TN SB2641

Expands the definition of "program" to include retirement plans established by political subdivisions that do not participate in the Tennessee Consolidated Retirement System, bringing local government pension funds under the same investment regulations as state programs.

Requires fiduciaries to invest and vote shares exclusively for financial reasons to benefit beneficiaries while maximizing long-term shareholder value, prohibiting votes that subordinate financial interests to environmental, social, and governance (ESG) considerations unless supported by economic analysis.

Creates a rebuttable presumption that fiduciary votes are for financial reasons when they follow recommendations of boards with majority independent directors; votes against board recommendations require documented economic analysis.

Mandates annual reporting to the state treasurer or local legislative body on all votes inconsistent with issuer board recommendations, including the economic analysis justifying each vote, with CEO/CFO certification required.

Prohibits the state treasurer, political subdivisions, and fiduciaries from contracting with proxy advisory firms that have conflicts of interest, including firms receiving consulting fees from companies they advise on or membership in organizations supporting shareholder proposals they evaluate.