[Pages H6295-H6312]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]

JOBS AND INVESTOR CONFIDENCE ACT OF 2018

Mr. HENSARLING. Mr. Speaker, I move to suspend the rules and pass the
bill (S. 488) to increase the threshold for disclosures required by the
Securities and Exchange Commission relating to compensatory benefit
plans, and for other purposes, as amended.
The Clerk read the title of the bill.
The text of the bill is as follows:

S. 488

Be it enacted by the Senate and House of Representatives of
the United States of America in Congress assembled,

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

(a) Short Title.--This Act may be cited as the ``JOBS and
Investor Confidence Act of 2018''.
(b) Table of Contents.--The table of contents for this Act
is as follows:

Sec. 1. Short title; table of contents.

TITLE I--HELPING ANGELS LEAD OUR STARTUPS

Sec. 101. Definition of angel investor group.
Sec. 102. Clarification of general solicitation.

TITLE II--CREDIT ACCESS AND INCLUSION

Sec. 201. Positive credit reporting permitted.

TITLE III--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE
SIMPLIFICATION

Sec. 301. Registration exemption for merger and acquisition brokers.
Sec. 302. Effective date.

TITLE IV--FAIR INVESTMENT OPPORTUNITIES FOR PROFESSIONAL EXPERTS

Sec. 401. Definition of accredited investor.

TITLE V--FOSTERING INNOVATION

Sec. 501. Temporary exemption for low-revenue issuers.

TITLE VI--END BANKING FOR HUMAN TRAFFICKERS

Sec. 601. Increasing the role of the financial industry in combating
human trafficking.
Sec. 602. Coordination of human trafficking issues by the Office of
Terrorism and Financial Intelligence.
Sec. 603. Additional reporting requirement under the Trafficking
Victims Protection Act of 2000.
Sec. 604. Minimum standards for the elimination of trafficking.

TITLE VII--INVESTING IN MAIN STREET

Sec. 701. Investment in small business investment companies.

TITLE VIII--EXCHANGE REGULATORY IMPROVEMENT

Sec. 801. Findings.
Sec. 802. Facility defined.

TITLE IX--ENCOURAGING PUBLIC OFFERINGS

Sec. 901. Expanding testing the waters and confidential submissions.

TITLE X--FAMILY OFFICE TECHNICAL CORRECTION

Sec. 1001. Accredited investor clarification.

TITLE XI--EXPANDING ACCESS TO CAPITAL FOR RURAL JOB CREATORS

Sec. 1101. Access to capital for rural-area small businesses.

TITLE XII--FINANCIAL INSTITUTION LIVING WILL IMPROVEMENT

Sec. 1201. Living will reforms.

TITLE XIII--PREVENTION OF PRIVATE INFORMATION DISSEMINATION

Sec. 1301. Criminal penalty for unauthorized disclosures.

TITLE XIV--INTERNATIONAL INSURANCE STANDARDS

Sec. 1401. Short title.
Sec. 1402. Congressional findings.
Sec. 1403. Requirement that insurance standards reflect United States
policy.
Sec. 1404. State insurance regulator involvement in international
standard setting.
Sec. 1405. Consultation with Congress.
Sec. 1406. Report to Congress on international insurance agreements.
Sec. 1407. Covered agreements.
Sec. 1408. Inapplicability to trade agreements.

TITLE XV--ALLEVIATING STRESS TEST BURDENS TO HELP INVESTORS

Sec. 1501. Stress test relief for nonbanks.

TITLE XVI--NATIONAL STRATEGY FOR COMBATING THE FINANCING OF
TRANSNATIONAL CRIMINAL ORGANIZATIONS

Sec. 1601. National strategy.
Sec. 1602. Contents of national strategy.
Sec. 1603. Definitions.

TITLE XVII--COMMON SENSE CREDIT UNION CAPITAL RELIEF

Sec. 1701. Delay in effective date.

TITLE XVIII--OPTIONS MARKETS STABILITY

Sec. 1801. Rulemaking.
Sec. 1802. Report to Congress.

TITLE XIX--COOPERATE WITH LAW ENFORCEMENT AGENCIES AND WATCH

Sec. 1901. Safe harbor with respect to keep open letters.

TITLE XX--MAIN STREET GROWTH

Sec. 2001. Venture exchanges.

TITLE XXI--BUILDING UP INDEPENDENT LIVES AND DREAMS

Sec. 2101. Mortgage loan transaction disclosure requirements.

TITLE XXII--MODERNIZING DISCLOSURES FOR INVESTORS

Sec. 2201. Form 10-Q analysis.

TITLE XXIII--FIGHT ILLICIT NETWORKS AND DETECT TRAFFICKING

Sec. 2301. Findings.
Sec. 2302. GAO Study.

TITLE XXIV--IMPROVING INVESTMENT RESEARCH FOR SMALL AND EMERGING
ISSUERS

Sec. 2401. Research study.

TITLE XXV--DEVELOPING AND EMPOWERING OUR ASPIRING LEADERS

Sec. 2501. Definitions.

TITLE XXVI--EXPANDING INVESTMENT IN SMALL BUSINESSES

Sec. 2601. SEC study.

TITLE XXVII--PROMOTING TRANSPARENT STANDARDS FOR CORPORATE INSIDERS

Sec. 2701. SEC study.

TITLE XXVIII--INVESTMENT ADVISER REGULATORY FLEXIBILITY IMPROVEMENT

Sec. 2801. Definition of small business of small organization.

TITLE XXIX--ENHANCING MULTI-CLASS SHARE DISCLOSURES

Sec. 2901. Disclosure Relating to Multi-Class Share Structures.

TITLE XXX--NATIONAL SENIOR INVESTOR INITIATIVE

Sec. 3001. Senior Investor Taskforce.
Sec. 3002. GAO study.

TITLE XXXI--MIDDLE MARKET IPO UNDERWRITING COST

Sec. 3101. Study on IPO fees.

TITLE XXXII--CROWDFUNDING AMENDMENTS

Sec. 3201. Crowdfunding vehicles.
Sec. 3202. Crowdfunding exemption from registration.

TITLE I--HELPING ANGELS LEAD OUR STARTUPS

SEC. 101. DEFINITION OF ANGEL INVESTOR GROUP.

As used in this title, the term ``angel investor group''
means any group that--
(1) is composed of accredited investors interested in
investing personal capital in early-stage companies;
(2) holds regular meetings and has defined processes and
procedures for making investment decisions, either
individually or among the membership of the group as a whole;
and
(3) is neither associated nor affiliated with brokers,
dealers, or investment advisers.

SEC. 102. CLARIFICATION OF GENERAL SOLICITATION.

(a) In General.--Not later than 6 months after the date of
enactment of this Act, the Securities and Exchange Commission
shall revise Regulation D of its rules (17 C.F.R. 230.500 et
seq.) to require that in carrying out the prohibition against
general solicitation or general advertising contained in
section 230.502(c) of title 17, Code of Federal Regulations,
the prohibition shall not apply to a presentation or other
communication made by or on behalf of an issuer which is made
at an event--
(1) sponsored by--
(A) the United States or any territory thereof, by the
District of Columbia, by any State, by a political
subdivision of any State or territory, or by any agency or
public instrumentality of any of the foregoing;
(B) a college, university, or other institution of higher
education;
(C) a nonprofit organization;
(D) an angel investor group;
(E) a venture forum, venture capital association, or trade
association; or
(F) any other group, person or entity as the Securities and
Exchange Commission may determine by rule;
(2) where any advertising for the event does not reference
any specific offering of securities by the issuer;
(3) the sponsor of which--

[[Page H6296]]

(A) does not make investment recommendations or provide
investment advice to event attendees;
(B) does not engage in an active role in any investment
negotiations between the issuer and investors attending the
event;
(C) does not charge event attendees any fees other than
administrative fees;
(D) does not receive any compensation for making
introductions between investors attending the event and
issuers, or for investment negotiations between such parties;
(E) makes readily available to attendees a disclosure not
longer than 1 page in length, as prescribed by the Securities
and Exchange Commission, describing the nature of the event
and the risks of investing in the issuers presenting at the
event; and
(F) does not receive any compensation with respect to such
event that would require registration of the sponsor as a
broker or a dealer under the Securities Exchange Act of 1934,
or as an investment advisor under the Investment Advisers Act
of 1940; and
(4) where no specific information regarding an offering of
securities by the issuer is communicated or distributed by or
on behalf of the issuer, other than--
(A) that the issuer is in the process of offering
securities or planning to offer securities;
(B) the type and amount of securities being offered;
(C) the amount of securities being offered that have
already been subscribed for; and
(D) the intended use of proceeds of the offering.
(b) Rule of Construction.--Subsection (a) may only be
construed as requiring the Securities and Exchange Commission
to amend the requirements of Regulation D with respect to
presentations and communications, and not with respect to
purchases or sales.
(c) No Pre-existing Substantive Relationship by Reason of
Event.--Attendance at an event described under subsection (a)
shall not qualify, by itself, as establishing a pre-existing
substantive relationship between an issuer and a purchaser,
for purposes of Rule 506(b).
(d) Definition of Issuer.--For purposes of this section and
the revision of rules required under this section, the term
``issuer'' means an issuer that is a business, is not in
bankruptcy or receivership, is not an investment company, and
is not a blank check, blind pool, or shell company.

TITLE II--CREDIT ACCESS AND INCLUSION

SEC. 201. POSITIVE CREDIT REPORTING PERMITTED.

(a) In General.--Section 623 of the Fair Credit Reporting
Act (15 U.S.C. 1681s-2) is amended by adding at the end the
following new subsection:
``(f) Full-File Credit Reporting.--
``(1) In general.--Subject to the limitations in paragraphs
(2) through (4) and notwithstanding any other provision of
law, a person or the Secretary of Housing and Urban
Development may furnish to a consumer reporting agency
information relating to the performance of a consumer in
making payments--
``(A) under a lease agreement with respect to a dwelling,
including such a lease in which the Department of Housing and
Urban Development provides subsidized payments for occupancy
in a dwelling; or
``(B) pursuant to a contract for a utility or
telecommunications service.
``(2) Limitation.--Information about a consumer's usage of
any utility services provided by a utility or
telecommunication firm may be furnished to a consumer
reporting agency only to the extent that such information
relates to payment by the consumer for the services of such
utility or telecommunication service or other terms of the
provision of the services to the consumer, including any
deposit, discount, or conditions for interruption or
termination of the services.
``(3) Payment plan.--An energy utility firm, telephone
company, or wireless provider may not report payment
information to a consumer reporting agency with respect to an
outstanding balance of a consumer as late if--
``(A) the energy utility firm, telephone company, or
wireless provider and the consumer have entered into a
payment plan (including a deferred payment agreement, an
arrearage management program, or a debt forgiveness program)
with respect to such outstanding balance; and
``(B) the consumer is meeting the obligations of the
payment plan, as determined by the energy utility firm,
telephone company, or wireless provider.
``(4) Relation to state law.--Notwithstanding section 625,
this subsection shall not preempt any law of a State with
respect to furnishing to a consumer reporting agency
information relating to the performance of a consumer in
making payments pursuant to a contract for a utility or
telecommunications service.
``(5) Definitions.--In this subsection, the following
definitions shall apply:
``(A) Energy utility firm.--The term `energy utility firm'
means an entity that provides gas or electric utility
services to the public.
``(B) Utility or telecommunication firm.--The term `utility
or telecommunication firm' means an entity that provides
utility services to the public through pipe, wire, landline,
wireless, cable, or other connected facilities, or radio,
electronic, or similar transmission (including the extension
of such facilities).''.
(b) Limitation on Liability.--Section 623(c) of the
Consumer Credit Protection Act (15 U.S.C. 1681s-2(c)) is
amended--
(1) in paragraph (2), by striking ``or'' at the end;
(2) by redesignating paragraph (3) as paragraph (4); and
(3) by inserting after paragraph (2) the following new
paragraph:
``(3) subsection (f) of this section, including any
regulations issued thereunder; or''.
(c) HUD Rulemaking.--Not later than the end of the 8-month
period following the date of the enactment of this Act, the
Secretary of Housing and Urban Development shall issue
regulations directing public housing agencies to develop
procedures and capacity to--
(1) ensure the complete and accurate reporting of data
regarding tenants of public housing and families assisted
under section 8 of the United States Housing Act of 1937 (42
U.S.C. 1437f) when furnishing information to a consumer
reporting agency pursuant to section 623(f) of the Fair
Credit Reporting Act; and
(2) handle complaints with respect to such reporting.
(d) GAO Study and Report.--Not later than 2 years after the
date that final rules are issued pursuant to subsection (c),
the Comptroller General of the United States shall submit to
Congress a report on the impact of furnishing information
pursuant to subsection (f) of section 623 of the Fair Credit
Reporting Act (15 U.S.C. 1681s-2) (as added by this section)
on consumers.
(e) Applicability.--The amendment by subsection (a) shall
not apply to a consumer in connection with a lease in which
the Department of Housing and Urban Development provides
subsidized payments for occupancy in a dwelling until the
date on which final rules are issued pursuant to subsection
(c).

TITLE III--SMALL BUSINESS MERGERS, ACQUISITIONS, SALES, AND BROKERAGE
SIMPLIFICATION

SEC. 301. REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION
BROKERS.

Section 15(b) of the Securities Exchange Act of 1934 (15
U.S.C. 78o(b)) is amended by adding at the end the following:
``(13) Registration exemption for merger and acquisition
brokers.--
``(A) In general.--Except as provided in subparagraph (B),
an M&A broker shall be exempt from registration under this
section.
``(B) Excluded activities.--An M&A broker is not exempt
from registration under this paragraph if such broker does
any of the following:
``(i) Directly or indirectly, in connection with the
transfer of ownership of an eligible privately held company,
receives, holds, transmits, or has custody of the funds or
securities to be exchanged by the parties to the transaction.
``(ii) Engages on behalf of an issuer in a public offering
of any class of securities that is registered, or is required
to be registered, with the Commission under section 12 or
with respect to which the issuer files, or is required to
file, periodic information, documents, and reports under
subsection (d).
``(iii) Engages on behalf of any party in a transaction
involving a shell company, other than a business combination
related shell company.
``(iv) Directly, or indirectly through any of its
affiliates, provides financing related to the transfer of
ownership of an eligible privately held company.
``(v) Assists any party to obtain financing from an
unaffiliated third party without--

``(I) complying with all other applicable laws in
connection with such assistance, including, if applicable,
Regulation T (12 C.F.R. 220 et seq.); and
``(II) disclosing any compensation in writing to the party.

``(vi) Represents both the buyer and the seller in the same
transaction without providing clear written disclosure as to
the parties the broker represents and obtaining written
consent from both parties to the joint representation.
``(vii) Facilitates a transaction with a group of buyers
formed with the assistance of the M&A broker to acquire the
eligible privately held company.
``(viii) Engages in a transaction involving the transfer of
ownership of an eligible privately held company to a passive
buyer or group of passive buyers. For purposes of the
preceding sentence, a buyer that is actively involved in
managing the acquired company is not a passive buyer,
regardless of whether such buyer is itself owned by passive
beneficial owners.
``(ix) Binds a party to a transfer of ownership of an
eligible privately held company.
``(C) Disqualifications.--An M&A broker is not exempt from
registration under this paragraph if such broker is subject
to--
``(i) suspension or revocation of registration under
paragraph (4);
``(ii) a statutory disqualification described in section
3(a)(39);
``(iii) a disqualification under the rules adopted by the
Commission under section 926 of the Investor Protection and
Securities Reform Act of 2010 (15 U.S.C. 77d note); or
``(iv) a final order described in paragraph (4)(H).
``(D) Rule of construction.--Nothing in this paragraph
shall be construed to limit any other authority of the
Commission to exempt any person, or any class of persons,
from any provision of this title, or from any

[[Page H6297]]

provision of any rule or regulation thereunder.
``(E) Definitions.--In this paragraph:
``(i) Business combination related shell company.--The term
`business combination related shell company' means a shell
company that is formed by an entity that is not a shell
company--

``(I) solely for the purpose of changing the corporate
domicile of that entity solely within the United States; or
``(II) solely for the purpose of completing a business
combination transaction (as defined under section 230.165(f)
of title 17, Code of Federal Regulations) among one or more
entities other than the company itself, none of which is a
shell company.

``(ii) Control.--The term `control' means the power,
directly or indirectly, to direct the management or policies
of a company, whether through ownership of securities, by
contract, or otherwise. There is a presumption of control for
any person who--

``(I) is a director, general partner, member or manager of
a limited liability company, or corporate officer of a
corporation or limited liability company, and exercises
executive responsibility (or has similar status or
functions);
``(II) has the right to vote 25 percent or more of a class
of voting securities or the power to sell or direct the sale
of 25 percent or more of a class of voting securities; or
``(III) in the case of a partnership or limited liability
company, has the right to receive upon dissolution, or has
contributed, 25 percent or more of the capital.

``(iii) Eligible privately held company.--The term
`eligible privately held company' means a privately held
company that meets both of the following conditions:

``(I) The company does not have any class of securities
registered, or required to be registered, with the Commission
under section 12 or with respect to which the company files,
or is required to file, periodic information, documents, and
reports under subsection (d).
``(II) In the fiscal year ending immediately before the
fiscal year in which the services of the M&A broker are
initially engaged with respect to the securities transaction,
the company meets either or both of the following conditions
(determined in accordance with the historical financial
accounting records of the company):

``(aa) The earnings of the company before interest, taxes,
depreciation, and amortization are less than $25,000,000.
``(bb) The gross revenues of the company are less than
$250,000,000.

For purposes of this subclause, the Commission may by rule
modify the dollar figures if the Commission determines that
such a modification is necessary or appropriate in the public
interest or for the protection of investors.

``(iv) M&A broker.--The term `M&A broker' means a broker,
and any person associated with a broker, engaged in the
business of effecting securities transactions solely in
connection with the transfer of ownership of an eligible
privately held company, regardless of whether the broker acts
on behalf of a seller or buyer, through the purchase, sale,
exchange, issuance, repurchase, or redemption of, or a
business combination involving, securities or assets of the
eligible privately held company, if the broker reasonably
believes that--

``(I) upon consummation of the transaction, any person
acquiring securities or assets of the eligible privately held
company, acting alone or in concert, will control and,
directly or indirectly, will be active in the management of
the eligible privately held company or the business conducted
with the assets of the eligible privately held company; and
``(II) if any person is offered securities in exchange for
securities or assets of the eligible privately held company,
such person will, prior to becoming legally bound to
consummate the transaction, receive or have reasonable access
to the most recent fiscal year-end financial statements of
the issuer of the securities as customarily prepared by the
management of the issuer in the normal course of operations
and, if the financial statements of the issuer are audited,
reviewed, or compiled, any related statement by the
independent accountant, a balance sheet dated not more than
120 days before the date of the offer, and information
pertaining to the management, business, results of operations
for the period covered by the foregoing financial statements,
and material loss contingencies of the issuer.

``(v) Shell company.--The term `shell company' means a
company that at the time of a transaction with an eligible
privately held company--

``(I) has no or nominal operations; and
``(II) has--

``(aa) no or nominal assets;
``(bb) assets consisting solely of cash and cash
equivalents; or
``(cc) assets consisting of any amount of cash and cash
equivalents and nominal other assets.
``(F) Inflation adjustment.--
``(i) In general.--On the date that is 5 years after the
date of the enactment of this paragraph, and every 5 years
thereafter, each dollar amount in subparagraph (E)(ii)(II)
shall be adjusted by--

``(I) dividing the annual value of the Employment Cost
Index For Wages and Salaries, Private Industry Workers (or
any successor index), as published by the Bureau of Labor
Statistics, for the calendar year preceding the calendar year
in which the adjustment is being made by the annual value of
such index (or successor) for the calendar year ending
December 31, 2012; and
``(II) multiplying such dollar amount by the quotient
obtained under subclause (I).

``(ii) Rounding.--Each dollar amount determined under
clause (i) shall be rounded to the nearest multiple of
$100,000.''.

SEC. 302. EFFECTIVE DATE.

The amendment made by this title shall take effect on the
date that is 90 days after the date of the enactment of this
Act.

TITLE IV--FAIR INVESTMENT OPPORTUNITIES FOR PROFESSIONAL EXPERTS

SEC. 401. DEFINITION OF ACCREDITED INVESTOR.

(a) In General.--Section 2(a)(15) of the Securities Act of
1933 (15 U.S.C. 77b(a)(15) is amended--
(1) by redesignating clauses (i) and (ii) as subparagraphs
(A) and (F), respectively; and
(2) in subparagraph (A) (as so redesignated), by striking
``; or'' and inserting a semicolon, and inserting after such
subparagraph the following:
``(B) any natural person whose individual net worth, or
joint net worth with that person's spouse, exceeds $1,000,000
(which amount, along with the amounts set forth in
subparagraph (C), shall be adjusted for inflation by the
Commission every 5 years to the nearest $10,000 to reflect
the change in the Consumer Price Index for All Urban
Consumers published by the Bureau of Labor Statistics) where,
for purposes of calculating net worth under this
subparagraph--
``(i) the person's primary residence shall not be included
as an asset;
``(ii) indebtedness that is secured by the person's primary
residence, up to the estimated fair market value of the
primary residence at the time of the sale of securities,
shall not be included as a liability (except that if the
amount of such indebtedness outstanding at the time of sale
of securities exceeds the amount outstanding 60 days before
such time, other than as a result of the acquisition of the
primary residence, the amount of such excess shall be
included as a liability); and
``(iii) indebtedness that is secured by the person's
primary residence in excess of the estimated fair market
value of the primary residence at the time of the sale of
securities shall be included as a liability;
``(C) any natural person who had an individual income in
excess of $200,000 in each of the 2 most recent years or
joint income with that person's spouse in excess of $300,000
in each of those years and has a reasonable expectation of
reaching the same income level in the current year;
``(D) any natural person who is currently licensed or
registered as a broker or investment adviser by the
Commission, the Financial Industry Regulatory Authority, or
an equivalent self-regulatory organization (as defined in
section 3(a)(26) of the Securities Exchange Act of 1934), or
the securities division of a State or the equivalent State
division responsible for licensing or registration of
individuals in connection with securities activities;
``(E) any natural person the Commission determines, by
regulation, to have demonstrable education or job experience
to qualify such person as having professional knowledge of a
subject related to a particular investment, and whose
education or job experience is verified by the Financial
Industry Regulatory Authority or an equivalent self-
regulatory organization (as defined in section 3(a)(26) of
the Securities Exchange Act of 1934); or''.
(b) Rulemaking.--The Commission shall revise the definition
of accredited investor under Regulation D (17 C.F.R. 230.501
et seq.) to conform with the amendments made by subsection
(a).

TITLE V--FOSTERING INNOVATION

SEC. 501. TEMPORARY EXEMPTION FOR LOW-REVENUE ISSUERS.

Section 404 of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7262) is amended by adding at the end the following:
``(d) Temporary Exemption for Low-Revenue Issuers.--
``(1) Low-revenue exemption.--Subsection (b) shall not
apply with respect to an audit report prepared for an issuer
that--
``(A) ceased to be an emerging growth company on the last
day of the fiscal year of the issuer following the fifth
anniversary of the date of the first sale of common equity
securities of the issuer pursuant to an effective
registration statement under the Securities Act of 1933;
``(B) had average annual gross revenues of less than
$50,000,000 as of its most recently completed fiscal year;
and
``(C) is not a large accelerated filer.
``(2) Expiration of temporary exemption.--An issuer ceases
to be eligible for the exemption described under paragraph
(1) at the earliest of--
``(A) the last day of the fiscal year of the issuer
following the tenth anniversary of the date of the first sale
of common equity securities of the issuer pursuant to an
effective registration statement under the Securities Act of
1933;
``(B) the last day of the fiscal year of the issuer during
which the average annual gross revenues of the issuer exceed
$50,000,000; or
``(C) the date on which the issuer becomes a large
accelerated filer.
``(3) Definitions.--For purposes of this subsection:
``(A) Average annual gross revenues.--The term `average
annual gross revenues'

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means the total gross revenues of an issuer over its most
recently completed three fiscal years divided by three.
``(B) Emerging growth company.--The term `emerging growth
company' has the meaning given such term under section 3 of
the Securities Exchange Act of 1934 (15 U.S.C. 78c).
``(C) Large accelerated filer.--The term `large accelerated
filer' has the meaning given that term under section 240.12b-
2 of title 17, Code of Federal Regulations, or any successor
thereto.''.

TITLE VI--END BANKING FOR HUMAN TRAFFICKERS

SEC. 601. INCREASING THE ROLE OF THE FINANCIAL INDUSTRY IN
COMBATING HUMAN TRAFFICKING.

(a) Treasury as a Member of the President's Interagency
Task Force To Monitor and Combat Trafficking.--Section 105(b)
of the Victims of Trafficking and Violence Protection Act of
2000 (22 U.S.C. 7103(b)) is amended by inserting ``the
Secretary of the Treasury,'' after ``the Secretary of
Education,''.
(b) Required Review of Procedures.--Not later than 180 days
after the date of the enactment of this Act, the Financial
Institutions Examination Council, in consultation with the
Secretary of the Treasury, the private sector, and
appropriate law enforcement agencies, shall--
(1) review and enhance training and examinations procedures
to improve the capabilities of anti-money laundering and
countering the financing of terrorism programs to detect
financial transactions relating to severe forms of
trafficking in persons;
(2) review and enhance procedures for referring potential
cases relating to severe forms of trafficking in persons to
the appropriate law enforcement agency; and
(3) determine, as appropriate, whether requirements for
financial institutions are sufficient to detect and deter
money laundering relating to severe forms of trafficking in
persons.
(c) Interagency Task Force Recommendations Targeting Money
Laundering Related to Human Trafficking.--
(1) In general.--Not later than 270 days after the date of
the enactment of this Act, the Interagency Task Force to
Monitor and Combat Trafficking shall submit to the Committee
on Financial Services and the Committee on the Judiciary of
the House of Representatives, the Committee on Banking,
Housing, and Urban Affairs and the Committee on the Judiciary
of the Senate, and the head of each appropriate Federal
banking agency--
(A) an analysis of anti-money laundering efforts of the
United States Government and United States financial
institutions relating to severe forms of trafficking in
persons; and
(B) appropriate legislative, administrative, and other
recommendations to strengthen efforts against money
laundering relating to severe forms of trafficking in
persons.
(2) Required recommendations.--The recommendations under
paragraph (1) shall include--
(A) feedback from financial institutions on best practices
of successful programs to combat severe forms of trafficking
in persons currently in place that may be suitable for
broader adoption by similarly situated financial
institutions;
(B) feedback from stakeholders, including victims of severe
forms of trafficking in persons and financial institutions,
on policy proposals derived from the analysis conducted by
the task force referred to in paragraph (1) that would
enhance the efforts and programs of financial institutions to
detect and deter money laundering relating to severe forms of
trafficking in persons, including any recommended changes to
internal policies, procedures, and controls relating to
severe forms of trafficking in persons;
(C) any recommended changes to training programs at
financial institutions to better equip employees to deter and
detect money laundering relating to severe forms of
trafficking in persons;
(D) any recommended changes to expand information sharing
relating to severe forms of trafficking in persons among
financial institutions and between such financial
institutions, appropriate law enforcement agencies, and
appropriate Federal agencies; and
(E) recommended changes, if necessary, to existing
statutory law to more effectively detect and deter money
laundering relating to severe forms of trafficking in
persons, where such money laundering involves the use of
emerging technologies and virtual currencies.
(d) Limitation.--Nothing in this title shall be construed
to grant rulemaking authority to the Interagency Task Force
to Monitor and Combat Trafficking.
(e) Definitions.--As used in this section--
(1) the term ``appropriate Federal banking agency'' has the
meaning given the term in section 3(q) of the Federal Deposit
Insurance Act (12 U.S.C. 1813(q));
(2) the term ``severe forms of trafficking in persons'' has
the meaning given such term in section 103 of the Trafficking
Victims Protection Act of 2000 (22 U.S.C. 7102);
(3) the term ``Interagency Task Force to Monitor and Combat
Trafficking'' means the Interagency Task Force to Monitor and
Combat Trafficking established by the President pursuant to
section 105 of the Victims of Trafficking and Violence
Protection Act of 2000 (22 U.S.C. 7103); and
(4) the term ``law enforcement agency'' means an agency of
the United States, a State, or a political subdivision of a
State, authorized by law or by a government agency to engage
in or supervise the prevention, detection, investigation, or
prosecution of any violation of criminal or civil law.

SEC. 602. COORDINATION OF HUMAN TRAFFICKING ISSUES BY THE
OFFICE OF TERRORISM AND FINANCIAL INTELLIGENCE.

(a) Functions.--Section 312(a)(4) of title 31, United
States Code, is amended--
(1) by redesignating subparagraphs (E), (F), and (G) as
subparagraphs (F), (G), and (H), respectively; and
(2) by inserting after subparagraph (D) the following:
``(E) combating illicit financing relating to severe forms
of trafficking in persons;''.
(b) Interagency Coordination.--Section 312(a) of title 31,
United States Code, is amended by adding at the end the
following:
``(8) Interagency coordination.--The Secretary of the
Treasury, after consultation with the Undersecretary for
Terrorism and Financial Crimes, shall designate an office
within the OTFI that shall coordinate efforts to combat the
illicit financing of severe forms of trafficking in persons
with--
``(A) other offices of the Department of the Treasury;
``(B) other Federal agencies, including--
``(i) the Office to Monitor and Combat Trafficking in
Persons of the Department of State; and
``(ii) the Interagency Task Force to Monitor and Combat
Trafficking;
``(C) State and local law enforcement agencies; and
``(D) foreign governments.''.
(c) Definition.--Section 312(a) of title 31, United States
Code, as amended by this section, is further amended by
adding at the end the following:
``(9) Definition.--In this subsection, the term `severe
forms of trafficking in persons' has the meaning given such
term in section 103 of the Trafficking Victims Protection Act
of 2000 (22 U.S.C. 7102).''.

SEC. 603. ADDITIONAL REPORTING REQUIREMENT UNDER THE
TRAFFICKING VICTIMS PROTECTION ACT OF 2000.

Section 105(d)(7) of the Trafficking Victims Protection Act
of 2000 (22 U.S.C. 7103(d)(7)) is amended--
(1) in the matter preceding subparagraph (A)--
(A) by inserting ``the Committee on Financial Services,''
after ``the Committee on Foreign Affairs,''; and
(B) by inserting ``the Committee on Banking, Housing, and
Urban Affairs,'' after ``the Committee on Foreign
Relations,'';
(2) in subparagraph (Q)(vii), by striking ``; and'' and
inserting a semicolon;
(3) in subparagraph (R), by striking the period at the end
and inserting ``; and''; and
(4) by adding at the end the following:
``(S) the efforts of the United States to eliminate money
laundering relating to severe forms of trafficking in persons
and the number of investigations, arrests, indictments, and
convictions in money laundering cases with a nexus to severe
forms of trafficking in persons.''.

SEC. 604. MINIMUM STANDARDS FOR THE ELIMINATION OF
TRAFFICKING.

Section 108(b) of the Trafficking Victims Protection Act of
2000 (22 U.S.C. 7106(b)) is amended by adding at the end the
following new paragraph:
``(13) Whether the government of the country, consistent
with the capacity of the country, has in effect a framework
to prevent financial transactions involving the proceeds of
severe forms of trafficking in persons, and is taking steps
to implement such a framework, including by investigating,
prosecuting, convicting, and sentencing individuals who
attempt or conduct such transactions.''.

TITLE VII--INVESTING IN MAIN STREET

SEC. 701. INVESTMENT IN SMALL BUSINESS INVESTMENT COMPANIES.

Section 302(b) of the Small Business Investment Act of 1958
(15 U.S.C. 682(b)) is amended--
(1) in paragraph (1), by inserting before the period the
following: ``or, subject to the approval of the appropriate
Federal banking agency, 15 percent of such capital and
surplus'';
(2) in paragraph (2), by inserting before the period the
following: ``or, subject to the approval of the appropriate
Federal banking agency, 15 percent of such capital and
surplus''; and
(3) by adding at the end the following:
``(3) Appropriate federal banking agency defined.--For
purposes of this subsection, the term `appropriate Federal
banking agency' has the meaning given that term under section
3 of the Federal Deposit Insurance Act.''.

TITLE VIII--EXCHANGE REGULATORY IMPROVEMENT

SEC. 801. FINDINGS.

The Congress finds the following:
(1) Over time, national securities exchanges have expanded
their businesses beyond listings and trading to include the
sale of additional products and services to their members and
listed companies.
(2) The Securities and Exchange Commission should be
transparent in its interpretation of the term ``facility'' in
section 3(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)).

SEC. 802. FACILITY DEFINED.

(a) In General.--Not later than 360 days after the date of
enactment of this Act, the Securities and Exchange Commission
(the

[[Page H6299]]

``Commission'') shall adopt regulations to further interpret
the term ``facility'' under section 3(a) of the Securities
Exchange Act of 1934. Such regulations shall set forth the
facts and circumstances the Commission considers when
determining whether any premises or property, or the right to
use any premises, property, or service is or is not a
facility of an exchange.
(b) Application to Proposed Rules.--The Commission shall
apply the facts and circumstances set forth in the
regulations issued pursuant to subsection (a) in determining
whether any proposed rule is or is not required to be
submitted as a proposed rule filing pursuant to section 19 of
the Securities Exchange Act of 1934 and the rules and
regulations issued thereunder.

TITLE IX--ENCOURAGING PUBLIC OFFERINGS

SEC. 901. EXPANDING TESTING THE WATERS AND CONFIDENTIAL
SUBMISSIONS.

