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Title IV — Promoting Financial Stability and Transparent Markets

H.R. 6321 · 116th Congress · Mar 23, 2020 · Lineage

IV Promoting Financial Stability and Transparent Markets

401. Temporary halt to rulemakings unrelated to COVID–19

(a)
In general— Until the end of the 30-day period following the end of the COVID-19 emergency period, the Federal financial regulators—
(1)
may not adopt or amend any rule, regulation, guidance, or order unless such rule, regulation, guidance, or order is directly related to responding to the COVID-19 emergency; and
(2)
shall keep open and extend any ongoing public comment period related to a proposed or final rule, unless such rule is related to responding to the COVID-19 emergency.
(b)
Notice and sunset of emergency actions— The Federal financial regulators shall—
(1)
provide the Committee on Financial Services of the House of Representatives and the Committee on Banking, Housing, and Urban Affairs of the Senate with a notice of any regulatory actions taken during the COVID-19 emergency period, along with an explanation of how such action was necessary and appropriate in response to the COVID-19 emergency; and
(2)
limit the period of effectiveness of any action taken in response to the COVID-19 emergency to be not longer than 12-months following the end of the COVID-19 emergency period.
(c)
Voting by regulators— Any action taken pursuant to this section by a Federal financial regulator headed by a multi-person entity may only be taken by unanimous vote.
(d)
Definitions— In this section:
(1)
COVID-19 emergency period— For purposes of this Act, the term “COVID-19 emergency period” means the period that begins upon the date of the enactment of this Act and ends upon the date of the termination by the Federal Emergency Management Agency of the emergency declared on March 13, 2020, by the President under the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 4121 et seq.) relating to the Coronavirus Disease 2019 (COVID-19) pandemic.
(2)
Federal financial regulator— In this section, the term “Federal financial regulator” means the Board of Governors of the Federal Reserve System, the Bureau of Consumer Financial Protection, the Department of Housing and Urban Development, the Department of the Treasury (other than the Internal Revenue Service), the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Office of the Comptroller of the Currency, the National Credit Union Administration, and the Securities and Exchange Commission.

402. Temporary ban on stock buybacks

(a)
In general— It shall be unlawful for any issuer, the securities of which are traded on a national securities exchange, to purchase securities of the issuer during the period beginning on the date of enactment of this section and ending 120 days after the end of the COVID-19 emergency period.
(b)
Early termination— The Securities and Exchange Commission may terminate the prohibition under subsection (a) after the end of the COVID-19 emergency period and before the end of the 120-day period described under subsection (a), if—
(1)
the Commission determines such termination is in the public interest; and
(2)
immediately notifies the Congress and the public of such determination and the reason for such determination, including on the website of the Commission.
(c)
Enforcement; rulemaking—
(1)
In general— 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.
(2)
Commission voting— Any action taken by the Commission pursuant to this section may only be taken upon a unanimous vote of the commissioners.
(d)
Definitions— In this section:
(1)
COVID–19 emergency period— The term “COVID-19 emergency period” means the period that begins upon the date of the enactment of this Act and ends upon the date of the termination by the Federal Emergency Management Agency of the emergency declared on March 13, 2020, by the President under the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 4121 et seq.) relating to the Coronavirus Disease 2019 (COVID-19) pandemic.
(2)
Other definitions— The terms “issuer”, “national securities exchange”, and “security” have the meaning given those terms, respectively, under section 3 of the Securities Exchange Act of 1934.

403. Disclosures related to supply chain disruption risk

Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the end the following:

“(s) Disclosures related to supply chain disruption risk

“(1) In general—Each issuer required to file an annual report under subsection (a) shall disclose in that report—

“(A) an identification of—

“(i) the risks in the issuer’s sourcing of goods, labor, services, and other supply chain related matters, including—

“(I) risks of dependency upon sole sourcing arrangements or sourcing concentrated in one geographic locality;

“(II) shipping risks; and

“(III) risks arising from natural disasters, pandemics, extreme weather, armed conflicts, refugee and related disruptions, trade conflicts or disruptions, and labor wage, safety, and health care practices; and

“(ii) the impacts any risk or disruption identified in clause (i) would have on the issuer’s workforce, suppliers, and customers;

“(B) the issuer’s business continuity or other contingency plans that will be implemented in the case of a supply chain disruption in order to mitigate such risks and impacts; and

“(C) all other material information.

“(2) Updates—Disclosures required under this subsection shall be updated when there are material changes.”

404. Disclosures related to global pandemic risk

(a)
In general— Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m), as amended by section 403, is further amended by adding at the end the following:

“(t) Disclosures related to global pandemic risk

“(1) In general—Each issuer required to file current reports under subsection (a) shall, in the event the World Health Organization declares a pandemic, file a report with the Commission containing a description of—

“(A) the risks and exposures to the issuer related to the pandemic, including risks to health and worker safety faced by the issuer’s employees and independent contractors;

“(B) the steps the issuer is taking to mitigate such risks and exposures, including measures to protect the workforce, including information related to wages, healthcare, and leave;

“(C) a preliminary view on the effect the pandemic may have on the issuer’s business, solvency, and workforce; and

“(D) all other material information.

“(2) Updates—Disclosures required under this subsection shall be updated when there are material changes.

“(3) Public availability of reports—The Commission shall make each report filed to the Commission under paragraph (1) available to the public, including on the website of the Commission.”

(b)
Application— Section 13(t) of the Securities Exchange Act of 1934, as added by subsection (a), shall apply to a pandemic declared by the World Health Organization that is in existence on the date of enactment of this Act or that is declared after the date of enactment of this Act.

405. Oversight of Federal aid related to COVID–19

(a)
Congressional COVID–19 Aid Oversight Panel—
(1)
Establishment— There is hereby established the Congressional COVID–19 Aid Oversight Panel (hereafter in this subsection referred to as the “Oversight Panel”) as an establishment in the legislative branch.
(2)
Duties— The Oversight Panel shall review the current state of the financial markets and the regulatory system and submit regular reports to Congress on the following:
(A)
The use of Federal aid provided during the COVID–19 emergency.
(B)
The impact of Federal aid related to COVID–19 on the financial markets and financial institutions.
(3)
Membership—
(A)
In general— The Oversight Panel shall consist of 5 members, as follows:
(i)
One member appointed by the Speaker of the House of Representatives.
(ii)
One member appointed by the minority leader of the House of Representatives.
(iii)
One member appointed by the majority leader of the Senate.
(iv)
One member appointed by the minority leader of the Senate.
(v)
One member appointed by the Speaker of the House of Representatives and the majority leader of the Senate, after consultation with the minority leader of the Senate and the minority leader of the House of Representatives.
(B)
Pay— Each member of the Oversight Panel shall each be paid at a rate equal to the daily equivalent of the annual rate of basic pay for level I of the Executive Schedule for each day (including travel time) during which such member is engaged in the actual performance of duties vested in the Commission.
(C)
Prohibition of compensation of Federal employees— Members of the Oversight Panel who are full-time officers or employees of the United States or Members of Congress may not receive additional pay, allowances, or benefits by reason of their service on the Oversight Panel.
(D)
Travel expenses— Each member shall receive travel expenses, including per diem in lieu of subsistence, in accordance with applicable provisions under subchapter I of chapter 57 of title 5, United States Code.
(E)
Quorum— Four members of the Oversight Panel shall constitute a quorum but a lesser number may hold hearings.
(F)
Vacancies— A vacancy on the Oversight Panel shall be filled in the manner in which the original appointment was made.
(G)
Meetings— The Oversight Panel shall meet at the call of the Chairperson or a majority of its members.
(4)
Staff—
(A)
In general— The Oversight Panel may appoint and fix the pay of any personnel as the Oversight Panel considers appropriate.
(B)
Experts and consultants— The Oversight Panel may procure temporary and intermittent services under section 3109(b) of title 5, United States Code.
(C)
Staff of agencies— Upon request of the Oversight Panel, the head of any Federal department or agency may detail, on a reimbursable basis, any of the personnel of that department or agency to the Oversight Panel to assist it in carrying out its duties under this section.
(5)
Powers—
(A)
Hearings and sessions— The Oversight Panel may, for the purpose of carrying out this section, hold hearings, sit and act at times and places, take testimony, and receive evidence as the Panel considers appropriate and may administer oaths or affirmations to witnesses appearing before it.
(B)
Powers of members and agents— Any member or agent of the Oversight Panel may, if authorized by the Oversight Panel, take any action which the Oversight Panel is authorized to take by this section.
(C)
Obtaining Official Data— The Oversight Panel may secure directly from any department or agency of the United States information necessary to enable it to carry out this section. Upon request of the Chairperson of the Oversight Panel, the head of that department or agency shall furnish that information to the Oversight Panel.
(D)
Reports— The Oversight Panel shall receive and consider all reports required to be submitted to the Oversight Panel under this section.
(6)
Authorization of appropriations— There is authorized to be appropriated to the Oversight Panel such sums as may be necessary for any fiscal year, half of which shall be derived from the applicable account of the House of Representatives, and half of which shall be derived from the contingent fund of the Senate.
(7)
Sunset— The Oversight Panel established by this subsection shall terminate on the date that is two years following the termination by the Federal Emergency Management Agency of the emergency declared on March 13, 2020, by the President under the Robert T. Stafford Disaster Relief and Emergency Act (42 U.S.C. 4121 et seq.) relating to the Coronavirus Disease 2019 (COVID-19) pandemic.
(8)
Definitions— In this subsection:
(A)
COVID–19 emergency— The term “COVID–19 emergency” means the period that begins upon the date of the enactment of this Act and ends one year after the termination by the Federal Emergency Management Agency of the emergency declared on March 13, 2020, by the President under the Robert T. Stafford Disaster Relief and Emergency Act (42 U.S.C. 4121 et seq.) relating to the Coronavirus Disease 2019 (COVID-19) pandemic.
(B)
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.
(b)
Special Inspector General authority over Federal aid related to COVID–19— Section 121 of the Emergency Economic Stabilization Act of 2008 (12 U.S.C. 5231) is amended—
(1)
in subsection (k)—
(A)
in paragraph (1), by striking “or” at the end;
(B)
in paragraph (2), by striking the period at the end and inserting “; or”; and
(C)
by adding at the end the following:

