U.S. Code » Title 49 » Subtitle SUBTITLE IV— INTERSTATE TRANSPORTATION › Part PART A— RAIL › Chapter CHAPTER 113— FINANCE › Subchapter SUBCHAPTER II— COMBINATIONS

49 U.S.C. § 11324

Consolidation, merger, and acquisition of control: conditions of approval

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(a) The Board may begin a proceeding to approve and authorize a transaction referred to in section 11323 of this title on application of the person seeking that authority. When an application is filed with the Board, the Board shall notify the chief executive officer of each State in which property of the rail carriers involved in the proposed transaction is located and shall notify those rail carriers. The Board shall hold a public hearing unless the Board determines that a public hearing is not necessary in the public interest.(b) In a proceeding under this section which involves the merger or control of at least two Class I railroads, as defined by the Board, the Board shall consider at least—(1) the effect of the proposed transaction on the adequacy of transportation to the public;(2) the effect on the public interest of including, or failing to include, other rail carriers in the area involved in the proposed transaction;(3) the total fixed charges that result from the proposed transaction;(4) the interest of rail carrier employees affected by the proposed transaction; and(5) whether the proposed transaction would have an adverse effect on competition among rail carriers in the affected region or in the national rail system.(c) The Board shall approve and authorize a transaction under this section when it finds the transaction is consistent with the public interest. The Board may impose conditions governing the transaction, including the divestiture of parallel tracks or requiring the granting of trackage rights and access to other facilities. Any trackage rights and related conditions imposed to alleviate anticompetitive effects of the transaction shall provide for operating terms and compensation levels to ensure that such effects are alleviated. When the transaction contemplates a guaranty or assumption of payment of dividends or of fixed charges or will result in an increase of total fixed charges, the Board may approve and authorize the transaction only if it finds that the guaranty, assumption, or increase is consistent with the public interest. The Board may require inclusion of other rail carriers located in the area involved in the transaction if they apply for inclusion and the Board finds their inclusion to be consistent with the public interest.(d) In a proceeding under this section which does not involve the merger or control of at least two Class I railroads, as defined by the Board, the Board shall approve such an application unless it finds that—(1) as a result of the transaction, there is likely to be substantial lessening of competition, creation of a monopoly, or restraint of trade in freight surface transportation in any region of the United States; and(2) the anticompetitive effects of the transaction outweigh the public interest in meeting significant transportation needs.In making such findings, the Board shall, with respect to any application that is part of a plan or proposal developed under section 333(a)–(d) of this title, accord substantial weight to any recommendations of the Attorney General.(e) No transaction described in section 11326(b) may have the effect of avoiding a collective bargaining agreement or shifting work from a rail carrier with a collective bargaining agreement to a rail carrier without a collective bargaining agreement.(f)(1) To the extent provided in this subsection, a proceeding under this subchapter relating to a transaction involving at least one Class I rail carrier shall not be considered an adjudication required by statute to be determined on the record after opportunity for an agency hearing, for the purposes of subchapter II of chapter 5 of title 5, United States Code.(2) Ex parte communications, as defined in section 551(14) of title 5, United States Code, shall be permitted in proceedings described in paragraph (1) of this subsection, subject to the requirements of paragraph (3) of this subsection.(3)(A) Any member or employee of the Board who makes or receives a written ex parte communication concerning the merits of a proceeding described in paragraph (1) shall promptly place the communication in the public docket of the proceeding.(B) Any member or employee of the Board who makes or receives an oral ex parte communication concerning the merits of a proceeding described in paragraph (1) shall promptly place a written summary of the oral communication in the public docket of the proceeding.(4) Nothing in this subsection shall be construed to require the Board or any of its members or employees to engage in any ex parte communication with any person. Nothing in this subsection or any other law shall be construed to limit the authority of the members or employees of the Board, in their discretion, to note in the docket or otherwise publicly the occurrence and substance of an ex parte communication.(Added Pub. L. 104–88, title I, § 102(a), Dec. 29, 1995, 109 Stat. 839.)Editorial NotesPrior Provisions

Provisions similar to those in this section were contained in section 11344 of this title prior to the general amendment of this subtitle by Pub. L. 104–88, § 102(a).

