1. Short title This Act may be cited as the Corporate Governance Fairness Act . 2. Proxy advisory firms The Investment Advisers Act of 1940 ( 15 U.S.C. 80b–1 et seq.) is amended— (1) in section 202(a) ( 15 U.S.C. 80b–2(a) )— (A) in paragraph (11)— (i) in the matter preceding subparagraph (A), by inserting , and includes a proxy advisory firm after promulgates analyses or reports concerning securities ; and (ii) in subparagraph (F), by striking on behalf of others;; and inserting on behalf of others or acts as a proxy advisory firm; ; (B) by redesignating the second paragraph (29) as paragraph (31); and (C) by adding at the end the following: (32) (A) The term proxy advisory firm — (i) subject to clause (ii), means any person that is engaged in the business of providing proxy voting research, analysis, ratings, or recommendations to investors in issuers by means of written or oral statements that are reasonably designed to meet the objectives or needs of specific clients, investors, or their accounts, including proxy voting research, analysis, ratings, or recommendations that are tailored to or reflect particular proxy voting guidelines developed or selected by investors