Enhancing Multi-Class Share Disclosures Act

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