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US (United States) Code. Title 15. Chapter 2C: Public utility holding companies

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-CITE-

15 USC CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-MISC1-

Sec.

79. Short title of chapter.

79a. Necessity for control of holding companies.

(a) Interstate nature of holding companies.

(b) Protection of investors and interests of

consumers.

79b. Definitions; application of chapter.

(a) Definitions.

(b) Order of Commission essential to status as

''holding company'', ''subsidiary company'', or

''affiliate''.

their governmental agencies.

79c. Exemptions regarding holding companies.

(a) Exemption of holding companies.

(b) Exemption of subsidiary companies of holding

company.

(d) Exemption of specified class or classes of

persons.

79d. Transactions by unregistered holding companies.

(a) Transactions after December 1, 1935.

(b) Outstanding securities held by nonresidents;

registration.

79e. Registration of holding companies.

(a) Notification of registration; effective date of

registration.

(b) Registration statement; contents.

complete statement.

(d) Cessation of existence as holding company.

79f. Unlawful transactions by registered companies.

(a) Issuing, selling, or altering rights of

stockholders to declaration.

(b) Exemptions from operation of subsection (a).

employer of subsidiary to sell.

79g. Declarations by registered companies in respect to security

transactions.

(a) Contents.

(b) Effective date of declaration; order of

Commission.

become effective.

(d) Conditions having permission of effectiveness.

(e) Declaration regarding alterations, priorities,

voting power, and other rights of security

holders.

(f) Order permitting declaration to become effective.

(g) Compliance with State laws as condition to

permission of effectiveness.

79h. Acquiring interest in electric and gas companies serving same

territory.

79i. Acquisition of securities and utility assets and other

interests.

(a) Acquisition prohibited prior to Commission

approval.

(b) Acquisition of utility assets authorized by State

Commission; holding company systems organized

in same State.

States, State, or political subdivision; other

securities and commercial paper held

appropriate by Commission.

79j. Approval of acquisition of securities and utility assets and

other interests.

(a) Contents of application.

(b) Conditions affecting approval.

(d) Approval to be granted in reasonable time.

(e) Terms and conditions of order granting approval.

(f) Compliance with State laws as condition of

approval.

79k. Simplification of holding company systems.

(a) Examination by Commission with view to

simplification.

(b) Limitations on operations of holding company

systems.

operations.

(d) Court enforcement of order for simplification;

appointment of trustee; disposition of assets;

reorganization plan.

(e) Submission by company of plan for simplification;

court enforcement of order of approval;

appointment of trustee.

(f) Commission as trustee; submission of

reorganization plan by Commission or interested

party.

(g) Solicitation of proxies, powers of attorney,

etc., in respect of reorganization plan.

79l. Intercompany and other transactions relating to registered

companies.

(a) Borrowing from other companies in same system.

(b) Loans to other companies in same system.

(d) Sale of securities of other companies.

(e) Solicitation of proxies, powers of attorney,

etc., regarding securities.

(f) Negotiations or transactions with other companies

in contravention of rules and regulations of

Commission.

(g) Negotiations or transactions by affiliate in

contravention of rules and regulations of

Commission.

(h) Political contributions forbidden.

(i) Representation before Congress or Commissions;

filing statement of employment, compensation,

etc.

79m. Service, sales, and construction contracts.

(a) Contracts by holding companies.

(b) Contracts by subsidiary or mutual service

companies.

of contracts; regulation by rules of

Commission.

(d) Application for approval as mutual service

company and nature of business; regulation by

rules of Commission.

(e) Contracts by affiliate in contravention of rules

and regulations of Commission.

(f) Contracts by persons engaged in performance of

service, sales and construction in

contravention of rules of Commission.

(g) Investigations and recommendations by Commission.

79n. Periodic and other reports.

79o. Accounts and records.

(a) Duty of holding companies to keep.

(b) Duty of affiliates to keep.

(d) Duty of persons engaged in service, sales, or

construction to keep.

(e) Use of forms other than prescribed by Commission

unlawful.

(f) Examinations by Commission.

(g) Submission by holding company or subsidiary to

examination by holders of securities.

(h) Submission by mutual service companies and

persons engaged in rendering service to

examination by other companies.

(i) Uniform methods for keeping accounts; power of

Commission to prescribe.

79p. Misleading statements, penalty; rights and remedies additional

to those existing under other laws.

79q. Officers and directors.

(a) Statement of ownership of securities; duty to

file.

(b) Limitation on profits in purchase and sale of

securities.

institutions disqualified to serve as officers

or directors.

79r. Investigations, injunctions, and enforcement of law.

(a) Investigations to determine violations, aid in

enforcement and as basis for recommendations.

(b) Investigation of business, financial condition,

etc., of companies.

witnesses.

(d) Court aid to compel giving testimony; penalty for

refusal to testify.

(e) Injunctions to restrain violations; prosecutions.

(f) Mandamus to compel compliance with law.

79s. Hearings before Commission.

79t. Rules, regulations, and orders.

(a) Authority of Commission to make.

(b) Consistency with laws of United States or States.

matters; hearings.

(d) Filing information or documents by reference.

79u. Effect on other laws.

79v. Information filed with Commission.

(a) Public disclosure of information; protection of

trade secrets.

(b) Written objection to public disclosure.

Commission personnel.

79w. Omitted.

79x. Court review of orders.

(a) Petition; jurisdiction; findings of Commission;

additional evidence; finality.

(b) Stay of Commission's order.

79y. Jurisdiction of offenses and suits.

79z. Validity of contracts.

(a) Waiver provisions.

(b) Contract provisions in violation of chapter;

actual knowledge of violations.

creation of liens; actual knowledge of

violations.

79z-1. Liability of controlling person; preventing compliance with

law.

79z-2. Representation of guaranty or recommendation by United

States.

79z-3. Penalties.

79z-4. Study of public-utility companies; recommendation.

79z-5. Hiring and leasing authority of Commission.

79z-5a. Exempt wholesale generators.

(a) Definitions.

(b) Foreign retail sales.

(d) Hybrids.

(e) Exemption of EWGS.

(f) Ownership of EWGS by exempt holding companies.

(g) Ownership of EWGS by registered holding

companies.

(h) Financing and other relationships between EWGS

and registered holding companies.

(i) Application of chapter to other eligible

facilities.

(j) Ownership of exempt wholesale generators and

qualifying facilities.

(k) Protection against abusive affiliate

transactions.

(l) Reciprocal arrangements prohibited.

79z-5b. Treatment of foreign utilities.

(a) Exemptions for foreign utility companies.

(b) Ownership of foreign utility companies by exempt

holding companies.

(d) Effect on existing law; no State preemption.

(e) Reporting requirements.

(f) Prohibition on assumption of liabilities.

(g) Prohibition on pledging or encumbering utility

assets.

79z-5c. Exempt telecommunications companies.

(a) Definitions.

(b) State consent for sale of existing rate-based

facilities.

(d) Ownership of ETCS by registered holding

companies.

(e) Financing and other relationships between ETCS

and registered holding companies.

(f) Reporting obligations concerning investments and

activities of registered public utility holding

company systems.

(g) Assumption of liabilities.

(h) Pledging or mortgaging of assets.

(i) Protection against abusive affiliate

transactions.

(j) Nonpreemption of rate authority.

(k) Reciprocal arrangements prohibited.

(l) Books and records.

(m) Independent audit authority for State

commissions.

(n) Applicability of telecommunications regulation.

79z-6. Separability clause.

-SECREF-

CHAPTER REFERRED TO IN OTHER SECTIONS

This chapter is referred to in sections 77ccc, 77hhh, 77jjj,

77kkk, 77www, 77zzz, 78c, 80a-2, 80a-3, 80a-37, 80a-49, 80b-2 of

this title; title 7 section 12a; title 16 sections 824, 824a-3,

824e, 825d, 825q, 839f; title 29 sections 306, 432; title 42

section 7651b.

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15 USC Sec. 79 01/06/03

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TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79. Short title of chapter

-STATUTE-

This chapter may be cited as the ''Public Utility Holding Company

Act of 1935''.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 36, formerly Sec. 33, 49

Stat. 838; renumbered Sec. 35, Pub. L. 102-486, title VII, Sec.

711, Oct. 24, 1992, 106 Stat. 2905; renumbered Sec. 36, Pub. L.

104-104, title I, Sec. 103, Feb. 8, 1996, 110 Stat. 81.)

-MISC1-

STATE AUTHORITIES; CONSTRUCTION

Section 731 of title VII of Pub. L. 102-486 provided that:

''Nothing in this title (enacting sections 79z-5a and 79z-5b of

this title and sections 824l, 824m, and 825o-1 of Title 16,

Conservation, amending sections 796, 824, 824j, 824k, 825n, 825o,

and 2621 of Title 16, and amending provisions set out as a note

under section 79k of this title) or in any amendment made by this

title shall be construed as affecting or intending to affect, or in

any way to interfere with, the authority of any State or local

government relating to environmental protection or the siting of

facilities.''

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15 USC Sec. 79a 01/06/03

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TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79a. Necessity for control of holding companies

-STATUTE-

(a) Interstate nature of holding companies

Public-utility holding companies and their subsidiary companies

are affected with a national public interest in that, among other

things, (1) their securities are widely marketed and distributed by

means of the mails and instrumentalities of interstate commerce and

are sold to a large number of investors in different States; (2)

their service, sales, construction, and other contracts and

arrangements are often made and performed by means of the mails and

instrumentalities of interstate commerce; (3) their subsidiary

public-utility companies often sell and transport gas and electric

energy by the use of means and instrumentalities of interstate

commerce; (4) their practices in respect of and control over

subsidiary companies often materially affect the interstate

commerce in which those companies engage; (5) their activities

extending over many States are not susceptible of effective control

by any State and make difficult, if not impossible, effective State

regulation of public-utility companies.

(b) Protection of investors and interests of consumers

Upon the basis of facts disclosed by the reports of the Federal

Trade Commission made pursuant to S. Res. 83 (Seventieth Congress,

first session), the reports of the Committee on Interstate and

Foreign Commerce, House of Representatives, made pursuant to H.

Res. 59 (Seventy-second Congress, first session) and H. J. Res. 572

(Seventy-second Congress, second session) and otherwise disclosed

and ascertained, it is declared that the national public interest,

the interest of investors in the securities of holding companies

and their subsidiary companies and affiliates, and the interest of

consumers of electric energy and natural and manufactured gas, are

or may be adversely affected -

(1) when such investors cannot obtain the information necessary

to appraise the financial position or earning power of the

issuers, because of the absence of uniform standard accounts;

when such securities are issued without the approval or consent

of the States having jurisdiction over subsidiary public-utility

companies; when such securities are issued upon the basis of

fictitious or unsound asset values having no fair relation to the

sums invested in or the earning capacity of the properties and

upon the basis of paper profits from intercompany transactions,

or in anticipation of excessive revenues from subsidiary

public-utility companies; when such securities are issued by a

subsidiary public-utility company under circumstances which

subject such company to the burden of supporting an

overcapitalized structure and tend to prevent voluntary rate

reductions;

(2) when subsidiary public-utility companies are subjected to

excessive charges for services, construction work, equipment, and

materials, or enter into transactions in which evils result from

an absence of arm's-length bargaining or from restraint of free

and independent competition; when service, management,

construction, and other contracts involve the allocation of

charges among subsidiary public-utility companies in different

States so as to present problems of regulation which cannot be

dealt with effectively by the States;

(3) when control of subsidiary public-utility companies affects

the accounting practices and rate, dividend, and other policies

of such companies so as to complicate and obstruct State

regulation of such companies, or when control of such companies

is exerted through disproportionately small investment;

(4) when the growth and extension of holding companies bears no

relation to economy of management and operation or the

integration and coordination of related operating properties; or

(5) when in any other respect there is lack of economy of

management and operation of public-utility companies or lack of

efficiency and adequacy of service rendered by such companies, or

lack of effective public regulation, or lack of economies in the

raising of capital.

When abuses of the character above enumerated become persistent

and wide-spread the holding company becomes an agency which, unless

regulated, is injurious to investors, consumers, and the general

public; and it is declared to be the policy of this chapter, in

accordance with which policy all the provisions of this chapter

shall be interpreted, to meet the problems and eliminate the evils

as enumerated in this section, connected with public-utility

holding companies which are engaged in interstate commerce or in

activities which directly affect or burden interstate commerce; and

for the purpose of effectuating such policy to compel the

simplification of public-utility holding-company systems and the

elimination therefrom of properties detrimental to the proper

functioning of such systems, and to provide as soon as practicable

for the elimination of public-utility holding companies except as

otherwise expressly provided in this chapter.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 1, 49 Stat. 803.)

-CHANGE-

CHANGE OF NAME

Committee on Interstate and Foreign Commerce of House of

Representatives changed to Committee on Energy and Commerce

immediately prior to noon on Jan. 3, 1981, by House Resolution No.

549, Ninety-sixth Congress, Mar. 25, 1980. Committee on Energy and

Commerce of House of Representatives treated as referring to

Committee on Commerce of House of Representatives by section 1(a)

of Pub. L. 104-14, set out as a note preceding section 21 of Title

2, The Congress. Committee on Commerce of House of Representatives

changed to Committee on Energy and Commerce of House of

Representatives, and jurisdiction over matters relating to

securities and exchanges and insurance generally transferred to

Committee on Financial Services of House of Representatives by

House Resolution No. 5, One Hundred Seventh Congress, Jan. 3, 2001.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in title 16 section 839f.

-CITE-

15 USC Sec. 79b 01/06/03

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TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79b. Definitions; application of chapter

-STATUTE-

(a) Definitions

When used in this chapter, unless the context otherwise requires

(1) ''Person'' means an individual or company.

(2) ''Company'' means a corporation, a partnership, an

association, a joint-stock company, a business trust, or an

organized group of persons, whether incorporated or not; or any

receiver, trustee, or other liquidating agent of any of the

foregoing in his capacity as such.

(3) ''Electric utility company'' means any company which owns

or operates facilities used for the generation, transmission, or

distribution of electric energy for sale, other than sale to

tenants or employees of the company operating such facilities for

their own use and not for resale. The Commission, upon

application, shall by order declare a company operating any such

facilities not to be an electric utility company if the

Commission finds that (A) such company is primarily engaged in

one or more businesses other than the business of an electric

utility company, and by reason of the small amount of electric

energy sold by such company it is not necessary in the public

interest or for the protection of investors or consumers that

such company be considered an electric utility company for the

purposes of this chapter, or (B) such company is one operating

within a single State, and substantially all of its outstanding

securities are owned directly or indirectly by another company to

which such operating company sells or furnishes electric energy

which it generates; such other company uses and does not resell

such electric energy, is engaged primarily in manufacturing

(other than the manufacturing of electric energy or gas) and is

not controlled by any other company; and by reason of the small

amount of electric energy sold or furnished by such operating

company to other persons it is not necessary in the public

interest or for the protection of investors or consumers that it

be considered an electric utility company for the purposes of

this chapter. The filing of an application hereunder in good

faith shall exempt such company (and the owner of the facilities

operated by such company) from the application of this paragraph

until the Commission has acted upon such application. As a

condition to the entry of any such order, and as a part thereof,

the Commission may require application to be made periodically

for a renewal of such order, and may require the filing of such

periodic or special reports regarding the business of the company

as the Commission may find necessary or appropriate to insure

that such company continues to be entitled to such exemption

during the period for which such order is effective. The

Commission, upon its own motion or upon application, shall revoke

such order whenever it finds that the conditions specified in

clause (A) or (B) of this paragraph are not satisfied in the case

of such company. Any action of the Commission under the

preceding sentence shall be by order. Application under this

paragraph may be made by the company in respect of which the

order is to be issued or by the owner of the facilities operated

by such company. Any order issued under this paragraph shall

apply equally to such company and such owner. The Commission may

by rules or regulations conditionally or unconditionally provide

that any specified class or classes of companies which it

determines to satisfy the conditions specified in clause (A) or

(B) of this paragraph, and the owners of the facilities operated

by such companies, shall not be deemed electric utility companies

within the meaning of this paragraph.

(4) ''Gas utility company'' means any company which owns or

operates facilities used for the distribution at retail (other

than distribution only in enclosed portable containers, or

distribution to tenants or employees of the company operating

such facilities for their own use and not for resale) of natural

or manufactured gas for heat, light, or power. The Commission,

upon application, shall by order declare a company operating any

such facilities not to be a gas utility company if the Commission

finds that (A) such company is primarily engaged in one or more

businesses other than the business of a gas utility company, and

(B) by reason of the small amount of natural or manufactured gas

distributed at retail by such company it is not necessary in the

public interest or for the protection of investors or consumers

that such company be considered a gas utility company for the

purposes of this chapter. The filing of an application hereunder

in good faith shall exempt such company (and the owner of the

facilities operated by such company) from the application of this

paragraph until the Commission has acted upon such application.

As a condition to the entry of any such order, and as a part

thereof, the Commission may require application to be made

periodically for a renewal of such order, and may require the

filing of such periodic or special reports regarding the business

of the company as the Commission may find necessary or

appropriate to insure that such company continues to be entitled

to such exemption during the period for which such order is

effective. The Commission, upon its own motion or upon

application, shall revoke such order whenever it finds that the

conditions specified in clauses (A) and (B) of this paragraph are

not satisfied in the case of such company. Any action of the

Commission under the preceding sentence shall be by order.

Application under this paragraph may be made by the company in

respect of which the order is to be issued or by the owner of the

facilities operated by such company. Any order issued under this

paragraph shall apply equally to such company and such owner.

The Commission may by rules or regulations conditionally or

unconditionally provide that any specified class or classes of

companies which it determines to satisfy the conditions specified

in clauses (A) and (B) of this paragraph, and the owners of the

facilities operated by such companies, shall not be deemed gas

utility companies within the meaning of this paragraph.

(5) ''Public-utility company'' means an electric utility

company or a gas utility company.

(6) ''Commission'' means the Securities and Exchange

Commission.

(7) ''Holding company'' means -

(A) any company which directly or indirectly owns, controls,

or holds with power to vote, 10 per centum or more of the

outstanding voting securities of a public-utility company or of

a company which is a holding company by virtue of this clause

or clause (B) of this paragraph, unless the Commission, as

hereinafter provided, by order declares such company not to be

a holding company; and

(B) any person which the Commission determines, after notice

and opportunity for hearing, directly or indirectly to exercise

(either alone or pursuant to an arrangement or understanding

with one or more other persons) such a controlling influence

over the management or policies of any public-utility or

holding company as to make it necessary or appropriate in the

public interest or for the protection of investors or consumers

that such person be subject to the obligations, duties, and

liabilities imposed in this chapter upon holding companies.

The Commission, upon application, shall by order declare that a

company is not a holding company under clause (A) of this

paragraph if the Commission finds that the applicant (i) does

not, either alone or pursuant to an arrangement or understanding

with one or more other persons, directly or indirectly control a

public-utility or holding company either through one or more

intermediary persons or by any means or device whatsoever, (ii)

is not an intermediary company through which such control is

exercised, and (iii) does not, directly or indirectly, exercise

(either alone or pursuant to an arrangement or understanding with

one or more other persons) such a controlling influence over the

management or policies of any public-utility or holding company

as to make it necessary or appropriate in the public interest or

for the protection of investors or consumers that the applicant

be subject to the obligations, duties, and liabilities imposed in

this chapter upon holding companies. The filing of an

application hereunder in good faith by a company other than a

registered holding company shall exempt the applicant from any

obligation, duty, or liability imposed in this chapter upon the

applicant as a holding company, until the Commission has acted

upon such application. Within a reasonable time after the

receipt of any application hereunder, the Commission shall enter

an order granting, or, after notice and opportunity for hearing,

denying or otherwise disposing of, such application. As a

condition to the entry of any order granting such application and

as a part of any such order, the Commission may require the

applicant to apply periodically for a renewal of such order and

to do or refrain from doing such acts or things, in respect of

exercise of voting rights, control over proxies, designation of

officers and directors, existence of interlocking officers,

directors and other relationships, and submission of periodic or

special reports regarding affiliations or intercorporate

relationships of the applicant, as the Commission may find

necessary or appropriate to ensure that in the case of the

applicant the conditions specified in clauses (i), (ii), and

(iii) of this paragraph are satisfied during the period for which

such order is effective. The Commission, upon its own motion or

upon application of the company affected, shall revoke the order

declaring such company not to be a holding company whenever in

its judgment any condition specified in clauses (i), (ii), or

(iii) of this paragraph is not satisfied in the case of such

company, or modify the terms of such order whenever in its

judgment such modification is necessary to ensure that in the

case of such company the conditions specified in clauses (i),

(ii), and (iii) of this paragraph are satisfied during the period

for which such order is effective. Any action of the Commission

under the preceding sentence shall be by order.

(8) ''Subsidiary company'' of a specified holding company means

(A) any company 10 per centum or more of the outstanding

voting securities of which are directly or indirectly owned,

controlled, or held with power to vote, by such holding company

(or by a company that is a subsidiary company of such holding

company by virtue of this clause or clause (B) of this

paragraph), unless the Commission, as hereinafter provided, by

order declares such company not to be a subsidiary company of

such holding company; and

(B) any person the management or policies of which the

Commission, after notice and opportunity for hearing,

determines to be subject to a controlling influence, directly

or indirectly, by such holding company (either alone or

pursuant to an arrangement or understanding with one or more

other persons) so as to make it necessary or appropriate in the

public interest or for the protection of investors or consumers

that such person be subject to the obligations, duties, and

liabilities imposed in this chapter upon subsidiary companies

of holding companies.

The Commission, upon application, shall by order declare that a

company is not a subsidiary company of a specified holding

company under clause (A) of this paragraph if the Commission

finds that (i) the applicant is not controlled, directly or

indirectly, by such holding company (either alone or pursuant to

an arrangement or understanding with one or more other persons)

either through one or more intermediary persons or by any means

or device whatsoever, (ii) the applicant is not an intermediary

company through which such control of another company is

exercised, and (iii) the management or policies of the applicant

are not subject to a controlling influence, directly or

indirectly, by such holding company (either alone or pursuant to

an arrangement or understanding with one or more other persons)

so as to make it necessary or appropriate in the public interest

or for the protection of investors or consumers that the

applicant be subject to the obligations, duties, and liabilities

imposed in this chapter upon subsidiary companies of holding

companies. The filing of an application hereunder in good faith

shall exempt the applicant from any obligation, duty, or

liability imposed in this chapter upon the applicant as a

subsidiary company of such specified holding company until the

Commission has acted upon such application. Within a reasonable

time after the receipt of any application hereunder, the

Commission shall enter an order granting, or, after notice and

opportunity for hearing, denying or otherwise disposing of, such

application. As a condition to the entry of, and as a part of,

any order granting such application, the Commission may require

the applicant to apply periodically for a renewal of such order

and to file such periodic or special reports regarding the

affiliations or intercorporate relationships of the applicant as

the Commission may find necessary or appropriate to enable it to

determine whether in the case of the applicant the conditions

specified in clauses (i), (ii), and (iii) of this paragraph are

satisfied during the period for which such order is effective.

The Commission, upon its own motion or upon application, shall

revoke the order declaring such company not to be a subsidiary

company whenever in its judgment any condition specified in

clauses (i), (ii), or (iii) of this paragraph is not satisfied in

the case of such company, or modify the terms of such order

whenever in its judgment such modification is necessary to ensure

that in the case of such company the conditions specified in

clauses (i), (ii), and (iii) of this paragraph are satisfied

during the period for which such order is effective. Any action

of the Commission under the preceding sentence shall be by

order. Any application under this paragraph may be made by the

holding company or the company in respect of which the order is

to be entered, but as used in this paragraph the term

''applicant'' means only the company in respect of which the

order is to be entered.

(9) ''Holding-company system'' means any holding company,

together with all its subsidiary companies, and all mutual

service companies (as defined in paragraph (13) of this

subsection) of which such holding company or any subsidiary

company thereof is a member company (as defined in paragraph (14)

of this subsection).

(10) ''Associate company'' of a company means any company in

the same holding-company system with such company.

(11) ''Affiliate'' of a specified company means -

(A) any person that directly or indirectly owns, controls, or

holds with power to vote, 5 per centum or more of the

outstanding voting securities of such specified company;

(B) any company 5 per centum or more of whose outstanding

voting securities are owned, controlled, or held with power to

vote, directly or indirectly, by such specified company;

specified company, or of any company which is an affiliate

thereof under clause (A) of this paragraph; and

(D) any person or class of persons that the Commission

determines, after appropriate notice and opportunity for

hearing, to stand in such relation to such specified company

that there is liable to be such an absence of arm's-length

bargaining in transactions between them as to make it necessary

or appropriate in the public interest or for the protection of

investors or consumers that such person be subject to the

obligations, duties, and liabilities imposed in this chapter

upon affiliates of a company.

(12) ''Registered holding company'' means a person whose

registration is in effect under section 79e of this title.

(13) ''Mutual service company'' means a company approved as a

mutual service company under section 79m of this title.

(14) ''Member company'' means a company which is a member of an

association or group of companies mutually served by a mutual

service company.

(15) ''Director'' means any director of a corporation or any

individual who performs similar functions in respect of any

company.

(16) ''Security'' means any note, draft, stock, treasury stock,

bond, debenture, certificate of interest or participation in any

profit-sharing agreement or in any oil, gas, other mineral

royalty or lease, any collateral-trust certificate,

preorganization certificate or subscription, transferable share,

investment contract, voting-trust certificate, certificate of

deposit for a security, receiver's or trustee's certificate, or,

in general, any instrument commonly known as a ''security''; or

any certificate of interest or participation in, temporary or

interim certificate for, receipt for, guaranty of, assumption of

liability on, or warrant or right to subscribe to or purchase,

any of the foregoing.

(17) ''Voting security'' means any security presently entitling

the owner or holder thereof to vote in the direction or

management of the affairs of a company, or any security issued

under or pursuant to any trust, agreement, or arrangement whereby

a trustee or trustees or agent or agents for the owner or holder

of such security are presently entitled to vote in the direction

or management of the affairs of a company; and a specified per

centum of the outstanding voting securities of a company means

such amount of the outstanding voting securities of such company

as entitles the holder or holders thereof to cast said specified

per centum of the aggregate votes which the holders of all the

outstanding voting securities of such company are entitled to

cast in the direction or management of the affairs of such

company.

(18) ''Utility assets'' means the facilities, in place, of any

electric utility company or gas utility company for the

production, transmission, transportation, or distribution of

electric energy or natural or manufactured gas.

(19) ''Service contract'' means any contract, agreement, or

understanding whereby a person undertakes to sell or furnish, for

a charge, any managerial, financial, legal, engineering,

purchasing, marketing, auditing, statistical, advertising,

publicity, tax, research, or any other service, information, or

data.

(20) ''Sales contract'' means any contract, agreement, or

understanding whereby a person undertakes to sell, lease, or

furnish, for a charge, any goods, equipment, materials, supplies,

appliances, or similar property. As used in this paragraph the

term ''property'' does not include electric energy or natural or

manufactured gas.

(21) ''Construction contract'' means any contract, agreement,

or understanding for the construction, extension, improvement,

maintenance, or repair of the facilities or any part thereof of a

company for a charge.

(22) ''Buy'', ''acquire'', ''acquisition'', or ''purchase''

includes any purchase, acquisition by lease, exchange, merger,

consolidation, or other acquisition.

(23) ''Sale'' or ''sell'' includes any sale, disposition by

lease, exchange or pledge, or other disposition.

(24) ''State'' means any State of the United States or the

District of Columbia.

(25) ''United States'', when used in a geographical sense,

means the States.

(26) ''State commission'' means any commission, board, agency,

or officer, by whatever name designated, of a State,

municipality, or other political subdivision of a State which

under the law of such State has jurisdiction to regulate

public-utility companies.

(27) ''State securities commission'' means any commission,

board, agency, or officer, by whatever name designated, other

than a State commission as defined in paragraph (26) of this

subsection, which under the law of a State has jurisdiction to

regulate, approve, or control the issue or sale of a security by

a company.

(28) ''Interstate commerce'' means trade, commerce,

transportation, transmission, or communication among the several

States or between any State and any place outside thereof.

(29) ''Integrated public-utility system'' means -

(A) As applied to electric utility companies, a system

consisting of one or more units of generating plants and/or

transmission lines and/or distributing facilities, whose

utility assets, whether owned by one or more electric utility

companies, are physically interconnected or capable of physical

interconnection and which under normal conditions may be

economically operated as a single interconnected and

coordinated system confined in its operations to a single area

or region, in one or more States, not so large as to impair

(considering the state of the art and the area or region

affected) the advantages of localized management, efficient

operation, and the effectiveness of regulation; and

(B) As applied to gas utility companies, a system consisting

of one or more gas utility companies which are so located and

related that substantial economies may be effectuated by being

operated as a single coordinated system confined in its

operations to a single area or region, in one or more States,

not so large as to impair (considering the state of the art and

the area or region affected) the advantages of localized

management, efficient operation, and the effectiveness of

regulation: Provided, That gas utility companies deriving

natural gas from a common source of supply may be deemed to be

included in a single area or region.

(b) Order of Commission essential to status as ''holding company'',

''subsidiary company'', or ''affiliate''

No person shall be deemed to be a holding company under clause

(B) of paragraph (7) of subsection (a) of this section, or a

subsidiary company under clause (B) of paragraph (8) of such

subsection, or an affiliate under clause (D) of paragraph (11) of

such subsection, unless the Commission, after appropriate notice

and opportunity for hearing, has issued an order declaring such

person to be a holding company, a subsidiary company, or an

affiliate, or declaring a class of which such person is a member to

be affiliates. Such an order shall not become effective for at

least thirty days after the mailing of a copy thereof to the person

thereby declared to be a holding company, subsidiary company, or

affiliate; or, in the case of determination of affiliates by

classes, until at least thirty days after appropriate publication

thereof in such manner as the Commission shall determine. Whenever

the Commission, on its own motion or upon application by the person

declared to be a holding company, subsidiary company, or affiliate,

finds that the circumstances which gave rise to the issuance of any

such order no longer exist, the Commission shall by order revoke

such order.

governmental agencies

No provision in this chapter shall apply to, or be deemed to

include, the United States, a State, or any political subdivision

of a State, or any agency, authority, or instrumentality of any one

or more of the foregoing, or any corporation which is wholly owned

directly or indirectly by any one or more of the foregoing, or any

officer, agent, or employee of any of the foregoing acting as such

in the course of his official duty, unless such provision makes

specific reference thereto.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 2, 49 Stat. 804.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-MISC5-

NONAPPLICABILITY OF CHAPTER

Pub. L. 102-486, title IV, Sec. 404(c), Oct. 24, 1992, 106 Stat.

2880, provided that:

''(1) A company shall not be considered to be a gas utility

company under section 2(a)(4) of the Public Utility Holding Company

Act of 1935 (15 U.S.C. 79b(a)(4)) solely because it owns or

operates facilities used for the distribution at retail of

vehicular natural gas.

''(2) Notwithstanding section 11(b)(1) of the Public Utility

Holding Company Act of 1935 (15 U.S.C. 79k(b)(1)), a holding

company registered under such Act (15 U.S.C. 79 et seq.) solely by

reason of the application of section 2(a)(7)(A) or (B) of such Act

with respect to control of a gas utility company or subsidiary

thereof, may acquire or retain, in any geographic area, any

interest in a company that is not a public utility company and

which, as a primary business, is involved in the sale of vehicular

natural gas or the manufacture, sale, transport, installation,

servicing, or financing of equipment related to the sale for

consumption of vehicular natural gas.

''(3) The sale or transportation of vehicular natural gas by a

company, or any subsidiary of such company, shall not be taken into

consideration in determining whether under section 3 of the Public

Utility Holding Company Act of 1935 (15 U.S.C. 79c) such company is

exempt from registration.

''(4) For purposes of this subsection, terms that are defined

under the Public Utility Holding Company Act of 1935 shall have the

meaning given such terms in such Act.

''(5) For purposes of this subsection, the term 'vehicular

natural gas' means natural or manufactured gas that is ultimately

used as a fuel in a self-propelled vehicle.''

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 77kkk, 79i, 79z-5a,

79z-5b, 79z-5c of this title; title 16 sections 824m, 839f; title

26 section 1083; title 42 section 7651o.

-CITE-

15 USC Sec. 79c 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79c. Exemptions regarding holding companies

-STATUTE-

(a) Exemption of holding companies

The Commission, by rules and regulations upon its own motion, or

by order upon application, shall exempt any holding company, and

every subsidiary company thereof as such, from any provision or

provisions of this chapter, unless and except insofar as it finds

the exemption detrimental to the public interest or the interest of

investors or consumers, if -

(1) such holding company, and every subsidiary company thereof

which is a public-utility company from which such holding company

derives, directly or indirectly, any material part of its income,

are predominantly intrastate in character and carry on their

business substantially in a single State in which such holding

company and every such subsidiary company thereof are organized;

(2) such holding company is predominantly a public-utility

company whose operations as such do not extend beyond the State

in which it is organized and States contiguous thereto;

(3) such holding company is only incidentally a holding

company, being primarily engaged or interested in one or more

businesses other than the business of a public-utility company

and (A) not deriving, directly or indirectly, any material part

of its income from any one or more subsidiary companies, the

principal business of which is that of a public-utility company,

or (B) deriving a material part of its income from any one or

more such subsidiary companies, if substantially all the

outstanding securities of such companies are owned, directly or

indirectly, by such holding company;

(4) such holding company is temporarily a holding company

solely by reason of the acquisition of securities for purposes of

liquidation or distribution in connection with a bona fide debt

previously contracted or in connection with a bona fide

arrangement for the underwriting or distribution of securities;

(5) such holding company is not, and derives no material part

of its income, directly or indirectly, from any one or more

subsidiary companies which are, a company or companies the

principal business of which within the United States is that of a

public-utility company.

(b) Exemption of subsidiary companies of holding company

The Commission, by rules and regulations upon its own motion, or

by order upon application, shall exempt any subsidiary company, as

such, of a holding company from any provision or provisions of this

chapter, the application of which to such subsidiary company the

Commission finds is not necessary in the public interest or for the

protection of investors, if such subsidiary company derives no

material part of its income, directly or indirectly, from sources

within the United States, and neither it nor any of its subsidiary

companies is a public-utility company operating in the United

States.

Within a reasonable time after the receipt of an application for

exemption under subsection (a) or (b) of this section, the

Commission shall enter an order granting, or, after notice and

opportunity for hearing, denying or otherwise disposing of such

application. The filing of an application in good faith under

subsection (a) of this section by a person other than a registered

holding company shall exempt the applicant from any obligation,

duty, or liability imposed in this chapter upon the applicant as a

holding company until the Commission has acted upon such

application. The filing of an application in good faith under

subsection (b) of this section shall exempt the applicant from any

obligation, duty, or liability imposed in this chapter upon the

applicant as a subsidiary company until the Commission has acted

upon such application. Whenever the Commission, on its own motion,

or upon application by the holding company or any subsidiary

company thereof exempted by any order issued under subsection (a)

of this section, or by the subsidiary company exempted by any order

issued under subsection (b) of this section, finds that the

circumstances which gave rise to the issuance of such order no

longer exist, the Commission shall by order revoke such order.

(d) Exemption of specified class or classes of persons

The Commission may, by rules and regulations, conditionally or

unconditionally exempt any specified class or classes of persons

from the obligations, duties, or liabilities imposed upon such

persons as subsidiary companies or affiliates under any provision

or provisions of this chapter, and may provide within the extent of

any such exemption that such specified class or classes of persons

shall not be deemed subsidiary companies or affiliates within the

meaning of any such provision or provisions, if and to the extent

that it deems the exemption necessary or appropriate in the public

interest or for the protection of investors or consumers and not

contrary to the purposes of this chapter.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 3, 49 Stat. 810.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 79z-5, 79z-5b, 79z-5c of

this title; title 26 section 1081.

-CITE-

15 USC Sec. 79d 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79d. Transactions by unregistered holding companies

-STATUTE-

(a) Transactions after December 1, 1935

After December 1, 1935, unless a holding company is registered

under section 79e of this title, it shall be unlawful for such

holding company, directly or indirectly -

(1) to sell, transport, transmit, or distribute, or own or

operate any utility assets for the transportation, transmission,

or distribution of, natural or manufactured gas or electric

energy in interstate commerce;

(2) by use of the mails or any means or instrumentality of

interstate commerce, to negotiate, enter into, or take any step

in the performance of, any service, sales, or construction

contract undertaking to perform services or construction work

for, or sell goods to, any public-utility company or holding

company;

(3) to distribute or make any public offering for sale or

exchange of any security of such holding company, any subsidiary

company or affiliate of such holding company, any public-utility

company, or any holding company, by use of the mails or any means

or instrumentality of interstate commerce, or to sell any such

security having reason to believe that such security, by use of

the mails or any means or instrumentality of interstate commerce,

will be distributed or made the subject of a public offering;

(4) by use of the mails or any means or instrumentality of

interstate commerce, to acquire or negotiate for the acquisition

of any security or utility assets of any subsidiary company or

affiliate of such holding company, any public-utility company, or

any holding company;

(5) to engage in any business in interstate commerce; or

(6) to own, control, or hold with power to vote, any security

of any subsidiary company thereof that does any of the acts

enumerated in paragraphs (1) to (5) of this subsection.

