H. R. 3763—61
SEC. 902. ATTEMPTS AND CONSPIRACIES TO COMMIT CRIMINAL
FRAUD OFFENSES.
(a) IN GENERAL.—Chapter 63 of title 18, United States Code,
is amended by inserting after section 1348 as added by this Act
the following:
‘‘§ 1349. Attempt and conspiracy
‘‘Any person who attempts or conspires to commit any offense
under this chapter shall be subject to the same penalties as those
prescribed for the offense, the commission of which was the object
of the attempt or conspiracy.
(b) CLERICAL AMENDMENT.—The table of sections at the begin-
ning of chapter 63 of title 18, United States Code, is amended
by adding at the end the following new item:
‘‘1349. Attempt and conspiracy.’’.
SEC. 903. CRIMINAL PENALTIES FOR MAIL AND WIRE FRAUD.
(a) MAIL FRAUD.—Section 1341 of title 18, United States Code,
is amended by striking ‘‘five’’ and inserting ‘‘20’’.
(b) WIRE FRAUD.—Section 1343 of title 18, United States Code,
is amended by striking ‘‘five’’ and inserting ‘‘20’’.
SEC. 904. CRIMINAL PENALTIES FOR VIOLATIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974.
Section 501 of the Employee Retirement Income Security Act
of 1974 (29 U.S.C. 1131) is amended—
(1) by striking ‘‘$5,000’’ and inserting ‘‘$100,000’’;
(2) by striking ‘‘one year’’ and inserting ‘‘10 years’’; and
(3) by striking ‘‘$100,000’’ and inserting ‘‘$500,000’’.
SEC. 905. AMENDMENT TO SENTENCING GUIDELINES RELATING TO
CERTAIN WHITE-COLLAR OFFENSES.
(a) DIRECTIVE TO THE UNITED STATES SENTENCING COMMIS-
SION.—Pursuant to its authority under section 994(p) of title 18,
United States Code, and in accordance with this section, the United
States Sentencing Commission shall review and, as appropriate,
amend the Federal Sentencing Guidelines and related policy state-
ments to implement the provisions of this Act.
(b) REQUIREMENTS.—In carrying out this section, the Sen-
tencing Commission shall—
(1) ensure that the sentencing guidelines and policy state-
ments reflect the serious nature of the offenses and the pen-
alties set forth in this Act, the growing incidence of serious
fraud offenses which are identified above, and the need to
modify the sentencing guidelines and policy statements to deter,
prevent, and punish such offenses;
(2) consider the extent to which the guidelines and policy
statements adequately address whether the guideline offense
levels and enhancements for violations of the sections amended
by this Act are sufficient to deter and punish such offenses,
and specifically, are adequate in view of the statutory increases
in penalties contained in this Act;
(3) assure reasonable consistency with other relevant direc-
tives and sentencing guidelines;
(4) account for any additional aggravating or mitigating
circumstances that might justify exceptions to the generally
applicable sentencing ranges;
H. R. 3763—62
(5) make any necessary conforming changes to the sen-
tencing guidelines; and
(6) assure that the guidelines adequately meet the purposes
of sentencing, as set forth in section 3553(a)(2) of title 18,
United States Code.
(c) EMERGENCY AUTHORITY
AND DEADLINE
FOR COMMISSION
ACTION.—The United States Sentencing Commission is requested
to promulgate the guidelines or amendments provided for under
this section as soon as practicable, and in any event not later
than 180 days after the date of enactment of this Act, in accordance
with the procedures set forth in section 219(a) of the Sentencing
Reform Act of 1987, as though the authority under that Act had
not expired.
SEC. 906. CORPORATE RESPONSIBILITY FOR FINANCIAL REPORTS.
(a) IN GENERAL.—Chapter 63 of title 18, United States Code,
is amended by inserting after section 1349, as created by this
Act, the following:
‘‘§ 1350. Failure of corporate officers to certify financial
reports
(a) CERTIFICATION
OF PERIODIC FINANCIAL REPORTS.—Each
periodic report containing financial statements filed by an issuer
with the Securities Exchange Commission pursuant to section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)
or 78o(d)) shall be accompanied by a written statement by the
chief executive officer and chief financial officer (or equivalent
thereof) of the issuer.
‘‘(b) CONTENT.—The statement required under subsection (a)
shall certify that the periodic report containing the financial state-
ments fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act pf 1934 (15 U.S.C. 78m or
78o(d)) and that information contained in the periodic report fairly
presents, in all material respects, the financial condition and results
of operations of the issuer.
‘‘(c) CRIMINAL PENALTIES.—Whoever—
‘‘(1) certifies any statement as set forth in subsections
(a) and (b) of this section knowing that the periodic report
accompanying the statement does not comport with all the
requirements set forth in this section shall be fined not more
than $1,000,000 or imprisoned not more than 10 years, or
both; or
‘‘(2) willfully certifies any statement as set forth in sub-
sections (a) and (b) of this section knowing that the periodic
report accompanying the statement does not comport with all
the requirements set forth in this section shall be fined not
more than $5,000,000, or imprisoned not more than 20 years,
or both.’’.
(b) CLERICAL AMENDMENT.—The table of sections at the begin-
ning of chapter 63 of title 18, United States Code, is amended
by adding at the end the following:
‘‘1350. Failure of corporate officers to certify financial reports.’’.
