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ARTICLE · 12 AUGUST 2026

DOJ Withdraws Antitrust Guidance For Proxy Advisory Industry

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The U.S. Department of Justice has withdrawn a decades-old business review letter issued to Institutional Shareholder Services, the nation's largest proxy advisor, amid growing concerns about market concentration and influence over corporate governance. This development follows state-level regulatory efforts, a Florida antitrust lawsuit, and a presidential executive order targeting the proxy advisory industry's role in promoting ESG and DEI initiatives.

United StatesAntitrust/Competition Law
Heather Lennox
Heather Lennox
Randi Lesnick
Randi Lesnick
Andrew Levine
Andrew Levine
Craig Waldman
Craig Waldman
Michael Gleason
Michael Gleason
Ferrell Keel
Ferrell Keel
Mark W. Rasmussen
Mark W. Rasmussen
Ian Fraser
Ian Fraser
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The U.S. Department of Justice Antitrust Division ("DOJ") has withdrawn a nearly 40-year-old business review letter ("BRL") issued to Institutional Shareholder Services ("ISS"), signaling heightened antitrust scrutiny of the proxy advisory industry.

The DOJ has withdrawn the 1987 BRL issued to ISS, the largest U.S. proxy advisor. The withdrawal follows state-level efforts to regulate the proxy advisory industry, a November 2025 antitrust lawsuit by the Florida Attorney General, and President Trump's December 2025 executive order on proxy advisory firms.

At least thirteen states have proposed or enacted legislation imposing disclosure requirements or other obligations on proxy advisory firms, and others are advancing similar bills. The Florida lawsuit alleges that ISS and Glass Lewis, the largest competitor of ISS, violated Florida's antitrust and consumer protection laws by coordinating offerings that incorporated environmental, social, and governance ("ESG") and diversity,

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