(a) The following transactions involving carriers providing transportation subject to the jurisdiction of the Interstate Commerce Commission under subchapter I (except a pipeline carrier), II, or III of chapter 105 of this title may be carried out only with the approval and authorization of the Commission:
(1) consolidation or merger of the properties or franchises of at least 2 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 carrier by any number of carriers.
(3) acquisition of control of a carrier by any number of carriers.
(4) acquisition of control of at least 2 carriers by a person that is not a carrier.
(5) acquisition of control of a carrier by a person that is not a carrier but that controls any number of 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 carriers, regardless of how that result is reached, only with the approval and authorization of the Commission 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 carrier has the effect of putting that carrier and persons affiliated with it, taken together, in control of another carrier.
(2) A transaction by a person affiliated with a carrier has the effect of putting that carrier and persons affiliated with it, taken together, in control of another carrier.
(3) A transaction by at least 2 persons acting together (one of whom is a carrier or is affiliated with a carrier) has the effect of putting those persons and carriers and persons affiliated with any of them, or with any of those affiliated carriers, taken together, in control of another carrier.
(c) A person is affiliated with a carrier under this subchapter if, because of the relationship between that person and a carrier, it is reasonable to believe that the affairs of another carrier, control of which may be acquired by that person, will be managed in the interest of the other carrier.
(d)(1) Approval and authorization by the Commission are not required if the only parties to a transaction referred to in subsection (a) of this section are motor carriers providing transportation subject to the jurisdiction of the Commission under subchapter II of chapter 105 of this title and the aggregate gross operating revenues of those carriers were not more than $2,000,000 during a period of 12 consecutive months ending not more than 6 months before the date of the agreement of the parties covering the transaction. However, the approval and authorization of the Commission is required when a motor carrier that is controlled by or affiliated with a carrier providing transportation subject to the jurisdiction of the Commission under subchapter I of that chapter is a party to the transaction.
(2) The approval and authorization of the Commission are not required if the only parties to a transaction referred to in subsection (a) of this section are street, suburban, or interurban electric railways that are not controlled by or under common control with a carrier that is operated as part of a general railroad system of transportation.
(e)(1) Notwithstanding any provisions of this title, the Interstate Commerce Commission, in a matter related to a motor carrier of property providing transportation subject to the jurisdiction of the Commission under subchapter II of chapter 105 of this title, may exempt a person, class of persons, transaction, or class of transactions from the merger, consolidation, and acquisition of control provisions of this subchapter if the Commission finds that—
(A) the application of such provisions is not necessary to carry out the transportation policy of section 10101 of this title; and
(B) either (i) the transaction is of limited scope, or (ii) the application of such provisions is not needed to protect shippers from the abuse of market power.
(2) At least 60 days before any transaction exempt under this subsection from the merger, consolidation, and acquisition of control provisions of this subchapter may take effect, each carrier intending to participate in such transaction shall file with the Commission a notice of its intention to participate in such transaction and shall give public notice of such intention. The Commission shall prescribe the information to be contained in such notices, including the nature and scope of the transaction.
(3) The Commission, on its own initiative or on complaint, may revoke an exemption granted under this subsection, to the extent it specifies, when it finds that application of the provisions of this section to the person, class of persons, or transportation is necessary to carry out the transportation policy of section 10101 of this title.
(4) If the Commission, on its own initiative, finds that employees of any carrier intending to participate in a transaction exempt under this subsection from the merger, consolidation, and acquisition of control provisions of this subchapter are or will be adversely affected by such transaction or if employees of such carrier adversely affected by such transaction file a complaint concerning such transaction with the Commission, the Commission shall revoke such exemption to the extent the Commission deems necessary to review and address the adverse effects on such employees.
(Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1434; Pub. L. 96–296, §18(b), July 1, 1980, 94 Stat. 811; Pub. L. 97–261, §21(b), Sept. 20, 1982, 96 Stat. 1122.)
| Revised Section | Source (U.S. Code) | Source (Statutes at Large) |
|---|---|---|
| 11343(a) | 49:5(2)(a), (14). | Feb. 4, 1887, ch. 104, §5(2)(a), (5), (6), (7), (11), and (14), 24 Stat. 380; Feb. 28, 1920, ch. 91, §407, 41 Stat. 480; June 16, 1933, ch. 91, §202, 48 Stat. 218; June 19, 1934, ch. 652, §602(b), 48 Stat. 1102; Aug. 9, 1935, ch. 498, §1, 49 Stat. 543; restated Sept. 18, 1940, ch. 722, §7, 54 Stat. 907; Aug. 2, 1949, ch. 379, §4, 63 Stat. 486; July 27, 1965, Pub. L. 89–93, §1, 79 Stat. 284; Feb. 5, 1976, Pub. L. 94–210, §403, 90 Stat. 63. |
| 11343(b) (1st sentence) | 49:5(5). | |
| 11343(b) (less 1st sentence) | 49:5(6). | |
| 11343(c) | 49:5(7). | |
| 11343(d) | 49:5(11). |
In subsection (a), the words “may be carried out only” are substituted for “It shall be lawful” as being more precise. The words “providing transportation subject to the jurisdiction of the Interstate Commerce Commission under subchapter I (except a pipeline carrier), II, or III of chapter 105 of this title” are added for clarity. The words “as provided in subdivision (b) of this paragraph or paragraph (3)” are omitted as unnecessary in view of the restatement of 49:5. The words “or any part thereof” are omitted as surplus. The word “previously” is substituted for “theretofore” as being more appropriate. The words “through ownership of its stock or otherwise” are omitted as surplus and as included in the definition of “control” in section 10102 of the revised title. The word “that” is substituted for “which” as being more appropriate. The word “it” is substituted for “thereto” for clarity.
In subsection (b), the words “A person may . . . only with the approval and authorization of the Commission under this subchapter” are substituted for “It shall be unlawful for any person, except as provided in paragraphs (2) or (3) of this section” for clarity in view of the restatement. The words “referred to in” are substituted for “within the scope of” for clarity. The words “participate in achieving” are substituted for “to accomplish or effectuate, or to participate in accomplishing or effectuating” as being more inclusive. The words “including the power to exercise control or management” are substituted for 49:5(5) (last sentence) to eliminate the use of a definition. The words “regardless of how that result is reached” are substituted for “however such result is attained, whether directly or indirectly, by use of common directors, officers, or stockholders, a holding or investment company or companies, a voting trust or trusts, or in any other manner whatsoever” as being more inclusive. The 2d sentence of 49:5(5) is omitted as obsolete. The words “For the purposes of this section” are omitted as unnecessary in view of the restatement. The words “In addition to other transactions” are substituted for “but not in anywise limiting the application of the provisions thereof” for clarity. The words “are considered” are substituted for “shall be deemed” for clarity. The words “A transaction . . . has the effect” are substituted for “and if the effect of such transaction is” for clarity.
In subsection (c), the words “A person is affiliated with a carrier under this subchapter” are substituted for “For the purposes of this section, a person shall be held to be affiliated with a carrier” for clarity. The words “(whether by reason of the method of, or circumstances surrounding organization or operation, or whether established through common directors, officers, or stockholders, a voting trust or trusts, a holding or investment company or companies, or any other direct or indirect means)” are omitted as surplus.
In subsection (d), the words “Approval and authorization by the Commission are not required” are substituted in both places for “Nothing in this section shall be construed to require the approval or authorization of the Commission” for clarity. The word “if” is substituted for “in the case of . . . where” for clarity. The words “were not more than” are substituted for “have not exceeded” for consistency. The word “before” is substituted for “preceding” for clarity. The last sentence of subsection (c)(1) is substituted for “(but not including a motor carrier controlled by or affiliated with a carrier as defined in section 1(3) of this title)” for clarity and to more fully state the exception. The word “steam” is omitted as surplus in view of 49:1(18) and 1a(1).
1982—Subsec. (e). Pub. L. 97–261 added subsec. (e).
1980—Subsec. (d)(1). Pub. L. 96–296 substituted “$2,000,000” for “$300,000”.
Amendment by Pub. L. 97–261 effective on 60th day after Sept. 20, 1982, see section 31(a) of Pub. L. 97–261, set out as a note under section 10101 of this title.
Pub. L. 96–448, title II, §228(e), Oct. 14, 1980, 94 Stat. 1934, provided that: “Any application filed or pending on the effective date of this Act [Oct. 1, 1980] under section 11343, 11344, or 11345 of title 49, United States Code, before the Secretary of Transportation, the Interstate Commerce Commission, or any court shall be adjudicated or determined as if this Act [see Short Title of 1980 Amendment note set out under section 10101 of this title] had not been enacted.”
This section is referred to in sections 333, 11321, 11344, 11345, 11345a, 11351, 11912 of this title.