[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 8286 Introduced in House (IH)]
<DOC>
119th CONGRESS
2d Session
H. R. 8286
To amend the Federal securities laws with respect to the materiality of
disclosure requirements, to establish the Public Company Advisory
Committee, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
April 15, 2026
Mr. Steil (for himself and Mrs. Wagner) introduced the following bill;
which was referred to the Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Federal securities laws with respect to the materiality of
disclosure requirements, to establish the Public Company Advisory
Committee, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE; TABLE OF CONTENTS.
(a) Short Title.--This Act may be cited as the ``Protecting
Americans' Retirement Savings From Politics Act''.
(b) Table of Contents.--The table of contents for this Act is as
follows:
Sec. 1. Short title; table of contents.
TITLE I--MANDATORY MATERIALITY REQUIREMENT
Sec. 101. Limitation on disclosure requirements.
TITLE II--PUBLIC COMPANY ADVISORY COMMITTEE
Sec. 201. Public Company Advisory Committee.
TITLE III--PROTECTING U.S. BUSINESS SOVEREIGNTY
Sec. 301. Study on detrimental impact of the Corporate Sustainability
Due Diligence Directive and Corporate
Sustainability Reporting Directive.
TITLE IV--CORPORATE GOVERNANCE EXAMINATION
Sec. 401. Study of certain issues with respect to proxy advisory firms
and the proxy process.
TITLE V--REGISTRATION OF PROXY ADVISORY FIRMS
Sec. 501. Registration of proxy advisory firms.
TITLE VI--LIABILITY FOR CERTAIN FAILURES TO DISCLOSE MATERIAL
INFORMATION OR MAKING OF MATERIAL MISSTATEMENTS
Sec. 601. Liability for certain failures to disclose material
information or making of material
misstatements.
TITLE VII--DUTIES OF INVESTMENT ADVISERS, ASSET MANAGERS, AND PENSION
FUNDS
Sec. 701. Duties of investment advisers, asset managers, and pension
funds.
TITLE VIII--PROTECTING AMERICANS' SAVINGS
Sec. 801. Requirements related to proxy voting.
TITLE IX--EMPOWERING SHAREHOLDERS
Sec. 901. Proxy voting of passively managed funds.
TITLE X--BEST INTEREST BASED ON PECUNIARY FACTORS
Sec. 1001. Protecting retail investors' savings.
TITLE I--MANDATORY MATERIALITY REQUIREMENT
SEC. 101. LIMITATION ON DISCLOSURE REQUIREMENTS.
(a) Securities Act of 1933.--Section 2(b) of the Securities Act of
1933 (15 U.S.C. 77b(b)) is amended--
(1) in the subsection heading, by inserting ``; Limitation
on Disclosure Requirements'' after ``Formation'';
(2) by striking ``Whenever'' and inserting the following:
``(1) In general.--Whenever''; and
(3) by adding at the end the following:
``(2) Limitation.--
``(A) In general.--Whenever pursuant to this title
the Commission is engaged in rulemaking regarding
disclosure obligations of issuers, the Commission shall
expressly provide that an issuer is only required to
disclose information in response to such disclosure
obligations to the extent the issuer has determined
that such information is material with respect to a
voting or investment decision regarding the securities
of such issuer.
``(B) Applicability.--Subparagraph (A) shall not
apply with respect to the removal of any disclosure
requirement with respect to an issuer.
``(C) Rule of construction.--For the purposes of
this paragraph, information is considered material with
respect to a voting or investment decision regarding
the securities of an issuer if there is a substantial
likelihood that a reasonable investor would view the
failure to disclose that information as having
significantly altered the total mix of information made
available to the investor.''.
(b) Securities Exchange Act of 1934.--Section 3(f) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(f)) is amended--
(1) in the subsection heading, by inserting ``; Limitation
on Disclosure Requirements'' after ``Formation'';
(2) by striking ``Whenever'' and inserting the following:
``(1) In general.--Whenever''; and
(3) by adding at the end the following:
``(2) Limitation.--
``(A) In general.--Whenever pursuant to this title
the Commission is engaged in rulemaking regarding
disclosure obligations of issuers, the Commission shall
expressly provide that an issuer is only required to
disclose information in response to such disclosure
obligations to the extent the issuer has determined
that such information is material with respect to a
voting or investment decision regarding the securities
of such issuer.
``(B) Applicability.--Subparagraph (A) shall not
apply with respect to the removal of any disclosure
requirement with respect to an issuer.
``(C) Rule of construction.--For the purposes of
this paragraph, information is considered material with
respect to a voting or investment decision regarding
the securities of an issuer if there is a substantial
likelihood that a reasonable investor would view the
failure to disclose that information as having
significantly altered the total mix of information made
available to the investor.''.
