16 U.S.C. 825d

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16 U.S.C.
United States Code, 2018 Edition
Title 16 - CONSERVATION
CHAPTER 12 - FEDERAL REGULATION AND DEVELOPMENT OF POWER
SUBCHAPTER III - LICENSEES AND PUBLIC UTILITIES; PROCEDURAL AND ADMINISTRATIVE
PROVISIONS
Sec. 825d - Officials dealing in securities
From the U.S. Government Publishing Office, www.gpo.gov

§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

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(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.
(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); 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).

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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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