Shareholder Political Transparency Act of 2021
This bill requires an issuer of securities to disclose information related to expenditures for political activities. Specifically, issuers must disclose quarterly any such expenditure, including by identifying any candidate the expenditure was made in relation to and any trade association or other tax-exempt organization that received dues or other payments that may be used for political activities. Annually, issuers must report on expenditures for political activities made in the previous year over $10,000 and information related to anticipated expenditures for the next year.
The Government Accountability Office must report on the effectiveness of the Securities and Exchange Commission's oversight of these reporting and disclosure requirements.
To amend the Securities Exchange Act of 1934 to require reporting of 
 certain expenditures for political activities, 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 ``Shareholder Political Transparency 
Act of 2021''.

SEC. 2. FINDINGS.

    Congress finds that--
            (1) corporations make significant political contributions 
        and expenditures that directly or indirectly influence the 
        election of candidates and support or oppose political causes;
            (2) decisions to use corporate funds for political 
        contributions and expenditures are usually made by corporate 
        boards and executives, rather than shareholders;
            (3) corporations, acting through boards and executives, are 
        obligated to conduct business for the best interests of their 
        owners, the shareholders;
            (4) historically, shareholders have not had a way to know, 
        or to influence, the political activities of corporations they 
        own;
            (5) shareholders and the public have a right to know how 
        corporate managers are spending company funds to make political 
        contributions and expenditures benefitting candidates, 
        political parties, and political causes; and
            (6) corporations should be accountable to shareholders in 
        making political contributions or expenditures affecting 
        Federal governance and public policy.

SEC. 3. REPORTING REQUIREMENTS.

    Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) 
is amended by adding at the end the following:
    ``(s) Reporting Requirements Relating to Certain Political 
Expenditures.--
            ``(1) Definitions.--In this subsection:
                    ``(A) Expenditure for political activities.--The 
                term `expenditure for political activities'--
                            ``(i) means--
                                    ``(I) an independent expenditure 
                                (as defined in section 301(17) of the 
                                Federal Election Campaign Act of 1971 
                                (52 U.S.C. 30101(17)));
                                    ``(II) an electioneering 
                                communication (as defined in section 
                                304(f)(3) of that Act (52 U.S.C. 
                                30104(f)(3))) and any other public 
                                communication (as defined in section 
                                301(22) of that Act (52 U.S.C. 
                                30101(22))) that would be an 
                                electioneering communication if it were 
                                a broadcast, cable, or satellite 
                                communication; or
                                    ``(III) dues or other payments to 
                                trade associations or organizations 
                                described in section 501(c) of the 
                                Internal Revenue Code of 1986 and 
                                exempt from tax under section 501(a) of 
                                that Code that are, or could reasonably 
                                be anticipated to be, used or 
                                transferred to another association or 
                                organization for the purposes described 
                                in subclause (I) or (II); and
                            ``(ii) does not include--
                                    ``(I) direct lobbying efforts 
                                through registered lobbyists employed 
                                or hired by the issuer;
                                    ``(II) communications by an issuer 
                                to its shareholders and executive or 
                                administrative personnel and their 
                                families; or
                                    ``(III) the establishment and 
                                administration of contributions to a 
                                separate segregated fund to be utilized 
                                for political purposes by a 
                                corporation.
                    ``(B) Issuer.--The term `issuer' does not include 
                an investment company registered under section 8 of the 
                Investment Company Act of 1940 (15 U.S.C. 80a-8).
            ``(2) Quarterly reports.--
                    ``(A) Reports required.--Not later than 180 days 
                after the date of enactment of this subsection, the 
                Commission shall amend the reporting rules under this 
                section to require each issuer with a class of equity 
                securities registered under section 12 of this title to 
                submit to the Commission and the shareholders of the 
                issuer a quarterly report containing--
                            ``(i) a description of any expenditure for 
                        political activities made during the preceding 
                        quarter;
                            ``(ii) the date of each expenditure for 
                        political activities;
                            ``(iii) the amount of each expenditure for 
                        political activities;
                            ``(iv) if the expenditure for political 
                        activities was made in support of or in 
                        opposition to a candidate, the name of the 
                        candidate and the office sought by, and the 
                        political party affiliation of, the candidate; 
                        and
                            ``(v) the name or identity of trade 
                        associations or organizations described in 
                        section 501(c) of the Internal Revenue Code of 
                        1986 and exempt from tax under section 501(a) 
                        of such Code which receive dues or other 
                        payments as described in paragraph 
                        (1)(A)(i)(III).
                    ``(B) Public availability.--The Commission shall 
                ensure that the quarterly reports required under this 
                paragraph are publicly available through the Internet 
                website of the Commission and through the EDGAR system 
                in a manner that is searchable, sortable, and 
                downloadable, consistent with the requirements under 
                section 24.
            ``(3) Annual reports.--Not later than 180 days after the 
        date of enactment of this subsection, the Commission shall, by 
        rule, require each issuer to include in the annual report of 
        the issuer to shareholders--
                    ``(A) a summary of each expenditure for political 
                activities made during the preceding year in excess of 
                $10,000, and each expenditure for political activities 
                for a particular election if the total amount of such 
                expenditures for that election is in excess of $10,000;
                    ``(B) a description of the specific nature of any 
                expenditure for political activities the issuer intends 
                to make for the forthcoming fiscal year, to the extent 
                the specific nature is known to the issuer; and
                    ``(C) the total amount of expenditures for 
                political activities intended to be made by the issuer 
                for the forthcoming fiscal year.''.

SEC. 4. REPORTS.

    (a) Securities and Exchange Commission.--The Securities and 
Exchange Commission shall--
            (1) conduct an annual assessment of the compliance of 
        issuers with section 13(s) of the Securities Exchange Act of 
        1934, as added by section 3; and
            (2) submit to Congress an annual report containing the 
        results of the assessment under paragraph (1).
    (b) Government Accountability Office.--The Comptroller General of 
the United States shall periodically evaluate and report to Congress on 
the effectiveness of the oversight by the Securities and Exchange 
Commission of the reporting and disclosure requirements under section 
13(s) of the Securities Exchange Act of 1934, as added by section 3.
                                                  Union Calendar No. 36

117th CONGRESS

  1st Session

                               H. R. 1087

                          [Report No. 117-53]

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Shareholder Political Transparency Act of 2021
To amend the Securities Exchange Act of 1934 to require reporting of certain expenditures for political activities, and for other purposes.
Shareholder Political Transparency Act of 2021
Shareholder Political Transparency Act of 2021
Rep. Foster, Bill