{"data":{"id":"us-tx/tex.-business-organizations-code-6a.102","jurisdiction":"us-tx","citation":"Tex. Business Organizations Code § 6A.102","heading":"DISCLOSURES IF PROVIDING CONFLICTING VOTER ADVICE OR RECOMMENDATIONS.","body":"(a) For purposes of this section, \"materially different,\" with respect to advice or a recommendation on how to vote on a company proposal or proxy proposal, means simultaneously advising or recommending that:\n(1) one or more clients vote for the proposal and one or more clients vote against the proposal;\n(2) one or more clients vote for a nominee for a company's governing authority and one or more clients vote against or abstain from voting for the same nominee; or\n(3) one or more clients vote for or against the proposal in opposition to the recommendation of the company's management.\n(b) If a proxy advisor provides to different clients who have not expressly requested services for a nonfinancial purpose either advice or a recommendation on how to vote on a proxy or company proposal that is materially different, the advisor shall:\n(1) if applicable, comply with disclosure requirements for nonfinancial proxy advisory services under Section 6A.101(b);\n(2) notify the following persons, in writing or by electronic means, of the conflicting advice or recommendation:\n(A) each shareholder receiving the advice or recommendation;\n(B) each entity or other person receiving the advice or recommendation on behalf of a shareholder;\n(C) the company that is the subject of the company or proxy proposal; and\n(D) the attorney general; and\n(3) disclose which of the conflicting advice or recommendations is:\n(A) provided solely in the financial interest of the shareholders; and\n(B) supported by any specific financial analysis performed or relied on by the advisor.\nAdded by Acts 2025, 89th Leg., R.S., Ch. 1153 (S.B. 2337), Sec. 2, eff. September 1, 2025.","path":["BUSINESS ORGANIZATIONS CODE","TITLE 1. GENERAL PROVISIONS","CHAPTER 6A. PROXY ADVISORY SERVICES","SUBCHAPTER B. DISCLOSURE REQUIREMENTS FOR PROXY ADVISORS"],"source_url":"https://statutes.capitol.texas.gov/Docs/BO/htm/BO.6A.htm#6A.102","current_through":"89th 2nd Called Legislative Session, 2025","vintage":"","retrieved_at":"2026-08-27T01:46:58Z","sha256":"6298d9fb297a6cfaf6f58af716bd0ff20f26287c51a851929971f2a8d0b7b46f","source_id":"us-tx","stale":false,"prev":"us-tx/tex.-business-organizations-code-6a.101","next":"us-tx/tex.-business-organizations-code-6a.201"},"notice":"GroundRules: Original legal text. Not legal advice."}