William O. Douglas

“ Bond & Share's exchange of its securities for the new securities was a 'sale' under the Act, for 'sale' includes 'exchange.' § 2 (a) (23) . Bond & Share is a registered holding company. No 'sale' of securities can be made by a registered holding company without Commission approval. That is the command of § 12 of the Act. [2] That approval is obtained, as § 12 shows, [3] by a procedure which submits the fees in connection with the sale to the scrutiny and approval of the Commission. ”

“ The Public Utility Holding Company Act of 1935 is a reticulated statute, not a hodge-podge. To observe its explicit provisions is to respect the purpose of Congress and the care with which it was formulated. ”

“ Electric would transfer to a new holding company, Middle South Utilities, Inc., its holdings in those operating subsidiaries, as well as certain other assets; (2) preferred stocks of Electric would be retired by distributing to those security holders shares of Middle South and shares of another subsidiary of Electric; (3) the remaining shares of Middle South and the other subsidiary would be distributed to the holders of the common stock and of the warrants of Electric; and (4) Bond & Share would pay Electric $2,200,000 in settlement of intrasystem claims. ”