Bill Text: CT SB00416 | 2012 | General Assembly | Comm Sub
Bill Title: An Act Concerning Mergers And Acquisitions Of The Holding Companies Of Certain Public Utility Companies.
Spectrum: Committee Bill
Status: (Introduced - Dead) 2012-04-16 - File Number 428 [SB00416 Detail]
Download: Connecticut-2012-SB00416-Comm_Sub.html
General Assembly |
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February Session, 2012 |
*_____SB00416ET____032812____* |
AN ACT CONCERNING MERGERS AND ACQUISITIONS OF THE HOLDING COMPANIES OF CERTAIN PUBLIC UTILITY COMPANIES.
Be it enacted by the Senate and House of Representatives in General Assembly convened:
Section 1. Section 16-47 of the general statutes is repealed and the following is substituted in lieu thereof (Effective from passage):
(a) As used in this section and section 16-47a, (1) "holding company" means any corporation, association, partnership, trust or similar organization, or person which, either alone or in conjunction and pursuant to an arrangement or understanding with one or more other corporations, associations, partnerships, trusts or similar organizations, or persons, directly or indirectly, controls a gas, electric, electric distribution, water, telephone or community antenna television company, and (2) "control" means the possession of the power to direct or cause the direction of the management and policies of a gas, electric, electric distribution, water, telephone or community antenna television company or a holding company, whether through the ownership of its voting securities, the ability to effect a change in the composition of its board of directors or otherwise, provided, control shall not be deemed to arise solely from a revocable proxy or consent given to a person in response to a public proxy or consent solicitation made pursuant to and in accordance with the applicable rules and regulations of the Securities Exchange Act of 1934 unless a participant in said solicitation has announced an intention to effect a merger or consolidation with, reorganization, or other business combination or extraordinary transaction involving the gas, electric, electric distribution, water, telephone or community antenna television company or the holding company. Control shall be presumed to exist if a person directly or indirectly owns ten per cent or more of the voting securities of a gas, electric, electric distribution, water, telephone or community antenna television company or a holding company, provided the authority may determine, after conducting a hearing, that said presumption of control has been rebutted by a showing that such ownership does not in fact confer control.
(b) No gas, electric, electric distribution, water, telephone or community antenna television company, or holding company, or any official, board or commission purporting to act under any governmental authority other than that of this state or of its divisions, municipal corporations or courts, shall interfere or attempt to interfere with or, directly or indirectly, exercise or attempt to exercise authority or control over any gas, electric, electric distribution, water, telephone or community antenna television company engaged in the business of supplying service within this state, or with or over any holding company doing the principal part of its business within this state, without first making written application to and obtaining the approval of the Public Utilities Regulatory Authority, except as the United States may properly regulate actual transactions in interstate commerce.
(c) No corporation, association, partnership, trust or similar organization, or person shall, without first making written application to and obtaining the approval of the authority (1) take any action that causes it to become a holding company with control over a gas, electric, electric distribution, water, telephone or community antenna television company engaged in the business of supplying service within this state, [or] (2) acquire, directly or indirectly, control over such a holding company, [or] (3) enter into a merger or acquisition that would cause its shareholders to own at least ten per cent of the shares of such a holding company, provided the authority determines that such merger or acquisition would have a positive or negative measurable impact on ratepayers within this state, or (4) take any action that would if successful cause it to become or to acquire control over such a holding company. [, without first making written application to and obtaining the approval of the authority.] Any such corporation, association, partnership, trust or similar organization, or person applying to the authority for such approval shall pay the reasonable expenses incurred by the authority in carrying out its duties under this subsection, and accordingly, shall deposit with the authority a bond, executed by a surety company authorized to do business in this state, in the amount of fifty thousand dollars, conditioned to indemnify the authority for such expenses.
