Corporate Governance Reform and Transparency Act of 2017

Mr. Speaker, I rise for the purpose of inquiring of the majority leader of the schedule for the week to come.

Mr. Speaker, I yield to the gentleman from California (Mr. McCarthy).

(Mr. McCARTHY asked and was given permission to revise and extend his remarks.)

Mr. Speaker, I thank the gentleman for that information.

First of all, Mr. Speaker, I want to say that the majority leader and I, as well as his predecessor, Mr. Cantor, have worked together on what we call a Hackathon, which is a meeting annually of individuals involved in the high-tech community in how better to communicate, how better to process information, how better to make transparent the work of this body and make the actions of this body accessible to the general public as they happen.

I want to thank the majority leader for continuing to cosponsor this effort with me and to be a leader on this effort. We just had the President sign--I think yesterday, maybe the day before--a piece of legislation, which will try to make the government more facile in bringing its technology up to date so that it can operate more efficiently and more effectively.

So I thank the majority leader for working together in a positive way to make this institution work better and to make it more accessible and better known to the American people. I thank him also for the schedule that he has put forward.

Mr. Speaker, the majority leader mentioned a number of things that the tax bill that is going to be coming before us will do. I don't believe that the conference report is available for review at this point in time.

Can the majority leader perhaps enlighten me as to whether or not the conference report is available now to be reviewed? Or, if not, when it will be available?

Mr. Speaker, I yield to the gentleman from California.

Mr. Speaker, I thank the gentleman. It is my understanding that that will be on the floor as early as Tuesday of next week. Is that accurate?

Mr. Speaker, I yield to the gentleman from California.

Mr. Speaker, I would simply observe that what the majority leader did not mention--again, I have not seen the conference report, so this is not based upon a review of the conference report, but this is based upon the Senate bill and the House bills that were passed by both bodies--was that it will increase the debt of our country by some $1.5 trillion and a minimum of $1 trillion. It will raise taxes on some 78 million Americans between $50,000 of income and $150,000 of income.

I am assuming that the elimination of the mandate is still in the conference report. I am not sure, but the information I have is that it is still in the report. Mr. Speaker, that will cost 13 million people to be uninsured as a result.

I have information, Mr. Speaker, that what the conference report does is reduce taxes on some of the wealthiest people in America. I am not sure how they offset that--maybe with a mandate, maybe with something else--but 62 percent of the bill's resources go to the top 1 percent in America.

Mr. Speaker, Speaker Ryan spoke on this floor about the average family making $59,000 a year. He mentioned that that family will get, under the House bill--again, I haven't seen the conference report-- $1,182 per year in a tax cut.

What the Speaker did not mention is that the family in the top 1 percent will get a tax cut of $1,198 per week. Per week, Mr. Speaker. In other words, 52 times what the struggling American will get, what the American who Speaker Ryan said may not be able to come up with $500 if they have a crisis with a refrigerator or their heating unit, something of that nature, or their car breaks down will get.

Mr. Speaker, we on this side of the aisle do not believe that this bill addresses relief for the struggling working men and women of this country.

Mr. Speaker, it is clear, in all of the polling, that the average working American shares that view. They believe correctly that this is a tax cut for the rich and a few sprinkles to the middle class. I am sure the leader will have something to say on that.

In addition, Mr. Speaker, it is ironic that what will happen in this tax bill is we will phase out. We will--again, I have not seen the conference report, so I don't know exactly whether that is true or not, but in both the House and Senate bills, we phased out--we didn't phase out, we proposed to be phased out. The benefits to those middle-income, hardworking Americans will see their benefits phased out. That will not be true of corporations. It will not be true of the wealthiest in our country.

So it is troubling, Mr. Speaker, that a bill of this magnitude is being rushed to judgment. In 1986, the gentleman, in making his announcement, said we have been working on this for 31 years. Now, I presume he was talking about from 1986 to 2017.

What he did not say, Mr. Speaker, is, in 1986, we had 30 days of public hearings on a bill. Thirty days of public hearings. What he did not say is that we had 450 witnesses during those public hearings testifying about the taxes. What he did not say is that there were nearly 4 months of hearings on the 1986 reform bill. And what he did not say is that the Ways and Means Committee conducted 26 days of markup.

This bill has received less than 7 days of markup in both bodies and in the conference. This is being rushed to judgment. The American people, by substantial numbers, believe this bill is not good for them.

Now, Mr. Collins said that he talked to a donor and the donor said: Don't call me again if you don't pass this tax bill.

I get that. I don't know who the donor was and I don't know how rich the donor was, but obviously the donor thought that he had a real stake or she had a real stake in this tax bill.

We regret that we are not doing as we did in 1986, because what the majority leader did not mention either was that the 1986 bill was a bipartisan bill with President Reagan and Speaker O'Neill supporting it, and with Chairman Rostenkowski, a Democratic chair of the House Ways and Means Committee; and a Republican chair of the Senate Finance Committee, Bob Packwood from Oregon, supporting the bill. It was a bipartisan bill. And what the majority leader did not mention is the 1986 bill did not add a single cent to the deficit. It was paid for.

Mr. Speaker, this bill is a much lesser product than it could have been. We on this side of the aisle, Mr. Speaker, think we need tax reform. We are prepared to support tax reform. We believe we need to bring down the corporate rate. We believe we need to make sure that small businesses can prosper and grow into large businesses.

What we don't believe in, Mr. Speaker, is simply having a bill that advantages the best-off in our country and says that the advantages we give to the middle class will be phased out in a little bit, about 5 years.

So, Mr. Speaker, we will, according to the majority leader, consider this bill next week. It will not be bipartisan, and that is a shame. It will not be positive for the country because it will put us even more deeply into debt, and the people who pay that bill, ultimately, will be our children.

And on both sides of the aisle--we don't have a lot of Members on the floor, but I say to every Member on the floor, every Member on this floor, I am sure, at some point in time you have given a speech somewhere that said: ``We care about the debt. We are going to bring down the debt.'' This bill does not do it. This bill exacerbates the debt.

Anybody who believes that this bill is going to pay for itself through dynamic scoring and economic growth is kidding themselves. It is a rationalization to vote for a bill for which the main imperative is political, not policy, because my Republican colleagues, Mr. Speaker, believe that, if they don't pass this bill, they will lose the next election.

I have heard that argument over and over and over again. That is not a reason to vote for this bill. It is a reason

to say: Let's go back to the table. Let's include Mr. Neal in the consideration, the ranking member. Let's include Mr. Wyden, the ranking member of the Senate Finance Committee. Let's include Mr. McCarthy and me to try to see if we can reach a bipartisan, positive, constructive piece of legislation which will, like the 1986 legislation, enjoy the support of a wide range of the American people and their Representatives.

Mr. Speaker, we had an election yesterday in Alabama. Mr. Jones won that election. Mr. Strange, the incumbent Republican representing Alabama right now, lost the primary. He has no mandate.

Why rush this bill through? This bill, if it were passed on December 31 of next year, would affect the 2018 taxes that would be filed in April of 2019. The need to rush this bill, Mr. Speaker, seems to be that, and the reason for having no hearings, the reason for having no witnesses, is because this bill, on its merit, cannot sustain itself.

Now, let me read you a quote, Mr. Speaker: ``I think the message of the moment is that the American people, all across the country, are asking us, even in the most liberal State, Massachusetts, to stop this healthcare bill. I think that means there will be no more healthcare votes in the Senate prior to the swearing in of Scott Brown, whenever that may be.''

That statement was made on January 20, 2010, by the present majority leader who was then, of course, the minority leader. And his proposition was: You ought to wait until Scott Brown is here so that Massachusetts can have its vote counted. But hypocritically, he has changed his tune today when Alabama, a very conservative State, the opposite of Massachusetts, has voted to elect Doug Jones to the Senate.

I don't hear Mr. McConnell or anybody else saying: Let's wait for the duly elected Member of the United States Senate from Alabama to be seated so that he will have an opportunity to vote on this extraordinarily consequential vote and, in my opinion, negative consequences to our country.

Mr. Speaker, I am sure the majority leader might have some comments he wants to make in response, and, therefore, I yield to the gentleman from California (Mr. McCarthy).

Mr. Speaker, I thank the gentleman for his comments. He made a number of points.

First, generally, I have been here long enough to have heard the debate for the 1981 bill, the so-called supply side, Jack Kemp. Vice President Bush referred to it as ``voodoo economics.'' And point of fact, as the gentleman knows, because I am sure he knows the record, we increased the debt under Ronald Reagan 189 percent. Larger than any other President with whom I have served over the last 37 years; 189 percent. Stockman said: We knew it wasn't going to balance the budget. We just said that for political purposes. Stockman said that. He was Director of the OMB under Ronald Reagan.

Then in 2001 and 2003, we had tax cuts. We heard the same arguments, how it was going to grow robustly the economy. It brought in the deepest recession anybody in this Chamber, other than perhaps Sam Johnson, who I think is probably our oldest Member, because the rest of us didn't experience the depression, it ushered in not the biggest growth rate in America, but the least job-producing 8 years of any American President whom I have served with, and the deepest recession that anybody in this body has experienced, and a hemorrhaging of jobs.

In fact, the stock market, which the gentleman refers to, had a 25 percent decline in value over the 8 years of the Bush administration, with two tax cuts where exactly the same argument for growth was made, and it didn't happen.

On the other hand, I was here in 1993, when we raised taxes, not much, but a little bit, particularly for infrastructure, and the prediction, Mr. Leader, on your side of the aisle: we would tank as an economy; we would have a terrible recession.

Exactly the opposite happened. You were dead, not you personally, but those who made that representation were 180 degrees wrong.

First of all, we balanced the budget 4 years in a row. Nobody has done that other than President Clinton. Now, you can say you were in charge of the Congress, you were, and I would respond to you: Why couldn't you do it under George Bush when you had everything? There is no answer to that.

In terms of the experience that we have had when we had tax cuts, the debt did, in fact, explode; 189 percent increase in the national debt. That was approximately 2\1/2\ times the increase under Obama and the increase under George Bush. But we continue to argue there is going to be great growth. No reputable economist agrees with that proposition. Well, you read them out to me. I will be glad to hear them.

The stock market increase under this President has gone up. It went up 300 percent under Barack Obama. Three hundred percent. Three hundred percent, from 6,500 to over 18,000.

He had the largest job production, and I told my friend, in 2016, as opposed to 2017, hear, my friends, there were 279,000 more jobs created in 2016, under Barack Obama, than have been created under this President. Mr. Speaker, 279,000 more. Now, that is not a great deal, but in terms of growth, there was more growth of jobs in 2016, when Obama was President of the United States, than has occurred under Donald Trump. Check the records. I am sure you will review and say: Let's see if Hoyer is just giving us some malarkey.

The gentleman talks about this great tax benefit. What he didn't mention, and what I was referring to, by the way, was when you were giving the schedule, not in response to the question, but that aside, doesn't mention the State and local taxes.

Now, I am not exactly sure what has happened to State and local taxes, but in my State, it will have a very substantial negative effect. Why? Because we have a significant income tax. Why? Because it is a progressive tax, and it puts the burden on those who have more.

Now, you may disagree with that. Just have a flat tax no matter what

you have, and you pay the same thing. I am not sure exactly what you have done.

The shutdown you talk about. You had 90 people vote against a CR that you recommended they vote for in September, which was a clean CR. You would not have passed that CR. You would have shut down government. You are responsible for keeping government open, ``you'' being your party. You are in the majority. The only reason that CR passed was because we voted for it. You had 90 of your people vote against it; 90, who apparently didn't want to pay the military, apparently didn't want to protect them overseas. That proposition, like they say, won't hunt, because the chairman of the Armed Services Committee voted against that CR. Why? Because he thought it was harmful to the national security of our country. Secretary Mattis believes the CR is damaging.

It is inappropriate, in my view, when we do something and say: We don't like this bill, and the only party with whom I have served who would consciously, purposely shut down the government, I tell my friend, Mr. Speaker, is the Republican Party. They did it in 1995, under Newt Gingrich, and they did it last year with Mr. Cruz coming over here and saying: Shut down the government unless they repeal the ACA. Shut it down, consciously.

We have never done that. Have we had to shut down because we couldn't get agreement? We have done that for a few days. But for 16 days you shut it down consciously. And guess what? When you voted to open up the government, guess who voted against it? Mr. Mulvaney, the Director of the OMB. He voted against opening up the government. I guess he was against the Armed Forces. I guess he was against defending our country, if that's your proposition.

CHIP. You are right. You waited. We didn't get an agreement. But we waited long after September 30, when the gentleman says he is very concerned about funding it. The authorization expired. Now, you passed, ultimately, a bill that we didn't vote for. You passed it on your own. If you really were that concerned, you would have passed it before the authorization expired on September 30. We passed it some weeks later, and we passed it with a piece of funding in there that is going to undermine, for instance, just as one example, vaccinations for children, because you funded it, in part, by reducing substantially the Prevention Fund, which seeks to prevent illness.

On bipartisanship, very frankly, we had a 2-week CR, you are right, a 2-week CR. You got a 2-week CR. The only thing you have worked on, from our perspective, is the tax bill, and you did not include us in those discussions. You had closed hearings.

We had a conference hearing yesterday. Mr. Neal tried to move an amendment out of order. It wasn't accepted. It was a done deal. Done deal in secret.

I tell my friend, I reread a little bit of ``Young Guns'' last night. It talked about transparency. It talked about openness. It talked about doing things one at a time, not packaging a lot of bills.

The reason we all hate CRs is because nobody knows what is in a CR. We lard it down, and this CR is larded down with numerous bills. We are talking about the tax bill, but the CR that the gentleman talked about is five or six major pieces of legislation put in one package. Take it or leave it.

That is not the way to run this organization, and that is what you guys said in ``Young Guns.'' And I agree with you, but it is not what you have done. It is what you said, but it is not what you have done.

Let me just close on this. Frankly, I was going to talk about the CR, but I am talking about it now.

We don't have a budget caps deal. Today is the 14th; so we are essentially 17 days from the end of the year. We don't have a caps deal. We don't have a disaster supplemental for Texas, Florida, Puerto Rico, and the Virgin Islands that is proposed to be in this CR, as I understand it, and the fires in California. The gentleman is absolutely correct, and we are going to support helping the folks of California who have been devastated by these fires. The gentleman is absolutely correct.

We don't have anything on DREAMers. We think that is critically important. I said to the majority leader 4 months ago that we felt this was critically important and we needed to get this done. I think, as I have said to the gentleman, we have over 300 votes on this floor for a bill to get this done.

Alexander-Murray. I don't think, I don't know, I haven't seen the conference report, but Alexander-Murray, which tries to stabilize the availability of healthcare at a reasonable price to the American people, I don't think that is in the tax bill, as I understand it.

VA Choice funding, I think, is in the CR. I haven't seen exactly what it says.

Opioids funding. I have a crisis in my district. In every district in America, opioids is a critical issue. There is no funding in the CR, as I understand it, for that.

The fire grants program for our emergency responders, no money for that.

Perkins loans, nothing for that. The debt limit is going to come later.

National Flood Insurance Program, nothing for that, as I understand it.

Medicare and other health extenders, 702 of FISA to keep America secure and strong and safe. As I understand it, none of that is being dealt with.

The reason we voted against the last CR is because we are tired of kicking things down the road. We are tired of kicking the can down the road. We want to get to an agreement on a bipartisan basis to pass legislation that is positive for our country, and that is why we may vote against this next CR, because we ought to stop just kicking the can down the road. And we are going to kick the can, as I understand it, down the road to some point in time to January 19, is the discussion.

Mr. Leader, Mr. Speaker, we are prepared to sit down to try to reach agreement on these issues that have got to be reached. If we don't reach them, America will be less safe, less secure, less healthy as an economy and less healthy, literally, in terms of making sure that the healthcare available to America is on a stable path.

Mr. Speaker, I will yield to the majority leader and then make a few comments, and then we will close. I yield to my friend.

Well, I keep pushing it for you.

``Come back, Shane.'' Maybe many of you are not old enough to remember that wonderful movie. Shane rode off and the little boy intoned, ``Come back, Shane.''

I haven't gone anywhere. Democrats have no ability to shut down the government on the floor of this House. Hear me: We don't have the votes to shut down government and we don't want to shut down government.

Maybe the leader also wants those 90 of his--he is not our leader. He is the leader of the majority party, and 90 of his people did not follow him. I presume he must be much more concerned about that.

With all due respect, he is my friend, but not my leader. We voted to give 90 days and nothing was accomplished in that 90 days other than working on a tax bill that we think is a disaster for this country. Nothing.

The gentleman talks about passing these appropriations bills. We knew they wouldn't pass the Senate and we told him so. We said: Let's do it on a bipartisan basis.

But, no. By the way, Mr. Speaker, it was the least regular order prior to an omnibus at the end of a year in dealing with appropriations bills that I have ever seen. They packaged, I think it was four or five the first time--four, I think, and then the balance of eight.

We didn't consider them individually. We didn't have an opportunity to consider them thoughtfully, no. It was one big package, for or against. I said I read that book. It was anything but regular order.

By the way, Mr. Speaker, the majority party that passed them is the majority in the United States Senate; and not a single one of those bills, not a single one, has passed out of the Senate. Not a single one has gone to the President of the United States. Not one. The Republicans are in charge of the House and the Senate. Not a single bill has gone to the President of the United States.

Harry Reid is no longer there just to beat on: Oh, it is Harry Reid.

Now, what it would have taken to pass some of those appropriations bills in the Senate is some compromise, but that didn't happen. So don't wring your hands about how bad it is that we haven't had bipartisanship on the appropriations bills--we haven't--or bipartisanship on the CR when you lose

90 of your people. Ninety Republicans voted against a simple CR. You say simple CR, nothing to be partisan about, et cetera. Ninety of your people voted ``no.''

Let me reclaim my time just so the gentleman can further explain.

Does that mean 90 of your people did not want to pay the bills of the United States and default on our debt?

Mr. Speaker, I yield to my friend.

Reclaiming my time, let me say to the gentleman very respectfully: Do not expect cooperation from our side if we don't get cooperation from your side, if we don't get some inclusion in making decisions.

We are, after all, 194 Members of this body. From time to time, you and I do work together. When we work together, we get majorities and we pass pieces of legislation.

You have not passed a single controversial fiscal bill on this floor without our substantial help until last week. You got about 230 on that last bill. But let me tell you, the reason we voted against it is because we knew exactly what was going to happen: nothing. There would be no agreement to CHIP; there is no agreement on CHIP. There would be no agreement on FISA; there has been no agreement on FISA. There would be no agreement on flood control; there has been no agreement on flood control. So we knew that we were not going to get any bipartisan buy- in, so all we were doing is delaying the inevitable.

Let me tell you, when we did defeat the homeland security bill--you remember that, I am sure; we did, and you were in the majority--you came back to the floor and said that we are going to meet tomorrow. We reached an agreement, and we passed it.

Very frankly, you have never heard us say that, as a policy, in order to get the ACA repealed or Gingrich wanted to get some fiscal thing done, that we would shut down the government. Three times you shut it down in 1995 and 1996. Three times, intentionally. That was your policy.

Yes, if you are going to take the government hostage and force us to do something that we think is inimical to the best interests of this country, yes, Mr. Leader, you will leave us with no other option: to pretend that we are keeping government moving but not getting any agreement.

I talked to you very sincerely 4 months ago about one of the things that we wanted to get done before the end of this year is getting DREAMers protected who are now vulnerable and very scared that they are going to be sent back to someplace they do not know, have not lived in, brought here as children through no fault of their own, gone to elementary school, junior high school, high school, college, served in the military, working at jobs, and vetted to make sure that they haven't done anything wrong. They are afraid of being sent back home-- not back home. Excuse me. I say that. That is not their home. This is their home.

Nothing has been done on that. I know you have a task force and talked about it, but we haven't done anything. There is no reason why we can't. I think we have 300 votes on this floor to get that done.

Reclaiming my time, I don't know who the gentleman is relying on for that information, but I will tell you I have talked to Mr. Pallone. That is not correct.

I don't know who you think directed him not to reach an agreement, but I will tell you, after you made that assertion, I think last week or the week before, I went to Mr. Pallone. I asked him that, and he said absolutely not.

Mr. Speaker, I yield to my friend.

Mr. Speaker, I reclaim my time for just a second, and then I will yield back to the gentleman.

Is the gentleman proud that you control the House, you control the Senate, and you haven't sent a single appropriations bill to the President? Not a single one. Not one.

Mr. Speaker, I yield to the gentleman.

Mr. Speaker, reclaiming my time, what it would have meant, you would have had to compromise. That is why the Senate has that 60- vote rule. I am not crazy about it myself, but that is why they have the 60-vote rule. They think it is good because that is why they kept it. They think it is good because it requires

compromise; it requires agreement; It requires moving ahead on a piece of legislation.

I will tell you, I served on the Appropriations Committee for 23 years, and we reached agreement between Republicans and Democrats on almost every bill. And when we had the bills, they weren't partisan bills, and they got a lot of Republican votes, almost always, when we were in charge--not all the time, almost always.

If you are a party of no compromise, then you can't move things in the United States Senate. I get that. But that is the reason. That is the reason, because you couldn't reach compromise.

Very frankly, a lot of the bills have come out of the committee. Do you know why they came out of committee? Because they were bipartisan. But they haven't been brought to the floor by Mr. McConnell, and they haven't been sent to the President of the United States, so somewhat crocodile tears.

Yes, you passed those 12 bills just like you can pass the CRs, on your own, without any help from us. If the government shuts down, it is because you can't get the majority of your party to pass bills.

You are in charge. There is no doubt when we were in charge and you didn't support us, we passed every piece of legislation we wanted to pass on this floor with 218 Democrats. We were united as a party. Now, we lost some, but never enough to make it so that we didn't get 218. You lost 90. You can say it was on the debt; you can say it was on national security; you can say whatever you want on it; but you brought a bill to the floor, and 90 of your people voted against it to keep government open and to keep government operating.

Very frankly, we voted with you so that we could get some work done, and we haven't gotten work done. That is what frustrates us. That is what frustrates the American people.

I will tell my friend, at the end of the day, after this Congress is gone, historians are not going to be kind, notwithstanding the fact you say you passed so many bills. You passed so many bills on a partisan basis, and you used, essentially, the 51 vote because you didn't want to compromise. We get it. You don't want to compromise. You don't want to work with us. You didn't have any hearing on this tax bill. We were not included in any phase of the marking up and fashioning of this tax bill.

