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Question: SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Farm and Ranch Risk Management 
Act''.

SEC. 2. FARM AND RANCH RISK MANAGEMENT ACCOUNTS.

    (a) In General.--Subpart C of part II of subchapter E of chapter 1 
of the Internal Revenue Code of 1986 (relating to taxable year for 
which deductions taken) is amended by inserting after section 468B the 
following:

``SEC. 468C. FARM AND RANCH RISK MANAGEMENT ACCOUNTS.

    ``(a) Deduction Allowed.--In the case of an individual engaged in 
an eligible farming business or commercial fishing, there shall be 
allowed as a deduction for any taxable year the amount paid in cash by 
the taxpayer during the taxable year to a Farm and Ranch Risk 
Management Account (hereinafter referred to as the `FARRM Account').
    ``(b) Limitation.--
            ``(1) Contributions.--The amount which a taxpayer may pay 
        into the FARRM Account for any taxable year shall not exceed 20 
        percent of so much of the taxable income of the taxpayer 
        (determined without regard to this section) which is 
        attributable (determined in the manner applicable under section 
        1301) to any eligible farming business or commercial fishing.
            ``(2) Distributions.--Distributions from a FARRM Account 
        may not be used to purchase, lease, or finance any new fishing 
        vessel, add capacity to any fishery, or otherwise contribute to 
        the overcapitalization of any fishery. The Secretary of 
        Commerce shall implement regulations to enforce this paragraph.
    ``(c) Eligible Businesses.--For purposes of this section--
            ``(1) Eligible farming business.--The term `eligible 
        farming business' means any farming business (as defined in 
        section 263A(e)(4)) which is not a passive activity (within the 
        meaning of section 469(c)) of the taxpayer.
            ``(2) Commercial fishing.--The term `commercial fishing' 
        has the meaning given such term by section (3) of the Magnuson-
        Stevens Fishery Conservation and Management Act (16 U.S.C. 
        1802) but only if such fishing is not a passive activity 
        (within the meaning of section 469(c)) of the taxpayer.
    ``(d) FARRM Account.--For purposes of this section--
            ``(1) In general.--The term `FARRM Account' means a trust 
        created or organized in the United States for the exclusive 
        benefit of the taxpayer, but only if the written governing 
        instrument creating the trust meets the following requirements:
                    ``(A) No contribution will be accepted for any 
                taxable year in excess of the amount allowed as a 
                deduction under subsection (a) for such year.
                    ``(B) The trustee is a bank (as defined in section 
                408(n)) or another person who demonstrates to the 
                satisfaction of the Secretary that the manner in which 
                such person will administer the trust will be 
                consistent with the requirements of this section.
                    ``(C) The assets of the trust consist entirely of 
                cash or of obligations which have adequate stated 
                interest (as defined in section 1274(c)(2)) and which 
                pay such interest not less often than annually.
                    ``(D) All income of the trust is distributed 
                currently to the grantor.
                    ``(E) The assets of the trust will not be 
                commingled with other property except in a common trust 
                fund or common investment fund.
            ``(2) Account taxed as grantor trust.--The grantor of a 
        FARRM Account shall be treated for purposes of this title as 
        the owner of such Account and shall be subject to tax thereon 
        in accordance with subpart E of part I of subchapter J of this 
        chapter (relating to grantors and others treated as substantial 
        owners).
    ``(e) Inclusion of Amounts Distributed.--
            ``(1) In general.--Except as provided in paragraph (2), 
        there shall be includible in the gross income of the taxpayer 
        for any taxable year--
                    ``(A) any amount distributed from a FARRM Account 
                of the taxpayer during such taxable year, and
                    ``(B) any deemed distribution under--
                            ``(i) subsection (f)(1) (relating to 
                        deposits not distributed within 5 years),
                            ``(ii) subsection (f)(2) (relating to 
                        cessation in eligible farming business), and
                            ``(iii) subparagraph (A) or (B) of 
                        subsection (f)(3) (relating to prohibited 
                        transactions and pledging account as security).
            ``(2) Exceptions.--Paragraph (1)(A) shall not apply to--
                    ``(A) any distribution to the extent attributable 
                to income of the Account, and
                    ``(B) the distribution of any contribution paid 
                during a taxable year to a FARRM Account to the extent 
                that such contribution exceeds the limitation 
                applicable under subsection (b) if requirements similar 
                to the requirements of section 408(d)(4) are met.
        For purposes of subparagraph (A), distributions shall be 
        treated as first attributable to income and then to other 
        amounts.
    ``(f) Special Rules.--
            ``(1) Tax on deposits in account which are not distributed 
