---
kind: "section"
citation: "49 U.S.C. § 11323"
title: "49"
title_heading: "Transportation"
number: "11323"
heading: "Consolidation, merger, and acquisition of control"
release: "119-102"
url: "https://uscodex.org/usc/49/11323"
units:
  - "Subtitle IV — Interstate Transportation"
  - "Part A — Rail"
  - "Chapter 113 — Finance"
  - "Subchapter II — Combinations"
---

# §11323. Consolidation, merger, and acquisition of control

- (a) The following transactions involving [rail carriers](/usc/49/10102.md?p=5) providing [transportation](/usc/49/10102.md?p=9) subject to the jurisdiction of the [Board](/usc/49/10102.md?p=1) under this part may be carried out only with the approval and authorization of the [Board](/usc/49/10102.md?p=1):
  - (1) Consolidation or merger of the properties or franchises of at least 2 [rail carriers](/usc/49/10102.md?p=5) into one corporation for the ownership, management, and operation of the previously separately owned properties.
  - (2) A purchase, lease, or contract to operate property of another [rail carrier](/usc/49/10102.md?p=5) by any number of [rail carriers](/usc/49/10102.md?p=5).
  - (3) Acquisition of control of a [rail carrier](/usc/49/10102.md?p=5) by any number of [rail carriers](/usc/49/10102.md?p=5).
  - (4) Acquisition of control of at least 2 [rail carriers](/usc/49/10102.md?p=5) by a person that is not a [rail carrier](/usc/49/10102.md?p=5).
  - (5) Acquisition of control of a [rail carrier](/usc/49/10102.md?p=5) by a person that is not a [rail carrier](/usc/49/10102.md?p=5) but that controls any number of [rail carriers](/usc/49/10102.md?p=5).
  - (6) Acquisition by a [rail carrier](/usc/49/10102.md?p=5) of trackage rights over, or joint ownership in or joint use of, a [railroad](/usc/49/10102.md?p=6) line (and terminals incidental to it) owned or operated by another [rail carrier](/usc/49/10102.md?p=5).
- (b) A person may carry out a transaction referred to in [subsection (a)](#a) of this section or participate in achieving the control or management, including the power to exercise control or management, in a common interest of more than one of those [rail carriers](/usc/49/10102.md?p=5), regardless of how that result is reached, only with the approval and authorization of the [Board](/usc/49/10102.md?p=1) under this subchapter. In addition to other transactions, each of the following transactions are considered achievements of control or management:
  - (1) A transaction by a [rail carrier](/usc/49/10102.md?p=5) that has the effect of putting that [rail carrier](/usc/49/10102.md?p=5) and person affiliated with it, taken together, in control of another [rail carrier](/usc/49/10102.md?p=5).
  - (2) A transaction by a person affiliated with a [rail carrier](/usc/49/10102.md?p=5) that has the effect of putting that [rail carrier](/usc/49/10102.md?p=5) and persons affiliated with it, taken together, in control of another [rail carrier](/usc/49/10102.md?p=5).
  - (3) A transaction by at least 2 persons acting together (one of whom is a [rail carrier](/usc/49/10102.md?p=5) or is affiliated with a [rail carrier](/usc/49/10102.md?p=5)) that has the effect of putting those persons and [rail carriers](/usc/49/10102.md?p=5) and persons affiliated with any of them, or with any of those affiliated [rail carriers](/usc/49/10102.md?p=5), taken together, in control of another [rail carrier](/usc/49/10102.md?p=5).
- (c) A person is affiliated with a [rail carrier](/usc/49/10102.md?p=5) under this subchapter if, because of the relationship between that person and a [rail carrier](/usc/49/10102.md?p=5), it is reasonable to believe that the affairs of another [rail carrier](/usc/49/10102.md?p=5), control of which may be acquired by that person, will be managed in the interest of the other [rail carrier](/usc/49/10102.md?p=5).

## Source credit

(Added Pub. L. 104–88, title I, § 102(a), Dec. 29, 1995, 109 Stat. 838.)

## Notes

### Editorial Notes

### Prior Provisions

Provisions similar to those in this section were contained in section 11343 of this title prior to the general amendment of this subtitle by Pub. L. 104–88, § 102(a).

A prior section 11323, Pub. L. 95–473, Oct. 17, 1978, 92 Stat. 1433; Pub. L. 99–521, § 10(a), (b)(1), Oct. 22, 1986, 100 Stat. 2997, related to limitation on ownership of other carriers by household goods freight forwarders, prior to the general amendment of this subtitle by Pub. L. 104–88, § 102(a).

### Statutory Notes and Related Subsidiaries

### Effective Date

Section effective Jan. 1, 1996, except as otherwise provided in Pub. L. 104–88, see section 2 of Pub. L. 104–88, set out as a note under section 1301 of this title.