[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 mat