SEC Sues Proxy Adviser ISS Over Subpoena

SEC Sues Proxy Adviser ISS Over Subpoena

Exterior of the SEC building in Washington, DC
The SEC building in Washington, DC, where the agency filed suit against Institutional Shareholder Services.Illustration: The Frank

The News

The Securities and Exchange Commission has sued Institutional Shareholder Services to force the proxy adviser to turn over records about how it makes recommendations and casts votes for investors.

The SEC filed the subpoena-enforcement action Friday in the U.S. District Court for the Eastern District of Pennsylvania, saying ISS refused to fully comply with an administrative subpoena, CNBC reported.

ISS is one of two firms whose recommendations move votes at thousands of shareholder meetings. The regulator says its investigation is still in the fact-finding stage and that it has not concluded ISS broke any federal securities law.

Why It Matters

Proxy advisers give institutional investors research and recommendations on shareholder votes covering board elections, executive compensation and shareholder proposals. The White House has said ISS and rival Glass Lewis together control more than 90% of that market.

Timeline

December

President Donald Trump signs an executive order directing the SEC to review its rules and guidance on proxy advisers, enforce securities-law antifraud provisions and consider additional disclosure and regulatory requirements, according to CNBC. The order specifically names ISS and Glass Lewis.

March 2026

The SEC's Division of Examinations begins reviewing ISS and requests data related to the firm's recommendations and votes.

July 21, 2026

After ISS does not produce all of the requested information, the SEC's enforcement division opens an inquiry and issues a subpoena.

Sept. 4, 2026

The SEC files its subpoena-enforcement action in the Eastern District of Pennsylvania, saying ISS has continued to withhold some records despite extended deadlines and repeated efforts to resolve the dispute.

Sept. 6, 2026

CNBC and the Financial Times report the filing. The FT says the SEC accuses the firm of ignoring a subpoena as part of its "fact-finding investigation."

Reactions

ISS argued in correspondence with the SEC that the subpoena raised First Amendment concerns and could expose the firm and its clients to retaliation over their voting activity, according to CNBC.

ISS did not immediately respond to CNBC's request for comment.

The SEC, for its part, has been careful about what it is and is not alleging: the agency said the investigation remains fact-finding and that it has not concluded ISS violated federal securities laws. It is asking the court to order the firm to comply with the outstanding subpoena — nothing more, at this stage.

What's Next

The case now sits with a federal judge in the Eastern District of Pennsylvania, who will decide whether to order ISS to hand over the withheld records.

The underlying SEC inquiry continues either way. And the broader Trump administration effort to tighten oversight of proxy advisers — set in motion by the December executive order — is still working through the agency's rulemaking and enforcement machinery.

More

ISS is registered with the SEC as an investment adviser, which is what gives the agency's examination and enforcement divisions a direct line into its books.

The lawsuit is a subpoena-enforcement action, not an enforcement case alleging wrongdoing. In practice that means the fight in court is over documents — whether the SEC gets what it asked for — rather than over whether ISS did anything illegal.

Poll

Should the SEC be investigating proxy advisers like ISS?

Yes — they have too much unchecked influence
0.0%
No — this looks political
0.0%
Only with a narrower request
0.0%
Not sure
0.0%

Colleges Condemn Students Mocking Kirk Assassination Anniversary

Charleston White Arrested Again on Florida Battery Charge

Border Patrol Rescues MS NOW Crew in Desert

Supreme Court Restores Missouri's Old House Map

Alaska Drops Felony Voter Charges Against Samoans

Trespasser Breaches Harris' Malibu Estate; No Arrest

Hegseth Pressed Downed Airmen Into 60 Minutes

Houthis Seize Mokha, Choking Saudi Oil Exports

Altman Rules Out OpenAI IPO This Year

Jury Acquits Lil Durk in Murder-for-Hire Case

Judge: Trump Broke Law Halving FEMA Staff

Maher Calls Democrats' Gaza Genocide Claim a Lie

Blizzard Revives StarCraft, Sends Diablo to Netflix

Trump's Queens Childhood Home Sells for $1.93M

Scientists Find New Virus in Tick Invading US

Britain Bans Settlement Imports; US States Threaten Payback

Prison Fire Kills 7 as Kurds Protest Killing

Kosovo Rallies for Ex-President Before Hague Verdict

Cruz Booed at GameDay Over College Sports Bill

Blast Hits Bulgarian Arms Plant Supplying Ukraine