II 

111TH CONGRESS 

1ST SESSION S. 1723 

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 

SEPTEMBER 29, 2009 

Mr. CORKER (for himself, Mr. WARNER, Mr. BENNET, and Ms. KLOBUCHAR) 

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 

17 transfers all voting, nonvoting, and common equity in any 

18 designated TARP recipient to a limited liability company 

19 established by the Secretary for such purpose, to be held 

20 and managed in trust on behalf of the United States tax21 payers. 

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 each be paid at a rate equal to 

10 the rate payable for positions at level III of the 

11 Executive Schedule under section 5311 of title 

12 5, United States Code. 

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

14 interests and investment of the United States taxpayer, 

15 the trust established under this section shall, with the pur16 pose of maximizing the profitability of the designated 

17 TARP recipient— 

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

19 the taxpayer on all core governance issues; 

20 (2) select the representation on the boards of 

21 directors of any designated TARP recipient; and 

22 (3) have a fiduciary duty to the American tax23 payer for the maximization of the return on the in24 vestment of the taxpayer made under the Emergency 

25 Economic Stabilization Act of 2008, in the same 


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1 manner and to the same extent that any director of 

2 an issuer of securities has with respect to its share3 holders under the securities laws and all applications 

4 of State law. 

5 (d) LIQUIDATION.— 

6 (1) IN GENERAL.—The trustees shall liquidate 

7 the trust established under this section, including 

8 the assets held by such trust, not later than Decem9 ber 24, 2011, unless— 

10 (A) the trustees submit a report to the 

11 Congress that liquidation would not maximize 

12 the profitability of the company and the return 

13 on investment to the taxpayer; and 

14 (B) within 15 calendar days after the date 

15 on which the Congress receives such report, 

16 there is enacted into law a joint resolution dis17 approving the liquidation plan of the Secretary, 

18 as described in paragraph (2). 

19 (2) CONTENTS OF JOINT RESOLUTION.—For 

20 purposes of this subsection, the term ‘‘joint resolu21 tion’’ means only a joint resolution— 

22 (A) that is introduced not later than 3 cal23 endar days after the date on which the report 

24 referred to in paragraph (1)(A) is received by 

25 the Congress; 


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1 (B) which does not have a preamble; 

2 (C) the title of which is as follows: ‘‘Joint 

3 resolution relating to the disapproval of the liq4 uidation of the TARP management trust’’; and 

5 (D) the matter after the resolving clause of 

6 which is as follows: ‘‘That Congress disapproves 

7 the liquidation of the TARP management trust 

8 established under the TARP Recipient Owner9 ship Trust Act of 2009.’’. 

10 (3) FAST TRACK CONSIDERATION IN HOUSE OF

11 REPRESENTATIVES.— 

12 (A) RECONVENING.—Upon receipt of a re13 port under paragraph (1)(A), the Speaker, if 

14 the House would otherwise be adjourned, shall 

15 notify the Members of the House that, pursuant 

16 to this subsection, the House shall convene not 

17 later than the second calendar day after receipt 

18 of such report. 

19 (B) REPORTING AND DISCHARGE.—Any 

20 committee of the House of Representatives to 

21 which a joint resolution is referred shall report 

22 it to the House not later than 5 calendar days 

23 after the date of receipt of the report described 

24 in paragraph (1)(A). If a committee fails to re25 port the joint resolution within that period, the 


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1 committee shall be discharged from further con2 sideration of the joint resolution and the joint 

3 resolution shall be referred to the appropriate 

4 calendar. 

5 (C) PROCEEDING TO CONSIDERATION.— 

6 After each committee authorized to consider a 

7 joint resolution reports it to the House or has 

8 been discharged from its consideration, it shall 

9 be in order, not later than the sixth day after 

10 Congress receives the report described in para11 graph (1)(A), to move to proceed to consider 

12 the joint resolution in the House. All points of 

13 order against the motion are waived. Such a 

14 motion shall not be in order after the House 

15 has disposed of a motion to proceed on the joint 

16 resolution. The previous question shall be con17 sidered as ordered on the motion to its adoption 

18 without intervening motion. The motion shall 

19 not be debatable. A motion to reconsider the 

20 vote by which the motion is disposed of shall 

21 not be in order. 

22 (D) CONSIDERATION.—The joint resolu23 tion shall be considered as read. All points of 

24 order against the joint resolution and against 

25 its consideration are waived. The previous quesVerDate Nov 24 2008 04:00 Sep 30, 2009 Jkt 079200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6201 E:\BILLS\S1723.IS S1723

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1 tion shall be considered as ordered on the joint 

2 resolution to its passage without intervening 

3 motion except two hours of debate equally di4 vided and controlled by the proponent and an 

5 opponent. A motion to reconsider the vote on 

6 passage of the joint resolution shall not be in 

7 order. 

8 (4) FAST TRACK CONSIDERATION IN SENATE.— 

9 (A) RECONVENING.—Upon receipt of a re10 port under paragraph (1)(A), if the Senate has 

11 adjourned or recessed for more than 2 days, the 

12 majority leader of the Senate, after consultation 

13 with the minority leader of the Senate, shall no14 tify the Members of the Senate that, pursuant 

15 to this subsection, the Senate shall convene not 

16 later than the second calendar day after receipt 

17 of such message. 

18 (B) PLACEMENT ON CALENDAR.—Upon in19 troduction in the Senate, the joint resolution 

20 shall be placed immediately on the calendar. 

