What changed between these versions
A small clarification. v2 refines the language regarding proxy advisory firm registration by changing "such an organization" to "such firm" in Section 501(d). Additionally, Section 901(a)(1)(A) and (b)(1) are updated to include "or default choice" for published voting policies and to specify "investment and proxy voting authority" for beneficial owners, clarifying the scope of voting instructions for passively managed funds.
Overview
A handful of minor wording changes. · v2 clarifies and refines existing operative language without altering the overall policy direction or scope of the bill.
v2 includes minor textual refinements to clarify the language in the bill. Specifically, it updates terminology related to proxy advisory firms and expands the description of voting authority for beneficial owners of passively managed funds. These changes enhance precision in the bill's provisions without introducing new policy directives or significantly altering existing ones.
Modifications
This change provides a more precise and consistent reference to "proxy advisory firm" by using "firm" instead of "organization," ensuring clarity in the entities and individuals subject to regulatory actions.
Before
The provision referred to "any person associated with such an organization" in the context of actions leading to censure or suspension of a registered proxy advisory firm.
After
The provision now refers to "any person associated with such firm" in the same context.
This modification clarifies that beneficial owners can provide a "default choice" for voting policies and broadens the scope of authority from "proxy voting" to "investment and proxy voting," potentially affecting how investment advisers interpret and act upon shareholder instructions for passively managed funds.
Before
Investment advisers were required to vote in accordance with instructions, which could include the "selection of a published voting policy," from beneficial owners or designees with "proxy voting authority."
After
Investment advisers are now required to vote in accordance with instructions, which may include the "selection or default choice of a published voting policy," from beneficial owners or designees with "investment and proxy voting authority."
This change aligns the safe harbor language with the updated description of beneficial owner authority in Section 901(a)(1)(A), ensuring that investment advisers are protected when acting on instructions from designees possessing both investment and proxy voting authority.
Before
The safe harbor applied when voting in accordance with instructions from a beneficial owner's designee with "proxy voting authority."
After
The safe harbor now applies when voting in accordance with instructions from a beneficial owner's designee with "investment and proxy voting authority."