Sec. 16-47. Holding companies. Approval of department re exercise of control. Investigation and hearing. Annual reports. Injunctive relief. - Connecticut Statutes

      Sec. 16-47. Holding companies. Approval of department re exercise of control. Investigation and hearing. Annual reports. Injunctive relief. (a) As used in this section, "holding company" means any corporation, association, partnership, trust or similar organization, or person which, either alone or in conjunction and pursuant to an arrangement or understanding with one or more other corporations, associations, partnerships, trusts or similar organizations, or persons, directly or indirectly, controls a gas, electric, electric distribution, water, telephone or community antenna television company. As used in this section, "control" means the possession of the power to direct or cause the direction of the management and policies of a gas, electric, electric distribution, water, telephone or community antenna television company or a holding company, whether through the ownership of its voting securities, the ability to effect a change in the composition of its board of directors or otherwise, provided, control shall not be deemed to arise solely from a revocable proxy or consent given to a person in response to a public proxy or consent solicitation made pursuant to and in accordance with the applicable rules and regulations of the Securities Exchange Act of 1934 unless a participant in said solicitation has announced an intention to effect a merger or consolidation with, reorganization, or other business combination or extraordinary transaction involving the gas, electric, electric distribution, water, telephone or community antenna television company or the holding company. Control shall be presumed to exist if a person directly or indirectly owns ten per cent or more of the voting securities of a gas, electric, electric distribution, water, telephone or community antenna television company or a holding company, provided the department may determine, after conducting a hearing, that said presumption of control has been rebutted by a showing that such ownership does not in fact confer control.

      (b) No gas, electric, electric distribution, water, telephone or community antenna television company, or holding company, or any official, board or commission purporting to act under any governmental authority other than that of this state or of its divisions, municipal corporations or courts, shall interfere or attempt to interfere with or, directly or indirectly, exercise or attempt to exercise authority or control over any gas, electric, electric distribution, water, telephone or community antenna television company engaged in the business of supplying service within this state, or with or over any holding company doing the principal part of its business within this state, without first making written application to and obtaining the approval of the Department of Public Utility Control, except as the United States may properly regulate actual transactions in interstate commerce.

      (c) No corporation, association, partnership, trust or similar organization, or person shall take any action that causes it to become a holding company with control over a gas, electric, electric distribution, water, telephone or community antenna television company engaged in the business of supplying service within this state, or acquire, directly or indirectly, control over such a holding company, or take any action that would if successful cause it to become or to acquire control over such a holding company, without first making written application to and obtaining the approval of the department. Any such corporation, association, partnership, trust or similar organization, or person applying to the department for such approval shall pay the reasonable expenses incurred by the department in carrying out its duties under this subsection, and accordingly, shall deposit with the department a bond, executed by a surety company authorized to do business in this state, in the amount of fifty thousand dollars, conditioned to indemnify the department for such expenses.

      (d) The Department of Public Utility Control shall investigate and hold a public hearing on the question of granting its approval with respect to any application made under subsection (b) or (c) of this section and thereafter may approve or disapprove any such application in whole or in part and upon such terms and conditions as it deems necessary or appropriate. In connection with its investigation, the department may request the views of the gas, electric, electric distribution, water, telephone or community antenna television company or holding company which is the subject of the application with respect to the proposed acquisition. After the filing of an application satisfying the requirements of such regulations as the department may adopt in accordance with the provisions of chapter 54, but not later than thirty business days after the filing of such application, the department shall give prompt notice of the public hearing to the person required to file the application and to the subject company or holding company. Such hearing shall be commenced as promptly as practicable after the filing of the application, but not later than thirty business days after the filing, and the department shall make its determination as soon as practicable, but not later than one hundred twenty days after the filing of the application unless the person required to file the application agrees to an extension of time. The department may, in its discretion, grant the subject company or holding company the opportunity to participate in the hearing by presenting evidence and oral and written argument. If the department fails to give notice of its determination to hold a hearing, commence the hearing, or render its determination after the hearing within the time limits specified in this subdivision, the proposed acquisition shall be deemed approved. In each proceeding on a written application submitted under said subsection (b) or (c), the department shall, in a manner which treats all parties to the proceeding on an equal basis, take into consideration (1) the financial, technological and managerial suitability and responsibility of the applicant, (2) the ability of the gas, electric, electric distribution, water, telephone or community antenna television company or holding company which is the subject of the application to provide safe, adequate and reliable service to the public through the company's plant, equipment and manner of operation if the application were to be approved, and (3) for an application concerning a telephone company, the effect of approval on the location and accessibility of management and operations and on the proportion and number of state resident employees.

