H.R. 3357

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3357 Referred in Senate (RFS)]

<DOC>
119th CONGRESS
1st Session
H. R. 3357

_______________________________________________________________________

IN THE SENATE OF THE UNITED STATES

July 24, 2025

Received; read twice and referred to the Committee on Banking, 
Housing, and Urban Affairs

_______________________________________________________________________

AN ACT

To amend the Securities Exchange Act of 1934 to require issuers with a 
multi-class stock structure to make certain disclosures in any proxy or 
consent solicitation material, and for other purposes.

Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

This Act may be cited as the ``Enhancing Multi-Class Share 
Disclosures Act''.

SEC. 2. DISCLOSURE RELATING TO MULTI-CLASS SHARE STRUCTURES.

Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) 
is amended by adding at the end the following:
``(l) Disclosure Relating to Multi-class Share Structures.--
``(1) Disclosure.--The Commission shall, by rule, require 
each issuer with a multi-class share structure to disclose the 
information described in paragraph (2) in any proxy or consent 
solicitation material for an annual meeting of the shareholders 
of the issuer, or any other filing as the Commission determines 
appropriate.
``(2) Content of disclosure.--A disclosure made under 
paragraph (1) shall include, with respect to each person who is 
a director, director nominee, or named executive officer of the 
issuer, or who is the beneficial owner of securities with 5 
percent or more of the total combined voting power of all 
classes of securities entitled to vote in the election of 
directors--
``(A) the number of shares of all classes of 
securities entitled to vote in the election of 
directors beneficially owned by such person, expressed 
as a percentage of the total number of the outstanding 
securities of the issuer entitled to vote in the 
election of directors; and
``(B) the amount of voting power held by such 
person, expressed as a percentage of the total combined 
voting power of all classes of the securities of the 
issuer entitled to vote in the election of directors.
``(3) Multi-class share structure.--In this subsection, the 
term `multi-class share structure' means a capitalization 
structure that contains 2 or more types of securities that have 
differing amounts of voting rights in the election of 
directors.''.

Passed the House of Representatives July 23, 2025.

Attest:

KEVIN F. MCCUMBER,

Clerk.