The Securities Act of 1933 (15 U.S.C. 77a et seq.) is
amended--
(1) in section 5(d)--
(A) by striking ``Notwithstanding'' and inserting the
following:
``(1) In general.--Notwithstanding'';
(B) by striking ``an emerging growth company or any person
authorized to act on behalf of an emerging growth company''
and inserting ``an issuer or any person authorized to act on
behalf of an issuer''; and
(C) by adding at the end the following:
``(2) Additional requirements.--
``(A) In general.--The Commission may issue regulations,
subject to public notice and comment, to impose such other
terms, conditions, or requirements on the engaging in oral or
written communications described under paragraph (1) by an
issuer other than an emerging growth company as the
Commission determines appropriate.
``(B) Report to congress.--Prior to any rulemaking
described under subparagraph (A), the Commission shall issue
a report to the Congress containing a list of the findings
supporting the basis of such rulemaking.''; and
(2) in section 6(e)--
(A) in the heading, by striking ``Emerging Growth
Companies'' and inserting ``Draft Registration Statements'';
(B) by redesignating paragraph (2) as paragraph (4); and
(C) by striking paragraph (1) and inserting the following:
``(1) Prior to initial public offering.--Any issuer, prior
to its initial public offering date, may confidentially
submit to the Commission a draft registration statement, for
confidential nonpublic review by the staff of the Commission
prior to public filing, provided that the initial
confidential submission and all amendments thereto shall be
publicly filed with the Commission not later than 15 days
before the date on which the issuer conducts a road show (as
defined under section 230.433(h)(4) of title 17, Code of
Federal Regulations) or, in the absence of a road show, at
least 15 days prior to the requested effective date of the
registration statement.
``(2) Within 1 year after initial public offering or
exchange registration.--Any issuer, within the 1-year period
following its initial public offering or its registration of
a security under section 12(b) of the Securities Exchange Act
of 1934, may confidentially submit to the Commission a draft
registration statement, for confidential nonpublic review by
the staff of the Commission prior to public filing, provided
that the initial confidential submission and all amendments
thereto shall be publicly filed with the Commission by a date
and time prior to any requested effective date and time that
the Commission determines is appropriate to protect
investors.
``(3) Additional requirements.--
``(A) In general.--The Commission may issue regulations,
subject to public notice and comment, to impose such other
terms, conditions, or requirements on the submission of draft
registration statements described under this subsection by an
issuer other than an emerging growth company as the
Commission determines appropriate.
``(B) Report to congress.--Prior to any rulemaking
described under subparagraph (A), the Commission shall issue
a report to the Congress containing a list of the findings
supporting the basis of such rulemaking.''.

TITLE X--FAMILY OFFICE TECHNICAL CORRECTION

SEC. 1001. ACCREDITED INVESTOR CLARIFICATION.

(a) In General.--Subject to subsection (b), any family
office or a family client of a family office, as defined in
section 275.202(a)(11)(G)-1 of title 17, Code of Federal
Regulations, shall be deemed to be an accredited investor, as
defined in Regulation D of the Securities and Exchange
Commission (or any successor thereto) under the Securities
Act of 1933.
(b) Limitation.--Subsection (a) only applies to a family
office with assets under management in excess of $5,000,000,
and a family office or a family client not formed for the
specific purpose of acquiring the securities offered, and
whose purchase is directed by a person who has such knowledge
and experience in financial and business matters that such
person is capable of evaluating the merits and risks of the
prospective investment.

TITLE XI--EXPANDING ACCESS TO CAPITAL FOR RURAL JOB CREATORS

SEC. 1101. ACCESS TO CAPITAL FOR RURAL-AREA SMALL BUSINESSES.

Section 4(j) of the Securities Exchange Act of 1934 (15
U.S.C. 78d(j)) is amended--
(1) in paragraph(4)(C), by inserting ``rural-area small
businesses,'' after ``women-owned small businesses,''; and
(2) in paragraph (6)(B)(iii), by inserting ``rural-area
small businesses,'' after ``women-owned small businesses,''.

TITLE XII--FINANCIAL INSTITUTION LIVING WILL IMPROVEMENT

SEC. 1201. LIVING WILL REFORMS.

(a) In General.--Section 165(d) of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (12 U.S.C. 5365(d))
is amended--
(1) in paragraph (1), by striking ``periodically'' and
inserting ``every 2 years''; and
(2) in paragraph (3)--
(A) by striking ``The Board'' and inserting the following:
``(A) In general.--The Board'';
(B) by striking ``shall review'' and inserting the
following: ``shall--
``(i) review'';
(C) by striking the period and inserting ``; and''; and
(D) by adding at the end the following:
``(ii) not later than the end of the 6-month period
beginning on the date the company submits the resolution
plan, provide feedback to the company on such plan.
``(B) Disclosure of assessment framework.--The Board of
Governors and the Corporation shall publicly disclose the
assessment framework that is used to review information under
this paragraph.''.
(b) Treatment of Other Resolution Plan Requirements.--
(1) In general.--With respect to an appropriate Federal
banking agency that requires a banking organization to submit
to the agency a resolution plan not described under section
165(d) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act--
(A) the respective agency shall ensure that the review of
such resolution plan is consistent with the requirements
contained in the amendments made by this section;
(B) the agency may not require the submission of such a
resolution plan more often than every 2 years; and
(C) paragraphs (6) and (7) of such section 165(d) shall
apply to such a resolution plan.
(2) Definitions.--For purposes of this subsection:
(A) Appropriate federal banking agency.--The term
``appropriate Federal banking agency''--
(i) has the meaning given such term under section 3 of the
Federal Deposit Insurance Act; and
(ii) means the National Credit Union Administration, in the
case of an insured credit union.
(B) Banking organization.--The term ``banking
organization'' means--
(i) an insured depository institution;
(ii) an insured credit union;
(iii) a depository institution holding company;
(iv) a company that is treated as a bank holding company
for purposes of section 8 of the International Banking Act;
and
(v) a U.S. intermediate holding company established by a
foreign banking organization pursuant to section 252.153 of
title 12, Code of Federal Regulations.
(C) Insured credit union.--The term ``insured credit
union'' has the meaning given that term under section 101 of
the Federal Credit Union Act.
(D) Other banking terms.--The terms ``depository
institution holding company'' and ``insured depository
institution'' have the meaning given those terms,
respectively, under section 3 of the Federal Deposit
Insurance Act.
(c) Rule of Construction.--Nothing in this section, or any
amendment made by this section, shall be construed as
limiting the authority of an appropriate Federal banking
agency (as defined under subsection (b)(2)) to obtain
information from an institution in connection with such
agency's authority to examine or require reports from the
institution.

TITLE XIII--PREVENTION OF PRIVATE INFORMATION DISSEMINATION

SEC. 1301. CRIMINAL PENALTY FOR UNAUTHORIZED DISCLOSURES.

Section 165 of the Financial Stability Act of 2010 (12
U.S.C. 5365) is amended by adding at the end the following:
``(l) Criminal Penalty for Unauthorized Disclosures.--
Section 552a(i)(1) of title 5, United States Code, shall
apply to a determination made under subsection (d) or (i)
based on individually identifiable information submitted
pursuant to the requirements of this section to the same
extent as such section 552a(i)(1) applies to agency records
which contain individually identifiable information the
disclosure of which is prohibited by such section 552a or by
rules or regulations established thereunder.''.

TITLE XIV--INTERNATIONAL INSURANCE STANDARDS

SEC. 1401. SHORT TITLE.

This title may be cited as the ``International Insurance
Standards Act of 2018''.

SEC. 1402. CONGRESSIONAL FINDINGS.

The Congress finds the following:
(1) The State-based system for insurance regulation in the
United States has served American consumers well for more
than 150 years and has fostered an open and competitive
marketplace with a diversity of insurance products to the
benefit of policyholders and consumers.

[[Page H6300]]

(2) Protecting policyholders by regulating to ensure an
insurer's ability to pay claims has been the hallmark of the
successful United States system and should be the paramount
objective of domestic prudential regulation and emerging
international standards.
(3) The Dodd-Frank Wall Street Reform and Consumer
Protection Act (Public Law 111-203) reaffirmed the State-
based insurance regulatory system.

SEC. 1403. REQUIREMENT THAT INSURANCE STANDARDS REFLECT
UNITED STATES POLICY.

(a) Requirement.--
(1) In general.--Parties representing the Federal
Government in any international regulatory, standard-setting,
or supervisory forum or in any negotiations of any
international agreements relating to the prudential aspects
of insurance shall not agree to, accede to, accept, or
establish any proposed agreement or standard if the proposed
agreement or standard fails to recognize the United States
system of insurance regulation as satisfying such proposals.
(2) Inapplicability.--Paragraph (1) shall not apply to any
forum or negotiations relating to a covered agreement (as
such term is defined in section 313(r) of title 31, United
States Code).
(b) Federal Insurance Office Functions.--Subparagraph (E)
of section 313(c)(1) of title 31, United States Code, is
amended by inserting ``Federal Government'' after ``United
States''.
(c) Negotiations.--Nothing in this section shall be
construed to prevent participation in negotiations of any
proposed agreement or standard.

SEC. 1404. STATE INSURANCE REGULATOR INVOLVEMENT IN
INTERNATIONAL STANDARD SETTING.

In developing international insurance standards pursuant to
section 1403, and throughout the negotiations of such
standards, parties representing the Federal Government shall,
on matters related to insurance, closely consult, coordinate
with, and seek to include in such meetings State insurance
commissioners or, at the option of the State insurance
commissioners, designees of the insurance commissioners
acting at their direction.

SEC. 1405. CONSULTATION WITH CONGRESS.

(a) Requirement.--Parties representing the Federal
Government with respect to any agreement under section 1403
shall provide written notice to and consult with the
Committee on Financial Services of the House of
Representatives and the Committee on Banking, Housing, and
Urban Affairs of the Senate, and any other relevant
committees of jurisdiction--
(1) before initiating negotiations to enter into the
agreement, regarding--
(A) the intention of the United States to participate in or
enter into such negotiations; and
(B) the nature and objectives of the negotiations; and
(2) during negotiations to enter into the agreement,
regarding--
(A) the nature and objectives of the negotiations
(B) the implementation of the agreement, including how it
is consistent with and does not materially differ from or
otherwise affect Federal or State laws or regulations;
(C) the impact on the competitiveness of United States
insurers; and
(D) the impact on United States consumers.
(b) Consultation With Federal Advisory Committee on
Insurance.--Before entering into an agreement under section
1403, the Secretary of the Treasury shall seek to consult
with the Federal Advisory Committee on Insurance formed
pursuant to section 313(h) of title 31, United States Code.

SEC. 1406. REPORT TO CONGRESS ON INTERNATIONAL INSURANCE
AGREEMENTS.

Before entering into an agreement under section 1403,
parties representing the Federal Government shall submit to
the appropriate congressional committees and leadership a
report that describes --
(1) the implementation of the agreement, including how it
is consistent with and does not materially differ from or
otherwise affect Federal or State laws or regulations;
(2) the impact on the competitiveness of United States
insurers; and
(3) the impact on United States consumers.

SEC. 1407. COVERED AGREEMENTS.

(a) Preemption of State Insurance Measures.--Subsection (f)
of section 313 of title 31, United States Code, is amended by
striking ``Director'' each place such term appears and
inserting ``Secretary''.
(b) Definition.--Paragraph (2) of section 313(r) of title
31, United States Code, is amended--
(1) in subparagraph (A), by striking ``and'' at the end;
(2) in subparagraph (B), by striking the period at the end
and inserting ``; and''; and
(3) by adding at the end the following new subparagraph:
``(C) applies only on a prospective basis.''.
(c) Consultation; Submission and Layover; Congressional
Review.--Section 314 of title 31, United States Code is
amended--
(1) in subsection (b)--
(A) in paragraph (2)(C), by striking ``laws'' and inserting
the following: ``and Federal law, and the nature of any
changes in the laws of the United States or the
administration of such laws that would be required to carry
out a covered agreement''; and
(B) by adding at the end the following new paragraph:
``(3) Access to negotiating texts and other documents.--
Appropriate congressional committees and staff with proper
security clearances shall be given timely access to United
States negotiating proposals, consolidated draft texts, and
other pertinent documents related to the negotiations,
including classified materials.'';
(2) by redesignating subsection (c) as subsection (d);
(3) by inserting after subsection (b) the following new
subsection:
``(c) Requirements for Consultations With State Insurance
Commissioners.--Throughout the negotiations of a covered
agreement, parties representing the Federal Government shall
closely consult and coordinate with State insurance
commissioners.'';
(4) in subsection (d), as so redesignated by paragraph
(2)--
(A) in the matter preceding paragraph (1), by striking
``only if--'' and inserting the following: ``only if, before
signing the final legal text or otherwise entering into the
agreement--'';
(B) in paragraph (1), by striking ``congressional
committees specified in subsection (b)(1)'' and inserting
``appropriate congressional committees and leadership and to
congressional committee staff with proper security
clearances''; and
(C) by striking paragraph (2) and inserting the following
new paragraph:
``(2)(A) the 90-day period beginning on the date on which
the copy of the final legal text of the agreement is
submitted under paragraph (1) to the congressional
committees, leadership, and staff has expired; and
``(B) the covered agreement has not been prevented from
taking effect pursuant to subsection (e).''; and
(5) by adding at the end the following new subsections:
``(e) Period for Review by Congress.--
``(1) In general.--During the layover period referred to in
subsection (d)(2)(A), the Committees on Banking, Housing, and
Urban Affairs and Finance of the Senate and the Committees on
Financial Services and Ways of Means of the House of
Representatives should, as appropriate, exercise their full
oversight responsibility.
``(2) Effect of enactment of a joint resolution of
disapproval.--Notwithstanding any other provision of law, if
a joint resolution of disapproval relating to a covered
agreement submitted under subsection (d)(1) is enacted in
accordance with subsection (f), the covered agreement shall
not enter into force with respect to the United States.
``(f) Joint Resolutions of Disapproval.--
``(1) Definition.--In this subsection, the term `joint
resolution of disapproval' means, with respect to proposed
covered agreement, only a joint resolution of either House of
Congress--
``(A) that is introduced during the 90-day period referred
to in subsection (d)(2)(A) relating to such proposed covered
agreement;
``(B) which does not have a preamble;
``(C) the title of which is as follows: `A joint resolution
disapproving a certain proposed covered agreement under
section 314 of title 31, United States Code.'; and
``(D) the sole matter after the resolving clause of which
is the following: `Congress disapproves of the proposed
covered agreement submitted to Congress under section
314(c)(1) of title 31, United States Code, on _______
relating to ________.', with the first blank space being
filled with the appropriate date and the second blank space
being filled with a short description of the proposed covered
agreement.
``(2) Introduction.--During the layover period referred to
in subsection (d)(2)(A), a joint resolution of disapproval
may be introduced--
``(A) in the House of Representatives, by any Member of the
House, and
``(B) in the Senate, by any Senator,
and shall be referred to the appropriate committees.
``(3) Rules of house of representatives and senate.--This
subsection is enacted by Congress--
``(A) as an exercise of the rulemaking power of the Senate
and the House of Representatives, respectively, and as such
is deemed a part of the rules of each House, respectively,
and supersedes other rules only to the extent that it is
inconsistent with such rules; and
``(B) with full recognition of the constitutional right of
either House to change the rules (so far as relating to the
procedure of that House) at any time, in the same manner, and
to the same extent as in the case of any other rule of that
House.
``(g) Appropriate Congressional Committees and Leadership
Defined.--In this section, the term `appropriate
congressional committees and leadership' means--
``(1) the Committees on Banking, Housing, and Urban Affairs
and Finance, and the majority and minority leaders, of the
Senate; and
``(2) the Committees on Financial Services and Ways and
Means, and the Speaker, the majority leader, and the minority
leader, of the House of Representatives.''.

SEC. 1408. INAPPLICABILITY TO TRADE AGREEMENTS.

This title and the amendments made by this title shall not
apply to any forum or negotiations related to a trade
agreement.

[[Page H6301]]

TITLE XV--ALLEVIATING STRESS TEST BURDENS TO HELP INVESTORS

SEC. 1501. STRESS TEST RELIEF FOR NONBANKS.

Section 165(i)(2) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C. 5365(i)(2)) is amended--
(1) in subparagraph (A), by striking ``are regulated by a
primary Federal financial regulatory agency'' and inserting:
``whose primary financial regulatory agency is a Federal
banking agency or the Federal Housing Finance Agency'';
(2) in subparagraph (C), by striking ``Each Federal primary
financial regulatory agency'' and inserting ``Each Federal
banking agency and the Federal Housing Finance Agency''; and
(3) by adding at the end the following:
``(D) SEC and cftc.--The Securities and Exchange Commission
and the Commodity Futures Trading Commission may each issue
regulations requiring financial companies with respect to
which they are the primary financial regulatory agency to
conduct periodic analyses of the financial condition,
including available liquidity, of such companies under
adverse economic conditions.''.

TITLE XVI--NATIONAL STRATEGY FOR COMBATING THE FINANCING OF
TRANSNATIONAL CRIMINAL ORGANIZATIONS

SEC. 1601. NATIONAL STRATEGY.

(a) In General.--The President, acting through the
Secretary of the Treasury, shall, in consultation with the
Attorney General, the Secretary of State, the Secretary of
Homeland Security, the Director of National Intelligence, the
Secretary of Defense, the Director of the Financial Crimes
Enforcement Network, the Director of the United States Secret
Service, the Director of the Federal Bureau of Investigation,
the Administrator of the Drug Enforcement Administration, the
Commissioner of Customs and Border Protection, the Director
of the Office of National Drug Control Policy, and the
Federal functional regulators, develop a national strategy to
combat the financial networks of transnational organized
criminals.
(b) Transmittal to Congress.--
(1) In general.--Not later than 1 year after the enactment
of this Act, the President shall submit to the appropriate
Congressional committees and make available to the relevant
government agencies as defined in subsection (a), a
comprehensive national strategy in accordance with subsection
(a).
(2) Updates.--After the initial submission of the national
strategy under paragraph (1), the President shall, not less
often than every 2 years, update the national strategy and
submit the updated strategy to the appropriate Congressional
committees.
(c) Separate Presentation of Classified Material.--Any part
of the national strategy that involves information that is
properly classified under criteria established by the
President shall be submitted to Congress separately in a
classified annex and, if requested by the chairman or ranking
member of one of the appropriate Congressional committees, as
a briefing at an appropriate level of security.

