SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Prioritizing Economic Growth Over Woke Policies Act’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
DIVISION A—GUARDRAIL ACT OF 2023 
Sec. 1001. Short title; table of contents. 
TITLE I—MANDATORY MATERIALITY REQUIREMENT 
Sec. 1101. Limitation on disclosure requirements. 
TITLE II—SEC JUSTIFICATION OF NON-MATERIAL DISCLOSURE 
MANDATES 
Sec. 1201. SEC justification of non-material disclosure mandates. 
TITLE III—PUBLIC COMPANY ADVISORY COMMITTEE 
Sec. 1301. Public Company Advisory Committee. 
TITLE IV—PROTECTING U.S. BUSINESS SOVEREIGNTY 
Sec. 1401. Study on detrimental impact of the Directive on Corporate Sustain-
ability Due Diligence and Corporate Sustainability Reporting 
Directive. 
DIVISION B—BUSINESSES OVER ACTIVISTS ACT 
Sec. 2001. Short title. 
Sec. 2002. Limitation with respect to compelling the inclusion or discussion of 
shareholder proposals. 
DIVISION C—PROTECTING AMERICANS’ RETIREMENT SAVINGS 
FROM POLITICS ACT 
Sec. 3001. Short title; Table of contents. 
TITLE I—PERFORMANCE OVER POLITICS 
Sec. 3101. Exclusion of certain substantially similar shareholder proposals. 
TITLE II—NO EXPENSIVE, STIFLING GOVERNANCE 
Sec. 3201. Exclusion of certain shareholder proposals. 
TITLE III—EXCLUSION OF CERTAIN ESG SHAREHOLDER 
PROPOSALS 
Sec. 3301. Exclusion of certain ESG shareholder proposals.
TITLE IV—EXCLUSIONS AVAILABLE REGARDLESS OF 
SIGNIFICANT SOCIAL POLICY ISSUE 
Sec. 3401. Exclusions available regardless of significant social policy issue. 
TITLE V—CORPORATE GOVERNANCE EXAMINATION 
Sec. 3501. Study of certain issues with respect to shareholder proposals, proxy 
advisory firms, and the proxy process. 
TITLE VI—REGISTRATION OF PROXY ADVISORY FIRMS 
Sec. 3601. Registration of proxy advisory firms. 
TITLE VII—LIABILITY FOR CERTAIN FAILURES TO DISCLOSE MA-
TERIAL 
INFORMATION 
OR 
MAKING 
OF 
MATERIAL 
MISSTATEMENTS 
Sec. 3701. Liability for certain failures to disclose material information or mak-
ing of material misstatements. 
TITLE VIII—DUTIES OF INVESTMENT ADVISORS, ASSET 
MANAGERS, AND PENSION FUNDS 
Sec. 3801. Duties of investment advisors, asset managers, and pension funds. 
TITLE IX—PROTECTING AMERICANS’ SAVINGS 
Sec. 3901. Requirements related to proxy voting. 
TITLE X—EMPOWERING SHAREHOLDERS 
Sec. 3911. Proxy voting of passively managed funds. 
TITLE XI—PROTECTING RETAIL INVESTORS’ SAVINGS 
Sec. 3921. Best interest based on pecuniary factors. 
Sec. 3922. Study on climate change and other environmental disclosures in mu-
nicipal bond market. 
Sec. 3923. Study on solicitation of municipal securities business. 
DIVISION D—AMERICAN FIRST ACT OF 2023 
Sec. 4001. Short title; Table of contents. 
TITLE I—STOP EXECUTIVE CAPTURE OF BANKING REGULATORS 
Sec. 4101. Report on the implementation of recommendations from the FSOC 
Chairperson and Executive Orders. 
TITLE II—ENSURING U.S. AUTHORITY OVER U.S. BANKING 
REGULATIONS 
Sec. 4201. Requirements in connection with rulemakings implementing policies 
of non-governmental international organizations. 
Sec. 4202. Report on certain climate-related interactions with covered inter-
national organizations. 
TITLE III—BANKING REGULATOR INTERNATIONAL REPORTING
Sec. 4301. Reporting on interactions with non-governmental international orga-
nizations. 
TITLE IV—SUPERVISION REFORM 
Sec. 4401. Removal of the Vice Chairman for Supervision designation. 
DIVISION E—LIMITATION ON SEC RESERVE FUND 
Sec. 5001. Limitation. 
DIVISION A—GUARDRAIL ACT OF 
2023 
SEC. 1001. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This division may be cited as the 
‘‘Guiding Uniform and Responsible Disclosure Require-
ments and Information Limits Act of 2023’’ or the 
‘‘GUARDRAIL Act of 2023’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this division is as follows: 
Sec. 1001. Short title; table of contents. 
TITLE I—MANDATORY MATERIALITY REQUIREMENT 
Sec. 1101. Limitation on disclosure requirements. 
TITLE II—SEC JUSTIFICATION OF NON-MATERIAL DISCLOSURE 
MANDATES 
Sec. 1201. SEC justification of non-material disclosure mandates. 
TITLE III—PUBLIC COMPANY ADVISORY COMMITTEE 
Sec. 1301. Public Company Advisory Committee. 
TITLE IV—PROTECTING U.S. BUSINESS SOVEREIGNTY 
Sec. 1401. Study on detrimental impact of the Directive on Corporate Sustain-
ability Due Diligence and Corporate Sustainability Reporting 
Directive.
TITLE I—MANDATORY 
MATERIALITY REQUIREMENT 
SEC. 1101. LIMITATION ON DISCLOSURE REQUIREMENTS. 
(a) SECURITIES ACT OF 1933.—Section 2(b) of the 
Securities Act of 1933 (15 U.S.C. 77b(b)) is amended— 
(1) in the subsection heading, by inserting ‘‘; 
LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 
‘‘FORMATION’’; 
(2) by striking ‘‘Whenever’’ and inserting the 
following: 
‘‘(1) IN GENERAL.—Whenever’’; and 
(3) by adding at the end the following: 
‘‘(2) LIMITATION.— 
‘‘(A) IN GENERAL.—Whenever pursuant to 
this title the Commission is engaged in rule-
making regarding disclosure obligations of 
issuers, the Commission shall expressly provide 
that an issuer is only required to disclose infor-
mation in response to such disclosure obliga-
tions to the extent the issuer has determined 
that such information is material with respect 
to a voting or investment decision regarding the 
securities of such issuer. 
‘‘(B) APPLICABILITY.—Subparagraph (A) 
shall not apply with respect to the removal of
any disclosure requirement with respect to an 
issuer. 
‘‘(C) RULE OF CONSTRUCTION.—For the 
purposes of this paragraph, information is con-
sidered material with respect to a voting or in-
vestment decision regarding the securities of an 
issuer if there is a substantial likelihood that a 
reasonable investor would view the failure to 
disclose that information as having significantly 
altered the total mix of information made avail-
able to the investor.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(f) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(f)) is amended— 
(1) in the subsection heading, by inserting ‘‘; 
LIMITATION ON DISCLOSURE REQUIREMENTS’’ after 
‘‘FORMATION’’; 
(2) by striking ‘‘Whenever’’ and inserting the 
following: 
‘‘(1) IN GENERAL.—Whenever’’; and 
(3) by adding at the end the following: 
‘‘(2) LIMITATION.— 
‘‘(A) IN GENERAL.—Whenever pursuant to 
this title the Commission is engaged in rule-
making regarding disclosure obligations of
issuers, the Commission shall expressly provide 
that an issuer is only required to disclose infor-
mation in response to such disclosure obliga-
tions to the extent the issuer has determined 
that such information is material with respect 
to a voting or investment decision regarding the 
securities of such issuer. 
‘‘(B) APPLICABILITY.—Subparagraph (A) 
shall not apply with respect to the removal of 
any disclosure requirement with respect to an 
issuer. 
‘‘(C) RULE OF CONSTRUCTION.—For the 
purposes of this paragraph, information is con-
sidered material with respect to a voting or in-
vestment decision regarding the securities of an 
issuer if there is a substantial likelihood that a 
reasonable investor would view the failure to 
disclose that information as having significantly 
altered the total mix of information made avail-
able to the investor.’’.
TITLE 
II—SEC 
JUSTIFICATION 
OF NON-MATERIAL DISCLO-
SURE MANDATES 
SEC. 1201. SEC JUSTIFICATION OF NON-MATERIAL DISCLO-
SURE MANDATES. 
Section 23 of the Securities Exchange Act of 1934 
(15 U.S.C. 78w) is amended by adding at the end the fol-
lowing: 
‘‘(e) NON-MATERIAL DISCLOSURE MANDATES.— 
‘‘(1) 
DISCLOSURE.—The 
Commission 
shall 
maintain a list on the website of the Commission 
that contains— 
‘‘(A) each mandate under the Federal se-
curities laws and regulations that requires the 
disclosure of non-material information; and 
‘‘(B) for each such disclosure mandate, an 
explanation of why the mandate is required. 
‘‘(2) STUDY
AND
REPORT.—The Commission 
shall, every 5 years, issue a report to the Congress 
justifying each disclosure contained on the list re-
quired under paragraph (1). 
‘‘(3) NO PRIVATE LIABILITY FOR FAILING TO 
MAKE
A
NON-MATERIAL
DISCLOSURE.—A person 
who fails to disclose non-material information re-
quired to be disclosed under the Federal securities
laws or regulations shall not be liable for such fail-
ure in any private action.’’. 
TITLE III—PUBLIC COMPANY 
ADVISORY COMMITTEE 
SEC. 1301. PUBLIC COMPANY ADVISORY COMMITTEE. 
The Securities Exchange Act of 1934 is amended by 
inserting after section 40 (15 U.S.C. 78qq) the following: 
‘‘SEC. 40A. PUBLIC COMPANY ADVISORY COMMITTEE. 
‘‘(a) ESTABLISHMENT AND PURPOSE.— 
‘‘(1) ESTABLISHMENT.—There is established 
within the Commission the Public Company Advi-
sory Committee (referred to in this section as the 
‘Committee’). 
‘‘(2) PURPOSE.—The Committee shall— 
‘‘(A) provide the Commission with advice 
on its rules, regulations, and policies with re-
gard to its mission of protecting investors, 
maintaining fair, orderly, and efficient markets, 
and facilitating capital formation, as they relate 
to— 
‘‘(i) existing and emerging regulatory 
priorities of the Commission; 
‘‘(ii) issues relating to the public re-
porting and corporate governance of public 
companies;
‘‘(iii) issues relating to the proxy proc-
ess for shareholder meetings held by public 
companies; 
‘‘(iv) issues relating to trading in the 
securities of public companies; and 
‘‘(v) issues relating to capital forma-
tion; and 
‘‘(B) submit to the Commission such find-
ings and recommendations as the Committee 
determines are appropriate, including rec-
ommendations for proposed regulatory and leg-
islative changes. 
