US Codex
Bill
Notes

Title II — Securities and Exchange Commission

H.R. 4476 · 116th Congress · Sep 24, 2019 · Lineage

II Securities and Exchange Commission

Sec. 201 Data standards requirements for the Securities and Exchange Commission

(a)
Data standards for investment advisers’ reports under the Investment Advisers Act of 1940— Section 204 of the Investment Advisers Act of 1940 (15 U.S.C. 80b–4) is amended—
(1)
by redesignating the second subsection (d) (relating to Records of Persons With Custody of Use) as subsection (e); and
(2)
by adding at the end the following:

“(f) Data standards for reports filed under this section

“(1) Requirement—The Commission shall, by rule, adopt data standards for all reports filed by investment advisers with the Commission under this section.

“(2) Characteristics—The data standards required by paragraph (1) shall, to the extent practicable—

“(A) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(B) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(C) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(D) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(E) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(F) use, be consistent with, and implement applicable accounting and reporting principles.

“(3) Incorporation of standards—In adopting data standards by rule under this subsection, the Commission shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(b)
Data standards for registration statements and reports under the Investment Company Act of 1940— The Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) is amended—
(1)
in section 8, by adding at the end the following:

“(g) Data standards for registration statements

“(1) Requirement—The Commission shall, by rule, adopt data standards for all registration statements required to be filed with the Commission under this section, except that the Commission may exempt exhibits, signatures, and certifications from such data standards.

“(2) Characteristics—The data standards required by paragraph (1) shall, to the extent practicable—

“(A) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(B) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(C) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(D) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(E) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(F) use, be consistent with, and implement applicable accounting and reporting principles.

“(3) Incorporation of standards—In adopting data standards by rule under this subsection, the Commission shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(2)
in section 30, by adding at the end the following:

“(k) Data standards for reports

“(1) Requirement—The Commission shall, by rule, adopt data standards for all reports required to be filed with the Commission under this section, except that the Commission may exempt exhibits, signatures, and certifications from such data standards.

“(2) Characteristics—The data standards required by paragraph (1) shall, to the extent practicable—

“(A) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(B) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(C) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(D) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(E) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(F) use, be consistent with, and implement applicable accounting and reporting principles.

“(3) Incorporation of standards—In adopting data standards by rule under this subsection, the Commission shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(c)
Data standards for information required To be submitted or published by nationally recognized statistical rating organizations— Section 15E of the Securities Exchange Act of 1934 (15 U.S.C. 78o–7) is amended by adding at the end the following:

“(w) Data standards for information required To be submitted or published under this section

“(1) Requirement—The Commission shall, by rule, adopt data standards for all information required to be submitted or published by a nationally recognized statistical rating organization under this section.

“(2) Characteristics—The data standards required by paragraph (1) shall, to the extent practicable—

“(A) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(B) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(C) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(D) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(E) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(F) use, be consistent with, and implement applicable accounting and reporting principles.

“(3) Incorporation of standards—In adopting data standards by rule under this subsection, the Commission shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(d)
Data standards for asset-Backed securities disclosures— Section 7(c) of the Securities Act of 1933 (15 U.S.C. 77g(c)) is amended by adding at the end the following:

“(3) Data standards for asset-backed securities disclosures

“(A) Requirement—The Commission shall, by rule, adopt data standards for all disclosures required under this subsection.

“(B) Characteristics—The data standards required by subparagraph (A) shall, to the extent practicable—

“(i) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(ii) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(iii) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(iv) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(v) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(vi) use, be consistent with, and implement applicable accounting and reporting principles.

“(C) Incorporation of standards—In adopting data standards by rule under this paragraph, the Commission shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(e)
Data standards for corporate disclosures under the Securities Act of 1933— Section 7 of the Securities Act of 1933 (15 U.S.C. 77g) is amended by adding at the end the following:

“(e) Data standards

“(1) Requirement—The Commission shall, by rule, adopt data standards for all registration statements and for all prospectuses included in registration statements required to be filed with the Commission under this title, except that the Commission may exempt exhibits, signatures, and certifications from such data standards.

“(2) Characteristics—The data standards required by paragraph (1) shall, to the extent practicable—

“(A) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(B) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(C) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(D) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(E) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(F) use, be consistent with, and implement applicable accounting and reporting principles.

