The Securities and Exchange Commission asked a federal court for an order compelling Institutional Shareholder Services Inc. to turn over detailed client-level voting data requested by the agency as part of an investigation into the proxy advisory firm.
The filing by the regulator says ISS has refused to fully comply with an administrative subpoena related to the probe initiated in March to examine whether the company is adhering to securities laws, including its fiduciary duty to provide advice in the clients’ best interests.
“It is wholly appropriate for the SEC to look into whether ISS’s investment advice to clients on proxy voting is driven by a particular political or policy aim to the detriment of its clients’ interests,” the SEC said in Friday’s filing, which seeks records from the advisory firm over a period of four years, including documents identifying clients and voting data.
The regulator’s probe follows a December executive order by President Donald Trump directing the SEC chairman to curb proxy advisers such as ISS or Glass Lewis & Co. from providing guidance related to diversity, equity and inclusion policies or environmental, social and governance matters.
“ISS’s refusal to produce the required records to staff from the Division of Examinations, and now the Division of Enforcement, has impeded the Commission from advancing its mission and satisfying its statutory oversight and investor protection obligations,” the agency said in the filing.
An ISS spokesman said the firm is committed to cooperating with the SEC but that the agency’s demand raised First Amendment concerns.
“Our clients share this information with an expectation that the information will not be shared — an expectation we take seriously and will continue to defend,” the spokesman said by email. “Complying would expose ISS and its clients to potential retaliation for their protected speech and voting decisions on matters of public importance.”
Photo: The US Securities and Exchange Commission headquarters in Washington. Photo credit: Matt McClain/Bloomberg
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