        within 5 years.--
                    ``(A) In general.--If, at the close of any taxable 
                year, there is a nonqualified balance in any FARRM 
                Account--
                            ``(i) there shall be deemed distributed 
                        from such Account during such taxable year an 
                        amount equal to such balance, and
                            ``(ii) the taxpayer's tax imposed by this 
                        chapter for such taxable year shall be 
                        increased by 10 percent of such deemed 
                        distribution.
                The preceding sentence shall not apply if an amount 
                equal to such nonqualified balance is distributed from 
                such Account to the taxpayer before the due date 
                (including extensions) for filing the return of tax 
                imposed by this chapter for such year (or, if earlier, 
                the date the taxpayer files such return for such year).
                    ``(B) Nonqualified balance.--For purposes of 
                subparagraph (A), the term `nonqualified balance' means 
                any balance in the Account on the last day of the 
                taxable year which is attributable to amounts deposited 
                in such Account before the 4th preceding taxable year.
                    ``(C) Ordering rule.--For purposes of this 
                paragraph, distributions from a FARRM Account (other 
                than distributions of current income) shall be treated 
                as made from deposits in the order in which such 
                deposits were made, beginning with the earliest 
                deposits.
            ``(2) Cessation in eligible business.--At the close of the 
        first disqualification period after a period for which the 
        taxpayer was engaged in an eligible farming business or 
        commercial fishing, there shall be deemed distributed from the 
        FARRM Account of the taxpayer an amount equal to the balance in 
        such Account (if any) at the close of such disqualification 
        period. For purposes of the preceding sentence, the term 
        `disqualification period' means any period of 2 consecutive 
        taxable years for which the taxpayer is not engaged in an 
eligible farming business or commercial fishing.
            ``(3) Certain rules to apply.--Rules similar to the 
        following rules shall apply for purposes of this section:
                    ``(A) Section 220(f)(8) (relating to treatment on 
                death).
                    ``(B) Section 408(e)(2) (relating to loss of 
                exemption of account where individual engages in 
                prohibited transaction).
                    ``(C) Section 408(e)(4) (relating to effect of 
                pledging account as security).
                    ``(D) Section 408(g) (relating to community 
                property laws).
                    ``(E) Section 408(h) (relating to custodial 
                accounts).
            ``(4) Time when payments deemed made.--For purposes of this 
        section, a taxpayer shall be deemed to have made a payment to a 
        FARRM Account on the last day of a taxable year if such payment 
        is made on account of such taxable year and is made on or 
        before the due date (without regard to extensions) for filing 
        the return of tax for such taxable year.
            ``(5) Individual.--For purposes of this section, the term 
        `individual' shall not include an estate or trust.
            ``(6) Deduction not allowed for self-employment tax.--The 
        deduction allowable by reason of subsection (a) shall not be 
        taken into account in determining an individual's net earnings 
        from self-employment (within the meaning of section 1402(a)) 
        for purposes of chapter 2.
    ``(g) Reports.--The trustee of a FARRM Account shall make such 
reports regarding such Account to the Secretary and to the person for 
whose benefit the Account is maintained with respect to contributions, 
distributions, and such other matters as the Secretary may require 
under regulations. The reports required by this subsection shall be 
filed at such time and in such manner and furnished to such persons at 
such time and in such manner as may be required by such regulations.''.
    (b) Tax on Excess Contributions.--
            (1) Subsection (a) of section 4973 of such Code (relating 
        to tax on excess contributions to certain tax-favored accounts 
        and annuities) is amended by striking ``or'' at the end of 
        paragraph (3), by redesignating paragraph (4) as paragraph (5), 
        and by inserting after paragraph (3) the following:
            ``(4) a FARRM Account (within the meaning of section 
        468C(d)), or''.
            (2) Section 4973 of such Code is amended by adding at the 
        end the following:
    ``(g) Excess Contributions to FARRM Accounts.--For purposes of this 
section, in the case of a FARRM Account (within the meaning of section 
468C(d)), the term `excess contributions' means the amount by which the 
amount contributed for the taxable year to the Account exceeds the 
amount which may be contributed to the Account under section 468C(b) 
for such taxable year. For purposes of this subsection, any 
contribution which is distributed out of the FARRM Account in a 
distribution to which section 468C(e)(2)(B) applies shall be treated as 
an amount not contributed.''.
            (3) The section heading for section 4973 of such Code is 
        amended to read as follows:

``SEC. 4973. EXCESS CONTRIBUTIONS TO CERTAIN ACCOUNTS, ANNUITIES, 
              ETC.''.

            (4) The table of sections for chapter 43 of such Code is 
        amended by striking the item relating to section 4973 and 
        inserting the following:

                              ``Sec. 4973. Excess contributions to 
                                        certain accounts, annuities, 
                                        etc.''.
    (c) Tax on Prohibited Transactions.--
            (1) Subsection (c) of section 4975 of such Code (relating 
        to tax on prohibited transactions) is amended by adding at the 
        end the following:
            ``(6) Special rule for farrm accounts.--A person for whose 
        benefit a FARRM Account (within the meaning of section 468C(d)) 
        is established shall be exempt from the tax imposed by this 
        section with respect to any transaction concerning such account 
        (which would otherwise be taxable under this section) if, with 
        respect to such transaction, the account ceases to be a FARRM 
        Account by reason of the application of section 468C(f)(3)(A) 
        to such account.''.
            (2) Paragraph (1) of section 4975(e) of such Code is 
        amended by redesignating subparagraphs (E) and (F) as 
        subparagraphs (F) and (G), respectively, and by inserting after 
        subparagraph (D) the following:
                    ``(E) a FARRM Account described in section 
                468C(d),''.
    (d) Failure To Provide Reports on FARRM Accounts.--Paragraph (2) of 
section 6693(a) of such Code (relating to failure to provide reports on 
certain tax-favored accounts or annuities) is amended by redesignating 
subparagraphs (C) and (D) as subparagraphs (D) and (E), respectively, 
and by inserting after subparagraph (B) the following:
                    ``(C) section 468C(g) (relating to FARRM 
                Accounts),''.
    (e) Clerical Amendment.--The table of sections for subpart C of 
part II of subchapter E of chapter 1 of such Code is amended by 
inserting after the item relating to section 468B the following:

                              ``Sec. 468C. Farm and Ranch Risk 
                                        Management Accounts.''.
    (f) Effective Date.--The amendments made by this section shall 
apply to taxable years beginning after the date of the enactment of 
this Act.

Answer: Farm and Ranch Risk Management Act - Amends the Internal Revenue Code to allow an individual engaged in an eligible farming or commercial fishing business a deduction for any taxable year of up to 20 percent of taxable income attributable to the eligible farming or commercial fishing business which was paid in cash by the taxpayer to a Farm and Ranch Risk Management Account (FARRM Account).Includes distributions from a FARRM account in the taxpayer's gross income, and subjects to a special ten percent surtax any distributions not made within five years of contribution. Establishes a tax on excess contributions, but exempts the taxpayer from the tax on certain prohibited transactions.


Question: SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Vaccinate America's Children through 
Complete Information & Education Act of 2015''.

SEC. 2. ENCOURAGING STATES TO STRENGTHEN ADMINISTRATIVE PROCEDURES 
              RELATED TO NONMEDICAL EXEMPTIONS FROM STATE VACCINATION 
              REQUIREMENTS.

    (a) In General.--Section 1928 of the Social Security Act (42 U.S.C. 
1396s) is amended--
            (1) by redesignating subsection (h) as subsection (i); and
            (2) by inserting after subsection (g) the following new 
        subsection:
    ``(h) Administrative Procedures for Granting Nonmedical 
Exemptions.--
            ``(1) Certification of adoption of procedures.--
                    ``(A) In general.--A State program under this 
                section does not comply with the requirements of this 
                section unless the State certifies to the Secretary 
                that the State has established administrative 
                procedures for granting nonmedical exemptions from 
                State immunization requirements (as defined in 
                subparagraph (B)) that include at least 2 of the 
                prerequisites described in paragraph (2).
                    ``(B) Nonmedical exemption from state immunization 
                requirement.--For purposes of this subsection, the term 
                `nonmedical exemption from State immunization 
                requirements' means any exemption from a State law that 
                requires a child to receive a pediatric vaccine 
                (including school immunization requirements) that is 
                not based on a medical reason.
            ``(2) Nonmedical exemption prerequisites.--The 
        prerequisites for granting a nonmedical exemption from State 
        immunization requirements described in this paragraph are the 
        following:
                    ``(A) The State requires that prior to the 
                exemption being granted, a parent or guardian seeking a 
                nonmedical exemption from State immunization 
                requirements for a child shall discuss the consequences 
                of nonvaccination with the child's pediatrician or 
                other primary care provider and that the discussion is 
                noted in the child's medical record.
                    ``(B) The State requires that prior to the 
                exemption being granted, a parent or guardian seeking a 
                nonmedical exemption from State immunization 
                requirements for a child read and sign a form that 
                discusses the risks of nonvaccination and submits the 
                form to the State.
                    ``(C) The State requires that prior to the 
                exemption being granted, a parent or guardian seeking a 
                nonmedical exemption from State immunization 
                requirements for a child submits to the State a 
                notarized letter describing the parent's or guardian's 
                reasons for seeking the exemption.
                    ``(D) The State requires that all nonmedical 
                exemptions from State immunization requirements shall 
                only be granted for a 1-year period and shall be 
                required to be renewed annually if a parent or guardian 
                of a child wants the exemption to continue for another 
                year.
            ``(3) Penalty.--
                    ``(A) In general.--With respect to a fiscal year, 
                if a State fails to submit the certification required 
                under paragraph (1) or if the administrative procedures 
                established by the State for granting nonmedical 
                exemptions from State immunization requirements do not 
                include at least 2 of the prerequisites described in 
                paragraph (2), the State shall pay the Secretary an 
                amount equal to--
                            ``(i) in the case of a State that is not a 
                        manufacturer of pediatric vaccines, 5 percent 
                        of the value (as determined by the Secretary) 
                        of the vaccines provided to the State under 
                        subsection (b)(2)(A) for that fiscal year; and
                            ``(ii) in the case of a State that is a 
                        manufacturer of pediatric vaccines, 5 percent 
                        of the sum of--
                                    ``(I) the value (as determined by 
                                the Secretary) of any vaccines provided 
                                to the State under subsection (b)(2)(A) 
                                for that fiscal year; and
                                    ``(II) the amount paid to the State 
                                for the fiscal year under subsection 
                                (b)(2)(C).
                    ``(B) Treatment as an overpayment.--A State payment 
                required to be made to the Secretary under subparagraph 
                (A) shall be deemed an overpayment to the State under 
                this title to be disallowed against the State's regular 
                quarterly draw for all spending under section 
                1903(d)(2). Such a disallowance is not subject to a 
                reconsideration under section 1116(e).''.
    (b) Conforming Amendments.--
            (1) Section 1928 of the Social Security Act (42 U.S.C. 
        1396s), as amended by subsection (a), is further amended--
                    (A) in subsection (a)(1)(A), by striking 
                ``subsection (h)(8)'' and inserting ``subsection 
                (i)(8)''; and
                    (B) in subsection (b)(2)(A)(iv), by striking 
                ``subsection (h)(3)'' and inserting ``subsection 
                (i)(3)''.
            (2) Section 609(d) of the Employee Retirement Income 
        Security Act of 1974 (42 U.S.C. 1169(d)) is amended by striking 
        ``section 1928(h)(6)'' and inserting ``section 1928(i)(6)''.
    (c) Effective Date.--The amendments made by this Act shall take 
effect on the date that is 1 year after the date of the enactment of 
this Act.

