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PUBLIC LAW 111–203—JULY 21, 2010 124 STAT. 1883

‘‘(A) the establishment, maintenance, and enforcement
of policies and procedures for determining credit ratings;
‘‘(B) the establishment, maintenance, and enforcement
of policies and procedures to address, manage, and disclose
any conflicts of interest;
‘‘(C) the effectiveness of the internal control system
with respect to policies and procedures for determining
credit ratings; and
‘‘(D) the compensation and promotion policies and prac-
tices of the nationally recognized statistical rating organiza-
tion.
‘‘(4) TREATMENT OF NRSRO SUBSIDIARIES.—If a nationally
recognized statistical rating organization is a subsidiary of a
parent entity, the board of the directors of the parent entity
may satisfy the requirements of this subsection by assigning
to a committee of such board of directors the duties under
paragraph (3), if—
‘‘(A) at least 1⁄2 of the members of the committee
(including the chairperson of the committee) are inde-
pendent, as defined in this section; and
‘‘(B) at least 1 member of the committee is a user
of ratings from a nationally recognized statistical rating
organization.
‘‘(5) EXCEPTION AUTHORITY.—If the Commission finds that
compliance with the provisions of this subsection present an
unreasonable burden on a small nationally recognized statis-
tical rating organization, the Commission may permit the
nationally recognized statistical rating organization to delegate
such responsibilities to a committee that includes at least one
individual who is a user of ratings of a nationally recognized
statistical rating organization.’’.
(b) CONFORMING AMENDMENT.—Section 3(a)(62) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78c(a)(62)) is amended by
striking subparagraph (A) and redesignating subparagraphs (B)
and (C) as subparagraphs (A) and (B), respectively.

SEC. 933. STATE OF MIND IN PRIVATE ACTIONS.
(a) ACCOUNTABILITY.—Section 15E(m) of the Securities
Exchange Act of 1934 (15 U.S.C. 78o–7(m)) is amended to read
as follows:
‘‘(m) ACCOUNTABILITY.—
‘‘(1) IN GENERAL.—The enforcement and penalty provisions Applicability.
of this title shall apply to statements made by a credit rating
agency in the same manner and to the same extent as such
provisions apply to statements made by a registered public
accounting firm or a securities analyst under the securities
laws, and such statements shall not be deemed forward-looking
statements for the purposes of section 21E.
‘‘(2) RULEMAKING.—The Commission shall issue such rules
as may be necessary to carry out this subsection.’’.
(b) STATE OF MIND.—Section 21D(b)(2) of the Securities
Exchange Act of 1934 (15 U.S.C. 78u–4(b)(2)) is amended—
(1) by striking ‘‘In any’’ and inserting the following:

LAWS ‘‘(A) IN GENERAL.—Except as provided in subparagraph (B), in any’’; and (2) by adding at the end the following:PUBLIC with on anorris VerDate Nov 24 2008 03:41 Aug 28, 2010 Jkt 089139 PO 00203 Frm 00509 Fmt 6580 Sfmt 6581 E:\PUBLAW\PUBL203.111 GPO1 PsN: PUBL203