting 
on matters before the FSOC.
     Authorizes FSOC members to designate agency staff 
to attend FSOC meetings. Allows members of the House Financial 
Services Committee and the Senate Banking Committee to attend 
FSOC meetings.
     Makes the FSOC's funding subject to Congressional 
appropriations.
     Makes FSOC's open meetings subject to the Sunshine 
Act.
     Grants chairmen of the House Financial Services 
Committee and Senate Banking Committee the authority to request 
confidential congressional briefings.
    Changes the Federal Reserve's authority to supervise bank 
holding companies and non-bank financial institutions:
     Abolishes the Federal Reserve's authority to 
supervise and set regulations for non-bank financial 
institutions.
     Repeals the Federal Reserve's authority to 
continue supervising entities that cease to be bank holding 
companies.
     Exempts ``qualifying banking organizations'' as 
defined in Section 605 from the Federal Reserve's authority to 
set more stringent prudential standards for bank holding 
companies.
     Changes the procedure for the submission and 
review of the so-called ``living wills'':
            Requires bank holding companies subject to the 
        ``living wills'' requirement to submit them once every 
        two years to the Federal Reserve.
            Requires the Federal Reserve to review and provide 
        feedback within six months of receiving a ``living 
        will.''
            Requires the Federal Reserve to disclose the 
        framework used to assess the adequacy of ``living 
        wills,'' and provide a notice-and-comment period before 
        finalizing the assessment framework.
     Improves the stress testing process for bank 
holding companies:
            Requiring bank holding companies subject to the 
        Federal Reserve's more stringent standards having 
        assets less than $10 billion to conduct company-run 
        stress tests once a year rather than semiannually.
            Requires the Federal Reserve to issue regulations 
        subject to notice-and-comment for conducting stress 
        tests that set forth economic conditions and 
        methodologies, and to assess the effect of the Federal 
        Reserve's stress-testing models and methodologies on 
        financial stability, credit availability, model risks, 
        and investment cycles.
            Requires the Federal Reserve to issue regulations 
        subject to notice-and-comment for its Comprehensive 
        Capital Analysis and Review (CCAR) program, provides 
        that the Federal Reserve may not subject a bank holding 
        company to its CCAR program more than once every two 
        years, prohibits the Federal Reserve from objecting to 
        a bank holding company's capital plan based on 
        qualitative deficiencies, directs the Federal Reserve 
        to establish procedures for responding to inquiries 
        from bank holding companies subject to the CCAR 
        program.
    Office of Financial Research
       Abolishes the Office of Financial Research.
    Section 152. Operational risk capital requirements for 
banking organizations.--Requires federal banking regulators to 
set operational risk capital requirements based on the risks 
posed by an organization's current activities, using forward-
looking assessments and permitting adjustments for risk 
mitigants.

          TITLE II--DEMANDING ACCOUNTABILITY FROM WALL STREET

                Subtitle A--SEC Penalties Modernization

    Section 211. Enhancement of civil penalties for securities 
laws violations.--Increases the civil money penalties that may 
be sought in administrative and civil actions brought under the 
Securities Act of 1933, the Securities Exchange Act of 1934, 
the Investment Company Act of 1940, the Investment Advisers Act 
of 1940; adds a new category of monetary penalties in 
administrative and civil actions brought under the federal 
securities laws for recidivists; provides that for violations 
of injunctions and orders issued under the federal securities 
laws, each day of failure to comply is a separate offense.
    Section 212. Updated civil money penalties of Public 
Company Accounting Oversight Board.--Increases civil money 
penalties that the PCAOB may impose in actions brought under 
the Sarbanes-Oxley Act.
    Section 213. Updated civil money penalty for controlling 
persons in connection with insider trading.--Increases the 
civil money penalties that the SEC may seek against controlling 
persons in insider trading cases brought under Section 
21A(a)(3) of the Securities Exchange Act of 1934.
    Section 214. Update of certain other penalties.--Increases 
the civil money penalties that the SEC may seek under Section 
32 of the Securities Exchange Act of 1934.
    Section 215. Monetary sanctions to be used for the relief 
of victims.--Provides that monetary sanctions collected by the 
SEC for a violation of the securities laws shall be added to 
funds established for the benefit of the victims of the 
violation.
    Section 216. GAO report on use of civil money penalty 
authority by Commission.--Directs the GAO to report on the 
SEC's use of its authority to impose civil money penalties.

               Subtitle B--FIRREA Penalties Modernization

    Section 221. Increase of civil and criminal penalties 
originally established in the Financial Institutions Reform, 
Recovery, and Enforcement Act of 1989.--Increases civil and 
criminal penalties established in FIRREA.

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

                   Subtitle A--Cost-Benefit Analyses

    Section 311. Definitions.--Defines terms used in Subtitle 
A.
    Section 312. Required regulatory analysis.--Directs federal 
financial regulatory agencies to include in proposed 
rulemakings regulatory analyses that identify the need for 
regulation and the regulatory objective (including an 
identification of the market or regulatory failure that makes 
regulation necessary); identify alternatives to the proposed 
regulation and explain why private market or non-federal 
authorities cannot address the problem; assess the costs, 
benefits, and consequences of the proposed regulation; and 
describe the data relied upon in analyzing the proposed 
regulation. Prohibits federal financial regulatory agencies 
from issuing a notice of final rulemaking if costs are greater 
than benefits without a joint resolution from Congress 
directing the agency to issue a notice of final rulemaking.
    Section 313. Rule of construction.--Provides that the 
collection of information in connection with the regulatory 
analysis mandated under Section 312 is not a ``collection of 
information'' under the Paperwork Reduction Act if the federal 
financial regulatory agency has issued an advance notice of 
proposed rulemaking and has informed the person from whom 
information is sought that the provision of information is 
voluntary.
    Section 314. Public availability of data and regulatory 
analysis.--Directs federal financial regulatory agencies to 
disclose on their websites sufficient information about 
regulatory analyses conducted as part of their rulemakings so 
that the agencies' results can be reproduced.
    Section 315. Five-year regulatory impact analysis.--Directs 
the chief economists at federal financial regulatory agencies 
to report on the economic impact of regulations that the 
agencies have issued within five years of the final rulemaking.
    Section 316. Retrospective review of existing rules.--
Directs the federal financial regulatory agencies to adopt a 
plan for modifying, streamlining, expanding, or repealing 
existing regulations to make the agencies' regulatory programs 
more effective or less burdensome.
    Section 317. Judicial review.--Grants individuals the right 
to bring actions in the D.C. Circuit Court seeking review of an 
agency's compliance with Section 312.
    Section 318. Chief Economists Council.--Establishes a 
council consisting of the chief economists of the federal 
financial regulatory agencies and directs it to report each 
year on the benefits and costs of regulations that the agencies 
have adopted in the prior year; the regulatory actions planned 
by the agencies in the coming year; the cumulative effect of 
existing agency regulations on economic activity; the training 
and qualifications of the persons who conducted regulatory 
analyses at the agencies during the prior year and the 
sufficiency of resources for conducting these analyses; and 
recommendations for legislative or regulatory action to improve 
financial regulation.
    Section 319. Conforming amendments.--Amends the Commodity 
Exchange Act to conform with the requirements of this subtitle.
    Section 320. Other regulatory entities.--Directs the SEC to 
submit a plan for subjecting the PCAOB, the Municipal 
Securities Rulemaking Board, and registered national securities 
associations to the requirements of this subtitle.
    Section 321. Avoidance of duplicative or unnecessary 
analyses.--Provides that regulatory analyses required by this 
subtitle may be performed in conjunction with analyses required 
by any other provision of law if the analysis satisfies the 
requirements of this subtitle.

