Relevant Statutory Provisions

§10502. Authority to exempt rail carrier transportation
(a) In a matter related to a rail carrier providing transportation subject to the jurisdiction of the
Board under this part, the Board, to the maximum extent consistent with this part, shall exempt a
person, class of persons, or a transaction or service whenever the Board finds that the application
in whole or in part of a provision of this part—
(1) is not necessary to carry out the transportation policy of section 10101 of this
title; and
(2) either—
(A) the transaction or service is of limited scope; or
(B) the application in whole or in part of the provision is not needed to protect
shippers from the abuse of market power.
(b) The Board may, where appropriate, begin a proceeding under this section on its own
initiative or on application by the Secretary of Transportation or an interested party. The Board
shall, within 90 days after receipt of any such application, determine whether to begin an
appropriate proceeding. If the Board decides not to begin a class exemption proceeding, the
reasons for the decision shall be published in the Federal Register. Any proceeding begun as a
result of an application under this subsection shall be completed within 9 months after it is
begun.
(c) The Board may specify the period of time during which an exemption granted under this
section is effective.
(d) The Board may revoke an exemption, to the extent it specifies, when it finds that
application in whole or in part of a provision of this part to the person, class, or transportation is
necessary to carry out the transportation policy of section 10101 of this title. The Board shall,
within 90 days after receipt of a request for revocation under this subsection, determine whether
to begin an appropriate proceeding. If the Board decides not to begin a proceeding to revoke a
class exemption, the reasons for the decision shall be published in the Federal Register. Any
proceeding begun as a result of a request under this subsection shall be completed within 9
months after it is begun.
(e) No exemption order issued pursuant to this section shall operate to relieve any rail carrier
from an obligation to provide contractual terms for liability and claims which are consistent with
the provisions of section 11706 of this title. Nothing in this subsection or section 11706 of this
title shall prevent rail carriers from offering alternative terms nor give the Board the authority to
require any specific level of rates or services based upon the provisions of section 11706 of this
title.
(f) The Board may exercise its authority under this section to exempt transportation that is
provided by a rail carrier as part of a continuous intermodal movement.
(g) The Board may not exercise its authority under this section to relieve a rail carrier of its
obligation to protect the interests of employees as required by this part.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 808.)
PRIOR PROVISIONS
Provisions similar to those in this section were contained in section 10505 of this title prior to the
general amendment of this subtitle by Pub. L. 104–88, §102(a).
Prior sections 10502 to 10505, 10521 to 10531, 10541 to 10544, and 10561, were omitted in the
general amendment of this subtitle by Pub. L. 104–88, §102(a).

Section 10502, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1360, related to Interstate Commerce
Commission jurisdiction over express carrier transportation.
Section 10503, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1360, related to railroad and water
transportation connections and rates. See section 10703 of this title.
Section 10504, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1360; Pub. L. 97–449, §4(b)(4), Jan. 12, 1983,
96 Stat. 2441; Pub. L. 103–272, §4(j)(16), July 5, 1994, 108 Stat. 1369, related to jurisdiction of
Commission over mass transportation provided by local governments. See section 10501 of this title.
Section 10505, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1361; Pub. L. 96–448, title II, §213, Oct. 14,
1980, 94 Stat. 1912; Pub. L. 103–311, title II, §205(a), (c)(1), Aug. 26, 1994, 108 Stat. 1683, 1684,
related to authority of Commission to exempt rail carrier and motor carrier transportation. See sections
10502 and 13541 of this title.
Section 10521, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1361; Pub. L. 96–296, §31(b), July 1, 1980, 94
Stat. 824; Pub. L. 97–261, §6(f), Sept. 20, 1982, 96 Stat. 1107; Pub. L. 99–521, §6(a), Oct. 22, 1986, 100
Stat. 2994; Pub. L. 103–305, title VI, §601(b)(2)(C), Aug. 23, 1994, 108 Stat. 1606; Pub. L. 103–311,
title II, §211(b)(1), Aug. 26, 1994, 108 Stat. 1689, related to jurisdiction of Commission over motor
carrier transportation. See section 13501 of this title.
Section 10522, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1362, related to exempt transportation between
Alaska and other States. See section 13502 of this title.
Section 10523, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1362; Pub. L. 99–521, §6(b), Oct. 22, 1986,
100 Stat. 2994, related to exempt motor vehicle transportation in terminal areas. See section 13503 of this
title.
Section 10524, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1363; Pub. L. 96–296, §9, July 1, 1980, 94 Stat.
798, related to Commission jurisdiction over transportation furthering a primary business. See section
13505 of this title.
Section 10525, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1363; Pub. L. 96–258, §1(4), June 3, 1980, 94
Stat. 425; Pub. L. 97–261, §30, Sept. 20, 1982, 96 Stat. 1128, related to exempt motor carrier
transportation entirely in one State. See section 13504 of this title.
Section 10526, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1364; Pub. L. 96–258, §1(5), June 3, 1980, 94
Stat. 425; Pub. L. 96–296, §§7, 21(a), 24(a), July 1, 1980, 94 Stat. 797, 812, 814; Pub. L. 96–454, §11(a),
Oct. 15, 1980, 94 Stat. 2023; Pub. L. 97–261, §14(d), Sept. 20, 1982, 96 Stat. 1114; Pub. L. 97–377,
§152, Dec. 21, 1982, 96 Stat. 1918; Pub. L. 97–449, §5(g)(1), Jan. 12, 1983, 96 Stat. 2442; Pub. L. 98–
216, §2(8), Feb. 14, 1984, 98 Stat. 5; Pub. L. 98–554, title II, §227(c), Oct. 30, 1984, 98 Stat. 2852; Pub.
L. 103–272, §4(j)(17), July 5, 1994, 108 Stat. 1369, related to miscellaneous motor carrier transportation
exemptions. See section 13506 of this title.
Section 10527, added Pub. L. 96–296, §16(a), July 1, 1980, 94 Stat. 810; amended Pub. L. 103–272,
§5(m)(16), July 5, 1994, 108 Stat. 1377, related to written contracts pertaining to certain interstate
movements by motor vehicle.
Section 10528, added Pub. L. 96–296, §21(b)(1), July 1, 1980, 94 Stat. 812; amended Pub. L. 96–454,
§11(b), Oct. 15, 1980, 94 Stat. 2023; Pub. L. 103–272, §5(m)(17), July 5, 1994, 108 Stat. 1377, related to
mixed loads of regulated and unregulated property. See section 13507 of this title.
Section 10529, added Pub. L. 96–296, §24(b)(1), July 1, 1980, 94 Stat. 814; amended Pub. L. 103–272,
§5(m)(18), July 5, 1994, 108 Stat. 1377, related to authority of Commission over cooperative
associations. See section 13508 of this title.
Section 10530, added Pub. L. 98–554, title II, §226(a)(1), Oct. 30, 1984, 98 Stat. 2848; amended Pub.
L. 99–514, §2, Oct. 22, 1986, 100 Stat. 2095; Pub. L. 100–690, title IX, §9111(a)–(f), Nov. 18, 1988, 102
Stat. 4531–4533; Pub. L. 103–272, §4(j)(18), (o), July 5, 1994, 108 Stat. 1369, 1371, related to
certificates of registration for certain foreign carriers. See section 13902 of this title.
Section 10531, added Pub. L. 103–272, §3(1), July 5, 1994, 108 Stat. 1360, related to mass
transportation exemption from Commission jurisdiction.
Section 10541, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1365, related to jurisdiction of Commission
over transportation by water carriers. See section 13521 of this title.

Section 10542, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1366; Pub. L. 98–89, §3(b), Aug. 26, 1983, 97
Stat. 599; Pub. L. 98–216, §2(9), (10), Feb. 14, 1984, 98 Stat. 5; Pub. L. 103–272, §5(m)(19), July 5,
1994, 108 Stat. 1377, related to exemption of transportation by water carriers of commodities in bulk
from Commission jurisdiction.
Section 10543, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1367, related to exemption of certain incidental
water transportation from jurisdiction of Commission.
Section 10544, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1368; Pub. L. 96–258, §1(6), June 3, 1980, 94
Stat. 425; Pub. L. 97–449, §5(g)(2), Jan. 12, 1983, 96 Stat. 2443; Pub. L. 98–216, §2(11), Feb. 14, 1984,
98 Stat. 5; Pub. L. 103–272, §5(m)(19), July 5, 1994, 108 Stat. 1377, related to exemption of certain
miscellaneous water carrier transportation from Commission jurisdiction.
Section 10561, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1369; Pub. L. 99–521, §6(c), Oct. 22, 1986, 100
Stat. 2994; Pub. L. 103–272, §5(m)(20), July 5, 1994, 108 Stat. 1377, related to jurisdiction of
Commission over services of household goods freight forwarders. See section 13531 of this title.
A prior section 10562, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1369; Pub. L. 97–449, §5(g)(3), Jan. 12,
1983, 96 Stat. 2443, related to exempt freight forwarder service, prior to repeal by Pub. L. 99–521,
§§6(d)(1), 15, Oct. 22, 1986, 100 Stat. 2994, 2999, effective 60 days after Oct. 22, 1986.

