§734. Financing of corporation

(a) Capital stock; amount of issue; no par value shares; voting rights; dividends; price and public distribution of initial offering; shareholder eligibility

The corporation is authorized to issue and have outstanding, in such amounts as it shall determine, shares of capital stock, without par value, which shall carry voting rights and be eligible for dividends. The shares of such stock initially offered shall be sold in a manner to encourage the widest distribution to the American public. Subject to the provisions of subsections (b) and (d) of this section, shares of stock offered under this subsection may be issued to and held by any person.

(b) "Authorized carrier" defined; shareholder eligibility; voting rights limitation of authorized carriers and other stockholders

(1) For the purposes of this section the term "authorized carrier" shall mean a communications common carrier which is specifically authorized or which is a member of a class of carriers authorized by the Commission to own shares of stock in the corporation upon a finding that such ownership will be consistent with the public interest, convenience, and necessity.

(2) Only those communications common carriers which are authorized carriers shall own shares of stock in the corporation at any time, and no other communications common carrier shall own shares either directly or indirectly through subsidiaries or affiliated companies, nominees, or any persons subject to its direction or control. At no time after the initial issue is completed shall the aggregate of the shares of voting stock of the corporation owned by authorized carriers directly or indirectly through subsidiaries or affiliated companies, nominees, or any persons subject to their direction or control exceed 50 per centum of such shares issued and outstanding.

(3) At no time shall any stockholder who is not an authorized carrier, or any syndicate or affiliated group of such stockholders, own more than 10 per centum of the shares of voting stock of the corporation issued and outstanding.

(c) Nonvoting security issues and certificates of indebtedness; rate base

The corporation is authorized to issue, in addition to the stock authorized by subsection (a) of this section, nonvoting securities, bonds, debentures, and other certificates of indebtedness as it may determine. Such nonvoting securities, bonds, debentures, or other certificates of indebtedness of the corporation as a communications common carrier may own shall be eligible for inclusion in the rate base of the carrier to the extent allowed by the Commission. The voting stock of the corporation shall not be eligible for inclusion in the rate base of the carrier.

(d) Alien share ownership limitation

Not more than an aggregate of 20 per centum of the shares of stock of the corporation authorized by subsection (a) of this section which are held by holders other than authorized carriers may be held by persons of the classes described in subsection (a) and paragraphs (1) through (4) of subsection (b) of section 310 of this title.

(e) Inspection and copying rights

The requirement of section 345(b) ¹ of the District of Columbia Business Corporation Act (D.C. Code, sec. 29–345(b)) as to the percentage of stock which a stockholder must hold in order to have the rights of inspection and copying set forth in that subsection shall not be applicable in the case of holders of the stock of the corporation, and they may exercise such rights without regard to the percentage of stock they hold.

(f) Transfer and distribution of shares among authorized carriers

Upon application to the Commission by any authorized carrier and after notice and hearing, the Commission may compel any other authorized carrier which owns shares of stock in the corporation to transfer to the applicant, for a fair and reasonable consideration, a number of such shares as the Commission determines will advance the public interest and the purposes of this chapter. In its determination with respect to ownership of shares of stock in the corporation, the Commission, whenever consistent with the public interest, shall promote the widest possible distribution of stock among the authorized carriers.

( Pub. L. 87–624, title III, §304, Aug. 31, 1962, 76 Stat. 424 ; Pub. L. 97–410, §5, Jan. 3, 1983, 96 Stat. 2045 ; Pub. L. 103–414, title III, §§303(b)(2), (3), 304(b)(3), Oct. 25, 1994, 108 Stat. 4296 , 4297.)

Amendments

1994-Subsec. (a). Pub. L. 103–414, §304(b)(3), struck out "at a price not in excess of $100 for each share and" after "shall be sold".

Subsec. (d). Pub. L. 103–414, §303(b)(2), substituted "subsection (a) and paragraphs (1) through (4) of subsection (b) of section 310 of this title" for "paragraphs (1), (2), (3), (4), and (5) of section 310(a) of this title".

Subsec. (e). Pub. L. 103–414, §303(b)(3), substituted "section 345(b)" for "section 45(b)" and "sec. 29–345(b)" for "sec. 29–920(b)".

1983-Subsec. (b)(2). Pub. L. 97–410 struck out provision which related to purchases of reserved shares of stock by authorized carriers.

Section Referred to in Other Sections

This section is referred to in sections 702, 721 of this title.

¹ So in original. Probably should be "45(b)".