S.Amdt. 2583

SA 2583. Mr. CASSIDY submitted an amendment intended to be proposed
by him to the bill H.R. 5515, to authorize appropriations for fiscal
year 2019 for military activities of the Department of Defense, for
military construction, and for defense activities of the Department of
Energy, to prescribe military personnel strengths for such fiscal year,
and for other purposes; which was ordered to lie on the table; as
follows:

At the end of subtitle F of title X, add the following:

SEC. ___. DISCLOSURE TO INVESTORS OF FAILURE OF ACCOUNTING
FIRMS TO COMPLY WITH PCAOB REQUIREMENTS.

(a) Definitions.--In this section--
(1) the term ``Board'' means the Public Company Accounting
Oversight Board established under section 101 of the
Sarbanes-Oxley Act of 2002 (15 U.S.C. 7211);
(2) the term ``Commission'' means the Securities and
Exchange Commission;
(3) the term ``covered issuer'' means a foreign issuer that
is listed on a national securities exchange;
(4) the term ``Form 10-K'' means the form described in
section 249.310 of title 17, Code of Federal Regulations, or
any successor regulation;
(5) the term ``Form 10-Q'' means the form described in
section 249.308a of title 17, Code of Federal Regulations, or
any successor regulation;
(6) the term ``Form 20-F'' means the form described in
section 249.220f of title 17, Code of Federal Regulations, or
any successor regulation;
(7) the term ``issuer'' has the meaning given the term in
section 3(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)); and
(8) the term ``registered 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)).
(b) Disclosure Requirement.--
(1) In general.--If a registered public accounting firm
that prepares or issues an audit report for a covered issuer
fails to provide the Board with any documentation requested
by the Board with respect to that preparation or issuance, as
applicable--
(A) the Board shall notify the Commission with respect to
that failure of the registered public accounting firm;
(B) upon receipt of the notification from the Board under
subparagraph (A), the Commission shall notify the covered
issuer--
(i) with respect to that failure of the registered public
accounting firm; and
(ii) subject to paragraph (2) and subsection (c), that the
covered issuer shall, in any required public disclosure
document, including Form 20-F, Form 10-K, any proxy
materials, and Form 10-Q, notify investors regarding that
failure of the registered public accounting firm; and
(C) after the date on which the registered public
accounting firm provides the Board with the documentation
requested by the Board--
(i) the Board shall notify the Commission that the
registered public accounting firm has complied with the
request of the Board; and
(ii) upon receipt of the notification from the Board under
clause (i), the Commission shall notify the covered issuer
that the registered public accounting firm has complied with
the request of the Board.
(2) Period of applicability.--The requirement under
paragraph (1)(B)(ii) with respect to a covered issuer shall
apply during the period beginning on the date on which the
covered issuer receives notice from the Commission under
paragraph (1)(B)(i) and ending on the date on which the
covered issuer receives notice from the Commission under
paragraph (1)(C)(ii).
(c) Rulemaking.--Not later than 90 days after the date of
enactment of this Act, the Commission, in consultation with
the Board, shall promulgate a rule that, with respect to a
covered issuer that is subject to the notification
requirement under subsection (b)(1)(B)(ii), directs the
covered issuer regarding--
(1) in which materials, in addition to the materials
described in that subsection, the covered issuer is required
to provide the notification; and
(2) the information that the covered issuer is required to
provide with respect to each such notification.
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