I 

111TH CONGRESS 

1ST SESSION H. R. 3594 

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 HOUSE OF REPRESENTATIVES 

SEPTEMBER 17, 2009 

Mr. BACHUS (for himself, Mr. BOEHNER, Mr. KANJORSKI, Mr. GARRETT of 

New Jersey, Mr. MOORE of Kansas, Mr. LEE of New York, Ms. 

HERSETH SANDLIN, Mr. ROGERS of Alabama, Mr. JONES, Mrs. 

BACHMANN, and Mr. PAULSEN) introduced the following bill; which was 

referred to the Committee on Financial Services, and in addition to the 

Committee on Rules, for a period to be subsequently determined by the 

Speaker, in each case for consideration of such provisions as fall within 

the jurisdiction of the committee concerned 

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, 


jbell on DSKDVH8Z91PROD with BILLS
2 

•HR 3594 IH

1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘TARP Recipient Own3 ership Trust Act of 2009’’. 

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

5 TO DELEGATE TARP ASSET MANAGEMENT. 

6 Section 106(b) of the Emergency Economic Stabiliza7 tion Act of 2008 (12 U.S.C. 5216(b)) is amended by in8 serting before the period at the end the following: ‘‘, and 

9 the Secretary may delegate such management authority 

10 to a private entity, as the Secretary determines appro11 priate, with respect to any entity assisted under this Act’’. 

12 SEC. 3. CREATION OF MANAGEMENT AUTHORITY FOR DES13 IGNATED TARP RECIPIENTS. 

14 (a) FEDERAL ASSISTANCE LIMITED.—Notwith15 standing any provision of the Emergency Economic Sta16 bilization Act of 2008, or any other provision of law, no 

17 funds may be expended under the Troubled Asset Relief 

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

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

20 the Treasury transfers all voting, nonvoting, and common 

21 equity in any designated TARP recipient to a limited li22 ability company established by the Secretary for such pur23 pose, to be held and managed in trust on behalf of the 

24 United States taxpayers. 

25 (b) APPOINTMENT OF TRUSTEES.— 


jbell on DSKDVH8Z91PROD with BILLS
3 

•HR 3594 IH

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

2 3 independent trustees to manage the equity held in 

3 the trust, separate and apart from the United States 

4 Government. 

5 (2) CRITERIA.—Trustees appointed under this 

6 subsection— 

7 (A) may not be elected or appointed Gov8 ernment officials; 

9 (B) shall serve at the pleasure of the 

10 President, and may be removed for just cause 

11 in violation of their fiduciary responsibilities 

12 only; and 

13 (C) shall each be paid at a rate equal to 

14 the rate payable for positions at level III of the 

15 Executive Schedule under section 5311 of title 

16 5, United States Code. 

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

18 interests and investment of the United States taxpayer, 

19 the trust established under this section shall, with the pur20 pose of maximizing the profitability of the designated 

21 TARP recipient— 

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

23 the taxpayer on all core governance issues; 

24 (2) select the representation on the boards of 

25 directors of any designated TARP recipient; and 


jbell on DSKDVH8Z91PROD with BILLS
4 

•HR 3594 IH

1 (3) have a fiduciary duty to the American tax2 payer for the maximization of the return on the in3 vestment of the taxpayer made under the Emergency 

4 Economic Stabilization Act of 2008, in the same 

5 manner and to the same extent that any director of 

6 an issuer of securities has with respect to its share7 holders under the securities laws and all applications 

8 of State law. 

9 (d) LIQUIDATION.— 

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

11 the trust established under this section, including 

12 the assets held by such trust, not later than Decem13 ber 24, 2011, unless— 

14 (A) the trustees submit a report to the 

15 Congress that liquidation would not maximize 

16 the profitability of the company and the return 

17 on investment to the taxpayer; and 

18 (B) within 15 calendar days after the date 

19 on which the Congress receives such report, 

20 there is enacted into law a joint resolution de21 scribed in paragraph (2). 

