II 

111TH CONGRESS 

2D SESSION S. 3004 

To require notification to and prior approval by shareholders of certain 

political expenditures by publicly traded companies, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

FEBRUARY 4, 2010 

Mr. BROWN of Ohio introduced the following bill; which was read twice and 

referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To require notification to and prior approval by shareholders 

of certain political expenditures by publicly traded companies, 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 ‘‘Citizens Right to Know 

5 Act of 2010’’. 

6 SEC. 2. NOTIFICATION TO SHAREHOLDERS OF ELECTION7 EERING COMMUNICATIONS. 

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

9 et seq.) is amended by inserting after section 17B the fol10 lowing: 


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1 ‘‘SEC. 17C. NOTIFICATION TO SHAREHOLDERS OF ELEC2 TIONEERING COMMUNICATIONS. 

3 ‘‘(a) DISCLOSURES TO SHAREHOLDERS.—Each 

4 issuer, the securities of which are registered under section 

5 12, or that is subject to the reporting requirements of sec6 tion 13(a) or 15(d), that makes or participates in an elec7 tioneering communication shall disclose such activity, in 

8 writing, to each shareholder of the issuer. 

9 ‘‘(b) DEFINITION.—As used in this section, the term 

10 ‘electioneering communication’ has the same meaning as 

11 in section 304(f)(3)(A) of the Federal Election Campaign 

12 Act of 1971 (2 U.S.C. 434(f)(3)(A)).’’. 

13 SEC. 3. PRIOR SHAREHOLDER APPROVAL OF ELECTION14 EERING COMMUNICATIONS. 

15 Section 14 of the Securities Exchange Act of 1934 

16 (15 U.S.C. 78n) is amended by adding at the end the fol17 lowing new subsection: 

18 ‘‘(i) LIMITATIONS ON ELECTIONEERING COMMUNICA19 TIONS.— 

20 ‘‘(1) PROHIBITION ON FOREIGN-OWNED

21 ISSUERS.—Notwithstanding any other provision of 

22 law, no issuer may make or participate in any elec23 tioneering communication if 51 percent or more of 

24 the outstanding securities of such issuer are owned 

25 or controlled by any foreign principal or agent of a 

26 foreign principal. 


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1 ‘‘(2) PRIOR SHAREHOLDER APPROVAL RE2 QUIRED.—Before an issuer makes or participates in 

3 any electioneering communication, as defined in sec4 tion 304(f)(3)(A) of the Federal Election Campaign 

5 Act of 1971 (2 U.S.C. 434(f)(3)(A)), the issuer shall 

6 obtain prior approval, by majority vote of all share7 holders, for any such activity. Such vote shall be 

8 taken with each shareholder entitled to one vote per 

9 share of common stock held, regardless of any per10 share voting rights of an outstanding class or classes 

11 of common stock under any other agreement or pro12 vision to the contrary. 

13 ‘‘(3) DEFINITIONS.—As used in this sub14 section— 

15 ‘‘(A) the term ‘electioneering communica16 tion’ has the same meaning as in section 

17 304(f)(3)(A) of the Federal Election Campaign 

18 Act of 1971 (2 U.S.C. 434(f)(3)(A)); 

19 ‘‘(B) the terms ‘foreign principal’ and 

20 ‘agent of a foreign principal’ have the same 

21 meanings as in section 611 of the Foreign 

22 Agents Registration Act of 1938 (11 U.S.C. 

23 611); and 

24 ‘‘(C) the term ‘issuer’ means only those 

25 issuers, the securities of which are registered 


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1 under section 12, or that are subject to the re2 porting requirements of section 13(a) or 

3 15(d).’’. 

4 SEC. 4. STAND BY YOUR AD REQUIREMENTS. 

5 (a) RULES FOR CORPORATIONS.—Paragraph (2) of 

6 section 318(d) of the Federal Election Campaign Act of 

7 1971 (2 U.S.C. 441d(d)) is amended— 

8 (1) by striking ‘‘Any communication’’ and in9 serting the following: 

10 ‘‘(A) IN GENERAL.—Any communication’’; 

11 and 

12 (2) by adding at the end the following new sub13 paragraph: 

14 ‘‘(B) SPECIAL RULE FOR COMMUNICA15 TIONS BY CORPORATIONS.— 

16 ‘‘(i) IN GENERAL.—In the case of any 

17 communication described in subparagraph 

18 (A) which is paid for by a corporation— 

19 ‘‘(I) the audio statement required 

20 under this paragraph shall be made 

21 by the president or chief executive of22 ficer of such corporation and shall 

23 identify such individual by name and 

24 position; and 


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1 ‘‘(II) for purposes of the second 

2 sentence of subparagraph (A), the 

3 view of the person making the state4 ment shall be a view of such president 

5 or chief executive officer. 

6 ‘‘(ii) JOINT COMMUNICATIONS.—In 

7 the case of any communication described in 

8 subparagraph (A) which is paid for by 

9 more than 1 corporation, the president or 

10 chief executive officer described in clause 

11 (i) shall be the president or chief executive 

12 officer of the corporation which pays for 

13 the largest portion of the communication 

14 (or, if paid for equally by all such corpora15 tions, the president or chief executive offi16 cer of the corporation with the highest 

17 gross revenue for the calendar year prior 

18 to the date on which such communication 

19 is made).’’. 

20 (b) RULES FOR OTHER ENTITIES.— 

21 (1) IN GENERAL.—Paragraph (2) of section 

22 318(d) of the Federal Election Campaign Act of 

23 1971 (2 U.S.C. 441d(d)), as amended by subsection 

24 (a), is amended by adding at the end the following 

25 new subparagraph: 


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1 ‘‘(C) SPECIAL RULES FOR CERTAIN OTHER

2 ORGANIZATIONS.—In the case of any commu3 nication described in paragraph (A) which is 

4 paid for by an organization (other than a cor5 poration), such communication shall include, in 

6 addition to the other requirements of this sec7 tion, a statement listing the name of the 3 per8 sons making the largest aggregate contributions 

9 to such organization during the 12-month pe10 riod before the date of the communication.’’. 

11 (2) REPORTING OF CONTRIBUTORS ON INTER12 NET.—Section 304 of such Act (2 U.S.C. 434) is 

13 amended by adding at the end the following new 

14 subsection: 

15 ‘‘(j) INTERNET DISCLOSURE OF CONTRIBUTORS FOR

16 CERTAIN RADIO AND TELEVISION ADS.—In addition to 

17 any reports required to be filed with the Commission 

18 under this section, any organization (other than a corpora19 tion) which makes a communication to which section 

20 318(d)(2)(C) applies shall make available on the Internet, 

21 by means of a direct link from the home page of such 

22 organization, the following information: 

23 ‘‘(1) In the case of any such communication 

24 made by a political committee, the information re25 quired under subsection (b)(3). 


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1 ‘‘(2) In the case of any communication which is 

2 an independent expenditure and which is made by a 

3 person other than a political committee, the informa4 tion required under subsection (c)(2)(C). 

5 ‘‘(3) In the case of any communication which is 

6 an electioneering communication and which is made 

7 by a person other than a political committee, the in8 formation required under subsection (f)(2)(F).’’. 

9 (c) EFFECTIVE DATE.—The amendments made by 

10 this section shall apply with respect to communications 

11 made after the date of the enactment of this Act, without 

12 regard to whether or not the Federal Election Commission 

13 has promulgated regulations to carry out such amend14 ments. 

Æ 


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