I
119THCONGRESS
1
STSESSION H. R. 2190
To amend the Securities Exchange Act of 1934 to require reporting of
certain expenditures for political activities, and for other purposes.
IN THE HOUSE OF REPRESENTATIVES
MARCH18, 2025
Mr. F
OSTER(for himself, Ms. VELA´ZQUEZ, Mrs. BEATTY, Ms. SCHAKOWSKY,
Mr. C
ASTEN, Mr. GARCI´Aof Illinois, and Mr. HIMES) introduced the fol-
lowing bill; which was referred to the Committee on Financial Services
A BILL
To amend the Securities Exchange Act of 1934 to require
reporting of certain expenditures for political activities,
and for other purposes.
Be it enacted by the Senate and House of Representa-1
tives of the United States of America in Congress assembled, 2
SECTION 1. SHORT TITLE. 3
This Act may be cited as the ‘‘Shareholder Political 4
Transparency Act of 2025’’. 5
SEC. 2. FINDINGS. 6
Congress finds that— 7
(1) corporations make significant political con-8
tributions and expenditures that directly or indi-9
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rectly influence the election of candidates and sup-1
port or oppose political causes; 2
(2) decisions to use corporate funds for political 3
contributions and expenditures are usually made by 4
corporate boards and executives, rather than share-5
holders; 6
(3) corporations, acting through boards and ex-7
ecutives, are obligated to conduct business for the 8
best interests of their owners, the shareholders; 9
(4) historically, shareholders have not had a 10
way to know, or to influence, the political activities 11
of corporations they own; 12
(5) shareholders and the public have a right to 13
know how corporate managers are spending com-14
pany funds to make political contributions and ex-15
penditures benefitting candidates, political parties, 16
and political causes; and 17
(6) corporations should be accountable to share-18
holders in making political contributions or expendi-19
tures affecting Federal governance and public policy. 20
SEC. 3. REPORTING REQUIREMENTS. 21
Section 13 of the Securities Exchange Act of 1934 22
(15 U.S.C. 78m) is amended by adding at the end the 23
following: 24
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‘‘(t) REPORTINGREQUIREMENTSRELATING TOCER-1
TAINPOLITICALEXPENDITURES.— 2
‘‘(1) D
EFINITIONS.—In this subsection: 3
‘‘(A) E
XPENDITURE FOR POLITICAL AC -4
TIVITIES.—The term ‘expenditure for political 5
activities’— 6
‘‘(i) means— 7
‘‘(I) an independent expenditure 8
(as defined in section 301(17) of the 9
Federal Election Campaign Act of 10
1971 (52 U.S.C. 30101(17))); 11
‘‘(II) an electioneering commu-12
nication (as defined in section 13
304(f)(3) of that Act (52 U.S.C. 14
30104(f)(3))) and any other public 15
communication (as defined in section 16
301(22) of that Act (52 U.S.C. 17
30101(22))) that would be an elec-18
tioneering communication if it were a 19
broadcast, cable, or satellite commu-20
nication; or 21
‘‘(III) dues or other payments to 22
trade associations or organizations de-23
scribed in section 501(c) of the Inter-24
nal Revenue Code of 1986 and exempt 25
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from tax under section 501(a) of that 1
Code that are, or could reasonably be 2
anticipated to be, used or transferred 3
to another association or organization 4
for the purposes described in sub-5
clause (I) or (II); and 6
‘‘(ii) does not include— 7
‘‘(I) direct lobbying efforts 8
through registered lobbyists employed 9
or hired by the issuer; 10
‘‘(II) communications by an 11
issuer to its shareholders and execu-12
tive or administrative personnel and 13
their families; or 14
‘‘(III) the establishment and ad-15
ministration of contributions to a sep-16
arate segregated fund to be utilized 17
for political purposes by a corpora-18
tion. 19
‘‘(B) I
SSUER.—The term ‘issuer’ does not 20
include an investment company registered 21
under section 8 of the Investment Company Act 22
of 1940 (15 U.S.C. 80a–8). 23
‘‘(2) Q
UARTERLY REPORTS .— 24
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‘‘(A) REPORTS REQUIRED.—Not later than 1
180 days after the date of enactment of this 2
subsection, the Commission shall amend the re-3
porting rules under this section to require each 4
issuer with a class of equity securities reg-5
istered under section 12 of this title to submit 6
to the Commission and the shareholders of the 7
issuer a quarterly report containing— 8
‘‘(i) a description of any expenditure 9
for political activities made during the pre-10
ceding quarter; 11
‘‘(ii) the date of each expenditure for 12
political activities; 13
‘‘(iii) the amount of each expenditure 14
for political activities; 15
‘‘(iv) if the expenditure for political 16
activities was made in support of or in op-17
position to a candidate, the name of the 18
candidate and the office sought by, and the 19
political party affiliation of, the candidate; 20
and 21
‘‘(v) the name or identity of trade as-22
sociations or organizations described in 23
section 501(c) of the Internal Revenue 24
Code of 1986 and exempt from tax under 25
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section 501(a) of such Code which receive 1
dues or other payments as described in 2
paragraph (1)(A)(i)(III). 3
‘‘(B) P
UBLIC AVAILABILITY.—The Com-4
mission shall ensure that the quarterly reports 5
required under this paragraph are publicly 6
available through the Internet website of the 7
Commission and through the EDGAR system in 8
a manner that is searchable, sortable, and 9
downloadable, consistent with the requirements 10
under section 24. 11
‘‘(3) A
NNUAL REPORTS.—Not later than 180 12
days after the date of enactment of this subsection, 13
the Commission shall, by rule, require each issuer to 14
include in the annual report of the issuer to share-15
holders— 16
‘‘(A) a summary of each expenditure for 17
political activities made during the preceding 18
year in excess of $10,000, and each expenditure 19
for political activities for a particular election if 20
the total amount of such expenditures for that 21
election is in excess of $10,000; 22
‘‘(B) a description of the specific nature of 23
any expenditure for political activities the issuer 24
intends to make for the forthcoming fiscal year, 25
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to the extent the specific nature is known to the 1
issuer; and 2
‘‘(C) the total amount of expenditures for 3
political activities intended to be made by the 4
issuer for the forthcoming fiscal year. 5
‘‘(4) R
EPORTS TO CONGRESS.— 6
‘‘(A) A
SSESSMENT AND REPORT .—The 7
Commission shall— 8
‘‘(i) conduct an annual assessment of 9
the compliance of issuers with this sub-10
section; and 11
‘‘(ii) submit to Congress an annual re-12
port containing the results of such assess-13
ment. 14
‘‘(B) G
OVERNMENT ACCOUNTABILITY OF -15
FICE.—The Comptroller General of the United 16
States shall periodically evaluate and report to 17
Congress on the effectiveness of the oversight 18
by the Commission of the reporting and disclo-19
sure requirements under this subsection.’’. 20
Æ
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