Summary: Investor Protection Act of 2009 - Title I: Disclosure - (Sec. 101) Amends the Securities Exchange Act of 1934 to establish the Investor Advisory Committee to advise and consult with the Securities and Exchange Commission (SEC) on: (1) regulatory priorities and issues regarding new products, trading strategies, fee structures, and the effectiveness of disclosures; (2) initiatives to protect investor interest; and (3) initiatives to promote investor confidence in the integrity of the marketplace. (Sec. 102) Amends the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and Investment Company Act of 1940 to authorize the SEC to gather information, communicate with investors or other members of the public, and engage in temporary or experimental programs in the public interest or for protection of investors. (Sec. 103) Amends the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940 to direct the SEC to: (1) establish a standard of conduct for brokers, dealers, and investment advisers when providing personalized securities investment advice to a retail customer; (2) require a broker or dealer who sells only proprietary or other limited range of products to notify and obtain the consent or acknowledgment of each retail customer; and (3) facilitate the provision of simple and clear disclosures to investors regarding the terms of their relationships with brokers, dealers, and investment advisers, including any material conflicts of interest. Requires the SEC also to examine and, where appropriate, prohibit or restrict certain sales practices, conflicts of interest, and compensation schemes for brokers, dealers, and investment advisers deemed contrary to the public interest and the protection of investors. Sets forth harmonized SEC enforcement authority with respect to violations of the standard of conduct applicable to a broker or dealer providing personalized investment advice about securities to a retail customer. (Sec. 104) Instructs the SEC, before proposing rules or regulations regarding the provision of investment products or services to a retail customer, to publish a study that examines specified considerations, including the nature of a retail customer, the range of products and services, and how they are sold or otherwise provided. Authorizes the promulgation of rules to require that the appropriate persons or entities provide designated documents or information to retail customers before the purchase of identified investment products or services. (Sec. 105) Authorizes the SEC to impose a shorter disclosure reporting period upon certain beneficial owners of securities and with respect to short-swing profits. (Sec. 106) Amends the Investment Company Act of 1940 and the Investment Advisers Act of 1940 to prescribe recordkeeping requirements, and related duties for compliance with examination requests, for persons with custody or use of a client's securities, deposits, or credits. (Sec. 107) Directs the SEC to study review and analyze the need for enhanced examination and enforcement resources for investment advisers. (Sec. 108) Directs the Comptroller General to study the regulation and oversight of financial planning. Title II: Enforcement and Remedies - (Sec. 201) Amends the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940 to authorize the SEC to restrict mandatory pre-dispute arbitration affecting customers or clients of an investment adviser. (Sec. 202) Directs the Comptroller General to study the costs to parties of an arbitration proceeding using the arbitration system operated by the Financial Industry Regulatory Authority (FINRA) and overseen by the SEC as compared to litigation. (Sec. 203) Amends the Securities Exchange Act of 1934 to authorize the SEC to prescribe monetary incentives for whistleblowers of up to 30% of monetary sanctions exceeding $1 million. Establishes the Securities and Exchange Commission Investor Protection Fund to pay awards to whistleblowers and to fund investor education initiatives. Prohibits employers from discharging, demoting, suspending, threatening, harassing, or in any other manner discriminating against an employee, contractor, or agent in the terms and conditions of employment because of any lawful act done by the employee, contractor, or agent in providing information to the SEC, or in assisting in any SEC investigation or judicial or administrative action based upon or related to such information. Authorizes an individual alleging such a discharge or discrimination to bring an action for relief in U.S. district court. Subjects to prosecution willfully false or fraudulent whistleblower statements made to the SEC. Directs the SEC to establish a separate office to administer and enforce whistleblower incentives and protections under this Act. (Sec. 207) Amends the Securities Act of 1933 and the Investment Company Act of 1940 to subject to prosecution persons who aid and abet violations of such Acts. (Sec. 208) Amends the Investment Advisers Act of 1940 with respect to penalties for aiding and abetting violations of such Act to authorize the SEC to permit or require a registered national securities association to enforce compliance by its members and associated persons with the Act and related rules and regulations. (Sec. 209) Requires the SEC to complete enforcement investigations and determine whether or not to file an action within 180 days after its staff provides a written Wells notice to any person. Allows an exception to this deadline for complex actions to permit additional 180-day extensions in certain circumstances. Requires the SEC, by a certain deadline (usually within 180 days after its staff completes the onsite portion of its compliance examination or inspection, or receives all requested records), to: (1) request an entity being examined or inspected to undertake corrective action, or (2) conclude the examination or inspection without findings. Allows the SEC to extend a sufficiently complex examination or inspection for one additional 180-day period. (Sec. 210) Amends the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisers Act of 1940 to grant the SEC nationwide service of process in any action or proceeding instituted in a U.S. district court for any judicial district. (Sec. 211) Authorizes the SEC to impose civil money penalties in a cease-and-desist proceeding of: (1) $7,500 for a natural person or $75,000 for any other person for a first tier act or omission, (2) $75,000 for a natural person or $375,000 for any other person for a second tier act or omission, and (3) $150,000 for a natural person or $725,000 for any other person for a third tier act or omission (involving fraud, deceit, manipulation, or deliberate or reckless disregard of a regulatory requirement which results in substantial losses, or a significant risk of them, to other persons, or results in substantial pecuniary gain to the person who commits the act or omission). (Sec. 212) Amends the Securities Exchange Act of 1934 to modify the rules for composition of the Municipal Securities Rulemaking Board. (Sec. 213) Allows the SEC to share information with domestic and foreign regulators and law enforcement agencies engaged in the investigation and prosecution of violations of applicable securities laws without waiving any SEC privileges with respect to such information. (Sec. 214) Amends the Sarbanes-Oxley Act of 2002 to authorize a court, upon motion of an attorney for the government, but only upon a finding of a substantial need in the public interest, to direct disclosure to the SEC, for use in relation to any matter within the jurisdiction, of matters occurring before a grand jury during an investigation of conduct that may constitute a violation of any provision of the securities laws. (Sec. 215) Amends the Securities Exchange Act of 1934 to allow the SEC to bring an action against any person who recklessly (currently, only knowingly) provides substantial assistance to (aids and abets) another person in violation of that Act. (Sec. 216) Amends the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940 to include within the extraterritorial jurisdiction of federal district courts: (1) conduct within the United States that constitutes significant steps in furtherance of a violation of such Act (conduct test), even if the violation is committed by a foreign adviser and involves only foreign investors; or (2) conduct occurring outside the United States that has a foreseeable substantial effect within the United States (effects test). (Sec. 217) Amends the Investment Company Act of 1940 to authorize the SEC to require that registered management companies provide and maintain a fidelity bond against loss as to any officer or employee with access to company securities or funds either directly or through the authority to draw upon such funds or to direct generally the disposition of such securities. (Sec. 218) Amends the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940 to subject registered individuals and firms at any time, or from time to time, to reasonable periodic, special, or other information and document requests that the SEC deems necessary or appropriate to conduct surveillance or risk assessments of the securities markets. (Sec. 219) Amends the Investment Companies Act of 1940 to subject all (currently, only required) records of each registered investment company, and each underwriter, broker, dealer, or investment adviser that is a majority-owned subsidiary of such a company, to reasonable periodic, special, or other examinations by SEC representatives as deemed necessary or appropriate in the public interest or for the protection of investors. (Sec. 220) Amends the Securities Exchange Act of 1934 to allow for a control person to be joint and severally liable to the SEC (not only to private parties), unless an affirmative defense can be established. (Sec. 221) Allows the SEC to: (1) apply anti-fraud prohibitions to transactions not conducted on exchanges and all options on securities, and (2) regulate short sales in the over-the-counter markets as well as those of non-equity securities. (Sec. 222). Extends the authority of the SEC to prescribe rules and regulations on proxy access in respect to shareholder nomination of directors to serve on a company's board of directors. Title III: Commission Funding and Organization - (Sec. 301) Authorizes additional appropriations for FY2010-FY2015. (Sec. 302) Amends the Investment Company Act of 1940 to direct the SEC to issue rules for imposing fees on registered investment advisers to recover its cost of inspecting and examining them. (Sec. 304) Directs the SEC to hire an independent consultant to examine the internal operations, structure, funding, and the need for comprehensive reform of the SEC, as well as its relationship with the reliance on self-regulatory organizations and other entities relevant to securities regulation and investor protection. Requires the study to cover: (1) possible elimination of unnecessary or redundant units at the SEC; (2) the effect of high-frequency trading and other technological advances on the market and what the SEC requires to monitor the effect of such trading and advances on the market; and (3) whether adjusting the SEC's reliance on self-regulatory organizations is necessary to promote more efficient and effective governance for the securities markets. (Sec. 305) Establishes the Capital Markets Safety Board to investigate and determine the causes of failed institutions registered with the SEC. (Sec. 306) Directs the SEC to report on the implementation of reforms which it outlined in the wake of the discovery of fraud by Bernie Madoff. (Sec. 307) Authorizes the SEC and the Commodities Futures Trading Commission (CFTC) to form a joint advisory committee to: (1) identify emerging regulatory risks and assess and quantify their implications for market participants; and (2) discuss regulatory issues of mutual concern which affect each Commission, the regulated markets, and the industry generally. Title IV: Additional Commission Reforms - (Sec. 401) Amends the Securities Act of 1934 to declare unlawful a securities lending transaction that is in contravention of SEC rules and regulations. States that this declaration does not limit the authority of an appropriate federal banking agency or department identified under law as having a systemic risk responsibility to impose restrictions on transactions involving the loan or borrowing of securities in order to protect the safety and soundness of a financial institution or to protect the financial system from systemic risk. (Sec. 402) Requires reporting to the SEC and, if appropriate, the Secretary of the Treasury of canceled securities. (Sec. 403) Requires registered securities information processors, national securities exchanges, and national securities associations to require that each of their partners, directors, officers, and employees be fingerprinted and submit such fingerprints to the Attorney General for identification and appropriate processing. (Sec. 404) Declares that any condition, stipulation, or provision binding any person to waive compliance with any rule of a self-regulatory organization shall be void. (Sec. 405) Applies federal law and regulations only to investment advisers registered or required to be registered with the SEC (thus eliminating any federal regulation of investment advisers that the states now regulate). (Sec. 407) Requires the SEC, the Financial Accounting Standards Board, and the Public Company Accounting Oversight Board (PCAOB) to provide oral testimony annually to the House Committee on Financial Services regarding efforts to reduce the complexity in financial reporting to provide more accurate and clear financial information to investors. (Sec. 408) Revises the specifications for determination of unlawful margin lending. (Sec. 409) Amends the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisers Act of 1940 to prohibit compelling the SEC to disclose any information, documents, records, or reports that relate to an examination, surveillance, or risk assessment of a person, or the financial or operational condition of such persons, or any similar information supplied to the SEC by any domestic or foreign regulatory agency or self-regulatory organization. Makes exceptions to this disclosure limitation with respect to information requested by Congress, any other federal department or agency, the PCAOB, or any self-regulatory organization in certain circumstances. (Sec. 411) Amends the Securities Exchange Act of 1934 to modify the rules for composition of the Municipal Securities Rulemaking Board. (Sec. 412) Amends the Investment Company Act of 1940 to redefine "interested person" with respect to an investment company and potential conflicts-of-interest to cover any natural person who is a member of a class of persons unlikely to exercise an appropriate degree of independence as a result of: (1) a material business or professional relationship with such company or any affiliated person of such company, or (2) a close familial relationship with any natural person who is an affiliated person of such company. (Sec. 413) Amends the Investment Company Act of 1940 to authorize the SEC to limit the extent to which a registered open-end investment (mutual funds) company may execute transactions in illiquid property. (Sec. 414) Directs the Comptroller General to study specified aspects of the number of SEC staff who leave the SEC to work for financial institutions regulated by the SEC (SEC revolving door). (Sec. 415) Directs the Government Accountability Office (GAO) and the SEC separately to evaluate the costs and benefits for issuers who are neither accelerated nor large accelerated filers of complying with the requirement of the Sarbanes-Oxley Act of 2002 for attesting to, and reporting on, the management assessment of its internal control structure and procedures for financial reporting. (Sec. 416) Directs the SEC to study the inclusion of revenue as a criterion used in defining smaller reporting companies to account forsuch companies with public floats less than $700 million and revenues less than $250 million. (Sec. 417) Establishes the Financial Reporting Forum to discuss and report annually on immediate and long-term issues critical to financial reporting. (Sec. 418) Amends the Investment Advisers Act of 1940 to subject to state registration and examination requirements certain mid-sized investment advisers with $100 million or less in assets under management (or such higher figure as the SEC may by rule deem appropriate). (Sec. 419) Directs the SEC to adopt a rule that prohibits registered investment advisers from maintaining custody of client assets in excess of $10 million, unless the assets are kept by a qualified custodian, maintained in separate accounts under the client's names, or retained in an account of which the investment adviser is the trustee. Prohibits the qualified custodian from directly or indirectly providing investment advice to the funds it holds in custody. (Sec. 420) Instructs the SEC Chairman to appoint an Ombudsman to act as liaison between the SEC and any affected person who may have a problem with the SEC resulting from its regulatory activities. Title V: Securities Investor Protection Act Amendments - (Sec. 501) Amends the Securities Investor Protection Act of 1970 (SIPA) to increase: (1) the minimum assessment paid by Securities Investor Protection Corporation (SIPC) members from a flat $150 per year to 0.02% percent of the member's gross revenues from the securities business; (2) the borrowing limit on U.S. Treasury loans from $1 billion to $2.5 billion; and (3) the standard maximum cash advance for each customer from $100,000 to $250,000, adjusted for inflation every five years. (Sec. 504) Authorizes the SIPC to designate itself (instead of another) as trustee in liquidation proceedings for a failed SIPC member with less than 5,000 customers, regardless of the size of liabilities to unsecured general creditors. (Sec. 505) Makes insiders ineligible for SIPC advances. (Sec. 506) Increases from $250,000 to $850,000 the total amount of claims of all customers of a small firm whose failure the SIPC may resolve using the direct payment procedure (instead of using a judicial liquidation proceeding). (Sec. 507) Raises from $50,000 to $250,000 the maximum fine for several prohibited acts and for fraudulent conversion. (Sec. 508) Adds to the list of prohibited acts under SIPA false advertising and misrepresentation of SIPC membership or protection. (Sec. 509) Extends SIPC insurance to future positions held in a customer's portfolio margining securities account under an SEC-approved program. (Sec. 510) Directs the Comptroller General to study whether SIPC should be required to impose risk-based assessments upon member brokers and dealers in order to maintain the SIPC Fund adequately. (Sec. 511) Declares that any SEC loan to the SIPC shall not be considered to result in a new direct loan obligation or a new loan guarantee commitment requiring inclusion in the President's budget under the Federal Credit Reform Act of 1990. Title VI: Sarbanes-Oxley Act Amendments - (Sec. 601) Amends the Sarbanes-Oxley Act of 2002 to include brokers and dealers under PCAOB oversight, and require allocation among them of accounting support fees. Authorizes the PCAOB to refer investigations to a self-regulatory organization and share relevant information with them. (Sec. 602) Authorizes the PCAOB to share information with a foreign auditor oversight authority. (Sec. 603) Revises requirements for the production of audit work papers by a foreign public accounting firm or a registered public accounting firm that relies upon the work of the foreign firm. Requires a foreign public accounting firm to produce its audit work papers and all other documents to the SEC or the PCAOB upon request if the firm issues an audit report, performs audit work, or conducts interim reviews upon which a registered public accounting firm relies in the conduct of an audit or interim review. (Continues to require a registered public accounting firm relying upon the work of a foreign public accounting firm to produce the foreign firm's work papers upon SEC or PCAOB request.) (Sec. 604) Grants the SEC (in addition to the PCAOB) authority regarding applications for registration. (Sec. 605) Modifies the procedure under which civil penalties obtained by the SEC shall be added to and become part of a disgorgement fund established for the relief of victims of a violation. Requires the amount of any settlement of a judicial or administrative action to be added to the disgorgement fund. (Sec. 606) Exempts smaller securities issuers that are neither large accelerated filers nor accelerated filers from the requirement that a registered public accounting firm that prepares or issues the issuer's audit report attest to, and report on, the assessment made by the issuer's management. Directs the SEC and the Comptroller General to study: (1) how the SEC could maintain investor protections yet reduce the Act's compliance burden upon companies whose market capitalization is between $75 million and $250 million; and (2) whether such compliance reduction or a complete exemption would encourage such companies to list on exchanges in the United States in their initial public offerings. (Sec. 607) Amends federal criminal law to extend whistleblower protection against retaliation by a subsidiary or affiliate of an issuer. (Sec. 608) Denies the PCAOB authority either to withhold information from Congress, or to prevent compliance with a federal court order when an action is commenced by either the United States or the PCAOB. (Sec. 609) Directs the PCAOB to appoint an ombudsman to act as liaison between the Board and any registered public accounting firm or issuer regarding issues or disputes in an audit report concerning such issuer. (Sec. 610) Redesignates the PCAOB as the Auditing Oversight Board. Title VII: Senior Investment Protection - (Sec. 703) Directs the SEC to establish a grants program for states to: (1) investigate and prosecute misleading and fraudulent marketing practices, or (2) develop educational materials and training to reduce misleading and fraudulent marketing of financial products targeted towards seniors. (Sec. 706) Authorizes appropriations for FY2011-FY2015. Title VIII: Registration of Municipal Financial Advisors - (Sec. 801) Amends the Securities Exchange Act of 1934 to require municipal financial advisers not currently regulated under existing securities laws to register with the SEC. Prescribes professional standards for such advisers and specifies prohibited transactions. Deems a municipal financial adviser and any associated person to have a fiduciary duty towards any municipal securities issuer for whom it acts as a municipal financial adviser.

