[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5028 Introduced in House (IH)]
<DOC>
115th CONGRESS
2d Session
H. R. 5028
To amend the Securities Exchange Act of 1934 to require disclosure of
payments for settlements of disputes regarding sexual abuse and certain
types of harassment and discrimination, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
February 14, 2018
Ms. Rosen introduced the following bill; which was referred to the
Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Securities Exchange Act of 1934 to require disclosure of
payments for settlements of disputes regarding sexual abuse and certain
types of harassment and discrimination, 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 ``Sunlight in Workplace Harassment
Act''.
SEC. 2. DISCLOSURE OF PAYMENTS FOR SETTLEMENTS OF DISPUTES REGARDING
SEXUAL ABUSE AND CERTAIN TYPES OF HARASSMENT AND
DISCRIMINATION.
Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m)
is amended by adding at the end the following:
``(s) Disclosure of Certain Activities Regarding Settlements of
Disputes Relating to Sexual Abuse and Certain Types of Harassment or
Discrimination.--
``(1) Definitions.--In this subsection--
``(A) the term `covered discrimination' means--
``(i) discrimination described in any of
clauses (i) through (vi) of subparagraph (B);
or
``(ii)(I) a violation of section 704(a) of
the Civil Rights Act of 1964 (42 U.S.C. 2000e-
3(a)) that is related to discrimination
described in subparagraph (B)(i) or (B)(vi)(I);
``(II) a violation of section 4(d) of the
Age Discrimination in Employment Act of 1967
(29 U.S.C. 623(d)) that is related to
discrimination described in subparagraph
(B)(ii);
``(III) a violation of subsection (a) or
(b) of section 503 of the Americans with
Disabilities Act of 1990 (42 U.S.C. 12203) that
is related to discrimination described in
subparagraph (B)(iii);
``(IV) a violation of section 207(f) of the
Genetic Information Nondiscrimination Act of
2008 (42 U.S.C. 2000ff-6(f)) that is related to
discrimination described in subparagraph
(B)(iv);
``(V) a violation of section 4311(b) of
title 38, United States Code, that is related
to discrimination described in subparagraph
(B)(v); and
``(VI) a violation of section
40002(b)(13)(A) of the Violence Against Women
Act of 1994 (34 U.S.C. 12291(b)(13)(A)) that--
``(aa) may cover retaliation
described in a provision specified in
any of subclauses (I) through (V); and
``(bb) is related to discrimination
described in subparagraph (B)(vi)(II);
``(B) the term `covered harassment' means
harassment that is--
``(i) discrimination because of race,
color, religion, sex, or national origin under
title VII of the Civil Rights Act of 1964 (42
U.S.C. 2000e et seq.);
``(ii) discrimination because of age under
the Age Discrimination in Employment Act of
1967 (29 U.S.C. 621 et seq.);
``(iii) discrimination on the basis of
disability under--
``(I) title I of the Americans with
Disabilities Act of 1990 (42 U.S.C.
12111 et seq.); or
``(II) section 501 of the
Rehabilitation Act of 1973 (29 U.S.C.
791);
``(iv) discrimination because of genetic
information under title II of the Genetic
Information Nondiscrimination Act of 2008 (42
U.S.C. 2000ff et seq.);
``(v) discrimination on the basis of status
concerning service in a uniformed service under
section 4311(a) of title 38, United States
Code; or
``(vi) discrimination because of sexual
orientation or gender identity under--
``(I) title VII of the Civil Rights
Act of 1964 (42 U.S.C. 2000e et seq.);
or
``(II) section 40002(b)(13)(A) of
the Violence Against Women Act of 1994
(34 U.S.C. 12291(b)(13)(A));
``(C) the term `covered issuer' means an issuer
that is required to file Form 10-K;
``(D) the term `Form 10-K' means the form described
in section 249.310 of title 17, Code of Federal
Regulations, as in effect on the date of enactment of
this subsection;
``(E) the term `gender identity' means the gender-
related identity, appearance, mannerisms, or other
gender-related characteristics of an individual,
regardless of the designated sex of the individual at
birth;
``(F) the term `settlement' means any commitment or
agreement--
``(i) without regard to whether the
commitment or agreement, as applicable, is in
writing; and
``(ii) under which an issuer directly or
indirectly--
``(I) provides to an individual
compensation or other consideration
because of an allegation that the
individual has been a victim of covered
harassment, covered discrimination, or
sexual abuse; or
``(II) establishes conditions that
affect the terms of the employment,
including by terminating the
employment, of the individual with the
issuer--
``(aa) because of the
experience of the individual
with, or the participation of
the individual in, an alleged
act of covered harassment,
covered discrimination, or
sexual abuse; and
``(bb) in exchange for
which the individual agrees or
commits not to--
``(AA) bring legal,
administrative, or any
other type of action
against the issuer; or
``(BB) publicly
disclose, for a period
of time of any length,
any portion of the
alleged act described
in item (aa) on which
the commitment or
agreement, as
applicable, is based;
``(G) the term `sexual abuse' means any type of
sexual contact or behavior that occurs without the
explicit consent of the recipient, including forced
sexual intercourse, forcible sodomy, child molestation,
incest, fondling, and attempted rape; and
``(H) the term `sexual orientation' means
homosexuality, heterosexuality, or bisexuality.
