[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 1393 Introduced in Senate (IS)]
<DOC>
118th CONGRESS
1st Session
S. 1393
To amend the Securities Exchange Act of 1934 to require disclosure of
payments for settlements of disputes regarding sexual abuse and certain
types of harassment and discrimination, and for other purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
May 1, 2023
Ms. Warren (for herself, Ms. Rosen, Mr. Markey, Mrs. Feinstein, Mr.
Merkley, Mr. Sanders, Mr. Durbin, and Mr. Blumenthal) 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 disclosure of
payments for settlements of disputes regarding sexual abuse and certain
types of harassment and discrimination, 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 ``Sunlight in Workplace Harassment
Act''.
SEC. 2. DISCLOSURE OF PAYMENTS FOR SETTLEMENTS OF DISPUTES REGARDING
SEXUAL ABUSE AND CERTAIN TYPES OF HARASSMENT AND
DISCRIMINATION.
Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m)
is amended by adding at the end the following:
``(t) Disclosure of Certain Activities Regarding Settlements of
Disputes Relating to Sexual Abuse and Certain Types of Harassment or
Discrimination.--
``(1) Definitions.--In this subsection--
``(A) the term `covered discrimination' means--
``(i) discrimination described in any of
clauses (i) through (vi) of subparagraph (B);
or
``(ii)(I) a violation of section 704(a) of
the Civil Rights Act of 1964 (42 U.S.C. 2000e-
3(a)) that is related to discrimination
described in subparagraph (B)(i) or (B)(vi)(I);
``(II) a violation of section 4(d) of the
Age Discrimination in Employment Act of 1967
(29 U.S.C. 623(d)) that is related to
discrimination described in subparagraph
(B)(ii);
``(III) a violation of subsection (a) or
(b) of section 503 of the Americans with
Disabilities Act of 1990 (42 U.S.C. 12203) that
is related to discrimination described in
subparagraph (B)(iii);
``(IV) a violation of section 207(f) of the
Genetic Information Nondiscrimination Act of
2008 (42 U.S.C. 2000ff-6(f)) that is related to
discrimination described in subparagraph
(B)(iv);
``(V) a violation of section 4311(b) of
title 38, United States Code, that is related
to discrimination described in subparagraph
(B)(v); and
``(VI) a violation of section
40002(b)(13)(A) of the Violence Against Women
Act of 1994 (34 U.S.C. 12291(b)(13)(A)) that--
``(aa) may cover retaliation
described in a provision specified in
any of subclauses (I) through (V); and
``(bb) is related to discrimination
described in subparagraph (B)(vi)(II);
``(B) the term `covered harassment' means
harassment that is--
``(i) discrimination because of a
characteristic consisting of race, color,
religion, sex, sexual orientation, gender
identity, or national origin, whether the
characteristic is actual or perceived, under
title VII of the Civil Rights Act of 1964 (42
U.S.C. 2000e et seq.);
``(ii) discrimination because of actual or
perceived age under the Age Discrimination in
Employment Act of 1967 (29 U.S.C. 621 et seq.);
``(iii) discrimination on the basis of
actual or perceived disability under--
``(I) title I of the Americans with
Disabilities Act of 1990 (42 U.S.C.
12111 et seq.); or
``(II) section 501 of the
Rehabilitation Act of 1973 (29 U.S.C.
