US Codex
Bill
Notes

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.

H.R. 6360 · 116th Congress · Mar 23, 2020 · Lineage

A BILL

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.