118 HR 4655 RH: Businesses Over Activists Act U.S. House of Representatives 2023-12-19 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.

IBUnion Calendar No. 265118th CONGRESS1st SessionH. R. 4655[Report No. 118–326]IN THE HOUSE OF REPRESENTATIVESJuly 14, 2023Mr. Norman introduced the following bill; which was referred to the Committee on Financial ServicesDecember 19, 2023Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printedStrike out all after the enacting clause and insert the part printed in italicFor text of introduced bill, see copy of bill as introduced on July 14, 2023A BILLTo amend the Securities Exchange Act of 1934 to prohibit the Securities and Exchange Commission from compelling the inclusion or discussion of shareholder proposals or proxy or consent solicitation materials, and for other purposes.

1.

Short title

This Act may be cited as the Businesses Over Activists Act.

2.

Limitation with respect to compelling the inclusion or discussion of shareholder proposals

Section 14(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(a)) is amended by adding at the end the following: (3)

Limitation with respect to compelling inclusion or discussion of shareholder proposals

Except as provided in paragraph (2), the Commission may not compel an issuer to include in a proxy statement of the issuer—(A)any shareholder proposal; or(B)any discussion (either from the issuer or otherwise) related to a shareholder proposal contained in the proxy statement.(4)

Rule of construction relating to State authority

Nothing in this Act or any other securities law shall be construed to provide the Commission the authority to preempt the State regulation of shareholder proposals or proxy or consent solicitation materials..

December 19, 2023Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed