How Should U.S. Securities Law be Reformed?
The U.S. should modify its securities laws to address corporate political expenditures post-Citizens United by (1) mandating that corporations obtain the consent of shareholders before making political expenditures, (2) requiring disclosure of political spending directly to shareholders and (3) holding corporate directors personally liable for violations of these policies. This approach will empower shareholders to affect how corporate money is spent. It also may preserve more corporate assets by limiting the spending of corporate money on political expenditures. Shareholder consent is a key reform. Congress should act to protect shareholders by giving them the power, under statute, to authorize political spending by corporations. The voting mechanics would work in the following way. At the annual general meeting of shareholders, a corporation that wishes to make political expenditures in the coming year should propose a resolution on political spending which articulates how much the c
