This report examines legislation that would establish an advisory committee to provide guidance on matters affecting publicly traded companies and capital markets. The committee would help ensure that regulations and policies consider the perspectives and concerns of major corporations and investors. The Financial Services Committee reviewed this bill to assess its potential impact on business competitiveness and the overall health of U.S. financial markets.
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House Report 119-557 - PUBLIC COMPANY ADVISORY COMMITTEE ACT OF 2026
[House Report 119-557]
[From the U.S. Government Publishing Office]
119th Congress } { Report
HOUSE OF REPRESENTATIVES
2d Session } { 119-557
======================================================================
PUBLIC COMPANY ADVISORY COMMITTEE ACT OF 2026
_______
March 19, 2026.--Committed to the Committee of the Whole House on the
State of the Union and ordered to be printed
_______
Mr. Hill of Arkansas, from the Committee on Financial Services,
submitted the following
R E P O R T
together with
MINORITY VIEWS
[To accompany H.R. 6967]
[Including cost estimate of the Congressional Budget Office]
The Committee on Financial Services, to whom was referred
the bill (H.R. 6967) to amend the Securities Exchange Act of
1934 to establish within the Securities and Exchange Commission
the Public Company Advisory Committee, and for other purposes,
having considered the same, reports favorably thereon with an
amendment and recommends that the bill as amended do pass.
CONTENTS
Page
Purpose and Summary.............................................. 3
Background and Need for Legislation.............................. 3
Committee Consideration.......................................... 4
Related Hearings................................................. 4
Committee Votes.................................................. 4
Committee Oversight Findings..................................... 7
Performance Goals and Objectives................................. 7
Committee Cost Estimate.......................................... 7
New Budget Authority and CBO Cost Estimate....................... 7
Unfunded Mandates Statement...................................... 8
Earmark Statement................................................ 8
Federal Advisory Committee Act Statement......................... 8
Applicability to the Legislative Branch.......................... 8
Duplication of Federal Programs.................................. 9
Section-by-Section Analysis of the Legislation................... 9
Changes in Existing Law Made by the Bill, as Reported............ 9
Minority Views................................................... 12
The amendment is as follows:
Strike all after the enacting clause and insert the
following:
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Public Company Advisory Committee Act
of 2026''.
SEC. 2. PUBLIC COMPANY ADVISORY COMMITTEE.
The Securities Exchange Act of 1934 is amended by inserting after
section 40 (15 U.S.C. 78qq) the following:
``SEC. 40A. PUBLIC COMPANY ADVISORY COMMITTEE.
``(a) Establishment and Purpose.--
``(1) Establishment.--There is established within the
Commission the Public Company Advisory Committee (referred to
in this section as the `Committee').
``(2) Purpose.--The Committee shall--
``(A) provide the Commission with advice on the
rules, regulations, and policies of the Commission with
regard to the Commission's mission of protecting
investors, maintaining fair, orderly, and efficient
markets, and facilitating capital formation, as they
relate to--
``(i) existing and emerging regulatory
priorities of the Commission;
``(ii) issues relating to the public
reporting and corporate governance of public
companies;
``(iii) issues relating to the proxy process
for shareholder meetings held by public
companies;
``(iv) issues relating to trading in the
securities of public companies; and
``(v) issues relating to capital formation;
``(B) not provide any advice with respect to any
policies, practices, actions, or decisions concerning
the Commission's enforcement program; and
``(C) submit to the Commission such findings and
recommendations as the Committee determines are
appropriate, including recommendations for proposed
regulatory and legislative changes.
``(b) Membership.--
``(1) In general.--The membership of the Committee shall be
not fewer than 10, and not more than 20, members appointed by
the Commission from among individuals who--
``(A) are officers, directors, or senior officials of
public companies registered with the Commission under
the Securities Act of 1933 and this Act, except for
those public companies that own asset management, fixed
income, investment advisory, broker-dealer, or proxy
services businesses;
``(B) are executives or other individuals with senior
managerial responsibility in business, professional,
trade, and industry associations that represent the
interests of such public companies; and
``(C) are professional advisers and service providers
to such public companies (including attorneys,
accountants, investment bankers, and financial
advisers).
``(2) Qualifications.--At least 50 percent of the Committee
membership shall be drawn from individuals who would qualify
for membership under paragraph (1)(A).
