Legislative Action on Exchange Act Registration Thresholds

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On June 14, 2011, Representative David Schweikert (R-AZ) introduced a bill in the U.S. House of Representatives that would raise the threshold for mandatory registration under the Securities Exchange Act of 1934 (the “Exchange Act”) from 500 persons holding equity securities of record to 1,000 persons for all companies. This bill would also exclude accredited investors and securities held by persons who received such securities pursuant to employee compensation plans from counting against the 1,000-record holder threshold.

Representative Jim Himes (D-Conn.) and Steve Womack (R-Ark.) introduced a related bill in the House on May 24, 2011. The Himes-Womack bill is nearly identical to a bill introduced in the Senate on March 10, 2011 by Senators Kay Bailey Hutchinson (R-Texas) and Mark Pryor (D-Ark.). These bills seek to amend Section 12(g) of the Exchange Act by raising the threshold that triggers registration from 500 to 2,000 record holders if the issuer is a bank or a bank holding company. The bill would also modify the threshold for deregistration under Sections 12(g) and 15(d) of the Exchange Act in the case of a bank or a bank holding company from 300 to less than 1,200 shareholders.

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