I 
116TH CONGRESS 
2D SESSION 
H. R. 5929 
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 
FEBRUARY 21, 2020 
Mr. FOSTER (for himself, Mr. WELCH, Ms. NORTON, Ms. SCHAKOWSKY, Ms. 
VELA´ZQUEZ, 
Mr. 
DEFAZIO, 
Mr. 
CARBAJAL, 
Ms. 
MENG, 
Mr. 
MALINOWSKI, Mr. NADLER, Mr. PHILLIPS, and Mr. CROW) introduced 
the following bill; which was referred to the Committee on Financial Serv-
ices 
A BILL 
To amend the Securities Exchange Act of 1934 to require 
reporting of certain expenditures for political activities, 
and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Shareholder Political 
Transparency Act of 2020’’. 
SEC. 2. FINDINGS. 
Congress finds that— 
VerDate Sep 11 2014 
18:09 Feb 24, 2020
Jkt 099200
PO 00000
Frm 00001
Fmt 6652
Sfmt 6201
E:\BILLS\H5929.IH
H5929
pamtmann on DSKBC07HB2PROD with BILLS
SEC. 3. REPORTING REQUIREMENTS. 
Section 13 of the Securities Exchange Act of 1934 
(15 U.S.C. 78m) is amended by adding at the end the 
following: 
‘‘(s) REPORTING REQUIREMENTS RELATING TO CER-
TAIN POLITICAL EXPENDITURES.— 
‘‘(1) DEFINITIONS.—In this subsection— 
‘‘(A) the term ‘expenditure for political ac-
tivities’— 
‘‘(i) means— 
‘‘(I) an independent expenditure 
(as defined in section 301(17) of the 
Federal Election Campaign Act of 
1971 (52 U.S.C. 30101(17))); 
‘‘(II) an electioneering commu-
nication 
(as 
defined 
in 
section 
304(f)(3) of that Act (52 U.S.C. 
30104(f)(3))) and any other public 
communication (as defined in section 
301(22) of that Act (52 U.S.C. 
30101(22))) that would be an elec-
tioneering communication if it were a 
broadcast, cable, or satellite commu-
nication; or 
‘‘(III) dues or other payments to 
trade associations or organizations de-
VerDate Sep 11 2014 
18:09 Feb 24, 2020
Jkt 099200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6201
E:\BILLS\H5929.IH
H5929
pamtmann on DSKBC07HB2PROD with BILLS
scribed in section 501(c) of the Inter-
nal Revenue Code of 1986 and exempt 
from tax under section 501(a) of that 
Code that are, or could reasonably be 
anticipated to be, used or transferred 
to another association or organization 
for the purposes described in sub-
clause (I) or (II); and 
‘‘(ii) does not include— 
‘‘(I) 
direct 
lobbying 
efforts 
through registered lobbyists employed 
or hired by the issuer; 
‘‘(II) 
communications 
by 
an 
issuer to its shareholders and execu-
tive or administrative personnel and 
their families; or 
‘‘(III) the establishment and ad-
ministration of contributions to a sep-
arate segregated fund to be utilized 
for political purposes by a corpora-
tion; and 
‘‘(B) the term ‘issuer’ does not include an 
investment company registered under section 8 
of the Investment Company Act of 1940 (15 
U.S.C. 80a–8). 
VerDate Sep 11 2014 
18:09 Feb 24, 2020
Jkt 099200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6201
E:\BILLS\H5929.IH
H5929
pamtmann on DSKBC07HB2PROD with BILLS
‘‘(2) QUARTERLY REPORTS.— 
‘‘(A) REPORTS REQUIRED.—Not later than 
180 days after the date of enactment of this 
subsection, the Commission shall amend the re-
porting rules under this section to require each 
issuer with a class of equity securities reg-
istered under section 12 of this title to submit 
to the Commission and the shareholders of the 
issuer a quarterly report containing— 
‘‘(i) a description of any expenditure 
for political activities made during the pre-
ceding quarter; 
‘‘(ii) the date of each expenditure for 
political activities; 
‘‘(iii) the amount of each expenditure 
for political activities; 
‘‘(iv) if the expenditure for political 
activities was made in support of or op-
posed to a candidate, the name of the can-
didate and the office sought by, and the 
political party affiliation of, the candidate; 
and 
‘‘(v) the name or identity of trade as-
sociations or organizations described in 
section 501(c) of the Internal Revenue 
VerDate Sep 11 2014 
18:09 Feb 24, 2020
Jkt 099200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6201
E:\BILLS\H5929.IH
H5929
pamtmann on DSKBC07HB2PROD with BILLS
Code of 1986 and exempt from tax under 
section 501(a) of such Code which receive 
dues or other payments as described in 
paragraph (1)(A)(i)(III). 
‘‘(B) PUBLIC
AVAILABILITY.—The Com-
mission shall ensure that the quarterly reports 
required under this paragraph are publicly 
available through the Internet website of the 
Commission and through the EDGAR system in 
a manner that is searchable, sortable, and 
downloadable, consistent with the requirements 
under section 24. 
‘‘(3) ANNUAL REPORTS.—Not later than 180 
days after the date of enactment of this subsection, 
the Commission shall, by rule, require each issuer to 
include in the annual report of the issuer to share-
holders— 
‘‘(A) a summary of each expenditure for 
political activities made during the preceding 
year in excess of $10,000, and each expenditure 
for political activities for a particular election if 
the total amount of such expenditures for that 
election is in excess of $10,000; 
‘‘(B) a description of the specific nature of 
any expenditure for political activities the issuer 
VerDate Sep 11 2014 
18:09 Feb 24, 2020
Jkt 099200
PO 00000
Frm 00006
Fmt 6652
Sfmt 6201
E:\BILLS\H5929.IH
H5929
pamtmann on DSKBC07HB2PROD with BILLS
intends to make for the forthcoming fiscal year, 
to the extent the specific nature is known to the 
issuer; and 
‘‘(C) the total amount of expenditures for 
political activities intended to be made by the 
issuer for the forthcoming fiscal year.’’. 
SEC. 4. REPORTS. 
(a) SECURITIES AND EXCHANGE COMMISSION.—The 
Securities and Exchange Commission shall— 
(1) conduct an annual assessment of the com-
pliance of issuers with section 13(s) of the Securities 
Exchange Act of 1934, as added by this Act; and 
(2) submit to Congress an annual report con-
taining the results of the assessment under para-
graph (1). 
(b) GOVERNMENT ACCOUNTABILITY OFFICE.—The 
Comptroller General of the United States shall periodically 
evaluate and report to Congress on the effectiveness of the 
oversight by the Securities and Exchange Commission of 
the reporting and disclosure requirements under section 
13(s) of the Securities Exchange Act of 1934, as added 
by this Act. 
Æ 
VerDate Sep 11 2014 
18:09 Feb 24, 2020
Jkt 099200
PO 00000
Frm 00007
Fmt 6652
Sfmt 6301
E:\BILLS\H5929.IH
H5929
pamtmann on DSKBC07HB2PROD with BILLS