Answer: Vaccinate America's Children through Complete Information &amp; Education Act of 2015 This bill amends title XIX (Medicaid) of the Social Security Act to require a state to certify that it has established, in its pediatric vaccine distribution program, administrative procedures regarding nonmedical exemptions from state immunization requirements. These procedures must include at least two of the following prerequisites for granting a nonmedical exemption:  the child's parent or guardian shall discuss the consequences of nonvaccination with the child's primary care provider, as noted in the child's medical record;  the child's parent or guardian shall read, sign, and submit to the state a form discussing the risks of nonvaccination;  the child's parent of guardian shall submit to the state a notarized letter describing why the exemption is being sought; or  all medical exemptions shall be granted for only a one-year period and shall be required to be renewed annually only if the child's parent or guardian wants the exemption to continue for another year.  A state that does not comply with these requirements is subject to a monetary penalty.


Question: SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Investors Rights and Corporate 
Accountability Act of 2009''.

SEC. 2. FIDUCIARY STANDARD FOR BROKER-DEALERS.

    Section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o) 
is amended--
            (1) by redesignating subsection (i), as added by section 
        303(f) of the Commodity Futures Modernization Act of 2000 (114 
        Stat. 2763A-455), and as enacted into law by section 1(a)(5) of 
        Public Law 106-554, as subsection (j); and
            (2) by adding at the end the following:
    ``(k) Standard of Care.--Notwithstanding any other provision of 
this title or the Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et 
seq.), the Commission shall promulgate rules, not later than 1 year 
after the date of enactment of this subsection, to provide that the 
standard of care for all brokers and dealers in providing investment 
advice to retail customers or clients (and any other customers or 
clients as the Commission may by rule provide) shall be the fiduciary 
duty established under the Investment Advisers Act of 1940 (15 U.S.C. 
80b-1 et seq.), including the duty to act solely in the best interest 
of the customer or client, without regard to the financial or other 
interest of the broker or dealer providing the advice.''.

SEC. 3. CLAWBACK OF INCENTIVE COMPENSATION AND BONUSES.

    (a) Securities Exchange Act of 1934.--Section 21D(f)(2)(A) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78u-4(f)(2)(A)) is amended--
            (1) by striking ``Joint and several liability.--Any'' and 
        inserting the following: ``Knowing violations.--
                            ``(i) Joint and several liability.--Any''; 
                        and
            (2) by adding at the end the following:
                            ``(ii) Incentive compensation and 
                        bonuses.--If the trier of fact specifically 
                        determines that a covered person knowingly 
                        committed a violation of the securities laws, 
                        the covered person shall be ordered to 
                        reimburse an issuer for--
                                    ``(I) any bonus or other incentive-
                                based or equity-based compensation 
                                received by the covered person from the 
                                issuer during the period of the 
                                violation of the securities laws; and
                                    ``(II) any profits realized by the 
                                covered person from the sale of 
                                securities of the issuer during the 
                                period of the violation of the 
                                securities laws.''.
    (b) Sarbanes-Oxley Act of 2002.--Section 304 of the Sarbanes-Oxley 
Act of 2002 (15 U.S.C. 7243) is amended--
            (1) in subsection (a)--
                    (A) in the matter preceding paragraph (1), by 
                striking ``, as a result of misconduct,'';
                    (B) in paragraph (1), by striking ``or filing with 
                the Commission (whichever first occurs)''; and
                    (C) in paragraph (2), by striking ``during that 12-
                month period''; and
            (2) by adding at the end the following:
    ``(c) Commencement of Action.--A shareholder of an issuer may 
commence an action on behalf of the issuer under this section if the 
chief executive officer or the chief financial officer of the issuer 
has not made a reimbursement required under this section before the 
expiration of the 90-day period beginning on the date on which the 
accounting restatement occurs.''.

