text: SECTION 1. SHORT TITLE.
  
      This Act may be cited as the ``Citizens Right to Know Act of 
  2010''.
  
  SEC. 2. NOTIFICATION TO SHAREHOLDERS OF ELECTIONEERING COMMUNICATIONS.
  
      The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
  amended by inserting after section 17B the following:
  
  ``SEC. 17C. NOTIFICATION TO SHAREHOLDERS OF ELECTIONEERING 
                COMMUNICATIONS.
  
      ``(a) Disclosures to Shareholders.--Each issuer, the securities of 
  which are registered under section 12, or that is subject to the 
  reporting requirements of section 13(a) or 15(d), that makes or 
  participates in an electioneering communication shall disclose such 
  activity, in writing, to each shareholder of the issuer.
      ``(b) Definition.--As used in this section, the term 
  `electioneering communication' has the same meaning as in section 
  304(f)(3)(A) of the Federal Election Campaign Act of 1971 (2 U.S.C. 
  434(f)(3)(A)).''.
  
  SEC. 3. PRIOR SHAREHOLDER APPROVAL OF ELECTIONEERING COMMUNICATIONS.
  
      Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) 
  is amended by adding at the end the following new subsection:
      ``(i) Limitations on Electioneering Communications.--
              ``(1) Prohibition on foreign-owned issuers.--
          Notwithstanding any other provision of law, no issuer may make 
          or participate in any electioneering communication if 51 
          percent or more of the outstanding securities of such issuer 
          are owned or controlled by any foreign principal or agent of a 
          foreign principal.
              ``(2) Prior shareholder approval required.--Before an 
          issuer makes or participates in any electioneering 
          communication, as defined in section 304(f)(3)(A) of the 
          Federal Election Campaign Act of 1971 (2 U.S.C. 434(f)(3)(A)), 
          the issuer shall obtain prior approval, by majority vote of all 
          shareholders, for any such activity. Such vote shall be taken 
          with each shareholder entitled to one vote per share of common 
          stock held, regardless of any per-share voting rights of an 
          outstanding class or classes of common stock under any other 
          agreement or provision to the contrary.
              ``(3) Definitions.--As used in this subsection--
                      ``(A) the term `electioneering communication' has 
                  the same meaning as in section 304(f)(3)(A) of the 
                  Federal Election Campaign Act of 1971 (2 U.S.C. 
                  434(f)(3)(A));
                      ``(B) the terms `foreign principal' and `agent of a 
                  foreign principal' have the same meanings as in section 
                  611 of the Foreign Agents Registration Act of 1938 (11 
                  U.S.C. 611); and
                      ``(C) the term `issuer' means only those issuers, 
                  the securities of which are registered under section 
                  12, or that are subject to the reporting requirements 
                  of section 13(a) or 15(d).''.
  
  SEC. 4. STAND BY YOUR AD REQUIREMENTS.
  
      (a) Rules for Corporations.--Paragraph (2) of section 318(d) of the 
  Federal Election Campaign Act of 1971 (2 U.S.C. 441d(d)) is amended--
              (1) by striking ``Any communication'' and inserting the 
          following:
                      ``(A) In general.--Any communication''; and
              (2) by adding at the end the following new subparagraph:
                      ``(B) Special rule for communications by 
                  corporations.--
                              ``(i) In general.--In the case of any 
                          communication described in subparagraph (A) 
                          which is paid for by a corporation--
                                      ``(I) the audio statement required 
                                  under this paragraph shall be made by 
                                  the president or chief executive 
                                  officer of such corporation and shall 
                                  identify such individual by name and 
                                  position; and
                                      ``(II) for purposes of the second 
                                  sentence of subparagraph (A), the view 
                                  of the person making the statement 
                                  shall be a view of such president or 
                                  chief executive officer.
                              ``(ii) Joint communications.--In the case 
                          of any communication described in subparagraph 
                          (A) which is paid for by more than 1 
                          corporation, the president or chief executive 
                          officer described in clause (i) shall be the 
                          president or chief executive officer of the 
                          corporation which pays for the largest portion 
                          of the communication (or, if paid for equally 
                          by all such corporations, the president or 
                          chief executive officer of the corporation with 
                          the highest gross revenue for the calendar year 
                          prior to the date on which such communication 
                          is made).''.
      (b) Rules for Other Entities.--
              (1) In general.--Paragraph (2) of section 318(d) of the 
          Federal Election Campaign Act of 1971 (2 U.S.C. 441d(d)), as 
          amended by subsection (a), is amended by adding at the end the 
          following new subparagraph:
                      ``(C) Special rules for certain other 
                  organizations.--In the case of any communication 
                  described in paragraph (A) which is paid for by an 
                  organization (other than a corporation), such 
                  communication shall include, in addition to the other 
                  requirements of this section, a statement listing the 
                  name of the 3 persons making the largest aggregate 
                  contributions to such organization during the 12-month 
                  period before the date of the communication.''.
              (2) Reporting of contributors on internet.--Section 304 of 
          such Act (2 U.S.C. 434) is amended by adding at the end the 
          following new subsection:
      ``(j) Internet Disclosure of Contributors for Certain Radio and 
  Television Ads.--In addition to any reports required to be filed with 
  the Commission under this section, any organization (other than a 
  corporation) which makes a communication to which section 318(d)(2)(C) 
  applies shall make available on the Internet, by means of a direct link 
  from the home page of such organization, the following information:
              ``(1) In the case of any such communication made by a 
          political committee, the information required under subsection 
          (b)(3).
              ``(2) In the case of any communication which is an 
          independent expenditure and which is made by a person other 
          than a political committee, the information required under 
          subsection (c)(2)(C).
              ``(3) In the case of any communication which is an 
          electioneering communication and which is made by a person 
          other than a political committee, the information required 
          under subsection (f)(2)(F).''.
      (c) Effective Date.--The amendments made by this section shall 
  apply with respect to communications made after the date of the 
  enactment of this Act, without regard to whether or not the Federal 
  Election Commission has promulgated regulations to carry out such 
  amendments.
target: Citizens Right to Know Act of 2010 - Amends the Securities Exchange Act of 1934 to require issuers of securities to disclose to their shareholders electioneering communications they have made or in which they have participated.
  
  Prohibits an issuer from making or participating in any electioneering communication if 51% or more of its outstanding securities are owned or controlled by a foreign principal or agent of a foreign principal.
  
  Requires an issuer to obtain prior approval by majority vote of all shareholders before making or participating in any electioneering communication.
  
  Amends the Federal Election Campaign Act of 1971 to require that: (1) audio and television communications be made by the president or chief executive officer of the corporation paying for such communications; and (2) they identify the individual by name and position.
  
  Requires a communication paid for by an organization other than a corporation to include a statement listing the names of the three persons making the largest aggregate contributions to the organization during the 12-month period before the date of the communication.
  
  Sets forth Internet disclosure requirements for contributors to certain radio and television ads that are electioneering communications.
feat_title: A bill to require notification to and prior approval by shareholders of certain political expenditures by publicly traded companies, and for other purposes.