The current anti-ESG wave in the United States may recede, but the damage to shareholder democracy it leaves in its wake could persist for decades.
In December, U.S. Senator Ted Cruz introduced legislation that would block voting on environmental, social and governance (ESG) and diversity, equity and inclusion (DEI) matters for the federal pension fund. The bill would prohibit BlackRock and State Street from exercising their voting rights as shareholders on matters related to the Thrift Savings Plan – the $1-trillion retirement plan for U.S. federal employees.
This legislation strengthens Republican efforts to limit asset manager participation in ESG and climate coalitions, occurring alongside lawsuits alleging antitrust violations related to sustainability initiatives. Shareholders should be deeply concerned.
Despite the government’s rhetoric, climate risks are not abstract concerns. The financial losses from climate-related disasters are already staggering and directly affect corporate balance sheets, insurance costs, supply chain stability and asset values. When wildfires destroy infrastructures, when extreme weather events force business closures, these become material financial risks that any prudent investor must consider.
Yet this legislation would forbid asset managers from voting directors off boards when they underperform as a result of failing to manage these risks. Nor would they be able to vote against CEO pay packages that incentivize short-term thinking over long-term climate resilience. Voting for or against mergers and acquisitions based on the climate-related risks or opportunities they present would also be off the table.
The doublespeak has been striking. The bill’s proponents frame it as protecting shareholder interests and ensuring fiduciary duty, yet it proposes the wholesale elimination of voting rights on a broad category of financially material issues. Shareholders – including the federal employees whose retirement savings are at stake – are being told that their interests are best served by having fewer voting rights and reduced ability to hold management accountable. The underlying assumption appears to be that asset managers considering climate risks, social factors, or practices such as ESG and DEI are inherently acting against shareholder interests, an assertion that ignores decades of research demonstrating the financial materiality of these factors and the value of active ownership in protecting long-term returns. The evidence is clear.
Yet the implications of Senator Cruz’s bill extend far beyond this single piece of legislation. Once governments establish the precedent that they can selectively prohibit voting on certain categories of proposals, what is the next target? The legislation effectively creates a two-tiered system of shareholder rights: some topics are deemed acceptable for investor engagement, while others, despite their potential financial materiality, are placed beyond the reach of fiduciary oversight. This is not market-based decision-making; it is state intervention determining which corporate governance matters shareholders may address through their ownership rights.
Cruz’s proposal is part of a broader pattern. Important changes are reshaping the U.S. corporate governance landscape, with particularly significant implications for the 2026 proxy season, which is upon us. The Securities and Exchange Commission (SEC), citing lack of resources, has dramatically limited no-action letter requests, now focusing only on resolutions not being a “proper subject” for shareholders under state law.
Paradoxically, despite these claimed resource limitations, President Donald Trump has issued an executive order directing the SEC – along with the Federal Trade Commission and the Department of Labor – to undertake a comprehensive review of regulations governing proxy advisers, particularly those involving DEI and ESG considerations. The executive order specifically targets Institutional Shareholder Services and Glass Lewis, which together control more than 90% of the proxy adviser market, asserting that these firms prioritize politically motivated agendas over investor returns.
Furthermore, Texas has implemented legislation that restricts both derivative actions and shareholder proposals, effectively narrowing the pathways through which investors can hold corporations accountable. Perhaps most telling is ExxonMobil’s move last year to sue shareholders who filed a climate-related proposal – a stark indication that the corporation–shareholder relationship has shifted from the realm of business and markets into legal warfare.
We should be concerned not just about ESG or DEI specifically, but about the precedent being established for all shareholder rights. If companies can sue shareholders into silence, what incentive remains for investors to exercise stewardship and active ownership? And if the SEC withdraws from its role in maintaining a fair and orderly process for shareholder proposals, who will protect investors’ fundamental rights? These are not hypothetical concerns; they are materializing in real time and at, what I would consider, light speed in the United States.
The right to vote as a shareholder is at risk of becoming a hollow privilege, restricted to only those matters deemed politically acceptable to the government of the day. The irony is that those claiming to protect free markets and shareholder interests are systematically dismantling the very mechanisms that allow markets to function and shareholders to exercise their ownership rights. Whether this erosion can be reversed will depend on whether investors recognize what is at stake before it is too late.
Julie Bernard is a research fellow with the Institute for Sustainable Finance at Smith School of Business, Queen’s University, and an assistant professor of sustainable finance at the School of Environment, Enterprise and Development at the University of Waterloo.
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