Division AA — Financial Services Matters
DIVISION AA Financial Services Matters
TITLE I Registration for Index-Linked Annuities
TITLE II Masih Alinejad Hunt Act of 2022
SEC. 201. Short Title.
SEC. 202. Findings.
SEC. 203. Definitions.
SEC. 204. Report and Imposition of Sanctions with Respect to Persons Who Are Responsible for or Complicit in Abuses Toward Dissidents on Behalf of the Government of Iran.
SEC. 205. Report and Imposition of Sanctions with Respect to Foreign Financial Institutions Conducting Significant Transactions with Persons Responsible for or Complicit in Abuses Toward Dissidents on Behalf of the Government of Iran.
SEC. 206. Exceptions; Waivers; Implementation.
SEC. 207. Exception Relating to Importation of Goods.
TITLE III Trading Prohibitions
SEC. 301. Trading Prohibition for 2 Consecutive Non-Inspection Years.
TITLE IV Anti-Money Laundering Whistleblower Improvement
SEC. 401. Whistleblower Incentives and Protections.
“(b) Awards.—
“(1) In general.—In any covered judicial or administrative action, or related action, the Secretary, under regulations prescribed by the Secretary, in consultation with the Attorney General and subject to subsection (c), shall pay an award or awards to 1 or more whistleblowers who voluntarily provided original information to the employer of the individual, the Secretary, or the Attorney General, as applicable, that led to the successful enforcement of the covered judicial or administrative action, or related action, in an aggregate amount equal to—
“(A) not less than 10 percent, in total, of what has been collected of the monetary sanctions imposed in the action or related actions; and
“(B) not more than 30 percent, in total, of what has been collected of the monetary sanctions imposed in the action or related actions.
“(2) Payment of awards.—
“(A) In general.—Any amount paid under paragraph (1) shall be paid from the Fund established under paragraph (3).
“(B) Related actions.—The Secretary may pay awards less than the amount described in paragraph (1)(A) for related actions in which a whistleblower may be paid by another whistleblower award program.
“(3) Source of awards.—
“(A) In general.—There shall be established in the Treasury of the United States a revolving fund to be known as the Financial Integrity Fund (referred to in this subsection as the ‘Fund’).
“(B) Use of fund.—The Fund shall be available to the Secretary, without further appropriation or fiscal year limitations, only for the payment of awards to whistleblowers as provided in subsection (b).
“(C) Restrictions on use of fund.—The Fund shall not be available to pay any personnel or administrative expenses.
“(4) Deposits and credits.—
“(A) In general.—There shall be deposited into or credited to the Fund an amount equal to—
“(i) any monetary sanction collected by the Secretary or Attorney General in any judicial or administrative action under this title, chapter 35 or section 4305 or 4312 of title 50, or the Foreign Narcotics Kingpin Designation Act (21 U.S.C. 1901 et seq.), unless the balance of the Fund at the time the monetary sanction is collected exceeds $300,000,000; and
“(ii) all income from investments made under paragraph (5).
“(B) Additional amounts.—If the amounts deposited into or credited to the Fund under subparagraph (A) are not sufficient to satisfy an award made under this subsection, there shall be deposited into or credited to the Fund an amount equal to the unsatisfied portion of the award from any monetary sanction collected by the Secretary of the Treasury or Attorney General in the covered judicial or administrative action on which the award is based.
“(C) Exception.—No amounts to be deposited or transferred into the United States Victims of State Sponsored Terrorism Fund pursuant to the Justice for United States Victims of State Sponsored Terrorism Act (34 U.S.C. 20144) or the Crime Victims Fund pursuant section 1402 of the Victims of Crime Act of 1984 (34 U.S.C. 20101) shall be deposited into or credited to the Fund.
“(5) Investments.—
“(A) Amounts in fund may be invested.—The Secretary of the Treasury may invest the portion of the Fund that is not required to meet the current needs of the Fund.
“(B) Eligible investments.—Investments shall be made by the Secretary of the Treasury in obligations of the United States or obligations that are guaranteed as to principal and interest by the United States, with maturities suitable to the needs of the Fund as determined by the Secretary.
“(C) Interest and proceeds credited.—The interest on, and the proceeds from the sale or redemption of, any obligations held in the Fund shall be credited to, and form a part of, the Fund.”
TITLE V Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification
SEC. 501. Registration Exemption for Merger and Acquisition Brokers.
“(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 C.F.R. 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.
“(ix) Binds a party to a transfer of ownership of an eligible privately held company.
