,,ii #aaeth ,,congress #ast ,session ,s4 #aghh ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,september #aa1 #bjag ,ms4 ,baldwin 7for herself and ,mrs4 ,gillibrand7 introduced the following bill2 which was read twice and referred to the ,committee on ,finance ,a ,,bill ,to encourage companies to expand employee ownership1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,worker ,owned ,wealth ,act4 #b4 ,definition ,in this ,act1 the term ,,esop means an employee stock ownership plan1 as defined in section #dige7;e77#g7 of the ,internal ,revenue ,code of #aihf4 #c4 ,employee ,ownership ,revolving ,loan funds 7a7 ,in general ,the ,secretary of the ,treasury shall establish in each field office in the ,department of the ,treasury an ,employee ,ownership ,revolving ,loan ,fund that makes-- 7#a7 low-interest loans to business owners seeking to establish employee ownership in the business2 and 7#b7 loan guarantees to private lenders who make loans to ,e,s,o,ps4 7b7 ,staff 7#a7 ,in general ,the ,secretary of the ,treasury may1 without regard to the civil service laws 7including regulations71 appoint and terminate such personnel as may be necessary to enable the ,secretary to carry out this section4 7#b7 ,compensation ,the ,secretary of the ,treasury may fix the compensation of personnel without regard to chapter #ea and subchapter ,,iii of chapter #ec of title #e1 ,united ,states ,code1 relating to classification of positions and ,general ,schedule pay rates1 except that the rate of pay for personnel may not exceed the rate payable for level ,v of the ,executive ,schedule under section #ecaf of that title4 7c7 ,authorization of appropriations ,there is authorized to be appropriated #a1jjj1jjj1jjj to carry out this section4 #d4 ,exclusion of interest on loans used to acquire employer securities for employee stock ownership plans 7a7 ,in general ,part ,,iii of subchapter ,b of chapter #a of the ,internal ,revenue ,code of #aihf is amended by inserting after section #acb the following new section3 #acc4 ,interest on certain loans used to acquire employer securities 7a7 ,allowance of exclusion 7#a7 ,in general ,except as provided in paragraph 7#b71 gross income does not include the applicable percentage of the interest received by-- 7,a7 a bank 7within the meaning of section #eha71 7,b7 an insurance company to which subchapter ,l applies1 7,c7 a corporation actively engaged in the business of lending money1 or 7,d7 a regulated investment company 7as defined in section #hea71 with respect to a securities acquisition loan4 7#b7 ,annual limitation ,the aggregate amount of interest which may be excluded by a taxpayer under paragraph 7#a7 for any taxable year shall not exceed #bj1jjj1jjj4 7#c7 ,applicable percentage ,for purposes of this section-- 7,a7 ,in general ,except as provided in subparagraph 7,b71 the applicable percentage of a taxpayer with respect to any securities acquisition loan is #ej percent4 7,b7 ,lower percentages for larger financial institutions ,if1 for any taxable year in which a taxpayer enters into a securities acquisition loan-- 7i7 the average adjusted bases of all assets of the taxpayer are equal to or greater than #b1jjj1jjj1jjj but less than or equal to #aj1jjj1jjj1jjj1 the taxpayer's applicable percentage with respect to interest received by the taxpayer on such loan 7including any refinancing of such loan treated as a securities acquisition loan7 for such taxable year and any succeeding taxable year shall be #be percent1 and 7ii7 the average adjusted bases of all assets of the taxpayer are greater than #aj1jjj1jjj1jjj1 the taxpayer's applicable percentage with respect to interest received by the taxpayer on such loan 7including any refinancing of such loan treated as a securities acquisition loan7 for such taxable year and any succeeding taxable year shall be #aj percent4 7#d7 ,controlled group of corporations ,all members of a controlled group of corporations 7as defined in section #dji7l77#d77 shall be treated as #a taxpayer for purposes of applying paragraphs 7#b7 and 7#c74 7b7 ,securities acquisition loan 7#a7 ,in general ,for purposes of this section1 the term securities acquisition loan means-- 7,a7 any loan to a corporation or to an employee stock ownership plan to the extent that the proceeds are used to acquire employer securities for the plan1 or 7,b7 any loan to a corporation to the extent that1 within #cj days1 employer securities are transferred to the plan in an amount equal to the proceeds of such loan and such securities are allocable to