MAINE	SUPREME	JUDICIAL	COURT Reporter	of	Decisions Decision: 2016 ME 168 Docket: PUC

- 14

- 470 Argued : March	2,	2016 Decided: November	1 7 ,	2016 Panel: SAUFLEY,	C.J.,	and MEAD, GORMAN, JABAR , HJELM , and HUMPHREY, JJ.

HOULTON	WATER	COMPANY	et	al.

v. PUBLIC	UTILITIES	COMMISSION et	al.
HJELM ,	J. [¶1] We are	called on for	the	second	time to consider	a	decision	of	the Maine	 Public	 Utilities	 Commission approving a	 petition for	 reorganization filed	 by	 Bangor	 Hydro

- Electric	 (BHE)	 and	 Maine	 Public	 Service	 Company (MPS) ,	 which	 we re regulated	 utilities engaged in	 the	 transmission	 and distribution	 of	 electricity ,	 and,	 during	 the	 pendency	 of	 this	 proceeding, merged	to	become Emera Maine. Under	the	proposed	reorganization,	Emera Maine’s	parent	company,	Emera,	Inc.,	would increase	its	ownership	interest	in
A lgonquin	 Power	 &	 Utilities	 Corporation (APUC), which	 is a	 publicly

- traded company	 that	 is in	 the	 electricity	 generation	 busines s with	 generation facilities located in	 Maine

. Because	 of	 the	 relationship	 that	 would	 result2 between	Emera	Maine ,	as a	transmission	and	distribution entity,	and	APUC, a generator,	the	petition	is	subject	to	approval	by	the	Commission. [¶ 2 ] In	t he	 first appeal ,	we	vacated the	Commission’s	order	approving the	petition 1 because	 the Commission misconstrued	 the governing statute in the	Electric	Industry	Restruct uring	Act , 35

- A	M.R.S.	§§	3201

- 3217	(2015)

. See Houlton	Water	 Co.	 v.	 Pub.	 Utils

. Comm’n (Houlton	 I) ,	 2014	 ME 38 , ¶¶	 35

- 38,
87 A.3d	 749

. On	 remand,	 the	 Commission again	 approved	 the	 petition

. On this second appeal , filed	by	Houlton	Water	Company	and	the	Industrial	Energy Consumer	 Group	 (collectively,	 the	 intervenors) , w e	 conclude	 that	 the
Commission acted	 outside	 of its	 authority	 when ,	 in	 an	 effort	 to	 control	 the statutorily	harmful	effects	of	the	transaction, it	i mposed	conditions	that	would regulate APUC beyond	 what	 the Restructuring Act	 allows

. W e	 therefore vacate	 the Commission’s order and	 remand	 with	 ins tructions	 to	 deny	 the petition

. I. STATUTORY OVERVIEW AND	BACKGROUND [¶ 3 ]	 	 As	 we	 discussed	 in Houlton	 I , when	 the	 Legislature	 enacted the Restructuring	 Act,	 one	 of its o bjectives	 was	 to	 encourage “ competition	 and

1 Also	at	issue	in	the	first	appeal	was	a	separate	reorganization	petition	that	would	have	allowed Emera	 to	 become	 involved	 in	 a	 wind	 power	 venture. Houlton	 Water	 Co.	 v.	 Pub.	 Utils. Comm’n (Houlton	 I) ,	 2014	ME	 38, ¶	 1 ,	 87 A.3d	 749

. As	we	 discuss	in	 this	 opinion ,	 Emera	 has	withdrawn from	that	venture,	and	it	is	no	longer	at	issue.3 innovation	in	the generation	of	electrical	power. ” Id. ¶	3; 35

- A	M. R.S.	§	3204 ; see	 also Cent.	 Me.	 Power Co. v.	 Pub.	 Utils.	 Comm’n ,	 2014	 ME	 56,	 ¶	 2,
90 A.3d 451 .		To	promote	 that goal,	 the	Legislature	separate d	 the	generation of	electricity from the transmission	and	distri bution of	electricity (T&D) ; and

“ greatly	reduced ” the C ommission’s	regulatory	authority	over	producers	and generators	of	electricity to	the	extent	that	the	parties	to	this	proceeding	“refer to	 power	 generation	 as	 ‘unregulated’	 in	 Maine” ;	 but preserved	 the Commission’s	aut hority	 to highly regulate	T&D	entities. Houlton	 I , 2014	ME 38,	¶¶	4

- 5,	87	A.3d	749. [T]he	Act	mandated	 that	companies	holding	both	generation	and T&D	 assets	 divest	 themselves	 of	 the	 generation	 assets	 and generation

- related	 activities	 .

.	 . . Following	 divestiture,	 the Commission	 continues	 to	 regulate	 and	 oversee	 T&D	 utilities, which	 hold	 monopolistic	 rights	 to	 the	 limited	 T&D	 resources	 in Maine.	 	 Because	 the	 Restruc turing	 Act	 allowed	 the investor

- owned	 electric	 utilities	 to	 keep	 their	 t ransmission	 and distribution	 assets,	 the	 former	 electricity	 providers	 were transformed	 into	 transmission	 and	 distribution	 utilities	 fully regulated	by	the	Commission. Id. ¶	 4 ( citation and	 quotation	 marks	 omitted).	 	 As an	 element of the Commission’s exten sive regulation	of	T&D	utilities, proposed	reorganizations of	T&D	utilities	are	subject	to the	Commission ’s approval

. Id. ¶	6; 35

- A	M.R.S. §§	708 (2) ,	3204(5) (2015 )

.4 [¶ 4 ] In	April 2011,	BHE	and	MPS	petitioned	the	Commission	purs uant to	 35

- A	 M.R.S.	 §	 708 (2) , 2 which	 applies	 to the reorganization of	 utilities, to authorize their	parent	company ,	Emera, to	increase	its	ownership position	in
APUC to	 25%	 from	 roughly	 8%. 3 As	 we	 described	 the	 proposed	 affiliate
structure	 in Houlton	 I ,	 “the	 proposed	 transactions would	 allow	 Maine’s regulated	T&D	 utilities

— Bangor	Hydro	and	MPS	 [now	Emera	Maine]

— to	 be held	in	common	ownership	with	companies	engaged	in	electricity	generation in	Maine.”		2014	ME	38,	¶	9,	87	A.3d	749.		The	parties	agree	 that this	would result	in	 an “ a ffiliated	interest ” between Emera Maine and	 APUC within	 the meaning	of 35

- A	M.R.S.	§	707(1)(A)	(2015 )

. See Houlton	I ,	2014	ME	38,	¶¶ 9, 25,	87	A.3d	749. [¶ 5 ] Additionally,	i n	a	separate	petition,	Northeast	Wind	Holdings,	LLC, which	 was	 owned	 by	 Emera , filed	 a	 reorganization	 petition	 that	 would

2 Title	 35

- A	 M.R.S. §	 708	 has	 been	 amended, see P.L.	 2011,	 ch.	 623,	 §§	 A

- 13,	 A

- 14	 (effective Aug

. 30,	 20 12)	 (cod ified	 at 35

- A	 M.R.S.	 §	 708	 (2015 ) ), but the	 amended	 subsection	 is	 not	 the subsection	under	which	BHE	and	MPS	petitioned	the	Commission.

3 The	term	reorganization	encompasses any	creation,	organization,	extension,	consolidation,	merger,	 transfer	of	ownership or	control,	liquidation,	dissolution	or	 termination,	direct	or	indirect,	in	whole	or	in part,	 of	 an	 affiliated	interest	 as	 defined	in	 section	 707	 accomplished	 by	 the	issue, sale,	 acquisition,	 lease,	 exchange,	 distribution	 or	 transfer	 of	 voting	 securities	 or property. 35

- A	M.R.S.	§	708(1)(A) .		Here,	the	APUC	transaction	would	create	an	“affiliated	interest”	as	defined in	 section	 707, see	infra ¶	 6 n.4 ,	and	is	 thus	 subject to	 the	 Commission’s	 oversight	 under	 section 708.5 authorize Emera	to	engage	in	a	joint	venture	with	a	wind	energy	development company	to	create	a	new	wind power	generation company. The	Commission consolidated	the	two	petitions and	held	a	hearing	in	late	2011	and early 2012

. [¶ 6 ] After	 the	 hearing	 was	 completed,	 i n	 April 2012 the	 Commission issued an order approving	 the two proposed	 transaction s , 4 concluding ,	as	 to the	APUC	 transaction, that	Emera	Maine	had	met	its	burden	of	showing	 that ratepayers	 would	 not	 suffer	 a	 net	 harm	 pursuant	 to section 708 ,	 which provides	 in	 part	 that	 the	 Commission	 may	 approve	 utility	 reorganizations, including the	creation of	affiliates,	if	the	reorganization “is	consistent	with	the interests	of	the	utility’s	ratepayers	and	investors

. ” 35

- A	M.R.S.	§	708(2)(A). [¶ 7 ] In	 approving	 the	 petitions,	 the	 Commission	 interpreted	 section 3204(5) 5 as	 foreclosing	 a	 T& D	 utility	 from	 having	 a	 financial	 interest	 in	 a generation	asset	only	if	the	T&D	utility controlled the	generator. With	respect to	 the	 APUC	 transaction,	 the	 Commission	 determined	 that pursuant	 to	 that
test, the	 proposed	 transaction	 did	 not	 violate	 the	 Res tructuring	 Act	 because

4 Because	 of	 changes	in	 collateral	 transactions	involving	APUC	while	 the	matter	was	 pending before	 the	 Commission,	 Emera’s	 ownership	 share	 of	 APUC	 as	 approved	 by	 the	 Commission	 was reduced	to	2 0%	from	the	o riginally	proposed 25%. Because	an	affiliated	interest	is	defined	as	one of	at	least	10%, see 35

- A	M.R.S. § 707(1)(A) (2015) ,	the	reduction	in	Emera’s	position	in	APUC	did not	affect	the	statutory	analysis.