791);
``(iv) discrimination because of actual or
perceived genetic information under title II of
the Genetic Information Nondiscrimination Act
of 2008 (42 U.S.C. 2000ff et seq.);
``(v) discrimination on the basis of actual
or perceived status concerning service in a
uniformed service under section 4311(a) of
title 38, United States Code; or
``(vi) discrimination because of a
characteristic consisting of sexual orientation
or gender identity, whether the characteristic
is actual or perceived, under section
40002(b)(13)(A) of the Violence Against Women
Act of 1994 (34 U.S.C. 12291(b)(13)(A));
``(C) the term `covered issuer' means an issuer
that is required to file Form 10-K;
``(D) the term `Form 10-K' means the form described
in section 249.310 of title 17, Code of Federal
Regulations, as in effect on the date of enactment of
this subsection;
``(E) the term `gender identity' means a
characteristic consisting of the gender-related
identity, appearance, mannerisms, or other gender-
related characteristics of an individual, whether the
characteristic is actual or perceived, regardless of
the designated sex of the individual at birth;
``(F) the term `judgment' means, with respect to an
issuer, a judgment entered against the issuer, whether
imposed by a court or through arbitration;
``(G) the term `settlement' means any commitment or
agreement--
``(i) without regard to whether the
commitment or agreement, as applicable, is in
writing; and
``(ii) under which an issuer directly or
indirectly--
``(I) provides to an individual
compensation or other consideration
because of an allegation that the
individual has been a victim of covered
harassment, covered discrimination, or
sexual abuse; or
``(II) establishes conditions that
affect the terms of the employment,
including by terminating the
employment, of the individual with the
issuer--
``(aa) because of the
experience of the individual
with, or the participation of
the individual in, an alleged
act of covered harassment,
covered discrimination, or
sexual abuse; and
``(bb) in exchange for
which the individual agrees or
commits not to--
``(AA) bring legal,
administrative, or any
other type of action
against the issuer; or
``(BB) publicly
disclose, for a period
of time of any length,
any portion of the
alleged act described
in item (aa) on which
the commitment or
agreement, as
applicable, is based;
``(H) the term `sexual abuse' means a nonconsensual
sexual act or sexual contact, as such terms are defined
in section 2246 of title 18, United States Code, or
similar applicable Tribal or State law, including such
an act or contact in a circumstance in which the victim
lacks capacity to consent; and
``(I) the term `sexual orientation' means a
characteristic consisting of homosexuality,
heterosexuality, or bisexuality, whether the
characteristic is actual or perceived.
``(2) Disclosure requirements.--
``(A) In general.--Beginning in the first fiscal
year that begins after the date of enactment of this
subsection, each covered issuer shall disclose annually
on Form 10-K, to shareholders of the covered issuer,
and to the public--
``(i) for the time periods, and in the
manner, described in subparagraph (B)--
``(I) the total number of
settlements entered into by the covered
issuer, a subsidiary, contractor, or
subcontractor of the covered issuer, or
a corporate executive of the covered
issuer that relate to any alleged act
of sexual abuse, covered harassment, or
covered discrimination that--
``(aa) occurred in the
workplace of the covered issuer
or a subsidiary, contractor, or
subcontractor of the covered
issuer; or
``(bb) involves the
behavior of an employee of the
covered issuer, or of a
subsidiary, contractor, or
subcontractor of the covered
issuer, toward another such
employee, without regard to
whether that behavior occurred
in the workplace of the covered
issuer or the subsidiary,
contractor, or subcontractor,
as applicable;
``(II) the total dollar amount paid
with respect to the settlements
described in subclause (I);
``(III) the total number of
settlements entered into by the covered
issuer, a subsidiary, contractor, or
subcontractor of the covered issuer, or
a corporate executive of the covered
issuer that relate to any alleged act
of sexual abuse, covered harassment, or
covered discrimination that--
``(aa) was committed by a
corporate executive of--
``(AA) the covered
issuer; or
``(BB) a
