« ForrigeFortsett »
“(3) The foregoing provisions of this subdivision shall not apply to the allowance or payment of amounts fixed pursuant to sections 40, 48, and 52 of this Act, or to amounts provided for in subdivision (k) of this section.
“(4) In any proceeding involving an individual debtor or a debtor corporation, wherein a trustee, custodian, or receiver has been appointed pursuant to the provisions of clause (2) of subdivision (b) of this section, and where, under the provisions of section 48, as amended, of this Act, such trustee, custodian, or receiver would be entitled to receive for his services in such proceeding an amount which by itself or when added to other amounts received by him during the same calendar years for services performed by him as a trustee, custodian, or receiver in any such proceeding, will exceed $12,000, the judge shall not allow to such trustee, custodian, or receiver compensation in any amount which by itself or when added to such other amount will exceed $12,000.
"(k) The Conservator shall be entitled to, and the court may allow the Conservator, a reasonable fee for services performed by him under this section in connection with a plan of reorganization or proposal for a composition or extension in order to defray his expenses in connection with such services. Such fees shall be in lieu of all other fees to which the Conservator would otherwise be entitled by law, shall be deposited in the Treasury of the United States and credited to miscellaneous receipts.
“(1) In any proceeding involving an individual debtor or a debtor corporation, the debtor shall file a proposal for a composition or extension or reorganization plan within six months of the entry of the order approving the petition or answer (as the case may be) as properly filed. In the case of any such proceeding pending on the date of enactment of this section, in the event such six months expires within one hundred and eighty days from such date of enactment, the debtor shall file a plan or proposal within sixty days from the expiration of such six months, or if such six months has expired on or before such date of enactment, within sixty days from such date of enactment. The judge may from time to time extend the period within which a debtor is required to file a plan or proposal, but no single extension shall be for more than ninety days.
“(m) Any committee or member thereof aggrieved by an order of the Con-servator disapproving the provisions or limitations of a committee agreement, or membership of such committee (including any changes in such agreement or membership) may obtain a review of such order in the circuit court of appeals of the United States (including the United States Court of Appeals for the District of Columbia) within any circuit wherein such person or committee resides or has his or its principal place of business, by filing in such court, within thirty days after the entry of such order a written petition praying that the order of the Conservator be modified or set aside in whole or in part. A copy of such petition shall be forthwith served upon the Conservator and thereupon the Conservator shall certify and file in the court a transcript of the record upon which the order complained of was entered. Upon the filing of such transcript such court shall have exclusive jurisdiction to affirm, modify, or set aside such order, in whole or in part. No objection to the order of the Conservator shall be considered by the court unless such objection shall have been urged before the Conservator or unless there were reasonable grounds for failure so to do. The finding of the Conservator as to the facts, if supported by substantial evidence, shall be conclusive. If application is made to the court for leave to adduce additional evidence, and it is shown to the satisfaction of the court that such additional evidence is material and that there were reasonable grounds for failure to adduce such evidence before the Conservator, the court may order such additional evidence to be taken before the Conservator and to be adduced in such manner and upon such terms and conditions as to the court may seem proper. The Conservator may modify his findings as to the facts, by reasons of the additional evidence so taken, and he shall file such modified or new findings, which, if supported by substantial evidence, shall be conclusive, and his recommendation, if any, for the modification or setting aside of the original order. The judgment and decree of the court affirming, modifying, or setting aside, in whole or in part, any such order of the Conservator, shall be final, subject to review by the Supreme Court of the United States upon certiorari or certification as provided in sections 239 and 240 of the Judicial Code, as amended (U. S. C., 1934 ed., title 28, secs. 346 and 347).
"(n) In any proceeding under this Act not otherwise provided for in this section, or in any equity receivership proceeding in any court of the United States, or of any State, the Conservator may, at the request of the court having jurisdiction of any such proceeding, perform any power, function, or duty which by this section he is authorized to perform in connection with proceedings involving an individual debtor or a debtor corporation, or which by this Act is authorized to be exercised or performed by any official referred to in this Act.
“(0) As used in this section
“(1) The term "debtor corporation means a debtor as used in section 77B of this chapter, whose liabilities include obligations in a total amount of $50,000, or over.
“(2) The term 'individual debtor' means a debtor as used in section 74 of this chapter, whose liabilities include obligations in a total amount of $50,000, or over, which are evidenced by at least ten credit instruments severally owned by not less than ten persons.
