instruction:
In this task, you are given text for US Congressional and California state bills, your task is to generate a summary for this bill.
question:
SECTION 1. SHORT TITLE.

This Act may be cited as the ''Educational Technology Utilization
Extension Assistance Act''.

SEC. 2. PURPOSE.

It is the purpose of this Act to improve the utilization of
educational technologies in elementary and secondary education by
creating an educational technology extension service based at
undergraduate institutions of higher education.

SEC. 3. FINDINGS.

The Congress finds the following:
(1) Extension services such as the Manufacturing Extension
Partnership and the Agricultural Extension Service have proven
to be effective public/private partnerships to integrate new
technologies and to improve utilization of existing
technologies by small to medium sized manufacturers and the
United States agricultural community.
(2) Undergraduate institutions of higher education working
with non-profit organizations, State, and Federal agencies can
tailor educational technology extension programs to meet
specific local and regional requirements.
(3) Undergraduate institutions of higher education, often
with the assistance of the National Science Foundation, have
for the past 20 years been integrating educational technologies
into their curricula, and as such they can draw upon their own
experiences to advise elementary and secondary school educators
on ways to integrate a variety of educational technologies into
the educational process.
(4) Many elementary and secondary school systems,
particularly in rural and traditionally under served areas,
lack general information on the most effective methods to
integrate their existing technology infrastructure, as well as
new educational technology, into the educational process and
curriculum.
(5) Most Federal and State educational technology programs
have focused on acquiring educational technologies with less
emphasis on the utilization of those technologies in the
classroom and the training and infrastructural requirements
needed to efficiently support those types of technologies. As a
result, in many instances, the full potential of educational
technology has not been realized.
(6) Our global economy is increasingly reliant on a
workforce not only comfortable with technology, but also able
to integrate rapid technological changes into the production
process. As such, in order to remain competitive in a global
economy, it is imperative that we maintain a work-ready labor
force.
(7) According to ''Teacher Quality: A Report on the
Preparation and Qualifications of Public School Teacher'',
prepared by the Department of Education, only 1 in 5 teachers
felt they were well prepared to work in a modern classroom.
(8) The most common form of professional development for
teachers continue to be workshops that typically last no more
than one day and have little relevance to teachers' work in the
classroom.
(9) A 1998 national survey completed by the Department of
Education found that only 19 percent of teachers had been
formally mentored by another teacher, and that 70 percent of
these teachers felt that this collaboration was very helpful to
their teaching.

SEC. 4. PROGRAM AUTHORIZED.

