TX SB2337

Requires proxy advisors to disclose when their voting recommendations are based wholly or partly on nonfinancial factors such as environmental, social, or governance (ESG) criteria, diversity/equity/inclusion (DEI) goals, or social credit/sustainability scores rather than solely on shareholders' financial interests

Mandates that proxy advisors providing recommendations inconsistent with a company's board of directors must include a written economic analysis detailing short-term and long-term costs/benefits, projected impact on investment returns, and methodology used

Requires proxy advisors giving conflicting advice to different clients on the same proposal to notify all affected shareholders, the subject company, and the attorney general, and must disclose which recommendation is based solely on financial interests

Classifies violations as deceptive trade practices under the Texas Business & Commerce Code, allowing affected parties (service recipients, subject companies, and shareholders) to seek declaratory judgments or injunctive relief

Takes effect July 1, 2025 with two-thirds legislative vote, or September 1, 2025 otherwise; applies only to proxy advisory services provided after the effective date