Sept 16 (Reuters) - Texas Attorney General Ken Paxton on
Tuesday launched an investigation into proxy advisers Glass
Lewis and Institutional Shareholder Services, alleging they may
have misled institutional investors and public companies.
Glass Lewis and ISS, the two largest U.S. proxy advisory
firms, analyze shareholder proposals and corporate governance
issues and provide voting recommendations to institutional
investors ahead of annual meetings.
Their guidance can influence votes on board elections,
executive compensation and environmental or social resolutions.
"Proxy advisors play a massive role in shaping corporate
governance decisions in our country, affecting tens of billions
of dollars," Paxton said in a statement.
He said his office issued civil investigative demands to
both firms to determine whether they violated Texas
consumer-protection laws, including rules on disclosing material
facts.
"Attorney General Paxton's press release mischaracterizes
Glass Lewis's advice and business practices," a Glass Lewis
spokesperson told Reuters in a statement, adding that the firm
provides advice to "highly sophisticated institutional
investors."
"Our clients are not in any way misled."
An ISS spokesperson said the firm was aware of the
announcement and remained confident that it had complied with
all applicable laws.
"(ISS) will vigorously defend itself from any allegations of
wrongdoing," the spokesperson added.
REPUBLICAN PUSH AGAINST ESG
The investigation comes amid a broader Republican campaign
against ESG, with critics arguing companies should prioritize
shareholder returns over social or environmental goals.
Several companies this year have scaled back or ended
diversity, equity, and inclusion programs with U.S. President
Donald Trump having made eliminating such programs a priority.
Texas has been at the forefront of this pushback. In August,
a federal judge issued a preliminary injunction blocking the
Republican-run state from enforcing a first-of-its-kind state
law restricting Glass Lewis and ISS from advising shareholders
on ESG practices.
"Indeed, a federal district court in Texas has enjoined the
Attorney General from targeting Glass Lewis for its
constitutionally protected speech," the Glass Lewis spokesperson
added.
Both firms have long drawn criticism for their influential
voting recommendations, traditionally from corporate executives,
but their guidance remains widely used by institutional
investors.
Supporters say the advisers help investors navigate complex
governance issues, distill lengthy filings and increase
accountability on corporate boards.