SEC. 4. PROTECTING THE CONFIDENTIALITY OF WHISTLEBLOWERS.

    Section 21D(b)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 
78u-4(b)(2)) is amended--
            (1) by striking ``In any private action'' and inserting the 
        following:
                    ``(A) In general.--In any private action''; and
            (2) by adding at the end the following:
                    ``(B) Confidential sources.--
                            ``(i) In general.--Allegations by a 
                        confidential source shall be considered to give 
                        rise to a strong inference that the defendant 
                        acted with the required state of mind, if the 
                        source is described in the complaint with 
                        sufficient particularity to support the 
                        probability that a person in the situation of 
                        the source would possess the information 
                        alleged.
                            ``(ii) Considerations.--The weight accorded 
                        allegations by a confidential source shall 
                        depend on the level of detail provided by the 
                        source, the corroborative nature of the other 
                        facts alleged (including from other sources), 
                        the coherence and plausibility of the 
                        allegations, the number of sources, the 
                        reliability of the sources, and similar 
                        indicia.
                            ``(iii) Protection.--A confidential source 
                        described in a complaint shall be accorded the 
                        same protection received by a confidential 
                        source who provides comparable information to 
                        the Commission.
                            ``(iv) Nondisclosure requirements.--Upon 
                        motion, a court shall enter an order reasonably 
                        limiting the scope of nondisclosure required by 
                        a post-employment agreement. An order under 
                        this clause may not impair a legitimate 
                        interest of a former employer in the 
                        confidentiality of documents and information 
                        subject to the order.''.

SEC. 5. PROHIBITION ON CERTAIN VOTING BY BROKERS.

    Section 6(b) of the Securities Exchange Act of 1934 (15 U.S.C. 
78f(b)) is amended by adding at the end the following:
            ``(10) The rules of the exchange prohibit any member from 
        granting any proxy to vote any security in connection with an 
        election for membership to the board of directors or analogous 
        governing body of any issuer of a listed security, in the 
        absence of instructions from the beneficial owner of the 
        security regarding the specific election.''.

SEC. 6. INDEPENDENCE OF COMPENSATION ADVISERS.

    Section 16 of the Securities Exchange Act of 1934 (15 U.S.C. 78p) 
is amended by adding at the end the following:
    ``(h) Independent Compensation Advisers.--Not later than 1 year 
after the date of enactment of this subsection, the Commission shall, 
by rule--
            ``(1) require any adviser retained by the board of 
        directors or a committee of the board of directors of an issuer 
        in conjunction with the negotiation of an employment contract 
        or a compensation agreement with an executive of the issuer--
                    ``(A) to be independent of the issuer and the 
                executives and directors of the issuer; and
                    ``(B) to report solely to the board of directors or 
                the committee of the board of directors responsible for 
                executive compensation; and
            ``(2) prohibit an issuer from agreeing to indemnify or 
        limit the liability of an adviser described in paragraph 
        (1).''.

SEC. 7. AIDING AND ABETTING LIABILITY.

    (a) Securities Exchange Act of 1934.--Section 21D of the Securities 
Exchange Act of 1934 (15 U.S.C. 78u-4) is amended by adding at the end 
the following:
    ``(g) Persons That Aid or Abet Violations.--Any person that 
provides substantial assistance to another person, with reckless 
disregard for whether the substantial assistance is in violation of 
this title, or of any rule or regulation issued under this title, shall 
be liable in a private action brought under this title, to the same 
extent as the person to whom the substantial assistance is provided.''.
    (b) Investment Advisers Act.--Section 209 of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-9) is amended by adding at the end 
the following:
    ``(f) Aiding and Abetting.--For purposes of any action brought by 
the Commission under subsection (e), any person that provides 
substantial assistance to another person, with reckless disregard for 
whether the substantial assistance is in violation of this Act, or of 
any rule, regulation, or order issued under this Act, shall be liable, 
to the same extent as the person to whom the substantial assistance is 
provided.''.

