I 

115TH CONGRESS 

2D SESSION H. R. 7294 

To establish the obligations of certain large business entities in the United 

States, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

DECEMBER 13, 2018 

Mr. BEN RAY LUJA ́N of New Mexico (for himself, Mr. BRENDAN F. BOYLE

of Pennsylvania, Mr. LYNCH, Mr. POCAN, and Ms. SCHAKOWSKY) introduced the following bill; which was referred to the Committee on Energy 

and Commerce, and in addition to the Committees on Ways and Means, 

Financial Services, House Administration, and Education and the Workforce, 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 establish the obligations of certain large business entities 

in the United States, 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 ‘‘Accountable Cap5 italism Act’’. 

6 SEC. 2. DEFINITIONS. 

7 In this Act: 


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1 (1) DIRECTOR.—The term ‘‘Director’’ means 

2 the Director of the Office. 

3 (2) LARGE ENTITY.— 

4 (A) IN GENERAL.—The term ‘‘large enti5 ty’’ means an entity that— 

6 (i) is organized under the laws of a 

7 State as a corporation, body corporate, 

8 body politic, joint stock company, or lim9 ited liability company; 

10 (ii) engages in interstate commerce; 

11 and 

12 (iii) in a taxable year, according to in13 formation provided by the entity to the In14 ternal Revenue Service, has more than 

15 $1,000,000,000 in gross receipts. 

16 (B) AGGREGATION RULES.—All entities 

17 treated as a single employer under subsection 

18 (a) or (b) of section 52 of the Internal Revenue 

19 Code of 1986, or subsection (m) or (o) of sec20 tion 414 of such Code, shall be treated as 1 en21 tity for the purposes of subparagraph (A). 

22 (3) OFFICE.—The term ‘‘Office’’ means the Of23 fice of United States Corporations established under 

24 section 3. 


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1 (4) OFFICER.—The term ‘‘officer’’ means, with 

2 respect to a United States corporation— 

3 (A) the president of the United States cor4 poration; 

5 (B) the principal operating officer of the 

6 United States corporation; 

7 (C) the principal accounting officer of the 

8 United States corporation or, if the United 

9 States corporation does not have such an ac10 counting officer, the controller of the United 

11 States corporation; and 

12 (D) any vice president in charge of a prin13 cipal business unit, division, or function of the 

14 United States corporation. 

15 (5) STATE.—The term ‘‘State’’ means— 

16 (A) each of the several States of the 

17 United States; 

18 (B) the District of Columbia; 

19 (C) the Commonwealth of Puerto Rico; 

20 (D) Guam; 

21 (E) the United States Virgin Islands; 

22 (F) American Samoa; and 

23 (G) the Commonwealth of the Northern 

24 Mariana Islands. 


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1 (6) UNITED STATES CORPORATION.—The term 

2 ‘‘United States corporation’’ means a large entity 

3 with respect to which the Office has granted a char4 ter under section 3. 

5 SEC. 3. OFFICE OF UNITED STATES CORPORATIONS. 

6 (a) ESTABLISHMENT.—There is established within 

7 the Department of Commerce the Office of United States 

8 Corporations. 

9 (b) DIRECTOR.— 

10 (1) ESTABLISHMENT OF POSITION.—There is 

11 established the position of Director of the Office, 

12 who shall be the head of the Office. 

13 (2) APPOINTMENT; TERM.— 

14 (A) APPOINTMENT.—Except as provided in 

15 subparagraph (E), the Director shall be ap16 pointed by the President, by and with the ad17 vice and consent of the Senate, from among in18 dividuals who are citizens of the United States. 

19 (B) TERM.—The Director shall be ap20 pointed for a term of 4 years, unless removed 

21 before the end of that term by the President. 

22 (C) VACANCY.—A vacancy in the position 

23 of Director that occurs before the expiration of 

24 the term for which a Director was appointed 

25 shall be filled in the manner established under 


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1 subparagraph (A), and the Director appointed 

2 to fill that vacancy shall be appointed only for 

3 the remainder of that term. 

4 (D) SERVICE AFTER END OF TERM.—An 

5 individual may serve as the Director after the 

6 expiration of the term for which the individual 

7 was appointed until a successor has been ap8 pointed. 

