Protecting Private Job Creators Act

Protecting Private Job Creators Act

This bill provides statutory authority for an exemption from specified disclosure requirements applicable to fixed-income securities (e.g., corporate bonds or a certificate of deposit).

Under current securities regulations, brokers and dealers are generally prohibited from publishing securities quotations (i.e., the sale price) in over-the-counter (i.e., not on a national exchange) markets unless they have certain information about the securities issuer in their records. In October 2023, the Securities and Exchange Commission issued an order granting an exemption to this rule to fixed-income securities that comply with specified safe-harbor rules. The bill provides statutory authority for this exemption.

[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 3676 Introduced in Senate (IS)]

<DOC>






118th CONGRESS
  2d Session
                                S. 3676

To except quotations of fixed-income securities from certain regulatory 
                 requirements, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            January 25, 2024

  Mr. Hagerty introduced the following bill; which was read twice and 
    referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
To except quotations of fixed-income securities from certain regulatory 
                 requirements, and for other purposes.

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

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Protecting Private Job Creators 
Act''.

SEC. 2. FINDINGS.

    Congress finds the following:
            (1) On September 16, 2020, the Securities and Exchange 
        Commission (referred to in this section as the ``Commission'') 
        adopted a final rule amending section 240.15c2-11 of title 17, 
        Code of Federal Regulations (referred to in this section as 
        ``Rule 15c2-11''). Those amendments addressed disclosures in 
        the marketplaces commonly referred to as ``over-the-counter 
        markets'' (referred to in this section as ``OTC markets'') and 
        imposed requirements on brokers and dealers that publish 
        quotations in OTC markets.
            (2) Rule 15c2-11 was originally promulgated in 1971 and, 
        since that time, has generally been understood to apply to OTC 
        markets.
            (3) The amendments described in paragraph (1) were based on 
        the economic analysis of OTC markets.
            (4) Fixed-income markets are--
                    (A) different in structure and function than OTC 
                markets; and
                    (B) critical to the ability of thousands of 
                businesses' ability to raise capital.
            (5) Section 230.144A of title 17, Code of Federal 
        Regulations (referred to in this section as ``Rule 144A''), 
        requires that, upon request, issuers make their financial and 
        operational information available to qualified institutional 
        buyers.
            (6) Following no-action letters issued on September 24, 
        2021, and December 16, 2021, the Commission indicated that the 
        Commission would apply Rule 15c2-11 to fixed-income markets in 
        a manner that would make significant changes to long-standing 
        regulatory requirements without a rulemaking process, without 
        analysis of the costs and benefits of the action, and without 
        regard for the input of the public. According to a subsequent 
        no-action letter, which was issued on November 30, 2022, the 
        Commission will apply Rule 15c2-11 to fixed-income securities 
        sold pursuant to Rule 144A after no-action relief expires on 
        January 4, 2025.
            (7) On October 30, 2023, the Commission exempted fixed-
        income securities sold pursuant to Rule 144A from Rule 15c2-11 
        compliance, finding that doing so is ``appropriate in the 
        public interest, and consistent with the protection of 
        investors''.

SEC. 3. EXEMPTION RELATING TO QUOTATIONS OF FIXED-INCOME SECURITIES.

    (a) Definitions.--In this section:
            (1) Equity security; security.--The terms ``equity 
        security'' and ``security'' have the meanings given those terms 
        in section 3(a) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78c(a)).
            (2) Fixed-income security.--The term ``fixed-income 
        security'' means--
                    (A) any note, bond, debenture, certificate of 
                deposit for a security, certificate of deposit, or 
                asset-backed security or any other evidence of 
                indebtedness; or
                    (B) any security described in subparagraph (A)--
                            (i) that is convertible, with or without 
                        consideration, into any equity security; or
                            (ii) carrying any warrant or right to 
                        subscribe to or purchase any equity security.
    (b) Exemption.--Section 240.15c2-11 of title 17, Code of Federal 
Regulations, or any successor regulation, shall not apply with respect 
to a quotation of a fixed-income security.
                                 <all>