Bill > SB417

This bill, titled the Proxy Advisor Transparency Act, aims to ensure that investors receive clear and accurate information when using proxy advisors, which are companies that provide recommendations on how shareholders should vote on corporate matters. The bill establishes that shareholders reasonably expect these advisors to act in their financial interest and base recommendations on financial analysis. It highlights the importance of this for proxy voting advice, as investors often rely on these services due to the complexity and volume of shareholder votes. The act defines key terms like "proxy advisor" (a paid service providing voting advice), "company" (a publicly traded entity), and "written financial analysis" (a document detailing financial benefits, costs, and expected impact on shareholder value). The core provision requires proxy advisors to clearly disclose to clients, companies, and publicly on their websites whether their recommendations against company management are based on a written financial analysis that considers the impact on shareholder value; if no such analysis was performed, this lack of analysis must be disclosed. If a written financial analysis was conducted, the proxy advisor must state this, confirm it considers shareholder value, and make the analysis available upon request. Violations of this act are considered deceptive trade practices, allowing for enforcement by the Attorney General and private lawsuits by aggrieved parties, including investors, companies, and shareholders. The bill also includes a severability clause and sets an effective date of July 1, 2026.

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http://www.wvlegislature.gov/Bill_Status/Bills_history.cfm?input=417&year=2026&sessiontype=RS&btype=bill