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11 U.S.C. § 1145 — Exemption from securities laws
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
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Source location: Title 11, Chapter 11, § 1145; chapter-011-reorganization.md
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**(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 outstanding at the beginning of such 180-day period; or
(4) a transaction by a stockbroker in a security that is executed after a transaction of a kind specified in paragraph (1) or (2) of this subsection in such security and before the expiration of 40 days after the first date on which such security was bona fide offered to the public by the issuer or by or through an underwriter, if such stockbroker provides, at the time of or before such transaction by such stockbroker, a disclosure statement approved under [section 1125 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1125&num=0&edition=prelim), and, if the court orders, information supplementing such disclosure statement.
**(b)**
(1) Except as provided in paragraph (2) of this subsection and except with respect to ordinary trading transactions of an entity that is not an issuer, an entity is an underwriter under section 2(a)(11) of the Securities Act of 1933, if such entity—
(A) purchases a claim against, interest in, or claim for an administrative expense in the case concerning, the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such a claim or interest;
(B) offers to sell securities offered or sold under the plan for the holders of such securities;
(C) offers to buy securities offered or sold under the plan from the holders of such securities, if such offer to buy is—
(i) with a view to distribution of such securities; and
(ii) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan; or
(D) is an issuer, as used in such section 2(a)(11), with respect to such securities.
(2) An entity is not an underwriter under section 2(a)(11) of the Securities Act of 1933 or under paragraph (1) of this subsection with respect to an agreement that provides only for—
(A)
(i) the matching or combining of fractional interests in securities offered or sold under the plan into whole interests; or
(ii) the purchase or sale of such fractional interests from or to entities receiving such fractional interests under the plan; or
(B) the purchase or sale for such entities of such fractional or whole interests as are necessary to adjust for any remaining fractional interests after such matching.
(3) An entity other than an entity of the kind specified in paragraph (1) of this subsection is not an underwriter under section 2(a)(11) of the Securities Act of 1933 with respect to any securities offered or sold to such entity in the manner specified in subsection (a)(1) of this section.
**(c)** An offer or sale of securities of the kind and in the manner specified under subsection (a)(1) of this section is deemed to be a public offering.
**(d)** The Trust Indenture Act of 1939 does not apply to a note issued under the plan that matures not later than one year after the effective date of the plan.
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Federal law — U.S. Code and appendices · legal_authorities
This subchapter may be cited as the “Trust Indenture Act of 1939.”
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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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Federal law — U.S. Code and appendices · legal_authorities
**(a)** If the trustee is authorized to operate the business of the debtor under section 721, 1108, 1183, 1184, 1203, 1204, or 1304 of this title, unless the court orders otherwise, the trustee may obtain unsecured credit and incur unsecured debt in the ordinary course of business allowable under [section 503(b)(1) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section503/b/1&num=0&edition=prelim) as an administrative expense.
**(b)** The court, after notice and a hearing, may authorize the trustee to obtain unsecured credit or to incur unsecured debt other than under subsection (a) of this section, allowable under [section 503(b)(1) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section503/b/1&num=0&edition=prelim) as an administrative expense.
**(c)** If the trustee is unable to obtain unsecured credit allowable under [section 503(b)(1) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section503/b/1&num=0&edition=prelim) as an administrative expense, the court, after notice and a hearing, may authorize the obtaining of credit or the incurring of debt—
(1) with priority over any or all administrative expenses of the kind specified in section 503(b) or 507(b) of this title;
(2) secured by a lien on property of the estate that is not otherwise subject to a lien; or
(3) secured by a junior lien on property of the estate that is subject to a lien.
**(d)**
(1) The court, after notice and a hearing, may authorize the obtaining of credit or the incurring of debt secured by a senior or equal lien on property of the estate that is subject to a lien only if—
(A) the trustee is unable to obtain such credit otherwise; and
(B) there is adequate protection of the
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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
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Reports by issuer of security; contents** Every issuer of a security registered pursuant to section 78l of this title shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security—
(1) such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to section 78l of this title, except that the Commission may not require the filing of any material contract wholly executed before July 1, 1962.
(2) such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe.
Every issuer of a security registered on a national securities exchange shall also file a duplicate original of such information, documents, and reports with the exchange. In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement that became effective under this chapter or the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.] and, with respect to any such statement or reports, an emerging growth company may not be
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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
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Federal law — U.S. Code and appendices · legal_authorities
This subchapter may be cited as the “Securities Act of 1933”.
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** The holder of a claim or interest allowed under [section 502 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section502&num=0&edition=prelim) may accept or reject a plan. If the United States is a creditor or equity security holder, the Secretary of the Treasury may accept or reject the plan on behalf of the United States.
**(b)** For the purposes of subsections (c) and (d) of this section, a holder of a claim or interest that has accepted or rejected the plan before the commencement of the case under this title is deemed to have accepted or rejected such plan, as the case may be, if—
(1) the solicitation of such acceptance or rejection was in compliance with any applicable nonbankruptcy law, rule, or regulation governing the adequacy of disclosure in connection with such solicitation; or
(2) if there is not any such law, rule, or regulation, such acceptance or rejection was solicited after disclosure to such holder of adequate information, as defined in [section 1125(a) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title11-section1125/a&num=0&edition=prelim).
**(c)** A class of claims has accepted a plan if such plan has been accepted by creditors, other than any entity designated under subsection (e) of this section, that hold at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors, other than any entity designated under subsection (e) of this section, that have accepted or rejected such plan.
**(d)** A class of interests has accepted a plan if such plan has been accepted by holders of such interests, other than any entity designated under subsection (e) of this section, that hold at least two-thirds in amount of the allowed inter
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Federal law — U.S. Code and appendices · legal_authorities
Page 276
TITLE 11—BANKRUPTCY
§ 1143
§ 1143. Distribution
If a plan requires presentment or surrender of
a security or the performance of any other act
as a condition to participation in distribution
under the plan, such action shall be taken not
later than five years after the date of the entry
of the order of confirmation. Any entity that
has not within such time presented or surren-
dered such entity’s security or taken any such
other action that the plan requires may not par-
ticipate in distribution under the plan.
(Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2639.)
HISTORICAL AND REVISION NOTES
SENATE REPORT NO. 95–989
Section 1143 fixes a 5-year limitation on presentment
or surrender of securities or the performance of any
other act that is a condition to participation in dis-
tribution under the plan. The 5 years runs from the
date of the entry of the order of confirmation. Any en-
tity that does not take the appropriate action with the
5-year period is barred from participation in the dis-
tribution under the plan.
§ 1144. Revocation of an order of confirmation
On request of a party in interest at any time
before 180 days after the date of the entry of the
order of confirmation, and after notice and a
hearing, the court may revoke such order if and
only if such order was procured by fraud. An
order under this section revoking an order of
confirmation shall—
(1) contain such provisions as are necessary
to protect any entity acquiring rights in good
faith reliance on the order of confirmation;
and
(2) revoke the discharge of the debtor.
(Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2639; Pub. L.
98–353, title III, § 515, July 10, 1984, 98 Stat. 387.)
HISTORICAL AND REVISION NOTES
SENATE REPORT NO. 95–989
If an order of confirmation was procured
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