I 
111TH CONGRESS 
2D SESSION 
H. R. 4790 
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 
MARCH 9, 2010 
Mr. CAPUANO (for himself, Mr. ACKERMAN, Mr. FILNER, Mr. GRAYSON, Mr. 
HIMES, Mr. HOLT, Mrs. MALONEY, Mr. PALLONE, Mr. PETERS, and Ms. 
ROYBAL-ALLARD) introduced the following bill; which was referred to the 
Committee on Financial Services, and in addition to the Committee on 
House Administration, for a period to be subsequently determined by the 
Speaker, in each case for consideration of such provisions as fall within 
the jurisdiction of the committee concerned 
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 2010’’. 
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SEC. 2. FINDINGS. 
Congress finds the following: 
(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. Decisions to use cor-
porate funds for political contributions and expendi-
tures are usually made by corporate boards and ex-
ecutives, rather than shareholders. 
(2) Corporations, acting through their boards 
and executives, are obligated to conduct business for 
the best interests of their owners, the shareholders. 
(3) Historically, shareholders have not had a 
way to know, or to influence, the political activities 
of corporations they own. Shareholders and the pub-
lic have a right to know how corporations are spend-
ing their funds to make political contributions or ex-
penditures benefitting candidates, political parties, 
and political causes. 
(4) Corporations should be accountable to their 
shareholders in making political contributions or ex-
penditures affecting Federal governance and public 
policy. Requiring the express approval of a corpora-
tion’s shareholders prior to making political con-
tributions or expenditures will establish necessary 
accountability. 
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SEC. 2. SHAREHOLDER APPROVAL OF CORPORATE POLIT-
ICAL ACTIVITY. 
The Securities Exchange Act of 1934 is amended by 
inserting after section 14 the following new section: 
‘‘SEC. 14A. SHAREHOLDER APPROVAL OF CERTAIN POLIT-
ICAL EXPENDITURES. 
‘‘(a) SHAREHOLDER AUTHORIZATION FOR POLITICAL 
EXPENDITURES.—Any solicitation of any proxy or consent 
or authorization in respect of any security of an issuer 
shall— 
‘‘(1) contain a description of the specific nature 
of any expenditures for political activities proposed 
to be made by the issuer for the forthcoming fiscal 
year, to the extent the specific nature is known to 
the issuer and including the total amount of such 
proposed expenditures; and 
‘‘(2) provide for a separate shareholder vote to 
authorize such proposed expenditures in such 
amount. 
‘‘(b) RESTRICTION ON EXPENDITURES.—No issuer 
shall make any expenditure for political activities in any 
fiscal year unless— 
‘‘(1) such expenditure is of the nature of those 
proposed by the issuer pursuant to subsection (a)(1); 
and 
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