§11323 — Title 49 Transportation | U.S. Code

Summary

Certain railroad combinations and control changes must get the Board’s approval before they happen. That covers six kinds of deals: merging the properties or franchises of at least 2 rail carriers into one company; one or more rail carriers buying, leasing, or contracting to operate another carrier’s property; carriers acquiring control of another carrier; a non-rail person acquiring control of at least 2 rail carriers; a non-rail person who already controls rail carriers acquiring control of another carrier; and a rail carrier getting trackage rights or joint ownership/use of another carrier’s line and related terminals. Any deal that results in shared control or management of more than one carrier also needs Board approval, no matter how it is done. That includes moves where a carrier and its affiliates, a person linked to a carrier, or two or more people acting together (one of whom is a carrier or linked to one) end up controlling another carrier. “Affiliated” means a relationship that makes it reasonable to think one would run a carrier for the benefit of another.

Title 49, §11323

Transportation — Source: USLM XML via OLRC

(a)The following transactions involving rail carriers providing transportation subject to the jurisdiction of the Board under this part may be carried out only with the approval and authorization of the Board:

(1)Consolidation or merger of the properties or franchises of at least 2 rail carriers into one corporation for the ownership, management, and operation of the previously separately owned properties.

(2)A purchase, lease, or contract to operate property of another rail carrier by any number of rail carriers.

(3)Acquisition of control of a rail carrier by any number of rail carriers.

(4)Acquisition of control of at least 2 rail carriers by a person that is not a rail carrier.

(5)Acquisition of control of a rail carrier by a person that is not a rail carrier but that controls any number of rail carriers.

(6)Acquisition by a rail carrier of trackage rights over, or joint ownership in or joint use of, a railroad line (and terminals incidental to it) owned or operated by another rail carrier.

(b)A person may carry out a transaction referred to in subsection (a) of this section or participate in achieving the control or management, including the power to exercise control or management, in a common interest of more than one of those rail carriers, regardless of how that result is reached, only with the approval and authorization of the Board under this subchapter. In addition to other transactions, each of the following transactions are considered achievements of control or management:

(1)A transaction by a rail carrier that has the effect of putting that rail carrier and person affiliated with it, taken together, in control of another rail carrier.

(2)A transaction by a person affiliated with a rail carrier that has the effect of putting that rail carrier and persons affiliated with it, taken together, in control of another rail carrier.

(3)A transaction by at least 2 persons acting together (one of whom is a rail carrier or is affiliated with a rail carrier) that has the effect of putting those persons and rail carriers and persons affiliated with any of them, or with any of those affiliated rail carriers, taken together, in control of another rail carrier.

(c)A person is affiliated with a rail carrier under this subchapter if, because of the relationship between that person and a rail carrier, it is reasonable to believe that the affairs of another rail carrier, control of which may be acquired by that person, will be managed in the interest of the other rail carrier.

Notes & Related Subsidiaries

Editorial Notes

Prior Provisions

Provisions similar to those in this section were contained in section 11343 of this title prior to the general amendment of this subtitle by Pub. L. 104–88, § 102(a). A prior section 11323, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1433; Pub. L. 99–521, § 10(a), (b)(1), Oct. 22, 1986, 100 Stat. 2997, related to limitation on ownership of other carriers by household goods freight forwarders, 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.

§11323 Consolidation, merger, and acquisition of control