I 
116TH CONGRESS 
2D SESSION 
H. R. 6056 
To establish the obligations of certain large business entities in the United 
States, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 2, 2020 
Mr. LUJA´N (for himself 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 Labor, for a period to be sub-
sequently 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. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Accountable Cap-
italism Act’’. 
SEC. 2. DEFINITIONS. 
In this Act: 
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(1) COVERED EMPLOYEE.—The term ‘‘covered 
employee’’— 
(A) means— 
(i) an individual who is— 
(I) an employee (including an ap-
plicant), as defined in section 701 of 
the Civil Rights Act of 1964 (42 
U.S.C. 2000e); 
(II) a State employee (including 
an applicant), as described in section 
304(a) of the Government Employee 
Rights Act of 1991 (42 U.S.C. 
2000e–16c(a)); 
(III) a covered employee (includ-
ing an applicant), as defined in sec-
tion 101 of the Congressional Ac-
countability Act of 1995 (2 U.S.C. 
1301); 
(IV) a covered employee (includ-
ing an applicant), as defined in sec-
tion 411(c) of title 3, United States 
Code; 
(V) an employee, as defined in 
section 11 of the Age Discrimination 
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in Employment Act of 1967 (29 
U.S.C. 630); 
(VI) an employee, as defined in 
section 101 of the Americans with 
Disabilities Act of 1990 (42 U.S.C. 
12111); 
(VII) an employee, as described 
in section 501(b) of the Rehabilitation 
Act of 1973 (29 U.S.C. 791(b)); 
(VIII) an employee, as defined in 
section 3 of the Fair Labor Standards 
Act of 1938 (29 U.S.C. 203); 
(IX) an employee or applicant to 
which section 717(a) of the Civil 
Rights Act of 1964 (42 U.S.C. 
2000e–16(a)) applies; or 
(X) a person (other than an em-
ployer) to whom subsections (a) and 
(b) of section 4311 of title 38, United 
States Code, apply; and 
(ii) an individual who is engaged by, 
or applies for or otherwise seeks a position 
with, a covered employer or entity, whether 
or not the individual receives compensa-
tion, academic credit, or other remunera-
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tion from the covered employer or entity, 
as— 
(I) an independent contractor; or 
(II) an intern, fellow, volunteer, 
or trainee; and 
(B) does not include a management offi-
cial, as defined in section 7103(a)(11) of title 5, 
United States Code. 
(2) COVERED
EMPLOYER
OR
ENTITY.—The 
term ‘‘covered employer or entity’’ means a person, 
including an entity, regardless of business structure, 
including organization as a legal or commercial enti-
ty, that is— 
(A) an employer, as defined in section 701 
of the Civil Rights Act of 1964; 
(B) an entity employing a State employee 
described in section 304(a) of the Government 
Employee Rights Act of 1991; 
(C) an employing office, as defined in sec-
tion 101 of the Congressional Accountability 
Act of 1995; 
(D) an employing office, as defined in sec-
tion 411(c) of title 3, United States Code; 
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(E) an employer, as defined in section 11 
of the Age Discrimination in Employment Act 
of 1967; 
(F) an employer, as defined in section 101 
of the Americans with Disabilities Act of 1990; 
(G) an entity described in section 501(b) 
of the Rehabilitation Act of 1973 (29 U.S.C. 
791(b)); 
(H) an employer, as defined in section 3 of 
the Fair Labor Standards Act of 1938; 
(I) an entity to which section 717(a) of the 
Civil Rights Act of 1964 applies; or 
(J) an employer to whom subsections (a) 
and (b) of section 4311 of title 38, United 
States Code, apply. 
(3) DIRECTOR.—The term ‘‘Director’’ means 
the Director of the Office. 
(4) LARGE ENTITY.— 
(A) IN GENERAL.—The term ‘‘large enti-
ty’’ means an entity that— 
(i) is organized under the laws of a 
State as a corporation, body corporate, 
body politic, joint stock company, or lim-
ited liability company; 
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(ii) engages in interstate commerce; 
and 
(iii) in a taxable year, according to in-
formation provided by the entity to the In-
ternal Revenue Service, has more than 
$1,000,000,000 in gross receipts. 
