[318 U.S. 448, 451] Mr. Robert T. Swaine, of New York City, for Institutional Bondholders Committee.
Mr. Russell L. Snodgrass, of Washington, D.C., for Reconstruction Finance Corporation.
Mr. Harold C. McCollom, of New York City, [318 U.S. 448, 452] for Irving Trust Co., Trustee of General and Refunding Mortgage.
Mr. M. C. Sloss, of San Francisco, Cal., for Western Pac. R.R. corporation.
Mr. Robert E. Coulson, of New York City, for A. C. James Co.
Mr. E. G. Buckland, of New Haven, Conn., for Railroad Credit Corporation.
Mr. Orville W. Wood, of New York City, for Crocker First Nat. Bank of San Francisco, et al., Trustees of First Mortgage. Mr. Justice REED delivered the opinion of the Court.
Petitioners seek review of a decree of the Circuit Court of Appeals in the reorganization of the Western Pacific Railroad Company under Section 77 of the Bankruptcy Act. That decree reversed the order of the District Court which had approved the plan for reorganization certified to it by the Interstate Commerce Commission. 1
The petitions for certiorari ask adjudication of questions which are important in the field of railroad reorganization. They involve the respective function of Commission and court, the method of valuation of railroad property by the Commission, the legality of the exclusion of stockholders and certain creditors from participation in the estate, a more favorable participation of a Reconstruction Finace Corporation claim because of new money furnished for the plan, allocation of securities [318 U.S. 448, 453] among claimants, priorities of liens created by different mortgages and subsidiary issues. Heretofore this Court has not passed upon them. For their determination we granted certiorari. 316 U.S. 654 , 62 S.Ct. 1038
The debtor railroad company filed its petition in the District Court for the Northern District of California on August 2, 1935, alleging its inability to pay and discharge its indebtedness as it matured and praying for reorganization under Section 77. The petition was approved as properly filed, trustees were appointed, their appointment ratified, 207 I.C.C. 793, and the appropriate steps taken to bring the plan of reorganization before the Commission for consideration. Public hearings were held by the Commission at which other plans for reorganization were filed, one by a group of bondholders known as the Institutional Bondholders Committee and one by the A. C. James Company, a secured creditor of the debtor which also was financially interested in the treatment accorded the preferred and common stock of the debtor. After full consideration of the problems of the debtor's reorganization and after the development of a plan deemed in accordance with Section 77, the Commission certified its plan to the District Court on September 28, 1939.
The Commission's conclusions and orders were reached upon exceptions to the report of its Bureau of Finance. Its plan was the outgrowth of a study of the financial condition and economic situation of the debtor, viewed in the setting of the public interest in a national transportation system. The competing claims of the various classes of creditors and stockholders were appraised in the light of the requirements of the Act that they be accorded fair and equitable treatment. There is little if any dispute concerning the primary facts from which factual or legal inferences are to be drawn.
The debtor is a California corporation with its principal operating office in San Francisco. It carries on an interstate railroad business between the State of California, [318 U.S. 448, 454] Nevada and Utah. 2 For an understanding of this opinion the obligations of the debtor as of January 1, 1939, the [318 U.S. 448, 455] date proposed for the beginning of the operation of the plan, may be stated as follows:
Total claim Accrued including interest at interest at contract contract Claim or Interest Principal of rate to rate to claim or effective effective interest date of plan date of plan 
Trustees' Certificates (held by Reconstruction Finance Corporation) $10,000,000.00 ___ $10,000,000.00 Equipment obligations 2,750,050.00 94,202.00 2,844,252.00 First Mortgage 5% Bonds 49,290,100.00 13,143,776.66 62,433, 876.66 Reconstruction Finance Corporation Collateral Notes (secured by $10,750,000 General and Refunding Mortgage bonds and other collateral *) 2,963,000.00 899,869.98 3,862,869.98 The Railroad Credit Corporation Collateral Notes (secured by $4,000,000 General and Refunding Mortgage bonds and other collateral *) 2,445,609.88 145,314.23 2,590, 924.11 A. C. James Co. Collateral Notes (secured by $4,249,500 General and Refunding Mortgage bonds) 4,999,800.00 1,249,950.00 6,249,750.00 ___ ___ ___ 72,448,559.88 $15,533,112.87 $87,981,672.75 Unsecured Claims 5,818,791.00 Preferred Stock 28,300,000.00 Common Stock 47,500,000.00 ___
$154,067,350.88  [318 U.S. 448, 456] The equipment obligations of.$2,750,050 are secured by rolling stock, acquired free of the liens of mortgages, through direct liens or trust arrangements. No one disputes the sound character of any of these securities. They are given priority over the fixed obligations of the reorganized company.
