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 Election and Political Law Practice Group. Mr. Kelner provides political law compliance advice to a wide range of corporate and political clients.  His compliance practice focuses on federal and state campaign finance, lobbying disclosure, pay to…

Robert Kelner is the chair of Covington’s Election and Political Law Practice Group. Mr. Kelner provides political law compliance advice to a wide range of corporate and political clients.  His compliance practice focuses on federal and state campaign finance, lobbying disclosure, pay to play, and government ethics laws, as well as legal ethics rules.  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 by municipal securities dealers, investment advisers, hedge funds, and private equity funds.  Mr. Kelner advises Presidential political appointees on the complex process of being vetted and confirmed for such appointments.

In addition, he regularly advises corporations and corporate executives on instituting political law compliance programs.  He conducts compliance training for senior corporate executives and lobbyists.  He has extensive experience conducting corporate internal investigations concerning campaign finance and lobbying law compliance, as well as other corporate compliance matters.  Mr. Kelner regularly defends clients in investigations by the Federal Election Commission, the U.S. Department of Justice, the U.S. House & Senate Ethics Committees, the House Oversight & Government Reform Committee, the House & Senate Judiciary Committees, the House Energy & Commerce Committee and its Subcommittee on Oversight & Investigations, the Senate Finance Committee, the Senate Special Committee on Aging, the Senate Permanent Subcommittee on Investigations, the Senate Health, Education, Labor, and Pensions Committee, and other congressional committees.  He has prepared numerous CEOs and corporate executives for testimony before congressional investigation panels, and he regularly leads the Practicing Law Institute’s training program on congressional investigations for in-house lawyers.  He also defends clients in Lobbying Disclosure Act audits by the GAO and enforcement actions and audits by state election and lobbying enforcement agencies.

Mr. Kelner 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, Legal Times, Washington Times, Roll Call, The Hill, Politico, USA Today, Financial Times, and other publications.