Title: To establish requirements on accelerated filers receiving Federal aid related to COVID-19, to establish requirements on all corporations until Federal aid related to COVID-19 is repaid, and for other purposes.
Policy area: Finance and Financial Sector

Summary:
This bill establishes requirements for issuers of securities receiving aid in response to the COVID-19 (i.e., coronavirus disease 2019) emergency.
Issuers receiving aid must comply with specified requirements regarding paid leave, minimum wage, and limits on executive compensation. Until the end of the emergency period, issuers receiving aid must maintain preemergency workforce and compensation levels. Additionally, an issuer receiving aid may not provide executive bonuses, purchase its own company's stocks, pay out dividends to stockholders, or engage in lobbying until the issuer repays the aid.
Certain issuers receiving aid must (1) have one-third of their board of directors be elected by employees; and (2) provide additional disclosures including those regarding political expenditures, workforce composition, employee benefits, environmental impacts, federal aid, and financial performance.

[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[H.R. 6360 Introduced in House (IH)]

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116th CONGRESS
  2d Session
                                H. R. 6360

 To establish requirements on accelerated filers receiving Federal aid 
  related to COVID-19, to establish requirements on all corporations 
    until Federal aid related to COVID-19 is repaid, and for other 
                               purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             March 23, 2020

Ms. Ocasio-Cortez (for herself, Ms. Tlaib, and Ms. Pressley) introduced 
 the following bill; which was referred to the Committee on Financial 
                                Services

_______________________________________________________________________

                                 A BILL


 
 To establish requirements on accelerated filers receiving Federal aid 
  related to COVID-19, to establish requirements on all corporations 
    until Federal aid related to COVID-19 is repaid, and for other 
                               purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. REQUIREMENTS ON ALL CORPORATIONS UNTIL FEDERAL AID RELATED 
              TO COVID-19 IS REPAID.

    Any corporation that receives Federal aid related to COVID-19 
shall, until the date on which all such Federal aid is repaid by the 
corporation to the Federal Government, comply with the following:
            (1) Restrictions on executive bonuses.--The corporation may 
        not pay a bonus to any executive of the corporation.
            (2) Ban on executive golden parachutes.--The corporation 
        may not pay any type of compensation (whether present, 
        deferred, or contingent) to an executive of the corporation, if 
        such compensation is in connection with the termination of 
        employment of the executive.
            (3) Ban on stock buybacks.--The corporation may not 
        purchase securities of the corporation.
            (4) Ban on dividends.--The corporation may not pay 
        dividends on securities of the corporation.
            (5) Ban on federal lobbying.--The corporation may not carry 
        out any Federal lobbying activities.

SEC. 2. PERMANENT REQUIREMENTS ON ACCELERATED FILERS RECEIVING FEDERAL 
              AID RELATED TO COVID-19.

