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H.R. 6322: Enhancing Multi-Class Stock Disclosures Act

The text of the bill below is as of Jul 31, 2018 (Reported by House Committee).


IB

Union Calendar No. 677

115th CONGRESS

2d Session

H. R. 6322

[Report No. 115–879]

IN THE HOUSE OF REPRESENTATIVES

July 10, 2018

introduced the following bill; which was referred to the Committee on Financial Services

July 31, 2018

Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed

Strike out all after the enacting clause and insert the part printed in italic

For text of introduced bill, see copy of bill as introduced on July 10, 2018


A BILL

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:

(k)

Disclosure for issuers with 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.

.

July 31, 2018

Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed