Enhancing Multi-Class Share Disclosures Act

Bill: 118-hr-2795
Sponsor: full_name: Rep. Meeks, Gregory W. [D-NY-5]
Introduced: 2023-04-24
Policy area: Finance and Financial Sector
Subjects: Consumer affairs

Corporate finance and management

Financial services and investments

Securities
Latest action: action_date: 2023-05-31
text: Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Summaries:
action_date: 2023-04-24
action_desc: Introduced in House
text: <p><b>Enhancing Multi-Class Share Disclosures Act </b></p> <p>This bill requires issuers of securities with multi-class share structures to disclose certain information in any proxy solicitation or consent solicitation material. A multi-class share structure occurs when a company issues two or more classes of shares that have different voting rights. For example, a company may issue one class of shares with no or few voting rights for the public, and another class with more voting rights for company founders and executives. </p> <p>Under the bill, the issuer must disclose certain information about each director, director nominee, named executive officer, and each beneficial owner of securities with 5% or more of the total combined voting power of all classes of securities entitled to vote in the election of directors. Specifically, the issuer must disclose (1) the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by such person, and (2) the amount of voting power held by such person.</p> </p>

action_date: 2023-05-30
action_desc: Passed House
text: <p><b>Enhancing Multi-Class Share Disclosures Act </b></p> <p>This bill requires issuers of securities with multi-class share structures to disclose certain information in any proxy solicitation or consent solicitation material. A multi-class share structure occurs when a company issues two or more classes of shares that have different voting rights. For example, a company may issue one class of shares with no or few voting rights for the public, and another class with more voting rights for company founders and executives. </p> <p>Under the bill, the issuer must disclose certain information about each director, director nominee, named executive officer, and each beneficial owner of securities with 5% or more of the total combined voting power of all classes of securities entitled to vote in the election of directors. Specifically, the issuer must disclose (1) the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by such person, and (2) the amount of voting power held by such person.</p> </p>

tv_txt: IIB 118th CONGRESS 1st Session H. R. 2795 IN THE SENATE OF THE UNITED STATES May 31 (legislative day, May 30), 2023 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.

1. Short title This Act may be cited as the Enhancing Multi-Class Share Disclosures Act . 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 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 classes of securities that have differing amounts of voting rights in the election of directors. .

Passed the House of Representatives May 30, 2023. Cheryl L. Johnson, Clerk.

tv_txt: I 118th CONGRESS 1st Session H. R. 2795 IN THE HOUSE OF REPRESENTATIVES 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.

1. Short title This Act may be cited as the Enhancing Multi-Class Share Disclosures Act . 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 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 classes of securities that have differing amounts of voting rights in the election of directors. .

Passed the House of Representatives May 30, 2023. Cheryl L. Johnson, Clerk.

tv_txt: IB Union Calendar No. 58 118th CONGRESS 1st Session H. R. 2795 [Report No. 118–79] IN THE HOUSE OF REPRESENTATIVES April 24, 2023 Mr. Meeks introduced the following bill; which was referred to the Committee on Financial Services May 30, 2023 Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed Strike out all after the enacting clause and insert the part printed in italic For text of introduced bill, see copy of bill as introduced on April 24, 2023 A BILL 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.

1. Short title This Act may be cited as the Enhancing Multi-Class Share Disclosures Act . 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 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 classes of securities that have differing amounts of voting rights in the election of directors. .

May 30, 2023 Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed

tv_txt: I 118th CONGRESS 1st Session H. R. 2795 IN THE HOUSE OF REPRESENTATIVES April 24, 2023 Mr. Meeks introduced the following bill; which was referred to the Committee on Financial Services A BILL 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.

1. Short title This Act may be cited as the Enhancing Multi-Class Share Disclosures Act . 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 for issuers with 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 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 classes of securities that have differing amounts of voting rights in the election of directors. .