(B) AGGREGATION
RULES.—All entities 
treated as a single employer under subsection 
(a) or (b) of section 52 of the Internal Revenue 
Code of 1986, or subsection (m) or (o) of sec-
tion 414 of such Code, shall be treated as 1 en-
tity for the purposes of subparagraph (A). 
(5) OFFICE.—The term ‘‘Office’’ means the Of-
fice of United States Corporations established under 
section 3. 
(6) OFFICER.—The term ‘‘officer’’ means, with 
respect to a United States corporation— 
(A) the president of the United States cor-
poration; 
(B) the principal operating officer of the 
United States corporation; 
(C) the principal accounting officer of the 
United States corporation or, if the United 
States corporation does not have such an ac-
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counting officer, the controller of the United 
States corporation; and 
(D) any vice president in charge of a prin-
cipal business unit, division, or function of the 
United States corporation. 
(7) STATE.—The term ‘‘State’’ means— 
(A) each of the several States of the 
United States; 
(B) the District of Columbia; 
(C) the Commonwealth of Puerto Rico; 
(D) Guam; 
(E) the United States Virgin Islands; 
(F) American Samoa; and 
(G) the Commonwealth of the Northern 
Mariana Islands. 
(8) UNITED STATES CORPORATION.—The term 
‘‘United States corporation’’ means a large entity 
with respect to which the Office has granted a char-
ter under section 3. 
SEC. 3. OFFICE OF UNITED STATES CORPORATIONS. 
(a) ESTABLISHMENT.—There is established within 
the Department of Commerce the Office of United States 
Corporations. 
(b) DIRECTOR.— 
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(1) ESTABLISHMENT OF POSITION.—There is 
established the position of Director of the Office, 
who shall be the head of the Office. 
(2) APPOINTMENT; TERM.— 
(A) APPOINTMENT.—Except as provided in 
subparagraph (E), the Director shall be ap-
pointed by the President, by and with the ad-
vice and consent of the Senate, from among in-
dividuals who are citizens of the United States. 
(B) TERM.—The Director shall be ap-
pointed for a term of 4 years, unless removed 
before the end of that term by the President. 
(C) VACANCY.—A vacancy in the position 
of Director that occurs before the expiration of 
the term for which a Director was appointed 
shall be filled in the manner established under 
subparagraph (A), and the Director appointed 
to fill that vacancy shall be appointed only for 
the remainder of that term. 
(D) SERVICE AFTER END OF TERM.—An 
individual may serve as the Director after the 
expiration of the term for which the individual 
was appointed until a successor has been ap-
pointed. 
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(E) INITIAL DIRECTOR.—The Secretary of 
Commerce shall appoint an individual to serve 
as the Director until an individual is appointed 
to serve as the Director in accordance with sub-
paragraph (A). 
(c) DUTIES.—The Office shall— 
(1) review and grant charter applications for 
large entities; 
(2) monitor whether large entities have ob-
tained a charter in accordance with this Act; 
(3) except as provided in paragraph (4)(B), 
refer any violation of this Act to the appropriate 
Federal agency for enforcement with respect to that 
violation; and 
(4) when appropriate— 
(A) rescind the charters of United States 
corporations under section 4(b); 
(B) revoke the charters of United States 
corporations 
under 
sections 
6(c)(2)(B)(ii), 
8(c)(2), and 9; and 
(C) issue rules to prevent entities from 
taking action to intentionally avoid qualifying 
as large entities. 
(d) DISCLOSURE OF TAXPAYER IDENTITY INFORMA-
TION FOR USE BY OFFICE.— 
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(1) IN GENERAL.—Section 6103(m) of the In-
ternal Revenue Code of 1986 is amended by adding 
at the end the following: 
‘‘(8) OFFICE
OF
UNITED
STATES
CORPORA-
TIONS.—Upon written request by the Director of the 
Office of United States Corporations, the Secretary 
shall disclose taxpayer identity information to offi-
cers and employees of the Office of United States 
Corporations solely for purposes of identifying any 
taxpayer that satisfies the requirement under section 
2(2)(A)(iii) or 4(b) of the Accountable Capitalism 
Act for the most recent taxable year for which infor-
mation is available.’’. 
