II 

118TH CONGRESS 

2D SESSION S. 5493 

To establish the obligations of certain large business entities in the United 

States, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

DECEMBER 11, 2024 

Ms. WARREN introduced the following bill; which was read twice and referred 

to the Committee on Commerce, Science, and Transportation 

A BILL 

To establish the obligations of certain large business entities 

in the United States, 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 ‘‘Accountable Cap5 italism Act’’. 

6 SEC. 2. DEFINITIONS. 

7 In this Act: 

8 (1) COVERED EMPLOYEE.—The term ‘‘covered 

9 employee’’— 

10 (A) means— 


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1 (i) an individual who is, with respect 

2 to a corresponding covered employer or en3 tity, is— 

4 (I) an employee (including an ap5 plicant), as defined in section 701 of 

6 the Civil Rights Act of 1964 (42 

7 U.S.C. 2000e); 

8 (II) a State employee (including 

9 an applicant), as described in section 

10 304(a) of the Government Employee 

11 Rights Act of 1991 (42 U.S.C. 

12 2000e–16c(a)); 

13 (III) a covered employee (includ14 ing an applicant), as defined in sec15 tion 101 of the Congressional Ac16 countability Act of 1995 (2 U.S.C. 

17 1301); 

18 (IV) a covered employee (includ19 ing an applicant), as defined in sec20 tion 411(c) of title 3, United States 

21 Code; 

22 (V) an employee, as defined in 

23 section 11 of the Age Discrimination 

24 in Employment Act of 1967 (29 

25 U.S.C. 630); 


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1 (VI) an employee, as defined in 

2 section 101 of the Americans with 

3 Disabilities Act of 1990 (42 U.S.C. 

4 12111); 

5 (VII) an employee, as described 

6 in section 501(b) of the Rehabilitation 

7 Act of 1973 (29 U.S.C. 791(b)); 

8 (VIII) an employee, as defined in 

9 section 3 of the Fair Labor Standards 

10 Act of 1938 (29 U.S.C. 203); 

11 (IX) an employee or applicant to 

12 which section 717(a) of the Civil 

13 Rights Act of 1964 (42 U.S.C. 

14 2000e–16(a)) applies; or 

15 (X) a person (other than an em16 ployer) to whom subsections (a) and 

17 (b) of section 4311 of title 38, United 

18 States Code, apply; and 

19 (ii) an individual who is engaged by, 

20 or applies for or otherwise seeks a position 

21 with, a covered employer or entity, whether 

22 or not the individual receives compensa23 tion, academic credit, or other remunera24 tion from the covered employer or entity, 

25 as— 


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1 (I) an independent contractor; or 

2 (II) an intern, fellow, volunteer, 

3 or trainee; and 

4 (B) does not include a management offi5 cial, as defined in section 7103(a)(11) of title 5, 

6 United States Code. 

7 (2) COVERED EMPLOYER OR ENTITY.—The 

8 term ‘‘covered employer or entity’’ means a person, 

9 including an entity, regardless of business structure, 

10 including organization as a legal or commercial enti11 ty, that is— 

12 (A) an employer, as defined in section 701 

13 of the Civil Rights Act of 1964; 

14 (B) an entity employing a State employee 

15 (including an applicant) described in section 

16 304(a) of the Government Employee Rights Act 

17 of 1991; 

18 (C) an employing office, as defined in sec19 tion 101 of the Congressional Accountability 

20 Act of 1995; 

21 (D) an employing office, as defined in sec22 tion 411(c) of title 3, United States Code; 

23 (E) an employer, as defined in section 11 

24 of the Age Discrimination in Employment Act 

25 of 1967; 


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1 (F) an employer, as defined in section 101 

2 of the Americans with Disabilities Act of 1990; 

3 (G) an entity described in section 501(b) 

4 of the Rehabilitation Act of 1973 (29 U.S.C. 

5 791(b)); 

6 (H) an employer, as defined in section 3 of 

7 the Fair Labor Standards Act of 1938; 

8 (I) an entity to which section 717(a) of the 

9 Civil Rights Act of 1964 applies; or 

10 (J) an employer to whom subsections (a) 

11 and (b) of section 4311 of title 38, United 

12 States Code, apply. 

13 (3) DIRECTOR.—The term ‘‘Director’’ means 

14 the Director of the Office. 

