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11 U.S.C. § 1125 — Postpetition disclosure and solicitation
Federal law — U.S. Code and appendices · legal_authorities
**(a)** In this section—
(1) “adequate information” means information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor’s books and records, including a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case, that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan, but adequate information need not include such information about any other possible or proposed plan and in determining whether a disclosure statement provides adequate information, the court shall consider the complexity of the case, the benefit of additional information to creditors and other parties in interest, and the cost of providing additional information; and
(2) “investor typical of holders of claims or interests of the relevant class” means investor having—
(A) a claim or interest of the relevant class;
(B) such a relationship with the debtor as the holders of other claims or interests of such class generally have; and
(C) such ability to obtain such information from sources other than the disclosure required by this section as holders of claims or interests in such class generally have.
**(b)** An acceptance or rejection of a plan may not be solicited after the commencement of the case under this title from a holder of a claim or interest with respect to such claim or interest, unless, at the time of or before such solicitation, there is transmitted to such holder the plan or a summary of the plan, and a written disclosure statement approved, after notice and a hearing, by the cour
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Stable record: federal_law:legal_authorities:record_usc_15383b48aae9108efd71f85f
Source file: Laws/federal/codes/united-states-code/title-11/section-1125-postpetition-disclosure-and-solicitation--d4ca58e6f6.md
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Source location: Title 11, Chapter 11, § 1125; chapter-011-reorganization.md
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**(a)** In this section—
(1) “adequate information” means information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor’s books and records, including a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case, that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan, but adequate information need not include such information about any other possible or proposed plan and in determining whether a disclosure statement provides adequate information, the court shall consider the complexity of the case, the benefit of additional information to creditors and other parties in interest, and the cost of providing additional information; and
(2) “investor typical of holders of claims or interests of the relevant class” means investor having—
(A) a claim or interest of the relevant class;
(B) such a relationship with the debtor as the holders of other claims or interests of such class generally have; and
(C) such ability to obtain such information from sources other than the disclosure required by this section as holders of claims or interests in such class generally have.
**(b)** An acceptance or rejection of a plan may not be solicited after the commencement of the case under this title from a holder of a claim or interest with respect to such claim or interest, unless, at the time of or before such solicitation, there is transmitted to such holder the plan or a summary of the plan, and a written disclosure statement approved, after notice and a hearing, by the court as containing adequate information. The court may approve a disclosure statement without a valuation of the debtor or an appraisal of the debtor’s assets.
**(c)** The same disclosure statement shall be transmitted to each holder of a claim or interest of a particular class, but there may be transmitted different disclosure statements, differing in amount, detail, or kind of information, as between classes.
**(d)** Whether a disclosure statement required under subsection (b) of this section contains adequate information is not governed by any otherwise applicable nonbankruptcy law, rule, or regulation, but an agency or official whose duty is to administer or enforce such a law, rule, or regulation may be heard on the issue of whether a disclosure statement contains adequate information. Such an agency or official may not appeal from, or otherwise seek review of, an order approving a disclosure statement.
**(e)** A person that solicits acceptance or rejection of a plan, in good faith and in compliance with the applicable provisions of this title, or that participates, in good faith and in compliance with the applicable provisions of this title, in the offer, issuance, sale, or purchase of a security, offered or sold under the plan, of the debtor, of an affiliate participating in a joint plan with the debtor, or of a newly organized successor to the debtor under the plan, is not liable, on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing solicitation of acceptance or rejection of a plan or the offer, issuance, sale, or purchase of securities.
**(f)** Notwithstanding subsection (b), in a small business case—
(1) the court may determine that the plan itself provides adequate information and that a separate disclosure statement is not necessary;
(2) the court may approve a disclosure statement submitted on standard forms approved by the court or adopted under [section 2075 of title 28](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title28-section2075&num=0&edition=prelim); and
(3)
(A) the court may conditionally approve a disclosure statement subject to final approval after notice and a hearing;
(B) acceptances and rejections of a plan may be solicited based on a conditionally approved disclosure statement if the debtor provides adequate information to each holder of a claim or interest that is solicited, but a conditionally approved disclosure statement shall be mailed not later than 25 days before the date of the hearing on confirmation of the plan; and
(C) the hearing on the disclosure statement may be combined with the hearing on confirmation of a plan.