(2) EFFECTIVE DATE.—The amendment made 
by this subsection shall take effect on the date of en-
actment of this Act. 
SEC. 4. REQUIREMENT FOR LARGE ENTITIES TO OBTAIN 
CHARTERS. 
(a) LARGE ENTITIES.— 
(1) IN GENERAL.—An entity that is organized 
as a corporation, body corporate, body politic, joint 
stock company, or limited liability company in a 
State shall obtain a charter from the Office as fol-
lows: 
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(A) If the entity is a large entity with re-
spect to the most recently completed taxable 
year of the entity before the date of enactment 
of this Act, the entity shall obtain the charter 
not later than 2 years after the date of enact-
ment of this Act. 
(B) If the entity is a large entity with re-
spect to any taxable year of the entity that be-
gins after the date of enactment of this Act, the 
entity shall obtain the charter not later than 1 
year after the last day of that taxable year. 
(2) FAILURE TO OBTAIN CHARTER.—An entity 
to which paragraph (1) applies and that fails to ob-
tain a charter from the Office as required under 
that paragraph shall not be treated as a corporation, 
body corporate, body politic, joint stock company, or 
limited liability company, as applicable, for the pur-
poses of Federal law during the period beginning on 
the date on which the entity is required to obtain a 
charter under that paragraph and ending on the 
date on which the entity obtains the charter. 
(b) RESCISSIONS.— 
(1) IN GENERAL.—An entity that has obtained 
a charter as a United States corporation and, with 
respect to a subsequent taxable year of the entity, 
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is not a large entity may file a petition with the Of-
fice to rescind the charter of the United States cor-
poration. 
(2) DETERMINATION.—Not later than 180 days 
after the date on which the Office receives a petition 
that an entity files under paragraph (1), the Office 
shall grant the petition if the Office determines that 
the entity, with respect to the most recently com-
pleted taxable year of the entity preceding the date 
on which the petition was filed, was not a large enti-
ty. 
SEC. 5. RESPONSIBILITIES OF UNITED STATES CORPORA-
TIONS. 
(a) DEFINITIONS.—In this section: 
(1) GENERAL
PUBLIC
BENEFIT.—The term 
‘‘general public benefit’’ means a material positive 
impact on society resulting from the business and 
operations of a United States corporation, when 
taken as a whole. 
(2) 
SUBSIDIARY.—The 
term 
‘‘subsidiary’’ 
means, with respect to a person, an entity in which 
the person owns beneficially or of record not less 
than 50 percent of the outstanding equity interests 
of the entity, calculated as if all outstanding rights 
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to acquire equity interests in the entity had been ex-
ercised. 
(b) CHARTER REQUIREMENTS.— 
(1) IN GENERAL.—The charter of a large entity 
that is filed with the Office shall state that the enti-
ty is a United States corporation. 
(2) CORPORATE PURPOSES.—A United States 
corporation shall have the purpose of creating a gen-
eral public benefit, which shall be— 
(A) identified in the charter of the United 
States corporation; and 
(B) in addition to the purpose of the 
United States corporation under the articles of 
incorporation in the State in which the United 
States corporation is incorporated, if applicable. 
