Accountable Capitalism Act

II 116TH CONGRESS 2D SESSION S. 3215 To establish the obligations of certain large business entities in the United States, and for other purposes. IN THE SENATE OF THE UNITED STATES JANUARY 16, 2020 Ms. WARREN introduced the following bill; which was read twice and referred to the Committee on Commerce, Science, and Transportation A BILL To establish the obligations of certain large business entities in the United States, 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 ‘‘Accountable Cap- 4 italism Act’’. 5 SEC. 2. DEFINITIONS. 6 In this Act: 7 (1) COVERED EMPLOYEE.—The term ‘‘covered 8 employee’’— 9 (A) means— 10 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 2 •S 3215 IS (i) an individual who is— 1 (I) an employee (including an ap- 2 plicant), as defined in section 701 of 3 the Civil Rights Act of 1964 (42 4 U.S.C. 2000e); 5 (II) a State employee (including 6 an applicant), as described in section 7 304(a) of the Government Employee 8 Rights Act of 1991 (42 U.S.C. 9 2000e–16c(a)); 10 (III) a covered employee (includ- 11 ing an applicant), as defined in sec- 12 tion 101 of the Congressional Ac- 13 countability Act of 1995 (2 U.S.C. 14 1301); 15 (IV) a covered employee (includ- 16 ing an applicant), as defined in sec- 17 tion 411(c) of title 3, United States 18 Code; 19 (V) an employee, as defined in 20 section 11 of the Age Discrimination 21 in Employment Act of 1967 (29 22 U.S.C. 630); 23 (VI) an employee, as defined in 24 section 101 of the Americans with 25 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 3 •S 3215 IS Disabilities Act of 1990 (42 U.S.C. 1 12111); 2 (VII) an employee, as described 3 in section 501(b) of the Rehabilitation 4 Act of 1973 (29 U.S.C. 791(b)); 5 (VIII) an employee, as defined in 6 section 3 of the Fair Labor Standards 7 Act of 1938 (29 U.S.C. 203); 8 (IX) an employee or applicant to 9 which section 717(a) of the Civil 10 Rights Act of 1964 (42 U.S.C. 11 2000e–16(a)) applies; or 12 (X) a person (other than an em- 13 ployer) to whom subsections (a) and 14 (b) of section 4311 of title 38, United 15 States Code, apply; and 16 (ii) an individual who is engaged by, 17 or applies for or otherwise seeks a position 18 with, a covered employer or entity, whether 19 or not the individual receives compensa- 20 tion, academic credit, or other remunera- 21 tion from the covered employer or entity, 22 as— 23 (I) an independent contractor; or 24 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 4 •S 3215 IS (II) an intern, fellow, volunteer, 1 or trainee; and 2 (B) does not include a management offi- 3 cial, as defined in section 7103(a)(11) of title 5, 4 United States Code. 5 (2) COVERED EMPLOYER OR ENTITY.—The 6 term ‘‘covered employer or entity’’ means a person, 7 including an entity, regardless of business structure, 8 including organization as a legal or commercial enti- 9 ty, that is— 10 (A) an employer, as defined in section 701 11 of the Civil Rights Act of 1964; 12 (B) an entity employing a State employee 13 described in section 304(a) of the Government 14 Employee Rights Act of 1991; 15 (C) an employing office, as defined in sec- 16 tion 101 of the Congressional Accountability 17 Act of 1995; 18 (D) an employing office, as defined in sec- 19 tion 411(c) of title 3, United States Code; 20 (E) an employer, as defined in section 11 21 of the Age Discrimination in Employment Act 22 of 1967; 23 (F) an employer, as defined in section 101 24 of the Americans with Disabilities Act of 1990; 25 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 5 •S 3215 IS (G) an entity described in section 501(b) 1 of the Rehabilitation Act of 1973 (29 U.S.C. 2 791(b)); 3 (H) an employer, as defined in section 3 of 4 the Fair Labor Standards Act of 1938; 5 (I) an entity to which section 717(a) of the 6 Civil Rights Act of 1964 applies; or 7 (J) an employer to whom subsections (a) 8 and (b) of section 4311 of title 38, United 9 States Code, apply. 10 (3) DIRECTOR.—The term ‘‘Director’’ means 11 the Director of the Office. 12 (4) LARGE ENTITY.— 13 (A) IN GENERAL.—The term ‘‘large enti- 14 ty’’ means an entity that— 15 (i) is organized under the laws of a 16 State as a corporation, body corporate, 17 body politic, joint stock company, or lim- 18 ited liability company; 19 (ii) engages in interstate commerce; 20 and 21 (iii) in a taxable year, according to in- 22 formation provided by the entity to the In- 23 ternal Revenue Service, has more than 24 $1,000,000,000 in gross receipts. 25 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 6 •S 3215 IS (B) AGGREGATION RULES.