[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[H.R. 8458 Introduced in House (IH)]

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116th CONGRESS
  2d Session
                                H. R. 8458

    To amend the Securities Exchange Act of 1934 to require public 
  companies to provide sexual harassment claim disclosures in certain 
  reports, to require public companies to implement mandatory sexual 
              harassment training, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                           September 30, 2020

  Mr. Ted Lieu of California 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 public 
  companies to provide sexual harassment claim disclosures in certain 
  reports, to require public companies to implement mandatory sexual 
              harassment training, 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 ``Protections and Transparency in the 
Workplace Act''.

SEC. 2. COVERED DISCRIMINATION AND HARASSMENT DISCLOSURES.

    (a) Definition.--Section 3(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78c(a)) is amended--
            (1) by redesignating the second paragraph (80) (related to 
        funding portals) as paragraph (81); and
            (2) by adding at the end the following:
            ``(82) Covered discrimination and harassment.--The term 
        `covered discrimination and harassment' means--
                    ``(A) discrimination because of race, color, 
                religion, sex (including sexual orientation and gender 
                identity), or national origin under title VII of the 
                Civil Rights Act of 1964 (42 U.S.C. 2000e et seq.);
                    ``(B) discrimination because of age under the Age 
                Discrimination in Employment Act of 1967 (29 U.S.C. 621 
                et seq.);
                    ``(C) discrimination on the basis of disability 
                under--
                            ``(i) title I of the Americans with 
                        Disabilities Act of 1990 (42 U.S.C. 12111 et 
                        seq.); or
                            ``(ii) section 501 of the Rehabilitation 
                        Act of 1973 (29 U.S.C. 791);
                    ``(D) discrimination because of genetic information 
                under title II of the Genetic Information 
                Nondiscrimination Act of 2008 (42 U.S.C. 2000ff et 
                seq.);
                    ``(E) discrimination on the basis of status 
                concerning service in a uniformed service under section 
                4311(a) of title 38, United States Code;
                    ``(F) sexual harassment; or
                    ``(G) sexual assault or abuse.''.
    (b) Disclosures.--Section 13 of the Securities Exchange Act of 1934 
(15 U.S.C. 78m) is amended by adding at the end the following:
    ``(s) Covered Discrimination and Harassment Disclosures.--
            ``(1) Annual and quarterly disclosures.--Each issuer 
        required to file an annual or quarterly report under subsection 
        (a) shall disclose, in each such report, the following:
                    ``(A) In general.--
                            ``(i) The number of covered discrimination 
                        and harassment claims received within the 
                        reporting period.
                            ``(ii) The current number of covered 
                        discrimination and harassment claims being 
                        investigated at the time of the report.
                            ``(iii) The number of covered 
                        discrimination and harassment claims that were 
                        resolved within the reporting period.
                            ``(iv) The number of settlements in 
                        connection with covered discrimination and 
                        harassment claims within the reporting period.
                            ``(v) The number of court judgements in 
                        connection with covered discrimination and 
                        harassment claims within the reporting period.
                            ``(vi) The aggregate amount of payments 
                        made in connection with covered discrimination 
                        and harassment claims, including payments made 
                        by persons other than the issuer (including 
                        amounts that may have been paid under an 
                        insurance policy or directly by an employee of 
                        the issuer).
                            ``(vii) The outcomes of all adjudicated 
                        covered discrimination and harassment cases, 
                        including which party was the prevailing party 
                        or, if there was no prevailing party, whether 
                        there was a settlement with no admission of 
                        guilt.
                    ``(B) Additional disclosures.--
                            ``(i) The number of repeat settlements of 
                        covered discrimination and harassment claims 
                        with respect to a specific individual.
                            ``(ii) The efforts taken by the issuer, 
                        including mandatory covered discrimination and 
                        harassment training, to prevent the 
                        perpetration of harassment, discrimination, or 
                        abuse by employees.
                            ``(iii) The average length of time it takes 
                        for the issuer to resolve covered 
                        discrimination and harassment claims.
                    ``(C) Inclusion of related entities.--
                            ``(i) In general.--In making any disclosure 
                        under this paragraph, the issuer shall 
                        disclosure such information with respect to 
                        itself as well as any parent, subsidiary, or 
                        affiliate.
                            ``(ii) Data format.--In making any 
                        disclosure under this paragraph, the issuer 
                        shall report each of the following sets of 
                        data:
                                    ``(I) In an aggregated format 
                                including the disclosures with respect 
                                to the issuer and all parents, 
                                subsidiaries, and affiliates of the 
                                issuer.
                                    ``(II) The aggregate of the 
                                disclosures for all parents, 
                                subsidiaries, and affiliates of the 
                                issuer.
                                    ``(III) Separate disclosures for 
                                the issuer and each parent, subsidiary, 
                                or affiliate.
            ``(2) Attestation requirement.--Each issuer required to 
        file an annual or quarterly report under subsection (a) shall 
        include with such report a separate attestation by the general 
        counsel, the chief financial officer, the chief executive 
        officer, and each member of the board of directors of the 
        issuer that the issuer--
                    ``(A) has in place policies and systems to ensure 
                that the management of the issuer is aware of the 
                requirements of this subsection, section 14C, and 
                section 14D, and any rules issued thereunder; and
                    ``(B) is in compliance with such requirements and 
                rules.
            ``(3) Current reports.--
                    ``(A) In general.--Each issuer required to file 
                current reports under this section shall--
                            ``(i) file such a report each time the 
                        issuer enters or exits any agreement related to 
                        the resolution of a covered discrimination and 
                        harassment claim against the issuer (or a 
                        parent, subsidiary, or other affiliate of the 
                        issuer); and
                            ``(ii) state in such report whether the 
                        agreement involved a claim against an employee 
                        who has had 2 or more previous covered 
                        discrimination and harassment claims made 
                        against them.
                    ``(B) Redactions.--In making a report required 
                under subparagraph (A), the issuer--
                            ``(i) may redact the names of specific 
                        individuals involved with the agreement; and
                            ``(ii) unless the issuer has received 
                        consent from a complainant, shall redact the 
                        name of the complainant.
            ``(4) Claim defined.--In this subsection, the term `claim' 
        means any allegation, assertion, or formal legal action.''.

