,,ii #aafth ,,congress #ast ,session ,s4 #bcia ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,july #ca1 #bjai ,mr4 ,brown introduced the following bill2 which was read twice and referred to the ,committee on ,banking1 ,housing1 and ,urban ,affairs ,a ,,bill ,to amend the ,securities ,exchange ,act of #aicd to impose requirements relating to the purchase of certain equity securities by issuers1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,stock ,buyback ,reform and ,worker ,dividend ,act of #bjai4 #b4 ,findings ,congress finds the following3 7#a7 ,over the last several decades-- 7,a7 the volume and value of stock buybacks have increased significantly1 with particularly large increases occurring in the #ae years preceding the date of enactment of this ,act2 and 7,b7 the wealth gap in the ,united ,states has widened drastically1 as corporate profits and executive compensation have skyrocketed1 but1 for workers1 salaries and wages have barely increased and purchasing power has remained the same4 7#b7 ,between #bjjd and #bjac1 some of the largest companies in the ,united ,states spent at least #ajj percent of their net income on stock buybacks and1 between #bjaj and #bjag1 companies in the ,united ,states spent more than #c1jjj1jjj1jjj1jjj on those buybacks4 ,after the enactment of changes to the tax laws of the ,united ,states in ,december #bjag1 companies in the ,united ,states further increased stock buyback activity4 7#c7 ,in #bjah-- 7,a7 companies listed in the ,s,p #ejj index spent #hjf1djj1jjj1jjj purchasing their own stock1 an amount that is #ee percent higher than in #bjag and #cf percent higher than in #bjjg1 the year that-- 7i7 had previously held the record for the largest total buyback amount2 and 7ii7 marked the beginning of the most significant financial crisis since the ,great ,depression2 and 7,b7 companies spent more money on stock buybacks than on debt payments1 capital expenditures1 research and development1 or dividends4 7#d7 ,stock buybacks benefit large shareholders and corporate executives1 the pay packages of whom include significant stock compensation4 ,those buybacks can also increase the earnings per share for a company and nearly #a_/b of the companies listed in the ,s,p #ejj index link executive compensation to earnings per share4 7#e7 ,compared to the typical worker1 the compensation for a chief executive officer 7referred to in this paragraph as a ,,ceo7 has increased significantly4 ,in #aihi1 the ratio of ,,ceo-to-worker compensation was #eh to #a1 but1 in #bjag1 that ratio was #cab to #a4 ,over roughly the same period of time1 the wealth gap in the ,united ,states has widened considerably4 ,between #aihi and #bjaf1 the share of wealth in the ,united ,states held by the top #a percent of individuals in the ,united ,states with respect to annual income increased from just below #cj percent to nearly #ci percent1 while the share of wealth held by the bottom #ij percent of individuals in the ,united ,states with respect to annual income dropped from slightly more than #cc percent to less than #bc percent4 7#f7 ,since #bjjj1 corporate profits1 as a percentage of total income in the ,united ,states1 have increased by nearly #e percentage points while workers' salaries1 as a percentage of that total income1 have decreased by #d percentage points4 7#g7 ,the economic strength of the ,united ,states is undermined by the wealth gap described in this section4 ,according to the ,organisation for ,economic ,co-operation and ,development1 increasing income inequality in the ,united ,states between #aiij and #bjaj reduced the per capita gross domestic product of the ,united ,states by approximately #e percentage points4 7#h7 ,left unaddressed1 the patterns of corporate excess and growing wealth inequality described in this section will worsen and workers will continue to contribute to corporate profits without sharing in those profits4 #c4 ,repurchase of common stock 7a7 ,repeal of safe harbor ,section #bdj4aj;b-#ah of title #ag1 ,code of ,federal ,regulations1 shall have no force or effect4 7b7 ,disclosure and other requirements ,the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;a et seq47 is amended by inserting after section #i 7#ae ,u4,s4,c4 #gh;i7 the following3 #i;,a4 ,issuer common stock repurchases 7a7 ,definitions 7#a7 ,in general ,except as provided in