S.Amdt. 3743

SA 3743. Mr. CORKER (for himself and Mr. Bennett) submitted an
amendment intended to be proposed to amendment SA 3739 proposed by Mr.
Reid (for Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217,
to promote the financial stability of the United States by improving
accountability and transparency in the financial system, to end ``too
big to fail'', to protect the American taxpayer by ending bailouts, to
protect consumers from abusive financial services practices, and for
other purposes; which was ordered to lie on the table; as follows:

At the appropriate place, insert the following:

SEC. __. TARP RECIPIENT OWNERSHIP TRUST.

(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

[[Page S2977]]

authority to a private entity, as the Secretary determines
appropriate, with respect to any entity assisted under this
Act''.
(b) Creation of Management Authority for Designated TARP
Recipients.--
(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, on or after the date of enactment of
this Act, until the Secretary 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.
(2) Appointment of trustees.--
(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.
(B) Criteria.--Trustees appointed under this subsection--
(i) may not be elected or appointed Government officials;
(ii) shall serve at the pleasure of the President, and may
be removed for just cause in violation of their fiduciary
responsibilities only; and
(iii) shall each be paid at a rate equal to the rate
payable for positions at level III of the Executive Schedule
under section 5311 of title 5, United States Code.
(3) 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 TARP
recipient--
(A) exercise the voting rights of the shares of the
taxpayer on all core governance issues;
(B) select the representation on the boards of directors of
any designated TARP recipient; and
(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.
(4) Liquidation.--
(A) In general.--The trustees shall liquidate the trust
established under this section, including the assets held by
such trust, not later than December 24, 2011, unless--
(i) the trustees submit a report to the Congress that
liquidation would not maximize the profitability of the
company and the return on investment to the taxpayer; and
(ii) within 15 calendar days after the date on which the
Congress receives such report, there is enacted into law a
joint resolution disapproving the liquidation plan of the
Secretary, as described in paragraph (2).
(B) Contents of joint resolution.--For purposes of this
subsection, the term ``joint resolution'' means only a joint
resolution--
(i) that is introduced not later than 3 calendar days after
the date on which the report referred to in paragraph (1)(A)
is received by the Congress;
(ii) which does not have a preamble;
(iii) the title of which is as follows: ``Joint resolution
relating to the disapproval of the liquidation of the TARP
management trust''; and
(iv) the matter after the resolving clause of which is as
follows: ``That Congress disapproves the liquidation of the
TARP management trust established under the TARP Recipient
Ownership Trust Act of 2009.''.
(C) Fast track consideration in house of representatives.--
(i) Reconvening.--Upon receipt of a report under paragraph
(1)(A), the Speaker, if the House would otherwise be
adjourned, shall notify the Members of the House that,
pursuant to this subsection, the House shall convene not
later than the second calendar day after receipt of such
report.
(ii) Reporting and discharge.--Any committee of the House
of Representatives to which a joint resolution is referred
shall report it to the House not later than 5 calendar days
after the date of receipt of the report described in
paragraph (1)(A). If a committee fails to report the joint
resolution within that period, the committee shall be
discharged from further consideration of the joint resolution
and the joint resolution shall be referred to the appropriate
calendar.
(iii) Proceeding to consideration.--After each committee
authorized to consider a joint resolution reports it to the
House or has been discharged from its consideration, it shall
be in order, not later than the sixth day after Congress
receives the report described in paragraph (1)(A), to move to
proceed to consider the joint resolution in the House. All
points of order against the motion are waived. Such a motion
shall not be in order after the House has disposed of a
motion to proceed on the joint resolution. The previous
question shall be considered as ordered on the motion to its
adoption without intervening motion. The motion shall not be
debatable. A motion to reconsider the vote by which the
motion is disposed of shall not be in order.
(iv) Consideration.--The joint resolution shall be
considered as read. All points of order against the joint
resolution and against its consideration are waived. The
previous question shall be considered as ordered on the joint
resolution to its passage without intervening motion except
two hours of debate equally divided and controlled by the
proponent and an opponent. A motion to reconsider the vote on
passage of the joint resolution shall not be in order.
(D) Fast track consideration in senate.--
(i) Reconvening.--Upon receipt of a report under paragraph
(1)(A), if the Senate has adjourned or recessed for more than
2 days, the majority leader of the Senate, after consultation
with the minority leader of the Senate, shall notify the
Members of the Senate that, pursuant to this subsection, the
Senate shall convene not later than the second calendar day
after receipt of such message.
(ii) Placement on calendar.--Upon introduction in the
Senate, the joint resolution shall be placed immediately on
the calendar.
(iii) Floor consideration.--

