summary
Introduced
05/13/2025
05/13/2025
In Committee
05/20/2025
05/20/2025
Crossed Over
07/24/2025
07/24/2025
Passed
Dead
Introduced Session
119th Congress
Bill Summary
AN ACT 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.
AI Summary
This bill requires companies with a multi-class stock structure (meaning they have different types of shares with varying voting rights) to provide detailed voting and ownership information in their annual shareholder meeting proxy materials or other specified filings. Specifically, companies must disclose for each director, director nominee, named executive officer, and any person owning at least 5% of the company's voting securities: (1) the number of shares they own that can vote in director elections, expressed as a percentage of total outstanding voting shares, and (2) the percentage of total voting power they hold across all share classes. The bill aims to increase transparency about voting rights and ownership in companies with complex stock structures, where some shareholders may have disproportionate control compared to their economic stake. The Securities and Exchange Commission (SEC) would be responsible for creating the specific rules to implement these disclosure requirements, which would help investors better understand the voting dynamics and potential governance risks in multi-class companies.
Committee Categories
Business and Industry, Housing and Urban Affairs
Sponsors (1)
Last Action
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. (on 07/24/2025)
Official Document
bill text
bill summary
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bill summary
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bill summary
| Document Type | Source Location |
|---|---|
| State Bill Page | https://www.congress.gov/bill/119th-congress/house-bill/3357/all-info |
| BillText | https://www.congress.gov/119/bills/hr3357/BILLS-119hr3357eh.pdf |
| BillText | https://www.congress.gov/119/bills/hr3357/BILLS-119hr3357rh.pdf |
| BillText | https://www.congress.gov/119/bills/hr3357/BILLS-119hr3357ih.pdf |
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