Corporations: political activities: shareholder objections.

Existing law provides a shareholder dissenter's rights with respect to specified corporate transactions, including mergers and sales of assets, if a shareholder does not vote in favor of the transaction and notifies the corporation, as specified, that the shareholder dissents, and requires the corporation to pay the dissenting shareholder cash in the amount of the fair market value of the shareholder's dissenting shares, as specified, in lieu of the other consideration that a nondissenting shareholder is entitled to receive. The Political Reform Act of 1974 provides for the regulation of political campaign financing, including the reporting and disclosure of campaign contributions and expenditures. Under the act, elected officers, candidates for elective office, and campaign committees are required to file periodic campaign statements that disclose specified information for specified reporting periods, including the amount of contributions received and the identities of donors. This bill would require a corporation, as defined, that makes a contribution or expenditure to, or in support of, or in opposition to, a candidate, ballot measure campaign, or a signature-gathering effort on behalf of a ballot measure, political party, or political action committee to report those contributions or expenditures to shareholders by specified means, including posting the report on the corporation's Internet Web site, if any, and to refund to an objecting shareholder, in the form of a dividend, a pro rata share of the dollar value of those contributions or expenditures, based on the shareholder's share ownership. The bill would define, among other terms, "objecting shareholder" and "political activity" for these purposes. This bill would provide for a civil cause of action, including recovery of reasonable attorney's fees, by a shareholder against a corporation for violations of the bill's provisions. The bill would require a corporation to maintain records that include copies of the reports on its political activities for 5 years, and to make copies of these reports available to the Secretary of State upon request. The bill would also state findings and declarations of the Legislature.