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HB149
HOUSE OF REPRESENTATIVES
H.B. NO.
149
THIRTY-THIRD LEGISLATURE, 2025
STATE OF HAWAII
A BILL FOR AN ACT
RELATING TO CORPORATIONS
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF HAWAII:
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SECTION 1.
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The
legislature finds that Hawai
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i's corporate reporting
requirements serve important interests:
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providing shareholders with information, deterring actual corruption and
avoiding any appearance thereof, and gathering the data necessary to enforce
more substantive electioneering restrictions.
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The legislature further finds that the
State has an interest in ensuring that shareholders are informed of corporate
affairs.
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Corporate reporting obligations
provide information to shareholders "about who is speaking � 'information
that is vital to the efficient functioning of the marketplace of ideas, and
thus to advancing the democratic objectives underlying the First
Amendment.'"
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Yamada v. Snipes
, 786 F.3d 1182, 1197 (9th Cir. 2015) (
quoting
Human Life of Washington, Inc. v. Brumsickle
, 624 F.3d 990 (9th Cir.
2010)).
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This transparency enables
shareholders to make informed decisions.
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Providing annual reports directly to shareholders ensures that
shareholders will be informed of corporate affairs.
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Shareholders may also share information with
the electorate at large.
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Hawai
�
i's corporate reporting
requirements deter actual corruption by corporations attempting to circumvent
reporting and disclosure requirements and enable corporations to avoid the
appearance of corruption by exposing the source of contributions and expenditures.
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Shareholders may use this information to file
derivative suits.
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Corporate reporting requirements provide a
means of detecting violations of valid contribution limitations and preventing
circumvention of Hawai
�
i's campaign spending
limitations, including rules that bar contributions by foreign
corporations.
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Providing reports to
shareholders provides additional scrutiny of compliance with reporting and
disclosure requirements.
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Shareholders
have a unique interest in analyzing and scrutinizing corporate expenditures.
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Accordingly, the purpose of this Act is to
require domestic and foreign corporations to provide their shareholders with
reports of independent expenditures and political contributions.
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SECTION 2.
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Chapter 414, Hawaii Revised Statutes, is amended by adding a new section
to part XVII to be appropriately designated and to read as follows:
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414‑
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Report
to shareholders; independent expenditures; political contributions.
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(a)
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All domestic and foreign corporations
authorized to transact business in the State that make more than $10,000 of
independent expenditures and contributions in a year shall disclose to their
shareholders in an annual report the corporation's independent expenditures and
contributions to any candidate committee or noncandidate committee.
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The annual report shall conform to the
requirements of subsection (b), and the resulting report shall be delivered to
shareholders at the same time that the corporation's annual report is filed
pursuant to section 414-472.
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(b)
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The domestic or foreign corporation may elect to report aggregate
amounts.
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The report shall include
separate aggregate totals for independent expenditures, contributions to
noncandidate committees, and contributions to candidate committees.
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For each separate aggregate total, the report
shall include an identification of the specific monetary or nonmonetary benefit
that accrued to the domestic or foreign corporation as a direct result of
independent expenditures, contributions to noncandidate committees, and
contributions to candidate committees; provided that the domestic or foreign
corporation shall disclose each specific monetary or nonmonetary benefit to the
domestic or foreign corporation that is zero or unidentifiable.
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The corporation may fulfill the requirements
of this subsection by delivering other reports that disclose the required
information in more detail to shareholders, including reports filed with the
campaign spending commission.
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(c)
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For the purposes of this section:
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"Candidate committee" shall
have the same meaning as defined in section 11-302.
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"Contribution" shall have the
same meaning as defined in section 11-302.
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"Independent expenditure"
shall have the same meaning as defined in section 11-302.
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"Noncandidate committee" shall
have the same meaning as defined in section 11-302.
"
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SECTION 3.
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New statutory material is underscored.
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SECTION 4.
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This Act shall take effect upon its approval.
INTRODUCED BY:
_____________________________
Report Title:
Corporation Reports; Independent Campaign Expenditures and
Political Contributions
Description:
Requires domestic and foreign corporations to provide their
shareholders with reports of independent expenditures and political contributions.
The summary description
of legislation appearing on this page is for informational purposes only and is
not legislation or evidence of legislative intent.