Subtitle B--Congressional Review of Federal Financial Agency Rulemaking

    Section 331. Congressional review.--Requires federal 
financial agencies to report on proposed rules to Congress and 
the GAO before the rules take effect; requires that Congress 
approve rules having an annual effect on the economy of $100 
million or more through a joint resolution of approval before 
such rules can take effect; provides that Congress may pass a 
joint resolution of disapproval to prevent non-major rules from 
taking effect.
    Section 332. Congressional approval procedure for major 
rules.--Sets forth the procedures for Congress to approve rules 
having an annual effect on the economy of $100 million or more 
through a joint resolution of approval.
    Section 333. Congressional disapproval procedure for non-
major rules.--Sets forth the procedure for Congress to 
disapprove non-major rules.
    Section 334. Definitions.--Defines terms used in Subtitle 
B.
    Section 335. Judicial review.--Provides that 
determinations, findings, actions, or omissions under Subtitle 
B are not subject to judicial review.
    Section 336. Effective date of certain rules.--Provides 
that rules relating to hunting, fishing, or camping and non-
major rules for which notice and public comment are 
impracticable are effective on the date determined by the 
federal financial agency.
    Section 337. Budgetary effects of rules subject to section 
332 of the Financial CHOICE Act of 2017.--Amends the Balanced 
Budget and Emergency Deficit Control Act of 1985 to conform 
with the Financial Choice Act.

             Subtitle C--Judicial Review of Agency Actions

    Section 341. Scope of judicial review of agency actions.--
Directs court reviewing the actions of federal financial 
agencies to use a de novo standard of review when deciding all 
questions of law relating to an agency action, including the 
interpretation of constitutional and statutory provisions and 
the rules promulgated by an agency.

             Subtitle D--Leadership of Financial Regulators

    Section 351. Federal Deposit Insurance Corporation.--
Provides that the FDIC's board of directors is to consist of 5 
members appointed by the President with the advice and consent 
of the Senate, one of whom must have state bank supervisory 
experience.
    Section 352. Federal Housing Finance Agency.--Provides that 
the President may remove the director of the Federal Housing 
Finance Agency (FHFA) before the end of the director's 
appointed term with or without cause.

         Subtitle E--Congressional Oversight of Appropriations

    Section 361. Bringing the Federal Deposit Insurance 
Corporation into the regular appropriations process.--Makes the 
FDIC's funding subject to Congressional appropriations.
    Section 362. Bringing the Federal Housing Finance Agency 
into the regular appropriations process.--Makes the FHFA's 
funding subject to Congressional appropriations.
    Section 363. Bringing the National Credit Union 
Administration into the regular appropriations process.--Makes 
the NCUA's funding subject to Congressional appropriations.
    Section 364. Bringing the Office of the Comptroller of the 
Currency into the regular appropriations process.--Makes the 
Officer of the Comptroller of the Currency's (OCC) funding 
subject to Congressional appropriations.
    Section 365. Bringing the non-monetary policy related 
functions of the Board of Governors of the Federal Reserve 
System into the regular appropriations process.--Makes the 
Federal Reserve's funding for its non-monetary policy functions 
subject to Congressional appropriations.

                  Subtitle F--International Processes

    Section 371. Requirements for international processes.--
Requires the federal financial regulatory agencies and the 
Treasury Department to notify Congress and the public before 
participating in international standard-setting processes, 
publicly report on international standard-setting processes in 
which they have participated, and notify the House Financial 
Services and Senate Banking Committees of agreements that may 
result from international processes and consult with these 
Committees on these agreements and their economic effects.

                  Subtitle G--Unfunded Mandates Reform

    Section 381. Definitions.--Defines terms used in Subtitle 
G.
    Section 382. Statements to accompany significant regulatory 
actions.--Directs federal financial regulatory agencies to 
issue statements setting forth estimates for the compliance 
costs of federal mandates on particular regions of the nation, 
states, tribal and local governments, particular communities 
before promulgating notices of proposed rulemaking or final 
rules.
    Section 383. Small government agency plan.--Directs federal 
financial regulatory agencies to develop plans for providing 
small governments with notice of proposed rulemakings that 
affect small governments and the opportunity to provide input 
on such proposed rulemakings.
    Section 384. State, local, and tribal government and 
private sector input.--Directs federal financial regulatory 
agencies to develop processes for state, local, and tribal 
governments to provide input and consult with these agencies on 
proposed rulemakings that affect state, local, and tribal 
governments.
    Section 385. Least burdensome option or explanation 
required.--Requires federal financial regulatory agencies to 
identify regulatory alternatives and select the least costly 
alternative for rules that impose federal mandates on state, 
local, and tribal governments or the private sector.
    Section 386. Assistance to the Office of Information and 
Regulatory Affairs.--Directs the Office of Information and 
Regulatory Affairs (OIRA) to collect the statements required 
under this Subtitle and forward them to the Congressional 
Budget Office.
    Section 387. Office of Information and Regulatory Affairs 
responsibilities.--Directs OIRA to oversee the statements 
issued by federal financial regulatory agencies under this 
Subtitle to ensure that these statements comply with the 
Subtitle's requirements.
    Section 388. Judicial review.--Provides that agency 
compliance with the requirements of this Subtitle is subject to 
limited judicial review.

                  Subtitle H--Enforcement Coordination

    Section 391. Policies to minimize duplication of 
enforcement efforts.--Directs federal financial regulatory 
agencies to implement policies that minimize duplication of 
enforcement actions.

           Subtitle I--Penalties for Unauthorized Disclosures

    Section 392. Criminal penalty for unauthorized 
disclosures.--Imposes criminal penalties on the employees of 
federal financial regulatory authorities for the unauthorized 
disclosure of information in ``living wills'' or stress tests.

                Subtitle J--Stop Settlement Slush Funds

    Section 393. Limitation on donations made pursuant to 
settlement agreements to which certain departments or agencies 
are a party.--Prohibits federal financial regulatory 
authorities from using settlement proceeds to make payments to 
persons who were not directly harmed by the wrongdoing that led 
to the settlement.

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

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

    Section 401. Registration exemption for merger and 
acquisition brokers.--Exempts merger-and-acquisition brokers 
from the registration requirements of the Securities Exchange 
Act of 1934.
    Section 402. Effective date.--Provides that Subtitle A will 
become effective 90 days after the enactment of the Financial 
CHOICE Act of 2017.

               Subtitle B--Encouraging Employee Ownership

    Section 406. Increased threshold for disclosures relating 
to compensatory benefit plans.--Directs the SEC to increase the 
threshold exemption from the registration requirements of the 
Securities Act of 1933 for certain securities offered as part 
of compensatory benefit plans from $5 million to $20 million.

          Subtitle C--Small Company Disclosure Simplification

    Section 411. Exemption from XBRL requirements for emerging 
growth companies and other smaller companies.--Exempts Emerging 
Growth Companies and other smaller companies from the SEC's 
eXtensible Business Reporting Language (XBRL) requirements for 
filing financial statements with the SEC.
    Section 412. Analysis by the SEC.--Directs the SEC to study 
the costs and benefits to smaller companies of using XBRL to 
file financial statements with the SEC.
    Section 413. Report to Congress.--Directs the SEC to report 
to the House Financial Services and Senate Banking Committees 
on its progress in implementing XBRL reporting and the use of 
XBRL data by the SEC and investors.
    Section 414. Definitions.--Defines terms used in Subtitle 
C.

   Subtitle D--Securities and Exchange Commission Overpayment Credit

    Section 416. Refunding or crediting overpayment of section 
31 fees.--Directs the SEC to credit overpayments made by 
national securities exchanges and associations against future 
fees and assessments.

             Subtitle E--Fair Access to Investment Research

    Section 421. Safe harbor for investment fund research.--
Directs the SEC to issue regulations providing that a covered 
investment fund research report is not an offer under the 
Securities Act of 1933.

               Subtitle F--Accelerating Access to Capital

    Section 426. Expanded eligibility for use of Form S-3.--
Directs the SEC to revise Form S-3 to expand the eligibility of 
smaller companies that may use Form S-3 for offerings.

                  Subtitle G--Enhancing the RAISE Act

    Section 431. Certain accredited investor transactions.--
Amends the Securities Act of 1933 to clarify that the resale of 
certain restricted securities to accredited investors are 
exempt from prohibitions against interstate solicitation.

             Subtitle H--Small Business Credit Availability

    Section 436. Business development company ownership of 
securities of investment advisers and certain financial 
companies.--Amends the Investment Company Act of 1940 to allow 
business development companies to own shares in registered 
investment advisers, up to 50 percent of their total assets. 
This section shall not be construed to allow a business 
development company to own shares of such companies in a 
percentage greater than 50 percent of their total assets.
    Section 437. Expanding access to capital for business 
development companies.--Amends the asset coverage requirements 
in the Investment Company Act of 1940 for business development 
companies.
    Section 438. Parity for business development companies 
regarding offering and proxy rules.--Directs the SEC to revise 
its rules to allow business development companies file 
offerings and proxy statements under rules available to other 
issuers.

                    Subtitle I--Fostering Innovation

    Section 441. Temporary exemption for low-revenue issuers.--
Grants certain low-revenue issuers a temporary exemption from 
Section 404(b) of the Sarbanes-Oxley Act.

        Subtitle J--Small Business Capital Formation Enhancement

    Section 446. Annual review of government-business forum on 
capital formation.--Directs the SEC to report on the findings 
and recommendations of the government-business forum on capital 
formation and the SEC's actions on these findings and 
recommendations.

              Subtitle K--Helping Angels Lead Our Startups

    Section 451. Definition of angel investor group.--Defines 
the term ``angel investor group.''
    Section 452. Clarification of general solicitation.--
Directs the SEC to revise its rules to clarify that the 
prohibition against general solicitation does not apply to 
certain presentations or communications made at events 
sponsored by institutions of higher education; nonprofit 
organizations; angel investor groups; venture forums, venture 
capital associations, or trade associations; or other groups 
determined by the SEC.

                     Subtitle L--Main Street Growth

    Section 456. Venture exchanges.--Amends the Securities 
Exchange Act of 1934 to allow a national securities exchange to 
register as a venture exchange and exempts venture exchanges 
from certain national security exchange regulations; amends the 
Securities Exchange Act of 1933 to provide that ``venture 
securities'' are exempt from state regulation of securities 
offerings.

                 Subtitle M--Micro Offering Safe Harbor

    Section 461. Exemptions for micro-offerings.--Amends the 
Securities Act of 1933 to provide that certain micro-offerings 
are exempt from prohibitions against interstate solicitation; 
amends the Securities Exchange Act of 1933 to provide that 
micro-offerings are exempt from state regulation of securities 
offerings.

               Subtitle N--Private Placement Improvement

    Section 466. Revisions to SEC Regulation D.--Directs the 
SEC to revise Regulation D to streamline and improve its filing 
requirements and procedures for issuers offering securities 
under Regulation D.

              Subtitle O--Supporting America's Innovators

    Section 471. Investor limitation for qualifying venture 
capital funds.--Amends the Investment Company Act of 1940 to 
exempt qualifying venture capital funds from Investment 
Company's Act definition of ``investment company.''

                      Subtitle P--Fix Crowdfunding

    Section 476. Crowdfunding exemption.--Amends the Securities 
Exchange Act of 1933 to exempt from the Act's registration 
requirements securities offerings involving certain small 
transactions.
    Section 477. Exclusion of crowdfunding investors from 
shareholder cap.--Amends the Securities Exchange Act of 1934 to 
provide that securities purchased under Section 476 are not 
``held of record'' under the Securities Exchange Act of 1934.
    Section 478. Preemption of State law.--Clarifies that the 
Subtitle P pre-empts only state registration, documentation and 
offering requirements for securities offered under Section 476, 
and that Subtitle P does not affect the states' enforcement 
authorities.
    Section 479. Treatment of funding portals.--Excludes 
funding portals from the definition of ``financial 
institution'' required to submit records and report on monetary 
instruments transactions.

        Subtitle Q--Corporate Governance Reform and Transparency

    Section 481. Definitions.--Defines terms used in Subtitle 
Q.
    Section 482. Registration of proxy advisory firms.--
Requires proxy advisory firms to register with the SEC and sets 
forth the procedure for registration.
    Section 483. Commission annual report.--Directs the SEC to 
report annually on proxy advisory firms.

                        Subtitle R--Senior Safe

    Section 491. Immunity.--Grants immunity from suit to 
certain individuals and financial institutions for disclosing 
the possible exploitation of a senior citizen to a financial 
regulatory agency.
    Section 492. Training required.--Provides that financial 
institutions may train certain employees on identifying and 
reporting the possible exploitation of senior citizens.
    Section 493. Relationship to State law.--Provides that 
Subtitle R does not pre-empt state law, except to the extent 
that it provides greater protection against liability to 
certain individuals and financial institutions for disclosing 
the possible exploitation of a senior citizen to a financial 
regulatory agency.

       Subtitle S--National Securities Exchange Regulatory Parity

    Section 496. Application of exemption.--Amends the 
Securities Act of 1933 to strike references to specific 
exchanges in defining ``covered securities'' exempt from 
regulation of securities offerings.

           Subtitle T--Private Company Flexibility and Growth

    Section 497. Shareholder threshold for registration.--
Amends the Securities Exchange Act of 1934 to raise the 
registration threshold for assets and shareholders.

        Subtitle U--Small Company Capital Formation Enhancements

    Section 498. JOBS Act-related exemption.--Amends the 
Securities Act of 1933 to raise the amount of securities that 
may be offered and sold within a 12-month period under the 
exemption for additional issues authorized by the JOBS Act.

                Subtitle V--Encouraging Public Offerings

    Section 499. Expanding testing the waters and confidential 
submissions.--Amends the Securities Act of 1933 to allow 
issuers to submit draft registration statements to the SEC for 
confidential, nonpublic review before an initial public 
offering.

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

         Subtitle A--Preserving Access to Manufactured Housing

    Section 501. Mortgage originator definition.--Amends the 
definition of ``mortgage originator'' in the Truth in Lending 
Act to specify that, subject to certain exceptions, a retailer 
of manufactured housing or its employee is not a ``mortgage 
originator.''
    Section 502. High-Cost mortgage definition.--Amends the 
definition of ``High-Cost Mortgage'' in the Truth in Lending 
Act to provide that a credit transaction secured by a 
consumer's dwelling is a ``high-cost mortgage'' if the dwelling 
is personal property, the annual percentage rate exceeds the 
average prime offer rate by more than 10 percentage points, and 
the transaction is for less than $75,000.

                      Subtitle B--Mortgage Choice

    Section 506. Definition of points and fees.--Amends the 
definition of ``points and fees'' in the Truth in Lending Act 
to exclude fees paid for affiliated business arrangements.

         Subtitle C--Financial Institution Customer Protection

    Section 511. Requirements for deposit account termination 
requests and orders.--Requires federal banking regulators to 
have a material reason not based solely on reputation risk for 
requesting or ordering a depository institution to terminate a 
customer's account.
    Section 512. Amendments to the Financial Institutions 
Reform, Recovery, and Enforcement Act of 1989.--Amends FIRREA 
to provide that FIRREA's civil penalties provisions apply to 
violations by a depository institution against an unaffiliated 
third person; requires the Attorney General for investigations 
of possible violations of FIRREA to request a court order to 
summon witnesses or compel the production of documents, or to 
personally or through delegation to at least a Deputy Attorney 
General, issue a subpoena to summon witnesses or compel the 
production of documents.

           Subtitle D--Portfolio Lending and Mortgage Access

    Section 516. Safe harbor for certain loans held on 
portfolio.--Amends the Truth in Lending Act to provide a safe 
harbor against litigation for depository institutions and 
mortgage originators for residential mortgage loans held on the 
creditor's balance sheet since the origination of the loan if 
the loan fails to comply with TILA's ability-to-repay 
requirements.

    Subtitle E--Application of the Expedited Funds Availability Act

    Section 521. Application of the Expedited Funds 
Availability Act.--Amends the Expedited Funds Availability Act 
to clarify that the time periods under the Act apply to 
institutions located in American Samoa and the Northern Marian 
Islands.

        Subtitle F--Small Bank Holding Company Policy Statement

    Section 526. Changes required to small bank holding company 
policy statement on assessment of financial and managerial 
factors.--Directs the Federal Reserve to raise the threshold 
for its Small Bank Holding Company Policy Statement from $1 
million to $5 million.

           Subtitle G--Community Institution Mortgage Relief

    Section 531. Community financial institution mortgage 
relief.--Amends the Truth in Lending Act to exempt smaller 
creditors from TILA's escrow requirements.

   Subtitle H--Financial Institutions Examination Fairness and Reform

    Section 536. Timeliness of examination reports.--Amends the 
Federal Financial Institutions Examination Council Act of 1978 
to require federal financial regulatory agencies to provide 
examined institutions with a final examination report within 60 
days of an examination's exit interview; sets examination 
standards for agencies; creates an Office of Independent 
Examination Review to investigate complaints about 
examinations; grants financial institutions the right to seek 
review of supervisory determinations.

