I 

118TH CONGRESS 

1ST SESSION H. R. 4863 

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 

JULY 25, 2023 

Mr. FOSTER (for himself, Mr. PHILLIPS, Ms. NORTON, Mr. RASKIN, Ms. 

MENG, Mr. CROW, and Ms. SCHAKOWSKY) 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 

reporting of certain expenditures for political 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 ‘‘Shareholder Political 

5 Transparency Act of 2023’’. 

6 SEC. 2. FINDINGS. 

7 Congress finds that— 

8 (1) corporations make significant political con9 tributions and expenditures that directly or indiVerDate Sep 11 2014 23:40 Aug 10, 2023 Jkt 039200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H4863.IH H4863

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1 rectly influence the election of candidates and sup2 port or oppose political causes; 

3 (2) decisions to use corporate funds for political 

4 contributions and expenditures are usually made by 

5 corporate boards and executives, rather than share6 holders; 

7 (3) corporations, acting through boards and ex8 ecutives, are obligated to conduct business for the 

9 best interests of their owners, the shareholders; 

10 (4) historically, shareholders have not had a 

11 way to know, or to influence, the political activities 

12 of corporations they own; 

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

14 know how corporate managers are spending com15 pany funds to make political contributions and ex16 penditures benefitting candidates, political parties, 

17 and political causes; and 

18 (6) corporations should be accountable to share19 holders in making political contributions or expendi20 tures affecting Federal governance and public policy. 

21 SEC. 3. REPORTING REQUIREMENTS. 

22 Section 13 of the Securities Exchange Act of 1934 

23 (15 U.S.C. 78m) is amended by adding at the end the 

24 following: 


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1 ‘‘(t) REPORTING REQUIREMENTS RELATING TO CER2 TAIN POLITICAL EXPENDITURES.— 

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

4 ‘‘(A) EXPENDITURE FOR POLITICAL AC5 TIVITIES.—The term ‘expenditure for political 

6 activities’— 

7 ‘‘(i) means— 

8 ‘‘(I) an independent expenditure 

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

10 Federal Election Campaign Act of 

11 1971 (52 U.S.C. 30101(17))); 

12 ‘‘(II) an electioneering commu13 nication (as defined in section 

14 304(f)(3) of that Act (52 U.S.C. 

15 30104(f)(3))) and any other public 

16 communication (as defined in section 

17 301(22) of that Act (52 U.S.C. 

18 30101(22))) that would be an elec19 tioneering communication if it were a 

20 broadcast, cable, or satellite commu21 nication; or 

22 ‘‘(III) dues or other payments to 

23 trade associations or organizations de24 scribed in section 501(c) of the Inter25 nal Revenue Code of 1986 and exempt 


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1 from tax under section 501(a) of that 

2 Code that are, or could reasonably be 

3 anticipated to be, used or transferred 

4 to another association or organization 

5 for the purposes described in sub6 clause (I) or (II); and 

7 ‘‘(ii) does not include— 

8 ‘‘(I) direct lobbying efforts 

9 through registered lobbyists employed 

10 or hired by the issuer; 

11 ‘‘(II) communications by an 

12 issuer to its shareholders and execu13 tive or administrative personnel and 

14 their families; or 

15 ‘‘(III) the establishment and ad16 ministration of contributions to a sep17 arate segregated fund to be utilized 

18 for political purposes by a corpora19 tion. 

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

21 include an investment company registered 

22 under section 8 of the Investment Company Act 

23 of 1940 (15 U.S.C. 80a–8). 

24 ‘‘(2) QUARTERLY REPORTS.— 


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

2 180 days after the date of enactment of this 

3 subsection, the Commission shall amend the re4 porting rules under this section to require each 

5 issuer with a class of equity securities reg6 istered under section 12 of this title to submit 

7 to the Commission and the shareholders of the 

8 issuer a quarterly report containing— 

9 ‘‘(i) a description of any expenditure 

10 for political activities made during the pre11 ceding quarter; 

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

13 political activities; 

14 ‘‘(iii) the amount of each expenditure 

15 for political activities; 

16 ‘‘(iv) if the expenditure for political 

17 activities was made in support of or in op18 position to a candidate, the name of the 

19 candidate and the office sought by, and the 

20 political party affiliation of, the candidate; 

21 and 

22 ‘‘(v) the name or identity of trade as23 sociations or organizations described in 

24 section 501(c) of the Internal Revenue 

25 Code of 1986 and exempt from tax under 


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1 section 501(a) of such Code which receive 

2 dues or other payments as described in 

3 paragraph (1)(A)(i)(III). 

4 ‘‘(B) PUBLIC AVAILABILITY.—The Com5 mission shall ensure that the quarterly reports 

6 required under this paragraph are publicly 

7 available through the Internet website of the 

8 Commission and through the EDGAR system in 

9 a manner that is searchable, sortable, and 

10 downloadable, consistent with the requirements 

11 under section 24. 

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

13 days after the date of enactment of this subsection, 

14 the Commission shall, by rule, require each issuer to 

15 include in the annual report of the issuer to share16 holders— 

17 ‘‘(A) a summary of each expenditure for 

18 political activities made during the preceding 

19 year in excess of $10,000, and each expenditure 

20 for political activities for a particular election if 

21 the total amount of such expenditures for that 

22 election is in excess of $10,000; 

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

24 any expenditure for political activities the issuer 

25 intends to make for the forthcoming fiscal year, 


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1 to the extent the specific nature is known to the 

2 issuer; and 

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

4 political activities intended to be made by the 

5 issuer for the forthcoming fiscal year. 

6 ‘‘(4) REPORTS TO CONGRESS.— 

7 ‘‘(A) ASSESSMENT AND REPORT.—The 

8 Commission shall— 

9 ‘‘(i) conduct an annual assessment of 

10 the compliance of issuers with this sub11 section; and 

12 ‘‘(ii) submit to Congress an annual re13 port containing the results of such assess14 ment. 

15 ‘‘(B) GOVERNMENT ACCOUNTABILITY OF16 FICE.—The Comptroller General of the United 

17 States shall periodically evaluate and report to 

18 Congress on the effectiveness of the oversight 

19 by the Commission of the reporting and disclo20 sure requirements under this subsection.’’. 

Æ 


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