‘‘(b) MEMBERSHIP.— 
‘‘(1) IN
GENERAL.—The membership of the 
Committee shall be not fewer than 10, and not more 
than 20, members appointed by the Commission 
from among individuals who— 
‘‘(A) are officers, directors, or senior offi-
cials of public companies registered with the 
Commission under the Securities Act or 1933 
and this Act, except for those public companies 
that own asset management, fixed income, in-
vestment advisory, broker-dealer, or proxy serv-
ices businesses;
‘‘(B) are executives or other individuals 
with senior managerial responsibility in busi-
ness, professional, trade, and industry associa-
tions that represent the interests of such public 
companies; or 
‘‘(C) are professional advisers and service 
providers to such public companies (including 
attorneys, accountants, investment bankers, and 
financial advisers). 
‘‘(2) QUALIFICATIONS.—At least 50 percent of 
the Committee membership shall be drawn from in-
dividuals who would qualify for membership under 
paragraph (1)(A). 
‘‘(3) TERM.— 
‘‘(A) IN GENERAL.—Each member of the 
Committee appointed under paragraph (1) shall 
serve for a term of 4 years. 
‘‘(B) VACANCIES.—Vacancies among the 
members, whether caused by the resignation, 
death, removal, expiration of a term, or other-
wise, will be filled consistent with the Commis-
sion’s procedures then in effect. 
‘‘(C) STAGGERED TERMS.—The members 
of the Committee shall serve staggered terms,
with one-third of the initial members of the 
Committee each serving for 1, 2, or 3 years. 
‘‘(4) MEMBERS NOT ON OTHER ADVISORY COM-
MITTEES.—Public companies and other organiza-
tions that are currently represented on any other 
Commission Advisory Committee are not eligible to 
have representatives also serve on the Public Com-
pany Advisory Committee. 
‘‘(5) MEMBERS
NOT
COMMISSION
EMPLOY-
EES.— Members appointed under paragraph (1) 
shall not be considered to be employees or agents of 
the Commission solely because of membership on the 
Committee. 
‘‘(c) CHAIR; VICE CHAIR; SECRETARY; ASSISTANT 
SECRETARY.— 
‘‘(1) IN GENERAL.—The members of the Com-
mittee shall elect, from among the members of the 
Committee— 
‘‘(A) a Chair; 
‘‘(B) a Vice Chair; 
‘‘(C) a Secretary; and 
‘‘(D) an Assistant Secretary. 
‘‘(2) TERM.—Each member elected under para-
graph (1) shall serve for a term of two years in the
capacity the member was elected under paragraph 
(1). 
‘‘(3) SUBCOMMITTEES.—The Chair may create 
subcommittees that hold public or non-public meet-
ings and provide recommendations to the full Com-
mittee. 
‘‘(d) MEETINGS.— 
‘‘(1) FREQUENCY
OF
MEETINGS.—The Com-
mittee shall meet— 
‘‘(A) not less frequently than twice annu-
ally, at the call of the Chair of the Committee; 
and 
‘‘(B) from time to time, at the call of the 
Commission. 
‘‘(2) NOTICE.—The Chair of the Committee 
shall give the members of the Committee written no-
tice of each meeting, not later than two weeks before 
the date of the meeting. 
‘‘(e) COMPENSATION
AND TRAVEL EXPENSES.— 
Each member of the Committee who is not a full-time em-
ployee of the United States shall— 
‘‘(1) be entitled to receive compensation at a 
rate not to exceed the daily equivalent of the annual 
rate of basic pay in effect for a position at level V 
of the Executive Schedule under section 5316 of title
‘‘(h) COMMITTEE FINDINGS.—Nothing in this section 
shall require the Commission to agree to or act upon any 
finding or recommendation of the Committee. 
‘‘(i) NONAPPLICABILITY OF FACA.—Chapter 10 of 
part I of title 5, United States Code, shall not apply to 
the Committee and its activities.’’. 
TITLE IV—PROTECTING U.S. 
BUSINESS SOVEREIGNTY 
SEC. 1401. STUDY ON DETRIMENTAL IMPACT OF THE DI-
RECTIVE ON CORPORATE SUSTAINABILITY 
DUE DILIGENCE AND CORPORATE SUSTAIN-
ABILITY REPORTING DIRECTIVE. 
(a) STUDY.—The Securities and Exchange Commis-
sion shall conduct a study to examine and evaluate— 
(1) the detrimental impact and potential detri-
mental impact of each of the Directives on— 
(A) United States companies, consumers, 
and investors; and 
(B) the economy of the United States; 
(2) the extent to which each of the Directives 
aligns with international conventions and declara-
tions on human rights and environmental obliga-
tions; and 
(3) the legal basis for the extraterritorial reach 
of each of the Directives.
(b) REPORT.—Not later than 1 year after the date 
of the enactment of this Act, the Securities and Exchange 
Commission shall submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate, the Committee 
on Financial Services of the House of Representatives, the 
Secretary of State, the Secretary of Commerce, and the 
United States Trade Representative a report that in-
cludes— 
(1) the results of the study conducted under 
this section; and 
(2) recommendations for policymakers and rel-
evant stakeholders on potential mitigating measures, 
alternative approaches, or modifications to each of 
the Directives that would address any concerns iden-
tified in the study. 
(c) ACCESS TO INFORMATION.—The Securities and 
Exchange Commission may request from private entities 
such relevant data and information as the Securities and 
Exchange Commission determines necessary to carry out 
the study required under this section and such private en-
tities shall provide such requested data and information 
to the Securities and Exchange Commission. 
(d) DIRECTIVES DEFINED.—In this section the term 
‘‘Directives’’ means—
(1) the proposed directive entitled ‘‘Corporate 
Sustainability Due Diligence’’ adopted by the Euro-
pean Commission on February 23, 2022; and 
(2) the Corporate Sustainability Reporting Di-
rective of the European Commission effective Janu-
ary 5, 2023. 
DIVISION B—BUSINESSES OVER 
ACTIVISTS ACT 
SEC. 2001. SHORT TITLE. 
This division may be cited as the ‘‘Businesses Over 
Activists Act’’. 
SEC. 2002. LIMITATION WITH RESPECT TO COMPELLING 
THE INCLUSION OR DISCUSSION OF SHARE-
HOLDER 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 COMPEL-
LING 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 reg-
ulation of shareholder proposals or proxy or consent 
solicitation materials.’’. 
DIVISION 
C—PROTECTING 
AMERICANS’ 
RETIREMENT 
SAVINGS FROM POLITICS ACT 
SEC. 3001. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This division may be cited as the 
‘‘Protecting Americans’ Retirement Savings from Politics 
Act’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this division is as follows: 
Sec. 3001. Short title; Table of contents. 
TITLE I—PERFORMANCE OVER POLITICS 
Sec. 3101. Exclusion of certain substantially similar shareholder proposals. 
TITLE II—NO EXPENSIVE, STIFLING GOVERNANCE 
Sec. 3201. Exclusion of certain shareholder proposals. 
TITLE III—EXCLUSION OF CERTAIN ESG SHAREHOLDER 
PROPOSALS 
Sec. 3301. Exclusion of certain ESG shareholder proposals. 
TITLE IV—EXCLUSIONS AVAILABLE REGARDLESS OF 
SIGNIFICANT SOCIAL POLICY ISSUE
Sec. 3401. Exclusions available regardless of significant social policy issue. 
TITLE V—CORPORATE GOVERNANCE EXAMINATION 
Sec. 3501. Study of certain issues with respect to shareholder proposals, proxy 
advisory firms, and the proxy process. 
TITLE VI—REGISTRATION OF PROXY ADVISORY FIRMS 
Sec. 3601. Registration of proxy advisory firms. 
TITLE VII—LIABILITY FOR CERTAIN FAILURES TO DISCLOSE MA-
TERIAL 
INFORMATION 
OR 
MAKING 
OF 
MATERIAL 
MISSTATEMENTS 
Sec. 3701. Liability for certain failures to disclose material information or mak-
ing of material misstatements. 
TITLE VIII—DUTIES OF INVESTMENT ADVISORS, ASSET 
MANAGERS, AND PENSION FUNDS 
Sec. 3801. Duties of investment advisors, asset managers, and pension funds. 
TITLE IX—PROTECTING AMERICANS’ SAVINGS 
Sec. 3901. Requirements related to proxy voting. 
TITLE X—EMPOWERING SHAREHOLDERS 
Sec. 3911. Proxy voting of passively managed funds. 
TITLE XI—PROTECTING RETAIL INVESTORS’ SAVINGS 
Sec. 3921. Best interest based on pecuniary factors. 
Sec. 3922. Study on climate change and other environmental disclosures in mu-
nicipal bond market. 
Sec. 3923. Study on solicitation of municipal securities business. 
TITLE I—PERFORMANCE OVER 
POLITICS 
SEC. 3101. EXCLUSION OF CERTAIN SUBSTANTIALLY SIMI-
LAR SHAREHOLDER PROPOSALS. 
The Securities and Exchange Commission shall revise 
the resubmission requirements in section 240.14a-8(i)(12) 
of title 17, Code of Federal Regulations, to provide that 
a shareholder proposal may be excluded by an issuer from 
its proxy or consent solicitation material for a meeting of 
the shareholders of such issuer if the shareholder proposal
addresses substantially the same subject matter as a pro-
posal, or proposals, previously included in the proxy or 
consent solicitation material for a meeting of the share-
holders of such issuer— 
(1) for a meeting of the shareholders conducted 
in the preceding 5 calendar years; and 
(2) if the most recent vote— 
(A) occurred in the preceding 3 calendar 
years; and 
(B)(i) if voted on once during such 5-year 
period, received less than 10 percent of the 
votes cast; 
(ii) if voted on twice during such 5-year 
period, received less than 20 percent of the 
votes cast; or 
(iii) if voted on three or more times during 
such 5-year period, received less than 40 per-
cent of the votes cast. 
TITLE II—NO EXPENSIVE, 
STIFLING GOVERNANCE 
SEC. 3201. EXCLUSION OF CERTAIN SHAREHOLDER PRO-
POSALS. 
