Emory Corporate Governance and Accountability Review


In the landmark decision, Citizens United v. Federal Election Commission, the Supreme Court held that any government limitation on corporate funding of independent political broadcasts in candidate elections violated the First Amendment. Consequently, reformers have sought the implementation of laws to require public companies to obtain approval from shareholders, or, at the very least, disclose to shareholders all corporate political contributions. The most well known embodiment of the push for total shareholder disclosure of corporate political spending is the proposed federal act, the Shareholder Protection Act (SPA). The SPA aims to amend the Securities Exchange Act of 1934, requiring public companies to annually disclose their corporate expenditures on political activities to their shareholders. In this article, Steven Zuckerman sets aside the constitutional issues with corporate political spending, focusing the discussion on the corporate governance concerns that support or oppose the implementation of the SPA.