II 

111TH CONGRESS 

1ST SESSION S. 1198 

To limit disbursement of additional funds under the Troubled Asset Relief 

Program to certain automobile manufacturers, to impose fiduciary duties 

on the Secretary of the Treasury with respect to shareholders of such 

automobile manufacturers, to require the issuance of shares of common 

stock to eligible taxpayers which represent the common stock holdings 

of the United States Government in such automobile manufacturers, 

and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

JUNE 8, 2009 

Mr. ALEXANDER (for himself, Mr. BENNETT, Mr. MCCONNELL, Mr. KYL, Mr. 

VITTER, Mr. CORNYN, Mr. ISAKSON, Mr. ROBERTS, Mr. GREGG, and Mr. 

WICKER) introduced the following bill; which was read twice and referred 

to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To limit disbursement of additional funds under the Troubled 

Asset Relief Program to certain automobile manufacturers, to impose fiduciary duties on the Secretary of the 

Treasury with respect to shareholders of such automobile 

manufacturers, to require the issuance of shares of common stock to eligible taxpayers which represent the common stock holdings of the United States Government 

in such automobile manufacturers, and for other purposes. 


tjames on PRODPC75 with BILLS
2 

•S 1198 IS

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 ‘‘Auto Stock for Every 

5 Taxpayer Act’’. 

6 SEC. 2. RESTRICTIONS ON TARP EXPENDITURES FOR 

7 AUTOMOBILE MANUFACTURERS; FIDUCIARY 

8 DUTY TO TAXPAYERS; REQUIRED ISSUANCE 

9 OF COMMON STOCK TO TAXPAYERS. 

10 (a) PROHIBITION ON FURTHER TARP FUNDS.— 

11 Notwithstanding any provision of the Emergency Eco12 nomic Stabilization Act of 2008 (Public Law 110–434), 

13 or any other provision of law, the Secretary may not ex14 pend or obligate any funds made available under that Act 

15 on or after the date of enactment of this Act with respect 

16 to any designated automobile manufacturer. 

17 (b) FIDUCIARY DUTY TO SHAREHOLDERS.—With re18 spect to any designated automobile manufacturer, the Sec19 retary, and the designee of the Secretary who is respon20 sible for the exercise of shareholder voting rights with re21 spect to a designated automobile manufacturer pursuant 

22 to assistance provided under the Emergency Economic 

23 Stabilization Act of 2008, shall have a fiduciary duty to 

24 the American taxpayer for the maximization of the return 

25 on the investment of the taxpayer under that Act, in the 


tjames on PRODPC75 with BILLS
3 

•S 1198 IS

1 same manner, and to the same extent that any director 

2 of an issuer of securities has with respect to its share3 holders under the securities laws and all applicable provi4 sions of State law. 

5 (c) REQUIRED ISSUANCE OF COMMON STOCK TO EL6 IGIBLE TAXPAYERS.—Not later than 1 year after the 

7 emergence of any designated automobile manufacturer 

8 from bankruptcy protection described in subsection 

9 (e)(1)(B), the Secretary shall issue a certificate of com10 mon stock to each eligible taxpayer, which shall represent 

11 such taxpayer’s share of the aggregate common stock 

12 holdings of the United States Government in the des13 ignated automobile manufacturer on such date. 

14 (d) CIVIL ACTIONS AUTHORIZED.—A person who is 

15 aggrieved of a violation of the fiduciary duty established 

16 under subsection (b) may bring a civil action in an appro17 priate United States district court to obtain injunctive or 

18 other equitable relief relating to the violation. 

19 (e) DEFINITIONS.—As used in this section— 

20 (1) the term ‘‘designated automobile manufac21 turer’’ means an entity organized under the laws of 

22 a State, the primary business of which is the manu23 facture of automobiles, and any affiliate thereof, if 

24 such automobile manufacturer— 


tjames on PRODPC75 with BILLS
4 

•S 1198 IS

1 (A) has received funds under the Emer2 gency Economic Stabilization Act of 2008 

3 (Public Law 110–434), or funds were obligated 

4 under that Act, before the date of enactment of 

5 this Act; and 

6 (B) has filed for bankruptcy protection 

7 under chapter 11 of title 11, United States 

8 Code, during the 90-day period preceding the 

9 date of enactment of this Act; 

10 (2) the term ‘‘eligible taxpayer’’ means any in11 dividual taxpayer who filed a Federal taxable return 

12 for taxable year 2008 (including any joint return) 

13 not later than the due date for such return (includ14 ing any extension); 

15 (3) the term ‘‘Secretary’’ means the Secretary 

16 of the Treasury or the designee of the Secretary; 

17 and 

18 (4) the terms ‘‘director’’, ‘‘issuer’’, ‘‘securities’’, 

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

20 section 3 of the Securities Exchange Act of 1934 

21 (15 U.S.C. 78c). 

Æ 


tjames on PRODPC75 with BILLS