[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[H.R. 6360 Introduced in House (IH)]
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116th CONGRESS
2d Session
H. R. 6360
To establish requirements on accelerated filers receiving Federal aid
related to COVID-19, to establish requirements on all corporations
until Federal aid related to COVID-19 is repaid, and for other
purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
March 23, 2020
Ms. Ocasio-Cortez (for herself, Ms. Tlaib, and Ms. Pressley) introduced
the following bill; which was referred to the Committee on Financial
Services
_______________________________________________________________________
A BILL
To establish requirements on accelerated filers receiving Federal aid
related to COVID-19, to establish requirements on all corporations
until Federal aid related to COVID-19 is repaid, and for other
purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. REQUIREMENTS ON ALL CORPORATIONS UNTIL FEDERAL AID RELATED
TO COVID-19 IS REPAID.
Any corporation that receives Federal aid related to COVID-19
shall, until the date on which all such Federal aid is repaid by the
corporation to the Federal Government, comply with the following:
(1) Restrictions on executive bonuses.--The corporation may
not pay a bonus to any executive of the corporation.
(2) Ban on executive golden parachutes.--The corporation
may not pay any type of compensation (whether present,
deferred, or contingent) to an executive of the corporation, if
such compensation is in connection with the termination of
employment of the executive.
(3) Ban on stock buybacks.--The corporation may not
purchase securities of the corporation.
(4) Ban on dividends.--The corporation may not pay
dividends on securities of the corporation.
(5) Ban on federal lobbying.--The corporation may not carry
out any Federal lobbying activities.
SEC. 2. PERMANENT REQUIREMENTS ON ACCELERATED FILERS RECEIVING FEDERAL
AID RELATED TO COVID-19.
(a) In General.--An accelerated filer that receives Federal aid
related to COVID-19 shall permanently comply with the following:
(1) Worker board representation.--
(A) In general.--At least \1/3\ of the members of
the accelerated filer's directors are chosen by the
employees of the accelerated filer in a one-employee-
one-vote election process.
(B) Compliance date.--An accelerated filer shall
comply with the requirements under subparagraph (A) not
later than the end of the 2-year period beginning on
the date of enactment of this Act.
(C) Definitions.--In this paragraph--
(i) the term ``director'' has the meaning
given the term in section 3 of the Securities
Exchange Act of 1934 (15 U.S.C. 78c); and
(ii) the term ``employee'' has the meaning
given the term in section 2 of the National
Labor Relations Act (29 U.S.C. 152).
(2) Additional disclosures.--If the securities of the
corporation are traded on a national securities exchange, the
corporation shall issue the following disclosures to the
Securities and Exchange Commission on a quarterly basis (and
make such disclosures available to shareholders of the
corporation and the public):
(A) The political spending disclosures required
under subsection (b).
(B) The human capital management disclosures
required under subsection (c).
(C) The environmental, social, and governance
disclosures required under subsection (d).
(D) The Federal aid disclosures required under
subsection (e).
(E) The disclosures of financial performance on a
country-by-country basis required under subsection (f).
(b) Political Spending Disclosures.--
(1) In general.--With respect to an accelerated filer, the
disclosures required under this subsection are--
(A) a description of any expenditure for political
activities made during the preceding quarter;
(B) the date of each expenditure for political
activities;
(C) the amount of each expenditure for political
activities;
(D) if the expenditure for political activities was
made in support of or opposed to a candidate, the name
of the candidate and the office sought by, and the
political party affiliation of, the candidate;
(E) the name or identity of trade associations or
organizations described in section 501(c) of the
Internal Revenue Code of 1986 and exempt from tax under
section 501(a) of such Code which receive dues or other
payments as described in paragraph (1)(A)(i)(III);
(F) a summary of each expenditure for political
activities made during the preceding year in excess of
$10,000, and each expenditure for political activities
for a particular election if the total amount of such
expenditures for that election is in excess of $10,000;
(G) a description of the specific nature of any
expenditure for political activities the corporation
intends to make for the forthcoming fiscal year, to the
extent the specific nature is known to the corporation;
and
(H) the total amount of expenditures for political
activities intended to be made by the corporation for
the forthcoming fiscal year.
(2) Definitions.--In this subsection:
(A) Expenditure for political activities.--The term
``expenditure for political activities''--
(i) means--
(I) an independent expenditure (as
defined in section 301(17) of the
Federal Election Campaign Act of 1971
(52 U.S.C. 30101(17)));
(II) an electioneering
communication (as defined in section
304(f)(3) of that Act (52 U.S.C.
30104(f)(3))) and any other public
communication (as defined in section
301(22) of that Act (52 U.S.C.
