,,ii #aafth ,,congress #b;d ,session ,s4 #djfg ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,june #bd1 #bjbj,mr4 ,durbin 7for himself1 ,ms4 ,duckworth1 and ,mr4 ,van ,hollen7 introduced the following bill2 which was read twice and referred to the ,committee on ,finance ,a ,,bill ,to prohibit certain assistance for inverted domestic corporations4 #a4 ,short title ,this ,act may be cited as the ,american ,assistance for ,american ,companies ,act4 #b4 ,prohibition on application of certain assistance to inverted domestic corporations 7a7 ,prohibition on use of certain tax incentives 7#a7 ,net operating loss carrybacks 7,a7 ,in general ,section #agb7;b77#a77;,d7 of the ,internal ,revenue ,code of #aihf is amended by adding at the end the following new clause3 7vi7 ,special rule for inverted domestic corporations ,clause 7i7 shall not apply to any foreign corporation for any taxable year in which such corporation is an inverted domestic corporation 7as defined in section #ggja7p77#b771 or to any member of the expanded affiliated group 7as defined in section #ghgd7;c77#a77 of such a foreign corporation1 unless such foreign corporation has made an election under section #ggja7p77#a74 4 7,b7 ,effective date ,the amendment made by this section shall take effect as if included in section #bcjc7;b7 of the ,,cares ,act4 7#b7 ,increased limitation on business interest 7,a7 ,in general ,section #afc7;j77#aj7 of the ,internal ,revenue ,code of #aihf is amended by adding at the end the following new subparagraph3 7,c7 ,special rule for inverted domestic corporations ,subparagraphs 7,a7 and 7,b7 shall not apply to any foreign corporation for any taxable year in which such corporation is an inverted domestic corporation 7as defined in section #ggja7p77#b771 or to any member of the expanded affiliated group 7as defined in section #ghgd7;c77#a77 of such a foreign corporation1 unless such foreign corporation has made an election under section #ggja7p77#a74 4 7,b7 ,effective date ,the amendment made by this section shall take effect as if included in section #bcjf of the ,,cares ,act4 7#c7 ,federal reserve emergency lending facilities 7,a7 ,in general ,no inverted domestic corporation1 as defined in section #ggja7p77#b7 of the ,internal ,revenue ,code of #aihf1 or any member of the expanded affiliated group 7as defined in section #ghgd7;c77#a7 of such ,code7 of such inverted domestic corporation1 may participate in any program or facility established by the ,board of ,governors of the ,federal ,reserve ,system under the authority of section #ac7c7 of the ,federal ,reserve ,act 7#ab ,u4,s4,c4 #cdc7 and with funding authorized under section #djjc of the ,,cares ,act 7,public ,law #aaf-acf71 including the ,primary ,market ,corporate ,credit ,facility and the ,secondary ,market ,corporate ,credit ,facility4 7,b7 ,exception ,subparagraph 7,a7 shall not apply if the inverted domestic corporation makes an election under section #ggja7p77#a7 of the ,internal ,revenue ,code of #aihf4 7,c7 ,applicability ,this paragraph shall apply to participation in any program or facility described in subparagraph 7,a7 established before1 on1 or after the date of enactment of this ,act4 7b7 ,election ,to treat inverted domestic corporations as domestic corporations 7#a7 ,inverted domestic corporations ,section #ggja of the ,internal ,revenue ,code of #aihf is amended by redesignating subsection 7p7 as subsection 7q7 and by inserting after subsection 7o7 the following new subsection3 7p7 ,inverted domestic corporations 7#a7 ,election to be treated as a domestic corporation 7,a7 ,in general ,notwithstanding paragraphs 7#d7 and 7#e7 of subsection 7a71 an inverted domestic corporation may elect to be treated as a domestic corporation for taxable years beginning with the last taxable year which begins before ,january #a1 #bjah4 7,b7 ,election ,an election under this subsection-- 7i7 shall be made not later than #cj days after the date of the enactment of this subsection1 and 7ii7 once made1 shall be irrevocable4 7,c7 ,time for filing returns and payment of taxes ,notwithstanding sections #fjgb and #faea1 any return for any taxable year ending before the date described in subparagraph 7,b77i71 and any payment of taxes or penalties1 shall not be considered due before ,january #a1 #bjba4 7#b7 ,inverted domestic corporation ,for purposes of this subsection1 the term inverted domestic corporation means any foreign corporation which1 pursuant to a plan 7or a series of