II 

118TH CONGRESS 

1ST SESSION S. 790 

To align executive compensation with sustainable value creation, and for 

other purposes. 

IN THE SENATE OF THE UNITED STATES 

MARCH 14, 2023 

Mr. WARNER (for himself, Ms. WARREN, and Ms. BALDWIN) introduced the 

following bill; which was read twice and referred to the Committee on 

Banking, Housing, and Urban Affairs 

A BILL 

To align executive compensation with sustainable value 

creation, 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 ‘‘Advancing Long-term 

5 Incentives for Governance Now Act’’ or the ‘‘ALIGN Act’’. 

6 SEC. 2. RESTRICTIONS ON SALE OF SHARES FOLLOWING 

7 STOCK BUYBACKS. 

8 (a) DEFINITIONS.—In this section: 

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

10 issuer’’ means an issuer, a security of which is regVerDate Sep 11 2014 23:46 Mar 23, 2023 Jkt 039200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\S790.IS S790

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1 istered under subsection (b) or (g) of section 12 of 

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

3 78l). 

4 (2) COVERED PERSON.—The term ‘‘covered 

5 person’’ means an executive officer, as that term is 

6 defined in section 240.3b–7 of title 17, Code of Fed7 eral Regulations, or any successor regulation, with 

8 respect to a covered issuer. 

9 (3) EQUITY SECURITY; ISSUER; SECURITY.— 

10 The terms ‘‘equity security’’, ‘‘issuer’’, and ‘‘secu11 rity’’ have the meanings given the terms in section 

12 3(a) of the Securities Exchange Act of 1934 (15 

13 U.S.C. 78c(a)). 

14 (4) SHARE REPURCHASE AUTHORIZATION.— 

15 The term ‘‘share repurchase authorization’’ means 

16 an authorization by the board of directors of a cov17 ered issuer to purchase shares of the covered issuer. 

18 (5) SUBJECT SECURITY.—The term ‘‘subject 

19 security’’ means any equity security of a covered 

20 issuer that is awarded to a covered person with re21 spect to that covered issuer as part of the compensa22 tion of that covered person. 

23 (b) DISCLOSURE OF SHARE REPURCHASE AUTHOR24 IZATION.— 


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1 (1) IN GENERAL.—Not later than 180 days 

2 after the date of enactment of this Act, the Securi3 ties and Exchange Commission shall issue regula4 tions to require covered issuers to publicly disclose 

5 a share repurchase authorization not later than 1 

6 business day after the authorization has occurred. 

7 (2) CONTENTS.—In issuing regulations under 

8 paragraph (1), the Securities and Exchange Com9 mission shall ensure that each disclosure required 

10 under those regulations is— 

11 (A) uniform for all covered issuers; and 

12 (B) made in a manner that— 

13 (i) maintains accuracy; and 

14 (ii) reduces the unauthorized disclo15 sure of information. 

16 (c) SALE OF SUBJECT SECURITIES.— 

17 (1) PROHIBITIONS.—Except as provided in 

18 paragraph (2), no covered person may sell or trans19 fer, or divest an economic interest in, any subject se20 curity with respect to the covered person, if— 

21 (A) during the preceding 1-year period, the 

22 applicable covered issuer was required to make 

23 a disclosure pursuant to the regulations issued 

24 under subsection (b); or 


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1 (B) fewer than 3 years have elapsed since 

2 the covered person was granted the subject se3 curity. 

4 (2) EXCEPTIONS.—The prohibition under para5 graph (1) shall not apply with respect to any of the 

6 following: 

7 (A) Any subject security sold or trans8 ferred by a covered person in connection with a 

9 change of control with respect to the applicable 

10 covered issuer, including an affiliate of that cov11 ered issuer. 

12 (B) Any subject security sold or trans13 ferred by a covered person through— 

14 (i) a will; or 

15 (ii) the laws of descent or distribution. 

16 (C) Any subject security that a covered 

17 person owns or beneficially owns, as of the day 

18 before the date of enactment of this Act. 

19 (D) Any subject security awarded to the 

20 applicable covered person that is immediately 

21 withheld by the covered issuer and sold solely 

22 for the purposes of meeting a tax obligation of 

23 the covered person with respect to the receipt of 

24 the subject security. 

25 (E) Any sale or transfer— 


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1 (i) which is made on or after the 

2 death of the covered person; 

3 (ii) which is made on or after the date 

4 on which the covered person becomes dis5 abled (within the meaning of section 

6 72(m)(7) of the Internal Revenue Code of 

7 1986); 

8 (iii) which is made pursuant to a do9 mestic relations order in settlement of 

10 marital property rights; 

11 (iv) to the extent the aggregate of 

12 such sales and transfers during any tax13 able year of the covered person does not 

14 exceed the qualified higher education ex15 penses (as defined in section 72(t)(7) of 

16 such Code) of the covered person for such 

17 taxable year; 

18 (v) to the extent the proceeds of such 

19 sale or transfer are used by the covered 

20 person in the time and manner described 

21 in section 72(t)(8) of such Code to pay 

22 qualified acquisition costs described in 

23 such section, subject to the rules of such 

24 section including the limitation of subpara25 graph (B) thereof; or 


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1 (vi) to the extent the aggregate of 

2 such sales and transfers during any tax3 able year of the covered person does not 

4 exceed the amount allowable as a deduc5 tion under section 213 of such Code to the 

6 covered person for amounts paid during 

7 such taxable year for medical care (deter8 mined without regard to whether the cov9 ered person itemizes deductions for such 

10 taxable year). 

Æ 


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