investor protection act title disclosure sec amends securities_exchange_act establish investor advisory_committee advise consult securities_and_exchange_commission sec regulatory priorities issues new products trading strategies fee structures effectiveness disclosures initiatives protect investor interest initiatives promote investor confidence integrity marketplace sec amends securities act securities_exchange_act investment advisers act investment company act authorize sec gather information communicate investors members public engage temporary experimental programs public interest protection investors sec amends securities_exchange_act investment advisers act direct sec establish standard conduct brokers dealers investment advisers providing personalized securities investment advice retail customer require broker dealer sells proprietary limited range products notify obtain consent acknowledgment retail customer facilitate provision simple clear disclosures investors terms relationships brokers dealers investment advisers including material conflicts interest requires sec examine appropriate prohibit restrict certain sales practices conflicts interest compensation schemes brokers dealers investment advisers deemed contrary public interest protection investors sets forth harmonized sec enforcement authority respect violations standard conduct applicable broker dealer providing personalized investment advice securities retail customer sec instructs sec proposing rules regulations provision investment products services retail customer publish study examines specified considerations including nature retail customer range products services sold provided authorizes promulgation rules require appropriate persons entities provide designated documents information retail customers purchase identified investment products services sec authorizes sec impose shorter disclosure reporting period certain beneficial owners securities respect short profits sec amends investment company act investment advisers act prescribe recordkeeping requirements related duties compliance examination requests persons custody use client securities deposits credits sec directs sec study review analyze need enhanced examination enforcement resources investment advisers sec directs comptroller_general study regulation oversight financial planning title enforcement remedies sec amends securities_exchange_act investment advisers act authorize sec restrict mandatory pre dispute arbitration affecting customers clients investment adviser sec directs comptroller_general study costs parties arbitration proceeding arbitration system operated financial_industry_regulatory_authority finra overseen sec compared litigation sec amends securities_exchange_act authorize sec prescribe monetary incentives whistleblowers monetary sanctions exceeding million establishes securities_and_exchange_commission investor protection fund pay awards whistleblowers fund investor education initiatives prohibits employers discharging suspending threatening harassing manner discriminating employee contractor agent terms conditions employment lawful act employee contractor agent providing information sec assisting sec investigation judicial administrative action based related information authorizes individual alleging discharge discrimination bring action relief district_court subjects prosecution willfully false fraudulent whistleblower statements sec directs sec establish separate office administer enforce whistleblower incentives protections act sec amends securities act investment company act subject prosecution persons aid violations acts sec amends investment advisers act respect penalties aiding abetting violations act authorize sec permit require registered national securities association enforce compliance members associated persons act related rules regulations sec requires sec complete enforcement investigations determine file action days staff provides written wells notice person allows exception deadline complex actions permit additional day extensions certain circumstances requires sec certain deadline usually days staff completes onsite portion compliance examination inspection receives requested records request entity examined inspected undertake corrective action conclude examination inspection findings allows sec extend sufficiently complex examination inspection additional day period sec amends securities act securities_exchange_act investment company act investment advisers act grant sec nationwide service process action proceeding instituted district_court judicial district sec authorizes sec impose civil money penalties cease desist proceeding natural person person tier act omission natural person person second tier act omission natural person person tier act omission involving fraud manipulation deliberate reckless disregard regulatory requirement results substantial losses significant risk persons results substantial pecuniary gain person commits act omission sec amends securities_exchange_act modify rules composition municipal_securities_rulemaking_board sec allows sec share information domestic foreign regulators law enforcement agencies engaged investigation prosecution violations applicable securities laws waiving sec privileges respect information sec amends sarbanes-oxley_act authorize court motion attorney government finding substantial need public interest direct disclosure sec use relation matter jurisdiction matters occurring grand jury investigation conduct constitute violation provision securities laws sec amends securities_exchange_act allow sec bring action person recklessly currently knowingly provides substantial assistance aids abets person violation act sec amends securities act securities_exchange_act investment advisers act include extraterritorial jurisdiction federal district_courts conduct united_states constitutes significant steps furtherance violation act conduct test violation committed foreign adviser involves foreign investors conduct occurring outside united_states foreseeable substantial effect united_states effects test sec amends investment company act authorize sec require registered management companies provide maintain bond loss officer employee access company securities funds directly authority draw funds direct generally disposition securities sec amends securities act securities_exchange_act investment advisers act subject registered individuals firms time time time reasonable periodic special information document requests sec deems necessary appropriate conduct surveillance risk assessments securities markets sec amends investment companies act subject currently required records registered investment company underwriter broker dealer investment adviser majority owned subsidiary company reasonable periodic special examinations sec representatives deemed necessary appropriate public interest protection investors sec amends securities_exchange_act allow control person joint severally liable sec private parties affirmative defense established sec allows sec apply anti fraud prohibitions transactions conducted exchanges options securities regulate short sales counter markets non equity securities sec extends authority sec prescribe rules regulations proxy access respect shareholder nomination directors serve company board_of_directors title iii commission funding organization sec authorizes additional appropriations fy2010 fy2015 sec amends investment company act direct sec issue rules imposing fees registered investment advisers recover cost inspecting examining sec directs sec hire independent consultant examine internal operations structure funding need comprehensive reform sec relationship reliance self regulatory organizations entities relevant securities regulation investor protection requires study cover possible elimination unnecessary redundant units sec effect high frequency trading technological advances market sec requires monitor effect trading advances market adjusting sec reliance self regulatory organizations necessary promote efficient effective governance securities markets sec establishes capital markets safety board investigate determine causes failed institutions registered sec sec directs sec report implementation reforms outlined wake discovery fraud sec authorizes sec commodities futures trading commission cftc form joint advisory_committee identify emerging regulatory risks assess quantify implications market participants discuss regulatory issues mutual concern affect commission regulated markets industry generally title additional commission reforms sec amends securities act declare unlawful securities lending transaction contravention sec rules regulations states declaration limit authority appropriate federal banking agency department identified law having systemic risk responsibility impose restrictions transactions involving loan borrowing securities order protect safety soundness financial institution protect financial system systemic risk sec requires reporting sec appropriate secretary treasury canceled securities sec requires registered securities information processors national securities exchanges national securities associations require partners directors officers employees fingerprinted submit fingerprints attorney general identification appropriate processing sec declares condition stipulation provision binding person waive compliance rule self regulatory organization shall void sec applies federal law regulations investment advisers registered required registered sec eliminating federal regulation investment advisers states regulate sec requires sec financial accounting standards board public_company_accounting_oversight_board pcaob provide oral testimony annually house_committee financial_services efforts reduce complexity financial reporting provide accurate clear financial information investors sec revises specifications determination unlawful margin lending sec amends securities_exchange_act investment company act investment advisers act prohibit compelling sec disclose information documents records reports relate examination surveillance risk assessment person financial operational condition persons similar information supplied sec domestic foreign regulatory agency self regulatory organization makes exceptions disclosure limitation respect information requested congress federal department agency pcaob self regulatory organization certain circumstances sec amends securities_exchange_act modify rules composition municipal_securities_rulemaking_board sec amends investment company act redefine interested person respect investment company potential conflicts interest cover natural person member class persons unlikely exercise appropriate degree independence result material business professional relationship company affiliated person company close familial relationship natural person affiliated person company sec amends investment company act authorize sec limit extent registered open end investment mutual funds company execute transactions property sec directs comptroller_general study specified aspects number sec staff leave sec work financial institutions regulated sec sec revolving door sec directs government_accountability_office gao sec separately evaluate costs benefits issuers accelerated large accelerated filers complying requirement sarbanes-oxley_act attesting reporting management assessment internal control structure procedures financial reporting sec directs sec study inclusion revenue criterion defining smaller reporting companies account companies public million revenues million sec establishes financial reporting forum discuss report annually immediate long term issues critical financial reporting sec amends investment advisers act subject state registration examination requirements certain mid sized investment advisers million assets management higher figure sec rule deem appropriate sec directs sec adopt rule prohibits registered investment advisers maintaining custody client assets excess million assets kept qualified custodian maintained separate accounts client names retained account investment adviser trustee prohibits qualified custodian directly indirectly providing investment advice funds holds custody sec instructs sec chairman appoint ombudsman act liaison sec affected person problem sec resulting regulatory activities title securities investor protection act amendments sec amends securities investor protection act increase minimum assessment paid securities investor protection corporation members flat year percent member gross revenues securities business borrowing limit treasury loans billion billion standard maximum cash advance customer adjusted inflation years sec authorizes designate instead trustee liquidation proceedings failed member customers regardless size liabilities unsecured general creditors sec makes insiders ineligible advances sec increases total claims customers small firm failure resolve direct payment procedure instead judicial liquidation proceeding sec raises maximum fine prohibited acts fraudulent conversion sec adds list prohibited acts false advertising misrepresentation membership protection sec extends insurance future positions held customer portfolio securities account sec approved program sec directs comptroller_general study required impose risk based assessments member brokers dealers order maintain fund adequately sec declares sec loan shall considered result new direct_loan obligation new loan guarantee commitment requiring inclusion president budget federal credit reform_act title sarbanes-oxley_act amendments sec amends sarbanes-oxley_act include brokers dealers pcaob oversight require allocation accounting support fees authorizes pcaob refer investigations self regulatory organization share relevant information sec authorizes pcaob share information foreign auditor oversight authority sec revises requirements production audit work papers foreign public accounting firm registered public accounting firm relies work foreign firm requires foreign public accounting firm produce audit work papers documents sec pcaob request firm issues audit report performs audit work conducts interim reviews registered public accounting firm relies conduct audit interim review continues require registered public accounting firm relying work foreign public accounting firm produce foreign firm work papers sec pcaob request sec grants sec addition pcaob authority applications registration sec modifies procedure civil penalties obtained sec shall added fund established relief victims violation requires settlement judicial administrative action added fund sec exempts smaller securities issuers large accelerated filers accelerated filers requirement registered public accounting firm prepares issues issuer audit report attest report assessment issuer management directs sec comptroller_general study sec maintain investor protections reduce act compliance burden companies market capitalization million million compliance reduction complete exemption encourage companies list exchanges united_states initial public offerings sec amends federal criminal law extend whistleblower protection retaliation subsidiary affiliate issuer sec denies pcaob authority withhold information congress prevent compliance federal court order action commenced united_states pcaob sec directs pcaob appoint ombudsman act liaison board registered public accounting firm issuer issues disputes audit report concerning issuer sec redesignates pcaob auditing oversight board title vii senior investment protection sec directs sec establish grants program states investigate prosecute misleading fraudulent marketing practices develop educational materials training reduce misleading fraudulent marketing financial products targeted seniors sec authorizes appropriations fy2011 fy2015 title viii registration municipal financial advisors sec amends securities_exchange_act require municipal financial advisers currently regulated existing securities laws register sec prescribes professional standards advisers specifies prohibited transactions deems municipal financial adviser associated person fiduciary duty municipal securities issuer acts municipal financial adviser


Summary: Private Fund Investment Advisers Registration Act of 2009 - (Sec. 3) Amends the Investment Advisers Act of 1940 to repeal the exemption for, and apply registration requirements to, a private fund investment adviser. Exempts from such registration requirements, however, any investment adviser who solely advises: (1) small business investment companies licensed under the Small Business Investment Act of 1958; (2) entities that the Small Business Administration (SBA) has notified to proceed to qualify for a license, if the notice or license has not been revoked; or (3) applicants, related to one or more licensed small business investment companies, that have a pending application for another license. (Sec. 4) Subjects to Securities Exchange Commission (SEC) recordkeeping requirements any registered investment adviser who advises private funds. Authorizes the SEC to make such records, especially those relating to systemic risk, available to the Board of Governors of the Federal Reserve System and any other entity that has systemic risk responsibility. (Sec. 5) Repeals the declaration that no provision of such Act shall be construed to require, or to authorize the SEC to require, any investment adviser engaged in rendering investment supervisory services to disclose the identity, investments, or affairs of any client, except insofar as such disclosure may be necessary or appropriate in a particular proceeding or investigation having as its object the enforcement of a provision or provisions of the Act. (Thus, allows interpretation of the Act to require, or authorize the SEC to require, an investment adviser to disclose the identity, investments, or affairs of any client.) (Sec. 6) Directs the SEC to exempt from the registration requirements of this Act: (1) venture capital fund advisers; and (2) investment advisers of private funds, each of which has assets under management in the United States of less than $150 million. Directs the SEC to require such advisers, however, to maintain records and make annual reports to the SEC. (Sec. 7) Requires the SEC, in prescribing regulations for registration of advisers to mid-sized private funds, to: (1) take into account the size, governance, and investment strategy of such funds to determine whether they pose systemic risk; and (2) provide for registration and examination procedures for such advisers which reflect the level of systemic risk posed by the funds. (Sec. 8) Modifies SEC rulemaking authority. Authorizes the SEC to ascribe different meanings to terms, but prohibits including in the term "client" an investor in a private fund managed by an investment adviser with whom the private fund has entered into an advisory contract. Directs the SEC and the Commodity Futures Trading Commission (CFTC) to promulgate rules jointly for the mandatory reports filed by certain registered investment advisers. (Sec. 9) Directs the Comptroller General to assess the annual costs on industry members and their investors because of the registration requirements and ongoing reporting requirements of this Act. (Sec. 11) Amends the Investment Advisers Act of 1940 with respect to SEC authority to exempt any person or transaction (or any class or classes of them) from certain investment advisory contract requirements to the extent that the exemption relates to an investment advisory contract with any person that the Commission determines does not need the protections of such requirements. Requires the SEC, with respect to any factor involving a dollar amount test (e.g. a net asset threshold) it uses to make such a determination, to adjust that test for inflation every five years.

