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<section article="gpu" article_name="Public Utilities" number="6-105" title_number="6" title_name="Business Structure" subtitle_number="1" subtitle_name="Financing">
  <level label="a">
    <text>In this section, “affiliate” has the meaning stated in § 7–501 of this article.</text>
  </level>
  <level label="b">
    <level label="1">
      <text>The General Assembly finds that:</text>
      <level label="i">
        <text>existing legislation requires the approval by the Commission of the acquisition by one public service company of another public service company’s stocks and obligations, but does not require the Commission’s approval of these acquisitions by persons not engaged in the public utility business in the State; and</text>
      </level>
      <level label="ii">
        <text>an attempt by a person not engaged in the public utility business in the State to acquire the power to exercise any substantial influence over the policies and actions of a public service company that provides electricity or gas in the State could result in harm to the customers of the public service company, including the degradation of utility services, higher rates, weakened financial structure, and diminution of utility assets.</text>
      </level>
    </level>
    <level label="2">
      <text>The General Assembly declares that it is the policy of the State to regulate acquisitions by persons that are not engaged in the public utility business in the State of the power to exercise any substantial influence over the policies and actions of a public service company that provides electricity or gas in the State in order to prevent unnecessary and unwarranted harm to the customers of the public service company.</text>
    </level>
  </level>
  <level label="c">
    <text>This section applies to the acquisition of an electric company, gas and electric company, or a gas company that operates in Maryland.</text>
  </level>
  <level label="d">
    <level label="1">
      <text>A gas and electric company, at the same time as a filing by the company or within 10 days after receipt by the company, shall provide the Commission with a copy of any document regarding the acquisition of voting securities of the gas and electric company or any company that owns or controls the gas and electric company, filed or received by the company, that is filed with:</text>
      <level label="i">
        <text>the Securities and Exchange Commission;</text>
      </level>
      <level label="ii">
        <text>the Federal Energy Regulatory Commission;</text>
      </level>
      <level label="iii">
        <text>the Nuclear Regulatory Commission;</text>
      </level>
      <level label="iv">
        <text>the Department of Justice;</text>
      </level>
      <level label="v">
        <text>the Federal Trade Commission; or</text>
      </level>
      <level label="vi">
        <text>any successor agency.</text>
      </level>
    </level>
    <level label="2">
      <text>The Commission shall provide the gas and electric company with the same confidentiality and other protections provided by the federal agency with which the filing was made.</text>
    </level>
  </level>
  <level label="e">
    <level label="1">
      <text>Without prior authorization from the Commission, a person may not acquire, directly or indirectly, the power to exercise any substantial influence over the policies and actions of an electric company, gas and electric company, or gas company, if the person would become an affiliate of the electric company, gas and electric company, or gas company as a result of the acquisition.</text>
    </level>
    <level label="2">
      <text>For the purposes of this subsection, a person may not be considered to have acquired, directly or indirectly, the power to exercise any substantial influence over the policies and actions of a gas and electric company if the person:</text>
      <level label="i">
        <text>after any acquisition of voting interests of a company that owns or controls a gas and electric company, directly or indirectly, owns, controls, or has the right to vote, or direct the voting of, not more than 20% of the outstanding voting interests of a company that owns or controls a gas and electric company; and</text>
      </level>
      <level label="ii">
        <text>does not have the right to designate more than 20% of the board of directors or other governing body of a company that owns or controls a gas and electric company.</text>
      </level>
    </level>
    <level label="3">
      <text>Paragraph (2) of this subsection may not be construed to apply to the acquisition of any voting interests of a gas and electric company.</text>
    </level>
    <level label="4">
      <text>If a person that acquires voting securities of a company that owns or controls a gas and electric company after the acquisition actually exercises substantial influence over the policies and actions of a gas and electric company, the Commission may order compliance with, and take any actions authorized by, other provisions of this article with respect to the gas and electric company.</text>
    </level>
  </level>
  <level label="f">
    <text>An application for authorization under subsection (e) of this section must include detailed information regarding:</text>
    <level label="1">
      <text>the applicant’s identity and financial ability;</text>
    </level>
    <level label="2">
      <text>the background of the key personnel associated with the applicant;</text>
    </level>
    <level label="3">
