I 

116TH CONGRESS 

2D SESSION H. R. 8458 

To amend the Securities Exchange Act of 1934 to require public companies 

to provide sexual harassment claim disclosures in certain reports, to 

require public companies to implement mandatory sexual harassment 

training, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

SEPTEMBER 30, 2020 

Mr. TED LIEU of California introduced the following bill; which was referred 

to the Committee on Financial Services 

A BILL 

To amend the Securities Exchange Act of 1934 to require 

public companies to provide sexual harassment claim disclosures in certain reports, to require public companies 

to implement mandatory sexual harassment training, 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 ‘‘Protections and Trans5 parency in the Workplace Act’’. 


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1 SEC. 2. COVERED DISCRIMINATION AND HARASSMENT DIS2 CLOSURES. 

3 (a) DEFINITION.—Section 3(a) of the Securities Ex4 change Act of 1934 (15 U.S.C. 78c(a)) is amended— 

5 (1) by redesignating the second paragraph (80) 

6 (related to funding portals) as paragraph (81); and 

7 (2) by adding at the end the following: 

8 ‘‘(82) COVERED DISCRIMINATION AND HARASS9 MENT.—The term ‘covered discrimination and har10 assment’ means— 

11 ‘‘(A) discrimination because of race, color, 

12 religion, sex (including sexual orientation and 

13 gender identity), or national origin under title 

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

15 2000e et seq.); 

16 ‘‘(B) discrimination because of age under 

17 the Age Discrimination in Employment Act of 

18 1967 (29 U.S.C. 621 et seq.); 

19 ‘‘(C) discrimination on the basis of dis20 ability under— 

21 ‘‘(i) title I of the Americans with Dis22 abilities Act of 1990 (42 U.S.C. 12111 et 

23 seq.); or 

24 ‘‘(ii) section 501 of the Rehabilitation 

25 Act of 1973 (29 U.S.C. 791); 


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1 ‘‘(D) discrimination because of genetic in2 formation under title II of the Genetic Informa3 tion Nondiscrimination Act of 2008 (42 U.S.C. 

4 2000ff et seq.); 

5 ‘‘(E) discrimination on the basis of status 

6 concerning service in a uniformed service under 

7 section 4311(a) of title 38, United States Code; 

8 ‘‘(F) sexual harassment; or 

9 ‘‘(G) sexual assault or abuse.’’. 

10 (b) DISCLOSURES.—Section 13 of the Securities Ex11 change Act of 1934 (15 U.S.C. 78m) is amended by add12 ing at the end the following: 

13 ‘‘(s) COVERED DISCRIMINATION AND HARASSMENT

14 DISCLOSURES.— 

15 ‘‘(1) ANNUAL AND QUARTERLY DISCLO16 SURES.—Each issuer required to file an annual or 

17 quarterly report under subsection (a) shall disclose, 

18 in each such report, the following: 

19 ‘‘(A) IN GENERAL.— 

20 ‘‘(i) The number of covered discrimi21 nation and harassment claims received 

22 within the reporting period. 

23 ‘‘(ii) The current number of covered 

24 discrimination and harassment claims 


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1 being investigated at the time of the re2 port. 

3 ‘‘(iii) The number of covered discrimi4 nation and harassment claims that were 

5 resolved within the reporting period. 

6 ‘‘(iv) The number of settlements in 

7 connection with covered discrimination and 

8 harassment claims within the reporting pe9 riod. 

10 ‘‘(v) The number of court judgements 

11 in connection with covered discrimination 

12 and harassment claims within the report13 ing period. 

14 ‘‘(vi) The aggregate amount of pay15 ments made in connection with covered 

16 discrimination and harassment claims, in17 cluding payments made by persons other 

18 than the issuer (including amounts that 

19 may have been paid under an insurance 

20 policy or directly by an employee of the 

21 issuer). 

22 ‘‘(vii) The outcomes of all adjudicated 

23 covered discrimination and harassment 

24 cases, including which party was the pre25 vailing party or, if there was no prevailing 


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1 party, whether there was a settlement with 

2 no admission of guilt. 

3 ‘‘(B) ADDITIONAL DISCLOSURES.— 

4 ‘‘(i) The number of repeat settlements 

5 of covered discrimination and harassment 

6 claims with respect to a specific individual. 