Now, I am about ready to yield back the balance of my time. I am sure that everybody who wants to give a 1-minute or a Special Order is very happy to hear that.

Mr. Speaker, I yield to my friend.

Mr. Speaker, in reclaiming my time, does the gentleman remember President Trump saying that a good shutdown will be good for government? Do you remember him saying that, when you tell me about how he has been down here lobbying? He said: A ``good shutdown'' may be good for government.

Mr. Speaker, I yield to my friend.

Mr. Speaker, I thank the gentleman for his comments.

Mr. Speaker, I would, again, reiterate: the majority party can do whatever it wants on this floor. It could have kept government open. It could have kept policies moving with its votes. Time after time after time on critical issues confronting this country, they couldn't come up with a majority.

As a matter of fact, on one occasion, Mr. McCarthy was the whip, Mr. Cantor was the majority leader, and Mr. Boehner was the Speaker. They offered a bill to keep government moving. They only got 84 of their colleagues, approximately one-third of their colleagues on their side of the aisle, to vote with them.

I don't want to hear about us shutting down government. We can't shut down government. They are in charge. The majority has the votes. You can do whatever you want. We get it. We may not like it any more than you liked it, but we get it.

But we voted on the hope that we would get some work done. We haven't moved anyplace except on the tax bill, which we think is bad for this country, in the last 90 days since we passed--and we passed. The CR would not have passed without us.

And, yes, we will not be held hostage. Yes, we will oppose what we think is a very, very bad tax bill and we think is an effort to avoid getting the work of this House done.

Mr. Speaker, I yield back the balance of my time.

Mr. Speaker, I yield myself such time as I may consume.

Mr. Speaker, I thank the gentleman for yielding me the customary 30 minutes.

Mr. Speaker, I rise in opposition to this rule. This rule that we are looking at today has two bills under it, and this is the 56th closed rule allowing no amendments that we are bringing to the floor this year. Over the past year, we have not considered any legislation under an open rule that would allow Republicans or Democrats to bring forward amendments here on the floor.

When the 115th Congress opened, Speaker Ryan promised regular order bills would make their way to the floor after hearings and markups. Instead, we have seen bill after bill rushed to the floor. Many bills haven't even gone through committee or skipped hearings. That is true for the failed healthcare bill, and it is also true for the tax bill currently in conference, the major bill this Congress.

This tax bill, that somehow we understand there is a ``deal'' on before the conference committee even met, was crafted behind closed doors, and no Member was able to offer their ideas on the House floor. I offered several bipartisan amendments in the Rules Committee, but they were locked out, as were amendments from every other Democrat and Republican that chose to offer amendments.

The tax legislation would explode our debt. It is a giveaway to wealthy corporations and does nothing to help the middle class.

Now, the benefit of having an open process is creating better ideas: having Democrats and Republicans bring forward those ideas, see who can muster a majority of votes here on the floor of the House, and include that in a tax bill. We are a legislature. That is how we are supposed to work.

Instead, a bill was crafted behind closed doors to raise taxes on 78 million Americans and add $1.7 trillion to the debt. When you add to the debt, that is a tax on future Americans. Instead of taxing them today, you are taxing them tomorrow. The tax-and-spend Republican Party continues to add to the deficit and add to the debt day after day after day.

Mr. Speaker, we only have a few legislative days left before the end of the year, and we have very important work to do, like reauthorizing the Children's Health Insurance Program and funding the government for the remainder of the fiscal year.

There are millions of Americans who have been negatively affected by devastating hurricanes and wildfires in Puerto Rico, Texas, Florida, and the Virgin Islands, and Congress has not stepped up to the plate.

There are also over 800,000 aspiring Americans who are at risk of being deported from the only country they have ever known as home because of the reckless actions of President Trump. Congress needs to act to find a real solution so DREAMers can continue to work legally in the communities that they live in, and they continue to thrive and give back to make our country even greater.

We have a lot of critical tasks ahead, which is why I am really surprised, with all of this work to do, and only 7 or 8 days to do it, that here we are considering two bills where we will have our debate, but they are not bills of great importance. We are using our floor time--very limited, 7 days before the end of the year--when we could be debating tax reform and offering amendments, when we could be addressing the needs of the DREAMers, where we could actually be doing something about the deficit, reining in out-of-control wasteful government spending. We are not doing any of that.

We are doing two minor bills that are favors for public companies, or whoever they are. I am happy to talk about them. I am going to do my role in debating them. One I am even fairly supportive of. But they are completely separated from the actual concerns of the American people.

No wonder the approval rating of this institution is under 15 percent, because we continue to debate these minor bills under a closed process, when, this very week, we could have had an open process for tax reform. We could be voting on 10 or 20 amendments a day, passing some and rejecting some. I have no problem if I bring forward some Democratic amendment and it fails. That is the process. That is fair.

But we have bipartisan, commonsense amendments that should be part of tax reform. Representative Schweikert and I have a bill to provide a de minimis exemption on taxation for use of cryptocurrencies, to allow them to be used for amounts under $600 in everyday purchases and to remove the specter of IRS enforcement.

Let's put it in. Let's have a vote on it. Let's see if a majority of Congress agrees with me. I hope they do. If not, I am a big boy. It is my job. I can go home. But to not even be able to fight for the issues that my constituents have hired me to fight for is not only the frustration I have, and not only the frustration many Republicans have, but it is the frustration the American people have with this institution.

Now, let's get to these bills. Typically, the Financial Services Committee did not hold a hearing on either of these rules. It is a closed rule.

The first one, H.R. 2396, the Privacy Notification Technical Clarification Act, would remove privacy notice requirements for financial institutions to consumers that share or sell a customer's personal information with third parties.

We are all for reducing unnecessary regulations. When I get to the next bill, the Republicans are actually trying to add paperwork and regulations. This one does, but it picks a very poor one to get rid of. It gets rid of privacy notices for financial institutions that tell consumers that they can share or sell their personal information. Of all of the places to cut paperwork, why would you want to cut the one piece that consumers and retail investors actually care about?

Back in September, 143 million Americans had their personal and sensitive information shared widely, as a result of a data breach at Equifax. Congress should be looking at ways to better secure our sensitive information--a cybersecurity bill, better information sharing--instead of actually making it easier for our personal information to be shared more widely and giving you, as the consumer, less ability to find out where it is being shared.

A hearing would be helpful to understand the full effects of this legislation to see what the unintended consequences are. We do know that it would eliminate clear disclosure to consumers about their privacy rights--never a good thing, especially in these times-- including a consumer's ability to opt out from having their information sold to certain third parties. We can do better.

The other bill, H.R. 4015, the Corporate Governance Reform and Transparency Act, makes a change to how proxy advisory firms provide information to shareholders. It would require that they make their recommendations available to companies.

This bill is problematic from a number of perspectives. Here is what it does. Proxy advisory firms provide independent advisory services for investors and have fiduciary responsibility to their investors.

Under this legislation, they would actually have to open themselves up to lobbying for companies and add additional paperwork. They would have to register with the SEC, whereas they now don't, before trying to issue vote recommendations or trying to change the corporate board.

Here is who the players are in this fight: On the one hand, you have public companies; on the other, you have investors, which means your pension fund, and mine, Mr. Speaker. It means university endowments. I know you all don't like those, and you are going to tax them soon. It means, perhaps, using an individual investor, through a mutual fund or other vehicle. So investors on one side, public corporations on the other.

But the problem is: it is not the shareholders of the public companies, it is the insular governance and management structure of those organizations. Many of them do need to be shaken up in the name of efficiency.

There are many examples of investor pressure that has been applied to good effect: to meaningful reforms and corporate governance; preventing conflict of interest, making sure that the board oversees the CEO are not just his golfing buddies, and he is on the board, or she is on the board, of their companies, too.

I have generally been on the side of investor empowerment in that: not to the extreme, not to make it impossible to be a CEO on a publicly traded company, to run a publicly traded company. But, if anything, we should make sure that the actual owners of the companies are empowered to make the changes they need to increase efficiency.

This bill goes the wrong way. It adds red tape and paperwork. It adds regulations to investors and prevents them from being able to exert influence in the same way they do today, adding one degree of additional regulation and paperwork to allow them to do the kinds of good governance activities in terms of running competitive fights for boards of directors.

Now, I get that there is another side. There can be a steamy underbelly to investor engagement as well. There are some investors who only care about short-term gains, who try to institute practices or bully management around in a way that is not conducive to long-term value but, rather, just pump-and-dump schemes that they try to make money off of, and I totally get that.

But in general, it is the owners of a company to whom the fiduciary responsibility of the directors and the CEO lie; and we should empower them, for better or for worse, to make the changes to increase the overall productivity of the company.

We should not burden investors with additional red tape, as Republicans are doing, by creating more bureaucracy and paperwork and compliance costs with this bill.

Frankly, I was surprised to see this bill come out of Financial Services Committee because Republicans have been fairly consistent in trying to remove regulations from Dodd-Frank. That has generally been the approach. I supported the removal of some of those unnecessary regulations. Others are important regulations, like this privacy disclosure that I don't think is a good idea.

But here, they are actually adding reporting requirements above and beyond Dodd-Frank. They are out ``Dodd-Franking'' Dodd-Frank. Republicans are saying there is not enough reporting; there is not enough paperwork; there is not enough money going to lawyers and accountants. In Dodd-Frank, we are going to require that they file even more paperwork with the SEC.

I think that is the wrong way to go, Mr. Speaker, and I urge my colleagues on both sides of the aisle to resist this effort to burden shareholders who actually own companies with additional costs and paperwork and prevent them from making necessary management improvements to the companies that, at the end of the day, are run for them, not for the benefit of management.

That is why I oppose this bill. Shareholders should have a right to impartial information about the company in which they have invested. We should minimize paperwork where possible. I have been proud to support a number of bipartisan proposals to do that. This bill goes the opposite way.

Mr. Speaker, I reserve the balance of my time.

Mr. Speaker, I yield myself such time as I may consume.

I include in the Record the Republican bill summary from the majority on the Rules Committee for H.R. 4015.

Committee on Rules

Pete Sessions, Chairman--December 11, 2017

H.R. 4015--Corporate Governance Reform and Transparency Act of 2017

Purpose: To improve the quality of proxy advisory firms for

the protection of investors and the U.S. economy, and in the

public interest, by fostering accountability, transparency,

responsiveness, and competition in the proxy advisory firm

industry.

Background and Legislative History: Each year, public

companies hold shareholder meetings at which the company's

shareholders vote for the company's directors and on other

significant corporate actions that require shareholder

approval. As part of this annual process, the Securities and

Exchange Commission (SEC) requires public companies to

provide their shareholders with a proxy statement before

shareholder meetings. A proxy statement includes all

important facts about the matters to be voted on at a

shareholder meeting, including, for example, information on

board of director candidates, director compensation,

executive compensation, related party transactions,

securities ownership by certain beneficial owners and

management, and eligible shareholder proposals. The

information contained in the statement must be filed with the

SEC before soliciting a shareholder vote on the election of

directors and the approval of other corporate actions.

Solicitations, whether by management or shareholders, must

disclose all important facts about the issues on which

shareholders are asked to vote.

