[Congressional Record Volume 164, Number 39 (Tuesday, March 6, 2018)]
[Senate]
[Pages S1387-S1388]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]
SA 2066. Ms. WARREN (for herself and Mr. Durbin) submitted an
amendment intended to be proposed by her to the bill S. 2155, to
promote economic growth, provide tailored regulatory relief, and
enhance consumer protections, and for other purposes; which was ordered
to lie on the table; as follows:
At the appropriate place, insert the following:
SEC. __. 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:
``(s) 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 race, color, religion, sex,
or national origin under title VII of the Civil Rights Act of
1964 (42 U.S.C. 2000e et seq.);
``(ii) discrimination because of age under the Age
Discrimination in Employment Act of 1967 (29 U.S.C. 621 et
seq.);
``(iii) 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);
``(iv) discrimination because of 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 status concerning
service in a uniformed service under section 4311(a) of title
38, United States Code; or
``(vi) discrimination because of sexual orientation or
gender identity under--
``(I) title VII of the Civil Rights Act of 1964 (42 U.S.C.
2000e et seq.); or
``(II) 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 the gender-related
identity, appearance, mannerisms, or other gender-related
characteristics of an individual, regardless of the
designated sex of the individual at birth;
``(F) 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;
``(G) the term `sexual abuse' means any type of sexual
contact or behavior that occurs without the explicit consent
of the recipient, including forced sexual intercourse,
forcible sodomy, child molestation, incest, fondling, and
attempted rape; and
``(H) the term `sexual orientation' means homosexuality,
heterosexuality, or bisexuality.
``(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) with respect to the previous year--
``(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 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--
[[Page S1388]]
``(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); and
``(V) the average length of time required for the covered
issuer to resolve a complaint relating to covered
discrimination, covered harassment, or sexual abuse; and
``(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;
and
``(II) litigation.
``(B) Categories.--Subject to subparagraph (C), in each
disclosure required under subparagraph (A), a covered issuer
shall report the total number of settlements in subclauses
(I) and (III) of subparagraph (A)(i) and the total dollar
amounts in subclauses (II) and (IV) of subparagraph (A)(i) in
the aggregate and list each such settlement by any of the
following categories that apply to the settlement:
``(i) Settlements relating to sexual abuse, covered
discrimination, or covered harassment because of sex.
``(ii) Settlements relating to covered discrimination or
covered harassment because of race, color, or national
origin.
``(iii) Settlements relating to covered discrimination or
covered harassment because of religion.
``(iv) Settlements relating to covered discrimination or
covered harassment because of age.
``(v) Settlements relating to covered discrimination or
covered harassment on the basis of disability.
``(vi) Settlements relating to covered discrimination or
covered harassment because of genetic information.
``(vii) Settlements relating to covered discrimination or
covered harassment on the basis of status concerning service
in a uniformed service.
``(viii) Settlements relating to covered discrimination or
covered harassment because of sexual orientation or gender
identity.
``(C) Prohibitions on certain disclosures.--
``(i) Prohibition on disclosures by covered issuers.--
``(I) In general.--A covered issuer may not--
``(aa) 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 or complaint, as
applicable, described in subparagraph (A) is based; or
``(bb) under subparagraph (B), categorize a settlement
described in subclause (I) or (III) of subparagraph (A)(i) if
the victim of the alleged act of sexual abuse, covered
harassment, or covered discrimination on which the settlement
is based objects to that categorization.
``(II) Indication of objection.--A covered issuer shall
indicate in any disclosure made under subparagraph (A)
whether any objection has been made under subclause (I)(bb)
of this clause.
``(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 or complaint, as
applicable, described in subparagraph (A) is based.
``(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).''.
______