(c) STANDARD OF CONDUCT FOR DIRECTORS AND 
OFFICERS.— 
(1) CONSIDERATION
OF
INTERESTS.—In dis-
charging the duties of their respective positions, and 
in considering the best interests of a United States 
corporation, the board of directors, committees of 
the board of directors, and individual directors of a 
United States corporation— 
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(A) shall manage or direct the business 
and affairs of the United States corporation in 
a manner that— 
(i) seeks to create a general public 
benefit; and 
(ii) balances the pecuniary interests of 
the shareholders of the United States cor-
poration with the best interests of persons 
that are materially affected by the conduct 
of the United States corporation; and 
(B) in carrying out subparagraph (A)— 
(i) shall consider the effects of any ac-
tion or inaction on— 
(I) 
the 
shareholders 
of 
the 
United States corporation; 
(II) the employees and workforce 
of— 
(aa) the United States cor-
poration; 
(bb) the subsidiaries of the 
United States corporation; and 
(cc) the suppliers of the 
United States corporation; 
(III) the interests of customers 
and subsidiaries of the United States 
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corporation as beneficiaries of the 
general public benefit purpose of the 
United States corporation; 
(IV) community and societal fac-
tors, including those of each commu-
nity in which offices or facilities of the 
United States corporation, subsidi-
aries of the United States corporation, 
or suppliers of the United States cor-
poration are located; 
(V) the local and global environ-
ment; 
(VI) the short-term and long- 
term interests of the United States 
corporation, including— 
(aa) benefits that may ac-
crue to the United States cor-
poration 
from 
the 
long-term 
plans of the United States cor-
poration; and 
(bb) 
the 
possibility 
that 
those interests may be best 
served by the continued inde-
pendence of the United States 
corporation; and 
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(VII) the ability of the United 
States corporation to accomplish the 
general public benefit purpose of the 
United States corporation; 
(ii) may consider— 
(I) other pertinent factors; or 
(II) the interests of any other 
group that are identified in the arti-
cles of incorporation in the State in 
which the United States corporation is 
incorporated, if applicable; and 
(iii) shall not be required to give pri-
ority to a particular interest or factor de-
scribed in clause (i) or (ii) over any other 
interest or factor. 
(2) STANDARD OF CONDUCT FOR OFFICERS.— 
Each officer of a United States corporation shall 
balance and consider the interests and factors de-
scribed in paragraph (1)(B)(i) in the manner de-
scribed in paragraph (1)(B)(iii) if— 
(A) the officer has discretion to act with 
respect to a matter; and 
(B) it reasonably appears to the officer 
that the matter may have a material effect on 
the creation by the United States corporation of 
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a general public benefit identified in the charter 
of the United States corporation. 
(3) EXONERATION
FROM
PERSONAL
LIABIL-
ITY.—Except as provided in the charter of a United 
States corporation, neither a director nor an officer 
of a United States corporation may be held person-
ally liable for monetary damages for— 
(A) any action or inaction in the course of 
performing the duties of a director under para-
graph (1) or an officer under paragraph (2), as 
applicable, if the director or officer was not in-
terested with respect to the action or inaction; 
or 
(B) the failure of the United States cor-
poration to pursue or create a general public 
benefit. 
(4) LIMITATION ON STANDING.—Neither a di-
rector nor an officer of a United States corporation 
shall have any duty to a person that is a beneficiary 
of the general public benefit purpose of the United 
States corporation because of the status of the per-
son as such a beneficiary. 
(5) BUSINESS JUDGMENTS.—A director or an 
officer of a United States corporation who makes a 
business judgment in good faith shall be deemed to 
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have fulfilled the duty of the director under para-
graph (1) or the officer under paragraph (2), as ap-
plicable, if the director or officer— 
(A) is not interested in the subject of the 
business judgment; 
(B) is informed with respect to the subject 
of the business judgment to an extent that the 
director reasonably believes to be appropriate 
under the circumstances; and 
(C) rationally believes that the business 
judgment is in the best interests of the United 
States corporation. 
(d) RIGHT OF ACTION.— 
(1) LIMITATION
ON
LIABILITY
OF
CORPORA-
TION.—A United States corporation shall not be lia-
ble for monetary damages under this section for any 
failure of the United States corporation to pursue or 
create a general public benefit. 
(2) STANDING.—A proceeding to enforce the re-
quirements of this section may be commenced or 
maintained only— 
(A) directly by the United States corpora-
tion to which the proceeding applies; or 
(B) derivatively, under the laws of the 
State in which the United States corporation is 
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organized, by a person, or a group of persons, 
that own— 
(i) beneficially or of record not less 
than 2 percent of the total number of 
shares of a class or series outstanding at 
the time of the act or omission that is the 
subject of the proceeding; or 
(ii) beneficially or of record not less 
than 5 percent of the outstanding equity 
interests in an entity of which the United 
States corporation is a subsidiary at the 
time of the act or omission that is the sub-
ject of the proceeding. 
