Testimony of John C. Coates IV Before the U.S. House Committee on House Administration on the DISCLOSE Act (H.R. 5175)
8 Pages Posted: 12 May 2010 Last revised: 21 Dec 2011
Date Written: May 11, 2010
The DISCLOSE Act (H.R. 5175) is an important, corrective response to the shock of Citizens United. I am a corporate law scholar, and former corporate lawyer (having been a partner at Wachtell Lipton), and I do not view myself as expert in constitutional law. I will not engage the question of whether Citizens United was or was not consistent with Supreme Court precedent generally, or whether the DISCLOSE Act is constitutional. I can say with confidence, however, that Citizens United radically unsettled long-standing expectations of corporate owners about corporate governance and federal election activity, and that the DISCLOSE Act will assist corporate owners, at a reasonable cost, in trying to address the new governance risks that Citizens United creates. I will comment on three aspects of the DISCLOSE Act that will improve corporate governance – the disclosure requirements, the endorsement requirements, and the inclusion of conduits in the new disclosure regime – as well as the foreign control provisions, each of which I favor.
Suggested Citation: Suggested Citation