HR4628-118

1. SEC justification of non-material disclosure mandates Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w) is amended by adding at the end the following: The Commission shall maintain a list on the website of the Commission that contains— each mandate under the Federal securities laws and regulations that requires the disclosure of non-material information; and for each such disclosure mandate, an explanation of why the mandate is required. The Commission shall, every 5 years, issue a report to the Congress justifying each disclosure contained on the list required under paragraph (1). A person who fails to disclose non-material information required to be disclosed under the Federal securities laws or regulations shall not be liable for such failure in any private action. (e)Non-Material disclosure mandates(1)DisclosureThe Commission shall maintain a list on the website of the Commission that contains—(A)each mandate under the Federal securities laws and regulations that requires the disclosure of non-material information; and(B)for each such disclosure mandate, an explanation of why the mandate is required.(2)Study and reportThe Commission shall, every 5 years, issue a report to the Congress justifying each disclosure contained on the list required under paragraph (1).(3)No private liability for failing to make a non-material disclosureA person who fails to disclose non-material information required to be disclosed under the Federal securities laws or regulations shall not be liable for such failure in any private action..