Requirements for proxy advisors.

Provides that if a proxy advisor makes a recommendation against entity management on an entity proposal or proxy proposal, or makes a default recommendation or policy concerning votes against entity management on entity proposals or proxy proposals, and the proxy advisor does not do so based on a written financial analysis, the proxy advisor shall do the following: (1) At the time the proxy advisor provides the proxy advisory services, provide a clear and conspicuous disclosure to each interest holder or any person acting on behalf of an interest holder, receiving the proxy advisory services, that: (A) identifies the services being provided by the proxy advisor; (B) identifies the recommendation at issue; and (C) states that the proxy advisor has made the recommendation without utilizing a written financial analysis regarding the impact that the recommended action would have on entity interest holders. (2) If the proxy advisor provides certain proxy advisory services, then at the time the proxy advisor provides the proxy advisory services, the proxy advisor must provide to entity management the disclosure provided to each interest holder or any person acting on behalf of an interest holder receiving the proxy advisory services. (3) For the entire time that a proxy advisor is providing proxy advisory services to an interest holder of an entity or any person acting on behalf of an interest holder of an entity, prominently display on the home page of the proxy advisor's website a statement that the proxy advisor has made a recommendation: (A) against entity management on an entity proposal or proxy proposal; and (B) without utilizing a written financial analysis regarding the impact that the recommended action would have on entity interest holders. Provides that if a proxy advisor makes a recommendation against entity management on an entity proposal or proxy proposal, or makes a default recommendation or policy concerning votes against entity management on entity prop