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

Summary

When the Board approves or exempts a railroad deal under this subchapter, that decision is the only authority that applies here. The rail company or any new corporation can carry out the deal, own and run the property, and use control or franchises it gets without needing state approval. They are also exempt from antitrust and other state or local laws, but only as needed to complete and operate the transaction. If the deal is a sale, lease, merger, or consolidation, the company must get the approval of a majority (or the number required by state law) of voting shareholders. That vote must take place at a regular meeting or at a special meeting called for that purpose, and the meeting notice must say why. The powers given under this subchapter add to and change a company’s powers under its charter and state law. Using these 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