DOT 49 CFR PART 1013-2010 GUIDELINES FOR THE PROPER USE OF VOTING TRUSTS.pdf

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1、38 49 CFR Ch. X (10110 Edition) 1012.7 1012.7 Meetings which may be closed to the public. (a) A meeting may be closed pursuant to this section only if a majority of the Board Members eligible to participate in the conduct or disposition of the matter which is the subject of the meeting votes to clos

2、e the meeting. (b) A single vote may be taken to close a series of meetings on the same particular matters held within 30 days of the initial meeting in the series. (c) With respect to any meeting closed to the public under this section, the General Counsel of the Board will issue his or her certifi

3、cation that, in his opinion, the meeting is one which may properly be closed pursuant to one or more of the provisions of paragraph (d) of this section. (d) Meetings or portions of meetings may be closed to the public if the meeting or portion thereof is likely to: (1) Disclose matters (i) specifica

4、lly authorized under criteria established by an Executive order to be kept secret in the interests of national defense or foreign policy and (ii) in fact properly classified pursuant to such Executive order. (2) Relate solely to the internal per-sonnel rules and practices of the Board. (3) Disclose

5、matters specifically ex-empted from disclosure by statute (other than 5 U.S.C. 552); Provided, That such statute (A) requires that the mat-ters be withheld from the public in such a manner as to leave no discretion on the issue, or (B) establishes par-ticular criteria for withholding or re-fers to p

6、articular types of matters to be withheld. (4) Disclose trade secrets or commer-cial information obtained from a per-son and privileged or confidential. (5) Involve accusing any person of a crime, or formally censuring any per-son. (6) Disclose information of a personal nature where disclosure would

7、 con-stitute a clearly unwarranted invasion of personal privacy. (7) Disclose investigatory records compiled for law enforcement purposes, or information which if written would be contained in such records, but only to the extent that the production of such records or information would (i) interfere

8、 with enforcement pro-ceedings, (ii) deprive a person of a right to a fair trial or an impartial adjudica-tion, (iii) constitute an unwarranted invasion of personal privacy, (iv) dis-close the identity of a confidential source and (in the case of a record com-piled by a criminal law enforcement auth

9、ority in the course of a criminal investigation, or by an agency con-ducting a lawful national security in-telligence investigation) disclose con-fidential information furnished only by the confidential source, (v) disclose in-vestigative techniques and procedures, or (vi) endanger the life or physi

10、cal safety of law enforcement personnel. (8) Disclose information the pre-mature disclosure of which could (i) lead to significant financial specula-tion in currencies, securities, or com-modities, or (ii) significantly endanger the stability of any financial institu-tion. (9) Disclose information,

11、the pre-mature disclosure of which would be likely significantly to frustrate imple-mentation of a proposed Board action, except that this subparagraph shall not apply in any instance after the content or nature of the proposed Board action has already been disclosed to the public by the Board, or w

12、here the Board is re-quired by law to make such disclosure prior to the taking of final Board ac-tion on such proposal. (10) Specifically concern the issuance of a subpoena. (11) Specifically concern the Boards participation in a civil action or pro-ceeding or an arbitration. (12) Specifically conce

13、rn the initi-ation, conduct, or disposition of a par-ticular case or formal adjudication conducted pursuant to the procedures in 5 U.S.C. 554 or otherwise involving a determination on the record after an opportunity for hearing. PART 1013GUIDELINES FOR THE PROPER USE OF VOTING TRUSTS Sec. 1013.1 The

14、 independence of the trustee of a voting trust. 1013.2 The irrevocability of the trust. 1013.3 Review and reporting requirements for regulated carriers. AUTHORITY: 49 U.S.C. 721, 13301(f). VerDate Mar2010 15:03 Nov 23, 2010 Jkt 220219 PO 00000 Frm 00048 Fmt 8010 Sfmt 8010 Y:SGML220219.XXX 220219jdjo

15、nes on DSKHWCL6B1PROD with CFRProvided by IHSNot for ResaleNo reproduction or networking permitted without license from IHS-,-,-39 Surface Transportation Board, DOT 1013.3 SOURCE: 44 FR 59909, Oct. 17, 1979, unless otherwise noted. 1013.1 The independence of the trust-ee of a voting trust. (a) In or

16、der to avoid an unlawful con-trol violation, the independent voting trust should be established before a controlling block of voting securities is purchased. (b) In voting the trusteed stock, the trustee should maintain complete inde-pendence from the creator of the trust (the settlor). (c) Neither

17、the trustee, the settlor, nor their respective affiliates should have any officers or board members in common or direct business arrange-ments, other than the voting trust, that could be construed as creating an indicium of control by the settlor over the trustee. (d) The trustee should not use the

18、voting power of the trust in any way which would create any dependence or intercorporate relationship between the settlor and the carrier whose cor-porate securities constitute the corpus of the trust. (e) The trustee should be entitled to receive cash dividends declared and paid upon the trusteed v

19、oting stock and turn them over to the settlor. Divi-dends other than cash should be re-ceived and held by the trustee upon the same terms and conditions as the stock which constitutes the corpus of the trust. (f) If the trustee becomes disqualified because of a violation of the trust agreement or if

20、 the trustee resigns, the settlor should appoint a successor trustee within 15 days. 1013.2 The irrevocability of the trust. (a) The trust and the nomination of the trustee during the term of the trust should be irrevocable. (b) The trust should remain in effect until certain events, specified in th

21、e trust, occur. For example, the trust might remain in effect until (1) all the deposited stock is sold to a person not affiliated with the settlor or (2) the trustee receives a Board decision au-thorizing the settlor to acquire control of the carrier or authorizing the re-lease of the securities fo

22、r any reason. (c) The settlor should not be able to control the events terminating the trust except by filing with this Board an application to control the carrier whose stock is held in trust. (d) The trust agreement should con-tain provisions to ensure that no viola-tions of 49 U.S.C. 11343 will r

23、esult from termination of the trust. 1013.3 Review and reporting require-ments for regulated carriers. (a) Any carrier choosing to utilize a voting trust may voluntarily submit a copy of the voting trust to the Board for review. The Boards staff will give an informal, nonbinding opinion as to whethe

24、r the voting trust effectively in-sulates the settlor from any violation of Board policy against unauthorized acquisition of control of a regulated carrier. (b) Any person who establishes an independent trust for the receipt of the voting stock of carrier must file a copy of the trust, along with an

25、y auxiliary or modifying documents, with the Board. (c) Any carrier required to file a Schedule 13D with the Securities and Exchange Board (17 CFR 240.13d1) which reports the purchase of 5 percent or more of the registered securities of another I.C.C. regulated carrier (or the listed shares of a com

26、pany controlling 10 percent or more of the stock of an I.C.C. regulated carrier), must simulta-neously file a copy of that schedule with this Board, along with any supple-ments to that schedule. (d) Failure to comply with the re-porting requirements in paragraphs (b) or (c) of this section will resu

27、lt in de-nial of the application in which acqui-sition of control, through the acquisi-tion of the voting stock of another car-rier, is sought, unless the applicant shows, by clear and convincing evi-dence, and the Board finds, that the failure to comply was unintentional and that denial of the appl

28、ication will substantially and adversely affect the public interest and the national trans-portation policy. VerDate Mar2010 15:03 Nov 23, 2010 Jkt 220219 PO 00000 Frm 00049 Fmt 8010 Sfmt 8010 Y:SGML220219.XXX 220219jdjones on DSKHWCL6B1PROD with CFRProvided by IHSNot for ResaleNo reproduction or networking permitted without license from IHS-,-,-