7 ‘‘(ii) The efforts taken by the issuer, 

8 including mandatory covered discrimina9 tion and harassment training, to prevent 

10 the perpetration of harassment, discrimina11 tion, or abuse by employees. 

12 ‘‘(iii) The average length of time it 

13 takes for the issuer to resolve covered dis14 crimination and harassment claims. 

15 ‘‘(C) INCLUSION OF RELATED ENTITIES.— 

16 ‘‘(i) IN GENERAL.—In making any 

17 disclosure under this paragraph, the issuer 

18 shall disclosure such information with re19 spect to itself as well as any parent, sub20 sidiary, or affiliate. 

21 ‘‘(ii) DATA FORMAT.—In making any 

22 disclosure under this paragraph, the issuer 

23 shall report each of the following sets of 

24 data: 


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1 ‘‘(I) In an aggregated format in2 cluding the disclosures with respect to 

3 the issuer and all parents, subsidi4 aries, and affiliates of the issuer. 

5 ‘‘(II) The aggregate of the disclo6 sures for all parents, subsidiaries, and 

7 affiliates of the issuer. 

8 ‘‘(III) Separate disclosures for 

9 the issuer and each parent, sub10 sidiary, or affiliate. 

11 ‘‘(2) ATTESTATION REQUIREMENT.—Each 

12 issuer required to file an annual or quarterly report 

13 under subsection (a) shall include with such report 

14 a separate attestation by the general counsel, the 

15 chief financial officer, the chief executive officer, and 

16 each member of the board of directors of the issuer 

17 that the issuer— 

18 ‘‘(A) has in place policies and systems to 

19 ensure that the management of the issuer is 

20 aware of the requirements of this subsection, 

21 section 14C, and section 14D, and any rules 

22 issued thereunder; and 

23 ‘‘(B) is in compliance with such require24 ments and rules. 

25 ‘‘(3) CURRENT REPORTS.— 


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1 ‘‘(A) IN GENERAL.—Each issuer required 

2 to file current reports under this section shall— 

3 ‘‘(i) file such a report each time the 

4 issuer enters or exits any agreement re5 lated to the resolution of a covered dis6 crimination and harassment claim against 

7 the issuer (or a parent, subsidiary, or other 

8 affiliate of the issuer); and 

9 ‘‘(ii) state in such report whether the 

10 agreement involved a claim against an em11 ployee who has had 2 or more previous 

12 covered discrimination and harassment 

13 claims made against them. 

14 ‘‘(B) REDACTIONS.—In making a report 

15 required under subparagraph (A), the issuer— 

16 ‘‘(i) may redact the names of specific 

17 individuals involved with the agreement; 

18 and 

19 ‘‘(ii) unless the issuer has received 

20 consent from a complainant, shall redact 

21 the name of the complainant. 

22 ‘‘(4) CLAIM DEFINED.—In this subsection, the 

23 term ‘claim’ means any allegation, assertion, or for24 mal legal action.’’. 


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1 SEC. 3. INDEPENDENT AND IMPARTIAL INVESTIGATORY 

2 REQUIREMENTS. 

3 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

4 et seq.) is amended by inserting after section 14B the fol5 lowing: 

6 ‘‘SEC. 14C. INDEPENDENT AND IMPARTIAL INVESTIGATORY 

7 REQUIREMENTS. 

8 ‘‘(a) IN GENERAL.—In investigating any covered dis9 crimination and harassment claim, an issuer shall engage 

10 and pay for a third-party law firm to investigate reports 

11 of covered discrimination and harassment on an impartial, 

12 fact-finding basis rather than at the direction of or scope 

13 defined by the issuer. 

14 ‘‘(b) SELECTION OF LAW FIRM.—In choosing the 

15 third-party law firm to be engaged under subsection (a), 

16 the issuer may only choose a law firm agreed to by all 

17 employees involved with the claim. 

18 ‘‘(c) CLAIM DEFINED.—In this section, the term 

19 ‘claim’ means any allegation, assertion, or formal legal ac20 tion.’’. 

21 SEC. 4. MANDATORY COVERED DISCRIMINATION AND HAR22 ASSMENT TRAINING, INCLUDING BYSTANDER 

23 TRAINING, AND WORKPLACE SURVEY. 

24 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

25 et seq.), as amended by section 3, is further amended by 

26 inserting after section 14C the following: 


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1 ‘‘SEC. 14D. MANDATORY COVERED DISCRIMINATION AND 

2 HARASSMENT TRAINING, INCLUDING BY3 STANDER TRAINING, AND WORKPLACE SUR4 VEY. 

5 ‘‘(a) WORKPLACE TRAINING PROGRAMS.— 

6 ‘‘(1) IN GENERAL.—Each covered issuer shall 

7 develop and disseminate workplace training pro8 grams to educate employees at all levels, no matter 

9 what position, about what constitutes prohibited cov10 ered discrimination and harassment, how to report 

11 covered discrimination and harassment, how to pre12 vent covered discrimination and harassment, and 

13 what rights employees have with respect to covered 

14 discrimination and harassment. 

15 ‘‘(2) SPECIAL TRAINING FOR CERTAIN EMPLOY16 EES.—Each training program developed under para17 graph (1) shall require separate training for man18 agers and human resources employees. 

19 ‘‘(3) SPECIFIC CONTENTS OF TRAINING PRO20 GRAM.—Each training program developed under 

21 paragraph (1) shall contain the following: 

22 ‘‘(A) An explanation of what constitutes 

23 covered discrimination and harassment. 

24 ‘‘(B) An explanation of how covered dis25 crimination and harassment can impact victims. 


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1 ‘‘(C) The rights of individuals with respect 

2 to covered discrimination and harassment and 

3 how to report it. 

4 ‘‘(D) How individuals, including bystand5 ers who encounter covered discrimination and 

6 harassment, can intervene or report covered dis7 crimination and harassment and what their 

8 rights are should they report. 

9 ‘‘(E) How employers and managers can 

10 prevent covered discrimination and harassment 

11 from occurring in the workplace. 

12 ‘‘(F) An identification of available re13 sources for making complaints, including con14 tact information for the head of human re15 sources, contact information for the whistle16 blower tip line established under this section, 

17 and other public resources where further infor18 mation can be obtained, such as law enforce19 ment agencies, hospitals, and mental health re20 sources. 

21 ‘‘(4) FREQUENCY OF TRAINING.—Each training 

22 program developed under paragraph (1) shall— 

23 ‘‘(A) require new employees to complete 

24 the training program not later than 60 days 

25 after the employee assumes their position; 


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1 ‘‘(B) require all employees to complete the 

2 training program once annually; and 

3 ‘‘(C) require any employee found to have 

4 committed covered discrimination and harass5 ment to retake the training as soon as possible. 

6 ‘‘(b) ANNUAL SURVEY.—Each covered issuer shall 

7 conduct an annual survey of the issuer’s employees to de8 termine— 

9 ‘‘(1) whether employees feel safe; 

10 ‘‘(2) whether employees would be comfortable 

11 reporting sexual harassment; and 

12 ‘‘(3) if there are ways the issuer could create 

13 better avenues for employees to report sexual har14 assment. 

15 ‘‘(c) USE OF OUTSIDE LAW FIRMS.— 

16 ‘‘(1) IN GENERAL.—Each covered issuer shall 

17 contract with a third-party law firm to carry out the 

18 workplace training program required under sub19 section (a) and the annual survey required under 

20 subsection (b). 

21 ‘‘(2) SENSE OF CONGRESS.—It is the sense of 

22 the Congress that covered issuers should use the 

23 same law firm to carry out the annual survey and 

24 the workplace training program. 


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1 ‘‘(d) WHISTLEBLOWER TIP LINE.—Each covered 

2 issuer shall— 

3 ‘‘(1) establish an anonymous whistle blower tip 

4 line for employees; and 

5 ‘‘(2) with respect to any report made to the tip 

6 line, immediately provide the report to the general 

7 counsel of the issuer, the head of human resources 

8 for the issuer, and the members of the board of di9 rectors of the issuer. 

10 ‘‘(e) DEFINITIONS.—In this section: 

11 ‘‘(1) COVERED ISSUER.—The term ‘covered 

12 issuer’ means an issuer of a security registered pur13 suant to section 12. 

14 ‘‘(2) EMPLOYEE.—With respect to an issuer, 

15 the term ‘employee’ means— 

16 ‘‘(A) an employee of the issuer, including 

17 a volunteer or other individual working for the 

18 issuer without pay; and 

19 ‘‘(B) an independent contractor who is 

20 contracting with the issuer, and each employee 

21 of the independent contractor, including a vol22 unteer or other individual working for the con23 tractor without pay.’’. 

Æ 


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