15 (4) LARGE ENTITY.— 

16 (A) IN GENERAL.—The term ‘‘large enti17 ty’’ means an entity that— 

18 (i) is organized under the laws of a 

19 State as a corporation, body corporate, 

20 body politic, joint stock company, or lim21 ited liability company; 

22 (ii) engages in interstate commerce; 

23 and 

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1 ternal Revenue Service, has more than 

2 $1,000,000,000 in gross receipts. 

3 (B) AGGREGATION RULES.—All entities 

4 treated as a single employer under subsection 

5 (a) or (b) of section 52 of the Internal Revenue 

6 Code of 1986, or subsection (m) or (o) of sec7 tion 414 of such Code, shall be treated as 1 en8 tity for the purposes of subparagraph (A). 

9 (5) OFFICE.—The term ‘‘Office’’ means the Of10 fice of United States Corporations established under 

11 section 3. 

12 (6) OFFICER.—The term ‘‘officer’’ means, with 

13 respect to a United States corporation— 

14 (A) the president of the United States cor15 poration; 

16 (B) the principal operating officer of the 

17 United States corporation; 

18 (C) the principal accounting officer of the 

19 United States corporation or, if the United 

20 States corporation does not have such an ac21 counting officer, the controller of the United 

22 States corporation; and 

23 (D) any vice president in charge of a prin24 cipal business unit, division, or function of the 

25 United States corporation. 


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1 (7) STATE.—The term ‘‘State’’ means— 

2 (A) each of the several States of the 

3 United States; 

4 (B) the District of Columbia; 

5 (C) the Commonwealth of Puerto Rico; 

6 (D) Guam; 

7 (E) the United States Virgin Islands; 

8 (F) American Samoa; and 

9 (G) the Commonwealth of the Northern 

10 Mariana Islands. 

11 (8) UNITED STATES CORPORATION.—The term 

12 ‘‘United States corporation’’ means a large entity 

13 with respect to which the Office has granted a char14 ter under section 3. 

15 SEC. 3. OFFICE OF UNITED STATES CORPORATIONS. 

16 (a) ESTABLISHMENT.—There is established within 

17 the Department of Commerce the Office of United States 

18 Corporations. 

19 (b) DIRECTOR.— 

20 (1) ESTABLISHMENT OF POSITION.—There is 

21 established the position of Director of the Office, 

22 who shall be the head of the Office. 

23 (2) APPOINTMENT; TERM.— 

24 (A) APPOINTMENT.—Except as provided in 

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1 pointed by the President, by and with the ad2 vice and consent of the Senate, from among in3 dividuals who are citizens of the United States. 

4 (B) TERM.—The Director shall be ap5 pointed for a term of 4 years, unless removed 

6 before the end of that term by the President. 

7 (C) VACANCY.—A vacancy in the position 

8 of Director that occurs before the expiration of 

9 the term for which a Director was appointed 

10 shall be filled in the manner established under 

11 subparagraph (A), and the Director appointed 

12 to fill that vacancy shall be appointed only for 

13 the remainder of that term. 

14 (D) SERVICE AFTER END OF TERM.—An 

15 individual may serve as the Director after the 

16 expiration of the term for which the individual 

17 was appointed until a successor has been ap18 pointed. 

19 (E) INITIAL DIRECTOR.—The Secretary of 

20 Commerce shall appoint an individual to serve 

21 as the Director until an individual is appointed 

22 to serve as the Director in accordance with sub23 paragraph (A). 

24 (c) DUTIES.—The Office shall— 


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1 (1) review and grant charter applications for 

2 large entities; 

3 (2) monitor whether large entities have ob4 tained a charter in accordance with this Act; 

5 (3) except as provided in paragraph (4)(B), 

6 refer any violation of this Act to the appropriate 

7 Federal agency for enforcement with respect to that 

8 violation; and 

9 (4) when appropriate— 

10 (A) rescind the charters of United States 

11 corporations under section 4(b); 

12 (B) revoke the charters of United States 

13 corporations under sections 6(c)(2)(B)(ii), 

14 8(c)(2), and 9; and 

15 (C) issue rules to prevent entities from 

16 taking action to intentionally avoid qualifying 

17 as large entities. 

