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H.R. 3124: Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges of 2019


The text of the bill below is as of Jun 5, 2019 (Introduced).


I

116th CONGRESS

1st Session

H. R. 3124

IN THE HOUSE OF REPRESENTATIVES

June 5, 2019

(for himself, Mr. Ryan, and Mr. Gallagher) introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To amend the Sarbanes-Oxley Act of 2002 to require the Public Company Accounting Oversight Board to maintain a list of certain foreign issuers, and for other purposes.

1.

Short title

This Act may be cited as the Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges of 2019 or the EQUITABLE Act of 2019.

2.

Definitions

In this Act—

(1)

the term applicable foreign issuer means a foreign issuer—

(A)

that is required to file a covered form; and

(B)

for which, during the period covered by the filing described in subparagraph (A), a covered foreign public accounting firm has prepared an audit report for the issuer;

(2)

the term audit report has the meaning given the term in section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a));

(3)

the term Board means the Public Company Accounting Oversight Board;

(4)

the term Commission means the Securities and Exchange Commission;

(5)

the term covered foreign public accounting firm means a foreign public accounting firm that the Board is unable to inspect or investigate under the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201 et seq.) because of a position taken by an authority outside of the United States;

(6)

the term covered form

(A)

means—

(i)

the form described in section 249.310 of title 17, Code of Federal Regulations, or any successor regulation; and

(ii)

the form described in section 249.220f of title 17, Code of Federal Regulations, or any successor regulation; and

(B)

includes a form that—

(i)

is the equivalent of, or substantially similar to, the form described in clause (i) or (ii) of subparagraph (A); and

(ii)

a foreign issuer files with the Commission under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) or rules issued under that Act;

(7)

the term covered jurisdiction means the foreign jurisdiction in which the position described in paragraph (5) is taken with respect to a covered foreign public accounting firm that prepares an audit report for an applicable foreign issuer;

(8)

the term exchange has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78a(a));

(9)

the term foreign issuer has the meaning given the term in section 240.3b–4 of title 17, Code of Federal Regulations, or any successor regulation;

(10)

the term foreign public accounting firm has the meaning given the term in section 106(g) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7216(g));

(11)

the term national securities exchange means an exchange that is registered with the Commission under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f); and

(12)

the term public accounting firm has the meaning given the term in section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a)).

3.

Disclosure

(a)

List of certain foreign issuers and covered foreign public accounting firms

(1)

In general

The Commission shall maintain a publicly available list of—

(A)

each foreign issuer, an audit report of which—

(i)

is prepared by a foreign public accounting firm; and

(ii)

the Board is not able to inspect or investigate because of a position taken by an authority that is outside of the United States;

(B)

each covered foreign public accounting firm that has prepared an audit report identified under subparagraph (A); and

(C)

the jurisdiction in which each covered foreign public accounting firm identified under subparagraph (B) is organized or operating.

(2)

Role of the Board

Not less frequently than annually, the Board shall provide to the Commission the information that is required for the Commission to carry out paragraph (1).

(b)

Annual report disclosure

(1)

Disclosure

Each applicable foreign issuer shall disclose in each covered form filed by the applicable foreign issuer—

(A)

that, during the period covered by covered form, a covered foreign public accounting firm has prepared an audit report for the issuer;

(B)

the percentage of the shares of the issuer owned by governmental entities in the foreign jurisdiction in which the issuer is incorporated or otherwise organized;

(C)

whether governmental entities in a covered jurisdiction with respect to any covered foreign public accounting firm that has prepared an audit report for the issuer during the period covered by the form have a controlling financial interest with respect to the issuer; and

(D)

the name of any official of the Chinese Communist Party who is a member of the board of directors of the issuer or the operating entity with respect to the issuer.

(2)

Update of regulations

Not later than 270 days after the date of enactment of this Act, and after providing the opportunity for public notice and comment, the Commission shall make any amendments to the regulations of the Commission that are required as a result of the requirements of this subsection.

(3)

Effective date

This subsection shall take effect on the date on which the Commission completes the amendments required under paragraph (2).

(c)

Disclosure by brokers and dealers

Section 15(n) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(n)) is amended—

(1)

in paragraph (1), by striking Commission may issue and all that follows through the period at the end and inserting the following: “Commission—

(A)

shall issue rules that require a broker and a dealer to disclose, with respect to any advice, analysis, or report of the broker or dealer to a retail investor regarding the securities of a foreign issuer, whether a covered foreign public accounting firm has prepared an audit report for the foreign issuer; and

(B)

in addition to the rules required under subparagraph (A), may issue rules designating documents or information that shall be provided by a broker or dealer to a retail investor before the purchase of an investment product or service by the retail investor.

; and

(2)

by adding at the end the following:

(4)

Definitions

In this subsection, the terms audit report, covered foreign public accounting firm, foreign issuer, and public accounting firm have the meanings given the terms in section 2 of the EQUITABLE Act of 2019.

.

4.

Prohibition against the listing of certain firms on national securities exchanges

(a)

In general

Section 6(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78f(b)) is amended by adding at the end the following:

(11)
(A)

The rules of the exchange prohibit the initial listing, after the date of enactment of this paragraph, of any security of an issuer for which a covered foreign public accounting firm has prepared an audit report.

(B)

Nothing in subparagraph (A) may be construed to prevent an exchange from listing a security on the exchange on or after the date of enactment of this paragraph if that security was listed on the exchange or a national securities exchange before the date of enactment of this paragraph.

(C)

In this paragraph, the terms audit report and covered foreign public accounting firm have the meanings given the terms in section 2 of the EQUITABLE Act of 2019.

(12)
(A)

The rules of the exchange prohibit the listing of any security of a foreign issuer that, beginning in 2025, has been identified under section 3(a)(1)(A) of the EQUITABLE Act of 2019 in 3 consecutive years.

(B)

Nothing in subparagraph (A) may be construed to prevent an exchange from listing a security of a foreign issuer described in that subparagraph beginning on the date on which the issuer submits to the Commission an audit report for the issuer that is prepared by a registered public accounting firm that the Public Company Accounting Oversight Board has inspected, or is able to inspect, under section 104 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214).

(C)

In this paragraph—

(i)

the terms audit report and registered public accounting firm have the meanings given the terms in section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a)); and

(ii)

the terms covered foreign public accounting firm and foreign issuer have the meanings given the terms in section 2 of the EQUITABLE Act of 2019.

.

(b)

Rules

(1)

Proposals

Not later than 90 days after the date of enactment of this Act, each national securities exchange shall, in accordance with section 19(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78s(b)) and any rules prescribed by the Commission under that section, file with the Commission any proposed change to the rules of the exchange that is required as a result of the amendments made by this section.

(2)

Adoption

Not later than 1 year after the date of enactment of this Act, each national securities exchange shall have each proposed change described in paragraph (1) approved by the Commission.