  Subtitle I--National Credit Union Administration Budget Transparency

    Section 541. Budget transparency for the NCUA.--Amends the 
Federal Credit Union Act to require the National Credit Union 
Administration (NCUA) to annually hold public hearings on its 
budget.

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

    Section 546. Regulations appropriate to business models.--
Directs federal financial regulatory agencies tailor regulatory 
actions to an institution's risk profile and business model.

      Subtitle K--Federal Savings Association Charter Flexibility

    Section 551. Option for Federal savings associations to 
operate as a covered savings association.--Amends the Home 
Owners' Loan Act to allow certain federal savings associations 
to operate with the same rights and privileges as a national 
bank supervised by the OCC.

                Subtitle L--SAFE Transitional Licensing

    Section 556. Eliminating barriers to jobs for loan 
originators.--Amends the S.A.F.E. Mortgage Licensing Act of 
2008 to temporarily allow loan originators to continue to act 
as loan originators if they move from a depository institution 
to a non-depository institution or if they move from one state 
to another while their applications to be state-licensed loan 
originators are pending.

                       Subtitle M--Right to Lend

    Section 561. Small business loan data collection 
requirement.--Repeals Sections 704B of the Equal Credit 
Opportunity Act, which requires financial institutions to 
collect information from small businesses regarding their 
ownership.

              Subtitle N--Community Bank Reporting Relief

    Section 566. Short-form call report.--Amends the Federal 
Deposit Insurance Act to direct federal banking regulators to 
issue regulations that would allow well-capitalized depository 
institutions to file short-from call reports in the first and 
third quarters of each year.

          Subtitle O--Homeowner Information Privacy Protection

    Section 571. Study regarding privacy of information 
collected under the Home Mortgage Disclosure Act of 1975.--
Directs the Government Accountability Office (GAO) to study and 
report on whether the collection of data mandated by the Home 
Mortgage Disclosure Act puts mortgage borrowers at risk of 
identity theft or of losing sensitive personal financial 
information.

            Subtitle P--Home Mortgage Disclosure Adjustment

    Section 576. Depository institutions subject to maintenance 
of records and disclosure requirements.--Amends the Home 
Mortgage Disclosure Act of 1975 to exempt from the Act's 
reporting and recordkeeping requirements those depository 
institutions that originate fewer than 100 closed-end mortgage 
loans and fewer than 200 open-end mortgage loans over two 
years.

           Subtitle Q--Protecting Consumers Access to Credit

    Section 581. Rate of interest after transfer of loan.--
Amends various federal statutes to provide that a loan that is 
valid as to its maximum rate of interest when made remains 
valid if the loan is sold, assigned, or otherwise transferred 
to a third party.

                 Subtitle R--NCUA Overhead Transparency

    Section 586. Fund transparency.--Amends the Federal Credit 
Union Act to require the NCUA to report annually on how it 
allocates expenses between its prudential and insurance-related 
activities, whether these expenses are paid from operating fees 
assessed by the NCUA or from the NCUA Share Insurance Fund, and 
the NCUA's rationale for using amounts in the Share Insurance 
Fund in its annual budget.

             Subtitle S--Housing Opportunities Made Easier

    Section 591. Clarification of donated services to non-
profits.--Amends the Truth in Lending Act to state that if a 
fee appraiser voluntarily donates appraisal services to an 
organization described in section 170(c)(2) of the Internal 
Revenue Code of 1986, such voluntary donation shall be deemed 
customary and reasonable.

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

    Section 601. Capital election.--Provides that a banking 
organization may elect to be treated as a ``qualifying banking 
organization'' if it maintains an average leverage ratio of at 
least 10 percent; sets the process for banking organizations to 
make such an election; sets forth consequences of failure to 
maintain minimum average leverage ratio.
    Section 602. Regulatory relief.--Exempts qualifying banking 
organizations from federal laws and regulations that set 
capital and liquidity requirements and federal laws and 
regulations that permit federal banking agencies to object to 
capital distributions; prohibits federal banking agencies from 
considering a qualifying banking organization's effect on 
systemic risk or financial stability.
    Section 603. Contingent capital study.--Directs the Federal 
Reserve, the FDIC, and the OCC to study requiring banking 
organizations to issue contingent capital with a market-based 
conversion trigger and to report their findings to Congress.
    Section 604. Study on altering the current prompt 
corrective action rules.--Directs the OCC to study the 
feasibility of replacing the current prompt corrective action 
rules and Basel capital ratios with a nonperforming asset 
coverage ratio and to report its findings to Congress.
    Section 605. Definitions.--Defines terms used in Title VI.

   TITLE VII--EMPOWERING AMERICANS TO ACHIEVE FINANCIAL INDEPENDENCE

       Subtitle A--Separation of Powers and Liberty Enhancements

    Section 711. Consumer Law Enforcement Agency.--Renames the 
``Bureau of Consumer Financial Protection'' as the ``Consumer 
Law Enforcement Agency''; makes conforming amendments to 
various federal statutes to reflect the new name; provides that 
the Deputy Director of the Consumer Law Enforcement Agency is 
to be appointed by the president; and strikes paragraph (3) of 
subsection 1101(c), which provided that the Director could only 
be removed by the president for cause.
    Section 712. Authority of the Office of Information and 
Regulatory Affairs.--Provides that OIRA has the same duties and 
authorities regarding the Consumer Law Enforcement Agency as it 
does for any other non-independent regulatory agency.
    Section 713. Bringing the Agency into the regular 
appropriations process.--Makes the Consumer Law Enforcement 
Agency subject to Congressional appropriations.
    Section 714. Consumer Law Enforcement Agency Inspector 
General Reform.--Provides for the appointment of an independent 
Inspector General for the Consumer Law Enforcement Agency and 
requires the Inspector General to testify at semi-annual 
hearings before the House Financial Services and Senate Banking 
Committees.
    Section 715. Private parties authorized to compel the 
Agency to seek sanctions by filing civil actions; Adjudications 
deemed actions.--Authorizes private parties that are parties to 
administrative proceedings brought by the Consumer Law 
Enforcement Agency to compel the Agency to terminate the 
administrative proceeding; authorizes the Agency to bring a 
civil action seeking the same remedy if the Agency is required 
to terminate an administrative proceeding.
    Section 716. Civil investigative demands to be appealed to 
courts.--Authorizes the recipients of a civil investigate 
demand issued by the Consumer Law Enforcement Agency to seek an 
order from a federal district court modifying or setting aside 
the demand.
    Section 717. Agency dual mandate and economic analysis.--
Amends the Consumer Financial Protection Act to provide that 
the purpose of the Consumer Law Enforcement Agency also 
includes strengthening consumer participation in financial 
markets, increasing competition, and enhancing consumer choice; 
establishes an Office of Economic Analysis within the Agency 
and directs it to review and assess regulations and 
administrative enforcement and civil actions.
    Section 718. No deference to Agency interpretation.--Amends 
the Consumer Financial Protection Act to repeal the Act's 
provision requiring courts to defer to the determinations of 
the Consumer Law Enforcement Agency regarding the meaning of 
federal consumer financial law.

                Subtitle B--Administrative Enhancements

    Section 721. Advisory opinions.--Directs the Consumer Law 
Enforcement Agency to establish a procedure for responding to 
requests for advisory opinions regarding whether specific 
conduct conforms with federal consumer financial law.
    Section 722. Reform of Consumer Financial Civil Penalty 
Fund.--Directs the Consumer Law Enforcement Agency to establish 
segregated accounts for each civil penalty collected by the 
Agency, to use those accounts to compensate victims of the 
violation for which the penalty was collected, and to credit as 
general revenue to the Treasury any amounts remaining in the 
segregated account after two years.
    Section 723. Agency pay fairness.--Puts employees of the 
Consumer Law Enforcement Agency on the General Schedule pay 
scale for federal employees.
    Section 724. Elimination of market monitoring functions.--
Repeals the Consumer Law Enforcement Agency's responsibility 
for monitoring markets for consumer financial products and 
services.
    Section 725. Reforms to mandatory functional units.--
Provides that the Consumer Law Enforcement Agency may--but is 
not required to--establish certain offices within the Agency. 
Prohibits publication of information gathered for the consumer 
complaint database, while retaining the requirement the 
database be shared with other federal and state agencies.
    Section 726. Repeal of mandatory advisory board.--Abolishes 
the mandatory Consumer Advisory Board. Does not limit the 
Director's discretion to establish advisory boards pursuant to 
the Federal Advisory Committee Act.
    Section 727. Elimination of supervision authority.--
Abolishes the Consumer Law Enforcement Agency's authority to 
supervise and examine financial institutions.
    Section 728. Transfer of old OTS building from OCC to 
GSA.--Directs the OCC to transfer administrative jurisdiction 
over the former OTS headquarters at 1700 G Street, NW to the 
GSA.
    Section 729. Limitation on Agency authority.--Provides that 
Consumer Law Enforcement Agency may not exercise any 
rulemaking, enforcement, or other authority relating to 
employee benefit compensation plans or persons regulated by the 
SEC or the Commodity Futures Trading Commission (CFTC).

