[20201207]IF11695_美国证券交易委员会代理咨询公司披露改革.pdf

https:/crsreports.congress.gov December 7, 2020The SECs Proxy Advisory Firm Disclosure ReformsThe boards of directors of public companies provide strategic planning and oversight. The boards, in turn respond to the views of shareholders and may vote on proposed corporate changes if the proposals gain a majority of affirmative shareholder votes at annual and special shareholder meetings. Proposals may include issues involving prospective mergers, executive compensation, environmental policy, corporate diversity, political contributions, and executive management. Due to the large number and diverse array of issues in such proposals, proxy advisory firms have emerged to provide proposal voting recommendations to institutional investors, who are large shareholders in most public companies. On July 22, 2020, the Securities and Exchange Commission (SEC) voted 3-1 to adopt controversial amendments to its proxy rules under the Securities Exchange Act of 1934 (1934 Act; P.L. 73-291) that require proxy advisory firms to disclose more information about themselves, including potential conflicts of interests. The Proxy Advisory Industry State-based business incorporation laws give the states s