accounts of plan participants within #a year of the date of such loan4 ,for purposes of this paragraph1 the term employer securities has the meaning given such term by section #dji7l74 ,the term securities acquisition loan shall not include a loan with a term greater than #ae years1 except that in the case of a securities acquisition loan which is a refinancing loan described in paragraph 7#e71 such term may not extend beyond the last day of the original securities acquisition loan which such loan is refinancing4 7#b7 ,loans between related persons ,the term securities acquisition loan shall not include-- 7,a7 any loan made between corporations which are members of the same controlled group of corporations1 or 7,b7 any loan made between an employee stock ownership plan and any person that is-- 7i7 the employer of any employees who are covered by the plan1 or 7ii7 a member of a controlled group of corporations which includes such employer4 ,for purposes of this paragraph1 subparagraphs 7,a7 and 7,b7 shall not apply to any loan which1 but for such subparagraphs1 would be a securities acquisition loan if such loan was not originated by the employer of any employees who are covered by the plan or by any member of the controlled group of corporations which includes such employer1 except that this section shall not apply to any interest received on such loan during such time as such loan is held by such employer 7or any member of such controlled group74 7#c7 ,terms applicable to certain securities acquisition loans ,a loan to a corporation shall not fail to be treated as a securities acquisition loan merely because the proceeds of such loan are lent to an employee stock ownership plan sponsored by such corporation 7or by any member of the controlled group of corporations which includes such corporation7 if such loan includes-- 7,a7 repayment terms which are substantially similar to the terms of the loan of such corporation from a lender described in subsection 7a71 or 7,b7 repayment terms providing for more rapid repayment of principal or interest on such loan1 but only if allocations under the plan attributable to such repayment do not discriminate in favor of highly compensated employees 7within the meaning of section #dad7q774 7#d7 ,controlled group of corporations ,for purposes of this subsection1 the term controlled group of corporations has the meaning given such term by section #dji7l77#d74 7#e7 ,treatment of refinancings ,the term securities acquisition loan shall include any loan which-- 7,a7 is 7or is part of a series of loans7 used to refinance a loan described in subparagraph 7,a7 or 7,b7 of paragraph 7#a71 and 7,b7 meets the requirements of paragraphs 7#b7 and 7#c74 7#f7 ,plan requirements 7,a7 ,in general ,a loan shall not be treated as a securities acquisition loan for purposes of this section unless1 immediately after the acquisition or transfer referred to in subparagraph 7,a7 or 7,b7 of paragraph 7#a71 respectively1 the employee stock ownership plan meets the requirements of subparagraphs 7,b7 and 7,c74 7,b7 ,plan must hold more than #e percent of stock after acquisition or transfer ,an employee stock ownership plan meets the requirements of this subparagraph if the plan owns more than #e percent of-- 7i7 each class of outstanding stock of the corporation issuing the employer securities1 or 7ii7 the total value of all outstanding stock of the corporation4 7,c7 ,plan must cover at least #ej percent of nonhighly compensated employees 7i7 ,in general ,an employee stock ownership plan meets the requirements of this subparagraph if at least #ej percent of the employees of each employer maintaining the plan who are not highly compensated employees 7as defined in section #dad7q77 are participants in the plan4 7ii7 ,certain employees may be excluded ,for purposes of clause 7i71 an employer may elect to exclude under the plan employees-- 7,i7 who have not attained the age of #ba before the close of a plan year1 7,,ii7 who have less than #a year of service with the employer as of any day during the plan year1 7,,iii7 who are covered under an agreement which the ,secretary of ,labor finds to be a collective bargaining agreement if there is evidence that the benefits covered under the employee stock ownership plan were the subject of good faith bargaining between employee representatives and the employer1 or 7,,iv7 who are described in section #daj7;b77#c77;,c7 7relating to nonresident aliens working outside the ,united ,states74 7,d7 ,failure to meet requirements 7i7 ,in general ,subsection 7a7 shall not apply to any interest received with respect to a securities acquisition loan which is allocable to any period during which the employee stock ownership plan does not meet the requirements of subparagraphs 7,b7 and 7,c74 7ii7 ,exception ,to the extent provided by the ,secretary1 clause 7i7 shall not apply to any period if1 within #ij days of the first date on which the failure occurred 7or such longer period not in excess of #ahj days as the ,secretary may prescribe71 the plan takes such actions as are required to meet the requirements of subparagraphs 7,b7 and 7,c74 7,e7 ,stock ,for purposes of subparagraph 7,b7-- 7i7 ,in general ,the term stock means stock other than stock described in section #aejd7;a77#d74 7ii7 ,treatment of certain rights ,the ,secretary may provide that warrants1 options1 contracts to acquire stock1 convertible debt interests and other similar interests be treated as stock for #a or more purposes under subparagraph 7,b74 7,f7 ,aggregation rule ,for purposes of determining whether the requirements of subparagraph 7,b7 are met1 an employee stock ownership plan shall be treated as owning stock in the corporation issuing the employer securities which is held by any other employee stock ownership plan which is maintained-- 7i7 the employer maintaining the plan1 or 7ii7 any member of a controlled group of corporations 7within the meaning of section #dji7l77#d77 of which the employer described in clause 7i7 is a member4 7#g7 ,voting rights of employer securities ,a loan shall not be treated as a securities acquisition loan for purposes of this section unless-- 7,a7 the employee stock ownership plan meets the requirements of section #dji7;e77#b7 with respect to all employer securities acquired by1 or transferred to1 the plan in connection with such loan 7without regard to whether or not the employer has a registration-type class of securities71 and 7,b7 no stock described in section #dji7l77#c7 is acquired by1 or transferred to1 the plan in connection with such loan unless-- 7i7 such stock has voting rights equivalent to the stock to which it may be converted1 and 7ii7 the requirements of subparagraph 7,a7 are met with respect to such voting rights4 7c7 ,employee stock ownership plan 7#a7 ,in general ,for purposes of this section1 the term employee stock ownership plan has the meaning given to such term by section #dige7;e77#g74 7#b7 ,eligible worker-owned cooperatives included ,for purposes of this section and sections #digh;,b1 #fjdb1 and #ghgb1 such term shall also include an eligible worker-owned cooperative 7as defined in section #ajdb7;c774 7d7 ,application with section #dhc and original issue discount rules ,in applying section #dhc and subpart ,a of part ,v of subchapter ,p to any obligation to which this section applies1 appropriate adjustments shall be made to the applicable ,federal rate to take into account the exclusion under subsection 7a74 7e7 ,period to which interest exclusion applies 7#a7 ,in general ,in the case of-- 7,a7 an original securities acquisition loan1 and 7,b7 any securities acquisition loan 7or series of such loans7 used to refinance the original securities acquisition loan1 subsection 7a7 shall apply only to interest accruing during the excludable period with respect to the original securities acquisition loan4 7#b7 ,excludable period ,for purposes of this subsection1 the term excludable period means1 with respect to any original securities acquisition loan-- 7,a7 ,in general ,the #g-year period beginning on the date of such loan4 7,b7 ,loans described in subsection 7b77#a77;,a7 ,if the term of an original securities acquisition loan described in subsection 7b77#a77;,a7 is greater than #g years1 the term of such loan4 ,this subparagraph shall not apply to a loan described in subsection 7b77#c77;,b74 7#c7 ,original securities acquisition loan ,for the purposes of this subsection1 the term original securities acquisition loan means a securities acquisition loan described in subparagraph 7,a7 or 7,b7 of subsection 7b77#a74 4 7b7 ,conforming amendments 7#a7 ,subparagraph 7,b7 of section #bia7;e77#a7 of the ,internal ,revenue ,code of #aihf is amended by redesignating clause 7iv7 as clause 7v7 and by inserting after clause 7iii7 the following new clause3 7iv7 ,special rules for obligations to which section #acc applies ,in the case of an obligation to which section #acc applies1 interest on such obligation shall not be treated as exempt from taxation for purposes of this subparagraph4 4 7#b7 ,section #hab