[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 1393 Introduced in Senate (IS)]

<DOC>






118th CONGRESS
  1st Session
                                S. 1393

 To amend the Securities Exchange Act of 1934 to require disclosure of 
payments for settlements of disputes regarding sexual abuse and certain 
    types of harassment and discrimination, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                              May 1, 2023

  Ms. Warren (for herself, Ms. Rosen, Mr. Markey, Mrs. Feinstein, Mr. 
 Merkley, Mr. Sanders, Mr. Durbin, and Mr. Blumenthal) 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 disclosure of 
payments for settlements of disputes regarding sexual abuse and certain 
    types of harassment and discrimination, 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 ``Sunlight in Workplace Harassment 
Act''.

SEC. 2. DISCLOSURE OF PAYMENTS FOR SETTLEMENTS OF DISPUTES REGARDING 
              SEXUAL ABUSE AND CERTAIN TYPES OF HARASSMENT AND 
              DISCRIMINATION.

    Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) 
is amended by adding at the end the following:
    ``(t) Disclosure of Certain Activities Regarding Settlements of 
Disputes Relating to Sexual Abuse and Certain Types of Harassment or 
Discrimination.--
            ``(1) Definitions.--In this subsection--
                    ``(A) the term `covered discrimination' means--
                            ``(i) discrimination described in any of 
                        clauses (i) through (vi) of subparagraph (B); 
                        or
                            ``(ii)(I) a violation of section 704(a) of 
                        the Civil Rights Act of 1964 (42 U.S.C. 2000e-
                        3(a)) that is related to discrimination 
                        described in subparagraph (B)(i) or (B)(vi)(I);
                            ``(II) a violation of section 4(d) of the 
                        Age Discrimination in Employment Act of 1967 
                        (29 U.S.C. 623(d)) that is related to 
                        discrimination described in subparagraph 
                        (B)(ii);
                            ``(III) a violation of subsection (a) or 
                        (b) of section 503 of the Americans with 
                        Disabilities Act of 1990 (42 U.S.C. 12203) that 
                        is related to discrimination described in 
                        subparagraph (B)(iii);
                            ``(IV) a violation of section 207(f) of the 
                        Genetic Information Nondiscrimination Act of 
                        2008 (42 U.S.C. 2000ff-6(f)) that is related to 
                        discrimination described in subparagraph 
                        (B)(iv);
                            ``(V) a violation of section 4311(b) of 
                        title 38, United States Code, that is related 
                        to discrimination described in subparagraph 
                        (B)(v); and
                            ``(VI) a violation of section 
                        40002(b)(13)(A) of the Violence Against Women 
                        Act of 1994 (34 U.S.C. 12291(b)(13)(A)) that--
                                    ``(aa) may cover retaliation 
                                described in a provision specified in 
                                any of subclauses (I) through (V); and
                                    ``(bb) is related to discrimination 
                                described in subparagraph (B)(vi)(II);
                    ``(B) the term `covered harassment' means 
                harassment that is--
                            ``(i) discrimination because of a 
                        characteristic consisting of race, color, 
                        religion, sex, sexual orientation, gender 
                        identity, or national origin, whether the 
                        characteristic is actual or perceived, under 
                        title VII of the Civil Rights Act of 1964 (42 
                        U.S.C. 2000e et seq.);
                            ``(ii) discrimination because of actual or 
                        perceived age under the Age Discrimination in 
                        Employment Act of 1967 (29 U.S.C. 621 et seq.);
                            ``(iii) discrimination on the basis of 
                        actual or perceived 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);
                            ``(iv) discrimination because of actual or 
                        perceived genetic information under title II of 
                        the Genetic Information Nondiscrimination Act 
                        of 2008 (42 U.S.C. 2000ff et seq.);
                            ``(v) discrimination on the basis of actual 
                        or perceived status concerning service in a 
                        uniformed service under section 4311(a) of 
                        title 38, United States Code; or
                            ``(vi) discrimination because of a 
                        characteristic consisting of sexual orientation 
                        or gender identity, whether the characteristic 
                        is actual or perceived, under section 
                        40002(b)(13)(A) of the Violence Against Women 
                        Act of 1994 (34 U.S.C. 12291(b)(13)(A));
                    ``(C) the term `covered issuer' means an issuer 
                that is required to file Form 10-K;
                    ``(D) the term `Form 10-K' means the form described 
                in section 249.310 of title 17, Code of Federal 
                Regulations, as in effect on the date of enactment of 
                this subsection;
                    ``(E) the term `gender identity' means a 
                characteristic consisting of the gender-related 
                identity, appearance, mannerisms, or other gender-
                related characteristics of an individual, whether the 
                characteristic is actual or perceived, regardless of 
                the designated sex of the individual at birth;
                    ``(F) the term `judgment' means, with respect to an 
                issuer, a judgment entered against the issuer, whether 
                imposed by a court or through arbitration;
                    ``(G) the term `settlement' means any commitment or 
                agreement--
                            ``(i) without regard to whether the 
                        commitment or agreement, as applicable, is in 
                        writing; and
                            ``(ii) under which an issuer directly or 
                        indirectly--
                                    ``(I) provides to an individual 
                                compensation or other consideration 
                                because of an allegation that the 
                                individual has been a victim of covered 
                                harassment, covered discrimination, or 
                                sexual abuse; or
                                    ``(II) establishes conditions that 
                                affect the terms of the employment, 
                                including by terminating the 
                                employment, of the individual with the 
                                issuer--
                                            ``(aa) because of the 
                                        experience of the individual 
                                        with, or the participation of 
                                        the individual in, an alleged 
                                        act of covered harassment, 
                                        covered discrimination, or 
                                        sexual abuse; and
                                            ``(bb) in exchange for 
                                        which the individual agrees or 
                                        commits not to--