9 (E) INITIAL DIRECTOR.—The Secretary of 

10 Commerce shall appoint an individual to serve 

11 as the Director until an individual is appointed 

12 to serve as the Director in accordance with sub13 paragraph (A). 

14 (c) DUTIES.—The Office shall— 

15 (1) review and grant charter applications for 

16 large entities; 

17 (2) monitor whether large entities have ob18 tained a charter in accordance with this Act; 

19 (3) except as provided in paragraph (4)(B), 

20 refer any violation of this Act to the appropriate 

21 Federal agency for enforcement with respect to that 

22 violation; and 

23 (4) when appropriate— 

24 (A) rescind the charters of United States 

25 corporations under section 4(b); 


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1 (B) revoke the charters of United States 

2 corporations under sections 6(c)(2)(B)(ii), 

3 8(c)(2), and 9; and 

4 (C) issue rules to prevent entities from 

5 taking action to intentionally avoid qualifying 

6 as large entities. 

7 (d) DISCLOSURE OF TAXPAYER IDENTITY INFORMA8 TION FOR USE BY OFFICE.— 

9 (1) IN GENERAL.—Section 6103(m) of the In10 ternal Revenue Code of 1986 is amended by adding 

11 at the end the following: 

12 ‘‘(8) OFFICE OF UNITED STATES CORPORA13 TIONS.—Upon written request by the Director of the 

14 Office of United States Corporations, the Secretary 

15 shall disclose taxpayer identity information to offi16 cers and employees of the Office of United States 

17 Corporations solely for purposes of identifying any 

18 taxpayer that satisfies the requirement under section 

19 2(2)(A)(iii) or 4(b) of the Accountable Capitalism 

20 Act for the most recent taxable year for which infor21 mation is available.’’. 

22 (2) EFFECTIVE DATE.—The amendment made 

23 by this subsection shall take effect on the date of en24 actment of this Act. 


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1 SEC. 4. REQUIREMENT FOR LARGE ENTITIES TO OBTAIN 

2 CHARTERS. 

3 (a) LARGE ENTITIES.— 

4 (1) IN GENERAL.—An entity that is organized 

5 as a corporation, body corporate, body politic, joint 

6 stock company, or limited liability company in a 

7 State shall obtain a charter from the Office as fol8 lows: 

9 (A) If the entity is a large entity with re10 spect to the most recently completed taxable 

11 year of the entity before the date of enactment 

12 of this Act, the entity shall obtain the charter 

13 not later than 2 years after the date of enact14 ment of this Act. 

15 (B) If the entity is a large entity with re16 spect to any taxable year of the entity that be17 gins after the date of enactment of this Act, the 

18 entity shall obtain the charter not later than 1 

19 year after the last day of that taxable year. 

20 (2) FAILURE TO OBTAIN CHARTER.—An entity 

21 to which paragraph (1) applies and that fails to ob22 tain a charter from the Office as required under 

23 that paragraph shall not be treated as a corporation, 

24 body corporate, body politic, joint-stock company, or 

25 limited liability company, as applicable, for the pur26 poses of Federal law during the period beginning on 


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1 the date on which the entity is required to obtain a 

2 charter under that paragraph and ending on the 

3 date on which the entity obtains the charter. 

4 (b) RESCISSIONS.— 

5 (1) IN GENERAL.—An entity that has obtained 

6 a charter as a United States corporation and, with 

7 respect to a subsequent taxable year of the entity, 

8 is not a large entity may file a petition with the Of9 fice to rescind the charter of the United States cor10 poration. 

11 (2) DETERMINATION.—Not later than 180 days 

12 after the date on which the Office receives a petition 

13 that an entity files under paragraph (1), the Office 

14 shall grant the petition if the Office determines that 

15 the entity, with respect to the most recently com16 pleted taxable year of the entity preceding the date 

17 on which the petition was filed, was not a large enti18 ty. 

19 SEC. 5. RESPONSIBILITIES OF UNITED STATES CORPORA20 TIONS. 

21 (a) DEFINITIONS.—In this section: 

22 (1) GENERAL PUBLIC BENEFIT.—The term 

23 ‘‘general public benefit’’ means a material positive 

24 impact on society resulting from the business and 


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1 operations of a United States corporation, when 

2 taken as a whole. 

