CITE
15 USC Sec. 80a-25 01/05/2009
EXPCITE
TITLE 15 - COMMERCE AND TRADE
CHAPTER 2D - INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I - INVESTMENT COMPANIES
HEAD
Sec. 80a-25. Reorganization plans; reports by Commission
STATUTE
(a) Filing of reorganization plan and other information with
Commission
Any person who, by use of the mails or any means or
instrumentality of interstate commerce or otherwise, solicits or
permits the use of his name to solicit any proxy, consent,
authorization, power of attorney, ratification, deposit, or dissent
in respect of any plan of reorganization of any registered
investment company shall file with, or mail to, the Commission for
its information, within twenty-four hours after the commencement of
any such solicitation, a copy of such plan and any deposit
agreement relating thereto and of any proxy, consent,
authorization, power of attorney, ratification, instrument of
deposit, or instrument of dissent in respect thereto, if or to the
extent that such documents shall not already have been filed with
the Commission.
(b) Advisory report by Commission at request of shareholders
The Commission is authorized, if so requested, prior to any
solicitation of security holders with respect to any plan of
reorganization, by any registered investment company which is, or
any of the securities of which are, the subject of or is a
participant in any such plan, or if so requested by the holders of
25 per centum of any class of its outstanding securities, to render
an advisory report in respect of the fairness of any such plan and
its effect upon any class or classes of security holders. In such
event any registered investment company, in respect of which the
Commission shall have rendered any such advisory report, shall mail
promptly a copy of such advisory report to all its security holders
affected by any such plan: Provided, That such advisory report
shall have been received by it at least forty-eight hours (not
including Sundays and holidays) before final action is taken in
relation to such plan at any meeting of security holders called to
act in relation thereto, or any adjournment of any such meeting, or
if no meeting be called, then prior to the final date of acceptance
of such plan by security holders. In respect of securities not
registered as to ownership, in lieu of mailing a copy of such
advisory report, such registered company shall publish promptly a
statement of the existence of such advisory report in a newspaper
of general circulation in its principal place of business and shall
make available copies of such advisory report upon request.
Notwithstanding the provision of this section the Commission shall
not render such advisory report although so requested by any such
investment company or such security holders if the fairness or
feasibility of said plan is in issue in any proceeding pending in
any court of competent jurisdiction unless such plan is submitted
to the Commission for that purpose by such court.
(c) Enjoinder of plan of reorganization
Any district court of the United States in the State of
incorporation of a registered investment company, or any such court
for the district in which such company maintains its principal
place of business, is authorized to enjoin the consummation of any
plan of reorganization of such registered investment company upon
proceedings instituted by the Commission (which is authorized so to
proceed upon behalf of security holders of such registered company,
or any class thereof), if such court shall determine that any such
plan is not fair and equitable to all security holders.
(d) Application of section to reorganizations under title 11
Nothing contained in this section shall in any way affect or
derogate from the powers of the courts of the United States and the
Commission with reference to reorganizations contained in title 11.
SOURCE
(Aug. 22, 1940, ch. 686, title I, Sec. 25, 54 Stat. 826; Pub. L. 91-
547, Sec. 14, Dec. 14, 1970, 84 Stat. 1424; Pub. L. 95-598, title
III, Sec. 310(c), Nov. 6, 1978, 92 Stat. 2676.)
AMENDMENTS
1978 - Subsec. (d). Pub. L. 95-598 substituted "title 11" for
"the Bankruptcy Act of 1898, as amended".
1970 - Subsec. (c). Pub. L. 91-547 substituted "that any such
plan is not fair and equitable to all security holders" for "any
such plan to be grossly unfair or to constitute gross misconduct or
gross abuse of trust on the part of the officers, directors, or
investment advisers of such registered company or other sponsors of
such plan".
EFFECTIVE DATE OF 1978 AMENDMENT
Amendment effective Oct. 1, 1979, see section 402(a) of Pub. L.
95-598, set out as an Effective Date note preceding section 101 of
Title 11, Bankruptcy.
EFFECTIVE DATE OF 1970 AMENDMENT
Amendment by Pub. L. 91-547 effective Dec. 14, 1970, see section
30 of Pub. L. 91-547, set out as a note under section 80a-52 of
this title.
TRANSFER OF FUNCTIONS
For transfer of functions of Securities and Exchange Commission,
with certain exceptions, to Chairman of such Commission, see Reorg.
Plan No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
64 Stat. 1265, set out under section 78d of this title.