of such ,code is amended by adding at the end the following3 7g7 ,treatment of ,interest ,partially ,tax-,exempt ,under ,section #acc ,for purposes of this section and subsections 7a7 and 7b7 of section #hjg1 the terms gross investment income and tax-exempt interest shall not include any interest received with respect to a securities acquisition loan 7as defined in section #acc7;b774 ,such interest shall not be included in life insurance gross income for purposes of subsection 7b77#c74 4 7#c7 ,paragraph 7#e7 of section #heb7;b7 of such ,code is amended by adding at the end the following3 7,c7 ,interest on certain loans used to acquire employer securities ,for purposes of this section-- 7i7 the applicable percentage 7as defined in section #acc7;a77#c77 of the amount of any loan held by a regulated investment company which qualifies as a securities acquisition loan 7as defined in section #acc7 shall be treated as an obligation described in section #ajc7;a71 and 7ii7 such applicable percentage of the interest received on such loan shall be treated as interest excludable from gross income under section #ajc4 4 7#d7 ,paragraph 7#b7 of section #digh7;b7 of such ,code is amended by striking subparagraphs 7,a7 and 7,b7 and all that follows and inserting3 7,a7 first1 from section #acc securities 7as defined in section #digh;,b7e77#b77 acquired during the #c-year period ending on the date of such disposition1 beginning with the securities first so acquired1 7,b7 second1 from section #acc securities 7as so defined7 acquired before such #c-year period unless such securities 7or proceeds from the disposition7 have been allocated to accounts of participants or beneficiaries1 7,c7 third1 from qualified securities to which section #ajdb applied acquired during the #c-year period ending on the date of the disposition1 beginning with the securities first so acquired1 and 7,d7 then from any other employer securities4 ,if subsection 7d7 or section #digh;,b7d7 applies to a disposition1 the disposition shall be treated as made from employer securities in the opposite order of the preceding sentence4 4 7#e7 7,a7 ,chapter #dc of such ,code is amended by inserting before section #digi the following new section3 #digh;,b4 ,tax on disposition of employer securities to which section #acc applied 7a7 ,imposition of tax ,in the case of an employee stock ownership plan which has acquired section #acc securities1 there is hereby imposed a tax on each taxable event in an amount equal to the amount determined under subsection 7b74 7b7 ,amount of tax 7#a7 ,in general ,the amount of the tax imposed by subsection 7a7 shall be equal to #aj percent of the amount realized on the disposition to the extent allocable to section #acc securities under section #digh7;b77#b74 7#b7 ,dispositions other than sales or exchanges ,for purposes of paragraph 7#a71 in the case of a disposition of employer securities which is not a sale or exchange1 the amount realized on such disposition shall be the fair market value of such securities at the time of disposition4 7c7 ,taxable event ,for purposes of this section1 the term taxable event means any of the following dispositions3 7#a7 ,dispositions within #c years ,any disposition of any employer securities by an employee stock ownership plan within #c years after such plan acquired section #acc securities if-- 7,a7 the total number of employer securities held by such plan after such disposition is less than the total number of employer securities held after such acquisition1 or 7,b7 except to the extent provided in regulations1 the value of employer securities held by such plan after the disposition is #ej percent or less of the total value of all employer securities as of the time of the disposition4 ,for purposes of subparagraph 7,b71 the aggregation rule of section #acc7;b77#f77;,d7 shall apply4 7#b7 ,stock disposed of before allocation ,any disposition of section #acc securities to which paragraph 7#a7 does not apply if-- 7,a7 such disposition occurs before such securities are allocated to accounts of participants or their beneficiaries1 and 7,b7 the proceeds from such disposition are not so allocated4 7d7 ,section not ,to apply to certain dispositions 7#a7 ,in general ,this section shall not apply to any disposition described in paragraph 7#a71 7#c71 or 7#d7 of section #digh7;d74 7#b7 ,certain reorganizations ,for purposes of this section1 any exchange of section #acc securities for employer securities of another corporation in any reorganization described in section #cfh7;a77#a7 