    (a) In General.--An accelerated filer that receives Federal aid 
related to COVID-19 shall permanently comply with the following:
            (1) Worker board representation.--
                    (A) In general.--At least \1/3\ of the members of 
                the accelerated filer's directors are chosen by the 
                employees of the accelerated filer in a one-employee-
                one-vote election process.
                    (B) Compliance date.--An accelerated filer shall 
                comply with the requirements under subparagraph (A) not 
                later than the end of the 2-year period beginning on 
                the date of enactment of this Act.
                    (C) Definitions.--In this paragraph--
                            (i) the term ``director'' has the meaning 
                        given the term in section 3 of the Securities 
                        Exchange Act of 1934 (15 U.S.C. 78c); and
                            (ii) the term ``employee'' has the meaning 
                        given the term in section 2 of the National 
                        Labor Relations Act (29 U.S.C. 152).
            (2) Additional disclosures.--If the securities of the 
        corporation are traded on a national securities exchange, the 
        corporation shall issue the following disclosures to the 
        Securities and Exchange Commission on a quarterly basis (and 
        make such disclosures available to shareholders of the 
        corporation and the public):
                    (A) The political spending disclosures required 
                under subsection (b).
                    (B) The human capital management disclosures 
                required under subsection (c).
                    (C) The environmental, social, and governance 
                disclosures required under subsection (d).
                    (D) The Federal aid disclosures required under 
                subsection (e).
                    (E) The disclosures of financial performance on a 
                country-by-country basis required under subsection (f).
    (b) Political Spending Disclosures.--
            (1) In general.--With respect to an accelerated filer, the 
        disclosures required under this subsection are--
                    (A) a description of any expenditure for political 
                activities made during the preceding quarter;
                    (B) the date of each expenditure for political 
                activities;
                    (C) the amount of each expenditure for political 
                activities;
                    (D) if the expenditure for political activities was 
                made in support of or opposed to a candidate, the name 
                of the candidate and the office sought by, and the 
                political party affiliation of, the candidate;
                    (E) the name or identity of trade associations or 
                organizations described in section 501(c) of the 
                Internal Revenue Code of 1986 and exempt from tax under 
                section 501(a) of such Code which receive dues or other 
                payments as described in paragraph (1)(A)(i)(III);
                    (F) a summary of each expenditure for political 
                activities made during the preceding year in excess of 
                $10,000, and each expenditure for political activities 
                for a particular election if the total amount of such 
                expenditures for that election is in excess of $10,000;
                    (G) a description of the specific nature of any 
                expenditure for political activities the corporation 
                intends to make for the forthcoming fiscal year, to the 
                extent the specific nature is known to the corporation; 
                and
                    (H) the total amount of expenditures for political 
                activities intended to be made by the corporation for 
                the forthcoming fiscal year.
            (2) Definitions.--In this subsection:
                    (A) Expenditure for political activities.--The term 
                ``expenditure for political activities''--
                            (i) means--
                                    (I) an independent expenditure (as 
                                defined in section 301(17) of the 
                                Federal Election Campaign Act of 1971 
                                (52 U.S.C. 30101(17)));
                                    (II) an electioneering 
                                communication (as defined in section 
                                304(f)(3) of that Act (52 U.S.C. 
                                30104(f)(3))) and any other public 
                                communication (as defined in section 
                                301(22) of that Act (52 U.S.C. 
                                30101(22))) that would be an 
                                electioneering communication if it were 
                                a broadcast, cable, or satellite 
                                communication; or
                                    (III) dues or other payments to 
                                trade associations or organizations 
                                described in section 501(c) of the 
                                Internal Revenue Code of 1986 and 
                                exempt from tax under section 501(a) of 
                                that Code that are, or could reasonably 
                                be anticipated to be, used or 
                                transferred to another association or 
                                organization for the purposes described 
                                in subclause (I) or (II); and
                            (ii) does not include--
                                    (I) direct lobbying efforts through 
                                registered lobbyists employed or hired 
                                by the corporation;
                                    (II) communications by a 
                                corporation to its shareholders and 
                                executive or administrative personnel 
                                and their families; or
                                    (III) the establishment and 
                                administration of contributions to a 
                                separate segregated fund to be utilized 
                                for political purposes by a 
                                corporation.
                    (B) Exception.--The term ``corporation'' does not 
                include an investment company registered under section 
                8 of the Investment Company Act of 1940 (15 U.S.C. 80a-
                8).
    (c) Human Capital Management Disclosures.--With respect to an 
accelerated filer, the disclosures required under this subsection are 
the following:
            (1) Workforce demographic information, including the number 
        of full-time employees, the number of part-time employees, the 
        number of contingent workers (including temporary and contract 
        workers), and any policies or practices relating to 
        subcontracting, outsourcing, and insourcing.
            (2) Workforce stability information, including information 
        about the voluntary turnover or retention rate, the involuntary 
        turnover rate, the internal hiring rate, and the internal 
        promotion rate.
            (3) Workforce composition, including data on diversity 
        (including racial and gender composition) and any policies and 
        audits related to diversity.
            (4) Workforce skills and capabilities, including 
        information about training of employees (including the average 
        number of hours of training and spending on training per 
        employee per year), skills gaps, and alignment of skills and 
        capabilities with business strategy.
            (5) Workforce culture and empowerment, including 
        information about--
                    (A) policies and practices of the corporation 
                relating to freedom of association and work-life 
                balance initiatives;
                    (B) any incidents of verified workplace harassment 
                in the previous 5 fiscal years of the corporation; and
                    (C) policies and practices of the corporation 
                relating to employee engagement and psychological 
                wellbeing, including management discussion regarding--
                            (i) the creation of an autonomous work 
                        environment;
                            (ii) fostering a sense of purpose in the 
                        workforce;
                            (iii) trust in management; and
                            (iv) a supportive, fair, and constructive 
                        workplace.
            (6) Workforce health and safety, including information 
        about--
                    (A) the frequency, severity, and lost time due to 
                injuries, illness, and fatalities;
                    (B) the total dollar value of assessed fines under 
                the Occupational Safety and Health Act of 1970;
                    (C) the total number of actions brought under 
                section 13 of the Occupational Safety and Health Act of 
                1970 to prevent imminent dangers; and
                    (D) the total number of actions brought against the 
                corporation under section 11(c) of the Occupational 
                Safety and Health Act of 1970.
            (7) Workforce compensation and incentives, including 
        information about--
                    (A) total workforce compensation, including 
                disaggregated information about compensation for full-
                time, part-time, and contingent workers;
                    (B) policies and practices about how performance, 
                productivity, and sustainability are considered when 
                setting pay and making promotion decisions; and
                    (C) policies and practices relating to any 
                incentives and bonuses provided to employees below the 
                named executive level and any policies or practices 
                designed to counter any risks create by such incentives 
                and bonuses.
            (8) Workforce recruiting, including information about the 
        quality of hire, new hire engagement rate, and new hire 
        retention rate.
    (d) Environmental, Social, and Governance Disclosures.--With 
respect to an accelerated filer, the disclosures required under this 
subsection are disclosures that satisfy the recommendations of the Task 
Force on Climate-related Financial Disclosures of the Financial 
Stability Board as reported in June, 2017.
    (e) Federal Aid Disclosures.--With respect to an accelerated filer, 
the disclosure required under this subsection is a description of how 
the Federal aid related to COVID-19 received by the corporation is 
being used to support the corporation's employees.
    (f) Disclosures of Financial Performance on a Country-by-Country 
Basis.--
            (1) In general.--With respect to an accelerated filer, the 
        disclosures required under this subsection are the following:
                    (A) Constituent entity information.--Information on 
                any constituent entity of the corporation, including 
                the following:
                            (i) The complete legal name of the 
                        constituent entity.
                            (ii) The tax jurisdiction, if any, in which 
                        the constituent entity is resident for tax 
                        purposes.
                            (iii) The tax jurisdiction in which the 
                        constituent entity is organized or incorporated 
                        (if different from the tax jurisdiction of 
                        residence).
                            (iv) The tax identification number, if any, 
                        used for the constituent entity by the tax 
                        administration of the constituent entity's tax 
                        jurisdiction of residence.
                            (v) The main business activity or 
                        activities of the constituent entity.
                    (B) Tax jurisdiction.--Information on each tax 
                jurisdiction in which one or more constituent entities 
                is resident, presented as an aggregated or consolidated 
                form of the information for the constituent entities 
                resident in each tax jurisdiction, including the 
                following:
                            (i) Revenues generated from transactions 
                        with other constituent entities.
                            (ii) Revenues not generated from 
                        transactions with other constituent entities.
                            (iii) Profit or loss before income tax.
                            (iv) Total income tax paid on a cash basis 
                        to all tax jurisdictions.
                            (v) Total accrued tax expense recorded on 
                        taxable profits or losses.
                            (vi) Stated capital.
                            (vii) Total accumulated earnings.
                            (viii) Total number of employees on a full-
                        time equivalent basis.
                            (ix) Net book value of tangible assets, 
                        which, for purposes of this section, does not 
                        include cash or cash equivalents, intangibles, 
                        or financial assets.
                    (C) Special rules.--The information listed in 
                subparagraph (B) shall be provided, in aggregated or 
                consolidated form, for any constituent entity or 
                entities that have no tax jurisdiction of residence. In 
                addition, if a constituent entity is an owner of a 
                constituent entity that does not have a jurisdiction of 
                tax residence, then the owner's share of such entity's 
                revenues and profits will be aggregated or consolidated 
                with the information for the owner's tax jurisdiction 
                of residence.
            (2) Definitions.--In this subsection--
                    (A) the term ``constituent entity'' means, with 
                respect to an accelerated filer, any separate business 
                entity of the accelerated filer; and
                    (B) the term ``tax jurisdiction''--
                            (i) means a country or a jurisdiction that 
                        is not a country but that has fiscal autonomy; 
                        and
                            (ii) includes a territory or possession of 
                        the United States that has fiscal autonomy.

