H.R. 2795

Enhancing Multi-Class Share Disclosures Act

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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.

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Passed the House of Representatives May 30, 2023.

Cheryl L. Johnson,

Clerk.