In this task, you are given text for US Congressional and California state bills, your task is to generate a summary for this bill.
One example is below.
Q: SECTION 1. LIABILITY OF BUSINESS ENTITIES PROVIDING USE OF FACILITIES
TO NONPROFIT ORGANIZATIONS.

(a) Definitions.--In this section:
(1) Business entity.--The term ''business entity'' means a
firm, corporation, association, partnership, consortium, joint
venture, or other form of enterprise.
(2) Facility.--The term ''facility'' means any real
property, including any building, improvement, or appurtenance.
(3) Gross negligence.--The term ''gross negligence'' means
voluntary and conscious conduct by a person with knowledge (at
the time of the conduct) that the conduct is likely to be
harmful to the health or well-being of another person.
(4) Intentional misconduct.--The term ''intentional
misconduct'' means conduct by a person with knowledge (at the
time of the conduct) that the conduct is harmful to the health
or well-being of another person.
(5) Nonprofit organization.--The term ''nonprofit
organization'' means--
(A) any organization described in section 501(c)(3)
of the Internal Revenue Code of 1986 and exempt from
tax under section 501(a) of such Code; or
(B) any not-for-profit organization organized and
conducted for public benefit and operated primarily for
charitable, civic, educational, religious, welfare, or
health purposes.
(6) State.--The term ''State'' means each of the several
States, the District of Columbia, the Commonwealth of Puerto
Rico, the Virgin Islands, Guam, American Samoa, the Northern
Mariana Islands, any other territory or possession of the
United States, or any political subdivision of any such State,
territory, or possession.
(b) Limitation on Liability.--
(1) In general.--Subject to subsection (c), a business
entity shall not be subject to civil liability relating to any
injury or death occurring at a facility of the business entity
in connection with a use of such facility by a nonprofit
organization if--
(A) the use occurs outside of the scope of business
of the business entity;
(B) such injury or death occurs during a period
that such facility is used by the nonprofit
organization; and
(C) the business entity authorized the use of such
facility by the nonprofit organization.
(2) Application.--This subsection shall apply--
(A) with respect to civil liability under Federal
and State law; and
(B) regardless of whether a nonprofit organization
pays for the use of a facility.
(c) Exception for Liability.--Subsection (b) shall not apply to an
injury or death that results from an act or omission of a business
entity that constitutes gross negligence or intentional misconduct,
including any misconduct that--
(1) constitutes a crime of violence (as that term is
defined in section 16 of title 18, United States Code) or act
of international terrorism (as that term is defined in section
2331 of title 18) for which the defendant has been convicted in
any court;
(2) constitutes a hate crime (as that term is used in the
Hate Crime Statistics Act (28 U.S.C. 534 note));
(3) involves a sexual offense, as defined by applicable
State law, for which the defendant has been convicted in any
court; or
(4) involves misconduct for which the defendant has been
found to have violated a Federal or State civil rights law.
(d) Superseding Provision.--
(1) In general.--Subject to paragraph (2) and subsection
(e), this Act preempts the laws of any State to the extent that
such laws are inconsistent with this Act, except that this Act
shall not preempt any State law that provides additional
protection from liability for a business entity for an injury
or death with respect to which conditions under subparagraphs
(A) through (C) of subsection (b)(1) apply.
(2) Limitation.--Nothing in this Act shall be construed to
supersede any Federal or State health or safety law.
(e) Election of State Regarding Nonapplicability.--This Act shall
not apply to any civil action in a State court against a business
entity in which all parties are citizens of the State if such State
enacts a statute--
(1) citing the authority of this subsection;
(2) declaring the election of such State that this Act
shall not apply to such civil action in the State; and
(3) containing no other provision.
A: Shields a business entity from civil liability relating to any injury or death occurring at a facility of that entity in connection with a use of such facility by a nonprofit organization if: (1) the use occurs outside the scope of business of the business entity; (2) such injury or death occurs during a period that such facility is used by such organization; and (3) the business entity authorized the use of such facility by the organization.
Makes this Act inapplicable to an injury or death that results from an act or omission of a business entity that constitutes gross negligence or intentional misconduct, including misconduct that: (1) constitutes a hate crime or a crime of violence or act of international terrorism for which the defendant has been convicted in any court; or (2) involves a sexual offense for which the defendant has been convicted in any court or misconduct for which the defendant has been found to have violated a Federal or State civil rights law.
Preempts State laws to the extent that such laws are inconsistent with this Act, except State law that provides additional protection from liability. Specifies that this Act shall not be construed to supersede any Federal or State health or safety law.
Makes this Act inapplicable to any civil action in a State court against a business entity in which all parties are citizens of the State if such State, citing this Act's authority and containing no other provision, enacts a statute declaring the State's election that this Act shall not apply to such action in the State.
Rationale: This Bill focuses on shielding business entities from civil liability relating to an injury or death depending on the conditions of injury, hence the generated summary is correct.
Q: 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.''.
A:
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).