The three bills, in full
Each instrument page explains a bill in plain English. These are the bills themselves: every threshold, definition, and default those pages describe, written out as statute, with the evidence in the findings and the open numbers in brackets. They are discussion drafts. Read one against the page that explains it, and send the objection.
Corporate Pay Accountability Act
A ladder, not a cap
The pay ladder. A large public company reports the realized pay of its chief executive, and of its executives and directors together, as a ratio to the pay of its median worker, and its board answers for that ratio in proportion to how far it stands above the historical range.
Every large public company reports, on definitions written into the Act and certified by an independent auditor, how many times the pay of its median worker its chief executive is paid, and how many times the pay of its executives and directors together. Below 30 to 1, about where the American economy stood in 1978, that report is the only new obligation.
Above it, each rung adds an obligation that falls on the people who set the pay. From 30 to 1, the beneficial owners ratify next year's package by a binding vote, with a stated maximum and a default when they say no. From 50 to 1, pay above that line is recovered when the company fails its owners or fails its workforce. From 75 to 1, sustained over three years, the board is rebuilt. The company chooses how to respond. The Act decides who answers for the outcome.
What changed from Version 1
- A four-rung ladder at 30, 50, and 75 to 1, phased in over three years, replaces the flat 20:1 ceiling; 20:1 remains the benchmark every company reports against.
- A floor under the worker's side: the median is never set below the national median for a full-time worker, on the same total-compensation basis.
- Covered executives defined by authority, not title; the senior-pay pool on a ladder of its own, at six times the chief executive's rungs.
- The owners' vote cast by pass-through with a mirror default, with a maximum realizable value on the ballot and a default when the owners say no.
- Recovery above 50:1 when the company fails its owners or its workforce, on inputs the board does not choose; recovered pay may not be indemnified or insured.
- Above 75:1, election rules and committee seats in the Act; a vote of unaffiliated owners only; after five years, a two-thirds vote.
- A rung lower after real median pay rises ten percent; the pre-cut median after a headcount cut; going private carries disclosure and recovery for ten years; penalties tiered and assessed in court.
Responsible Ownership and Corporate Accountability Act
The architecture, rebuilt
The governance bill. The Corporate Pay Accountability Act makes the runaway costly; this Act rebuilds the architecture so that it cannot resume: who sits on the board, how votes are weighted, what the asset managers owe the people whose money they vote, how executives are paid, and when a company may buy back its own shares.
The postwar equilibrium was not held in place by owners in the room; by 1963 most large corporations were already management-controlled. It was held by an architecture: boards that retained and reinvested, pay that tracked the enterprise rather than the share price, owners who voted their own stock, and a wage written into the firm's planning. Each title rebuilds one piece of it for the index-fund era.
Titles III, IV, VI, and VII bind listed companies as conditions of listing, as the Sarbanes-Oxley Act did for audit committees and the Dodd-Frank Act for compensation committees. Title V binds asset managers, funds, custodians, and plan fiduciaries directly. The Act amends no state corporate code.
What changed from Version 3
- Employee representative directors: one-third of the board, required above 75:1 on the CPAA ladder and voluntary below it, elected by secret ballot under an independent administrator, with seats on the compensation and nominating committees.
- Tenure-weighted voting with no opt-out, on executive pay, compensation plans, and buybacks only; no bonus for insiders, funds, custodians, or multiple-vote classes. Version 3's rule measuring tenure at the fund is gone.
- Uninstructed shares voted in proportion to the company's instructed shares outside the insider group, never at the manager's discretion; a manager's house policy is not an instruction.
- A statutory stewardship duty, a custodian transmission duty, and a conforming amendment to ERISA.
- Half of executive pay deferred five years and first in line for any CPAA recovery; a quarter of variable pay on real median pay and productive investment.
- Bright-line bars on repurchases before board certification, and the Version 3 excise tax dropped; authority grounded in listing standards; penalties assessed in court.
Utah Commonwealth Corporation Act
A voluntary charter, and a test designed so that the answer can be no
The state prototype, in Utah's bill format. Three tiers, Registered, Certified, and Preferred, each add obligations and unlock incentives that are capped, public, and recaptured on failure, and the evaluation is written into the Act before the first company enrolls.
