S 488 — Encouraging Employee Ownership Act

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 CFR 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-- (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 one 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 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 CFR 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 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 CFR 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' means the total gross revenues of an issuer over its most recently completed fiscal years divided by 3.

``(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 ``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 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.

This Acttitle may be cited as the ``Encouraging``International EmployeeInsurance OwnershipStandards Act''.Act of 2018''.

2.1402.

INCREASEDCONGRESSIONAL THRESHOLDFINDINGS. FOR DISCLOSURES RELATING TO COMPENSATORY BENEFIT PLANS.

NotThe laterCongress thanfinds 60 days after the datefollowing: of the enactment of this Act, the Securities and Exchange Commission shall revise section 230.701(e) of title 17, Code of Federal Regulations, so as to increase from $5,000,000 to $10,000,000 the aggregate sales price or amount of securities sold during any consecutive 12-month period in excess of which the issuer is required under such section to deliver an additional disclosure to investors.

(1) The CommissionState-based shallsystem index for inflationinsurance suchregulation aggregatein salesthe priceUnited orStates amounthas everyserved 5American yearsconsumers towell reflectfor themore changethan inyears theand Consumerhas Pricefostered Indexan foropen Alland Urbancompetitive Consumersmarketplace publishedwith bya thediversity Bureau of Laborinsurance Statistics,products rounding to the nearestbenefit $1,000,000.of policyholders and consumers.

Passed(2) Protecting policyholders by regulating to ensure an insurer's ability to pay claims has been the Senatehallmark Septemberof 11,the 2017.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: