II
115th CONGRESS
2d Session
S. 2605
IN THE SENATE OF THE UNITED STATES
March 22, 2018
Ms. Baldwin (for herself, Ms. Warren, and Mr. Schatz) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs
A BILL
To prohibit public companies from repurchasing their shares on the open market, and for other purposes.
Short title
This Act may be cited as the Reward Work Act
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Prohibition on stock buybacks on the open market
Definitions
In this section—
the terms equity security, exchange, and issuer have the meanings given the terms in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c); and
the term national securities exchange means an exchange registered under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f).
Prohibitions
Notwithstanding any other provision of law, no issuer may purchase an equity security of the issuer on a national securities exchange.
No force or effect
Section 240.10b–18 of title 17, Code of Federal Regulations, shall have no force or effect.
Rule of construction
Nothing in this section may be construed to affect tender offers subject to section 240.13e–4 and sections 240.14e–1 through 240.14f–1 of title 17, Code of Federal Regulations.
Worker representation on corporate board of directors
Definitions
In this section—
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
the term employee has the meaning given the term in section 2 of the National Labor Relations Act (29 U.S.C. 152).
Registration requirements for securities
Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)(1)) is amended by adding at the end the following:
No issuer may register securities on a national exchange unless at least 1/3 of the issuer’s directors are chosen by the issuing company’s employees in a one-employee-one-vote election process.
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Policy
The Securities and Exchange Commission, in consultation with the National Labor Relations Board, shall promulgate regulations—
to ensure that director elections at issuing firms are fair and democratic; and
to ensure that 1/3 of an issuer’s board of directors will be composed of employee representatives within 2 years of the date of enactment of this Act.
Regulations
The Securities and Exchange Commission shall promulgate regulations to direct national securities exchanges and issuers, as defined in section 2(a), to comply with this Act and the amendments made by this Act.