Relating to the regulation of the provision of proxy advisory services.
SB 2337 requires proxy advisors (firms providing voting recommendations to shareholders) in Texas to disclose when their advice considers non-financial factors like environmental or social goals instead of solely focusing on financial returns. It applies to proxy advisors serving shareholders of companies based in Texas or with their main office in Texas. Key provisions mandate that if advice isn’t purely financial, advisors must add clear warnings, get written acknowledgment from recipients, notify the company involved, and publicly disclose this on their website. The bill aims to ensure transparency about potential conflicts when non-financial criteria influence voting recommendations.
Bill status
signed
all 5 stages cleared
Introduction
Mar 2025
Committee Review
May 2025
Senate Passage
Jun 2025
House Passage
Jun 2025
Signed into Law
Jun 2025
Introduced Mar 12, 2025
Signed Jun 20, 2025
Maddy AI version diff · 2 comparisons
What changed between versions
Engrossed
→
Enrolled
·
7 edits
·
Jun 20, 2025
MODERATE
This bill establishes new regulations for proxy advisory services in Texas, requiring firms that provide voting recommendations based on nonfinancial factors (like ESG or DEI) to clearly disclose this to shareholders and companies. The changes add a new chapter to the Business Organizations Code that defines proxy advisory services, mandates specific disclosures when services aren't provided solely in shareholders' financial interests, and creates enforcement mechanisms for deceptive practices.
Scope change
The bill adds a new chapter (Chapter 6A) to Title 1 of the Business Organizations Code, expanding regulatory oversight of proxy advisory services in Texas.
DEFINITION
Added new definitions for 'Company', 'Company proposal', 'Proxy advisor', 'Proxy advisory service', 'Proxy proposal', and 'Shareholder' to clarify what entities and services are covered.
REQUIREMENT
Requires proxy advisors to disclose when services are based on nonfinancial factors like ESG, DEI, or social credit scores, and to explain how these factors subordinate financial interests.
Mandates that proxy advisors provide written economic analyses when recommending against shareholder proposals that conflict with board recommendations.
Requires public disclosure on proxy advisors' websites when their services include nonfinancial-based recommendations.
ENFORCEMENT
Establishes violations as deceptive trade practices actionable under existing Business & Commerce Code provisions.
Allows affected parties to seek declaratory judgment or injunctive relief against proxy advisors who violate the new chapter.
TIMELINE
Sets effective date of July 1, 2025, or September 1, 2025 if not approved by two-thirds vote.
Floor votes · Senate May 8, 2025 · House May 28, 2025
How they voted
20–10
Passed
Total votes 30
May 8, 2025
D
Democratic10
100% Nay
R
Republican20
100% Yea
Vote distribution
All Yea
All Nay
Mixed
No data
Full legislative history
Actions timeline
Total actions
71
Key actions
23
Committee
15
Amendments
7
Jun 20, 2025
Signed into law
Signed by the Governor
executive
Jun 2, 2025
Lower · Passed
Signed in the House
lower
Jun 1, 2025
Upper · Passed
Signed in the Senate
upper
May 31, 2025
Lower · Passed
House adopts conference committee report
lower
May 31, 2025
Upper · Passed
Senate adopts conference committee report
upper
May 30, 2025
Lower · Passed
House grants request for conference committee
lower
May 29, 2025
Lower · Passed
Senate requests conference committee-reported
lower
May 29, 2025
Upper · Passed
Senate requests conference committee
upper
May 29, 2025
Introduced
House amendment(s) laid before the Senate
upper
May 28, 2025
Upper · Passed
House passage as amended reported
upper
May 28, 2025
Lower · Passed
Passed
lower
May 27, 2025
Lower · Passed
Passed to 3rd reading as amended
lower
May 27, 2025
Lower · Passed
Amended
lower
May 21, 2025
Lower · Passed
Committee report sent to Calendars
lower
May 20, 2025
Lower · Passed
Committee report distributed
lower
May 14, 2025
Lower · Passed
Reported favorably w/o amendment(s)
lower
May 12, 2025
Committee
Referred to Trade, Workforce & Economic Development
lower
May 12, 2025
Introduced
Read first time
lower
May 9, 2025
Introduced
Received from the Senate
lower
May 8, 2025
Upper · Passed
Passed
upper
May 8, 2025
Upper · Passed
Passed to engrossment as amended
upper
May 8, 2025
Upper · Passed
Amended
upper
May 8, 2025
Introduced
Amendment(s) offered
upper
May 5, 2025
Upper · Passed
Committee report printed and distributed
upper
May 5, 2025
Upper · Passed
Reported favorably as substituted
upper
Apr 30, 2025
Upper · Passed
Vote taken in committee
upper
Apr 24, 2025
Upper · Passed
Left pending in committee
upper
Apr 24, 2025
Upper · Passed
Testimony taken in committee
upper
Mar 25, 2025
Committee
Referred to State Affairs
upper
Mar 25, 2025
Introduced
Read first time
upper
2 primary · 0 co-sponsors
Sponsors
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