paragraph 7#b71 in this section1 the definitions of terms in section #bdj4aj;b-#ah7;a7 of title #ag1 ,code of ,federal ,regulations1 as in effect on the day before the date of enactment of this section1 shall apply to any such term that appears in this section4 7#b7 ,covered purchase ,the term covered purchase-- 7,a7 means a purchase 7or any bid or limit order that would effect such purchase7 of the common stock of an issuer 7or an equivalent interest1 including a unit of beneficial interest in a trust or limited partnership or a depository share7 by or for the issuer or any affiliated purchaser 7including riskless principal transactions72 7,b7 includes a purchase described in subparagraph 7,a7 that is effected during a transaction described in subparagraph 7,c77iv7 in which the consideration is solely cash and there is no valuation period2 and 7,c7 does not include a purchase described in subparagraph 7,a7 that is effected-- 7i7 during the applicable restricted period of a distribution that is subject to section #bdb4ajb of title #ag1 ,code of ,federal ,regulations1 or any successor regulation2 7ii7 by or for an issuer plan by an agent independent of the issuer2 7iii7 as a fractional share purchase 7a fractional interest in a security7 evidenced by a script certificate1 order form1 or similar document2 7iv7 during the period from the time of public announcement1 as defined in section #bcj4afe7;f7 of title #ag1 ,code of ,federal ,regulations1 or any successor regulation1 of a merger1 acquisition1 or similar transaction involving a recapitalization1 until the earlier of the completion of that transaction or the completion of the vote by target shareholders2 7v7 pursuant to section #bdj4ac;e-#a of title #ag1 ,code of ,federal ,regulations1 or any successor regulation2 7vi7 pursuant to a tender offer that is subject to or specifically excepted from section #bdj4ac;e-#d of title #ag1 ,code of ,regulations1 or any successor regulation2 or 7vii7 pursuant to a tender offer that is subject to section #ad7;d71 and any rules or regulations prescribed by the ,commission relating to that section4 7b7 ,requirement 7#a7 ,in general ,except as provided in paragraph 7#b71 it shall be unlawful as a fraudulent1 deceptive1 or manipulative act or practice under section #i7;a77#b7 or #aj7;b7 of this ,act or section #bdj4aj;b-#e of title #ag1 ,code of ,federal ,regulations1 or any successor regulation1 for an issuer or affiliated purchaser of the issuer to effect a repurchase of the common stock of the issuer unless the issuer or affiliated purchaser1 as applicable1 complies with the requirements under this section4 7#b7 ,exceptions ,paragraph 7#a7 shall not apply-- 7,a7 to an issuer or affiliated purchaser of an issuer if-- 7i7 a violation of the requirements under this section occurred solely by reason of the conduct of a broker1 dealer1 or other person acting for the issuer or affiliated purchaser2 7ii7 the issuer or affiliated purchaser did not know or have reason to know that the broker1 dealer1 or other person was engaging or would engage in that conduct2 and 7iii7 the issuer or affiliated purchaser had taken reasonable steps to ensure that the broker1 dealer1 or other person would comply with the requirements under this section2 or 7,b7 to a broker1 dealer1 or other person acting for an issuer or affiliated purchaser of the issuer if-- 7i7 a violation of the requirements under this section occurred solely by reason of the conduct of the issuer or affiliated purchaser2 and 7ii7 the broker1 dealer1 or other person did not know or have reason to know that the issuer or affiliated purchaser was engaging or would engage in conduct that would violate the requirements under this section4 7c7 ,disclosure 7#a7 ,in general ,any issuer or affiliated purchaser of the issuer that seeks to effect a plan or program to repurchase common stock of the issuer shall1 on or before the date on which the issuer or affiliated purchaser begins repurchasing common stock under the plan or program1 disclose to the ,commission on a ,form #h-,k a filing that includes-- 7,a7 the economic rationale1 long-term benefits1 and reason for the repurchase2 7,b7 the minimum and maximum number 7if any7 of shares of common stock to be repurchased1 and the dollar value to be spent1 under the plan or program2 7,c7 the manner and method of repurchase1 