,,ii  #aafth ,,congress  #b;d ,session  
,s4 #cbae  ,,in ,,the ,,senate ,,of     
,,the ,,united ,,states  ,january #af1  
#bjbj,ms4 ,warren introduced the        
following bill2 which was read twice and
 referred to the ,committee on          
,commerce1 ,science1 and ,transportation
  ,a ,,bill  ,to establish the          
obligations of certain large business   
entities in the ,united ,states1 and for
 other purposes4  #a4 ,short title ,this
 ,act may be cited as the ,accountable  
,capitalism ,act4  #b4 ,definitions ,in 
this ,act3 7#a7 ,covered employee ,the  
term covered employee--  7,a7 means--   
7i7 an individual who is--  7,i7 an     
employee 7including an applicant71 as   
defined in section #gja of the ,civil   
,rights ,act of #aifd 7#db ,u4,s4,c4    
#bjjj;e72  7,,ii7 a ,state employee     
7including an applicant71 as described  
in section #cjd7;a7 of the ,government  
,employee ,rights ,act of #aiia 7#db    
,u4,s4,c4 #bjjj;e-#af;c7a772  7,,iii7 a 
covered employee 7including an          

applicant71 as defined in section #aja  
of the ,congressional ,accountability   
,act of #aiie 7#b ,u4,s4,c4 #acja72     
7,,iv7 a covered employee 7including an 
applicant71 as defined in section       
#daa7;c7 of title #c1 ,united ,states   
,code2  7,v7 an employee1 as defined in 
section #aa of the ,age ,discrimination 
in ,employment ,act of #aifg 7#bi       
,u4,s4,c4 #fcj72  7,,vi7 an employee1 as
 defined in section #aja of the         
,americans with ,disabilities ,act of   
#aiij 7#db ,u4,s4,c4 #abaaa72  7,,vii7  
an employee1 as described in section    
#eja7;b7 of the ,rehabilitation ,act of 
#aigc 7#bi ,u4,s4,c4 #gia7;b772         
7,,viii7 an employee1 as defined in     
section #c of the ,fair ,labor          
,standards ,act of #aich 7#bi ,u4,s4,c4 
#bjc72  7,,ix7 an employee or applicant 
to which section #gag7;a7 of the ,civil 
,rights ,act of #aifd 7#db ,u4,s4,c4    
#bjjj;e-#af7;a77 applies2 or  7,x7 a    
person 7other than an employer7 to whom 
subsections 7a7 and 7b7 of section #dcaa

 of title #ch1 ,united ,states ,code1   
apply2 and  7ii7 an individual who is   
engaged by1 or applies for or otherwise 
seeks a position with1 a covered        
employer or entity1 whether or not the  
individual receives compensation1       
academic credit1 or other remuneration  
from the covered employer or entity1    
as--  7,i7 an independent contractor2 or
  7,,ii7 an intern1 fellow1 volunteer1  
or trainee2 and  7,b7 does not include a
 management official1 as defined in     
section #gajc7;a77#aa7 of title #e1     
,united ,states ,code4  7#b7 ,covered   
employer or entity ,the term covered    
employer or entity means a person1      
including an entity1 regardless of      
business structure1 including           
organization as a legal or commercial   
entity1 that is--  7,a7 an employer1 as 
defined in section #gja of the ,civil   
,rights ,act of #aifd2  7,b7 an entity  
employing a ,state employee described in
 section #cjd7;a7 of the ,government    
,employee ,rights ,act of #aiia2  7,c7  