**(g)** Notwithstanding subsection (b), an acceptance or rejection of the plan may be solicited from a holder of a claim or interest if such solicitation complies with applicable nonbankruptcy law and if such holder was solicited before the commencement of the case in a manner complying with applicable nonbankruptcy law.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Sale or delivery after sale of unregistered securities** Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or
(2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale.
**(b) Necessity of prospectus meeting requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim)** It shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any security with respect to which a registration statement has been filed under this subchapter, unless such prospectus meets the requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim); or
(2) to carry or cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a prospectus that meets the requirements of subsection (a) of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim).
**(c) Necessity of filing registration statement** It shall be unlawful for any person, directly or indirectly, to make use of any means
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77e
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Federal law — U.S. Code and appendices · legal_authorities
The Supreme Court shall have the power to prescribe by general rules, the forms of process, writs, pleadings, and motions, and the practice and procedure in cases under title 11.
Source: Supplied U.S. Code snapshot — release unconfirmed · 28 U.S.C. § 2075
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Solicitation of proxies in violation of rules and regulations**
(1) It shall be unlawful for any person, by the use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, 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, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security (other than an exempted security) registered pursuant to section 78l of this title.
(2) The rules and regulations prescribed by the Commission under paragraph (1) may include—
(A) a requirement that a solicitation of proxy, consent, or authorization by (or on behalf of) an issuer include a nominee submitted by a shareholder to serve on the board of directors of the issuer; and
(B) a requirement that an issuer follow a certain procedure in relation to a solicitation described in subparagraph (A).
**(b) Giving or refraining from giving proxy in respect of any security carried for account of customer**
(1) It shall be unlawful for any member of a national securities exchange, or any broker or dealer registered under this chapter, or any bank, association, or other entity that exercises fiduciary powers, 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, to give, or to refrain from giving a proxy, consent, authorization, or information statement in respect of any security registered pursuant to section 78l of this title, or any security issued by an investment company registered under the Investment Company Act of 1
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 78n
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Federal law — U.S. Code and appendices · legal_authorities
In this title the following definitions shall apply:
(1) The term “accountant” means accountant authorized under applicable law to practice public accounting, and includes professional accounting association, corporation, or partnership, if so authorized.
(2) The term “affiliate” means—
(A) entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than an entity that holds such securities—
(i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or
(ii) solely to secure a debt, if such entity has not in fact exercised such power to vote;
(B) corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor, or by an entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than an entity that holds such securities—
(i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or
(ii) solely to secure a debt, if such entity has not in fact exercised such power to vote;
(C) person whose business is operated under a lease or operating agreement by a debtor, or person substantially all of whose property is operated under an operating agreement with the debtor; or
(D) entity that operates the business or substantially all of the property of the debtor under a lease or operating agreement.
(3) The term “assisted person” means any person whose debts consist primarily of consumer debts and the value of whose nonexempt property is less than $150,000.11 See Adjustment of Dollar Amounts not
Source: Supplied U.S. Code snapshot — release unconfirmed · 11 U.S.C. § 101
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** Except with respect to an entity that is an underwriter as defined in subsection (b) of this section, section 5 of the Securities Act of 1933 and any State or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, a security do not apply to—
(1) the offer or sale under a plan of a security of the debtor, of an affiliate participating in a joint plan with the debtor, or of a successor to the debtor under the plan—
(A) in exchange for a claim against, an interest in, or a claim for an administrative expense in the case concerning, the debtor or such affiliate; or
(B) principally in such exchange and partly for cash or property;
(2) the offer of a security through any warrant, option, right to subscribe, or conversion privilege that was sold in the manner specified in paragraph (1) of this subsection, or the sale of a security upon the exercise of such a warrant, option, right, or privilege;
(3) the offer or sale, other than under a plan, of a security of an issuer other than the debtor or an affiliate, if—
(A) such security was owned by the debtor on the date of the filing of the petition;
(B) the issuer of such security is—
(i) required to file reports under section 13 or 15(d) of the Securities Exchange Act of 1934; and
(ii) in compliance with the disclosure and reporting provision of such applicable section; and
(C) such offer or sale is of securities that do not exceed—
(i) during the two-year period immediately following the date of the filing of the petition, four percent of the securities of such class outstanding on such date; and
(ii) during any 180-day period following such two-year period, one percent of the securities ou
Source: Supplied U.S. Code snapshot — release unconfirmed · 11 U.S.C. § 1145
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Federal law — U.S. Code and appendices · legal_authorities
This subchapter may be cited as the “Securities Act of 1933”.
