II 

117TH CONGRESS 

2D SESSION S. 5097 

To provide protections for pensions in bankruptcy proceedings, and for other 

purposes. 

IN THE SENATE OF THE UNITED STATES 

NOVEMBER 15, 2022 

Mr. MANCHIN introduced the following bill; which was read twice and referred 

to the Committee on the Judiciary 

A BILL 

To provide protections for pensions in bankruptcy 

proceedings, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Stop Looting American 

5 Pensions Act of 2022’’ or the ‘‘SLAP Act’’. 

6 SEC. 2. AMENDMENTS TO THE EMPLOYEE RETIREMENT IN7 COME SECURITY ACT OF 1974 AND THE IN8 TERNAL REVENUE CODE OF 1986. 

9 (a) MINIMUM FUNDING STANDARD.— 


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1 (1) AMENDMENT TO THE EMPLOYEE RETIRE2 MENT INCOME SECURITY ACT OF 1974.—Section 

3 302(a) of the Employee Retirement Income Security 

4 Act of 1974 (29 U.S.C. 1082(a)) is amended by 

5 adding at the end the following: 

6 ‘‘(3) CASES UNDER TITLE 11.—A plan shall 

7 continue to be required to satisfy the minimum 

8 funding standard under paragraph (1) if a case 

9 under title 11, United States Code, is commenced 

10 with respect to the employer unless the Secretary of 

11 the Treasury has waived the requirements of this 

12 subsection with respect to the plan under subsection 

13 (c).’’. 

14 (2) AMENDMENT TO THE INTERNAL REVENUE

15 CODE OF 1986.—Section 412(a) of the Internal Rev16 enue Code of 1986 is amended by adding at the end 

17 the following: 

18 ‘‘(3) CASES UNDER TITLE 11.—A plan shall 

19 continue to be required to satisfy the minimum 

20 funding standard under paragraph (1) if a case 

21 under title 11, United States Code, is commenced 

22 with respect to the employer unless the Secretary 

23 has waived the requirements of this subsection with 

24 respect to the plan under subsection (c).’’. 


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1 (b) OBLIGATION TO CONTRIBUTE.—Section 4212 of 

2 the Employee Retirement Income Security Act of 1974 

3 (29 U.S.C. 1392) is amended by adding at the end the 

4 following: 

5 ‘‘(d) CASES UNDER TITLE 11.—A person shall be 

6 subject to an obligation to contribute under this part not7 withstanding the commencement of a case under title 11, 

8 United States Code, with respect to that person.’’. 

9 (c) OBLIGATION TO PAY WITHDRAWAL LIABILITY.— 

10 Section 4220(c) of the Employee Retirement Income Secu11 rity Act of 1974 (29 U.S.C. 1399(c)) is amended by add12 ing at the end the following: 

13 ‘‘(9) An employer shall be subject to an obliga14 tion to make payments of withdrawal liability under 

15 this section notwithstanding the commencement of a 

16 case under title 11, United States Code, with respect 

17 to the employer.’’. 

18 SEC. 3. ADMINISTRATIVE EXPENSES AND PRIORITIES IN 

19 BANKRUPTCY PROCEEDINGS. 

20 (a) ALLOWANCE OF ADMINISTRATIVE EXPENSES.— 

21 (1) IN GENERAL.—Section 503(b) of title 11, 

22 United States Code, is amended— 

23 (A) in paragraph (8)(B), by striking 

24 ‘‘and’’; 


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1 (B) in paragraph (9), by striking the pe2 riod at the end and inserting a semicolon; and 

3 (C) by adding at the end the following: 

4 ‘‘(10) unpaid minimum required contributions, 

5 as defined in section 302(c)(4)(C)(iii)(I) of the Em6 ployee Retirement Income Security Act of 1974 (29 

7 U.S.C. 1082(c)(4)(C)(iii)(I)) and section 4971(c)(4) 

8 of the Internal Revenue Code of 1986; and 

9 ‘‘(11) withdrawal liability determined under 

10 part 1 of subtitle E of title IV of the Employee Re11 tirement Income Security Act of 1974 (29 U.S.C. 