subsidiary, contractor,
or subcontractor of the
covered issuer; and
``(bb)(AA) occurred in the
workplace of the covered issuer
or a subsidiary, contractor, or
subcontractor of the covered
issuer, as applicable; or
``(BB) involved the
behavior of a corporate
executive described in item
(aa) toward another employee of
the covered issuer or a
subsidiary, contractor, or
subcontractor of the covered
issuer, as applicable, without
regard to whether that behavior
occurred in the workplace of
the covered issuer or a
subsidiary, contractor, or
subcontractor of the covered
issuer;
``(IV) the total dollar amount with
respect to the settlements described in
subclause (III);
``(V) the average length of time
required for the covered issuer to
resolve a complaint relating to an
alleged act of covered discrimination,
covered harassment, or sexual abuse;
``(VI) the total number of
judgments entered against the covered
issuer, a subsidiary, contractor, or
subcontractor of the covered issuer, or
a corporate executive of the covered
issuer that relate to any alleged act
of sexual abuse, covered harassment, or
covered discrimination that--
``(aa) occurred in the
workplace of the covered issuer
or a subsidiary, contractor, or
subcontractor of the covered
issuer; or
``(bb) involves the
behavior of an employee of the
covered issuer, or a
subsidiary, contractor, or
subcontractor of the covered
issuer, toward another such
employee, without regard to
whether that behavior occurred
in the workplace of the covered
issuer or the subsidiary,
contractor, or subcontractor,
as applicable;
``(VII) the total dollar amount
paid with respect to the judgments
described in subclause (VI);
``(VIII) the total number of
judgments entered against the covered
issuer, a subsidiary, contractor, or
subcontractor of the covered issuer, or
a corporate executive of the covered
issuer that relate to any alleged act
of sexual abuse, covered harassment, or
covered discrimination that--
``(aa) was committed by a
corporate executive of--
``(AA) the covered
issuer; or
``(BB) a
subsidiary, contractor,
or subcontractor of the
covered issuer; and
``(bb)(AA) occurred in the
workplace of the covered issuer
or a subsidiary, contractor, or
subcontractor of the covered
issuer, as applicable; or
``(BB) involved the
behavior of a corporate
executive described in item
(aa) toward another employee of
the covered issuer or a
subsidiary, contractor, or
subcontractor of the covered
issuer, as applicable, without
regard to whether that behavior
occurred in the workplace of
the covered issuer or a
subsidiary, contractor, or
subcontractor of the covered
issuer; and
``(IX) the total dollar amount with
respect to the judgments described in
subclause (VIII);
``(ii) as of the date on which the
disclosure is made, the total number of
complaints relating to covered discrimination,
covered harassment, and sexual abuse that the
covered issuer is working to resolve through--
``(I) processes that are internal
to the covered issuer;
``(II) arbitration; and
``(III) litigation; and
``(iii) with respect to each alleged act of
covered discrimination, covered harassment, or
sexual abuse that is the subject of a complaint
or settlement described in clauses (i) and
(ii), the date on which that alleged act
occurred, with as much specificity as is
practicable under the circumstances.
``(B) Categories.--
``(i) In general.--Subject to subparagraph
(C), in each disclosure required under
subparagraph (A), a covered issuer shall report
the following:
``(I) For the fiscal year that is
the subject of that disclosure, the
following:
``(aa) The total number of
settlements in subclauses (I)
and (III) of subparagraph
(A)(i), in the aggregate.
``(bb) The total dollar
amounts in subclauses (II) and
(IV) of subparagraph (A)(i), in
the aggregate.
``(cc) The number of
settlements in subclauses (I)
and (III) of subparagraph
(A)(i), individually.
``(dd) The dollar amounts
in subclauses (II) and (IV) of
subparagraph (A)(i),
individually.
``(ee) The total number of
judgments in subclauses (VI)
and (VIII) of subparagraph
(A)(i), in the aggregate.
``(ff) The total dollar
amounts in subclauses (VII) and
(IX) of subparagraph (A)(i), in
the aggregate.
``(gg) The number of
judgments in subclauses (VI)
and (VIII) of subparagraph
(A)(i), individually.
``(hh) The dollar amounts
in subclauses (VII) and (IX) of
subparagraph (A)(i),
individually.
