Transfer of franchise or property to be approved, procedure--impact oftransfer on local tax revenues, information on to be furnished, towhom, procedure.
393.190. 1. No gas corporation, electrical corporation,water corporation or sewer corporation shall hereafter sell,assign, lease, transfer, mortgage or otherwise dispose of orencumber the whole or any part of its franchise, works or system,necessary or useful in the performance of its duties to thepublic, nor by any means, direct or indirect, merge orconsolidate such works or system, or franchises, or any partthereof, with any other corporation, person or public utility,without having first secured from the commission an orderauthorizing it so to do. Every such sale, assignment, lease,transfer, mortgage, disposition, encumbrance, merger orconsolidation made other than in accordance with the order of thecommission authorizing same shall be void. The permission andapproval of the commission to the exercise of a franchise orpermit under this chapter, or the sale, assignment, lease,transfer, mortgage or other disposition or encumbrance of afranchise or permit under this section shall not be construed torevive or validate any lapsed or invalid franchise or permit, orto enlarge or add to the powers or privileges contained in thegrant of any franchise or permit, or to waive any forfeiture.Any person seeking any order under this subsection authorizingthe sale, assignment, lease, transfer, merger, consolidation orother disposition, direct or indirect, of any gas corporation,electrical corporation, water corporation, or sewer corporation,shall, at the time of application for any such order, file withthe commission a statement, in such form, manner and detail asthe commission shall require, as to what, if any, impact suchsale, assignment, lease, transfer, merger, consolidation, orother disposition will have on the tax revenues of the politicalsubdivisions in which any structures, facilities or equipment ofthe corporations involved in such disposition are located. Thecommission shall send a copy of all information obtained by it asto what, if any, impact such sale, assignment, lease, transfer,merger, consolidation or other disposition will have on the taxrevenues of various political subdivisions to the county clerk ofeach county in which any portion of a political subdivision whichwill be affected by such disposition is located. Nothing in thissubsection contained shall be construed to prevent the sale,assignment, lease or other disposition by any corporation, personor public utility of a class designated in this subsection ofproperty which is not necessary or useful in the performance ofits duties to the public, and any sale of its property by suchcorporation, person or public utility shall be conclusivelypresumed to have been of property which is not useful ornecessary in the performance of its duties to the public, as toany purchaser of such property in good faith for value.
2. No such corporation shall directly or indirectly acquirethe stock or bonds of any other corporation incorporated for, orengaged in, the same or a similar business, or proposing tooperate or operating under a franchise from the same or any othermunicipality; neither shall any street railroad corporationacquire the stock or bonds of any electrical corporation, unless,in either case, authorized so to do by the commission. Savewhere stock shall be transferred or held for the purpose ofcollateral security, no stock corporation of any description,domestic or foreign, other than a gas corporation, electricalcorporation, water corporation, sewer corporation or streetrailroad corporation, shall, without the consent of thecommission, purchase or acquire, take or hold, more than tenpercent of the total capital stock issued by any gas corporation,electrical corporation, water corporation or sewer corporationorganized or existing under or by virtue of the laws of thisstate, except that a corporation now lawfully holding a majorityof the capital stock of any gas corporation, electricalcorporation, water corporation or sewer corporation may, with theconsent of the commission, acquire and hold the remainder of thecapital stock of such gas corporation, electrical corporation,water corporation or sewer corporation, or any portion thereof.
3. Nothing herein contained shall be construed to preventthe holding of stock heretofore lawfully acquired, or to preventupon the surrender or exchange of said stock pursuant to areorganization plan, the purchase, acquisition, taking or holdingof a proportionate amount of stock of any new corporationorganized to take over, at foreclosure or other sale, theproperty of any corporation whose stock has been thus surrenderedor exchanged. Every contract, assignment, transfer or agreementfor transfer of any stock by or through any person or corporationto any corporation in violation of any provision of this chaptershall be void and of no effect, and no such transfer orassignment shall be made upon the books of any such gascorporation, electrical corporation, water corporation or sewercorporation or shall be recognized as effective for any purpose.
(2001) Section is not preempted by the Securities and Exchange Act or the Public Utility Holding Company Act and does not violate the dormant Commerce Clause. Southern Union Co. v. Missouri Public Service Commission, 138 F.Supp.2d 1201 (W.D.Mo.).
(2002) Requirement that regulated gas corporation obtain Commission approval before purchasing stock of out-of-state utility companies, where non-specific application for blanket approval of such purchases had been denied, is not a per se violation of the Commerce Clause. Southern Union v. Missouri Public Service Commission, 289 F.3d 503 (8th Cir.).