SEC. 3. PERMANENT REQUIREMENTS ON ALL CORPORATIONS RECEIVING FEDERAL 
              AID RELATED TO COVID-19.

    Any corporation that receives Federal aid related to COVID-19 shall 
permanently comply with the following:
            (1) Paid leave for workers.--The corporation shall provide 
        at least 14 days of paid leave to workers who--
                    (A) are unable to telework;
                    (B) need to be isolated or quarantined to prevent 
                the spread of COVID-19; or
                    (C) need time off to care for the needs of family 
                members.
            (2) Minimum wage.--
                    (A) In general.--The corporation shall pay each 
                employee (including full-time, part-time, and tipped 
                employees) of the corporation a wage of not less than 
                $15 an hour, beginning not later than January 1, 2021.
                    (B) Sense of congress.--It is the sense of the 
                Congress that each corporation described under 
                subparagraph (A)--
                            (i) should meet the minimum wage 
                        requirements described under subparagraph (A) 
                        before January 1, 2021, if the corporation is 
                        able; and
                            (ii) should ensure that other companies 
                        with respect to which the corporation contracts 
                        also pay their employees the minimum wage 
                        described under subparagraph (A).
            (3) Limitation on ceo and executive pay.--The corporation 
        may not have a CEO to median worker pay ratio of greater than 
        50 to 1 and no officer or employee of the corporation may 
        received higher compensation than the chief executive officer 
        (or any equivalent position).

SEC. 4. REQUIREMENTS ON ALL CORPORATIONS RECEIVING FEDERAL AID RELATED 
              TO COVID-19 UNTIL THE END OF THE EMERGENCY.

    Any corporation that receives Federal aid related to COVID-19 
shall, until the COVID-19 emergency ends, comply with the following:
            (1) Workforce levels and benefits.--The corporation shall 
        maintain at least the same workforce levels and benefits that 
        existed before the COVID-19 emergency.
            (2) Maintenance of worker pay.--The corporation shall 
        maintain worker (either employee or contractor, full-time or 
        part-time) pay throughout the entire duration of the COVID-19 
        emergency at or above the pay level the worker was earning 
        before the emergency.
            (3) Maintenance of collective bargaining agreements.--The 
        corporation may not alter any collective bargaining agreement 
        that was in place at the beginning of the COVID-19 emergency.

SEC. 5. ENFORCEMENT; RULEMAKING.

    The Securities and Exchange Commission shall have the authority to 
enforce this Act and may issue such rules as may be necessary to carry 
out this Act.

SEC. 6. SEVERABILITY.

    If any provision of this Act or the application of such provision 
to any person or circumstance is held to be unconstitutional, the 
remainder of this Act, and the application of the provisions of this 
Act, to any person or circumstance shall not be affected thereby.

SEC. 7. DEFINITIONS.

    In this Act:
            (1) Accelerated filer.--The Securities and Exchange 
        Commission shall define the term ``accelerated filer'' for 
        purposes of this Act.
            (2) CEO to median worker pay ratio.--With respect to an 
        accelerated filer, the term ``CEO to median worker pay ratio'' 
        means the ratio of--
                    (A) the annual total compensation, including 
                salary, equity, and any other form of compensation of 
                the chief executive officer (or any equivalent 
                position) of the corporation; and
                    (B) the median of the annual total compensation of 
                all employees of the corporation, except the chief 
                executive officer (or any equivalent position) of the 
                corporation.
            (3) COVID-19 emergency.--The term ``COVID-19 emergency'' 
        means the period beginning on the date of enactment of this Act 
        and ending on the date on which the Securities and Exchange 
        Commission determines that the impact of COVID-19 on the 
        American financial system has ended.
            (4) Federal aid.--The term ``Federal aid'' means any 
        emergency lending provided under section 13(3) of the Federal 
        Reserve Act or any Federal financial support in the form of a 
        grant, loan, or loan guarantee.
            (5) S corporation.--The term ``S corporation'' has the 
        meaning given that term under section 1361(a) of the Internal 
        Revenue Code of 1986.
            (6) Securities terms.--The terms ``national securities 
        exchange'' and ``security'' have the meaning given those terms, 
        respectively, under section 3 of the Securities Exchange Act of 
        1934.
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