5 Section	 3204(5)	 provides,	 “[e]xcept	 as	 otherw ise	 permitted	 under	 this	 chapter,	 on	 or	 after March	 1,	 2000,	 an	 investor

- owned	 transmission	 and	 distribution	 utility	 may	 not	 own,	 have	 a financial	 interest	 in	 or	 otherwise	 control	 generation	 or	 generation

- related	 assets.”	 	 35

- A	 M.R.S. § 3204(5) (2015)

.6 Emera	Maine,	as	 the	T&D	entity,	would	not	have	an	equity	interest	or	voting position	in	 APUC

— in	 other	 words,	 because	 Emera	 Maine	 would	 not	 control
APUC

. [¶ 8 ] The	Commission	also	considered	whether	the	transactions	would compromise competition	in	the	energy	market.		The	Commission	found, These	affiliations	raise	significant	concerns	regarding	the	possible exercise	 of	 preferential	 treatment	 by	 a	 utility	 to its	 competitive affiliates.	 	 This	 preferential	 treatment	 could	 include	 allowin g	 an affiliated	generator	 .	 .	 .	 to	gain	access	 to	 non

- public,	 strategically important	information	or	through	favorable	treatment	in	terms	of construction	 of	 or	 access	 to	 transmission	 facilities	 or	 services. The	 consequences	 could	 appear	 in	 two	 somewhat	 di fferent respects:	 (1)	 harm	 to	 ratepayers	 of	BHE	and	MPS	in	 the	 form	 of higher	 T&D	 rat es;	 and	 (2)	 harm	 to	 the [competitiveness] of	 the market	 (and	 competitors	 in	 the	 market)	 from	 preferential treatment	 of	 affiliates	 which	lead	 ultimately	 to	 higher	 electrici ty supply	prices	for	consumers. Although	 the	Commission	 found	 these	risks	of	preferential	 treatment	arising from	 the	 wind	 power	 venture	 to	 be	 “ both	 real	 and	 significant,” it	 also determined	 that	 those	 concerns	 were	 of	 “lesser	 importance” in	 the	 APUC

trans action but that	the	financial	risks	generated	by	that	reorganization	would be	eliminated if	conditions	were imposed

. [¶ 9 ] The Commission conditioned its approval of	 both	 petitions on compliance by	 the	 parties and	 other affected entities with more	 than fifty conditions

. Some	 of	 those	 conditions	 relate exclusively	 to	 the	 APUC7 transaction,	others	to	the	wind	power	transaction,	and	the	remainder	to	both

. The	 conditions	 add ress issues	 such	 as	 structural	 separation,	 financial	 risk, codes	 of	 conduct,	 and	 di vestiture;	 and	 the	 conditions	 contain	 extensive requirements	of	external	audits,	service	restrictions,	and	 the	maintenance	of separate	credit	facilities,	among	other	things. [¶1 0 ] Significant	 for	 purposes	 of	 this	 appeal, in	 approving	 the reorganization petition, the	 Commission	 imposed conditions on	 electricity generators,	 including	 APUC itself

. As	 the	 conditions	 apply	 to	 APUC,	 they include	 a	 requirement	 that	 APUC	 not	 permit	 E mera	 to	 participate	 in decision

- making	regarding	APUC’s	generation	of	power	in	Maine;	that,	to	the extent	that	the	Commission	determines	that	APUC’s	operations	relate	to	BHE and	MPS	operations	in	Maine,	APUC	provide	the	Commission	with	access	to	its books	 and	 records,	 respond	 to	 discover y	 requests	 and	 participate	 in Commission	proceedings	without	being	allowed	to	object	on	the	basis	that	the
Commission does	 not	 have	 jurisdiction;	 and	 that	 the	 Commission	 have authority	to	order	APUC	to	divest	itself	of	certain	power	generation	units. The Commission	 also	 required,	 as	 a	 condition	 to	 approval	 of	 the	 petitions,	 that APUC	 submit	 a	 letter accepting the	 Commission’s	 authority to	 enforce	 the order	against	it

.8 [¶ 1 1] Houlton Water ,	 the	 Office of	 the	 Public	 Advocate,	 and	 the Industrial	 Energy	 Cons umer	 Group appealed	 the Commission’s order as intervenors

