H.R. 3574 - Stock Option Accounting Reform Act

COMMITTEE ACTION: REPORTED BY VOICE VOTE on Monday, July 19, 2004.
FLOOR ACTION: ADOPTED BY VOICE VOTE on Tuesday, July 20, 2004
MANAGERS: SESSIONS/HASTINGS (FL)
108th Congress
2nd Session

H. RES.725
[Report No. 108-616]

H.R. 3574 - Stock Option Accounting Reform Act

1. Structured rule.

2. Provides one hour of general debate equally divided and controlled by the chairman and ranking minority member of the Committee on Financial Services.

3. Waives all points of order against consideration of the bill.

4. Provides that the amendment in the nature of a substitute recommended by the Committee on Financial Services now printed in the bill shall be considered as an original bill for the purpose of amendment, and shall be considered as read.

5. Makes in order only those amendments printed in the Rules Committee report accompanying the resolution.

6. Provides that the amendments printed in the report may be considered only in the order printed in the report, may be offered only by a Member designated in the report, shall be considered as read, shall be debatable for the time specified in the report equally divided and controlled by the proponent and an opponent, shall not be subject to amendment, and shall not be subject to a demand for a division of the question in the House or in the Committee of the Whole.

7. Waives all points of order against the amendments printed in the report.

8. Provides one motion to recommit with or without instructions.

---------

RESOLUTION

Resolved, That at any time after the adoption of this resolution the Speaker may, pursuant to clause 2(b) of rule XVIII, declare the House resolved into the Committee of the Whole House on the state of the Union for consideration of the bill (H.R. 3574) to require the mandatory expensing of stock options granted to executive officers, and for other purposes. The first reading of the bill shall be dispensed with. All points of order against consideration of the bill are waived. General debate shall be confined to the bill and shall not exceed one hour equally divided and controlled by the chairman and ranking minority member of the Committee on Financial Services. After general debate the bill shall be considered for amendment under the five-minute rule. It shall be in order to consider as an original bill for the purpose of amendment under the five-minute rule the amendment in the nature of a substitute recommended by the Committee on Financial Services now printed in the bill. The committee amendment in the nature of a substitute shall be considered as read. No amendment to the committee amendment in the nature of a substitute shall be in order except those printed in the report of the Committee on Rules accompanying this resolution. Each such amendment may be offered only in the order printed in the report, may be offered only by a Member designated in the report, shall be considered as read, shall be debatable for the time specified in the report equally divided and controlled by the proponent and an opponent, shall not be subject to amendment, and shall not be subject to a demand for division of the question in the House or in the Committee of the Whole. All points of order against such amendments are waived. At the conclusion of consideration of the bill for amendment the Committee shall rise and report the bill to the House with such amendments as may have been adopted. Any Member may demand a separate vote in the House on any amendment adopted in the Committee of the Whole to the bill or to the committee amendment in the nature of a substitute. The previous question shall be considered as ordered on the bill and amendments thereto to final passage without intervening motion except one motion to recommit with or without instructions.


SUMMARY OF AMENDMENTS MADE IN ORDER

Oxley #5
Manager's Amendment.
Clarifies the original intent of the bill to ensure that any company that wishes to voluntarily expense stock options in certain filings required under the securities laws may do so. (10 minutes)

Sherman #1
Eliminates the requirement in the bill that an assumption of zero volatility be used when calculating the value of stock option expense for the top-five executives. (10 minutes)

Maloney #3
Preserves the authority of the Securities and Exchange Commission (SEC) to establish accounting principles or standards on its own initiative as the SEC deems necessary in the public interest or for the protection of investors. It is intended to preserve the SEC's ability to prescribe the contents of public filings. (10 minutes)

Kanjorski/Castle #2
Amendment in the Nature of a Substitute.
Includes findings concerning the SEC authority over standard setting, the importance of the Financial Accounting Standards Board (FASB) independence and credible accounting standards to the economy and investors, the recent actions of Congress in Sarbanes-Oxley to strengthen the standard-setting process, the comparative advantage provided to the U.S. by high quality accounting standards, and the damage to the standard-setting process of legislative pre-emption. Includes a sense of the Congress that preserving the integrity of the accounting standard-setting process and FASB independence is crucial to the financial reporting system and markets and that the SEC should be permitted to adopt new standards without Congressional intervention. Directs the SEC to oversee the process of setting standards for equity-based compensation to ensure that all comments are appropriately reviewed and that any modifications necessary to insure the highest quality accounting standards are adopted. (20 minutes)

TEXT OF THE AMENDMENTS(.pdf)

1. Oxley #5

2. Sherman #1

3. Maloney #3