“(3) Incorporation of standards—In adopting data standards by rule under this subsection, the Commission shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(f)
Data standards for periodic and current corporate disclosures under the Securities Exchange Act of 1934— Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the end the following:

“(s) Data standards

“(1) Requirement—The Commission shall, by rule, adopt data standards for all information contained in periodic and current reports required to be filed or furnished under this section or under section 15(d), except that the Commission may exempt exhibits, signatures, and certifications from such data standards.

“(2) Characteristics—The data standards required by paragraph (1) shall, to the extent practicable—

“(A) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(B) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(C) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(D) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(E) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(F) use, be consistent with, and implement applicable accounting and reporting principles.

“(3) Incorporation of standards—In adopting data standards by rule under this subsection, the Commission shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(g)
Data standards for corporate proxy and consent solicitation materials under the Securities Exchange Act of 1934— Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following:

“(k) Data standards for proxy and consent solicitation materials

“(1) Requirement—The Commission shall, by rule, adopt data standards for all information contained in any proxy or consent solicitation material prepared by an issuer for an annual meeting of the shareholders of the issuer, except that the Commission may exempt exhibits, signatures, and certifications from such data standards.

“(2) Characteristics—The data standards required by paragraph (1) shall, to the extent practicable—

“(A) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(B) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(C) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(D) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(E) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(F) use, be consistent with, and implement applicable accounting and reporting principles.

“(3) Incorporation of standards—In adopting data standards by rule under this subsection, the Commission shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(h)
Data standards for security-Based swap reporting— Section 15F of the Securities Exchange Act of 1934 (15 U.S.C. 78o–10) is amended by adding at the end the following:

“(m) Data standards for security-Based swap reporting

“(1) Requirement—The Commission shall, by rule, adopt data standards for all reports related to security-based swaps that are required under this Act.

“(2) Characteristics—The data standards required by paragraph (1) shall, to the extent practicable—

“(A) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(B) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(C) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(D) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(E) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(F) use, be consistent with, and implement applicable accounting and reporting principles.

“(3) Incorporation of standards—In adopting data standards by rule under this subsection, the Commission shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(i)
Rulemaking—
(1)
In general— Not later than the end of the 2-year period beginning on the date of the enactment of this Act, the Securities and Exchange Commission shall issue the regulations required under the amendments made by this section.
(2)
Scaling of regulatory requirements— In issuing the regulations required under the amendments made by this section, the Securities and Exchange Commission may scale data reporting requirements in order to reduce any unjustified burden on emerging growth companies, lending institutions, accelerated filers, smaller reporting companies, and other smaller issuers, as determined by the study required under section 205(c), while still providing searchable information to investors.
(3)
Minimizing disruption— In issuing the regulations required under the amendments made by this section, the Securities and Exchange Commission shall seek to minimize disruptive changes to the persons affected by such regulations.

Sec. 202 Open data publication by 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:

“(j) Open data publication—All public information published by the Commission under the securities laws and the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be made available as an open Government data asset (as defined under section 3502 of title 44, United States Code), freely available for download in bulk and rendered in a human-readable format and accessible via application programming interface where appropriate.”

Sec. 203 Data transparency at the Municipal Securities Rulemaking Board

(a)
In general— Section 15B(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78o–4(b)) is amended by adding at the end the following:

“(8) Data standards

“(A) Requirement—If the Board establishes information systems under paragraph (3), the Board shall adopt data standards for information submitted via such systems.

“(B) Characteristics—The data standards required by subparagraph (A) shall, to the extent practicable—

“(i) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(ii) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(iii) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(iv) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(v) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(vi) use, be consistent with, and implement applicable accounting and reporting principles.

“(C) Incorporation of standards—In adopting data standards under this paragraph, the Board shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(b)
Rulemaking—
(1)
In general— Not later than the end of the 2-year period beginning on the date of the enactment of this Act, the Municipal Securities Rulemaking Board shall issue the regulations required under the amendments made by this section.
(2)
Scaling of regulatory requirements— In issuing the regulations required under the amendments made by this section, the Municipal Securities Rulemaking Board may scale data reporting requirements in order to reduce any unjustified burden on smaller regulated entities.
(3)
Minimizing disruption— In issuing the regulations required under the amendments made by this section, the Municipal Securities Rulemaking Board shall seek to minimize disruptive changes to the persons affected by such regulations.