                                                    ``(AA) bring legal, 
                                                administrative, or any 
                                                other type of action 
                                                against the issuer; or

                                                    ``(BB) publicly 
                                                disclose, for a period 
                                                of time of any length, 
                                                any portion of the 
                                                alleged act described 
                                                in item (aa) on which 
                                                the commitment or 
                                                agreement, as 
                                                applicable, is based;

                    ``(H) the term `sexual abuse' means a nonconsensual 
                sexual act or sexual contact, as such terms are defined 
                in section 2246 of title 18, United States Code, or 
                similar applicable Tribal or State law, including such 
                an act or contact in a circumstance in which the victim 
                lacks capacity to consent; and
                    ``(I) the term `sexual orientation' means a 
                characteristic consisting of homosexuality, 
                heterosexuality, or bisexuality, whether the 
                characteristic is actual or perceived.
            ``(2) Disclosure requirements.--
                    ``(A) In general.--Beginning in the first fiscal 
                year that begins after the date of enactment of this 
                subsection, each covered issuer shall disclose annually 
                on Form 10-K, to shareholders of the covered issuer, 
                and to the public--
                            ``(i) for the time periods, and in the 
                        manner, described in subparagraph (B)--
                                    ``(I) the total number of 
                                settlements entered into by the covered 
                                issuer, a subsidiary, contractor, or 
                                subcontractor of the covered issuer, or 
                                a corporate executive of the covered 
                                issuer that relate to any alleged act 
                                of sexual abuse, covered harassment, or 
                                covered discrimination that--
                                            ``(aa) occurred in the 
                                        workplace of the covered issuer 
                                        or a subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer; or
                                            ``(bb) involves the 
                                        behavior of an employee of the 
                                        covered issuer, or of a 
                                        subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer, toward another such 
                                        employee, without regard to 
                                        whether that behavior occurred 
                                        in the workplace of the covered 
                                        issuer or the subsidiary, 
                                        contractor, or subcontractor, 
                                        as applicable;
                                    ``(II) the total dollar amount paid 
                                with respect to the settlements 
                                described in subclause (I);
                                    ``(III) the total number of 
                                settlements entered into by the covered 
                                issuer, a subsidiary, contractor, or 
                                subcontractor of the covered issuer, or 
                                a corporate executive of the covered 
                                issuer that relate to any alleged act 
                                of sexual abuse, covered harassment, or 
                                covered discrimination that--
                                            ``(aa) was committed by a 
                                        corporate executive of--

                                                    ``(AA) the covered 
                                                issuer; or

                                                    ``(BB) a 
                                                subsidiary, contractor, 
                                                or subcontractor of the 
                                                covered issuer; and