30101(22))) that would be an
electioneering communication if it were
a broadcast, cable, or satellite
communication; or
(III) dues or other payments to
trade associations or organizations
described in section 501(c) of the
Internal Revenue Code of 1986 and
exempt from tax under section 501(a) of
that Code that are, or could reasonably
be anticipated to be, used or
transferred to another association or
organization for the purposes described
in subclause (I) or (II); and
(ii) does not include--
(I) direct lobbying efforts through
registered lobbyists employed or hired
by the corporation;
(II) communications by a
corporation to its shareholders and
executive or administrative personnel
and their families; or
(III) the establishment and
administration of contributions to a
separate segregated fund to be utilized
for political purposes by a
corporation.
(B) Exception.--The term ``corporation'' does not
include an investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-
8).
(c) Human Capital Management Disclosures.--With respect to an
accelerated filer, the disclosures required under this subsection are
the following:
(1) Workforce demographic information, including the number
of full-time employees, the number of part-time employees, the
number of contingent workers (including temporary and contract
workers), and any policies or practices relating to
subcontracting, outsourcing, and insourcing.
(2) Workforce stability information, including information
about the voluntary turnover or retention rate, the involuntary
turnover rate, the internal hiring rate, and the internal
promotion rate.
(3) Workforce composition, including data on diversity
(including racial and gender composition) and any policies and
audits related to diversity.
(4) Workforce skills and capabilities, including
information about training of employees (including the average
number of hours of training and spending on training per
employee per year), skills gaps, and alignment of skills and
capabilities with business strategy.
(5) Workforce culture and empowerment, including
information about--
(A) policies and practices of the corporation
relating to freedom of association and work-life
balance initiatives;
(B) any incidents of verified workplace harassment
in the previous 5 fiscal years of the corporation; and
(C) policies and practices of the corporation
relating to employee engagement and psychological
wellbeing, including management discussion regarding--
(i) the creation of an autonomous work
environment;
(ii) fostering a sense of purpose in the
workforce;
(iii) trust in management; and
(iv) a supportive, fair, and constructive
workplace.
(6) Workforce health and safety, including information
about--
(A) the frequency, severity, and lost time due to
injuries, illness, and fatalities;
(B) the total dollar value of assessed fines under
the Occupational Safety and Health Act of 1970;
(C) the total number of actions brought under
section 13 of the Occupational Safety and Health Act of
1970 to prevent imminent dangers; and
(D) the total number of actions brought against the
corporation under section 11(c) of the Occupational
Safety and Health Act of 1970.
(7) Workforce compensation and incentives, including
information about--
(A) total workforce compensation, including
disaggregated information about compensation for full-
time, part-time, and contingent workers;
(B) policies and practices about how performance,
productivity, and sustainability are considered when
setting pay and making promotion decisions; and
(C) policies and practices relating to any
incentives and bonuses provided to employees below the
named executive level and any policies or practices
designed to counter any risks create by such incentives
and bonuses.
(8) Workforce recruiting, including information about the
quality of hire, new hire engagement rate, and new hire
retention rate.
(d) Environmental, Social, and Governance Disclosures.--With
respect to an accelerated filer, the disclosures required under this
subsection are disclosures that satisfy the recommendations of the Task
Force on Climate-related Financial Disclosures of the Financial
Stability Board as reported in June, 2017.
(e) Federal Aid Disclosures.--With respect to an accelerated filer,
the disclosure required under this subsection is a description of how
the Federal aid related to COVID-19 received by the corporation is
being used to support the corporation's employees.
(f) Disclosures of Financial Performance on a Country-by-Country
Basis.--
(1) In general.--With respect to an accelerated filer, the
disclosures required under this subsection are the following:
(A) Constituent entity information.--Information on
any constituent entity of the corporation, including
the following:
(i) The complete legal name of the
constituent entity.
(ii) The tax jurisdiction, if any, in which
the constituent entity is resident for tax
purposes.
(iii) The tax jurisdiction in which the
constituent entity is organized or incorporated
(if different from the tax jurisdiction of
residence).
(iv) The tax identification number, if any,
used for the constituent entity by the tax
administration of the constituent entity's tax
jurisdiction of residence.
(v) The main business activity or
activities of the constituent entity.
(B) Tax jurisdiction.--Information on each tax
jurisdiction in which one or more constituent entities
is resident, presented as an aggregated or consolidated
form of the information for the constituent entities
resident in each tax jurisdiction, including the
following:
(i) Revenues generated from transactions
with other constituent entities.
(ii) Revenues not generated from
transactions with other constituent entities.
(iii) Profit or loss before income tax.
(iv) Total income tax paid on a cash basis
to all tax jurisdictions.
(v) Total accrued tax expense recorded on
taxable profits or losses.
(vi) Stated capital.
(vii) Total accumulated earnings.
(viii) Total number of employees on a full-
time equivalent basis.
(ix) Net book value of tangible assets,
which, for purposes of this section, does not
include cash or cash equivalents, intangibles,
or financial assets.
(C) Special rules.--The information listed in
subparagraph (B) shall be provided, in aggregated or
consolidated form, for any constituent entity or
entities that have no tax jurisdiction of residence. In
addition, if a constituent entity is an owner of a
constituent entity that does not have a jurisdiction of
tax residence, then the owner's share of such entity's
revenues and profits will be aggregated or consolidated
with the information for the owner's tax jurisdiction
of residence.
(2) Definitions.--In this subsection--
(A) the term ``constituent entity'' means, with
respect to an accelerated filer, any separate business
entity of the accelerated filer; and
(B) the term ``tax jurisdiction''--
(i) means a country or a jurisdiction that
is not a country but that has fiscal autonomy;
and
(ii) includes a territory or possession of
the United States that has fiscal autonomy.
SEC. 3. PERMANENT REQUIREMENTS ON ALL CORPORATIONS RECEIVING FEDERAL
AID RELATED TO COVID-19.
Any corporation that receives Federal aid related to COVID-19 shall
permanently comply with the following:
(1) Paid leave for workers.--The corporation shall provide
at least 14 days of paid leave to workers who--
(A) are unable to telework;
(B) need to be isolated or quarantined to prevent
the spread of COVID-19; or
(C) need time off to care for the needs of family
members.
(2) Minimum wage.--
(A) In general.--The corporation shall pay each
employee (including full-time, part-time, and tipped
employees) of the corporation a wage of not less than
$15 an hour, beginning not later than January 1, 2021.
(B) Sense of congress.--It is the sense of the
Congress that each corporation described under
subparagraph (A)--
(i) should meet the minimum wage
requirements described under subparagraph (A)
before January 1, 2021, if the corporation is
able; and
(ii) should ensure that other companies
with respect to which the corporation contracts
also pay their employees the minimum wage
described under subparagraph (A).
(3) Limitation on ceo and executive pay.--The corporation
may not have a CEO to median worker pay ratio of greater than
50 to 1 and no officer or employee of the corporation may
received higher compensation than the chief executive officer
(or any equivalent position).
SEC. 4. REQUIREMENTS ON ALL CORPORATIONS RECEIVING FEDERAL AID RELATED
TO COVID-19 UNTIL THE END OF THE EMERGENCY.
Any corporation that receives Federal aid related to COVID-19
shall, until the COVID-19 emergency ends, comply with the following:
(1) Workforce levels and benefits.--The corporation shall
maintain at least the same workforce levels and benefits that
existed before the COVID-19 emergency.
(2) Maintenance of worker pay.--The corporation shall
maintain worker (either employee or contractor, full-time or
part-time) pay throughout the entire duration of the COVID-19
emergency at or above the pay level the worker was earning
before the emergency.
(3) Maintenance of collective bargaining agreements.--The
corporation may not alter any collective bargaining agreement
that was in place at the beginning of the COVID-19 emergency.
SEC. 5. ENFORCEMENT; RULEMAKING.
The Securities and Exchange Commission shall have the authority to
enforce this Act and may issue such rules as may be necessary to carry
out this Act.
SEC. 6. SEVERABILITY.
If any provision of this Act or the application of such provision
to any person or circumstance is held to be unconstitutional, the
remainder of this Act, and the application of the provisions of this
Act, to any person or circumstance shall not be affected thereby.
SEC. 7. DEFINITIONS.
In this Act:
(1) Accelerated filer.--The Securities and Exchange
Commission shall define the term ``accelerated filer'' for
purposes of this Act.
(2) CEO to median worker pay ratio.--With respect to an
accelerated filer, the term ``CEO to median worker pay ratio''
means the ratio of--
(A) the annual total compensation, including
salary, equity, and any other form of compensation of
the chief executive officer (or any equivalent
position) of the corporation; and
(B) the median of the annual total compensation of
all employees of the corporation, except the chief
executive officer (or any equivalent position) of the
corporation.
(3) COVID-19 emergency.--The term ``COVID-19 emergency''
means the period beginning on the date of enactment of this Act
and ending on the date on which the Securities and Exchange
Commission determines that the impact of COVID-19 on the
American financial system has ended.
(4) Federal aid.--The term ``Federal aid'' means any
emergency lending provided under section 13(3) of the Federal
Reserve Act or any Federal financial support in the form of a
grant, loan, or loan guarantee.
(5) S corporation.--The term ``S corporation'' has the
meaning given that term under section 1361(a) of the Internal
Revenue Code of 1986.
(6) Securities terms.--The terms ``national securities
exchange'' and ``security'' have the meaning given those terms,
respectively, under section 3 of the Securities Exchange Act of
1934.
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