S. 2813: Investors Rights and Corporate Accountability Act of 2009

111th Congress · introduced 2009-11-20 · Finance and Financial Sector · Latest: Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

federal

Follow this bill, step by step

Where it came from: introduced 2009-11-20 · official record
Who proposed it: Sen. Menendez, Robert [D-NJ] · what a sponsor is
What happened next: no floor votes in our records yet. Why?
Where it stands now: Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. Not final yet: this can still change. We check for updates every day.
If it becomes law and spends money: follow the money to money laws, then agencies and contracts and grants.

What does this mean?

Official title

Investors Rights and Corporate Accountability Act of 2009

Plain summary

Investors Rights and Corporate Accountability Act of 2009 - Amends the Securities Exchange Act of 1934 (SEA) to direct the Securities and Exchange Commission (SEC) to apply to all brokers and dealers who provide investment advice to retail clients the fiduciary duty established under the Investment Advisers Act of 1940, including the duty to act solely in the best interest of the customer or client, without regard to the financial or other interest of the broker or dealer providing the advice. Requires the trier of fact to order any person who knowingly violated securities laws to reimburse an issuer (clawback) for: (1) any bonus or other incentive-based or equity-based compensation received from the issuer during the period of the violation; and (2) any profits realized by such person from the sale of securities of the issuer during the period of the violation. Amends the Sarbanes-Oxley Act of 2002 (SOX), with respect to forfeiture of certain bonuses and profits, to authorize a shareholder of an issuer to commence an action on behalf of the issuer if the chief executive officer or the chief financial officer of the issuer has not made the requisite reimbursement (for material noncompliance with any financial reporting requirement) within 90 days after an accounting restatement occurs. Amends the SEA to prescribe requirements for treating the allegations of a confidential source, in a securities fraud action, as giving rise to a strong inference that a defendant acted with the required state of mind. Prohibits specified proxy voting practices by brokers in connection with elections for membership to the board of an issuer's governing body in the absence of instructions from the security's beneficial owner regarding the specific election. Instructs the SEC to promulgate rules: (1) requiring the independence of any adviser retained by the board of directors of an issuer to advise on an executive employment contract or compensation agreement; (2) requiring such adviser to report solely to the board of directors responsible for executive compensation; and (3) prohibiting an issuer from agreeing to indemnify or limit the liability of an adviser. Amends the SEA and the Investment Advisers Act of 1940 to subject to liability for aiding and abetting any person that provides substantial assistance to another person with reckless disregard for whether the substantial assistance is in violation of either Act. Instructs the SEC to direct the national securities exchanges and national securities associations to prohibit listing any security of an issuer that is not in compliance with prohibitions against severance payments to a senior executive officer who is terminated for poor performance (golden parachute).

Congressional Research Service summary (Introduced in Senate), quoted unchanged (nonpartisan). Read the source.

What a vote does

A “Yea” vote

If it passes both chambers and is signed, it becomes law.

A “Nay” vote

If it is not passed, current law stays as it is.

PSI Sci description of the legislative step (not an opinion).

What does this mean? (plain words)

Official text

Investors Rights and Corporate Accountability Act of 2009

Source: Congressional Research Service summary (Introduced in Senate)

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Alternatives

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How did my representative vote? · This bill's floor votes

Officials and money

Sponsor: Sen. Menendez, Robert [D-NJ] · 0 cosponsors

Cost estimate: No cost estimate published yet.

No linked floor roll calls in our collected records yet. This does not mean the bill has never had a vote. Check the official bill history.

Words on this page, explained (3)

Authorization: A law that creates or continues a government program and says what it may do, often with a suggested spending ceiling. An authorization alone does not provide money; a separate appropriation does.
Rulemaking: The process agencies use to write regulations that carry out laws passed by Congress or a legislature. Usually an agency publishes a proposed rule, takes public comments, then publishes a final rule.
Securities: Financial investments that can be bought and sold, such as stocks and bonds.

Plain meanings written from linked sources. All words.

Sources

Congressional Research Service summary (Introduced in Senate)
Congress.gov
Data: GovInfo BILLSTATUS bulk data (Library of Congress), BILLSTATUS-111s2813.xml <https://www.govinfo.gov/bulkdata/BILLSTATUS/111/s>

Record fed-us-cong111-s2813 · catalog fed-us-congress-bills-cong111 · updated 2026-11-15 by psicol fed-bills-cong111