                                            ``(bb)(AA) occurred in the 
                                        workplace of the covered issuer 
                                        or a subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer, as applicable; or
                                            ``(BB) involved the 
                                        behavior of a corporate 
                                        executive described in item 
                                        (aa) toward another employee of 
                                        the covered issuer or a 
                                        subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer, as applicable, without 
                                        regard to whether that behavior 
                                        occurred in the workplace of 
                                        the covered issuer or a 
                                        subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer;
                                    ``(IV) the total dollar amount with 
                                respect to the settlements described in 
                                subclause (III);
                                    ``(V) the average length of time 
                                required for the covered issuer to 
                                resolve a complaint relating to an 
                                alleged act of covered discrimination, 
                                covered harassment, or sexual abuse;
                                    ``(VI) the total number of 
                                judgments entered against the covered 
                                issuer, a subsidiary, contractor, or 
                                subcontractor of the covered issuer, or 
                                a corporate executive of the covered 
                                issuer that relate to any alleged act 
                                of sexual abuse, covered harassment, or 
                                covered discrimination that--
                                            ``(aa) occurred in the 
                                        workplace of the covered issuer 
                                        or a subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer; or
                                            ``(bb) involves the 
                                        behavior of an employee of the 
                                        covered issuer, or a 
                                        subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer, toward another such 
                                        employee, without regard to 
                                        whether that behavior occurred 
                                        in the workplace of the covered 
                                        issuer or the subsidiary, 
                                        contractor, or subcontractor, 
                                        as applicable;
                                    ``(VII) the total dollar amount 
                                paid with respect to the judgments 
                                described in subclause (VI);
                                    ``(VIII) the total number of 
                                judgments entered against the covered 
                                issuer, a subsidiary, contractor, or 
                                subcontractor of the covered issuer, or 
                                a corporate executive of the covered 
                                issuer that relate to any alleged act 
                                of sexual abuse, covered harassment, or 
                                covered discrimination that--
                                            ``(aa) was committed by a 
                                        corporate executive of--

                                                    ``(AA) the covered 
                                                issuer; or

                                                    ``(BB) a 
                                                subsidiary, contractor, 
                                                or subcontractor of the 
                                                covered issuer; and

