1. Registration of proxy advisory firms (a) Amendment The Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq. ) is amended by inserting after section 15G the following new section: 15H. Registration of proxy advisory firms (a) Conduct prohibited It shall be unlawful for a proxy advisory firm to make use of the mails or any means or instrumentality of interstate commerce to provide proxy voting advice, research, analysis, ratings or recommendations to any client, unless such proxy advisory firm is registered under this section. (b) Registration procedures (1) Application for registration (A) In general A proxy advisory firm shall file with the Commission an application for registration, in such form as the Commission shall require, by rule, and containing the information described in subparagraph (B). (B) Required information An application for registration under this section shall contain— (i) a certification that the applicant is able to consistently provide proxy advice based on accurate information; (ii) with respect to clients of the applicant that vote shares held on behalf of shareholders, a certification that the applicant— (I) will provide proxy voting advice only in the best economic interest of those shareholders; and (II) has the requisite expertise to ensure that voting recommendations are in the best economic interest of those shareholders; (iii) information on the procedures and methodologies that the applicant uses to ensure that proxy voting recommendations are in the best economic interest of the ultimate shareholders; (iv) information on the organizational structure of the applicant; (v) an explanation of whether or not the applicant has in effect a code of ethics, and if not, the reasons therefor