“(C) Disqualification.—An M&A broker is not exempt from registration under this paragraph if such broker (and if and as applicable, including any officer, director, member, manager, partner, or employee of such broker)—
“(i) has been barred from association with a broker or dealer by the Commission, any State, or any self-regulatory organization; or
“(ii) is suspended from association with a broker or dealer.
“(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 if, upon completion of a transaction, the buyer or group of buyers—
“(I) 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
“(II) 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.
“(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—
“(aa) will control the eligible privately held company or the business conducted with the assets of the eligible privately held company; and
“(bb) 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, including without limitation, for example, by—
“(AA) electing executive officers;
“(BB) approving the annual budget;
“(CC) serving as an executive or other executive manager; or
“(DD) carrying out such other activities as the Commission may, by rule, determine to be in the public interest; 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)(iii)(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, 2020; 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.”
TITLE VI Public and Federally Assisted Housing Fire Safety
SEC. 601. Smoke Alarms in Federally Assisted Housing.
“(9) Qualifying smoke alarms.—
“(A) In general.—Each public housing agency shall ensure that a qualifying smoke alarm is installed in accordance with applicable codes and standards published by the International Code Council or the National Fire Protection Association and the requirements of the National Fire Protection Association Standard 72, or any successor standard, in each level and in or near each sleeping area in any dwelling unit in public housing owned or operated by the public housing agency, including in basements but excepting crawl spaces and unfinished attics, and in each common area in a project containing such a dwelling unit.
“(B) Definitions.—For purposes of this paragraph, the following definitions shall apply:
“(i) Smoke alarm defined.—The term ‘smoke alarm’ has the meaning given the term ‘smoke detector’ in section 29(d) of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2225(d)).
“(ii) Qualifying smoke alarm defined.—The term ‘qualifying smoke alarm’ means a smoke alarm that—
“(I) in the case of a dwelling unit built before the date of enactment of this paragraph and not substantially rehabilitated after the date of enactment of this paragraph—
“(aa)
(AA) is hardwired; or
“(BB) uses 10-year non rechargeable, nonreplaceable primary batteries and is sealed, is tamper resistant, and contains silencing means; and
“(bb) provides notification for persons with hearing loss as required by the National Fire Protection Association Standard 72, or any successor standard; or
“(II) in the case of a dwelling unit built or substantially rehabilitated after the date of enactment of this paragraph, is hardwired.”
; and
“(l) Qualifying Smoke Alarms.—
“(1) In general.—Each owner of a dwelling unit receiving project-based assistance under this section shall ensure that qualifying smoke alarms are installed in accordance with applicable codes and standards published by the International Code Council or the National Fire Protection Association and the requirements of the National Fire Protection Association Standard 72, or any successor standard, in each level and in or near each sleeping area in such dwelling unit, including in basements but excepting crawl spaces and unfinished attics, and in each common area in a project containing such a dwelling unit.
“(2) Definitions.—For purposes of this subsection, the following definitions shall apply:
“(A) Smoke alarm defined.—The term ‘smoke alarm’ has the meaning given the term ‘smoke detector’ in section 29(d) of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2225(d)).
“(B) Qualifying smoke alarm defined.—The term ‘qualifying smoke alarm’ means a smoke alarm that—
“(i) in the case of a dwelling unit built before the date of enactment of this subsection and not substantially rehabilitated after the date of enactment of this subsection—
“(I)
(aa) is hardwired; or
“(bb) uses 10-year non rechargeable, nonreplaceable primary batteries and—
“(AA) is sealed;
“(BB) is tamper resistant; and
“(CC) contains silencing means; and
“(II) provides notification for persons with hearing loss as required by the National Fire Protection Association Standard 72, or any successor standard; or
“(ii) in the case of a dwelling unit built or substantially rehabilitated after the date of enactment of this paragraph, is hardwired.”
; and
“(22) Qualifying smoke alarms.—
“(A) In general.—Each dwelling unit receiving tenant-based assistance or project-based assistance under this subsection shall have a qualifying smoke alarm installed in accordance with applicable codes and standards published by the International Code Council or the National Fire Protection Association and the requirements of the National Fire Protection Association Standard 72, or any successor standard, in each level and in or near each sleeping area in such dwelling unit, including in basements but excepting crawl spaces and unfinished attics, and in each common area in a project containing such a dwelling unit.
“(B) Definitions.—For purposes of this paragraph, the following definitions shall apply:
“(i) Smoke alarm defined.—The term ‘smoke alarm’ has the meaning given the term ‘smoke detector’ in section 29(d) of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2225(d)).
