Page:United States Statutes at Large Volume 92 Part 2.djvu/161

 PUBLIC LAW 95-473—OCT. 17, 1978

92 STAT. 1441

SUBCHAPTER IV—FINANCIAL STRUCTURE § 11361. Scope of authority: changes in financial structure 49 USC 11361. (a) The authority of the Interstate Commerce Commission to act under this subchapter is exclusive. The Commission may approve and authorize a carrier, as defined in section 11301(a)(1) of this title, to change (1) a part of a class of its securities, as defined in section 11301 (a)(2) of this title, or (2) a part of an instrument under which a class of its securities is issued or a class of its obligations is secured. When a change is approved and authorized by the Commission under this subchapter, the carrier may carry out the change notwithstanding an express provision in the affected instrument or a State law and without getting other approval from the Commission or from a State ' authority. A person participating in carrying out a change that is approved and authorized under this subchapter is exempt from all other law, including State and municipal law, as necessary to let that person carry out the change. (b) The Commission may not approve an application filed under this section by a carrier that is in equity receivership or reorganization under section 205 of title 11. (c) A power granted to a carrier under this subchapter changes its powers under its corporate charter and under State law. (d) This subchapter does not affect the negotiability of a security of a carrier or of the obligation of a carrier that assumed liability related to a security. This subchapter does not apply to an equipmenttrust certificate under which a carrier is obligated, to an evidence of indebtedness of a carrier the payment of which is secured solely by ' •"•.• ^^ equipment, or to another instrument under which that equipmenttrust certificate or evidence of indebtedness was issued or by which either of them is secured. § 11362. Criteria for approval and authority 49 USC 11362. (a) A carrier may apply to the Interstate Commerce Commission for approval and authority to make a change under this subchapter. To approve a proposed change, the Commission must find that the proposed change— (1) is within the scope of section 11361 of this title; (2) will be in the public interest; (3) will be in the best interests of the carrier, of each class of its stockholders, and of the holders of each class of the carrier's obligations that are affected by the change; and (4) will not be against the interests of a creditor of the carrier who is not affected by the change. If the change involves an issuance of securities, the Commission must also make the findings required under section 11301(d)(1) of this title. (b)(1) The Commission shall begin a proceeding under this section on receipt of an application but may require an applicant to get assurances of assent to the change from the holders of the outstanding shares of the securities that will be affected by the change before continuing with the proceeding. The Commission may determine the percentage of the principal amount or number of those shares needed to establish assurance of assent to the change. A class of securities is considered to be affected by a proposed change only if the change is proposed to a part of that class or to a part of an instrument under which that class was issued or by which it is secured. However, if a

39-194 O—80—pt. 2

11: QL3

