SEC v. Drexel & Co.
348 U.S. 341 (1955)

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U.S. Supreme Court

SEC v. Drexel & Co., 348 U.S. 341 (1955)

Securities and Exchange Commission v. Drexel & Co.

No. 153

Argued February 9, 1955

Decided February 28, 1955

348 U.S. 341

Syllabus

The Securities and Exchange Commission held to have jurisdiction under §§ 10, 11 and 12 of the Public Utility Holding Company Act of 1935 to pass on a fee to be paid by Electric Bond & Share Co. to Drexel & Co. in connection with a reorganization plan filed by its subsidiary, Electric Power & Light Corp., under § 11(e) of the Act. Pp. 348 U. S. 342-349.

(a) It was necessary by the terms of the Act that Bond & Share obtain the Commission's approval of the steps required of it by the plan of reorganization. P. 348 U. S. 343.

(b) Bond & Share's exchange of its securities for new securities was a "sale" under the Act; its receipt of new securities was an "acquisition" under the Act; its cash payment in settlement of the intra-system claims was incident to the "sale" and "acquisition"; and all three transactions were parts of the reorganization plan for which Bond & Share applied for the Commission's approval under §§ 10, 11, and 12. Pp. 348 U. S. 343-344.

(c) The Commission has power under §§ 10, 11, and 12 to fix the fees payable by Bond & Share, and it was not precluded by the provisions of its order entered in the consolidated proceedings herein. Pp. 348 U. S. 345-349.

(d) It is within the authority of the Commission, in the interest of orderly administration, to defer consideration of all the fees until it has time to view the entire matter in perspective and evaluate the worth of each contribution. P. 348 U. S. 347.

210 F.2d 585 reversed.

Page 348 U. S. 342

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