Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
This bill directs the Securities and Exchange Commission to adopt rules requiring issuers with multi-class share structures to disclose specific ownership and voting-power information.
In proxy or consent solicitation materials (and other SEC-determined filings), issuers must report, for directors, director nominees, named executive officers, and beneficial owners holding 5%+ combined voting power, (A) the percentage of shares they beneficially own of all voting securities and (B) the percentage of combined voting power they hold.
The bill defines a multi-class share structure as any capitalization with two or more classes having different voting rights for director elections.
Modest-to-moderate chance: technical, low-cost disclosure measure that can still encounter lobbying resistance or be delayed by legislative calendar.
Relative to its intended legislative type, this bill enacts a focused substantive disclosure requirement by amending Section 14 of the Securities Exchange Act to require specified reporting about multi-class share structures. It gives a clear statement of required disclosure content and delegates rulemaking to the Commission, but it omits implementation timelines, calculation methodologies, interaction with existing reporting regimes, cost/resourcing considerations, and explicit enforcement language.
Liberals focus on governance transparency and accountability benefits
Liberals focus on governance transparency and accountability benefits
Likely supportive because it increases transparency about concentrated voting power in corporations.
Sees disclosure as useful for accountability, investor protection, and pressure for governance reforms, though may want stronger limits on dual-class voting.
Generally favorable as a targeted transparency measure with modest scope.
Views it as a pragmatic step to inform investors while avoiding heavy-handed intervention, but wants clear rules minimizing compliance complexity.
Skeptical because it expands SEC rulemaking and imposes new reporting on firms.
May accept disclosure if narrowly tailored, but worries about regulatory creep and competitive or privacy harms to issuers and investors.
Reached or meaningfully advanced
Reached or meaningfully advanced
Still ahead
Still ahead
Still ahead
Modest-to-moderate chance: technical, low-cost disclosure measure that can still encounter lobbying resistance or be delayed by legislative calendar.
On Motion to Suspend the Rules and Pass, as Amended
Liberals focus on governance transparency and accountability benefits
Modest-to-moderate chance: technical, low-cost disclosure measure that can still encounter lobbying resistance or be delayed by legislative…
Relative to its intended legislative type, this bill enacts a focused substantive disclosure requirement by amending Section 14 of the Securities Exchange Act to require specified reporting about multi-class share struc…
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