S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  4888

                       2015-2016 Regular Sessions

                            I N  S E N A T E

                             April 22, 2015
                               ___________

Introduced by Sen. PANEPINTO -- read twice and ordered printed, and when
  printed  to  be  committed to the Committee on Energy and Telecommuni-
  cations

AN ACT to amend the public service law, in  relation  to  directing  the
  public service commission to conduct an in-depth public interest anal-
  ysis  of proposed mergers by telephone corporations and other telecom-
  munications services providers over which said commission  has  juris-
  diction

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Legislative findings and purpose.   The  legislature  finds
the  public interest to require closer scrutiny of proposed telecommuni-
cations industry transfers of control, and declares that,  except  where
the  public  interest requires a contrary result, a portion of the bene-
fits of such mergers should be returned to the state's ratepayers.
  S 2. Subdivision 2 of section 99 of the public service law, as amended
by chapter 383 of the laws of 1996, is amended to read as follows:
  2. (A) No franchise nor any right to or under any franchise to own  or
operate  a  telegraph  line  or telephone line shall be assigned, trans-
ferred, or leased, nor shall any contract or  agreement  hereafter  made
with  reference  to or affecting any such franchise or right be valid or
of any force or effect whatsoever[,] unless  the  assignment,  transfer,
lease,  contract,  or  agreement shall have been approved by the commis-
sion.
  (B) No telephone corporation shall transfer  or  lease  its  works  or
system or any part of such works or system to any other person or corpo-
ration  or  contract for the operation of its works or system[,] without
the written consent of the commission.  [Notwithstanding the  foregoing,
any  such  transfer  or  lease  between  affiliated corporations with an
original cost of (a) less than one hundred thousand dollars proposed  by
a  telephone  corporation  having annual gross revenues in excess of two

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD02448-01-5
              

S. 4888                             2

hundred million dollars, (b)  less  than  twenty-five  thousand  dollars
proposed by a telephone corporation having annual gross revenues of less
than  two  hundred million but more than ten million dollars or (c) less
than  ten  thousand  dollars  proposed by a telephone corporation having
annual gross revenues of less than ten million  dollars  and  any  other
transfer  or  lease  between  non-affiliates regardless of cost shall be
effective without the commission's written consent  within  ninety  days
after such corporation notifies the commission that it plans to complete
such  transfer  or  lease  and  submits a description of the transfer or
lease, unless the commission, or its designee,  determines  within  such
ninety  days  that  the public interest requires the commission's review
and written consent.]
  (C) (1) NO CONSENT SHALL BE GIVEN BY THE COMMISSION TO THE ASSIGNMENT,
TRANSFER, OR LEASE OF ANY RIGHT OR FRANCHISE TO OPERATE A TELEGRAPH LINE
OR TELEPHONE LINE UNLESS IT SHALL HAVE BEEN SHOWN THAT SUCH  ASSIGNMENT,
TRANSFER, OR LEASE IS IN THE PUBLIC INTEREST.
  (2)  NO  CONSENT  SHALL  BE GIVEN BY THE COMMISSION TO THE ASSIGNMENT,
TRANSFER, OR LEASE OF ANY RIGHT OR FRANCHISE TO OPERATE ANY  PART  OF  A
TELEPHONE CORPORATION'S WORKS OR SYSTEM, OR TO A CONTRACT FOR THE OPERA-
TION  OF  SUCH ENTITY'S WORKS OR SYSTEM, UNLESS IT SHALL HAVE BEEN SHOWN
THAT SUCH ASSIGNMENT, TRANSFER, OR LEASE OR CONTRACT IS  IN  THE  PUBLIC
INTEREST.
  (D)  BEFORE AUTHORIZING THE MERGER, ACQUISITION, ASSIGNMENT, LEASE, OR
TRANSFER OF CONTROL OF ANY TELEPHONE  CORPORATION  ORGANIZED  AND  DOING
BUSINESS  IN  THIS  STATE,  AND  ONLY WHERE ANY OF THE ENTITIES THAT ARE
PARTIES TO THE PROPOSED TRANSACTION HAS GROSS ANNUAL NEW  YORK  REVENUES
EXCEEDING TWO HUNDRED MILLION DOLLARS THE COMMISSION SHALL FIND THAT THE
PROPOSAL DOES ALL OF THE FOLLOWING:
  (1) PROVIDES SHORT-TERM AND LONG-TERM ECONOMIC BENEFITS TO RATEPAYERS.
  (2)  EQUITABLY ALLOCATES, WHERE THE COMMISSION HAS RATEMAKING AUTHORI-
TY, THE TOTAL SHORT-TERM AND LONG-TERM FORECASTED ECONOMIC BENEFITS,  AS
DETERMINED  BY  THE  COMMISSION, OF THE PROPOSED MERGER, ACQUISITION, OR
CONTROL BETWEEN SHAREHOLDERS AND RATEPAYERS.  RATEPAYERS  SHALL  RECEIVE
NOT  LESS  THAN  FORTY  PERCENT OF SUCH BENEFITS; PROVIDED, HOWEVER THAT
REINVESTMENT OF SUCH BENEFITS  IN  A  TELEPHONE  CORPORATION'S  IN-STATE
INFRASTRUCTURE MAY BE DEEMED TO SATISFY SUCH REQUIREMENT.
  (3)  MAINTAINS  OR  IMPROVES  THE FINANCIAL CONDITION OF THE RESULTING
TELEPHONE CORPORATIONS DOING BUSINESS IN THE STATE AND DOES  NOT  UNREA-
SONABLY  ALLOCATE A TELEPHONE CORPORATION'S DEBT TO A DIVESTITURE ENTITY
CREATED FROM AN EXISTING TELEPHONE CORPORATION. FOR THE PURPOSE OF  THIS
SECTION,  A  DIVESTITURE  ENTITY  IS  A  BUSINESS  ENTITY CREATED BY THE
ASSIGNMENT, EXCHANGE, SALE, OR OTHER TRANSFER  OF  SOME  OR  ALL  OF  AN
EXISTING  TELEPHONE CORPORATION'S LINES, SYSTEM, OR WORKS TO A NEW TELE-
PHONE CORPORATION.
  (4) MAINTAINS OR IMPROVES THE QUALITY OF SERVICE TO  TELEPHONE  CORPO-
RATION RATEPAYERS IN THE STATE.
  (5)  MAINTAINS  OR IMPROVES THE QUALITY OF MANAGEMENT OF THE RESULTING
TELEPHONE CORPORATION DOING BUSINESS IN THE STATE.
  (6) IS FAIR AND REASONABLE TO AFFECTED TELEPHONE  CORPORATION  EMPLOY-
EES, INCLUDING BOTH UNION AND NONUNION EMPLOYEES.
  (7)  IS  FAIR AND REASONABLE TO THE MAJORITY OF ALL AFFECTED TELEPHONE
CORPORATIONS.
  (8) IS BENEFICIAL ON AN OVERALL BASIS TO STATE AND LOCAL ECONOMIES AND
TO THE COMMUNITIES IN THE AREA SERVED BY THE RESULTING ENTITY  AND  DOES
NOT  ALLOCATE  SUBSTANTIALLY UNFUNDED PENSION OR HEALTH CARE OBLIGATIONS
OR OTHER EMPLOYEE BENEFITS TO A RESULTING TELEPHONE CORPORATION.

