President Trump has joined the Republican attack on proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS) over their positions on ESG and DEI, issuing a new executive order directing several U.S. federal agencies to increase oversight of the firms, and to investigate them for violating antitrust, unfair competition and deceptive practices laws.
In the order, Trump notes that the two firms account for more than 90% of the proxy advisory market, and claims that they “regularly use their substantial power to advance and prioritize radical politically-motivated agendas,” specifically highlighting ESG and DEI, with the order including examples such as the firms’ support for shareholder proposals requiring companies to reduce greenhouse gas emissions or to conduct racial equity audits.
Trump refers to the firms as “foreign-owned proxy advisors” that “play a significant role in shaping the policies and priorities of America’s largest companies. San Francisco-based Glass Lewis was acquired by Canadian investment firm Peloton Capital and Chairman Stephen Smith in 2021. Maryland-based ISS was acquired in 2021 by German exchange company Deutsche Börse.
The new Executive Order forms the latest in a series of actions by anti-ESG politicians in the U.S., which has increasingly focused on the proxy advisory firms in the past few months, including lawsuits and investigations launched recently by Florida and Texas, and a warning from SEC Paul Atkins of plans to examine and propose actions focused on the role of proxy advisory firms over the “weaponization of shareholder proposals by politicized shareholder activists.”
In the order, Trump directs the SEC, FTC and Department of Labor to increase scrutiny and regulatory control of the firms.
The SEC is ordered to determine if the proxy firms should be required to register as Registered Investment Advisers (RIAs), bringing them under the regulatory authority of the SEC, and to consider requiring the firms to increase transparency on their ESG and DEI recommendations and policies, as well as to investigate whether investment firms’ use of their services for advice on issues including ESG and DEI “is inconsistent with their fiduciary duties.”
The FTC is directed in the order to review the State-level investigations into the proxy firms and to “determine if there is a probable link between conduct underlying those investigations and violations of Federal antitrust law,” as well as to investigate if the firms “engage in unfair methods of competition or unfair or deceptive acts or practices” that harm consumers.
The order also directs the Secretary of Labor to review and revise regulations relating to the role of proxy advisors in advising managers of ERISA pension plans, and to take actions to increase transparency around the use of proxy advisors, with a particular focus on ESG and DEI investment practices.
In a statement provided to ESG Today, an ISS spokeswoman said:
“ISS is aware of the executive order addressing proxy advisory firms and we are now reviewing it carefully. ISS is a SEC-registered investment adviser that for more than four decades has provided independent research and vote recommendations informed by extensive client and stakeholder engagement. Our clients are sophisticated institutional investors, who determine how they wish to vote by selecting from a range of voting policies that guide our work on their behalf, or by creating customized policies for advice tailored to their own particular needs. ISS does not dictate or set corporate governance standards and remains firmly committed to operating professionally, ethically, independently, and in the best interests of our clients, as we have done historically.