private fund investment advisers registration act sec amends investment advisers act repeal exemption apply registration requirements private fund investment adviser exempts registration requirements investment adviser solely advises small business investment companies licensed small_business_investment_act entities small_business_administration sba notified proceed qualify license notice license revoked applicants related licensed small business investment companies pending application license sec subjects securities exchange commission sec recordkeeping requirements registered investment adviser advises private funds authorizes sec records especially relating systemic risk available board_of_governors federal_reserve_system entity systemic risk responsibility sec repeals declaration provision act shall construed require authorize sec require investment adviser engaged rendering investment supervisory services disclose identity investments affairs client insofar disclosure necessary appropriate particular proceeding investigation having object enforcement provision provisions act allows interpretation act require authorize sec require investment adviser disclose identity investments affairs client sec directs sec exempt registration requirements act venture capital_fund advisers investment advisers private funds assets management united_states million directs sec require advisers maintain records annual reports sec sec requires sec prescribing regulations registration advisers mid sized private funds account size governance investment strategy funds determine pose systemic risk provide registration examination procedures advisers reflect level systemic risk posed funds sec modifies sec rulemaking authority authorizes sec different terms prohibits including term client investor private fund managed investment adviser private fund entered advisory contract directs sec commodity_futures_trading_commission cftc promulgate rules jointly mandatory reports filed certain registered investment advisers sec directs comptroller_general assess annual costs industry members investors registration requirements ongoing reporting requirements act sec amends investment advisers act respect sec authority exempt person transaction class classes certain investment advisory contract requirements extent exemption relates investment advisory contract person commission determines need protections requirements requires sec respect factor involving dollar test net asset threshold uses determination adjust test inflation years