“(3) the date on which all Federal aid related to the COVID–19 emergency is repaid.”

(2)
by adding at the end the following:

“(l) Responsibility with respect to Federal aid related to COVID–19

“(1) In general—The Special Inspector General shall have the same authority and responsibilities with respect to Federal aid provided during the COVID–19 emergency as the Special Inspector General has with respect to financial assistance (including the purchase of troubled assets) provided under this title.

“(2) Definitions—In this section:

“(A) COVID–19 emergency—The term “COVID–19 emergency” means the period that begins upon the date of the enactment of this Act and ends one year after the termination by the Federal Emergency Management Agency of the emergency declared on March 13, 2020, by the President under the Robert T. Stafford Disaster Relief and Emergency Act (42 U.S.C. 4121 et seq.) relating to the Coronavirus Disease 2019 (COVID-19) pandemic.

“(B) 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.”

406. International financial institutions

(a)
United States participation in, and contributions to, the nineteenth replenishment of the resources of the International Development Association— The International Development Association Act (22 U.S.C. 284 et seq.) is amended by adding at the end the following:

“31. Nineteenth replenishment

“(a) The United States Governor of the International Development Association is authorized to contribute on behalf of the United States $3,004,200,000 to the nineteenth replenishment of the resources of the Association, subject to obtaining the necessary appropriations.

“(b) In order to pay for the United States contribution provided for in subsection (a), there are authorized to be appropriated, without fiscal year limitation, $3,004,200,000 for payment by the Secretary of the Treasury.”

(b)
United States participation in, and contributions to, the fifteenth replenishment of the resources of the African Development Fund— The African Development Fund Act (22 U.S.C. 290g et seq.) is amended by adding at the end the following:

“226. Fifteenth replenishment

“(a) The United States Governor of the Fund is authorized to contribute on behalf of the United States $513,900,000 to the fifteenth replenishment of the resources of the Fund, subject to obtaining the necessary appropriations.

“(b) In order to pay for the United States contribution provided for in subsection (a), there are authorized to be appropriated, without fiscal year limitation, $513,900,000 for payment by the Secretary of the Treasury.”

(c)
United States participation in, and contributions to, the seventh capital increase for the African Development Bank— The African Development Bank Act (22 U.S.C. 290i et seq.) is amended by adding at the end the following:

“1345. Seventh capital increase

“(a) Subscription authorized

“(1) The United States Governor of the Bank may subscribe on behalf of the United States to 532,023 additional shares of the capital stock of the Bank.

“(2) Any subscription by the United States to the capital stock of the Bank shall be effective only to such extent and in such amounts as are provided in advance in appropriations Acts.

“(b) Limitations on authorization of appropriations

“(1) In order to pay for the increase in the United States subscription to the Bank under subsection (a), there are authorized to be appropriated, without fiscal year limitation, $7,286,587,008 for payment by the Secretary of the Treasury.

