Citations Affected: IC 8-1-2-83.
Synopsis: IURC jurisdiction over mergers. Provides that the
following transactions require approval by the Indiana utility regulatory
commission (IURC) after a hearing: (1) The reorganization of a public
utility. (2) A transaction in which a public utility acquires control of
another public utility, an out-of-state utility company, or a holding
company. (3) A transaction in which a person acquires control of a
public utility or the holding company of a public utility. (4) A
transaction in which a holding company that controls at least one public
utility acquires control of an out-of-state utility company.
Effective: July 1, 2000.
January 10, 2000, read first time and referred to Committee on Commerce and Consumer
A BILL FOR AN ACT to amend the Indiana Code concerning
utilities and transportation.
IS AMENDED TO READ AS FOLLOWS
[EFFECTIVE JULY 1, 2000]: Sec. 83. (a)
No As used in this section,
"control" means the power to direct the management and policies
of a public utility, utility company, or holding company through:
(1) the ownership of voting securities or stock;
(2) the terms of a contract; or
(3) other means.
The term does not include power from holding an official position or corporate office with the public utility, utility company, or holding company.
(b) For the purposes of this section, control (as defined in subsection (a)) is presumed to exist if a person, directly or indirectly:
(3) has the power to vote; or
(4) has the power to vote proxies that constitute;
at least 20% of the total voting power of the public utility, utility company, or holding company.
(c) As used in this section, unless otherwise indicated, "holding company" means a company that has control over one (1) or more:
(1) public utilities; or
(2) utility companies.
(d) As used in this section, "person" means an individual, a firm, a corporation, a company, a partnership, a limited liability company, an association, a trustee, a lessee, or a receiver.
(e) As used in this section, "reorganization" means a transaction that, regardless of the means by which it is accomplished, results in:
(1) a change in the ownership of a majority of the voting capital stock of a public utility;
(2) a change in the ownership or control of an entity that owns or controls a majority of the voting capital stock of a public utility;
(3) the merger of two (2) public utilities; or
(4) the acquisition by one (1) public utility of substantially all assets of another public utility.
(f) As used in this section, "utility company" has the same meaning as the definition of public utility in section 1 of this chapter, except that a utility company owns, operates, manages, or controls a plant or equipment located outside Indiana.
(g) A public utility, as defined in section 1 of this chapter,
not do any of the following without receiving the approval of the
commission after a hearing:
(1) Sell, assign, transfer, lease, or encumber its stock, franchise, works, or system to any other person, partnership, limited liability company, or corporation.
(2) Contract for the operation of any part of its works or system by any other person, partnership, limited liability company, or corporation.
without the approval of the commission after hearing.
And no such
(3) Contract for or effect a reorganization of the public utility.
(4) Acquire control, directly or indirectly, of a public utility, utility company, or holding company.
(h) A person may not acquire control, directly or indirectly, of a public utility or the holding company of a public utility without receiving the approval of the commission after a hearing.
(i) A holding company that controls at least one (1) public utility may not acquire control of a utility company without receiving the
approval of the commission after a hearing.
(j) A public utility, except temporarily or in case of emergency and for a period of not exceeding thirty (30) days,
shall may not make any
special contract at rates other than those prescribed in its schedule of
rates theretofore filed with the commission, and in force, with any other
utility for rendering any service to or procuring any service from such
other utility; without the approval of the commission. It shall be lawful,
however, for any utility to make a contract for service to or from
another utility at rates previously filed with and approved by the
commission and in force.
(b) (k) The approval of the commission of the sale, assignment,
transfer, lease, or encumbrance of a franchise or any part thereof under
this section shall not revive or validate any lapsed or invalid franchise,
or enlarge or add to the powers and privileges contained in the grant of
any franchise or waive any forfeiture. No such public utility shall
directly or indirectly purchase, acquire, or become the owner of any of
the property, stock, or bonds of any other public utility authorized to
engage or engaged in the same or a similar business, or operating or
purporting to operate under a franchise from the same or any other
municipality or under an indeterminate permit unless authorized so to
do by the commission.
(c) (l) Nothing contained in this section shall prevent the holding of
stock lawfully acquired before May 1, 1913, or prohibit, upon the
surrender or exchange of said stock pursuant to a reorganization plan,
the purchase, acquisition, taking, or holding by the owner of a
proportionate amount of the stock of any new corporation organized to
take over at foreclosure or other sale, the property of the corporation
whose stock has been thus surrendered or exchanged.
(d) (m) Every contract by any public utility for the purchase,
acquisition, assignment, or transfer to it of any of the stock of any other
public utility by or through any person, partnership, limited liability
company, or corporation without the approval of the commission shall
be void and of no effect, and no such transfer or assignment of such
stock upon the books of the corporation pursuant to any such contract
shall be effective for any purpose.