March 30, 2023 Dear Asset Manager: We, the undersigned

D E P A R T M E N T O F J U S T I C E

215 North Sanders

PO Box 201401

Helena, MT 59620-1401

(406) 444-2026

Contac[email protected]

mtdoj.gov

March 30, 2023

Dear Asset Manager:

We, the undersigned attorneys general, are the chief legal officers of our respec-

tive states. Among other duties, we enforce our states’ civil laws against unfair and

deceptive acts and practices and state and federal civil laws prohibiting agreements

to restrain competition. Truthful representations to consumers and fair competition

are fundamental pillars of our economic prosperity. We are writing this open letter to

asset manager industry participants to raise our concerns about the ongoing agree-

ments between asset managers to use Americans’ savings to push political goals dur-

ing the upcoming proxy season.

Your companies are some of the largest asset managers in the United States,

collectively controlling trillions of dollars of investments. Many individuals and organ-

izations count on you to provide sound investment products and advice. The top three

asset managers alone cast about a quarter of votes at S&P 500 companies’ shareholder

meetings.

You are therefore not only bound to follow the general laws discussed above

but also have extensive responsibilities under both federal and state laws governing

securities. Broadly, those laws require you to act as a fiduciary, in the best interests

of your clients and exercising due care and loyalty. Simply put, you are not the same

as political or social activists and you should not be allowing the vast savings en-

trusted to you to be commandeered by activists to advance non-financial goals.

Many asset managers, however, have made commitments that cast doubt on

their adherence to fiduciary requirements, representations to consumers about their

services, and compliance with antitrust laws. As explained further below, asset man-

agers have committed to use client assets to change portfolio company behavior so that

it aligns with the Environmental, Social, and Governance (ESG) goal of achieving net

zero by 2050. This specific, political commitment changes the terms of the products

offered, as well as engagements with individual companies. These changes may be

especially apparent in the 2023 proxy season that presents several resolutions related

to net zero and social issues. This letter lays out our concerns with this course of

Lucian Bebchuk & Scott Hirst, The Specter of the Giant Three, 99 B.U. L. Rev. 721, 724 (2019).

March 30, 2023

Page 2

conduct and highlights several legal issues presented by upcoming proposals in this

proxy season.

I. Asset Managers Have Extensive Legal Duties Under Federal and

State Law

Without attempting to comprehensively list all the overlapping legal regimes

you must comply with, your overarching role as investment advisers under federal law

is to act as a fiduciary to your clients, exercising “a duty of care and a duty of loyalty.”

“[T]he duty of care requires an investment adviser to provide investment advice in the

best interest of its client, based on the client’s objectives,” and the duty of loyalty re-

quires an adviser to “eliminate or make full and fair disclosure of all conflicts of inter-

est which might incline [her]—consciously or unconsciously—to render advice which

is not disinterested such that a client can provide informed consent to the conflict.”

To put it simply, you “cannot place [your] own interests” or those of other clients

“ahead of the interests of [your] client.”

These duties are important to “mitigate” the

risk of advisers “tak[ing] actions that increase their well-being at the expense of in-

vestors, thereby imposing agency costs on investors.”

In addition, you have a duty to

comply with state laws prohibiting unfair or deceptive trade practices, as well as se-

curities laws that prohibit investment advisers from engaging in fraudulent or mis-

leading practices and self-dealing.

II. Asset Managers Appear To Be Disregarding Their Legal Duties

Despite the extensive duties that you owe to your clients under federal and state

law, many of you have committed to take actions inconsistent with your clients’ finan-

cial interests. We outline several of these apparent inconsistencies below.

Many in your industry have joined the Net Zero Asset Managers Initiative

(“NZAM”), which, among other things, directs members to “accelerate the transition

towards global net zero emissions and for asset managers to play our part to help

deliver the goals of the Paris Agreement.”

Members commit to “[i]mplement a stew-

ardship and engagement strategy, with a clear escalation and voting policy, that is

Commission Interpretation Regarding Standard of Conduct for Investment Advisers, 84 Fed. Reg.

33,669, 33,669 (2019); see SEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180, 194 (1963); 15

U.S.C. § 80b-6; 17 C.F.R. § 240.10b-5.

84 Fed. Reg. at 33,671; see id. at 33,670 (noting such disclosure reflects “Congressional intent” (citing

Capital Gains Research, 375 U.S. at 191-92)).

Id. at 33,671.

Id. at 33,679.

E.g., Utah Code §§ 61-1-1, 61-1-2; Tex. Bus. & Com. Code Ann. § 17.46; Tex. Gov’t Code Ann. §

4008.101.

Net Zero Asset Managers (“NZAM”), Commitment (“NZAM Commitment”).

March 30, 2023

Page 3

consistent with [their] ambition for all assets under management to achieve net zero

emissions by 2050 or sooner.”

Far from being optional, NZAM describes this require-

ment as core to the initiative and one that is “comprehensively implemented” to pre-

vent allegations of greenwashing.

Perhaps most shockingly, NZAM members have

committed to “challenge” and “seek to overcome” the “constraints [they] face,” which

in context appears to include “legal duties to clients” and “applicable law” to achieve

net zero by 2050.

These are not the words of a dedicated fiduciary and these commit-

ments color any votes taken on these issues.

Many of you also participate in Climate Action 100+, which exerts coordinated

pressure to seek “commitments from boards and senior management” to “reduce

greenhouse gas emissions across the value chain” consistent with the Paris Agreement

and achieving net zero by 2050.”

Members of Climate Action 100+ commit to forcing

portfolio companies to “align[] political lobbying with the Paris Agreement,” without

allowance for whether such an alignment would be in the financial best interests of

the company.

Potential unlawful coordination appears throughout Climate Action

100+’s documents. Despite boilerplate disclaimers, initiative members clearly speak

for the group as they commit to communicate “a central message” to companies:

“[I]naction by companies following engagement may result in investors taking further

action.”

None of this is financially defensible. Instead, it is a transparent attempt to

push policies through the financial system that cannot be achieved at the ballot box.

The assumptions behind your commitments have also been shown to be false.

Your commitments were made on the “expectation that governments will follow

through on their own commitments to ensure the objectives of the Paris Agreement

are met,”

as well as on many other assumptions about science, financial impacts,

and public policy. As is commonly known (and as at least one of you has acknowl-

edged), “[g]overnments are not implementing policies to require net zero.”

In fact,

none of the world’s biggest emitters—China, the United States, the European Union,

and India—are on track to meet Paris Agreement goals.

