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make publicly available its methodology for the formula-
tion of proxy voting policies and voting recommendations. 
‘‘(m) RULES OF CONSTRUCTION.— 
‘‘(1) NO WAIVER OF RIGHTS, PRIVILEGES, OR 
DEFENSES.—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 otherwise 
have under any provision of State or Federal law, 
including any rule, regulation, or order thereunder. 
‘‘(2) NO PRIVATE RIGHT OF ACTION.—Nothing 
in this section may be construed as creating any pri-
vate right of action, and no report filed by a reg-
istered proxy advisory firm in accordance with this 
section or section 17 shall create a private right of 
action under section 18 or any other provision of 
law. 
‘‘(n) REGULATIONS.— 
‘‘(1) NEW PROVISIONS.—Such rules and regula-
tions as are required by this section or are otherwise 
necessary to carry out this section, including the ap-
plication form required under subsection (a)— 
‘‘(A) shall be issued by the Commission, 
not later than 180 days after the date of enact-
ment of this section; and 
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‘‘(B) shall become effective not later than 
1 year after the date of enactment of this sec-
tion. 
‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 
later than 270 days after the date of enactment of 
this section, the Commission shall— 
‘‘(A) review its existing rules and regula-
tions which affect the operations of proxy advi-
sory firms; 
‘‘(B) amend or revise such rules and regu-
lations in accordance with the purposes of this 
section, and issue such guidance, as the Com-
mission may prescribe as necessary or appro-
priate in the public interest or for the protec-
tion of investors; and 
‘‘(C) direct Commission staff to withdraw 
the Egan Jones Proxy Services (May 27, 2004), 
and Institutional Shareholder Services, Inc. 
(September 15, 2004), no-action letters. 
‘‘(o) APPLICABILITY.—This section, other than sub-
section (n), which shall apply on the date of enactment 
of this section, shall apply on the earlier of— 
‘‘(1) the date on which regulations are issued in 
final form under subsection (n)(1); or 
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‘‘(2) 270 days after the date of enactment of 
this section.’’. 
(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,’’. 
SEC. 4. COMMISSION ANNUAL REPORT. 
The Commission shall make an annual report publicly 
available on the Commission’s Internet website. Such re-
port shall, with respect to the year to which the report 
relates— 
(1) identify applicants for registration under 
section 15H of the Securities Exchange Act of 1934, 
as added by this Act; 
(2) specify the number of and actions taken on 
such applications; 
(3) specify the views of the Commission on the 
state of competition, transparency, policies and 
methodologies, and conflicts of interest among proxy 
advisory firms; 
(4) include the determination of the Commis-
sion with regards to— 
(A) the quality of proxy advisory services 
issued by proxy advisory firms; 
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(B) the financial markets; 
(C) competition among proxy advisory 
firms; 
(D) the incidence of undisclosed conflicts 
of interest by proxy advisory firms; 
(E) the process for registering as a proxy 
advisory firm; and 
(F) such other matters relevant to the im-
plementation of this Act and the amendments 
made by this Act, as the Commission deter-
mines necessary to bring to the attention of the 
Congress; 
(5) identify problems, if any, that have resulted 
from the implementation of this Act and the amend-
ments made by this Act; and 
(6) recommend solutions, including any legisla-
tive or regulatory solutions, to any problems identi-
fied under paragraphs (4) and (5). 
Passed the House of Representatives December 20, 
2017. 
Attest: 
KAREN L. HAAS, 
Clerk. 
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