``(3) Term.--Each member of the Committee appointed under
paragraph (1) shall serve for a term of 4 years. Vacancies
among the members, whether caused by the resignation, death,
removal, expiration of a term, or otherwise, shall be filled
consistent with the Commission's procedures then in effect.
``(4) Staggered terms.--The members of the Committee shall
serve staggered terms, with half of the initial members of the
Committee each serving for 2 years and half serving for 4
years.
``(5) Members not on other advisory committees.--Public
companies and other organizations that are currently
represented on any other Commission Advisory Committee are not
eligible to have representatives also serve on the Public
Company Advisory Committee.
``(6) Members not commission employees.--Members appointed
under paragraph (1) shall not be considered to be employees or
agents of the Commission solely because of membership on the
Committee.
``(c) Chair; Vice Chair; Secretary; Assistant Secretary.--
``(1) In general.--The members of the Committee shall elect,
from among the members of the Committee--
``(A) a Chair;
``(B) a Vice Chair;
``(C) a Secretary; and
``(D) an Assistant Secretary.
``(2) Term.--Each member elected under paragraph (1) shall
serve for a term of 2 years in the capacity the member was
elected under paragraph (1).
``(3) Subcommittees.--The Chair may create subcommittees that
hold public or non-public meetings and provide recommendations
to the full Committee.
``(d) Meetings.--
``(1) Frequency of meetings.--The Committee shall meet--
``(A) not less frequently than twice annually, at the
call of the chair of the Committee; and
``(B) from time to time, at the call of the
Commission.
``(2) Notice.--The Chair of the Committee shall give the
members of the Committee written notice of each meeting, not
later than 2 weeks before the date of the meeting.
``(e) Staff.--The Commission shall make available to the Committee
such staff as the Chair of the Committee determines are necessary to
carry out this section.
``(f) Review by Commission.--The Commission shall--
``(1) review the findings and recommendations of the
Committee; and
``(2) each time the Committee submits a finding or
recommendation to the Commission, promptly issue a public
statement--
``(A) assessing the finding or recommendation of the
Committee; and
``(B) disclosing the action, if any, the Commission
intends to take with respect to the finding or
recommendation.
``(g) Committee Findings.--Nothing in this section shall require the
Commission to agree to or act upon any finding or recommendation of the
Committee.
``(h) Nonapplicability of FACA.--Chapter 10 of part I of title 5,
United States Code, shall not apply to the Committee and the activities
of the Committee.''.
Purpose and Summary
H.R. 6967, the Public Company Advisory Committee Act of
2026, was introduced on January 7, 2026, by Republican
Representative Frank Lucas (OK-03). This legislation amends the
Securities Exchange Act of 1934 to establish within the
Securities and Exchange Commission (SEC), the Public Company
Advisory Committee.
Background and Need for Legislation
Public companies are among the few SEC registrants which
are not represented by an advisory committee at the Commission.
The SEC currently has an Investor Advisory Committee and a
Small Business Capital Formation Advisory Committee. Meanwhile,
issuers do not have a formal body to collect feedback and make
recommendations to the Commission on their behalf.
By creating a Public Company Advisory Committee, the SEC
will enhance its focus on existing and emerging regulatory
priorities, public reporting and corporate governance, the
proxy process, market trading, and capital formation. The
advisory committee will help the Commission understand the
real-world costs of disclosure mandates and identify ways to
make U.S. markets more competitive for new issuers. Beyond
capital formation, the committee will offer expertise on
critical issues such as proxy reform, shareholder activism, and
the operational impacts of artificial intelligence (AI),
ensuring that regulation keeps pace with technological
developments and market shifts. This committee will equip the
SEC with the technical expertise and operational insights
required to foster a balanced, efficient, and modernized
regulatory environment.
Committee Consideration
119TH CONGRESS
On January 7, 2026, Representative Lucas introduced H.R.
6967, the Public Company Advisory Committee Act of 2025, with
Representative Brittany Pettersen (D-CO) as original cosponsor.
The bill was referred solely to the Committee on Financial
Services. A discussion draft version of this bill was attached
to the September 10, 2025, full Committee hearing titled,
``Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to
Protect Shareholder Value.''
On January 22, 2026, the Committee on Financial Services
met in open session to consider, among others, H.R. 6967. The
Committee ordered H.R. 6967, as amended, to be reported with a
favorable recommendation to the House of Representatives.
