IB 
Union Calendar No. 517 
116TH CONGRESS 
2D SESSION 
H. R. 5929 
[Report No. 116–632] 
To amend the Securities Exchange Act of 1934 to require reporting of 
certain expenditures for political activities, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
FEBRUARY 21, 2020 
Mr. FOSTER (for himself, Mr. WELCH, Ms. NORTON, Ms. SCHAKOWSKY, Ms. 
VELA´ZQUEZ, 
Mr. 
DEFAZIO, 
Mr. 
CARBAJAL, 
Ms. 
MENG, 
Mr. 
MALINOWSKI, Mr. NADLER, Mr. PHILLIPS, and Mr. CROW) introduced 
the following bill; which was referred to the Committee on Financial Serv-
ices 
DECEMBER 8, 2020 
Additional sponsors: Mr. RASKIN, Mr. HECK, Mr. CLEAVER, Mr. LYNCH, Mr. 
GARCI´A of Illinois, Mr. PERLMUTTER, Mr. QUIGLEY, and Mr. CARTWRIGHT 
DECEMBER 8, 2020 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on February 21, 2020] 
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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 Political 
Transparency Act of 2020’’. 
SEC. 2. FINDINGS. 
Congress finds that— 
(1) corporations make significant political con-
tributions and expenditures that directly or indirectly 
influence the election of candidates and support 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 cor-
porations they own; 
(5) shareholders and the public have a right to 
know how corporate managers are spending company 
funds to make political contributions and expendi-
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tures benefitting candidates, political parties, and po-
litical causes; and 
(6) corporations should be accountable to share-
holders in making political contributions or expendi-
tures affecting Federal governance and public policy. 
SEC. 3. 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.— 
‘‘(1) DEFINITIONS.—In this subsection: 
‘‘(A) EXPENDITURE FOR POLITICAL ACTIVI-
TIES.—The term ‘expenditure for political activi-
ties’— 
‘‘(i) 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 commu-
nication 
(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 section 
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 
broadcast, cable, or satellite commu-
nication; or 
‘‘(III) dues or other payments to 
trade associations or organizations de-
scribed 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 antici-
pated to be, used or transferred to an-
other association or organization for 
the purposes described in subclause (I) 
or (II); and 
‘‘(ii) 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 administrative personnel and their 
families; or 
‘‘(III) the establishment and ad-
ministration of contributions to a sep-
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arate segregated fund to be utilized for 
political purposes by a corporation. 
‘‘(B) ISSUER.—The term ‘issuer’ does not 
include an investment company registered under 
section 8 of the Investment Company Act of 1940 
(15 U.S.C. 80a–8). 
‘‘(2) QUARTERLY REPORTS.— 
‘‘(A) REPORTS REQUIRED.—Not later than 
180 days after the date of enactment of this sub-
section, the Commission shall amend the report-
ing rules under this section to require each issuer 
with a class of equity securities registered under 
section 12 of this title to submit to the Commis-
sion and the shareholders of the issuer a quar-
terly 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) if the expenditure for political ac-
tivities was made in support of or in oppo-
sition to a candidate, the name of the can-
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didate and the office sought by, and the po-
litical party affiliation of, the candidate; 
and 
‘‘(v) the name or identity of trade asso-
ciations or organizations described in sec-
tion 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 paragraph 
(1)(A)(i)(III). 
‘‘(B) PUBLIC AVAILABILITY.—The Commis-
sion shall ensure that the quarterly reports re-
quired under this paragraph are publicly avail-
able through the Internet website of the Commis-
sion and through the EDGAR system in a man-
ner 
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 in-
clude in the annual report of the issuer to share-
holders— 
‘‘(A) a summary of each expenditure for po-
litical activities made during the preceding year 
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in excess of $10,000, and each expenditure for 
political activities for a particular election if the 
total amount of such expenditures for that elec-
tion is in excess of $10,000; 
‘‘(B) a description of the specific nature of 
any expenditure for political activities the issuer 
intends to make for the forthcoming fiscal year, 
to the extent the specific nature is known to the 
issuer; and 
‘‘(C) the total amount of expenditures for 
political activities intended to be made by the 
issuer for the forthcoming fiscal year.’’. 
SEC. 4. REPORTS. 
(a) SECURITIES AND EXCHANGE COMMISSION.—The 
Securities and Exchange Commission shall— 
(1) conduct an annual assessment of the compli-
ance of issuers with section 13(s) of the Securities Ex-
change Act of 1934, as added by this Act; and 
(2) submit to Congress an annual report con-
taining the results of the assessment under paragraph 
(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 
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Union Calendar No. 517 
116TH CONGRESS 
2D SESSION 
H. R. 5929 
[Report No. 116–632] 
A BILL 
To amend the Securities Exchange Act of 1934 to 
require reporting of certain expenditures for po-
litical activities, and for other purposes. 
DECEMBER 8, 2020 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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