(a) General Authority.--The Director of the National Science
Foundation, in cooperation with the Secretary of Education and the
Director of the National Institute of Standards and Technology, shall
provide assistance for the creation and support of regional centers for
the utilization of educational technologies (hereinafter in this Act
referred to as ''ETU Centers'').
(b) Functions of Centers.--
(1) Establishment.--ETU Centers may be established at any
institution of higher education, but such centers may include
the participation of non-profit entities, organizations, or
groups thereof.
(2) Objectives of centers.--The objective of the ETU
Centers is to enhance the utilization of educational
technologies in elementary and secondary education through--
(A) advising of elementary and secondary school
administrators, school boards, and teachers on the
adoption and utilization of new educational
technologies and the utility of local schools' existing
educational technology assets and infrastructure;
(B) participation of individuals from the private
sector, universities, State and local governments, and
other Federal agencies;
(C) active dissemination of technical and
management information about the use of educational
technologies; and
(D) utilization, where appropriate, of the
expertise and capabilities that exists in Federal
laboratories and Federal agencies.
(3) Activities of centers.--The activities of the ETU
Centers shall include the following:
(A) The active transfer and dissemination of
research findings and ETU Center expertise to local
school authorities, including but not limited to school
administrators, school boards, and teachers.
(B) The training of teachers in the integration of
local schools existing educational technology
infrastructure into their instructional design.
(C) The training and advising of teachers,
administrators, and school board members in the
acquisition, utilization, and support of educational
technologies.
(D) Support services to teachers, administrators,
and school board members as agreed upon by ETU Center
representatives and local school authorities.
(E) The advising of teachers, administrators, and
school board members on current skill set standards
employed by private industry.
(c) Program Administration.--
(1) Proposed rules.--The Director of the National Science
Foundation, after consultation with the Secretary of Education
and the Director of the National Institute of Standards and
Technology, shall publish in the Federal Register, within 90
days after the date of the enactment of this Act, a proposed
rules for the program for establishing ETU Centers, including--
(A) a description of the program;
(B) the procedure to be followed by applicant;
(C) the criteria for determining qualified
applicants; and
(D) the criteria, including those listed in the
following sections, for choosing recipients of
financial assistance under this section from among
qualified applicants.
(2) Final rules.--The Director of the National Science
Foundation shall publish final rules for the program under this
Act after the expiration of a 30-day comment period on such
proposed rules.
(d) Eligibility and Selection.--
(1) Applications required.--Any undergraduate institution
of higher education, consortia of such institutions, non-profit
organizations, or groups thereof may submit an application for
financial support under this section in accordance with the
procedures established under subsection (c). In order to
receive assistance under this Act, an applicant shall provide
adequate assurances that will contribute 50 percent or more of
the proposed Center's capital and annual operating and
maintenance costs.
(2) Selection.--The Director of the National Science
Foundation, in conjunction with the Secretary of Education and
the Director of the National Institute of Standards and
Technology, shall subject each application to competitive,
merit review. In making a decision whether to approve such
application and provide financial support under this section,
the Director of the National Science Foundation shall consider
at a minimum--
(A) the merits of the application, particularly
those portions of the application regarding the
adaption of training and educational technologies to
the needs of particular regions;
(B) the quality of service to be provided;
(C) the geographical diversity and extent of
service area, with particular emphasis on rural and
traditionally underdeveloped areas; and
(D) the percentage of funding and amount of in-kind
commitment from other sources.
(3) Evaluation.--Each ETU Center which receives financial
assistance under this section shall be evaluated during its
third year of operation by an evaluation panel appointed by the
Director of the National Science Foundation. Each evaluation
panel shall measure the involved Center's performance against
the objectives specified in this section. Funding for an ETU
Center shall not be renewed unless the evaluation is positive.

SEC. 6. DEFINITION.

As used in this Act, the term ''institution of higher education''
has the meaning given that term by section 101 of the Higher Education
Act of 1965 (20 U.S.C. 1001).
answer:
Educational Technology Utilization Extension Assistance Act - Requires the Director of the National Science Foundation (NSF), in cooperation with the Secretary of Education and the Director of the National Institute of Standards and Technology (NIST), to provide assistance for the creation and support of regional centers for the utilization of educational technologies (ETU Centers). Allows ETU Centers to be established at any institution of higher education, and to include the participation of non-profit entities and organizations.
Requires ETU Centers to enhance the use of educational technologies in elementary and secondary education through: (1) advising school administrators, school boards, and teachers on adopting and using new educational technologies and the usefulness of local schools' existing educational technology assets and infrastructure; (2) participation of individuals from the private sector, universities, State and local governments, and other Federal agencies; (3) active dissemination of technical and management information about the use of educational technologies; and (4) appropriate use of the expertise and capabilities that exist in Federal laboratories and Federal agencies.
Requires ETU Centers' activities to include: (1) active transfer and dissemination of research findings and ETU Center expertise to local school authorities; (2) training teachers in integrating schools' existing educational technology infrastructure into their instructional design; (3) training and advising teachers, administrators, and school board members in acquiring, using, and supporting educational technologies; (4) support services to teachers, administrators, and school board members; and (5) advising teachers, administrators, and school board members on current skill set standards employed by private industry.
Sets forth requirements for program administration and application and selection procedures. Allows any undergraduate institution of higher education, consortia of such institutions and non-profit organizations to apply for financial support in accordance with the procedures. Requires each applicant to provide adequate assurances that it will contribute 50 percent or more of the proposed ETU Center's capital and annual operating and maintenance costs.
Requires the NSF Director, in conjunction with the Secretary of Education and the NIST Director, to subject each application to competitive merit review, including specified considerations. Requires each ETU Center to be evaluated during its third year of operation. Requires a positive evaluation for renewal of funding.

question:
67, and approved by
Congress, allow for such further authorizations.

