Title: Sunlight in Workplace Harassment Act
Policy area: Finance and Financial Sector

Summary:
Sunlight in Workplace Harassment Act
This bill amends the Securities and Exchange Act of 1934 to require disclosure of settlements and complaints related to sexual abuse, sexual harassment, and other types of discrimination. Specifically, certain issuers of securities must annually disclose this information to shareholders and the public. Issuers must also describe the measures taken to prevent employees from committing further abuse, harassment, or discrimination.

[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 2454 Introduced in Senate (IS)]

<DOC>






115th CONGRESS
  2d Session
                                S. 2454

 To amend the Securities Exchange Act of 1934 to require disclosure of 
payments for settlements of disputes regarding sexual abuse and certain 
    types of harassment and discrimination, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                           February 27, 2018

 Ms. Warren (for herself, Mr. Markey, Mr. Merkley, Mrs. Feinstein, Mr. 
 Durbin, Mr. Blumenthal, and Mrs. Gillibrand) introduced the following 
 bill; which was read twice and referred to the Committee on Banking, 
                       Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
 To amend the Securities Exchange Act of 1934 to require disclosure of 
payments for settlements of disputes regarding sexual abuse and certain 
    types of harassment and discrimination, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Sunlight in Workplace Harassment 
Act''.

SEC. 2. DISCLOSURE OF PAYMENTS FOR SETTLEMENTS OF DISPUTES REGARDING 
              SEXUAL ABUSE AND CERTAIN TYPES OF HARASSMENT AND 
              DISCRIMINATION.

    Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) 
is amended by adding at the end the following:
    ``(s) Disclosure of Certain Activities Regarding Settlements of 
Disputes Relating to Sexual Abuse and Certain Types of Harassment or 
Discrimination.--
            ``(1) Definitions.--In this subsection--
                    ``(A) the term `covered discrimination' means--
                            ``(i) discrimination described in any of 
                        clauses (i) through (vi) of subparagraph (B); 
                        or
                            ``(ii)(I) a violation of section 704(a) of 
                        the Civil Rights Act of 1964 (42 U.S.C. 2000e-
                        3(a)) that is related to discrimination 
                        described in subparagraph (B)(i) or (B)(vi)(I);
                            ``(II) a violation of section 4(d) of the 
                        Age Discrimination in Employment Act of 1967 
                        (29 U.S.C. 623(d)) that is related to 
                        discrimination described in subparagraph 
                        (B)(ii);
                            ``(III) a violation of subsection (a) or 
                        (b) of section 503 of the Americans with 
                        Disabilities Act of 1990 (42 U.S.C. 12203) that 
                        is related to discrimination described in 
                        subparagraph (B)(iii);
                            ``(IV) a violation of section 207(f) of the 
                        Genetic Information Nondiscrimination Act of 
                        2008 (42 U.S.C. 2000ff-6(f)) that is related to 
                        discrimination described in subparagraph 
                        (B)(iv);
                            ``(V) a violation of section 4311(b) of 
                        title 38, United States Code, that is related 
                        to discrimination described in subparagraph 
                        (B)(v); and
                            ``(VI) a violation of section 
                        40002(b)(13)(A) of the Violence Against Women 
                        Act of 1994 (34 U.S.C. 12291(b)(13)(A)) that--
                                    ``(aa) may cover retaliation 
                                described in a provision specified in 
                                any of subclauses (I) through (V); and
                                    ``(bb) is related to discrimination 
                                described in subparagraph (B)(vi)(II);
                    ``(B) the term `covered harassment' means 
                harassment that is--
                            ``(i) discrimination because of race, 
                        color, religion, sex, or national origin under 
                        title VII of the Civil Rights Act of 1964 (42 
                        U.S.C. 2000e et seq.);
                            ``(ii) discrimination because of age under 
                        the Age Discrimination in Employment Act of 
                        1967 (29 U.S.C. 621 et seq.);
                            ``(iii) discrimination on the basis of 
                        disability under--
                                    ``(I) title I of the Americans with 
                                Disabilities Act of 1990 (42 U.S.C. 
                                12111 et seq.); or
                                    ``(II) section 501 of the 
                                Rehabilitation Act of 1973 (29 U.S.C. 
                                791);
                            ``(iv) discrimination because of genetic 
                        information under title II of the Genetic 
                        Information Nondiscrimination Act of 2008 (42 
                        U.S.C. 2000ff et seq.);
                            ``(v) discrimination on the basis of status 
                        concerning service in a uniformed service under 
                        section 4311(a) of title 38, United States 
                        Code; or
                            ``(vi) discrimination because of sexual 
                        orientation or gender identity under--
                                    ``(I) title VII of the Civil Rights 
                                Act of 1964 (42 U.S.C. 2000e et seq.); 
                                or
                                    ``(II) section 40002(b)(13)(A) of 
                                the Violence Against Women Act of 1994 
                                (34 U.S.C. 12291(b)(13)(A));
                    ``(C) the term `covered issuer' means an issuer 
                that is required to file Form 10-K;
                    ``(D) the term `Form 10-K' means the form described 
                in section 249.310 of title 17, Code of Federal 
                Regulations, as in effect on the date of enactment of 
                this subsection;
                    ``(E) the term `gender identity' means the gender-
                related identity, appearance, mannerisms, or other 
                gender-related characteristics of an individual, 
                regardless of the designated sex of the individual at 
                birth;
                    ``(F) the term `settlement' means any commitment or 
                agreement--
                            ``(i) without regard to whether the 
                        commitment or agreement, as applicable, is in 
                        writing; and
                            ``(ii) under which an issuer directly or 
                        indirectly--
                                    ``(I) provides to an individual 
                                compensation or other consideration 
                                because of an allegation that the 
                                individual has been a victim of covered 
                                harassment, covered discrimination, or 
                                sexual abuse; or
                                    ``(II) establishes conditions that 
                                affect the terms of the employment, 
                                including by terminating the 
                                employment, of the individual with the 
                                issuer--
                                            ``(aa) because of the 
                                        experience of the individual 
                                        with, or the participation of 
                                        the individual in, an alleged 
                                        act of covered harassment, 
                                        covered discrimination, or 
                                        sexual abuse; and
                                            ``(bb) in exchange for 
                                        which the individual agrees or 
                                        commits not to--

