II 112th CONGRESS 1st Session S. 366 IN THE SENATE OF THE UNITED STATES February 16, 2011 Mrs. Gillibrand (for herself and Mr. Kirk) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs A BILL To require disclosure to the Securities and Exchange Commission of certain sanctionable activities, and for other purposes.

1.

Short title

This Act may be cited as the Iran Transparency and Accountability Act of 2011.

2.

Disclosures to the Securities and Exchange Commission relating to sanctionable activities

(a)

In general

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 certain activities relating to Iran, terrorism, and the proliferation of weapons of mass destruction

(1)

General disclosure required

Each issuer required to file an annual or quarterly report under subsection (a) shall include with such report a statement of whether, during the period since the issuer made the last such report, the issuer or any affiliate of the issuer— (A)engaged in an activity described in section 5 of the Iran Sanctions Act of 1996 (Public Law 104–172; 50 U.S.C. 1701 note); (B)knowingly engaged in an activity described in subsection (c)(2) of section 104 of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (22 U.S.C. 8513) or knowingly violated regulations prescribed under subsection (d)(1) or (e)(1) of such section 104; or (C)knowingly conducted any transaction or dealing with— (i)any person the property and interests in property of which are blocked pursuant to Executive Order 13224 (66 Fed. Reg. 49079; relating to blocking property and prohibiting transacting with persons who commit, threaten to commit, or support terrorism); (ii)any person the property and interests in property of which are blocked pursuant to Executive Order 13382 (70 Fed. Reg. 38567; relating to blocking of property of weapons of mass destruction proliferators and their supporters); or (iii)any person on the list contained in Appendix A to part 560 of title 31, Code of Federal Regulations (commonly known as the Iranian Transactions Regulations). (2)

Specific disclosure required

If an issuer reports under paragraph (1) that the issuer or an affiliate of the issuer has engaged in any activity described in that paragraph, the issuer shall include with the statement required under that paragraph a detailed description of each such activity, including— (A)the nature and extent of the activity; (B)the revenues and profits, if any, attributable to the activity; and (C)whether the issuer or the affiliate of the issuer (as the case may be) intends to continue the activity. (3)

Investigation of disclosures

When the Commission receives a report under paragraph (1) from an issuer that the issuer or an affiliate of the issuer has engaged in any activity described in that paragraph, the President shall— (A)initiate an investigation into the possible imposition of sanctions under the Iran Sanctions Act of 1996 (Public Law 104–172; 50 U.S.C. 1701 note), section 104 of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (22 U.S.C. 8513), the Executive Orders or regulations specified in paragraph (1)(C), or any other provision of law; and (B)not later than 180 days after initiating such an investigation, make a determination with respect to whether sanctions should be imposed with respect to the issuer or the affiliate of the issuer (as the case may be). (4)

Public disclosure of information

The Commission shall promptly— (A)make the information provided to the Commission under paragraphs (1) and (2) available to the public by posting the information on the Internet website of the Commission; and (B)provide a copy of that information to— (i)the President; (ii)the Committee on Foreign Affairs and the Committee on Financial Services of the House of Representatives; and (iii)the Committee on Foreign Relations and the Committee on Banking, Housing, and Urban Affairs of the Senate. (5)

Sunset

The provisions of this subsection shall terminate on the date that is 30 days after the date on which the President makes the certification described in section 401(a) of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (22 U.S.C. 8551(a)). . (b)

Effective date

The amendment made by subsection (a) shall take effect with respect to reports required to be filed with the Securities and Exchange Commission after the date that is 90 days after the date of the enactment of this Act.

3.

Deadline for regulations with respect to financial institutions maintaining accounts for foreign financial institutions

Section 104(e)(1) of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (8513(e)(1)) is amended by striking The Secretary and inserting Not later than 90 days after the date of the enactment of the Iran Transparency and Accountability Act of 2011, the Secretary.