H.R. 9329

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 9329 Introduced in House (IH)]

<DOC>

119th CONGRESS
2d Session
H. R. 9329

To make improvements to the securities laws, and for other purposes.

_______________________________________________________________________

IN THE HOUSE OF REPRESENTATIVES

June 18, 2026

Mrs. Wagner (for herself, Mr. Downing, Mr. Sessions, and Mr. Huizenga) 
introduced the following bill; which was referred to the Committee on 
Financial Services

_______________________________________________________________________

A BILL

To make improvements to the securities laws, 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. SHORT TITLE; TABLE OF CONTENTS.

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

Sec. 1. Short title; table of contents.
TITLE I--SEC REGULATORY ACCOUNTABILITY

Sec. 101. Consideration by the Securities and Exchange Commission of 
the costs and benefits of regulations and 
certain other agency actions of the 
Commission.
TITLE II--SEC TRANSPARENCY

Sec. 201. Semiannual testimony to Congress regarding activities of the 
Securities and Exchange Commission.
TITLE III--SEC CYBERSECURITY

Sec. 301. GAO audit of information technology infrastructure and 
handling of data.
TITLE IV--REVIEW THE EXPANSION OF GOVERNMENT

Sec. 401. Consideration of cumulative effect of regulations required.
TITLE V--STREAMLINING PUBLIC COMPANY ACCOUNTING OVERSIGHT

Sec. 501. Transfer of Public Company Accounting Oversight Board to 
Securities and Exchange Commission.
Sec. 502. Establishment; administrative provisions.
Sec. 503. Registration with the Office.
Sec. 504. Auditing, quality control, standards, and rules.
Sec. 505. Foreign public accounting firms.
Sec. 506. Funding.
Sec. 507. Definitions.
Sec. 508. Technical and conforming amendments.
Sec. 509. Rule of construction with respect to cooperative 
arrangements.
Sec. 510. Regulations.
Sec. 511. Effective date.
TITLE VI--STUDY REGARDING MAJOR RULES ISSUED BY THE SECURITIES AND 
EXCHANGE COMMISSION

Sec. 601. GAO study regarding major rules.
TITLE VII--MINIMUM PUBLIC COMMENT PERIOD

Sec. 701. Minimum public comment period.
TITLE VIII--SECURITIES ENFORCEMENT CLARITY

Sec. 801. Determination of the number of violations.
TITLE IX--SEC MODERNIZATION

Sec. 901. Commission organization.

TITLE I--SEC REGULATORY ACCOUNTABILITY

SEC. 101. CONSIDERATION BY THE SECURITIES AND EXCHANGE COMMISSION OF 
THE COSTS AND BENEFITS OF REGULATIONS AND CERTAIN OTHER 
AGENCY ACTIONS OF THE COMMISSION.

Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w) 
is amended by adding at the end the following:
``(e) Consideration of Costs and Benefits.--
``(1) Considerations before proposing a regulation.--Before 
proposing a regulation, the Commission shall--
``(A) clearly identify the nature and source of the 
problem that the regulation is designed to address, as 
well as assess the significance of that problem, to 
enable assessment of whether any new regulation is 
warranted; and
``(B) ensure that the regulation would be within 
the Commission's jurisdiction and that the Commission 
has sufficient experience and expertise to regulate the 
subject matter covered by the regulation.
``(2) Requirements for issuing a proposed or final 
regulation.--
``(A) In general.--In issuing a proposed or final 
regulation, the Commission shall--
``(i) clearly identify the market 
participants who will be impacted by the 
regulation;
``(ii) utilize the Chief Economist of the 
Commission to assess the costs and benefits, 
both qualitative and quantitative, of the 
regulation, both on the regulation's own and 
cumulatively with other existing and related 
proposed regulations;
``(iii) only issue the regulation if the 
Commission makes a reasoned determination that 
the benefits of the regulation justify the 
costs of the regulation;
``(iv) ensure that the regulation is 
accessible, consistent, written in plain 
language, and easy to understand; and
``(v) ensure that the length of the public 
comment period is commensurate with the 
complexity of the regulation and the expected 
public interest in the rulemaking.
``(B) Inclusion of information in a proposed or 
final regulation.--In issuing a proposed or final 
regulation, the Commission shall include in the 
regulation--
``(i) the results of the identifications 
and assessments required under clauses (i) and 
(ii) of subparagraph (A) with respect to the 
regulation;
``(ii) an explanation of why the regulation 
meets the regulatory objectives of the 
Commission more effectively than other 
available alternatives;
``(iii) a description of how the Commission 
intends the regulation to interact with 
existing regulations and proposed regulations; 
and
``(iv) a justification of the length of the 
public comment period for the regulation.
``(3) Considerations and actions.--
``(A) Required actions.--In deciding whether and 
how to regulate, the Commission shall assess the costs 
and benefits of available regulatory alternatives, 
including the alternative of not regulating, and choose 
the approach that maximizes benefits net of costs, to 
the extent quantifiable. Specifically, the Commission 
shall--
``(i) consistent with the requirements of 
section 3(f) (15 U.S.C. 78c(f)), section 2(b) 
of the Securities Act of 1933 (15 U.S.C. 
77b(b)), section 202(c) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-2(c)), and 
section 2(c) of the Investment Company Act of 
1940 (15 U.S.C. 80a-2(c)), consider whether a 
rulemaking (both on the regulation's own and 
cumulatively with other existing and proposed 
regulations), in addition to being in the 
interest of protecting investors, will promote 
efficiency, competition, and capital formation; 
and
``(ii) evaluate whether a regulation is 
inconsistent, incompatible, or duplicative of 
other Federal regulations.
``(B) Additional considerations.--In addition, in 
making a reasoned determination under paragraph 
(2)(A)(iii) of the costs and benefits of a regulation, 
the Commission shall, to the extent that each is 
relevant to the particular regulation, take into 
consideration the impact of the regulation on--
``(i) investor choice;
``(ii) market liquidity in the securities 
markets;
``(iii) small businesses;
``(iv) competition in the marketplace; and
``(v) investor access.
``(4) Post-adoption impact assessment.--
``(A) In general.--Whenever the Commission issues a 
final regulation that is a `major rule' (as defined 
under section 804 of title 5, United States Code), it 
shall state, in the regulation, the following:
``(i) The purposes and intended 
consequences of the regulation.
``(ii) Appropriate post-implementation 
quantitative and qualitative metrics to measure 
the economic impact of the regulation and to 
measure the extent practicable to which the 
regulation has accomplished the stated 
purposes.
``(iii) The assessment plan that will be 
used, consistent with the requirements of 
subparagraph (B).
``(iv) Any unintended or negative 
consequences that the Commission foresees may 
result from the regulation.
``(B) Requirements of assessment plan and report.--
``(i) Requirements of plan.--For each 
regulation described under subparagraph (A), 
the Commission shall establish an assessment 
plan, which shall--
``(I) identify the costs, benefits, 
and intended and unintended 
consequences as identified in the 
rulemaking release of the regulation; 
and
``(II) specify the data to be 
collected, the methods for collection 
and analysis of the data, and a date 
for completion of the assessment.
``(ii) Timing of assessment plan report.--A 
report on each completed assessment plan 
described under clause (i) shall be submitted 
by the Chief Economist to the Commission not 
later than the end of the 4-year period 
beginning on the date the applicable regulation 
is issued, unless the Commission, at the 
request of the Chief Economist, publishes at 
least 90 days before the end of such period a 
notice in the Federal Register extending the 
date and providing specific reasons why an 
extension is necessary.
``(iii) Public comment.--Not later than 30 
days after the Commission receives an 
assessment plan report under clause (ii), the 
Commission shall publish the report in the 
Federal Register for public comment.
``(5) Regulation defined.--In this subsection, 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; and
``(iv) a regulation that is certified by 
the agency to be an emergency action, if such 
certification is published in the Federal 
Register.''.

TITLE II--SEC TRANSPARENCY

SEC. 201. SEMIANNUAL TESTIMONY TO CONGRESS REGARDING ACTIVITIES OF THE 
SECURITIES AND EXCHANGE COMMISSION.

Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is 
amended by adding at the end the following:
``(k) Semiannual Testimony to Congress.--The Chairman of the 
Commission shall, not less than once every 6 months after the date of 
the enactment of this subsection, testify before the Committee on 
Financial Services of the House of Representatives and the Committee on 
Banking, Housing, and Urban Affairs of the Senate on the activities of 
the Commission. At least once annually, the Commissioners shall join 
the Chairman with respect to testifying pursuant to the preceding 
sentence.''.