Subject to the trustees' certificates and equipment obligations, the first mortgage 5% bonds of $62,433,876.66, face and interest to the effective date of the plan, are secured by prior liens on all valuable property of the debtor, except (1) money, accounts, operating balances and cash items and (2) certain assets, referred to in the next paragraph, upon which the general and refunding bonds have a first lien, deemed by the Commission to be of value sufficient to support $732,010 of new income mortgage bonds and new preferred stock of $1,147,955 par. The total face and assumed value of the securities authorized by the plan, as evidence of the entire value of the system, is $84,000,000 plus. See 63 S.Ct. 711 infra. This paragraph reflects our conclusions as to priorities of the liens of the respective mortgages later discussed. See Priorities of Conflicting Liens, 63 S.Ct. 714, infra.
The later general and refunding mortgage bonds, $18,999,500 in face amount, are secured by a first lien on properties determined by the Commission to be of a value and earning power sufficient to support issues of new income bonds and participating preferred stock of $732,010 and $1, 147,955, respectively. See 233 I.C.C. 414 et seq. They are further secured, subject to the prior rights and other exceptions of the obligations listed in the preceding paragraphs, by a lien on all valuable property of the debtor. All of this series which were issued are pledged to secure the collateral notes in the amounts indicated in the preceding table.
By reason of an arrangement with the Reconstruction Finance Corporation, detailed later in the section of this [318 U.S. 448, 457] opinion headed Allocation of Securities, B, 63 S.Ct. 713 infra, the distribution of securities to creditors did not reflect absolutely their priority position. The collateral notes owned by the R.F.C. were treated in the distribution of securities on the same basis as were the claims of old First bondholders. The result is summarized by the table on page 701 of 63 S.Ct. and footnotes 5 and 6.
By stipulation of the parties, the record shows that the value of the property of the debtor and its subsidiaries, 'as found by the Interstate Commerce Commission under Section 19a of the Interstate Commerce Act, 49 U. S.C.A. 19a, with additions and betterments, new lines and extensions, subsequent to date of valuation, plus nonoperating properties,' was $150, 907,623.49 as of December 31, 1938. It is further stipulated that there is no deferred maintenance in the debtor's properties. 'Its facilities and equipment are sufficient to handle expeditiously and efficiently all traffic reasonably to be anticipated in the immediate future.' The value of the debtor's system, with equipment depreciated, was $144,978,559 as of December 31, 1938.
There is agreement as to the amount of system earnings available for interest for 1922 to 1939, inclusive. The amounts follow:3
Adjusted Consolidated Earnings Available For Interest 1922- $2,404,890 1928- $4,376,972 1934- $1,396,353 1923- 3,412,234 1929- 3,718,436 1935- 1,377,026 1924- 3,241,823 1930- 2,381,529 1936- 1,901,423 1925- 4,557,798 1931- 220,494 (deficit) 1937- 1,077,407 1926- 4,868,390 1932- 283,912 1938- 225,431 1927- 3,470,861 1933- 474,365 1939- 1,519,916
It is to be borne in mind that while these figures represent net income of the system, as shown by its combined income account, adjusted as indicated, factors other than [318 U.S. 448, 458] the net income result were placed before and weighed by the Commission and the District Court. Of course the fluctuating operating revenues for the periods from freight, passenger, mail, express, victualing and miscellaneous were considered, as well as the corresponding labor, power, tax, rental and miscellaneous expenses. Operating ratio percentages for the various years are available in the evidence.
