Securities Regulation Daily Wrap Up, PROXIES—Congressional Republicans seek answers on proxy advisor investigations, (Jul 23, 2026)

By Rodney F. Tonkovic, J.D.

The lawmakers requested information regarding the status of FTC and DOJ investigations into ISS and Glass, Lewis's alleged anticompetitive and political activities.

A group of House Republicans led by Ronny Jackson (TX-13) sent a letter to the heads of the FTC and DOJ looking for information on the agencies' investigations into the proxy advisor industry. The letter asks for responses to its questions about the agencies' examination of potential antitrust violations by Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC, two major proxy advisory firms that have been targeted by an executive order.

Order. The letter of July 17, 2026, follows up on a December 2025 executive order issued by President Trump: "Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors." The order specifically targets ISS and Glass, Lewis, stating that they use their outsized influence to shape the policies and priorities of America's largest companies to prioritize DEI and ESG. The order directs the SEC, FTC, and the Department of Labor to take steps to increase oversight and transparency in the proxy advisory industry.

Concerns. The letter notes that it supports the agencies' efforts to date, but the signers remain concerned that ISS and Glass, Lewis collectively control more than 90 percent of the market and wield substantial influence over shareholder voting at public companies. The missive notes that ISS and Glass, Lewis use their influence to impose DEI and ESG agendas on American companies. Jackson, who represents one of the largest districts in Texas, points out that both companies opposed eight separate proposals by companies seeking to redomicile in Texas, which he says raises concerns about collusion between them in furtherance of their political agendas.

Questions. The representatives seek greater transparency into the FTC and DOJ's efforts to examine potential violations of Federal antitrust laws by ISS and Glass, Lewis and, to that end, ask for information in four areas:

• A description of the investigative actions taken since the issuance of the executive order;

• Whether the firms have disclosed conflicts of interest resulting from their practice of providing ESG consulting services to companies while also advising investors on shareholder votes involving those companies;

• Whether ISS and Glass, Lewis should have disclosed to clients that they were challenging Texas Senate Bill 2337 in court before recommending opposition to ExxonMobil's move to Texas; and

• Whether the DOJ has analyzed the firms' opposition to Texas corporate redomiciliation proposals as possible evidence of coordinated anticompetitive conduct.

Rep. Jackson said: "For too long, a small number of foreign-owned proxy advisor firms have exercised outsized influence over U.S. businesses, pushing radical ESG and DEI agendas to the detriment of American consumers and the Texas economy." He continued: "I’m proud to support President Trump and his administration’s efforts to investigate these politically-motivated firms for unfair, deceptive, and anticompetitive practices. I look forward to working with my colleagues to provide greater transparency and accountability into the industry and ensure everyday investors can have confidence that proxy voting recommendations are made in the best financial interests of shareholders."

In addition to Jackson, the letter is signed by Representatives Jake Ellzey (TX-06), Beth Van Duyne (TX-24), Pat Fallon (TX-04), Keith Self (TX-03), Troy Nehls (TX-22), Wesley Hunt (TX-38), Chip Roy (TX-21), Roger Williams (TX-25), Lance Gooden (TX-05), August Pfluger (TX-11), Nathaniel Moran (TX-01), Craig Goldman (TX-12), Michael Cloud (TX-27), Randy Weber (TX-14), John Carter (TX-31), Brandon Gill (TX-26), and Monica De La Cruz (TX-15).

LegislativeActivity: CorporateGovernance ESGNews GCNNews Proxies