This bill specifies what is considered a false or misleading statement concerning a material fact for liability purposes in the context of the sale or purchase of securities. Particularly, the bill specifies that this liability extends to certain actions performed by a proxy voting advice businesss. (Proxy voting advice businesses provide voting services and advice to institutional investors in public companies for proposals presented at shareholder meetings.)

Under the bill, a proxy voting advice business may be held liable if it fails to disclose its methodology, sources of information, or conflicts of interest, or if it makes a material misstatement when providing proxy voting advice.