S.Amdt. 3833

SA 3833. Mrs. HUTCHISON 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:

At the appropriate place, insert the following:

SEC. _. SHAREHOLDER REGISTRATION THRESHOLD.

(a) Amendments to the Securities Exchange Act of 1934.--
(1) Section 12.--Section 12(g) of the Securities Exchange
Act of 1934 (15 U.S.C. 781(g)) is amended--
(A) in paragraph (1)--
(i) by striking subparagraphs (A) and (B) and inserting the
following:
``(A) in the case of an issuer that is a bank, as such term
is defined in section 3(a)(6) of this title, or a bank
holding company, as such term is defined in section (2) of
the Bank Holding Company Act of 1956 (12 U.S.C. 1841), 2000
persons or more; and
``(B) in the case of an issuer that is not a bank or bank
holding company, 500 persons or more,''; and
(ii) by striking ``commerce shall'' and inserting
``commerce shall, not later than 120 days after the last day
of its first fiscal year ended after the effective date of
this subsection, on which the issuer has total assets
exceeding $10,000,000 and a class of equity security (other
than an exempted security) held of record by''; and
(B) in paragraph (4), by striking ``three hundred'' and
inserting ``300 persons, or, in the case of a bank, as such
term is defined in section 3(a)(6) of this title, or a bank
holding company, as such term is defined in section (2) of
the Bank Holding Company Act of 1956 (12 U.S.C. 1841),
1200''.
(2) Section 15.--Section 15(d) of the Securities Exchange
Act of 1934 (15 U.S.C. 78o(d)) is amended, in the third
sentence, by striking ``three hundred'' and inserting ``300
persons, or, in the case of bank, as such term is defined in
section 3(a)(6) of this title, or a bank holding company, as
such term is defined in section (2) of the Bank Holding
Company Act of 1956 (12 U.S.C. 1841), 1200''.
(b) Study of Registration Thresholds.--
(1) Study.--
(A) Analysis required.--The Chief Economist and Director of
the Division of Corporation Finance of the Commission shall
jointly conduct a study, including a cost-benefit analysis,
of shareholder registration thresholds.
(B) Costs and benefits.--The cost-benefit analysis under
subparagraph (A) shall take into account--
(i) the incremental benefits to investors of the increased
disclosure that results from registration;
(ii) the incremental costs to issuers associated with
registration and reporting requirements; and
(iii) the incremental administrative costs to the
Commission associated with different thresholds.
(C) Thresholds.--The cost-benefit analysis under
subparagraph (A) shall evaluate whether it is advisable to--
(i) increase the asset threshold;
(ii) index the asset threshold to a measure of inflation;
(iii) increase the shareholder threshold;
(iv) change the shareholder threshold to be based on the
number of beneficial owners; and
(v) create new thresholds based on other criteria.
(2) Report.--Not later than 2 years after the date of
enactment of this Act, the Chief Economist and the Director
of the Division of Corporation Finance of the Commission
shall jointly 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
that includes--
(A) the findings of the study required under paragraph (1);
and
(B) recommendations for statutory changes to improve the
shareholder registration thresholds.
(c) Rulemaking.--Not later than one year after the date of
enactment of this Act, the Commission shall issue final
regulations to implement this section and the amendments made
by this section.
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