{"format":1,"id":"118-hr-2795","congress":118,"number":"H.R. 2795","kind":"bill","group":"bills","title":"Enhancing Multi-Class Share Disclosures Act","title_source":"Short Title(s) as Passed House","official_title":"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.","titles":[{"type":"Official Title as Introduced","title":"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."},{"type":"Display Title","title":"Enhancing Multi-Class Share Disclosures Act"},{"type":"Short Titles from RFS (Referred to Senate) bill text","title":"Enhancing Multi-Class Share Disclosures Act"},{"type":"Short Title(s) as Introduced","title":"Enhancing Multi-Class Share Disclosures Act"},{"type":"Short Title(s) as Reported to House","title":"Enhancing Multi-Class Share Disclosures Act"},{"type":"Short Title(s) as Passed House","title":"Enhancing Multi-Class Share Disclosures Act"}],"outcome":"passed_house","law_number":null,"introduced":"2023-04-24","chambers":{"house":{"status":"roll_call","date":"2023-05-30","vote":{"id":"118-2023-h239","question":"On Motion to Suspend the Rules and Pass, as Amended","title":"Enhancing Multi-Class Share Disclosures Act","result":"Passed","yea":347,"nay":30,"present":0,"not_voting":58,"source":"https://clerk.house.gov/evs/2023/roll239.xml"}},"senate":{"status":"na","date":null,"vote":null}},"president":{"status":"na","date":null},"vice_president_tie_breaker":null,"latest_action":{"text":"Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.","date":"2023-05-31"},"nominees":null,"amendments":[],"other_votes":[],"crs_summary":{"date":"2023-05-30","stage":"Passed House","blocks":[{"k":"h","t":"Enhancing Multi-Class Share Disclosures Act"},{"k":"p","t":"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."},{"k":"p","t":"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."}],"words":163},"summary":{"main_subject":{"text":"Amends the Securities Exchange Act of 1934 to direct the Securities and Exchange Commission to require issuers with a multi-class share structure to disclose share ownership and voting power information in proxy or consent solicitation material.","cites":[{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2795/text/eh#H887E6F3094CE4DB4980A6A10D79F240B"}]},"core_areas":["Proxy disclosure by issuers with multi-class share structures"],"what_it_does":[{"text":"Adds a new subsection (l) to section 14 of the Securities Exchange Act of 1934 on disclosure relating to multi-class share structures.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2795/text/eh#H887E6F3094CE4DB4980A6A10D79F240B"}},{"text":"Directs the Commission to require, by rule, each issuer with a multi-class share structure to make the specified disclosures in proxy or consent solicitation material for an annual meeting of shareholders, or in any other filing the Commission determines appropriate.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2795/text/eh#H887E6F3094CE4DB4980A6A10D79F240B"}},{"text":"Applies the disclosure to each director, director nominee, and named executive officer of the issuer, and to each 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.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2795/text/eh#H887E6F3094CE4DB4980A6A10D79F240B"}},{"text":"Requires the disclosure of the number of shares of all classes of securities entitled to vote in the election of directors that each such person beneficially owns, expressed as a percentage of the total outstanding securities entitled to vote in the election of directors.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2795/text/eh#H887E6F3094CE4DB4980A6A10D79F240B"}},{"text":"Requires the disclosure of the amount of voting power each such person holds, expressed as a percentage of the total combined voting power of all classes of the issuer's securities entitled to vote in the election of directors.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2795/text/eh#H887E6F3094CE4DB4980A6A10D79F240B"}},{"text":"Defines a multi-class share structure as a capitalization structure with 2 or more classes of securities that have differing amounts of voting rights in the election of directors.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2795/text/eh#H887E6F3094CE4DB4980A6A10D79F240B"}}],"unexpected":[],"version":{"type":"Engrossed in House","date":"2023-05-30","rule":"passed","href":"https://www.congress.gov/bill/118th-congress/house-bill/2795/text/eh"},"current":true,"model":"claude-sonnet-5-5","approved":"2026-10-02","approved_by":"checks"},"sources":{"congress_gov":"https://www.congress.gov/bill/118th-congress/house-bill/2795","text":"https://www.congress.gov/bill/118th-congress/house-bill/2795/text"},"card":{"image":"card/item/118-hr-2795.png","v":"1ca0a4760f2d","alt":"Votes on Record. H.R. 2795, 118th Congress: Enhancing Multi-Class Share Disclosures Act. House: 347 Yea, 30 Nay. Outcome: Passed House, 30 May 2023."}}