The stipulated operating revenues of the debtor's system for the years 1922-1938 and the first nine months of 1939 are as follows:
1922 $12,736,564 1928 $19,421,851 1934 $13,779,238 1923 14,414,812 1929 20,096,557 1935 14,407, 458 1924 14,669,313 1930 18,819,062 1936 16,547, 344 1925 15,898,548 1931 14,852,938 1937 17,918, 485 1926 17,951,468 1932 12,251,071 1938 16,057, 451 1927 18,306,675 1933 12,202,489 1939 (1st 9 mths.) 12,836,985
Furthermore, the record shows the favorable effect upon the system's gross operating revenue of the extension of its lines into Northern California. This new construction, known as the Northern California Extension, was put into operation in 1932 and contributed the following gross revenues from freight originating, terminating and passing over the extension:
1932 $1,098,016 1936 $3,151,734 1933 1,491,466 1937 3,425,601 1934 2,119,427 1938 3,093,674 1935 2,289,858 1939 (first 9 months) 2,463,489
The extension is a link in a Pacific coast route created by this northerly extension and a corresponding southerly extension by the Great Northern Railroad Company which join at Bieber, California. The extension cost over ten million dollars and was built with the expectation, since realized, of materially increasing the value of the debtor's property as an operating road. The Commission gave consideration to this factor in estimating the probabilities of future income. Prospects for maintaining and increasing the debtor's traffic and so its net for interest and dividends are influenced by the fact that it depends to a considerable extent [318 U.S. 448, 459] upon traffic arrangements with other lines. The debtor's main line from Oakland, California, to Salt Lake City is an important section of a through route from the Pacific coast to the Midwest. In conjunction with the Denver & Rio Grande Western and the Missouri Pacific Railroad Company it offers fast through schedules. The Denver & Rio Grande Western completed, in 1934, the Dotsero Cut Off. This Cut Off and the Moffatt Tunnel, a nearby improvement of the Denver and Salt Lake, used together materially shorten the railroad distance between Pacific coast and Midwest points and open to passenger traffic a scenic route of great beauty. The hearings on reorganization make these facts as to the likelihood of increased traffic available to the Commission and court.
These basic factors of physical condition, traffic, gross and net income et cetera were before the Commission and the courts. From them there was to be projected an estimate as to the future from which was to be drawn a present valuation of the property and its ability to carry by its earnings a certain volume in dollars of securities. There are no assets of significant worth which are not in active use as producers of income. Relying largely upon past earnings, the Commission found 'that the fixed interest charges of the reorganized company should not initially and substantially exceed $500,000, if the reorganized company is to maintain its property properly and secure necessary new capital in the future.' It further determined that the plan should provide a capital fund for future routine additions and betterments. This was estimated to require $500,000 annually. 4 Carrying charges of $94,202 on existing equipment trusts were to be assumed [318 U.S. 448, 460] by the reorganized corporation. A new $10,000,000 first mortgage 4% bond issue was allotted $400,000 annually. These fixed charges aggregate $994, 202. In addition to the fixed charges, the Commission determined the system reasonably could carry another $1,000,000 of contingent charges. Thus the over-all charge for annual fixed and contingent interest, capital and sinking funds was limited to approxiamtely $2,000,000 per annum. Income mortgage 4 1/2% bonds were authorized in the amount of $21,219,075. Their annual interest comes to $954,858 and their one-half per cent sinking fund calls for $106,095.
In view of the foregoing limitation, capitalization of the reorganized company was fixed at.$2,750,050 of undisturbed equipment obligations, $10,000,000 of first mortgage 4% bonds, $21,219,075 of income mortgage 4 1/2% bonds, $31,850,297 of 5% preferred stock, and 319,441 shares of common stock without par value. 5 These issues
 Presently to Annual Title of Issue be issued Charges  Undisturbed existing equipment obligations $2,750,050 $94,202 First Mortgage 4% Bonds, Series A, due January 1, 1974 10,000,000 400,000 ___ ___ Total annual fixed charges $492,202 Mandatory Capital Fund 500,000 Income Mortage 4 1/2% Bonds, Series A, due January 1, 2014. Interest cumulative to 13 1/2%, otherwiser noncumulative. Convertablr at the price of the holder into new Common Stock at the price of $50 per share 21,219,075 954,858 ___ ___ Total funded debt $33,969,125 Total annual charges (fixed and contingent) and Capital Fund $1,949,060 Income Mortgage Sinking Fund (1/2%) 106,095 Participating 5% Preferred Stock ($100 par value) 31,850,297 1,592,515 ___ ___ $65,819,422 Total annual charges, Capital Fund, and Preferred dividend requirements $3,647,670 Common Stock (without par value) 319,441 shs.  [318 U.S. 448, 461] of preferred and common were based upon possible earnings in addition to the $2,000,000 plus. These securities were allotted by the Commission upon consideration of 'the relative priority, value, and equity of the various claims and the value of the new securities available in exchange therefor,' as follows:6
