SB 850 West Virginia Senate · 2025 Regular Session

Creating Protecting Shareholders Act

SB 850, the "Protecting Investors Act," requires corporate fiduciaries (like board members) to prioritize financial returns for shareholders over non-financial priorities, such as environmental, social, and governance (ESG) programs, when making investment decisions. The bill defines "pecuniary interest" as financial return and "non-pecuniary interest" as anything else, including ESG initiatives. If a fiduciary prioritizes ESG or similar non-financial goals over shareholder financial interests, it becomes automatic evidence of a breach of fiduciary duty. This law directly affects corporate decision-makers in West Virginia who manage investments for shareholders.

Bill status in committee 1 of 4 stages cleared

Introduction

Mar 2025

Committee Review

Floor Vote

Governor

Introduced Mar 20, 2025 Last action Apr 1, 2025

Maddy AI version diff · 1 comparison

What changed between versions

Introduced Version → Committee Substitute · 5 edits

MODERATE

The bill was renamed from 'Protecting Investors Act' to 'Protecting Shareholders Act' and simplified its definitions to focus on financial interests. The committee version removed detailed ESG definitions and replaced them with a narrower definition of diversity, equity, and inclusion, while clarifying that prioritizing ESG factors over financial returns constitutes a breach of fiduciary duty.

Scope change

The bill's scope shifted from protecting general investors to specifically protecting shareholders, and the definition of ESG was significantly narrowed to exclude broader environmental and social considerations.

SCOPE

Changed the bill title from 'Protecting Investors Act' to 'Protecting Shareholders Act', narrowing the protected class from all investors to only shareholders.

DEFINITION

Replaced detailed ESG definitions with a simplified definition of 'diversity, equity, and inclusion' that excludes color-blind hiring processes and compliance-only activities.

Changed 'Environmental, social, and governance' definition to only include greenhouse gas emissions for the environmental component and diversity factors for governance, removing broader social considerations.

Updated 'pecuniary interest' definition to specify 'shareholders' instead of 'beneficiaries' or 'equity owners'.

REQUIREMENT

Simplified the breach of fiduciary duty standard to apply when directors or officers prioritize ESG interests over pecuniary interests, removing the specific language about prioritizing ESG programs.

Floor votes

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Full legislative history

Actions timeline

Total actions

Key actions

Committee

Apr 1, 2025

Committee

Referred to Rules on 2nd reading

upper

Mar 26, 2025

Upper · Passed

Committee substitute reported

upper

Mar 20, 2025

Introduced

Introduced in Senate

upper

Mar 20, 2025

Committee

To Banking and Insurance

upper

0 primary · 1 co-sponsor