SEC. 1602. CONTENTS OF NATIONAL STRATEGY.

The national strategy described in section 1601 shall
contain the following:
(1) Threats.--An identification and assessment of the most
significant current transnational organized crime threats
posed to the national security of the United States or to the
U.S. and international financial system, including drug and
human trafficking organizations, cyber criminals,
kleptocrats, and other relevant state and non-state entities,
including those threats identified in the President's
``Strategy to Combat Transnational Organized Crime''
(published July 2011).
(2) Illicit finance.--(A) An identification of individuals,
entities, and networks (including terrorist organizations, if
any) that provide financial support or financial facilitation
to transnational organized crime groups, and an assessment of
the scope and role of those providing financial support to
transnational organized crime groups.
(B) An assessment of methods by which transnational
organized crime groups launder illicit proceeds, including
money laundering using real estate and other tangible goods
such as art and antiquities, trade-based money laundering,
bulk cash smuggling, exploitation of shell companies, and
misuse of digital currencies and other cyber technologies, as
well as an assessment of the risk to the financial system of
the United States of such methods.
(3) Goals, objectives, priorities, and actions.--(A) A
comprehensive, research-based discussion of short-term and
long-term goals, objectives, priorities, and actions, listed
for each department and agency described under section
1601(a), for combating the financing of transnational
organized crime groups and their facilitators.
(B) A description of how the strategy is integrated into,
and supports, the national security strategy, drug control
strategy, and counterterrorism strategy of the United States.
(4) Reviews and proposed changes.--A review of current
efforts to combat the financing or financial facilitation of
transnational organized crime, including efforts to detect,
deter, disrupt, and prosecute transnational organized crime
groups and their supporters, and, if appropriate, proposed
changes to any law or regulation determined to be appropriate
to ensure that the United States pursues coordinated and
effective efforts within the jurisdiction of the United
States, including efforts or actions that are being taken or
can be taken by financial institutions, efforts in
cooperation with international partners of the United States,
and efforts that build partnerships and global capacity to
combat transnational organized crime.

SEC. 1603. DEFINITIONS.

In this title:
(1) Appropriate congressional committees.--The term
``appropriate congressional committees'' means--
(A) the Committee on Financial Services, the Committee on
Foreign Affairs, the Committee on Armed Services, the
Committee on the Judiciary, the Committee on Homeland
Security, and the Permanent Select Committee on Intelligence
of the House of Representatives; and
(B) the Committee on Banking, Housing, and Urban Affairs,
the Committee on Foreign Relations, the Committee on Armed
Services, the Committee on the Judiciary, the Committee on
Homeland Security and Governmental Affairs, and the Select
Committee on Intelligence of the Senate.
(2) Federal functional regulator.--The term ``Federal
functional regulator'' has the meaning given that term in
section 509 of the Gramm-Leach-Bliley Act (15 U.S.C. 6809).
(3) Transnational organized crime.--The term
``transnational organized crime'' refers to those self-
perpetuating associations of individuals who operate
transnationally for the purpose of obtaining power,
influence, monetary or commercial gains, wholly or in part by
illegal means, while--
(A) protecting their activities through a pattern of
corruption or violence; or
(B) while protecting their illegal activities through a
transnational organizational structure and the exploitation
of transnational commerce or communication mechanisms.

TITLE XVII--COMMON SENSE CREDIT UNION CAPITAL RELIEF

SEC. 1701. DELAY IN EFFECTIVE DATE.

Notwithstanding any effective date set forth in the rule
issued by the National Credit Union Administration titled
``Risk-Based Capital'' (published at 80 Fed. Reg. 66626
(October 29, 2015)), such final rule shall take effect on
January 1, 2021.

TITLE XVIII--OPTIONS MARKETS STABILITY

SEC. 1801. RULEMAKING.

Within 180 days of the date of enactment of this Act, the
Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation, and the Comptroller of the
Currency shall, jointly, issue a proposed rule, and finalize
such rule within 360 days of the date of enactment of this
Act, to adopt a methodology for calculating the counterparty
credit risk exposure, at default, of a depository
institution, depository institution holding company, or
affiliate thereof to a client arising from a guarantee
provided by the depository institution, depository
institution holding company, or affiliate thereof to a
central counterparty in respect of the client's performance
under an exchange-listed derivative contract cleared through
that central counterparty pursuant to the risk-based and
leverage-based capital rules applicable to depository
institutions and depository institution holding companies
under parts 3, 217, and 324 of title 12, Code of Federal
Regulations. In issuing such rule, the Board of Governors of
the Federal Reserve System, the Federal Deposit Insurance
Corporation, and the Comptroller of the Currency shall
consider--
(1) the availability of liquidity provided by market makers
during times of high volatility in the capital markets;
(2) the spread between the bid and the quote offered by
market makers;
(3) the preference for clearing through central
counterparties;
(4) the safety and soundness of the financial system and
financial stability, including the benefits of central
clearing;
(5) the safety and soundness of individual institutions
that may centrally clear exchange-listed derivatives or
options on behalf of a client, including concentration of
market share;
(6) the economic value of delta weighting a counterparty's
position and netting of a counterparty's position;
(7) the inherent risk of the positions;
(8) barriers to entry for depository institutions,
depository institution holding companies, affiliates thereof,
and entities not affiliated with a depository institution or
depository institution holding company to centrally clear
exchange-listed derivatives or options on behalf of market
makers;
(9) the impact any changes may have on the broader capital
regime and aggregate capital in the system; and
(10) consideration of other potential factors that impact
market making in the exchange-listed options market,
including changes in market structure.

SEC. 1802. REPORT TO CONGRESS.

At the end of the 5-year period beginning on the date the
final rule is issued under section 1801, the Board of
Governors of the Federal Reserve System shall submit to the
Committee on Financial Services of the House of
Representatives and the Committee on Banking, Housing, and
Urban Affairs of the Senate a report detailing the impact of
the final rule during such period on the factors described
under paragraphs (1) through (10) of section 1801.

[[Page H6302]]

TITLE XIX--COOPERATE WITH LAW ENFORCEMENT AGENCIES AND WATCH

SEC. 1901. SAFE HARBOR WITH RESPECT TO KEEP OPEN LETTERS.

(a) In General.--Subchapter II of chapter 53 of title 31,
United States Code, is amended by adding at the end the
following:

``Sec. 5333. Safe harbor with respect to keep open letters

``(a) In General.--With respect to a customer account or
customer transaction of a financial institution, if a
Federal, State, Tribal, or local law enforcement agency
requests, in writing, the financial institution to keep such
account or transaction open--
``(1) the financial institution shall not be liable under
this subchapter for maintaining such account or transaction
consistent with the parameters of the request; and
``(2) no Federal or State department or agency may take any
adverse supervisory action under this subchapter with respect
to the financial institution for maintaining such account or
transaction consistent with the parameters of the request.
``(b) Rule of Construction.--Nothing in this section may be
construed--
``(1) from preventing a Federal or State department or
agency from verifying the validity of a written request
described under subsection (a) with the Federal, State,
Tribal, or local law enforcement agency making the written
request; or
``(2) to relieve a financial institution from complying
with any reporting requirements, including the reporting of
suspicious transactions under section 5318(g).
``(c) Letter Termination Date.--For purposes of this
section, any written request described under subsection (a)
shall include a termination date after which such request
shall no longer apply.''.
(b) Clerical Amendment.--The table of contents for chapter
53 of title 31, United States Code, is amended by inserting
after the item relating to section 5332 the following:

``5333. Safe harbor with respect to keep open letters.''.

TITLE XX--MAIN STREET GROWTH

SEC. 2001. VENTURE EXCHANGES.

(a) Securities Exchange Act of 1934.--Section 6 of the
Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by
adding at the end the following:
``(m) Venture Exchange.--
``(1) Registration.--
``(A) In general.--A person may register themself (and a
national securities exchange may register a listing tier of
such exchange) as a national securities exchange solely for
the purposes of trading venture securities by filing an
application with the Commission pursuant to subsection (a)
and the rules and regulations thereunder.
``(B) Publication of notice.--The Commission shall, upon
the filing of an application under subparagraph (A), publish
notice of such filing and afford interested persons an
opportunity to submit written data, views, and arguments
concerning such application.
``(C) Approval or denial.--
``(i) In general.--Within 90 days of the date of
publication of a notice under subparagraph (B) (or within
such longer period as to which the applicant consents), the
Commission shall--

``(I) by order grant such registration; or
``(II) institute a denial proceeding under clause (ii) to
determine whether registration should be denied.

``(ii) Denial proceeding.--A proceeding under clause
(i)(II) shall include notice of the grounds for denial under
consideration and opportunity for hearing and shall be
concluded within 180 days of the date of the publication of a
notice under subparagraph (B). At the conclusion of such
proceeding the Commission, by order, shall grant or deny such
registration. The Commission may extend the time for
conclusion of such proceeding for up to 90 days if the
Commission finds good cause for such extension and publishes
the Commission's reasons for so finding or for such longer
period as to which the applicant consents.
``(iii) Criteria for approval or denial.--The Commission
shall grant a registration under this paragraph if the
Commission finds that the requirements of this title and the
rules and regulations thereunder with respect to the
applicant are satisfied. The Commission shall deny such
registration if it does not make such finding.
``(2) Powers and restrictions.--In addition to the powers
and restrictions otherwise applicable to a national
securities exchange, a venture exchange--
``(A) may only constitute, maintain, or provide a market
place or facilities for bringing together purchasers and
sellers of venture securities;
``(B) may not extend unlisted trading privileges to any
venture security;
``(C) may only, if the venture exchange is a listing tier
of another national securities exchange, allow trading in
securities that are registered under section 12(b) on a
national securities exchange other than a venture exchange;
and
``(D) may, subject to the rule filing process under section
19(b)--
``(i) determine the increment to be used for quoting and
trading venture securities on the exchange; and
``(ii) choose to carry out periodic auctions for the sale
of a venture security instead of providing continuous trading
of the venture security.
``(3) Treatment of certain exempted securities.--A security
that is exempt from registration pursuant to section 3(b) of
the Securities Act of 1933 shall be exempt from section 12(a)
of this title to the extent such securities are traded on a
venture exchange, if the issuer of such security is in
compliance with--
``(A) all disclosure obligations of such section 3(b) and
the regulations issued under such section; and
``(B) ongoing disclosure obligations of the applicable
venture exchange that are similar to those provided by an
issuer under tier 2 of Regulation A (17 C.F.R. 230.251 et
seq.).
``(4) Venture securities traded on venture exchanges may
not trade on non-venture exchanges.--A venture security may
not be traded on a national securities exchange that is not a
venture exchange during any period in which the venture
security is being traded on a venture exchange.
``(5) Rule of construction.--Nothing in this subsection may
be construed as requiring transactions in venture securities
to be effected on a national securities exchange.
``(6) Commission authority to limit certain trading.--The
Commission may limit transactions in venture securities that
are not effected on a national securities exchange as
appropriate to promote efficiency, competition, capital
formation, and to protect investors.
``(7) Disclosures to investors.--The Commission shall issue
regulations to ensure that persons selling or purchasing
venture securities on a venture exchange are provided
disclosures sufficient to understand--
``(A) the characteristics unique to venture securities; and
``(B) in the case of a venture exchange that is a listing
tier of another national securities exchange, that the
venture exchange is distinct from the other national
securities exchange.
``(8) Definitions.--For purposes of this subsection:
``(A) Early-stage, growth company.--
``(i) In general.--The term `early-stage, growth company'
means an issuer--

``(I) that has not made any registered initial public
offering of any securities of the issuer; and
``(II) with a public float of less than or equal to the
value of public float required to qualify as a large
accelerated filer under section 240.12b-2 of title 17, Code
of Federal Regulations.

``(ii) Treatment when public float exceeds threshold.--An
issuer shall not cease to be an early-stage, growth company
by reason of the public float of such issuer exceeding the
threshold specified in clause (i)(II) until the later of the
following:

``(I) The end of the period of 24 consecutive months during
which the public float of the issuer exceeds $2,000,000,000
(as such amount is indexed for inflation every 5 years by the
Commission to reflect the change in the Consumer Price Index
for All Urban Consumers published by the Bureau of Labor
Statistics, setting the threshold to the nearest $1,000,000).
``(II) The end of the 1-year period following the end of
the 24-month period described under subclause (I), if the
issuer requests such 1-year extension from a venture exchange
and the venture exchange elects to provide such extension.

``(B) Public float.--With respect to an issuer, the term
`public float' means the aggregate worldwide market value of
the voting and non-voting common equity of the issuer held by
non-affiliates.
``(C) Venture security.--
``(i) In general.--The term `venture security' means--

``(I) securities of an early-stage, growth company that are
exempt from registration pursuant to section 3(b) of the
Securities Act of 1933;
``(II) securities of an emerging growth company; or
``(III) securities registered under section 12(b) and
listed on a venture exchange (or, prior to listing on a
venture exchange, listed on a national securities exchange)
where--

``(aa) the issuer of such securities has a public float
less than or equal to the value of public float required to
qualify as a large accelerated filer under section 240.12b-2
of title 17, Code of Federal Regulations; or
``(bb) the average daily trade volume is 75,000 shares or
less during a continuous 60-day period.
``(ii) Treatment when public float exceeds threshold.--
Securities shall not cease to be venture securities by reason
of the public float of the issuer of such securities
exceeding the threshold specified in clause (i)(III)(aa)
until the later of the following:

``(I) The end of the period of 24 consecutive months
beginning on the date--

``(aa) the public float of such issuer exceeds
$2,000,000,000; and
``(bb) the average daily trade volume of such securities is
100,000 shares or more during a continuous 60-day period.

``(II) The end of the 1-year period following the end of
the 24-month period described under subclause (I), if the
issuer of such securities requests such 1-year extension from
a venture exchange and the venture exchange elects to provide
such extension.''.

(b) Securities Act of 1933.--Section 18 of the Securities
Act of 1933 (15 U.S.C. 77r) is amended--
(1) by redesignating subsection (d) as subsection (e); and
(2) by inserting after subsection (c) the following:

[[Page H6303]]

``(d) Treatment of Securities Listed on a Venture
Exchange.--Notwithstanding subsection (b), a security is not
a covered security pursuant to subsection (b)(1)(A) if the
security is only listed, or authorized for listing, on a
venture exchange (as defined under section 6(m) of the
Securities Exchange Act of 1934).''.
(c) Sense of Congress.--It is the sense of the Congress
that the Securities and Exchange Commission should--
(1) when necessary or appropriate in the public interest
and consistent with the protection of investors, make use of
the Commission's general exemptive authority under section 36
of the Securities Exchange Act of 1934 (15 U.S.C. 78mm) with
respect to the provisions added by this section; and
(2) if the Commission determines appropriate, create an
Office of Venture Exchanges within the Commission's Division
of Trading and Markets.
(d) Rule of Construction.--Nothing in this section or the
amendments made by this section shall be construed to impair
or limit the construction of the antifraud provisions of the
securities laws (as defined in section 3(a) of the Securities
Exchange Act of 1934 (15 U.S.C. 78c(a))) or the authority of
the Securities and Exchange Commission under those
provisions.
(e) Effective Date for Tiers of Existing National
Securities Exchanges.--In the case of a securities exchange
that is registered as a national securities exchange under
section 6 of the Securities Exchange Act of 1934 (15 U.S.C.
78f) on the date of the enactment of this Act, any election
for a listing tier of such exchange to be treated as a
venture exchange under subsection (m) of such section shall
not take effect before the date that is 180 days after such
date of enactment.

TITLE XXI--BUILDING UP INDEPENDENT LIVES AND DREAMS

SEC. 2101. MORTGAGE LOAN TRANSACTION DISCLOSURE REQUIREMENTS.

(a) TILA Amendment.--Section 105 of the Truth in Lending
Act (15 U.S.C. 1604) is amended by inserting after subsection
(d) the following:
``(e) Disclosure for Charitable Mortgage Loan
Transactions.--With respect to a mortgage loan transaction
involving a residential mortgage loan offered at zero percent
interest primarily for charitable purposes by an organization
having tax-exempt status under section 501(c)(3) of the
Internal Revenue Code of 1986, forms HUD-1 and GFE (as
defined under section 1024.2(b) of title 12, Code of Federal
Regulations), together with a disclosure substantially in the
form of the Loan Model Form H-2 (as defined under Appendix H
to section 1026 of title 12, Code of Federal Regulations)
shall, collectively, be an appropriate model form for
purposes of subsection (b).''.
(b) RESPA Amendment.--Section 4 of the Real Estate
Settlement Procedures Act of 1974 (12 U.S.C. 2603) is amended
by adding at the end the following:
``(d) With respect to a mortgage loan transaction involving
a residential mortgage loan offered at zero percent interest
primarily for charitable purposes, an organization having
tax-exempt status under section 501(c)(3) of the Internal
Revenue Code of 1986 may use forms HUD-1 and GFE (as defined
under section 1024.2(b) of title 12, Code of Federal
Regulations) together with a disclosure substantially in the
form of the Loan Model Form H-2 (as defined under Appendix H
to section 1026 of title 12, Code of Federal Regulations),
collectively, in lieu of the disclosure published under
subsection (a).''.
(c) Regulations.--Not later than 180 days after the date of
the enactment of this Act, the Director of the Bureau of
Consumer Financial Protection shall issue such regulations as
may be necessary to implement the amendments made by
subsections (a) and (b).
(d) Effective Date.--The amendments made by subsections (a)
and (b) shall take effect on the date of the enactment of
this Act.