New Income New 5% New First Mortgage preferred New Mortgage 4 1/2% Stock Common 4% Bonds Bonds Series A Stock Series A Series A ($100 Par) (No Par)  First Mortgage 5% Bonds $19,716,040 $29,574,060 230,593 shs. ($62,433,876.66) RFC (In exchange for $10,000,000 1,185,200 1,777,800 15, 788 shs. Trustees' Certificates of $10,000,000 and Collateral Notes of $3,862,869.98 RCC Collateral Notes 154,111 241,681 35,425 shs. ($2,590,924.11) ACJ Collateral Notes 163,724 256,756 37,635 shs. ($6,249,750) ___ ___ ___ ___ Totals $10,000,000 $21,219,075 $31,850,297 319,441 shs.  [318 U.S. 448, 462] The Commission found, correlative to and as a basis for its allocation of securities, that 'the equity of the existing stock has no value, and hence holders of such stock are not entitled to participate in the plan. Further, considering that the reorganized company's income available for interest and dividends must total $4,318,035,(*) plus any undistributed-profit tax that will be payable, before dividends of $3 per share may be paid on the new common stock, it is clear that, even though all the securities remaining available for distribution after satisfying the claims of the first-mortgage bondholders are allotted to the other secure creditors, such securities will be inadequate in value to satisfy their claims. For this reason, and for the reasons stated with respect to the finding that the equity of the existing stock has no value, we find that the claims of the unsecured creditors, of the Western Pacific Railroad Corporation, and of the Western Realty Company, have no value, and hence no securities or cash should be distributed under the plan in respect of those claims.' 230 I.C.C. 101.
The plan and a transcript of the proceedings before the Commission were duly certified to the District Court. Re Western Pac. R. Co., D.C., 34 F.Supp. 493, 495. The plan in complete form and a detailed discussion of the history, property and business prospects of the debtor appears in the various reports of the Commission and the opinion below. See note 1 supra. The District Court heard the protests against the action of the Commission and the additional evidence offered, and found that the plan conformed in all respects to the requirements of Section 77.7 All [318 U.S. 448, 463] objections to the plan were therefore overruled and the court directed that a copy of the order and opinion be transmitted to the Commission for use in submitting the plan for action to the first mortgage bondholders, the R.F.C., the A. C. James Co. and the Railroad Credit Corporation, the only creditors found to be entitled to vote on the adoption of the plan.
On appeal to the Circuit Court of Appeals, Judicial Code 128, 43 Stat. 936, 28 U.S.C.A. 225, this order was reversed. The court
__________ tors geneally, or of any class of them, secured or unsecured, either through the issuance of new securities of any character or otherwise; (2) may include provisions modifying or altering the rights of stockholders generally, or of any class of them, either through the issuance of new securities of any character, or otherwise; (3) may include, for the purpose of preserving such interests of creditors and stockholders as are not otherwise provided for, provisions for the issuance to any such creditor or stockholder of options or warrants to receive, or to subscribe for, securities of the reorganized company in such amounts and upon such terms and conditions as may be set forth in the plan; (4) shall provide for fixed charges (including fixed interest on funded debt, interest on unfunded debt, amortization of discount on funded debt, and rent for leased railroads) in such an amount that, after due consideration of the probable prospective earnings of the property in light of its earnings experience and all other relevant facts, there shall be adequate coverage of such fixed charges by the probable earnings available for the payment thereof; (5) shall provide adequate means for the execution of the plan.
__________ sections (b) and (e) of this section, and will be compatible with the public interest; or it shall render a report and order in which it shall refuse to approve any plan. In such report the Commission shall state fully the reasons for its conclusions.
__________ creditors of each class whose claims have been filed and allowed in accordance with the requirements of subsection (c) of this section, and to the stockholders of each class, and/or to the committees or other representatives thereof, for acceptance or rejection, within such time as the Commission shall specify, together with the report or reports of the Commission thereon or such a summarization thereof as the Commission may approve, and the opinion and order of the judge: Provided, That submission to any class of stockholders shall not be necessary if the Commission shall have found, and the judge shall have affirmed the finding, (a) that at the time of the finding the corporation is insolvent, or that at the time of the finding the equity of such class of stockholders has no value, or that the plan provides for the payment in cash to such class of stockholders of an amount not less than the value of their equity, if any , ...: Provided further, That submission to any class of creditors shall not be necessary if the Commission shall have found, and the judge shall have affirmed the finding, that the interests of such class of creditors will not be adversely and materially affected by the plan, or that at the time of the finding the interests of such class of creditors have no value, or that the plan provides for the payment in cash to such class of creditors of an amount not less than the value of their interests.