an employing office1 as defined in      
section #aja of the ,congressional      
,accountability ,act of #aiie2  7,d7 an 
employing office1 as defined in section 
#daa7;c7 of title #c1 ,united ,states   
,code2  7,e7 an employer1 as defined in 
section #aa of the ,age ,discrimination 
in ,employment ,act of #aifg2  7,f7 an  
employer1 as defined in section #aja of 
the ,americans with ,disabilities ,act  
of #aiij2  7,g7 an entity described in  
section #eja7;b7 of the ,rehabilitation 
,act of #aigc 7#bi ,u4,s4,c4 #gia7;b772 
7,h7 an employer1 as defined in section 
#c of the ,fair ,labor ,standards ,act  
of #aich2  7,i7 an entity to which      
section #gag7;a7 of the ,civil ,rights  
,act of #aifd applies2 or  7,j7 an      
employer to whom subsections 7a7 and 7b7
 of section #dcaa of title #ch1 ,united 
,states ,code1 apply4  7#c7 ,director   
,the term ,director means the ,director 
of the ,office4  7#d7 ,large entity     
7,a7 ,in general ,the term large entity 
means an entity that-- 7i7 is organized 

under the laws of a ,state as a         
corporation1 body corporate1 body       
politic1 joint stock company1 or limited
 liability company2  7ii7 engages in    
interstate commerce2 and  7iii7 in a    
taxable year1 according to information  
provided by the entity to the ,internal 
,revenue ,service1 has more than        
#a1jjj1jjj1jjj in gross receipts4  7,b7 
,aggregation rules ,all entities treated
 as a single employer under subsection  
7a7 or 7b7 of section #eb of the        
,internal ,revenue ,code of #aihf1 or   
subsection 7m7 or 7o7 of section #dad of
 such ,code1 shall be treated as #a     
entity for the purposes of subparagraph 
7,a74  7#e7 ,office ,the term ,office   
means the ,office of ,united ,states    
,corporations established under section 
#c4  7#f7 ,officer ,the term officer    
means1 with respect to a ,united ,states
 corporation--  7,a7 the president of   
the ,united ,states corporation2  7,b7  
the principal operating officer of the  
,united ,states corporation2  7,c7 the  

principal accounting officer of the     
,united ,states corporation or1 if the  
,united ,states corporation does not    
have such an accounting officer1 the    
controller of the ,united ,states       
corporation2 and  7,d7 any vice         
president in charge of a principal      
business unit1 division1 or function of 
the ,united ,states corporation4  7#g7  
,state ,the term ,state means-- 7,a7    
each of the several ,states of the      
,united ,states2  7,b7 the ,district of 
,columbia2  7,c7 the ,commonwealth of   
,puerto ,rico2  7,d7 ,guam2  7,e7 the   
,united ,states ,virgin ,islands2  7,f7 
,american ,samoa2 and  7,g7 the         
,commonwealth of the ,northern ,mariana 
,islands4  7#h7 ,united ,states         
corporation ,the term ,united ,states   
corporation means a large entity with   
respect to which the ,office has granted
 a charter under section #c4  #c4       
,office of ,united ,states ,corporations
  7a7 ,establishment ,there is          
established within the ,department of   

,commerce the ,office of ,united ,states
 ,corporations4  7b7 ,director  7#a7    
,establishment of position ,there is    
established the position of ,director of
 the ,office1 who shall be the head of  
the ,office4  7#b7 ,appointment2 term   
7,a7 ,appointment ,except as provided in
 subparagraph 7,e71 the ,director shall 
be appointed by the ,president1 by and  
with the advice and consent of the      
,senate1 from among individuals who are 
citizens of the ,united ,states4  7,b7  
,term ,the ,director shall be appointed 
for a term of #d years1 unless removed  
before the end of that term by the      
,president4  7,c7 ,vacancy ,a vacancy in
 the position of ,director that occurs  
before the expiration of the term for   
which a ,director was appointed shall be
 filled in the manner established under 
subparagraph 7,a71 and the ,director    
appointed to fill that vacancy shall be 
appointed only for the remainder of that
 term4  7,d7 ,service after end of term 
,an individual may serve as the         

