Proxy Advisor Transparency Act.
Proxy advisors must disclose whether their recommendations are based on written financial analysis and post services online.
Full legal title
AN ACT relating to corporations, partnerships and associations; requiring proxy advisors to disclose when proxy advisory services are not based on a written financial analysis as specified; requiring proxy advisors to disclose when proxy advisory services are based on a written financial analysis as specified; requiring proxy advisors to disclose proxy advisory services on their websites as specified; authorizing the secretary of state to discipline registered investment advisers for violations of the disclosure requirements; providing definitions; providing legislative findings; providing for a penalty; providing for a civil cause of action; making conforming amendments; providing rulemaking authority; specifying applicability; and providing for effective dates.
Requires proxy advisors to disclose when proxy voting recommendations are not based on written financial analysis and establishes enforcement mechanisms through the Secretary of State and civil causes of action.
- Defines key terms including 'proxy advisor,' 'proxy advisory service,' 'company proposal,' 'proxy proposal,' and 'written financial analysis' for purposes of the act. (W.S. 17-33-102)
- Requires proxy advisors to disclose to shareholders and company boards when a recommendation against company management is not based on a written financial analysis, including specific details about what analysis was not performed. (W.S. 17-33-103(a), W.S. 17-33-103(b))
- Requires proxy advisors to display prominently on their website homepage that their services include recommendations against company management that are not based on written financial analyses meeting specified criteria. (W.S. 17-33-103(c))
- Requires proxy advisors to disclose to shareholders and company boards when a recommendation against company management is based on a written financial analysis, and to make such analysis available upon request in electronic form. (W.S. 17-33-103(d), W.S. 17-33-103(e), W.S. 17-33-103(f))
- Classifies violations of the disclosure requirements as unlawful deceptive trade practices under Wyoming's Consumer Protection Act. (W.S. 17-33-103(g), W.S. 40-12-105(a)(xviii))
- Authorizes shareholders and affected companies to bring civil actions for declaratory judgment or injunctive relief against proxy advisors for violations, with required notice to the Attorney General who may intervene. (W.S. 17-33-103(h))
- Authorizes the Secretary of State to deny, revoke, suspend, or restrict registration of registered investment advisers who violate the proxy advisor disclosure requirements. (W.S. 17-4-412(d)(xv))
- Directs the Secretary of State to promulgate rules necessary to implement the act. (Section 5)
Effective: July 1, 2026
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