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house Bill H.R. 4015

Should Proxy Advisory Firms Have to Register With the SEC & Disclose Conflicts of Interest to Clients?

Argument in favor

This bill would improve corporate governance by giving shareholders information about the conflicts of interest of the proxy advisory firm that’s providing them advice on corporate voting matters.

Chase's Opinion
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12/14/2017
This should have been something that was done from the very beginning.
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Rebecca's Opinion
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12/20/2017
Of course. although you in Congress have a huge conflict of interest to deal with on January 2, 2018 and his name is Donald Trump. Now that you have your tax scam almost in place And you have rewarded your wealthy donors, sold your soul to the devil as it were, You can stop protecting the president and hold him accountable for his actions. Where are his tax returns??
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Pegls1's Opinion
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12/14/2017
Does this really need to be argued? It's a professional ethics standard that can't be allowed to lapse.
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Argument opposed

This bill would interfere with shareholders’ ability to access impartial information and subject proxy advisory firms to a costly and untested regulatory regime that undermines their independence.

Marcia's Opinion
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12/14/2017
These republican bills always sound so good until you get to the “fine print”. This bill is another assault on consumer protection. “In truth, the bill interferes with shareholders’ access to impartial analysis used to inform proxy voting decisions, and thus undermines shareholders’ ability to hold corporate management accountable.”
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Sheryl's Opinion
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12/14/2017
This is another corrupt over-reach of governance by the Republican Congress with the goal of putting all aces in big corps hands. It pisses me off that these crooks think we’re so easily fooled by their chicanery.
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Samantha's Opinion
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12/20/2017
At this point what difference does it make what the public opinion is? The GOP is going to go against what the American people want regardless. Until these crony capitalists are voted out, our country is screwed!
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What is House Bill H.R. 4015?

This bill would require proxy advisory firms to register with the Securities and Exchange Commission (SEC) and subject them to certain rules and reporting requirements. Publicly traded companies are required to issue proxy statements to shareholders before voting on corporate actions — like electing company directors and approving compensation packages. Proxy advisory firms advise a variety of clients like pension plans, mutual funds, and other institutional investors which can influence their advice, so this bill would require such firms to disclose potential or actual conflicts of interest when providing services.

Proxy advisory firms would be required to disclose information about their financial and managerial resources to the SEC in addition to disclosing conflicts of interest to current or prospective clients.

The SEC would be required to report annually to Congress on its regulation of proxy advisory firms.

Impact

Shareholders; proxy advisory firms; corporations; and the SEC.

Cost of House Bill H.R. 4015

The CBO estimates that enacting this bill would cost $5 million over the 2018-2022 period, but that would be offset through the collection of fees by the SEC.

More Information

In-DepthSponsoring Rep. Sean Duffy (R-WI) introduced this bill to protect investors and improve corporate governance of publicly-held companies by requiring proxy advisory firms to register with the SEC and disclose conflicts of interest:

“Proxy advisory firms play an important role in advising their clients, including pension plans, mutual funds, and other institutional investors but they are susceptible to activist influence and potential conflicts of interest. Wisconsin investors expect that their rights as shareholders won’t be compromised by professional institutional investors who rely on conflicted advisors to issue recommendations and execute votes. My bill will foster greater accountability, transparency, responsiveness, and competition in the proxy advisory firm industry.”

House Democrats expressed opposition to this bill in its committee report:

“IH.R. 4015, the “Corporate Governance Reform and Transparency Act of 2017,” would create a costly and untested regulatory regime for proxy advisory firms… The bill purports to foster “accountability, transparency, responsiveness, and competition in the proxy advisory firm industry.” In truth, the bill interferes with shareholders’ access to impartial analysis used to inform proxy voting decisions, and thus undermines shareholders’ ability to hold corporate management accountable.”

This legislation passed the House Financial Services Committee on a 40-20 vote and has the support of one Democrat and one Republican cosponsor in the House.


Media:

Summary by Eric Revell

(Photo Credit: peepo / iStock)

AKA

Corporate Governance Reform and Transparency Act of 2017

Official Title

To improve the quality of proxy advisory firms for the protection of investors and the U.S. economy, and in the public interest, by fostering accountability, transparency, responsiveness, and competition in the proxy advisory firm industry.

bill Progress


  • Not enacted
    The President has not signed this bill
  • The senate has not voted
      senate Committees
      Committee on Banking, Housing, and Urban Affairs
  • The house Passed December 20th, 2017
    Roll Call Vote 237 Yea / 182 Nay
      house Committees
      Committee on Financial Services
    IntroducedOctober 11th, 2017

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    This should have been something that was done from the very beginning.
    Like (31)
    Follow
    Share
    These republican bills always sound so good until you get to the “fine print”. This bill is another assault on consumer protection. “In truth, the bill interferes with shareholders’ access to impartial analysis used to inform proxy voting decisions, and thus undermines shareholders’ ability to hold corporate management accountable.”
    Like (82)
    Follow
    Share
    This is another corrupt over-reach of governance by the Republican Congress with the goal of putting all aces in big corps hands. It pisses me off that these crooks think we’re so easily fooled by their chicanery.
    Like (34)
    Follow
    Share
    Of course. although you in Congress have a huge conflict of interest to deal with on January 2, 2018 and his name is Donald Trump. Now that you have your tax scam almost in place And you have rewarded your wealthy donors, sold your soul to the devil as it were, You can stop protecting the president and hold him accountable for his actions. Where are his tax returns??
    Like (25)
    Follow
    Share
    At this point what difference does it make what the public opinion is? The GOP is going to go against what the American people want regardless. Until these crony capitalists are voted out, our country is screwed!
    Like (19)
    Follow
    Share
    Call crap ice cream and sell it to the Americans. Just like net neutrality. It should have been called net monopoly. This is not different. Republicans voters wake the hell up.
    Like (12)
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    Another way of republicans screwing the consumers..over reach by the government which NO one trusts!
    Like (9)
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    Conflicts of interest should always be disclosed, so clients can take their business elsewhere if they feel it is in their best interest. Full disclosure is good ethics. If this is what the bill does, then yes!
    Like (5)
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    A REPUBLICONN SUBMITTED THIIS BILL SO
    Like (5)
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    Does this really need to be argued? It's a professional ethics standard that can't be allowed to lapse.
    Like (5)
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    I urge all Congressional Representatives to support and Vote to pass this bill. WHY??? Passage would not only increase but improve the greatly needed corporate governance, by giving shareholders information about the conflicts of interest of the proxy advisory, firm that’s providing them advice on corporate voting matters. This bill would require proxy advisory firms to register with the Securities and Exchange Commission (SEC) and subject them to certain rules and reporting requirements.
    Like (5)
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    Conflicts of interest should always be exposed… Truth and neutrality should always be paramount
    Like (4)
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    all conflicts of interest should be observed... by the way... wheres trumps tax report?
    Like (3)
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    Conflicts of interest must be disclosed. Period. These documents exist to inform investors, who need and deserve need all relevant information, including whether presumably "neutral" parties have a stake in the investment.
    Like (3)
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    This puts costly regulations on agencies that help consumers, all to benefit the corporate donors of Congress. This is a bad bill.
    Like (3)
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    Conflicts of interest should always be disclosed.
    Like (2)
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    Undisclosed money is already one of the worst damages to our elections
    Like (2)
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    Perhaps the U.S. government requires a primer on transparency?? Pushing things through in secret or making secrecy de rigeur is decidedly NOT a good thing.
    Like (2)
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    Without a Doubt!
    Like (2)
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    Transparency is a good thing!!!! Sadly most Republicans have sold out lock stock and barrel.
    Like (2)
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