,,ii  #aahth ,,congress  #ast ,session  
,s4 #gij  ,,in ,,the ,,senate ,,of ,,the
 ,,united ,,states  ,march #ad1         
#bjbc,mr4 ,warner 7for himself1 ,ms4    
,warren1 and ,ms4 ,baldwin7 introduced  
the following bill2 which was read twice
 and referred to the ,committee on      
,banking1 ,housing1 and ,urban ,affairs 
,a ,,bill  ,to align executive          
compensation with sustainable value     
creation1 and for other purposes4  #a4  
,short title ,this ,act may be cited as 
the ,advancing ,long-term ,incentives   
for ,governance ,now ,act or the ,,align
 ,act4  #b4 ,restrictions on sale of    
shares following stock buybacks  7a7    
,definitions ,in this section3 7#a7     
,covered issuer ,the term covered issuer
 means an issuer1 a security of which is
 registered under subsection 7b7 or 7g7 
of section #ab of the ,securities       
,exchange ,act of #aicd 7#ae ,u4,s4,c4  
#ghl74  7#b7 ,covered person ,the term  
covered person means an executive       
officer1 as that term is defined in     

section #bdj4c;b-#g of title #ag1 ,code 
of ,federal ,regulations1 or any        
successor regulation1 with respect to a 
covered issuer4  7#c7 ,equity security2 
issuer2 security ,the terms equity      
security1 issuer1 and security have the 
meanings given the terms in section     
#c7;a7 of the ,securities ,exchange ,act
 of #aicd 7#ae ,u4,s4,c4 #gh;c7a774     
7#d7 ,share repurchase authorization    
,the term share repurchase authorization
 means an authorization by the board of 
directors of a covered issuer to        
purchase shares of the covered issuer4  
7#e7 ,subject security ,the term subject
 security means any equity security of a
 covered issuer that is awarded to a    
covered person with respect to that     
covered issuer as part of the           
compensation of that covered person4    
7b7 ,disclosure of share repurchase     
authorization  7#a7 ,in general ,not    
later than #ahj days after the date of  
enactment of this ,act1 the ,securities 
and ,exchange ,commission shall issue   

regulations to require covered issuers  
to publicly disclose a share repurchase 
authorization not later than #a business
 day after the authorization has        
occurred4  7#b7 ,contents ,in issuing   
regulations under paragraph 7#a71 the   
,securities and ,exchange ,commission   
shall ensure that each disclosure       
required under those regulations is--   
7,a7 uniform for all covered issuers2   
and  7,b7 made in a manner that-- 7i7   
maintains accuracy2 and  7ii7 reduces   
the unauthorized disclosure of          
information4  7c7 ,sale of subject      
securities  7#a7 ,prohibitions ,except  
as provided in paragraph 7#b71 no       
covered person may sell or transfer1 or 
divest an economic interest in1 any     
subject security with respect to the    
covered person1 if-- 7,a7 during the    
preceding #a-year period1 the applicable
 covered issuer was required to make a  
disclosure pursuant to the regulations  
issued under subsection 7b72 or  7,b7   
fewer than #c years have elapsed since  

the covered person was granted the      
subject security4  7#b7 ,exceptions ,the
 prohibition under paragraph 7#a7 shall 
not apply with respect to any of the    
following3 7,a7 ,any subject security   
sold or transferred by a covered person 
in connection with a change of control  
with respect to the applicable covered  
issuer1 including an affiliate of that  
covered issuer4  7,b7 ,any subject      
security sold or transferred by a       
covered person through-- 7i7 a will2 or 
7ii7 the laws of descent or             
distribution4  7,c7 ,any subject        
security that a covered person owns or  
beneficially owns1 as of the day before 
the date of enactment of this ,act4     
7,d7 ,any subject security awarded to   
the applicable covered person that is   
immediately withheld by the covered     
issuer and sold solely for the purposes 
of meeting a tax obligation of the      
covered person with respect to the      
receipt of the subject security4  7,e7  
,any sale or transfer-- 7i7 which is    

made on or after the death of the       
covered person2  7ii7 which is made on  
or after the date on which the covered  
person becomes disabled 7within the     
meaning of section #gb7m77#g7 of the    
,internal ,revenue ,code of #aihf72     
7iii7 which is made pursuant to a       
domestic relations order in settlement  
of marital property rights2  7iv7 to the
 extent the aggregate of such sales and 
transfers during any taxable year of the
 covered person does not exceed the     
qualified higher education expenses 7as 
defined in section #gb7t77#g7 of such   
,code7 of the covered person for such   
taxable year2  7v7 to the extent the    
proceeds of such sale or transfer are   
used by the covered person in the time  
and manner described in section         
#gb7t77#h7 of such ,code to pay         
qualified acquisition costs described in
 such section1 subject to the rules of  
such section including the limitation of
 subparagraph 7,b7 thereof2 or  7vi7 to 
the extent the aggregate of such sales  

and transfers during any taxable year of
 the covered person does not exceed the 
amount allowable as a deduction under   
section #bac of such ,code to the       
covered person for amounts paid during  
such taxable year for medical care      
7determined without regard to whether   
the covered person itemizes deductions  
for such taxable year74