including any price guidelines or limitations1 or contractual plan or arrangement2 7,d7 the intended disposition or treatment of the repurchased common stock2 7,e7 whether any executive officer of the issuer or affiliated purchaser is purchasing common stock during the pendency of the repurchase2 7,f7 whether any executive officer of the issuer or affiliated purchaser is permitted1 or intends1 to sell common stock during the pendency of the repurchase2 7,g7 a summary of any communications between the issuer and any holders of common stock of the issuer regarding the scope and implementation of the plan or program2 and 7,h7 the source of funds for the repurchase1 specifying if any debt will be incurred by the issuer or affiliated purchaser4 7#b7 ,weekly disclosure 7,a7 ,in general ,in addition to the requirement under paragraph 7#a71 each issuer that effects a repurchase of common stock of the issuer in any calendar week shall1 not later than the last business day of the following week1 file with the ,commission a public disclosure filing 7in such form and manner as the ,commission shall1 by rule1 establish7 that identifies-- 7i7 the number of shares of common stock of the issuer that the issuer repurchased2 7ii7 the average price paid per share during the week covered by the filing2 and 7iii7 the identity of any broker-dealer that effected the purchase during the week covered by the filing4 7,b7 ,no repurchase ,an issuer shall not be required to submit a filing under subparagraph 7,a7 with respect to any calendar week in which the issuer does not repurchase the common stock of the issuer4 7#c7 ,definition ,in this subsection1 the term executive officer has the meaning given the term in section #bdj4c;b-#g of title #ag1 ,code of ,federal ,regulations1 as in effect on the day before the date of enactment of this section4 7d7 ,purchasing requirements 7#a7 ,one broker or dealer 7,a7 ,in general ,except as provided in subparagraph 7,b7 and paragraph 7#b77;,b77ii71 a covered purchase shall be effected from or through only #a broker or dealer on any single day4 7,b7 ,exception ,subparagraph 7,a7 shall not apply to a covered purchase that is not solicited by or on behalf of an issuer or an affiliated purchaser of the issuer4 7,c7 ,same broker or dealer ,if a covered purchase is effected by or on behalf of not less than #a affiliated purchaser of an issuer 7or the issuer and not less than #a of the affiliated purchasers of the issuer7 on a single day1 the issuer and all affiliated purchasers shall use the same broker or dealer4 7,d7 ,limited access to liquidity ,if a covered purchase is effected on behalf of an issuer by a broker-dealer that is not an electronic communication network or other alternative trading system1 that broker-dealer can access electronic communication network or other alternative trading system liquidity in order to execute a repurchase of common stock on behalf of the issuer or any affiliated purchaser of the issuer on that day4 7#b7 ,time of purchases 7,a7 ,in general ,a covered purchase effected by an issuer or an affiliated purchaser of an issuer shall not be-- 7i7 the opening 7regular way7 purchase reported in the consolidated system2 7ii7 except as provided in subparagraph 7,b71 effected during the #aj minutes before the scheduled close of the primary trading session in the principal market for the security1 and the #aj minutes before the scheduled close of the primary trading session in the market where the purchase is effected1 for a security that has an average daily trading volume reported for that security during the #d calendar weeks preceding the week in which the purchase is to be effected of not less than #a1jjj1jjj and a public float value of not less than #aej1jjj1jjj2 or 7iii7 effected during the #cj minutes before the scheduled close of the primary trading session in the principal market for the security1 and the #cj minutes before the scheduled close of the primary trading session in the market where the purchase is effected1 for all other securities4 7,b7 ,purchase following close of primary trading session 7i7 ,in general ,a covered purchase may be effected following the close of the primary trading session until the termination of the period in which last sale prices are reported in the consolidated system if-- 7,i7 the covered purchase is effected at a price that does not exceed the lower of-- 7aa7 the closing price of the primary trading session in the principal market for the security2 or 7bb7 any lower bids or sale prices subsequently reported in the consolidated system2 and 7,,ii7 all other applicable requirements under this section are met4 7ii7 ,different brokers and dealers ,an issuer or an affiliated purchaser of an issuer may use #a broker or dealer to effect a covered purchase during the period described in clause 7i7 that is different from the broker or dealer that the issuer or affiliated purchaser used during the primary trading session4 7iii7 ,limitation ,a covered purchase effected during the period described in clause 7i7 may be not be the opening transaction of the session following the close of the primary trading session4 7#c7 ,price of purchases ,any covered purchase shall be effected at a purchase price that-- 7,a7 does not exceed the highest independent bid or the last independent transaction price1 whichever is higher1 quoted or reported in the consolidated system at the time the covered purchase is effected2 7,b7 for securities for which bids and transaction prices are not quoted or reported in the consolidated system1 does not exceed the highest independent bid or the last independent transaction price1 whichever is higher1 displayed and disseminated on any national securities exchange or on any interdealer quotation system1 as defined in section #bdj4ae;c#b-aa of title #ag1 ,code of ,federal ,regulations 7or any successor regulation71 that displays not less than #b priced quotations for the security1 at the time the covered purchase is effected2 and 7,c7 for any other security not described in subparagraph 7,b71 is not higher than the highest independent bid obtained from #c independent dealers4 7#d7 ,volume of purchases ,the total volume of covered purchases effected by or for an issuer and any affiliated purchaser of the issuer on any single day shall not exceed #ae percent of the average daily trading volume reported for that security during the #d calendar weeks preceding the week in which the covered purchase is to be effected4 7#e7 ,alternative conditions ,the conditions of paragraphs 7#a7 through 7#d7 shall apply in connection with a covered purchase effected during a trading session following the imposition of a market-wide trading suspension1 except that-- 7,a7 the time of covered purchases condition under paragraph 7#b7 shall not apply either-- 7i7 from the reopening of trading until the scheduled close of trading on the date on which that suspension is imposed2 or 7ii7 at the opening of trading on the next trading day until the scheduled close of trading that day1 if a market-wide trading suspension was in effect at the close of trading on the preceding day2 and 7,b7 the volume of covered purchases condition under paragraph 7#d7 shall be modified so that the amount of covered purchases may not exceed #ajj percent of the average daily trading volume for that security4 7e7 ,prohibition on sales by executive officers 7#a7 ,in general ,except as provided in paragraph 7#b71 upon the announcement by an issuer of the initiation1 continuation1 or increase in size of a repurchase plan for the common stock of the issuer1 an executive officer of the issuer may not sell shares of the common stock of the issuer during the #g-;day period beginning on the date of the announcement4 7#b7 ,exception ,an executive officer of an issuer may sell shares of the common stock of the issuer during the #g-;day period described in paragraph 7#a7 if the sale of the shares involves a sale of common stock that satisfies the conditions under section #bdj4aj;b#e-a7;c7 of title #ag1 ,code of ,federal ,regulations1 or any successor regulation4 7f7 ,additional regulation ,the ,commission may1 by rule1 establish further disclosures1 conditions1 or requirements to increase the information provided by issuers with respect to repurchases of common stock4 4 7c7 ,form #h-,k ,not later than #a year after the date of enactment of this ,act1 the ,securities and ,exchange ,commission 7referred to in this section as the ,commission7 shall revise the form described in section #bdi4cjh of title #ag1 ,code of ,federal ,regulations1 or any successor regulation 7commonly known as ,form #h-,k71 to require the disclosure of the information described in section #i;,a7c7 