; or (ii) beneficially or of record not less than 5 percent of the outstanding equity interests in an entity of which the United States corporation is a subsidiary at the time of the act or omission that is the subject of the proceeding. (3) Rule of construction regarding beneficial ownership For the purposes of this subsection, a person shall be construed to be the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the person. (e) Application (1) Rule of construction regarding general corporate law Nothing in this section may be construed to affect any provision of law that is applicable to a corporation, body corporate, body politic, joint stock company, or limited liability company, as applicable, that is not a United States corporation. (2) Applicability of other laws (A) State law Except as otherwise provided in this section, the law of the State in which a United States corporation is organized shall apply with respect to the United States corporation. (B) Federal law If any provision of Federal law is inconsistent with the requirements of this section with respect to a United States corporation, the requirements of this section shall supersede that provision. (3) Organic records A provision of the articles of incorporation in the State in which a United States corporation is incorporated, if applicable, or in the bylaws of a United States corporation may not limit, be inconsistent with, or supersede a provision of this section. 6. Board representation (a) Rulemaking Not later than 1 year after the date of enactment of this Act, the Securities and Exchange Commission, in consultation with the National Labor Relations Board, shall issue rules to ensure that director elections at United States corporations are fair and democratic. (b) United States corporation elections (1) In general Not less than 2/5 of the directors of a United States corporation shall be elected by the employees of the United States corporation using an