H.R. 3448House113th Congress (2013-2015)Passed House

Small Cap Liquidity Reform Act of 2014

Introduced November 12, 2013

Legislative Activity

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14 earlier actions
SenateIntro Referral Latest Action

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

February 12, 2014

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HouseCommittee

Hearings Held by the Subcommittee on Capital Markets and Government Sponsored Enterprises Prior to Introduction and Referral.

October 23, 2013

HouseIntro Referral

Introduced in House

November 12, 2013

HouseIntro Referral

Referred to the House Committee on Financial Services.

November 12, 2013

HouseCommittee

Committee Consideration and Mark-up Session Held.

November 14, 2013

HouseCommittee

Ordered to be Reported (Amended) by the Yeas and Nays: 57 - 0.

November 14, 2013

HouseCommittee

Reported (Amended) by the Committee on Financial Services. H. Rept. 113-342.

February 5, 2014

HouseCalendars

Placed on the Union Calendar, Calendar No. 252.

February 5, 2014

HouseFloor

Mr. Garrett moved to suspend the rules and pass the bill, as amended.

February 11, 2014 • 3:30 PM

HouseFloor

Considered under suspension of the rules. (consideration: CR H1746-1748)

February 11, 2014 • 3:30 PM

HouseFloor

DEBATE - The House proceeded with forty minutes of debate on H.R. 3448.

February 11, 2014 • 3:30 PM

HouseFloor

At the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the Chair announced that further proceedings on the motion would be postponed.

February 11, 2014 • 3:45 PM

HouseFloor

Considered as unfinished business. (consideration: CR H1758)

February 11, 2014 • 5:28 PM

HouseFloor

Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 412 - 4 (Roll no. 62).(text: CR H1746-1747)

February 11, 2014 • 5:36 PM

HouseFloor

On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 412 - 4 (Roll no. 62). (text: CR H1746-1747)

February 11, 2014 • 5:36 PM

SenateIntro Referral

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

February 12, 2014

Floor Debate

17 members

What members said about H.R. 3448 on the floor

7 Republicans10 Democrats
Dave Camp
Rep. Dave CampR-MI-4 · Feb 11, 2014

Mr. Speaker, pursuant to House Resolution 478, I call up the bill (S. 540) to designate the Air Route Traffic Control Center located in Nashua, New Hampshire, as the ``Patricia Clark Boston Air Route…

Joseph Crowley
Rep. Joseph CrowleyD-NY-14 · Feb 11, 2014

Mr. Speaker, I yield myself as much time as I may consume. I thank the gentleman from Michigan, the chairman of the Ways and Means Committee, for his responsible commitment to vote for this bill…

Nancy Pelosi
Rep. Nancy PelosiD-CA-12 · Feb 11, 2014

Mr. Speaker, I thank the gentleman for yielding. I thank him for his leadership on this important issue to him. To Mr. Levin and members of the Ways and Means Committee, thank you for making clear…

Steny H. Hoyer
Rep. Steny H. HoyerD-MD-5 · Feb 11, 2014

Mr. Speaker, I thank the gentleman from New York and I thank the gentleman from Michigan. Let me start by saying this issue ought not to be subject to debate. America, the greatest land on the face…

Scott Garrett
Rep. Scott GarrettR-NJ-5 · Feb 11, 2014

Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 3448) to amend the Securities Exchange Act of 1934 to provide for an optional pilot program allowing certain emerging growth companies…

Show 8 more
John C. Carney, Jr.
Rep. John C. Carney, Jr.D-DE · Feb 11, 2014

Mr. Speaker, I yield myself such time as I may consume. I rise in support of H.R. 3448. I would like to thank Mr. Garrett, chairman of the Capital Markets Subcommittee. Particularly, I would like to…

Richard E. Neal
Rep. Richard E. NealD-MA-1 · Feb 11, 2014

Mr. Speaker, let me thank Mr. Crowley for recognizing me, and I want to pursue the themes that he has offered a moment ago. I listened to the gentleman from Georgia earlier speaking of debt in the…

Paul A. Gosar
Rep. Paul A. GosarR-AZ-4 · Feb 11, 2014

Mr. Speaker, I rise today to recognize passage this week of three important pieces of legislation: H.R. 2431, the National Integrated Drought Information System Reauthorization Act of 2013; S. 25,…

Sean P. Duffy
Rep. Sean P. DuffyR-WI-7 · Feb 11, 2014

Thank you, Mr. Chairman, for yielding time. As both you and the gentleman from Delaware mentioned, it is pretty remarkable that on the Financial Services Committee, a committee which comes together…

Sheila Jackson Lee
Rep. Sheila Jackson LeeD-TX-18 · Feb 11, 2014

Mr. Speaker, as I have listened to debate on the floor of the House, I have seen that Members are coming from all regions of the United States, which means that, in fact, this will be impacting all…

Robert B. Aderholt
Rep. Robert B. AderholtR-AL-4 · Feb 14, 2014

Mr. Speaker, on rollcall No. 56--H. Res. 447-- Supporting the democratic and European aspirations of the people of Ukraine, and their right to choose their own future free of intimidation and fear,…

Michael M. Honda
Rep. Michael M. HondaD-CA-17 · Feb 11, 2014

Mr. Speaker, today the U.S. Congress is doing its job 5 days after forcing the Treasury to resort to extraordinary measures to finance our government and 3 legislative days before an unprecedented…

Maxine Waters
Rep. Maxine WatersD-CA-43 · Feb 11, 2014

Mr. Speaker, once again, it is the House Democrats who are required to take the important action to protect our Nation's well- being. Today, most House Republicans will once again refuse to stand…

Show 4 more
Sander M. Levin
Rep. Sander M. LevinD-MI-9 · Feb 11, 2014

Mr. Speaker, we have been adamant about a clear, clean debt ceiling vote, and now it is happening. It should have happened the last time, and because of the Republican position, a high price was…

Gerald E. Connolly
Rep. Gerald E. ConnollyD-VA-11 · Feb 11, 2014

Mr. Speaker, the debt ceiling suspension expired last week, and Secretary Lew says that Treasury will only be able to ensure that the U.S. meet its commitments through Feb. 27. Sadly, some in the…

Rodney Davis
Rep. Rodney DavisR-IL-13 · Feb 11, 2014

Mr. Speaker, on rollcall No. 62 I was unavoidably detained. Had I been present, I would have voted ``yes.''

Tom Price
Rep. Tom PriceR-GA-6 · Feb 11, 2014

Mr. Speaker, on that I demand the yeas and nays.

Bill Text

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Referred in SenateIssued February 12, 2014

IIB

113th CONGRESS

2d Session

H. R. 3448

IN THE SENATE OF THE UNITED STATES

February 12, 2014

Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs

AN ACT

To amend the Securities Exchange Act of 1934 to provide for an optional pilot program allowing certain emerging growth companies to increase the tick sizes of their stocks.

1.

Short title

This Act may be cited as the Small Cap Liquidity Reform Act of 2014.

2.

Liquidity pilot program for securities of certain emerging growth companies

(a)

In general

Section 11A(c)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78k–1(c)(6)) is amended to read as follows:

(6)

Liquidity pilot program for securities of certain emerging growth companies

(A)

Quoting increment

Beginning on the date that is 90 days after the date of the enactment of the Small Cap Liquidity Reform Act of 2014, the securities of a covered emerging growth company shall be quoted using—

(i)

a minimum increment of $0.05; or

(ii)

if, not later than 60 days after such date of enactment, the company so elects in the manner described in subparagraph (D)—

(I)

a minimum increment of $0.10; or

(II)

the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph.

(B)

Trading increment

In the case of a covered emerging growth company the securities of which are quoted at a minimum increment of $0.05 or $0.10 under this paragraph, the Commission shall determine the increment at which the securities of such company are traded.

(C)

Future right to opt out or change minimum increment

(i)

In general

At any time beginning on the date that is 90 days after the date of the enactment of the Small Cap Liquidity Reform Act of 2014, a covered emerging growth company the securities of which are quoted at a minimum increment of $0.05 or $0.10 under this paragraph may elect in the manner described in subparagraph (D)—

(I)

for the securities of such company to be quoted at the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph; or

(II)

to change the minimum increment at which the securities of such company are quoted from $0.05 to $0.10 or from $0.10 to $0.05.

(ii)

When election effective

An election under this subparagraph shall take effect on the date that is 30 days after such election is made.

(iii)

Single election to change minimum increment

A covered emerging growth company may not make more than one election under clause (i)(II).

(D)

Manner of election

(i)

In general

An election is made in the manner described in this subparagraph by informing the Commission of such election.

(ii)

Notification of exchanges and other trading venues

Upon being informed of an election under clause (i), the Commission shall notify each exchange or other trading venue where the securities of the covered emerging growth company are quoted or traded.