3 (2) SUBSIDIARY.—The term ‘‘subsidiary’’ 

4 means, with respect to a person, an entity in which 

5 the person owns beneficially or of record not less 

6 than 50 percent of the outstanding equity interests 

7 of the entity, calculated as if all outstanding rights 

8 to acquire equity interests in the entity had been ex9 ercised. 

10 (b) CHARTER REQUIREMENTS.— 

11 (1) IN GENERAL.—The charter of a large entity 

12 that is filed with the Office shall state that the enti13 ty is a United States corporation. 

14 (2) CORPORATE PURPOSES.—A United States 

15 corporation shall have the purpose of creating a gen16 eral public benefit, which shall be— 

17 (A) identified in the charter of the United 

18 States corporation; and 

19 (B) in addition to the purpose of the 

20 United States corporation under the articles of 

21 incorporation in the State in which the United 

22 States corporation is incorporated, if applicable. 

23 (c) STANDARD OF CONDUCT FOR DIRECTORS AND

24 OFFICERS.— 


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1 (1) CONSIDERATION OF INTERESTS.—In dis2 charging the duties of their respective positions, and 

3 in considering the best interests of a United States 

4 corporation, the board of directors, committees of 

5 the board of directors, and individual directors of a 

6 United States corporation— 

7 (A) shall manage or direct the business 

8 and affairs of the United States corporation in 

9 a manner that— 

10 (i) seeks to create a general public 

11 benefit; and 

12 (ii) balances the pecuniary interests of 

13 the shareholders of the United States cor14 poration with the best interests of persons 

15 that are materially affected by the conduct 

16 of the United States corporation; and 

17 (B) in carrying out subparagraph (A)— 

18 (i) shall consider the effects of any ac19 tion or inaction on— 

20 (I) the shareholders of the 

21 United States corporation; 

22 (II) the employees and workforce 

23 of— 

24 (aa) the United States cor25 poration; 


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1 (bb) the subsidiaries of the 

2 United States corporation; and 

3 (cc) the suppliers of the 

4 United States corporation; 

5 (III) the interests of customers 

6 and subsidiaries of the United States 

7 corporation as beneficiaries of the 

8 general public benefit purpose of the 

9 United States corporation; 

10 (IV) community and societal fac11 tors, including those of each commu12 nity in which offices or facilities of the 

13 United States corporation, subsidi14 aries of the United States corporation, 

15 or suppliers of the United States cor16 poration are located; 

17 (V) the local and global environ18 ment; 

19 (VI) the short-term and long20 term interests of the United States 

21 corporation, including— 

22 (aa) benefits that may ac23 crue to the United States cor24 poration from the long-term 


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1 plans of the United States cor2 poration; and 

3 (bb) the possibility that 

4 those interests may be best 

5 served by the continued inde6 pendence of the United States 

7 corporation; and 

8 (VII) the ability of the United 

9 States corporation to accomplish the 

10 general public benefit purpose of the 

11 United States corporation; 

12 (ii) may consider— 

13 (I) other pertinent factors; or 

14 (II) the interests of any other 

15 group that are identified in the arti16 cles of incorporation in the State in 

17 which the United States corporation is 

18 incorporated, if applicable; and 

19 (iii) shall not be required to give pri20 ority to a particular interest or factor de21 scribed in clause (i) or (ii) over any other 

22 interest or factor. 

23 (2) STANDARD OF CONDUCT FOR OFFICERS.— 

24 Each officer of a United States corporation shall 

25 balance and consider the interests and factors deVerDate Sep 11 2014 03:50 Dec 18, 2018 Jkt 089200 PO 00000 Frm 00012 Fmt 6652 Sfmt 6201 E:\BILLS\H7294.IH H7294

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1 scribed in paragraph (1)(B)(i) in the manner de2 scribed in paragraph (1)(B)(iii) if— 

3 (A) the officer has discretion to act with 

4 respect to a matter; and 

5 (B) it reasonably appears to the officer 

6 that the matter may have a material effect on 

7 the creation by the United States corporation of 

8 a general public benefit identified in the charter 

9 of the United States corporation. 

