S5333-118

Introduced

To subject certain private funds to joint and several liability with respect to the liabilities of firms acquired and controlled by those funds, and for other purposes.

118th Congress Introduced Nov 18, 2024

Analysis under review: This bill has generated analysis that may be too generic or incomplete. Clause-level evidence remains available below.

Summary

What This Bill Does

The Stop Wall Street Looting Act fundamentally reforms how private equity funds operate in the United States. It makes private equity funds and their managers jointly liable for the debts of companies they acquire, limits their ability to extract wealth through dividends and fees, and closes tax loopholes that allow fund managers to pay lower tax rates on their compensation.

Who Benefits and How

Workers benefit through stronger protections: they get higher priority for unpaid wages (up to $20,000) and severance in bankruptcy, are protected from permanent replacement during strikes, and gain 90-day advance notice before layoffs. Pension fund investors benefit from new fiduciary duties requiring private funds to act in their interest and disclose fees, returns, and conflicts of interest. Consumers benefit from protections for gift cards in retail bankruptcies.

Who Bears the Burden and How

Private equity fund managers face the most significant new obligations: they become personally liable for debts of companies they acquire, cannot extract dividends for 4 years post-acquisition, must pay a 100% surtax on fees extracted from struggling companies, and lose favorable carried interest tax treatment (now taxed as ordinary income). REITs in healthcare can no longer use certain tax benefits when owning nursing homes or hospitals. Executives of bankrupt companies face limits on bonuses and golden parachutes.

Key Provisions

  • Private funds and their holders become jointly liable for all debts of companies they control
  • 4-year moratorium on dividends and distributions after acquiring a company
  • Carried interest taxed as ordinary income instead of capital gains
  • Employee wages get priority up to $20,000 in bankruptcy (up from $10,000)
  • Ban on permanent replacement of striking workers
  • Mandatory disclosure of fees, returns, and political spending by private funds

Evidence Chain:

This summary is generated from the full bill text using AI analysis. Expand "Detailed Analysis" below for identified beneficiaries/burden bearers.

At a Glance

What This Bill Does

Regulates private equity funds to protect workers, investors, and communities by imposing joint liability on private funds for target company debts, limiting wealth extraction, strengthening bankruptcy protections for employees, closing tax loopholes, and requiring greater transparency.

Key Policy Areas

Finance, Labor, Bankruptcy, Taxation, Securities Regulation, Healthcare

Primary Purpose

Regulates private equity funds to protect workers, investors, and communities by imposing joint liability on private funds for target company debts, limiting wealth extraction, strengthening bankruptcy protections for employees, closing tax loopholes, and requiring greater transparency.

Policy Domains

Finance Labor Bankruptcy Taxation Securities Regulation Healthcare

Title I - Liability

Identified Gains
Contextual inference, no direct clause citation
  • Workers of PE-owned companies
  • Creditors of PE-owned companies
  • Pension funds with PE investments
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Identified Costs
Contextual inference, no direct clause citation
  • Private equity funds
  • Private equity fund managers
  • Holders of active interests in private funds
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Title V - Disclosure Requirements

Identified Gains
Contextual inference, no direct clause citation
  • Pension fund investors
  • Potential private fund investors
  • Regulators
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Identified Costs
Contextual inference, no direct clause citation
  • Private equity funds
  • Investment advisers
  • Private credit funds
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Title II - Target Firm Protections

Identified Gains
Contextual inference, no direct clause citation
  • Workers at PE-owned companies
  • Healthcare patients and workers
  • Communities served by PE-owned businesses
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Identified Costs
Contextual inference, no direct clause citation
  • Private equity funds
  • REITs in healthcare
  • Investment advisers
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Title IV - Tax Law Amendments

Identified Gains
Contextual inference, no direct clause citation
  • Federal government (increased revenue)
  • Ordinary workers (tax fairness)
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Identified Costs
Contextual inference, no direct clause citation
  • Private equity fund managers
  • Hedge fund managers
  • Investment advisers
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Title VI - Risk Retention

Identified Gains
Contextual inference, no direct clause citation
  • Investors in CLOs
  • Financial system stability
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Identified Costs
Contextual inference, no direct clause citation
  • CLO managers
  • Securitization sponsors
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Title III - Bankruptcy Law Amendments

Identified Gains
Contextual inference, no direct clause citation
  • Workers in bankruptcy proceedings
  • Gift card holders
  • Commercial landlords
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Identified Costs
Contextual inference, no direct clause citation
  • Corporate executives
  • Bankruptcy consultants
  • Senior creditors
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Title VII - Miscellaneous

Identified Gains
Contextual inference, no direct clause citation
  • Enforcement agencies
  • Intended beneficiaries of other titles
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Identified Costs
Contextual inference, no direct clause citation
  • Entities attempting to evade the Act
Model: N/A | Version: bill_summary_v2 | Source: is

Contextual inference, no direct clause citation

Legislative Progress

Introduced
Introduced Committee Passed
Nov 18, 2024

Ms. Warren (for herself, Ms. Baldwin, Mr. Brown, Mr. Sanders, …

Stakeholder Effects

cui bono?

How this legislation distributes effects. Mention counts reflect frequency, not effect magnitude.

Financial Services
45 mentions across 24 clauses
+10 positive -35 negative

CLO managers, Creditors of PE-owned companies, Creditors of bankrupt PE-owned companies

Positive-direction: Creditors of PE-owned companies, Creditors of bankrupt PE-owned companies, Creditors of target firms, Employee welfare benefit plans, Investors in CLOs, Potential investors in private funds, Potential private fund investors, Small limited partners

Negative-direction: CLO managers, Direct lending funds, Hedge fund managers, Hedge funds, Holders of active interests in PE funds, Investment advisers extracting fees, Investment advisers to private funds, PE fund investors (LPs), PE fund managers and affiliates, Private credit funds, Private equity firms acquiring distressed assets, Private equity firms owning unionized companies, Private equity fund managers, Private equity funds, Private equity funds extracting fees from portfolio companies, Private equity funds using leverage, Private fund managers, Private funds receiving government assistance, Real estate fund managers, Secured creditors in bankruptcy, Securitization sponsors, Senior creditors in bankruptcy, Unsecured creditors in bankruptcy, Unsecured creditors in retail bankruptcies, Venture capital fund managers

Government
10 mentions across 10 clauses
+8 positive ?2 uncertain

Federal government, Pension Benefit Guaranty Corporation, SEC

Business
9 mentions across 9 clauses
+3 positive -6 negative

Corporate executives in bankruptcy, Employers in bankruptcy, Employers with unionized workforces

Positive-direction: PE portfolio companies, PE-owned companies

Negative-direction: Corporate executives in bankruptcy, Employers in bankruptcy, Employers with unionized workforces, Highly leveraged PE portfolio companies, Purchasers of bankrupt company assets

Labor
9 mentions across 9 clauses
+9 positive

Creditors and workers in bankruptcy, Non-executive employees in bankruptcy, Non-management workers in bankruptcy

General Public
4 mentions across 4 clauses
+3 positive -1 negative

Gift card holders, Individual investors receiving REIT dividends, Taxpayers

Positive-direction: Gift card holders, Taxpayers, Taxpayers and public

Negative-direction: Individual investors receiving REIT dividends

Professional Services
3 mentions across 3 clauses
+1 positive -2 negative

Bankruptcy consultants, Bankruptcy trustees, Senior managers and consultants

Positive-direction: Bankruptcy trustees

Negative-direction: Bankruptcy consultants, Senior managers and consultants

Pension Funds
3 mentions across 3 clauses
+3 positive

Pension fund investors in PE, Pension funds considering PE investments, Pension funds investing in PE

Real Estate
3 mentions across 3 clauses
-3 negative

Healthcare REITs, REIT investors

30/39
sections analyzed
Full impact breakdown

Bill Structure & Actor Mappings

Who is "The Secretary" in each section?

Domains
Finance Corporate Law
Domains
Finance Taxation Labor Healthcare
Actor Mappings
"the_secretary"
→ Secretary of the Treasury
Domains
Bankruptcy Labor
Actor Mappings
"the_court"
→ Bankruptcy Court
"the_trustee"
→ Bankruptcy Trustee
Domains
Taxation
Actor Mappings
"the_secretary"
→ Secretary of the Treasury
Domains
Securities Regulation Finance
Actor Mappings
"the_commission"
→ Securities and Exchange Commission
Domains
Securities Regulation Finance
Domains
General

Note: The Secretary refers to Secretary of the Treasury in Title II and IV (tax provisions)

Key Definitions

Terms defined in this bill

5 terms
"affiliate" §3_affiliate

A person that directly or indirectly owns, controls, or holds with power to vote 5% or more of outstanding voting securities of another entity

"target firm" §3_target_firm

A company acquired or controlled by a private fund

"private fund" §3_private_fund

As defined in section 202(a) of the Investment Advisers Act

"holder of an active interest" §3_holder_active_interest

A person who holds an active interest in a controlling private fund

"controlling private fund" §3_controlling_private_fund

A private fund that is a control person with respect to a target firm

We use a combination of our own taxonomy and classification in addition to large language models to assess meaning and potential beneficiaries. High confidence means strong textual evidence. Always verify with the original bill text.

Learn more about our methodology