TITLE II--PUBLIC COMPANY ADVISORY COMMITTEE
SEC. 201. PUBLIC COMPANY ADVISORY COMMITTEE.
The Securities Exchange Act of 1934 is amended by inserting after
section 40 (15 U.S.C. 78qq) the following:
``SEC. 40A. PUBLIC COMPANY ADVISORY COMMITTEE.
``(a) Establishment and Purpose.--
``(1) Establishment.--There is established within the
Commission the Public Company Advisory Committee (referred to
in this section as the `Committee').
``(2) Purpose.--The Committee shall--
``(A) provide the Commission with advice on the
rules, regulations, and policies of the Commission with
regard to the Commission's mission of protecting
investors, maintaining fair, orderly, and efficient
markets, and facilitating capital formation, as they
relate to--
``(i) existing and emerging regulatory
priorities of the Commission;
``(ii) issues relating to the public
reporting and corporate governance of public
companies;
``(iii) issues relating to the proxy
process for shareholder meetings held by public
companies;
``(iv) issues relating to trading in the
securities of public companies; and
``(v) issues relating to capital formation;
``(B) not provide any advice with respect to any
policies, practices, actions, or decisions concerning
the Commission's enforcement program; and
``(C) submit to the Commission such findings and
recommendations as the Committee determines are
appropriate, including recommendations for proposed
regulatory and legislative changes.
``(b) Membership.--
``(1) In general.--The membership of the Committee shall be
not fewer than 10, and not more than 20, members appointed by
the Commission from among individuals who--
``(A) are officers, directors, or senior officials
of public companies registered with the Commission
under the Securities Act of 1933 and this Act, except
for those public companies that own asset management,
fixed income, investment advisory, broker-dealer, or
proxy services businesses;
``(B) are executives or other individuals with
senior managerial responsibility in business,
professional, trade, and industry associations that
represent the interests of such public companies; and
``(C) are professional advisers and service
providers to such public companies (including
attorneys, accountants, investment bankers, and
financial advisers).
``(2) Qualifications.--At least 50 percent of the Committee
membership shall be drawn from individuals who would qualify
for membership under paragraph (1)(A).
``(3) Term.--Each member of the Committee appointed under
paragraph (1) shall serve for a term of 4 years. Vacancies
among the members, whether caused by the resignation, death,
removal, expiration of a term, or otherwise, shall be filled
consistent with the Commission's procedures then in effect.
``(4) Staggered terms.--The members of the Committee shall
serve staggered terms, with half of the initial members of the
Committee each serving for 2 years and half serving for 4
years.
``(5) Members not on other advisory committees.--Public
companies and other organizations that are currently
represented on any other Commission Advisory Committee are not
eligible to have representatives also serve on the Public
Company Advisory Committee.
``(6) Members not commission employees.--Members appointed
under paragraph (1) shall not be considered to be employees or
agents of the Commission solely because of membership on the
Committee.
``(c) Chair; Vice Chair; Secretary; Assistant Secretary.--
``(1) In general.--The members of the Committee shall
elect, from among the members of the Committee--
``(A) a Chair;
``(B) a Vice Chair;
``(C) a Secretary; and
``(D) an Assistant Secretary.
``(2) Term.--Each member elected under paragraph (1) shall
serve for a term of 2 years in the capacity the member was
elected under paragraph (1).
``(3) Subcommittees.--The Chair may create subcommittees
that hold public or non-public meetings and provide
recommendations to the full Committee.
``(d) Meetings.--
``(1) Frequency of meetings.--The Committee shall meet--
``(A) not less frequently than twice annually, at
the call of the chair of the Committee; and
``(B) from time to time, at the call of the
Commission.
``(2) Notice.--The Chair of the Committee shall give the
members of the Committee written notice of each meeting, not
later than 2 weeks before the date of the meeting.
``(e) Staff.--The Commission shall make available to the Committee
such staff as the Chair of the Committee determines are necessary to
carry out this section.
``(f) Review by Commission.--The Commission shall--
``(1) review the findings and recommendations of the
Committee; and
``(2) each time the Committee submits a finding or
recommendation to the Commission, promptly issue a public
statement--
``(A) assessing the finding or recommendation of
the Committee; and
``(B) disclosing the action, if any, the Commission
intends to take with respect to the finding or
recommendation.
``(g) Committee Findings.--Nothing in this section shall require
the Commission to agree to or act upon any finding or recommendation of
the Committee.
``(h) Nonapplicability of the Federal Advisory Committee Act.--
Chapter 10 of part I of title 5, United States Code, shall not apply to
the Committee and the activities of the Committee.''.