In general, state corporate law governs shareholder voting

rights, including the types of corporate actions that require

shareholder approval. However, Section 14 of the Securities

Exchange Act of 1934 (Exchange Act) authorizes the SEC to

promulgate rules governing the solicitation of proxies for

most public companies. SEC Regulation 14A governs proxy

solicitations and sets forth the categories of information

that must be disclosed in proxy solicitations.

Largely as a result of the SEC's regulations, proxy

advisory firms now wield outsized influence in the U.S. proxy

system. In particular, regulators, market participants, and

academic observers have highlighted potential conflicts of

interest inherent in the business models and activities of

proxy advisory firms. For example, as indicated above, proxy

advisor firms may feel pressured by their largest clients--

many of whom are activist investors--to issue vote

recommendations that reflect those clients' specific agendas.

In addition, proxy advisory firms often provide voting

recommendations to investment advisers on matters for which

they also provide consulting services to public companies.

Mr. Speaker, the reason I do this is, my colleague from Georgia somehow said that it was laughable, this characterization that it is adding paperwork.

That is exactly what this bill does. In fact, in this exhibit, this is a Republican summary of their own bill. It says: ``The information contained in the statement must be filed with the SEC. . . .''

The whole bill is about adding paperwork. That is what the bill does. You can argue it is paperwork all you want because corporate CEOs want it and many existing board members want it. Investors don't want it. But we are talking about additional paperwork, and there is nothing in that statement that you can refute because the Republican bill summary explains that that is what they are doing. I mean, there is no disagreement.

And he is correct. I am sure there are some Democrats who support these bills, some Republicans who support them, some Republicans and Democrats who might oppose these bills, but that is what the bill does, it adds paperwork. That is why I mentioned I was surprised to see it come out of the Financial Services Committee that, in general, had been more interested in reducing paperwork. Here, they are interested in adding compliance cost and paperwork to investors.

Mr. Speaker, I have to say that if we defeat the previous question, I will offer an amendment to the rule to bring up Sean Patrick Maloney's bill, H.R. 4585, which would block the FCC's rule rolling back net neutrality from taking effect to ensure the internet remains open to all Americans.

Mr. Speaker, I ask unanimous consent to insert the text of my amendment in the Record, along with extraneous material, immediately prior to the vote on the previous question.

Mr. Speaker, I yield 4 minutes to the distinguished gentleman from New York (Mr. Sean Patrick Maloney) to discuss the proposal.

Mr. Speaker, I yield myself such time as I may consume.

I can see my good friend, Mr. Duffy, is very excited about this, very engaged. It is a hard issue. I don't think many Democrats are that excited either way. They are all going to decide where they stand because it is just a fight between corporate CEOs and big institutional investors. They are both fine. I mean, you have got to pick one or the other in voting ``yes'' or ``no'' on this bill.

I think, as Democrats, we are more interested in how the people are doing who are working for those companies. How are we doing about sustainable practices over time?

Yes, every Democrat and Republican will cast their vote here either for institutional investors or for corporate CEOs and insular boards. Fine.

It does add paperwork. We talked about that. Mr. Duffy said: Oh, it adds paperwork. Democrats should like it.

Yes, maybe there are some. I think some Democrats voted for it in committee. There are Democrats that want to increase paperwork. I am not one of them. I want to decrease paperwork and streamline it.

But, no, I am sure there will be some Democrats who support it. There are probably Democrats who, themselves, agree with the corporate CEOs over the institutional investors.

I have taken a company public. I have run private companies. I have seen this world. I think it is a good thing that the share of institutional investment has increased. I don't have the statistics in front of me. The gentleman from Wisconsin said something along the lines of 46 to 75 percent of the capital is institutional.

The big problem in public corporate governance is not too much shareholder engagement; it is not enough. When you have a diffuse shareholder base, when you don't have institutional investors, when you have, proverbially, 200 people who each own half a percent of the company or even more and they never talk and don't know each other, the ability of management to run amok in their own interests, to the detriment of the shareholders, plagues our public marketplaces.

So to have sophisticated, active investors who own enough and can work together, sometimes through these proxy fights when it comes to it, to be able to maximize long-term value is a good thing. It is a good thing.

Of course, everybody can point to times that it has been good for companies and times it has been bad. Generally speaking, this bill is adding paperwork to move the bar the wrong way, to move it towards management, away from shareholders.

I agree you need a balance. I wouldn't support a bill that moved it all the way to shareholders either. You are just encouraging agitators to get in on a short-term basis and speculative basis.

But I think we are close to the right place; and if you ask me where I would move it, I would move it a little the other way to empower shareholders. In fact, I have a bill that does that. It is part of a bigger bill, but it is a bill that gives shareholders more of a direct say over the pay of top executives because, again, there is a problem with insular corporate boards. Part of the answer is empowering institutional investors and empowering individual investors.

So, look, Democrats will hold their nose and vote for either corporate CEOs or for big investors, and that is fine. I firmly think that the best interests of our economy and the people and sustainability lie in moving it toward the investors.

This bill moves it the wrong way and adds paperwork and costs to the investors. So I really think it moves the wrong way, which is why I oppose this bill, and I urge my colleagues to vote ``no.''

There was also a discussion, Mr. Duffy mentioned why aren't we just talking about the rule. It is because, Mr. Speaker, like 56 other rules, it is a closed rule.

What else can we say about closed rules? We have said everything. There are no amendments. I could spend an hour complaining about how they are not allowing amendments in and it is closed and so are 56 other rules, but it is more productive to get to the underlying issues because we have had the debate on closed rules 56 times just in the last 10 months.

That is a record, Mr. Speaker. You should be proud of presiding over a record number of closed rules for a United States Congress. But it is not very interesting to talk about for another hour.

So they will talk about an interesting bill, a minor bill. I think I discussed that. I mean, we have a government shutdown; we have an issue with tax reform; we have DREAMers; we have a million things we could be doing. This is a minor bill.

Okay. Let's talk about the merits of giving the current corporate boards that might be too insular and the current CEOs and management a little more power, like this bill does, by increasing red tape and paperwork on investors versus the merits of empowering investors. Fine, we will have that discussion. We will cast our ballots. We will see what happens.

Another issue that is very important and timely that this Congress should get to is the one my good friend Mr. Sean Patrick Maloney raised. When we defeat the previous question, we can bring up an issue that, again, is not a partisan issue.

As the cofounder of Apple, Steve Wozniak, said, the end of net neutrality would end the internet as we know it. It is an issue every American citizen is looking to us to take leadership on.

In my time in office, I have had to make a number of controversial votes, whether it is for the Affordable Care Act or repeal of this or that, and oftentimes I hear from constituents on both sides. I remember we got thousands of letters for the Affordable Care Act, thousands of letters against it--very typical.

Net neutrality has been a unique and singular experience in my 9 years in Congress. We received 1,500 calls and over 5,000 emails about the issue, and I asked my staff to double-check this because I didn't believe this, and they did. One hundred percent of the emails and calls were for net neutrality. That is right. Not a single constituent of mine contacted me on the other side.

In a district that has a plurality of unaffiliated voters and a similar number of Republicans and Democrats, they are never shy to contact me. So it is not partisan. It certainly united Republicans, unaffiliated voters, and Democrats in my district to be unanimously for net neutrality, which surprised me. But it also means that Congress should not be tone deaf to that, and that is why it is important to defeat the previous question.

Republican Senators like Senator Thune have come together to call on colleagues to come together and protect net neutrality. My good friend and colleague from Colorado Mike Coffman announced that we should--the FCC should delay their vote and that we should protect net neutrality.

It is common sense, Mr. Speaker, and by defeating the previous question, we can get on to an issue that the American people care about rather than a fight between CEOs and investors and which side you take. It is about protecting your internet in your home so you can access the content of your choice--a consumer issue and an issue for small businesses.

We had a digital roundtable last night, Mr. Speaker. I think thousands of people from my district watched as I had several experts, including several small businesses from Colorado, talk about the importance of net neutrality to them in creating jobs and being able to have a predictable and sustainable business model, and then being able to compete with large, entrenched companies and be disruptive with new innovation.

So I hope that we can defeat the previous question and get on to that. If we don't, I am going to ask my colleagues to vote ``no'' on the bill that adds paperwork and costs, requiring SEC filings for the investors who are fighting bills, who are fighting proxy fights, and then I urge my colleagues to look closely at the privacy bill.

That one, again, I would not characterize as a major bill. I will be voting ``no.'' I understand there might be some Republicans and Democrats voting ``yes'' on that one as well. But, you know, whether they delete that clause or not is hardly the game changer for the economy that tax reform will be.

I have ideas, bipartisan ideas, bills that I have sponsored with my Republican colleagues that should be part of tax reform, that would help the economy go, that would create far more jobs than a two- sentence disclosure, whether it is there or not, and, frankly, more important, also, than this, whether the proxy fight people have to file with the SEC. I mean, I am sure they will be able to do it. I mean, yes, you Republicans want to give them more paperwork and create more bureaucracy, but I am sure they will survive.

But let's do something important like open process tax reform. We could be debating amendments right now and voting on them like our job--you know, like 100 amendments from Republicans and Democrats. I would even be open to let's just consider bipartisan amendments, throw out amendments that only Republicans support or only Democrats support.

To be fair, you are in the majority, Mr. Speaker, how about just amendments that Republicans alone support or are bipartisan? You don't have to do any Democratic amendments only because let's just have an open process. Let's allow some amendments.

Every amendment was locked out of tax reform. I offered like, what, 16 myself? I remember my colleague Mr. Woodall was there. They were commonsense ideas. There was a little fix I did with Mr. Tipton from Colorado for Kombucha, that is fermented tea, and it had to do with the tax treatment, de minimis. Senator Cory Gardner supports it in the Senate, our Republican Senator. Noncontroversial, next-to-no fiscal impact, and the Rules Committee still didn't even allow me to debate the amendment on the floor for 10 minutes, for 5 minutes, for 1 minute.

Mr. Speaker, enough with these closed rules, and I reserve the balance of my time.

Mr. Speaker, I yield myself the balance of my time.

Mr. Speaker, we have a couple problems with this rule. First of all, the rule brings to the floor the wrong bills. These are minor bills. I will give a recap in a moment, but oh, my goodness. Two sentences of a disclosure and a little more filing costs for pensions and investors. Okay. We will get past that. They probably won't become law anyway. You can blame it on the Senate, you can blame it on the House, but most of these things we do don't become law.

I understand that many of my colleagues are frustrated with the Senate, but whatever the case, we just do these things.

But there is stuff that might become law, that could become law, like tax reform; like the fact that the government is shutting down next week if we don't continue the funding. We have a clock ticking on our debt ceiling. We have 800,000 aspiring Americans who don't even know if they can go to work legally, like they can today, in another few months because of President Trump's decision to end their provisional status.

These are real issues--the cost of healthcare going up for my constituents and yours. But we are not doing that. We are bringing up two bills. I will give you the summary of them. Even these two bills, closed process, no amendments. If I was able to offer floor amendments, as I said, I could offer an amendment that would actually move the balance the other way toward investors and empowering investor activism, perhaps even look at giving them a safer pay, if you will, over executive pay, and reining in some of the problems of this bill. But we are not allowed. We are not allowed to offer any amendments here on the floor.

Again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again, again. That is 56, by my count.

That is 56 times Republicans have brought bills to the floor and haven't allowed Democrats or Republicans to offer amendments.

Look, my colleagues can say: Oh, Democrats weren't great on this, and they had too many when they controlled it. You know what? First of all, Republicans set a record. This is the most number of closed rules ever.