“(ii) Qualifying smoke alarm defined.—The term ‘qualifying smoke alarm’ means a smoke alarm that—
“(I) in the case of a dwelling unit built before the date of enactment of this paragraph and not substantially rehabilitated after the date of enactment of this paragraph—
“(aa)
(AA) is hardwired; or
“(BB) uses 10-year non rechargeable, nonreplaceable primary batteries and is sealed, is tamper resistant, and contains silencing means; and
“(bb) provides notification for persons with hearing loss as required by the National Fire Protection Association Standard 72, or any successor standard; or
“(II) in the case of a dwelling unit built or substantially rehabilitated after the date of enactment of this paragraph, is hardwired.”
“(10) Qualifying smoke alarms.—
“(A) In general.—Each owner of a dwelling unit assisted under this section shall ensure that qualifying smoke alarms are installed in accordance with the requirements of applicable codes and standards and the National Fire Protection Association Standard 72, or any successor standard, in each level and in or near each sleeping area in such dwelling unit, including in basements but excepting crawl spaces and unfinished attics, and in each common area in a project containing such a dwelling unit.
“(B) Definitions.—For purposes of this paragraph, the following definitions shall apply:
“(i) Smoke alarm defined.—The term ‘smoke alarm’ has the meaning given the term ‘smoke detector’ in section 29(d) of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2225(d)).
“(ii) Qualifying smoke alarm defined.—The term ‘qualifying smoke alarm’ means a smoke alarm that—
“(I) in the case of a dwelling unit built before the date of enactment of this paragraph and not substantially rehabilitated after the date of enactment of this paragraph—
“(aa)
(AA) is hardwired; or
“(BB) uses 10-year non rechargeable, nonreplaceable primary batteries and is sealed, is tamper resistant, and contains silencing means; and
“(bb) provides notification for persons with hearing loss as required by the National Fire Protection Association Standard 72, or any successor standard; or
“(II) in the case of a dwelling unit built or substantially rehabilitated after the date of enactment of this paragraph, is hardwired.”
“(8) Qualifying smoke alarms.—
“(A) In general.—Each dwelling unit assisted under this section shall contain qualifying smoke alarms that are installed in accordance with applicable codes and standards published by the International Code Council or the National Fire Protection Association and the requirements of the National Fire Protection Association Standard 72, or any successor standard, in each level and in or near each sleeping area in such dwelling unit, including in basements but excepting crawl spaces and unfinished attics, and in each common area in a project containing such a dwelling unit.
“(B) Definitions.—For purposes of this paragraph, the following definitions shall apply:
“(i) Smoke alarm defined.—The term ‘smoke alarm’ has the meaning given the term ‘smoke detector’ in section 29(d) of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2225(d)).
“(ii) Qualifying smoke alarm defined.—The term ‘qualifying smoke alarm’ means a smoke alarm that—
“(I) in the case of a dwelling unit built before the date of enactment of this paragraph and not substantially rehabilitated after the date of enactment of this paragraph—
“(aa)
(AA) is hardwired; or
“(BB) uses 10-year non rechargeable, nonreplaceable primary batteries and is sealed, is tamper resistant, and contains silencing means; and
“(bb) provides notification for persons with hearing loss as required by the National Fire Protection Association Standard 72, or any successor standard; or
“(II) in the case of a dwelling unit built or substantially rehabilitated after the date of enactment of this paragraph, is hardwired.”
“(j) Qualifying Smoke Alarms.—
“(1) In general.—Each dwelling unit assisted under this subtitle shall contain qualifying smoke alarms that are installed in accordance with applicable codes and standards published by the International Code Council or the National Fire Protection Association and the requirements of the National Fire Protection Association Standard 72, or any successor standard, in each level and in or near each sleeping area in such dwelling unit, including in basements but excepting crawl spaces and unfinished attics, and in each common area in a project containing such a dwelling unit.
“(2) Definitions.—For purposes of this subsection, the following definitions shall apply:
“(A) Smoke alarm defined.—The term ‘smoke alarm’ has the meaning given the term ‘smoke detector’ in section 29(d) of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2225(d)).
