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 the number of holders of record of the class of security is reduced to less than 1,200.
Directs the Chief Economist and the Director of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) to study and make a cost-benefit analysis of shareholder registration thresholds.
[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[S. 556 Introduced in Senate (IS)]
112th CONGRESS
1st Session
S. 556
To amend the securities laws to establish certain thresholds for
shareholder registration, and for other purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
March 10, 2011
Mrs. Hutchison (for herself and Mr. Pryor) 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. STUDY AND REPORT ON REGISTRATION THRESHOLDS.
(a) Study.--
(1) Analysis required.--The Chief Economist and Director of
the Division of Corporation Finance of the Commission shall
jointly conduct a study, including a cost-benefit analysis, of
shareholder registration thresholds.
(2) Costs and benefits.--The cost-benefit analysis under
paragraph (1) shall take into account--
(A) the incremental benefits to investors of the
increased disclosure that results from registration;
(B) the incremental costs to issuers associated
with registration and reporting requirements; and
(C) the incremental administrative costs to the
Commission associated with different thresholds.
(3) Thresholds.--The cost-benefit analysis under paragraph
(1) shall evaluate whether it is advisable to--
(A) increase the asset threshold;
(B) index the asset threshold to a measure of
inflation;
(C) increase the shareholder threshold;
(D) change the shareholder threshold to be based on
the number of beneficial owners; and
(E) create new thresholds based on other criteria.
(b) Report.--Not later than 2 years after the date of enactment of
this Act, the Chief Economist and the Director of the Division of
Corporation Finance of the Commission shall jointly submit to the
Committee on Banking, Housing, and Urban Affairs of the Senate and the
Committee on Financial Services of the House of Representatives a
report that includes--
(1) the findings of the study required under subsection
(a); and
(2) recommendations for statutory changes to improve the
shareholder registration thresholds.
SEC. 3. 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.
<all>
Introduced in Senate
Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
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