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Bill114th CongressFiled May 24, 2016Finance and Financial Sector
H.R. 5311

Corporate Governance Reform and Transparency Act of 2016

Bill journey · stage 2 of 5

Under committee review

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What it doesSummary reported to house with amendment(s) (Sep 28, 2016)

Corporate Governance Reform and Transparency Act of 2016

(Sec. 3) This bill amends the Securities Exchange Act of 1934 to: (1) require a proxy advisory firm to register with the Securities and Exchange Commission (SEC); and (2) prohibit an unregistered proxy advisory firm from using interstate commerce to provide proxy-voting research, analysis, or recommendations to any client.

With respect to such firms, the bill: (1) establishes procedures for both registration and termination of registration; (2) requires each firm to employ an ombudsman, designate a compliance officer, and file specified documents with the SEC; and (3) prohibits unfair, coercive, or abusive practices.

(Sec. 4) The SEC shall report annually on its website regarding registration applications and related matters.

What just happenedSep 28, 2016

Placed on the Union Calendar, Calendar No. 621.

Who’s behind it

Rep. Duffy, Sean P. [R-WI-7](R-WI)Sponsor
1 cosponsor1 D
Read on Congress.gov
1cosponsors1committees10actions1related bills8subjects
  1. Sep 28, 2016CalendarsH12410

    Placed on the Union Calendar, Calendar No. 621.

  2. Sep 28, 2016CommitteeH12200

    Reported (Amended) by the Committee on Financial Services. H. Rept. 114-798.

    Financial Services Committee
  3. Sep 28, 2016Committee5000

    Reported (Amended) by the Committee on Financial Services. H. Rept. 114-798.

    Financial Services Committee
  4. Jun 16, 2016Committee

    Ordered to be Reported (Amended) by the Yeas and Nays: 41 - 18.

    Financial Services Committee
  5. Jun 16, 2016Committee

    Committee Consideration and Mark-up Session Held.

    Financial Services Committee
  6. Jun 15, 2016Committee

    Committee Consideration and Mark-up Session Held.

    Financial Services Committee
  7. May 24, 2016IntroReferralH11100

    Referred to the House Committee on Financial Services.

    Financial Services Committee
  8. May 24, 2016IntroReferralIntro-H

    Introduced in House

  9. May 24, 2016IntroReferral1000

    Introduced in House

  10. May 17, 2016Committee

    Hearings Held by the Subcommittee on Capital Markets and Government Sponsored Enterprises Prior to Introduction and Referral.

    Capital Markets Subcommittee
Reported to House with amendment(s)Sep 28, 201617

Corporate Governance Reform and Transparency Act of 2016

(Sec. 3) This bill amends the Securities Exchange Act of 1934 to: (1) require a proxy advisory firm to register with the Securities and Exchange Commission (SEC); and (2) prohibit an unregistered proxy advisory firm from using interstate commerce to provide proxy-voting research, analysis, or recommendations to any client.

With respect to such firms, the bill: (1) establishes procedures for both registration and termination of registration; (2) requires each firm to employ an ombudsman, designate a compliance officer, and file specified documents with the SEC; and (3) prohibits unfair, coercive, or abusive practices.

(Sec. 4) The SEC shall report annually on its website regarding registration applications and related matters.

Introduced in HouseMay 24, 2016

Corporate Governance Reform and Transparency Act of 2016

This bill amends the Securities Exchange Act of 1934 to require the registration of proxy advisory firms and make it unlawful for an unregistered proxy advisory firm to make use of the mails or any means or instrumentality of interstate commerce to provide proxy voting research, analysis, or recommendations to any client.

"Proxy advisory firm" means any person registered under this bill who is engaged in the business of providing proxy voting research, analysis, or recommendations to clients, which conduct constitutes a solicitation, except to the extent that the person is exempted by Securities and Exchange Commission (SEC) rules and regulations from requirements that otherwise apply to persons engaged in a solicitation.

The bill prescribes both registration and termination procedures.

The SEC shall report annually on its Internet website about proxy advisory firm registration applicants, actions taken on the applications, and specified related matters.

Corporate Governance Reform and Transparency Act of 2016 — Informed