18 (d) DISCLOSURE OF TAXPAYER IDENTITY INFORMA19 TION FOR USE BY OFFICE.— 

20 (1) IN GENERAL.—Section 6103(m) of the In21 ternal Revenue Code of 1986 is amended by adding 

22 at the end the following: 

23 ‘‘(8) OFFICE OF UNITED STATES CORPORA24 TIONS.—Upon written request by the Director of the 

25 Office of United States Corporations, the Secretary 


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1 shall disclose taxpayer identity information to offi2 cers and employees of the Office of United States 

3 Corporations solely for purposes of identifying any 

4 taxpayer that satisfies the requirement under section 

5 2(4)(A)(iii) or 4(b) of the Accountable Capitalism 

6 Act for the most recent taxable year for which infor7 mation is available.’’. 

8 (2) EFFECTIVE DATE.—The amendment made 

9 by this subsection shall take effect on the date of en10 actment of this Act. 

11 SEC. 4. REQUIREMENT FOR LARGE ENTITIES TO OBTAIN 

12 CHARTERS. 

13 (a) LARGE ENTITIES.— 

14 (1) IN GENERAL.—An entity that is organized 

15 as a corporation, body corporate, body politic, joint 

16 stock company, or limited liability company in a 

17 State shall obtain a charter from the Office as fol18 lows: 

19 (A) If the entity is a large entity with re20 spect to the most recently completed taxable 

21 year of the entity before the date of enactment 

22 of this Act, the entity shall obtain the charter 

23 not later than 2 years after the date of enact24 ment of this Act. 


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1 (B) If the entity is a large entity with re2 spect to any taxable year of the entity that be3 gins after the date of enactment of this Act, the 

4 entity shall obtain the charter not later than 1 

5 year after the last day of that taxable year. 

6 (2) FAILURE TO OBTAIN CHARTER.—An entity 

7 to which paragraph (1) applies and that fails to ob8 tain a charter from the Office as required under 

9 that paragraph shall not be treated as a corporation, 

10 body corporate, body politic, joint-stock company, or 

11 limited liability company, as applicable, for the pur12 poses of Federal law during the period beginning on 

13 the date on which the entity is required to obtain a 

14 charter under that paragraph and ending on the 

15 date on which the entity obtains the charter. 

16 (b) RESCISSIONS.— 

17 (1) IN GENERAL.—An entity that has obtained 

18 a charter as a United States corporation and, with 

19 respect to a subsequent taxable year of the entity, 

20 is not a large entity may file a petition with the Of21 fice to rescind the charter of the United States cor22 poration. 

23 (2) DETERMINATION.—Not later than 180 days 

24 after the date on which the Office receives a petition 

25 that an entity files under paragraph (1), the Office 


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1 shall grant the petition if the Office determines that 

2 the entity, with respect to the most recently com3 pleted taxable year of the entity preceding the date 

4 on which the petition was filed, was not a large enti5 ty. 

6 SEC. 5. RESPONSIBILITIES OF UNITED STATES CORPORA7 TIONS. 

8 (a) DEFINITIONS.—In this section: 

9 (1) GENERAL PUBLIC BENEFIT.—The term 

10 ‘‘general public benefit’’ means a material positive 

11 impact on society resulting from the business and 

12 operations of a United States corporation, when 

13 taken as a whole. 

14 (2) SUBSIDIARY.—The term ‘‘subsidiary’’ 

15 means, with respect to a person, an entity in which 

16 the person owns beneficially or of record not less 

17 than 50 percent of the outstanding equity interests 

18 of the entity, calculated as if all outstanding rights 

19 to acquire equity interests in the entity had been ex20 ercised. 

21 (b) CHARTER REQUIREMENTS.— 

22 (1) IN GENERAL.—The charter of a large entity 

23 that is filed with the Office shall state that the enti24 ty is a United States corporation. 


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1 (2) CORPORATE PURPOSES.—A United States 

2 corporation shall have the purpose of creating a gen3 eral public benefit, which shall be— 

4 (A) identified in the charter of the United 

5 States corporation; and 

6 (B) in addition to the purpose of the 

7 United States corporation under the articles of 

8 incorporation in the State in which the United 

9 States corporation is incorporated, if applicable. 

10 (c) STANDARD OF CONDUCT FOR DIRECTORS AND

11 OFFICERS.— 

12 (1) CONSIDERATION OF INTERESTS.—In dis13 charging the duties of their respective positions, and 

14 in considering the best interests of a United States 

15 corporation, the board of directors, committees of 

16 the board of directors, and individual directors of a 

17 United States corporation— 

18 (A) shall manage or direct the business 

19 and affairs of the United States corporation in 

20 a manner that— 

21 (i) seeks to create a general public 

22 benefit; and 

23 (ii) balances the pecuniary interests of 

24 the shareholders of the United States cor25 poration with the best interests of persons 


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1 that are materially affected by the conduct 

2 of the United States corporation; and 

3 (B) in carrying out subparagraph (A)— 

4 (i) shall consider the effects of any ac5 tion or inaction on— 

6 (I) the shareholders of the 

7 United States corporation; 

8 (II) the employees and workforce 

9 of— 

10 (aa) the United States cor11 poration; 

12 (bb) the subsidiaries of the 

13 United States corporation; and 

14 (cc) the suppliers of the 

15 United States corporation; 

16 (III) the interests of customers 

17 and subsidiaries of the United States 

18 corporation as beneficiaries of the 

19 general public benefit purpose of the 

20 United States corporation; 

21 (IV) community and societal fac22 tors, including those of each commu23 nity in which offices or facilities of the 

24 United States corporation, subsidi25 aries of the United States corporation, 


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1 or suppliers of the United States cor2 poration are located; 

3 (V) the local and global environ4 ment; 

5 (VI) the short-term and long6 term interests of the United States 

7 corporation, including— 

8 (aa) benefits that may ac9 crue to the United States cor10 poration from the long-term 

11 plans of the United States cor12 poration; and 

13 (bb) the possibility that 

14 those interests may be best 

15 served by the continued inde16 pendence of the United States 

17 corporation; and 

18 (VII) the ability of the United 

19 States corporation to accomplish the 

20 general public benefit purpose of the 

21 United States corporation; 

22 (ii) may consider— 

23 (I) other pertinent factors; or 

24 (II) the interests of any other 

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1 cles of incorporation in the State in 

2 which the United States corporation is 

3 incorporated, if applicable; and 

4 (iii) shall not be required to give pri5 ority to a particular interest or factor de6 scribed in clause (i) or (ii) over any other 

7 interest or factor. 

8 (2) STANDARD OF CONDUCT FOR OFFICERS.— 

9 Each officer of a United States corporation shall 

10 balance and consider the interests and factors de11 scribed in paragraph (1)(B)(i) in the manner de12 scribed in paragraph (1)(B)(iii) if— 

13 (A) the officer has discretion to act with 

14 respect to a matter; and 

15 (B) it reasonably appears to the officer 

16 that the matter may have a material effect on 

17 the creation by the United States corporation of 

18 a general public benefit identified in the charter 

19 of the United States corporation. 

20 (3) EXONERATION FROM PERSONAL LIABIL21 ITY.—Except as provided in the charter of a United 

22 States corporation, neither a director nor an officer 

23 of a United States corporation may be held person24 ally liable for monetary damages for— 


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1 (A) any action or inaction in the course of 

2 performing the duties of a director under para3 graph (1) or an officer under paragraph (2), as 

4 applicable, if the director or officer was not in5 terested with respect to the action or inaction; 

6 or 

7 (B) the failure of the United States cor8 poration to pursue or create a general public 

9 benefit. 

