text: SECTION 1. SHORT TITLE.
  
      This Act may be cited as the ``Economic Recovery Adjustment Act of 
  2009''.
  
  SEC. 2. FINDINGS.
  
      Congress finds that--
              (1) the deterioration of financial firms in 2008 and the 
          resulting crisis of confidence in the financial markets have 
          required broad intervention by the Federal Government in the 
          financial sector;
              (2) the Emergency Economic Stabilization Act of 2008, 
          signed by President Bush on October 3, 2008, included a 
          $700,000,000,000 Troubled Asset Relief Program (or ``TARP'') 
          for the express purpose of ``providing stability to and 
          preventing disruption in the economy and financial system'';
              (3) the investment and commercial banks and other financial 
          institutions that have received taxpayer-funded bailouts 
          perform public functions supporting the operation of the 
          economy, in addition to their private profit-making functions;
              (4) reports of billions of dollars in compensation and 
          obligations to executives have eroded public confidence in the 
          TARP, and have caused increasing opposition to other bailout 
          proposals, thereby impeding the Government's ability to address 
          the financial crisis;
              (5) participation in the TARP and any other Federal 
          Government bailout program should be conditioned on a fair 
          restructuring of executive compensation obligations;
              (6) taxpayer dollars should not support unreasonable 
          compensation to executives, particularly when in the absence of 
          taxpayer support, such compensation would be reduced as part of 
          a bankruptcy restructuring or liquidation; and
              (7) establishing a due process forum will allow the 
          Government to ensure that executive compensation relying on 
          taxpayer funds is fair and reasonable, and that all sides enjoy 
          an opportunity to be heard.
  
  SEC. 3. DEFINITIONS.
  
      In this Act, the following definitions shall apply:
              (1) Assisted entity.--The term ``assisted entity'' means 
          any recipient or applicant for assistance under the TARP.
              (2) Panel.--The term ``Panel'' means the Temporary Economic 
          Recovery Oversight Panel established under section 7.
              (3) Executive compensation.--The term ``executive 
          compensation'' means wages, salary, deferred compensation, 
          benefits, retirement arrangements, options, bonuses, office 
          fixtures, goods, or other property, travel, or entertainment, 
          vacation expenses, and any other form of compensation, 
          obligation, or expense that is not routinely provided to all 
          other employees of the assisted entity.
              (4) Office.--The term ``Office'' means the Office of the 
          Taxpayer Advocate, established under section 4.
              (5) TARP.--The terms ``TARP'' and ``TARP funds'' mean the 
          Troubled Asset Relief Program established under section 101 of 
          the Emergency Economic Stabilization Act of 2008 and funds 
          received thereunder, respectively, or pursuant to any successor 
          program.
              (6) Secretary.--The term ``Secretary'' means Secretary of 
          the Treasury.
  
  SEC. 4. TAXPAYER ADVOCATE.
  
      (a) Establishment.--There is established within the Department of 
  Justice, the Office of the Taxpayer Advocate.
      (b) Advocate.--The Office shall be headed by an Advocate, to be 
  appointed by the Attorney General of the United States for such 
  purpose.
      (c) Duties.--The Advocate is authorized to conduct ongoing audits 
  and oversight of the recipients of TARP funds with respect to 
  compensation of the officers and directors of such entities.
      (d) Access to Records.--
              (1) In general.--To the extent otherwise consistent with 
          law, the Advocate and the Office shall have access, upon 
          request, to any information, data, schedules, books, accounts, 
          financial records, reports, files, electronic communications, 
          or other papers, things, or property belonging to or in use by 
          the assisted entity and to the officers, directors, employees, 
          independent public accountants, financial advisors, and other 
          agents and representatives thereof (as related to the agent or 
          representative's activities on behalf of or under the authority 
          of the assisted entity) at such reasonable time as Office may 
          request.
              (2) Copies.--The Advocate may make and retain copies of 
          such books, accounts, and other records as the Advocate deems 
          appropriate for the purposes of this Act.
      (e) Reporting.--The Advocate shall submit quarterly reports of 
  findings under this Act to the appropriate committees of Congress, the 
  Secretary and the Special Inspector General for the TARP established 
  under the Emergency Economic Stabilization Act of 2008 on the 
  activities and performance of the Office.
      (f) Audits.--The Office is authorized to conduct an audit of any 
  assisted entity for purposes of this Act.
  
  SEC. 5. POWERS OF THE OFFICE.
  
      (a) Investigations and Evidence.--The Office may, for purposes of 
  carrying out this Act--
              (1) take depositions or other testimony, receive evidence, 
          and administer oaths; and
              (2) require, by subpoena or otherwise, the attendance and 
          testimony of witnesses and the production of books, records, 
          correspondence, memoranda, papers, and documents.
      (b) Subpoenas.--
              (1) Service.--Subpoenas issued under subsection (a)(2) may 
          be served by any person designated by the Office.
              (2) Enforcement.--
                      (A) In general.--In the case of contumacy or 
                  failure to obey a subpoena issued under subsection 
                  (a)(2), the United States district court for the 
                  judicial district in which the subpoenaed person 
                  resides, is served, or may be found, or where the 
                  subpoena is returnable, may issue an order requiring 
                  such person to appear at any designated place to 
                  testify or to produce documentary or other evidence. 
                  Any failure to obey the order of the court may be 
                  punished by the court as a contempt of that court.
                      (B) Additional enforcement.--Sections 102 through 
                  104 of the Revised Statutes of the United States (2 
                  U.S.C. 192 through 194) shall apply in the case of any 
                  failure of any witness to comply with any subpoena or 
                  to testify when summoned under the authority of this 
                  section.
      (c) Information From Federal Agencies.--The Office may secure 
  directly from any department, agency, or instrumentality of the United 
  States any information related to any inquiry of the Office conducted 
  under this Act. Each such department, agency, or instrumentality shall, 
  to the extent authorized by law, furnish such information directly to 
  the Office, upon request.
  
