Regulatory and Legal Reform

Streamlining, simplifying and reducing compliance requirements would relieve a large burden that now rests on manufacturers’ shoulders, the NAM told Securities and Exchange Commission and Congress this week.

What’s going on: “Many small and medium-sized manufacturers incur substantial costs each year to comply with the law, and particularly Section 404(b)” of the Sarbanes-Oxley Act of 2002, NAM Managing Vice President Charles Crain told the House Subcommittee on Capital Markets ahead of a Wednesday hearing.

• “Striking the balance between capital formation and investor protection is a key test for any requirement that falls on smaller public companies.”
• Companies spend more than $1 million a year to comply with SOX 404(b), which requires an external audit of a company’s internal financial controls.

What Congress should do: To ease the load on smaller reporting companies—a category under which many manufacturers in the U.S. fall—Congress should consider legislation that would exempt them from SOX 404(b), the NAM said.

• Congress should also exempt all accelerated filers (companies with a public float below $700 million), as well as newly public companies, from SOX 404(b), Crain said.
• Finally, the NAM supports reforms outlined in the subcommittee’s draft legislation to update the SEC’s definition of SRCs, including raising both the maximum public float and revenue thresholds.

Introduced into the record: Rep. Warren Davidson (R-OH) introduced the NAM’s statement into the record and expressed support for exempting smaller companies from SOX’s costly attestation audit requirements.

NAM at the SEC: The NAM also urged the SEC to institute reporting requirement reforms related to executive compensation—a complicated and costly area of disclosure that often provides minimal investor benefit.

• “The NAM has long supported flexibility in the design of executive compensation benefit packages to ensure manufacturers can recruit and retain leaders that will grow the business, create more jobs and contribute to our overall economic growth,” Crain told the SEC ahead of a Thursday roundtable on executive compensation disclosure requirements. “Unfortunately, the SEC’s compensation rules have become too complex and have undermined that flexibility.”

What the SEC should do: The NAM laid out several steps the agency should take to ease compensation reporting requirements “to moderate the compliance burdens on public companies while reducing the number of pages and tables in a proxy statement that investors must review each year.” These include urging the SEC to take the following steps:

• Scale compensation disclosure burdens based on company size.
• Replace the disclosures required by the 2022 Pay Versus Performance rule with principles-based narrative disclosure.
• Support the repeal of the CEO pay ratio rule, “which mandates the costly determination of a company’s median employee and the collection of company-wide employee compensation data to generate disclosures that are not relevant or used by most investors.”

The two largest, most influential proxy advisory firms in the U.S. wield outsize, harmful influence on businesses—and they need to be regulated now, the NAM said this week.

What’s going on: Together, Institutional Shareholder Services and Glass Lewis control 97% of the proxy advice market. Those firms exist to advise institutional investors on how to vote on shareholder proposals and other proxy ballot measures that come before publicly traded companies.

• The ISS/Glass “duopoly … [is insulated] from accountability—to the point where these two market players have significant conflicts of  interest and are widely recognized as offering error-filled, opaque, one-size-fits-all advice and yet they still enjoy market dominance,” NAM Managing Vice President Charles Crain told the House Judiciary Subcommittee on the Administrative State, Regulatory Reform and Antitrust at a hearing on Wednesday.
• The firms use their dominant market position and influence over proxy vote outcomes to drive investors and companies to buy consulting, governance ratings and other related services.
• The firms remain largely unregulated despite calls for reform “and everyday people pay the price,” Crain continued.

What they do: While the voting platforms of ISS and Glass Lewis offer a legitimately helpful service—connecting investors to the back end of the proxy voting system—the firms use the platforms to steer clients toward their own voting research and recommendations.

• “They’ll even pre-fill the platform with their preferred votes and then robo-vote an investor’s shares on their behalf,” said Crain.
• Furthermore, some of the proxy firms’ guidelines (such as on equity incentive plans) are so complex and opaque that companies are effectively forced into hiring the firms’ corporate consulting arms to navigate them.
• The proxy firms have other policies—for example, they recommend for annual shareholder votes on executive compensation at companies even though Congress has said annual voting is unnecessary—that “appear designed to increase their own market power,” according to the NAM.