TITLE III--PROTECTING U.S. BUSINESS SOVEREIGNTY
SEC. 301. STUDY ON DETRIMENTAL IMPACT OF THE CORPORATE SUSTAINABILITY
DUE DILIGENCE DIRECTIVE AND CORPORATE SUSTAINABILITY
REPORTING DIRECTIVE.
(a) Study.--The Securities and Exchange Commission shall conduct a
study to examine and evaluate--
(1) the detrimental impact and potential detrimental impact
of each of the Directives on--
(A) United States companies, consumers, and
investors; and
(B) the economy of the United States;
(2) the extent to which each of the Directives aligns with
international conventions and declarations on human rights and
environmental obligations; and
(3) the legal basis for the extraterritorial reach of each
of the Directives.
(b) Report.--Not later than 1 year after the date of the enactment
of this Act, the Securities and Exchange Commission shall submit to the
Committee on Banking, Housing, and Urban Affairs of the Senate, the
Committee on Financial Services of the House of Representatives, the
Secretary of State, the Secretary of Commerce, and the United States
Trade Representative a report that includes--
(1) the results of the study conducted under this section;
and
(2) recommendations for policymakers and relevant
stakeholders on potential mitigating measures, alternative
approaches, or modifications to each of the Directives that
would address any concerns identified in the study.
(c) Access to Information.--The Securities and Exchange Commission
may request from private entities such relevant data and information as
the Securities and Exchange Commission determines necessary to carry
out the study required under this section and such private entities
shall provide such requested data and information to the Securities and
Exchange Commission.
(d) Directives Defined.--In this section the term ``Directives''
means--
(1) Directive (EU) 2024/1760 of the European Parliament and
of the Council of 13 June 2024 on corporate sustainability due
diligence;
(2) Directive (EU) 2022/2464 of the European Parliament and
of the Council of 14 December 2022 on corporate sustainability
reporting; and
(3) any directive of the European Parliament and of the
Council that amends, supplements, replaces, or otherwise
modifies a directive described in paragraph (1) or (2),
including Directive (EU) 2026/470 of the European Parliament
and of the Council of 26 February 2026.
TITLE IV--CORPORATE GOVERNANCE EXAMINATION
SEC. 401. STUDY OF CERTAIN ISSUES WITH RESPECT TO PROXY ADVISORY FIRMS
AND THE PROXY PROCESS.
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is
amended by adding at the end the following:
``(k) Study of Certain Issues With Respect to Proxy Advisory Firms
and the Proxy Process.--
``(1) In general.--Not later than 180 days after the date
of the enactment of this subsection, and every 5 years
thereafter, the Commission shall conduct a comprehensive study
on proxy advisory firms and the proxy process.
``(2) Scope of study.--The studies required under paragraph
(1) shall cover--
``(A) the previous 10 years, with respect to the
initial study; and
``(B) the previous 5 years, with respect to each
other study.
``(3) Contents.--Each study required under paragraph (1)
shall address the following issues:
``(A) The financial and other incentives and
obligations of all groups involved in the proxy
process.
``(B) A consideration of whether financial and
other incentives have created a process that no longer
serves the economic interests of retail investors.
``(C) An analysis of whether regulations and
financial incentives have created and protected the
outsized influence of proxy advisors or a duopoly in
proxy advice, and if so, what are the benefits and
costs of that outsized influence or duopoly.
``(D) The costs incurred by issuers in responding
to politically-, environmentally-, or socially-
motivated shareholder proposals.
``(E) An analysis of the impact that shareholder
proposals have on discouraging private companies from
going public.
``(F) A thorough assessment of the economic
analysis, if any, conducted by proxy advisory firms and
institutional shareholders when recommending or voting
in favor of shareholder proposals.
``(G) A review of the extent to which institutional
investors, who owe fiduciary duties, rely on proxy
advisory firm recommendations.
``(H) An assessment of whether, in light of their
significant influence on corporate actions and vote
outcomes, proxy advisors are subject to sufficient and
effective regulation to ensure that their policies and
recommendations are accurate, free of conflicts, and
benefit the best economic interest of shareholders at
large.
``(4) Report.--At the completion of each study required
under paragraph (1) the Commission shall issue a report to the
Committee on Banking, Housing, and Urban Affairs of the Senate
and the Committee on Financial Services of the House of
Representatives that includes the results of the study.''.
TITLE V--REGISTRATION OF PROXY ADVISORY FIRMS
SEC. 501. REGISTRATION OF PROXY ADVISORY FIRMS.
(a) Amendment.--The Securities Exchange Act of 1934 (15 U.S.C. 78a
et seq.) is amended by inserting after section 15G the following new
section:
``SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS.
``(a) Conduct Prohibited.--It shall be unlawful for a proxy
advisory firm to make use of the mails or any means or