(a) EXCLUSION OF CERTAIN SHAREHOLDER PRO-
POSALS.—A shareholder proposal submitted to an issuer 
pursuant to section 240.14a-8 of title 17, Code of Federal
Regulations, may be excluded by an issuer from its proxy 
or consent solicitation material for a meeting of the share-
holders of such issuer if the shareholder proposal— 
(1) has been substantially implemented by the 
issuer by implementing policies, practices, or proce-
dures that compare favorably with the guidelines of 
the proposal and address the proposal’s underlying 
concerns; or 
(2) substantially duplicates by having the same 
principal thrust or principal focus as another pro-
posal previously submitted to the issuer by another 
proponent that will be included in such material. 
(b) NULLIFICATION OF PROPOSED RULE.—The Se-
curities and Exchange Commission may not finalize or 
apply the positions contained in the proposed rule entitled 
‘‘Substantial Implementation, Duplication, and Resubmis-
sion of Shareholder Proposals under Exchange Act Rule 
14a-8’’ (87 Fed. Reg. 45052), issue any substantially 
similar rule, or apply any substantially similar rule, in-
cluding with respect to a no-action or other interpretive 
request.
TITLE III—EXCLUSION OF CER-
TAIN 
ESG 
SHAREHOLDER 
PROPOSALS 
SEC. 3301. EXCLUSION OF CERTAIN ESG SHAREHOLDER 
PROPOSALS. 
A shareholder proposal submitted to an issuer pursu-
ant to section 240.14a-8 of title 17, Code of Federal Regu-
lations, may be excluded by an issuer from its proxy or 
consent solicitation material for a meeting of the share-
holders of such issuer if the subject matter of the share-
holder proposal is environmental, social, or political (or a 
similar subject matter). 
TITLE IV—EXCLUSIONS AVAIL-
ABLE REGARDLESS OF SIG-
NIFICANT 
SOCIAL 
POLICY 
ISSUE 
SEC. 3401. EXCLUSIONS AVAILABLE REGARDLESS OF SIG-
NIFICANT SOCIAL POLICY ISSUE. 
An issuer may exclude a shareholder proposal pursu-
ant to section 240.14a-8(i) of title 17, Code of Federal 
Regulations, without regard to whether such shareholder 
proposal relates to a significant social policy issue.
TITLE V—CORPORATE 
GOVERNANCE EXAMINATION 
SEC. 3501. STUDY OF CERTAIN ISSUES WITH RESPECT TO 
SHAREHOLDER PROPOSALS, PROXY ADVI-
SORY FIRMS, AND THE PROXY PROCESS. 
Section 4(j) of the Securities Exchange Act of 1934 
(15 U.S.C. 78d(j)) is amended by adding at the end the 
following: 
‘‘(10) STUDY
OF
CERTAIN
ISSUES
WITH
RE-
SPECT TO SHAREHOLDER PROPOSALS, PROXY ADVI-
SORY FIRMS, AND THE PROXY PROCESS.— 
‘‘(A) IN
GENERAL.—Not later than 180 
days after the date of the enactment of this 
paragraph, and every 5 years thereafter, the 
Commission shall conduct a comprehensive 
study on shareholder proposals, proxy advisory 
firms, and the proxy process. 
‘‘(B) SCOPE OF STUDY.—The studies re-
quired under subparagraph (A) shall cover— 
‘‘(i) the previous 10 years, with re-
spect to the initial study; and 
‘‘(ii) the previous 5 years, with respect 
to each other study.
‘‘(C) CONTENTS.—Each study required 
under subparagraph (A) shall address the fol-
lowing issues: 
‘‘(i) The financial and other incentives 
and obligations of all groups involved in 
the proxy process. 
‘‘(ii) A consideration of whether finan-
cial and other incentives have created a 
process that no longer serves the economic 
interests of long-term retail investors. 
‘‘(iii) An analysis of whether regula-
tions and financial incentives have created 
and protected the outsized influence of 
proxy advisors or a duopoly in proxy ad-
vice, and if so, what are the benefits and 
costs of that outsized influence or duopoly. 
‘‘(iv) The costs incurred by issuers in 
responding to politically-, environmentally- 
, or socially-motivated shareholder pro-
posals. 
‘‘(v) An assessment, including a cost- 
benefit analysis, of the adequacy of the 
current submission thresholds in Rule 14a- 
8 (17 CFR 240.14a-8) to ensure that 
shareholder proponents have demonstrated
a meaningful economic stake in a com-
pany, which is appropriate to effectively 
serve markets and shareholders at large. 
‘‘(vi) An examination of the extent to 
which the politicization of the shareholder 
proposal process is increasing the oper-
ating costs of public companies. 
‘‘(vii) An analysis of the impact that 
shareholder proposals have on discouraging 
private companies from going public. 
‘‘(viii) An evaluation of the risk that 
shareholder proposals may contribute to 
the balkanization of the U.S. economy over 
time. 
‘‘(ix) A thorough assessment of the 
economic analysis, if any, conducted by 
proxy advisory firms and institutional 
shareholders when recommending or voting 
in favor of shareholder proposals. 
‘‘(x) A review of the extent to which 
institutional investors, who owe fiduciary 
duties, rely on proxy advisory firm rec-
ommendations. 
‘‘(xi) An assessment of whether, in 
light of their significant influence on cor-
porate actions and vote outcomes, proxy 
advisors are subject to sufficient and effec-
tive regulation to ensure that their policies 
and recommendations are accurate, free of 
conflicts, and benefit the economic best in-
terest of shareholders at large. 
‘‘(D) REPORT.—At the completion of each 
study required under subparagraph (A) the 
Commission shall issue a report to the Com-
mittee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial 
Services of the House of Representatives that 
includes the results of the study.’’. 
TITLE VI—REGISTRATION OF 
PROXY ADVISORY FIRMS 
SEC. 3601. REGISTRATION OF PROXY ADVISORY FIRMS. 
(a) AMENDMENT.—The Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.) is amended by inserting after 
section 15G the following new section: 
‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 
‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful 
for a proxy advisory firm to make use of the mails or any 
means or instrumentality of interstate commerce to pro-
vide proxy voting advice, research, analysis, ratings or rec-
ommendations to any client, unless such proxy advisory 
firm is registered under this section. 
‘‘(b) REGISTRATION PROCEDURES.— 
‘‘(1) APPLICATION FOR REGISTRATION.— 
‘‘(A) IN GENERAL.—A proxy advisory firm 
shall file with the Commission an application 
for registration, in such form as the Commis-
sion shall require, by rule, and containing the 
information described in subparagraph (B). 
‘‘(B) REQUIRED INFORMATION.—An appli-
cation for registration under this section shall 
contain— 
‘‘(i) a certification that the applicant 
is able to consistently provide proxy advice 
based on accurate information; 
‘‘(ii) with respect to clients of the ap-
plicant that vote shares held on behalf of 
shareholders, a certification that the appli-
cant— 
‘‘(I) will provide proxy voting ad-
vice only in the best economic interest 
of those shareholders; and 
‘‘(II) has the requisite expertise 
to ensure that voting recommenda-
tions are in the best economic interest 
of those shareholders; 
‘‘(iii) information on the procedures 
and methodologies that the applicant uses 
to ensure that proxy voting recommenda-
tions are in the best economic interest of 
the ultimate shareholders; 
‘‘(iv) information on the organiza-
tional structure of the applicant; 
‘‘(v) an explanation of whether or not 
the applicant has in effect a code of ethics, 
and if not, the reasons therefor; 
‘‘(vi) a description of any potential or 
actual conflict of interest relating to the 
provision of proxy advisory services, includ-
ing those arising out of or resulting from 
the ownership structure of the applicant or 
the provision of other services by the appli-
cant or any person associated with the ap-
plicant; 
‘‘(vii) the policies and procedures in 
place to publicly disclose and manage con-
flicts of interest under subsection (f); 
‘‘(viii) information related to the pro-
fessional and academic qualifications of
staff tasked with providing proxy advisory 
services; and 
‘‘(ix) any other information and docu-
ments concerning the applicant and any 
person associated with such applicant as 
the Commission, by rule, may prescribe as 
necessary or appropriate in the public in-
terest or for the protection of investors. 
‘‘(2) REVIEW OF APPLICATION.— 
‘‘(A) INITIAL DETERMINATION.—Not later 
than 90 days after the date on which the appli-
cation for registration is filed with the Commis-
sion under paragraph (1) (or within such longer 
period as to which the applicant consents) the 
Commission shall— 
‘‘(i) by order, grant registration; or 
‘‘(ii) institute proceedings to deter-
mine whether registration should be de-
nied. 
‘‘(B) CONDUCT OF PROCEEDINGS.— 
‘‘(i) CONTENT.—Proceedings referred 
to in subparagraph (A)(ii) shall— 
‘‘(I) include notice of the grounds 
for denial under consideration and an 
opportunity for hearing; and
‘‘(II) be concluded not later than 
120 days after the date on which the 
application for registration is filed 
with the Commission under paragraph 
(1). 
‘‘(ii) DETERMINATION.—At the con-
clusion of such proceedings, the Commis-
sion, by order, shall grant or deny such ap-
plication for registration. 
‘‘(iii) EXTENSION AUTHORIZED.—The 
Commission may extend the time for con-
clusion of such proceedings for not longer 
than 90 days, if the Commission finds 
good cause for such extension and pub-
lishes its reasons for so finding, or for such 
longer period as to which the applicant 
consents. 
‘‘(C) GROUNDS FOR DECISION.—The Com-
mission shall grant registration under this sub-
section— 
‘‘(i) if the Commission finds that the 
requirements of this section are satisfied; 
and
‘‘(ii) unless the Commission finds (in 
which case the Commission shall deny such 
registration) that— 
‘‘(I) the applicant has failed to 
certify to the Commission’s satisfac-
tion that it is able to consistently pro-
vide proxy advice based on accurate 
information and to materially comply 
with the procedures and methodolo-
gies disclosed under paragraph (1)(B) 
and with subsections (f) and (g); or 
‘‘(II) if the applicant were so reg-
istered, its registration would be sub-
ject to suspension or revocation under 
subsection (d). 
‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 
Subject to section 24, the Commission shall make 
the information and documents submitted to the 
Commission by a proxy advisory firm in its com-
pleted application for registration, or in any amend-
ment submitted under paragraph (1) or (2) of sub-
section (c), publicly available on the Commission’s 
website, or through another comparable, readily ac-
cessible means. 
‘‘(c) UPDATE OF REGISTRATION.—
‘‘(1) UPDATE.—Each registered proxy advisory 
firm shall promptly amend and update its applica-
tion for registration under this section if any infor-
mation or document provided therein becomes mate-
rially inaccurate, except that a registered proxy advi-
sory firm is not required to amend the information 
required to be filed under subsection (b)(1)(B)(i) by 
filing information under this paragraph, but shall 
amend such information in the annual submission of 
the organization under paragraph (2) of this sub-
section. 
