January 15, 2013
The Securities and Exchange Commission recently indicated in an entry in the Office of Management and Budget’s Unified Agenda that it plans to issue by April 2013 a Notice of Proposed Rulemaking on requiring public companies to disclose their spending on politics. The adoption of such a rule was urged in a rulemaking petition (PDF) submitted by a committee of ten law professors co-chaired by Harvard Law School Professor Lucian Bebchuk LL.M. ’80 S.J.D. ’84 and by a record number of supporting comments subsequently filed with the SEC.
A committee of ten corporate and securities law professor, co-chaired by Bebchuk and Columbia Law Professor Robert J. Jackson, Jr. ‘05, submitted in summer 2011 a rulemaking petition putting forward a case for an SEC rule requiring disclosure of corporate political spending. Since the petition was filed, the SEC has received more than 300,000 comment letters, with the overwhelming majority of these comments being supportive of the petition.
In addition, the petition has received support from a sitting commissioner of the SEC, a substantial number of members of both the U.S. Senate and House of Representatives, and editorials in The New York Times and Bloomberg News. This level of support led the director of the SEC’s Division of Corporation Finance to observe in a conference held in November that the proposal “obviously [involves] an issue that’s extremely important to many.”
The rulemaking petition also has attracted opponents, including legal academics (PDF), prominent members of Congress, and the The Wall Street Journal editorial page, and the U.S. Chamber of Commerce (PDF). In a recent paper, “Shining Light on Corporate Political Spending,” Bebchuk and Jackson put forward detailed responses to the various arguments that have been made in opposition to an SEC disclosure rule. Bebchuk and Jackson began their work on the case for disclosure requirements in their 2009 Harvard Law Review article "Corporate Political Speech: Who Decides?"