. We	 concluded that	 the	 Commission’s	 interpretation	 of section 3204(5)	was	erroneous ly	narrow	and	held that even	if a T&D entity would	not ultimately	 obtain actual	 control	 of	 the	 electricity generator , that statute nonetheless prohibits	 the	 T&D	 from	 becoming	 affiliated	 with an	 electricity generator if the affiliation will	 become “ likely	 to	 produce [in	 the	 T&D] incentives	 for	 favoritism	 that	 would	 undermine	 the	 purpose	 of	 the [Restr ucturing]	 Ac t. ” Houlton I ,	 2014	 ME	 38,	 ¶ ¶ 3 5,	 37 ,	 87	 A.3d	 749. We vacated	the	Commission’s	order	and	remanded	the	matter for the	Commission to	reconsider	the	petition under	the	clarified statutory standard

. Id. ¶¶ 2 ,	38

. [¶1 2 ] On	 remand, choosing	 to	 proceed	 on	 the	 existing	 record, the Commission	 entered an	 order in	October	 2014 approving	 the	 petition s by	 a

two
- to
- one	vote

. As	to	the	APUC	transaction,	t he	Com mission	concluded	that

“ the	reorganization[] result [s] in	Emera	Maine	having	a	‘financial	interes t’	in generation merely as	 a	 result	 of	 i t s	 affiliation	 with Northeast Wind
Partners

. . . and [APUC] through	common	ownership	by	the	parent	company,
Emera

. ” The	 Commission determined,	 however,	 “that	 the	 [p]ropose d [t]ransactions, when	subject	 to	 the	substantial	conditions	imposed pursuant	 to9 our	 35

- A	 M.R.S.	 §	 708	 authority

.	 .	 . do	 not	 viol ate	 the	 provisions	 of [section] 3204(5)	as	interpreted	by	the	Law	Court [ in Houlton I ]

. ” (Emphasis added.) In	other	words, the	Commission	 took	 the	view	 that	although	Emera Maine	 would	 have	 a	 financial	 interest	 in	 generation that	 would	 be	 likely	 to create	favoritism ,	that	interest	would	be	“adequately	addressed	through	§	708 conditions,”	 thus	 falling	 short	 of	 creating	 any	 unlaw ful	 incentives. The Commission	imposed	the	same	conditions co n tained	in	its	April	2012	order in which	 it had originally	 approved the	 petitions. The	 i ntervenors again appealed

. 6 See 35

- A	M.R.S.	§ 1320	(201 5 )

. [¶1 3 ] While the	 appeal	 was	 pending,	 Emera	 Maine	 notified	 the
Commission that	 Emera had	 agreed	 to	 sell	 its	 interest	 in the	 wind	 power venture	 to	 its	 partner	 in	 that	 proposed	 transaction. In	 January	 2015,	 the Commission	issued	an	 order	determining	 that	its	approval	wa s	not	 required for Emera	to	withdraw	from	the	joint	venture

. Within	several	days	after	that order	 was	 issued,	 Emera formally withdrew	 from the	 venture. The
Commission then moved that	 we stay this appeal so	 that	 the	 Commission could consider	 the	 effect	 of	 tha t	 development	 on	 the October	 2014 consolidated	 order in	 which	 it	 had approved	 both	 the	 Northeast	 Wind	 and

6 The	 Office	 of	 the	 Public	 Advocate,	 which	 previously appeared	 as	 an	 intervenor,	 has	 not participated	in	this	appeal.10 APUC	 transactions

. W e	 denied	 the motion	 and	 ordered	 that	 the appeal proceed	in	the	normal	course. [¶1 4 ] Following the i ssuance	of our order,	the	Commission	allowed	the parties	an	opportunity	to	be	heard	on	the	effect	of	the	rescinded wind	power transaction	 on	 the	 October	 2014	 order, part	 of	 which address ed Emera’s

now - withdrawn	 involvement	 in the wind energy	 project. Rejecting t he
intervenors ’ argument	 to	 the	 contrary, the	 Commission	 determined	 that the pendency	 of	 this appeal	 did	 not	 deprive the	 Commission of authority	 to proceed .	 	 The	 Commission then issue d an	 order in	 August 2015,	 which addressed	the	effect	of	Emera ’s	withdrawal	 from	the	wind	power	venture	on the	October	2014	order by	eliminating thirteen	of	 the	conditions	attached	 to the earlier order	authorizing	the	reorganizations,	and modifying eight	others. The	 conditions applicable	 to	 APUC noted	 above, see supra ¶	 10 , remained unchanged. [¶1 5 ] The	 intervenors	 appealed	 from	 that	 order	 and	 moved	 to consolidate	 their	appeals	and	permit	supplemental	briefing. We	granted	 the motion,	and	the	parties	filed	supplemental	briefs	to	address	the	issues	raised by	the new	appeal