,director after the expiration of the   
term for which the individual was       
appointed until a successor has been    
appointed4  7,e7 ,initial ,director ,the
 ,secretary of ,commerce shall appoint  
an individual to serve as the ,director 
until an individual is appointed to     
serve as the ,director in accordance    
with subparagraph 7,a74  7c7 ,duties    
,the ,office shall-- 7#a7 review and    
grant charter applications for large    
entities2  7#b7 monitor whether large   
entities have obtained a charter in     
accordance with this ,act2  7#c7 except 
as provided in paragraph 7#d77;,b71     
refer any violation of this ,act to the 
appropriate ,federal agency for         
enforcement with respect to that        
violation2 and  7#d7 when appropriate-- 
7,a7 rescind the charters of ,united    
,states corporations under section      
#d7;b72  7,b7 revoke the charters of    
,united ,states corporations under      
sections #f7;c77#b77;,b77ii71           
#h7;c77#b71 and #i2 and  7,c7 issue     

rules to prevent entities from taking   
action to intentionally avoid qualifying
 as large entities4  7d7 ,disclosure of 
taxpayer identity information for use by
 ,office  7#a7 ,in general ,section     
#fajc7m7 of the ,internal ,revenue ,code
 of #aihf is amended by adding at the   
end the following3  7#h7 ,office of     
,united ,states ,corporations ,upon     
written request by the ,director of the 
,office of ,united ,states              
,corporations1 the ,secretary shall     
disclose taxpayer identity information  
to officers and employees of the ,office
 of ,united ,states ,corporations solely
 for purposes of identifying any        
taxpayer that satisfies the requirement 
under section #b7b77;,a77iii7 or #d7;b7 
of the ,accountable ,capitalism ,act for
 the most recent taxable year for which 
information is available4  4  7#b7      
,effective date ,the amendment made by  
this subsection shall take effect on the
 date of enactment of this ,act4  #d4   
,requirement for large entities to      

obtain charters  7a7 ,large entities    
7#a7 ,in general ,an entity that is     
organized as a corporation1 body        
corporate1 body politic1 joint stock    
company1 or limited liability company in
 a ,state shall obtain a charter from   
the ,office as follows3  7,a7 ,if the   
entity is a large entity with respect to
 the most recently completed taxable    
year of the entity before the date of   
enactment of this ,act1 the entity shall
 obtain the charter not later than #b   
years after the date of enactment of    
this ,act4  7,b7 ,if the entity is a    
large entity with respect to any taxable
 year of the entity that begins after   
the date of enactment of this ,act1 the 
entity shall obtain the charter not     
later than #a year after the last day of
 that taxable year4  7#b7 ,failure to   
obtain charter ,an entity to which      
paragraph 7#a7 applies and that fails to
 obtain a charter from the ,office as   
required under that paragraph shall not 
be treated as a corporation1 body       

corporate1 body politic1 joint-stock    
company1 or limited liability company1  
as applicable1 for the purposes of      
,federal law during the period beginning
 on the date on which the entity is     
required to obtain a charter under that 
paragraph and ending on the date on     
which the entity obtains the charter4   
7b7 ,rescissions  7#a7 ,in general ,an  
entity that has obtained a charter as a 
,united ,states corporation and1 with   
respect to a subsequent taxable year of 
the entity1 is not a large entity may   
file a petition with the ,office to     
rescind the charter of the ,united      
,states corporation4  7#b7              
,determination ,not later than #ahj days
 after the date on which the ,office    
receives a petition that an entity files
 under paragraph 7#a71 the ,office shall
 grant the petition if the ,office      
determines that the entity1 with respect
 to the most recently completed taxable 
year of the entity preceding the date on
 which the petition was filed1 was not a

 large entity4  #e4 ,responsibilities of
 ,united ,states corporations  7a7      
,definitions ,in this section3 7#a7     
,general public benefit ,the term       
general public benefit means a material 
positive impact on society resulting    
from the business and operations of a   
,united ,states corporation1 when taken 
as a whole4  7#b7 ,subsidiary ,the term 
subsidiary means1 with respect to a     
person1 an entity in which the person   
owns beneficially or of record not less 
than #ej percent of the outstanding     
equity interests of the entity1         
calculated as if all outstanding rights 
to acquire equity interests in the      
entity had been exercised4  7b7 ,charter
 requirements  7#a7 ,in general ,the    
charter of a large entity that is filed 
with the ,office shall state that the   
entity is a ,united ,states corporation4
  7#b7 ,corporate purposes ,a ,united   
,states corporation shall have the      
purpose of creating a general public    
benefit1 which shall be--  7,a7         