A recent United Nations

report confirms the gap between countries’ carbon commitments and actual policies

and an even greater gap between the theoretical commitments and what would be

Id.

NZAM, FAQ.

NZAM Commitment, supra note 7.

Climate Action 100+, The Three Asks.

Climate Action 100+, 2021 Year in Review, at 8; see also infra notes 74–75.

Climate Action 100+, Engagement Process.

NZAM Commitment, supra note 7.

Arizona Attorney General Mark Brnovich et al., Letter from 19 State Attorneys General to Laurence

D. Fink, at 4 (Aug. 4, 2022).

Max Bearak & Nadja Popovich, The World is Falling Short of Its Climate Goals. Four Big Emitters

Show Why, N.Y. Times (Nov. 8, 2022).

March 30, 2023

Page 4

required to fully realize the energy transition you assume will take place.

Full im-

plementation of all nations’ updated pledges would result in a global greenhouse gas

emissions level 15.9% above the 2010 level in 2030, while the 1.5°C target requires

global carbon emissions to decrease by 45% in 2030.

Many of you appear to have

actual knowledge that this assumption is false because the climate organization many

of you have joined issued a “Call to Action” for governments to “follow through on their

commitments to the Paris Agreement objectives.”

Given these facts, we have significant concerns with how many of you advertise

your products and how you are engaging with individual companies. First, given that

many of you have committed “all assets under management” to certain environmental

goals, your failure to label or advertise all your funds as ESG funds suggests a breach

of your duties of care and loyalty. As far as we can tell, your non-ESG funds do not

disclose to investors that their investments will be used to further ESG goals, includ-

ing pressuring companies to reduce emissions in economically destructive ways. Re-

latedly, many of you have seemingly failed to disclose that your funds marketed as

“passive” funds are being used to actively influence company behavior. Indeed, pres-

suring companies to reach zero commitment is one of the most radical active invest-

ment strategies imaginable. The organizations you have joined describe the goal as

“transforming the economy” and the financial system at a cost of over $100 trillion.

Investors looking for low cost, passive indexing investments may be unwittingly fund-

ing your ESG activism. Any misrepresentations regarding the funds you are offering

is legally troubling.

Second, many of you have not adequately explained to investors the downsides

and risks of the funds you do market as ESG funds—even as you charge much higher

fees for these funds. As noted above, many of your environmental assumptions appear

to be dubious, making it perhaps unsurprising that ESG funds perform poorly.

the same time, by one estimate, ESG funds “have 43% higher fees than widely popular

U.N. Environment Programme, Emissions Gap Report 2022: The Closing Window — Climate Crisis

Calls for Rapid Transformation of Societies (Oct. 27, 2022).

U.N. Framework Convention on Climate Change, Nationally Determined Contributions Under the

Paris Agreement, ¶ 13, U.N. Doc. FCCC/Pa/CMA/2021/8/Rev.1 (Oct. 25, 2021).

Glasgow Financial Alliance for Net Zero (“GFANZ”), Call to Action (“GFANZ Call to Action”).

GFANZ, Amount of Finance Committed to Achieving 1.5°C Now at Scale Needed to Deliver the Tran-

sition (Nov. 3, 2021).

See, e.g., Sanjai Bhagat, An Inconvenient Truth About ESG Investing, Harv. Bus. Rev. (Mar. 31,

2022) (“ESG funds certainly perform poorly in financial terms.”); Sally Hickey, Large Cap ESG Funds

Perform Worse Than Non-Sustainable Counterparts, FT Adviser (Jul 13, 2022) (“[T]he higher a fund’s

ESG rating, ranked based on Morningstar’s sustainability ratings, the worse its returns over the year

to June 22.”).

March 30, 2023

Page 5

standard ETFs.”

Tariq Fancy, BlackRock’s former Chief Investment Officer for Sus-

tainable Investing, noted that ESG investing “provided the opportunity for . . . a bump

in what were otherwise plummeting fees as competition had grown in recent years.”

These higher fees are charged even though the makeup of many ESG funds are

“closely aligned” with generic S&P 500 funds.

Thus, two possibilities exist: many

asset managers are charging higher fees for a nearly-identical product, or they are

charging higher fees for a product that carries lower returns or, at minimum, is based

on unstudied and unreasonable assumptions. Either way, the disclosures around

these offerings raise significant legal questions.

Third, engagements with companies raise more questions about whether asset

managers have complied with their fiduciary duties, particularly the duty of loyalty

to disclose all conflicts of interest. These engagements often come in connection with

voting decisions about company directors and shareholder proposals, and with the

start of the 2023 proxy season, this remains an item of particular concern, as discussed

further below.

Rather than being based on a rational financial calculus regarding

potential changes to government policy, such actions force companies to comply with

rules that governments will likely not institute. Companies are already required to

disclose “impacts related to climate change” that “have a material effect on a [com-

pany’s] business and operations.”

Only extraneous motives could explain efforts by

asset managers to require companies to disclose non-material risks associated with

climate change. Such engagement will, in many cases, destroy value and make com-

panies and their investors worse off.

Michael Wursthorn, Tidal Wave of ESG Funds Brings Profit to Wall Street, Wall St. J. (Mar. 16,

2021).

Tariq Fancy, The Secret Diary of a ‘Sustainable Investor,’The Secret Diary of a ‘Sustainable Investor’

— Part 1, Medium (Aug. 2021); see also id. (“Since ESG products generally carry higher fees than non-

ESG products, [sustainable investing] represents a highly profitable and fast-growing business line for

BlackRock and other financial institutions.”).

Akshat Rathi et al., How Blackrock Made ESG the Hottest Ticket on Wall Street, Bloomberg (Jan.

18, 2022) (“ESGU’s fees are lower than industry averages for sustainable funds but are still five times

higher than an S&P 500 tracker that trades under the ticker IVV – a popular BlackRock fund whose

makeup and expected performance are closely aligned with those of ESGU.”).

See generally Uniform Prudent Investor Act § 5 cmt. (1994) (“No form of so-called ‘social investing’ is

consistent with the duty of loyalty if the investment activity entails sacrificing the interests of trust

beneficiaries—for example, by accepting below-market returns—in favor of the interests of the persons

supposedly benefitted by pursuing the particular social cause.”).

See, e.g., Travelers Cos., Inc., Letter from Yafit Cohn to SEC (“Travelers As You Sow Letter”) (Jan.