118TH CONGRESS
On July 14, 2023, Representative Lucas introduced H.R.
4652, the Public Company Advisory Committee Act of 2023. This
bill is an earlier iteration of H.R. 6967. The bill was
referred solely to the Committee on Financial Services. H.R.
4652 was subsequently incorporated into H.R. 4790, the
Prioritizing Economic Growth Over Woke Policies Act, which the
Committee ordered to be favorably reported, as amended, to the
House of Representatives on December 22, 2023. On November 19,
2023, the House passed H.R. 4790 by vote of 215 to 203. The
bill was received in the Senate and referred to the Committee
on Banking, Housing and Urban Affairs. There was no further
action on the bill in the 118th Congress.
Related Hearings
Pursuant to clause 3(c)(6) of rule XIII of the Rules of the
House of Representatives, the following hearing was used to
develop H.R. 6967:
On September 10, 2025, the Committee on Financial Services
held a hearing titled, ``Proxy Power and Proposal Abuse:
Reforming Rule 14a-8 to Protect Shareholder Value.'' The
Committee heard testimony from: Mr. James Copland, Senior
Fellow & Director of Legal Policy, Manhattan Institute; Mrs.
Ferrell Keel, Partner, Jones Day; Mr. Ron Mueller, Partner,
Gibson Dunn & Crutcher LLP; Mr. Brad Lander, Comptroller, City
of New York.
Committee Votes
Clause 3(b) of rule XIII of the Rules of the House of
Representatives requires the Committee Report to include record
votes on the motion to report legislation and amendments
thereto.
On January 22, 2026, the Committee ordered H.R. 6967, as
amended, to be reported with a favorable recommendation to the
House by a recorded vote of 39 yeas and 15 nays, a quorum being
present. (Record Vote No. FC-241).
Before the question to report was called, the Committee
adopted an amendment in the nature of a substitute, designated
LUCAS_023, offered by Representative Lucas, removed language
which entitled Committee members to receive compensation and
travel expenses for the performance of services for the
Committee. The amendment was adopted by voice vote.
[GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]
Committee Oversight Findings
Pursuant to clause 3(c) of rule XIII of the Rules of the
House of Representatives, the findings and recommendations of
the Committee, based on oversight activities under clause
2(b)(1) of rule X of the Rules of the House of Representatives
are incorporated in the descriptive portions of this report.
Performance Goals and Objectives
Pursuant to clause 3(c)(4) of rule XIII of the Rules of the
House of Representatives, the goal of H.R. 6967 is to give the
SEC the expert tools and practical insights needed for a more
efficient regulatory environment that considers the impact of
regulations on market participants.
Committee Cost Estimate
Clause 3(d)(1) of rule XIII of the Rules of the House of
Representatives requires an estimate and a comparison of the
costs that would be incurred in carrying out H.R. 6967. Clause
3(d)(2)(B) of that Rule provides that this requirement does not
apply when, as with the present report, the Committee adopts as
its own the cost estimate for the bill prepared by the Director
of the Congressional Budget Office.
New Budget Authority and CBO Cost Estimate
With respect to the requirements of clause 3(c)(2) of rule
XIII of the Rules of the House of Representatives and section
308(a) of the Congressional Budget Act of 1974 and with respect
to requirements of clause 3(c)(3) of rule XIII of the Rules of
the House of Representatives and section 402 of the
Congressional Budget Act of 1974, the Committee adopts as its
own the cost estimate for the bill prepared by the Director of
the Congressional Budget Office.
[GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]
H.R. 6967 would require the Securities and Exchange
Commission (SEC) to establish a Public Company Advisory
Committee composed of senior officers of public companies
registered with the SEC and members of trade associations and
other professional advisors. The committee would make internal
recommendations on regulatory priorities, corporate governance,
and capital formation. The bill also would direct the SEC to
analyze the committee's findings and publicly disclose what
actions, if any, the commission intends to implement.
CBO estimates that implementing H.R. 6967 would cost less
than $500,000 over the 2026-2031 period. Because the SEC is
authorized to collect fees each year to offset its annual
appropriation, CBO expects that the net effect on discretionary
spending over the 2026-2031 period would be negligible,
assuming appropriation actions consistent with that authority.
