--- kind: "section" citation: "15 U.S.C. § 80a–25" title: "15" title_heading: "Commerce and Trade" number: "80a–25" heading: "Reorganization plans; reports by Commission" release: "119-102" date: "2026-07-12" url: "https://uscodex.org/usc/15/80a-25" units: - "Chapter 2D — Investment Companies and Advisers" - "Subchapter I — Investment Companies" --- # §80a–25. Reorganization plans; reports by Commission - (a) **Filing of reorganization plan and other information with Commission—** Any [person](/usc/15/80a–2.md?p=a-28) who, by use of the mails or any [means or instrumentality of interstate commerce](/usc/15/80a–2.md?p=a-25) or otherwise, solicits or permits the use of his name to solicit any proxy, consent, authorization, power of attorney, ratification, deposit, or dissent in respect of any plan of [reorganization](/usc/15/80a–2.md?p=a-33) of any registered investment [company](/usc/15/80a–2.md?p=a-8) shall file with, or mail to, the [Commission](/usc/15/80a–2.md?p=a-7) for its information, within twenty-four hours after the commencement of any such solicitation, a copy of such plan and any deposit [agreement](/usc/15/7a.md?p=2) relating thereto and of any proxy, consent, authorization, power of attorney, ratification, instrument of deposit, or instrument of dissent in respect thereto, if or to the extent that such documents shall not already have been filed with the [Commission](/usc/15/80a–2.md?p=a-7). - (b) **Advisory report by Commission at request of shareholders—** The [Commission](/usc/15/80a–2.md?p=a-7) is authorized, if so requested, prior to any solicitation of [security](/usc/15/80a–2.md?p=a-36) holders with respect to any plan of [reorganization](/usc/15/80a–2.md?p=a-33), by any registered investment [company](/usc/15/80a–2.md?p=a-8) which is, or any of the [securities](/usc/15/80a–2.md?p=a-36) of which are, the subject of or is a participant in any such plan, or if so requested by the holders of 25 per centum of any class of its outstanding [securities](/usc/15/80a–2.md?p=a-36), to render an advisory report in respect of the fairness of any such plan and its effect upon any class or classes of [security](/usc/15/80a–2.md?p=a-36) holders. In such event any registered investment [company](/usc/15/80a–2.md?p=a-8), in respect of which the [Commission](/usc/15/80a–2.md?p=a-7) shall have rendered any such advisory report, shall mail promptly a copy of such advisory report to all its [security](/usc/15/80a–2.md?p=a-36) holders affected by any such plan: Provided, That such advisory report shall have been received by it at least forty-eight hours (not including Sundays and holidays) before final action is taken in relation to such plan at any meeting of [security](/usc/15/80a–2.md?p=a-36) holders called to act in relation thereto, or any adjournment of any such meeting, or if no meeting be called, then prior to the final date of acceptance of such plan by [security](/usc/15/80a–2.md?p=a-36) holders. In respect of [securities](/usc/15/80a–2.md?p=a-36) not registered as to ownership, in lieu of mailing a copy of such advisory report, such registered [company](/usc/15/80a–2.md?p=a-8) shall publish promptly a statement of the existence of such advisory report in a newspaper of general circulation in its principal place of business and shall make available copies of such advisory report upon request. Notwithstanding the provision of this section the [Commission](/usc/15/80a–2.md?p=a-7) shall not render such advisory report although so requested by any such investment [company](/usc/15/80a–2.md?p=a-8) or such [security](/usc/15/80a–2.md?p=a-36) holders if the fairness or feasibility of said plan is in issue in any proceeding pending in any court of competent jurisdiction unless such plan is submitted to the [Commission](/usc/15/80a–2.md?p=a-7) for that purpose by such court. - (c) **Enjoinder of plan of reorganization—** Any district court of the United States in the [State](/usc/15/80a–2.md?p=a-39) of incorporation of a registered investment [company](/usc/15/80a–2.md?p=a-8), or any such court for the district in which such [company](/usc/15/80a–2.md?p=a-8) maintains its principal place of business, is authorized to enjoin the consummation of any plan of [reorganization](/usc/15/80a–2.md?p=a-33) of such registered investment [company](/usc/15/80a–2.md?p=a-8) upon proceedings instituted by the [Commission](/usc/15/80a–2.md?p=a-7) (which is authorized so to proceed upon behalf of [security](/usc/15/80a–2.md?p=a-36) holders of such registered [company](/usc/15/80a–2.md?p=a-8), or any class thereof), if such court shall determine that any such plan is not fair and equitable to all [security](/usc/15/80a–2.md?p=a-36) holders. - (d) **Application of section to reorganizations under title 11—** Nothing contained in this section shall in any way affect or derogate from the powers of the courts of the United States and the [Commission](/usc/15/80a–2.md?p=a-7) with reference to [reorganizations](/usc/15/80a–2.md?p=a-33) contained in title 11. ## Source credit (Aug. 22, 1940, ch. 686, title I, § 25, 54 Stat. 826; Pub. L. 91–547, § 14, Dec. 14, 1970, 84 Stat. 1424; Pub. L. 95–598, title III, § 310(c), Nov. 6, 1978, 92 Stat. 2676.) ## Notes ### Editorial Notes ### Amendments 1978—Subsec. (d). Pub. L. 95–598 substituted “title 11” for “the Bankruptcy Act of 1898, as amended”. 1970—Subsec. (c). Pub. L. 91–547 substituted “that any such plan is not fair and equitable to all security holders” for “any such plan to be grossly unfair or to constitute gross misconduct or gross abuse of trust on the part of the officers, directors, or investment advisers of such registered company or other sponsors of such plan”. ### Statutory Notes and Related Subsidiaries ### Effective Date of 1978 Amendment Amendment effective Oct. 1, 1979, see section 402(a) of Pub. L. 95–598, set out as an Effective Date note preceding section 101 of Title 11, Bankruptcy. ### Effective Date of 1970 Amendment Amendment by Pub. L. 91–547 effective Dec. 14, 1970, see section 30 of Pub. L. 91–547, set out as a note under section 80a–52 of this title. ### Executive Documents ### Transfer of Functions For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.