I 

111TH CONGRESS 

2D SESSION H. R. 4630 

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 

FEBRUARY 22, 2010 

Mr. ACKERMAN (for himself, Ms. HIRONO, Mr. CAPUANO, Mrs. MALONEY, and 

Mr. GUTIERREZ) 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, 

3 SECTION 1. SHORT TITLE. 

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

5 Transparency Act’’. 


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1 SEC. 2. DISCLOSURE TO SHAREHOLDERS OF CERTAIN PO2 LITICAL EXPENDITURES. 

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

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

5 is amended by adding at the end the following new sub6 section: 

7 ‘‘(m) DISCLOSURE OF CERTAIN POLITICAL EXPEND8 ITURES.— 

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

10 and annual report required under this section or sec11 tion 15(d) shall include a disclosure of the total of 

12 any independent expenditures in support of or in op13 position to any candidate for Federal, State, or local 

14 public office made by the issuer during the preceding 

15 6-year period. Such disclosures shall contain, at min16 imum, the name and political party affiliation of 

17 each candidate in support of whom or in opposition 

18 to whom an independent expenditure was made, the 

19 amount of each such expenditure, the public office 

20 that such candidate was or is seeking, including the 

21 relevent State, city, or district, and a statement of 

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

23 expenditure. 

24 ‘‘(2) DEFINITION.—For purposes of this sub25 section, the term ‘independent expenditure in sup26 port of or in opposition to any candidate for FedVerDate Nov 24 2008 07:03 Feb 23, 2010 Jkt 089200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H4630.IH H4630

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1 eral, State, or local public office’ means an expendi2 ture or series of expenditures totaling more than 

3 $10,000 for any single candidate during any single 

4 election that— 

5 ‘‘(A) is an independent expenditure under 

6 the Federal Election Campaign Act of 1971; or 

7 ‘‘(B) is relating to a candidate for State or 

8 local public office that would be treated as an 

9 independent expenditure under such Act if the 

10 candidate were a candidate for Federal public 

11 office.’’. 

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

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

14 the end the following new subsection: 

15 ‘‘(i) DISCLOSURE TO SHAREHOLDERS OF POLITICAL

16 EXPENDITURES.—Any solicitation of any proxy or consent 

17 or authorization in respect of any security of an issuer 

18 shall contain a disclosure of the total of any independent 

19 expenditures in support of or in opposition to any can20 didate for Federal, State, or local public office made by 

21 the issuer during the preceding 6-year period. Such disclo22 sure must be clear and conspicuous and, at minimum, con23 tain the name and political party affiliation of each can24 didate in support of whom or in opposition to whom an 

25 independent expenditure was made, the amount of each 


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1 such expenditure, the public office that such candidate was 

2 or is seeking, including the relevent State, city, or district, 

3 and a statement of the issuer’s interest in and reason for 

4 making such expenditure. For purposes of this subsection, 

5 the term ‘independent expenditure in support of or in op6 position to any candidate for Federal, State, or local pub7 lic office’ has the meaning given such term in section 

8 13(m)(3).’’. 

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

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

11 adding at the end the following: 

12 ‘‘(c) The registration statement shall also contain a 

13 disclosure of any independent expenditures in support of 

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

15 local public office made by the issuer during the preceding 

16 6-year period. Such disclosure shall contain, at minimum, 

17 the name and political party affiliation of each candidate 

18 in support of whom or in opposition to whom an inde19 pendent expenditure was made, the amount of each such 

20 expenditure, the public office that such candidate was or 

21 is seeking, including the relevent State, city, or district, 

22 and a statement of the issuer’s interest in and reason for 

23 making such expenditure. For purposes of this subsection, 

24 the term ‘independent expenditure in support of or in op25 position to any candidate for Federal, State, or local pubVerDate Nov 24 2008 07:03 Feb 23, 2010 Jkt 089200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H4630.IH H4630

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1 lic office’ has the meaning given such term in section 

2 13(m)(3) of the Securities Exchange Act of 1934 (15 

3 U.S.C. 78m(m)(3)).’’. 

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

5 Exchange Commission shall make such modifications to 

6 any forms made available by the Commission to facilitate 

7 the disclosures required by the amendments made by this 

8 Act. 

Æ 


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