I 
114TH CONGRESS 
1ST SESSION 
H. R. 446 
To amend the Securities Exchange Act of 1934 to require shareholder author-
ization before a public company may make certain political expenditures, 
and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JANUARY 21, 2015 
Mr. CAPUANO (for himself, Mr. LYNCH, Mr. DEFAZIO, Ms. NORTON, Mr. 
ELLISON, Mr. LARSON of Connecticut, Mr. GRIJALVA, Mr. CONNOLLY, 
Mr. CUMMINGS, Ms. TSONGAS, Mrs. DAVIS of California, Mr. CONYERS, 
Mr. COHEN, Mr. TAKANO, Ms. PINGREE, Mr. SARBANES, Mr. WELCH, 
Ms. SLAUGHTER, Ms. MENG, and Mr. HASTINGS) introduced the fol-
lowing bill; which was referred to the Committee on Financial Services 
A BILL 
To amend the Securities Exchange Act of 1934 to require 
shareholder authorization before a public company may 
make certain political expenditures, and for other pur-
poses. 
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 Protection 
Act of 2015’’. 
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SEC. 2. FINDINGS. 
Congress finds that— 
(1) corporations make significant political con-
tributions and expenditures that directly or indi-
rectly influence the election of candidates and sup-
port or oppose political causes; 
(2) decisions to use corporate funds for political 
contributions and expenditures are usually made by 
corporate boards and executives, rather than share-
holders; 
(3) corporations, acting through boards and ex-
ecutives, are obligated to conduct business for the 
best interests of their owners, the shareholders; 
(4) historically, shareholders have not had a 
way to know, or to influence, the political activities 
of corporations they own; 
(5) shareholders and the public have a right to 
know how corporate managers are spending com-
pany funds to make political contributions and ex-
penditures benefitting candidates, political parties, 
and political causes; 
(6) corporations should be accountable to share-
holders in making political contributions or expendi-
tures affecting Federal governance and public policy; 
and 
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(7) requiring a corporation to obtain the ex-
press approval of shareholders prior to making polit-
ical contributions or expenditures will establish nec-
essary accountability. 
SEC. 3. SHAREHOLDER APPROVAL OF CORPORATE POLIT-
ICAL ACTIVITY. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 14B (15 
U.S.C. 78n–2) the following: 
‘‘SEC. 14C. SHAREHOLDER APPROVAL OF CERTAIN POLIT-
ICAL EXPENDITURES AND DISCLOSURE OF 
VOTES OF INSTITUTIONAL INVESTORS. 
‘‘(a) DEFINITIONS.—In this section— 
‘‘(1) the term ‘expenditure for political activi-
ties’— 
‘‘(A) 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 communication 
(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 sec-
tion 301(22) of that Act (52 U.S.C. 
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30101(22))) that would be an election-
eering communication if it were a broad-
cast, cable, or satellite communication; or 
‘‘(iii) dues or other payments to trade 
associations or organizations described in 
section 501(c) of the Internal 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 or-
ganization for the purposes described in 
clauses (i) or (ii); and 
‘‘(B) 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 executive or adminis-
trative personnel and their families; or 
‘‘(iii) the establishment and adminis-
tration of contributions to a separate seg-
regated fund to be utilized for political 
purposes by a corporation; and 
‘‘(2) the term ‘issuer’ does not include an in-
vestment company registered under section 8 of the 
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Investment Company Act of 1940 (15 U.S.C. 80a– 
8). 
‘‘(b) SHAREHOLDER AUTHORIZATION
FOR POLIT-
ICAL EXPENDITURES.—Each solicitation of proxy, con-
sent, or authorization by an issuer with a class of equity 
securities registered under section 12 of this title shall— 
‘‘(1) contain— 
‘‘(A) a description of the specific nature of 
any expenditure for political activities proposed 
to be made by the issuer for the forthcoming 
fiscal year that has not been authorized by a 
vote of the shareholders of the issuer, to the ex-
tent the specific nature is known to the issuer; 
and 
‘‘(B) the total amount of expenditures for 
political activities proposed to be made by the 
issuer for the forthcoming fiscal year; and 
‘‘(2) provide for a separate vote of the share-
holders of the issuer to authorize such expenditures 
for political activities in the total amount described 
in paragraph (1). 
‘‘(c) VOTE REQUIRED TO MAKE EXPENDITURES.— 
No issuer shall make an expenditure for political activities 
in any fiscal year unless such expenditure— 
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‘‘(1) is of the nature of those proposed by the 
issuer in subsection (b)(1); and 
‘‘(2) has been authorized by a vote of the ma-
jority of the outstanding shares of the issuer in ac-
cordance with subsection (b)(2). 
‘‘(d) FIDUCIARY DUTY; LIABILITY.— 
‘‘(1) FIDUCIARY
DUTY.—A violation of sub-
section (c) shall be considered a breach of a fidu-
ciary duty of the officers and directors who author-
ized the expenditure for political activities. 
‘‘(2) LIABILITY.—An officer or director of an 
issuer who authorizes an expenditure for political ac-
tivities in violation of subsection (c) shall be jointly 
and severally liable in any action brought in a court 
of competent jurisdiction to any person or class of 
persons who held shares at the time the expenditure 
for political activities was made for an amount equal 
to 3 times the amount of the expenditure for polit-
ical activities. 
‘‘(e) DISCLOSURE OF VOTES.— 
‘‘(1) DISCLOSURE
REQUIRED.—Each institu-
tional investment manager subject to section 13(f) 
shall disclose not less frequently than annually how 
the institutional investment manager voted on any 
shareholder vote under subsection (a), unless the 
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