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45 U.S.C. § 1312 — Public offering

Federal law — U.S. Code and appendices · legal_authorities

45 U.S.C. § 1312 — Public offering

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Stable record: federal_law:legal_authorities:record_usc_94e482943222e4d2ddb1e1a8
Source file: Laws/federal/codes/united-states-code/title-45/section-1312-public-offering--ee81e5610a.md
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Source location: Title 45, Chapter 22, § 1312; chapter-022-conrail-privatization.md

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**(a) Structure of public offering** (1) After the registration statement referred to in [section 1311(c) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title45-section1311/c&num=0&edition=prelim) is declared effective by the Securities and Exchange Commission, the Secretary of Transportation, in consultation with the Secretary of the Treasury, the Chairman of the Board of Directors of the Corporation, and the co-lead managers, shall offer the United States shares for sale in a public offering, except as provided in paragraphs (2) and (3). (2) The Secretary of Transportation, after such consultation, may elect to offer less than all of the United States shares for sale at the time of the initial sale. (3) Under no circumstances shall the Secretary of Transportation offer any of the United States shares for sale unless, before the sale date, the Secretary determines, after such consultation, that the estimated sum of the gross proceeds from the sale of all the United States shares will be an adequate amount. A determination by the Secretary under this paragraph shall not be reviewable. (4) In making a determination under paragraph (3), the Secretary shall have the goal of obtaining at least $2,000,000,000 in aggregate gross proceeds for the United States from the public offering and any payments made under [section 1311(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title45-section1311/b&num=0&edition=prelim). **(b) Subsequent sales** If the Secretary of Transportation elects to offer for sale less than all the United States shares, the Secretary shall sell the remaining United States shares in subsequent public offerings. **(c) Consent of Corporation not required** Any public offering under this section may be made without the consent of the Corporation. **(d) Authority to require stock splits** (1) The Secretary of Transportation, in consultation with the co-lead managers and the Chairman of the Board of Directors of the Corporation, may, in connection with the initial public offering described in subsection (a), before the filing of the registration statement referred to in [section 1311(c) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title45-section1311/c&num=0&edition=prelim), require the Corporation to declare a stock split or reverse stock split. (2) The Corporation shall take such action as may be necessary to comply with the Secretary’s requirements under this subsection. **(e) Cancellation of other securities held by United States** (1) In consideration for amounts transferred to the United States under [section 1311(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title45-section1311/b&num=0&edition=prelim), the Secretary of Transportation shall, concurrent with the initial public offering described in subsection (a), deliver to the Corporation all preferred stock, 7.5 percent debentures, and contingent interest notes of the Corporation. The Corporation shall immediately cancel such debentures, preferred stock, and contingent interest notes, and any interest of the United States in such debentures, preferred stock, and contingent interest notes shall be thereby extinguished. (2) For purposes of regulation by the Commission and State public utility regulation, the actions authorized by this subsection, the public offering, and the value of the consideration received therefor shall not change the value of the Corporation’s assets net of depreciation and shall not be used to alter the calculation of the Corporation’s stock or asset values, rate base, expenses, costs, returns, profits, or revenues, or otherwise affect or be the basis for a change in the regulation of any railroad service, rate, or practice provided or established by the Corporation, or any change in the financial reporting practice of the Corporation. **(f) Minority investment banking firms** The Secretary of Transportation shall ensure that minority owned or controlled investment banking firms shall have an opportunity to participate to a significant degree in any public offering under this subchapter. **(g) Investment banking firm requirements** (1) The level of any investment banking firm’s participation in the public offering shall be consistent with that firm’s financial capabilities. (2) No investment banking firm which was not in existence on September 1, 1986, shall participate in the public offering. **(h) Government Accountability Office authority to conduct audits** The Government Accountability Office may make such audits as may be deemed appropriate by the Comptroller General of the United States of all accounts, books, records, memoranda, correspondence, and other documents and transactions of the Corporation and the co-lead managers associated with the public offering. The co-lead managers shall agree, in writing, to allow the Government Accountability Office to make such audits. The Government Accountability Office shall report the results of all such audits to the Congress.

