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H.R. 5311 (114th): Corporate Governance Reform and Transparency Act of 2016


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The summary below was written by the Congressional Research Service, which is a nonpartisan division of the Library of Congress, and was published on Sep 28, 2016.


Corporate Governance Reform and Transparency Act of 2016

(Sec. 3) This bill amends the Securities Exchange Act of 1934 to: (1) require a proxy advisory firm to register with the Securities and Exchange Commission (SEC); and (2) prohibit an unregistered proxy advisory firm from using interstate commerce to provide proxy-voting research, analysis, or recommendations to any client.

With respect to such firms, the bill: (1) establishes procedures for both registration and termination of registration; (2) requires each firm to employ an ombudsman, designate a compliance officer, and file specified documents with the SEC; and (3) prohibits unfair, coercive, or abusive practices.

(Sec. 4) The SEC shall report annually on its website regarding registration applications and related matters.