S. 4888                             3

  (9) PRESERVES THE JURISDICTION OF THE COMMISSION AND THE  CAPACITY  OF
THE  COMMISSION  TO EFFECTIVELY REGULATE AND AUDIT TELEPHONE CORPORATION
OPERATIONS IN THE STATE.
  (10)  PROVIDES  MITIGATION  MEASURES  TO  PREVENT  SIGNIFICANT ADVERSE
CONSEQUENCES WHICH MAY RESULT.
  (11) DOES NOT ADVERSELY AFFECT COMPETITION. IN  MAKING  THIS  FINDING,
THE  COMMISSION  SHALL  REQUEST  AN  ADVISORY  OPINION FROM THE ATTORNEY
GENERAL REGARDING WHETHER OR NOT COMPETITION WILL BE ADVERSELY  AFFECTED
AND  WHAT MITIGATORY MEASURES COULD BE ADOPTED TO AVOID ANY SUCH ADVERSE
EFFECT.
  (E) WHEN REVIEWING A  MERGER,  ACQUISITION,  OR  TRANSFER  OF  CONTROL
PROPOSAL,  THE  COMMISSION  SHALL  CONSIDER  REASONABLE  ALTERNATIVES OR
MODIFICATIONS TO THE PROPOSAL RECOMMENDED BY OTHER PARTIES, INCLUDING NO
MERGER, ACQUISITION, OR CONTROL, TO DETERMINE WHETHER OR NOT  COMPARABLE
SHORT-TERM  AND LONG-TERM ECONOMIC SAVINGS CAN BE ACHIEVED THROUGH OTHER
MEANS WHILE AVOIDING THE POSSIBLE ADVERSE CONSEQUENCES OF THE PROPOSAL.
  (F) THE PERSON OR CORPORATION SEEKING  ACQUISITION  OR  CONTROL  OF  A
TELEPHONE  CORPORATION  ORGANIZED AND DOING BUSINESS IN THIS STATE SHALL
HAVE BEFORE THE COMMISSION THE BURDEN OF PROVING BY A  PREPONDERANCE  OF
THE  EVIDENCE THAT THE REQUIREMENTS OF PARAGRAPH (D) OF THIS SUBDIVISION
ARE MET.
  (G) IN DETERMINING WHETHER OR NOT AN ACQUIRING  TELEPHONE  CORPORATION
HAS  GROSS  ANNUAL  REVENUES EXCEEDING THE AMOUNT SPECIFIED IN PARAGRAPH
(D) OF THIS SUBDIVISION, THE REVENUES OF  THAT  TELEPHONE  CORPORATION'S
AFFILIATES  SHALL  NOT  BE  CONSIDERED,  UNLESS  THE  AFFILIATE IS TO BE
UTILIZED FOR THE PURPOSE  OF  EFFECTING  SUCH  MERGER,  ACQUISITION,  OR
CONTROL.
  (H)  SUBPARAGRAPHS  ONE  AND  TWO OF PARAGRAPH (D) OF THIS SUBDIVISION
SHALL NOT APPLY TO THE FORMATION OF A HOLDING COMPANY.
  (I) SUBPARAGRAPHS ONE AND TWO OF PARAGRAPH  (D)  OF  THIS  SUBDIVISION
SHALL  NOT APPLY TO ACQUISITIONS OR CHANGES IN CONTROL THAT ARE MANDATED
BY EITHER THE COMMISSION OR THE LEGISLATURE.
  (J) THIS SUBDIVISION SHALL ONLY APPLY  TO  ASSIGNMENTS,  TRANSFERS  OR
LEASES  OF WORKS OR SYSTEMS OR OTHER TELECOMMUNICATIONS SERVICES PROVID-
ERS IF THE PROPOSED MERGER, ACQUISITION, ASSIGNMENT, LEASE, OR  TRANSFER
INVOLVES A TELEPHONE COMPANY OR TELECOMMUNICATIONS SERVICE PROVIDER THAT
PROVIDES,  AND ONLY TO THE EXTENT THE TRANSACTION INVOLVES, NON-COMPETI-
TIVE BASIC RATE RESIDENTIAL OR LIFELINE TELECOMMUNICATIONS SERVICE TO AT
LEAST ONE RESIDENTIAL CUSTOMER.
  S 3. Section 100 of the public service law, as amended by chapter  226
of the laws of 2009, is amended to read as follows:
  S 100. Transfer and ownership of stock. 1. No telegraph corporation or
telephone  corporation,  domestic  or  foreign, shall hereafter purchase
[or], acquire, take, or hold any part of the capital stock of any  tele-
graph  corporation  or telephone corporation organized or existing under
the laws of this state unless authorized so to do by the commission.
  2. Save where stock shall be transferred or held for  the  purpose  of
collateral security, no stock corporation, domestic or foreign, company,
including, but not limited to, a limited liability company, association,
including  a  joint  stock association, partnership, including a limited
liability partnership, or person, other than a telegraph corporation  or
telephone  corporation,  shall,  without  the consent of the commission,
purchase [or], acquire, take, or hold more than ten [per centum] PERCENT
of the voting capital stock issued by any telegraph corporation or tele-
phone corporation organized or existing under or by virtue of  the  laws
of  this  state.  Any corporation now lawfully holding a majority of the

S. 4888                             4

voting capital stock of any telegraph corporation  or  telephone  corpo-
ration  may, without the consent of the commission, acquire and hold the
remainder of the voting capital stock of such telegraph  corporation  or
telephone corporation[,] or any portion thereof.
  3.  (A) No consent shall be given by the commission to the acquisition
of any stock in accordance with this section unless it shall  have  been
shown that such acquisition is in the public interest[; provided, howev-
er,  that any], WHICH THE COMMISSION SHALL DETERMINE BY FINDING THAT THE
PROPOSAL DOES ALL OF THE FOLLOWING,  TO  THE  EXTENT  DETERMINED  TO  BE
APPLICABLE:
  (I) PROVIDES SHORT-TERM AND LONG-TERM ECONOMIC BENEFITS TO RATEPAYERS.
  (II)  EQUITABLY  ALLOCATES,  WHERE APPLICABLE AND WHERE THE COMMISSION
HAS RATEMAKING AUTHORITY, THE TOTAL SHORT-TERM AND LONG-TERM  FORECASTED
ECONOMIC  BENEFITS,  AS  DETERMINED  BY  THE COMMISSION, OF THE PROPOSED
ACQUISITION, PURCHASE, SALE, TRANSFER, OR RETENTION BETWEEN SHAREHOLDERS
AND RATEPAYERS. RATEPAYERS SHALL RECEIVE NOT LESS THAN FORTY PERCENT  OF
THOSE  BENEFITS; PROVIDED, HOWEVER THAT REINVESTMENT OF SUCH BENEFITS IN
A TELEPHONE CORPORATION'S  IN-STATE  INFRASTRUCTURE  MAY  BE  DEEMED  TO
SATISFY SUCH REQUIREMENT.
  (III)  MAINTAINS  OR IMPROVES THE FINANCIAL CONDITION OF THE RESULTING
TELEPHONE CORPORATIONS DOING BUSINESS IN THE STATE AND DOES  NOT  UNREA-
SONABLY  ALLOCATE A TELEPHONE CORPORATION'S DEBT TO A DIVESTITURE ENTITY
CREATED FROM AN EXISTING TELEPHONE CORPORATION. FOR THE PURPOSE OF  THIS
SECTION,  A  DIVESTITURE  ENTITY  IS  A  BUSINESS  ENTITY CREATED BY THE
ASSIGNMENT, EXCHANGE, SALE, OR OTHER TRANSFER  OF  SOME  OR  ALL  OF  AN
EXISTING  TELEPHONE CORPORATION'S LINES, SYSTEM, OR WORKS TO A NEW TELE-
PHONE CORPORATION.
  (IV) MAINTAINS OR IMPROVES THE QUALITY OF SERVICE TO TELEPHONE  CORPO-
RATION RATEPAYERS IN THE STATE.
  (V)  MAINTAINS  OR IMPROVES THE QUALITY OF MANAGEMENT OF THE RESULTING
TELEPHONE CORPORATION DOING BUSINESS IN THE STATE.
  (VI) IS FAIR AND REASONABLE TO AFFECTED TELEPHONE CORPORATION  EMPLOY-
EES, INCLUDING BOTH UNION AND NONUNION EMPLOYEES.
  (VII) IS FAIR AND REASONABLE TO THE MAJORITY OF ALL AFFECTED TELEPHONE
CORPORATIONS.
  (VIII)  IS  BENEFICIAL, ON AN OVERALL BASIS, TO STATE AND LOCAL ECONO-
MIES, AND TO THE COMMUNITIES IN THE AREA SERVED BY THE RESULTING  ENTITY
AND  DOES  NOT  ALLOCATE  SUBSTANTIALLY  UNFUNDED PENSION OR HEALTH CARE
OBLIGATIONS OR OTHER EMPLOYEE BENEFITS TO A RESULTING  TELEPHONE  CORPO-
RATION.
  (IX)  PRESERVES THE JURISDICTION OF THE COMMISSION AND THE CAPACITY OF
THE COMMISSION TO EFFECTIVELY REGULATE AND AUDIT  TELEPHONE  CORPORATION
OPERATIONS IN THE STATE.
  (X) PROVIDES MITIGATION MEASURES TO PREVENT SIGNIFICANT ADVERSE CONSE-
QUENCES WHICH MAY RESULT FROM SUCH ACQUISITION.
  (XI)  DOES  NOT  ADVERSELY AFFECT COMPETITION. IN MAKING THIS FINDING,
THE COMMISSION SHALL REQUEST  AN  ADVISORY  OPINION  FROM  THE  ATTORNEY
GENERAL  REGARDING WHETHER OR NOT COMPETITION WILL BE ADVERSELY AFFECTED
AND WHAT MITIGATORY MEASURES COULD BE ADOPTED TO AVOID ANY SUCH  ADVERSE
EFFECT.
  (B)  ANY  such  consent  HOWEVER, shall be deemed to be granted by the
commission ninety days after such corporation applies to the  commission
for  its consent, unless the commission, or its designee, determines and
informs the applicant in writing within such ninety day period that  the
public  interest  requires  the  commission's  review  and  its  written
consent.  Nothing [herein] contained IN THIS SECTION shall be  construed

S. 4888                             5

to prevent the holding of any stock heretofore lawfully acquired, nor to
prevent,  upon  the  surrender  or  exchange of such stock pursuant to a
reorganization plan, the purchase, acquisition, taking, or holding of  a
proportionate  amount  of stock of any new corporation organized to take
over, at foreclosure or other sale,  the  property  of  any  corporation
whose  stock  has been thus surrendered or exchanged[;], but the propor-
tion of the voting capital stock of the new corporation held by a  stock
corporation, company, association, partnership or person and acquired by
it  by  any  such  surrender  or exchange of stock shall not without the
consent of the commission exceed the proportion of  the  voting  capital
stock held by it in the former corporation.
  (C)  THIS  SUBDIVISION  SHALL  ONLY  APPLY  TO  MERGERS, ACQUISITIONS,
ASSIGNMENTS, LEASES, OR TRANSFERS OF CONTROL OF  TELEPHONE  CORPORATIONS
OR  OTHER  TELECOMMUNICATIONS SERVICES PROVIDERS IF THE PROPOSED MERGER,
ACQUISITION, ASSIGNMENT, LEASE, OR TRANSFER INVOLVES A TELEPHONE COMPANY
OR TELECOMMUNICATIONS SERVICE PROVIDER THAT PROVIDES, AND  ONLY  TO  THE
EXTENT  THE TRANSACTION INVOLVES, NON-COMPETITIVE BASIC RATE RESIDENTIAL
OR LIFELINE TELECOMMUNICATIONS  SERVICE  TO  AT  LEAST  ONE  RESIDENTIAL
CUSTOMER.
  4.  Every contract, assignment, transfer, or agreement for transfer of
any stock by or through any person or corporation  to  any  corporation,
company,  association,  partnership  or  person,  in  violation  of  any
provision of this chapter shall be void and of no effect,  and  no  such
transfer  or  assignment  shall be made upon the books of any such tele-
graph corporation or telephone corporation[,] or shall be recognized  as
effective for any purpose.
  5.  THE  PROVISIONS  OF THIS SECTION SHALL ONLY APPLY TO THE OWNERSHIP
TRANSFER OF STOCKS WHERE ANY PARTY TO SUCH TRANSFER HAS ANNUAL NEW  YORK
GROSS REVENUES EXCEEDING TWO HUNDRED MILLION DOLLARS.
  S 4. This act shall take effect on the one hundred twentieth day after
it  shall  have become a law. Effective immediately, all rules and regu-
lations and any other measures necessary to implement any  provision  of
this act on its effective date may be promulgated and taken, respective-
ly, on or before the effective date of such provision.

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 4888--A

                       2015-2016 Regular Sessions

                            I N  S E N A T E

                             April 22, 2015
                               ___________

Introduced by Sens. PANEPINTO, COMRIE, LATIMER, PARKER -- read twice and
  ordered  printed, and when printed to be committed to the Committee on
  Energy and Telecommunications -- committee discharged,  bill  amended,
  ordered reprinted as amended and recommitted to said committee

AN  ACT  to amend the public service law, in relation to creating stand-
  ards by which the public service commission  reviews  and  approves  a
  merger  or  acquisition  between  telephone corporations, cable corpo-
  rations, and combination telephone and cable corporations

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  The public service law is amended by adding a new article
12 to read as follows:
                                ARTICLE 12
          PROVISIONS RELATING TO TELEPHONE CORPORATIONS, CABLE
            CORPORATIONS, AND COMBINATION TELEPHONE AND CABLE
                              CORPORATIONS
SECTION 250. DEFINITIONS.
        251. MERGERS OR ACQUISITIONS.
  S 250. DEFINITIONS. THE WORDS AND PHRASES USED IN THIS  ARTICLE  SHALL
HAVE  THE  FOLLOWING MEANINGS UNLESS A DIFFERENT MEANING CLEARLY APPEARS
IN THE CONTEXT:
  1. "CABLE CORPORATION" SHALL  MEAN  ANY  PERSON  OWNING,  CONTROLLING,
OPERATING,  MANAGING  OR  LEASING  ONE  OR MORE CABLE TELEVISION SYSTEMS
WITHIN THE STATE.
  2. "CABLE SYSTEM" SHALL HAVE THE SAME MEANING AS SET FORTH IN  SECTION
TWO HUNDRED TWELVE OF THIS CHAPTER.
  3.  "COMBINATION TELEPHONE AND CABLE CORPORATION" SHALL MEAN ANY TELE-
PHONE CORPORATION OPERATING IN NEW YORK UNDER COMMON  OWNERSHIP  WITH  A
CABLE CORPORATION OPERATING IN NEW YORK OR ANY CABLE CORPORATION OPERAT-
ING  IN  NEW  YORK  UNDER  COMMON OWNERSHIP WITH A TELEPHONE CORPORATION
OPERATING IN NEW YORK, OR ANY SUCCESSOR OF EITHER CORPORATION.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD02448-05-5
              

S. 4888--A                          2

  S 251. MERGERS OR ACQUISITIONS. 1. (A) NO TELEPHONE CORPORATION, CABLE
CORPORATION, OR COMBINATION TELEPHONE AND  CABLE  CORPORATION  THAT  HAS
GROSS ANNUAL REVENUES EXCEEDING TWO HUNDRED MILLION DOLLARS SHALL TRANS-
FER, LEASE OR MERGE ITS STOCK, WORKS, FRANCHISE OR SYSTEM OR ANY PART OF
SUCH  WORKS  OR SYSTEM TO ANY OTHER PERSON OR CORPORATION THAT HAS GROSS
ANNUAL REVENUES EXCEEDING TWO HUNDRED MILLION DOLLARS WITHOUT THE  WRIT-
TEN CONSENT OF THE COMMISSION.
  (B)  NOTWITHSTANDING ANY OTHER SECTION OF LAW, NO CONSENT, AS REQUIRED
BY PARAGRAPH (A) OF THIS SUBDIVISION, SHALL BE GIVEN BY  THE  COMMISSION
TO  THE  ASSIGNMENT, TRANSFER, MERGER OR LEASE OF ANY RIGHT OR FRANCHISE
TO OPERATE A TELEPHONE LINE OR ANY CABLE  TELEVISION  SYSTEM  UNLESS  IT
SHALL  HAVE BEEN SHOWN BY THE PARTIES THAT SUCH ASSIGNMENT, TRANSFER, OR
LEASE IS IN THE PUBLIC INTEREST.
  (C) NO CONSENT, AS REQUIRED BY  PARAGRAPH  (A)  OF  THIS  SUBDIVISION,
SHALL  BE GIVEN BY THE COMMISSION TO THE ASSIGNMENT, TRANSFER, MERGER OR
LEASE OF ANY RIGHT OR FRANCHISE TO OPERATE ANY PART OF  A  TELEPHONE  OR
CABLE  CORPORATION'S WORKS OR SYSTEM, OR TO A CONTRACT FOR THE OPERATION
OF SUCH ENTITY'S WORKS OR SYSTEM, UNLESS IT SHALL HAVE BEEN SHOWN BY THE
PARTIES THAT SUCH ASSIGNMENT, TRANSFER, OR LEASE OR CONTRACT IS  IN  THE
PUBLIC INTEREST.
  2. BEFORE CONSENTING TO THE MERGER, ACQUISITION, ASSIGNMENT, LEASE, OR
TRANSFER  OF CONTROL OF ANY TELEPHONE CORPORATION, CABLE CORPORATION, OR
COMBINATION TELEPHONE AND CABLE CORPORATION PURSUANT TO SUBDIVISION  ONE
OF  THIS SECTION THE COMMISSION SHALL FIND THAT THE PROPOSAL DOES ALL OF
THE FOLLOWING:
  (A) PROVIDES PUBLIC INTEREST BENEFITS TO THE EFFECTED SUBSCRIBERS.
  (B) MAINTAINS OR IMPROVES THE SERVICE QUALITY STANDARDS THE COMMISSION
HAS ESTABLISHED FOR THE EFFECTED  TELEPHONE  CORPORATION,  CABLE  CORPO-
RATION, OR COMBINATION TELEPHONE AND CABLE CORPORATION.
  (C)  MAINTAINS  OR  IMPROVES  THE FINANCIAL CONDITION OF THE RESULTING
TELEPHONE CORPORATION, CABLE CORPORATION, OR COMBINATION  TELEPHONE  AND
CABLE CORPORATION DOING BUSINESS IN THE STATE.
  (D)  MAINTAINS  OR  IMPROVES  THE  TELEPHONE CORPORATION, CABLE CORPO-
RATION, OR COMBINATION TELEPHONE AND CABLE CORPORATION SERVICE OFFERINGS
TO SUBSCRIBERS IN THE STATE.
  (E) MAINTAINS OR IMPROVES THE QUALITY OF MANAGEMENT OF  THE  RESULTING
TELEPHONE  CORPORATION,  CABLE CORPORATION, OR COMBINATION TELEPHONE AND
CABLE CORPORATION DOING BUSINESS IN THE STATE.
  (F) IS FAIR AND REASONABLE TO AFFECTED  TELEPHONE  CORPORATION,  CABLE
CORPORATION,  OR  COMBINATION TELEPHONE AND CABLE CORPORATION EMPLOYEES,
INCLUDING BOTH UNION AND NONUNION EMPLOYEES.
  (G) DOES NOT ADVERSELY AFFECT COMPETITION IN THE MARKETPLACE FOR TELE-
PHONE OR CABLE SERVICES.
  (H) CREATES ENFORCEMENT MEASURES SO THAT IF POST-CONSENT  A  TELEPHONE
CORPORATION,  CABLE  CORPORATION,  OR  COMBINATION  TELEPHONE  AND CABLE
CORPORATION FAILS TO COMPLY WITH ANY CONDITION OR COMMITMENT MADE TO THE
COMMISSION IN ORDER TO OBTAIN COMMISSION CONSENT, THE  COMMISSION  SHALL
BE  AUTHORIZED  TO  COMPEL  PERFORMANCE  OR ORDER IMPLEMENTATION OF SUCH
CONDITIONS OR COMMITMENTS.
  (I) EQUITABLY  ALLOCATES  THE  FORECASTED  POSITIVE  BENEFITS  OF  THE
PROPOSAL BETWEEN SHAREHOLDERS AND SUBSCRIBERS, INCLUDING BUT NOT LIMITED
TO, THE FORECASTED ECONOMIC BENEFITS. SUBSCRIBERS SHALL RECEIVE NOT LESS
THAN FIFTY PERCENT OF SUCH FORECASTED POSITIVE BENEFITS. FOR THE PURPOSE
OF  ALLOCATING  THE FORECASTED POSITIVE BENEFITS OF THE PROPOSAL BETWEEN
SHAREHOLDERS AND SUBSCRIBERS, THE COMMISSION MAY DEEM, INCLUDING BUT NOT
LIMITED TO, REINVESTMENT OF THE FORECASTED BENEFITS INTO  THE  TELEPHONE