                    Subtitle C--Policy Enhancements

    Section 731. Consumer right to financial privacy.--Requires 
the Consumer Law Enforcement Agency to obtain a consumer's 
consent before collecting a consumer's nonpublic personal 
information.
    Section 732. Repeal of Council authority to set aside 
Agency rules and requirement of safety and soundness 
considerations when issuing rules.--Repeals the FSOC's 
authority to set aside for safety and soundness reasons rules 
promulgated by the Consumer Law Enforcement Agency.
    Section 733. Removal of authority to regulate small-dollar 
credit.--Prohibits the Consumer Law Enforcement Agency from 
exercising rulemaking or enforcement authority over small-
dollar loans.
    Section 734. Reforming indirect auto financing guidance.--
Nullifies the March 2013 Auto Lending Guidance issued by the 
Consumer Financial Protection Bureau and sets forth procedural 
requirements that the Consumer Law Enforcement Agency must 
follow in issuing guidance relating to indirect auto financing.
    Section 735. Prohibition of Government price controls for 
payment card transactions.--Repeals the Federal Reserve's 
authority to issue regulations setting interchange transaction 
fees and network fees.
    Section 736. Removal of Agency UDAAP authority.--Repeals 
the Consumer Law Enforcement Agency's rulemaking and 
enforcement authority over unfair, deceptive, or abusive acts 
and practices.
    Section 737. Preservation of UDAP authority for Federal 
banking regulators.--Directs federal banking regulators to 
promulgate regulations to prevent unfair or deceptive acts or 
practices and to enforce those regulations.
    Section 738. Repeal of authority to restrict arbitration.--
Repeals the Consumer Law Enforcement Agency's authority to 
restrict agreements requiring pre-dispute arbitration in 
connection with the offering or providing of consumer financial 
products or services.

                TITLE VIII--CAPITAL MARKETS IMPROVEMENTS

       Subtitle A--SEC Reform, Restructuring, and Accountability

    Section 801. Authorization of appropriations.--Authorizes 
appropriations for the Securities and Exchange Commission (SEC) 
for fiscal years 2017 through 2022.
    Section 802. Report on unobligated appropriations.--Directs 
the SEC to report to the House Financial Services and Senate 
Banking Committees on unobligated funds appropriated to the 
SEC.
    Section 803. SEC Reserve Fund abolished.--Abolishes the 
SEC's Reserve Fund.
    Section 804. Fees to offset appropriations.--Directs the 
SEC to collect fees and assessments to offset Congressional 
appropriations; provides that fees collected in excess of 
amounts appropriated by Congress shall be credited as general 
revenue to the Treasury.
    Section 805. Commission relocation funding prohibition.--
This section is intended to prohibit the SEC from obligating 
any funds to construct a new, government owned headquarters 
facility. This section only prohibits the obligation of funds 
for the purposes of federal construction and shall not be 
construed as prohibiting the obligation of funds associated 
with a replacement lease, including the construction of tenant 
improvements or security improvements, for a leased SEC 
headquarters facility.
    Section 806. Implementation of recommendations.--Directs 
the SEC finish implementing the recommendations contained in 
the independent consultant's report issued on March 10, 2011.
    Section 807. Office of Credit Ratings to report to the 
Division of Trading and Markets.--Restructures the SEC's Office 
of Credit Ratings to place it within the SEC's Division of 
Trading and Markets.
    Section 808. Office of Municipal Securities to report to 
the Division of Trading and Markets.--Restructures the SEC's 
Office of Municipal Securities to place it within the SEC's 
Division of Trading and Markets.
    Section 809. Independence of Commission Ombudsman.--
Provides that the Ombudsman will be appointed by the SEC's 
Commissioners and reports to the Commission.
    Section 810. Investor Advisory Committee improvements.--
Requires the SEC's Investor Advisory Committee to consult with 
the SEC's Small Business Capital Formation Advisory Committee 
in submitting findings and recommendations to the SEC; requires 
the Investor Advisory Committee to include as a non-voting 
member a member of the Small Business Capital Formation 
Advisory Committee; sets term lengths for members of the 
Investor Advisory Committee.
    Section 811. Duties of Investor Advocate.--Prohibits the 
Investor Advocate from taking a position on pending legislation 
other than legislative changes proposed by the Investor 
Advocate relating to retail investors; requires the Investor 
Advocate to consult with the Advocate for Small Business 
Capital formation in proposing recommendations relating to 
retail investors; and directs the Investor Advocate to advice 
the Advocate for Small Business Capital Formation on issues 
related to small business investors.
    Section 812. Elimination of exemption of Small Business 
Capital Formation Advisory Committee from Federal Advisory 
Committee Act.--Repeals the Small Business Capital Formation 
Advisory Committee's exemption from the Federal Advisory 
Committee Act.
    Section 813. Internal risk controls.--Directs the SEC and 
registered national security associations, in consultation with 
the SEC's chief economist, to develop internal risk controls to 
safeguard market data; requires the operator of the 
Consolidated Audit Trail, in consultation with the SEC's chief 
economist, to develop internal risk controls to safeguard 
market data before the SEC approves a national market system 
plan governing the implementation of the Consolidated Audit 
Trail.
    Section 814. Applicability of notice and comment 
requirements of the Administrative Procedure Act to guidance 
voted on by the Commission.--Subjects SEC statements and 
guidance that implement, interpret, or prescribe law or policy 
to the notice-and-comment requirements of the Administrative 
Procedure Act.
    Section 815. Limitation on pilot programs.--Provides that 
pilot programs established by self-regulatory organizations 
expire five years after they are approved by the SEC, unless 
the SEC issues a rule to permanently continue the pilot program 
or approves the program on a permanent basis.
    Section 816. Procedure for obtaining certain intellectual 
property.--Requires the SEC to obtain a subpoena in order to 
compel the production of source code.
    Section 817. Process for closing investigations.--Directs 
the SEC to establish procedures for closing investigations in a 
timely manner.
    Section 818. Enforcement Ombudsman.--Directs the SEC to 
appoint an Enforcement Ombudsman who reports to the SEC and 
acts as a liaison between the SEC and any person who is the 
subject of an SEC investigation or an administrative or 
judicial action brought by the SEC.
    Section 819. Adequate notice.--Provides that no person can 
be subject to an SEC enforcement action if that person did not 
have adequate notice of the law, rule, or regulation on which 
the action is based; provides that publication of an SEC 
statement or guidance constitutes adequate notice.
    Section 820. Advisory committee on Commission's enforcement 
policies and practices.--Directs the SEC Chair to establish an 
advisory committee to analyze and make recommendations 
regarding the SEC's enforcement policies and practices.
    Section 821. Process to permit recipient of Wells 
notification to appear before Commission staff in-person.--
Directs the SEC to establish a process in which the recipient 
of a Wells notice can make a presentation to SEC staff 
regarding the staff's preliminary recommendation that the SEC 
bring an enforcement action against the recipient of the 
notice.
    Section 822. Publication of enforcement manual.--Directs 
the SEC to publish a manual setting forth the policies and 
procedures the SEC follows in enforcing the securities laws; 
directs the SEC to publish annually an enforcement plan and 
report that sets forth the SEC's enforcement priorities and 
reports on the SEC's enforcement and examination activities for 
the previous year.
    Section 823. Private parties authorized to compel the 
Securities and Exchange Commission to seek sanctions by filing 
civil actions.--Authorizes defendants in administrative 
proceedings brought by the SEC to require the SEC to terminate 
the administrative proceeding; authorizes the SEC to bring a 
civil action seeking the same remedy that it sought in the 
terminated administrative proceeding.
    Section 824. Certain findings required to approve civil 
money penalties against issuers.--Requires the SEC, when 
imposing civil money penalties against issuers, to determine 
whether the violation resulted in direct economic benefit to 
the issuer and whether the penalty will harm the issuer's 
shareholders; requires that such a finding be supported by an 
analysis by the division of Economic and Risk Analysis and be 
certified by the Chief Economist.
    Section 825. Repeal of authority of the Commission to 
prohibit persons from serving as officers or directors.--
Repeals the SEC's authority to prohibit certain persons from 
serving as officers and directors through administrative 
proceedings.
    Section 826. Subpoena duration and renewal.--Prohibits the 
SEC from issuing omnibus orders of investigation of indefinite 
duration; requires SEC action to renew such an order.
    Section 827. Elimination of automatic disqualifications.--
Provides that entities and individuals may not be automatically 
disqualified from using exemptions or registration provisions 
as a result of having been the subject of an order, judgment, 
or decree arising from a governmental action.
    Section 828. Denial of award to culpable whistleblowers.--
Prohibits the SEC from awarding compensation to whistleblowers 
who are complicit in the wrongdoing for which they provided 
information.
    Section 829. Confidentiality of records obtained from 
foreign securities and law enforcement authorities.--Provides 
that the SEC cannot be compelled to produce records obtained 
from foreign securities regulators or foreign law enforcement 
authorities.
    Section 830. Clarification of authority to impose sanctions 
on persons associated with a broker or dealer.--Clarifies that 
the SEC may impose sanctions on persons associated with a 
broker or dealer.
    Section 831. Complaint and burden of proof requirements for 
certain actions for breach of fiduciary duty.--Provides that in 
derivative actions brought under the Investment Company Act 
alleging a breach of fiduciary duty, the plaintiff must state 
with particularity all the facts establishing a breach of 
fiduciary duty, and that the plaintiff must prove the breach of 
fiduciary duty by clear and convincing evidence.
    Section 832. Congressional access to information held by 
the Public Company Accounting Oversight Board.--Directs the 
PCAOB to make information the PCAOB received in connection with 
an inspection or an investigation available to the House 
Financial Services and Senate Banking Committees.
    Section 833. Abolishing Investor Advisory Group.--Directs 
the PCAOB to abolish the Investor Advisory Group.
    Section 834. Repeal of requirement for Public Company 
Accounting Oversight Board to use certain funds for merit 
scholarship program.--Repeals the requirement that the PCAOB 
fund a merit scholarship program and instead remit the funds to 
the Treasury.
    Section 835. Reallocation of fines for violations of rules 
of municipal securities rulemaking board.--Provides that fines 
collected for MSRB rule violations be credited as general 
revenue to the Treasury.