17, 2023); Press Release, As You Sow, As You Sow Files Resolutions With 5 Largest U.S. Banks Seeking

Transition Planning to Meet Net-Zero Targets (Jan. 24, 2023); Dan Romito, The Top 15 Anticipated

ESG-Related Considerations That Will Influence Strategy in 2023, Harv. L. Sch. F. Corp. Governance,

(Dec. 31, 2022).

SEC, Commission Guidance Regarding Disclosure Related to Climate Change (17 CFR Parts 211,

231 and 241; Release Nos. 33-9106; 34-61469; FR-82) (“SEC Guidance”), at 6 (Feb. 2, 2010).

March 30, 2023

Page 6

Political climate goals are at the heart of your ESG commitments, as the initi-

atives you have joined describe themselves as playing a “critical role” to “mobile[ze]

capital” and “protect[] nature.”

Your co-members in these initiatives are some of the

most radical ESG activists, who routinely try to change company behavior through

shareholder resolutions.

These activists have little ownership stake in public com-

panies, yet the assets clients have entrusted to you provide these activists with lever-

age. Public documents indicate that some large government clients asked their asset

managers to join these political ESG initiatives,

potentially compromising their fi-

duciary duty to pursue financial return for other clients. To our knowledge, asset man-

agers have not disclosed that their ESG commitments were made at the request of

clients who may have a political agenda. Votes cast in support of activist members and

certain government clients, in line with your political ESG commitments, present mul-

tiple conflicts of interest and are unlikely to be justifiable on financial grounds.

We also have concerns that horizontal agreements related to voting and engage-

ment through organizations such as Climate Action 100+ and NZAM unreasonably

restrain and harm competition. As noted above, NZAM members commit to “[i]mple-

ment a stewardship and engagement strategy, with a clear escalation and voting pol-

icy, that is consistent with our ambition for all assets under management to achieve

net zero emissions by 2050 or sooner.”

An agreement to limit the types of asset stew-

ardship services offered by asset managers across “all assets under management” will

have adverse effects on competition. And there appear to be less restrictive means that

accomplish most of the goals related to disclosure while also providing significantly

less exclusion of competition in asset-manager services offered in our states.

Finally, we have similar concerns about certain asset managers’ approach to

social issues and how they engage companies on such issues. For instance, many of

you have imposed racial and gender-based quotas for company board members.

And

many of you have pledged to support so-called racial equity audits and similar com-

pany actions. One especially problematic trend has been shareholder proposals that

insurance companies base their underwriting decisions on race rather than actuarially

justified risk.

These proposals claim in part that insurance companies charge higher

premiums “in minority communities versus whiter communities” and urge companies

to “identify and close potential gaps” to alleviate any disparate impact.

In other

words, activist shareholders request that companies report “racial impacts of [the

GFANZ Call to Action, supra note 19.

Climate Action 100+, InvestorsInvestor Signatories (“Climate Action 100+ Investor Signatories”).

Climate Action 100+, How We Work.

NZAM Commitment, supra note 7.

E.g., State Street, Guidance on Diversity Disclosures and Practices, at 2–3 (Jan. 2022).

See, e.g., Travelers Cos., Inc., 2022 Proxy Statement (DEF 14A), at 79 (Apr. 8, 2022).

Id.

March 30, 2023

Page 7

company’s] policies, practices, products and services” and request that they (illegally)

alter their underwriting criteria or pricing to achieve different outcomes based on

race.

Yet similar proposals continue to appear in 2023, as discussed below.

III. Asset Managers’ Fiduciary Duties In The 2023 Proxy Season

The 2023 proxy season will present multiple occasions on which asset managers

will have to choose between their legal duties to focus on financial return, and the

policy goals of ESG activists.

A. Banking

Banks are facing multiple proposals in 2023 from climate-initiative activists

affiliated with organizations many asset managers have joined. These include Cli-

mate Action 100+ “engagement service providers” As You Sow, Seventh Generation

Interfaith, and Shareholder Association for Research & Education. They also include

Climate Action 100+ affiliated asset managers Arjuna Capital, New York City Comp-

troller, New York State Comptroller, and Trillium Asset Management. Resolutions

(implicitly or explicitly) backed by horizontal asset-manager organizations that do not

on their face evidence value to the underlying shareholders are particularly troubling.

Specifically, climate change resolutions have been filed for at least ten North

American banks.

Some of these proposals require banks to explain the “specific

measures and policies” required to align their financing “with [their] 2030 sectoral

greenhouse gas emissions reduction targets” tied to net zero by 2050 and quantify

resulting emissions reductions.

The proposals further note that “targets alone are

insufficient” and instead seeks “banks’ concrete transition strategies to credibly

achieve their disclosed emission reduction targets.”

As an example, one proposal spe-

cifically criticizes a bank for “increas[ing] its fossil fuel funding above 2019 levels.”

These resolutions are a transparent attempt to use large banks to cut off funding to

See Travelers Cos., Inc., Letter from Yafit Cohn to SEC (“Travelers Trillium Letter”) (Jan. 17, 2023).

See, e.g., id.

These are Bank of America, Bank of New York Mellon Corporation, Citigroup, Goldman Sachs, JP

Morgan, Morgan Stanley, Royal Bank of Canada, Scotiabank, TD Bank, and Wells Fargo. See Ceres,

Engagement Tracker.

As You Sow, Goldman Sachs Group Inc: Report on Climate Transition Planning (“As You Sow Gold-

man Sachs Report”) (Nov. 18, 2022); see also As You Sow, JPMorgan Chase & Co: Report on Climate

Transition Planning (Dec. 2, 2022); As You Sow, Morgan Stanley: Report on Climate Transition Plan-

ning (Dec. 9, 2022); As You Sow, Wells Fargo & Co: Report on Climate Transition Planning (“As You

Sow Wells Fargo Report”) (Nov. 17, 2022).

As You Sow Goldman Sachs Report, supra note 38.

As You Sow Wells Fargo Report, supra note. 38.

March 30, 2023

Page 8

business in our states that may be out of step with environmental activists’ net zero

goals.

As another example, a bank is facing a proposal by Trillium Asset Management

to limit high-carbon financing and by the New York State Comptroller to establish

“2030 absolute greenhouse gas emissions reduction targets for … energy sector lend-

ing and underwriting.”

In a similar vein, the New York City Comptroller has sub-

mitted proposals for two major banks to establish targets limiting “both lending and

underwriting for … oil and gas and power generation.”

