16 USC 825d

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16 USC 825d: Officials dealing in securities
Text contains laws through Pub. L. 113-271, except Pub. L. 113-235
From Title 16-TITLE 16 - CONSERVATION
CHAPTER 12-FEDERAL REGULATION AND DEVELOPMENT OF POWER
SUBCHAPTER III-LICENSEES AND PUBLIC UTILITIES; PROCEDURAL AND ADMINISTRATIVE
PROVISIONS
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§825d. Officials dealing in securities
(a) Benefits; making or declaring dividends out of capital account
It shall be unlawful for any officer or director of any public utility to receive for his own benefit, directly or
indirectly, any money or thing of value in respect of the negotiation, hypothecation, or sale by such public
utility of any security issued or to be issued by such public utility, or to share in any of the proceeds thereof,
or to participate in the making or paying of any dividends of such public utility from any funds properly
included in capital account.
(b) Interlocking directorates
(1) In general
After 6 months from August 26, 1935, it shall be unlawful for any person to hold the position of officer or
director of more than one public utility or to hold the position of officer or director of a public utility and the
position of officer or director of any bank, trust company, banking association, or firm that is authorized by
law to underwrite or participate in the marketing of securities of a public utility, or officer or director of any
company supplying electrical equipment to such public utility, unless the holding of such positions shall
have been authorized by order of the Commission, upon due showing in form and manner prescribed by
the Commission, that neither public nor private interests will be adversely affected thereby. The
Commission shall not grant any such authorization in respect of such positions held on August 26, 1935,
unless application for such authorization is filed with the Commission within sixty days after that date.
(2) Applicability
(A) In general
In the circumstances described in subparagraph (B), paragraph (1) shall not apply to a person that
holds or proposes to hold the positions of(i) officer or director of a public utility; and
(ii) officer or director of a bank, trust company, banking association, or firm authorized by law to
underwrite or participate in the marketing of securities of a public utility.
(B) Circumstances
The circumstances described in this subparagraph are that(i) a person described in subparagraph (A) does not participate in any deliberations or decisions of
the public utility regarding the selection of a bank, trust company, banking association, or firm to
underwrite or participate in the marketing of securities of the public utility, if the person serves as an
officer or director of a bank, trust company, banking association, or firm that is under consideration in
the deliberation process;
(ii) the bank, trust company, banking association, or firm of which the person is an officer or director
does not engage in the underwriting of, or participate in the marketing of, securities of the public utility
of which the person holds the position of officer or director;
(iii) the public utility for which the person serves or proposes to serve as an officer or director
selects underwriters by competitive procedures; or
(iv) the issuance of securities of the public utility for which the person serves or proposes to serve
as an officer or director has been approved by all Federal and State regulatory agencies having
jurisdiction over the issuance.

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(c) Statement of prior positions; definitions
(1) On or before April 30 of each year, any person, who, during the calendar year preceding the filing date
under this subsection, was an officer or director of a public utility and who held, during such calendar year,
the position of officer, director, partner, appointee, or representative of any other entity listed in paragraph
(2) shall file with the Commission, in such form and manner as the Commission shall by rule prescribe, a
written statement concerning such positions held by such person. Such statement shall be available to the
public.
(2) The entities listed for purposes of paragraph (1) are as follows(A) any investment bank, bank holding company, foreign bank or subsidiary thereof doing business in
the United States, insurance company, or any other organization primarily engaged in the business of
providing financial services or credit, a mutual savings bank, or a savings and loan association;
(B) any company, firm, or organization which is authorized by law to underwrite or participate in the
marketing of securities of a public utility;
(C) any company, firm, or organization which produces or supplies electrical equipment or coal, natural
gas, oil, nuclear fuel, or other fuel, for the use of any public utility;
(D) any company, firm, or organization which during any one of the 3 calendar years immediately
preceding the filing date was one of the 20 purchasers of electric energy which purchased (for purposes
other than for resale) one of the 20 largest annual amounts of electric energy sold by such public utility (or
by any public utility which is part of the same holding company system) during any one of such three
calendar years;
(E) any entity referred to in subsection (b) of this section; and
(F) any company, firm, or organization which is controlled by any company, firm, or organization
referred to in this paragraph.
On or before January 31 of each calendar year, each public utility shall publish a list, pursuant to rules
prescribed by the Commission, of the purchasers to which subparagraph (D) applies, for purposes of any
filing under paragraph (1) of such calendar year.
(3) For purposes of this subsection(A) The term "public utility" includes any company which is a part of a holding company system which
includes a registered holding company, unless no company in such system is an electric utility.
(B) The terms "holding company", "registered holding company", and "holding company system" have
the same meaning as when used in the Public Utility Holding Company Act of 1935.1
(June 10, 1920, ch. 285, pt. III, §305, as added Aug. 26, 1935, ch. 687, title II, §213, 49 Stat. 856; amended
Pub. L. 95–617, title II, §211(a), Nov. 9, 1978, 92 Stat. 3147 ; Pub. L. 106–102, title VII, §737, Nov. 12,
1999, 113 Stat. 1479 .)

REFERENCES IN TEXT
The Public Utility Holding Company Act of 1935, referred to in subsec. (c)(3)(B), is title I of act
Aug. 26, 1935, ch. 687, 49 Stat. 803, as amended, which was classified generally to chapter 2C
(§79 et seq.) of Title 15, Commerce and Trade, prior to repeal by Pub. L. 109–58, title XII, §1263,
Aug. 8, 2005, 119 Stat. 974 . For complete classification of this Act to the Code, see Tables.

AMENDMENTS
1999-Subsec. (b). Pub. L. 106–102 inserted subsec. heading, designated existing provisions
as par. (1), inserted heading, and substituted "After 6" for "After six", and added par. (2).
1978-Subsec. (c). Pub. L. 95–617 added subsec. (c).

EFFECTIVE DATE OF 1978 AMENDMENT
Pub. L. 95–617, title II, §211(b), Nov. 9, 1978, 92 Stat. 3147 , provided that: "No person shall
be required to file a statement under section 305(c)(1) of the Federal Power Act [subsec. (c)(1)
of this section] before April 30 of the second calendar year which begins after the date of the
enactment of this Act [Nov. 9, 1978] and no public utility shall be required to publish a list under
section 305(c)(2) of such Act [subsec. (c)(2) of this section] before January 31 of such second
calendar year."
1 See References in Text note below.

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