Title 15Commerce and TradeRelease 119-73

§77ee Directors of Corporation, powers and duties generally

Title 15 › Chapter CHAPTER 2A— - SECURITIES AND TRUST INDENTURES › Subchapter SUBCHAPTER II— - FOREIGN SECURITIES › § 77ee

Last updated Apr 6, 2026|Official source

Summary

The board of directors can act for people who hold foreign securities that have missed payments. It can call holder meetings, take custody of defaulted securities and give receipts instead, and set up committees of directors and others to speak for different groups of holders (the board chair and vice chair automatically lead each committee). The board can negotiate and carry out plans to restart missed payments, change terms, or swap old securities for new ones. Any plan is binding on depositors if holders living in the United States who own 60 percent of the deposited securities agree. The board can also collect and use money from those securities, gather and share records and reports about defaults and payment progress, push for simpler, fairer security forms and terms, hire legal or other help, and do other reasonable things to protect and represent holders’ interests.

Full Legal Text

Title 15, §77ee

Commerce and Trade — Source: USLM XML via OLRC

The board of directors may—
(1)Convene meetings of holders of foreign securities.
(2)Invite the deposit and undertake the custody of foreign securities which have defaulted in the payment either of principal or interest, and issue receipts or certificates in the place of securities so deposited.
(3)Appoint committees from the directors of the Corporation and/or all other persons to represent holders of any class or classes of foreign securities which have defaulted in the payment either of principal or interest and determine and regulate the functions of such committees. The chairman and vice chairman of the board of directors shall be ex officio chairman and vice chairman of each committee.
(4)Negotiate and carry out, or assist in negotiating and carrying out, arrangements for the resumption of payments due or in arrears in respect of any foreign securities in default or for rearranging the terms on which such securities may in future be held or for converting and exchanging the same for new securities or for any other object in relation thereto; and under this paragraph any plan or agreement made with respect to such securities shall be binding upon depositors, providing that the consent of holders resident in the United States of 60 per centum of the securities deposited with the Corporation shall be obtained.
(5)Undertake, superintend, or take part in the collection and application of funds derived from foreign securities which come into the possession of or under the control or management of the Corporation.
(6)Collect, preserve, publish, circulate, and render available in readily accessible form, when deemed essential or necessary, documents, statistics, reports, and information of all kinds in respect of foreign securities, including particularly records of foreign external securities in default and records of the progress made toward the payment of past-due obligations.
(7)Take such steps as it may deem expedient with the view of securing the adoption of clear and simple forms of foreign securities and just and sound principles in the conditions and terms thereof.
(8)Generally, act in the name and on behalf of the holders of foreign securities the care or representation of whose interests may be entrusted to the Corporation; conserve and protect the rights and interests of holders of foreign securities issued, sold, or owned in the United States; adopt measures for the protection, vindication, and preservation or reservation of the rights and interests of holders of foreign securities either on any default in or on breach or contemplated breach of the conditions on which such foreign securities may have been issued, or otherwise; obtain for such holders such legal and other assistance and advice as the board of directors may deem expedient; and do all such other things as are incident or conducive to the attainment of the above objects.

Reference

Citations & Metadata

Citation

15 U.S.C. § 77ee

Title 15Commerce and Trade

Last Updated

Apr 6, 2026

Release point: 119-73