Accountable Capitalism Act

I 116TH CONGRESS 2D SESSION H. R. 6056 To establish the obligations of certain large business entities in the United States, and for other purposes. IN THE HOUSE OF REPRESENTATIVES MARCH 2, 2020 Mr. LUJA´N (for himself and Ms. SCHAKOWSKY) introduced the following bill; which was referred to the Committee on Energy and Commerce, and in addition to the Committees on Ways and Means, Financial Services, House Administration, and Education and Labor, for a period to be sub- sequently determined by the Speaker, in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned 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 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 2 •HR 6056 IH (1) COVERED EMPLOYEE.—The term ‘‘covered 1 employee’’— 2 (A) means— 3 (i) an individual who is— 4 (I) an employee (including an ap- 5 plicant), as defined in section 701 of 6 the Civil Rights Act of 1964 (42 7 U.S.C. 2000e); 8 (II) a State employee (including 9 an applicant), as described in section 10 304(a) of the Government Employee 11 Rights Act of 1991 (42 U.S.C. 12 2000e–16c(a)); 13 (III) a covered employee (includ- 14 ing an applicant), as defined in sec- 15 tion 101 of the Congressional Ac- 16 countability Act of 1995 (2 U.S.C. 17 1301); 18 (IV) a covered employee (includ- 19 ing an applicant), as defined in sec- 20 tion 411(c) of title 3, United States 21 Code; 22 (V) an employee, as defined in 23 section 11 of the Age Discrimination 24 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 3 •HR 6056 IH in Employment Act of 1967 (29 1 U.S.C. 630); 2 (VI) an employee, as defined in 3 section 101 of the Americans with 4 Disabilities Act of 1990 (42 U.S.C. 5 12111); 6 (VII) an employee, as described 7 in section 501(b) of the Rehabilitation 8 Act of 1973 (29 U.S.C. 791(b)); 9 (VIII) an employee, as defined in 10 section 3 of the Fair Labor Standards 11 Act of 1938 (29 U.S.C. 203); 12 (IX) an employee or applicant to 13 which section 717(a) of the Civil 14 Rights Act of 1964 (42 U.S.C. 15 2000e–16(a)) applies; or 16 (X) a person (other than an em- 17 ployer) to whom subsections (a) and 18 (b) of section 4311 of title 38, United 19 States Code, apply; and 20 (ii) an individual who is engaged by, 21 or applies for or otherwise seeks a position 22 with, a covered employer or entity, whether 23 or not the individual receives compensa- 24 tion, academic credit, or other remunera- 25 VerDate Sep 11 2014 00:05 Mar 07, 2020 Jkt 099200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 4 •HR 6056 IH tion from the covered employer or entity, 1 as— 2 (I) an independent contractor; or 3 (II) an intern, fellow, volunteer, 4 or trainee; and 5 (B) does not include a management offi- 6 cial, as defined in section 7103(a)(11) of title 5, 7 United States Code. 8 (2) COVERED EMPLOYER OR ENTITY.—The 9 term ‘‘covered employer or entity’’ means a person, 10 including an entity, regardless of business structure, 11 including organization as a legal or commercial enti- 12 ty, that is— 13 (A) an employer, as defined in section 701 14 of the Civil Rights Act of 1964; 15 (B) an entity employing a State employee 16 described in section 304(a) of the Government 17 Employee Rights Act of 1991; 18 (C) an employing office, as defined in sec- 19 tion 101 of the Congressional Accountability 20 Act of 1995; 21 (D) an employing office, as defined in sec- 22 tion 411(c) of title 3, United States Code; 23 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 5 •HR 6056 IH (E) an employer, as defined in section 11 1 of the Age Discrimination in Employment Act 2 of 1967; 3 (F) an employer, as defined in section 101 4 of the Americans with Disabilities Act of 1990; 5 (G) an entity described in section 501(b) 6 of the Rehabilitation Act of 1973 (29 U.S.C. 7 791(b)); 8 (H) an employer, as defined in section 3 of 9 the Fair Labor Standards Act of 1938; 10 (I) an entity to which section 717(a) of the 11 Civil Rights Act of 1964 applies; or 12 (J) an employer to whom subsections (a) 13 and (b) of section 4311 of title 38, United 14 States Code, apply. 15 (3) DIRECTOR.—The term ‘‘Director’’ means 16 the Director of the Office. 17 (4) LARGE ENTITY.— 18 (A) IN GENERAL.—The term ‘‘large enti- 19 ty’’ means an entity that— 20 (i) is organized under the laws of a 21 State as a corporation, body corporate, 22 body politic, joint stock company, or lim- 23 ited liability company; 24 VerDate Sep 11 2014 00:05 Mar 07, 2020 Jkt 099200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 6 •HR 6056 IH (ii) engages in interstate commerce; 1 and 2 (iii) in a taxable year, according to in- 3 formation provided by the entity to the In- 4 ternal Revenue Service, has more than 5 $1,000,000,000 in gross receipts. 