Overview

Title

To make improvements to the securities laws, and for other purposes.

ELI5 AI

The SEC Reform and Restructuring Act is a plan to make the SEC, which helps keep companies honest and safe in money matters, work better and be clearer. It wants to make sure new rules aren't too much trouble and are fair, and it also wants to check how the SEC handles technology and company checks.

Summary AI

The SEC Reform and Restructuring Act aims to improve how the Securities and Exchange Commission (SEC) makes and reviews regulations. It requires the SEC to assess the costs and benefits of its rules and consider their cumulative effects. Additionally, the bill proposes changes to enhance transparency, including regular testimony to Congress and audits of the SEC’s information technology infrastructure. It also transfers responsibilities from the Public Company Accounting Oversight Board to a new office within the SEC to streamline oversight of auditing companies.

Published

2024-05-10
Congress: 118
Session: 2
Chamber: HOUSE
Status: Introduced in House
Date: 2024-05-10
Package ID: BILLS-118hr8339ih

Bill Statistics

Size

Sections:
21
Words:
6,239
Pages:
31
Sentences:
121

Language

Nouns: 1,683
Verbs: 439
Adjectives: 266
Adverbs: 58
Numbers: 307
Entities: 379

Complexity

Average Token Length:
4.03
Average Sentence Length:
51.56
Token Entropy:
5.19
Readability (ARI):
26.54

AnalysisAI

General Summary of the Bill

The proposed legislation, titled the "SEC Reform and Restructuring Act," aims to enhance securities laws within the United States by introducing a variety of measures focusing on accountability, transparency, cybersecurity, and oversight restructuring. The key components of the bill involve revising how the Securities and Exchange Commission (SEC) develops and evaluates regulations, mandating regular oversight reviews, and transferring certain responsibilities to the SEC from the Public Company Accounting Oversight Board.

Core Elements: - Regulatory Accountability: The bill requires that costs and benefits of SEC regulations are considered carefully before implementation, with the involvement of the Chief Economist. - Transparency: It mandates semiannual testimony to Congress by the SEC on its activities. - Cybersecurity: A GAO audit will evaluate the SEC's information technology systems and data handling capabilities. - Accounting Oversight: The bill proposes changing the Public Company Accounting Oversight Board to the Office of Public Accounting Oversight within the SEC. - Periodic Reviews: It requires periodic review and assessment of final rules to ensure they remain relevant and effective.

Summary of Significant Issues

A number of significant issues arise within the bill, despite its detailed approach to restructuring and regulatory improvement:

  1. Complexity and Implementation: The new requirements for assessing the SEC's regulations could complicate and delay the implementation of timely regulations due to their complexity.

  2. Cybersecurity Definitions: The bill lacks clear criteria for what constitutes "sufficient" data and cybersecurity measures in the mandated GAO audit, potentially leaving room for subjective interpretation.

  3. Restructuring Concerns: The transfer of the Public Company Accounting Oversight Board’s duties to a newly formed Office within the SEC lacks a clear, compelling rationale, which might raise concerns about potential disruptions and transparency issues.

  4. Lack of Clear Definitions: Terms like "Office" are introduced without sufficient explanation of roles or implications, possibly leading to confusion within the regulatory framework.

  5. Discretion in Budget Management: Changing the language from "shall" to "may" in relation to budget and fees could lead to inconsistent management decisions or a lack of accountability.

  6. Subjective Criteria for Urgent Measures: The term "imminent investor harm" is subjective, potentially leading to inconsistencies in applying minimum public comment periods for new SEC rule proposals.

Potential Impact on the Public

Broadly, the proposed legislation has significant potential implications for the public. By enhancing the transparency and accountability of the SEC, it aims to foster greater trust and confidence in financial regulations. This can be particularly beneficial for individual investors seeking assurance in market stability and protection.

However, the complexities involved in implementing the procedural changes could slow regulatory action, which might hinder the SEC's ability to quickly adapt to dynamic market environments. This delay could impact the public negatively, especially in times of economic fluctuation or crisis.

Impact on Specific Stakeholders

For Investors: - Positive: The emphasis on investor protection and the thorough review of regulations might lead to a more secure investment environment. - Negative: Regulatory delays could occur, potentially affecting the timeliness of protective measures.

For the SEC and Regulatory Bodies: - Positive: Streamlining oversight mechanisms could ultimately lead to more efficient regulatory practices. - Negative: The overhaul of duties and introduction of new processes may initially cause adaptation challenges, leading to potential disruptions.

