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15 U.S.C. § 77lllBondholders’ lists

submitted 93 years ago by ch. 38 to r/title-15-COMMERCE-AND-TRADE · 663 words · no verdicts yet

in plain englishAI-generated · not legal advice

The company that issues bonds must regularly give the trustee a list of bondholders' names and addresses. If enough bondholders ask, the trustee must either share that list or mail their message for them. Sharing this information isn't illegal under any other law.

(a) Company must file information with the trustee The obligor on the bonds must give (or cause to be given) the institutional trustee, at least every six months and at any other time the trustee requests in writing, all information the obligor or its paying agents have about bondholders' names and addresses. The trustee must preserve that information in as current a form as reasonably practicable, including information it receives while acting as paying agent. (b) Bondholders can get access to that list If three or more bondholders apply in writing, saying they want to communicate with other bondholders about their rights under the indenture or the bonds — and they attach a copy of the proxy or other communication they propose to send, plus reasonable proof each applicant has owned a bond for at least six months — the institutional trustee must, within five business days, elect to either: (1) give the applicants access to all the bondholder information the trustee has; or (2) tell the applicants roughly how many bondholders there are, and roughly what it would cost to mail them the proposed proxy or other communication. If the trustee elects not to give access, then once the applicants provide the material to be mailed and pay (or arrange to pay) the reasonable mailing costs, the trustee must mail the material to all bondholders with reasonable promptness — unless, within five days of that tender, the trustee instead mails the applicants, and files with the SEC together with a copy of the material, a written statement explaining that in the trustee's opinion the mailing would be against bondholders' best interests or would violate the law, and specifying the basis for that opinion. After a hearing on any objections the trustee raises this way, the SEC may — and must, if the trustee or the applicants demand it — enter an order either sustaining one or more objections or rejecting all of them. If the SEC rejects the objections, or if, after sustaining one or more, it later finds (after notice and a hearing) that all sustained objections have been resolved, the trustee must mail the material to all bondholders with reasonable promptness once the applicants renew their tender. (c) Sharing this information is not illegal Disclosing bondholder names and addresses under this section — no matter where the trustee originally got the information — is not treated as violating any existing law, or any future law that doesn't specifically refer to this section. The trustee also cannot be held accountable simply for mailing material requested under subsection (b).
the actual law source: uscode.house.gov ↗public domain
(a) Periodic filing of information by obligor with trustee

Each obligor upon the indenture securities shall furnish or cause to be furnished to the institutional trustee thereunder at stated intervals of not more than six months, and at such other times as such trustee may request in writing, all information in the possession or control of such obligor, or of any of its paying agents, as to the names and addresses of the indenture security holders, and requiring such trustee to preserve, in as current a form as is reasonably practicable, all such information so furnished to it or received by it in the capacity of paying agent.

(b) Access of information to security holders

Within five business days after the receipt by the institutional trustee of a written application by any three or more indenture security holders stating that the applicants desire to communicate with other indenture security holders with respect to their rights under such indenture or under the indenture securities, and accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, and by reasonable proof that each such applicant has owned an indenture security for a period of at least six months preceding the date of such application, such institutional trustee shall, at its election, either—

(1)

afford to such applicants access to all information so furnished to or received by such trustee; or

(2)

inform such applicants as to the approximate number of indenture security holders according to the most recent information so furnished to or received by such trustee, and as to the approximate cost of mailing to such indenture security holders the form of proxy or other communication, if any, specified in such application.

If such trustee shall elect not to afford to such applicants access to such information, such trustee shall, upon the written request of such applicants, mail to all such indenture security holders copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to such trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing, unless within five days after such tender, such trustee shall mail to such applicants, and file with the Commission together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of such trustee, such mailing would be contrary to the best interests of the indenture security holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. After opportunity for hearing upon the objections specified in the written statement so filed, the Commission may, and if demanded by such trustee or by such applicants shall, enter an order either sustaining one or more of such objections or refusing to sustain any of them. If the Commission shall enter an order refusing to sustain any of such objections, or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, such trustee shall mail copies of such material to all such indenture security holders with reasonable promptness after the entry of such order and the renewal of such tender.

(c) Disclosure of information deemed not violative of any law

The disclosure of any such information as to the names and addresses of the indenture security holders in accordance with the provisions of this section, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law, or of any law hereafter enacted which does not specifically refer to this section, nor shall such trustee be held accountable by reason of mailing any material pursuant to a request made under subsection (b) of this section.

Source credit: (May 27, 1933, ch. 38, title III, § 312, as added Aug. 3, 1939, ch. 411, 53 Stat. 1164; amended Pub. L. 101–550, title IV, § 410, Nov. 15, 1990, 104 Stat. 2728.)

history & why it existsrecord from the source credit
  • 1933Enacted · Act of May 27, 1933, ch. 38 · 53 Stat. 1164
  • 1990Amended · Pub. L. 101-550 · 104 Stat. 2728

A history note hasn’t been published yet. The record shows enactment by ch. 38 on 1933-05-27.

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