.11 II.		DISCUSSION [¶1 6 ] We	 first	 consider	whether	 the	 pendency	 of	 this	 appeal affected the	 Commission’s authority	 to	modify	 the	October	 2014	 order as	 a	 result	 of Emera’s	 decision	 not	 to	 proceed	 with	 the	 joint	 wind	 power	 venture. After identifying	 the	 operative	 Commission	 decision,	 we	 address	 the	 intervenors’ challenges	to	that	decision.
A. The Commission’s	Authority	to	Modify	the	October	2014	Decision [¶1 7 ] The intervenors	 argue	 that	 because	 the	 appeal	 of	 the Commission’s	 October	 2014	 decision	 was	 pending	 when	 the	 Commission modified	that	decision	in	August	2015,	the	modification	is void

. [¶1 8 ] This	issue	reveals	a	conflict	between	two	statutes	governing	the procedure	 for	 appeals	 from	 Commission	 decisions.	 	 One	 of	 the	 statutes, 35

- A M.R.S.	 §	 1320(3)	 ( 201 5 ) , is	 framed in	 broad	 terms and	 provides generally that the rules	 of	 appellate	 process	 apply	 to appeals from
Commission decisions : where	rules	regulating civil	appeals	from	the	Superior Court	 “use[]	 the	 term[]	 ‘the	 court,’	 .

. . they	 shall	 for	 purposes	 of	 an	 appeal from	the commission	mean	‘the	commission. ’” See	also 35

- A	M.R.S.	§	1320(1) (2015 ) (“A n	appeal	 from	a	 final	decision	of	 the	commission	may	be	 ta ken	 to the	 Law	 Court	 on	 questions	 of	 law	 in	 the	 same	 manner	 as	 an	 appeal	 taken12 from	 a	 judgment	 of	 the	 Superior	 Court	 in	 a	 civil	 action. ”); M.R.	 App.	 P.	 22 ( effectively implementing	section	1320)

. [¶1 9 ] As	o ne ostensible effect	of	s ection	1320, Maine	Rul e	of	Appellate Procedure	 3(b) would	 apply here .	 	 That	 rule, subject	 to	 specific	 exceptions that	 are	 inapplicable in	 this	 case , prohibits	 a trial	 court

— and	 therefore , pursuant	to	section	1320, the	Commission

— from	taking	any	action	affecting	a case	 that	 is on	 appeal

. V iewed	 in	 isolation, Rule	 3(b ) therefore	 would preclude the	 Commission	 from	 revising	 its	 October	 2014	 order while	 an appeal from	that	order was	pending. [¶ 20 ] In	 co ntrast, a	 different	 statute, 35

- A	 M.R.S.	 §	 1321	 (2015 ) , provides that “[t] he commission	may at	any	time rescind,	alter	or	amend any order	it	has	made

. ” (E mphasis	added). As	applied here ,	s ection 1321 affects	a

narrow aspect	 of	 appellate	 procedure by	 preserving the	 Commission’s authority	 to	alter	or	amend	any	order,	at	any	 time

— e ven	while	an	appeal	is pending. In	 this	 way,	 section	 1321 is	 inconsistent	 with the broadly	 framed provisions	of	section	1320 that subject appeals	from	Commission	decisions to the	constraints	of Rule	3(b)

. [¶ 2 1] As a familiar principle	of	statutory construction , specific	statutes prevail over	general	ones when	 the	 two	are	inconsistent

. Fleet	Nat'l	Bank	v.13 Liberty ,	 2004	 ME	 36,	 ¶	 10,	 845	 A.2d	 1183 ; see	 also 2B Singer	 &	 Singer, Sutherland	 Statutory	 Construction §	 51:2 at	 215 (7th	 ed. 2012)	 (“ If	 an
irre concilable	 conflict	 does	 exist	 between	 two	 statutes,	 the	 more	 specific statute	controls	over	 the	more	general one	.	.	.	. ”). Applying	 this	principle	 to resolve	 the	 conflict	 between	 sections	 1320	 and	 1321,	 we	 conclude	 that	 the more	 general	 provisions	 of	 se ction	 1320,	 which	 covers	 many	 aspects	 of appellate	 procedure in	 an	 undifferentiated	 way ,	 yield	 to	 the	 more	 specific terms	 of s ection	 1321 .	 	As	a	 result, notwithstanding	Rule	 3(b),	 section	 1321 preserved	 to	 the	 Commission	 the	 authority to	 issue the amended	 order	 in August	 2015 ,	 even	 though that	 administrative	 action revised	 an	 order	 that was	the	subject	of	a	pending	appeal