TITLE III--SEC CYBERSECURITY

SEC. 301. GAO AUDIT OF INFORMATION TECHNOLOGY INFRASTRUCTURE AND 
HANDLING OF DATA.

The Comptroller General of the United States shall, not later than 
1 year after the date of the enactment of this Act--
(1) perform an independent audit of the information 
technology (IT) infrastructure of the Securities and Exchange 
Commission and the Commission's handling of data, including--
(A) a comparison of the Commission's IT spending to 
other Federal financial regulators, including--
(i) the total amount spent on IT equipment 
and services; and
(ii) the amount of IT spending in 
proportion to each regulator's total spending;
(B) examining the quality and effectiveness of the 
Commission's IT contracting;
(C) determining if the Commission's data and 
cybersecurity systems and procedures are sufficient; 
and
(D) examining any recent Commission IT or data 
events, such as breaches or hacks, that may have 
compromised the Commission's IT infrastructure or 
exposed a vulnerability; and
(2) provide to the Commission, the Committee on Financial 
Services of the House of Representatives, and the Committee on 
Banking, Housing, and Urban Affairs of the Senate a report 
containing--
(A) all findings and determinations made in 
conducting the audit; and
(B) recommendations for steps that can be taken to 
improve the Commission's IT infrastructure.

TITLE IV--REVIEW THE EXPANSION OF GOVERNMENT

SEC. 401. CONSIDERATION OF CUMULATIVE EFFECT OF REGULATIONS REQUIRED.

(a) Rules Under the Securities Act of 1933.--Section 2(b) of the 
Securities Act of 1933 (15 U.S.C. 77b(b)) is amended by inserting ``, 
when considered individually or cumulatively with other related rules 
or regulations or other related and recent proposed rules or 
regulations,'' before ``will promote''.
(b) Rules Under the Securities Exchange Act of 1934.--Section 
23(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78w(a)(2)) 
is amended by inserting ``, when considered individually or 
cumulatively with other related rules or regulations or other related 
and recent proposed rules or regulations,'' after ``which would''.
(c) Rules Under the Investment Company Act of 1940.--Section 2(c) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(c)) is amended 
by inserting ``, when considered individually or cumulatively with 
other related rules or regulations or other related and recent proposed 
rules or regulations,'' before ``will promote''.
(d) Rules Under the Investment Advisers Act of 1940.--Section 
202(c) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(c)) is 
amended by inserting ``, when considered individually or cumulatively 
with other related rules or regulations or other related and recent 
proposed rules or regulations,'' before ``will promote''.

TITLE V--STREAMLINING PUBLIC COMPANY ACCOUNTING OVERSIGHT

SEC. 501. TRANSFER OF PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD TO 
SECURITIES AND EXCHANGE COMMISSION.

(a) Global Amendments.--Except as otherwise provided under this 
title, title I of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7211 et 
seq.) is amended--
(1) in the title heading, by striking ``PUBLIC COMPANY 
ACCOUNTING OVERSIGHT BOARD'' and inserting ``OFFICE OF PUBLIC 
ACCOUNTING OVERSIGHT'';
(2) by striking ``the Board'' each place it appears and 
inserting ``the Office'';
(3) by striking ``The Board'' each place it appears and 
inserting ``The Office''; and
(4) by striking ``the Board's'' each place it appears and 
inserting ``the Office's''.
(b) Repeals.--Sections 104, 105, and 107 of the Sarbanes-Oxley Act 
of 2002 (15 U.S.C. 7214; 15 U.S.C. 7215; 15 U.S.C. 7217) are repealed.
(c) References.--Beginning on the date that is 2 years after the 
date of the enactment of this Act, any reference to the Public Company 
Accounting Oversight Board in any law, regulation, map, document, 
record, or other paper of the United States shall be deemed to be a 
reference to the Office of Public Accounting Oversight of the Office of 
the Chief Accountant of the Securities and Exchange Commission.
(d) Termination of Existing Board.--The Public Company Accounting 
Oversight Board shall terminate on the date that is 2 years after the 
date of the enactment of this Act.

SEC. 502. ESTABLISHMENT; ADMINISTRATIVE PROVISIONS.