(b) Outstanding securities held by nonresidents; registration

Every holding company which has outstanding any security any of

which, by use of the mails or any means or instrumentality of

interstate commerce, has been distributed or made the subject of a

public offering subsequent to January 1, 1925, and any of which

security was owned or held on October 1, 1935 (or, if such company

is not a holding company on that date, on the date such company

becomes a holding company) by persons not resident in the State in

which such holding company is organized, shall register under

section 79e of this title on or before December 1, 1935 or the

thirtieth day after such company becomes a holding company,

whichever date is later.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 4, 49 Stat. 812.)

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 79z-3 of this title.

-CITE-

15 USC Sec. 79e 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79e. Registration of holding companies

-STATUTE-

(a) Notification of registration; effective date of registration

On or at any time after October 1, 1935, any holding company or

any person purposing to become a holding company may register by

filing with the Commission a notification of registration, 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 or consumers. A person shall be deemed to

be registered upon receipt by the Commission of such notification

of registration.

(b) Registration statement; contents

It shall be the duty of every registered holding company to file

with the Commission, within such reasonable time after registration

as the Commission shall fix by rules and regulations or order, a

registration statement in such form as the Commission shall by

rules and regulations or order prescribe as necessary or

appropriate in the public interest or for the protection of

investors or consumers. Such registration statement shall include

(1) such copies of the charter or articles of incorporation,

partnership, or agreement, with all amendments thereto, and the

bylaws, trust indentures, mortgages, underwriting arrangements,

voting-trust agreements, and similar documents, by whatever name

known, of or relating to the registrant or any of its associate

companies 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;

(2) such information in such form and in such detail relating

to, and copies of such documents of or relating to, the

registrant and its associate companies 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 organization and financial structure of such

companies and the nature of their business;

(B) the terms, position, rights, and privileges of the

different classes of their securities outstanding;

securities, during not more than the five preceding years, have

been offered to the public or otherwise disposed of and the

relations of underwriters to, and their interest in, such

companies;

(D) the directors and officers of such companies, their

remuneration, their interest in the securities of, their

material contracts with, and their borrowings from, any of such

companies;

(E) bonus and profit-sharing arrangements;

(F) material contracts, not made in the ordinary course of

business, and service, sales, and construction contracts;

(G) options in respect of securities;

(H) balance sheets 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;

(I) profit and loss statements 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;

(3) such further information or documents regarding the

registrant or its associate companies or the relations between

them 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.

The Commission by such rules and regulations or order as it deems

necessary or appropriate in the public interest or for the

protection of investors or consumers, may permit a registrant to

file a preliminary registration statement without complying with

the provisions of subsection (b) of this section; but every

registrant shall file a complete registration statement with the

Commission within such reasonable period of time as the Commission

shall fix by rules and regulations or order, but not later than one

year after the date of registration.

(d) Cessation of existence as holding company

Whenever the Commission, upon application, finds that a

registered holding company has ceased to be a holding company, it

shall so declare by order and upon the taking effect of such order

the registration of such company shall, upon such terms and

conditions as the Commission finds and in such order prescribes as

necessary for the protection of investors, cease to be in effect.

The denial of any such application by the Commission shall be by

order.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 5, 49 Stat. 812.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 79b, 79d, 79n of this

title.

-CITE-

15 USC Sec. 79f 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79f. Unlawful transactions by registered companies

-STATUTE-

(a) Issuing, selling, or altering rights of stockholders to

declaration

Except in accordance with a declaration effective under section

79g of this title and with the order under such section permitting

such declaration to become effective, it shall be unlawful for any

registered holding company or subsidiary company thereof, by use of

the mails or any means or instrumentality of interstate commerce,

or otherwise, directly or indirectly (1) to issue or sell any

security of such company; or (2) to exercise any privilege or right

to alter the priorities, preferences, voting power, or other rights

of the holders of an outstanding security of such company.

(b) Exemptions from operation of subsection (a)

The provisions of subsection (a) of this section shall not apply

to the issue, renewal, or guaranty by a registered holding company

or subsidiary company thereof of a note or draft (including the

pledge of any security as collateral therefor) if such note or

draft (1) is not part of a public offering, (2) matures or is

renewed for not more than nine months, exclusive of days of grace,

after the date of such issue, renewal, or guaranty thereof, and (3)

aggregates (together with all other then outstanding notes and

drafts of a maturity of nine months or less, exclusive of days of

grace, as to which such company is primarily or secondarily liable)

not more than 5 per centum of the principal amount and par value of

the other securities of such company then outstanding, or such

greater per centum thereof as the Commission upon application may

by order authorize as necessary or appropriate in the public

interest or for the protection of investors or consumers. In the

case of securities having no principal amount or no par value, the

value for the purposes of this subsection shall be the fair market

value as of the date of issue. The Commission by rules and

regulations or order, subject to such terms and conditions as it

deems appropriate in the public interest or for the protection of

investors or consumers, shall exempt from the provisions of

subsection (a) of this section the issue or sale of any security by

any subsidiary company of a registered holding company, if the

issue and sale of such security are solely for the purpose of

financing the business of such subsidiary company and have been

expressly authorized by the State commission of the State in which

such subsidiary company is organized and doing business, or if the

issue and sale of such security are solely for the purpose of

financing the business of such subsidiary company when such

subsidiary company is not a holding company, a public-utility

company, an investment company, or a fiscal or financing agency of

a holding company, a public utility company, or an investment

company. The provisions of subsection (a) of this section shall

not apply to the issue, by a registered holding company or

subsidiary company thereof, of a security issued pursuant to the

terms of any security outstanding on January 1, 1935, giving the

holder of such outstanding security the right to convert such

outstanding security into another security of the same issuer or of

another person, or giving the right to subscribe to another

security of the same issuer or another issuer. Within ten days

after any issue, sale, renewal, or guaranty exempted from the

application of subsection (a) of this section by or under authority

of this subsection, such holding company or subsidiary company

thereof shall file with the Commission a certificate of

notification in such form and setting forth such of the information

required in a declaration under section 79g of this title 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.

subsidiary to sell

It shall be unlawful, by use of the mails or any means or

instrumentality of interstate commerce, or otherwise, for any

registered holding company or any subsidiary company thereof,

directly or indirectly -

(1) to sell or offer for sale or to cause to be sold or offered

for sale, from house to house, any security of such holding

company; or

(2) to cause any officer or employee of any subsidiary company

of such holding company to sell or cause to be sold any security

of such holding company.

As used in this subsection the term ''house'' shall not include an

office used for business purposes.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 6, 49 Stat. 814.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 79g of this title.

-CITE-

15 USC Sec. 79g 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79g. Declarations by registered companies in respect to

security transactions

-STATUTE-

(a) Contents

A registered holding company or subsidiary company thereof may

file a declaration with the Commission, regarding any of the acts

enumerated in subsection (a) of section 79f of this title, 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 or consumers. Such declaration shall

include -

(1) such of the information and documents which are required to

be filed in order to register a security under section 77g of

this title, 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

(2) such additional information, in such form and detail, and

such documents regarding the declarant or any associate company

thereof, the particular security and compliance with such State

laws as may apply to the act in question 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) Effective date of declaration; order of Commission

A declaration filed under this section shall become effective

within such reasonable period of time after the filing thereof as

the Commission shall fix by rules and regulations or order, unless

the Commission prior to the expiration of such period shall have

issued an order to the declarant to show cause why such declaration

should become effective. Within a reasonable time after an

opportunity for hearing upon an order to show cause under this

subsection, unless the declarant shall withdraw its declaration,

the Commission shall enter an order either permitting such

declaration to become effective as filed or amended, or refusing to

permit such declaration to become effective. Amendments to a

declaration may be made upon such terms and conditions as the

Commission may prescribe.

effective

The Commission shall not permit a declaration regarding the issue

or sale of a security to become effective unless it finds that -

(1) such security is (A) a common stock having a par value and

being without preference as to dividends or distribution over,

and having at least equal voting rights with, any outstanding

security of the declarant; (B) a bond (i) secured by a first lien

on physical property of the declarant, or (ii) secured by an

obligation of a subsidiary company of the declarant secured by a

first lien on physical property of such subsidiary company, or

(iii) secured by any other assets of the type and character which

the Commission by rules and regulations or order may prescribe as

appropriate in the public interest or for the protection of

investors; (C) a guaranty of, or assumption of liability on, a

security of another company; or (D) a receiver's or trustee's

certificate duly authorized by the appropriate court or courts;

(2) such security is to be issued or sold solely (A) for the

purpose of refunding, extending, exchanging, or discharging an

outstanding security of the declarant and/or a predecessor

company thereof or for the purpose of effecting a merger,

consolidation, or other reorganization; (B) for the purpose of

financing the business of the declarant as a public-utility

company; (C) for the purpose of financing the business of the

declarant, when the declarant is neither a holding company nor a

public-utility company; and/or (D) for necessary and urgent

corporate purposes of the declarant where the requirements of the

provisions of paragraph (1) of this subsection would impose an

unreasonable financial burden upon the declarant and are not

necessary or appropriate in the public interest or for the

protection of investors or consumers; or

(3) such security is one the issuance of which was authorized

by the company prior to January 1, 1935, and which the Commission

by rules and regulations or order authorizes as necessary or

appropriate in the public interest or for the protection of

investors or consumers.

(d) Conditions having permission of effectiveness

If the requirements of subsections (c) and (g) of this section

are satisfied, the Commission shall permit a declaration regarding

the issue or sale of a security to become effective unless the

Commission finds that -

(1) the security is not reasonably adapted to the security

structure of the declarant and other companies in the same

holding-company system;

(2) the security is not reasonably adapted to the earning power

of the declarant;

(3) financing by the issue and sale of the particular security

is not necessary or appropriate to the economical and efficient

operation of a business in which the applicant lawfully is

engaged or has an interest;

(4) the fees, commissions, or other remuneration, to whomsoever

paid, directly or indirectly, in connection with the issue, sale,

or distribution of the security are not reasonable;

(5) in the case of a security that is a guaranty of, or

assumption of liability on, a security of another company, the

circumstances are such as to constitute the making of such

guaranty or the assumption of such liability an improper risk for

the declarant; or

(6) the terms and conditions of the issue or sale of the

security are detrimental to the public interest or the interest

of investors or consumers.

(e) Declaration regarding alterations, priorities, voting power,

and other rights of security holders

If the requirements of subsection (g) of this section are

satisfied, the Commission shall permit a declaration to become

effective regarding the exercise of a privilege or right to alter

the priorities, preferences, voting power, or other rights of the

holders of an outstanding security unless the Commission finds that

such exercise of such privilege or right will result in an unfair

or inequitable distribution of voting power among holders of the

securities of the declarant or is otherwise detrimental to the

public interest or the interest of investors or consumers.

(f) Order permitting declaration to become effective

Any order permitting a declaration to become effective may

contain such terms and conditions as the Commission finds necessary

to assure compliance with the conditions specified in this section.

(g) Compliance with State laws as condition to permission of

effectiveness

If a State commission or State securities commission, having

jurisdiction over any of the acts enumerated in subsection (a) of

section 79f of this title, shall inform the Commission, upon

request by the Commission for an opinion or otherwise, that State

laws applicable to the act in question have not been complied with,

the Commission shall not permit a declaration regarding the act in

question to become effective until and unless the Commission is

satisfied that such compliance has been effected.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 7, 49 Stat. 815.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 79f of this title.

-CITE-

15 USC Sec. 79h 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79h. Acquiring interest in electric and gas companies serving

same territory

-STATUTE-

Whenever a State law prohibits, or requires approval or

authorization of, the ownership or operation by a single company of

the utility assets of an electric utility company and a gas utility

company serving substantially the same territory, it shall be

unlawful for a registered holding company, or any subsidiary

company thereof, by use of the mails or any means or

instrumentality of interstate commerce, or otherwise -

(1) to take any step, without the express approval of the State

commission of such State, which results in its having a direct or

indirect interest in an electric utility company and a gas

utility company serving substantially the same territory; or

(2) if it already has any such interest, to acquire, without

the express approval of the State commission, any direct or

indirect interest in an electric utility company or gas utility

company serving substantially the same territory as that served

by such companies in which it already has an interest.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 8, 49 Stat. 817; Pub. L.

100-181, title IV, Sec. 401, Dec. 4, 1987, 101 Stat. 1259.)

-MISC1-

AMENDMENTS

1987 - Pub. L. 100-181 substituted ''otherwise - '' for

''otherwise, - ''.

-CITE-

15 USC Sec. 79i 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79i. Acquisition of securities and utility assets and other

interests

-STATUTE-

(a) Acquisition prohibited prior to Commission approval

Unless the acquisition has been approved by the Commission under

section 79j of this title, it shall be unlawful -

(1) for any registered holding company or any subsidiary

company thereof, by use of the mails or any means or

instrumentality of interstate commerce, or otherwise, to acquire,

directly or indirectly, any securities or utility assets or any

other interest in any business;

(2) for any person, by use of the mails or any means or

instrumentality of interstate commerce, to acquire, directly or

indirectly, any security of any public-utility company, if such

person is an affiliate under clause (A) of paragraph (11) of

subsection (a) of section 79b of this title, of such company and

of any other public utility or holding company, or will by virtue

of such acquisition become such an affiliate.

(b) Acquisition of utility assets authorized by State Commission;

holding company systems organized in same State

Subsection (a) of this section shall not apply to -

(1) the acquisition by a public-utility company of utility

assets the acquisition of which has been expressly authorized by

a State commission; or

(2) the acquisition by a public-utility company of securities

of a subsidiary public-utility company thereof, provided that

both such public-utility companies and all other public-utility

companies in the same holding-company system are organized in the

same State, that the business of each such company in such system

is substantially confined to such State, and that the acquisition

of such securities has been expressly authorized by the State

commission of such State.

or political subdivision; other securities and commercial paper

held appropriate by Commission

Subsection (a) of this section shall not apply to the acquisition

by a registered holding company, or a subsidiary company thereof,

of -

(1) securities of, or securities the principal or interest of

which is guaranteed by, the United States, a State, or political

subdivision of a State, or any agency, authority, or

instrumentality of any one or more of the foregoing, or any

corporation which is wholly owned, directly or indirectly, by any

one or more of the foregoing;

(2) such other readily marketable securities within the

limitation of such amounts, as the Commission may by rules and

regulations prescribe as appropriate for investment of current

funds and as not detrimental to the public interest or the

interest of investors or consumers; or

(3) such commercial paper and other securities, within such

limitations, as the Commission may by rules and regulations or

order prescribe as appropriate in the ordinary course of business

of a registered holding company or subsidiary company thereof and

as not detrimental to the public interest or the interest of

investors or consumers.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 9, 49 Stat. 817.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79j 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79j. Approval of acquisition of securities and utility assets

and other interests

-STATUTE-

(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,

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.

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.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 10, 49 Stat. 818.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 18, 79i of this title.

-CITE-

15 USC Sec. 79k 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79k. Simplification of holding company systems

-STATUTE-

(a) Examination by Commission with view to simplification

It shall be the duty of the Commission to examine the corporate

structure of every registered holding company and subsidiary

company thereof, the relationships among the companies in the

holding-company system of every such company and the character of

the interests thereof and the properties owned or controlled

thereby to determine the extent to which the corporate structure of

such holding-company system and the companies therein may be

simplified, unnecessary complexities therein eliminated, voting

power fairly and equitably distributed among the holders of

securities thereof, and the properties and business thereof

confined to those necessary or appropriate to the operations of an

integrated public-utility system.

(b) Limitations on operations of holding company systems

It shall be the duty of the Commission, as soon as practicable

after January 1, 1938:

(1) To require by order, after notice and opportunity for

hearing, that each registered holding company, and each

subsidiary company thereof, shall take such action as the

Commission shall find necessary to limit the operations of the

holding-company system of which such company is a part to a

single integrated public-utility system, and to such other

businesses as are reasonably incidental, or economically

necessary or appropriate to the operations of such integrated

public-utility system: Provided, however, That the Commission

shall permit a registered holding company to continue to control

one or more additional integrated public-utility systems, if,

after notice and opportunity for hearing, it finds that -

(A) Each of such additional systems cannot be operated as an

independent system without the loss of substantial economies

which can be secured by the retention of control by such

holding company of such system;

(B) All of such additional systems are located in one State,

or in adjoining States, or in a contiguous foreign country; and

control of such holding company is not so large (considering

the state of the art and the area or region affected) as to

impair the advantages of localized management, efficient

operation, or the effectiveness of regulation.

The Commission may permit as reasonably incidental, or

economically necessary or appropriate to the operations of one or

more integrated public-utility systems the retention of an

interest in any business (other than the business of a

public-utility company as such) which the Commission shall find

necessary or appropriate in the public interest or for the

protection of investors or consumers and not detrimental to the

proper functioning of such system or systems.

(2) To require by order, after notice and opportunity for

hearing, that each registered holding company, and each

subsidiary company thereof, shall take such steps as the

Commission shall find necessary to ensure that the corporate

structure or continued existence of any company in the

holding-company system does not unduly or unnecessarily

complicate the structure, or unfairly or inequitably distribute

voting power among security holders, of such holding-company

system. In carrying out the provisions of this paragraph the

Commission shall require each registered holding company (and any

company in the same holding-company system with such holding

company) to take such action as the Commission shall find

necessary in order that such holding company shall cease to be a

holding company with respect to each of its subsidiary companies

which itself has a subsidiary company which is a holding

company. Except for the purpose of fairly and equitably

distributing voting power among the security holders of such

company, nothing in this paragraph shall authorize the Commission

to require any change in the corporate structure or existence of

any company which is not a holding company, or of any company

whose principal business is that of a public-utility company.

The Commission may by order revoke or modify any order previously

made under this subsection, if, after notice and opportunity for

hearing, it finds that the conditions upon which the order was

predicated do not exist. Any order made under this subsection

shall be subject to judicial review as provided in section 79x of

this title.

Any order under subsection (b) of this section shall be complied

with within one year from the date of such order; but the

Commission shall, upon a showing (made before or after the entry of

such order) that the applicant has been or will be unable in the

exercise of due diligence to comply with such order within such

time, extend such time for an additional period not exceeding one

year if it finds such extension necessary or appropriate in the

public interest or for the protection of investors or consumers.