TITLE XXII--MODERNIZING DISCLOSURES FOR INVESTORS

SEC. 2201. FORM 10-Q ANALYSIS.

(a) In General.--The Securities and Exchange Commission
shall conduct an analysis of the costs and benefits of
requiring reporting companies to use Form 10-Q for submitting
quarterly financial reports. Such analysis shall consider--
(1) the costs and benefits of Form 10-Q to emerging growth
companies;
(2) the costs and benefits of Form 10-Q to the Commission
in terms of its ability to protect investors, maintain fair,
orderly, and efficient markets, and facilitate capital
formation;
(3) the costs and benefits of Form 10-Q to other reporting
companies, investors, market researchers, and other market
participants, including the costs and benefits associated
with--
(A) the public availability of the information required to
be filed on Form 10-Q;
(B) the use of a standardized reporting format across all
classes of reporting companies; and
(C) the quarterly disclosure by some companies of financial
information in formats other than Form 10-Q, such as a
quarterly earnings press release;
(4) the costs and benefits of alternative formats for
quarterly reporting for emerging growth companies to emerging
growth companies, the Commission, other reporting companies,
investors, market researchers, and other market participants;
and
(5) the expected impact of the use of alternative formats
of quarterly reporting by emerging growth companies on
overall market transparency and efficiency.
(b) Report Required.--Not later than 180 days after the
date of enactment of this Act, the Commission shall issue a
report to Congress that includes--
(1) the results of the analysis required by subsection (a);
and
(2) recommendations for decreasing costs, increasing
transparency, and increasing efficiency of quarterly
financial reporting by emerging growth companies.

TITLE XXIII--FIGHT ILLICIT NETWORKS AND DETECT TRAFFICKING

SEC. 2301. FINDINGS.

The Congress finds the following:
(1) According to the Drug Enforcement Administration (DEA)
2017 National Drug Threat Assessment, transnational criminal
organizations are increasingly using virtual currencies.
(2) The Treasury Department has recognized that: ``The
development of virtual currencies is an attempt to meet a
legitimate market demand. According to a Federal Reserve Bank
of Chicago economist, United States consumers want payment
options that are versatile and that provide immediate
finality. No United States payment method meets that
description, although cash may come closest. Virtual
currencies can mimic cash's immediate finality and anonymity
and are more versatile than cash for online and cross-border
transactions, making virtual currencies vulnerable for
illicit transactions.''.
(3) Virtual currencies have become a prominent method to
pay for goods and services associated with illegal sex
trafficking and drug trafficking, which are two of the most
detrimental and troubling illegal activities facilitated by
online marketplaces.
(4) Online marketplaces, including the dark web, have
become a prominent platform to buy, sell, and advertise for
illicit goods and services associated with sex trafficking
and drug trafficking.
(5) According to the International Labour Organization, in
2016, 4.8 million people in the world were victims of forced
sexual exploitation, and in 2014, the global profit from
commercial sexual exploitation was $99 billion.
(6) In 2016, within the United States, the Center for
Disease Control estimated that there were 64,000 deaths
related to drug overdose, and the most severe increase in
drug overdoses were those associated with fentanyl and
fentanyl analogs (synthetic opioids), which amounted to over
20,000 overdose deaths.
(7) According to the United States Department of the
Treasury 2015 National Money Laundering Risk Assessment, an
estimated $64 billion is generated annually from United
States drug trafficking sales.
(8) Illegal fentanyl in the United States originates
primarily from China, and it is readily available to purchase
through online marketplaces.

SEC. 2302. GAO STUDY.

(a) Study Required.--The Comptroller General of the United
States shall conduct a study on how virtual currencies and
online marketplaces are used to facilitate sex and drug
trafficking. The study shall consider--
(1) how online marketplaces, including the dark web, are
being used as platforms to buy, sell, or facilitate the
financing of goods or services associated with sex
trafficking or drug trafficking (specifically, opioids and
synthetic opioids, including fentanyl, fentanyl analogs, and
any precursor chemicals associated with manufacturing
fentanyl or fentanyl analogs) destined for, originating from,
or within the United States;
(2) how financial payment methods, including virtual
currencies and peer-to-peer mobile payment services, are
being utilized by online marketplaces to facilitate the
buying, selling, or financing of goods and services
associated with sex or drug trafficking destined for,
originating from, or within the United States;
(3) how virtual currencies are being used to facilitate the
buying, selling, or financing of goods and services
associated with sex or drug trafficking, destined for,
originating from, or within the United States, when an online
platform is not otherwise involved;
(4) how illicit funds that have been transmitted online and
through virtual currencies are repatriated into the formal
banking system of the United States through money laundering
or other means;
(5) the participants (state and non-state actors)
throughout the entire supply chain that participate in or
benefit from the buying, selling, or financing of goods and
services associated with sex or drug trafficking (either
through online marketplaces or virtual currencies) destined
for, originating from, or within the United States;
(6) Federal and State agency efforts to impede the buying,
selling, or financing of goods and services associated with
sex or drug trafficking destined for, originating from, or
within the United States, including efforts to prevent the
proceeds from sex or drug trafficking from entering the
United States banking system;
(7) how virtual currencies and their underlying
technologies can be used to detect and deter these illicit
activities; and
(8) to what extent can the immutable and traceable nature
of virtual currencies contribute to the tracking and
prosecution of illicit funding.
(b) Scope.--For the purposes of the study required under
subsection (a), the term ``sex

[[Page H6304]]

trafficking'' means the recruitment, harboring,
transportation, provision, obtaining, patronizing, or
soliciting of a person for the purpose of a commercial sex
act that is induced by force, fraud, or coercion, or in which
the person induced to perform such act has not attained 18
years of age.
(c) Report to Congress.--Not later than 1 year after the
date of enactment of this Act, the Comptroller General of the
United States shall submit to the Committee on Banking,
Housing, and Urban Affairs of the Senate and the Committee on
Financial Services of the House of Representatives a report
summarizing the results of the study required under
subsection (a), together with any recommendations for
legislative or regulatory action that would improve the
efforts of Federal agencies to impede the use of virtual
currencies and online marketplaces in facilitating sex and
drug trafficking.

TITLE XXIV--IMPROVING INVESTMENT RESEARCH FOR SMALL AND EMERGING
ISSUERS

SEC. 2401. RESEARCH STUDY.

(a) Study Required.--The Securities and Exchange Commission
shall conduct a study to evaluate the issues affecting the
provision of and reliance upon investment research into small
issuers, including emerging growth companies and companies
considering initial public offerings.
(b) Contents of Study.--The study required under subsection
(a) shall consider--
(1) factors related to the demand for such research by
institutional and retail investors;
(2) the availability of such research, including--
(A) the number and types of firms who provide such
research;
(B) the volume of such research over time; and
(C) competition in the research market;
(3) conflicts of interest relating to the production and
distribution of investment research;
(4) the costs of such research;
(5) the impacts of different payment mechanisms for
investment research into small issuers, including whether
such research is paid for by--
(A) hard-dollar payments from research clients;
(B) payments directed from the client's commission income
(i.e., ``soft dollars''); or
(C) payments from the issuer that is the subject of such
research;
(6) any unique challenges faced by minority-owned, women-
owned, and veteran-owned small issuers in obtaining research
coverage; and
(7) the impact on the availability of research coverage for
small issuers due to--
(A) investment adviser concentration and consolidation,
including any potential impacts of fund-size on demand for
investment research of small issuers;
(B) broker and dealer concentration and consolidation,
including any relationships between the size of the firm and
allocation of resources for investment research into small
issuers;
(C) Securities and Exchange Commission rules;
(D) registered national securities association rules;
(E) State and Federal liability concerns;
(F) the settlement agreements referenced in Securities and
Exchange Commission Litigation Release No. 18438 (i.e., the
``Global Research Analyst Settlement''); and
(G) Directive 2014/65/EU of the European Parliament and of
the Council of 15 May 2014 on markets in financial
instruments and amending Directive 2002/92/EC and Directive
2011/61/EU, as implemented by the European Union (``EU'')
member states (``MiFID II'').
(c) Report Required.--Not later than 180 days after the
date of the enactment of this Act, the Securities and
Exchange Commission shall submit to Congress a report that
includes--
(1) the results of the study required by subsection (a);
and
(2) recommendations to increase the demand for, volume of,
and quality of investment research into small issuers,
including emerging growth companies and companies considering
initial public offerings.

TITLE XXV--DEVELOPING AND EMPOWERING OUR ASPIRING LEADERS

SEC. 2501. DEFINITIONS.

Not later than the end of the 180-day period beginning on
the date of the enactment of this Act, the Securities and
Exchange Commission shall--
(1) revise the definition of a qualifying investment under
paragraph (c) of section 275.203(l)-1 of title 17, Code of
Federal Regulations, to include an equity security issued by
a qualifying portfolio company, whether acquired directly
from the company or in a secondary acquisition; and
(2) revise paragraph (a) of such section to require, as a
condition of a private fund qualifying as a venture capital
fund under such paragraph, that the qualifying investments of
the private fund are predominantly qualifying investments
that were acquired directly from a qualifying portfolio
company.

TITLE XXVI--EXPANDING INVESTMENT IN SMALL BUSINESSES

SEC. 2601. SEC STUDY.

(a) In General.--The Securities and Exchange Commission
shall carry out a study of the 10 per centum threshold
limitation applicable to the definition of a diversified
company under section 5(b)(1) of the Investment Company Act
of 1940 (15 U.S.C. 80a-5(b)(1)) and determine whether such
threshold limits capital formation.
(b) Considerations.--In carrying out the study required
under subsection (a), the Commission shall consider the
following:
(1) The size and number of diversified companies that are
currently restricted in their ability to own more than 10
percent of the voting shares in an individual company.
(2) If investing preferences of diversified companies have
shifted away from companies with smaller market
capitalizations.
(3) The expected increase in the availability of capital to
small and emerging growth companies if the threshold is
increased.
(4) The ability of registered funds to manage liquidity
risk.
(5) Any other consideration that the Commission considers
necessary and appropriate for the protection of investors.
(c) Solicitation of Public Comments.--In carrying out the
study required under subsection (a), the Commission may
solicit public comments.
(d) Report.--Not later than the end of the 180-day period
beginning on the date of enactment of this Act, the
Commission shall issue a report to the Congress, and make
such report publicly available on the website of the
Commission, containing--
(1) all findings and determinations made in carrying out
the study required under subsection (a); and
(2) any legislative recommendations of the Commission,
including any recommendation to update the 10 per centum
threshold.

TITLE XXVII--PROMOTING TRANSPARENT STANDARDS FOR CORPORATE INSIDERS

SEC. 2701. SEC STUDY.

(a) Study.--
(1) In general.--The Securities and Exchange Commission
shall carry out a study of whether Rule 10b5-1 (17 C.F.R.
240.10b5-1) should be amended to--
(A) limit the ability of issuers and issuer insiders to
adopt a plan described under paragraph (c)(1)(i)(A)(3) of
Rule 10b5-1 (``trading plan'') when the issuer or issuer
insider is permitted to buy or sell securities during issuer-
adopted trading windows;
(B) limit the ability of issuers and issuer insiders to
adopt multiple, overlapping trading plans;
(C) establish a mandatory delay between the adoption of a
trading plan and the execution of the first trade pursuant to
such a plan and, if so and depending on the Commission's
findings with respect to subparagraph (A)--
(i) whether any such delay should be the same for trading
plans adopted during an issuer-adopted trading window as
opposed to outside of such a window; and
(ii) whether any exceptions to such a delay are
appropriate;
(D) limit the frequency that issuers and issuer insiders
may modify or cancel trading plans;
(E) require issuers and issuer insiders to file with the
Commission trading plan adoptions, amendments, terminations
and transactions; or
(F) require boards of issuers that have adopted a trading
plan to--
(i) adopt policies covering trading plan practices;
(ii) periodically monitor trading plan transactions; and
(iii) ensure that issuer policies discuss trading plan use
in the context of guidelines or requirements on equity
hedging, holding, and ownership.
(2) Additional considerations.--In carrying out the study
required under paragraph (1), the Commission shall consider--
(A) how any such amendments may clarify and enhance
existing prohibitions against insider trading;
(B) the impact any such amendments may have on the ability
of issuers to attract persons to become an issuer insider;
(C) the impact any such amendments may have on capital
formation;
(D) the impact any such amendments may have on an issuer's
willingness to operate as a public company; and
(E) any other consideration that the Commission considers
necessary and appropriate for the protection of investors.
(b) Report.--Not later than the end of the 1-year period
beginning on the date of the enactment of this Act, the
Commission shall issue a report to the Committee on Financial
Services of the House of Representatives and the Committee on
Banking, Housing, and Urban Affairs of the Senate containing
all findings and determinations made in carrying out the
study required under section (a).
(c) Rulemaking.--After the completion of the study required
under subsection (a), the Commission shall, subject to public
notice and comment, revise Rule 10b5-1 consistent with the
results of such study.

TITLE XXVIII--INVESTMENT ADVISER REGULATORY FLEXIBILITY IMPROVEMENT

SEC. 2801. DEFINITION OF SMALL BUSINESS OF SMALL
ORGANIZATION.

Not later than end the of the 1-year period beginning on
the date of the enactment of this Act, the Securities and
Exchange Commission shall revise the definitions of a ``small
business'' and ``small organization'' under section 275.0-7
of title 17, Code of Federal Regulations, to provide
alternative methods under which a business or organization
may qualify as a ``small business'' or ``small organization''
under such section. In

[[Page H6305]]

making such revision, the Commission shall consider whether
such alternative methods should include a threshold based on
the number of non-clerical employees of the business or
organization.

TITLE XXIX--ENHANCING MULTI-CLASS SHARE DISCLOSURES

SEC. 2901. DISCLOSURE RELATING TO MULTI-CLASS SHARE
STRUCTURES.

Section 14 of the Securities Exchange Act of 1934 (15
U.S.C. 78n) is amended by adding at the end the following:
``(k) Disclosure for Issuers With Multi-class Share
Structures.--
``(1) Disclosure.--The Commission shall, by rule, require
each issuer with a multi-class share structure to disclose
the information described in paragraph (2) in any proxy or
consent solicitation material for an annual meeting of the
shareholders of the issuer, or any other filing as the
Commission determines appropriate.
``(2) Content.--A disclosure made under paragraph (1) shall
include, with respect to each person who is a director,
director nominee, or named executive officer of the issuer,
or who is the beneficial owner of securities with 5 percent
or more of the total combined voting power of all classes of
securities entitled to vote in the election of directors--
``(A) the number of shares of all classes of securities
entitled to vote in the election of directors beneficially
owned by such person, expressed as a percentage of the total
number of the outstanding securities of the issuer entitled
to vote in the election of directors; and
``(B) the amount of voting power held by such person,
expressed as a percentage of the total combined voting power
of all classes of the securities of the issuer entitled to
vote in the election of directors.
``(3) Multi-class share structure.--In this subsection, the
term `multi-class share structure' means a capitalization
structure that contains 2 or more classes of securities that
have differing amounts of voting rights in the election of
directors.''.

TITLE XXX--NATIONAL SENIOR INVESTOR INITIATIVE

SEC. 3001. SENIOR INVESTOR TASKFORCE.

