[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[H.R. 6056 Introduced in House (IH)]
<DOC>
116th CONGRESS
2d Session
H. R. 6056
To establish the obligations of certain large business entities in the
United States, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
March 2, 2020
Mr. Lujan (for himself and Ms. Schakowsky) introduced the following
bill; which was referred to the Committee on Energy and Commerce, and
in addition to the Committees on Ways and Means, Financial Services,
House Administration, and Education and Labor, for a period to be
subsequently determined by the Speaker, in each case for consideration
of such provisions as fall within the jurisdiction of the committee
concerned
_______________________________________________________________________
A BILL
To establish the obligations of certain large business entities in the
United States, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Accountable Capitalism Act''.
SEC. 2. DEFINITIONS.
In this Act:
(1) Covered employee.--The term ``covered employee''--
(A) means--
(i) an individual who is--
(I) an employee (including an
applicant), as defined in section 701
of the Civil Rights Act of 1964 (42
U.S.C. 2000e);
(II) a State employee (including an
applicant), as described in section
304(a) of the Government Employee
Rights Act of 1991 (42 U.S.C. 2000e-
16c(a));
(III) a covered employee (including
an applicant), as defined in section
101 of the Congressional Accountability
Act of 1995 (2 U.S.C. 1301);
(IV) a covered employee (including
an applicant), as defined in section
411(c) of title 3, United States Code;
(V) an employee, as defined in
section 11 of the Age Discrimination in
Employment Act of 1967 (29 U.S.C. 630);
(VI) an employee, as defined in
section 101 of the Americans with
Disabilities Act of 1990 (42 U.S.C.
12111);
(VII) an employee, as described in
section 501(b) of the Rehabilitation
Act of 1973 (29 U.S.C. 791(b));
(VIII) an employee, as defined in
section 3 of the Fair Labor Standards
Act of 1938 (29 U.S.C. 203);
(IX) an employee or applicant to
which section 717(a) of the Civil
Rights Act of 1964 (42 U.S.C. 2000e-
16(a)) applies; or
(X) a person (other than an
employer) to whom subsections (a) and
(b) of section 4311 of title 38, United
States Code, apply; and
(ii) an individual who is engaged by, or
applies for or otherwise seeks a position with,
a covered employer or entity, whether or not
the individual receives compensation, academic
credit, or other remuneration from the covered
employer or entity, as--
(I) an independent contractor; or
(II) an intern, fellow, volunteer,
or trainee; and
(B) does not include a management official, as
defined in section 7103(a)(11) of title 5, United
States Code.
(2) Covered employer or entity.--The term ``covered
employer or entity'' means a person, including an entity,
regardless of business structure, including organization as a
legal or commercial entity, that is--
(A) an employer, as defined in section 701 of the
Civil Rights Act of 1964;
(B) an entity employing a State employee described
in section 304(a) of the Government Employee Rights Act
of 1991;
(C) an employing office, as defined in section 101
of the Congressional Accountability Act of 1995;
(D) an employing office, as defined in section
411(c) of title 3, United States Code;
(E) an employer, as defined in section 11 of the
Age Discrimination in Employment Act of 1967;
(F) an employer, as defined in section 101 of the
Americans with Disabilities Act of 1990;
(G) an entity described in section 501(b) of the
Rehabilitation Act of 1973 (29 U.S.C. 791(b));
(H) an employer, as defined in section 3 of the
Fair Labor Standards Act of 1938;
(I) an entity to which section 717(a) of the Civil
Rights Act of 1964 applies; or
(J) an employer to whom subsections (a) and (b) of
section 4311 of title 38, United States Code, apply.
(3) Director.--The term ``Director'' means the Director of
the Office.
(4) Large entity.--
(A) In general.--The term ``large entity'' means an
entity that--
(i) is organized under the laws of a State
as a corporation, body corporate, body politic,
joint stock company, or limited liability
company;
(ii) engages in interstate commerce; and
(iii) in a taxable year, according to
information provided by the entity to the
Internal Revenue Service, has more than
$1,000,000,000 in gross receipts.
(B) Aggregation rules.--All entities treated as a
single employer under subsection (a) or (b) of section
52 of the Internal Revenue Code of 1986, or subsection
(m) or (o) of section 414 of such Code, shall be
treated as 1 entity for the purposes of subparagraph
(A).