CHAPTER 109—LICENSING
Sec.

10901.
Authorizing construction and operation of railroad lines.
10902.
Short line purchases by Class II and Class III rail carriers.
10903.
Filing and procedure for application to abandon or discontinue.
10904.
Offers of financial assistance to avoid abandonment and discontinuance.
10905.
Offering abandoned rail properties for sale for public purposes.
10906.
Exception.
10907.
Railroad development.
10908.
Regulation of solid waste rail transfer facilities.
10909.
Solid waste rail transfer facility land-use exemption.
10910.
Effect on other statutes and authorities.
AMENDMENTS
2008—Pub. L. 110–432, div. A, title VI, §§603(b), 604(b), 605(b), Oct. 16, 2008, 122 Stat. 4903,
4905, added items 10908 to 10910.

§10901. Authorizing construction and operation of railroad lines

(a) A person may—
(1) construct an extension to any of its railroad lines;
(2) construct an additional railroad line;
(3) provide transportation over, or by means of, an extended or additional railroad
line; or
(4) in the case of a person other than a rail carrier, acquire a railroad line or acquire
or operate an extended or additional railroad line,
only if the Board issues a certificate authorizing such activity under subsection (c).
(b) A proceeding to grant authority under subsection (a) of this section begins when an
application is filed. On receiving the application, the Board shall give reasonable public notice,
including notice to the Governor of any affected State, of the beginning of such proceeding.
(c) The Board shall issue a certificate authorizing activities for which such authority is
requested in an application filed under subsection (b) unless the Board finds that such activities
are inconsistent with the public convenience and necessity. Such certificate may approve the
application as filed, or with modifications, and may require compliance with conditions (other
than labor protection conditions) the Board finds necessary in the public interest.
(d)(1) When a certificate has been issued by the Board under this section authorizing the
construction or extension of a railroad line, no other rail carrier may block any construction or
extension authorized by such certificate by refusing to permit the carrier to cross its property if—
(A) the construction does not unreasonably interfere with the operation of the
crossed line;
(B) the operation does not materially interfere with the operation of the crossed line;
and
(C) the owner of the crossing line compensates the owner of the crossed line.
(2) If the parties are unable to agree on the terms of operation or the amount of payment for
purposes of paragraph (1) of this subsection, either party may submit the matters in dispute to the
Board for determination. The Board shall make a determination under this paragraph within 120
days after the dispute is submitted for determination.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 822.)
PRIOR PROVISIONS
A prior section 10901, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1402; Pub. L. 96–448, title II, §221,
Oct. 14, 1980, 94 Stat. 1928, related to authorizing construction and operation of railroad lines, prior to
the general amendment of this subtitle by Pub. L. 104–88, §102(a).
EFFECTIVE DATE
Chapter effective Jan. 1, 1996, except as otherwise provided in Pub. L. 104–88, see section 2 of Pub. L.
104–88, set out as a note under section 701 of this title.

§10902. Short line purchases by Class II and Class III rail carriers
(a) A Class II or Class III rail carrier providing transportation subject to the jurisdiction of the
Board under this part may acquire or operate an extended or additional rail line under this section
only if the Board issues a certificate authorizing such activity under subsection (c).
(b) A proceeding to grant authority under subsection (a) of this section begins when an
application is filed. On receiving the application, the Board shall give reasonable public notice of
the beginning of such proceeding.

(c) The Board shall issue a certificate authorizing activities for which such authority is
requested in an application filed under subsection (b) unless the Board finds that such activities
are inconsistent with the public convenience and necessity. Such certificate may approve the
application as filed, or with modifications, and may require compliance with conditions (other
than labor protection conditions) the Board finds necessary in the public interest.
(d) The Board shall require any Class II rail carrier which receives a certificate under
subsection (c) of this section to provide a fair and equitable arrangement for the protection of the
interests of employees who may be affected thereby. The arrangement shall consist exclusively
of one year of severance pay, which shall not exceed the amount of earnings from railroad
employment of the employee during the 12-month period immediately preceding the date on
which the application for such certificate is filed with the Board. The amount of such severance
pay shall be reduced by the amount of earnings from railroad employment of the employee with
the acquiring carrier during the 12-month period immediately following the effective date of the
transaction to which the certificate applies. The parties may agree to terms other than as provided
in this subsection. The Board shall not require such an arrangement from a Class III rail carrier
which receives a certificate under subsection (c) of this section.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 823.)
PRIOR PROVISIONS
A prior section 10902, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1403, related to authorizing action by
rail carriers to provide adequate, efficient, and safe facilities.

§10903. Filing and procedure for application to abandon or discontinue
(a)(1) A rail carrier providing transportation subject to the jurisdiction of the Board under this
part who intends to—
(A) abandon any part of its railroad lines; or
(B) discontinue the operation of all rail transportation over any part of its railroad
lines,
must file an application relating thereto with the Board. An abandonment or discontinuance
may be carried out only as authorized under this chapter.
(2) When a rail carrier providing transportation subject to the jurisdiction of the Board under
this part files an application, the application shall include—
(A) an accurate and understandable summary of the rail carrier's reasons for the
proposed abandonment or discontinuance;
(B) a statement indicating that each interested person is entitled to make
recommendations to the Board on the future of the rail line; and
(C)(i) a statement that the line is available for subsidy or sale in accordance with
section 10904 of this title, (ii) a statement that the rail carrier will promptly provide to
each interested party an estimate of the annual subsidy and minimum purchase price,
calculated in accordance with section 10904 of this title, and (iii) the name and
business address of the person who is authorized to discuss the subsidy or sale terms
for the rail carrier.
(3) The rail carrier shall—

(A) send by certified mail notice of the application to the chief executive officer of
each State that would be directly affected by the proposed abandonment or
discontinuance;
(B) post a copy of the notice in each terminal and station on each portion of a
railroad line proposed to be abandoned or over which all transportation is to be
discontinued;
(C) publish a copy of the notice for 3 consecutive weeks in a newspaper of general
circulation in each county in which each such portion is located;
(D) mail a copy of the notice, to the extent practicable, to all shippers that have
made significant use (as designated by the Board) of the railroad line during the 12
months preceding the filing of the application; and
(E) attach to the application filed with the Board an affidavit certifying the manner
in which subparagraphs (A) through (D) of this paragraph have been satisfied, and
certifying that subparagraphs (A) through (D) have been satisfied within the most
recent 30 days prior to the date the application is filed.
(b)(1) Except as provided in subsection (d), abandonment and discontinuance may occur as
provided in section 10904.
(2) The Board shall require as a condition of any abandonment or discontinuance under this
section provisions to protect the interests of employees. The provisions shall be at least as
beneficial to those interests as the provisions established under sections 11326(a) and 24706(c) 1
of this title.
(c)(1) In this subsection, the term “potentially subject to abandonment” has the meaning given
the term in regulations of the Board. The regulations may include standards that vary by region
of the United States and by railroad or group of railroads.
(2) Each rail carrier shall maintain a complete diagram of the transportation system operated,
directly or indirectly, by the rail carrier. The rail carrier shall submit to the Board and publish
amendments to its diagram that are necessary to maintain the accuracy of the diagram. The
diagram shall—
(A) include a detailed description of each of its railroad lines potentially subject to
abandonment; and
(B) identify each railroad line for which the rail carrier plans to file an application to
abandon or discontinue under subsection (a) of this section.
(d) A rail carrier providing transportation subject to the jurisdiction of the Board under this
part may—
(1) abandon any part of its railroad lines; or
(2) discontinue the operation of all rail transportation over any part of its railroad
lines;
only if the Board finds that the present or future public convenience and necessity require or
permit the abandonment or discontinuance. In making the finding, the Board shall consider
whether the abandonment or discontinuance will have a serious, adverse impact on rural and
community development.
(e) Subject to this section and sections 10904 and 10905 of this title, if the Board—
(1) finds public convenience and necessity, it shall—

(A) approve the application as filed; or
(B) approve the application with modifications and require compliance with
conditions that the Board finds are required by public convenience and necessity; or
(2) fails to find public convenience and necessity, it shall deny the application.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 823.)
REFERENCES IN TEXT
Section 24706(c) of this title, referred to in subsec. (b)(2), was repealed by Pub. L. 105–134, title I,
§142(a), Dec. 2, 1997, 111 Stat. 2576.
PRIOR PROVISIONS
A prior section 10903, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1403; Pub. L. 96–448, title IV, §402(a),
Oct. 14, 1980, 94 Stat. 1941; Pub. L. 98–216, §2(14), Feb. 14, 1984, 98 Stat. 5; Pub. L. 103–272,
§5(m)(24), July 5, 1994, 108 Stat. 1378, related to authorizing abandonment and discontinuance of
railroad lines and rail transportation.
RAILROAD BRANCHLINE ABANDONMENTS BY BURLINGTON NORTHERN RAILROAD IN NORTH DAKOTA
Pub. L. 97–102, title IV, §402, Dec. 23, 1981, 95 Stat. 1465, as amended by Pub. L. 102–143, title III,
§343, Oct. 28, 1991, 105 Stat. 948, provided that: “Notwithstanding any other provision of law or of this
Act, none of the funds provided in this or any other Act shall hereafter be used by the Interstate
Commerce Commission to approve railroad branchline abandonments in the State of North Dakota by the
entity generally known as the Burlington Northern Railroad, or its agents or assignees, in excess of a total
of 350 miles, except that exempt abandonments and discontinuances that are effectuated pursuant to
section 1152.50 of title 49 of the Code of Federal Regulations after the date of enactment of the
Department of Transportation and Related Agencies Appropriations Act, 1992 [Oct. 28, 1991], shall not
apply toward such 350-mile limit: Provided, That this section shall be in lieu of section 311 (amendment
numbered 93) as set forth in the conference report and the joint explanatory statement of the committee of
conference on the Department of Transportation and Related Agencies Appropriations Act, 1982 (H.R.
4209), filed in the House of Representatives on November 13, 1981 (H. Rept. No. 97–331).” [Section 311
of H.R. 4209 is section 311 of Pub. L. 97–102, title III, Dec. 23, 1981, 95 Stat. 1460, which is not
classified to the Code.] Similar provisions were contained in Pub. L. 97–92, title IV, §115, Dec. 15, 1981,
95 Stat. 1196.
[Interstate Commerce Commission abolished and functions of Commission transferred, except as
otherwise provided in Pub. L. 104–88, to Surface Transportation Board effective Jan. 1, 1996, by section
702 of this title, and section 101 of Pub. L. 104–88, set out as a note under section 701 of this title.
References to Interstate Commerce Commission deemed to refer to Surface Transportation Board, a
member or employee of the Board, or Secretary of Transportation, as appropriate, see section 205 of Pub.
L. 104–88, set out as a note under section 701 of this title.]

SUBCHAPTER II—COMBINATIONS
§11321. Scope of authority
(a) The authority of the Board under this subchapter is exclusive. A rail carrier or corporation
participating in or resulting from a transaction approved by or exempted by the Board under this
subchapter may carry out the transaction, own and operate property, and exercise control or
franchises acquired through the transaction without the approval of a State authority. A rail

carrier, corporation, or person participating in that approved or exempted transaction is exempt
from the antitrust laws and from all other law, including State and municipal law, as necessary to
let that rail carrier, corporation, or person carry out the transaction, hold, maintain, and operate
property, and exercise control or franchises acquired through the transaction. However, if a
purchase and sale, a lease, or a corporate consolidation or merger is involved in the transaction,
the carrier or corporation may carry out the transaction only with the assent of a majority, or the
number required under applicable State law, of the votes of the holders of the capital stock of
that corporation entitled to vote. The vote must occur at a regular meeting, or special meeting
called for that purpose, of those stockholders and the notice of the meeting must indicate its
purpose.
(b) A power granted under this subchapter to a carrier or corporation is in addition to and
changes its powers under its corporate charter and under State law. Action under this subchapter
does not establish or provide for establishing a corporation under the laws of the United States.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 838.)
PRIOR PROVISIONS
Provisions similar to those in this section were contained in section 11341 of this title prior to the
general amendment of this subtitle by Pub. L. 104–88, §102(a).
A prior section 11321, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1432, related to limitations on
ownership of certain water carriers, prior to the general amendment of this subtitle by Pub. L. 104–88,
§102(a).

§11322. Limitation on pooling and division of transportation or earnings
(a) A rail carrier providing transportation subject to the jurisdiction of the Board under this
part may not agree or combine with another of those rail carriers to pool or divide traffic or
services or any part of their earnings without the approval of the Board under this section or
section 11123 of this title. The Board may approve and authorize the agreement or combination
if the rail carriers involved assent to the pooling or division and the Board finds that a pooling or
division of traffic, services, or earnings—
(1) will be in the interest of better service to the public or of economy of operation;
and
(2) will not unreasonably restrain competition.
(b) The Board may impose conditions governing the pooling or division and may approve and
authorize payment of a reasonable consideration between the rail carriers.
(c) The Board may begin a proceeding under this section on its own initiative or on
application.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 838.)
PRIOR PROVISIONS
Provisions similar to those in this section were contained in section 11342 of this title prior to the
general amendment of this subtitle by Pub. L. 104–88, §102(a).
A prior section 11322, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1433, related to restrictions on officers
and directors of carriers, prior to the general amendment of this subtitle by Pub. L. 104–88, §102(a). See
section 11328 of this title.

§11323. Consolidation, merger, and acquisition of control

(a) The following transactions involving rail carriers providing transportation subject to the
jurisdiction of the Board under this part may be carried out only with the approval and
authorization of the Board:
(1) Consolidation or merger of the properties or franchises of at least 2 rail carriers
into one corporation for the ownership, management, and operation of the previously
separately owned properties.
(2) A purchase, lease, or contract to operate property of another rail carrier by any
number of rail carriers.
(3) Acquisition of control of a rail carrier by any number of rail carriers.
(4) Acquisition of control of at least 2 rail carriers by a person that is not a rail
carrier.
(5) Acquisition of control of a rail carrier by a person that is not a rail carrier but that
controls any number of rail carriers.
(6) Acquisition by a rail carrier of trackage rights over, or joint ownership in or joint
use of, a railroad line (and terminals incidental to it) owned or operated by another rail
carrier.
(b) A person may carry out a transaction referred to in subsection (a) of this section or
participate in achieving the control or management, including the power to exercise control or
management, in a common interest of more than one of those rail carriers, regardless of how that
result is reached, only with the approval and authorization of the Board under this subchapter. In
addition to other transactions, each of the following transactions are considered achievements of
control or management:
(1) A transaction by a rail carrier that has the effect of putting that rail carrier and
person affiliated with it, taken together, in control of another rail carrier.
(2) A transaction by a person affiliated with a rail carrier that has the effect of
putting that rail carrier and persons affiliated with it, taken together, in control of
another rail carrier.
(3) A transaction by at least 2 persons acting together (one of whom is a rail carrier
or is affiliated with a rail carrier) that has the effect of putting those persons and rail
carriers and persons affiliated with any of them, or with any of those affiliated rail
carriers, taken together, in control of another rail carrier.
(c) A person is affiliated with a rail carrier under this subchapter if, because of the relationship
between that person and a rail carrier, it is reasonable to believe that the affairs of another rail
carrier, control of which may be acquired by that person, will be managed in the interest of the
other rail carrier.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 838.)
PRIOR PROVISIONS
Provisions similar to those in this section were contained in section 11343 of this title prior to the
general amendment of this subtitle by Pub. L. 104–88, §102(a).
A prior section 11323, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1433; Pub. L. 99–521, §10(a), (b)(1),
Oct. 22, 1986, 100 Stat. 2997, related to limitation on ownership of other carriers by household goods
freight forwarders, prior to the general amendment of this subtitle by Pub. L. 104–88, §102(a).

§11324. Consolidation, merger, and acquisition of control: conditions of approval

(a) The Board may begin a proceeding to approve and authorize a transaction referred to in
section 11323 of this title on application of the person seeking that authority. When an
application is filed with the Board, the Board shall notify the chief executive officer of each State
in which property of the rail carriers involved in the proposed transaction is located and shall
notify those rail carriers. The Board shall hold a public hearing unless the Board determines that
a public hearing is not necessary in the public interest.
(b) In a proceeding under this section which involves the merger or control of at least two
Class I railroads, as defined by the Board, the Board shall consider at least—
(1) the effect of the proposed transaction on the adequacy of transportation to the
public;
(2) the effect on the public interest of including, or failing to include, other rail
carriers in the area involved in the proposed transaction;
(3) the total fixed charges that result from the proposed transaction;
(4) the interest of rail carrier employees affected by the proposed transaction; and
(5) whether the proposed transaction would have an adverse effect on competition
among rail carriers in the affected region or in the national rail system.
(c) The Board shall approve and authorize a transaction under this section when it finds the
transaction is consistent with the public interest. The Board may impose conditions governing
the transaction, including the divestiture of parallel tracks or requiring the granting of trackage
rights and access to other facilities. Any trackage rights and related conditions imposed to
alleviate anticompetitive effects of the transaction shall provide for operating terms and
compensation levels to ensure that such effects are alleviated. When the transaction contemplates
a guaranty or assumption of payment of dividends or of fixed charges or will result in an increase
of total fixed charges, the Board may approve and authorize the transaction only if it finds that
the guaranty, assumption, or increase is consistent with the public interest. The Board may
require inclusion of other rail carriers located in the area involved in the transaction if they apply
for inclusion and the Board finds their inclusion to be consistent with the public interest.
(d) In a proceeding under this section which does not involve the merger or control of at least
two Class I railroads, as defined by the Board, the Board shall approve such an application unless
it finds that—
(1) as a result of the transaction, there is likely to be substantial lessening of
competition, creation of a monopoly, or restraint of trade in freight surface
transportation in any region of the United States; and
(2) the anticompetitive effects of the transaction outweigh the public interest in
meeting significant transportation needs.
In making such findings, the Board shall, with respect to any application that is part of a plan
or proposal developed under section 333(a)–(d) of this title, accord substantial weight to any
recommendations of the Attorney General.
(e) No transaction described in section 11326(b) may have the effect of avoiding a collective
bargaining agreement or shifting work from a rail carrier with a collective bargaining agreement
to a rail carrier without a collective bargaining agreement.
(f)(1) To the extent provided in this subsection, a proceeding under this subchapter relating to
a transaction involving at least one Class I rail carrier shall not be considered an adjudication

required by statute to be determined on the record after opportunity for an agency hearing, for
the purposes of subchapter II of chapter 5 of title 5, United States Code.
(2) Ex parte communications, as defined in section 551(14) of title 5, United States Code, shall
be permitted in proceedings described in paragraph (1) of this subsection, subject to the
requirements of paragraph (3) of this subsection.
(3)(A) Any member or employee of the Board who makes or receives a written ex parte
communication concerning the merits of a proceeding described in paragraph (1) shall promptly
place the communication in the public docket of the proceeding.
(B) Any member or employee of the Board who makes or receives an oral ex parte
communication concerning the merits of a proceeding described in paragraph (1) shall promptly
place a written summary of the oral communication in the public docket of the proceeding.
(4) Nothing in this subsection shall be construed to require the Board or any of its members or
employees to engage in any ex parte communication with any person. Nothing in this subsection
or any other law shall be construed to limit the authority of the members or employees of the
Board, in their discretion, to note in the docket or otherwise publicly the occurrence and
substance of an ex parte communication.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 839.)
PRIOR PROVISIONS
Provisions similar to those in this section were contained in section 11344 of this title prior to the
general amendment of this subtitle by Pub. L. 104–88, §102(a).

§11325. Consolidation, merger, and acquisition of control: procedure
(a) The Board shall publish notice of the application under section 11324 in the Federal
Register by the end of the 30th day after the application is filed with the Board. However, if the
application is incomplete, the Board shall reject it by the end of that period. The order of
rejection is a final action of the Board. The published notice shall indicate whether the
application involves—
(1) the merger or control of at least two Class I railroads, as defined by the Board, to
be decided within the time limits specified in subsection (b) of this section;
(2) transactions of regional or national transportation significance, to be decided
within the time limits specified in subsection (c) of this section; or
(3) any other transaction covered by this section, to be decided within the time limits
specified in subsection (d) of this section.
(b) If the application involves the merger or control of two or more Class I railroads, as
defined by the Board, the following conditions apply:
(1) Written comments about an application may be filed with the Board within 45
days after notice of the application is published under subsection (a) of this section.
Copies of such comments shall be served on the Attorney General and the Secretary of
Transportation, who may decide to intervene as a party to the proceeding. That
decision must be made by the 15th day after the date of receipt of the written
comments, and if the decision is to intervene, preliminary comments about the
application must be sent to the Board by the end of the 15th day after the date of
receipt of the written comments.
(2) The Board shall require that applications inconsistent with an application, notice
of which was published under subsection (a) of this section, and applications for

inclusion in the transaction, be filed with it by the 90th day after publication of notice
under that subsection.
(3) The Board must conclude evidentiary proceedings by the end of 1 year after the
date of publication of notice under subsection (a) of this section. The Board must issue
a final decision by the 90th day after the date on which it concludes the evidentiary
proceedings.
(c) If the application involves a transaction other than the merger or control of at least two
Class I railroads, as defined by the Board, which the Board has determined to be of regional or
national transportation significance, the following conditions apply:
(1) Written comments about an application, including comments of the Attorney
General and the Secretary of Transportation, may be filed with the Board within 30
days after notice of the application is published under subsection (a) of this section.
(2) The Board shall require that applications inconsistent with an application, notice
of which was published under subsection (a) of this section, and applications for
inclusion in the transaction, be filed with it by the 60th day after publication of notice
under that subsection.
(3) The Board must conclude any evidentiary proceedings by the 180th day after the
date of publication of notice under subsection (a) of this section. The Board must issue
a final decision by the 90th day after the date on which it concludes the evidentiary
proceedings.
(d) For all applications under this section other than those specified in subsections (b) and (c)
of this section, the following conditions apply:
(1) Written comments about an application, including comments of the Attorney
General and the Secretary of Transportation, may be filed with the Board within 30
days after notice of the application is published under subsection (a) of this section.
(2) The Board must conclude any evidentiary proceedings by the 105th day after the
date of publication of notice under subsection (a) of this section. The Board must issue
a final decision by the 45th day after the date on which it concludes the evidentiary
proceedings.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 841.)
PRIOR PROVISIONS
Provisions similar to those in this section were contained in section 11345 of this title prior to the
general amendment of this subtitle by Pub. L. 104–88, §102(a).

§11326. Employee protective arrangements in transactions involving rail carriers
(a) Except as otherwise provided in this section, when approval is sought for a transaction
under sections 11324 and 11325 of this title, the Board shall require the rail carrier to provide a
fair arrangement at least as protective of the interests of employees who are affected by the
transaction as the terms imposed under section 5(2)(f) of the Interstate Commerce Act before
February 5, 1976, and the terms established under section 24706(c) 1 of this title.
Notwithstanding this part, the arrangement may be made by the rail carrier and the authorized
representative of its employees. The arrangement and the order approving the transaction must
require that the employees of the affected rail carrier will not be in a worse position related to
their employment as a result of the transaction during the 4 years following the effective date of

the final action of the Board (or if an employee was employed for a lesser period of time by the
rail carrier before the action became effective, for that lesser period).
(b) When approval is sought under sections 11324 and 11325 for a transaction involving one
Class II and one or more Class III rail carriers, there shall be an arrangement as required under
subsection (a) of this section, except that such arrangement shall be limited to one year of
severance pay, which shall not exceed the amount of earnings from the railroad employment of
that employee during the 12-month period immediately preceding the date on which the
application for approval of such transaction is filed with the Board. The amount of such
severance pay shall be reduced by the amount of earnings from railroad employment of that
employee with the acquiring carrier during the 12-month period immediately following the
effective date of the transaction. The parties may agree to terms other than as provided in this
subsection.
(c) When approval is sought under sections 11324 and 11325 for a transaction involving only
Class III rail carriers, this section shall not apply.
(Added Pub. L. 104–88, title I, §102(a), Dec. 29, 1995, 109 Stat. 842.)
REFERENCES IN TEXT
Section 5(2)(f) of the Interstate Commerce Act, referred to in subsec. (a), was classified to section
5(2)(f) of former Title 49, Transportation, prior to repeal and reenactment as section 11347 of this title by
Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1439. Section 11347 of this title was subsequently omitted in the
general amendment of this subtitle by Pub. L. 104–88, §102(a).
Section 24706(c) of this title, referred to in subsec. (a), was repealed by Pub. L. 105–134, title I,
§142(a), Dec. 2, 1997, 111 Stat. 2576.
PRIOR PROVISIONS
Provisions similar to those in this section were contained in section 11347 of this title prior to the
general amendment of this subtitle by Pub. L. 104–88, §102(a).