Shareholder Political Transparency Act of 2023
This bill requires an issuer of securities to disclose information related to expenditures for political activities. Specifically, issuers must disclose quarterly any such expenditure, including by identifying any candidate the expenditure was made in relation to and any trade association or other tax-exempt organization that received dues or other payments that may be used for political activities. Annually, issuers must report on expenditures for political activities made in the previous year over $10,000 and information related to anticipated expenditures for the next year.
The Government Accountability Office must report on the effectiveness of the Securities and Exchange Commission's oversight of these reporting and disclosure requirements.
[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4863 Introduced in House (IH)]
<DOC>
118th CONGRESS
1st Session
H. R. 4863
To amend the Securities Exchange Act of 1934 to require reporting of
certain expenditures for political activities, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
July 25, 2023
Mr. Foster (for himself, Mr. Phillips, Ms. Norton, Mr. Raskin, Ms.
Meng, Mr. Crow, and Ms. Schakowsky) introduced the following bill;
which was referred to the Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Securities Exchange Act of 1934 to require reporting of
certain expenditures for political activities, 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 Political Transparency
Act of 2023''.
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 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; and
(6) corporations should be accountable to shareholders in
making political contributions or expenditures affecting
Federal governance and public policy.
SEC. 3. 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:
``(t) Reporting Requirements Relating to Certain Political
Expenditures.--
``(1) Definitions.--In this subsection:
``(A) Expenditure for political activities.--The
term `expenditure for political activities'--
``(i) 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 subclause (I) or (II); and
``(ii) 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 and
administration of contributions to a
separate segregated fund to be utilized
for political purposes by a
corporation.
``(B) Issuer.--The term `issuer' does not include
an investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
``(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 of this title 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) 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
``(v) 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 which receive dues or other
payments as described in paragraph
(1)(A)(i)(III).
``(B) Public availability.--The Commission shall
ensure that 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) 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;
``(B) a description of the specific nature of any
expenditure for political activities the issuer intends
to make for the forthcoming fiscal year, to the extent
the specific nature is known to the issuer; and
``(C) the total amount of expenditures for
political activities intended to be made by the issuer
for the forthcoming fiscal year.
``(4) Reports to congress.--
``(A) Assessment and report.--The Commission
shall--
``(i) conduct an annual assessment of the
compliance of issuers with this subsection; and
``(ii) submit to Congress an annual report
containing the results of such assessment.
``(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 Commission of the
reporting and disclosure requirements under this
subsection.''.
<all>
Introduced in House
Introduced in House
Referred to the House Committee on Financial Services.
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