Policy and Legal

The NAM is intervening in a lawsuit to help the Securities and Exchange Commission defend a hard-won SEC rule that protects manufacturers and increases oversight of proxy advisory firms.

The background: Investment advisers and fund managers can vote on the policies of companies in which their funds invest. These fund managers often turn for assistance to proxy advisory firms, which recommend which way to vote. The problem is that proxy advisory firms have never been subject to SEC oversight, and as a result, their work has relied on questionable methodologies and ignored conflicts of interest—often causing problems for manufacturers and their shareholders.

The win: After years of NAM advocacy, the SEC approved a landmark rule to regulate proxy advisory firms and increase transparency about the firms’ conflicts of interests and one-size-fits-all methodologies. This was a big victory for the NAM and for manufacturers nationwide.

The lawsuit: Now, proxy advisory firm Institutional Shareholder Services has sued the SEC to stop the rule from going into effect—and the NAM is stepping in to protect the progress it’s made.

• What we’re doing: The NAM is filing a motion to intervene in the case—which essentially means that, if the motion is granted, it will become a party to the lawsuit, mounting its own defense of the rule in court and participating on the same schedule as the SEC. By taking on the role of intervenor, the NAM will be better able to protect members’ interests and ensure the court understands why the rule is vital to manufacturers.

The bottom line: “The SEC’s rule on proxy advisory firms wasn’t just a victory for the NAM; it was a victory for accountability and transparency, and a victory for manufacturers across the country,” said NAM Senior Litigation Counsel Erica Klenicki. “We are committed to defending this rule in court to ensure that manufacturers’ voices are heard and that manufacturers and manufacturing workers have the protection and support they deserve.”