What's happening
This bill requires corporations and similar entities to get shareholder approval for political contributions and disclose related spending annually.
Why it matters
Shifts corporate control over political spending. By requiring majority shareholder (or member) approval before political contributions or independent expenditures can be made, the bill gives owners a direct say in whether and how company money is used for political purposes, potentially limiting executive discretion and aligning political activity with shareholder interests.
Expands transparency to a broad range of entities. The bill’s requirements apply not just to traditional corporations, but also to LLCs, professional corporations, cooperatives, not-for-profits, railroads, and banks. This broad scope means political spending disclosure and approval would impact many types of organizations, not just large public companies.
Creates public visibility and regulatory oversight. By mandating annual public disclosure of political spending (posted on the Secretary of State’s website) and empowering the Attorney General to enforce compliance, the bill increases public and governmental scrutiny of corporate political activity, which could deter controversial or opaque spending.
Covers a wide array of political activity. The definitions include not only direct contributions to candidates and committees, but also “independent expenditures” such as ads and communications meant to influence elections or public policy, even if not coordinated with a campaign. This addresses indirect forms of corporate political influence that have grown since the Citizens United decision.
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Who cares
Headline styles
Require Corporate Political Disclosure
Plain English, a few words. Used as the page title.
Sponsors
Assembly Member · Assembly District 25
8 Co-sponsors
3 Multi-sponsors
History
- Referred to election law
- Print number 5642a
- Amend and recommit to election law
- Referred to election law
Companion bill
The same bill in the other chamber. A bill becomes law when one version passes both houses and the governor signs it, so either number can carry it.
Require Corporate Political Transparency
In Senate Committee · Corporations, Authorities And Commissions · Sponsor Brian Kavanagh
Full text
12 pagesUnderlined is new[Struck] is removedOfficial text on nysenate.gov ↗
STATE OF NEW YORK
5642--A
2019-2020 Regular Sessions
IN ASSEMBLY
February 14, 2019
Introduced by M. of A. ROZIC, ABINANTI, COLTON, GALEF, JAFFEE, LIFTON, LUPARDO, PEOPLES-STOKES, L. ROSENTHAL -- Multi-Sponsored by -- M. of A. GLICK, SIMON, THIELE -- read once and referred to the Committee on Election Law -- committee discharged, bill amended, ordered reprinted as amended and recommitted to said committee
AN ACT to amend the business corporation law, the cooperative corporations law, the not-for-profit corporation law, the railroad law, the transportation corporations law, the banking law and the limited liability company law, in relation to enacting the "corporate political activity accountability to shareholders act"
The People of the State of New York, represented in Senate and Assembly, do enact as follows:
Section 1. Short title. This act shall be known and may be cited as the "corporate political activity accountability to shareholders act".
§ 2. The business corporation law is amended by adding a new section 631 to read as follows: § 631. Political contributions.
(a) Definitions. When used in this section:
(1) The term "contribution" means any gift, subscription, outstanding loan, advance, deposit of money or any thing of value provided to a political committee, party committee, constituted committee or duly constituted subcommittee of a county committee, as those terms are defined in article fourteen of the election law, in support or opposition to a candidate for public or party office, referendum, political party, electioneering communication or any communication made to the general public intended to encourage the public to contact a government official, candidate for public or party office or political party regarding pending legislation, public policy or a government rule or regulation;
(2) The term "independent expenditure" means an expenditure made by a person for an audio or video communication to a general public audience
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD00804-03-9
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via broadcast, cable or satellite or a written communication to a general public audience via advertisements, pamphlets, circulars, flyers, brochures, letterheads or other printed matter and statements or information conveyed to five hundred or more members of a general public audience by computer or other electronic devices which: (i) expressly advocates the election or defeat of a clearly identified candidate or the success or defeat of a ballot proposal and (ii) such candidate, the candidate's political committee or its agents, or a political committee formed to promote the success or defeat of a ballot proposal or its agents, did not authorize, request, suggest, foster or cooperate in any such communication. Independent expenditures do not include: (A) a communication appearing in a written news story, commentary, or editorial or distributed through the facilities of any broadcasting station, cable or satellite unless such publication or facilities are owned or controlled by any political party, political committee or candidate; or (B) a communication that constitutes a candidate debate or forum; or (C) a communication which constitutes an expenditure made by an entity required to report such expenditure with a board of elections.
(b) Notwithstanding any other limits on corporate contributions to, or expenditures on behalf of, candidates for public or party office, political committees, party committees or ballot referendum, before a corporation or any of its subsidiaries may make a contribution or independent expenditure, the corporation shall, at least annually, obtain the prior authorization by vote of a majority of the shares cast on such resolution to make contributions or independent expenditures up to a stated aggregate annual amount for a stated business purpose.
(c) Any corporation, either by itself or its subsidiaries, making a contribution or independent expenditure shall at least annually disclose to its shareholders and file with the secretary of state an accounting of the contributions and independent expenditures used for such purposes, including:
(1) the date of the contribution or independent expenditure;
(2) the amount of the contribution or independent expenditure; and
(3) the identity of the recipient of the contribution, or if an independent expenditure, the identity of the candidate, referendum, political party, pending legislation, public policy or a government rule or regulation supported or opposed.
(d) The secretary of state shall post each corporation's annual disclosure on the website maintained by the secretary of state.
(e) The attorney general may commence an action or special proceeding to enforce the provisions of this section.
§ 3. The business corporation law is amended by adding a new section 1321 to read as follows: § 1321. Political contributions.
