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Increased Oversight for Proxy Advisory Firms: Mandatory Registration and Inspections

This Act amends the Investment Advisers Act of 1940 to require proxy advisory firms to register as investment advisers. It mandates the Securities and Exchange Commission (SEC) to conduct periodic inspections of these firms, focusing on policies regarding conflicts of interest and whether firms knowingly make false statements or omit material facts. The bill excludes firms with annual gross receipts of not more than $5 million from the definition, unless they choose to register.
Key points
Proxy advisory firms must register as investment advisers under the Investment Advisers Act of 1940.
The SEC will conduct periodic inspections regarding false statements, omitted material facts, and conflicts of interest.
The Commission is required to report on whether existing rules sufficiently protect investors and their ability to make informed decisions.
Firms with annual gross receipts of not more than $5 million are generally excluded from the definition of a proxy advisory firm.
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Status: Introduced
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Additional Information
Print number: 119_S_3055
Sponsor: Sen. Reed, Jack [D-RI]
Process start date: 2025-10-23