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

    Section 841. Repeal of Department of Labor fiduciary rule 
and requirements prior to rulemaking relating to standards of 
conduct for brokers and dealers.--Repeals the Department of 
Labor's final rule titled ``Definition of the Term `Fiduciary'; 
Conflict of Interest Rule--Retirement Investment Advice''; 
provides that the Department of Labor may not issue a rule 
defining a ``fiduciary'' until 60 days after the SEC issues a 
rule relating to standards of conduct for brokers and dealers; 
provides that if the Department of Labor issues a rule defining 
a ``fiduciary,'' that the Department of Labor's rule must 
prescribe a definition substantially similar to the SEC's and 
that the Department of Labor's rule must impose substantially 
identical standards of care as the SEC has imposed on brokers, 
dealers, and investment advisers; directs the SEC to report to 
the House Financial Services and Senate Banking Committees on 
the costs and benefits of proposed rules relating to standards 
of conduct for brokers and dealers before promulgating such a 
rule.
    Section 842. Exemption from risk retention requirements for 
nonresidential mortgage.--Exempts asset-backed securities made 
up of non-residential mortgages from the Dodd-Frank Act's risk-
retention requirements.
    Section 843. Frequency of shareholder approval of executive 
compensation.--Provides that shareholders be given the 
opportunity to approve executive compensation in those years in 
which the executive compensation of an issuer has materially 
changed from the previous year.
    Section 844. Shareholder Proposals.--Directs the SEC to 
adjust the resubmission thresholds for shareholder proposals; 
directs the SEC to revise the holding requirements for a 
shareholder to submit a proposal by eliminating the option to 
satisfy the holding requirement by holding a certain dollar 
amount and by requiring a shareholder to hold 1 percent of the 
issuer's voting securities, and adjusting the holding period to 
3 years; prohibits an issuer from including shareholder 
proposals by proxies in the issuer's proxy materials.
    Section 845. Prohibition on requiring a single ballot.--
Prohibits the SEC from requiring proxy solicitations to use a 
single ballot for director elections.
    Section 846. Requirement for municipal advisor for issuers 
of municipal securities.--Provides that an issuer of municipal 
securities is not required to retain a municipal advisor before 
issuing securities.
    Section 847. Small issuer exemption from internal control 
evaluation.--Exempts issuers with market capitalizations of 
less than $500 million and depository institutions with assets 
of less than $1 billion from having to comply with internal 
control evaluation requirement of the Sarbanes-Oxley Act.
    Section 848. Streamlining of applications for an exemption 
from the Investment Company Act of 1940.--Sets forth the 
application process for the SEC to grant exemptions from the 
requirements of the Investment Company Act under the SEC's 
general exemptive authority.
    Section 849. Restriction on recovery of erroneously awarded 
compensation.--Provides that the SEC's rules requiring issuers 
to develop policies providing for the recovery of erroneously 
awarded compensation to an executive officer under an 
accounting restatement apply only when the officer had control 
or authority over the financial reporting that resulted in the 
accounting restatement.
    Section 850. Exemptive authority for certain provisions 
relating to registration of nationally recognized statistical 
rating organizations.--Grants the SEC the authority to exempt a 
person from provisions relating to the registration of NRSROs 
if the SEC finds that registration creates a barrier to entry, 
impedes competition, or that such an exemption is in the public 
interest.
    Section 851. Risk-based examinations of Nationally 
Recognized Statistical Rating Organizations.--Directs the SEC 
to conduct risk-based examinations of NRSROs.
    Section 852. Transparency of credit rating methodologies.--
Prohibits the SEC from requiring NRSROs to include in their 
disclosures of rating methodologies references to statutory or 
regulatory requirements; prohibits the SEC from mandating the 
specific format of an NRSRO's disclosure of its rating 
methodology.
    Section 853. Repeal of certain attestation requirements 
relating to credit ratings.--Repeals the requirement that the 
chief executive officer of an NRSRO attest to its internal 
controls over processes for determining credit ratings; repeals 
the requirement that an NRSRO include in its disclosures an 
attestation that the rating was not influenced by business 
activities, that the rating was based solely on the merits of 
the instruments being rated, and that the rating was an 
independent evaluation of the risks and merits of the 
instrument.
    Section 854. Look-back review by NRSRO.--Amends the look-
back requirement for NRSROs to apply only to the lead 
underwriter in reviewing whether conflicts of interests between 
employees of the NRSRO and employees of the person subject to 
the rating or an employee of an issuer, underwriter, or sponsor 
of a security subject to the rating influenced the rating.
    Section 855. Approval of credit rating procedures and 
methodologies.--Provides that an NRSRO's Chief Credit Officer 
may approve an NRSRO's procedures and methodologies.
    Section 856. Exception for providing certain material 
information relating to a credit rating.--Provides that a 
person who markets or sells an NRSRO's products and services 
may provide information to a person who determines or monitors 
a credit rating or who develops and approves methodologies for 
determining a rating as long as the information provided is not 
intended to influence the determination of a credit rating or 
the methodologies used to determine credit ratings.
    Section 857. Repeals.--Repeals certain provisions of title 
IX of the Dodd-Frank Act. In particular:
     In Subtitle A (Increasing Investor Protection), 
repeals the section granting the SEC the authority to engage in 
investor testing; repeals the sections mandating studies on 
investment adviser examinations, financial literacy among 
investors, mutual fund advertising, conflicts of interest, 
access to information on investment advisers and broker-
dealers, and on financial planners and the use of financial 
designations.
     In Subtitle B (Increasing Regulatory Enforcement 
and Remedies), repeals the section granting the SEC the 
authority to restrict mandatory pre-dispute arbitration; 
providing for equal treatment of self-regulatory organization 
rules; providing for short sale reforms; and the section 
mandating studies on extraterritorial private rights of action 
and securities litigation.
     In Subtitle C (Improvements to the Regulation of 
Credit Rating Agencies), repeals the sections on Congress's 
findings on credit ratings and NRSROs, the pleading 
requirements for state of mind in private actions against 
NRSROs, timing of regulations, the elimination of the exemption 
of NRSROs from the fair disclosure rule, and repeals the 
sections mandating studies on credit rating agency 
independence, alternative business models, and the creation of 
an independent professional analyst organization; repeals the 
section mandating a study and rulemaking on assigned credit 
ratings; repeals the section rescinding the exemption from 
expert liability afforded to credit rating agencies under SEC 
Rule 436(g); repeals the section setting forth the sense of 
Congress regarding the SEC's rulemaking authority over NRSROs.
     In Subtitle D (Improvements to the Asset-Backed 
Securitization Process), repeals the section mandating a study 
on the macroeconomic effects of risk retention requirements.
     In Subtitle E (Accountability and Executive 
Compensation), repeals the subsection requiring issuers to 
disclose the ratio of the median annual compensation of all 
employees and the compensation of the chief executive officer; 
repeals the sections mandating disclosure by issuers regarding 
employee and director hedging, enhanced disclosure by financial 
institutions of compensation arrangements for executives, and 
prohibiting certain compensation arrangements.
     In Subtitle F (Improvements to the Management of 
the Securities and Exchange Commission), repeals the sections 
mandating studies on the oversight of national securities 
associations and former SEC employees subsequently employed by 
financial institutions regulated by the SEC; repeals the 
section directing the SEC's Division of Trading and Markets and 
its Division of Investment Management to maintain a staff of 
compliance examiners.
     In Subtitle G (Strengthening Corporate 
Governance), repeals sections permitting the SEC to issue rules 
regarding proxy access and directing the SEC to issue rules 
requiring issuers to explain their chairman and chief executive 
officer structures.
     In Subtitle H (Municipal Securities), repeals 
sections mandating studies of increased disclosure to investors 
in municipal securities and on municipal securities markets; 
repeals the section permitting the SEC to require national 
securities associations to fund the Governmental Accounting 
Standards Board.
     In Subtitle I (Public Company Accounting Oversight 
Board, Portfolio Margining, and Other Matters), repealing 
sections directing the SEC to issue regulations regarding the 
disclosure of securities lending; creating a program for making 
grants to states for the purpose of investigating and 
prosecuting persons selling financial products to senior 
citizens who are not specifically credentialed as having 
special training in advising senior citizens; and directing 
federal financial regulatory agencies to address deficiencies 
identified by their respective inspector general. Also repeals 
sections mandating studies on proprietary trading, person-to-
person lending, the exemption for small issuers from Section 
404(b) of the Sarbanes-Oxley Act, and the subsection mandating 
a study on compliance burdens from Section 404(b) of the 
Sarbanes-Oxley Act on companies with a market capitalization 
between $75 million and $250 million.
    Section 858. Exemption of and reporting by private equity 
fund advisers.--Exempts the advisers to private equity funds 
from the registration and reporting requirements of the 
Investment Advisers Act of 1940.
    Section 859. Records and reports of private funds.--Removes 
references to the Financial Stability Oversight Council and 
systemic risk from the statutory rationale for requiring 
registered investment advisers to maintain and produce records 
and reports.
    Section 860. Definition of accredited investor.--Amends the 
definition of ``accredited investor'' to include natural 
persons whose individual or joint net worth with a spouse 
exceeds $1 million; a natural person having an individual 
income greater than $200,000 or joint income with a spouse 
greater than $300,000 in the two years prior; a natural person 
licensed as a broker or investment adviser; and any natural 
person the SEC determines has the education or job experience 
to qualify as having professional knowledge related to 
investment.
    Section 861. Repeal of certain provisions requiring a study 
and report to Congress.--Repeals certain provisions of title IX 
of the Dodd-Frank Act. In particular, repeals sections 
mandating a study on custody rule costs, a study on the 
criteria for determining ``accredited investors,'' a study on 
the feasibility of a self-regulatory organization to oversee 
private funds, and a study on short selling.
    Section 862. Repeal.--Repeals certain provisions of title 
XV of the Dodd-Frank Act. In particular, repeals sections 
directing the SEC to promulgate regulations regarding the 
following: disclosures relating to conflict minerals 
originating in the Democratic Republic of the Congo; 
disclosures regarding coal or other mine safety; disclosures of 
payments to foreign governments by resource extraction issuers. 
Also repeals sections mandating studies on the effectiveness of 
inspectors general and on core deposits and brokered deposits.

