Enhancing Multi-Class Share Disclosures Act
Officially: “Enhancing Multi-Class Share Disclosures Act” Read the full text
What it does
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1Short title
This section would give the Act the short title "Enhancing Multi-Class Share Disclosures Act."
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1. Short title This Act may be cited as the Enhancing Multi-Class Share Disclosures Act .
2Disclosure relating to multi-class share structures
This section would add a new subsection to Section 14 of the Securities Exchange Act of 1934 directing the Securities and Exchange Commission to issue a rule requiring every issuer with a multi-class share structure to disclose certain voting power information. The disclosure would have to be included in the issuer's proxy or consent solicitation material for an annual shareholder meeting, or in any other filing the Commission decides is appropriate. The required disclosure would cover each person who is a director, a director nominee, or a named executive officer of the issuer, and separately each person who beneficially owns securities making up 5 percent or more of the total combined voting power of all classes of securities entitled to vote in the election of directors. For each such person, the issuer would have to disclose the number of shares of all director-voting classes that person beneficially owns, expressed as a percentage of the issuer's total outstanding director-voting securities, and the amount of voting power that person holds, expressed as a percentage of the total combined voting power of all of the issuer's director-voting classes. The section would define a "multi-class share structure" as a capitalization structure containing two or more types of securities that carry differing amounts of voting rights in the election of directors.
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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 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. .
Where it is
In the House.