As we mentioned last week, the Securities and Exchange Commission (SEC) voted to regulate proxy advisers more closely—changes for which BIO has been advocating for years. These changes will help ensure investors have more complete information ahead of a shareholder vote, instead of just the information provided by proxy firms—and ensure everyone is aware of a proxy firm’s conflicts of interest, which have long been withheld from their clients and the public.
First, what’s a proxy advisory firm? They advise institutional investors on how to vote at shareholder meetings—and they have a lot of influence over how shareholders vote, despite having little to no direct stake in the company, as The Wall Street Journal explains.
Now, proxy firms will be regulated more closely. The SEC finalized rules requiring proxy firms to disclose any and all material conflicts of interest, methodologies, and resources, among other provisions.
And failure to disclose—and that includes omitting pertinent information or including misleading information—may constitute violations of anti-fraud provisions governing solicitations.
Regarding reporting, proxy firms have to make reports available to registrants before or at the same time they’re available to investors, and ensure investors have the ability to see company feedback, corrections, or dissentions with sufficient time before votes are cast at shareholder meetings.
So, companies have the chance to disseminate information, addendums, and responses ahead of the shareholder vote.
The SEC also issued guidance to proxy clients—basically saying that investor advisers must disclose to their clients under what circumstances and the extent to which they will use automated voting services, among other disclosures needed to ensure that clients can provide informed consent for the use of automated voting.
These rules will ultimately curb the power of proxy firms—and allow BIO members to counter proxy advisers’ undue influence and end the lack of oversight that has allowed proxy firms to go unchecked for decades.
What’s next: The rules go into effect in 60 days, but proxy advisers have until December 1, 2021, to comply.
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