Section 4 of the Securities Exchange Act of 1934 (15 U.S.C.
78d) is amended by adding at the end the following:
``(k) Senior Investor Taskforce.--
``(1) Establishment.--There is established within the
Commission the Senior Investor Taskforce (in this subsection
referred to as the `Taskforce').
``(2) Director of the taskforce.--The head of the Taskforce
shall be the Director, who shall--
``(A) report directly to the Chairman; and
``(B) be appointed by the Chairman, in consultation with
the Commission, from among individuals--
``(i) currently employed by the Commission or from outside
of the Commission; and
``(ii) having experience in advocating for the interests of
senior investors.
``(3) Staffing.--The Chairman shall ensure that--
``(A) the Taskforce is staffed sufficiently to carry out
fully the requirements of this subsection; and
``(B) such staff shall include individuals from the
Division of Enforcement, Office of Compliance Inspections and
Examinations, and Office of Investor Education and Advocacy.
``(4) Minimizing duplication of efforts.--In organizing and
staffing the Taskforce, the Chairman shall take such actions
as may be necessary to minimize the duplication of efforts
within the divisions and offices described under paragraph
(3)(B) and any other divisions, offices, or taskforces of the
Commission.
``(5) Functions of the taskforce.--The Taskforce shall--
``(A) identify challenges that senior investors encounter,
including problems associated with financial exploitation and
cognitive decline;
``(B) identify areas in which senior investors would
benefit from changes in the regulations of the Commission or
the rules of self-regulatory organizations;
``(C) coordinate, as appropriate, with other offices within
the Commission, other taskforces that may be established
within the Commission, self-regulatory organizations, and the
Elder Justice Coordinating Council; and
``(D) consult, as appropriate, with State securities and
law enforcement authorities, State insurance regulators, and
other Federal agencies.
``(6) Report.--The Taskforce, in coordination, as
appropriate, with the Office of the Investor Advocate and
self-regulatory organizations, and in consultation, as
appropriate, with State securities and law enforcement
authorities, State insurance regulators, and Federal
agencies, shall issue a report every 2 years to the Committee
on Banking, Housing, and Urban Affairs of the Senate and the
Committee on Financial Services of the House of
Representatives, the first of which shall not be issued until
after the report described in section 3002 of the JOBS and
Investor Confidence Act of 2018 has been issued and
considered by the Taskforce, containing--
``(A) appropriate statistical information and full and
substantive analysis;
``(B) a summary of recent trends and innovations that have
impacted the investment landscape for senior investors;
``(C) a summary of regulatory initiatives that have
concentrated on senior investors and industry practices
related to senior investors;
``(D) key observations, best practices, and areas needing
improvement, involving senior investors identified during
examinations, enforcement actions, and investor education
outreach;
``(E) a summary of the most serious issues encountered by
senior investors, including issues involving financial
products and services;
``(F) an analysis with regard to existing policies and
procedures of brokers, dealers, investment advisers, and
other market participants related to senior investors and
senior investor-related topics and whether these policies and
procedures need to be further developed or refined;
``(G) recommendations for such changes to the regulations,
guidance, and orders of the Commission and self-regulatory
organizations and such legislative actions as may be
appropriate to resolve problems encountered by senior
investors; and
``(H) any other information, as determined appropriate by
the Director of the Taskforce.
``(7) Sunset.--The Taskforce shall terminate after the end
of the 10-year period beginning on the date of the enactment
of this subsection, but may be reestablished by the Chairman.
``(8) Senior investor defined.--For purposes of this
subsection, the term `senior investor' means an investor over
the age of 65.''.

SEC. 3002. GAO STUDY.

(a) In General.--Not later than 1 year after the date of
enactment of this Act, the Comptroller General of the United
States shall submit to Congress and the Senior Investor
Taskforce the results of a study on the economic costs of the
financial exploitation of senior citizens.
(b) Contents.--The study required under subsection (a)
shall include information with respect to--
(1) costs--
(A) associated with losses by victims that were incurred as
a result of the financial exploitation of senior citizens;
(B) incurred by State and Federal agencies, law enforcement
and investigatory agencies, public benefit programs, public
health programs, and other public programs as a result of the
financial exploitation of senior citizens; and
(C) incurred by the private sector as a result of the
financial exploitation of senior citizens; and
(2) any other relevant costs that--
(A) result from the financial exploitation of senior
citizens; and
(B) the Comptroller General determines are necessary and
appropriate to include in order to provide Congress and the
public with a full and accurate understanding of the economic
costs resulting from the financial exploitation of senior
citizens in the United States.
(c) Senior Citizen Defined.--For purposes of this section,
the term ``senior citizen'' means an individual over the age
of 65.

TITLE XXXI--MIDDLE MARKET IPO UNDERWRITING COST

SEC. 3101. STUDY ON IPO FEES.

(a) Study.--The Securities and Exchange Commission, in
consultation with the Financial Industry Regulatory
Authority, shall carry out a study of the costs associated
with small- and medium-sized companies to undertake initial
public offerings (``IPOs''). In carrying out such study, the
Commission shall--
(1) consider the direct and indirect costs of an IPO,
including--
(A) fees, such as gross spreads paid to underwriters, IPO
advisors, and other professionals;
(B) compliance with Federal and State securities laws at
the time of the IPO; and
(C) such other IPO-related costs as the Commission
determines appropriate;
(2) compare and analyze the costs of an IPO with the costs
of obtaining alternative sources of financing and of
liquidity;
(3) consider the impact of such costs on capital formation;
(4) analyze the impact of these costs on the availability
of public securities of small- and medium-sized companies to
retail investors; and
(5) analyze trends in IPOs over a time period the
Commission determines is appropriate to analyze IPO pricing
practices, considering--
(A) the number of IPOs;
(B) how costs for IPOs have evolved over time, including
fees paid to underwriters, investment advisory firms, and
other professions for services in connection with an IPO;
(C) the number of brokers and dealers active in
underwriting IPOs;
(D) the different types of services that underwriters and
related persons provide before and after a small- or medium-
sized company IPO and the factors impacting underwriting
costs;
(E) changes in the costs and availability of investment
research for small- and medium-sized companies; and
(F) any other consideration the Commission considers
necessary and appropriate.
(b) Report.--Not later than the end of the 360-day period
beginning on the date of the enactment of this Act, the
Commission shall issue a report to the Congress containing
all findings and determinations made in carrying out the
study required under subsection (a) and any administrative or
legislative recommendations the Commission may have.

[[Page H6306]]

TITLE XXXII--CROWDFUNDING AMENDMENTS

SEC. 3201. CROWDFUNDING VEHICLES.

(a) Amendments to the Securities Act of 1933.--The
Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended--
(1) in section 2(a) (15 U.S.C. 77b(a)), by adding at the
end the following:
``(20) The term `crowdfunding vehicle' has the meaning
given the term in section 3(c)(15)(B) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3(c)(15)(B)).'';
(2) in section 4(a)(6) (15 U.S.C. 77d(a)(6))--
(A) in subparagraph (A)--
(i) by inserting ``, other than a crowdfunding vehicle,''
after ``sold to all investors''; and
(ii) by inserting ``other than a crowdfunding vehicle,''
after ``the issuer,''; and
(B) in subparagraph (B), in the matter preceding clause
(i), by inserting ``, other than a crowdfunding vehicle,''
after ``any investor''; and
(3) in section 4A(f) (15 U.S.C. 77d-1(f))--
(A) in the matter preceding paragraph (1), by striking
``Section 4(6)'' and inserting ``Section 4(a)(6)''; and
(B) in paragraph (3), by inserting ``by any of paragraphs
(1) through (14) of'' before ``section 3(c)''.
(b) Amendments to the Investment Company Act of 1940.--
Section 3(c) of the Investment Company Act of 1940 (15 U.S.C.
80a-3(c)) is amended by adding at the end the following:
``(15)(A) Any crowdfunding vehicle.
``(B) For purposes of this paragraph, the term
`crowdfunding vehicle' means a company--
``(i) the purpose of which (as set forth in the
organizational documents of the company) is limited to
acquiring, holding, and disposing of securities issued by a
single company in 1 or more transactions made under section
4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6));
``(ii) that issues only 1 class of securities;
``(iii) that receives no compensation in connection with
the acquisition, holding, or disposition of securities
described in clause (i);
``(iv) no investment adviser or associated person of which
receives any compensation on the basis of a share of capital
gains upon, or capital appreciation of, any portion of the
funds of an investor of the company;
``(v) the securities of which have been issued in a
transaction made under section 4(a)(6) of the Securities Act
of 1933 (15 U.S.C. 77d(a)(6)), where both the crowdfunding
vehicle and the company whose securities the crowdfunding
vehicle holds are co-issuers;
``(vi) that is current with respect to ongoing reporting
requirements under section 227.202 of title 17, Code of
Federal Regulations, or any successor regulation;
``(vii) that holds securities of a company that is subject
to ongoing reporting requirements under section 227.202 of
title 17, Code of Federal Regulations, or any successor
regulation; and
``(viii) that is advised by an investment adviser that is--
``(I) registered under the Investment Advisers Act of 1940
(15 U.S.C. 80b-1 et seq.); and
``(II) required to--

``(aa) disclose to the investors of the company any fees
charged by the investment adviser; and
``(bb) obtain approval from a majority of the investors of
the company with respect to any increase in the fees
described in item (aa).''.

(c) Amendments to the Investment Advisers Act of 1940.--The
Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is
amended--
(1) in section 202(a) (15 U.S.C. 80b-2(a))--
(A) by redesignating the second paragraph (29) as paragraph
(31); and
(B) by adding at the end the following:
``(32) The term `crowdfunding vehicle' has the meaning
given the term in section 3(c)(15)(B) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3(c)(15)(B)).
``(33)(A) The term `crowdfunding vehicle adviser' means an
investment adviser that acts as an investment adviser solely
with respect to crowdfunding vehicles.
``(B) A determination, for the purposes of subparagraph
(A), regarding whether an investment adviser acts as an
investment adviser solely with respect to crowdfunding
vehicles shall not include any consideration of the activity
of any affiliate of the investment adviser.'';
(2) in section 203 (15 U.S.C. 80b-3), by adding at the end
the following:
``(o) Crowdfunding Vehicle Advisers.--
``(1) In general.--A crowdfunding vehicle adviser shall be
required to register under this section.
``(2) Tailored requirements.--As necessary or appropriate
in the public interest and for the protection of investors,
and to promote efficiency, competition, and capital
formation, the Commission may tailor the requirements under
section 275.206(4)-2 of title 17, Code of Federal
Regulations, with respect to the application of those
requirements to a crowdfunding vehicle adviser.''; and
(3) in section 203A(a) (15 U.S.C. 80b-3a(a))--
(A) in paragraph (1)--
(i) in subparagraph (A), by striking ``or'' at the end;
(ii) in subparagraph (B), by striking the period at the end
and inserting ``; or''; and
(iii) by adding at the end the following:
``(C) is a crowdfunding vehicle adviser.''; and
(B) in paragraph (2)--
(i) in subparagraph (A), by inserting ``a crowdfunding
vehicle adviser,'' after ``unless the investment adviser
is''; and
(ii) in subparagraph (B)(ii), in the matter preceding
subclause (I), by inserting ``except with respect to a
crowdfunding vehicle adviser,'' before ``has assets''.

SEC. 3202. CROWDFUNDING EXEMPTION FROM REGISTRATION.

Section 12(g)(6) of the Securities Exchange Act of 1934 (15
U.S.C. 78l(g)(6)) is amended--
(1) by striking ``The Commission'' and inserting the
following:
``(A) In general.--The Commission'';
(2) in subparagraph (A), as so designated, by striking
``section 4(6)'' and inserting ``section 4(a)(6)''; and
(3) by adding at the end the following:
``(B) Treatment of securities issued by certain issuers.--
``(i) In general.--An exemption under subparagraph (A)
shall be unconditional for securities offered by an issuer
that had a public float of less than $75,000,000, as of the
last business day of the most recently completed semiannual
period of the issuer, which shall be calculated in accordance
with clause (ii).
``(ii) Calculation.--

``(I) In general.--A public float described in clause (i)
shall be calculated by multiplying the aggregate worldwide
number of shares of the common equity securities of an issuer
that are held by non-affiliates by the price at which those
securities were last sold (or the average bid and asked
prices of those securities) in the principal market for those
securities.
``(II) Calculation of zero.--If a public float calculation
under subclause (I) with respect to an issuer is zero, an
exemption under subparagraph (A) shall be unconditional for
securities offered by the issuer if the issuer had annual
revenues of less than $50,000,000, as of the most recently
completed fiscal year of the issuer.''.

The SPEAKER pro tempore. Pursuant to the rule, the gentleman from
Texas (Mr. Hensarling) and the gentlewoman from California (Ms. Maxine
Waters) each will control 20 minutes.
The Chair recognizes the gentleman from Texas.

General Leave

Mr. HENSARLING. Mr. Speaker, I ask unanimous consent that all Members
may have 5 legislative days in which to revise and extend their remarks
and include extraneous material on this bill.
The SPEAKER pro tempore. Is there objection to the request of the
gentleman from Texas?
There was no objection.
Mr. HENSARLING. Mr. Speaker, I yield myself as much time as I may
consume.
Mr. Speaker, two things that are vital to the American economy:
number one, 3 percent economic growth, and number two, competing with
China.
Three percent economic growth, Mr. Speaker, is so important because,
when you look at the history of America, if you look at jobs that are
created, if you look at increasing incomes, if you look at decreasing
unemployment, this happens in our 3 percent-plus growth years, and that
is why it is so great that America is once again seeing 3 percent-plus
economic growth.
But, Mr. Speaker, can we keep it?
There are some alarming trends that we have to arrest, and that is
that, unfortunately, entrepreneurship, that is, launching new
businesses, recently hit a generational low. Companies that are going
public--and 90 percent of the jobs that a company creates happen after
they go public, IPOs, initial public offerings--they have been in a
decline, a 20-year decline, and they have reached a new low.
If we look at what China is trying to do with their 2025 program, Mr.
Speaker, and dominate the world in high tech and then we turn around
and we see that China has over a third of the world's IPOs, America--
our decline is now down to 11 percent--has got to change.
So thus, today, we are taking up the JOBS and Investor Confidence
Act, also known as the JOBS Act 3.0.
What we are trying to do, Mr. Speaker, number one, we are doing it on
a bipartisan basis, but we are trying to ensure that our entrepreneurs
at least don't face the challenge of having the capital they need to
launch their companies, because, Mr. Speaker, when we have more small
businesses that are launching new enterprises and going public and
staying public, these are the Amazons and the Googles and the
Microsofts of the future.
So, again, Members on both sides of the aisle have come together
because, historically, capital formation has been a bipartisan issue
here. We have come together, Democrat and Republican, to make sure that
these small

[[Page H6307]]

businesses get this start. And we try to treat the whole capital
formation ecosystem, from venture capital with the HALOS Act and
helping accredited investors be able to bring their capital to the
table, to early growth companies and how they have to handle the very
expensive 404(b) Sarbanes-Oxley provision, to the stages of companies
going public, but once they go public, Mr. Speaker, the ability to stay
public, and so we have a venture exchange bill to make sure that they
can concentrate their liquidity in one area.
So this is important. It is important to keep 3 percent economic
growth. It is important that America's garages have fewer old cars,
more new startups.
I want to thank Members on both sides of the aisle, but I especially
want to thank the ranking member, the gentlewoman from California,
working so strongly and fervently and on a good, bipartisan,
cooperative basis to produce the JOBS and Investor Confidence Act.
Mr. Speaker, I expect that we can have a strong bipartisan vote on
the floor, and I reserve the balance of my time.
Ms. MAXINE WATERS of California. Mr. Speaker, I yield myself such
time as I may consume.
Mr. Speaker, this bill is an example of true bipartisanship. I want
to thank Chairman Hensarling, the members of the Financial Services
Committee, and the staff on both sides of the aisle for their work on
this legislative package.
S. 488, the JOBS and Investor Confidence Act of 2018, is evidence
that Democrats and Republicans can come together to strengthen our
Nation's small businesses and entrepreneurs, bolster investor
confidence, protect consumers, promote financial stability, and counter
human and drug trafficking.
S. 488 helps small businesses grow by encouraging capital formation
and requires the Securities and Exchange Commission to consider unique
issues facing rural small businesses and small investment advisers.
When entrepreneurs are looking to retire, S. 488 allows them to easily
sell their businesses.
The bill also requires several rulemakings and studies to encourage
small businesses to go public, including by protecting them from
excessive underwriting fees.
Main Street investors and consumers also benefit from S. 488. One
provision, which I authored, cracks down on corporate insiders engaged
in illegal insider trading.
Democrats also led provisions to enhance disclosures about outsized
insider voting power.
The bill also creates a task force at the SEC to protect seniors and
their financial best interests.
Additionally, the bill helps nonprofits, like Habitat for Humanity,
continue to extend affordable mortgages to low-income families aspiring
to the dream of homeownership.
Thanks to Mr. Ellison, the legislation enables millions of Americans
with thin credit files to improve and build their credit by allowing
alternative types of data, like the on-time payment of rent and
utilities, to be included in their credit reports without preempting
State law.
S. 488 also improves financial stability. The bill directs regulators
to improve the calculation for bank capital held to offset risk in the
options and derivatives markets so that riskier products are covered by
more capital
Finally, S. 488 strengthens our government's efforts to stop drug and
human trafficking by preventing criminals who engage in these
unconscionable acts from accessing the financial system.
There are several provisions that we did not reach bipartisan
agreement on in time, including reforms to private offerings under
regulation D that requires issuers to file disclosures before their
first sell and after the termination of the offering. I am pleased that
the chairman has offered to continue working on this and other issues
with me, and I hope that the Senate has its own chance to make these
and other changes.
Throughout my work on this legislation, I insisted that nothing could
be included that would weaken Dodd-Frank's financial reforms, harm
consumers, or provide giveaways to Wall Street. Instead, building on
the bipartisan work of the Financial Services Committee, S. 488
includes measures that will help small businesses grow and protect
hardworking Americans who entrust their savings to the capital markets.
Mr. Speaker, I again thank my colleagues for their strong bipartisan
support on this legislation, and I reserve the balance of my time.
Mr. HENSARLING. Mr. Speaker, I yield 2 minutes to the gentleman from
Michigan (Mr. Huizenga), the chairman of the Capital Markets,
Securities, and Investments Subcommittee, the real leader of this
capital formation package on the Republican side of the aisle, and also
the sponsor of two provisions of the bill: H.R. 477, the Small Business
Mergers, Acquisitions, Sales, and Brokerage Simplification Act, and
H.R. 6139, the Improving Investment Research for Small and Emerging
Issuers Act.

