H. B. 2801
(By Delegates Dempsey and Hubbard)
[Introduced February 17, 1999; referred to the
Committee on the Judiciary then Finance.]
A BILL to amend and reenact section twelve, article two, chapter
twenty-four of the code of West Virginia, one thousand nine
hundred thirty-one, as amended, relating to the requirement
of consent from the public service commission in the sale of
certain properties.
Be it enacted by the Legislature of West Virginia:
That section twelve, article two, chapter twenty-four of the
code of West Virginia, one thousand nine hundred thirty-one, as
amended, be amended and reenacted to read as follows:
ARTICLE 2. POWERS AND DUTIES OF PUBLIC SERVICE COMMISSION.
§24-2-12. What acts may not be done without consent of
commission; consent in advance of exemption of transactions;
when sale, etc., of franchises, mergers, etc., void.
Unless the consent and approval of the public service commission of West Virginia is first obtained: (a) No public
utility subject to the provisions of this chapter, except
railroads other than street railroads, may enter into any
contract with any other utility to operate any line or plant of
any other utility subject thereto, nor which will enable such
the public utility to operate their lines or plants in connection
with each other, but this shall not be construed to prevent
physical connections between utilities supplying the same service
or commodity, for temporary purposes only, upon condition,
however, that prompt notice thereof be given to the commission
for such action, if any, as it may deem consider necessary, and
thereafter the commission may require such connection to be
removed or discontinued; (b) no public utility subject to the
provisions of this chapter, except railroads other than street
railroads, may purchase, lease or in any other manner acquire
control, direct or indirect, over the franchises, licenses,
permits, plants, equipment, business or other property of any
other utility; (c) no public utility subject to the provisions of
this chapter, nor any parent, subsidiary or affiliate company,
except railroads other than street railroads, may assign,
transfer, lease, sell or otherwise dispose of its franchises,
licenses, permits, plants, equipment, business or other property
or any part thereof; but this shall not be construed to prevent the sale, lease, assignment or transfer by any public utility of
any tangible personal property which is not necessary or useful,
nor will become necessary or useful in the future, in the
performance of its duties to the public; (d) no public utility
subject to the provisions of this chapter, except railroads other
than street railroads, may, by any means, direct or indirect,
merge or consolidate its franchises, licenses, permits, plants,
equipment, business or other property with that of any other
public utility; (e) no public utility subject to the provisions
of this chapter, except railroads other than street railroads,
may purchase, acquire, take or receive any stock, stock
certificates, bonds, notes or other evidence of indebtedness of
any other public utility; (f) no public utility subject to the
provisions of this chapter, except railroads other than street
railroads, may, by any means, direct or indirect, enter into any
contract or arrangement for management, construction,
engineering, supply or financial services or for the furnishing
of any other service, property or thing, with any affiliated
corporation, person or interest; (g) no person or corporation,
whether or not organized under the laws of this state, may
acquire either directly or indirectly a majority of the common
stock of any public utility organized and doing business in this
state.
The commission may grant its consent in advance or exempt
from the requirements of this section all assignments, transfers,
leases, sales or other disposition of the whole or any part of
the franchises, licenses, permits, plants, equipment, business or
other property of any public utility or any parent, subsidiary or
affiliate company, or any merger or consolidation thereof and
every contract, purchase of stocks, arrangement, transfer or
acquisition of control, or other transaction referred to in this
section, upon proper showing that the terms and conditions
thereof are reasonable and that neither party thereto is given an
undue advantage over the other, and do not adversely affect the
public in this state. The commission shall consider all
significant impacts of a proposed assignment, transfer, lease,
sale or other disposition on the public interest, including, but
not limited to, impacts on the utility's rates, environmental
impacts and impacts on the economy of the state and region.
The commission shall prescribe such rules and regulations
as, in its opinion, are necessary for the reasonable enforcement
and administration of this section, including the procedure to be
followed, the notice to be given of any hearing hereunder, if it
deems determines a hearing necessary, and after such the hearing
or in case no hearing is required, the commission shall, if the
public will be convenienced thereby, enter such an order as it may deem proper and as the circumstances may require, attaching
thereto such conditions as it may deem determine proper, consent
to the entering into or doing of the things herein provided,
without approving the terms and conditions thereof, and thereupon
it shall be lawful to do the things provided for in such the
order.
Every assignment, transfer, lease, sale or other disposition
of the whole or any part of the franchises, licenses, permits,
plant, equipment, business or other property of any public
utility, or any merger or consolidation thereof and every
contract, purchase of stock, arrangement, transfer or acquisition
of control or other transaction referred to in this section made
otherwise than as hereinbefore provided shall be void to the
extent that the interests of the public in this state are
adversely affected, but this shall not be construed to relieve
any utility from any duty required by this section.
NOTE: The purpose of this bill is to assure that all assets
of a public service company be reviewed by the commission prior
to any form of transfer or disposal, regardless of the record
title of the asset, and directs the commission to consider
significant impacts on the public interest of a proposed lease,
sale or other disposition of assets.
Strike-throughs indicate language that would be stricken
from the present law, and underscoring indicates new language
that would be added.