---
kind: "section"
citation: "15 U.S.C. § 77ee"
title: "15"
title_heading: "Commerce and Trade"
number: "77ee"
heading: "Directors of Corporation, powers and duties generally"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/77ee"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter II — Foreign Securities"
---

# §77ee. Directors of Corporation, powers and duties generally


The board of directors may—

- (1) Convene meetings of holders of foreign [securities](/usc/15/77b.md?p=a-1).
- (2) Invite the deposit and undertake the custody of foreign [securities](/usc/15/77b.md?p=a-1) which have defaulted in the payment either of principal or interest, and issue receipts or certificates in the place of [securities](/usc/15/77b.md?p=a-1) so deposited.
- (3) Appoint committees from the directors of the Corporation and/or all other [persons](/usc/15/77b.md?p=a-2) to represent holders of any class or classes of foreign [securities](/usc/15/77b.md?p=a-1) which have defaulted in the payment either of principal or interest and determine and regulate the functions of such committees. The chairman and vice chairman of the board of directors shall be ex officio chairman and vice chairman of each committee.
- (4) Negotiate and carry out, or assist in negotiating and carrying out, arrangements for the resumption of payments due or in arrears in respect of any foreign [securities](/usc/15/77b.md?p=a-1) in default or for rearranging the terms on which such [securities](/usc/15/77b.md?p=a-1) may in future be held or for converting and exchanging the same for new [securities](/usc/15/77b.md?p=a-1) or for any other object in relation thereto; and under this paragraph any plan or [agreement](/usc/15/7a.md?p=2) made with respect to such [securities](/usc/15/77b.md?p=a-1) shall be binding upon depositors, providing that the consent of holders resident in the United States of 60 per centum of the [securities](/usc/15/77b.md?p=a-1) deposited with the Corporation shall be obtained.
- (5) Undertake, superintend, or take part in the collection and application of funds derived from foreign [securities](/usc/15/77b.md?p=a-1) which come into the possession of or under the control or management of the Corporation.
- (6) Collect, preserve, publish, circulate, and render available in readily accessible form, when deemed essential or necessary, documents, statistics, reports, and information of all kinds in respect of foreign [securities](/usc/15/77b.md?p=a-1), including particularly records of foreign external [securities](/usc/15/77b.md?p=a-1) in default and records of the progress made toward the payment of past-due obligations.
- (7) Take such steps as it may deem expedient with the view of securing the adoption of clear and simple forms of foreign [securities](/usc/15/77b.md?p=a-1) and just and sound principles in the conditions and terms thereof.
- (8) Generally, act in the name and on behalf of the holders of foreign [securities](/usc/15/77b.md?p=a-1) the care or representation of whose interests may be entrusted to the Corporation; conserve and protect the rights and interests of holders of foreign [securities](/usc/15/77b.md?p=a-1) issued, sold, or owned in the United States; adopt measures for the protection, vindication, and preservation or reservation of the rights and interests of holders of foreign [securities](/usc/15/77b.md?p=a-1) either on any default in or on breach or contemplated breach of the conditions on which such foreign [securities](/usc/15/77b.md?p=a-1) may have been issued, or otherwise; obtain for such holders such legal and other assistance and advice as the board of directors may deem expedient; and do all such other things as are incident or conducive to the attainment of the above objects.

## Source credit

(May 27, 1933, ch. 38, title II, § 204, 48 Stat. 94.)