Sec. 204 Data transparency at national securities associations

(a)
In general— Section 15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o–3) is amended by adding at the end the following:

“(n) Data standards

“(1) Requirement—A national securities association registered pursuant to subsection (a) shall adopt data standards for all information that is regularly filed with or submitted to the association.

“(2) Characteristics—The data standards required by paragraph (1) shall, to the extent practicable—

“(A) render data fully searchable and machine-readable (as defined under section 3502 of title 44, United States Code);

“(B) enable high quality data through schemas, with accompanying metadata (as defined under section 3502 of title 44, United States Code) documented in machine-readable taxonomy or ontology models, which clearly define the data’s semantic meaning as defined by the underlying regulatory information collection requirements;

“(C) assure that a data element or data asset that exists to satisfy an underlying regulatory information collection requirement be consistently identified as such in associated machine-readable metadata;

“(D) be nonproprietary or made available under an open license (as defined under section 3502 of title 44, United States Code);

“(E) incorporate standards developed and maintained by voluntary consensus standards bodies; and

“(F) use, be consistent with, and implement applicable accounting and reporting principles.

“(3) Incorporation of standards—In adopting data standards under this subsection, the association shall incorporate all applicable data standards promulgated by the Secretary of the Treasury.”

(b)
Rulemaking—
(1)
In general— Not later than the end of the 2-year period beginning on the date of the enactment of this Act, a national securities association shall adopt the standards required under the amendments made by this section.
(2)
Scaling of regulatory requirements— In adopting the standards required under the amendments made by this section, a national securities association may scale data reporting requirements in order to reduce any unjustified burden on smaller regulated entities.
(3)
Minimizing disruption— In adopting the standards required under the amendments made by this section, a national securities association shall seek to minimize disruptive changes to the persons affected by such standards.

Sec. 205 Shorter-term burden reduction and disclosure simplification at the Securities and Exchange Commission; sunset

(a)
Better enforcement of the quality of corporate financial data submitted to the Securities and Exchange Commission—
(1)
Data quality improvement program— Within six months after the date of the enactment of this Act, the Commission shall establish a program to improve the quality of corporate financial data filed or furnished by issuers under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940. The program shall include the following:
(A)
The designation of an official in the Office of the Chairman responsible for the improvement of the quality of data filed with or furnished to the Commission by issuers.
(B)
The issuance by the Division of Corporation Finance of comment letters requiring correction of errors in data filings and submissions, where necessary.
(2)
Goals— In establishing the program under this section, the Commission shall seek to—
(A)
improve the quality of data filed with or furnished to the Commission to a commercially acceptable level; and
(B)
make data filed with or furnished to the Commission useful to investors.
(b)
Report on the use of machine-Readable data for corporate disclosures—
(1)
In general— Not later than six months after the date of the enactment of this Act, and every six months thereafter, the Commission shall issue a report to the Committee on Financial Services of the House of Representatives and the Committee on Banking, Housing, and Urban Affairs of the Senate on the public and internal use of machine-readable data for corporate disclosures.
(2)
Content— Each report required under paragraph (1) shall include—
(A)
an identification of which corporate disclosures required under section 7 of the Securities Act of 1933, section 13 of the Securities Exchange Act of 1934, or section 14 of the Securities Exchange Act of 1934 are expressed as machine-readable data and which are not;
(B)
an analysis of the costs and benefits of the use of machine-readable data in corporate disclosure to investors, markets, the Commission, and issuers;
(C)
a summary of enforcement actions that result from the use or analysis of machine-readable data collected under section 7 of the Securities Act of 1933, section 13 of the Securities Exchange Act of 1934, or section 14 of the Securities Exchange Act of 1934; and
(D)
an analysis of how the Commission is itself using the machine-readable data collected by the Commission.
(c)
Sunset— On and after the end of the 7-year period beginning on the date of the enactment of this Act, this section shall have no force or effect.

Sec. 206 No new disclosure requirements

Nothing in this title or the amendments made by this title shall be construed to require the Securities and Exchange Commission, the Municipal Securities Rulemaking Board, or a national securities association to collect additional information under the statutes amended by this title, beyond information that was collected under such statutes before the date of the enactment of this Act.