“(2) Of the amount authorized to be appropriated under paragraph (1)—

“(A) $437,190,016 shall be for paid in shares of the Bank; and

“(B) $6,849,396,992 shall be for callable shares of the Bank.”

407. Conditions on Federal aid to corporations

(a)
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.
(b)
Permanent requirements on accelerated filers receiving Federal aid related to COVID–19—
(1)
In general— An accelerated filer that receives Federal aid related to COVID–19 shall permanently comply with the following:
(A)
Worker board representation—
(i)
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.
(ii)
Compliance date— An accelerated filer shall comply with the requirements under clause (i) not later than the end of the 2-year period beginning on the date of enactment of this Act.
(iii)
Definitions— In this subparagraph—
(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).
(B)
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):
(i)
The political spending disclosures required under paragraph (2).
(ii)
The human capital management disclosures required under paragraph (3).
(iii)
The environmental, social, and governance disclosures required under paragraph (4).
(iv)
The Federal aid disclosures required under paragraph (5).
(v)
The disclosures of financial performance on a country-by-country basis required under paragraph (6).
(2)
Political spending disclosures—
(A)
In general— With respect to an accelerated filer, the disclosures required under this paragraph are—
(i)
a description of any expenditure for political activities made during the preceding quarter;
(ii)
the date of each expenditure for political activities;
(iii)
the amount of each expenditure for political activities;
(iv)
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;
(v)
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);
(vi)
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;
(vii)
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
(viii)
the total amount of expenditures for political activities intended to be made by the corporation for the forthcoming fiscal year.
(B)
Definitions— In this paragraph:
(i)
Expenditure for political activities— The term expenditure for political activities—
(I)
means—
(aa)
an independent expenditure (as defined in section 301(17) of the Federal Election Campaign Act of 1971 (52 U.S.C. 30101(17)));
(bb)
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
(cc)
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 item (aa) or (bb); and
(II)
does not include—
(aa)
direct lobbying efforts through registered lobbyists employed or hired by the corporation;
(bb)
communications by a corporation to its shareholders and executive or administrative personnel and their families; or
(cc)
the establishment and administration of contributions to a separate segregated fund to be utilized for political purposes by a corporation.
(ii)
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).
(3)
Human capital management disclosures— With respect to an accelerated filer, the disclosures required under this paragraph are the following:
(A)
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.
(B)
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.
(C)
Workforce composition, including data on diversity (including racial and gender composition) and any policies and audits related to diversity.
(D)
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.
(E)
Workforce culture and empowerment, including information about—
(i)
policies and practices of the corporation relating to freedom of association and work-life balance initiatives;
(ii)
any incidents of verified workplace harassment in the previous 5 fiscal years of the corporation;
(iii)
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.
(F)
Workforce health and safety, including information about—
(i)
the frequency, severity, and lost time due to injuries, illness, and fatalities;
(ii)
the total dollar value of assessed fines under the Occupational Safety and Health Act of 1970;
(iii)
the total number of actions brought under section 13 of the Occupational Safety and Health Act of 1970 to prevent imminent dangers; and
(iv)
the total number of actions brought against the corporation under section 11(c) of the Occupational Safety and Health Act of 1970.
(G)
Workforce compensation and incentives, including information about—
(i)
total workforce compensation, including disaggregated information about compensation for full-time, part-time, and contingent workers;
(ii)
policies and practices about how performance, productivity, and sustainability are considered when setting pay and making promotion decisions; and
(iii)
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.
(H)
Workforce recruiting, including information about the quality of hire, new hire engagement rate, and new hire retention rate.
(4)
Environmental, social, and governance disclosures— With respect to an accelerated filer, the disclosures required under this paragraph 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.
(5)
Federal aid disclosures— With respect to an accelerated filer, the disclosure required under this paragraph 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.
(6)
Disclosures of financial performance on a country-by-country basis—
(A)
In general— With respect to an accelerated filer, the disclosures required under this paragraph are the following:
(i)
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.
(ii)
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.
(iii)
Special rules— The information listed in clause (ii) 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.
(B)
Definitions— In this paragraph—
(i)
the term constituent entity means, with respect to an accelerated filer, any separate business entity of the accelerated filer;
(ii)
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.
(c)
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 (employees and contractors, full-time and part-time) 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— The corporation shall pay each employee (full-time and part-time) of the corporation a wage of not less than $15 an hour, beginning not later than January 1, 2021.
(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).
(d)
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 (employee or contractor, full-time and 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.
(e)
Enforcement; rulemaking— The Securities and Exchange Commission and the Secretary of the Treasury shall have the authority to enforce this section and may issue such rules as may be necessary to carry out this section.
(f)
Definitions— In this section:
(1)
Accelerated filer— The Securities and Exchange Commission shall define the term “accelerated filer” for purposes of this section.
(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 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 that begins upon the date of the enactment of this Act and ends upon the termination by the Federal Emergency Management Agency of the emergency declared on March 13, 2020, by the President under the Robert T. Stafford Disaster Relief and Emergency Act (42 U.S.C. 4121 et seq.) relating to the Coronavirus Disease 2019 (COVID-19).
(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.

