Texas Enacts New Law to Regulate Proxy Advisory Firms (Harvard Law School Forum on Corporate Governance)

On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, including ISS and Glass Lewis. SB 2337 regulates proxy advice based on "nonfinancial" factors such as ESG and DEI and requires proxy advisors to provide a "specific financial analysis" for any recommendation in opposition to management's position.

Download the pdf below to read an article about the notable requirements of this bill by Randi Lesnick, Ferrell Keel, Joel May, Sidney Smith McClung, Mark Rasmussen, and Peter Zwick, published in the Harvard Law School Forum on Corporate Governance.