of the ,securities ,exchange ,act of #aicd1 as added by subsection 7b74 7d7 ,study ,not later than #a year after the date of enactment of this ,act1 the ,commission shall submit to ,congress-- 7#a7 the results of a study conducted by the ,commission regarding the impact of this section1 and the amendments made by this section1 on thinly traded securities2 and 7#b7 recommendations regarding any changes to paragraph 7#d7 of section #i;,a7d7 of the ,securities ,exchange ,act of #aicd1 as added by subsection 7b7 of this section1 that the ,commission determines to be necessary4 #d4 ,worker dividend 7a7 ,definitions ,in this section-- 7#a7 the term ,commission means the ,securities and ,exchange ,commission2 7#b7 the term covered issuer-- 7,a7 means an issuer1 a class of equity securities of which is registered pursuant to section #ab of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #ghl72 and 7,b7 includes a consolidated subsidiary of an issuer described in subparagraph 7,a72 7#c7 the term eligible worker1 with respect to a covered issuer1 means a worker with respect to the covered issuer who1 in a fiscal year-- 7,a7 performs services for the covered issuer for not fewer than #cj days2 7,b7 as part of carrying out a contract described in paragraph 7#aj77;,a77iv77,i77cc71 performs services or provides goods pursuant to that contract for not fewer than #cj days2 or 7,c7 performs services for an employer described in paragraph 7#aj77;,a77v7 for not fewer than #cj days2 7#d7 the terms employ1 employee1 employer1 and goods have the meanings given those terms in section #c of the ,fair ,labor ,standards ,act of #aich 7#bi ,u4,s4,c4 #bjc72 7#e7 the terms exchange and issuer have the meanings given those terms in section #c7;a7 of the ,securities ,exchange ,act of #aicd 7#ae ,u4,s4,c4 #gh;c7a772 7#f7 the term executive officer1 with respect to a covered issuer1 means-- 7,a7 the president of the covered issuer2 7,b7 any vice president of the covered issuer who is in charge of a principal business unit1 division1 or function of the covered issuer1 such as sales1 administration1 or finance2 7,c7 any other officer of the covered issuer who performs a policymaking function for the covered issuer2 and 7,d7 any other individual who performs a similar policymaking function to that described in subparagraph 7,c72 7#g7 the term ,form #aj-,k means the form described in section #bdi4caj of title #ag1 ,code of ,federal ,regulations1 or any successor regulation2 7#h7 the term ,form #aj-,q means the form described in section #bdi4cjh;a of title #ag1 ,code of ,federal ,regulations1 or any successor regulation2 7#i7 the terms franchisee and franchisor have the meanings given those terms in section #dcf4a of title #af1 ,code of ,federal ,regulations1 as in effect on the date of enactment of this ,act2 and 7#aj7 the term worker-- 7,a7 means1 with respect to a covered issuer-- 7i7 an employee who is employed by the covered issuer2 7ii7 an individual1 other than an employee described in clause 7i71 who is engaged by the covered issuer to perform services1 including by working as an independent contractor1 without regard to-- 7,i7 the label or classification assigned to the individual1 or used to refer to the individual1 by the covered issuer2 and 7,,ii7 whether the individual has established1 and is the sole owner of1 a single-member limited liability company2 7iii7 an employee who is-- 7,i7 employed by an employer-- 7aa7 other than the covered issuer2 and 7bb7 that is privately held2 and 7,,ii7 supplied by the employer described in subclause 7,i7 to perform services for the covered issuer2 7iv7 an employee who-- 7,i7 is employed by an employer-- 7aa7 other than the covered issuer2 7bb7 that is privately held2 and 7cc7 with which the covered issuer enters into a contract1 under which that employer performs services for1 or provides goods to1 the covered issuer2 and 7,,ii7 performs services or provides goods pursuant to the contract described in subclause 7,i77cc72 and 7v7 an employee who is employed by an employer-- 7,i7 other than the covered issuer2 7,,ii7 that is privately held2 and 7,,iii7 that has a relationship or arrangement with the covered issuer such that the employer is a franchisee and the covered issuer is a franchisor2 and 7,b7 does not include an executive officer of a covered issuer4 7b7 ,requirements 7#a7 ,calculation of worker dividend ,for the purposes of the requirements of this section1 for a fiscal year 7referred to in this section as the covered year71 the payment described in paragraph 7#c77;,a7 shall be calculated as follows3 7,a7 ,adding the following amounts3 7i7 ,in that covered year1 the total amount spent by the covered issuer on the purchase of common stock 7or an equivalent interest1 including a unit of beneficial interest in a trust or limited partnership or a depository share7 of the covered issuer1 without regard to the means or method used by the covered issuer to effect that purchase4 7ii7 ,the total amount of any increase in ordinary dividends declared and paid by the covered issuer in the covered year with respect to the common stock of the covered issuer1 as compared with that amount in the fiscal year preceding the covered year4 7iii7 ,the total amount spent by the covered issuer in the covered year on special or #a-time dividends with respect to the common stock of the covered issuer4 7,b7 ,dividing the sum obtained under subparagraph 7,a7 by #a1jjj1jjj4 7#b7 ,reporting ,each covered issuer shall-- 7,a7 in each ,form #aj-,k submitted by the covered issuer1 disclose1 with respect to the covered year to which the submission applies-- 7i7 each component of the calculation described in paragraph 7#a71 and the total amount of that calculation1 if that calculation results in an amount that is greater than zero2 and 7ii7 the number of eligible workers with respect to the covered issuer1 which the covered issuer shall identify by type of worker and employer2 and 7,b7 not later than #cj days after the last day of a covered year1 provide to each worker with respect to the covered issuer a document1 in physical or electronic form1 that discloses the number of hours that the worker worked during the covered year4 7#c7 ,payment and verification 7,a7 ,in general ,not later than the last day of the first fiscal quarter that begins after the end of a covered year1 if the calculation under paragraph 7#a7 with respect to that covered year results in an amount that is greater than zero1 each covered issuer shall issue to each eligible worker with respect to the covered issuer for that covered year a cash payment as follows3 7i7 ,an eligible worker who was employed1 or otherwise engaged1 to perform services for the covered issuer1 perform services or provide goods pursuant to a contract described in subsection 7a77#aj77;,a77iv77,i77cc71 or perform services for an employer described in subsection 7a77#aj77;,a77v7 for fewer than #ebj hours during the covered year shall receive #be percent of the amount calculated under paragraph 7#a74 7ii7 ,an eligible worker who was employed1 or otherwise engaged1 to perform services for the covered issuer1 perform services or provide goods pursuant to a contract described in subsection 7a77#aj77;,a77iv77,i77cc71 or perform services for an employer described in subsection 7a77#aj77;,a77v7 for not fewer than #ebj hours and fewer than #a1jdj hours during the covered year shall receive #ej percent of the amount calculated under paragraph 7#a74 7iii7 ,an eligible worker who was employed1 or otherwise engaged1 to perform services for the covered issuer1 perform services or provide goods pursuant to a contract described in subsection 7a77#aj77;,a77iv77,i77cc71 or perform services for an employer described in subsection 7a77#aj77;,a77v7 for not fewer than #a1jdj hours and fewer than #a1efj hours during the covered year shall receive #ge percent of the amount calculated under paragraph 7#a74 7iv7 ,an eligible worker who was employed1 or otherwise engaged1 to perform services for the covered issuer1 perform services or provide goods pursuant to a contract described in subsection 7a77#aj77;,a77iv77,i77cc71 or perform services for an employer described in subsection 7a77#aj77;,a77v7 for not fewer than #a1efj hours during the covered year shall receive #ajj percent of the amount calculated under paragraph 7#a74 7,b7 ,form #aj-,q ,each covered issuer that is required to issue payments under subparagraph 7,a7 with respect to a covered year shall certify1 in the first ,form #aj-,q submitted by the covered issuer after the date on which the covered issuer is required to make the payments1 that the covered issuer made the payments4 7,c7 ,inability to make payments ,if a covered