45 U.S.C. § 1322 — Ownership limitations

Page 265 TITLE 45—RAILROADS § 1323 1 See References in Text note below. (b) Compliance certificates (1) Within 90 days after the close of each of its fiscal years, or at the time its financial state- ments have been audited, whichever occurs later, the Corporation shall deliver to the Sec- retary of Transportation a certificate executed by an executive officer of the Corporation. Such certificate shall certify that, as of such date, the Corporation is in compliance with all require- ments (other than the requirement regarding a common stock dividend or a preferred stock div- idend) set forth in this section. Such certificate shall include audited consolidated financial statements. (2) Within 5 days after the declaration of any common stock dividend or preferred stock divi- dend, the Corporation shall deliver to the Sec- retary of Transportation a certificate executed by an executive officer of the Corporation. Such certificate shall certify that, after giving effect to any such dividend, the Corporation shall be in compliance with any requirement regarding a common stock dividend or a preferred stock div- idend set forth in this section. Such certificate shall include— (A) quarterly financial statements; and (B) a report of the Corporation’s total cap- ital expenditures, for the period with respect to which the dividend has been declared, and the fiscal year to date, and shall compare such capital expenditures to the budgeted capital expenditures and to the capital expenditures during the comparable peri- ods of the previous fiscal year. (Pub. L. 99–509, title IV, § 4021, Oct. 21, 1986, 100 Stat. 1898; Pub. L. 101–213, § 2(b)(3), Dec. 11, 1989, 103 Stat. 1843.) Editorial Notes AMENDMENTS 1989—Subsec. (a)(2). Pub. L. 101–213 struck out par. (2) which set forth circumstances under which Corporation could declare or pay a common or preferred stock divi- dend and defined terms ‘‘common stock dividend’’ and ‘‘preferred stock dividend’’. Statutory Notes and Related Subsidiaries ABOLITION OF INTERSTATE COMMERCE COMMISSION AND TRANSFER OF FUNCTIONS Interstate Commerce Commission abolished and func- tions of Commission transferred, except as otherwise provided in Pub. L. 104–88, to Surface Transportation Board effective Jan. 1, 1996, by section 1302 of Title 49, Transportation, and section 101 of Pub. L. 104–88, set out as a note under section 1301 of Title 49. References to Interstate Commerce Commission deemed to refer to Surface Transportation Board, a member or employee of the Board, or Secretary of Transportation, as appro- priate, see section 205 of Pub. L. 104–88, set out as a note under section 1301 of Title 49. § 1322. Ownership limitations (a) General (1) During a period of 3 years beginning on the sale date, no person, directly or indirectly, may acquire or hold securities representing more than 10 percent of the total votes of all out- standing voting securities of the Corporation. (2) This subsection shall not apply— (A) to the employee stock ownership plan (or successor plans) of the Corporation, (B) to the Secretary of Transportation, (C) to a railroad as described under sub- section (b), (D) to underwriting syndicates holding shares for resale, or (E) in the case of shares beneficially held for others, to commercial banks, broker-dealers, clearing corporations, or other nominees. (b) Railroads (1) During a period of 1 year beginning on the sale date, no railroad may purchase or hold, di- rectly or indirectly, more than 10 percent of any class of stock of the Corporation. During such period, no railroad may file an application with the Commission for a merger or consolidation with the Corporation or the acquisition of con- trol of the Corporation under section 11344 1 of title 49. (2) During a period of 3 years beginning on the sale date, any railroad which purchases or holds any stock of the Corporation shall vote such stock in the same proportion as all other com- mon stock of the Corporation is voted. After the expiration of 1 year after the sale date, the pre- ceding sentence shall not apply to any railroad with respect to which the Commission has ap- proved an application for a merger or consolida- tion with the Corporation or the acquisition of control of the Corporation under section 11344 1 of title 49. (3) As used in this subsection, the term ‘‘rail- road’’ means a class I railroad as determined by the Commission under the definition in effect on October 21, 1986, and includes any entity control- ling, controlled by, or under common control with any railroad (other than the Corporation or its subsidiaries). (Pub. L. 99–509, title IV, § 4022, Oct. 21, 1986, 100 Stat. 1900.) Editorial Notes REFERENCES IN TEXT Section 11344 of title 49, referred to in subsec. (b)(1), (2), was omitted in the general amendment of subtitle IV of Title 49, Transportation, by Pub. L. 104–88, title I, § 102(a), Dec. 29, 1995, 109 Stat. 804. Provisions similar to those in section 11344 are contained in sections 11324 and 14303 of Title 49. Statutory Notes and Related Subsidiaries ABOLITION OF INTERSTATE COMMERCE COMMISSION AND TRANSFER OF FUNCTIONS Interstate Commerce Commission abolished and func- tions of Commission transferred, except as otherwise provided in Pub. L. 104–88, to Surface Transportation Board effective Jan. 1, 1996, by section 1302 of Title 49, Transportation, and section 101 of Pub. L. 104–88, set out as a note under section 1301 of Title 49. References to Interstate Commerce Commission deemed to refer to Surface Transportation Board, a member or employee of the Board, or Secretary of Transportation, as appro- priate, see section 205 of Pub. L. 104–88, set out as a note under section 1301 of Title 49. § 1323. Board of Directors The Board of Directors of the Corporation shall be comprised as follows: