Bill Text: NY A10778 | 2019-2020 | General Assembly | Introduced
Bill Title: Creates standards by which the public service commission reviews and approves a merger or acquisition between telephone corporations, cable corporations and combination telephone and cable corporations.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2020-07-09 - referred to corporations, authorities and commissions [A10778 Detail]
Download: New_York-2019-A10778-Introduced.html
STATE OF NEW YORK ________________________________________________________________________ 10778 IN ASSEMBLY July 9, 2020 ___________ Introduced by COMMITTEE ON RULES -- (at request of M. of A. Paulin) -- read once and referred to the Committee on Corporations, Authorities and Commissions 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: 1 Section 1. The public service law is amended by adding a new article 2 12 to read as follows: 3 ARTICLE 12 4 PROVISIONS RELATING TO TELEPHONE CORPORATIONS, CABLE 5 CORPORATIONS, AND COMBINATION TELEPHONE AND CABLE 6 CORPORATIONS 7 Section 250. Definitions. 8 251. Mergers or acquisitions. 9 § 250. Definitions. The words and phrases used in this article shall 10 have the following meanings: 11 1. "Cable corporation" shall mean any person owning, controlling, 12 operating, managing or leasing one or more cable television systems 13 within the state. 14 2. "Cable system" shall have the same meaning as set forth in section 15 two hundred twelve of this chapter. 16 3. "Combination telephone and cable corporation" shall mean any tele- 17 phone corporation operating in New York under common ownership with a 18 cable corporation operating in New York or any cable corporation operat- 19 ing in New York under common ownership with a telephone corporation 20 operating in New York, or any successor of either corporation. 21 § 251. Mergers or acquisitions. 1. (a) No telephone corporation, cable 22 corporation, or combination telephone and cable corporation that has 23 gross annual revenues exceeding one hundred million dollars shall 24 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. LBD00833-01-9A. 10778 2 1 any part of such system to any other person or corporation without the 2 written consent of the commission. 3 (b) Notwithstanding any other section of law, no consent, as required 4 by paragraph (a) of this subdivision, shall be given by the commission 5 to the assignment, transfer of control or merger of any right or fran- 6 chise to operate a telephone line or any cable television system unless 7 it shall have been shown by the parties that such assignment, transfer 8 of control or merger is in the public interest. 9 (c) No consent, as required by paragraph (a) of this subdivision, 10 shall be given by the commission to the assignment, transfer of control 11 or merger of any right or franchise to operate any part of a telephone 12 or cable corporation's system, or to a contract for the operation of 13 such entity's system, unless it shall have been shown by the parties 14 that such assignment, transfer of control, merger or contract is in the 15 public interest. 16 2. Before consenting to the assignment, transfer of control or merger 17 of any telephone corporation, cable corporation, or combination tele- 18 phone and cable corporation pursuant to subdivision one of this section 19 the commission shall find that the proposal does all of the following: 20 (a) Provides public interest benefits to the affected subscribers. 21 (b) Maintains or improves the service quality standards the commission 22 has established for the affected telephone corporation, cable corpo- 23 ration, or combination telephone and cable corporation. 24 (c) Maintains or improves the financial condition of the resulting 25 telephone corporation, cable corporation, or combination telephone and 26 cable corporation doing business in the state. 27 (d) Maintains or improves the telephone corporation, cable corpo- 28 ration, or combination telephone and cable corporation service offerings 29 to subscribers in the state. 30 (e) Maintains or improves the quality of management of the resulting 31 telephone corporation, cable corporation, or combination telephone and 32 cable corporation doing business in the state. 33 (f) Is fair and reasonable to affected telephone corporation, cable 34 corporation, or combination telephone and cable corporation employees, 35 including both union and nonunion employees. 36 (g) Does not adversely affect competition in the marketplace for tele- 37 phone or cable services. 38 (h) Creates enforcement measures when a telephone corporation, cable 39 corporation, or combination telephone and cable corporation fails to 40 comply with any conditions or commitments made to the commission in 41 order to obtain commission consent. The commission shall be authorized 42 to compel performance, issue penalties or order implementation of such 43 conditions or commitments. 44 (i) Equitably allocates the forecasted positive benefits of the 45 proposal between shareholders and subscribers, including but not limited 46 to, the forecasted economic benefits. Subscribers shall receive not less 47 than fifty percent of such forecasted positive benefits. For the purpose 48 of allocating the forecasted positive benefits of the proposal between 49 shareholders and subscribers, the commission may deem, including but not 50 limited to, reinvestment of the forecasted benefits into the telephone 51 corporation, cable corporation, or combination telephone and cable 52 corporation's infrastructure as a benefit received by subscribers. 