10 (3) EXONERATION FROM PERSONAL LIABIL11 ITY.—Except as provided in the charter of a United 

12 States corporation, neither a director nor an officer 

13 of a United States corporation may be held person14 ally liable for monetary damages for— 

15 (A) any action or inaction in the course of 

16 performing the duties of a director under para17 graph (1) or an officer under paragraph (2), as 

18 applicable, if the director or officer was not in19 terested with respect to the action or inaction; 

20 or 

21 (B) the failure of the United States cor22 poration to pursue or create a general public 

23 benefit. 

24 (4) LIMITATION ON STANDING.—Neither a di25 rector nor an officer of a United States corporation 


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1 shall have any duty to a person that is a beneficiary 

2 of the general public benefit purpose of the United 

3 States corporation because of the status of the per4 son as such a beneficiary. 

5 (5) BUSINESS JUDGMENTS.—A director or an 

6 officer of a United States corporation who makes a 

7 business judgment in good faith shall be deemed to 

8 have fulfilled the duty of the director under para9 graph (1) or the officer under paragraph (2), as ap10 plicable, if the director or officer— 

11 (A) is not interested in the subject of the 

12 business judgment; 

13 (B) is informed with respect to the subject 

14 of the business judgment to an extent that the 

15 director reasonably believes to be appropriate 

16 under the circumstances; and 

17 (C) rationally believes that the business 

18 judgment is in the best interests of the United 

19 States corporation. 

20 (d) RIGHT OF ACTION.— 

21 (1) LIMITATION ON LIABILITY OF CORPORA22 TION.—A United States corporation shall not be lia23 ble for monetary damages under this section for any 

24 failure of the United States corporation to pursue or 

25 create a general public benefit. 


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1 (2) STANDING.—A proceeding to enforce the re2 quirements of this section may be commenced or 

3 maintained only— 

4 (A) directly by the United States corpora5 tion to which the proceeding applies; or 

6 (B) derivatively, under the laws of the 

7 State in which the United States corporation is 

8 organized, by a person, or a group of persons, 

9 that own— 

10 (i) beneficially or of record not less 

11 than 2 percent of the total number of 

12 shares of a class or series outstanding at 

13 the time of the act or omission that is the 

14 subject of the proceeding; or 

15 (ii) beneficially or of record not less 

16 than 5 percent of the outstanding equity 

17 interests in an entity of which the United 

18 States corporation is a subsidiary at the 

19 time of the act or omission that is the sub20 ject of the proceeding. 

21 (3) RULE OF CONSTRUCTION REGARDING BEN22 EFICIAL OWNERSHIP.—For the purposes of this sub23 section, a person shall be construed to be the bene24 ficial owner of shares or equity interests if the 


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1 shares or equity interests are held in a voting trust 

2 or by a nominee on behalf of the person. 

3 (e) APPLICATION.— 

4 (1) RULE OF CONSTRUCTION REGARDING GEN5 ERAL CORPORATE LAW.—Nothing in this section 

6 may be construed to affect any provision of law that 

7 is applicable to a corporation, body corporate, body 

8 politic, joint stock company, or limited liability com9 pany, as applicable, that is not a United States cor10 poration. 

11 (2) APPLICABILITY OF OTHER LAWS.— 

12 (A) STATE LAW.—Except as otherwise pro13 vided in this section, the law of the State in 

14 which a United States corporation is organized 

15 shall apply with respect to the United States 

16 corporation. 

17 (B) FEDERAL LAW.—If any provision of 

18 Federal law is inconsistent with the require19 ments of this section with respect to a United 

20 States corporation, the requirements of this sec21 tion shall supersede that provision. 

22 (3) ORGANIC RECORDS.—A provision of the ar23 ticles of incorporation in the State in which a United 

24 States corporation is incorporated, if applicable, or 

25 in the bylaws of a United States corporation may 


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1 not limit, be inconsistent with, or supersede a provi2 sion of this section. 

3 SEC. 6. BOARD REPRESENTATION. 

4 (a) RULEMAKING.—Not later than 1 year after the 

5 date of enactment of this Act, the Securities and Ex6 change Commission, in consultation with the National 

7 Labor Relations Board, shall issue rules to ensure that 

8 director elections at United States corporations are fair 

9 and democratic. 

