A page that tracks both long-standing structural conflicts (consulting; ownership) and a newer litigation-posture conflict allegation needs a coding rule. SMU CGI uses a four-category taxonomy. Each category carries a different evidentiary burden: Categories 1 and 2 are structural and disclosed ; Category 3 is methodology-level ; Category 4 emerged for the first time in May 2026 and remains pleaded , not adjudicated.16
Figure 1 · Conflict taxonomy
How SMU CGI codes alleged and verified proxy-advisor conflicts. ExxonMobil DEFA14A is the lead Category 4 example.
Two-by-two card grid. Categories 1 and 2 are long-standing structural categories; Category 3 is SMU CGI’s methodology-level coding; Category 4 is SMU CGI’s 2026 addition, coded from issuer allegations.
Category 01
Issuer-paid consulting
Long-standing, disclosed
Proxy advisor sells consulting services to issuers it also evaluates.
Leading examples.
ISS Corporate Solutions — issuer-facing consulting arm.
Glass Lewis — no current issuer-consulting service (per its June 1, 2018 Heller response); this category’s exposure is ISS-specific today.
Category 02
Ownership & affiliates
Structural, disclosed
Parent or affiliate has material relationships to issuers.
Leading examples.
ISS owned by Deutsche Börse via STOXX (since Feb. 2021).
Glass Lewis owned by Peloton Capital Management + Stephen Smith (since 2021).
Category 03
Recommendation-model
Methodology-level
Custom-policy products may produce recommendations diverging from benchmark on the same ballot.
Leading examples.
ISS custom-policy product line.
Glass Lewis “house view” vs. customized policies.
Category 04
Litigation & regulatory posture
NEW — first emergence May 2026
Advisor is itself litigating against a state whose corporate-law reforms are implicated by the ballot proposal.
Leading example.
ExxonMobil DEFA14A series , May 12, 2026 (accession 0001193125-26-219320, directed at Glass Lewis) and May 15, 2026 (accession 0001193125-26-226496, directed at ISS) — issuer-side allegations that adviser recommendations against the NJ→TX redomestication are conflicted — the ISS-directed filing expressly cites ISS’s parallel federal litigation against the Texas AG. Pleaded allegation, not adjudicated finding. A second, documentary instance: ISS’s June 19, 2026 letter declining to testify before the Texas Senate “[b]ecause this case remains in active litigation” — the adviser’s own statement that litigation posture governs its engagement with the regulating state (see § 5.3).
Sources. Deutsche Börse acquisition press release (Feb. 26, 2021) ; Peloton Capital Management partnerships page ; Guerdon Associates (Apr. 12, 2021) ; Exxon Mobil Corp. DEFA14A, accession 0001193125-26-219320 (May 12, 2026, directed at Glass Lewis) ; DEFA14A, accession 0001193125-26-226496 (May 15, 2026, directed at ISS) ; WSJ (Eaton, May 21, 2026) .
SMU CGI scholarship — the institutional framework on advisor influence and retail voice
SMU CGI scholar Christina M. Sautter (SMU Dedman Law) has developed the institutional framework most relevant to proxy-advisor influence on retail-investor voice; see Sergio Alberto Gramitto Ricci & Christina M. Sautter, Corporate Disenfranchisement Corporate Governance Gaming: The Collective Power of Retail Investors , 22 Nev. L.J. 51 (2021). The disenfranchisement framework engages structural questions about whose voice gets amplified by proxy-advisor methodology — particularly Category 3 (recommendation-model) and Category 4 (litigation/regulatory posture) channels above; the SMU CGI institutional voice cites Professor Sautter’s work as relevant scholarship without adopting any particular doctrinal position.