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

                                  1223

                       2015-2016 Regular Sessions

                          I N  A S S E M B L Y

                             January 8, 2015
                               ___________

Introduced  by  M.  of  A. BRENNAN, PRETLOW, KAVANAGH, GUNTHER, LUPARDO,
  COLTON, ENGLEBRIGHT, LIFTON, CAHILL, ROBINSON,  MAGNARELLI,  ABINANTI,
  BENEDETTO, GOLDFEDER, JAFFEE, PAULIN -- Multi-Sponsored by -- M. of A.
  CRESPO,   CYMBROWITZ,  DenDEKKER,  GALEF,  GLICK,  GOTTFRIED,  HOOPER,
  MARKEY,  McDONOUGH,  PEOPLES-STOKES,  PERRY,  RAIA,  RAMOS,   SCHIMEL,
  THIELE,  TITONE  --  read once and referred to the Committee on Corpo-
  rations, Authorities and Commissions

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

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

A. 1223                             2

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
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.

A. 1223                             3

  (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.
  (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,

A. 1223                             4

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
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

A. 1223                             5

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
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
________________________________________________________________________

                                 1223--A

                       2015-2016 Regular Sessions

                          I N  A S S E M B L Y

                             January 8, 2015
                               ___________

Introduced  by  M.  of  A. BRENNAN, PRETLOW, KAVANAGH, GUNTHER, LUPARDO,
  COLTON, ENGLEBRIGHT, LIFTON, CAHILL, ROBINSON,  MAGNARELLI,  ABINANTI,
  BENEDETTO,  GOLDFEDER,  JAFFEE,  PAULIN, ABBATE, ORTIZ, STIRPE, ROSEN-
  THAL,  MILLER,  WEPRIN,  SKOUFIS,  BARRETT,  STECK,  CLARK,  BRINDISI,
  SEPULVEDA,  DINOWITZ,  BROOK-KRASNY, SEAWRIGHT, OTIS, MAYER, SANTABAR-
  BARA -- Multi-Sponsored by --  M.  of  A.  BUCHWALD,  CRESPO,  CROUCH,
  CYMBROWITZ,   DenDEKKER,  GALEF,  GLICK,  GOTTFRIED,  HEVESI,  HOOPER,
  LENTOL,  LOPEZ,  LUPINACCI,  MARKEY,  McDONALD,   McDONOUGH,   MURRAY,
  PEOPLES-STOKES,  PERRY,  RAIA, RAMOS, SCHIMEL, SOLAGES, THIELE, TITONE
  -- read once and referred to the Committee on  Corporations,  Authori-
  ties  and  Commissions  -- 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:

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD02448-04-5

A. 1223--A                          2
              

  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.
  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

A. 1223--A                          3

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
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.

A. 1223--A                          4

  (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.
  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
________________________________________________________________________

                                 1223--B

                       2015-2016 Regular Sessions

                          I N  A S S E M B L Y

                             January 8, 2015
                               ___________

Introduced  by  M.  of  A. BRENNAN, PRETLOW, KAVANAGH, GUNTHER, LUPARDO,
  COLTON, ENGLEBRIGHT, LIFTON, CAHILL, ROBINSON,  MAGNARELLI,  ABINANTI,
  BENEDETTO,  GOLDFEDER,  JAFFEE,  PAULIN, ABBATE, ORTIZ, STIRPE, ROSEN-
  THAL,  MILLER,  WEPRIN,  SKOUFIS,  BARRETT,  STECK,  CLARK,  BRINDISI,
  SEPULVEDA,  DINOWITZ,  BROOK-KRASNY, SEAWRIGHT, OTIS, MAYER, SANTABAR-
  BARA -- Multi-Sponsored by --  M.  of  A.  BUCHWALD,  CRESPO,  CROUCH,
  CYMBROWITZ,   DenDEKKER,  GALEF,  GLICK,  GOTTFRIED,  HEVESI,  HOOPER,
  LENTOL,  LOPEZ,  LUPINACCI,  MARKEY,  McDONALD,   McDONOUGH,   MURRAY,
  PEOPLES-STOKES,  PERRY,  RAIA, RAMOS, SCHIMEL, SOLAGES, THIELE, TITONE
  -- read once and referred to the Committee on  Corporations,  Authori-
  ties  and  Commissions  -- committee discharged, bill amended, ordered
  reprinted as amended  and  recommitted  to  said  committee  --  again
  reported  from  said  committee  with amendments, 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:

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD02448-06-5
              

A. 1223--B                          2

  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.
  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

A. 1223--B                          3

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
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.

A. 1223--B                          4

  (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.
  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
________________________________________________________________________

                                 1223--C

                       2015-2016 Regular Sessions

                          I N  A S S E M B L Y

                             January 8, 2015
                               ___________

Introduced  by  M.  of  A. BRENNAN, PRETLOW, KAVANAGH, GUNTHER, LUPARDO,
  COLTON, ENGLEBRIGHT, LIFTON, CAHILL, ROBINSON,  MAGNARELLI,  ABINANTI,
  BENEDETTO,  GOLDFEDER,  JAFFEE,  PAULIN, ABBATE, ORTIZ, STIRPE, ROSEN-
  THAL,  MILLER,  WEPRIN,  SKOUFIS,  BARRETT,  STECK,  CLARK,  BRINDISI,
  SEPULVEDA,  DINOWITZ,  SEAWRIGHT,  OTIS,  MAYER, SANTABARBARA, ARROYO,
  RICHARDSON, FAHY, BICHOTTE, BARRON, DAVILA -- Multi-Sponsored by -- M.
  of A. BUCHWALD, CERETTO, CRESPO, CROUCH, CYMBROWITZ, DenDEKKER, GALEF,
  GLICK, GOTTFRIED, HEVESI, HOOPER, LENTOL,  LOPEZ,  LUPINACCI,  MARKEY,
  McDONALD,  McDONOUGH,  MOSLEY,  MURRAY,  PEOPLES-STOKES, PERRY, QUART,
  RAIA, RAMOS, SCHIMEL, SIMON, SIMOTAS, SOLAGES, THIELE, TITONE --  read
  once  and  referred  to the Committee on Corporations, Authorities and
  Commissions -- committee discharged, bill amended,  ordered  reprinted
  as  amended  and  recommitted to said committee -- again reported from
  said committee with  amendments,  ordered  reprinted  as  amended  and
  recommitted  to  said  committee  --  recommitted  to the Committee on
  Corporations, Authorities and Commissions in accordance with  Assembly
  Rule  3,  sec.  2  --  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.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD02448-08-6
              

A. 1223--C                          2

        251. MERGERS OR ACQUISITIONS.
  S  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.
  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
ASSIGN, TRANSFER CONTROL OF OR MERGE ITS STOCK, FRANCHISE OR  SYSTEM  OR
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 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 WHEN A TELEPHONE  CORPORATION,  CABLE
CORPORATION,  OR  COMBINATION  TELEPHONE  AND CABLE CORPORATION FAILS TO

A. 1223--C                          3

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
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.

A. 1223--C                          4

  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
  (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  REQUIRED  BY THIS CHAPTER UNLESS OTHERWISE DEEMED BY THE COMMIS-
SION.
  (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 UNLESS OTHERWISE DEEMED BY THE COMMISSION.
  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.
  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.