Businesses Over Activists Act

Bill: 118-hr-4655
Sponsor: full_name: Rep. Norman, Ralph [R-SC-5]
Introduced: 2023-07-14
Policy area: Finance and Financial Sector
Subjects: Business ethics

Minority employment

Women's employment
Latest action: action_date: 2023-12-19
text: Placed on the Union Calendar, Calendar No. 265.

Summaries:
action_date: 2023-07-14
action_desc: Introduced in House
text: <p>This bill prohibits the Securities and Exchange Commission (SEC) from compelling a publicly traded company to include a shareholder proposal or a&nbsp;discussion of a proposal in a proxy statement. Under current SEC rules, certain qualifying shareholder proposals must be included on a company's proxy statement. Proxy statements are provided to shareholders before shareholder meetings and contain disclosures required by the SEC.</p><!--tinycomments|2.1|data:application/json;base64,eyJtY2UtY29udmVyc2F0aW9uXzc5MzkzMjI3ODMxNzE0NDE4MjcxMDY4Ijp7InVpZCI6Im1jZS1jb252ZXJzYXRpb25fNzkzOTMyMjc4MzE3MTQ0MTgyNzEwNjgiLCJjb21tZW50cyI6W3sidWlkIjoibWNlLWNvbnZlcnNhdGlvbl83OTM5MzIyNzgzMTcxNDQxODI3MTA2OCIsImF1dGhvciI6ImFyZWVkQGxpYi5sb2MuZ292IiwiYXV0aG9yTmFtZSI6ImFyZWVkQGxpYi5sb2MuZ292IiwiY29udGVudCI6IlNlZTogaHR0cHM6Ly93d3cucGVya2luc2NvaWUuY29tL2VuL3BjaC1jaGFwdGVyLTcuaHRtbCBhbmQgaHR0cHM6Ly93d3cuY3JzLmdvdi9SZXBvcnRzL0lGMTE2OTUiLCJjcmVhdGVkQXQiOiIyMDI0LTA0LTI5VDE5OjE3OjUxLjA2OFoiLCJtb2RpZmllZEF0IjoiMjAyNC0wNC0yOVQxOToxODoxNy4yNTRaIn1dfX0=-->

action_date: 2023-12-19
action_desc: Reported to House
text: <p><strong>Businesses Over Activists Act</strong></p><p>This bill prohibits the Securities and Exchange Commission (SEC) from compelling a publicly traded company to include a shareholder proposal or a discussion of a proposal in a proxy statement. Under current SEC rules, certain qualifying shareholder proposals must be included on a company's proxy statement. Proxy statements are provided to shareholders before shareholder meetings and contain disclosures required by the SEC.</p><!--tinycomments|2.1|data:application/json;base64,eyJtY2UtY29udmVyc2F0aW9uXzc5MzkzMjI3ODMxNzE0NDE4MjcxMDY4Ijp7InVpZCI6Im1jZS1jb252ZXJzYXRpb25fNzkzOTMyMjc4MzE3MTQ0MTgyNzEwNjgiLCJjb21tZW50cyI6W3sidWlkIjoibWNlLWNvbnZlcnNhdGlvbl83OTM5MzIyNzgzMTcxNDQxODI3MTA2OCIsImF1dGhvciI6ImFyZWVkQGxpYi5sb2MuZ292IiwiYXV0aG9yTmFtZSI6ImFyZWVkQGxpYi5sb2MuZ292IiwiY29udGVudCI6IlNlZTogaHR0cHM6Ly93d3cucGVya2luc2NvaWUuY29tL2VuL3BjaC1jaGFwdGVyLTcuaHRtbCBhbmQgaHR0cHM6Ly93d3cuY3JzLmdvdi9SZXBvcnRzL0lGMTE2OTUiLCJjcmVhdGVkQXQiOiIyMDI0LTA0LTI5VDE5OjE3OjUxLjA2OFoiLCJtb2RpZmllZEF0IjoiMjAyNC0wNC0yOVQxOToxODoxNy4yNTRaIn1dfX0=-->

tv_txt: IB Union Calendar No. 265 118th CONGRESS 1st Session H. R. 4655 [Report No. 118–326] IN THE HOUSE OF REPRESENTATIVES July 14, 2023 Mr. Norman introduced the following bill; which was referred to the Committee on Financial Services December 19, 2023 Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed Strike out all after the enacting clause and insert the part printed in italic For text of introduced bill, see copy of bill as introduced on July 14, 2023 A BILL To amend the Securities Exchange Act of 1934 to prohibit the Securities and Exchange Commission from compelling the inclusion or discussion of shareholder proposals or proxy or consent solicitation materials, and for other purposes.

1. Short title This Act may be cited as the Businesses Over Activists Act . 2. Limitation with respect to compelling the inclusion or discussion of shareholder proposals Section 14(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n(a) ) is amended by adding at the end the following: (3) Limitation with respect to compelling inclusion or discussion of shareholder proposals Except as provided in paragraph (2), the Commission may not compel an issuer to include in a proxy statement of the issuer— (A) any shareholder proposal; or (B) any discussion (either from the issuer or otherwise) related to a shareholder proposal contained in the proxy statement. (4) Rule of construction relating to State authority Nothing in this Act or any other securities law shall be construed to provide the Commission the authority to preempt the State regulation of shareholder proposals or proxy or consent solicitation materials. .

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

tv_txt: I 118th CONGRESS 1st Session H. R. 4655 IN THE HOUSE OF REPRESENTATIVES July 14, 2023 Mr. Norman introduced the following bill; which was referred to the Committee on Financial Services A BILL To amend the Securities Exchange Act of 1934 to prohibit the Securities and Exchange Commission from compelling the inclusion or discussion of shareholder proposals or proxy or consent solicitation materials, and for other purposes.

1. Limitation with respect to compelling the inclusion or discussion of shareholder proposals Section 14(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n(a) ) is amended by adding at the end the following: (3) Limitation with respect to compelling discussion of shareholder proposals Except as provided in paragraph (2), the Commission may not compel an issuer to include in a proxy statement of the issuer— (A) any shareholder proposal; or (B) any discussion (either from the issuer or otherwise) related to a shareholder proposal contained in the proxy statement. (4) Rule of construction relating to State authority Nothing in this Act or any other securities law shall be construed to provide the Commission the authority to preempt the State regulation of shareholder proposals or proxy or consent solicitation materials. .