A bill to authorize the Securities and Exchange Commission to conduct a study of proxy contests as a vehicle for corporate takeover activity; the role and conduct of institutional investors and their fund managers, including managers of public and private pension funds, in connection with such contests; and the need for, and feasibility of, measures intended to improve protections for persons on whose behalf and for whose benefit fund managers hold securities entitled to vote in such contests.

Requires the Securities and Exchange Commission to conduct a study of, and report to specified congressional committees on: (1) the use of proxy contests as a vehicle for corporate takeover activity; (2) the role and conduct of institutional investors and their fund managers in connection with long-term and short-term factors affecting voting by fund managers; and (3) the need for, and feasibility of, measures to improve protections for persons for whose benefit fund managers hold securities entitled to vote in such contests.