"(3) The phrase 'proceeding involving an individual debtor or a debtor corporation' means a proceeding under section 74 or 77B (as the case may be) of this chapter, as amended.
“(4) The term “plan' and 'plan of reorganization' means a plan of reorganization as used in section 77B of this chapter.
“(5) The term 'proposal' and 'proposal for a composition or extension' means a proposal for a composition or extension as used in section 74 of this chapter.
“(6) The term 'committee means any person or group of persons acting, or proposing or purporting to act, for or in behalf of owners or holders of securities for the purpose of protecting, preserving, and forwarding, or either, the common interests of owners or holders of such securities in connection with, or in contemplation of, any proceeding involving an individual debtor or a debtor corporation,
"(7) The term 'committee agreement means any agreement by which the owner or owners, or holder or holders of securities confer upon a committee authority to act for or in their behalf.
“(8) The term 'depositor' means any person conferring upon a committee power to act for or in his behalf.
“(9) The term 'securities' means interests in or claims against any person who is or who could become an individual debtor or a debtor corporation under the provisions of section 74 or 77B (as the case may be) of this chapter, as amended.
“(p) There is hereby authorized to be appropriated for expenditure by the Conservator
“(1) For the fiscal year ending June 30, 1938, $2,000,000,000, or so much thereof as may be necessary, which may be made available immediately; and
“(2) For each fiscal year thereafter, such sums as may be necessary, except that the aggregate of appropriations for any such fiscal year and all prior appropriations for such purpose available for any period after June 30, 1938, shall not exceed the total amount of fees deposited in the Treasury pursuant to subdivision (k).”
LOANS BY THE RECONSTRUCTION FINANCE CORPORATION
SEC. 2. (a) The Reconstruction Finance Corporation or any agency thereof is authorized and empowered :
(1) To make loans to the debtor or other corporation or corporations provided for in a plan of reorganization under section 77B of the Act entitled “An Act to establish a uniform system of bankruptcy throughout the United States”, approved July 1, 1898, as amended, for the purpose of financing and carrying out such reorganization, if such plan has been approved by the Conservator in Bankruptcy in accordance with the provisions of section 77C of such Act.
(2) To make loans to any individual debtor for the purpose of financing a composition or extension of his debts under section 74 of such Act of July 1, 1898, as amended, if the composition or extension proposal has been approved by the Conservator in Bankruptcy in accordance with the provisions of section 770 of such Act.
(b) Loans made under this section shall be made for such periods and at such rates of interest and under such other terms and conditions as the Reconstruction Finance Corporation may prescribe. The aggregate amount of the notes, debentures, bonds, or other obligations which the Reconstruction Finance Corporation is authorized to have outstanding at any one time, is hereby increased by such amounts as may be necessary to carry out the provisions of this section.
REGISTRATION OF PROTECTIVE COMMITTEES
SEC. 3. (a) From and after sixty days after the date of enactment of this section, it shail be unlawful for any protective committee, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails in order to solicit a protective committee agreement or any amendment thereto, or in order to solicit adherence, assent, or consent to any such agreement or amendment, or in order to submit any such agreement or amendment for an expression of assent or dissent or, in order to solicit adherence, assent, or consent to any plan of reorganization or any amendment thereto, or in order to submit any such plan or amendment for an expression of assent or dissent, unless
(1) A statement concerning such agreement, plan, or amendment, complying with the requirements of subsection (b) shall be in effect.
(2) At the time of filing of the statement referred to in paragraph (1), such committee shall file with the Conservator in Bankruptcy (A) an undertaking to file monthly thereafter, until the Conservator shall determine by appropriate order that the committee has ceased operation, a written report under oath, for the period not covered by previous reports, in such form and containing such information concerning the activities of the committee as the Conservator, by rules and regulations, may require as necessary or appropriate for the proper protection of investors, and a list showing the names and the lastknown addresses of any persons (other than those listed in any list previously filed) to whom any individual solicitation or submission is proposed to be addressed at the date of the filing of the list, or was addressed during the period since the filing of the last previous list; and (B) an undertaking to file with the Conservator copies of any amendments thereafter made to the protective committee agreement or plan of reorganization, and copies of any plan of reorganization thereafter adopted pursuant to the provisions of the protective committee agreement, such filing to be made not later than ten days after such amendment is made or such plan is adopted.
