Will FTC Chair Andrew Ferguson Bring an Antitrust Action Against Glass Lewis and ISS?

March 18, 2025

Jamie Dimon didn’t just say the quiet part out loud. He said the quiet part loudly.

For years, CEOs complained in private but minced around in public about the outrageous business model of Institutional Shareholder Services and Glass Lewis, the duopoly that has a stranglehold on the proxy advisory business.

The JPMorgan CEO, speaking at a BlackRock summit in Washington, D.C., called out the proxy advisory firms, demanding an end to their duopoly. Dimon called them “incompetent.” In 2023, the American Council for Capital Formation revealed 64 major complaints to the Securities and Exchange Commission about these firms making basic mistakes and issuing inaccurate proxy adviser recommendations. This is believed to be just the tip of the iceberg because companies, unlike proxy advisors, must assume legal liability to submit a filing to the SEC.

“They should be gone and dead,” Dimon said of ISS and Glass Lewis. “Done with.”

ISS, owned by Deutsche Borse, and Glass Lewis, owned by a Canadian private equity firm, together control 90 percent of the proxy advisory market in the United States. Incompetence often comes with a lack of competition. But these two firms deserve extinction for another reason. They exploit their position to create problems for their clients and then force them to buy the solutions.

Dimon called out their closeness to progressive NGOs, which rate companies on how left-wing trust fund babies judge them by their ESG metrics. Glass Lewis advises some of these activist investors in running campaigns against companies. ISS rates the ESG “performance” of companies.

Then, when a company is found to be morally deficient by the proxy advisors on ESG and DEI (though the latter term is being dropped after the election of Donald Trump), these two companies sell them consulting services. What do those services do? They help companies defend themselves against such NGO-inspired proxy attacks.

Could Federal Trade Commission Chairman Andrew Ferguson face a clearer cause to launch an antitrust investigation? Two firms dominate a must-have service for all public companies. These two firms work with NGOs to manufacture problems for their clients. Then they sell them the fix.

Then ISS and Glass Lewis sell the solutions to the problems they helped create.

The inevitable complaint practically writes itself.