[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[S. 530 Introduced in Senate (IS)]
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117th CONGRESS
1st Session
S. 530
To amend the Securities Exchange Act of 1934 to require shareholder
authorization before a public company may make certain political
expenditures, and for other purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
March 2 (legislative day, March 1), 2021
Mr. Menendez (for himself, Mr. Merkley, Mr. Booker, Mr. Blumenthal, Ms.
Hirono, Mr. Leahy, Ms. Warren, Mr. Durbin, Mr. Van Hollen, Mrs.
Gillibrand, Ms. Klobuchar, Mr. Markey, Mrs. Shaheen, Ms. Baldwin, Mr.
Whitehouse, and Mrs. Feinstein) introduced the following bill; which
was read twice and referred to the Committee on Banking, Housing, and
Urban Affairs
_______________________________________________________________________
A BILL
To amend the Securities Exchange Act of 1934 to require shareholder
authorization before a public company may make certain political
expenditures, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Shareholder Protection Act of
2021''.
SEC. 2. FINDINGS.
Congress finds that--
(1) corporations make significant political contributions
and expenditures that directly or indirectly influence the
election of candidates and support or oppose political causes;
(2) decisions to use corporate funds for political
contributions and expenditures are usually made by corporate
boards and executives, rather than shareholders;
(3) corporations, acting through boards and executives, are
obligated to conduct business for the best interests of their
owners, the shareholders;
(4) historically, shareholders have not had a way to know,
or to influence, the political activities of the corporations
they own;
(5) shareholders and the public have a right to know how
corporate managers are spending company funds to make political
contributions and expenditures benefitting candidates,
political parties, and political causes;
(6) corporations should be accountable to shareholders in
making political contributions or expenditures affecting
Federal governance and public policy; and
(7) requiring a corporation to obtain the express approval
of shareholders before making political contributions or
expenditures will establish necessary accountability.
SEC. 3. SHAREHOLDER APPROVAL OF CORPORATE POLITICAL ACTIVITY.
(a) In General.--The Securities Exchange Act of 1934 (15 U.S.C. 78a
et seq.) is amended by inserting after section 14B (15 U.S.C. 78n-2)
the following:
``SEC. 14C. SHAREHOLDER APPROVAL OF CERTAIN POLITICAL EXPENDITURES AND
DISCLOSURE OF VOTES OF INSTITUTIONAL INVESTORS.
``(a) Definitions.--In this section--
``(1) the term `expenditure for political activities'--
``(A) means--
``(i) an independent expenditure (as
defined in section 301(17) of the Federal
Election Campaign Act of 1971 (52 U.S.C.
30101(17)));
``(ii) an electioneering communication (as
defined in section 304(f)(3) of that Act (52
U.S.C. 30104(f)(3))) and any other public
communication (as defined in section 301(22) of
that Act (52 U.S.C. 30101(22))) that would be
an electioneering communication if it were a
broadcast, cable, or satellite communication;
or
``(iii) dues or other payments to trade
associations or organizations described in
section 501(c) of the Internal Revenue Code of
1986 and exempt from tax under section 501(a)
of that Code that are, or could reasonably be
anticipated to be, used or transferred to
another association or organization for the
purposes described in clause (i) or (ii); and
``(B) does not include--
``(i) direct lobbying efforts through
registered lobbyists employed or hired by the
issuer;
``(ii) communications by an issuer to its
shareholders and executive or administrative
personnel and their families; or
``(iii) the establishment, administration,
and solicitation of contributions to a separate
segregated fund to be utilized for political
purposes by a corporation; and
``(2) the term `issuer' does not include an investment
company that is registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
``(b) Shareholder Authorization for Political Expenditures.--Each
solicitation of proxy, consent, or authorization by an issuer with a
class of equity securities registered under section 12 shall--
``(1) contain--
``(A) a description of the specific nature of any
expenditure for political activities proposed to be
made by the issuer for the forthcoming fiscal year that
has not been authorized by a vote of the shareholders
of the issuer, to the extent the specific nature is
known to the issuer; and
``(B) the total amount of expenditures for
political activities proposed to be made by the issuer
for the forthcoming fiscal year; and
``(2) provide for a separate vote of the shareholders of
the issuer to authorize such expenditures for political
activities in the total amount described in paragraph (1).
``(c) Vote Required To Make Expenditures.--No issuer may make an
expenditure for political activities in any fiscal year unless that
expenditure--
``(1) is of the nature of those proposed by the issuer in
subsection (b)(1); and
``(2) has been authorized by a vote of the majority of the
outstanding shares of the issuer in accordance with subsection
(b)(2).
``(d) Fiduciary Duty; Liability.--
``(1) Fiduciary duty.--A violation of subsection (c) by an
issuer shall be considered to be a breach of a fiduciary duty
of any officer or director of the issuer who authorized the
expenditure for political activities described in that
subsection.
``(2) Liability.--An officer or director of an issuer who
authorizes an expenditure for political activities in violation
of subsection (c) shall be jointly and severally liable in--
``(A) any action brought in a court of competent
jurisdiction to any person or class of persons that
held shares at the time the expenditure for political
activities was made; and
``(B) an amount that is equal to 3 times the amount
of the expenditure for political activities.
``(e) Disclosure of Votes.--
``(1) Disclosure required.--Each institutional investment
manager that is subject to section 13(f) shall disclose not
less frequently than annually how the institutional investment
manager voted on any shareholder vote under subsection (b)(2),
unless the vote is otherwise required by rule of the Commission
to be reported publicly.