10 (b) UNITED STATES CORPORATION ELECTIONS.— 

(1) IN GENERAL.—Not less than 2 11 ⁄5 of the di12 rectors of a United States corporation shall be elect13 ed by the employees of the United States corpora14 tion using an election process that complies with the 

15 requirements of the rules issued under subsection 

16 (a). 

17 (2) EFFECTIVE DATE.—Paragraph (1) shall 

18 take effect on the date that is 1 year after the date 

19 on which the Securities and Exchange Commission 

20 issues the rules required under subsection (a). 

21 (c) ENFORCEMENT.— 

22 (1) SECURITIES AND EXCHANGE COMMIS23 SION.—The Securities and Exchange Commission, in 

24 consultation with the National Labor Relations 

25 Board, shall ensure that the elections described in 


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1 subsection (b)(1) comply with the requirements of 

2 the rules issued by the Commission under subsection 

3 (a). 

4 (2) DEPARTMENT OF LABOR.— 

5 (A) IN GENERAL.—The Secretary of Labor 

6 shall coordinate with the Office to ensure that 

7 the representation of the boards of directors of 

8 United States corporations comply with the re9 quirements under subsection (b). 

10 (B) PENALTIES.—If the representation 

11 with respect to the board of directors of a 

12 United States corporation fails to comply with 

13 the requirements under subsection (b) for a pe14 riod that is not less than 180 consecutive 

15 days— 

16 (i) the Secretary of Labor— 

17 (I) shall assess a civil money pen18 alty against the United States cor19 poration in an amount that is not less 

20 than $50,000 and not more than 

21 $100,000 for each day that such rep22 resentation is not in compliance with 

23 those requirements, including for each 

24 day during that 180-day period; and 


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1 (II) may collect the penalty de2 scribed in subclause (I) beginning on 

3 the day after the date on which that 

4 180-day period ends; and 

5 (ii) the Office may revoke the charter 

6 of the United States corporation. 

7 SEC. 7. EXECUTIVE COMPENSATION. 

8 (a) DEFINITIONS.—In this section: 

9 (1) COVERED PERSON.—The term ‘‘covered 

10 person’’ means an officer or a director of a United 

11 States corporation. 

12 (2) EQUITY SECURITY.—The term ‘‘equity secu13 rity’’ has the meaning given the term in section 3(a) 

14 of the Securities Exchange Act of 1934 (15 U.S.C. 

15 78c(a)). 

16 (3) RULE 10B–18 PURCHASE.—The term ‘‘Rule 

17 10b–18 purchase’’ has the meaning given the term 

18 in section 240.10b–18(a) of title 17, Code of Federal 

19 Regulations, as in effect on the date of enactment of 

20 this Act. 

21 (4) SUBJECT SECURITY.—The term ‘‘subject 

22 security’’ means any— 

23 (A) equity security of a United States cor24 poration; or 


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1 (B) security, the value of which is derived 

2 from, or that otherwise relates to, an equity se3 curity described in subparagraph (A). 

4 (b) SALE OF SUBJECT SECURITIES.— 

5 (1) PROHIBITIONS.—Subject to paragraph (2), 

6 no covered person with respect to a United States 

7 corporation may— 

8 (A) during the 5-year period that begins 

9 on the date on which the covered person first 

10 owns or beneficially owns a subject security 

11 with respect to that United States corporation 

12 (or an affiliate of that United States corpora13 tion), sell, transfer, pledge, assign, alienate, or 

14 hypothecate, in exchange for value, that subject 

15 security, other than— 

16 (i) in connection with the sale of the 

17 United States corporation or the affiliate, 

18 as applicable; or 

19 (ii) through— 

20 (I) a will; or 

21 (II) the laws of descent or dis22 tribution; or 

23 (B) during the 3-year period that begins 

24 on the date on which that United States cor25 poration, or an affiliate of that United States 


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1 corporation, effects a Rule 10b–18 purchase, 

2 sell any subject security with respect to that 

3 United States corporation. 

4 (2) APPLICATION.—The prohibition under para5 graph (1) shall not apply with respect to any subject 