—All entities 1 treated as a single employer under subsection 2 (a) or (b) of section 52 of the Internal Revenue 3 Code of 1986, or subsection (m) or (o) of sec- 4 tion 414 of such Code, shall be treated as 1 en- 5 tity for the purposes of subparagraph (A). 6 (5) OFFICE.—The term ‘‘Office’’ means the Of- 7 fice of United States Corporations established under 8 section 3. 9 (6) OFFICER.—The term ‘‘officer’’ means, with 10 respect to a United States corporation— 11 (A) the president of the United States cor- 12 poration; 13 (B) the principal operating officer of the 14 United States corporation; 15 (C) the principal accounting officer of the 16 United States corporation or, if the United 17 States corporation does not have such an ac- 18 counting officer, the controller of the United 19 States corporation; and 20 (D) any vice president in charge of a prin- 21 cipal business unit, division, or function of the 22 United States corporation. 23 (7) STATE.—The term ‘‘State’’ means— 24 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 7 •S 3215 IS (A) each of the several States of the 1 United States; 2 (B) the District of Columbia; 3 (C) the Commonwealth of Puerto Rico; 4 (D) Guam; 5 (E) the United States Virgin Islands; 6 (F) American Samoa; and 7 (G) the Commonwealth of the Northern 8 Mariana Islands. 9 (8) UNITED STATES CORPORATION.—The term 10 ‘‘United States corporation’’ means a large entity 11 with respect to which the Office has granted a char- 12 ter under section 3. 13 SEC. 3. OFFICE OF UNITED STATES CORPORATIONS. 14 (a) ESTABLISHMENT.—There is established within 15 the Department of Commerce the Office of United States 16 Corporations. 17 (b) DIRECTOR.— 18 (1) ESTABLISHMENT OF POSITION.—There is 19 established the position of Director of the Office, 20 who shall be the head of the Office. 21 (2) APPOINTMENT; TERM.— 22 (A) APPOINTMENT.—Except as provided in 23 subparagraph (E), the Director shall be ap- 24 pointed by the President, by and with the ad- 25 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00007 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 8 •S 3215 IS vice and consent of the Senate, from among in- 1 dividuals who are citizens of the United States. 2 (B) TERM.—The Director shall be ap- 3 pointed for a term of 4 years, unless removed 4 before the end of that term by the President. 5 (C) VACANCY.—A vacancy in the position 6 of Director that occurs before the expiration of 7 the term for which a Director was appointed 8 shall be filled in the manner established under 9 subparagraph (A), and the Director appointed 10 to fill that vacancy shall be appointed only for 11 the remainder of that term. 12 (D) SERVICE AFTER END OF TERM.—An 13 individual may serve as the Director after the 14 expiration of the term for which the individual 15 was appointed until a successor has been ap- 16 pointed. 17 (E) INITIAL DIRECTOR.—The Secretary of 18 Commerce shall appoint an individual to serve 19 as the Director until an individual is appointed 20 to serve as the Director in accordance with sub- 21 paragraph (A). 22 (c) DUTIES.—The Office shall— 23 (1) review and grant charter applications for 24 large entities; 25 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00008 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 9 •S 3215 IS (2) monitor whether large entities have ob- 1 tained a charter in accordance with this Act; 2 (3) except as provided in paragraph (4)(B), 3 refer any violation of this Act to the appropriate 4 Federal agency for enforcement with respect to that 5 violation; and 6 (4) when appropriate— 7 (A) rescind the charters of United States 8 corporations under section 4(b); 9 (B) revoke the charters of United States 10 corporations under sections 6(c)(2)(B)(ii), 11 8(c)(2), and 9; and 12 (C) issue rules to prevent entities from 13 taking action to intentionally avoid qualifying 14 as large entities. 15 (d) DISCLOSURE OF TAXPAYER IDENTITY INFORMA- 16 TION FOR USE BY OFFICE.— 17 (1) IN GENERAL.—Section 6103(m) of the In- 18 ternal Revenue Code of 1986 is amended by adding 19 at the end the following: 20 ‘‘(8) OFFICE OF UNITED STATES CORPORA- 21 TIONS.—Upon written request by the Director of the 22 Office of United States Corporations, the Secretary 23 shall disclose taxpayer identity information to offi- 24 cers and employees of the Office of United States 25 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00009 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 10 •S 3215 IS Corporations solely for purposes of identifying any 1 taxpayer that satisfies the requirement under section 2 2(2)(A)(iii) or 4(b) of the Accountable Capitalism 3 Act for the most recent taxable year for which infor- 4 mation is available.’’