identified in the charter of the ,united
 ,states corporation2 and  7,b7 in      
addition to the purpose of the ,united  
,states corporation under the articles  
of incorporation in the ,state in which 
the ,united ,states corporation is      
incorporated1 if applicable4  7c7       
,standard of conduct for directors and  
officers  7#a7 ,consideration of        
interests ,in discharging the duties of 
their respective positions1 and in      
considering the best interests of a     
,united ,states corporation1 the board  
of directors1 committees of the board of
 directors1 and individual directors of 
a ,united ,states corporation--  7,a7   
shall manage or direct the business and 
affairs of the ,united ,states          
corporation in a manner that-- 7i7 seeks
 to create a general public benefit2 and
  7ii7 balances the pecuniary interests 
of the shareholders of the ,united      
,states corporation with the best       
interests of persons that are materially
 affected by the conduct of the ,united 

,states corporation2 and  7,b7 in       
carrying out subparagraph 7,a7-- 7i7    
shall consider the effects of any action
 or inaction on--  7,i7 the shareholders
 of the ,united ,states corporation2    
7,,ii7 the employees and workforce of-- 
7aa7 the ,united ,states corporation2   
7bb7 the subsidiaries of the ,united    
,states corporation2 and  7cc7 the      
suppliers of the ,united ,states        
corporation2  7,,iii7 the interests of  
customers and subsidiaries of the       
,united ,states corporation as          
beneficiaries of the general public     
benefit purpose of the ,united ,states  
corporation2  7,,iv7 community and      
societal factors1 including those of    
each community in which offices or      
facilities of the ,united ,states       
corporation1 subsidiaries of the ,united
 ,states corporation1 or suppliers of   
the ,united ,states corporation are     
located2  7,v7 the local and global     
environment2  7,,vi7 the short-term and 
long-term interests of the ,united      

,states corporation1 including--  7aa7  
benefits that may accrue to the ,united 
,states corporation from the long-term  
plans of the ,united ,states            
corporation2 and  7bb7 the possibility  
that those interests may be best served 
by the continued independence of the    
,united ,states corporation2 and        
7,,vii7 the ability of the ,united      
,states corporation to accomplish the   
general public benefit purpose of the   
,united ,states corporation2  7ii7 may  
consider-- 7,i7 other pertinent factors2
 or  7,,ii7 the interests of any other  
group that are identified in the        
articles of incorporation in the ,state 
in which the ,united ,states corporation
 is incorporated1 if applicable2 and    
7iii7 shall not be required to give     
priority to a particular interest or    
factor described in clause 7i7 or 7ii7  
over any other interest or factor4  7#b7
 ,standard of conduct for officers ,each
 officer of a ,united ,states           
corporation shall balance and consider  

the interests and factors described in  
paragraph 7#a77;,b77i7 in the manner    
described in paragraph 7#a77;,b77iii7   
if--  7,a7 the officer has discretion to
 act with respect to a matter2 and  7,b7
 it reasonably appears to the officer   
that the matter may have a material     
effect on the creation by the ,united   
,states corporation of a general public 
benefit identified in the charter of the
 ,united ,states corporation4  7#c7     
,exoneration from personal liability    
,except as provided in the charter of a 
,united ,states corporation1 neither a  
director nor an officer of a ,united    
,states corporation may be held         
personally liable for monetary damages  
for--  7,a7 any action or inaction in   
the course of performing the duties of a
 director under paragraph 7#a7 or an    
officer under paragraph 7#b71 as        
applicable1 if the director or officer  
was not interested with respect to the  
action or inaction2 or  7,b7 the failure
 of the ,united ,states corporation to  

