Tex. Bus. Orgs. Code § 6A.102 · Subchapter B. DISCLOSURE REQUIREMENTS FOR PROXY ADVISORS
DISCLOSURES IF PROVIDING CONFLICTING VOTER ADVICE OR RECOMMENDATIONS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) For purposes of this section, "materially different," with respect to advice or a recommendation on how to vote on a company proposal or proxy proposal, means simultaneously advising or recommending that:
(1) one or more clients vote for the proposal and one or more clients vote against the proposal;
(2) one or more clients vote for a nominee for a company's governing authority and one or more clients vote against or abstain from voting for the same nominee; or
(3) one or more clients vote for or against the proposal in opposition to the recommendation of the company's management.
(b) If a proxy advisor provides to different clients who have not expressly requested services for a nonfinancial purpose either advice or a recommendation on how to vote on a proxy or company proposal that is materially different, the advisor shall:
(1) if applicable, comply with disclosure requirements for nonfinancial proxy advisory services under Section 6A.101(b);
(2) notify the following persons, in writing or by electronic means, of the conflicting advice or recommendation:
(A) each shareholder receiving the advice or recommendation;
(B) each entity or other person receiving the advice or recommendation on behalf of a shareholder;
(C) the company that is the subject of the company or proxy proposal; and
(D) the attorney general; and
(3) disclose which of the conflicting advice or recommendations is:
(A) provided solely in the financial interest of the shareholders; and
(B) supported by any specific financial analysis performed or relied on by the advisor.
Notes and commentary — not statutory text
History
Added by Acts 2025, 89th Leg., R.S., Ch. 1153 (S.B. 2337), Sec. 2, eff. September 1, 2025.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.6A.htm
- Text hash
- sha256 7187241039ca93e0ced44366f215429d7a2dfe680063c0aa0b0854f22a52813a
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
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