Title: Proxy Advice Disclosure Act
Policy area: Finance and Financial Sector

Summary:
Proxy Advice Disclosure Act
This bill requires a proxy voting advice business to disclose material information involved in providing proxy voting advice to a security holder, including the methodology used, sources of information, and conflicts of interest of the business. A proxy voting advice business provides, for a fee, recommendations to security holders on specific matters for which an issuer of securities has requested security holder approval or consent.
In addition, a proxy voting advice business must make this advice available to the issuer. Also, the security holder must be made aware of any written statement made by the issuer in response to this advice before the relevant meeting or vote.

[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[H.R. 9488 Introduced in House (IH)]

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117th CONGRESS
  2d Session
                                H. R. 9488

 To amend the Securities Exchange Act of 1934 to require proxy voting 
   advice businesses to disclose certain information, and for other 
                               purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                           December 12, 2022

 Mr. Donalds introduced the following bill; which was referred to the 
                    Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
 To amend the Securities Exchange Act of 1934 to require proxy voting 
   advice businesses to disclose certain information, and for other 
                               purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Proxy Advice Disclosure Act''.

SEC. 2. PROXY VOTING ADVICE BUSINESS DISCLOSURE REQUIREMENTS.

    Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) 
is amended by adding at the end the following:
    ``(k) Proxy Voting Advice Business Disclosure Requirements.--
            ``(1) In general.--A proxy voting advice business that 
        makes proxy voting advice available to a security holder shall 
        adopt and make publicly available written policies and 
        procedures reasonably designed to ensure that--
                    ``(A) an issuer that is the subject of proxy voting 
                advice has such advice made available to the issuer not 
                later than the time when such advice is disseminated to 
                the security holder; and
                    ``(B) the security holder is provided with a 
                mechanism by which the security holder can reasonably 
                be expected to become aware of any written statements 
                regarding such proxy voting advice by the issuer that 
                is the subject of such advice, in a timely manner 
                before the applicable meeting, vote, consent, or 
                authorization.
            ``(2) Failure to disclose material information.--It shall 
        be unlawful for a proxy voting advice business, in providing 
        proxy voting advice to a security holder, to fail to disclose 
        material information regarding the proxy voting advice, 
        including information regarding the methodology, sources of 
        information, or conflicts of interest of such proxy voting 
        advice business.
            ``(3) Definitions.--In this subsection:
                    ``(A) Proxy voting advice.--With respect to a 
                security of an issuer, the term `proxy voting advice' 
                means providing a recommendation to a security holder 
                on a specific matter of which the issuer has requested 
                security holder approval, vote, or consent.
                    ``(B) Proxy voting advice business.--The term 
                `proxy voting advice business' means a person that--
                            ``(i) holds itself out as a provider for 
                        proxy voting advice separately from other forms 
                        of investment advice; and
                            ``(ii) sells proxy voting advice for a 
                        fee.''.
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