What should be done: Congress should pass the legislation introduced by Subcommittee Chairman Scott Fitzgerald (R-WI), the Stopping Proxy Advisor Racketeering Act, Crain said.

• The measure would bar “proxy advisory firms from issuing voting recommendations when any conflict could reasonably be expected to affect the objectivity or reliability of proxy advice, including being a member of a group that supports proposals similar to the shareholder-sponsored proposal,” according to Fitzgerald’s office.
• “[M]anufacturers support Chairman Fitzgerald’s bill,” Crain concluded because, “[m]anufacturers understand the stakes of getting this right.”

The Interior Department will begin implementing a new policy to speed up the search for and development of offshore critical minerals, it announced Wednesday.

What’s going on: “To support a more efficient and predictable offshore minerals program, the Bureau of Ocean Energy Management … and the Bureau of Safety and Environmental Enforcement … are updating policies across all stages of development—from early exploration to post-lease operations and production.”

• The changes are intended to cut down on delays, improve coordination and give industry more certainty—“all while upholding key environmental safeguards.”
• For early-stage exploration, BOEM plans to “apply existing streamlined environmental reviews whenever appropriate” and to extend prospecting permits’ length to five years from three.

Leasing plan details: To speed the leasing process, BOEM will identify areas for development without first issuing formal requests or forming task forces.

• This change alone could shave from two months to a year off the development times of projects, according to the agency.
• BOEM will also begin readying environmental assessments during the lease sale phase, saving the more detailed impact statements for later planning stages, if needed.
• Once a lease is issued, the BSEE and BOEM “will continue to streamline the process by considering offshore critical mineral projects for expedited permitting under the department’s emergency procedures and other applicable laws.”

Why it’s key: China dominates global critical minerals production and refining, and in the past year has greatly restricted exports of certain critical minerals vital to semiconductors, electronics and fiber optics, among other applications.

The final say: “Manufacturers have long sounded the alarm on the need for permitting reform, and this latest plan from Interior combines that priority with the pressing need to boost critical mineral supply chains,” said NAM Director of Energy and Resources Policy. 

• “Manufacturers support the administration exploring every available, feasible avenue to increase our supply of those resources and reduce our reliance on China.”

The Securities and Exchange Commission should rescind certain reporting requirements for cybersecurity incidents in its 2023 final cybersecurity rule, the NAM told the agency.

What’s going on: The NAM supports a rulemaking petition recently submitted by five financial industry groups that asks the SEC to “rescind the Form 8-K (Item 1.05) incident reporting requirements for cybersecurity incidents, as well as the corresponding Form 6-K requirements for foreign private issuers.”

The SEC should also do the following, according to the NAM:

• Rescind the four-day reporting requirement: The NAM asks the agency to stop mandating that public companies report on cybersecurity incidents within four business days. Instead of this rigid deadline, the NAM supports a return to a voluntary principles-based disclosure regime, whereby companies have more flexibility to disclose significant cybersecurity attacks to provide timely and useful information for shareholders.
• Allow more flexibility for companies to delay disclosures that could jeopardize national security or law enforcement investigations. The NAM asks the SEC to broaden a narrow exception that requires companies to obtain permission from the U.S. attorney general within four business days to delay public disclosure, an impractical requirement for most manufacturers.

Why the SEC should do it: The current four-business day reporting mandate provides manufacturers “with insufficient flexibility to delay or forgo disclosure to investigate and respond to an incident, work with law enforcement or avoid tipping off attackers,” NAM Managing Vice President of Policy Charles Crain explained.

• The mandatory disclosure deadline has “increase[d] costs and complexity for businesses” and has the potential to “mislead investors and ultimately create significant risks for shareholders and the broader economy that would eclipse the potential benefits of reporting.”
• The SEC’s incident reporting mandate also harms shareholders by diverting company resources from efforts to address the impact of a cybersecurity attack.
• Finally, requiring that companies issue public reports while a cybersecurity incident is ongoing could provide information helpful to the perpetrators or other bad actors.

