Executive Order 14366 explained · Executive Order · No disposition noted
Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors
Signed: 2025-12-11 Published: 2025-12-16 Federal Register document: 2025-23093
Agencies: Executive Office of the President
What Executive Order 14366 says
Federal Register, Volume 90 Issue 239 (Tuesday, December 16, 2025) [Federal Register Volume 90, Number 239 (Tuesday, December 16, 2025)] [Presidential Documents] [Pages 58503-58505] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 2025-23093] Presidential Documents Federal Register / Vol. 90, No. 239 / Tuesday, December 16, 2025 / Presidential Documents [[Page 58503]] Executive Order 14366 of December 11, 2025 Protecting American Investors From Foreign-Owned and Politically-Motivated Proxy Advisors By the authority vested in me as President by the Constitution and the laws of the United States of America, it is hereby ordered: Section 1. Purpose. Unbeknownst to many Americans, two foreign-owned proxy advisors, Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC, play a significant role in shaping the policies and priorities of America's largest companies through the shareholder voting process. These firms, which control more than 90 percent of the proxy advisor market, advise their clients about how to vote the enormous numbers of shares their clients hold and manage on behalf of millions of Americans in mutual funds and exchange traded funds. Their clients' holdings often constitute a significant ownership stake in the United States' largest publicly traded companies, and their clients often follow the proxy...
Opening of the official text; read it in full in the Federal Register.
Constitution Index
“VFA Constitution grade”
Constitutionally sound
Graded 2026-10-08
SI-generated grade · five published checks · not individually reviewed by a person · methodology
Executive Order 14366 is procedural and enforcement-directed within existing federal securities, antitrust, and pension law. It orders APA-compliant review, fraud enforcement, disclosure, and fiduciary analysis without banning speech, seizing property, or seizing state authority over interstate markets. Any constitutional risk depends on future rulemakings, which the Order channels through due process.
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✓ Passes · Enumerated powers
Executive direction to SEC, FTC, and Labor to enforce and review existing federal statutes rests on Article II, Section 1 vesting of executive power and Article II, Section 3 duty to take care that laws be faithfully executed. Underlying statutes regulate interstate securities and pensions under Article I, Section 8, Clause 3 Commerce Clause and Clause 18 Necessary and Proper Clause. Order creates… -
✓ Passes · Bill of Rights
Order directs review, transparency, and enforcement against fraud and conflicts under existing securities laws. It does not ban speech, press, religion, assembly, or petition under First Amendment; does not restrict arms under Second Amendment; does not authorize searches or seizures under Fourth Amendment. Proxy advisors remain free to express views on diversity, equity, inclusion and environment… -
✓ Passes · Individual sovereignty
No person is compelled to vote shares a certain way, to hold or sell securities, or to adopt or abandon beliefs about diversity or environmental policies under First Amendment and Ninth Amendment retained rights. Investors, funds, and advisors retain choice to follow or ignore proxy advice. Government burden is limited to policing fraud, disclosure failures, fiduciary breaches, and anticompetitive… -
✓ Passes · Decentralization
Regulation of national securities markets, interstate proxy voting, ERISA pensions, and federal antitrust enforcement cannot be handled by individuals, counties, or single states without fragmentation. Tenth Amendment reserves other powers to states, but interstate commerce and national capital markets are minimum-necessary federal functions. Order does not create new federal preemption; it direct… -
✓ Passes · Due process and takings
No fines, licenses revoked, property seized, or registrations imposed by this Order itself. Order expressly requires consistency with the Administrative Procedure Act, fair enforcement of anti-fraud provisions, and investigation and assessment steps under Fifth Amendment due process. No taking of private property for public use without just compensation. Any future SEC, FTC, or Labor rule must pro…
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