H. R. 3763—63
TITLE X—CORPORATE TAX RETURNS
SEC. 1001. SENSE OF THE SENATE REGARDING THE SIGNING OF COR-
PORATE TAX RETURNS BY CHIEF EXECUTIVE OFFICERS.
It is the sense of the Senate that the Federal income tax
return of a corporation should be signed by the chief executive
officer of such corporation.
TITLE XI—CORPORATE FRAUD
ACCOUNTABILITY
SEC. 1101. SHORT TITLE.
This title may be cited as the ‘‘Corporate Fraud Accountability
Act of 2002’’.
SEC. 1102. TAMPERING WITH A RECORD OR OTHERWISE IMPEDING
AN OFFICIAL PROCEEDING.
Section 1512 of title 18, United States Code, is amended—
(1) by redesignating subsections (c) through (i) as sub-
sections (d) through (j), respectively; and
(2) by inserting after subsection (b) the following new sub-
section:
‘‘(c) Whoever corruptly—
‘‘(1) alters, destroys, mutilates, or conceals a record, docu-
ment, or other object, or attempts to do so, with the intent
to impair the object’s integrity or availability for use in an
official proceeding; or
‘‘(2) otherwise obstructs, influences, or impedes any official
proceeding, or attempts to do so,
shall be fined under this title or imprisoned not more than 20
years, or both.’’.
SEC. 1103. TEMPORARY FREEZE AUTHORITY FOR THE SECURITIES AND
EXCHANGE COMMISSION.
(a) IN GENERAL.—Section 21C(c) of the Securities Exchange
Act of 1934 (15 U.S.C. 78u–3(c)) is amended by adding at the
end the following:
‘‘(3) TEMPORARY FREEZE.—
‘‘(A) IN GENERAL.—
‘‘(i) ISSUANCE OF TEMPORARY ORDER.—Whenever,
during the course of a lawful investigation involving
possible violations of the Federal securities laws by
an issuer of publicly traded securities or any of its
directors, officers, partners, controlling persons, agents,
or employees, it shall appear to the Commission that
it is likely that the issuer will make extraordinary
payments (whether compensation or otherwise) to any
of the foregoing persons, the Commission may petition
a Federal district court for a temporary order requiring
the issuer to escrow, subject to court supervision, those
payments in an interest-bearing account for 45 days.
‘‘(ii) STANDARD.—A temporary order shall be
entered under clause (i), only after notice and oppor-
tunity for a hearing, unless the court determines that
H. R. 3763—64
notice and hearing prior to entry of the order would
be impracticable or contrary to the public interest.
‘‘(iii) EFFECTIVE
PERIOD.—A temporary order
issued under clause (i) shall—
‘‘(I) become effective immediately;
‘‘(II) be served upon the parties subject to it;
and
‘‘(III) unless set aside, limited or suspended
by a court of competent jurisdiction, shall remain
effective and enforceable for 45 days.
‘‘(iv) 
EXTENSIONS
AUTHORIZED.—The 
effective
period of an order under this subparagraph may be
extended by the court upon good cause shown for not
longer than 45 additional days, provided that the com-
bined period of the order shall not exceed 90 days.
‘‘(B) PROCESS ON DETERMINATION OF VIOLATIONS.—
‘‘(i) VIOLATIONS CHARGED.—If the issuer or other
person described in subparagraph (A) is charged with
any violation of the Federal securities laws before the
expiration of the effective period of a temporary order
under subparagraph (A) (including any applicable
extension period), the order shall remain in effect,
subject to court approval, until the conclusion of any
legal proceedings related thereto, and the affected
issuer or other person, shall have the right to petition
the court for review of the order.
‘‘(ii) VIOLATIONS NOT CHARGED.—If the issuer or
other person described in subparagraph (A) is not
charged with any violation of the Federal securities
laws before the expiration of the effective period of
a temporary order under subparagraph (A) (including
any applicable extension period), the escrow shall
terminate at the expiration of the 45-day effective
period (or the expiration of any extension period, as
applicable), and the disputed payments (with accrued
interest) shall be returned to the issuer or other
affected person.’’.
(b) TECHNICAL AMENDMENT.—Section 21C(c)(2) of the Securities
Exchange Act of 1934 (15 U.S.C. 78u–3(c)(2)) is amended by striking
‘‘This’’ and inserting ‘‘paragraph (1)’’.
SEC. 1104. AMENDMENT TO THE FEDERAL SENTENCING GUIDELINES.
(a) REQUEST FOR IMMEDIATE CONSIDERATION BY THE UNITED
STATES SENTENCING COMMISSION.—Pursuant to its authority under
section 994(p) of title 28, United States Code, and in accordance
with this section, the United States Sentencing Commission is
requested to—
(1) promptly review the sentencing guidelines applicable
to securities and accounting fraud and related offenses;
(2) expeditiously consider the promulgation of new sen-
tencing guidelines or amendments to existing sentencing guide-
lines to provide an enhancement for officers or directors of
publicly traded corporations who commit fraud and related
offenses; and
(3) submit to Congress an explanation of actions taken
by the Sentencing Commission pursuant to paragraph (2) and