Amendment SA10-AB387

LRBa1219/1

TKK&JK:cjs&jld

2015 - 2016 LEGISLATURE

SENATE AMENDMENT 10, TO ASSEMBLY BILL 387

November 6, 2015 - Offered by Senators Wirch, Hansen, Lassa, Shilling, Carpenter, L. Taylor, C. Larson, Ringhand, Bewley, Harris Dodd, Vinehout and Risser.

AB387-SA10,1,1 At the locations indicated, amend the engrossed bill as follows:

AB387-SA10,1,2 1. Page 124, line 25: after that line insert:

AB387-SA10,1,3 " Section 61d. 180.0750 of the statutes is created to read:

AB387-SA10,1,5 180.0750 Shareholder objection to corporate political expenditures. (1) In this section, "disbursement" has the meaning given in s. 11.0101 (10).

AB387-SA10,1,10 (2) (a) For each corporate fiscal year, before making any disbursement, a corporation shall give written notice to its shareholders of its intent to make one or more disbursements during that fiscal year. The corporation is required to give only one notice under this paragraph for each corporate fiscal year, which notice may coincide with notice of the corporation's annual shareholders' meeting.

AB387-SA10,1,12 (b) For purposes of par. (a), a corporation may establish a record date for determining the shareholders entitled to notice under par. (a).

AB387-SA10,2,5 (c) The notice under par. (a) shall be dated and shall include a form that the shareholder may complete and return to the corporation to express objection to any disbursement during the applicable fiscal year. This form shall clearly identify the applicable address for returning the form by U.S. mail and any other acceptable method for return of the form.

AB387-SA10,2,9 (3) Any shareholder receiving notice under sub. (2) may object to the corporation's making of disbursements during the applicable fiscal year by completing the form specified in sub. (2) (c) and returning it to the corporation within 30 days after the date stated on the notice.

AB387-SA10,2,12 (4) (a) Not later than 3 months after the end of each corporate fiscal year, a corporation shall calculate the total value of its expenditures for disbursements made during that fiscal year.

AB387-SA10,2,15 (b) If a corporation receives a timely objection from a shareholder under sub. (3), within 4 months after the end of the fiscal year for which the objection applies, the corporation shall do all of the following:

AB387-SA10,2,23 1. Notwithstanding s. 180.0640, make payment to the objecting shareholder of an amount determined by multiplying the total value of corporate expenditures for disbursements calculated under par. (a) by the objecting shareholder's percentage of ownership in the corporation. For purposes of this subdivision, the objecting shareholder's percentage of ownership is determined according to the number of shares held by the objecting shareholder as of the record date under sub. (2) (b) or, if there is none, as of the date of the notice under sub. (2) (a), divided by the total number of issued and outstanding shares of the corporation.

AB387-SA10,3,3 2. Provide the objecting shareholder with the corporation's calculation under par. (a), along with detailed information as to the method and figures used in making the calculation.

AB387-SA10,61e Section 61e. 180.1540 of the statutes is created to read:

AB387-SA10,3,6 180.1540 Shareholder objection to corporate political expenditures. (1) In this section:

AB387-SA10,3,8 (a) "Disbursement" has the meaning given in s. 11.0101 (10) but is limited to political activity or political purposes related to this state.

AB387-SA10,3,10 (b) "Foreign corporation" means a foreign corporation authorized to transact business in this state.

AB387-SA10,3,12 (c) "Shareholder" means a foreign corporation's shareholder that is a resident of this state.

AB387-SA10,3,18 (2) (a) For each corporate fiscal year, before making any disbursement, a foreign corporation shall give written notice to its shareholders of its intent to make one or more disbursements during that fiscal year. The foreign corporation is required to give only one notice under this paragraph for each corporate fiscal year, which notice may coincide with notice of the foreign corporation's annual shareholders' meeting.

AB387-SA10,3,20 (b) For purposes of par. (a), a foreign corporation may establish a record date for determining the shareholders entitled to notice under par. (a).

AB387-SA10,3,25 (c) The notice under par. (a) shall be dated and shall include a form that the shareholder may complete and return to the foreign corporation to express objection to any disbursement during the applicable fiscal year. This form shall clearly identify the applicable address for returning the form by U.S. mail and any other acceptable method for return of the form.

AB387-SA10,4,4 (3) Any shareholder receiving notice under sub. (2) may object to the foreign corporation's making of disbursements during the applicable fiscal year by completing the form specified in sub. (2) (c) and returning it to the foreign corporation within 30 days after the date stated on the notice.

AB387-SA10,4,7 (4) (a) Not later than 3 months after the end of each corporate fiscal year, a foreign corporation shall calculate the total value of its expenditures for disbursements made during that fiscal year.

AB387-SA10,4,10 (b) If a foreign corporation receives a timely objection from a shareholder under sub. (3), within 4 months after the end of the fiscal year for which the objection applies, the foreign corporation shall do all of the following:

AB387-SA10,4,20 1. Notwithstanding s. 180.1505 (3) and any restriction under the law of the foreign corporation's jurisdiction of formation, make payment to the objecting shareholder of an amount determined by multiplying the total value of corporate expenditures for disbursements calculated under par. (a) by the objecting shareholder's percentage of ownership in the foreign corporation. For purposes of this subdivision, the objecting shareholder's percentage of ownership is determined according to the number of shares held by the objecting shareholder as of the record date under sub. (2) (b) or, if there is none, as of the date of the notice under sub. (2) (a), divided by the total number of issued and outstanding shares of the foreign corporation.

AB387-SA10,4,23 2. Provide the objecting shareholder with the foreign corporation's calculation under par. (a), along with detailed information as to the method and figures used in making the calculation.".

AB387-SA10,4,24 2. Page 128, line 14: after that line insert:

AB387-SA10,5,1 " Section 74d. Initial applicability.

AB387-SA10,5,4 (1) The treatment of sections 180.0750 and 180.1540 of the statutes first applies with respect to disbursements made in corporate fiscal years that begin on the effective date of this subsection.".

AB387-SA10,5,5 (End)