For Public Companies and Accounting Firms: - Positive: Consolidating oversight under the SEC might provide clearer guidelines and standards. - Negative: The restructuring could create temporary confusion and require significant adjustments, impacting compliance strategies.

In conclusion, while the proposed legislation attempts to make comprehensive improvements to securities laws in the U.S., careful consideration and potential amendments may be required to address the substantial challenges and ambiguities it presents. Appropriate measures should be taken to ensure that the benefits of the bill are maximized for all stakeholders involved.

Issues

  • The complexity of the requirements and assessments stipulated in Section 101 could result in a burdensome process for the Securities and Exchange Commission (SEC), potentially delaying timely regulation implementation. This concern has significant legal and financial implications, as it may hinder the SEC's ability to effectively manage and adapt regulations to evolving market conditions.

  • The provision in Section 301 regarding the GAO audit of information technology (IT) infrastructure and handling of data lacks clear definitions for what constitutes 'sufficient' data and cybersecurity systems. This issue is crucial for national cybersecurity and the trustworthiness of the SEC's data handling processes.

  • In Section 501, the proposed transfer and renaming of the 'Public Company Accounting Oversight Board' to the 'Office of Public Accounting Oversight' lacks a clear rationale, raising concerns about transparency and potential disruption in regulatory oversight.

  • The definition and implications of 'Office' as introduced in Sections 502 and 507 are unclear, which could lead to confusion about the roles and responsibilities of the newly named entity in the framework of the Sarbanes-Oxley Act. This restructuring could also have financial and regulatory impacts.

  • Section 601's lack of defined criteria for determining the 'most significant' major rules for GAO study may lead to subjective interpretations, potentially diminishing the effectiveness of oversight and improvements to major rules, which is of notable concern for stakeholders depending on regulatory consistency.

  • The language changes in Section 506 that replace 'shall' with 'may' introduces a discretionary element that could lead to inconsistent decision-making or lack of accountability in the management of the budget and accounting support fees for the Office of Public Accounting Oversight.

  • Section 701's provision regarding 'imminent investor harm' is subjective and could lead to inconsistencies in the application of the minimum public comment period. This has potential legal and ethical implications, as it affects stakeholder engagement and transparency in regulatory processes.

Sections

Sections are presented as they are annotated in the original legislative text. Any missing headers, numbers, or non-consecutive order is due to the original text.

1. Short title; table of contents Read Opens in new tab

Summary AI

The SEC Reform and Restructuring Act outlines the structure and intentions of the legislation through a table of contents that includes key topics like regulatory accountability, transparency, cybersecurity, and the streamlining of accounting oversight. It also details mandatory reviews of government regulations, describes the transfer of oversight to the SEC, and establishes provisions for public comment periods and studies on major rules.

101. Consideration by the Securities and Exchange Commission of the costs and benefits of regulations and certain other agency actions of the Commission Read Opens in new tab

Summary AI

The section amends the Securities Exchange Act of 1934 to require the Securities and Exchange Commission (SEC) to carefully consider the costs and benefits before proposing or finalizing any regulations. It outlines steps the SEC must take, such as identifying who will be affected, consulting with its Chief Economist, exploring alternative actions, ensuring accessibility and clarity, and assessing both intended and unintended impacts over time.

102. Sense of Congress relating to other regulatory entities Read Opens in new tab

Summary AI

The section suggests that Congress believes the Public Company Accounting Oversight Board should adhere to the rules outlined in section 23(e) of the Securities Exchange Act of 1934.

103. Accountability provision relating to other regulatory entities Read Opens in new tab

Summary AI

The section states that any rule made by the Municipal Securities Rulemaking Board or a national securities association will not become effective unless the Securities and Exchange Commission verifies that the rule adheres to certain regulatory requirements.

201. Semiannual testimony to Congress regarding activities of the Securities and Exchange Commission Read Opens in new tab

Summary AI

The Securities Exchange Act of 1934 has been updated to require the Chairman of the Securities and Exchange Commission to testify before Congress at least twice a year about the Commission's activities. Additionally, all Commissioners must join the Chairman for these testimonies at least once a year.

301. GAO audit of information technology infrastructure and handling of data Read Opens in new tab

Summary AI

The section requires the Comptroller General of the United States to conduct an independent audit of the Securities and Exchange Commission's information technology infrastructure and how it handles data. This audit will compare IT spending by the Commission to other federal financial regulators, assess the quality of IT contracting, evaluate data and cybersecurity systems, and review any recent security incidents. A report will be submitted detailing the findings and making recommendations for improvements.