10 (4) LIMITATION ON STANDING.—Neither a di11 rector nor an officer of a United States corporation 

12 shall have any duty to a person that is a beneficiary 

13 of the general public benefit purpose of the United 

14 States corporation because of the status of the per15 son as such a beneficiary. 

16 (5) BUSINESS JUDGMENTS.—A director or an 

17 officer of a United States corporation who makes a 

18 business judgment in good faith shall be deemed to 

19 have fulfilled the duty of the director under para20 graph (1) or the officer under paragraph (2), as ap21 plicable, if the director or officer— 

22 (A) is not interested in the subject of the 

23 business judgment; 

24 (B) is informed with respect to the subject 

25 of the business judgment to an extent that the 


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1 director reasonably believes to be appropriate 

2 under the circumstances; and 

3 (C) rationally believes that the business 

4 judgment is in the best interests of the United 

5 States corporation. 

6 (d) RIGHT OF ACTION.— 

7 (1) LIMITATION ON LIABILITY OF CORPORA8 TION.—A United States corporation shall not be lia9 ble for monetary damages under this section for any 

10 failure of the United States corporation to pursue or 

11 create a general public benefit. 

12 (2) STANDING.—A proceeding to enforce the re13 quirements of this section may be commenced or 

14 maintained only— 

15 (A) directly by the United States corpora16 tion to which the proceeding applies; or 

17 (B) derivatively, under the laws of the 

18 State in which the United States corporation is 

19 organized, by a person, or a group of persons, 

20 that own— 

21 (i) beneficially or of record not less 

22 than 2 percent of the total number of 

23 shares of a class or series outstanding at 

24 the time of the act or omission that is the 

25 subject of the proceeding; or 


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1 (ii) beneficially or of record not less 

2 than 5 percent of the outstanding equity 

3 interests in an entity of which the United 

4 States corporation is a subsidiary at the 

5 time of the act or omission that is the sub6 ject of the proceeding. 

7 (3) RULE OF CONSTRUCTION REGARDING BEN8 EFICIAL OWNERSHIP.—For the purposes of this sub9 section, a person shall be construed to be the bene10 ficial owner of shares or equity interests if the 

11 shares or equity interests are held in a voting trust 

12 or by a nominee on behalf of the person. 

13 (e) APPLICATION.— 

14 (1) RULE OF CONSTRUCTION REGARDING GEN15 ERAL CORPORATE LAW.—Nothing in this section 

16 may be construed to affect any provision of law that 

17 is applicable to a corporation, body corporate, body 

18 politic, joint stock company, or limited liability com19 pany, as applicable, that is not a United States cor20 poration. 

21 (2) APPLICABILITY OF OTHER LAWS.— 

22 (A) STATE LAW.—Except as otherwise pro23 vided in this section, the law of the State in 

24 which a United States corporation is organized 


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1 shall apply with respect to the United States 

2 corporation. 

3 (B) FEDERAL LAW.—If any provision of 

4 Federal law is inconsistent with the require5 ments of this section with respect to a United 

6 States corporation, the requirements of this sec7 tion shall supersede that provision. 

8 (3) ORGANIC RECORDS.—A provision of the ar9 ticles of incorporation in the State in which a United 

10 States corporation is incorporated, if applicable, or 

11 in the bylaws of a United States corporation may 

12 not limit, be inconsistent with, or supersede a provi13 sion of this section. 

14 SEC. 6. BOARD REPRESENTATION. 

15 (a) RULEMAKING.—Not later than 1 year after the 

16 date of enactment of this Act, the Securities and Ex17 change Commission, in consultation with the National 

18 Labor Relations Board, shall issue rules to ensure that— 

19 (1) director elections at United States corpora20 tions are fair and democratic; 

21 (2) employee representation is meaningful and 

22 appropriate, taking into consideration— 

23 (A) diversity of race, ethnicity, gender, sex24 ual orientation, and gender identity; and 


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1 (B) the affiliation to historically underrep2 resented groups, including veterans of the 

3 Armed Forces and individuals with disabilities; 

4 (3) covered employees that serve as a director 

5 of a United States corporation may be dismissed 

6 only for just cause; and 

7 (4) covered employees receive any disclosure re8 quired to be made by the United States corporation 

9 to shareholders under the Securities Exchange Act 

10 of 1934 (15 U.S.C. 78a et seq.). 

