I 

112TH CONGRESS 

1ST SESSION H. R. 2728 

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 

AUGUST 1, 2011 

Mr. ACKERMAN (for himself, Mr. GUTIERREZ, Mr. CAPUANO, and Ms. 

SLAUGHTER) 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 political expenditures in support of or in opposi13 tion 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 a political expenditure was made, the 

19 amount of each such expenditure, the public office 

20 that such candidate was or is seeking, including the 

21 relevant 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 ‘political expenditure in support of 

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


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1 or local public office’ means an expenditure or series 

2 of expenditures totaling more than $10,000 for any 

3 single candidate during any single election that— 

4 ‘‘(A) is an independent expenditure as such 

5 term is defined in section 301(17) of the Fed6 eral Election Campaign Act of 1971 or is relat7 ing to a candidate for State or local public of8 fice that would be treated as an independent ex9 penditure under such Act if the candidate were 

10 a candidate for Federal public office; 

11 ‘‘(B) is an electioneering communication, 

12 as such term is defined in section 304(f)(3) of 

13 such Act (2 U.S.C. 434(f)(3)); or 

14 ‘‘(C) dues or other payments to any other 

15 organization that are, or could reasonably be 

16 anticipated to be, used or transferred to an17 other association or organization for the pur18 poses described in subparagraph (A) or (B).’’. 

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

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

21 the end the following new subsection: 

22 ‘‘(i) DISCLOSURE TO SHAREHOLDERS OF POLITICAL

23 EXPENDITURES.—Any solicitation of any proxy or consent 

24 or authorization in respect of any security of an issuer 

25 shall contain a disclosure of the total of any political exVerDate Mar 15 2010 21:34 Aug 02, 2011 Jkt 099200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H2728.IH H2728

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1 penditures in support of or in opposition to any candidate 

2 for Federal, State, or local public office made by the issuer 

3 during the preceding 6-year period. Such disclosure must 

4 be clear and conspicuous and, at minimum, contain the 

5 name and political party affiliation of each candidate in 

6 support of whom or in opposition to whom a political ex7 penditure was made, the amount of each such expenditure, 

8 the public office that such candidate was or is seeking, 

9 including the relevant State, city, or district, and a state10 ment of the issuer’s interest in and reason for making 

11 such expenditure. For purposes of this subsection, the 

12 term ‘political expenditure in support of or in opposition 

13 to any candidate for Federal, State, or local public office’ 

14 has the meaning given such term in section 13(m)(2).’’. 

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

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

17 adding at the end the following: 

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

19 disclosure of any political expenditures in support of or 

20 in opposition to any candidate for Federal, State, or local 

21 public office made by the issuer during the preceding 6- 

22 year period. Such disclosure shall contain, at minimum, 

23 the name and political party affiliation of each candidate 

24 in support of whom or in opposition to whom a political 

25 expenditure was made, the amount of each such expendiVerDate Mar 15 2010 21:34 Aug 02, 2011 Jkt 099200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H2728.IH H2728

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1 ture, the public office that such candidate was or is seek2 ing, including the relevant State, city, or district, and a 

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

4 such expenditure. For purposes of this subsection, the 

5 term ‘political expenditure in support of or in opposition 

6 to any candidate for Federal, State, or local public office’ 

7 has the meaning given such term in section 13(m)(2) of 

8 the Securities Exchange Act of 1934 (15 U.S.C. 

9 78m(m)(3)).’’. 

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

11 Exchange Commission shall make such modifications to 

12 any forms made available by the Commission to facilitate 

13 the disclosures required by the amendments made by this 

14 Act. 

Æ 


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