Secondly, I am not here to defend the Democrats. If the Democrats were in

charge, they should offer more open amendments. There is no question. But Republicans, whatever they complained about the Democrats, they outdid them by a big factor. Ten months, 56 bills that no single Member of the House is allowed to offer an amendment on just to have a fair up-or-down vote. It is wrong. It is wrong.

That is why I hope my colleagues can defeat this rule to say: Enough is enough.

Mr. Speaker, we have to defeat this rule and move on to the issues important to the American people, and I yield back the balance of my time.

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

Mr. Speaker, I thank the gentleman for yielding.

Mr. Speaker, on Monday, the House will meet at noon for morning hour and 2 p.m. for legislative business. Votes will be postponed until 6:30 p.m.

On Tuesday and the balance of the week, the House will meet as early as 10 a.m. for legislative business.

Mr. Speaker, the House will consider a number of suspensions next week, a complete list of which will be announced by close of business tomorrow.

This list will include several bills from the Science Committee that are part of the House Innovation Initiative. These bills support Americans pursuing careers in science, technology, engineering, and math, with a focus on veterans and individuals historically underrepresented in those fields.

Mr. Speaker, my friend and I recently cohosted the third Congressional Hackathon, and I think he and I would agree that STEM education is an issue of national competitiveness, and I look forward to the House passing these bills next week.

In addition, the House will consider two measures from the Financial Services Committee. First, H.R. 4015, the Corporate Governance Reform and Transparency Act sponsored by Representative Sean Duffy. This bill will improve the quality of the proxy research while increasing transparency for public companies and their investors.

Second, H.R. 3312, the Systemic Risk Designation Improvement Act sponsored by Representative Blaine Luetkemeyer. This bill replaces Dodd-Frank's arbitrary thresholds with a process that analyzes each institution of its individual risk factors.

Mr. Speaker, the House will also consider the conference report to accompany H.R. 1, the Tax Cuts and Jobs Act sponsored by Representative Kevin Brady. This historic legislation will cap off a 31-year journey to reform America's broken Tax Code. We will double the standard deduction, making the first $12,000 of income for an individual and $24,000 for a family tax free.

We will increase the child tax credit because investing in families is among the most important investments we make. We will reduce the tax rate on small businesses to the lowest rates that have been seen in 40 years. And we do all this while simplifying the Tax Code so Americans can file in minutes on a form the size of a postcard.

Republicans have championed cutting taxes and growing our economy for years, and I am excited to deliver this important promise.

Finally, Mr. Speaker, additional legislative items are expected, including legislation related to government funding and a number of other end-of-the-year priorities. I will be sure to inform all Members if additional items are added to our schedule.

Mr. Speaker, I thank my friend for yielding.

I expect the report to be filed online tomorrow. As you know, you have got to go through and make sure, from joint tax, filling in the dollar figures, and all anticipation is it will be online tomorrow for all of America to read.

Yes, that is accurate.

Mr. Speaker, I thank the gentleman for yielding.

There were a lot of questions about the schedule. I took notes because there were a lot of things said, but let me first make sure I can try to get through all of them.

You first mentioned many times, what I did not mention. Now, I was asked a question, when would we vote on the tax bill, so I want to be very clear. I answered the question. I said, yes, we will vote on it Tuesday. You said you have heard that it could be Tuesday, so I just said yes, and I didn't mention others because I wasn't asked other questions. But now that you have, let's walk through this.

One of your first arguments was debt. Do you realize, in this progrowth, tax-cutting, job creation bill, if it just grows four-tenths of 1 percent, it pays for all of it?

But what is interesting here is--don't take my word for it--what happens every day to the market when they realize Congress and the Senate is 1 day closer to passing the tax bill? Everybody with a 401(k) gets a pay raise.

The market has set more than 59 records since the election and our movement to passing a tax bill, and that is for all Americans who invested. Everybody's retirement is getting a little better because of it.

Now, what about on the jobs perspective? Well, Broadcom, which was created in America but left America based upon the current Tax Code, on the day of the announcement of our tax bill, said: We are coming back. It is not just that we are bringing so many jobs back. We are going to spend $3 billion a year in R&D. We are going to spend $6 billion in manufacturing.

And that is $20 billion a year in revenue for that company that is going to pay taxes now in America.

But I wonder, that is a big company. Do you know what I just read the other day? A company announcing they are going to Syracuse, New York, based upon our tax bill.

Yes, things are changing in America. People are excited about it.

But it is not just those that are going to hire these thousands of Americans to work. I want to make sure it happens in Maryland as well, so I wanted to look at your district, so here we go. My good friend represents Maryland's Fifth. He has done it for quite some time. Here are a few facts.

Currently, you have 47 percent of filers in Maryland Five that take the standard deduction, so they will be better off because they will get a doubling the day the President signs it.

Another 11 percent have itemized deductions that are less than our new higher standard deduction, so they, too, will save. Not only are they going to save money, they are going to save time. Instead of spending weeks trying to fill out a tax form, it is going to be done in minutes. And you know when they fill out their tax form, they are going to get money.

But they don't have to wait until April 15. Not only in your district, but across this country, check your check come February, because you know what is going to be in that check? More money because the standard deduction goes up.

So that is 58 percent of my friend's district is better off on day one. But from what you tell me, you don't think that is good enough to vote for. A majority of your district is better off on day one. That is not even talking about the small businesses.

Do you know, the small businesses in your district, those that are earning $400,000, they are going to save $19,000. I know we are dear friends, but I am not sure if I have ever known that you have owned a business.

You know my background. When I was 20, I started my first business. There were three lessons I learned that have never left me: I was the first one to work; I was the last one to leave; and I was the last one to be paid.

This is going to create more entrepreneurship, more opportunity, and more people are going to be hired.

Now, I know you are worried about the debt, but it just strikes me, this year, you voted for a budget just a couple of months ago--I am not going to go back to another Congress--that increased the deficit by $6.8 trillion. So we are only worried about the debt at certain times?

Well, this bill is actually going to grow the economy, as we have watched quarter after quarter after quarter of the administration.

Now, I have got to make sure I got all of it.

You talked about hearings. We have had 59 public hearings. We printed out, before we even ran to continue the majority, about what we would do on tax.

But let's get to the core. That was your district. Let's say to all Americans, it doesn't matter where you live. So anybody, it doesn't matter if you sit on that side of the aisle, on this side of the aisle. It doesn't matter if you are Democrat, Republican, or you are a Socialist. It doesn't matter what you are. You are an American first.

And you know what your constituents are going to see? Let's take the average family, the average family of four, making $55,000. You can write this down. You know how much tax they are going to pay? Zero. Zero. But that still is not good enough for you.

It is very interesting, in my social science studies, what the party on the other side of the aisle used to say they were for. I believe, back in the day, if you would have stood up here and said, ``I have got a tax bill that is going to make sure the average family of four, on the first $55,000, is going to pay zero,'' they not only would be excited, they would vote for it.

And you talk to me about bipartisanship. I really think that is a question for you, bipartisanship.

Is it bipartisanship when we reach out to you about CHIP, about healthcare for children, a place not to play politics?

We even stopped a hearing and a markup that we had scheduled well in the future because you came to us, your side of the aisle, and asked us to because you thought you could come to an agreement. Then we were told by your leadership, no, nobody could vote for it. We put things in the bill that we thought you would even want, but, no, you still voted ``no.''

And how many times have you told me on this floor, I think it was just a few months ago--and I will quote you, if I may--about government funding, because I was concerned because I had read some articles in The New York

Times that suggested, ``as a minority party struggling to show resistance in an era of President Trump, the Democrats are now ready to let the lights of government go dark.'' I read that to you because I wanted to know was that true or was that false.

Well, you said to me, when I asked my friend whether that rumor was true, he replied: ``. . . nobody on my side is talking about wanting to shut down the government. We don't want to shut down the government'' was your quote.

You continued to say: ``I would assure my friend that it is neither our intent nor our desire. As a matter of fact, we want to work quickly to avoid that happening. That is not good for, obviously, the American people; it is not good for managers trying to plan on how to deliver services; and it is certainly not good for our Federal employees. So I would want to work with you to make sure that doesn't happen.''

Mr. Speaker, that was in March, just 9 months ago. I wonder what changed in those 9 months because just last week--and I tell my friend, there was no partisanship in putting a continuing resolution on the floor for 2 weeks. There was no poison pill on this side of the aisle. It was a clean one. And I watched, sitting at this desk, how the vote was going, and I watched the other side, Mr. Speaker. I watched people, not that they just voted ``no.'' They were whipped into the position to vote ``no.'' I watched the tally. And once that tally got past the magic number of 218, I watched my good friend put his thumb up, because he gave the okay to those 14 Democrats in his conference that were sitting there, that were told not to vote until it passed. I just wonder what happened to bipartisanship on something that is so bipartisan.

I know the thousands of Federal employees you have in your district, but that is just--I listened, Mr. Speaker, to the leader of the Democratic Party on the other side who said, just 2 days prior, the only person talking about the shutdown is President Trump. Well, the only person taking action and whipping to get to a shutdown was on this floor.

We have had open hearings, Republican and Democrats. We have had an open, bipartisan, bicameral conference. They have walked through an entire bill. We have made sure Americans are going to get a tax cut and jobs are going to be created. It is already happening before the bill is even signed.

I am not sure if I didn't mention something else, because you try to correct if something was not mentioned. But I want to make sure I answered all those questions for you because I know, not just in your district, that every family of four making $55,000 will pay nothing, that all the small businesses that are going to hire new people--and I differ from you.

Maybe you will whip strongly against it like you whipped strongly against the CR and keeping government open, But I still think, when I look upon that tally on the tax bill, I think there will be some on your side. And why do I think that? Because they told me so.

But I still think, when I look upon that tally on the tax bill, I think there will be some on your side. And why do I think that? Because they told me so.

The only difference will be, at the end of the day, if they don't, if you keep the strong arm, and instead of releasing the thumb up once it passes and put it down, that is the only reason we won't have bipartisanship on the floor that day.

But I believe in America. I believe in this floor, and I believe in the individuals who fight so strongly to get here to represent their constituents; that they know the new jobs in their district, they know how much those families will save, and they will not let politics get the best of them. They will go against the tide to stop it. They believe that it will even be better. I look forward to that day.

I also look forward to my friend coming back to the quote he told me 9 months ago, because you know what? It is close to Christmas. We have military men and women defending us. The gentleman talked about that bill the President recently signed that, yes, he worked to strong-arm with me, that is going to make government more effective, efficient, and accountable. It also had a pay raise for our men and women. And when he voted ``no,'' he told them they weren't getting their raise. But worse, he went even further.

The gentleman questioned whether they could actually have the funds to continue the battle where they needed to be. We have been through shutdowns. We know nobody wins. I believe what he told me 9 months ago. I just want him to come back.

Mr. Speaker, I thank the gentleman for yielding.

I do look forward to these colloquies, and I first want to make sure history has it right. 137 economists sent a letter to Congress supporting our tax reform effort and saying it will accelerate growth. I don't know if the gentleman dislikes these 137, but these are economists. I don't judge the difference.

History says President Obama added more than $8 trillion to the national debt.

Now, how does that measure against all of the others?

Well, that is more than 43 prior Presidents combined. That is what history shows.