6 security that a covered person owns or beneficially 

7 owns on the day before the date of enactment of this 

8 Act. 

9 (c) ENFORCEMENT.—The Securities and Exchange 

10 Commission may impose on any covered person that vio11 lates subsection (b) a civil penalty in an amount that is— 

12 (1) not less than the fair market value of the 

13 subject securities of which the covered person dis14 poses in violation of that subsection, as measured on 

15 the date on which the covered person makes the dis16 position; and 

17 (2) not more than the amount that is 3 times 

18 the fair market value of the subject securities of 

19 which the covered person disposes in violation of 

20 that subsection, as measured on the date on which 

21 the covered person makes the disposition. 

22 (d) RULE OF CONSTRUCTION.—For the purposes of 

23 this section, a subject security is beneficially owned by a 

24 covered person if— 


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1 (1) the subject security is held in the name of 

2 a bank, broker, or nominee for the account of the 

3 covered person; 

4 (2) the subject security is held as a joint ten5 ant, tenant in common, or tenant by the entirety or 

6 as community property by the covered person; or 

7 (3) the covered person has a pecuniary interest, 

8 by reason of any contract, understanding, or rela9 tionship, including an immediate family relationship 

10 or arrangement, in subject securities held in the 

11 name of another person. 

12 SEC. 8. POLITICAL SPENDING. 

13 (a) DEFINITIONS.—In this section: 

14 (1) ELECTIONEERING COMMUNICATION.—The 

15 term ‘‘electioneering communication’’ has the mean16 ing given the term in section 304(f)(3) of the Fed17 eral Election Campaign Act of 1971 (52 U.S.C. 

18 30104(f)(3)), except that the term ‘‘any public com19 munication’’ shall be substituted for ‘‘any broadcast, 

20 cable, or satellite communication’’ in the matter pre21 ceding subclause (I) of subparagraph (A)(i) of such 

22 section 304(f)(3). 

23 (2) INDEPENDENT EXPENDITURE.—The term 

24 ‘‘independent expenditure’’ means an expenditure, as 

25 that term is defined in section 301 of the Federal 


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1 Election Campaign Act of 1971 (52 U.S.C. 30101), 

2 by a person that expressly advocates the election or 

3 defeat of a clearly identified candidate, or is the 

4 functional equivalent of express advocacy because, 

5 when taken as a whole, the expenditure can be inter6 preted by a reasonable person only as advocating the 

7 election or defeat of a candidate, taking into account 

8 whether the communication involved— 

9 (A) mentions a candidacy, a political party, 

10 or a challenger to a candidate; or 

11 (B) takes a position on character, quali12 fications, or fitness for office of a candidate. 

13 (3) POLITICAL EXPENDITURE IN SUPPORT OF

14 OR IN OPPOSITION TO ANY CANDIDATE FOR FED15 ERAL, STATE, OR LOCAL PUBLIC OFFICE.—The term 

16 ‘‘political expenditure in support of or in opposition 

17 to any candidate for Federal, State, or local public 

18 office’’ means an expenditure or series of expendi19 tures totaling more than $10,000 for any single can20 didate during any single election that— 

21 (A)(i) is an independent expenditure; or 

22 (ii) with respect to a candidate for State or 

23 local public office, would be treated as an inde24 pendent expenditure if the candidate were a 

25 candidate for Federal public office; 


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1 (B)(i) is an electioneering communication; 

2 or 

3 (ii) with respect to a candidate for State or 

4 local public office, would be treated as an elec5 tioneering communication if the candidate were 

6 a candidate for Federal public office; or 

7 (C) are dues or other payments, disburse8 ments, or transfers to any other person that— 

9 (i) are, or could reasonably be antici10 pated to be, used or transferred to another 

11 association or organization for the pur12 poses described in subparagraph (A) or 

13 (B); and 

14 (ii) are not investments or payments, 

15 disbursements, or transfers made in com16 mercial transactions in the ordinary course 

17 of any trade or business. 