22 (2) CONTENTS OF JOINT RESOLUTION.—For 

23 purposes of this subsection, the term ‘‘joint resolu24 tion’’ means only a joint resolution— 


jbell on DSKDVH8Z91PROD with BILLS
5 

•HR 3594 IH

1 (A) that is introduced not later than 3 cal2 endar days after the date on which the report 

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

4 the Congress; 

5 (B) which does not have a preamble; 

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

7 resolution relating to the approval of the con8 tinuation of the TARP management trust’’; and 

9 (D) the matter after the resolving clause of 

10 which is as follows: ‘‘That Congress approves 

11 the continuation of the TARP management 

12 trust established under the TARP Recipient 

13 Ownership Trust Act of 2009.’’. 

14 (3) FAST TRACK CONSIDERATION IN HOUSE OF

15 REPRESENTATIVES.— 

16 (A) RECONVENING.—Upon receipt of a re17 port under paragraph (1)(A), the Speaker, if 

18 the House would otherwise be adjourned, shall 

19 notify the Members of the House that, pursuant 

20 to this subsection, the House shall convene not 

21 later than the second calendar day after receipt 

22 of such report. 

23 (B) REPORTING AND DISCHARGE.—Any 

24 committee of the House of Representatives to 

25 which a joint resolution is referred shall report 


jbell on DSKDVH8Z91PROD with BILLS
6 

•HR 3594 IH

1 it to the House not later than 5 calendar days 

2 after the date of receipt of the report described 

3 in paragraph (1)(A). If a committee fails to re4 port the joint resolution within that period, the 

5 committee shall be discharged from further con6 sideration of the joint resolution and the joint 

7 resolution shall be referred to the appropriate 

8 calendar. 

9 (C) PROCEEDING TO CONSIDERATION.— 

10 After each committee authorized to consider a 

11 joint resolution reports it to the House or has 

12 been discharged from its consideration, it shall 

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

14 Congress receives the report described in para15 graph (1)(A), to move to proceed to consider 

16 the joint resolution in the House. All points of 

17 order against the motion are waived. Such a 

18 motion shall not be in order after the House 

19 has disposed of a motion to proceed on the joint 

20 resolution. The previous question shall be con21 sidered as ordered on the motion to its adoption 

22 without intervening motion. The motion shall 

23 not be debatable. A motion to reconsider the 

24 vote by which the motion is disposed of shall 

25 not be in order. 


jbell on DSKDVH8Z91PROD with BILLS
7 

•HR 3594 IH

1 (D) CONSIDERATION.—The joint resolu2 tion shall be considered as read. All points of 

3 order against the joint resolution and against 

4 its consideration are waived. The previous ques5 tion shall be considered as ordered on the joint 

6 resolution to its passage without intervening 

7 motion except two hours of debate equally di8 vided and controlled by the proponent and an 

9 opponent. A motion to reconsider the vote on 

10 passage of the joint resolution shall not be in 

11 order. 

12 (4) FAST TRACK CONSIDERATION IN SENATE.— 

13 (A) RECONVENING.—Upon receipt of a re14 port under paragraph (1)(A), if the Senate has 

15 adjourned or recessed for more than 2 days, the 

16 majority leader of the Senate, after consultation 

17 with the minority leader of the Senate, shall no18 tify the Members of the Senate that, pursuant 

19 to this subsection, the Senate shall convene not 

20 later than the second calendar day after receipt 

21 of such message. 

22 (B) PLACEMENT ON CALENDAR.—Upon in23 troduction in the Senate, the joint resolution 

24 shall be placed immediately on the calendar. 

25 (C) FLOOR CONSIDERATION.— 


jbell on DSKDVH8Z91PROD with BILLS
8 

•HR 3594 IH

1 (i) IN GENERAL.—Notwithstanding 

2 Rule XXII of the Standing Rules of the 

3 Senate, it is in order at any time during 

4 the period beginning on the 4th day after 

5 the date on which Congress receives a re6 port of the plan of the Secretary described 

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

8 day after the date on which Congress re9 ceives a report of the plan of the Secretary 

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

11 though a previous motion to the same ef12 fect has been disagreed to) to move to pro13 ceed to the consideration of the joint reso14 lution, and all points of order against the 

15 joint resolution (and against consideration 

16 of the joint resolution) are waived. The 

17 motion to proceed is not debatable. The 

18 motion is not subject to a motion to post19 pone. A motion to reconsider the vote by 

20 which the motion is agreed to or disagreed 

21 to shall not be in order. If a motion to pro22 ceed to the consideration of the resolution 

23 is agreed to, the joint resolution shall re24 main the unfinished business until dis25 posed of. 


jbell on DSKDVH8Z91PROD with BILLS
9 

•HR 3594 IH

1 (ii) DEBATE.—Debate on the joint 

2 resolution, and on all debatable motions 

3 and appeals in connection therewith, shall 

4 be limited to not more than 10 hours, 

5 which shall be divided equally between the 

6 majority and minority leaders or their des7 ignees. A motion further to limit debate is 

8 in order and not debatable. An amendment 

9 to, or a motion to postpone, or a motion to 

10 proceed to the consideration of other busi11 ness, or a motion to recommit the joint 

12 resolution is not in order. 

13 (iii) VOTE ON PASSAGE.—The vote on 

14 passage shall occur immediately following 

15 the conclusion of the debate on a joint res16 olution, and a single quorum call at the 

17 conclusion of the debate if requested in ac18 cordance with the rules of the Senate. 

19 (iv) RULINGS OF THE CHAIR ON PRO20 CEDURE.—Appeals from the decisions of 

21 the Chair relating to the application of the 

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

23 the procedure relating to a joint resolution 

24 shall be decided without debate. 


jbell on DSKDVH8Z91PROD with BILLS
10 

•HR 3594 IH

1 (5) RULES RELATING TO SENATE AND HOUSE

2 OF REPRESENTATIVES.— 

3 (A) COORDINATION WITH ACTION BY

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

5 House of a joint resolution of that House, that 

6 House receives from the other House a joint 

7 resolution, then the following procedures shall 

8 apply: 

9 (i) The joint resolution of the other 

10 House shall not be referred to a com11 mittee. 

12 (ii) With respect to a joint resolution 

13 of the House receiving the resolution— 

14 (I) the procedure in that House 

15 shall be the same as if no joint resolu16 tion had been received from the other 

17 House; but 

18 (II) the vote on passage shall be 

19 on the joint resolution of the other 

20 House. 

21 (B) TREATMENT OF JOINT RESOLUTION

22 OF OTHER HOUSE.—If one House fails to intro23 duce or consider a joint resolution under this 

24 subsection, the joint resolution of the other 


jbell on DSKDVH8Z91PROD with BILLS
11 

•HR 3594 IH

1 House shall be entitled to expedited floor proce2 dures under this subsection. 

3 (C) TREATMENT OF COMPANION MEAS4 URES.—If, following passage of the joint resolu5 tion in the Senate, the Senate then receives the 

6 companion measure from the House of Rep7 resentatives, the companion measure shall not 

8 be debatable. 

9 (D) CONSIDERATION AFTER PASSAGE.— 

10 (i) IN GENERAL.—If Congress passes 

11 a joint resolution, the period beginning on 

12 the date the President is presented with 

13 the joint resolution and ending on the date 

14 the President takes action with respect to 

15 the joint resolution shall be disregarded in 

16 computing the 15-calendar day period de17 scribed in paragraph (1)(A). 

18 (ii) VETOES.—If the President vetoes 

19 the joint resolution— 

20 (I) the period beginning on the 

21 date the President vetoes the joint 

22 resolution and ending on the date the 

23 Congress receives the veto message 

24 with respect to the joint resolution 

25 shall be disregarded in computing the 


jbell on DSKDVH8Z91PROD with BILLS
12 

•HR 3594 IH

1 15-calendar day period described in 

2 paragraph (1)(A); and 

3 (II) debate on a veto message in 

4 the Senate under this subsection shall 

5 be 1 hour equally divided between the 

6 majority and minority leaders or their 

7 designees. 

8 (E) RULES OF HOUSE OF REPRESENTA9 TIVES AND SENATE.—This paragraph, and 

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

11 Congress— 

12 (i) as an exercise of the rulemaking 

13 power of the Senate and House of Rep14 resentatives, respectively, and as such it is 

15 deemed a part of the rules of each House, 

16 respectively, but applicable only with re17 spect to the procedure to be followed in 

18 that House in the case of a joint resolu19 tion, and it supersedes other rules only to 

20 the extent that it is inconsistent with such 

21 rules; and 

22 (ii) with full recognition of the con23 stitutional right of either House to change 

24 the rules (so far as relating to the proce25 dure of that House) at any time, in the 


jbell on DSKDVH8Z91PROD with BILLS
13 

•HR 3594 IH

1 same manner, and to the same extent as in 

2 the case of any other rule of that House. 

3 SEC. 4. DEFINITIONS. 

4 As used in this Act— 

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

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

7 financial assistance under the Troubled Asset Relief 

8 Program or any other provision of the Emergency 

9 Economic Stabilization Act of 2008 (Public Law 

10 110–343), such that the Federal Government holds 

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

12 not less than a 15 percent ownership stake in the 

13 company as a result of such assistance; 

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

15 of the Treasury or the designee of the Secretary; 

16 and 

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

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

19 section 3 of the Securities Exchange Act of 1934 

20 (15 U.S.C. 78c). 

Æ 


jbell on DSKDVH8Z91PROD with BILLS