(3) RULE OF CONSTRUCTION REGARDING BEN-
EFICIAL OWNERSHIP.—For the purposes of this sub-
section, a person shall be construed to be the bene-
ficial owner of shares or equity interests if the 
shares or equity interests are held in a voting trust 
or by a nominee on behalf of the person. 
(e) APPLICATION.— 
(1) RULE OF CONSTRUCTION REGARDING GEN-
ERAL
CORPORATE
LAW.—Nothing in this section 
may be construed to affect any provision of law that 
is applicable to a corporation, body corporate, body 
politic, joint stock company, or limited liability com-
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pany, as applicable, that is not a United States cor-
poration. 
(2) APPLICABILITY OF OTHER LAWS.— 
(A) STATE LAW.—Except as otherwise pro-
vided in this section, the law of the State in 
which a United States corporation is organized 
shall apply with respect to the United States 
corporation. 
(B) FEDERAL LAW.—If any provision of 
Federal law is inconsistent with the require-
ments of this section with respect to a United 
States corporation, the requirements of this sec-
tion shall supersede that provision. 
(3) ORGANIC RECORDS.—A provision of the ar-
ticles of incorporation in the State in which a United 
States corporation is incorporated, if applicable, or 
in the bylaws of a United States corporation may 
not limit, be inconsistent with, or supersede a provi-
sion of this section. 
SEC. 6. BOARD REPRESENTATION. 
(a) RULEMAKING.—Not later than 1 year after the 
date of enactment of this Act, the Securities and Ex-
change Commission, in consultation with the National 
Labor Relations Board, shall issue rules to ensure that— 
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(1) director elections at United States corpora-
tions are fair and democratic; 
(2) employee representation is meaningful and 
appropriate, taking into consideration— 
(A) diversity of race, ethnicity, gender, sex-
ual orientation, and gender identity; and 
(B) the affiliation to historically underrep-
resented groups, including veterans of the 
Armed Forces and individuals with disabilities; 
(3) covered employees that serve as a director 
of a United States corporation may be dismissed 
only for just cause; and 
(4) covered employees receive any disclosure re-
quired to be made by the United States corporation 
to shareholders under the Securities and Exchange 
Act of 1934 (15 U.S.C. 78a et seq.). 
(b) UNITED STATES CORPORATION ELECTIONS.— 
(1) IN GENERAL.—Not less than 2⁄5 of the di-
rectors of a United States corporation shall be elect-
ed by the covered employees of the United States 
corporation using an election process that complies 
with the requirements of the rules issued under sub-
section (a). 
(2) EFFECTIVE
DATE.—Paragraph (1) shall 
take effect on the date that is 1 year after the date 
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on which the Securities and Exchange Commission 
issues the rules required under subsection (a). 
(c) ENFORCEMENT.— 
(1) SECURITIES
AND
EXCHANGE
COMMIS-
SION.—The Securities and Exchange Commission, in 
consultation with the National Labor Relations 
Board, shall ensure that the elections described in 
subsection (b)(1) comply with the requirements of 
the rules issued by the Commission under subsection 
(a). 
(2) DEPARTMENT OF LABOR.— 
(A) IN GENERAL.—The Secretary of Labor 
shall coordinate with the Office to ensure that 
the representation of the boards of directors of 
United States corporations comply with the re-
quirements under subsection (b). 
(B) PENALTIES.—If the representation 
with respect to the board of directors of a 
United States corporation fails to comply with 
the requirements under subsection (b) for a pe-
riod that is not less than 180 consecutive 
days— 
(i) the Secretary of Labor— 
(I) shall assess a civil money pen-
alty against the United States cor-
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poration in an amount that is not less 
than $50,000 and not more than 
$100,000 for each day that such rep-
resentation is not in compliance with 
those requirements, including for each 
day during that 180-day period; and 
(II) may collect the penalty de-
scribed in subclause (I) beginning on 
the day after the date on which that 
180-day period ends; and 
(ii) the Office may revoke the charter 
of the United States corporation. 
SEC. 7. EXECUTIVE COMPENSATION. 
(a) DEFINITIONS.—In this section: 
(1) COVERED
PERSON.—The term ‘‘covered 
person’’ means an officer or a director of a United 
States corporation. 
