[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[S. 3831 Introduced in Senate (IS)]

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119th CONGRESS
  2d Session
                                S. 3831

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 SENATE OF THE UNITED STATES

                           February 11, 2026

Mr. Gallego (for himself and Mr. Rounds) introduced the following bill; 
which was read twice and referred to the Committee on Banking, Housing, 
                           and Urban Affairs

_______________________________________________________________________

                                 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 Share 
Disclosures Act''.

SEC. 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 for Issuers With Multi-Class Share Structures.--
            ``(1) Definition.--In this subsection, the term `multi-
        class share structure' means a capitalization structure that 
        contains 2 or more classes of securities that have differing 
        amounts of voting rights in the election of directors.
            ``(2) Disclosure.--The Commission shall, by rule, require 
        each issuer with a multi-class share structure to disclose the 
        information described in paragraph (3) in--
                    ``(A) any proxy or consent solicitation material 
                for an annual meeting of the shareholders of the 
                issuer; or
                    ``(B) any other filing, as the Commission 
                determines appropriate.
            ``(3) Content.--A disclosure made under paragraph (2) shall 
        include, with respect to each person who is a director, 
        director nominee, or named executive officer of the issuer, or 
        who is a 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 of the issuer--
                    ``(A) the number of shares of all classes of 
                securities entitled to vote in the election of 
                directors beneficially owned by that 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 that 
                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.''.
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