11 (b) UNITED STATES CORPORATION ELECTIONS.— 

(1) IN GENERAL.—Not less than 2 12 ⁄5 of the di13 rectors of a United States corporation shall be elect14 ed by the covered employees of the United States 

15 corporation using an election process that complies 

16 with the requirements of the rules issued under sub17 section (a). 

18 (2) EFFECTIVE DATE.—Paragraph (1) shall 

19 take effect on the date that is 1 year after the date 

20 on which the Securities and Exchange Commission 

21 issues the rules required under subsection (a). 

22 (c) ENFORCEMENT.— 

23 (1) SECURITIES AND EXCHANGE COMMIS24 SION.—The Securities and Exchange Commission, in 

25 consultation with the National Labor Relations 


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1 Board, shall ensure that the elections described in 

2 subsection (b)(1) comply with the requirements of 

3 the rules issued by the Commission under subsection 

4 (a). 

5 (2) DEPARTMENT OF LABOR.— 

6 (A) IN GENERAL.—The Secretary of Labor 

7 shall coordinate with the Office to ensure that 

8 the representation of the boards of directors of 

9 United States corporations comply with the re10 quirements under subsection (b). 

11 (B) PENALTIES.—If the representation 

12 with respect to the board of directors of a 

13 United States corporation fails to comply with 

14 the requirements under subsection (b) for a pe15 riod that is not less than 180 consecutive 

16 days— 

17 (i) the Secretary of Labor— 

18 (I) shall assess a civil money pen19 alty against the United States cor20 poration in an amount that is not less 

21 than $50,000 and not more than 

22 $100,000 for each day that such rep23 resentation is not in compliance with 

24 those requirements, including for each 

25 day during that 180-day period; and 


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1 (II) may collect the penalty de2 scribed in subclause (I) beginning on 

3 the day after the date on which that 

4 180-day period ends; and 

5 (ii) the Office may revoke the charter 

6 of the United States corporation. 

7 SEC. 7. EXECUTIVE COMPENSATION. 

8 (a) DEFINITIONS.—In this section: 

9 (1) COVERED PERSON.—The term ‘‘covered 

10 person’’ means an officer or a director of a United 

11 States corporation. 

12 (2) EQUITY SECURITY.—The term ‘‘equity secu13 rity’’ has the meaning given the term in section 3(a) 

14 of the Securities Exchange Act of 1934 (15 U.S.C. 

15 78c(a)). 

16 (3) RULE 10B–18 PURCHASE.—The term ‘‘Rule 

17 10b–18 purchase’’ has the meaning given the term 

18 in section 240.10b–18(a) of title 17, Code of Federal 

19 Regulations, as in effect on the date of enactment of 

20 this Act. 

21 (4) SUBJECT SECURITY.—The term ‘‘subject 

22 security’’ means any— 

23 (A) equity security of a United States cor24 poration; or 


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1 (B) security, the value of which is derived 

2 from, or that otherwise relates to, an equity se3 curity described in subparagraph (A). 

4 (b) SALE OF SUBJECT SECURITIES.— 

5 (1) PROHIBITIONS.—Subject to paragraph (2), 

6 no covered person with respect to a United States 

7 corporation may— 

8 (A) during the 5-year period that begins 

9 on the date on which the covered person first 

10 owns or beneficially owns a subject security 

11 with respect to that United States corporation 

12 (or an affiliate of that United States corpora13 tion), sell, transfer, pledge, assign, alienate, or 

14 hypothecate, in exchange for value, that subject 

15 security, other than— 

16 (i) in connection with the sale of the 

17 United States corporation or the affiliate, 

18 as applicable; or 

19 (ii) through— 

20 (I) a will; or 

21 (II) the laws of descent or dis22 tribution; or 

23 (B) during the 3-year period that begins 

24 on the date on which that United States cor25 poration, or an affiliate of that United States 


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1 corporation, effects a Rule 10b–18 purchase, 

2 sell any subject security with respect to that 

3 United States corporation. 

4 (2) APPLICATION.—The prohibition under para5 graph (1) shall not apply with respect to any subject 

6 security that a covered person owns or beneficially 

7 owns on the day before the date of enactment of this 

8 Act. 

9 (c) ENFORCEMENT.—The Securities and Exchange 

10 Commission may impose on any covered person that vio11 lates subsection (b) a civil penalty in an amount that is— 

12 (1) not less than the fair market value of the 

13 subject securities of which the covered person dis14 poses in violation of that subsection, as measured on 

15 the date on which the covered person makes the dis16 position; and 

17 (2) not more than the amount that is 3 times 

18 the fair market value of the subject securities of 

19 which the covered person disposes in violation of 

20 that subsection, as measured on the date on which 

21 the covered person makes the disposition. 