related transactions7-- 7,a7 completes after ,march #d1 #bjjc1 the direct or indirect acquisition of-- 7i7 substantially all of the properties held directly or indirectly by a domestic corporation1 or 7ii7 substantially all of the assets of1 or substantially all of the properties constituting a trade or business of1 a domestic partnership1 and 7,b7 after the acquisition1 either-- 7i7 more than #ej percent of the stock 7by vote or value7 of the corporation is held-- 7,i7 in the case of an acquisition with respect to a domestic corporation1 by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation1 or 7,,ii7 in the case of an acquisition with respect to a domestic partnership1 by former partners of the domestic partnership by reason of holding a capital or profits interest in the domestic partnership1 or 7ii7 the management and control of the expanded affiliated group which includes the corporation occurs1 directly or indirectly1 primarily within the ,united ,states1 and such expanded affiliated group has significant domestic business activities4 7#c7 ,exception for corporations with substantial business activities in foreign country of organization ,such term shall not include a foreign corporation described in paragraph 7#b7 if after the acquisition the expanded affiliated group which includes the corporation has substantial business activities in the foreign country in which or under the law of which the corporation is created or organized when compared to the total business activities of such expanded affiliated group4 ,for purposes of the preceding sentence1 the term substantial business activities shall have the meaning given such term under regulations in effect on ,january #ah1 #bjag1 except that the ,secretary may issue regulations increasing the threshold percent in any of the tests under such regulations for determining if business activities constitute substantial business activities for purposes of this paragraph4 7#d7 ,management and control ,for purposes of paragraph 7#b77;,b77ii7-- 7,a7 ,in general ,the ,secretary shall prescribe regulations for purposes of determining cases in which the management and control of an expanded affiliated group is to be treated as occurring1 directly or indirectly1 primarily within the ,united ,states4 ,the regulations prescribed under the preceding sentence shall apply to periods after ,march #d1 #bjjc4 7,b7 ,executive officers and senior management ,such regulations shall provide that the management and control of an expanded affiliated group shall be treated as occurring1 directly or indirectly1 primarily within the ,united ,states if substantially all of the executive officers and senior management of the expanded affiliated group who exercise day-to-day responsibility for making decisions involving strategic1 financial1 and operational policies of the expanded affiliated group are based or primarily located within the ,united ,states4 ,individuals who in fact exercise such day-to-day responsibilities shall be treated as executive officers and senior management regardless of their title4 7#e7 ,significant domestic business activities ,for purposes of paragraph 7#b77;,b77ii71 an expanded affiliated group has significant domestic business activities if at least #be percent of-- 7,a7 the employees of the group are based in the ,united ,states1 7,b7 the employee compensation incurred by the group is incurred with respect to employees based in the ,united ,states1 7,c7 the assets of the group are located in the ,united ,states1 or 7,d7 the income of the group is derived in the ,united ,states1 determined in the same manner as such determinations are made for purposes of determining substantial business activities under regulations referred to in paragraph 7#c7 as in effect on ,january #ah1 #bjag1 but applied by treating all references in such regulations to foreign country and relevant foreign country as references to the ,united ,states4 ,the ,secretary may issue regulations decreasing the threshold percent in any of the tests under such regulations for determining if business activities constitute significant domestic business activities for purposes of this paragraph4 7#f7 ,definitions and other rules 7,a7 ,expanded affiliated group ,the term expanded affiliated group has the meaning give such term under section #ghgd7;c77#a74 7,b7 ,other rules ,rules similar to the rules of paragraphs 7#b71 7#c71 7#e71 and 7#f7 of section #ghgd7;c7 shall apply for purposes of this subsection4 4