H.R. 9329

119 HR 9329 IH: SEC Reform and Restructuring Act
 U.S. House of Representatives
 2026-06-18
 text/xml
 EN
 Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.
 I  119th CONGRESS  2d Session  H. R. 9329  IN THE HOUSE OF REPRESENTATIVES   June 18, 2026   Mrs. Wagner  (for herself,  Mr. Downing ,  Mr. Sessions , and  Mr. Huizenga ) introduced the following bill; which was referred to the  Committee on Financial Services    A BILL
To make improvements to the securities laws, and for other purposes.
1.
Short title; table of contents
(a)
Short title
This Act may be cited as the   SEC Reform and Restructuring Act  .
(b)
Table of contents
The table of contents for this Act is as follows:
Sec. 1. Short title; table of contents.
Title I—SEC Regulatory Accountability
Sec. 101. Consideration by the Securities and Exchange Commission of the costs and benefits of regulations and certain other agency actions of the Commission.
Title II—SEC Transparency
Sec. 201. Semiannual testimony to Congress regarding activities of the Securities and Exchange Commission.
Title III—SEC Cybersecurity
Sec. 301. GAO audit of information technology infrastructure and handling of data.
Title IV—Review the Expansion of Government
Sec. 401. Consideration of cumulative effect of regulations required.
Title V—Streamlining Public Company Accounting Oversight
Sec. 501. Transfer of Public Company Accounting Oversight Board to Securities and Exchange Commission.
Sec. 502. Establishment; administrative provisions.
Sec. 503. Registration with the Office.
Sec. 504. Auditing, quality control, standards, and rules.
Sec. 505. Foreign public accounting firms.
Sec. 506. Funding.
Sec. 507. Definitions.
Sec. 508. Technical and conforming amendments.
Sec. 509. Rule of construction with respect to cooperative arrangements.
Sec. 510. Regulations.
Sec. 511. Effective date.
Title VI—Study Regarding Major Rules Issued by the Securities and Exchange Commission
Sec. 601. GAO study regarding major rules.
Title VII—Minimum public comment period
Sec. 701. Minimum public comment period.
Title VIII—Securities Enforcement Clarity
Sec. 801. Determination of the number of violations.
Title IX—SEC Modernization
Sec. 901. Commission organization.
I
SEC Regulatory Accountability
101.
Consideration by the Securities and Exchange Commission of the costs and benefits of regulations and certain other agency actions of the Commission
Section 23 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78w ) is amended by adding at the end the following:
(e)
Consideration of costs and benefits
(1)
Considerations before proposing a regulation
Before proposing a regulation, the Commission shall—
(A)
clearly identify the nature and source of the problem that the regulation is designed to address, as well as assess the significance of that problem, to enable assessment of whether any new regulation is warranted; and
(B)
ensure that the regulation would be within the Commission’s jurisdiction and that the Commission has sufficient experience and expertise to regulate the subject matter covered by the regulation.
(2)
Requirements for issuing a proposed or final regulation
(A)
In general
In issuing a proposed or final regulation, the Commission shall—
(i)
clearly identify the market participants who will be impacted by the regulation;
(ii)
utilize the Chief Economist of the Commission to assess the costs and benefits, both qualitative and quantitative, of the regulation, both on the regulation’s own and cumulatively with other existing and related proposed regulations;
(iii)
only issue the regulation if the Commission makes a reasoned determination that the benefits of the regulation justify the costs of the regulation;
(iv)
ensure that the regulation is accessible, consistent, written in plain language, and easy to understand; and
(v)
ensure that the length of the public comment period is commensurate with the complexity of the regulation and the expected public interest in the rulemaking.