                                                    ``(AA) bring legal, 
                                                administrative, or any 
                                                other type of action 
                                                against the issuer; or

                                                    ``(BB) publicly 
                                                disclose, for a period 
                                                of time of any length, 
                                                any portion of the 
                                                alleged act described 
                                                in item (aa) on which 
                                                the commitment or 
                                                agreement, as 
                                                applicable, is based;

                    ``(G) the term `sexual abuse' means any type of 
                sexual contact or behavior that occurs without the 
                explicit consent of the recipient, including forced 
                sexual intercourse, forcible sodomy, child molestation, 
                incest, fondling, and attempted rape; and
                    ``(H) the term `sexual orientation' means 
                homosexuality, heterosexuality, or bisexuality.
            ``(2) Disclosure requirements.--
                    ``(A) In general.--Beginning in the first fiscal 
                year that begins after the date of enactment of this 
                subsection, each covered issuer shall disclose annually 
                on Form 10-K, to shareholders of the covered issuer, 
                and to the public--
                            ``(i) with respect to the previous year--
                                    ``(I) the total number of 
                                settlements entered into by the covered 
                                issuer, a subsidiary, contractor, or 
                                subcontractor of the covered issuer, or 
                                a corporate executive of the covered 
                                issuer that relate to any alleged act 
                                of sexual abuse, covered harassment, or 
                                covered discrimination that--
                                            ``(aa) occurred in the 
                                        workplace of the covered issuer 
                                        or a subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer; or
                                            ``(bb) involves the 
                                        behavior of an employee of the 
                                        covered issuer, or a 
                                        subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer, toward another such 
                                        employee, without regard to 
                                        whether that behavior occurred 
                                        in the workplace of the covered 
                                        issuer or the subsidiary, 
                                        contractor, or subcontractor, 
                                        as applicable;
                                    ``(II) the total dollar amount paid 
                                with respect to the settlements 
                                described in subclause (I);
                                    ``(III) the total number of 
                                settlements entered into by the covered 
                                issuer, a subsidiary, contractor, or 
                                subcontractor of the covered issuer, or 
                                a corporate executive of the covered 
                                issuer that relate to any alleged act 
                                of sexual abuse, covered harassment, or 
                                covered discrimination that--
                                            ``(aa) was committed by a 
                                        corporate executive of--

                                                    ``(AA) the covered 
                                                issuer; or

                                                    ``(BB) a 
                                                subsidiary, contractor, 
                                                or subcontractor of the 
                                                covered issuer; and