``(II) For the 7-fiscal year period
that is comprised of the fiscal year
that is the subject of that disclosure
and the 6 fiscal years that precede
that fiscal year, the following:
``(aa) The total number of
settlements in subclauses (I)
and (III) of subparagraph
(A)(i), in the aggregate.
``(bb) The total dollar
amounts in subclauses (II) and
(IV) of subparagraph (A)(i), in
the aggregate.
``(cc) The total number of
judgments in subclauses (VI)
and (VIII) of subparagraph
(A)(i), in the aggregate.
``(dd) The total dollar
amounts in subclauses (VII) and
(IX) of subparagraph (A)(i), in
the aggregate.
``(ii) Listing.--In disclosing information
in the manner described in clause (i), a
covered issuer shall list a settlement or
judgment, as applicable, by any of the
following categories that apply to the
settlement or judgment:
``(I) A settlement or judgment
relating to an alleged act of sexual
abuse, covered discrimination, or
covered harassment because of sex.
``(II) A settlement or judgment
relating to an alleged act of covered
discrimination or covered harassment
because of race, color, or national
origin.
``(III) A settlement or judgment
relating to an alleged act of covered
discrimination or covered harassment
because of religion.
``(IV) A settlement or judgment
relating to an alleged act of covered
discrimination or covered harassment
because of age.
``(V) A settlement or judgment
relating to an alleged act of covered
discrimination or covered harassment on
the basis of disability.
``(VI) A settlement or judgment
relating to an alleged act of covered
discrimination or covered harassment
because of genetic information.
``(VII) A settlement or judgment
relating to an alleged act of covered
discrimination or covered harassment on
the basis of status concerning service
in a uniformed service.
``(VIII) A settlement or judgment
relating to an alleged act of covered
discrimination or covered harassment
because of sexual orientation or gender
identity.
``(C) Prohibitions on certain disclosures; victim
choice.--
``(i) Prohibition on disclosures by covered
issuers.--A covered issuer may not--
``(I) in any disclosure made under
subparagraph (A), or in any other
public disclosure, disclose the name of
a victim of an alleged act of sexual
abuse, covered harassment, or covered
discrimination on which a settlement,
judgment, or complaint, as applicable,
described in subparagraph (A) is based;
or
``(II) under subparagraph (B)(ii),
include the categorization of a
settlement or judgment described in
subclause (I), (III), (VI), or (VIII)
of subparagraph (A)(i), as applicable,
in any disclosure made under
subparagraph (A) if the victim of the
alleged act of sexual abuse, covered
harassment, or covered discrimination
on which the settlement or judgment is
based objects to the disclosure of that
categorization.
``(ii) Prohibition on disclosures by the
commission.--The Commission may not disclose
the name of a victim of an alleged act of
sexual abuse, covered harassment, or covered
discrimination on which a settlement, judgment,
or complaint, as applicable, described in
subparagraph (A) is based.
``(iii) Victim choice.--
``(I) In general.--A covered issuer
shall not be required to report
information under subparagraph (B)(i)
if the victim of the alleged act of
sexual abuse, covered harassment, or
covered discrimination on which the
settlement or judgment, as applicable,
is based objects to the reporting of
that information.
``(II) No effect on subsequent
years.--If information is not reported
in a fiscal year because of an
objection made under subclause (I),
that information shall be reported in
subsequent fiscal years under
subparagraph (B)(ii).
``(D) Prevention of sexual abuse, covered
harassment, and covered discrimination.--In each
disclosure required under subparagraph (A), the covered
issuer making the disclosure shall include a
description of the measures taken by the covered issuer
and any subsidiary, contractor, or subcontractor of the
covered issuer to prevent employees of the covered
issuer and any subsidiary, contractor, or subcontractor
of the covered issuer from committing or engaging in
sexual abuse, covered harassment, or covered
discrimination.
``(3) Regulations.--The Commission may promulgate such
regulations as the Commission considers necessary to implement
the requirements under paragraph (2).''.
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