I 
116TH CONGRESS 
1ST SESSION 
H. R. 936 
To amend the Securities Exchange Act of 1934 and the Federal Election 
Campaign Act of 1971 to prohibit a corporation from making disburse-
ments for a political purpose unless the corporation has assessed the 
preferences of its shareholders with respect to such disbursements, and 
for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JANUARY 31, 2019 
Mr. RASKIN (for himself, Mr. ROUDA, Mr. JOHNSON of Georgia, Mr. 
CARBAJAL, Ms. NORTON, Ms. SCHAKOWSKY, Mr. SOTO, Mr. BLU-
MENAUER, and Mr. POCAN) introduced the following bill; which was re-
ferred to the Committee on Financial Services, and in addition to the 
Committee on House Administration, for a period to be subsequently de-
termined 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 and the 
Federal Election Campaign Act of 1971 to prohibit a 
corporation from making disbursements for a political 
purpose unless the corporation has assessed the pref-
erences of its shareholders with respect to such disburse-
ments, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
VerDate Sep 11 2014 
04:50 Feb 12, 2019
Jkt 089200
PO 00000
Frm 00001
Fmt 6652
Sfmt 6201
E:\BILLS\H936.IH
H936
kjohnson on DSK79L0C42 with BILLS
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Shareholders United 
Act of 2019’’. 
SEC. 2. ASSESSMENT OF SHAREHOLDER PREFERENCES 
FOR DISBURSEMENTS FOR POLITICAL PUR-
POSES. 
(a) ASSESSMENT REQUIRED.—The Securities Ex-
change Act of 1934 (15 U.S.C. 78a et seq.) is amended 
by inserting after section 10D the following: 
‘‘SEC. 10E. ASSESSMENT OF SHAREHOLDER PREFERENCES 
FOR DISBURSEMENTS FOR POLITICAL PUR-
POSES. 
‘‘(a) ASSESSMENT REQUIRED BEFORE MAKING A 
DISBURSEMENT FOR A POLITICAL PURPOSE.— 
‘‘(1) REQUIREMENT.—An issuer with an equity 
security listed on a national securities exchange may 
not make a disbursement for a political purpose un-
less— 
‘‘(A) the issuer has in place procedures to 
assess the preferences of the shareholders of the 
issuer with respect to making such disburse-
ments; and 
‘‘(B) such an assessment has been made 
within the 1-year period ending on the date of 
such disbursement. 
VerDate Sep 11 2014 
04:50 Feb 12, 2019
Jkt 089200
PO 00000
Frm 00002
Fmt 6652
Sfmt 6201
E:\BILLS\H936.IH
H936
kjohnson on DSK79L0C42 with BILLS
‘‘(2) TREATMENT OF ISSUERS WHOSE SHARE-
HOLDERS
ARE
PROHIBITED
FROM
EXPRESSING 
PREFERENCES.—Notwithstanding paragraph (1), an 
issuer described under such paragraph with proce-
dures in place to assess the preferences of its share-
holders with respect to making disbursements for 
political purposes shall not be considered to meet the 
requirements of such paragraph if a majority of the 
number of the outstanding equity securities of the 
issuer are held by persons who are prohibited from 
expressing partisan or political preferences by law, 
contract, or the requirement to meet a fiduciary 
duty. 
‘‘(b) ASSESSMENT
REQUIREMENTS.—The assess-
ment described under subsection (a) shall assess— 
‘‘(1) which types of disbursements for a polit-
ical purpose the shareholder believes the issuer 
should make; 
‘‘(2) whether the shareholder believes that such 
disbursements should be made in support of, or in 
opposition to, Republican, Democratic, Independent, 
or other political party candidates and political com-
mittees; 
VerDate Sep 11 2014 
04:50 Feb 12, 2019
Jkt 089200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6201
E:\BILLS\H936.IH
H936
kjohnson on DSK79L0C42 with BILLS
‘‘(3) whether the shareholder believes that such 
disbursements should be made with respect to elec-
tions for Federal, State, or local office; and 
‘‘(4) such other information as the Commission 
may specify, by rule. 
‘‘(c) DISBURSEMENT FOR A POLITICAL PURPOSE DE-
FINED.— 
‘‘(1) IN GENERAL.—For purposes of this sec-
tion, the term ‘disbursement for a political purpose’ 
means any of the following: 
‘‘(A) A disbursement for an independent 
expenditure, as defined in section 301(17) of 
the Federal Election Campaign Act of 1971 (52 
U.S.C. 30101(17)). 
‘‘(B) A disbursement for an electioneering 
communication, as defined in section 304(f) of 
the Federal Election Campaign Act of 1971 (52 
U.S.C. 30104(f)). 
‘‘(C) A disbursement for any public com-
munication, as defined in section 301(22) of the 
Federal Election Campaign Act of 1971 (52 
U.S.C. 30101(22))— 
‘‘(i) which expressly advocates the 
election or defeat of a clearly identified 
candidate for election for Federal office, or 
VerDate Sep 11 2014 
04:50 Feb 12, 2019
Jkt 089200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6201
E:\BILLS\H936.IH
H936
kjohnson on DSK79L0C42 with BILLS
is the functional equivalent of express ad-
vocacy because, when taken as a whole, it 
can be interpreted by a reasonable person 
only as advocating the election or defeat of 
a candidate for election for Federal office; 
or 
‘‘(ii) which refers to a clearly identi-
fied candidate for election for Federal of-
fice and which promotes or supports a can-
didate for that office, or attacks or opposes 
a candidate for that office, without regard 
to whether the communication expressly 
advocates a vote for or against a candidate 
for that office. 
‘‘(D) Any other disbursement which is 
made for the purpose of influencing the out-
come of an election for a public office. 
‘‘(E) Any transfer of funds to another per-
son which is made with the intent that such 
person will use the funds to make a disburse-
ment described in subparagraphs (A) through 
(D), or with the knowledge that the person will 
use the funds to make such a disbursement. 
VerDate Sep 11 2014 
02:24 Feb 13, 2019
Jkt 089200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6201
E:\BILLS\H936.IH
H936
kjohnson on DSK79L0C42 with BILLS
‘‘(2) EXCEPTIONS.—The term ‘disbursement 
for a political purpose’ does not include any of the 
following: 
‘‘(A) Any disbursement made from a sepa-
rate segregated fund of the corporation under 
section 316 of the Federal Election Campaign 
Act of 1971 (52 U.S.C. 30118). 
‘‘(B) Any transfer of funds to another per-
son which is made in a commercial transaction 
in the ordinary course of any trade or business 
conducted by the corporation or in the form of 
investments made by the corporation. 
‘‘(C) Any transfer of funds to another per-
son which is subject to a written prohibition 
against the use of the funds for a disbursement 
for a political purpose. 
‘‘(d) OTHER DEFINITIONS.—In this section, each of 
the terms ‘candidate’, ‘election’, ‘political committee’, and 
‘political party’ has the meaning given such term under 
section 301 of the Federal Election Campaign Act of 1971 
(52 U.S.C. 30101).’’. 
(b) CONFORMING AMENDMENT TO FEDERAL ELEC-
TION CAMPAIGN ACT OF 1971 TO PROHIBIT DISBURSE-
MENTS BY CORPORATIONS FAILING TO ASSESS PREF-
ERENCES.—Section 316 of the Federal Election Campaign 
VerDate Sep 11 2014 
04:50 Feb 12, 2019
Jkt 089200
PO 00000
Frm 00006
Fmt 6652
Sfmt 6201
E:\BILLS\H936.IH
H936
kjohnson on DSK79L0C42 with BILLS
Act of 1971 (52 U.S.C. 30118) is amended by adding at 
the end the following new subsection: 
‘‘(d) PROHIBITING DISBURSEMENTS BY CORPORA-
TIONS
FAILING
TO
ASSESS
SHAREHOLDER
PREF-
ERENCES.— 
‘‘(1) PROHIBITION.—It shall be unlawful for a 
corporation to make a disbursement for a political 
purpose unless the corporation has in place proce-
dures to assess the preferences of its shareholders 
with respect to making such disbursements, as pro-
vided in section 10E of the Securities Exchange Act 
of 1934. 
‘‘(2) DEFINITION.—In this section, the term 
‘disbursement for a political purpose’ has the mean-
ing given such term in section 10E(c) of the Securi-
ties Exchange Act of 1934.’’. 
(c) EFFECTIVE DATE.—The amendments made by 
this section shall apply with respect to disbursements 
made on or after December 31, 2019. 
Æ 
VerDate Sep 11 2014 
02:24 Feb 13, 2019
Jkt 089200
PO 00000
Frm 00007
Fmt 6652
Sfmt 6301
E:\BILLS\H936.IH
H936
kjohnson on DSK79L0C42 with BILLS