[Congressional Record Volume 170, Number 79 (Tuesday, May 7, 2024)]
[Senate]
[Pages S3505-S3506]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




          STATEMENTS ON INTRODUCED BILLS AND JOINT RESOLUTIONS

      By Mr. DURBIN (for himself, Mr. Reed, Mr. Whitehouse, Mr. 
        Blumenthal, Mr. Sanders, Ms. Hirono, Ms. Duckworth, Mr. Van 
        Hollen, and Ms. Baldwin):
  S. 4275. A bill to amend the Internal Revenue Code of 1986 to modify 
the rules relating to inverted corporations; to the Committee on 
Finance.
  Mr. DURBIN. Madam 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. 4275

       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 ``Stop Corporate Inversions 
     Act of 2024''.

     SEC. 2. MODIFICATIONS TO RULES RELATING TO INVERTED 
                   CORPORATIONS.

       (a) In General.--Subsection (b) of section 7874 of the 
     Internal Revenue Code of 1986 is amended to read as follows:
       ``(b) Inverted Corporations Treated as Domestic 
     Corporations.--
       ``(1) In general.--Notwithstanding section 7701(a)(4), a 
     foreign corporation shall be treated for purposes of this 
     title as a domestic corporation if--
       ``(A) such corporation would be a surrogate foreign 
     corporation if subsection (a)(2) were applied by substituting 
     `80 percent' for `60 percent', or
       ``(B) such corporation is an inverted domestic corporation.
       ``(2) Inverted domestic corporation.--For purposes of this 
     subsection, a foreign corporation shall be treated as an 
     inverted domestic corporation if, pursuant to a plan (or a 
     series of related transactions)--
       ``(A) the entity completes after May 8, 2014, the direct or 
     indirect acquisition of--
       ``(i) substantially all of the properties held directly or 
     indirectly by a domestic corporation, or
       ``(ii) substantially all of the assets of, or substantially 
     all of the properties constituting a trade or business of, a 
     domestic partnership, and
       ``(B) after the acquisition, either--
       ``(i) more than 50 percent of the stock (by vote or value) 
     of the entity is held--

       ``(I) in the case of an acquisition with respect to a 
     domestic corporation, by former shareholders of the domestic 
     corporation by reason of holding stock in the domestic 
     corporation, or
       ``(II) in the case of an acquisition with respect to a 
     domestic partnership, by former partners of the domestic 
     partnership by reason of holding a capital or profits 
     interest in the domestic partnership, or