Commenting upon this, the Court of Appeals said: 'The statement indicates a possible misconception. ...
___________ provided for by the plan, or when retained by the debtor pursuant to the plan, shall be free and clear of all claims of the debtor, its stockholders and creditors, and the debtor shall be discharged from its debts and liabilities, except such as may consistently with the provisions of the plan be reserved in the order confirming the plan or directing such transfer and conveyance or retention, and the judge may require the trustee or trustees appointed hereunder, the debtor, any mortgagee, the trustee of any obligation of the debtor, and all other proper and necessary parties, to make any such transfer or conveyance, and may require the debtor to join in any such transfer or conveyance made by the trustee or trustees. ...' [318 U.S. 448, 467] on the court.' In re Western Pac. R. Co., 9 Cir., 124 F.2d 136, 140.
Petitioners in Nos. 7, 8 and 33 seek review of this last ruling. Their petitions for certiorari query whether Section 77 does not vest 'in the Commission exclusive jurisdiction (subject only to review for arbitrary exercise) to determine whether a railroad reorganization plan is 'compatible with the public interest', including jurisdiction to determine total capitalization, the classification thereof, and the financial details of each class of proposed capitalization?'
This summary sufficiently identifies the issue without the necessity of elaborating differentiations in the petitioners' present views or of determining the degree of difference between the views of the district and appellate courts as to the function of the court under 77.
The opinion shows the attitude of the District Court, 34 F.Supp. 493, 503, 504:
It is clear from the discussions and the statute itself that there was recognition by everyone of the advantages of utilizing the facilities of the Commission for investigation into the many sided problems of transportation service, finance and public interest involved in even minor railroad reorganizations and utilizing the Commission's experience in these fields for the appraisals of values and the development of a plan of reorganization, fair to the public creditors and stockholders. 9 The resulting legislation was an attempted balance between the power of the Commission and that of the court.
As to the court's place in reorganization, the present statute does not vary greatly from the first legislative ef- [318 U.S. 448, 469] fort, enacted March 3, 1933, to reorganize railroads unable to meet their obligations. 10 The amendments of 1935 were primarily designed to cure defects disclosed by practical experience. 11 Both acts are bottomed upon the theory of debtor rehabilitation by adjustment of creditors' claims. Such treatment was essential for embarrassed railroads, as ordinary bankruptcy liquidation or judicial sales were impossible because of the size of their indebtedness and the paucity of buyers. The acts were a part of the relief granted financially involved corporations, public and private, in the depression years of the early thirties. 12 Since railroads could not take advantage of the Bankruptcy Act, 4, 11 U.S.C. 22, 11 U. S.C.A. 22, their financial adjustments for years had been carried out in equity receiverships under judicial control. These were cumbersome, costly and privately managed with inadequate consideration for the public interest in a soundly financed transportation system. Chicago, Milwaukee & St. Paul Investigation, 131 I.C.C. 615, 671; United States v. Chicago, etc ., R. Co., 282 U.S. 311, 331 , 51 S.Ct. 159, 164 dissent.
The first bill was introduced in the House January 21, 1933, as H.R. 14359. 13 It was drafted so as to place 'the entire plan of reorganization under the jurisdiction, supervision and control' of the Commission. After Commission approval, which followed stockholder and creditor approval, it was to transmit the 'approved plan, its findings and the record to the court. The court's review must [318 U.S. 448, 470] be based upon the record made before the Commission.' 14 This substitution of the Commission for an equity receivership under court direction was criticized and amendments suggested to 'eliminate all confusion in regard to the functions to be exercised by the commission and by the court. ... and (to) remove the most fundamental objections to the bill in its present form.' 15 Notwithstanding the criticism the bill passed the House with the power lodged in the Commission, as originally proposed. When the House bill for the relief of debtors16 was reported by the Senate Committee, the railroad section was omitted. By a motion from the floor it was reinstated but in a changed form. The Senate adopted changes designed to give more power to the court. 76 Cong.Rec. 4907, 5104-5134. Hearings before the court were provided. The judge, it was added, was to be 'satisfied that (1) the approved plan complies with the provisions of subdivision (b) of this section, is equitable and does not discriminate unfairly in favor of any class of creditors or stockholders.' 17 These amendments giving concurrent powers to the court were adopted by the Senate and accepted by the House and the bill became the Act of March 3, 1933, 47 Stat. 1474.
