S 824 · 113th Congress 2013–2015, ended

Shareholder Protection Act of 2013

Fact sheet

Latest action · Apr 25, 2013 Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

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.

  1. IntroducedApr 25, 2013
  2. Passed SenateNot reached
  3. Passed HouseNot reached
  4. To the PresidentNot reached
  5. 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 12

Members who signed on, in the order they did. Signatures ran from Apr 25, 2013 to Mar 12, 2014, with 8 there on the day it was introduced.

SeatCosponsorSigned on
D-NJFrank R. LautenbergOriginalApr 25, 2013
D-NHJeanne ShaheenOriginalApr 25, 2013
D-ORJeff MerkleyOriginalApr 25, 2013
D-AKMark BegichOriginalApr 25, 2013
D-VTPatrick J. LeahyOriginalApr 25, 2013
D-CTRichard BlumenthalOriginalApr 25, 2013
D-OHSherrod BrownOriginalApr 25, 2013
D-NMTom UdallOriginalApr 25, 2013
D-CADianne FeinsteinJun 17, 2013
D-MAElizabeth WarrenJun 20, 2013
D-MAEdward J. MarkeyJan 8, 2014
D-NYKirsten E. GillibrandMar 12, 2014

Actions 2

Everything that happened, newest first.

  1. Apr 25, 2013Introduced in Senate
  2. Apr 25, 2013Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Related bills 2

Companion bills and other measures the record links to this one.

BillTitleRelationshipLatest action
HR 1626Focusing the SEC on Its Mission ActRelated billApr 18, 2013
HR 1734Shareholder Protection Act of 2013Identical billApr 25, 2013

Subjects

Assigned by the Library of Congress. Policy area: Finance and Financial Sector.

Text 1

Each version as it was printed, newest first.

  1. Apr 25, 2013Introduced in Senate

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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.