§ 79j. — Approval of acquisition of securities and utility assets and other interests.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC79j]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2C--PUBLIC UTILITY HOLDING COMPANIES
Sec. 79j. Approval of acquisition of securities and utility
assets and other interests
(a) Contents of application
A person may apply for approval of the acquisition of securities or
utility assets, or of any other interest in any business, by filing an
application in such form as the Commission may by rules and regulations
prescribe as necessary or appropriate in the public interest or for the
protection of investors and consumers. Such application shall include--
(1) in the case of the acquisition of securities, such
information and copies of such documents as the Commission may by
rules and regulations or order prescribe as necessary or appropriate
in the public interest or for the protection of investors or
consumers in respect of--
(A) the security to be acquired, the consideration to be
paid therefor, and compliance with such State laws as may apply
in respect of the issue, sale, or acquisition thereof,
(B) the outstanding securities of the company whose security
is to be acquired, the terms, position, rights, and privileges
of each class and the options in respect of any such securities,
(C) the names of all security holders of record (or
otherwise known to the applicant) owning, holding, or
controlling 1 per centum or more of any class of security of
such company, the officers and directors of such company, and
their remuneration, security holdings in, material contracts
with, and borrowings from such company and the offices or
directorships held, and securities owned, held, or controlled,
by them in other companies,
(D) the bonus, profit-sharing and voting-trust agreements,
underwriting arrangements, trust indentures, mortgages, and
similar documents, by whatever name known, of or relating to
such company,
(E) the material contracts, not made in the ordinary course
of business, and the service, sales, and construction contracts
of such company,
(F) the securities owned, held, or controlled, directly or
indirectly, by such company,
(G) balance sheets and profit and loss statements of such
company for not more than the five preceding fiscal years,
certified, if required by the rules and regulations of the
Commission by an independent public accountant,
(H) any further information regarding such company and any
associate company or affiliate thereof or its relations with the
applicant company, and
(I) if the applicant be not a registered holding company,
any of the information and documents which may be required under
section 79e of this title from a registered holding company;
(2) in the case of the acquisition of utility assets, such
information concerning such assets, the value thereof and
consideration to be paid therefor, the owner or owners thereof and
their relation to, agreements with, and interest in the securities
of, the applicant or any associate company thereof as the Commission
may by rules and regulations or order prescribe as necessary or
appropriate in the public interest or for the protection of
investors or consumers; and
(3) in the case of the acquisition of any other interest in any
business, such information concerning such business and the interest
to be acquired, and the consideration to be paid, as the Commission
may by rules and regulations or order prescribe as necessary or
appropriate in the public interest or for the protection of
investors or consumers.
(b) Conditions affecting approval
If the requirements of subsection (f) of this section are satisfied,
the Commission shall approve the acquisition unless the Commission finds
that--
(1) such acquisition will tend towards interlocking relations or
the concentration of control of public-utility companies, of a kind
or to an extent detrimental to the public interest or the interest
of investors or consumers;
(2) in case of the acquisition of securities or utility assets,
the consideration, including all fees, commissions, and other
remuneration, to whomsoever paid, to be given, directly or
indirectly, in connection with such acquisition is not reasonable or
does not bear a fair relation to the sums invested in or the earning
capacity of the utility assets to be acquired or the utility assets
underlying the securities to be acquired; or
(3) such acquisition will unduly complicate the capital
structure of the holding-company system of the applicant or will be
detrimental to the public interest or the interest of investors or
consumers or the proper functioning of such holding-company system.
The Commission may condition its approval of the acquisition of
securities of another company upon such a fair offer to purchase such of
the other securities of the company whose security is to be acquired as
the Commission may find necessary or appropriate in the public interest
or for the protection of investors or consumers.
(c) Conditions barring approval
Notwithstanding the provisions of subsection (b) of this section,
the Commission shall not approve--
(1) an acquisition of securities or utility assets, or of any
other interest, which is unlawful under the provisions of section
79h of this title or is detrimental to the carrying out of the
provisions of section 79k of this title; or
(2) the acquisition of securities or utility assets of a public-
utility or holding company unless the Commission finds that such
acquisition will serve the public interest by tending towards the
economical and efficient development of an integrated public-utility
system. This paragraph shall not apply to the acquisition of
securities or utility assets of a public-utility company operating
exclusively outside the United States.
(d) Approval to be granted in reasonable time
Within such reasonable time after the filing of an application under
this section as the Commission shall fix by rules and regulations or
order, the Commission shall enter an order either granting or, after
notice and opportunity for hearing, denying approval of the acquisition
unless the applicant shall withdraw its application. Amendments to an
application may be made upon such terms and conditions as the Commission
may prescribe.
(e) Terms and conditions of order granting approval
The Commission, in any order approving the acquisition of securities
or utility assets, may prescribe such terms and conditions in respect of
such acquisition, including the price to be paid for such securities or
utility assets, as the Commission may find necessary or appropriate in
the public interest or for the protection of investors or consumers.
(f) Compliance with State laws as condition of approval
The Commission shall not approve any acquisition as to which an
application is made under this section unless it appears to the
satisfaction of the Commission that such State laws as may apply in
respect of such acquisition have been complied with, except where the
Commission finds that compliance with such State laws would be
detrimental to the carrying out of the provisions of section 79k of this
title.
(Aug. 26, 1935, ch. 687, title I, Sec. 10, 49 Stat. 818.)
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.
Section Referred to in Other Sections
This section is referred to in sections 18, 79i of this title.