S. 4888--A                          3

CORPORATION,  CABLE  CORPORATION,  OR  COMBINATION  TELEPHONE  AND CABLE
CORPORATION'S INFRASTRUCTURE AS A BENEFIT RECEIVED BY SUBSCRIBERS.
  3.  WHEN  REVIEWING  A  MERGER,  ACQUISITION,  OR  TRANSFER OF CONTROL
PROPOSAL, AS SET FORTH IN SUBDIVISION ONE OF THIS SECTION,  THE  COMMIS-
SION  SHALL  CONSIDER  REASONABLE  ALTERNATIVES  OR MODIFICATIONS TO THE
PROPOSAL AS RECOMMENDED BY OTHER PARTIES TO DETERMINE WHETHER OR NOT THE
PROPOSAL IS IN THE PUBLIC INTEREST.
  4. THE PERSON OR CORPORATION SEEKING ACQUISITION OR CONTROL OF A TELE-
PHONE CORPORATION, CABLE CORPORATION, OR COMBINATION TELEPHONE AND CABLE
CORPORATION SHALL HAVE BEFORE THE COMMISSION THE BURDEN OF PROVING BY  A
PREPONDERANCE  OF  THE EVIDENCE THAT THE REQUIREMENTS OF SUBDIVISION TWO
OF THIS SECTION ARE SATISFIED.
  5. IN DETERMINING WHETHER OR NOT AN ACQUISITION OF A TELEPHONE  CORPO-
RATION,  CABLE  CORPORATION,  OR  COMBINATION TELEPHONE AND CABLE CORPO-
RATION HAS THE GROSS ANNUAL REVENUES EXCEEDING THE AMOUNT  SPECIFIED  IN
SUBDIVISION TWO OF THIS SECTION, THE REVENUES OF THAT TELEPHONE OR CABLE
CORPORATION'S  AFFILIATES  SHALL NOT BE CONSIDERED, UNLESS THE AFFILIATE
IS TO BE UTILIZED FOR THE PURPOSE OF EFFECTING SUCH MERGER, ACQUISITION,
OR CONTROL.
  6. PARAGRAPHS (A), (B), AND (C) OF SUBDIVISION  TWO  OF  THIS  SECTION
SHALL NOT APPLY TO THE FORMATION OF A HOLDING COMPANY.
  7.  PARAGRAPHS  (A),  (B),  AND (C) OF SUBDIVISION TWO OF THIS SECTION
SHALL NOT APPLY TO ACQUISITIONS OR CHANGES IN CONTROL THAT ARE  MANDATED
BY EITHER THE COMMISSION OR THE LEGISLATURE.
  8.  WHEN  ISSUING  A  DECISION  ON  A PROPOSED MERGER, ACQUISITION, OR
TRANSFER OF CONTROL PROPOSAL, AS REQUIRED BY  SUBDIVISION  ONE  OF  THIS
SECTION, THE COMMISSION SHALL ISSUE A REPORT DETAILING HOW THAT DECISION
WAS  REACHED WITHIN THIRTY DAYS OF ISSUING SUCH DECISION. IF THE COMMIS-
SION GRANTS CONDITIONAL APPROVAL IN ITS DECISION, THE  DEPARTMENT  SHALL
ISSUE  AN  ADDITIONAL  REPORT WITHIN ONE YEAR AFTER GRANTING SUCH CONDI-
TIONAL APPROVAL DETAILING THE CORPORATION'S COMPLIANCE WITH SUCH  CONDI-
TIONS OR COMMITMENTS. NOTHING IN THIS SECTION SHALL PRECLUDE THE DEPART-
MENT FROM ISSUING ADDITIONAL REPORTS ON THE CORPORATION'S COMPLIANCE.
  9.  (A)  ANY  CONSENT  REQUIRED BY PARAGRAPH (A) OF SUBDIVISION ONE OF
THIS SECTION SHALL ONLY BE PROVIDED  BY  THE  COMMISSION  AFTER  A  FULL
EVIDENTIARY  HEARING WHICH SHALL INCLUDE THE STATE ATTORNEY GENERAL AS A
PARTY TO THE PROCEEDING.
  (B) SUCH FULL EVIDENTIARY HEARING SHALL BE LIVE STREAMED ON THE INTER-
NET AND ARCHIVED ON THE DEPARTMENT WEBSITE FOR PUBLIC VIEWING.
  10. (A) ANY CONSENT REQUIRED BY PARAGRAPH (A) OF  SUBDIVISION  ONE  OF
THIS SECTION SHALL ONLY BE ISSUED BY THE COMMISSION AFTER A PUBLIC HEAR-
ING WHERE MEMBERS OF THE PUBLIC MAY PROVIDE THE COMMISSION OR ITS DESIG-
NEE WITH COMMENTS ON THE PROPOSAL.
  (B)  THE  COMMISSION SHALL ANNOUNCE THE PUBLIC HEARING AT LEAST THIRTY
DAYS BEFORE THE DATE OF THE PUBLIC HEARING AND SHALL PUBLISH SUCH NOTICE
ON ITS WEBSITE AT LEAST THIRTY DAYS BEFORE THE PUBLIC HEARING.
  (C) THE PUBLIC HEARING SHALL BE NO LESS THAN  FIFTEEN  DAYS  BEFORE  A
CONSENT ON THE PROPOSAL IS ISSUED BY THE COMMISSION.
  (D)  THE  COMMISSION SHALL PUBLISH A REPORT ON THE PROPOSED PLAN WHICH
SHALL BE POSTED AND ACCESSIBLE BY THE PUBLIC ON THE COMMISSION'S WEBSITE
THIRTY DAYS PRIOR TO THE PUBLIC HEARING. SUCH A  REPORT  SHALL  DESCRIBE
THE POTENTIAL BENEFITS AND DETRIMENTS OF THE PROPOSED PLAN.
  (E)  THE  COMMISSION SHALL SOLICIT AND COLLECT WRITTEN COMMENTS ON THE
PROPOSAL FROM THE PUBLIC UPON THE ANNOUNCEMENT OF THE PUBLIC HEARING.

