To authorize the Secretary of the Treasury to delegate management authority over troubled assets purchased under the Troubled Asset Relief Program, to require the establishment of a trust to manage assets of certain designated TARP recipients, and for other purposes.

SA 1865. Mr. CORKER submitted an amendment intended to be proposed to
amendment SA 1813 submitted by Mr. Dorgan to the bill H.R. 3183, making
appropriations for energy and water development and related agencies
for the fiscal year ending September 30, 2010, and for other purposes;
as follows:

At the appropriate place, insert the following:

SEC. . AUTHORITY OF THE SECRETARY OF THE TREASURY TO DELEGATE
TARP ASSET MANAGEMENT; CREATION OF MANAGEMENT
AUTHORITY FOR AUTOMOBILE MANUFACTURERS ASSISTED
UNDER TARP.

(a) Authority to Designate Management.--Section 106(b) of
the Emergency Economic Stabilization Act of 2008 (12 U.S.C.
5216(b)) is amended by inserting before the period at the end
the following: ``, and the Secretary may delegate such
management authority to a private entity, as the Secretary
determines appropriate, with respect to any entity assisted
under this Act''.
(b) Federal Assistance Limited.--Notwith- standing any
provision of the Emergency Economic Stabilization Act of
2008, or any other provision of law, no funds may be expended
under the Emergency Economic Stabilization Act of 2008
(Public Law 110-343) or to carry out the Advanced Technology
Vehicles Manufacturing Incentive Program established under
section 136 of the Energy Independence and Security Act of
2007 (42 U.S.C. 17013) on or after the date of enactment of
this Act, until the Secretary of the Treasury transfers all
voting, nonvoting, and common equity in any designated
automobile manufacturer to a limited liability company
established by the Secretary for such purpose, to be held and
managed in trust on behalf of the United States tax- payers.
(c) Appointment of Trustees.--
(1) In General.--The President shall appoint 3 independent
trustees to manage the equity held in the trust, separate and
apart from the United States Government.
(2) Criteria.--Trustees appointed under this subsection
(A) may not be elected or appointed Government officials;
(B) shall serve at the pleasure of the President, and may
be removed for just cause in violation of their fiduciary
responsibilities only; and (C) shall serve without
compensation for their services under his section.
(d) Duties of Trust.--Pursuant to protecting the interests
and investment of the United States taxpayer, the trust
established under this section shall, with the purpose of
maximizing the profitability of the designated automobile
manufacturers
(1) exercise the voting rights of the shares of the
taxpayer on all core governance issues;
(2) select the representation on the boards of directors of
any designated automobile manufacturer; and
(3) have a fiduciary duty to the American taxpayer for the
maximization of the return on the investment of the taxpayer
made under the Emergency Economic Stabilization Act of 2008,
in the same manner and to the same extent that any director
of an issuer of securities has with respect to its
shareholders under the securities laws and all applications
of State law.
(e) LIQUIDATION.--The trustees shall liquidate the trust
established under this section, including the assets held by
such trust, not later than December 24, 2011.
(f) DEFINITIONS.--As used in this section--
(1) the term ``designated automobile manufacturer'' means
an entity organized under the laws of a State, the primary
business of which is the manufacture of automobiles, and any
affiliate thereof, if such automobile manufacturer--
(A) has received funds under the Emergency Economic
Stabilization Act of 2008 (Public Law 110-343), or funds were
obligated under that Act, before the date of enactment of
this Act; and
(B) has filed for bankruptcy protection under chapter 11 of
title 11, United States Code, during the 90-day period
preceding the date of enactment of this Act;
(2) the term ``Secretary'' means the Secretary of the
Treasury or the designee of the Secretary; and (3) the terms
``director'', ``issuer'', ``securities'', and ``securities
laws'' have the same meanings as in section 3 of the
Securities Exchange Act of 1934 (15 U.S.C. 78c).
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