Summary: Accountability and Transparency in Rating Agencies Act - (Sec. 2) Amends the Securities Exchange Act of 1934 to direct the Securities and Exchange Commission (SEC) to review credit ratings issued by each nationally recognized statistical rating organization (NRSRO) to ensure that the NRSRO has established and documented internal processes for determining credit ratings consistent with SEC rules. Requires each NRSRO to make available and maintain such records and information as the SEC may prescribe. Requires specified NRSRO disclosures about procedures and methodologies used to determine credit ratings for structured securities. Requires SEC rules and regulations to require each NRSRO to establish, on a publicly accessible Internet site, a facility to disclose, in a central database, the historical default rates of all classes of financial products it has rated. Modifies SEC powers to impose fines and censure a noncompliant NRSRO, including NRSRO failure to: (1) guard against certain violations; and (2) conduct sufficient surveillance to ensure that credit ratings remain current and reliable. Prescribes rules for NRSRO corporate governance, organization, and management of conflicts of interest. Requires the SEC to issue specified rules governing management and disclosure of conflicts of interest regarding credit ratings issued by an NRSRO, including a one-year look-back requirement to determine whether a conflict of interest exists among employees of entities subject to credit ratings who were NRSRO employees during the one-year period preceding the rating date. Requires the SEC to conduct periodic reviews of NRSRO compliance with the look-back requirement. Requires an NRSRO to report to the SEC any case where it can reasonably be expected to know that a former senior officer obtained employment with any issuer, underwriter, or sponsor of an instrument for which the NRSRO issued a credit rating during the 12-month period prior to such employment. Directs the SEC to make such information publicly available. Requires each NRSRO to designate an individual to serve as a compliance officer. Directs the SEC to: (1) establish an office that administers SEC rules governing NRSRO practices,(2) require each NRSRO to disclose publicly information on initial ratings and subsequent changes to such ratings, and (3) prescribe rules requiring each NRSRO to adopt certain credit ratings methodologies that include risk assessment and the assumptions underlying the procedures and methodologies used to determine a credit rating. Prohibits NRSROs (or affiliates or associated persons) from engaging in specified rating services for which additional compensation is paid to an issuer, underwriter, or placement agent of a security, including: (1) risk management advisory services; (2) consulting services regarding any merger, sales, or disposition of the assets of an issuer; and (3) ancillary assistance, advice, or consulting services unrelated to any specific credit rating issuance. (Sec. 3) Revises requirements for the pleading of particular facts about state of mind in a private action for money damages against an NRSRO with respect to securities fraud. Makes it sufficient for pleading any required state of mind that the complaint state with particularity facts giving rise to a strong inference that the NRSRO knowingly or recklessly violated the securities laws. Requires the same pleading standard with respect to knowledge and recklessness to apply to an NRSRO as would apply to any other person in the same or a similar private right of action. (Sec. 4) Directs the SEC to require issuers to disclose preliminary credit ratings received from NRSROs on structured products and all forms of corporate debt. (Sec. 7) Requires revision of a specified regulation requiring public disclosure by an issuer of any material nonpublic information it has disclosed to any person outside the issuer who is a broker or dealer, an investment adviser, an investment company, a holder of the issuer's securities, or any person associated or affiliated with such persons. Directs the SEC to remove from the regulation the exemption for entities whose primary business is the issuance of credit ratings, thus subjecting credit rating issuers to the regulation's requirements and prohibitions regarding mandatory public disclosure of certain material nonpublic information. (Sec. 8) Directs the SEC to establish a Credit Ratings Agency Advisory Board. (Sec. 9) Makes conforming amendments to the Federal Deposit Insurance Act, the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, the Investment Company Act of 1940, the Revised Statutes of the United States, as well as the Securities Exchange Act of 1934. (Sec. 10) Requires the SEC, the Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision, Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve, the National Credit Union Administration (NCUA), and the Federal Housing Finance Agency each to review its policies, practices, and regulations to assess the creditworthiness of a security or money market instrument. Requires the Comptroller General to review the use of credit ratings by other federal agencies. (Sec. 11) Directs the SEC to revise certain rules in order to require that the random sample of ratings histories of credit ratings required under such rules to be disclosed on an NRSRO's website also be provided to the SEC in a format consistent with SEC publication on the EDGAR system. (Sec. 12) Nullifies Rule 436(G), promulgated under the Securities Act of 1933, which exempts NRSROs from liability for material misstatements or omissions when their credit ratings are included in securities issuer registration statements filed under that Act. (Thus subjects NRSROs to the same liability as non-NRSROs for material misstatements or omissions in securities issuer registration statements, and in effect requires securities issuers to obtain an NRSRO's written consent before including the NRSRO's credit rating in a registration statement.) (Sec. 13) Directs the Comptroller General to study: (1) the implementation of this Act by the SEC; (2) the appropriateness of relying on ratings for use in federal, state, and local securities and banking regulations, including for determining capital requirements; (3) the effect of liability in private actions arising under the Securities Exchange Act of 1934; (4) alternative means for compensating credit rating agencies that would create incentives for accurate credit ratings and what, if any, related statutory changes would be required; and (5) alternative methodologies to assess credit risk, including market-based measures. Directs the SEC to study: (1) whether to create a system that assigns NRSROs on a rotating basis to issuers seeking a credit rating, (2) the effect of this Act on credit rating agencies seeking to register as NRSROs; (3) the treatment of different classes of bonds (municipal versus corporate) by the NRSROs; (4) the feasibility and desirability of implementing a standardized rating system whereby ratings symbols contain multiple characters, each representing a range of default probabilities and loss expectations under standardized and increasingly severe levels of market stress; and (5) the feasibility and desirability of standardizing credit ratings terminology and the market stress conditions under which ratings are evaluated.

accountability transparency rating agencies act sec amends securities_exchange_act direct securities_and_exchange_commission sec review credit ratings issued nationally recognized statistical rating organization ensure established documented internal processes determining credit ratings consistent sec rules requires available maintain records information sec prescribe requires specified disclosures procedures methodologies determine credit ratings structured securities requires sec rules regulations require establish publicly accessible internet site facility disclose central database historical default rates classes financial products rated modifies sec powers impose fines noncompliant including failure guard certain violations conduct sufficient surveillance ensure credit ratings remain current reliable prescribes rules corporate governance organization management conflicts interest requires sec issue specified rules governing management disclosure conflicts interest credit ratings issued including year look requirement determine conflict interest exists employees entities subject credit ratings employees year period preceding rating date requires sec conduct periodic reviews compliance look requirement requires report sec case reasonably expected know senior officer obtained employment issuer underwriter sponsor instrument issued credit rating month period prior employment directs sec information publicly available requires designate individual serve compliance officer directs sec establish office administers sec rules governing require disclose publicly information initial ratings subsequent changes ratings prescribe rules requiring adopt certain credit ratings methodologies include risk assessment assumptions underlying procedures methodologies determine credit rating prohibits nrsros affiliates associated persons engaging specified rating services additional compensation paid issuer underwriter placement agent security including risk management advisory services consulting services merger sales disposition assets issuer ancillary assistance advice consulting services unrelated specific credit rating issuance sec revises requirements pleading particular facts state mind private action money damages respect securities fraud makes sufficient pleading required state mind complaint state facts giving rise strong inference knowingly recklessly violated securities laws requires pleading standard respect knowledge apply apply person similar private right action sec directs sec require issuers disclose preliminary credit ratings received nrsros structured products forms corporate debt sec requires revision specified regulation requiring public disclosure issuer material nonpublic information disclosed person outside issuer broker dealer investment adviser investment company holder issuer securities person associated affiliated persons directs sec remove regulation exemption entities primary business issuance credit ratings subjecting credit rating issuers regulation requirements prohibitions mandatory public disclosure certain material nonpublic information sec directs sec establish credit ratings agency advisory_board sec makes conforming amendments federal_deposit_insurance_act federal_housing_enterprises_financial_safety soundness act investment company act revised_statutes united_states securities_exchange_act sec requires sec federal_deposit_insurance_corporation fdic office_of_thrift_supervision office_of_the_comptroller_of_the_currency board_of_governors federal_reserve national_credit_union_administration ncua federal_housing_finance_agency review policies practices regulations assess creditworthiness security money market instrument requires comptroller_general review use credit ratings federal agencies sec directs sec revise certain rules order require random sample ratings histories credit ratings required rules disclosed website provided sec format consistent sec publication system sec nullifies rule promulgated securities act exempts nrsros liability material omissions credit ratings included securities issuer registration statements filed act subjects nrsros liability non nrsros material omissions securities issuer registration statements effect requires securities issuers obtain written consent including credit rating registration statement sec directs comptroller_general study implementation act sec appropriateness relying ratings use federal state local securities banking regulations including determining capital requirements effect liability private actions arising securities_exchange_act alternative means compensating credit rating agencies create incentives accurate credit ratings related statutory changes required alternative methodologies assess credit risk including market based measures directs sec study create system assigns nrsros rotating basis issuers seeking credit rating effect act credit rating agencies seeking register nrsros treatment different classes bonds municipal versus corporate nrsros feasibility desirability implementing standardized rating system ratings symbols contain multiple characters representing range default loss expectations standardized severe levels market stress feasibility desirability credit ratings terminology market stress conditions ratings evaluated


Summary: Financial Crisis of 2008 Criminal Investigation and Prosecution Act of 2009 - Authorizes appropriations for FY2009-FY2012 for the Director of the Federal Bureau of Investigation (FBI) to hire 1,000 FBI agents as well as additional forensic experts to investigate corporate, securities, and mortgage fraud, and associated violations of law relating to the U.S. financial markets. Authorizes the hiring also of additional employees by the Attorney General and by the Chair of the Securities and Exchange Commission (SEC) Division of Enforcement to conduct related investigations and prosecutions.

financial crisis criminal investigation prosecution act authorizes appropriations fy2009 fy2012 director federal_bureau_of_investigation fbi hire fbi agents additional forensic experts investigate corporate securities mortgage fraud associated violations law relating financial markets authorizes hiring additional employees attorney general chair securities_and_exchange_commission sec division enforcement conduct related investigations prosecutions


Summary: Let Wall Street Pay for the Restoration of Main Street Act of 2009 - Amends the Internal Revenue Code to impose an excise tax on certain securities transactions, including transactions in stocks, futures, swaps, credit default swaps, and options. Exempts transactions for securities held in tax-exempt retirement accounts, health savings accounts, educational accounts, and regulated investment companies. Allows the purchaser of securities a credit against the excise tax for the lesser of the tax incurred or $250 ($500 for married couples filing joint tax returns). Requires withholding of excise tax amounts by the transferor of securities subject to the tax. Requires one-half of the tax revenues raised by this Act to be held in a separate Job Creation Reserve account to offset additional costs from the Surface Transportation Authorization Act of 2009 and subsequent legislation to fund job creation. Expresses the sense of Congress that one-half of the tax revenues raised by this Act shall be used to reduce the federal deficit.