6 (B) AGGREGATION RULES.—All entities 7 treated as a single employer under subsection 8 (a) or (b) of section 52 of the Internal Revenue 9 Code of 1986, or subsection (m) or (o) of sec- 10 tion 414 of such Code, shall be treated as 1 en- 11 tity for the purposes of subparagraph (A). 12 (5) OFFICE.—The term ‘‘Office’’ means the Of- 13 fice of United States Corporations established under 14 section 3. 15 (6) OFFICER.—The term ‘‘officer’’ means, with 16 respect to a United States corporation— 17 (A) the president of the United States cor- 18 poration; 19 (B) the principal operating officer of the 20 United States corporation; 21 (C) the principal accounting officer of the 22 United States corporation or, if the United 23 States corporation does not have such an ac- 24 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 7 •HR 6056 IH counting officer, the controller of the United 1 States corporation; and 2 (D) any vice president in charge of a prin- 3 cipal business unit, division, or function of the 4 United States corporation. 5 (7) STATE.—The term ‘‘State’’ means— 6 (A) each of the several States of the 7 United States; 8 (B) the District of Columbia; 9 (C) the Commonwealth of Puerto Rico; 10 (D) Guam; 11 (E) the United States Virgin Islands; 12 (F) American Samoa; and 13 (G) the Commonwealth of the Northern 14 Mariana Islands. 15 (8) UNITED STATES CORPORATION.—The term 16 ‘‘United States corporation’’ means a large entity 17 with respect to which the Office has granted a char- 18 ter under section 3. 19 SEC. 3. OFFICE OF UNITED STATES CORPORATIONS. 20 (a) ESTABLISHMENT.—There is established within 21 the Department of Commerce the Office of United States 22 Corporations. 23 (b) DIRECTOR.— 24 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00007 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 8 •HR 6056 IH (1) ESTABLISHMENT OF POSITION.—There is 1 established the position of Director of the Office, 2 who shall be the head of the Office. 3 (2) APPOINTMENT; TERM.— 4 (A) APPOINTMENT.—Except as provided in 5 subparagraph (E), the Director shall be ap- 6 pointed by the President, by and with the ad- 7 vice and consent of the Senate, from among in- 8 dividuals who are citizens of the United States. 9 (B) TERM.—The Director shall be ap- 10 pointed for a term of 4 years, unless removed 11 before the end of that term by the President. 12 (C) VACANCY.—A vacancy in the position 13 of Director that occurs before the expiration of 14 the term for which a Director was appointed 15 shall be filled in the manner established under 16 subparagraph (A), and the Director appointed 17 to fill that vacancy shall be appointed only for 18 the remainder of that term. 19 (D) SERVICE AFTER END OF TERM.—An 20 individual may serve as the Director after the 21 expiration of the term for which the individual 22 was appointed until a successor has been ap- 23 pointed. 24 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00008 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 9 •HR 6056 IH (E) INITIAL DIRECTOR.—The Secretary of 1 Commerce shall appoint an individual to serve 2 as the Director until an individual is appointed 3 to serve as the Director in accordance with sub- 4 paragraph (A). 5 (c) DUTIES.—The Office shall— 6 (1) review and grant charter applications for 7 large entities; 8 (2) monitor whether large entities have ob- 9 tained a charter in accordance with this Act; 10 (3) except as provided in paragraph (4)(B), 11 refer any violation of this Act to the appropriate 12 Federal agency for enforcement with respect to that 13 violation; and 14 (4) when appropriate— 15 (A) rescind the charters of United States 16 corporations under section 4(b); 17 (B) revoke the charters of United States 18 corporations under sections 6(c)(2)(B)(ii), 19 8(c)(2), and 9; and 20 (C) issue rules to prevent entities from 21 taking action to intentionally avoid qualifying 22 as large entities. 23 (d) DISCLOSURE OF TAXPAYER IDENTITY INFORMA- 24 TION FOR USE BY OFFICE.— 25 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00009 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 10 •HR 6056 IH (1) IN GENERAL.—Section 6103(m) of the In- 1 ternal Revenue Code of 1986 is amended by adding 2 at the end the following: 3 ‘‘(8) OFFICE OF UNITED STATES CORPORA- 4 TIONS.