II
119THCONGRESS
1
STSESSION S. 1356
To amend the Securities Exchange Act of 1934 to require national securities
exchanges to identify issuers that are consolidated variable interest enti-
ties, and for other purposes.
IN THE SENATE OF THE UNITED STATES
APRIL8, 2025
Mr. S
COTTof Florida (for himself and Mrs. SHAHEEN) introduced the fol-
lowing bill; which was read twice and referred to the Committee on Bank-
ing, Housing, and Urban Affairs
A BILL
To amend the Securities Exchange Act of 1934 to require
national securities exchanges to identify issuers that are
consolidated variable interest entities, and for other pur-
poses.
Be it enacted by the Senate and House of Representa-1
tives of the United States of America in Congress assembled, 2
SECTION 1. SHORT TITLE. 3
This Act may be cited as the ‘‘Trading and Investing 4
with Clear Knowledge and Expectations about Risk Act’’ 5
or the ‘‘TICKER Act’’. 6
SEC. 2. SENSE OF CONGRESS. 7
It is the sense of Congress that— 8
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•S 1356 IS
(1) variable interest entities based in foreign ju-1
risdictions, including the People’s Republic of China, 2
pose a specific and significant risk to investors in 3
the United States, including because investors that 4
purchase shares of those entities— 5
(A) have no equity or direct ownership in-6
terest; and 7
(B) lack legal recourse; and 8
(2) investors in the United States should more 9
clearly be made aware of the risk described in para-10
graph (1) in a transparent, easily accessible, and 11
standardized manner that is recognizable to all per-12
sons that have invested, or seek to invest, in entities 13
that are described in that paragraph and are listed 14
on exchanges in the United States, such as through 15
clearly visible warning indicators on ticker symbols 16
and other company symbols used by those ex-17
changes. 18
SEC. 3. IDENTIFICATION OF RISK WITH RESPECT TO CER-19
TAIN ENTITIES. 20
(a) D
EFINITIONS.—In this section— 21
(1) the terms ‘‘broker’’, ‘‘dealer’’, ‘‘exchange’’, 22
and ‘‘security’’ have the meanings given those terms 23
in section 3(a) of the Securities Exchange Act of 24
1934 (15 U.S.C. 78c(a)); 25
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(2) the term ‘‘Commission’’ means the Securi-1
ties and Exchange Commission; 2
(3) the term ‘‘covered entity’’ means a consoli-3
dated variable interest entity; 4
(4) the term ‘‘national securities exchange’’ 5
means an exchange that is registered as a national 6
securities exchange pursuant to section 6 of the Se-7
curities Exchange Act of 1934 (15 U.S.C. 78f), as 8
amended by subsection (b) of this section; and 9
(5) the term ‘‘variable interest entity’’ has the 10
meaning given the term under generally accepted ac-11
counting principles. 12
(b) R
EQUIREMENTS.— 13
(1) N
ATIONAL SECURITIES EXCHANGES .— 14
(A) I
N GENERAL.—Section 6(b) of the Se-15
curities Exchange Act of 1934 (15 U.S.C. 16
78f(b)) is amended by adding at the end the 17
following: 18
‘‘(11)(A) In this paragraph, the term ‘covered 19
entity’ has the meaning given the term in section 20
3(a) of the Trading and Investing with Clear Knowl-21
edge and Expectations about Risk Act. 22
‘‘(B) The rules of the exchange require the 23
identification of each covered entity, the securities of 24
which are listed on the exchange, as a covered entity 25
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•S 1356 IS
in the symbol for the covered entity used on the ex-1
change.’’. 2
(B) E
FFECTIVE DATE; APPLICABILITY.— 3
The amendment made by subparagraph (A) 4
shall— 5
(i) take effect on the date that is 180 6
days after the date of enactment of this 7
Act; and 8
(ii) apply with respect to a covered en-9
tity, the securities of which are listed on a 10
national securities exchange on or after the 11
date that is 180 days after the date of en-12
actment of this Act. 13
(2) B
ROKERS AND DEALERS .—Beginning not 14
later than 180 days after the date of enactment of 15
this Act, the Commission shall require brokers and 16
dealers to provide warnings to investors investing in 17
covered entities that those investors may lack legal 18
recourse with respect to such an investment. 19
Æ
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