(d) Court enforcement of order for simplification; appointment of

trustee; disposition of assets; reorganization plan

The Commission may apply to a court, in accordance with the

provisions of subsection (f) (FOOTNOTE 1) of section 79r of this

title, to enforce compliance with any order issued under subsection

(b) of this section. In any such proceeding, the court as a court

of equity may, to such extent as it deems necessary for purposes of

enforcement of such order, take exclusive jurisdiction and

possession of the company or companies and the assets thereof,

wherever located; and the court shall have jurisdiction, in any

such proceeding, to appoint a trustee, and the court may constitute

and appoint the Commission as sole trustee, to hold or administer

under the direction of the court the assets so possessed. In any

proceeding for the enforcement of an order of the Commission issued

under subsection (b) of this section, the trustee with the approval

of the court shall have power to dispose of any or all of such

assets and, subject to such terms and conditions as the court may

prescribe, may make such disposition in accordance with a fair and

equitable reorganization plan which shall have been approved by the

Commission after opportunity for hearing. Such reorganization plan

may be proposed in the first instance by the Commission, or,

subject to such rules and regulations as the Commission may deem

necessary or appropriate in the public interest or for the

protection of investors, by any person having a bona fide interest

(as defined by the rules and regulations of the Commission) in the

reorganization.

(FOOTNOTE 1) See References in Text note below.

(e) Submission by company of plan for simplification; court

enforcement of order of approval; appointment of trustee

In accordance with such rules and regulations or order as the

Commission may deem necessary or appropriate in the public interest

or for the protection of investors or consumers, any registered

holding company or any subsidiary company of a registered holding

company may, at any time after January 1, 1936, submit a plan to

the Commission for the divestment of control, securities, or other

assets, or for other action by such company or any subsidiary

company thereof for the purpose of enabling such company or any

subsidiary company thereof to comply with the provisions of

subsection (b) of this section. If, after notice and opportunity

for hearing, the Commission shall find such plan, as submitted or

as modified, necessary to effectuate the provisions of subsection

(b) of this section and fair and equitable to the persons affected

by such plan, the Commission shall make an order approving such

plan; and the Commission, at the request of the company, may apply

to a court, in accordance with the provisions of subsection (f)

(FOOTNOTE 1) of section 79r of this title, to enforce and carry out

the terms and provisions of such plan. If, upon any such

application, the court, after notice and opportunity for hearing,

shall approve such plan as fair and equitable and as appropriate to

effectuate the provisions of this section, the court as a court of

equity may, to such extent as it deems necessary for the purpose of

carrying out the terms and provisions of such plan, take exclusive

jurisdiction and possession of the company or companies and the

assets thereof, wherever located; and the court shall have

jurisdiction to appoint a trustee, and the court may constitute and

appoint the Commission as sole trustee, to hold or administer,

under the direction of the court and in accordance with the plan

theretofore approved by the court and the Commission, the assets so

possessed.

(f) Commission as trustee; submission of reorganization plan by

Commission or interested party

In any proceeding in a court of the United States, whether under

this section or otherwise, in which a receiver or trustee is

appointed for any registered holding company, or any subsidiary

company thereof, the court may constitute and appoint the

Commission as sole trustee or receiver, subject to the directions

and orders of the court, whether or not a trustee or receiver shall

theretofore have been appointed, and in any such proceeding the

court shall not appoint any person other than the Commission as

trustee or receiver without notifying the Commission and giving it

an opportunity to be heard before making any such appointment. In

no proceeding under this section or otherwise shall the Commission

be appointed as trustee or receiver without its express consent.

In any such proceeding a reorganization plan for a registered

holding company or any subsidiary company thereof shall not become

effective unless such plan shall have been approved by the

Commission after opportunity for hearing prior to its submission to

the court. Notwithstanding any other provision of law, any such

reorganization plan may be proposed in the first instance by the

Commission or, subject to such rules and regulations as the

Commission may deem necessary or appropriate in the public interest

or for the protection of investors, by any person having a bona

fide interest (as defined by the rules and regulations of the

Commission) in the reorganization. The Commission may, by such

rules and regulations or order as it may deem necessary or

appropriate in the public interest or for the protection of

investors or consumers, require that any or all fees, expenses, and

remuneration, to whomsoever paid, in connection with any

reorganization, dissolution, liquidation, case under title 11, or

receivership of a registered holding company or subsidiary company

thereof, in any such proceeding, shall be subject to approval by

the Commission.

(g) Solicitation of proxies, powers of attorney, etc., in respect

of reorganization plan

It shall be unlawful for any person to solicit or permit the use

of his or its name to solicit, by use of the mails or any means or

instrumentality of interstate commerce, or otherwise, any proxy,

consent, authorization, power of attorney, deposit, or dissent in

respect of any reorganization plan of a registered holding company

or any subsidiary company thereof under this section, or otherwise,

or in respect of any plan under this section for the divestment of

control, securities, or other assets, or for the dissolution of any

registered holding company or any subsidiary company thereof,

unless -

(1) the plan has been proposed by the Commission, or the plan

and such information regarding it and its sponsors as the

Commission may deem necessary or appropriate in the public

interest or for the protection of investors or consumers has been

submitted to the Commission by a person having a bona fide

interest (as defined by the rules and regulations of the

Commission) in such reorganization;

(2) each such solicitation is accompanied or preceded by a copy

of a report on the plan which shall be made by the Commission

after an opportunity for a hearing on the plan and other plans

submitted to it, or by an abstract of such report made or

approved by the Commission; and

(3) each such solicitation is made not in contravention of such

rules and regulations or orders as the Commission may deem

necessary or appropriate in the public interest or for the

protection of investors or consumers.

Nothing in this subsection or the rules and regulations thereunder

shall prevent any person from appearing before the Commission or

any court through an attorney or proxy.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 11, 49 Stat. 820; Pub. L.

95-598, title III, Sec. 309, Nov. 6, 1978, 92 Stat. 2676.)

-REFTEXT-

REFERENCES IN TEXT

Subsection (f) of section 79r of this title, referred to in

subsecs. (d) and (e), was redesignated as subsection (e) of that

section by Pub. L. 100-181, title IV, Sec. 402(1), Dec. 4, 1987,

101 Stat. 1259.

-MISC2-

AMENDMENTS

1978 - Subsec. (f). Pub. L. 95-598 substituted ''case under title

11'' for ''bankruptcy''.

EFFECTIVE DATE OF 1978 AMENDMENT

Amendment by Pub. L. 95-598 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.

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-MISC5-

GAS RELATED ACTIVITIES

Pub. L. 101-572, Nov. 15, 1990, 104 Stat. 2810, provided that:

''SECTION 1. SHORT TITLE.

''This Act may be cited as the 'Gas Related Activities Act of

1990'.

''SEC. 2. RULE OF CONSTRUCTION.

''(a) Treatment of Certain Acquisitions Involving Gas Companies

or Gas Transportation or Storage. - The acquisition by a registered

company of any interest in any natural gas company or of any

interest in any company organized to participate in activities

involving the transportation or storage of natural gas, shall be

deemed, for the purposes of section 11(b)(1) of the Act (15 U.S.C.

79k(b)(1)), to be reasonably incidental or economically necessary

or appropriate to the operation of such gas utility companies.

''(b) Treatment of Acquisitions Related to Supply of Natural Gas;

Commission Determination of Customer Interest. - The acquisition by

a registered company of any interest in any company organized to

participate in activities (other than those of a natural gas

company or involving the transportation or storage of natural gas)

related to the supply of natural gas, including exploration,

development, production, marketing, manufacture, or other similar

activities related to the supply of natural or manufactured gas,

shall be deemed, for purposes of section 11(b)(1) of the Act (15

U.S.C. 79k(b)(1)), to be reasonably incidental or economically

necessary or appropriate to the operation of such gas utility

companies, if -

''(1) the Commission determines, after notice and opportunity

for hearing in which the company proposing the acquisition shall

have the burden of proving, that such acquisition is in the

interest of consumers of each gas utility company of such

registered company or consumers of any other subsidiary of such

registered company; and

''(2) the Commission determines that such acquisition will not

be detrimental to the interest of consumers of any such gas

utility company or other subsidiary or to the proper functioning

of the registered holding company system.

''(c) Case-By-Case Decisions Required. - Each such determination

under this section shall be made on a case-by-case basis, and not

be based on any preset criteria.

''(d) Savings Provision. - Nothing herein shall be construed to

affect the applicability of any other provisions of the Act to the

acquisition or retention of any such interest by any such company.

''(e) Definitions. - For purposes of this section -

''(1) the term 'registered company' means a company registered

under the Act solely by reason of direct or indirect ownership of

voting securities of one or more gas utility companies, or any

subsidiary company of such registered company;

''(2) the term 'natural gas company' has the meaning given such

term under the Natural Gas Act (15 U.S.C. 717(a) et seq.) (15

U.S.C. 717 et seq.; term defined in 15 U.S.C. 717a); and

''(3) the term 'the Act' means the Public Utility Holding

Company Act of 1935 (15 U.S.C. 79 et seq.).''

COGENERATION ACTIVITIES BY GAS UTILITY HOLDING COMPANY SYSTEMS

Pub. L. 99-186, Dec. 18, 1985, 99 Stat. 1180, as amended by Pub.

L. 99-553, Oct. 27, 1986, 100 Stat. 3087; Pub. L. 102-486, title

VII, Sec. 713, Oct. 24, 1992, 106 Stat. 2911, provided that:

''Section 1. Notwithstanding section 11(b)(1) of the Public

Utility Holding Company Act of 1935 (15 U.S.C. 79k(b)(1)), a

company registered under said Act (15 U.S.C. 79 et seq.), or a

subsidiary company of such registered company, may acquire or

retain, in any geographic area, an interest in any qualifying

cogeneration facilities and qualifying small power production

facilities as defined pursuant to the Public Utility Regulatory

Policies Act of 1978 (see Short Title note set out under 16 U.S.C.

2601), and shall qualify for any exemption relating to the Public

Utility Holding Company Act of 1935 prescribed pursuant to section

210 of the Public Utility Regulatory Policies Act of 1978 (16

U.S.C. 824a-3).

''Sec. 2. Nothing herein shall be construed to affect the

applicability of section 3(17)(C) or section 3(18)(B) of the

Federal Power Act (16 U.S.C. 796(17)(C), (18)(B)) or any provision

of the Public Utility Holding Company Act of 1935, other than

section 11(b)(1), to the acquisition or retention of any such

interest by any such company.''

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 79j, 79z-3, 79z-5a,

79z-5b, 79z-5c of this title; title 26 sections 1081, 1083; title

42 section 8221.

-CITE-

15 USC Sec. 79l 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79l. Intercompany and other transactions relating to

registered companies

-STATUTE-

(a) Borrowing from other companies in same system

It shall be unlawful for any registered holding company, by use

of the mails or any means or instrumentality of interstate

commerce, or otherwise, directly or indirectly, to borrow, or to

receive any extension of credit or indemnity, from any

public-utility company in the same holding-company system or from

any subsidiary company of such holding company, but it shall not be

unlawful under this subsection to renew, or extend the time of, any

loan, credit, or indemnity outstanding on August 26, 1935.

(b) Loans to other companies in same system

It shall be unlawful for any registered holding company or

subsidiary company thereof, by use of the mails or any means or

instrumentality of interstate commerce, or otherwise, directly or

indirectly, to lend or in any manner extend its credit to or

indemnify any company in the same holding-company system in

contravention of such rules and regulations or orders as the

Commission deems necessary or appropriate in the public interest or

for the protection of investors or consumers or to prevent the

circumvention of the provisions of this chapter or the rules,

regulations, or orders thereunder.

It shall be unlawful for any registered holding company or any

subsidiary company thereof, by use of the mails or any means or

instrumentality of interstate commerce, or otherwise, to declare or

pay any dividend on any security of such company or to acquire,

retire, or redeem any security of such company, in contravention of

such rules and regulations or orders as the Commission deems

necessary or appropriate to protect the financial integrity of

companies in holding-company systems, to safeguard the working

capital of public-utility companies, to prevent the payment of

dividends out of capital or unearned surplus, or to prevent the

circumvention of the provisions of this chapter or the rules,

regulations, or orders thereunder.

(d) Sale of securities of other companies

It shall be unlawful for any registered holding company, by use

of the mails or any means or instrumentality of interstate

commerce, or otherwise, to sell any security which it owns of any

public-utility company, or any utility assets, in contravention of

such rules and regulations or orders regarding the consideration to

be received for such sale, maintenance of competitive conditions,

fees and commissions, accounts, disclosure of interest, and similar

matters as the Commission deems necessary or appropriate in the

public interest or for the protection of investors or consumers or

to prevent the circumvention of the provisions of this chapter or

the rules, regulations, or orders thereunder.

(e) Solicitation of proxies, powers of attorney, etc., regarding

securities

It shall be unlawful for any person to solicit or to permit the

use of his or its name to solicit, by use of the mails or any means

or instrumentality of interstate commerce, or otherwise, any proxy,

power of attorney, consent, or authorization regarding any security

of a registered holding company or a subsidiary company thereof in

contravention of such rules and regulations or orders as the

Commission deems necessary or appropriate in the public interest or

for the protection of investors or consumers or to prevent the

circumvention of the provisions of this chapter or the rules,

regulations, or orders thereunder.

(f) Negotiations or transactions with other companies in

contravention of rules and regulations of Commission

It shall be unlawful for any registered holding company or

subsidiary company thereof, by use of the mails or any means or

instrumentality of interstate commerce, or otherwise, to negotiate,

enter into, or take any step in the performance of any transaction

not otherwise unlawful under this chapter, with any company in the

same holding-company system or with any affiliate of a company in

such holding-company system in contravention of such rules and

regulations or orders regarding reports, accounts, costs,

maintenance of competitive conditions, disclosure of interest,

duration of contracts, and similar matters as the Commission deems

necessary or appropriate in the public interest or for the

protection of investors or consumers or to prevent the

circumvention of the provisions of this chapter or the rules and

regulations thereunder.

(g) Negotiations or transactions by affiliate in contravention of

rules and regulations of Commission

It shall be unlawful for any affiliate of any public-utility

company, by use of the mails or any means or instrumentality of

interstate commerce, or for any affiliate of any public-utility

company engaged in interstate commerce, or of any registered

holding company or any subsidiary company thereof, by use of the

mails or any means or instrumentality of interstate commerce, or

otherwise, to negotiate, enter into, or take any step in the

performance of any transaction not otherwise unlawful under this

chapter, with any such company of which it is an affiliate, in

contravention of such rules and regulations or orders regarding

reports, accounts, costs, maintenance of competitive conditions,

disclosure of interest, duration of contracts, and similar matters

as the Commission deems necessary or appropriate to prevent the

circumvention of the provisions of this chapter.

(h) Political contributions forbidden

It shall be unlawful for any registered holding company, or any

subsidiary company thereof, by use of the mails or any means or

instrumentality of interstate commerce, or otherwise, directly or

indirectly -

(1) to make any contribution whatsoever in connection with the

candidacy, nomination, election or appointment of any person for

or to any office or position in the Government of the United

States, a State, or any political subdivision of a State, or any

agency, authority, or instrumentality of any one or more of the

foregoing; or

(2) to make any contribution to or in support of any political

party or any committee or agency thereof.

The term ''contribution'' as used in this subsection includes any

gift, subscription, loan, advance, or deposit of money or anything

of value, and includes any contract, agreement, or promise, whether

or not legally enforceable, to make a contribution.

(i) Representation before Congress or Commissions; filing statement

of employment, compensation, etc.

It shall be unlawful for any person employed or retained by any

registered holding company, or any subsidiary company thereof, to

present, advocate, or oppose any matter affecting any registered

holding company or any subsidiary company thereof, before the

Congress or any Member or committee thereof, or before the

Commission or Federal Power Commission, or any member, officer, or

employee of either such Commission, unless such person shall file

with the Commission in such form and detail and at such time as the

Commission shall by rules and regulations or order prescribe as

necessary or appropriate in the public interest or for the

protection of investors or consumers, a statement of the subject

matter in respect of which such person is retained or employed, the

nature and character of such retainer or employment, and the amount

of compensation received or to be received by such person, directly

or indirectly, in connection therewith. It shall be the duty of

every such person so employed or retained to file with the

Commission within ten days after the close of each calendar month

during such retainer or employment, in such form and detail as the

Commission shall by rules and regulations or order prescribe as

necessary or appropriate in the public interest or for the

protection of investors or consumers, a statement of the expenses

incurred and the compensation received by such person during such

month in connection with such retainer or employment.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 12, 49 Stat. 823.)

-TRANS-

TRANSFER OF FUNCTIONS

Federal Power Commission terminated and functions, personnel,

property, funds, etc., transferred to Secretary of Energy (except

for certain functions transferred to Federal Energy Regulatory

Commission) by sections 7151(b), 7171(a), 7172(a), 7291, and 7293

of Title 42, The Public Health and Welfare.

For transfer of functions of Securities and Exchange Commission,

with certain exceptions, to Chairman of such Commission, see Reorg.

Plan No. 10 of 1950, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-MISC5-

POLITICAL CONTRIBUTIONS

Definition of term ''contribution or expenditure'' for purposes

of subsec. (h) of this section as including any direct or indirect

payment, distribution, loan, advance, deposit, or gift of money, or

any services, or anything of value (except a loan of money by a

national or State bank made in accordance with the applicable

banking laws and regulations and in the ordinary course of

business) to any candidate, campaign committee, or political party

or organization, in connection with any election to any of the

offices referred to in section 441b of Title 2, The Congress, but

not including (A) communications by a corporation to its

stockholders and executive or administrative personnel and their

families or by a labor organization to its members and their

families on any subject; (B) nonpartisan registration and

get-out-the-vote campaigns by a corporation aimed at its

stockholders and executive or administrative personnel and their

families, or by a labor organization aimed at its members and their

families; and (C) the establishment, administration, and

solicitation of contributions to a separate segregated fund to be

utilized for political purposes by a corporation, labor

organization, membership organization, cooperative, or corporation

without capital stock, see section 441b(b)(2) of Title 2, The

Congress.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in title 2 section 441b.

-CITE-

15 USC Sec. 79m 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79m. Service, sales, and construction contracts

-STATUTE-

(a) Contracts by holding companies

After April 1, 1936, it shall be unlawful for any registered

holding company, by use of the mails or any means or

instrumentality of interstate commerce, or otherwise, to enter into

or take any step in the performance of any service, sales, or

construction contract by which such company undertakes to perform

services or construction work for, or sell goods to, any associate

company thereof which is a public-utility or mutual service

company. This provision shall not apply to such transactions,

involving special or unusual circumstances or not in the ordinary

course of business, as the Commission by rules and regulations or

order may conditionally or unconditionally exempt as being

necessary or appropriate in the public interest or for the

protection of investors or consumers.

