S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   10061
 
                           I N  A S S E M B L Y
 
                              March 14, 2018
                                ___________
 
 Introduced  by  M. of A. PAULIN, DINOWITZ, COOK, OTIS, SEAWRIGHT, MAYER,
   CROUCH, ERRIGO -- Multi-Sponsored by -- M. of A. GLICK  --  read  once
   and referred to the Committee on Corporations, Authorities and Commis-
   sions
 
 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.
   § 250. DEFINITIONS. THE WORDS AND PHRASES USED IN THIS  ARTICLE  SHALL
 HAVE THE FOLLOWING MEANINGS:
   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.
   § 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
 ASSIGN,  TRANSFER  CONTROL OF OR MERGE ITS STOCK, FRANCHISE OR SYSTEM OR
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
              

                       [ ] is old law to be omitted.
                                                            LBD01678-01-7

 A. 10061                            2
 
 ANY PART OF SUCH 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 OF CONTROL OR MERGER OF ANY RIGHT OR FRAN-
 CHISE TO OPERATE A TELEPHONE LINE OR ANY CABLE TELEVISION SYSTEM  UNLESS
 IT  SHALL  HAVE BEEN SHOWN BY THE PARTIES THAT SUCH ASSIGNMENT, TRANSFER
 OF CONTROL OR MERGER 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 OF CONTROL
 OR MERGER OF ANY RIGHT OR FRANCHISE TO OPERATE ANY PART OF  A  TELEPHONE
 OR  CABLE  CORPORATION'S  SYSTEM,  OR TO A CONTRACT FOR THE OPERATION OF
 SUCH ENTITY'S SYSTEM, UNLESS IT SHALL HAVE BEEN  SHOWN  BY  THE  PARTIES
 THAT  SUCH ASSIGNMENT, TRANSFER OF CONTROL, MERGER OR CONTRACT IS IN THE
 PUBLIC INTEREST.
   2. BEFORE CONSENTING TO THE ASSIGNMENT, TRANSFER OF CONTROL OR  MERGER
 OF  ANY  TELEPHONE  CORPORATION, CABLE CORPORATION, OR COMBINATION TELE-
 PHONE 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 AFFECTED SUBSCRIBERS.
   (B) MAINTAINS OR IMPROVES THE SERVICE QUALITY STANDARDS THE COMMISSION
 HAS  ESTABLISHED  FOR  THE  AFFECTED 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 WHEN A TELEPHONE CORPORATION, CABLE
 CORPORATION, OR COMBINATION TELEPHONE AND  CABLE  CORPORATION  FAILS  TO
 COMPLY  WITH  ANY  CONDITIONS  OR  COMMITMENTS MADE TO THE COMMISSION IN
 ORDER TO OBTAIN COMMISSION CONSENT.  THE COMMISSION SHALL BE  AUTHORIZED
 TO  COMPEL  PERFORMANCE, ISSUE PENALTIES 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
 CORPORATION,  CABLE  CORPORATION,  OR  COMBINATION  TELEPHONE  AND CABLE
 CORPORATION'S INFRASTRUCTURE AS A BENEFIT RECEIVED BY SUBSCRIBERS.
   (J) CREATES A PROGRAM TO PROVIDE SERVICES TO  LOW-INCOME  SUBSCRIBERS,
 WHO  SHALL  INCLUDE  BUT NOT BE LIMITED TO FAMILIES PARTICIPATING IN THE
 NATIONAL SCHOOL LUNCH PROGRAM,  CITIZENS  RECEIVING  BENEFITS  FROM  THE
 SUPPLEMENTAL  SECURITY  INCOME  ASSISTANCE  PROGRAM, PARTICIPANTS IN THE

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 HOME ENERGY ASSISTANCE PROGRAM, AND PARTICIPANTS RECEIVING THE  LIFELINE
 DISCOUNT ON AN ELIGIBLE TELECOMMUNICATIONS SERVICE, AT REASONABLE RATES.
   3.  WHEN  REVIEWING  AN  ASSIGNMENT,  TRANSFER  OF  CONTROL  OR MERGER
 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 ASSIGNMENT, TRANSFER OF
 CONTROL OR MERGER 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.
   (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.
   11. THE COMMISSION SHALL ISSUE A WRITTEN "FINDING OF FACT" AS  TO  ALL
 OF  THE  FINDINGS  REQUIRED  IN  SUBDIVISION TWO OF THIS SECTION, AND IT
 SHALL INCLUDE BUT NOT BE 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

 A. 10061                            4

   (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  AT
 LEAST THIRTY DAYS PRIOR TO THE COMMISSION ISSUING A CONSENT ORDER PURSU-
 ANT  TO  SUBDIVISION  ONE  OF  THIS  SECTION  AND SHALL BE 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 BY THE PUBLIC SERVICE COMMISSION REQUIRED BY THIS CHAPTER  UNLESS
 OTHERWISE DEEMED BY THE COMMISSION.
   (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 OF THE PUBLIC SERVICE COMMISSION REQUIRED BY
 ANY OTHER SECTION OF THIS CHAPTER UNLESS OTHERWISE DEEMED BY THE COMMIS-
 SION.
   13.  THE  COMMISSION SHALL COMPLY WITH THE REQUIREMENTS ESTABLISHED IN
 THIS SECTION TO THE FULLEST PRACTICABLE EXTENT. IF ANY OF  THE  REQUIRE-
 MENTS CONFLICT WITH THE REQUIREMENTS OR SCHEDULE SET FORTH BY THE FEDER-
 AL COMMUNICATIONS COMMISSION, THE COMMISSION MAY MODIFY THE REQUIREMENTS
 TO ACHIEVE COMPLIANCE.
   § 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.
   § 3. This act shall take effect immediately.