Plain English
GovGreed Synthesis · 2025-07-24
Enhancing Multi-Class Share Disclosures Act 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. 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.
Market Impact Map
Action Timeline
2025-07-24
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
2025-07-23
Motion to reconsider laid on the table Agreed to without objection.
2025-07-23
On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 381 - 31 (Roll no. 217). (text: 07/21/2025 CR H3508)
2025-07-23
Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 381 - 31 (Roll no. 217). (text: 07/21/2025 CR H3508)
2025-07-23
Considered as unfinished business. (consideration: CR H3621-3622)
2025-07-21
At the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the Chair announced that further proceedings on the motion would be postponed.
2025-07-21
DEBATE - The House proceeded with forty minutes of debate on H.R. 3357.
2025-07-21
Considered under suspension of the rules. (consideration: CR H3508)
2025-07-21
Mr. Hill (AR) moved to suspend the rules and pass the bill, as amended.
2025-06-03
Placed on the Union Calendar, Calendar No. 90.
Full Bill Text
119 HR 3357 EH: Enhancing Multi-Class Share Disclosures Act U.S. House of Representatives text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. IB 119th CONGRESS 1st Session H. R. 3357 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 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. Kevin F. McCumber, Clerk.
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