‘‘(2) CERTIFICATION.—Not later than 90 cal-
endar days after the end of each calendar year, each 
registered proxy advisory firm shall file with the 
Commission an amendment to its registration, in 
such form as the Commission, by rule, may prescribe 
as necessary or appropriate in the public interest or 
for the protection of investors— 
‘‘(A) certifying that the information and 
documents in the application for registration of 
such registered proxy advisory firm continue to 
be accurate in all material respects; and 
‘‘(B) listing any material change that oc-
curred to such information or documents during 
the previous calendar year.
‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG-
ISTRATION; NOTICE AND HEARING.—The Commission, by 
order, shall censure, place limitations on the activities, 
functions, or operations of, suspend for a period not ex-
ceeding 12 months, or revoke the registration of any reg-
istered proxy advisory firm if the Commission finds, on 
the record after notice and opportunity for hearing, that 
such censure, placing of limitations, suspension, or revoca-
tion is necessary for the protection of investors and in the 
public interest and that such registered proxy advisory 
firm, or any person associated with such an organization, 
whether prior to or subsequent to becoming so associ-
ated— 
‘‘(1) has committed or omitted any act, or is 
subject to an order or finding, enumerated in sub-
paragraph (A), (D), (E), (H), or (G) of section 
15(b)(4), has been convicted of any offense specified 
in section 15(b)(4)(B), or is enjoined from any ac-
tion, conduct, or practice specified in subparagraph 
(C) of section 15(b)(4), during the 10-year period 
preceding the date of commencement of the pro-
ceedings under this subsection, or at any time there-
after; 
‘‘(2) has been convicted during the 10-year pe-
riod preceding the date on which an application for
registration is filed with the Commission under this 
section, or at any time thereafter, of— 
‘‘(A) any crime that is punishable by im-
prisonment for 1 or more years, and that is not 
described in section 15(b)(4)(B); or 
‘‘(B) a substantially equivalent crime by a 
foreign court of competent jurisdiction; 
‘‘(3) is subject to any order of the Commission 
barring or suspending the right of the person to be 
associated with a registered proxy advisory firm; 
‘‘(4) fails to furnish the certifications required 
under subsections (b)(2)(C)(ii)(I) and (c)(2); 
‘‘(5) has engaged in one or more prohibited acts 
enumerated in paragraph (1); 
‘‘(6) fails to maintain adequate financial and 
managerial resources to consistently offer advisory 
services to clients that vote shares held on behalf of 
shareholders consistent with the best economic inter-
est of those shareholders, including by failing to 
comply with subsections (f) or (g); 
‘‘(7) fails to maintain adequate expertise to en-
sure that proxy advisory services for clients that vote 
shares held on behalf of shareholders are tied to the 
best economic interest of those shareholders; or
‘‘(8) engages in a prohibited act enumerated in 
subsection (j). 
‘‘(e) TERMINATION OF REGISTRATION.— 
‘‘(1) VOLUNTARY WITHDRAWAL.—A registered 
proxy advisory firm may, upon such terms and con-
ditions as the Commission may establish as nec-
essary in the public interest or for the protection of 
investors, which terms and conditions shall include 
at a minimum that the registered proxy advisory 
firm will no longer conduct such activities as to 
bring it within the definition of proxy advisory firm 
in section 3(a)(82), withdraw from registration by 
filing a written notice of withdrawal to the Commis-
sion. 
‘‘(2) COMMISSION AUTHORITY.—In addition to 
any other authority of the Commission under this 
title, if the Commission finds that a registered proxy 
advisory firm is no longer in existence or has ceased 
to do business as a proxy advisory firm, the Com-
mission, by order, shall cancel the registration under 
this section of such registered proxy advisory firm. 
‘‘(f) MANAGEMENT OF CONFLICTS OF INTEREST.— 
‘‘(1) ORGANIZATION
POLICIES
AND
PROCE-
DURES.—Each registered proxy advisory firm shall 
establish, maintain, and enforce written policies and
procedures reasonably designed, taking into consid-
eration the nature of the business of such registered 
proxy advisory firm and associated persons, to pub-
licly disclose and manage any conflicts of interest 
that arise or would reasonably be expected to arise 
from such business. 
‘‘(2) COMMISSION AUTHORITY.—The Commis-
sion shall, within one year of the date of enactment 
of this section, issue final rules to prohibit, or re-
quire the management and public disclosure of, any 
conflicts of interest relating to the offering of proxy 
advisory services by a registered proxy advisory firm, 
including, without limitation, conflicts of interest re-
lating to— 
‘‘(A) the manner in which a registered 
proxy advisory firm is compensated by the cli-
ent, any affiliate of the client, or any other per-
son for providing proxy advisory services; 
‘‘(B) business relationships, ownership in-
terests, or any other financial or personal inter-
ests between a registered proxy advisory firm, 
or any person associated with such registered 
proxy advisory firm, and any client, or any af-
filiate of such client;
‘‘(C) the formulation of proxy voting poli-
cies; 
‘‘(D) the execution, or assistance with the 
execution, of proxy votes if such votes are based 
upon recommendations made by the proxy advi-
sory firm in which a person other than the 
issuer is a proponent; and 
‘‘(E) any other potential conflict of inter-
est, as the Commission deems necessary or ap-
propriate in the public interest or for the pro-
tection of investors. 
‘‘(3) DISCLOSURE ON FACTORS INFLUENCING 
RECOMMENDATIONS.—Each registered proxy advi-
sory firm shall annually disclose to the Commission 
and make publicly available the economic and other 
factors that a reasonable investor would expect to in-
fluence the recommendations of such proxy advisory 
firm, including the ownership composition of such 
proxy advisory firm and any meetings with, or feed-
back received from, outside entities. 
‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV-
ICES.— 
‘‘(1) IN GENERAL.—Each registered proxy advi-
sory firm shall—
‘‘(A) have staff and other resources suffi-
cient to produce proxy voting recommendations 
that are based on accurate and current infor-
mation and designed for clients that vote shares 
held on behalf of shareholders to advance the 
best economic interest of those shareholders; 
‘‘(B) implement procedures that permit 
issuers that are the subject of proxy voting rec-
ommendations— 
‘‘(i) access in a reasonable time to 
data and information used to make rec-
ommendations; and 
‘‘(ii) a reasonable opportunity to pro-
vide meaningful comment and corrections 
to such data and information, including 
the opportunity to present (in person or 
telephonically) details to the person re-
sponsible for developing such data and in-
formation prior to the publication of proxy 
voting recommendations to clients; 
‘‘(C) employ an ombudsman to receive 
complaints about the accuracy of information 
used in making recommendations from the com-
panies that are the subject of the proxy advi-
sory firm’s voting recommendations and seek to
resolve those complaints in a timely fashion and 
prior to the publication of proxy voting rec-
ommendations to clients; and 
‘‘(D) if the ombudsman is unable to re-
solve a complaint to a company’s satisfaction 
prior to the publication of proxy voting rec-
ommendations to clients, include in the final re-
port of the firm to clients— 
‘‘(i) a statement detailing the com-
pany’s complaints, if requested in writing 
by the company; and 
‘‘(ii) a statement explaining why the 
proxy voting recommendation is in the best 
economic interest of shareholders. 
‘‘(2) DEFINITIONS.—In this subsection: 
‘‘(A) DATA AND INFORMATION USED TO 
MAKE
RECOMMENDATIONS.—The term ‘data 
and information used to make voting rec-
ommendations’— 
‘‘(i) means the financial, operational, 
or descriptive data and information on an 
issuer used by proxy advisory firms and 
any contextual or substantive analysis im-
pacting the recommendation; and
‘‘(ii) does not include the entirety of 
the proxy advisory firm’s final report to its 
clients. 
‘‘(B) REASONABLE TIME.—The term ‘rea-
sonable time’— 
‘‘(i) means not less than 1 week be-
fore the publication of proxy voting rec-
ommendations for clients; and 
‘‘(ii) shall not otherwise interfere with 
a proxy advisory firm’s ability to provide 
its clients with timely access to accurate 
proxy voting research, analysis, or rec-
ommendations. 
‘‘(h) PRIVATE RIGHT OF ACTION WITH RESPECT TO 
ILLEGAL RECOMMENDATIONS.—Any proxy advisory firm 
that endorses a proposal that is not supported by the 
issuer but is approved and subsequently found by a court 
of competent jurisdiction to violate State or Federal law 
shall be liable to the applicable issuer for the costs associ-
ated with the approval of such proposal, including imple-
mentation costs and any penalties incurred by the issuer. 
‘‘(i) DESIGNATION OF COMPLIANCE OFFICER.—Each 
registered proxy advisory firm shall designate an indi-
vidual who reports directly to senior management as re-
sponsible for administering the policies and procedures
that are required to be established pursuant to subsections 
(f) and (g), and for ensuring compliance with the securi-
ties laws and the rules and regulations thereunder, includ-
ing those promulgated by the Commission pursuant to this 
section. 
‘‘(j) PROHIBITED CONDUCT.— 
‘‘(1) PROHIBITED ACTS AND PRACTICES.—Not 
later than one year after the date of enactment of 
this section, the Commission shall issue final rules 
to prohibit any act or practice relating to the offer-
ing of proxy advisory services by a registered proxy 
advisory firm that the Commission determines to be 
unfair, coercive, or abusive, including any act or 
practice relating to— 
‘‘(A) advisory or consulting services (of-
fered directly or indirectly, including through 
an affiliate) related to corporate governance 
issues; or 
‘‘(B) modifying a voting recommendation 
or otherwise departing from its adopted system-
atic procedures and methodologies in the provi-
sion of proxy advisory services, based on wheth-
er an issuer, or affiliate thereof, subscribes or 
will subscribe to other services or product of the
registered proxy advisory firm or any person as-
sociated with such organization. 
‘‘(2) RULE
OF
CONSTRUCTION.—Nothing in 
paragraph (1), or in any rules or regulations adopt-
ed thereunder, may be construed to modify, impair, 
or supersede the operation of any of the antitrust 
laws (as defined in the first section of the Clayton 
Act, except that such term includes section 5 of the 
Federal Trade Commission Act, to the extent that 
such section 5 applies to unfair methods of competi-
tion). 
‘‘(k) STATEMENTS
OF FINANCIAL CONDITION.— 
Each registered proxy advisory firm shall, on a confiden-
tial basis, file with the Commission, at intervals deter-
mined by the Commission, such financial statements, cer-
tified (if required by the rules or regulations of the Com-
mission) by an independent public auditor, and informa-
tion concerning its financial condition, as the Commission, 
by rule, may prescribe as necessary or appropriate in the 
public interest or for the protection of investors. 
