---
kind: "section"
citation: "15 U.S.C. § 77ee"
title: "15"
title_heading: "Commerce and Trade"
number: "77ee"
heading: "Directors of Corporation, powers and duties generally"
release: "119-102"
url: "https://uscodex.org/usc/15/77ee"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter II — Foreign Securities"
---

# §77ee. Directors of Corporation, powers and duties generally


The [board](/usc/15/205c.md?p=1) of directors may—

- (1) Convene meetings of holders of foreign [securities](/usc/15/78lll.md?p=14).
- (2) Invite the deposit and undertake the custody of foreign [securities](/usc/15/78lll.md?p=14) which have defaulted in the payment either of principal or interest, and issue receipts or certificates in the place of [securities](/usc/15/78lll.md?p=14) so deposited.
- (3) Appoint [committees](/usc/15/2921.md?p=1) from the directors of the Corporation and/or all other [persons](/usc/15/78m.md?p=h-8-E) to represent holders of any class or classes of foreign [securities](/usc/15/78lll.md?p=14) which have defaulted in the payment either of principal or interest and determine and regulate the functions of such [committees](/usc/15/2921.md?p=1). The chairman and vice chairman of the [board](/usc/15/205c.md?p=1) of directors shall be ex officio chairman and vice chairman of each [committee](/usc/15/2921.md?p=1).
- (4) Negotiate and carry out, or assist in negotiating and carrying out, arrangements for the resumption of payments due or in arrears in respect of any foreign [securities](/usc/15/78lll.md?p=14) in default or for rearranging the terms on which such [securities](/usc/15/78lll.md?p=14) may in future be held or for converting and exchanging the same for new [securities](/usc/15/78lll.md?p=14) or for any other object in relation thereto; and under this paragraph any plan or [agreement](/usc/15/7a.md?p=2) made with respect to such [securities](/usc/15/78lll.md?p=14) shall be binding upon depositors, providing that the consent of holders resident in the United States of 60 per centum of the [securities](/usc/15/78lll.md?p=14) deposited with the Corporation shall be obtained.
- (5) Undertake, superintend, or take part in the collection and [application](/usc/15/77ccc.md?p=8) of funds derived from foreign [securities](/usc/15/78lll.md?p=14) which come into the possession of or under the control or management of the Corporation.
- (6) Collect, preserve, publish, circulate, and render available in readily accessible form, when deemed essential or necessary, documents, statistics, reports, and information of all kinds in respect of foreign [securities](/usc/15/78lll.md?p=14), including particularly records of foreign external [securities](/usc/15/78lll.md?p=14) in default and records of the progress made toward the payment of past-due obligations.
- (7) Take such steps as it may deem expedient with the view of securing the adoption of clear and simple forms of foreign [securities](/usc/15/78lll.md?p=14) and just and sound principles in the conditions and terms thereof.
- (8) Generally, act in the name and on behalf of the holders of foreign [securities](/usc/15/78lll.md?p=14) the care or representation of whose interests may be entrusted to the Corporation; conserve and protect the rights and interests of holders of foreign [securities](/usc/15/78lll.md?p=14) issued, sold, or owned in the United States; adopt measures for the protection, vindication, and preservation or reservation of the rights and interests of holders of foreign [securities](/usc/15/78lll.md?p=14) either on any default in or on breach or contemplated breach of the conditions on which such foreign [securities](/usc/15/78lll.md?p=14) may have been issued, or otherwise; obtain for such holders such legal and other assistance and advice as the [board](/usc/15/205c.md?p=1) of directors may deem expedient; and do all such other things as are incident or conducive to the attainment of the above objects.

## Source credit

(May 27, 1933, ch. 38, title II, § 204, 48 Stat. 94.)