The last word: “The NAM strongly supports a more flexible approach to cybersecurity reporting, and manufacturers respectfully encourage the SEC to amend its 2023 cybersecurity rule to more appropriately reflect the important concerns of public companies, shareholders, law enforcement and national security agencies,” Crain said.

Washington, D.C. – In response to the EPA’s decision to repeal the 2024 power plant rule, a key priority for the National Association of Manufacturers’ ongoing efforts to rebalance federal regulations and unleash American energy, NAM President and CEO Jay Timmons issued the following statement:

“The EPA’s decision to repeal the unworkable power plant rule for existing coal-fired and new natural gas-fired power plants is a critical and welcome step toward rebalanced regulations and American energy dominance. This change will strengthen grid reliability and support manufacturing growth in the United States.

“From the onset, the NAM has warned that this rule would undermine the stability of our electric grid and impose unworkable mandates on critical energy infrastructure. The rule’s unrealistic timeline for power plants to adopt certain emerging technologies to commercial scale made it infeasible—undermining America’s energy security and hampering America’s leadership in next generation technologies like AI. Existing natural gas plants are critical to powering manufacturing in the United States—providing affordable, reliable baseload energy to continuously support industry. By layering new regulations on an already overburdened electric grid, the rule was putting our energy security at risk. Repealing this unbalanced rule will enhance manufacturers’ access to America’s abundant energy resources and ensure that the industry has the power it needs to drive the American economy.”

Background: Today’s action builds on the momentum from a December 2024 NAM-led letter to the transition team, signed by more than 100  manufacturing organizations, detailing regulatory actions the incoming administration could take to right-size regulations that stunted manufacturing growth and job creation—including the power plant rule. It also implements one of the key recommendations from the letter the NAM sent to 10 federal agencies in April, including the EPA,  identifying the power plant rule as one of the most burdensome regulations facing manufacturers and urging a rebalanced approach to strengthen, rather than strain, U.S. manufacturing. Last year, the NAM endorsed Rep. Balderson’s (OH-12) Congressional Review Act resolution that would have blocked implementation of this rule.

-NAM-

The National Association of Manufacturers is the largest manufacturing association in the United States, representing small and large manufacturers in every industrial sector and in all 50 states. Manufacturing employs nearly 13 million men and women, contributes $2.93 trillion to the U.S. economy annually and accounts for 53% of private-sector research and development. The NAM is the powerful voice of the manufacturing community and the leading advocate for a policy agenda that helps manufacturers compete in the global economy and create jobs across the United States. For more information about the NAM or to follow us on Twitter and Facebook, please visit www.nam.org.

Washington, D.C. – Following the Environmental Protection Agency’s announcement on per- and polyfluoroalkyl substances in drinking water, National Association of Manufacturers President and CEO Jay Timmons issued the following response:

“We’re encouraged that the EPA has listened to the voices of manufacturers and extended the compliance deadline for unworkable national primary drinking water standards for PFOA and PFOS and committed to reconsidering the blatantly unlawful regulatory determinations for several other PFAS compounds.

“If the U.S. wants to stay a global manufacturing leader, we need practical, commonsense PFAS regulations. Manufacturers support science-based regulations that protect health and the environment and are in line with the Safe Drinking Water Act requirements. However, the Biden-era standards for PFOA and PFOS are deeply flawed, the costs they impose exceed any demonstrable benefit and the industries they harm include those vital to our national interests, including semiconductors, telecommunications and defense systems. The Pentagon has even raised alarms about long-term risks, including supply chain disruptions, that these standards would create.

“In addition to conflicting with manufacturers’ best interests, these standards also go against the Trump administration’s goal to make the U.S. the best place to build, grow and create jobs—a goal the administration is advancing by rebalancing regulations. The administration has done remarkable work to advance that goal, but today’s decision moves in the opposite direction.

