Mass. Gen. Laws ch. 164, sec. 97 — MA Code / Part I / Title XXII / Chapter 164 / Section 97
Acquisition of water storage reservoir or hydro-electric plant by electric company
Status: in_force

Section 97. An electric company may, subject to sections ninety-eight to one hundred and one, inclusive, from time to time purchase or acquire any or all of the property of any domestic or foreign corporation or association owning or operating a water storage reservoir or hydroelectric plant with which the lines of the said first mentioned electric company are actually connected either directly or through the lines of others, or owning and operating lines for the transmission of electricity within or without the commonwealth and with which the lines of said first named electric company are actually connected either directly or through the lines of others; and any such corporation or association may, in the case of a domestic corporation or association, subject to its articles of organization and to sections ninety-eight to one hundred and one, inclusive, or in the case of a foreign corporation or association, subject to its charter and the laws of the state under which such corporation or association is organized, so far as applicable, sell any or all of its property to said first mentioned electric company; but no such purchase and sale of any property exceeding ten per cent of the total net utility plant of any electric company which is a party to such transaction as recorded on its books of account shall be valid or binding until the same and the terms thereof shall have been approved, at meetings called therefor, by vote of the holders of a majority of the shares of stock outstanding and entitled to vote thereon of each contracting domestic party, and no purchase and sale of any property exceeding two hundred thousand dollars shall be valid or binding until the department, upon application of the electric company or electric companies participating in such purchase and sale, after notice and a public hearing, shall have approved the same and the terms thereof as consistent with the public interest; provided, that such first mentioned electric company shall not exercise in this commonwealth any powers, rights, locations, licenses or privileges or any franchise so acquired which cannot be lawfully exercised by electric companies under this chapter. Each electric company which intends to be a party to any purchase and sale referred to in this section exceeding fifty thousand dollars in value, but not greater than two hundred thousand dollars in value, shall notify the department in writing of its intention to enter into such purchase and sale at least forty-five days prior to the intended date of consummation thereof, and the department may by order and notice issued at least fifteen days prior to such intended consummation, sent to each party to such intended purchase and sale, suspend such purchase and sale and after notice and a public hearing determine whether to approve such purchase and sale and the terms thereof as consistent with the public interest. Any foreign corporation or association may consolidate with or merge into an electric company or may merge or consolidate its capital stock and property with an electric company provided that the entity resulting from such consolidation or merger shall be an electric company; and provided, further, that no such merger or consolidation shall be binding until the same and the terms thereof shall have been approved (a) by such electric company, at a meeting called therefor, by vote of the holders of two-thirds of the shares of stock outstanding and entitled to vote thereon, and (b) by the foreign corporation or association in accordance with its charter and the laws of the state under which it is organized, so far as applicable, and until the department upon application of such electric company, after notice and a public hearing, shall have approved the same and the terms thereof as consistent with public interest; provided, further, that the electric company resulting from such merger or consolidation shall not exercise in this commonwealth any powers, rights, locations, licenses or privileges or any franchise so acquired which cannot be lawfully exercised by electric companies under this chapter.

Section 97. An electric company may, subject to sections ninety-eight to one hundred and one, inclusive, from time to time purchase or acquire any or all of the property of any domestic or foreign corporation or association owning or operating a water storage reservoir or hydroelectric plant with which the lines of the said first mentioned electric company are actually connected either directly or through the lines of others, or owning and operating lines for the transmission of electricity within or without the commonwealth and with which the lines of said first named electric company are actually connected either directly or through the lines of others; and any such corporation or association may, in the case of a domestic corporation or association, subject to its articles of organization and to sections ninety-eight to one hundred and one, inclusive, or in the case of a foreign corporation or association, subject to its charter and the laws of the state under which such corporation or association is organized, so far as applicable, sell any or all of its property to said first mentioned electric company; but no such purchase and sale of any property exceeding ten per cent of the total net utility plant of any electric company which is a party to such transaction as recorded on its books of account shall be valid or binding until the same and the terms thereof shall have been approved, at meetings called therefor, by vote of the holders of a majority of the shares of stock outstanding and entitled to vote thereon of each contracting domestic party, and no purchase and sale of any property exceeding two hundred thousand dollars shall be valid or binding until the department, upon application of the electric company or electric companies participating in such purchase and sale, after notice and a public hearing, shall have approved the same and the terms thereof as consistent with the public interest; provided, that such first mentioned electric company shall not exercise in this commonwealth any powers, rights, locations, licenses or privileges or any franchise so acquired which cannot be lawfully exercised by electric companies under this chapter. Each electric company which intends to be a party to any purchase and sale referred to in this section exceeding fifty thousand dollars in value, but not greater than two hundred thousand dollars in value, shall notify the department in writing of its intention to enter into such purchase and sale at least forty-five days prior to the intended date of consummation thereof, and the department may by order and notice issued at least fifteen days prior to such intended consummation, sent to each party to such intended purchase and sale, suspend such purchase and sale and after notice and a public hearing determine whether to approve such purchase and sale and the terms thereof as consistent with the public interest.

Any foreign corporation or association may consolidate with or merge into an electric company or may merge or consolidate its capital stock and property with an electric company provided that the entity resulting from such consolidation or merger shall be an electric company; and provided, further, that no such merger or consolidation shall be binding until the same and the terms thereof shall have been approved (a) by such electric company, at a meeting called therefor, by vote of the holders of two-thirds of the shares of stock outstanding and entitled to vote thereon, and (b) by the foreign corporation or association in accordance with its charter and the laws of the state under which it is organized, so far as applicable, and until the department upon application of such electric company, after notice and a public hearing, shall have approved the same and the terms thereof as consistent with public interest; provided, further, that the electric company resulting from such merger or consolidation shall not exercise in this commonwealth any powers, rights, locations, licenses or privileges or any franchise so acquired which cannot be lawfully exercised by electric companies under this chapter.