‘‘(l) ANNUAL REPORT.— 
‘‘(1) IN GENERAL.—Each registered proxy advi-
sory firm shall, not later than 90 calendar days after 
the end of each fiscal year, file with the Commission 
and make publicly available an annual report in such
form as the Commission, by rule, may prescribe as 
necessary or appropriate in the public interest or for 
the protection of investors. 
‘‘(2) CONTENTS.—Each annual report required 
under paragraph (1) shall include, at a minimum, 
disclosure by the registered proxy advisory firm of 
the following: 
‘‘(A) A list of shareholder proposals the 
staff of the registered proxy advisory firm re-
viewed in the prior fiscal year. 
‘‘(B) A list of the recommendations made 
in the prior fiscal year. 
‘‘(C) The economic analysis conducted to 
determine that final recommendations provided 
in the prior fiscal year (other than rec-
ommendations relating to an issuer-sponsored 
proposal or recommendations consistent with 
that of a board of directors composed of a ma-
jority of independent directors) delivered to cli-
ents that vote shares held on behalf of share-
holders were in the best economic interest of 
those shareholders. 
‘‘(D) The staff who reviewed and made 
recommendations on such proposals in the prior 
fiscal year.
‘‘(E) The qualifications of such staff to en-
sure that each of the recommendations for cli-
ents that vote shares held on behalf of share-
holders were tied to the best economic interest 
of those shareholders. 
‘‘(F) The recommendations made in the 
prior fiscal year where the proponent of such 
recommendation was a client of or received 
services from the proxy advisory firm. 
‘‘(G) A certification by the chief executive 
officer, chief financial officer, and the primary 
executive responsible for overseeing the compila-
tion and dissemination of proxy voting advice 
that the final recommendations (other than rec-
ommendations relating to an issuer-sponsored 
proposal or recommendations consistent with 
that of a board of directors composed of a ma-
jority of independent directors) delivered to cli-
ents that vote shares held on behalf of share-
holders in the last fiscal year— 
‘‘(i) were based on internal controls 
and procedures that are designed to ensure 
accurate information and that such inter-
nal controls and procedures are effective;
‘‘(ii) do not violate applicable State or 
Federal law; and 
‘‘(iii) were based on the best economic 
interest of those shareholders. 
‘‘(H) The economic and other factors that 
a reasonable investor would expect to influence 
the recommendations of such proxy advisory 
firm, including the ownership composition of 
such proxy advisory firm. 
‘‘(m) TRANSPARENT
POLICIES.—Each registered 
proxy advisory firm shall file with the Commission and 
make publicly available its methodology for the formula-
tion of proxy voting policies and voting recommendations 
to clients that vote shares held on behalf of shareholders 
and how that methodology ensures that the firm’s voting 
recommendations are in the best economic interest of 
those shareholders. 
‘‘(n) RULES OF CONSTRUCTION.—Registration under 
and compliance with this section does not constitute a 
waiver of, or otherwise diminish, any right, privilege, or 
defense that a registered proxy advisory firm may other-
wise have under any provision of State or Federal law, 
including any rule, regulation, or order thereunder. 
‘‘(o) REGULATIONS.—
‘‘(1) the date on which regulations are issued in 
final form under subsection (o)(1); or 
‘‘(2) 270 days after the date of enactment of 
this section. 
‘‘(q) BEST ECONOMIC INTEREST DEFINED.—In this 
section, the term ‘best economic interest’ means decisions 
that seek to maximize investment returns over a time hori-
zon consistent with the investment objectives and risk 
management profile of the fund in which the shareholders 
are invested.’’. 
(b) CONFORMING AMENDMENT.—Section 17(a)(1) of 
the Securities Exchange Act of 1934 (15 U.S.C. 
78q(a)(1)) is amended by inserting ‘‘proxy advisory firm,’’ 
after ‘‘nationally recognized statistical rating organiza-
tion,’’. 
(c) PROXY ADVISORY FIRM DEFINITIONS.—Section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended— 
(1) by redesignating the second paragraph (80) 
(relating to funding portal) as paragraph (81); and 
(2) by adding at the end the following: 
‘‘(82) PROXY
ADVISORY
FIRM.—The term 
‘proxy advisory firm’— 
‘‘(A) means any person who is primarily 
engaged in the business of providing proxy vot-
ing advice, research, analysis, ratings, or rec-
ommendations to clients, which conduct con-
stitutes a solicitation within the meaning of sec-
tion 14; and 
‘‘(B) does not include any person that is 
exempt under law or regulation from the re-
quirements otherwise applicable to persons en-
gaged in such a solicitation. 
‘‘(83) PERSON ASSOCIATED WITH A PROXY AD-
VISORY
FIRM.—With respect to a proxy advisory 
firm— 
‘‘(A) a person is ‘associated’ with the 
proxy advisory firm if the person is— 
‘‘(i) a partner, officer, or director of 
the proxy advisory firm (or any person oc-
cupying a similar status or performing 
similar functions); 
‘‘(ii) a person directly or indirectly 
controlling, controlled by, or under com-
mon control with the proxy advisory firm; 
‘‘(iii) an employee of the proxy advi-
sory firm; or 
‘‘(iv) a person the Commission deter-
mines by rule is controlled by the proxy 
advisory firm; and
‘‘(B) a person is not ‘associated’ with the 
proxy advisory firm if the person only performs 
clerical or ministerial functions with respect to 
a proxy advisory firm.’’. 
TITLE VII—LIABILITY FOR CER-
TAIN FAILURES TO DISCLOSE 
MATERIAL INFORMATION OR 
MAKING 
OF 
MATERIAL 
MISSTATEMENTS 
SEC. 3701. LIABILITY FOR CERTAIN FAILURES TO DISCLOSE 
MATERIAL INFORMATION OR MAKING OF MA-
TERIAL MISSTATEMENTS. 
Section 14 of the Securities Exchange Act of 1934 
(15 U.S.C. 78n) is amended by adding at the end the fol-
lowing: 
‘‘(l) FALSE
OR MISLEADING STATEMENTS.—For 
purposes of section 18, the failure to disclose material in-
formation (such as a proxy voting advice business’s meth-
odology, sources of information, or conflicts of interest) 
or the making of a material misstatement regarding proxy 
voting advice that makes a recommendation to a security 
holder as to the security holder’s vote, consent, or author-
ization on a specific matter for which security holder ap-
proval is solicited, and that is furnished by a person that 
markets the person’s expertise as a provider of such proxy
voting advice separately from other forms of investment 
advice, and sells such proxy voting advice for a fee, shall 
be considered to be false or misleading with respect to a 
material fact.’’. 
TITLE VIII—DUTIES OF INVEST-
MENT ADVISORS, ASSET MAN-
AGERS, AND PENSION FUNDS 
SEC. 3801. DUTIES OF INVESTMENT ADVISORS, ASSET MAN-
AGERS, AND PENSION FUNDS. 
Section 13(f) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m(f)) is amended by adding at the end the 
following: 
‘‘(7) DISCLOSURES BY INSTITUTIONAL INVEST-
MENT MANAGERS IN CONNECTION WITH PROXY AD-
VISORY FIRMS.— 
‘‘(A) IN GENERAL.—Every institutional in-
vestment manager which uses the mails, or any 
means or instrumentality of interstate com-
merce in the course of its business as an insti-
tutional investment manager, which engages a 
proxy advisory firm, and which exercises voting 
power with respect to accounts holding equity 
securities of a class described in subsection 
(d)(1) or otherwise becomes or is deemed to be-
come a beneficial owner of any security of a
class described in subsection (d)(1) upon the 
purchase or sale of a security-based swap that 
the Commission may define by rule, shall file an 
annual report with the Commission con-
taining— 
‘‘(i) an explanation of how the institu-
tional investment manager voted with re-
spect to each shareholder proposal; 
‘‘(ii) the percentage of votes cast on 
shareholder proposals that were consistent 
with proxy advisory firm recommendations, 
for each proxy advisory firm retained by 
the institutional investment manager; 
‘‘(iii) an explanation of— 
‘‘(I) how the institutional invest-
ment manager took into consideration 
proxy advisory firm recommendations 
in making voting decisions, including 
the degree to which the institutional 
investment manager used those rec-
ommendations in making voting deci-
sions; 
‘‘(II) how often the institutional 
investment manager voted consistent 
with a recommendation made by a
proxy advisory firm, expressed as a 
percentage; 
‘‘(III) how such votes are rec-
onciled with the fiduciary duty of the 
institutional investment manager to 
vote in the best economic interests of 
shareholders; 
‘‘(IV) how frequently votes were 
changed when an error occurred or 
due to new information from issuers; 
and 
‘‘(V) the degree to which invest-
ment professionals of the institutional 
investment manager were involved in 
proxy voting decisions; and 
‘‘(iv) a certification that the voting de-
cisions of the institutional investment man-
ager were based solely on the best eco-
nomic interest of the shareholders on be-
half of whom the institutional investment 
manager holds shares. 
‘‘(B) REQUIREMENTS FOR LARGER INSTI-
TUTIONAL INVESTMENT MANAGERS.—Every in-
stitutional investment manager described in 
subparagraph (A) that has assets under man-
agement with an aggregate fair market value on 
the last trading day in any of the preceding 
twelve months of at least $100,000,000,000 
shall— 
‘‘(i) in any materials provided to cus-
tomers and related to customers voting 
their shares, clarify that shareholders are 
not required to vote on every proposal; 
‘‘(ii) with respect to each shareholder 
proposal for which the institutional invest-
ment manager votes (other than votes con-
sistent with the recommendation of a 
board of directors composed of a majority 
of independent directors) perform an eco-
nomic analysis before making such vote, to 
determine that the vote is in the best eco-
nomic interest of the shareholders on be-
half of whom the institutional investment 
manager holds shares; and 
‘‘(iii) include each economic analysis 
required under clause (ii) in the annual re-
port required under subparagraph (A). 
‘‘(C) BEST
ECONOMIC
INTEREST
DE-
FINED.—In this paragraph, the term ‘best eco-
nomic interest’ means decisions that seek to
maximize investment returns over a time hori-
zon consistent with the investment objectives 
and risk management profile of the fund in 
which shareholders are invested.’’. 
TITLE IX—PROTECTING 
AMERICANS’ SAVINGS 
SEC. 3901. REQUIREMENTS RELATED TO PROXY VOTING. 
