II 

112TH CONGRESS 

1ST SESSION S. 366 

To require disclosure to the Securities and Exchange Commission of certain 

sanctionable activities, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

FEBRUARY 16, 2011 

Mrs. GILLIBRAND (for herself and Mr. KIRK) introduced the following bill; 

which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To require disclosure to the Securities and Exchange Commission of certain sanctionable activities, 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 ‘‘Iran Transparency and 

5 Accountability Act of 2011’’. 


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•S 366 IS

1 SEC. 2. DISCLOSURES TO THE SECURITIES AND EXCHANGE 

2 COMMISSION RELATING TO SANCTIONABLE 

3 ACTIVITIES. 

4 (a) IN GENERAL.—Section 13 of the Securities Ex5 change Act of 1934 (15 U.S.C. 78m) is amended by add6 ing at the end the following new subsection: 

7 ‘‘(r) DISCLOSURE OF CERTAIN ACTIVITIES RELAT8 ING TO IRAN, TERRORISM, AND THE PROLIFERATION OF

9 WEAPONS OF MASS DESTRUCTION.— 

10 ‘‘(1) GENERAL DISCLOSURE REQUIRED.—Each 

11 issuer required to file an annual or quarterly report 

12 under subsection (a) shall include with such report 

13 a statement of whether, during the period since the 

14 issuer made the last such report, the issuer or any 

15 affiliate of the issuer— 

16 ‘‘(A) engaged in an activity described in 

17 section 5 of the Iran Sanctions Act of 1996 

18 (Public Law 104–172; 50 U.S.C. 1701 note); 

19 ‘‘(B) knowingly engaged in an activity de20 scribed in subsection (c)(2) of section 104 of 

21 the Comprehensive Iran Sanctions, Account22 ability, and Divestment Act of 2010 (22 U.S.C. 

23 8513) or knowingly violated regulations pre24 scribed under subsection (d)(1) or (e)(1) of 

25 such section 104; or 


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1 ‘‘(C) knowingly conducted any transaction 

2 or dealing with— 

3 ‘‘(i) any person the property and in4 terests in property of which are blocked 

5 pursuant to Executive Order 13224 (66 

6 Fed. Reg. 49079; relating to blocking 

7 property and prohibiting transacting with 

8 persons who commit, threaten to commit, 

9 or support terrorism); 

10 ‘‘(ii) any person the property and in11 terests in property of which are blocked 

12 pursuant to Executive Order 13382 (70 

13 Fed. Reg. 38567; relating to blocking of 

14 property of weapons of mass destruction 

15 proliferators and their supporters); or 

16 ‘‘(iii) any person on the list contained 

17 in Appendix A to part 560 of title 31, 

18 Code of Federal Regulations (commonly 

19 known as the ‘Iranian Transactions Regu20 lations’). 

21 ‘‘(2) SPECIFIC DISCLOSURE REQUIRED.—If an 

22 issuer reports under paragraph (1) that the issuer or 

23 an affiliate of the issuer has engaged in any activity 

24 described in that paragraph, the issuer shall include 

25 with the statement required under that paragraph a 


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1 detailed description of each such activity, includ2 ing— 

3 ‘‘(A) the nature and extent of the activity; 

4 ‘‘(B) the revenues and profits, if any, at5 tributable to the activity; and 

6 ‘‘(C) whether the issuer or the affiliate of 

7 the issuer (as the case may be) intends to con8 tinue the activity. 

9 ‘‘(3) INVESTIGATION OF DISCLOSURES.—When 

10 the Commission receives a report under paragraph 

11 (1) from an issuer that the issuer or an affiliate of 

12 the issuer has engaged in any activity described in 

13 that paragraph, the President shall— 

14 ‘‘(A) initiate an investigation into the pos15 sible imposition of sanctions under the Iran 

16 Sanctions Act of 1996 (Public Law 104–172; 

17 50 U.S.C. 1701 note), section 104 of the Com18 prehensive Iran Sanctions, Accountability, and 

19 Divestment Act of 2010 (22 U.S.C. 8513), the 

20 Executive Orders or regulations specified in 

21 paragraph (1)(C), or any other provision of law; 

22 and 

23 ‘‘(B) not later than 180 days after initi24 ating such an investigation, make a determina25 tion with respect to whether sanctions should be 


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1 imposed with respect to the issuer or the affil2 iate of the issuer (as the case may be). 

3 ‘‘(4) PUBLIC DISCLOSURE OF INFORMATION.— 

4 The Commission shall promptly— 

5 ‘‘(A) make the information provided to the 

6 Commission under paragraphs (1) and (2) 

7 available to the public by posting the informa8 tion on the Internet website of the Commission; 

9 and 

10 ‘‘(B) provide a copy of that information 

11 to— 

12 ‘‘(i) the President; 

13 ‘‘(ii) the Committee on Foreign Af14 fairs and the Committee on Financial 

15 Services of the House of Representatives; 

16 and 

17 ‘‘(iii) the Committee on Foreign Rela18 tions and the Committee on Banking, 

19 Housing, and Urban Affairs of the Senate. 

20 ‘‘(5) SUNSET.—The provisions of this sub21 section shall terminate on the date that is 30 days 

22 after the date on which the President makes the cer23 tification described in section 401(a) of the Com24 prehensive Iran Sanctions, Accountability, and Di25 vestment Act of 2010 (22 U.S.C. 8551(a)).’’. 


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1 (b) EFFECTIVE DATE.—The amendment made by 

2 subsection (a) shall take effect with respect to reports re3 quired to be filed with the Securities and Exchange Com4 mission after the date that is 90 days after the date of 

5 the enactment of this Act. 

6 SEC. 3. DEADLINE FOR REGULATIONS WITH RESPECT TO 

7 FINANCIAL INSTITUTIONS MAINTAINING AC8 COUNTS FOR FOREIGN FINANCIAL INSTITU9 TIONS. 

10 Section 104(e)(1) of the Comprehensive Iran Sanc11 tions, Accountability, and Divestment Act of 2010 

12 (8513(e)(1)) is amended by striking ‘‘The Secretary’’ and 

13 inserting ‘‘Not later than 90 days after the date of the 

14 enactment of the Iran Transparency and Accountability 

15 Act of 2011, the Secretary’’. 

Æ 


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