§1322 Ownership Limitations

Summary

Limits who can control the company after a sale. For three years after the sale date, no person may directly or indirectly own voting securities that give them more than 10 percent of the total voting power of the Corporation. That limit does not apply to the company’s employee stock ownership plan (or its successor plans), the Secretary of Transportation, railroads covered below, underwriting groups holding shares to resell, or nominees holding shares for others (for example, banks, broker‑dealers, or clearing corporations). Special rules for railroads: for one year after the sale date, a railroad may not buy or hold more than 10 percent of any class of the Corporation’s stock, and it may not file with the Commission for a merger, consolidation, or acquisition of control under section 11344 of title 49. For three years after the sale date, any railroad that does own stock must vote those shares in the same proportion as all other common stock is voted, unless after the first year the Commission has approved that railroad’s merger, consolidation, or acquisition of control under section 11344 of title 49. “Railroad” means a class I railroad as defined by the Commission on October 21, 1986, and entities that control, are controlled by, or are under common control with such a railroad (but not the Corporation or its subsidiaries).