§ 1312.20 - Transfer of operations—change in name and control.

(a) General. (1) As used in this section—

(i) Old carrier refers to the carrier or party whose name is changed or whose operating authority is transferred;

(ii) New carrier refers to the new name of the old carrier or to the party to which the operating authority is transferred; and

(iii) Adoption publications refers to adoption notices, and combination adoption notices and adoption supplements.

(2) When a carrier's name is lawfully changed or its operating authority transferred, tariff adjustments must be made. The procedure to be followed depends on the particular circumstances.

(b) Purpose of adoption notices. (1) Adoption notices shall be filed to reflect new ownership or control when—

(i) A carrier's name is lawfully changed;

(ii) A carrier's operating authority is transferred, entirely or partially; or

(iii) A fiduciary (receiver, trustee, etc.) assumes possession and control of a carrier's property; and when the carrier wishes (for whatever period) to use the old carrier's tariffs.

(2) In addition to the adoption notice, an adoption supplement shall be filed to reflect the new carrier's adoption of the old carrier's tariff(s).

(c) When adoption notice only is required. The new carrier shall file an adoption notice, in its own name and in tariff form, if the old carrier has no effective tariffs of its own (or predecessor's) issue to be adopted, but does have rates or other provisions in an agent's or another carrier's tariff(s) to be adopted.

(d) Form of adoption notice. (1) The adoption notice shall be prepared substantially as follows (names and numbers used for illustration only):

(e) Combination adoption notice and adoption supplement. If the old carrier has one or more effective tariffs (not adoption notices) of its own (or predecessor's) issue, the new carrier shall file, in its own name and in tariff form, a combination publication which shall serve as both its adoption notice and adoption supplement (see paragraph (o) of this section when new carrier amends old carrier's tariff in part). The publication shall be prepared as provided in paragraph (f) of this section. Two copies of the publication (serving as an adoption notice tariff) plus two additional copies for each tariff supplemented shall be filed.

(f) Form of combination adoption notice and adoption supplement. (1) If filing of a combination adoption notice and adoption supplement is required under paragraph (e) of this section, and the old carrier's authority is adopted entirely, the combination publication shall be prepared as provided in paragraph (d) of this section, except—

(i) The upper right corner shall identify the publication as the new carrier's adoption notice and also as an adoption supplement to each of the old carrier's tariff(s) involved.

Adoption Notice Tariff ICC JDTI 100Adoption Supplement 8 to ICC ABCD 200*

(ii) The combination publication shall contain a second paragraph prepared substantially as follows:

(2) If filing of a combination adoption notice and adoption supplement is required under paragraph (e) of this section, and the old carrier's authority is adopted partially, the combination publication shall be prepared as shown in paragraph (f)(1) of this section, with the necessary changes to reflect partial adoption.

(3) Adoption supplements shall be assigned the next unused supplement number to the tariff supplemented. If the tariff is adopted partially, the old carrier shall reserve two supplement numbers for each new carrier, to be used for adoption and cancellation supplements (see paragraph (o) of this section for reservation of supplement numbers).

(g) ICC designation to be used. The ICC designation assigned to adoption notices shall be in the new carrier's series, except that adoption notices filed by a fiduciary shall be in the old carrier's series and the designation shall be identified by naming the old carrier followed by “series.” If no code has been assigned, a “blank code such as “MF-A1000” may be used.

(h) Effective date of adoption publications. (1) The effective date of adoption publications is the date of consummation of the transaction for which such publications are required. Adoption publications shall be filed promptly and, if possible, prior to their effective date, but in no case later than 60 days thereafter.

(2) Each agent or carrier to whom the old carrier issued a concurrence or power of attorney being adopted shall be furnished a copy of the adoption publication.

(3) If the transfer of operating authority to the new carrier requires approval by the Commission, the effective date of the publication may not be prior to the effective date of the approval.