(B)
Inclusion of information in a proposed or final regulation
In issuing a proposed or final regulation, the Commission shall include in the regulation—
(i)
the results of the identifications and assessments required under clauses (i) and (ii) of subparagraph (A) with respect to the regulation;
(ii)
an explanation of why the regulation meets the regulatory objectives of the Commission more effectively than other available alternatives;
(iii)
a description of how the Commission intends the regulation to interact with existing regulations and proposed regulations; and
(iv)
a justification of the length of the public comment period for the regulation.
(3)
Considerations and actions
(A)
Required actions
In deciding whether and how to regulate, the Commission shall assess the costs and benefits of available regulatory alternatives, including the alternative of not regulating, and choose the approach that maximizes benefits net of costs, to the extent quantifiable. Specifically, the Commission shall—
(i)
consistent with the requirements of section 3(f) ( 15 U.S.C. 78c(f) ), section 2(b) of the Securities Act of 1933 ( 15 U.S.C. 77b(b) ), section 202(c) of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b–2(c) ), and section 2(c) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–2(c) ), consider whether a rulemaking (both on the regulation’s own and cumulatively with other existing and proposed regulations), in addition to being in the interest of protecting investors, will promote efficiency, competition, and capital formation; and
(ii)
evaluate whether a regulation is inconsistent, incompatible, or duplicative of other Federal regulations.
(B)
Additional considerations
In addition, in making a reasoned determination under paragraph (2)(A)(iii) of the costs and benefits of a regulation, the Commission shall, to the extent that each is relevant to the particular regulation, take into consideration the impact of the regulation on—
(i)
investor choice;
(ii)
market liquidity in the securities markets;
(iii)
small businesses;
(iv)
competition in the marketplace; and
(v)
investor access.
(4)
Post-adoption impact assessment
(A)
In general
Whenever the Commission issues a final regulation that is a  major rule  (as defined under section 804 of title 5, United States Code), it shall state, in the regulation, the following:
(i)
The purposes and intended consequences of the regulation.
(ii)
Appropriate post-implementation quantitative and qualitative metrics to measure the economic impact of the regulation and to measure the extent practicable to which the regulation has accomplished the stated purposes.
(iii)
The assessment plan that will be used, consistent with the requirements of subparagraph (B).
(iv)
Any unintended or negative consequences that the Commission foresees may result from the regulation.
(B)
Requirements of assessment plan and report
(i)
Requirements of plan
For each regulation described under subparagraph (A), the Commission shall establish an assessment plan, which shall—
(I)
identify the costs, benefits, and intended and unintended consequences as identified in the rulemaking release of the regulation; and
(II)
specify the data to be collected, the methods for collection and analysis of the data, and a date for completion of the assessment.
(ii)
Timing of assessment plan report
A report on each completed assessment plan described under clause (i) shall be submitted by the Chief Economist to the Commission not later than the end of the 4-year period beginning on the date the applicable regulation is issued, unless the Commission, at the request of the Chief Economist, publishes at least 90 days before the end of such period a notice in the Federal Register extending the date and providing specific reasons why an extension is necessary.
(iii)
Public comment
Not later than 30 days after the Commission receives an assessment plan report under clause (ii), the Commission shall publish the report in the Federal Register for public comment.
(5)
Regulation defined
In this subsection, the term  regulation —
(A)
means an agency statement of general applicability and future effect that is designed to implement, interpret, or prescribe law or policy or to describe the procedure or practice requirements of an agency, including rules, orders of general applicability, interpretive releases, and other statements of general applicability that the agency intends to have the force and effect of law; and
(B)
does not include—
(i)
a regulation issued in accordance with the formal rulemaking provisions of section 556 or 557 of title 5, United States Code;
(ii)
a regulation that is limited to agency organization, management, or personnel matters;
(iii)
a regulation promulgated pursuant to statutory authority that expressly prohibits compliance with this provision; and
(iv)
a regulation that is certified by the agency to be an emergency action, if such certification is published in the Federal Register.
 .
II
SEC Transparency
201.
