I 
118TH CONGRESS 
2D SESSION 
H. R. 9736 
To ensure that irresponsible corporate executives, rather than shareholders, 
pay fines and penalties. 
IN THE HOUSE OF REPRESENTATIVES 
SEPTEMBER 20, 2024 
Ms. PORTER introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To ensure that irresponsible corporate executives, rather than 
shareholders, pay fines and penalties. 
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 ‘‘Corporate Manage-
ment Accountability Act of 2024’’. 
SEC. 2. FINE, PENALTY, AND SETTLEMENT ACCOUNT-
ABILITY. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘Commission’’ means the Securi-
ties and Exchange Commission; 
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(2) the term ‘‘covered fine or similar pen-
alty’’— 
(A) means any amount— 
(i) that is denied a deduction under 
paragraph (1) of section 162(f) of the In-
ternal Revenue Code; or 
(ii) constituting restitution or paid to 
come into compliance with law as described 
in paragraph (2) of such section; and 
(B) includes any fine or similar penalty— 
(i) that is paid by a reporting com-
pany; and 
(ii) with respect to which the Commis-
sion determines disclosure under sub-
section (b)(1) is appropriate; 
(3) the term ‘‘issuer’’ has the meaning given 
the term in section 3(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)); 
(4) the term ‘‘named executive officer’’— 
(A) means an individual for whom disclo-
sure is required under section 229.402(a)(3) of 
title 17, Code of Federal Regulations; and 
(B) includes any other employee of a re-
porting company with respect to whom the 
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Commission determines disclosure under sub-
section (b)(1) is appropriate; and 
(5) the term ‘‘reporting company’’ means an 
issuer— 
(A) the securities of which are registered 
under section 12 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78l); or 
(B) that is required to file reports under 
section 15(d) of the Securities Exchange Act of 
1934 (15 U.S.C. 78o(d)). 
(b) REQUIREMENT TO ISSUE RULES.—Not later than 
360 days after the date of enactment of this Act, the Com-
mission shall issue final rules to require each reporting 
company, in each annual report submitted under section 
13 or section 15(d) of the Securities Exchange Act of 
1934 (15 U.S.C. 78m and 78o(d)), or in each proxy state-
ment filed pursuant to section 14(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78n(a)) for an annual 
meeting of shareholders, to— 
(1) disclose whether the reporting company, in 
order to align the incentives of those managing the 
reporting company with the incentives of the share-
holders of the reporting company, has established 
procedures to recoup from compensation paid to, 
and to withhold from future compensation paid to, 
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any named executive officer all or a portion of the 
cost of any covered fine or similar penalty that has 
been paid by the reporting company; 
(2) if the reporting company has established 
procedures described in paragraph (1)— 
(A) provide a description of those proce-
dures; and 
(B) disclose the amount that the reporting 
company has recouped from each named execu-
tive officer under those procedures during each 
of the 3 most recent fiscal years; and 
(3) if the reporting company has not estab-
lished procedures described in paragraph (1), pro-
vide an explanation of why no such procedures are 
necessary for the benefit of the shareholders of the 
reporting company. 
Æ 
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