My friend is correct. He has been here much longer than I have. He actually had the majority for 40 years. He didn't balance the budget during that time. There was a common denominator that got the budget balanced in those 4 years, and that was the Republican majority who had to fight for it to get there.

The gentleman raised some other issues. He brought an issue up with a number of days. I don't think we should waste any time. He brought an issue up of we don't have a cap agreement to be able to work forward. It wasn't the gentleman, but it was his leader on the other side who decided not to go to the meeting at the White House.

The gentleman says that we should not waste our time on the floor. It wasn't this side, but we did have to take time up on this floor to make a motion to impeach the President. We took that time up on the floor. We didn't take the time up for CHIP and for the others.

I do remember the quote from my friend. We differ, sometimes philosophically, but we are friends and we are friends because I admire him. I admire principles. There are times when I have watched the gentleman stand for what he has said for years, and maybe his party has a different position. He doesn't hide from it. It is what he told the American public he would do, and he voted that way. And he will stand and oppose me because it is what he said in the past and what he said he would do.

But this is not something new. He has always said: ``Funding our government is not a game. When one side wins and the other side loses, a shutdown is not a political football to be tossed around so casually.'' I was personally shocked last week.

I wondered what would have happened as I watched your operation whip people to a ``no;'' as we watched the time click; as you watched, you held those who stood by the voting booth who wanted to vote ``yes'' but could not.

Had we not gotten enough votes to keep government open, would your side of the aisle have applauded? Would your side of the aisle thought they won victory?

And you do go back and it is correct, there were 90 Members on this side of the aisle who didn't vote for a CR, but you, like myself, understand a CR is usually a responsibility of both because it is bipartisan. No one is getting anything, and no one wants to end in that position.

We don't want to be in a CR and we don't want to vote for a CR. That is why we came to you so many times in the past when it came to CHIP. But, yes, I understand sometimes people can use it for politics. Let's push it all to the end so maybe we get an advantage with something else.

We wanted an agreement. That is why staff of those four leaders have been meeting, and actually came to a pretty close agreement.

So what do they do next?

Take it to the next level. Let's go to the White House because the White House has been in those meetings at the same time because the President has to sign the bill, the Senate, the House, and leaders on both sides. But when that meeting came just a few short weeks ago, your leaders wouldn't show up. And I take you at your word that you are willing to sit down. The rest of your leadership has to be willing to sit down, too.

But this idea that we want to hold government hostage, so many times I have heard the gentleman in the past say that was wrong. He asked about the things that haven't been done.

The thing I love the most--I believe in metrics. They have to be honest metrics. I will share them with you because I share them with our side of the aisle because I want us to be judged. I want us to know exactly where we are. And if we are not where we said we are going to be, we should actually work harder.

So I took the first Congress of every new President since George H.W. Bush. I wanted to see how many bills came through committee. Because the gentleman is right. When he read the ``Young Guns'' book--and I am not saying to buy it in any shape or form because I don't want to cause any ethics issues, but I don't get any money from it anyway. I give it to the veterans.

I don't even know if it is in print. I want the bills to come through committee because that is where the expertise is; that is where the open public process is; that is where amendments get to be offered, won or lost. More bills in a first Congress since George H.W. Bush have gone through committee.

Now, let's measure how many bills have gotten off this floor.

Does the gentleman realize that more bills have been passed out of this Congress than any Congress in the first term of a President in modern history back to George H.W. Bush?

And we did it by going through a transparent, open process; exactly what we pledged we would do in that book. So, yes, I am glad you read it and I am glad you took the words, and I would love to show you the graphs.

But let's walk back to this: government funding is important. Let's talk about it. Here are the facts: By mid-July, all 12 appropriations bills passed both subcommittee and full committee. That was July. On July 27, we passed the four appropriations bills off the House floor, which provided for critical national security. Now, my friend and nearly all of the Democrats voted ``no.''

On September 14, we passed the remaining eight appropriations bills off this floor. Now, my friend and nearly all of the Democrats voted ``no.''

But the most disappointing vote, as I mentioned, was last week on December 7 to fund the government. My friend and the Democrats all voted ``no.''

When I was young and I didn't always get my way, I would go to my parents and I would complain. But it is really odd that we got to this floor in a different nature, that someone would complain about something not getting done and never vote for anything.

Mr. Speaker, I like my friend. I want my friend, who, for decades, has talked about not playing games with the funding of government. I don't know where you have gone, but I want you to come back. I think America needs you back. I think that leadership will be important for both sides. And I will tell you, I would have been disappointed in you if I watched you applaud if you were successful in shutting down the government. Because I know that is not the man you are. I know that is not the person and the principles of what you stand for.

All of those votes that you said this side of the aisle didn't vote for, I stood and voted for those because leadership is different. We do take votes that are tougher than others. We do have to put politics aside, and we do have to look out for the best of this country. It may not be the mood of the politics on TV that maybe wants to fight more, or throw another motion on the floor to impeach, but there is a time that we should rise above.

I think going into the end of this year, we should think anew and act anew. I think America should not see a bad Christmas because one side of the aisle wanted to shut it down, and not for any other reason than they voted ``no'' on all of the bills that would have kept it open. If you had a cause, if you had a desire, and if you had a big desire, you would have shown up to the meeting to actually get the answer.

We could have a cap agreement. We could be done with it. We could make sure our men and women get the raises they deserve. We could make sure that those in battle theater have every opportunity so they are able to carry out their mission that we asked them to do in the safest manner possible. That is what I want to see.

Will the gentleman yield?

Let's make sure we are comparing apples to apples. That had a debt ceiling in it.

Mr. Speaker, I thank the gentleman for yielding.

But if you are going to compare a CR that you said was simple, it is not simple. We all know that. If you are going to compare it to the CR that you voted against last week, that had no debt ceiling on it. You explained to me numerous times of how many CRs you voted for in the past in this body and how Democrats came over with Republicans. Because, you know what, you and I both know that is normally how it works.

A CR is not an advantage for one or the other. And this is what I am most upset with. Our Founding Fathers created a body that could have compromise. But for some reason, in today's society, it is not just that you want one side to win. You want to try to crush the other side. That is not crushing one side or the other. That is actually hurting the American public.

So in a situation where we know that a continuing resolution is going to be short term, in 2 weeks, yes, I would expect half of the votes to come from your side and half of the votes to come from ours. That is what has happened in the past. I am just wondering where that went.

The gentleman is correct. There are many times we have worked together, on sanctions, on homeland and others. We work very well together.

The gentleman knows I came to you about CHIP when the committee was directed, on your side of the aisle, not to do anything with the majority party, so I came to you because of our history.

I came to the gentleman. I was under the impression. A Member came to me and said that. Maybe that is not true. Maybe that is not what Mr. Pallone wants.

But I came to you and said: Let's get together and work this out. I don't want to make CHIP partisan in any shape or form. We met, and we tried to work.

You came back to me and said: You have to go alone.

I said: That is not how I want to do it.

So what we did was we took everything we heard from the hearings. In good faith, the chairman of that committee, Greg Walden, stopped a markup because you requested--not you, but your ranking member. They weren't prepared. They wanted more time.

So we want to do everything in our power; but, at the end of the day, you couldn't be there. Twice, your side of the aisle voted against CHIP. You can't argue against it now. You voted against it.

When you talk about appropriations, I am very proud of what we did on appropriations. We haven't been able to do that in quite some time. But there were, in those first four bills--every single one of those 12 bills went through subcommittee and full committee. There were 126 amendments on the first four and 342 on the second.

Mr. Speaker, I thank the gentleman for yielding.

No. That is why I want you to join with me and get the Senate to move, because, as the gentleman knows, you don't control the Senate when you have 51 or 52 Members. Do you know what happens? It takes 60.

Now, I don't firmly believe in that, but that is the way they play it over in the Senate. That is why, when you don't have a cap agreement, that you need all four leaders to go to the White House. But when the two won't show up, the best thing to do is, is you don't show up, then don't complain I don't have an agreement.

The best way to complain is get all 12 bills off this floor with a simple majority. If that is good enough for America inside Congress, it should be good enough on the Senate side. But, unfortunately, that is not the case. So your side is able to hold it up, and I'm ashamed of that as well.

No. No. No.

Mr. Speaker, I thank my friend for yielding.

The gentleman is correct about compromise, but there is a real big difference between compromise and obstruction, to obstruct, when you talked about the Senate. It takes 60 votes to even get on to a bill. I know as well as my friend that you can utilize the Senate and the leadership of the House to stop something if you want to.

I will tell my friend that I am disappointed. What will you say to the 62,000? What will you say to the 62,000 Federal employees who live in your district? What will you say to them about every quote you made in the past that you should not play games with funding and shutting down the government?

You may think you can make that statement here. Your leader may think that she can say that only the President was talking about a shutdown. The President never whipped one vote to shut it down. He whipped it to stay open. History won't be kind.

Yes, we will come to a conclusion next week.

Mr. Speaker, I thank my friend for yielding.

Mr. Speaker, I understand what his words said. I also watched his actions. I also watched what he did last week to get Members to vote to keep it open because things did change. There was not compromise even though the bill was a compromise because there was no poison pill in it.

If we are going to carry everything ourselves, maybe we should put something in it. It was a compromise, but, unfortunately, you changed on the other side. You decided now is the time to shut the government down, try to blame somebody else.

The American people will see through that, and I will guarantee you that 62,000 people who work for the Federal Government in the Maryland Fifth District will not take that as an answer.

Mr. Speaker, I yield myself such time as I may consume.

Mr. Speaker, H.R. 4015, the so-called Corporate Governance Reform and Transparency Act, would create an untested, inappropriate, and burdensome regulatory framework for proxy advisory firms, making it much more difficult for shareholders to obtain unbiased research used to make well-informed voting decisions about the companies they own.

Institutional investors, like pension funds and mutual funds, typically invest money on behalf of hardworking Americans in a large number of public companies. In exchange for their investment, companies provide investors with shares of ownership and a say on important proposed changes to how the companies are run.

These proposals may relate to who sits on the board of directors, how much executives are paid, environmental practices, employee minimum wage, and nondiscrimination policies.

Shareholders often hire independent researchers called proxy advisory firms to help inform their voting decisions on the many proposals they consider each year.

H.R. 4015 contains numerous provisions that would undermine proxy advisory firms and the shareholders that rely on them for unbiased advice.

First, H.R. 4015 would essentially fulfill the wishes of corporate management by regulating proxy advisory firms out of existence. The bill requires proxy advisory firms to register with the Securities and Exchange Commission and authorizes the SEC to deny applications on a whim.

Additionally, H.R. 4015 would force proxy advisers to publicly disclose their internal proprietary research methodologies and voting policies, which firms invest time and money into developing.

The bill would also require proxy advisers to hire a sort of compliance department dedicated entirely to the grievances of corporate management rather than the adviser's own shareholder clients.

These burdensome requirements would deter new proxy advisers from entering the market and squeeze out smaller, cost-sensitive firms. As a result, shareholders would be faced with ever-increasing fees to obtain research from a shrinking universe of advisers.

Second, H.R. 4015 would grant corporate management the right to review and weigh in on a proxy adviser's draft recommendations before the shareholder-clients, who pay for the recommendations, get to see a final report. If management raises a complaint that the adviser disagrees with, the bill allows management to get the last word by publishing its dissenting opinion in the adviser's final report. In other words, the bill is the equivalent of requiring that a teacher clear a report card with a student before sending it to his or her parents.

