II 

115TH CONGRESS 

2D SESSION S. 2454 

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 

FEBRUARY 27, 2018 

Ms. WARREN (for herself, Mr. MARKEY, Mr. MERKLEY, Mrs. FEINSTEIN, Mr. 

DURBIN, Mr. BLUMENTHAL, and Mrs. GILLIBRAND) 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. 

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

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Sunlight in Workplace 

5 Harassment Act’’. 


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1 SEC. 2. DISCLOSURE OF PAYMENTS FOR SETTLEMENTS OF 

2 DISPUTES REGARDING SEXUAL ABUSE AND 

3 CERTAIN TYPES OF HARASSMENT AND DIS4 CRIMINATION. 

5 Section 13 of the Securities Exchange Act of 1934 

6 (15 U.S.C. 78m) is amended by adding at the end the 

7 following: 

8 ‘‘(s) DISCLOSURE OF CERTAIN ACTIVITIES REGARD9 ING SETTLEMENTS OF DISPUTES RELATING TO SEXUAL

10 ABUSE AND CERTAIN TYPES OF HARASSMENT OR DIS11 CRIMINATION.— 

12 ‘‘(1) DEFINITIONS.—In this subsection— 

13 ‘‘(A) the term ‘covered discrimination’ 

14 means— 

15 ‘‘(i) discrimination described in any of 

16 clauses (i) through (vi) of subparagraph 

17 (B); or 

18 ‘‘(ii)(I) a violation of section 704(a) of 

19 the Civil Rights Act of 1964 (42 U.S.C. 

20 2000e–3(a)) that is related to discrimina21 tion described in subparagraph (B)(i) or 

22 (B)(vi)(I); 

23 ‘‘(II) a violation of section 4(d) of the 

24 Age Discrimination in Employment Act of 

25 1967 (29 U.S.C. 623(d)) that is related to 


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1 discrimination described in subparagraph 

2 (B)(ii); 

3 ‘‘(III) a violation of subsection (a) or 

4 (b) of section 503 of the Americans with 

5 Disabilities Act of 1990 (42 U.S.C. 12203) 

6 that is related to discrimination described 

7 in subparagraph (B)(iii); 

8 ‘‘(IV) a violation of section 207(f) of 

9 the Genetic Information Nondiscrimination 

10 Act of 2008 (42 U.S.C. 2000ff–6(f)) that 

11 is related to discrimination described in 

12 subparagraph (B)(iv); 

13 ‘‘(V) a violation of section 4311(b) of 

14 title 38, United States Code, that is re15 lated to discrimination described in sub16 paragraph (B)(v); and 

17 ‘‘(VI) a violation of section 

18 40002(b)(13)(A) of the Violence Against 

19 Women Act of 1994 (34 U.S.C. 

20 12291(b)(13)(A)) that— 

21 ‘‘(aa) may cover retaliation de22 scribed in a provision specified in any 

23 of subclauses (I) through (V); and 

24 ‘‘(bb) is related to discrimination 

25 described in subparagraph (B)(vi)(II); 


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1 ‘‘(B) the term ‘covered harassment’ means 

2 harassment that is— 

3 ‘‘(i) discrimination because of race, 

4 color, religion, sex, or national origin under 

5 title VII of the Civil Rights Act of 1964 

6 (42 U.S.C. 2000e et seq.); 

7 ‘‘(ii) discrimination because of age 

8 under the Age Discrimination in Employ9 ment Act of 1967 (29 U.S.C. 621 et seq.); 

10 ‘‘(iii) discrimination on the basis of 

11 disability under— 

12 ‘‘(I) title I of the Americans with 

13 Disabilities Act of 1990 (42 U.S.C. 

14 12111 et seq.); or 

15 ‘‘(II) section 501 of the Rehabili16 tation Act of 1973 (29 U.S.C. 791); 

17 ‘‘(iv) discrimination because of genetic 

18 information under title II of the Genetic 

19 Information Nondiscrimination Act of 

20 2008 (42 U.S.C. 2000ff et seq.); 

21 ‘‘(v) discrimination on the basis of 

22 status concerning service in a uniformed 

23 service under section 4311(a) of title 38, 

24 United States Code; or 


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1 ‘‘(vi) discrimination because of sexual 

2 orientation or gender identity under— 

3 ‘‘(I) title VII of the Civil Rights 

4 Act of 1964 (42 U.S.C. 2000e et 

5 seq.); or 

6 ‘‘(II) section 40002(b)(13)(A) of 

7 the Violence Against Women Act of 

8 1994 (34 U.S.C. 12291(b)(13)(A)); 

9 ‘‘(C) the term ‘covered issuer’ means an 

10 issuer that is required to file Form 10–K; 

