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H. Rept. 115-879 1 (2018-07-31)

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                      115TH CONGRESS                                            REPORT
                         2d Session   j  HOUSE   OF  REPRESENTATIVES            115-879






                         ENHANCING MULTI-CLASS SHARE DISCLOSURES ACT



                       JULY 31, 2018.-Committed to the Committee of the Whole House on the State of
                                          the Union and ordered to be printed



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


                                                REPORT

                                              [To accompany H.R. 6322]

                                [Including cost estimate of the Congressional Budget Office]

                        The  Committee   on Financial  Services, to whom   was  referred  the
                     bill (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, having  considered  the same,  report favorably  there-
                     on  with  an amendment and recommend 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:
                       (k) DISCLOSURE FOR ISSUERS WITH 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


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