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Federal law — U.S. Code and appendices · legal_authorities

49 U.S.C. § 1301 — Establishment of Board

**(a) Establishment.—** The Surface Transportation Board is an independent establishment of the United States Government. **(b) Membership.—** (1) The Board shall consist of 5 members, to be appointed by the President, by and with the advice and consent of the Senate. Not more than 3 members may be appointed from the same political party. (2) At all times— (A) at least 3 members of the Board shall be individuals with professional standing and demonstrated knowledge in the fields of transportation, transportation regulation, or economic regulation; and (B) at least 2 members shall be individuals with professional or business experience (including agriculture) in the private sector. (3) The term of each member of the Board shall be 5 years and shall begin when the term of the predecessor of that member ends. An individual appointed to fill a vacancy occurring before the expiration of the term for which the predecessor of that individual was appointed, shall be appointed for the remainder of that term. When the term of office of a member ends, the member may continue to serve until a successor is appointed and qualified, but for a period not to exceed one year. The President may remove a member for inefficiency, neglect of duty, or malfeasance in office. (4) No individual may serve as a member of the Board for more than 2 terms. In the case of an individual appointed to fill a vacancy occurring before the expiration of the term for which the predecessor of that individual was appointed, such individual may not be appointed for more than one additional term. (5) A member of the Board may not have a pecuniary interest in, hold an official relation to, or own stock in or bonds of, a carrier providing transportation by any mode and may not engage in another busines

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Federal law — U.S. Code and appendices · legal_authorities

45 U.S.C. § 797 — Repealed. Pub. L. 99–509, title IV, § 4024(c), Oct. 21, 1986, 100 Stat. 1904

### Statutory Notes Section, Pub. L. 93–236, title VII, § 701, as added Pub. L. 97–35, title XI, § 1143(a), Aug. 13, 1981, 95 Stat. 661; Pub. L. 99–509, title IV, § 4024(a), (b), Oct. 21, 1986, 100 Stat. 1903, related to employee protection agreement. #### Repeal of Section; Continuing Responsibilities of Consolidated Rail Corporation After Sale Date Pub. L. 99–509, title IV, § 4024(c)–(f), Oct. 21, 1986, 100 Stat. 1904, as amended by Pub. L. 99–514, § 2, Oct. 22, 1986, 100 Stat. 2095, provided that: “(c) Repeal of Section 701.—Section 701 of the Regional Rail Reorganization Act of 1973 [[45 U.S.C. 797](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title45-section797&num=0&edition=prelim)] is repealed effective on the sale date [Apr. 2, 1987, see [45 U.S.C. 702](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title45-section702&num=0&edition=prelim)(17A)]. Notwithstanding this repeal—“(1) any dispute or controversy regarding benefits under section 701 shall be determined under the terms of the law in effect prior to such repeal; and “(2) the Railroad Retirement Board shall take such actions as may be necessary to complete administration and closeout of the section 701 program and the Board is authorized to receive and apply Corporation funds for this purpose. “(d) Continuing Responsibilities.—(1) On and after the sale date, the Corporation shall provide the protection for its employees described in ‘Part III, Article III, Employee Protection’, of the ‘Definitive Agreement of September 17, 1985, By and Between Conrail and the Undersigned Representatives of Conrail’s Agreement Employees’ and Appendix 3 thereto, together with any amendments thereto, or under any other terms and conditions as shall be agreed between the Corporation and the repr

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Federal law — U.S. Code and appendices · legal_authorities

49 U.S.C. § 1302 — Functions

Except as otherwise provided in the ICC Termination Act of 1995, or the amendments made thereby, the Board shall perform all functions that, immediately before January 1, 1996, were functions of the Interstate Commerce Commission or were performed by any officer or employee of the Interstate Commerce Commission in the capacity as such officer or employee.