11 ‘‘(D) the term ‘Form 10–K’ means the 

12 form described in section 249.310 of title 17, 

13 Code of Federal Regulations, as in effect on the 

14 date of enactment of this subsection; 

15 ‘‘(E) the term ‘gender identity’ means the 

16 gender-related identity, appearance, manner17 isms, or other gender-related characteristics of 

18 an individual, regardless of the designated sex 

19 of the individual at birth; 

20 ‘‘(F) the term ‘settlement’ means any com21 mitment or agreement— 

22 ‘‘(i) without regard to whether the 

23 commitment or agreement, as applicable, is 

24 in writing; and 


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1 ‘‘(ii) under which an issuer directly or 

2 indirectly— 

3 ‘‘(I) provides to an individual 

4 compensation or other consideration 

5 because of an allegation that the indi6 vidual has been a victim of covered 

7 harassment, covered discrimination, or 

8 sexual abuse; or 

9 ‘‘(II) establishes conditions that 

10 affect the terms of the employment, 

11 including by terminating the employ12 ment, of the individual with the 

13 issuer— 

14 ‘‘(aa) because of the experi15 ence of the individual with, or the 

16 participation of the individual in, 

17 an alleged act of covered harass18 ment, covered discrimination, or 

19 sexual abuse; and 

20 ‘‘(bb) in exchange for which 

21 the individual agrees or commits 

22 not to— 

23 ‘‘(AA) bring legal, ad24 ministrative, or any other 


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1 type of action against the 

2 issuer; or 

3 ‘‘(BB) publicly disclose, 

4 for a period of time of any 

5 length, any portion of the al6 leged act described in item 

7 (aa) on which the commit8 ment or agreement, as appli9 cable, is based; 

10 ‘‘(G) the term ‘sexual abuse’ means any 

11 type of sexual contact or behavior that occurs 

12 without the explicit consent of the recipient, in13 cluding forced sexual intercourse, forcible sod14 omy, child molestation, incest, fondling, and at15 tempted rape; and 

16 ‘‘(H) the term ‘sexual orientation’ means 

17 homosexuality, heterosexuality, or bisexuality. 

18 ‘‘(2) DISCLOSURE REQUIREMENTS.— 

19 ‘‘(A) IN GENERAL.—Beginning in the first 

20 fiscal year that begins after the date of enact21 ment of this subsection, each covered issuer 

22 shall disclose annually on Form 10–K, to share23 holders of the covered issuer, and to the pub24 lic— 


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1 ‘‘(i) with respect to the previous 

2 year— 

3 ‘‘(I) the total number of settle4 ments entered into by the covered 

5 issuer, a subsidiary, contractor, or 

6 subcontractor of the covered issuer, or 

7 a corporate executive of the covered 

8 issuer that relate to any alleged act of 

9 sexual abuse, covered harassment, or 

10 covered discrimination that— 

11 ‘‘(aa) occurred in the work12 place of the covered issuer or a 

13 subsidiary, contractor, or subcon14 tractor of the covered issuer; or 

15 ‘‘(bb) involves the behavior 

16 of an employee of the covered 

17 issuer, or a subsidiary, con18 tractor, or subcontractor of the 

19 covered issuer, toward another 

20 such employee, without regard to 

21 whether that behavior occurred in 

22 the workplace of the covered 

23 issuer or the subsidiary, con24 tractor, or subcontractor, as ap25 plicable; 


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1 ‘‘(II) the total dollar amount 

2 paid with respect to the settlements 

3 described in subclause (I); 

4 ‘‘(III) the total number of settle5 ments entered into by the covered 

6 issuer, a subsidiary, contractor, or 

7 subcontractor of the covered issuer, or 

8 a corporate executive of the covered 

9 issuer that relate to any alleged act of 

10 sexual abuse, covered harassment, or 

11 covered discrimination that— 

12 ‘‘(aa) was committed by a 

13 corporate executive of— 

14 ‘‘(AA) the covered issu15 er; or 

16 ‘‘(BB) a subsidiary, 

17 contractor, or subcontractor 

18 of the covered issuer; and 

19 ‘‘(bb)(AA) occurred in the 

20 workplace of the covered issuer 

21 or a subsidiary, contractor, or 

22 subcontractor of the covered 

23 issuer, as applicable; or 

24 ‘‘(BB) involved the behavior 

25 of a corporate executive described 


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1 in item (aa) toward another em2 ployee of the covered issuer or a 

3 subsidiary, contractor, or subcon4 tractor of the covered issuer, as 

5 applicable, without regard to 

6 whether that behavior occurred in 

7 the workplace of the covered 

8 issuer or a subsidiary, contractor, 

9 or subcontractor of the covered 

10 issuer; 

11 ‘‘(IV) the total dollar amount 

12 with respect to the settlements de13 scribed in subclause (III); and 

14 ‘‘(V) the average length of time 

15 required for the covered issuer to re16 solve a complaint relating to covered 

17 discrimination, covered harassment, or 

18 sexual abuse; and 

19 ‘‘(ii) as of the date on which the dis20 closure is made, the total number of com21 plaints relating to covered discrimination, 

22 covered harassment, and sexual abuse that 

23 the covered issuer is working to resolve 

24 through— 


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1 ‘‘(I) processes that are internal 

2 to the covered issuer; and 

3 ‘‘(II) litigation. 