let wall street pay restoration main street act amends_the_internal_revenue_code impose excise tax certain securities transactions including transactions stocks futures swaps credit default swaps options exempts transactions securities held tax exempt retirement accounts health savings_accounts educational accounts regulated investment companies allows purchaser securities credit excise tax lesser tax incurred married couples filing joint tax returns requires withholding excise tax amounts transferor securities subject tax requires half tax revenues raised act held separate job creation reserve account offset additional costs surface_transportation authorization act subsequent legislation fund job creation expresses sense congress half tax revenues raised act shall reduce federal deficit


Summary: Amends the Internal Revenue Code to: (1) increase from 50 to 100% the exclusion from gross income allowed for gain from the sale or exchange of qualified small business stock that is acquired during 2010; and (2) exempt gain from such stock in calculating the alternative minimum tax.

amends_the_internal_revenue_code increase exclusion gross income allowed gain sale exchange qualified small business stock acquired exempt gain stock calculating alternative minimum tax


Summary: Amends the Securities Exchange Act of 1934 to require the application for registration of a security on a national securities exchange, as well as periodic reports by issuers of securities, to contain a statement certifying that the issuer is in compliance with the Federal Election Campaign Act of 1971 with respect to contributions and expenditures it made in the most recent quarter and year, as such Act applied to elections held in 2008.

amends securities_exchange_act require application registration security national securities exchange periodic reports issuers securities contain statement certifying issuer compliance federal_election_campaign_act respect contributions expenditures recent quarter year act applied elections held


Summary: Shareholder Protection Act of 2010 - Amends the Securities Exchange Act of 1934 to prohibit an issuer from making any expenditure for political activities in excess of $10,000 in any fiscal year without first obtaining the written affirmative authorization for such expenditure by a majority of all shareholders. Deems a violation of this requirement to be a breach of the fiduciary duty of the officers and directors who authorized such expenditure. Subjects to joint and several liability to any shareholder or class of shareholders for the amount of such expenditure the officers and directors who authorize it without prior shareholder authorization. Prohibits rules and guidelines established by any national securities exchange or by the Securities and Exchange Commission (SEC) from considering as a routine corporate matter a decision to make a contribution or expenditure for political activities in excess of $10,000. Exempts from the shareholder prior approval requirement an issuer whose sole business is the publication or broadcasting of news, commentary, literature, music, entertainment, artistic expression, scientific, historical or academic works, or other forms of information. Directs the SEC to require issuers to disclose quarterly any expenditure for political activities made during the preceding quarter. Requires such report to be filed with the SEC, provided to shareholders, and be made publicly available through the SEC website.

shareholder protection act amends securities_exchange_act prohibit issuer making expenditure political activities excess fiscal year obtaining written affirmative authorization expenditure majority shareholders deems violation requirement breach fiduciary duty officers directors authorized expenditure subjects joint liability shareholder class shareholders expenditure officers directors authorize prior shareholder authorization prohibits rules guidelines established national securities exchange securities_and_exchange_commission sec considering routine corporate matter decision contribution expenditure political activities excess exempts shareholder prior approval requirement issuer sole business publication broadcasting news literature music entertainment artistic expression scientific historical academic works forms information directs sec require issuers disclose quarterly expenditure political activities preceding quarter requires report filed sec provided shareholders publicly available sec website


Summary: Enhancing Investment in Small Businesses Act of 2010 - Amends the Internal Revenue Code to allow an exclusion from gross income of all gain from the sale or exchange of qualified small business stock held for more than five years.

enhancing investment small businesses act amends_the_internal_revenue_code allow exclusion gross income gain sale exchange qualified small business stock held years


Summary: Shareholder Protection Act of 2010 - (Sec. 3) Amends the Securities Exchange Act of 1934 to require that any solicitation of a proxy, consent, or authorization with respect to any security of an issuer: (1) describe the specific nature and total amount of expenditures proposed for political activities for the forthcoming fiscal year; and (2) provide for a separate shareholder vote to authorize such proposed expenditures. Prohibits an issuer from making an expenditure for political activities in any fiscal year unless: (1) such expenditure meets the requirements of this Act; and (2) authorization for such expenditure has been granted by votes representing a majority of outstanding shares. Deems a violation of such prohibition a breach of the fiduciary duty of the officers and directors who authorized the expenditure. Subjects officers and directors who authorize the expenditure without prior shareholder authorization to joint and several liability to any individual shareholder or class of individuals who held shares at the time of such expenditure for three times the expenditure's amount. Requires institutional investment managers to disclose annually in mandatory reports how they voted on corporate political expenditures. Requires the Securities and Exchange Commission (SEC) to promulgate regulations requiring: (1) investment managers to report how they voted within 30 days after the vote; and (2) the report to be made available to the public through the EDGAR system. Prohibits any person from bringing any civil, criminal, or administrative action against an institutional investment manager, or any of its employees, officers, or directors, based solely upon the investment manager's decision to either divest from, or not to invest in, the securities of an issuer based upon political expenditures made by that issuer. Applies this prohibition only to an institutional investment manager, or its employees, officers, or directors, that makes such disclosures in accordance with SEC regulations. (Sec. 4) Requires the SEC to direct the national securities exchanges and national securities associations to prohibit the listing of any class of equity security of an issuer whose corporate bylaws do not expressly provide for a vote by its board of directors on any individual expenditure: (1) for political activities in excess of $50,000; or (2) that makes the total expenditures by the issuer for a particular election $50,000 or more. Requires an issuer to make the individual votes of the directors regarding any such expenditure publicly available within 48 hours. (Sec. 5) Directs the SEC to: (1) require issuers to disclose expenditures for political activities made during the preceding quarter, along with specified details, and the individual votes by board members authorizing such expenditures; (2) make such reports publicly available on its SEC website and through the EDGAR system; and (3) require each issuer to include in its annual report to shareholders a summary of all expenditures for political activities made during the preceding year in excess of $10,000. Directs the SEC to require each issuer to: (1) obtain and disclose in its mandatory reports any materials created with or purchased by any expenditure for political activities; and (2) disclose such materials in a clear and conspicuous location on its Internet website within 48 hours of obtaining the materials. (Sec. 6) Directs the SEC to assess and report to Congress annually on the compliance of public corporations and their management with the requirements of this Act. Requires the Comptroller General to evaluate and report periodically to Congress on the effectiveness of the SEC's oversight of its reporting and disclosure requirements.

shareholder protection act sec amends securities_exchange_act require solicitation proxy consent authorization respect security issuer describe specific nature total expenditures proposed political activities forthcoming fiscal year provide separate shareholder vote authorize proposed expenditures prohibits issuer making expenditure political activities fiscal year expenditure meets requirements act authorization expenditure granted votes representing majority outstanding shares deems violation prohibition breach fiduciary duty officers directors authorized expenditure subjects officers directors authorize expenditure prior shareholder authorization joint liability individual shareholder class individuals held shares time expenditure times expenditure requires institutional investment managers disclose annually mandatory reports voted corporate political expenditures requires securities_and_exchange_commission sec promulgate regulations requiring investment managers report voted days vote report available public system prohibits person bringing civil criminal administrative action institutional investment manager employees officers directors based solely investment manager decision divest invest securities issuer based political expenditures issuer applies prohibition institutional investment manager employees officers directors makes disclosures accordance sec regulations sec requires sec direct national securities exchanges national securities associations prohibit listing class equity security issuer corporate bylaws expressly provide vote board_of_directors individual expenditure political activities excess makes total expenditures issuer particular election requires issuer individual votes directors expenditure publicly available hours sec directs sec require issuers disclose expenditures political activities preceding quarter specified details individual votes board members authorizing expenditures reports publicly available sec website system require issuer include annual report shareholders summary expenditures political activities preceding year excess directs sec require issuer obtain disclose mandatory reports materials created purchased expenditure political activities disclose materials clear conspicuous location internet website hours obtaining materials sec directs sec assess report congress annually compliance public corporations management requirements act requires comptroller_general evaluate report periodically congress effectiveness sec oversight reporting disclosure requirements


Summary: Maintaining Agency Direction on Financial Fraud Act - Prohibits any interpretive guidance issued by the Securities and Exchange Commission which relates to "Commission Guidance Regarding Disclosure Related to Climate Change" from taking effect with respect to any person on or after February 2, 2010.

maintaining agency direction financial fraud act prohibits interpretive guidance issued securities_and_exchange_commission relates commission guidance disclosure related climate change taking effect respect person february


