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Proxy advisors win third legal victory to stop Republican anti-ESG rules

A federal judge granted a preliminary order on Friday, blocking an Indiana law that requires new disclosures by proxy advisers. This is the third legal victory for Institutional Shareholder Services (ISS) and Glass Lewis in their fight against Republican legislators' restrictions.

Both firms offer advice on how shareholders can vote at annual corporate meetings. Republican politicians have long been sympathetic to business concerns about executive compensation. Recently, they have also claimed that the firms favor shareholder resolutions that focus on environmental, governance, or social (ESG) issues like climate change and workforce diversity.

Three recent cases where proxy firms gained the upper-hand - Indiana, Kansas and Texas this month - suggest that these efforts are still slow-moving.

Indiana's law, which is set to come into effect on July 1, required firms to submit a written financial analysis of their reasoning if they recommended voting against management. Supporters said that it was necessary to keep the advice focused on financial results.

The two firms, in separate filings, alleged that the law violated their rights. This included their right to freedom of speech. Matthew Brookman was the U.S. District Judge for the Southern District of Indiana on Friday. He agreed, among others, with plaintiffs that the law amounts to "viewpoint discrimination", because it only imposes burdens if proxy firms disagree with the management.

Indiana Attorney General Todd Rokita's representatives, who were defending the law and defended it, did not reply to comments.

In a press release, ISS praised Brookman for his decision to overturn a law that it called an "unconstitutional exercise in power over the market." The firm cited other similar federal rulings which blocked efforts to rein in proxy advisors in Kansas and Texas.

In the last year, Texas, Kansas and Indiana courts have granted preliminary orders barring?states from enforcing similar laws that were pushed by advocacy groups. This latest decision is further 'evidence' that states?cannot impose onerous requirements on proxy advisors for simply making recommendations that don’t align with company management,' ISS stated.

Glass Lewis' spokesperson confirmed via email that it was pleased with the recent decisions. This person stated that "These rulings protect core First Amendment principles, rejecting speaker and viewpoint discrimination, and ensure we can deliver the objective research our clients expect."

The federal court cases in?Kansas and Texas remain pending. ISS and Glass Lewis?also?sued a Kentucky similar rule to stop enforcement. Florida sued ISS and Glass Lewis separately over allegations of consumer protection and antitrust, which they both deny. ISS has vowed that it will fight similar lawsuits in four other states.

(source: Reuters)