4 ‘‘(B) CATEGORIES.—Subject to subpara5 graph (C), in each disclosure required under 

6 subparagraph (A), a covered issuer shall report 

7 the total number of settlements in subclauses 

8 (I) and (III) of subparagraph (A)(i) and the 

9 total dollar amounts in subclauses (II) and (IV) 

10 of subparagraph (A)(i) in the aggregate and list 

11 each such settlement by any of the following 

12 categories that apply to the settlement: 

13 ‘‘(i) Settlements relating to sexual 

14 abuse, covered discrimination, or covered 

15 harassment because of sex. 

16 ‘‘(ii) Settlements relating to covered 

17 discrimination or covered harassment be18 cause of race, color, or national origin. 

19 ‘‘(iii) Settlements relating to covered 

20 discrimination or covered harassment be21 cause of religion. 

22 ‘‘(iv) Settlements relating to covered 

23 discrimination or covered harassment be24 cause of age. 


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1 ‘‘(v) Settlements relating to covered 

2 discrimination or covered harassment on 

3 the basis of disability. 

4 ‘‘(vi) Settlements relating to covered 

5 discrimination or covered harassment be6 cause of genetic information. 

7 ‘‘(vii) Settlements relating to covered 

8 discrimination or covered harassment on 

9 the basis of status concerning service in a 

10 uniformed service. 

11 ‘‘(viii) Settlements relating to covered 

12 discrimination or covered harassment be13 cause of sexual orientation or gender iden14 tity. 

15 ‘‘(C) PROHIBITIONS ON CERTAIN DISCLO16 SURES.— 

17 ‘‘(i) PROHIBITION ON DISCLOSURES

18 BY COVERED ISSUERS.— 

19 ‘‘(I) IN GENERAL.—A covered 

20 issuer may not— 

21 ‘‘(aa) in any disclosure made 

22 under subparagraph (A), or in 

23 any other public disclosure, dis24 close the name of a victim of an 

25 alleged act of sexual abuse, covVerDate Sep 11 2014 23:43 Feb 28, 2018 Jkt 079200 PO 00000 Frm 00012 Fmt 6652 Sfmt 6201 E:\BILLS\S2454.IS S2454

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1 ered harassment, or covered dis2 crimination on which a settle3 ment or complaint, as applicable, 

4 described in subparagraph (A) is 

5 based; or 

6 ‘‘(bb) under subparagraph 

7 (B), categorize a settlement de8 scribed in subclause (I) or (III) 

9 of subparagraph (A)(i) if the vic10 tim of the alleged act of sexual 

11 abuse, covered harassment, or 

12 covered discrimination on which 

13 the settlement is based objects to 

14 that categorization. 

15 ‘‘(II) INDICATION OF OBJEC16 TION.—A covered issuer shall indicate 

17 in any disclosure made under sub18 paragraph (A) whether any objection 

19 has been made under subclause 

20 (I)(bb) of this clause. 

21 ‘‘(ii) PROHIBITION ON DISCLOSURES

22 BY THE COMMISSION.—The Commission 

23 may not disclose the name of a victim of 

24 an alleged act of sexual abuse, covered har25 assment, or covered discrimination on 


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1 which a settlement or complaint, as appli2 cable, described in subparagraph (A) is 

3 based. 

4 ‘‘(D) PREVENTION OF SEXUAL ABUSE, 

5 COVERED HARASSMENT, AND COVERED DIS6 CRIMINATION.—In each disclosure required 

7 under subparagraph (A), the covered issuer 

8 making the disclosure shall include a descrip9 tion of the measures taken by the covered 

10 issuer and any subsidiary, contractor, or sub11 contractor of the covered issuer to prevent em12 ployees of the covered issuer and any sub13 sidiary, contractor, or subcontractor of the cov14 ered issuer from committing or engaging in sex15 ual abuse, covered harassment, or covered dis16 crimination. 

17 ‘‘(3) REGULATIONS.—The Commission may 

18 promulgate such regulations as the Commission con19 siders necessary to implement the requirements 

20 under paragraph (2).’’. 

Æ 


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