issuer is required to issue a payment under subparagraph 7,a7 and is unable to issue the payment because the individual to whom the payment relates is1 as of the date on which the payment is due1 no longer a worker with respect to the covered issuer1 the covered issuer shall-- 7i7 in a manner that the ,commission shall1 by rule1 establish1 deposit in an escrow account the amount of the required payment2 and 7ii7 in the submission under subparagraph 7,b7 to which the payment relates1 describe the efforts of the covered issuer to issue the payment4 7c7 ,enforcement ,with respect to a covered issuer that is required to issue the payments described in subsection 7b77#c77;,a7 and fails to issue those payments-- 7#a7 the covered issuer-- 7,a7 for the #e-year period beginning on the date on which the covered issuer was required to issue the payments1 may not make a purchase to which section #i;,a of the ,securities ,exchange ,act of #aicd1 as added by section #c7;b7 of this ,act1 applies1 except to account for common stock that is issuable under an employee stock or option award in any such year2 and 7,b7 for each of the first #e fiscal years after the covered year with respect to which the covered issuer was required to issue the payments1 shall issue those payments in the amount required with respect to the covered year2 and 7#b7 the ,commission may1 in accordance with applicable laws and regulations1 bring an enforcement action against the covered issuer4 7d7 ,protections for workers 7#a7 ,prohibition ,no covered issuer may discharge or in any manner discriminate against any worker with respect to the covered issuer with respect to the compensation1 terms1 conditions1 or other privileges of employment of the worker because the worker is eligible to receive a payment from the covered issuer under subsection 7b77#c77;,a74 7#b7 ,private right of action 7,a7 ,in general ,any covered issuer that fails to issue a payment to a worker with respect to the covered issuer that is required under subsection 7b77#c77;,a7 shall be liable to that worker in the amount of that payment and in an additional amount as liquidated damages4 7,b7 ,jurisdiction ,an action to recover the liability described in subparagraph 7,a7 may be maintained against a covered issuer described in that subparagraph in any ,federal or ,state court of competent jurisdiction by any #a or more workers described in that subparagraph for and on behalf of that worker or workers and other workers similarly situated1 except that no worker shall be a party plaintiff to any such action unless the worker gives consent to become such a party and that consent is filed in the court in which the action is brought4 7,c7 ,attorney's fees ,the court in which an action is brought under subparagraph 7,b7 shall1 in addition to any judgment awarded to the plaintiff or plaintiffs in the action1 allow a reasonable attorney's fee to be paid by the defendant and the costs of the action4 7,d7 ,arbitration ,notwithstanding any other ,federal or ,state law1 rule1 or regulation1 any agreement to arbitrate any dispute involving a covered issuer and a worker with respect to the covered issuer shall not apply with respect to the right of the worker to bring an action under this paragraph4 7e7 ,rules of construction 7#a7 ,in general ,nothing in this section may be construed to-- 7,a7 supersede any provision in any collective bargaining agreement to which a covered issuer is a party2 or 7,b7 prevent an individual from receiving multiple payments under subsection 7b77#c77;,a7 for a covered year if the individual is an eligible worker with respect to more than #a covered issuer in that covered year4 7#b7 ,other profit-sharing agreements ,no other profit-sharing agreement between a covered issuer and any worker with respect to the covered issuer1 other than as specifically described in this section1 may be construed to satisfy the requirements of this section4 #e4 ,commission requirements 7a7 ,definition ,in this section1 the term ,regulation ,s-,k means part #bbi of title #ag1 ,code of ,federal ,regulations1 or any successor regulations4 7b7 ,updates ,not later than #a year after the date of enactment of this ,act1 the ,securities and ,exchange ,commission shall make any updates to ,regulation ,s-,k that are required as a result of this ,act and the amendments made by this ,act4