(E)

Issuers ceasing to be covered emerging growth companies

(i)

In general

If an issuer the securities of which are quoted at a minimum increment of $0.05 or $0.10 under this paragraph ceases to be a covered emerging growth company, the securities of such issuer shall be quoted at the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph.

(ii)

Exceptions

The Commission may by regulation, as the Commission considers appropriate, specify any circumstances under which an issuer shall continue to be considered a covered emerging growth company for purposes of this paragraph after the issuer ceases to meet the requirements of subparagraph (L)(i).

(F)

Securities trading below $1

(i)

Initial price

(I)

At effective date

If the trading price of the securities of a covered emerging growth company is below $1 at the close of the last trading day before the date that is 90 days after the date of the enactment of the Small Cap Liquidity Reform Act of 2014, the securities of such company shall be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph.

(II)

At IPO

If a covered emerging growth company makes an initial public offering after the day described in subclause (I) and the first share of the securities of such company is offered to the public at a price below $1, the securities of such company shall be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph.

(ii)

Average trading price

If the average trading price of the securities of a covered emerging growth company falls below $1 for any 90-day period beginning on or after the day before the date of the enactment of the Small Cap Liquidity Reform Act of 2014, the securities of such company shall, after the end of such period, be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph.

(G)

Fraud or manipulation

If the Commission determines that a covered emerging growth company has violated any provision of the securities laws prohibiting fraudulent, manipulative, or deceptive acts or practices, the securities of such company shall, after the date of the determination, be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph.

(H)

Ineligibility for increased minimum increment permanent

The securities of an issuer may not be quoted at a minimum increment of $0.05 or $0.10 under this paragraph at any time after—

(i)

such issuer makes an election under subparagraph (A)(ii)(II);

(ii)

such issuer makes an election under subparagraph (C)(i)(I), except during the period before such election takes effect; or

(iii)

the securities of such issuer are required by this paragraph to be quoted using the increment at which such securities would be quoted without regard to the minimum increments established under this paragraph.

(I)

Additional reports and disclosures

The Commission shall require a covered emerging growth company the securities of which are quoted at a minimum increment of $0.05 or $0.10 under this paragraph to make such reports and disclosures as the Commission considers necessary or appropriate in the public interest or for the protection of investors.

(J)

Limitation of liability

An issuer (or any officer, director, manager, or other agent of such issuer) shall not be liable to any person (other than such issuer) under any law or regulation of the United States, any constitution, law, or regulation of any State or political subdivision thereof, or any contract or other legally enforceable agreement (including any arbitration agreement) for any losses caused solely by the quoting of the securities of such issuer at a minimum increment of $0.05 or $0.10, by the trading of such securities at the increment determined by the Commission under subparagraph (B), or by both such quoting and trading, as provided in this paragraph.

(K)

Report to Congress

Not later than 6 months after the date of the enactment of the Small Cap Liquidity Reform Act of 2014, and every 6 months thereafter, the Commission, in coordination with each exchange on which the securities of covered emerging growth companies are quoted or traded, shall submit to Congress a report on the quoting and trading of securities in increments permitted by this paragraph and the extent to which such quoting and trading are increasing liquidity and active trading by incentivizing capital commitment, research coverage, and brokerage support, together with any legislative recommendations the Commission may have.

(L)

Definitions

In this paragraph:

(i)

Covered emerging growth company

The term covered emerging growth company means an emerging growth company, as defined in the first paragraph (80) of section 3(a), except that—

(I)

such paragraph shall be applied by substituting $750,000,000 for $1,000,000,000 each place it appears; and

(II)

subparagraphs (B), (C), and (D) of such paragraph do not apply.

(ii)

Security

The term security means an equity security.

(M)

Savings provision

Notwithstanding any other provision of this paragraph, the Commission may—

(i)

make such adjustments to the pilot program specified in this paragraph as the Commission considers necessary or appropriate to ensure that such program can provide statistically meaningful or reliable results, including adjustments to eliminate selection bias among participants, expand the number of participants eligible to participate in such program, and change the duration of such program for one or more participants; and

(ii)

conduct any other study or pilot program, in conjunction with or separate from the pilot program specified in this paragraph (as such program may be adjusted pursuant to clause (i)), to evaluate quoting or trading in various minimum increments.

.

(b)

Sunset

Effective on the date that is 5 years after the date of the enactment of this Act, section 11A(c)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78k–1(c)(6)) is repealed.

Passed the House of Representatives February 11, 2014.

Karen L. Haas,

Clerk.