Florida Attorney General James Uthmeier filed a state-court lawsuit Thursday against Institutional Shareholder Services and Glass Lewis, accusing the firms of violating Florida consumer-protection and antitrust laws by using their market power to advance diversity, equity and inclusion and climate-related agendas, according to a copy of the complaint reviewed by The Daily Wire.
Florida Attorney General James Uthmeier on Thursday, Nov. 20, filed suit against Institutional Shareholder Services (ISS) and Glass Lewis, alleging the proxy advisers used their influence to promote diversity, equity and inclusion (DEI) and environmental, social and governance (ESG) policies in violation of state consumer-protection and antitrust laws, according to The Daily Wire’s review of the complaint. The Daily Wire reported the case was filed in Florida’s Second Judicial Circuit; a separate local outlet, Florida’s Voice, said it was filed in the 14th Judicial Circuit. (dailywire.com)
ISS and Glass Lewis dominate the U.S. proxy advisory market—a share commonly estimated at more than 90%, with some analyses placing it near 97%, though ISS has challenged the precision of the 97% figure. (congress.gov)
“The defendants have used this enormous influence to push their own dogmatic agenda,” the complaint says, asserting the firms press companies toward “racial balancing,” gender-related policies, and climate requirements. Those characterizations reflect the lawsuit’s arguments; the firms’ published voting policies show they sometimes recommend voting against board committee chairs when certain diversity or climate-risk oversight benchmarks are not met. For example, Glass Lewis generally recommends against the nominating committee chair at Russell 1000 companies lacking at least one director from an “underrepresented community,” a term it defines to include certain racial and ethnic groups and LGBTQIA+ individuals, and it may oppose boards that fail to disclose climate-oversight roles. ISS guidelines say it will generally recommend against the nominating chair at companies with no women on the board and, for significant greenhouse-gas emitters, may recommend against directors if a company has not taken “minimum steps” on climate risk, including TCFD-aligned disclosure and appropriate emissions targets. (resources.glasslewis.com)
Both firms are under Federal Trade Commission scrutiny for potential antitrust issues, according to a Wall Street Journal report cited by Reuters. (reuters.com)
Uthmeier, who became Florida’s attorney general in February 2025, said Florida would no longer allow “two unaccountable foreign-owned private corporations to manipulate shareholder votes behind closed doors,” adding that the state views the firms’ influence as a threat to retiree savings and corporate governance. His comments were made to The Daily Wire. ISS is majority-owned by Germany’s Deutsche Börse Group; Glass Lewis is owned by Canada-based Peloton Capital Management and investor Stephen Smith. (dailywire.com)
The lawsuit also cites prior congressional scrutiny. In August 2023, the House Judiciary Committee sought documents from the firms as part of an inquiry into whether proxy advisers collaborated with outside groups to push companies to “decarbonize.” Subsequent hearings in 2025 continued to examine the proxy advisory market’s concentration and influence. (hrpolicy.org)
Consumers’ Research executive director Will Hild praised the filing, saying his group would support aggressive enforcement until the firms commit to “transparency” and “neutrality,” according to The Daily Wire. (dailywire.com)
Background: In March 2025, Uthmeier’s office announced an investigation into ISS and Glass Lewis under Florida’s Deceptive and Unfair Trade Practices Act and Florida’s Antitrust Act—allegations that mirror the new complaint. (myfloridalegal.com)