“The decision runs counter to past efforts to cut red tape and boost manufacturing by putting shovels in the ground, more people to work, more products on the shelves and more prosperity into our communities. We don’t have to choose between supporting manufacturing and clean water in our communities.”

-NAM-

The National Association of Manufacturers is the largest manufacturing association in the United States, representing small and large manufacturers in every industrial sector and in all 50 states. Manufacturing employs nearly 13 million men and women, contributes $2.94 trillion to the U.S. economy annually and accounts for 53% of private-sector research and development. The NAM is the powerful voice of the manufacturing community and the leading advocate for a policy agenda that helps manufacturers compete in the global economy and create jobs across the United States. For more information about the NAM or to follow us on Twitter and Facebook, please visit www.nam.org.

During United for Infrastructure’s Infrastructure Week, the NAM—an active member of the steering committee—participated in several events in Washington, D.C., highlighting the urgent need for permitting reform to accelerate U.S. building projects.

A reception: The NAM hosted a reception to kick off Infrastructure Week 2025 at its headquarters in partnership with United for Infrastructure, with special guest Sen. Shelley Moore Capito (R-WV), chair of the Senate Committee on Environment and Public Works.

• Nucor, Fluor Corporation and CRH sponsored the event.

A panel: NAM Vice President of Domestic Policy Chris Phalen spoke at the United for Infrastructure signature event, underlining the need for commonsense trade and permitting policies.

• “I think we can work with governments to address supply chain challenges,” he said when asked about tariffs. “We have a really important window of opportunity over the next 50 odd days to get some deals that provide zero tariffs on industrial trade. That is what manufacturers support.”
• “Manufacturers rely on transportation networks … to get our goods to and from ports to customers,” Phalen said regarding infrastructure, “but we also are making everything that goes into making transportation work, from aluminum to steel, from asphalt to aggregates, copper, circuitry and the large industrial machinery that builds [and] maintains roads, bridges, factories [and] power plants. So, it’s kind of a virtuous cycle where we’re investing in infrastructure.”

“Comprehensive manufacturing strategy”: Phalen also gave a brief overview of the NAM’s “comprehensive manufacturing strategy.”

• Revising the regulatory framework is a key priority, he said. “We’ve submitted dozens of letters to 10 separate federal agencies as part of President Trump’s deregulatory agenda. Manufacturers every year are spending $350 billion just to comply with federal regulations. And so we’ve been really pleased to see the start of this regulatory rebalancing from the administration.”
• Phalen cited moves including “reopening LNG export facility applications, rebalancing Clean Air Act rules … and streamlining and improving the process to improve new chemicals … at the EPA.”
• “Probably most important is permitting reform,” he added. “Manufacturers operate and employ and invest in the communities where we’re producing, so we don’t want to see any short-circuiting of public input. … [T]here does have to be recognition, though, that the way that things were set up in the late ’60s and early ’70s is hindering infrastructure of all kinds right now.”

A roundtable: The NAM also participated in a roundtable on continuing federal support for water infrastructure investments. NAM Director of Transportation, Infrastructure and Labor Policy Max Hyman shared perspectives on how these investments benefit manufacturers by driving demand for their products and providing an essential service for operations.

The last word: As NAM President and CEO Jay Timmons said during the reception, “Infrastructure is the foundation of manufacturing in the U.S.”

Amid deep uncertainty about the legal and regulatory environment, attorneys in the manufacturing industry have an opportunity they won’t want to miss. The NAM Legal Center’s Manufacturing Legal Summit, scheduled for Nov. 12–14 in Washington, D.C., has opened registration this week.

The only conference crafted exclusively for manufacturing lawyers, the Summit attracts legal talent from companies of all sizes and sectors. Attendees learn about hot-button legal issues facing the industry, discuss best practices and make fruitful professional connections.

If you have in-house counsel who would benefit from this must-attend event, here’s what you need to know.