22 (d) RULE OF CONSTRUCTION.—For the purposes of 

23 this section, a subject security is beneficially owned by a 

24 covered person if— 


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1 (1) the subject security is held in the name of 

2 a bank, broker, or nominee for the account of the 

3 covered person; 

4 (2) the subject security is held as a joint ten5 ant, tenant in common, or tenant by the entirety or 

6 as community property by the covered person; or 

7 (3) the covered person has a pecuniary interest, 

8 by reason of any contract, understanding, or rela9 tionship, including an immediate family relationship 

10 or arrangement, in subject securities held in the 

11 name of another person. 

12 SEC. 8. POLITICAL SPENDING. 

13 (a) DEFINITIONS.—In this section: 

14 (1) ELECTIONEERING COMMUNICATION.—The 

15 term ‘‘electioneering communication’’ has the mean16 ing given the term in section 304(f)(3) of the Fed17 eral Election Campaign Act of 1971 (52 U.S.C. 

18 30104(f)(3)), except that the term ‘‘any public com19 munication’’ shall be substituted for ‘‘any broadcast, 

20 cable, or satellite communication’’ in the matter pre21 ceding subclause (I) of subparagraph (A)(i) of such 

22 section 304(f)(3). 

23 (2) INDEPENDENT EXPENDITURE.—The term 

24 ‘‘independent expenditure’’ means an expenditure, as 

25 that term is defined in section 301 of the Federal 


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1 Election Campaign Act of 1971 (52 U.S.C. 30101), 

2 by a person that expressly advocates the election or 

3 defeat of a clearly identified candidate, or is the 

4 functional equivalent of express advocacy because, 

5 when taken as a whole, the expenditure can be inter6 preted by a reasonable person only as advocating the 

7 election or defeat of a candidate, taking into account 

8 whether the communication involved— 

9 (A) mentions a candidacy, a political party, 

10 or a challenger to a candidate; or 

11 (B) takes a position on character, quali12 fications, or fitness for office of a candidate. 

13 (3) POLITICAL EXPENDITURE IN SUPPORT OF

14 OR IN OPPOSITION TO ANY CANDIDATE FOR FED15 ERAL, STATE, OR LOCAL PUBLIC OFFICE.—The term 

16 ‘‘political expenditure in support of or in opposition 

17 to any candidate for Federal, State, or local public 

18 office’’ means an expenditure or series of expendi19 tures totaling more than $10,000 for any single can20 didate during any single election that— 

21 (A)(i) is an independent expenditure; or 

22 (ii) with respect to a candidate for State or 

23 local public office, would be treated as an inde24 pendent expenditure if the candidate were a 

25 candidate for Federal public office; 


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1 (B)(i) is an electioneering communication; 

2 or 

3 (ii) with respect to a candidate for State or 

4 local public office, would be treated as an elec5 tioneering communication if the candidate were 

6 a candidate for Federal public office; or 

7 (C) are dues or other payments, disburse8 ments, or transfers to any other person that— 

9 (i) are, or could reasonably be antici10 pated to be, used or transferred to another 

11 association or organization for the pur12 poses described in subparagraph (A) or 

13 (B); and 

14 (ii) are not investments or payments, 

15 disbursements, or transfers made in com16 mercial transactions in the ordinary course 

17 of any trade or business. 

