Florida is taking aim at the “shadow” power brokers of Wall Street. Attorney General James Uthmeier filed a sweeping enforcement action Wednesday against the world’s two dominant proxy-advisory firms, accusing them of running a “duopoly” that forces a liberal political agenda onto American companies at the expense of Florida retirees.
The lawsuit, filed in Gulf County Circuit Court, targets Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis). According to the complaint, these two firms control roughly 97% of the proxy-voting market—essentially deciding how institutional investors vote on corporate boards and policies—and have been operating in “lockstep” to manipulate the market.
Uthmeier’s office alleges the firms have violated Florida’s antitrust and consumer protection laws by abandoning financial neutrality. Instead of prioritizing shareholder returns, the state claims ISS and Glass Lewis have weaponized their influence to enforce Environmental, Social, and Governance (ESG) mandates, including climate change policies and race-based hiring quotas.
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“Florida is done allowing two unaccountable foreign-owned private corporations to manipulate shareholder votes behind closed doors,” Uthmeier said in a statement regarding the filing. “ISS and Glass Lewis claim to be neutral advisors, but they use their near-total control of the proxy-voting market to push divisive political mandates that threaten retiree savings, distort corporate governance, and undermine the rule of law. That ends today.”
The Allegations: Politics Over Profit
At the heart of the complaint is the accusation that ISS and Glass Lewis misled investors—including the Florida Retirement System, which covers over 1 million participants and holds approximately $240 billion in assets.
The state argues that while the firms promised “objective” and “evidence-based” recommendations, they instead pressured companies to adopt policies disconnected from financial performance. The lawsuit details how the firms allegedly threatened negative voting recommendations against corporate boards that failed to comply with specific ideological demands, such as net-zero emissions targets or specific demographic quotas for board members.
The complaint asserts that this behavior exposes businesses to legal and financial risks while deceiving the pension funds relying on that advice.
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Antitrust Concerns
Beyond the ideological dispute, the lawsuit strikes at the market structure itself. Florida officials argue that ISS and Glass Lewis have effectively eliminated competition by standardizing their products. By coordinating their services and joining the same international ESG associations, the state alleges the two firms have denied consumers any meaningful alternative in the marketplace.
The filing notes that President Donald Trump has previously highlighted the influence of proxy advisors, criticizing them for prioritizing political objectives over shareholder value.
The Attorney General is seeking civil penalties, restitution for affected consumers, and injunctive relief to break what the state describes as an unlawful stranglehold on corporate governance.
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