pursue or create a general public       
benefit4  7#d7 ,limitation on standing  
,neither a director nor an officer of a 
,united ,states corporation shall have  
any duty to a person that is a          
beneficiary of the general public       
benefit purpose of the ,united ,states  
corporation because of the status of the
 person as such a beneficiary4  7#e7    
,business judgments ,a director or an   
officer of a ,united ,states corporation
 who makes a business judgment in good  
faith shall be deemed to have fulfilled 
the duty of the director under paragraph
 7#a7 or the officer under paragraph    
7#b71 as applicable1 if the director or 
officer--  7,a7 is not interested in the
 subject of the business judgment2  7,b7
 is informed with respect to the subject
 of the business judgment to an extent  
that the director reasonably believes to
 be appropriate under the circumstances2
 and  7,c7 rationally believes that the 
business judgment is in the best        
interests of the ,united ,states        

corporation4  7d7 ,right of action  7#a7
 ,limitation on liability of corporation
 ,a ,united ,states corporation shall   
not be liable for monetary damages under
 this section for any failure of the    
,united ,states corporation to pursue or
 create a general public benefit4  7#b7 
,standing ,a proceeding to enforce the  
requirements of this section may be     
commenced or maintained only-- 7,a7     
directly by the ,united ,states         
corporation to which the proceeding     
applies2 or  7,b7 derivatively1 under   
the laws of the ,state in which the     
,united ,states corporation is          
organized1 by a person1 or a group of   
persons1 that own--  7i7 beneficially or
 of record not less than #b percent of  
the total number of shares of a class or
 series outstanding at the time of the  
act or omission that is the subject of  
the proceeding2 or  7ii7 beneficially or
 of record not less than #e percent of  
the outstanding equity interests in an  
entity of which the ,united ,states     

corporation is a subsidiary at the time 
of the act or omission that is the      
subject of the proceeding4  7#c7 ,rule  
of construction regarding beneficial    
ownership ,for the purposes of this     
subsection1 a person shall be construed 
to be the beneficial owner of shares or 
equity interests if the shares or equity
 interests are held in a voting trust or
 by a nominee on behalf of the person4  
7e7 ,application  7#a7 ,rule of         
construction regarding general corporate
 law ,nothing in this section may be    
construed to affect any provision of law
 that is applicable to a corporation1   
body corporate1 body politic1 joint     
stock company1 or limited liability     
company1 as applicable1 that is not a   
,united ,states corporation4  7#b7      
,applicability of other laws  7,a7      
,state law ,except as otherwise provided
 in this section1 the law of the ,state 
in which a ,united ,states corporation  
is organized shall apply with respect to
 the ,united ,states corporation4  7,b7 

,federal law ,if any provision of       
,federal law is inconsistent with the   
requirements of this section with       
respect to a ,united ,states            
corporation1 the requirements of this   
section shall supersede that provision4 
7#c7 ,organic records ,a provision of   
the articles of incorporation in the    
,state in which a ,united ,states       
corporation is incorporated1 if         
applicable1 or in the bylaws of a       
,united ,states corporation may not     
limit1 be inconsistent with1 or         
supersede a provision of this section4  
#f4 ,board representation  7a7          
,rulemaking ,not later than #a year     
after the date of enactment of this     
,act1 the ,securities and ,exchange     
,commission1 in consultation with the   
,national ,labor ,relations ,board1     
shall issue rules to ensure that--  7#a7
 director elections at ,united ,states  
corporations are fair and democratic2   
7#b7 employee representation is         
meaningful and appropriate1 taking into 

consideration-- 7,a7 diversity of race1 
ethnicity1 gender1 sexual orientation1  
and gender identity2 and  7,b7 the      
affiliation to historically             
underrepresented groups1 including      
veterans of the ,armed ,forces and      
individuals with disabilities2  7#c7    
covered employees that serve as a       
director of a ,united ,states           
corporation may be dismissed only for   
just cause2 and  7#d7 covered employees 
receive any disclosure required to be   
made by the ,united ,states corporation 
to shareholders under the ,securities   
and ,exchange ,act of #aicd 7#ae        
,u4,s4,c4 #gh;a et seq474  7b7 ,united  
,states corporation elections  7#a7 ,in 
general ,not less than #b_/e of the     
directors of a ,united ,states          
corporation shall be elected by the     
covered employees of the ,united ,states
 corporation using an election process  
that complies with the requirements of  
the rules issued under subsection 7a74  
7#b7 ,effective date ,paragraph 7#a7    

