This сase presents two questions: whether a United States bankruptcy trustee has standing under 11 U.S.C. § 307 to appeal a decision of the bankruptcy court refusing to appoint an examiner undеr 11 U.S.C. § 1104(b)(2), and whether § 1104(b)(2) in fact requires that an examiner be appointed. Because we conclude that the U.S. trustee has appellate standing, we reverse the decision of the district court. Because we conclude that § 1104(b)(2) does require the appointment of an examiner, we reverse the decision of the bankruptcy court.
I
In 1986, Reveo D.S., Inc., owner of а nationwide chain of drug stores, formed a holding company which acquired all outstanding shares of Revco’s common stock in a leveraged buyout. Two years later the reorganized company declared bankruptcy. The U.S. trustee for Ohio and Michigan, appellant here, appointed committees to represent the creditors’ interests. See 11 U.S.C. § 1102 (Supp.1989).
Less than two mоnths later, the U.S. trustee moved under 11 U.S.C. § 1104(b)(2) that the bankruptcy court appoint an examiner to review the debtors’ leveraged buyout, which motion the debtors and creditors unanimously opposed. A group of creditors, however, made their own motion that the court allow a private accounting firm to investigate the buyout on their behalf. The court denied both motions as premature and unnecessary, specifically rejecting the U.S. trustee’s contention that § 1104(b)(2) compelled it to appoint an examiner at the trustee’s request. 1
The trustee apрealed to the district court, which dismissed the case, holding that the trustee lacked standing to appeal because the bankruptcy court’s decision had not affected his pecuniary interest.
II
The district court ruled that the U.S. trustee lacked appellate standing because the bankruptcy court’s order had not affected his pecuniary interests. We believe this incompletely states the rule of appellate standing in bankruptcy. The peсuniary interest test was a judicial construction of § 39(c) of the original bankruptcy code adopted in 1898, which limited appellate standing to “persons aggrieved” by a court’s actiоns. 11 U.S.C. § 67(c) (1976) (repealed 1978). That section of the Code has been repealed, but courts continue to limit appellate standing to persons aggrieved, by which they mean persons with a financial stake in the bankruptcy court’s order.
See, e.g., In re El San Juan Hotel,
However useful the pecuniary interest test may be to restrict unnecessary meddling and pointless delay, it is not the only test. The Supreme Cоurt has held that a
public
interest may also give a sufficient stake in the outcome of a bankruptcy case to confer appellate standing.
See SEC v. U.S. Realty & Imp. Co.,
*500 The office of U.S. trustee was established in 1978 to aid in the administration of bankruptcy cases, a task which the courts had previously performed. Congress concluded that the system did not work well and created the appearance of bias. See H.Rep. No. 595, 95th Cong. 88-99, 2d Sess. 404, reprinted in 1978 U.S. Code Cong. & Admin.News 5787, 5963, 6049-60. Congress specified that the U.S. trustees werе to be independent of direct court supervision, as “executives of the bankruptcy network”; it likened the U.S. trustee’s relation to that of a prosecutor. Id.
The district court described the U.S. trustee as a watchdog rather than an advocate, cf. H.Rep. 764, 99th Cong., 2d Sess. 27, reprinted in 1986 U.S.Code Cong. & Admin.News 5227, 5240, which the court believed deprived the trustee of an interest in the proceedings. But a good watchdog guards the intеrests of those for whom it watches; the roles are not incompatible. As Congress has stated, the U.S. trustees are responsible for “protecting the public interest and ensuring that bankruptcy cases are conducted according to law.” H.Rep. 595 at 109, reprinted in 1978 U.S. Code Cong. & Admin.News at 6070. That is the interest the U.S. trustee has pursued in this case, and that interest gives him standing to appeal.