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Federal law — U.S. Code and appendices · legal_authorities

45 U.S.C. § 1303 — Definitions

For the purposes of this chapter— (1) the term “capital expenditures” means amounts expended by the Corporation and its subsidiaries for replacement or rehabilitation of, or enhancements to, the railroad plant, property, trackage, and equipment of the Corporation and its subsidiaries, as determined in accordance with generally accepted accounting principles, and in interpreting generally accepted accounting principles, no amount spent on normal repair, maintenance, and upkeep of such railroad plant, property, trackage, and equipment in the ordinary course of business shall constitute capital expenditures; (2) the term “Commission” means the Interstate Commerce Commission; (3) the term “consolidated funded debt” means the aggregate, after eliminating intercompany items, of all funded debt of the Corporation and its consolidated subsidiaries, consolidated in accordance with generally accepted accounting principles; (4) the term “consolidated tangible net worth” means the market value of the common equity of the Corporation as of the sale date, plus or minus the change from the sale date to the date of measurement in the excess, after making appropriate deductions for any minority interest in the net worth of subsidiaries, of— (A) the assets of the Corporation and its subsidiaries (excluding intercompany items) which, in accordance with generally accepted accounting principles, are tangible assets, after deducting adequate reserves in each case where, in accordance with generally accepted accounting principles, a reserve is proper, over (B) all liabilities of the Corporation and its subsidiaries (excluding intercompany items), taking into account inventory and securities on the basis of the cost or current market value, whichever is lower, and not taking into a

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Federal law — U.S. Code and appendices · legal_authorities

45 U.S.C. § 1342 — Exemption from liability

**(a) In general** No person referred to in section 726(f)(8)(C)(i), (ii), or (iii) of this title shall be liable, for money damages or otherwise, to any party if, with respect to the subject matter of the action, suit, or proceeding, such person was fulfilling a duty, in connection with any action taken under this subchapter, which such person in good faith reasonably believed to be required by law or vested in such person. **(b) Exception** This section shall not apply to claims arising out of 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.], the Securities Exchange Act of 1934 [[15 U.S.C. 78a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78a&num=0&edition=prelim) et seq.], or the Constitution or laws of any State, territory, or possession of the United States relating to transactions in securities, which claims are in connection with a public offering under [section 1312 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title45-section1312&num=0&edition=prelim).

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Federal law — U.S. Code and appendices · legal_authorities

45 U.S.C. § 1312 — Public offering

Page 263 TITLE 45—RAILROADS § 1312 (2) In selecting the investment banking firms to serve as co-lead managers of the public offer- ing under paragraph (1), consideration shall be given to the firm’s institutional and retail dis- tribution capabilities, financial strength, knowl- edge of the railroad industry, experience in large scale public offerings, research capability, and reputation. In addition, recognition shall also be given to contributions made by particular in- vestment banking firms before October 21, 1986, in demonstrating and promoting the long-term financial viability of the Corporation. (b) Payment to United States (1) Not later than 30 days after October 21, 1986, the Corporation shall transfer to the Sec- retary of the Treasury $200,000,000. (2) On or before February 1, 1987, or 30 days be- fore the sale date, whichever occurs first, the Secretary of Transportation shall determine whether to require the Corporation to transfer to the Secretary of the Treasury, in addition to amounts transferred under paragraph (1), not to exceed $100,000,000, taking into account the via- bility of the Corporation. The Corporation shall transfer such funds as are required to be trans- ferred under this paragraph. (c) Registration statement The Corporation shall prepare and cause to be filed with the Securities and Exchange Commis- sion a registration statement with respect to the securities to be offered and sold in accord- ance with the securities laws and the rules and regulations thereunder in connection with the initial and any subsequent public offering. (d) Omitted (Pub. L. 99–509, title IV, § 4011, Oct. 21, 1986, 100 Stat. 1895.) Editorial Notes REFERENCES IN TEXT This part, referred to in subsec. (a), was in the origi- nal ‘‘this subp

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