SEC. 3. INDEPENDENT AND IMPARTIAL INVESTIGATORY REQUIREMENTS.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended by inserting after section 14B the following:

``SEC. 14C. INDEPENDENT AND IMPARTIAL INVESTIGATORY REQUIREMENTS.

    ``(a) In General.--In investigating any covered discrimination and 
harassment claim, an issuer shall engage and pay for a third-party law 
firm to investigate reports of covered discrimination and harassment on 
an impartial, fact-finding basis rather than at the direction of or 
scope defined by the issuer.
    ``(b) Selection of Law Firm.--In choosing the third-party law firm 
to be engaged under subsection (a), the issuer may only choose a law 
firm agreed to by all employees involved with the claim.
    ``(c) Claim Defined.--In this section, the term `claim' means any 
allegation, assertion, or formal legal action.''.

SEC. 4. MANDATORY COVERED DISCRIMINATION AND HARASSMENT TRAINING, 
              INCLUDING BYSTANDER TRAINING, AND WORKPLACE SURVEY.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), as 
amended by section 3, is further amended by inserting after section 14C 
the following:

``SEC. 14D. MANDATORY COVERED DISCRIMINATION AND HARASSMENT TRAINING, 
              INCLUDING BYSTANDER TRAINING, AND WORKPLACE SURVEY.

    ``(a) Workplace Training Programs.--
            ``(1) In general.--Each covered issuer shall develop and 
        disseminate workplace training programs to educate employees at 
        all levels, no matter what position, about what constitutes 
        prohibited covered discrimination and harassment, how to report 
        covered discrimination and harassment, how to prevent covered 
        discrimination and harassment, and what rights employees have 
        with respect to covered discrimination and harassment.
            ``(2) Special training for certain employees.--Each 
        training program developed under paragraph (1) shall require 
        separate training for managers and human resources employees.
            ``(3) Specific contents of training program.--Each training 
        program developed under paragraph (1) shall contain the 
        following:
                    ``(A) An explanation of what constitutes covered 
                discrimination and harassment.
                    ``(B) An explanation of how covered discrimination 
                and harassment can impact victims.
                    ``(C) The rights of individuals with respect to 
                covered discrimination and harassment and how to report 
                it.
                    ``(D) How individuals, including bystanders who 
                encounter covered discrimination and harassment, can 
                intervene or report covered discrimination and 
                harassment and what their rights are should they 
                report.
                    ``(E) How employers and managers can prevent 
                covered discrimination and harassment from occurring in 
                the workplace.
                    ``(F) An identification of available resources for 
                making complaints, including contact information for 
                the head of human resources, contact information for 
                the whistleblower tip line established under this 
                section, and other public resources where further 
                information can be obtained, such as law enforcement 
                agencies, hospitals, and mental health resources.
            ``(4) Frequency of training.--Each training program 
        developed under paragraph (1) shall--
                    ``(A) require new employees to complete the 
                training program not later than 60 days after the 
                employee assumes their position;
                    ``(B) require all employees to complete the 
                training program once annually; and
                    ``(C) require any employee found to have committed 
                covered discrimination and harassment to retake the 
                training as soon as possible.
    ``(b) Annual Survey.--Each covered issuer shall conduct an annual 
survey of the issuer's employees to determine--
            ``(1) whether employees feel safe;
            ``(2) whether employees would be comfortable reporting 
        sexual harassment; and
            ``(3) if there are ways the issuer could create better 
        avenues for employees to report sexual harassment.
    ``(c) Use of Outside Law Firms.--
            ``(1) In general.--Each covered issuer shall contract with 
        a third-party law firm to carry out the workplace training 
        program required under subsection (a) and the annual survey 
        required under subsection (b).
            ``(2) Sense of congress.--It is the sense of the Congress 
        that covered issuers should use the same law firm to carry out 
        the annual survey and the workplace training program.
    ``(d) Whistleblower Tip Line.--Each covered issuer shall--
            ``(1) establish an anonymous whistle blower tip line for 
        employees; and
            ``(2) with respect to any report made to the tip line, 
        immediately provide the report to the general counsel of the 
        issuer, the head of human resources for the issuer, and the 
        members of the board of directors of the issuer.
    ``(e) Definitions.--In this section:
            ``(1) Covered issuer.--The term `covered issuer' means an 
        issuer of a security registered pursuant to section 12.
            ``(2) Employee.--With respect to an issuer, the term 
        `employee' means--
                    ``(A) an employee of the issuer, including a 
                volunteer or other individual working for the issuer 
                without pay; and
                    ``(B) an independent contractor who is contracting 
                with the issuer, and each employee of the independent 
                contractor, including a volunteer or other individual 
                working for the contractor without pay.''.
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