(2) EQUITY SECURITY.—The term ‘‘equity secu-
rity’’ has the meaning given the term in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)). 
(3) RULE 10B–18 PURCHASE.—The term ‘‘Rule 
10b–18 purchase’’ has the meaning given the term 
in section 240.10b–18(a) of title 17, Code of Federal 
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Regulations, as in effect on the date of enactment of 
this Act. 
(4) SUBJECT
SECURITY.—The term ‘‘subject 
security’’ means any— 
(A) equity security of a United States cor-
poration; or 
(B) security, the value of which is derived 
from, or that otherwise relates to, an equity se-
curity described in subparagraph (A). 
(b) SALE OF SUBJECT SECURITIES.— 
(1) PROHIBITIONS.—Subject to paragraph (2), 
no covered person with respect to a United States 
corporation may— 
(A) during the 5-year period that begins 
on the date on which the covered person first 
owns or beneficially owns a subject security 
with respect to that United States corporation 
(or an affiliate of that United States corpora-
tion), sell, transfer, pledge, assign, alienate, or 
hypothecate, in exchange for value, that subject 
security, other than— 
(i) in connection with the sale of the 
United States corporation or the affiliate, 
as applicable; or 
(ii) through— 
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(I) a will; or 
(II) the laws of descent or dis-
tribution; or 
(B) during the 3-year period that begins 
on the date on which that United States cor-
poration, or an affiliate of that United States 
corporation, effects a Rule 10b–18 purchase, 
sell any subject security with respect to that 
United States corporation. 
(2) APPLICATION.—The prohibition under para-
graph (1) shall not apply with respect to any subject 
security that a covered person owns or beneficially 
owns on the day before the date of enactment of this 
Act. 
(c) ENFORCEMENT.—The Securities and Exchange 
Commission may impose on any covered person that vio-
lates subsection (b) a civil penalty in an amount that is— 
(1) not less than the fair market value of the 
subject securities of which the covered person dis-
poses in violation of that subsection, as measured on 
the date on which the covered person makes the dis-
position; and 
(2) not more than the amount that is 3 times 
the fair market value of the subject securities of 
which the covered person disposes in violation of 
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that subsection, as measured on the date on which 
the covered person makes the disposition. 
(d) RULE OF CONSTRUCTION.—For the purposes of 
this section, a subject security is beneficially owned by a 
covered person if— 
(1) the subject security is held in the name of 
a bank, broker, or nominee for the account of the 
covered person; 
(2) the subject security is held as a joint ten-
ant, tenant in common, or tenant by the entirety or 
as community property by the covered person; or 
(3) the covered person has a pecuniary interest, 
by reason of any contract, understanding, or rela-
tionship, including an immediate family relationship 
or arrangement, in subject securities held in the 
name of another person. 
SEC. 8. POLITICAL SPENDING. 
(a) DEFINITIONS.—In this section: 
(1) ELECTIONEERING
COMMUNICATION.—The 
term ‘‘electioneering communication’’ has the mean-
ing given the term in section 304(f)(3) of the Fed-
eral Election Campaign Act of 1971 (52 U.S.C. 
30104(f)(3)), except that the term ‘‘any public com-
munication’’ shall be substituted for ‘‘any broadcast, 
cable, or satellite communication’’ in the matter pre-
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ceding subclause (I) of subparagraph (A)(i) of such 
section 304(f)(3). 
(2) INDEPENDENT
EXPENDITURE.—The term 
‘‘independent expenditure’’ means an expenditure, as 
that term is defined in section 301 of the Federal 
Election Campaign Act of 1971 (52 U.S.C. 30101), 
by a person that expressly advocates the election or 
defeat of a clearly identified candidate, or is the 
functional equivalent of express advocacy because, 
when taken as a whole, the expenditure can be inter-
preted by a reasonable person only as advocating the 
election or defeat of a candidate, taking into account 
whether the communication involved— 
(A) mentions a candidacy, a political party, 
or a challenger to a candidate; or 
(B) takes a position on character, quali-
fications, or fitness for office of a candidate. 
