Shareholder Democracy Act of 1985

Title I: Shareholder Democracy - Shareholder Democracy Act of 1985 - Amends the Securities Exchange Act of 1934 to require the inclusion of all information specified in such Act for statements required of persons (bidders) whose acquisitions of certain classes of securities result in ownership of more than five percent of such securities of an issuer. Requires the statements for acquisitions with the purpose of acquiring control of the business of the issuer to include any plans of the bidder to: (1) liquidate the issuer or the bidder; (2) dispose of or mortgage the assets of the issuer or bidder; (3) merge or consolidate the issuer or bidder with any other person; or (4) make any significant change that would effect the management, labor organizations, employees, business, or the corporate structure of the issuer or bidder, the communities in which the issuer or bidder operates, or the production of goods or performance of services for the Federal Government or for States and local governments. Requires such statements for tender offers involving the exchange of securities.

Increases the period of time after which tendered securities may be withdrawn from 60 days to 60 business days.

Requires approval by a majority of the shareholders of the bidder and the issuer of any tender offer which, if consummated, would result in the bidder's ownership of more than five percent of the issuer's securities. Provides that an issuer that makes a tender offer for its own securities in response to a tender offer of another person shall be considered to be a bidder. Requires that the meetings for voting on approval of tender offers be held no later than the second business day preceding the end of the minimum offering period or the date of any other shareholder meeting called to vote on another plan or proposal for a major corporate transaction. Sets forth requirements with respect to proxies for purposes of approval of tender offers.

Requires tender offers to remain open for at least 60 business days (minimum offering period). Exempts tender offers made by an issuer for its own securities if not made in response to another person's offer.

Permits a State to increase, but not decrease, the vote required for approval of a tender offer with respect to an issuer or bidder organized under the laws of such State.