190.025 Powers of railroads; special cases.

(1) Railroad property acquired under mortgage or trust deed. In case of a sale of any interest in railroad property by virtue of any trust deed or mortgage under s. 190.02 (9), the purchasers and their associates, successors and assigns shall have, exercise and enjoy all rights, privileges, grants, franchises, immunities and advantages mentioned in the trust deed or mortgage which were possessed by the corporation that executed that instrument, so far as those rights, privileges, grants, franchises, immunities and advantages relate or appertain to that portion or line of road purchased at that sale, as fully and absolutely in all respects as the corporation that executed that instrument might have done if the sale had not taken place.

(2) Railroads acquired through judicial proceedings and reorganized railroads.

(a) This subsection applies to any of the following:

1. A railroad corporation organized to and which shall acquire, directly or by mesne conveyances, the property of another railroad corporation sold in judicial proceedings.

2. A railroad corporation reorganized under the federal bankruptcy act which, under a plan of reorganization as confirmed by the act, shall have been authorized to put into effect and carry out the plan of reorganization, or a new railroad corporation which shall be organized for the like purpose.

(b) A railroad corporation that is subject to this subsection shall have all powers conferred by law upon railroad corporations. The railroad corporation may issue, sell, pledge or otherwise dispose of its evidences of debt, at such times, in such amounts, for such considerations and upon such terms and conditions as the board of directors of the corporation shall determine, and as shall be authorized by the office, or the federal surface transportation board in the case of a railroad corporation organized for the purpose of acquiring a railroad engaged in interstate commerce, or any existing railroad corporation reorganized under the act and acquiring railroad property used in interstate commerce. The evidences of debt may be convertible, at the option of the holder, into stock, and shares of stock. The shares may have a nominal or par value or, if the shares are shares of common stock, be without nominal or par value. The shares may be of such classes, with such rights and voting powers as may be expressed in the corporation's articles or any amendment thereto.

(c)

1. A railroad corporation reorganized under the federal bankruptcy act may elect to file a certified copy of the plan of reorganization as confirmed by the federal bankruptcy act with the department of financial institutions. The filing of the plan shall accomplish and evidence the amendment of its charter or articles of incorporation without the necessity for any other or further action, corporate or otherwise. A reorganized railroad corporation shall, upon filing the plan of reorganization, have all powers necessary to put into effect and carry out the plan of reorganization in all respects. The fees for filing the copy of the plan of reorganization shall be the same as prescribed in s. 190.01 (3).

2. Filing the plan of reorganization under subd. 1. shall not preclude the reorganized corporation from amending its charter or articles in the manner provided by law.

(3) Guarantee securities.

(a) Any railroad corporation, organized and existing under the laws of this state or existing by consolidation of different railroad corporations under the laws of this state and any other state, that owns more than 50 percent of the capital stock of another corporation, the capital stock of which it is authorized to own, is authorized by action of its board of directors to guarantee the payment of the principal and interest of bonds or other obligations of the other corporation.

(b) Any railroad corporation, organized and existing under the laws of this state or existing by consolidation of different railroad corporations under the laws of this state and any other state, that owns with other railroad corporations more than 50 percent of the capital stock of another corporation, the capital stock of which it is authorized to own, is authorized by action of its board of directors to guarantee the payment of the principal and interest of bonds or other obligations of the other corporation, and to join with the other railroad corporations in guaranteeing the payment of principal and interest of bonds or other obligations of the other corporation.

History: 1997 a. 254 ss. 54, 55, 57 to 60; 2005 a. 179.