§ 107. Acquisition of control of one utility company by another; supervision

(a) No company shall directly or indirectly acquire a controlling interest in any company subject to the jurisdiction of the Public Utility Commission, or in any company that directly or indirectly has a controlling interest in such a company, without the approval of the Public Utility Commission. Nothing in this section shall be deemed to affect the direct or indirect acquisition of a controlling interest in a company as defined in subdivision 501(3) of this title. The direct acquisition of the voting securities of a company defined in subdivision 501(3) shall continue to be regulated pursuant to section 515 of this title.

(b) Any company seeking to acquire such a controlling interest shall file a petition with the Public Utility Commission that describes the acquisition and sets forth the reasons why such an acquisition should be approved. The Public Utility Commission shall give notice of the petition to the Department of Public Service and other interested persons, and may conduct a hearing. The Commission may grant such approval only after due notice and opportunity for hearing and upon finding that such an acquisition will promote the public good.

(c) If any company acquires such a controlling interest without the prior approval of the Public Utility Commission, the Commission may then, after due notice and opportunity for hearing:

(1) approve the acquisition; or

(2) modify any existing certificates or orders authorizing either or both companies to own or operate a public utility business under the provisions of this title; or

(3) revoke any such existing certificates or orders, or revoke any orders approving the articles of incorporation of such companies; or

(4) declare the acquisition null and void, all as necessary to promote the public good.

(d) The Commission may by rule specify terms and conditions upon which companies shall give prior notice of acquisitions regulated by this section. Any such rule may specify categories of acquisitions that may be deemed to be approved if timely notice has been filed and an investigation has not been initiated by the Commission.

(e) For the purposes of this section:

(1) "Controlling interest" means 10 percent or more of the outstanding voting securities of a company; or such other interest as the Public Utility Commission determines, upon notice and opportunity for hearing following its own investigation or a petition filed by the Department of Public Service or other interested party, to constitute the means to direct or cause the direction of the management or policies of a company. The presumption that ten percent or more of the outstanding voting securities of a company constitutes a controlling interest may be rebutted by a company under procedures established by the Commission by rule.

(2) "Voting security" means any stock or security presently entitling the owner or holder thereof to vote in the direction or management of the affairs of a company or any security issued under or pursuant to any agreement, trust, or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of such a security are presently entitled to vote in the direction or management of the affairs of a company.

(3) A specified per centum of the "outstanding voting securities of a company" means such amount of outstanding voting securities of such company as entitles the holder or holders thereof to cast that specified per centum of the aggregate votes which the holders of all the outstanding voting securities of such company are entitled to cast in the direction or management of the affairs of such company. (1961, No. 183, § 7; amended 1971, No. 50, eff. April 14, 1971; 1989, No. 96, § 2, eff. June 14, 1989; 1993, No. 21, § 6, eff. May 12, 1993; 1999, No. 157 (Adj. Sess.), § 2.)