408. Authority for warrants and debt instruments

(a)
Definitions— In this section:
(1)
Asset— The term “asset” means any financial instrument that the Secretary, after consultation with the Chairman of the Board of Governors of the Federal Reserve System, determines the purchase of which or the guarantee of which is necessary to promote economic stability.
(2)
Company— The term “company” means any entity that is not subject to the prohibitions in subsection (e).
(3)
Secretary— The term “Secretary” means the Secretary of the Treasury.
(b)
Warrant or senior debt instrument— The Secretary may not purchase, or make any commitment to purchase, or guarantee, or make any commitment to guarantee, any asset in response to the coronavirus disease (COVID–19) outbreak, unless the Secretary receives from the company from which such assets are to be purchased or are to be guaranteed—
(1)
in the case of a company, the securities of which are traded on a national securities exchange, a warrant giving the right to the Secretary to receive preferred voting stock; or
(2)
in the case of any company other than one described in paragraph (1), a warrant for preferred voting stock, or a senior debt instrument from such company.
(c)
Terms and conditions— The terms and conditions of any warrant or senior debt instrument required under subsection (b) shall meet the following requirements:
(1)
Purposes— Such terms and conditions shall, at a minimum, be designed—
(A)
to provide for reasonable participation by the Secretary, for the benefit of taxpayers, in equity appreciation in the case of a warrant or other equity security, or a reasonable interest rate premium, in the case of a debt instrument; and
(B)
to provide additional protection for the taxpayer against losses from sale of assets by the Secretary and any associated administrative expenses.
(2)
Terms of preferred voting stock— Any preferred voting stock received from a company should include the following terms:
(A)
Voting rights— The Secretary shall have the right to vote on matters brought before the stockholders generally. The Secretary shall control a percentage of votes equal to the percentage of the total value of the company the government’s share will represent after the investment.
(B)
Bankruptcy immunity— The rights associated with the preferred voting stock shall not be subject to modification, amendment, or any change by the bankruptcy laws of the United States or any other state.
(3)
Authority to sell, exercise, or surrender—
(A)
In general— For the primary benefit of taxpayers, the Secretary may sell, exercise, or surrender a warrant or any senior debt instrument received under this section, based on the conditions established under paragraph (1).
(B)
Proceeds— Of any proceeds received through the sale, exercise, or surrender of any warrant or any senior debt instrument—
(i)
65 percent shall be transferred or credited to the Housing Trust Fund established under section 1338 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992 (12 U.S.C. 4568); and
(ii)
35 percent shall be transferred or credited to the Capital Magnet Fund under section 1339 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992 (12 U.S.C. 4569).
(4)
Conversion— The warrant shall provide that if, after the warrant is received by the Secretary under this section, the company that issued the warrant is no longer listed or traded on a national securities exchange or securities association, as described in subsection (b)(1), the Secretary will have an option to convert the warrants to senior debt to ensure that the Treasury is appropriately compensated for the value of the warrant, in an amount determined by the Secretary for the primary benefit of taxpayers.
(5)
Protections— Any warrant representing securities to be received by the Secretary under this section shall contain anti-dilution provisions of the type employed in capital market transactions, as determined by the Secretary for the primary benefit of taxpayers. Such provisions shall protect the value of the securities from market transactions such as stock splits, stock distributions, dividends, and other distributions, mergers, and other forms of reorganization or recapitalization.
(6)
Exercise price— The exercise price for any warrant issued pursuant to this section shall be set by the Secretary, for the primary benefit of taxpayers.
(7)
Sufficiency— The company shall guarantee to the Secretary that it has authorized shares of stock available to fulfill its obligations under this section. Should the company not have sufficient authorized shares, including preferred shares that may carry dividend rights equal to a multiple number of common shares, the Secretary may, to the extent necessary for the primary benefit of taxpayers, accept a senior debt note in an amount, and on such terms as will compensate the Secretary with equivalent value, in the event that a sufficient shareholder vote to authorize the necessary additional shares cannot be obtained.
(d)
Exceptions— The Secretary may establish an exception to the requirements of this section and appropriate alternative requirements for any participating company that is legally prohibited from issuing securities and debt instruments, so as not to allow circumvention of the requirements of this section.
(e)
Prohibitions of Foreign Companies—
(1)
In general— The Secretary may not purchase, or make any commitment to purchase, or guarantee, or make any commitment to guarantee, any asset in response to the coronavirus disease (COVID–19) outbreak from—
(A)
any foreign incorporated entity that the Secretary has determined is an inverted domestic corporation or any subsidiary of such entity; or
(B)
any joint venture if more than 10 percent of the joint venture (by vote or value) is held by a foreign incorporated entity that the Secretary has determined is an inverted domestic corporation or any subsidiary of such entity.
(2)
