To amend the Securities Exchange Act of 1934 to provide for the registration of proxy advisory firms, and for other purposes. 2023-07-12 Introduced in House This bill requires a proxy advisory firm to register with the Securities and Exchange Commission and prohibits an unregistered proxy advisory firm from using interstate commerce to provide proxy-voting advice, research, analysis, or recommendations to any client. (Proxy advisory firms provide voting services and advice to institutional investors in public companies for proposals presented at shareholder meetings.)

With respect to these firms, the bill establishes procedures and requirements for registration. Firms must certify that they will only provide advice that is in the best economic interest of the shareholders and that they have the experience to do so. The bill also requires each firm to employ an ombudsman, designate a compliance officer, and publicly disclose conflicts of interest and specified contact with outside entities.

Firms must provide issuers that are the subjects of the voting recommendations with the opportunity to access the data and information used to make recommendations and to provide the firm with any comments or corrections.

The bill (1) establishes a private right of action against a proxy advisory firm that endorses an approved proposal that is not supported by the issuer and is found to be illegal; and (2) prohibits unfair, coercive, or abusive practices by these firms.

]]> text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. Congressional Research Service, Library of Congress This file contains bill summaries for federal legislation. A bill summary describes the most significant provisions of a piece of legislation and details the effects the legislative text may have on current law and federal programs. Bill summaries are authored by the Congressional Research Service (CRS) of the Library of Congress. As stated in Public Law 91-510 (2 USC 166 (d)(6)), one of the duties of CRS is "to prepare summaries and digests of bills and resolutions of a public general nature introduced in the Senate or House of Representatives". For more information, refer to the User Guide that accompanies this file.