(3) At or before the time of solicitation or submission by any such means, the committee shall, (A) in the case of an individual solicitation or submission, send or give to each person to whom the solicitation or submission is addressed a copy of a summary of such of the information contained in the statement required under paragraph (1) as the Conservator may by rules and regulations require as necessary or appropriate for the proper protection of investors, or (B) in the case of solicitation or submission by general notice or advertisement, offer to furnish on request a copy of such summary to any member of the group to which the solicitation or submission is addressed ; and
(4) In any case in which the terms of the protective committee agreement, the composition of the protective committee, and/or the qualifications of its members, fail to conform to the recommendations which may be established by the Conservator from time to time for various classes of securities and types of situations, all written communications or communications by radio, made by the committee in the course of any solicitation or submission of the character referred to in this subsection, shall contain a clear statement to that effect. In the case of a written communication, such statement shall be in print, type, or writing as legible as that used generally throughout the communication and shall be followed by a brief summary of the provisions
matters in which there is failure to conform to the Conservator's recommendations.
(b) The statement required under subsection (a) (1) shall be filed with the Conservator in triplicate, shall be signed by every member of the committee, shall include such information, documents, and exhibits as the Conservator by rules and regulations may require as necessary or appropriate for the proper protection of investors, and shall include specifically information as to the affiliations of the members of the committee and a list giving the last known address of each person known or believed to be the owner or holder of securities to whom any individual solicitation and/or submission is, at the date of filing such statement, proposed to be addressed. A statement with respect to an
amendment to a plan of reorganization or a protective committee agreement concerning which a statement has previously been filed, or with respect to a plan of reorganization adopted pursuant to any such agreement, may be filed as an amendment to such previously filed statement. The provisions of section 6 (d) and section 8 of the Securities Act of 1933, as amended, with reference to registration statements, shall so far as applicable, apply to statements required under subsection (a) (1) of this section, and the provisions of sections 9, 19, 20, 21, and 22 of such Act, as amended, shall, so far as applicable, apply in respect of this section, and for the purpose of so applying any such provisions, as used in any such section, the term “Issuer" shall apply to the protective committee, and the term “Commission” shall mean Conservator. At the time of filing any statement required under such subsection the committee filing the same shall pay to the Conservator a fee of $25. The filing of any such statement or of an amendment thereto shall be deemed to have taken place upon the receipt thereof if it is accompanied by 2 United States postal money order or certified bank check or cash for the amount of the fee required. No such statement shall be filed within the first thirty days after the date of enactment of this section.
(c) The provision of subsection (a) of this section shall not apply to any protective committee which proposes or purports to act for and in behalf of (1) a group of not more than 25 persons; (2) security holders who are all persons resident in, and/or corporations incorporated by and doing business in, the State or Territory in which the members of the committee are all resident; (3) holders of securities of the classes referred to in section 3 (a) (2) or (3) of the Securities Act of 1933, as amended; (4) holders of securities of a value of not more than $50,000.00 as determined in accordance with the rules and regulations of the Conservator, if the committee complies with such terms and conditions as the Conservator may by rules and regula. tions prescribe as necessary or appropriate for the proper protection of in. vestors; or (5) holders of interests in or claims against any individual debtor or debtor corporation (as such debtors are defined in subdivision (o) of section 770 of the Bankruptcy Act of 1898, as amended).
(d) When used in this section
(1) The term “protective committee” means any persons or group of persons acting, or proposing or purporting to act, for or in behalf of owners or holders of securities for the purpose of protecting, preserving, and forwarding, or either, the common interests of owners or holders of such securities in connection with or in contemplation of (A) a reorganization, rehabilitation, or liquidation of, or composition by, the issuer of the securities, (b) the substitution of other securities therefor, (C) a readjustment or modification of the rights or liabilities evidenced by or embodied in the securities, or (D) the assertion of any such rights other than voting rights.
(2) The term “protective committee agreement” means any agreement by which the owner or owners, or holder or holders of securities confer upon a protective committee authority to act for and in their behalf.
(3) The term “plan of reorganization” means any plan or agreement for reorganization, rehabilitation, liquidation, or composition, or for readjustment or modification of securities, or for the assertion of rights (other than voting rights) evidenced by or embodied in any securities.