Finally, H.R. 4015 is unnecessary in light of existing Federal securities

laws. For example, some proxy advisers, such as the largest firm, Institutional Shareholder Services, are already registered and regulated as investment advisers under the Investment Advisers Act of 1940. As such, they already owe heightened obligations to their customers; must make regular, comprehensive disclosures to regulators and the public; and are subject to periodic compliance examinations, among other legal responsibilities. Additionally, the SEC has already provided guidance on due diligence and oversight related to proxy advisers.

H.R. 4015 would replace this well-understood guidance with a harmful and inappropriate regulatory regime that undermines investors' ability to simply exercise their shareholder rights.

Tellingly, nothing in H.R. 4015 advances the bill's purported goals of ``fostering accountability, transparency, responsiveness, and competition in the proxy advisory firm industry.''

Shareholders hold corporations and their management accountable by casting well-informed votes on important issues of corporate governance, including issues of diversity. For example, a recent study by Ernst & Young found that corporate board diversity and gender pay equity were key themes in the 2017 proxy season. Specifically, Ernst & Young found that over half of the investors it interviewed included diversity as a board priority in 2017, and ``proposals asking boards to report on and increase their board diversity are among the top shareholder proposals submitted this year.''

H.R. 4015 would render these important accountability efforts ineffective, as the institutional shareholders driving governance changes would be less able to obtain the research needed to inform voting decisions.

Now, I can imagine that Americans listening to this debate may get confused that Republicans, who have been singularly focused on repealing important safeguards and protections for America's consumers and investors, are now claiming that they are seeking to protect investors with these new rules, but, Mr. Speaker, if this bill truly helped investors, why have so many from all over America written letters to Congress opposing H.R. 4015?

To name a few, the bill's opponents include public pension funds and government officials from California, Colorado, Connecticut, Florida, Illinois, New York, Ohio, Oregon, and Washington. These investors joined a letter from Council of Institutional Investors stating that H.R. 4015 ``would weaken corporate governance in the United States; undercut proxy advisory firms' ability to uphold their fiduciary obligation to their investor clients; and reorient any surviving firms to serve companies rather than investors.''

Proponents of effective corporate governance, including Americans for Financial Reform, Consumer Federation of America, Public Citizen, and Principles for Responsible Investment, have similarly written to oppose this bill. For example, the Consumer Federation of America wrote that H.R. 4015 ``would empower companies to bully proxy advisory firms into dropping their objections to management proposals or watering down their recommendations.''

Private institutional investors also agree that H.R. 4015 would leave shareholders reliant on biased information tilted toward the interests of company management. Sound corporate governance requires shareholders to have access to impartial information when voting on key corporate issues.

If our Nation's investors, who provide the capital for businesses to grow jobs and our economy, are unable to hold corporations accountable, they will be increasingly reluctant to invest. H.R. 4015 would, thereby, hurt the very businesses it purports to assist.

Mr. Speaker, for these reasons, I urge my colleagues to join me in opposing H.R. 4015.

Mr. Speaker, I reserve the balance of my time.

Mr. Speaker, I yield myself such time as I may consume.

It is not enough that my friends on the opposite side of the aisle just voted to give the biggest tax breaks to America's richest corporations. They are back here now supporting the control and the dominance of corporations over our investors who need protections. The difference between us and them, they are for deregulation of Dodd-Frank and protection for consumers to support, however they can give it, the biggest corporations in America.

Mr. Speaker, I yield 3 minutes to the gentlewoman from New York (Mrs. Carolyn B. Maloney), the distinguished ranking member of the Subcommittee on Capital Markets, Securities, and Investments.

Mr. Speaker, I yield 3 minutes to the gentleman from Georgia (Mr. David Scott), a hardworking member of the Financial Services Committee.

Mr. Speaker, I yield an additional 30 seconds to the gentleman from Georgia.

Mr. Speaker, I yield 3 minutes to the gentleman from Massachusetts (Mr. Capuano), an invaluable member of the Financial Services Committee.

Mr. Speaker, I yield an additional 30 seconds to the gentleman from Massachusetts.

Mr. Speaker, I yield myself such time as I may consume.

Mr. Speaker, the gentleman talked about what is happening in corporate America. They are dancing in the streets after that big tax cut that was just given by my friends on the opposite side of the aisle.

As to just a couple of companies--or too few companies--that are doing the advising for these investors, it was just a week or so ago that my friends on the opposite side of the aisle came here representing one company, Berkshire Hathaway, where they were asking this Congress to allow them to charge higher interest rates on the most vulnerable people in our population, with high interest rates and the terrible foreclosure practices all over this manufactured housing that Berkshire Hathaway is selling to these most vulnerable people in our society.

Mr. Speaker, I yield 3 minutes to the distinguished gentleman from Texas (Mr. Al Green), who is the ranking member of the Subcommittee on Oversight and Investigations.

Mr. Speaker, I yield 3 minutes to the gentlewoman from Texas (Ms. Jackson Lee.)

Mr. Speaker, I yield an additional 30 seconds to the gentlewoman from Texas.

Mr. Speaker, I yield myself such time as I may consume.

Mr. Speaker, I include in the Record letters from the California Public Employees' Retirement System, the California State Teachers' Retirement System, the Ohio Public Employees Retirement System, and the National Conference on Public Employee Retirement Systems.

California Public Employees' Retirement System Executive

Office,

Sacramento, CA, December 18, 2017.

Subject H.R. 4015, The ``Corporate Governance Reform and

Transparency Act of 2017''.

Hon. Kevin McCarthy,

Majority Leader, House of Representatives,

Washington, DC.

Hon. Nancy Pelosi,

Minority Leader, House of Representatives,

Washington, DC.

Dear Leaders McCarthy and Pelosi: On behalf of the

California Public Employees' Retirement System (CalPERS), I

write to express our opposition to H.R. 4015, the ``Corporate

Governance Reform and Transparency Act of 2017,'' which is

scheduled to be considered by the full House this week.

CalPERS is the largest public, defined benefit pension plan

in the United States, with approximately $346.13 billion in

global assets, as of market close December 13, 2017. CalPERS

manages investment assets on behalf of more than 1.8 million

public employees, retirees, and beneficiaries. As a global,

institutional investor that invests in more than 11,000

public companies worldwide, we rely on the integrity and

efficiency of our financial markets to furnish the long-term

sustainable, risk-adjusted returns that allow us to meet our

liabilities.

Although we support the House Financial Services

Committee's focus on bipartisan ways to foster a system that

promotes capital formation and maximizes shareowner value, we

have several substantive concerns about H.R. 4015. Given the

large number of public companies in which CalPERS holds

voting shares, we use proxy advisory firms and other data

providers to assist us with analysis of management and

shareowner proposals and director elections. In providing

these services to CalPERS, these firms are guided by our

Governance and Sustainability Principles and proxy voting

policies to efficiently provide independent research and

analysis that helps to inform our voting decisions. While we

are certainly in favor of ensuring that proxy advisory firms

are well-regulated and transparent, we oppose efforts to

create an unduly burdensome regulatory regime in this area.

H.R. 4015 would create such a regulatory regime by

establishing conflict of interest management requirements

that are duplicative of existing Securities and Exchange

Commission (SEC) authority. Currently, shareowners pay proxy

advisory firms through contractual arrangements, and this

provision of H.R. 4015 appears designed to fix a problem that

does not exist among contracting parties.

In addition, the bill would establish a process by which

corporations have preliminary access to the proxy information

that investors pay for under contracts with proxy advisory

firms. At the same time, corporations that do not provide

early access to their consultants' positions on items subject

to shareowner votes would not be required to register with

the SEC. The bill would also significantly increase proxy

voting costs for investors and create additional barriers to

entry for new proxy advisory firms. Finally, the bill's

definition of ``proxy advisory firm'' makes it unclear

whether the intent is to regulate the thousands of entities

that provide advice to institutional investors or only the

three or so that would be considered proxy advisory firms

under this definition.

Considering the SEC's limited resources and ever-increasing

responsibilities for addressing a broad range of emerging

challenges in our securities markets, it would be imprudent

to impose unnecessary requirements on the agency. As an

institutional investor that uses proxy advisory services, we

oppose H.R. 4015.

Thank you for your consideration of these views. Please do

not hesitate to contact me if we can be of any assistance.

Sincerely,

Marcie Frost,

Chief Executive Officer.

Mr. Speaker, they are frightened, absolutely frightened, that we could possibly be on the floor today negotiating with the opposite side of the aisle about investment advisers.

They can't understand why it is that we have Members of Congress who do not understand how important it is to have someone protecting the interest of middle class workers all over America.

You have heard the reference to the teachers, firefighters, garbage collectors, and on and on and on. These people work every day. They invest in their retirement and they expect their retirement to be taken care of, honored, and not to be basically undermined by corporate interests. So these investment advisers are extremely important to the investors of these retirement systems.

Having said that, Mr. Speaker, H.R. 4015 is simply the latest effort by Republicans to check off every item on the corporate wish list before the holidays. The bill would empower corporate management at the expense of institutional shareholders, like our Nation's public pension plans, by allowing corporations to unfairly influence proxy voting recommendations.

Because of the size of their portfolios, public pension plans who may hold shares in thousands of companies must rely on proxy advisers to provide independent research and voting recommendations on the merits of proposals. Without the work of proxy advisers, institutional investors would, in practical terms, be left voiceless on corporate matters that are important to them, including governance, board

compensation, executive pay, and environmental sustainability.

H.R. 4015 would give corporate management the unprecedented right to interfere in the relationship between institutional investors and the proxy advisers they hire.

At its core, the bill is based on the false premise that shareholders blindly follow the recommendations of proxy advisers who themselves are beholden to activist interests. This belief is directly contradicted by reality.

For example, in 2017, the largest proxy advisory firm recommended ``no'' votes on less than 12 percent of say-on-pay proposals, which are nonbinding votes on executive compensation practices required under the Dodd-Frank Act. That means they sided with company management 88 percent of the time.

When it comes to director elections, the largest proxy firm voted ``yes''--``yes'' votes for 90 out of 100 directors. Proxy advisers understand that the vast majority of companies' proposals are good for shareholders, but not for all.

Mr. Speaker, I ask for a ``no'' vote on this misdirected bill, and I yield back the balance of my time.

Mr. Speaker, I include in the Record the following letters:

Americans for Financial Reform,

Washington, DC, December 18, 2017.

Dear Representative: On behalf of Americans for Financial

Reform (AFR), we are writing to urge you to vote against H.R.

4015, the ``Corporate Governance Reform and Transparency Act

of 2017'', which will be considered on the House floor this

week. By placing an excessive and unnecessary regulatory

burden on proxy advisory firms, this bill would unfairly

disadvantage shareholders as compared to firm management, and

raise serious First Amendment concerns as well. AFR joins

major representatives of shareholders such as the Council of

Institutional Investors (CII) and the California Public

Employee Retirement System (CALPERS) in opposing this bill.

H.R. 4015 would establish a new Federal regulatory scheme

for proxy advisory firms. These firms provide institutional

investors, including pension funds, with the research and

information they need in order to exercise their voting

rights as shareholders. The regulations proposed in H.R. 4015

would require proxy advisory firms to provide the management

of public companies with detailed voting recommendations

relevant to their firms before these recommendations were

shown to shareholders who paid for proxy advisory services.