(a) In General.--Section 101 of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7211) is amended--
(1) by amending subsection (a) to read as follows:
``(a) Establishment of Office.--There is established in the Office 
of the Chief Accountant of the Commission an Office of Public 
Accounting Oversight, to oversee the audit of companies that are 
subject to the securities laws, and related matters, in order to 
protect the interests of investors and further the public interest in 
the preparation of informative, accurate, and independent audit 
reports.'';
(2) by amending subsection (b) to read as follows:
``(b) Director.--The Chief Accountant of the Office of the Chief 
Accountant of the Commission shall serve as the Director of the Office 
of Public Accounting Oversight.'';
(3) in subsection (c)--
(A) in the heading, by striking ``the Board'' and 
inserting ``the Office'';
(B) by striking ``, subject to action by the 
Commission under section 107, and once a determination 
is made by the Commission under subsection (d) of this 
section'';
(C) in paragraph (3), by striking ``section 104'' 
and inserting ``subsection (e)'';
(D) in paragraph (4), by striking ``section 105'' 
and inserting ``subsection (f)'';
(E) in paragraph (5)--
(i) by striking ``the Board (or the 
Commission, by rule or order)'' and inserting 
``the Commission''; and
(ii) by inserting ``and'' after the 
semicolon;
(F) in paragraph (6)--
(i) by striking ``the rules of the Board'' 
and inserting ``the rules of the Commission''; 
and
(ii) by striking ``; and'' and inserting a 
period; and
(G) by striking paragraph (7);
(4) in subsection (d)--
(A) by striking ``The members of the Board'' and 
inserting ``The Chief Accountant of the Commission'';
(B) by striking ``270 days after the date of 
enactment of this Act'' and inserting ``1 year after 
the date of the enactment of the Streamlining Public 
Company Accounting Oversight Act''; and
(C) by striking the last sentence;
(5) by striking subsections (e), (f), and (g);
(6) by inserting after subsection (d) the following:
``(e) Inspections of Registered Public Accounting Firms.--The 
Office shall conduct a continuing program of inspections to assess the 
degree of compliance of each registered public accounting firm and 
associated persons of that firm with this Act, the rules of the 
Commission, or professional standards, in connection with its 
performance of audits, issuance of audit reports, and related matters 
involving issuers.
``(f) Investigations and Disciplinary Proceedings.--The Commission 
shall establish, by rule, fair procedures for the investigation and 
disciplining of registered public accounting firms and associated 
persons of such firms.''; and
(7) by striking subsection (h).
(b) Publication of Rules.--The Director of the Office of Public 
Accounting Oversight shall, promptly after the creation of the Office, 
cause to be published in the Federal Register all rules that are 
transferred to the jurisdiction of the Office pursuant to section 2 
upon the termination of the Public Company Accounting Oversight Board.

SEC. 503. REGISTRATION WITH THE OFFICE.

Section 102 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7212) is 
amended--
(1) in the section heading by striking ``the board'' and 
inserting ``the office'';
(2) in subsection (b)(2)(H), by striking ``the Board or''; 
and
(3) in subsection (c)(2), by striking ``for purposes of 
sections 105(d) and 107(c)''.

SEC. 504. AUDITING, QUALITY CONTROL, STANDARDS, AND RULES.

Section 103 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7213) is 
amended--
(1) in the heading, by striking ``and independence 
standards'' and inserting ``standards,'';
(2) in subsection (a)(3)--
(A) in subparagraph (A)(i), by striking ``, subject 
to the terms of section 107,'';
(B) by striking subparagraph (B); and
(C) by redesignating subparagraph (C) as 
subparagraph (B);
(3) in subsection (c) in the heading of paragraph (2), by 
striking ``Board'' and inserting ``Office''; and
(4) in subsection (d), by striking ``101(h)'' and inserting 
``101(g)''.

SEC. 505. FOREIGN PUBLIC ACCOUNTING FIRMS.

Section 106 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7216) is 
amended--
(1) in the heading of subsection (a)(2), by striking 
``Board'' and inserting ``Office''; and
(2) in subsection (c)--
(A) by striking ``and the Board, subject to the 
approval of the Commission, may,''; and
(B) by striking ``(or Board)''.

SEC. 506. FUNDING.

Section 109 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7219) is 
amended--
(1) by amending subsection (b) to read as follows:
``(b) Annual Budgets.--
``(1) Standard setting body.--The standard setting body 
referred to in subsection (a) shall establish a budget for each 
fiscal year, which shall be reviewed and approved according to 
their respective internal procedures not less than 1 month 
prior to the commencement of the fiscal year to which the 
budget pertains.
``(2) The office.--The Commission shall establish the 
budget for the Office for each fiscal year.'';
(2) in subsection (c)--
(A) by amending paragraph (1) to read as follows:
``(1) Recoverable budget expenses.--
``(A) Standard setting body.--The budget of the 
standard setting body referred to in subsection (a) for 
each fiscal year shall be payable from annual 
accounting support fees, in accordance with subsections 
(d) and (e). Accounting support fees and other receipts 
of such standard-setting body shall not be considered 
public monies of the United States.
``(B) The office.--The budget of the Office 
(reduced by any registration or annual fees received 
under section 102(f) for the year preceding the year 
for which the budget is being computed) for each fiscal 
year may be payable from annual accounting support 
fees, in accordance with subsections (d) and (e). 
Accounting support fees and other receipts of the 
Office.'';
(B) in paragraph (2), by striking ``shall'' and 
inserting ``may'';
(3) in subsection (d)--
(A) in the heading, by striking ``the Board'' and 
inserting ``the Office'';
(B) in paragraph (1), by striking ``The Board shall 
establish, with the approval of the Commission,'' and 
inserting ``The Commission may establish'';
(C) in paragraph (2), by striking ``shall'' and 
inserting ``may''; and
(D) by striking paragraph (3);
(4) in subsection (j)--
(A) by striking ``either the Board,''; and
(B) by striking ``, or both,''; and
(5) by striking subsection (k).

SEC. 507. DEFINITIONS.

Section 110 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7220) is 
amended--
(1) by redesignating paragraphs (5) and (6) as paragraphs 
(6) and (7); and
(2) by inserting after paragraph (4) the following:
``(5) Office.--The term `Office' means the Office of Public 
Accounting Oversight of the Office of the Chief Accountant of 
the Commission.''.

SEC. 508. TECHNICAL AND CONFORMING AMENDMENTS.

(a) Definitions.--Section 2(a)(9)(C) of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7201) is amended by striking ``, 101(c), 105, and 
107(c) and the rules of the Board and Commission issued thereunder'' 
and inserting ``and 101(c) and the rules of the Commission 
thereunder''.
(b) Exemption Authority.--Section 201(b) of the Sarbanes-Oxley Act 
of 2002 (15 U.S.C. 7231(b)) is amended--
(1) by striking ``The Board may'' and inserting ``The 
Commission may''; and
(2) by striking ``in the same manner as for rules of the 
Board under section 107''.
(c) Self-Regulatory Organization.--Section 603(y)(3) of the 
Consumer Credit Protection Act (15 U.S.C. 1681a(y)(3)) is amended by 
striking ``any entity established under title I of the Sarbanes-Oxley 
Act of 2002,''.
(d) Clerical Amendment.--The table of contents in section 1(b) of 
the Sarbanes-Oxley Act of 2002 is amended--
(1) by striking the item relating to title I and inserting 
the following new item:

``TITLE I--OFFICE OF PUBLIC ACCOUNTING OVERSIGHT'';

(2) in the item relating to section 102, by striking ``the 
Board'' and inserting ``the Office'';
(3) in the item relating to section 103, by striking ``and 
independence standards'' and inserting ``standards,''; and
(4) by striking the items relating to sections 104, 105, 
and 107.

SEC. 509. RULE OF CONSTRUCTION WITH RESPECT TO COOPERATIVE 
ARRANGEMENTS.

Nothing in this title, or the amendments made by this title, shall 
be construed to invalidate or otherwise affect a cooperative 
arrangement between the Public Company Accounting Oversight Board and a 
foreign auditor oversight authority (as defined in section 2(a) of the 
Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) in effect on the date 
that is 2 years after the date of the enactment of this Act.

SEC. 510. REGULATIONS.

The Securities and Exchange Commission may issue such regulations 
as may be necessary to carry out this title.

SEC. 511. EFFECTIVE DATE.

The amendments made by this title shall take effect on the date 
that is 2 years after the date of the enactment of this Act.

TITLE VI--STUDY REGARDING MAJOR RULES ISSUED BY THE SECURITIES AND 
EXCHANGE COMMISSION

SEC. 601. GAO STUDY REGARDING MAJOR RULES.

Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d), 
as amended by section 401, is further amended by adding at the end the 
following:
``(m) GAO Study Regarding Major Rules.--
``(1) Study required.--
``(A) In general.--Subject to subparagraph (C), not 
later than 1 year after the date of the enactment of 
this subsection, and every 3 years thereafter, the 
Comptroller General of the United States shall carry 
out a study on each of the major rules issued by the 
Commission since the last such review.
``(B) Elements.--The study required under 
subparagraph (A) shall include, with respect to each 
major rule described in such subparagraph--
``(i) a cost benefit analysis of such major 
rule;
``(ii) a comparison between the cost 
benefit analysis under clause (i) and the cost 
benefit analysis for the same major rule 
carried out by the Commission;
``(iii) a comparison between the projected 
costs of the major rule and the actual costs of 
the major rule; and
``(iv) an evaluation of whether each major 
rule--
``(I) facilitates capital 
formation;
``(II) promotes fair, efficient 
markets; and
``(III) protects investors.
``(C) Special rule.--If a study required under 
subparagraph (A) would apply to more than 10 major 
rules, the Comptroller General shall review only the 10 
major rules that are the most significant, as 
determined by the Comptroller General.
``(2) Report.--Not later than 1 year after completing a 
study under paragraph (1), the Comptroller General 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--
``(A) the results of such study; and
``(B) with respect to any major rule reviewed in 
such study that has not yet been fully implemented by 
the Commission, a statement that the Comptroller 
General is unable to fully analyze the costs of the 
major rule at the time the report is submitted.
``(3) Major rule defined.--In this subsection, the term 
`major rule' has the meaning given the term in section 804 of 
title 5, United States Code.''.

TITLE VII--MINIMUM PUBLIC COMMENT PERIOD

SEC. 701. MINIMUM PUBLIC COMMENT PERIOD.

Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d), 
as amended by section 601, is further amended by adding at the end the 
following:
``(n) Minimum Public Comment Period.--
``(1) In general.--With respect to a proposed rulemaking 
for which a public comment period is required under section 553 
of title 5, United States Code, the Commission shall provide a 
public comment period of--
``(A) at least 60 days; or
``(B) if the Commission determines the proposed 
rule addresses imminent investor harm, at least 30 
days.
``(2) Calculation of periods.--For purposes of calculating 
the number of days in a period under paragraph (1) with respect 
to a proposed rulemaking--
``(A) a Federal holiday shall not be counted; and
``(B) the period shall begin on the date the 
proposed rule is published in the Federal Register.''.

TITLE VIII--SECURITIES ENFORCEMENT CLARITY

SEC. 801. DETERMINATION OF THE NUMBER OF VIOLATIONS.