shall take effect on the date that is #a
 year after the date on which the       
,securities and ,exchange ,commission   
issues the rules required under         
subsection 7a74  7c7 ,enforcement  7#a7 
,securities and ,exchange ,commission   
,the ,securities and ,exchange          
,commission1 in consultation with the   
,national ,labor ,relations ,board1     
shall ensure that the elections         
described in subsection 7b77#a7 comply  
with the requirements of the rules      
issued by the ,commission under         
subsection 7a74  7#b7 ,department of    
,labor  7,a7 ,in general ,the ,secretary
 of ,labor shall coordinate with the    
,office to ensure that the              
representation of the boards of         
directors of ,united ,states            
corporations comply with the            
requirements under subsection 7b74  7,b7
 ,penalties ,if the representation with 
respect to the board of directors of a  
,united ,states corporation fails to    
comply with the requirements under      

subsection 7b7 for a period that is not 
less than #ahj consecutive days--  7i7  
the ,secretary of ,labor-- 7,i7 shall   
assess a civil money penalty against the
 ,united ,states corporation in an      
amount that is not less than #ej1jjj and
 not more than #ajj1jjj for each day    
that such representation is not in      
compliance with those requirements1     
including for each day during that      
#ahj-;day period2 and  7,,ii7 may       
collect the penalty described in        
subclause 7,i7 beginning on the day     
after the date on which that #ahj-;day  
period ends2 and  7ii7 the ,office may  
revoke the charter of the ,united       
,states corporation4  #g4 ,executive    
compensation  7a7 ,definitions ,in this 
section3  7#a7 ,covered person ,the term
 covered person means an officer or a   
director of a ,united ,states           
corporation4  7#b7 ,equity security ,the
 term equity security has the meaning   
given the term in section #c7;a7 of the 
,securities ,exchange ,act of #aicd 7#ae

 ,u4,s4,c4 #gh;c7a774  7#c7 ,rule       
#aj;b-#ah purchase ,the term ,rule      
#aj;b-#ah purchase has the meaning given
 the term in section #bdj4aj;b-#ah7;a7  
of title #ag1 ,code of ,federal         
,regulations1 as in effect on the date  
of enactment of this ,act4  7#d7        
,subject security ,the term subject     
security means any-- 7,a7 equity        
security of a ,united ,states           
corporation2 or  7,b7 security1 the     
value of which is derived from1 or that 
otherwise relates to1 an equity security
 described in subparagraph 7,a74  7b7   
,sale of subject securities  7#a7       
,prohibitions ,subject to paragraph     
7#b71 no covered person with respect to 
a ,united ,states corporation may-- 7,a7
 during the #e-year period that begins  
on the date on which the covered person 
first owns or beneficially owns a       
subject security with respect to that   
,united ,states corporation 7or an      
affiliate of that ,united ,states       
corporation71 sell1 transfer1 pledge1   

assign1 alienate1 or hypothecate1 in    
exchange for value1 that subject        
security1 other than--  7i7 in          
connection with the sale of the ,united 
,states corporation or the affiliate1 as
 applicable2 or  7ii7 through--  7,i7 a 
will2 or  7,,ii7 the laws of descent or 
distribution2 or  7,b7 during the       
#c-year period that begins on the date  
on which that ,united ,states           
corporation1 or an affiliate of that    
,united ,states corporation1 effects a  
,rule #aj;b-#ah purchase1 sell any      
subject security with respect to that   
,united ,states corporation4  7#b7      
,application ,the prohibition under     
paragraph 7#a7 shall not apply with     
respect to any subject security that a  
covered person owns or beneficially owns
 on the day before the date of enactment
 of this ,act4  7c7 ,enforcement ,the   
,securities and ,exchange ,commission   
may impose on any covered person that   
violates subsection 7b7 a civil penalty 
in an amount that is--  7#a7 not less   

