‘‘(2) authorization for such expenditures has 
been granted by votes representing a majority of 
outstanding shares pursuant to subsection (a)(2). 
‘‘(c) FIDUCIARY DUTY; LIABILITY.—A violation of 
subsection (b) shall be considered a breach of a fiduciary 
duty of the officers and directors who authorized such an 
expenditure. The officers and directors who authorize such 
an expenditure without first obtaining such authorization 
of shareholders shall be jointly and severally liable in any 
action brought in any court of competent jurisdiction to 
any shareholder or class of shareholders for the amount 
of such expenditure. 
‘‘(d) DEFINITION OF EXPENDITURE FOR POLITICAL 
ACTIVITIES.—As used in this section: 
‘‘(1) The term ‘expenditure for political activi-
ties’ means— 
‘‘(A) an independent expenditure, as such 
term is defined in section 301(17) of the Fed-
eral Election Campaign Act of 1971 (2 U.S.C. 
431(17)); 
‘‘(B) contributions to any political party, 
committee, or electioneering communication, as 
such term is defined in section 304(f)(3)(A) of 
the Federal Election Campaign Act of 1971 (2 
U.S.C. 434(f)(3)(A)); and 
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‘‘(C) dues or other payments to trade asso-
ciations or other tax exempt organizations that 
are, or could reasonably be anticipated to be, 
used for the purposes described in subpara-
graph (A). 
‘‘(2) Such term shall not include— 
‘‘(A) direct lobbying efforts through reg-
istered lobbyists employed or hired by the 
issuer; 
‘‘(B) communications by an issuer to its 
shareholders and executive or administrative 
personnel and their families; or 
‘‘(C) the establishment, administration, 
and solicitation of contributions to a separate 
segregated fund to be utilized for political pur-
poses by a corporation.’’. 
SEC. 3. DISCLOSURE OF PROXY VOTES BY INSTITUTIONAL 
INVESTORS. 
Section 13(f) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m(f)) is amended by redesignating para-
graph (5) as paragraph (7) and inserting after paragraph 
(4) the following: 
‘‘(5) DISCLOSURE
OF
VOTES.—Each institu-
tional investment manager subject to this subsection 
shall include in the reports required under this sub-
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section, at least annually, a statement of how it 
voted on any shareholder vote provided for under 
section 14A(a) that occurred since the manager’s 
last such statement, unless such vote is otherwise re-
quired to be reported publicly by rule or regulation 
of the Commission. Not later than 6 months after 
the date of enactment of this paragraph, the Com-
mission shall issue rules and regulations to imple-
ment this paragraph. 
‘‘(6) SAFE HARBOR FOR CERTAIN DIVESTMENT 
DECISIONS.—Notwithstanding any other provision of 
Federal or State law, no person may bring any civil, 
criminal, or administrative action against any insti-
tutional investment manager, or any employee, offi-
cer, or director thereof, based solely upon a decision 
of the investment manager to divest from, or not to 
invest in, securities of an issuer because of expendi-
tures for political activities made by that issuer.’’. 
SEC. 4. REQUIRED BOARD VOTE ON CORPORATE EXPENDI-
TURES FOR POLITICAL ACTIVITIES. 
(a) REQUIRED VOTE.—The Securities Exchange Act 
of 1934 is amended by adding after section 16 the fol-
lowing new section: 
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‘‘SEC. 16A. REQUIRED BOARD VOTE ON CORPORATE EX-
PENDITURES FOR POLITICAL ACTIVITIES. 
‘‘(a) LISTING ON EXCHANGES.—Effective not later 
than 180 days after the date of enactment of this section, 
the Commission shall, by rule, direct the national securi-
ties exchanges and national securities associations to pro-
hibit the listing of any class of equity security of an issuer 
that is not in compliance with the requirements of any 
portion of subsection (b). 
‘‘(b) REQUIREMENT FOR VOTE IN CORPORATE BY-
LAWS.—The corporate bylaws of an issuer shall expressly 
provide for a vote of the directors of the issuer on any 
individual expenditure for political activities (as such term 
is defined in section 14A(d)(1)) in excess of $50,000. An 
issuer shall make publicly available the individual votes of 
the directors required by the preceding sentence within 48 
hours of the vote, including in a clear and conspicuous 
location on the Internet website of the issuer.’’. 
(b) NO EFFECT ON DETERMINATION OF COORDINA-
TION WITH CANDIDATES OR CAMPAIGNS.—For purposes 
of determining whether an expenditure for political activi-
ties by an issuer under the Securities Exchange Act of 
1934 is an independent expenditure under the Federal 
Election Campaign Act of 1971, the expenditure may not 
be treated as made in concert or cooperation with, or at 
the request or suggestion of, any candidate or committee 
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solely on the grounds that any director of the issuer voted 
on the expenditure as required under section 16A(b) of 
the Securities Exchange Act of 1934 (as added by sub-
section (a)). 
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: 
‘‘(m) REPORTING REQUIREMENTS RELATING
TO 
CERTAIN POLITICAL EXPENDITURES.— 
‘‘(1) IN GENERAL.—Not later than 180 days 
after the date of enactment of this subsection, the 
Commission shall modify its reporting rules under 
this section to require issuers to disclose quarterly 
any expenditure for political activities (as such term 
is defined in section 14A(c)(1)) made during the 
preceding quarter and the individual votes by board 
members authorizing such expenditures. Such a re-
port shall be filed with the Commission and provided 
to shareholders and shall include— 
‘‘(A) the date of the expenditures; 
‘‘(B) the amount of the expenditures; 
‘‘(C) the name or identity of the candidate, 
political party, committee, or electioneering 
communication, as such term is defined in sec-
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tion 304(f)(3)(A) of the Federal Election Cam-
paign Act of 1971 (2 U.S.C. 434(f)(3)(A)); and 
‘‘(D) if the expenditures were made for or 
against a candidate, including an electioneering 
communication, the office sought by the can-
didate and the political party affiliation of the 
candidate. 
‘‘(2) PUBLIC AVAILABILITY.—The Commission 
shall ensure that, to the greatest extent practicable, 
the quarterly reports required by this subsection are 
publicly available through the Commission website in 
a 
manner 
that 
is 
searchable, 
sortable, 
and 
downloadable, consistent with the requirements of 
section 24.’’. 
SEC. 5. REPORT. 
The Comptroller General of the United States shall 
annually conduct a study on the compliance with the re-
quirements of this Act by public corporations and their 
management, as well as the effectiveness of the Securities 
and Exchange Commission in meeting the reporting and 
disclosure requirements of this Act. Not later than April 
1 of each year, the Comptroller General shall submit to 
Congress a report of such study. 
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SEC. 6. SEVERABILITY. 
If any provision of this Act, an amendment made by 
this Act, or the application of such provision or amend-
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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