(5) Office.--The term ``Office'' means the Office of United
States Corporations established under section 3.
(6) Officer.--The term ``officer'' means, with respect to a
United States corporation--
(A) the president of the United States corporation;
(B) the principal operating officer of the United
States corporation;
(C) the principal accounting officer of the United
States corporation or, if the United States corporation
does not have such an accounting officer, the
controller of the United States corporation; and
(D) any vice president in charge of a principal
business unit, division, or function of the United
States corporation.
(7) State.--The term ``State'' means--
(A) each of the several States of the United
States;
(B) the District of Columbia;
(C) the Commonwealth of Puerto Rico;
(D) Guam;
(E) the United States Virgin Islands;
(F) American Samoa; and
(G) the Commonwealth of the Northern Mariana
Islands.
(8) United states corporation.--The term ``United States
corporation'' means a large entity with respect to which the
Office has granted a charter under section 3.
SEC. 3. OFFICE OF UNITED STATES CORPORATIONS.
(a) Establishment.--There is established within the Department of
Commerce the Office of United States Corporations.
(b) Director.--
(1) Establishment of position.--There is established the
position of Director of the Office, who shall be the head of
the Office.
(2) Appointment; term.--
(A) Appointment.--Except as provided in
subparagraph (E), the Director shall be appointed by
the President, by and with the advice and consent of
the Senate, from among individuals who are citizens of
the United States.
(B) Term.--The Director shall be appointed for a
term of 4 years, unless removed before the end of that
term by the President.
(C) Vacancy.--A vacancy in the position of Director
that occurs before the expiration of the term for which
a Director was appointed shall be filled in the manner
established under subparagraph (A), and the Director
appointed to fill that vacancy shall be appointed only
for the remainder of that term.
(D) Service after end of term.--An individual may
serve as the Director after the expiration of the term
for which the individual was appointed until a
successor has been appointed.
(E) Initial director.--The Secretary of Commerce
shall appoint an individual to serve as the Director
until an individual is appointed to serve as the
Director in accordance with subparagraph (A).
(c) Duties.--The Office shall--
(1) review and grant charter applications for large
entities;
(2) monitor whether large entities have obtained a charter
in accordance with this Act;
(3) except as provided in paragraph (4)(B), refer any
violation of this Act to the appropriate Federal agency for
enforcement with respect to that violation; and
(4) when appropriate--
(A) rescind the charters of United States
corporations under section 4(b);
(B) revoke the charters of United States
corporations under sections 6(c)(2)(B)(ii), 8(c)(2),
and 9; and
(C) issue rules to prevent entities from taking
action to intentionally avoid qualifying as large
entities.
(d) Disclosure of Taxpayer Identity Information for Use by
Office.--
(1) In general.--Section 6103(m) of the Internal Revenue
Code of 1986 is amended by adding at the end the following:
``(8) Office of united states corporations.--Upon written
request by the Director of the Office of United States
Corporations, the Secretary shall disclose taxpayer identity
information to officers and employees of the Office of United
States Corporations solely for purposes of identifying any
taxpayer that satisfies the requirement under section
2(2)(A)(iii) or 4(b) of the Accountable Capitalism Act for the
most recent taxable year for which information is available.''.
(2) Effective date.--The amendment made by this subsection
shall take effect on the date of enactment of this Act.
SEC. 4. REQUIREMENT FOR LARGE ENTITIES TO OBTAIN CHARTERS.
(a) Large Entities.--
(1) In general.--An entity that is organized as a
corporation, body corporate, body politic, joint stock company,
or limited liability company in a State shall obtain a charter
from the Office as follows:
(A) If the entity is a large entity with respect to
the most recently completed taxable year of the entity
before the date of enactment of this Act, the entity
shall obtain the charter not later than 2 years after
the date of enactment of this Act.
(B) If the entity is a large entity with respect to
any taxable year of the entity that begins after the
date of enactment of this Act, the entity shall obtain
the charter not later than 1 year after the last day of
that taxable year.
(2) Failure to obtain charter.--An entity to which
paragraph (1) applies and that fails to obtain a charter from
the Office as required under that paragraph shall not be
treated as a corporation, body corporate, body politic, joint
stock company, or limited liability company, as applicable, for
the purposes of Federal law during the period beginning on the
date on which the entity is required to obtain a charter under
that paragraph and ending on the date on which the entity
obtains the charter.