The Sierra Club has spon-

sored proposals specifically calling for four major banks to cut off lending, i.e. to “phase

out financing of new fossil fuel exploration and development.”

Banks are currently

subject to an investigation by nineteen Attorneys General regarding their existing co-

ordinated net zero commitments through Net Zero Banking Alliance (NZBA), yet your

fellow Climate Action 100+ members believe they should double down.

Finally, at least one bank made a commitment to Climate Action 100+ member

Arjuna Capital in return for withdrawal of a shareholder proposal for the bank to set

near- and long- term GHG reduction targets aligned with the Paris Agreement and

address emissions associated with the company’s lending, investment, and underwrit-

ing for its highest-emitting sectors.

Using the threat of Climate Action 100+ action

to obtain a commitment from a bank not to lend to certain sectors is just as problematic

as voting on such a proposal.

In addition to the climate proposals noted above, other proposals seek to fully

align banks with one political party.

One proposal complains that a bank donated to

political campaigns of candidates who have sponsored pro-life legislation—undoubt-

edly all Republicans.

Voting for this transparently political proposal, or others like

it, would demonstrate plainly that you are more concerned about political goals than

maximizing financial returns for investors.

Ceres, Limit High Carbon Financing (BAC, 2023 Resolution); see also Ceres, https://engage-

ments.ceres.org/ceres_engagementdetailpage?recID=a0l5c00000JKCewAAHReport on GHG Emis-

sions Targets (BAC, 2023 Resolution).

These are Goldman Sachs and JP Morgan. See Ceres,

https://engagements.ceres.org/ceres engagementdetailpage?recID=a0l5c00000JKJQ2AAPReport on

GHG Emissions Targets (GS, 2023 Resolution); Ceres,

https://engagements.ceres.org/ceres engagementdetailpage?recID=a0l5c00000JKJQ7AAPReport on

GHG Emissions Targets (JPM, 2023 Resolution).

E.g., Ceres, Limit High Carbon Financing (WFC, 2023 Resolution).

See Press Release, Missouri Attorney General Leads 19 State Coalition in Launching Investigation

into Six Major Banks Over ESG Investing (Oct. 19, 2022).

See Ceres, Report on GHG Emissions Targets (BK, 2023 Resolution).

As You Sow, JPMorgan Chase & Co: Disclosure of Incongruent Lobbying Activity (Dec. 2, 2022).

Id.

March 30, 2023

Page 9

In addition, voting for proposals that direct a bank’s lending behavior may ex-

pose asset managers having exercised control over a bank. Indeed, a United States

Senate report warned that net zero agreements or a coordination of voting through

proxy advisors could lead to “a finding of concerted or other associated effort that could

be deemed ‘control’ by an ‘association’ or ‘similar organization.’”

Many of the pro-

posals noted above are from As You Sow, a Climate Action 100+ “Engagement Service

Provider,”

and many Climate Action 100+ members (including some of you) likely

will vote for it, which may demonstrate coordination through the group. Such a finding

could take place even without coordination if the asset manager is of sufficient size.

B. Insurance

Several insurers also face climate proposals that push for unlawful alterations

of underwriting activities in order to achieve the ESG goal of aligning insurance un-

derwriting with net zero by 2050.

A Climate Action 100+ member appears to be attempting to control the opera-

tion of insurance companies. According to one company, As You Sow “acknowledged

that … they had in fact specifically aimed to restrict and circumscribe” the insurer’s

products and services.

Specifically, As You Sow pressed for specific actions including:

• “[C]harg[ing] higher premiums for cars that run on conventional fuels”;

• Using client relationships to “disincentivize the emissions of oil and gas cli-

ents”; and

• “Terminating clients based on their activities—namely, their failure to tran-

sition their GHG emissions activity.”

See Minority Staff of the S. Comm. on Banking, Housing & Urban Affairs, The New Emperors: Re-

sponding to the Growing Influence of the Big Three Asset Managers (“The New Emperors”), at 15 (Dec.

2022).

Climate Action 100+ Investor Signatories, supra note 29.

See The New Emperors. As the report observes, in order to avoid such a designation, BlackRock has

sought assurances from federal regulators, and promised not to “take any action to control the” regu-

lated company under certain federal laws. Id. at 15; see Federal Reserve, Ltr. from Federal Reserve to

BlackRockLetter from Mark E. Van Der Weide to BlackRock, at 3 (Dec. 3, 2020).

See, e.g. As You Sow, Berkshire Hathaway Inc: Disclose and Reduce GHG Emissions From Under-

writing, Insuring, and Investment Activities Aligned with Net Zero (Nov. 15, 2022); As You Sow, Chubb

Ltd: Disclose and Reduce GHG Emissions From Underwriting, Insuring, and Investment Activities

Aligned With Net Zero (Dec. 7, 2022); As You Sow, Travelers Companies Inc: Disclose and Reduce GHG

Emissions From Underwriting, Insuring, and Investment Activities Aligned With Net Zero (Dec. 9,

2022); see also Chubb Ltd., Ltr. from Edward Best to SECLetter from Edward Best to SEC; Travelers

As You Sow Letter, supra note 26.

See Travelers As You Sow Letter, supra note 26, at 9–10.

Id.

March 30, 2023

Page 10

As You Sow “conceded” that its proposed actions “could subject the Company to

litigation and regulatory scrutiny beyond the obvious impact to the Company’s busi-

ness,” but continued to push for its proposal.

Voting for such proposals could not only expose insurers to liability, but also

expose you to liability for violating fiduciary duties by exposing companies to liability

in order to support the ESG goals of your fellow climate initiative members.

In addition, state regulations presume that “control” of an insurer exists when

a person has at least 10% of the voting shares.

Coordinated efforts (such as through

proxy advisors or coalitions) may result in sufficient consolidation of shares well be-

yond the 10% mark, leading to a presumption that colluding asset managers are “con-

trolling” an insurer and thus can be regulated as an insurer.

One of your fellow ESG initiative members is also asking an insurer to discrim-

inate on the basis of race in providing insurance,

which would likely violate the laws

in many if not all of our states.

Voting for proposals that encourage companies to

engage in prohibited race discrimination could violate fiduciary duties, as the pro-

posals would unnecessarily expose an insurer to liability and also reduce the insurer’s

returns, as insurance premiums would be set based on race rather than purely on risk.

C. Net Zero Compliance at Utility, Energy, and Other Compa-

nies

Your fellow climate initiative activists are pushing climate change resolutions

on many other companies as well to force those companies to comply with the ESG net

zero goals you have committed to achieve.