The details: This year, the fourth annual Manufacturing Legal Summit will focus heavily on the changes and trickle-down impacts brought about by the new Trump administration. Longtime NAM partner Foley & Lardner LLP will lead a session titled “Tariffs, Trade and Trump: Managing Supply Chain and Tariff Risks During an International Trade Tornado.” Other session topics include:

• Managing your workforce;
• M&A transactions in the manufacturing sector;
• PFAS and chemicals update;
• Administrative law under President Trump;
• AI, privacy and cyber; and
• Updates on the trial bar’s latest tactics.

The benefit: “What we hear consistently is that the opportunity to connect with others in the industry who are dealing with the same challenges is invaluable,” NAM Vice President and Deputy General Counsel of Litigation Erica Klenicki said following last year’s conference.

• “This was my first NAM Legal Summit, and I could not be more pleased with the topics presented, as well as the networking opportunities,” said Erin Tannock, compliance counsel for Viega LLC, about the 2024 Summit. “The content was relevant and current. I even had a few ‘aha’ moments! This event is worth the time, and I will be attending for years to come.”

Credits, too: An additional benefit of the conference is the potential to earn CLE credits, a professional requirement for attorneys. In 2024, attendees earned six or seven CLE credit hours for 32 different jurisdictions.

The last word: “In a year defined by uncertainty, the opportunity to benchmark with your manufacturing peers and the NAM legal team has never been so critical,” said Klenicki.

Congress should act now to ensure that manufacturers and manufacturing workers are protected from so-called “proxy advisory firms,” the NAM told House lawmakers this week at two congressional hearings.

Flaws abound: Proxy firms—powerful, unregulated entities that advise institutional investors on how to vote on proxy ballot measures at public companies—wield outsized influence and must be reformed, NAM Managing Vice President of Policy Charles Crain told the House Subcommittee on Capital Markets at a Tuesday hearing, “Exposing the Proxy Advisory Cartel: How ISS & Glass Lewis Influence Markets.”

• Proxy firms operate with undisclosed conflicts of interest, are unwilling to allow companies to review their draft reports, and are resistant to correcting mistakes in their final vote recommendations. Despite these flaws, proxy firms “still control a significant share of investors’ proxy votes—giving them sway over important corporate decisions,” Crain said.
• In 2020, after years of NAM advocacy, the Securities and Exchange Commission finally adopted a rule to rein in these powerful firms—yet today, proxy firms remain unregulated due to ongoing legal challenges and regulatory neglect.
• “The SEC’s 2020 rule has spent five years hung up in court,” Crain told the subcommittee. “The NAM has had to defend the rule across three separate cases—one of which has oral arguments scheduled for this Friday.”

SEC has authority: Although the largest and most influential proxy firm, Institutional Shareholder Services, “is now claiming in court that the SEC lacks the authority to regulate proxy voting advice at all,” the Securities Exchange Act of 1934 clearly provides the SEC the authority to regulate proxy solicitation, which includes the activities of proxy firms, the NAM said.

Tighten the reins now: “Even assuming that the NAM is successful in defending the SEC’s authority, there is more work for Congress to do,” Crain continued. This entails acting on six House bills that would:

• Create a comprehensive registration regime for proxy firms;
• Ensure that proxy firms remain subject to anti-fraud liability;
• Ban certain proxy firm conflicts of interest;
• Regulate the use of automated “robo-voting” systems;
• Ensure that investment managers carry out their fiduciary duties to their clients when hiring proxy firms; and
• Direct the SEC to conduct a thorough study on proxy firms and the proxy process.  

Retirement savings in jeopardy: On Wednesday, Crain delivered a similar message for the House Subcommittee on Health, Employment, Labor, and Pensions at a hearing titled “Investing for the Future: ERISA’s Promise to Participants.”

