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FTC Opens Antitrust Probe Into Leading Proxy Advisory Firms

By  |  November 13, 2025

The Federal Trade Commission has launched an inquiry into whether proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis may have violated antitrust laws in their sway over shareholder voting, according to The Financial Times. People familiar with the matter told the publication that regulators are scrutinizing whether the firms’ influence in corporate governance has created an uncompetitive landscape.

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    The probe coincides with US President Donald Trump’s consideration of an executive order aimed at reducing the power of both proxy advisers and major passive investment managers such as BlackRock and Vanguard, per The Financial Times. Those firms, which hold significant stakes across publicly traded companies, have long been viewed by some in Trump’s circle as overly influential in shaping corporate policy.

    According to The Financial Times, several prominent chief executives pushed the Trump administration to take a closer look, arguing that proxy advisers wield disproportionate authority over decisions ranging from board composition to executive compensation. While earlier administrations also examined corporate governance reforms, Trump’s team reportedly approached the issue from a more populist perspective, blending antitrust concerns with cultural and political debates.

    ISS and Glass Lewis dominate the market for voting recommendations to institutional investors, prompting regulators to assess whether that dominance limits competition or disadvantages shareholders more broadly. Glass Lewis, in a statement, said: “the existence of this non-public investigation does not suggest that the commission believes Glass Lewis, or any other named party, has violated the law”. The company added that it is complying with the FTC’s request for documents. The FTC and ISS declined to comment.

    The Wall Street Journal first disclosed the existence of the investigation.

    According to The Financial Times, some of Trump’s allies on Wall Street have long criticized the concentrated power of proxy advisers and large index-fund managers, warning that their combined influence could narrow the diversity of shareholder voices. BlackRock chief executive Larry Fink has been a particular target among critics on the political right, who object to the firm’s advocacy of environmental, social and governance-focused strategies.

    Within Trump’s orbit, Fink’s past letters to corporate leaders continue to be viewed as overly interventionist, with advisers arguing that such positions impose progressive priorities on American businesses. People briefed on the matter told The Financial Times that the renewed focus on proxy advisers reflects both an effort to shift corporate governance power dynamics and a push to counter what they see as ideological influence in corporate boardrooms.

    Source: The Financial Times