than the fair market value of the       
subject securities of which the covered 
person disposes in violation of that    
subsection1 as measured on the date on  
which the covered person makes the      
disposition2 and  7#b7 not more than the
 amount that is #c times the fair market
 value of the subject securities of     
which the covered person disposes in    
violation of that subsection1 as        
measured on the date on which the       
covered person makes the disposition4   
7d7 ,rule of construction ,for the      
purposes of this section1 a subject     
security is beneficially owned by a     
covered person if-- 7#a7 the subject    
security is held in the name of a bank1 
broker1 or nominee for the account of   
the covered person2  7#b7 the subject   
security is held as a joint tenant1     
tenant in common1 or tenant by the      
entirety or as community property by the
 covered person2 or  7#c7 the covered   
person has a pecuniary interest1 by     
reason of any contract1 understanding1  

or relationship1 including an immediate 
family relationship or arrangement1 in  
subject securities held in the name of  
another person4  #h4 ,political spending
  7a7 ,definitions ,in this section3    
7#a7 ,electioneering communication ,the 
term electioneering communication has   
the meaning given the term in section   
#cjd7;f77#c7 of the ,federal ,election  
,campaign ,act of #aiga 7#eb ,u4,s4,c4  
#cjajd7;f77#c771 except that the term   
any public communication shall be       
substituted for any broadcast1 cable1 or
 satellite communication in the matter  
preceding subclause 7,i7 of subparagraph
 7,a77i7 of such section #cjd7;f77#c74  
7#b7 ,independent expenditure ,the term 
independent expenditure means an        
expenditure1 as that term is defined in 
section #cja of the ,federal ,election  
,campaign ,act of #aiga 7#eb ,u4,s4,c4  
#cjaja71 by a person that expressly     
advocates the election or defeat of a   
clearly identified candidate1 or is the 
functional equivalent of express        

advocacy because1 when taken as a whole1
 the expenditure can be interpreted by a
 reasonable person only as advocating   
the election or defeat of a candidate1  
taking into account whether the         
communication involved--  7,a7 mentions 
a candidacy1 a political party1 or a    
challenger to a candidate2 or  7,b7     
takes a position on character1          
qualifications1 or fitness for office of
 a candidate4  7#c7 ,political          
expenditure in support of or in         
opposition to any candidate for         
,federal1 ,state1 or local public office
 ,the term political expenditure in     
support of or in opposition to any      
candidate for ,federal1 ,state1 or local
 public office means an expenditure or  
series of expenditures totaling more    
than #aj1jjj for any single candidate   
during any single election that--  7,a7 
7i7 is an independent expenditure2 or   
7ii7 with respect to a candidate for    
,state or local public office1 would be 
treated as an independent expenditure if

 the candidate were a candidate for     
,federal public office2  7,b7 7i7 is an 
electioneering communication2 or  7ii7  
with respect to a candidate for ,state  
or local public office1 would be treated
 as an electioneering communication if  
the candidate were a candidate for      
,federal public office2 or  7,c7 are    
dues or other payments1 disbursements1  
or transfers to any other person that-- 
7i7 are1 or could reasonably be         
anticipated to be1 used or transferred  
to another association or organization  
for the purposes described in           
subparagraph 7,a7 or 7,b72 and  7ii7 are
 not investments or payments1           
disbursements1 or transfers made in     
commercial transactions in the ordinary 
course of any trade or business4  7b7   
,shareholder and director approval ,a   
,united ,states corporation may not make
 a political expenditure in support of  
or in opposition to any candidate for   
,federal1 ,state1 or local public office
 unless--  7#a7 not less than #ge       

