Page:United States Statutes at Large Volume 47 Part 1.djvu/1503

72d C ONGRESS. SESS. II. CH. 204 . MARCH 3, 1933. 1479 Pro vid ed, Th at unles s good a nd suffi cient re asons ap pear the refor "r -' no . allowance for fees or compensation shall be made to officers of acting fee s as maag rs s . e.` corporations who have acted as managers or in any capacity in connection with the reorganization when such corporation had an interest in the matter . No plan of reorganization shall be confirmed IntA srsp oval oplan aby in any proceeding under this section except upon the approval of the Commission, Commission . Inters tate Comme rce Co mmiss ion ce rtifi ed to the court . If the commission shall decline to issue such a certificate it shall file in the proceeding its decision, specifying the particular grounds upon which it bases its disapproval of the plan . "(g) Upon such approval by the commission, and after hearing court, hen, by such objections as may be made to the approved plan, the judge shall confirm the plan if satisfied that (1) the approved plan complies with the provisions of subdivision (b) of this section, is equitable and does not discriminate unfairly in favor of any class of creditors or stockholders ; (2) all amounts to be paid by the debtor or by any corporation or corporations acquiring the debtor's assets, for services or expenses incident to the reorganization and cost of financing, have been fully disclosed and are reasonable, or are to be subject to the approval of the judge ; (3) the offer of the plan and its acceptance are in good faith and have not been made or procured by any means or promi ses forb idden by this Ac t ; ( 4) the a pproved plan pro vides for the payment of all costs of administration and other allowances made by the court, except that compensation or reimbursement pro- vided for in subdivision (c), clause (8), of this section may be paid in securities provided for m the plan if those entitled thereto will accept such payment and the court finds such compensation reason- able ; (5) the approved plan provides, with respect to stockholders of any class the acceptance of which is requisite to the confirmation of the plan, and who would not become bound by the plan under the provision of subdivision (h) of this section, and of which more than one-third have not accepted the plan, adequate protection for the realization by them of the value of their equity, if any, in the prop- erty of the debtor dealt with by the plan either by a sale of the property at not less than a fair upset price, or by appraisal and payment in cash either of the value of their stock or, at the objecting stockholder's election, of the value of the securities, if any, allotted to such stock under the plan ; (6) the plan provides with respect to any clas s of cre ditors t he accep tance of which is requisi te to th e confirmation of the plan, and who would not become bound by the plan under the provisions of subdivision (h) of this section, adequate protection for the realization by them of the value of their securi- ties, liens, and claims, either (a) by the sale of such property subject to their liens, if any, or (b) by the sale free of such liens at not less than a fair upset price, and the transfer of such liens to the proceeds of such sale, or (c) by appraisal and payment in cash of either the value of such liens and claims or, at the objecting creditors' election, the value of the securities allotted to such liens and claims under the plan . Section 57, clause (h) t of this Act shall be applicable Appraisal of secnrI° to the appraisal of securities under this section, and the value of the tvol. ao, p. aeo. unpaid balance shall be appraised as an unsecured claim ; and (7) the debtor, and every other corporation issuing securities or acquir- ing property under the plan, is authorized by its charter or by applicable State or Federal laws, upon confirmation of the Ian, to carry out the plan . In the case of a sale or appraisal under cause (5) or (6) of this subdivision (g) the court shall refer to the com- mission for its consideration and determination the amount to be fixed as the upset price and the appraisal of any securities.