House Bill No. [insert bill number] proposes the enactment of the Proxy Advisor Transparency Act, which introduces regulations for proxy advisors in Louisiana. The bill defines key terms such as "company," "company proposal," "proxy advisor," and "written financial analysis." It mandates that proxy advisors who make recommendations against company management on proposals must disclose whether their recommendations are based on a written financial analysis. If not, they must provide clear disclosures to shareholders and the company's board of directors, including the nature of the service and the lack of financial analysis. Conversely, if a recommendation is based on a written financial analysis, the proxy advisor must disclose this fact and make the analysis available upon request.
The bill also establishes enforcement mechanisms, categorizing violations as unfair and deceptive trade practices under Louisiana law. It allows aggrieved parties, including recipients of proxy advisory services and companies affected by such services, to seek legal remedies, including declaratory judgments or injunctions. The attorney general is granted investigative powers to address potential violations. The act is set to take effect on January 1, 2027, and will apply prospectively.