The Conference Board has issued an interesting report on “Corporate Political Spending.”  The report addresses an increasingly high-profile issue for politically active public companies: demands from shareholders and interest groups that corporations publicly disclose all of their political and lobbying activities.  Much disclosure is already required, of course, by federal, state and local campaign finance and lobbying laws.  But this hasn’t stopped activists from seeking to pry open the corporate books to ferret out details that are not required by law to be reported.

As we previously reported here in InsidePoliticalLaw, a petition for rulemaking concerning corporate political contribution disclosure is pending at the SEC.  Hundreds of thousands of comments have been filed with the SEC concerning the proposed rulemaking.  In recent years, numerous shareholder proposals have been filed to compel certain public companies to disclose their political expenditures.  This year is no exception.  We expect the trend to continue, and we expect to see increasingly aggressive actions by institutional shareholders, both through shareholder proposals and through litigation.

The recent case brought by the New York State Common Retirement Fund (the public employees pension fund for New York State) against Qualcomm, seeking to compel production of Qualcomm’s internal books and records concerning political expenditures, could be a harbinger of things to come.  (Full disclosure:  Covington represented Qualcomm in that litigation.)

We have been advising a wide range of clients for several years on the rising wave of shareholder political disclosure demands.  Given the high level of client interest in these issues, we will be holding a conference call on March 21, 2013, at 12:30pm Eastern, on the topic:  “Shareholder Demands for Corporate Political Disclosure.”  Invitations will be going out soon.  My partner Keir Gumbs (a securities law and corporate governance guru, and a former SEC official) and I will provide a one-hour primer on the strategies being pursued by shareholders and activists against public companies.

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Photo of Robert Kelner Robert Kelner

Robert Kelner is the chair of Covington’s nationally recognized Election and Political Law Practice Group.  He counsels clients on the full range of political law compliance matters, and defends clients in civil and criminal law enforcement investigations concerning political activity. He also leads

Robert Kelner is the chair of Covington’s nationally recognized Election and Political Law Practice Group.  He counsels clients on the full range of political law compliance matters, and defends clients in civil and criminal law enforcement investigations concerning political activity. He also leads the firm’s prominent congressional investigations practice.

Rob’s political law compliance practice covers federal and state campaign finance, lobbying disclosure, pay to play, and government ethics laws. His expertise includes the Federal Election Campaign Act, Lobbying Disclosure Act, Ethics in Government Act, Foreign Agents Registration Act, and Foreign Corrupt Practices Act.

He is also a leading authority on the arcane rules governing political contributions and marketing activities by registered investment advisers and municipal securities dealers.

Rob’s political law clients include numerous multinational corporations, many of which are household names.  He counsels major banks, hedge funds, private equity funds, trade associations, PACs, political party committees, candidates, lobbying firms, and politically active high-net-worth individuals. He has represented the Republican National Committee, National Republican Congressional Committee, and National Republican Senatorial Committee.  He also advises Presidential political appointees on the complex vetting and confirmation process.

As a partner in the firm’s White Collar Defense & Investigations practice group, Rob regularly defends clients in congressional investigations before virtually every major congressional investigation committee.  He also defends corporations and others in investigations by the Federal Election Commission, the Public Integrity Section of the U.S. Department of Justice, federal Offices of Inspector General, and the House & Senate Ethics Committees.  He has prepared many CEOs and corporate executives for testimony before congressional investigation panels. He regularly leads the Practicing Law Institute’s training program on congressional investigations for in-house lawyers.  In addition, he is frequently retained to lead internal investigations and compliance reviews for major corporate clients concerning lobbying and campaign finance law issues.

Rob has appeared as a commentator on political law matters on The PBS News Hour, CNBC, Fox News, and NPR, and he has been quoted in the New York Times, Washington Post, Wall Street Journal, Associated Press, Legal Times, Roll Call, The Hill, Politico, USA Today, Financial Times, and other publications.

Rob is Chairman of Covington’s Professional Responsibility Committee and a General Counsel of the firm.  He also currently serves as Chairman of the District of Columbia Bar’s Legislative Practice Committee, and he previously was appointed by the President of the American Bar Association to serve on the ABA’s Standing Committee on Election Law.