TITLE II--GENERAL PROVISIONS

SEC. 201. ANNUAL REPORT.

Section 3(f) of the National Science Foundation Act of 1950 (42
U.S.C. 1862(f)) is amended to read as follows:
''(f) The Foundation shall provide an annual report to the
President which shall be submitted by the Director to the Congress at
the time of the President's annual budget submission. The report
shall--
''(1) contain a strategic plan, or an update to a previous
strategic plan, which--
''(A) defines for a three-year period the overall
goals for the Foundation and specific goals for each
major activity of the Foundation, including each
scientific directorate, the education directorate, and
the polar programs office; and
''(B) describe how the identified goals relate to
national needs and will exploit new opportunities in
science and technology;
''(2) identify the criteria and describe the procedures
which the Foundation will use to assess progress toward
achieving the goals identified in accordance with paragraph
(1);
''(3) review the activities of the Foundation during the
preceding year which have contributed toward achievement of
goals identified in accordance with paragraph (1) and summarize
planned activities for the coming three years in the context of
the identified goals, with particular emphasis on the
Foundation's planned contributions to major multi-agency
research and education initiatives;
''(4) contain such recommendations as the Foundation
considers appropriate; and
''(5) include information on the acquisition and
disposition by the Foundation of any patents and patent
rights.''.

SEC. 202. NATIONAL RESEARCH FACILITIES.

(a) Facilities Plan.--The Director shall provide to Congress
annually, as a part of the report required under section 3(f) of the
National Science Foundation Act of 1950, a plan for the proposed
construction of, and repair and upgrades to, national research
facilities. The plan shall include estimates of the cost for such
construction, repairs, and upgrades, and estimates of the cost for the
operation and maintenance of existing and proposed new facilities. For
proposed new construction and for major upgrades to existing
facilities, the plan shall include funding profiles by fiscal year and
milestones for major phases of the construction. The plan shall include
cost estimates in the categories of construction, repair, and upgrades
for the year in which the plan is submitted to Congress and for not
fewer than the succeeding 4 years.
(b) Limitation on Obligation of Unauthorized Appropriations.--No
funds appropriated for any project which involves construction of new
national research facilities or construction necessary for upgrading
the capabilities of existing national research facilities shall be
obligated unless the funds are specifically authorized for such purpose
by this Act or any other Act which is not an appropriations Act, or
unless the total estimated cost to the Foundation of the construction
project is less than $50,000,000. This subsection shall not apply to
construction projects approved by the National Science Board prior to
June 30, 1994.

SEC. 203. ELIGIBILITY FOR RESEARCH FACILITY AWARDS.

Section 203(b) of the Academic Research Facilities Modernization
Act of 1988 is amended by striking the final sentence of paragraph (3)
and inserting in lieu thereof the following: ''The Director shall give
priority to institutions or consortia that have not received such funds
in the preceding 5 years, except that this sentence shall not apply to
previous funding received for the same multiyear project.''.

SEC. 204. ADMINISTRATIVE AMENDMENTS.