Semiannual testimony to Congress regarding activities of the Securities and Exchange Commission
Section 4 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78d ) is amended by adding at the end the following:
(k)
Semiannual testimony to Congress
The Chairman of the Commission shall, not less than once every 6 months after the date of the enactment of this subsection, testify before the Committee on Financial Services of the House of Representatives and the Committee on Banking, Housing, and Urban Affairs of the Senate on the activities of the Commission. At least once annually, the Commissioners shall join the Chairman with respect to testifying pursuant to the preceding sentence.
 .
III
SEC Cybersecurity
301.
GAO audit of information technology infrastructure and handling of data
The Comptroller General of the United States shall, not later than 1 year after the date of the enactment of this Act—
(1)
perform an independent audit of the information technology (IT) infrastructure of the Securities and Exchange Commission and the Commission’s handling of data, including—
(A)
a comparison of the Commission’s IT spending to other Federal financial regulators, including—
(i)
the total amount spent on IT equipment and services; and
(ii)
the amount of IT spending in proportion to each regulator’s total spending;
(B)
examining the quality and effectiveness of the Commission’s IT contracting;
(C)
determining if the Commission’s data and cybersecurity systems and procedures are sufficient; and
(D)
examining any recent Commission IT or data events, such as breaches or hacks, that may have compromised the Commission’s IT infrastructure or exposed a vulnerability; and
(2)
provide to the Commission, the Committee on Financial Services of the House of Representatives, and the Committee on Banking, Housing, and Urban Affairs of the Senate a report containing—
(A)
all findings and determinations made in conducting the audit; and
(B)
recommendations for steps that can be taken to improve the Commission’s IT infrastructure.
IV
Review the Expansion of Government
401.
Consideration of cumulative effect of regulations required
(a)
Rules under the Securities Act of 1933
Section 2(b) of the Securities Act of 1933 ( 15 U.S.C. 77b(b) ) is amended by inserting  , when considered individually or cumulatively with other related rules or regulations or other related and recent proposed rules or regulations,  before  will promote .
(b)
Rules under the Securities Exchange Act of 1934
Section 23(a)(2) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78w(a)(2) ) is amended by inserting  , when considered individually or cumulatively with other related rules or regulations or other related and recent proposed rules or regulations,  after  which would .
(c)
Rules under the Investment Company Act of 1940
Section 2(c) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–2(c) ) is amended by inserting  , when considered individually or cumulatively with other related rules or regulations or other related and recent proposed rules or regulations,  before  will promote .
(d)
Rules under the Investment Advisers Act of 1940
Section 202(c) of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b–2(c) ) is amended by inserting  , when considered individually or cumulatively with other related rules or regulations or other related and recent proposed rules or regulations,  before  will promote .
V
Streamlining Public Company Accounting Oversight
501.
Transfer of Public Company Accounting Oversight Board to Securities and Exchange Commission
(a)
Global amendments
Except as otherwise provided under this title, title I of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7211 et seq. ) is amended—
(1)
in the title heading, by striking
Public Company Accounting Oversight Board   and inserting
Office of Public Accounting Oversight  ;
(2)
by striking  the Board  each place it appears and inserting  the Office ;
(3)
by striking  The Board  each place it appears and inserting  The Office ; and
(4)
by striking  the Board’s  each place it appears and inserting  the Office’s .
(b)
Repeals
Sections 104, 105, and 107 of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7214 ;  15 U.S.C. 7215 ;  15 U.S.C. 7217 ) are repealed.
(c)
References
Beginning on the date that is 2 years after the date of the enactment of this Act, any reference to the Public Company Accounting Oversight Board in any law, regulation, map, document, record, or other paper of the United States shall be deemed to be a reference to the Office of Public Accounting Oversight of the Office of the Chief Accountant of the Securities and Exchange Commission.
(d)
Termination of existing Board
The Public Company Accounting Oversight Board shall terminate on the date that is 2 years after the date of the enactment of this Act.
502.
