Indiana law requires proxy advisers to explain opposition to management

Proxy advisers must disclose whether certain recommendations or voting policies against management rely on a written financial analysis. These rules cover paid advisers who give voting advice, research proposals, or develop voting recommendations or policies for covered entities or people in Indiana. They exclude certain FDIC-insured financial institutions and related workers, and charitable organizations meeting the stated revenue limits. If an adviser used a written analysis, it must provide the analysis to covered recipients on request within a reasonable time. For advice or research about a proposal, the adviser must also give the disclosure, or the analysis if used, to entity management. If no written analysis was used, the adviser must display a statement about that on its website home page while it provides services to an interest holder or representative. The chapter takes effect July 1, 2026. Advisers must give the required disclosure when they provide the advice or research.

Violations are treated as deceptive acts under Indiana consumer protection law, and covered people may seek a court order against an adviser they believe violated the chapter. These provisions apply to violations of the proxy adviser chapter and allow covered recipients, affected entities, and their interest holders to seek court relief. Covered people include recipients of the services, the entity that is the subject of advice or research, and its interest holders. A person bringing a court action must notify the attorney general in writing within seven days; the attorney general may join the case. The chapter takes effect July 1, 2026. A person bringing a court action must notify the attorney general within seven days.