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H.R. 5405 (113th): Promoting Job Creation and Reducing Small Business Burdens Act

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The summary below was written by the Congressional Research Service, which is a nonpartisan division of the Library of Congress.

9/16/2014--Passed House amended. Promoting Job Creation and Reducing Small Business Burdens Act - Title I: Business Risk Mitigation and Price Stabilization Act - (Sec. 101) Amends the Commodity Exchange Act (CEA) to exempt, from the rules of prudential regulators for swap dealers and major swap participants with respect to initial and variation margin requirements for swaps not cleared by a registered derivatives clearing organization, those swaps in which one of the counterparties: (1) is eligible for an exception from clearing requirements because it is not a financial entity, uses swaps to hedge or mitigate commercial risk, and notifies the Commodity Futures Trading Commission (CFTC) how it meets financial obligations associated with entering into non-cleared swaps; (2) is eligible for a public interest exemption from swap clearing requirements for certain cooperative entities; or (3) satisfies specified criteria governing treatment of affiliates in connection with clearing requirements.

Amends the Securities Exchange Act of 1934, (SEA 1934) regarding registration and regulation of security-based swap dealers and major security-based swap participants, to exempt from initial and variation margin requirements for swaps not cleared by a registered derivatives clearing organization a security-based swap in which one of the counterparties: (1) qualifies for a specified exception from clearing requirements, or (2) satisfies certain criteria governing the treatment of affiliates.

Title II: Treatment of Affiliate Transactions - (Sec. 201) Amends the CEA and SEA 1934 to revise the treatment of affiliate transactions that may be exempt from clearing requirements to authorize such an exemption only if the affiliate enters into the swap to hedge or mitigate the commercial risk of the person that is not a financial entity (as under current law), provided that an appropriate credit support measure or other mechanism is used if the transfer of commercial risk is addressed by entering into a swap with either: (1) a swap dealer or major swap participant, or (2) a security-based swap with a security- based swap dealer or major security-based swap participant.

Title III: Holding Company Registration Threshold Equalization Act - (Sec. 301) Amends SEA 1934 to require an issuer that is a savings and loan holding company to register with the Securities and Exchange Commission (SEC) if: (1) its assets exceed $10 million, and (2) it has a class of equity security held of record by 2,000 or more persons.

Requires termination of such registration after a savings and loan holding company certifies that its holders of record of that class of security have been reduced to fewer than 1,200 persons.

Suspends automatically the duty of a savings and loan holding company to file supplementary and periodic information if the securities of each class to which the registration statement relates (other than any class of asset-backed securities) are held of record by fewer than 1,200 persons.

Title IV: Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act - (Sec. 401) Amends SEA 1934 to exempt from its registration requirements certain merger and acquisition (M&A) brokers, including any person associated with a broker.

Denies such registration exemption, however, to brokers who: (1) receive, hold, transmit, or have custody of any funds or securities to be exchanged by parties to a transfer of ownership of an eligible privately held company; or (2) engage on behalf of an issuer in a public offering of securities that are either subject to mandatory registration, or with respect to which the issuer must file periodic information, documents, and reports.

Title V: Small Cap Liquidity Reform Act - (Sec. 501) Amends SEA 1934 to establish a pilot liquidity program for equity securities of emerging growth companies (EGCs) with total annual gross revenues of less than $750 million, under which those securities shall be quoted using either: (1) a minimum increment of $0.05 or $0.10, or (2) the increment at which the securities would be quoted without regard to such minimum increments.

Requires that securities of issuers that cease to be EGCs be quoted at the increment at which they would be quoted without regard to the minimum increments established under this Act.

Shields an issuer from liability for losses caused solely by the quoting or trading of its securities at a minimum increment of $0.05 or $0.10, another SEC-authorized increment, or by both such quoting and trading.

Title VI: Improving Access to Capital for Emerging Growth Companies Act - (Sec. 601) Amends the Securities Act of 1933 (Act) to reduce from 21 to 15 the number of days before a "road show" that an emerging growth company (EGC), before its initial public offering (IPO) date, may publicly file a draft registration statement for confidential nonpublic review by the SEC.

(Sec. 602) Prescribes a grace period during which an issuer that was an EGC at the time it filed a registration statement for confidential SEC review, but is no longer one, shall continue to be treated as one if it meets certain criteria.

(Sec. 603) Amends the Jumpstart Our Business Startups Act to direct the SEC to revise its general instructions on Form S-1 to prescribe conditions under which a registration statement that is filed by an issuer (or submitted for confidential review) before its IPO may omit financial disclosure information for historical periods otherwise required.

Title VII: Small Company Disclosure Simplification Act - (Sec. 701) Exempts emerging growth companies and issuers with total annual gross revenues of less than $250 million from the requirements to use Extensible Business Reporting Language (XBRL) for mandatory periodic reporting filed with the SEC. Allows such companies, however, to elect to use XBRL for such reporting.

(Sec. 702) Directs the SEC to: (1) analyze the costs and benefits to such issuers of the requirements to use XBRL for mandatory periodic reporting; and (2) report to certain congressional committees on the results of such analysis as well as on progress in implementing XBRL reporting within the SEC, and the use of XBRL data by the SEC and by investors.

Title VIII: Restoring Proven Financing for American Employers Act - (Sec. 801) Amends the Bank Holding Company Act of 1956 regarding certain prohibitions on proprietary trading by banking entities and certain relationships with hedge funds and private equity funds (Volcker Rule).

Prohibits the Volcker Rule from being construed to require divestiture, before July 21, 2017, of any debt securities of collateralized loan obligations issued before January 31, 2014.

States that a banking entity shall not be considered to have an ownership interest in a collateralized loan obligation because it either acquires, has acquired, or retains a debt security in such obligation if the debt security has no indicia of ownership other than the right of the banking entity to participate in the removal for cause, or in the selection of a replacement after removal for cause or resignation, of an investment manager or investment adviser of the collateralized loan obligation.

Title IX: SBIC Advisers Relief Act - (Sec. 901) Amends the Investment Advisers Act of 1940 to exempt specified advisers of small business investment companies (SBICs) from certain: (1) SEC registration requirements with respect to the provision of investment advice relating to venture capital funds, and (2) SEC registration and reporting requirements regarding assets under management of private funds.

(Sec. 903) Provides the same exemption with respect to any state or local law requiring the registration, licensing, or qualifications of investment advisers.

Title X: Disclosure Modernization and Simplification Act - (Sec. 1001) Directs the SEC to: (1) issue regulations permitting issuers to submit a summary page on annual and transition report form 10-K if each item on that page cross-references the material contained in form 10-K; (2) revise regulation S-K in order to reduce the burden on smaller issuers, including emerging growth companies, accelerated filers, and smaller reporting companies while still providing all material information to investors; and (3) eliminate duplicative, overlapping, outdated, or unnecessary provisions in the regulation.

(Sec. 1003) Directs the SEC to study ways to: (1) modernize and simplify the requirements in regulation S-K, (2) improve the readability and navigability of disclosure documents, and (3) discourage repetition and disclosure of immaterial information. Directs the SEC to issue a proposed rule to implement any recommendations.

Title XI: Encouraging Employee Ownership Act - (Sec. 1101) Directs the SEC to revise regulations to require an issuer to furnish investors with additional specified disclosures regarding compensatory benefit plans if the aggregate sales price or amount of securities sold during any consecutive 12-month period exceeds $10 million (currently $5 million), indexed for inflation every five years.