securities exchange commission chenery argued decided february chester lane washington petitioner spencer gordon washington respondents justice frankfurter delivered opinion respondents officers directors controlling stockholders federal water service corporation hereafter called federal holding company registered public utility holding company act stat et et brought proceeding act review order made securities exchange commission september approving plan reorganization company commission order preferred stock acquired respondents period successive reorganization plans proposed management company commission permitted participate reorganization equal footing preferred stock appeals district columbia one judge dissenting set commission order aside question presented looms large administration act brought case relevant facts follows federal typical public utility holding company incorporated delaware assets consisted securities subsidiary water gas electric companies thirteen one foreign country respondents controlled federal control parent utility operators company owned outstanding shares federal class common stock representing controlling voting power company november federal registered holding company public utility holding company act management filed plan reorganization act relevant portions copied margin plan well two plans later submitted federal provided participation class stockholders equity proposed reorganized company feature plans unacceptable commission ultimately withdrawn march fourth plan filed federal plan proposing merger federal utility operators company federal water gas corporation inactive subsidiary federal contained provision participation class stock instead class stock surrendered cancellation preferred class common stock federal converted common stock new corporation commission pointed analysis proposed plan new common allocated present holders class stock substantially equity reorganized company given present preferred stockholders period november june successive reorganization plans commission respondents purchased total shares federal preferred stock total number outstanding shares federal preferred stock purchases made market brokers prices lower book value common stock new corporation preferred stock converted proposed plan feature plan approved commission respondents holdings federal preferred stock acquired per cent common stock new corporation respondents frankly admitted purpose buying preferred stock protect interests company ascertaining whether terms issuance new common stock equitable interest investors within act commission found approve proposed plan long preferred stock acquired respondents permitted share parity preferred stock commission find fraud lack disclosure concluded respondents federal managers fiduciaries hence fair dealing trade securities corporation plans reorganization commission recommended formula devised respondents preferred stock participate extent purchase prices paid plus accumulated dividends since dates purchases accordingly plan thereafter amended provide preferred stock acquired respondents unlike preferred stock held others converted stock reorganized company surrendered cost plus per cent interest commission respondents objections approved plan thus amended order review completely agree commission officers directors manage holding company process reorganization public utility holding company act occupy positions trust reject lax view fiduciary obligations insist upon scrupulous observance see wormley wormley wheat southern pacific bogert see stone public influence bar rev say man ciary begins analysis gives direction inquiry fiduciary obligations owe fiduciary respect failed discharge obligations consequences deviation duty commission find respondents managers federal acted covertly traded inside knowledge position reorganization managers enabled purchase preferred stock prices lower otherwise pay acquisition stock way prejudiced interests corporation stockholders sure new stock respondents preferred stock converted plan reorganization book may may represent market greater prices paid preferred stock equally true purchases preferred stock made investors respondents commission tells us acquired stock outside world upon better terms commission dealt specific case application general rule formulating rules conduct reorganization managers consequently vital consideration commission conceded respondents acquire stock favoring circumstances words full disclosure purchase fair price characterized transactions commission suggest result purchases preferred stock respondents unjustly enriched contrary question commission whether respondents simply reorganization managers denied benefits received preferred stockholders technical rule law must moved commission single respondents deny preferred stock right participate equally reorganization ascertain precise basis determination must look commission opinion commission stated process formulation reorganization plan management corporation occupies fiduciary position toward security holders affected subjected standards fiduciaries respect dealing property subject matter trust applying analogy restrictions imposed trustees trafficking property held trust others michoud girod commission ruled even though management hold stock corporation trust stockholders nevertheless fair dealing management owes stockholders violated control corporation purchase stock even fair price openly without fraud commission concluded full disclosure purchase fair price take case outside rule reaching result commission stated merely applying broad equitable principles enunciated cases heretofore cited namely pepper litton michoud girod magruder drury meinhard salmon opinion plainly shows commission purported acting assumed equity acted similar case since decision commission explicitly based upon applicability principles equity announced courts validity must likewise judged basis grounds upon administrative order must judged upon record discloses action based confining review judgment upon validity grounds upon commission based action disturb settled rule reviewing decision lower must affirmed result correct lower relied upon wrong ground gave wrong reason helvering gowran reason rule obvious wasteful send