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:
    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    S  250.  DEFINITIONS. THE WORDS AND PHRASES USED IN THIS ARTICLE SHALL
   10  HAVE THE FOLLOWING MEANINGS UNLESS A DIFFERENT MEANING  CLEARLY  APPEARS
   11  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    1.  "CABLE  CORPORATION"  SHALL  MEAN  ANY PERSON OWNING, CONTROLLING,
    2  OPERATING, MANAGING OR LEASING ONE  OR  MORE  CABLE  TELEVISION  SYSTEMS
    3  WITHIN THE STATE.
    4    2.  "CABLE SYSTEM" SHALL HAVE THE SAME MEANING AS SET FORTH IN SECTION
    5  TWO HUNDRED TWELVE OF THIS CHAPTER.
    6    3. "COMBINATION TELEPHONE AND CABLE CORPORATION" SHALL MEAN ANY  TELE-
    7  PHONE  CORPORATION  OPERATING  IN NEW YORK UNDER COMMON OWNERSHIP WITH A
    8  CABLE CORPORATION OPERATING IN NEW YORK OR ANY CABLE CORPORATION OPERAT-
    9  ING IN NEW YORK UNDER COMMON  OWNERSHIP  WITH  A  TELEPHONE  CORPORATION
   10  OPERATING IN NEW YORK, OR ANY SUCCESSOR OF EITHER CORPORATION.
   11    S 251. MERGERS OR ACQUISITIONS. 1. (A) NO TELEPHONE CORPORATION, CABLE
   12  CORPORATION,  OR  COMBINATION  TELEPHONE  AND CABLE CORPORATION THAT HAS
   13  GROSS ANNUAL REVENUES EXCEEDING TWO HUNDRED MILLION DOLLARS SHALL TRANS-
   14  FER, LEASE OR MERGE ITS STOCK, WORKS, FRANCHISE OR SYSTEM OR ANY PART OF
   15  SUCH WORKS OR SYSTEM TO ANY OTHER PERSON OR CORPORATION THAT  HAS  GROSS
   16  ANNUAL  REVENUES EXCEEDING TWO HUNDRED MILLION DOLLARS WITHOUT THE WRIT-
   17  TEN CONSENT OF THE COMMISSION.
   18    (B) NOTWITHSTANDING ANY OTHER SECTION OF LAW, NO CONSENT, AS  REQUIRED
   19  BY  PARAGRAPH  (A) OF THIS SUBDIVISION, SHALL BE GIVEN BY THE COMMISSION
   20  TO THE ASSIGNMENT, TRANSFER, MERGER OR LEASE OF ANY RIGHT  OR  FRANCHISE
   21  TO  OPERATE  A  TELEPHONE  LINE OR ANY CABLE TELEVISION SYSTEM UNLESS IT
   22  SHALL HAVE BEEN SHOWN BY THE PARTIES THAT SUCH ASSIGNMENT, TRANSFER,  OR
   23  LEASE IS IN THE PUBLIC INTEREST.
   24    (C)  NO  CONSENT,  AS  REQUIRED  BY PARAGRAPH (A) OF THIS SUBDIVISION,
   25  SHALL BE GIVEN BY THE COMMISSION TO THE ASSIGNMENT, TRANSFER, MERGER  OR
   26  LEASE  OF  ANY  RIGHT OR FRANCHISE TO OPERATE ANY PART OF A TELEPHONE OR
   27  CABLE CORPORATION'S WORKS OR SYSTEM, OR TO A CONTRACT FOR THE  OPERATION
   28  OF SUCH ENTITY'S WORKS OR SYSTEM, UNLESS IT SHALL HAVE BEEN SHOWN BY THE
   29  PARTIES  THAT  SUCH ASSIGNMENT, TRANSFER, OR LEASE OR CONTRACT IS IN THE
   30  PUBLIC INTEREST.
   31    2. BEFORE CONSENTING TO THE MERGER, ACQUISITION, ASSIGNMENT, LEASE, OR
   32  TRANSFER OF CONTROL OF ANY TELEPHONE CORPORATION, CABLE CORPORATION,  OR
   33  COMBINATION  TELEPHONE AND CABLE CORPORATION PURSUANT TO SUBDIVISION ONE
   34  OF THIS SECTION THE COMMISSION SHALL FIND THAT THE PROPOSAL DOES ALL  OF
   35  THE FOLLOWING:
   36    (A) PROVIDES PUBLIC INTEREST BENEFITS TO THE EFFECTED SUBSCRIBERS.
   37    (B) MAINTAINS OR IMPROVES THE SERVICE QUALITY STANDARDS THE COMMISSION
   38  HAS  ESTABLISHED  FOR  THE  EFFECTED TELEPHONE CORPORATION, CABLE CORPO-
   39  RATION, OR COMBINATION TELEPHONE AND CABLE CORPORATION.
   40    (C) MAINTAINS OR IMPROVES THE FINANCIAL  CONDITION  OF  THE  RESULTING
   41  TELEPHONE  CORPORATION,  CABLE CORPORATION, OR COMBINATION TELEPHONE AND
   42  CABLE CORPORATION DOING BUSINESS IN THE STATE.
   43    (D) MAINTAINS OR IMPROVES  THE  TELEPHONE  CORPORATION,  CABLE  CORPO-
   44  RATION, OR COMBINATION TELEPHONE AND CABLE CORPORATION SERVICE OFFERINGS
   45  TO SUBSCRIBERS IN THE STATE.
   46    (E)  MAINTAINS  OR IMPROVES THE QUALITY OF MANAGEMENT OF THE RESULTING
   47  TELEPHONE CORPORATION, CABLE CORPORATION, OR COMBINATION  TELEPHONE  AND
   48  CABLE CORPORATION DOING BUSINESS IN THE STATE.
   49    (F)  IS  FAIR  AND REASONABLE TO AFFECTED TELEPHONE CORPORATION, CABLE
   50  CORPORATION, OR COMBINATION TELEPHONE AND CABLE  CORPORATION  EMPLOYEES,
   51  INCLUDING BOTH UNION AND NONUNION EMPLOYEES.
   52    (G) DOES NOT ADVERSELY AFFECT COMPETITION IN THE MARKETPLACE FOR TELE-
   53  PHONE OR CABLE SERVICES.
   54    (H)  CREATES  ENFORCEMENT MEASURES SO THAT IF POST-CONSENT A TELEPHONE
   55  CORPORATION, CABLE  CORPORATION,  OR  COMBINATION  TELEPHONE  AND  CABLE
   56  CORPORATION FAILS TO COMPLY WITH ANY CONDITION OR COMMITMENT MADE TO THE
       A. 1223--A                          3
    1  COMMISSION  IN  ORDER TO OBTAIN COMMISSION CONSENT, THE COMMISSION SHALL
    2  BE AUTHORIZED TO COMPEL PERFORMANCE  OR  ORDER  IMPLEMENTATION  OF  SUCH
    3  CONDITIONS OR COMMITMENTS.
    4    (I)  EQUITABLY  ALLOCATES  THE  FORECASTED  POSITIVE  BENEFITS  OF THE
    5  PROPOSAL BETWEEN SHAREHOLDERS AND SUBSCRIBERS, INCLUDING BUT NOT LIMITED
    6  TO, THE FORECASTED ECONOMIC BENEFITS. SUBSCRIBERS SHALL RECEIVE NOT LESS
    7  THAN FIFTY PERCENT OF SUCH FORECASTED POSITIVE BENEFITS. FOR THE PURPOSE
    8  OF ALLOCATING THE FORECASTED POSITIVE BENEFITS OF THE  PROPOSAL  BETWEEN
    9  SHAREHOLDERS AND SUBSCRIBERS, THE COMMISSION MAY DEEM, INCLUDING BUT NOT
   10  LIMITED  TO,  REINVESTMENT OF THE FORECASTED BENEFITS INTO THE TELEPHONE
   11  CORPORATION, CABLE  CORPORATION,  OR  COMBINATION  TELEPHONE  AND  CABLE
   12  CORPORATION'S INFRASTRUCTURE AS A BENEFIT RECEIVED BY SUBSCRIBERS.
   13    3.  WHEN  REVIEWING  A  MERGER,  ACQUISITION,  OR  TRANSFER OF CONTROL
   14  PROPOSAL, AS SET FORTH IN SUBDIVISION ONE OF THIS SECTION,  THE  COMMIS-
   15  SION  SHALL  CONSIDER  REASONABLE  ALTERNATIVES  OR MODIFICATIONS TO THE
   16  PROPOSAL AS RECOMMENDED BY OTHER PARTIES TO DETERMINE WHETHER OR NOT THE
   17  PROPOSAL IS IN THE PUBLIC INTEREST.
   18    4. THE PERSON OR CORPORATION SEEKING ACQUISITION OR CONTROL OF A TELE-
   19  PHONE CORPORATION, CABLE CORPORATION, OR COMBINATION TELEPHONE AND CABLE
