[Congressional Record Volume 155, Number 91 (Wednesday, June 17, 2009)]
[Senate]
[Pages S6727-S6728]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]

      By Mr. CORKER (for himself, Mr. Warner, and Mr. Bennett):
  S. 1280. A bill to authorize the Secretary of the Treasury to 
delegate management authority over troubled assets purchased under the 
Troubled Asset Relief Program, to require the establishment of a trust 
to manage assets of certain designated TARP recipients, and for other 
purposes; to the Committee on Banking, Housing, and Urban Affairs.
  Mr. CORKER. Mr. President, I rise to speak, briefly, about a bill 
Senator Warner from Virginia and I are introducing today. The title of 
the bill is the TARP Recipient Ownership Trust Act of 2009.
  This bill intends to deal with the issue that our government finds 
itself in a position of large ownership in companies--something I think 
none of us ever imagined would be the case some time ago.
  This piece of legislation only deals with TARP recipients. But what 
it does is solve the unease in the problem that many of us have in the 
Senate and in the Congress with the fact that we have such large 
government ownerships in companies.
  What this bill would do would be to set up a trust for all TARP 
company ownership to be put in when stakes are larger than 20 percent 
of the company. What it would do is give the administration the ability 
to appoint three trustees to have a fiduciary obligation to the 
taxpayers of this country. It would be my hope that these trustees 
would be people such as Warren Buffett or Jack Welch or people similar 
to them, whom we--all of us in our country--respect and consider to 
certainly be knowledgeable market participants.
  These trustees will be paid no money. They would do this as a duty to 
our country. While their objective would be to look at these companies 
with a fiduciary responsibility to the taxpayers, they also would be 
given the direction to unload these ownerships by December 24, 2011. I 
think this would go a long way toward giving all of us more comfort 
that there was not a political agenda with any of these companies, that 
these companies were being dealt with in a way that is fair and 
appropriate to the taxpayers. I think this is something that, while it 
is not perfect, would do what is necessary to make us all feel a lot 
more comfortable about where we are.
  No. 1, we would have three neutral, well-respected businesspeople 
looking after our taxpayers' interests. Hopefully, that would shield as 
much as possible any kind of political involvement in those companies. 
Secondly, obviously, they would be given the directive to unload this 
ownership by December 24, 2011, as I have mentioned. They can come back 
at that time. If they feel, for some reason, this is not in the 
taxpayers' interest, they can come back to us at that time and seek 
additional time, should they think it is in our interest as taxpayers 
to extend that period of time.
  This is a bipartisan piece of legislation. This is not done with any 
kind of ax to grind. This legislation is being offered, truly, just to 
solve this rub we all find ourselves in, that the American citizens 
find themselves in, where we have large ownership stakes.
  Specifically, today, because of the ownership stakes that exist, the 
three companies that would be affected would be AIG, Citigroup, and, of 
course, the automobile company, General Motors. There could be 
additional companies that, through conversions to common equity, might 
be affected by this.
  I think this is a very commonsense piece of legislation that I hope 
will have broad bipartisan support.
  Mr. President, I ask unanimous consent that the text of the bill be 
printed in the Record.
  There being no objection, the text of the bill was ordered to be 
printed in the Record, as follows:

                                S. 1280

       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 ``TARP Recipient Ownership 
     Trust Act of 2009''.

     SEC. 2. AUTHORITY OF THE SECRETARY OF THE TREASURY TO 
                   DELEGATE TARP ASSET MANAGEMENT.

       Section 106(b) of the Emergency Economic Stabilization Act 
     of 2008 (12 U.S.C. 5216(b)) is amended by inserting before 
     the period at the end the following: ``, and the Secretary 
     may delegate such management authority to a private entity, 
     as the Secretary determines appropriate, with respect to any 
     entity assisted under this Act''.

     SEC. 3. CREATION OF MANAGEMENT AUTHORITY FOR DESIGNATED TARP 
                   RECIPIENTS.

       (a) Federal Assistance Limited.--Notwithstanding any 
     provision of the Emergency Economic Stabilization Act of 
     2008, or any other provision of law, no funds may be expended 
     under the Troubled Asset Relief Program, or any other 
     provision of that Act, on or after the date of enactment of 
     this Act, until the Secretary of the Treasury transfers all 
     voting, nonvoting, and common equity in any designated TARP 
     recipient to a limited liability company established by the 
     Secretary for such purpose, to be held and managed in trust 
     on behalf of the United States taxpayers.
       (b) Appointment of Trustees.--
       (1) In general.--The President shall appoint 3 independent 
     trustees to manage the equity held in the trust, separate and 
     apart from the United States Government.
       (2) Criteria.--Trustees appointed under this subsection--
       (A) may not be elected or appointed Government officials;
       (B) shall serve at the pleasure of the President, and may 
     be removed for just cause in violation of their fiduciary 
     responsibilities only; and
       (C) shall serve without compensation for their services 
     under this section.
       (c) Duties of Trust.--Pursuant to protecting the interests 
     and investment of the United States taxpayer, the trust 
     established under this section shall, with the purpose of 
     maximizing the profitability of the designated TARP 
     recipient--
       (1) exercise the voting rights of the shares of the 
     taxpayer on all core governance issues;
       (2) select the representation on the boards of directors of 
     any designated TARP recipient; and
       (3) have a fiduciary duty to the American taxpayer for the 
     maximization of the return on the investment of the taxpayer 
     made under the Emergency Economic Stabilization Act of 2008, 
     in the same manner and to the same extent that any director 
     of an issuer of securities has with respect to its

[[Page S6728]]

     shareholders under the securities laws and all applications 
     of State law.
       (d) Liquidation.--The trustees shall liquidate the trust 
     established under this section, including the assets held by 
     such trust, not later than December 24, 2011, unless the 
     trustees submit a report to Congress that liquidation would 
     not maximize the profitability of the company and the return 
     on investment to the taxpayer.

     SEC. 4. DEFINITIONS.

       As used in this Act--
       (1) the term ``designated TARP recipient'' means any entity 
     that has received, or will receive, financial assistance 
     under the Troubled Asset Relief Program or any other 
     provision of the Emergency Economic Stabilization Act of 2008 
     (Public Law 110-343), such that the Federal Government holds 
     or controls, or will hold or control at a future date, not 
     less than a 20 percent ownership stake in the company as a 
     result of such assistance;
       (2) the term ``Secretary'' means the Secretary of the 
     Treasury or the designee of the Secretary; and
       (3) the terms ``director'', ``issuer'', ``securities'', and 
     ``securities laws'' have the same meanings as in section 3 of 
     the Securities Exchange Act of 1934 (15 U.S.C. 78c).
                                 ______