Reward Work Act

I 116TH CONGRESS 1ST SESSION H. R. 3355 To prohibit public companies from repurchasing their shares on the open market, and for other purposes. IN THE HOUSE OF REPRESENTATIVES JUNE 19, 2019 Mr. GARCI´A of Illinois (for himself, Mr. KHANNA, Ms. TLAIB, Ms. SCHA- KOWSKY, Ms. OCASIO-CORTEZ, Mr. POCAN, Mr. COHEN, Ms. JAYAPAL, Mr. CARSON of Indiana, Mr. DESAULNIER, Ms. PRESSLEY, Ms. OMAR, Ms. NORTON, and Ms. KAPTUR) introduced the following bill; which was referred to the Committee on Financial Services A BILL To prohibit public companies from repurchasing their shares on the open market, and for other purposes. Be it enacted by the Senate and House of Representa- 1 tives of the United States of America in Congress assembled, 2 SECTION 1. SHORT TITLE. 3 This Act may be cited as the ‘‘Reward Work Act’’. 4 SEC. 2. PROHIBITION ON STOCK BUYBACKS ON THE OPEN 5 MARKET. 6 (a) DEFINITIONS.—In this section— 7 (1) the terms ‘‘equity security’’, ‘‘exchange’’, 8 and ‘‘issuer’’ have the meanings given the terms in 9 VerDate Sep 11 2014 03:26 Jun 22, 2019 Jkt 089200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H3355.IH H3355 kjohnson on DSK79L0C42 with BILLS 2 •HR 3355 IH section 3 of the Securities Exchange Act of 1934 1 (15 U.S.C. 78c); and 2 (2) the term ‘‘national securities exchange’’ 3 means an exchange registered under section 6 of the 4 Securities Exchange Act of 1934 (15 U.S.C. 78f). 5 (b) PROHIBITIONS.—Notwithstanding any other pro- 6 vision of law, no issuer may purchase an equity security 7 of the issuer on a national securities exchange. 8 (c) NO FORCE OR EFFECT.—Section 240.10b–18 of 9 title 17, Code of Federal Regulations, shall have no force 10 or effect. 11 (d) RULE OF CONSTRUCTION.—Nothing in this sec- 12 tion may be construed to affect tender offers subject to 13 section 240.13e–4 and sections 240.14e–1 through 14 240.14f–1 of title 17, Code of Federal Regulations. 15 SEC. 3. WORKER REPRESENTATION ON CORPORATE BOARD 16 OF DIRECTORS. 17 (a) DEFINITIONS.—In this section— 18 (1) the term ‘‘director’’ has the meaning given 19 the term in section 3 of the Securities Exchange Act 20 of 1934 (15 U.S.C. 78c); and 21 (2) the term ‘‘employee’’ has the meaning given 22 the term in section 2 of the National Labor Rela- 23 tions Act (29 U.S.C. 152). 24 VerDate Sep 11 2014 03:26 Jun 22, 2019 Jkt 089200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H3355.IH H3355 kjohnson on DSK79L0C42 with BILLS 3 •HR 3355 IH (b) REGISTRATION REQUIREMENTS FOR SECURI- 1 TIES.—Section 12 of the Securities Exchange Act of 1934 2 (15 U.S.C. 78l) is amended by adding at the end the fol- 3 lowing: 4 ‘‘(m) No issuer may register securities on a national 5 exchange unless at least 1⁄3 of the issuer’s directors are 6 chosen by the issuing company’s employees in a one-em- 7 ployee-one-vote election process.’’. 8 (c) POLICY.—The Securities and Exchange Commis- 9 sion, in consultation with the National Labor Relations 10 Board, shall promulgate regulations— 11 (1) to ensure that director elections at issuing 12 firms are fair and democratic; and 13 (2) to ensure that 1⁄3 of an issuer’s board of di- 14 rectors will be composed of employee representatives 15 within 2 years of the date of enactment of this Act. 16 SEC. 4. REGULATIONS. 17 The Securities and Exchange Commission shall pro- 18 mulgate regulations to direct national securities exchanges 19 and issuers, as defined in section 2(a), to comply with this 20 Act and the amendments made by this Act. 21 Æ VerDate Sep 11 2014 03:26 Jun 22, 2019 Jkt 089200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6301 E:\BILLS\H3355.IH H3355 kjohnson on DSK79L0C42 with BILLS