(a) Definitions. When used in this section:
(1) The term "contribution" means any gift, subscription, outstanding loan, advance, deposit of money or any thing of value provided to a political committee, party committee, constituted committee or duly constituted subcommittee of a county committee, as those terms are defined in article fourteen of the election law, in support or opposition to a candidate for public or party office, referendum, political party, electioneering communication or any communication made to the general public intended to encourage the public to contact a government official, candidate for public or party office or political party regarding pending legislation, public policy or a government rule or regulation;
A. 5642--A 3
(2) The term "independent expenditure" means an expenditure made by a person for an audio or video communication to a general public audience via broadcast, cable or satellite or a written communication to a general public audience via advertisements, pamphlets, circulars, flyers, brochures, letterheads or other printed matter and statements or information conveyed to five hundred or more members of a general public audience by computer or other electronic devices which: (i) expressly advocates the election or defeat of a clearly identified candidate or the success or defeat of a ballot proposal and (ii) such candidate, the candidate's political committee or its agents, or a political committee formed to promote the success or defeat of a ballot proposal or its agents, did not authorize, request, suggest, foster or cooperate in any such communication. Independent expenditures do not include: (A) a communication appearing in a written news story, commentary, or editorial or distributed through the facilities of any broadcasting station, cable or satellite unless such publication or facilities are owned or controlled by any political party, political committee or candidate; or (B) a communication that constitutes a candidate debate or forum; or (C) a communication which constitutes an expenditure made by an entity required to report such expenditure with a board of elections.
(b) Notwithstanding any other limits on corporate contributions to, or expenditures on behalf of, candidates for public or party office, political committees, party committees or ballot referendum, before a foreign corporation doing business in the state in accordance with section thirteen hundred one of this article may make a contribution or independent expenditure in New York, the foreign corporation shall, at least annually, obtain the prior authorization by vote of a majority of the shares cast on such resolution to make contributions or independent expenditures up to a stated aggregate annual amount for a stated business purpose.
(c) Any foreign corporation, either by itself or its subsidiaries, making a contribution or independent expenditure in New York shall at least annually disclose to its shareholders and file with the secretary of state an accounting of the contributions and independent expenditures used for such purposes, including:
(1) the date of the contribution or independent expenditure;
(2) the amount of the contribution or independent expenditure; and
(3) the identity of the recipient of the contribution, or if an independent expenditure, the identity of the candidate, referendum, political party, pending legislation, public policy or a government rule or regulation supported or opposed.
(d) The secretary of state shall post each foreign corporation's annual disclosure on the website maintained by the secretary of state.
(e) The attorney general may commence an action or special proceeding to enforce the provisions of this section.
§ 4. The business corporation law is amended by adding a new section 1517 to read as follows: § 1517. Political contributions.
(a) Definitions. When used in this section:
(1) The term "contribution" means any gift, subscription, outstanding loan, advance, deposit of money or any thing of value provided to a political committee, party committee, constituted committee or duly constituted subcommittee of a county committee, as those terms are defined in article fourteen of the election law, in support or opposition to a candidate for public or party office, referendum, political party, electioneering communication or any communication made to the
A. 5642--A 4
general public intended to encourage the public to contact a government official, candidate for public or party office or political party regarding pending legislation, public policy or a government rule or regulation;
(2) The term "independent expenditure" means an expenditure made by a person for an audio or video communication to a general public audience via broadcast, cable or satellite or a written communication to a general public audience via advertisements, pamphlets, circulars, flyers, brochures, letterheads or other printed matter and statements or information conveyed to five hundred or more members of a general public audience by computer or other electronic devices which: (i) expressly advocates the election or defeat of a clearly identified candidate or the success or defeat of a ballot proposal and (ii) such candidate, the candidate's political committee or its agents, or a political committee formed to promote the success or defeat of a ballot proposal or its agents, did not authorize, request, suggest, foster or cooperate in any such communication. Independent expenditures do not include: (A) a communication appearing in a written news story, commentary, or editorial or distributed through the facilities of any broadcasting station, cable or satellite unless such publication or facilities are owned or controlled by any political party, political committee or candidate; or (B) a communication that constitutes a candidate debate or forum; or (C) a communication which constitutes an expenditure made by an entity required to report such expenditure with a board of elections.
(b) Notwithstanding any other limits on professional service corporation contributions to, or expenditures on behalf of, candidates for public or party office, political committees, party committees or ballot referendum, before a professional service corporation may make a contribution or independent expenditure, the professional service corporation shall, at least annually, obtain the prior authorization by vote of a majority of the shares cast on such resolution to make contributions or independent expenditures up to a stated aggregate annual amount for a stated business purpose.
(c) Any professional service corporation, either by itself or its subsidiaries, making a contribution or independent expenditure shall at least annually disclose to its shareholders and file with the secretary of state an accounting of the contributions and independent expenditures used for such purposes, including:
(1) the date of the contribution or independent expenditure;
(2) the amount of the contribution or independent expenditure; and
(3) the identity of the recipient of the contribution, or if an independent expenditure, the identity of the candidate, referendum, political party, pending legislation, public policy or a government rule or regulation supported or opposed.
(d) The secretary of state shall post each professional service corporation's annual disclosure on the website maintained by the secretary of state.
(e) The attorney general may commence an action or special proceeding to enforce the provisions of this section.
§ 5. The business corporation law is amended by adding a new section 1534 to read as follows: § 1534. Political contributions.
(a) Definitions. When used in this section:
(1) The term "contribution" means any gift, subscription, outstanding loan, advance, deposit of money or any thing of value provided to a political committee, party committee, constituted committee or duly
A. 5642--A 5
constituted subcommittee of a county committee, as those terms are defined in article fourteen of the election law, in support or opposition to a candidate for public or party office, referendum, political party, electioneering communication or any communication made to the general public intended to encourage the public to contact a government official, candidate for public or party office or political party regarding pending legislation, public policy or a government rule or regulation;
Reflowed for reading: line numbers and page breaks removed. Cite the official text.
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