      (e) During any proceeding under subsection (b) or (c) of this section, the department may order any party to such proceeding and the officers, directors, employees and agents of such party to refrain for a specific time period from communicating, directly or indirectly, with the record and beneficial owners of securities of the gas, electric, electric distribution, water, telephone or community antenna television company or holding company which is the subject of such proceedings, in regard to the matters submitted to the department for its approval under said subsection (b) or (c). If the department issues such an order, it shall also order all other parties to the proceeding and the officers, directors, employees and agents of such parties to refrain for the same time period from communicating, directly or indirectly, with such record and beneficial owners of such securities, in regard to such matters. No order issued pursuant to this subsection shall prohibit any party from complying with disclosure and reporting obligations under any other provision of the general statutes or under federal law.

      (f) Each holding company shall, not later than three months after the close of its fiscal year, annually, file with the department a copy of its annual report to stockholders for such fiscal year. If the holding company does not print such an annual report, it shall file instead, not later than the same date, a comprehensive audit and report of its accounts and operations prepared by an independent public accounting firm approved by the department. The provisions of this subsection shall not apply to any holding company in the form of a person.

      (g) Any action contrary to the provisions of subsections (b) or (c) of this section shall be voidable on order of the department.

      (h) Whenever any corporation, association, partnership, trust or similar organization, or person takes or engages in any action which may or would violate subsection (b) or (c) of this section or any order adopted pursuant to said subsection (b) or (c), the Superior Court, upon application of the department or any holding company or gas, electric, electric distribution, water, telephone or community antenna television company affected by such action, may enjoin any such corporation, association, partnership, trust or similar organization, or person from continuing or doing any act in violation of said subsection (b) or (c) or may otherwise enforce compliance with said subsection (b) or (c), including but not limited to, the reinstatement of authority or control over the holding company or gas, electric, electric distribution, water, telephone or community antenna television company or holding company to those persons who exercised authority or control over such company before such action.

      (i) The provisions of this section shall not be construed to require any person to make written application to or obtain the approval of the department with respect to any telephone company or holding company of a telephone company over which such person exercises authority or control or operates as a holding company on June 30, 1987.

      (1949 Rev., S. 5438; P.A. 75-486, S. 1, 69; P.A. 77-614, S. 162, 610; P.A. 80-482, S. 80, 348; P.A. 82-252, S. 4, 6; 82-472, S. 176, 183; P.A. 85-549, S. 1, 3; P.A. 86-40, S. 1, 2; P.A. 87-446, S. 1, 3; P.A. 94-74, S. 10, 11; P.A. 98-28, S. 98, 117.)

      History: P.A. 75-486 replaced public utilities commission with public utilities control authority; P.A. 77-614 replaced public utilities control authority with division of public utility control within the department of business regulation, effective January 1, 1979; P.A. 80-482 made division an independent department and deleted reference to abolished department of business regulation; P.A. 82-252 divided section into Subsecs., included trusts and similar organizations in definition of "holding company", applied section provisions to community antenna television companies, added Subsecs. (c), (d) and (f), respectively prohibiting any corporation, association, trust or similar organization, or person from taking action to become a holding company without department approval, requiring holding companies to file annual reports and authorizing injunctive relief for violations of Subsec. (c); P.A. 82-472 made a technical change in Subsecs. (a) and (c) by clarifying that partnerships are included in the definition of "holding company"; P.A. 85-549 amended Subsecs. (b) and (c) to eliminate provisions limiting protection under said Subsecs. to companies incorporated by this state, added new Subsec. (d) re time limit on department approval or disapproval of application and added new Subsec. (e) re department orders restricting communications with owners of securities of company which is subject to proceedings, relettered former Subsecs. (d), (e) and (f) as (f), (g) and (h), respectively, and applied provisions of Subsec. (h) to violations of Subsec. (b); P.A. 86-40 added provisions in Subsec. (d) re department considerations in proceedings on written applications; P.A. 87-446 made section applicable to telephone companies, added definition of "control" and provisions re presumption of control, made technical changes re application and approval process, and added Subsec. (i); P.A. 94-74 amended Subsec. (d) by requiring investigation and hearing, changing hearing notice deadline from 20 to 30 days, hearing commencement deadline from 20 to 30 days and determination deadline from 90 to 120 days, adding "financial, technological and managerial" to Subdiv. (1), and adding Subdiv. (3) re applications concerning a telephone company, effective July 1, 1994; P.A. 98-28 added electric distribution companies, effective July 1, 1998.

      See Sec. 16-11 re powers of Public Utility Control Department generally.

      Commission's approval of a transfer which in time might result in an allocation of water outside of franchise area upheld. 146 C. 1.