(a) Securities Act of 1933.--The Securities Act of 1933 is 
amended--
(1) in section 8A(g) (15 U.S.C. 77h-1(g)), by adding at the 
end the following:
``(4) Determination of number of violations.--For purposes 
of determining the number of violations for which to impose 
penalties under paragraph (1), separate acts of noncompliance 
are a single violation when the acts are the result of--
``(A) a common or a substantially overlapping 
originating cause;
``(B) the same misstatement or omission; or
``(C) a continuing failure to comply.''; and
(2) in section 20(d) (15 U.S.C. 77t(d)), by adding at the 
end the following:
``(5) Determination of number of violations.--For purposes 
of determining the number of violations for which to impose 
penalties under paragraph (1), separate acts of noncompliance 
are a single violation when the acts are the result of--
``(A) a common or a substantially overlapping 
originating cause;
``(B) the same misstatement or omission; or
``(C) a continuing failure to comply.''.
(b) Securities Exchange Act of 1934.--The Securities Exchange Act 
of 1934 is amended--
(1) in section 21(d)(3) (15 U.S.C. 78u(d)(3)), by adding at 
the end the following:
``(E) Determination of number of violations.--For purposes 
of determining the number of violations for which to impose 
penalties under subparagraph (A)(i), separate acts of 
noncompliance are a single violation when the acts are the 
result of--
``(i) a common or a substantially overlapping 
originating cause;
``(ii) the same misstatement or omission; or
``(iii) a continuing failure to comply.'';
(2) in section 21B(a) (15 U.S.C. 78u-2(b)), by adding at 
the end the following:
``(3) Determination of number of violations, acts, or 
omissions.--For purposes of determining the number of 
violations, acts, or omissions for which to impose penalties 
under this subsection, separate acts of noncompliance are a 
single violation, act, or omission when the acts are the result 
of--
``(A) a common or a substantially overlapping 
originating cause;
``(B) the same misstatement or omission; or
``(C) a continuing failure to comply.''; and
(3) in section 32 (15 U.S.C. 78ff), by adding at the end 
the following:
``(d) Determination of Number of Violations.--For purposes of 
determining the number of violations for which to impose penalties 
under subsection (c), separate acts of noncompliance are a single 
violation when the acts are the result of--
``(1) a common or a substantially overlapping originating 
cause;
``(2) the same misstatement or omission; or
``(3) a continuing failure to comply.''.
(c) Investment Company Act of 1940.--The Investment Company Act of 
1940 is amended--
(1) in section 9(d) (15 U.S.C. 80a-9(d)), by adding at the 
end the following:
``(5) Determination of number of violations, acts, or 
omissions.--For purposes of determining the number of 
violations, acts, or omissions for which to impose penalties 
under paragraph (1), separate acts of noncompliance are a 
single violation, act, or omission when the acts are the result 
of--
``(A) a common or a substantially overlapping 
originating cause;
``(B) the same misstatement or omission; or
``(C) a continuing failure to comply.''; and
(2) in section 42(e) (15 U.S.C. 80a-41(e)), by adding at 
the end the following:
``(5) Determination of number of violations.--For purposes 
of determining the number of violations for which to impose 
penalties under paragraph (1), separate acts of noncompliance 
are a single violation when the acts are the result of--
``(A) a common or a substantially overlapping 
originating cause;
``(B) the same misstatement or omission; or
``(C) a continuing failure to comply.''.
(d) Investment Advisors Act of 1940.--The Investment Advisers Act 
of 1940 is amended--
(1) in section 203(i) (15 U.S.C. 80b-3(i)), by adding at 
the end the following:
``(5) Determination of number of violations, acts, or 
omissions.--For purposes of determining the number of 
violations, acts, or omissions for which to impose penalties 
under paragraph (1), separate acts of noncompliance are a 
single violation, act, or omission when the acts are the result 
of--
``(A) a common or a substantially overlapping 
originating cause;
``(B) the same misstatement or omission; or
``(C) a continuing failure to comply.''; and
(2) in section 209(e) (15 U.S.C. 80b-9(e)), by adding at 
the end the following:
``(5) Determination of number of violations.--For purposes 
of determining the number of violations for which to impose 
penalties under paragraph (1), separate acts of noncompliance 
are a single violation when the acts are the result of--
``(A) a common or a substantially overlapping 
originating cause;
``(B) the same misstatement or omission; or
``(C) a continuing failure to comply.''.

TITLE IX--SEC MODERNIZATION

SEC. 901. COMMISSION ORGANIZATION.

(a) Review of the Organization of the Commission.--
(1) Review required.--Not later than 180 days after the 
date of enactment of this Act, the Chairman of the Securities 
and Exchange Commission shall conduct a review of the 
organizational structure of the Commission, including the 
offices and officials that report directly to the Chairman.
(2) Reorganization.--Not later than 90 days after 
completing the review required under paragraph (1), the 
Chairman shall, to the extent practicable and consistent with 
applicable law, reduce the number of offices and officials 
reporting directly to the Chairman by reassigning such offices 
and officials within the organizational structure of the 
Commission.
(3) Report.--Not later than 30 days after completing the 
reorganization required under paragraph (2), the Chairman 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 containing--
(A) a description of the offices and officials that 
reported directly to the Chairman on the date of 
enactment of this Act;
(B) an identification of the offices and officials 
whose reporting relationships are required by statute;
(C) a description of the changes made pursuant to 
paragraph (2);
(D) an identification of any offices or officials 
that continue to report directly to the Chairman and 
the reasons such reporting relationships were retained; 
and
(E) any legislative recommendations for further 
reducing the number of offices and officials reporting 
directly to the Chairman.
(4) Preservation of commission authority.--This subsection 
shall not prohibit the Commission from reorganizing the offices 
described in this subsection in the future, if the Commission 
determines such reorganization is necessary or appropriate in 
the public interest or for the protection of investors.
(b) Regional Office Consolidation.--The Securities and Exchange 
Commission shall, if the Commission determines it appropriate, 
consolidate the regional offices of the Commission.
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