Top Summary
This U.S. bill amends the Securities Exchange Act of 1934 to require the SEC to mandate disclosure by companies with multi-class share structures—defined as having two or more security classes with differing voting rights in director elections—regarding ownership and voting power of key individuals and major shareholders. Specifically, issuers must disclose, in proxy materials or other filings, the percentage of voting shares and total voting power held by directors, nominees, named executive officers, and beneficial owners of 5% or more of voting power, ensuring transparency about control and influence in corporate governance. The bill was passed by the House of Representatives on July 23, 2025.
Original Bill Text:
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.
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