   20  CORPORATION SHALL HAVE BEFORE THE COMMISSION THE BURDEN OF PROVING BY  A
   21  PREPONDERANCE  OF  THE EVIDENCE THAT THE REQUIREMENTS OF SUBDIVISION TWO
   22  OF THIS SECTION ARE SATISFIED.
   23    5. IN DETERMINING WHETHER OR NOT AN ACQUISITION OF A TELEPHONE  CORPO-
   24  RATION,  CABLE  CORPORATION,  OR  COMBINATION TELEPHONE AND CABLE CORPO-
   25  RATION HAS THE GROSS ANNUAL REVENUES EXCEEDING THE AMOUNT  SPECIFIED  IN
   26  SUBDIVISION TWO OF THIS SECTION, THE REVENUES OF THAT TELEPHONE OR CABLE
   27  CORPORATION'S  AFFILIATES  SHALL NOT BE CONSIDERED, UNLESS THE AFFILIATE
   28  IS TO BE UTILIZED FOR THE PURPOSE OF EFFECTING SUCH MERGER, ACQUISITION,
   29  OR CONTROL.
   30    6. PARAGRAPHS (A), (B), AND (C) OF SUBDIVISION  TWO  OF  THIS  SECTION
   31  SHALL NOT APPLY TO THE FORMATION OF A HOLDING COMPANY.
   32    7.  PARAGRAPHS  (A),  (B),  AND (C) OF SUBDIVISION TWO OF THIS SECTION
   33  SHALL NOT APPLY TO ACQUISITIONS OR CHANGES IN CONTROL THAT ARE  MANDATED
   34  BY EITHER THE COMMISSION OR THE LEGISLATURE.
   35    8.  WHEN  ISSUING  A  DECISION  ON  A PROPOSED MERGER, ACQUISITION, OR
   36  TRANSFER OF CONTROL PROPOSAL, AS REQUIRED BY  SUBDIVISION  ONE  OF  THIS
   37  SECTION, THE COMMISSION SHALL ISSUE A REPORT DETAILING HOW THAT DECISION
   38  WAS  REACHED WITHIN THIRTY DAYS OF ISSUING SUCH DECISION. IF THE COMMIS-
   39  SION GRANTS CONDITIONAL APPROVAL IN ITS DECISION, THE  DEPARTMENT  SHALL
   40  ISSUE  AN  ADDITIONAL  REPORT WITHIN ONE YEAR AFTER GRANTING SUCH CONDI-
   41  TIONAL APPROVAL DETAILING THE CORPORATION'S COMPLIANCE WITH SUCH  CONDI-
   42  TIONS OR COMMITMENTS. NOTHING IN THIS SECTION SHALL PRECLUDE THE DEPART-
   43  MENT FROM ISSUING ADDITIONAL REPORTS ON THE CORPORATION'S COMPLIANCE.
   44    9.  (A)  ANY  CONSENT  REQUIRED BY PARAGRAPH (A) OF SUBDIVISION ONE OF
   45  THIS SECTION SHALL ONLY BE PROVIDED  BY  THE  COMMISSION  AFTER  A  FULL
   46  EVIDENTIARY  HEARING WHICH SHALL INCLUDE THE STATE ATTORNEY GENERAL AS A
   47  PARTY TO THE PROCEEDING.
   48    (B) SUCH FULL EVIDENTIARY HEARING SHALL BE LIVE STREAMED ON THE INTER-
   49  NET AND ARCHIVED ON THE DEPARTMENT WEBSITE FOR PUBLIC VIEWING.
   50    10. (A) ANY CONSENT REQUIRED BY PARAGRAPH (A) OF  SUBDIVISION  ONE  OF
   51  THIS SECTION SHALL ONLY BE ISSUED BY THE COMMISSION AFTER A PUBLIC HEAR-
   52  ING WHERE MEMBERS OF THE PUBLIC MAY PROVIDE THE COMMISSION OR ITS DESIG-
   53  NEE WITH COMMENTS ON THE PROPOSAL.
   54    (B)  THE  COMMISSION SHALL ANNOUNCE THE PUBLIC HEARING AT LEAST THIRTY
   55  DAYS BEFORE THE DATE OF THE PUBLIC HEARING AND SHALL PUBLISH SUCH NOTICE
   56  ON ITS WEBSITE AT LEAST THIRTY DAYS BEFORE THE PUBLIC HEARING.
       A. 1223--A                          4
    1    (C) THE PUBLIC HEARING SHALL BE NO LESS THAN  FIFTEEN  DAYS  BEFORE  A
    2  CONSENT ON THE PROPOSAL IS ISSUED BY THE COMMISSION.
    3    (D)  THE  COMMISSION SHALL PUBLISH A REPORT ON THE PROPOSED PLAN WHICH
    4  SHALL BE POSTED AND ACCESSIBLE BY THE PUBLIC ON THE COMMISSION'S WEBSITE
    5  THIRTY DAYS PRIOR TO THE PUBLIC HEARING. SUCH A  REPORT  SHALL  DESCRIBE
    6  THE POTENTIAL BENEFITS AND DETRIMENTS OF THE PROPOSED PLAN.
    7    (E)  THE  COMMISSION SHALL SOLICIT AND COLLECT WRITTEN COMMENTS ON THE
    8  PROPOSAL FROM THE PUBLIC UPON THE ANNOUNCEMENT OF THE PUBLIC HEARING.
    9    11. THE COMMISSION SHALL ISSUE A WRITTEN "FINDING OF FACT" AS  TO  ALL
   10  OF  THE  ELEMENTS  REQUIRED  TO  BE  ANALYZED IN SUBDIVISION TWO OF THIS
   11  SECTION, INCLUDING BUT NOT LIMITED TO:
   12    (A) AN EXPLANATION OF HOW THE DEPARTMENT  DETERMINED  THE  "FORECASTED
   13  ECONOMIC  BENEFITS"  IN PARAGRAPH (I) OF SUBDIVISION TWO OF THIS SECTION
   14  AND SPECIFICALLY SET FORTH IN AN ITEMIZED  MANNER  HOW  SUBSCRIBERS  ARE
   15  INTENDED  TO  RECEIVE  NOT  LESS  THAN  FIFTY PERCENT OF SUCH FORECASTED
   16  ECONOMIC BENEFITS, AND
   17    (B) A RATIONALE AS TO WHY THE COMMISSION HAS CONSENTED TO THE  PARTIC-
   18  ULAR  DISTRIBUTION  OF  SUCH  FORECASTED  ECONOMIC  BENEFITS BETWEEN THE
   19  SUBSCRIBERS AND SHAREHOLDERS.   SUCH FINDING OF  FACT  SHALL  BE  ISSUED
   20  WITHIN THIRTY DAYS OF THE COMMISSION ISSUING A CONSENT ORDER PURSUANT TO
   21  SUBDIVISION ONE OF THIS SECTION AND POSTED ON THE COMMISSION'S WEBSITE.
   22    12.  (A)  ANY  REVIEW OF A MERGER OR ACQUISITION BY THE PUBLIC SERVICE
   23  COMMISSION PURSUANT TO THIS SECTION SHALL BE IN ADDITION  TO  ANY  OTHER
   24  REVIEW  REQUIRED  BY THIS CHAPTER, INCLUDING BUT NOT LIMITED TO ARTICLES
   25  FIVE AND ELEVEN OF THIS CHAPTER.
   26    (B) ANY CONSENT OR APPROVAL OF A MERGER OR ACQUISITION BY  THE  PUBLIC
   27  SERVICE  COMMISSION ISSUED PURSUANT TO THIS SECTION SHALL NOT BE CONSID-
   28  ERED AN APPROVAL OR CONSENT REQUIRED BY ANY OTHER SECTION OF THIS  CHAP-
   29  TER, INCLUDING BUT NOT LIMITED TO ARTICLES FIVE AND ELEVEN OF THIS CHAP-
   30  TER, UNLESS OTHERWISE DEEMED BY THE COMMISSION.
   31    S 2. Severability clause. If any clause, sentence, paragraph, subdivi-
   32  sion,  section  or  part  of  this act shall be adjudged by any court of
   33  competent jurisdiction to be invalid, such judgment  shall  not  affect,
   34  impair,  or  invalidate  the remainder thereof, but shall be confined in
   35  its operation to the clause, sentence, paragraph,  subdivision,  section
   36  or part thereof directly involved in the controversy in which such judg-
   37  ment shall have been rendered. It is hereby declared to be the intent of
   38  the  legislature  that  this  act  would  have been enacted even if such
   39  invalid provisions had not been included herein.
   40    S 3. This act shall take effect immediately.