A bill to amend the securities laws to establish certain thresholds for shareholder registration, and for other purposes.

Amends the Securities Exchange Act of 1934 regarding registration of securities to modify the registration threshold for an issuer that is either a bank or a bank holding company as well as for an issuer that is neither a bank nor a bank holding company.

Raises from $1 million to $10 million the threshold for total assets of an issuer that requires registration of a certain class of equity security. Divides the holding threshold that requires registration of such a class of equity security, however, into: (1) 2,000 holders of record if the issuer is a bank or a bank holding company, and (2) 500 holders of record if the issuer is neither.

Requires termination of a security registration in the case of a bank or a bank holding company if the number of holders of record of the class of security is reduced to less than 1,200.

Directs the Securities and Exchange Commission (SEC) to promulgate implementing regulations.

[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[S. 1941 Introduced in Senate (IS)]

112th CONGRESS
  1st Session
                                S. 1941

   To amend the securities laws to establish certain thresholds for 
           shareholder registration, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            December 5, 2011

  Mrs. Hutchison (for herself, Mr. Pryor, Mr. Crapo, Mr. Blunt, Mrs. 
   McCaskill, Mr. Moran, Mr. Vitter, Mr. Boozman, Mr. Chambliss, Mr. 
  Toomey, Mr. Shelby, and Mr. Wicker) introduced the following bill; 
which was read twice and referred to the Committee on Banking, Housing, 
                           and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
   To amend the securities laws to establish certain thresholds for 
           shareholder registration, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHAREHOLDER REGISTRATION THRESHOLD.

    (a) Amendments to Section 12 of the Securities Exchange Act of 
1934.--Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. 
781(g)) is amended--
            (1) in paragraph (1)--
                    (A) by striking subparagraphs (A) and (B) and 
                inserting the following:
            ``(1) in the case of an issuer that is a bank, as such term 
        is defined in section 3(a)(6) of this title, or a bank holding 
        company, as such term is defined in section (2) of the Bank 
        Holding Company Act of 1956 (12 U.S.C. 1841), 2000 persons or 
        more; and
            ``(2) in the case of an issuer that is not a bank or bank 
        holding company, 500 persons or more,''; and
                    (B) by striking ``commerce shall'' and inserting 
                ``commerce 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 and a class of 
                equity security (other than an exempted security) held 
                of record by''; and
            (2) in paragraph (4), by striking ``three hundred'' and 
        inserting ``300 persons, or, in the case of a bank, as such 
        term is defined in section 3(a)(6), or a bank holding company, 
        as such term is defined in section (2) of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1841), 1200''.
    (b) Amendments to Section 15 of the Securities Exchange Act of 
1934.--Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(d)) is amended, in the third sentence, by striking ``three 
hundred'' and inserting ``300 persons, or, in the case of bank, as such 
term is defined in section 3(a)(6), or a bank holding company, as such 
term is defined in section (2) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1841), 1200''.

SEC. 2. RULEMAKING.

    Not later than one year after the date of enactment of this Act, 
the Commission shall issue final regulations to implement this Act and 
the amendments made by this Act.
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