[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2728 Introduced in House (IH)]

112th CONGRESS
  1st Session
                                H. R. 2728

 To amend the securities laws to require that registration statements, 
    quarterly and annual reports, and proxy solicitations of public 
companies include a disclosure to shareholders of any expenditure made 
  by that company in support of or in opposition to any candidate for 
                Federal, State, or local public office.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             August 1, 2011

    Mr. Ackerman (for himself, Mr. Gutierrez, Mr. Capuano, and Ms. 
  Slaughter) introduced the following bill; which was referred to the 
                    Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
 To amend the securities laws to require that registration statements, 
    quarterly and annual reports, and proxy solicitations of public 
companies include a disclosure to shareholders of any expenditure made 
  by that company in support of or in opposition to any candidate for 
                Federal, State, or local public office.

    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 ``Corporate Politics Transparency 
Act''.

SEC. 2. DISCLOSURE TO SHAREHOLDERS OF CERTAIN POLITICAL EXPENDITURES.

    (a) Quarterly and Annual Reports.--Section 13 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the end 
the following new subsection:
    ``(m) Disclosure of Certain Political Expenditures.--
            ``(1) Disclosure required.--Each quarterly and annual 
        report required under this section or section 15(d) shall 
        include a disclosure of the total of any political expenditures 
        in support of or in opposition to any candidate for Federal, 
        State, or local public office made by the issuer during the 
        preceding 6-year period. Such disclosures shall contain, at 
        minimum, the name and political party affiliation of each 
        candidate in support of whom or in opposition to whom a 
        political expenditure was made, the amount of each such 
        expenditure, the public office that such candidate was or is 
        seeking, including the relevant State, city, or district, and a 
        statement of the issuer's interest in and reason for making 
        such expenditure.
            ``(2) Definition.--For purposes of this subsection, the 
        term `political expenditure in support of or in opposition to 
        any candidate for Federal, State, or local public office' means 
        an expenditure or series of expenditures totaling more than 
        $10,000 for any single candidate during any single election 
        that--
                    ``(A) is an independent expenditure as such term is 
                defined in section 301(17) of the Federal Election 
                Campaign Act of 1971 or is relating to a candidate for 
                State or local public office that would be treated as 
                an independent expenditure under such Act if the 
                candidate were a candidate for Federal public office;
                    ``(B) is an electioneering communication, as such 
                term is defined in section 304(f)(3) of such Act (2 
                U.S.C. 434(f)(3)); or
                    ``(C) dues or other payments to any other 
                organization that are, or could reasonably be 
                anticipated to be, used or transferred to another 
                association or organization for the purposes described 
                in subparagraph (A) or (B).''.
    (b) Proxies.--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) Disclosure to Shareholders of Political Expenditures.--Any 
solicitation of any proxy or consent or authorization in respect of any 
security of an issuer shall contain a disclosure of the total of any 
political expenditures in support of or in opposition to any candidate 
for Federal, State, or local public office made by the issuer during 
the preceding 6-year period. Such disclosure must be clear and 
conspicuous and, at minimum, contain the name and political party 
affiliation of each candidate in support of whom or in opposition to 
whom a political expenditure was made, the amount of each such 
expenditure, the public office that such candidate was or is seeking, 
including the relevant State, city, or district, and a statement of the 
issuer's interest in and reason for making such expenditure. For 
purposes of this subsection, the term `political expenditure in support 
of or in opposition to any candidate for Federal, State, or local 
public office' has the meaning given such term in section 13(m)(2).''.
    (c) Registration Statements.--Section 7 of the Securities Act of 
1933 (15 U.S.C. 77g) is amended by adding at the end the following:
    ``(c) The registration statement shall also contain a disclosure of 
any political expenditures in support of or in opposition to any 
candidate for Federal, State, or local public office made by the issuer 
during the preceding 6-year period. Such disclosure shall contain, at 
minimum, the name and political party affiliation of each candidate in 
support of whom or in opposition to whom a political expenditure was 
made, the amount of each such expenditure, the public office that such 
candidate was or is seeking, including the relevant State, city, or 
district, and a statement of the issuer's interest in and reason for 
making such expenditure. For purposes of this subsection, the term 
`political expenditure in support of or in opposition to any candidate 
for Federal, State, or local public office' has the meaning given such 
term in section 13(m)(2) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m(m)(3)).''.
    (d) Modification of Forms.--The Securities and Exchange Commission 
shall make such modifications to any forms made available by the 
Commission to facilitate the disclosures required by the amendments 
made by this Act.
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