S. 4888--A                          4

  11. THE COMMISSION SHALL ISSUE A WRITTEN "FINDING OF FACT" AS  TO  ALL
OF  THE  ELEMENTS  REQUIRED  TO  BE  ANALYZED IN SUBDIVISION TWO OF THIS
SECTION, INCLUDING BUT NOT LIMITED TO:
  (A)  AN  EXPLANATION  OF HOW THE DEPARTMENT DETERMINED THE "FORECASTED
ECONOMIC BENEFITS" IN PARAGRAPH (I) OF SUBDIVISION TWO OF  THIS  SECTION
AND  SPECIFICALLY  SET  FORTH  IN AN ITEMIZED MANNER HOW SUBSCRIBERS ARE
INTENDED TO RECEIVE NOT LESS  THAN  FIFTY  PERCENT  OF  SUCH  FORECASTED
ECONOMIC BENEFITS, AND
  (B)  A RATIONALE AS TO WHY THE COMMISSION HAS CONSENTED TO THE PARTIC-
ULAR DISTRIBUTION OF  SUCH  FORECASTED  ECONOMIC  BENEFITS  BETWEEN  THE
SUBSCRIBERS  AND  SHAREHOLDERS.    SUCH  FINDING OF FACT SHALL BE ISSUED
WITHIN THIRTY DAYS OF THE COMMISSION ISSUING A CONSENT ORDER PURSUANT TO
SUBDIVISION ONE OF THIS SECTION AND POSTED ON THE COMMISSION'S WEBSITE.
  12. (A) ANY REVIEW OF A MERGER OR ACQUISITION BY  THE  PUBLIC  SERVICE
COMMISSION  PURSUANT  TO  THIS SECTION SHALL BE IN ADDITION TO ANY OTHER
REVIEW REQUIRED BY THIS CHAPTER, INCLUDING BUT NOT LIMITED  TO  ARTICLES
FIVE AND ELEVEN OF THIS CHAPTER.
  (B)  ANY  CONSENT OR APPROVAL OF A MERGER OR ACQUISITION BY THE PUBLIC
SERVICE COMMISSION ISSUED PURSUANT TO THIS SECTION SHALL NOT BE  CONSID-
ERED  AN APPROVAL OR CONSENT REQUIRED BY ANY OTHER SECTION OF THIS CHAP-
TER, INCLUDING BUT NOT LIMITED TO ARTICLES FIVE AND ELEVEN OF THIS CHAP-
TER, UNLESS OTHERWISE DEEMED BY THE COMMISSION.
  S 2. Severability clause. If any clause, sentence, paragraph, subdivi-
sion, section or part of this act shall be  adjudged  by  any  court  of
competent  jurisdiction  to  be invalid, such judgment shall not affect,
impair, or invalidate the remainder thereof, but shall  be  confined  in
its  operation  to the clause, sentence, paragraph, subdivision, section
or part thereof directly involved in the controversy in which such judg-
ment shall have been rendered. It is hereby declared to be the intent of
the legislature that this act would  have  been  enacted  even  if  such
invalid provisions had not been included herein.
  S 3. This act shall take effect immediately.

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 4888--B

                       2015-2016 Regular Sessions

                            I N  S E N A T E

                             April 22, 2015
                               ___________

Introduced  by Sens. PANEPINTO, ADDABBO, AVELLA, COMRIE, LATIMER, PARKER
  -- read twice and ordered printed, and when printed to be committed to
  the  Committee  on  Energy   and   Telecommunications   --   committee
  discharged, bill amended, ordered reprinted as amended and recommitted
  to  said  committee  --  committee  discharged,  bill amended, ordered
  reprinted as amended and recommitted to said committee

AN ACT to amend the public service law, in relation to  creating  stand-
  ards  by  which  the  public service commission reviews and approves a
  merger or acquisition between  telephone  corporations,  cable  corpo-
  rations, and combination telephone and cable corporations

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. The public service law is amended by adding a  new  article
12 to read as follows:
                                ARTICLE 12
          PROVISIONS RELATING TO TELEPHONE CORPORATIONS, CABLE
            CORPORATIONS, AND COMBINATION TELEPHONE AND CABLE
                              CORPORATIONS
SECTION 250. DEFINITIONS.
        251. MERGERS OR ACQUISITIONS.
  S  250.  DEFINITIONS. THE WORDS AND PHRASES USED IN THIS ARTICLE SHALL
HAVE THE FOLLOWING MEANINGS UNLESS A DIFFERENT MEANING  CLEARLY  APPEARS
IN THE CONTEXT:
  1.  "CABLE  CORPORATION"  SHALL  MEAN  ANY PERSON OWNING, CONTROLLING,
OPERATING, MANAGING OR LEASING ONE  OR  MORE  CABLE  TELEVISION  SYSTEMS
WITHIN THE STATE.
  2.  "CABLE SYSTEM" SHALL HAVE THE SAME MEANING AS SET FORTH IN SECTION
TWO HUNDRED TWELVE OF THIS CHAPTER.
  3. "COMBINATION TELEPHONE AND CABLE CORPORATION" SHALL MEAN ANY  TELE-
PHONE  CORPORATION  OPERATING  IN NEW YORK UNDER COMMON OWNERSHIP WITH A
CABLE CORPORATION OPERATING IN NEW YORK OR ANY CABLE CORPORATION OPERAT-

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD02448-07-5
              

S. 4888--B                          2

ING IN NEW YORK UNDER COMMON  OWNERSHIP  WITH  A  TELEPHONE  CORPORATION
OPERATING IN NEW YORK, OR ANY SUCCESSOR OF EITHER CORPORATION.
  S 251. MERGERS OR ACQUISITIONS. 1. (A) NO TELEPHONE CORPORATION, CABLE
CORPORATION,  OR  COMBINATION  TELEPHONE  AND CABLE CORPORATION THAT HAS
GROSS ANNUAL REVENUES EXCEEDING ONE HUNDRED MILLION DOLLARS SHALL TRANS-
FER, LEASE OR MERGE ITS STOCK, WORKS, FRANCHISE OR SYSTEM OR ANY PART OF
SUCH WORKS OR SYSTEM TO ANY OTHER  PERSON  OR  CORPORATION  WITHOUT  THE
WRITTEN CONSENT OF THE COMMISSION.
  (B)  NOTWITHSTANDING ANY OTHER SECTION OF LAW, NO CONSENT, AS REQUIRED
BY PARAGRAPH (A) OF THIS SUBDIVISION, SHALL BE GIVEN BY  THE  COMMISSION
TO  THE  ASSIGNMENT, TRANSFER, MERGER OR LEASE OF ANY RIGHT OR FRANCHISE
TO OPERATE A TELEPHONE LINE OR ANY CABLE  TELEVISION  SYSTEM  UNLESS  IT
SHALL  HAVE BEEN SHOWN BY THE PARTIES THAT SUCH ASSIGNMENT, TRANSFER, OR
LEASE IS IN THE PUBLIC INTEREST.
  (C) NO CONSENT, AS REQUIRED BY  PARAGRAPH  (A)  OF  THIS  SUBDIVISION,
SHALL  BE GIVEN BY THE COMMISSION TO THE ASSIGNMENT, TRANSFER, MERGER OR
LEASE OF ANY RIGHT OR FRANCHISE TO OPERATE ANY PART OF  A  TELEPHONE  OR
CABLE  CORPORATION'S WORKS OR SYSTEM, OR TO A CONTRACT FOR THE OPERATION
OF SUCH ENTITY'S WORKS OR SYSTEM, UNLESS IT SHALL HAVE BEEN SHOWN BY THE
PARTIES THAT SUCH ASSIGNMENT, TRANSFER, OR LEASE OR CONTRACT IS  IN  THE
PUBLIC INTEREST.
  2. BEFORE CONSENTING TO THE MERGER, ACQUISITION, ASSIGNMENT, LEASE, OR
TRANSFER  OF CONTROL OF ANY TELEPHONE CORPORATION, CABLE CORPORATION, OR
COMBINATION TELEPHONE AND CABLE CORPORATION PURSUANT TO SUBDIVISION  ONE
OF  THIS SECTION THE COMMISSION SHALL FIND THAT THE PROPOSAL DOES ALL OF
THE FOLLOWING:
  (A) PROVIDES PUBLIC INTEREST BENEFITS TO THE EFFECTED SUBSCRIBERS.
  (B) MAINTAINS OR IMPROVES THE SERVICE QUALITY STANDARDS THE COMMISSION
HAS ESTABLISHED FOR THE EFFECTED  TELEPHONE  CORPORATION,  CABLE  CORPO-
RATION, OR COMBINATION TELEPHONE AND CABLE CORPORATION.
  (C)  MAINTAINS  OR  IMPROVES  THE FINANCIAL CONDITION OF THE RESULTING
TELEPHONE CORPORATION, CABLE CORPORATION, OR COMBINATION  TELEPHONE  AND
CABLE CORPORATION DOING BUSINESS IN THE STATE.
  (D)  MAINTAINS  OR  IMPROVES  THE  TELEPHONE CORPORATION, CABLE CORPO-
RATION, OR COMBINATION TELEPHONE AND CABLE CORPORATION SERVICE OFFERINGS
TO SUBSCRIBERS IN THE STATE.
  (E) MAINTAINS OR IMPROVES THE QUALITY OF MANAGEMENT OF  THE  RESULTING
TELEPHONE  CORPORATION,  CABLE CORPORATION, OR COMBINATION TELEPHONE AND
CABLE CORPORATION DOING BUSINESS IN THE STATE.
  (F) IS FAIR AND REASONABLE TO AFFECTED  TELEPHONE  CORPORATION,  CABLE
CORPORATION,  OR  COMBINATION TELEPHONE AND CABLE CORPORATION EMPLOYEES,
INCLUDING BOTH UNION AND NONUNION EMPLOYEES.
  (G) DOES NOT ADVERSELY AFFECT COMPETITION IN THE MARKETPLACE FOR TELE-
PHONE OR CABLE SERVICES.
  (H) CREATES ENFORCEMENT MEASURES SO THAT IF POST-CONSENT  A  TELEPHONE
CORPORATION,  CABLE  CORPORATION,  OR  COMBINATION  TELEPHONE  AND CABLE
CORPORATION FAILS TO COMPLY WITH ANY CONDITION OR COMMITMENT MADE TO THE
COMMISSION IN ORDER TO OBTAIN COMMISSION CONSENT, THE  COMMISSION  SHALL
BE  AUTHORIZED  TO  COMPEL  PERFORMANCE  OR ORDER IMPLEMENTATION OF SUCH
CONDITIONS OR COMMITMENTS.
  (I) EQUITABLY  ALLOCATES  THE  FORECASTED  POSITIVE  BENEFITS  OF  THE
PROPOSAL BETWEEN SHAREHOLDERS AND SUBSCRIBERS, INCLUDING BUT NOT LIMITED
TO, THE FORECASTED ECONOMIC BENEFITS. SUBSCRIBERS SHALL RECEIVE NOT LESS
THAN FIFTY PERCENT OF SUCH FORECASTED POSITIVE BENEFITS. FOR THE PURPOSE
OF  ALLOCATING  THE FORECASTED POSITIVE BENEFITS OF THE PROPOSAL BETWEEN
SHAREHOLDERS AND SUBSCRIBERS, THE COMMISSION MAY DEEM, INCLUDING BUT NOT