(b) Contracts by subsidiary or mutual service companies

After April 1, 1936, it shall be unlawful for any subsidiary

company of any registered holding company or for any mutual service

company, by use of the mails or any means or instrumentality of

interstate commerce, or otherwise, to enter into or take any step

in the performance of any service, sales, or construction contract

by which such company undertakes to perform services or

construction work for, or sell goods to, any associate company

thereof except in accordance with such terms and conditions and

subject to such limitations and prohibitions as the Commission by

rules and regulations or order shall prescribe as necessary or

appropriate in the public interest or for the protection of

investors or consumers and to insure that such contracts are

performed economically and efficiently for the benefit of such

associate companies at cost, fairly and equitably allocated among

such companies. This provision shall not apply to such

transactions as the Commission by rules and regulations or order

may conditionally or unconditionally exempt as being necessary or

appropriate in the public interest or for the protection of

investors or consumers, if such transactions (1) are with any

associate company which does not derive, directly or indirectly,

any material part of its income from sources within the United

States and which is not a public-utility company operating within

the United States, or (2) involve special or unusual circumstances

or are not in the ordinary course of business.

regulation by rules of Commission

The rules and regulations and orders of the Commission under this

section may prescribe, among other things, such terms and

conditions regarding the determination of costs and the allocation

thereof among specified classes of companies and for specified

classes of service, sales, and construction contracts, the duration

of such contracts, the making and keeping of accounts and

cost-accounting procedures, the filing of annual and other periodic

and special reports, the maintenance of competitive conditions, the

disclosure of interests, and similar matters, as the Commission

deems necessary or appropriate in the public interest or for the

protection of investors or consumers.

(d) Application for approval as mutual service company and nature

of business; regulation by rules of Commission

The rules and regulations and orders of the Commission under this

section shall prescribe, among other things, such terms and

conditions regarding the manner in which application may be made

for approval as a mutual service company and the granting and

continuance of such approval, the nature and enforcement of

agreements for the sharing of expenses and distributing of revenues

among member companies, and matters relating to such agreements,

the nature and types of businesses and transactions in which mutual

service companies may engage, and the manner of engaging therein,

and the relations and transactions with member companies and

affiliates, as the Commission deems necessary or appropriate in the

public interest or for the protection of investors or consumers.

The Commission shall not approve, or continue the approval of, any

company as a mutual service company unless the Commission finds

such company is so organized as to ownership, costs, revenues, and

the sharing thereof as reasonably to insure the efficient and

economical performance of service, sales, or construction contracts

by such company for member companies, at cost fairly and equitably

allocated among such member companies, at a reasonable saving to

member companies over the cost to such companies of comparable

contracts performed by independent persons. The Commission, upon

its own motion or at the request of a member company or a State

commission, may, after notice and opportunity for hearing, by order

require a reallocation or reapportionment of costs among member

companies of a mutual service company if it finds the existing

allocation inequitable and may require the elimination of a service

or services to a member company which does not bear its fair

proportion of costs or which, by reason of its size or other

circumstances, does not require such service or services. The

Commission, after notice and opportunity for hearing, by order

shall revoke, suspend, or modify the approval given any mutual

service company if it finds that such company has persistently

violated any provision of this section or any rule, regulation, or

order thereunder.

(e) Contracts by affiliate in contravention of rules and

regulations of Commission

It shall be unlawful for any affiliate of any public-utility

company engaged in interstate commerce, or of any registered

holding company or subsidiary company thereof, by use of the mails

or any means or instrumentality of interstate commerce, or

otherwise, to enter into or take any step in the performance of any

service, sales, or construction contract, by which such affiliate

undertakes to perform services or construction work for, or sell

goods to, any such company of which it is an affiliate, in

contravention of such rules and regulations or orders regarding

reports, accounts, costs, maintenance of competitive conditions,

disclosure of interest, duration of contracts, and similar matters,

as the Commission deems necessary or appropriate to prevent the

circumvention of the provisions of this chapter or the rules,

regulations, or orders thereunder.

(f) Contracts by persons engaged in performance of service, sales

and construction in contravention of rules of Commission

It shall be unlawful for any person whose principal business is

the performance of service, sales, or construction contracts for

public-utility or holding companies, by use of the mails or any

means or instrumentality of interstate commerce, to enter into or

take any step in the performance of any service, sales, or

construction contract with any public-utility company, or for any

such person, by use of the mails or any means or instrumentality of

interstate commerce, or otherwise, to enter into or take any step

in the performance of any service, sales, or construction contract

with any public-utility company engaged in interstate commerce, or

with any registered holding company or any subsidiary company of a

registered holding company, in contravention of such rules and

regulations or orders regarding reports, accounts, costs,

maintenance of competitive conditions, disclosure of interest,

duration of contracts, and similar matters as the Commission deems

necessary or appropriate in the public interest or for the

protection of investors or consumers or to prevent the

circumvention of the provisions of this chapter or the rules,

regulations, or orders thereunder.

(g) Investigations and recommendations by Commission

The Commission, in order to obtain information to serve as a

basis for recommending further legislation, shall from time to time

conduct investigations regarding the making, performance, and costs

of service, sales, and construction contracts with holding

companies and subsidiary companies thereof and with public-utility

companies, the economies resulting therefrom, and the desirability

thereof. The Commission shall report to Congress, from time to

time, the results of such investigations, together with such

recommendations for legislation as it deems advisable. On the

basis of such investigations the Commission shall classify the

different types of such contracts and the work done thereunder, and

shall make recommendations from time to time regarding the

standards and scope of such contracts in relation to public-utility

companies of different kinds and sizes and the costs incurred

thereunder and economies resulting therefrom. Such recommendations

shall be made available to State commissions, public-utility

companies, and to the public in such form and at such reasonable

charge as the Commission may prescribe.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 13, 49 Stat. 825.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 79b, 79n of this title.

-CITE-

15 USC Sec. 79n 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79n. Periodic and other reports

-STATUTE-

Every registered holding company and every mutual service company

shall file with the Commission such annual, quarterly, and other

periodic and special reports, the answers to such specific

questions and the minutes of such directors', stockholders', and

other meetings, 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. Such reports, if

required by the rules and regulations of the Commission, shall be

certified by an independent public accountant, and shall be made

and filed at such time and in such form and detail as the

Commission shall prescribe. The Commission may require that there

be included in reports filed with it such information and documents

as it finds necessary or appropriate to keep reasonably current the

information filed under section 79e or 79m of this title, and such

further information concerning the financial condition, security

structure, security holdings, assets, and cost thereof, wherever

determinable, and affiliations of the reporting company and the

associate companies, member companies, and affiliates thereof as

the Commission deems necessary or appropriate in the public

interest or for the protection of investors or consumers.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 14, 49 Stat. 827.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79o 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79o. Accounts and records

-STATUTE-

(a) Duty of holding companies to keep

Every registered holding company and every subsidiary company

thereof shall make, keep, and preserve for such periods, such

accounts, cost-accounting procedures, correspondence, memoranda,

papers, books, and other records as the Commission deems necessary

or appropriate in the public interest or for the protection of

investors or consumers or for the enforcement of the provisions of

this chapter or the rules, regulations, or orders thereunder.

(b) Duty of affiliates to keep

Every affiliate of a registered holding company or of any

subsidiary company thereof, or of any public-utility company

engaged in interstate commerce or not so engaged, shall make, keep,

and preserve for such periods, such accounts, cost-accounting

procedures, correspondence, memoranda, papers, books, and other

records relating to any transaction of such affiliate which is

subject to any provision of this chapter or any rule, regulation,

or order thereunder, as the Commission deems necessary or

appropriate in the public interest or for the protection of

investors or consumers or for the enforcement of the provisions of

this chapter or the rules, regulations, or orders thereunder.

Every mutual service company, and every affiliate of a mutual

service company as to any transaction of such affiliate which is

subject to any provision of this chapter or any rule, regulation,

or order thereunder, shall make, keep, and preserve for such

periods, such accounts, cost-accounting procedures, correspondence,

memoranda, papers, books, and other records, as the Commission

deems necessary or appropriate in the public interest or for the

protection of investors or consumers or for the enforcement of the

provisions of this chapter or the rules, regulations, or orders

thereunder.

(d) Duty of persons engaged in service, sales, or construction to

keep

Every person whose principal business is the performance of

service, sales, or construction contracts for public-utility or

holding companies shall make, keep, and preserve for such periods,

such accounts, cost-accounting procedures, correspondence,

memoranda, papers, books, and other records, relating to any

transaction by such person which is subject to any provision of

this chapter or any rule, regulation, or order thereunder, as the

Commission deems necessary or appropriate in the public interest or

for the protection of investors or consumers or for the enforcement

of the provisions of this chapter or the rules and regulations

thereunder.

(e) Use of forms other than prescribed by Commission unlawful

After the Commission has prescribed the form and manner of making

and keeping accounts, cost-accounting procedures, correspondence,

memoranda, papers, books, and other records to be kept by any

person hereunder, it shall be unlawful for any such person to keep

any accounts, cost-accounting procedures, correspondence,

memoranda, papers, books, or other records other than those

prescribed or such as may be approved by the Commission, or to keep

his or its accounts, cost-accounting procedures, correspondence,

memoranda, papers, books, or other records in any manner other than

that prescribed or approved by the Commission.

(f) Examinations by Commission

All accounts, cost-accounting procedures, correspondence,

memoranda, papers, books, and other records kept or required to be

kept by persons subject to any provision of this section shall be

subject at any time and from time to time to such reasonable

periodic, special, and other examinations by the Commission, or any

member or representative thereof, as the Commission may prescribe.

The Commission, after notice and opportunity for hearing, may

prescribe the account or accounts in which particular outlays,

receipts, and other transactions shall be entered, charged, or

credited and the manner in which such entry, charge, or credit

shall be made, and may require an entry to be modified or

supplemented so as properly to show the cost of any asset or any

other cost.

(g) Submission by holding company or subsidiary to examination by

holders of securities

It shall be the duty of every registered holding company and of

every subsidiary company thereof and of every affiliate of a

company insofar as such affiliate is subject to any provision of

this chapter or any rule, regulation, or order thereunder, to

submit the accounts, cost-accounting procedures, correspondence,

memoranda, papers, books, and other records of such holding

company, subsidiary company, or affiliate, as the case may be, to

such examinations, in person or by duly appointed attorney, by the

holder of any security of such holding company, subsidiary company,

or affiliate, as the case may be, as the Commission deems necessary

or appropriate in the public interest or for the protection of

investors or consumers.

(h) Submission by mutual service companies and persons engaged in

rendering service to examination by other companies

It shall be the duty of every mutual service company, and of

every affiliate of a mutual service company, and of every person

whose principal business is the performance of service, sales, or

construction contracts for public-utility or holding companies,

insofar as such affiliate or such person is subject to any

provision of this chapter or any rule, regulation, or order

thereunder, to submit the accounts, cost-accounting procedures,

correspondence, memoranda, papers, books, and other records of such

mutual service company, affiliate, or person to such examinations,

in person or by duly appointed attorney, by member companies of

such mutual service company and by public-utility or holding

companies for which such person performs service, sales, or

construction contracts as the Commission deems necessary or

appropriate in the public interest or for the protection of

investors or consumers.

(i) Uniform methods for keeping accounts; power of Commission to

prescribe

The Commission, by such rules and regulations as it deems

necessary or appropriate in the public interest or for the

protection of investors or consumers may prescribe for persons

subject to the provisions of subsections (a), (b), (c), or (d) of

this section uniform methods for keeping accounts required under

any provision of this section, including, among other things, the

manner in which the cost of all assets, whenever determinable,

shall be shown, the methods of classifying and segregating

accounts, and the manner in which cost-accounting procedures shall

be maintained.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 15, 49 Stat. 828.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79p 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79p. Misleading statements, penalty; rights and remedies

additional to those existing under other laws

-STATUTE-

(a) Any person who shall make or cause to be made any statement

in any application, report, registration statement, or document

filed pursuant to any provision of this chapter, or any rule,

regulation, or order thereunder, which statement was at the time

and in the light of the circumstances under which it was made false

or misleading with respect to any material fact shall be liable in

the same manner, to the same extent, and subject to the same

limitations as provided in section 18 of the Securities Exchange

Act of 1934 (15 U.S.C. 78r) with respect to an application, report,

or document filed pursuant to the Securities Exchange Act of 1934

(15 U.S.C. 78a et seq.).

(b) The rights and remedies provided by this chapter, except as

provided in section 79q(b) of this title, shall be in addition to

any and all other rights and remedies that may exist under the

Securities Act of 1933, as amended (15 U.S.C. 77a et seq.), or the

Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), or

otherwise at law or in equity; but no person permitted to maintain

a suit for damages under the provisions of this chapter shall

recover, through satisfaction of judgment in one or more actions, a

total amount in excess of his actual damages on account of the act

complained of.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 16, 49 Stat. 829.)

-REFTEXT-

REFERENCES IN TEXT

The Securities Exchange Act of 1934, referred to in subsecs. (a)

and (b), is act June 6, 1934, ch. 404, 48 Stat. 881, as amended,

which is classified generally to chapter 2B (Sec. 78a et seq.) of

this title. For complete classification of this Act to the Code,

see section 78a of this title and Tables.

The Securities Act of 1933, referred to in subsec. (b), is act

May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, which is

classified generally to subchapter I (Sec. 77a et seq.) of chapter

2A of this title. For complete classification of this Act to the

Code, see section 77a of this title and Tables.

-CITE-

15 USC Sec. 79q 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79q. Officers and directors

-STATUTE-

(a) Statement of ownership of securities; duty to file

Every person who is an officer or director of a registered

holding company shall file with the Commission in such form as the

Commission shall prescribe (1) at the time of the registration of

such holding company, or within ten days after such person becomes

an officer or director, a statement of the securities of such

registered holding company or any subsidiary company thereof of

which he is, directly or indirectly, the beneficial owner, and (2)

within ten days after the close of each calendar month thereafter,

if there has been any change in such ownership during such month, a

statement of such ownership as of the close of such calendar month

and of the changes in such ownership that have occurred during such

calendar month.

(b) Limitation on profits in purchase and sale of securities

For the purpose of preventing the unfair use of information which

may have been obtained by any such officer or director by reason of

his relationship to such registered holding company or any

subsidiary company thereof, any profit realized by any such officer

or director from any purchase and sale, or any sale and purchase,

of any security of such registered holding company or any

subsidiary company thereof within any period of less than six

months, unless such security was acquired in good faith in

connection with a debt previously contracted, shall inure to and be

recoverable by the holding company or subsidiary company in respect

of the security of which such profit was realized, irrespective of

any intention on the part of such officer or director in entering

into such transaction to hold the security purchased or not to

repurchase the security sold for a period of more than six months.

Suit to recover such profit may be instituted at law or in equity

in any court of competent jurisdiction by the company entitled

thereto or by the owner of any security of such company in the name

and in the behalf of such company if such company shall fail or

refuse to bring such suit within sixty days after request or shall

fail diligently to prosecute the same thereafter; but no such suit

shall be brought more than two years after the date such profit was

realized. This subsection shall not cover any transaction where

such person was not an officer or director at the times of the

purchase and sale, or the sale and purchase, of the security

involved, or any transaction or transactions which the Commission

by rules and regulations may, as necessary or appropriate in the

public interest or for the protection of investors or consumers,

exempt as not comprehended within the purpose of this subsection.

Nothing in this subsection shall be construed to give a remedy in

the case of any transaction in respect of which a remedy is given

under subsection (b) of section 78p of this title.

disqualified to serve as officers or directors

After one year from August 26, 1935, no registered holding

company or any subsidiary company thereof shall have, as an officer

or director thereof, any executive officer, director, partner,

appointee, or representative of any bank, trust company, investment

banker, or banking association or firm, or any executive officer,

director, partner, appointee, or representative of any corporation

a majority of whose stock, having the unrestricted right to vote

for the election of directors, is owned by any bank, trust company,

investment banker, or banking association or firm, except in such

cases as rules and regulations prescribed by the Commission may

permit as not adversely affecting the public interest or the

interest of investors or consumers.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 17, 49 Stat. 830.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 79p of this title.

-CITE-

15 USC Sec. 79r 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79r. Investigations, injunctions, and enforcement of law

-STATUTE-

(a) Investigations to determine violations, aid in enforcement and

as basis for recommendations

The Commission, in its discretion, may investigate any facts,

conditions, practices, or matters which it may deem necessary or

appropriate to determine whether any person has violated or is

about to violate any provision of this chapter or any rule or

regulation thereunder, or to aid in the enforcement of the

provisions of this chapter, in the prescribing of rules and

regulations thereunder, or in obtaining information to serve as a

basis for recommending further legislation concerning the matters

to which this chapter relates. The Commission may require or

permit any person to file with it a statement in writing, under

oath or otherwise as it shall determine, as to any or all facts and

circumstances concerning a matter which may be the subject of

investigation. The Commission, in its discretion, may publish, or

make available to State commissions, information concerning any

such subject.

(b) Investigation of business, financial condition, etc., of

companies

The Commission upon its own motion or at the request of a State

commission may investigate, or obtain any information regarding the

business, financial condition, or practices of any registered

holding company or subsidiary company thereof or facts, conditions,

practices, or matters affecting the relations between any such

company and any other company or companies in the same

holding-company system.

For the purpose of any investigation or any other proceeding

under this chapter, any member of the Commission, or any officer

thereof designated by it, is empowered to administer oaths and

affirmations, subpena witnesses, compel their attendance, take

evidence, and require the production of any books, papers,

correspondence, memoranda, contracts, agreements, or other records

which the Commission deems relevant or material to the inquiry.

Such attendance of witnesses and the production of any such records

may be required from any place in any State or in any Territory or

other place subject to the jurisdiction of the United States at any

designated place of hearing.

(d) Court aid to compel giving testimony; penalty for refusal to

testify

In case of contumacy by, or refusal to obey a subpena issued to,

any person, the Commission may invoke the aid of any court of the

United States within the jurisdiction of which such investigation

or proceeding is carried on, or where such person resides or

carries on business, in requiring the attendance and testimony of

witnesses and the production of books, papers, correspondence,

memoranda, contracts, agreements, and other records. And such

court may issue an order requiring such person to appear before the

Commission or member or officer designated by the Commission, there

to produce records, if so ordered, or to give testimony touching

the matter under investigation or in question; and any failure to

obey such order of the court may be punished by such court as a

contempt thereof. All process in any such case may be served in

the judicial district whereof such person is an inhabitant or

wherever he may be found. Any person who, without just cause,

shall fail or refuse to attend and testify or to answer any lawful

inquiry or to produce books, papers, correspondence, memoranda,

contracts, agreements, or other records, if in his or its power so

to do, in obedience to the subpena of the Commission, shall be

guilty of a misdemeanor and, upon conviction, shall be subject to a

fine of not more than $1,000 or to imprisonment for a term of not

more than one year, or both.