Summary: Ponzi Scheme Investor Protection Act of 2010 - Amends the Securities Investor Protection Act of 1970 with respect to the duties of a trustee appointed for a Securities and Exchange Commission (SEC)-registered broker or dealer undergoing liquidation. Instructs the trustee to take specified actions if the trustee determines that the debtor is a Ponzi scheme. Establishes procedures for an indirect Ponzi scheme investor to file a claim. Instructs the trustee to: (1) coordinate with Ponzi scheme investors to ensure proper payments to indirect Ponzi scheme investors; and (2) take specified actions to pay indirect Ponzi scheme investors. Prescribes the maximum aggregate amount of all cash and securities that may be awarded to each indirect Ponzi scheme investor. Prohibits the trustee of a Ponzi scheme from seeking to recover money and profits from any Ponzi scheme investor unless such investor's participation in the Ponzi scheme was either complicit or negligent. Requires the Securities Investor Protection Corporation (SIPC) to: (1) advance to the trustee such moneys as may be required to pay claims and implement this Act; and (2) promulgate regulations modifying SIPC Fund assessment levels to ensure they are adequate to cover the anticipated costs of implementing this Act.

scheme investor protection act amends securities investor protection act respect duties trustee appointed securities_and_exchange_commission broker dealer undergoing liquidation instructs trustee specified actions trustee determines debtor scheme establishes procedures indirect scheme investor file claim instructs trustee coordinate scheme investors ensure proper payments indirect scheme investors specified actions pay indirect scheme investors prescribes maximum aggregate cash securities awarded indirect scheme investor prohibits trustee scheme seeking recover money profits scheme investor investor participation scheme complicit negligent requires securities investor protection corporation advance trustee moneys required pay claims implement act promulgate regulations modifying fund assessment levels ensure adequate cover anticipated costs implementing act


Summary: Liability for Aiding and Abetting Securities Violations Act of 2010 - Amends the Securities Exchange Act of 1934 to subject to liability in a private civil action any person that knowingly or recklessly provides substantial assistance to another person (aids and abets) in violation of such Act.

liability aiding abetting securities violations act amends securities_exchange_act subject liability private civil action person knowingly recklessly provides substantial assistance person aids abets violation act


Summary: United States Covered Bond Act of 2010 - Directs the Comptroller of the Currency (covered bond regulator) to establish a regulatory oversight program for specified senior recourse debt obligations of an eligible issuer (covered bonds). Requires the covered bond regulator to: (1) consult with the primary financial regulatory agency of an eligible issuer before approving any covered bond program; and (2) maintain a registry on a website available to the public containing the name of each approved covered bond program and information on all outstanding covered bonds issued under it. Requires the covered bond regulator from time to time to establish minimum over-collateralization requirements for covered bonds backed by each eligible asset classes (including residential mortgage, commercial mortgage, public sector, small business, and other asset classes) based on the credit, collection, and interest-rate risks (excluding liquidity risks) associated with such eligible asset class. Requires the eligible assets and substitute assets in each cover pool that secures covered bonds to meet, in the aggregate and at all times, the applicable minimum over-collateralization requirements. Requires each issuer of covered bonds to: (1) report monthly on whether the cover pool that secures the covered bonds meets the applicable minimum over-collateralization requirements; and (2) appoint an unaffiliated entity as independent asset monitor for the applicable cover pool. Requires the independent asset monitor to verify and disclose to the issuer's primary financial regulatory agency, the covered bond regulator, and the applicable covered bond holders whether the cover pool that secures the covered bonds meets the statutory minimum over-collateralization requirements. Prescribes: (1) covered bond eligibility requirements; and (2) procedures governing default and insolvency of a covered bond both prior and subsequent to conservatorship, receivership, liquidation, or bankruptcy of the issuer. Prescribes procedures governing default or insolvency of a covered bond both prior and subsequent to conservatorship or receivership by the Federal Deposit Insurance Corporation (FDIC), liquidation, or bankruptcy of the issuer, including trusteeship of the estate in bankruptcy by the covered bond regulator or an appointee. States that any covered bond issued or guaranteed by a bank is a security issued or guaranteed under specified securities laws. Amends the Secondary Mortgage Market Enhancement Act of 1984 to include covered bonds within its purview.

united_states covered bond act directs comptroller_of_the_currency covered bond regulator establish regulatory oversight program specified senior recourse debt obligations eligible issuer covered bonds requires covered bond regulator consult primary financial regulatory agency eligible issuer approving covered bond program maintain registry website available public containing approved covered bond program information outstanding covered bonds issued requires covered bond regulator time time establish minimum requirements covered bonds backed eligible asset classes including residential mortgage commercial mortgage public sector small business asset classes based credit collection interest rate risks excluding liquidity risks associated eligible asset class requires eligible assets substitute assets cover pool secures covered bonds meet aggregate times applicable minimum requirements requires issuer covered bonds report monthly cover pool secures covered bonds meets applicable minimum requirements appoint unaffiliated entity independent asset monitor applicable cover pool requires independent asset monitor verify disclose issuer primary financial regulatory agency covered bond regulator applicable covered bond holders cover pool secures covered bonds meets statutory minimum requirements prescribes covered bond eligibility requirements procedures governing default insolvency covered bond prior subsequent conservatorship receivership liquidation bankruptcy issuer prescribes procedures governing default insolvency covered bond prior subsequent conservatorship receivership federal_deposit_insurance_corporation fdic liquidation bankruptcy issuer including estate bankruptcy covered bond regulator appointee states covered bond issued guaranteed bank security issued guaranteed specified securities laws amends secondary mortgage market enhancement_act include covered bonds purview


Summary: Iran Transparency and Accountability Act of 2010 or ITA Act of 2010 - Amends the Securities Exchange Act of 1934 to require an issuer to state, in its mandatory periodic report, whether it (or any subsidiary or affiliate) has: (1) engaged in an activity of a type and involving an amount that could subject it to sanctions under the Iran Sanctions Act of 1996; (2) knowingly engaged in an activity or violated regulations described under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010; or (3) had any ties to a company designated by either the Secretary of the Treasury or the Secretary of State as contributing or supporting the proliferation activities of Iran. Prescribes specified disclosures. Requires the Securities and Exchange Commission (SEC) to make such disclosures public. Directs the President, upon receipt of such report, to investigate and determine if the issuer should be subject to sanctions under the Iran Sanctions Act of 1996.

iran transparency accountability_act act amends securities_exchange_act require issuer state mandatory periodic report subsidiary affiliate engaged activity type involving subject sanctions iran_sanctions act knowingly engaged activity violated regulations described comprehensive iran_sanctions accountability divestment_act ties company designated secretary treasury secretary state contributing supporting proliferation activities iran prescribes specified disclosures requires securities_and_exchange_commission sec disclosures public directs president receipt report investigate determine issuer subject sanctions iran_sanctions act


Summary: SEC Transparency Act of 2010 - Amends the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Investment Company Act of 1940 to repeal the section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) that exempts from the disclosure requirements of the Freedom of Information Act any materials submitted to the Securities and Exchange Commission (SEC). Restores or revives the provisions of law amended or repealed by the Dodd-Frank Act.

sec transparency_act amends securities_exchange_act investment advisers act investment company act repeal section dodd-frank_wall_street_reform consumer protection act dodd-frank act exempts disclosure requirements freedom information act materials submitted securities_and_exchange_commission sec restores revives provisions law amended repealed dodd-frank act


Summary: Amends the Securities Exchange Act of 1934 to repeal the prohibition of the Dodd-Frank Wall Street Reform and Consumer Protection Act against compelling the Securities and Exchange Commission (SEC) to disclose records or information obtained from registered persons pursuant to its regulatory or oversight activities. Declares that for purposes of the Freedom of Information Act (FOIA): (1) the SEC is an agency responsible for the regulation or supervision of financial institutions; and (2) any entity for which the SEC is the responsible regulator, supervisor, or examiner under such Act is a financial institution. (Thus retains the general exemption from FOIA of matters contained in or related to examination, operating, or condition reports prepared by, on behalf of, or for the use of the SEC and any other agency responsible for the regulation or supervision of financial institutions.) Amends the Investment Company Act and the Investment Advisers Act to repeal similar prohibitions against compelling the SEC to disclose records or information provided to it by a registered investment company or investment adviser, or an underwriter, broker, dealer, or investment adviser that is a majority-owned subsidiary of such a company, for SEC use in furtherance of certain purposes, including surveillance, risk assessments, or other regulatory and oversight activities.

amends securities_exchange_act repeal prohibition dodd-frank_wall_street_reform consumer protection act compelling securities_and_exchange_commission sec disclose records information obtained registered persons pursuant regulatory oversight activities declares purposes freedom information act foia sec agency responsible regulation supervision financial institutions entity sec responsible regulator supervisor examiner act financial institution retains general exemption foia matters contained related examination operating condition reports prepared behalf use sec agency responsible regulation supervision financial institutions amends investment company act investment advisers act repeal similar prohibitions compelling sec disclose records information provided registered investment company investment adviser underwriter broker dealer investment adviser majority owned subsidiary company sec use furtherance certain purposes including surveillance risk assessments regulatory oversight activities


