S.Amdt. 2124

SA 2124. Ms. BALDWIN (for herself, Mr. Schumer, Mr. Van Hollen, Mr.
Schatz, and Mr. Wyden) submitted an amendment intended to be proposed
by her to the bill S. 2155, to promote economic growth, provide
tailored regulatory relief, and enhance consumer protections, and for
other purposes; which was ordered to lie on the table; as follows:

At the appropriate place, insert the following:

SEC. ___. STOCK BUYBACKS.

(a) Findings.--The Senate finds that--
(1) public corporations have spent significant corporate
profits on stock buybacks;
(2) following the passage of the Act entitled ``An Act to
provide for reconciliation pursuant to titles II and V of the
concurrent resolution on the budget for fiscal year 2018'',
approved December 22, 2017 (Public Law 115-466), corporations
diverted the vast majority of expected tax savings on stock
buybacks;
(3) more generally, corporate spending on buybacks has been
at the expense of research and development spending and
increases in worker pay;
(4) stock buybacks disproportionately benefit senior
executives of corporations and shareholders, furthering
income inequality and stagnant wages for the middle class;
and
(5) corporations should evaluate how corporate profits are
allocated and invest in employees, training, and business
productivity improvements.
(b) Sense of the Senate.--It is the sense of the Senate
that--
(1) stock buybacks have not been properly regulated or
reviewed by the securities regulators;
(2) corporations' stock buybacks should receive thorough
review and details of stock buyback plans should be disclosed
to the public; and
(3) increases in corporate investment and higher worker pay
should benefit the economy and shareholders and workers will
both benefit.
(c) Removal of Safe Harbor.--Section 240.10b-18 of title
17, Code of Federal Regulations, shall have no force or
effect.
(d) Disclosure.--
(1) In general.--The Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.) is amended by inserting after section 9
(15 U.S.C. 78i) the following:

``SEC. 9A. ISSUER EQUITY SECURITIES REPURCHASES.

``(a) In General.--Any issuer that seeks to implement a
repurchase plan for an equity security shall submit to the
Commission a disclosure filing at least 15 days before
executing the plan that provides detailed information
addressing each of the following:
``(1) The number of equity securities to be repurchased,
time period for repurchase, and current number of outstanding
equity securities.
``(2) Worker wages, compared to prior years and compared to
the size of the proposed repurchase.
``(3) Whether and to what extent the issuer has engaged in
layoffs, or has materially reduced the size of its workforce
(other than through the sale of business lines or assets) in
the past 3 years.
``(4) A description of the issuer's pension plans, if any,
including whether the issuer has any unfunded pension
liability, other employee compensation plans, and the amount
the issuer contributes, including to 401(k)s and matching
programs.
``(5) How the repurchase plan serves the long-term
interests of all the issuer's stakeholders, including the
issuer's employees, customers, and shareholders.
``(6) Whether the issuer has considered alternative
investments, including research and development, worker
training or retaining programs, investment in the issuer's
facilities, expansion of the workforce, and the amount of
investment in each of these areas in the past year.
``(7) A description of--
``(A) how the repurchase plan will be executed, including
steps that the issuer, or any agent or broker the issuer,
uses or will take to prevent manipulation of--
``(i) the issuer's equity securities; and
``(ii) any contract or trading arrangement that has been or
will be entered into; and
``(B) the counterparty to the contract or trading
arrangement described in subparagraph (A)(ii).
``(8) A description of any expected tax or accounting
benefit from the repurchase and the amount of the benefit and
the time period for it to be recognized.
``(9) Why the repurchase plan is in the financial best
interest of the issuer, beyond the interests of executives or
shareholders, including whether the stock repurchase plan
will be funded in whole, or in part, by debt.
``(10) The impact that the repurchase plan will have on the
compensation, or elements used to determine the compensation,
of executives, including any compensation required to be
disclosed by the issuer under section 229.402 of title 17,
Code of Federal Regulations (or any successor thereto).
``(11) A certification by the issuer's chief executive
officer and board of directors regarding the accuracy of the
information contained in the repurchase plan disclosure and
an affirmation that the repurchase plan is in the long-term
financial best interest of the issuer.
``(b) Review.--The Commission shall complete a review of
the disclosure not later than 15 days after the date on which
the disclosure is submitted and, after reviewing the
information required to be disclosed by the issuer under this
section and other existing disclosure requirements, the
Commission shall determine whether to approve the repurchase
plan.
``(c) Consideration.--In considering whether to allow the
repurchase plan, the Commission shall take into
consideration--
``(1) the information pertaining to each of the items
described in subsection (a); and
``(2) the potential for manipulation of the equity security
based on the disclosed repurchase plan.
``(d) Details.--After the date on which a plan is approved
under this section, the issuer shall submit to the
Commission, not later than 10 days after the end of each
calendar month in which equity security repurchases are
effected, the full details of the repurchases in that month,
including the date, quantity, and price paid for equity
securities under the plan.''.
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