Sec. 11. (a) If a proxy advisor makes a recommendation against entity management on an entity proposal or proxy proposal, or makes a default recommendation or policy concerning votes against entity management on entity proposals or proxy proposals, and the proxy advisor does not do so based on a written financial analysis, the proxy advisor shall do the following:
(1) At the time the proxy advisor provides the proxy advisory services, provide a clear and conspicuous disclosure to each interest holder or any person acting on behalf of an interest holder receiving the proxy advisory services that:
(A) identifies the services being provided by the proxy advisor;
(B) identifies the recommendation or policy at issue; and
(C) states that the proxy advisor has made the recommendation or policy without utilizing a written financial analysis regarding the impact that the recommended action would have on entity interest holders that:
(i) analyzes the expected short term and long term financial benefits and costs to the entity of implementing the entity proposal or proxy proposal;
(ii) concludes what vote or course of action is most likely to positively affect interest holder value; and
(iii) explains the methods and processes used to prepare the analysis, including the experience and geographic location of the personnel who formed the conclusion.
(2) If the proxy advisor provides proxy advisory services described in section 8(1) or 8(2) of this chapter, then at the time the proxy advisor provides the proxy advisory services described in section 8(1) and 8(2) of this chapter, the proxy advisor must provide the disclosure described in subdivision (1) to entity management.
(3) For the entire time that a proxy advisor is providing proxy advisory services to an interest holder of an entity or any person acting on behalf of an interest holder of an entity, prominently display on the home page of the proxy advisor's website a statement that the proxy advisor has made a recommendation:
(A) against entity management on an entity proposal or proxy proposal; and
(B) without utilizing a written financial analysis regarding the impact that the recommended action would have on entity interest holders that:
(i) analyzes the expected short term and long term financial benefits and costs to the entity of implementing the entity proposal or proxy proposal;
(ii) concludes what vote or course of action is most likely to positively affect interest holder value; and
(iii) explains the methods and processes used to prepare the analysis, including the experience and geographic location of the personnel who formed the conclusion.
(b) If a proxy advisor makes a recommendation against entity management on an entity proposal or proxy proposal, or makes a default recommendation or policy concerning votes against entity management on entity proposals or proxy proposals, and the proxy advisor does so based on a written financial analysis, the proxy advisor shall do the following:
(1) At the time the proxy advisor provides the proxy advisory services, provide a clear and conspicuous disclosure to each interest holder or any person acting on behalf of an interest holder receiving the proxy advisory services that:
(A) identifies the services being provided by the proxy advisor;
(B) identifies the recommendation or policy at issue;
(C) states that the proxy advisor utilized a written financial analysis that:
(i) analyzes the expected short term and long term financial benefits and costs to the entity of implementing the entity proposal or proxy proposal;
(ii) concludes what vote or course of action is most likely to positively affect interest holder value; and
(iii) explains the methods and processes used to prepare the analysis, including the experience and geographic location of the personnel who formed the conclusion; and
(D) states that the written financial analysis described in clause (C) is available upon request.
(2) Make the written financial analysis described in subdivision (1)(C) available to an interest holder or any person acting on behalf of an interest holder, receiving the proxy advisory services within a reasonable time after an interest holder or any person acting on behalf of an interest holder, receiving the proxy advisory services requests the written financial analysis.
(3) If the proxy advisor provides proxy advisory services described in section 8(1) or 8(2) of this chapter, then at the time the proxy advisor provides the proxy advisory services described in section 8(1) and 8(2) of this chapter, the proxy advisor must provide a copy of the written financial analysis described in subdivision (1)(C) to entity management.
As added by P.L.60-2026, SEC.1.