Inverted domestic corporation—
(A)
In general— For purposes of this subsection, a foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant to a plan (or a series of related transactions)—
(i)
the entity completes on or after May 8, 2014, the direct or indirect acquisition of—
(I)
substantially all of the properties held directly or indirectly by a domestic corporation; or
(II)
substantially all of the assets of, or substantially all of the properties constituting a trade or business of, a domestic partnership; and
(ii)
after the acquisition, either—
(I)
more than 50 percent of the stock (by vote or value) of the entity is held—
(aa)
in the case of an acquisition with respect to a domestic corporation, by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation; or
(bb)
in the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by reason of holding a capital or profits interest in the domestic partnership; or
(II)
the management and control of the expanded affiliated group which includes the entity occurs, directly or indirectly, primarily within the United States, as determined pursuant to regulations prescribed by the Secretary, and such expanded affiliated group has significant domestic business activities.
(B)
Exception for corporations with substantial business activities in foreign country of organization—
(i)
In general— A foreign incorporated entity described in subparagraph (A) shall not be treated as an inverted domestic corporation if after the acquisition the expanded affiliated group which includes the entity has substantial business activities in the foreign country in which or under the law of which the entity is created or organized when compared to the total business activities of such expanded affiliated group.
(ii)
Substantial business activities— The Secretary shall establish regulations for determining whether an affiliated group has substantial business activities for purposes of clause (i), except that such regulations may not treat any group as having substantial business activities if such group would not be considered to have substantial business activities under the regulations prescribed under section 7874 of the Internal Revenue Code of 1986, as in effect on January 18, 2017.
(C)
Significant domestic business activities—
(i)
In general— For purposes of subparagraph (A)(ii)(II), an expanded affiliated group has significant domestic business activities if at least 25 percent of—
(I)
the employees of the group are based in the United States;
(II)
the employee compensation incurred by the group is incurred with respect to employees based in the United States;
(III)
the assets of the group are located in the United States; or
(IV)
the income of the group is derived in the United States.
(ii)
Determination— Determinations pursuant to clause (i) shall be made in the same manner as such determinations are made for purposes of determining substantial business activities under regulations referred to in subparagraph (B) as in effect on January 18, 2017, but applied by treating all references in such regulations to “foreign country” and “relevant foreign country” as references to “the United States”. The Secretary may issue regulations decreasing the threshold percent in any of the tests under such regulations for determining if business activities constitute significant domestic business activities for purposes of this subparagraph.
(3)
Waiver—
(A)
In general— The Secretary may waive paragraph (1) if the Secretary determines that the waiver is—
(i)
required in the interest of national security; or
(ii)
necessary for the efficient or effective administration of Federal or federally funded—
(I)
programs that provide health benefits to individuals; or
(II)
public health programs.
(B)
Report to Congress— The Secretary shall, not later than 14 days after issuing such waiver, submit a written notification of the waiver to the relevant authorizing committees of Congress and the Committees on Appropriations of the Senate and the House of Representatives.
(4)
Definitions and special rules—
(A)
Definitions— In this subsection, the terms “expanded affiliated group”, “foreign incorporated entity”, “domestic”, and “foreign” have the meaning given those terms in section 835(c) of the Homeland Security Act of 2002 (6 U.S.C. 395(c)).
(B)
Special rules— In applying paragraph (2) of this subsection for purposes of paragraph (1) of this subsection, the rules described under 835(c)(1) of the Homeland Security Act of 2002 (6 U.S.C. 395(c)(1)) shall apply.
(5)
Regulations regarding management and control—
(A)
In general— The Secretary shall, for purposes of this subsection, prescribe regulations for purposes of determining cases in which the management and control of an expanded affiliated group is to be treated as occurring, directly or indirectly, primarily within the United States. The regulations prescribed under the preceding sentence shall apply to periods after May 8, 2014.
(B)
Executive officers and senior management— The regulations prescribed under subparagraph (A) shall provide that the management and control of an expanded affiliated group shall be treated as occurring, directly or indirectly, primarily within the United States if substantially all of the executive officers and senior management of the expanded affiliated group who exercise day-to-day responsibility for making decisions involving strategic, financial, and operational policies of the expanded affiliated group are based or primarily located within the United States. Individuals who in fact exercise such day-to-day responsibilities shall be treated as executive officers and senior management regardless of their title.
(f)
Preemption— Any State or Federal laws that prohibit the transactions authorized by this statute, including State or Federal laws that prohibit company directors from agreeing to the transactions authorized by this statute, are preempted and superseded by this statute.