53 (j) Creates a program to provide services to low-income subscribers, 54 who shall include but not be limited to families participating in the 55 national school lunch program, citizens receiving benefits from the 56 supplemental security income assistance program, participants in theA. 10778 3 1 home energy assistance program, and participants receiving the lifeline 2 discount on an eligible telecommunications service, at reasonable rates. 3 3. When reviewing an assignment, transfer of control or merger 4 proposal, as set forth in subdivision one of this section, the commis- 5 sion shall consider reasonable alternatives or modifications to the 6 proposal as recommended by other parties to determine whether or not the 7 proposal is in the public interest. 8 4. The person or corporation seeking acquisition or control of a tele- 9 phone corporation, cable corporation, or combination telephone and cable 10 corporation shall have before the commission the burden of proving by a 11 preponderance of the evidence that the requirements of subdivision two 12 of this section are satisfied. 13 5. In determining whether or not an acquisition of a telephone corpo- 14 ration, cable corporation, or combination telephone and cable corpo- 15 ration has the gross annual revenues exceeding the amount specified in 16 subdivision two of this section, the revenues of that telephone or cable 17 corporation's affiliates shall not be considered, unless the affiliate 18 is to be utilized for the purpose of effecting such merger, acquisition, 19 or control. 20 6. Paragraphs (a), (b), and (c) of subdivision two of this section 21 shall not apply to the formation of a holding company. 22 7. Paragraphs (a), (b), and (c) of subdivision two of this section 23 shall not apply to acquisitions or changes in control that are mandated 24 by either the commission or the legislature. 25 8. When issuing a decision on a proposed assignment, transfer of 26 control or merger proposal, as required by subdivision one of this 27 section, the commission shall issue a report detailing how that decision 28 was reached within thirty days of issuing such decision. If the commis- 29 sion grants conditional approval in its decision, the department shall 30 issue an additional report within one year after granting such condi- 31 tional approval detailing the corporation's compliance with such condi- 32 tions or commitments. Nothing in this section shall preclude the depart- 33 ment from issuing additional reports on the corporation's compliance. 34 9. (a) Any consent required by paragraph (a) of subdivision one of 35 this section shall only be provided by the commission after a full 36 evidentiary hearing. 37 (b) Such full evidentiary hearing shall be live streamed on the inter- 38 net and archived on the department website for public viewing. 39 10. (a) Any consent required by paragraph (a) of subdivision one of 40 this section shall only be issued by the commission after a public hear- 41 ing where members of the public may provide the commission or its desig- 42 nee with comments on the proposal. 43 (b) The commission shall announce the public hearing at least thirty 44 days before the date of the public hearing and shall publish such notice 45 on its website at least thirty days before the public hearing. 46 (c) The public hearing shall be no less than fifteen days before a 47 consent on the proposal is issued by the commission. 48 11. The commission shall issue a written "finding of fact" as to all 49 of the findings required in subdivision two of this section, and it 50 shall include but not be limited to: 51 (a) an explanation of how the department determined the "forecasted 52 economic benefits" in paragraph (i) of subdivision two of this section 53 and specifically set forth in an itemized manner how subscribers are 54 intended to receive not less than fifty percent of such forecasted 55 economic benefits, andA. 10778 4 1 (b) a rationale as to why the commission has consented to the partic- 2 ular distribution of such forecasted economic benefits between the 3 subscribers and shareholders. Such finding of fact shall be issued at 4 least thirty days prior to the commission issuing a consent order pursu- 5 ant to subdivision one of this section and shall be posted on the 6 commission's website. 7 12. (a) Any review of a merger or acquisition by the public service 8 commission pursuant to this section shall be in addition to any other 9 review by the public service commission required by this chapter unless 10 otherwise deemed by the commission. 11 (b) Any consent or approval of a merger or acquisition by the public 12 service commission issued pursuant to this section shall not be consid- 13 ered an approval or consent of the public service commission required by 14 any other section of this chapter unless otherwise deemed by the commis- 15 sion. 16 13. The commission shall comply with the requirements established in 17 this section to the fullest practicable extent. If any of the require- 18 ments conflict with the requirements or schedule set forth by the feder- 19 al communications commission, the commission may modify the requirements 20 to achieve compliance. 21 § 2. Severability clause. If any clause, sentence, paragraph, subdivi- 22 sion, section or part of this act shall be adjudged by any court of 23 competent jurisdiction to be invalid, such judgment shall not affect, 24 impair, or invalidate the remainder thereof, but shall be confined in 25 its operation to the clause, sentence, paragraph, subdivision, section 26 or part thereof directly involved in the controversy in which such judg- 27 ment shall have been rendered. It is hereby declared to be the intent of 28 the legislature that this act would have been enacted even if such 29 invalid provisions had not been included herein. 30 § 3. This act shall take effect immediately.
