A bill to amend the Securities Exchange Act of 1934 to require shareholder authorization before a public company may make certain political expenditures, and for other purposes.

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Shareholder Protection Act of 
2011''.

SEC. 2. FINDINGS.

    Congress finds the following:
            (1) Corporations make significant political contributions 
        and expenditures that directly or indirectly influence the 
        election of candidates and support or oppose political causes. 
        Decisions to use corporate funds for political contributions 
        and expenditures are usually made by corporate boards and 
        executives, rather than shareholders.
            (2) Corporations, acting through their boards and 
        executives, are obligated to conduct business for the best 
        interests of their owners, the shareholders.
            (3) Historically, shareholders have not had a way to know, 
        or to influence, the political activities of corporations they 
        own. Shareholders and the public have a right to know how 
        corporations are spending their funds to make political 
        contributions and expenditures benefitting candidates, 
        political parties, and political causes.
            (4) Corporations should be accountable to their 
        shareholders in making political contributions or expenditures 
        affecting Federal governance and public policy. Requiring the 
        express approval of a corporation's shareholders prior to 
        making political contributions or expenditures will establish 
        necessary accountability.

SEC. 3. SHAREHOLDER APPROVAL OF CORPORATE POLITICAL ACTIVITY.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended by inserting after section 14B (15 U.S.C. 78n-2) the following:

``SEC. 14C. SHAREHOLDER APPROVAL OF CERTAIN POLITICAL EXPENDITURES AND 
              DISCLOSURE OF VOTES OF INSTITUTIONAL INVESTORS.

    ``(a) Definitions.--In this section--
            ``(1) the term `expenditure for political activities'--
                    ``(A) means--
                            ``(i) an independent expenditure, as such 
                        term is defined in section 301(17) of the 
                        Federal Election Campaign Act of 1971 (2 U.S.C. 
                        431(17));
                            ``(ii) an electioneering communication, as 
                        such term is defined in section 304(f)(3) of 
                        such Act (2 U.S.C. 434(f)(3)) and any other 
                        public communication (as such term is defined 
                        in section 301(22) of such Act (2 U.S.C. 
                        431(22))) that would be an electioneering 
                        communication if it were a broadcast, cable, or 
                        satellite communication; or
                            ``(iii) dues or other payments to trade 
                        associations 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 that are, or could reasonably be 
                        anticipated to be, used or transferred to 
                        another association or organization for the 
                        purposes described in clauses (i) or (ii); and
                    ``(B) 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 
                        administration of contributions to a separate 
                        segregated fund to be utilized for political 
                        purposes by a corporation; and
            ``(2) 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).
    ``(b) Shareholder Authorization for Political Expenditures.--Each 
solicitation of proxy, consent, or authorization by an issuer with a 
class of equity securities registered under section 12 of this title 
shall--
            ``(1) contain--
                    ``(A) a description of the specific nature of any 
                expenditure for political activities proposed to be 
                made by the issuer for the forthcoming fiscal year that 
                has not been authorized by a vote of the shareholders 
                of the issuer, to the extent the specific nature is 
                known to the issuer; and
                    ``(B) the total amount of expenditures for 
                political activities proposed to be made by the issuer 
                for the forthcoming fiscal year; and
            ``(2) provide for a separate vote of the shareholders of 
        the issuer to authorize such expenditures for political 
        activities in the total amount described in paragraph (1).
    ``(c) Vote Required To Make Expenditures.--No issuer shall make an 
expenditure for political activities in any fiscal year unless such 
expenditure--
            ``(1) is of the nature of those proposed by the issuer in 
        subsection (b)(1); and
            ``(2) has been authorized by a vote of the majority of the 
        outstanding shares of the issuer in accordance with subsection 
        (b)(2).
    ``(d) Fiduciary Duty; Liability.--
            ``(1) Fiduciary duty.--A violation of subsection (c) shall 
        be considered a breach of a fiduciary duty of the officers and 
        directors who authorized the expenditure for political 
        activities.
            ``(2) Liability.--An officer or director of an issuer who 
        authorizes an expenditure for political activities in violation 
        of subsection (c) shall be jointly and severally liable in any 
        action brought in a court of competent jurisdiction to any 
        person or class of persons who held shares at the time the 
        expenditure for political activities was made for an amount 
        equal to 3 times the amount of the expenditure for political 
        activities.
    ``(e) Disclosure of Votes.--
            ``(1) Disclosure required.--Each institutional investment 
        manager subject to section 13(f) shall disclose not less 
        frequently than annually how it voted on any shareholder vote 
        under subsection (a), unless the 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 Commission shall issue rules to 
        carry out this subsection that require that a disclosure 
        required under paragraph (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 practicable.
    ``(f) Safe Harbor for Certain Divestment Decisions.--
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 employee, officer, or director thereof, based solely upon a 
decision 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.''.