. 5 (2) EFFECTIVE DATE.—The amendment made 6 by this subsection shall take effect on the date of en- 7 actment of this Act. 8 SEC. 4. REQUIREMENT FOR LARGE ENTITIES TO OBTAIN 9 CHARTERS. 10 (a) LARGE ENTITIES.— 11 (1) IN GENERAL.—An entity that is organized 12 as a corporation, body corporate, body politic, joint 13 stock company, or limited liability company in a 14 State shall obtain a charter from the Office as fol- 15 lows: 16 (A) If the entity is a large entity with re- 17 spect to the most recently completed taxable 18 year of the entity before the date of enactment 19 of this Act, the entity shall obtain the charter 20 not later than 2 years after the date of enact- 21 ment of this Act. 22 (B) If the entity is a large entity with re- 23 spect to any taxable year of the entity that be- 24 gins after the date of enactment of this Act, the 25 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00010 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 11 •S 3215 IS entity shall obtain the charter not later than 1 1 year after the last day of that taxable year. 2 (2) FAILURE TO OBTAIN CHARTER.—An entity 3 to which paragraph (1) applies and that fails to ob- 4 tain a charter from the Office as required under 5 that paragraph shall not be treated as a corporation, 6 body corporate, body politic, joint-stock company, or 7 limited liability company, as applicable, for the pur- 8 poses of Federal law during the period beginning on 9 the date on which the entity is required to obtain a 10 charter under that paragraph and ending on the 11 date on which the entity obtains the charter. 12 (b) RESCISSIONS.— 13 (1) IN GENERAL.—An entity that has obtained 14 a charter as a United States corporation and, with 15 respect to a subsequent taxable year of the entity, 16 is not a large entity may file a petition with the Of- 17 fice to rescind the charter of the United States cor- 18 poration. 19 (2) DETERMINATION.—Not later than 180 days 20 after the date on which the Office receives a petition 21 that an entity files under paragraph (1), the Office 22 shall grant the petition if the Office determines that 23 the entity, with respect to the most recently com- 24 pleted taxable year of the entity preceding the date 25 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00011 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 12 •S 3215 IS on which the petition was filed, was not a large enti- 1 ty. 2 SEC. 5. RESPONSIBILITIES OF UNITED STATES CORPORA- 3 TIONS. 4 (a) DEFINITIONS.—In this section: 5 (1) GENERAL PUBLIC BENEFIT.—The term 6 ‘‘general public benefit’’ means a material positive 7 impact on society resulting from the business and 8 operations of a United States corporation, when 9 taken as a whole. 10 (2) SUBSIDIARY.—The term ‘‘subsidiary’’ 11 means, with respect to a person, an entity in which 12 the person owns beneficially or of record not less 13 than 50 percent of the outstanding equity interests 14 of the entity, calculated as if all outstanding rights 15 to acquire equity interests in the entity had been ex- 16 ercised. 17 (b) CHARTER REQUIREMENTS.— 18 (1) IN GENERAL.—The charter of a large entity 19 that is filed with the Office shall state that the enti- 20 ty is a United States corporation. 21 (2) CORPORATE PURPOSES.—A United States 22 corporation shall have the purpose of creating a gen- 23 eral public benefit, which shall be— 24 VerDate Sep 11 2014 19:29 Jan 17, 2020 Jkt 099200 PO 00000 Frm 00012 Fmt 6652 Sfmt 6201 E:\BILLS\S3215.IS S3215 pamtmann on DSKBC07HB2PROD with BILLS 13 •S 3215 IS (A) identified in the charter of the United 1 States corporation; and 2 (B) in addition to the purpose of the 3 United States corporation under the articles of 4 incorporation in the State in which the United 5 States corporation is incorporated, if applicable. 6 (c) STANDARD OF CONDUCT FOR DIRECTORS AND 7 OFFICERS.— 8 (1) CONSIDERATION OF INTERESTS.—In dis- 9 charging the duties of their respective positions, and 10 in considering the best interests of a United States 11 corporation, the board of directors, committees of 12 the board of directors, and individual directors of a 13 United States corporation— 14 (A) shall manage or direct the business 15 and affairs of the United States corporation in 16 a manner that— 17 (i) seeks to create a general public 18 benefit; and 19 (ii) balances the pecuniary interests of 20 the shareholders of the United States cor- 21 poration with the best interests of person [Text truncated for display. 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