(i) When name of old carrier need not be shown. If a carrier re-adopts tariffs of its own issue, which had been adopted by another party, it need not identify those tariffs as being in its own series.

(j) Temporary control. (1) If a party's authority to assume operating control of a carrier under section 11349 of the Act is not made permanent, the old carrier shall reassume operating control by filing an adoption notice.

(2) The effective date of the adoption publication is the date the other party's authority to assume operating control of the carrier expires or is vacated.

(k) Fiduciaries. (1) When a fiduciary assumes possession or operating control of a carrier, tariff publications and other instruments shall show the name of the carrier, followed by the name and capacity of the fiduciary. (Also see 49 CFR 1181.5—Operations by fiduciaries.)

(2) Upon termination of the fiduciary's possession or control, the party assuming control of the carrier's property shall comply with the regulations in this section.

(l) Concurrences and powers of attorney. If the old carrier's operating authority is adopted entirely, its effective concurrences and powers of attorney become those of the new carrier and remain effective until canceled, revoked, or replaced by the new carrier.

(m) Tariffs issued by other carriers or by agents. (1) If the old carrier is listed in a participating carrier tariff, the participating carrier tariff shall be amended as provided in § 1312.25.

(2) If tariff provisions contained in a tariff not issued in the old carrier's name need to be adopted, and the tariff contains its own list of participating carriers, the tariff shall be amended on lawful notice to reflect the adoption, in the manner required by paragraphs (m)(3) and (4) of this section.

(3) If adopted entirely, the old carrier's name shall be brought forward and its participation canceled. Directly with the cancellation shall be reference to a statement substantially as follows:

(4) If adopted partially, the old carrier's name may be canceled only if there are no provisions remaining in the tariff for its account. If not already shown as a participant, the new carrier shall be added. Directly with the old carrier's name (or cancellation of its participation) shall be reference to a statement substantially as follows:

(n) Cancellation of provisions in partially adopted tariffs. (1) Rates or other provisions in a tariff in the old carrier's name, which apply locally and are involved in the partial transfer of authority to a new carrier, shall be canceled and published in tariffs of the new carrier's (or its agent's) issue.

(2) Items, units, or looseleaf pages may not be reissued to effect the cancellation. Instead, the cancellation shall be made by a statement substantially as follows:

(3) The cancellation statement shall be published in a special supplement to the tariff, whether bound or looseleaf, which—

(i) Shall be filed on lawful notice within 120 days of the adoption publication's effective date;

(ii) Is exempt from limitations on volume of supplemental matter imposed by this part;

(iii) Shall become effective concurrently with the establishment of corresponding provisions for the new carrier's account; and

(iv) Shall remain in effect for the life of the tariff.

(4) Rates and other provisions covering the adopted authority shall be filed on lawful notice in the new tariff(s) to become effective concurrently with the cancellation of the corresponding provisions from the old carrier's tariffs.

(o) Reservation of supplement numbers for new carrier's use. Two unused supplement numbers shall be reserved for each new carrier's use. One of the numbers shall be assigned to the adoption publication and the other to the cancellation supplement.

(p) Subsequent supplements or looseleaf pages. (1) Subsequent supplements or looseleaf pages to adopted tariffs issued by the old carrier (or its predecessor) shall show the name of the carrier in whose ICC designation series the tariff was issued originally, except when the old carrier re-adopts its own tariff.

(2) Subsequent supplements or pages shall be filed by—

(i) The new carrier if the tariff was adopted entirely; or

(ii) The old carrier if the tariff was adopted partially, except as provided in paragraph (n) of this section.

(q) Describe former tariff when canceling. When canceling tariffs issued or adopted by the old carrier, the new carrier shall identify the tariffs in the cancellation notice by—

(1) ICC designation;

(2) Issuing carrier's name; and

(3) Reference to the series in which the tariff was published, if the old carrier published tariffs in more than one series.

(r) Adoption supplements are noncounting. Adoption supplements are exempt from the limitations on volume of supplemental matter as contained in § 1312.18.