ness of the debtor does not exceed $3,000,000, and shall, if such indebtedness exceeds $3,000,000, submit to the Securities and Exchange Commission for examination and report the plan or plans which the judge regards as worthy of consideration. Such report shall be advisory only. There was no corresponding provision in section 77B. Sec. 173. (11 U.S.C. § 573.) Approval of Plan; Order to Await Report of Commission The judge shall not enter an order approving a plan submitted to the Securities and Exchange Commission until after the Securities and Exchange Commission has filed its report thereon or has notified the judge that it will not file a report, or until the expiration of such reasonable time for the filing of such report as the judge has fixed, whichever first occurs. There was no corresponding provision in section 77B. Sec. 174. (11 U.S.C. § 574.) Same; Entry of Order and Fixing Time for Acceptance of Plan After the hearing, as provided in section 169 or section 170 of this Act, and, if a plan has been submitted to the Securities and Exchange Commission, as provided in section 172 of this Act, then after the filing of the report or notice that it will not be filed, or after the expiration of the time for its filing, whichever first occurs, the judge shall enter an order approving the plan or plans which in his opinion comply with the provisions of section 216 of this Act, and which are fair and equitable, and feasible, and shall fix a time within which the creditors and stockholders affected thereby may accept the same. There was no corresponding provision in section 77B. Sec. 175. (11 U.S.C. § 575.) Submission of Information to Creditors and Stockholders after Approval Upon the approval of a plan by the judge, the trustee or the debtor in possession shall transmit, by mail or otherwise, to all creditors and stockholders who are affected by any such plan— (1) the plan or plans so approved, together with a summary thereof approved by the judge; (2) the opinion of the judge, if any, approving the plan, or plans, or a summary thereof approved by the judge; (3) the report, if any, filed in the proceeding by the Securities and Exchange Commission, as provided in section 172 of this Act, or a summary thereof prepared by the Securities and Exchange Commission; and (4) such other matters as the judge may deem necessary or desirable for the information of creditors and stockholders. There was no corresponding provision in section 77B. Sec. 176. (11 U.S.C. § 576.) Soliciting Acceptance of Plan before Order of Approval No person shall, without the consent of the court, solicit any acceptance, conditional or unconditional, of any plan, or any authority, conditional or unconditional, to accept any plan, whether by proxy, deposit, power of attorney or otherwise, until after the entry of an order approving such plan and the transmittal thereof to the creditors and stockholders, as provided in section 175 of this Act; and any such authority or acceptance given, procured, or received by reason of a solicitation prior to such approval and transmittal shall be invalid, unless such consent of the court has been so obtained. There was no corresponding provision of section 77B. Sections 174 to 176 radically changed procedure in order to provide security holders with the materials for exercising an informed judgment on the merits of plans and to prevent the exploitation of consents obtained in the absence of such materials. Sec. 177. (11 U.S.C. § 577.) Approval of Plan for Public Utility In case a debtor is a public-utility corporation, subject to the jurisdiction of a commission having regulatory jurisdiction over the debtor, a plan shall not be approved, as provided in section 174 of this Act, until (1) it shall have been submitted to each such commission; (2) an opportunity shall have been afforded each such commission to suggest amendments or offer objections to the plan; and (3) the judge shall have considered such amendments or objections at a hearing at which such commission may be heard. Sec. 178. (11 U.S.C. § 578.) Same; Intrastate Public Utility In case a debtor is a public utility corporation, wholly intrastate, subject to the jurisdiction of a State commission having regulatory jurisdiction over such debtor, a plan shall not be approved, as provided in section 174 of this Act, unless such State commission shall have first certified its approval of such plan as to the public interest therein and the fairness thereof. Upon its failure to certify its approval or disapproval within thirty days, or such further time as the court may prescribe, after the submission of the plan to it, as provided in section 177 of this Act, the public interest shall, for the purposes of such approval and of the confirmation of the plan, not be deemed to be affected by the plan. Sections 177 and 178 are derived from section 77B e(2) which read: "In case the debtor is a utility subject to the jurisdiction of a regulatory commission or commissions or other regulatory authority or authorities, created by the laws of the State or States in which the properties of the debt or are operated, a plan of reorganization shall not be confirmed until (a) it shall be submitted to each commission or authority having regulatory jurisdiction over the debtor, (b) an opportunity shall be afforded each such commission or authority to suggest amendments or objections to the plan, and (c) the judge shall consider such amendments or objections at a hearing at which each such commission or authority may be heard. In case the debtor is a public utility corporation wholly intrastate in character no court shall approve any plan of reorganization if the regulatory commission of such State having jurisdiction over such public utility certifies that the public interest is affected by said plan, unless said regulatory commission shall first approve of said plan as to the public interest therein and the fairness thereof. If said regulatory commission shall not within thirty days or such additional period as the court may prescribe after the submission of a plan to it file said certificate it shall be deemed that the public interest is not affected by said plan." Sec. 179. (11 U.S.C. § 579.) Acceptance of Plan; Hearing for Confirmation After a plan has been accepted in writing, filed in court, by or on behalf of creditors holding two-thirds in amount of the claims filed and allowed of each class, and, if the debtor has not been found to be insolvent, by or on behalf of stockholders holding the majority of stock, of which proofs have been filed and allowed, of each class, exclusive of creditors or stockholders or of any class of them who are not affected by the plan or whose claims or stock are disqualified pursuant to section 203 of this Act, or for whom payment or protection has been provided as prescribed in paragraphs (7) and (8) of section 216 of this Act, the judge shall fix a hearing, upon notice to the debtor, creditors, stockholders, indenture trustees, the Secretary of the Treasury, the Securities and Exchange Commission, and such other persons as the judge may designate, for the consideration of the confirmation of the plan and of such objections as may be made to the confirmation. A revision of section 77B e(1) which read: "A plan of reorganization shall not be confirmed until it has been accepted in writing, whether before or after the filing of the petition or answer under this section, and such acceptance shall have been filed in the proceeding by or on behalf of creditors holding two thirds in amount of the claims of each class whose claims have been allowed and would be affected by the plan and by or on behalf of stockholders of the debtor holding a majority of the stock of each class: Provided, however, That such acceptance shall not be requisite to the confirmation of the plan by any creditor or class of creditors (a) whose claims are not affected by the plan, or (b) if the plan makes provision for the payment of their claims in cash in full, or (c) if provision is made in the plan for the protection of the interests, claims, or liens of such creditor or class of creditors in the manner provided in subdivision (b), clause (5), of this section: And provided further, That such acceptance shall not be requisite to the confirmation of the plan by any stockholder or class of stockholders (1) if the judge shall have determined either that the debtor is insolvent, or that the interests of such stockholder or stockholders will not be affected by the plan, or (2) if provision is made in the plan for the protection of the interests of such stockholder or class of stockholders in the manner provided in subdivision (b), clause (4), of this section. With such acceptance there shall be set forth, verified in such manner as the judge shall require, what, if any, contracts of the debtor are executory in whole or in part, and what unexpired leases have been rejected and surrendered. With such acceptance there shall be filed a statement, verified in such manner as the judge shall require, showing what, if any, claims and shares of stock have been purchased or transferred by those accepting the plan after the commencement or in contemplation of the proceeding, and the circumstances of such purchase or transfer: Provided, however, That if the judge is satisfied that by reason of the number of securities outstanding and the extent of the public dealing therein the preparation of such a statement would be impractical, he may direct that it be not filed. If the United States of America is a creditor or stockholder, the Secretary of the Treasury is hereby authorized to accept or reject a plan in respect of the interests or claims of the United States." The requirement that a statement of executory contracts be filed with the application for confirmation has been omitted as has also the provision for the filing of a statement showing the purchase of claims and shares of stock. Such a purchase will be considered as bearing on the question whether or not the plan was filed in good faith. For the amendment of Aug. 29, 1935, see section 199, note. Sec. 180. (11 U.S.C. § 580.) Same; Effect of Order of Approval on Right to Object to Confirmation The order of the judge approving a plan, as provided in section 174 of this Act, shall not affect the right of the debtor, a creditor, indenture trustee, or stockholder to object to the confirmation of the plan. There was no corresponding provision in section 77B. Article VIII-Title, Rights, and Powers of Trustees and Sec. 186. (11 U.S.C. § 586.) Trustee; Title A trustee, upon his appointment and qualification, shall be vested with such title as a trustee appointed under section 44 of this Act would have. Derived from section 77B c(2): “. the judge (2) shall fix the amount of the bond of every such trustee, and every such trustee, upon filing such bond, shall have all the title and shall exercise, subject to the control of the judge and consistently with the provisions of this section, all the powers of a trustee appointed pursuant to section 44 of this Act Sec. 187. (11 U.S.C. § 587.) Same; Rights, Powers, and Duties Where not inconsistent with the provisions of this chapter, a trustee, upon his appointment and qualification, shall be vested with the same rights, be subject to the same duties, and exercise the same powers as a trustee appointed under section 44 of this Act, and, if authorized by the judge, shall have and may exer cise such additional rights and powers as a receiver in equity would have if appointed by a court of the United States for the property of the debtor. Derived from section 77B c(2), quoted under section 186 supra which also conferred upon the trustee "if authorized by the judge, the same powers as those exercised by a receiver in equity .". "Rights" was added as more inclusive, and the trustee has been given "duties" as well as "powers." "Subject to the control of the judge" now goes without saying. Sec. 188. (11 U.S.C. § 588.) Debtor in Possession; Title, Rights, Duties and Powers A debtor continued in possession of its property shall have all the title, be vested with all the rights, be subject to all the duties, and exercise all the powers of a trustee appointed under this chapter, subject, however, at all times to the control of the judge and to such limitations, restrictions, terms, and conditions as the judge may from time to time prescribe. Derived from section 77B c(11): "In case a trustee is not appointed, the debtor . shall have all the title to and shall exercise, consistently with the provisions of this section, all the powers of a trustee appointed pursuant to this section, subject at all times to the control of the judge, and to such limitations, restrictions, terms and conditions as the judge may from time to time impose and prescribe." Sec. 189. (11 U.S.C. § 589.) Operation of Business and Man agement of Property; Reports A trustee or debtor in possession, upon authorization by the judge, shall operate the business and manage the property of the debtor during such period, limited or indefinite, as the judge may from time to time fix, and during such operation or management shall file reports thereof with the court at such intervals as the court may designate. shall have Based upon section 77B c(2) and (11), which read: "(2) and every such trustee subject to the authorization and control of the judge, the power to operate the business of the debtor during such period, fixed or indefinite, as the judge may from time to time prescribe;" . "(11) In case a trustee is not appointed the debtor shall continue in the possession of its property, and, if authorized by the judge, shall operate the business thereof during such period, fixed or indefinite, as the judge may from time to time prescribe Sec. 190. (11 U.S.C. § 590.) Reports; Form; Contents; In spection; Distribution The reports of the trustee or debtor in possession shall be in such form and contain such information as the court may prescribe and shall at all times be open to the examination of any party in interest. The court shall direct copies or summaries of annual reports, and may direct copies or summaries of other reports, to be mailed to the creditors, stockholders, and indenture |