``(2) Rules.--Not later than 180 days after the date of
enactment of this section, the Commission shall issue rules to
carry out this subsection that require that a disclosure
required under paragraph (1)--
``(A) be made not later than 30 days after the date
on which a vote described in that paragraph is held;
and
``(B) be made available to the public through the
EDGAR system as soon as practicable.
``(f) Safe Harbor for Certain Divestment Decisions.--
Notwithstanding any other provision of Federal or State law, if an
institutional investment manager makes the disclosures required under
subsection (e), no person may bring any civil, criminal, or
administrative action against the institutional investment manager, or
any employee, officer, or director of the institutional investment
manager, based solely upon a decision of the investment manager to
divest from, or not to invest in, securities of an issuer due to an
expenditure for political activities made by the issuer.''.
(b) Technical and Conforming Amendment.--Section 3(a)(8) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(8)) is amended by
striking ``The term'' and inserting ``Except as otherwise expressly
provided, the term''.
SEC. 4. REQUIRED BOARD VOTE ON CORPORATE EXPENDITURES FOR POLITICAL
ACTIVITIES.
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is
amended by inserting after section 16 (15 U.S.C. 78p) the following:
``SEC. 16A. REQUIRED BOARD VOTE ON CORPORATE EXPENDITURES FOR POLITICAL
ACTIVITIES.
``(a) Definitions.--In this section--
``(1) the term `election' has the meaning given the term in
section 301 of the Federal Election Campaign Act of 1971 (52
U.S.C. 30101); and
``(2) the terms `expenditure for political activities' and
`issuer' have the meanings given the terms in section 14C(a).
``(b) Listing on Exchanges.--Not later than 180 days after the date
of enactment of this section, the Commission shall, by rule, direct the
national securities exchanges and national securities associations to
prohibit the listing of any class of equity security of an issuer that
is not in compliance with the requirements of any portion of subsection
(c).
``(c) Requirement for Vote in Corporate Bylaws.--
``(1) Vote required.--The bylaws of an issuer shall
expressly provide for a vote of the board of directors of the
issuer on any expenditure for political activities--
``(A) in an amount that is more than $50,000; and
``(B) that would result in the total amount spent
by the issuer for a particular election to be more than
$50,000.
``(2) Public availability.--An issuer shall make the votes
of each member of the board of directors of the issuer for a
vote required under paragraph (1) publicly available not later
than 48 hours after the vote, including in a clear and
conspicuous location on the internet web site of the issuer.
``(d) No Effect on Determination of Coordination With Candidates or
Campaigns.--For purposes of the Federal Election Campaign Act of 1971
(52 U.S.C. 30101 et seq.), an expenditure for political activities by
an issuer shall not be treated as made in concert or cooperation with,
or at the request or suggestion of, any candidate or committee solely
because a member of the board of directors of the issuer voted on the
expenditure as required under this section.''.
SEC. 5. REPORTING REQUIREMENTS.
Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m)
is amended by adding at the end the following:
``(s) Reporting Requirements Relating to Certain Political
Expenditures.--
``(1) Definitions.--In this subsection, the terms
`expenditure for political activities' and `issuer' have the
meanings given the terms in section 14C(a).
``(2) Quarterly reports.--
``(A) Reports required.--Not later than 180 days
after the date of enactment of this subsection, the
Commission shall amend the reporting rules under this
section to require each issuer with a class of equity
securities registered under section 12 to submit to the
Commission and the shareholders of the issuer a
quarterly report containing--
``(i) a description of any expenditure for
political activities made during the preceding
quarter;
``(ii) the date of each expenditure for
political activities;
``(iii) the amount of each expenditure for
political activities;
``(iv) the votes of each member of the
board of directors of the issuer authorizing
the expenditure for political activity, as
required under section 16A(c);
``(v) if the expenditure for political
activities was made in support of or in
opposition to a candidate, the name of the
candidate and the office sought by, and the
political party affiliation of, the candidate;
and
``(vi) the name or identity of trade
associations or organizations described in
section 501(c) of the Internal Revenue Code of
1986 and exempt from tax under section 501(a)
of such Code that receive dues or other
payments as described in section
14C(a)(1)(A)(iii).
``(B) Public availability.--The Commission shall
ensure that, to the greatest extent practicable, the
quarterly reports required under this paragraph are
publicly available through the internet website of the
Commission and through the EDGAR system in a manner
that is searchable, sortable, and downloadable,
consistent with the requirements under section 24.
``(3) Annual reports.--Not later than 180 days after the
date of enactment of this subsection, the Commission shall, by
rule, require each issuer to include in the annual report of
the issuer to shareholders a summary of each expenditure for
political activities made during the preceding year in excess
of $10,000, and each expenditure for political activities for a
particular election if the total amount of such expenditures
for that election is in excess of $10,000.''.
SEC. 6. REPORTS.
(a) Securities and Exchange Commission.--The Securities and
Exchange Commission shall--
(1) conduct an annual assessment of the compliance of
issuers and officers and members of the boards of directors of
issuers with sections 13(s), 14C, and 16A of the Securities
Exchange Act of 1934, as added by this Act; and
(2) submit to Congress an annual report of containing the
results of the assessment under paragraph (1).
(b) Government Accountability Office.--The Comptroller General of
the United States shall periodically evaluate and report to Congress on
the effectiveness of the oversight by the Securities and Exchange
Commission of the reporting and disclosure requirements under sections
13(s), 14C, and 16A of the Securities Exchange Act of 1934, as added by
this Act.
SEC. 7. SEVERABILITY.
If any provision of this Act, an amendment made by this Act, or the
application of such provision or amendment to any person or
circumstance is held to be unconstitutional, the remainder of this Act,
the amendments made by this Act, and the application of such provision
or amendment to any person or circumstance shall not be affected
thereby.
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