PolicyBrief
H.R. 3959
119th CongressJun 12th 2025
Protecting Private Job Creators Act
IN COMMITTEE

This bill permanently exempts fixed-income securities from the SEC's Rule 15c2-11 requirements concerning broker-dealer quotations to protect private job creators.

Troy Downing
R

Troy Downing

Representative

MT-2

LEGISLATION

New Bill Codifies SEC Exemption for Fixed-Income Securities, Shielding Bonds from Stock Market Rules

The “Protecting Private Job Creators Act” aims to permanently shield the fixed-income market—think bonds and corporate debt—from certain disclosure rules originally designed for the stock market. Specifically, the bill creates a statutory exception to the SEC’s Rule 15c2-11, ensuring that broker-dealers quoting prices for fixed-income securities don’t have to comply with the same information requirements that apply to over-the-counter (OTC) equity quotes (SEC. 3).

Essentially, this is Congress stepping in to make sure that the rules governing how stocks are traded don't accidentally gum up the works for bonds. The bill’s findings section argues that fixed-income markets are fundamentally different from stock markets and that applying the OTC stock rule to bonds would create unnecessary burdens for businesses trying to raise capital (SEC. 2).

Why Your 401(k) Cares About Bond Rules

Fixed-income securities are a massive market—it’s where companies, cities, and governments raise money by issuing debt. The bill defines “fixed-income security” broadly, covering standard notes, bonds, and certificates of deposit, and even including debt that can be swapped into stock (convertible bonds) or comes with stock warrants (SEC. 3).

For businesses, especially those that issue bonds privately under Rule 144A, this bill is about regulatory certainty and lower compliance costs. If they don't have to jump through the same hoops as a small OTC stock to get their bond prices quoted, it makes the process of raising capital faster and cheaper. This can translate into more liquidity in the bond market, which is generally good for the economy.

The Cost of Certainty: Less Visibility

While the bill reduces administrative headaches for issuers and dealers, it does so by removing a layer of required transparency. Rule 15c2-11 was designed to ensure that when a broker quotes a price for a security, there’s basic, public information available about the issuer. By permanently exempting fixed-income securities, the bill codifies a reduction in oversight for this segment of the market (SEC. 3).

For institutional investors—the big players like pension funds and insurance companies—who already have access to private information, this might not matter much. But for smaller, less sophisticated retail investors who might dabble in corporate bonds, removing this disclosure requirement means less mandated public information when checking quotes. The trade-off here is clear: market efficiency and lower costs versus public transparency. This bill prioritizes the former, arguing that the fixed-income market structure doesn't need the same level of public disclosure as the equity market.