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H. Rept. 118-79 1 (2023-05-30)

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                      118TH CONGRESS                                             REPORT
                         1st Session     HOUSE OF REPRESENTATIVES                 118-79







                         ENHANCING MULTI-CLASS SHARE DISCLOSURES ACT



                       MAY  30, 2023.-Committed to the Committee of the Whole House on the State of
                                           the Union and ordered to be printed



                           Mr. MCHENRY, from the Committee on Financial Services,
                                             submitted   the  following


                                                 R  E  P   O  R  T

                                               [To accompany H.R. 2795]

                                [Including cost estimate of the Congressional Budget Office]

                        The  Committee on Financial Services, to whom was referred the
                      bill (H.R. 2795)  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,   having   considered  the   same,  reports  favorably
                      thereon  with   an  amendment and recommends that the bill as
                      amended   do pass.
                        The  amendment is as follows:
                        Strike all after the enacting  clause and  insert the following:
                      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:
                        (1) 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 ap-
                         propriate.
                           (2) CONTENT.-A disclosure made under paragraph (1) shall include, with re-
                         spect to each person who is a director, director nominee, or named executive of-
                         ficer 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
                         39-006