S.Amdt. 3785

SA 3785. Mrs. HUTCHISON (for herself, Ms. Landrieu, Mr. DeMint, Mr.
Crapo, Mr. Bennett, and Mr. Brown of Massachusetts) 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 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, add the following:

SEC. 974. EXEMPTION FOR SMALLER ISSUERS UNDER THE SARBANES-
OXLEY ACT OF 2002.

(a) Exemption.--Section 404 of the Sarbanes-Oxley Act of
2002 (15 U.S.C. 7262) is amended--
(1) in subsection (b), by striking ``With respect'' and
inserting ``Except as provided in subsection (c), with
respect''; and
(2) 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 for which the aggregate worldwide market value of the
voting and nonvoting common equity held by persons that are
not affiliates of the issuer is less than $150,000,000.''.
(b) Study and Report.--
(1) Study.--The Chief Economist of the Commission shall
conduct a study to determine how the Commission could reduce
the burden of complying with section 404(b) of the Sarbanes-
Oxley Act of 2002 (15 U.S.C. 7262) for companies for which
the aggregate worldwide market value of the voting and
nonvoting common equity held by persons that are not
affiliates of the issuer is $150,000,000 or more, and not
more than $700,000,000, while maintaining investor
protections for such companies.
(2) Report.--Not later than 1 year after the date of
enactment of this Act, the Chief Economist of the Commission
shall submit to the Committee on Banking, Housing, and Urban
Affairs of the Senate and the Committee on Financial Services
of the House of Representatives a report on the results of
the study conducted under paragraph (1) that includes--
(A) an analysis of the costs and benefits of complying with
section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7262);
(B) an analysis of whether reducing the compliance burden
for companies described in paragraph (1) or providing a
complete exemption from compliance with such section 404(b)
for such companies would encourage the companies to list on
exchanges in the United States in the initial public
offerings of such companies or otherwise facilitate capital
formation; and
(C) recommendations about whether the exemption under
section 404(c) Sarbanes-Oxley Act of 2002, a added by
subsection (a), should be extended to larger issuers.
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