Statutory Notes and Related SubsidiariesEffective 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.

Notes of Decisions
Cited in 24 cases (2 in the last 5 years), 1997–2025 · leading case: Vill. of Barrington v. Surface Transp. Bd., 636 F.3d 650 (D.C. Cir. 2011).
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Vill. of Barrington v. Surface Transp. Bd., 636 F.3d 650 (D.C. Cir. 2011). · cites it 9× “See 49 U.S.C. §§ 11324 (d), 11325(a), (d). Finding that the substantial increase in freight traffic along the EJ & E line resulting from this transaction would “significantly affect[ ] the quality of the human environment,” 42 U.”
Commuter Rail Div. of Reg'l Transp. Auth. v. Surface Transp. Bd., 608 F.3d 24 (D.C. Cir. 2010). · cites it 9× “They filed the application under 49 U.S.C. § 11324 , which authorizes the Board to initiate a proceeding to approve various transactions within its jurisdiction, including the acquisition of one or more railroads by another railroad.”
W. Resources, Inc. v. Surface Transp. Bd. & United States of Am., Santa Fe Pac. Corp., Intervenors, 109 F.3d 782 (D.C. Cir. 1997). · cites it 4× “§ 11344 (b)(1)(E), new 49 U.S.C. § 11324 (b)(5). 4 In determining the public interest, it balances the gains in operating efficiency and market capability that result from consolidation against any reduction in competition or harm to essential services.”
W. Coal Traffic League,petitioners v. Surface Transp. Bd. & United States of Am., Norfolk S. Corp., Intervenors, 216 F.3d 1168 (D.C. Cir. 2000). · cites it 5× “In § 11324(a) the Board is instructed to begin considering a merger application upon receipt of the application and to consider, among other things, “whether the proposed transaction would have an adverse effect on competition among rail carriers.” 49 U.S.C. § 11324 (b)(5). The…”
Norfolk S. Ry. Co. v. STB, 72 F.4th 297 (D.C. Cir. 2023). · cites it 2× “” 49 U.S.C. § 11324 (c); see id. § 11323(a) (identifying transactions subject to section 11324(c)).”
Springfield Terminal Ry. Co. v. Canadian Pac. Ltd., 133 F.3d 103 (1st Cir. 1997). “The relevant statute governing ICC approval is 49 U.S.C. § 11324 (d), which requires approval of an acquisition unless “there is likely to be substantial lessening of competition, creation of a monopoly, or restraint of trade in freight surface transportation .”
Rymes Heating Oils, Inc. v. Springfield Terminal Ry. Co., 358 F.3d 82 (1st Cir. 2004). · cites it 2× “The ICCTA requires the ICC to consider labor interests, see 49 U.S.C. § 11324 (b)(4), but the RPSA does not, see 49 U.”
Swonger v. Surface Transp. Bd., 265 F.3d 1135 (10th Cir. 2001). “See 49 U.S.C. § 11324 (c); see also Nofolk & W.”
Hagerman v. United Transp. Union, 281 F.3d 1189 (10th Cir. 2002). “We AFFIRM the district court’s grant of summary judgment to all defendants. 1 . Railroads seeking to merge or consolidate operations must obtain the approval of the Surface Transportation Board, the successor to the Interstate Commerce Commission.”
Consol. Rail Corp. v. Grand Trunk W. R.R., 607 F. App'x 484 (6th Cir. 2015). “49 U.S.C.A. § 11324 (c) (emphasis added).”
United Transp. Union-Illinois Legislative Bd. v. Surface Transp. Bd., 175 F.3d 163 (D.C. Cir. 1999). “The Union first points to the command in 49 U.S.C. § 11324 (c): the “Board shall approve and authorize a transaction [referred to in § 11323] when it finds the transaction is consistent with the public interest.”
Pennsylvania v. Surface Transp. Bd., 290 F.3d 522 (3rd Cir. 2002). · cites it 3× “49 U.S.C. § 11324 (b). Thus it was to the Board that the prospective acquirers of Conrail looked for ultimate approval.”
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