SEC Issues Guidance on Investment Advisers’ Use of Proxy Firms and Application of Proxy Rules to Voting Recommendations; Proposes to Narrow Certain Exemptions to Proxy Rules—Part 2

In August 2019 the Securities and Exchange Commission (SEC) voted to issue two guidance statements in connection with its review of the role of proxy advisory firms in the proxy process: (1) the IA Release, which primarily interprets the Investment Advisers Act of 1940; and (2) the Exchange Act Release, which interprets the proxy provisions of the Securities Exchange act of 1934. Part 1 of this article, which appeared in the July issue of The Investment Lawyer, reviewed certain background law, guidance, and policy concerns regarding the use of proxy advisory firms. This final Part 2 continues the review, and discusses potential legal and practical consequences of the two Releases.

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