(I) In general.--Notwithstanding rule XXII of the Standing
Rules of the Senate, it is in order at any time during the
period beginning on the 4th day after the date on which
Congress receives a report of the plan of the Secretary
described in paragraph (1)(A) and ending on the 6th day after
the date on which Congress receives a report of the plan of
the Secretary described in paragraph (1)(A) (even though a
previous motion to the same effect has been disagreed to) to
move to proceed to the consideration of the joint resolution,
and all points of order against the joint resolution (and
against consideration of the joint resolution) are waived.
The motion to proceed is not debatable. The motion is not
subject to a motion to postpone. A motion to reconsider the
vote by which the motion is agreed to or disagreed to shall
not be in order. If a motion to proceed to the consideration
of the resolution is agreed to, the joint resolution shall
remain the unfinished business until disposed of.
(II) Debate.--Debate on the joint resolution, and on all
debatable motions and appeals in connection therewith, shall
be limited to not more than 10 hours, which shall be divided
equally between the majority and minority leaders or their
designees. A motion further to limit debate is in order and
not debatable. An amendment to, or a motion to postpone, or a
motion to proceed to the consideration of other business, or
a motion to recommit the joint resolution is not in order.
(III) Vote on passage.--The vote on passage shall occur
immediately following the conclusion of the debate on a joint
resolution, and a single quorum call at the conclusion of the
debate if requested in accordance with the rules of the
Senate.
(IV) Rulings of the chair on procedure.--Appeals from the
decisions of the Chair relating to the application of the
rules of the Senate, as the case may be, to the procedure
relating to a joint resolution shall be decided without
debate.

(E) Rules relating to senate and house of
representatives.--
(i) Coordination with action by other house.--If, before
the passage by one House of a joint resolution of that House,
that House receives from the other House a joint resolution,
then the following procedures shall apply:

(I) The joint resolution of the other House shall not be
referred to a committee.
(II) With respect to a joint resolution of the House
receiving the resolution--

(aa) the procedure in that House shall be the same as if no
joint resolution had been received from the other House; but
(bb) the vote on passage shall be on the joint resolution
of the other House.
(ii) Treatment of joint resolution of other house.--If one
House fails to introduce or consider a joint resolution under
this subsection, the joint resolution of the other House
shall be entitled to expedited floor procedures under this
subsection.
(iii) Treatment of companion measures.--If, following
passage of the joint resolution in the Senate, the Senate
then receives the companion measure from the House of
Representatives, the companion measure shall not be
debatable.
(iv) Consideration after passage.--

(I) In general.--If Congress passes a joint resolution, the
period beginning on the date the President is presented with
the joint resolution and ending on the date the President
takes action with respect to the joint resolution shall be
disregarded in computing the 15-calendar day period described
in paragraph (1)(A).
(II) Vetoes.--If the President vetoes the joint
resolution--

(aa) the period beginning on the date the President vetoes
the joint resolution and ending on the date the Congress
receives the veto message with respect to the joint
resolution shall be disregarded in computing the 15-calendar
day period described in paragraph (1)(A); and
(bb) debate on a veto message in the Senate under this
subsection shall be 1 hour equally divided between the
majority and minority leaders or their designees.
(v) Rules of house of representatives and senate.--This
paragraph, and paragraphs (2), (3), and (4) are enacted by
Congress--

(I) as an exercise of the rulemaking power of the Senate
and House of Representatives, respectively, and as such it is
deemed a part of the rules of each House, respectively, but
applicable only with respect to the procedure to be followed
in that House in the case of a joint resolution, and it
supersedes other rules only to the extent that it is
inconsistent with such rules; and

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(II) with full recognition of the constitutional right of
either House to change the rules (so far as relating to the
procedure of that House) at any time, in the same manner, and
to the same extent as in the case of any other rule of that
House.

(c) Definitions.--As used in this section--
(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 10 percent ownership stake in the company as a
result of such assistance;
(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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