SEC. 8. SHAREHOLDER APPROVAL OF GOLDEN PARACHUTE COMPENSATION.

    Section 16 of the Securities Exchange Act of 1934 (15 U.S.C. 78p), 
as amended by this Act, is amended by adding at the end the following:
    ``(i) Severance Agreements Tied to Performance.--
            ``(1) Commission rules.--
                    ``(A) In general.--Not later than 270 days after 
                the date of enactment of this subsection, the 
                Commission shall, by rule, direct the national 
                securities exchanges and national securities 
                associations to prohibit the listing of any security of 
                an issuer that is not in compliance with the 
                requirements of any portion of paragraph (2).
                    ``(B) Opportunity to cure.--The rules issued under 
                subparagraph (A) shall provide for appropriate 
                procedures for an issuer to have an opportunity to cure 
                any defects that would be the basis for such a 
                prohibition before the imposition of such prohibition.
                    ``(C) Considerations.--The rules issued under 
                subparagraph (A) shall be implemented with due regard 
                for contracts in existence on the date of enactment of 
                this subsection.
            ``(2) Severance agreements tied to performance.--The board 
        of directors of an issuer, or a committee of such board of 
        directors, may not enter into an agreement providing for 
        severance payments to a senior executive officer who is 
        terminated because of poor performance as an executive, as 
        determined by the board of directors. To the extent that an 
        issuer is able to terminate a senior executive officer for 
        cause, poor performance by the executive, as determined by the 
        board of directors, shall be considered as one such cause.''.

Answer:
Investors Rights and Corporate Accountability Act of 2009 - Amends the Securities Exchange Act of 1934 (SEA) to direct the Securities and Exchange Commission (SEC) to apply to all brokers and dealers who provide investment advice to retail clients the fiduciary duty established under the Investment Advisers Act of 1940, including the duty to act solely in the best interest of the customer or client, without regard to the financial or other interest of the broker or dealer providing the advice.

Requires the trier of fact to order any person who knowingly violated securities laws to reimburse an issuer (clawback) for: (1) any bonus or other incentive-based or equity-based compensation received from the issuer during the period of the violation; and (2) any profits realized by such person from the sale of securities of the issuer during the period of the violation.

Amends the Sarbanes-Oxley Act of 2002 (SOX), with respect to forfeiture of certain bonuses and profits, to authorize a shareholder of an issuer to commence an action on behalf of the issuer if the chief executive officer or the chief financial officer of the issuer has not made the requisite reimbursement (for material noncompliance with any financial reporting requirement) within 90 days after an accounting restatement occurs.

Amends the SEA to prescribe requirements for treating the allegations of a confidential source, in a securities fraud action, as giving rise to a strong inference that a defendant acted with the required state of mind.

Prohibits specified proxy voting practices by brokers in connection with elections for membership to the board of an issuer's governing body in the absence of instructions from the security's beneficial owner regarding the specific election.

Instructs the SEC to promulgate rules: (1) requiring the independence of any adviser retained by the board of directors of an issuer to advise on an executive employment contract or compensation agreement; (2) requiring such adviser to report solely to the board of directors responsible for executive compensation; and (3) prohibiting an issuer from agreeing to indemnify or limit the liability of an adviser.

Amends the SEA and the Investment Advisers Act of 1940 to subject to liability for aiding and abetting any person that provides substantial assistance to another person with reckless disregard for whether the substantial assistance is in violation of either Act.

Instructs the SEC to direct the national securities exchanges and national securities associations to prohibit listing any security of an issuer that is not in compliance with prohibitions against severance payments to a senior executive officer who is terminated for poor performance (golden parachute).