With respect to utility companies, As You Sow has filed proposals for multiple

utilities to require “short and long-term targets aligned with the Paris Agreement’s

Id.

Notably, in at least some states, this threshold is lower than for other types of businesses. Compare,

e.g., Fla. Stat. § 624.10(3) (“Control [under the Insurance Code] is presumed to exist if a person, directly

or indirectly, owns, controls, holds with the power to vote, or holds proxies representing 10 percent or

more of the voting securities of another person.”), withid. § 607.0901 (20% interest presumed to have

control).

See supra notes 48–50 and accompanying text; see also Motion to Intervene and Protest, at 14, In re

Vanguard Grp., Inc., No. EC19-57-001 (Fed. Energy Regulatory Comm’n Nov. 28, 2022) (motion by over

a dozen attorneys general raising concerns about whether a “group effort” by asset managers who joined

NZAM may result in those managers collectively exceeding percentage ownership markers related to

the Federal Power Act).

See Travelers Trillium Letter, supra note 35.

Id. at 10–12 n.7.

March 30, 2023

Page 11

1.5°C goal requiring Net Zero emissions by 2050 for the full range of its Scope 3 value

chain GHG emissions.”

It is highly doubtful that requiring utility companies to adopt

Scope 3 emissions targets, when those are not required by applicable federal or state

law, is in the interests of shareholders.

With respect to energy companies, Follow This has introduced proposals requir-

ing large energy producers to align their Scope 3 emissions with Paris targets.

These

resolutions seek to coerce medium-term Scope 3 emission reductions by these compa-

nies. As with the resolutions targeting utility companies, it is highly doubtful these

resolutions are in the interests of shareholders.

Some proposals push for greater “transparency” from energy producers about

how those producers are reducing emissions, without any explanation of why this

transparency would benefit the company or its shareholders.

Other proposals at-

tempt to force companies to “achieve deforestation-free commodity supply chains by

2025,”

while warning those companies that “[f]inancial institutions with nearly $9

trillion in assets under management have committed to eliminating agricultural com-

modity-driven deforestation from their portfolios by 2025.”

In other words, activists

have forced banks to create ESG mandates, and now try to convince non-banks that

they must go along with those mandates or risk losing funding from the banks.

In a different vein, As You Sow is also pushing three companies to stop using

Vanguard as the default plan for their employee 401(k) accounts, claiming that Van-

guard funds “invest significantly in fossil fuel companies.”

As You Sow has brought

three resolutions targeting Vanguard specifically without any resolutions related to

the other members of the “Big Three.” Perhaps it has something to do with the fact

that Vanguard withdrew from the Net Zero Asset Managers Initiative in early

Ceres, Adopt GHG Reduction Targets (AEE, 2023 Resolution).

Follow This, Follow This Resolutions 2023.

See, e.g., As You Sow, ExxonMobil Corp: Report Impact of Asset Transfers on Disclosed Greenhouse

Gas Emissions (Dec. 7, 2022); As You Sow, Chevron Corp: Impact of Asset Transfers on Emissions

Disclosure (Dec. 7, 2022).

See, e.g., As You Sow, Papa John’s International Inc: Eliminate Deforestation From Company Supply

Chains (“As You Sow Papa John’s Proposal”) (Nov. 2, 2022); As You Sow, Pilgrims Pride Corp: Eliminate

Deforestation From Company Supply Chains (“As You Sow Pilgrims Pride Proposal”) (Dec. 5, 2022).

As You Sow Papa John’s Proposal, supra note 62; As You Sow Pilgrims Pride Proposal, supra note

62.

As You Sow, Comcast Corp: Report on Assessing Systemic Climate Risk From Retirement Plan Op-

tions (Dec. 21, 2022); As You Sow, Netflix Inc: Report on Assessing Systemic Climate Risk From Re-

tirement Plan Options (Dec. 22, 2022); As You Sow, Amazon.com Inc: Report on Assessing Systemic

Climate Risk From Retirement Plan Options (Dec. 15, 2022).

March 30, 2023

Page 12

December 2022—the same month that all three resolutions were filed.

Asset manag-

ers voting for the exclusion of one of their competitors has clear antitrust implications.

Once again, votes for these proposals are votes to promote political ESG pur-

poses, not the maximization of returns for investors as demanded by fiduciary duties.

As noted above, companies already must disclose “impacts related to climate change”

that “have a material effect on a [company’s] business and operations.”

As for these

additional disclosures, investors will not get better returns if energy companies dis-

close potentially damaging information, food sellers switch to more expensive but ac-

tivist-approved supply chains, or other companies pick a different provider for their

employee 401(k) plans. But activists will be pleased if those proposals pass and will

be able to use those proposals as leverage to pressure other companies to do the same.

D. Abortion and Political Spending

According to one activist group, more abortion-related proposals are on proxy

ballots this year than on all other previous years combined.

These proposals include:

(1) “political spending misalignment” and (2) “risk mitigation.”

1. “Political Spending Misalignment”

Like the proposal described above, these proposals seek to force companies to

explain donations to candidates of only one party. Another variation of these pro-

posals attempts to force companies to (1) obtain reports from third-party organizations

before donating to those organizations, and (2) publicly file those reports from the

third-party organization.

Like the other proposals noted above, the explanatory

notes are focused on denying donations to Republicans, with the proposals worrying

that donated funds could end up being given to “attacks on voting rights, efforts to

deny climate change, and efforts to impose extreme restrictions on abortion.”

At least two lobbying proposals are sponsored by Climate Action 100+ members,

which include government agencies. Seventh Generation Interfaith sponsored a pro-

posal asking a large bank to align its lobbying with commitment to achieve Net Zero

Ross Kerber & Noor Zainab Hussain, Vanguard Quits Net Zero Climate Effort, Citing Need for Inde-

pendence, Reuters (Dec. 7, 2022).

SEC Guidance, supra note 27, at 6.

See Press Release, Rhia Ventures, Press: Shareholders File Numerous Proposals Addressing Access

to Reproductive Health Care for 2023 Proxy BallotsShareholder Proposals Address Reproductive &

Maternal Health Benefits (Jan. 24, 2023).

Id.

See, e.g., SEC, Ltr. From SEC to Eli LillyLetter from Rule 14a-8 Review Team to Eli Lilly (Mar. 6,

2023).

Id.

March 30, 2023

Page 13

by 2050.