``(2) Disclosure requirements.--
``(A) In general.--Beginning in the first fiscal
year that begins after the date of enactment of this
subsection, each covered issuer shall disclose annually
on Form 10-K, to shareholders of the covered issuer,
and to the public--
``(i) with respect to the previous year--
``(I) the total number of
settlements entered into by the covered
issuer, a subsidiary, contractor, or
subcontractor of the covered issuer, or
a corporate executive of the covered
issuer that relate to any alleged act
of sexual abuse, covered harassment, or
covered discrimination that--
``(aa) occurred in the
workplace of the covered issuer
or a subsidiary, contractor, or
subcontractor of the covered
issuer; or
``(bb) involves the
behavior of an employee of the
covered issuer, or a
subsidiary, contractor, or
subcontractor of the covered
issuer, toward another such
employee, without regard to
whether that behavior occurred
in the workplace of the covered
issuer or the subsidiary,
contractor, or subcontractor,
as applicable;
``(II) the total dollar amount paid
with respect to the settlements
described in subclause (I);
``(III) the total number of
settlements entered into by the covered
issuer, a subsidiary, contractor, or
subcontractor of the covered issuer, or
a corporate executive of the covered
issuer that relate to any alleged act
of sexual abuse, covered harassment, or
covered discrimination that--
``(aa) was committed by a
corporate executive of--
``(AA) the covered
issuer; or
``(BB) a
subsidiary, contractor,
or subcontractor of the
covered issuer; and
``(bb)(AA) occurred in the
workplace of the covered issuer
or a subsidiary, contractor, or
subcontractor of the covered
issuer, as applicable; or
``(BB) involved the
behavior of a corporate
executive described in item
(aa) toward another employee of
the covered issuer or a
subsidiary, contractor, or
subcontractor of the covered
issuer, as applicable, without
regard to whether that behavior
occurred in the workplace of
the covered issuer or a
subsidiary, contractor, or
subcontractor of the covered
issuer;
``(IV) the total dollar amount with
respect to the settlements described in
subclause (III); and
``(V) the average length of time
required for the covered issuer to
resolve a complaint relating to covered
discrimination, covered harassment, or
sexual abuse; and
``(ii) as of the date on which the
disclosure is made, the total number of
complaints relating to covered discrimination,
covered harassment, and sexual abuse that the
covered issuer is working to resolve through--
``(I) processes that are internal
to the covered issuer; and
``(II) litigation.
``(B) Categories.--Subject to subparagraph (C), in
each disclosure required under subparagraph (A), a
covered issuer shall report the total number of
settlements in subclauses (I) and (III) of subparagraph
(A)(i) and the total dollar amounts in subclauses (II)
and (IV) of subparagraph (A)(i) in the aggregate and
list each such settlement by any of the following
categories that apply to the settlement:
``(i) Settlements relating to sexual abuse,
covered discrimination, or covered harassment
because of sex.
``(ii) Settlements relating to covered
discrimination or covered harassment because of
race, color, or national origin.
``(iii) Settlements relating to covered
discrimination or covered harassment because of
religion.
``(iv) Settlements relating to covered
discrimination or covered harassment because of
age.
``(v) Settlements relating to covered
discrimination or covered harassment on the
basis of disability.
``(vi) Settlements relating to covered
discrimination or covered harassment because of
genetic information.
``(vii) Settlements relating to covered
discrimination or covered harassment on the
basis of status concerning service in a
uniformed service.
``(viii) Settlements relating to covered
discrimination or covered harassment because of
sexual orientation or gender identity.
``(C) Prohibitions on certain disclosures.--
``(i) Prohibition on disclosures by covered
issuers.--
``(I) In general.--A covered issuer
may not--
``(aa) in any disclosure
made under subparagraph (A), or
in any other public disclosure,
disclose the name of a victim
of an alleged act of sexual
abuse, covered harassment, or
covered discrimination on which
a settlement or complaint, as
applicable, described in
subparagraph (A) is based; or
``(bb) under subparagraph
(B), categorize a settlement
described in subclause (I) or
(III) of subparagraph (A)(i) if
the victim of the alleged act
of sexual abuse, covered
harassment, or covered
discrimination on which the
settlement is based objects to
that categorization.
``(II) Indication of objection.--A
covered issuer shall indicate in any
disclosure made under subparagraph (A)
whether any objection has been made
under subclause (I)(bb) of this clause.
``(ii) Prohibition on disclosures by the
commission.--The Commission may not disclose
the name of a victim of an alleged act of
sexual abuse, covered harassment, or covered
discrimination on which a settlement or
complaint, as applicable, described in
subparagraph (A) is based.
``(D) Prevention of sexual abuse, covered
harassment, and covered discrimination.--In each
disclosure required under subparagraph (A), the covered
issuer making the disclosure shall include a
description of the measures taken by the covered issuer
and any subsidiary, contractor, or subcontractor of the
covered issuer to prevent employees of the covered
issuer and any subsidiary, contractor, or subcontractor
of the covered issuer from committing or engaging in
sexual abuse, covered harassment, or covered
discrimination.
``(3) Regulations.--The Commission may promulgate such
regulations as the Commission considers necessary to implement
the requirements under paragraph (2).''.
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