             Subtitle C--Harmonization of Derivatives Rules

    Section 871. Commissions review and harmonization of rules 
relating to the regulation of over-the-counter swaps markets.--
Directs the SEC and CFTC to review rules, orders, and guidance 
issued pursuant to Title VII of the Dodd-Frank Act and to 
resolve inconsistencies.
    Section 872. Treatment of transactions between 
affiliates.--Exempts swap transactions between affiliated 
entities from the swaps rules issued by the SEC and the CFTC.

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

    Section 901. Repeals.--Repeals certain provisions of title 
VI of the Dodd-Frank Act, including Section 619, also known as 
the Volcker Rule. In particular, repeals sections imposing a 
moratorium on the provision of deposit insurance by the FDIC to 
industrial banks, credit card banks, and trust banks owned or 
controlled by a commercial firm; granting the Federal Reserve 
supervisory authority over securities holding companies; 
prohibiting banking entities from engaging in proprietary 
trading or maintaining certain relationships with hedge funds 
and private equity funds; and prohibiting underwriters, 
placement agents, initial purchasers and sponsors of an asset-
backed security engaging in transactions that give rise to a 
conflict of interest with an investor in the security for a 
one-year period. Also repeals the section mandating a study on 
bank investment activities.

            TITLE X--FED OVERSIGHT REFORM AND MODERNIZATION

    Section 1001. Requirements for policy rules of the Federal 
Open Market Committee.--Requires the Federal Reserve to adopt a 
``directive policy rule'' for open market operations; directs 
the GAO to monitor the Federal Reserve's compliance with the 
directive policy rule that the Federal Reserve has adopted and 
report instances of non-compliance to the House Financial 
Services and Senate Banking Committees; authorizes the chairs 
of the House Financial Services and Senate Banking Committees 
to request the Federal Reserve Chair to testify on the Federal 
Reserve's failure to comply with its directive policy rule.
    Section 1002. Federal Open Market Committee blackout 
period.--Defines the term ``blackout period''; specifies the 
public communications that may be made by members of the 
Federal Open Market Committee during the blackout period; 
exempts the Federal Reserve Chair from the blackout period.
    Section 1003. Public transcripts of FOMC meetings.--
Requires the Federal Open Market Committee to record its 
meetings and make full transcripts of its meetings available to 
the public.
    Section 1004. Membership of Federal Open Market 
Committee.--Changes the composition of the Federal Open Market 
Committee by adding a sixth representative from the regional 
Federal Reserve Banks to the Committee; changes the rotation of 
membership on the Federal Open Market Committee among the 
representatives of the regional Federal Reserve Banks so that 
representatives from the Federal Reserve Banks of Boston, 
Philadelphia, Richmond, Chicago, Minneapolis, and Dallas serve 
in odd-numbered calendar years, and representatives from the 
Federal Reserve Banks of New York, Cleveland, Atlanta, St. 
Louis, Kansas City, and San Francisco serve in even-numbered 
calendar years.
    Section 1005. Frequency of testimony of the Chairman of the 
Board of Governors of the Federal Reserve System to Congress.--
Requires the Federal Reserve Chair to testify quarterly before 
the House Financial Services and Senate Banking Committees on 
the conduct of monetary policy and economic developments and 
future prospects for the economy.
    Section 1006. Vice Chairman for Supervision report 
requirement.--Requires the Federal Reserve Vice Chair for 
Supervision to report in the Vice Chair's written testimony on 
the status of pending and anticipated rulemakings by the 
Federal Reserve; provides that the Federal Reserve Vice Chair 
or the Federal Reserve Chair shall testify if the position of 
Vice Chair for Supervision is vacant.
    Section 1007. Salaries, financial disclosures, and office 
staff of the Board of Governors of the Federal Reserve 
System.--Subjects members and employees of the Federal Reserve 
to the same prohibitions and restrictions on financial 
interests, transactions, and outside employment that employees 
of the SEC are subject to; requires members and employees of 
the Federal Reserve to disclose all brokerage accounts and 
authorize the sending of duplicate account statements to the 
Federal Reserve; requires the Federal Reserve to publicly 
disclose the names, salaries, and required financial 
disclosures of Federal Reserve members, officers, and employees 
whose annual salary exceeds the annual rate of pay for GS-15 on 
the General Schedule; and permits each member of the Federal 
Reserve Board to employ at least 2 individuals as office staff.
    Section 1008. Amendments to powers of the Board of 
Governors of the Federal Reserve System.--Amends section 13(3) 
of the Federal Reserve Act to provide that the Federal Reserve 
may exercise its emergency lending authority only if the 
``unusual and exigent circumstances'' identified as the basis 
for the exercise of such authority also ``pose a threat to the 
financial stability of the United States''; to require the 
affirmative vote of at least nine presidents of the regional 
Federal Reserve Banks in addition to the affirmative vote of 
five members of the Federal Reserve Board to exercise the 
emergency lending authority. Directs the Federal Reserve to 
issue rules regarding the sufficiency and acceptability of, 
discounts on, and methods for appraising collateral required to 
secure loans made under the Federal Reserve's emergency lending 
authority. Provides federal banking regulators must certify 
that an institution is solvent before it is eligible to borrow 
under the Federal Reserve's emergency lending authority. 
Directs the Federal Reserve to issue rules regarding minimum 
interest rates to be charged for loans made under its emergency 
lending authority, and defines the minimum interest rate.
    Section 1009. Interest rates on balances maintained at a 
Federal Reserve bank by depository institutions established by 
Federal Open Market Committee.--Provides that the Federal Open 
Market Committee establishes the rate of earnings paid on 
balances maintained at Federal Reserve Banks by depository 
institutions.
    Section 1010. Audit reform and transparency for the Board 
of Governors of the Federal Reserve System.--Directs the GAO to 
annually audit the Federal Reserve Board and Federal Reserve 
Banks and report to Congress on the results of its audit.
    Section 1011. Establishment of a Centennial Monetary 
