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Title 15, Commerce and TradeRelease 119-110

§80a–20 Proxies; Voting Trusts; Circular Ownership

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

Last updated Sep 22, 2026|Official source

Summary

No one may use the mail, the internet, phones, or other interstate methods to ask for proxies, consents, or authorizations for a security that a registered investment company issues, except under rules the Securities and Exchange Commission writes to protect investors. Also, a registered investment company, its affiliates, anyone who issues voting-trust certificates for its securities, or any underwriter may not offer, sell, or deliver those voting-trust certificates in a public offering using mail or interstate methods. A registered investment company must not buy voting stock if it knows that the purchase creates cross-ownership or circular ownership with the issuer. Cross-ownership means each company owns more than 3% of the other’s voting stock. Circular ownership means three or more companies each own over 3% of another in the group and each has more than 3% of its own voting stock owned by another in the group. If such ownership starts because of the purchase, 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)Prohibition on use of means of interstate commerce for solicitation of proxies
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)Prohibition on use of means of interstate commerce for sale of voting-trust certificates
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)Prohibition on purchase of securities knowingly resulting in cross-ownership or circular ownership
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)Duty to eliminate existing cross-ownership or circular ownership
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 15, Commerce and Trade

Last Updated

Sep 22, 2026

Release point: 119-110