(a) National Science Foundation Act of 1950 Amendments.--The
National Science Foundation Act of 1950 (42 U.S.C. 1861 et seq.) is
amended--
(1) by redesignating the subsection (k) of section 4 (42
U.S.C. 1863(k)) that was added by section 108 of the National
Science Foundation Authorization Act of 1988 as subsection (l);
(2) in section 5(e) (42 U.S.C. 1864(e)) by amending
paragraph (2) to read as follows:
''(2) Any delegation of authority or imposition of conditions under
paragraph (1) shall be promptly published in the Federal Register and
reported to the Committees on Labor and Human Resources and Commerce,
Science, and Transportation of the Senate and the Committee on Science
of the House of Representatives.'';
(3) by inserting ''be entitled to'' between ''shall'' and
''receive'', and by inserting '', including traveltime,'' after
''Foundation'' in section 14(c) (42 U.S.C. 1873(c));
(4) by striking section 14(j) (42 U.S.C. 1873(j)); and
(5) by striking ''Atomic Energy Commission'' in section
15(a) (42 U.S.C. 1874(a)) and inserting in lieu thereof
''Secretary of Energy''.
(b) National Science Foundation Authorization Act, 1976
Amendments.--Section 6(a) of the National Science Foundation
Authorization Act, 1976 (42 U.S.C. 1881a(a)) is amended by striking
''social,'' the first place it appears.
(c) National Science Foundation Authorization Act of 1988
Amendments.--(1) Section 117(a)(1)(B)(v) of the National Science
Foundation Authorization Act of 1988 (42 U.S.C. 1881b(1)(B)(v)) is
amended to read as follows:
''(v) from schools established outside the several States
and the District of Columbia by any agency of the Federal
Government for dependents of its employees.''.
(2) Section 117(a)(3)(A) of such Act (42 U.S.C. 1881b(3)(A)) is
amended by striking ''Science and Engineering Education'' and inserting
in lieu thereof ''Education and Human Resources''.
(d) Education for Economic Security Act Amendments.--Section 107 of
Education for Economic Security Act (20 U.S.C. 3917) is repealed.
(e) Technical Amendment.--The second subsection (g) of section 3 of
the National Science Foundation Act of 1950 is repealed.

SEC. 205. INDIRECT COSTS.

(a) Matching Funds.--Matching funds required pursuant to section
204(a)(2)(C) of the Academic Research Facilities Modernization Act of
1988 (42 U.S.C. 1862c(a)(2)(C)) shall not be considered facilities
costs for purposes of determining indirect cost rates.
(b) Report.--The Director of the Office of Science and Technology
Policy, in consultation with other relevant agencies, shall prepare a
report analyzing what steps would be needed to--
(1) reduce by 10 percent the proportion of Federal
assistance to institutions of higher education that are
allocated for indirect costs; and
(2) reduce the variance among indirect cost rates of
different institutions of higher education,
including an evaluation of the relative benefits and burdens of each
option on institutions of higher education. Such report shall be
transmitted to the Congress no later than December 31, 1995.
SEC. 206. RESEARCH INSTRUMENTATION AND FACILITIES.

The Foundation shall incorporate the guidelines set forth in
Important Notice No. 91, dated March 11, 1983 (48 Fed. Reg. 15754,
April 12, 1983), relating to the use and operation of Foundation-
supported research instrumentation and facilities, in its notice of
Grant General Conditions, and shall examine more closely the adherence
of grantee organizations to such guidelines.

SEC. 207. FINANCIAL DISCLOSURE.

Persons temporarily employed by or at the Foundation shall be
subject to the same financial disclosure requirements and related
sanctions under the Ethics in Government Act of 1978 as are permanent
employees of the Foundation in equivalent positions.

SEC. 208. EDUCATIONAL LEAVE OF ABSENCE FOR ACTIVE DUTY.

In order to be eligible to receive funds from the Foundation after
September 30, 1995, an institution of higher education must provide
that whenever any student of the institution who is a member of the
National Guard, or other reserve component of the Armed Forces of the
United States, is called or ordered to active duty, other than active
duty for training, the institution shall grant the member a military
leave of absence from their education. Persons on military leave of
absence from their institution shall be entitled, upon release from
military duty, to be restored to the educational status they had
attained prior to their being ordered to military duty without loss of
academic credits earned, scholarships or grants awarded, or tuition and
other fees paid prior to the commencement of the military duty. It
shall be the duty of the institution to refund tuition or fees paid or
to credit the tuition and fees to the next semester or term after the
termination of the educational military leave of absence at the option
of the student.
SEC. 209. PROHIBITION OF LOBBYING ACTIVITIES.