(d) The Public Utilities Regulatory Authority shall investigate and hold a public hearing on the question of granting its approval with respect to any application made under subsection (b) or (c) of this section. [and thereafter may approve or disapprove any such application in whole or in part and upon such terms and conditions as it deems necessary or appropriate.] In connection with its investigation, the authority may request the views of the gas, electric, electric distribution, water, telephone or community antenna television company or holding company which is the subject of the application with respect to the proposed acquisition or merger. After the filing of an application satisfying the requirements of such regulations as the authority may adopt in accordance with the provisions of chapter 54, but not later than thirty business days after the filing of such application, the authority shall give prompt notice of the public hearing to the person required to file the application and to the subject company or holding company. Such hearing shall be commenced as promptly as practicable after the filing of the application, but not later than thirty business days after the filing, and the authority shall make its determination as soon as practicable, but not later than one hundred twenty days after the filing of the application unless the person required to file the application agrees to an extension of time. The authority may, in its discretion, grant the subject company or holding company the opportunity to participate in the hearing by presenting evidence and oral and written argument. If the authority fails to give notice of its determination to hold a hearing, commence the hearing, or render its determination after the hearing within the time limits specified in this subdivision, the proposed acquisition or merger shall be deemed approved. In each proceeding on a written application submitted under said subsection (b) or (c), the authority shall, in a manner which treats all parties to the proceeding on an equal basis, take into consideration (1) the financial, technological and managerial suitability and responsibility of the applicant, (2) the ability of the gas, electric, electric distribution, water, telephone or community antenna television company or holding company which is the subject of the application to provide safe, adequate and reliable service to the public through the company's plant, equipment and manner of operation if the application were to be approved, and (3) for an application concerning a telephone company, the effect of approval on the location and accessibility of management and operations and on the proportion and number of state resident employees. The authority may approve or disapprove any application made under subsection (b) or (c) of this section in whole or in part and upon such terms and conditions as it deems necessary or appropriate, provided the authority shall not approve any such application unless the applicant sufficiently demonstrates to the authority that approval of such application will not (A) negatively impact employment in the state over the next five years, (B) lead to any rate increase for any customer or ratepayer of any gas, electric, electric distribution, water, telephone or community antenna television company or holding company which is the subject of the application over the next five years, (C) lead to a decrease in accountability or diminished customer service by such company to any such customer or ratepayer, (D) negatively impact such company's ability to ensure the reliability of its service, or (E) negatively impact such company's ability to prevent, minimize or restore any long-term service outage or disruption caused by any emergency. The authority shall not approve any such application to enter into any merger or acquisition made pursuant to subsection (c) of this section before the authority determines that approval of such application will provide a benefit to Connecticut ratepayers at least as great as any benefit conferred on the ratepayers of any other state by any regulatory approval or agreement concerning such merger or acquisition.
(e) During any proceeding under subsection (b) or (c) of this section, the authority may order any party to such proceeding and the officers, directors, employees and agents of such party to refrain for a specific time period from communicating, directly or indirectly, with the record and beneficial owners of securities of the gas, electric, electric distribution, water, telephone or community antenna television company or holding company which is the subject of such proceedings, in regard to the matters submitted to the authority for its approval under said subsection (b) or (c). If the authority issues such an order, it shall also order all other parties to the proceeding and the officers, directors, employees and agents of such parties to refrain for the same time period from communicating, directly or indirectly, with such record and beneficial owners of such securities, in regard to such matters. No order issued pursuant to this subsection shall prohibit any party from complying with disclosure and reporting obligations under any other provision of the general statutes or under federal law.
(f) Each holding company shall, not later than three months after the close of its fiscal year, annually, file with the authority a copy of its annual report to stockholders for such fiscal year. If the holding company does not print such an annual report, it shall file instead, not later than the same date, a comprehensive audit and report of its accounts and operations prepared by an independent public accounting firm approved by the authority. The provisions of this subsection shall not apply to any holding company in the form of a person.
(g) Any action contrary to the provisions of subsections (b) or (c) of this section shall be voidable on order of the authority.
(h) Whenever any corporation, association, partnership, trust or similar organization, or person takes or engages in any action which may or would violate subsection (b) or (c) of this section or any order adopted pursuant to said subsection (b) or (c), the Superior Court, upon application of the authority or any holding company or gas, electric, electric distribution, water, telephone or community antenna television company affected by such action, may enjoin any such corporation, association, partnership, trust or similar organization, or person from continuing or doing any act in violation of said subsection (b) or (c) or may otherwise enforce compliance with said subsection (b) or (c), including but not limited to, the reinstatement of authority or control over the holding company or gas, electric, electric distribution, water, telephone or community antenna television company or holding company to those persons who exercised authority or control over such company before such action.
(i) The provisions of this section shall not be construed to require any person to make written application to or obtain the approval of the authority with respect to any telephone company or holding company of a telephone company over which such person exercises authority or control or operates as a holding company on June 30, 1987.
(j) Not later than one year after the authority approves any application made under subsection (b) or (c) of this section, and annually thereafter for five years, the applicant of such application shall report to the authority on matters concerning the impact of the approval of such application on the operations of any gas, electric, electric distribution, water, telephone or community antenna television company or holding company which was the subject of the application including, but not limited to, the employment statistics of such company, service rates for any customer or ratepayer of such company and issues concerning customer service, the ability of such company to ensure the reliability of its service and the ability of such company to prevent, minimize or restore any long-term service outage or disruption caused by any emergency.
This act shall take effect as follows and shall amend the following sections: | ||
Section 1 |
from passage |
16-47 |
ET |
Joint Favorable Subst. |