Section 14 of the Securities Exchange Act of 1934 
(15 U.S.C. 78n), as amended by section 3701, is further 
amended by adding at the end the following: 
‘‘(m) PROHIBITION ON ROBOVOTING.— 
‘‘(1) IN GENERAL.—The Commission shall issue 
final rules prohibiting the use of robovoting with re-
spect to votes related to proxy or consent solicitation 
materials. 
‘‘(2) ROBOVOTING
DEFINED.—In this sub-
section, the term ‘robovoting’ means the practice of 
automatically voting in a manner consistent with the 
recommendations of a proxy advisory firm or pre- 
populating votes on a proxy advisory firm’s elec-
tronic voting platform with the proxy advisory firm’s 
recommendations, in either case, without inde-
pendent review and analysis. 
‘‘(n) PROHIBITION ON OUTSOURCING VOTING DECI-
SIONS BY INSTITUTIONAL INVESTORS.—With respect to
votes related to proxy or consent solicitation materials, an 
institutional investor may not outsource voting decisions 
to any person other than an investment adviser or a 
broker or dealer that is registered with the Commission 
and has a fiduciary or best interest duty to the institu-
tional investor. 
‘‘(o) NO REQUIREMENT TO VOTE.—No person may 
be required to cast votes related to proxy or consent solici-
tation materials. 
‘‘(p) PROXY
ADVISORY
FIRM
CALCULATION
OF 
VOTES.—With respect to votes related to proxy or consent 
solicitation materials with respect to an issuer, a proxy 
advisor firm shall calculate the vote result consistent with 
the law of the State in which the issuer is incorporated.’’. 
TITLE X—EMPOWERING 
SHAREHOLDERS 
SEC. 3911. PROXY VOTING OF PASSIVELY MANAGED FUNDS. 
(a) IN GENERAL.—The Investment Advisers Act of 
1940 (15 U.S.C. 80b–1 et seq.) is amended by inserting 
after section 208 (15 U.S.C. 80b–8) the following: 
‘‘SEC. 208A. PROXY VOTING OF PASSIVELY MANAGED 
FUNDS. 
‘‘(a) INVESTMENT ADVISER PROXY VOTING.— 
‘‘(1) IN GENERAL.—An investment adviser that 
holds authority to vote a proxy solicited by an issuer
pursuant to section 14 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78n) in connection with any 
vote of covered securities held by a passively man-
aged fund shall— 
‘‘(A) vote in accordance with the instruc-
tions of the beneficial owner of a voting security 
of the passively managed fund; 
‘‘(B) vote in accordance with the voting 
recommendations of such issuer; or 
‘‘(C) abstain from voting but make reason-
able efforts to be considered present for pur-
poses of establishing a quorum. 
‘‘(2) EXCEPTION.—Paragraph (1) shall not 
apply with respect to a vote on a routine matter. 
‘‘(b) SAFE HARBOR.—With respect to a matter that 
is not a routine matter, in the case of a vote described 
in subsection (a)(1), an investment adviser shall not be 
liable to any person under any law or regulation of the 
United States, any constitution, law, or regulation of any 
State or political subdivision thereof, or under any con-
tract or other legally enforceable agreement (including any 
arbitration agreement), for any of the following: 
‘‘(1) Voting in accordance with the instructions 
of the beneficial owner of a voting security of the 
passively managed fund.
‘‘(2) Not soliciting voting instructing from any 
person under subsection (a)(1) with respect to such 
vote. 
‘‘(3) Voting in accordance with the voting rec-
ommendations of an issuer pursuant to subpara-
graph (B) of such subsection. 
‘‘(4) Abstaining from voting in accordance with 
subparagraph (C) of such subsection. 
‘‘(c) FOREIGN PRIVATE ISSUERS EXEMPTION.—Sub-
section (a) shall not apply with respect to a foreign private 
issuer if the voting policy of the investment advisor with 
respect to such foreign private issuers is fully and fairly 
disclosed to beneficial owners, including the extent to 
which such policy differs from the voting policy for non- 
exempt issuers. 
‘‘(d) DEFINITIONS.—In this section: 
‘‘(1) COVERED SECURITY.—The term ‘covered 
security’— 
‘‘(A) means a voting security, as that term 
is defined in section 2(a) of the Investment 
Company Act of 1940 (15 U.S.C. 80a–2(a)), in 
which a qualified fund is invested; and 
‘‘(B) does not include any voting security 
(as defined in subparagraph (A)) of an issuer 
registered with the Commission as an invest-
ment company under section 8 of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a–8). 
‘‘(2) PASSIVELY
MANAGED
FUND.—The term 
‘passively managed fund’ means a qualified fund 
that— 
‘‘(A) is designed to track, or is derived 
from, an index of securities or a portion of such 
an index; 
‘‘(B) discloses that the qualified fund is a 
passive index fund; or 
‘‘(C) allocates not less than 60 percent of 
the total assets of the qualified fund to an in-
vestment strategy that is designed to track, or 
is derived from, an index of securities or a por-
tion of such an index fund. 
‘‘(3) QUALIFIED
FUND.—The term ‘qualified 
fund’ means— 
‘‘(A) an investment company, as that term 
is defined in section 3 of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a–3); 
‘‘(B) a private fund; 
‘‘(C) an eligible deferred compensation 
plan, as that term is defined in section 457(b) 
of the Internal Revenue Code of 1986;
‘‘(D) a trust, plan, account, or other entity 
described in section 3(c)(11) of the Investment 
Company Act of 1940 (15 U.S.C. 80a– 
3(c)(11)); 
‘‘(E) a plan maintained by an employer de-
scribed in clause (i), (ii), or (iii) of section 
403(b)(1)(A) of the Internal Revenue Code of 
1986 to provide annuity contracts described in 
section 403(b) of such Code; 
‘‘(F) a common trust fund, or similar 
fund, maintained by a bank; 
‘‘(G) any fund established under section 
8438(b)(1) of title 5, United States Code; or 
‘‘(H) any separate managed account of a 
client of an investment adviser. 
‘‘(4) 
REGISTRANT.—The 
term 
‘registrant’ 
means an issuer of covered securities. 
‘‘(5) ROUTINE
MATTER.—The term ‘routine 
matter’— 
‘‘(A) includes a proposal that relates to— 
‘‘(i) an election with respect to the 
board of directors of the registrant; 
‘‘(ii) the compensation of management 
or the board of directors of the registrant; 
‘‘(iii) the selection of auditors;
‘‘(iv) a matter where there is a mate-
rial conflict of interest between or among 
the issuer, members of management, mem-
bers of the board of directors, or an affil-
iate of the issuer; 
‘‘(v) declassification; or 
‘‘(vi) transactions that would trans-
form the structure of the registrant, in-
cluding— 
‘‘(I) a merger or consolidation; 
and 
‘‘(II) the sale, lease, or exchange 
of all, or substantially all, of the prop-
erty and assets of a registrant; and 
‘‘(B) does not include— 
‘‘(i) a proposal that is not submitted 
to a holder of covered securities by means 
of a proxy statement comparable to that 
described in section 240.14a–101 of title 
17, Code of Federal Regulations, or any 
successor regulation; or 
‘‘(ii) a proposal that is— 
‘‘(I) the subject of a counter-so-
licitation; or
‘‘(II) part of a proposal made by 
a person other than the applicable 
registrant.’’. 
(b) EFFECTIVE DATE.—The amendment made by 
this section shall take effect on the first August 1 that 
occurs after the date that is 2 years after the date of en-
actment of this Act. 
TITLE XI—PROTECTING RETAIL 
INVESTORS’ SAVINGS 
SEC. 3921. BEST INTEREST BASED ON PECUNIARY FAC-
TORS. 
(a) IN GENERAL.—Section 211(g) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b–11(g)) is amended 
by adding at the end the following: 
‘‘(3) BEST
INTEREST
BASED
ON
PECUNIARY 
FACTORS.— 
‘‘(A) IN GENERAL.—For purposes of para-
graph (1), the best interest of a customer shall 
be determined using pecuniary factors, which 
may not be subordinated to or limited by non- 
pecuniary factors, unless the customer provides 
informed consent, in writing, that such non-pe-
cuniary factors be considered. 
‘‘(B) DISCLOSURE
OF
PECUNIARY
FAC-
TORS.—If a customer provides a broker, dealer,
or investment adviser with the informed consent 
to consider non-pecuniary factors described 
under subparagraph (A), the broker, dealer, or 
investment adviser shall— 
‘‘(i) disclose the expected pecuniary 
effects to the customer over a time period 
selected by the customer and not to exceed 
three years; and 
‘‘(ii) at the end of the time period de-
scribed in clause (i), disclose, by compari-
son to a reasonably comparable index or 
basket of securities selected by the cus-
tomer, the actual pecuniary effects of that 
time period, including all fees, costs, and 
other expenses incurred to consider non-pe-
cuniary factors. 
‘‘(C) PECUNIARY
FACTOR
DEFINED.—In 
this paragraph, the term ‘pecuniary factor’ 
means a factor that a fiduciary prudently deter-
mines is expected to have a material effect on 
the risk or return of an investment based on 
appropriate investment horizons.’’. 
(b) RULEMAKING.—Not later than the end of the 12- 
month period beginning on the date of enactment of this 
Act, the Securities and Exchange Commission shall revise
or issue such rules as may be necessary to implement the 
amendment made by subsection (a). 
(c) APPLICABILITY.—The amendment made by sub-
section (a) shall apply to actions taken by a broker, dealer, 
or investment adviser beginning on the date that is 12 
months after the date of enactment of this Act. 
SEC. 3922. STUDY ON CLIMATE CHANGE AND OTHER ENVI-
RONMENTAL DISCLOSURES IN MUNICIPAL 
BOND MARKET. 
(a) IN GENERAL.—The Securities and Exchange 
Commission shall— 
(1) conduct a study to determine the extent to 
which issuers of municipal securities (as such term 
is defined in section 3(a)(29) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)(29)) make 
disclosures to investors regarding climate change 
and other environmental matters; and 
(2) solicit public comment with respect to such 
study. 
(b) CONTENTS.—The study required under sub-
section (a) shall consider and analyze— 
(1) the frequency with which disclosures de-
scribed in subsection (a)(1) are made; 
(2) whether such disclosures made by issuers of 
municipal securities in connection with offerings of
securities align with such disclosures made by 
issuers of municipal securities in other contexts or to 
audiences other than investors; 
(3) any voluntary or mandatory disclosure 
standards observed by issuers of municipal securities 
in the course of making such disclosures; 
(4) the degree to which investors consider such 
disclosures in connection with making an investment 
decision; and 
(5) such other information as the Securities 
and Exchange Commission determines appropriate. 
