I 
116TH CONGRESS 
2D SESSION 
H. R. 8458 
To amend the Securities Exchange Act of 1934 to require public companies 
to provide sexual harassment claim disclosures in certain reports, to 
require public companies to implement mandatory sexual harassment 
training, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
SEPTEMBER 30, 2020 
Mr. TED LIEU of California introduced the following bill; which was referred 
to the Committee on Financial Services 
A BILL 
To amend the Securities Exchange Act of 1934 to require 
public companies to provide sexual harassment claim dis-
closures in certain reports, to require public companies 
to implement mandatory sexual harassment training, 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 ‘‘Protections and Trans-
parency in the Workplace Act’’. 
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SEC. 2. COVERED DISCRIMINATION AND HARASSMENT DIS-
CLOSURES. 
(a) DEFINITION.—Section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)) is amended— 
(1) by redesignating the second paragraph (80) 
(related to funding portals) as paragraph (81); and 
(2) by adding at the end the following: 
‘‘(82) COVERED DISCRIMINATION AND HARASS-
MENT.—The term ‘covered discrimination and har-
assment’ means— 
‘‘(A) discrimination because of race, color, 
religion, sex (including sexual orientation and 
gender identity), or national origin under title 
VII of the Civil Rights Act of 1964 (42 U.S.C. 
2000e et seq.); 
‘‘(B) discrimination because of age under 
the Age Discrimination in Employment Act of 
1967 (29 U.S.C. 621 et seq.); 
‘‘(C) discrimination on the basis of dis-
ability under— 
‘‘(i) title I of the Americans with Dis-
abilities Act of 1990 (42 U.S.C. 12111 et 
seq.); or 
‘‘(ii) section 501 of the Rehabilitation 
Act of 1973 (29 U.S.C. 791); 
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‘‘(D) discrimination because of genetic in-
formation under title II of the Genetic Informa-
tion Nondiscrimination Act of 2008 (42 U.S.C. 
2000ff et seq.); 
‘‘(E) discrimination on the basis of status 
concerning service in a uniformed service under 
section 4311(a) of title 38, United States Code; 
‘‘(F) sexual harassment; or 
‘‘(G) sexual assault or abuse.’’. 
(b) DISCLOSURES.—Section 13 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78m) is amended by add-
ing at the end the following: 
‘‘(s) COVERED DISCRIMINATION AND HARASSMENT 
DISCLOSURES.— 
‘‘(1) 
ANNUAL
AND
QUARTERLY
DISCLO-
SURES.—Each issuer required to file an annual or 
quarterly report under subsection (a) shall disclose, 
in each such report, the following: 
‘‘(A) IN GENERAL.— 
‘‘(i) The number of covered discrimi-
nation and harassment claims received 
within the reporting period. 
‘‘(ii) The current number of covered 
discrimination 
and 
harassment 
claims 
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being investigated at the time of the re-
port. 
‘‘(iii) The number of covered discrimi-
nation and harassment claims that were 
resolved within the reporting period. 
‘‘(iv) The number of settlements in 
connection with covered discrimination and 
harassment claims within the reporting pe-
riod. 
‘‘(v) The number of court judgements 
in connection with covered discrimination 
and harassment claims within the report-
ing period. 
‘‘(vi) The aggregate amount of pay-
ments made in connection with covered 
discrimination and harassment claims, in-
cluding payments made by persons other 
than the issuer (including amounts that 
may have been paid under an insurance 
policy or directly by an employee of the 
issuer). 
‘‘(vii) The outcomes of all adjudicated 
covered discrimination and harassment 
cases, including which party was the pre-
vailing party or, if there was no prevailing 
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party, whether there was a settlement with 
no admission of guilt. 
‘‘(B) ADDITIONAL DISCLOSURES.— 
‘‘(i) The number of repeat settlements 
of covered discrimination and harassment 
claims with respect to a specific individual. 
‘‘(ii) The efforts taken by the issuer, 
including mandatory covered discrimina-
tion and harassment training, to prevent 
the perpetration of harassment, discrimina-
tion, or abuse by employees. 
‘‘(iii) The average length of time it 
takes for the issuer to resolve covered dis-
crimination and harassment claims. 
‘‘(C) INCLUSION OF RELATED ENTITIES.— 
‘‘(i) IN
GENERAL.—In making any 
disclosure under this paragraph, the issuer 
shall disclosure such information with re-
spect to itself as well as any parent, sub-
sidiary, or affiliate. 
‘‘(ii) DATA FORMAT.—In making any 
disclosure under this paragraph, the issuer 
shall report each of the following sets of 
data: 
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‘‘(A) IN GENERAL.—Each issuer required 
to file current reports under this section shall— 
‘‘(i) file such a report each time the 
issuer enters or exits any agreement re-
lated to the resolution of a covered dis-
crimination and harassment claim against 
the issuer (or a parent, subsidiary, or other 
affiliate of the issuer); and 
‘‘(ii) state in such report whether the 
agreement involved a claim against an em-
ployee who has had 2 or more previous 
covered discrimination and harassment 
claims made against them. 
‘‘(B) REDACTIONS.—In making a report 
required under subparagraph (A), the issuer— 
‘‘(i) may redact the names of specific 
individuals involved with the agreement; 
and 
‘‘(ii) unless the issuer has received 
consent from a complainant, shall redact 
the name of the complainant. 
