15 USC Sec. 80a-25                                          01/05/2009




    Sec. 80a-25. Reorganization plans; reports by Commission


    (a) Filing of reorganization plan and other information with
      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.


    (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.)


      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.


      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.
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