Page:United States Statutes at Large Volume 52.djvu/938

 52 STAT.] 75TH CONG. , 3D SESS.-CH. 575-JUNE 22, 1938 dates and changes in interest rates and other terms of outstanding securities; the amendment of the charter of the debtor; the issuance of securities of the debtor or such other corporations for cash, for property, in exchange for existing securities, in satisfaction of claims or stock or for other appropriate purposes; "(11) shall include provisions which are equitable, compatible with the interests of creditors and stockholders, and consistent with public policy, with respect to the manner of selection of the persons who are to be directors, officers, or voting trustees, if any, upon the consummation of the plan, and their respective successors; "(12) shall provide for the inclusion in the charter of the debtor, or any corporation organized or to be organized for the purpose of carrying out the plan, of- "(a) provisions prohibiting the debtor or such corporation from issuing non-voting stock, and providing, as to the several classes of securities of the debtor or of such corporation possessing voting power, for the fair and equitable distribution of such power among such classes, including, in the case of any class of stock having a preference over other stock with respect to divi- dends, adequate provisions for the election of directors repre- senting such preferred class in the event of default in the pay- ment of such dividends; and "(b) (1) provisions which are fair and equitable and in accord- ance with sound business and accounting practice, with respect to the terms, position, rights, and privileges of the several classes of securities of the debtor or of such corporation, including, with- out limiting the generality of the foregoing, provisions with respect to the issuance, acquisition, purchase, retirement or redemption of any such securities, and the declaration and pay- ment of dividends thereon; and (2) in the case of a debtor whose indebtedness, liquidated as to amount and not contingent as to liability, is $250,000 or over, provisions with respect to the making, not less than once annually, of periodic reports to secur- ity holders which shall include profit and loss statements and balance sheets prepared in accordance with sound business and accounting practice; "(13) may include provisions for the settlement or adjustment of claims belonging to the debtor or to the estate; and shall provide, as to such claims not settled or adjusted in the plan, for their retention and enforcement by the trustee or, if the debtor has been continued in possession, by an examiner appointed for that purpose; and "(14) may include any other appropriate provisions not incon- sistent with the provisions of this chapter. "ARTICLE XI-CONFIRMIATION AND CONSUMMATION OF PLAN "SEC. 221. The judge shall confirm a plan if satisfied that- "(1) the provisions of article VII, section 199, and article X of this chapter have been complied with; "(2) the plan is fair and equitable, and feasible; "(3) the proposal of the plan and its acceptance are in good faith and have not been made or procured by means or promises forbidden by this Act; "(4) all payments made or promised by the debtor or by a cor- poratlon issuing securities or acquiring property under the plan or by any other person, for services and for costs and expenses in, or in connection with, the proceeding or in connection with the plan and incident to the reorganization, have been fully disclosed to the judge and are reasonable or, if to be fixed after confirmation of the plan, will be subject to the approval of the judge; and 36525°- 3 8 - --57 897 Manner of selecting officers, etc. upon con- summation of plan. Provisions to be in- eluded in charter. Non-voting stock prohibited. Terms, position, rights, etc., of securi- ties. Periodic reports. Settlement, etc., of claims of debtor or estate; provision for claims not sottled. Inclusion ofotherap- propriate provisions. Confirmation and consummation of plan. Conditions. Ante, pp. 888, 893, S95.

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