None of the funds authorized by this Act shall be available for any
activity whose purpose is to influence legislation pending before the
Congress, provided that this shall not prevent officers or employees of
the United States or of its departments or agencies from communicating
to Members of Congress on the request of any Member or to Congress,
through the proper channels, requests for legislation or appropriations
which they deem necessary for the efficient conduct of the public
business.
SEC. 210. SCIENCE STUDIES INSTITUTE.

(a) Amendment.--Section 822 of the National Defense Authorization
Act for Fiscal 1991 (42 U.S.C. 6686) is amended--
(1) by striking ''Critical Technologies Institute'' in the
section heading and in subsection (a), and inserting in lieu
thereof ''Science Studies Institute'';
(2) in subsection (b) by striking ''As determined by the
chairman of the committee referred to in subsection (c), the''
and inserting in lieu thereof ''The'';
(3) by striking subsection (c), and redesignating
subsections (d), (e), (f), and (g) as subsections (c), (d),
(e), and (f), respectively;
(4) in subsection (c), as so redesignated by paragraph (3)
of this subsection--
(A) by inserting ''science and'' after
''developments and trends in'' in paragraph (1);
(B) by striking ''with particular emphasis'' in
paragraph (1) and all that follows through the end of
such paragraph and inserting in lieu thereof ''and
developing and maintaining relevant informational and
analytical tools.'';
(C) by striking ''to determine'' and all that
follows through ''technology policies'' in paragraph
(2) and inserting in lieu thereof ''with particular
attention to the scope and content of the Federal
science and technology research and develop portfolio
as it affects interagency and national issues'';
(D) by amending paragraph (3) to read as follows:
''(3) Initiation of studies and analysis of alternatives
available for ensuring the long-term strength of the United
States in the development and application of science and
technology, including appropriate roles for the Federal
Government, State governments, private industry, and
institutions of higher education in the development and
application of science and technology.'';
(E) by inserting ''science and'' after ''Executive
branch on'' in paragraph (4)(A); and
(F) by amending paragraph (4)(B) to read as
follows:
''(B) to the interagency committees and panels of
the Federal Government concerned with science and
technology.'';
(5) in subsection (d), as so redesignated by paragraph (3)
of this subsection, by striking ''subsection (d)'' and
inserting in lieu thereof ''subsection (c)''; and
(6) by amending subsection (f), as so redesignated by
paragraph (3) of this subsection, to read as follows:
''(f) Sponsorship.--The Director of the Office of Science and
Technology Policy shall be the sponsor of the Institute.''.
(b) Conforming Usage.--All references in Federal law or regulations
to the Critical Technologies Institute shall be considered to be
references to the Science Studies Institute.
SEC. 211. EDUCATIONAL IMPACT.

(a) Findings.--The Congress finds that--
(1) Federal research funds made available to institutions
of higher education often create incentives for such
institutions to emphasize research over undergraduate teaching
and to narrow the focus of their graduate programs; and
(2) National Science Foundation funds for Research and
Related Activities should be spent in the manner most likely to
improve the quality of undergraduate and graduate education in
institutions of higher education.
(b) Educational Impact.--(1) The impact that a grant or cooperative
agreement by the National Science Foundation would have on
undergraduate and graduate education at an institution of higher
education shall be a factor in any decision whether to award such grant
or agreement to that institution.
(2) Paragraph (1) shall be effective with respect to any grant or
cooperative agreement awarded after September 30, 1996.
(c) Report.--The Director shall provide a plan for the
implementation of subsection (b) of this section, no later than
December 31, 1995, to the Committee on Science of the House of
Representatives and the Committee on Commerce, Science, and
Transportation and the Committee on Labor and Human Resources of the
Senate.
SEC. 212. DIVISIONS OF THE FOUNDATION.

