Shareholder Protection Act of 2013
Latest action · Apr 25, 2013 Referred to the House Committee on Financial Services.
Progress
Where this bill reached, and when. A stage with no date was not reached; one that failed a vote and later carried shows the date it carried.
- IntroducedApr 25, 2013
- Passed HouseNot reached
- Passed SenateNot reached
- To the PresidentNot reached
- Became lawNot reached
Summary
Shareholder Protection Act of 2013 - 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.
Cosponsors 37
Members who signed on, in the order they did. Signatures ran from Apr 25, 2013 to Nov 20, 2014; 24 are original cosponsors, there from the day it was introduced.
| Seat | Cosponsor | Signed on | |
|---|---|---|---|
| D-CA | Anna G. Eshoo | Original | Apr 25, 2013 |
| D-NH | Carol Shea-Porter | Original | Apr 25, 2013 |
| D-NY | Carolyn B. Maloney | Original | Apr 25, 2013 |
| D-ME | Chellie Pingree | Original | Apr 25, 2013 |
| D-RI | David N. Cicilline | Original | Apr 25, 2013 |
| D-MD | Donna F. Edwards | Original | Apr 25, 2013 |
| D-MA | Edward J. Markey | Original | Apr 25, 2013 |
| D-DC | Eleanor Holmes Norton | Original | Apr 25, 2013 |
| D-MD | Elijah E. Cummings | Original | Apr 25, 2013 |
| D-VA | Gerald E. Connolly | Original | Apr 25, 2013 |
| D-WI | Gwen Moore | Original | Apr 25, 2013 |
| D-MA | James P. McGovern | Original | Apr 25, 2013 |
| D-VA | James P. Moran | Original | Apr 25, 2013 |
| D-CT | John B. Larson | Original | Apr 25, 2013 |
| D-MI | John Conyers, Jr. | Original | Apr 25, 2013 |
| D-MN | Keith Ellison | Original | Apr 25, 2013 |
| D-NY | Louise McIntosh Slaughter | Original | Apr 25, 2013 |
| D-ME | Michael H. Michaud | Original | Apr 25, 2013 |
| D-OR | Peter A. DeFazio | Original | Apr 25, 2013 |
| D-AZ | Raúl M. Grijalva | Original | Apr 25, 2013 |
| D-CT | Rosa L. DeLauro | Original | Apr 25, 2013 |
| D-CA | Sam Farr | Original | Apr 25, 2013 |
| D-MA | Stephen F. Lynch | Original | Apr 25, 2013 |
| D-CA | Susan A. Davis | Original | Apr 25, 2013 |
| D-FL | Alcee L. Hastings | Apr 26, 2013 | |
| D-GA | John Lewis | Apr 26, 2013 | |
| D-NY | Grace Meng | May 20, 2013 | |
| D-GA | Henry C. "Hank" Johnson, Jr. | May 20, 2013 | |
| D-FL | Patrick Murphy | May 20, 2013 | |
| D-CA | Mark Takano | May 23, 2013 | |
| D-TN | Steve Cohen | Jul 17, 2013 | |
| D-PA | Matt Cartwright | Jul 24, 2013 | |
| D-MA | Niki Tsongas | Sep 9, 2013 | |
| D-VT | Peter Welch | Sep 9, 2013 | |
| D-NJ | Rush Holt | Oct 8, 2013 | |
| D-WA | Rick Larsen | Apr 9, 2014 | |
| D-IL | Bobby L. Rush | Nov 20, 2014 |
Committees 1
Where it was sent and what each committee and subcommittee did with it, in order.
| Chamber | Committee | What it did |
|---|---|---|
| House | Financial Services Committee | Referred Apr 25, 2013 |
Actions 2
Everything that happened, newest first.
- Apr 25, 2013Introduced in House
- Apr 25, 2013Referred to the House Committee on Financial Services.
Research
What has been written about this bill: committee reports, cost estimates, the sponsor’s authority statement, printed hearings and the Congressional Research Service’s work.
Constitutional authority
The sponsor’s statement, as printed in the page H2352.
Related bills 2
Companion bills and other measures the record links to this one.
| Bill | Title | Relationship | Latest action |
|---|---|---|---|
| S 824 | Shareholder Protection Act of 2013 | Identical bill | Apr 25, 2013 |
| HR 1626 | Focusing the SEC on Its Mission Act | Related bill | Apr 18, 2013 |
Titles 2
Every title it has carried, official and short, at each stage.
- Official Title as Introduced
- 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.
- Short Titles as Introduced
- Shareholder Protection Act of 2013
Subjects
Assigned by the Library of Congress. Policy area: Finance and Financial Sector.
- Administrative law and regulatory procedures
- Civil actions and liability
- Congressional oversight
- Corporate finance and management
- Elections, voting, political campaign regulation
- Finance and Financial Sector
- Financial services and investments
- Government information and archives
- Government studies and investigations
- Securities
- Securities and Exchange Commission (SEC)
Text 1
Each version as it was printed, newest first.
- Apr 25, 2013Introduced in House
Everything here is as published by Congress: the summary is the Congressional Research Service's, the action wording is the clerks', and the subjects are the Library of Congress's. How far it got is read from the actions themselves, taking the most recent one of each kind, so a bill that failed a vote and later passed is shown as having passed. Records come from this bill on Congress.gov and govinfo.gov; cost estimates are the Congressional Budget Office's, and the hearings are the printed hearings GovInfo publishes, which can appear months after the hearing.