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Union Calendar No. 36 

117TH CONGRESS 

1ST SESSION H. R. 1087 

[Report No. 117–53] 

To amend the Securities Exchange Act of 1934 to require reporting of 

certain expenditures for political activities, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

FEBRUARY 18, 2021 

Mr. FOSTER (for himself, Ms. SCHAKOWSKY, Mr. PHILLIPS, Mr. DEFAZIO, 

Ms. NORTON, Ms. VELA ́ZQUEZ, Mr. RASKIN, Mr. CROW, Mr. WELCH, Mr. 

CARBAJAL, and Ms. MENG) introduced the following bill; which was referred to the Committee on Financial Services 

JUNE 8, 2021 

Additional sponsor: Mr. GARCI ́A of Illinois 

JUNE 8, 2021 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union, and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 

[For text of introduced bill, see copy of bill as introduced on February 18, 2021] 


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A BILL 

To amend the Securities Exchange Act of 1934 to require 

reporting of certain expenditures for political activities, 

and for other purposes. 


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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 ‘‘Shareholder Political 

5 Transparency Act of 2021’’. 

6 SEC. 2. FINDINGS. 

7 Congress finds that— 

8 (1) corporations make significant political con9 tributions and expenditures that directly or indirectly 

10 influence the election of candidates and support or 

11 oppose political causes; 

12 (2) decisions to use corporate funds for political 

13 contributions and expenditures are usually made by 

14 corporate boards and executives, rather than share15 holders; 

16 (3) corporations, acting through boards and ex17 ecutives, are obligated to conduct business for the best 

18 interests of their owners, the shareholders; 

19 (4) historically, shareholders have not had a way 

20 to know, or to influence, the political activities of cor21 porations they own; 

22 (5) shareholders and the public have a right to 

23 know how corporate managers are spending company 

24 funds to make political contributions and expendiVerDate Sep 11 2014 19:48 Jun 08, 2021 Jkt 019200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6203 E:\BILLS\H1087.RH H1087

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1 tures benefitting candidates, political parties, and po2 litical causes; and 

3 (6) corporations should be accountable to share4 holders in making political contributions or expendi5 tures affecting Federal governance and public policy. 

6 SEC. 3. REPORTING REQUIREMENTS. 

7 Section 13 of the Securities Exchange Act of 1934 (15 

8 U.S.C. 78m) is amended by adding at the end the following: 

9 ‘‘(s) REPORTING REQUIREMENTS RELATING TO CER10 TAIN POLITICAL EXPENDITURES.— 

11 ‘‘(1) DEFINITIONS.—In this subsection: 

12 ‘‘(A) EXPENDITURE FOR POLITICAL ACTIVI13 TIES.—The term ‘expenditure for political activi14 ties’— 

15 ‘‘(i) means— 

16 ‘‘(I) an independent expenditure 

17 (as defined in section 301(17) of the 

18 Federal Election Campaign Act of 

19 1971 (52 U.S.C. 30101(17))); 

20 ‘‘(II) an electioneering commu21 nication (as defined in section 

22 304(f)(3) of that Act (52 U.S.C. 

23 30104(f)(3))) and any other public 

24 communication (as defined in section 

25 301(22) of that Act (52 U.S.C. 


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1 30101(22))) that would be an election2 eering communication if it were a 

3 broadcast, cable, or satellite commu4 nication; or 

5 ‘‘(III) dues or other payments to 

6 trade associations or organizations de7 scribed in section 501(c) of the Internal 

8 Revenue Code of 1986 and exempt from 

9 tax under section 501(a) of that Code 

10 that are, or could reasonably be antici11 pated to be, used or transferred to an12 other association or organization for 

13 the purposes described in subclause (I) 

14 or (II); and 

15 ‘‘(ii) does not include— 

16 ‘‘(I) direct lobbying efforts 

17 through registered lobbyists employed 

18 or hired by the issuer; 

19 ‘‘(II) communications by an 

20 issuer to its shareholders and executive 

21 or administrative personnel and their 

22 families; or 

23 ‘‘(III) the establishment and ad24 ministration of contributions to a sepVerDate Sep 11 2014 19:48 Jun 08, 2021 Jkt 019200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6203 E:\BILLS\H1087.RH H1087

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1 arate segregated fund to be utilized for 

2 political purposes by a corporation. 

