Florida Attorney General James Uthmeier has filed a lawsuit against Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. LLC, two of the world’s largest proxy advisory firms. The complaint alleges that these companies misled Florida consumers, abused their dominant position in the shareholder-voting market, and promoted an ideological agenda within American corporations.
Attorney General Uthmeier stated, “Florida is done allowing two unaccountable foreign-owned private corporations to manipulate shareholder votes behind closed doors. ISS and Glass Lewis claim to be neutral advisors, but they use their near-total control of the proxy-voting market to push divisive political mandates that threaten retiree savings, distort corporate governance, and undermine the rule of law. That ends today.”
The legal action claims that ISS and Glass Lewis assured investors—including pension funds and more than one million retirement participants in Florida—that their recommendations were objective and based on evidence. However, according to the complaint, both firms introduced environmental, social, and governance (ESG) criteria into almost all voting recommendations. These included calls for race- and gender-based quotas as well as climate-related mandates. The lawsuit contends these practices exposed businesses to potential legal and financial risks.
Further allegations state that ISS and Glass Lewis coordinated their services rather than acting independently. By standardizing products and limiting alternatives in a market they largely control, the suit argues they left consumers without meaningful choice.
According to the complaint, many recommendations provided by ISS and Glass Lewis were not based on traditional financial analysis but rather reflected non-financial priorities. It also alleges material omissions regarding possible violations of federal law stemming from some recommended actions while presenting such guidance as supportive of good governance.
The press release notes that former President Trump recently commented on concerns about proxy advisory firms’ influence over corporate decisions for political purposes.
Uthmeier is seeking civil penalties, injunctive relief, restitution for affected consumers, and other remedies aimed at stopping what he describes as unlawful business practices by ISS and Glass Lewis.
A redacted version of the lawsuit has been filed in Florida’s 14th Judicial Circuit.