shall not be treated as a disposition1 but the employer securities received shall be treated as section #acc securities and as having been held by the plan during the period the securities which were exchanged were held4 7#c7 ,forced disposition occurring by operation of state law ,any forced disposition of section #acc securities by an employee stock ownership plan occurring by operation of a ,state law shall not be treated as a disposition4 ,this paragraph shall only apply to securities which1 at the time the securities were acquired by the plan1 were regularly traded on an established securities market4 7#d7 ,coordination with other taxes ,this section shall not apply to any disposition which is subject to tax under section #digh or section #digh;,a 7as in effect on the day before its repeal74 7e7 ,definitions and special rules ,for purposes of this section-- 7#a7 ,liability for payment of taxes ,the tax imposed by this section shall be paid by the employer4 7#b7 ,section #acc securities ,the term section #acc securities means employer securities acquired by an employee stock ownership plan in a transaction to which section #acc applied4 7#c7 ,disposition ,the term disposition includes any distribution4 7#d7 ,ordering rules ,for ordering rules for dispositions of employer securities1 see section #digh7;b77#b74 4 7,b7 ,the table of sections for chapter #dc of such ,code is amended by inserting before the item relating to section #digi the following new item3 ,sec4 #digh;,b4 ,tax on disposition of employer securities to which section #acc applied4 4 7#f7 ,subsection 7e7 of section #fjdg of such ,code is amended by striking paragraphs 7#a7 and 7#b7 and inserting the following new paragraphs3 7#a7 any employer maintaining1 or the plan administrator 7within the meaning of section #dad7;g77 of1 an employee stock ownership plan-- 7,a7 which acquired stock in a transaction to which section #acc applies1 or 7,b7 which holds stock with respect to which section #djd7k7 applies to dividends paid on such stock1 7#b7 any person making or holding a loan to which section #acc applies1 or 7#c7 both such employer or plan administrator and such person1 4 7#g7 ,subsection 7f7 of section #ghgb of such ,code is amended by adding at the end the following new paragraph3 7#ab7 ,special rule for certain employer security loans ,this section shall not apply to any loan between a corporation 7or any member of the controlled group of corporations which includes such corporation7 and an employee stock ownership plan described in section #dige7;e77#g7 to the extent that the interest rate on such loan is equal to the interest rate paid on a related securities acquisition loan 7as described in section #acc7;b77 to such corporation4 4 7#h7 ,the table of sections for part ,,iii of subchapter ,b of chapter #a of such ,code is amended by inserting after the item relating to section #acb the following new item3 ,sec4 #acc4 ,interest on certain loans used to acquire employer securities4 4 7c7 ,effective date ,the amendments made by this section shall apply to original securities acquisition loans 7as defined in section #acc7;e77#c7 of the ,internal ,revenue ,code of #aihf 7and loans refinancing such loans77 made after the date of the enactment of this ,act4 #e4 ,employee stock ownership requirements for use of performance exception to limitation of deductibility of executive compensation2 expansion of publicly held corporation definition 7a7 ,limitation on use of performance exception 7#a7 ,in general ,section #afb7m7 of the ,internal ,revenue ,code of #aihf is amended by adding at the end the following new paragraph3 7#g7 ,employee stock ownership requirements for use of performance exception 7,a7 ,in general ,the exception under paragraph 7#d77;,c7 shall not apply to any remuneration payable by a publicly held corporation for any taxable year unless the corporation has in effect at all times during the year a qualified employee stock program4 7,b7 ,qualified employee stock program ,for purposes of this paragraph1 the term qualified employee stock program means1 with respect to any corporation1 a program of the corporation under which-- 7i7 employees of the corporation other than highly compensated employees 7within the meaning of section #dad7q77 hold nonforfeitable rights to at least #e percent of-- 7,i7 either each class of outstanding stock of the corporation issuing the employer securities or the total value of all outstanding stock of the corporation1 and 7,,ii7 the voting rights of the total outstanding