Similarly the Vermont Pension Investment Commission sponsored a reso-

lution requiring an energy company to align its lobbying and political activities with

a commitment to achieve net zero.

It is troubling that members of a horizontal or-

ganization of asset managers that includes many government actors would be trying

to limit political speech, particularly when there does not appear to be a shareholder

financial basis for the limitation.

As noted above, voting for these political proposals would prioritize political

goals over financial interests, which could violate fiduciary duties and would also raise

Hatch Act concerns.

2. “Risk Mitigation”

Finally, proposals seek to force companies to issue reports “detailing any known

and potential risks and costs to the company caused by enacted or proposed state pol-

icies severely restricting reproductive rights.”

The proposals also encourage compa-

nies to consider “related political contribution policies” and “public policy advocacy.”

The proposed report would not include any analysis of risks and costs created by en-

acted or proposed state policies advocating for “reproductive rights.”

Given the polarization of this issue, these proposals raise similar concerns and

liability risks to the political contribution proposals. The supposed financial impacts

of these proposals are especially flimsy, with the proponents weakly offering that the

company “may find it more difficult to recruit employees to … states which have out-

lawed abortion.”

Clearly, in context, these proposals are attempts to force companies

to (1) spend time and money creating reports containing anything as minor as a “po-

tential risk[]” from a “proposed state polic[y],” which can then be used by abortion

rights advocates, and (2) announce “related political contribution policies” to restrict

donations to pro-life (Republican) political candidates. Voting for these proposals pri-

oritizes political goals over the financial interests of the company’s shareholders and

raises Hatch Act concerns.

3. Race and Gender Quotas

As in other years, many proposals push for “diversity, equity, and inclusion”

initiatives designed to incorporate race or gender quotas into board or employee com-

position. One activist group lists 25 “Diversity and Gender Equality” proposals it filed

Ceres, Report on Lobbying in Line with Net Zero GHG Target (WFC, 2023 Resolution).

Ceres, Report on Lobbying in Line with Net Zero GHG target (DVN, 2023 Resolution).

See, e.g., Rhia Ventures, Coca-Cola Reproductive Resolution.

Id.

March 30, 2023

Page 14

for this proxy year alone, and already, 11 of the recipient companies have “reached

agreement” with the activist group on the issue.

The remaining holdouts must de-

fend proposals seeking to require their companies “to report to shareholders on the

effectiveness of the Company’s diversity, equity, and inclusion efforts.”

Although the

reports supposedly are for the purpose of “understand[ing] how well [the company is]

hiring, promoting, and retaining the best possible employees,” the requested reports

make no mention of qualitative performance by employees, instead seeking “quantita-

tive metrics … including data by gender, race, and ethnicity”

– in other words, quo-

tas.

As discussed further below, the supposed evidence behind these proposals is

inconclusive at best.

Without such evidence, requiring companies to pay for expen-

sive reports merely to satisfy the whims of activists is not in line with the fiduciary

duty to act in the sole interest of shareholders.

IV. Asset Managers Lack Valid Defenses

Several defenses have been raised by ESG proponents when confronted with

the issues raised above. Those defenses are unavailing, as discussed below.

A. Shareholder Proposals Are Not Merely “Precatory”

Although one proxy advisor recently has defended its recommended votes by

arguing that shareholder proposals are merely “precatory” and “not binding,” that is

not the case in practice.

Every proposal carries the implied threat to directors that

their failure to respond to that proposal in the desired fashion will result in a coordi-

nated effort to have those directors removed.

Two proxy advisors, Institutional

Shareholder Services (ISS) and Glass Lewis, control nearly the entire proxy advisor

As You Sow, ResolutionsCurrent Resolutions. To find the proposals, filter by “Diversity and Gender

Equity” and “2023.”

See id.

See, e.g., As You Sow, Berkshire Hathaway Inc: Greater Disclosure of Material Corporate Diversity,

Equity, and Inclusion (Nov. 14, 2022) (emphasis added).

See infra notes 107–111 and accompanying text.

Glass Lewis, Ltr. from Glass Lewis to State AGsLetter from Kevin Cameron to State Attorneys Gen-

eral (“Glass Lewis State Attorneys General Letter”), at 6 (Jan. 31, 2023). This explanation begs the

question of why companies would pay proxy advisors hundreds of millions of dollars a year to get advice

on “precatory,” non-binding proposals. See, e.g., Press Release, Inst’l S’holder Servs., Deutsche Börse

Acquires Leading Governance, ESG Data and Analytics Provider ISS (Nov. 17, 2020) (stating that ISS’s

2020 revenue was expected to be more than $280 million).

See Inst’l S’holder Servs., 2022 U.S. Voting Guidelines2022 U.S. Proxy Voting Guidelines (“ISS 2022

Proxy Voting Guidelines”), at 13; Glass Lewis, 2022 Policy Guidelines, at 19.

March 30, 2023

Page 15

market.

ISS’s U.S. guidelines vow to advocate for votes against members or entire

boards “as appropriate” if the board fails to act on a successful shareholder proposal.

Glass Lewis goes even further and warns that even if a shareholder proposal fails,

Glass Lewis nevertheless may advise its clients to vote against directors who do not

“demonstrate some initial level of responsiveness” to a failed shareholder proposal

that scraped together as little as 20% of the vote – never mind the fact that up to 80%

of shareholders disagreed with the proposal.

These advisors’ recommendations on

director votes carry tremendous sway, giving their threats real teeth.

Moreover, ISS has effectively joined the efforts of Climate Action 100+ by com-

mitting to use its climate benchmark in board votes.

For example, ISS’s 2023 bench-

mark policy states it will recommend “generally vot[ing] against” directors at compa-

nies “on the current Climate Action 100+ Focus List” that have not adopted “medium-

term [greenhouse gas (GHG)] reduction targets or Net-Zero-by-2050 GHG reduction

targets.”

They also state that ISS will use the Climate Action 100+ Focus Group list

as a proxy for “significant [greenhouse gas] emitters.”

It is unsurprising that ISS

would adopt these policies given that NZAM members commit “[a]cross all assets un-

der management” to “[e]ngage with actors key to the investment system including

credit rating agencies, auditors, stock exchanges, proxy advisers, investment consult-

ants, and data and service providers to ensure that products and services available to

investors are consistent with the aim of achieving global net zero emissions by 2050

or sooner.”

