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![handle is hein.congrecreports/crptxafvu0001 and id is 1 raw text is: AUTHENTICATED
U.GOVERNMENT
INFORMATION .
118TH CONGRESS REPORT
1st Session HOUSE OF REPRESENTATIVES 118-326
BUSINESSES OVER ACTIVISTS ACT
DECEMBER 19, 2023.-Committed to the Committee of the Whole House on the State
of the Union and ordered to be printed
Mr. MCHENRY, from the Committee on Financial Services,
submitted the following
R E P O R T
together with
MINORITY VIEWS
[To accompany H.R. 4655]
[Including cost estimate of the Congressional Budget Office]
The Committee on Financial Services, to whom was referred the
bill (H.R. 4655) 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 con-
sent solicitation materials, and for other purposes, having consid-
ered the same, reports favorably thereon with an amendment and
recommends that the bill as amended do pass.
The amendment is as follows:
Strike all after the enacting clause and insert the following:
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 amend-
ed 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 Commis-
sion 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..
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