Florida Attorney General James Uthmeier has filed a lawsuit against Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. LLC (Glass Lewis), the two largest proxy advisory firms in the world. The suit alleges that these companies misled Florida consumers, abused their dominant position in the shareholder-voting market, and used their influence to promote an ideological agenda affecting American businesses and retirees.
According to the complaint, ISS and Glass Lewis are accused of violating Florida’s consumer protection and antitrust laws by deceiving investors, coordinating their services, and influencing corporate governance decisions without proper connection to financial performance.
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 lawsuit details how both firms control almost all of the proxy-advisory industry and assured investors—including over one million Florida retirement participants—that their recommendations were objective. However, it is alleged that ISS and Glass Lewis included controversial environmental, social, and governance (ESG) demands in nearly every voting recommendation. These demands reportedly pressured companies into adopting policies related to race, gender quotas, climate issues, and other directives that could increase legal or financial risks for businesses.
The complaint further claims that ISS and Glass Lewis acted together rather than independently by standardizing their products and limiting alternatives for consumers in a market they dominate. It also alleges that many recommendations were not based on traditional financial analysis but instead promoted actions potentially violating federal law while asserting they supported good governance.
Former President Trump recently addressed concerns about proxy advisor influence on corporate decision-making by highlighting firms like ISS and Glass Lewis for advancing political objectives over shareholder value.
Attorney General Uthmeier seeks civil penalties, injunctive relief, restitution for affected consumers, and other remedies intended to prevent ISS and Glass Lewis from continuing what he describes as deceptive practices targeting Florida investors—including seniors—and dictating corporate behavior through unlawful means.
The redacted version of the lawsuit was filed in Florida’s 14th Judicial Circuit.