      <text>the source and amounts of funds or other consideration to be used in the acquisition;</text>
    </level>
    <level label="4">
      <text>the applicant’s compliance with federal law in carrying out the acquisition;</text>
    </level>
    <level label="5">
      <text>whether the applicant or the key personnel associated with the applicant have violated any State or federal statutes regulating the activities of public service companies;</text>
    </level>
    <level label="6">
      <text>all documents relating to the transaction giving rise to the application;</text>
    </level>
    <level label="7">
      <text>the applicant’s experience in operating public service companies providing electricity;</text>
    </level>
    <level label="8">
      <text>the applicant’s plan for operating the public service company;</text>
    </level>
    <level label="9">
      <text>how the acquisition will serve the customers of the public service company in the public interest, convenience, and necessity; and</text>
    </level>
    <level label="10">
      <text>any other information that the Commission may specify by regulation or order.</text>
    </level>
  </level>
  <level label="g">
    <level label="1">
      <text>The Commission promptly shall:</text>
      <level label="i">
        <text>examine and investigate each application received under this section; and</text>
      </level>
      <level label="ii">
        <text>undertake any proceedings necessary or convenient to review the application in accordance with Title 3 of this article and issue an order concerning the acquisition.</text>
      </level>
    </level>
    <level label="2">
      <text>The Commission shall consider the following factors in considering an acquisition under this section:</text>
      <level label="i">
        <text>the potential impact of the acquisition on rates and charges paid by customers and on the services and conditions of operation of the public service company;</text>
      </level>
      <level label="ii">
        <text>the potential impact of the acquisition on continuing investment needs for the maintenance of utility services, plant, and related infrastructure;</text>
      </level>
      <level label="iii">
        <text>the proposed capital structure that will result from the acquisition, including allocation of earnings from the public service company;</text>
      </level>
      <level label="iv">
        <text>the potential effects on employment by the public service company;</text>
      </level>
      <level label="v">
        <text>the projected allocation of any savings that are expected to the public service company between stockholders and rate payers;</text>
      </level>
      <level label="vi">
        <text>issues of reliability, quality of service, and quality of customer service;</text>
      </level>
      <level label="vii">
        <text>the potential impact of the acquisition on community investment;</text>
      </level>
      <level label="viii">
        <text>affiliate and cross–subsidization issues;</text>
      </level>
      <level label="ix">
        <text>the use or pledge of utility assets for the benefit of an affiliate;</text>
      </level>
      <level label="x">
        <text>jurisdictional and choice–of–law issues;</text>
      </level>
      <level label="xi">
        <text>whether it is necessary to revise the Commission’s ring fencing and code of conduct regulations in light of the acquisition; and</text>
      </level>
      <level label="xii">
        <text>any other issues the Commission considers relevant to the assessment of acquisition in relation to the public interest, convenience, and necessity.</text>
      </level>
    </level>
    <level label="3">
      <level label="i">
        <text>If the Commission finds that the acquisition is consistent with the public interest, convenience, and necessity, including benefits and no harm to consumers, the Commission shall issue an order granting the application.</text>
      </level>
      <level label="ii">
        <text>The Commission may condition an order authorizing the acquisition on the applicant’s satisfactory performance or adherence to specific requirements.</text>
      </level>
    </level>
    <level label="4">
      <text>If the Commission does not find that the acquisition is consistent with the public interest, convenience, and necessity, including benefits and no harm to consumers, the Commission shall issue an order denying the application.</text>
    </level>
    <level label="5">
      <text>The applicant bears the burden of showing that granting the acquisition is consistent with the public interest, convenience, and necessity, including benefits and no harm to consumers.</text>
    </level>
    <level label="6">
      <level label="i">
        <text>Except as provided in subparagraph (ii) of this paragraph, the Commission shall issue an order with respect to the application no later than 180 days after the filing of the application for authorization.</text>
      </level>
      <level label="ii">
        <text>Unless the Commission finds, based on good cause, that the 180–day period should be extended for an additional 45 days, failure of the Commission to issue an order within the 180–day period shall be considered to be an approval of the acquisition by the Commission.</text>
      </level>
    </level>
  </level>
  <level label="h">
    <text>Nothing in this section prohibits dissemination by any party of information concerning the acquisition if the dissemination does not otherwise conflict with federal or State law.</text>
  </level>
</section>