The federal instruments change the rules for everyone. This Act is voluntary: it rewards a Utah business that chooses stewardship and penalizes none that does not. Its pay-ratio standards use the same definitions as the Corporate Pay Accountability Act, so that a Preferred company is by construction inside the federal safe harbor.
A voluntary program cannot prove that it caused what its members achieve, because the firms that opt in may have been the better-run firms already. So the evaluation is fixed before enrollment: pre-enrollment trends, a comparison set of firms that did not opt in, an evaluator the program does not control, and publication whatever the result. Utah tests it. Everyone else reads the data.
What changed from Version 2
- The AI Productivity Participation Plan made measurable: a baseline from a statutory menu, a stated formula and form, a minimum share of verified gains, and no gain counted in a year covered hours fall more than five percent.
- Certification is of what was done in the year; a failed verification decertifies automatically and recaptures the year's benefits.
- The Employee Stewardship Council's authority specified: information rights, a seat in the pay-setting process, and a vote on the AI plan.
- Incentives capped per firm and in the aggregate, recipients and amounts public, misrepresentation repaid with interest; a review every two years; a sunset after the five-year evaluation.
- The procurement preference becomes a tiebreaker among otherwise equivalent bids; an evaluation is specified before enrollment.
- The Preferred tier fixed in place of a menu of standards; findings restated as history and evidence, without scriptural citation; the workforce-training credit, county abatement option, and economic-development priority are dropped.
What the sponsor sets
A figure in brackets in these bills is a proposal, not a settled number. Each is chosen to be defensible on the record and placed so that a sponsor can change it without touching the structure around it.
- The senior-pay pool's rungs (CPAA §304): six times the chief executive's, at 180, 300, and 450 to 1. A firm that pays every covered role at its equilibrium benchmark sits near 163 to 1, inside the pool's safe harbor.
- The worldwide threshold (CPAA §203): a company with more than $5 billion in worldwide revenue counts its covered workforce worldwide, with domestic workers weighted at no less than 60 percent.
- The covered asset manager (ROCA §202): a manager that, counted with its affiliates, holds more than 2 percent of the market value of covered companies.
- The minimum share of verified gains (Utah §403): one-quarter, as the Utah page proposes.
- Workforce seats on a Preferred board (Utah §305): one-third, the federal model.
- The Utah incentives (Utah §§601–602): corporate rates of 3.75 and 3.25 percent, a per-firm cap of $500,000, and aggregate caps of $10 million for the rate and $2 million for conversion credits.
The record of revision
Each text above supersedes the one before it, and every earlier version is kept. The Corporate Pay Accountability Act, Version 1 (May 2026), set a flat ceiling of 20 to 1 with a four-year phase-in. The Responsible Ownership and Corporate Accountability Act, Version 3 (November 2025), made tenure voting and employee directors voluntary and measured tenure at the fund where votes were not passed through; Version 2 circulated in 2025 as a bill and report. The Utah Commonwealth Corporation Act, Version 2 (May 2026), introduced the three tiers. The changes from each are listed above and on the instrument pages, and the earlier texts are available on request.
Request an earlier versionCiting the drafts
The Commonwealth Project (2026). Corporate Pay Accountability Act, Discussion Draft, Version 2, November 5, 2026. https://commonwealthcorporation.org/bills/Corporate_Pay_Accountability_Act_v2_2026-11.pdf
The Commonwealth Project (2026). Responsible Ownership and Corporate Accountability Act, Discussion Draft, Version 4, November 5, 2026. https://commonwealthcorporation.org/bills/Responsible_Ownership_and_Corporate_Accountability_Act_v4_2026-11.pdf
The Commonwealth Project (2026). Utah Commonwealth Corporation Act, Discussion Draft, Version 3, November 5, 2026. https://commonwealthcorporation.org/bills/Utah_Commonwealth_Corporation_Act_v3_2026-11.pdf
None of these bills has been introduced. Cite them as discussion drafts, never as enacted or introduced law.