409. Authorization to participate in the New Arrangements to Borrow of the International Monetary Fund

Section 17 of the Bretton Woods Agreements Act (22 U.S.C. 286e–2) is amended—
(1)
in subsection (a)—
(A)
by redesignating paragraphs (3) through (5) as paragraphs (4) through (6) and inserting after paragraph (2) the following:

“(3) In order to carry out the purposes of a one-time decision of the Executive Directors of the International Monetary Fund (the Fund) to expand the resources of the New Arrangements to Borrow, established pursuant to the decision of January 27, 1997, referred to in paragraph (1) above, the Secretary of the Treasury is authorized to make loans, in an amount not to exceed the dollar equivalent of 28,202,470,000 of Special Drawing Rights, in addition to any amounts previously authorized under this section; except that prior to activation of the New Arrangements to Borrow, the Secretary shall report to Congress on whether supplementary resources are needed to forestall or cope with an impairment of the international monetary system and whether the Fund has fully explored other means of funding to the Fund.”

(B)
in paragraph (6) (as so redesignated by subparagraph (A) of this paragraph), by striking “December 16, 2022” and inserting “December 31, 2025”; and
(2)
in subsection (e)(1), by inserting “(a)(3),” after “(a)(2),”.

410. International Finance Corporation

The International Finance Corporation Act (22 U.S.C. 282 et seq.) is amended by adding at the end the following:

“18. Capital increases and amendment to the Articles of Agreement

“(a) Votes authorized—The United States Governor of the Corporation is authorized to vote in favor of—

“(1) a resolution to increase the authorized capital stock of the Corporation by 16,999,998 shares, to implement the conversion of a portion of the retained earnings of the Corporation into paid-in capital, which will result in the United States being issued an additional 3,771,899 shares of capital stock, without any cash contribution;

“(2) a resolution to increase the authorized capital stock of the Corporation on a general basis by 4,579,995 shares; and

“(3) a resolution to increase the authorized capital stock of the Corporation on a selective basis by 919,998 shares.

“(b) Amendment of the Articles of Agreement—The United States Governor of the Corporation is authorized to agree to and accept an amendment to Article II, Section 2(c)(ii) of the Articles of Agreement of the Corporation that would increase the vote by which the Board of Governors of the Corporation may increase the capital stock of the Corporation from a four-fifths majority to an 85 percent majority.”

