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EO 14366Executive OrderTrump 47 · R Quiet signal

Executive Order 14366

Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors

This executive order directs the SEC, FTC, and Department of Labor to increase oversight of foreign-owned proxy advisors ISS and Glass Lewis, which control over 90% of the market. It mandates reviews and potential revisions of rules on proxy advisors and shareholder proposals, with particular focus on eliminating "diversity, equity, and inclusion" and "environmental, social, and governance" factors from investment advice, and requires antitrust and fiduciary investigations.

Federal Register Open PDF 90 FR 58503

Impact dates

  1. FTC review of state antitrust investigations

  2. Labor ERISA fiduciary revisions

  3. SEC review of proxy advisor rules

Market exposure

Policy exposure mapping — not investment advice. Illustrative public companies are incomplete and not recommendations.

Sectors

Technology & software

Mechanisms

LicensingSubsidy / incentive

Role pressure

  • UncertainDomestic producer — US-based proxy advisory competitors could benefit if regulatory barriers reduced or if ISS/Glass Lewis face registration/compliance burdens, but no established domestic competitors exist at scale
  • AdverseImporter — Foreign-owned proxy advisors (ISS, Glass Lewis) face heightened regulatory scrutiny, potential registration requirements, and possible antitrust enforcement; foreign ownership explicitly targeted
  • MixedDownstream manufacturer — Publicly traded companies may face reduced ESG/DEI shareholder pressure (protective), but also reduced governance oversight mechanisms; mutual funds and RIAs face fiduciary uncertainty and potential compliance costs
  • UncertainProject developer — ESG-focused investment funds and green project developers face potential reduction in proxy-driven capital allocation to sustainability initiatives

Geographies

USUKOTHER

Illustrative public companies

Curated watchlist matches by sector/role — incomplete; not a recommendation.

GOOGLAlphabetAAPLAppleQQQInvesco QQQ TrustMETAMeta PlatformsMSFTMicrosoftNVDANVIDIAORCLOracleSPYSPDR S&P 500 ETF

Confidence: medium · Policy alerts

Key directives

  • SEC Chairman shall review and consider revising/rescinding all proxy advisor rules, especially those implicating DEI and ESG policies
  • SEC Chairman shall consider revising/rescinding Rule 14a-8 on shareholder proposals
  • SEC shall enforce anti-fraud provisions against material misstatements in proxy voting recommendations
  • SEC shall assess requiring proxy advisors to register as Registered Investment Advisers
  • SEC shall consider requiring increased transparency on recommendations, methodology, and conflicts of interest
  • SEC shall analyze whether proxy advisors facilitate investment adviser group formation under Sections 13(d)(3) and 13(g)(3)
  • SEC staff shall examine whether RIAs using proxy advisors for non-pecuniary factors violate fiduciary duties
  • FTC Chairman shall review state antitrust investigations and determine federal link
  • FTC shall investigate unfair/deceptive practices including conspiracy to diminish investment values
  • Secretary of Labor shall revise ERISA regulations on fiduciary status for proxy advisors
  • Secretary of Labor shall strengthen ERISA fiduciary standards for pension and retirement plans
  • Secretary of Labor shall enhance transparency on proxy advisor use for DEI/ESG practices

Who is ordered

Timeline

Immediate

  • SEC Chairman to review all proxy advisor-related rules and guidance
  • FTC Chairman to review state antitrust investigations into proxy advisors
  • Secretary of Labor to begin ERISA fiduciary review

Near term (90d)

  • SEC to assess requiring proxy advisor registration under Investment Advisers Act
  • SEC to consider transparency requirements on methodology and conflicts of interest
  • FTC to investigate unfair/deceptive practices by proxy advisors
  • Labor to propose ERISA fiduciary status revisions for proxy advisors

Long term

  • Potential rescission of Rule 14a-8 and other SEC proxy advisor rules
  • Possible structural changes to proxy advisor market if antitrust violations found
  • ERISA fiduciary standard changes affecting retirement plan governance
  • Increased competition in proxy advisory market if regulatory barriers adjusted

Risks & tensions

  • No explicit deadlines specified—implementation timeline uncertain
  • Potential conflict with SEC's independent agency status and APA procedural requirements
  • May face First Amendment challenges regarding compelled speech on methodology disclosure
  • Foreign ownership framing could trigger international trade tensions, particularly with UK (ISS) and potential EU partners
  • Concentrated market structure (90% duopoly) makes 'promoting competition' goal difficult without structural remedies
  • DEI/ESG focus may conflict with existing SEC climate disclosure rules and pending litigation
  • ERISA fiduciary redefinition could expose proxy advisors to private litigation under 29 U.S.C. 1132
Executive Order 14366: Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors · Executive Orders