[ Search ] [ Legislation ]
[ Home ] [ Back ] [ Bottom ]
91_HB2202
LRB9103337JStm
1 AN ACT to amend the Public Utilities Act by adding
2 Section 7-109.
3 Be it enacted by the People of the State of Illinois,
4 represented in the General Assembly:
5 Section 5. The Public Utilities Act is amended by adding
6 Section 7-109 as follows:
7 (220 ILCS 5/7-109 new)
8 Sec. 7-109. Approval of merger.
9 (a) No person or corporation, whether or not organized
10 under the laws of this State, shall merge, acquire, or
11 control either directly or indirectly any public utility or
12 telecommunications carrier organized and doing business in
13 this State without first securing authorization to do so from
14 the Commission. The Commission may establish by order or
15 rule the definitions of what constitutes merger, acquisition,
16 or control activities that are subject to this Section. Any
17 merger, acquisition, or control without that prior
18 authorization shall be void and of no effect. No public
19 utility or telecommunications carrier organized and doing
20 business under the laws of this State, and no subsidiary or
21 affiliate of, or corporation holding a controlling interest
22 in, a public utility or telecommunications carrier, shall aid
23 or abet any violation of this Section.
24 (b) Before authorizing the merger, acquisition, or
25 control of any electric or gas utility or telecommunications
26 carrier organized and doing business in this State, where any
27 of the utilities or telecommunications carriers that are
28 parties to the proposed transaction has gross annual Illinois
29 revenues exceeding $500,000,000, the Commission shall find
30 that the proposal does all of the following:
31 (1) Provides short-term and long-term economic
-2- LRB9103337JStm
1 benefits to ratepayers.
2 (2) Equitably allocates, where the Commission has
3 ratemaking authority, the total short-term and long-term
4 forecasted economic benefits, as determined by the
5 Commission, of the proposed merger, acquisition, or
6 control, between shareholders and ratepayers. Ratepayers
7 shall receive not less than 50% of those benefits.
8 (3) Not adversely affect competition. In making
9 this finding, the Commission shall request an advisory
10 opinion from the Attorney General regarding whether
11 competition will be adversely affected and what
12 mitigation measures could be adopted to avoid this
13 result.
14 (c) Before authorizing the merger, acquisition, or
15 control of any electric or gas utility or telecommunications
16 carrier organized and doing business in this State, where any
17 of the entities that are parties to the proposed transaction
18 has gross annual Illinois revenues exceeding $500,000,000,
19 the Commission shall consider each of the following criteria
20 and find, on balance, that the merger, acquisition, or
21 control proposal is in the public interest:
22 (1) Maintain or improve the financial condition of
23 the resulting public utility or telecommunications
24 carrier doing business in the state.
25 (2) Maintain or improve the quality of service to
26 ratepayers in the State.
27 (3) Maintain or improve the quality of management
28 of the resulting public utility or telecommunications
29 carrier doing business in the State.
30 (4) Be fair and reasonable to affected employees,
31 including both union and nonunion employees.
32 (5) Be fair and reasonable to the majority of all
33 affected shareholders.
34 (6) Be beneficial on an overall basis to State and
-3- LRB9103337JStm
1 local economies, and to the communities in the area
2 served by the resulting public utility or
3 telecommunications carrier.
4 (7) Preserve the jurisdiction of the Commission and
5 the capacity of the Commission to effectively regulate
6 and audit public utility and telecommunications carrier
7 operations in the State.
8 (8) Provide mitigation measures to prevent
9 significant adverse consequences that may result.
10 (d) When reviewing a merger, acquisition, or control
11 proposal, the Commission shall consider reasonable options to
12 the proposal recommended by other parties, including no new
13 merger, acquisition, or control, to determine whether
14 comparable short-term and long-term economic savings can be
15 achieved through other means while avoiding the possible
16 adverse consequences of the proposal.
17 (e) The person or corporation seeking acquisition or
18 control of a public utility or telecommunications carrier
19 organized and doing business in this State shall have, before
20 the Commission, the burden of proving by a preponderance of
21 the evidence that the requirements of subsections (b) and (c)
22 are met.
23 (f) In determining whether an acquiring utility or
24 telecommunications carrier has gross annual revenues
25 exceeding the amount specified in subsections (b) and (c),
26 the revenues of that utility's affiliates shall not be
27 considered unless the affiliate was utilized for the purpose
28 of effecting the merger, acquisition, or control.
29 (g) Items (1) and (2) of subsection (b) shall not apply
30 to the formation of a holding company.
31 (h) For purposes of items (1) and (2) of subsection (b),
32 the legislature does not intend to include acquisitions or
33 changes in control that are mandated by either the Commission
34 or the legislature as a result of, or in response to, any
-4- LRB9103337JStm
1 electric industry restructuring. However, the value of an
2 acquisition or change in control may be used by the
3 Commission in determining the costs or benefits attributable
4 to any electric industry restructuring and for allocating
5 those costs or benefits for collection in rates.