N.Y. Public Service Law § 110: Control of holding companies and of transactions between affiliated interests

§ 110. Control of holding companies and of transactions between

affiliated interests. 1. The public service commission shall have

jurisdiction over holders of the voting capital stock of all public

utility companies under the jurisdiction of the commission to such

extent as may be necessary to enable the commission to require the

disclosure of the identity in respective interests of every owner of any

substantial interest in such voting capital stocks. One per centum or

more is a substantial interest, within the meaning of this subdivision.

2. The commission shall have jurisdiction over affiliated interests

having transactions, other than ownership of stock and receipt of

dividends thereon, with utility corporations and other utility companies

under the jurisdiction of the commission, to the extent of access to all

accounts and records of such affiliated interests relating to such

transactions, including access to accounts and records of joint or

general expenses, any portion of which may be applicable to such

transactions; and to the extent of authority to require such reports to

be submitted by such affiliated interests, as the commission may

prescribe. For the purposes of this section only, "affiliated interests"

include the following:

a. Every corporation and person owning or holding directly or

indirectly five per centum or more of the voting capital stock of such

utility corporation.

b. Every corporation and person in any chain of successive ownership

of five per centum or more of voting capital stock.

c. Every corporation five per centum or more of whose voting capital

stock is owned by any person or corporation owning five per centum or

more of the voting capital stock of such utility corporation or by any

person or corporation in any such chain of successive ownership of five

per centum or more of voting capital stock.

d. Every person who is an officer or director of such utility

corporation or of any corporation in any chain of successive ownership

of five per centum or more of voting capital stock.

e. Every corporation which has one or more officers or one or more

directors in common with such utility corporation.

f. Every corporation or person which the commission may determine as a

matter of fact after investigation and hearing is actually exercising

any substantial influence over the policies and actions of such utility

corporation even though such influence is not based upon stockholding,

stockholders, directors or officers to the extent specified in this

section.

g. Every person or corporation who or which the commission may

determine as a matter of fact after investigation and hearing is

actually exercising such substantial influence over the policies and

actions of such utility corporation in conjunction with one or more

other corporations and/or persons with which or whom they are related by

ownership and/or blood relationship or by action in concert that

together they are affiliated with such utility corporation within the

meaning of this section even though no one of them alone is so

affiliated. The word "corporation," when used in this subdivision and

for the purpose thereof, includes a trustee or trustees under any trust

agreement, including a voting trust agreement.

3. No management, construction, engineering or similar contract,

hereafter made, with any affiliated interest, as hereinbefore defined,

shall be effective unless it shall first have been filed with the

commission, and no charge for any such management, construction,

engineering or similar service, whether made pursuant to contract or

otherwise, shall exceed the reasonable cost of performing such service.

In any proceeding to determine the reasonable cost of such charge or

service the burden of proof shall be on the company. If it be found that

any such contract is not in the public interest, the commission, after

investigation and a hearing, is hereby authorized to disapprove such

contract.

4. All written contracts and all arrangements, hereafter made,

effected through corporate resolutions or otherwise, and verified

summaries of all unwritten contracts and arrangements, including such

contracts and arrangements with any affiliated interest as hereinbefore

defined, for the purchase of electric energy, gas (natural or

manufactured or a mixture of both), and/or water before the same shall

be effective, shall first be filed with the commission, and no charge

for such electric energy, gas, and/or water whether made pursuant to

contract or otherwise, shall exceed the just and reasonable charge for

such electric energy, gas and/or water. In any proceeding to determine

the reasonable cost of any such electricity, gas or water so sold and

delivered or to be delivered to such purchaser the burden of proof shall

be on the utility company purchasing the same. If it be found that any

such contract or arrangement is not in the public interest, the

commission, after investigation and hearing, is hereby authorized to

disapprove such contract or arrangement.