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Solicitation of Proxies, etc., in Reorganizations, etc.
H. R. 6968
TO AMEND THE SECURITIES ACT OF 1933, AS AMENDED, BY ADDING
JUNE 8-JULY 21, 1937
Printed for the use of the
COMMITTEE ON INTERSTATE AND FOREIGN COMMERCE
CLARENCE F. LEA, California, Chairman ROBERT CROSSER, Ohio
CARL E. MAPES, Michigan ALFRED L. BULWINKLE, North Carolina CHARLES A. WOLVERTON, New Jersey VIRGIL CHAMPAN, Kentucky
JAMES WOLFENDEN, Pennsylvania PAUL H. MALONEY, Louisiana
PEHR G. HOLMES, Massachusetts WILLIAM P. COLE, JR., Maryland
B. CARROLL REECE, Tennessee SAMUEL B. PETTENGILL, Indians JAMES W. WADSWORTH, New York EDWARD A. KELLY, Illinois
CHARLES A. HALLECK, Indiana EDWARD A, KENNEY, New Jersey
GARDNER R. WITHROW, Wisconsin GEORGE G. SADOWSKI, Michigan JOHN A. MARTIN, Colorado EDWARD O. EICHER, Iowa THEODORE A. PEYSER, New York THOMAS J. O'BRIEN, Minois HENRY ELLENBOGEN, Pennsylvania HERRON PEARSON, Tennessee JERRY J. O'CONNELL, Montana GEORGE B. KELLY, New York LYLE H. BOREN, Oklahoma
ELTON J. LAYTON, Clerk
LIBRARY OF CONGRESS
AUG 26 1937
TO AMEND THE SECURITIES ACT OF 1933
TUESDAY, JUNE 8, 1937
HOUSE OF REPRESENTATIVES,
Washington, D. C. The committee met, pursuant to call, at 10 o'clock a. m., in the committee room, New House Office Building, Hon. Clarence F. Lea (chairman) presiding.
The CHAIRMAN. The committee will please come to order.
We have met this morning for a hearing on H. R. 6968, a bill to amend the Securities Act of 1933, as amended, by adding thereto a new title, providing for the regulation of the solicitation, in interstate and foreign commerce, and through the mails, of proxies, deposits, and assents in connection with certain reorganizations, voluntary readjustments and debt arrangements; and for other purposes.
(The bill H. R. 6968, above referred to, is as follows:)
(H: R. 6968, 75th Cong. Ist sess.) A BILL To amend the Securities Act of 1933, as amended, by adding thereto a new title, providing for the
regulation of the solicitation, in interstate and foreign commerce and through the mails, of proxies, deposits, and assents in connection with certain reorganizations, voluntary readjustments and debt arrangements; and for other purposes
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That this title may be cited as the “Committee Act of 1937''.
NECESSITY FOR REGULATION
(a) Upon the basis of facts disclosed by the reports of the Securities and Exchange Commission made to the Congress pursuant to section 211 of the Securities Exchange Act of 1934, and by the reports of the Select Committee to Investigate Real Estate Bondholders' Reorganizations made to Congress pursuant to House Resolutions 412 of the Seventy-third Congress and 39, 79, and 354 of the Seventyfourth Congress, and otherwise disclosed and ascertained, it is hereby declared that the interest of investors in securities of issuers which are in the process of reorganization, readjustment or debt arrangement, the fair and orderly administration of reorganization proceedings in the district courts (including reorganizations under the Bankruptcy Act) and the national public interest are adversely affected
(1) When such securities are widely dispersed through many States; when individual action by such investors for the purpose of protecting and enforcing their rights is rendered impracticable by reason of the unavailability to such investors of adequate information with regard to the financial condition of the issuer and other material matters, and the expense of acquiring such information and of taking such action; when concerted action by such investors in their common interest through representatives of their own selection is impeded by the suppression and monopolization, by the issuer, underwriters, and others, of information as to the names and addresses of such investors; when the issuer, its management, and the underwriters, who may be interested in concealing possible causes of action against themselves or in preserving their control of the continuing or successor company or who may have other interests materially conflicting, actually or potentially, with the interests of such investors, are thereby in a posi