Given the horizontal agreements between asset managers that underlie

Climate Action 100+ and NZAM, any asset manager using that benchmark in engage-

ment or supporting that benchmark in votes should know that their efforts could lead

to changes in control of target companies.

Moreover, major asset managers have made clear that they will vote against

boards even for “insufficient progress” on ESG issues – let alone refusing to implement

voted-for shareholder proposals, which certainly would lead to asset managers target-

ing boards. For example, BlackRock previously identified “244 companies that were

making insufficient progress integrating climate risk into their business models or

See James K. Glassman & Hester Peirce, How Proxy Advisory Services Became So Powerful, Merca-

tus Ctr. at George Mason Univ. (June 18, 2014) (finding that ISS and Glass Lewis controlled 97% of the

proxy advisor market).

ISS 2022 Proxy Voting Guidelines, supra note 84, at 13.

Glass Lewis, https://www.glasslewis.com/wp-content/uploads/2022/11/US-Voting-Guidelines-2023-

GL.pdf2023 Policy Guidelines, at 10.

Utah Attorney General Sean D. Reyes et al., Letter from State AGs to Glass Lewis and ISSLetter

from 21 State Attorneys General to Institutional Shareholder Services and Glass Lewis (“State Attor-

neys General Glass Lewis Letter”) (Jan. 17, 2023).

ISS 2022 Proxy Voting Guidelines, supra note 84, at 17.

Id. at 17 n.10.

NZAM Commitment, supra note 7.

March 30, 2023

Page 16

disclosures” and took voting action against 53 of them.

It also placed 191 companies

“on watch” for “insufficient progress on climate,” and threatened that if “significant

progress” was not made, BlackRock might take “voting action against management.”

In one high-profile episode, BlackRock voted against the re-election of board members

for ExxonMobil due to their (perceived) failure to adjust to a “net zero economy.”

BlackRock also voted against directors for increasing exposure to coal-fired power gen-

eration.

B. SEC Staff Letters Are Not Legal Opinions

Many companies seek permission from SEC staff to exclude shareholder pro-

posals. One proxy advisor recently suggested that when SEC staff does not exclude

the proposal and says it is unable to conclude the proposal violates state law, others

can rely on that response as a legal conclusion.

In fact, as the SEC clearly states on its website, its staff responses to companies

are “informal,” not approved by the SEC itself, not legally binding, and “do not consti-

tute legal advice.”

In an analogous context, the FTC recently decried the “problem”

of companies choosing to “rely on [nonbinding guidance] as a substitute for their own

legal analysis,” despite the “agency’s clearly stated assertion that informal interpre-

tations are not a legal determination.”

C. Climate Change Proposals Are Not Financially Justified

Some investment managers defend investments and votes for environmental

purposes based on the assumption that there is an impending “transition to decarbon-

ize the world.”

BlackRock stated that the net zero transition is “inevitabl[e]” and for

that reason, it expects its portfolio companies to have a “plan for operating under a

scenario where the Paris Agreement’s goal of limiting global warming to less than two

BlackRock, Investment Stewardship Annual Report, at 37 (Sept. 2020).

Id. at 11.

BlackRock, Vote Bulletin: Exxon Mobil Corporation, at 3 (May 26, 2021) (explaining that BlackRock

voted against the board in support of three nominees who “would be better able to help management

align the business with a net zero economy”); see also State Street, 2021 Proxy Context: Exxon Mobil

Corporation (XOM) (May 27, 2021).

BlackRock, Voting Bulletin: Fortum Oyj (Apr. 23, 2020).

Glass Lewis State Attorneys General Letter, supra note 83, at 6.

See SEC, Requests for No-Action, Interpretive, Exemptive, and Waiver Letters; SEC, Staff Interpre-

tations (cautioning that because responses such as no-action letters “represent the views of staff, they

are not legally binding”).

Holly Vedova, Fed. Trade Comm’n, Reforming the Pre-Filing Process for Companies Considering

Consolidation and a Change in the Treatment of Debt (Aug. 26, 2021).

BlackRock, Managing the Net Zero Transition.

March 30, 2023

Page 17

degrees is fully realized.”

The NZAM Commitment—of which BlackRock and State

Street are signatories—is crucially premised on the prediction that “governments will

follow through on their own commitments to ensure the objectives of the Paris Agree-

ment are met.”

As discussed above, these assumptions are speculative and unrealistic.

The

road to the Paris Agreement’s desired temperatures or to global net zero carbon emis-

sions is far from inevitable. The International Energy Agency (“IEA”) even describes

the pathway as “narrow” and “unprecedented” and admits that the technology to reach

net zero by 2050 does not yet exist.

100

Fiduciary duties cannot be fulfilled by relying

on aspirational, unrealistic assumptions to guide investments and shareholder votes.

Notably, J.P. Morgan Asset Management voted in favor of a 2022 resolution

requiring Costco to disclose its greenhouse gas emissions.

101

However, when JPMor-

gan Chase received a shareholder proposal in 2020 asking the company to disclose its

greenhouse gas emissions, the board opposed the proposal,

102

which narrowly failed.

103

D. Quotas Are Not Financially Justified

Similarly, in pressuring companies to impose board-diversity quotas,

BlackRock and State Street operate under the assumption that race- and gender-

based quotas “lead[] to . . . better long-term economic outcomes.”

104

This assertion lacks evidentiary support regarding board behavior. Indeed, a

California state court was unable to find academic studies to support the state’s con-

tention that there is “a causal connection between women on corporate boards and

corporate governance,” leading the court to deem California’s gender quotas

BlackRock, A Framework for Our Clients: How to Invest in the Net Zero Transition.

NZAM Commitment, supra note 7.

See supra notes 14–19 and accompanying text.

100

Press Release, Int’l Energy Agency, Pathway to Critical and Formidable Goal of Net-Zero Emissions

by 2050 Is Narrow But Brings Huge Benefits, According to IEA Special Report (May 18, 2021) (“[I]n

2050, almost half the reductions come from technologies that are currently only at the demonstration

or prototype phase.”).

101

J.P. Morgan Asset Mgmt., Global Equities Voting Summary Report Q122Global Equities Voting

Summary Report Q1 2022, at 63.

102

JPMorgan Chase & Co., 2020 Proxy Statement, at 97–98.

103

Proxy Monitor, Proxy Monitor. Search “JPMorgan Chase.”

104

BlackRock, Investment StewardshipInvestment Stewardship 2022 Policies Updates Summary, at 3;

see also Cyrus Taraporevala, CEO’s Letter on SSGA 2021 Proxy Voting Agenda, Harv. L. Sch. F. Corp.