• “More than 85% of manufacturing workers are eligible to participate in a workplace retirement plan. These Americans have probably never heard of a proxy firm, and they likely would be shocked to hear that their pension or 401(k) plan assets were being used in a way that could undermine their own retirement security,” Crain explained.
• But that’s exactly what’s happening when pension plan fiduciaries use “plan assets to pursue non-financial ESG goals—or blindly outsourc[e] the voting rights that come with those assets to unregulated and conflicted proxy firms,” he added.
• With their errors, conflicts of interest, political agendas, one-size-fits-all governance standards and more, proxy firms pose huge risks “to everyday Americans’ retirement security,” Crain said.   

Manufacturers support guardrails: “That’s why manufacturers support appropriate guardrails to ensure that ERISA fiduciaries act in plan participants’ best interests when making investment and voting decisions,” Crain explained, adding that the Labor Department under the first Trump administration finalized rules to “do just that.”

• While the last administration largely rescinded those guardrails, Subcommittee Chairman Rick Allen (R-GA) recently introduced a measure that would require ERISA retirement plan fiduciaries to prioritize financial returns when making investment decisions on behalf of clients and to exercise closer oversight of proxy firms.  

Stand up for workers: “Now is the time for Congress and the [Department of Labor] to stand up for these workers and ensure that ERISA plans are operating in their participants’ best interests,” Crain concluded.

In the news: Bloomberg (subscription) covered Crain’s testimony, as did Pensions & Investments (subscription) in two  articles.      
 
What’s next: As Crain previewed in his testimony, the NAM Legal Center will participate in oral arguments on Friday, May 2, before the U.S. Court of Appeals for the DC Circuit—arguing that the SEC has the authority to regulate proxy firms, and that the agency’s 2020 rule doing so was lawful. 

• “Is this high stakes? Absolutely,” Crain told Bloomberg. “Is this the end of the fight if the NAM were to lose? No, it’s not.”  

In a one-on-one interview with NewsNation’s Blake Burman just hours before President Trump spoke at a town hall with the same network, NAM President and CEO Jay Timmons continued to underscore the need for a comprehensive manufacturing strategy to make long-term investments.

• “First and foremost, we have got to get those tax reforms from 2017—that rocket fuel that President Trump announced at our board meeting in 2017—renewed, and Congress needs to move that forward,” Timmons said.
• “Regulatory rebalancing is something that’s very important. It’s about $50,000 per employee per year in compliance costs; that’s pretty expensive. We also need energy dominance. [Trump is] well on his way to making that happen.”
• He added that we need “good, solid trade policy” so manufacturers don’t see added costs. “We’re waiting to see how all this comes out. And we’re hopeful.”
• “If you have a comprehensive manufacturing strategy that you’re implementing … that includes all of those things I just mentioned to bring down the cost of business doing business here in the United States, you absolutely will see more investment,” he continued. Trump “announced that $5 trillion has already been committed. You’ll see more jobs, and you’ll also see higher wages and benefits.”

The long view: “Massive facilities … take a little while,” Timmons told Burman. “That is a realization that I need Americans to understand.”

• Such sites typically take years, he said, with the exact number depending “on how localities and states are moving along the permitting process.”
• “I was George Allen’s chief of staff when he was governor of Virginia,” Timmons went on, “and he made a commitment that he was going to move large scale projects in a very expeditious way. And we had a huge chip manufacturer that made an announcement, and [the company] said the doors will open in one year. [T]hey did, and that’s because all of government was really focused on doing that. You’ve got that commitment from this administration, there’s no doubt about that, but it’s typically three to five years for a large-scale manufacturing operation to come to fruition, and you’re talking about a 30-year commitment.”
• “So that’s another reason we need permanence when it comes to tax policy and trade policy.”

FOX Business: Timmons recently spoke with a group of FOX Business reporters to discuss the comprehensive strategy needed from Congress, focusing specifically on tax, trade and the manufacturing workforce.

• In a story from that interview published today, he said: “The 2017 tax reforms that President Trump actually announced at our board meeting in 2017,  [which he said] would be rocket fuel for the economy … indeed were. Those tax reforms led to record investment and job creation and wage growth for three years running after they were in enacted.”