Title 15Commerce and TradeRelease 119-73

§80a–20 Proxies; voting trusts; circular ownership

Title 15 › Chapter CHAPTER 2D— - INVESTMENT COMPANIES AND ADVISERS › Subchapter SUBCHAPTER I— - INVESTMENT COMPANIES › § 80a–20

Last updated Apr 6, 2026|Official source

Summary

Makes it illegal to ask for or use someone's name to get a proxy, consent, or authorization for a security issued by a registered investment company if that asking breaks rules the Commission makes to protect investors. It also makes it illegal for a registered investment company, a related person, the issuer of a voting-trust certificate, or an underwriter to offer, sell, or deliver such voting-trust certificates in a public offering by mail, across state lines, or by any other means. A registered investment company must not buy a voting security if it knows that cross-ownership or circular ownership exists or will exist because of the purchase. Cross-ownership: two companies each own more than 3 percent of the other's voting stock. Circular ownership: three or more companies in a group each own more than 3 percent of another in the group, and each has more than 3 percent of its own voting stock owned by another (or others) in the group. If such ownership starts when the company buys the securities, the company must stop it within one year after it first learns about it.

Full Legal Text

Title 15, §80a–20

Commerce and Trade — Source: USLM XML via OLRC

(a)It shall be unlawful for any person, by use of the mails or any means or instrumentality of interstate commerce or otherwise, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security of which a registered investment company is the issuer in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.
(b)It shall be unlawful for any registered investment company or affiliated person thereof, any issuer of a voting-trust certificate relating to any security of a registered investment company, or any underwriter of such a certificate, by use of the mails or any means or instrumentality of interstate commerce, or otherwise, to offer for sale, sell, or deliver after sale, in connection with a public offering, any such voting-trust certificate.
(c)No registered investment company shall purchase any voting security if, to the knowledge of such registered company, cross-ownership or circular ownership exists, or after such acquisition will exist, between such registered company and the issuer of such security. Cross-ownership shall be deemed to exist between two companies when each of such companies beneficially owns more than 3 per centum of the outstanding voting securities of the other company. Circular ownership shall be deemed to exist between two companies if such companies are included within a group of three or more companies, each of which—
(1)beneficially owns more than 3 per centum of the outstanding voting securities of one or more other companies of the group; and
(2)has more than 3 per centum of its own outstanding voting securities beneficially owned by another company, or by each of two or more other companies, of the group.
(d)If cross-ownership or circular ownership between a registered investment company and any other company or companies comes into existence upon the purchase by a registered investment company of the securities of another company, it shall be the duty of such registered company, within one year after it first knows of the existence of such cross-ownership or circular ownership, to eliminate the same.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

Amendments

1987—Subsec. (b). Pub. L. 100–181, § 614(1), struck out at end “The prohibitions of this subsection shall not apply to a class of voting-trust certificates, if any certificate of such class was made the subject of a public offering by the issuer or by or through an underwriter prior to March 15, 1940.” Subsec. (d). Pub. L. 100–181, § 614(2), (3), struck out first sentence “If on the

Effective Date

of this subchapter cross-ownership or circular ownership exists between a registered investment company and any other company or companies, it shall be the duty of such registered company, within five years after such

Effective Date

, to eliminate such cross-ownership or circular ownership.” and “at any time after the

Effective Date

of this subchapter” after “If” in second sentence.

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–20

Title 15Commerce and Trade

Last Updated

Apr 6, 2026

Release point: 119-73