II 

111TH CONGRESS 

1ST SESSION S. 1280 

To authorize the Secretary of the Treasury to delegate management authority 

over troubled assets purchased under the Troubled Asset Relief Program, 

to require the establishment of a trust to manage assets of certain 

designated TARP recipients, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

JUNE 17, 2009 

Mr. CORKER (for himself, Mr. WARNER, and Mr. BENNETT) introduced the 

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

Banking, Housing, and Urban Affairs 

A BILL 

To authorize the Secretary of the Treasury to delegate management authority over troubled assets purchased under 

the Troubled Asset Relief Program, to require the establishment of a trust to manage assets of certain designated TARP recipients, 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 ‘‘TARP Recipient Own5 ership Trust Act of 2009’’. 


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1 SEC. 2. AUTHORITY OF THE SECRETARY OF THE TREASURY 

2 TO DELEGATE TARP ASSET MANAGEMENT. 

3 Section 106(b) of the Emergency Economic Stabiliza4 tion Act of 2008 (12 U.S.C. 5216(b)) is amended by in5 serting before the period at the end the following: ‘‘, and 

6 the Secretary may delegate such management authority 

7 to a private entity, as the Secretary determines appro8 priate, with respect to any entity assisted under this Act’’. 

9 SEC. 3. CREATION OF MANAGEMENT AUTHORITY FOR DES10 IGNATED TARP RECIPIENTS. 

11 (a) FEDERAL ASSISTANCE LIMITED.—Notwith12 standing any provision of the Emergency Economic Sta13 bilization Act of 2008, or any other provision of law, no 

14 funds may be expended under the Troubled Asset Relief 

15 Program, or any other provision of that Act, on or after 

16 the date of enactment of this Act, until the Secretary of 

17 the Treasury transfers all voting, nonvoting, and common 

18 equity in any designated TARP recipient to a limited li19 ability company established by the Secretary for such pur20 pose, to be held and managed in trust on behalf of the 

21 United States taxpayers. 

22 (b) APPOINTMENT OF TRUSTEES.— 

23 (1) IN GENERAL.—The President shall appoint 

24 3 independent trustees to manage the equity held in 

25 the trust, separate and apart from the United States 

26 Government. 


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1 (2) CRITERIA.—Trustees appointed under this 

2 subsection— 

3 (A) may not be elected or appointed Gov4 ernment officials; 

5 (B) shall serve at the pleasure of the 

6 President, and may be removed for just cause 

7 in violation of their fiduciary responsibilities 

8 only; and 

9 (C) shall serve without compensation for 

10 their services under this section. 

11 (c) DUTIES OF TRUST.—Pursuant to protecting the 

12 interests and investment of the United States taxpayer, 

13 the trust established under this section shall, with the pur14 pose of maximizing the profitability of the designated 

15 TARP recipient— 

16 (1) exercise the voting rights of the shares of 

17 the taxpayer on all core governance issues; 

18 (2) select the representation on the boards of 

19 directors of any designated TARP recipient; and 

20 (3) have a fiduciary duty to the American tax21 payer for the maximization of the return on the in22 vestment of the taxpayer made under the Emergency 

23 Economic Stabilization Act of 2008, in the same 

24 manner and to the same extent that any director of 

25 an issuer of securities has with respect to its shareVerDate Nov 24 2008 02:24 Jun 18, 2009 Jkt 079200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\S1280.IS S1280

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1 holders under the securities laws and all applications 

2 of State law. 

3 (d) LIQUIDATION.—The trustees shall liquidate the 

4 trust established under this section, including the assets 

5 held by such trust, not later than December 24, 2011, un6 less the trustees submit a report to Congress that liquida7 tion would not maximize the profitability of the company 

8 and the return on investment to the taxpayer. 

9 SEC. 4. DEFINITIONS. 

10 As used in this Act— 

11 (1) the term ‘‘designated TARP recipient’’ 

12 means any entity that has received, or will receive, 

13 financial assistance under the Troubled Asset Relief 

14 Program or any other provision of the Emergency 

15 Economic Stabilization Act of 2008 (Public Law 

16 110–343), such that the Federal Government holds 

17 or controls, or will hold or control at a future date, 

18 not less than a 20 percent ownership stake in the 

19 company as a result of such assistance; 

20 (2) the term ‘‘Secretary’’ means the Secretary 

21 of the Treasury or the designee of the Secretary; 

22 and 

23 (3) the terms ‘‘director’’, ‘‘issuer’’, ‘‘securities’’, 

24 and ‘‘securities laws’’ have the same meanings as in 


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1 section 3 of the Securities Exchange Act of 1934 

2 (15 U.S.C. 78c). 

Æ 


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