(b) Rescissions.--
(1) In general.--An entity that has obtained a charter as a
United States corporation and, with respect to a subsequent
taxable year of the entity, is not a large entity may file a
petition with the Office to rescind the charter of the United
States corporation.
(2) Determination.--Not later than 180 days after the date
on which the Office receives a petition that an entity files
under paragraph (1), the Office shall grant the petition if the
Office determines that the entity, with respect to the most
recently completed taxable year of the entity preceding the
date on which the petition was filed, was not a large entity.
SEC. 5. RESPONSIBILITIES OF UNITED STATES CORPORATIONS.
(a) Definitions.--In this section:
(1) General public benefit.--The term ``general public
benefit'' means a material positive impact on society resulting
from the business and operations of a United States
corporation, when taken as a whole.
(2) Subsidiary.--The term ``subsidiary'' means, with
respect to a person, an entity in which the person owns
beneficially or of record not less than 50 percent of the
outstanding equity interests of the entity, calculated as if
all outstanding rights to acquire equity interests in the
entity had been exercised.
(b) Charter Requirements.--
(1) In general.--The charter of a large entity that is
filed with the Office shall state that the entity is a United
States corporation.
(2) Corporate purposes.--A United States corporation shall
have the purpose of creating a general public benefit, which
shall be--
(A) identified in the charter of the United States
corporation; and
(B) in addition to the purpose of the United States
corporation under the articles of incorporation in the
State in which the United States corporation is
incorporated, if applicable.
(c) Standard of Conduct for Directors and Officers.--
(1) Consideration of interests.--In discharging the duties
of their respective positions, and in considering the best
interests of a United States corporation, the board of
directors, committees of the board of directors, and individual
directors of a United States corporation--
(A) shall manage or direct the business and affairs
of the United States corporation in a manner that--
(i) seeks to create a general public
benefit; and
(ii) balances the pecuniary interests of
the shareholders of the United States
corporation with the best interests of persons
that are materially affected by the conduct of
the United States corporation; and
(B) in carrying out subparagraph (A)--
(i) shall consider the effects of any
action or inaction on--
(I) the shareholders of the United
States corporation;
(II) the employees and workforce
of--
(aa) the United States
corporation;
(bb) the subsidiaries of
the United States corporation;
and
(cc) the suppliers of the
United States corporation;
(III) the interests of customers
and subsidiaries of the United States
corporation as beneficiaries of the
general public benefit purpose of the
United States corporation;
(IV) community and societal
factors, including those of each
community in which offices or
facilities of the United States
corporation, subsidiaries of the United
States corporation, or suppliers of the
United States corporation are located;
(V) the local and global
environment;
(VI) the short-term and long-term
interests of the United States
corporation, including--
(aa) benefits that may
accrue to the United States
corporation from the long-term
plans of the United States
corporation; and
(bb) the possibility that
those interests may be best
served by the continued
independence of the United
States corporation; and
(VII) the ability of the United
States corporation to accomplish the
general public benefit purpose of the
United States corporation;
(ii) may consider--
(I) other pertinent factors; or
(II) the interests of any other
group that are identified in the
articles of incorporation in the State
in which the United States corporation
is incorporated, if applicable; and
(iii) shall not be required to give
priority to a particular interest or factor
described in clause (i) or (ii) over any other
interest or factor.
(2) Standard of conduct for officers.--Each officer of a
United States corporation shall balance and consider the
interests and factors described in paragraph (1)(B)(i) in the
manner described in paragraph (1)(B)(iii) if--
(A) the officer has discretion to act with respect
to a matter; and
(B) it reasonably appears to the officer that the
matter may have a material effect on the creation by
the United States corporation of a general public
benefit identified in the charter of the United States
corporation.
(3) Exoneration from personal liability.--Except as
provided in the charter of a United States corporation, neither
a director nor an officer of a United States corporation may be
held personally liable for monetary damages for--
(A) any action or inaction in the course of
performing the duties of a director under paragraph (1)
or an officer under paragraph (2), as applicable, if
the director or officer was not interested with respect
to the action or inaction; or
(B) the failure of the United States corporation to
pursue or create a general public benefit.