‘‘(4) CLAIM DEFINED.—In this subsection, the 
term ‘claim’ means any allegation, assertion, or for-
mal legal action.’’. 
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SEC. 3. INDEPENDENT AND IMPARTIAL INVESTIGATORY 
REQUIREMENTS. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 14B the fol-
lowing: 
‘‘SEC. 14C. INDEPENDENT AND IMPARTIAL INVESTIGATORY 
REQUIREMENTS. 
‘‘(a) IN GENERAL.—In investigating any covered dis-
crimination and harassment claim, an issuer shall engage 
and pay for a third-party law firm to investigate reports 
of covered discrimination and harassment on an impartial, 
fact-finding basis rather than at the direction of or scope 
defined by the issuer. 
‘‘(b) SELECTION OF LAW FIRM.—In choosing the 
third-party law firm to be engaged under subsection (a), 
the issuer may only choose a law firm agreed to by all 
employees involved with the claim. 
‘‘(c) CLAIM DEFINED.—In this section, the term 
‘claim’ means any allegation, assertion, or formal legal ac-
tion.’’. 
SEC. 4. MANDATORY COVERED DISCRIMINATION AND HAR-
ASSMENT TRAINING, INCLUDING BYSTANDER 
TRAINING, AND WORKPLACE SURVEY. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.), as amended by section 3, is further amended by 
inserting after section 14C the following: 
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‘‘SEC. 14D. MANDATORY COVERED DISCRIMINATION AND 
HARASSMENT 
TRAINING, 
INCLUDING 
BY-
STANDER TRAINING, AND WORKPLACE SUR-
VEY. 
‘‘(a) WORKPLACE TRAINING PROGRAMS.— 
‘‘(1) IN GENERAL.—Each covered issuer shall 
develop and disseminate workplace training pro-
grams to educate employees at all levels, no matter 
what position, about what constitutes prohibited cov-
ered discrimination and harassment, how to report 
covered discrimination and harassment, how to pre-
vent covered discrimination and harassment, and 
what rights employees have with respect to covered 
discrimination and harassment. 
‘‘(2) SPECIAL TRAINING FOR CERTAIN EMPLOY-
EES.—Each training program developed under para-
graph (1) shall require separate training for man-
agers and human resources employees. 
‘‘(3) SPECIFIC CONTENTS OF TRAINING PRO-
GRAM.—Each training program developed under 
paragraph (1) shall contain the following: 
‘‘(A) An explanation of what constitutes 
covered discrimination and harassment. 
‘‘(B) An explanation of how covered dis-
crimination and harassment can impact victims. 
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‘‘(C) The rights of individuals with respect 
to covered discrimination and harassment and 
how to report it. 
‘‘(D) How individuals, including bystand-
ers who encounter covered discrimination and 
harassment, can intervene or report covered dis-
crimination and harassment and what their 
rights are should they report. 
‘‘(E) How employers and managers can 
prevent covered discrimination and harassment 
from occurring in the workplace. 
‘‘(F) An identification of available re-
sources for making complaints, including con-
tact information for the head of human re-
sources, contact information for the whistle-
blower tip line established under this section, 
and other public resources where further infor-
mation can be obtained, such as law enforce-
ment agencies, hospitals, and mental health re-
sources. 
‘‘(4) FREQUENCY OF TRAINING.—Each training 
program developed under paragraph (1) shall— 
‘‘(A) require new employees to complete 
the training program not later than 60 days 
after the employee assumes their position; 
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‘‘(B) require all employees to complete the 
training program once annually; and 
‘‘(C) require any employee found to have 
committed covered discrimination and harass-
ment to retake the training as soon as possible. 
‘‘(b) ANNUAL SURVEY.—Each covered issuer shall 
conduct an annual survey of the issuer’s employees to de-
termine— 
‘‘(1) whether employees feel safe; 
‘‘(2) whether employees would be comfortable 
reporting sexual harassment; and 
‘‘(3) if there are ways the issuer could create 
better avenues for employees to report sexual har-
assment. 
‘‘(c) USE OF OUTSIDE LAW FIRMS.— 
‘‘(1) IN GENERAL.—Each covered issuer shall 
contract with a third-party law firm to carry out the 
workplace training program required under sub-
section (a) and the annual survey required under 
subsection (b). 
‘‘(2) SENSE OF CONGRESS.—It is the sense of 
the Congress that covered issuers should use the 
same law firm to carry out the annual survey and 
the workplace training program. 
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‘‘(d) WHISTLEBLOWER TIP LINE.—Each covered 
issuer shall— 
‘‘(1) establish an anonymous whistle blower tip 
line for employees; and 
‘‘(2) with respect to any report made to the tip 
line, immediately provide the report to the general 
counsel of the issuer, the head of human resources 
for the issuer, and the members of the board of di-
rectors of the issuer. 
‘‘(e) DEFINITIONS.—In this section: 
‘‘(1) COVERED
ISSUER.—The term ‘covered 
issuer’ means an issuer of a security registered pur-
suant to section 12. 
‘‘(2) EMPLOYEE.—With respect to an issuer, 
the term ‘employee’ means— 
‘‘(A) an employee of the issuer, including 
a volunteer or other individual working for the 
issuer without pay; and 
‘‘(B) an independent contractor who is 
contracting with the issuer, and each employee 
of the independent contractor, including a vol-
unteer or other individual working for the con-
tractor without pay.’’. 
Æ 
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