18 (b) SHAREHOLDER AND DIRECTOR APPROVAL.—A 

19 United States corporation may not make a political ex20 penditure in support of or in opposition to any candidate 

21 for Federal, State, or local public office unless— 

22 (1) not less than 75 percent of the shareholders 

23 of the corporation and not less than 75 percent of 

24 the directors of the corporation approve of the ex25 penditure; and 


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1 (2) the approvals required under paragraph (1) 

2 occur— 

3 (A) before the date on which the expendi4 ture is made or obligated; and 

5 (B) after the date on which the share6 holders and directors described in that para7 graph have been informed regarding the precise 

8 nature of the proposed expenditure, including— 

9 (i) the amount of the proposed ex10 penditure; and 

11 (ii) the candidate and election to 

12 which the proposed expenditure relates. 

13 (c) ENFORCEMENT.— 

14 (1) SHAREHOLDER SUIT.—A shareholder of a 

15 United States corporation may bring a civil action in 

16 an appropriate district court of the United States to 

17 enjoin a United States corporation from making a 

18 political expenditure in support of or in opposition to 

19 any candidate for Federal, State, or local public of20 fice that violates the requirements under subsection 

21 (b). 

22 (2) REVOCATION OF CHARTER.—The Office 

23 may revoke the charter of a United States corpora24 tion that knowingly or repeatedly violates the re25 quirements under subsection (b). 


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1 SEC. 9. PETITION FOR REVOCATION OF CHARTER. 

2 (a) FILING OF REVOCATION PETITION.—The attor3 ney general of a State may file a petition with the Office 

4 to revoke the charter of a United States corporation that 

5 is organized in that State or that does business in that 

6 State. 

7 (b) TIMING OF RESPONSE AND DECISION.—If a rev8 ocation petition is filed under subsection (a) with respect 

9 to a United States corporation— 

10 (1) not later than 180 days after the date on 

11 which the petition is filed, the United States cor12 poration may file a response that explains why re13 voking the charter of the United States corporation 

14 is not justified in consideration of the factors de15 scribed in subsection (c)(2); and 

16 (2) the Director shall issue a ruling with re17 spect to the petition not later than 180 days after 

18 the earlier of the date that is— 

19 (A) 180 days after the date on which the 

20 petition is filed; or 

21 (B) the date on which the corporation files 

22 a response under paragraph (1). 

23 (c) GRANTING REVOCATION PETITION.— 

24 (1) IN GENERAL.—The Director, with the ap25 proval of the Secretary of Commerce, and after con26 sideration of the factors described in paragraph (2), 


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1 may grant a revocation petition that is filed under 

2 subsection (a). 

3 (2) FACTORS.—In determining whether to 

4 grant a revocation petition under paragraph (1) with 

5 respect to a United States corporation, the Director 

6 shall consider whether the United States corpora7 tion— 

8 (A) has engaged in repeated, egregious, 

9 and illegal misconduct that has caused signifi10 cant harm to— 

11 (i) the customers, employees, share12 holders, or business partners of the United 

13 States corporation; or 

14 (ii) the communities in which the 

15 United States corporation operates; and 

16 (B) has not undertaken measures to ad17 dress the causes of the misconduct described in 

18 subparagraph (A), such as terminating the em19 ployment of any officer or executive of the 

20 United States corporation who oversaw that 

21 misconduct. 

22 (3) REVIEW OF GRANTING OF PETITION.—A 

23 decision by the Director to grant a revocation peti24 tion under this subsection— 


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1 (A) shall be subject to judicial review 

2 under section 706 of title 5, United States 

3 Code; and 

4 (B) shall not be subject to the procedure 

5 for congressional disapproval under section 802 

6 of title 5, United States Code. 

7 (d) REVOCATION OF CHARTER.—If the Director 

8 grants a revocation petition under subsection (c) with re9 spect to a United States corporation, the Office shall re10 voke the charter of that corporation, which shall be effec11 tive beginning on the date that is 1 year after the date 

12 on which the Director grants the petition. 

13 (e) RULEMAKING.—The Director may issue any rules 

14 that are necessary to carry out this section. 

15 SEC. 10. SEVERABILITY. 

16 If any provision of this Act, or any application of that 

17 provision to any person or circumstance, is held to be in18 valid, the remainder of the provisions of this Act and the 

19 application of any such provision to any other person or 

20 circumstance shall not be affected. 

Æ 


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