S. 4888--B                          3

LIMITED TO, REINVESTMENT OF THE FORECASTED BENEFITS INTO  THE  TELEPHONE
CORPORATION,  CABLE  CORPORATION,  OR  COMBINATION  TELEPHONE  AND CABLE
CORPORATION'S INFRASTRUCTURE AS A BENEFIT RECEIVED BY SUBSCRIBERS.
  3.  WHEN  REVIEWING  A  MERGER,  ACQUISITION,  OR  TRANSFER OF CONTROL
PROPOSAL, AS SET FORTH IN SUBDIVISION ONE OF THIS SECTION,  THE  COMMIS-
SION  SHALL  CONSIDER  REASONABLE  ALTERNATIVES  OR MODIFICATIONS TO THE
PROPOSAL AS RECOMMENDED BY OTHER PARTIES TO DETERMINE WHETHER OR NOT THE
PROPOSAL IS IN THE PUBLIC INTEREST.
  4. THE PERSON OR CORPORATION SEEKING ACQUISITION OR CONTROL OF A TELE-
PHONE CORPORATION, CABLE CORPORATION, OR COMBINATION TELEPHONE AND CABLE
CORPORATION SHALL HAVE BEFORE THE COMMISSION THE BURDEN OF PROVING BY  A
PREPONDERANCE  OF  THE EVIDENCE THAT THE REQUIREMENTS OF SUBDIVISION TWO
OF THIS SECTION ARE SATISFIED.
  5. IN DETERMINING WHETHER OR NOT AN ACQUISITION OF A TELEPHONE  CORPO-
RATION,  CABLE  CORPORATION,  OR  COMBINATION TELEPHONE AND CABLE CORPO-
RATION HAS THE GROSS ANNUAL REVENUES EXCEEDING THE AMOUNT  SPECIFIED  IN
SUBDIVISION TWO OF THIS SECTION, THE REVENUES OF THAT TELEPHONE OR CABLE
CORPORATION'S  AFFILIATES  SHALL NOT BE CONSIDERED, UNLESS THE AFFILIATE
IS TO BE UTILIZED FOR THE PURPOSE OF EFFECTING SUCH MERGER, ACQUISITION,
OR CONTROL.
  6. PARAGRAPHS (A), (B), AND (C) OF SUBDIVISION  TWO  OF  THIS  SECTION
SHALL NOT APPLY TO THE FORMATION OF A HOLDING COMPANY.
  7.  PARAGRAPHS  (A),  (B),  AND (C) OF SUBDIVISION TWO OF THIS SECTION
SHALL NOT APPLY TO ACQUISITIONS OR CHANGES IN CONTROL THAT ARE  MANDATED
BY EITHER THE COMMISSION OR THE LEGISLATURE.
  8.  WHEN  ISSUING  A  DECISION  ON  A PROPOSED MERGER, ACQUISITION, OR
TRANSFER OF CONTROL PROPOSAL, AS REQUIRED BY  SUBDIVISION  ONE  OF  THIS
SECTION, THE COMMISSION SHALL ISSUE A REPORT DETAILING HOW THAT DECISION
WAS  REACHED WITHIN THIRTY DAYS OF ISSUING SUCH DECISION. IF THE COMMIS-
SION GRANTS CONDITIONAL APPROVAL IN ITS DECISION, THE  DEPARTMENT  SHALL
ISSUE  AN  ADDITIONAL  REPORT WITHIN ONE YEAR AFTER GRANTING SUCH CONDI-
TIONAL APPROVAL DETAILING THE CORPORATION'S COMPLIANCE WITH SUCH  CONDI-
TIONS OR COMMITMENTS. NOTHING IN THIS SECTION SHALL PRECLUDE THE DEPART-
MENT FROM ISSUING ADDITIONAL REPORTS ON THE CORPORATION'S COMPLIANCE.
  9.  (A)  ANY  CONSENT  REQUIRED BY PARAGRAPH (A) OF SUBDIVISION ONE OF
THIS SECTION SHALL ONLY BE PROVIDED  BY  THE  COMMISSION  AFTER  A  FULL
EVIDENTIARY  HEARING WHICH SHALL INCLUDE THE STATE ATTORNEY GENERAL AS A
PARTY TO THE PROCEEDING.
  (B) SUCH FULL EVIDENTIARY HEARING SHALL BE LIVE STREAMED ON THE INTER-
NET AND ARCHIVED ON THE DEPARTMENT WEBSITE FOR PUBLIC VIEWING.
  10. (A) ANY CONSENT REQUIRED BY PARAGRAPH (A) OF  SUBDIVISION  ONE  OF
THIS SECTION SHALL ONLY BE ISSUED BY THE COMMISSION AFTER A PUBLIC HEAR-
ING WHERE MEMBERS OF THE PUBLIC MAY PROVIDE THE COMMISSION OR ITS DESIG-
NEE WITH COMMENTS ON THE PROPOSAL.
  (B)  THE  COMMISSION SHALL ANNOUNCE THE PUBLIC HEARING AT LEAST THIRTY
DAYS BEFORE THE DATE OF THE PUBLIC HEARING AND SHALL PUBLISH SUCH NOTICE
ON ITS WEBSITE AT LEAST THIRTY DAYS BEFORE THE PUBLIC HEARING.
  (C) THE PUBLIC HEARING SHALL BE NO LESS THAN  FIFTEEN  DAYS  BEFORE  A
CONSENT ON THE PROPOSAL IS ISSUED BY THE COMMISSION.
  (D)  THE  COMMISSION SHALL PUBLISH A REPORT ON THE PROPOSED PLAN WHICH
SHALL BE POSTED AND ACCESSIBLE BY THE PUBLIC ON THE COMMISSION'S WEBSITE
THIRTY DAYS PRIOR TO THE PUBLIC HEARING. SUCH A  REPORT  SHALL  DESCRIBE
THE POTENTIAL BENEFITS AND DETRIMENTS OF THE PROPOSED PLAN.
  (E)  THE  COMMISSION SHALL SOLICIT AND COLLECT WRITTEN COMMENTS ON THE
PROPOSAL FROM THE PUBLIC UPON THE ANNOUNCEMENT OF THE PUBLIC HEARING.

S. 4888--B                          4

  11. THE COMMISSION SHALL ISSUE A WRITTEN "FINDING OF FACT" AS  TO  ALL
OF  THE  ELEMENTS  REQUIRED  TO  BE  ANALYZED IN SUBDIVISION TWO OF THIS
SECTION, INCLUDING BUT NOT LIMITED TO:
  (A)  AN  EXPLANATION  OF HOW THE DEPARTMENT DETERMINED THE "FORECASTED
ECONOMIC BENEFITS" IN PARAGRAPH (I) OF SUBDIVISION TWO OF  THIS  SECTION
AND  SPECIFICALLY  SET  FORTH  IN AN ITEMIZED MANNER HOW SUBSCRIBERS ARE
INTENDED TO RECEIVE NOT LESS  THAN  FIFTY  PERCENT  OF  SUCH  FORECASTED
ECONOMIC BENEFITS, AND
  (B)  A RATIONALE AS TO WHY THE COMMISSION HAS CONSENTED TO THE PARTIC-
ULAR DISTRIBUTION OF  SUCH  FORECASTED  ECONOMIC  BENEFITS  BETWEEN  THE
SUBSCRIBERS  AND  SHAREHOLDERS.    SUCH  FINDING OF FACT SHALL BE ISSUED
WITHIN THIRTY DAYS OF THE COMMISSION ISSUING A CONSENT ORDER PURSUANT TO
SUBDIVISION ONE OF THIS SECTION AND POSTED ON THE COMMISSION'S WEBSITE.
  12. (A) ANY REVIEW OF A MERGER OR ACQUISITION BY  THE  PUBLIC  SERVICE
COMMISSION  PURSUANT  TO  THIS SECTION SHALL BE IN ADDITION TO ANY OTHER
REVIEW REQUIRED BY THIS CHAPTER, INCLUDING BUT NOT LIMITED  TO  ARTICLES
FIVE AND ELEVEN OF THIS CHAPTER.
  (B)  ANY  CONSENT OR APPROVAL OF A MERGER OR ACQUISITION BY THE PUBLIC
SERVICE COMMISSION ISSUED PURSUANT TO THIS SECTION SHALL NOT BE  CONSID-
ERED  AN APPROVAL OR CONSENT REQUIRED BY ANY OTHER SECTION OF THIS CHAP-
TER, INCLUDING BUT NOT LIMITED TO ARTICLES FIVE AND ELEVEN OF THIS CHAP-
TER, UNLESS OTHERWISE DEEMED BY THE COMMISSION.
  S 2. Severability clause. If any clause, sentence, paragraph, subdivi-
sion, section or part of this act shall be  adjudged  by  any  court  of
competent  jurisdiction  to  be invalid, such judgment shall not affect,
impair, or invalidate the remainder thereof, but shall  be  confined  in
its  operation  to the clause, sentence, paragraph, subdivision, section
or part thereof directly involved in the controversy in which such judg-
ment shall have been rendered. It is hereby declared to be the intent of
the legislature that this act would  have  been  enacted  even  if  such
invalid provisions had not been included herein.
  S 3. This act shall take effect immediately.