Governance (Jan. 13, 2021) (post by State Street CEO stating that management teams with a “critical

mass of racial, ethnic, and gender diversity are more likely to generate above-average profitability”).

March 30, 2023

Page 18

unconstitutional.

105

The SEC recently found that “studies of the effects of board diver-

sity are generally inconclusive, and suggest that the effects of even mandated changes

remain the subject of reasonable debate.”

106

Blindly promoting the positive effects of diversity quotas for businesses’ bottom

lines and dogmatically voting against board members on the basis of diversity quotas

is inconsistent with fiduciary duties and the prudent investor rule.

Notably, despite its many votes against other companies on racial equity

grounds, in 2021, State Street itself received a shareholder proposal requesting a com-

prehensive racial equity audit.

107

State Street management unanimously opposed the

proposal, and the proposal failed.

108

E. Deference to Proxy Advisors Is Unjustified

Some asset managers believe that deferring to proxy advisors on these issues

will avoid liability for votes. This is incorrect for multiple reasons.

First, a fiduciary cannot simply rely on the advice of a third party. The fiduciary

must continue to exercise its fiduciary duties in deciding whether the third party’s

advice should be followed. If evidence emerges that the third party is giving biased

advice, the fiduciary must take that into consideration. Here, the undersigned as at-

torneys general have highlighted, ISS and Glass Lewis appear to have engaged in

conflicts of interest, failed to focus on financial return in vote recommendations, com-

mitted to use Climate Action 100+ benchmarks, and promoted and relied upon false

and misleading statements.

109

In response to these concerns, both companies failed to

describe a financial basis for requiring companies to align with net zero aspirations.

110

Second, the policies that ISS and Glass Lewis advertise as their “benchmark”

policies have a clear political bent that is not solely in the interest of generating share-

holder value, even just comparing them with other policies that those two companies

105

See Crest v. Padilla, No. 19STCV27561 (Cal. Super. Ct. May 13, 2022), available at

https://s.wsj.net/public/resources/documents/Crest-et-al-v-Padilla-05-13-2022.pdf.

106

SEC, Order Approving Proposed Rule ChangesOrder Approving Proposed Rule Changes to Adopt

Listing Rules Related to Board Diversity and to Offer Certain Listed Companies Access to a Compli-

mentary Board Recruiting Service (Release No. 34-92590) (Aug. 6, 2021).

107

State Street, STT-2021-Proxy-Statement2021 Proxy Statement.

108

Id.; see also Press Release, Majority Action & SEIU, State Street AGM Statement -– 5/19/21Share-

holders Issue Strong Rebuke to State Street for Racial Justice Failures at Annual Meeting, With Over

One Third Supporting Resolution In Support of Racial Equity Audit (May 20, 2021).

109

State Attorneys General Glass Lewis Letter, supra note 88.

110

Glass Lewis State Attorneys General Letter, supra note 83; Inst’l S’Holder Servs., Letter from ISS

to State AGsLetter from Institutional Shareholder Services to State Attorneys General (Jan. 31, 2023).

March 30, 2023

Page 19

offer. For example, ISS recently released its Global Board-Aligned International Proxy

Voting Guidelines.

111

ISS explained that “[o]n environmental or social matters, the

Global Board-Aligned Policy will generally result in recommendations that are in line

with those of a company’s board, with recommendations in support of shareholder pro-

posals limited to circumstances where it is considered that greater disclosure will di-

rectly enhance or protect shareholder value and is reflective of a clearly established

reporting standard in the market.”

112

Similarly, Glass Lewis has a “Governance-Fo-

cused Policy,” which it claims “are ideal for investors who want to promote effective

governance mechanisms on boards without taking strong positions on other types of

issues.”

113

Whether these policies are in fact free of political bias, they are certainly

presented as being less political than the “benchmark” policies. Given these alterna-

tive options, asset managers cannot simply rely on the fact that they followed ISS or

Glass Lewis’s “benchmark” policies to show they were acting to further shareholders’

interests.

In light of this information, following ISS and Glass Lewis’s proxy recommen-

dations will not shield asset managers from liability – and in fact, may expose them

to liability.

V. Conclusion

We will continue to evaluate activity in this area in line with our ongoing inves-

tigations into potential unlawful coordination and other violations that may stem from

the commitments you and others have made as part of Climate Action 100+, Net Zero

Asset Managers Initiative, or the like.

Sincerely,

Austin Knudsen

ATTORNEY GENERAL

OF MONTANA

Jeff Landry

ATTORNEY GENERAL

OF LOUISIANA

Sean Reyes

ATTORNEY GENERAL

OF UTAH

111

Inst’l S’holder Servs., Global Board-Aligned Proxy Voting Guidelines: 2023 Policy Recommendations

(Mar. 15, 2023).

112

Press Release, Inst’l S’holder Servs., ISS Launches Global Board-Aligned Voting Policy (Mar. 16,

2023).

113

Glass Lewis, Glass Lewis Proxy Voting Policies.

March 30, 2023

Page 20

Steve Marshall

ATTORNEY GENERAL OF ALABAMA

Christopher M. Carr

ATTORNEY GENERAL OF GEORGIA

Theodore E. Rokita

ATTORNEY GENERAL OF INDIANA

Kris Kobach

ATTORNEY GENERAL OF KANSAS

Lynn Fitch

ATTORNEY GENERAL OF MISSISSIPPI

JOHN M. FORMELLA

ATTORNEY GENERAL OF NEW HAMPSHIRE

Tim Griffin

ATTORNEY GENERAL OF ARKANSAS

Raúl Labrador

ATTORNEY GENERAL OF IDAHO

Brenna Bird

ATTORNEY GENERAL OF IOWA

Daniel Cameron

ATTORNEY GENERAL OF KENTUCKY

Andrew Bailey

ATTORNEY GENERAL OF MISSOURI

Dave Yost

ATTORNEY GENERAL OF OHIO

March 30, 2023

Page 21

Alan Wilson

ATTORNEY GENERAL OF SOUTH CAROLINA

Ken Paxton

ATTORNEY GENERAL OF TEXAS

Patrick Morrisey

ATTORNEY GENERAL OF WEST VIRGINIA

Jonathan Skrmetti

ATTORNEY GENERAL OF TENNESSEE

Jason Miyares

ATTORNEY GENERAL OF VIRGINIA

Bridget Hill

ATTORNEY GENERAL OF WYOMING