The White House Executive Order is out, and it largely tracks what I previously expected based on prior reporting. It isn’t self executing, but it directs the FTC, the SEC, and the DoL to review rules pertaining to proxy advisors and revise them, and/or take enforcement action.

The FTC is ordered to investigate potential antitrust violations.

The Department of Labor is ordered to consider revising rules pertaining to ERISA funds’ reliance on proxy voting advice (i.e., impose paperwork burdens that will inhibit funds’ ability to rely on proxy advisors).

The SEC is directed to ensure that proxy advisors register as investment advisors (too late!), and then use that status to incapacitate them with paperwork (I’m reading between the lines), and to somehow treat voting recommendations as the equivalent of coordinating a 13d group. It’s also directed to ascertain whether the recommendations themselves are misleading (the Business Roundtable has previously argued that it is proxy fraud for a proxy advisor to characterize a director as not independent when the company designates them as independent for exchange listing purposes).

Also included is a direction to the SEC to revise and rescind guidance surrounding Rule 14a-8.

Anyway, these are largely the moves I discussed in my prior posts, here and here. Now it just depends on how far the agencies go and the extent to which ISS and Glass Lewis fight back in court.

And another thing. On this week’s Shareholder Primacy podcast, Mike Levin and I talk about what activists are doing this time of year. Here at Apple, here at Spotify, and here at Youtube.

And still another thing. I participated in this blog post at the Harvard Law School Forum on Corporate Governance, along with Jill Fisch, Sarah Haan, and Amelia Miazad, arguing for the legality (and advisability) of precatory shareholder proposals under Delaware law.