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77a
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** The proponent of a plan may modify such plan at any time before confirmation, but may not modify such plan so that such plan as modified fails to meet the requirements of sections 1122 and 1123 of this title. After the proponent of a plan files a modification of such plan with the court, the plan as modified becomes the plan.
**(b)** The proponent of a plan or the reorganized debtor may modify such plan at any time after confirmation of such plan and before substantial consummation of such plan, but may not modify such plan so that such plan as modified fails to meet the requirements of sections 1122 and 1123 of this title. Such plan as modified under this subsection becomes the plan only if circumstances warrant such modification and the court, after notice and a hearing, confirms such plan as modified, under [section 1129 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1129&num=0&edition=prelim).
**(c)** The proponent of a modification shall comply with [section 1125 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1125&num=0&edition=prelim) with respect to the plan as modified.
**(d)** Any holder of a claim or interest that has accepted or rejected a plan is deemed to have accepted or rejected, as the case may be, such plan as modified, unless, within the time fixed by the court, such holder changes such holder’s previous acceptance or rejection.
**(e)** If the debtor is an individual, the plan may be modified at any time after confirmation of the plan but before the completion of payments under the plan, whether or not the plan has been substantially consummated, upon request of the debtor, the trustee, the United States trustee, or the holder of an allowed unsecured cla
Source: Supplied U.S. Code snapshot — release unconfirmed · 11 U.S.C. § 1127
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Filing Requirements.—** Upon electing to be a debtor under this subchapter, the debtor shall file the documents required by subparagraphs (A) and (B) of [section 1116(1) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1116/1&num=0&edition=prelim).
**(b) Other Applicable Provisions.—** A debtor, in addition to the duties provided in this title and as otherwise required by law, shall comply with the requirements of section 308 and paragraphs (2), (3), (4), (5), (6), and (7) of [section 1116 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1116&num=0&edition=prelim).
**(c) Separate Disclosure Statement Exemption.—** If the court orders under [section 1181(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1181/b&num=0&edition=prelim) that [section 1125 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1125&num=0&edition=prelim) applies, [section 1125(f) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1125/f&num=0&edition=prelim) shall apply.
Source: Supplied U.S. Code snapshot — release unconfirmed · 11 U.S.C. § 1187
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Federal law — U.S. Code and appendices · legal_authorities
Page 260
TITLE 11—BANKRUPTCY
§ 1125
EFFECTIVE DATE OF 1984 AMENDMENT
Amendment by Pub. L. 98–353 effective with respect
to cases filed 90 days after July 10, 1984, see section
552(a) of Pub. L. 98–353, set out as a note under section
101 of this title.
§ 1125. Postpetition disclosure and solicitation
(a) In this section—
(1) ‘‘adequate information’’ means informa-
tion of a kind, and in sufficient detail, as far
as is reasonably practicable in light of the na-
ture and history of the debtor and the condi-
tion of the debtor’s books and records, includ-
ing a discussion of the potential material Fed-
eral tax consequences of the plan to the debt-
or, any successor to the debtor, and a hypo-
thetical investor typical of the holders of
claims or interests in the case, that would en-
able such a hypothetical investor of the rel-
evant class to make an informed judgment
about the plan, but adequate information need
not include such information about any other
possible or proposed plan and in determining
whether a disclosure statement provides ade-
quate information, the court shall consider
the complexity of the case, the benefit of addi-
tional information to creditors and other par-
ties in interest, and the cost of providing addi-
tional information; and
(2) ‘‘investor typical of holders of claims or
interests of the relevant class’’ means investor
having—
(A) a claim or interest of the relevant
class;
(B) such a relationship with the debtor as
the holders of other claims or interests of
such class generally have; and
(C) such ability to obtain such information
from sources other than the disclosure re-
quired by this section as holders of claims or
interests in such class generally have.
(b) An acceptance or rejection of a plan may
not be solicite
Source: Supplied 2024 U.S. Code historical extraction · 11 U.S.C. § 1125
Stored review status: historical_2024_not_currentness_verified. Same stored citation; legal effect and authority still require review.