Transfer of franchise or property to be approved, procedure--impact oftransfer on local tax revenues, information on to be furnished, towhom, procedure.
393.190. 1. No gas corporation, electrical corporation,water corporation or sewer corporation shall hereafter sell,assign, lease, transfer, mortgage or otherwise dispose of orencumber the whole or any part of its franchise, works or system,necessary or useful in the performance of its duties to thepublic, nor by any means, direct or indirect, merge orconsolidate such works or system, or franchises, or any partthereof, with any other corporation, person or public utility,without having first secured from the commission an orderauthorizing it so to do. Every such sale, assignment, lease,transfer, mortgage, disposition, encumbrance, merger orconsolidation made other than in accordance with the order of thecommission authorizing same shall be void. The permission andapproval of the commission to the exercise of a franchise orpermit under this chapter, or the sale, assignment, lease,transfer, mortgage or other disposition or encumbrance of afranchise or permit under this section shall not be construed torevive or validate any lapsed or invalid franchise or permit, orto enlarge or add to the powers or privileges contained in thegrant of any franchise or permit, or to waive any forfeiture.Any person seeking any order under this subsection authorizingthe sale, assignment, lease, transfer, merger, consolidation orother disposition, direct or indirect, of any gas corporation,electrical corporation, water corporation, or sewer corporation,shall, at the time of application for any such order, file withthe commission a statement, in such form, manner and detail asthe commission shall require, as to what, if any, impact suchsale, assignment, lease, transfer, merger, consolidation, orother disposition will have on the tax revenues of the politicalsubdivisions in which any structures, facilities or equipment ofthe corporations involved in such disposition are located. Thecommission shall send a copy of all information obtained by it asto what, if any, impact such sale, assignment, lease, transfer,merger, consolidation or other disposition will have on the taxrevenues of various political subdivisions to the county clerk ofeach county in which any portion of a political subdivision whichwill be affected by such disposition is located. Nothing in thissubsection contained shall be construed to prevent the sale,assignment, lease or other disposition by any corporation, personor public utility of a class designated in this subsection ofproperty which is not necessary or useful in the performance ofits duties to the public, and any sale of its property by suchcorporation, person or public utility shall be conclusivelypresumed to have been of property which is not useful ornecessary in the performance of its duties to the public, as toany purchaser of such property in good faith for value.
2. No such corporation shall directly or indirectly acquirethe stock or bonds of any other corporation incorporated for, orengaged in, the same or a similar business, or proposing tooperate or operating under a franchise from the same or any othermunicipality; neither shall any street railroad corporationacquire the stock or bonds of any electrical corporation, unless,in either case, authorized so to do by the commission. Savewhere stock shall be transferred or held for the purpose ofcollateral security, no stock corporation of any description,domestic or foreign, other than a gas corporation, electricalcorporation, water corporation, sewer corporation or streetrailroad corporation, shall, without the consent of thecommission, purchase or acquire, take or hold, more than tenpercent of the total capital stock issued by any gas corporation,electrical corporation, water corporation or sewer corporationorganized or existing under or by virtue of the laws of thisstate, except that a corporation now lawfully holding a majorityof the capital stock of any gas corporation, electricalcorporation, water corporation or sewer corporation may, with theconsent of the commission, acquire and hold the remainder of thecapital stock of such gas corporation, electrical corporation,water corporation or sewer corporation, or any portion thereof.
3. Nothing herein contained shall be construed to preventthe holding of stock heretofore lawfully acquired, or to preventupon the surrender or exchange of said stock pursuant to areorganization plan, the purchase, acquisition, taking or holdingof a proportionate amount of stock of any new corporationorganized to take over, at foreclosure or other sale, theproperty of any corporation whose stock has been thus surrenderedor exchanged. Every contract, assignment, transfer or agreementfor transfer of any stock by or through any person or corporationto any corporation in violation of any provision of this chaptershall be void and of no effect, and no such transfer orassignment shall be made upon the books of any such gascorporation, electrical corporation, water corporation or sewercorporation or shall be recognized as effective for any purpose.
(2001) Section is not preempted by the Securities and Exchange Act or the Public Utility Holding Company Act and does not violate the dormant Commerce Clause. Southern Union Co. v. Missouri Public Service Commission, 138 F.Supp.2d 1201 (W.D.Mo.).
(2002) Requirement that regulated gas corporation obtain Commission approval before purchasing stock of out-of-state utility companies, where non-specific application for blanket approval of such purchases had been denied, is not a per se violation of the Commerce Clause. Southern Union v. Missouri Public Service Commission, 289 F.3d 503 (8th Cir.).
Transfer of franchise or property to be approved, procedure--impact oftransfer on local tax revenues, information on to be furnished, towhom, procedure.
393.190. 1. No gas corporation, electrical corporation,water corporation or sewer corporation shall hereafter sell,assign, lease, transfer, mortgage or otherwise dispose of orencumber the whole or any part of its franchise, works or system,necessary or useful in the performance of its duties to thepublic, nor by any means, direct or indirect, merge orconsolidate such works or system, or franchises, or any partthereof, with any other corporation, person or public utility,without having first secured from the commission an orderauthorizing it so to do. Every such sale, assignment, lease,transfer, mortgage, disposition, encumbrance, merger orconsolidation made other than in accordance with the order of thecommission authorizing same shall be void. The permission andapproval of the commission to the exercise of a franchise orpermit under this chapter, or the sale, assignment, lease,transfer, mortgage or other disposition or encumbrance of afranchise or permit under this section shall not be construed torevive or validate any lapsed or invalid franchise or permit, orto enlarge or add to the powers or privileges contained in thegrant of any franchise or permit, or to waive any forfeiture.Any person seeking any order under this subsection authorizingthe sale, assignment, lease, transfer, merger, consolidation orother disposition, direct or indirect, of any gas corporation,electrical corporation, water corporation, or sewer corporation,shall, at the time of application for any such order, file withthe commission a statement, in such form, manner and detail asthe commission shall require, as to what, if any, impact suchsale, assignment, lease, transfer, merger, consolidation, orother disposition will have on the tax revenues of the politicalsubdivisions in which any structures, facilities or equipment ofthe corporations involved in such disposition are located. Thecommission shall send a copy of all information obtained by it asto what, if any, impact such sale, assignment, lease, transfer,merger, consolidation or other disposition will have on the taxrevenues of various political subdivisions to the county clerk ofeach county in which any portion of a political subdivision whichwill be affected by such disposition is located. Nothing in thissubsection contained shall be construed to prevent the sale,assignment, lease or other disposition by any corporation, personor public utility of a class designated in this subsection ofproperty which is not necessary or useful in the performance ofits duties to the public, and any sale of its property by suchcorporation, person or public utility shall be conclusivelypresumed to have been of property which is not useful ornecessary in the performance of its duties to the public, as toany purchaser of such property in good faith for value.
2. No such corporation shall directly or indirectly acquirethe stock or bonds of any other corporation incorporated for, orengaged in, the same or a similar business, or proposing tooperate or operating under a franchise from the same or any othermunicipality; neither shall any street railroad corporationacquire the stock or bonds of any electrical corporation, unless,in either case, authorized so to do by the commission. Savewhere stock shall be transferred or held for the purpose ofcollateral security, no stock corporation of any description,domestic or foreign, other than a gas corporation, electricalcorporation, water corporation, sewer corporation or streetrailroad corporation, shall, without the consent of thecommission, purchase or acquire, take or hold, more than tenpercent of the total capital stock issued by any gas corporation,electrical corporation, water corporation or sewer corporationorganized or existing under or by virtue of the laws of thisstate, except that a corporation now lawfully holding a majorityof the capital stock of any gas corporation, electricalcorporation, water corporation or sewer corporation may, with theconsent of the commission, acquire and hold the remainder of thecapital stock of such gas corporation, electrical corporation,water corporation or sewer corporation, or any portion thereof.
3. Nothing herein contained shall be construed to preventthe holding of stock heretofore lawfully acquired, or to preventupon the surrender or exchange of said stock pursuant to areorganization plan, the purchase, acquisition, taking or holdingof a proportionate amount of stock of any new corporationorganized to take over, at foreclosure or other sale, theproperty of any corporation whose stock has been thus surrenderedor exchanged. Every contract, assignment, transfer or agreementfor transfer of any stock by or through any person or corporationto any corporation in violation of any provision of this chaptershall be void and of no effect, and no such transfer orassignment shall be made upon the books of any such gascorporation, electrical corporation, water corporation or sewercorporation or shall be recognized as effective for any purpose.
(2001) Section is not preempted by the Securities and Exchange Act or the Public Utility Holding Company Act and does not violate the dormant Commerce Clause. Southern Union Co. v. Missouri Public Service Commission, 138 F.Supp.2d 1201 (W.D.Mo.).
(2002) Requirement that regulated gas corporation obtain Commission approval before purchasing stock of out-of-state utility companies, where non-specific application for blanket approval of such purchases had been denied, is not a per se violation of the Commerce Clause. Southern Union v. Missouri Public Service Commission, 289 F.3d 503 (8th Cir.).