                                            ``(bb)(AA) occurred in the 
                                        workplace of the covered issuer 
                                        or a subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer, as applicable; or
                                            ``(BB) involved the 
                                        behavior of a corporate 
                                        executive described in item 
                                        (aa) toward another employee of 
                                        the covered issuer or a 
                                        subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer, as applicable, without 
                                        regard to whether that behavior 
                                        occurred in the workplace of 
                                        the covered issuer or a 
                                        subsidiary, contractor, or 
                                        subcontractor of the covered 
                                        issuer;
                                    ``(IV) the total dollar amount with 
                                respect to the settlements described in 
                                subclause (III); and
                                    ``(V) the average length of time 
                                required for the covered issuer to 
                                resolve a complaint relating to covered 
                                discrimination, covered harassment, or 
                                sexual abuse; and
                            ``(ii) as of the date on which the 
                        disclosure is made, the total number of 
                        complaints relating to covered discrimination, 
                        covered harassment, and sexual abuse that the 
                        covered issuer is working to resolve through--
                                    ``(I) processes that are internal 
                                to the covered issuer; and
                                    ``(II) litigation.
                    ``(B) Categories.--Subject to subparagraph (C), in 
                each disclosure required under subparagraph (A), a 
                covered issuer shall report the total number of 
                settlements in subclauses (I) and (III) of subparagraph 
                (A)(i) and the total dollar amounts in subclauses (II) 
                and (IV) of subparagraph (A)(i) in the aggregate and 
                list each such settlement by any of the following 
                categories that apply to the settlement:
                            ``(i) Settlements relating to sexual abuse, 
                        covered discrimination, or covered harassment 
                        because of sex.
                            ``(ii) Settlements relating to covered 
                        discrimination or covered harassment because of 
                        race, color, or national origin.
                            ``(iii) Settlements relating to covered 
                        discrimination or covered harassment because of 
                        religion.
                            ``(iv) Settlements relating to covered 
                        discrimination or covered harassment because of 
                        age.
                            ``(v) Settlements relating to covered 
                        discrimination or covered harassment on the 
                        basis of disability.
                            ``(vi) Settlements relating to covered 
                        discrimination or covered harassment because of 
                        genetic information.
                            ``(vii) Settlements relating to covered 
                        discrimination or covered harassment on the 
                        basis of status concerning service in a 
                        uniformed service.
                            ``(viii) Settlements relating to covered 
                        discrimination or covered harassment because of 
                        sexual orientation or gender identity.
                    ``(C) Prohibitions on certain disclosures.--
                            ``(i) Prohibition on disclosures by covered 
                        issuers.--
                                    ``(I) In general.--A covered issuer 
                                may not--
                                            ``(aa) in any disclosure 
                                        made under subparagraph (A), or 
                                        in any other public disclosure, 
                                        disclose the name of a victim 
                                        of an alleged act of sexual 
                                        abuse, covered harassment, or 
                                        covered discrimination on which 
                                        a settlement or complaint, as 
                                        applicable, described in 
                                        subparagraph (A) is based; or
                                            ``(bb) under subparagraph 
                                        (B), categorize a settlement 
                                        described in subclause (I) or 
                                        (III) of subparagraph (A)(i) if 
                                        the victim of the alleged act 
                                        of sexual abuse, covered 
                                        harassment, or covered 
                                        discrimination on which the 
                                        settlement is based objects to 
                                        that categorization.
                                    ``(II) Indication of objection.--A 
                                covered issuer shall indicate in any 
                                disclosure made under subparagraph (A) 
                                whether any objection has been made 
                                under subclause (I)(bb) of this clause.
                            ``(ii) Prohibition on disclosures by the 
                        commission.--The Commission may not disclose 
                        the name of a victim of an alleged act of 
                        sexual abuse, covered harassment, or covered 
                        discrimination on which a settlement or 
                        complaint, as applicable, described in 
                        subparagraph (A) is based.
                    ``(D) Prevention of sexual abuse, covered 
                harassment, and covered discrimination.--In each 
                disclosure required under subparagraph (A), the covered 
                issuer making the disclosure shall include a 
                description of the measures taken by the covered issuer 
                and any subsidiary, contractor, or subcontractor of the 
                covered issuer to prevent employees of the covered 
                issuer and any subsidiary, contractor, or subcontractor 
                of the covered issuer from committing or engaging in 
                sexual abuse, covered harassment, or covered 
                discrimination.
            ``(3) Regulations.--The Commission may promulgate such 
        regulations as the Commission considers necessary to implement 
        the requirements under paragraph (2).''.
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