401. Periodic review of final rules required Read Opens in new tab

Summary AI

The section requires the Securities and Exchange Commission to review each final rule it issues every 5 years to see if updates or changes are needed to help with capital formation, ensure fair markets, and protect investors. Additionally, the Commission must report to Congress about the review process and its outcomes.

402. Consideration of cumulative effect of regulations required Read Opens in new tab

Summary AI

The section requires amendments to several financial regulations, including the Securities Act and the Investment Advisers Act, to ensure they consider the impact of new rules both on their own and together with other existing or proposed rules.

501. Transfer of Public Company Accounting Oversight Board to Securities and Exchange Commission Read Opens in new tab

Summary AI

The section outlines changes to the Sarbanes-Oxley Act of 2002, replacing references to the "Public Company Accounting Oversight Board" with the "Office of Public Accounting Oversight" and terminates the former board two years after the enactment of this Act. Additionally, it repeals certain sections of the Sarbanes-Oxley Act and specifies that any references to the old board in U.S. legal documents will thereafter refer to the new office under the Securities and Exchange Commission.

502. Establishment; administrative provisions Read Opens in new tab

Summary AI

The proposed changes to the Sarbanes-Oxley Act of 2002 aim to establish an Office of Public Accounting Oversight within the Office of the Chief Accountant. This new office will be responsible for overseeing audits of companies under securities laws to ensure accurate and independent audit reports, and it will take on roles like inspecting accounting firms and handling investigations previously managed by the Public Company Accounting Oversight Board.

503. Registration with the Office Read Opens in new tab

Summary AI

The section outlines changes to the Sarbanes-Oxley Act, including replacing references to "the Board" with "the Office" in the section heading and modifying specific parts of the law that previously mentioned "the Board" or certain sections for clarity and consistency.

504. Auditing, quality control, standards, and rules Read Opens in new tab

Summary AI

The amendments to Section 103 of the Sarbanes-Oxley Act of 2002 focus on auditing and quality control by making changes such as updating the section heading, removing certain specific terms, and renaming the "Board" to "Office" in one of the paragraphs. Additionally, a reference within the section is updated from “101(h)” to “101(g)”.

505. Foreign public accounting firms Read Opens in new tab

Summary AI

The section outlines amendments to the Sarbanes-Oxley Act concerning foreign public accounting firms. It changes references from "Board" to "Office" in the law and removes certain permissions previously given to the Board.

506. Funding Read Opens in new tab

Summary AI

This section outlines amendments to the funding procedures of the Sarbanes-Oxley Act, specifying how annual budgets for both the standard setting body and the Office will be established and funded, introducing flexibility by replacing certain mandatory terms with optional ones, and removing some outdated provisions.

507. Definitions Read Opens in new tab

Summary AI

The text amends the Sarbanes-Oxley Act of 2002 by changing the numbers of certain paragraphs and adding a new definition for "Office," which refers to the Office of Public Accounting Oversight within the Commission's Office of the Chief Accountant.

508. Technical and conforming amendments Read Opens in new tab

Summary AI

The section introduces changes to the Sarbanes-Oxley Act of 2002 by removing certain phrases and altering references to which authorities are responsible for making rules, shifting some duties from the Board to the Commission. Additionally, it updates the Consumer Credit Protection Act and modifies clerical elements in the table of contents.

509. Rule of construction with respect to cooperative arrangements Read Opens in new tab

Summary AI

This section states that the law, or any changes it makes, won't interfere with ongoing cooperative agreements between the Public Company Accounting Oversight Board and foreign auditor oversight authorities, as defined in a previous law, as long as they were effective two years after this law was enacted.

510. Regulations Read Opens in new tab

Summary AI

The Securities and Exchange Commission (SEC) has the authority to create rules needed to implement the provisions of this section.

511. Effective date Read Opens in new tab

Summary AI

The changes introduced by this part of the bill will come into effect two years after the bill becomes law.

601. GAO study regarding major rules Read Opens in new tab

Summary AI

The section adds a requirement for the Comptroller General of the United States to conduct a study every three years on major rules issued by the Securities Exchange Commission, including their costs and benefits, and their effectiveness in achieving certain goals like facilitating capital formation and protecting investors. If there are more than ten major rules to review, only the ten most significant will be studied, and a report on the findings must be submitted to Congress.

701. Minimum public comment period Read Opens in new tab

Summary AI

The section of the act requires the Securities and Exchange Commission (SEC) to have a minimum public comment period for new rule proposals. Normally, this period must be at least 60 days, but it can be 30 days if the rule is addressing an urgent investor threat. Federal holidays are not counted in these periods, and the timing starts on the day the proposal is published in the Federal Register.