(e) Injunctions to restrain violations; prosecutions

Whenever it shall appear to the Commission that any person is

engaged or about to engage in any acts or practices which

constitute or will constitute a violation of the provisions of this

chapter, or of any rule, regulation, or order thereunder, it may in

its discretion bring an action in the proper district court of the

United States or the United States courts of any Territory or other

place subject to the jurisdiction of the United States, to enjoin

such acts or practices and to enforce compliance with this chapter

or any rule, regulation, or order thereunder, and upon a proper

showing a permanent or temporary injunction or decree or

restraining order shall be granted without bond. The Commission

may transmit such evidence as may be available concerning such acts

or practices to the Attorney General, who, in his discretion, may

institute the appropriate criminal proceedings under this chapter.

(f) Mandamus to compel compliance with law

Upon application of the Commission, the district courts of the

United States and the United States courts of any Territory or

other place subject to the jurisdiction of the United States shall

have jurisdiction to issue writs of mandamus commanding any person

to comply with the provisions of this chapter or any rule,

regulation, or order of the Commission thereunder.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 18, 49 Stat. 831; June 25,

1936, ch. 804, 49 Stat. 1921; June 25, 1948, ch. 646, Sec. 32(b),

62 Stat. 991; May 24, 1949, ch. 139, Sec. 127, 63 Stat. 107; Pub.

L. 91-452, title II, Sec. 214, Oct. 15, 1970, 84 Stat. 929; Pub. L.

100-181, title IV, Sec. 402, Dec. 4, 1987, 101 Stat. 1259.)

-COD-

CODIFICATION

As originally enacted subsecs. (e) and (f) contained references

to the Supreme Court of the District of Columbia. Act June 25,

1936, substituted ''the district court of the United States for the

District of Columbia'' for ''the Supreme Court of the District of

Columbia''. Pub. L. 100-181 struck out reference to the district

court of the United States for the District of Columbia.

Previously, act June 25, 1948, as amended by act May 24, 1949, had

substituted ''United States District Court for the District of

Columbia'' for ''district court of the United States for the

District of Columbia'', but such words had been editorially

eliminated as superfluous in view of section 132(a) of Title 28,

Judiciary and Judicial Procedure, which provides that ''There shall

be in each judicial district a district court which shall be a

court of record known as the United States District Court for the

district'', and section 88 of Title 28 which provides that ''the

District of Columbia constitutes one judicial district''.

-MISC3-

AMENDMENTS

1987 - Subsecs. (e) to (g). Pub. L. 100-181 redesignated subsecs.

(f) and (g) as (e) and (f), respectively, and, in each, struck out

'', the district court of the United States for the District of

Columbia,'' after ''district courts of the United States''. See

Codification note above.

1970 - Subsec. (e). Pub. L. 91-452 struck out subsec. (e) which

related to immunity from prosecution of any individual compelled to

testify or produce evidence, documentary or otherwise, after

claiming his privilege against self-incrimination.

EFFECTIVE DATE OF 1970 AMENDMENT

Amendment by Pub. L. 91-452 effective on sixtieth day following

Oct. 15, 1970, see section 260 of Pub. L. 91-452, set out as an

Effective Date; Savings Provision note under section 6001 of Title

18, Crimes and Criminal Procedure.

SAVINGS PROVISION

Amendment by Pub. L. 91-452 not to affect any immunity to which

any individual is entitled under this section by reason of any

testimony given before the sixtieth day following Oct. 15, 1970,

see section 260 of Pub. L. 91-452, set out as an Effective Date;

Savings Provision note under section 6001 of Title 18, Crimes and

Criminal Procedure.

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 78u, 79k of this title.

-CITE-

15 USC Sec. 79s 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79s. Hearings before Commission

-STATUTE-

Hearings may be public and may be held before the Commission, any

member or members thereof, or any officer or officers of the

Commission designated by it, and appropriate records thereof shall

be kept. In any proceeding before the Commission, the Commission,

in accordance with such rules and regulations as it may prescribe,

shall admit as a party any interested State, State commission,

State securities commission, municipality, or other political

subdivision of a State, and may admit as a party any representative

of interested consumers or security holders, or any other person

whose participation in the proceedings may be in the public

interest or for the protection of investors or consumers.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 19, 49 Stat. 832.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79t 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79t. Rules, regulations, and orders

-STATUTE-

(a) Authority of Commission to make

The Commission shall have authority from time to time to make,

issue, amend, and rescind such rules and regulations and such

orders as it may deem necessary or appropriate to carry out the

provisions of this chapter, including rules and regulations

defining accounting, technical, and trade terms used in this

chapter. Among other things, the Commission shall have authority,

for the purposes of this chapter, to prescribe the form or forms in

which information required in any statement, declaration,

application, report, or other document filed with the Commission

shall be set forth, the items or details to be shown in balance

sheets, profit and loss statements, and surplus accounts, the

manner in which the cost of all assets, whenever determinable,

shall be shown in regard to such statements, declarations,

applications, reports, and other documents filed with the

Commission, or accounts required to be kept by the rules,

regulations, or orders of the Commission, and the methods to be

followed in the keeping of accounts and cost-accounting procedures

and the preparation of reports, in the segregation and allocation

of costs, in the determination of liabilities, in the determination

of depreciation and depletion, in the differentiation of recurring

and nonrecurring income, in the differentiation of investment and

operating income, and in the keeping or preparation, where the

Commission deems it necessary or appropriate, of separate or

consolidated balance sheets or profit and loss statements for any

companies in the same holding-company system.

(b) Consistency with laws of United States or States

In the case of the accounts of any company whose methods of

accounting are prescribed under the provisions of any law of the

United States or of any State, the rules and regulations or orders

of the Commission in respect of accounts shall not be inconsistent

with the requirements imposed by such law or any rule or regulation

thereunder; nor shall anything in this chapter relieve any

public-utility company from the duty to keep the accounts, books,

records, or memoranda which may be required to be kept by the law

of any State in which it operates or by the State Commission of any

such State. But this provision shall not prevent the Commission

from imposing such additional requirements regarding reports or

accounts as it may deem necessary or appropriate in the public

interest or for the protection of investors or consumers.

The rules and regulations of the Commission shall be effective

upon publication in the manner which the Commission shall

prescribe. For the purpose of its rules, regulations, or orders

the Commission may classify persons and matters within its

jurisdiction and prescribe different requirements for different

classes of persons or matters. Orders of the Commission under this

chapter shall be issued only after opportunity for hearing.

(d) Filing information or documents by reference

The Commission, by such rules and regulations or order as it

deems necessary or appropriate in the public interest or for the

protection of investors or consumers, may authorize the filing of

any information or documents required to be filed with the

Commission under this chapter, or under the Securities Act of 1933,

as amended (15 U.S.C. 77a et seq.), or under the Securities

Exchange Act of 1934 (15 U.S.C. 78a et seq.), by incorporating by

reference any information or documents theretofore or concurrently

filed with the Commission under this chapter or either of such

Acts. No provision of this chapter imposing any liability shall

apply to any act done or omitted in good faith in conformity with

any rule, regulation, or order of the Commission, notwithstanding

that such rule, regulation, or order may, after such act or

omission, be amended or rescinded or be determined by judicial or

other authority to be invalid for any reason.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 20, 49 Stat. 833.)

-REFTEXT-

REFERENCES IN TEXT

The Securities Act of 1933, referred to in subsec. (d), is act

May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, which is

classified generally to subchapter I (Sec. 77a et seq.) of chapter

2A of this title. For complete classification of this Act to the

Code, see section 77a of this title and Tables.

The Securities Exchange Act of 1934, referred to in subsec. (d),

is act June 6, 1934, ch. 404, 48 Stat. 881, as amended, which is

classified generally to chapter 2B (Sec. 78a et seq.) of this

title. For complete classification of this Act to the Code, see

section 78a of this title and Tables.

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79u 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79u. Effect on other laws

-STATUTE-

Nothing in this chapter shall affect (1) the jurisdiction of the

Commission under the Securities Act of 1933, as amended (15 U.S.C.

77a et seq.), or the Securities Exchange Act of 1934 (15 U.S.C. 78a

et seq.) over any person, security, or contract, or (2) the rights,

obligations, duties, or liabilities of any person under such Acts;

nor shall anything in this chapter affect the jurisdiction of any

other commission, board, agency, or officer of the United States or

of any State or political subdivision of any State, over any

person, security, or contract, insofar as such jurisdiction does

not conflict with any provision of this chapter or any rule,

regulation, or order thereunder.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 21, 49 Stat. 834.)

-REFTEXT-

REFERENCES IN TEXT

The Securities Act of 1933, referred to in text, is act May 27,

1933, ch. 38, title I, 48 Stat. 74, as amended, which is classified

generally to subchapter I (Sec. 77a et seq.) of chapter 2A of this

title. For complete classification of this Act to the Code, see

section 77a of this title and Tables.

The Securities Exchange Act of 1934, referred to in text, is act

June 6, 1934, ch. 404, 48 Stat. 881, as amended, which is

classified generally to chapter 2B (Sec. 78a et seq.) of this

title. For complete classification of this Act to the Code, see

section 78a of this title and Tables.

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79v 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79v. Information filed with Commission

-STATUTE-

(a) Public disclosure of information; protection of trade secrets

When in the judgment of the Commission the disclosure of such

information would be in the public interest or the interest of

investors or consumers, the information contained in any statement,

application, declaration, report, or other document filed with the

Commission shall be available to the public, and copies thereof may

be furnished to any person at such reasonable charge and under such

reasonable limitations as the Commission may prescribe: Provided,

however, That nothing in this chapter shall be construed to

require, or to authorize the Commission to require, the revealing

of trade secrets or processes in any application, declaration,

report, or document filed with the Commission under this chapter.

(b) Written objection to public disclosure

Any person filing such application, declaration, report, or

document may make written objection to the public disclosure of

information contained therein, stating the grounds for such

objection, and the Commission is authorized to hear objections in

any such case where it finds it advisable.

personnel

It shall be unlawful for any member, officer, or employee of the

Commission to disclose to any person other than a member, officer,

or employee of the Commission, or to use for personal benefit, any

information contained in any application, declaration, report, or

document filed with the Commission which is not made available to

the public pursuant to this section.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 22, 49 Stat. 834.)

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79w 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79w. Omitted

-COD-

CODIFICATION

Section, act Aug. 26, 1935, ch. 687, title I, Sec. 23, 49 Stat.

834, which required the Securities and Exchange Commission to

submit an annual report to Congress on the work of the Commission,

terminated, effective May 15, 2000, pursuant to section 3003 of

Pub. L. 104-66, as amended, set out as a note under section 1113 of

Title 31, Money and Finance. See, also, page 191 of House Document

No. 103-7.

-CITE-

15 USC Sec. 79x 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79x. Court review of orders

-STATUTE-

(a) Petition; jurisdiction; findings of Commission; additional

evidence; finality

Any person or party aggrieved by an order issued by the

Commission under this chapter may obtain a review of such order in

the United States court of appeals within any circuit wherein such

person resides or has his principal place of business, or in the

United States Court of Appeals for the District of Columbia, by

filing in such court, within sixty days after the entry of such

order, a written petition praying that the order of the Commission

be modified or set aside in whole or in part. A copy of such

petition shall be forthwith transmitted by the clerk of the court

to any member of the Commission, or any officer thereof designated

by the Commission for that purpose, and thereupon the Commission

shall file in the court the record upon which the order complained

of was entered, as provided in section 2112 of title 28. Upon the

filing of such petition such court shall have jurisdiction, which

upon the filing of the record shall be exclusive, to affirm,

modify, or set aside such order, in whole or in part. No objection

to the order of the Commission shall be considered by the court

unless such objection shall have been urged before the Commission

or unless there were reasonable grounds for failure so to do. The

findings of the Commission as to the facts, if supported by

substantial evidence, shall be conclusive. If application is made

to the court for leave to adduce additional evidence, and it is

shown to the satisfaction of the court that such additional

evidence is material and that there were reasonable grounds for

failure to adduce such evidence in the proceeding before the

Commission, the court may order such additional evidence to be

taken before the Commission and to be adduced upon the hearing in

such manner and upon such terms and conditions as to the court may

seem proper. The Commission may modify its findings as to the

facts by reason of the additional evidence so taken, and it shall

file with the court such modified or new findings, which, if

supported by substantial evidence, shall be conclusive, and its

recommendation, if any, for the modification or setting aside of

the original order. The judgment and decree of the court

affirming, modifying, or setting aside, in whole or in part, any

such order of the Commission shall be final, subject to review by

the Supreme Court of the United States upon certiorari or

certification as provided in section 1254 of title 28.

(b) Stay of Commission's order

The commencement of proceedings under subsection (a) of this

section shall not, unless specifically ordered by the court,

operate as a stay of the Commission's order.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 24, 49 Stat. 834; June 25,

1948, ch. 646, Sec. 32(a), 62 Stat. 991; May 24, 1949, ch. 139,

Sec. 127, 63 Stat. 107; Pub. L. 85-791, Sec. 15, Aug. 28, 1958, 72

Stat. 946; Pub. L. 100-181, title IV, Sec. 403, Dec. 4, 1987, 101

Stat. 1259.)

-MISC1-

AMENDMENTS

1987 - Subsec. (a). Pub. L. 100-181 substituted ''section 1254 of

title 28'' for ''sections 239 and 240 of the Judicial Code, as

amended (U.S.C., title 28, secs. 346 and 347)''.

1958 - Subsec. (a). Pub. L. 85-791, in second sentence,

substituted ''transmitted by the clerk of the court to any member

of the Commission, or'' for ''served upon any member of the

Commission, or upon'', substituted ''file in the court'' for

''certify and file in the court a transcript of'', and inserted

''as provided in section 2112 of title 28'', and in third sentence

substituted ''petition'' for ''transcript'' and ''jurisdiction,

which upon the filing of the record shall be exclusive'' for

''exclusive jurisdiction''.

-CHANGE-

CHANGE OF NAME

Act June 25, 1948, eff. Sept. 1, 1948, as amended by act May 24,

1949, substituted ''court of appeals'' for ''circuit court of

appeals''.

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 79k of this title.

-CITE-

15 USC Sec. 79y 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79y. Jurisdiction of offenses and suits

-STATUTE-

The District Courts of the United States and the United States

courts of any Territory or other place subject to the jurisdiction

of the United States shall have jurisdiction of violations of this

chapter or the rules, regulations, or orders thereunder, and,

concurrently with State and Territorial courts, of all suits in

equity and actions at law brought to enforce any liability or duty

created by, or to enjoin any violation of, this chapter or the

rules, regulations, or orders thereunder. Any criminal proceeding

may be brought in the district wherein any act or transaction

constituting the violation occurred. Any suit or action to enforce

any liability or duty created by, or to enjoin any violation of,

this chapter or rules, regulations, or orders thereunder, may be

brought in any such district or in the district wherein the

defendant is an inhabitant or transacts business, and process in

such cases may be served in any district of which the defendant is

an inhabitant or transacts business or wherever the defendant may

be found. Judgments and decrees so rendered shall be subject to

review as provided in sections 1254, 1291, 1292, and 1294 of title

28. No costs shall be assessed for or against the Commission in any

proceeding under this chapter brought by or against the Commission

in any court.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 25, 49 Stat. 835; June 25,

1936, ch. 804, 49 Stat. 1921; June 25, 1948, ch. 646, Sec. 32(b),

62 Stat. 991; May 24, 1949, ch. 139, Sec. 127, 63 Stat. 107; Pub.

L. 100-181, title IV, Sec. 404, Dec. 4, 1987, 101 Stat. 1260.)

-COD-

CODIFICATION

As originally enacted section contained references to the Supreme

Court of the District of Columbia. Act June 25, 1936, substituted

''the district court of the United States for the District of

Columbia'' for ''the Supreme Court of the District of Columbia''.

Pub. L. 100-181 struck out reference to the district court of the

United States for the District of Columbia. Previously, act June

25, 1948, as amended by act May 24, 1949, had substituted ''United

States District Court for the District of Columbia'' for ''district

court of the United States for the District of Columbia'', but such

words had been editorially eliminated as superfluous in view of

section 132(a) of Title 28, Judiciary and Judicial Procedure, which

provides that ''There shall be in each judicial district a district

court which shall be a court of record known as the United States

District Court for the district'', and section 88 of title 28 which

provides that ''the District of Columbia constitutes one judicial

district''.

-MISC3-

AMENDMENTS

1987 - Pub. L. 100-181 struck out '', the district court of the

United States for the District of Columbia,'' after ''District

Courts of the United States'' and substituted ''sections 1254,

1291, 1292, and 1294 of title 28'' for ''sections 128 and 240 of

the Judicial Code, as amended (U.S.C., title 28, secs. 225 and

347), and section 7, as amended, of the Act entitled 'An Act to

establish a court of appeals for the District of Columbia',

approved February 9, 1893 (D.C. Code, title 18, sec. 26)''. See

Codification note above.

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79z 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z. Validity of contracts

-STATUTE-

(a) Waiver provisions

Any condition, stipulation, or provision binding any person to

waive compliance with any provision of this chapter or with any

rule, regulation, or order thereunder shall be void.

(b) Contract provisions in violation of chapter; actual knowledge

of violations

Every contract made in violation of any provision of this chapter

or of any rule, regulation, or order thereunder, and every contract

heretofore or hereafter made, the performance of which involves the

violation of, or the continuance of any relationship or practice in

violation of, any provision of this chapter, or any rule,

regulation, or order thereunder, shall be void (1) as regards the

rights of any person who, in violation of any such provision, rule,

regulation, or order, shall have made or engaged in the performance

of any such contract, and (2) as regards the rights of any person

who, not being a party to such contract, shall have acquired any

right thereunder with actual knowledge of the facts by reason of

which the making or performance of such contract was in violation

of any such provision, rule, regulation, or order.

actual knowledge of violations

Nothing in this chapter shall be construed (1) to affect the

validity of any loan or extension of credit (or any extension or

renewal thereof) made or of any lien created prior or subsequent to

the enactment of this chapter, unless at the time of the making of

such loan or extension of credit (or extension or renewal thereof)

or the creating of such lien, the person making such loan or

extension of credit (or extension or renewal thereof) or acquiring

such lien shall have actual knowledge of facts by reason of which

the making of such loan or extension of credit (or extension or

renewal thereof) or the acquisition of such lien is a violation of

the provisions of this chapter or any rule or regulation

thereunder, or (2) to afford a defense to the collection of any

debt or obligation or the enforcement of any lien by any person who

shall have acquired such debt, obligation, or lien in good faith

for value and without actual knowledge of the violation of any

provision of this chapter or any rule or regulation thereunder

affecting the legality of such debt, obligation, or lien.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 26, 49 Stat. 835.)

-CITE-

15 USC Sec. 79z-1 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z-1. Liability of controlling person; preventing compliance

with law

-STATUTE-

(a) It shall be unlawful for any person, directly or indirectly,

to cause to be done any act or thing through or by means of any

other person which it would be unlawful for such person to do under

the provisions of this chapter or any rule, regulation, or order

thereunder.

(b) It shall be unlawful for any person without just cause to

hinder, delay, or obstruct the making, filing, or keeping of any

information, document, report, record, or account required to be

made, filed, or kept under any provision of this chapter or any

rule, regulation, or order thereunder.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 27, 49 Stat. 836.)

-CITE-

15 USC Sec. 79z-2 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z-2. Representation of guaranty or recommendation by United

States

-STATUTE-

It shall be unlawful for any person in issuing, selling, or

offering for sale any security of a registered holding company or

subsidiary company thereof, to represent or imply in any manner

whatsoever that such security has been guaranteed, sponsored, or

recommended for investment by the United States or any agency or

officer thereof.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 28, 49 Stat. 836.)

-CITE-

15 USC Sec. 79z-3 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z-3. Penalties

-STATUTE-

Any person who willfully violates any provision of this chapter

or any rule, regulation, or order thereunder (other than an order

of the Commission under subsections (b), (d), (e), or (f) of

section 79k of this title), or any person who willfully makes any

statement or entry in any application, report, document, account,

or record filed or kept or required to be filed or kept under the

provisions of this chapter or any rule, regulation, or order

thereunder, knowing such statement or entry to be false or

misleading in any material respect, or any person who willfully

destroys (except after such time as may be prescribed under any

rules or regulations under this chapter), mutilates, alters, or by

any means or device falsifies any account, correspondence,

memorandum, book, paper, or other record kept or required to be

kept under the provisions of this chapter or any rule, regulation,

or order thereunder, shall upon conviction be fined not more than

$10,000 or imprisoned not more than five years, or both, except

that in the case of a violation of a provision of subsection (a) or

(b) of section 79d of this title by a holding company which is not

an individual, the fine imposed upon such holding company shall be

a fine not exceeding $200,000; but no person shall be convicted

under this section for the violation of any rule, regulation, or

order if he proves that he had no knowledge of such rule,

regulation, or order.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 29, 49 Stat. 836; Pub. L.

94-29, Sec. 27(c), June 4, 1975, 89 Stat. 163.)

-MISC1-

AMENDMENTS

1975 - Pub. L. 94-29 substituted ''or imprisoned not more than

five years'' for ''or imprisoned not more than two years''.

EFFECTIVE DATE OF 1975 AMENDMENT

Amendment by Pub. L. 94-29 effective June 4, 1975, see section

31(a) of Pub. L. 94-29, set out as a note under section 78b of this

title.

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79z-4 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z-4. Study of public-utility companies; recommendation

-STATUTE-

The Commission is hereby authorized and directed to make studies

and investigations of public-utility companies, the territories

served or which can be served by public-utility companies, and the

manner in which the same are or can be served, to determine the

sizes, types, and locations of public-utility companies which do or

can operate most economically and efficiently in the public

interest, in the interest of investors and consumers, and in

furtherance of a wider and more economical use of gas and electric

energy; upon the basis of such investigations and studies the

Commission shall make public from time to time its recommendations

as to the type and size of geographically and economically

integrated public-utility systems which, having regard for the

nature and character of the locality served, can best promote and

harmonize the interests of the public, the investor, and the

consumer.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 30, 49 Stat. 837; Pub. L.

100-181, title IV, Sec. 405, Dec. 4, 1987, 101 Stat. 1260.)

-MISC1-

AMENDMENTS

1987 - Pub. L. 100-181 struck out at end ''The Commission is

authorized and directed to make a study of the functions and

activities of investment trusts and investment companies, the

corporate structures, and investment policies of such trusts and

companies, the influence exerted by such trusts and companies upon

companies in which they are interested, and the influence exerted

by interests affiliated with the management of such trusts and

companies upon their investment policies, and to report the results

of its study and its recommendations to the Congress on or before

January 4, 1937.''

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 80a-1, 80b-1 of this

title.

-CITE-

15 USC Sec. 79z-5 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z-5. Hiring and leasing authority of Commission

-STATUTE-

The provisions of section 78d(b) of this title shall be

applicable with respect to the power of the Commission -

(1) to appoint and fix the compensation of such employees as

may be necessary for carrying out its functions under this

chapter, and

(2) to lease and allocate such real property as may be

necessary for carrying out its functions under this chapter.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 31, 49 Stat. 837; Oct. 28,

1949, ch. 782, title XI, Sec. 1106(a), 63 Stat. 972; Pub. L.

101-550, title I, Sec. 104(a), Nov. 15, 1990, 104 Stat. 2713.)

-MISC1-

AMENDMENTS

1990 - Pub. L. 101-550 amended section generally. Prior to

amendment, section related to appointment and compensation of

employees.

1949 - Act Oct. 28, 1949, substituted ''Classification Act of

1949'' for ''Classification Act of 1923''.

REPEALS

Act Oct. 28, 1949, ch. 782, cited as a credit to this section,

was repealed (subject to a savings clause) by Pub. L. 89-554, Sept.

6, 1966, Sec. 8, 80 Stat. 632, 655.

-TRANS-

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, Sec. 1, 2, eff. May 24, 1950, 15 F.R. 3175,

64 Stat. 1265, set out under section 78d of this title.

-CITE-

15 USC Sec. 79z-5a 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z-5a. Exempt wholesale generators

-STATUTE-

(a) Definitions

For purposes of this section -

(1) Exempt wholesale generator

The term ''exempt wholesale generator'' means any person

determined by the Federal Energy Regulatory Commission to be

engaged directly, or indirectly through one or more affiliates as

defined in section 79b(a)(11)(B) of this title, and exclusively

in the business of owning or operating, or both owning and

operating, all or part of one or more eligible facilities and

selling electric energy at wholesale. No person shall be deemed

to be an exempt wholesale generator under this section unless

such person has applied to the Federal Energy Regulatory

Commission for a determination under this paragraph. A person

applying in good faith for such a determination shall be deemed

an exempt wholesale generator under this section, with all of the

exemptions provided by this section, until the Federal Energy

Regulatory Commission makes such determination. The Federal

Energy Regulatory Commission shall make such determination within

60 days of its receipt of such application and shall notify the

Commission whenever a determination is made under this paragraph

that any person is an exempt wholesale generator. Not later than

12 months after October 24, 1992, the Federal Energy Regulatory

Commission shall promulgate rules implementing the provisions of

this paragraph. Applications for determination filed after the

effective date of such rules shall be subject thereto.

(2) Eligible facility

The term ''eligible facility'' means a facility, wherever

located, which is either -

(A) used for the generation of electric energy exclusively

for sale at wholesale, or

(B) used for the generation of electric energy and leased to

one or more public utility companies; Provided, That any such

lease shall be treated as a sale of electric energy at

wholesale for purposes of sections 824d and 824e of title 16.

Such term shall not include any facility for which consent is

required under subsection (c) of this section if such consent has

not been obtained. Such term includes interconnecting

transmission facilities necessary to effect a sale of electric

energy at wholesale. For purposes of this paragraph, the term

''facility'' may include a portion of a facility subject to the

limitations of subsection (d) of this section and shall include a

facility the construction of which has not been commenced or

completed.

(3) Sale of electric energy at wholesale

The term ''sale of electric energy at wholesale'' shall have

the same meaning as provided in section 824(d) of title 16.

(4) Retail rates and charges

The term ''retail rates and charges'' means rates and charges

for the sale of electric energy directly to consumers.

(b) Foreign retail sales

Notwithstanding paragraphs (1) and (2) of subsection (a) of this

section, retail sales of electric energy produced by a facility

located in a foreign country shall not prevent such facility from

being an eligible facility, or prevent a person owning or

operating, or both owning and operating, such facility from being

an exempt wholesale generator if none of the electric energy

generated by such facility is sold to consumers in the United

States.

If a rate or charge for, or in connection with, the construction

of a facility, or for electric energy produced by a facility (other

than any portion of a rate or charge which represents recovery of

the cost of a wholesale rate or charge) was in effect under the

laws of any State as of October 24, 1992, in order for the facility

to be considered an eligible facility, every State commission

having jurisdiction over any such rate or charge must make a

specific determination that allowing such facility to be an

eligible facility (1) will benefit consumers, (2) is in the public

interest, and (3) does not violate State law; Provided, That in the

case of such a rate or charge which is a rate or charge of an

affiliate of a registered holding company:

(A) such determination with respect to the facility in question

shall be required from every State commission having jurisdiction

over the retail rates and charges of the affiliates of such

registered holding company; and

(B) the approval of the Commission under this chapter shall not

be required for the transfer of the facility to an exempt

wholesale generator.

(d) Hybrids

(1) No exempt wholesale generator may own or operate a portion of

any facility if any other portion of the facility is owned or

operated by an electric utility company that is an affiliate or

associate company of such exempt wholesale generator.

(2) Eligible Facility. - Notwithstanding paragraph (1), an exempt

wholesale generator may own or operate a portion of a facility

identified in paragraph (1) if such portion has become an eligible

facility as a result of the operation of subsection (c) of this

section.

(e) Exemption of EWGS

An exempt wholesale generator shall not be considered an electric

utility company under section 79b(a)(3) of this title and, whether

or not a subsidiary company, an affiliate, or an associate company

of a holding company, an exempt wholesale generator shall be exempt

from all provisions of this chapter.

(f) Ownership of EWGS by exempt holding companies

Notwithstanding any provision of this chapter, a holding company

that is exempt under section 79c of this title shall be permitted,

without condition or limitation under this chapter, to acquire and

maintain an interest in the business of one or more exempt

wholesale generators.

(g) Ownership of EWGS by registered holding companies

Notwithstanding any provision of this chapter and the

Commission's jurisdiction as provided under subsection (h) of this

section, a registered holding company shall be permitted (without

the need to apply for, or receive, approval from the Commission,

and otherwise without condition under this chapter) to acquire and

hold the securities, or an interest in the business, of one or more

exempt wholesale generators.

(h) Financing and other relationships between EWGS and registered

holding companies

The issuance of securities by a registered holding company for

purposes of financing the acquisition of an exempt wholesale

generator, the guarantee of securities of an exempt wholesale

generator by a registered holding company, the entering into

service, sales or construction contracts, and the creation or

maintenance of any other relationship in addition to that described

in subsection (g) of this section between an exempt wholesale

generator and a registered holding company, its affiliates and

associate companies, shall remain subject to the jurisdiction of

the Commission under this chapter: Provided, That -

(1) section 79k of this title shall not prohibit the ownership

of an interest in the business of one or more exempt wholesale

generators by a registered holding company (regardless of where

facilities owned or operated by such exempt wholesale generators

are located), and such ownership by a registered holding company

shall be deemed consistent with the operation of an integrated

public utility system;

(2) the ownership of an interest in the business of one or more

exempt wholesale generators by a registered holding company

(regardless of where facilities owned or operated by such exempt

wholesale generators are located) shall be considered as

reasonably incidental, or economically necessary or appropriate,

to the operations of an integrated public utility system;

(3) in determining whether to approve (A) the issue or sale of

a security by a registered holding company for purposes of

financing the acquisition of an exempt wholesale generator, or

(B) the guarantee of a security of an exempt wholesale generator

by a registered holding company, the Commission shall not make a

finding that such security is not reasonably adapted to the

earning power of such company or to the security structure of

such company and other companies in the same holding company

system, or that the circumstances are such as to constitute the

making of such guarantee an improper risk for such company,

unless the Commission first finds that the issue or sale of such

security, or the making of the guarantee, would have a

substantial adverse impact on the financial integrity of the

registered holding company system;

(4) in determining whether to approve (A) the issue or sale of

a security by a registered holding company for purposes other

than the acquisition of an exempt wholesale generator, or (B)

other transactions by such registered holding company or by its

subsidiaries other than with respect to exempt wholesale

generators, the Commission shall not consider the effect of the

capitalization or earnings of any subsidiary which is an exempt

wholesale generator upon the registered holding company system,

unless the approval of the issue or sale or other transaction,

together with the effect of such capitalization and earnings,

would have a substantial adverse impact on the financial

integrity of the registered holding company system;

(5) the Commission shall make its decision under paragraph (3)

to approve or disapprove the issue or sale of a security or the

guarantee of a security within 120 days of the filing of a

declaration concerning such issue, sale or guarantee; and

(6) the Commission shall promulgate regulations with respect to

the actions which would be considered, for purposes of this

subsection, to have a substantial adverse impact on the financial

integrity of the registered holding company system; such

regulations shall ensure that the action has no adverse impact on

any utility subsidiary or its customers, or on the ability of

State commissions to protect such subsidiary or customers, and

shall take into account the amount and type of capital invested

in exempt wholesale generators, the ratio of such capital to the

total capital invested in utility operations, the availability of

books and records, and the financial and operating experience of

the registered holding company and the exempt wholesale

generator; the Commission shall promulgate such regulations

within 6 months after October 24, 1992; after such 6-month period

the Commission shall not approve any actions under paragraph (3),

(4) or (5) except in accordance with such issued regulations.

(i) Application of chapter to other eligible facilities

In the case of any person engaged directly and exclusively in the

business of owning or operating (or both owning and operating) all

or part of one or more eligible facilities, an advisory letter

issued by the Commission staff under this chapter after October 24,

1992, or an order issued by the Commission under this chapter after

October 24, 1992, shall not be required for the purpose, or have

the effect, of exempting such person from treatment as an electric

utility company under section 79b(a)(3) of this title or exempting

such person from any provision of this chapter.

(j) Ownership of exempt wholesale generators and qualifying

facilities

The ownership by a person of one or more exempt wholesale

generators shall not result in such person being considered as

being primarily engaged in the generation or sale of electric power

within the meaning of sections 796(17)(C)(ii) and 796(18)(B)(ii) of

title 16.

(k) Protection against abusive affiliate transactions

(1) Prohibition

After October 24, 1992, an electric utility company may not

enter into a contract to purchase electric energy at wholesale

from an exempt wholesale generator if the exempt wholesale

generator is an affiliate or associate company of the electric

utility company.

(2) State authority to exempt from prohibition

Notwithstanding paragraph (1), an electric utility company may

enter into a contract to purchase electric energy at wholesale

from an exempt wholesale generator that is an affiliate or

associate company of the electric utility company -

(A) if every State commission having jurisdiction over the

retail rates of such electric utility company makes each of the

following specific determinations in advance of the electric

utility company entering into such contract:

(i) A determination that such commission has sufficient

regulatory authority, resources and access to books and

records of the electric utility company and any relevant

associate, affiliate or subsidiary company to exercise its

duties under this subparagraph.

(ii) A determination that the transaction -

(I) will benefit consumers,

(II) does not violate any State law (including where

applicable, least cost planning),

(III) would not provide the exempt wholesale generator

any unfair competitive advantage by virtue of its

affiliation or association with the electric utility

company, and

(IV) is in the public interest; or

(B) if such electric utility company is not subject to State

commission retail rate regulation and the purchased electric

energy:

(i) would not be resold to any affiliate or associate

company, or

(ii) the purchased electric energy would be resold to an

affiliate or associate company and every State commission

having jurisdiction over the retail rates of such affiliate

or associate company makes each of the determinations

provided under subparagraph (A), including the determination

concerning a State commission's duties.

(l) Reciprocal arrangements prohibited

Reciprocal arrangements among companies that are not affiliates

or associate companies of each other that are entered into in order

to avoid the provisions of this section are prohibited.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 32, as added Pub. L.

102-486, title VII, Sec. 711, Oct. 24, 1992, 106 Stat. 2905.)

-REFTEXT-

REFERENCES IN TEXT

This chapter, referred to in subsecs. (c)(B) and (e) to (i), was

in the original ''this Act'' and was translated as reading ''this

title'', meaning title I of act Aug. 26, 1935, ch. 687, known as

the Public Utility Holding Company Act of 1935, to reflect the

probable intent of Congress.

-MISC2-

PRIOR PROVISIONS

A prior section 32 of act Aug. 26, 1935, ch. 687, was renumbered

section 35 and is classified to section 79z-6 of this title.

STATE AUTHORITIES; CONSTRUCTION

Nothing in this section to be construed as affecting or intending

to affect, or in any way to interfere with, authority of any State

or local government relating to environmental protection or siting

of facilities, see section 731 of Pub. L. 102-486, set out as a

note under section 79 of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in title 16 sections 796, 2621.

-CITE-

15 USC Sec. 79z-5b 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z-5b. Treatment of foreign utilities

-STATUTE-

(a) Exemptions for foreign utility companies

(1) In general

A foreign utility company shall be exempt from all of the

provisions of this chapter, except as otherwise provided under

this section, and shall not, for any purpose under this chapter,

be deemed to be a public utility company under section 79b(a)(5)

of this title, notwithstanding that the foreign utility company

may be a subsidiary company, an affiliate, or an associate

company of a holding company or of a public utility company.

(2) State commission certification

Section (FOOTNOTE 1) (a)(1) shall not apply or be effective

unless every State commission having jurisdiction over the retail

electric or gas rates of a public utility company that is an

associate company or an affiliate of a company otherwise exempted

under section (FOOTNOTE 1) (a)(1) (other than a public utility

company that is an associate company or an affiliate of a

registered holding company) has certified to the Commission that

it has the authority and resources to protect ratepayers subject

to its jurisdiction and that it intends to exercise its

authority. Such certification, upon the filing of a notice by

such State commission, may be revised or withdrawn by the State

commission prospectively as to any future acquisition. The

requirement of State certification shall be deemed satisfied if

the relevant State commission had, prior to October 24, 1992, on

the basis of prescribed conditions of general applicability,

determined that ratepayers of a public utility company are

adequately insulated from the effects of diversification and the

diversification would not impair the ability of the State

commission to regulate effectively the operations of such

company.

(FOOTNOTE 1) So in original. Probably should be ''subsection''.

(3) ''Foreign utility company'' defined

For purposes of this section, the term ''foreign utility

company'' means any company that -

(A) owns or operates facilities that are not located in any

State and that are used for the generation, transmission, or

distribution of electric energy for sale or the distribution at

retail of natural or manufactured gas for heat, light, or

power, if such company -

(i) derives no part of its income, directly or indirectly,

from the generation, transmission, or distribution of

electric energy for sale or the distribution at retail of

natural or manufactured gas for heat, light, or power, within

the United States; and

(ii) neither the company nor any of its subsidiary

companies is a public utility company operating in the United

States; and

(B) provides notice to the Commission, in such form as the

Commission may prescribe, that such company is a foreign

utility company.

