[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5860 Introduced in House (IH)]

112th CONGRESS
  2d Session
                                H. R. 5860

  To prohibit individuals from insuring against possible losses from 
 having to repay illegally-received compensation or from having to pay 
                civil penalties, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                              May 30, 2012

Mr. Frank of Massachusetts (for himself, Mr. Waxman, and Mr. Peterson) 
 introduced the following bill; which was referred to the Committee on 
 Financial Services, and in addition to the Committee on Agriculture, 
for a period to be subsequently determined by the Speaker, in each case 
for consideration of such provisions as fall within the jurisdiction of 
                        the committee concerned

_______________________________________________________________________

                                 A BILL


 
  To prohibit individuals from insuring against possible losses from 
 having to repay illegally-received compensation or from having to pay 
                civil penalties, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Executive Compensation Clawback Full 
Enforcement Act''.

SEC. 2. NO AVOIDANCE OF PERSONAL LIABILITY.

    (a) In General.--An officer, director, employee, or other 
institution-affiliated party of a depository institution, depository 
institution holding company, or nonbank financial company who is 
required by a Federal financial regulatory law that provides for 
personal liability, or any rule or order promulgated by a Federal 
financial regulatory agency thereunder, to repay previously earned 
compensation or pay a civil money penalty--
            (1) shall be personally liable for the amounts so owed; and
            (2) may not, directly or indirectly, insure or hedge 
        against, or otherwise transfer the risks associated with, 
        personal liability for the amounts so owed.
    (b) Rule of Construction.--Subsection (a) shall not preclude a 
person from--
            (1) being provided funds necessary to defend against a 
        previously earned compensation recovery or civil money penalty 
        described under subsection (a)--
                    (A) from the relevant depository institution, 
                depository institution holding company, or nonbank 
                financial company;
                    (B) under an insurance policy; or
                    (C) pursuant to court order; or
            (2) obtaining insurance that protects such person from 
        being held personally liable for--
                    (A) penalties, judgments, or other amounts assessed 
                against a depository institution, depository 
                institution holding company, or nonbank financial 
                company at the company level; or
                    (B) unintentional outcomes associated with the 
                ordinary exercise of trade or business judgment, unless 
                the effects of such judgment result in personal 
                liability under a Federal financial regulatory law that 
                provides for personal liability.
    (c) Application to Foreign Nonbank Financial Companies.--Subsection 
(a) shall only apply to an officer, director, employee, or other 
institution-affiliated party of a foreign nonbank financial company to 
the extent that such officer, director, employee, or other institution-
affiliated party is based in the United States.
    (d) Definitions.--For purposes of this Act:
            (1) Compensation.--The term ``compensation'' means anything 
        of value, regardless of the form in which provided, that is 
        given by a depository institution, depository institution 
        holding company, or nonbank financial company to an officer, 
        director, employee, or other institution-affiliated party in 
        return for that individual's service to such entity.
            (2) Depository institution.--The term ``depository 
        institution'' has the meaning given such term under section 3 
        of the Federal Deposit Insurance Act (12 U.S.C. 1813).
            (3) Depository institution holding company.--The term 
        ``depository institution holding company'' means--
                    (A) a bank holding company, as defined under 
                section 102 of the Dodd-Frank Wall Street Reform and 
                Consumer Protection Act (12 U.S.C. 5311); and
                    (B) a savings and loan holding company, as defined 
                under section 10 of the Home Owners' Loan Act (12 
                U.S.C. 1467a).
            (4) Federal financial regulatory agency.--The term 
        ``Federal financial regulatory agency'' means--
                    (A) the Board of Governors of the Federal Reserve 
                System;
                    (B) the Bureau of Consumer Financial Protection;
                    (C) the Commodity Futures Trading Commission;
                    (D) the Federal Deposit Insurance Corporation;
                    (E) the Federal Housing Finance Agency;
                    (F) the Federal Trade Commission, to the extent the 
                Commission exercises authority over a depository 
                institution, depository institution holding company, or 
                nonbank financial company;
                    (G) the Office of the Comptroller of the Currency; 
                and
                    (H) the Securities and Exchange Commission.
            (5) Federal financial regulatory law.--The term ``Federal 
        financial regulatory law'' means--
                    (A) the Bank Holding Company Act of 1956;
                    (B) the Commodity Exchange Act;
                    (C) the Dodd-Frank Wall Street Reform and Consumer 
                Protection Act;
                    (D) section 111 of the Emergency Economic 
                Stabilization Act of 2008;
                    (E) the Federal Deposit Insurance Act;
                    (F) the Federal Home Loan Bank Act;
                    (G) the Federal Home Loan Mortgage Corporation Act;
                    (H) the Federal Housing Enterprises Financial 
                Safety and Soundness Act of 1992;
                    (I) the Federal National Mortgage Association 
                Charter Act;
                    (J) the Federal Trade Commission Act, to the extent 
                such Act applies to depository institutions, depository 
                institution holding companies, or nonbank financial 
                companies;
                    (K) the Gramm-Leach-Bliley Act;
                    (L) the Home Owners' Loan Act;
                    (M) the Housing and Economic Recovery Act of 2008;
                    (N) the International Banking Act of 1978;
                    (O) the International Lending Supervision Act of 
                1983;
                    (P) title LXII of the Revised Statutes of the 
                United States; and
                    (Q) the securities laws (as defined under section 
                3(a) of the Securities Exchange Act of 1934), to the 
                extent such laws apply to depository institutions, 
                depository institution holding companies, or nonbank 
                financial companies.
            (6) Federal financial regulatory law that provides for 
        personal liability.--The term ``Federal financial regulatory 
        law that provides for personal liability'' means any provision 
        of a Federal financial regulatory law that--
                    (A) directly requires recovery of compensation 
                previously paid to, or directly requires assessment of 
                a civil money penalty against, a director, officer, 
                employee, or other institution-affiliated party of a 
                depository institution, depository institution holding 
                company, or nonbank financial company; or
                    (B) authorizes a Federal financial regulatory 
                agency to require, by rule or order, recovery of 
                compensation previously paid to, or assess a civil 
                money penalty against, a director, officer, employee, 
                or other institution-affiliated party of a depository 
                institution, depository institution holding company, or 
                nonbank financial company.
            (7) Institution-affiliated party.--The term ``institution-
        affiliated party''--
                    (A) has the meaning given such term under 
                subsection (u) of section 3 of the Federal Deposit 
                Insurance Act (12 U.S.C. 1813); and
                    (B) shall apply with respect to a depository 
                institution, depository institution holding company, 
                and nonbank financial company to the same extent as 
                such subsection applies to an insured depository 
                institution.
            (8) Nonbank financial company.--The term ``nonbank 
        financial company'' means--
                    (A) a nonbank financial company, as defined under 
                section 102 of the Dodd-Frank Wall Street Reform and 
                Consumer Protection Act (12 U.S.C. 5311);
                    (B) the Federal National Mortgage Association;
                    (C) the Federal Home Loan Mortgage Corporation; and
                    (D) the Federal Home Loan Banks.
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