,i  #aaith ,,congress  #ast ,session    
,h4 ,r4 #djih  ,,in ,,the ,,house ,,of  
,,representatives  ,june #bd1 #bjbe,mr4 
,fitzgerald introduced the following    
bill2 which was referred to the         
,committee on ,financial ,services  ,a  
,,bill  ,to amend the ,securities       
,exchange ,act of #aicd to prohibit     
certain acts by proxy advisory firms1   
and for other purposes4  #a4 ,short     
title  ,this ,act may be cited as the   
,stopping ,proxy ,advisor ,racketeering 
,act4  #b4 ,conduct of proxy advisory   
firms ,the ,securities ,exchange ,act of
 #aicd 7#ae ,u4,s4,c4 #gh;a et seq47 is 
amended by inserting after section      
#ad;,b the following3  #ad;,c4 ,conduct 
of proxy advisory firms  7a7 ,prohibited
 conduct ,it shall be unlawful for a    
proxy advisory firm to provide proxy    
voting advice if the proxy advisory firm
 possesses a conflict of interest1      
direct or indirect1 including by--  7#a7
 providing consulting services offered  
directly or indirectly through an       

affiliate to a registrant2  7#b7        
modifying a voting recommendation or    
otherwise departing from the adopted    
systematic procedures and methodologies 
of the proxy advisory firm or affiliate 
for the provision of proxy voting advice
 based on whether a registrant1 or      
affiliate of the registrant1 subscribes 
or will subscribe to the services or    
products of the proxy advisory firm or  
any affiliate of the proxy advisory     
firm2  7#c7 providing proxy voting      
advice during any period of time when   
the proxy advisory firm or any affiliate
 of the proxy advisory firm is providing
 stewardship or engagement services to a
 shareholder proponent1 a non-issuer1 a 
soliciting person1 or affiliate of any  
of the foregoing related to the matter  
covered by the proxy voting advice2 or  
7#d7 being a member of any organization 
that supports a shareholder-sponsored   
proposal that is1 or is substantially   
the same subject matters as1 the proxy  
voting advice4  7b7 ,administrative     

civil penalties available ,if the       
,commission finds1 after notice and     
opportunity for hearing in a proceeding 
instituted pursuant to section #ba;,c1  
that a proxy advisory firm violated     
subsection 7a71 the ,commission may1 in 
addition to entering an order under     
section #ba;,c1 impose a civil penalty  
against the proxy advisory firm and any 
other person that the ,commission finds 
was a cause of such violation4 ,the     
determination to impose such a civil    
penalty and the amount of the penalty   
shall be governed by the standards set  
forth in section #ba;,b4  7c7           
,definitions ,in this section3  7#a7    
,consulting services ,with respect to a 
proxy advisory firm or an affiliate of a
 proxy advisory firm1 the term          
consulting services means-- 7,a7        
providing any non-public information    
with respect to a proxy advisory firm's 
polices or ratings methodologies2  7,b7 
any services designed to provide        
guidance or advice regarding any        

corporate governance1 compensation1     
corporate social responsibility1        
environmental1 social1 political1 or    
other policies1 disclosures1 or actions 
adopted by a registrant with respect    
to-- 7i7 any matter--  7,i7 for which   
security holder vote or consent is or   
will be solicited2 and  7,,ii7 as to    
which the proxy advisory firm makes or  
will make a recommendation as to a      
security holder's vote or consent2 or   
7ii7 matters included in or covered by  
any written report or rating furnished  
by the proxy advisory firm2 and  7,c7   
such other services as the ,commission  
may determine4  7#b7 ,proxy advisory    
firm ,the term proxy advisory firm means
 a person that markets the person's     
expertise as a provider of proxy voting 
advice1 separately from other forms of  
investment advice1 and sells such proxy 
voting advice for a fee4  7#c7 ,proxy   
voting advice ,the term proxy voting    
advice means any advice that makes a    
recommendation to a security holder as  

to the vote1 consent1 or authorization  
of the security holder on a specific    
matter for which the approval of the    
security holder is solicited4  7#d7     
,registrant ,the term registrant means  
the issuer of the securities in respect 
of which proxies are to be solicited4  4