§ 825d. — Officials dealing in securities.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 16USC825d]
TITLE 16--CONSERVATION
CHAPTER 12--FEDERAL REGULATION AND DEVELOPMENT OF POWER
SUBCHAPTER III--LICENSEES AND PUBLIC UTILITIES; PROCEDURAL AND
ADMINISTRATIVE PROVISIONS
Sec. 825d. Officials dealing in securities
(a) Benefits; making or declaring dividends out of capital account
It shall be unlawful for any officer or director of any public
utility to receive for his own benefit, directly or indirectly, any
money or thing of value in respect of the negotiation, hypothecation, or
sale by such public utility of any security issued or to be issued by
such public utility, or to share in any of the proceeds thereof, or to
participate in the making or paying of any dividends of such public
utility from any funds properly included in capital account.
(b) Interlocking directorates
(1) In general
After 6 months from August 26, 1935, it shall be unlawful for
any person to hold the position of officer or director of more than
one public utility or to hold the position of officer or director of
a public utility and the position of officer or director of any
bank, trust company, banking association, or firm that is authorized
by law to underwrite or participate in the marketing of securities
of a public utility, or officer or director of any company supplying
electrical equipment to such public utility, unless the holding of
such positions shall have been authorized by order of the
Commission, upon due showing in form and manner prescribed by the
Commission, that neither public nor private interests will be
adversely affected thereby. The Commission shall not grant any such
authorization in respect of such positions held on August 26, 1935,
unless application for such authorization is filed with the
Commission within sixty days after that date.
(2) Applicability
(A) In general
In the circumstances described in subparagraph (B),
paragraph (1) shall not apply to a person that holds or proposes
to hold the positions of--
(i) officer or director of a public utility; and
(ii) officer or director of a bank, trust company,
banking association, or firm authorized by law to underwrite
or participate in the marketing of securities of a public
utility.
(B) Circumstances
The circumstances described in this subparagraph are that--
(i) a person described in subparagraph (A) does not
participate in any deliberations or decisions of the public
utility regarding the selection of a bank, trust company,
banking association, or firm to underwrite or participate in
the marketing of securities of the public utility, if the
person serves as an officer or director of a bank, trust
company, banking association, or firm that is under
consideration in the deliberation process;
(ii) the bank, trust company, banking association, or
firm of which the person is an officer or director does not
engage in the underwriting of, or participate in the
marketing of, securities of the public utility of which the
person holds the position of officer or director;
(iii) the public utility for which the person serves or
proposes to serve as an officer or director selects
underwriters by competitive procedures; or
(iv) the issuance of securities of the public utility
for which the person serves or proposes to serve as an
officer or director has been approved by all Federal and
State regulatory agencies having jurisdiction over the
issuance.
(c) Statement of prior positions; definitions
(1) On or before April 30 of each year, any person, who, during the
calendar year preceding the filing date under this subsection, was an
officer or director of a public utility and who held, during such
calendar year, the position of officer, director, partner, appointee, or
representative of any other entity listed in paragraph (2) shall file
with the Commission, in such form and manner as the Commission shall by
rule prescribe, a written statement concerning such positions held by
such person. Such statement shall be available to the public.
(2) The entities listed for purposes of paragraph (1) are as
follows--
(A) any investment bank, bank holding company, foreign bank or
subsidiary thereof doing business in the United States, insurance
company, or any other organization primarily engaged in the business
of providing financial services or credit, a mutual savings bank, or
a savings and loan association;
(B) any company, firm, or organization which is authorized by
law to underwrite or participate in the marketing of securities of a
public utility;
(C) any company, firm, or organization which produces or
supplies electrical equipment or coal, natural gas, oil, nuclear
fuel, or other fuel, for the use of any public utility;
(D) any company, firm, or organization which during any one of
the 3 calendar years immediately preceding the filing date was one
of the 20 purchasers of electric energy which purchased (for
purposes other than for resale) one of the 20 largest annual amounts
of electric energy sold by such public utility (or by any public
utility which is part of the same holding company system) during any
one of such three calendar years;
(E) any entity referred to in subsection (b) of this section;
and
(F) any company, firm, or organization which is controlled by
any company, firm, or organization referred to in this paragraph.
On or before January 31 of each calendar year, each public utility shall
publish a list, pursuant to rules prescribed by the Commission, of the
purchasers to which subparagraph (D) applies, for purposes of any filing
under paragraph (1) of such calendar year.
(3) For purposes of this subsection--
(A) The term ``public utility'' includes any company which is a
part of a holding company system which includes a registered holding
company, unless no company in such system is an electric utility.
(B) The terms ``holding company'', ``registered holding
company'', and ``holding company system'' have the same meaning as
when used in the Public Utility Holding Company Act of 1935 [15
U.S.C. 79 et seq.].
(June 10, 1920, ch. 285, pt. III, Sec. 305, as added Aug. 26, 1935, ch.
687, title II, Sec. 213, 49 Stat. 856; amended Pub. L. 95-617, title II,
Sec. 211(a), Nov. 9, 1978, 92 Stat. 3147; Pub. L. 106-102, title VII,
Sec. 737, Nov. 12, 1999, 113 Stat. 1479.)
References in Text
The Public Utility Holding Company Act of 1935, referred to in
subsec. (c)(3)(B), is act Aug. 26, 1935, ch. 687, title I, 49 Stat. 838,
as amended, which is classified generally to chapter 2C (Sec. 79 et
seq.) of Title 15, Commerce and Trade. For complete classification of
this Act to the Code, see section 79 of Title 15 and Tables.
Amendments
1999--Subsec. (b). Pub. L. 106-102 inserted subsec. heading,
designated existing provisions as par. (1), inserted heading, and
substituted ``After 6'' for ``After six'', and added par. (2).
1978--Subsec. (c). Pub. L. 95-617 added subsec. (c).
Effective Date of 1978 Amendment
Section 211(b) of Pub. L. 95-617 provided that: ``No person shall be
required to file a statement under section 305(c)(1) of the Federal
Power Act [subsec. (c)(1) of this section] before April 30 of the second
calendar year which begins after the date of the enactment of this Act
[Nov. 9, 1978] and no public utility shall be required to publish a list
under section 305(c)(2) of such Act [subsec. (c)(2) of this section]
before January 31 of such second calendar year.''
Transfer of Functions
Federal Power Commission terminated and its functions with regard to
regulation of mergers and securities acquisitions under this chapter
transferred to Federal Energy Regulatory Commission by sections
7172(a)(1)(F) and 7293 of Title 42, The Public Health and Welfare.
Executive and administrative functions of Federal Power Commission,
with certain reservations, transferred to Chairman of such Commission,
with authority vested in him to authorize their performance by any
officer, employee, or administrative unit under his jurisdiction, by
Reorg. Plan No. 9 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
64 Stat. 1265, set out as a note under section 792 of this title.