411. Oversight and Reports

(a)
Oversight—
(1)
SIGTARP— As provided for under section 405, the Special Inspector General for the Troubled Asset Relief Program (SIGTARP) shall have oversight of the Secretary’s administration of the loans and loan guarantees provided under section 410, the use of the funds by eligible businesses, and compliance with the requirements of section 407.
(2)
Oversight Panel— As provided for under section 405, the Congressional COVID–19 Aid Oversight Panel shall have oversight of the Secretary’s administration of the loans and loan guarantees provided under section 410, the use of the funds by eligible businesses, and compliance with the requirements of section 407.
(b)
Secretary— The Secretary shall, with respect to the loans and loan guarantees provided under section 410, make such reports as are required under section 5302 of title 31, United States Code.
(c)
Government Accountability Office—
(1)
Study— The Comptroller General of the United States shall conduct a study on the loans and loan guarantees provided under section 410.
(2)
Report— Not later than 9 months after the date of enactment of this Act, and annually thereafter through the year succeeding the last year for which loans or loan guarantees provided under section 410 are in effect, the Comptroller General shall submit to the Committee on Financial Services, the Committee on Appropriations, and the Committee on the Budget of the House of Representatives and the Committee on Banking, Housing, and Urban Affairs, the Committee on Appropriations, and the Committee on the Budget of the Senate a report on the loans and loan guarantees provided under section 410.
(d)
Diversity Report— The Congressional COVID–19 Aid Oversight Panel, in conjunction with the SIGTARP, shall collect diversity data from any corporation that receives Federal aid related to COVID–19, and issue a report that will be made publicly available no later than one year after the disbursement of funds. In addition to any other data, the report shall include the following:
(1)
Employee demographics— The gender, race, and ethnic identity (and to the extent possible, results disaggregated by ethnic group) of the corporation’s employees, as otherwise known or provided voluntarily for the total number of employees (full- and part-time) and the career level of employees (executive and manager versus employees in other roles).
(2)
Supplier diversity— The number and dollar value invested with minority- and women-owned suppliers (and to the extent possible, results disaggregated by ethnic group), including professional services (legal and consulting) and asset managers, and deposits and other accounts with minority depository institutions, as compared to all vendor investments.
(3)
Pay equity— A comparison of pay amongst racial and ethnic minorities (and to the extent possible, results disaggregated by ethnic group) as compared to their White counterparts and comparison of pay between men and women for similar roles and assignments.
(4)
Corporate board diversity— Corporate board demographic data, including total number of board members, gender, race and ethnic identity of board members (and to the extent possible, results disaggregated by ethnic group), as otherwise known or provided voluntarily, board position titles, as well as any leadership and subcommittee assignments.
(5)
Diversity and Inclusion Offices— The reporting structure of lead diversity officials, number of staff and budget dedicated to diversity and inclusion initiatives.
(e)
Diversity and inclusion initiatives— Any corporation that receives Federal aid related to COVID–19 must maintain officials and budget dedicated to diversity and inclusion initiatives for no less than 5 years after disbursement of funds.

412. Technical corrections

(a)
Environment cooperation commissions; North American Development Bank— Section 601 of the United States-Mexico-Canada Agreement Implementation Act (Public Law 116–113; 134 Stat. 78) is amended by inserting “, other than sections 532 and 533 of such Act and part 2 of subtitle D of title V of such Act (as amended by section 831 of this Act),” before “is repealed”.
(b)
Protective orders— Section 422 of the United States-Mexico-Canada Agreement Implementation Act (134 Stat. 64) is amended in subsection (a)(2)(A) by striking “all that follows through “, the administering authority”” and inserting “all that follows through “Agreement, the administering authority””.
(c)
Dispute settlement— Subsection (j) of section 504 of the United States-Mexico-Canada Agreement Implementation Act (134 Stat. 76) is amended in the item proposed to be inserted into the table of contents of such Act relating to section 414 by striking “determination” and inserting “determinations”.
(d)
Effective date— Each amendment made by this section shall take effect as if included in the enactment of the United States-Mexico-Canada Agreement Implementation Act.
(e)
North American Development Bank: limitation on callable capital subscriptions— The Secretary of the Treasury may subscribe without fiscal year limitation to the callable capital portion of the United States share of capital stock of the North American Development Bank in an amount not to exceed $1,020,000,000. The authority in the preceding sentence shall be in addition to any other authority provided by previous Acts.

413. Definitions

In this title:
(1)
Covered loss— The term “covered loss” includes losses, direct or incremental, incurred as a result of COVID–19, as determined by the Secretary.
(2)
Eligible business— The term “eligible business” means a United States business that has incurred covered losses such that the continued operations of the business are jeopardized, as determined by the Secretary, and that has not otherwise applied for or received economic relief in the form of loans or loan guarantees provided under any other provision of this Act.
(3)
Secretary— The term “Secretary” means the Secretary of the Treasury, or the designee of the Secretary of the Treasury.

414. Rule of construction

Nothing in this title shall be construed to allow the Secretary to provide relief to eligible businesses except in the form of secured loans and loan guarantees as provided in this title and under terms and conditions that are in the interest of the Federal Government.