Introduced:
May 13, 2025
Policy Area:
Finance and Financial Sector
Congress.gov:
Bill Statistics
17
Actions
0
Cosponsors
1
Summaries
5
Subjects
4
Text Versions
Yes
Full Text
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Latest Action
Jul 24, 2025
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
Summaries (1)
Introduced in House
- May 13, 2025
00
<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>
Actions (17)
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
Type: IntroReferral
| Source: Senate
Jul 24, 2025
Motion to reconsider laid on the table Agreed to without objection.
Type: Floor
| Source: House floor actions
| Code: H38310
Jul 23, 2025
3:58 PM
3:58 PM
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)
Type: Floor
| Source: House floor actions
| Code: H37300
Jul 23, 2025
3:58 PM
3:58 PM
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)
Type: Floor
| Source: Library of Congress
| Code: 8000
Jul 23, 2025
3:58 PM
3:58 PM
Considered as unfinished business. (consideration: CR H3621-3622: 4)
Type: Floor
| Source: House floor actions
| Code: H30000
Jul 23, 2025
3:30 PM
3:30 PM
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.
Type: Floor
| Source: House floor actions
| Code: H37220
Jul 21, 2025
5:39 PM
5:39 PM
DEBATE - The House proceeded with forty minutes of debate on H.R. 3357.
Type: Floor
| Source: House floor actions
| Code: H8D000
Jul 21, 2025
5:30 PM
5:30 PM
Considered under suspension of the rules. (consideration: CR H3508: 1)
Type: Floor
| Source: House floor actions
| Code: H30000
Jul 21, 2025
5:30 PM
5:30 PM
Mr. Hill (AR) moved to suspend the rules and pass the bill, as amended.
Type: Floor
| Source: House floor actions
| Code: H30300
Jul 21, 2025
5:30 PM
5:30 PM
Placed on the Union Calendar, Calendar No. 90.
Type: Calendars
| Source: House floor actions
| Code: H12410
Jun 3, 2025
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-120.
Type: Committee
| Source: House floor actions
| Code: H12200
Jun 3, 2025
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-120.
Type: Committee
| Source: Library of Congress
| Code: 5000
Jun 3, 2025
Ordered to be Reported (Amended) by the Yeas and Nays: 51 - 0.
Type: Committee
| Source: House committee actions
| Code: H19000
May 20, 2025
Committee Consideration and Mark-up Session Held
Type: Committee
| Source: House committee actions
| Code: H15001
May 20, 2025
Referred to the House Committee on Financial Services.
Type: IntroReferral
| Source: House floor actions
| Code: H11100
May 13, 2025
Introduced in House
Type: IntroReferral
| Source: Library of Congress
| Code: Intro-H
May 13, 2025
Introduced in House
Type: IntroReferral
| Source: Library of Congress
| Code: 1000
May 13, 2025
Subjects (5)
Consumer affairs
Corporate finance and management
Finance and Financial Sector
(Policy Area)
Financial services and investments
Securities
Text Versions (4)
Full Bill Text
Length: 2,773 characters
Version: Referred in Senate
Version Date: Jul 24, 2025
Last Updated: Nov 13, 2025 6:29 AM
[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,
[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.
This Act may be cited as the ``Enhancing Multi-Class Share
Disclosures Act''.
SEC. 2.
Section 14 of the Securities Exchange Act of 1934 (15 U.
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.
``
(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.