SEC. 4. REQUIRED BOARD VOTE ON CORPORATE EXPENDITURES 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 EXPENDITURES FOR POLITICAL 
              ACTIVITIES.

    ``(a) Definitions.--In this section, the terms `expenditure for 
political activities' and `issuer' have the same meaning as in section 
14C.
    ``(b) Listing on Exchanges.--Not later than 180 days after the date 
of enactment of this section, the Commission shall, by rule, direct the 
national securities exchanges 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 Bylaws.--
            ``(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 the issuer 
                for a particular election (as such term is defined in 
                section 301(1) of the Federal Election Campaign Act of 
                1971 (2 U.S.C. 431(1))) in excess of $50,000.
            ``(2) Public availability.--An issuer shall make the votes 
        of each member of the board of directors for a vote required 
        under paragraph (1) publicly available not later than 48 hours 
        after the vote, including in a clear and conspicuous location 
        on the Web site of the issuer.
    ``(d) No Effect on Determination of Coordination With Candidates or 
Campaigns.--For purposes of the Federal Election Campaign Act of 1971, 
an expenditure for political activities by an issuer shall not be 
treated as made in concert or cooperation with, or at the request or 
suggestion of, any candidate or committee solely because a member of 
the board of directors of the issuer voted on the expenditure as 
required 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:
    ``(r) Reporting Requirements Relating to Certain Political 
Expenditures.--
            ``(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 reporting 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 Commission and the shareholders of the 
                issuer a quarterly report containing--
                            ``(i) a description of any expenditure for 
                        political activities made during the preceding 
                        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 expenditure 
                        for political activity, as required under 
                        section 16A(c);
                            ``(v) if the expenditure for political 
                        activities was made in support of or opposed 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 
                        associations 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 Commission shall 
                ensure that, to the greatest extent practicable, the 
                quarterly reports required under this paragraph are 
                publicly available through the Web site 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 shareholders a summary of each expenditure for 
        political activities made during the preceding year in excess 
        of $10,000, and each expenditure for political activities 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 compliance of 
        issuers and officers and members of the boards of directors of 
        issuers with sections 14C, 16A, and 13(r) of the Securities 
        Exchange Act, as added by this Act; and
            (2) submit to Congress an annual report of containing 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 reporting and disclosure requirements under sections 
14C, 16A, and 13(r) 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 amendment to any person or 
circumstance is held to be unconstitutional, 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 affected 
thereby.

Summary: Shareholder Protection Act of 2011 - Amends the Securities Exchange Act of 1934 to require that any solicitation of a proxy, consent, or authorization with respect to any security of an issuer: (1) describe the specific nature (to the extent known) and total amount of expenditures proposed for political activities for the forthcoming fiscal year but not yet authorized by a vote of the issuer's shareholders, and (2) provide for a separate shareholder vote to authorize such proposed expenditures.

Prohibits an issuer from making an expenditure for political activities in any fiscal year unless: (1) such expenditure is of the nature of those proposed by the issuer according to the requirements of this Act; and (2) authorization for such expenditure has been granted by votes representing a majority of outstanding shares.

Deems a violation of this requirement to be a breach of the fiduciary duty of the officers and directors who authorized such expenditure. Subjects officers and directors who authorize the expenditure without prior shareholder authorization to joint and several liability to any shareholder or class of shareholders for the amount of such expenditure.

Requires certain institutional investment managers to disclose annually in mandatory reports how they voted (proxies) in certain shareholder votes.

Prohibits any person from bringing any civil, criminal, or administrative action against an institutional investment manager, or any of its employees, officers, or directors, based solely upon the investment manager's decision to divest from, or not to invest in, securities of an issuer because of expenditures for political activities made by that issuer.

Requires the Securities and Exchange Commission (SEC) to direct the national securities exchanges and national securities associations to prohibit the listing of any equity security of an issuer whose corporate bylaws do not expressly provide for a vote of the issuer's directors on any individual expenditure for political activities in excess of $50,000. Requires an issuer to make public, within 48 hours, the individual votes of the directors regarding any such expenditure.

Directs the SEC to: (1) require issuers to disclose expenditures for political activities made during the preceding quarter and the individual votes by board members authorizing such expenditures; and (2) make such reports publicly available through the SEC website.

Requires the SEC to make annual assessments of the compliance by public corporations and their management with the reporting and disclosure requirements of this Act, and the Comptroller General (GAO) to evaluate periodically the effectiveness of SEC oversight of these requirements.