(c) REPORT.—Not later than 1 year after the date 
of the enactment of this Act, the Securities and Exchange 
Commission shall submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of Representa-
tives a report that includes— 
(1) the results of the study required under this 
section; 
(2) a detailed discussion of the financial risks 
to investors from investments in municipal securi-
ties; 
(3) whether such risks are adequately disclosed 
to investors; and
(4) recommended regulatory or legislative steps 
to address any concerns identified in the study. 
SEC. 3923. STUDY ON SOLICITATION OF MUNICIPAL SECU-
RITIES BUSINESS. 
(a) IN GENERAL.—The Securities and Exchange 
Commission shall— 
(1) conduct a study on the effectiveness of each 
covered rule in preventing the payment of funds to 
elected officials or candidates for elected office in ex-
change for the receipt of government business in 
connection with the offer or sale of municipal securi-
ties; and 
(2) solicit public comment with respect to such 
study. 
(b) CONTENTS.—The study required under sub-
section (a) shall consider and analyze— 
(1) the effectiveness of each covered rule, in-
cluding whether each covered rule accomplishes the 
intended effect of such covered rule and has any un-
intended adverse effects; 
(2) the frequency and scope of enforcement ac-
tions undertaken pursuant to each covered rule; 
(3) the degree to which— 
(A) persons subject to each covered rule—
(i) have in effect policies and proce-
dures intended to ensure compliance with 
each such covered rule; and 
(ii) are disadvantaged from partici-
pating in the political process generally 
and in relation to persons who solicit or re-
ceive government business or government 
licenses, permits, and approvals other than 
in connection with the offer or sale of mu-
nicipal securities; and 
(B) other State and Federal laws and reg-
ulations impact the solicitation of municipal se-
curities business; and 
(4) such other information as the Securities 
and Exchange Commission determines appropriate. 
(c) REPORT.—Not later than 1 year after the date 
of the enactment of this Act, the Securities and Exchange 
Commission shall submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of Representa-
tives a report that includes— 
(1) the results of the study required under this 
section; 
(2) an analysis of the extent to which persons 
affiliated with small businesses, as well as persons
affiliated with minority and women opened busi-
nesses, have been affected by the covered rules; and 
(3) recommended regulatory or legislative steps 
to address any concerns identified in the study. 
(d) DEFINITIONS.—In this section: 
(1) COVERED RULE.—The term ‘‘covered rule’’ 
means— 
(A) Rule G–38 of the Municipal Securities 
Rulemaking Board; and 
(B) Rule 206(4)–5 (17 CFR 275.206(4)– 
5). 
(2) MUNICIPAL SECURITIES.—The term ‘‘mu-
nicipal securities’’ has the meaning given the term in 
section 3(a)(29) of the Securities Exchange Act of 
1934 (15 U.S.C. 78c(a)(29)). 
DIVISION D—AMERICAN FIRST 
ACT OF 2023 
SEC. 4001. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This division may be cited as the 
‘‘American Financial Institution Regulatory Sovereignty 
and Transparency Act of 2023’’ or the ‘‘American FIRST 
Act of 2023’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this division is as follows: 
Sec. 4001. Short title; Table of contents. 
TITLE I—STOP EXECUTIVE CAPTURE OF BANKING REGULATORS
Sec. 4101. Report on the implementation of recommendations from the FSOC 
Chairperson and Executive Orders. 
TITLE II—ENSURING U.S. AUTHORITY OVER U.S. BANKING 
REGULATIONS 
Sec. 4201. Requirements in connection with rulemakings implementing policies 
of non-governmental international organizations. 
Sec. 4202. Report on certain climate-related interactions with covered inter-
national organizations. 
TITLE III—BANKING REGULATOR INTERNATIONAL REPORTING 
Sec. 4301. Reporting on interactions with non-governmental international orga-
nizations. 
TITLE IV—SUPERVISION REFORM 
Sec. 4401. Removal of the Vice Chairman for Supervision designation. 
TITLE I—STOP EXECUTIVE CAP-
TURE 
OF 
BANKING 
REGU-
LATORS 
SEC. 4101. REPORT ON THE IMPLEMENTATION OF REC-
OMMENDATIONS FROM THE FSOC CHAIR-
PERSON AND EXECUTIVE ORDERS. 
(a) BOARD OF GOVERNORS OF THE FEDERAL RE-
SERVE SYSTEM.—Section 10 of the Federal Reserve Act 
(12 U.S.C. 247b), as amended by section 4401(b), is fur-
ther amended by adding at the end the following: 
‘‘(11) REPORT ON THE IMPLEMENTATION OF 
RECOMMENDATIONS FROM THE FSOC CHAIRPERSON 
AND EXECUTIVE ORDERS.—The Board of Governors 
of the Federal Reserve System may not implement 
a non-binding recommendation made by the Chair-
person of the Financial Stability Oversight Council 
or contained in an Executive Order unless the Board
of Governors first provides the Committee on Finan-
cial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Af-
fairs of the Senate with— 
‘‘(A) notice that the Board of Governors 
intends to implement such recommendation; 
‘‘(B) a report containing the proposed im-
plementation by the Board of Governors and a 
justification for such implementation; and 
‘‘(C) upon request, not later than the end 
of the 120-day period beginning on the date of 
the notice under subparagraph (A), testimony 
on such proposed implementation.’’. 
(b) OFFICE OF THE COMPTROLLER OF THE CUR-
RENCY.—Section 324 of the Revised Statutes of the 
United States (12 U.S.C. 1) is amended by adding at the 
end the following: 
‘‘(c) REPORT ON THE IMPLEMENTATION OF REC-
OMMENDATIONS FROM THE FSOC CHAIRPERSON AND 
EXECUTIVE ORDERS.—The Comptroller of the Currency 
may not implement a non-binding recommendation made 
by the Chairperson of the Financial Stability Oversight 
Council or contained in an Executive Order unless the 
Comptroller of the Currency first provides the Committee 
on Financial Services of the House of Representatives and
the Committee on Banking, Housing, and Urban Affairs 
of the Senate with— 
‘‘(1) notice that the Comptroller of the Cur-
rency intends to implement such recommendation; 
‘‘(2) a report containing the proposed imple-
mentation by the Comptroller of the Currency and 
a justification for such implementation; and 
‘‘(3) upon request, not later than the end of the 
120-day period beginning on the date of the notice 
under paragraph (1), testimony on such proposed 
implementation.’’. 
(c) FEDERAL DEPOSIT INSURANCE CORPORATION.— 
Section 2 of the Federal Deposit Insurance Act (12 U.S.C. 
1812) is amended by inserting after subsection (f) the fol-
lowing: 
‘‘(g) REPORT ON THE IMPLEMENTATION OF REC-
OMMENDATIONS FROM THE FSOC CHAIRPERSON AND 
EXECUTIVE ORDERS.—The Board of Directors of the 
Corporation may not implement a non-binding rec-
ommendation made by the Chairperson of the Financial 
Stability Oversight Council or contained in an Executive 
Order unless the Board of Directors first provides the 
Committee on Financial Services of the House of Rep-
resentatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate with—
‘‘(1) notice that the Board of Directors intends 
to implement such recommendation; 
‘‘(2) a report containing the proposed imple-
mentation by the Board of Directors and a justifica-
tion for such implementation; and 
‘‘(3) upon request, not later than the end of the 
120-day period beginning on the date of the notice 
under paragraph (1), testimony on such proposed 
implementation.’’. 
(d) NATIONAL CREDIT UNION ADMINISTRATION.— 
Section 102 of the Federal Credit Union Act (12 U.S.C. 
1752a) is amended by adding at the end the following: 
‘‘(g) REPORT ON THE IMPLEMENTATION OF REC-
OMMENDATIONS FROM THE FSOC CHAIRPERSON AND 
EXECUTIVE ORDERS.—The Board may not implement a 
non-binding recommendation made by the Chairperson of 
the Financial Stability Oversight Council or contained in 
an Executive Order unless the Board first provides the 
Committee on Financial Services of the House of Rep-
resentatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate with— 
‘‘(1) notice that the Board intends to imple-
ment such recommendation;
‘‘(2) a report containing the proposed imple-
mentation by the Board and a justification for such 
implementation; and 
‘‘(3) upon request, not later than the end of the 
120-day period beginning on the date of the notice 
under paragraph (1), testimony on such proposed 
implementation.’’. 
(e) FEDERAL HOUSING FINANCE AGENCY.—Section 
1311 of the Housing and Community Development Act 
of 1992 (12 U.S.C. 4511) is amended by adding at the 
end the following: 
‘‘(d) REPORT ON THE IMPLEMENTATION OF REC-
OMMENDATIONS FROM THE FSOC CHAIRPERSON AND 
EXECUTIVE ORDERS.—The Director may not implement 
a non-binding recommendation made by the Chairperson 
of the Financial Stability Oversight Council or contained 
in an Executive Order unless the Director first provides 
the Committee on Financial Services of the House of Rep-
resentatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate with— 
‘‘(1) notice that the Director intends to imple-
ment such recommendation; 
‘‘(2) a report containing the proposed imple-
mentation by the Director and a justification for 
such implementation; and
‘‘(3) upon request, not later than the end of the 
120-day period beginning on the date of the notice 
under paragraph (1), testimony on such proposed 
implementation.’’. 
TITLE 
II—ENSURING 
U.S. 
AU-
THORITY OVER U.S. BANKING 
REGULATIONS 
SEC. 
4201. 
REQUIREMENTS 
IN 
CONNECTION 
WITH 
RULEMAKINGS IMPLEMENTING POLICIES OF 
NON-GOVERNMENTAL INTERNATIONAL OR-
GANIZATIONS. 
(a) BOARD OF GOVERNORS OF THE FEDERAL RE-
SERVE SYSTEM.—Section 10 of the Federal Reserve Act 
(12 U.S.C. 247b), as amended by section 4101(a), is fur-
ther amended by inserting after paragraph (11) the fol-
lowing: 
‘‘(12) REQUIREMENTS
IN
CONNECTION
WITH 
RULEMAKINGS
IMPLEMENTING
POLICIES
OF
NON- 
GOVERNMENTAL INTERNATIONAL ORGANIZATIONS.— 
‘‘(A) IN
GENERAL.—The Board of Gov-
ernors of the Federal Reserve System may not 
propose or finalize a major covered rule unless, 
not later than 120 days before issuing such a 
proposed or final rule, the Board of Governors 
provides the Committee on Financial Services
of the House of Representatives and the Com-
mittee on Banking, Housing, and Urban Affairs 
of the Senate with notice, testimony, and a de-
tailed economic analysis with respect to the pro-
posed or final rule, including projections of eco-
nomic costs, sectoral effects, and effects on the 
availability of credit, the gross domestic prod-
uct, and employment. 