Establishment; administrative provisions
(a)
In general
Section 101 of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7211 ) is amended—
(1)
by amending subsection (a) to read as follows:
(a)
Establishment of Office
There is established in the Office of the Chief Accountant of the Commission an Office of Public Accounting Oversight, to oversee the audit of companies that are subject to the securities laws, and related matters, in order to protect the interests of investors and further the public interest in the preparation of informative, accurate, and independent audit reports.
 ;
(2)
by amending subsection (b) to read as follows:
(b)
Director
The Chief Accountant of the Office of the Chief Accountant of the Commission shall serve as the Director of the Office of Public Accounting Oversight.
 ;
(3)
in subsection (c)—
(A)
in the heading, by striking
the Board   and inserting
the Office  ;
(B)
by striking  , subject to action by the Commission under section 107, and once a determination is made by the Commission under subsection (d) of this section ;
(C)
in paragraph (3), by striking  section 104  and inserting  subsection (e) ;
(D)
in paragraph (4), by striking  section 105  and inserting  subsection (f) ;
(E)
in paragraph (5)—
(i)
by striking  the Board (or the Commission, by rule or order)  and inserting  the Commission ; and
(ii)
by inserting  and  after the semicolon;
(F)
in paragraph (6)—
(i)
by striking  the rules of the Board  and inserting  the rules of the Commission ; and
(ii)
by striking  ; and  and inserting a period; and
(G)
by striking paragraph (7);
(4)
in subsection (d)—
(A)
by striking  The members of the Board  and inserting  The Chief Accountant of the Commission ;
(B)
by striking  270 days after the date of enactment of this Act  and inserting  1 year after the date of the enactment of the  Streamlining Public Company Accounting Oversight Act  ; and
(C)
by striking the last sentence;
(5)
by striking subsections (e), (f), and (g);
(6)
by inserting after subsection (d) the following:
(e)
Inspections of registered public accounting firms
The Office shall conduct a continuing program of inspections to assess the degree of compliance of each registered public accounting firm and associated persons of that firm with this Act, the rules of the Commission, or professional standards, in connection with its performance of audits, issuance of audit reports, and related matters involving issuers.
(f)
Investigations and disciplinary proceedings
The Commission shall establish, by rule, fair procedures for the investigation and disciplining of registered public accounting firms and associated persons of such firms.
 ; and
(7)
by striking subsection (h).
(b)
Publication of rules
The Director of the Office of Public Accounting Oversight shall, promptly after the creation of the Office, cause to be published in the Federal Register all rules that are transferred to the jurisdiction of the Office pursuant to section 2 upon the termination of the Public Company Accounting Oversight Board.
503.
Registration with the Office
Section 102 of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7212 ) is amended—
(1)
in the section heading by striking
the Board   and inserting
the Office  ;
(2)
in subsection (b)(2)(H), by striking  the Board or ; and
(3)
in subsection (c)(2), by striking  for purposes of sections 105(d) and 107(c) .
504.
Auditing, quality control, standards, and rules
Section 103 of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7213 ) is amended—
(1)
in the heading, by striking
and independence standards   and inserting
standards,  ;
(2)
in subsection (a)(3)—
(A)
in subparagraph (A)(i), by striking  , subject to the terms of section 107, ;
(B)
by striking subparagraph (B); and
(C)
by redesignating subparagraph (C) as subparagraph (B);
(3)
in subsection (c) in the heading of paragraph (2), by striking
Board   and inserting
Office  ; and
(4)
in subsection (d), by striking  101(h)  and inserting  101(g) .
505.
Foreign public accounting firms
Section 106 of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7216 ) is amended—
(1)
in the heading of subsection (a)(2), by striking
Board   and inserting
Office  ; and
(2)
in subsection (c)—
(A)
by striking  and the Board, subject to the approval of the Commission, may, ; and
(B)
by striking  (or Board) .
506.
