II 112th CONGRESS 2d Session S. 3392 IN THE SENATE OF THE UNITED STATES July 17, 2012 Mr. Brown of Ohio (for himself, Mr. Sanders, Mr. Harkin, Mr. Whitehouse, Mr. Blumenthal, Mr. Rockefeller, and Mrs. McCaskill) 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 the disclosure of the total number of the domestic and foreign employees of issuers.

1.

Short title

This Act may be cited as the Outsourcing Accountability Act of 2012.

2.

Required disclosure of number of domestic and foreign employees

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: (r)

Disclosure of number of domestic and foreign employees

(1)

In general

Beginning with the first full fiscal year that begins after the date of enactment of this subsection, each issuer required to file reports with the Commission pursuant to subsection (a) shall disclose annually to the Commission and to shareholders— (A)the total number of employees, as defined in subsection (d) of section 3121 of title 26 United States Code, or any regulations interpreting such subsection, who are domiciled in the United States and employed by the issuer or any consolidated subsidiary of the issuer; (B)the total number of employees, as defined in subsection (d) of section 3121 of title 26 United States Code, or any regulations interpreting such subsection, who are domiciled in any country other than the United States and employed by the issuer or any consolidated subsidiary of the issuer, listed by number in each country; and (C)the percentage increase or decrease in the numbers required to be disclosed under subparagraphs (A) and (B) from the previous reporting year. (2)

Exemptions

An issuer shall not be subject to the requirements of paragraph (1) if the issuer is an emerging growth company, as defined in section 3(a). (3)

Regulations

The Commission may promulgate such regulations as it considers necessary to implement the requirement under paragraph (1). .