—Upon written request by the Director of the 5 Office of United States Corporations, the Secretary 6 shall disclose taxpayer identity information to offi- 7 cers and employees of the Office of United States 8 Corporations solely for purposes of identifying any 9 taxpayer that satisfies the requirement under section 10 2(2)(A)(iii) or 4(b) of the Accountable Capitalism 11 Act for the most recent taxable year for which infor- 12 mation is available.’’. 13 (2) EFFECTIVE DATE.—The amendment made 14 by this subsection shall take effect on the date of en- 15 actment of this Act. 16 SEC. 4. REQUIREMENT FOR LARGE ENTITIES TO OBTAIN 17 CHARTERS. 18 (a) LARGE ENTITIES.— 19 (1) IN GENERAL.—An entity that is organized 20 as a corporation, body corporate, body politic, joint 21 stock company, or limited liability company in a 22 State shall obtain a charter from the Office as fol- 23 lows: 24 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00010 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 11 •HR 6056 IH (A) If the entity is a large entity with re- 1 spect to the most recently completed taxable 2 year of the entity before the date of enactment 3 of this Act, the entity shall obtain the charter 4 not later than 2 years after the date of enact- 5 ment of this Act. 6 (B) If the entity is a large entity with re- 7 spect to any taxable year of the entity that be- 8 gins after the date of enactment of this Act, the 9 entity shall obtain the charter not later than 1 10 year after the last day of that taxable year. 11 (2) FAILURE TO OBTAIN CHARTER.—An entity 12 to which paragraph (1) applies and that fails to ob- 13 tain a charter from the Office as required under 14 that paragraph shall not be treated as a corporation, 15 body corporate, body politic, joint stock company, or 16 limited liability company, as applicable, for the pur- 17 poses of Federal law during the period beginning on 18 the date on which the entity is required to obtain a 19 charter under that paragraph and ending on the 20 date on which the entity obtains the charter. 21 (b) RESCISSIONS.— 22 (1) IN GENERAL.—An entity that has obtained 23 a charter as a United States corporation and, with 24 respect to a subsequent taxable year of the entity, 25 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00011 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 12 •HR 6056 IH is not a large entity may file a petition with the Of- 1 fice to rescind the charter of the United States cor- 2 poration. 3 (2) DETERMINATION.—Not later than 180 days 4 after the date on which the Office receives a petition 5 that an entity files under paragraph (1), the Office 6 shall grant the petition if the Office determines that 7 the entity, with respect to the most recently com- 8 pleted taxable year of the entity preceding the date 9 on which the petition was filed, was not a large enti- 10 ty. 11 SEC. 5. RESPONSIBILITIES OF UNITED STATES CORPORA- 12 TIONS. 13 (a) DEFINITIONS.—In this section: 14 (1) GENERAL PUBLIC BENEFIT.—The term 15 ‘‘general public benefit’’ means a material positive 16 impact on society resulting from the business and 17 operations of a United States corporation, when 18 taken as a whole. 19 (2) SUBSIDIARY.—The term ‘‘subsidiary’’ 20 means, with respect to a person, an entity in which 21 the person owns beneficially or of record not less 22 than 50 percent of the outstanding equity interests 23 of the entity, calculated as if all outstanding rights 24 VerDate Sep 11 2014 22:11 Mar 06, 2020 Jkt 099200 PO 00000 Frm 00012 Fmt 6652 Sfmt 6201 E:\BILLS\H6056.IH H6056 pamtmann on DSKBC07HB2PROD with BILLS 13 •HR 6056 IH to acquire equity interests in the entity had been ex- 1 ercised. 2 (b) CHARTER REQUIREMENTS.— 3 (1) IN GENERAL.—The charter of a large entity 4 that is filed with the Office shall state that the enti- 5 ty is a United States corporation. 6 (2) CORPORATE PURPOSES.—A United States 7 corporation shall have the purpose of creating a gen- 8 eral public benefit, which shall be— 9 (A) identified in the charter of the United 10 States corporation; and 11 (B) in addition to the purpose of the 12 United States corporation under the articles of 13 incorporation in the State in which the United 14 States corporation is incorporated, if applicable. 15 (c) STANDARD OF CONDUCT FOR DIRECTORS AND 16 OFFICERS.— 17 (1) CONSIDERATION OF INTERESTS.—In dis- 18 charging the duties of their respective positions, and 19 in considering the best interests of a United States 20 corporation, the board of directors, committees of 21 the board of directors, and individual directors of a 22 United States corporation— 23 Ve [Text truncated for display. 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