II 

115TH CONGRESS 

2D SESSION S. 2605 

To prohibit public companies from repurchasing their shares on the open 

market, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

MARCH 22, 2018 

Ms. BALDWIN (for herself, Ms. WARREN, and Mr. SCHATZ) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To prohibit public companies from repurchasing their shares 

on the open market, 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 ‘‘Reward Work Act’’. 

5 SEC. 2. PROHIBITION ON STOCK BUYBACKS ON THE OPEN 

6 MARKET. 

7 (a) DEFINITIONS.—In this section— 

8 (1) the terms ‘‘equity security’’, ‘‘exchange’’, 

9 and ‘‘issuer’’ have the meanings given the terms in 


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•S 2605 IS

1 section 3 of the Securities Exchange Act of 1934 

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

3 (2) the term ‘‘national securities exchange’’ 

4 means an exchange registered under section 6 of the 

5 Securities Exchange Act of 1934 (15 U.S.C. 78f). 

6 (b) PROHIBITIONS.—Notwithstanding any other pro7 vision of law, no issuer may purchase an equity security 

8 of the issuer on a national securities exchange. 

9 (c) NO FORCE OR EFFECT.—Section 240.10b–18 of 

10 title 17, Code of Federal Regulations, shall have no force 

11 or effect. 

12 (d) RULE OF CONSTRUCTION.—Nothing in this sec13 tion may be construed to affect tender offers subject to 

14 section 240.13e–4 and sections 240.14e–1 through 

15 240.14f–1 of title 17, Code of Federal Regulations. 

16 SEC. 3. WORKER REPRESENTATION ON CORPORATE BOARD 

17 OF DIRECTORS. 

18 (a) DEFINITIONS.—In this section— 

19 (1) the term ‘‘director’’ has the meaning given 

20 the term in section 3 of the Securities Exchange Act 

21 of 1934 (15 U.S.C. 78c); and 

22 (2) the term ‘‘employee’’ has the meaning given 

23 the term in section 2 of the National Labor Rela24 tions Act (29 U.S.C. 152). 


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1 (b) REGISTRATION REQUIREMENTS FOR SECURI2 TIES.—Section 12(b) of the Securities Exchange Act of 

3 1934 (15 U.S.C. 78l(b)(1)) is amended by adding at the 

4 end the following: 

5 ‘‘(4) No issuer may register securities on a national exchange unless at least 1 6 ⁄3 of the issuer’s di7 rectors are chosen by the issuing company’s employ8 ees in a one-employee-one-vote election process.’’. 

9 (c) POLICY.—The Securities and Exchange Commis10 sion, in consultation with the National Labor Relations 

11 Board, shall promulgate regulations— 

12 (1) to ensure that director elections at issuing 

13 firms are fair and democratic; and 

(2) to ensure that 1 14 ⁄3 of an issuer’s board of di15 rectors will be composed of employee representatives 

16 within 2 years of the date of enactment of this Act. 

17 SEC. 4. REGULATIONS. 

18 The Securities and Exchange Commission shall pro19 mulgate regulations to direct national securities exchanges 

20 and issuers, as defined in section 2(a), to comply with this 

21 Act and the amendments made by this Act. 

Æ 


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