(4) Limitation on standing.--Neither a director nor an
officer of a United States corporation shall have any duty to a
person that is a beneficiary of the general public benefit
purpose of the United States corporation because of the status
of the person as such a beneficiary.
(5) Business judgments.--A director or an officer of a
United States corporation who makes a business judgment in good
faith shall be deemed to have fulfilled the duty of the
director under paragraph (1) or the officer under paragraph
(2), as applicable, if the director or officer--
(A) is not interested in the subject of the
business judgment;
(B) is informed with respect to the subject of the
business judgment to an extent that the director
reasonably believes to be appropriate under the
circumstances; and
(C) rationally believes that the business judgment
is in the best interests of the United States
corporation.
(d) Right of Action.--
(1) Limitation on liability of corporation.--A United
States corporation shall not be liable for monetary damages
under this section for any failure of the United States
corporation to pursue or create a general public benefit.
(2) Standing.--A proceeding to enforce the requirements of
this section may be commenced or maintained only--
(A) directly by the United States corporation to
which the proceeding applies; or
(B) derivatively, under the laws of the State in
which the United States corporation is organized, by a
person, or a group of persons, that own--
(i) beneficially or of record not less than
2 percent of the total number of shares of a
class or series outstanding at the time of the
act or omission that is the subject of the
proceeding; or
(ii) beneficially or of record not less
than 5 percent of the outstanding equity
interests in an entity of which the United
States corporation is a subsidiary at the time
of the act or omission that is the subject of
the proceeding.
(3) Rule of construction regarding beneficial ownership.--
For the purposes of this subsection, a person shall be
construed to be the beneficial owner of shares or equity
interests if the shares or equity interests are held in a
voting trust or by a nominee on behalf of the person.
(e) Application.--
(1) Rule of construction regarding general corporate law.--
Nothing in this section may be construed to affect any
provision of law that is applicable to a corporation, body
corporate, body politic, joint stock company, or limited
liability company, as applicable, that is not a United States
corporation.
(2) Applicability of other laws.--
(A) State law.--Except as otherwise provided in
this section, the law of the State in which a United
States corporation is organized shall apply with
respect to the United States corporation.
(B) Federal law.--If any provision of Federal law
is inconsistent with the requirements of this section
with respect to a United States corporation, the
requirements of this section shall supersede that
provision.
(3) Organic records.--A provision of the articles of
incorporation in the State in which a United States corporation
is incorporated, if applicable, or in the bylaws of a United
States corporation may not limit, be inconsistent with, or
supersede a provision of this section.
SEC. 6. BOARD REPRESENTATION.
(a) Rulemaking.--Not later than 1 year after the date of enactment
of this Act, the Securities and Exchange Commission, in consultation
with the National Labor Relations Board, shall issue rules to ensure
that--
(1) director elections at United States corporations are
fair and democratic;
(2) employee representation is meaningful and appropriate,
taking into consideration--
(A) diversity of race, ethnicity, gender, sexual
orientation, and gender identity; and
(B) the affiliation to historically
underrepresented groups, including veterans of the
Armed Forces and individuals with disabilities;
(3) covered employees that serve as a director of a United
States corporation may be dismissed only for just cause; and
(4) covered employees receive any disclosure required to be
made by the United States corporation to shareholders under the
Securities and Exchange Act of 1934 (15 U.S.C. 78a et seq.).
(b) United States Corporation Elections.--
(1) In general.--Not less than \2/5\ of the directors of a
United States corporation shall be elected by the covered
employees of the United States corporation using an election
process that complies with the requirements of the rules issued
under subsection (a).
(2) Effective date.--Paragraph (1) shall take effect on the
date that is 1 year after the date on which the Securities and
Exchange Commission issues the rules required under subsection
(a).
(c) Enforcement.--
(1) Securities and exchange commission.--The Securities and
Exchange Commission, in consultation with the National Labor
Relations Board, shall ensure that the elections described in
subsection (b)(1) comply with the requirements of the rules
issued by the Commission under subsection (a).
(2) Department of labor.--
(A) In general.--The Secretary of Labor shall
coordinate with the Office to ensure that the
representation of the boards of directors of United
States corporations comply with the requirements under
subsection (b).
