To amend the Securities and Exchange Act of 1934 to require improved disclosure of corporate charitable contributions, and for other purposes.

February 13, 2002

Mr. GILLMOR (for himself, Mr. TIBERI, Mr. SHADEGG, Mr. COX, and Mr. ROYCE) introduced the following bill; which was referred to the Committee on Financial Services

To amend the Securities and Exchange Act of 1934 to require improved disclosure of corporate charitable contributions, 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 ` Corporate Charitable Disclosure Act of 2002'.

SEC. 2. DISCLOSURE OF CHARITABLE CONTRIBUTIONS.

Section 14 of the Securities and Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end thereof the following new subsection:

`(i) DISCLOSURE OF CHARITABLE CONTRIBUTIONS-

`(1) DISCLOSURES REQUIRED-

`(A) SUBSTANTIAL CONTRIBUTIONS TO INSIDER-AFFILIATED CHARITIES- The statements or documents described in subparagraph (B) shall include--

`(i) a disclosure of contributions whose value exceeds the designated amount that were made by the issuer during the issuer's previous year to any nonprofit organization of which a director, officer, or controlling person of the issuer, or a spouse thereof, was a director or trustee; and

`(ii) the name of such nonprofit organization and the value of the contribution.

`(B) STATEMENTS AND DOCUMENTS COVERED- The requirements of subparagraph (A) apply to--

`(i) the proxy statement or other documents accompanying any proxy, consent, or authorization solicited by or on behalf of the management of an issuer in respect of a security registered pursuant to section 12 of this title, or a security issued by an investment company registered under the Investment Company Act of 1940, prior to any annual meeting of the holders of such security; or

`(ii) if proxies, consents, or authorizations are not solicited by the management in respect of the annual meeting, the written information statement distributed in connection therewith.

`(2) ANNUAL STATEMENTS REQUIRED- Every issuer with a security registered pursuant to section 12 of this title, or a security issued by an investment company registered under the Investment Company Act of 1940, shall annually make available, in a format designated by the Commission, the total value of contributions made by the issuer to nonprofit organizations during its previous fiscal year, and, if the value of contributions to any organization exceeds the designated amount, the name of that organization and the value of contributions.

`(3) DEFINITIONS- For purposes of this subsection--

`(A) the term `designated amount' means such amount as may be designated by the Commission by rule, consistent with the public interest and the protection of investors for purposes of this subsection; and

`(B) the Commission may, by such rules as it deems necessary or appropriate in the public interest, define the terms executive officer and controlling person.'.

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