The new Republican majority in Congress made its first successful strike against the Dodd-Frank Act on Wednesday: the House of Representatives passed a bill that would offer banks a semi-reprieve from certain requirements of the Volcker Rule and let smaller companies bypass requirements to file financial statements tagged in XBRL.
The Promoting Job Creation and Reducing Small Business Burdens Act is a collection of separate bills authored by various legislators to offer “technical corrections” to the Dodd-Frank Act. Several of the initiatives had bipartisan authorship and support.
Included in the legislative package:
The Disclosure Modernization and Simplification Act directs the Securities and Exchange Commission to simplify its disclosure regime for issuers and help investors more easily navigate public company disclosures. It would permit issuers to submit a summary page and enable companies to concisely disclose pertinent information to investors without exposing them to liability. The bill passed with avoice vote.
The Restoring Proven Financing for American Employers Act amends the Bank Holding Company Act to provide banks with investments in Collateralized Loan Obligations (CLOs) issued before Jan. 31, 2014, until July 21, 2019 to be in compliance with the Volcker Rule. The bill passed with a voice vote.
The Holding Company Registration Threshold Equalization Act amends the Jumpstart Our Business Startups Act, which raised the shareholder registration threshold with the SEC from 500 to 2,000 and increased the deregistration threshold from 300 to 1,200 for banks and bank holding companies. The legislation extends the same flexibility to savings and loan holding companies. The bill passed by a 417-4 vote.
The Business Risk Mitigation and Price Stabilization Act, clarifies that Congress did not intend for manufacturers, ranchers, and small companies that buy and sell derivatives to hedge against business risk to be impacted by Dodd-Frank’s margin and capital requirements. The bill passed the House by a vote of 411-12, with 181 House Democrats, including Ranking Member Maxine Waters, voting in favor.
The Improving Access to Capital for Emerging Growth Companies Act builds on the JOBS Act’s creation of a new class of publicly traded companies known as Emerging Growth Companies, defined as having less than $1 billion in revenue or less than $700 million in market capitalization. EGCs would be exempt from various SOX and Dodd-Frank Act compliance mandates for five years, or until they lose their EGC status. The bill further reduces SEC registration and disclosure requirements with the goal of helping EGCs access the capital markets more efficiently, and streamlines the Initial Public Offering process.
The Small Company Disclosure Simplification Act provides a voluntary exemption for EGCs and other issuers with annual gross revenues under $250 million from the SEC’s requirements to file their financial statements in an interactive data format knows as eXtensible Business Reporting Language (XBRL). The bill also requires the SEC to conduct a cost-benefit analysis on the XBRL requirement and report to Congress within one year after enactment.
The Encouraging Employee Ownership Act of 2014 modernizes SEC Rule 701, which was last updated in 1996. Updating this rule gives private companies more flexibility to reward employees with a company’s securities and thereby retain employees without having to use other methods to compensate them, such as borrowing money or selling securities. The bill was approved 36-23 by the Committee.
Legislation to clarify Dodd-Frank’s treatment of affiliates of non-financial firms that use a central treasury unit (CTU) as a risk-reducing, best practice to centralize the hedging needs of affiliates. Without a legislative exemption, non-financial companies may either have to eliminate the CTU function, be subjected to increased regulatory costs, or retain more risk on their balance sheets. The bill would enable non-financial companies with affiliates to continue employing best practices to manage internal and external trading in order to mitigate risk within a commercial entity. The bill passed the House by voice vote.
Legislation to streamline and simplify regulations so that small business owners can more easily sell their businesses when they retire. The bill passed the House 422-0.
The Swap Data Repository and Clearinghouse Indemnification Act removes an indemnification requirement imposed on foreign regulators by the Dodd-Frank Act as a condition of obtaining access to data repositories. The Dodd-Frank Act requires swap data repositories and security-based swap data repositories to make data available to non-U.S. financial regulators, including foreign financial supervisors, foreign central banks, and foreign ministries. Before a U.S. data repository can share data with a foreign regulator, however, the foreign regulator must agree that it will abide by applicable confidentiality requirements and that it will indemnify the data repository and the SEC or the Commodity Futures Trading Commission for litigation expenses that may result from the sharing of data with the foreign regulator. The bill passed with a 420-2 vote.
The Small Business Investment Companies Advisers Relief Act seeks to reduce unnecessary regulatory costs and eliminate duplicative regulation of advisers to SBICs. The bill passed the House by voice vote.
The legislation, which now moves on to a Senate vote, is likely to incur a veto by President Barack Obama.