Funding
Section 109 of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7219 ) is amended—
(1)
by amending subsection (b) to read as follows:
(b)
Annual budgets
(1)
Standard setting body
The standard setting body referred to in subsection (a) shall establish a budget for each fiscal year, which shall be reviewed and approved according to their respective internal procedures not less than 1 month prior to the commencement of the fiscal year to which the budget pertains.
(2)
The Office
The Commission shall establish the budget for the Office for each fiscal year.
 ;
(2)
in subsection (c)—
(A)
by amending paragraph (1) to read as follows:
(1)
Recoverable budget expenses
(A)
Standard setting body
The budget of the standard setting body referred to in subsection (a) for each fiscal year shall be payable from annual accounting support fees, in accordance with subsections (d) and (e). Accounting support fees and other receipts of such standard-setting body shall not be considered public monies of the United States.
(B)
The Office
The budget of the Office (reduced by any registration or annual fees received under section 102(f) for the year preceding the year for which the budget is being computed) for each fiscal year may be payable from annual accounting support fees, in accordance with subsections (d) and (e). Accounting support fees and other receipts of the Office.
 ;
(B)
in paragraph (2), by striking  shall  and inserting  may ;
(3)
in subsection (d)—
(A)
in the heading, by striking
the Board   and inserting
the Office  ;
(B)
in paragraph (1), by striking  The Board shall establish, with the approval of the Commission,  and inserting  The Commission may establish ;
(C)
in paragraph (2), by striking  shall  and inserting  may ; and
(D)
by striking paragraph (3);
(4)
in subsection (j)—
(A)
by striking  either the Board, ; and
(B)
by striking  , or both, ; and
(5)
by striking subsection (k).
507.
Definitions
Section 110 of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7220 ) is amended—
(1)
by redesignating paragraphs (5) and (6) as paragraphs (6) and (7); and
(2)
by inserting after paragraph (4) the following:
(5)
Office
The term  Office  means the Office of Public Accounting Oversight of the Office of the Chief Accountant of the Commission.
 .
508.
Technical and conforming amendments
(a)
Definitions
Section 2(a)(9)(C) of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7201 ) is amended by striking  , 101(c), 105, and 107(c) and the rules of the Board and Commission issued thereunder  and inserting  and 101(c) and the rules of the Commission thereunder .
(b)
Exemption authority
Section 201(b) of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7231(b) ) is amended—
(1)
by striking  The Board may  and inserting  The Commission may ; and
(2)
by striking  in the same manner as for rules of the Board under section 107 .
(c)
Self-Regulatory organization
Section 603(y)(3) of the Consumer Credit Protection Act ( 15 U.S.C. 1681a(y)(3) ) is amended by striking  any entity established under title I of the Sarbanes-Oxley Act of 2002, .
(d)
Clerical amendment
The table of contents in section 1(b) of the Sarbanes-Oxley Act of 2002 is amended—
(1) by striking the item relating to title I and inserting the following new item:
TITLE I—OFFICE OF PUBLIC ACCOUNTING OVERSIGHT
  ;
(2)
in the item relating to section 102, by striking  the Board  and inserting  the Office ;
(3)
in the item relating to section 103, by striking  and independence standards  and inserting  standards, ; and
(4)
by striking the items relating to sections 104, 105, and 107.
509.
Rule of construction with respect to cooperative arrangements
Nothing in this title, or the amendments made by this title, shall be construed to invalidate or otherwise affect a cooperative arrangement between the Public Company Accounting Oversight Board and a foreign auditor oversight authority (as defined in section 2(a) of the Sarbanes-Oxley Act of 2002 ( 15 U.S.C. 7201(a) )) in effect on the date that is 2 years after the date of the enactment of this Act.
510.
Regulations
The Securities and Exchange Commission may issue such regulations as may be necessary to carry out this title.
511.
Effective date
The amendments made by this title shall take effect on the date that is 2 years after the date of the enactment of this Act.
VI
Study Regarding Major Rules Issued by the Securities and Exchange Commission
601.
GAO study regarding major rules
Section 4 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78d ), as amended by section 401, is further amended by adding at the end the following:
(m)
GAO study regarding major rules
(1)
Study required
(A)
In general
Subject to subparagraph (C), not later than 1 year after the date of the enactment of this subsection, and every 3 years thereafter, the Comptroller General of the United States shall carry out a study on each of the major rules issued by the Commission since the last such review.
(B)
Elements
The study required under subparagraph (A) shall include, with respect to each major rule described in such subparagraph—
(i)
a cost benefit analysis of such major rule;
(ii)
a comparison between the cost benefit analysis under clause (i) and the cost benefit analysis for the same major rule carried out by the Commission;
(iii)
a comparison between the projected costs of the major rule and the actual costs of the major rule; and
(iv)
an evaluation of whether each major rule—
(I)
facilitates capital formation;
(II)
promotes fair, efficient markets; and
(III)
protects investors.
(C)
Special rule
If a study required under subparagraph (A) would apply to more than 10 major rules, the Comptroller General shall review only the 10 major rules that are the most significant, as determined by the Comptroller General.
(2)
Report
Not later than 1 year after completing a study under paragraph (1), the Comptroller General 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 that includes—
(A)
the results of such study; and
(B)
with respect to any major rule reviewed in such study that has not yet been fully implemented by the Commission, a statement that the Comptroller General is unable to fully analyze the costs of the major rule at the time the report is submitted.
(3)
Major rule defined
In this subsection, the term  major rule  has the meaning given the term in section 804 of title 5, United States Code.
 .
VII
Minimum public comment period
701.
Minimum public comment period
Section 4 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78d ), as amended by section 601, is further amended by adding at the end the following:
(n)
Minimum public comment period
(1)
In general
With respect to a proposed rulemaking for which a public comment period is required under section 553 of title 5, United States Code, the Commission shall provide a public comment period of—
(A)
at least 60 days; or
(B)
if the Commission determines the proposed rule addresses imminent investor harm, at least 30 days.
(2)
Calculation of periods
For purposes of calculating the number of days in a period under paragraph (1) with respect to a proposed rulemaking—
(A)
a Federal holiday shall not be counted; and
(B)
the period shall begin on the date the proposed rule is published in the Federal Register.
 .
VIII
Securities Enforcement Clarity
801.
Determination of the number of violations
(a)
Securities Act of 1933
The Securities Act of 1933 is amended—
(1)
in section 8A(g) ( 15 U.S.C. 77h–1(g) ), by adding at the end the following:
(4)
Determination of number of violations
For purposes of determining the number of violations for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation when the acts are the result of—
(A)
a common or a substantially overlapping originating cause;
(B)
the same misstatement or omission; or
(C)
a continuing failure to comply.
 ; and
(2)
in section 20(d) ( 15 U.S.C. 77t(d) ), by adding at the end the following:
(5)
Determination of number of violations
For purposes of determining the number of violations for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation when the acts are the result of—
(A)
a common or a substantially overlapping originating cause;
(B)
the same misstatement or omission; or
(C)
a continuing failure to comply.
 .
(b)
Securities Exchange Act of 1934
The Securities Exchange Act of 1934 is amended—
(1)
in section 21(d)(3) ( 15 U.S.C. 78u(d)(3) ), by adding at the end the following:
(E)
Determination of number of violations
For purposes of determining the number of violations for which to impose penalties under subparagraph (A)(i), separate acts of noncompliance are a single violation when the acts are the result of—
(i)
a common or a substantially overlapping originating cause;
(ii)
the same misstatement or omission; or
(iii)
a continuing failure to comply.
