§ 80a-25. — Reorganization plans; reports by Commission.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC80a-25]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2D--INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I--INVESTMENT COMPANIES
Sec. 80a-25. Reorganization plans; reports by Commission
(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.
(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.
Section Referred to in Other Sections
This section is referred to in section 80a-6 of this title.
