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Title 15 — Commerce and TradeRelease 119-73

§80a–25 Reorganization plans; reports by Commission

Title 15 › Chapter CHAPTER 2D— - INVESTMENT COMPANIES AND ADVISERS › Subchapter SUBCHAPTER I— - INVESTMENT COMPANIES › § 80a–25

Last updated Apr 6, 2026|Official source

Summary

If a person asks investors by mail, across state lines, or any other way to vote for or accept a registered investment company's plan of reorganization, that person must send the Commission a copy of the plan and any related documents within 24 hours after the solicitation starts, unless those papers are already on file with the Commission. The Commission can be asked, before such a solicitation, to give an advisory report on whether the plan is fair and how it affects each class of investors. If the Commission issues a report, the company must quickly mail it to affected investors, but only if the company got the report at least 48 hours (not including Sundays and holidays) before final action at a meeting or the final acceptance date. If ownership of the securities is not registered, the company must publish a notice in a local paper and make the report available on request. The Commission may refuse to issue a report if the plan’s fairness or feasibility is already in a court case, unless that court sends the plan to the Commission. A U.S. district court where the company is incorporated or where its main office is located can stop the reorganization if the Commission brings a case on behalf of investors and the court finds the plan is not fair to all investors. Nothing here changes the powers related to reorganizations in title 11.

Full Legal Text

Title 15, §80a–25

Commerce and Trade — Source: USLM XML via OLRC

(a)Any person who, by use of the mails or any means or instrumentality of interstate commerce or otherwise, solicits or permits the use of his name to solicit any proxy, consent, authorization, power of attorney, ratification, deposit, or dissent in respect of any plan of reorganization of any registered investment company shall file with, or mail to, the Commission for its information, within twenty-four hours after the commencement of any such solicitation, a copy of such plan and any deposit agreement relating thereto and of any proxy, consent, authorization, power of attorney, ratification, instrument of deposit, or instrument of dissent in respect thereto, if or to the extent that such documents shall not already have been filed with the Commission.
(b)The Commission is authorized, if so requested, prior to any solicitation of security holders with respect to any plan of reorganization, by any registered investment company which is, or any of the securities of which are, the subject of or is a participant in any such plan, or if so requested by the holders of 25 per centum of any class of its outstanding securities, to render an advisory report in respect of the fairness of any such plan and its effect upon any class or classes of security holders. In such event any registered investment company, in respect of which the Commission shall have rendered any such advisory report, shall mail promptly a copy of such advisory report to all its security holders affected by any such plan: Provided, That such advisory report shall have been received by it at least forty-eight hours (not including Sundays and holidays) before final action is taken in relation to such plan at any meeting of security holders called to act in relation thereto, or any adjournment of any such meeting, or if no meeting be called, then prior to the final date of acceptance of such plan by security holders. In respect of securities not registered as to ownership, in lieu of mailing a copy of such advisory report, such registered company shall publish promptly a statement of the existence of such advisory report in a newspaper of general circulation in its principal place of business and shall make available copies of such advisory report upon request. Notwithstanding the provision of this section the Commission shall not render such advisory report although so requested by any such investment company or such security holders if the fairness or feasibility of said plan is in issue in any proceeding pending in any court of competent jurisdiction unless such plan is submitted to the Commission for that purpose by such court.
(c)Any district court of the United States in the State of incorporation of a registered investment company, or any such court for the district in which such company maintains its principal place of business, is authorized to enjoin the consummation of any plan of reorganization of such registered investment company upon proceedings instituted by the Commission (which is authorized so to proceed upon behalf of security holders of such registered company, or any class thereof), if such court shall determine that any such plan is not fair and equitable to all security holders.
(d)Nothing contained in this section shall in any way affect or derogate from the powers of the courts of the United States and the Commission with reference to reorganizations contained in title 11.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

Amendments

1978—Subsec. (d). Pub. L. 95–598 substituted “title 11” for “the Bankruptcy Act of 1898, as amended”. 1970—Subsec. (c). Pub. L. 91–547 substituted “that any such plan is not fair and equitable to all security holders” for “any such plan to be grossly unfair or to constitute gross misconduct or gross abuse of trust on the part of the officers, directors, or investment advisers of such registered company or other sponsors of such plan”.

Statutory Notes and Related Subsidiaries

Effective Date

of 1978 AmendmentAmendment 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.

Effective Date

of 1970 AmendmentAmendment by Pub. L. 91–547 effective Dec. 14, 1970, see section 30 of Pub. L. 91–547, set out as a note under section 80a–52 of this title.

Executive Documents

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, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.

Reference

Citations & Metadata

Citation

15 U.S.C. § 80a–25

Title 15 — Commerce and Trade

Last Updated

Apr 6, 2026

Release point: 119-73