§11321 — Title 49 Transportation | U.S. Code

Summary

Only the Board can approve or excuse these railroad deals. If the Board approves or exempts a transaction, the railroad or company can go ahead, own and run the property, and use any control or rights it gets without needing permission from a State. The railroad or company is protected from antitrust laws and other state or local laws, but only as much as needed to carry out the transaction, keep and operate the property, and use the control or rights it got. If the deal is a sale, lease, merger, or consolidation, it can only happen if a majority (or whatever share state law requires) of voting stockholders agree at a regular or special meeting that was called and announced for that purpose. A power given by the Board adds to and can change a company’s powers under its charter and state law. Using these federal powers does not create a corporation under U.S. law.

Title 49, §11321

Transportation — Source: USLM XML via OLRC

(a)The authority of the Board under this subchapter is exclusive. A rail carrier or corporation participating in or resulting from a transaction approved by or exempted by the Board under this subchapter may carry out the transaction, own and operate property, and exercise control or franchises acquired through the transaction without the approval of a State authority. A rail carrier, corporation, or person participating in that approved or exempted transaction is exempt from the antitrust laws and from all other law, including State and municipal law, as necessary to let that rail carrier, corporation, or person carry out the transaction, hold, maintain, and operate property, and exercise control or franchises acquired through the transaction. However, if a purchase and sale, a lease, or a corporate consolidation or merger is involved in the transaction, the carrier or corporation may carry out the transaction only with the assent of a majority, or the number required under applicable State law, of the votes of the holders of the capital stock of that corporation entitled to vote. The vote must occur at a regular meeting, or special meeting called for that purpose, of those stockholders and the notice of the meeting must indicate its purpose.

(b)A power granted under this subchapter to a carrier or corporation is in addition to and changes its powers under its corporate charter and under State law. Action under this subchapter does not establish or provide for establishing a corporation under the laws of the United States.

Notes & Related Subsidiaries

Editorial Notes

Prior Provisions

Provisions similar to those in this section were contained in section 11341 of this title prior to the general amendment of this subtitle by Pub. L. 104–88, § 102(a). A prior section 11321, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1432, related to limitations on ownership of certain water carriers, prior to the general amendment of this subtitle by Pub. L. 104–88, § 102(a).

Statutory Notes and Related Subsidiaries

Effective Date

Section effective Jan. 1, 1996, except as otherwise provided in Pub. L. 104–88, see section 2 of Pub. L. 104–88, set out as a note under section 1301 of this title.

§11321 Scope of authority