(4) The term "interstate commerce” has the same meaning as in section 2 (7) of the Securities Act of 1933 as amended.
(e) Neither the fact that a statement required under subsection (a) (1) has been filed or is in effect nor the fact that a stop order is not in effect with respect thereto shall be deemed a finding by the Conservator that such statement is true and accurate on its face or that it does not contain an untrue statement of fact or omit a material fact, or be held to mean that the Conservator has in any way passed upon the merits of, or given approval to, any security, or any protective committee, protective committee agreement, or plan of reorganization. It shall be unlawful to make, or cause to be made, to any person, any representation contrary to the foregoing provisions of this subsection.
(f) Any person who willfully violates any of the provisions of this section, or the rules and regulations promulgated by the Conservator under authority thereof, or any person who willfully fails to carry out the terms of any undertaking filed with the Conservator as required by the provisions of this section, or any person who willfully, or in any statement, list, or report required to be filed under subsection (a) (1) or (2), or in any summary required to be sent, given, or furnished under subsection (a) (3), makes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, shall upon conviction be fined not more than $5,000 or imprisoned not more than five years, or both.
MISCELLANEOUS AMENDMENTS TO THE BANKRUPTCY ACT
SEC. 4. Subdivision (m) of section 74 of the Act entitled “An Act to establish a uniform system of bankruptcy throughout the United States”, approved July 1, 1898, as amended, is amended by inserting after the first sentence thereof the following: “In the case of such a proceeding brought to foreclose a lien on property, a 'final decree' means a decree finally confirming the sale of such property."
SEC, 5. Subdivision (a) of section 77B of such Act of July 2, 1898, as amended, is amended (a) by adding after the word "property" where it first appears in the sixth sentence of such subdivision “(including property in the possession of the trustee or custodian under an indenture, mortgage, deed of trust, or other instrument of a like character)”; and (b) by adding at the end of such subdivision the following: “As used in this section the term 'equity receivership’ includes a proceeding to foreclose a lien on property (whether or not a custodian or receiver has been appointed in such proceeding) if such property represents a substantial portion of a debtor's assets. A final decree in the case of such a proceeding means an order or decree finally confirining a sale of such property.”
SEC. 6. Subdivision (i) of such section 77B is hereby amended to read as follows:
"(i) If all or any part of the property of a corporation is in possession of a trustee or custodian under an indenture, mortgage, deed of trust, or other instrument of a like character, or if a receiver or trustee of all or any part of the property of a corporation has been appointed by a Federal, State, or Territorial court, whether before or after June 7, 1934, at 12 o'clock noon, a petition or answer may be filed under this section by the corporation, or its creditors as provided in subdivision (a) of this section, and if such petition or answer is approved, the trustee or trustees appointed under this section, or the debtor if no trustee is appointed, shall be entitled forthwith to possession of and vested with title to such property (including property in the possession of a trustee or custodian under an indenture, mortgage, deed of trust, or other instrument of a like character), and the judge shall make such orders as he may deem equitable for the protection of obligations incurred by the receiver or prior trustee and for the payment of such reasonable administrative expenses and allowances in the prior proceeding as may be fixed by the court appointing said receiver or prior trustee. If all or any part of the property of a corporation is in possession of a trustee or custodian under an indenture, mortgage, deed of trust, or other instrument of a like character, or if a receiver or trustee of all or any part of the property of a corporation has been appointed by a Federal, or State, or Territorial court prior to the institution of a proceeding involving such corporation under this section, and such proceeding under this section shall be dismissed under subdivision (c), clause (8), of this section, the judge may include in the order of dismissal appropriate orders directing the trustee or trustees, or the debtor if no trustee is appointed, to transfer possession of the debtor's property within the Territorial jurisdiction of such court to the trustee or custodian under such indenture, mortgage, deed of trust, or other instrument, or to the receiver or prior trustee so appointed, upon such terms as the judge may deem equitable for the protection of obligations incurred by any trustee or trustees appointed under this section, and for the payment of administrative expenses and allowances in the proceeding hereunder. For the purposes of this section the words "Federal Court” shall include the district courts of the United States and of the Territories and possessions to which this section and section 77A of this chapter, as amended, are or may hereafter be applicable, the District Court of the United States for the District of Columbia, and the United States Court of Alaska, and the District Court of the United States for the Territory of Hawaii.