case back lower reinstate decision already made appellate concluded properly based another ground within power appellate formulate also familiar appellate procedure correctness lower decision depends upon determination fact jury make made appellate take place jury like considerations govern review administrative orders order valid determination policy judgment agency alone authorized make made judicial judgment made service administrative judgment purposes affirming less reversing orders appellate intrude upon domain congress exclusively entrusted administrative agency therefore rule applied commission judged solely basis adherence principles equity derived judicial decisions order plainly stand commission concedes courts impose upon officers directors corporation fiduciary duty stockholders precludes merely officers directors buying selling corporation stock cases upon commission relied establish principles law equity sufficient sustain order question pepper litton whether claims obtained controlling stockholders bankrupt corporation treated equally claims creditors evidence revealed scheme defraud creditors reminiscent evils eliz designed cope page page another case relied upon woods city bank held bankruptcy exercise plenary power review fees expenses connection reorganization proceeding chapter chandler act stat et deny compensation protective committees representing conflicting interests michoud girod magruder drury dealt specific obligations express trustees persons control corporate enterprise toward stockholders determination equitable calls application ethical standards particular sets facts standards static evolving standards fairness equity commission bound settled judicial precedents congress certainly mean preclude formulation commission standards expressing sensitive regard right wrong prevalent time public utility holding company act became law commission case proffer new standards reflecting experience gained effectuating legislative policy contrary explicitly disavowed purpose going beyond courts theretofore recognized since commission professed decide case according settled judicial doctrines action must judged standards commission invoked judged standards enforced equity must conclude commission error deeming action controlled established judicial principles commission urges order nevertheless sustained effect trading management measured fairness individual transactions buyer seller relation timing dynamics reorganization management initiates largely controls argument lays stress upon position enjoyed management type reorganization proceeding vesting statutory powers available representative security holders contends considerations warrant stern rule applied case since commission dealt extensively corporate reorganizations act statutes entrusted addition exhaustively studied protective reorganization committees situation therefore within commission special administrative competence determining whether approve plan reorganization proposed federal management commission inquire act whether proposal public interest interest investors consumers whether equitable provisions meant confer upon commission broad powers protection public plainly appears reports congressional committees charge legislation provisions give adequate protection investors consumers accord underlying purpose legislation give investors consumers full protection deleterious practices characterized certain finance past similarly authority given commission intended responsive demands particular situations commission faced subsections commission approval reorganization plans supervision conditions plans prepared make impossible group favored insiders continue domination inarticulate helpless minorities even often case majorities view legislative history reflecting range public interests committed care commission requires officers directors holding company registered act file statements security holdings company provides profits made dealing securities within period less six months shall inure benefit company regarded limitation upon power commission deal situations officers directors failed measure standards conduct imposed upon act act vests officers directors holding company registered act broad powers representatives stockholders besides commission management initiate proceeding commission simplify corporate structure effect fair equitable distribution voting power among security holders management amend plan may time management withdraw plan may even commission approved plan carried without consent management notwithstanding therefore commission take appropriate action correction reorganization abuses found public interest interest investors consumers entitled take account subtle factors marketing utility company securities gave rise grave evils public utility holding act designed correct see concurring opinion judge learned hand morgan stanley securities exchange commission difficulty remains considerations urged support commission order upon action based commission rely upon special administrative competence formulated judgment upon requirements interest interest investors consumers situation preoccupation special problems utility reorganizations commission accumulates experience insight denied others commission acting upon experience peculiar competence promulgated general rule order particular application problem consideration different whether extent directors officers prohibited buying selling stock corporation reorganization presents problems policy judgment congress body delegated power deal matter abuse corporate position influence access information may raise questions subtle law deal effectively prohibitions concerned fairness particular transaction transactions otherwise legal outlawed denied usual business consequences must fall ban standards conduct prescribed agency government authorized prescribe courts congress agency congress delegated authority congress proscribe respondents purchases preferred stock federal established judicial doctrines condemn transactions commission acting powers delegated promulgated new general standards conduct purported merely applying existing rule equity commission determination stand therefore found specific transactions scrutiny showed misuse respondents position reorganization managers managers took advantage corporation stockholders investing public record utterly barren showing indeed claim respondents explicitly disavowed commission view conditions imposed commission approving plan clear respondents charged violation positive command law rather moral wrong wrong stockholders purchased preferred stock less book value new already said may may real value commission regard stockholders beneficiaries respondents hence entitled restitution commission undo purchases deemed made respondents violation fiduciary obligations instead commission confirmed purchases ordered stock surrendered corporation judged therefore determination based upon rules equity commission order upheld action must measured mission might done us determine independently public interest interest investors consumers equitable within meaning public utility holding company act commission action upheld merely findings might made considerations disclosed justify order appropriate safeguard interests protected act must responsible finding compare chicago finding congress seen fit subject judicial review orders securities exchange commission one us scope review narrowly circumscribed beside point courts exercise duty review unless advised considerations underlying action review action rests upon administrative exercise judgment area congress entrusted course must set aside reviewing might made different determination empowered action based upon determination law reviewing authority courts come play order may stand agency misconceived law either event orderly functioning process review requires grounds upon administrative agency acted clearly disclosed adequately sustained administrative process best vindicated clarity exercise phelps dodge national labor relations board said case equally applicable intend enter province belongs board ask board give clear indication exercised discretion congress empowered affirm emphatically authority board ibid compare carolina carriers finding commission order sustained imposing trammels powers enforcing formal requirements suggesting commission must justify exercise administrative discretion particular manner artistic refinement sticking bark words merely hold administrative order upheld unless grounds upon agency acted exercising powers upon action sustained cause therefore remanded appeals directions remand commission proceedings inconsistent opinion may appropriate ordered remanded justice douglas took part consideration decision case justice black justice reed justice murphy concur dissenting reasons set opinion dissenting opinion agree respondents officers directors corporations seeking reorganization acted fiduciary capacity formulating managing plans submitted commission fiduciaries held scrupulous observance trust agree congress conferred commission powers protection public investors consumers commission invested congress authority determine whether proposed reorganization merger equitable whether public interest interest investors consumers conclusions disagree holds securities exchange commission abundant power meet situation presented activities respondents done conclusion apparently based premise commission relied upon common law rather standards reflecting experience gained effectuating legislative policy common law support conclusion commission promulgated general rule order particular application instead made merely ad hoc judgment commission made finding practices prejudice anyone commission actual finding plan reorganization herein considered like previous plans filed us past several years formulated management federal discussions concerning reorganization corporation taken place management staff commission past several years chenery purchased shares preferred stock period officers directors concerns involved acquired shares period stock respondent fiduciaries paid submitted latest reorganization plan purchased stock book value reorganization company light facts commission concluded new plan inequitable detrimental long preferred stock purchased management low prices permitted share parity preferred stock commission declined give proposed plan entered findings controlling act resting refusal approve statement find provisions participation preferred stock hold management result terms issuance new securities detrimental interests investors plan unfair inequitable grounds upon commission made findings seem clear enough accepting fiduciary relationship respondents managing commission proceedings follows peculiar information stock values proposed plan afforded opportunities stock purchase profits stockholders fiduciaries bought preferred stock offered reorganization plan give stock book value four times price paid commission done say reward shall reaped fiduciaries time permitted recover full purchase price interest permit reorganization plan put position old stockholders gives fiduciaries unconscionable profit trading inside information see nothing improper commission findings determinations contrary rule evolved appears salutary one adequately supported cogent reasons thoroughly consistent high standards conduct required fiduciaries commission saw fit draw support administrative conclusion decisions courts detract validity findings entrusted commission responsibility lifting standard transactions market place order managers financial ventures may impose upon general investing lic seems wholly appropriate commission recognized influence admonitory language like following approvingly quoted meinhard salmon trustee held something stricter morals market place honesty alone punctilio honor sensitive standard behavior developed tradition unbending inveterate thus level conduct fiduciaries kept level higher trodden crowd decisions cited commission seem show soundness conclusion reached judges entitled sense gratification common law able make substantial contribution development administrative law field see pepper litton michoud girod magruder drury course commission limited common law principles protecting investors public even limited magruder case opinion provide complete support position taken commission intention provide possible selfish interest exercising influence interfere faithful discharge duty owing fiduciary capacity