percent of the shareholders of the      
corporation and not less than #ge       
percent of the directors of the         
corporation approve of the expenditure2 
and  7#b7 the approvals required under  
paragraph 7#a7 occur-- 7,a7 before the  
date on which the expenditure is made or
 obligated2 and  7,b7 after the date on 
which the shareholders and directors    
described in that paragraph have been   
informed regarding the precise nature of
 the proposed expenditure1 including--  
7i7 the amount of the proposed          
expenditure2 and  7ii7 the candidate and
 election to which the proposed         
expenditure relates4  7c7 ,enforcement  
7#a7 ,shareholder suit ,a shareholder of
 a ,united ,states corporation may bring
 a civil action in an appropriate       
district court of the ,united ,states to
 enjoin a ,united ,states corporation   
from making a political expenditure in  
support of or in opposition to any      
candidate for ,federal1 ,state1 or local
 public office that violates the        

requirements under subsection 7b74  7#b7
 ,revocation of charter ,the ,office may
 revoke the charter of a ,united ,states
 corporation that knowingly or          
repeatedly violates the requirements    
under subsection 7b74  #i4 ,petition for
 revocation of charter  7a7 ,filing of  
revocation petition ,the attorney       
general of a ,state may file a petition 
with the ,office to revoke the charter  
of a ,united ,states corporation that is
 organized in that ,state or that does  
business in that ,state4  7b7 ,timing of
 response and decision ,if a revocation 
petition is filed under subsection 7a7  
with respect to a ,united ,states       
corporation-- 7#a7 not later than #ahj  
days after the date on which the        
petition is filed1 the ,united ,states  
corporation may file a response that    
explains why revoking the charter of the
 ,united ,states corporation is not     
justified in consideration of the       
factors described in subsection 7c77#b72
 and  7#b7 the ,director shall issue a  

ruling with respect to the petition not 
later than #ahj days after the earlier  
of the date that is--  7,a7 #ahj days   
after the date on which the petition is 
filed2 or  7,b7 the date on which the   
corporation files a response under      
paragraph 7#a74  7c7 ,granting          
revocation petition  7#a7 ,in general   
,the ,director1 with the approval of the
 ,secretary of ,commerce1 and after     
consideration of the factors described  
in paragraph 7#b71 may grant a          
revocation petition that is filed under 
subsection 7a74  7#b7 ,factors ,in      
determining whether to grant a          
revocation petition under paragraph 7#a7
 with respect to a ,united ,states      
corporation1 the ,director shall        
consider whether the ,united ,states    
corporation--  7,a7 has engaged in      
repeated1 egregious1 and illegal        
misconduct that has caused significant  
harm to-- 7i7 the customers1 employees1 
shareholders1 or business partners of   
the ,united ,states corporation2 or     

7ii7 the communities in which the       
,united ,states corporation operates2   
and  7,b7 has not undertaken measures to
 address the causes of the misconduct   
described in subparagraph 7,a71 such as 
terminating the employment of any       
officer or executive of the ,united     
,states corporation who oversaw that    
misconduct4  7#c7 ,review of granting of
 petition ,a decision by the ,director  
to grant a revocation petition under    
this subsection-- 7,a7 shall be subject 
to judicial review under section #gjf of
 title #e1 ,united ,states ,code2 and   
7,b7 shall not be subject to the        
procedure for congressional disapproval 
under section #hjb of title #e1 ,united 
,states ,code4  7d7 ,revocation of      
charter ,if the ,director grants a      
revocation petition under subsection 7c7
 with respect to a ,united ,states      
corporation1 the ,office shall revoke   
the charter of that corporation1 which  
shall be effective beginning on the date
 that is #a year after the date on which

 the ,director grants the petition4  7e7
 ,rulemaking ,the ,director may issue   
any rules that are necessary to carry   
out this section4  #aj4 ,severability   
,if any provision of this ,act1 or any  
application of that provision to any    
person or circumstance1 is held to be   
invalid1 the remainder of the provisions
 of this ,act and the application of any
 such provision to any other person or  
circumstance shall not be affected4