N.Y. Public Service Law § 70: Transfer of franchises or stocks

§ 70. Transfer of franchises or stocks. 1. No gas corporation or

electric corporation shall transfer or lease its franchise, works or

system or any part of such franchise, works or system to any other

person or corporation or contract for the operation of its works and

system, without the written consent of the commission. Notwithstanding

the foregoing, any transfer or lease with an original cost of (a) less

than one hundred thousand dollars proposed by a gas or electric

corporation having annual gross revenues in excess of two hundred

million dollars or (b) less than twenty-five thousand dollars proposed

by a gas or electric corporation having annual gross revenues of less

than two hundred million dollars shall be effective without the

commission's written consent within ninety days after such corporation

notifies the commission that it plans to complete the transfer or lease

and submits a description of the transfer or lease; provided, however,

that the commission may determine within such ninety days after such

notification and submission that the public interest requires its review

and written consent.

2. The permission and approval of the commission, to the exercise of a

franchise under section sixty-eight of this article, or to the

assignment, transfer or lease of a franchise under this section shall

not be construed to revive or validate any lapsed or invalid franchise

or to enlarge or add to the powers and privileges contained in the grant

of any franchise or to waive any forfeiture.

3. No gas corporation or electric corporation shall directly or

indirectly acquire the stock or bonds of any other corporation

incorporated for, or engaged in, the same or a similar business, in this

state or any other state, or proposing to operate or operating under a

franchise from the same or any other municipality, neither shall any

street railroad corporation acquire the stock or bonds of any electric

corporation, unless authorized so to do by the commission.

4. Save where stock shall be transferred or held for the purpose of

collateral security only with the consent of the commission empowered by

this chapter to give such consent, no stock corporation of any

description, 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 gas corporation or electric corporation or street

railroad corporation, shall purchase or acquire, take or hold, more than

ten per centum of the voting capital stock issued by any gas corporation

or electric corporation organized or existing under or by virtue of the

laws of this state, except that a corporation now lawfully holding a

majority of the voting capital stock of any gas corporation or electric

corporation may with the consent of the commission acquire and hold the

remainder of the voting capital stock of such gas corporation or

electric corporation or any portion thereof. Provided, that with the

consent of such commission and upon and subject to such terms and

conditions as such commission may fix and impose, any such stock

corporation, company, association, partnership or person may acquire,

take and hold more than ten per centum of the voting capital stock of

any gas corporation or electric corporation, organized or existing under

or by virtue of the laws of this state.

5. 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. Nothing herein

contained 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 proportion 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.

6. 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 gas

corporation, or electric corporation, or shall be recognized as

effective for any purpose.

7. No consent, permission or approval otherwise required under this

section shall be necessary for the sale of the franchise, works, system,

stocks or bonds by a gas or electric corporation to a duly constituted

authority of the state.