Text: S.2605 — 115th Congress (2017-2018)All Information (Except Text)

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Introduced in Senate (03/22/2018)


115th CONGRESS
2d Session
S. 2605


To prohibit public companies from repurchasing their shares on the open market, and for other purposes.


IN THE SENATE OF THE UNITED STATES

March 22, 2018

Ms. Baldwin (for herself, Ms. Warren, and Mr. Schatz) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs


A BILL

To prohibit public companies from repurchasing their shares on the open market, 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 “Reward Work Act”.

SEC. 2. Prohibition on stock buybacks on the open market.

(a) Definitions.—In this section—

(1) the terms “equity security”, “exchange”, and “issuer” have the meanings given the terms in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c); and

(2) the term “national securities exchange” means an exchange registered under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f).

(b) Prohibitions.—Notwithstanding any other provision of law, no issuer may purchase an equity security of the issuer on a national securities exchange.

(c) No force or effect.—Section 240.10b–18 of title 17, Code of Federal Regulations, shall have no force or effect.

(d) Rule of construction.—Nothing in this section may be construed to affect tender offers subject to section 240.13e–4 and sections 240.14e–1 through 240.14f–1 of title 17, Code of Federal Regulations.

SEC. 3. Worker representation on corporate board of directors.

(a) Definitions.—In this section—

(1) 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

(2) the term “employee” has the meaning given the term in section 2 of the National Labor Relations Act (29 U.S.C. 152).

(b) Registration requirements for securities.—Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)(1)) is amended by adding at the end the following:

“(4) No issuer may register securities on a national exchange unless at least 13 of the issuer’s directors are chosen by the issuing company’s employees in a one-employee-one-vote election process.”.

(c) Policy.—The Securities and Exchange Commission, in consultation with the National Labor Relations Board, shall promulgate regulations—

(1) to ensure that director elections at issuing firms are fair and democratic; and

(2) to ensure that 13 of an issuer’s board of directors will be composed of employee representatives within 2 years of the date of enactment of this Act.

SEC. 4. Regulations.

The Securities and Exchange Commission shall promulgate regulations to direct national securities exchanges and issuers, as defined in section 2(a), to comply with this Act and the amendments made by this Act.