(a) Amendment.--Section 8 of the National Science Foundation Act of
1950 (42 U.S.C. 1866) is amended by inserting ''The Director may
appoint, in consultation with the Board, not more than 6 Assistant
Directors to assist in managing the Divisions.'' after ''time to time
determine.''.
(b) Report.--By November 15, 1995, the Director shall transmit to
the Congress a report on the reorganization of the National Science
Foundation required as a result of the amendment made by subsection
(a).
SEC. 213. LIMITATION ON APPROPRIATIONS.

(a) Exclusive Authorization for Fiscal Year 1996.--Notwithstanding
any other provision of law, no sums are authorized to be appropriated
for fiscal year 1996 for the activities of the National Science
Foundation unless such sums are specifically authorized to be
appropriated by this Act.
(b) Subsequent Fiscal Years.--No sums are authorized to be
appropriated for any fiscal year after fiscal year 1996 for the
activities of the National Science Foundation unless such sums are
specifically authorized to be appropriated by Act of Congress with
respect to such fiscal year.

SEC. 214. ELIGIBILITY FOR AWARDS.

(a) In General.--The Director shall exclude from consideration for
awards of financial assistance made by the National Science Foundation
after fiscal year 1995 any person who received funds, other than those
described in subsection (b), appropriated for a fiscal year after
fiscal year 1995, from any Federal funding source for a project that
was not subjected to a competitive, merit-based award process. Any
exclusion from consideration pursuant to this section shall be
effective for a period of 5 years after the person receives such
Federal funds.
(b) Exception.--Subsection (a) shall not apply to awards to persons
who are members of a class specified by law for which assistance is
awarded to members of the class according to a formula provided by law.
HR 1852 RH----2
answer:
TABLE OF CONTENTS:
Title I: National Science Foundation Authorization
Title II: General Provisions
National Science Foundation Authorization Act of 1995 -
Title I: National Science Foundation Authorization
- Authorizes appropriations to the National Science Foundation (NSF) for FY 1996 and 1997.
(Sec. 104) Provides for reprogramming of appropriations.
(Sec. 105) States that nothing in this Act shall preclude additional FY 1996 authorization of appropriations for NSF.
Title II: General Provisions
- Amends the National Science Foundation Act of 1950 to direct NSF to include in its annual report to the President a strategic plan defining its goals, criteria, and procedures.
(Sec. 202) Requires NSF to submit to the Congress an annual upgrade and maintenance plan for national research facilities.
(Sec. 203) Amends the Academic Research Facilities Modernization Act of 1988 to give research facility grant priority to institutions or consortia that have not received such funds in the preceding five years.
(Sec. 204) Makes administrative amendments to the National Science Foundation Act of 1950, the National Science Foundation Authorization Act, 1976, the National Science Foundation Authorization Act of 1988, and the Education for Economic Security Act.
(Sec. 206) Requires certain research instrumentation and facilities guidelines to be incorporated in NSF grant notices.
(Sec. 207) Subjects NSF temporary employees to the same financial disclosure requirements as apply to permanent employees.
(Sec. 208) Requires an institution of higher education receiving NSF funds to grant a military-educational leave of absence to a student on active military duty (other than training).
(Sec. 209) Prohibits the use of any funds authorized under this Act from being used for any lobbying activity.
(Sec. 210) Renames the Critical Technologies Institute as the Science Studies Institute.
(Sec. 211) Requires NSF to consider the impact of a grant on undergraduate and graduate education before its award.
(Sec. 212) Authorizes the Director of NSF to appoint up to six Assistant Directors.
(Sec. 214) Excludes from NSF awards for five years any person who received project funds not subject to competitive merit-based awards. (Exempts persons who are members of a law-specified class.)

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).