(b) Ownership of foreign utility companies by exempt holding

companies

Notwithstanding any provision of this chapter except as provided

under this section, a holding company that is exempt under section

79c of this title shall be permitted without condition or

limitation under the (FOOTNOTE 2) chapter to acquire and maintain

an interest in the business of one or more foreign utility

companies.

(FOOTNOTE 2) So in original. Probably should be ''this''.

(1) Ownership of foreign utility companies by registered holding

companies

Notwithstanding any provision of this chapter except as

otherwise provided under this section, a registered holding

company shall be permitted as of October 24, 1992 (without the

need to apply for, or receive approval from the Commission) to

acquire and hold the securities or an interest in the business,

of one or more foreign utility companies. The Commission shall

promulgate rules or regulations regarding registered holding

companies' acquisition of interests in foreign utility companies

which shall provide for the protection of the customers of a

public utility company which is an associate company of a foreign

utility company and the maintenance of the financial integrity of

the registered holding company system.

(2) Issuance of securities

The issuance of securities by a registered holding company for

purposes of financing the acquisition of a foreign utility

company, the guarantee of securities of a foreign utility company

by a registered holding company, the entering into service,

sales, or construction contracts, and the creation or maintenance

of any other relationship between a foreign utility company and a

registered holding company, its affiliates and associate

companies, shall remain subject to the jurisdiction of the

Commission under this chapter (unless otherwise exempted under

this chapter, in the case of a transaction with an affiliate or

associate company located outside of the United States). Any

State commission with jurisdiction over the retail rates of a

public utility company which is part of a registered holding

company system may make such recommendations to the Commission

regarding the registered holding company's relationship to a

foreign utility company, and the Commission shall reasonably and

fully consider such State recommendation.

(3) Construction

Any interest in the business of 1 or more foreign utility

companies, or 1 or more companies organized exclusively to own,

directly or indirectly, the securities or other interest in a

foreign utility company, shall for all purposes of this chapter,

be considered to be -

(A) consistent with the operation of a single integrated

public utility system, within the meaning of section 79k of

this title; and

(B) reasonably incidental, or economically necessary or

appropriate, to the operations of an integrated public utility

system, within the meaning of section 79k of this title.

(d) Effect on existing law; no State preemption

Nothing in this section shall -

(1) preclude any person from qualifying for or maintaining any

exemption otherwise provided for under this chapter or the rules,

regulations, or orders promulgated or issued under this chapter;

(2) be deemed or construed to limit the authority of any State

(including any State regulatory authority) with respect to -

(A) any public utility company or holding company subject to

such State's jurisdiction; or

(B) any transaction between any foreign utility company (or

any affiliate or associate company thereof) and any public

utility company or holding company subject to such State's

jurisdiction.

(e) Reporting requirements

(1) Filing of reports

A public utility company that is an associate company of a

foreign utility company shall file with the Commission such

reports (with respect to such foreign utility company) as the

Commission may by rules, regulations, or order prescribe as

necessary or appropriate in the public interest or for the

protection of investors or consumers.

(2) Notice of acquisitions

Not later than 30 days after the consummation of the

acquisition of an interest in a foreign utility company by an

associate company of a public utility company that is subject to

the jurisdiction of a State commission with respect to its retail

electric or gas rates or by such public utility company, such

associate company or such public utility company, shall provide

notice of such acquisition to every State commission having

jurisdiction over the retail electric or gas rates of such public

utility company, in such form as may be prescribed by the State

commission.

(f) Prohibition on assumption of liabilities

(1) In general

No public utility company that is subject to the jurisdiction

of a State commission with respect to its retail electric or gas

rates shall issue any security for the purpose of financing the

acquisition, or for the purposes of financing the ownership or

operation, of a foreign utility company, nor shall any such

public utility company assume any obligation or liability as

guarantor, endorser, surety, or otherwise in respect of any

security of a foreign utility company.

(2) Exception for holding companies which are predominantly

public utility companies

Subsection (f)(1) of this section shall not apply if:

(A) the public utility company that is subject to the

jurisdiction of a State commission with respect to its retail

electric or gas rates is a holding company and is not an

affiliate under section 79b(a)(11)(B) of this title of another

holding company or is not subject to regulation as a holding

company and has no affiliate as defined in section

79b(a)(11)(A) of this title that is a public utility company

subject to the jurisdiction of a State commission with respect

to its retail electric or gas rates; and

(B) each State commission having jurisdiction with respect to

the retail electric and gas rates of such public utility

company expressly permits such public utility to engage in a

transaction otherwise prohibited under section (FOOTNOTE 3)

(f)(1); and

(FOOTNOTE 3) So in original. Probably should be ''subsection''.

then-outstanding transactions exempted under this subsection)

does not exceed 5 per centum of the then-outstanding total

capitalization of the public utility.

(g) Prohibition on pledging or encumbering utility assets

No public utility company that is subject to the jurisdiction of

a State commission with respect to its retail electric or gas rates

shall pledge or encumber any utility assets or utility assets of

any subsidiary thereof for the benefit of an associate foreign

utility company.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 33, as added Pub. L.

102-486, title VII, Sec. 715, Oct. 24, 1992, 106 Stat. 2912.)

-REFTEXT-

REFERENCES IN TEXT

This chapter and the chapter, referred to in subsecs. (a)(1),

(b), (c), and (d)(1), was in the original ''this Act'' and ''the

Act'', respectively, and was translated as reading ''this title'',

meaning title I of act Aug. 26, 1935, ch. 687, known as the Public

Utility Holding Company Act of 1935, to reflect the probable intent

of Congress.

-MISC2-

PRIOR PROVISIONS

A prior section 33 of act Aug. 26, 1935, ch. 687, was renumbered

section 36 and is classified to section 79 of this title.

STATE AUTHORITIES; CONSTRUCTION

Nothing in this section to be construed as affecting or intending

to affect, or in any way to interfere with, authority of any State

or local government relating to environmental protection or siting

of facilities, see section 731 of Pub. L. 102-486, set out as a

note under section 79 of this title.

-CITE-

15 USC Sec. 79z-5c 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z-5c. Exempt telecommunications companies

-STATUTE-

(a) Definitions

For purposes of this section -

(1) Exempt telecommunications company

The term ''exempt telecommunications company'' means any person

determined by the Federal Communications Commission to be engaged

directly or indirectly, wherever located, through one or more

affiliates (as defined in section 79b(a)(11)(B) of this title),

and exclusively in the business of providing -

(A) telecommunications services;

(B) information services;

the Federal Communications Commission; or

(D) products or services that are related or incidental to

the provision of a product or service described in subparagraph

(A), (B), or (C).

No person shall be deemed to be an exempt telecommunications

company under this section unless such person has applied to the

Federal Communications Commission for a determination under this

paragraph. A person applying in good faith for such a

determination shall be deemed an exempt telecommunications

company under this section, with all of the exemptions provided

by this section, until the Federal Communications Commission

makes such determination. The Federal Communications Commission

shall make such determination within 60 days of its receipt of

any such application filed after February 8, 1996, and shall

notify the Commission whenever a determination is made under this

paragraph that any person is an exempt telecommunications

company. Not later than 12 months after February 8, 1996, the

Federal Communications Commission shall promulgate rules

implementing the provisions of this paragraph which shall be

applicable to applications filed under this paragraph after the

effective date of such rules.

(2) Other terms

For purposes of this section, the terms ''telecommunications

services'' and ''information services'' shall have the same

meanings as provided in the Communications Act of 1934 (47 U.S.C.

151 et seq.).

(b) State consent for sale of existing rate-based facilities

If a rate or charge for the sale of electric energy or natural

gas (other than any portion of a rate or charge which represents

recovery of the cost of a wholesale rate or charge) for, or in

connection with, assets of a public utility company that is an

associate company or affiliate of a registered holding company was

in effect under the laws of any State as of December 19, 1995, the

public utility company owning such assets may not sell such assets

to an exempt telecommunications company that is an associate

company or affiliate unless State commissions having jurisdiction

over such public utility company approve such sale. Nothing in

this subsection shall preempt the otherwise applicable authority of

any State to approve or disapprove the sale of such assets. The

approval of the Commission under this chapter shall not be required

for the sale of assets as provided in this subsection.

Notwithstanding any provision of this chapter, a holding company

that is exempt under section 79c of this title shall be permitted,

without condition or limitation under this chapter, to acquire and

maintain an interest in the business of one or more exempt

telecommunications companies.

(d) Ownership of ETCS by registered holding companies

Notwithstanding any provision of this chapter, a registered

holding company shall be permitted (without the need to apply for,

or receive, approval from the Commission, and otherwise without

condition under this chapter) to acquire and hold the securities,

or an interest in the business, of one or more exempt

telecommunications companies.

(e) Financing and other relationships between ETCS and registered

holding companies

The relationship between an exempt telecommunications company and

a registered holding company, its affiliates and associate

companies, shall remain subject to the jurisdiction of the

Commission under this chapter: Provided, That -

(1) section 79k of this title shall not prohibit the ownership

of an interest in the business of one or more exempt

telecommunications companies by a registered holding company

(regardless of activities engaged in or where facilities owned or

operated by such exempt telecommunications companies are

located), and such ownership by a registered holding company

shall be deemed consistent with the operation of an integrated

public utility system;

(2) the ownership of an interest in the business of one or more

exempt telecommunications companies by a registered holding

company (regardless of activities engaged in or where facilities

owned or operated by such exempt telecommunications companies are

located) shall be considered as reasonably incidental, or

economically necessary or appropriate, to the operations of an

integrated public utility system;

(3) the Commission shall have no jurisdiction under this

chapter over, and there shall be no restriction or approval

required under this chapter with respect to (A) the issue or sale

of a security by a registered holding company for purposes of

financing the acquisition of an exempt telecommunications

company, or (B) the guarantee of a security of an exempt

telecommunications company by a registered holding company; and

(4) except for costs that should be fairly and equitably

allocated among companies that are associate companies of a

registered holding company, the Commission shall have no

jurisdiction under this chapter over the sales, service, and

construction contracts between an exempt telecommunications

company and a registered holding company, its affiliates and

associate companies.

(f) Reporting obligations concerning investments and activities of

registered public-utility holding company systems

(1) Obligations to report information

Any registered holding company or subsidiary thereof that

acquires or holds the securities, or an interest in the business,

of an exempt telecommunications company shall file with the

Commission such information as the Commission, by rule, may

prescribe concerning -

(A) investments and activities by the registered holding

company, or any subsidiary thereof, with respect to exempt

telecommunications companies, and

(B) any activities of an exempt telecommunications company

within the holding company system,

that are reasonably likely to have a material impact on the

financial or operational condition of the holding company system.

(2) Authority to require additional information

If, based on reports provided to the Commission pursuant to

paragraph (1) of this subsection or other available information,

the Commission reasonably concludes that it has concerns

regarding the financial or operational condition of any

registered holding company or any subsidiary thereof (including

an exempt telecommunications company), the Commission may require

such registered holding company to make additional reports and

provide additional information.

(3) Authority to limit disclosure of information

Notwithstanding any other provision of law, the Commission

shall not be compelled to disclose any information required to be

reported under this subsection. Nothing in this subsection shall

authorize the Commission to withhold the information from

Congress, or prevent the Commission from complying with a request

for information from any other Federal or State department or

agency requesting the information for purposes within the scope

of its jurisdiction. For purposes of section 552 of title 5,

this subsection shall be considered a statute described in

subsection (b)(3)(B) of such section 552.

(g) Assumption of liabilities

Any public utility company that is an associate company, or an

affiliate, of a registered holding company and that is subject to

the jurisdiction of a State commission with respect to its retail

electric or gas rates shall not issue any security for the purpose

of financing the acquisition, ownership, or operation of an exempt

telecommunications company. Any public utility company that is an

associate company, or an affiliate, of a registered holding company

and that is subject to the jurisdiction of a State commission with

respect to its retail electric or gas rates shall not assume any

obligation or liability as guarantor, endorser, surety, or

otherwise by the public utility company in respect of any security

of an exempt telecommunications company.

(h) Pledging or mortgaging of assets

Any public utility company that is an associate company, or

affiliate, of a registered holding company and that is subject to

the jurisdiction of a State commission with respect to its retail

electric or gas rates shall not pledge, mortgage, or otherwise use

as collateral any assets of the public utility company or assets of

any subsidiary company thereof for the benefit of an exempt

telecommunications company.

(i) Protection against abusive affiliate transactions

A public utility company may enter into a contract to purchase

services or products described in subsection (a)(1) of this section

from an exempt telecommunications company that is an affiliate or

associate company of the public utility company only if -

(1) every State commission having jurisdiction over the retail

rates of such public utility company approves such contract; or

(2) such public utility company is not subject to State

commission retail rate regulation and the purchased services or

products -

(A) would not be resold to any affiliate or associate

company; or

(B) would be resold to an affiliate or associate company and

every State commission having jurisdiction over the retail

rates of such affiliate or associate company makes the

determination required by subparagraph (A).

The requirements of this subsection shall not apply in any case in

which the State or the State commission concerned publishes a

notice that the State or State commission waives its authority

under this subsection.

(j) Nonpreemption of rate authority

Nothing in this chapter shall preclude the Federal Energy

Regulatory Commission or a State commission from exercising its

jurisdiction under otherwise applicable law to determine whether a

public utility company may recover in rates the costs of products

or services purchased from or sold to an associate company or

affiliate that is an exempt telecommunications company, regardless

of whether such costs are incurred through the direct or indirect

purchase or sale of products or services from such associate

company or affiliate.

(k) Reciprocal arrangements prohibited

Reciprocal arrangements among companies that are not affiliates

or associate companies of each other that are entered into in order

to avoid the provisions of this section are prohibited.

(l) Books and records

(1) Upon written order of a State commission, a State commission

may examine the books, accounts, memoranda, contracts, and records

of -

(A) a public utility company subject to its regulatory

authority under State law;

(B) any exempt telecommunications company selling products or

services to such public utility company or to an associate

company of such public utility company; and

telecommunications company which sells products or services to a

public utility company referred to in subparagraph (A),

wherever located, if such examination is required for the effective

discharge of the State commission's regulatory responsibilities

affecting the provision of electric or gas service in connection

with the activities of such exempt telecommunications company.

(2) Where a State commission issues an order pursuant to

paragraph (1), the State commission shall not publicly disclose

trade secrets or sensitive commercial information.

(3) Any United States district court located in the State in

which the State commission referred to in paragraph (1) is located

shall have jurisdiction to enforce compliance with this subsection.

(4) Nothing in this section shall -

(A) preempt applicable State law concerning the provision of

records and other information; or

(B) in any way limit rights to obtain records and other

information under Federal law, contracts, or otherwise.

(m) Independent audit authority for State commissions

(1) State may order audit

Any State commission with jurisdiction over a public utility

company that -

(A) is an associate company of a registered holding company;

and

(B) transacts business, directly or indirectly, with a

subsidiary company, an affiliate or an associate company that

is an exempt telecommunications company,

may order an independent audit to be performed, no more

frequently than on an annual basis, of all matters deemed

relevant by the selected auditor that reasonably relate to retail

rates: Provided, That such matters relate, directly or

indirectly, to transactions or transfers between the public

utility company subject to its jurisdiction and such exempt

telecommunications company.

(2) Selection of firm to conduct audit

(A) If a State commission orders an audit in accordance with

paragraph (1), the public utility company and the State

commission shall jointly select, within 60 days, a firm to

perform the audit. The firm selected to perform the audit shall

possess demonstrated qualifications relating to -

(i) competency, including adequate technical training and

professional proficiency in each discipline necessary to carry

out the audit; and

(ii) independence and objectivity, including that the firm be

free from personal or external impairments to independence, and

should assume an independent position with the State commission

and auditee, making certain that the audit is based upon an

impartial consideration of all pertinent facts and responsible

opinions.

(B) The public utility company and the exempt

telecommunications company shall cooperate fully with all

reasonable requests necessary to perform the audit and the public

utility company shall bear all costs of having the audit

performed.

(3) Availability of auditor's report

The auditor's report shall be provided to the State commission

not later than 6 months after the selection of the auditor, and

provided to the public utility company not later than 60 days

thereafter.

(n) Applicability of telecommunications regulation

Nothing in this section shall affect the authority of the Federal

Communications Commission under the Communications Act of 1934 (47

U.S.C. 151 et seq.), or the authority of State commissions under

State laws concerning the provision of telecommunications services,

to regulate the activities of an exempt telecommunications company.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 34, as added Pub. L.

104-104, title I, Sec. 103, Feb. 8, 1996, 110 Stat. 81.)

-REFTEXT-

REFERENCES IN TEXT

The Communications Act of 1934, referred to in subsecs. (a)(2)

and (n), is act June 19, 1934, ch. 652, 48 Stat. 1064, as amended,

which is classified principally to chapter 5 (Sec. 151 et seq.) of

Title 47, Telegraphs, Telephones, and Radiotelegraphs. For complete

classification of this Act to the Code, see section 609 of Title 47

and Tables.

This chapter, referred to in subsecs. (b) to (e) and (j), was in

the original ''this Act'', and was translated as reading ''this

title'', meaning title I of act Aug. 26, 1935, ch. 687, known as

the Public Utility Holding Company Act of 1935, to reflect the

probable intent of Congress.

-MISC2-

PRIOR PROVISIONS

A prior section 34 of act Aug. 26, 1935, ch. 687, was renumbered

section 35 and is classified to section 79z-6 of this title.

-CITE-

15 USC Sec. 79z-6 01/06/03

-EXPCITE-

TITLE 15 - COMMERCE AND TRADE

CHAPTER 2C - PUBLIC UTILITY HOLDING COMPANIES

-HEAD-

Sec. 79z-6. Separability clause

-STATUTE-

If any provision of this chapter or the application of such

provision to any person or circumstances shall be held invalid, the

remainder of the chapter and the application of such provision to

persons or circumstances other than those as to which it is held

invalid shall not be affected thereby.

-SOURCE-

(Aug. 26, 1935, ch. 687, title I, Sec. 35, formerly Sec. 32, 49

Stat. 837; renumbered Sec. 34, Pub. L. 102-486, title VII, Sec.

711, Oct. 24, 1992, 106 Stat. 2905; renumbered Sec. 35, Pub. L.

104-104, title I, Sec. 103, Feb. 8, 1996, 110 Stat. 81.)

-MISC1-

PRIOR PROVISIONS

A prior section 35 of act Aug. 26, 1935, ch. 687, was renumbered

section 36 and is classified to section 79 of this title.

-CITE-

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Idioma:	inglés
País:	Estados Unidos

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Codificación normativa de EEUU (Estados Unidos)Legislación federal estadounidense # Commerce and Trade

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