Enhancing Multi-Class Share Disclosures Act
Sponsored By: Senator Gallego, Ruben [D-AZ]
Introduced
Summary
More transparent voting power. This bill would create a new disclosure regime for companies that use multi-class share structures.
Show full summary
- A "multi-class share structure" is a capitalization with two or more classes that give differing voting rights in director elections.
- It would require per-person disclosures for each director, director nominee, named executive officer, and any beneficial owner holding at least 5% of the combined voting power.
- For each listed person issuers must report shares held as a percentage of outstanding voting securities and the percentage of total combined voting power they control in director elections.
- Those disclosures must appear in proxy or consent solicitation materials for an annual meeting or in any other filing the Securities and Exchange Commission requires through rulemaking.
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Bill Overview
Analyzed Economic Effects
1 provisions identified: 0 benefits, 0 costs, 1 mixed.
Disclosure rules for multi-class companies
This bill would require the SEC to write rules for companies that use multi-class share structures. It would define multi-class share structure as two or more classes with different voting rights for director elections. The SEC would require companies to disclose, in the annual meeting proxy or another SEC filing, for each director, director nominee, named executive officer, and any owner with 5% or more combined voting power: (A) shares beneficially owned as a percent of all outstanding voting securities, and (B) voting power as a percent of total combined voting power. If enacted, investors would get clearer information on who controls a company. Companies would face extra filing and compliance costs to produce these disclosures.
Sponsors & CoSponsors
Sponsor
Gallego, Ruben [D-AZ]
AZ • D
Cosponsors
Sen. Rounds, Mike [R-SD]
SD • R
Sponsored 2/11/2026
Roll Call Votes
No roll call votes available for this bill.
View on Congress.gov