(3) POLITICAL EXPENDITURE IN SUPPORT OF 
OR IN OPPOSITION TO ANY CANDIDATE FOR FED-
ERAL, STATE, OR LOCAL PUBLIC OFFICE.—The term 
‘‘political expenditure in support of or in opposition 
to any candidate for Federal, State, or local public 
office’’ means an expenditure or series of expendi-
tures totaling more than $10,000 for any single can-
didate during any single election that— 
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(A)(i) is an independent expenditure; or 
(ii) with respect to a candidate for State or 
local public office, would be treated as an inde-
pendent expenditure if the candidate were a 
candidate for Federal public office; 
(B)(i) is an electioneering communication; 
or 
(ii) with respect to a candidate for State or 
local public office, would be treated as an elec-
tioneering communication if the candidate were 
a candidate for Federal public office; or 
(C) are dues or other payments, disburse-
ments, or transfers to any other person that— 
(i) are, or could reasonably be antici-
pated to be, used or transferred to another 
association or organization for the pur-
poses described in subparagraph (A) or 
(B); and 
(ii) are not investments or payments, 
disbursements, or transfers made in com-
mercial transactions in the ordinary course 
of any trade or business. 
(b) SHAREHOLDER AND DIRECTOR APPROVAL.—A 
United States corporation may not make a political ex-
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penditure in support of or in opposition to any candidate 
for Federal, State, or local public office unless— 
(1) not less than 75 percent of the shareholders 
of the corporation and not less than 75 percent of 
the directors of the corporation approve of the ex-
penditure; and 
(2) the approvals required under paragraph (1) 
occur— 
(A) before the date on which the expendi-
ture is made or obligated; and 
(B) after the date on which the share-
holders and directors described in that para-
graph have been informed regarding the precise 
nature of the proposed expenditure, including— 
(i) the amount of the proposed ex-
penditure; and 
(ii) the candidate and election to 
which the proposed expenditure relates. 
(c) ENFORCEMENT.— 
(1) SHAREHOLDER SUIT.—A shareholder of a 
United States corporation may bring a civil action in 
an appropriate district court of the United States to 
enjoin a United States corporation from making a 
political expenditure in support of or in opposition to 
any candidate for Federal, State, or local public of-
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(A) 180 days after the date on which the 
petition is filed; or 
(B) the date on which the corporation files 
a response under paragraph (1). 
(c) GRANTING REVOCATION PETITION.— 
(1) IN GENERAL.—The Director, with the ap-
proval of the Secretary of Commerce, and after con-
sideration of the factors described in paragraph (2), 
may grant a revocation petition that is filed under 
subsection (a). 
(2) FACTORS.—In determining whether to 
grant a revocation petition under paragraph (1) with 
respect to a United States corporation, the Director 
shall consider whether the United States corpora-
tion— 
(A) has engaged in repeated, egregious, 
and illegal misconduct that has caused signifi-
cant harm to— 
(i) the customers, employees, share-
holders, or business partners of the United 
States corporation; or 
(ii) the communities in which the 
United States corporation operates; and 
(B) has not undertaken measures to ad-
dress the causes of the misconduct described in 
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subparagraph (A), such as terminating the em-
ployment of any officer or executive of the 
United States corporation who oversaw that 
misconduct. 
(3) REVIEW
OF
GRANTING
OF
PETITION.—A 
decision by the Director to grant a revocation peti-
tion under this subsection— 
(A) shall be subject to judicial review 
under section 706 of title 5, United States 
Code; and 
(B) shall not be subject to the procedure 
for congressional disapproval under section 802 
of title 5, United States Code. 
(d) REVOCATION
OF CHARTER.—If the Director 
grants a revocation petition under subsection (c) with re-
spect to a United States corporation, the Office shall re-
voke the charter of that corporation, which shall be effec-
tive beginning on the date that is 1 year after the date 
on which the Director grants the petition. 
(e) RULEMAKING.—The Director may issue any rules 
that are necessary to carry out this section. 
SEC. 10. SEVERABILITY. 
If any provision of this Act, or any application of that 
provision to any person or circumstance, is held to be in-
valid, the remainder of the provisions of this Act and the 
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application of any such provision to any other person or 
circumstance shall not be affected. 
Æ 
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