“(B) Qualifying smoke alarm defined.—The term ‘qualifying smoke alarm’ means a smoke alarm that—
“(i) in the case of a dwelling unit built before the date of enactment of this subsection and not substantially rehabilitated after the date of enactment of this subsection—
“(I)
(aa) is hardwired; or
“(bb) uses 10-year non rechargeable, nonreplaceable primary batteries and—
“(AA) is sealed;
“(BB) is tamper resistant; and
“(CC) contains silencing means; and
“(II) provides notification for persons with hearing loss as required by the National Fire Protection Association Standard 72, or any successor standard; or
“(ii) in the case of a dwelling unit built or substantially rehabilitated after the date of enactment of this subsection, is hardwired.”
“(k) Qualifying Smoke Alarms.—
“(1) In general.—Housing and related facilities constructed with loans under this section shall contain qualifying smoke alarms that are installed in accordance with applicable codes and standards published by the International Code Council or the National Fire Protection Association and the requirements of the National Fire Protection Association Standard 72, or any successor standard, in each level and in or near each sleeping area in such dwelling unit, including in basements but excepting crawl spaces and unfinished attics, and in each common area in a project containing such a dwelling unit.
“(2) Definitions.—For purposes of this subsection, the following definitions shall apply:
“(A) Smoke alarm defined.—The term ‘smoke alarm’ has the meaning given the term ‘smoke detector’ in section 29(d) of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2225(d)).
“(B) Qualifying smoke alarm defined.—The term ‘qualifying smoke alarm’ means a smoke alarm that—
“(i) in the case of a dwelling unit built before the date of enactment of this subsection and not substantially rehabilitated after the date of enactment of this subsection—
“(I)
(aa) is hardwired; or
“(bb) uses 10-year non rechargeable, nonreplaceable primary batteries and—
“(AA) is sealed;
“(BB) is tamper resistant; and
“(CC) contains silencing means; and
“(II) provides notification for persons with hearing loss as required by the National Fire Protection Association Standard 72, or any successor standard; or
“(ii) in the case of a dwelling unit built or substantially rehabilitated after the date of enactment of this subsection, is hardwired.”
; and
“(3) Qualifying Smoke Alarms.—
“(A) In general.—Housing and related facilities rehabilitated or repaired with amounts received under a loan made or insured under this section shall contain qualifying smoke alarms that are installed in accordance with applicable codes and standards published by the International Code Council or the National Fire Protection Association and the requirements of the National Fire Protection Association Standard 72, or any successor standard, in each level and in or near each sleeping area in such dwelling unit, including in basements but excepting crawl spaces and unfinished attics, and in each common area in a project containing such a dwelling unit.
“(B) Definitions.—For purposes of this paragraph, the following definitions shall apply:
“(i) Smoke alarm defined.—The term ‘smoke alarm’ has the meaning given the term ‘smoke detector’ in section 29(d) of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2225(d)).
“(ii) Qualifying smoke alarm defined.—The term ‘qualifying smoke alarm’ means a smoke alarm that—
“(I) in the case of a dwelling unit built before the date of enactment of this paragraph and not substantially rehabilitated after the date of enactment of this paragraph—
“(aa)
(AA) is hardwired; or
“(BB) uses 10-year non rechargeable, nonreplaceable primary batteries and is sealed, is tamper resistant, and contains silencing means; and
“(bb) provides notification for persons with hearing loss as required by the National Fire Protection Association Standard 72, or any successor standard; or
“(II) in the case of a dwelling unit built or substantially rehabilitated after the date of enactment of this paragraph, is hardwired.”
“(4) that such housing shall contain qualifying smoke alarms that are installed in accordance with applicable codes and standards published by the International Code Council or the National Fire Protection Association and the requirements of the National Fire Protection Association Standard 72, or any successor standard, in each level and in or near each sleeping area in such dwelling unit, including in basements but excepting crawl spaces and unfinished attics, and in each common area in a project containing such a dwelling unit.”
; and
“(5) the term ‘smoke alarm’ has the meaning given the term ‘smoke detector’ in section 29(d) of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2225(d)); and
“(6) the term ‘qualifying smoke alarm’ means a smoke alarm that—
“(A) in the case of a dwelling unit built before the date of enactment of this paragraph and not substantially rehabilitated after the date of enactment of this paragraph—
“(i)
(I) is hardwired; or
“(II) uses 10-year non rechargeable, nonreplaceable primary batteries and—
“(aa) is sealed;
“(bb) is tamper resistant; and
“(cc) contains silencing means; and
“(ii) provides notification for persons with hearing loss as required by the National Fire Protection Association Standard 72, or any successor standard; or
“(B) in the case of a dwelling unit built or substantially rehabilitated after the date of enactment of this paragraph, is hardwired.”