If the SEC increases fees to offset the costs associated
with implementing the bill, H.R. 6967 would increase the cost
of an existing mandate on private entities required to pay
those assessments. CBO estimates that the incremental cost of
the mandate would be small and would fall well below the annual
threshold for private-sector mandates established in the
Unfunded Mandates Reform Act (UMRA) ($214 million in 2026,
adjusted annually for inflation).
H.R. 6967 contains no intergovernmental mandates as defined
in UMRA.
The CBO staff contacts for this estimate are Sean
Christensen (for federal costs) and Rachel Austin (for
mandates). The estimate was reviewed by H. Samuel Papenfuss,
Deputy Director of Budget Analysis.
Phillip L. Swagel,
Director, Congressional Budget Office.
Unfunded Mandates Statement
Pursuant to Section 423 of the Congressional Budget and
Impoundment Control Act of 1974, Pub. L. No. 93-344 (as amended
by Section 101(a)(2) of the Unfunded Mandates Reform Act of
1995, Pub. L. No. 104-4), the Committee adopts as its own the
cost estimate prepared by the Director of the Congressional
Budget Office (CBO) pursuant to section 402 of the
Congressional Budget and Impoundment Control Act of 1974.
Earmark Statement
In compliance with clause 9 of rule XXI of the Rules of the
House of Representatives, this bill, as reported, contains no
congressional earmarks, limited tax benefits, or limited tariff
benefits as defined in clause 9(e), 9(f), or 9(g) of rule XXI.
Federal Advisory Committee Act Statement
No advisory committees within the meaning of section 5(b)
of the Federal Advisory Committee Act were created by this
legislation.
Applicability to the Legislative Branch
The Committee finds that the legislation does not relate to
the terms and conditions of employment or access to public
services or accommodations within the meaning of section
102(b)(3) of the Congressional Accountability Act.
Duplication of Federal Programs
Pursuant to clause 3(c)(5) of rule XIII of the Rules of the
House of Representatives, the Committee states that no
provision of the bill establishes or reauthorizes a program of
the Federal Government known to be duplicative of another
Federal program, including any program that was included in a
report to Congress pursuant to section 21 of the Public Law
111-139 or the most recent Catalog of Federal Domestic
Assistance.
Section-by-Section Analysis of the Legislation
Section 1. Short title
Section 1 provides the short title is the ``Public Company
Advisory Committee Act of 2026''.
Section 2. Public Company Advisory Committee
Section 2 amends the Securities Exchange Act of 1934 be
establishing a Public Company Advisory Committee and outlining
the specifics of its purpose, membership, qualifications,
terms, leadership, Subcommittees, meetings, staff, Commission
review, and Committee findings.
Changes in Existing Law Made by the Bill, as Reported
In compliance with clause 3(e) of rule XIII of the Rules of
the House of Representatives, changes in existing law made by
the bill, as reported, are shown as follows (new matter is
printed in italics and existing law in which no change is
proposed is shown in roman):
SECURITIES EXCHANGE ACT OF 1934
TITLE I--REGULATION OF SECURITIES EXCHANGES
* * * * * * *
SEC. 40A. PUBLIC COMPANY ADVISORY COMMITTEE.
(a) Establishment and Purpose.--
(1) Establishment.--There is established within the
Commission the Public Company Advisory Committee
(referred to in this section as the ``Committee'').
(2) Purpose.--The Committee shall--
(A) provide the Commission with advice on the
rules, regulations, and policies of the
Commission with regard to the Commission's
mission of protecting investors, maintaining
fair, orderly, and efficient markets, and
facilitating capital formation, as they relate
to--
(i) existing and emerging regulatory
priorities of the Commission;
(ii) issues relating to the public
reporting and corporate governance of
public companies;
(iii) issues relating to the proxy
process for shareholder meetings held
by public companies;
(iv) issues relating to trading in
the securities of public companies; and
(v) issues relating to capital
formation;
(B) not provide any advice with respect to
any policies, practices, actions, or decisions
concerning the Commission's enforcement
program; and
(C) submit to the Commission such findings
and recommendations as the Committee determines
are appropriate, including recommendations for
proposed regulatory and legislative changes.
(b) Membership.--
(1) In general.--The membership of the Committee
shall be not fewer than 10, and not more than 20,
members appointed by the Commission from among
individuals who--
(A) are officers, directors, or senior
officials of public companies registered with
the Commission under the Securities Act of 1933
and this Act, except for those public companies
that own asset management, fixed income,
investment advisory, broker-dealer, or proxy
services businesses;
(B) are executives or other individuals with
senior managerial responsibility in business,
professional, trade, and industry associations
that represent the interests of such public
companies; and
(C) are professional advisers and service
providers to such public companies (including
attorneys, accountants, investment bankers, and
financial advisers).
(2) Qualifications.--At least 50 percent of the
Committee membership shall be drawn from individuals
who would qualify for membership under paragraph
(1)(A).
(3) Term.--Each member of the Committee appointed
under paragraph (1) shall serve for a term of 4 years.
Vacancies among the members, whether caused by the
resignation, death, removal, expiration of a term, or
otherwise, shall be filled consistent with the
Commission's procedures then in effect.
(4) Staggered terms.--The members of the Committee
shall serve staggered terms, with half of the initial
members of the Committee each serving for 2 years and
half serving for 4 years.
(5) Members not on other advisory committees.--Public
companies and other organizations that are currently
represented on any other Commission Advisory Committee
are not eligible to have representatives also serve on
the Public Company Advisory Committee.
(6) Members not commission employees.--Members
appointed under paragraph (1) shall not be considered
to be employees or agents of the Commission solely
because of membership on the Committee.
(c) Chair; Vice Chair; Secretary; Assistant Secretary.--
(1) In general.--The members of the Committee shall
elect, from among the members of the Committee--
(A) a Chair;
(B) a Vice Chair;
(C) a Secretary; and
(D) an Assistant Secretary.
(2) Term.--Each member elected under paragraph (1)
shall serve for a term of 2 years in the capacity the
member was elected under paragraph (1).
(3) Subcommittees.--The Chair may create
subcommittees that hold public or non-public meetings
and provide recommendations to the full Committee.
(d) Meetings.--
(1) Frequency of meetings.--The Committee shall
meet--
(A) not less frequently than twice annually,
at the call of the chair of the Committee; and
(B) from time to time, at the call of the
Commission.
(2) Notice.--The Chair of the Committee shall give
the members of the Committee written notice of each
meeting, not later than 2 weeks before the date of the
meeting.
(e) Staff.--The Commission shall make available to the
Committee such staff as the Chair of the Committee determines
are necessary to carry out this section.
(f) Review by Commission.--The Commission shall--
(1) review the findings and recommendations of the
Committee; and
(2) each time the Committee submits a finding or
recommendation to the Commission, promptly issue a
public statement--
(A) assessing the finding or recommendation
of the Committee; and
(B) disclosing the action, if any, the
Commission intends to take with respect to the
finding or recommendation.
(g) Committee Findings.--Nothing in this section shall
require the Commission to agree to or act upon any finding or
recommendation of the Committee.
(h) Nonapplicability of FACA.--Chapter 10 of part I of title
5, United States Code, shall not apply to the Committee and the
activities of the Committee.
* * * * * * *
MINORITY VIEWS
This bill would establish a Public Company Advisory
Committee within the SEC, which would be comprised of directors
and officers, trade association executives, and professional
advisers and service providers including attorneys, investment
bankers, accountants, and financial advisers. In doing so, this
bill would provide public companies with a team of in-house
lobbyists within the SEC that would advocate directly for their
own interests, rather than the interests of ordinary investors.
Public companies already retain sophisticated legal and
financial advisors that help them comply with the securities
laws and regulatory framework, and many employ outside lobbying
firms and trade associations that help them navigate this
landscape and petition the government on their behalf. While
the SEC does have an Office of the Advocate for Small Business
Capital Formation (OASB) to advocate for the interests of small
businesses, as well as an Office of the Investor Advocate
(OIAD) to represent investors, both groups writ large do not
have the same financial resources as public companies to afford
the advisors and consultants that the latter can and do retain.
To give an idea of the scope of how well public companies can
advocate for themselves within the SEC, SEC Chair Paul Atkins
took meetings with 16 public companies and 12 trade
associations between April and July 2025, compared to zero
meetings from small investors and small businesses.
The Committee has not considered this bill at a hearing
this Congress. It is also opposed by Americans for Financial
Reform and Ceres.
For these reasons, we oppose H.R. 6967.
Sincerely,
Maxine Waters,
Ranking Member.
Stephen F. Lynch,
Al Green,
Joyce Beatty,
Sylvia R. Garcia,
Nikema Williams,
Members of Congress.
[all]