{time} 1530

Mr. HUIZENGA. Mr. Speaker, I thank the chairman for the opportunity
to lead this effort.
Mr. Speaker, the United States has the strongest, deepest, and most
liquid markets in the world, which has helped hardworking Americans
save for everything from college, to home ownership, to retirement.
However, over time, our capital markets have become, frankly, less
stable, less efficient, and less liquid due to the one-size-fits-all
securities regulations currently in place. In fact, small and midsized
companies, which are the heartbeat of the American economy, are
struggling the most because of this outdated regulatory structure. They
have the most difficult time obtaining the necessary capital and
financial resources needed in order to expand and create jobs because
they are drowning in regulation and increased compliance costs.
Although the bipartisan Jumpstart Our Business Startups Act, JOBS
Act, back from a few years ago was an important first step in helping
appropriately tailor regulation and promote capital formation,
particularly for the small and emerging growth companies, it is clear
that Congress needs to do more.
Today's bill, the JOBS and Investor Confidence Act, is a compilation
of 32 bipartisan bills that will promote capital formation and ensure
that our regulatory structure is appropriately tailored to allow the
free flow of capital, strengthen job creation, and increase economic
growth.
Mr. Speaker, our economy is finally starting to fire on all
cylinders. With this reform-minded legislation, we can further unleash
American innovation, economic growth, and job creation while providing
greater investment opportunities for Mr. and Mrs. 401(k). Today, we can
deliver some very commonsense regulatory relief, while also providing
an important layer of investor protections, and make our capital
markets even more efficient.
By voting in support of this important progrowth jobs package, we can
open the door to innovation, enhance small-business job creation, and
increase opportunity for hardworking Americans in west Michigan and
across the Nation.
Mr. Speaker, I urge all my colleagues to support S. 488, the JOBS and
Investor Confidence Act, and, again, I say thank you to the chairman,
the ranking member, and my subcommittee chair as well for their work.
Ms. MAXINE WATERS of California. Mr. Speaker, I yield 2 minutes to
the gentlewoman from New York (Mrs. Carolyn B. Maloney), the ranking
member of our Capital Markets, Securities, and Investment Subcommittee
of the Financial Services Committee, and the leading sponsor and
Democratic cosponsor of several of the bills in this package.
Mrs. CAROLYN B. MALONEY of New York. Mr. Speaker, I thank the
gentlewoman for yielding and for her leadership.
Mr. Speaker, I rise in support of the JOBS and Investor Confidence
Act, which will help in capital formation and help our economy grow. I
want to thank Chairman Hensarling and Ranking Member Waters for all
their hard work on this bipartisan package, which reflects a great deal
of work by all of us on the Financial Services Committee.
In this package are 22 bills that came through the Capital Markets,
Securities, and Investment Subcommittee on

[[Page H6308]]

which I serve with Chairman Huizenga as ranking member, and I thank him
for his leadership in pushing this through.
This package includes one of my bills, the Family Office Technical
Correction Act, which is a narrowly tailored solution that will allow
family offices to better serve their clients. The bill would clarify
that all family clients of a family office are sophisticated,
accredited investors. This fixes a problem where, if just one family
client of a family office isn't an accredited investor, then the entire
family office can't buy any securities that are limited to accredited
investors, like privately issued stocks or bonds.
The package also includes several other bills that I strongly
support, such as Mr. Himes' Middle Market IPO Underwriting Cost Act.
This bill will require the SEC to study the costs associated with going
public, and not just the regulatory costs that have been studied many
times, but the much higher costs that are paid to the underwriters and
other professionals when a company decides to go public.
Ranking Member Waters also has a bill in this package that would
require the SEC to study and fix a glaring loophole in our insider
trading laws, where company executives can take advantage of a safe
harbor to buy and sell stock in their own company based on material,
nonpublic information.
Finally, the package includes a bill that would provide a badly
needed update to the definition of a sophisticated accredited investor,
which would allow people who can demonstrate that they are
sophisticated in investment matters to qualify as an accredited
investor.
Mr. Speaker, I urge all of my colleagues to support this bipartisan
package.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
Ohio (Mr. Chabot), who is the chairman of the House Small Business
Committee and who has sponsored a very important provision in the
package, H.R. 79, the Helping Angels Lead Our Startups Act.
Mr. CHABOT. Mr. Speaker, I thank the gentleman for yielding, and, Mr.
Speaker, I rise in support of the JOBS and Investor Confidence Act of
2018.
Despite an improving economy, small businesses, entrepreneurs, and
startups still face numerous challenges. One of the chief challenges
that they face is access to capital, getting money.
As chairman of the House Small Business Committee, I am pleased to
say that we have worked together in a bipartisan manner to pass one
piece of legislation that is contained in this, and we support the
whole bill, but this one is the HALOS Act, or Helping Angels Lead Our
Startups Act.
The HALOS Act would improve how investors and small businesses get
together at events, called demo days, where the people who have the
money and people who need the money can actually get together and
streamline some of the problems that they now face.

From my State of Ohio, to California, to New York State, all over the
country, small businesses are the job creators. Seventy percent of the
new jobs in America are created by small businesses.
Mr. Speaker, I want to thank Chairman Hensarling for working with the
Small Business Committee and including the HALOS Act in this very
important legislation.
Ms. MAXINE WATERS of California. Mr. Speaker, I yield 2 minutes to
the gentleman from Georgia (Mr. David Scott), a senior member of the
Financial Services Committee and the leading Democratic cosponsor of
several of the bills in this package.
Mr. DAVID SCOTT of Georgia. Mr. Speaker, I thank Ranking Member
Maxine Waters for the excellent leadership she has provided in working
with our chairman, Jeb Hensarling, in putting together this very good
package.
I also want to thank my colleague, the gentleman from Georgia (Mr.
Loudermilk), my Republican colleague, and his staff for his leadership
on what is title 8, the exchange regulatory improvement title, which
mirrors the work that I did, as the gentlewoman from California (Ms.
Maxine Waters) mentioned, as the Democratic lead on H.R. 3555.
Mr. Speaker, I want to also mention that we spent about a year
working on this because it was so important that we give clarification
and modernization to the term ``facility.'' That term dates all the way
back to 1934. That is 84 years ago. So we needed to make some changes
because of the fact that there are many business lines, such as e-
mortgage registries, data analytics, and regulatory compliance
software, that are obsolete now and have nothing to do with and are
completely unrelated to the exchange's core business, which is
facilitating transactions.
What my colleague Mr. Loudermilk and I are simply trying to do is
this: If there is a product or business that the exchange has that is
totally unrelated to the transactions of the exchange, then that
product should be exempt from SEC oversight. Our bill does this by
simply asking the SEC, or Securities and Exchange Commission, to set
forth the facts and the circumstances that it considers when
determining whether a business line is, in fact, a facility.
I want to make this final point, and I want to be crystal clear here.
It is vitally important that the SEC retain oversight of the important
exchange functions.
The SPEAKER pro tempore. The time of the gentleman has expired.
Ms. MAXINE WATERS of California. Mr. Speaker, I yield an additional
30 seconds to the gentleman.
Mr. DAVID SCOTT of Georgia. We ran out at 2 minutes there. But this
is very important, because when you are making changes, you want to
make clear that you are not taking away any important and critical
oversight and authority from the SEC.
So I want to make a point that we work hard to make sure that the SEC
retains oversight of important exchange functions, such as those
related to exchange market data, listing standards, member and market
regulation, colocation, and order routing services. We, the drafters of
the bill, do not take away any authority from the SEC.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentlewoman from
Missouri (Mrs. Wagner), the chair of our Oversight and Investigations
Subcommittee, also the lead sponsor of an important provision in this
package of bills, H.R. 5970, the Modernizing Disclosure for Investors
Act.
Mrs. WAGNER. Mr. Speaker, I am proud to rise today in support of the
JOBS and Investor Confidence Act of 2018, and I urge its immediate
passage.
This progrowth legislation is a continuation of the work that our
committee has done over the last year. We are tailoring regulations for
small and midsized companies while protecting investors by giving them
the broadest of investment opportunities. I am especially happy to see
my bill, the Modernizing Disclosures for Investors Act, included in
this package.
H.R. 5970 will go a long way in improving and simplifying disclosure
requirements for small and emerging growth companies that, for years,
have struggled with the size and the complexity of these quarterly
financial reporting forms.
Mr. Speaker, I congratulate the chairman and the ranking member for
their work to get this bipartisan bill to the floor. It was no small
task. Again, I urge all Members to support this bipartisan legislation.
Ms. MAXINE WATERS of California. Mr. Speaker, I yield 2 minutes to
the gentleman from Connecticut (Mr. Himes), a member of the Financial
Services Committee, the chair of the New Democrat Coalition, and the
author of one of the bills in this package that ensures companies
aren't paying excessive fees to go public.
Mr. HIMES. Mr. Speaker, I will start by thanking Chairman Jeb
Hensarling and Ranking Member Maxine Waters for their great work on
this bipartisan bill in which we stand up on both sides of the aisle
today and urge our colleagues to vote for it.
This has been a gratifying effort to watch around a terribly
important purpose, which is trying to do all we can, without damaging
the safety and soundness of our financial system, to make sure that
young companies, the lifeblood of our economy, the source of
opportunity for so many people, are given the opportunity to get
started to pick up momentum and ultimately to provide the products and
jobs that so benefit our communities.
I am standing today, in particular, to highlight an element of this
bill that I

[[Page H6309]]

am very grateful was included, which is title 31. Title 31 would call
for a study around one of the biggest expenses that young companies
that are about to go public face. That is the cost of going public, the
cost that is charged in the form of a growth spread and other costs
associated with the act of going public.
We want our companies trading on the public markets. It is a good
source of capital. It is a good opportunity, in many instances, for
investors and retail investors, in particular, to participate.

Growth spreads in this country--that is, the fee for going public--
have been remarkably constant over decades at 7 percent. That is a lot
of money. For a $200 million IPO, which is not an atypical size, that
is $14 million. That substantially exceeds the estimates that people
make about what compliance with regulation costs.
I have seen estimates for the cost of compliance between $1 million
and $3 million a year. In a $200 million IPO, $14 million is a huge
amount of money at a very sensitive moment in a company's lifecycle.
This study would simply look at it to see if there are things that we
could do to make this market more efficient, perhaps achieve better
pricing, perhaps make it easier and less costly for more companies to
access the public markets.
I stand in support of this bill, and urge its passage.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
Kentucky (Mr. Barr), the chair of our Monetary Policy and Trade
Subcommittee.
Mr. BARR. Mr. Speaker, I rise today in support of the JOBS and
Investor Confidence Act of 2018, and I thank the chairman for his
leadership.
If America wants to compete in the 21st century economy, then we need
21st century capital formation rules.

{time} 1545

Currently, many of the securities regulations governing startups and
investors arise from 1930s-era statutes. Because of this outdated legal
architecture, the number of business startups is at a 40-year low, and
the number of companies going public is the lowest it has been in 20
years. The result is fewer high-paying jobs, less retirement security,
slower capital formation, and weaker economic growth.
Fortunately, the JOBS and Investor Confidence Act modernizes our
regulation of capital markets, enabling greater access to capital for
small businesses and entrepreneurs. Coupled with historic tax cuts and
major banking reform that was enacted into law earlier this year, this
JOBS bill represents the next step in robust economic growth that will
boost wages, unleash startup enterprises, and finance the future of
American small businesses.
Mr. Speaker, I urge my colleagues to vote for the JOBS and Investor
Confidence Act of 2018.
Ms. MAXINE WATERS of California. Mr. Speaker, I yield 2 minutes to
the gentleman from Illinois (Mr. Foster), who is a member of the
Financial Services Committee and a leading Democratic cosponsor on
several of the bills in this package.
Mr. FOSTER. Mr. Speaker, I thank Ranking Member Waters for yielding.
I want to begin by recognizing the good work of the ranking member
and the chairman and their staffs in compiling this capital formation
package. I want to compliment the legislative skill shown by the
ranking member and her staff in securing minority bills in this
package, which I recognize involved a lot of give and take.
We are a long ways from where this Chamber was a little over 13
months ago when we voted in a very partisan manner on the Financial
CHOICE Act. I am proud to support this package which contains a number
of priorities which I supported in committee and on the floor.
I worked on two of these bills with my colleagues, Congressmen Hill
and Hultgren. While I know that there are many others who contributed
to this package, I want to thank in particular Katelynn Bradley, Katy
Strohmaier, and Lisa Peto of the ranking member's staff for helping
draft these amendments that led to unanimous support for these two
bills in committee.
First, the Options Markets Stability Act would direct the banking
regulators to write rules to provide far more accurate circulations of
counterparty credit risk for options and derivatives. Under the current
exposure method used today, banks that centrally clear trades today on
behalf of their clients must hold capital against the total notional
value of any positions without regard for the way hedges offset risk.
This bill directs the regulators to implement a framework that
incentivizes central clearing of options and derivatives, which is a
major part of our response in the Dodd-Frank bill that has provided
financial stability for the last 8 years.
The second bill is the Cooperate With Law Enforcement Agencies and
Watch Act. This bill creates a safe harbor for financial institutions
and money service businesses from the Bank Secrecy Act so long as they
have a letter from law enforcement asking for a specific account to be
kept open. Law enforcement agencies often send these letters so that
they can follow the money and obtain crucial evidence in
investigations. This bill will encourage bank cooperation with these
letters which are otherwise optional because it eliminates a situation
of technical noncompliance.
Other provisions in this package will improve transparency in markets
which drives investor demand from around the world.
The SPEAKER pro tempore. The time of the gentleman has expired.
Ms. MAXINE WATERS of California. Mr. Speaker, I yield the gentleman
from Illinois an additional 20 seconds.
Mr. FOSTER. Other provisions in this bill will simply make our
capital markets work better.
I applaud the bipartisanship of the ranking member and the chairman,
and I look forward to further improvements in the regulatory landscape
as our markets evolve.
Mr. Speaker, I urge all of my colleagues to support this bill.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
Illinois (Mr. Hultgren), who is the vice-chairman of our Capital
Markets, Securities, and Investment Subcommittee.
Mr. Hultgren is the lead sponsor of two provisions of the bill, H.R.
5749, the Options Market Stability Act, and H.R. 6319, the Expanding
Investment in Small Businesses Act.
Mr. HULTGREN. Mr. Speaker, I first want to thank Chairman Hensarling
and Ranking Member Waters for their hard work in crafting this
bipartisan package of bills.
If enacted, this much-needed legislation will deliver American small
businesses and entrepreneurs improved access to capital, which we all
know is the foundation for driving job creation and economic growth.
I am pleased that two of my bills, which are very important to a
number of stakeholders in Illinois, were included in this package. The
Options Markets Stability Act will help maintain options for investors
and support their ability to manage risk in volatile markets.
The Expanding Investment in Small Businesses Act requires the SEC to
study and provide a recommendation to Congress regarding the current
limit on percentage of voting shares a diversified company may hold in
a single issuer, which is currently discouraging funds from investing
in small businesses.
Mr. Speaker, I urge my colleagues to support this job-creating
legislation.
The SPEAKER pro tempore. The gentleman from Texas has 10\1/2\ minutes
remaining. The gentlewoman from California has 7\1/4\ minutes
remaining.
Ms. MAXINE WATERS of California. Will the Speaker please check the
minutes again? We have calculated differently, and we think I have 9
minutes.

The SPEAKER pro tempore. The Chair has reviewed the time, and the
Chair states that the Chair's announcement is correct.
Ms. MAXINE WATERS of California. I am sorry. What is the Chair saying
about the time that I have remaining?
The SPEAKER pro tempore. The gentlewoman has 7\1/4\ minutes
remaining.
Ms. MAXINE WATER of California. Mr. Speaker, I yield 2 minutes to the
gentlewoman from Arizona (Ms. Sinema), who is a member of the Financial
Services Committee and the leading author of a bill in this package.

