[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4655 Reported in House (RH)]

<DOC>





                                                 Union Calendar No. 265
118th CONGRESS
  1st Session
                                H. R. 4655

                          [Report No. 118-326]

To amend the Securities Exchange Act of 1934 to prohibit the Securities 
and Exchange Commission from compelling the inclusion or discussion of 
 shareholder proposals or proxy or consent solicitation materials, and 
                          for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             July 14, 2023

  Mr. Norman introduced the following bill; which was referred to the 
                    Committee on Financial Services

                           December 19, 2023

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]
 [For text of introduced bill, see copy of bill as introduced on July 
                               14, 2023]


_______________________________________________________________________

                                 A BILL


 
To amend the Securities Exchange Act of 1934 to prohibit the Securities 
and Exchange Commission from compelling the inclusion or discussion of 
 shareholder proposals or proxy or consent solicitation materials, and 
                          for other purposes.


 


    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Businesses Over Activists Act''.

SEC. 2. LIMITATION WITH RESPECT TO COMPELLING THE INCLUSION OR 
              DISCUSSION OF SHAREHOLDER PROPOSALS.

    Section 14(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78n(a)) is amended by adding at the end the following:
            ``(3) Limitation with respect to compelling inclusion or 
        discussion of shareholder proposals.--Except as provided in 
        paragraph (2), the Commission may not compel an issuer to 
        include in a proxy statement of the issuer--
                    ``(A) any shareholder proposal; or
                    ``(B) any discussion (either from the issuer or 
                otherwise) related to a shareholder proposal contained 
                in the proxy statement.
            ``(4) Rule of construction relating to state authority.--
        Nothing in this Act or any other securities law shall be 
        construed to provide the Commission the authority to preempt 
        the State regulation of shareholder proposals or proxy or 
        consent solicitation materials.''.
                                                 Union Calendar No. 265

118th CONGRESS

  1st Session

                               H. R. 4655

                          [Report No. 118-326]

_______________________________________________________________________

                                 A BILL

To amend the Securities Exchange Act of 1934 to prohibit the Securities 
and Exchange Commission from compelling the inclusion or discussion of 
 shareholder proposals or proxy or consent solicitation materials, and 
                          for other purposes.

_______________________________________________________________________

                           December 19, 2023

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed