; and (ii) conceding to the demands of the political actors without undertaking due care. (8) The prominent, open, and public facial violation of these norms by large corporate issuers that are significant to the national economy undermine the commercial purpose and nationwide availability of the national market system for securities by spending corporate resources on noncommercial and divisive, political and partisan causes. (9) The threat these actions pose to the national market system for securities establishes a public interest in ensuring large corporate issuers that are significant to the national economy— (A) have adequate internal procedural mechanisms to ensure the accountability of boards of directors and other corporate actors with respect to their adherence with the norms described in this section; and (B) do not unduly burden the ability of stockholders to assert claims for breach of fiduciary duty under State law where the actions at issue in such claims facially violates those norms. 3. Listing requirement relating to procedural privileges for certain shareholder claims The Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq. ) is amended by inserting after section 10D ( 15 U.S.C. 78j–4 ) the following: 10E. Procedural privileges for certain shareholder claims (a) Definitions In this section: (1) Claimant The term claimant means— (A) a person that brings a covered claim; or (B) if a covered claim is brought as a class action, the representative of the class in that action. (2) Controller The term controller means any person or entity that has control, directly or indirectly, by any means (as those terms are defined under applicable State law), over the board of directors of an issuer— (A) generally