Analysis by the Legislative Reference Bureau
Current law defines "disbursement," for purposes relating to campaign
financing, to include a purchase, payment, loan, or gift made for political purposes;
an authorized expenditure from a campaign depository account; and a payment for
a broadcast or print communication to the general public for a political purpose.
This bill requires corporations to give written notice to their shareholders
before making disbursements, as defined under current campaign finance law. The
corporation is required to give only one notice for each corporate fiscal year. The
notice must include a form that the shareholder may complete and return to the
corporation to object to any disbursement during the applicable fiscal year.
The bill requires a corporation, within three months after the end of its fiscal
year, to calculate the total value of its expenditures for disbursements made during
the fiscal year. If an objecting shareholder returns the objection form to the
corporation (opts out) within 30 days after the date stated on the corporation's notice,
the corporation must, within four months after the end of its fiscal year, do all of the
following: 1) pay the objecting shareholder an amount determined by multiplying
the total value of corporate expenditures for disbursements by the objecting
shareholder's percentage of ownership in the corporation; and 2) provide the
objecting shareholder with the corporation's calculation of the total value of its
expenditures for disbursements made during the fiscal year, along with information
related to the calculation.

The provisions of the bill also apply to foreign corporations authorized to
transact business in this state, with respect to resident shareholders and
disbursements involving political activity or political purposes related to this state.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
AB55,1 1Section 1. 180.0750 of the statutes is created to read:
AB55,2,3 2180.0750 Shareholder objection to corporate political expenditures.
3(1)
In this section, "disbursement" has the meaning given in s. 11.01 (7).
AB55,2,8 4(2) (a) For each corporate fiscal year, before making any disbursement, a
5corporation shall give written notice to its shareholders of its intent to make one or
6more disbursements during that fiscal year. The corporation is required to give only
7one notice under this paragraph for each corporate fiscal year, which notice may
8coincide with notice of the corporation's annual shareholders' meeting.
AB55,2,109 (b) For purposes of par. (a), a corporation may establish a record date for
10determining the shareholders entitled to notice under par. (a).
AB55,2,1511 (c) The notice under par. (a) shall be dated and shall include a form that the
12shareholder may complete and return to the corporation to express objection to any
13disbursement during the applicable fiscal year. This form shall clearly identify the
14applicable address for returning the form by U.S. mail and any other acceptable
15method for return of the form.
AB55,2,19 16(3) Any shareholder receiving notice under sub. (2) may object to the
17corporation's making of disbursements during the applicable fiscal year by
18completing the form specified in sub. (2) (c) and returning it to the corporation within
1930 days after the date stated on the notice.
AB55,3,3
1(4) (a) Not later than 3 months after the end of each corporate fiscal year, a
2corporation shall calculate the total value of its expenditures for disbursements
3made during that fiscal year.
AB55,3,64 (b) If a corporation receives a timely objection from a shareholder under sub.
5(3), within 4 months after the end of the fiscal year for which the objection applies,
6the corporation shall do all of the following:
AB55,3,147 1. Notwithstanding s. 180.0640, make payment to the objecting shareholder of
8an amount determined by multiplying the total value of corporate expenditures for
9disbursements calculated under par. (a) by the objecting shareholder's percentage of
10ownership in the corporation. For purposes of this subdivision, the objecting
11shareholder's percentage of ownership is determined according to the number of
12shares held by the objecting shareholder as of the record date under sub. (2) (b) or,
13if there is none, as of the date of the notice under sub. (2) (a), divided by the total
14number of issued and outstanding shares of the corporation.
AB55,3,1715 2. Provide the objecting shareholder with the corporation's calculation under
16par. (a), along with detailed information as to the method and figures used in making
17the calculation.
AB55,2 18Section 2. 180.1540 of the statutes is created to read:
AB55,3,20 19180.1540 Shareholder objection to corporate political expenditures.
20(1)
In this section:
AB55,3,2221 (a) "Disbursement" has the meaning given in s. 11.01 (7) but is limited to
22political activity or political purposes related to this state.
AB55,3,2423 (b) "Foreign corporation" means a foreign corporation authorized to transact
24business in this state.
AB55,4,2
1(c) "Shareholder" means a foreign corporation's shareholder that is a resident
2of this state.
AB55,4,8 3(2) (a) For each corporate fiscal year, before making any disbursement, a
4foreign corporation shall give written notice to its shareholders of its intent to make
5one or more disbursements during that fiscal year. The foreign corporation is
6required to give only one notice under this paragraph for each corporate fiscal year,
7which notice may coincide with notice of the foreign corporation's annual
8shareholders' meeting.
AB55,4,109 (b) For purposes of par. (a), a foreign corporation may establish a record date
10for determining the shareholders entitled to notice under par. (a).
AB55,4,1511 (c) The notice under par. (a) shall be dated and shall include a form that the
12shareholder may complete and return to the foreign corporation to express objection
13to any disbursement during the applicable fiscal year. This form shall clearly
14identify the applicable address for returning the form by U.S. mail and any other
15acceptable method for return of the form.
AB55,4,19 16(3) Any shareholder receiving notice under sub. (2) may object to the foreign
17corporation's making of disbursements during the applicable fiscal year by
18completing the form specified in sub. (2) (c) and returning it to the foreign corporation
19within 30 days after the date stated on the notice.
AB55,4,22 20(4) (a) Not later than 3 months after the end of each corporate fiscal year, a
21foreign corporation shall calculate the total value of its expenditures for
22disbursements made during that fiscal year.
AB55,4,2523 (b) If a foreign corporation receives a timely objection from a shareholder under
24sub. (3), within 4 months after the end of the fiscal year for which the objection
25applies, the foreign corporation shall do all of the following:
AB55,5,10
11. Notwithstanding s. 180.1505 (3) and any restriction under the law of the
2foreign corporation's jurisdiction of formation, make payment to the objecting
3shareholder of an amount determined by multiplying the total value of corporate
4expenditures for disbursements calculated under par. (a) by the objecting
5shareholder's percentage of ownership in the foreign corporation. For purposes of
6this subdivision, the objecting shareholder's percentage of ownership is determined
7according to the number of shares held by the objecting shareholder as of the record
8date under sub. (2) (b) or, if there is none, as of the date of the notice under sub. (2)
9(a), divided by the total number of issued and outstanding shares of the foreign
10corporation.
AB55,5,1311 2. Provide the objecting shareholder with the foreign corporation's calculation
12under par. (a), along with detailed information as to the method and figures used in
13making the calculation.
AB55,3 14Section 3. Initial applicability.
AB55,5,1615 (1) This act first applies with respect to disbursements made in corporate fiscal
16years that begin on the effective date of this subsection.
AB55,4 17Section 4. Effective date.
AB55,5,1918 (1) This act takes effect on the first day of the 4th month beginning after
19publication.
AB55,5,2020 (End)
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