The Justice Department’s Antitrust Division has officially withdrawn a Business Review Letter (BRL) issued in 1987 to Institutional Shareholder Services (ISS), a leading proxy advisory firm. This decision comes as ISS has expanded its services to include corporate consulting, which conflicts with the original terms of the BRL that limited its advisory role to voting rights on corporate governance issues.

At the time of the BRL's issuance, the proxy advisory industry was still developing, and the Department of Justice indicated it had no intention to take antitrust action against ISS. However, the current business model of ISS now includes significant influence over corporate operations, which was not anticipated in the original letter.

The Antitrust Division emphasized that while proxy advising itself is not inherently problematic, the concentration of market power held by ISS and its competitor Glass Lewis raises serious competition concerns. The Division has previously acknowledged these issues, including filing comments with the Securities and Exchange Commission regarding proxy voting advice.

By withdrawing the BRL, the Antitrust Division aims to ensure that its enforcement intentions align with current market practices and to promote competition within the proxy advisory sector.