 ;
(2)
in section 21B(a) ( 15 U.S.C. 78u–2(b) ), by adding at the end the following:
(3)
Determination of number of violations, acts, or omissions
For purposes of determining the number of violations, acts, or omissions for which to impose penalties under this subsection, separate acts of noncompliance are a single violation, act, or omission when the acts are the result of—
(A)
a common or a substantially overlapping originating cause;
(B)
the same misstatement or omission; or
(C)
a continuing failure to comply.
 ; and
(3)
in section 32 ( 15 U.S.C. 78ff ), by adding at the end the following:
(d)
Determination of number of violations
For purposes of determining the number of violations for which to impose penalties under subsection (c), separate acts of noncompliance are a single violation when the acts are the result of—
(1)
a common or a substantially overlapping originating cause;
(2)
the same misstatement or omission; or
(3)
a continuing failure to comply.
 .
(c)
Investment Company Act of 1940
The Investment Company Act of 1940 is amended—
(1)
in section 9(d) ( 15 U.S.C. 80a–9(d) ), by adding at the end the following:
(5)
Determination of number of violations, acts, or omissions
For purposes of determining the number of violations, acts, or omissions for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation, act, or omission when the acts are the result of—
(A)
a common or a substantially overlapping originating cause;
(B)
the same misstatement or omission; or
(C)
a continuing failure to comply.
 ; and
(2)
in section 42(e) ( 15 U.S.C. 80a–41(e) ), by adding at the end the following:
(5)
Determination of number of violations
For purposes of determining the number of violations for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation when the acts are the result of—
(A)
a common or a substantially overlapping originating cause;
(B)
the same misstatement or omission; or
(C)
a continuing failure to comply.
 .
(d)
Investment Advisors Act of 1940
The Investment Advisers Act of 1940 is amended—
(1)
in section 203(i) ( 15 U.S.C. 80b–3(i) ), by adding at the end the following:
(5)
Determination of number of violations, acts, or omissions
For purposes of determining the number of violations, acts, or omissions for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation, act, or omission when the acts are the result of—
(A)
a common or a substantially overlapping originating cause;
(B)
the same misstatement or omission; or
(C)
a continuing failure to comply.
 ; and
(2)
in section 209(e) ( 15 U.S.C. 80b–9(e) ), by adding at the end the following:
(5)
Determination of number of violations
For purposes of determining the number of violations for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation when the acts are the result of—
(A)
a common or a substantially overlapping originating cause;
(B)
the same misstatement or omission; or
(C)
a continuing failure to comply.
 .
IX
SEC Modernization
901.
Commission organization
(a)
Review of the organization of the Commission
(1)
Review required
Not later than 180 days after the date of enactment of this Act, the Chairman of the Securities and Exchange Commission shall conduct a review of the organizational structure of the Commission, including the offices and officials that report directly to the Chairman.
(2)
Reorganization
Not later than 90 days after completing the review required under paragraph (1), the Chairman shall, to the extent practicable and consistent with applicable law, reduce the number of offices and officials reporting directly to the Chairman by reassigning such offices and officials within the organizational structure of the Commission.
(3)
Report
Not later than 30 days after completing the reorganization required under paragraph (2), the Chairman 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 containing—
(A)
a description of the offices and officials that reported directly to the Chairman on the date of enactment of this Act;
(B)
an identification of the offices and officials whose reporting relationships are required by statute;
(C)
a description of the changes made pursuant to paragraph (2);
(D)
an identification of any offices or officials that continue to report directly to the Chairman and the reasons such reporting relationships were retained; and
(E)
any legislative recommendations for further reducing the number of offices and officials reporting directly to the Chairman.
(4)
Preservation of Commission authority
This subsection shall not prohibit the Commission from reorganizing the offices described in this subsection in the future, if the Commission determines such reorganization is necessary or appropriate in the public interest or for the protection of investors.
(b)
Regional office consolidation
The Securities and Exchange Commission shall, if the Commission determines it appropriate, consolidate the regional offices of the Commission.