Establishes the Retirement Security Fraud Bureau in the Department of Justice.
Amends the Internal Revenue Code to: (1) treat the acquiring corporation in a corporate expatriation transaction as a domestic corporation; and (2) treat as ordinary income the unrealized built-in gain on options to acquire stock by a corporate insider of an expatriate corporation.
Provides for executive accountability, including application of the "golden parachute" excise tax to deferred compensation paid by a corporation following a major decline in its stock value, or if it declares bankruptcy.
Mandates that: (1) national securities exchanges and associations prohibit insider loans; and (2) the Securities and Exchange Commission require disgorgement of proceeds resulting from misconduct by an issuer of securities or its executive staff, and executive officer accountability.
Sets forth provisions concerning: (1) corporate governance and accuracy of investor information; (2) auditor independence; (3) industry oversight; and (4) model rules for attorneys of issuers.
Exempts registered investment companies from requirements and prohibitions of this Act regarding: (1) real-time disclosure of financial information; (2) transparency of corporate disclosures; (3) reporting on insider transactions and relationships; (4) independent directors and other corporate governance requirements; and (5) auditor oversight.
Amends the Employee Retirement Income Security Act of 1974 to establish the Office of Pension Participant Advocacy, and to prescribe procedural guidelines for: (1) pension benefits disclosures; (2) diversification requirements; (3) employee representation; (4) executive parity; (5) insurance to protect pension participants and beneficiaries; and (6) independent investment advice for participants.