S 2885 — Disclosing Pharmaceutical Company Windfall Profits Act of 2018

Summary

Disclosing Pharmaceutical Company Windfall Profits Act of 2018 This bill amends the Securities Exchange Act of 1934 to require pharmaceutical companies to make certain public disclosures, including disclosures related to taxation, compensation, dividends, and spending on research and development.

Bill Text

• Introduced Introduced in Senate Current html May 17, 2018

Compared against current U.S. Code AI-generated reading aid — verify against the official bill.

The bill adds new disclosure requirements for pharmaceutical companies that file reports under the Securities Exchange Act of 1934.

• 15 U.S.C. 78m

  (s) Additional Disclosure for Pharmaceutical Companies.--

  This adds a new section requiring pharmaceutical companies to disclose specific financial information.

• 15 U.S.C. 78m

  Each issuer required to file an annual or quarterly report under subsection (a) shall disclose in that report the information required by paragraph (2) if, during the period covered by the report, the issuer or any affiliate of the issuer is a drug manufacturer.

  This mandates that any pharmaceutical issuer must include specific disclosures in its reports.

• 15 U.S.C. 78m

  If an issuer or an affiliate of the issuer is required to make a disclosure pursuant to paragraph (1), the disclosure shall include--

  This introduces a list of specific disclosures that must be made by pharmaceutical companies.

• 15 U.S.C. 78m

  (A) a country-by-country report;

  This requires issuers to include a detailed country-by-country financial report.

• 15 U.S.C. 78m

  (B) a description of any change in dividend or change in share repurchase plan after November 2, 2017, and the total value of such change;

  This mandates reporting of changes in dividends or share repurchase plans.

• 15 U.S.C. 78m

  (C) bonuses or other changes in compensation of officers or directors after November 2, 2017, and the total value and percentage changes in comparison to the prior year;

  This adds a requirement to report on changes in compensation for executives.

• 15 U.S.C. 78m

  (D) the total value of the research and experimentation tax credit claimed by the issuer or any affiliate for the preceding tax year;

  This requires disclosure of tax credits claimed for research and experimentation.

• 15 U.S.C. 78m

  (E) the change in spending on research and development of prescription drugs, including an estimate of total value of investment in research and development and the total value of any change in research and development for which the change was principally the result of Public Law 115-97;

  This adds a requirement to report changes in R&D spending related to certain legislation.

• 15 U.S.C. 78m

  (F) the total amount of--

  This starts a new requirement for reporting amounts related to foreign income.

• 15 U.S.C. 78m

  (G) amounts described in section 162(e) of the Internal Revenue Code of 1986;

  This requires disclosure of certain expense-related amounts under tax law.

• 15 U.S.C. 78m

  (H) any other material actions by the issuer for which the action was principally the result of Public Law 115-97.

  This allows for reporting of other significant actions taken as a result of specific legislation.

• 15 U.S.C. 78m

  For each foreign subsidiary in the country-by-country report, the report required by paragraph (1) shall be grouped by resident jurisdiction (including a group for subsidiaries resident nowhere), the tax jurisdiction (if different), and main business activity.

  This specifies how to structure the country-by-country report for foreign subsidiaries.

• 15 U.S.C. 78m

  In this subsection: (A) Country-by-country report.--The term `country-by-country report' means information on a country-by-country basis during the covered period for each tax jurisdiction, aggregated from all subsidiaries residing in that jurisdiction, consisting of--

  This defines what constitutes a country-by-country report.

• 15 U.S.C. 78m

  (B) Drug manufacturer.--The term `drug manufacturer' means the person that holds the application for a drug approved under section 505 of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. 355) or the license issued under section 351 of the Public Health Service Act (42 U.S.C. 262).

  This clearly defines who qualifies as a drug manufacturer for the purposes of the new disclosures.

Action History

1. May 17, 2018

   Introduced in Senate

2. May 17, 2018

   Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Sponsors

• Tina Smith · Primary

Subjects