[Congressional Bills 111th Congress]
[From the U.S. Government Publishing Office]
[S. 3004 Introduced in Senate (IS)]

111th CONGRESS
  2d Session
                                S. 3004

   To require notification to and prior approval by shareholders of 
 certain political expenditures by publicly traded companies, and for 
                            other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            February 4, 2010

 Mr. Brown of Ohio introduced the following bill; which was read twice 
  and referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
   To require notification to and prior approval by shareholders of 
 certain political expenditures by publicly traded companies, 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 ``Citizens Right to Know Act of 
2010''.

SEC. 2. NOTIFICATION TO SHAREHOLDERS OF ELECTIONEERING COMMUNICATIONS.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended by inserting after section 17B the following:

``SEC. 17C. NOTIFICATION TO SHAREHOLDERS OF ELECTIONEERING 
              COMMUNICATIONS.

    ``(a) Disclosures to Shareholders.--Each issuer, the securities of 
which are registered under section 12, or that is subject to the 
reporting requirements of section 13(a) or 15(d), that makes or 
participates in an electioneering communication shall disclose such 
activity, in writing, to each shareholder of the issuer.
    ``(b) Definition.--As used in this section, the term 
`electioneering communication' has the same meaning as in section 
304(f)(3)(A) of the Federal Election Campaign Act of 1971 (2 U.S.C. 
434(f)(3)(A)).''.

SEC. 3. PRIOR SHAREHOLDER APPROVAL OF ELECTIONEERING COMMUNICATIONS.

    Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) 
is amended by adding at the end the following new subsection:
    ``(i) Limitations on Electioneering Communications.--
            ``(1) Prohibition on foreign-owned issuers.--
        Notwithstanding any other provision of law, no issuer may make 
        or participate in any electioneering communication if 51 
        percent or more of the outstanding securities of such issuer 
        are owned or controlled by any foreign principal or agent of a 
        foreign principal.
            ``(2) Prior shareholder approval required.--Before an 
        issuer makes or participates in any electioneering 
        communication, as defined in section 304(f)(3)(A) of the 
        Federal Election Campaign Act of 1971 (2 U.S.C. 434(f)(3)(A)), 
        the issuer shall obtain prior approval, by majority vote of all 
        shareholders, for any such activity. Such vote shall be taken 
        with each shareholder entitled to one vote per share of common 
        stock held, regardless of any per-share voting rights of an 
        outstanding class or classes of common stock under any other 
        agreement or provision to the contrary.
            ``(3) Definitions.--As used in this subsection--
                    ``(A) the term `electioneering communication' has 
                the same meaning as in section 304(f)(3)(A) of the 
                Federal Election Campaign Act of 1971 (2 U.S.C. 
                434(f)(3)(A));
                    ``(B) the terms `foreign principal' and `agent of a 
                foreign principal' have the same meanings as in section 
                611 of the Foreign Agents Registration Act of 1938 (11 
                U.S.C. 611); and
                    ``(C) the term `issuer' means only those issuers, 
                the securities of which are registered under section 
                12, or that are subject to the reporting requirements 
                of section 13(a) or 15(d).''.

SEC. 4. STAND BY YOUR AD REQUIREMENTS.

    (a) Rules for Corporations.--Paragraph (2) of section 318(d) of the 
Federal Election Campaign Act of 1971 (2 U.S.C. 441d(d)) is amended--
            (1) by striking ``Any communication'' and inserting the 
        following:
                    ``(A) In general.--Any communication''; and
            (2) by adding at the end the following new subparagraph:
                    ``(B) Special rule for communications by 
                corporations.--
                            ``(i) In general.--In the case of any 
                        communication described in subparagraph (A) 
                        which is paid for by a corporation--
                                    ``(I) the audio statement required 
                                under this paragraph shall be made by 
                                the president or chief executive 
                                officer of such corporation and shall 
                                identify such individual by name and 
                                position; and
                                    ``(II) for purposes of the second 
                                sentence of subparagraph (A), the view 
                                of the person making the statement 
                                shall be a view of such president or 
                                chief executive officer.
                            ``(ii) Joint communications.--In the case 
                        of any communication described in subparagraph 
                        (A) which is paid for by more than 1 
                        corporation, the president or chief executive 
                        officer described in clause (i) shall be the 
                        president or chief executive officer of the 
                        corporation which pays for the largest portion 
                        of the communication (or, if paid for equally 
                        by all such corporations, the president or 
                        chief executive officer of the corporation with 
                        the highest gross revenue for the calendar year 
                        prior to the date on which such communication 
                        is made).''.
    (b) Rules for Other Entities.--
            (1) In general.--Paragraph (2) of section 318(d) of the 
        Federal Election Campaign Act of 1971 (2 U.S.C. 441d(d)), as 
        amended by subsection (a), is amended by adding at the end the 
        following new subparagraph:
                    ``(C) Special rules for certain other 
                organizations.--In the case of any communication 
                described in paragraph (A) which is paid for by an 
                organization (other than a corporation), such 
                communication shall include, in addition to the other 
                requirements of this section, a statement listing the 
                name of the 3 persons making the largest aggregate 
                contributions to such organization during the 12-month 
                period before the date of the communication.''.
            (2) Reporting of contributors on internet.--Section 304 of 
        such Act (2 U.S.C. 434) is amended by adding at the end the 
        following new subsection:
    ``(j) Internet Disclosure of Contributors for Certain Radio and 
Television Ads.--In addition to any reports required to be filed with 
the Commission under this section, any organization (other than a 
corporation) which makes a communication to which section 318(d)(2)(C) 
applies shall make available on the Internet, by means of a direct link 
from the home page of such organization, the following information:
            ``(1) In the case of any such communication made by a 
        political committee, the information required under subsection 
        (b)(3).
            ``(2) In the case of any communication which is an 
        independent expenditure and which is made by a person other 
        than a political committee, the information required under 
        subsection (c)(2)(C).
            ``(3) In the case of any communication which is an 
        electioneering communication and which is made by a person 
        other than a political committee, the information required 
        under subsection (f)(2)(F).''.
    (c) Effective Date.--The amendments made by this section shall 
apply with respect to communications made after the date of the 
enactment of this Act, without regard to whether or not the Federal 
Election Commission has promulgated regulations to carry out such 
amendments.
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