Advisory firms would also be required to resolve any

complaints from firm management, and employ an ombudsman to

ensure that such complaints were addressed. If complaints

were not resolved to the satisfaction of firm management,

then the full text of complaints from companies would be

included next to voting recommendations in proxy advisory

reports. Regulations would also mandate extensive disclosure

requirements for the details of proxy advisory methodologies,

reducing incentives to invest in developing such

methodologies. The costs of this regulatory regime would be

passed on to investors and pension funds that use proxy

advisory services.

The regulatory scheme is a transparent attempt to weaken if

not eliminate the independence of proxy advisory firms from

firm management by placing sharp restrictions on their

expression of opinions which differ from those of firm

management. Besides raising First Amendment issues, this

improperly restricts the ability of shareholders to obtain

independent views on how they should exercise their voting

rights.

This legislation cannot be justified, as some have

attempted to do, by any analogy to the regulation of credit

rating agencies. Proxy advisory services do not face a

fundamental conflict of interest in their business model

because they are not paid by securities issuers while

providing certification of securities quality to securities

investors. They also have not been implicated in massive

fraudulent behavior that contributed directly to a global

financial crisis. Further, proxy advisory services are

clearly recognized as providing opinions regarding voting

decisions, in a context where many other such opinions are

available, rather than being entities that certify the

quality of securities.

Any concerns about the independence of proxy advisory

services can be addressed by simply requiring such services

to register as investment advisors under the Investment

Advisors Act. The radical regulatory scheme laid out in H.R.

4015 goes far beyond anything even mentioned in the recent

Treasury Department report on capital markets, which examined

the issue of proxy advisory firms and recommended only that

regulators engage in ``further study and evaluation of proxy

advisory firms, including regulatory responses to promote

free market principles if appropriate.'' The regulatory

scheme in H.R. 4015, besides being misguided in other ways,

certainly does not promote free market principles.

The effort in H.R. 4015 to eliminate the independent voice

of proxy advisory services should be rejected. We urge you to

vote against it.

For more information please contact AFR's Policy Director,

Marcus Stanley.

Sincerely,

Americans for Financial Reform.

Mr. Speaker, pursuant to House Resolution 657, I call up the bill (H.R. 4015) to improve the quality of proxy advisory firms for the protection of investors and the U.S. economy, and in the public interest, by fostering accountability, transparency, responsiveness, and competition in the proxy advisory firm industry, and ask for its immediate consideration in the House.

Mr. Speaker, I ask unanimous consent that all Members have 5 legislative days to revise and extend their remarks and submit extraneous material on the bill under consideration.

Mr. Speaker, I yield myself such time as I may consume.

Mr. Speaker, I rise in strong support of H.R. 4015, the Corporate Governance Reform and Transparency Act of 2017, and I thank the sponsor of this legislation, the gentleman from Wisconsin (Mr. Duffy), the chairman of the Housing and Insurance Subcommittee of our committee, for offering this bill.

Each year, Mr. Speaker, public companies hold shareholder meetings wherein shareholders vote for the companies' directors and on other significant corporate actions that require shareholder approval.

Mr. Speaker, the Securities and Exchange Commission requires that, before these annual shareholder meetings take place, public companies must provide shareholders with proxy statements that include all important facts about matters to be voted on at a shareholder meeting. Many shareholders and investment advisers rely on information provided by proxy advisory firms to guide their votes on these matters.

H.R. 4015 would enhance transparency in the shareholder proxy system by requiring proxy advisory firms to register with the SEC, disclose potential conflicts of interest and codes of ethics, and make their methodologies public.

Mr. Speaker, this is a pure disclosure bill, nothing more, nothing less. Proxy firms play an outsized role in the U.S. economy in shaping corporate governance. They counsel pension plans, mutual funds, and other institutional investors about how to vote the shares of corporations that they own.

With respect to institutional investors, Mr. Speaker, the share of institutional investor ownership was roughly 46 percent as recently as 1987, but today, that figure is more than 75 percent; in other words, the volume of proxy votes for which investors are responsible has grown into the billions.

In 2003, the SEC adopted a rule under the Investment Advisers Act that requires an investment adviser to vote in

the best interest of their clients' own proxies. A series of SEC no- action letters give the investment adviser a fundamental safe harbor from liability if they use a proxy adviser.

As a result, institutional investors have increasingly relied on proxy advisory firms to help them decide how to vote their shares. However, regulators, market participants, and academic observers have highlighted potential conflicts of interest that are inherent in the business models and activities of proxy advisory firms.

The committee, for example, is aware of numerous instances whereby the two largest proxy advisory firms have issued vote recommendations to shareholders that include errors, misstatements of facts, and incomplete analysis.

For example, in one instance, a company reported that, even though the total shareholder return the company actually had generated for its shareholders was 64 percent, a proxy advisory firm, Glass Lewis, erroneously reported this calculation to be 26 percent.

Another company reported that ISS erroneously reported that the company's long-term cash awards will vest and pay out their maximum opportunity in the event of a change in control. Well, this was reported even though the company's plan had been amended and approved by the shareholders years earlier in a manner that would pay out at target upon change in control, and there are many other examples.

Some proxy advisory firms' recommendations have been made without any contact to the public company at all, and then these same proxy advisory firms encourage companies to join their service in order to have the privilege to ``influence'' an advisory firm's recommendations. I suspect, for many people, this simply does not pass the smell test.

An industrial company told its shareholders, Mr. Speaker: ``ISS' negative recommendation was based on flawed analysis of our compensation programs that did not appropriately take into account the significant declines in our CEO's pay in 2015 or the performance-based nature of our annual and long-term incentive compensation programs.''

A pharmaceutical company responded to a proxy advisory firm's recommendations with this statement: ``For the second year in a row, Glass Lewis did not include its full pay for performance analysis in this report. For shareholders who rely only on Glass Lewis materials to make voting decisions, there is no discussion of the company's industry-leading performance over this time period.''

Again, Mr. Speaker, there are many, many more examples like these.

So another concern that many people have, Mr. Speaker, is that the two largest proxy advisory firms collectively--collectively--make up 97 percent of the proxy advisory industry--97 percent. This monopolization and the lack of transparency regarding proxy advisory firms means that the writings, analysis, reports, and voting recommendations of these two firms have a disproportionate effect on fundamental corporate transactions like mergers or acquisitions, the approval of corporate directors, and shareholder proposals. In other words, these two firms have a huge impact on our economy.

The bill of the gentleman from Wisconsin (Mr. Duffy) helps address these concerns by setting up a new regulatory regime for proxy advisory firms that looks out for the interest of investors, shareholders, by ensuring they receive complete information through the proxy process and can better vote in a manner consistent with shareholder interest as opposed to the potential conflicted interest of a proxy firm.

Mr. Duffy's bill also helps ensure that shareholders and their proxies have access to accurate information regarding companies by allowing companies to provide input on proxy recommendations. This is especially important for emerging growth companies that rely heavily on investors.

A bad proxy recommendation in which emerging growth companies cannot refute the recommendation can be devastating to those emerging growth companies and, thus, have a harmful impact on our economy.

In a letter to our committee, the Biotechnology Innovation Organization wrote: ``Small business innovators operate in a unique industry that values a strong relationship with investors. Yet they are often held to standards that are not applicable to their company and forced to engage in proxy fights over issues that do not add value to shareholders.''

H.R. 4015 would provide for SEC oversight of proxy advisory firms, ensuring that they operate within appropriate boundaries and can be held accountable to regulators and the public.

To be clear, Mr. Speaker, nothing in this bill permits companies to rewrite a proxy firm's report or forces a proxy firm to change its recommendation based on feedback received from the company.

In summary, H.R. 4015 will improve transparency in the proxy system and enhance shareholder access to information by ensuring that proxy advisory firms are registered with the SEC, disclose potential conflicts of interest and codes of ethics, and make publicly available their methodologies for forming proxy recommendations and analysis. For every Member who believes in investor protection and supports a healthier economy, they should support H.R. 4015.

Mr. Speaker, I reserve the balance of my time.

Mr. Speaker, I yield myself 10 seconds.

Mr. Speaker, it is a historic day in America. Republicans deliver historic tax relief for working Americans and small businesses.

The ranking member has articulated concern over burdensome requirements. I look forward to working with her now on reducing the burdensome requirements of the Dodd-Frank Act.

Mr. Speaker, I yield 4 minutes to the gentleman from Michigan (Mr. Huizenga), the chairman of the Committee on Financial Services' Subcommittee on Capital Markets, Securities, and Investments.

Mr. Speaker, I yield an additional 1 minute to the gentleman from Michigan (Mr. Huizenga).

Mr. Speaker, I yield 3 minutes to the gentleman from Arkansas (Mr. Hill), our Republican Conference whip.

Mr. Speaker, I yield an additional 30 seconds to the gentleman from Arkansas.

Mr. Speaker, I yield 4 minutes to the gentleman from North Carolina (Mr. Budd).

Mr. Speaker, I yield myself 10 seconds just to say that, if the gentleman is so busy he can't read a 100-page proxy statement, perhaps he could read a 20-page bill and he would realize that his comments have almost absolutely nothing to do with the bill whatsoever.

Mr. Speaker, I yield 5 minutes to the gentleman from Wisconsin (Mr. Duffy), the sponsor of the legislation and the chairman of the Financial Services Subcommittee on Housing and Insurance.

Mr. Speaker, I yield an additional 1 minute to the gentleman from Wisconsin.

Mr. Speaker, may I inquire how much time I have remaining?

Mr. Speaker, I yield myself the balance of my time.

Mr. Speaker, while I was fascinated to hear so many of my friends on the other side of the aisle exclaim how much they care about working Americans, it just makes we wonder why now twice--twice--in the last 24 hours they have voted against giving the average working American a $2,059 tax cut. Twice now they have voted to deny working Americans tax relief in order to bolster their paychecks. I wonder about that.

I also wonder, as I listened to this litany of groups whose letters were entered into the Record, how often I heard labor union; government pension; Washington, D.C.; and special interest group.

What I didn't hear about is average working Americans who have their investment in trying to save to buy a home, trying to perhaps fund a small business, or send a kid to college. It is their interest that we are trying to stand up for.

So what we know is that the SEC--the Securities and Exchange Commission--have, for all intents and purposes, required investment advisers to use one of two proxy advisory firms, one of which, as my colleague, the author of the bill pointed out, is owned by a foreign labor union. Yet the SEC requires us to use them.

So here is the radical nature of the bill: the bill, H.R. 4015, simply says that we ought to have transparency--something apparently my friends across the other side of the aisle are against.

We say they have to register with the SEC--something my friends on the other side of the aisle are against.

They have to disclose potential conflicts of interest. Apparently my friends on the other side are against that.

They have to disclose codes of ethics. Apparently my friends on the other side of the aisle are against that, as well as making their methodologies public.

This is a disclosure bill to help investors, pure and simple. We ought to vote in favor of H.R. 4015.

Mr. Speaker, I yield back the balance of my time.

Mr. Speaker, I claim the time in opposition.

Mr. Speaker, I listened carefully. I didn't hear anything about labor union political campaign contributions, known political allies of the Democratic Party.

This is yet one more assault on the First Amendment's freedom of speech by my friends on the other side of the aisle. Mr. Speaker, it ought to be rejected, and I yield back the balance of my time.