Corporate Governance Fairness Act

The "Corporate Governance Fairness Act" aims to enhance oversight of proxy advisory firms by amending the Investment Advisers Act of 1940. This legislation mandates that most proxy advisory firms, defined as entities providing proxy voting research, analysis, or recommendations to investors, register as investment advisers under the Act. A key exemption is provided for smaller firms with gross receipts not exceeding $5,000,000, though they retain the option to register voluntarily. The bill clarifies that certain existing exclusions from the investment adviser definition will not apply to proxy advisory firms, ensuring they are subject to the Act's regulatory framework. It empowers the Securities and Exchange Commission (SEC) to conduct periodic and special examinations of these firms. These examinations must specifically review for any knowing false statements, material omissions, and the adequacy of policies addressing conflicts of interest within proxy advisory firms. Furthermore, the legislation requires the SEC to submit a comprehensive report to Congress within two years. This report must evaluate current conflict of interest policies and procedures designed to prevent misleading statements, and assess whether additional investor protections are necessary. The SEC is also tasked with providing updated versions of this report every five years to ensure ongoing evaluation of investor safeguards.