S.Amdt. 3764

SA 3764. Mr. VITTER submitted an amendment intended to be proposed to
amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd (for himself and
Mrs. Lincoln)) to the bill S. 3217, to promote the financial stability
of the

[[Page S3040]]

United States by improving accountability and transparency in the
financial system, to end ``too big to fail,'' to protect the American
taxpayer by ending bailouts, to protect consumers from abusive
financial services practices, and for other purposes; which was ordered
to lie on the table; as follows:

On page 1090, between lines 18 and 19, insert the
following:

SEC. 974. EXEMPTION FOR NON-ACCELERATED FILERS.

(a) In General.--Section 404 of the Sarbanes-Oxley Act of
2002 (15 U.S.C. 7262) is amended by adding at the end the
following:
``(c) Exemption for Smaller Issuers.--Subsection (b) shall
not apply with respect to any audit report prepared for an
issuer that is not an accelerated filer, with the meaning of
Rule 12b-2 of the Commission, as in effect on the date of
enactment of this subsection, or any successor thereto.''.
(b) Study.--The Commission and the Comptroller General of
the United States shall jointly conduct a study to
determine--
(1) how the Commission could reduce the burden of complying
with section 404(b) of the Sarbanes-Oxley Act of 2002 for
companies whose market capitalization is between $75,000,000
and $250,000,000 for the relevant reporting period, while
maintaining investor protections for such companies; and
(2) whether any such methods of reducing the compliance
burden or a complete exemption for such companies from
compliance with such section 404(b) would encourage companies
to list on exchanges in the United States in the initial
public offerings of the companies.
(c) Report to Congress.--Not later than 180 days after the
date of enactment of this Act, the Commission and the
Comptroller General shall submit to Congress a report of the
findings under the study required by subsection (b).
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