Corporate Democracy Act of 1980

Corporate Democracy Act of 1980 - Title I: Directors and Shareholders - Requires any corporation which under Title VII is subject to this Act to have a majority of independent directors on its board. Defines an "independent director" to exclude any person related to the corporation through an affiliate, a director, officer or managing agent, a law firm, a bank, or a supplier or customer. Prohibits any person from serving as a director or officer for more than two corporations subject to this Act.

Specifies the duty of loyalty and care owed to such corporations by their directors.

Requires each corporation subject to this Act to have a supervisory committee and a public policy committee, each composed of a majority of independent members.

Sets forth provisions relating to the nomination and election of directors including: (1) requiring that the degree of support necessary for inclusion of a candidate on the ballot be determined by the Securities and Exchange Commission; (2) requiring that all nominees receive equal amounts of money and access to corporate resources in soliciting proxies; and (3) strictures against the classification and staggering of directors to undermine minority representation provided by cumulative voting. Entitles the shareholders to a vote on any disposition of more than five percent of the firm's assets or stock or any authorization of stock or securities.

Title II: Corporate Disclosure - Requires each corporation subject to this Act to publish an annual report which contains specified information including the diversity of its employees, its compliance with environmental requirements, its largest shareholders, its operations and their location in the world, and its political activities. Directs that such reports be made available to the public upon request. Empowers the Securities and Exchange Commission to require further disclosure from such corporations.

Title III: Employment Maintenance - Requires each corporation within the purview of this Act, which proposes to change operations in a manner which would disrupt the employment of more than 500 individuals, to give advance notice of the change to the Secretary of Labor. Directs the Secretary to conduct an investigation of the change upon request of a labor union representative or ten percent of the employees involved. Directs the Secretary to publish a report with recommendations for minimizing the economic and social dislocation resulting from the change.

Requires such corporations to give specified assistance to employees and local governments affected by a change in operations. Authorizes Federal assistance for training programs and job placement services to assist affected employees. Authorizes the Secretary to provide loans, loan guarantees, and technical assistance to employee organizations for the purpose of expanding operations at an affected plant, acquiring the plant or another in the vicinity, or expanding or identifying new markets to present employment opportunities.

Sets forth penalties and establishes an employees' right to equitable relief for failure to comply with the requirements of this title.

Title IV: Rights of Employees - Amends the National Labor Relations Act to establish a right of employees to be free from discharge, adverse action, or discrimination with respect to their employment except for just cause. Stipulates that just cause does not include: (1) the employee's exercise of legal rights; (2) the refusal to engage in unlawful conduct; (3) the refusal to submit to a polygraph or similar test; or (4) the refusal to submit to a search, other than a routine inspection, without legal process.

Title V: Criminal and Civil Sanctions - Directs a Federal district court to require a corporation which has pleaded guilty or nolo contendere to a violation of this Act to give notice thereof to shareholders and others injured by the violation. Requires the district courts to order restitution of persons injured by corporations found guilty. Imposes a sentence of up to twice the damage caused or gain derived from a violation of this Act. Empowers the courts to disqualify any director, officer, or managing agent of a corporation who is convicted of a violation of law arising out of such position for a period not to exceed the maximum sentence imposed for the violation.

Authorizes the courts to appoint a Special Master to oversee corporate operations to assure compliance with Federal laws.

Make directors, officers, and managing agents of corporations subject to this Act liable for omission to perform a duty imposed by Federal law and reckless failure to supervise conduct of a corporation. Imposes a duty on such individuals to report risks presented by the corporation's products or operations to Federal and State authorities.

Title VII: Jurisdiction, Enforcement, and Right of Action - Makes this Act applicable to any manufacturing, mining, retailing, or utility corporation organized and doing business in the United States which has had, in any of the three years preceding the determination of jurisdiction, more than $250,000,000 in assets or annual sales, or more than 5,000 employees. Exempts from title I any corporation with fewer than 25 shareholders and any American subsidiary of a foreign corporation which is not listed on a domestic stock exchange. Increases the amounts which establish jurisdiction by ten percent each year.

States that this Act shall take effect six months after its enactment and directs specified Federal agencies to promulgate implementing regulations by such date.

Empowers any person aggrieved by a violation of this Act to commence a civil action in Federal court for damages or injunctive relief. Sets forth provisions governing a shareholder's right to a derivative suit.

Permits any shareholder of a corporation subject to this Act to request an investigation of the corporation's compliance with this Act by the Securities and Exchange Commission. Empowers the Commission to utilize compulsory process in such investigations.

Entitles any party with standing under this Act, other than the Government, to recovery of attorney's fees in certain circumstances.

States that the rights and remedies provided by this Act are supplementary to others afforded by law.