119-hr3959

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3959 Introduced in House

    (IH) ]

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119th CONGRESS
 1st Session
 H. R. 3959

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

_______________________________________________________________________

 IN THE HOUSE OF REPRESENTATIVES

 June 12, 2025

Mr. Downing (for himself and Mr. Fields) introduced the following bill; 
 which was referred to the Committee on Financial Services

_______________________________________________________________________

 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 adopted a final rule amending Rule 15c2-11 under the 
 Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) which 
 addresses disclosures in the OTC markets and imposes 
 requirements upon broker-dealers who publish quotations in such 
 markets.

    (2) Rule 15c2-11 was promulgated in 1971, and has generally 
 been understood to apply to OTC equity markets since that time.

    (3) The amendments to Rule 15c2-11 were based on the 
 economic analysis of OTC equity markets.

    (4) The fixed-income markets are different in structure and 
 function than OTC equity markets.

    (5) The fixed-income markets are critical to the ability of 
 thousands of businesses' ability to raise capital.

    (6) Rule 144A requires that issuers make their financial 
 and operational information available to qualified 
 institutional buyers upon request.

    (7) Following No-Action Letters issued on September 24, 
 2021, and December 16, 2021, the Securities and Exchange 
 Commission indicated that it would apply Rule 15c2-11 to fixed-
 income markets in a manner that made 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 Securities and Exchange Commission will 
 apply Rule 15c2-11 to fixed-income securities sold pursuant to 
 Rule 144A after no-action relief expired on January 4, 2025.

    (8) On October 30, 2023, the Securities and Exchange 
 Commission exempted fixed-income securities sold pursuant to 
 Rule 144A from Rule 15c2-11 compliance, finding doing so is 
 ``appropriate in the public interest, and consistent with the 
 protection of investors''.

    (9) On November 22, 2024, the Securities and Exchange 
 Commission granted exemptive relief from Rule 15c2-11 
 compliance to all fixed-incomes securities that meet certain 
 criteria.

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

    (a) In General.--

Section 240.15c2-11 of title 17, Code of Federal 
Regulations, shall not apply with respect to quotations of fixed-income 
securities.

    (b) Fixed-Income Security Defined.--In this section, the term 
``fixed-income security'' means--

    (1) any note, bond, debenture, certificate of deposit for a 
 security, certificate of deposit, asset-backed security, or any 
 other evidence of indebtedness; and

    (2) any security described under paragraph

    (1) that is 
 convertible, with or without consideration, into any equity 
 security or carrying any warrant or right to subscribe to or 
 purchase any equity security.
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