[[Page H6310]]

Ms. SINEMA. Mr. Speaker, I rise today in support of the JOBS and
Investor Confidence Act of 2018. This is a true bipartisan compromise,
and I thank Chairman Hensarling and Ranking Member Waters for their
leadership and willingness to work across the aisle.
Mr. Speaker, every day I hear from Arizonans who are sick and tired
of the dysfunction in Washington. Arizonans want Congress focused on
job creation and national security, which is why this package includes
three bills I helped introduce that create good-paying jobs and fight
drug cartels that threaten the safety of our border communities.
First, I introduced the Fostering Innovation Act to deliver
regulatory relief to cutting-edge biotech companies like HTG Molecular
Diagnostics in Tucson that are hiring Arizonans into good-paying jobs.
Our bill cuts red tape to ensure HTG and other innovative biotech
companies can expand their high-wage workforces and develop lifesaving
medical breakthroughs.
I am also a cosponsor of the HALOS Act to help turn good Arizona
ideas into successful Arizona startups. ASU's SkySong Innovation Center
is a startup incubator that helps these ideas and visions turn into
companies and careers, and the HALOS Act cuts red tape to help Arizona
startups access the capital they need to thrive. That means more good-
paying jobs all over our State.
To protect Arizonans from violent drug cartels, I am an original
cosponsor of the National Strategy to Combat the Financing of
Transnational Criminal Organizations Act. This bill requires the
administration to take a tough but smart step to combat drug and human
trafficking, cybercrime, money laundering, and other issues that these
criminals bring to our communities.
Mr. Speaker, I will continue to work with anyone willing to get
things done and deliver for Arizona.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
Wisconsin (Mr. Duffy), who is the chairman of our Housing and Insurance
Subcommittee. Mr. Duffy is the sponsor of a provision of this bill,
H.R. 4537, the International Insurance Standards Act.
Mr. DUFFY. Mr. Speaker, I want to thank the chairman for his great
bipartisan work on this package in S. 488, as well as the ranking
member, Ms. Waters, for her bipartisanship.
This is a package that takes the finer work, not just over the last 2
years, but work over the last 4 to 6 years of Chairman Hensarling's
leadership, puts them together where we have had Democrat, Republican,
House, and Senate agreement on into a package that can hopefully make
our markets and our economy work better.
I want to thank the chairman and the ranking member for including in
this package our international insurance standards bill. This is a bill
that was on the floor last week. It passed with a unanimous vote, which
was fantastic. What we are trying to do is basically make sure that we
maintain in international agreements our State-based model of
insurance, that that doesn't get undermined. If we are going to
undermine State-based insurance, it should come through this
institution and not through an international agreement.
Ms. MAXINE WATERS of California. Mr. Speaker, I yield 2 minutes to
the gentlewoman from Ohio (Mrs. Beatty), who is a member of the
Financial Services Committee who helped ensure that this bill cracks
down on the use of digital currency in human trafficking.
Mrs. BEATTY. Mr. Speaker, I rise today in strong support of this
bipartisan package brought to the floor today under the leadership of
Chairman Hensarling and Ranking Member Waters.
It is not every day the American people get to see bipartisanship in
action, so it is important for Members today to highlight it when it
does occur because it really should be the rule of the people's House,
not the exception.
Technology and finance evolves by the hour in today's world, and this
bipartisan package will update our laws to better adapt to that reality
while also encouraging the American entrepreneur to innovate and solve
the problems of tomorrow.
As a businesswoman, I understand that this package will help create
the businesses of tomorrow and at the same time enhance transparency in
today's public markets while simultaneously combating the scourge of
human trafficking.
I am proud to have worked with my colleague from the other side of
the aisle, Mr. Royce, to include language in this bill that requires
the administration to more closely examine and create solutions for
Congress to consider how human traffickers use emerging technologies
and virtual currencies to launder money through the global banking
system in hope of slowing the fastest growing crime in the world.
My home State of Ohio ranks fourth in the country for human
trafficking cases according to our State Attorney General's office.
Mr. Speaker, I thank our ranking member again for allowing me the
opportunity to push my bill. Working together is the only way we can
end this inhumane practice.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
North Carolina (Mr. Pittenger), who is the vice-chairman of the
Financial Services Subcommittee on Terrorism and Illicit Finance.
Mr. PITTENGER. Mr. Speaker, I rise today in strong support of the
House amendment to the JOBS and Investor Confidence Act. This bill that
was cosponsored with my good friend, Keith Ellison from Minnesota, is
part of 32 combined bills.

Our bill, the Credit Accuracy and Inclusion Act, will allow 100
million Americans to gain better access to credit. That is what this
bill is all about. Just think about it: an individual now can take
their rent payment, their car payment, and their utility payment and
use that to apply toward increasing their better credit application to
the credit reporting agencies.
Mr. Speaker, I commend this bill. This is important for our economy,
and it is important for the American people to be able to go out in the
market and acquire what they need to acquire in homes and cars to build
their own wealth.
So I thank the leadership, I thank Mr. Hensarling, and I thank Ms.
Waters for her leadership in this bill, and I commend them for this
bipartisan effort.
Ms. MAXINE WATERS of California. Mr. Speaker, I yield 2 minutes to
the gentleman from New Jersey (Mr. Gottheimer), who is a member of the
Financial Services Committee and author of one of the bills in this
package.
Mr. GOTTHEIMER. Mr. Speaker, I rise in support of the JOBS and
Investor Confidence Act. This important bipartisan package includes my
Senior Security Act which seeks to protect seniors from financial
scammers and help them save for retirement.
I am committed to helping seniors keep their hard-earned money for
retirement so they can afford to stay in New Jersey and enjoy their
lives and times with their kids and grandkids. We need to protect
Social Security and Medicare, cut taxes, and cut costs for our seniors.
We need to do so by working with both sides of the aisle, with
Democrats and Republicans.
For decades, the Greatest Generation has supported their families and
communities, making America the greatest country in the world. Now we
need to commit to fighting for them by stopping financial predators
from scamming seniors out of their savings.
Older Americans are criminally defrauded of $13 billion annually, in
most cases by friends, family members, or caregivers. With more than
10,000 Americans turning 65 every day through 2030, we can't afford
this any longer.
The Senior Security Act will identify problems that seniors face
while saving, making recommendations to Congress to help seniors save
their hard-earned money.
Mr. Speaker, I want to thank Chairman Hensarling and Ranking Member
Waters for their bipartisan work on this package of Financial Services
bills. I also want to thank Congressman Hollingsworth and Congresswoman
Sinema for helping co-lead the Senior Security Act, working hard to
strike a bipartisan compromise. Together we work to protect seniors
from malicious scammers and ensure our seniors have the savings they
need and deserve in their golden years.

[[Page H6311]]

Mr. Speaker, I urge passage of the JOBS and Investor Confidence Act.

{time} 1600

Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
Pennsylvania (Mr. Rothfus), the vice chairman of our Financial
Institutions Subcommittee, who is also the lead Republican sponsor of
one of the bills in the package, H.R. 6069, the Fight Illicit Networks
and Detect Trafficking Act.
Mr. ROTHFUS. Mr. Speaker, I want to thank Chairman Hensarling and
Ranking Member Waters, as well as members of the Financial Services
Committee from both parties, for this important bipartisan piece of
legislation.
Small and emerging businesses drive our economy, create jobs for
American workers, and are at the forefront of technological change. We
need to create the conditions where these ventures can access the
capital they need to grow.
This legislation builds upon the successes of the JOBS Act and JOBS
2.0. The JOBS and Investor Confidence Act includes reforms that will
make it easier for the next Microsoft or Amazon or the developer of the
next lifesaving treatment to get off the ground. When coupled with the
progrowth provisions of a revamped Tax Code, especially the Opportunity
Zones program, this will bring capital to marginalized areas and create
opportunity for all.
This package includes an important and, again, bipartisan bill that
Congressman Vargas and I introduced. The FIND Trafficking Act directs
the Comptroller of the Currency to study how virtual currencies and
online marketplaces can be misused by bad actors to trade in illicit
goods or facilitate human trafficking. I thank the chairman for
including this bill in the package.
Mr. Speaker, I urge all of my colleagues to support the passage of
the JOBS and Investor Confidence Act.
Ms. MAXINE WATERS of California. Mr. Speaker, I reserve the balance
of my time.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
California (Mr. Sherman), a senior Democrat on the committee and the
lead sponsor of the bill.
Mr. SHERMAN. Mr. Speaker, I thank the gentleman for yielding.
Mr. Speaker, I want to applaud the chair and the ranking member for a
tour de force of bipartisanship: 32 bipartisan bills with near
unanimous support in our committee, all put together in one outstanding
package.
I want to thank them both for including in this the BUILD Act,
introduced by Mr. Loudermilk and me. This bill will help Habitat for
Humanity and similar organizations. It says that when they provide a
zero percent loan, they can use the old disclosure forms or the new
disclosure forms, whichever is easiest for them and whichever they have
the software to produce.
This bill is supported by Habitat for Humanity International and the
National Housing Conference. It passed our committee with a unanimous
53-0 recorded vote.
I want to thank both the chairman and the ranking member for
including this legislation in an excellent package, and I urge a
``yes'' vote.
Ms. MAXINE WATERS of California. Mr. Speaker, I reserve the balance
of my time.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
Texas (Mr. Williams), the vice chairman of the Financial Services
Subcommittee on Monetary Policy and Trade.
Mr. WILLIAMS. Mr. Speaker, I rise today in strong support of the JOBS
and Investor Confidence Act of 2018, which is comprised of 32 pieces of
legislation that have passed the committee or the House this Congress
with wide bipartisan support.
As a small business owner, I know how suffocating Big Government can
be for the little guy. The fact is small businesses makes up 90 percent
of American companies and employ almost half of our workforce. We need
to fight for them.
In order for the United States to compete with the global market, we
must continue to sustain long-term economic growth, and that starts
with the passage of the JOBS and Investors Confidence Act of 2018.
I am proud to join my colleagues on both sides of the aisle in
support of this bipartisan legislation, and I am looking forward to the
Senate passing this package quickly. Quite simply, business is good.
In God we trust.
Ms. MAXINE WATERS of California. Mr. Speaker, I continue to reserve
the balance of my time.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
Arkansas (Mr. Hill), the majority whip of the committee and also the
lead sponsor of H.R. 5783, the Cooperate with Law Enforcement Agencies
and Watch Act, and who worked, also, extensively on H.R. 1585, the Fair
Investment Opportunities for Professional Experts Act.
Mr. HILL. Mr. Speaker, a hardy congratulations to Chairman Hensarling
and the ranking member for this exceptional package, the JOBS and
Investor Confidence Act. I support it, and I urge my colleagues to
support it as well.
This important bill includes H.R. 1585, a bill that I worked on with
my friends from Arizona, Ms. Sinema and Mr. Schweikert, and a bill also
supported and helped by Mrs. Maloney of New York. I would like to
highlight title IV.
This bill expands the accredited investor definition by recognizing
the ability to participate in a private offering should not be based
solely on an asset or an income test, but that individuals who have
the sophistication should also be able to participate.

I have spent much of my career helping small companies obtain
funding, helping them do private placements under regulation D. This
has been a long time in coming. It is a matter of basic fairness, which
will provide greater investment opportunities for more Americans and
help our businesses grow and invest their capital faster.
I encourage all my colleagues to support this good measure.
Ms. MAXINE WATERS of California. Mr. Speaker, I continue to reserve
the balance of my time.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
Minnesota (Mr. Emmer), who is the lead sponsor of a very important
provision in the package, H.R. 5877, the Main Street Growth Act.
Mr. EMMER. Mr. Speaker, I rise today in support of the JOBS and
Investor Confidence Act of 2018.
Terms like ``capital formation,'' ``liquidity,'' and ``qualified
investor'' may sound like Washington jargon. In reality, they represent
a few of the many important building blocks that drive our markets and
create jobs and opportunity around our country.
On the heels of the largest regulatory relief effort in nearly a
decade, the JOBS Act 3.0 will breathe new light into the
entrepreneurial spirit that makes our country so special.
This package of nonpartisan reforms includes several policy changes
to help small businesses and startups access the most liquid and
vibrant markets in the world, including the text of our Main Street
Growth Act, which the House unanimously adopted last week.
I appreciate the efforts of the chairman and the ranking member to
bring this significant legislation to the floor, and I encourage all of
my colleagues to support the continued growth of our economy and to
vote ``yes'' on the JOBS Act 3.0.
Ms. MAXINE WATERS of California. Mr. Speaker, I continue to reserve
the balance of my time.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
Georgia (Mr. Loudermilk), who is the lead sponsor of two provisions in
the package: H.R. 3555, the Exchange Regulatory Improvement Act, and
H.R. 5953, the earlier referenced BUILD Act.
Mr. LOUDERMILK. Mr. Speaker, let me thank Chairman Hensarling for not
only working on this bill, but working to include these two important
provisions as part of this 32-bill strong, bipartisan package we are
bringing forward today. This is going to go a long way for small
business as well as consumers in this Nation.
I also want to thank Mr. Meeks and Mr. Scott for working with me on
the Exchange Regulatory Improvement Act, which passed the Financial
Services Committee unanimously, and also Mr. Sherman for working with
me on the BUILD Act, which also passed the committee unanimously.
I appreciate the bipartisan work we have seen come together on this
bill,

[[Page H6312]]

and I want to echo my strong support with all of my colleagues in
support of this bill.
Ms. MAXINE WATERS of California. Mr. Speaker, I continue to reserve
the balance of my time.
Mr. HENSARLING. Mr. Speaker, I yield 1 minute to the gentleman from
North Carolina (Mr. Budd), the lead sponsor of one of the provisions in
the bill, H.R. 3903, the Encouraging Public Offerings Act.
Mr. BUDD. Mr. Speaker, I thank the gentleman for yielding.
Mr. Speaker, I rise today in strong support of this bipartisan JOBS
and Investor Confidence Act, and I appreciate Chairman Hensarling for
his leadership on this capital formation package.
I want to highlight my own bill included in this package, H.R. 3903,
the Encouraging Public Offerings Act, which allows issuers to submit to
the SEC for confidential review, before publicly filing, draft
registration statements for IPOs.
H.R. 3903 will reduce the risk to companies that are contemplating
going public in order to make listing on exchanges more attractive,
which, in the end, will only strengthen America's financial markets.
Mr. Speaker, the JOBS and Investor Confidence Act will make it easier
for startups and small businesses in my district to attract the
investments they need to go public, to grow, and to create more jobs. I
am proud to support it.
Ms. MAXINE WATERS of California. Mr. Speaker, I have no further
requests for time, and I yield myself the remainder of my time to
close.
I once again thank my colleagues for their outstanding bipartisan
work on this carefully crafted bipartisan legislation. S. 488, the JOBS
and Investor Confidence Act of 2018, is an example of Members on both
sides of the aisle working together to support our Nation's small
businesses and investors.
S. 488 facilitates access to capital for small businesses, increases
protections for consumers and investors, fights the scourge of drug and
human trafficking, and promotes financial stability.
S. 488 is supported by institutional investors, angel investors,
venture capitalists, biotech companies, credit unions, small
businesses, entrepreneurs, and exchanges. This bill will help
entrepreneurs, small businesses, and investors to thrive in our
economy.
Finally, I would like to thank Mr. Hensarling for his foresight in
knowing that this was possible because both sides of the aisle really
support small businesses. It was Mr. Hensarling who said: Given that we
do both support small businesses, why can't we come together around a
package where we have already shown our support on individual bills
either in committee or on the floor and put it all together?
He did that. He provided that leadership. I joined with him.
Our staffs are to be congratulated because they worked very hard on
both sides of the aisle to work out any concerns that we may have, any
differences that we may have. They did a magnificent job, and they
are responsible for helping us to understand what certainly is and was
possible.

So despite this, if I may say, there are many onlookers who never
thought this could happen. There are many pundits, those who come from
special interests, those who come from right here in the House on both
sides of the aisle, who are still questioning.
The SPEAKER pro tempore (Mr. Francis Rooney of Florida). The time of
the gentlewoman has expired.
Mr. HENSARLING. Mr. Speaker, I yield the gentlewoman from California
an additional 30 seconds.
Ms. MAXINE WATERS of California. Mr. Speaker, I had one inquiry from
one of the magazines, I believe it was, who said: Tell me what happened
in the background, what was really going on. How did this all come
together?
I want the gentleman from Texas to know I told him it is none of his
business. It really happened, and we are pleased about it. We worked
very hard on that.
Mr. Speaker, I thank Mr. Hensarling and all of the members who worked
so hard to make this happen, and I yield back the balance of my time.
Mr. HENSARLING. Mr. Speaker, may I inquire how much time I have
remaining.
The SPEAKER pro tempore. The gentleman from Texas has 1 minute
remaining.
Mr. HENSARLING. Mr. Speaker, I yield myself the balance of my time.
Indeed, Mr. Speaker, some would say the ranking member and I can't
agree even on the time of day. I was told when this debate started that
thunderstorms came over Washington, D.C., it was that monumental of an
achievement.
But in seriousness, I do want to offer my thanks and my gratitude to
the ranking member. She and her staff worked very constructively with
us on this bill and the preceding important bill, the CFIUS reform,
which we are still trying to work out our differences on with the
Senate. But, long story short, we came together.
This is going to be an important day for small business. It is an
important day for 3 percent economic growth, which is so important to
American families.
I, too, want to echo how important the work of our staffs is.
Particularly on the majority side, I wish to thank Kevin Edgar and
Fritz Vaughan and their staff for their contribution.
This is going to make a difference, ultimately, because small
businesses one day become big businesses. This will make a difference
in economic growth for all Americans.
Mr. Speaker, I urge all Members to support the JOBS and Investor
Confidence Act of 2018, and I yield back the balance of my time.

{time} 1615

The SPEAKER pro tempore. The question is on the motion offered by the
gentleman from Texas (Mr. Hensarling) that the House suspend the rules
and pass the bill, S. 488, as amended.
The question was taken.
The SPEAKER pro tempore. In the opinion of the Chair, two-thirds
being in the affirmative, the ayes have it.
Mr. HENSARLING. Mr. Speaker, on that I demand the yeas and nays.
The yeas and nays were ordered.
The SPEAKER pro tempore. Pursuant to clause 8 of rule XX, further
proceedings on this motion will be postponed.

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