3 ‘‘(B) ISSUER.—The term ‘issuer’ does not 

4 include an investment company registered under 

5 section 8 of the Investment Company Act of 1940 

6 (15 U.S.C. 80a–8). 

7 ‘‘(2) QUARTERLY REPORTS.— 

8 ‘‘(A) REPORTS REQUIRED.—Not later than 

9 180 days after the date of enactment of this sub10 section, the Commission shall amend the report11 ing rules under this section to require each issuer 

12 with a class of equity securities registered under 

13 section 12 of this title to submit to the Commis14 sion and the shareholders of the issuer a quar15 terly report containing— 

16 ‘‘(i) a description of any expenditure 

17 for political activities made during the pre18 ceding quarter; 

19 ‘‘(ii) the date of each expenditure for 

20 political activities; 

21 ‘‘(iii) the amount of each expenditure 

22 for political activities; 

23 ‘‘(iv) if the expenditure for political ac24 tivities was made in support of or in oppo25 sition to a candidate, the name of the canVerDate Sep 11 2014 19:48 Jun 08, 2021 Jkt 019200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6203 E:\BILLS\H1087.RH H1087

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1 didate and the office sought by, and the po2 litical party affiliation of, the candidate; 

3 and 

4 ‘‘(v) the name or identity of trade asso5 ciations or organizations described in sec6 tion 501(c) of the Internal Revenue Code of 

7 1986 and exempt from tax under section 

8 501(a) of such Code which receive dues or 

9 other payments as described in paragraph 

10 (1)(A)(i)(III). 

11 ‘‘(B) PUBLIC AVAILABILITY.—The Commis12 sion shall ensure that the quarterly reports re13 quired under this paragraph are publicly avail14 able through the Internet website of the Commis15 sion and through the EDGAR system in a man16 ner that is searchable, sortable, and 

17 downloadable, consistent with the requirements 

18 under section 24. 

19 ‘‘(3) ANNUAL REPORTS.—Not later than 180 

20 days after the date of enactment of this subsection, the 

21 Commission shall, by rule, require each issuer to in22 clude in the annual report of the issuer to share23 holders— 

24 ‘‘(A) a summary of each expenditure for po25 litical activities made during the preceding year 


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1 in excess of $10,000, and each expenditure for 

2 political activities for a particular election if the 

3 total amount of such expenditures for that elec4 tion is in excess of $10,000; 

5 ‘‘(B) a description of the specific nature of 

6 any expenditure for political activities the issuer 

7 intends to make for the forthcoming fiscal year, 

8 to the extent the specific nature is known to the 

9 issuer; and 

10 ‘‘(C) the total amount of expenditures for 

11 political activities intended to be made by the 

12 issuer for the forthcoming fiscal year.’’. 

13 SEC. 4. REPORTS. 

14 (a) SECURITIES AND EXCHANGE COMMISSION.—The 

15 Securities and Exchange Commission shall— 

16 (1) conduct an annual assessment of the compli17 ance of issuers with section 13(s) of the Securities Ex18 change Act of 1934, as added by section 3; and 

19 (2) submit to Congress an annual report con20 taining the results of the assessment under paragraph 

21 (1). 

22 (b) GOVERNMENT ACCOUNTABILITY OFFICE.—The 

23 Comptroller General of the United States shall periodically 

24 evaluate and report to Congress on the effectiveness of the 

25 oversight by the Securities and Exchange Commission of the 


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1 reporting and disclosure requirements under section 13(s) 

2 of the Securities Exchange Act of 1934, as added by section 

3 3. 


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Union Calendar No. 36 

117TH CONGRESS 

1ST SESSION H. R. 1087 

[Report No. 117–53] 

A BILL 

To amend the Securities Exchange Act of 1934 to 

litical activities, and for other purposes. require reporting of certain expenditures for poJUNE 8, 2021 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union, 


pamtmann on DSKBC07HB2PROD with BILLS