242 
percentage of the total value of the company 
the government’s share will represent after the 
investment. 
(B) BANKRUPTCY IMMUNITY.—The rights 
associated with the preferred voting stock shall 
not be subject to modification, amendment, or 
any change by the bankruptcy laws of the 
United States or any other state. 
(3) AUTHORITY TO SELL, EXERCISE, OR SUR-
RENDER.— 
(A) IN GENERAL.—For the primary benefit 
of taxpayers, the Secretary may sell, exercise, 
or surrender a warrant or any senior debt in-
strument received under this section, based on 
the conditions established under paragraph (1). 
(B) PROCEEDS.—Of any proceeds received 
through the sale, exercise, or surrender of any 
warrant or any senior debt instrument— 
(i) 65 percent shall be transferred or 
credited to the Housing Trust Fund estab-
lished under section 1338 of the Federal 
Housing Enterprises Financial Safety and 
Soundness Act of 1992 (12 U.S.C. 4568); 
and 
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PAMTMANN on DSKBC07HB2PROD with BILLS
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(ii) 35 percent shall be transferred or 
credited to the Capital Magnet Fund under 
section 1339 of the Federal Housing En-
terprises Financial Safety and Soundness 
Act of 1992 (12 U.S.C. 4569). 
(4) CONVERSION.—The warrant shall provide 
that if, after the warrant is received by the Sec-
retary under this section, the company that issued 
the warrant is no longer listed or traded on a na-
tional securities exchange or securities association, 
as described in subsection (b)(1), the Secretary will 
have an option to convert the warrants to senior 
debt to ensure that the Treasury is appropriately 
compensated for the value of the warrant, in an 
amount determined by the Secretary for the primary 
benefit of taxpayers. 
(5) PROTECTIONS.—Any warrant representing 
securities to be received by the Secretary under this 
section shall contain anti-dilution provisions of the 
type employed in capital market transactions, as de-
termined by the Secretary for the primary benefit of 
taxpayers. Such provisions shall protect the value of 
the securities from market transactions such as 
stock splits, stock distributions, dividends, and other 
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PAMTMANN on DSKBC07HB2PROD with BILLS
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distributions, mergers, and other forms of reorga-
nization or recapitalization. 
(6) EXERCISE PRICE.—The exercise price for 
any warrant issued pursuant to this section shall be 
set by the Secretary, for the primary benefit of tax-
payers. 
(7) SUFFICIENCY.—The company shall guar-
antee to the Secretary that it has authorized shares 
of stock available to fulfill its obligations under this 
section. Should the company not have sufficient au-
thorized shares, including preferred shares that may 
carry dividend rights equal to a multiple number of 
common shares, the Secretary may, to the extent 
necessary for the primary benefit of taxpayers, ac-
cept a senior debt note in an amount, and on such 
terms as will compensate the Secretary with equiva-
lent value, in the event that a sufficient shareholder 
vote to authorize the necessary additional shares 
cannot be obtained. 
(d) EXCEPTIONS.—The Secretary may establish an 
exception to the requirements of this section and appro-
priate alternative requirements for any participating com-
pany that is legally prohibited from issuing securities and 
debt instruments, so as not to allow circumvention of the 
requirements of this section. 
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(e) PROHIBITIONS OF FOREIGN COMPANIES.— 
(1) IN GENERAL.—The Secretary may not pur-
chase, or make any commitment to purchase, or 
guarantee, or make any commitment to guarantee, 
any asset in response to the coronavirus disease 
(COVID–19) outbreak from— 
(A) any foreign incorporated entity that 
the Secretary has determined is an inverted do-
mestic corporation or any subsidiary of such en-
tity; or 
(B) any joint venture if more than 10 per-
cent of the joint venture (by vote or value) is 
held by a foreign incorporated entity that the 
Secretary has determined is an inverted domes-
tic corporation or any subsidiary of such entity. 
(2) INVERTED DOMESTIC CORPORATION.— 
(A) IN GENERAL.—For purposes of this 
subsection, a foreign incorporated entity shall 
be treated as an inverted domestic corporation 
if, pursuant to a plan (or a series of related 
transactions)— 
(i) the entity completes on or after 
May 8, 2014, the direct or indirect acquisi-
tion of— 
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PAMTMANN on DSKBC07HB2PROD with BILLS
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(I) substantially all of the prop-
erties held directly or indirectly by a 
domestic corporation; or 
(II) substantially all of the assets 
of, or substantially all of the prop-
erties constituting a trade or business 
of, a domestic partnership; and 
(ii) after the acquisition, either— 
(I) more than 50 percent of the 
stock (by vote or value) of the entity 
is held— 
(aa) in the case of an acqui-
sition with respect to a domestic 
corporation, by former share-
holders of the domestic corpora-
tion by reason of holding stock in 
the domestic corporation; or 
(bb) in the case of an acqui-
sition with respect to a domestic 
partnership, by former partners 
of the domestic partnership by 
reason of holding a capital or 
profits interest in the domestic 
partnership; or 
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