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

The text of the bill below is as of Jul 10, 2018 (Introduced).


I

115th CONGRESS

2d Session

H. R. 6322

IN THE HOUSE OF REPRESENTATIVES

July 10, 2018

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

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 Stock Disclosures Act.

2.

Reporting on certain issuers

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 stock structure

(1)

Disclosure

The Commission shall, by rule, require each issuer with a multi-class stock 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.

(2)

Content

A disclosure made under paragraph (1) shall include, with respect to each person who is a director or executive officer of the issuer or who, directly or indirectly, holds 5 percent or more of the total combined voting power of all classes of stock entitled to vote in the election of directors—

(A)

the amount of equity interest directly or indirectly owned by such person, expressed as a percentage of the total value of the outstanding equity securities of the issuer; 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 stock structure

In this subsection, the term multi-class stock structure means a capitalization structure that contains 2 or more classes of stock that have different amounts of voting power.

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