Following the recommendation of the President in his message of June 7, 1935, the Congress adopted amendments to the 1933 act which were in line with the suggestions of the Federal Coordinator of Transportation [318 U.S. 448, 471] and the Commission. 18 While the most important amendment was to furnish means to avoid the obstruction of dissatisfied classes of creditors or stockholders by making a fair and equitable plan effective over dissenters, the requirement of coordinated action by Commission and court was retained.
The Senate Report, No. 1336, 74th Cong., 1st Sess., concluded: 'The amendments to section 77 leave unimpaired the power and the duty of the commission and the courts to deal with the most important feature of all reorganization plans, that of the control of the reorganized company; and similarly the commission and courts will continue to have the power and authority of making that thorough investigation which is necessary to assure sound and reliable control for bankrupt companies when they emerge from the courts, in place of the type of control under which some railroads have been wrecked.'
Under the present statute the District Court has definite responsibility in reorganization. Subsection e. After the certification from the Commission is filed, a hearing is authorized at which all interested parties may appear. Additional evidence of opponents and proponents of the plan may be received upon 'detailed and specific objections in writing to the plan and their claims for equitable treatment'. The judge shall then 'approve the plan if satisfied that: (1) It complies with the provisions of subsection (b) of this section, is fair and equitable, affords due recognition to the rights of each class of creditors and stockholders, does not discriminate unfairly in favor of any class of creditors or stockholders, and will [318 U.S. 448, 472] conform to the requirements of the law of the land regarding the participation of the various classes of creditors and stockholders'; and if satisfied as to fees, costs and allowances. If the plan is disapproved, the proceedings may be dismissed or referred back to the Commission for further consideration. On approval by the judge the plan is returned to the Commission for submission to stockholders and creditors for their approval. Submission to classes of stockholders or creditors may be omitted on a finding by the Commission, affirmed by the judge, of a lack of value in the equity of the stockholders or the claims of the creditors. On certification of the results of the submission the judge shall confirm the plan finally, if satisfied the requisite approval has been obtained or is excused for reasons stated in subsection e. The judge is not empowered to approve or confirm any plan until it has first been approved by the Commission and certified to the court. Subsection d.
The power of the court does not extend to participation in all responsibilities of the Commission. Valuation is a function limited to the Commission, without the necessity of approval by the court. The first sentence of the last paragraph of subsection e provides: 'If it shall be necessary to determine the value of any property for any purpose under this section, the Commission shall determine such value and certify the same to the court in its report on the plan.'
The function of valuation thus left to the Commission is the determination of the worth of the property valued, whether stated in dollars, in securities or otherwise. One of the primary objects of the bill was the elimination of obstructive litigation on the issue of valuation19 and the [318 U.S. 448, 473] form finally chosen approached as near to that position as seemed to the draftsmen legally possible. Judicial reexamination was not considered desirable. 20 None of the findings required of the judge under subsection e relate specifically to valuation. Congress apparently intended to leave the determination of valuation 'of any property for any purpose under this section' to the Commission. 21 The language chosen leaves to the Commission, we think, the determination of value without the necessity of a reexamination by the court, when that determination is reached with material evidence to support the conclusion and in accordance with legal standards. It leaves open the question of whether in reaching the result the Commission had applied improper statutory standards. This latter point is discussed under the heading of Method of Valuation in this opinion, 63 S.Ct. 709 infra, where this plan is reviewed and upheld in this respect.
Another restriction on court action is that the determination as to whether the plan is 'compatible with the public interest' rests, as valuation does, with the Commission. Subsection d. Without attempting to forecast the limits of the phrase as used in the setting of this statute, it is sufficient in this case to determine, as we do, that it includes the amount and character of the capitalization of [318 U.S. 448, 474] the reorganized corporation. Cf. New York Central Securities Co. v. United States, 287 U.S. 12, 24 , 53 S.Ct. 45, 48. Leaving the problems of public interest to the Commission was not a departure from precedent. The phrase had been employed long before in the grant of authority to supervise the issue of securities. Section 20a, Interstate Commerce Act.