S. 1360: Shareholder Protection Act of 2011

112th Congress · introduced 2011-07-13 · Finance and Financial Sector · Latest: Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

federal

Follow this bill, step by step

Where it came from: introduced 2011-07-13 · official record
Who proposed it: Sen. Menendez, Robert [D-NJ] · what a sponsor is
What happened next: no floor votes in our records yet. Why?
Where it stands now: Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. Not final yet: this can still change. We check for updates every day.
If it becomes law and spends money: follow the money to money laws, then agencies and contracts and grants.

What does this mean?

Official title

Shareholder Protection Act of 2011

Plain summary

Shareholder Protection Act of 2011 - 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.

Congressional Research Service summary (Introduced in Senate), quoted unchanged (nonpartisan). Read the source.

What a vote does

A “Yea” vote

If it passes both chambers and is signed, it becomes law.

A “Nay” vote

If it is not passed, current law stays as it is.

PSI Sci description of the legislative step (not an opinion).

What does this mean? (plain words)

Official text

Shareholder Protection Act of 2011

Source: Congressional Research Service summary (Introduced in Senate)

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The strongest published arguments

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Alternatives

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How did my representative vote? · This bill's floor votes

Officials and money

Sponsor: Sen. Menendez, Robert [D-NJ] · 12 cosponsors

Cost estimate: No cost estimate published yet.

Cosponsors on this site

Richard Blumenthal (D-CT), Sheldon Whitehouse (D-RI), Jeff Merkley (D-OR), Jeanne Shaheen (D-NH)

No linked floor roll calls in our collected records yet. This does not mean the bill has never had a vote. Check the official bill history.

Words on this page, explained (3)

Authorization: A law that creates or continues a government program and says what it may do, often with a suggested spending ceiling. An authorization alone does not provide money; a separate appropriation does.
Fiscal year: The 12-month period a government uses for its budget. The federal fiscal year runs from October 1 to September 30 and is named for the calendar year in which it ends. Most states use July 1 to June 30.
Securities: Financial investments that can be bought and sold, such as stocks and bonds.

Plain meanings written from linked sources. All words.

Sources

Congressional Research Service summary (Introduced in Senate)
Congress.gov
Data: GovInfo BILLSTATUS bulk data (Library of Congress), BILLSTATUS-112s1360.xml <https://www.govinfo.gov/bulkdata/BILLSTATUS/112/s>

Record fed-us-cong112-s1360 · catalog fed-us-congress-bills-cong112 · updated 2026-11-15 by psicol fed-bills-cong112