Passed House. Latest step, Jul 24, 2025: Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. The House passed it 381–31.All 4 of Iowa's representatives voted yes in the House. It would change 1 section of existing law.
How this bill changes the law
Sourced
H.R. 3357 would change 1 section of existing law. Read from the bill text as sent to the Senate (Jul 24, 2025).
adds
changes words
removes or repeals
renumbers
Dashed lines: proposed, not law.
H.R. 3357Bill
Sec. 2Disclosure relating to multi-class share structures1 change
(l) 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 appropriate.(2) Content of disclosure.— A disclosure made under paragraph (1) shall include, with respect to each person who is a director, director nominee, or named executive officer 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(B) the amount of voting power held by such 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.(3) Multi-class share structure.— In this subsection, the term multi-class share structure means a capitalization structure that contains 2 or more types of securities that have differing amounts of voting rights in the election of directors.
The bill says: Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following:
From the bill's official text on GovInfo and the U.S. Code, 2024 edition, which may not yet show changes made since.
What it does
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Enhancing Multi-Class Share Disclosures Act
This bill requires issuers of securities with multi-class share structures to disclose certain information in any proxy solicitation or consent solicitation material. A multi-class share structure occurs when a company issues two or more classes of shares that have different voting rights. For example, a company may issue one class of shares with no or few voting rights for the public, and another class with more voting rights for company founders and executives.
Under the bill, the issuer must disclose certain information about each director, director nominee, named executive officer, and each beneficial owner of securities with 5% or more of the total combined voting power of all classes of securities entitled to vote in the election of directors. Specifically, the issuer must disclose (1) the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by such person, and (2) the amount of voting power held by such person.
Official summary by the Congressional Research Service (Introduced in House, May 13, 2025).
Our plain-language breakdown, with what it means for you and the case for and against, is written once a bill starts to move.
What has happened
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Jul 23, 2025Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 381 - 31 (Roll no. 217). (text: 07/21/2025 CR H3508) Roll call recordLibrary of Congress
Jun 3, 2025Reported (Amended) by the Committee on Financial Services. H. Rept. 119-120.Library of Congress
May 13, 2025Introduced in HouseLibrary of Congress