William O. Douglas

“ If a state court can hold invalid acceptances whose validity has been approved by the Commission and the District Court, then the federal agencies have lost much of the exclusive jurisdiction which Congress granted them. There are myriad questions of state law underlying the consummation of every plan of reorganization. ”

“ There is the question whether the new company is validly organized; whether proxies are executed in pursuance of the provisions of the state code; whether the charter of a corporation can contain certain kinds of provisions, authorize certain types of securities, etc., etc. ”

“ That exclusive jurisdiction is not restricted to protection of the court's possession of the property and operation of the business. Section 77, sub. e gives the reorganization court the sole authority to determine whether the acceptances of the plan have been made or procured 'by any means forbidden by law'. In this case that plainly means that the reorganization court alone had the power to ascertain whether the requisite vote of the directors and stockholders of South Western had been cast in favor of the plan. ”