[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 2605 Introduced in Senate (IS)]

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115th CONGRESS
  2d Session
                                S. 2605

To prohibit public companies from repurchasing their shares on the open 
                    market, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             March 22, 2018

 Ms. Baldwin (for herself, Ms. Warren, and Mr. Schatz) introduced the 
 following bill; which was read twice and referred to the Committee on 
                  Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 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 Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Reward Work Act''.

SEC. 2. PROHIBITION ON STOCK BUYBACKS ON THE OPEN MARKET.

    (a) Definitions.--In this section--
            (1) the terms ``equity security'', ``exchange'', and 
        ``issuer'' have the meanings given the terms in section 3 of 
        the Securities Exchange Act of 1934 (15 U.S.C. 78c); and
            (2) the term ``national securities exchange'' means an 
        exchange registered under section 6 of the Securities Exchange 
        Act of 1934 (15 U.S.C. 78f).
    (b) Prohibitions.--Notwithstanding any other provision of law, no 
issuer may purchase an equity security of the issuer on a national 
securities exchange.
    (c) No Force or Effect.--Section 240.10b-18 of title 17, Code of 
Federal Regulations, shall have no force or effect.
    (d) Rule of Construction.--Nothing in this section may be construed 
to affect tender offers subject to section 240.13e-4 and sections 
240.14e-1 through 240.14f-1 of title 17, Code of Federal Regulations.

SEC. 3. WORKER REPRESENTATION ON CORPORATE BOARD OF DIRECTORS.

    (a) Definitions.--In this section--
            (1) the term ``director'' has the meaning given the term in 
        section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 
        78c); and
            (2) the term ``employee'' has the meaning given the term in 
        section 2 of the National Labor Relations Act (29 U.S.C. 152).
    (b) Registration Requirements for Securities.--Section 12(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l(b)(1)) is amended by 
adding at the end the following:
            ``(4) No issuer may register securities on a national 
        exchange unless at least \1/3\ of the issuer's directors are 
        chosen by the issuing company's employees in a one-employee-
        one-vote election process.''.
    (c) Policy.--The Securities and Exchange Commission, in 
consultation with the National Labor Relations Board, shall promulgate 
regulations--
            (1) to ensure that director elections at issuing firms are 
        fair and democratic; and
            (2) to ensure that \1/3\ of an issuer's board of directors 
        will be composed of employee representatives within 2 years of 
        the date of enactment of this Act.

SEC. 4. REGULATIONS.

    The Securities and Exchange Commission shall promulgate regulations 
to direct national securities exchanges and issuers, as defined in 
section 2(a), to comply with this Act and the amendments made by this 
Act.
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