  SEC. 6. EXECUTIVE COMPENSATION AUTHORITY.
  
      (a) Negotiated Reductions Authorized.--The Advocate is authorized 
  to assist the Secretary in the negotiation of assistance under the 
  TARP, in order to assure that fair and reasonable executive 
  compensation is paid by entities receiving TARP funds, and to defend 
  any such agreements in the event of any challenge to the adjustments to 
  compensation obligations. If, after an audit authorized by this Act, 
  the Advocate finds reason to believe that any assisted entity would 
  have become insolvent if not for the receipt of assistance under the 
  TARP, the Advocate shall negotiate a reduction in the executive 
  compensation obligations of the assisted entity as a condition of the 
  continuing use or future receipt of such TARP assistance.
      (b) Form.--Negotiated reductions in compensation under subsection 
  (a)--
              (1) may include vested deferred compensation; and
              (2) shall be in an amount that is fair and reasonable in 
          light of the taxpayers' assistance, but not less than the 
          estimated value of the compensation obligations that would face 
          the estate or debtor-in-possession if the TARP funds had not 
          been granted and the entity had filed for bankruptcy 
          protection.
      (c) Certification to Adjustment Panel.--The Advocate shall certify 
  the findings of the Office under this section to the Panel.
  
  SEC. 7. TEMPORARY ECONOMIC RECOVERY OVERSIGHT PANEL.
  
      (a) Establishment.--There is established the Temporary Economic 
  Recovery Oversight Panel.
      (b) Makeup of Panel.--The Panel shall be comprised of 5 members, 
  appointed by the President for such purpose from among United States 
  bankruptcy court judges. The Secretary shall provide for appropriate 
  space and staff to support the functioning of the Panel.
      (c) Duties.--The Panel shall--
              (1) promptly evaluate each proposed settlement reached 
          under section 6;
              (2) approve or deny such proposed settlement; and
              (3) if no settlement is reached under section 6, upon 
          petition of the Advocate or any individual subject to the 
          actions of the Advocate under section 6, issue an order 
          establishing an executive compensation program for such 
          individuals in accordance with this section.
      (d) Notice and Hearing Required.--The Advocate shall provide 
  adequate notice to all affected persons of its intention to seek an 
  order from the Panel in accordance with this section, and the Panel 
  shall hold an evidentiary hearing on any proposed settlement or 
  petition of the Advocate.
      (e) Standing.--Under any proceeding before the Panel, any 
  individual whose compensation might be adversely affected by Panel 
  action shall be a party in interest, having full procedural rights, 
  including the right to challenge a settlement between the assisted 
  entity and the Advocate, to challenge the certified findings of the 
  Advocate, or to appeal any order of the Panel.
      (f) Appeals.--The Advocate and any party having standing before the 
  Panel shall have the right to appeal an order under this Act directly 
  to the United States Court of Appeals for the District of Columbia 
  Circuit.
      (g) Effective Period.--Any order of the Panel setting forth a 
  reduction in compensation shall be effective 6 months after 
  confirmation, and shall remain in effect while any obligation arising 
  from assistance provided under the TARP remains outstanding.
target: Economic Recovery Adjustment Act of 2009 - Establishes within the Department of Justice the Office of the Taxpayer Advocate to conduct audits and oversight of the compensation of the officers and directors of entities assisted under the Troubled Asset Relief Program (TARP).
  
  Authorizes the Advocate to assist the Secretary of the Treasury in the negotiation of TARP assistance in order to: (1) assure that fair and reasonable executive compensation is paid by entities receiving TARP funds; and (2) defend such agreements in the event of any challenge to the adjustments to compensation obligations.
  
  States that negotiated reductions in compensation under this Act: (1) may include vested deferred compensation; and (2) shall be in an amount that is fair and reasonable in light of the taxpayers' assistance, but not less than the estimated value of the compensation obligations that would face the estate or debtor-in-possession if the TARP funds had not been granted, and the entity had filed for bankruptcy protection.
  
  Requires the Advocate to negotiate a reduction in executive compensation obligations as a prerequisite to TARP assistance if, after an audit, the Advocate finds reason to believe that the assisted entity would have become insolvent if not for the receipt of TARP assistance.
  
  Establishes the Temporary Economic Recovery Oversight Panel to: (1) either approve or deny a proposed settlement; or (2) upon petition of the Advocate (or of any individual subject to the Advocate's actions), issue an order establishing an executive compensation program if no settlement is reached.
feat_title: A bill to establish the Temporary Economic Recovery Adjustment Panel to curb excessive executive compensation at firms receiving emergency economic assistance.