I 

113TH CONGRESS 

1ST SESSION H. R. 2214 

To amend the securities laws to require that registration statements, quarterly 

and annual reports, and proxy solicitations of public companies include 

a disclosure to shareholders of any expenditure made by that company 

in support of or in opposition to any candidate for Federal, State, 

or local public office. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 24, 2013 

Ms. MENG (for herself, Mr. BLUMENAUER, Mr. CAPUANO, Mr. CARTWRIGHT, 

Ms. CHU, Mr. CICILLINE, Mr. COHEN, Mr. CONYERS, Ms. EDWARDS, Mr. 

ELLISON, Mr. CONNOLLY, Mr. JOHNSON of Georgia, Mr. HUFFMAN, Mr. 

MCGOVERN, Mr. MURPHY of Florida, Mr. POCAN, Mr. RANGEL, Ms. 

SHEA-PORTER, Ms. SLAUGHTER, and Mr. MICHAUD) introduced the following bill; which was referred to the Committee on Financial Services 

A BILL 

To amend the securities laws to require that registration 

statements, quarterly and annual reports, and proxy solicitations of public companies include a disclosure to 

shareholders of any expenditure made by that company 

in support of or in opposition to any candidate for Federal, State, or local public office. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 


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1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Corporate Politics 

3 Transparency Act’’. 

4 SEC. 2. DISCLOSURE TO SHAREHOLDERS OF CERTAIN PO5 LITICAL EXPENDITURES. 

6 (a) QUARTERLY AND ANNUAL REPORTS.—Section 13 

7 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) 

8 is amended by adding at the end the following new sub9 section: 

10 ‘‘(s) DISCLOSURE OF CERTAIN POLITICAL EXPENDI11 TURES.— 

12 ‘‘(1) DISCLOSURE REQUIRED.—Each quarterly 

13 and annual report required under this section or sec14 tion 15(d) shall include a disclosure of the total of 

15 any political expenditures in support of or in opposi16 tion to any candidate for Federal, State, or local 

17 public office made by the issuer during the preceding 

18 6-year period. Such disclosures shall contain, at min19 imum, the name and political party affiliation of 

20 each candidate in support of whom or in opposition 

21 to whom a political expenditure was made, the 

22 amount of each such expenditure, the public office 

23 that such candidate was or is seeking, including the 

24 relevant State, city, or district, and a statement of 

25 the issuer’s interest in and reason for making such 

26 expenditure. 


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1 ‘‘(2) DEFINITION.—For purposes of this sub2 section, the term ‘political expenditure in support of 

3 or in opposition to any candidate for Federal, State, 

4 or local public office’ means an expenditure or series 

5 of expenditures totaling more than $10,000 for any 

6 single candidate during any single election that— 

7 ‘‘(A) is an independent expenditure as such 

8 term is defined in section 301(17) of the Fed9 eral Election Campaign Act of 1971 or is relat10 ing to a candidate for State or local public of11 fice that would be treated as an independent ex12 penditure under such Act if the candidate were 

13 a candidate for Federal public office; 

14 ‘‘(B) is an electioneering communication, 

15 as such term is defined in section 304(f)(3) of 

16 such Act (2 U.S.C. 434(f)(3)); or 

17 ‘‘(C) dues or other payments to any other 

18 organization that are, or could reasonably be 

19 anticipated to be, used or transferred to an20 other association or organization for the pur21 poses described in subparagraph (A) or (B).’’. 

22 (b) PROXIES.—Section 14 of the Securities Exchange 

23 Act of 1934 (15 U.S.C. 78n) is amended by adding at 

24 the end the following new subsection: 


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1 ‘‘(k) DISCLOSURE TO SHAREHOLDERS OF POLITICAL

2 EXPENDITURES.—Any solicitation of any proxy or consent 

3 or authorization in respect of any security of an issuer 

4 shall contain a disclosure of the total of any political ex5 penditures in support of or in opposition to any candidate 

6 for Federal, State, or local public office made by the issuer 

7 during the preceding 6-year period. Such disclosure must 

8 be clear and conspicuous and, at minimum, contain the 

9 name and political party affiliation of each candidate in 

10 support of whom or in opposition to whom a political ex11 penditure was made, the amount of each such expenditure, 

12 the public office that such candidate was or is seeking, 

13 including the relevant State, city, or district, and a state14 ment of the issuer’s interest in and reason for making 

15 such expenditure. For purposes of this subsection, the 

16 term ‘political expenditure in support of or in opposition 

17 to any candidate for Federal, State, or local public office’ 

18 has the meaning given such term in section 13(m)(2).’’. 

19 (c) REGISTRATION STATEMENTS.—Section 7 of the 

20 Securities Act of 1933 (15 U.S.C. 77g) is amended by 

21 adding at the end the following: 

22 ‘‘(e) The registration statement shall also contain a 

23 disclosure of any political expenditures in support of or 

24 in opposition to any candidate for Federal, State, or local 

25 public office made by the issuer during the preceding 6- 


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1 year period. Such disclosure shall contain, at minimum, 

2 the name and political party affiliation of each candidate 

3 in support of whom or in opposition to whom a political 

4 expenditure was made, the amount of each such expendi5 ture, the public office that such candidate was or is seek6 ing, including the relevant State, city, or district, and a 

7 statement of the issuer’s interest in and reason for making 

8 such expenditure. For purposes of this subsection, the 

9 term ‘political expenditure in support of or in opposition 

10 to any candidate for Federal, State, or local public office’ 

11 has the meaning given such term in section 13(m)(2) of 

12 the Securities Exchange Act of 1934 (15 U.S.C. 

13 78m(m)(3)).’’. 

14 (d) MODIFICATION OF FORMS.—The Securities and 

15 Exchange Commission shall make such modifications to 

16 any forms made available by the Commission to facilitate 

17 the disclosures required by the amendments made by this 

18 Act. 

19 (e) EFFECTIVE DATE.—The amendments made by 

20 this Act shall take effect beginning with the first reports 

21 that are the subject of such amendments that are required 

22 to be filed for the fiscal year that begins after the date 

23 of enactment of this Act. 

Æ 


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