Summary: Exempts gain from the sale or exchange of certain C corporation stock from any increase in the capital gains tax rate resulting from the expiration of provisions of the Jobs and Growth Tax Relief Reconciliation Act of 2003 providing for a reduction in such tax rate.

exempts gain sale exchange certain corporation stock increase capital gains tax rate resulting expiration provisions jobs_and_growth_tax_relief_reconciliation_act providing reduction tax rate


Summary: Equitable Treatment of Investors Act - Amends the Securities Investor Protection Act of 1970 to revise the definition of "net equity." Declares also that, in determining net equity, the positions, options, and contracts of a customer held by the debtor, and any indebtedness of the customer to the debtor, shall be determined based on: (1) the information contained in the last statement received by the customer from the debtor before the filing date; and (2) any additional specific confirmations of the customer's positions, options, contracts, or indebtedness received after such last statement but before the filing date. Prohibits reliance on the final statement of the debtor to customer, however, if the customer: (1) knew the debtor was involved in fraudulent activity with respect to any of its customers; or (2) as a registrant under the securities laws, or a person required to be so registered, knew, or should have known, that the debtor was involved in such a fraudulent activity and did not notify the Securities Investor Protection Corporation (SIPC), the Securities Exchange Commission (SEC), or law enforcement personnel that the debtor was so involved. Prohibits a trustee in a liquidation proceeding from recovering any property transferred by the debtor to a customer before the filing date unless, at the time of such transfer, the customer meets the same critieria. Transfers from SIPC to the SEC authority to nominate to a court persons for appointment as trustee for the liquidation of a debtor's business and as attorney for the trustee.

equitable treatment investors act_-_amends securities investor protection act revise definition net equity declares determining net equity positions options contracts customer held debtor indebtedness customer debtor shall determined based information contained statement received customer debtor filing date additional specific customer positions options contracts indebtedness received statement filing date prohibits reliance final statement debtor customer customer knew debtor involved fraudulent activity respect customers registrant securities laws person required registered knew known debtor involved fraudulent activity notify securities investor protection corporation securities exchange commission sec law enforcement personnel debtor involved prohibits trustee liquidation proceeding recovering property transferred debtor customer filing date time transfer customer meets transfers sec authority nominate court persons appointment trustee liquidation debtor business attorney trustee


Summary: Amends the Internal Revenue Code to exempt interest earned on tax-exempt private activity bonds from the alternative minimum tax (AMT) and to exclude such interest as an adjustment to current earnings for purposes of computing alternative minimum taxable income.

amends_the_internal_revenue_code exempt interest earned tax exempt private activity bonds alternative minimum tax amt exclude interest adjustment current earnings purposes computing alternative minimum taxable income


Summary: Taxpayer Protection Act - Makes a federal financial entity (the Secretary of the Treasury, members of the Financial Institutions Examination Council, and the Federal Housing Finance Agency) that provides emergency economic assistance to any private entity subject to oversight, reporting, accountability, and transparency provisions of the Emergency Economic Stabilization Act of 2008. Requires monthly reports to Congress on the recipients of such assistance and the collateral provided. Requires the intended recipient of such assistance, before receiving funds, to agree in writing to specified conditions regarding: (1) monthly reports to Congress; (2) access by the financial entity to relevant personnel and data; (3) limits on executive compensation; (4) prohibitions on bonuses to the recipient's 25 most highly compensated employees; (5) prohibitions on the use of assistance for entertainment and lobbying expenditures; and (6) the sale or divestiture of passenger aircraft. Considers any violation of such agreement as a default on the recipient's obligation. Directs the Attorney General to establish a Taxpayer Protection Prosecution Task Force to: (1) investigate and prosecute financial fraud that contributed to the collapse of our financial markets; (2) seek to recover any ill-gotten gains; and (3) make recommendations about extending the statute of limitation for complex financial fraud. Establishes the Financial Market Investigation and Reform Commission to: (1) report on the causes of the collapse of the nation's financial system and credit crisis; (2) report on the extent to which federal entities had information on risky or reckless financial practices that posed a threat to the financial system's well-being; (3) build on any investigations by congressional committees and federal banking agencies to avoid duplication of effort; and (4) report to the President and Congress with recommendations to prevent a similar crisis in the future.

taxpayer protection act makes federal financial entity secretary treasury members financial institutions examination council federal_housing_finance_agency provides emergency economic assistance private entity subject oversight reporting accountability transparency provisions emergency_economic_stabilization_act requires monthly reports congress recipients assistance collateral provided requires intended recipient assistance receiving funds agree writing specified conditions monthly reports congress access financial entity relevant personnel data limits executive compensation prohibitions bonuses recipient highly compensated employees prohibitions use assistance entertainment lobbying expenditures sale divestiture passenger aircraft considers violation agreement default recipient obligation directs attorney general establish taxpayer protection prosecution task_force investigate prosecute financial fraud contributed collapse financial markets seek recover ill gains recommendations extending statute limitation complex financial fraud establishes financial market investigation reform commission report causes collapse nation financial system credit crisis report extent federal entities information reckless financial practices posed threat financial system build investigations congressional committees federal banking agencies avoid duplication effort report president congress recommendations prevent similar crisis future


Summary: Derivatives Trading Integrity Act of 2009 - Amends the Commodity Exchange Act to: (1) repeal the exemption or exclusion from regulation by the Commodity Futures Trading Commission (CFTC) of specified derivative transactions, swap transactions, and related electronic trading facilities; (2) restrict futures trading to contract markets or derivatives transaction execution facilities; and (3) abolish exempt boards of trade.

derivatives trading integrity act amends commodity_exchange_act repeal exemption exclusion regulation commodity_futures_trading_commission cftc specified derivative transactions swap transactions related electronic trading facilities restrict futures trading contract markets derivatives transaction execution facilities abolish exempt boards trade


Summary: Hedge Fund Transparency Act - Amends the Investment Company Act of 1940, Securities Act of 1933, the Securities Exchange Act of 1934, and the Internal Revenue Code to convert exceptions to the definition of an investment company into exemptions from mandatory registration as one. Exempts an investment company with assets, or assets under management, of at least $50 million from ordinary registration and filing requirements only if that company: (1) registers with the Securities and Exchange Commission (SEC); (2) files with the SEC a specified annual electronic information form, made available to the public, concerning ownership structure, investors, primary accountant and broker, and current assets value; (3) maintains such books and records as the SEC may require; and (4) cooperates with any request for information or examination by the SEC. Requires any investment company meeting such exemption requirements to establish an anti-money laundering program, according to rules prescribed by the Secretary of the Treasury, and report suspicious transactions. Requires such rules to require exempted investment companies to use risk-based due diligence policies, procedures, and controls reasonably designed to ascertain the identity of, and evaluate, any foreign person that supplies funds, or plans to supply funds, to be invested with the investment company's advice or assistance. Requires such rules also to require exempted investment companies to comply with the same requirements as other financial institutions for producing records requested by a federal regulator, particularly within 120 hours of receiving such a request.

hedge fund transparency act_-_amends investment company act securities act securities_exchange_act internal_revenue_code convert exceptions definition investment company exemptions mandatory registration exempts investment company assets assets management million ordinary registration filing requirements company registers securities_and_exchange_commission sec files sec specified annual electronic information form available public concerning ownership structure investors primary accountant broker current assets value maintains books records sec require request information examination sec requires investment company meeting exemption requirements establish anti money laundering program according rules prescribed secretary treasury report suspicious transactions requires rules require exempted investment companies use risk based diligence policies procedures controls reasonably designed ascertain identity evaluate foreign person supplies funds plans supply funds invested investment company advice assistance requires rules require exempted investment companies comply requirements financial institutions producing records requested federal regulator particularly hours receiving request


Summary: Directs the Securities and Exchange Commission (SEC) to take specified actions to regulate short sales of securities, including: (1) reinstating regulations in effect on July 5, 2007, prohibiting short sales of securities unless the previous price movement on such securities had been upward (the uptick rule); (2) rescinding the prohibition against applying certain price tests to short sales; (3) requiring trades by short sellers to yield priority and preference to transactions effected by long sellers of securities; (4) prohibiting short sales of securities of financial institutions unless such trades are effected at a price (in minimum lots, as specified by the SEC) that is at least 5 cents higher than the immediately preceding transaction in such securities; and (5) issuing regulations that prohibit short sales unless the seller can demonstrate a legally enforceable right to deliver the securities at the required delivery date and that require all short sales to settle on the same time frame employed for long sales of the same securities.

directs securities_and_exchange_commission sec specified actions regulate short sales securities including reinstating regulations effect july prohibiting short sales securities previous price movement securities upward rule rescinding prohibition applying certain price tests short sales requiring trades short sellers yield priority preference transactions effected long sellers securities prohibiting short sales securities financial institutions trades effected price minimum lots specified sec cents higher immediately preceding transaction securities issuing regulations prohibit short sales seller demonstrate legally enforceable right deliver securities required delivery date require short sales settle time frame employed long sales securities