‘‘(B) MAJOR COVERED RULE DEFINED.— 
In this paragraph, the term ‘major covered rule’ 
means a rule— 
‘‘(i) that the Board of Governors de-
termines would have an effect, in the ag-
gregate, on the economy of the United 
States of $10,000,000,000 or more during 
the 10-year period beginning on the date 
the rule takes effect; and 
‘‘(ii) that is intended to align or con-
form with a recommendation from a non- 
governmental 
international 
organization 
(including the Financial Stability Board, 
the Bank for International Settlements, 
the Network of Central Banks and Super-
visors for Greening the Financial System,
and the Basel Committee on Banking Su-
pervision).’’. 
(b) OFFICE OF THE COMPTROLLER OF THE CUR-
RENCY.—Section 324 of the Revised Statutes of the 
United States (12 U.S.C. 1), as amended by section 
4101(b), is further amended by adding at the end the fol-
lowing: 
‘‘(d) 
REQUIREMENTS
IN
CONNECTION
WITH 
RULEMAKINGS IMPLEMENTING POLICIES OF NON-GOV-
ERNMENTAL INTERNATIONAL ORGANIZATIONS.— 
‘‘(1) IN
GENERAL.—The Comptroller of the 
Currency may not propose or finalize a major cov-
ered rule unless, not later than 120 days before 
issuing such a proposed or final rule, the Comp-
troller of the Currency provides the Committee on 
Financial Services of the House of Representatives 
and the Committee on Banking, Housing, and 
Urban Affairs of the Senate with notice, testimony, 
and a detailed economic analysis with respect to the 
proposed or final rule, including projections of eco-
nomic costs, sectoral effects, and effects on the 
availability of credit, the gross domestic product, 
and employment.
‘‘(2) MAJOR COVERED RULE DEFINED.—In this 
subsection, the term ‘major covered rule’ means a 
rule— 
‘‘(A) that the Comptroller of the Currency 
determines would have an effect, in the aggre-
gate, on the economy of the United States of 
$10,000,000,000 or more during the 10-year 
period beginning on the date the rule takes ef-
fect; and 
‘‘(B) that is intended to align or conform 
with a recommendation from a non-govern-
mental international organization (including the 
Financial Stability Board, the Bank for Inter-
national Settlements, the Network of Central 
Banks and Supervisors for Greening the Finan-
cial System, and the Basel Committee on Bank-
ing Supervision).’’. 
(c) FEDERAL DEPOSIT INSURANCE CORPORATION.— 
Section 2 of the Federal Deposit Insurance Act (12 U.S.C. 
1812), as amended by section 4101(c), is further amended 
by inserting after subsection (g) the following: 
‘‘(h) 
REQUIREMENTS
IN
CONNECTION
WITH 
RULEMAKINGS IMPLEMENTING POLICIES OF NON-GOV-
ERNMENTAL INTERNATIONAL ORGANIZATIONS.—
‘‘(1) IN GENERAL.—The Board of Directors of 
the Corporation may not propose or finalize a major 
covered rule unless, not later than 120 days before 
issuing such a proposed or final rule, the Board of 
Directors provides the Committee on Financial Serv-
ices of the House of Representatives and the Com-
mittee on Banking, Housing, and Urban Affairs of 
the Senate with notice, testimony, and a detailed 
economic analysis with respect to the proposed or 
final rule, including projections of economic costs, 
sectoral effects, and effects on the availability of 
credit, the gross domestic product, and employment. 
‘‘(2) MAJOR COVERED RULE DEFINED.—In this 
subsection, the term ‘major covered rule’ means a 
rule— 
‘‘(A) that the Board of Directors deter-
mines would have an effect, in the aggregate, 
on the economy of the United States of 
$10,000,000,000 or more during the 10-year 
period beginning on the date the rule takes ef-
fect; and 
‘‘(B) that is intended to align or conform 
with a recommendation from a non-govern-
mental international organization (including the 
Financial Stability Board, the Bank for Inter-
national Settlements, the Network of Central 
Banks and Supervisors for Greening the Finan-
cial System, and the Basel Committee on Bank-
ing Supervision).’’. 
(d) NATIONAL CREDIT UNION ADMINISTRATION.— 
Section 102 of the Federal Credit Union Act (12 U.S.C. 
1752a), as amended by section 4101(d), is further amend-
ed by adding at the end the following: 
‘‘(h) 
REQUIREMENTS
IN
CONNECTION
WITH 
RULEMAKINGS IMPLEMENTING POLICIES OF NON-GOV-
ERNMENTAL INTERNATIONAL ORGANIZATIONS.— 
‘‘(1) IN GENERAL.—The Board may not pro-
pose or finalize a major covered rule unless, not 
later than 120 days before issuing such a proposed 
or final rule, the Board provides the Committee on 
Financial Services of the House of Representatives 
and the Committee on Banking, Housing, and 
Urban Affairs of the Senate with notice, testimony, 
and a detailed economic analysis with respect to the 
proposed or final rule, including projections of eco-
nomic costs, sectoral effects, and effects on the 
availability of credit, the gross domestic product, 
and employment.
‘‘(2) MAJOR COVERED RULE DEFINED.—In this 
subsection, the term ‘major covered rule’ means a 
rule— 
‘‘(A) that the Board determines would 
have an effect, in the aggregate, on the econ-
omy of the United States of $10,000,000,000 
or more during the 10-year period beginning on 
the date the rule takes effect; and 
‘‘(B) that is intended to align or conform 
with a recommendation from a non-govern-
mental international organization (including the 
Financial Stability Board, the Bank for Inter-
national Settlements, the Network of Central 
Banks and Supervisors for Greening the Finan-
cial System, and the Basel Committee on Bank-
ing Supervision).’’. 
(e) FEDERAL HOUSING FINANCE AGENCY.—Section 
1311 of the Housing and Community Development Act 
of 1992 (12 U.S.C. 4511), as amended by section 4101(e), 
is further amended by adding at the end the following: 
‘‘(e) 
REQUIREMENTS
IN
CONNECTION
WITH 
RULEMAKINGS IMPLEMENTING POLICIES OF NON-GOV-
ERNMENTAL INTERNATIONAL ORGANIZATIONS.— 
‘‘(1) IN GENERAL.—The Director may not pro-
pose or finalize a major covered rule unless, not
later than 120 days before issuing such a proposed 
or final rule, the Director provides the Committee on 
Financial Services of the House of Representatives 
and the Committee on Banking, Housing, and 
Urban Affairs of the Senate with notice, testimony, 
and a detailed economic analysis with respect to the 
proposed or final rule, including projections of eco-
nomic costs, sectoral effects, and effects on the 
availability of credit, the gross domestic product, 
and employment. 
‘‘(2) MAJOR COVERED RULE DEFINED.—In this 
subsection, the term ‘major covered rule’ means a 
rule— 
‘‘(A) that the Director determines would 
have an effect, in the aggregate, on the econ-
omy of the United States of $10,000,000,000 
or more during the 10-year period beginning on 
the date the rule takes effect; and 
‘‘(B) that is intended to align or conform 
with a recommendation from a non-govern-
mental international organization (including the 
Financial Stability Board, the Bank for Inter-
national Settlements, the Network of Central 
Banks and Supervisors for Greening the Finan-
cial System, and the Basel Committee on Bank-
ing Supervision).’’. 
SEC. 4202. REPORT ON CERTAIN CLIMATE-RELATED INTER-
ACTIONS WITH COVERED INTERNATIONAL 
ORGANIZATIONS. 
(a) IN GENERAL.—A Federal banking regulator may 
not meet with or otherwise engage with a covered inter-
national organization on the topic of climate-related finan-
cial risk during a calendar year unless the Federal bank-
ing regulator has issued a report to the Committee on Fi-
nancial Services of the House of Representatives and the 
Committee on Banking, Housing, and Urban Affairs of 
the Senate containing, for the previous calendar year— 
(1) a complete description of the activities of 
the covered international organization in which the 
Federal banking regulator participates (including 
any task force, committee, or other organizational 
unit thereof); and 
(2) a detailed accounting of the governmental 
and non-governmental funding sources of the cov-
ered international organization (including any task 
force, committee, or other organizational unit there-
of). 
(b) DEFINITIONS.—In this section:
(1) 
COVERED
INTERNATIONAL
ORGANIZA-
TION.—The term ‘‘covered international organiza-
tion’’ means the Financial Stability Board, the Bank 
for International Settlements, the Network of Cen-
tral Banks and Supervisors for Greening the Finan-
cial System, and the Basel Committee on Banking 
Supervision. 
(2) 
FEDERAL
BANKING
REGULATOR.—The 
term ‘‘Federal banking regulator’’ means the Board 
of Governors of the Federal Reserve System, the 
Federal Deposit Insurance Corporation, the Federal 
Housing Finance Agency, the National Credit Union 
Administration, and the Office of the Comptroller of 
the Currency. 
TITLE 
III—BANKING 
REGU-
LATOR INTERNATIONAL RE-
PORTING 
SEC. 4301. REPORTING ON INTERACTIONS WITH NON-GOV-
ERNMENTAL 
INTERNATIONAL 
ORGANIZA-
TIONS. 
(a) BOARD OF GOVERNORS OF THE FEDERAL RE-
SERVE SYSTEM.—Section 10 of the Federal Reserve Act 
(12 U.S.C. 247b), as amended by section 4201(a), is fur-
ther amended by inserting after paragraph (12) the fol-
lowing:
‘‘(13) REPORTING
ON
INTERACTIONS
WITH 
NON-GOVERNMENTAL
INTERNATIONAL
ORGANIZA-
TIONS.—With respect to interactions between the 
Board of Governors of the Federal Reserve System 
and a non-governmental international organization 
(including the Financial Stability Board, the Bank 
for International Settlements, the Network of Cen-
tral Banks and Supervisors for Greening the Finan-
cial System, and the Basel Committee on Banking 
Supervision), the Board of Governors shall— 
‘‘(A) keep a complete record of all such 
interactions, including minutes of all meetings 
and any recommendations made during such 
interaction for international standardization 
with respect to open-market policies and oper-
ations, discount lending and operations (includ-
ing collateral policies), or supervisory policies 
and operations; and 
‘‘(B) issue an annual report to the Com-
mittee on Financial Services of the House of 
Representatives and the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate 
containing—