On June 12, 2025, Representative Troy Downing (R-MT) introduced H.R. 3959, the “Protecting Private Job Creators Act.” The bipartisan bill, co-sponsored by Representative Cleo Fields (D-LA), would categorically exempt quotations of all fixed-income securities from the disclosure and information-review obligations of Rule 15c2‑11 under the Securities Exchange Act of 1934, as amended.
A Refresher on Rule 15c2-11
For five decades, the Securities and Exchange Commission (“SEC”) and market participants operated under the shared understanding that the rule did not apply to (or at least would not be enforced in connection with) fixed-income products. However, in September 2020, the SEC amended Rule 15c2-11 to modernize it. Shortly thereafter, as we have previously blogged, the SEC Staff issued a series of no-action letters on September 24, 2021, December 16, 2021; and November 30, 2022 that indicated that, absent additional extensions or relief, the SEC would read the rule to cover fixed-income quotations beginning January 4, 2025. The market quickly raised alarms about the harms and costs, particularly to non-reporting issuers, of applying the rule to fixed-income products. In response, the SEC subsequently granted time-limited exemptions—and, most notably, blanket relief for fixed-income securities sold in compliance with Rule 144A on October 30, 2023, and broader relief for certain fixed-income instruments on November 22, 2024. Although these orders alleviated some of the market’s concerns, market participants remain concerned that enforcement of Rule 15c2-11 could return in full force if the SEC decides to modify, revoke or supersede these exemptive orders in the future.
What H.R. 3959 Would Do
The four-page bill lays out a roadmap that makes the case for implementing a permanent carve-out for all fixed-income securities from Rule 15c2-11. The bill discusses the legislative history of the rule and notes that the SEC’s 2020 amendments relied on an economic analysis of OTC equity markets and not debt markets, which “are different in structure and function” from equity and “are critical to the ability of thousands of businesses to raise capital.” Further, the bill argues that the SEC’s pivot to interpret Rule 15c2-11 as applicable to fixed-income securities was done “without a rule-making process.” The bill also notes that the successive exemptive orders issued by the SEC since its pivot demonstrate that the SEC believes that excluding fixed-income securities from the rule is “appropriate in the public interest, and consistent with the protection of investors.” Therefore, taken together, the bill notes that a formal statutorily-enacted exemption for fixed‑income securities is both justified and necessary.
Industry Reaction and Next Steps
Representative Downing’s June 13, 2025 press release announcing H.R. 3959 notes widespread support, including from the Securities Industry and Financial Markets Association (SIFMA), National Association of Manufacturers, American Securities Association, Investment Adviser Association, CRE Finance Council, U.S. Chamber of Commerce, Loan Syndications and Trading Association, Structured Finance Association, Bond Dealers of America, Investment Company Institute, and Managed Funds Association.
H.R. 3959 has been referred to the House Committee on Financial Services. Once considered and approved by the committee, the bill will be reported to the full House floor for a vote, after which the bill will go to the Senate and then the President for approval before it can become law. Given the bipartisan sponsorship and broad industry backing, the bill enjoys momentum. However, the timing for legislative approval is always unpredictable. Observers should keep an eye out for any SEC activity since the SEC may decide on its own to extend or expand relief for fixed-income securities.