(B) Penalties.--If the representation with respect
to the board of directors of a United States
corporation fails to comply with the requirements under
subsection (b) for a period that is not less than 180
consecutive days--
(i) the Secretary of Labor--
(I) shall assess a civil money
penalty against the United States
corporation in an amount that is not
less than $50,000 and not more than
$100,000 for each day that such
representation is not in compliance
with those requirements, including for
each day during that 180-day period;
and
(II) may collect the penalty
described in subclause (I) beginning on
the day after the date on which that
180-day period ends; and
(ii) the Office may revoke the charter of
the United States corporation.
SEC. 7. EXECUTIVE COMPENSATION.
(a) Definitions.--In this section:
(1) Covered person.--The term ``covered person'' means an
officer or a director of a United States corporation.
(2) Equity security.--The term ``equity security'' has the
meaning given the term in section 3(a) of the Securities
Exchange Act of 1934 (15 U.S.C. 78c(a)).
(3) Rule 10b-18 purchase.--The term ``Rule 10b-18
purchase'' has the meaning given the term in section 240.10b-
18(a) of title 17, Code of Federal Regulations, as in effect on
the date of enactment of this Act.
(4) Subject security.--The term ``subject security'' means
any--
(A) equity security of a United States corporation;
or
(B) security, the value of which is derived from,
or that otherwise relates to, an equity security
described in subparagraph (A).
(b) Sale of Subject Securities.--
(1) Prohibitions.--Subject to paragraph (2), no covered
person with respect to a United States corporation may--
(A) during the 5-year period that begins on the
date on which the covered person first owns or
beneficially owns a subject security with respect to
that United States corporation (or an affiliate of that
United States corporation), sell, transfer, pledge,
assign, alienate, or hypothecate, in exchange for
value, that subject security, other than--
(i) in connection with the sale of the
United States corporation or the affiliate, as
applicable; or
(ii) through--
(I) a will; or
(II) the laws of descent or
distribution; or
(B) during the 3-year period that begins on the
date on which that United States corporation, or an
affiliate of that United States corporation, effects a
Rule 10b-18 purchase, sell any subject security with
respect to that United States corporation.
(2) Application.--The prohibition under paragraph (1) shall
not apply with respect to any subject security that a covered
person owns or beneficially owns on the day before the date of
enactment of this Act.
(c) Enforcement.--The Securities and Exchange Commission may impose
on any covered person that violates subsection (b) a civil penalty in
an amount that is--
(1) not less than the fair market value of the subject
securities of which the covered person disposes in violation of
that subsection, as measured on the date on which the covered
person makes the disposition; and
(2) not more than the amount that is 3 times the fair
market value of the subject securities of which the covered
person disposes in violation of that subsection, as measured on
the date on which the covered person makes the disposition.
(d) Rule of Construction.--For the purposes of this section, a
subject security is beneficially owned by a covered person if--
(1) the subject security is held in the name of a bank,
broker, or nominee for the account of the covered person;
(2) the subject security is held as a joint tenant, tenant
in common, or tenant by the entirety or as community property
by the covered person; or
(3) the covered person has a pecuniary interest, by reason
of any contract, understanding, or relationship, including an
immediate family relationship or arrangement, in subject
securities held in the name of another person.
SEC. 8. POLITICAL SPENDING.
(a) Definitions.--In this section:
(1) Electioneering communication.--The term
``electioneering communication'' has the meaning given the term
in section 304(f)(3) of the Federal Election Campaign Act of
1971 (52 U.S.C. 30104(f)(3)), except that the term ``any public
communication'' shall be substituted for ``any broadcast,
cable, or satellite communication'' in the matter preceding
subclause (I) of subparagraph (A)(i) of such section 304(f)(3).
(2) Independent expenditure.--The term ``independent
expenditure'' means an expenditure, as that term is defined in
section 301 of the Federal Election Campaign Act of 1971 (52
U.S.C. 30101), by a person that expressly advocates the
election or defeat of a clearly identified candidate, or is the
functional equivalent of express advocacy because, when taken
as a whole, the expenditure can be interpreted by a reasonable
person only as advocating the election or defeat of a
candidate, taking into account whether the communication
involved--
(A) mentions a candidacy, a political party, or a
challenger to a candidate; or
(B) takes a position on character, qualifications,
or fitness for office of a candidate.
(3) Political expenditure in support of or in opposition to
any candidate for federal, state, or local public office.--The
term ``political expenditure in support of or in opposition to
any candidate for Federal, State, or local public office''
means an expenditure or series of expenditures totaling more
than $10,000 for any single candidate during any single
election that--
(A)(i) is an independent expenditure; or
(ii) with respect to a candidate for State or local
public office, would be treated as an independent
expenditure if the candidate were a candidate for
Federal public office;
(B)(i) is an electioneering communication; or
(ii) with respect to a candidate for State or local
public office, would be treated as an electioneering
communication if the candidate were a candidate for
Federal public office; or
(C) are dues or other payments, disbursements, or
transfers to any other person that--
(i) are, or could reasonably be anticipated
to be, used or transferred to another
association or organization for the purposes
described in subparagraph (A) or (B); and
(ii) are not investments or payments,
disbursements, or transfers made in commercial
transactions in the ordinary course of any
trade or business.
(b) Shareholder and Director Approval.--A United States corporation
may not make a political expenditure in support of or in opposition to
any candidate for Federal, State, or local public office unless--
(1) not less than 75 percent of the shareholders of the
corporation and not less than 75 percent of the directors of
the corporation approve of the expenditure; and
(2) the approvals required under paragraph (1) occur--
(A) before the date on which the expenditure is
made or obligated; and
(B) after the date on which the shareholders and
directors described in that paragraph have been
informed regarding the precise nature of the proposed
expenditure, including--
(i) the amount of the proposed expenditure;
and
(ii) the candidate and election to which
the proposed expenditure relates.
(c) Enforcement.--
(1) Shareholder suit.--A shareholder of a United States
corporation may bring a civil action in an appropriate district
court of the United States to enjoin a United States
corporation from making a political expenditure in support of
or in opposition to any candidate for Federal, State, or local
public office that violates the requirements under subsection
(b).
(2) Revocation of charter.--The Office may revoke the
charter of a United States corporation that knowingly or
repeatedly violates the requirements under subsection (b).
SEC. 9. PETITION FOR REVOCATION OF CHARTER.
(a) Filing of Revocation Petition.--The attorney general of a State
may file a petition with the Office to revoke the charter of a United
States corporation that is organized in that State or that does
business in that State.
(b) Timing of Response and Decision.--If a revocation petition is
filed under subsection (a) with respect to a United States
corporation--
(1) not later than 180 days after the date on which the
petition is filed, the United States corporation may file a
response that explains why revoking the charter of the United
States corporation is not justified in consideration of the
factors described in subsection (c)(2); and
(2) the Director shall issue a ruling with respect to the
petition not later than 180 days after the earlier of the date
that is--
(A) 180 days after the date on which the petition
is filed; or
(B) the date on which the corporation files a
response under paragraph (1).
(c) Granting Revocation Petition.--
(1) In general.--The Director, with the approval of the
Secretary of Commerce, and after consideration of the factors
described in paragraph (2), may grant a revocation petition
that is filed under subsection (a).
(2) Factors.--In determining whether to grant a revocation
petition under paragraph (1) with respect to a United States
corporation, the Director shall consider whether the United
States corporation--
(A) has engaged in repeated, egregious, and illegal
misconduct that has caused significant harm to--
(i) the customers, employees, shareholders,
or business partners of the United States
corporation; or
(ii) the communities in which the United
States corporation operates; and
(B) has not undertaken measures to address the
causes of the misconduct described in subparagraph (A),
such as terminating the employment of any officer or
executive of the United States corporation who oversaw
that misconduct.
(3) Review of granting of petition.--A decision by the
Director to grant a revocation petition under this subsection--
(A) shall be subject to judicial review under
section 706 of title 5, United States Code; and
(B) shall not be subject to the procedure for
congressional disapproval under section 802 of title 5,
United States Code.
(d) Revocation of Charter.--If the Director grants a revocation
petition under subsection (c) with respect to a United States
corporation, the Office shall revoke the charter of that corporation,
which shall be effective beginning on the date that is 1 year after the
date on which the Director grants the petition.
(e) Rulemaking.--The Director may issue any rules that are
necessary to carry out this section.
SEC. 10. SEVERABILITY.
If any provision of this Act, or any application of that provision
to any person or circumstance, is held to be invalid, the remainder of
the provisions of this Act and the application of any such provision to
any other person or circumstance shall not be affected.
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