Us Congress 2023-2024 Regular Session

Us Congress Senate Bill SB1799

Introduced
6/1/23  

Caption

Putting Investors First Act of 2023

Impact

The bill also mandates that investment advisors, asset managers, and pension funds with considerable assets under management disclose how they use proxy advisory services in their voting decisions. This includes reporting on the adherence to recommendations made by these advisory firms and explaining how such recommendations align with the fiduciary duties owed to their clients. The goal is to improve the economic interests and transparency for investors as they interact with these advisory services.

Summary

SB1799, known as the 'Putting Investors First Act of 2023', is designed to amend the Securities Exchange Act of 1934 by establishing a registration requirement for proxy advisory firms. This legislation seeks to enhance transparency and accountability in the operations of these firms, which provide voting advice to investors. Under this bill, proxy advisory firms are obliged to register with the Securities and Exchange Commission (SEC), offering a foundation for regulatory oversight in the proxy advisory industry.

Conclusion

Overall, the implementation of SB1799 could reshape the dynamics between investors and proxy advisory firms, strengthen the integrity of the voting process, and enhance investor confidence in the advisement received. As the bill progresses through the legislative process, careful evaluation will be necessary to balance regulatory oversight with the preservation of shareholder rights.

Contention

A point of contention in discussions surrounding SB1799 is its potential impact on shareholder proposals. By tightening the processes through which shareholder proposals are evaluated and voted upon, including raising thresholds for resubmission of such proposals, critics argue that the bill may limit the ability of shareholders to voice their opinions and influence corporate governance. Supporters, however, assert that this will prevent frivolous proposals from burdening companies, ensuring that attention is directed to more significant governance issues.

Companion Bills

US HB448

Same As Putting Investors First Act of 2023 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. With respect to these firms, the bill (1) establishes procedures for both registration and termination of registration; (2) requires each firm to employ an ombudsman, designate a compliance officer, and publicly disclose conflicts of interest; (3) allows issuers to assess and comment on proxy voting recommendations; and (4) prohibits unfair, coercive, or abusive practices. The bill 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.

Previously Filed As

US HB448

Putting Investors First Act of 2023 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. With respect to these firms, the bill (1) establishes procedures for both registration and termination of registration; (2) requires each firm to employ an ombudsman, designate a compliance officer, and publicly disclose conflicts of interest; (3) allows issuers to assess and comment on proxy voting recommendations; and (4) prohibits unfair, coercive, or abusive practices. The bill 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.

Similar Bills

No similar bills found.