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

Introduced: 2018-07-10
Bill Status: Ordered to be Reported (Amended) by Voice Vote.
 
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Full Text


115th CONGRESS
2d Session
H. R. 6322


    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.


IN THE HOUSE OF REPRESENTATIVES

July 10, 2018

    Mr. Meeks 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.

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,

SECTION 1. Short title.

This Act may be cited as the “Enhancing Multi-Class Stock Disclosures Act”.

SEC. 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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