12 1381 et seq.), including any accelerated payment of 

13 such withdrawal liability under section 4219(c)(5) of 

14 the Employee Retirement Income Security Act of 

15 1974 (29 U.S.C. 1399(c)(5)).’’. 

16 (2) CONFORMING AMENDMENT RELATING TO

17 PRIORITIES.—Section 507(a)(5) of title 11, United 

18 States Code, is amended, in the matter preceding 

19 subparagraph (A), by inserting after ‘‘contributions 

20 to an employee benefit plan’’ the following: ‘‘, other 

21 than for unpaid minimum required contributions, as 

22 defined in section 302(c)(4)(C)(iii)(I) of the Em23 ployee Retirement Income Security Act of 1974 (29 

24 U.S.C. 1082(c)(4)(C)(iii)(I)) and section 4971(c)(4) 

25 of the Internal Revenue Code of 1986’’. 


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1 (b) INCREASED WAGE PRIORITY.—Section 507(a) of 

2 title 11, United States Code, is amended— 

3 (1) in paragraph (4), in the matter preceding 

4 subparagraph (A)— 

5 (A) by striking ‘‘$10,000’’ and inserting 

6 ‘‘$20,000’’; 

7 (B) by striking ‘‘within 180 days’’; and 

8 (C) by striking ‘‘or the date of the ces9 sation of the debtor’s business, whichever oc10 curs first,’’; and 

11 (2) in paragraph (5)— 

12 (A) in subparagraph (A)— 

13 (i) by striking ‘‘within 180 days’’; and 

14 (ii) by striking ‘‘or the date of the 

15 cessation of the debtor’s business, which16 ever occurs first’’; and 

17 (B) by striking subparagraph (B) and in18 serting the following: 

19 ‘‘(B) for each such plan, to the extent of 

20 the number of employees covered by each such 

21 plan, multiplied by $20,000.’’. 

22 SEC. 4. AUTOMATIC STAY IN BANKRUPTCY PROCEEDINGS. 

23 Section 362(b) of title 11, United States Code, is 

24 amended— 


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1 (1) in paragraph (28), by striking ‘‘and’’ at the 

2 end; 

3 (2) in paragraph (29), by striking the period at 

4 the end and inserting ‘‘; and’’; and 

5 (3) by inserting after paragraph (29) the fol6 lowing: 

7 ‘‘(29) under subsection (a) of this section, the 

8 commencement or continuation of an action or pro9 ceeding by the Director of the Pension Benefits 

10 Guaranty Corporation to enforce the minimum 

11 standard under section 303(k) of the Employment 

12 Retirement Income Security Act of 1974 (29 U.S.C. 

13 1083(k)).’’. 

14 SEC. 5. SALES OF PROPERTY IN BANKRUPTCY PRO15 CEEDINGS. 

16 (a) IN GENERAL.—Section 363 of title 11, United 

17 States Code, is amended— 

18 (1) in subsection (b)(1), in the matter pre19 ceding subparagraph (A), by striking ‘‘The trustee’’ 

20 and inserting ‘‘Subject to subsection (q), the trust21 ee’’; 

22 (2) in subsection (c)(1), by striking ‘‘If the 

23 business’’ and inserting ‘‘Subject to subsection (q), 

24 if the business’’; and 

25 (3) by adding at the end the following: 


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1 ‘‘(q)(1) Subject to paragraphs (2) and (3), the trust2 ee may not sell property of the estate under subsection 

3 (b) or (c) unless the trustee is able to demonstrate that— 

4 ‘‘(A) the sale complies with the provisions of 

5 this title; 

6 ‘‘(B) the sale has been proposed in good faith 

7 and not by any means forbidden by the law; 

8 ‘‘(C) any payment made for services or for costs 

9 and expenses in or in connection with the sale is rea10 sonable; 

11 ‘‘(D) if, with respect to the case, there is any 

12 fee payable under section 1930 of title 28, the pro13 ceeds of the sale will be used to pay that fee; and 

14 ‘‘(E) with respect to each class of claims or in15 terests— 

16 ‘‘(i) such class has accepted the sale; or 

17 ‘‘(ii) such class is not impaired by the sale. 

18 ‘‘(2) The trustee, on request of the proponent of the 

19 sale, may sell property of the estate under subsection (b) 

20 or (c) if— 

21 ‘‘(A) all of the applicable requirements of para22 graph (1) other than subparagraph (E) are met with 

23 respect to a sale of property; and 

24 ‘‘(B) the sale does not discriminate unfairly, 

25 and is fair and equitable, with respect to each class 


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1 of claims or interests that is impaired under, and 

2 has not accepted, the sale. 

3 ‘‘(3) The trustee may not sell substantially all of the 

4 property of the estate under subsection (b) or (c) during 

5 the 60-day period beginning on the date of the filing of 

6 the petition unless the court determines that— 

7 ‘‘(A) there is a high likelihood that the value of 

8 the property of the estate will decrease significantly 

9 during that period; and 

10 ‘‘(B) the requirements under paragraph (1) 

11 have been satisfied with respect to each sale that 

12 would contribute to substantially all of the property 

13 of the estate being sold.’’. 

14 (b) PROTECTION OF EMPLOYEE BENEFITS IN A

15 SALE OF ASSETS.—Section 363(b) of title 11, United 

16 States Code, is amended by adding at the end the fol17 lowing: 

18 ‘‘(3) In approving a sale under this subsection, the 

19 court shall consider the extent to which a bidder has of20 fered to maintain existing jobs, preserve terms and condi21 tions of employment, and assume or match pension and 

22 retiree health benefit obligations in determining whether 

23 an offer constitutes the highest or best offer for such prop24 erty.’’. 


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1 SEC. 6. FRAUDULENT TRANSFERS AND OBLIGATIONS. 

2 Section 548 of title 11, United States Code, is 

3 amended— 

4 (1) in subsection (a)(1), in the matter pre5 ceding subparagraph (A), by striking ‘‘2 years’’ and 

6 inserting ‘‘6 years’’; and 

7 (2) in subsection (b), by striking ‘‘2 years’’ and 

8 inserting ‘‘6 years’’. 

9 SEC. 7. LIMITATIONS ON EXECUTIVE COMPENSATION EN10 HANCEMENTS. 

11 Section 503(c) of title 11, United States Code, is 

12 amended— 

13 (1) in paragraph (1), in the matter preceding 

14 subparagraph (A)— 

15 (A) by inserting ‘‘, a senior executive offi16 cer, or any of the 20 next most highly com17 pensated employees or consultants’’ after ‘‘an 

18 insider’’; 

19 (B) by inserting ‘‘or for the payment of 

20 performance or incentive compensation, or a 

21 bonus of any kind, or other financial returns 

22 designed to replace or enhance incentive, stock, 

23 or other compensation in effect before the date 

24 of the commencement of the case,’’ after ‘‘re25 main with the debtor’s business,’’; and 


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1 (C) by inserting ‘‘clear and convincing’’ be2 fore ‘‘evidence in the record’’; and 

3 (2) by amending paragraph (3) to read as fol4 lows: 

5 ‘‘(3) other transfers or obligations, to or for the 

6 benefit of insiders, senior executive officers, man7 agers, or consultants providing services to the debt8 or, in the absence of a finding by the court, based 

9 upon clear and convincing evidence, and without def10 erence to the debtor’s request for such payments, 

11 that such transfers or obligations are essential to the 

12 survival of the debtor’s business or (in the case of 

13 a liquidation of some or all of the debtor’s assets) 

14 essential to the orderly liquidation and maximization 

15 of value of the assets of the debtor, in either case, 

16 because of the essential nature of the services pro17 vided, and then only to the extent that the court 

18 finds such transfers or obligations are reasonable 

19 compared to individuals holding comparable posi20 tions at comparable companies in the same industry 

21 and not disproportionate in light of economic conces22 sions by the debtor’s nonmanagement workforce dur23 ing the case.’’. 


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1 SEC. 8. APPLICABILITY. 

2 This Act and the amendments made by this Act shall 

3 apply with respect to any case that is commenced on or 

4 after the date of enactment of this Act. 

Æ 


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