                                            ``(bb)(AA) occurred in the 
                                        workplace of the covered issuer 
                                        or a subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer, as applicable; or
                                            ``(BB) involved the 
                                        behavior of a corporate 
                                        executive described in item 
                                        (aa) toward another employee of 
                                        the covered issuer or a 
                                        subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer, as applicable, without 
                                        regard to whether that behavior 
                                        occurred in the workplace of 
                                        the covered issuer or a 
                                        subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer; and
                                    ``(IX) the total dollar amount with 
                                respect to the judgments described in 
                                subclause (VIII);
                            ``(ii) as of the date on which the 
                        disclosure is made, the total number of 
                        complaints relating to covered discrimination, 
                        covered harassment, and sexual abuse that the 
                        covered issuer is working to resolve through--
                                    ``(I) processes that are internal 
                                to the covered issuer;
                                    ``(II) arbitration; and
                                    ``(III) litigation; and
                            ``(iii) with respect to each alleged act of 
                        covered discrimination, covered harassment, or 
                        sexual abuse that is the subject of a complaint 
                        or settlement described in clauses (i) and 
                        (ii), the date on which that alleged act 
                        occurred, with as much specificity as is 
                        practicable under the circumstances.
                    ``(B) Categories.--
                            ``(i) In general.--Subject to subparagraph 
                        (C), in each disclosure required under 
                        subparagraph (A), a covered issuer shall report 
                        the following:
                                    ``(I) For the fiscal year that is 
                                the subject of that disclosure, the 
                                following:
                                            ``(aa) The total number of 
                                        settlements in subclauses (I) 
                                        and (III) of subparagraph 
                                        (A)(i), in the aggregate.
                                            ``(bb) The total dollar 
                                        amounts in subclauses (II) and 
                                        (IV) of subparagraph (A)(i), in 
                                        the aggregate.
                                            ``(cc) The number of 
                                        settlements in subclauses (I) 
                                        and (III) of subparagraph 
                                        (A)(i), individually.
                                            ``(dd) The dollar amounts 
                                        in subclauses (II) and (IV) of 
                                        subparagraph (A)(i), 
                                        individually.
                                            ``(ee) The total number of 
                                        judgments in subclauses (VI) 
                                        and (VIII) of subparagraph 
                                        (A)(i), in the aggregate.
                                            ``(ff) The total dollar 
                                        amounts in subclauses (VII) and 
                                        (IX) of subparagraph (A)(i), in 
                                        the aggregate.
                                            ``(gg) The number of 
                                        judgments in subclauses (VI) 
                                        and (VIII) of subparagraph 
                                        (A)(i), individually.
                                            ``(hh) The dollar amounts 
                                        in subclauses (VII) and (IX) of 
                                        subparagraph (A)(i), 
                                        individually.
                                    ``(II) For the 7-fiscal year period 
                                that is comprised of the fiscal year 
                                that is the subject of that disclosure 
                                and the 6 fiscal years that precede 
                                that fiscal year, the following:
                                            ``(aa) The total number of 
                                        settlements in subclauses (I) 
                                        and (III) of subparagraph 
                                        (A)(i), in the aggregate.
                                            ``(bb) The total dollar 
                                        amounts in subclauses (II) and 
                                        (IV) of subparagraph (A)(i), in 
                                        the aggregate.
                                            ``(cc) The total number of 
                                        judgments in subclauses (VI) 
                                        and (VIII) of subparagraph 
                                        (A)(i), in the aggregate.
                                            ``(dd) The total dollar 
                                        amounts in subclauses (VII) and 
                                        (IX) of subparagraph (A)(i), in 
                                        the aggregate.
                            ``(ii) Listing.--In disclosing information 
                        in the manner described in clause (i), a 
                        covered issuer shall list a settlement or 
                        judgment, as applicable, by any of the 
                        following categories that apply to the 
                        settlement or judgment:
                                    ``(I) A settlement or judgment 
                                relating to an alleged act of sexual 
                                abuse, covered discrimination, or 
                                covered harassment because of sex.
                                    ``(II) A settlement or judgment 
                                relating to an alleged act of covered 
                                discrimination or covered harassment 
                                because of race, color, or national 
                                origin.
                                    ``(III) A settlement or judgment 
                                relating to an alleged act of covered 
                                discrimination or covered harassment 
                                because of religion.
                                    ``(IV) A settlement or judgment 
                                relating to an alleged act of covered 
                                discrimination or covered harassment 
                                because of age.
                                    ``(V) A settlement or judgment 
                                relating to an alleged act of covered 
                                discrimination or covered harassment on 
                                the basis of disability.
                                    ``(VI) A settlement or judgment 
                                relating to an alleged act of covered 
                                discrimination or covered harassment 
                                because of genetic information.
                                    ``(VII) A settlement or judgment 
                                relating to an alleged act of covered 
                                discrimination or covered harassment on 
                                the basis of status concerning service 
                                in a uniformed service.
                                    ``(VIII) A settlement or judgment 
                                relating to an alleged act of covered 
                                discrimination or covered harassment 
                                because of sexual orientation or gender 
                                identity.
                    ``(C) Prohibitions on certain disclosures; victim 
                choice.--
                            ``(i) Prohibition on disclosures by covered 
                        issuers.--A covered issuer may not--
                                    ``(I) in any disclosure made under 
                                subparagraph (A), or in any other 
                                public disclosure, disclose the name of 
                                a victim of an alleged act of sexual 
                                abuse, covered harassment, or covered 
                                discrimination on which a settlement, 
                                judgment, or complaint, as applicable, 
                                described in subparagraph (A) is based; 
                                or
                                    ``(II) under subparagraph (B)(ii), 
                                include the categorization of a 
                                settlement or judgment described in 
                                subclause (I), (III), (VI), or (VIII) 
                                of subparagraph (A)(i), as applicable, 
                                in any disclosure made under 
                                subparagraph (A) if the victim of the 
                                alleged act of sexual abuse, covered 
                                harassment, or covered discrimination 
                                on which the settlement or judgment is 
                                based objects to the disclosure of that 
                                categorization.
                            ``(ii) Prohibition on disclosures by the 
                        commission.--The Commission may not disclose 
                        the name of a victim of an alleged act of 
                        sexual abuse, covered harassment, or covered 
                        discrimination on which a settlement, judgment, 
                        or complaint, as applicable, described in 
                        subparagraph (A) is based.
                            ``(iii) Victim choice.--
                                    ``(I) In general.--A covered issuer 
                                shall not be required to report 
                                information under subparagraph (B)(i) 
                                if the victim of the alleged act of 
                                sexual abuse, covered harassment, or 
                                covered discrimination on which the 
                                settlement or judgment, as applicable, 
                                is based objects to the reporting of 
                                that information.
                                    ``(II) No effect on subsequent 
                                years.--If information is not reported 
                                in a fiscal year because of an 
                                objection made under subclause (I), 
                                that information shall be reported in 
                                subsequent fiscal years under 
                                subparagraph (B)(ii).
                    ``(D) Prevention of sexual abuse, covered 
                harassment, and covered discrimination.--In each 
                disclosure required under subparagraph (A), the covered 
                issuer making the disclosure shall include a 
                description of the measures taken by the covered issuer 
                and any subsidiary, contractor, or subcontractor of the 
                covered issuer to prevent employees of the covered 
                issuer and any subsidiary, contractor, or subcontractor 
                of the covered issuer from committing or engaging in 
                sexual abuse, covered harassment, or covered 
                discrimination.
            ``(3) Regulations.--The Commission may promulgate such 
        regulations as the Commission considers necessary to implement 
        the requirements under paragraph (2).''.
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