S.Amdt. 2299

1. Adds SEC. __. TARP RECIPIENT OWNERSHIP TRUST. wherever appropriate

   Adds a section

   Inserted: SEC. __. TARP RECIPIENT OWNERSHIP TRUST..

   Inserted: (a) Authority of the Secretary of the Treasury to Delegate TARP Asset 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".

   Inserted: (b) Creation of Management Authority for Designated TARP Recipients.--

   Inserted: (1) Federal assistance limited.--Notwithstanding any provision of the Emergency Economic Stabilization Act of 2008, or any other provision of law, no funds may be expended under the Troubled Asset Relief Program, or any other provision of that Act, 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 TARP recipient 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 taxpayers.

   Inserted: (2) Appointment of trustees.--

   Inserted: (A) 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.

   Inserted: (B) Criteria.--Trustees appointed under this paragraph--

   Inserted: (i) may not be elected or appointed Government officials;

   Inserted: (ii) shall serve at the pleasure of the President, and may be removed for just cause in violation of their fiduciary responsibilities only; and

   Inserted: (iii) shall serve without compensation for their services.

   Inserted: (3) Duties of trust.--Pursuant to protecting the interests and investment of the United States taxpayer, the trust established under this subsection shall, with the purpose of maximizing the profitability of the designated TARP recipient--

   Inserted: (A) exercise the voting rights of the shares of the taxpayer on all core governance issues;

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   Inserted: (B) select the representation on the boards of directors of any designated TARP recipient; and

   Inserted: (C) 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.

   Inserted: (c) Liquidation.--The trustees shall liquidate the trust established under this section, including the assets held by such trust, not later than December 24, 2011, unless the trustees submit a report to Congress that liquidation would not maximize the profitability of the company and the return on investment to the taxpayer.

   Inserted: (d) Civil Actions Authorized.--

   Inserted: (1) In general.--Any person who is aggrieved by a violation of the fiduciary duty established by subsection (b)(3) may bring a civil action in any appropriate United States district court.

   Inserted: (2) Limited indemnification.--In any case brought under paragraph (1), the court may provide for limited indemnification with respect to a trustee, for actions taken in good faith, with the sole objective of meeting the fiduciary duty to maximize value for the American taxpayer.

   Inserted: (e) Definitions.--As used in this section--

   Inserted: (1) the term "designated TARP recipient" means any entity that has received, or will receive, financial assistance under the Troubled Asset Relief Program or any other provision of the Emergency Economic Stabilization Act of 2008 (Public Law 110-343), such that the Federal Government holds or controls, or will hold or control at a future date, not less than a 17 percent ownership stake in the company as a result of such assistance;

   Inserted: (2) the term "Secretary" means the Secretary of the Treasury or the designee of the Secretary; and

   Inserted: (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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   Original wording

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As printed