To amend the Securities Exchange Act of 1934 to provide for liability for certain failures to disclose material information in connection with proxy voting advice, and for other purposes.

This bill specifies what is considered a false or misleading statement concerning a material fact for liability purposes in the context of the sale or purchase of securities. Particularly, the bill specifies that this liability extends to certain actions performed by a proxy voting advice businesss. (Proxy voting advice businesses provide voting services and advice to institutional investors in public companies for proposals presented at shareholder meetings.)

Under the bill, a proxy voting advice business may be held liable if it fails to disclose its methodology, sources of information, or conflicts of interest, or if it makes a material misstatement when providing proxy voting advice.