21 (C) FLOOR CONSIDERATION.— 

22 (i) IN GENERAL.—Notwithstanding 

23 rule XXII of the Standing Rules of the 

24 Senate, it is in order at any time during 

25 the period beginning on the 4th day after 


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1 the date on which Congress receives a re2 port of the plan of the Secretary described 

3 in paragraph (1)(A) and ending on the 6th 

4 day after the date on which Congress re5 ceives a report of the plan of the Secretary 

6 described in paragraph (1)(A) (even 

7 though a previous motion to the same ef8 fect has been disagreed to) to move to pro9 ceed to the consideration of the joint reso10 lution, and all points of order against the 

11 joint resolution (and against consideration 

12 of the joint resolution) are waived. The 

13 motion to proceed is not debatable. The 

14 motion is not subject to a motion to post15 pone. A motion to reconsider the vote by 

16 which the motion is agreed to or disagreed 

17 to shall not be in order. If a motion to pro18 ceed to the consideration of the resolution 

19 is agreed to, the joint resolution shall re20 main the unfinished business until dis21 posed of. 

22 (ii) DEBATE.—Debate on the joint 

23 resolution, and on all debatable motions 

24 and appeals in connection therewith, shall 

25 be limited to not more than 10 hours, 


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1 which shall be divided equally between the 

2 majority and minority leaders or their des3 ignees. A motion further to limit debate is 

4 in order and not debatable. An amendment 

5 to, or a motion to postpone, or a motion to 

6 proceed to the consideration of other busi7 ness, or a motion to recommit the joint 

8 resolution is not in order. 

9 (iii) VOTE ON PASSAGE.—The vote on 

10 passage shall occur immediately following 

11 the conclusion of the debate on a joint res12 olution, and a single quorum call at the 

13 conclusion of the debate if requested in ac14 cordance with the rules of the Senate. 

15 (iv) RULINGS OF THE CHAIR ON PRO16 CEDURE.—Appeals from the decisions of 

17 the Chair relating to the application of the 

18 rules of the Senate, as the case may be, to 

19 the procedure relating to a joint resolution 

20 shall be decided without debate. 

21 (5) RULES RELATING TO SENATE AND HOUSE

22 OF REPRESENTATIVES.— 

23 (A) COORDINATION WITH ACTION BY

24 OTHER HOUSE.—If, before the passage by one 

25 House of a joint resolution of that House, that 


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1 House receives from the other House a joint 

2 resolution, then the following procedures shall 

3 apply: 

4 (i) The joint resolution of the other 

5 House shall not be referred to a com6 mittee. 

7 (ii) With respect to a joint resolution 

8 of the House receiving the resolution— 

9 (I) the procedure in that House 

10 shall be the same as if no joint resolu11 tion had been received from the other 

12 House; but 

13 (II) the vote on passage shall be 

14 on the joint resolution of the other 

15 House. 

16 (B) TREATMENT OF JOINT RESOLUTION

17 OF OTHER HOUSE.—If one House fails to intro18 duce or consider a joint resolution under this 

19 subsection, the joint resolution of the other 

20 House shall be entitled to expedited floor proce21 dures under this subsection. 

22 (C) TREATMENT OF COMPANION MEAS23 URES.—If, following passage of the joint resolu24 tion in the Senate, the Senate then receives the 

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1 resentatives, the companion measure shall not 

2 be debatable. 

3 (D) CONSIDERATION AFTER PASSAGE.— 

4 (i) IN GENERAL.—If Congress passes 

5 a joint resolution, the period beginning on 

6 the date the President is presented with 

7 the joint resolution and ending on the date 

8 the President takes action with respect to 

9 the joint resolution shall be disregarded in 

10 computing the 15-calendar day period de11 scribed in paragraph (1)(A). 

12 (ii) VETOES.—If the President vetoes 

13 the joint resolution— 

14 (I) the period beginning on the 

15 date the President vetoes the joint 

16 resolution and ending on the date the 

17 Congress receives the veto message 

18 with respect to the joint resolution 

19 shall be disregarded in computing the 

20 15-calendar day period described in 

21 paragraph (1)(A); and 

22 (II) debate on a veto message in 

23 the Senate under this subsection shall 

24 be 1 hour equally divided between the 


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1 majority and minority leaders or their 

2 designees. 

3 (E) RULES OF HOUSE OF REPRESENTA4 TIVES AND SENATE.—This paragraph, and 

5 paragraphs (2), (3), and (4) are enacted by 

6 Congress— 

7 (i) as an exercise of the rulemaking 

8 power of the Senate and House of Rep9 resentatives, respectively, and as such it is 

10 deemed a part of the rules of each House, 

11 respectively, but applicable only with re12 spect to the procedure to be followed in 

13 that House in the case of a joint resolu14 tion, and it supersedes other rules only to 

15 the extent that it is inconsistent with such 

16 rules; and 

17 (ii) with full recognition of the con18 stitutional right of either House to change 

19 the rules (so far as relating to the proce20 dure of that House) at any time, in the 

21 same manner, and to the same extent as in 

22 the case of any other rule of that House. 

23 SEC. 4. DEFINITIONS. 

24 As used in this Act— 


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

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

3 financial assistance under the Troubled Asset Relief 

4 Program or any other provision of the Emergency 

5 Economic Stabilization Act of 2008 (Public Law 

6 110–343), such that the Federal Government holds 

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

8 not less than a 10 percent ownership stake in the 

9 company as a result of such assistance; 

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

11 of the Treasury or the designee of the Secretary; 

12 and 

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

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

15 section 3 of the Securities Exchange Act of 1934 

16 (15 U.S.C. 78c). 

Æ 


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