Senate Bill 879 introduces new regulations for proxy advisory services that provide recommendations to shareholders of publicly traded companies. The bill defines a proxy advisor and outlines the requirements for their advisory services, particularly focusing on whether their recommendations are based on a written financial analysis. If a proxy advisor makes a recommendation against company management without such an analysis, they must disclose this lack of analysis to shareholders and the company's board of directors, as well as on their website. Conversely, if the recommendation is based on a written financial analysis, the advisor must provide clear disclosures about the analysis to shareholders and the company's board.
The bill also establishes that violations of these provisions will be considered unfair and deceptive practices under state law, granting enforcement authority to the Department of Justice and district attorneys. Additionally, individuals harmed by a proxy advisor's violation can seek legal remedies, including declaratory judgments or injunctive relief, provided they notify the attorney general before proceeding with their action. This legislation aims to enhance transparency and accountability in proxy advisory services, ensuring that shareholders are well-informed when making voting decisions.