makes difference estate loser transaction commission services reasonably worth pages page distinction seen cases instant problem comes little fact situations similar identical consider cases commission relied give full support conclusion reached suppose commission rule fully based commission experience commission disavow reliance members learned years experience course trade experts made findings respondent practice interests investors light knowledge unduly parade fact data across pages reports commendable saving effort since meant merely announce jurisdiction obvious rule honest dealing closely related common law standards course commission change form decision comply order require commission use words seems difficult imagine words different words illuminate purpose determination judicial requirement circumstantially detailed findings price approval bog administrative power quagmire minutiae hypercritical exactions findings provide handy almost invisible glideway enabling courts pass narrow confines law spacious domain policy corporation labor board supra page page instance apparently holds commission full power exactly sends matter back commission revise language opinion order suppose may reappraise reasons moved commission determine conduct fiduciaries detrimental public investors act commission proceeded purport vest us authority make reappraisal commission chosen proceed case case rather general pronouncement appear merit criticism intimation commission act general formulae rigidly adhered first place rule single case obviously general advertisement trade second place briefs us indicate one number cases commission moving identical result broad front aside considerations act gives commission wide powers evolve policy standards may well done case case federal trade commission act federal trade commission keppel whole point commission finding lost criticized failure show injury particular shareholders commission holding decide case case whether management trading fact operated detriment persons represents evil practice great commission desires attach conclusive presumption impropriety rule commission adopted appropriate protection investors insiders one chief reasons led adoption law commission selected administer purpose greatly retarded overmeticulous exactions exactions require detailed narration underlying reasons prompt commission require high standards honesty fairness favor approving rule applied footnotes registered holding company subsidiary company thereof may file declaration commission regarding acts enumerated subsection section section chapter form commission may rules regulations prescribe necessary appropriate public interest protection investors consumers declaration shall information documents required filed order register security section securities act amended section chapter commission may rules regulations order prescribe necessary appropriate public interest protection investors consumers additional information form detail documents regarding declarant associate company thereof particular security compliance state laws may apply act question commission may rules regulations order prescribe necessary appropriate public interest protection investors consumers requirements subsections satisfied commission shall permit declaration regarding issue sale security become effective unless commission finds terms conditions issue sale security detrimental public interest interest investors consumers requirements subsection satisfied commission shall permit declaration become effective regarding exercise privilege right alter priorities preferences voting power rights holders outstanding security unless commission finds exercise privilege right result unfair inequitable distribution voting power among holders securities declarant otherwise detrimental public interest interest investors consumers order permitting declaration become effective may contain terms conditions commission finds necessary assure compliance conditions specified section shall duty commission examine corporate structure every registered holding company subsidiary company thereof relationships among companies system every company character interests thereof properties owned controlled thereby determine extent corporate structure company system companies therein may simplified unnecessary complexities therein eliminated voting power fairly equitably distributed among holders securities thereof properties business thereof confined necessary appropriate operations integrated system accordance rules regulations order commission may deem necessary appropriate public interest protection investors consumers registered holding company subsidiary company registered holding company may time january submit plan commission divestment control securities assets action company subsidiary company thereof purpose enabling company subsidiary company thereof comply provisions subsection notice opportunity hearing commission shall find plan submitted modified necessary effectuate provisions subsection fair equitable persons affected plan commission shall make order approving plan commission request company may apply accordance provisions subsection section section chapter enforce carry terms provisions plan upon application notice opportunity hearing shall approve plan fair equitable appropriate effectuate provisions section section equity may extent deems necessary purpose carrying terms provisions plan take exclusive jurisdiction possession company companies assets thereof wherever located shall jurisdiction appoint trustee may constitute appoint commission sole trustee hold administer direction accordance plan theretofore approved commission assets possessed see dodd baker cases business associations morawetz private corporations ed pp vicious practices unearthed hearings subcommittee flagrant betrayal fiduciary duties directors officers corporations used positions trust confidential information came positions aid market activities closely allied type abuse unscrupulous employment inside information large stockholders directors officers exercised sufficient control destinies companies enable acquire profit information available others report senate committee banking currency stock exchange practices report sess