vote is otherwise required by rule of the Commission 
to be reported publicly. 
‘‘(2) RULES.—Not later than 6 months after 
the date of enactment of this section, the Commis-
sion shall issue rules to carry out this subsection 
that require that a disclosure required under para-
graph (1)— 
‘‘(A) be made not later than 30 days after 
a vote described in paragraph (1); and 
‘‘(B) be made available to the public 
through the EDGAR system as soon as prac-
ticable. 
‘‘(f) SAFE HARBOR FOR CERTAIN DIVESTMENT DE-
CISIONS.—Notwithstanding any other provision of Federal 
or State law, if an institutional investment manager makes 
the disclosures required under subsection (e), no person 
may bring any civil, criminal, or administrative action 
against the institutional investment manager, or any em-
ployee, officer, or director thereof, based solely upon a de-
cision of the investment manager to divest from, or not 
to invest in, securities of an issuer due to an expenditure 
for political activities made by the issuer.’’. 
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SEC. 4. REQUIRED BOARD VOTE ON CORPORATE EXPENDI-
TURES FOR POLITICAL ACTIVITIES. 
The Securities Exchange Act of 1934 (15 U.S.C. 78 
et seq.) is amended by adding after section 16 (15 U.S.C. 
78p) the following: 
‘‘SEC. 16A. REQUIRED BOARD VOTE ON CORPORATE EX-
PENDITURES FOR POLITICAL ACTIVITIES. 
‘‘(a) DEFINITIONS.—In this section, the terms ‘ex-
penditure for political activities’ and ‘issuer’ have the 
meaning given the terms in section 14C. 
‘‘(b) LISTING ON EXCHANGES.—Not later than 180 
days after the date of enactment of this section, the Com-
mission shall, by rule, direct the national securities ex-
changes and national securities associations to prohibit the 
listing of any class of equity security of an issuer that 
is not in compliance with the requirements of any portion 
of subsection (c). 
‘‘(c) REQUIREMENT FOR VOTE IN CORPORATE BY-
LAWS.— 
‘‘(1) VOTE
REQUIRED.—The bylaws of an 
issuer shall expressly provide for a vote of the board 
of directors of the issuer on— 
‘‘(A) any expenditure for political activities 
in excess of $50,000; and 
‘‘(B) any expenditure for political activities 
that would result in the total amount spent by 
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the issuer for a particular election (as defined 
in section 301(1) of the Federal Election Cam-
paign Act of 1971 (52 U.S.C. 30101(1))) in ex-
cess of $50,000. 
‘‘(2) PUBLIC
AVAILABILITY.—An issuer shall 
make the votes of each member of the board of di-
rectors for a vote required under paragraph (1) pub-
licly available not later than 48 hours after the vote, 
including in a clear and conspicuous location on the 
Internet website of the issuer. 
‘‘(d) NO EFFECT ON DETERMINATION OF COORDINA-
TION WITH CANDIDATES OR CAMPAIGNS.—For purposes 
of the Federal Election Campaign Act of 1971 (52 U.S.C. 
30101 et seq.), an expenditure for political activities by 
an issuer shall not be treated as made in concert or co-
operation with, or at the request or suggestion of, any can-
didate or committee solely because a member of the board 
of directors of the issuer voted on the expenditure as re-
quired under this section.’’. 
SEC. 5. 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.— 
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‘‘(1) DEFINITIONS.—In this subsection, the 
terms ‘expenditure for political activities’ and 
‘issuer’ have the same meaning as in section 14C. 
‘‘(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) the votes of each member of the 
board of directors authorizing the expendi-
ture for political activity, as required under 
section 16A(c); 
‘‘(v) if the expenditure for political ac-
tivities was made in support of or opposed 
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to a candidate, the name of the candidate 
and the office sought by, and the political 
party affiliation of, the candidate; and 
‘‘(vi) the name or identity of trade as-
sociations or organizations described in 
section 501(c) of the Internal Revenue 
Code of 1986 and exempt from tax under 
section 501(a) of such Code which receive 
dues or other payments as described in 
section 14C(a)(1)(A)(iii). 
‘‘(B) PUBLIC
AVAILABILITY.—The Com-
mission shall ensure that, to the greatest extent 
practicable, 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 summary of each expenditure for political 
activities made during the preceding year in excess 
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of $10,000, and each expenditure for political activi-
ties for a particular election if the total amount of 
such expenditures for that election is in excess of 
$10,000.’’. 
SEC. 6. REPORTS. 
(a) SECURITIES AND EXCHANGE COMMISSION.—The 
Securities and Exchange Commission shall— 
(1) conduct an annual assessment of the com-
pliance of issuers and officers and members of the 
boards of directors of issuers with sections 13(s), 
14C, and 16A of the Securities Exchange Act, 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 sections 
13(s), 14C, and 16A of the Securities Exchange Act, as 
added by this Act. 
SEC. 7. SEVERABILITY. 
If any provision of this Act, an amendment made by 
this Act, or the application of such provision or amend-
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ment to any person or circumstance is held to be unconsti-
tutional, the remainder of this Act, the amendments made 
by this Act, and the application of such provision or 
amendment to any person or circumstance shall not be af-
fected thereby. 
Æ 
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