       ``(ii) the management and control of the expanded 
     affiliated group which includes the entity occurs, directly 
     or indirectly, primarily within the United States, and such 
     expanded affiliated group has significant domestic business 
     activities.
       ``(3) Exception for corporations with substantial business 
     activities in foreign country of organization.--A foreign 
     corporation described in paragraph (2) shall not be treated 
     as an inverted domestic corporation if after the acquisition 
     the expanded affiliated group which includes the entity has 
     substantial business activities in the foreign country in 
     which or under the law of which the entity is created or 
     organized when compared to the total business activities of 
     such expanded affiliated group. For purposes of subsection 
     (a)(2)(B)(iii) and the preceding sentence, the term 
     `substantial business activities' shall have the meaning 
     given such term under regulations in effect on January 18, 
     2017, except that the Secretary may issue regulations 
     increasing the threshold percent in any of the tests under 
     such regulations for determining if business activities 
     constitute substantial business activities for purposes of 
     this paragraph.
       ``(4) Management and control.--For purposes of paragraph 
     (2)(B)(ii)--
       ``(A) In general.--The Secretary shall prescribe 
     regulations for purposes of determining cases in which the 
     management and control of an expanded affiliated group is to 
     be treated as occurring, directly or indirectly, primarily 
     within the United States. The regulations prescribed under 
     the preceding sentence shall apply to periods after May 8, 
     2014.
       ``(B) Executive officers and senior management.--Such 
     regulations shall provide that the management and control of 
     an expanded affiliated group shall be treated as occurring, 
     directly or indirectly, primarily within the United States if 
     substantially all of the executive officers and senior 
     management of the expanded affiliated group who exercise day-
     to-day responsibility for making decisions involving 
     strategic, financial, and operational policies of the 
     expanded affiliated group are based or primarily located 
     within the United States. Individuals who in fact exercise 
     such day-to-day responsibilities shall be treated as 
     executive officers and senior management regardless of their 
     title.
       ``(5) Significant domestic business activities.--For 
     purposes of paragraph (2)(B)(ii), an expanded affiliated 
     group has significant domestic business activities if at 
     least 25 percent of--
       ``(A) the employees of the group are based in the United 
     States,
       ``(B) the employee compensation incurred by the group is 
     incurred with respect to employees based in the United 
     States,
       ``(C) the assets of the group are located in the United 
     States, or
       ``(D) the income of the group is derived in the United 
     States, determined in the same manner as such determinations 
     are made for purposes of determining substantial business 
     activities under regulations referred to in paragraph (3) as 
     in effect on January 18, 2017, but applied by treating all 
     references in such regulations to `foreign country' and 
     `relevant foreign country' as references to `the United 
     States'. The Secretary may issue regulations decreasing the 
     threshold percent in any of the tests under such regulations 
     for determining if business activities constitute significant 
     domestic business activities for purposes of this 
     paragraph.''.
       (b) Conforming Amendments.--
       (1) Clause (i) of section 7874(a)(2)(B) of such Code is 
     amended by striking ``after March 4, 2003,'' and inserting 
     ``after March 4, 2003, and before May 8, 2014,''.
       (2) Subsection (c) of section 7874 of such Code is 
     amended--
       (A) in paragraph (2)--
       (i) by striking ``subsection (a)(2)(B)(ii)'' and inserting 
     ``subsections (a)(2)(B)(ii) and (b)(2)(B)(i)''; and
       (ii) by inserting ``or (b)(2)(A)'' after ``(a)(2)(B)(i)'' 
     in subparagraph (B);
       (B) in paragraph (3), by inserting ``or (b)(2)(B)(i), as 
     the case may be,'' after ``(a)(2)(B)(ii)'';
       (C) in paragraph (5), by striking ``subsection 
     (a)(2)(B)(ii)'' and inserting ``subsections (a)(2)(B)(ii) and 
     (b)(2)(B)(i)''; and
       (D) in paragraph (6), by inserting ``or inverted domestic 
     corporation, as the case may be,'' after ``surrogate foreign 
     corporation''.
       (c) Effective Date.--The amendments made by this section 
     shall apply to taxable years ending after May 8, 2014.
                                 ______
                                 
      By Mr. DURBIN (for himself, Ms. Warren, Mr. Sanders, Mr. Merkley, 
        Ms. Hirono, Mr. Van Hollen, Mr. Wyden, and Mr. Blumenthal):
  S.J. Res. 77. A joint resolution proposing an amendment to the 
Constitution of the United States relative to the fundamental right to 
vote; to the Committee on the Judiciary.
  Mr. DURBIN. Madam 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.J. Res. 77

       Resolved by the Senate and House of Representatives of the 
     United States of America in Congress assembled   (two-thirds 
     of each House concurring therein), That the following article

[[Page S3506]]

     is proposed as an amendment to the Constitution of the United 
     States, which shall be valid to all intents and purposes as 
     part of the Constitution when ratified by the legislatures of 
     three-fourths of the several States:

                              ``Article --

       ``Section 1. Every citizen of the United States, who is of 
     legal voting age, shall have the fundamental right to vote in 
     any public election held in the jurisdiction in which the 
     citizen resides.
       ``Section 2. The fundamental right of citizens of the 
     United States to vote shall not be denied or abridged by the 
     United States or by any State or political subdivision within 
     a State unless such denial or abridgment is in furtherance of 
     a compelling governmental interest and is the least 
     restrictive means of furthering that compelling governmental 
     interest.
       ``Section 3. The portion of section 2 of the fourteenth 
     article of amendment to the Constitution of the United States 
     that consists of the phrase `or other crime,' is repealed.
       ``Section 4. The Congress shall have the power to enforce 
     this article and protect against any denial or abridgement of 
     the fundamental right to vote by legislation.''.

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