18 (b) SHAREHOLDER AND DIRECTOR APPROVAL.—A 

19 United States corporation may not make a political ex20 penditure in support of or in opposition to any candidate 

21 for Federal, State, or local public office unless— 

22 (1) not less than 75 percent of the shareholders 

23 of the corporation and not less than 75 percent of 

24 the directors of the corporation approve of the ex25 penditure; and 


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1 (2) the approvals required under paragraph (1) 

2 occur— 

3 (A) before the date on which the expendi4 ture is made or obligated; and 

5 (B) after the date on which the share6 holders and directors described in that para7 graph have been informed regarding the precise 

8 nature of the proposed expenditure, including— 

9 (i) the amount of the proposed ex10 penditure; and 

11 (ii) the candidate and election to 

12 which the proposed expenditure relates. 

13 (c) ENFORCEMENT.— 

14 (1) SHAREHOLDER SUIT.—A shareholder of a 

15 United States corporation may bring a civil action in 

16 an appropriate district court of the United States to 

17 enjoin a United States corporation from making a 

18 political expenditure in support of or in opposition to 

19 any candidate for Federal, State, or local public of20 fice that violates the requirements under subsection 

21 (b). 

22 (2) REVOCATION OF CHARTER.—The Office 

23 may revoke the charter of a United States corpora24 tion that knowingly or repeatedly violates the re25 quirements under subsection (b). 


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1 SEC. 9. PETITION FOR REVOCATION OF CHARTER. 

2 (a) FILING OF REVOCATION PETITION.—The attor3 ney general of a State may file a petition with the Office 

4 to revoke the charter of a United States corporation that 

5 is organized in that State or that does business in that 

6 State. 

7 (b) TIMING OF RESPONSE AND DECISION.—If a rev8 ocation petition is filed under subsection (a) with respect 

9 to a United States corporation— 

10 (1) not later than 180 days after the date on 

11 which the petition is filed, the United States cor12 poration may file a response that explains why re13 voking the charter of the United States corporation 

14 is not justified in consideration of the factors de15 scribed in subsection (c)(2); and 

16 (2) the Director shall issue a ruling with re17 spect to the petition not later than 180 days after 

18 the earlier of the date that is— 

19 (A) 180 days after the date on which the 

20 petition is filed; or 

21 (B) the date on which the corporation files 

22 a response under paragraph (1). 

23 (c) GRANTING REVOCATION PETITION.— 

24 (1) IN GENERAL.—The Director, with the ap25 proval of the Secretary of Commerce, and after con26 sideration of the factors described in paragraph (2), 


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1 may grant a revocation petition that is filed under 

2 subsection (a). 

3 (2) FACTORS.—In determining whether to 

4 grant a revocation petition under paragraph (1) with 

5 respect to a United States corporation, the Director 

6 shall consider whether the United States corpora7 tion— 

8 (A) has engaged in repeated, egregious, 

9 and illegal misconduct that has caused signifi10 cant harm to— 

11 (i) the customers, employees, share12 holders, or business partners of the United 

13 States corporation; or 

14 (ii) the communities in which the 

15 United States corporation operates; and 

16 (B) has not undertaken measures to ad17 dress the causes of the misconduct described in 

18 subparagraph (A), such as terminating the em19 ployment of any officer or executive of the 

20 United States corporation who oversaw that 

21 misconduct. 

22 (3) REVIEW OF GRANTING OF PETITION.—A 

23 decision by the Director to grant a revocation peti24 tion under this subsection— 


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1 (A) shall be subject to judicial review 

2 under section 706 of title 5, United States 

3 Code; and 

4 (B) shall not be subject to the procedure 

5 for congressional disapproval under section 802 

6 of title 5, United States Code. 

7 (d) REVOCATION OF CHARTER.—If the Director 

8 grants a revocation petition under subsection (c) with re9 spect to a United States corporation, the Office shall re10 voke the charter of that corporation, which shall be effec11 tive beginning on the date that is 1 year after the date 

12 on which the Director grants the petition. 

13 (e) RULEMAKING.—The Director may issue any rules 

14 that are necessary to carry out this section. 

15 SEC. 10. SEVERABILITY. 

16 If any provision of this Act, or any application of that 

17 provision to any person or circumstance, is held to be in18 valid, the remainder of the provisions of this Act and the 

19 application of any such provision to any other person or 

20 circumstance shall not be affected. 

Æ 


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