We find further proоf in the structure of the bankruptcy code that Congress intended the U.S. trustee to have appellate standing. Section 307 states that the U.S. trustee “may raise and may appear and be heard” on any issue. See 11 U.S.C. § 307 (Supp.1989). Other sections of the Code give the same right to other government agencies. See 11 U.S.C. § 1109(a) (1979) (Securities & Exchange Commission); 11 U.S.C. § 1164 (1979) (Interstate Commerce Commission and Department of Trаnsportation). But those provisions also explicitly withdraw the agencies’ right to appeal. See also H.Rep. No. 595, 95th Cong., 2d Sess. 404, reprinted in 1978 U.S.Code Cong. & Admin.News 5963, 6360 (legislative history). No such limitation, either in the words of the statute or in the legislative history, is рlaced on the right of the U.S. trustee to appeal. Construing these sections of the Code in pari materia, with reference to one another, we find that the use of limiting language in §§ 1109(a) and 1164 which was omitted from § 307 strongly suggests that Congress did not intend to limit the U.S. trustee’s appellate standing.
Ill
Having decided the question of standing, we also decide the merits of the trustee’s claim that § 1104(b)(2) requires the appointment of an examiner. Because this is a question of law, because the record is fully developed, and because further delay would impede the intended role of the examinеr, we see no reason to remand this issue to the district court.
See Singleton v. Wulff,
The requirement that an examiner be appointed is a question of statutory interpretation, the resolution of which begins with thе words of the statute. We give those words their “ordinary, contemporary, common meaning.”
Perrin v. United States,
[A]t any time before the confirmation of a plan, on request of a party in interest or the Unitеd States trustee, and after notice and a hearing, the court shall order the appointment of an examiner to conduct an investigation of the debtor as is appropriate, including an investigation of any allegations of fraud, dishonesty, incompetence, misconduct, mismanagement, or irregularity ... if—
(1) such appointment is in the interests of creditors ...; or
(2) the debtor’s fixеd, liquidated, unsecured debts ... exceed $5,000,000.
11 U.S.C. § 1104(b) (1979 & Supp.1989) (emphasis added).
The provision plainly means that the bankruptcy court “shall” order the appointment of an examiner when the total fixed, liquidated, unsecured dеbt exceeds $5 mil *501 lion, if the U.S. trustee requests one. 2 Black’s defines “shall” as follows: “As used in statutes, contracts, or the like, this word is generally imperative or mandatory. In common and ordinary parlance ... the term ‘shall’ is a word of command, and one which ... must be given a compulsory meaning; as denoting obligation.” Black’s Law Dictionary 1233 (5th ed. 1979).
The debtors cite several eases which suggest that the word “shall” in a statute is not always a word of command.
See, e.g., In re General Oil Distribs., Inc.,
Section 1104(b)(1), which governs the appointment of an examiner when the total unsecured debt is less than $5 million, follows the language of § 1104(a); in both cases the appointment is left to the bankruptcy court’s discretion. The contrast with § 1104(b)(2) could not be more striking. When the total “fixed, liquidated, unsecurеd” debt is greater than $5 million, the statute requires the court to appoint an examiner.
See also
5 Collier on Bankruptcy § 1104.03[a][4] (15th ed. 1988). Unless § 1104(b)(2) requires the appointment of an examiner in such a casе, it becomes indistinguishable from § 1104(b)(1). Again construing the statute
in pari materia,
as we must,
see Oates v. Oates,
The debtors claim that such a construction of the statute invites abuse, and that the trustee or any other party in interest could needlessly prolong a case with last-minute demands for an examiner. That is not the case before us, of course, and we do not decide it except to note that the bankruptcy court retains broad discretion to direct the examiner’s investigation, including its nature, extent, and duration. Section 1104(b) plainly states thаt the court shall appoint an examiner “to conduct such an investigation of the debtor as is appropriate.” Furthermore, the U.S. trustee may be removed by the Attorney Generаl if he abuses his office. See 28 U.S.C. § 581(c) (Supp.1989).
Therefore, we REVERSE the decision of the district court and the decision of the bankruptcy court and REMAND with instructions to order the appointment of an examiner under 11 U.S.C. § 1104(b)(2).
Notes
. The court approved the creditors’ request to appoint a private accounting firm to investigate the leveraged buyout when they renewed their motion several months lаter.
. The parties stipulated that such debts exceed $5 million.
. We note parenthetically that our resolution of this second question also decides the first. If the U.S. trustee has a right to demand the appointment of an examiner, it follows that hе should also have standing to appeal if the bankruptcy court refuses to comply. Without appellate standing, the right to have an examiner appointed would be a hollow one.