
From the U.S. Code Online via GPO Access
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[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 2002]
[CITE: 15USC79j]

 
                      TITLE 15--COMMERCE AND TRADE
 
              CHAPTER 2C--PUBLIC UTILITY HOLDING COMPANIES
 
Sec. 79j. Approval of acquisition of securities and utility 
        assets and other interests
        

(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,
            (C) the names of all security holders of record (or 
        otherwise 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.

(c) Conditions barring approval

    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.

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

                          Transfer of Functions

    For transfer of functions of Securities and Exchange Commission, 
with certain exceptions, to Chairman of such Commission, see Reorg. Plan 
No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 
1265, set out under section 78d of this title.

                  Section Referred to in Other Sections

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