voting shares of stock of the corporation1 7ii7 any stock 7or any right with respect to such stock7 taken into account with respect to an employee under clause 7i7 is provided to the employee as an employer contribution and at no cost to the employee1 and 7iii7 the providing of such stock or right by the corporation is not in lieu of any other remuneration payable to such employee4 ,if a program includes the granting at no cost to employees of stock options under which employees may purchase stock through the exercise of the options1 the cost to the employee of such purchase shall not be taken into account in determining whether the program meets the requirements of clause 7ii74 7,c7 ,failure to retain minimum stock interest 7i7 ,in general ,notwithstanding subparagraph 7,a71 paragraph 7#d77;,c7 shall not apply to any remuneration payable by a corporation with a qualified employee stock program during any period employees do not own stock meeting the requirements of subparagraph 7,b77i74 7ii7 ,exception ,to the extent provided by the ,secretary1 clause 7i7 shall not apply to any period if1 within #ij days of the first date on which the failure occurred 7or such longer period not in excess of #ahj days as the ,secretary may prescribe71 the employees are given stock which results in the program meeting the requirements of subparagraph 7,b77i74 7,d7 ,stock ,for purposes of this paragraph-- 7i7 ,in general ,the term stock means stock other than stock described in section #aejd7;a77#d74 7ii7 ,treatment of certain rights ,the ,secretary may provide that warrants1 options1 contracts to acquire stock1 convertible debt interests and other similar interests be treated as stock for #a or more purposes under subparagraph 7,a74 7,e7 ,aggregation rule ,for purposes of determining whether the stock ownership requirements of subparagraph 7,b77i7 are met1 a controlled group of corporations 7within the meaning of section #dji7l77#d77 may elect to treat all members of the group as #a corporation4 7,f7 ,exception for existing binding contracts ,this paragraph shall not apply to any remuneration payable under a written binding contract which was in effect on ,april #a1 #bjag1 and which was not modified thereafter in any material respect before such remuneration is paid4 4 7#b7 ,conforming amendment ,subparagraph 7,c7 of section #afb7m77#d7 of such ,code is amended by striking ,the term and inserting ,subject to paragraph 7#g71 the term4 7b7 ,definition of publicly held corporation ,paragraph 7#b7 of section #afb7m7 is amended to read as follows3 7#b7 ,publicly held corporation ,for purposes of this subsection1 the term publicly held corporation means any corporation which-- 7,a7 qualifies as an issuer the securities of which are registered under section #ab of the ,securities ,exchange ,act of #aicd1 or 7,b7 is required to file reports under section #ae7;d7 of such ,act4 4 7c7 ,effective date ,the amendments made by this section shall apply to taxable years beginning after the date of the enactment of this ,act4 #f4 ,office of ,employee ,ownership and ,worker ,empowerment 7a7 ,establishment ,there is established within the ,national ,economic ,council the ,office of ,employee ,ownership and ,worker ,empowerment4 7b7 ,duties ,the ,office of ,employee ,ownership and ,worker ,empowerment established under subsection 7a7 shall-- 7#a7 provide educational and technical assistance at no cost to small businesses1 as defined by the ,administrator of the ,small ,business ,administration1 that are attempting to establish employee ownership2 7#b7 raise awareness of profit sharing to companies and employees1 including ,e,s,o,ps2 and 7#c7 not later than #ahj days after the date of enactment of this ,act1 submit to ,congress a report on any barriers to employee ownership in companies4 7c7 ,staff 7#a7 ,in general ,the ,director of the ,national ,economic ,council may1 without regard to the civil service laws 7including regulations71 appoint and terminate such personnel as may be necessary to enable the ,office of ,employee ,ownership and ,worker ,empowerment to carry out this section4 7#b7 ,compensation ,the ,director of the ,national ,economic ,council may fix the compensation of personnel without regard to chapter #ea and subchapter ,,iii of chapter #ec of title #e1 ,united ,states ,code1 relating to classification of positions and ,general ,schedule pay rates1 except that the rate of pay for personnel may not exceed the rate payable for level ,v of the ,executive ,schedule under section #ecaf of that title4