Commission.--Establishes a Centennial Monetary Commission to 
examine the effect of monetary policy since the creation of the 
Federal Reserve on the U.S. economy and to evaluate the 
effectiveness of the regimes under which the Federal Reserve 
has conducted monetary policy in achieving the maximum 
sustainable level of output and price stability.

   TITLE XI--IMPROVING INSURANCE COORDINATION THROUGH AN INDEPENDENT 
                                ADVOCATE

    Section 1101. Repeal of the Federal Insurance Office; 
Creation of the Office of the Independent Insurance Advocate.--
Abolishes the Federal Insurance Office and establishes the 
Office of the Independent Insurance Advocate to act as an 
independent advocate on behalf of U.S. policyholders on 
prudential aspects of insurance matters; grants the Office of 
the Independent Insurance Advocate the authority to coordinate 
federal efforts on prudential aspects of international 
insurance matters, consult with states regarding insurance 
matters of national importance, to assist the Treasury 
Secretary in administering the Terrorism Reinsurance Program, 
and to observe all aspects of the insurance industry and 
identify issues that could contribute to systemic crises in the 
insurance industry or the U.S. financial system; provides that 
the Independent Insurance Advocate is a voting member of the 
FSOC.
    Section 1102. Treatment of covered agreements.--Requires 
the Treasury Secretary and the U.S. Trade Representative to 
publish in the Federal Register and make available for public 
comment the proposed text of a bilateral or multilateral 
agreement regarding prudential measures relating to insurance 
or reinsurance before the agreement can become effective.

                    TITLE XII--TECHNICAL CORRECTIONS

    Section 1201. Table of contents; Definitional 
corrections.--Makes technical corrections to the Table of 
Contents and Section 2 of the Dodd-Frank Act.
    Section 1202. Antitrust savings clause corrections.--Makes 
technical corrections to Section 6 of the Dodd-Frank Act.
    Section 1203. Title I corrections.--Makes technical 
corrections to Title I of the Dodd-Frank Act.
    Section 1204. Title III corrections.--Makes technical 
corrections to Title III of the Dodd-Frank Act.
    Section 1205. Title IV correction. Makes technical 
corrections to Title IV of the Dodd-Frank Act.
    Section 1206. Title VI corrections.--Makes technical 
corrections to Title VI of the Dodd-Frank Act.
    Section 1207. Title VII corrections.--Makes technical 
corrections to Title VII of the Dodd-Frank Act.
    Section 1208. Title IX corrections. Makes technical 
corrections to Title IX of the Dodd-Frank Act.
    Section 1209. Title X corrections. Makes technical 
corrections to Title X of the Dodd-Frank Act.
    Section 1210. Title XII correction. Makes technical 
corrections to Title XII of the Dodd-Frank Act.
    Section 1211. Title XIV correction.--Makes technical 
corrections to Title XIV of the Dodd-Frank Act.
    Section 1212. Technical corrections to other statutes.--
Makes technical corrections to various federal statutes.

          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 italics, and existing law in which no 
change is proposed is shown in roman):

       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:

Sec. 1. Short title; table of contents.
     * * * * * * *

                      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. 407. Exemption of venture capital fund advisers.
[Sec. 408. Exemption of and record keeping by private equity fund 
          advisers.
[Sec. 409. Family offices.
[Sec. 410. State and Federal responsibilities; asset threshold for 
          Federal registration of investment advisers.
[Sec. 411. Custody of client assets.
[Sec. 412. Adjusting the accredited investor standard.
[Sec. 413. GAO study and report on accredited investors.
[Sec. 414. GAO study on self-regulatory organization for private funds.
[Sec. 415. Commission study and report on short selling.
[Sec. 416. Transition period.
[Sec. 417. Commission study and report on short selling.]
Sec. 407. Exemption of and reporting by venture capital fund advisers.
Sec. 408. Exemption of and reporting by certain private fund advisers.
Sec. 409. Family offices.
Sec. 410. State and Federal responsibilities; asset threshold for 
          Federal registration of investment advisers.
Sec. 411. Custody of client assets.
Sec. 414. Rule of construction relating to the Commodity Exchange Act.
Sec. 418. Qualified client standard.
Sec. 419. Transition period.
     * * * * * * *

  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]Consumer Law 
                           Enforcement Agency

Sec. 1011. Establishment of the [Bureau of Consumer Financial 
          Protection]Consumer Law Enforcement Agency.
     * * * * * * *
[Sec. 1014. Consumer Advisory Board.]
     * * * * * * *

            Subtitle B--General Powers of the [Bureau]Agency

     * * * * * * *
[Sec. 1023. Review of Bureau regulations.]
Sec. 1024. [Supervision of]Authority with respect to certain 
          nondepository covered persons.
[Sec. 1025. Supervision of very large banks, savings associations, and 
          credit unions.]
     * * * * * * *
Sec. 1027. Limitations on authorities of the [Bureau]Agency; 
          preservation of authorities.
[Sec. 1028. Authority to restrict mandatory pre-dispute arbitration.]
     * * * * * * *

             Subtitle C--Specific [Bureau]Agency Authorities

[Sec. 1031. Prohibiting unfair, deceptive, or abusive acts or 
          practices.]
     * * * * * * *

                     Subtitle E--Enforcement Powers

     * * * * * * *
Sec. 1059. Consideration of cost-benefit analysis related to 
          administrative enforcement and civil actions.
     * * * * * * *

                   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

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[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.]

SEC. 2. DEFINITIONS.

  As used in this Act, the following definitions shall apply, 
except as the context otherwise requires or as otherwise 
specifically provided in this Act:
          (1) Affiliate.--The term ``affiliate'' has the same 
        meaning as in [section 3] section 3(w) of the Federal 
        Deposit Insurance Act [(12 U.S.C. 1813)] (12 U.S.C. 
        1813(w)).
          (2) Appropriate federal banking agency.--On and after 
        the transfer date, the term ``appropriate Federal 
        banking agency'' has the same meaning as in section 
        3(q) of the Federal Deposit Insurance Act (12 U.S.C. 
        1813(q)), as amended by title III.
          (3) Board of governors.--The term ``Board of 
        Governors'' means the Board of Governors of the Federal 
        Reserve System.
          [(4) B