Federal agencies review and investigate proxy-adviser practices

The SEC Chairman must review related rules and enforce securities laws against material false or missing information in proxy advice. The review covers proxy advisers, shareholder proposals, investment advisers, and advice involving nonfinancial factors. Any rule changes must follow the Administrative Procedure Act. The SEC must assess, rather than automatically impose, registration, disclosure, group-status, and fiduciary-duty requirements.

The FTC Chairman must review related state investigations and investigate possible unfair competition, deceptive conduct, and antitrust violations. The investigation covers proxy advisers accused of collusion, hidden conflicts, misleading information, or conduct that could harm consumer investments. The FTC must act under the Federal Trade Commission Act and consult the Attorney General as appropriate. The order directs an investigation and review; it does not establish that any violation occurred.

The Labor Secretary must take steps to revise retirement-plan guidance and strengthen fiduciary standards and transparency. These directions cover managers and advisers, including proxy advisers, connected to shares held by ERISA-covered pension and retirement plans. Any revisions must follow the Administrative Procedure Act and other applicable law. The Labor Secretary must consider treating compensated advisers with a relationship of trust and confidence as ERISA investment-advice fiduciaries. Implementation is subject to available appropriations.