. [¶ 22 ] W e	 now	 consider	 the merits	 of intervenors’	 challenges	 to	 that order.
B. Commission	Approval	of	APUC	Transaction [¶ 23 ] The	central	issue raised	by	the	intervenors on	this	appeal	focuses on	the limitations of	the	Commission’s	authority	to	impose	certain	conditions

as a	predicate	to its	approval	of	the	APUC	transaction. [¶ 24 ] Pursuant	 to section	 3204(5),	 a	 T&D entity is	 prohibited from “own[ing],	 hav[ing]	 a	 financial	 interest	 in	 or	 otherwise	 control[ling]14 generation	 or	 generation

- related	 assets,”	 subject	 to	 certain	 ex ceptions	 not

a pplicable	here. 35

- A	M.R.S.	§	3204(5). I n Houlton	I ,	we	addressed	the	nature of	 the	 “f inancial	 interest”	 that	 is	 barred	 when a	 reorganization results	 in a regulated	 affiliate	 interest : “if	 the	 relationship	 among	 the	 entities	 results	 in the	T&D	utility	having	a	 financial	interest	that	would	provide	an	incentive	to favor	certain	generators	ov er	others,	the	proposed	corporate	restructuring	is prohibited	pursuant	to	section	3204(5).” 2014	ME	38,	¶	36,	87	A.3d	749. [¶ 25 ] In	 this	 proceeding ,	 the	 Commission determined	 that the proposed	 affiliation	 would	 give	 Emera

— an	 owner	 of a company	 possessing
T&D assets

— a	financial	interest	in	APUC’s	electricity	generation	assets,	which , without	intervention, would	be	likely	to	create	an	incentive	for	Emera	to	favo r APUC	 over	 other	 generators. Seeking to	 eliminate this	 consequence	 of	 the
pro posed	 transaction,	 t he	 Commission invoked	 its	 authority pursuant	 to section	 708,	 which requires the	 Commission,	 when	 approving	 a reorganization	 of	 public	 utilities	 such	 as	 is	 proposed	 here,	 to “ impose	 such terms,	conditions	or	requirements	as,	in	its	judgm ent,	are	necessary	to	protect the	interests of	ratepayers.” 35

- A	M.R.S.	§	708(2) (A)

. [¶ 26 ] In	 its	 October 2014	 order,	 t he	 Commission	 determined that imposition	of	many	specific	conditions pursuant	to	section	708 would negate15 an	 “incentive	 for favoritism	 .	 .	 .	 that	 would	 require	 [the	 Commission]	 to disallow	 those	 transactions	 under	 [s]ection	 3204(5)

. ” The	 intervenors contend that once the	 Commission made	 the	 initial finding that the reorganization	 would	 give Emera incentives of	 favoritism towar d	 some generators ,	 the	 Commission erred	 by resorting	 to	 section	 708	 and imposing conditions in	 an	 effort to	 ameliorate that resulting favoritism

. The intervenors	 go	 on	 to	 argue	 that	 because	 the	 Commission	 may	 not	 use	 its authority	 under	 section	 708	 to	 tra nsform	 a	 reorganization	 that	 violates section	 3204(5)	 into	 one	 that	 satisfies	 the	 requirements	 of	 that	 statute,	 the Commission	erred	by	approving	the	APUC	transaction. Emera	Maine	and	the Commission	 argue ,	 on	 the	 other	 hand, that	 the	 Commission acted properly when	 it took	 those conditions into	 account before finally	 determining that Emera’s	 financial	interest	would not likely	 create	an	incen tive	 for	 favoritism toward	APUC

. [¶ 27 ] “We	 review	 decisions	 of	 the	 Commis sion	 with	 great deference [,]

. . . di sturb[ing]	a	decision only	when	the	Commission	abuses the discretion	entrusted	to	it,	or	fails	to	follow	the	mandate	of	the	legislature,	or	to be	bound	by	the	prohibitions	of	the	constitution .” Taylor	v.	Pub.	Utils.	Comm’n , 2016	ME	71,	¶	5,	138 A.3d 1214 (citation	and	quotation	marks	omitted)

.16 [¶ 28 ] The	 procedural	 history	 of	 this	 case	 demonstrates	 that	 the conditions	set	out	in	the	most	recent	order ,	issued	in	August	2015, relate	only to	 the	 proposed	 APUC	 transaction	 and	 are	 intended	 to	 satisfy	 the requirements	of	section	3204(5). The	Commission	first	formulated	conditions applicable	 to both the	 APUC	 and	 wind	 power	 transactions in	 its	 April	 2012 order,	 where the	 Commission	 concluded	 that	 the	 transactions	 “raise significant	concerns	regarding	the	possible	exercise	of	preferential	treatment by	 a	 utility	 to	 its	 competitive	 affiliates”

— precisely	 the	 type	 of	 “financial interest”	 that	 we	 later	 determined	 in Houlton I is	 prohibited	 by section 3204(5). The	 nature	 of	 the	 preferential	 treatment	 that	 concerned	 the Commission	 included the	 potential	 for sharing	 of	 “non

- public,	 strategically important	information,”	and	“favorable	treatment	in	terms	of	construction	of

or	acc ess	 to	 transmission	 facilities	or	service s .” On	remand, the	Commission framed its	 analysis based	 on	 the	 construction	 of	 section	 3204(5)	 that	 we prescribed	in Houlton	 I and made	clear	 that	 the	purpose	 of the conditions it formulated was still to	 prevent	 an y	 “incentive	 for	 favoritism

. . . that	 would require	us	to	disallow	those	transactions	under	Section	3204(5).” Although	in its	 August	 2015	 order	 the	 Commission	modified	 the	 set	 of	 conditions	it	 had17 previously	imposed	to	account	 for	Emera’s	withdrawal	 from the	wind	power venture,	the	purpose	of	those	conditions did	not	change

. [¶ 29 ] Given	this	history,	w e must	view the	entire	body	of the conditions contained	in	its	most	recent	order to	represent	the	Commission’s	view	of	what
is necessary for	the	APUC	tra nsaction	to meet ,	in	the	least	restrictive	way, the requirements	of section	3204(5)

— that	a	T&D	entity	may	not	have	a	financial interest	 in	 an	 electricity	 generator	 that	 is	 likely	 to	 produce	 incentives	 for favoritism

— and	 not	 for	 some	 reason	 unrelated	 to	 the requirements	 of	 that

statute. [¶ 30 ] As	 discussed	 above,	 the	 Restructuring	 Act	 is	 “intended	 to effectuate	the	Legislature’s	goal	of	encouraging	competition	and	innovation	in the	generation	of	electrical	power.” Houlton	I ,	2014	ME	38,	¶	3,	87	A.3d	749. An	 essential ingredient to	 achieve	 that	 result	 i s	 to	 largely	 deregulate elect r icity	 generation .	 	 Indeed ,	 as	 we	 pointed	 out	 in Houlton	 I ,	 the	 parties themselves refer	to	power	generation	as “ unregulated ” in	Maine ,	although the generators	are	subject	to	some	restrictions	and	must	be	licensed. See	 generally 35

- A	 M.R.S. §	 3202	 (deregulating	 retail	 access	 to generation	 services); id. §	 3203	 (authorizing	 the	 Commission	 to license	competitive	elect r icity	providers)

. Id. ¶	5.18 [¶ 3 1 ] Here,	the	conditions crafted	by	the	Commission that	are	directed toward APUC	 constitute	 forms	 of	 agency	 oversight	 and	 control	 that	 are contrary	 to	 both	 the letter	 and	 purpose of	 the	 Restructuring	 Act.	 	 That	 the
Commission even saw	the	need	to explicitly articulate	particular controls	over
APUC as	a	condition	 to approving	an	increase	in	Emera’s	stock	ownership	of APUC	is	itself	a	demonstration	that most	or a ll	of	those	conditions do not	exist by	operation	of	statute or	otherwise

. 7 [¶ 32 ] Beyond this ,	 the Legislature	 has	 conferred general	 grants	 of authority to the	Commission	in several statutes.		In 35

- A	M.R.S.	§	104 (2015 ) , for	 example, the	 Commission	 is	 deemed	 to	 have	 “all	 implied	 and	 inherent powers	.	.	.	necessary	and	proper	to	execute faithfully	its	express	powers	and functions	specified	in	this	Title	[35

- A].” Additionally pursuant	to section 708, the	 Commission,	 when	 approving	 a	 reorganization,	 has	 the	 authority	 to “impose	 such	 terms,	 conditions or requirements	 as,	 in	 its	 judgment,	 ar e necessary	to	protect	the	interests	of	ratepayers.” 35

- A	M.R.S.	§	708 (2)(A)

. [¶ 33 ] The	 extent	 of	 the	 Commission’s	 authority	 as	 created	 by	 these statutes	is	circumscribed	by	the	principle	that	the	agency’s	action	must	not	be

7 One	of	the	conditions	that	the	Commission	imposed	on	APUC	would	require	APUC	to	allow	the Commission	access	 to	its	books	and	records. In	contrast	 to	 the	other	conditions	addressed	in	 the text,	 this	 form	 of	 agency	 intervention	 into	 matters	 of	 an	 affiliated	 generator	 appear s	 to	 be statutorily	authorized. S ee 35

- A	M.R.S.	§	708(2)(A)(1).19 inconsistent	with

— in	 this case — the foundational legislative framework that gives electricity	 generators the	 freedom to	 operate	 with	 only	 minimal regulatory	constraint. See	Houlton	I , 2014	ME	38,	¶	5,	87	A.3d	749. Here,	as an	integral	part	of	its	approval	of	 the	APUC	 transaction, the	Commission	has attempted	 to materially expand the	scope	of	its	regulatory	authority	over	an electricity	 generator beyond	 what	 the	 Restructuring	 Act	 will	 allow

— for example, by requiring	APUC	to	exclude	Emera , which	would	own	a	significant ownership	 stak e	 in	 APUC , from	 participating	 in	 certain	 decisions	 regarding power	generation;	 by	 requiring	APUC	 to	authorize	 the	Commission	 to direct that	 it	 divest	 itself	 of	 power	 generation facilities;	 and	 by	 requiring	 APUC to participate	 in	 Commission	 proceedings	 without	 the	 right	 to	 object	 on	 the ground	 that	 the	Commission	is	without	jurisdiction. The	scope	and	depth	of the	 Commission’s	 regulatory	 weight	 affecting	 APUC	 as	 a	 generator is contravened	by	the	Restructuring	Ac t. 8 Cf. Town	of	Eagle	Lake	v.	Comm’r,	Dep’t of	 Educ. ,	 2003	 ME	 37,	 ¶	 7, 818	 A.2d	 1034	 (stating	 that	 statutes	 are	 to	 be construed to	achieve	legislative	purpose).

8 In	its	April	2012	and	October	2014	orders,	the	Com mission	also	imposed	regulatory	conditions on	First	Wind,	which	is	the	wind	power producer that	was	associated	with	the	joint	venture	 from which	 Emera	 withdrew. The	 Commission	 abrogated	 the	 conditions	 specific	 to	 the	 wind	 power venture	in	its	August	2015 order	and,	for	the	reasons	discussed supra at	¶¶	14

- 16 , those	conditions are	no	longer	at	issue.20 [¶ 34 ] In Houlton	 I ,	 we did	 not	 hold that	 section	 3204(5)	 prohibit s a T&D	 entity	 from	 acquir ing any financial	 interest	 in	 an	 electricity	 generator. Rather, we	 concluded	 that section	 3204(5)	 bars	 the	 creation	 of	 a	 financial interest	 that	 would	 likely	 produce	 incentives	 for	 favoritism	 that	 would undermine	the	purpose	of	the	Restructuring	Act. Houlton	I , 2014	ME	38,	¶	36, 87	A.3d	749. To	adjudicate	 the	issue	presented	on	 this	appeal,	we	need	not decide	whether as	a	general	matter section	708	authorizes	the	Commission	to impose	 conditions	 that	 would negate an	 otherwise	 proscribed	 financial
inter est when T&D	and	generation entities become	affiliated

. Rather ,	we need hold only that the	Commission acted	outside	of its	authority	when	it	imposed conditions	on	an	electricity	generator	such	as	APUC, where	 those conditions

contravene the	legislative	 fra mework	of	allowing	generators to	operate	with

ve ry	 little	 regulatory	 governance .	 	 Because	 those	 conditions constitute	 a material portion	of	the underlying framework	that	the	Commission	viewed	as necessary	to	approve	the	APUC	transaction, we	must	vacate	the Commission’s decision	and	remand	with	instruction s to	deny	the	reorganization	petition. The	entry	is: Order	 of	 the	 Public	 Utilities	 Commission vacated

. Remanded	 to	 the	 Commission	 with instructions	to	deny	the	petition.21

On	the	briefs: Alan	 G.	 Stone,	 Esq.,	 and	 Benjamin	 J.	 Smith,	 Esq.,	 Skelton, Taintor	 &	 Abbott,	 Auburn,	 for	 appella nt	 Houlton	 Water Company Anthony	 Buxton,	 Esq.,	 Andrew	 Landry,	 Esq.,	 and	 Robert Borowski,	Esq.,	Preti,	Flaherty,	Beliveau	&	Pachios,	Augusta, for	appellant	Ind ustrial	Energy	Consumer	Group William	S.	Harwood,	Esq.,	and	Rachel	M.	Wertheimer,	Esq., Verrill	Dana	LLP,	Portland,	for	appellee	Emera	Maine Charles	 Cohen,	 Esq.,	 and	 Leslie	 Raber,	 Esq., Maine	 Public Utilities	 Commission,	 Augusta,	 for appellee Maine	 Public Utiliti es	Commission
At	oral	argument: Benjamin	 J.	 Smith,	 Esq.,	 for	 appellant	 Houlton	 Water Company Charles	 Cohen,	 Esq.,	 for	 appellee	 Maine	 Public	 Utilities Commission William	S.	Harwood,	Esq.,	for	appellee	Emera	Maine

Public	Utilities	Commission	docket	n umber	2011

- 170 F OR C LERK R EFERENCE O NLY