{"format":1,"id":"118-hr-4790","congress":118,"number":"H.R. 4790","kind":"bill","group":"bills","title":"Prioritizing Economic Growth Over Woke Policies Act","title_source":"Short Title(s) as Passed House","official_title":"To amend the Federal securities laws with respect to the materiality of disclosure requirements, to establish the Public Company Advisory Committee, and for other purposes.","titles":[{"type":"Official Title as Introduced","title":"To amend the Federal securities laws with respect to the materiality of disclosure requirements, to establish the Public Company Advisory Committee, and for other purposes."},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Guiding Uniform and Responsible Disclosure Requirements and Information Limits Act of 2023"},{"type":"Short Titles from RFS (Referred to Senate) bill text","title":"Prioritizing Economic Growth Over Woke Policies Act"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"American FIRST Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"American Financial Institution Regulatory Sovereignty and Transparency Act of 2023"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Protecting Americans’ Retirement Savings from Politics Act"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Businesses Over Activists Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"American Financial Institution Regulatory Sovereignty and Transparency Act of 2023"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Businesses Over Activists Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Guiding Uniform and Responsible Disclosure Requirements and Information Limits Act of 2023"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Protecting Americans’ Retirement Savings from Politics Act"},{"type":"Display Title","title":"Prioritizing Economic Growth Over Woke Policies Act"},{"type":"Short Title(s) as Passed House","title":"Prioritizing Economic Growth Over Woke Policies Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"American FIRST Act of 2023"},{"type":"Short Title(s) as Introduced","title":"Guiding Uniform and Responsible Disclosure Requirements and Information Limits Act of 2023"},{"type":"Short Title(s) as Reported to House","title":"Guiding Uniform and Responsible Disclosure Requirements and Information Limits Act of 2023"}],"outcome":"passed_house","law_number":null,"introduced":"2023-07-20","chambers":{"house":{"status":"roll_call","date":"2024-09-19","vote":{"id":"118-2024-h435","question":"On Passage","title":"GUARDRAIL Act","result":"Passed","yea":215,"nay":203,"present":1,"not_voting":12,"source":"https://clerk.house.gov/evs/2024/roll435.xml"}},"senate":{"status":"na","date":null,"vote":null}},"president":{"status":"na","date":null},"vice_president_tie_breaker":null,"latest_action":{"text":"Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.","date":"2024-09-23"},"nominees":null,"amendments":[],"other_votes":[{"chamber":"house","date":"2024-09-19","question":"On Motion to Recommit","title":"GUARDRAIL Act","result":"Failed","yea":206,"nay":211,"present":0,"not_voting":14,"kind":"procedural","source":"https://clerk.house.gov/evs/2024/roll434.xml"}],"crs_summary":{"date":"2023-12-22","stage":"Reported to House","blocks":[{"k":"h","t":"Guiding Uniform and Responsible Disclosure Requirements and Information Limits Act of 2023 or the GUARDRAIL Act of 2023"},{"k":"p","t":"This bill limits the disclosures required by issuers of securities as a result of a rulemaking and establishes the Public Company Advisory Committee."},{"k":"p","t":"First, the bill requires the Securities and Exchange Commission (SEC) to limit issuer disclosure requirements made in a rulemaking. Specifically, the SEC must provide that an issuer of securities is only required to disclose information in response to a rulemaking if the issuer determines that this information is material with respect to a voting or investment decision regarding the issuer’s securities."},{"k":"p","t":"The bill also requires the SEC to report on its website each required disclosure of nonmaterial information under current federal securities laws and regulations and a justification for the disclosure. The SEC must report this information to Congress every five years. The bill also establishes that a person's failure to disclose such nonmaterial information is not a liability in a private action."},{"k":"p","t":"Further, the bill establishes the Public Company Advisory Committee within the SEC. The committee must advise the SEC on regulatory priorities, public reporting and corporate governance of public companies, shareholder meetings and the proxy process, and other topics. The committee must be comprised of individuals who are officials of public companies, have senior managerial responsibility in associations that represent the interests of public companies, or provide professional advice and services to public companies."},{"k":"p","t":"Finally, the bill requires the SEC to report on the effects of the European Union's directives on corporate sustainability, particularly on U.S. companies, consumers, and investors."}],"words":263},"summary":{"main_subject":{"text":"Amends federal securities law on issuer disclosure, shareholder proposals, proxy advisory firms and proxy voting, creates an SEC advisory committee, and adds reporting and rulemaking requirements for federal banking regulators.","cites":[{"label":"Sec. 1101","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H8AF633C7383A4643A5E1BD7C90A0C7D3"},{"label":"Sec. 1301","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H4A5A993EA31D4F86883FD98221962E3D"},{"label":"Sec. 2002","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H6301AC3250524FB2825E5946BDD1B51C"},{"label":"Sec. 3601","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H2C90455E07B742CE9348E889A1B01D59"},{"label":"Division D","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H3B2835DB437B4F2F9E73802DCCBD78B0"}]},"core_areas":["Materiality limits on SEC disclosure rulemaking for issuers","Public Company Advisory Committee within the SEC","Shareholder proposals in proxy statements","Registration and regulation of proxy advisory firms","Proxy voting by institutional investors and passively managed funds","Federal banking regulator reporting and rulemaking requirements","SEC studies of municipal securities disclosures and solicitation"],"what_it_does":[{"text":"Requires the SEC, when making rules on issuer disclosure obligations, to provide that an issuer must disclose information only to the extent the issuer has determined it is material to a voting or investment decision; this does not apply to removing a requirement.","cite":{"label":"Sec. 1101","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H8AF633C7383A4643A5E1BD7C90A0C7D3"}},{"text":"Establishes the Public Company Advisory Committee within the SEC, with not fewer than 10 and not more than 20 members appointed by the Commission, to advise the SEC on its rules, regulations and policies.","cite":{"label":"Sec. 1301","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H4A5A993EA31D4F86883FD98221962E3D"}},{"text":"Provides that, except as provided in paragraph (2) of Section 14(a), the SEC may not compel an issuer to include a shareholder proposal, or any discussion of one, in the issuer's proxy statement.","cite":{"label":"Sec. 2002","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H6301AC3250524FB2825E5946BDD1B51C"}},{"text":"Makes it unlawful for a proxy advisory firm to give proxy voting advice to a client unless registered with the SEC, and sets application, conflict-of-interest, reliability and annual reporting requirements for registered firms.","cite":{"label":"Sec. 3601","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H2C90455E07B742CE9348E889A1B01D59"}},{"text":"Requires the SEC to issue final rules prohibiting robovoting, defined as automatically voting in line with a proxy advisory firm's recommendations, or pre-populating votes with them, without independent review and analysis.","cite":{"label":"Sec. 3901","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H8A6D6BA0630D4BD093CA9EFE88A7E52C"}},{"text":"Bars the Federal Reserve Board, the Comptroller of the Currency, the FDIC, the NCUA and the FHFA from proposing or finalizing a defined major covered rule unless they first give congressional committees notice, testimony and an economic analysis 120 days ahead.","cite":{"label":"Sec. 4201","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-HF7F8F317D1DD4081A6A5F6BF6C051F91"}}],"unexpected":[{"category":"off_subject","items":[{"cite":{"label":"Sec. 1401","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-HF0C342B389B246CB81650439E365A964"},"heading":"Study on detrimental impact of the Directive on Corporate Sustainability Due Diligence and Corporate Sustainability Reporting Directive","effect":"Directs the SEC to study the impact of two European Commission sustainability directives on U.S. companies, consumers, investors and the economy, and to report within 1 year with recommendations.","amount":null,"quote":"the proposed directive entitled “Corporate Sustainability Due Diligence” adopted by the European Commission on February 23, 2022"},{"cite":{"label":"Sec. 3921","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H4586872BE9E345A2A2DF58D28FB704F5"},"heading":"Best interest based on pecuniary factors","effect":"Requires that a customer's best interest with brokers, dealers and investment advisers be determined using pecuniary factors unless the customer gives written informed consent to non-pecuniary factors, with related disclosures and SEC rulemaking.","amount":null,"quote":"the best interest of a customer shall be determined using pecuniary factors, which may not be subordinated to or limited by non-pecuniary factors"},{"cite":{"label":"Sec. 4401","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-HDB0484ECF6F24AAEB71D6E882B0AE282"},"heading":"Removal of the Vice Chairman for Supervision designation","effect":"Changes the Federal Reserve Board from two Vice Chairmen to one, removing the Vice Chairman for Supervision designation and its stated duties, and strikes paragraph (12) of section 10 of the Federal Reserve Act.","amount":null,"quote":"and 1 shall be designated by the President, by and with the consent of the Senate, to serve as Vice Chairman of the Board for a term of 4 years."},{"cite":{"label":"Sec. 5001","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#H0AA42E4E716848F299AE25D325831AFE"},"heading":"Limitation","effect":"For fiscal years 2026 and 2027, SEC registration fees are not deposited in the SEC Reserve Fund.","amount":null,"quote":"registration fees collected by the Securities and Exchange Commission shall not be deposited in the Securities and Exchange Commission Reserve Fund."}]},{"category":"selective_carve_out","items":[{"cite":{"label":"Sec. 3911","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-HE7C6B93D59CA4DC6AEEE68D5EEBC31B6"},"heading":"Proxy voting of passively managed funds","effect":"Exempts votes on foreign private issuers from the passively managed fund proxy voting requirement if the adviser's voting policy for those issuers is disclosed to beneficial owners.","amount":null,"quote":"Subsection (a) shall not apply with respect to a foreign private issuer if the voting policy of the investment advisor with respect to such foreign private issuers is fully and fairly disclosed to beneficial owners"},{"cite":{"label":"Sec. 3601","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-H2C90455E07B742CE9348E889A1B01D59"},"heading":"Registration of proxy advisory firms","effect":"Defines 'proxy advisory firm' to exclude any person that is exempt under law or regulation from the requirements otherwise applicable to persons engaged in proxy solicitation, so those persons fall outside the new registration requirements.","amount":null,"quote":"does not include any person that is exempt under law or regulation from the requirements otherwise applicable to persons engaged in such a solicitation."}]},{"category":"rule_delay","items":[{"cite":{"label":"Sec. 3201","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh#toc-HC3E71E1835E843D7A8E960FD29C873D7"},"heading":"Exclusion of certain shareholder proposals","effect":"Bars the SEC from finalizing or applying a specific proposed rule on substantial implementation, duplication and resubmission of shareholder proposals, or any substantially similar rule, including in no-action requests.","amount":null,"quote":"may not finalize or apply the positions contained in the proposed rule entitled “Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals under Exchange Act Rule 14a-8”"}]}],"version":{"type":"Engrossed in House","date":"2024-09-19","rule":"passed","href":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text/eh"},"current":true,"model":"claude-sonnet-5-5","approved":"2026-10-01","approved_by":"checks"},"sources":{"congress_gov":"https://www.congress.gov/bill/118th-congress/house-bill/4790","text":"https://www.congress.gov/bill/118th-congress/house-bill/4790/text"},"card":{"image":"card/item/118-hr-4790.png","v":"376a7fe3d69b","alt":"Votes on Record. H.R. 4790, 118th Congress: Prioritizing Economic Growth Over Woke Policies Act. House: 215 Yea, 203 Nay. Outcome: Passed House, 19 Sep 2024."}}