{"format":1,"id":"119-hr-3357","congress":119,"number":"H.R. 3357","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":"Official Title from EH (Engrossed in House) bill text","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":"Short Titles from RFS (Referred to Senate) bill text","title":"Enhancing Multi-Class Share Disclosures Act"},{"type":"Short Title(s) as Passed House","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 Introduced","title":"Enhancing Multi-Class Share Disclosures Act"}],"outcome":"passed_house","law_number":null,"introduced":"2025-05-13","chambers":{"house":{"status":"roll_call","date":"2025-07-23","vote":{"id":"119-2025-h217","question":"On Motion to Suspend the Rules and Pass, as Amended","title":"Enhancing Multi-Class Share Disclosures Act","result":"Passed","yea":381,"nay":31,"present":0,"not_voting":18,"source":"https://clerk.house.gov/evs/2025/roll217.xml"}},"senate":{"status":"pending","date":null,"vote":null}},"president":{"status":"not_yet","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":"2025-07-24"},"nominees":null,"amendments":[],"other_votes":[],"crs_summary":{"date":"2025-05-13","stage":"Introduced in 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 multi-class share structures to disclose share ownership and voting power figures in proxy or consent solicitation material.","cites":[{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/house-bill/3357/text/eh#H79773490020C455FA8F830B8E69609EC"}]},"core_areas":["Proxy disclosure by issuers with multi-class share structures"],"what_it_does":[{"text":"Adds subsection (l) to section 14 of the Securities Exchange Act of 1934, directing the Commission to require, by rule, each issuer with a multi-class share structure to make specified disclosures.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/house-bill/3357/text/eh#H79773490020C455FA8F830B8E69609EC"}},{"text":"Requires the disclosure in proxy or consent solicitation material for an annual meeting of the issuer's shareholders, or in any other filing the Commission determines appropriate.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/house-bill/3357/text/eh#H79773490020C455FA8F830B8E69609EC"}},{"text":"Applies the disclosure to each director, director nominee and named executive officer, and to each beneficial owner of securities with 5 percent or more of the total combined voting power of all classes entitled to vote in the election of directors.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/house-bill/3357/text/eh#H79773490020C455FA8F830B8E69609EC"}},{"text":"Requires disclosure of the number of shares of all classes entitled to vote in the election of directors that each such person beneficially owns, as a percentage of the issuer's total outstanding securities entitled to vote in that election.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/house-bill/3357/text/eh#H79773490020C455FA8F830B8E69609EC"}},{"text":"Requires disclosure of the voting power each such person holds, 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/119th-congress/house-bill/3357/text/eh#H79773490020C455FA8F830B8E69609EC"}},{"text":"Defines a multi-class share structure as a capitalization structure containing 2 or more types of securities that have differing amounts of voting rights in the election of directors.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/house-bill/3357/text/eh#H79773490020C455FA8F830B8E69609EC"}}],"unexpected":[],"version":{"type":"Engrossed in House","date":"2025-07-23","rule":"passed","href":"https://www.congress.gov/bill/119th-congress/house-bill/3357/text/eh"},"current":true,"model":"claude-sonnet-5-5","approved":"2026-09-29","approved_by":"checks"},"sources":{"congress_gov":"https://www.congress.gov/bill/119th-congress/house-bill/3357","text":"https://www.congress.gov/bill/119th-congress/house-bill/3357/text"},"card":{"image":"card/item/119-hr-3357.png","v":"e7f281c4aa6c","alt":"Votes on Record. H.R. 3357, 119th Congress: Enhancing Multi-Class Share Disclosures Act. House: 381 Yea, 31 Nay. Senate: not yet considered. Outcome: Passed House, 23 Jul 2025."}}